It's a high-school dropout's worst nightmare:

You buy a ticket to a summer action film. You see all the great characters from the Cole's Notes you skimmed in a panic before English Lit tests, which you failed spectacularly. And you realize these characters have gathered on screen to mock you.

The audience chuckles knowingly at lines that don't seem like jokes (A ship's mate introduces himself: Call me What-mael?). You sink in your seat, peering nervously over the lid of your Sour Patch Kids bag.

The movie ends. You stalk into the lobby thinking, "Was that un-kill-able dude, like, Wolverine's grandpa, or something?" You wonder if anybody could have enjoyed the movie less than you.

Then you see him.

Your 10th grade literature teacher, Mr. Peabody, has just emerged from the theatre in a state of misery. Red-faced, eyes bulging, dabbing his sweaty forehead with the end of his clip-on tie, he sputters about "butchering the classics" before shredding his ticket and grinding it slowly into the butter-and-popcorn slickened floor.

So who WOULD enjoy The League of Extraordinary Gentlemen?

Basically, anyone who cared enough to familiarize themselves with such books as H.G. Wells's The Invisible Man, Bram Stoker's Dracula, or Oscar Wilde's The Picture of Dorian Gray -- but doesn't care enough to see them plundered for the sake of a boisterous, cartoony action story.

The best part of LXG (the inexplicable shorthand title used by the studio) is the long setup, when Allan Quatermain (played by Sean Connery), the intrepid hunter and explorer from H. Rider Haggard's King Solomon's Mines, rounds up a list of unusual suspects for a secret mission.

He finds Nemo (Naseeruddin Shah), the mysterious submarine captain from Jules Verne's 20,000 Leagues Under the Sea; Dr. Jekyll and his monstrous alter-ego Mr. Hyde (Jason Flemyng), from the Robert Louis Stevenson book; Mina Harker (Peta Wilson from TV's La Femme Nikita), who was the woman seduced by Dracula; and AN invisible man (Tony Curran), but not THE invisible man (the producers said they didn't think Wells' character was in the public domain.)

Also along for the ride are Mark Twain's Tom Sawyer, (Shane West, from A Walk to Remember) who has left Huck Finn behind to work for the Secret Service, and Dorian Gray (Queen of the Damned actor Stuart Townsend), a blackhearted playboy rendered invincible and eternally youthful by a mystical portrait of himself that absorbs his years and injuries.

It's getting harder to buy the 72-year-old Connery as an action hero anymore, but he punches his way through this one with gusto, even though he seems a little befuddled by what's happening (that's OK, his character would be, too.)

The best scenes are between Harker and Gray, both of whom have monsters inside of them, one reluctantly, the other intentionally. The interplay between Nemo, who seeks atonement, and the haunted Quatermain, who fears his adventuring is at an end, also results in a few touching scenes.

Director Stephen Norrington (Blade) reportedly clashed with Connery on the set, and the actor was involved in editing the movie, so it's hard to say who foolishly shunted aside character nuance in favour of EXPLOSIONS. The elaborate action sequences often resemble something out of the corny sci-fi antiquities of 1999's Wild, Wild West.

The movie is based on a comic book created by Alan Moore and Kevin O'Neill that had a darker, mysterious element, revisiting the famous characters after their greatest adventures and imagining how their lives might have turned out. More of that melancholy fantasy and less special-effects bombast would have served the movie well.

Two stars out of four.