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 Speed Racer (Emile Hirsch, "Into the Wild") is the middle brother in a family-owned and -operated race team that includes older brother Rex (Scott Porter, "Friday Night Lights"), always bubbly Mom (Susan Sarandon, "Thelma & Louise"), family patriarch Pops (John Goodman, "The Big Lebowski"), smart-aleck younger brother Spritle (Paulie Litt, "Jersey Girl") and lovely girlfriend Trixie (Christina Ricci, "Black Snake Moan").

 As a child, Speed is the prototypical gear head who fantasizes about racing. Rex takes Speed to the track after school and the two form a tight bond, but after a racing accident leaves Speed void of a hero, he grows to take over as the family's answer to big-time auto racing. Displaying even more raw talent than his legendary brother, Speed chases Rex's demon throughout the movie, eventually stepping out into the cut throat world of sponsor based professional racing.

After he turns down a lucrative driving contract with heavy hitter Royalton Industries, Speed learns the racing industry isn't what he thought it was. Speed becomes jaded at the thought that the World Racing League's Grand Prix is fixed and vows to expose the truth.

Royalton promises to destroy Speed's racing career and ruin his father's good name. To stop him, Speed and fellow rival Racer X (Mathew Fox) must team up to win The Crucible, the cross-country race that incidentally took his brother's life.

Aided by Trixie, Speed defies his father to enter the dangerous, no holds barred race in an attempt to reveal that Royalton is a slick, no good trickster with too much power.

Only by winning the Grand Prix can Speed truly achieve his goal. In true cartoon style, Speed enters the Grand Prix in the nick of time, beats the bad guys, wins the girl and comes full circle to resolve his brother's death.

The good: This movie is supposed to be a live action cartoon using real people. Fair enough. In that regard, the Wachowski brothers deliver the goods. There is no question the brothers W have cinematographic skills - mad skills. The story itself is what you would expect in a cartoon, plenty of cheese and a witty animal sidekick (Spirtle's chimpanzee Chim-Chim). Actually, Litt's performance as Spritle is right on. He plays off his partner Chim-Chim perfectly, reminiscent of Gene Wilder and Richard Pryor in "Stir Crazy."

 The bad:

Some of the CIG animations border on seizure inducing. There seems to be a bit of indecision when to go to crazy faux scenes and when to make something like the stadiums look realistic. The animated Mach 5 Speed drives looks way cooler than the real one they use for some scenes, but that's just being picky. But hey, at least the Batmobile spewed real flames.

 The ugly:

It's important to understand that I took my 5-year-old niece to this movie because she thought it would be cool to see with her uncle Josh. This is my version of a disclaimer and it only serves notice for one thing. Five-year-olds lose interest 30 minutes into this flick - if you're lucky. The trailer captured her imagination, but the movie threw it out the window with all of the adult commentary. This movie should have been 90 minutes with more racing and less talking. Young children don't care about the back story and the emotional molding of characters. They want action.

Bottom line: The Wachowski brothers will always live in their own shadow. "The Matrix" is their "Citizen Kane." If you can get past that, you can enjoy this movie for what it is.

 Grade: B-

 "Speed Racer" is rated PG for sequences of action, some violence, language and brief smoking.