Charlie Bucket (Freddie Highmore of "Finding Neverland") is a caring, good natured boy from a poor family, who wears tattered clothes, lives in a ramshackle house, and endures a steady diet of cabbage soup. He gets one bar of chocolate candy a year, on his birthday. Things change when Willy Wonka (Johnny Depp, also of "Finding Neverland"), head of the very popular Wonka Chocolate empire, announces a contest in which five gold tickets have been hidden in chocolate bars and sent around the world. The kids who find the tickets will be taken on a tour of Wonka's magical, mystical chocolate factory and get a special glimpse of the wonders within. Lovable Charlie becomes the equivalent of a lucky lottery winner, along with four obnoxious children.

His parents, Helena Bonham Carter ("Big Fish") and Noah Taylor ("Vanilla Sky") are the loving supporting folks that every child deserves to have. Both know how to put the best face on being dirt poor, even when Mr. Bucket loses his job at the toothpaste factory. Also living with them are other doting, elderly relatives, one of whom is Grandpa Joe (David Kelly of "Laws of Attraction"), a long ago Wonka factory employee. Grandpa goes along as Charlie’s chaperone on the tour.

Unlike Charlie, Willy’s upbringing was not so supportive. His father

(Christopher Lee, Count Dooku in "Star Wars: Episode III- Revenge of the Sith") was a dentist, who would not allow Willy to eat candy at all; even pitching his Halloween treats into the roaring fireplace. Miraculously one piece of chocolate survived and when Willy ate it, he was hooked for life. Young Willy was a sight to behold and was effectively a tortured child, forced to wear a contraction on his head that made him look like Anthony Hopkins in "The Silence of the Lambs." Child friendly braces these were not.

And so began Willy Wonka’s obsession with chocolate, until he became the most successful chocolate maker in the world. Wonka’s factory is now run by a chorus of identical-looking, singing and dancing workers, called the Oompa Loompa (Deep Roy of "Big Fish").

The blend of fantasy and live acting was wonderful. Director Tim Burton’s ("Big Fish," "Planet of the Apes," "Sleepy Hollow") flair for the absurd is as evident as ever. The movie without doubt has a certain amount of being "out there" to it. Depp carries the film much as he did in "Pirates of the Caribbean: The Curse of the Black Pearl." He slips into the character of Willy Wonka as easily as he dons the top hat, giving the ageless entrepreneur a smooth-skinned, androgynous persona. Deep Roy and his musical numbers were a little wearing to us, but it does make its point with the songs about the naughty children.

The film operates on at least three levels of awareness, with adults recalling their own childhood and the clear reference to scenes from "2001: A Space Odyssey." The story appeals to young children as a fantasy reminiscent of the ride at Disneyland’s "It’s a Small World." Older kids are subtly asked to look in the in the mirror and ask what kind of person they are. While Charlie is a great kid, such is not the case of the other four.

The imagination and depth of important character traits of pre teens makes the movie a standout. Annasophia Robb ("Because of Winn Dixie"), is an overly competitive gymnast. Julia Winter demands, as a salty, spoiled "I want everything" brat from England. Philip Wiegratz stuffs his face as a greedy porker of a kid from Germany. And Jordon Fry, a violent video game fanatic, with the potential to become a Columbine type killer, all get their comeuppance in not so nice ways.

They, along with Charlie, get what they deserve. In Charlie’s case, because he’s a great kid, positive things happen to him. The consequences dealt to the vengeful children, lend the film a darkness in tone intermixed with the Disney-like fantasy world inside the factory doors. For very young kids, think of this as a PG-13 film. If you are having behavioral issues with a pre teen, they might get a message here that you or the local school counselor is unable to convey. The sweet chocolate factory has something for everyone.