Sure, it's style over substance... but, oh, what substance there is!  Imagine throwing "King Kong," "Dick Tracy," and the Fleischer Brothers' "Superman" cartoons into a blender and pressing the "On" button.  That's "Sky Captain."

The world is in chaos.  Six scientists are being killed off, all in an orderly, numbered fasion.  As Polly Perkins (Paltrow), journalist extraordinaire, gets closer to solving the case, sirens go off all around New York City.  An atomic bomb?  An invasion from the Communists?  No... giant, metal monsters are landing on the Earth's surface, and only one man can stop them.  Enter Sky Captain (a.k.a. Joe Sullivan) and his (very large) band of mercanaries for hire.

Soon after tha attack, Joe and Polly are sent on an adventure that sends them across the globe in the search of the evil Dr. Totenkopf, the famed mad genius and creator of the large robots.  Along the way, the pair of adventurers are joined by some very memorable and colorful characters such as Captain's old war buddies Kaji ("The Mummy's" Omid Djalili) and Captain Franky Cook (Angelina Jolie).  Together, the heroes battle some truly evil villains, my favorite being Totenkopf's not-so-human assassin partner, known only as "Mysterious Woman" (played by Ling Bai).

The best parts of "Sky Captain" are certainly the dog fights, which there is plenty of.  Ever play "Crimson Skies?"  Same deal, only with much more planes zig-zagging back and forth (not to mention, half of them are of an alien material and fire laser beams).  This is entire film is just such great eye candy!  From the Fleischer-inspired robots to the undersea adventures, there is just so much to see and ponder about.  First time director Kerry Conran really shows some talent and originality with his set peices (quite a feat considering just about the entire thing was done with a brand new technology developed by Conran, his brother, and some college buddies).

My only real complaint is that there are some slow downs within the story.  There are certain areas where the humor displayed either falls flat or is completely non existent.  Luckily, these parts are very few.  And as far as acting goes, pretty much everyone is perfect, escpecially Law and Paltrow, who show a cetain seriousness to the whole thing while also managing to have a bit of fun.  Jolie also does a commendable job, though her character is not in the film as much as you may have been lead to be believed by the previews.

All in all, a fascinating film and one defiantly worth catching in the theaters.  This may well be the best family film I've ever seen simply because it is the most non-family oriented-family-film I've ever seen.  Great job done by all.

***1/2 out of ****