Richly imagined and exquisitely violent fantasy from writer-director Guillermo del Toro. A fairy tale not even remotely intended for children, this entrancing magical-realist drama concocts a sinister spin on "Alice in Wonderland" against the war-torn backdrop of 1940s Spain, Will rely heavily on strong reviews and the loyalty of del Toro's fans.

There’s plenty of blood — both literal and figurative — coursing through the veins of “Pan’s Labyrinth,” a richly imagined and exquisitely violent fantasy from writer-director Guillermo del Toro. A fairy tale not even remotely intended for children, this entrancing magical-realist drama concocts a sinister spin on “Alice in Wonderland” against the war-torn backdrop of 1940s Spain, shifting between two worlds with striking craft and discipline. With its graphic phantasmagorical elements and Spanish-language dialogue, pic will rely heavily on strong reviews and the loyalty of del Toro’s fans when Picturehouse releases it Stateside in October. International prospects look more promising.

Though he’s best known for directing the comic book adaptations “Blade II” and “Hellboy,” the Mexican helmer’s sixth feature marks a return to the supernatural trappings and delicately shaded emotions of his 2001 ghost story “The Devil’s Backbone.” Like the earlier film, “Pan’s Labyrinth” (with five credited producers, including del Toro’s countryman Alfonso Cuaron) is set during the violent aftermath of the Spanish Civil War, and reveals a similar concern for the plight of children living under fascist rule.

Opening voiceover tells the myth of a princess who fled her underground kingdom to reach the human world, where she eventually died, leaving her father to pine for the return of her soul. Storybook narration transitions smoothly into scenes of a bookish young girl, Ofelia (Ivana Baquero), and her mother Carmen (Ariadne Gil) traveling through the Spanish countryside, underscoring the film’s matter-of-fact melding of the real and the fantastical. Carmen is pregnant by her new husband, a proud and cruelly sadistic captain in Gen. Francisco Franco’s army named Vidal (Sergi Lopez), who is trying to snuff out a guerrilla uprising nearby.

While her mother is bed-ridden, Ofelia goes exploring and discovers an intricate stone labyrinth, where she encounters the legendary faun Pan, a half-man, half-goat (played by “Hellboy’s” Doug Jones in a goat mask) with a chillingly glassy stare. The faun tells Ofelia that she is the lost princess and must complete three dangerous tasks to return to her underground home. Ofelia accepts this news readily, and some viewers may not be quite convinced by her utter composure and unquestioning demeanor as she agrees to Pan’s challenge.

Though the early setups will likely prove the greatest strain on audience credulity, del Toro’s masterful direction shifts from fantasy to reality and back again with remarkable fluidity. As Ofelia goes about her tasks — which include escaping from the skeletal Pale Man (Jones again), a spectacularly designed creature with oddly positioned eyeballs — the helmer maintains equal focus on the war front, as Vidal’s housekeeper Mercedes (“Y tu mama tambien’s” Maribel Verdu) and doctor (Alex Angulo) bravely conspire to keep the guerrilla revolt alive. The result is a slow-burning war drama that deepens audience involvement by incremental degrees, punctuated by brief but potent spasms of visual grotesquerie that show Marti, production designer Eugenio Caballero and visual effects supervisor Everett Burrell and special effects supervisor Reyes Abades working at a very high level. Despite pic’s intense level of stylization, digital f/x are sparingly and precisely applied, never devolving into visual overkill.

Del Toro’s taste for matter-of-fact surrealism inevitably means that some of the story’s metaphorical and mythological underpinnings remain elusive, though for the most part the story’s flow is so relentless that explanations feel almost unnecessary.

With her quiet resilience and enormously expressive eyes, Baquero makes an ideal if slightly milquetoast heroine. She’s nearly upstaged, however, by the far spunkier Verdu, whose skill with a blade makes for one of the film’s most satisfying (and least magical) scenes. As Vidal, the reliably creepy Lopez creates a complex, indelible and vaguely Freudian portrait of chauvinism and fascist mania run amok.

Guillermo Navarro’s cinematography bathes Caballero’s Goyan fantasy-scapes in a warm orange light while favoring a cool blue palette for the nighttime sequences. Javier Navarrete’s supple score proves extraordinarily subtle in conjuring a grim sense of wonder. Sound work is exemplary.

Pan's Labyrinth

Spain - Mexico

Production

A Picturehouse (in North America), Warner Bros. Pictures Intl. (Spain/Latin America), Pan-Europeenne (France) release of a Telecinco presentation of an Estudios Picasso/Tequila Gang/Esperanto Filmoj production. (International sales, Wild Bunch, Paris.) Produced by Guillermo del Toro, Bertha Navarro, Alfonso Cuaron, Frida Torresblanco, Alvaro Augustin. Directed, written by Guillermo del Toro.

Crew

Camera (color), Guillermo Navarro; editor, Bernat Vilaplana; music, Javier Navarrete; production designer, Eugenio Caballero; costume designer, Lala Huete; sound (Dolby Digital/DTS), Miguel Polo; sound editor, Martin Hernandez; visual effects supervisor, Everett Burrell; special effects supervisor, Reyes Abades; special effects makeup, David Marti; assistant director, Jorge Calvo Gonzalez; casting, Sara Bilbatua. Reviewed at Cannes Film Festival (competing), May 27, 2006. Running time: 120 MIN.

With

Vidal - Sergi Lopez Mercedes - Maribel Verdu Ofelia - Ivana Baquero Doctor - Alex Angulo Pan/Pale Man - Doug Jones Carmen - Ariadne Gil (Spanish dialogue)

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