From the opening minutes of Conan the Barbarian, it's clear that the filmmakers have at least read the comics, if not the original Robert E. Howard short stories. Through mystical narration intoned by Morgan Freeman, the Hyborian Age gets recounted, embracing the more outlandish elements of the story in a way that the earlier John Milius film always seemed embarrassed to do.

And Director Marcus Nispel takes it to the limit. We see that most crucial element of Conan's story � born in battle, in a most enjoyably over the top and unashamed way. Then Young Conan, proving to his father Corin (Ron Perlman) that he will be a true Cimmerian. It's giddy, it's great, it's �slowing down a little to introduce the villain, Khalar Zym (Stephen Lang), and then oh, good, more swords and sorcery.

Well, mostly swords, because the sorcery, too, tends to get a little talky and uninteresting.

The screenplay by a variety of writers sets up five "sidekicks" to Khalar Zym that the adult Conan (Jason Momoa) will have to get revenge upon. A couple of them even return to the story somewhat organically, but the film starts to have a mechanical feel when you realize it's about time for another battle. It would have made a pretty good videogame, except with the longest talkiest cut scenes ever.

Yet it keeps coming so close. Khalar Zym has reassembled a fabled mask of bone that when empowered by the pure blood of Acheron can make him a god. This would be a bad thing, and Conan would be exactly the right person to stop it.

Allegedly, the blood line died out a thousand years before, but the tyrannical Khalar Zym � both known and unknown by the populace depending on the needs of the scene � knows that somewhere someone still exists of the line. To help him, he has his daughter Marique (Rose McGowan), who's wandered in from one of George Lucas' more fevered Star Wars dreams.

She can smell and taste the bloodline, kept safe in the very virginal and middle-American looking priestess Tamara (Rachel Nichols). Please do not ask the question as to why, if the only reason to keep the blood line pure would be to conquer the world, and even the priests protecting the blood line agree this would be a bad thing, and even the people OF the blood line agree, you'd KEEP the blood line pure. That way lies madness. Or a movie with even less plot.

Tamara's destiny must cross with Conan's, and even though he is more interested in avenging his father's death, saving the known world seems a pretty good byproduct. Though the plot does get perfunctory, Conan the Barbarian does some things very, very well. Unlike the earlier films � and let's face it, they're a product of their time � this one takes advantage of matte and CGI to really give a sense of a lost age. Better yet, the scenery keeps hinting at an age even older, ruins looming in the background and architecture that hints vaguely that men weren't the first rulers of the Earth.

Nispel handles the action scenes with gusto, though he has a tendency to rely on the sudden slow-motion to make things seem cooler than they are, though that might also be a necessity for being slave to 3D. The 3D isn't necessary, here again it at least ups the "oh wow" factor when the action heats up. And yes, there are semi-nude slave girls, but the best breasts still belong to Jason Momoa.

At the center of it all, the screenwriters and Momoa have realized Conan better than any previous incarnation (there have been both live-action and animated TV series in addition to Schwarzenegger). He's gruff but occasionally not uncaring, and as long as the script doesn't linger too long on the dialogue, Momoa makes the Barbarian fairly charming without losing his edge.

Lang, too, handles the otherworldliness of it all with a sense of fun that stops just short of chewing the scenery. Not quite reverent, he at least brings a gravity and grace to his character while knowing when to just let Khalar Zym be crazy. Unfortunately for McGowan, his witchy daughter is always just one high pitched note of crazy.