Napoleon Dynamite (PG)

Story
We are first introduced to our bushy-haired, redhead friend Napoleon (Jon Heder) in a vintage unicorn T-shirt, dangling a superhero action figure out the window of his school bus. When his much younger friend asks, "What are you going to do today, Napoleon?" our protagonist's first words are marked with an attitude that is unmatched by anybody other than Napoleon himself, "Whatever I feel like!" Napoleon and his chat room surfing brother Kip (Aaron Ruell), 31 with braces, live with their biker grandma (Sandy Martin) until she's injured quad running at the dunes and Uncle Rico (Jon Gries) comes to babysit. Dynamite becomes the campaign manager for the class presidency of his best friend, a new Mexican student named Pedro (Efren Ramirez), handing out key chains made by expert friendship bracelet-maker Deb (Tina Majorino). Dynamite also wins over the likes of Trisha (Emily Kennard) with a personal drawing of her that took forever, he winsomely says, "to finish the shading on her upper lip"; wears a vintage suit to his school dance; and injures his scrotum with a time machine purchased on the Internet. If this proud geek wasn't being kicked during class and pushed into lockers after, he could just as easily be considered the coolest dork in town.

Acting
Jon Heder masters the coolness of weird and the awkwardness of youth through his social reject Napoleon Dynamite. Heder certainly has the open-mouthed, squinty-eyed, spectacle-clad doofus down to a T. From breaking an excessive sweat after practicing dance moves in his room, to throwing fruit at his Uncle Rico, to showing a pent-up rage while dancing for Pedro's candidacy speech, Heder does every little thing with a resentful anger that makes his performance unforgettable and oh so laughable. As dazzling as he is alone, Heder's act benefits when complemented by his equally outrageous costars. Ruell does a notable job portraying the fragility of his character Kip, perfectly displaying the transition from computer geek to ghetto superstar, thanks to new girlfriend LaFawnduh (Shondrella Avery). Gries is Uncle Rico--his constant nostalgic comments about his chance to "make State" in high school football in 1982 really start to get on your nerves. But Majorino takes the cake for the hilarity with which she depicts her character, down to her hairstyles, outfits, jobs, and hobbies. Her character Deb is eerily reminiscent of Dawn Wiener (Heather Matarazzo) from 1995's dork homage, Welcome to the Dollhouse. One of the most attractive things about the movie is the organic love story that unfolds as Napoleon and Deb realize that they're in fact two peas in a pod.

Direction
Jared Hess directs Dynamite, written by him and wife Jerusha. This movie is his baby, as his only other directing and production credits include Peluca, 2003's 9-minute short film focused on the character of Napoleon Dynamite, then dubbed Seth. Without special effects or an expensive budget, Dynamite will blow you away with its simple cinematography, paralleled by the plain rural town in which the movie is set. Each of his characters has a specific quirky personality that they stay true to every minute on camera. Dynamite's Deb seems to look to Welcome to the Dollhouse's Dawn for fashion and boy advice. The two films are geek anthems that are both pathetic and inspiring at the same time. Just as Dollhouse reached its peak with a fuming Dawn marching over to her male obsession and releasing her rage over years of being unaccepted, Dynamite reaches a whole new peak with the curiously angry Napoleon putting on an emotional dance performance in front of his victim of choice--the entire student body class.

Juno (PG-13)

Story
Juno pulls no tricks, opening with teenage sex that leads to pregnancy, which would be a shocking climax for most movies. And Juno (Ellen Page) pulls no punches: The offbeat Minnesota teen and unexpectedly expectant mother simply cannot bite her acidic tongue. But as Juno comes to terms with her pregnancy, she softens. The terms of her pregnancy—that is, after deciding against “procuring a hasty abortion”—are that she will give her newborn to a baby-deprived married couple, Vanessa (Jennifer Garner) and Mark (Jason Bateman), from upscale suburbia. And helping Juno come to said terms are her father (J.K. Simmons), stepmom (Allison Janney), best friend (Olivia Thirlby) and, from a distance, the dad-to-be, Paulie Bleeker (Michael Cera), who himself doesn’t look too far removed from infanthood. But Juno soon discovers that these nine months won’t pass by without physical and emotional pain—pain for which her icy-exterior defense mechanism is no match—and that some grown-ups still want to be children.

Acting
Twenty-year-old Ellen Page (Hard Candy) is an age chameleon as the title character: Physically, she passes for Juno’s age of 16 with ease, and whether Juno acts like a late-‘70s/-punk-era throwback or a plain old 21st century teen, Page has no problem. But it’s her range of emotion as Juno that is most impressive. Page first endears you with her ability to shoot off quick, rhythmic sarcasm at an astonishing rate—she’s hilarious, if initially a tad sitcom-y; it’s her vulnerability as the movie progresses, however, that is even more endearing and will move you beyond what you thought possible given the way Juno begins. Such an amazing yet believable transformation is what makes this possibly the year’s best performance from an actress (even the Academy might be forced to agree). There’s a major drop-off in screen time for the other actors, but not in quality. Neo-geek god Cera (Superbad) understands what makes comedy funny as well as anybody, but he throws the occasional, and totally effective, curveball at us with scenes of tenderness; Garner, in true “Who knew?” fashion, gives a superbly delicate, against-type performance; Bateman, reuniting with his Arrested Development son Cera and The Kingdom costar Garner, is typically flawless in his small but crucial role; and Simmons (HBO’s Oz) and Janney are pleasant surprises, casting-wise, as Juno’s free-spirited voices of reason.

Direction
Even if you knew nothing of Juno going in, it’s easy to pick up on the fact that the movie’s voice is unlike any you’ve heard in a while—it’s totally fresh, in every sense of the word. That’s because a brand new writer, Diablo Cody, and a new-ish director, Jason Reitman (Thank You for Smoking), are the brains behind the operation. Cody, whose past as a Minnesota stripper has been well documented/exploited, is most responsible for the greatness that is Juno. It’s one of the best debut scripts in recent memory, fearless for refusing to conform where other first-timers err on the side of conservatism. Cody doesn’t just elect not to go the conventional route; she gives it the finger! At the same time, Cody is unconcerned with maintaining the movie’s sheer coolness, as evidenced by Juno’s soft-around-the-edges second half. And then there’s Reitman, who sits back and lets the writer work her untapped magic—to a certain extent. Where the sophomore director shines is not just visually and audibly (the best soundtrack of the year features Moldy Peaches and lead singer Kimya Dawson quite prominently, as well as Belle and Sebastian, Cat Power and others), but tonally. He weaves Cody’s superb script, which could’ve taken a completely different turn in the hands of another director, into a simultaneously upbeat and downbeat near masterpiece. Reitman also plays no small part in the incredible performances turned in by the cast.

Fanboys (PG-13)

Story
Eric, Windows, Hutch , Zoe and Linus are the very definition of Fanboy -- five lifelong friends who live for everything George Lucas dishes out, at least when it comes to Star Wars. Realizing that the suddenly ill Linus may not live long enough to see the upcoming Star Wars Episode 1: The Phantom Menace , the gang sets out on a long dreamed-of adventure: criss-crossing the country to go and break into Lucas’ Skywalker Ranch in Northern California. Their amended goal now is to try and steal a print of the unfinished movie for Linus to see before it’s too late.

Acting
Fanboys has been lovingly cast with a promising group of young actors who instantly get the wit and charm of a smart and funny screenplay that is tailor-made for the inner-Jedi in all of us. As Linus, the heart of the film, Chris Marquette perfectly captures the obsessive , never-give-up nature of a devoted Star Wars freak. Equally fine are Jay Baruchel (Tropic Thunder) as Windows, Sam Huntington as schemer Eric and paunchy and funny Dan Fogler (Balls of Fury) as Hutch, whose van is used to get to their golden destination. Also along for the ride is Kristen Bell as Zoe, the lone girl in the group who apparently loves this stuff as much as the boys. She provides a nice, welcome diversion. Showing up in cameos are Seth Rogen and a raft of Star Wars figures, including Carrie Fisher and Billy Dee Williams. Even Star Trek’s William Shatner makes a brief , amusing appearance.

Direction
Director Kyle Newman wrapped Fanboys in 2006 only to have the studio take it back, have it partially reshot to remove the cancer subplot and then see it trashed on the Internet by real-life Fan boys offended by the studio tinkering. Newman was brought back in and recut the film to its original state, and its a good thing. Fanboys is a blast ,a sweet surprise for the new year –a wise tribute to obsessive sci-fi fans everywhere.

Coraline (PG)

Story
Based on the graphic novel by Neil Gaiman (Sandman) and re-conceived by director Henry Selick (The Nightmare Before Christmas, James and the Giant Peach) in 3-D stop-motion animation, Coraline (voiced by Dakota Fanning) opens a world of twisted wonder when she passes through a secret door in her new house and suddenly discovers an alternate existence mirroring her own life but making it so much more interesting and satisfying until her Other Mother (Teri Hatcher) tries to turn her little visit into a permanent one.

Acting
Fanning is the ideal Coraline -- curious, fickle, frightened and determined. She does an excellent job bringing to life this young girl suddenly caught up in an extraordinary adventure that rivals what Dorothy went through on the road to Oz. Hatcher is properly bland as her real mother and slippery as her Other -- she’s clearly having fun ditching Desperate Housewives. Standout is Keith David, voicing an exquisitely drawn but quite mysterious Cat. There’s also brief but amusing work from the team of Jennifer Saunders and Dawn French (Absolutely Fabulous) as Coraline’s very very British and very eccentric neighbors and an even wackier Ian McShane as the Russian Mr. Bobinsky.

Direction
Selick has created a modern classic that tops even his brilliant Nightmare Before Christmas, turning the world of Coraline into something we’ve seen before. It’s Alice in Wonderland times 10 but, despite its soft PG rating, is really dark stuff. Kids won’t be turned off by this, but some not-clued-in parents might. The film will be shown in both 3-D and regular formats, but go for the 3-D version if possible. It’s a mind-blowing use of the technology and perhaps the best yet put on screen.

Chocolat (PG-13)

Story
Things haven't changed much in this small town where everyone faithfully goes to mass each week and widows stay dressed in black for life. Enter Vianne (Binoche), a single mother with ancient Mayan chocolate recipes that awaken the villagers out of their "slumber" and revive their deepest desires. Soon after they taste Vianne's delightful chocolates, grumpy couples are making love like newlyweds, estranged relatives are speaking to one another once again and a battered wife finds the strength to stand up for herself. This causes change in a town that has remained the same since the World War I - change that the mayor is adamant on putting a stop to, personally.

