Ben Folds fans may curl their lips slightly at his original soundtrack for the CGI kids' movie Over The Hedge, which rewrites his caustic "Rockin' The Suburbs" as a chipper, profanity-free twitting of suburban consumerism, and uses his poignancy to sell the aching humanity of a bunch of animated critters. But he certainly could have chosen worse projects. Amid a sea of similar cartoons about hectically distressed animal friends (Madagascar, The Wild, et. al.), Over The Hedge stands out as genuinely witty and even a little barbed. Its chipper, sneering outsider's look at suburban sprawl and conformity isn't going to change the world, but it's still self-aware enough to be reasonably smart.

Bruce Willis stars as the voice of a scheming raccoon who, in a perfectly paced early setpiece, attempts to steal food from a vicious bear (Nick Nolte) and instead manages to destroy it all. Given a week to replace it or become bear food himself, he stumbles upon a cheerfully na√Įve "family" of woods-dwelling animals led by a conservative turtle (Garry Shandling). The suburbs are encroaching and they're understandably nervous, but Willis gets them hooked on human-produced junk food to manipulate them into doing his work for him. The plot is feather-light, but the filmmakers treat that as an advantage, making time for satire and slapstick alike. There's plenty of manic running around and screaming, and several of the silent-action-set-to-sad-pop segments that are fast becoming animated films' standard method of establishing tone and character. But directors Tim Johnson (Antz) and Karey Kirkpatrick can be surprisingly sly and methodical; in particular, their expectation-reversing, low-key approach to a much-foreshadowed caffeinated-squirrel gag sets Over The Hedge apart for its cleverness as much as its energy.

Over The Hedge features far too many subsidiary characters, and tries too hard to distinguish them with silly accents and voices. The B-list-star cast includes Steve Carell as the obligatory hyper squirrel, Eugene Levy and Catherine O'Hara as a pair of cornpone porcupines, Wanda Sykes as an attitudinal skunk, William Shatner as a hammy opossum and dad to Avril Lavigne, and more. But in spite of the overcrowding, the film concentrates on knowing gags and personal relationships instead of excess character business. As with Folds' music, the results are engaging, even charming, in spite of their consciously calculated attempts to engage and charm.