Sara Gruen's 2006 bestseller about forbidden love in the heated atmosphere of a Depression-era circus seemed a natural for the screen. And director Francis Lawrence (I Am Legend) and screenwriter Richard LaGravenese (The Fisher King) keep it carefully tended. So do its three stars. It's good to see Robert Pattinson, Twilight's pale vampire prince, with color in his cheeks in the role of Jacob Jankowski, a Cornell student in veterinary medicine about to take his final exams when his parents die in a car crash. Jacob hits the road in penniless desperation, hopping a train that belongs to the Benzini Bros. traveling circus and finding a life among the freaks, sideshows, trapeze artists and gorgeous animal flesh.

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Of course, there's also a babe. She's Marlena (Reese Witherspoon in bombshell mode), a spangled beauty atop the horses she strides in the ring. Hard luck for Jacob that Marlena is married to August Rosenbluth (another "Bingo!" for Christoph Waltz), a ringmaster with a sadistic streak when it comes to animals and people who won't heel to his command. August is brutal on Rosie, the 9,000-pound elephant who becomes the show's (and the film's) star attraction, and Marlena when her eyes lock too hungrily on Jacob. Even nonreaders of the book can figure out what happens next. It's all in the telling. Gruen provided grit and pungent detail. The movie settles for gloss. Pattinson and Witherspoon smolder under the golden gaze of Rodrigo Prieto's camera. But the story cries out for harsh glare, sexual torment, the acrid smell of sawdust and sweat. That's why the film's most memorable presence is Rosie. She's not faking it, not for a minute.

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“Ambling Alp”

The "Ambling Alp" was the nickname of the six-and-a-half-foot-tall Primo Carnera. Though the song is named after the Italian-born 1930s heavyweight champion, Yeasayer are actually paying tribute to boxing legend Joe Louis with this first-person psychedelic dance-rock tune. “I was always interested in writing a song that had boxing mythology in it,” Yeasayer’s Chris Keating said. “It’s pretty fascinating: There were so many amazing characters, and it was so closely entwined with 20th century history.” Yeaseyer also invokes German champ Max Schmeling and hints at the historical significance placed on the historic bouts between the Nazi-era boxer and the African-American Louis.