SPOILER WARNING: The following contains spoilers -- such as they are --for "Watchmen."

Like the novel it is based on, Zack Snyder's "Watchmen" is dense, detailed, and moves at its own unique pace. For fans of the classic DC Comics graphic novel by Alan Moore & Dave Gibbons, the film plays out like a memory of the story. For those new to the material, it is a genuinely fresh treatment of superheroes. "Watchmen" is first a drama with costumed characters and then a superhero movie.

While the film shows remarkable devotion to the source material, there are alterations, compressions, and outright cuts. However, when one stops worrying about what is absent, it is quite astounding to see what survives. After a pre-credits fight scene depicting the final moments of the Comedian, we are treated to one of the best credit sequences in recent memory. Played to the tune of Bob Dylan's "The Times They Are A-Changin,'" we see enactments of photos from both our history and that of the characters. It is also here that we see a great deal of the Minutemen and their affect on history.

Following that is a surprisingly faithful adaptation of the first two chapters of "Watchmen." While not shot-for-shot, all the beats, mood, and information are presented at the same pace. There is some compression of story, however. Dan Dreiberg goes to visit Adrian Veidt, a task undertaken by Rorschach in the comic book. There, Dreiberg sees Veidt interviewed by Doug Roth. A fairly forgivable alteration, as Veidt's answers from the issue eleven backmatter play well here. The truly surprising sequence is the Comedian's funeral. All the flashbacks are in their proper places and sequence, culminating in Dan's memory of the pre-Keene Act riots. It is here we really get a sense of the Comedian, played by Jeffrey Dean Morgan.

Morgan is quite astounding as the Comedian. From the brutal attempted rape of Sally Jupiter to his Vietnam attrocities to his final breakdown in the apartment of a former villain, Morgan infuses the film version of Edward Blake with a complete humanity. Sure, the character is despicable, but Morgan gives him such a weariness and surprising vulnerability, that you cannot help but feel for him as he is buried.

After the events depicted in chapter two of the novel, the story moves much quicker. Dr. Manhattan goes straight to Mars from the TV studio. Dan and Laurie's relationship moves quicker, without her attempting to go back to the army base. Rorschach's second meeting with Jacobi appears much sooner; and, of course, no scenes from "The Black Freighter." All of these changes are to the film's benefit. Though it is delightful to see the first two chapters slavishly followed, they move too slowly for a theatrical release. While reminiscent of the slow builds major motion pictures were afforded in the 1970s and early '80s, it is not as successful in a modern context.

From this point on, though, the movie runs at a satisfying pace with a great deal of the source material intact. As nuclear tension escalates between the US and the Soviet Union, Dan and Laurie get closer, Rorschach deals with the prison shrink, and Dr. Manhattan remembers John Osterman. The Owlship is put back into service, and after saving people from a fire, Dan decides to jailbreak Rorschach. Laurie is transported to Mars to convince Dr. Manhattan to save the Earth, while Dan and Rorschach race to Antarctica to confront Adrian Veidt.

All of this material is fascinating to watch with such high production values. While director Snyder rejects the color scheme of the original novel, his choices make for a grounded, realistic setting full of Cold War tension. The streets of New York are as mean as our collective memory of that era recalls. One subtle difference is the lack of electric cars. Purposefully held back as a commentary of current times, period correct cars appear as grimy, gas-guzzling, and as brown as possible. It is a visual story point which pays off at the conclusion of the film.

Throughout "Watchmen," Snyder affords himself several action scenes to punctuate the drama: the Comedian's death, Dan and Laurie accosted in the alley, the prison riot, and the final confrontation with Veidt. Each scene features an amount of Snyder's signature gore and slow-motion photography, though not nearly at the "300" level that some fans have fearfully anticipated. The first three scenes are well realized, and the gore in the alley fight and the prison riot surprisingly endear the characters to the audience. While perhaps the greatest violation of the original author's intent, but in major motion pictures, the proactive nature of a fist fight is one of the quickest ways to offer a character to the viewer.

The final confrontation with Veidt is probably the least interesting moments of the film. As fans of the book know, that scene has to play out like a Bond Villain giving away the plot. Add some slo-mo and fisticuffs to it, and you get an oddly paced scene that cannot find its footing. It simply seems to go on too long and never quite builds the appropriate tension for Veidt's punchline.

