This could have been a great movie.

"The Brothers Grimm" lacks for nothing. It boasts big-name stars, interesting characters, clever dialog, grandiose visuals, comedy, action, romance, thrills and magic. Plus, at the helm sits Terry Gilliam (whose most memorable role in front of the camera was King Arthur's coconut-wielding manservant in "Monty Python and the Holy Grail" - which he also directed).

Gilliam is renowned for brashly original films like "Brazil," "Time Bandits" and "The Fisher King," and employs a distinctive dreamlike visual style. Being a huge fan of the magical - and often gory - fairy tales of the Brothers Grimm myself, I expected no less than an awesome moviegoing experience.

Here's what works:

Before it ever hit theaters, "The Brothers Grimm" guaranteed itself strong ticket sales with these four words: Matt, Damon, Heath and Ledger. Both of these young heartthrobs perform brilliantly in the film, mainly because they are cast against type. Damon plays Will Grimm as a glib, smooth-talking showman, giving orders to his bookish younger brother Jacob, played by Ledger with nervous energy. The duo make a living by roaming the 19th-century German countryside and bamboozling villagers into paying them to exterminate evil enchantments, witches, trolls and the like. They're con artists, of course; their "exterminations" consist of smoke, mirrors, concealed props and a couple of actor friends.

Things get hairy when the pair face a town with a real problem: Little girls keep disappearing in the forest, which the townsfolk have always considered enchanted.

In the forest, which was built entirely on a soundstage, Gilliam's imagination and eye for production design are in top form. He manages to create woods that are beautiful and serene but ominous and haunting at the same time.

And it's fun to keep track of the legendary fairy tale characters that appear - at least, their origins do. A small girl in a red cape is threatened by a wolf in the forest. A young hero climbs the walls of a tower using locks of hair as a rope. The real Brothers Grimm were scholars of German culture who collected these folktales when they feared that the Age of Enlightenment meant the end of the oral storytelling tradition in Europe.

There are other delightful bits to this movie, including Jonathan Pryse as an imperious French general, occupying Germany under Napoleon's command, and Lena Headey's strong performance as a forest guide with a chip on her shoulder.

But these are overpowered by the list of elements that don't work:

Disturbing images. Black humor worked in "The Holy Grail," when a knight continued to battle with all his limbs hacked off and blood spurting everywhere. In this movie, it's just plain offensive to see a kitten go through a medieval food processor. Another sequence where a young girl's facial features disappear is enough to give anyone nightmares.

Special effects. Gilliam claims on the movie's official Web site, miramax.com/thebrothersgrimm, that he's not interested in directing "dead things," or digitally-rendered characters. Some shots in "Grimm" necessitated CG animation, however, like the wolf who transforms into a woodcutter. Maybe Gilliam should have taken more interest in these effects, though - they're poorly done and not at all up to par with other projects coming out of major studios on a weekly basis.

Peter Stormare. I just hate this guy. He's never read a scene he didn't want to steal - and in this film, he's got a lot of scenes.

Then there's the story, which tries to meld together the most compelling elements of the best fairy tales but ends up rambling all over the map, confusedly pitting military history against fantasy and fiction.

Gilliam admitted that "Grimm" was his first attempt to make a "commercial" movie. I'll bet he wishes he could go back to banging coconut halves together.

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