Dir: Karyn Kusama. US. 2005. 92mins.

A cult animated MTV series from the early 1990s getsa disappointingly dull live-action makeover in sci-fi thriller Aeon Flux, directed by Sundanceaward-winner (for her debut film Girlfight) Karyn Kusama.

Teenage fanboysand their slightly older brothers will be the primary audience, and with Charlize Theron wearing the titlecharacter's form-fitting black outfits the Paramount/Lakeshore production mightwell work for that core constituency. Wider audiences will be hard to come byin the theatrical marketplace, though they might be more willing to take achance on the DVD release.

Paramount launched the filmin the US (without press screenings) last weekend, in the brief window beforethe arrival of Christmas effects spectaculars including fanboymust-see King Kong. The estimatedopening gross of $13.1m from 2,608 theatres puts Aeon Flux on course for a modest final take somewhere between thedomestic totals achieved by recent action heroine workouts Elektra ($24.4m) and Catwoman ($40m).

Openings were day and datein Russia and a few Asian territories and the rest of the internationalmarketplace will follow in the New Year. The supporting cast's internationalmakeup will give distributors - UIP in some territories, independents in others- a small marketing leg-up, but the film is likely to make a significanttheatrical mark only in territories where the original MTV series was widelyseen.

Created by Peter Chung, theanimated series (just reissued on DVD in the US) was wilfully enigmatic andoften almost plot-less. The movie script, by the team of Phil Hay and Matt Manfredi (The Tuxedo,Crazy/Beautiful), comes up with amore comprehensible back-story and narrative shape.

It's 2415, 400 years after a virus wiped out 99% ofEarth's human population. The descendents of the survivors live in Bregna, a walled city-state ruled by scientist-dictatorsthe Goodchilds. Aeon Flux (Theron)is part of a movement of underground freedom fighters aiming to overthrow theregime.

Embittered by thestate-sponsored murder of her sister, Aeon is sent by the movement toassassinate ruler Trevor Goodchild (New Zealander Csokas, last seen in KingdomOf Heaven). But before the mission is accomplished she discovers an oldlink with her target and learns that Trevor has found a way to resuscitate thehuman race.

The cloning theme behind thestory isn't particularly original but it does promise some potentiallyinteresting twists. Interest and tension are dissipated, though, by the film'swandering pace and wavering focus.

The action scenes - Aeonevades capture with her spectacular acrobatics and long-legged martial artsskills - compensate, but only partially. The effects are up to par for aproject with a reported budget of around $60m, but only a few of them arereally memorable.

What the movie lacks most isthe edge of the animated series, which had a dark, amoral tone and anultra-stylised, S&M-influenced look. There is none of the humour and, presumablybecause of the film's PG-13 US rating, none of thekinky sexiness that made the series stand out. Here, Aeon is a relativelybland, conventionally heroic freedom fighter and Trevor Goodchildis a boy scout compared to the series' fascistic mad scientist.

The movie (mostly shot atGermany's Studio Babelsberg) isn't helped by the odddecision to have much of the action take place in bright daylight and insettings that look like the campus of a nondescript redbrick college.

As Aeon, the wholesome-lookingTheron seems subdued when she should be surly and herstrong supporting cast is mostly wasted. Among the talents forced to deliversilly lines in loony costumes are Sophie Okonedo(from Hotel Rwanda), Jonny Lee Miller, Pete Postlethwaiteand Frances McDormand.

Production companies
Paramount Pictures
Lakeshore Entertainment
Valhalla Motion Pictures
MTV Films

US distribution
Paramount

International distribution(select)
UIP

International sales
Lakeshore

Executive producers
Tom Rosenberg
Van Toffler

Producers
Gale Anne Hurd
David Gale
Gary Lucchesi
Gregory Goodman
Martha Griffin

Screenplay
Phil Hay
Matt Manfredi

Cinematography
Stuart Dryburgh

Production design
Andrew McAlpine

Editors
Peter Honess
Plummy Tucker

Costume design
Beatrix Aruna Pasztor

Music
Graeme Revell

Main cast
Charlize Theron
Marton Csokas
Jonny Lee Miller
Sophie Okonedo
Pete Postlethwaite
Frances McDormand