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We see the sweet upturned faces of children on screen.

Awe is written all over them.

They're not looking, though, at a Spielberg dinosaur or whirlwind from the cosmos or any of their modern 3-D relatives. They are onscreen in a movie theater looking at a film. Later, it will be one by moviedom's earliest pioneer fantasists, the great French magician George Melies.

Martin Scorsese's "Hugo" is a modern wonder.

There will be those who will only care that it's a very good 3-D family film, about a scrappy but sensitive orphan boy who secretly lives in a Parisian train station. There he accidentally befriends a man who is one of the greatest pioneers in the history of movies.

"Hugo" is not ideal for the littlest ones, maybe, but for kids over 7 or 8, it's a superb, tender movie full of feeling and cinematic marvels -- a runaway train, for instance, crashing off the tracks and shrieking through the train station and out its giant front window.

It's almost as sweet a film as those modern Pixar masterworks "WALL-E" and "Up."

Underneath its family film disguise, this is one of Scorsese's greatest films and, without question, the most personal he has made since he put some of his own Little Italy adolescence onscreen in his major arrival film, "Mean Streets."

Here is a glorious 3-D fantasy for children that is soaked in the life and affections of its 69-year-old director, one of the world's great living film artists and a dedicated film scholar and lifelong film preservationist.

For those who know Scorsese's movies and life work, the excitement of sitting in a theater full of children wearing 3-D glasses and hearing them applaud at the end is one of the happiest moments in this holiday film season (which is, this Thanksgiving week, a very happy one indeed).

This great film poet of blood and brutality has made an innocent film very close to his heart -- one that an audience at large can love.

Among other things, "Hugo" proves that it was a great idea when Scorsese hooked up with screenwriter John Logan (who wrote "Gladiator" and "Any Given Sunday," as well as Scorsese's Howard Hughes movie, "The Aviator").

"Hugo" is based on a children's book by Brian Selznick, "The Invention of Hugo Cabret."

On film, it's set in early 20th century Paris, with telephones and cars and even films themselves still in their adolescence. When we meet Hugo (played by sensitive little Asa Butterfield), he lives with his clockmaker father (Jude Law), a wizard with clockwork mechanics of all sorts. Together the two of them are trying to repair an automaton that Dad received from an old museum that discarded it.

But then, all too suddenly, Dad dies in a fire. With both parents gone, the orphan Hugo is scooped up by his drunken uncle, the guy charged with keeping the all-important clocks going in the famous Parisian railroad station Gare Du Nord.

When his uncle disappears into his latest bottle, Hugo is left to run wild in the station -- to live secretly behind its walls, as long as he can keep all the clocks running in the station, the way his uncle would have. And with his father's training, Hugo is the equal of almost any clockwork you can show him.

True, he has to avoid the villainous resident cop -- played delightfully as a kind of shameless silent movie orphan-baiter by the great comic Sacha Baron Cohen -- but he's the kind of resourceful little ragamuffin children's movies have always loved.

His chief victim among the train station's shopkeepers is the snarly and bitter old fellow who runs the toyshop (Ben Kingsley), from whom he filches all kinds of things that might be useful in getting Dad's automaton working again -- springs, sprockets, finely calibrated tools.

The toymaker, it turns out, has an adopted daughter, Isabelle (Chloe Grace Moretz). And that's where things get complicated.

Isabelle and Hugo quickly become friends, even though they have very different lives and amusements. Hugo, like his father, loves movies and anything mechanical; Isabelle loves books and borrows classics from the movie's benevolent book wizard (Christopher Lee, sublimely cast).

The book wizard puts them both on the trail of Paris' finest film library and their discovery that Isabelle's father is the legendary French "cinemagician" Georges Melies, the archetypal, even primal, fantasist in the history of movies.

And thereby hangs a tale -- a sad one, full of movies lost and found and a great pioneer career dismantled by the insensitive doings of time and fashion and then restarted by a scholarly generation devoted to film's great geniuses.

And that is where this movie, though based on a children's book, hews very close to the real life of Melies. He really was passed by quickly in the young world of movies. It's literally true that many of his works were melted down and turned into boot heels. And he did indeed almost end his life as a shopkeeper -- until rediscovered.

And now, this early film hero has turned into the hero of a 3-D family movie from the great Scorsese.

Among the sophisticated pleasures of this movie is that it comes out fully in favor of some of the newest bits of movie magic -- computer-generated imagery and modern 3-D, which, the movie cleverly shows us, is a direct relative of what movies' inventors, the Lumiere Brothers, showed us when they filmed a train arriving in a station head on.

In its very sly way, "Hugo" is a triumph of this movie year.

And its biggest audience -- children -- will neither notice nor care about most of the reasons why.

email: jsimon@buffnews.com

> MOVIE REVIEW

"Hugo"

Review: 4 stars (Out of 4)

Starring Asa Butterfield, Chloe Grace Moretz, Sacha Baron Cohen, Ben Kingsley and Jude Law. Directed by Martin Scorsese. 127 minutes. Rated PG for mild thematic material, some action/peril and smoking. Now playing in area theaters.