STARDUST, a fairy tale for grown-ups, follows the adventures of a star that falls from the sky in the form of an ethereal blonde named Yvaine, whose magical abilities make her the target of various people with nefarious plans.

But it's the return of a star you already know and haven't seen much of in recent years that will leave you feeling dazzled.

Michelle Pfeiffer is deliciously evil as a witch who wants to cut out Yvaine's heart and eat it to gain eternal youth and beauty for herself and her sisters. (Well, mainly for herself.) She shows great comic timing and isn't afraid to play with her glamorous image, or look grotesque when her character, Lamia, is at her most decayed and desperate.

Rather, she seems to be revelling in such an unexpected turn, and the film's wildly vivid makeup and special effects bring her even more to life as Lamia morphs from wretched to ravishing and back again.

Based on the novel by Neil Gaiman, Stardust definitely has more than enough imagination and whimsy to keep you engaged. There's a long, stone wall that separates the English village of ¿ well, it's called Wall ¿ from the fantastic alternate universe of Stormhold. Goats get turned into people and people get turned into goats with the whip of a fingertip. Ghosts of murdered princes hang around and comment drolly on the action. And high up in the sky, a flying pirate ship collects lightning for sale on the black market.

This isn't self-serious, sword-and-sorcery stuff, though. While the tone in director Matthew Vaughn's film is firmly tongue in cheek in a way that's reminiscent of the classic The Princess Bride ¿ and a vast departure from his debut, the slick neo-noir Layer Cake ¿ the many overlapping plots and gags can get a little silly. Maybe that's the point, the increasingly madcap nature as a multitude of story lines ultimately collide, but the result feels a bit gratuitous. (Vaughn co-wrote the script with Jane Goldman.)

Stardust also calls to mind last year's Pan's Labyrinth ¿ not that it's even close to the masterpiece Guillermo del Toro created ¿ but merely in that it superficially appears to be suitable for the whole family, and it's really not. It's never as terrifying as Pan's Labyrinth but it does get dark; in a broader sense, though, kids just might not get a lot of the nuance. Their parents are truly the target audience here.

Also chasing Yvaine (a radiant Claire Danes) are several princes who seek her powers to ascend to the throne as king of Stormhold, as well as the love-struck shop boy Tristan (Charlie Cox), who finds her first and wants to bring her home to tiny Wall in the countryside to impress a snooty girl (Sienna Miller) he thinks is out of his league.

Danes, with long, straight platinum hair that accentuates her wide eyes and chiseled cheekbones, eerily resembles Gwyneth Paltrow. She and Cox have decent chemistry ¿ they enjoy your typical romantic banter, in which they initially bicker and get on each other's nerves, but it's only a matter of time before they fall madly in love and look forward to their happily ever after. As Tristan, the boyishly handsome Cox makes a smooth transition from insecure kid to swashbuckling hero.

The stellar cast, if you'll pardon the pun, also includes Peter O'Toole giving a rich performance in a brief deathbed appearance as the king of Stormhold, whose many sons (including Rupert Everett and Mark Strong) can't wait for him to die so they can bump each other off and take his place. Fellow veteran actor Ian McKellen serves as the film's narrator. And Ricky Gervais goes woefully underused in just a couple of scenes as an underground trader.

Then, as Captain Shakespeare, there's Robert De Niro, continuing his streak of comic roles that upend his tough-guy persona. In public, Shakespeare rules the skies in his pirate ship with his gruff, demanding voice and his cut-throat attitude. But privately, in his quarters . . . well, he's a different guy. We won't divulge the twist ¿ we'll just say it's an amusing idea that almost literally goes overboard.

Stardust, a Paramount Pictures release, is rated PG-13 for fantasy violence and some risqué humour. Running time: 125 minutes. Three stars out of four.