"Alice in Wonderland," directed by Tim Burton, playing at Regal Stadium 14.

If you've been paying attention, you have noticed that something like 900 different version of "Alice in Wonderland" came out on DVD last week, as every studio rushed out whatever version they owned the rights to in order to capitalize on Disney's remake coming out on March 5. Just like Dickens' "A Christmas Carol," there are no shortages of Alices made through the decades; including Burton's film, Wikipedia lists 25 films and filmed performances. Over the years, everyone from Disney to Ken Russell to Czech surrealist artist animator Jan vankmajer to Woody Allen has taken a go at Lewis Carroll's dreamy, cracked-teapot prose.

Well, I certainly felt like the White Rabbit at the Thursday midnight screening of Tim Burton's "Alice in Wonderland." At the very least, I felt like I was late for a very important date. What happened was that the 3-D screening had been sold out since that afternoon. Feeling rushed and harried - my psychic law firm - Constant Companion and I had to settle for two seats down front at the 2-D screening. A little over two hours later, CC turned to me as the credits rolled and said, "Well, that movie didn't need 3-D."

This new "Alice" is far from a straight remake of the Lewis Carroll tale. Screenwriter Linda Woolverton (Disney's "Beauty and the Beast") has taken a page from "Hook" in the film's set-up, and, unfortunately, too many pages from "The Lord of the Rings" and "Narnia" for its climax. After setting up that a young Alice was haunted by her Wonderland dreams, 13 years later, a young adult Alice (Mia Wasikowska) breaks free from her wedding engagement to an unimaginative twit to chase that March Hare, and tumbles down the rabbit hole again...

The landscapes, characters and tone that we see in "Underworld" - turns out that "Wonderland" was a misnomer - is wispy, plumy-toned English whimsy crossed with some Looney Tunes and more than a smidgen of psychedelic surrealism. This is Burton's heaviest use of CG to date, and all the sets and landscapes seem rendered with blurry edges, as if the environments and locations are moments from evaporating into mist. And while CG feels like the right way to bring characters like Tweedledee and Tweedledum and the Red Queen (Helena Bonham Carter's oversized head lolls on her shoulders like a powdered watermelon), not to mention all the scale issues with so many characters of different sizes, I did find myself missing the tactile quality of Burton's pre-digital work, especially "Pee Wee's Big Adventure," "Beetlejuice" and "Ed Wood."

Woolverton's script also takes liberally from other Carroll works and poems; thus, the Frumious Bandersnatch is added into the story, as is the dragon Jabberwocky and a few other key items. Sending Alice back down under keeps the film from being a series of odd encounters. Now, the Mad Hatter (Johnny Depp), Cheshire Cat (Stephen Fry), White Rabbit (Michael Sheen), and the rest have brought her back for a purpose, for she is the only one who they feel can slay the Jabberwock and end the Red Queen's ruthless rule.

Wasikowska is a relative unknown, and makes for an ideal tour guide, and thankfully, Burton doesn't linger on every awesome set, and keeps the Underland tour and Alice's gradual move from unknowing stranger to knowing captain of her own destiny from getting as bogged down in eye candy as, say, "Avatar." (I do hope to see the 3-D version at some point during its theatrical run.) Plot has never been Burton's strong suit. Quick: what do most of his films have in common? The answer is that most of them are affectionate character studies and nearly all of them are named for their characters.

This is also the first Burton-Depp collaboration that doesn't quite come off. Depp's Hatter is so wild, decked out in a Raggedy Andy wig that seems to have been shaped to resemble Flat Top from "Dick Tracy," that he should have been reduced to entrances and exits. Forcing him into the rest of the narrative feels, well, forced. The best, and most surprising performances mostly from Burton neophytes, particularly Anne Hathaway's White Queen and Crispin Glover, glowering effectively as Stayne, the Knave of Hearts and the Red Queen's aide-de-camp. (I loved Glover's heart-shaped eyepatch, too.)

It's just too bad that the end of the film settles for a big, noisy action climax - never Burton's strong suit - that feels recycled for the zillionth time from "Narnia" and The Two Towers, with a rather obvious dollop of Luc Besson's "The Messenger: The Story of Joan of Arc" and Moebius' Arzach/Taarna finale from the 1981 animated film "Heavy Metal." At the risk of repeating my musings from last week's review of "Planet Hulk," going into Burton's film, I was giddy with the possibilities and visions I knew would be on screen, anticipating all the new ways the story might unfold. Turning Alice into a warrior woman and re-staging the battle of Helm's Deep with soldiers made of playing cards wasn't exactly what I had in mind.