Acting
Binoche's Vianne is a delight to watch on the big screen, playing a complicated character filled with wisdom, strength, grace and the tenderness of a mother. Judi Dench's portrayal of a hard-nosed landlord eager to spend time with her estranged grandson provides the right blend of comical relief in this gem. Johnny Depp provides plenty of sex appeal as the drifter who brings more "trouble" to the town, but offers little depth to his character.

Direction
Director Lasse Hallstrom's follow-up to The Cider House Rules is a true winner and deserving of an Oscar nomination. The story of how a single woman and her sweet delicacies can have such a profound impact on a staunch, rigid town captivates with real-life drama and light comic relief. Although Binoche is the messenger, Hallstrom never lets the viewer forget what's at the core of this sweet tale and the remedy to the villagers' disease: the rich sweet taste of Vianne's chocolate. From the kitchen scenes where Vianne stirs the creamy brown liquid to her beautifully decorated shop, the tantalizing chocolate is never far from the camera's lens.

Beverly Hills Chihuahua (PG)

Story
Chloe (voiced by Drew Barrymore) is a diamond-drenched, pampered pooch who lives the high life in Beverly Hills. Beloved by her owner, Aunt Viv (Jamie Lee Curtis), and adored by the landscaper’s Chihuahua, Papi (George Lopez), she is left with a babysitter, niece Rachel (Piper Perabo), when Viv takes off on vacation. Rachel impulsively departs on a last-minute weekend romp to Mexico, with Chloe, who not only gets lost south of the border but ends up in some very bad company. Saved from certain death in a dog fight, she hooks up with a street-savvy German Shepherd (Andy Garcia) harboring a dark secret from his past life as a police dog. Along the way, her diamond ID collar is swiped by a conniving rat (Cheech Marin) and his accomplice, a very fidgety Iguana (Paul Rodriguez), leading to major chaos as all of them are pursued by the vicious El Diablo (Edward James Olmos), a Doberman out for revenge and one very disoriented Chihuahua. Will Rachel and Papi be able to find her in time before clueless Aunt Viv’s return? That’s the burning question.

Acting
Basically a talking dog movie with a heavy Spanish accent, Beverly Hills Chihuahua doesn’t exactly shy from stereotyped Mexicans, but since this is a canine Babe it manages to get away with just about anything simply because these pooches are just so darned cute. The voice cast, which features such Latino stars as George Lopez, Edward James Olmos, Paul Rodriguez, Cheech Marin and Andy Garcia, is perfectly cast, lending a lot of fun to the proceedings, especially Lopez as the lovably loyal Papi and Marin as a jewel-thief rat. Barrymore is also ideal as the ultra-rich and spoiled Chloe, who is the equivalent of a canine Paris Hilton. The human actors are basically wallpaper, with Curtis given little dimension in her relatively brief screen time and Perabo spending most of the film searching for the pup she carelessly misplaced. Manolo Cardona does nicely as the family gardener who helps out in the search. But it’s the remarkable real dog stars that steal this show. You have to wonder how their trainers, led by Birds And Animals Unlimited’s Mike Alexander, pulled some of this stuff off. These animals are more three-dimensional than most real thesps we’ve seen lately and actually do seem to be mouthing their lines (including some very clever dialogue).

Direction
The old show-business adage says to never work with kids or animals--they take center stage everytime. In this case, director Raja Gosnell and the group of talented trainers behind the cameras have proven the saying absolutely right. Dominating the breezy 86-minute time, the bulk of the movie is devoted to stars of the four-legged variety, and Gosnell makes it look easy with inventive camera angles, giving us the POV of all the various dog stars who seem to be taking on the distinct personalities of the “characters” they are playing, particularly the soulful down-and-out ex-police dog Garcia voices. You really do wonder what this dog’s deep, dark secret is and the relationship forged between him and Chloe is genuinely real. It’s a tribute to Gosnell’s talents and the entire behind-the-scenes team that Beverly Hills Chihuahua turns out to be the family delight it is.

American Teen (PG-13)

Story
Filmed over the course of the 2005-06 school year at Warsaw Community High School in Warsaw, Indiana, American Teen documents the many trials and triumphs of a group of seniors: endearing, eccentric Hannah Bailey; earnest basketball star Colin Clemens; queen of the popular crowd Megan Krizmanich; awkward loner Jake Tusing; and charming Mitch Reinholdt. The camera follows them as they cope with everything from painful breakups and new love to championship games and college applications, capturing the stress, joy, agony, and confusion of being a teenager. There's not much here that many other teen movies—particularly those in the John Hughes canon—haven't dealt with before, but because it's all new to these kids, it feels fresh and compelling. Not to mention heartwrenching; if you've already left high school behind you, don't be surprised to find yourself thanking your lucky stars.

Acting
Although American Teen is a documentary, the realities of being a teenager mean that its subjects end up acting every day. Hannah puts on a tough face when she returns to school after a long absence due to a bout of depression. Megan acts like she'll be OK if she doesn't get into Notre Dame (a long-standing family tradition). Mitch tries to pretend that he doesn't care that his friends don't understand why he'd want to date an "outsider" like Hannah. Because viewers get to see the truths behind these pretenses, they're all the more affecting; Hannah, in particular, will win you over with her big dreams and fierce determination. But while there's no shortage of raw, honest moments, it's impossible not to feel like the kids are putting on at least a bit of a show for the cameras; raised in the era of reality TV, you can tell that they know what interpersonal drama is "supposed" to look like.

Direction
No stranger to gripping documentaries, Nanette Burstein—who also directed On the Ropes and The Kid Stays in the Picture—is clearly aware of how closely her film and its subjects mirror their fictional counterparts in Hughes' classics like The Breakfast Club. But it's precisely this awareness that makes the film's point so clear: Stereotypes and clichés rule high school just as thoroughly in the real world as they do in fiction. And teens have to negotiate the pressures and boundaries imposed by those labels every day. The fact that Burstein really helps her audience get to know the kids she spent a year with makes what they go through both personal and moving. It's not the most original documentary you'll see, but it certainly taps into emotions that we can all identify with.

Yours, Mine and Ours

Story
Frank Beardsley (Dennis Quaid) is a widowed Admiral from the U.S. Coast Guard with eight kids and one hell of a regiment. In fact, you could call him downright anal retentive when it comes to raising his children. Meanwhile, his poor kids ardently hope that someday they’ll land somewhere permanently. They get their wish when Frank runs into Helen North (Renee Russo), his former high school sweetheart. Helen is also widowed, a free-spirited handbag designer with 10 kids who takes a more relaxed approach to parenting. Deciding its fate they’ve been reunited, the two get married without their combined 18 children knowing about it. When the kids find out that their lives are about to drastically change, all 18 of them band together to break up their parents--but learn a few life lessons instead. Sweet, isn’t it?

Acting
Watching Russo is always such a treat. Even grappling with a script like Yours, Mine and Ours, she manages to make the most of her eccentric, flustered character. Quaid, on the other hand, deviates little from the character he played in The Parent Trap, or The Rookie or any other movie he’s been in lately. If you have seen one of his movies, you’ve seen them all. Thankfully, the kids are the best part of the movie, each of them finding a way to endear themselves. The youngest two kids--Ethan Beardsley (Ty Panitz) and Aldo North (Nicholas Roget-King)--are the most entertaining to watch because they are so young and naïve. Whether they are getting in trouble for something their older siblings put them up to, or fearing the “hammer” (aka the Admiral’s discipline plan), they bring some welcomed relief in the otherwise stale comedy.

Direction
Director Raja Gosnell, best known for helming comedies such as Scooby Doo, Big Momma's House and Never Been Kissed, should know have known better than to try to resurrect and remold the Lucille Ball/Henry Fonda1968 original. It just isn’t necessary. To start with, the story, which is based on the real Helen North Beardsley’s book Who Gets the Last Drumstick?, isn’t all that entertaining. It’s also a little dated for these modern times, especially when we’ve seen the same material covered in far better films such as Parenthood. But at least Gosnell knows how to highlight the calamity of having 20 people together in one house--a house which also includes two large dogs and a pot-bellied pig. Yeah, a pig. Whether it’s a paint fight among the family, or a party among the older kids, Gosnell puts you inside this zoo the Beardsley-Norths call home. Just be glad you don’t live in it yourself.

Zack and Miri Make a Porno

Story
On the surface, Kevin Smith has crafted a clever concept, a ragtag group attempts to make a porno film in order to get some quick cash. The underlying story is the platonic relationship between roommates Zack (Seth Rogen) and Miri (Elizabeth Banks), whose friendship goes to a whole new level once they find themselves out of cash and decide to cast themselves in their own triple XXX film. After meeting a gay adult film actor at a party, Zack comes up with the get-rich quick idea to make a porn movie, enlisting Miri’s help and convincing her that it will not affect their friendship. They set about casting the rest of the film with a disparate group of participants, including the very self confident sex maniac Lester (Jason Mewes), superstud Barry (Ricky Mabe), gorgeous blonde bombshell Stacey (adult film icon Katie Morgan), and daring, kinky Bubbles (legendary Traci Lords). What seemed like a simple proposition turns complicated when Zack and Miri, in the heat of simulated lovemaking and in front of the whole crew, discover they may be more than just friends.

Acting
Even considering his great work in Knocked Up, Zack is Rogen’s most accomplished character to date, a lovable loser who uses last-ditch initiative to turn his life around and in the process discovers more than he ever bargained for. Chemistry is a tricky thing, but Rogen certainly has it in spades with co-star Banks, who takes what could have been a broadly sketched role and turns Miri into a three-dimensional woman who doesn’t even realize her true soul mate may be right under her nose --literally. You root for these two all the way. The wonderful supporting cast is unique, to say the least, including adult film star Katie Morgan, making her mainstream debut as the ditzy Stacey. After some 200 “real” XXX films, she graduates to the big leagues in style and shows she may have a future outside of her niche. Lords, who made that leap some time ago, niftily sends up her own former image and shows fine comic chops and a willingness to dress deliciously inappropriately. As for the guys, Mabe is very funny, but Jason Mewes (Jay of Jay and Silent Bob), lets loose with a hilarious and totally uninhibited portrayal of a sex addicted tattooed dude willing and able to do anything on camera. Also nearly stealing the show is The Office’s Craig Robinson, a married crew member who is excited to help out buddy Zack because he wants to see “titties.” And in extended cameos, Justin Long, as a gay porn star, and Superman Brandon Routh have a great time sending up their straight movie images, playing bickering boyfriends.

