The Box (PG-13)

How do you pad out a six-page short story that strives to be nothing more than a clever little morality tale into a feature-length film? By throwing in lots and lots of stuff -- practically everything but zombies. Check that: We've got two hours to fill here. Bring on the zombies, too!

There are moments in the second half of The Box, writer-director Richard Kelly's adaptation of Richard Matheson's 1970 tale Button, Button, during which the film threatens to cave in under the weight of all the disparate elements Kelly has added. But the overload was true of Kelly's two previous films, too: The beloved Donnie Darko, with its time-traveling teens, wormholes and giant evil rabbits, and the not-so-beloved Southland Tales, with its Justin Timberlake musical numbers, neo-Marxist terrorist groups and magical flying ice-cream trucks.

The critical consensus is still out on Kelly, and The Box will do nothing to settle the ongoing argument regarding his ability to coalesce his wild conceits into digestible narratives. Button, Button was previously adapted for the 1980s revival of The Twilight Zone, and the story underwent such radical changes that Matheson had his name removed from the episode.

But the name remains among the credits for The Box, even though the film and short story are so different, they aren't even in the same genre. The picture certainly starts out like Matheson's story: A married couple, Arthur and Norma Lewis (James Marsden and Cameron Diaz), receive a package containing a small wooden box with a single red pushbutton protected by a locked glass dome.

The box comes with a mysterious note: ``Mr. Steward will call on you at 5 p.m.,'' it says, and he certainly does. To say that Arlington Steward (Frank Langella) is unusual does not begin to describe him. For one thing, he's missing much of the left side of his face. But he's well spoken and stylishly dressed, and he comes bearing the key to the glass dome. He also delivers an intriguing offer: Push the button, and someone somewhere in the world you don't know will die. You will also receive a million dollars in cash. You have 24 hours to decide whether to accept the offer or decline and give back the box.

After they've concluded that Steward is not some Candid Camera prankster, Arthur and Norma, who happen to be going through a rough financial patch, engage in much hand wringing about the prospect of being responsible for the death of another human being. He: ``What if it's a baby?'' She: ``What if it's a murderer on Death Row?''

By this point, The Box has already begun its drastic departure from Matheson's story, from the introduction of Norma's maimed right foot as a crucial plot point to the prominence of Arthur's job at NASA's Langley Research Center, which is abuzz over the ongoing Viking mission to Mars (the movie is set in 1976).

By the time people around Arthur and Norma start having strange nosebleeds or inexplicably flashing ``V'' signs, and a wedding-rehearsal dinner among friends and family takes a seriously surreal turn (the film's creepiest sequence), The Box has left Matheson far behind and scurried down the rabbit hole of Kelly's elaborate imagination.

The farther The Box goes, the more ludicrous the movie becomes, but Kelly is talented enough to make you consider his admittedly far-fetched ideas through sheer craft (the movie looks fantastic) and his direction of his actors (Marsden and Diaz shine in roles that are close to unplayable).

The Box is a mess, but it's a curiously haunting, intriguing, brain-tickling mess, and it delivers that Donnie Darko feeling in truckloads. Or should that be rocketloads?

Cast: James Marsden, Cameron Diaz, Frank Langella, Sam Oz Stone, James Rebhorn, Holmes Osborne.

Writer-director: Richard Kelly.

Producers: Sean McKittrick, Richard Kelly, Dan Lin.

A Warner Bros. release. Running time: 113 minutes. Vulgar language, brief violence, disturbing images, adult themes. Playing at area theaters.