A couple of years ago, if you had suggested making a $40 million pirate movie starring that great action hero Walter Matthau, it would be a joke good enough to get you a guest shot on the Carson show.

Now the joke is a reality called "Pirates," which means it's only a matter of time before we see Helen Hayes in "Sheena, Queen of the Jungle."

Matthau plays Captain Red, a peg-legged privateer who's stranded in mid-ocean with his sidekick the Frog (Cris Campion). They're picked up by a Spanish galleon that houses two treasures: a solid gold throne, which captivates Captain Red, and a beautiful young woman (Charlotte Lewis) who captivates the Frog. The rest of the film involves the pair's madcap adventures as they seek these two prizes.

Director sw,-2 sk,2 ld,10 Roman Polanski certainly has a great eye, and the film is chock-full of lovely compositions and striking seascapes. The production design (by Pierre Guffroy), including two huge ships built from scratch, fills the eye, too, which is exactly what you'd expect, given the budget.

But the filmmakers might have been better off dropping a few of those doubloons on the script, which is routinely structured and full of lines on the order of "Stop this cruel jest, I implore you." They might also have spent some money on anyone besides Matthau (George Burns?), whose Cockney accent is never short of absurd, and who swings his sword as if it were a handbag.

"Pirates" hasn't got an ounce of excitement -- or at least it hasn't excited composer Philippe Sarde, whose score is the symphonic equivalent of Muzak and is rarely wedded to what we see on the screen. So what's left is a pricey playpen for Polanski's sense of perversity. Captain Red and the Frog are forced to eat a rat; a galley slave is whipped across the tattoo of Christ etched on his back; Captain Red urinates into an adversary's bathtub. Oh Roman, you nut. Pirates, at area theaters, is rated PG-13 and contains violence.