Direction
Kevin Smith has always gone for the jugular, challenging the ratings boards and pushing the envelope in his films ever since the classic “dirty movie” Clerks made him famous. But not since his early films, such as Chasing Amy, has he showed such style and maturity as a filmmaker as he does in Zack and Miri, his most outrageously hilarious and accomplished movie to date. Yes, he does continue going for shock value (there’s a laugh-out-loud moment involving a certain bodily function, natch), but his story is grounded in reality, recognizably human and engaging. He milks this genius comic premise for all its worth but gives it an extra dimension that makes it different, unexpected and finally memorable. Mostly though, it’s just plain fun.

Zoolander

Story
Once the world's most famous male model, Derek Zoolander (Ben Stiller) finds his star waning when he's edged out of the VH-1 Male Model of the Year award by his arch rival, the kooky, new-age, hippie model Hansel (Owen Wilson). Rejected and dejected, Zoolander embarks on a quest to find himself and finds an unlikely companion in the brainy reporter (Christine Taylor) who helped bring about his downfall with her Time expose. But others have their own diabolical plan for Zoolander in the works--namely, the evil fashion designer Mugatu (Will Ferrell) and Zoolander's own agent, Maury Ballstein of Balls Models (Jerry Stiller). Mugatu, fearing the Malaysian prime minister will raise the minimum wage and thus drive up costs in the fashion industry, is scheming to have Zoolander hypnotized into killing the prime minister.

Acting
Zoolander and Hansel are about as deep as a lake on the moon, but Stiller and Wilson ham up their dumb-himbo roles without being too in on the joke as the modeling industry is spoofed mercilessly. Somehow it's not so far-fetched to imagine Mugatu's haute couture "Derelicte" line, the "look of the homeless," being sold at a Saks near you this fall. Blonde, corseted, and bearing a frightening resemblance to Prodigy's lead singer, Ferrell manages (for once) to be both over-the-top and funny as the villainous über designer who became a fashion prodigy after creating the piano-key necktie. Taylor (a dead ringer for a grown-up Marcia Brady) as diligent journo Matilda is the film's straight man, but keeps up with the boys' pace and pulls off some great reaction shots--watch as she incredulously rebuffs Zoolander after he makes the assumption she wants to sleep with him.

Direction
In addition to co-writing and starring, Stiller also directed this piece of slapstick fluff that he and writing partner Drake Sather created out of their 1996 VH1 Fashion Awards sketch. The very idea that Stiller and Wilson could be two of the world's top supermodels is a funny enough premise on its own (although it leads to one rather frightening thought: are male models such cultural centerpieces that spoofing them warrants an entire movie?). Well, whatever; its all in silly fun, anyway. Some of the jokes don't stick and a few are overlong, but most work--the Thriller style showdown, a "walk-off" between the two to determine once and for all who's tops, is a belly-busting bit of comic genius. When Stiller's on, he's on. Just try to refrain from looking for the World Trade Center in the shots of New York City.

Bee Movie

Story
Unlike a certain star/co-writer/producer’s namesake sitcom, Bee Movie is not about nothing. When we first meet Barry B. Benson (voice of Jerry Seinfeld), he is about to graduate to a full-blown honey-making bumblebee—class of 9:15! But he soon learns that the nectar of bees’ labor isn’t doing all the good he’d always imagined. For his first venture out of the hive, Barry hitches a ride with the “pollen jocks” to do some work on a sunflower. Entranced by what he thinks is a flower, Barry buzzes his way down and grabs hold—only to discover that it is a tennis ball, to which he is now stuck. After being catapulted to freedom from the ball’s fuzz and ricocheting throughout all of Manhattan, he winds up in an apartment belonging to Vanessa (voice of Renee Zellweger) and her boyfriend Ken (voice of Patrick Warburton). Vanessa saves Barry from Ken’s wrath, which leads to a long-lasting friendship between them, even though Barry committed the sin of talking to a human. However, Barry’s eyes become wide open to her fellow humans’ frivolous extraction and usage of honey and vows to sue humankind—and he wins. But the victory becomes bittersweet and a hard-learned lesson for Barry on how honey, in a way, makes the world go ‘round.

Acting
Man, this Seinfeld guy really has some friends in high places! Seemingly his whole Hollywood Rolodex laid down some vocals for Bee Movie, even though you’ll only recognize the ones who "play" themselves—and, of course, Chris Rock. The comic and Seinfeld crony, whose high voice and energy are perfect for animation, is probably the best of the bunch, playing a mosquito in peril named Mooseblood. But the A-list voices don’t end there: Matthew Broderick, Oprah, Larry Miller, Megan Mullally, Rip Torn and Michael Richards are among the heard but not seen, while Sting, Ray Liotta and Larry King hilariously poke fun at their flesh-and-blood selves. Seinfeld himself, however, is often hit-or-miss as the animated protagonist. He’s funniest when going on a somewhat tangential rant, as Barry tends to do, but delivering straight lines and tangibility his target audience can relate to are a bit of a stretch. Zellweger’s acting style, while great in live action, is even less fit for animation. As Barry’s friend with hints of bee-human romance, she is rather bland and even seems out of sync at times with her character’s expressions.

Direction
Perhaps we’ve just been spoiled by the Ratatouilles of the animated-film world, but Bee Movie has nothing on the field’s leaders. You’d expect a little something more from Seinfeld, who co-wrote (with Spike Feresten, Barry Marder and Andy Robin), produced and altogether shepherded Bee—maybe a “What’s the deal with…?” nod to his stand-up faithful, or more making-a-fuss-over-nothing rants, or just overall edgier comedy—but he goes straight for the tyke demographic and his style doesn’t quite seem to be on children’s wavelength. It’s often funny, with occasionally sharp jibes on the animal kingdom (is there any other kind of premise for an animated movie these days?), but rarely witty. And when the movie takes a Happy Feet-like preachy twist towards the end, it’ll be too sappy-sweet for even the ones in your lap. Visually, directors Steve Hickner and Simon Smith’s movie doesn’t really approach Pixar’s work, but they make up for it with fun rollercoaster routes through the skies and skyscrapers of Manhattan. All in all, Bee Movie’s large team of writers and directors scrape together enough for kids to enjoy, but kids these days have come to expect more than just “enough” from their animated movies.

Alien: The Director's Cut

Story
When Alien was released almost a quarter of a century ago, moviegoers lapped it up to the tune of $78.9 million--enough to make it the second highest grossing film of that year. Renowned film critic Pauline Kael, who wrote about the Alien phenomenon in The New Yorker, noted: "It was more gripping than entertaining, but a lot of people didn't mind. They thought it was terrific, because at least they'd felt something; they'd been brutalized." Now, in an era utterly saturated with the genre, the film still assaults audiences on a level that has yet to be matched. The story in Alien: The Director's Cut remains the same: seven crewmembers of the commercial ship Nostromo are awakened from their cryo-sleep capsules halfway through their journey home to investigate an S.O.S. distress call from an alien vessel. Unbeknownst to crew, the distress call is actually a warning. When three crewmembers leave to investigate the abandoned ship, they unsuspectingly allow an alien life to board the Nostromo, a galactic horror that begins to kill the crew one by one--leaving only one exceptionally tough woman.

Acting
Ellen Ripley (a very young Sigourney Weaver), who leads the fight for survival against the alien, has to date returned for three sequels: James Cameron's 1986 Aliens, which earned Weaver an Oscar nomination for Best Actress, David Fincher's 1992 Alien3, and Jean-Pierre Jeunet's 1997 Alien Resurrection. For fans who have followed Ripley's evolution from a by-the-book crewmember to a hybrid, half-alien, half-human clone, it's exciting to revisit the roots of her character and understand what fuels her revenge. The rest of the ensemble, including Tom Skerritt as Captain Dallas, Veronica Cartwright as Lambert, Harry Dean Stanton as Brett, John Hurt as Kane, Ian Holm as Ash and Yaphet Kotto as Parker, seems just as appropriately cast today as it probably did then, and even 25 years later the crew of the Nostromo doesn't look like a '70s interpretation of futuristic space workers.

Direction
To revisit the set of Alien's Nostromo, director Ridley Scott (Matchstick Men) and his team of archivists sifted through hundreds of boxes of film footage discovered in a London vault. From this material, unseen in almost 25 years, Scott selected new footage, which then underwent digital restoration, matching it to Alien's newly polished negative. The result is six minutes of additional footage, which goes to show how little improving the original film needed. The most palpable addition is a scene in which Ripley stumbles upon "the nest," where she discovers that her crewmates have been cocooned by the alien. But the rest of Scott's additional footage is so subtle that even diehard Alien fans will have a difficult time pinpointing the new material, which consists mainly of new shots of the slimy and metallic alien. The Director's Cut also features a brand-new six-track digital stereo mix, which strengthens the film's slow but intense cadence with its pulsating beats. But remastered or not, the film remains as gripping today as it was when it was first released in 1979.

Taken

Story
Move over Jason, Taken is the best action movie since The Bourne Ultimatum and, in fact, seems to be inspired by the frenetic nonstop pacing of that huge international franchise. Neeson plays a tough-as-nails former government operative who now helps out doing special security gigs, such as protecting a Madonna-like rock star (Holly Valance). His whole life now revolves around his teenage daughter (Maggie Grace), who enlists her mother and Dad’s ex-wife (Famke Janssen) to get his permission to let her go on an unsupervised European holiday with her best friend (Katie Cassidy). All hell breaks loose when the two are kidnapped in Paris and sold into a sexual slavery ring, and Dad flies off to get her back.

Acting
Although great action stars are few and far between these days, Neeson proves he’s got what it takes to put both Daniel Craig and Matt Damon to shame. If anything. his character here is too good. He’s a kick-ass guy who uses the latest technologies and good old fashioned smarts to track down anyone who gets in his way. Like the Bourne movies, it’s essentially a two-hour chase through Europe -- and it works because Neeson not only can dispatch bad guys in style, there’s also a Death Wish-like emotional underpinning to the role of a father who works desperately against the clock to save his daughter from unspeakable terror. And while it’s Neeson’s show, the ladies in his life -- including Grace and Janssen -- are fine, too. The villains are mainly stock characters but fun to watch as they meet their match -- and then some.

