Fabulist director Tim Burton has created a wondrous land, but credit goes to his visuals and the magic of his CGI team first and foremost. The actors are fine and good but not even Johnny Depp takes it far beyond a preoccupation with technical design magic and inspired visual realization of Lewis Carroll's classic cast of characters. Somehow, somewhere in this kingdom the genius for drama didn't accompany Alice down the rabbit hole, whose wonders thrill the eyes but do little to quicken the heartbeat. You can tell where writer Linda Woolverton's ("The Lion King") concentration lay.

Borrowing bits from Carroll's "Alice" and "Through the Looking Glass," this modernized and Burtonized version upgrades the central character's age to a pre-adult nineteen years, perhaps that it might be played by someone of a more aware level of maturity. In any case, it's an update from the original and Alice turns out to be played by the endearing Mia Wasikowska, a woman-child of exquisite beauty, sensitivity and independence.

It's no wonder the local duke, a well-dressed fop of moronic sensibilities (Burton and Co. wants to take no chances on anyone taking a shine to the gentleman) who proposes marriage to Alice before a garden-full of parents, friends and community leaders. But Alice, too well-bred to acknowledge the creep's sheer ugliness, begs off for time to consider. She spots a rabbit hopping about the aristocratic grounds in an effort to have her follow him through the woods.

Alice does so, and winds up falling, falling, falling... into a new world. Now, it must be pointed out that Alice has had the same dream since she was of the age of the original Alice, which supports the thesis that she's been down here before and that she's not altogether unknown to the local friendlies and unreasonable cynics.

To her, it's all "curiouser and curiouser" as she discovers the details of the flora and fauna, but the paramount question among the habituees of this lush, colorful, slightly askew place is whether she's the real Alice. Before she can be totally trusted her pedigree must be establish beyond all doubt.

For this, such greeters as the argumentative twins Tweedledee and Tweedledum (Matt Lucas) (from "Through the Looking Glass), White Rabbit (Michael Sheen), the wide-mouthed grinning Cheshire Cat (Stephen Fry) and others immediately escort her to Yoda-like Blue Caterpillar (Alan Rickman), an elder and most respected mind, for his opinion. But such an opinion must be based on behavior, and it's to be delayed until Alice has had an opportunity to interact with the big guns hereabouts, who run, control or mystify things.

This brings her to her primary ally (and suggested heartthrob?) the Hatter (Depp). But, this loony character, for all his cartoonishly made-up handsomeness and elusiveness from logic, is mad, crazy as a loon. Which is both his charm and the limiting aspect of his wit.

The underlying situation is, in part, political. Two queens rule. Sisters, the Red Queen with the oversize head (Helena Bonham Carter, Sweeney Todd"), the dominant and more powerful one who runs the place like the warden of a Nazi prison camp, with a hair's trigger tendency to call for those who come before her attention to lose their heads. Rolling heads seems to be her high. The good sister, the White Queen, (Anne Hathaway, "Get Smart") is a study in all that's good as she stands firmly in the opposing moral position.

She's also got the army to back up her unquestioned power, and most dreaded of all, the fearsome Jabberwock, who attacks an enemy at the queen's bidding. Thought to be invincible, it actually who can beat by someone holding the magic sword, which Alice now wields. "Beware the Jabberwock," Carroll wrote. Which leads to a climactic battle and Alice as a strategic huntress.

The depth in the numbers of fabulous characters is astounding and probably unforgettable for adult and child alike. The hunting dog Bayard is all the adorable and faithful dogs we've ever known; the wispy Cheshire Cat who needs no means of temporal movement since he appears floating in air and disappears in a dark and diaphanous cirlique is a total charmer; the clown of clowns Mad Hatter with which role Depp extends his portfolio of erratic eccentricity and inventive outlandishness--though with a disciplined restraint compared to such parts as swashbuckling Jack Sparrow ("Pirates of the Caribbean: The Legend of Jack Sparrow")

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Carter is quite wonderful as the wretchedly cold and awkward queen. Her first appearance drew an admiring laugh from the audience and, as the prime villain, preserves the character for all to hiss at. Wasikowska is delightful in the manner in which she holds up her end stalwartly in the central role, though with a narratively bland script, she might more accurately be called a guide through the lush fantasy than someone we're emotionally invested in.

Much is being said about the inadequacies of the 3-D effects. While there are a few that work well, its potentials are limited by the fact that the film was shot in 2-D and later upgraded.

Tim Burton's "Alice In Wonderland" will forever raise questions of balance among the elements that go into great movies. The lasting impression it made on me is to be grateful for it having been made with such artistry and love for the characters. But, then, I also have a wistful feeling over the lightness of its total affect, like a lingering, slowly dissipating aftereffect of a perfume. The fancy of the concept is admirable; the mastery of the medium is unchallengeable; the power of the story is limited. And, it's safe, god love it, for the kids, who it will undoubtedly charm and dazzle.

                                      ~~  Jules Brenner