Gary Winick would seem an unlikely choice to direct a live-action, computer-animated adaptation of ?Charlotte?s Web,? with an A-list cast providing the voices of the classic children?s book?s talking animals.

(Julia Roberts as Charlotte! With Oprah Winfrey as Gussy the goose! And Robert Redford as Ike the horse!)

Winick co-founded the production company Indigent, known for stripped-down movies shot on digital video like ?Chelsea Walls,? ?Pieces of April? and Winick?s own ?Tadpole,? in which a 15-year-old boy falls in love with his stepmom.

But he also directed ?13 Going on 30,? the charming Jennifer Garner comedy that struck just the right balance of childlike enthusiasm and grown-up insight. And he?s done the same here.

Working from a script by Susannah Grant (the Oscar-nominated ?Erin Brockovich? writer) and Karey Kirkpatrick (who wrote the delightful ?Chicken Run?), Winick stays mostly faithful to E.B. White?s beloved book. Couple of minor changes here and there ? nothing catastrophic. More importantly, he gets the meaning behind the message right ? one of friendship, kindness and loyalty ? though ?Charlotte?s Web? as a whole could get smothered in the shadow of the film it resembles most. We?re not referring to any of the myriad animated, talking-animal movies that have come out this year (and at this point, there have been too many to count) but rather a movie from 1995: ?Babe,? which employed the same techniques used here and earned a visual-effects Oscar in the process. It really does look like the pig and the rat and the geese are talking; cute, slightly creepy, but effective.

Then again, maybe ?Babe? resembled ?Charlotte?s Web? from a storytelling perspective when it first came out, with that endearing, well-meaning pig surrounded by all those farm animals who were either cranky or nosy or both. Maybe it?s a chicken-and-egg thing (if you?ll pardon the barnyard pun).

Either way, ?Charlotte?s Web? is worth seeing on its own merits (even if you don?t have the excuse of a child to bring along with you) simply because it is so enduring after more than 50 years.

Dakota Fanning stars as the tomboyish Fern, who urges her father (Kevin Anderson) not to take his ax to the runt of the litter when the family pig gives birth. Instead she adopts him, names him Wilbur and nurtures him as if he were a child, and not a pet.

(Fanning, by the way, is perfect for the role; she?s always been preternaturally wise beyond her years, yet with a purity and exuberance of youth. And as she gets older ? she?s all of 12 now ? she gets prettier, and has begun to resemble Goldie Hawn.)

While Fern is at school all day, Wilbur hangs out in the barn with the other animals. The tiny pig (voiced movingly by 10-year-old Dominic Scott Kay) naturally feels lonely and wants to make friends; the other animals grudgingly indulge him.

There?s the aforementioned Winfrey as the goose, with Cedric the Entertainer as Golly the Gander; Redford as the curmudgeonly horse; John Cleese as Samuel the uppity sheep; Kathy Bates and Reba McEntire as the chatty cows, Bitsy and Betsy; and an ideally chosen Steve Buscemi as Templeton, the self-aggrandizing rat. Also flying around outside are the clueless crows, Brooks and Elwyn, voiced with great comic timing by Thomas Haden Church and Andre Benjamin.

And of course there is Roberts as the spider, Charlotte, her wise, assured voice warmly blanketing everything, promising this idealistic spring pig that she?ll find a way to make sure he sees his first winter snow.

Roberts and Kay are so believable you actually forget that you?re watching protracted conversations between a pig and spider, and get drawn into the bond they?ve formed as friends. And every web she spins with the hope of saving him is more touching than the last.

Corny? Overly simplistic? Perhaps. But those were grown-ups snuffling and wiping away tears at a recent screening ? not kids ? as the story reaches its heart-tugging conclusion. And there?s no shame in that.

?Charlotte?s Web,? a Paramount Pictures release, is rated G. Running time: 90 minutes. Three stars out of four.

@EDITRULE:Motion Picture Association of America rating definitions:

G ? General audiences. All ages admitted.

PG ? Parental guidance suggested. Some material may not be suitable for children.

PG-13 ? Special parental guidance strongly suggested for children under 13. Some material may be inappropriate for young children.

R ? Restricted. Under 17 requires accompanying parent or adult guardian.

NC-17 ? No one under 17 admitted.