There's more than sugar and spice and everything nice in the head of the main character in writer-director Daniel Barnz's astonishing debut, "Phoebe in Wonderland" -- there's a world of contradictions that would challenge even Lewis Carroll.

Phoebe Lichter -- played with amazing poise and heart by Elle Fanning, Dakota's sister, who also played the young Cate Blanchett in "The Curious Case of Benjamin Button" -- is a smart and precocious 9-year-old who finds herself an outcast in school. She interrupts teachers to ask questions. She plays by herself, often in elaborate counting patterns that must be executed precisely or else. When Phoebe is forced into playing tag, she becomes agitated and spits at another student.

Phoebe's mother, Hillary (Felicity Huffman), an author who's procrastinating over her book-length analysis of Carroll's Alice in Wonderland , bristles at the school officials who want to discipline Phoebe and at the psychiatrist (Peter Gerety) who wants to medicate the girl into conformity.

But neither Phoebe nor her mom knows what to make of Miss Dodger (Patricia Clarkson), the eccentric new drama teacher -- whom we first meet when she enters Phoebe's classroom and, without introduction, recites "Jabberwocky." Miss Dodger is staging "Alice in Wonderland," and Phoebe screws up her courage to audition for the role of Alice. Miss Dodger is the antithesis of Phoebe's other teachers, allowing the kids themselves to discover the play, always answering the students' question "What should we do?" with a simple "What do you think we should do?"

Barnz's clever and sensitive screenplay neatly plays off Phoebe's stress of trying to be a "perfect" child with Hillary's stress of trying to be a "perfect" mother. It provides rich roles not only for Fanning and Huffman, but also for Bill Pullman as Phoebe's jaded father, Campbell Scott as a dithering principal and youngster Ian Colletti as Phoebe's very theatrical friend Jamie, who wants to play the Queen of Hearts -- all of whom also play prominent roles in Phoebe's Alice fantasies.

It's oddly appropriate that this movie, which debuted at the 2008 Sundance Film Festival and was picked up soon after by the indie distributor ThinkFilm, has had a hard time getting to theaters. It resists being pigeonholed or easily labeled -- because, like Phoebe herself, the movie is brilliant and a little strange and wonderfully unique.

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