Not surprisingly, Madeline opens with a voice-over: "In an old house in Paris, that was covered with vines..." With those familiar storybook words, the viewer (well, this viewer) must, by pure Pavlovian response, nestle down into her seat in anticipation of a story that will be as comforting and soothing as it is adventurous and exciting. That is Madeline''s gift.

The young French schoolgirl can slip the leash (falling off a bridge into the Seine, going to the hospital in an ambulance, pooh-poohing a tiger at the zoo) knowing full well that she need not worry. The ever-present, comforting refuge of the school within that vine-covered house will embrace her the minute she needs them. But when his benefactress wife dies, grumpy old Lord Covington (played by Nigel Hawthorne and known to the girls as Lord Cucuface) decides to shut down the school she supported and sell the lovely old house.

Though she''s the smallest schoolgirl of all, Madeline concocts a scheme to undermine the sale and, in the end, totally wins over Lord Cucuface.

The doll-like Hatty Jones plays Madeline with the kind of on-demand brightness that makes you think someone must be standing behind the camera waving a candy carrot. She''s cute, but too well-trained. McDormand''s performance, on the other hand, is completely ingenuous and pure Miss Clavel. At once intrepid and demure, this nun provides her girls with the sweet warmth of safekeeping without relinquishing a sense of wonder for the big, noisy world outside.

The script, drawn here and there from Ludwig Bemelmans'' classic series of children''s books, has a weak central plot and a way-too-precious and contrived denouement. Madeline plays more like a collection of loosely connected scenes than a seamless narrative. But small matter, as the scenes are quite engaging and provide plenty of amusement, especially those centering around a bumbling troupe of awkward acrobats who call themselves The Idiots.

It''s the cinematic illustrations, though, that give this story its charm. The school and its gardens, awash in muted greens, are impressionistic. The neighbors and Lord Cucuface''s potential buyers are thrillingly bright and exotic. They provide a living mural of color, and a melodious and multicultural cadence that give the tale a distinctly cosmopolitan flair. Despite the uneven script, director Daisy von Scherler Mayer >(Party Girl) manages to fashion a world that perfectly captures both the muted, no-ghosts-under-these-beds haven of the school and the vivid, unpredictable carnival of life beyond its vine-covered walls. Both are perfectly lovely places. cw