Taking cues from Beauty and the Beast and Cyrano de Bergerac; director Mark Palanksy debuts with a slight; if fanciful confection. Produced by Reese Witherspoon and written by Leslie Caveny; Penelope begins with the phrase; "Once upon a time...;" making it clear the proceedings owe more to fantasy than reality. Due to a family curse; Ricci's sweet-natured heiress sports a pig snout instead of a normal nose. Since surgery isn't an option--it would sever her carotid artery--her parents (Christopher Guest favorite Catherine O'Hara and an underused Richard E. Grant) hide her from the world for 25 years. Penelope can only break the spell through "one who will love her faithfully;" but none of the local bluebloods will have her. One fateful day; while her face is hidden; she meets musician-turned-gambler Max (Atonement's James McAvoy in a winning performance). Sparks fly; until she finds he's only cozying up to her on orders from tabloid reporter Lemon (The Station Agent's Peter Dinklage); so Penelope runs away from home. The city she enters looks much like modern-day London--Am?lie's Michel Amathieu served as cinematographer--except most everyone speaks with an American accent (then again; the film is a fable). The aspiring horticulturist befriends spunky courier Annie (Witherspoon) and reconnects with Max; who harbors secrets of his own. Once people become accustomed to her unconventional looks; Penelope's future starts to brighten. Like Enchanted; Palanksy's first feature gives the romantic comedy a refreshing--and empowering--fairytale twist. --Kathleen C. Fennessy