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I walked out of the midnight sneak with two conclusions:

1. Watchmen is unfilmable.

2. I liked most of this movie. For all that was wrong, there was a lot that was right. I waited two days, digesting this beast, in the hopes of being able to offer a fair review. Some omissions and changes warrant my giving the movie a thumbs down... but I honestly can't because the bottom line is... I enjoyed it.

I enjoyed the density and layering of imagery. So much so that it still lingers in the mind and demands repeated viewings (with a pause button in hand) to discover everything waiting in those rich frames. I did not enjoy the jammed and clogged density of the disjointed plot structure and there are some serious pacing problems. In his effort to cram everything in, it often seemed more like a stuffed Christmas turkey than a dense plot. It also makes the pace a bit uncomfortable. Blake's funeral was beautiful, but the repeated flashbacks didn't work so well here as they did in the comic. I am optimistic that the director's cut gives this beast a bit more room to stretch out, but in this version, there were unnecessary scenes and points that had no pay off and no function and they clogged up the running time depriving other scenes of the time they needed to ripen.

For example… Jon's accident. This scene, along with Blake's death, incite everything else. This is a key scene and a lot of time is taken with the special effects what with lightning arcing across arm hairs and such. A few of those seconds should have been given to Janey Slater. Her immediate reaction is to flee the room and it doesn't make a lot of sense to us. She left because the script said to, and not as the result of an emotional chain of thought in her own head. Had they taken a few seconds to set it up, her reaction would have been heart rending for us. Maybe a mention of the other 14 cement blocks. Just a few seconds for her reaction to build so that we could believe it.

And after setting up the scene where Janey hands Jon a beer… it would have been so moving to have that payed off in Jon's final moments… "I want very much for a beautiful woman to hand me a glass of very cold beer." Just a couple of seconds… flash to that image for a half second as he says it… a wonderful moment… missed. Set up, but not paid off.

There were a few such moments in the movie, the obvious result of trying to meet a certain run time. I hope the payoff scenes of some of these beats are salvaged in the director's cut.

All these cuts rendered a few moments where things did not make sense. Where, in the glory of that latex suit, was Laurie hiding a gun? What the hell is Bubastis and why the hell is she there?

The performances… First of all, I am glad I will not have to be in the BJ line Matthew Goode plans to form for those who did not like his performance (a shame Akerman didn't make a similar threat/invitation). I was able to buy into the changes in the character and thoroughly enjoyed his nuanced performance. He looked 12 in all the early photos, but in the movie, his age seemed vague and unimportant. In the trailers, the imagery made it seem obvious that he was the villain, but Goode did not play it that way. His performance was the most surprising. Great job. He clearly played Veidt as a homosexual even though, in the book, I would describe him as being so completely private and exclusive that his own hand would be the only one worthy of his interest. But Goode played this aspect with bold subtlety. And no, I don't think I'm being oxymoronic. Just the right layering of overconfidence, disconnection, preoccupation, and a hundred other things. An altered Veidt, yes… but still Veidt… and very well done.

For over two decades, fans have wondered how to pronounce "Ozymandias." We've all heard several versions, the least appealing of which has always been "Ozzy Mandy Us." But I liked how Blake called him that, as if to mock him. But we never hear the character say his own name. This was a clever stroke as it would be quite embarrassing for the World's Smartest Man not to be able to pronounce the name of his inspiration. Actually, having researched it myself, the Greek name of Rameses II is pronounced:

Oh - Su - Mahn - Juss.

Another surprise was Jon. I haven't especially liked the still photos with the Joan Crawford eyebrows. This is an area where Gibbons was able to do a better job in the comic than was done in the movie. But the undulating hues beneath the surface of his skin was a wonderful touch. His eyes were layered and filled with curiosity rather than being dead white. I appreciated the reverb in Jon's voice when he was in giant mode, but by the middle of the film, I was appreciating everything Billy Crudup was doing with his unfiltered voice. Billy sold Jon beautifully. I enjoyed that ironically soulful voice coming out of a god who could not have cared less for those he was addressing.

The meat. Yes, we see Jon's penis. Yes, he's hung a bit heavier than in the book. And in one scene, there are at least three of his swinging blue brats. And the audience reacted like it was the first time they'd every seen a dick. What is with American audiences and their juvenile reaction to the human body?

I would imagine, if you could remake your body over from scratch, that a male might make sure his equipment is grade A… though I'm not sure why he bothered with circumcision.

Jeffrey Dean Morgan was every bit Edward Blake except one scene. The scene in the cantina in Vietnam where he is sitting there yapping with Jon, seemingly unconcerned that his face has just been lacerated. Then… oh, yeah, I'm supposed to be in pain, "Medic!"

There were still some silly points in the script like Blake drinking tea instead of Scotch, but that isn't Morgan's fault. He nailed it and I loved his performance.

