Why It Works (An Incomplete List):

1. It's utterly mind-blowing just how faithful the movie is to the book (to a fault some would say, but not me). Entire scenes are echoed line for line, beat for beat. Almost everything a fan could reasonably (key word) want to see on the screen either made it, or is likely to appear on the three-hour-plus director's cut released on DVD later this year. We see Dan say "the Comedian is dead." We hear the best sociopathic poetry (sociopoetry?) from Rorshach's journal, including not only the now-iconic "dog carcess in alley" beginning but also my personal favorite: "this awful city screams like an abattoir full of retarded children." The origin stories, the mass destruction and moral checkmate, the villain living while a hero dies, Bubastis, the cold can of beans, the Knot Tops, the Gunga Diner blimps, the Tijuana Bible and so much more are all represented in one form or another. And like the comic, the movie's backgrounds are littered with visual bric-à-brac that is destined to wear out the pause button on more than one remote control, mimicking how Dave Gibbons' detailed artwork has rewarded multiple readings of the book for two decades.

2. Perhaps Snyder's greatest achievement, however, is not how he translated the book to film, but how he adapted it. Despite everything that's been recreated, there's also a significant amount that's been changed to suit the medium. Plot points are distilled to their barest, most powerful essence. Familiar words are spoken in different locations, and even by different characters, than we're used to. Certain sequences happen in a new order, while other key moments are completely rethought, giving them a new dimension. Dr. Manhattan's final speech to Laurie on Mars, for instance, is no longer heard as the galaxy recedes from view; now it's reframed as a close conversation between the two, imbuing Alan Moore's dialogue with an emotional charge utterly lacking on the cold page. And as for the biggest and most hotly debated change from the book -- the substitution of a Manhattan-centric scheme for the fake alien squid attack -- it flat-out makes sense within the internal logic of the film (maybe even more so, dare I say, than the squid did in the comic).

3. The much-ballyhooed opening credits sequence deserves special mention, as it not only represents Snyder's greatest feat of translation, but is also the best-directed minutes that he's ever produced. Each shot is a beautifully staged tableau that traces Watchmen's alternative history while at the same time commenting upon the very act of taking still images and committing them to film. A total work of art in its own right, this sequence will be watched over and over like no other.

4. The performances are solid across the board, with Jackie Earle Haley's raspy portrayal of fan-favorite Rorschach winning much of the early praise. But good as he is, the real standout for me is Patrick Wilson, who gives Dan a humanity, sense of humor and charm that the comic didn't come close to fully communicating. He's the unexpected heart and soul of the movie, the one I suspect most viewers will find themselves rooting for as he morphs from pudgy bespectacled sad sack to a virile ass-kicking superhero -- simultaneously reflecting and deconstructing the classic comic-book cliché of the nerd who comes alive only in costume. And even encased in his Nite Owl gear, Wilson exudes more personality than the last four actors to don Batman's cowl combined.

5. The choice of songs for the soundtrack is another risk that Snyder took, which pays off for the most part, as far as I'm concerned. Leonard Cohen's "Hallelujah" is the ideal accompaniment to Dan and Laurie's graphic, kinky lovemaking on the Owl Ship, helping the scene go where no on-screen superheroes have gone before. Nena's German-language version of "99 Luftballons," meanwhile, is an off-beat cue that both reinforces the film's '80s setting and slyly reflects the plot's crucial Cold War backdrop (the lyrics are about nuclear war, donchya know). But best of all, My Chemical Romance's Clash-style interpretation of Bob Dylan's "Desolation Row" not only legitimately rocks as the end-credits tune, but is also the source of the title and epigraph to Watchmen's first chapter. Hearing Gerard Way wail about "all the agents and superhuman crew" as I sat happily stunned in my theater seat was as fitting a capper to the evening as I could want.

What Doesn't Work (My Complete List):

1. Aside from truncated subplots and missing connective tissue between scenes/vignettes -- which the DVD will hopefully rectify to an extent -- my biggest problem with the movie was how Snyder chose to stage the several fight scenes, particularly Dan/Laurie vs. the Knot Tops and Nite Owl/Rorschach vs. Ozymandias. No, not the slo-mo (actually slo-mo and speed-up, kinda like Pixies songs), which barely registered with me, but the wire-fu-style choreography that had everyone defying the laws of both physics and human anatomy. The fact that all of the costumed adventurers, besides Dr. Manhattan, are basically normal people who dress up in funny outfits and take the law into their own hands was an essential theme in the comic book that, alas, the movie wipes away. It's impossible to watch these action scenes and not mistakenly assume that all of the characters have superpowers. It obviously didn't kill my admiration for the film, but it definitely dented it.

2. The first words in the title of the book's initial chapter are "at midnight." In the first two minutes of the movie, we learn about the Doomsday Clock, set to five minutes at midnight (signifying the likelihood of nuclear war). The midnight motif is repeated throughout the film, not to mention the book. And yet... when the climax comes, New York is attacked in what appears to be broad daylight -- a crazy oversight coming from a director who prided himself on his slavish adherence to the comic. Granted, now that cities around the globe are also hit, an argument can be made that it's midnight somewhere. But still: weak.

3. It's not quite the distracting equivalent of Jar Jar Binks that some fans are making it out to be, but I must concur that the prosthetics on the actor playing President Nixon (serving his fifth term) are a pretty poor make-up job. Just one of those obvious things that always seems to get overlooked during insanely expensive movie productions like this one. They shoulda spent a few extra bucks to get Frank Langella.

4. A couple of the soundtrack selections hit a bum note, especially Simon & Garfunkel's "The Sounds of Silence" playing over Edward Blake's funeral -- way too on-the-nose, and I hate when iconic songs from other soundtracks are recycled without the filter of irony or without serving as statements of some sort. "Ride of the Valkyries" playing during the Vietnam action sequence, on the other hand, was an homage that made sense because that's what Apocalypse Now would've been like if Manhattan and the Comedian had been around. I could've done with a different version of "All Along the Watchtower" as well, since Jimi Hendrix is so played-out thanks to eons of classic-rock radio, but hey, quibble, quibble.

Check out my colleague Zach Oat's spoiler-free review of the movie, and tell us what YOU thought of the movie in the comments area below or in our Watchmen forum.