DISNEY'S "Teacher's Pet" is an entertaining treat that proves there's plenty of life left in traditional 2-D animation - even if the Mouse House is largely abandoning the art form and laying off hundreds of artists while embracing computer animation.

It may not reach the heights of "The Triplets of Belleville," but this surprisingly engaging, low-budget spin-off from an Emmy-winning Saturday morning cartoon series (created by famed illustrator Gary Baseman) boasts a clever script, top-drawer voice talents and Broadway-caliber songs that should appeal as much to adults as to their children.

"Teacher's Pet" is a terrific vehicle for Broadway star Nathan Lane, who irrepressibly reprises his TV voice for Spot, a large blue dog of indeterminate breed who has been passing himself off as a boy named Scott.

He's pulled off the unlikely masquerade so well that he has fooled even his fourth grade teacher, Mrs. Helperman (Debra Jo Rupp), the mother of his young owner and his classmate, Leonard (Shaun Flemming).

The screenplay, by Bill and Cherie Steinkellner (two veteran writers for "Cheers"), cleverly expands the premise by turning the Spot/Scott saga into a benignly twisted version of "Pinocchio."



After watching the Disney version on TV, Spot decides he will live out his fantasy of being a boy with the help of Dr. Krank (Kelsey Grammer), a mad scientist who has been experimenting with turning animals into humans.

Leonard and his single mother are headed on a vacation to Florida, where Dr. Krank lives with two of his failed experiments, an alligator (Paul Reubens) and a mosquito (Megan Mullally of "Will and Grace"), who, much to the doctor's annoyance, keeps calling Dr. Krank "daddy."

The all-too-clever Spot tricks his teacher into taking him along by impersonating Scott - as well as several members of his extended family, including Scott's mother and grandmother.

Dr. Krank is all too happy to experiment on Spot, even if a mistake in calculating his age in dog years turns our hero into a hairy, full-grown man.

Spot/Scott is puppy-dog eager to adjust his expectations, but Leonard, who was perfectly happy with Spot as a dog, becomes downright horrified when his mom falls in love with his new adult pal - and Spot/Scott starts looking forward to becoming his former master's stepdad.

It all gets straightened out, despite bumbling help from two other members of the Helperman household, a bird named Pretty Boy (Jerry Stiller) and a neurotic cat called Jolly (David Ogden Stiers).

Like most good animated films, "Teacher's Pet" works on many levels, with a story about fitting in that will appeal to kids - and more subversive jokes aimed at adults, poking fun at some of Disney's most beloved icons.

The animation, supervised by director Timothy Bjorkland, is deliberately crude, but it complements the wacky story line just as well as the excellent musical numbers, one of which is a spot-on homage/parody of Sondheim.

"Teacher's Pet" is even smart enough to include the title song from the wholly unrelated 1958 movie of the same title with Doris Day and Clark Gable, sung over the closing titles by Christy Carlson Romano.