Dir: Andrew Davis. US. 2003. 118 mins.

The second delivered film from Cary Granat's Anschutz-backed production outfit Walden Media (this time co-produced with Phoenix Pictures), Holes is that rare thing - a family film which treats its target young audience with respect and intelligence. Walden was formed in 2001 to make films "that educate, foster curiosity and an ongoing interest in learning" and Holes perfectly fits that remit. And what better partner for Walden than Walt Disney Pictures which is handling North American distribution of Holes and the company's first film Ghosts Of The Abyss' Disney had a surprise hit with the film over the Easter weekend, taking $17.1m in 2,331 theatres; last October it also bought most international rights on the film which should prove a solid if not spectacular draw for teens overseas who might find the Texas setting unfamiliar but the Disney brand reassuring.

Based on the best-selling 1998 kids novel by Louis Sachar which has been published in 30 countries outside the US, Holes is no school lesson but rather a humorous and engaging adventure recalling the best stories about kids from Tom Sawyer to Harry Potter. Boasting an excellent cast of youngsters supported by some salty character turns from the likes of Sigourney Weaver, Jon Voight and Tim Blake Nelson, it has the makings of a timeless family film.

Andrew Davis, the director of Under Siege, The Fugitive and Collateral Damage, makes his family film debut with Holes and is, for the most part, successful. He handles his cast with the attention so infrequently granted child actors in studio movies these days, and cleverly but not confusingly wraps the contemporary story in a complicated patchwork of back stories, historical anecdotes and flashbacks.

Length is an issue, however. At 118 minutes, it outstays its welcome, and, there are longueurs towards the end which almost erode some of its charm. That didn't harm it with domestic audiences, and with the first two Harry Potter movies pushing three hours apiece, who knows what kids will put up with these days'

Showing great composure in the leading role of Stanley Yelnats IV is 17 year-old TV actor Shia LeBeouf. Yelnats is the latest male in the family to suffer the family curse imposed on his great grandfather by a Latvian fortune-teller (played by Kitt).

Wrongly sentenced to time in Camp Green Lake, a correctional camp in the middle of the desert, for stealing some baseball shoes, Stanley straight away begins work digging holes in the sand to 'build character.' He gradually becomes friends with the other inmates - who go by the nicknames of Squid, Armpit, ZigZag, Magnet, X-Ray and Zero - and slowly starts to learn why The Warden (Weaver) wants these holes dug.

The secret to the mystery lies with the Old West story of Kissin' Kate Barlow (Arquette), an outlaw whose trademark is a lipstick kiss-mark on her victims.

The film manages to embrace issues of racism, illiteracy, poverty and injustice without ever getting preachy; that deftness of touch is helped by the deliciously comic presence of villains Mr Sir, the hapless, bewigged camp overseer played by Voight and Dr Pendanski, the bogus camp shrink.

Prod co: Walden Media, Chicago Pacific Entertainment, Phoenix Pictures.
US dist: Buena Vista.
Int'l dist: BVI, some territory sales: Summit Entertainment.
Exec prods: Marty Ewing, Louis Phillips.
Prods: Mike Medavoy, Andrew Davis, Teresa Tucker-Davies, Lowell Blank.
Scr: Louis Sachar, based on his own novel.
DoP: Stephen St John.
Prod des: Maher Ahmad.
Eds: Tom Nordberg, Jeffrey Wolf.
Mus: Joel McNeely.
Main cast: Sigourney Weaver, Jon Voight, Patricia Arquette, Tim Blake Nelson, Dule Hill, Shia LeBeouf, Henry Winkler, Nate Davis, Rick Fox, Eartha Kitt, Siobhan Fallon Hogan, Khleo Thomas, Brenden Jefferson