Writer/Director Doug Atchison held on to "Akeelah and the Bee." He held on to his vision even after the offers started coming in from producers, studios and visionaries who wanted to make "Akeelah" their own. He held on to the script even after tremendous financial offers arrived, because they wanted someone else to direct. Atchison held on, because he trusted his vision for "Akeelah and the Bee." He knew that he must be the one to direct this film, and he was right.

"Akeelah and the Bee" is the third spelling bee themed movie in the last three years. One can only hope it doesn't get dismissed due to this fact, because "Akeelah" is the shining star of the bunch.

The only real similarity "Akeelah and the Bee" has to last season's "Bee Season" is the outstanding performance of its young star. In "Bee Season," Flora Cross stole the show from both Richard Gere and Juliette Binoche, while in "Akeelah and the Bee" it is Keke Palmer who steals the mighty thunder of Laurence Fishburne and Angela Bassett.

Whereas "Bee Season" was based upon Myla Goldberg's rather mystical novel, "Akeelah and the Bee" is a much more straightforward, and ultimately more satisfying story of a young girl who lives with her widowed mother Bassett in South Central Los Angeles.

Akeelah shies away from her own intelligence, fearing the wrath of her fellow students. This reaction is not uncommon in economically challenged academic settings where the cycle of failure is, at times, so deeply seeded that to rebel in any way against it is met with fierce resistance and punishment. Yet, one day, Akeelah sees the National Spelling Bee on television and is mesmerized.

Akeelah begins to enter the spelling bees, but must practice in secret due to the opposition of her mother. While this rings of "Sister Act 2," rest assured it is played out with far greater humanity and authenticity.

"Akeelah and the Bee" works, first and foremost, because of the performance of Palmer, a 12-year-old actress, in the lead role. First seen in "Barbershop 2," Palmer displays tremendous patience and insight onscreen. Her focus is remarkable, and her manner of dialogue is impeccable. Her scenes with Fishburne, as a professor on leave following the death of his daughter and subsequent loss of his wife, are a study in the art of relational acting.

Just as brilliant are Palmer's scenes with two particular competitors, a young Asian-American named Dylan (Sean Michael Afable) and a Mexican boy named Javier (J.R. Villareal). Their interactions are at times both tender and intense.

It was hard, at times, to not think about the documentary "Spellbound," which followed actual contestants competing in the National Spelling Bee. In "Akeelah and the Bee," the authenticity is so rich and the characters so wonderfully developed that these fictionalized characters often feel more real than the true to life characters of "Spellbound."

It would be easy to fall into the "This is going to be one of those inspirational "rah rah" flicks." While "Akeelah and the Bee" is, indeed, an inspirational film, it is so much more than simply an inspirational film. Whereas many films that qualify as "inspirational," manufacture drama to create a heart-tugging storyline, Atchison has wisely allowed the characters to blossom individually and collectively. In the hands of weak actors and actresses, "Akeelah and the Bee" would not work. In the hands of Palmer, Fishburne and Bassett, "Akeelah and the Bee" becomes one of the most life-affirming, inspiring and entertaining films of the year.

A film such as "Akeelah and the Bee" calls out for a happy ending, and yet Atchison's script again builds authenticity and wisdom by creating an ending borne out of the truth of Akeelah Anderson as a young woman of truth, grace and personal power. In an American culture that can be far too consumed with one definition of success and one definition of happiness, "Akeelah and the Bee" challenges to the very end.

Perhaps, it is true, as Marianne Williamson once said and is quoted in this film "Our deepest fear is that we are powerful beyond measure."

"Akeelah and the Bee?"

Hmmmm. "Powerful beyond measure" spells it out perfectly.