Sexual panic is the last thing you'd expect to prod Alice to get her ass down a rabbit hole. But, hell, this is Tim Burton's Alice in Wonderland, not your third-grade teacher's version. Scholars of British author Lewis Carroll (1832-1898) will no doubt shriek, "Off with Burton's head!" for the liberties he takes in this 3-D mix of live action and animation. In the script that Linda Woolverton (The Lion King, Beauty and the Beast) has woven, often forcibly, from Alice's Adventures in Wonderland and Through the Looking-Glass, things have changed — dramatically.

For starters, Alice is no longer seven years old. As played with feminist fire by Mia Wasikowska (so good as the suicidal, erotically confused gymnast in HBO's In Treatment), Alice, now 19, is her own woman. No way is she marrying the dweeb her guardians have chosen for her. So when the White Rabbit (voiced by Michael Sheen) interrupts her engagement party, Alice returns to Underland (the real name). She doesn't remember the old gang, but they're there. Some in the flesh — the mood-swinging Mad Hatter (Johnny Depp), the good-but-goofy White Queen (Anne Hathaway), the villainous, giant-headed Red Queen (Helena Bonham Carter) and her creepy Knave of Hearts (Crispin Glover, a genuine wizard of odd). Other characters are animated and voiced by the cream of Brit talent, such as Absolem the caterpillar (Alan Rickman), the Cheshire cat (Stephen Fry), Tweedledee and Tweedledum (both Matt Lucas) and that dragon of a Jabberwocky (Sir Christopher Lee, his voice breathing fire).

It's a setup for magic that only fitfully comes. Burton is a visionary, but the film was shot in 2-D and converted to 3-D, a process that lets the seams show in a way they don't in, say, Avatar. Worse, there's a character jam that lets the film go inert and lose sight of Alice's goals to kill the Jabberwocky and find self-enlightenment.

The actors help enormously, but only a few are given the time to stretch out and insinuate themselves. Bonham Carter gets laughs, whether she's warming her feet on a squealing pig or ordering decapitations like lattes. Better yet, she shows how the regrettable size of the Queen's head has made her a freak in her own mind.

Depp is a marvel as the Hatter, orange hair sprouting as a result of poisoning from the mercury used in making hats. He handles Carroll's language so well that you wish more of it had slipped into the script. Love for Alice shines out of his eyes. But those hoping for a peek into the alleged perversity of Carroll's interest in young girls won't find it here. Still, even Disney and a PG rating can't bury Burton's subversive wit. Like Carroll, he's a master at dressing up psychic wounds in fantasy. If you're looking for the trippy bounce of Jefferson Airplane's "White Rabbit" with its wisdom in the shrooms, it can be found. Like Alice, you just have to dig for it.

“IRM”

Fashioned to mimic the sound of a magnetic resonance imaging or MRI, "IRM" (the French designation for the brain scan) grew out of Gainsbourg’s love of the sound of the clickety-clack of medical machinery. The IRM album project also marked the fulfillment of two goals for the singer: to document a traumatic experience, and to record an album with Beck. Though her co-creator and producer didn’t necessarily know the details of her water-skiing accident and resulting cerebral hemorrhage (which lead to the IRM of the song's title), he somehow knew how to handle the material. "Beck had a way of guessing what I was thinking and feeling without me telling him," said Gainsbourg. "We never discussed these things explicitly."