How to explain the enduring allure of fairy tales? Snow White and the Huntsman star Kristen Stewart puts it this way: ''When good overtakes evil, it just feels f---ing good.'' But SWATH's dark new take on the classic has a lot more evil than Disney-raised audiences are accustomed to seeing. In this version, Queen Ravenna (Charlize Theron) is a monstrous villain hoping to consume the still-beating heart of her stepdaughter, Snow White (Stewart), and the huntsman (Chris Hemsworth) ordered to track Snow White through the Dark Forest is a despondent, hard-drinking widower. And that's to say nothing of the fierce large-scale battle led by the armor-clad fairest-of-them-all heroine. What would Uncle Walt say?

''It was always one of the more interesting fairy tales that I read as a kid — some of those images really scarred my retina and stayed with me,'' says Rupert Sanders, a first-time feature director known for his stylish commercials. ''Other [fairy tales] are a bit pink and fluffy and princessy, but Snow White has got a hard gothic edge to it. My approach was a big, epic, sweeping medieval film with the visual decisiveness of a graphic novel.'' But, Sanders says, it was just as important to have an emotional story to build upon. ''A lot of time as a commercial director you get saddled with 'Oh, he's style over substance.' This was a chance for me to create a great world based on a great story.''

Sanders' clarity about how the film should look and feel won him the gig — and a $100 million-plus budget from Universal. ''The studio was very trusting,'' says Sanders. ''I was expecting to be handcuffed to the set every day, spending that kind of money.'' His vision also helped attract the A-list cast. ''Rupert just has an incredible eye,'' says Theron. ''He knows how to create and give a sense of a real world. It's magical, but you feel it. It has a real effect on you.''

None of the actors pretend the road through the Dark Forest was easy. ''Rupert beat me up,'' Stewart jokes. ''He definitely threw me off cliffs and made me trudge through frigid, icy waters. It looks so cool, though. I can actually see the pain and discomfort and fear on my face. It's awesome.''

Sanders definitely appreciated Stewart's perseverance. ''What's great about Kristen is that it's one thing to be like, 'I'll jump off the building.' It's another thing to be s--- scared about jumping and then go ahead and do it,'' says the director. ''She didn't want to ride horses, and ultimately she rode in front of 200 horses galloping at full speed across the beach in front of an army. She's very brave.''

Hemsworth, meanwhile, inadvertently went Method to play the morose huntsman, because filming coincided with a strict diet to shed the 30 pounds he'd added to portray the muscle-bound Thor in The Avengers. ''I was mildly psychotic at times, I think,'' says the actor, who's married to Elsa Pataky from Fast Five. ''I was moody and tired — it fit the character well but not so much my home life. My wife could certainly back that up.''

Theron had a much easier time on the shoot. ''I did love being in that castle,'' she says. ''How many times do you get to pretend you live in a giant old castle and scream at people and order them around?'' By pure coincidence, Queen Ravenna's royal palace was built on the same stage at London's famed Pinewood Studios that housed the spaceship for Theron's other big summer tentpole, Prometheus. ''There were definitely a couple of mornings when I was driving to work and thinking, 'Okay, this is ridiculous,''' she says with a laugh. ''You cannot be jaded about this stuff.'' In Hollywood, there's always hope for happily ever after.