Penelope **

"Penelope" is a sweet romantic fantasy about an heiress born under a family curse that can only be lifted by the love of "one of her own kind." This PG fable should be popular among young girls and the young at heart, but its sprawling vagueness will keep box office low. Penelope (Christina Ricci) narrates the history with a wry voice-over as we see the origin of the curse and why it has not struck until now. Once wound up, the movie gets down to playing out what will happen to this smart, nice, pretty (except for the pig's nose) girl.

After faking young Penelope's death and educating her in her own suite hidden behind a two-way mirror, parents Jessica (Catherine O'Hara) and Franklin (Richard E. Grant) start a campaign to lift the curse. Under tight security, and sworn to secrecy, waves of suitors, all "blue blood" since they would be "of her own kind," are brought in to meet Penelope and see if they are up to the challenge. One of these is Max (James McEvoy), a ringer recruited by an investigative reporter played by Peter Dinklage who shows life and expression in his role despite an eye patch that limits his facial movement. O'Hara and Grant bring a controlled hysteria to their roles, as one after another of the suitors flee at the sight of their daughter. McEvoy, working here after making but before the release of his breakout role in "The Last King of Scotland" offers a brooding and mysterious version of his double-agent role, who comes to life when he's around Penelope, but who remains undeveloped as this heroine realizes she does not need a Prince Charming to set her free.

Penelope escapes, determined to see the world for herself, with the lower half of her face perpetually covered by a scarf. The city she explores is a combination London, New York, and Atlantic City, but the speech is American. She meets messenger-on-a-Vespa Annie (Reese Witherspoon, who also co-produced) who takes her under her wing. Ricci is delightful as she learns about life and takes her own future in hand, including her own 15 minutes in the spotlight, but Witherspoon is a distraction. There's a nice twist as fame and marriage are in her grasp, and everything works out, although not exactly the way you might have expected.

Rated PG. 102 minutes. Directed by Mark Palansky. Written by Leslie Caveny. Produced by Dylan Russell, Jennifer Simpson, Scott Steindorff, Reese Witherspoon. Cinmatography by Michel Amathieu. Music composed by Joby Talbot. Production Design by Amanda McArthur. Edited by Jon Greggory.

Principal actors: Christina Ricci, James McEvoy, Catherine O'Hara, Reese Witherspoon, Peter Dinklage, Richard E. Grant, Simon Woods.