John Neville, Eric Idle, Robin Williams (unbilled); co-written & directed by Terry Gilliam; rated PG (violence, nudity, profanity, vulgarity); exclusively at the Mann Cottonwood Mall Theaters.

Fans of "Brazil" or "Time Bandits" - or going back a bit - of the Monty Python pictures, know Terry Gilliam is a filmmaker to be reckoned with. His movies are far from the mainstream, generally contain an underlying darkness and even nastiness, and are filled with imaginative and quite amazing special effects.Hence, the very downbeat satire "Brazil" appealed to a rather narrow audience and even the zany "Time Bandits" - which was quite popular - surprised people with its black undertones.

So it's something of a surprise to report that, despite some of those darker elements going on here as well, Gilliam's latest film, "The Adventures of Baron Munchausen," is most cheerful and upbeat.

That's not to say this movie is any less cluttered, however, and even rather confused at times. But some of what Gilliam has splashed across the screen is nothing short of mesmerizing, and though the whole may be somewhat confused, many parts are wonderful.

The story is set in 18th century Europe - as the opening credits explain: "Late 18th Century. The Age of Reason. Wednesday."

A war is raging against a village and in a local bombed-out theater an acting troupe is putting on a production about Baron Munchausen's legendary exploits. Suddenly, in bursts an old man who says he is the baron and the show is all wrong.

He then explains that he is responsible for the war that is raging outside, and we see in a flashback the story of his traveling with four companions, each endowed with a superhuman power, and how they tricked the Sultan out of his wealth, causing him to attack the city.

Back in the theater, Munchausen vows to stop the war by gathering his four friends together again and setting things straight. He begins his journey by making a hot-air balloon from ladies' undergarments and takes a young girl as his traveling companion.

Their travels take them to the moon, where they meet the king and queen, whose heads detach from their bodies; to an underground cavern where they meet nasty-tempered Vulcan and his gorgeous wife, the goddess Venus (introduced to us Botticelli-fashion, nude in a clam shell); and ultimately to the inside of a sea monster.

The cast is wonderful, most notably Robin Williams (in an uncredited cameo), easily stealing the show as the wacky king of the moon, who is philosophical when his head floats freely but quite carnal when it attaches to his body again, and Eric Idle (Gilliam's fellow Monty Python alumnus), hilarious as the dull-witted fastest man in the world.

And Gilliam has set up so many entrancing set-pieces that it's impossible to list them all, my personal favorites being the rope-climb from the moon, the floating dance with the baron and Venus, the baron traveling by cannonball through the air and Idle chasing down a bullet during a heated battle.

The set design, special effects, costumes and makeup are all fantastic, and certainly the film is rapidly paced. But often it all seems rather cumbersome, all chaotic frenzy and noise, lacking the wit that might have made it more of an endearment to moviegoers.

To be sure, in addition to the original Baron Munchausen tales, there are overtones of everything from "Pinocchio" to "The Wizard of Oz," but Gilliam has his own, original wild-eyed imagination, and that presence certainly outweighs those elements that seem overly familiar.

"The Adventures of Baron Munchausen" is a film that audiences will either feel tired from and never want to see again, or that may invite a second viewing to catch everything. As for me, I'll be returning. Probably more than once.

It is rated PG for violence, most of it quite comical, a couple of minor profanities, some brief female nudity, and a few vulgar jokes, primarily from the Robin Williams character.