'QUEEN'S MEN': PROBABLY NOT WHAT CHURCHILL HAD IN MIND.

Byline: Bob Strauss Film Critic

THERE IS World War II comedy, there is cross-dressing comedy, and there is ``All the Queen's Men,'' which strives to be both at the same time and ends up never being funny.

For an effort that so thoroughly botches its fundamentals (the film, which was made from a script it understandably took 15 years to convince anybody to produce, also has pretensions to serious spy-movie suspense) it is something of a miracle that ``Queen's Men'' contains any worthwhile elements.

But it does. There are some fairly interesting themes about betrayal, devotion to duty and even the universality of the maternal instinct scattered about. Despite the piece's burlesque underpinnings, Austrian director Stefan Ruzowitzky builds a persuasive portrait of day-to-day life in Germany as the end drew near.

But these are small compensations for a film that otherwise fails to satisfactorily exploit its gender politics, genre thrills or inherent humor.

``Friend'' Matt LeBlanc plays U.S. undercover operative Steven O'Rourke, who has a reputation for almost-but-not-quite pulling off daring assignments. His last one, for reasons too stupid to mention, has landed him in a British military prison. But the Brits will spring him if O'Rourke leads a daring mission into the secret Berlin factory where the vital Enigma code machines are made.

A factory staffed wholly by women. After initial reluctance, O'Rourke and his motley crew - elderly desk jockey Archie (James Cosmo), nerdy language expert Johnno (David Birkin) and their drag queen tutor and former Weimar scene-maker Tony (Eddie Izzard) - don their dresses and parachute into the enemy capital.

There, O'Rourke becomes romantically distracted by fetching underground contact Romy (Nicolette Krebitz), whom a lonely Gestapo officer also wants. A little girl, maddened by bombing and neglect, demonstratively mistakes Archie for her long-gone mother. Tony seeks out an old boyfriend and winds up having to entertain the local troops. And so forth, every new development further imperiling what was a mighty hinky mission to begin with.

It can't be said that any of the actors come out of this looking good. But real-life transvestite Izzard certainly appears most comfortable in heels, and Cosmo at least gets to work surprising veins of dignity in what could have been the film's most clownish role.

Still, ``All the Queen's Men'' leaves you wondering just how the good guys ever managed to win World War II. Or the Sexual Revolution, for that matter.

ALL THE QUEEN'S MEN - Two stars

(Not rated: violence, language, sex)

Starring: Matt LeBlanc, Eddie Izzard, James Cosmo, Nicolette Krebitz.

Director: Stefan Ruzowitzky.

Running time: 1 hr. 39 min.

Playing: Fallbrook 7, West Hills; UA Marketplace, Pasadena; Marina Pacifica, Long Beach; Arclight, Hollywood; Beverly Center, West Hollywood; University 6, Irvine.

In a nutshell: Poorly done, would-be espionage comedy in which Allied operatives try to infiltrate a Nazi factory dressed in drag.

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Nicolette Krebitz and Matt LeBlanc try to escape the Nazis in ``All the Queen's Men.''