ONCE UPON A VERY FREAKY TIME ...

Byline: Bob Strauss Film Critic

EVERYTHING THAT'S right and everything that's wrong about Terry Gilliam's cinema runs riot in ``The Brothers Grimm.'' To boil it down to two words: excessive imagination.

Gilliam, the star-crossed director of films ranging from the charming ``Time Bandits'' to the snakebit ``Adventures of Baron Munchausen,'' is so busy whipping up fantastic imagery and comic-magic situations here that he neglects to frame any of it in a compelling or coherent way. He loves some of his phantasmic visions so much - malevolent moving trees, swarms of beetles, unkindnesses of crows - that he repeats them to the point of tedium.

That noted, Gilliam creates some of the most original sights moviegoers have seen in a long time. Far from a serious biopic about the 19th-century scholars Wilhelm and Jacob Grimm, who collected German folk fables into the familiar forms we all grew up hearing, this is Gilliam's chance to fracture fairy tales to his frenetic heart's content.

Thus, instead of the more traditional ``Rapunzel'' or ``Snow White'' or ``Hansel and Gretel,'' we get oblique references to iconic elements from those stories. Gilliam and his frequent writing partner Tony Grisoni worked over the script credited to Ehren Kruger (``The Ring,'' ``Skeleton Key'') to suit their own peculiarities, and the result is more than just a fun spot-the-reference game. When, for example, was the last time you've seen a child swallowed by a horse? Or a raven morph into a tar baby and then an evil gingerbread man?

These tableaux inspire the film's Jake (Heath Ledger), who believes in the occult, to record them for what will presumably become the brothers' classic compilation. But when we meet them in this film, Jake and his rationalist brother Will (Matt Damon) are anything but ivory-tower academics. They roam the countryside, one step ahead of Napoleon's suspicious army, ridding villages of fake evil spirits that are played by a troupe of crooked actors the brothers are in cahoots with.

Caught and almost tortured to death by an officious French commandant (Jonathan Pryce, star of Gilliam's ``Brazil'') and his comic opera Italian henchman (Peter Stormare, in a performance that would embarrass Chico Marx), the Grimms are rescued by reports of even bigger supernatural charlatanism in an isolated burg.

Sent to shut the scam down, the brothers find a truly enchanted forest that's stealing children, harboring werewolves and protecting a wicked, centuries-old queen (Monica Bellucci) who will stop at nothing to regain her beauteous youth.

There is much running back and forth between woods and thatched, grungy hovels; this gets old quick but continues. Everyone is encouraged to wave their hands and shout dialogue at a high pitch. If you get headaches easily, this is not the movie for you.

Yet amid all the visual and aural cacophony, Gilliam repeatedly achieves moments of mad movie magic that are breathtaking. You won't want to pass this version of ``The Brothers Grimm'' on to your children. But you may find yourself coming back to marvel at parts of it for the rest of your life.

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

THE BROTHERS GRIMM - Two and one half stars

(PG-13: violence, children in jeopardy, sexuality)

Starring: Matt Damon, Heath Ledger, Lena Headey, Peter Stormare, Monica Bellucci.

Director: Terry Gilliam.

Running time: 2 hr.

Playing: In wide release.

In a nutshell: Disjointed but sporadically stunning goof on the fairy tale-collecting brothers doesn't really work as a narrative but has great fun reimagining familiar material.

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The Mirror Queen (Monica Bellucci) casts her irresistible spell upon the enamored Jacob Grimm (Heath Ledger) in Terry Gilliam's ``The Brothers Grimm.''