Like Tim Burton's EDWARD SCISSORHANDS and the TV show PUSHING DAISIES, PENELOPE is a modern fairy tale, complete with candy colors and whimsical cinematography. PENELOPE begins with a generations-old curse by a jilted lover: the next girl in the aristocratic Wilhern family will be born with a pig's snout and ears. Though ages pass, the bad luck finally manifests itself in young Penelope (Christina Ricci) much to the shame of her mother (Christopher Guest favorite Catherine O'Hara). In an effort to break the curse, her mother and father (Richard E. Grant, WITHNAIL AND I) try to bring in a series of blue-blooded suitors. But when they see her face, the men all run screaming. Enter Max (James McAvoy), a down-on-his-luck gambler who connects with Penelope. But when he is exposed as a fraud, the heartbroken girl escapes into the surrounding city. Though she hides her face with a scarf, Penelope gets to experience life outside her family's mansion for the first time.

Pig nose and all, Ricci is adorable as the title character, excellent in alternating between naïveté and independence. Oscar winner Reese Witherspoon succeeds in double duty as both a producer and in a small acting role as Penelope's first friend in the big city. But it's McAvoy, a standout in ATONEMENT and THE LAST KING OF SCOTLAND, who threatens to steal hearts. The pair's romance is believable, and it makes the film good viewing for fairy tale fans of all ages. The PG rating should appeal to families, as should the film's message about the importance of inner beauty and self confidence.