The best thing you can say about "Fool's Gold" is that it gets less bad as it goes along.

Sort of a "National Treasure" goes to Margaritaville and passes out on the beach, this repurposing of blond tanning prodigies Matthew McConaughey and Kate Hudson aims to be a lite action romp. But parts of it, believe it or not, actually hurt your brain. Then it gets kind of violent, which feels gratuitous but is at least more watchable than the film's listing first act.

That's when we get to know McConaughey's Finn, a shirt-averse SCUBA bum who seems like a total dingbat; he doesn't even notice his boat sinking while he digs beneath the waters off a small Bahamian key.

His more sensible wife, Tess (Hudson), who divorces Finn then bonks him on the head with a cane, finds work on super-rich Nigel Honeycutt's (Donald Sutherland) mega-yacht. She's appalled when Finn worms his way onto the vessel. But once the estranged twosome start telling Honeycutt and his Paris Hiltonish daughter Gemma (Alexis Dziena) about their mutual passion - finding a fortune in royal Spanish wedding jewels lost at sea 400-odd years ago - we discover that Finn isn't as dumb and Tess isn't as mean as we presumed they were.

Unfortunately, to come to these striking realizations, we have to listen to the longest convoluted backstory ever filmed. This will kill more audience interest than the endings of "There Will Be Blood" and "No Country for Old Men" combined. Which you could say is too bad because soon after that, hissable bad guys, adequate romantic tomfoolery and decent water stunts move in.

None of which is that great, though, so tragedy avoided.

I guess "How to Lose a Guy in 10 Days" proved Hudson and McConaughey have something together; there's certainly no other explanation why that nasty comedy was so popular. But their powers are sorely tested here by Andy Tennant's uncharacteristically listless direction. He's done this kind of business better in the likes of "Hitch" and "Sweet Home Alabama," but his timing is all, ahem, at sea on "Fool's Gold."

The fault of too much Cuervo Gold, perhaps?

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FOOL'S GOLD

>PG-13: violence, sex, nudity, language.
>Starring: Matthew McConaughey, Kate Hudson, Donald Sutherland, Alexis Dziena, Kevin Hart, Ray Winstone.
>Director: Andy Tennant
>Running time: 1 hr. 53 min.
>Playing: Area wide.
>In a nutshell: Sun, surf and sunken treasure. You'd think it'd be more fun.