Tim Burton doesn't make movies; he makes alternate universes. In Peewee's Big Adventure, when the director was just starting out, he created a world that revolved around a bicycle with streamers flying from the handlebars; in Edward Scissorhands, it was a creatively stifled suburban neighborhood; and, in Batman Returns, reality was bounded by Gotham Citys perpetually moonlit skyline. Burton's films become dark, contained fantasylands that lure you in as much as they make you wonder what goes on inside his head. From Beetlejuice to Mars Attacks, this director has honed his signature style, a style that, in the words of one actor who worked with him, can best be defined as Burton genre.

His latest project--despite the standard action-packed previews--is decidedly Burton genre. Sleepy Hollow takes the basic outline of a suspenseful story, complicates it, and wraps it up in a shadowy portrait another alternate reality.

Washington Irving's classic ghost story of the Headless Horseman provides merely a jumping off point for Burtons dark imaginings. For those who have not read the book or watched the Disney cartoon, the traditional tale is set in Sleepy Hollow, a small New York suburb, in 1799. A headless horseman haunts the outskirts of the town and chops off people's heads in revenge for having lost his own --or so goes the rumor in town. When lanky, schoolteaching Ichabod Crane comes to town, alienating the locals with his intellectual pretentiousness, he scoffs at the legend and further ruffles burly townsman Brom Bones' feathers by flirting with his girlfriend, Katrina Van Tassel. Riding home after being rebuffed by Katrina at a quilting party one night, Ichabod begins to take the town's superstition more seriously when he hears the clippety-clop of a following horse. His fears getting the best of him, he is eventually reduced to a quivering coward racing for the covered bridge that marks the end of the horseman's haunted territory. Just as he nears the bridge, he turns to see what looks like a headless horseman hurling his head at him. The next day, Ichabod is nowhere to be found; his horse if found grazing nearby, and on the covered bridge lies a smashed pumpkin. Brom and Katrina get married, and Brom always reacts with a curious laugh everytime Ichabod's story comes up.

Those who want to revive their childhood reactions to this spooky but charming ghost story should rerent the Disney cartoon. Sleepy Hollow in Burton's hands is a darker, stranger, cheaper shade of horror. It's less clippety-cloppety, more blood-spattery. Irving's simple three-main-character plot gives way to a convoluted collection of Van Tassles and other conniving townspeople who sustain an even more convoluted chain of mysterious events for the investigative Ichabod to logically piece together. More of a saga and certainly scarier and gorier than the original tale, the film version maintains an oddly light-hearted tone. Flashes of squeamishness from Ichabod, absurd puns and other silly touches remind the audience that its all in good fun.

The plot diverges markedly from the original, but one of the most notable differences from Irving's tale, and one that seems to yield further plot divergence, comes with Burton's casting of Johnny Depp as Ichabod Crane. The gawky schoolteaching Ichabod of the novel and cartoon becomes an incredibly attractive, law-practicing heartthrob. This Ichabod, as opposed to the weird-looking schlepp in the book, is squeamish but admirable, cowardly but endearing. And while he tries his hardest to temper his hunkiness by acting nevous and jumpy (which definitely elicits some giggles), Johnny can't help but be adorable. Depp's appeal creates a new dimension for Ichabod's character, allowing him to have a romantic relationship with Katrina Van Tassel (Christina Ricci), though she rejects him in the book.

Ricci provides a measured performance as Katrina -- she has a sort of morbid poise, staring out with curiously dead brown eyes and long tousled blond hair. But she seems awfully young next to Depp. Their romance is a curious blend of mild flirtation and terrible one-liners that leave the audience wondering whether to laugh or cringe; with lines like "You're white magic," you never know if Burton's being serious or not.

Brom Bones, one of the primary characters in the book, becomes just one of the horseman's many victims in the film. Played by Casper Van Dien, who starred in Starship Troopers, Burton's Brom fades into the background of the other townspeople except in a great fight sequence where he and Ichabod team up against the horseman.

