'CREMASTER 3' ARTY, EDGY, REPETITIVE, SILLY, DRAINING.

Byline: Bob Strauss Film Critic

BELIEVE IT or not, there's more than one hermetically allusive, overproduced movie-epic episode coming out this week.

It is more than safe to predict that ``Cremaster 3'' won't have the wide popular appeal that ``The Matrix Reloaded'' will enjoy. But in some circles - mainly of art masochists - this fifth and final installment of Matthew Barney's eight-years-in-the-making, nonlinear extravaganza is the pantingly anticipated bunch o' imagery that finally marries rarefied aesthetics with cutting-edge cinema for three blissfully dithering hours.

Of course, whether or not the ``Matrix'' sequel hurts your brain, this thing will be sheer, slow-drip water torture for the vast majority of moviegoers.

Which is not to say Barney isn't working with some interesting thematic ideas and startling audiovisual concepts. It's just that, in the precious tradition of art rebels everywhere, he's determined to alternately bore audiences silly with repetitious motifs or shock them with grotesque tableaux. Nothing, it hardly needs mentioning, is explained clearly, but that's art for ya.

For those not in the know, the title refers to a muscle in the male body that governs the vertical placement of the testicles. I don't know what that has to do with the two pairs of ``Cremaster'' episodes that narratively precede and follow this one - and which will, in all likelihood, remain unseen by me - but for this baby, it certainly inspires a whole lot of erecting and collapsing in a number of varied formats (construction, culture, life cycles) where such movement occurs.

Opening, phallically enough, in some mystically mythic period along the basalt-pillared shoreline of Northern Ireland's Giant's Causeway, the film soon shifts from depraved gnomes to a 1930s-era New York.

Here, the corpse of executed killer Gary Gilmore - now female and several decades before its time - rises from the grave, only to be locked in a car that becomes part of an Imperial New Yorker demo derby staged in the under-construction, spirelike Chrysler Building's art deco lobby.

But wait, there's more. Blending Masonic and Celtic imagery with a rare if obscure fervor, Barney juxtaposes the inscrutable troweling efforts of a working man called the Entered Apprentice (played by himself) against the grand designs of Masonic mainstay Hiram Abiff, aka the Architect (fellow artist Richard Serra).

This leads to much foot-powered potato mashing, spilled Guinness, dental-office noir and gooey emissions from anal and other cavities. There is also a sulky race run with biologically decaying horses.

Then we wind up at the Guggenheim Museum, where the Apprentice, now with a toothless, bloody mouth and wearing a pink Tartan kilt, climbs up and down the various levels of the spiraling ramp. On each one, he must play out some kind of contest against a Rockette-type chorus line, dueling punk bands or a legless beauty (Aimee Mullins) who can suddenly turn into a dangerous leopard woman, among other quizzical challenges.

Almost all of this unfolds without dialogue - and over and over again - to the accompaniment, usually, of Jonathan Bepler's ear-splitting, dissonant musical score. Oh, and those cars keep going at each other until there's nothing left but tiny little tooth-size bits.

Makes trying to figure out who's actually programming Neo and the gang sound like pure, mindless fun, doesn't it? Much of this is quite gorgeously designed and filmed, though. And if you don't think so the first time, don't worry - the filmmaker will show it to you until you agree, if only in hopes of being set free from it all.

The New York Times has called him the most important American artist of his generation, the Manhattan Guggenheim is putting on an exhaustive display of the art and artifacts that went into the five films, and singer Bjork had his baby. But Barney's ideas about creation and identity don't really seem all that profound, at least by way of what can be gleaned from this three-hour endurance test built around an hour's worth of actual material.

CREMASTER 3 - Two and one half stars

(Not rated: violence, nudity, language)

Starring: Richard Serra, Matthew Barney, Aimee Mullins.

Director: Matthew Barney.

Running time: 3 hr. 2 min.

Playing: Nuart, West L.A.

In a nutshell: Three hours of provocative and repetitive art-movie torture from New York aesthete Barney. Some of it is beautiful, a lot of it is just plain silly, little of it makes sense, and certain images are purposely repulsive. Plus, there are four other movies in the series, should you desire the entire assaultive yet tedious experience.

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Startling imagery - and not much dialogue - is what the three-hour ``Cremaster 3'' is all about.