With a cast of 12 pert little girls who seemingly have been encouraged to lisp, and with a primness that outlasts the film's ingenuity, this "Madeline" is best watched by viewers who approach the material in a state of pre-adoration. Anyone else will begin to wish that a 13th, hell-raising little iconoclast had been thrown into the mix.

To its credit, "Madeline" features the work of talented individuals whose specialties are beyond the realm of adorable children's stories and whose presence creates an element of surprise. For instance, Frances McDormand plays Miss Clavel, the nun who is the little girls' mother hen, within the narrow limits of the picture-book character. Yet she adds a wide-eyed astonishment and a flinging of hands that give Miss Clavel as much spirit as her young charges.

Nigel Hawthorne brings a note of melancholy to Lord Covington, a k a Lord Cucuface, who serves as the story's villain, and Stephane Audran appears briefly as his elegant wife.

The director, Daisy von Scherler Mayer, is known for "Party Girl" with Parker Posey rather than for treacle. The production designer, Hugo Luczyc-Wyhowski, has worked on "Nil by Mouth" and "The Music of Chance" in a very different vein, while cinematographer Pierre Aim shot Mathieu Kassovitz's starkly black-and-white "Hate." Together they give this film a spare visual sophistication that is of much more interest than its heroine, played with much spunk by Hatty Jones. Production notes describe Ms. Jones as "a cherub-faced redhead with wise brown eyes."

The screenplay, by Malia Scotch Marmo ("Hook"), Mark Levin and Jennifer Flackett, does an able job of interweaving characters from four different Madeline books so that the appearance of the boy next door named Pepito (Kristian De La Osa) or the band of Gypsy circus performers is sure to seem nostalgic to readers of the series. Still, it's hard to spin a real plot out of this material, so the film doesn't quite have one. What it has are clever settings, bright costumes, lovely Parisian scenery, a string of uneventful-seeming crises and music by Michel Legrand. Carly Simon can be heard over the closing credits, singing about Bemelmans' 12 little girls in two straight lines, who still look better on paper.

PRODUCTION NOTES:

'MADELINE'

Directed by Daisy von Scherler Mayer; written by Mark Levin and Jennifer Flackett from a story by Malia Scotch Marmo, Levin and Ms. Flackett, based on the book by Ludwig Bemelmans; director of photography, Pierre Aim; edited by Jeffrey Wolf; music by Michel Legrand; production designer, Hugo Luczyc-Wyhowski; produced by Saul Cooper, Pancho Kohner and Allyn Stewart; released by Tri-Star Pictures.

With: Frances McDormand (Miss Clavel), Nigel Hawthorne (Lord Covington), Hatty Jones (Madeline), Stephane Audran (Lady Covington) and Kristian De La Osa (Pepito).