When an author calls a book "unfilmable," it takes some serious chutzpah to raise a challenge. Directors Lana and Andy Wachowski (of the Matrix franchise) and Tom Twyker (who directed Run Lola Run) have gall to spare. For their sprawling adaptation of David Mitchell's 500-plus-page novel Cloud Atlas, they amassed a $100 million budget to make a film that runs nearly three hours. The result is a marathon masquerade ball of six different plots, between which the film repeatedly hops—sometimes in clever ways, and sometimes as obnoxiously as rapid-fire channel changing. But the dizzying structure spreads the viewer's loyalties thinner than water: With so many plots and characters to follow, none end up demanding our emotional investment. You start to care about a character, and then they disappear for a half-hour.

The six tales: An American (Jim Sturgess) takes a high-seas voyage in 1849. A young Brit (Ben Whishaw) works in the 1930s as an amanuensis to a grouchy composer (Jim Broadbent, who seems to be having far more fun than anyone else). A journalist (Halle Berry) investigates shady nuclear dealings in 1970s San Francisco. A cheeky publisher named Timothy Cavendish (Broadbent again, even better this time) is confined to an old-folks home in modern-day London. In 2144, a clone in shiny Neo-Seoul uncovers the truth about the consumer system she serves. And finally, in a faraway, post-apocalyptic future, a scraggly goatherd (Tom Hanks) and a traveler (Berry) unite against bloodthirsty villains. In this last tale, the goatherd is haunted by a green-faced goblin in a top hat (who looks like the love child of Tim Burton and the Grinch), and Hanks and Berry speak in borderline-incomprehensible pidgin English—it's like Forrest Gump's down-homey accent got deeper, earthier and way less intelligible.

Perhaps plonking the actors in numerous roles, across all six stories, was supposed to help unite the largely disparate threads, or at least drive home the film's precious platitudes about the interconnectivity of all lives. But the cast is cloaked in such ridiculous makeup that the stunt is more distracting than cunning. Berry dons whiteface and blond finger-wave curls as a Jewish aristocrat, Sturgess and James D'Arcy get Asian makeovers, and Hugo Weaving dresses up in drag as a slit-eyed, malevolent nurse. Facial tattoos feature prominently. And rather than laughing with the audience at these preposterous transformations—save a few sly winks at some of the gender swaps—the Cloud Atlas cast remains determinedly solemn-faced.

A leaden sobriety saddles much of the film. As a wild-haired Broadbent and his gang of doddering friends plot a jailbreak from their retirement home, they provide much-needed comic relief, but the film quickly returns to labored philosophizing. In trying to speak about everything—the fight against oppression, the thirst for freedom, the pursuit of truth, the triumph of good over evil—Cloud Atlas ends up saying very little. "There is a method to this tale of madness," Cavendish says early in the film. Maybe. But in the end, I wasn't so concerned with method—I just wanted a little more fun, a bit less makeup and a lot more Broadbent. R.

Critic's Grade: C+

SEE IT: Cloud Atlas opens Friday at Cedar Hills, Eastport, Clackamas, Lloyd Center, Bridgeport, City Center, Division, Evergreen Parkway, Fox Tower, Sherwood, Tigard.