The Fountain is an exuberant, passionate, thirty-five million dollar art film made with visual bravado by an extremely talented film maker. This movie is, all at once, poetic, breathtaking, heartbreaking, and frustrating. Simply put, it's the kind of film that won't play to the masses, but I found it challenging and involving even when I wasn't entirely certain what the hell was going on.

In the Fountain, we the audience are essentially thrust into three different time lines which play evenly throughout a surprisingly short running time (the film runs in the neighborhood of 100 minutes.) In the present time line, Hugh Jackman plays love struck scientist Tommy Creo. He's in a race against time to save his terminally ill wife Izzi (played by Rachel Weisz) by means of a potential cure he's been testing on animal subjects in the lab.

The second time line lies within a book Izzi is writing called The Fountain. As Tommy reads this book, it is played visually to the audience. Within these pages, we are told the tale of Thomas, a 16th century conquistador (also played by Hugh Jackman) who's been sent on a quest by Queen Isabel of Spain (played by Rachel Weisz). The quest: seek out the biblical Tree of Life and discover the key to immortality.

In the third time line, we are whisked away several hundred years into the future, where a meditating Hugh Jackman (sporting Yul Brenner doo), sits alongside a tree (presumably the Tree of Life) within the confines of a strange, otherworldly bubble - traveling across the reaches of space. His destination - a dying star. Why? I can't really begin to explain.

The Fountain is incredibly ambitious. At one moment, it's like watching someone's dream unfold before your eyes, and the next, it's like stumbling across two smarmy intellectuals debating philosophy at a Starbucks. The movie is always passionate though. Passionate in ways most films don't dare to be.

Darren Aronofsky (who made the stunning Pi and the brilliant Requiem For A Dream) has gone through a lot to bring this film to the screen. Five years ago, it was set to star Brad Pitt and Cate Blanchett with a budget of around 80 million dollars, but when Pitt left the project, the movie was permanently stalled. After endless soul searching, Aronofsky decided that he had to make this film, so he streamlined the screenplay and made the movie with Hugh Jackman and real life wife Rachel Weisz for 35 million dollars (the film looks like it cost considerably more to make).

It's hard to pigeonhole this film to any one genre. It's science fiction. It basks in religious theology - it's about life, issues of mortality and the grieving process. At it's heart though, I look at The Fountain as a love story. It's a tale about a man so in love with a woman that he would do anything to save her. And while this particular theme is, at times, repetitious and heavy handed, it's also heartfelt and sincere.

Amazingly, Aronofsky also finds plenty of time to tip his hat to other film makers including Spielberg (the early moments in which the conquistador searches for the Tree of Life, I was somewhat reminded of an Indiana Jones adventure), Tarkovsky (with themes of life, death, and the hereafter, I was instantly reminded of both Solyaris and Steven Soderbergh's loose remake, Solaris), and, quite obviously Kubrick (with it's mind bending trek across space and time, it's hard to shake shades of 2001). Having said that, Aronofsky injects his own sensibility into the project through expert use of intimate close-up shots, vibrant colors, sound, and astonishing visual effects.

The performances are stunning. Rachel Weisz is gorgeous, and Aronofsky knows how to photograph her (and Hugh Jackman for that matter). Though she gives a well rounded performance, she sells most of the turn through those revealing eyes.

Hugh Jackman gives his strongest performance to date as the tortured Creo. As the present day Tommy, he aches and broods for most of the film's running time, and not once did I doubt his sincerity. He's also effective as the 16th century conquistador, getting a chance to showboat in a more physical manner. The most intriguing of his three characters, however, is that of his futuristic self. He hasn't anyone to bounce off of emotionally. It's simply him, a tree, and his bubble surrounding. He flies this particular part of the performance solo, and to very strong effect. Overall, Jackman is emotionally naked throughout most of this picture, and while his sullen tone might be a little one note for some (I don't want to name names – RICHARD ROEPER!), I completely bought into it. I really felt this guy's pain. This is a vulnerable, devastatingly painful turn.

Rounding out an impressive supporting cast are Ellen Burstyn, Ethan Suplee, Sean Patrick Thomas, and Cliff Curtis.

The Fountain is poetry in motion. It's the product of a truly innovative (and gifted) film maker who tells a complex story through heartfelt words, breathtaking imagery, and a mesmerizing score (courtesy of Clint Mansell and Kronos Quartet).

One of the things I hate most when it comes to writing about films, is that it's easy to miss something after one viewing of a particular movie. Especially when a picture is this intricate. I'd be lying if I said I was able to take all of this in after one screening. The Fountain is complex and mind bending, but having said that, I was completely transfixed by it. I couldn't look away.

The Fountain is overly ambitious and even somewhat flawed, but it's so overflowing with passion and those involved are so clearly committed to what they're doing, that I was completely willing to go with it. There will be plenty of folks out there who find the movie pretentious, while others will, no doubt, be annoyed by the story structure and complex nature of the plot. Personally, I think this is one of the most unique and challenging cinematic experiences of the year.