Charlize Theron dons a series of skintight outfits to play Aeon Flux, a rebel assassin waging war against an oppressive government in the year 2415. Four hundred years after most of the human race was wiped out by a virus, the survivors' descendents are clustered in the utopian city-state Bregna, and nature has reclaimed the rest of the planet. Bregna, which has been ruled by members of the Goodchild family since its inception, is beautiful, tranquil and orderly, but peace and order come at a price: Residents are under constant surveillance and dissenters simply disappear. Aeon Flux is a Monican, an implacable assassin who serves an underground movement dedicated to toppling the Goodchild dynasty. When the group's nameless leader (Frances McDormand) assigns her to murder Chairman Goodchild (Martin Csokas) himself, she's delighted; on top of everything else, his goon squad murdered her gentle sister (Amelia Warner). Aeon and her longtime partner, Sithandra (Sophie Okonedo) — who's recently had her feet replaced by a second pair of hands, the better to scale building faces and handle weapons — run a gauntlet of high-tech security measures to get close to Goodchild, but when Aeon finds herself face to face with him, she falters. Over the course of several outlandish action set pieces, Aeon wrestles with the growing suspicion that everything she knows about Bragna, the Goodchilds and even herself is wrong. Overdesigned and underwritten, Karyn Kusama's follow-up to her scrappy GIRLFIGHT (2000) is something close to a textbook example of how not to adapt a cult favorite into a mainstream feature film. Scripted by Phil Hay and Matt Manfredi (whose woeful credits include the Jackie Chan/Jennifer Love Hewitt vehicle THE TUXEDO) and based on Peter Chung's enigmatic animated sci-fi shorts, which aired on MTV's 1990s experimental animation anthology Liquid Television, this live-action cartoon tries to walk the line between pleasing the faithful and appealing to a broad-based action audience. It fails on both fronts: It's too lifeless and watered-down to stand on its own high heels, but commits the cardinal sin of messing with the original. Aeon's redesigned costume was reviled by hard-core fans before the film ever opened, but in all fairness, trying to keep real, live human flesh decently covered with a strip of butt floss is an exercise in futility, especially when it's in constant high-speed motion.