Terry Gilliam's "The Brothers Grimm" is deeply lost in the woods. From its depiction of the German author-kin as con men to its frenetic and exhausted conclusion, there's little appeal, save for those looking for a late-August distraction. Not even a Venice competition slot will slow the film's journey toward the video castle.

As divorced in its own way from the original source material as the most antiseptic Disney fairy tale, Terry Gilliam’s “The Brothers Grimm” is deeply lost in the woods. While the pic may have been theoretically a good match for one of cinema’s most fabulist directors, in practice the experiment reps a misconceived reframing of all things Grimm. From its depiction of the German author-kin as con men to its frenetic and exhausted conclusion, there’s little appeal, save for those looking for a late-August distraction. Not even a Venice competition slot will slow the film’s journey toward the video castle.

Working from a glibly conceptual screenplay by the busy Ehren Kruger (“The Skeleton Key”), Gilliam must have seen all sorts of possibilities stemming from the central idea of dropping the brothers down into a real-life situation in which some of their fictional characters and situations come to life.

This split between reality and fantasy is something the director has played with many times before, but the tilt here toward a hyperactive, buddy-movie action-adventure with loud comic archetypes is a poor fit for a film that relies on fairy tale icons and themes.

Nothing is less amusing than the set-up of Wilhelm (Matt Damon) and Jacob Grimm (Heath Ledger) as traveling con men in the early 19th century, who foster backwoods German folks’ beliefs in witches and the like with elaborate special effects. If this is meant to be a joke about how artists can trick the senses, it falls like a thud, and has the effect of making what were actually quite engaging, earnest but poverty-stricken young writers into a pair of shady fools.

In typical buddy-pic fashion, Will and Jake — the anachronistic nicknames they give themselves — are opposites: Will is a skepticand ladies’ man, and Jake a mystical private figure too much into his tales. Their cons are exposed and lead to their arrest at the hands of the fatuously silly torturer, Cavaldi (Peter Stormare), who’s in the pay of the Napoleonic Army.

Down the road, the village of Marbaden is feeling cursed. One young girl after another — including a little one in a red riding hood — have vanished without a trace into the menacing bosque where trees come alive.

Accused of doing harm to the girls, the brothers protest, and are taken to Marbaden. Will assumes there is an elaborate piece of trickery going on, but in trying to convince local huntress Angelika (Lena Headey) to accompany them, the guys both find themselves attracted to her.

Although the film foregoes much of the Grimms’ literature for a dumbed-down set of conflicts that turn even Napoleon’s finest (led by Jonathan Pryce’s theatrically spoofy Delatombe) into goons, the mood in the forest is powerfully atmospheric, as gnarled trees turn into nightmarish many-armed creatures, and a power is loose that can make a horse go mad and gobble down a small child.

Only for a brief interlude does an actual Grimm-like tale take center screen, featuring a crumbling tower that had housed a murderous king and his queen (Monica Bellucci), now alone and desperately trying to reverse the aging process, with touches here and there of the egoist queen in “Snow White.” The brothers’ belabored efforts to scale the tower and reverse the queen’s evil powers lead the film into cumbersome action set pieces that are neither quite fairy-tale fanciful nor convincingly real.

It’s this in-between-ness, along with Gilliam’s numbing use of filming with ultra wide-angle lenses that turn “The Brothers Grimm” into the director’s glummest and most visually clunky production.

Offsetting this tone to a degree is Ledger as a charming bumbler who really believes in dark powers. Damon does little more than a variation on his role as Linus in “Ocean’s Eleven” and “Twelve.” trying to be a smooth, nice-guy operator. They’re both overwhelmed in the end by the pic’s sheer busyness.Stormare and Pryce ham it up to pointless excess.

Even the terrific forest effects (and a stunning one of a boy transformed into the Gingerbread Man) get compromised by other, under-realized ones, some involving werewolf transformations. Taking his cues from the film’s worst tendencies, composer Dario Marianelli has stitched bits of Bernard Herrmann stylings into a lumbering, generic score.

The Brothers Grimm

U.K.-Czech Republic

Production

A Dimension Films release of a Dimension Films and Metro-Goldwyn-Mayer Pictures presentation of a Mosaic Media Group/Daniel Bobker production. Produced by Charles Roven, Daniel Bobker. Executive producers, John D. Schofield, Chris McGurk, Bob Weinstein, Harvey Weinstein, Jonathan Gordon, Andrew Rona. Co-producers, Jake Myers, Michael Solinger. Directed by Terry Gilliam. Screenplay, Ehren Kruger.

Crew

Camera (Deluxe color), Newton Thomas Sigel; additional camera, Nicola Pecorini; editor, Leslie Walker; music, Dario Marianelli; music supervisors, Maggie Rodford, Alison Wright; production designer, Guy Hendrix Dyas; supervising art director, Keith Pain; art director, Frank Walsh; set decorator, Judy Farr; costume designers, Gabriella Pescucci, Carlo Poggioli; makeup, Chrissie Beveridge; sound (Dolby Digital/SDDS/DTS), Ivan Sharrock; supervising sound editor, Ian Wilson; visual effects supervisor, Kent Houston; special effects supervisors, Simon Taylor, Mike Kelt; visual effects, Peerless Camera Co.; miniature visual effects, Cutting Edge; stunt coordinators, Mario Luraschi, Pascal Madura "Chino", Jiri Kuba; associate producer, Mishka Cheyko; assistant director, Cheyko; second unit action director, Luraschi; second unit director, Michele Soavi; second unit camera, Milan Chamida; casting, Irene Lamb. Reviewed at Aidikoff screening room, Beverly Hills, Aug. 4, 2005. (In Venice Film Festival -- Competing.) MPAA Rating: PG-13. Running time: 118 MIN.

With

Wilhelm Grimm - Matt Damon Jacob Grimm - Heath Ledger Cavaldi - Peter Stormare Angelika - Lena Headey Delatombe - Jonathan Pryce Mirror Queen - Monica Bellucci

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