“The Brothers Grimm,” directed by Terry Gilliam, is a colorful yarn about two brothers all children have heard of, or at least heard from. These are the Brothers Grimm, who filled my childhood with absurdly violent fairy tales and provided Walt Disney with fodder for his sugar-coated movies.

In this telling of their lives, the brothers Jacob (Heath Ledger) and Wil (Matt Damon) “haunt” towns with their stories and monsters, then “liberate” the towns as a way of garnering fame and fortune. One day, they actually have to save a town haunted by a real witch.

The film’s opening scene - a vision of Dickensian wintry poverty in the brothers' childhood - made me hopeful that the movie would be entertaining. Many of the fairy tales are, in fact, woven into the story quite brilliantly. The action casts a fascinating spell around the dark, frightening Mirror Queen (a.k.a. Sleeping Beauty, masterfully played by Monica Bellucci) as she slumbers in her magical tower. The movie compel-lingly describes the plight of Angelika (Lena Headey), a local trapper who helps the Grimm brothers lift the curse so she can save her family.

The soundtrack goes a long way toward creating a spell of its own. The music is quite marvelous, with haunting strings and rumbling overtones that plunge us into the heart of German folklore. As the movie uses familiar images from fairy tales, so the music pulls us in with strangely evocative strands of lullabies (and even a hint of the Carmen theme when the Mirror Queen appears) to dredge up our memories.

A fairy tale is good storytelling in every way - a richly colored tale in a very small package - and when “The Brothers Grimm” sticks to its fairy tales, it’s magnificent. Much like the tales it’s based on, the film takes a decidedly ... dare I say it ... grim tone. Giant wolves and hulking, semi-human axe-bearing hunters haunt the woods and endanger local children.

Unfortunately, “The Brothers Grimm” doesn’t always stick to fairy tales and that’s when problems occur. The broader sweeps of story aren’t given a fair chance. And the plot suffers from long stretches of inadequate character development. The movie also adds an element not featured in the original stories: a mix of horror, humor and gross violence. Some of the milder moments include a French soldier being torn in half by trees, a child being swallowed by a horse, and a little girl’s face coming off. Multiple scenes involve torture, blood and gore.

“The Brothers Grimm” has artistic potential that’s never realized because of significant strategic errors. A poor script hampers skillful actors, cheap story-telling interrupts masterful folk plots, and gory humor weighs down what could have been moments of spine-tingling suspense that only a grim fairy tale can produce.