A clever twist on a classic fairy tale, Mary Pope Osborne and Giselle Potter's Kate and the Beanstalk stars a whip-smart girl instead of traditionally lazy, not-so-bright Jack. Osborne's telling (aside from the gender switch) remains fairly faithful to the original: the hungry mother sends her child out to sell the cow, the cow is traded for magic beans, the angry mother tosses the beans out the window, a beanstalk grows, the hero(ine) climbs it, and vanquishes the evil giant, winning treasure in the process. A surprise ending (for Kate, anyway... astute readers may guess the outcome) gives the tale an extra jolt of happily-ever-after. It's Potter's remarkably original illustrations that make this version stand out, however. Rich yet muted tones invite the eye to linger over the flat pictures of oval-headed Kate (in her various disguises), the creepy, droopy-lipped giant, and the rest. Potter's award-winning illustrations have appeared in The Honest-To-Goodness Truth and Gabriella's Song, while the ever-popular Osborne is best known for her Magic Tree House series. (Ages 4 to 10) --Emilie Coulter