This was a beautifully shot, acted, and effected movie. I was completely lost in the story, which doesn't happen much any more. Sure the 3-D didn't use many "crap flying at your head gimics," but I don't think it was supposed to. The 3-D added depth to the landscape, which is all Lewis Carroll would have wanted (or allowed if alive). Depp annoyed me at first because he's so well known it took me out of the story for a while, but by mid-movie I'd forgotten all about how hot the man is in real life. WTG Burton!