Created and catapulted to significance in this version, Lady Van Tassel, Katrina's stepmother, is played by Miranda Richardson. Marrying Van Tassel after nursing Katrina's real mother until her death, Lady Van Tassel yields a new twist to the plot. Richardson, for most of the movie, gives a fair, airy performance, but her final scene is beyond awful. Her monologue summing up the plot may be intentionally trite, but regardless, its a poor anticlimax. It destroys all the magic built up in the suspenseful buildup towards the conclusion. Aside from this last disaster Richardson is tolerable, providing a cool presence in the earlier scenes and wearing noticeably patterned floor-sweeping dresses that always seems about to burst in the chest.

In fact, all of the women of Sleepy Hollow are outfitted in bosom-popping dresses--perhaps a nod to Irving's description of Katrina as "buxom." Ichabod's mother, played by Lisa Marie (Tim Burton's wife), breastily swirls in flowery dream sequences that contrast with the bleak scenes of reality. And then of course we have Christina Ricci as Katrina, short, blond and busty.

Alternatively, all of the men of Sleepy Hollow are linked by a different characteristic. Dressed in black, they all get horrendously bloody, either spattered by the blood of others, or bathed in their own.

Several big name actors play the many new supporting roles in the story. The town is filled with recognizable faces, even if they are paler and chubbier than usual. Brom Bones is played by Casper Van Dien (Starship Troopers). Jeffrey Jones, who played the principal in Ferris Bueller's Day Off, is the town Reverend; Michael Gambon, the famous British theater actor, is Baltus Van Tassel.

Peppering the rest of the cast is: Michael Gough (the butler in all of the Batmans), Ian McDiarmid, (the Emperor in Return of the Jedi,) and Christopher Lee, a London-born actor who, having been in over 250 films and TV shows, holds the title in the Guinness Book of World Records as being the international star with the most screen credits. Such a high-caliber cast demonstrates the power of Tim Burton as a director to attract such talent even for bit parts, and the skill with which he is able to transform even well-known actors into barely recognizable characters.

Speaking of the ordinarily recognizable becoming barely that: the headless horseman--when he has a head in a flashback and in the resolution--is played by Christopher Walken. Walken's silent performance is sure to make you start out of your seat at least the first time you see him. His gnarly-teeth, wild hair and demonic eyes make you regard his subsequent headlessness as less of a fright and more of a relief.

The movies greatest strength is its cinematography. With pale men squeezed into 18th century black suits and a perpetual mist clouding the nights sky, this film is shot in color; it just feels black and white. Filmed at an artificial set in a small town in England, Sleepy Hollow is overwhelmingly gray. It takes some getting used to, as all of Burtons fantasies do, but after about ten minutes of acclimation, the setting takes shape, and you come to appreciate the brilliant construction of the town and the landscape. Corn fields shrink in the shadow of freaky-looking scarecrows, an old mansion looms over a hill in the distance, and twisted trees tower above the woods carpetted with dead leaves. Burton does a fabulous job of creating grim, dark, fearful settings. He really brings Sleepy Hollow to life--or, at least to the desired comatose state of existence.

If you survived Beetlejuice and Batman Returns with a smile on your face, this film is a beautifully dismal glimpse into Burton's newest alternate universe, where supernatural evil is prompted by human vice, and the consequences are so relentlessly gory that even the trees bleed. If only to let the blood flow longer and more freely (even in one gratuitous scene, from the implied decapitation of a little boy), this version of Sleepy Hollow expands significantly and more disturbingly on the original. Irving's tale becomes entwined in a complicated plot of greed and corruption, a horrifying subplot explaining the psychological warping of Ichabod, and several impressive fight scenes in which the decapitations have an especially martial flare. (Star Wars fans may notice similarities between the headless sword-wielding skills and the light saber moves of Darth Maul in The Phantom Menace. They're played by the same actor, Ray Park.)