Truly an excellent adoption of the follow-up to "Alice in Wonderland" by Lewis G. Carroll, this is far different than the more well known Tim Burton (and fortunately a ton better),and incomparable to the two previous TV versions I've seen (1966, 1984),a colorful gem that almost seems to be in 3D. Kate Beckinsale is completely charming as Alice, seeing in the beginning talking to a younger version of herself and all of a sudden in the secret garden of looking glass land where life goes backwards.

White Queen Penelope Wilton and Red Queen Sian Phillips are terrifically cast, with Phillips completely covered in red vinyl, imperious but helpful, while Wilton is deliciously dizzy in the traditional white queen garb. The white king is the legendary Ian Holm, sharing a few adventures and fears with Alice that makes him an old school gentleman in a fatherly way to her.

Memorable appearances by Tweedle Dum and Tweedle Dee, the uppity wildflowers and Humpty Dumpty are other highlights, yet this seems to be a more adult oriented Alice, one that is not quite fractured fairy tales but artistic and intelligent in nature, colorful and vivid. even with seeing all the other versions of this, I found it's completely engaging and it was as if I had never really seen it ever before. I'd rather this be the most recent big screen version than the one with Depp and Bonham-Carter.

I didn't really read Alice in Wonderland or Through the Looking Glass which is the film's basis for his version. It has a first rate cast like the red queen played by Sian Phillips in one silly red costume and the white queen played by Penelope Wilton again in a silly white costume. There is too much talking at times and not much action for this film to serve a purpose. At the end of the tale, I didn't understand what happened to Alice all along. Did she learn a lesson about the looking glass. Anyway, the costumes are definitely silly maybe too silly to be taken seriously. I didn't understand what Alice and the world in the Looking Glass was doing. I didn't understand how the white queen went from small to life-size to talk with Alice. I thought there were some moments but the writing seemed to take forever for things to make sense or none at all. Still, it should be shown regarding the Alice books.

You know your book is poorly adapted when Disney is still considered the gospel... And that's how Alice is. Nobody gets it right, but this film comes close.

The Looking Glass is a world where everyone is speaking in puns, riddles, logical inversions, and nonsense poetry. There's almost no plot or character. It is random, sometimes funny, sometimes tender, sometimes boring, sometimes creepy or insane. It passes over you like a dream, but the best parts endure...

Yes, the special effects are dumb. The scenes are cheap. Alice is a hot 20-something instead of cute 7 and a half. blah blah blah... It doesn't matter!

What matters is perfect delivery of great lines. Like watching Shakespeare, it all comes down to what the actors say and how they say it.