THE BROTHERS GRIMM (PG-13, 118 minutes)

In "The Brothers Grimm," director Terry Gilliam and screenwriter Ehren Kruger imagine that the legendary collectors of folk tales and writers of fairy tales stumble into a dark supernatural realm. Gilliam & Co. have conjured such a unique world that stars Matt Damon and Heath Ledger dim their wattage and blend right in. Yet despite all the work, this movie is a confounding muddle -- chilly, off-putting and hard to follow. It is far too spooky and violent for preteens, or even sensitive middle schoolers. High school film buffs may be drawn to it, flaws and all, though. Every now and again it lets loose with a ravishing image or an ingenious and tingly snippet from "Grimm's Fairy Tales" -- "Little Red Riding Hood," "Hansel and Gretel," "Rapunzel" and others.

The movie bristles with images of flying witches with ravaged faces and talonlike nails, huge, growling wolflike creatures that also fly and looming trees that grab at people. There are swarming bugs and masses of ominous crows. Creatures abduct children who later appear drowned or in deathlike trances in stone crypts. French soldiers torture prisoners (not graphically). A kitten is tossed into a set of whirling blades and killed just off-camera but with splattering (a gratuitous moment). There are stabbings, gun and crossbow shootings, attempted burnings and two severed heads. Rare profanity, mildly earthy sexual innuendo, brief toilet humor and drinking also warrant the PG-13.

Gilliam's fictionalized Wilhelm (Damon) and Jacob (Ledger) Grimm travel through French-occupied Germany in the early 1800s, ridding hamlets of imagined witches. They use theatrical trickery and their knowledge of folk tales to con money from the peasants. A French general (Jonathan Pryce) has them arrested, but offers a way to save their skins. They must go to a village where children have been disappearing and solve the mystery. A local woman (Lena Headey) leads them to an ancient tower in the woods, and there they come face to face with real magic spells.

UNDISCOVERED (PG-13, 92 minutes)

The cast in this pallid showbiz romance brings better acting to the proceedings than the script deserves. Yet teen girls in particular may not fault the cliches, corny coincidences and too-pat ending. They may instead be drawn to the perceived glamour in this tale about the rocky road to love between a top model and an unknown singer-songwriter. "Undiscovered" is a relatively mild PG-13 by modern standards. It has a brief, nonexplicit bedroom moment with only kissing and no implied nudity. The film hints at other sexual trysts or offers of sexual favors among young singles but in an understated and sometimes jokey way. Characters occasionally swear and drink. We see a model posing braless in a slightly sheer T-shirt.

Brier Tucket (Pell James) has a busy New York modeling career but tells her kindly agent (Carrie Fisher) she longs to act. Before moving to Los Angeles, Brier trades meaningful glances on the subway with Luke (Steven Strait), a struggling musician, but they don't meet. Once in L.A., she sees him performing in a club. He's moved there, too! Her acting class pal Clea (Ashlee Simpson) engineers a meeting. Sparks fly, but Brier still keeps Luke at a distance. An unfaithful rock star boyfriend has already bruised her heart. Will Luke find success as a singer? Can he be Brier's true love? Do we care? No, but Luke's skateboarding dog is cute.