PLOT: A runty pig discovers he's destined for the slaughter house, so his best friend, a spider, hatches a plan involving intricate webs and "miracles" to save his bacon.

Let's see. You've got live humans, farm animals who talk and bicker through CGI-manipulated mouths, and a little pig who discovers his "specialness."

I think I liked this version of Charlotte's Web better when it was called Babe.

A candy-floss-coloured kidflick with a squeaky-clean retro look, this adaptation of E.B. White's classic about a little girl, her pet pig and a spider who's out to save the pig's bacon, squeezes the most it can out of the sheer cuteness of animals.

It also bows to modern Hollywood convention, creating characters or beefing up relatively minor ones to jack the audience test scores with boys.

Hence, Templeton the Rat (already a scene stealer courtesy of Paul Lynde in the '70s animated classic) now practically shares top billing with Charlotte the spider (Julia Roberts, who'd be scary even without eight eyes). Here, he's manically voiced by Steve Buscemi, who does his own play-by-play through the entire movie, a gimmick that verges on annoying.

And then there's Elwyn and Brooks (Andre Benjamin and Thomas Haden Church) as bickering crows who evoke the jive-talking cartoon corvids in Dumbo.

Elsewhere, you've got a horse voiced by the horse-whisperer himself Robert Redford, two bickering geese voiced by Oprah and Cedric the Entertainer, and a very British sheep (John Cleese) doing a Life Of Brian turn trying to get his followers to stop following.

And, oh yeah, there's a story. Dakota Fanning in full dimple mode (think Amber Dempsey on The Simpsons) is Fern, the farmgirl whose tears save the runty newborn pig Wilbur (Dominic Scott Kay), at least long enough for him to discover the truth about what eventually happens to spring pigs.

As everyone who ever read the book knows, this is the cue for Charlotte to set her arachnid mind to work, spinning "miracles" in the form of webby endorsements of Wilbur's specialness (starting with "some pig" and moving on to words like "radiant" and "humble"). Parental alert: though she has a heart of gold, Charlotte is still a spider, and in closeup (or the scene where she drains a fly) might scare young children.

Given the cuteness and funniness of the animal segments, the scenes that take place entirely in the human world tend to suffer. At the screening I attended, these were the parts of the film where kids seemed to get antsy.

In the end, however, there's enough of White's original spirit that survives the Hollywoodization to keep the little girls happy. Director Gary Winick (13 Going On 30) has a knack for a kid's point of view, and a subtle hand for relationships. And if the other human characters aren't exactly fleshed out, Fern's connection to Wilbur is real and tangible, and the mortality-heavy ending (also true to the book) is guaranteed to affect kids and adults alike.

BOTTOM LINE: Live humans, farm animals who talk and bicker with CG-manipulated mouths, and a little pig who discovers his "specialness." I think I liked this better when it was called Babe. Hollywood has "butched" the book up a bit for boys, but there's enough left of the much-loved book for little girls to appreciate.

(This film is rated G)
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