He ends up selling his coat so that Pinocchio can attend school, but the puppet doesn't want to go and ends up falling prey to various distractions, including the efforts of the Fox (MAX CAVALLARI, voice of CHEECH MARIN) and the Cat (BRUNO ARENA, voice of EDDIE GRIFFIN) in conning him out of his money.

Pinocchio does have help along the way, however, in the form of the talking Cricket (voice of JOHN CLEESE) who serves as his conscience of sorts. Then there's the magical Fairy (NICOLETTA BRASCHI, voice of GLENN CLOSE) who periodically saves him from his various predicaments and wants to use her powers to transform him into a real boy, but will only do so when he shows that he can be good.

He tries to do so, but repeatedly ends up meeting various interesting characters, such as Leonardo (KIM ROSSI STUART, voice of TOPHER GRACE), a young thief, who tempt him with various opportunities that threaten to further corrupt him. With Geppetto out searching for his missing boy, Pinocchio eventually realizes that lying and other forms of bad behavior aren't nice and then sets out to prove that he's worthy of the Fairy's magic.

The "second time's the charm" effect is especially pronounced when it comes to movies that often claim the familiarity title over the original source material. Such was the case with Walt Disney's 1940 release of "Pinocchio." Based on Carlo Collodi's late 19th century children's story, the animated classic is all most people think of when they hear that title.

In fact, it's been reported that some Italians aren't happy that their beloved, homegrown tale is now known as an American story about a wooden puppet with a growing proboscis who yearns to be a real boy.

It's not clear whether that was the impetus behind filmmaker Roberto Benigni deciding to remake the film. Whatever, the case, it isn't very likely - and certainly isn't hoped - that this well-intentioned but completely bungled effort will be replacing the Disney's film anytime soon in the collective viewer consciousness.

The problem begins with the format. The original was a literary work and the Disney adaptation was a cartoon, both of which were more suited and open for fantasy style works. It's possible that a decent live-action version of the story could be made, but this isn't it.

Not content with remaining behind the camera as the director and co-screenwriter, Benigni ("Life is Beautiful," "Son of the Pink Panther") also appears in front of it. However, it's not as Geppetto, the elderly craftsman and father figure, but rather the titular protagonist.

Yes, the 50-year-old actor/filmmaker stars as the wooden puppet who wants to be a real boy. While Benigni's joyful and clownish persona worked well for him in "Life is Beautiful" and endeared him to viewers worldwide during the subsequent awards season, it backfires here.

Rather than coming off as an exuberant, playful and curious "newborn," Benigni's Pinocchio seems like an escapee from some mental ward. The sight of him playing a "boy" is equally bizarre, grating and disturbing, and about the only thing "wooden" about the character is the awful performance.

In an effort to sidestep the casting problem, all of the other "kids" in the film are played by adults as well, with the narrator introducing the story as a place where a child can look like a grown-up and grown-ups act like children. Notwithstanding that "disclaimer," the effect simply doesn't work and no amount of suspension of disbelief can save the effort.

Purportedly following more in the line with Collodi's original work - that could be considering the Italian equivalent of "Alice in Wonderland" - the plot - co-written by Vincenzo Cerami ("Life is Beautiful," "The Monster") - is an episodic mess. Scenes and events are barely connected, and most of the endearing elements in the Disney film are either gone or have been modified to the point of lacking the magic and fantasy that made the cartoon so memorable.

Jiminy Cricket now looks like "My Favorite Martian's" Ray Walston dressed like a miniature butler, the classic "When You Wish Upon A Star" is nowhere to be heard and the overall plot thrust of Pinocchio wanting to be a boy is barely addressed. When it suddenly occurs at the end, there's no emotional impact or payoff since we've seen little of that desire and don't have any vested interest in the character or story.

While the production design appropriately gives the film a fantasy feel, the effects work - that reportedly helped turn the film into the most expensive Italian picture in history - just doesn't have the necessary state of the art look.

Beyond an array of mice that pull a Cinderella type carriage and the inevitable nose extension scenes, most of what's on display looks fake, especially when compared to what's present in the considerably more expensive "Stuart Little" films.

Not remotely helping matters is the fact that the film - at least in most of its release in America - is dubbed in English over the original Italian. While the assembled vocal talent is impressive - including the likes of Glenn Close, John Cleese, Cheech Marin and even Regis Philbin - the voices rarely come close to following the lip movements of the original cast.

The result, particularly with Breckin Meyer ("Rat Race," "Road Trip") doing Benigni's voice, is the equivalent of any bad martial arts film that's received the dubbed treatment. While little kids might not notice, everyone else will and the unintentional effect only adds to the misery.

Benigni's real-life wife, Nicoletta Braschi ("Life is Beautiful," "Son of the Pink Panther"), isn't allowed to do much other than smile and look pretty as the Fairy. Carlo Giuffre ("Death to You," "Desire") looks the part of Geppetto, but simply is hampered by shallow development. Kim Rossi Stuart ("The Garden of Eden," "Bad Heart") offers the only interesting performance among many others as a young thief, but that's really only by default.

If you want to see this story told the right way, rent or buy the Disney version. While it might not be a true adaptation of the original story, it's a terrific, engaging and endearing film. This effort, on the other hand, is best described as slipshod, annoying and quite simply, shockingly bad. Benigni's "Pinocchio" rates as a 0 out of 10.