Jackie Earle Haley stole the show as Rorschach and even moreso as Walter Kovacs. He played both exceptionally well and I have no gripes at all about his performance. I really enjoyed it. I do have a few gripes about the way he was written however. Frankly, Dan and Laurie are meaner in a fight, even though Dan complains about Rorschach's tactics. After seeing Dan and Laurie mutilate and stab the Knot Tops in one scene, and get off on it… Rorschach's righteous killing of a child murderer and his method of questioning the patrons at Happy Harry's seemed downright tame.

Patrick Wilson was a very good Dan. He's a versatile actor who brought a lot to this role and made it work even though he didn't seem to look the part. Like Goode, he brought his A game and made it work. My only gripe with Dan is in the writing; not in Wilson's performance. I believed Wilson was Dan, and I admire how generous he was with the other actors in the scenes he shared with them, especially Malin.

Malin Akerman. She certainly looked amazing in that hair and costume. Her moves were fluid and stunning. But for all that, whenever she opened her mouth, she wasn't there. She didn't seem to believe in Laurie and because of that, it seemed she didn't commit to the role in the same way that the rest of the cast did. Her limited range of facial expressions never seemed convincing and her default smile rarely had any business on the face of Laurie Juspeczyk. It didn't seem to me like she was experiencing the emotions she was trying to put on. I haven't seen Malin in very many things, so I don't know if this is simply the range of her talents or if there was a language issue or what… but as much as I enjoyed looking at this beautiful woman, and the convincing chemistry that she created with both Wilson and Crudup, I didn't buy her dialogue. And I suspect that it's because she didn't buy it herself.

Some have laid the blame at Alan Moore's feet, suggesting that Laurie was the least fleshed out of all the characters in the book. To a certain extent, that bears addressing. The book, in deconstructing comics and specifically the superhero genre of comics, seemed on the surface to give the females the same short shrift they were given in the history of superhero comics… sex objects with little intelligence and less depth. But as the story unfolds, Moore exposes this horrible tendency of the genre for the sexism it always was and empowers his women in a way seldom seen in the medium. I have written, and often, that Laurie is the most difficult character to understand and that she seems to be the least nuanced. But there was plenty of flesh for Malin to inhabit and plenty of room to define herself in the character. And, as I mentioned with the other actors, the writing is partly to blame here… but not Alan Moore's writing.

In the book, Laurie pieces her past together for herself. She doesn't need Jon to untangle the knots for her or to explain it to her. She gets it. In the script, Jon blatantly tells her. The movie gives us an unsatisfying compromise that still makes Laurie seem like a silly and unintelligent girl rather than like a grown woman with a mind and a will.

Carla Gugino turned in a very nice performance. 67 Was a hard sell for her, or rather for her make-up man, but she made it work, and she was fantastic as the younger Sally Jupiter. I think Zack knew the aging of younger actors was the only way to go and it carries a bit of baggage… but mostly it worked. The rape scene with Morgan was very powerful. It was hard to buy that this badass Eddie Blake was at all intimidated by the tub that was Hooded Justice, but the scene worked. And I don't want to dismiss the actors that played Hooded Justice and Captain Metropolis. In the midst of all the cheese they projected in those terrible costumes, there was an underlying sense that they were attracted to each other. I was glad this small detail, like so many others, was left there to pick up on.

The tone had a totally whacked 80s feel… The 80s… but not our 80s. I enjoyed how this was set up in the opening credits. Looking back, I suspect there was a lot in those credits that the average moviegoer will simply not get, but I appreciated it and can't wait to see them again.

There was a lot left out. We all knew that with a finite budget and schedule and running time, sacrifices would have to be made. We knew that with the adaptation to another medium, changes would have to be made. I do not include losing the squid in this for reasons I will expound on later. What I missed most were the relationships among our street corner characters. I missed the banter between the Bernies and how brilliantly it was used to comment on the story. I missed the brilliant scene segues that could have been replicated with matchcuts and voice overs… carrying the dialogue at the end of one scene into the visual of the next to comment on it and vice versa. This was very much a missed opportunity in the transition to Blake's funeral when Sally says, "it rains on the just and the unjust alike." But still, Blake's funeral was a wonderful scene and The Sounds of Silence was chilling there.

I missed Gloria Long and hated how abreviated Malcolm's role was. Still the session was well done to be as brief as it was.

The murder of Hollis Mason. This will be in the director's cut. Frankly, I think Zack could easily have cut Hollis from this first cut altogether. He serves no real purpose other than to repeat undramatized exposition that the Comedian filled us (and Dan) in on during the Police Strike Riots. I'd be OK if Mason were left out altogether and the Bernies allowed to take up that time.

Nostalgia. Yes, the ads were there, but the way it was used in the book would have translated wonderfully to the movie without adding significant screen time. There was a great deal of wonderful symbolism tied up in the use of this simple device and it sucked not to see Laurie hurling that bottle in her angry moment of realization on Mars. Having her go at Jon's clockwork castle barehanded was so male. The moment really didn't work, but the moments following it were quite beautiful.

