There’s just something about a glowing blue dick that invites mockery. Chances are, though, that for a good chunk of Watchmen, you’ll check your titters as you take in Dr. Manhattan—accidentally nuked superhuman, soft-spoken scientist, Smurf-colored Oscar statuette who can grow himself as big as a house, spends most of the film naked, and at one point yells “Leave me alone!” before sulking off to Mars. You may get the nagging feeling that you should be laughing at all this. But you can’t laugh, because between the production’s epic false starts and director Zack Snyder’s hermetic faithfulness to a graphic novel whose author insisted that it not be fucked with, Watchmen’s every carefully calibrated minute bellows “Worship me!” while simultaneously sucking your air.

It doesn’t help that the superhero flick is so thematically bleak and tonally leaden it could have Ang Lee’s Hulk running for the Zoloft. Snyder’s slow march to ponderous absurdity—the runtime is two hours and 42 minutes—actually begins brilliantly, more evidence that the director of Dawn of the Dead (yay!) and 300 (dine in hell!) should maybe pass on the next graphic-novel adaptation that comes his way.

After a screen full of yellow pulls away to reveal Watchmen’s trademark blood-stained smiley face, we witness the murder of Edward Blake (Jeffrey Dean Morgan), a.k.a. the Comedian—a shadowy, speedily violent bit of business that ends with the brutish crime-fighter hurtling 30 floors to his death. Then Snyder pulls all those time-shifting loose ends that marked Alan Moore’s novel as unfilmable, dropping them into a tidy, mesmerizing montage of pre-photograph moments set to the whole of Bob Dylan’s “The Times They Are A-Changin’”: Here’s Times Square on VJ Day, a costumed hero wittily replacing the sailor who famously kissed that nurse! Here’s Dr. Manhattan shaking hands with President Kennedy! Then there’s Andy Warhol next to his Marilyn-style painting of Nite Owl (Patrick Wilson), and later Annie Leibovitz snapping a press conference. Sure, the celeb impersonations are bad (a worse Nixon you’ll never see), but the sequence neatly travels Moore’s timeline from the 1940s to ’85, when the bulk of the action is set.

The Comedian’s death springs the film’s central plotline (adapted by Alex Tse and X2 writer David Hayter): the suspicion of fellow costumed vigilante Rorschach (Jackie Earle Haley) that someone is out to kill the “masks.” But Watchmen noodles from there, even with the filmmakers’ significant cutbacks of the novel’s many layers and asides: Dr. Manhattan (Billy Crudup) was once mere mortal Jon Osterman, physicist and love of Janey Slater (Laura Mennell) before an accident obliterated his physical being and morphed him into a radiant god. He soon ditched Janey for the young Laurie (Malin Akerman), daughter of Silk Spectre (Carla Gugino, in heavy makeup) and reluctant carrier of Mom’s crime-fighting torch. Laurie lives under constant supervision with the increasingly distant Manhattan and finally leaves to seek solace and shelter from Nite Owl II, whose regular-guy persona, Dan Drieberg, is basically Clark Kent as played by Chevy Chase. Adrian Veidt (Matthew Goode), world’s smartest man, has turned his Ozymandias superperson into a toy empire. They’ve all been forced to retire from crime-fighting by a law prohibiting masked vigilantism, but Rorschach still goes about his business, fueled by a disgust with humanity and protected by a mask.

Watchmen takes place in a still-grimy New York, crammed with peep-shows and thugs, and tops this blackness with Cold War and nuclear paranoia, including a “doomsday clock” that inches ever closer to midnight. The nihilism of the work runs deep, best reflected in the Comedian’s ironic attitude that life is so shitty it’s got to be a joke, and in the pathologically scarred Rorschach’s dedication to wiping out as much of fucked-up humanity as possible. When Dan tells him that he doesn’t miss his masked days and prefers to feel “normal,” Rorschach questions how anyone could feel normal in a world crammed with closet consumers of drugs and child pornography. If there is a God, Rorschach later tells a prison psychiatrist, he sure doesn’t care about Rorschach‘s murder of a guy who butchered a little girl and fed her to his dogs.

Heavy stuff, which makes it understandable that the yuks we’ve become accustomed to in comic-book adaptations would be largely absent. But even The Dark Knight had its black humor—not to mention virtuosic action sequences—to avoid the fate of films like Watchmen: After a while, you can’t help but think that this thing is just taking itself too damn seriously. As I mentioned, you won’t laugh the first few times you see Dr. Manhattan in all his ass-tastic glory, and you’ll groove with the solemnity when Snyder uses Dylan and Paul Simon to accompany scenes. But then the film passes its two-hour mark, and an eeeeevil mastermind comes into play, and lines such as “The TV said you were on Mars!” finally make you crack at one last, ridiculous use of brooding music: With the end of the world seemingly near, Laurie and Dan get totally naked and consummate their relationship to the strains of Leonard Cohen’s “Hallelujah.”

It’s completely earnest, folks. And completely laughable. And the moment is like a rush of fresh air when you’ve been sitting in windowless office all day. Snyder has crafted a loyal valentine to the Watchmen novel, true to its dialogue, its art, and its dark essence, and it’s sometimes hypnotic (Crudup makes a curious and gentle Dr. Manhattan) and sometimes indelible (Haley’s Rorschach is close to a Joker-esque villain). But whereas the book inspires thought, the film is ripe for ridicule—and will surely leave nonfans wondering what all the fuss is about.