I totally got that the movie was really "Alice Returns to (W)Underland" so I was glad that Burton released himself from trying to do a childs movie. Selfishly, I would have liked to see a few more nods to the Disney classic hidden within the movie, but I felt Burton's rendition was valid and enjoyably Burtonesque! Being 3D gave it the "worth seeing in the theater" edge to validate the ticket price, but without it the movie would be just another 'Wait for video release". Personally I am sick to death of Helena Bonham Carter's face showing up every time Burton does a movie, but I understand that it probably keeps the peace in his household. The rest of the cast seemed to really enjoy themselves and breathed great life into the characters! The best part in the theatre was when the catepillar spoke and you could here "it's Snape" being whispered throughout the seats! Overall it's a great popcorn movie, but per Burton usual, not really for children under 8 ...especially if they have already read the books.