Garry Marshall really, really wants to make his Pretty Woman again.  And why wouldn't he?  The Cinderella update was the last hit he had, even though it was pure drivel.  Marshall tried to recreate the smelly magic via the re-teaming of Julia and Richard in the equally idiotic Runaway Bride a couple of years back, and now he's made what amounts to a Woman sequel with a gangly teenager replacing the hooker with a heart of gold (it is, after all, a Disney film).

The Princess Diaries stars Anne Hathaway (TV's Get Real) as Mia Thermopolis, a 10th grade nerd who has lived with her artist mother (Caroline Goodall) in an old San Francisco firehouse for all of her 15 years.  Though she's a likeable lass, Mia is ugly enough to make dogs bark (and curdle milk, to boot), with thick locks of frizzy Greek hair and eyebrows bigger than Andy Rooney's.

It takes about 30 seconds to establish Mia as an outsider at her school (she pukes during a debate), as well as clarify which boy she likes now (Erik von Detten), the boy she'll end up liking in about 90 minutes (Robert Schwartzman), and the popular girl who will eventually get her comeuppance (pop sensation Mandy Moore.)  As haplessly geeky and ostracized as she is, it's pretty obvious Mia will end up looking like a hot cover girl.  How unattractive do the filmmakers expect us to believe she is?  She wears a Catholic school uniform, and, well, you know what they say about Greek girls.

Mia's life is turned upside-down when her grandmother (Julie Andrews) hits town and reveals a rather large family secret.  It turns out that Mia's granny is the Queen of Genovia, making her deceased father a Prince.  Mia is the last of the bloodline, and Genovia will, for some reason, cease to exist unless she steps into the royal shoes by her sixteenth birthday.  Genovia, in case you were wondering, is right between Canadia and Chlamydia and is famous for its pears.

What follows is perhaps the most startling on-screen transformation since that frumpy FBI agent turned into a beauty queen in Miss Congeniality.  Mia attends "princess classes" with her grandmother and a friendly bodyguard (Marshall regular Hector Elizondo) every day after school, submits to the obligatory makeover scene (performed by an uncredited Larry Miller) and – presto change-o – she emerges as the drop-dead gorgeous girl we all knew lived in those clunky combat boots.  The new Mia starts to isolate her best friend (Heather Matarazzo) on the way to the throne, but hey – she's just a serf now, right?

As ridiculous as the whole thing sounds, Diaries is carried on the surprisingly capable shoulders of Hathaway.  She's a real charmer, and even though it seems like she's got the Julia dial cranked up to 11, the film clicks because of her performance.  Andrews also does well in her biggest role in years (I thought she was Glenn Close the first few time I saw the trailer).  Even MTV poster-girl Moore does a pretty decent job, but remember, she's been acting for years (acting like she hasn't been plowed by every guy in sight is still acting).

The most surprising thing about Diaries is its incredible potential to make the leap from G-rated Disney territory to a tawdry teen sex romp.  There's one spankworthy scene in which Mia rolls around in the back of her limousine while trying to put stockings on underneath her plaid Catholic school skirt.  Another has her smearing ice cream all over Moore's ample chest, and there's even a potentially interesting subplot involving a female gym teacher who, literally, almost shouts, "What am I; a dyke?" (she says "duck," but still.)  Andrews' real-life granddaughter is a porn star who uses the name "Mary Poppins" (yes, there is a lawsuit), but the topper is the inclusion of DJs Mark and Brian in one scene.  That's right – Howard Stern wannabes in a Disney film.  Call me Henny Penny, but I think the sky might be falling.

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