The gore. There were two scenes that just did not work. Dan and Laurie vs. the Knot Tops in the alley. The violence was cartoony and stupid, with Dan breaking bones, driving bones through skin, Laurie kicking a guy so hard he flips in mid air before slamming upside down against a dumpster, Laurie stabbing a guy in the neck. This was so unreal and so out of character that I was cringing… wondering why neither actor said to their director, "my character wouldn't… couldn't do this."

Jon invading Moloch's vice den. The guts hanging from the ceiling made it seem like a B horror movie scene. Almost laughable.

There should have been more gore when Blake is scarred. His scar should be a deeper thicker gouge that leaves a leer on his face and takes him from handsome to horrid. I can see why they didn't bother with the gimp mask. With that wussy little scar, he didn't need it.

The sex. Wilson played Dan's impotence very well, never going for humor or for pity. He very much understood his role. The sex scene in Archie was OK. I hated the use of Hallelujah. Do we really need that song in another movie? Ever? I wanted You are My Thrill here instead of when Laurie was with Jon. Interesting choice to switch that out, but it didn't work for me and took away a neat part of Dan's tastes and what they say about his personality. The flamethrower bit worked better here than in the comic. It was really quite visually stunning, even if the sex itself seemed, other than it's locale, a bit pedestrian. Dan has suffered through a decade of impotence and when he finally gets laid, it should be something. While I missed the sex scene at the end of the book between Dan and Laurie, I think Zack was smart to leave it out. Laurie obviously wasn't especially traumatized by the craters in NYC, so her motives weren't there. And that would have been the fourth time we see Laurie go at it in less than three hours. I don't think that would work at an audience level.

Laurie's sex scene with Jon worked very well even if the subsequent break up scene played a bit weak.

The fights. Blakes murder worked. I still hate that stupid punch through a wall corner where there should be two if not three two by fours joined together to support the wall, but other than that, it worked. Blake's attacker toyed with him and broke his will, his pride, and destroyed him utterly. Total humiliation. It worked.

Rorschach vs. the cops. I hate scenes where an entire SWAT team becomes incapable of any degree of marksmanship. But, other than Rorschach fleeing a hail of bullets that should have perforated him, it was interesting. The fall and subsequent fight and unmasking made for a great scene which Haley totally delivered.

Karnak. The first bout of this worked fine, but then it got tedious. Veidt leaping around beyond the abilities of anything human was a bit off, but I was OK with Veidt perhaps being a bit beyond the edge of humanity like that. The bullet catch was pretty cool except for wondering where Laurie was keeping the revolver.

But the fighting just went on and on and they didn't do anything new or clever with it. No fork. No pen laser. Nothing cool. Kinda boring after a while.

The ending. I still hate it. "I triggered it" doesn't work like "I did it." The obvious plothole is that if Jon and Veidt really did create such wonderful energy, why didn't they just offer the world free power and watch hostilities fade as Veidt himself said they would? Why didn't he at least try it before killing millions?

And we still have to listen to him monologue his explanation of why and how and blah blah blah. Might as well have used the squid and explained that. The squid would have totally worked… arriving… dying… exploding… killing millions. Maybe a squid in each of the international cities Veidt named to keep the threat world wide.

I hope that the director's cut fixes a lot of the pacing problems because, truth to tell, this thing is really sardined together with a shoe horn. The plot structure is a train wreck. And the inciting incident, the murder of Eddie Blake, seems so disconnected from the plot and theme. I'm still not clear on Blake's involvement/knowledge of Ozy's scheme. I kinda feel like Moloch, sitting there with a drunk Comedian mumbling at me.

Rorschach's death. Wow. Haley and Crudup are amazing here. And Wilson has no business being in this scene. Instead of being left in that powerful moment, we have to endure the cliche of "Nooo..." and a totally unnecessary dynamic added to what was already perfect.

How do you watch Jon kill your friend/partner… and then go inside to see Jon giving your new girlfriend a slow, open-mouthed kiss… before you leave with her. NO NO NO… this just doesn't work. If a guy sees his new girlfriend giving a lingering kiss to her ex, he isn't going anywhere with her... but if her ex just killed his buddy a few seconds ago? To hell with her. She can chill her ass right there in the snow, but she ain't setting foot on the Owl Ship.

As powerful as Rorschach's death is, we don't need anything else in this sequence diluting it. Dan doesn't need to be there.

What does work, is Dan wailing on Adrian at the end… and Adrian just taking it. And we know he could wipe up the floor with Dan. But he takes it. Wow. Interesting choice. It worked. Beats the hell out of an Owlerang in the back.

Yes, there were problems… even things I outright hated…

But… I had a good time. For the most part, I enjoyed the movie, the performances, and the richness of detail. I'm looking forward to the director's cut and the DVD so I can go Easter egg hunting.

No, it wasn't perfect. Alan Moore's Watchmen is unfilmable and this movie illustrates that point only too well.

But it was a helluva ride. Zack Snyder made a fun movie.

If you're looking for a rating with stars or so many points out of ten or a thumb up or down... I wouldn't presume to offer anything like that until I see the director's cut.