( - Rome wasn't built in a day, but this sword-and-sandals sequel may have been.

Stunningly shot and stupidly written,300: Rise of an Empire(** out of four, rated R, opens nationwide Friday) has all the visual style and arterial spray of its predecessor, Zack Snyder's300.

But even that stilted dialogue is Fellini-esque compared withEmpire, whose wacky take on Greek history won't bother action fanatics. But for anyone looking for a sense of script (forget plausibility),Empireis a Trojan horse.

Sullivan Stapleton(Gangster Squad, the British TV seriesStrike Back) playsThemistokles, the real-life Athenian general who would lead the Greek military against Persian forces around 480 B.C.

Empirebegins promisingly, with the ferocious battle ofMarathonand the introduction of Xerxes (Rodrigo Santoro), the Persian king who would later defeat the300 Spartansof Snyder's tale.

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But the scene underscoresEmpire'sstruggle. While it's beautiful and bloody,Empirepaints its villains - Xerxes and his lieutenant, the beautiful and deadly naval commanderArtemisia(Eva Green) - as far more interesting than their heroic Greek counterparts. Xerxes watches his father die and swears revenge onGreece; Artemisia is Greek, but watched her family die at the hands of Greek soldiers and switched allegiances.

Their stories dwarf those of Themistokles and his blandly benevolent comrades: a father-son soldier combo and the sulking Spartan Queen Gorgo (one of the few returning players inLena Headey).

Our heroes are swarthy and buff (you know who to root for because the bad guys wear clothes), but they have little to say beyond renditions of "I'd rather die on my feet than live on my knees!" And a scene in which Themistokles and Artemisia meet to broker peace but instead break into rough sex draws the necessary R rating - and unintentional laughs.

Director Noam Murro (Smart People) tries to infuseEmpirewith a David-vs.-Goliathworldview, similar to300's. And creditEmpirewith giving its actresses substantial action roles. But this film telegraphs its punches like a sword to the eyeball.

And there are plenty.Empirepromises and delivers a literal tide of blood, which will be welcome news for action aficionados looking for a picture that pulls no punches. But for fans of story,Empirethrows none.

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