Did I see a new animated movie called "Strange Magic" last night? Did that actually happen, or did I grind up DVD copies of "FernGully" and "Moulin Rouge," snort up the resulting powder and go on a mind-boggling 90-minute feverish rock opera pixie nightmare?

That would actually be the more rational explanation for the bizarre medley of fairies bounding on talking mushrooms, chintzy pop covers and fairly icky "love potion" related hijinks. Otherwise, how could such a baffling, joyless oddity – quietly snuck into theaters by Disney under the Touchstone umbrella, in case there was any question of where the studio’s confidence was at – get the green light? And what mad, haplessly lost mind would dream up such a crazed creation?

Wait … do I recall seeing the LucasFilm logo at the beginning of all this mayhem? And a story credit from George Lucas? OK, this all makes more sense now.

Giving "A Midsummer Night’s Dream" the "Gnomeo & Juliet" treatment, Lucas’ Shakespeare-inspired story – translated into a screenplay by David Berenbaum, Irene Mecchi and director Gary Rydstrom – pits two rival neighbors against one another: the Fairy Kingdom and Dark Forest. Between the two lies a grove of primroses, whose petals can be used by the Sugar Plum Fairy (voiced with sufficient tartness by Kristin Chenoweth) to make a love potion.

In the latter rules the Bog King (Alan Cumming), who hates love and has imprisoned the Sugar Plum Fairy. Considering she’s a renowned dealer of a rufie-esque love potion, however, this seems totally justified.

Meanwhile, in the former lives Marianne (voiced by Evan Rachel Wood), a love-obsessed fairy princess who discovers her dear Elvis-sounding husband-to-be Roland (Sam Palladio of "Nashville") cheating on her with another fairy. Much to the dismayed surprise of her king father (Alfred Molina), she quickly turns her back on love, becoming a heartless warrior and protector to her young, now love-struck sister Dawn (Meredith Anne Bull). And much to the dismayed surprise of the audience, she does it while belting a karaoke-sounding cover of Burt Bacharach’s "I’ll Never Fall in Love Again."

After laying out all sorts of unnecessarily convoluted backstory – the primroses are teased as key to the rivalry, but the fairies could seem to care less about them – the story finally gets churning. The scheming Roland talks Dawn’s silently yearning elf friend Sunny (Elijah Kelley of "Hairspray") into finagling some love potion for the two of them to use on the two princesses. Sunny pulls it off, but a mouse-like imp quickly swindles the special substance, spreading it willy-nilly across the two worlds, enraging the Bog King and setting off all sorts of drug-induced romantic confusion and misadventures. Considering the mix of oddly imagined talking creatures, kaleidoscopic visuals and frenetic flurry of modern pop songs, you might think you’re on something too.

The sentiments and messages behind "Strange Magic" – about love and finding it in unexpected, unlikely places – are pleasant and nice enough. The problem is the packaging, which is often as mystifying as it is excruciating.

That’s especially the case with the animation. The film comes from Lucas’ Industrial Light & Magic – previously behind the equally odd but infinitely more successful western "Rango." As with that film, the environments and non-humanoid creatures look impressively realized, a detailed mix of creativity and familiarity. Audiences have careened and flown through more than enough lovingly rendered forest landscapes in animated films, but hey, they still look good here.

The same, however, cannot be said for the fairy and elf characters. The bugs and ugly monster characters look damn near cuddly compared to these creepily dead-eyed humanoids, supreme rulers of the deepest, darkest part of the Uncanny Valley. They look precisely human enough to look uncomfortably alien (think Zemeckis’ animated features), and since the fairies and elves serve as most of the film’s main protagonists, get used to spending a lot of time with characters that are actively unsettling to look at. When Roland kisses a beetle, it’s damn near Lynchian.

They’re not much better on the ears – not that it’s the singers’ fault. Rock operas aren’t inherently awful, but "Strange Magic" is amateur hour, slamming together cheap covers of the hits of yesteryear. An army marches to the tune of "Bad Romance." Marianne brushes off Roland at a ball with Kelly Clarkson’s "Stronger." And do you think you’d name a musical "Strange Magic" without singing the classic ELO tune? No, you would not.

The blandly poppy songs are simply relentless, one hurried, rushed and constantly stumbling over the other. It’s like the "Elephant Love Medley" from "Moulin Rouge" stretched monotonously into feature length, with each new tune even more irritating and inanely on the nose than the one before. When a character vows to never fall in love again, cue "I’ll Never Fall in Love Again." When another character wants to dance with somebody, cue up … I don’t even say it, do I? Also: Prepare to have The Four Tops’ "I Can’t Help Myself (Sugar Pie Honey Bunch)" ruined, a case of succeeding way too well at being intentionally annoying.

It all piles up to create a mess, a bunch of loud, directionless noise and chaos desperately trying to resemble fun. And failing. The attempts at humor are too rote to even pretend otherwise, and the story is gratingly frantic commotion in search of a point. That’s without even harping on the script’s tired gender politics (Marianne emerges from her heartbreak as a tough and self-sufficient woman … so clearly she must be fixed with finding a new dude to be with) or queasy date rape drug subtext (it’s so prominent in the plot that its ramifications are too hard to ignore, especially as used by two ostensibly good guys).

It doesn’t take long into "Strange Magic" to ask "What the heck am I watching?" Not shortly after, that question turns into "Why the heck am I still watching this?" It’s hard to rationalize a good answer for either.