Heath Ledger and Matt Damon in The Brothers GrimmTHE BROTHERS GRIMM

Fairy tales, at their core, exert a powerful emotional pull, and at rare moments in Terry Gilliam's The Brothers Grimm, the director finds a visual equivalent to their hypnotic, wicked appeal. In this typically unclassifiable Gilliam excursion, the first glimpse of Little Red Hiding Hood traipsing through the gloomy forest is enough to give any adult viewer a shiver. Gilliam frames her entrance, and the later arrival of Hansel and Gretel, with ominous portent, the colors - that cape and hood especially - are enticing, and the forest sets have a creepy, storybook elegance. For the briefest of moments, you're a kid again, enraptured by the haunting, suggestive simplicity of these stories; our first sightings of Little Red, Hansel, and Gretel bring with them a spark of tingly joy.

But the feeling fades, because the fairy tales evoked in The Brothers Grimm are being used in the service of a pretty stupid script, and because they're not used for any particular purpose - the victimized youths could be any cute tots wandering through the forest. All throughout the film, Gilliam threatens to turn Grimm into a darker, more satisfying movie than the one he winds up with, and proves yet again that he cannot for the life of him keep a straight face directorially, even when his material begs for one.

It's hard to really fault the director for this, though - he is, after all, a Python. The Brothers Grimm, with its script credited to Ehren Kruger (though Gilliam has acknowledged rewriting much of it himself), imagines that the titular siblings, Wilhelm (Matt Damon) and Jacob (Heath Ledger), are con artists who run a phony spirit-removing service to suck money out of impoverished 19th Century villagers, and who find themselves eventually facing - and being forced to exterminate - actual supernatural beings. Yet the film's jokey tone keeps you from ever connecting with the material; you can practically hear Gilliam muttering, "It's all a gag, people."

Which would be fine if The Brothers Grimm were a witty gag. But the movie's scenes generally play out only as if they were funny, and all throughout, they're exacerbated by lame pratfalls and dopey punchlines. Oftentimes, it's impossible to tell where a scene's laughs are supposed to be; most of the movie's "hilarity" seems to stem from the repugnant, mud-and-excrement-covered conditions of the poor. (As in one of Gilliam's first directorial efforts, you can identify the film's royalty because they haven't got shit all over 'em.) In The Brothers Grimm, the brilliant gags are rare, and the unamusing ones are repeated ad nauseam.

Gilliam is, however, great with a few of Grimm's fringe moments. The movie displays some aural cleverness - during an impassioned Damon speech, the film's score reaches an exultant crescendo and abruptly cuts off when Damon changes his subject - and a lot of visual mischief; there's an especially memorable image of a young girl, beset by supernatural forces, literally wiping her face away. (It elongates with every brush of her palm, as if the child's features were on a wad of Silly Putty.) And there's even the occasional comic inspiration, such as the Grimms'gleaming metallic armor that suggests aluminum foil in direct sunlight. (And Gilliam and Kruger underscore this particular gag nicely by having a frustrated Wilhelm remark, regarding his attire, "It's not magic. It's just shiny!") Overall, though, the movie exudes a heavy-spirited silliness - probably the only kind of unenjoyable silliness there is - and the deliberate tackiness of the visuals isn't enjoyably tacky; the effects are just CGI-impressive enough to make you realize they're not impressive at all.

Mad overacting in a Gilliam movie can be fun - Brad Pitt's performance in 12 Monkeys comes immediately to mind, and Johnny Depp and Benicio del Toro occasionally shoot off into the stratosphere in the overproduced Fear & Loathing in Las Vegas. But in The Brothers Grimm, Jonathan Pryce (as Delatombe) and Peter Stormare (as Cavaldi) give the kind of lazily outré portrayals that are typical of bad sketch comedy; their characters don't exist outside of their shaky, unfunny French(ish) dialects. This would be distracting in and of itself, but the film goes to the trouble of making these two villains as well, their characters prone to torturing the Grimms and their allies, and whenever they do, you don't know what the hell to make of these scenes. The torture sequences are too unpleasant to make you laugh, but they certainly aren't disturbing; when Pryce and Stormare make their captives suffer, the scenes have no weight, because you can't take the evildoers seriously for a second (not with those goofy, cartoonish accents and campy laugh lines). As nefarious figures, Delatombe and Cavaldi are about as threatening as Yosemite Sam, and not half as funny.

In contrast to Pryce's and Stormare's overacting, Damon and Ledger seem barely on the screen at all. Of the two, Ledger is the more amusing one, because at least Jacob gets to be a sloppy drunk on occasion, and Ledger provides him with an enjoyably twitchy physicality; Jacob is like the physical incarnation of a stutter. Too bad Ledger doesn't have more entertaining things to do. Damon, on the other hand, seems to know that his material is second-rate and isn't even going to bother pretending otherwise; his unmotivated, mildly embarrassed performance is like a big wet blanket on the movie. Terry Gilliam should never be forced to make movies featuring generic romantic leads - he has no idea what to do with them.

And not to be indelicate, but Terry Gilliam should never be forced to make PG-13 movies, either. Some directors just shouldn't. (Kevin Smith shouldn't, and neither should Terry Gilliam.) His visual sense is so florid that his movies need their gore and bursts of wild, unpredictable ultra-violence; these images - like Bruce Willis, in 12 Monkeys, exiting the bathroom after a self-imposed dental extraction - momentarily shake you out of their films' lavishly designed, make-believe worlds and remind you that violence actually hurts. (This is true even in Gilliam's more overt comedies. Monty Python's The Meaning of Life is, of course, legendary for its gruesome comic inspirations that continue to shock more than 20 years later, and I'm not sure I'll ever forget the death of Robin Williams' spouse in The Fisher King; the way the scene is framed, the horror of her killing is both all there on screen and - figuratively and literally - in Williams' face.)

Yet The Brothers Grimm, PG-13-friendly as it is, never explores the dark side it continually hints at. The movie feels neutered, as if Gilliam were consciously reigning in his more baroque impulses, and as such, it seems half-hearted. By the finale, in which our heroes find themselves doing battle against the evil Mirror Queen (Monica Bellucci), The Brothers Grimm has lost all trace of personality and has become just another empty-headed summertime action blockbuster. The movie even culminates in an explosion. How very, sadly predictable.

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