Like a tragic overture played at the wrong tempo and slightly off-key, Woody Allen's London-set "Cassandra's Dream" sends out more mixed signals than an inebriated telegraphist. On the face of it a "serious Woody," following two brothers embroiled in murder, pic is actually a low-key, bumpy black comedy whose humor stems from the perhaps deliberate awkwardness of the characterizations and dialogue. A relatively easy sit, thanks to energetic perfs by Ewan McGregor and Colin Farrell, pic still fails to satisfy fully on any level. Limited Stateside release is skedded for Nov. 30, but B.O. looks to be a modest dream.

The third consecutive Allen pic to be set in the U.K., but the first to have no Americans in the cast, "Cassandra's Dream" leaves behind the touristy, upper-class p.o.v. of "Match Point" and "Scoop" to go down-and-dirty with more average Londoners. Here's where the problems start, as the dialogue will hardly ring true to native ears, and is played at a rhythm that seems to have been imposed on the cast rather than allowed to grow naturally. Purely at a language level, pic is likely to get wildly different reactions from English speakers both sides of the Pond -- and even more from non-Anglophones who'll be reading subtitles or listening to dubbed voices.

In a piece of casting that's already a stretch, McGregor and Farrell play Cockney brothers Ian and Terry Blaine, respectively, sons of solid, old-fashioned working-class parents (John Benfield and Clare Higgins). Terry, a car mechanic who lives with devoted blonde Kate (Sally Hawkins), is a chronic gambler and drinker who's either flush with cash or in debt up to his eyeballs. Ian, the seemingly more respectable of the pair, runs a restaurant with his dad but wants to expand his horizons by investing in a Californian realty deal. Over the years, the whole family has benefited from the success and generosity of Uncle Howard (Tom Wilkinson).

For a while, things look good for the brothers. Thanks to a win at the dogs, Terry is able to buy a small yacht, which they name "Cassandra's Dream" (after the winning greyhound), and in which they relive carefree childhood summers. Then, Ian falls head-over-heels for Angela (Hayley Atwell), a wannabe actress/model whose sex drive is hot-wired to her ambition.

But Terry loses big one day and ends up owing £90,000 ($180,000) to loan sharks who could break his legs. Just when everything looks hopeless for both brothers, Uncle Howard passes through London, but before he'll entertain any handouts, he has a big favor to ask them: to kill a whistle-blowing business colleague, Martin Burns (Phil Davis).

Though neither McGregor nor Farrell plays a de facto Allen character, there are traces of the helmer's screen persona in each, not least the way in which both -- onscreen together for much of the running time -- deliver their dialogue at an unnaturally fast tempo. (Other thesps are more moderato.) There's also an exaggeration to their Cockney accents -- especially Farrell's wobbly attempt at one -- that adds a further unreal flavor.

Such linguistic nuances may not strike non-Brit ears, but the fluctuating line between mordant comedy and stagy drama may. Allen's dialogue never establishes a consistent tone, and often sounds awkward in the Londoners' mouths. Philip Glass' churning, dramatic score, more suited to a Victorian meller, sends out more mixed signals.

Judged as either black comedy or a semi-drama, pic lacks the irony that informs Allen's best movies -- replaced here by a rather condescending attitude toward all the characters.

McGregor, as the stronger brother, and Farrell, as the weaker, keep the movie watchable, even though there's no fraternal chemistry evident on screen. Atwell is well cast as the upper-class, second-rate actress who keeps Ian dangling on a string; ditto Hawkins as Terry's supportive, working-class other half. Among the older members of the cast, who add heft to the smaller roles, Wilkinson emerges the best.

Technical package is pro but lacks the photographic distinction of Allen's previous Brit-set pics. Lensing by Vilmos Zsigmond, encoring with Allen after "Melinda and Melinda," has no special flavor or look, and is downright drab in many interiors.

A Weinstein Co. release (in U.S.) of a Virtual Films (U.S.)/Wild Bunch (France) presentation of an Iberville Prods. production for Wolverine Prods. (International sales: Wild Bunch, Paris.) Produced by Letty Aronson, Stephen Tenenbaum, Gareth Wiley. Executive producers, Vincent Maraval, Brahim Chioua, Daniel Wuhrmann. Co-producers, Helen Robin, Nicky Kentish Barnes. Co-executive producers, Jack Rollins, Charles H. Joffe. Directed, written by Woody Allen.

Ian Blaine - Ewan McGregor
Terry Blaine - Colin Farrell
Angela Stark - Hayley Atwell
Kate - Sally Hawkins
Uncle Howard - Tom Wilkinson
Mr. Blaine - John Benfield
Mrs. Blaine - Clare Higgins
Martin Burns - Phil Davis
Garage boss - Jim Carter
Angela's father - David Horovitch
Angela's mother - Cate Fowler
Nigel - Tom Fisher