Direction
From a script co-written by producer Luc Besson, an action director in his own right, French director Pierre Morel more than meets the promise he showed in the widely acclaimed thriller, District B13. After a brief set-up, he never lets the action wane for even a minute. If someone is looking for a director for the next Bond or Bourne films, this is your guy.

Underworld: The Rise of the Lycans

Story
Taking the bare bones of The Ten Commandments and Romeo and Juliet, this pedestrian tale explains the origins of Lucian (Michael Sheen), a “Lycan” (read: lycanthrope), who served the vicious vampire king Viktor (Bill Nighy) but would eventually lead a revolt of his fellow Lycans (read: slaves) after his illicit affair with Viktor’s daughter Sonja (Rhona Mitra) was revealed. From this, the war between vampires and werewolves would be waged for generations to come, depicted in Underworld and Underworld: Evolution. Those unfamiliar with the previous films might be a little lost here, and it’s highly unlikely that Rise of the Lycans will win many new fans to the franchise.

Acting
With his glow-in-the-dark eyes and penchant for delivering every syllable with relish, Nighy does his best to enliven things, but there’s not much to work with -- and hamminess only goes so far. Sheen’s female fans may enjoy seeing him shaggy and occasionally shirtless, but if The Queen and Frost/Nixon proved he’s capable of doing good work with good material, this proves that, at least, he can cash in with bad material. Mitra, who survived the rigors of Doomsday, is fit and fetching here. But performances are not this movie’s strong suit. Very little is.

Direction
This marks the directorial debut of award-winning production designer Patrick Tatopoulos (who also supervised the creature design), so it’s no surprise that the film is steeped in medieval atmosphere and loaded with CGI effects. Beyond that, it’s a crashing bore -- even with the gore.

The Uninvited

Story
It may sound familiar and indeed is a remake of the Korean hit Changhwa, Hongryon, but The Uninvited still manages to be a truly frightening experience with a 100 percent certified shocker of an ending. It all starts when Anna (Emily Browning), home from a stint in a psycho ward, begins investigating her mother’s unexpected death. Adding to her woes is her clueless father’s (David Strathairn) engagement to a not-so-nice nurse (Elizabeth Banks), who arouses the suspicions of both Anna and her sister Alex (Arielle Kebbel) – and all hell breaks loose.

Acting
Young Australian Browning (Lemony Snicket) has just the right creep factor to make her troubled Anna properly perplexing and intriguing to watch. We’re with her all the way as she becomes haunted by her mother’s ghost -- and that’s crucial to a roller-coaster ride like this one. Banks’ seemingly evil nurse turned soon-to-be stepmother is perfectly pitched, even if the cards are clearly stacked against her.Usually a fine actor, Strathairn could do this one dimensional role in his sleep – and he does.

Direction
English directing duo the Guard Brothers make a promising feature debut by keeping the slowly developing events plausible and measured in order to really pack a wallop in the final reel. Clues from the well-crafted , if comfortably familiar screenplay are dropped at opportune moments, but the movie keeps its share of surprising turns all under its hat until the big reveal.

New in Town

Story
Looking like something that might have been made 50 years ago, there is nothing even remotely “new” about New in Town. Lucy (Renee Zellweger) is a big-city Miami career woman sent by her company to check out a small town Minnesota plant and devise a plan to downsize it. Almost immediately she locks heads with the local Union rep, Ted (Harry Connick Jr, ) and further alienates the folksy employees who “all tawk like theeese doncha know” by instituting firings and a new streamlined work ethic. Things get dicey when initial conflict turns into romance (surprise!) between Ted and Lucy, and her bosses inform her she must shut down the entire plant, putting everyone out of work.

Acting
In the right role, Zellweger can be compellingly offbeat. Not here. She’s not miscast but woefully lacking any kind of chemistry with Connick Jr., who played the same kind of role on Broadway in The Pajama Game and seems to be going through the motions this time, and without the songs. Particularly painful are moments when Zellweger tries way too hard to be funny, giving us the “ick” factor instead. The banter between the pair could have come out of any ‘30s screwball comedy updated with all the comic panache of a low-rent sitcom.

Direction
Considering the film represents Danish director Jonas Elmer’s American debut, and because we think of ourselves as a kind and understanding critic we can chalk up its shortcomings to translation problems. Oh … plus a total and complete lack of invention and originality. What is supposed to be a light, fluffy comedy is shot in such a dark and dreary style that it’s downright depressing. Minnesota’s tourism office should sue.

Four Christmases

Story
Four Christmases sort of follows along the same lines as any holiday movie these days -- dysfunctional families being dysfunctional until they realize how warm and fuzzy it is being dysfunctional. Yawn. In this case, unmarried, yuppie couple Brad (Vaughn) and Kate (Reese Witherspoon) have successfully avoided their crazy families during the holidays for a few years now, concocting some cockamamie goodwill story about saving babies in a third-world country, while they really go on an island adventure. But uh-oh, plans go awry this Christmas, and they are forced to indulge in a little family good cheer. Guess what, though? Brad and Kate learn something from their ordeal. They realize a) they love each other and might want a family of their own, but they need to get to know each other better and b) they still don’t want to spend the holidays with their families. Ever again.

Acting
While Witherspoon is no slouch in the comedy department and definitely holds her own with her co-star -- even though he looks freakishly tall next to her tiny frame -- Vaughn is the one who keeps things afloat for the most part. Honestly, he could read from the phone book in that quick-paced, stream of consciousness way he’s perfected and we’d still laugh. It’s Four Christmases long list of supporting players, however, that is rather alarming, starting with Robert Duvall as Brad’s no-nonsense dad to Sissy Spacek as Brad’s hippie mom. Sure, Mary Steenburgen and Jon Voight, who play Kate’s divorced parents, would do a movie like this, but Duvall and Spacek? They must have needed a paycheck. The one standout is Jon Favreau as Brad’s brother, a buffed out, Mohawk-ed extreme fighter. Old buddies Favreau and Vaughn may have needed to work out a little aggression.

Direction
Newbie director Seth Gordon, whose claim to fame is the little-seen but hilarious documentary King of Kong, unfortunately shows his lack of experience with Four Christmases. But maybe it isn’t Gordon’s fault -- not completely. The real culprit may be the way this film follows the same, tired Christmas cookie cutter plot holiday movies seem to be about these days -- in which the families are SO dysfunctional, the antics SO over the top, it makes you want to run out of the theater so you can get to your own defective family for a little normalcy. I’m not saying we can return to the It's a Wonderful Life-type sugary fare, but it would be nice to see a holiday comedy about familial ties that isn’t always so mean spirited.

30. Hotel for Dogs

Story
Two orphaned kids, Andi (Emma Roberts) and her mechanical whiz of a younger brother Bruce (Jake T. Austin) live in a foster home with a couple of aging wannabe rock stars (Lisa Kudrow, Kevin Dillon) who are vehemently anti-pet. Running out of ways to keep their stray pooch Friday hidden in plain sight, they stumble on to an abandoned hotel that turns out to be the perfect shelter for Friday – and transform the place into luxury accommodations for all sorts of unwanted pets they spring from the local pound and the streets. But can they stay one step ahead of the law while keeping this United Nations of dogs in line?
Acting
Human actors don’t have a chance against the gifted assortment of canines. With dogs of every breed from a border collie who loves to herd sheep (don’t ask) to an English bulldog obsessed with chewing stuff, the trainers deliver a cast that flawlessly pulls off every dog trick in the book. Fortunately, Roberts (Nancy Drew) and Austin are winning and likeable as the two main kids who share a need for family with their four-legged counterparts. Kudrow and Dillon don’t get a whole lot to do in strictly stereotyped roles, but Don Cheadle as the kids’ social worker adds a nice touch of dignity and warmth to the story.
Direction
For his first American feature, German director Thor Freudenthal got the supreme challenge: working with kids and animals. Getting this furry menagerie to act on cue could not have been easy but Freundenthal and his talented trainers make it look so. Particularly amusing are the various gadgets and elaborate contraptions Bruce builds to keep the doggies occupied and quiet -- including simulated car windows they can stick their heads out of, portable toilets, complicated feeding machines and on and on. Just like the current hit Marley & Me, it’s a funny and heartwarming family comedy.

29. Appaloosa

Story
In the ever-changing west of 1882 city marshal, Virgil Cole (Ed Harris) and his deputy Everett Hitch (Viggo Mortensen) are two tough dudes out to clean up lawless towns, a mission that takes them to Appaloosa. This small mining town has been taken over by a ruthless power-hungry land baron, Randall Bragg (Jeremy Irons), who, along with his band of thugs, has run the place into the ground. Although their initial efforts are met with some success, Cole and Hitch run into personal and professional conflict when a pretty mystery lady, Allison French (Renee Zellweger), blows into town. She complicates the picture, walking on the gray line between good and evil, and generally making the Marshal and his No. 2 overcome unwelcome obstacles in their fight to bring Bragg and his boys to justice. The film, based on the novel by Robert B. Parker, smartly details the unique problems inherent in bringing law and order to an unruly West.
Acting
Guiding his co-star Marcia Gay Harden in 2000’s Pollock to an Oscar, Harris the director once again shows he has a natural affinity for steering his fellow actors, at least most of them, into superlative performances, which includes himself. In fact, the actor doesn’t seem to be the least intimidated in playing the leading role in a movie he also co-wrote, directed and produced. Harris comes off as the embodiment of a dedicated lawman, who quietly goes about his business, determined to clean up the wild, wild West his way with the help of a loyal deputy. Mortensen is wonderfully authentic as Harris’ partner in stopping sagebrush crime, looking like he’s lived in those boots his entire life. Mortensen’s demeanor and style in the role of Everett Hitch evokes a true feel for a place and time long gone. Together these two do not seem fake or awkwardly contemporary, but instead come off as the real deal. Irons is slippery and fun to watch as the devious outlaw Bragg, proving as he did in his Oscar-winning Reversal of Fortune there’s nobody as good at playing subtle shades of bad. Zellweger, on the other hand, lets her acting show at every turn. To be fair, her character rarely adds up, but she does nothing to give any dimension beyond the obvious to a woman courting both sides of the law.
Direction
In only his second outing behind the camera in a decade, Harris shows Pollock was no fluke. Clearly enamored with the era, he nobly honors the great American western tradition, crafting a film that fits in with some of the best examples Hollywood has turned out. Some may complain that Appaloosa is long on talk and short on action, but the time director Harris devotes to letting his characters develop is far more satisfying than a lot of pointless violence that many Westerns wallow in. Like Howard Hawks’ 1959 classic Rio Bravo, this is an honest tale of the camaraderie between a pair of lawmen simply trying to do a job. This is a director whose emphasis is focused on his cast, and he’s picked them very carefully right down to the smallest roles, surrounding himself with a lot of terrific character actors. Just as impressive are the top notch production values including cinematographer Dean Semler’s stunning New Mexico landscapes.

