**_Better the second time around_** Being a fan of the original cartoon from 1969-1970, I saw this live-action version when it debuted at the theater. After the first 15 minutes or so I slowly became more and more disappointed. Yet upon seeing it again last night, I must say it's better on repeat viewings. What most impressed me on my first viewing was Matthew Lillard as Shaggy and Linda Cardellini as Velma. Freddy Prinze Jr. as Fred is good while Sarah Michelle Gellar as Daphne wasn't quite right for the role, although certainly serviceable; I'm sure she got the part because of her popularity at the time. The addition of the winsome Isla Fisher as Mary Jane is a peripheral highlight. The CGI Scooby was good for the time (2002) and holds up pretty well. On my initial viewing I was hoping for a straight live-action adaption of the cartoon sorta like 1994's "The Flintstones." What I got instead was part homage and part parody. This would have worked for me but the film bogged down in the "Spooky Island" segment, which comprises the 2nd and 3rd acts and amounts to a full hour of the film. The problem with this large chunk of the movie is that the whole "Spooky Island" set was just too cartoony for a live-action homage. It just turned me off. In hindsight, I suppose the cartooniness was intended since the flick's based on a cartoon (aduh). Viewing it agin, I had the same impressions of the movie up to the 30-minute mark, but the final hour won me over. I still don't like the limitations of the "Spooky Island" set, yet I was impressed with the whole 'well of souls' aspect and the complications thereof, as well as the ingenious way they included Scrappy-Doo in the plot. I used to think I was the only one who literally couldn't stand Scrappy-Doo, but now I see that my feelings were pretty much universal. Scrappy-Doo rightly become the symbol of an annoyingly overexuberant or cute character added to a series in an attempt to maintain ratings, also known as the Cousin Oliver Syndrome (named after the character from the final season of The Brady Bunch, of course). At the end of the day, this live-action version of "Scooby-Doo" is definitely better on repeat viewings. If you loathed it on your initial viewing be sure to give it another chance. Aside from obvious positives, like Matthew Lillard and Linda Cardellini nailing Shaggy and Velma, the film features the beautiful Isla Fisher in a significant role, plus the creative plot elements of the 'well of souls' and Scrappy-Doo. It runs 1 hour, 36 minutes, which is perfect for cartoony fare like this; and was shot in Queensland, Australia. GRADE: C+/B-