In their heyday, Rocky and Bullwinkle occupied two three-and-a-half-minute slots on their popular early 1960s cartoon show. The rest of the half-hour (excluding commercials) featured other clever, hip animated segments such as 'Fractured Fairy Tales,' 'Peabody's Improbable History' and 'The Adventures of Dudley Do-Right.' Even dismissing the observation that brevity is the soul of wit, who in their right minds could imagine these two-dimensional characters sustaining a feature-length motion picture? The producers Robert De Niro and Jane Rosenthal (Analyze This), for starters, and less surprisingly, Tiffany Ward, the daughter of Rocky and Bullwinkle's creator, Jay Ward. Granted, the flying squirrel and the clueless moose find themselves morphed into 3D, interacting with live actors and even flesh-and-blood villains from Pottsylvania. But all the technological wizardry of Industrial Light & Magic, and an all-star cast, including De Niro himself, can't match the wacky charm of those crudely animated cartoon shorts.

Director Des McAnuff's The Adventures of Rocky and Bullwinkle begins promisingly, with a cartoon sequence mimicking the original, in which the careers of the steadfast friends are brought up to date. Down on their luck in a depressingly deforested Frostbite Falls, Minnesota, the pair ekes out a living on diminishing residuals, forgotten by their former fans. The announcer of the series, who is also narrating the movie, is shown going home to mother, reduced to narrating the events of his own life.

Fortunately, evil is eternal, and Rocky and Bullwinkle find themselves in demand again as the foils of their old nemeses, Boris Badinoff, Natasha and their commander, Fearless Leader. Having barely survived the fall of the Iron Curtain (they were beneath it at the time), the former Soviet no-goodniks have set out to 'zombify' America through forming a network called 'Really Bad TV' (RBTV), which will air shows even lamer than those on now. To accomplish this first step in world domination, the treacherous trio trick movie executive Minnie Mogul (Janeane Garofalo) into offering them a studio contract. When she reaches through the television screen with the document, they grab hold of it and yank themselves out of Toontown.

As embodied by the phenomenally talented Jason Alexander and stunning Rene Russo, Boris and Natasha more than merit their corporeal status. It's almost frightening how convincingly Alexander plays a cartoon character, mustache twitches, wriggles and all. And Russo, in her one, heavily accented monologue in which she dreams of quitting the spy racket and raising 'little monsters' with Boris, displays her best comic work yet. Though hardly his most memorable character, Fearless Leader allows De Niro the opportunity to continue his self-parodies. He's hilarious when speaking some of Travis Bickle's famous lines in a thick Pottsylvanian accent, monocle firmly entrenched in one eye.

The screenwriter, New York playwright Kenneth Lonergan (This Is Our Youth), whose Analyze This deftly sent up the Mafia genre, manages some amusing puns and malapropisms ('Bullwinkle, our insipid hero'), but fails to create enough comic momentum to keep this gossamer vehicle afloat. The picture starts to sink when Rocky and Bullwinkle pop out of the small screen and join forces with perky FBI agent Karen Sympathy (Piper Perabo, in a thankless role) to stop their arch-enemies. Of course, Bullwinkle thinks his real mission is to enlist the President's help in re-foresting Frostbite Falls, but never mind.

Essentially a road movie with colorful cameos (Whoopi Goldberg, Billy Crystal, Carl Reiner, John Goodman, and Jonathan Winters in several roles), Rocky and Bullwinkle creaks along with some highs but many more lows, until the world is safe again for democracy, and the making of more formulaic pictures based on old television shows According to the production notes, Sherman and Peabody is in the offing. Help! Somebody call Charlie's Angels!

--Wendy Weinstein