One of the most emotionally affecting moments of Sky Captain and the World of Tomorrow comes, unfortunately, during the closing credits, when jazz vocalist Jane Monheit sings "Over the Rainbow." It's a wistful, haunting rendition that plays beautifully off Judy Garland's Wizard of Oz version, becoming at once old and new, an homage and an original.

It's this challenge, of simultaneously conjuring the classics and offering something fresh and vital, that largely eludes Sky Captain, released on video today. With its retro-futurist visuals and abundant references--in addition to The Wizard of Oz, which the film cites several times, there are nods to King Kong, Lost Horizon, War of the Worlds, Metropolis, Buck Rogers, and countless others--Sky Captain is imbued with a touching reverence for Hollywood's Golden Age. But while the film is a loving tribute, it is also frequently a lifeless one, appealing more for the memories it conjures than for what is actually taking place on the screen.

The story is a likable enough pastiche of genres--war, science fiction, jungle adventure, romance--populated by immediately recognizable types: Joe "Sky Captain" Sullivan (Jude Law), the earnest, resolute pilot-hero; Polly Perkins (Gwyneth Paltrow), the plucky reporter; Dex Dearborn (Giovanni Ribisi), the amiable sidekick and scientific whiz kid; and Dr. Totenkopf (Lawrence Olivier, in a posthumous "performance" cobbled together from archival footage), the reclusive evil mastermind and wizard of this particular Oz. (Angelina Jolie also stars, but I'll get to her later.) The period is 1939-ish, though there are a number of anachronistic slips (e.g., references to the "First World War"). As the movie opens, Hindenberg III is docking at the pinnacle of the Empire State Building, an image lovely enough to make one wish the airplane had never been invented. A German scientist aboard the zeppelin is being followed and subsequently disappears, a story that is covered by Chronicle reporter Polly. The nascent spy drama quickly takes an otherworldly turn when New York is besieged by flying 50-foot tall metal men--think The Iron Giant, but with a bad attitude and a large posse. The overwhelmed police quickly summon Sky Captain Joe Sullivan, who arrives in his trusty P-40 Warhawk to confront the giant machines. Once they're taken care of, former paramours Joe and Polly agree to work together to find out who sent them and why, trading banter as the action moves to Joe's personal airbase (apparently located in Long Island Sound somewhere near Great Neck); back to Manhattan for a dogfight with gull-winged gliders; on to the frozen peaks and hidden Edens of Nepal; and finally to Totenkopf's Secret Island Hideout for a final confrontation with the diabolical genius.

The computer-generated visuals are striking, achieving the slightly grainy look of an old black-and-white film subtly colorized, the characters' faces glowing as if lit from the inside. (Had Ted Turner done his tinkering so elegantly, there would have been far less fuss.) First-time writer-director Kerry Conran famously spent years putting together a six-minute short in this style on his home computer; producer Jon Avnet then help him get the resources to expand it into a full-length feature. Memorable images are scattered throughout the film: The rapturous look on Polly's face, her hair billowing, when Joe flips his plane (and her) upside down; the menacing, tentacle-armed robots that converge upon Dex; the uniquely lush and colorful valley of Shangri-La.

But there are also moments when the technical wizardry stumbles. The actors worked almost entirely in front of blue-screens, with their surroundings digitally painted in afterward, and sometimes the disconnect between the two is jarring. A few scenes (notably one in which Polly flees giant robots rampaging through midtown) recall a little too well those old movies in which foreground characters scream at a background dinosaur that quite obviously inhabits a different snippet of film. There are also times when Conran lets the infinite visual possibilities of the computer age get the better of him. One airplane that turns into a submarine is enough of a stretch; a flotilla of them feels like overkill, somehow disloyal to films from an age when such self-indulgence was not technically feasible.

The cast struggles a bit as well, perhaps in part because they are usually performing on an empty set. (One wonders how much further this trend might go. Could film one day be like music, with performers dropping by the studio to "lay down" their individual parts, all to be put together at a later date?) Law, audibly restraining his accent, never quite registers as the All-American Hero. He's a little too amiable and easygoing to be charged with saving the world. Paltrow's languid, self-assured Polly feels too modern for the context, lacking both the spunk and the sexual ill-confidence of her go-getter-girl forbears. Ribisi is more fun as boyish Dex, just managing to keep a straight face every time he refers to Joe as "Cap'n." But it is simultaneously odd and telling that it is Olivier--the creepiness of his brief, ghostly appearance notwithstanding--who seems most at home in the film.

Which brings us to Angelina Jolie, who plays Franky Cook, the leather-suited, eye-patched leader of an air squadron who is an old friend (and perhaps more) of Joe's. If Paltrow seems like she's from the wrong era, Jolie seems like she's from the wrong planet. A female Nick Fury, she's utterly out of place in the film's 1930s milieu--and thank goodness. Though she's on screen for barely ten minutes and doesn't deliver much in the way of a performance, she nonetheless adds a little swagger to a film that too often seems timid, as if it's worried about being insufficiently true to its classic forbears. The eye patch is a brilliant touch: For all Sky Captain's digital effects, Jolie's piratical visage may be the most memorable sight in the film. (One half hopes she recognizes this, and like James LeGros's self-involved movie star in Living In Oblivion--allegedly based on Brad Pitt--insists on wearing an eye patch in future roles.)

Apart from Jolie's brief appearance, Sky Captain rarely ventures far from its Golden Age source material, and endearing as this faithfulness is, it is also a bit stifling. Conran obviously doesn't want the film to play as parody, so he strives hard to downplay his story's innate campiness. But the adventure serials of the '30s are campy, at least in our jaded hindsight. By treating them with such earnest reverence, Conran passes up some of the fun and energy that they carry even today. What he gives us instead feels a bit like a museum piece, better at explaining the spirit of the time than at evoking it. Sky Captain is worth seeing for its exceptional look and for the obvious love of classic film that permeates virtually every frame. But by the end you, too, may feel a little sorry that Conran didn't instead turn his hand to The Adventures of Franky Cook and Her Flying Hellcats.

The Home Movies List:
Reference Department

King Kong (1933). During Joe and Polly's underwater wanderings they encounter not only the sunken hull of Titanic, but also that of S.S. Venture, the ship that brought Kong to New York. (Note the large cage on its deck.) Kong himself can also be glimpsed briefly in the background of an early Manhattan scene, climbing his favorite landmark.

War of the Worlds (1938). When Polly, on the phone with her editor, describes the robots' approach, her lines are lifted directly from Orson Welles's famous radio broadcast. ("They're crossing Sixth Avenue ... Fifth Avenue ... They're a hundred yards away....") As a bonus, the sound made by the robots' lasers is the same sound made by the alien death rays in the 1953 film version of War of the Worlds.

THX 1138 (1971). Not all of Conran's references are from the Golden Age. Here, he nods to George Lucas's early dystopian feature by having Dr. Walter Jennings work in "Suite No. 1138."

Marathon Man (1976). Immediately after the heroes encounter Totenkopf for the first time, Joe repeats the question famously uttered by Olivier's demon dentist: "Is it safe?"

The Empire Strikes Back (1979). More Lucas. When Joe arrives at Frankie's aerial platform, he is granted permission to land on a platform with the same number (327) as the one on which Han Solo docked the Millenium Falcon in Cloud City.

Metropolitan (1990). Though there have been a few Polly Perkinses scattered across the years, I like to think the Sky Captain character is named after the "composite" that Nick Smith invented to illustrate Rick Von Sloneker's villainy in writer-director Whit Stillman's delightful debut. Conran's Polly may have had romantic travails with her Joe, but they are nothing compared to what her namesake endured.

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