Rob Marshall's Nine, an adaptation of the 1982 Broadway musical inspired by the 1963 Federico Fellini film, 81/2, is a spectacle where A-list talent strives mightily to elevate a C-plus effort. Rarely have so many Oscar-winners struggled so strenuously for such meager payoff.

The cast is a dream. Daniel Day-Lewis plays the spidery Guido Contini, celebrated tale-spinner, maker of stylish movies, and catcher of sensual women.

With great fanfare Guido announces his ninth feature (hence the film's title), the grandly titled epic Italia. Directorially speaking, he has performance anxiety. Not unlike the movie Guido is trapped in, he lacks a script.

To get his juices flowing, in his mind Guido invokes the women who nurture and coddle him, among them his mother (Sophia Loren), mistress (Penélope Cruz), muse (Nicole Kidman), and wife (Marion Cotillard).

But they are so much more obedient in Guido's dreams than they are in real life, where they refuse to stay in the compartments to which he's relegated them. Like so many men, Guido can't reconcile the contradiction that dream women take direction and real women give it.

Marshall's handsomely wrought film aims to show how artists spin gold from such straw. But the movie, which costars Judi Dench as Guido's costumer/confidante, Kate Hudson as a journalist/groupie, and Fergie (of the Black Eyed Peas) as the earthiest of prostitutes, is essentially a girlie show purveying the seven flavors of womanhood from madonna to whore.

Here, Marshall, who enjoyed a freshman triumph with Chicago and endured a sophomore slump with Memoirs of a Geisha, doesn't so much build a musical drama as wrangle an indifferently paced variety show. There's little modulation to the musical numbers, most of which boast bump-and-grind choreography common to music videos and gentleman's-club revues. (It doesn't help the cause that Maury Yeston's songs are more functional than fun.) Without much in the way of musical or dramatic foreplay, the film gyrates from climax to climax.

Given its luscious cast and lush cinematography (which segues from arty black-and-white to voluptuous color, and not always because the monochrome suggests reality and color dream), Nine is gorgeous to look at. And, despite the film's overall failure to cohere, Day-Lewis, Cotillard, and Dench powerfully act their songs, giving a taste of the film that might have been - had their costars been directed to follow their example.

(Cruz, as Guido's mistress Carla, exemplifies everything that is wrong with the film as a movie and right with her number as a stand-alone segment: In the carnal, carnivalesque "A Phone Call From the Vatican," she licks her lips, parts her legs, and vamps, vamps, vamps.)

In Rex Harrison-speaksong, Day-Lewis intones "Guido's Song" ("My body's clearing 40 as my mind is nearing 10"), lucidly expressing his character's problem. Cotillard, so terrific as Edith Piaf in La Vie en Rose, might be even better here as the aggrieved wife who becomes the burlesque queen of her husband's nightmares.

It is a mark of Cotillard's power and dignity that in "Take It All," a strip number that owes a debt to Rita Hayworth's "Put the Blame on Mame" in Gilda, she peels off a glove, chastising her spouse: "You got your wish / You got your prize / Now take it right between your thighs," and makes the clumsy lyric oddly eloquent. Would that this could be said of the rest of the film.