How, oh how, could anyone watch a movie as lovely as "Penelope" and frown? Just thinking about this fairy tale makes me smile all over again.

Ah, but many people have indeed frowned at "Penelope," which premiered at the Toronto Film Festival in 2006, only to then sit on studio shelves for a year and a half before finally landing an unceremonious throwaway theatrical release. Its producers apparently didn't know what to do with this absurd family fantasy, and a majority of the critics who eventually saw it turned into Grumpy Gusses unable to tune into the movie's magical ways.

Allow me to counter the bad press. "Penelope" is a frothy delight, flawed to be sure, yet endlessly enchanting. It's eccentric without being pushy in its quirks, cynical without being overly dark, sentimental without being sappy.

Christina Ricci stars in the title role, a girl born under a witch's curse: she is beautiful in every way, except for her nose, which is that of a pig. This deformity is enough to send potential suitors screaming, and that's a problem, since only the love of "one of her own" can break the spell. For years, Penelope's mother (Catherine O'Hara) has struggled to find a "blue blood" - heck, any willing socialite will do - to marry her.

The true monster here, of course, is not Penelope but her mother, a shrill creature so concerned about keeping up appearances that she once faked her daughter's death so the press wouldn't find out about the nose. The mother is deeply ashamed of her daughter, locking her away, a dirty little secret to hide from the world. (Penelope's father, gracefully played by Richard E. Grant, is more understanding, but he is also too meek, his domineering wife controlling the situation.) To be hidden from the world is bad enough, but to be trapped in a home where your own mother is ashamed of you - it's a marvel Penelope is as adjusted as she is.

There is commentary about the upper crust and other appearance-minded folk, and of a press obsessed with celebrity and the media culture they feed, but these are simply thoughtful asides in a story otherwise concerned with ideas as basic as self-esteem, friendship, and love. Director Mark Palansky and screenwriter Leslie Caveny, both making their feature debut here, focus mainly on the fairy tale aspects of the story, allowing the viewer to find or ignore the film's more complicated notions as they please.

And as a fairy tale, "Penelope" shines bright. Taking his cue from the quirks of such filmmakers as Tim Burton, George Miller, and Terry Gilliam, Palansky deftly mixes the light and the dark, balancing skeptical modern attitude with old-fashioned sincerity. Here is a film that finds great childlike glee in such moments as Penelope's grand escape into the big city (a nameless, timeless, international metropolis reminiscent of the similar downtown in "Babe: Pig in the City"), all while enjoying the more adult touches, like the trips the script takes to seedy gambling parlors and rundown pubs. Combining old and new technology throughout, the film quaintly creates a universe all its own, an otherworldly present where past and present collide for a breathtaking storybook feel.

Then there is the love story. It will come as no surprise that among all the failed suitors, the one we like best will be the one who falls for Penelope. James McAvoy fills the rundown role of Max, the huggable tramp who wins Penelope's heart in a series of meetings where she stays hidden behind a two way mirror. These scenes are splendid, winning us over with their great charms and romantic elegance. The pig-nosed girl and the down-on-his-luck fool, a terrific screen couple.

The screenplay then hits a few familiar bumps, mainly in how it struggles to get Penelope and Max apart, simply so it can, of course, reunite them for the finale. There are other formulaic hiccups along the way, like the big almost-wedding that probably won't fool anyone in the audience. The movie also writes itself into a corner with the curse; if Penelope's nose does turn to normal, it threatens to negate the "be happy with yourself" moral.

But for every bump, there is something else wonderful to experience along with it. I was utterly charmed by the supporting appearance from Reese Witherspoon, who shows up as a down-to-earth new friend to Penelope. I was also won over by the way Caveny decided to wrap up the curse, a lovely little moment and a replay of the film's main themes. And Peter Dinklage, a master of comic timing and bone dry wit, matched only by the charms of McAvoy himself. And Ricci, who makes the perfect modern fairy tale damsel. And the music! What lovely music! And would you just look at those sets!

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