I wasn't too keen on "Antz" before I saw it. From the trailers I thought the ants, with their bulbous heads and huge eyes, were a bit on the creepy side, especially in the gratuitous number of digital animation-flaunting close-ups the previews.

But these little bugs have so much character -- thanks to the packed-with-personality voices of Woody Allen, Sharon Stone, Sylvester Stallone, Gene Hackman and Christopher Walken -- that my perception of the ants did a 180-degree turn around in the very first scene, which finds frustrated worker ant Z-4195 (voice of Allen) obsessing over his shortcomings to a shrink.

"I've never been able to lift more than 10 times my own body weight," Z laments with Allen's unmistakable voice lending the complaint comically pathetic weight as only he can.

"Antz" is some strange and wonderful hybrid: A Woody Allen movie, with all the adult laughs, esteem issues and other accouterments that come with it, and a great kiddie flick, complete with the requisite warm and fuzzy character-building lessons.

It's also an amazing feat of computer animation, so advanced and life-like it almost makes "Toy Story" look like it was made by a kid with a box of 64 Crayolas. The smallest change in facial register on Z's face conveys almost as much as a human face could. According to the press kit, the animators developed new technology that allows for 300 seperate control elements (muscles, eyes, etc.) in the character's faces. All I can say is, I'm very impressed.

On a larger scale, "Antz" features unprecedented crowd scenes and multi-dimensional "sets" (a majestic, organic "Metropolis" ant hill interior, an ant's-eye-view of a picnic) that also raise the bar on this emerging art form.

But all this computer-created marvel would be useless without a good story, and "Antz" has that, too.

Z is a neurotic ant (natch), unhappy with his anonymous, conformist worker-ant existence, and in the process of a minor rebellion (clumsily plotting the romantic conquest of the queen ant's daughter), switches places with his muscle-bound army ant buddy (voiced by Sylvester Stallone) and finds himself very reluctantly marching off to war against the termites.

Z is the only survivor of the visually astounding battle (he was trapped under the body of a dead termite) and comes home a hero, which he parlays into a face-to-face with sassy Princess Bala, voiced by Sharon Stone, who is obviously having a ball in the role.

However, when Z's worker ant status is discovered, he cowers behind the princess and falls down a trash chute with her in his arms, leading to an adventure outside the colony where tennis shoe bottoms loom with danger and Z learns the strength of his individuality.

Soon Z and Bala set off to search for a fabled land of plenty called Insectopia (which turns out to be a picnic ground), along the way befriending new species (Dan Aykroyd and Jane Curtain speak for two WASPy wasps) and partake in much coy, romantic bickering.

Eventually, Z returns to the colony a legend for his adventures and has to save his people from a nefarious coup engineered by a military baddie with Gene Hackman's voice. (His henchman has Christopher Walken's voice -- talk about inspired casting.)

What makes "Antz" so good is that directors Eric Darnell and Tim Johnson didn't skimp on anything.

Visual effects prowess? Covered that already, and there's dozens of astonishing sequences I didn't mention. Action? Z's ride on an untied shoestring actually rivals a Jackie Chan stunt on the thrill-o-meter. Irony and charm? Woody Allen as a cartoon -- enough said. Wit? The dialogue is droll enough for adults and goofy enough for kids, often simultaneously:

"This stuff tastes like crap," says a fly in a campfire scene, then after a pause, "Hey! It is crap!"

"Antz" also scores big points by me for not being a musical, finally breaking with the most quality-decayed tradition American animated features.

In every other underdog studio's assault on Disney for a share of the lucrative animation market, the challenger has almost always been knocked on its ass like a no-name fighter up against Mike Tyson in his prime (somehow I don't think the Mouse house will like this metaphor). Warner Brothers laid an egg with both "Cats Don't Dance" and "Quest for Camelot," and Fox went 12 rounds but still came out the runner up with "Anastasia." But DreamWorks, Disney's most bitter rival, could be the Buster Douglas of the animation world.

"Antz" has everything a Disney cartoon has, and it's sharper, fresher and void of the Oscar-whore soundtrack.

Round two of this title fight is coming up: Disney's "A Bug's Life" -- another insect-set computer 'toon (can both succeed?), from Steve Job's Pixar animation house (the guys who made "Toy Story") -- opens on Thanksgiving day. Then next month DreamWorks premieres "Prince Of Egypt," the second swing in its one-two animation punch.

Ground-breaking in a completely different way, this is Hollywood's first big-budget animee drama -- it's the story of Moses.

Stay tuned, but in the mean time, toast the victory of the little guy and definitely see "Antz."