I’ve always had a weakness for villainesses. Sleeping Beauty was a snooze compared to the magnificent Maleficent. I adored Snow White; still her ravishing wicked queen of a stepmother was disturbingly alluring. Even that green-complected shrew on a broom who threatened Dorothy, the Wicked Witch of the West (the sheer power of that woman with her piercing cackle!) was inescapably fascinating; I was thrilled when she got her due and her backstory in “Wicked.” Now it’s Cruella’s turn and Disney does her justice in the deft and dazzling CRUELLA.

“It’s spelled ‘devil’ but it’s pronounced ‘de Vil’ ” and that clarification came as a bit of a shock to me. Hah! I never got the little play on words. That is the crux of this tale, the way it turns on the dual nature of our heroine and perhaps all wicked queens. It’s a coming of age story in which one brilliant little girl, Estella (at 12 played by Tipper Seifert-Cleveland) yearns to be a fashion designer. She’s bursting with creativity and opinions, but has to come to grips with the more forward side of her personality, her “Cruella” side, the side most young women have to wrestle to the ground and keep under wraps so as to appear more socially acceptable. As Estella grows up under the tutelage of a very sweet mother (Emily Beecham), she barely keeps herself in check when suddenly, one night, she experiences a shocking, cruel, and life changing  event! The scene went though me like a shot.

The rest of the tale unravels from there with the glorious Emma Stone in the lead as the now grown up Estella at odds with her new employer the equally glorious Emma Thompson as “The Baroness,” the powerful, take-no-prisoners head of a fashion dynasty. The screen crackles with the electricity generated by and between these two actresses. Stone’s character is a simmering slice of sly wit and off beat charm, sewing by day and scheming by night, learning more and more about who and why she is the way she is. It’s a marvelous, fully-imagined performance, and not so camp that we lose track of her pain and her heart. Thompson’s Baroness is a voluptuous volcano of venomous narcissism, spewing hilarious stinging retorts at her cringing minions. Credit co-screenwriters Dana Fox and Tony Mcnamara (The Favourite/The Great) with the bon mots.

As the film evolves, so do Oscar winner Jenny Beavan’s costumes. The two Emmas are decked out in sumptuous wardrobes that left me salivating. There are breathtaking rivers of silk and tulle rippling in trains of jewel tones from sleek satin bodices. Necklines slashed dramatically askew and topped with tall, arched and starched collars. It’s fairytale couture on steroids, served up in dazzling set pieces that left me breathless. The visual excitement extends to swashbuckling action sequences, curlicuing plot twists revealed in flashback, all of it propelled by a dizzying soundtrack (sometimes too imposing) that covers the exuberant ground that runs from the Beatles and Stones to Nancy Sinatra, Ike & Tina Turner,  the Doors, the Clash, the Zombies, and then some. Credit director Craig Gillespie (Lars and the Real Girl/I, Tonya) for juggling these elements in a way that feels tonally fresh, fun and up to the minute, equal parts gothic and glam, dark and light, without overwhelming the occasionally confusing plot and outpacing our attention spans.

Most of the secondary characters shine. Mark Strong brings his signature gravitas to a pivotal role as The Baroness’s valet. And I wanted much more screen time for John McCrea who plays Artie, a witty and talented fashionista, whom Estella enlists to help her. McCrea delivered each of his too-few lines with perfect comic timing. Kayvan Novak as a simpering toady named Roger was so funny, just looking at the expression on his face made me laugh. But John Fry and Paul Walter Hauser (perfect in Richard Jewell)  wash out as Jasper and Horace, Estella’s loyal sidekicks from childhood. Their banter, and there’s lots of it, falls flat and is hard to understand. I kept thinking it would have taken only one actor to fill both roles– the marvelously funny and gifted James Corden.  (Maybe in my next life I’ll be a casting director.)

I was amazed at how the film held me; this kind of cartoony, fantasy is less and less interesting to me the more I see. But Emmas Thompson and Stone pulled me in and kept me there, along with Fiona Crombie’s production design and Nicolas Karakatsanis lavish cinematography. Now I’m looking forward to seeing how the complex Estella/Cruella re-arranges her spots and where her wardrobe will take her.

CRUELLA is now available in select theaters and on Disney+ with Premier Access in most Disney+ markets. (134 minutes and rated PG-13)