While recently watching “The Brothers Grimm,” an audible cry of “what?!” could be heard from members of the audience.

This one word exclamation perfectly encapsulates the feeling that many had upon leaving the theater. Epic in scope, director Terry Gilliam’s latest film topples under its own weight, bringing the viewer’s enjoyment down with it.

The premise is humble enough: Two con men are out for money, preying upon local villager’s superstitions to get them to give up their hard-earned cash.

Soon, the brothers find themselves in over their heads with fantasy creatures that neither actually believed existed.

Amidst fighting off fairytales, they must also find out who is kidnapping girls from the local town as well as escape from the clutches of the evil French who are out to stop the brother’s thieving ways.

The problem arises in the film’s execution. Virtually every scene presents a different fairytale reference, featuring such well-known stories as “Little Red Riding Hood” and “Hansel and Gretel.”

Despite the films allusions to so many classics, it never bothers to tie them together in any cohesive way. This is an instance where less would have been more, as the excessive number of fairytales included causes the film to lose clarity.

At times it seems that the numerous references were incorporated simply to garner nostalgia from audiences, which is by no means an excuse for lack of plausible narrative.

Oddly enough, the feeling derived from this film is not entirely unlike the stupor experienced by Gilliam’s drug-riddled protagonists in his previous wide-release film, “Fear and Loathing in Las Vegas,” another movie which seemed to miss the mark with critics.

That’s not to say the film is without its high points. The forest sets are all beautifully done, showcasing a dreamscape of vibrant colors and images. This is especially evident in the film’s tower centerpiece, which eclipses the splendor of other recent fantasy endeavors.

Through use of overemphasized color, the scenes are given a more-than-real quality, which is most easily understood by actually seeing it. Gilliam is no slouch in presentation, and the gorgeous nature of the film is almost enough to make up for the inane plot.

Also of note are the film’s leads. Heath Ledger and Matt Damon both do an excellent job in their roles as the Brothers Grimm, providing convincing accents as well as realistic reactions to the situations into which they are thrust.

Lesser-known actress Lena Headey does an excellent job as a stubborn villager who comes to the aid of the befuddled brothers. With such high-quality acting involved, it is a shame that Gilliam couldn’t have made the movie itself more worthwhile.

In short, fans of cinematography will find something to like in this film as long as they can turn their brains off for its duration.

Clocking in at two hours, this over-bloated piece of cinema could have done with some more cuts to its content. For that matter, it could have done with a rewriting of the script, but seeing as how the film is in theaters now, it’s a bit late for a revision. Overall, “The Brothers Grimm,” is a visually pleasing, if terribly pointless film.