Swarms of creepy-crawly bugs are the harbingers of bad stuff in "The Brothers Grimm," which uses the visual device so often you'll be half-tempted to dash out of the theater and return with a can of Raid. For all of its visual flights of fancy - this is, after all, a Terry Gilliam film - "Grimm" turns out pretty grim, a messy fairy tale riff that overcompensates for a less-than-enchanting story with frenetic busyness.

The premise has promise. Jake and Will Grimm (Heath Ledger and Matt Damon) travel from medieval village to medieval village, offering their exorcism services to haunted communities. But we soon discover that the brothers are hucksters who stage hauntings so they can ride in and save the day. Then, one day, they get busted and sent to take care of a genuine enchanted forest. Consider it a tale of the boys who cried big, bad wolf.

As you may have guessed, this is the Gilliam of "Time Bandits" and "The Adventures of Baron Munchausen," not "Brazil" or "Twelve Monkeys." Some combination of comic bumbling and supernatural occurrences fills every scene as the brothers face down those bugs and other menaces, including the most nimble trees this side of Macbeth, a nefarious queen (Monica Bellucci) and French government officials, led by Jonathan Pryce, who aren't exactly helpful.

"The Brothers Grimm" has the aimlessly frenzied, stop-and-start rhythms of a movie that had a rough road from development to multiplex. Sure enough, Gilliam and former Miramax executive Bob Weinstein quarreled over the film's vision and direction, to the point that Gilliam left the production for six months to work on another film ("Tideland" premieres at next month's Toronto International Film Festival). The sights and perpetual motion of "Grimm" are enough to keep you distracted, but they never add up to much of anything.The movie's deficiencies carry a trace of irony, given its fairy tale basis. Fairy tales delight through the simplicity of their moral instructions - they generally aren't convoluted or tiresome. "The Brothers Grimm" is both. You can see the stretch marks that result when a project is yanked in two different directions, neither of them well defined.It's been a rough few years for Gilliam, what with his "Don Quixote" catastrophe (chronicled in the documentary "Lost in La Mancha") and now his fractured fairy tale. Here's hoping he gets it turned around. At his best - "Brazil," "Time Bandits," Monty Python - he displays a childlike sense of subversion fueled by a bottomless visual imagination. As the movie gods know very well, he's due for a break that lets him show his vintage stuff.