"Flyboys" is quite easily a film one could expect a lot from. Based on a nearly forgotten period of early World War I history in an epic story of valor and heroism, "Flyboys" is the Hollywood rendition of the story of 38 brave American boys who volunteered to fly for France against the Germans long before the United States officially entered the war. They became known as the Lafayette Escadrille, captained by a Frenchman and led in part by a cynical American ace on a mission to avenge the loss of his friends. They had to learn to pilot revolutionary but rickety biplanes, facing at most a six-week life expectancy. "Flyboys" does the memory of these men justice to some extent, but the film is only truly riveting in its few and short airborne sequences.

Produced by Dean Devlin ("The Patriot") and Marc Frydman (ABC's "Commander in Chief"), and directed by Tony Bill ("Must Love Dogs"), who earned his pilot's license at 14, "Flyboys" falls short of classic war-drama epic standing and heartfelt intrigue.

James Franco ("Annapolis") plays Blaine Rawlings, a reckless Texan attempting to escape from his failing family farm. Rawlings is joined by fellow Yanks William Jensen (Philip Winchester), a high-spirited rich boy from a military family, Eddie Beagle (David Ellison), a sore shot with a mysterious past, Briggs Lowry (Tyler Labine), a wealthy snob fruitlessly trying to come into his father's good graces, Eugene Skinner (Abdul Salis), the military's first African-American aviator, and Higgins (Christien Anholt), a religious man who sings hymns while he shoots. "Flyboys" is centered around these men and their growth as the war rages and they are faced with the intolerance of the Germans.

Most of the film is taken up with the pilots' training, overseen with scrutiny by Captain Thenault (Jean Reno, "The Da Vinci Code"). These grounded scenes seem to drag on, and even after the squadron's first glimpse of battle in their first dog fight, a chaotic collision of opposing French and German aircraft, the movie does not gain much speed. Some of the best scenes, however, come in the final half of the film — once the pilots become better accustomed to flying and attempt more technical and complicated aerodynamics.

Filming the flight scenes was a great task for production. Bill has said, "We wanted to put the audience in the pilot's seat. We wanted to throw them around in the air, just the way the pilots of WWI had done it." These sequences are the great turning point of the movie. While the flying does not quite "make just one member of the audience airsick," as Bill desired, it does create some arresting moments of tension and action. In one energizing scene the venturesome pilots even take on a zeppelin as it advances on Paris.

Loner pilot Reed Cassidy (Martin Henderson, "The Ring") is the true character gem of the team. He's an ace who boasts more than 20 kills and keeps a lion named Whiskey as a pet. (Although the lion seems silly at first, it helps to know that the Lafayette Escadrille actually did keep two lion cubs, Whiskey and Soda, as the squadron's mascots). Henderson gives one of the movie's better performances (joined by Reno's exceptional portrayal of the hopeful captain).

While the movie's less notable moments occur on the ground, even more tiresome is the unconvincing romantic plot line of Rawlings and local French girl Lucienne (a sweet Jennifer Decker in her first film role), whom he meets after crashing a nearby brothel. The pair are handicapped by their lack of knowledge of each other's language, which lends the only bits of enjoyable banter to the otherwise contrived love story.

One of the film's greatest flaws is in its flat dialogue and abundant clichés. While "Flyboys" intends to bring to life the real men of the Escadrille, the audience is presented with no real sense of the risks these pilots took or the viciousness of the war and the dishonorable tactics of the German fighters. Despite how expertly done each scene is visually, this does not compensate for the lack of emotional connections.

Overall, the film's arduous length and generally weak plot developments are its downfall. An older crowd and the occasional history buff will likely enjoy it, as the movie is well-executed and boasts a keen eye to representing period detail. Still, "Flyboys" only truly succeeds in its too few and often too short aerial combat shots, with not enough action to put it in the high ranks of other more notable war dramas.

Grade: 2 out of 5