IN "SHARK Tale," those GoodFella fishes are tawking the tawk. DreamWorks' animated movie gives us Don Lino, a great white shark, as voiced by Robert De Niro; and Sykes, his sidekick, a puffer fish who fills up with air when he's upset -- this character courtesy of rat-a-tat chatterbox Martin Scorsese.

Don, head of the sharks and ruler of the reef in this undersea world, is worried about his favored son, Lenny (Jack Black), who doesn't take well to the shark life. He's a pacifist. Hates icing other fish. His idea of a good meal? Sea vegetation. Don dispatches his tough, oldest son, Frankie (Michael Imperioli of "The Sopranos"), to give Lenny some killer instinct.

Unfortunately, when Frankie chases after a fish called Oscar (Will Smith), he runs tragically afoul of an anchor. Through a comedy of errors, the jive-talking Oscar gets credited for the killing and is hailed as the legendary Sharkslayer. Oscar's not about to set the record straight. And he persuades the reluctant Lenny, who saved him from Frankie in the first place, to help continue his undeserved legend.

Trouble is, the whole reef expects Oscar to take care of every shark that floats through. He needs Lenny for that, too. Success also forces Oscar to choose romantically between angelfish gal pal Angie (Renee Zellweger), who has always loved him, and va-va-voom fish Lola (Angelina Jolie), who just loves a winner.

"Shark Tale" isn't any trouble to sit through. But in a way, that's a problem. It neglects the opportunity to go deeper into originality and, after a while, those incessant sea puns and the mafioso shtick wear pretty thin. (The ill-advised, trite depiction of Italian Americans as mafia types has already elicited a little turbulence in politically correct waters.)

Despite some peppy improvisational moments between Scorsese and De Niro, not to mention Smith's sitcom-honed, love-me-love-me performance as Oscar, "Shark Tale" feels borrowed, sampled and dittoed from the collective funniness of the past 10 years in studio-made animation. Even the relatively amusing performances by Doug E. Doug and Ziggy Marley as Bernie and Ernie, two Rastafarian jellyfish, smack a little too much of Sebastian the Caribbean crustacean in Walt Disney's "The Little Mermaid."

The movie's familiarity probably won't register as anything but fun to most kids. But that vapor of mediocrity might penetrate more discerning nostrils. Many of us have grown accustomed to extremely high quality in the computer-animated genre, thanks to such great films as "Toy Story" and "Shrek." This movie just doesn't match its predecessors, and those inevitable comparisons to Disney's "Finding Nemo" will leave "Shark Tale" foundering. The Disney film is far more seaworthy, particularly for its comic writing and story, which makes it hard to imagine "Shark Tale's" theatrical run yielding as much box office as the DVD release -- that lucrative consolation prize for many a so-so project.

SHARK TALE (PG, 92 minutes) -- Contains mild obscenity and crude humor. Area theaters.

"Shark Tale," a little fish in a big pond of far superior CGI films, features Will Smith (Oscar), left, Jack Black (Lenny) and Renee Zellweger (Angie).