Hapless teenager Stanley Yelnats, convicted for stealing,even though he never committed the crime, is sentenced to Camp Green Lake, a correctional facility in the bone-dry desert far from a lake of any color. He and the other boys spend their days digging Holes." What they don't realize is that their friendships and support from one another will eventually bring them a treasure:

"It's got lots of strong messages about friendship and perseverance," says Louis Sachar, author of the popular novel, also adapted Holes for the screen. "I think it's an uplifting, fun story, so even though it kind of sounds grim about a boy sent to this horrible work camp it's actually an exciting adventure story where the kid rises above and becomes a hero. He teaches this other kid to read and that kid becomes a hero as well. So I think when the audience leaves, hopefully, they'll feel upbeat and positive," he says.

Jon Voight co-stars as the crusty taskmaster, obsessed with the poisonous lizards that slither around the work camp. "This character is a strange character and the movie itself has a style. One of the things about the story of Holes in Louis Sachar's book is that it has a style. It's humorous (and) because it has this humor in and a lot of love in it, it takes you into very serious places without hurting you. That's the secret of the movie. He's an abusive guy; in life, this is a very dangerous guy, but we can sit with him and enjoy him and not be threatened by him and go where he goes because of the style. There's always a little smile in it and that, I think, is important. Everything in this movie has a bit of a smile," he says.

Shia LaBeouf plays young Stanley, says "you see him start off as a boy and become a man. That's basically what the movie is about. The gist of it is there is a family curse and he has to overcome it."

Sigourney Weaver plays the feared warden of the work camp and says her 13-year-old daughter found the part for her. "She was only halfway through the book. She had only read two scenes with the warden, but she held it up to me and said 'mommy, you've got to read this book. You should play this character. It's a great character.' Then I read the book and thought she was really kind of unsavory by the end, but I think that Louis [Sachar] writes so subtly that there was a lot appealing about the warden before she gets desperate. Still, as a mother I found the end hard because she's willing to sacrifice these boys. It was harder to play a villain than I would have thought," she says.

Director Andrew Davis says the main challenge was to remain faithful to the book that appeals because it does not condescend to its audience. "Louis Sachar doesn't write books for kids. He writes interesting stories that kids are interested in. He has great empathy for how young people feel," he says. "This is his most mature book to date. I love this project because it does have a sense of history. It has a sense of who we are as people and where we've come from; but it's also funny. It's got great mystery and magic; and it's a wonderful stew of characters and themes and realities."

Holes also features Tim Blake Nelson as the seemingly sympathetic counselor at the camp; Khleo Thomas plays the young camp inmate Zero, whose story intertwines with that of the hero Stanley; and Patricia Arquette plays a frontier schoolteacher turned bandit whose legacy affects all the characters.