FUR: AN IMAGINARY PORTRAIT OF DIANE ARBUS — ** — Nicole Kidman, Robert Downey Jr.; rated R (nudity, sex, profanity).

Filmmakers have been wanting a crack at the story of outsider photographer Diane Arbus for years, and after watching Steven Shainberg's grinding, well-meaning failure, "Fur: An Imaginary Portrait of Diane Arbus," you can't help but wish that someone like Todd Solondz or David Lynch had gotten the job instead. You know, somebody who would have really let Arbus' freak flag fly.

Instead, Shainberg ("Secretary") has fashioned something of an "Alice In Wonderland" meets "Beauty and the Beast" fable that, owing to the presence of star Nicole Kidman, also feels like a sequel to the dreamy "Birth." This is not a good thing, even if you were among the few bewitched by that particular movie.

Shainberg gives us his idea of what turned housewife Arbus into a celebrated photographer of freaks and geeks, but provides little in the way of insight into the dark recesses of Arbus' inner life. In that respect, "Fur" brings to mind "The Motorcycle Diaries," the story of a young Che Guevara so squeaky-clean that you couldn't possibly consider the idea he'd one day be wantonly executing people without trial.

The point is, if you're going to make an original story about an icon, you can't divorce it from the person we know existed later in life. The seeds of madness need to be planted.

When we first meet Arbus here, she's working as an assistant to her commercial photographer husband (Ty Burrell) and being a mother (sort of) to her two daughters. What she really wants to do is hit the morgue or a flophouse and shoot her own photos of people on the fringes.

Arbus doesn't know how to go about doing this or even articulate it until she meets a neighbor in her New York apartment house, Lionel (Robert Downey Jr.), a man afflicted with a rare disease that has covered his entire body in fur. Lionel gives Arbus entry into the netherworld of dwarves and misfits, all of whom, as seen by Shainberg, are a bit too apple-pie for the perverse world we associate with the photographer.

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It's tedium, not tidiness, that really dooms the movie. Arbus' upstairs encounters with Lionel chart a gradual progression as she moves from shyness to full-blown voyeur, but the meetings are mostly juiceless. The moment when they finally reveal their naked selves to each other is surprisingly flat, particularly after the long build-up. Downey, submerged beneath marvelous Stan Winston makeup, does manage to mesmerize, mostly using his eyes and voice.

But really, Downey's Lionel comes off as just a big teddy bear or, as my colleague Bob Strauss noted while we were watching the movie, a really furry Joe Eszterhas. Now that's a scary notion, the kind of thing "Fur" could use more of in spades.

"Fur: An Imaginary Portrait of Diane Arbus" is rated R for graphic nudity, some sexuality, language. Running time: 122 minutes.