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Descended from a no-good pig-stealing great-great-grandfather, Stanley Yelnats the IV (Shia LaBeouf) suffers from a family curse. In turn, director Andrew Davis has come off of a run of bad films that include Chain Reaction and Collateral Damage. Through the high adventure and solid story-telling of Holes, both end the cycles of bad fortune that have plagued them.

In another stroke of good fortune, Disney tapped novelist Louis Sachar to adapt his own Newberry Award-winning novel. Sometimes this sort of gambit doesn't work, but Sachar understands that what works on the page doesn't always work on the screen. The resulting film, a combination of western and prison drama with just a touch of ghost story, proves to be the most ambitious and honest major studio film of the year so far. But will it find an audience?

Aside from being squarely aimed at a difficult age group (10 to 14 year olds), Holes is hard to peg. At first, it's the story of Stanley getting sent off to Camp Greenlake, a Texas institution for juvenile offenders, for a crime he did not commit. Chalk it up to the family curse; Stanley got hit in the head by a pair of running shoes once owned by Clyde "Sweetfeet" Livingston (Rick Fox), a baseball player who had donated them for a charity auction.

The police blame him for stealing the shoes, especially once they discover that his family's apartment overflows with footwear. Stanley the III (Henry Winkler) has been trying to invent a cure for foot odor, creating both a curious stench and unfortunate circumstantial evidence.

At Camp Greenlake, the inmates spend their days digging holes five feet wide by five feet deep. Their shovels are their measuring stick. According to the quivery Dr. Pendanski (Tim Blake Nelson), the task builds character. But there is clearly something darker at play in the motivations of Warden Walker (Sigourney Weaver) and her slick but pinched assistant, Mr. Sir (Jon Voight).

Once upon a time, the Greenlake area did have a lake, but it, too, is now under a curse. Rain has not fallen in this valley for a hundred years, since a dark crime involving Kissin' Kate Barlow the Bandit Queen (Patricia Arquette). How it all centers on Stanley and his burgeoning friendship with the silent inmate Zero (Khleo Thomas) forms the spine of a surprisingly warm, surprisingly good, mystery.

To say anymore about the plot would be to just unfair to a great story. Suffice to say that there's a reason that Disney made this film, and that's that somehow the book has grown insanely popular with junior high kids. It's easy to see why.

Mixing so many genres has its risks, but Sachar pulled it off beautifully. Even the prison aspect works, because though the featured inmates can be charming, it's also clear that they're there for a reason. Sachar never lets us forget that they committed crimes, and in some cases show no real remorse for it.

Davis, the man who once gave us one of movies' greatest train wrecks (and I mean that as praise) in The Fugitive, has returned to storytelling with a spare style and a tastefulness that should make the harsher elements palatable to parents. The violence of the book remains, but much is left to the viewers' imaginations, to, as the screenplay urges, "fill in the holes ourselves."

Imagine that - a family film that encourages us to think. It's doomed.

It does a lot more than that. In some ways, Davis and company have created a great primer for kids to learn about film language. With at least three parallel stories going on in different time periods, it flashes back and forth in time without warning, but never loses the viewer. And though it still connects a few plot point dots for us, it's still surprisingly subtle.

For a movie carried largely by young actors, it's also surprisingly well-acted. Not a single teen or pre-teen feels false. I'm not a fan of the Disney Channel's Even Stevens, where LaBeouf practices ridiculous physical shenanigans. Here, however, the young actor underplays his role, supported by a group of teens who have chosen to just be who they are. It works.

Of course, they've got some great adult actors showing them the ropes. Actually, Voight and Nelson toe the edge of cartoonishness, but never quite go over. Though obviously meant to be comical, their roles stay within the realm of the possible.

And Weaver…well, she's just one of the greatest actresses of our time, a little underappreciated because she's willing to appear in genre projects like this. Heck, she even seems to enjoy them.

Okay. Obviously, I liked this. The audience I saw it with liked this. By all reports, teachers all across the country who have been using the book in the classroom liked this. Kids under eight may not, because it's a little intense. But if you're over eight, get out there and prove to the studios that hey, quality films have a place in the mass marketplace.

What's it worth? $9.50

Derek McCaw

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