It's said that when composer Richard Rodgers first heard Peggy Lee's highly reconceptualized recording of "Lover" he exclaimed, "What have they done to my little waltz?" Author Roald Dahl (1916-90) lived to see his 1964 book "Charlie and the Chocolate Factory" become a pleasant, if flat, 1971 movie called "Willy Wonka and the Chocolate Factory," which introduced the song "The Candy Man." We can only conjecture, of course, but I suspect he'd be more pleased than not with Tim Burton's extravagant new two-hour "Charlie and the Chocolate Factory." There can be little doubt that it droops a bit in its overlong second half and that the eccentric chocolatier Willy Wonka (Johnny Depp) is all too gleefully sadistic toward the obnoxious children he encounters -- all of them living arguments to for judicious paddling. And I suspect that Dahl would agree that for all the emphasis on pro-family sentiments, such moments feel hollow, as if they'd been grafted on to a more wicked conceit as an afterthought to satisfy the book's readers and the film's family constituency. And there's the rub. The PG-rated picture may score big with audiences, but it seems like the kind of film that in the 1970s and '80s might have been a hit on the midnight cult movie circuit alongside "The Rocky Horror Picture Show" and a favorite with the "high" audiences who embraced "Fantasia" and "Alice in Wonderland" with a hazy rapture Walt Disney never envisioned. Production designer Alex McDowell's stylized sets recall both German expressionism and opulent Color by Technicolor Hollywood musicals of the golden years. Willy is a piece of work. Depp seems to have based the look mainly on Michael Jackson (pasty skin, ethereal softness) and his manner on a combination of Jackson, Richard Simmons and Pee-wee Herman. Willy is a gleefully demented and bitter man-child who wears a top hat atop his longish red hair, huge dark goggles and purple gloves. He carries a walking stick. Long alienated from his dentist-father Dr. Wonka (Christopher Lee), Willy has become a recluse whose live-in employees are little people called Oompa-Loompas (all played in closeups by Deep Roy). Eager to sample the personality styles of five children, one of whom might succeed him in running the magical chocolate factory, Willy contrives to invite for a tour five children from the Western world who find gold passes in their chocolate bars. Each is permitted one adult escort. Four of the winning children are brats of the first order: The gluttonous German Augustus Gloop (Philip Wiegratz) with mom (Franziska Troegner); the demanding British snip Veruca Salt (Julie Winter) with billionaire dad (James Fox); aggressive Denver video-game creep Mike Teavee (Jordan Fry) with dad (Adam Godley), and gum-sloshing Atlanta nightmare Violet Beauregarde (Annasophia Robb, who calls to mind child murderess Rhoda in "The Bad Seed") with mom (Missi Pyle). Our sympathies only can be with angelic Charlie Bucket (Freddie Highmore), who loves his impoverished parents (Helena Bonham Carter and Noah Taylor) and their parents (David Kelly, Liz Smith, Eileen Essell and David Morris). The whole extended Bucket clan shares a lopsided shack that is on the verge of collapsing. Charlie's guardian for the factory visit is Grandpa Joe (Kelly, forever endeared to anyone who saw "Waking Ned Devine"). The menacing odyssey in "Chocolate Factory" may remind some of the peril in "The Wizard of Oz." The new film even has a few musical sequences, composed as the rest of the score is by regular Burton collaborator Danny Elfman. I was concerned that a couple of scenes might be too intense for the 6-year-old who accompanied me, but he watched with interest, not fear. You might wonder, though, how, in a film that is quite obviously set in an urban region of the United Kingdom, the British-born Willy Wonka sounds like a Floridian. No problem. Better to do no accent than a distracting one. Connections Freddie Highmore, who plays Charlie Bucket, acted opposite Johnny Depp when they played Peter Davies and author J. M. Barrie, respectively, in "Finding Neverland" (2004). Depp encouraged director Tim Burton to hire the boy. "Charlie and the Chocolate Factory" is the fourth of five films to date on which actor Depp worked with Burton. They collaborated on "Edward Scissorhands" (1990), "Ed Wood" (1994), "Sleepy Hollow" (1999) and the animated feature "Corpse Bride," scheduled for September release. Additional Information:

Details

'Charlie and the Chocolate Factory' Director: Tim Burton Stars: Johnny Depp, Freddie Highmore, David Kelly MPAA rating: PG for quirky situations, action and mild language

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