However, these issues of pace may come from a full understanding of the material. Going into the film without knowledge of the book may make the proceeding move much faster and with greater tension. It is one of the most curious aspects about this adaptation. The central mysteries behind the Comedian's death and his relationship to Laurie drive so much of the book's pace when first reading it, that they must also be enormously important aspects of the film's pace. But, if a viewer already knows about these characters, it's impossible to judge the film's pace and tension as a first time viewer.

So what do fans have to look forward to in the film? They still have the heroes themselves. Rorschach is, of course, the break-out character. While he could never hold as the star of "Watchmen Origins: Rorschach," the nihilism and intensity of the character serve as a great counterpoint to Dan and Laurie's more human story or the aloof nature of Dr. Manhattan. Played by Jackie Earle Haley, Rorschach very much is the grim, gruff-spoken character one hears when reading the book. In a well-realized mask, Haley's Rorschach has the appearance of cool control. Out of the mask, he presents the paranoid psychopath underneath. Also, he nails Rorschach's most famous line from the prison sequence.

Patrick Wilson's Dan Drieberg is a very honest, human performance. While his dialogue is not as consciously old fashioned as his comic book counterpart, Wilson's version of Dan is a man stuck in the mid-1970s. His hair, fashion, and manner would not be out of place in David Fincher's "Zodiac." As his relationship with Laurie escalates, you do want to cheer him on, even if the director is a bit cynical about their initial successful encounter. As some early leaked reviews have said, you will never think of Leonard Cohen's "Hallelujah" in the same way again.

As Dr. Manhattan, Billy Crudup infuses the character with the requisite aloofness, but with a much softer voice than the blue word balloons would indicate. Instead of a deeper, Lawrence Fishburne boom, Manhattan is calm and distant. Being the most fantastical character in the piece, he is realized with CGI. The unreality of that effect, though jarring at the beginning, plays perfectly and occasionally disappears entirely in the fabric of the film.

The two main characters hard to get a read on are Veidt and Laurie. As the action beats are the only really new scenes in the film, actors Matthew Goode and Malin Akerman are given very few scenes for their characters to make their mark. Akerman's version of Laurie is more rounded and a lot less prone to shouting. She also gets a funny quip about superhero movie costumes during the first dinner scene with Dan. Goode's Veidt is inscrutable; which is consistent with the character. Appearing only in a handful of scenes, Veidt is, perhaps, the most distant character in the film. Short of writing new scenes to strengthen their roles, it is hard to mark their performances. They are locked in the hardest parts to inhabit.

"Watchmen" is filled with smaller parts worth mentioning. Carla Gugino is the perfect Sally Jupiter. Matt Frewer, appearing briefly as Edgar Jacobi, makes a great appearence. There is also an ensemble of actors portraying real life figures President Richard Nixon, Henry Kissinger, Ted Koppel, and then TV Commentators John McLaughlin, Pat Buchanan, and Eleanor Clift; each establishing a good impression of those people as they would exist in the 1980s of "Watchmen." Hollis Mason, played by Stephen McHattie, also appears. The full extent of his performance will not be known until a special edition DVD which restores the bulk of his scenes to the film.

Then end is slightly different than that of the book. A more prominent image slots into Veidt's scheme, deleting the island sequence entirely and making certain scenes more key for their background details throughout the film. While the key peice to his endgame is altered, Veidt's intention is not. He still gets what he wants and he still did it thirty-five minutes ago.

The more disconcerting alteration is a line at the film's close that implies Dan and Laurie will have a place in Veidt's world as Night Owl and Silk Spectre. In both the "Watchmen" novel and Alan Moore's "Whatever Happened to the Man of Tomorrow," the main characters visit the female's mother. In both, they have blond hair and inhabit worlds of peace and scientific wonders. The price of this paradise: leaving behind the masks. While the line in the film could just as easily refer to their relationship and the Owl Ship's place in it, the remark almost seems like Snyder is implying the masks are necessary in their private and public lives.

Like the theatrical version of "The Lord of the Rings," parts of "Watchmen" will feel missing to readers and fans of the original novel, but even in that, the amount of affection for the source material displayed is pleasing. The film version of "Watchmen" is unlike any superhero film before it. It has the benefit of twenty-odd years to slyly point at those tropes that evolved into what we now call the "superhero movie." It manages to stay true to the era it depicts, but reflects upon our own times. The film is not the same visceral feel of "The Dark Knight," but it was never intended to be. It is a drama before it is a thriller or an action movie. Its power comes from the ways each key character relates to the others. While it may not offer the same simple delights, "Watchmen" will leave you thinking about a lot more than its story; which, surprisingly, is just like the book.

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