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“40 minutes in and I don’t give a [FLOWER!] about anything that’s going on,” I scribbled in my copious notes for “Valerian and the City of a Thousand Planets.” At an egregious runtime of 137 minutes, I had plenty of time to take notes, and with its idiosyncratic but flawed vision, I had plenty to write about. For the first hour or so, I hated the movie. Hated it! A slowly developing headache and an oddly warm movie theater weren’t helping either. I couldn’t wait to rip off my stupid 3D glasses and get out of the theater.

Directed by Luc Besson (“The Professional,” “The Fifth Element”), “Valerian” is set 400 years in the future. Major Valerian (Dane DeHaan) and Sergeant Laureline (Cara Delevingne) are government agents who are sent to Alpha, a huge, ever-expanding space station where aliens from across the universe converge to share knowledge. They’re called in to solve the mystery of a deadly radiation cloud expanding from the base’s center. Soon after, their commander (Clive Owen) is kidnapped by a mysterious alien race, and the two agents follow in hot pursuit. As the chase intensifies, they begin to uncover a larger conspiracy tied to the cloud, the aliens, and the commander.

What first stands out is the film’s humor, with much of it coming from the interactions of the two leads. Besson is clearly going for a Nick and Nora (from the classic “Thin Man” movies) vibe. They banter, a lot. But it doesn’t sparkle, and it lacks the wit and rhythm that William Powell and Myrna Loy gave to their dialogue. I appreciate the attempt, but the execution is lacking.

The baffling acting choices don’t help either. Dehaan, who looks like an anime character (fitting, as the movie is based on a comic book series), does this weird thing with his voice in an attempt to sound tough, I think, but seriously miscalculates. Instead, he sounds like he’s trying to push too much air through too small a hole.

His voice may be a distraction but “Valerian” is built on distractions. The plot is simple, once it’s (finally) explained, so the story bloats itself with side trips and diversions. Some work better than others. At their best, they’re charming and let you experience the crazy world that is the station. At their worst, they’re interminable. An entertaining chase after Lauraline is caught by an idiotic race of aliens works because their behavior and facial expressions (due to the fantastic effects work) are funny. But then an endless dance number featuring Rihanna as a shape-shifting alien is dull and useless.

But at least Besson sticks to his vision. It’s the kind of movie that has gunfights (though why do they still use projectile weapons 400 years in the future?), musical numbers, psychic jelly fish, and Ethan Hawke as an effeminate-cowboy-pimp all rubbing elbows.

But for all its craziness, the movie is still plagued by cliché and a sometimes chintzy look. I love David Bowie, but isn’t starting the movie with “Space Oddity” just a little too on the nose? And why are so many sets just bland, windowless hallways? I was reminded of the original “Star Trek”, which kept the Enterprise windowless for budgetary reasons. Understandable for a show with limited money and resources, but in a modern blockbuster like this?

And the pacing is painful. The movie opens with an endless introduction of an alien planet, which eventually (too eventually) is integral to plot. It’s a beautiful utopia, and the pristine skies, happily cavorting aliens, and crystal oceans cue us in to this immediately. But then it’s reiterated with an alien who juts her arms in the air, leans her head back, and spins in ecstasy. Later, she does it again, and then again. I began to wonder, is she a fidget spinner? So much time is needlessly spent here, it takes 20 minutes before the leads are even introduced and in that time we have no clue where the movie is going or why.

After all of this, something surprising happened in the second half. I don’t know if it was some form of filmic Stockholm syndrome or what, but the film’s incessant goofiness, idiosyncrasies, and appealingly light touch wore me down and warmed me over, a little. I even found myself laughing out loud a few times. So, even though I started out hating “Valerian,” by the end, I just didn’t like it. Put that on the poster.

Note: Don’t waste your time on the 3D version of “Valerian.” It adds nothing and just makes the movie look like you’re watching it through a filthy aquarium.

-Pavel Klein