Perhaps the 3-D glasses should have served as a warning that Tim Burton's rendition of Alice in Wonderland would be, as one audience member put it, "the worst thing I have ever seen." Because Burton's films are often full of strange, giddy yet somewhat dark humor and eerie, slightly psychologically unsettling material, it seemed his style would complement the Alice stories beautifully. Somehow, though, Burton manages to suck all the captivating whimsy out of Lewis Carroll's Alice books and instead creates an action-adventure film embracing cliché themes such as the importance of teamwork and friendship.

The film begins with a grown-up Alice (Mia Wasikowska), who at a formal dinner party of sorts, is proposed to by a fancy, rich, and otherwise completely unappealing man she does not wish to marry. Flustered, Alice flees to the woods and spots the same white rabbit she chased into Wonderland as a child; she follows him and returns once more to Wonderland. This is already a somewhat annoying plot.

Tim Burton attempts to make the film action-packed and frightening. He incorporates big, fast, scary 3-D monsters; a destiny foretold by an unexplained scroll that involves Alice slaying the Jabberwocky and freeing Wonderland from the tyrannical rule of the Red Queen (Helena Bonham-Carter); and super-long, epic battle scenes between good and evil, like those in The Lord of the Rings.

The Alice books are adventurous and frightening, but in a totally different way. The books are scary in that they are psychologically unsettling: they push comfort zones with bizarre imagery and a complete absence of any logic or order. In the books, the characters Alice meets are always misunderstanding her, disappearing, and leaving her lost, anxious, and apparently stranded forever in a strange world. To the reader, this is frightening in a way that is not driven by over-the-top spectacle. Burton's characters readily help Alice in her noble quest of slaying the Jabberwocky. They are not really mad at all, especially not the Mad Hatter (Johnny Depp), who may or may not have subtle romantic feelings for Alice.

Burton pays homage to Disney's Alice in Wonderland, incorporating moments from the classic film and doctoring them up with 3-D action. In the Disney version, Alice falls down the rabbit hole slowly and musically, passing teapots and tables in wonder, with her skirt acting as an umbrella. She then experiences absurd, dream-like anxiety as she shrinks and grows and loses keys in an attempt to fit through a tiny talking door to Wonderland. In Burton's version, Alice flies down the rabbit hole as if it were a roller coaster, careening wildly down toward a room where she then goes through the Disney actions exactly, but in a way that is devoid of the original charm.

As the film goes on, it becomes clear that it is only going to get worse. It is confusing how a film by a talented filmmaker and adapted from a beloved story could turn out so disappointingly. There are some visually pleasing moments, but this seems like a small consolation. However, the film is at least interesting in that it shows us what happens when we take a wildly imaginative, beloved nineteenth-century tale and cram it into the action-oriented, spectacle and special-effects obsessed, cliché-embracing framework of contemporary American film (think Transformers). The viewer is invited to consider why these two modes do not mesh, and how storytelling has progressed, or at least changed, from Carroll's nineteenth-century novels to Burton's twenty-first century films.