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While James Cameron recently spent $250 million for the technical wizardry to create a cinematic experience like we’ve never seen before, Terry Gilliam spent about a tenth of that amount on The Imaginarium of Doctor Parnassus and created a world we’d never imagine. Cameron’s plot was compelling but conventional; Gilliam’s was compelling, anything but conventional and eventually frustrating.

The premise is a perfect vehicle for Gilliam’s imagination, which has remained wonderfully bizarre through the years. Christopher Plummer plays Dr. Parnassus, an ancient carny with a magical mirror which transports people inside their own imaginations. He’s pitted against that most notorious of gamblers, the devil, played by Tom Waits, who proves yet again that he’s just as fine an actor as he is a singer or songwriter. A stranger named Tony (Heath Ledger) joins the traveling troupe in Ledger’s final performance before his death, a third of the way through filming. Gilliam’s decision to use Johnny Depp, Jude Law and Colin Ferrel to portray Tony inside the mirror, was a clever work-around, but Plummer and Waits steal this show, anyway.

Their epic struggle, we learn, has been going on for centuries, but the further we get into the film, the more confusing the battle becomes. On one side, we have story and imagination. On the other, temptation? Selfishness? Ease? The rules prohibit black magic but not simple trickery. And as we wait for some sign of redemption, we’re given chaos and confusion in the final act instead.

Like Michel Gondry, Gilliam is adept at creating visual splendor and is capable of creating a masterpiece when the story is there to back it up. For the first half of Imaginarium I had hope that I was witnessing such a masterpiece, which made the last third of the film all the more disappointing. All the lovely threads Gilliam follows never quite weave together.