IF YOU'RE GOING to make a shitty remake of Conan the Barbarian, you might as well hire a guy who has a long, rich history of shitty remakes. The newest film to be based on Robert E. Howard's muscle-bound Cimmerian thug is directed by Marcus Nispel, the German director whose résumé also includes recent shitty versions of The Texas Chainsaw Massacre, Friday the 13th, and Frankenstein. Here, Nispel has made a meandering, noisy, predictable fantasy movie that wants to possess both the brutal viciousness of the original Conan stories and the plucky, lighthearted air of a Cher video. (Oh, Nispel also directed a few Cher videos, none of which are the Cher videos you remember.)

In this 3D version, Conan is literally carved out of his mother's womb on the battlefield—a good start, although I couldn't tell you what a nine-months pregnant woman was doing in the middle of a battle. It's only the beginning of a really, really long prologue about Conan's childhood, in which Ron Perlman plays Conan's dad; li'l Conan is a super-good fighter but he lacks discipline, and then one day some dick named Zym (Stephen Lang) rides out of the woods and kills everybody, including Conan's dad, so he can complete his collection of magical bones that all click together to form some kind of bony mask of evil. (Oh, I forgot: Before the endless prologue of Conan's childhood is another endless pre-prologue—narrated, for some reason, by Morgan Freeman—that explains this whole mask business.)

Anyway, Conan's dad is slaughtered but li'l Conan is left alive; we see him all grown up many years later, played by Jason Momoa, a veteran of Baywatch and Stargate: Atlantis, who also played the horse lord Khal Drogo in Game of Thrones. Momoa was great in Game of Thrones—legitimately great, especially considering all his lines were grunted in a made-up language—but here he jettisons the brute power he displayed as Khal Drogo and turns Conan into a gently sneering surfer dude.

Conan spends his years trying to find Zym and get revenge. Meanwhile, Zym has raised a daughter who's a witch, or a wizardess, or something; she's played by Rose McGowan, who looks like a melted clown and delivers what is, no exaggeration, perhaps the worst performance in film history. Zym and the witchy daughter are trying to find some girl named Tamara (Rachel Nichols) because she is a "pureblood" who can give the magic mask the evil power it needs to become an even more evil magic mask. I don't think I'm spoiling anything by saying that toward the end of the movie, Tamara ends up chained spreadeagle to an altar.

The 3D garbles the already unintelligible action sequences—there is plenty of fighting, but most of the time you won't have the foggiest idea what is going on. There's a skull castle, and a giant monster that is either a snake or an octopus—I couldn't tell which—and an army of sand zombies that, I guess, turn back into sand if you hit them really hard with your sword, none of which are as cool as I just made them sound. This Conan includes just as much blood as the memorably gruesome 1982 version directed by John Milius and starring Arnold Schwarzenegger, but it totally lacks that movie's dark-hearted, pagan creepiness. Instead, this Conan is loud, hollow, annoying, and visually incoherent—it's not so much a movie as it is a blurry headache.