The childhood bedtime story of the Ugly Duckling becomes a colorful modern fairytale in the film Penelope. It stars Christina Ricci as a cursed, pig-nosed, hidden blue-blood, who can only break the spell if "one of her own kind" accepts her. Ricci does not portray Penelope as the typical helpless girl who must await her prince as in most fables, but as a spunky, curious and courageous young woman who has the nerve to break society's rules.

Her superficial-yet-loving mother, played by Catherine O'Hara, lines up a string of high society suitors in hopes that one will be able to see past Penelope's huge schnoz. O'Hara's perfect comedic timing adds sporadic firings of spark to the sometimes trite scenes and shows the audience just how ridiculous some of society's values really are.

One such suitor is Max, played by the charismatic James McAvoy, who is thought to be a down-on-his-luck blueblood and therefore hired by a reporter who is trying to uncover the mystery of Penelope. Soon he begins to fall in love with her, which causes many complications.

After facing one too many disappointments, Penelope escapes her fortress of solitude and heartbreak and boldly ventures into the big city. Her adventures there lead to an entire transformation of her character, while Max's time away from Penelope forces him to face what he has become.

In his first movie, director Mark Polansky gracefully weaves together a web of endearing clichés against a backdrop of past high society rules and modern city life. The director's constant use of bold color makes this movie visually stimulating. Among the throng of current day remakes, cheap horror flicks and not-even-near-hilarious comedies, Penelope is a heartwarming and much-needed surprise.