BY TIM DOYLE | "Sharkslayer" may share an underwater theme with box office champ "Finding Nemo", but after watching an hour or so of animated storyboards, production art, and CGI tests in a visit today to DreamWorks's Animation Studio in Glendale, it becomes pretty obvious that any useful comparison ends there. This story is all "street", from its urban reef setting of high-rises and tagged underpasses, to the improvisational, fin-pointing riffs of its main character, Oscar, played by Will Smith.

Reinterpreting the Mob comedy genre, "Sharkslayer" follows Oscar, a fun-loving, small yellow fish who is larger than life. Living big as he does, Oscar gets himself into trouble but, in an accident of fate, gets the reputation of a "sharkslayer". With his newfound role come many rewards -- a fancy penthouse, an adoring city, and beautiful women. When the mob comes calling, Oscar has to think on his fins (groan) to fight off the bad guys, preserve his reputation, and win the girl he truly loves.

The story starts with Oscar, the life of the party, engaging in banter with the fellow residents of his neighborhood. To bring home the clams, Oscar works at the "Whale Wash" alongside diminutive pilot fish. There, they scrub gigantic whales that pull up for a full-service wash like eighteen-wheelers. As the whales pull in, they press a huge eye up against the cashier's window, T-Rex style, where Renee Zellweger's gum-cracking, singing character Angie rings them up and sends them on. Then, to the tune of "Car Wash" (which is going to be updated for the movie), Oscar and his fellow employees dance about their customers, washing them clean of dirt and foam while contorting acrobatically.

Oscar lives in a truly stunning environment. New York has been plunged underwater and given an enthusiastic makeover from top to bottom. Skyscrapers emit enormous plumes of multicolored coral, bathed in sunlight and home to the rich. The city itself is vertical and socially stratified: as you go lower, past the brownstones and Time Square, you arrive downtown, which really is down -- at the very bottom. There, it's the rough part of the city, with graffiti everywhere.

The population is as varied as it is in the real world. Throughout the underwater metropolis, cars are replaced with schools of fish, each of which has an obvious mission. Yellow checked fish are cabs, while fat tunas carrying briefcases are businessmen hurrying to work. This world also has criminals, namely the mob. Five different families rule the underworld, distinguished by their species (including Great Whites, Hammerheads and Killer Whales). Headquartered in a rusted ocean liner impaled at an obscene angle on a nearby reef (which makes for great atmospheric lighting), the Great Whites are led by their godfather, Don Lino (Robert de Niro), who is advised by a trusty consigliere octopus. All of these characters bring the city to vivid life.

In this world, Oscar dreams big -- he's a player. And this gets him into trouble with the owner of the Whale Wash -- and criminal -- Sykes (Martin Scorsese), who comes to collect on the money lent to him for reckless bets at the track. Though small and graying around the temples, Sykes is gruff, grouchy, and when infuriated, capable of quite a display, inflating his body and spines to room-filling proportions. Oscar sweet-talks him and his rasta jellyfish lackies, fobbing them off with a promise that today, at the races, he has a fantastic tip, a sure thing. That buys him some time.

Unfortunately, things don't turn out so well for Oscar. He loses his shirt, and gets roughed up in a remote part of town by Sykes's hench-jellies, who have stingers that hang like braids from beneath their rasta-cap bodies, frightening weapons that zap their victims into instant, head-nodding compliance. This entertaining scene, juxtaposing Oscar's frightened expressions with sadistic, zapping stings is interrupted when a Great White shark with something to prove -- timid, vegetarian Lenny (Jack Black), egged on by his more brutal brother (Michael Imperioli) -- chases off the jellyfish and pretends to devour Oscar. The brother, seeing through the performance, goes in for the kill himself, only to get fatally beaned by a boat's anchor.

The rasta jellyfish return, and draw the wrong conclusion -- that Oscar is the sharkslayer. They blab the news, and Oscar is lifted up on the city's shoulders and celebrated for his courage with rewards and adoration. Unfortunately for him, he now has the duty of protecting the city from the sharks. To pull this off, he colludes with wimpy Lenny to preserve the illusion with a dramatic play-acted confrontation. By "killing" the gentle shark, Oscar hopes to free him of his loathsome duties and allow him to go into the Witness Protection Program (dressed as a dolphin).

Problem is, Oscar is also fond of Angie, the Whale Wash cashier -- and she is not impressed by his scheme. If Oscar is to win her heart, he will need to act honorably. Complicating things, Lola, the gangster's moll (Angelina Jolie), is also interested in Oscar. A sexy cross between Rita Moreno's Anita in West Side Story and Jessica Rabbit, Lola doesn't just exude sex appeal -- she flaunts it. Her oversize, multicolored fins snap and sway like wind-whipped flags, drawing stares wherever she goes. Somewhat full of herself, Lola is initially drawn to Oscar when she sees him placing a considerable bet at the track, but dismissive when she learns the truth, at least for a while.

That's the story, short of the ending. But what does this movie look like? We didn't see much. Most scenes were storyboards or rough animatics, but the few glimpses we did get of the fully rendered characters were jaw-droppingly stunning. These fishies are music-box intricate, glittering with sharp colors and extraordinary detail. What is more, they have depth -- you can see into them (bodies), and see through them (fins). Textures range from the silvery, glimmering iridescence of Angie or Oscar, to the rougher, matted leather-like skin of the Great Whites. No doubt about it, you can just see all that RAM in those render farms up there on the screen (thank you HP).

But slap on some headphones, because this movie's got a beat. With new songs coming from Will Smith, Missy Elliott, Floetry, and more, plus for the first time ever, an updated hip-hop version of the classic Jaws theme (it helps that Steven Spielberg is the "S" in DreamWorks SKG), "Sharkslayer" is much more than a visual feast. It's got an aural aspect that mixes with the beautiful look to give the movie a real personality.

And it's in the characters that the life of the movie resides. Each of them has their own unique, sharply defined attitude, and the animations we saw -- including the onscreen Oscar matching Will Smith's frantic, funny improvisations -- bode well for the final product. Can't wait to see the trailer.