Spectacle is what Troy is all about, but there's also plenty to be said about family relationships, marital strife, honor and dishonor, and the most uncontrollable thing of all: the love of power.

One of the best things about this grand historical epic is that although nearly everyone watching it is going to remember from high school such characters and plot elements as Helen of Troy, Agamemnon, the Trojan Horse and Achilles' heel, most of us either didn't pay attention to or have forgotten what actually went down during the great war between Troy and Greece.

But it's all here, and the screen credit reads "Inspired by Homer's The Iliad." Remember that grand old poem that went on and on -- the one you probably didn't finish in your high school lit class.

So here we have the war in all its visual splendor: ships spread across the horizon, Greek warriors descending on Troy, thousands of men on each side (some on horseback, a few in chariots, most of them just running toward each other with swords, shields and arrows once they hit the beach). And all of this, simply because foolish Trojan prince and lady's man Paris (Orlando Bloom) steals away Queen Helen (Diane Kruger), the beautiful wife of Greek warrior Menelaus.

Menelaus (Brendan Gleeson) declares war for his honor. But then his brother, King Agamemnon (Brian Cox), all blustery with rage, gets on the bandwagon. He decides to join with his brother's forces in declaring war, though he really wants to do it just so he can have Troy.

So say you're about to wage war. Who you gonna call? Enter renegade soldier Achilles (Brad Pitt), the best of the best. He doesn't want anything to do with the boorish Agamemnon, but decides to go along anyway.

Over on the Trojan side, Paris' big brother, Prince Hector (Eric Bana), has let Paris know his errant behavior was foolish, but it looks like there's no turning back now. The Greeks are on their way.

And so the stage is set for director Wolfgang Peterson to unleash his big, violent battle scenes while also letting us eavesdrop on some quiet, intimate talks. The unlikely mix nevertheless blends into a smooth palette of great storytelling.

While almost every member of the cast -- no, I'm not counting the thousands of yelling, marauding extras -- is spot on, Bana is terrific, with a strong, big-hearted performance as a fierce fighter and a loving father and husband. But there are also some problem areas. Brad Pitt initially comes across as too much of a pretty boy to properly take on the part of a fearless warrior. He's buff and well-muscled (and takes off his shirt a lot), but his chin is more round than square. Yet just past the halfway point, when his character must go through some emotional turmoil, Pitt rises to the occasion, establishing some inner strength that comes across on the screen, and lets his acting talent loose, negating any trouble his looks may have caused. And a scene with Pitt and Peter O'Toole as the weary King Priam is deeply moving.

Such is not the case with Diane Kruger's Helen. Still an unknown in film, Helen comes across as beautiful, perhaps worth starting a war over. But Kruger's acting is flat and uninteresting. She seems bored at times, and the make-up and hair people have gone overboard on her looks. She would better fit on a modeling runway than in a recreation of ancient times. Every time she's on camera, she sticks out like a gorgeous sore thumb.

But there are no such filmmaking errors when it comes to the production design, from the sprawl of Troy's stone and wood buildings and green gardens, to the beachfront and fields filled with fighting soldiers. The battle sequences, often shot up close (so it's easier to see spears going right through men's heads) are outstanding, and don't appear to have any of the CGI glossiness that slightly marred the Lord of the Rings epics. Maybe all these soldiers really are there, maybe they're not. But they sure do look like they are. One repeated visual effect that feels borrowed from director Sam Raimi involves cameras flying along with spears and arrows as they find their marks, but it does add to the thrills. A few slow-motion scenes do just the opposite in the thrill department.

The story ends up getting quite involved, which is a good thing for a 160-minute movie (that nevertheless seems to zip right by). Achilles finds a love interest in the beautiful priestess Briseis (Rose Byrne); the fights range in size from one-on-one confrontations to uncountable numbers of soldiers slashing it out; and let's not forget, there's that big old horse. Deftly written into it all are questions about the futility of war, mostly coming from the women who are losing their men. It's a strong message that, of course, will resonate with today's audiences.

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