Not since 1987's "The Princess Bride" has a fantasy film so tickled both my funny bone and my imagination.

Full of swashbuckling pirates, damsels in distress, witchcraft, evil princes and dashing heroes, "Stardust" is a rare treat in a genre which is in danger of becoming bogged down with fantasy films which rely too much on special effects and not enough on classical storytelling to capture the audience's attention.

While there are certainly special effects in "Stardust" (lots of magical transformations and sorcery), it is the snarky tongue-in-cheek humor layered over a solid plot line full of intrigue which really makes the film stand apart from such mediocre fantasy epics as last winter's "Eragon."

But this is not your typical fairytale where the hero and heroine share a chaste kiss at the end of the film. Rather the hero of our tale, Tristan (Charlie Cox, "Casanova") is the product of a one-night-stand his father had as an adventurous young man with a beautiful woman held captive by an evil old hag.

 Young Tristan is raised by his father in the quaint English village of Wall, named so for a mysterious wall which lies just outside the village boundaries. Unbeknownst to the villagers of Wall, the wall separates the real world from the magical kingdom of Stormhold where the old king (Peter O'Toole) lies on his deathbed.

According to the kingdom's tradition, a prince can only be crowned king after he has killed all of his brothers. Unsatisfied with his remaining sons (three have already been killed) O'Toole decides to test them additionally by casting his ruby necklace into the sky. Unbeknownst to him the necklace knocks a star named Yvaine from her place in the sky.

Yvaine's fall from the sky is witnessed by Tristan and an ancient witch named Lamia (Michelle Pfeiffer, "Hairspray") who both set out to capture it for very different reasons. Tristan impetuously promises the star to the village beauty Victoria (Sienna Miller, "Factory Girl") and so crosses the wall to fetch it. Lamia, however, wants to consume the star's heart in order to restore herself and her two witch sisters to their former youth and beauty.

Yvaine, played by Claire Danes ("The Family Stone"), at first wants only to get back home but soon finds herself drawn to the young Tristan who transforms throughout the film from a somewhat nerdy shop boy to a dashing swashbuckler who bravely defends her honor.

Though the two leads, Cox and Danes, give generally strong performances, they are outshined by their fellow, more experienced actors. Pfeiffer's portrayal of the 400-year-old-Lamia - who is at times slightly campy and more than a little terrifying - is the clear star of the film.

O'Toole's brief cameo as the corrupt and crafty old king is a delight. Robert De Niro's portrayal of the pirate Captain Shakespeare, who has a penchant for dressing in drag and dancing the can-can, is a hoot and a half.

Directed by Matthew Vaughn ("Layer Cake"), the film's pacing moves briskly along from start to finish. The lighter comedic scenes involving Yvaine, Tristan and Shakespeare are interspersed with darker ominous scenes of Lamia and her rival, the malevolent prince Septimus (Mark Strong, "Tristan & Isolde") - who is also determined to capture Yvaine - as they close in on their prey.

While scenes of fratricide and dark witchcraft probably mean that "Stardust" is a little too much for the "Dora the Explorer" set to handle, this film otherwise has something to offer all age groups.