WHAT IS IT about Ken Kelly's original artwork for the cover of "Conan the Formidable," author Steve Perry's 1990 installment in the series of fantasy novels about the loincloth-wearing swordsman, that's so compelling? As luridly kitschy as the painting is -- and lurid and kitsch are only two of the moods on display at the University of Maryland Art Gallery's "Magical Adventures: Fantasy Art From the Frank Collection" -- there's something that makes it hard to look away from this picture.

Is it the dramatic, spotlit composition, in which the muscly, longhaired hero is seen frozen in mid-sword stroke as a bald, four-armed hulk comes at him through the swamp? Or is it the raven-haired vixen languishing off to the side, a pneumatic, sculptural beauty whose metal bikini (can that really be practical?) seems ready to fall off should she breathe too heavily?

Actually, it's all of the above, and probably more, as this slice of McLean art collectors Howard and Jane Frank's idiosyncratic assortment of pictures attests. As the Art Gallery did a few years back with the exhilarating camp of "Possible Futures: Science Fiction Art From the Frank Collection" -- the Art Gallery's best attended show in its history -- "Magical Adventures" centers on but one side of the Franks' narrowly focused but broadly welcoming tastes, in this case, illustration art from books, stories, magazines, calendars and games of fantasy.

In other words, you'll find the following in great supply and in no particular order: trolls; damsels in distress and dishabille; vampires; wizards; pirates; alchemists; pink smoke; a flying carpet and a flying boat; tattoos, Batman; witches; dragons and other miscellaneous mythical beasts; knights; Frankenstein's creature; melting wax heads; and various manifestations of Tolkieniana.

It's great fun, but there's a dark, Freudian side to this art as well.

For obvious reasons, there's a powerful wish fulfillment at play here, and not just in pictures like Kelly's "Conan," which presents a vision of a world in which we can imagine ourselves stronger, sexier and less susceptible to gravity than we really are. Other paintings serve up pretend universes in which, through the power of magic, we can exert dominion over that which we normally have no control. As with the stories these pictures illustrate -- from the naivete of J. Allen St. John's 1947 "Tarzan and His Mate" and his 1932 "In Shining Armor" to the well-known work of Frank Frazetta and Boris Vallejo -- "Magical Adventures" offers up scenarios of empowerment.

At the same time that fantasy fiction and art celebrate that which we devoutly wish for (eternal youth and mastery), there's the side that revels in what we fear: decay and powerlessness. Take Les Edwards's R-rated "Vampire Lover # 2," for instance, a 1999 painting in which a helpless man, bound to a bed (the artist, perhaps, or the audience?) lies beneath a half-naked female bloodsucker who has just drawn her claw across his bare chest. Let's face it: Aside from the handful of female sculptors who have contributed work to the show (including local artist Joan Danziger's whimsical "Rhinoceros Chair"), and despite the fact that Jane Frank is at least an equal partner of her collecting husband, much of the fantasy illustration art of "Magical Adventures" lends credence to the fact that this is largely, if not exclusively, a man's game. The vast majority of the dreams and nightmares on display here, in short, are male-centered, and those that aren't (David Allen's "Millie and Rapunzel," for instance) are far less dynamic images than something like Vallejo's "Dragon Riders," in which a bevy of nubile, scantily clad female jockeys "ride" a flock of extremely phallic beasts.

Along with camp and thrills (both erotic and otherwise), there's also a strong sense of humor to this art. How else to explain a work like Walter Velez's "Another Fine Myth," in which a puppyish dragon cozies up to his young, Frodolike master, seen strolling through the valley in search of adventure in the company of a green-haired, mini-skirted young woman and a scaly swamp creature wearing what looks like a Speedo?

That's the trick here.

If you're still able to ooh and aah, even as you're bursting out laughing, then you'll have mastered the appropriate tone with which to approach this hodge-podge of art, which is in equal measure cheerful, fearful, cheesy and wondrous.

MAGICAL ADVENTURES: FANTASY ART FROM THE FRANK COLLECTION -- Through Dec. 18 at the Art Gallery, Art-Sociology Building, University of Maryland, College Park (Metro: College Park-UMD; shuttle service available). 301-405-2763. www.artgallery.umd.edu. Open Monday-Saturday 11 to 4; Thursdays until 7; closed Nov. 25-27. Free.

Public programs associated with the exhibition include:

Nov. 12 from 2 to 4 -- Collector Jane Frank, illustrator and sculptor Joseph DeVito, and Verlyn Flieger, fantasy author and professor of myth studies and comparative mythology in the University of Maryland's department of English, present a public forum on "Fantasy Art and Literature." Reservations required. Call 301-405-2763 or e-mail theartgallery@umd.edu by Tuesday. Room 2309, Art-Sociology Building.

Included in the University of Maryland exhibit is Gary Ruddell's fantastical cover art for "Sugar Rain," a novel by Paul Park.J. Allen St. John's 1947 "Tarzan and His Mate," from "Magical Adventures: Fantasy Art From the Frank Collection."