Michelle Pfeiffer is deliciously evil as a witch who wants to cut out Yvaine's heart and eat it to gain eternal youth and beauty for herself and her sisters. (Well, mainly for herself.) She shows great comic timing and isn't afraid to play with her glamorous image, or look grotesque when her character, Lamia, is at her most decayed and desperate.

Rather, she seems to be reveling in such an unexpected turn, and the film's wildly vivid makeup and special effects bring her even more to life as Lamia morphs from wretched to ravishing and back again.

This isn't self-serious, sword-and-sorcery stuff, though. While the tone in director Matthew Vaughn's film is firmly tongue in cheek in a way that's reminiscent of the classic "The Princess Bride" - and a vast departure from his debut, the slick neo-noir "Layer Cake" - the many overlapping plots and gags can get a little silly. Maybe that's the point, the increasingly madcap nature as a multitude of story lines ultimately collide, but the result feels a bit gratuitous. (Vaughn co-wrote the script with Jane Goldman.)

Also chasing Yvaine (a radiant Claire Danes) are several princes who seek her powers to ascend to the throne as king of Stormhold, as well as the lovestruck shop boy Tristan (Charlie Cox), who finds her first and wants to bring her home to tiny Wall in the countryside to impress a snooty girl (Sienna Miller) he thinks is out of his league.

The stellar cast, if you'll pardon the pun, also includes Peter O'Toole giving a rich performance in a brief deathbed appearance as the king of Stormhold, whose many sons (including Rupert Everett and Mark Strong) can't wait for him to die so they can bump each other off and take his place. Fellow veteran actor Ian McKellen serves as the film's narrator.