300 — ** 1/2 — Gerard Butler, Lena Headey, David Wenham; rated R (violence, gore, nudity, sex, vulgarity).

The new film "300" is cartoonish in more ways than one. This blood-soaked, washed-out, would-be historical epic is based on the well-received comic book miniseries from "Sin City" creator Frank Miller.

It's a faithful adaptation, one that re-creates specific panels from the comic. But like Miller's work, it's also grotesquely over-the-top in terms of its characterizations, going even further with grotesque performances and graphic violence. (How a film this ultraviolent skirted by with an R rating instead of an NC-17 is anyone's guess.)

The film is also quite action-heavy, which turns out to be its saving grace. The lengthy and rousing battle scenes are enough to outweigh most of the clunkier aspects ... sometimes just barely.

The story is based on the possibly mythical tale of the Battle of Thermopylae. According to history, 300 Spartan warriors repelled an invading Persian army that drastically outnumbered them (these events also inspired a 1962 movie version, "The 300 Spartans").

Scottish actor Gerard Butler stars here as Leonidas, the king who led the Spartan defense. In this version of events, his numbers were reduced because politicians can't decide whether to go to war. So with his hand-picked troops, Leonidas tries to outstrategize the Persians by forcing them into a narrow corridor that will reduce the flow of invaders.

Back home, Queen Gorgo (Lena Headey) hopes to rally the full Spartan army. But the duplicitous politician Theron (an oily Dominic West) deliberately stalls that debate. And it may be too late. The Persian king Xerxes (Rodrigo Santoro, from TV's "Lost") is sending wave after wave of soldiers at the determined Spartans, who can't hold the line forever.

Co-writer/director Zack Snyder's film borrows its computer-crafted look from the movie version of Miller's "Sin City," which also featured CGI backgrounds and characters.

And the film also owes an obvious debt to "Gladiator" and the martial-arts epic "Hero" — as well as the "Lord of the Rings" movies. ("Rings" co-star David Wenham also appears here, narrating a few segments.)

Speaking of "Gladiator," Butler's blustery performance was clearly inspired by Russell Crowe, though it has none of Crowe's subtlety.

"300" is rated R for wall-to-wall graphic violence and gore (swordfire, arrowfire, slashings, stabbings, beheadings, creature attacks and explosive mayhem), male and female nudity, simulated sex and some sexual violence, and some sexually suggestive talk and humor. Running time: 117 minutes.

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