The Lichten family has all the potential of being a happy one; yet, nothing seems to be right with them. As the story begins, we realize that Phoebe, the intense older child, is having problems. She is different. On the other hand, her younger sister is an uncomplicated child. The parents, Peter and Hillary, are trying to cope with a daughter that doesn't interact well with her school mates.

The problem with little Phoebe is one of obsession. She if forever counting, as though she must follow a system, or a method for most of the things she engages in. To make matters worse, she spits at any class mate that might contradict, or cross her. The only friend she has is Jamie, a boy who is the butt of his peers' jokes because he is perceived as odd. It is only natural that Phoebe and Jamie understand each other.

Hillary Lichten is worried about her daughter's behavior. An analyst is secured to deal with Phoebe, but the girl does not respond. Hillary is preparing her thesis basing it on Lewis Carroll's "Alice in Wonderland". Phoebe identifies with the story in her vivid imagination. When the school decides to stage a version of the book, the children are auditioned for the different parts. The director, Ms. Dodger, is an enigmatic figure; she sees a lot of herself in little Phoebe, who is cast in the principal role. Ms. Dodger believes in letting the children use their imagination, something that gives Phoebe an opportunity to be herself.

Things start to unravel when Phoebe, who has wandered in the theater to the catwalk above the stage, falls from that perch. An investigation by the principal focuses on Ms. Dodger. She is blamed for the accident and she is released from the play. By that time, the parents realize that Phoebe's problem has a name, Tourette's syndrome, and decide on a different approach to help the girl.

Daniel Barnz, the creator of this interesting film, also directed. The film offers an inside look at a sensitive girl's mind in trying to deal with something that no one has taken into consideration, or maybe the adults get blinded into recognizing the cause of Phoebe's reactions. Mr. Barnz film is a magical trip into an unknown territory and works about most of the film, which goes soft on the last minutes of its running time.

Elle Fanning plays Phoebe with such an intelligent approach that it makes one wonder how can this girl could capture the essence of Phoebe in the excellent performance she gives. If we thought her sister, Dakota, was amazing, what can one say about Elle? There are two other incredible actresses in the film: Patricia Clarkson, and Felicity Huffman. Both women bring to life a passionate teacher and a desperate mother with precision and clarity. Little Ian Coletti is also effective as Jamie. Bill Pullman appears as Phoebe's father and Campbell Scott portraits the school principal in all its accuracy.

Daniel Barnz is a new voice in the cinema who shows a promising career.