It is easy to imagine the upset stomachs The Fall will cause because of its very richness. The film is the visual equivalent of "all the perfumes of the Indies" Lady Macbeth was raving about. And The Fall must be in trouble already, since it languished in the can for two years before finally being released with an endorsement by David Fincher and Spike Jonze.

Indian director Tarsem (of The Cell, the most avant-garde serial-killer movie ever made) took his cameras around the world for The Fall. And if this film is a jewel, and I think it is, Tarsem sometimes proves to be more beguiled with the setting than the stones.

The acting is antique and formal. The actors sometimes betray Tarsem's willingness to make them shadow puppets. That's the case in the presence of a magnificently muscled slave (Marcus Wesley) crowned with a pair of horns almost as tall as he is, or a dashing 18th-century cavalier-bandit masked by the designer Eiko Ishioka. When they gesticulate, or shout their defiance to the heavens, The Fall almost totters into the realm of the very odd Euro-commercial for cosmetics.

Something keeps The Fall from disaster. Something makes it a success in realms where postmodernists from Matthew Barney to Darren Aronofsky to Terry Gilliam have recently fallen. That something is the touching simplicity of the real-world sequences.

The film begins with a black-and-white pantomime about an early silent-movie stunt seemingly gone wrong: a drowned pony hoisted out of a river; a lost prosthetic leg; a train stranded midtrestle. It refocuses in a Los Angeles hospital in 1915. The inmate Alexandria (Catinca Untaru) is the darling of the ward. She has been hospitalized for a badly fractured arm, propped in a cast with a strut. In overheard conversations, we learn what's troubling the new patient, the stuntman Roy (Lee Pace), who has broken his back in the accident we saw during the titles. He also lost the love of his life to the star of the picture he was in.

Laid up, he has some time to talk to the little girl. Once he gains Alexandria's trust, he gets down to business. He asks her to steal morphine from the hospital pharmacy. To seduce Alexandria into stealing, he has to use Scheherazade's method--Roy beguiles her with a long-running bedtime story.

This is the film within the film: the story of warriors against the evil Gen. Odious. And here Tarsem goes decadently rich. A dead butterfly morphs into a butterfly-shaped atoll in a coral reef, the desert island prison of an Italian demolitions expert, an Indian prince, a masked bandit and the naturalist Charles Darwin (Leo Bill). Unfolding the tale, Tarsem goes from Rajasthan to Bali to Renaissance Italy. He gives us a pagan spectacle: whirling dervishes in marble halls, a scarlet chandelier made of Odious' victims and masked armies that snicker like jackals or squeal like pigs.

This might all be too gorgeous to endure without Untaru, who comes close to what I would call the spot-offness of Meet Me in St. Louis' Margaret O'Brien. The spot-on child actress is a marvel but often is more actress than child.

Untaru is a Bulgarian without perfect command of English. She is missing her two front teeth for most of the film. Sometimes, Roy must repeat his questions in order to catch her attention, particularly when she is pretending not to hear. Untaru is not all about being cute or sassy; she is a little strange and sometimes pre-moral.

The Fall is an aesthete's version of The Princess Bride. Stories are the world's most reliable painkiller, but the intelligent tale teller realizes the danger in them when they take on a life of their own. Tarsem's film ends with a reversal of the famous scene in Sullivan's Travels when a chain-gang of prisoners have their load lifted by a Walt Disney cartoon. Here, an hospital audience takes in a montage of famous slapstick moments from Keaton and others, scored to the saddest music in the world, the second movement of Beethoven's Seventh.

What Tarsem is doing here is not just commenting on the boring, ordinary irony of the tears of a clown under the painted-on smile. More likely, he is commemorating the primal power of movies, right at the moment when they began. Here was real magic: a force so untamable that it changed the context of every event it recorded.

THE FALL (Unrated; 117 min.), directed by Tarsem, written by Dan Gilroy, Nico Soultanakis and Tarsem, photographed by Colin Watkinson and starring Catinca Untaru and Lee Pace, opens Friday at the Nickelodeon in Santa Cruz.

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