"Death Becomes Her" spends its first two-thirds merely setting up the rousing, whiz-bang payoff. Unfortunately, that payoff has pretty much been given away in the film's advertising.

The startling special-effects here, which allow human bodies to literally become cartoons that can twist and turn into any number of bizarre shapes, are what this picture is all about. Everything else is window-dressing.

The story has two rival celebrities, Meryl Streep as a vain actress and Goldie Hawn as a writer who lets herself go to seed, vying for the affections of Bruce Willis, once a prominent Beverly Hills plastic surgeon. He is now a mortuary cosmetologist.

In reality, the women are really more in love with their own looks - and they'll do anything to remain young and beautiful. Fighting over Willis is just a ploy they use to get revenge on each other.

In the opening scenes, Streep is flopping on Broadway while Hawn is about to marry Willis. Naturally, Streep attempts to win him away from her. This sends Hawn into a depressive spiral, causing her to gain an enormous amount of weight, and she eventually winds up in an asylum.

Years later, Hawn has somehow found a way to rejuvenate herself and writes a successful how-to book on beauty and style. But she's obsessed with revenge and, as Streep bemoans her own aging, Hawn goes after Willis once again.

Into the picture steps Isabella Rossellini, as a witch who offers Streep the gift of eternal youth. But, of course, there's a hitch.

To tell much more would spoil the momentum, if not the surprise. But suffice it to say everyone in this pictures gets what he and she deserves. And in some cases, it's quite mean-spirited.

But, again, we're talking live-action cartoon here. In fact, this film practically redefines the term. Don't think of just silliness. Think of mayhem on a par with Yosemite Sam and Daffy Duck.

Streep and Hawn's roles are terribly underwritten, making them one-note, shrieking freaks, especially in the final third. Willis comes off better, however, displaying a natural talent for light comedy in the Cary Grant vein. Of course, Streep and Hawn have proven their comic talents elsewhere (in some ways this film resembles Streep's "She-Devil"). But when's the last time Willis did comedy without the Mr. Macho baggage, not to mention automatic gunfire? His meek, sheepish qualities here are quite ingratiating and show a side of his talent that may surprise his fans.

Unfortunately, the film as a whole is too often shrill and obnoxious. This is especially surprising as it comes from the directing hand of Robert Zemeckis, who kept "Who Framed Roger Rabbit" from crossing that line, though it threatened to from time to time.

It is rated PG-13, which seems awfully tame considering the amount of violence involved. Not to mention the surprising amount of gratuitous female nudity (primarily Rossellini). There is also some profanity.