Based on the Marvel comic book by Jack Kirby and Stan Lee, "Hulk" comes equipped with an unusually strong and independent-minded pedigree. The director is Ang Lee, he of such art-house hits as 1997's "The Ice Storm" and 2000's "Crouching Tiger, Hidden Dragon." The cast includes recent Australian newcomer Eric Bana (2001's "Black Hawk Down") and Academy Award winner Jennifer Connelly (2001's "A Beautiful Mind") as a pair of scientists/ex-lovers, and Nick Nolte (1998's "The Thin Red Line") and Sam Elliott (2002's "We Were Soldiers") as their authoritative, domineering fathers. And the film as a whole depends more on its nuanced, multilayered story and troubled characters than on mindless action sequences and overblown special effects. Yes, it's safe to say "Hulk" is not your garden-variety comic book adaptation.

What "Hulk" does achieve is a fond and unrivaled faithfulness to its comic book roots. With complex, swirling camera movements, courtesy of cinematographer Frederick Elmes (2002's "Trapped"), and knowledgeably flashy editing by Tim Squyres (2001's "Gosford Park") that uses split screens and scene transitions to their fullest advantage, the film is a visual feast. Not only is there so much to take in with your eyes that a second viewing is imperative, but "Hulk" stands out as the closest any motion picture has come to a comic book sprung to life.

"Hulk" is ponderous and takes its time in revealing its story threads and true character shades—a rarity in summer blockbusters. Although there are awe-inspiring, edge-of-your-seat set-pieces (mostly in the last hour of the 138-minute running time) and some stunningly realistic CG effects to be had, action-hungry moviegoers may honestly not know what to make of Ang Lee's filmmaking approach and John Turman, Michael France, and James Schamus' wordy, adult-minded screenplay. Imagine Brian De Palma, David Lynch, and Alex Proyas joining forces on an operatic tragedy, and the results may come relatively close to the demanding but enriching experience "Hulk" ultimately delivers.

In a prologue set in 1966, a young Bruce Banner witnesses a traumatic childhood experience involving his caring mother and psychotic military scientist father. In the present day, Bruce has followed in the footsteps of his long-lost father and become a scientist at the Berkeley Nuclear Biotechnical Institute. Working alongside his ex-girlfriend, Betty Ross (Jennifer Connelly), Bruce's latest project involves subjecting lab animals to radiation and gamma rays in an attempt to enlarge and strengthen them.

When Bruce is accidentally exposed to the radiation himself, it uncovers something that has always been simmering underneath his surface: a rage that transforms him into the Hulk—a green-skinned, 15-foot monstrosity with a strength and invincibility unsurpassed by any other living organisms. As the military closes in on the Hulk, Betty must come to terms with her tender feelings for Bruce and an unspoken bond that has left both parties little more than emotionally wounded children--she with her cold father, General Ross (Sam Elliott), who wants to harm the Hulk, and Bruce with his unhinged dad, David Banner (Nick Nolte), who is partially accountable for his son's burden as the Hulk.

"Hulk" is as ambitious as any of the recent Marvel comic adaptations (2002's "Spider-Man," 2003's "Daredevil," 2003's "X2"), if only because it may require multiple viewings simply to catch and understand everything going on with the characters and premise. This is not to say that "Hulk" is incomprehensible, because it definitely isn't; it simply requires more concentration and thought than your average visual effects extravaganza. The movie is not cheerful and lightweight, but dark and downbeat, filled with hurtful childhood wounds and repressed memories.

The outcome of Ang Lee's courageous cinematic treatment of "Hulk," a potentially lucrative franchise, is not always completely successful, but nothing less than admirable. A climactic face-off between Bruce and David is overly stagy and overacted by an otherwise effective Nick Nolte, and the overall atmospheric mood occasionally threatens to drown the picture's entertainment value. Because Bruce (as the Hulk) is not so much a superhero as a badly-tempered giant who uncontrollably destroys stuff, a rooting interest in his fate is not as strong as it should be. Still, while the film may not be what some viewers are expecting and, therefore, may turn them off, one cannot deny the sheer aspiration and scope of what director Lee has attempted. A sequence involving three mutated dogs is utterly thrilling and devilishly mischievous, and the whole San Francisco/desert finale is exhilarating on a visceral level while never losing sight of its purpose.

Above all, "Hulk" is intelligently written and conceived, filled with such innovation and keen detail that it is more than worth closer inspection and further viewings. Eric Bana is acceptable in the difficult role of Bruce Banner, while Jennifer Connelly turns in another passionate and believable performance as the strong-willed but confused Betty Ross. "Hulk" may not be as purely fun as "Spider-Man," but Ang Lee should be commended for putting a whole lot at stake with this project: a robust budget, technically advanced and intricate effects, and a story and characters more complicated and developed than what one is used to seeing within this genre. For what it attempts to achieve and more often than not does, "Hulk" is an unconventional, ballsy winner.