If contemporary kids' movies are to be believed, children's imaginations are glib, computer-generated videogame-scapes, full of skateboarding giraffes and wisecracking sea turtles. Alongside Guillermo del Toro's recent Pan's Labyrinth, Tarsem Singh's The Fall refuses to countenance this candy-coated version of a child's brain—taking us instead to a darker and far more interesting place.

The Fall is set in southern California in 1915, in an idyllic hospital where the young Alexandria (Catinca Untaru) is recovering from a tumble from a tree. The friendly little girl takes up with the paralyzed Roy (Lee Pace), an injured stuntman with an inconvenient morphine addiction. The two become fast friends, and Alexandria spends hours curled up on Roy's hospital bed, a curtain pulled around them both, as he tells her an epic story about a band of explorers in a magical land.

Much of the film is set within this fantasy story: The opiate-addled Roy provides the words, Alexandria's imagination provides the visuals, and together the two weave an outlandish swashbuckler about five adventurers on a quest to kill an evil lord, with Roy and Alexandria's own lives informing the look and plot of the story. What looks like a charming diversion, though, soon takes on more sinister undertones, as Roy begins using the story as a ploy to convince Alexandria to steal morphine for him from the hospital's supply closet. Inevitably, the relationship between the drug-addicted Roy and the emotionally vulnerable little girl takes a turn for the horrific.

If the film is slow at times, Singh crams his film with enough visual diversions that it's always possible to just sit back and enjoy the spectacle, much like his directorial debut, 2000's gorgeously vapid The Cell. Throw in the precocious, likeable Untaru, and the film has some real charm—and when its emotional climax comes, it's shattering.