The tone of "Penelope" is set by those age-old words at its start: "Once upon a time ..."

A 19th-century affair between a society swell and a servant girl ends in shame, tragedy and death -- hers -- and a witch placing a curse on the moneyed Wilhern family. The next daughter born into the aristocratic line will bear the face of a pig.

After many male children and some hanky panky that leads to a false sense of relief, Franklin and Jessica Wilhern (Richard E. Grant and Catherine O'Hara) give birth to a girl named Penelope with the unmistakable nose and ears of a pig.

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'Penelope'

3 stars = Good
Ratings explained

• Starring: Christina Ricci, James McAvoy
• Rating: PG for thematic elements, some innuendo and language.
• Web site: penelopethemovie.com

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It's medically impossible to fix the nose without killing the child, so she's stuck with it.

When rumors of a "pig-faced girl" surface, the tabloids start sniffing around and Penelope's parents make her disappear. Penelope (Christina Ricci) learns to entertain herself in a playful attic bedroom, but when she turns 18, her parents hire a matchmaker to find her a husband and break the curse. Potential mates, however, flee in horror.

That is the setup for a scheme involving a blue-blooded suitor (Simon Woods), a newspaperman (Peter Dinklage) and a gambler (James McAvoy) who agrees to try to snap a photo of Penelope in exchange for some cash. The hired gun takes a liking to Penelope, but the fairy tale soon fractures.

Before it's all over, though, the story examines curses and the power we give them, the importance of liking who you are and what happens if you hide behind the walls of a mansion, the fabric of a woolen scarf or a false front.

It also nails a culture that demonizes and celebrates with whiplash speed; the news media can have a love-hate relationship in just a couple of cycles these days.

"Penelope" is like an extended bedtime story for tweens and up. It's very slight, but it's puffed up with a quirky cast, London locales and a production design that allows the film to cast a fairy-tale spell. Penelope's bedroom, for instance, is like a gilded cage for a friendless girl, and her costumes have a storybook quality to them.

Directed by first-timer Mark Palansky and written by Leslie Caveny, a producer on "Everybody Loves Raymond," the movie makes the point that you don't need a pig's snout planted in the center of your face to be unhappy with yourself.

As for that nose, it's on the nose. Even if you stare at it, to the exclusion of everything else on screen, it's hard to see how or where it's been attached because the makeup is freakily flawless.

Ricci is the sturdy thread that holds this rather flimsy garment of a story together, and she's helped by the likes of "Atonement" star McAvoy, producer Reese Witherspoon in a small role as a delivery girl and Dinklage, sporting an eye patch for much of the movie.

Its message is far from new, a cross between wisdom from "The Wizard of Oz" and "Mister Rogers' Neighborhood." But like the fairy tales of old, there is a prospect of a happily ever after.