When casting about for legendary historical subject matter for an epic, the unrecorded exploits of Arthur's Knights of the Round Table wouldn't usually come first to mind. But, that might have been its appeal to director Antoine Fuqua and producer Jerry Bruckheimer, ("Pearl Harbor, " Pirates of the Caribbean"). Perhaps the best part of building their tale around such a mythic figure is to create a version on a more human level, though one feels that one idealization may have been substituted for another.

Gone is the romantic nonsense about Camelot and a lot of dwelling on the cultish heroes who live by their swords and their codes. But, some of it seeps in. A round table is used to signify that this a group of equals; the legendary sword that Arthur wields; the Knights' higher purposes, etc. Even a character called Guinevere shows up, but bearing little resemblance to earlier versions.

We step into a moment in time when the Roman Empire has grown, but not enough to satisfy the unseen powers at its apex. What's clear is that conquering has given them a taste for more land and peoples to hold in their sway and in their tax roles. An empire needs a source of income.

Arthur and his knights are headquartered in a protected fort on the boundaries of England, though the battles and skirmishes they fight in order to satisfy Rome's 15-year tour of duty prevents them from spending much time within its walls. By and large, this fighting unit makes our marines in Iraq pale by comparison. But, similarly, they want freedom from their obligations and the 15 years are up!

But, not so fast... After rescuing Bishop Germanius (Ivano Marescotti) from the clutches of the marauding Woads, a forest tribe led by Merlin (Stephen Dillane), the good men expect him to bring Rome's recognition of their service and release to freedom. Instead, the duplicitous envoy waves their discharge papers around while demanding that they accept one last commission for the emperor. All they have to do is get past the invading Saxons to the north and rescue a local governor and his son. The trouble is, evil general Cerdic (Stellan Skarsgard in long flowing beard) is the kind of warmonger who leaves a trail of death and decimation behind him and his sizable army, and they're advancing on that very village.

Angry at this last minute breach of contract and extension of service but ever faithful to Rome, where he plans to retire, Arthur puts his men into action. As fate will have it, one of his rescuees at the village is a petty tyrant who treats his people with despicable suffering. Little credited for his general obedience, Arthur's biggest reward for his efforts will be the rescue of a prisoner in a church dungeon, the tortured but still luminously beautiful Guinevere (Keira Knightly) whose porcelain skin is a bit marred with blood.

Thus is rescued not only the village, but us, from a drab, somewhat tedious movie experience, as well.

Guinevere is feisty to the point of annoyance, both in her rebellious lecturing of her saviour and in her unbounded energy and skill on the battlefield. She also turns out to be a political lobbyist, bringing Arthur into a nighttime meeting in the woods -- not for a sexual tryst but for a surprise encounter with Merlin, in order to convince the warriors to combine forces against Cerdic and his invading horde.

She participates in the battles with zeal and archery. Whoever designed her "armor" has to be given a pat on the back by all of us who find her an object of sauciness and desire. They must have surrounded her with heaters because she's the only one out there whose fair skin shines so brightly under the grey skies and over the icy elements.

Not surprisingly, she develops a little desire of her own and, this time, stoic Arthur is not likely to complain.

What this scenario seems to punch up is the idea that any great military leader needs to be a strong tactician. The knights have survived their 15 year indebtedness by the wiles of Arthur's maneuvers as much as by their great skill with swords in close combat. His men's love and devotion to him are absolute and the tale shows why. In one major set piece, the outnumbered band meets a regiment of Saxon forces on a frozen lake. Here is demonstrated a piece of clever strategy that comes from the pen of writer David Franzoni who didn't get this battle design into his "Gladiator."

It's weighty stuff, suffering a bit from the unfamiliarity with the issues involved and the mythology on which it's based. The actual existence of Arthur has never been proved, but as a movie with its own take on how it might have gone down, the iron charisma of Clive Owen and the beauteous Keira Knightly whose presence brings magical silver dust to the screen will get you through it. I know a movie star when I see (and adore) one. And the Bruckheimer marketing machine knows a thing or two about casting.

                                      ~~  Jules Brenner