28. Flash of Genius

Story
This may be the best movie about the invention of the intermittent windshield wiper Hollywood has ever turned out. If that sounds facetious it’s not meant to be. Taking subject matter like this and making it into a populist winner Frank Capra probably would have been proud to direct is a minor miracle. The film revolves around college professor and inventor Robert Kearns’(Greg Kinnear) epic battle with Ford Motor Company over the patent for the intermittent windshield wiper, a device Kearns invented in the ‘60s and took to Ford. They praised his work but later ignored him and went ahead with an invention that would become a part of every car on the planet. Kearns then entered into an excruciating quarter of a century suing Ford and other companies over the use of his creation, going through a gaggle of lawyers and settlement offers. His one goal: Ford must admit publicly that they stole his idea. Although the film condenses this battle to 12 years, it’s still the heart of what really happened and the devastating effect his quest had on his family (six kids) and his marriage to his wife, Phyllis (Lauren Graham).
Acting
Kinnear is superb in a tricky role. Kearns isn’t exactly the kind of guy you cozy up to. He’s got almost a single-track vision and goal that threatens his livelihood and his family. It’s hard to understand how he could turn down the kinds of settlements offered for the personal satisfaction of just having a corporation admit they cheated him, but that’s what he does repeatedly. Somehow through Kinnear’s interpretation we can understand the motivation of this man--he felt his once-in-a-lifetime moment had been swallowed up by the Detroit auto machine and he was tossed to the curb. Ultimately, this is a revenge movie. Graham is nicely understated and understandably frustrated as the wife who tries to stand by her man and bring up six kids as their money goes out the window in lawsuits. Dermot Mulroney as an early business partner who doesn’t share the same zeal as Kearns to fight Detroit, is quite good in limited screen time. Best moments in the supporting cast though belong to Alan Alda, sensationally oily as a lawyer who takes on the case and strikes a settlement deal he thinks is a slam dunk. Their restaurant scene is priceless, superbly played by both Kinnear and Alda. You only wish he had a bigger role.
Direction
Marc Abraham is a veteran producer (Children of Men, Spy Game, Air Force One) with a long list of credits, but this is his first outing as a director. Although the film doesn’t really seem to exhibit a singular touch, seeming more like a familiar Hollywood biographical genre-movie, Abraham wisely focuses on the story’s heart and soul making it work as a kind of populist Capraesque entertainment. It’s not flashy but totally absorbing , slick and very professionally made. What could have been a dull, by-the-numbers account of the little guy fighting city hall instead becomes a very personal story of a man obsessed with the kind of justice only he seems to be interested in. It’s a tale of a lonely struggle spread out over many years, a film not so much about a flash of genius, but a battle for self-worth that defined an entire lifetime.

27. Nights in Rodanthe

Story
Based on yet another novel by The Notebook’s Nicholas Sparks (the new king of romance), Rodanthe’s story is a simple but touching one. Adrienne Willis (Lane) escapes to Rodanthe in the Outer Banks of North Carolina to take care of a friend's inn for the weekend and fret over the fact her wayward husband wants to come back. Almost as soon as she gets to this small coastal town, a major storm is forecast--and the only guest for that weekend, Dr. Paul Flanner (Gere), arrives. He’s there with his own issues to work out. Quite a fun pair these two make, but they end up helping each other work through their problems. And as the storm closes in, they finally succumb to their attractions. Soon, it becomes a magical weekend for them both and sets in motion a life-changing romance.
Acting
Lane and Gere have had quite a progression in their onscreen pairings. They first played reckless young lovers in Cotton Club at the beginning of their careers, teaming up again much later as a long-married couple in Unfaithful, which saw Lane stray from her leading man. Now, with Rodanthe, it seems a fitting denouement to their evolution as Hollywood’s favorite onscreen couple; they fall in love all over again, but this time with a world of experience. The two actors truly have a certain something together, which makes a fairly sappy story more poignant. Also good is Mae Whitman (HBO’s In Treatment) as Adrienne’s surly teenage daughter, who at first hates her mom for not getting back with her dad but then comes to understand Adrienne in new and more profound ways. She and Lane have some nice moments together.
Direction
Director George C. Wolf (Lackawanna Blues) understands his material and handles it with delicate strokes. Of course, shooting in the Outer Banks can’t be a bad way to go, with it’s gorgeous beach vistas. And the house they found to represent the inn is one of a kind, which, oddly enough, is located in the real town of Rodanthe. Imagine that. Maybe one drawback to Rodanthe is its limited appeal. The Notebook had the younger audiences enthralled with the flashback romance between the fetching Rachel McAdams and Ryan Gosling, while the older audiences identified with the James Garner and Gena Rowlands characters. Rodanthe is strictly for the older set, but I find this refreshing in the fact it IS a modern-day romance between two mature people. Just don’t know how much of a reach it will have.

26. Anchorman: The Legend of Ron Burgundy

Story
Set in the 1970s male-dominated news world, the dashing, mustached Ron Burgundy (Will Ferrell) is indeed a legend as San Diego's top-rated anchorman. He and his news team--including field reporter and all-around ladies man Brian Fantana (Paul Rudd), sports cowboy Champ Kind (David Koechner) and mindless weatherman Brick Tamland (Steve Carell)--live life large as local television icons, boozing and womanizing with the best of them. As Ron puts it, they have been coming to the "same party for 12 years--and in no way is that depressing." But their world is about to turn upside down when an ambitious newswoman, Veronica Corningstone (Christina Applegate) is hired by the managing news producer (Fred Willard) to spice things up. The guys aren't worried at first, treating her like any other woman, that is to say, sexually harassing her--and, despite that, Veronica and Ron hit it off. But soon Ms. Corningstone's true agenda is revealed--she wants to land an anchor spot, and she isn't about the let anything stand in her way, including a perfectly coiffed, slightly hairy, idiot newsman named Ron Burgundy. Of course, this means war.
Acting
No longer is Ferrell just a side character, illuminating the proceedings with his hilarity. Along with pals Jack Black, Vince Vaughn and Ben Stiller (who make strategic cameos in Anchorman--but we aren't telling how 'cause that'll ruin the fun), the former Saturday Night Live alum has become one of the new kings of cinematic comedy. People expect Ferrell to be gut-bustin' funny now, and luckily, he delivers once again as Ron Burgundy. With a voice that "could make a wolverine purr," Burgundy is all hot air, great hair and polyester debonair, a dim bulb who tries to understand the news stories he recites but gives up quickly because it requires too much thought, and simply reads the teleprompter exactly as it is written. Ferrell is at his best when he is allowed to free-associate, either by himself (while getting ready to go on the air) or with his co-stars, Rudd, Koechner and Carell, (singing a strangely harmonious rendition of "Afternoon Delight"). Keep your eyes on Carell--he is a comic gem on the rise. The Daily Show co-star had a brief but memorable turn in last year's Bruce Almighty, as an anchorman (ironic, huh?) Jim Carrey messes with, but in Anchorman, Carell is absolutely side-splitting as Brick, who doesn't have a single brain cell working, rattling off non sequiturs like, "I ate an entire red candle," when talking about a party the night before. Christina Applegate, subjected to this lunacy, holds her own, god bless her, and does an admirable job playing the straight woman to this group of wackos.
Direction
Adam McKay, former SNL head writer, makes his directorial and screenwriting debut with Anchorman. The story has a fairly classic and simplistic framework--Burgundy starts out on top, falls to rock bottom and climbs his way back up again--but it's pretty evident early on that with the likes of Ferrell and the rest, all McKay has to do is turn the camera on them and let it all happen. Watching Burgundy, incoherent, breaking down in a phone booth after his dog is supposedly booted off a bridge by an irate motorcyclist or the news team rumble, where San Diego news rivals go at each other with nasty weapons, it's funny stuff. But rather than just let the comedy come from the story á la Old School, Anchorman throws in some antics that probably sounded comical on paper but end up being silly and forced. For example, Veronica and Ron going to "pleasure town," (sexual bliss) with animated furry animals and rainbows instead of seeing the love act itself or the gang trying to get out of a bear pit after they've woken up the hibernating animals, that's a little over the top. At least, Anchorman never goes for the toilet humor--nope, you won't find a vomit, urine, semen or poop joke in this film. You will, however, find gratuitous shots of Ferrell's hairy chest. Shiver.

25. Sex Drive

Story
Yet another in a LONG line of teenage sex comedies, this one manages somehow to be fresh and appealing -- despite the formu-lay-ic premise. That’s right, another horny 18 year-old boy (Josh Zuckerman) is determined to lose his virginity any way he can. Ian can’t seem to become a "man," upstaged by a Lothario of an older brother Rex (James Marsden) and his even more successful 14 year-old younger brother. He is constantly humiliated by the giant donut costume he wears for his job at the mall and can’t even get to first base with Felicia (Amanda Crew), a girl who thinks of him only as her best friend and nothing more. With the pressure of going to college as a sexual outcast, what’s a hot-to-trot young dude to do? In this case -- using encouragement from pal Lance (Clark Duke) and with Felicia along for the ride -- the threesome take off in the unsuspecting Rex’s prized Pontiac GTO for a cross-country drive Ian thinks will end with the payoff of sex with a hot blonde named Ms. Tasty (Katrina Bowden) he met on the Internet. Unfortunately, the one-day outing turns into a three-day nightmare for the trio, with brother Rex on their trail and friend Lance getting a little too cocksure for his own good. Oh, and did we forget to mention the Amish farm they manage to work into the tour?
Acting
In the obligatory Jason Biggs role, Josh Zuckerman is totally winning as a sex-starved high school graduate looking desperately to tame his out-of-control libido. With sharp comic timing and no end to the ways he is willing to humiliate himself for the sake of his art, Zuckerman should have a bright future. Although the casting of his friend Lance, played by the pudgy Duke, would seem to be an attempt to emulate the Michael Cera/Jonah Hill teaming of Superbad, Duke’s go-for-the-big laughs approach feels like we are seeing this kind of goosed-up sex maniac act for the first time. As the female "best friend" Felicia, Amanda Crew is very appealing and thankfully grounded in reality. Marsden is hilarious as dopey Rex, who prizes his vintage GTO and his own sexual prowess even more than the love of little bro. Seth Green has some funny bits as the sarcastic Amish man who somehow seems to know how to fix hot rods. Bowden is gorgeous and devious as the Internet hottie, who may not be all Ian hoped for. Special mention also to Charlie McDermott and Mark Young who as a recurring kind of geek chorus, playing two inept high school girl magnets. NOT.
Direction
Director and co-screenwriter (with John Morris) Sean Anders manages to infuse what could have been a stale leftover piece of American Pie with new life, and that’s largely thanks to some very funny, VERY raunchy situations he dreams up for these likeable and recognizable characters. The premise of a so-called Sex Drive also offers ripe opportunities in this genre and Anders gets a lot of play out of it, particularly from Duke, whose uninhibited acting grabs most of the big laughs. Although they crank the gross factor way up, the film doesn’t lose sight that it’s mostly a coming-of-age comic look at a rite of passage most young guys -- and girls -- will identify with. Although much is predictable, Sex Drive has a strong sense of what it wants to be and in the end even turns sweetly romantic, something most films of this stripe rarely do.

