So what went wrong? Virtually everything. Let's start with the central characters. As played by Patrick Macnee, John Steed was a conservative, dapper fellow and formidable foe. His droll wit and assured smile reflected the confidence of a consummate renaissance man. In the hands of the usually excellent Ralph Fiennes, Steed merely seems constipated. Wearing a smirk for most of the film, his performance is far too wispy and tentative for a character of such substance.

As for Mrs. Peel, the results are even more painful. Diana Riggs turned the character into the epitome of chic, combining razor sharp intelligence, a keen sense of humor, killer fighting skills and a devastating smoky sexuality. Uma Thurman simply hasn't a clue. While her Mrs. Peel possesses the appropriate looks and wardrobe, everything else is missing. More often than not, she comes off like a coy model or simply a victim.

In the series, the relationship between John Steed and Mrs. Peel simmered beautifully. Here they kiss, effectively killing the romantic and sexual tension the original maintained for years. Imagine if Mulder and Scully had smooched in the first episode of "The X Files" and you'll have an idea of the dampening effect this kiss has on the duo.

As for the legendary banter between the characters, most of the lines here are as stilted and leaden as the scripted exchanges between Academy Award presenters before they open the envelopes. What passes for wit is often beyond embarrassing. The film contains a scene where Mrs. Peel falls through a hole in the earth and plummets into the villain's lair. When he greets her, she actually says "I thought I'd drop in." This is humor? For God's sake, cartoons don't even use that line anymore!

Speaking of villains, the bad guy here is Sir August De Wynter (Sean Connery, in a blustery performance), a megalomaniac bent on taking over the world with a purloined weather-controlling machine. The plot, for lack of a better word, involves clones, criminals dressed as bulky teddy bears, giant mechanical bees, and enough outrageously fake looking snow, cut-rate CGI and cheesy special effects for a dozen low budget syndicated sci-fi TV shows (hell, even the blue screen scenes look phony).

Add a lot of big, showy sets and costumes to the aforementioned mess and what have you got? A disaster strongly resembling last years horrible "Batman and Robin," except that, hard is it may be to believe, this one is even worse. Reportedly, the studio chopped a great deal of footage from the film following disastrous test screenings, resulting in a final 90 minute version that feels like three hours.

The edit renders the comic book plot incomprehensible at times, as characters appear and disappear from various locales for no discernible reason. A perfect example is a scene where Mrs. Peel enters a phone booth on the estate of her enemy and states the code words to trigger a secret entry mechanism. How does she know the villain's code? Why is there a phone booth in the middle of a sprawling estate? And most importantly, how did they take a wicked good TV series and turn it into such a godawful movie?

Stay away from "The Avengers." Episodes of the original series are due on video shortly and it's likely that some cable network will rerun the series to capitalize on the publicity from this travesty. Seek out the show and you can enjoy one of the highlights of 60's pop culture entertainment while avoiding one of the low points of the 90's.