A delightfully enchanting family fantasy, "A Little Princess" has all the earmarks of a classic, and one can only hope it doesn't get blown out of the water by the big-budget blockbusters it is going up against.

The basis is the same children's novel by Frances Hodgson Burnett ("The Secret Garden") that was adapted in 1917 for Mary Pickford, then again in 1939 as one of Shirley Temple's most famous vehicles.

The story centers on young Sara Crewe (Liesel Matthews), who lives a privileged life in Colonial India with her father (Liam Cunningham), a British soldier. When he is called to war, Sara finds herself in a strict boarding school. (For some reason, this version changes the locale from Victorian London to 1914 New York City.)

After she bids farewell to her father, Sara quickly discovers that the headmistress (Eleanor Bron) is ridiculously stern. Her idea of teaching the girls discipline is repression.

But Sara has an escape valve — her vivid imagination. This is demonstrated in the film's opening moments as she spins a tale of Prince Rama (also played by Cunningham), in colorful Arabian Nights fashion, which is colorfully acted out in pantomime.

As she settles in, Sara manages to win over most of the girls and helps them climb out of their shells by sharing her stories with them. She also befriends a black servant girl named Becky (Vanessa Lee Chester), despite being ordered not to fraternize with her.

But about halfway through the film, tragedy strikes and Sara goes from being the pride of the school to the shame of the school, as the headmistress puts her down and keeps her down.

As a result, Sara's imagination begins to wane and she becomes depressed. But thanks to Becky and a wise Indian servant (Errol Sitahal) who lives next door, Sara's life takes a turn that parallels the Prince Rama fables.

Director Alfonso Cuaron has made a very visual film, working carefully with his cinematographer and set designers to re-create Old World New York and the fantastic fantasy sequences.

The performances are all first-rate, including the children. Special notice should be given Eleanor Bron, however, who may still be best-remembered as the duplicitous exotic spy in the Beatles' second film "Help!" She is deliciously wicked here.

Beautifully crafted, lovingly detailed and filled with heart and humor, "A Little Princess" is a terrific companion piece to the recent adaptation of "The Secret Garden," and is not just for children.

Adults who yearn for something that hearkens back to the kind of cinematic storytelling that once was a staple of the Hollywood Dream Factory should run, not walk to this one.

"A Little Princess" is rated G but does have some wartime violence and scary fantasies.