Lady in the Water has its origins in a bedtime story director M. Night Shyamalan made up for this kids. If this the kind of bedtime story he tells, I bet his kids have some freaky dreams. I also bet those dreams are a heck of a lot more intriguing than the film their dad made from the tale he wove for them.

Paul Giamatti (who could read the LA phone book for 90 minutes on-screen and make it look good) plays the unfortunately named Cleveland Heep, a man who is trying to quietly hide away from life as the stuttering superintendent of The Cove, an average apartment building. As the film opens, Cleveland is welcoming a new tenant, literature and film critic Harry Farber (Bob Balaban). Now, logic might tell you that the bit you're going to open the film with should have some relevance to the actual plot and outcome of the tale, but in this case, the inclusion of this character is little more than a gratuitous bitchslap to the critics who have panned Shyamalan's last few films. Practically every word Balaban is forced to utter is a cliche of the snooty film critic (not that there aren't snooty film critics who are like that, it's just that in this case, the character is non-essential to the storyline other than ultimately serving as the obligatory redshirt). And I don't think it's that all those critics have no sense of self-deprecating humor; this character is just so shallowly drawn and blatantly placed that it reflects more on Shyamalan's self-indulgence than on the critics he's panning.

p>Cleveland is convinced that someone has been secretly using The Cove's pool at night -- and he's right. One night he hears splashing, goes to investigate, and falls into the pool. He wakes up with a mysterious, half-naked young woman named Story (Bryce Dallas Howard, as in daughter of Ron) in his apartment. Through a series of convenient and confusing conversations with his Korean mother-and-daughter tenants, Cleveland decides that the strange young woman is, in fact, a Narf -- an underwater being who is somewhat like a mermaid, but not really. She's apparently here to connect with her "vessel" -- a human she is inexorably connected with -- after which she has to avoid getting eaten by the Scrunt -- basically a giant hyena dressed up as a bump on the lawn --so that a giant eagle can carry her back to "The Blue World" from whence she came. This will trigger some cataclysmic societal change that will wake up the earth-dwellers, who will then reunite with their water-dwelling brethren and sing Kum-ba-ya, or something.

In order to make this happen, Story has to connect with a group of people who are here to help her without knowing they're going to do so: A Guardian, A Healer, An Interpreter and A Guild of Protectors. These people, it seems, will have been drawn to live near the Narf's home (in this case, The Cove's swimming pool) without knowing why. This, I suppose, explains why none of the tenants Cleveland approaches to help him help Story bat so much as an eyelash over the situation. Not a one of them looks at him cockeyed and says, "Um, so you think this chick is some kind of water goddess sent her to save earth? Maybe she's pale because she needs to get some sun, and maybe she has this weird story because she's a nutcase or something." There's just not enough conflict there to make it realistic; Cleveland doesn't have to fight at all to pull the team together, it just happens. Which may be part of the point, but it just doesn't feel realistic.

Balaban's character is bad enough, but the rest of the supporting characters are equally one-dimensional. Mr. Dury (Jeffrey Wright) and his son Joey apparently do nothing but sit around and work crosswords and puzzle the hidden meanings of cereal boxes, respectively. Reggie (Freddy Rodriguez) also seems to have little to do -- he spends his days working out one side of his body, in an experiment to see how much bigger that side will get than the neglected one. Funny, I guess, but ... mmmkay. There's Mrs. Bell (Mary Beth Hurt), the eccentric old cat lady, and Mr. Leeds, who sits in his chair watching television all day. Let's not forget the group of stoners who sit around smoking weed and waxing philosophic all day and night (don't any of The Coves' tenants have jobs, for heaven's sake? How the hell do they pay their rent, much less afford all that smoke?).

