I liked the tone, the visuals, the feel. I really liked the Mad Hatter (Depp), the Tweetle-twins, Red-Queen (Carter). The tea party and a number of scenes were fun to watch. But Alice seemed disinterested and un-emotive. Anne Hathaway also seemed miscast & horribly directed. Her hand mannerisms could have been treated comically but instead were left out there looking awkward & ill-conceived. It's the director's job to get performances that are at least plausible or interesting from his actors. Burton failed horribly on Alice & Anne. Finally, 3-D effects can't save bad acting & a boring script. Did you ever FEEL for these characters? Overall, at best 3 out of 5 stars.