In 1931 Jacob Jankowski isthisclose to getting his veterinary degree at Cornell when, like lightning, grief strikes. To escape his woes, he runs away . . . to join the circus.

More precisely, he hops a freight carrying roustabouts from The Benzini Brothers Most Spectacular Show on Earth. No sooner does Jacob take a job shoveling muck out of the lion cages than this lad with animal skills and animal magnetism is named circus veterinarian.

Jacob (Robert Pattinson) is quite taken with Marlena (Reese Witherspoon), the platinum-blond equestrian. But she is already taken - by tyrannical circus owner August Rosenbluth (Christoph Waltz), a composite of two characters in this smoky and atmospheric film adaptation of Sara Gruen's novel Water for Elephants, adapted into a swoony sawdust-and-spangles affair by filmmaker Francis Lawrence (I Am Legend).

Steamy and sexy with a smack of sadism, the movie is a throwback to old-school Hollywood action/romance. What with its big, lush close-ups of the principals, Rodrigo Prieto's moody, humidor-brown cinematography, and the life-is-a-circus emotionalism, Water provides the basic movie-movie pleasure of beautiful people struggling their way out of ugly situations.

There's not a lot of vitality in Lawrence's direction, but there is in the sepia clutter of Jack Fisk's art direction and in the tension of the actors' performances, particularly those of Pattinson and Waltz.

Witherspoon is lovely and looks like a wholesome Jean Harlow in the period costumes, but the screenplay by Richard LaGravenese doesn't demand that she do much more than be decorative and anxious and gymnastic. She's a nimble trick rider and acrobat. It's not her fault that the 5-foot-1 blond is upstaged by Tai, the 8-foot-8 pachyderm with a stellar personality and a constellation of freckles, who plays Rosie.

In his first major role outside the Twilight franchise, Pattinson is both effective and affecting as the youth who pines to rescue the woman in jeopardy from her abusive spouse. His Jacob is a quick study who learns when to tell the truth and when to exaggerate it.

Waltz (who won a supporting-actor Oscar for Inglourious Basterds) delivers the film's standout performance as August, the possibly schizophrenic figure who projects a chilling sense of menace and possesses an unexpected sense of humor.

Lawrence's film, which careens from the seaminess of the sideshow to the glitter of the center ring, similarly exhibits some tonal mood swings. But it coheres in its fine performances, which include those of Hal Holbrook and Paul Schneider that bookend the film.EndText