by Missy Thompson

STAFF WRITER

It's what's on the inside that matters." This statement is said to most children -- especially girls -- at some point in their life. That is the moral of the new film "Penelope," where a young woman is forced by her over-protective mother to hide her strange physical appearance or face ridicule.

"Penelope" is a fresh look at an old saying that uses modern tactics and wonderful characters to develop a heartfelt story. While the target audience for this movie is mothers and daughters, children of all ages and teenagers can identify with the underlying message.

It is probably safe to say that most people go through life and at some point question their looks. Some outgrow this phase and become comfortable and accepting of what they look like. For others, "Penelope" might be the type of film to help move that process along.

Christina Ricci as the pig-snouted Penelope in the movie is refreshing. Her ability to capture the essence of a character that people fear is endearing. Despite how eligible suitors may react to her appearance, Penelope looks cute and not frightening in the slightest. It is the way her mother treats her that is disturbing.

Writer Leslie Caveny wrote most recently for the television sitcom "Everybody Loves Raymond." However, the way Caveny reinvented a fairytale into today's society is rejuvenating. Reese Witherspoon, who is known for taking on a variety of film roles, acts in a supporting role and as producer in "Penelope."

Penelope begins the fairytale story with a narration of how her distant grandfather had an affair with a woman who works for the family. After the woman got pregnant and Penelope's great-great-great-grandfather married a different woman, a curse was placed on the Wilhern family. The next daughter to be born in the family would be plagued with a pig snout for a nose and ears similar to that of a bovine.

For decades, Wilhern men had Wilhern sons, until Jessica (Catherine O'Hara) and Franklin (Richard E. Grant) Wilhern had a daughter whom they named Penelope. Overcome with horror, Jessica faked Penelope's death and kept her daughter hidden away, much like Sleeping Beauty. The only way to break Penelope's cursed nose is for a suitor of the same kind -- meaning a blue-blood -- to marry her. The problem is actually finding a man who is not terrified of her appearance.

Penelope then meets Max (James McAvoy), a blue-blood who is down on his luck. To make some money, Max agrees to take a picture for newspaper reporter Lemon (Peter Dinklage) and terrified former suitor Edward Vanderman (Simon Woods). Max starts to fall for Penelope and vice versa before meeting face-to-face. After that fateful moment, Penelope realizes she needs to be on her own, not listening to her over-bearing mother or looking for "Mr. Right" to break the curse. Out in the real world, Penelope is lost and slightly confused, but eventually makes friends with Annie (Witherspoon) and learns to live comfortably in her own skin.

"Penelope" is very enjoyable and a good role-model movie for younger girls. It is easy to identify with how Penelope is feeling -- although the film exaggerates this aspect. The acting from Ricci, Witherspoon and McAvoy, who exchanges his natural Scottish accent for an American one, is superb. O'Hara has not changed since her role as the over-bearing, slightly crazy mother in "Home Alone." Her character in "Penelope" is very similar.

Because "Penelope" is told like a fairytale, parts are a little corny, but if taken in stride it fits with the theme of the film. I highly recommend this film to families or anyone who wants to watch a refreshing feel-good movie with a thoughtful message.

missy@tooeletranscript.com