24. RocknRolla

Story
Dealing with a bunch of small-time thugs, shady London mobsters, Russian millionaires, junkie rock stars and assorted other members of the criminal underground, director Guy Ritchie has thankfully returned to the beat he knows best--even if the accents are a bit thick and the action often confusing. In this version of contemporary London, it’s real estate--and not drugs--that is attracting all brand of criminal with the dangling carrot of a multi-million dollar deal. Into this mix comes the scrappy One-Two (Gerard Butler) and his cohorts Mumbles (Idris Elba) and Handsome Bob (Tom Hardy), who manage to get a loan from the super-crooked, old-timey crime boss Lenny Cole (Tom Wilkinson). He intends to nab the property for himself and demands the money owed him anyway. In order to get the money repaid, One-Two hooks up with an attractive but shifty accountant (Thandie Newton), who works for a shady rich Russian dude. This is just the beginning, as the plot thickens and the atmosphere gets loaded with all sorts of interweaving characters with distinct motivations of their own to get a piece of the pie in an ever-changing London.
Acting
Guy Ritchie knows how to cast these things, and RocknRolla is no exception--starting with Wilkinson, almost recognizable, as the vicious oily mob boss who knows how to work the system to get just what he wants. Wilkinson is deliciously fun to watch. So is Toby Kebbell, as Lenny’s loopy and off-the-wall stepson--a junkie rock star named Johnny Quid, who turns out to have the key to all the money. Butler is strong as the macho small-time thug out to conquer London real estate but gets stuck in a silly subplot when his partner (Hardy) suddenly admits he’s gay and has feelings for him. Mark Strong, also impressive in this week’s Body of Lies, is terrific as Lenny’s right-hand man Archie, a guy who knows how these operations work. Karel Roden has nice moments as the billionaire Russian, but we wished there was more to Newton’s role as she simply turns up every now and then without adding much to the proceedings. Elba (The Wire) is great as Mumbles, One-Two’s best buddy and other partner in crime. And just for fun a couple of Americans get thrown into the stew: Jeremy Piven and Chris "Ludicris" Bridges, playing rock promoters who are trying to make it in the London music biz.
Direction
Guy Ritchie has had a rough patch lately, what with the dreadful Swept Away and the mind bogglingly numbness of Revolver, which sat on the shelf for two years before finally getting a nominal U.S. release. It’s no wonder the director wanted to return to the Lock, Stock and Two Smoking Barrels and Snatch turf in which he made his name. With RocknRolla, he’s done just that, and the results are encouraging. This flick is pure Guy Ritchie, with his patented penchant for colorful low-life characters, dense crime plotlines and a gang that can’t seem to shoot straight. Even though there are characters being dropped in at a steady pace, and lots of stuff always going on, Guy Ritchie manages to keep it all humming and visually arresting. Another big plus is the soundtrack, which cranks. Overall, RocknRolla really rocks and totally delivers. It’s a wild ride all the way. A promised sequel on the end credits can’t come too soon.

23. My Bloody Valentine 3-D

Story
We can understand the resurrections of Leatherface, Jason Voorhees, and Michael Myers. But one-hit wonder the Miner? Yes, pickaxe-wielding mad miner Harry Warden appears to be on the rampage again. The residents of Harmony believe police fatally shot Warden after he picked off kids partying in the mine. But his body was never found. If Warden really is dead, who’s now driving his pickaxe through the heads of those connected with all the mine murders? Could it be Tom Hanniger (Jensen Ackles), the mine owner’s son responsible for the accident that turned Harry into a homicidal maniac.? Or could it be Sheriff Axel Palmer (Kerr Smith)? Caught in the middle is Sarah (Jamie King), who married Axel after Tom dumped her and fled Harmony. Worse, the killer’s set his sights on Sarah so he can finished what was started long ago down in Tunnel No. 5.
Acting
Bearing in mind the damsel in distress must remaining standing, it’s more important that King can bust some moves than explore the emotional and psychological toll of being victimized by an unstoppable force of evil. Luckily, King prevails over her initial jitters in order to swing a mean shovel when under attack. On the other hand, wimps Ackles (Supernatural) wears nothing but a pained expression on his face, while Smith (Dawson’s Creek) is all bark and no bite. Horrors fans, though, will get a kick out of seeing ageless tough-guy Tom Atkins take on the Miner. Oh, and as for that glasses-fogging moment that’s mandatory for a 3-D chiller, it’s Betsy Rue’s unenviable task to strip down to her birthday suit as Palmer’s high school sweetheart and rub what she’s got right in our faces.
Direction
Does it matter that this My Bloody Valentine redo fails miserably as a whodunit? Or that the only time you’re on the edge of your seat is during a tense supermarket confrontation between King and the Miner? This remake exists solely to gross you out by throwing anything and everything at you in 3-D. Eyeballs pop out, body parts drop the floor, blood and pieces of bone cover the screen -- to that end, director Patrick Lussier doesn’t disappoint. Props to him for not giving us a scene-by-scene carbon copy of one of the earliest holiday-themed Halloween knockoff, but the director falls short whenever he attempts to recreate his source material’s most nail-biting moments. So if its gore you want, you got it; but if you want to be scared out of your wits, give My Bloody Valentine the kiss off.

22. My Best Friend's Girl

Story
Yet another in a continuing line of dismal Dane Cook so-called romantic comedies (Good Luck Chuck, Employee of the Month) , My Best Friend's Girl can’t seem to decide exactly what kind of movie it wants to be, landing somewhere between gross-out humor and silly relationship dreck. Tank (Cook) is a moronic, commitment-free, sex-addicted loser, who offers up his services to guys in need of keeping their girlfriends from jumping ship. The solution? One date revolving around Tank’s intentionally repulsive antics, and they will come running back, no questions asked. So when his roommate and best friend, the love-struck Dustin (Jason Biggs), finds his new girlfriend Alexis (Kate Hudson) isn’t ready to marry him after just one month, he turns to Tank to work his disgusting mojo on her. But it backfires when Alexis turns into a drunken, sex-starved slut on their first outing to a strip bar, thoroughly impressing Tank. The complications pile up as the mismatched pair fall in love, and Tank begins second guessing the new relationship he has created behind his buddy’s back.
Acting
Cook has now been down this road so many times, it feels like yesterday’s warmed-up oatmeal. There’s no doubt he’s got comic talent and even a kind of oddball leading man appeal--but over and over he is asked to play the same garish guy, an expletive hurling sex machine with no sense of social decorum, manners or even common sense. He’s the poster boy for beer guzzling dunderheads, who want jump into bed with no questions asked. He has a moment at the end of Best Friend's Girl in which he finally get the laughs but a little too late. Hudson is also apparently determined to take any script that comes her way, floundering helplessly as the sexually confused Alexis who can’t seem to decide what she wants in a relationship: the good boy or the bad. Unfortunately, she doesn’t seem to have any chemistry with Biggs--or for that matter, Cook. All they do is shout at each other repeatedly, using some form of the word "asshole" over and over. Biggs as the third wheel just doesn’t have anywhere to go with this role, basically serving as an annoying plot device to get the two leads together. The only one who survives with any dignity is Alec Baldwin as Tank’s unapologetic womanizing father, who offers up advice to his son that is blissfully politically incorrect. Sure, Baldwin can do this kind of thing in his sleep, but he does it with style, even if wasted on this sorry enterprise.
Direction
Eighties teen movie veteran Howard Deutch (Pretty In Pink) finds his career literally in the tank (pun intended), trying to unearth a romantic comedy from material that just doesn’t give him much to work with. Deutch is so divorced from the concept that it looks like he just turned the cameras on and let his stars improvise for the most undemanding moviegoers imaginable (even though there is a credited script supposedly written by Jordan Cahan). To top everything off, he shoots most of it in unattractive, poorly lit close-ups that do no favors for anyone, particularly the usually bright and fetching Hudson. This looks like one of those movies in which everyone is having such a good time on the set, they forgot to let the audience in on all the "fun."

21. Hancock

Story
Hancock must have sounded great--at least on paper. Hancock (Smith) is the anti-superhero, a crime fighter with a bad attitude in contemporary Los Angeles who drinks way too much, dresses like skid row and doesn’t give a hoot what anyone thinks about him. Of course, since he can fly like Superman, stop a speeding train with his fist and take care of just about any badass gang member with his little finger, he is invaluable to the police. But the public hates him--so into his life comes PR wizard Ray Embrey (Jason Bateman), who is determined to remake Hancock into the image of a hero the city can embrace, including getting a spandex outfit. When Hancock comes over to Embrey’s house, his wife Mary (Charlize Theron) gets an immediate bad vibe about the guy. There’s good reason and therein lies the film’s big twist, which comes at the half-way point of the very tight 92-minute running time. To say much else about where the plot goes would put us in spoiler hell and for a movie so reliant on the sudden turn it takes you’ll just have to figure it out yourself.
Acting
They call the 4th of July "Big Willie Weekend" because Smith has been responsible for opening so many blockbusters during this time frame, including Independence Day, Bad Boys, Men In Black, among others. The movie-going public obviously loves him (so do we) and he’s coming off two strong recent performances in I Am Legend and The Pursuit of Happyness. On the surface, the role of Hancock--a complicated, reluctant superhero who is all ’tude-- fits right in with the rest of the resume, but despite the star’s best efforts Hancock comes off a little too contrived and affected. Will’s charisma is going to have to work overtime for eager audiences to completely buy this character. An abrupt tonal shift halfway through presents a strong challenge to Theron, who suddenly isn’t who she appears to be at first. Credit must go to this fine actress for making the awkward transition Mary Embrey seamless. And thank God for Jason Bateman, whose innate charm and ability to play comedy makes Ray, a guy in a REAL quandary--the most likeable of all the main stars as he is caught in a Twilight Zone of superhero antics.
Direction
Actor-turned-director Peter Berg (The Kingdom, Friday Night Lights) is all flash and style with Hancock. He moves his shaky camera right up into the stars faces and back again, awkwardly shifting the tone from comedy to maudlin drama and trying to ramp up a story that just doesn’t make a whole lot of narrative sense. Films about comic-book superheroes are a dime a dozen in the summer months, and audiences have shown they can easily suspend disbelief if they have a protagonist to root for. Berg’s failure here is to present Will Smith in such a way that we don’t care. The movie is full of botched opportunities, with the whole arc collapsing as the thin screenplay recklessly takes off in unexpected directions--including a ridiculous scene in which Hancock goes to prison (for no good reason) that gives new meaning to the term "butting heads." Not only do sequences like this seriously challenge the viability of the film’s PG-13 rating, they test our patience for all its worth. Even though there are some nice special effects and its faults do not lie in our stars (we still love you, Will), Hancock does not set off the kind of fireworks you may have been expecting this Big Willie Weekend.

