Ever After is a modern-day fairy tale set in olden times that succeeds primarily on the basis of three brilliant performances and two ingenious notions.

Notion No. 1 is that a young woman doesn't have to wait for a handsome prince to come along. That's not to say she won't find her prince; it's just that she might discover she's just as handy at handling the problems of everyday princedom as her potential paramour.

Notion No. 2 is that Leonardo da Vinci would have made a terrific comic sidekick had he been on hand when Cinderella (real name Danielle De Barbarac) found herself on the short end of her father's second marriage.

Brilliant performance No. 1 belongs to Drew Barrymore as the young woman who loses her father shortly after his remarriage. Barrymore, who can be unconvincingly cloying at times (You don't believe me? Check out Never Been Kissed), is just the opposite here: she's fresh and sincere and full of love waiting to happen.

But love won't happen if her stepmother, the Baroness Rodmilla De Ghent (Anjelica Huston in brilliant performance No. 2), has anything to say about it. That's because the Baroness has already decided whom the prince is going to marry: the Baroness' oldest daughter (Megan Dodds). The Baroness is ready to lie, cheat and steal from her own estate to make that match happen. And she does it with the perfect sneer on her face, the slightly ironic one Huston has perfected over the past 30 years.

Fortunately for Danielle, not everyone around her is caught up in the medieval world view of her stepmother. Da Vinci is in town, and he's got everyone off-balance with one invention or another, most notably his boat shoes, designed to let the not-so-divine walk on water.

Patrick Godfrey is at the top of his form as da Vinci, the most revisionist element in this revisionist fairy tale, delivering the goods and the film's best dialogue: "I will be remembered as the man who opened a door," he proclaims as he frees Danielle from the room where she's been imprisoned by her stepmother. (No, there are no Disney mice on hand here.)

Godfrey, who's best known for work in very unfunny films like Remains of the Day and Room with a View, turns the great artist-inventor into a kind of articulate Gabby Hayes -- an ingenious idea worthy of history's most ingenious character.

Wrap all this up in some picture-perfect photography of some of France's most picturesque landscapes and castles and you have the formula for a lot of fun, with a few side messages that almost, but don't quite, get in the way of Cinderella's shot at living happily ever after.

Admittedly, Ever After falls a bit short of four stars. Director Andy Tennant goes overboard in trying to sell Danielle as a sympathetic character, an effort that's totally unnecessary, then sells her short by letting her stand defenseless before the King and Queen of France. And at 121 minutes, Ever After runs a little long for most fairy tales.

But then Tennant had to find room for two ingenious notions and three brilliant performances -- two notions and three performances more than you'll find in most releases these days.

[ by Miles O'Dometer ]