Once upon a time in Los Angeles, a little girl recuperating in a hospital with a broken arm befriended a crippled silent film stuntman who was trying to kill himself after his girlfriend left him for a dashing movie star. In an attempt to hide from his broken heart, he began to tell her a story about five heroes trying to defeat a nefarious governor. As his tale unfolded and became more complex, the little girl drew more and more on her own experiences and memories to illustrate his unfamiliar concepts, and between them they created a place of unbridled imagination: his words and her images, colliding in a neverwhere kingdom of strange and wonderful shapes, colors and people.

This is the notion behind The Fall, the second film by the prominent commercial and music video director Tarsem, whose feature debut was 2000's The Cell, a nominal serial killer thriller noted primarily for how totally the incredible visuals demolished anything remotely like story. The Fall, at least at first blush, appears to be more of the same: the movie is overstuffed with sprawling surrealistic tableaux that erupt with bright colors and an arresting mise en scène, and anyone who can leave the theater without feeling a bit woozy from it all must necessarily be blind, if they didn't just fall asleep two minutes in.

Upon only slightly closer inspection, however, The Fall proves to be more than just a pretty face, though God knows that a face this pretty doesn't have to justify itself. It is a paradox, really: a film whose narrative is clearly nothing more than a framework for scene after scene of unforgettable visual art still comes across as the cinema's best exploration of how stories are made in many a year.

That's because it's not just a two-hour excuse for an giddy stylist to throw his myriad ideas onto the big screen in a festival of artistic masturbation. This was a dream project for Tarsem, whose struggle to complete the movie is as strange and messy as any film of the modern age not directed by Terry Gilliam. For four years the director pieced The Fall together, financing virtually the entire project out of his own pocket and shooting a scene or even just a shot wherever his globetrotting commercial directing career happened to take him. Apparently deciding that this was an insufficiently chaotic way to stitch a coherent narrative together, he also hit upon the inspiringly crazy idea of letting the unfocused ad-libbed musings of five-year-old actress Catinca Untaru (who plays Alexandria, the little girl listening to the story and shaping it with her mind) guide not only the way her scenes played out but the very direction of the narrative itself. That a film was created in this manner is unexpected; that it is coherent is awe-inspiring; that it is so thematically and artistically rich is nothing short of miraculous.

If Tarsem is the film's imagination, Untaru is the heart; a Romanian improvising in an unfamiliar, language, she seems somewhat disconnected from all the things around her but sweet and curious nonetheless, and this combination is very much the movie's tone. It is an exploration of an imaginative mind, not yet so jaded that the fantastic must be recast in terms of the familiar. It's a film about discovery, and just as Alexandria sees things she has never known, so does the audience; of course The Fall isn't the most imaginative film ever produced, but I am entirely certain that nothing you have ever seen in a movie or in life is comparable. This level of invention is appallingly rare - the last film I can think of that creates images out of whole cloth on a similar scale is Dave McKean and Neil Gaiman's MirrorMask, which suffers in comparison for not having such a well-conceived narrative arc. In that respect, the film is closest to Guillermo del Toro's diptych of films about children discovering the fantastic, The Devil's Backbone and Pan's Labyrinth. But even those modern classics aren't as absurdly lovely to behold as Tarsem's great achievement.

It's tempting, with a film like this, to catalogue its wonders; what else can you do, really? And they are many in number and striking in effect. Onward from the opening credits, in which slow-motion images in black and white of smoke and steam and water spreading out in such luscious detail as to seem like a parody of their own artiness, as a particularly marvelous recording of Beethoven's 7th Symphony plays underneath, there is nothing less than spectacular to behold. Even the squalid sets of a 1910s hospital is framed in DP Colin Watkinson's camera to look like the prettiest damn squalid hospital you could ever want to see. It's probably true that the degree to which any particular viewer actually agrees that these images are so revolutionary and beautiful, and that they justify sitting still for two hours as they roll by, is a personal choice. More than a great many films I have seen in several months, The Fall lives and dies as the viewer receives it, and not as it is. I cannot say whether anyone is going to be on its wavelength, simply because I can't think of anything to compare it to - if you liked _____, you'll love The Fall. Without attaching any value judgments to the observation, it's practically a matter of raw fact that this is a unique film in history, if not conceptually then certainly in execution. My opinion is that it is absolutely brilliant, but your mileage may vary.

As a film about the sheer power of imagination, I'd love to call it a great family film, but it is rough going at times, though not at all enough to justify its absurd "R" rating. There is violence and blood, but they are rendered as magically as everything else in the film; there is a dark subplot about a sick man manipulating a little girl into helping him end his life, but it is so taken up into the matter of the film itself that it feels more innocent than edgy (this is very much the film that Terry Gilliam wanted Tideland to be). Still, words like "innocence" and "childlike," though decent enough to describe the film's mood, don't really touch what makes it sing. This isn't really a film about the openness of the young, it is a film about beauty. Sheer beauty.