HOLES , USA , 2003, MPAA Rating : PG for violence, mild language and some thematic elements

There is an attitude among some filmmakers that children's films should be anything but sophisticated, rather, they should be simple in theme and execution and excruciating for anyone over the age of five. Not just the flicks for little kids, either, as evidenced by such recent mush as WHAT A GIRL WANTS. And for those filmmakers there is a special room set aside for them in hell. Such is, blissfully, not the case with HOLES.

Based on the novel of the same name by Louis Sachar, a book that has topped Harry Potter in some reader's polls of favorite books, HOLES is a darkly enchanting fairy tale brought to the screen with artistry and grace. Sachar, who also wrote the screenplay has taken a suitably circular approach to his storytelling, taking three stories set in three different times and telling them concentrically, if you will. With a delicious mastery of the art of storytelling that renders the narrative deceptively simple, Sachar has one narrative effortlessly filling in the gaps in another until by the end serendipity has given way to destiny.

And speaking of destiny, it comes in all sorts of ways. For the palindromic Stanley Yelnats the fourth, it's a pair of portentous and very expensive sneakers falling from the sky and onto his head. They're followed closely by cops, landbound, who arrest him for grand larceny. His grandfather, Stanley Yelnats the second, blames the family curse, bestowed by a gypsy when the second's grandfather failed to keep a promise. His family, though, headed by hopelessly optimistic inventor Stanley the third, thinks that telling the truth at Stanley the fourth's trial is the best policy, and since they can't afford a lawyer, it's the only option open to them.

This tears Stanley from the bosom of his loving but eccentric family (Dad has made a holy mission of trying to come up with a cure for foot odor) and lands him in the deceptively monikered Camp Green Lake, a juvenile facility that Dante might have dreamed up and one that has Stanley re-thinking the whole curse thing. Think COOL HAND LUKE and you've got a pretty good idea of the ambiance and the temperature. It's so bad that one boy went looking for a rattlesnake to bite him rather than stay.

The lake dried up a century ago after a murder that left an innocent man dead and a grieving woman bent on revenge. It also left a barren desert in which the boys build character and learn their collective lesson by digging holes, one a day, five feet deep and five feet wide. This renders the already hostile landscape moon-like, eerily punctuated as it is with tens of thousands of holes. But there's something else odd about the set-up, and it's not just the deadly yellow-spotted lizards. Nor is it Mister Sir, played with scenery-chewing verve by John Voigt with a shellacked pompadour and a skittery gait. Neither is it the camp's therapist, Dr. Pendanski (Tim Blake Nelson), whose platitudes don't quite mask the snarky contempt he feels for his charges. It's not the warden (Sigourney Weaver), whose quiet demeanor is more menacing than the rattlers she exploits. Rather, it's the promise of a day off if anyone finds anything interesting that strikes our hero as not quite right, especially after he learns that interesting doesn't include fossils but does include artifacts from a century ago, right around the time of the murder.

HOLES takes on heavy issues. Good people are killed on screen, kids are treated as throwaways. This is the stuff of the Brothers Grimm, before their tales were expurgated into the pap we have today. Yet handled as they are with such sensitivity by Sachar's script and director Andrew Davis visual rendering, they might still be disturbing, but within the context of the story they are a means to an end, showing that while the wheels of justice grind slowly, they do get there eventually, which allows for an emotional safety zone.

None of it would work if the kids weren't so good. With a winning combination of hangdog pluck and genuine sweetness, Shia LeBeouf is a perfect fit for Stanley. It's also a perfect counterpoint to Khleo Thomas as Zero, the littlest inmate who has an astounding mop of hair and eyes that are wise and wary. There is also much mystery about him, what with him not speaking and his actually liking to dig holes. Plus there's the divine Eartha Kit in an extended cameo as the gypsy woman whose curse sets the fortunes of the Yelnats family generations to come.

HOLES is a film that has an unfortunate marketing campaign, one that leads the unwary to believe that this is a raucous comedy with lots of colorful characters and slapstick situations. One-third right. The characters are colorful, but the comedy is a subtle juxtaposition for the seriousness of the story. And about it being "just a kid's picture," it is, without question, an instant classic of that genre, but it is by no means a film that only kids can appreciate. As a matter of fact, it's that best of all pictures made with kids in mind, the kind that they can grow up with, seeing more depths of meaning the older they get, right into their senior years.

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