Rating:

Hollywood's biggest stars of the day play the bizarre characters in this surrealistic version of Lewis Carroll's nonsensical, often frightening fantasy. Most of the superstars in this fascinating but offbeat production are thoroughly unrecognizable, buried under pounds of makeup or

smothered in cumbersome costumes--Cary Grant, as the Mock Turtle, and Gary Cooper, as the White Knight, could be extras for all the costuming obscuring their identities. Jack Oakie, as Tweedledum, is identifiable, as are W.C. Fields, as Humpty-Dumpty; Edward Everett Horton, as the Mad Hatter;

Sterling Holloway, as the Frog; and Edna May Oliver, as the Queen, though this recognizability is due to their distinctive voices. The film is a technical marvel for its year, with lavish sets, costuming, and makeup, and offers a fairly faithful adaptation of Carroll's work.