STARRING: Aaliyah, Stuart Townsend, Marguerite Moreau, Vincent Perez, and Lena Olin

"Queen of the Damned" is full of lost potential and not just because it features the final performance of a young actress who died just as her star was on the rise. There's a good movie hidden somewhere underneath all the vamping, Goth tunes, and cheesy effects. Unfortunately, no one involved seems to be very interested in uncovering it. Instead, Director Michael Rymer and his cronies have clumsily crafted a darkly glam soap opera about blood-sucking poseurs.

It is hard to gauge Aaliyah's serious thespian chops when she's playing a vampire queen in a tawdry horror rock spectacle.

His attractive – but bland – cast does little to invigorate this anemic flick. They are too preoccupied with the trappings of contemporary vampire mystique. You know the drill . . . they're deeply mysterious, sensual beings of the night, but also tortured because they'll never know the sweet release of death . . . and so on. This terrain has been well-covered by everybody from author Anne Rice (who's novel inspired this film) to WB's "Angel." This new crowd offers nothing new to the canon. If anything, they drag the entire genre just a little bit closer to that shallow grave marked "cliché."

"Queen of the Damned" is a pseudo-sequel to 1994's far superior "Interview with the Vampire," but thankfully, the filmmakers don't rely too heavily on the first film for their narrative. They seem to want you to view this flick as a separate entity, which is probably a good idea. While knowing what has gone before certainly adds to the experience, it's not necessary to your enjoyment of the film. In fact, comparing the two will only show you how often this new movie stumbles.

Stuart Townsend comes off like a mid-level pop star with insomnia rather than a dark and seductive antihero.

Both films are based on novels by Rice – installments in her "Vampire Chronicles" – but where "Interview" benefits from the sure hand of Director Neil Jordan; "Queen" falters under Rymer's awkward guidance. While the first film displays an epic grandeur, this new one looks slapdash and small. Jordan paid close attention to his actors and coaxed a surprisingly brisk and wicked performance from Tom Cruise. Rymer's actors seem adrift, like they're running lines for an audition to a revival of the "Dark Shadows" TV series.

While he received some good notices for his first film (1995's "Angel Baby"), Rymer's more recent work has been incredibly nondescript. He appears to be little more than a gun-for-hire these days, displaying all the passion of an assembly line worker. His directing has not improved with "Queen of the Damned." Rymer is scathingly unoriginal; copping camera tricks from "The Matrix" and "Nine Inch Nails" videos while giving a paint-by-numbers interpretation of Scott Abbott and Michael Petroni's script.

In the film, Stuart Townsend (from "About Adam") plays the vampire Lestat – Cruise's character in the earlier film – and he's grown weary of life in the shadows. Lestat not only wants to feed off the blood of humans; he wants their adoration as well. Discovering that rock stars are akin to modern gods, he transforms a quartet of wannabes into the hottest musical act in the world, with him as lead singer no less. Townsend doesn't approach this character with the same verve that Cruise did. He injects him with little charisma, coming off like a mid-level pop star with insomnia rather than a dark and seductive antihero.

Lestat's songs (words and vocals courtesy of Korn's front man, Jonathan Davis) excite the masses and provoke his vampire brethren. It seems Lestat is giving away the tricks of the trade with his lyrics and they don't appreciate it. His fellow bloodsuckers plan to off the dreamy vamp when he performs his first and only concert in Death Valley. Meanwhile, Jesse – a young lovely who works for a clandestine organization keeping tabs on all the gruesome toothsome – picks up on the encoded songs as well.

"Queen of the Damned" is a darkly glam soap opera about blood-sucking poseurs.

She's intrigued with Lestat so her boss gives her a copy of the vamp's journal. He doesn't say how he got the book – maybe Lestat left it at the blood bank – but really, why bother with the details when faced with the need for exposition? As Jesse reads about Lestat's origins, her interest becomes more than just professional. Plus, we discover that she's got a few secrets of her own. Jesse is played by Marguerite Moreau ("Wet Hot American Summer" and the Sci-Fi Channel's upcoming "Firestarter" sequel), who mistakes a languid stare for intensity. Mostly, Moreau just looks like she's trying to score tickets to a BauHaus reunion concert.

As she reads the journal, Jesse learns that Lestat was turned into a night stalker by Marius (Vincent Perez from "The Crow: City of Angels") – the vampire entrusted to watch over Akasha, the mother of all vampires. She was turned to stone in ancient, ancient times before she sucked the world dry. How she became the first vampire is never explained, but if she wakes, Akasha will destroy everything – human and vampire alike – in her quest for absolute power. That's why Marius keeps the Queen of the Damned locked away in an underground chamber on his secret island.

But one night, Lestat finds her while snooping around and arouses Akasha with his virtuoso violin playing (the early equivalent of Barry White, I guess). Marius stops Lestat in time, ties him up and then flees with Akasha. Now jump forward several hundred years as the elder vamp re-enters Lestat's life. He warns him that the other vampires will try to kill him if he goes through with his concert. Plus, Lestat will also run the risk of awakening Akasha and drawing her to him.

Marguerite Moreau looks like she's trying to score tickets to a BauHaus reunion concert.

Like any good entertainer, however, Lestat decides the show must go on. Mayhem soon ensues and we get to see the Queen of the Damned strut her diabolical stuff when she crashes the concert. All this leads to a final smackdown between Marius' posse and their big bad mama. Akasha is played by Aaliyah, the pop singer who won praise last year for her acting debut in Jet Li's fist fest, "Romeo Must Die." She died tragically last summer in a plane crash.

The film jettisons a lot of Anne Rice's mythology to make way for several fight scenes, but ultimately, "Queen of the Damned" is neither horror movie or action film. It's just another example of flashy and trashy Hollywood product out to make a quick buck before it starts collecting dust on video store shelves. Those who catch it in the theaters will most likely be Anne Rice devotees, Aaliyah fans or those watching simply out of morbid curiosity.

People will probably be attracted to this flick in much the same way they were to "The Crow" – another supernaturally themed film released after the accidental death of its star. Audiences seem compelled to witness the swan song of a promising young talent taken before their time – obsessing over what might have been. The movie that serves as Aaliyah's epitaph isn't serious or thought-provoking. It's a guilty pleasure at best, which can prove to be just as enduring a legacy. But even guilty pleasures should have standards.

It's understandable that some might be inclined to view Aaliyah's performance more generously in the wake of her untimely death. Watching her in this movie, I can definitely see that she had potential as an actress. However, it is hard to gauge her serious thespian chops when she's playing a vampire queen in a tawdry horror rock spectacle. The best that I can say is that she's no worse than the rest of the cast.