New Line founder and sometime director Bob Shaye takes "Mimsy Were the Borogroves," Lewis Padgett's very grown-up 1943 fantasy tale about childhood, and transforms it into an intelligent, imaginative children's adventure refreshingly free of rapping cartoon animals, fart jokes and mind-numbing special effects. Clever, 5-year-old Emma Wilder (Rhiannon Leigh Wryn) and her 10-year-old brother, Noah (Chris O'Neil), are living relatively normal lives in suburban Seattle with their mom (Joely Richardson) and their lawyer dad (Timothy Hutton). That is, until one fateful Easter vacation. The family is vacationing at a beach house on Puget Sound's Whidbey Island when Emma notices a gleaming object embedded in the surf; Noah pulls ashore a strange-looking box that opens at his touch like an intricate Chinese puzzle. Inside is a horde of bizarre objects: a seashell encrusted with some opalescent substance; a bunch of glittering, mica-like stones; a small, glowing green tablet made of what appears to be green quartz; and some rubbery amoeboid thing. And in a secret compartment that opens for Emma later that night, there is a stuffed bunny, Mimzy, that speaks only to her in low bleeps and burbles, instructing her on how to spin those ordinary rocks so they float above the floor and emit a strange luminous ball of energy. Noah is more interested in the shell, which attunes him to the language of insects, and the tablet: When he stares into it, he sees an interdimensional matrix along which he can teleport objects through space. Noah and Emma keep their toy stash secret, but Mom soon notices unsettling changes in her kids. Instead of spending time with their parents they prefer to play secret games with each other, and Noah in particular undergoes an astonishingly rapid intellectual development: His project for the school science fair is an entirely new, and extraordinarily strong, three-dimensional web spun by ordinary spiders, creatures with which Noah can now communicate. This feat of evident genius astounds his teacher, Larry White (The Office's Rainn Wilson), while the complex mandalas Noah doodles in his notebook lead White's girlfriend (Kathryn Hahn) to suspect the children may be what the Eastern mystics call "tulkus," or special beings reborn on earth with the gift of special knowledge. But much of that knowledge seems to be coming directly from Mimzy, and the rabbit's master plan isn't exactly earthbound. Under Mimzy's influence, Emma and Noah both begin to dream of an intergalactic bridge that is based on Noah's spider web and will connect Earth and a small, dying green planet far away in space and time. Padgett, the nom de sci fi used by writer Henry Kuttner and his wife/writing partner C.L. Moore, wrote "Mimsy Were the Borogroves" as a means of exploring the strange, almost alien nature of the unformed juvenile mind. Shaye read and loved the story as a child and, like any deeply personal project, his film adaptation is filled with personal concerns: Eastern mysticism, vegetarianism, environmentalism and the Patriot Act's assault on civil freedoms. Happily, none of these worthy themes interferes with the basic story, and while the film is by no means a close adaptation, it's a thoughtful and sincere interpretation that might actually get kids and their guardians thinking and talking.