Jeremiah Chechik directs Don Macpherson's script in an a surreal London; one whose streets are as clean as Disneyworld's: no ads, traffic, or supernumerary characters. The film has the look of a Magritte painting as reshaped by a craftsman of a comic-book, its two leads clothed in styles as different as their outlooks on life. Brought together by a honcho nicknamed Mother (Jim Broadbent) to challenge the agenda of the villain, Sir August de Wynter (Sean Connery), Steed represents the ultra-traditional London of the 1960s while metereologist Dr. Peel (Uma Thurman) depicts the city's style in 1999. Steed is dressed in a bowler with a smartly tailored Sayville Row pinstripe suit; Peel prefers a catsuit that clings to her well-shaped form and resmebles nothing less than Batman threads.

The forty-four million dollar movie, which was not open for advance critics' screenings, stresses neither the special effects (which are exemplary) nor scenes of action and violence (which are stylized and deliberately bloodless). Rather it relies on a hoped-for chemistry between Uma Thurman and John Steed, who spend the one hundred minutes largely trading silly snippets of intelligence and lame sexual innuendos. We are meant to wonder whether the two take the time to consummate their verbal imputations but their chemistry is so wanting that we leave the theater confident that they are all talk and no action. The sentences traded between the dauntless duo are so short and fleeting, as though to simulate a stand-up comedy act between straight- man and punster, that their conversation soon becomes annoying. "I thought I was seeing double," Steed complains after a nasty blow to the head. "That makes two of us," responds the cool, cerebral Peel. The two are so icy--they're meant to be, actually--that you can picture them thriving in the subzero climate planned and executed by arch villain de Wynter. De Wynter's repartee with his nemesis is of the level, "Now, prepare to die," to which Steed responds, "Not yet."

Occasionally the audience is challenged to recall a fractured Shakespearean quote. De Wynter, addressing an audience of fellow-conspirators dressed in Teddy-bear costumes to conceal their identities, announces, "Now is the winter of their discontent." When Peel and Steed peel the costume from the head of a dead bear, Steed mourns, "Alas poor Teddy," to which Peel parlays, "I knew him, Steed."

Director Jeremiah Chechik tries to be all things to all audiences: a Cubby Broccoli to the Bond fans, a Merchant and Ivory to the sage. In the first instance, he comes close in one scene, that of a insect-helicopters which attack Steed and Peel's fast-moving car in the glorious English countryside. In the latter, he comes up wanting. Overall, those who never saw any of the 1960s TV episodes will be as nonplussed a congregation watching the movie "The X-Files" without an analogous background. Special agent Alice (Eileen Atkins), made up to look like a dowdy old lady with the preferred mind-like-a-steel-trap says, "The weather will get colder till we'll all have to go to hell to get warmer." That's about as sparkling a statement you're likely to get in a film that would be OK as a 6 p.m. TV episode but simply does not come up to the needs of a $44 million blockbuster.