20. Monster House

Story
It’s Halloween Eve in suburbia, and while most of the neighborhood kids are gearing up for a candy extravaganza, two young‘uns--DJ (voiced by Mitchell Musso) and Chowder (voiced by Sam Lerner)--are fretting and dreading. They’re convinced that the decrepit house across the street is in fact a monster house inhabited by an old hermit named Nebbercracker (voiced by Steve Buscemi) that will lure kids in on Halloween night. But just as DJ’s parents, who naturally don’t believe him to begin with, leave for a vacation, DJ inadvertently sends Nebbercracker to his death--or so he fears. Now DJ believes Nebbercracker’s monster house will seek revenge on him specifically, and to make matters worse, his negligent babysitter (voiced by Maggie Gyllenhaal) won’t hear of his yapping. After DJ and Chowder are forced to take action, they, along with a girl peddling candy (voiced by Spencer Locke), discover how the monster came to be and just how unforgiving she is.
Acting
When it comes to animation acting, the main goal is to make audiences forget that the actors are giving their performances in a studio, possibly dressed in their PJs and sans makeup. That goal’s usually achieved, but Monster House takes a gamble in supposing that child actors, comprising the lead characters, will be able to wrap their still-expanding brains around the concept. Somehow, Lerner and Musso grasp this despite sounding like they haven’t even been in this world very long! The two are surrounded by a fail-proof supporting cast: it takes a while to recognize Buscemi’s voice as Nebbercracker, but once it hits, it fits, and Gyllenhaal as the babysitter is great, if unpredictable, casting. Quasi-cameos from Jason Lee as Gyllenhaal’s punk boyfriend, Jon Heder as a video-game god and Kevin James and Nick Cannon as slow-moving and -thinking cops garner the most laughs.
Direction
Not only does it help a film’s box office performance to have Steven Spielberg and Robert Zemeckis onboard as executive producers, it helps a film’s director--in this case a rookie director named Gil Kenan. (Zemeckis directed ‘04’s somewhat similar-looking The Polar Express.) While the animation doesn’t quite stand up to, say, Pixar’s earth-shattering visuals, Kenan makes up for it with a fun-filled story (from scripters Dan Harmon, Rob Schrab and Pamela Pettler) and an overall lively, involved effort--and it’s not like the movie doesn’t still look gorgeous. Besides, sometimes it’s refreshing to not be so entranced by the CGI that you lose sight of the actual movie at hand. Kenan’s film is one of the scarier animated movies in a while, but that still doesn’t exclude many age groups. What the first-time director thrives on is stopping just shy of true horror moments, at which point he reverts to feel-good mode without ever being sappy.

19. Gladiator

Story
Russell Crowe stars as a victorious Roman general who wants nothing more than to go home to his family farm. Unfortunately, he gets caught up in the battle to rule the empire and soon finds himself stripped of all he holds dear. Later, he engages in deadly battles of honor and survival in the arenas of Rome. Sound contrived and a bit convoluted? Well, it is. The script is the Achilles' heel in this powerful film. At times, the narrative is hard to follow, and the characters' motivations are muddy. More important, the climax borders on hokey. (Was that Enya in the background?) That said, the film still works. There is no shortage of thrills, and the characterizations are far richer than most films of this scale.
Acting
For years, Crowe has been marked as the next big thing. As Maximus, he finally lives up to the hype by literally stepping into the arena and coming up victorious. But for a great hero to rise, he needs a great villain. Unfortunately, Joaquin Phoenix as Commodus, the scorned son and scheming emperor, falls short, and at times his dramatic lines seem almost comical. Phoenix's off-the-mark performance definitely hurts Crowe's overall star power. Spencer Treat Clark, as the emperor's young nephew, deserves high praise. Talented kids in Hollywood films can be harder to find than a good deal at a cinema snack bar, so it's a nice to know that Haley Joel Osment no longer stands alone.
Direction
Ridley Scott couldn't have had an easy time with a huge cast, dazzling special effects and the ferocious tigers (who probably seemed like kittens next to the strong-willed leading man). But from the first scene, Scott lets us know that he has succeeded in creating a film that defies the challenges and raises the standard for Hollywood blockbusters.

18. Bedtime Stories

Story
Skeeter Bronson (Adam Sandler) is a handyman at a hotel his father once owned. When Skeeter’s dad sold it to Mr. Nottingham (Richard Griffiths), it was with the proviso that Skeeter would one day become manager, but unfortunately, the job is given to Skeeter’s main nemesis Kendall (Guy Pearce). But Skeeter’s luck is about to change. While babysitting for his niece and nephew (Laura Ann Kesling and Jonathan Morgan Heit), Skeeter starts telling them bedtime stories that come to life the next day, using characters from his real life, including the kids and their mom’s best friend, Jill (Keri Russell). Set in Medieval Times, Ancient Greece, the Old West -- and even outer space -- the stories usually show Skeeter triumphing over the bad guys like The Booger Monster and Sir Buttkiss. And beware of raining gum balls; it’s that kind of movie.
Acting
Adam Sandler’s teaming with Disney is an inspired idea since his humor has always had a juvenile, Jerry Lewis-style flavor -- even in his more adult-oriented comedies. Leaving the gross-out comedy behind this time, Sandler proves he is a perfect fit for this kind of harmless, rather broad PG-formula family flick that should prove to be loads of fun for the youngest audience members. He’s a riot in some of the get-ups he is forced to wear,coming off best in the Ancient Greece sequence. Keri Russell is sweet and attractive as a foil for a lot of Sandler’s hijinks, while Courteney Cox, as Skeeter’s uptight sister, is given virtually nothing to do in the mom role. The kids are cute in a Disney Channel kind of way, but often seem a little precocious for their own good. Work colleagues are played rather one dimensionally by Pearce and Griffiths, but they all seem to be having fun inhabiting various stereotypical characters in the stories. Teresa Palmer is lovely as the owner’s daughter and the innocent object of Skeeter’s affections.
Direction
Director Adam Shankman (Hairspray) brings lots of color and verve to the film but knows what Sandler fans expect -- even in a kids comedy. Giving the film a necessary light touch, he ably moves it along through the various set pieces and special effects sequences that are required to bring all these imaginative shenanigans to life. Similar in many ways to Ben Stiller’s Night at the Museum, the production values of the bedtime stories at the film’s center don’t seem to be as elaborate or technically savvy as they might have been with a larger budget. Still, the cast seems to be having a great time, and it’s all in the name of some harmless fun that parents should feel safe taking their kids to this holiday season.

17. Eagle Eye

Story
While I certainly don’t want to give away the big "twist," I can safely say Eagle Eye is all about big, bad technology--or the pitfalls of having too much technology at our fingertips and how it can turn into a Big Brother situation. As it goes, we meet copy store employee Jerry Shaw (Shia LaBeouf) and single mom Rachel Holloman (Michelle Monaghan), two strangers who suddenly find themselves in a whole mess of trouble after they receive a mysterious phone call from a woman they have never met. She dictates they carry out a series of dangerous tasks, and if they refuse, she will either kill them or the ones they love--and of course shows proof when they do. Who is this ominous woman? How can she control cell phones, trains, traffic lights, construction cranes, electrical power poles and just about anything else she wants to, at any time? And why is she targeting Jerry and Rachel? Ah, watch as the web unweaves
Acting
LaBeouf and Monaghan are two very appealing young actors, who both have a lot of potential in their burgeoning careers. Of course, LaBeouf is now running the risk of doing too many big-budgeted, action movies; he should remember he was once a pretty good kid actor. Monaghan, too, showed great promise in films such as Kiss Kiss Bang Bang and Gone Baby Gone but has gone the cheap ingénue route with the likes of Made of Honor and The Heartbreak Kid. And now Eagle Eye, which unfortunately doesn’t do much to boost their resumes. Still, they manage to make the film watchable with the sparks between them. The rest of the cast are fairly wasted, however, including Rosario Dawson as a tough-nut Air Force investigator and Michael Chiklis as U.S. Defense Secretary. The only other cast member worth watching is Billy Bob Thornton as an FBI agent tracking Jerry and Rachel. He has all the best lines.
Direction
Director D.J. Caruso, who cut his teeth in the thriller department with last year’s sleeper Disturbia, goes for the full-action this time--and does a pretty good job, considering. It might not be up to the Bourne Ultimatum level but the car chases are exciting and inventive. A giant crane picking up a cop car and tossing it away in a garbage dump is a particularly clever way to dispose of an automobile. But Eagle Eye fails to engage the audience into caring much about the characters because you are too busy trying to figure out what the hell is going on and why these random people are involved. And when you do find out, you're still not convinced it was all necessary in the end. Maybe it'll play better on DVD.

