Take two Academy Award-winning actors (three if you count an appearance by a man who's been dead for 15 years), another actor with a couple of nominations under his belt and a director with a visual sense directly from the 1940's and you have the basic ingredients for "Sky Captain and the World of Tomorrow."

The story, briefly: The year is 1939. Our planet has been invaded by super robots and monstrous flying machines that seem bent on destroying life as we know it. In the middle of the invasion, as a good reporter should be, is Polly Perkins (Paltrow). As the huge machines smash their way through the city, she does her best to get the right photos to go with her story. The call goes out to Sky Captain (Law). With the help of his loyal gadget maker (Ribisi) he teams up with Captain Francesca Cook (Jolie) who is his equal when it comes to flying. Together they must defeat the ego maniacal Dr. Totenkopf, who is responsible for the marauding machines. In a series of incredible visual adventures, we are drawn into a world not seen since the days of cliffhanging serials.

Ten minutes into this film, one name popped into my head: Max Fleisher. Fleisher was responsible for the great "Superman" cartoons of the 1940's. Full of shadows and unusual angles, the Fleisher cartoons were modern masterpieces. "Sky Captain" is the same way. With people softly focused against the raging machines (the giant robots seem to be heavily influenced by the ones in the Fleisher cartoons), the visual effects are spectacular. A sequence of squadrons of airplanes underwater is breathtaking. And the actors all seem to be having a great time, especially Jolie, whose striking beauty and eye patch don't interfere with her superior aviation skills. If the film is missing anything, it's a heart. While you are drawn into the adventure through the action, you really aren't given a hero (or heroine) to root for, as if the writer (director Conran) decided to aim for substance over story. There are some neat surprises, though. As the squadron travels near the bottom of the ocean, they pass a sunken ship named the Venture, complete with a giant, empty cage on the deck. Movie buffs will know that the Venture was the ship that took King Kong from his island to New York. I won't tell you who plays Dr. Totenkopf, but the fact that the film makers were able to "get" this actor is certainly a big deal!

On a scale of zero to four stars, I give "Sky Captain and the World of Tomorrow"