MEN OF HONOR, by director George Tillman Jr. (SOUL FOOD), is so full of schmaltz that it leaves viewers in constant jeopardy of gagging. Although based on a real life hero, Carl Brashear, the first African-American Navy diver, the movie features a tedious script by first-time film writer Scott Marshall Smith that is so treacly that it could attract flies. And just in case you miss the precise moments in which you are expected to cry or applaud, Mark Isham's syrupy and bombastic music will remind you as it blasts through the theater's speakers. On the other hand, if you close your eyes and ignore the movie itself, it is easy to be impressed by the nobility and drive of the man himself. Too bad that this movie doesn't serve him better.

Leaving a hard working life as a sharecropper's son, Carl (Cuba Gooding Jr. in an intense performance) signs up to join the Navy. In the 1950s, the only positions in the Navy for African Americans were as cooks or valets, but Carl wanted more. With visions of becoming a master diver, he works his way into diving school where he confronts extreme racial opposition and prejudice.

In an unbelievable and way over-the-top performance, Robert De Niro plays Master Chief Billy "I am God!" Sunday. As a blatant racist, Billy taunts Carl, whom he calls Cookie, at every turn. Billy, Carl's number one nemesis, will, of course, make a miraculous conversion and become his friend and benefactor.

Carl is given a lexicon of cheap clichés to toss out at every turn. "Why do you want this so badly?" Carl is asked by a beautiful librarian (Aunjanue Ellis), soon after they meet. "Because they said that I couldn't have it," he shots back with one of his typical sound bites.

The overly long movie features lots of diving in deep, murky water, in which it's rarely clear what is happening. Cinematographer Anthony B. Richmond likes to bring his camera in tight on the diver's face, which isn't particularly helpful. Between the cloudiness of the water and the small glass window the diver looks through, we can't see much of anything, certainly no subtleties in the actor's expression.

The supporting cast is pretty much wasted. As Billy's lush of a wife, Charlize Theron (THE LEGEND OF BAGGER VANCE) wanders on the set on occasion without much effect. She isn't given anything of any consequence to do and adds nothing for her paycheck.

Hands down, the strangest performance is given by Hal Holbrook as the diving school's head, Mr. Pappy. Like a refugee from CATCH 22, Mr. Pappy lives high up in a lookout tower over the barracks. "They were going to make him an admiral until they found out that he had more loose screws that a Studebaker," the ever-stuttering Snowhill (Michael Rapaport) tells Carl.

The story features lots of ridiculous and unbelievable bravado. Carl, for example, is willing to risk his entire career, for which he worked so hard, in a breath-holding contest with Billy in order to help a friend. Guess who will win.

Dragging the movie out a half-hour too long, Tillman, thinking he is directing an epic, finds few incidents that he doesn't want to exaggerate and drag out. With music and other clues, he tells you precisely where you are expected to applaud. Some in the audience will obey. Don't be surprised that if you don't, you'll feel guilty. With less ham-handed direction and a more honest script, this could have been a wonderful movie. Could have been.

MEN OF HONOR runs 2:09. It is rated R for language but also contains scary and gory scenes of diving accidents. It would be acceptable for teenagers.