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Angelina Jolie headlines in this pleasantly surprising revisionist version of Disney’s Sleeping Beauty. Jolie plays Maleficent, the dark fairy villain of the original fairytale. But in this new version of the story scripted by Linda Woolverton (Beauty and the Beast), she’s both the villain and the hero — and Jolie is fantastic in the role. You see Maleficent as the glorious creature she once was, before a treacherous betrayal led her down the path of darkness. And you also get to see her come to regret that decision and struggle toward redemption. Watching the classic villain struggle with inner conflict went a long way in winning me over. And just because she’s a more complex character doesn’t make her any less of a bad-ass. Jolie has wicked-cool presence in the famous scene where she lays the curse on baby Aurora. And on the flip-side, she’s also bad-ass when she fights for her life against the king and his soldiers in the third act climax.

It’s Jolie’s movie, with everyone else doing the best with what they have to work with. Sharlto Copley plays King Stefan, once Maleficent’s childhood friend, later corrupted by greed and power. Elle Fanning plays the teenaged Aurora, and Sam Riley plays Maleficent’s right-hand raven-turned-man, Diaval. My least favorite characters in both the animated classic and this new film are the three floating fairies tasked with raising Aurora in seclusion after Maleficent’s curse is put in place. Imelda Staunton, Juno Temple, and Lesley Manville take on these thankless roles and fortunately have minimal screen-time compared to the animated version.

Anyone familiar with the original story might take issue with story changes, especially in the third act. But it’s all necessary for this to become a tale of redemption. If you really want a prince to ride in on a white horse, save the princess with a kiss, and vanquish the villain, I’m sure you can find that series of events in countless other movies. I’m glad Maleficent took a more interesting and satisfying route.

The fairy kingdom where Maleficent rules is at times a little too cutsey for my taste, but hey, it is a family movie after all. The environments are (mercifully!) better rendered than in other computer-generated spectacles. The production design never consumes the characters, and first-time director Robert Stromberg (Oscar-winning art director for both Avatar and Alice in Wonderland) shows good taste in staging and pacing. He doesn’t gloss over dramatic potential and he keeps the action coherent and intelligible, which is more than I can say for most other tent-pole flicks these days. James Newton Howard serves up a solid score that’s best when it’s emotional, but perhaps a little too contemporary when it drives the action. And I love the closing title cover of “Once Upon a Dream” performed by Lana Del Rey.

Oscar Nomination: Best Costume Design