Brevity is not the soul of Clint. Clocking in at nearly three hours, Eastwood's ponderous adaptation of Midnight in the Garden of Good and Evil creeps along like a slug under the hot Georgia sun. Drag is indeed the most striking feature of this unwieldy film, and I'm not talking about Lady Chablis, the preeminent transvestite of Savannah.

But "so what?" cry the faithful. Midnight was a big book, with lots of great stories. That kind of thing can't be compressed. And, as one of the faithful, I agree. Indeed, I wish more of the movie had been devoted to those great stories instead of long, lingering shots of John Cusack's pretty face.

The book's phenomenal popularity is not unwarranted. It's a fantastic read, both for its easygoing, anecdotal style and its matchless cast of characters. No effort is made to concoct a novelistic plot line, although the book centers itself on the murder trial of Jim Williams, a wealthy art collector who shoots his homosexual lover, a violent young hustler, in what he claims is self-defense.

But Williams is only one of many, many characters Berendt has on file. There's also Luther Driggers, an eccentric chemist who carries on his person a vial of poison powerful enough to kill every man, woman and child in Savannah; Joe Odom, a ne'er-do-well lawyer who lives in other people's houses and steals electricity from next door when the power company cuts him off; and, of course, the irrepressible Lady Chablis.

In the book, this motley assemblage of characters and stories is held together by Berendt's wry, dispassionate first-person narrator who puts just the right amount of distance between himself and the events he is witnessing.

In the movie, this smart, self-aware narrator has been excised and replaced with the baby-faced John Cusack, and the results are disastrous. Midnight is one of those rare films that cries out for a voice-over, but Eastwood and his writers seem to have consciously avoided that course of action. Instead, they give us John Kelso (Cusack), an idealistic young writer from New York who comes to Savannah to write an essay on a Christmas party and ends up getting involved in Williams' murder trial. By embroiling Kelso in the plot, the refreshing detachment of Berendt's narrative is lost. The story shifts from the town and people of Savannah to the fictional Kelso--his life, his ideals and, I'm sorry to say, his loves.

That's right, there's a love plot, and an underdeveloped one at that. The writers have taken Mandy Nichols (Alison Eastwood, Clint's daughter), a relatively minor character in the book, and turned her into a nubile tart for Kelso to romance. You can almost hear the producers saying, "Let's get some old-fashioned heterosexual love into this story!"

To its credit, there is no old-fashioned, romantic heterosexual love in the original Midnight. Its most interesting and lovable characters are con men, hustlers, drag queens and witches. Berendt's narrator revels unrepentantly in Savannah's decadence and its culture of closeted scandal. He falls in love with the city's roguishness, its peculiar brand of dark but endearing degeneracy cloaked in gentility. In short, he is nothing like Cusack's dippy, sententious young idealist. The closest he comes to romance is a date with a drag queen. And he certainly bears no resemblance to the late Elvis Presley, whom Cusack and his sideburns are trying their damnedest to impersonate.

Deprived of an effective narrator, Berendt's brilliant anecdotes are enslaved by the "trial plot," which the writers have chosen to reign supreme over the storyline. The movie starts to play like a day at the zoo: look at the goofy Southern people! Strong personalities like the volatile hustler Billy Hanson (played awkwardly by Jude Law) dissolve into mere plot devices or cheap gags. The score doesn't help (Billy Hanson enters room, cue fore-boding music. Drag queen walks down the street, cue sultry saxophone).

All of that said, there are some excellent reasons to see this film, namely Kevin Spacey as the mysterious, simmering Jim Williams and, of course, the extraordinary Lady Chablis. Spacey was an inspired choice to portray the enigmatic, self-made Southern gentleman. His regal Georgia accent is as delicate as spun honey when he purrs, "Living here pisses off all the right people." And, in vintage Spacey style, that quiet, unflappable composure sets us up for a chilling revelation of his underlying volatility.

As for Chablis...well, it just goes to show that strange truth is always better than contrived fiction. Playing her(?)self, The Lady mugs shamelessly but never falls into self-parody, deftly avoiding the cartoonish rut that claims other characters. Her authenticity is refreshing, and I found myself wishing Kelso would hook up with Chablis instead of Mandy--it would have been more in tune with the spirit of the story. In any case, you will emerge from the movie theater with an entirely different attitude towards the words, "hide my candy."

All in all, this Midnight is worth seeing for fabulous performances like these, not to mention the beautiful footage of Savannah, the uncredited star of the show. Best to sit back and soak up the Southern sun (which Eastwood manages to capture quite beautifully), then steadily tune out everything Cusack says and does. What will emerge is the real spirit of Berendt's Savannah, simultaneously anarchic and genteel--a cocktail potent enough to survive even the worst ravages of Hollywood hackery.