By Ty Burr
Updated June 26, 1992 at 04:00 AM EDT

You can’t beat Disney’s Pinocchio for top-notch animation and dark childlike wonder, but there’s another version available in video stores that aces the 1940 cartoon on sheer casting hipness alone. Produced for Shelley Duvall’s Faerie Tale Theatre cable TV series, this Pinocchio hosts a boggling lineup of pop-culture has-beens, wannabes, and about-to-bes.

See Paul Reubens, a.k.a. Pee-wee Herman, as the puppet boy whose nose grows! See Carl Reiner make with a Chico Marx accent as a senile Geppetto! See James Coburn as an evil gypsy and James Belushi and Michael Richards (Seinfeld‘s Kramer) as drooling henchmen! Marvel at ’60s curios Lainie Kazan, Avery Schrieber, and cult-actress Helena Kallianiotes (Five Easy Pieces). Hear Father Guido Sarducci (actor Don Novello) read the narration. But don’t see Jiminy Cricket, since this version sticks closer to Carlo Collodi’s original 19th-century children’s story than Disney’s animated feature.

Best of all: Roar at the unintended irony of Reubens’ Pinocchio sitting in a darkened puppet theater, exclaiming, ”This is going to be the best show I’ve ever seen in my life!” — then sprouting a foot-long proboscis! And change the subject when your kids ask what you’re laughing at! B+