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"You offend reason, sir."

For the record, up to now I have disliked Peter Pan in both its popular incarnations -- I am not too fond of J.M. Barrie's source novel (originally a play), and I thought the 1953 Disney animated feature was a work of thorough mediocrity. I've been blaming the story itself, which is uncomfortably bizarre and more than a little creepy, and unlike most works of fantasy, it has utterly failed to involve me. So it shocked me more than it will most that this new live action version is actually a good film, and almost a great one. At a time when many family films are toothless, harmless adaptations of beloved lore, this Peter Pan actually expands the story (at least the one that has infiltrated popular culture), builds on it, makes it smarter.

The opportunity was surely there for the film to be toothless and commercial -- as I mentioned, the story can be as vapid as you want it to be. But writer-director P.J. Hogan (My Best Friend's Wedding) and his co-writer Michael Goldenberg (Contact) have the courage to imagine Peter Pan as a tragic figure, the ultimate narcissist. He escapes to Never Never Land because he refuses to acknowledge the existence of other people and the fact that his actions affect them. And it is up to Wendy, the imaginative young girl he recruits to fly away with him, to show him that, for better or worse, he is not alone.

That on its own is pretty daring, but Hogan makes an even gutsier, more potentially dangerous move. His film is essentially plotless, focusing instead on the protagonist's dynamic character arc. How neat to see a family movie eschew narrative convention in favor of character development, and still retain its status as a family movie. Even more intriguing is the fact that Peter doesn't necessarily learn the lessons you would expect him to learn, and the ending wasn't the saccharine ditty I was dreading; it is closer in spirit to Barrie's than I ever thought a studio film would allow.

Strikingly, Peter Pan is also an adult work, filled with enough subtext to make your eyes pop; it's not always coherent subtext, often amounting to little more than Freudian mish-mash, but it's always interesting in its very audacity. When Wendy arrives in Never Never Land, the rest of the children start calling her and peter "Mother" and "Father." The film suggests that Peter and Hook are essentially one and the same, equals on opposite sides of the spectrum, two people who have over-indulged in their fantasies. It's no coincidence, after all, that Hook and Wendy's decidedly normal father are played by the same actor. Hook, by the way, is an uncommonly brutal villain here, dispatching his adversaries with point-blank gunshots, sending them to their deaths without even blinking.

Peter Pan is played by the fourteen year-old Jeremy Sumpter, who transcends his cheesy costume and creates a compelling, unsentimental character. In the hands of someone less competent, many scenes would have turned to goo or worse, but Sumpter has a manner that turns the lame into the unexpectedly charming. And then there's Jason Isaacs, who has become the go-to guy for sneering villains, and his Hook is a violent malcontent, irritated that though he's followed the same course as Peter, he was handed a crummy fate.

The $100 million film has no ambitions of realism, creating its own universe rather than pretending to operate in ours. Never Never Land looks like Never Never Land might, not like some CGI artist's conception of what looks awesome. Indeed, there is little here to make you ooh and aah, but that's not really the point anyway. The art direction is methodical and cohesive, and appropriately, Never Never Land never becomes a place you think you could visit. Because you can't.

Peter Pan is impressive in its emotional and thematic scope, recognizing the sexual tension between Peter and Wendy, unexpectedly connecting Peter and Hook, developing the subplot of Tinkerbell's jealousy and, finally, suggesting that Peter Pan is in a self-created purgatory that he cannot escape. I don't think anyone expected this.