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In this sweet but very slight modern-day fairy tale, a plucky Christina Ricci seeks out a husband who believes beauty is in the eye of the beholder. That's easier said than done, especially when you have a snout instead of a nose.


And you thought the Frog Prince had it bad. Our cruelly taunted "pig-faced" damsel in distress (Ricci) requires more than just a knight in shining armor. He must also be a blue blood--like her--who wants to marry the heiress. Then, and only then, will a generations-old family curse be reversed and Penelope's snout be magically transform into a nose even a supermodel would covet. Hidden away from the world by her loving but slightly embarrassed parents (Richard E. Grant and Catherine O'Hara), Penelope now wants to lead a normal life. But despite the best matchmaking efforts of Penelope's mother, she remains young, not so free, but definitely available. Prospective husbands line up to meet Penelope in the hopes of claiming her sizeable dowry, but as soon as they lay eyes on her, that's all, folks. Then there's Max (James McAvoy). Not that Max has seen Penelope. In an effort not to scare him off, Penelope remains behind a one-way mirror while she's courted by this kindhearted suitor. What she doesn't know is that Max--who's gambled away his family's fortune--is also only in it for the money. He's being paid to take Penelope's photo by a sleazy tabloid reporter (Peter Dinklage) with an ax to grind. When all is revealed, a hurt Penelope trots off to the city to live the life she's always wanted to experience for herself. Only she doesn't realize that Max harbors feelings for her. If you were Max, how much would you bet that true love prevails?


Admit it, you're curious as to how Ricci--one of Hollywood's most unconventional beauties--looks like as a freak-show attraction. After a few minutes with her face hidden from view, Ricci's prosthetic snout is revealed in all its porcine glory. Honestly, she's adorable in a Miss Piggy-gone-Wednesday Adams way. But a sunny Ricci rightfully portrays Penelope as a wounded soul whose confidence and resourcefulness masks the pain caused by her physical abnormality and the rejection she endures. Sparks do fly between Ricci and McAvoy, who reveals a roguish charm that for obvious reasons are absent from the more dramatic performances he gives in Atonement and The Last King of Scotland. Penelope suggests McAvoy has what it takes to pull off a Hugh Grant-style rom-com. O'Hara is hilariously harried as Penelope's well-meaning but unintentionally interfering mother, though she does manage to make her somewhat sympathetic. Dinklage's post-Station Agent career has found him playing many nasty fellows, but he slowly and slyly reveals that there's more to his vindictive eye-patched journo than we first suspect. Perhaps in an attempt to protect her investment, Penelope producer Reese Witherspoon makes a fleeting appearance as Ricci's motor-mouthed gal pal. She's quite amusing, but her role is superfluous. Penelope also does it bit to keep many familiar British faces gainfully employed, but that's not to say Richard E. Grant, Nick Frost, Lenny Henry and Nigel Havers have much to do.


The oddest thing about Penelope is not that Ricci has a pig's face. No, it's the strange world that director Mark Palansky halfheartedly creates around her. You don't need to be an Anglophile to spot that Penelope was filmed in London. So why is the city overrun with Americans? Worse, everyone uses retro-futuristic contraptions--from phones to spy cams--that look like they were pilfered from wherever Terry Gilliam keeps his props from Brazil. But they clash with the contemporary sensibility that Penelope projects. If you're going to place the heroine in a world unlike our own, one in which magic exists, be committed to doing so. Otherwise, it's just confusing and off-putting, as proves to be the case with Penelope. That said, Palansky knows what makes a fairy tale work, even one that feels a bit stale and predictable in this Shrekian era. He presents us with a spunky heroine we can love and admire, a flawed Prince Charming whose redemption hinges on the love of a good woman, and villains deserving of our loudest boos. He keeps things light and fluffy, and there's an undeniable innocence to Penelope that should make it quite appealing to young girls who adore Cinderella and Sleeping Beauty. Unlike Shrek, though, Penelope may leave the Princess Barbie set somewhat confused by the mixed messages it sends on body image. For a fairy tale that takes pride in its heiress' graduate realization that she loves herself for who she is, not how she looks, Penelope's happily ever after seems sadly and shamefully obsessed with the skin deep.

Bottom Line rated this film 2 1/2 stars.