Then we have Young-Soon (Cindy Cheung) and her traditional Korean mother, who couldn't be more stereotypical if Shyamalan had pulled them from the Book of Stereotypical Asian Characters in Film. The mother, of course, is old-school, speaking only Korean, and they must be recent immigrants, because Young-Soon speaks in that odd accent Asian characters have in films when they've only recently learned the language ("Missa Heep? You wanna some tea?"). Their apartment is painted red and decorated in "This is the House of Asian People" style: Red walls with gold accents, dragon statues, Asian artwork -- it looked like a bad Chinese restaurant. Also, Shyamalan shows so many closeups of the scantily clad Young-Soon's ass in short-shorts, I practically expected her to bat her eyes at Cleveland and say "me love you long time."

Worst of all is Shyamalan's character, Vick -- not because of the character per se, but because Shyamalan cast himself in the role of the humble writer whose work will someday change the world. That's lofty stuff, and Shyamalan totally distracts from the importance of this character by self-indulgently casting himself in the part. It's not that his acting is that terrible (okay, next to Giamatti and Howard he does stick out horribly); it's the egoism of putting yourself as a writer/director into that role that's the problem. There are plenty of better actors who could have played the part, without drawing attention away from the film. Sarita Choudhury, in the part of Anna, Vick's sister, turns in a far better performance.

Giamatti and Howard are given a little more to work with in Cleveland and Story. Cleveland is a tormented man who has suppressed his grief for so long that he's forgotten who he is. In his quest to help Story, he must first wake himself up, and his character has the most interestingly drawn arc in the film. Story is an intriguing character as well: Clumsy and inept among her Narf brethren, she cannot accept that she is special -- that she is the Narf who will change the world through her actions and interactions with the people in this tale. Howard is a splendid actress with years of stage training, and she puts her formidable talent to good use here. In her hands, the bare clay of Story as a character is molded into a beautifully executed portrait of a reluctant goddess with doubts and fears to overcome.

The thing is, Lady in the Water isn't the entirely horrible film that critics have been salivating to sink their teeth into. It's just not a great film, and it fails to live up to the promise of what it could have been. Shyamalan has some beautiful nuggets of ideas, and the message that we earth-dwellers are screwing things up with our never-ending desire to possess things is certainly timely. (Maybe they should run the film as a double feature with Al Gore's An Inconvenient Truth -- except that the former VP would seem exciting by contrast, which is quite a statement in and of itself.) Shyamalan has a stellar cast to work with, but his story, unfortunately, just often isn't worthy of the actors trying to pull it off.

Part of the problem lies in the way the film is being marketed, especially in the trailers. It's presented as a supernatural thriller, a fable about this spooky "lady in the water," when, in fact, the focus of the film is Giamatti's character. The other problem is that Shyamalan tries here to take a storyteller's approach to telling what should be a visual tale, thus violating one of the chief tenets of filmmaking: Show, don't tell. Thus, rather than seeing some fabulous fantasy world from whence the Lady came, with killer CGI showing The Blue World populated by wise water-people who want so desperately to help the land-dwellers that they send their own young ones to the surface to try to connect with them -- thus putting them in mortal danger -- we get a lame cave-drawing intro, and then endless exposition, mostly from Young-Soon and her mother.

I wanted to be drawn into the tale of Story and her world. I wanted to see The Blue World and the rest of the people in it. I wanted to be mesmerized by a well-told fable. I want to hear that the earth is, I don't know, going to stop turning on its axis or something if Cleveland doesn't succeed. There should be high stakes for failure here, but if there are, we never hear them. I wanted to be be swept along by the flow of the storyline, and dazzled by an ending that pulled it all together and made the ride worth while.

Bottom line: I wanted to be blown away and deeply moved by this tale, but I just wasn't. Shyamalan is capable of doing better. He really needs to put his ego on a shelf and bring on board a producer who will share some creative control and tell him when he's full of crap. As it is, Shyamalan's ego and self-indulgence are preventing him from fulfilling the potential he has a really great storyteller, and that's a damn shame and a waste of talent.