"DREAMCHILD" looks at Alice at 80 and wonders whether there are still adventures to be had or whether the glass is gone dark and the rabbit hole closed.

Coral Browne is the elder Alice Lidell Hargreaves in this thoroughly delightful fantasy recalling her friendship with Lewis Carroll, an ambiguous association that inspired his classic children's tales.

The year is 1932 and lovely Alice has grown into an acerbic, aching 80-year-old who has come to New York to speak at a Lewis Carroll Centenary. In the days before the event, she recollects her childhood at Oxford when Carroll, known as the Reverend Charles Dodgson, first began telling her the stories that would become "Alice's Adventures in Wonderland."

Ian Holm portrays the shy, stuttering professor whose affection for Alice inspired the enduring tale. Young Amelia Shankley debuts as little Alice, an assured tiny girl with black bangs and a sudden sunny smile. She taunts, teases, entices Dogdson, in a girl child's way, but we are left to draw our own conclusions about the professor's proclivities. The actors do have an eerie chemistry.

The screenplay by Dennis Potter only hints at Dodgson's alleged pedophilia. It's too inspired to stoop to less, leaving us to wonder along with Alice, as she looks backward, finally understanding how much Dogdson loved her. The stories that were written to amuse the child now bemuse the ancient.

Ensconced in her Waldorf-Astoria room -- a magnificent deco confection with pink satin clam shell headboards -- Mrs. Hargreaves is haunted by Dodgson and the characters in the book. The creatures, created by Jim Henson's Creature Shop, come and go as they like -- the Mad Hatter, the March Hare, the Mock Turtle and the Caterpillar with its hookah, who asks, "So you think you're changed, do you?"

"I'm afraid I am, sir," says Alice. "I can't remember things as I used," just as she said in the book.

The haunts come and go, and the scene shifts from past to present in this beautifully directed and coherent work by Gavin Millar, a TV director making his film debut. It is even more wonderfully acted, with Browne, a classic in her own right, as the perfect dowager, full of Victorian disdain for gum-chewing and other things American.

When she arrives in New York with her companion Lucy (Nicola Cowper), a gaggle of rude reporters call her Alice. But she insists on formality. "'Mrs. Hargreaves in Wonderland.' It doesn't have the same ring to it," observes one wise guy.

New York of the '30s is embodied by a brash young ex-reporter and entrepreneur played by Peter Gallagher, with more eyebrows than Brooke Shields and bursting with aggressive enthusiasm. He persuades Mrs. Hargreaves to sample the bounty of endorsements and law suits that are available in this new wonderland.

The tone of the movie is rich. There are grand sets where people sip green cocktails, smoke Camels and pick tobacco off their teeth to the tune of "Mood Indigo"; humbler sets where people wolf down liver and onions at diners; and absurd sets where radio stars enact a western while a sound effects man beats his head with a coconut to make hoofbeats.

Imagination. That's what "Dreamchild" is about, and genius, and love through the ages. It speaks of many things.