Alice in Wonderland

I think that aquaeri hit the nail on the head about Alice in Wonderland: "I don't remember ever seeing a mainstream film that close to failing the Reverse Bechdel Test."

http://en.wikipedia.org/wiki/Dykes_to_Watch_Out_For#The_Bechdel_test

Also, they did a good job of capturing the look of the original Tenniel illustrations and updating them with animated effects. ( minor spoilers; possibly spoilers in the comments )