FAIRY-TALE FILM FAILS TO CAST SPELL.

Byline: Bob Strauss Film Critic

The animated ``Happily N'Ever After'' wants to be one of those hip fairy-tale satires. Not only does the ``Shrek'' series have that market cornered, those films tend to be clever and good-looking. This does not.

A riff on Cinderella with a gimmick that could have worked in deft hands, this unengaging fantasy for the most part comes off as derivative and diluted.

The premise: a conscientious Wizard (voiced by George Carlin) has kept the happy ending equilibrium of Fairy Tale Land magically humming along for eons now. That leaves his trouble-prone assistants -- Munk the Pig (Wallace Shawn) and Mambo the Foxlike Something-or-Other (Andy Dick) -- bored. They're tired of Sleeping Beauty waking to her handsome prince and Jack outsmarting the beanstalk giant all the time.

So when the Wizard takes off on a Scottish vacation, you just know that Munk and Mambo are going to do something that, in the foxlike thing's words, ``mixes it up a little, makes things edgier.''

If only that happened to the film in general.

Anyway, enter Ella's wicked stepmother, Frieda (Sigourney Weaver, sounding like she's trying to have a good nasty time, but the dialogue defeats her). She grabs control of the Wizard's tower, summons all the ogres and trolls and other villains to take over FT Land's main castle, and sets about making sure that nobody ends up happy ever again.

Opposing Frieda's evil plan is an ad hoc coalition of stepdaughter Ella (voiced by Sarah Michelle Gellar, modeled on Audrey Hepburn and looking for all the world like an almost-live Winona Ryder), the vain, doofus Prince Humperdink (Patrick Warburton), the Prince's resentful young servant Rick (Freddie Prize Jr.), Munk and Mambo and Seven Dwarfs with commando fantasies.

Rick is in love with Ella, who only has big Winona eyes for the idiot Prince. Rick also serves as the tale's sarcastic narrator, another overused element in supposedly with-it cartoons.

The trouble with trying to be with-it instead of satiric is that over the time it takes to get a feature animated (especially one like this, which switched from traditional 2-D to CGI just as production was starting), terms like ``as if,'' which comes out of the mouth of an Ugly Stepsister, have become lame.

So, too, seem biker chick witches (their brooms look like Harleys), ostentatious coaches that resemble stretch Hummers and triumphant declarations that it's time to party.

Directed by veteran animator Paul J. Bolger and produced by one of the ``Shrek'' guys, John H. Williams, this mostly German-made cartoon also suffers from pokey movement animation; everybody just walks funny, even when it's not intended. And character renderings clash too much; Ella and Rick are nearly photorealistic, Frieda and the Prince quite caricatured, the monster types could be from a horror movie, other critters are children's-book cute, et cetera.

Perhaps ``Happily N'Ever After's'' biggest problem, though, is that it wants to lampoon bedtime stories but refuses to go anywhere that kids under 6 won't be able to follow. It may satisfy the under-6 crowd with its bright colors and talking animals. But it's not much fun for the rest of the family.

Bob Strauss, [phone]

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HAPPILY N'EVER AFTER - Two stars

(PG: cartoon violence, rude humor)

Starring: Voices of Sarah Michelle Gellar, Freddie Prinze Jr., Sigourney Weaver, Andy Dick, Wallace Shawn, Patrick Warburton, George Carlin.

Director: Paul J. Bolger.

Running time: 1 hr. 27 min.

Playing: In wide release.

In a nutshell: Animated fairy tale mash-up is no ``Shrek.''

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Photo:

Mambo the Foxlike thing, and Munk the Pig wreak havoc on fairy-tale endings in ``Happily N'Ever After'' while their boss, the Wizard, is away.