Maybe this sounds familiar: A wise-beyond-his-station servant (Hector Elizondo) oversees the transformation of a lush-lipped young woman who suddenly finds herself thrust into a sharky world of privilege. And Garry Marshall directs. Only this go-round, the pretty woman is Mia (Anne Hathaway of TV's "Get Real"), an awkward San Francisco teenager who suddenly discovers that she's heir to the throne of "Genovia," a tiny European country. Her estranged grandmother, the queen, has just a few weeks to turn this ugly duckling into a swan, with the help of Elizondo's chauffeur. The queen, a contemporary Henrietta Higgins, is played by none other than Julie Andrews, Broadway's original Eliza Doolittle.

   Marshall's sharpest notes come from these sly references, including naming a secondary character "Puttanesca" (which is the Italian word for Julia Roberts's "Pretty Woman" profession). And Mia's loudmouthed best friend ("Scream 3's" Heather Matarazzo) has her own cable talk show called--gotta love it--"Shut Up and Listen."

   But the other 97 percent of the movie is ham-handed and by-the-numbers. Once Mia's true identity is publicized, she's suddenly--surprise--courted by her school's popular crowd (which includes teen Britney-bot Mandy Moore as a nasty cheerleader). And she--surprise--takes some of the starch out of her regal granny during a montage of incognito city fun (that can't help but draw fog-shrouded comparisons to Audrey Hepburn's back-of-a-Vespa romp in "Roman Holiday"). Andrews cruises along just fine being Andrews, but Hathaway is no Audrey or Julia. She's lovely to behold but, in the hands of Garry "Slappy" Marshall, she's chirpy and overanimated. Lady-in-waiting, perhaps, but not princess material. Starring Julie Andrews and Anne Hathaway. Directed by Garry Marshall. Written by Gina Wendkos. Produced by Debra Martin Chase, Whitney Houston and Mario Iscovich. A Buena Vista release. Comedy. Rated G. Running time: 119 min