You won't hear a pin drop or popcorn pop as this extremely noisy, effects-drenched, highly stylized vampires-vs.-werewolves horror tale force-feeds the senses while depriving the brain of any nutrition whatsoever. All smart looks and little substance, Underworld--handsomely and economically produced on stony, musty, atmospheric locations in Budapest--might even be too de trop to please fans of gore, sci-fi, graphic novels and technopop.

Yes, the film is a showcase for lots of snazzy special effects, especially as certain characters morph into their monstrous counterparts and metal pierces skin, so hard-core horror buffs might get hooked. But filmgoers who relish good storytelling and characters who resonate as real flesh and blood and not just the latter will not, ahem, be sucked in.

Taking a page from Star Wars or Lord of the Rings rather than Dracula, Underworld invents a massive clan war pitting upscale, fashion-conscious elite vampires (the 'beautiful people' of the underworld) who live in dark Gothic opulence against the Lycans, lowlife werewolves who scour the streets. Their bloodletting face-off, sometimes literally so, is a variation on that endless battle of universal proportions between the two ageless adversaries of good and evil.

Like the look of the film itself, good and evil here are really subtle shades of blue and gray. Sort of on the good side are vampire warrior Selene (Kate Beckinsale) and medical student Michael Corvin (Scott Speedman), who fall in love. (Yes, screenwriter Danny McBride also lifts from Shakespeare, specifically Romeo and Juliet.) Both Selene and Michael, a reborn Lycan, are unaware of his true werewolf nature and it is Selene's pursuit of the seemingly innocent Michael that gets the action going.

Selene's rival Lucian (Michael Sheen), the bearded werewolf leader, is also after Michael, as Lucian and crew are plotting to combine the blood of the two factions to create a super-race. Doc Michael, as both medical intern and Lycan, is integral to the plan.

Selene also has enemies in her own ranks. There's arrogant vampire boss Kraven (Shane Brolly), also attracted to Selene. And there's her mentor Viktor (Bill Nighy), awakened a little early after many centuries of sleep to help in the crisis. In line with the film's plotting, his allegiances, too, are murky.

Underworld is rife with violent, often extended shootouts. While bullets bombard the film's characters, it's the noise that will kill some audiences. Underworld is ultimately meant as horror for the downtown chic set, but chances are few hipsters will want to push past this velvet rope.

--Doris Toumarkine