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I wish I could say I enjoyed Sherlock Holmes: A Game of Shadows. But I’d be lying. The previous installment, which I liked but did not love, managed to stay aloft on several factors: there was Guy Ritchies spirited direction, some cool action, a jaunty and off-kilter score by Hans Zimmer, and a somewhat bizarre but basically comprehendible script. Most critical to its success was the relationship – equal parts exasperation, respect, combativeness, affection -between Robert Downey Jr. as the titular detective and Jude Law as Holmes’ long-suffering sidekick Dr. John Watson. Downey conjured a Holmes who was basically Tony Stark, but without the 21st Century hygiene, even more titanically self-absorbed, and rather drug-addled. And while I’m not sure if that was inventive on Downey’s part, or a debasement of Arthur Conan Doyle’s novels, I can’t deny it was quite watchable.

This time out, I’m afraid, A Game of Shadows takes the limited flaws of the original and elevates them to a cacophony. Nearly all the franchise’s good points –including the sparring between Holmes and Watson – is drowned out in the resultant mess. To the extent I was able to understand it, here are the basics of the story: With the help of Irene Adler (Rachel McAdams), Sherlock Holmes is hot on the trail of Professor James Moriarty (Jared Harris), whom he believes is connected to a wave of anarchist bombings sweeping Europe. Meanwhile, Watson is preparing for marriage, but nearly has his bachelor party – not to mention his life – cut short by Holmes’ expedition to track down the sister (Noomi Rapace) of one of Moriarty’s assassins. Watson survives to marry his fiancé (Kelly Reilly) the next day, but Holmes is forced to crash their honeymoon to protect them from Moriarty’s retribution. What follows is a cat and mouse game between Moriarty and the heroes involving a private army, arms manufacturing, terrorism, assassinations, as well as the brewing threat of World War I.

No inherent reason this shouldn’t work, but the script is a disaster. I still have no idea how the film got to several of its major plot points, though I belatedly got the overall arc of Moriarty’s plot. This is a particular acute problem given that A Game of Shadows is meant to be a detective story – the sweet spot for which is keeping the audience engaged while remaining one or two steps ahead of them. But you can’t stay a step ahead of an audience that can’t even follow where you’re going, and the plot is so muddled that engaging with the clues is an exercise in futility. This problem forces the audience to simply sit back, embrace passivity, and let the twists wash over them as a random, unintegrated soup. There’s no joy in that.

Frustratingly, there are ideas of real substance lurking in the film, but most of them aren’t able to escape the quicksand. There are dark and compelling suggestions that Holmes’ eagerness to match wits with Moriarty is needlessly placing his friends in danger, and that Holmes may not actually be up to the challenge of protecting them. But the story never finds anywhere to go with this. Holmes and Watson’s repartee is still there, but it feels rather strained and emaciated. Noomi Rapace has nothing to do other than look striking, and even Moriarty’s characterization feels unmoored and insufficiently developed. The film is unable to maintain any emotional through lines, so there’s little build in audience investment. Moments that should be horrifying, menacing, or moving fall flat. And most shockingly, an early twist that really should hit the audience hard, serving as a moral engine driving Holmes through the remainder of his quest, flutters off into the wind, almost completely unaddressed. It’s as if the filmmakers simply forgot they’d shot it or were too distracted to give it proper respect.

On the visual front, Ritchie’s direction has segued from spirited into downright manic. While some of his visual tricks have a certain self-contained poetry to them, their overall effect is to dissolve the film’s coherence. Fist fights are shot and cut together in a way that renders them almost entirely incomprehensible. The geography of a chase through the woods is undercut by Ritchie’s penchant for the random camera slow-downs and speed-ups you’d find in a 90s car commercial. And even when the action can be digested, the film’s drained pallet of greys and browns tends to muddy the distinctions between characters and backdrops.

When some semblance of structure emerges at the climax and the filmmakers pull a neat double reversal that riffs off the classic Sherlock Holmes canon, it is to the film’s credit. But by that point, I was just too exhausted to care.