I had fairly high hopes for this film. I like the book on which it's based quite a bit. But the film, like the book, has both faults and virtues. In some ways, the two mediums wind up swapping faults and virtues.
One of the faults of the book was its structure. It included a framing story that broke up the main narrative and came across as a extraneous and cheesy. The film alters this part of the storytelling and reduces it to a brief prolog and coda. This works well and allows the script, the overall directing, and the art direction to empasize the circus and the period and the gritty reality of it all. These were also strenghts of the book, once the reader got past the other stuff.
On the other hand, the book was filled with great characters, all wonderfully cast by the reader's imagination. The film made a huge casting mistake for its two leads. They have no real chemistry and neither fits the part they are playing, resulting in some very disappointing scenes. It's also unfortunate that the realities of film reduced many of the interesting supporting characters to mere sketches. The one exception is the role of August, the ringmaster, who is both wonderfully cast and wonderfully played.
On the whole, this is a pleasant film, fun to watch for the period details and circus trivia. Readers of the book will be both delighted and disappointed.
Water for Elephants (IMDb)