"Underworld" might have been one bad-ass B-movie, if only its plot about a war between vampires and werewolves had been seen by co-writer/director Len Wiseman as anything more than a token gimmick on which to hang "Matrix"-mimicking action and antiquated genre clichés.

Thick with mold-breaking potential that goes completely unexplored, the picture is populated by cardboard cutouts of aristocratic, clownishly Goth-fashioned bloodsuckers and sunken-eyed, greasy-haired, heavy-metal headbanger-styled lycans (a fancy word for werewolves). The two races exhaust every trite and tired facet of their respective horror folklore in a story that has obviously, and rather clumsily, had elements edited out -- including a romance between warrior vampiress Selene (Kate Beckinsale) and Michael (Scott Speedman), a human with werewolf ancestry.

When Kraven (ravenous scenery glutton Shane Brolly) -- the conniving, devious, temporary leader of the vampires while their sovereign is entombed in hibernation -- orders the human killed because his DNA could change the course of the centuries-old war, Selene risks her life to save the guy for reasons that aren't entirely clear in this final version of the film.

Many hard-rock accompanied, hand-cannon shootouts ensue -- in bloody slow-motion, of course -- between these leather-clad nightstalker factions in the bowels of an unnamed city. For these scenes, Wiseman seems to have studied the shrapnel-strewn, endless-ammo gunfights of "The Matrix," frame by frame, and copied them here as closely as possible on his transparently smaller budget. For most of the other scenes, he simply falls back on uninspired genre conventions like heavy-shadow lighting, gross over-acting and ham-fisted dialogue.

"You're acting like rabid dogs!" scolds the werewolf leader to his misbehaving hoards. "You're incompetence has become most taxing!" fumes the coffin-dehydrated vampire king (Bill Nighy, who rises above the material with a unflappably ominous performance) after being awakened by Selene in the hopes of derailing Kraven's nefarious plan to usurp power. Blah, blah, blah.

Apparently trying to part ways with her romantic-comedy sweetheart screen image, Beckinsale ("Serendipity") stitches her eyebrows in seething seriousness and shrinkwraps herself in black vinyl to gun-fu her way through the disjointed yet utterly predictable plot involving secret alliances and assassinations of vampire royalty.

But while first-time director Wiseman does what he can to make his miscast star seem formidable, Beckinsale hasn't much character to work with. A vampire with a conscience just isn't terribly mesmerizing in an action movie. Only Speedman, in the film's gender-swapped damsel-in-distress-type role, has a more featureless part to play.

A few brief flashes of creativity are peppered throughout "Underworld" (a couple imaginative stunts, ultraviolet bullets that fry vampires from the inside out -- but are never used). But such moments don't add up to much in a in the hands of a director so disinterested in fresh ideas that he's even willing to settle for werewolf transformation effects that barely measure up to the stop-motion and makeup used 25 years ago in "An American Werewolf in London."