"Holes" is that increasingly rare family film that treats its viewers—young and old—with respect and intelligence. Aside from a handful of unnecessary jokes concerning body odor and flatulence, director Andrew Davis (2002's "Collateral Damage") refuses to dumb the proceedings down with the sort of juvenile humor normally found in this genre. The movie is based on the award-winning 1998 young adult novel by Louis Sachar, and apparently has a fairly large following, much like J.K. Rowling's "Harry Potter" series, although what the attraction is for its target audience is not instantly clear. For one, the narrative challenges by being told chronologically out-of-order, and two, it concerns little more than a group of teenagers digging holes in the desert mixed with a 19th-century interracial love story. Not exactly conventional kiddie fare, but it nonetheless captures their imaginations.

The present-day story is simple enough, although as its mysteries are uncovered things grow more complex. The palindromically-named Stanley Yelnats IV (Shia LaBeouf), who comes from a long line of Yelnats', each of which have seemingly fallen under a family curse put upon an ancestor back in the 18th century, finds himself in hot water after being wrongfully accused of stealing a pair of shoes. In lieu of going to prison, Stanley is sent to Camp Green Lake, an ironically titled juvenile detention facility because of its location in the very dry, very dusty desert.

Headed by the tyrantial Warden (Sigourney Weaver), her right-hand man, Mr. Sir (Jon Voight), and the unstable doctor, Mr. Pedanski (Tim Blake Nelson), the camp's twisted idea of character-building is to, every day, send its inmates out into the desert to build five-by-five-foot holes. What Stanley and his comrades, including fast friend Zero (Khleo Thomas), don't realize is that their superiors are using them as slaves to find a treasure left behind by 19th-century schoolteacher-turned-outlaw Kissin' Kate Barlow (Patricia Arquette).

"Holes" weaves back and forth through no less than three different time periods and stories, a constructively tricky setup for a family film that actually strengthens rather than hinders its flow. This is because, with so many plot threads going on at once, the viewer is deceptively led to believe more is going on than there actually is. Despite running two (relatively fast) hours, very little actually occurs. Tellingly, the major plot points that occur around lead protagonist Stanley could be recounted verbally in less than a thirty seconds.

This criticism is not meant to prove that "Holes" is a waste of time, or a failed adaptation. Quite the contrary, the screenplay is written by original author Louis Sachar, who surely knows more than anyone how to translate his own story's offbeat characters and hints of magic realism to the screen. For fans of the book, this mostly faithful cinematic equivalent is bound to satisfy and entertain. While there is enough intrigue and charm to avoid neglecting the uninitiated, one must wonder just how much others will be won over. The plot, despite its imaginative interludes, is rather formulaic fodder; having not read the novel, I can only predict that it was Sachar's savvy and assured prose that made it such a popular and acclaimed read.

Young newcomers Shia LaBeouf (TV's "Even Stevens") and Khleo Thomas (2002's "Friday After Next"), as Stanley and Zero, give easygoing, unaffected performances, and it is their authentic, loyal friendship that is the heart of the picture. The other teen characters, with names like Magnet, X-Ray, Zig-Zag, and Armpit, barely have anything to do with the story at hand, casualties of a very misguided trailer that promised them major slapstick roles. In actuality, almost no slapstick at all is found in the film's entirety. Sigourney Weaver (2001's "Heartbreakers"), as the Warden, a woman who paints her fingernails with rattlesnake venom, and Jon Voight (2001's "Ali"), as Mr. Sir, who intentionally hides his real name because of its feminine sound, seem to enjoy broadly playing their bad-guy roles without wavering into easy caricatures. And as Kissin' Kate Barlow, a victim of her time who turned to crime after her black lover was executed, Patricia Arquette (2000's "Little Nicky") is compelling in slightly underwritten flashbacks.

Due to its poor, silly advertising campaign, "Holes" surprises by being a much better movie than expected. Perhaps that was studio Walt Disney Pictures' goal; by setting expectations low, they are able to topple expectations. There is a lot to admire in "Holes," such as director Andrew Davis' focused direction, LaBeouf and Thomas' fine performances, and a shifting tone that nicely mixes comedy with low-key drama. Nevertheless, I am left without an explanation for why this particular premise has captured children's attention. Unlike "Harry Potter," "Holes" is bereft of otherworldly creatures, special effects, and action. Perhaps children simply appreciate not being talked down to, something "Holes" refreshingly avoids. In the end, the finished product makes for a captivating experience for pretty much any audience, but one that doesn't lead terribly far through the course of its running time.