Capsule reviews of films playing the week of Aug. 17 

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WATER FOR ELEPHANTS This adaptation of Sara Gruen's mammoth bestseller manages to be tasteful, mature, and even on occasion insightful. But that can only take a movie so far when there's no one around to constantly fan those flames of literary respect into something inherently, pulsatingly cinematic. Robert Pattinson, best known for Twilight, and Reese Witherspoon, not especially known for Twilight (but in a Trivial Pursuit aside, she did star alongside Paul Newman and Susan Sarandon in a 1998 movie with that name), respectively play Jacob and Marlena. He's an orphaned vet-school dropout who winds up landing a gig looking after the animals (including a soulful pachyderm) at a ramshackle circus; she's the big top's main attraction, as well as the wife of the quick-tempered owner, August (Christoph Waltz). August is already sadistic enough, but when he notices an attraction growing between his wife and this newcomer, his rage becomes even more pronounced, resulting in a jealous fit that threatens to destroy not only the lovebirds but the circus itself. Waltz's ringleader is almost as heinous as his Nazi in Inglourious Basterds (for which he won an Oscar), but the actor's excellent performance keeps his character from deteriorating into a buffoonish villain. He far outclasses the two stars, whose lack of chemistry undermines the love story that rests at the film's center. Visually, the picture is exquisite — the art direction by Terrence Malick regular Jack Fisk and camerawork by Brokeback Mountain cinematographer Rodrigo Prieto immerse us so thoroughly in the circus world that we almost smell the sawdust (though thankfully not the elephant dung) — but emotionally, it proves to be as airy and insubstantial as cotton candy. **1/2

X-MEN: FIRST CLASS X-Men: First Class is the best X-Men flick since the 2000 original, and while it's no match for either The Dark Knight or Superman, it still ranks among the top 10 movies to date in this specialized genre. It's that good. Working from a plot fashioned by six writers (including himself), director Matthew Vaughn employs a generous 132-minute running time in order to give all the characters and their predicaments breathing room. Front and center are Charles Xavier (James McAvoy) and Eric Lehnsherr (Michael Fassbinder), two powerful mutants who team up to stop a former Nazi (Kevin Bacon) from starting World War III during the height of the Cold War. They also elect to mentor other mutants all looking for acceptance in a world that is just now becoming aware of their presence but already fearing and despising them for being different. Both Charles and Eric are happy to serve as mentors to these tortured youths — among them, the shape-shifting Raven/Mystique (Winter's Bone Oscar nominee Jennifer Lawrence) — but to different ends: Charles believes that mutants and humans can eventually coexist peacefully, while Eric feels that humans deserve only contempt and must bow to mutant superiority. Vaughn appears to be something of a mutant shape-shifter himself, moving from the steely coolness of Layer Cake to the fairy tale romance of Stardust to the relentless brutality of Kick-Ass. Here, he ably demonstrates that he can tackle a mammoth Hollywood blockbuster without getting swallowed whole by the experience. Crucially, he never loses sight of the fact that the characters matter far more than the effects work (though the CGI is excellent), and such an approach results in some memorable characterizations as well as one standout performance by Fassbinder as Eric Lehnsherr/Magneto. ***1/2

ZOOKEEPER Leave it to Zoolander to have the foresight to succinctly sum up Zookeeper. In that 2001 comedy, Owen Wilson's Hansel blares, "Taste my pain, bitch!" — a declaration that Kevin James was directing at me for the duration of this ghastly film's 100 minutes. I'm sure that taste will still be lingering in my mouth in December, when it's time to draw up the year-end "10 Worst" list. For now, I'm reduced to shedding a tear over our animal friends: Between this and Mr. Popper's Penguins, they're having an especially bad summer. The screenplay cobbled together by five writers curiously spends a lot more time on the bland romantic woes of Kevin James's zookeeper than on the talking animals, although there is a protracted subplot in which Griffin bonds with a lonely gorilla named Bernie (Nick Nolte!) by taking him to TGI Friday's. James always projects a sincerity that's missing from too many of his lowbrow peers, but when all is said and done, he's still about as funny as head lice. Adam Sandler's monkey gets off a couple of good cracks, but otherwise, the animals (lions voiced by Sylvester Stallone and Cher, bears voiced by Jon Favreau and Faizon Love, etc.) prove to be even more dull than the humans, never doing anything remotely interesting or amusing. Replaying Zookeeper in my mind draws up another Zoolander quip: "I've got a prostate the size of a honeydew and a head full of bad memories." Nothing wrong with my prostate, but, man, does my brain need a detox. *