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Roger Ebert - Read the full review at the source - 3 stars

There's something endearingly old-fashioned about a love story involving a beautiful bareback rider and a kid who runs off to join the circus. What makes "Water for Elephants" more intriguing is a third character, reminding us why Christoph Waltz deserved his supporting actor Oscar for "Inglourious Basterds" (2009). He plays the circus owner, who is married to the bareback rider and keeps her and everyone else in his iron grip.

The story, based on the best-seller by Sara Gruen, is told as a flashback by an old man named Jacob (Hal Holbrook), who lost his parents in 1931, dropped out of Cornell University's veterinary school, hit the road and hopped a train that happened, wouldn't you know, to be a circus train. Played by Robert Pattinson as a youth, he is naive and excited, and his eyes fill with wonder as he sees the beautiful Marlena (Reese Witherspoon) on her white show horse. The owner August (Waltz) is prepared to throw him off the train until he learns young Jacob knows something about veterinary medicine.

In an age of prefabricated special effects and obviously phony spectacle, it's sort of old-fashioned (and a pleasure) to see a movie made of real people and plausible sets. The production designer, Jack Fisk, has created a believable one-ring circus here, and even the train itself has a personality. (August and Jacob spend an implausible amount of time walking or running on top of it, but never mind.)

The dynamic in the story depends on August's jealousy of Marlena, and her stubborn loyalty to their marriage contract. This is where Waltz makes his contribution. Shorter than Pattinson, indeed hardly taller than Witherspoon, he rules over everyone as a hard-bitten taskmaster whose easy charm conceals a cold inner core; it's the same dynamic he used as the merciless Nazi in "Inglourious Basterds." He's much given to offering champagne toasts with a knife hidden inside.

Variety - Adding full review for those that can't read Variety's site

In an extravagant gamble worthy of the fictional Benzini Brothers Circus itself, Fox gives Sara Gruen's grassroots bestseller "Water for Elephants" the glossy, big-budget treatment fans crave, counting on adult women -- plus a younger female contingent keen on seeing "Twilight" heartthrob Robert Pattinson paired with sweet-as-pie Reese Witherspoon -- to prop up a production with a cost apparently on par with a small tentpole. Unlike the story's colorful gang of roustabouts, who dismiss ticket buyers as "rubes," the filmmakers clearly value their public, crafting a splendid period swooner that delivers classic romance and an indelible insider's view of 1930s circus life.

A present-day prologue finds nursing-home escapee Jacob Jankowski (played with endearing mock surliness by Hal Holbrook) reminiscing about his tenure under the big top. Taken in by a young circus worker (Paul Schneider) and then encouraged to share his story, Jacob proceeds to explain how a family tragedy on the eve of vet-school exams spared the would-be Cornell grad a predictable life, and led to his hitching a ride with the Benzini Brothers' traveling show instead.

Transitioning smoothly back to the character's spring awakening, director Francis Lawrence suggests how robust and alive Jacob's memories have remained all these years, faithfully recreating the initial disorientation and awe the young Polish-American experienced upon first encountering the circus. Looking far more handsome than Holbrook ever did, Pattinson brings the same sullen sensitivity to 23-year-old Jacob that he has to the "Twilight" pics -- perfectly fitting for an overnight orphan so recently derailed from his intended life path.

A daisy-fresh college boy out of place among Camel (Jim Norton), Kinko (Mark Povinelli) and the other grizzled old drunks he meets aboard the Benzini Brothers boxcar, Jacob must instantly adjust to the show's elaborate caste system. The stakes, made almost instantly clear, are high: One wrong move and Jacob could be "redlighted," or thrown from the speeding train between stops. Such castoffs seldom survive, and the practice becomes an important subplot for the Depression-era story, as the show's ruthless ringleader regularly jettisons employees whose salaries he can no longer afford.

In the novel, this cruel boss is a separate character from August, the man whose porcelain-fair wife Jacob unwisely covets in the story's central love triangle. Writer Richard LaGravanese streamlines things for the sake of the film, however, eliminating Uncle Al to create a larger and more complex role for Christoph Waltz, custom tailored to the thesp's mix of menace and charm. Elegantly streamlining Jacob's immersion, LaGravanese focuses auds on his protagonist's point of view -- a strategy that comes at the expense of the book's memorable sideshow and supporting cast, while allowing us to learn the ropes and discover luminous star performer Marlena (Witherspoon, the picture of classic glamour) and her jealous husband (Waltz) through his eyes.

Whereas most contempo cinema seems to have lost the art of the character introduction, "Water for Elephants" takes care to create a certain mystique around its key personalities before revealing them onscreen, a tactic that caries through to August's game-changing acquisition of Rosie, a stubborn 73-year-old pachyderm who imbues the film with a giddy sense of wonder from the instant she appears. So intense is our connection with the creature that August's cruelty toward her becomes almost unwatchable, even though the most taxing scene is merely suggested and not seen.

Rosie also accounts for most of the pic's emotional highs, as in the story's eureka moment, which LaGravanese cleverly reconfigures to tie in with an otherwise underdeveloped subplot about the paralysis-inducing consequences of drinking contaminated Jamaican ginger extract, or "Jake." Set against the dual backdrops of the Great Depression and Prohibition, "Water for Elephants" plunges us full-bodied into the world of circus troupes, an all-but-lost slice of recent history ripe for such a spectacular reimagining.

It's an intoxicating place to be, reminiscent of Ray Bradbury's breathless dark-carnival tale "Something Wicked This Way Comes." Considering the unassuming roots of the book on which "Water for Elephants" is based, along with its misfit-focused subject, there's no small irony that the pic should attract such a first-choice roster of collaborators: From dream-cast headliners Pattinson, Witherspoon and Waltz all the way down the line to d.p. Roberto Prieto, composer James Newton Howard (whose rich orchestral score sadly lacks a clear theme) and production designer Jack Fisk, the show is strictly A-list.

The wild card here is Lawrence, who ably rises to the challenge. Despite his flashy musicvideo origins, the helmer takes an assured classical approach to his widescreen canvas, transitioning smoothly from future-looking sci-fiers "Constantine" and "I Am Legend" to this project's more nostalgia-driven demands.

More reviews from Rotten Tomatoes

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