“The Secret Life of Bees” surprised a lot of people when it came in second in the weekend box office. “Max Payne” took first.

This is quite fortunate because “The Secret Life of Bees” happens to be a thoughtful, well-made film definitely worth seeing..

Set in Tiburon, S.C., in 1964, “The Secret Life of Bees” follows an unforgettable summer that marks the death of innocence and ignorance of 14-year-old Lily Owns (Dakota Fanning).

Lily is a fearless girl looking for answers to questions left behind by her mother’s unfortunate early death.

Guided by the image of the Black Madonna, one of her late mother’s possessions, Lily embarks on the journey of a lifetime with her equally fearless caretaker Rosalee (Jennifer Hudson).

Running away from her father’s lies in desperate search for the truth, Lily fabricates lies of her own, which lead her to the home of the eccentric Boatwright sisters, May (Sophie Okonedo), June (Alicia Keys) and August (Queen Latifah).

As bee farmers, the Boatwright sisters produce honey under the Black Madonna label and an unconventional belief system centered around preserving the internal self despite corrosive external circumstances.

It is here that Lily finds the truth unraveling about her in unexpected ways.

Fanning leads with her strong emotive performance, while the powerful cast convincingly portrays the dynamic characters in Sue Monk Kidd’s original novel.

However, Hudson, while known for her commanding vocal presence, surprisingly fades into the background.

That’s unfortunate, given that she’s won an Oscar and seems like she could have brought a lot more to this film than she did.

Effectively directed by Jada Pinkett Smith, the film is anything but superficial and sweet, dealing with bitter topics like segregation, racism and child abuse. Lily’s struggle to liberate herself from a past injustice parallels the struggle of the civil rights movement, whose events are chronicled throughout.

Almost everyone who follows the film industry assumed that the weekend’s two big openers, Oliver Stone’s presidential biopic “W.” and the video game movie “Max Payne” starring Mark Wahlberg would dominate, leaving a smaller budget film like this to twist in the wind.

It turns out they were only half right. This sleeper hit wrestled its way to number two.

Overall, “The Secret Life of Bees is a compelling story. Solid direction, a strong cast and a powerful message combine to produce a film of excellent quality. Be sure to check it out.