OVER THE HEDGE — *** — Animated feature starring the voices of Bruce Willis, Garry Shandling, Steve Carell and others; rated PG (violence, vulgarity).

Judging by their performances, the voice cast for "Over the Hedge" clearly had a good time making the film.

As a result, audiences — especially the younger, obviously targeted ones — will have a good time watching it.

It's certainly smarter and funnier than the recent "Ice Age" sequel, which was essentially one joke stretched out over 90 minutes. It's also an improvement on last year's mildly diverting "Madagascar," which came from the same studio, DreamWorks.

In addition to a few laugh-out-loud moments, this animated comedy actually manages to say something about the perils of our own modern-day, consumerist society. (Though it's not done in a way that's too overt or preachy.)

"Over the Hedge" is based on the daily comic strip by Michael Fry and T Lewis, and it stars Bruce Willis as the voice of RJ, a resourceful raccoon.

RJ accidentally destroyed the winter food stash for a hibernating black bear named Vincent (voiced by Nick Nolte). Vincent isn't pleased, and he's given RJ a week to replace all of the food.

Luckily, RJ stumbles onto a "family" of foraging forest animals, led by Verne (Garry Shandling), an overly cautious turtle. Verne and the others are disturbed by a mysterious hedge that appeared while they were hibernating.

As it turns out, the hedge divides their forest and a new planned community, which may provide the solution to RJ's problems.

Co-screenwriter/co-director Karey Kirkpatrick also wrote DreamWorks' clay-animated 2000 comedy "Chicken Run," though this CGI-animated piece is a little busier and more frantic than that is.

But he and co-director Tim Johnson do give nearly all of the vocal cast moments to shine. Among the talented folk voicing the animals are Steve Carell, Eugene Levy, Catherine O'Hara, Wanda Sykes and William Shatner. (Allison Janney and Thomas Haden Church voice two of the human characters.)

And Willis came in as a replacement for Jim Carrey, who was originally cast as the voice of RJ. But the sometimes-hyperactive comic actor Carrey couldn't have done a better job than Willis.

Also, Carell does all he can to steal the film as the voice of Hammy, a hyperactive squirrel that gets some of the bigger laughs.

"Over the Hedge" is rated PG for scenes of animated violence and peril (including animal violence, vehicular violence and explosive mayhem, most of it done for laughs), crude bodily functions gags and references, and glimpses of a turtle's back side. Running time: 87 minutes.

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E-mail: jeff@desnews.com