Wracked by guilt over what she believes is her responsibility for the tragic death of her mother -- and running away from a distant father (Paul Bettany) -- 14 year-old Lily Owens (Dakota Fanning) takes off with her caretaker Rosaleen (Jennifer Hudson) and heads to the South Carolina home of the Boatwright sisters a place that holds many memories of her own mother’s childhood. She is immediately taken under their wing and bonds with August (Queen Latifah) the family matriarch who runs the enterprising bee farm on the property and teaches Lily the ways of the honey. There’s also the spirited June (Alicia Keys) a music teacher resisting the marriage proposals of the well-intentioned Neil (Nate Parker) and fragile and childlike May (Sophie Okonedo). In forging new relationships with these women a whole new world of self-esteem is slowly opened for Lily. For Dakota Fanning her performance in Bees marks a turning point into a new phase of her already impressive career and in Lily proves she is able to move effortlessly into strong teenage roles and more sophisticated material. She’s quite touching as a young Southern girl who comes of age with the help of some wonderful African-American women at the height of the Civil Rights movement in 1964. Hudson also proves she can move comfortably beyond her Oscar-winning powerhouse debut in Dreamgirls. In Rosaleen she gives voice to a young black woman who is determined to exercise her right to vote for the first time but at a price. Latifah is warm and commanding and the Queen bee of this clan and her scenes with Fanning are nicely toned. In an unusual cast with lots of singers-turned-actresses such as Hudson and Latifah Keys also shows smart acting instincts even if her interpretation of June is a little on the flat side. Okonedo (Hotel Rwanda) is simply wonderful and touchingly understated as the shy inward May. You wish there was more with her. Among the men Bettany takes a one-dimensional role as the demanding father and gives it some light while Parker (The Great Debaters) and Tristan Wilds as August’ godson and Lily’s new friend are spot on. Gina Prince-Bythewood who directs and smartly adapted the popular Sue Monk Kidd novel does go for the sentiment inherent in an old-fashioned story of this kind. But she also thankfully doesn’t pour it on. She creates a world in the deep South that doesn’t shy away from showing the harshness of life for African-Americans but whose lives at least politically are right at a major turning point. Most of all though she nurtures some lovely performances and brings an ensemble cast together with ease and heart. Prince-Bythewood whose breakthrough feature was the entertaining sleeper hit Love and Basketball clearly knows how to bring out the best in her actors. Secret Life of Bees elicits laughter and tears in equal doses proving to be the kind of not obviously commercial but uplifting movie-going experience rarely seen these days.