On the eve of November 20, Twentieth Century Fox was on the verge of staging one of the greatest coups in entertainment history. With the premiere of the full-length Anastasia, Fox hoped to do what no company has done over the past 60 years: crack the monopoly of the animated market held by Disney. With nearly $100 million put into production and marketing, Fox even scared the Magic Mouse--Disney quickly re-released The Little Mermaid in a feeble attempt to block Anastasia's success.

Fox was in position for its mini-revolution; the only obstacle in its way was the movie itself. Epic in scope and grandeur, Anastasia almost pulls off the impossible upstaging of Disney. But the challenge to the animated empire is clear: Disney magic is no longer an exclusive product.

Anastasia is dazzlingly huge. It gives us sights, sets and animation that surpass anything we have seen before. Trying to emulate the grand love stories of the past, Anastasia sweeps between stunning backgrounds. There are three palatial balls, hundreds of costume changes, colossal dance numbers and magnificent computer-animated sequences. There is no lack of effort on the filmmakers' part to pummel us with the imposing scale of the film.

And yet, at the heart of Anastasia, there is a fundamental lack of character development that the movie needs in order not to become a string of disjointed lavish set pieces. Despite its majestic beauty, Anastasia can lapse into a depersonalized spectacle.

Using the demise of imperial Russia as its backdrop, the tale centers around the heroine Anastasia, princess of the Romanov dynasty. During a celebration marking the third centennial anniversary of Romanov rule, the evil sorcerer Rasputin makes an abrupt entrance. He places a curse on the czar's family and with a little bit of fairy dust subsequently incites the Russian revolution (it's a tough pill to swallow). Though her family escapes for Paris (in the all too familiar get-separated-by-fast-moving-train scene), Anastasia is suddenly orphaned.

The film picks up 10 years later, as Anastasia, now 18-year-old "Anya," struggles to find her identity. She eventually runs into Dimitri, a former palace servant-turned-leading man, who is looking for someone to pretend to be the princess so that he can reap a reward from Anastasia's surviving grandmother. Amidst all this, Anastasia must deal with her amnesia (which seems a strange perversion of repressed memory syndrome) and with the pesky Rasputin who rises from Hell in order to destroy the last heir of the Romanovs.

It is this last element--the villain of the story's formula--that falls hopelessly flat. The most outstanding animated features are those with the strongest villains; think of Cruella de Vil, Ursula and Jafar in Disney's best. Rasputin, however, is a bumbling idiot. He shrieks and whines and has the further distasteful attribute of losing his bodily limbs every so often (apparently, the animators want to make it very clear that villains must be repulsively ugly). Moreover, he seems to have absolutely no motivation for his curses. He constantly howls "The Romanovs must be destroyed!" but there seems to be no cause for his interference. Every time he jumps on the scene with his side-kick bat Bartok (Iago with a Southern accent), the movie severely lags. Why should kids fear someone who's more pitiful than scary?

The love story would work just fine standing alone. Meg Ryan does a magnificent job breathing life into Anastasia, giving the starry-eyed princess the touch of quirkiness that she needs to be believable. But there is little character development for the heroine--all her emotions are more asserted than dramatized.

John Cusack, meanwhile, imbues Dimitri with a sympathetic glow that we rarely see in animated leading men. He is fascinating in his idiosyncrasies. Stubborn, grumbling and not particularly heroic, his character palette exhibits strong emotional development.

Angela Lansbury, similarly, uses her voice to infuse the dowager, Anastasia's grandmother, with remarkable realism. We feel her pain as each impostor pretending to be Anastasia appears before her--the animation of her facial expressions coalesce with Lansbury's multifaceted voice to provide the most revealing portrayal of character.

In the film's basic structure, Anastasia tries its best to mimic the Disney style. Here, it does astonishingly well, and sometimes even surpasses its predecessor. The musical numbers, in particular, are startlingly good. "Journey to the Past," the show-stopping solo for Anastasia, will linger in your head for days as will Rasputin's personal ode to evil.

A couple of the songs stretch all possible limits on credibility, such as the opening "There's a Rumor in St. Petersburg." Here, the peasants belt into a song that carries the dubious refrain "Since the revolution, our lives have been so gray." The staging itself doesn't have any delusions about its purpose: hundreds of Russian peasants drop their work, disperse from their bread line and take up synchronized folk dancing in one of the more laughable spectacles of the film. Yet Anastasia--unlike Pocahontas, for example--makes no pretense about adhering to history, and we accept it all in good fun.

The masterpiece of Anastasia is the brilliant "Once Upon a December," which beats anything we have seen in recent Disney efforts. Anastasia is wandering around the old palace, beginning to have flashbacks about her regal past. She begins her solo and the audience settles back in their chairs, expecting a cheesy introspective. Suddenly, however, the cliche explodes: ghosts emerge from every corner of the palace, descend onto the ballroom floor and join in a moving and luminous spectacle.

For a brief moment, we realize the potential of Anastasia and animated features to transcend the boundaries of reality and create an inspiring emotional fantasy--something we haven't seen in a while. As an audience, we don't particularly care which company provides such powerful entertainment. But Fox here has proven its mettle, giving characters we can empathize with in a fantasy where we do more than just chuckle at some genie's pop references.