Despite being adapted from a book that is rich in circus lore and detail, and despite the triangular love affair that plays out against the culture of the big top, the shills, roustabouts, grifters and the pickpockets, the story's transition to a visual medium falls short of multiplying -- much less realizing -- the potentials for evocative, off-beat fascination. Implicated in this failure are writing, directing and casting, with no fault going to the very fine production nor to Sara Gruen, the author of the exhaustively researched 2006 novel.

The story's center is Jacob Jankowski who we see first as an old man (Hal Holbrook) relating his life and career in a nostalgic remembrance that bookends the film story as a framing device.

Though grown up poor in the depression-era South, his parents had managed to afford him a Cornell University education in veterinary medicine. The time was 1931 when he, as a 21-year old scholar (now, Robert Pattinson), takes a final test that will secure his accreditation as a doctor of veterinary medicine. But a door opening in the test hall proves to be the closing of his dreams when school officials call him from his desk to inform him of his parents' death in an auto accident.

Finding himself penniless because the family home had been mortgaged to the hilt to provide him his education, he sets off for parts unknown and winds up on the Benzini Brothers circus train en route to their next port of call.

Befriended by Camel (Jim Norton), an older worker who thinks this handsome young man might be interesting to August (Christoph Waltz), the circus owner, impresario and animal trainer (a composite of characters from the book). A circus can always use a handsome young man with a strong back. What Jacob finds during his first meeting with August is a man with more intelligence than morality, no more regard for his human workers than for his animals, and a penchant for unbelievable cruelty and mental mind games.

When August learns of Jacob's training as a veterinarian, he thinks his dreams have been realized to save his white stallion--his main attraction with Marlena (Reese Witherspoon), his beautiful equestrienne wife, riding and performing acrobatics in a liberty horse routine that appeals to the populace of the times well enough to keep the barely managing circus in business.

Immediately, he elevates the new man to circus vet, gives him actual lodging (sharing a tiny space with tiny, feisty Kinko (Mark Povinelli) and assigns him to save the horse. But Jacob earns his chops by sticking to the medical fact that the animal's in pain and can't be saved. August accepts the verdict, having suspected it, himself. With his trademark sensitivity and bedside manner, young Jacob gives Marlena the courage to face the inevitable and end her horse's pain.

This brings Jacob and the boss's beautiful blond horsewoman together professionally and thence to a rising though unspoken passion. As Jacob discovers his forbidden feelings, he also realizes August's sadism and increasingly dangerous swings of mood. Jacob's arousal of love in Marlena ignites her long-smoldering realization that her marriage has become a matter of bondage through fear... and she wants out.

In time to relieve the stresses that have been set into motion, an elephant named Rosie is found that represents to August the circus's great grey hope to save his 3rd-rate circus. The new animal's former training is unknown to August and poor charming Rosie can't speak elephant. Failing to respond to his brutal approach to make her respond, she becomes a new hide for August to wantonly abuse. Enter Jacob again who, through his gentle, patient manner discovers she knows a whole host of tricks.

By this time, August is flitting between his dark and light side as he gathers evidence of the feelings that exist between the two people he most depends on. Jacob, for his part, allows himself to get involved with a lady who should be off grounds to him--if only he were able to fight against his own impulses.

The impresario begins to realize that his repeated invitations to Jacob to join him and Marlena for dinner in their cabin for the purpose of lording his privileged existence over his lowly employee may have backfired. His demeaner turns on quick reversals, callous disregard, implied threats, brooding darkness and an increased use of "red-lighting," the practice of throwing circus workers off a moving train as either punishment or as severance from the circus to avoid paying wages.

Could there be hope for anything but a bad outcome?

August's paranoid schizophrenia, marked by his swaggering and controlling personality and mood shifts, provides the sort of dialogue and physical portrayal we've seen from powerhouse Waltz before, and he commands the screen every minute he's on it. Once again, he's that smiling tyrant that we relished in his Nazi officer in "Inglorious Basterds." But, though personal chemistry is no vital factor between him and his co-stars, it is of critical importance between them. And that's where the film lets us down.

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Pattinson's rather listless performance level may work just swell in the context of a vampiric lover --especially with his exeptional bone structure. But this film shows that it doesn't travel well. Not into other genres and universes, at least. In fact, selling him as a teen idol to such a successful degree is exactly what fails him here. The whole central issue of the plot, the romance, the question of saving his to-be lover from the evil man, the ability to take control amid the tensions, well... the investors' calculations that he would provide a conduit to the all-important youth demographic goes down in flames when he and Witherspoon come off more like mother and son.

What Pattinson needs, professionally speaking, is a shot of Bruce Willis, say.

Which leads me to wonder about the name, Marlena, that better suits the Germanic August. Is it possible that the part called for a foreign national, an exotic? Not saying that Witherspoon couldn't be that older woman if she were matched better, but can you imagine what a Mila Kunis or Alice Braga would have added to the mix? Just wondering... out loud.

It's not every day you see a film with so much promise and leave the theatre so unsatisfied. It has the look by virtue of exceptional photography (Rodrigo Prieto, DP) and production design (by Jack Fisk); it had the budget; it had a story. But, something under this big tent went missing, and the deficiency just doesn't allow for cheers from some of us in the critical crowd.

                                      ~~  Jules Brenner