"Alice in Wonderland"
(Fantasy, PG, 108 minutes).

As a young reader, I found "Alice in Wonderland" creepy and rather distasteful.

Alice's adventures played like a series of encounters with characters whose purpose was to tease, puzzle and torment her. Few children would want to go to Wonderland, and none would want to stay. The problem may be that I encountered the book too young and was put off by the alarming John Tenniel illustrations. Why did Alice have such deep, dark eye sockets? Why couldn't Wonderland be cozy like the world of Pooh? Watching the 1951 film, I feared the Cheshire Cat was about to tell me something I didn't want to know.

Tim Burton's new 3-D version of "Alice in Wonderland" answers my childish questions. This has never been a children's story. There's even a little sadism embedded in Carroll's fantasy. I think of uncles who tickle their nieces until they scream. "Alice" plays better as an adult hallucination, which is how Burton rather brilliantly interprets it until a pointless third act flies off the rails.

It was a wise idea by Burton and his screenwriter, Linda Woolverton, to devise a reason why Alice (Mia Wasikowska) is now a grown girl in her late teens, revisiting a Wonderland which remains much the same, as fantasy worlds must always do.

Burton is above all a brilliant visual artist, and his film is a pleasure to regard; I look forward to admiring it in 2-D, where it will look brighter and more colorful. No artist who can create these images is enhancing them in any way by adding the annoying third dimension. But never mind that.

He brings to Carroll's characters an appearance as distinctive and original as Tenniel's classic illustrations. These are not retreads of familiar cartoon images. They're grotesques, as they should be, from the hydrocephalic forehead of the Red Queen (Helena Bonham Carter) to Tweedledee and Tweedledum (Matt Lucas), who seem to have been stepped on.

Wonderland itself is not limited to necessary props, such as a tree limb for the Cheshire Cat and a hookah for the caterpillar, but extends indefinitely as an alarming undergrowth beneath a lowering sky. Why you can see the sky from beneath the Earth is not a fair question. (The landscape was designed by Robert Stromberg of "Avatar.")

When we meet her again, Alice has decidedly mixed feelings about her original trip down the rabbit hole, but begins to recall Wonderland more favorably as she's threatened with an arranged marriage with Hamish Ascot (Leo Bill), a conceited snot-nose twit. At the moment of truth in the wedding ceremony, she impulsively scampers away to follow another rabbit down another rabbit hole, and finds below that she is actually remembered from her previous visit.

Burton shows us Wonderland as a perturbing place where the inhabitants exist for little apparent reason other than to be peculiar and obnoxious. Do they reproduce? Most species seem to have only one member, as if Nature quit while she was ahead.

The ringleader is the Mad Hatter, played by Johnny Depp, that rare actor who can treat the most bizarre characters with perfect gravity. Whoever he plays (Edward Scissorhands, Sweeney Todd, Jack Sparrow, Willy Wonka, Ichabod Crane), he is that character through and through.

This is a Wonderland that holds perils for Alice, played by Mia Wasikowska with beauty and pluck. The Red Queen wishes her ill and the White Queen (Anne Hathaway) wishes her well, perhaps because both are formed according to the rules of Wonderland queens. To be sure, the insecure White Queen doesn't exhaust herself in making Alice welcome. The Queens, the Mad Hatter, Alice, the Knave of Hearts (Crispin Glover) and presumably Tweedledee and Tweedledum are versions of humans; the others are animated, voiced with great zest by such as Stephen Fry (Cheshire), Alan Rickman (Absolem the caterpillar), Michael Sheen (White Rabbit), and Timothy Spall, Barbara Windsor and Christopher Lee.

The film is enchanting in its mordant way until, unfortunately, it arrives at its third act.

Why does "Alice in Wonderland" have to end with an action sequence? Characters not rich enough? Story run out? Little minds, jazzed by sugar from the candy counter, might get too worked up without it? Or is it that executives, not trusting their artists and timid about real stories, demand an action climax as insurance? Insurance of what? That the story will have a beginning and a middle but nothing so tedious as an ending?

Rating: Three stars.

"Brooklyn's Finest"
(Crime drama, R, 140 minutes).

Three cops, three journeys to what we suspect will be doom. No good can come of the lives they lead. They aren't bad guys, not precisely, but they occupy a world of such unremitting violence and cynicism that they're willing to do what it takes to survive. In the kind of coincidence provided only by fate or screenplays, each one will mean trouble for the other two.

Richard Gere gets top billing as Eddie, a veteran with one week left before retirement. It is a movie convention that anyone who has a week to go before retirement must die before that week is up, but Eddie seems impatient. As the film opens, he wakes up, chugs some whiskey from a bottle, and points a revolver into his mouth, never a good sign.

Don Cheadle is Tango, who is completely embedded undercover in Brooklyn's toughest drug precinct, where he has blended in so well with the bad guys that it's a fine line separating him from crime. His friend is Caz (Wesley Snipes), a dealer trying to go straight after prison; they share one of those inexplicable bonds between two tough guys, causing themselves to consider each other brothers when they should really be nothing of the kind.

The third cop, Sal (Ethan Hawke), is a narc whose wife (Lili Taylor) provides him with more of a melodramatic emergency than we are prepared to believe. They have seven kids, live in a house too small for them, and the mold in the walls provokes potentially dangerous asthma attacks. Oh, and she's pregnant. Having twins.

Sal has made an offer on a new place for which he cannot make the first payment. He desperately needs cash, and there's a lot of it around in his work. Tango needs to somehow use Caz and yet spare him. Eddie needs to negotiate an alcoholic haze for seven more days before he can go fishing.

These are fine actors. The milieu involves a tough, poker-playing, substance-abusing, hard-bitten world where the law meets crime and the two sides have more in common with each other than with civilians. I don't believe it's like this for most cops, but somehow it is for the majority of movie cops.

The director of "Brooklyn's Finest," Antoine Fuqua, made "Training Day" (2001), the film Denzel Washington won an Oscar for and that powerfully co-starred Hawke. This film has the same level of savage violence and the same cops operating outside the same law, but the human stakes are more obvious and less convincing. The film falls short of the high mark Fuqua obviously set for himself.

Rating: Three stars.