(M) ***

Director: Francis Lawrence.

Cast: Robert Pattinson, Reese Witherspoon, Christoph Waltz, Jim Norton.

ON the surface, circuses are all about magic and spectacle, but pull back the curtain and a darker reality emerges, especially when you wind the clock back.

That underlying darkness is a major part of this surprisingly enjoyable melodrama (the previews looked rubbish), which centres on a love triangle played out in a Depression-era travelling circus.

Twilight star Pattinson does an excellent job as Jacob Jankowski, a young man who runs away and joins the proverbial after his old life is tragically taken away from him.

After talking his way into the position of circus vet, Jacob becomes friendly with ringleader/circus boss August (the superb Waltz) and his starlet wife Marlena (Witherspoon) - perhaps a little too friendly with the latter. Also in the mix is an elephant called Rosie, whose role in the film is as important as any of the humans.

Circuses have thankfully changed a lot since 1931 (when this is predominantly set) but it's a fascinating time and place to visit and a lot of the appeal of Water For Elephants comes from its setting.

This backdrop should be filled with intriguing characters but instead we only get a handful, and with its slightly drawn-out running time, it's a shame we don't get to know more of the colourful carnies better. But the focus is on Jacob, Marlena and August, who are engrossing, particularly August, who is the walking personification of the Depression-era circus - on the surface he is glamour, sparkle and showbiz, but beneath that there is a darkness that involves cruelty to animals and his "family" of circus folk. This was a time when animals were bent to man's will through force, circuses went broke at the drop of a hat, and workers were punished by being thrown from a moving train.

Waltz, a deserved Oscar winner for Inglorious Basterds, is a stand-out, giving the film an edge that stops it wandering too far into the soppy and saccharine, while Pattinson and Witherspoon do a great job with their slighter roles.

For the most part Water For Elephants is engaging and beautiful to look at, even if its slow-burning build-up to what we're told at the start is "one of the worst circus disasters in history" doesn't quite have the desired pay-off.

In spite of its lack of lustre towards the end, the time spent getting to the undercooked grand finale is enjoyable enough to warrant the ticket price.