Yarn opens with a brief, live-action prologue in which young James (Paul Terry) lives a carefree life by the British seashore with his loving parents; shot in otherworldly pastels, they lazily

Yarn opens with a brief, live-action prologue in which young James (Paul Terry) lives a carefree life by the British seashore with his loving parents; shot in otherworldly pastels, they lazily

watch clouds that look like locomotives and teakettles, and fantasize about visiting New York City. The dreamy family setup quickly turns to a nightmare when James is orphaned; his parents are devoured by a rampaging rhino. The boy is remanded to the custody of his hideous aunts, the fat, preening Sponge (Miriam Margolyes) and the skinny, pitiless Spiker (Joanna Lumley), who abuse and starve him but fail to kill his essential kindness. He sings the ballad “My Name Is James,” a number that, in its lonely yearning, recalls “Where Is Love?” from “Oliver!”

One day, a mysterious old man (Pete Postlethwaite) gives James a bag of glowing green crocodile tongues, promising that everything will be all right. The boy drops some of them near a long-dead tree and immediately a peach begins growing, eventually to huge proportions. The aunts turn it into a roadside attraction — until one night, when the hungry James crawls inside the peach. The live-action gives over to animation when the boy, himself now transformed into an animated figure, encounters the six bugs who will become his new family, as the peach eventually rolls down to the sea and they set sail for Gotham.

Audiences will have a great time identifying the bug voices: Simon Callow gives the Grasshopper his gentle reserve; ditto Jane Leeves the prim Ladybug, David Thewlis the Earthworm and Margolyes, who doubles as the sweet Glowworm. But the sure-fire keepers are Richard Dreyfuss, as the cigar-chomping, wisecracking Centipede (“We’ll woind up in Joisey!” he gripes when the Peach is blown off-course), and Susan Sarandon as a Spider so Garbolike she even gets to say, at one point, “I prefer to be alone.”

Newman has written a smashing musical comedy number for them, “That’s the Life,” a soft shoe for bugs and boy in which their characters are revealed. Together, they will triumph over horrific mechanical sharks and fearsome undersea pirate skeletons.

Both the score and the film reach their pinnacle in “We’re Family,” a soaring anthem of acceptance and love as the peach sails aloft through space while stars , moons and planets fly by — until Selick pulls the camera back and they are all seen as parts hanging from a giant, cosmic mobile. Here the story’s main theme, of all creatures being part of a single family, and the film’s enchanting surrealism, are of a seamless piece. (Newman is in a very musical-comedy frame of mind; “Family” also recalls “Oliver!” and its rousing theme, “Consider Yourself.”)

Karey Kirkpatrick, Jonathan Roberts and Steve Bloom have fashioned a screenplay that sticks remarkably close to Dahl’s 1961 story. Returning to live action for the final scene, the production team has re-created ’40s New York in both look and feel, as James and his multiply appendaged pals settle into their peach-pit cottage in Central Park.

There’s one last technical accomplishment here, as the human James, along with the city folk and those nasty aunts, interact with the animated creatures. All in all, “James and the Giant Peach” is an extraordinary achievement.

James and the Giant Peach

(Animated/live action -- Color)

Production

A Buena Vista release of a Walt Disney Pictures presentation in association with Allied Filmmakers. Produced by Denise Di Novi, Tim Burton. Executive producer, Jake Eberts. Co-producers, Brian Rosen, Henry Selick. Directed by Henry Selick. Screenplay, Karey Kirkpatrick, Jonathan Roberts, Steve Bloom, based on the book by Roald Dahl.

Crew

Camera (Monaco Film Labs color; Technicolor prints), Pete Kozachik, Hiro Narita; editor, Stan Webb; original songs, Randy Newman; music, Newman; production design, Harley Jessup; set decoration, Kris Boxell; conceptual designer, Lane Smith; animation supervisor, Paul Berry; storyboard supervisors, Kelly Asbury, Joe Ranft; visual effects supervisor, Kozachik; Digital Composites, Buena Vista Visual Effects; costume design, Julie Slinger; sound (Dolby), Agamemnon Andrianos; live-action assistant director, Dean L. Jones; casting, Robin Gurland, Brian Chavanne; Ros and John Hubbard (U.K.). Reviewed at Disney screening room, N.Y., April 2, 1996. MPAA Rating: PG. Running time: 80 min.

With

Grasshopper ... Simon Callow Centipede ... Richard Dreyfuss Ladybug ... Jane Leeves Aunt Spiker ... Joanna Lumley Aunt Sponge/Glowworm ... Miriam Margolyes Old Man ... Pete Postlethwaite Spider ... Susan Sarandon James ... Paul Terry Earthworm ... David Thewlis Combining the mesmerizing stop-motion animation advanced in "Tim Burton's The Nightmare Before Christmas" with "Toy Story"-style digital animation as well as live action, "James and the Giant Peach" is a delightfully demented creation that's every bit as surreal and scary as it is touching and, ultimately, uplifting. Though the darkness that permeates the tale will probably prevent this film from doing "Toy Story"-type business, word of mouth will have kids clamoring to see it, and their parents won't be disappointed. It's a sure bet to far surpass the $ 50 million domestic B.O. of "Nightmare." The pairing of filmmaker Henry Selick and late fiction weirdmeister Roald Dahl must have seemed inevitable after 1993's offbeat and dazzling "Nightmare." Add to the mix the anti-Pollyanna vision of children's book illustrator Lane Smith, and the usually dark composer-songwriter Randy Newman in an uncharacteristically sweet mode, and voila, this "Peach," a strange, and strangely wonderful, fairy tale.

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