It’s palpably obvious that everyone involved in this movie poured their heart and soul into it, but this film just doesn’t work. Why? Two reasons: Pacing and characterizations.

You know the amazing fantasy sequences that serve as the movie’s raison d’etere? We get two of those — at length and back-to-back — within the first ten minutes. And we don’t get another one until the halfway point. At every second in between, the movie audibly deflates. Additionally, the third act is rushed and unforgivably mundane for a prolonged dream sequence.

As for characterization, I must say upfront that it’s not horrible across the board. Christopher Plummer, Tom Waits and Verne Troyer all turn in very good performances for wonderful characters. Special mention must also be given to Lily Cole. Yes, I was skeptical at the notion of a 22-year-old playing a girl of sixteen, but Cole actually has to play a pretty wide range of ages and she does so in a way that precious few other actresses could. Of course, it might help that Valentina is rather mature for 16 (more on that later).

Unfortunately, we also have Anton, played by Andrew Garfield. The script did this guy no favors. I never felt like I got to know this character and I sure as hell didn’t come to like him. And right there with him is poor Heath Ledger. I wish I could say that this was a wonderful swan song for him, but it’s hard when all of his best character beats were crowbarred into scenes that eventually went to Jude Law or Colin Farrell.

Now, here’s the kicker: Anton and Valentina are in a love triangle with Ledger’s Tony. Anton is an unlikeable character and Tony is too much of a cipher to be a viable protagonist — let alone a viable love interest — which leaves Valentina as the only well-developed character in the threesome. Additionally, I was never very comfortable with Tony macking on a girl who’s supposed to be 16, though the movie did hint that 16 is the age of consent in Britain, so that might be a cultural thing. But most damning is that all three of their character arcs had endings that felt completely unearned. This love subplot is present in some capacity through at least 80 percent of the movie and from top to bottom, it’s a failure.

Still, I’m not sad to have seen this movie. The art direction and cinematography are superlative on both sides of the mirror and all of the classic Terry Gilliam themes are in full effect. He sings the praises of imagination and stories, pooh-poohs technology and consumerism, ponders mortality and he even throws in a few new ones like change, obsolescence and compromise. As a side note, this is the second Gilliam movie I’ve seen that features Satan in a prominent role — the first being Time Bandits — and I have to marvel at how the two depictions have absolutely nothing in common.

The bottom line is that this movie is an unfortunate disappointment. If the script had another few polishes, if Ledger hadn’t died and if Andrew Garfield had been recast, then this could have been something truly great. As it is, Gilliam reached for the clouds and came up short.