16. Secret Life of Bees

Story
Wracked by guilt over what she believes is her responsibility for the tragic death of her mother -- and running away from a distant father (Paul Bettany) -- 14 year-old Lily Owens (Dakota Fanning) takes off with her caretaker, Rosaleen (Jennifer Hudson), and heads to the South Carolina home of the Boatwright sisters, a place that holds many memories of her own mother’s childhood. She is immediately taken under their wing and bonds with August (Queen Latifah), the family matriarch who runs the enterprising bee farm on the property and teaches Lily the ways of the honey. There’s also the spirited June (Alicia Keys), a music teacher resisting the marriage proposals of the well-intentioned Neil (Nate Parker), and fragile and childlike May (Sophie Okonedo). In forging new relationships with these women, a whole new world of self-esteem is slowly opened for Lily.
Acting
For Dakota Fanning her performance in Bees marks a turning point into a new phase of her already impressive career and in Lily proves she is able to move effortlessly into strong teenage roles and more sophisticated material. She’s quite touching as a young Southern girl who comes of age with the help of some wonderful African-American women at the height of the Civil Rights movement in 1964. Hudson also proves she can move comfortably beyond her Oscar-winning powerhouse debut in Dreamgirls. In Rosaleen, she gives voice to a young black woman, who is determined to exercise her right to vote for the first time, but at a price. Latifah is warm and commanding and the Queen bee of this clan, and her scenes with Fanning are nicely toned. In an unusual cast with lots of singers-turned-actresses, such as Hudson and Latifah, Keys also shows smart acting instincts even if her interpretation of June is a little on the flat side. Okonedo (Hotel Rwanda) is simply wonderful and touchingly understated as the shy, inward May. You wish there was more with her. Among the men, Bettany takes a one-dimensional role as the demanding father and gives it some light, while Parker (The Great Debaters) and Tristan Wilds, as August’ godson and Lily’s new friend, are spot on.
Direction
Gina Prince-Bythewood, who directs and smartly adapted the popular Sue Monk Kidd novel, does go for the sentiment inherent in an old-fashioned story of this kind. But she also thankfully doesn’t pour it on. She creates a world in the deep South that doesn’t shy away from showing the harshness of life for African-Americans, but whose lives, at least politically, are right at a major turning point. Most of all, though, she nurtures some lovely performances and brings an ensemble cast together with ease and heart. Prince-Bythewood, whose breakthrough feature was the entertaining sleeper hit Love and Basketball, clearly knows how to bring out the best in her actors. Secret Life of Bees elicits laughter and tears in equal doses, proving to be the kind of not obviously commercial but uplifting movie-going experience rarely seen these days.

15. Madagascar: Escape 2 Africa

Story
After a brief flashback prologue where we see how the young lion Alex (Ben Stiller) is separated from his father Zuba (Bernie Mac), inadvertently ending up in the Big Apple, the story returns to present day as our favorite New York zoo denizens prepare to take off from Madagascar in a crudely constructed airplane, piloted by the penguins and propelled by slingshot. Unfortunately for Alex, lovelorn giraffe Melman (David Schwimmer), fast talking zebra Marty (Chris Rock) and svelte hippo Gloria (Jada Pinkett-Smith), instead of landing in NYC, the aircraft sputters and crash lands right in the middle of Africa, where they run into a world of exotic creatures. This also includes Alex’s long lost dad and mom. Happy reunion? Not quite. Zuba’s nemesis Mukunga (Alec Baldwin) insists they follow lion pride lore, which means Alex must go through a rite of passage -- one he is sure to fail if Mukunga has his way. Meanwhile, Marty tries to integrate into a pack of zebras; Gloria gets hooked up with a soulful hippo (will.i.am); and Melman is up to his neck looking for love. Oh, and they also all have to save the Kenya preserve from a life-threatening water shortage. No biggie!

Acting
Madagascar: Escape 2 Africa’s witty and hip dialogue provides rich voice over opportunities for a talented crew of actors. Stiller continues to be a riot as the showbiz loving, Zooperstar Alex, especially in his attempts to earn the pride’s respect. Chris Rock earns his stripes, as he tries to hang with a large group of look-a-like, sound-a-like zebras. Schwimmer is winning and hysterical as Melman, now considered a witchdoctor by his fellow giraffe-ians, while Pinkett-Smith continues to shine as hippo Gloria, looking for a little action. Among the new voices, rapper will.i.am as Moto Moto, the last of the red-hot hippos, will have you wanting More More, while Alec Baldwin gets to play the heavy with Lion King style. The late Bernie Mac, playing it relatively straight as Alex’s father proves (as he does in his other new release this week, Soul Men), shows us just how much his unique brand of humor will be sorely missed. Stealing the show, however, and getting king-sized laughs in an expanded role is Sacha Baron Cohen back as King Julien, the hard-partying head of the lemurs.

Direction
With a vast improvement in Madagascar’s state-of-the-art computer graphic work, directors Eric Darnell and Tom McGrath take this sequel several notches up in terms of technical savvy, including the exciting opening sequence as well as the plane crash. But they really score with the script, with new co-writer Etan Cohen adding some crisp comedy. What was mostly just a serviceable script the first time around has gotten a lot more sophisticated and clever, a development parents being dragged by their kids will be keenly grateful for. This is the rare animated sequel that actually has a reason for existence other than minting money. It has more heart, drama and laughs than the original Madagascar, which, despite its flaws, still made half a billion dollars worldwide. Madagascar: Escape 2 Africa should make even more as it proves to be one of the year’s most entertaining comedy delights.

14. The Duchess

Story
Although set about 200 years before the world had ever heard of Lady Diana Spencer, this is the true story of another royal Spencer, The Duchess of Devonshire, Georgiana Spencer (Knightley) whose personal and professional life and innate sense of fashion and glamour made her all the rage in England and led her to a royal life of triumph and tragedy. Sound familiar? Based on Amanda Foreman’s award-winning biography, this compelling film version introduces us to a dynamic woman, whose feistiness and sense of style made her a star attraction in England’s royal circle. Smart as a whip and eventual leader of the progressive Whig party, Georgiana had it all--except the one thing she wanted most, the love of her husband The Duke (Ralph Fiennes), who became so obsessed with siring a son that he turned to open affairs with other women, including his wife’s best friend, Bess (Hayley Atwell). This humiliation and betrayal by her husband and friend leads to her own attempt at romantic happiness in a sizzling affair with the abolitionist, Charles Grey (Dominic Cooper).

Acting
Putting it simply, Knightley has the role of a lifetime and socks it home with the kind of acting bravado she hasn’t displayed even in her best films, Pride and Prejudice and last year’s Atonement. This is the kind of part an actor kills for, an emotional powerhouse that allows her to run the gamut from glamour queen, powerful political force, tortured wife, passionate lover and tragic heroine. The story of this Duchess has it all and is only enhanced by the eerie parallels to her royal descendant Princess Diana. If there is any justice, Knightley will be nominated for an Oscar. She deserves it. Fiennes is equally good, enjoying his finest screen outing in some time as the cold-hearted Duke who puts his own selfish goals above all else. Their scenes together are spectacularly well-acted. Atwell is demure and understated as Bess, the third wheel in a very complicated relationship. She’s slyly amusing, particularly in scenes she shares at the dining table with the Duke and Duchess. Cooper makes a strong impression turning up the heat as the dashing Grey, especially in a smoldering love scene with Knightley. The ever-reliable Charlotte Rampling is regally comfortable in the role of Lady Spencer, Georgiana’s proper mother, who tries to dole out useful advice against all odds.

Direction
Saul Dibb (Bullet Boy) does not have a long directing resume, but you wouldn’t know it from the first-rate production he has mounted for The Duchess. Dibb recreates the privileged world of these somewhat pained characters with no detail spared. Dibb’s widescreen framing of this historic soap opera is breathtakingly beautiful to see, his obvious filmmaking confidence paying off in a great looking motion picture. But it is a lot more than just pomp and circumstance. Often period dramas tend to get bogged down in spectacle and forget the human element. This is a case where moviegoers will be glued to their seats from first frame to last. It’s a whopper of a story he has adapted (with Jeffrey Hatcher and Anders Thomas Jensen) that thankfully doesn’t get lost in minutiae. Of particular note are Michael O’Connor’s costumes and Jan Archibald’s loopy hairstyle designs along with a stirring musical score supplied by Rachel Portman.

13. Body of Lies

Story
Although its Mideast trappings have become terribly familiar in any number of recent movies from Syriana to The Kingdom to director Ridley Scott’s own Black Hawk Down, William Monaghan’s (The Departed) tight script still has pertinent things to say about the lies and deceptions inherent in our covert operations in the region. Cloaked in a cat and mouse thriller format, the story centers on Roger Ferris (DiCaprio)--a top CIA operative, fluent in the Arab language-- who roams from country to country trying to penetrate top secret terrorist cells and uncover plans for mayhem. In trying to smoke out a shadowy terrorist who has been directing a series of key bombings against civilian targets in Europe, Ferris comes up with the ingenious idea to create a phony rival group that appears to be taking credit for the “real” Al Qaeda-type organization’s business. Complicating matters for Ferris is his boss, Ed Hoffman (Russell Crowe), back at CIA headquarters, who sees the world in black and white and believes there is no such thing as going too far to achieve goals in the best interest of the U.S. Both must also deal with the head of Jordanian Intelligence, Hani Salaam (Mark Strong), who recognizes that each is useful for his own counter-terrorism efforts.

Acting
There are a LOT of explosions that keep getting in the way of the dramatics--and much of the Crowe/DiCaprio teaming is played out on opposite sides of a phone line. But Body of Lies incorporates a first-rate cast, including many local Middle Eastern performers who make strong impressions. Crowe--adopting some sort of quasi-southern accent (apparently from Arkansas)--creates an amusing CIA boss who sees the world from one perspective--his. Juxtaposing his duties to family as well as America, Crowe creates a full blooded portrait of a husband, father and CIA lifer who thinks he knows all the answers. His few scenes when he is face to face with co-star DiCaprio are worth the wait and both stars play off each other with ease. DiCaprio is back in Blood Diamond territory here as a rogue operative using his own ingenuity to make a difference. His on-screen command of some Arabic phrases is unforced and impressive and he earns the audience’s empathy , particularly when he winds up in well over his head. There are also some nice scenes opposite a Muslim nurse he strikes up a relationship with while in the hospital. Iranian star Golshifteh Farahani is beautiful and nicely understated in these moments. Strong, who also is very fine in another of the week’s new releases, RocknRolla, is suave and powerful as the shrewd Jordanian Crowe and DiCaprio cross swords with. Other regional actors fill out their roles with uncommon authenticity.

Direction
There can be no question Ridley Scott is a master of the film medium. Body of Lies moves very well and thanks to the Scott style manual has lots of urgency. Employing his usual use of multiple cameras getting simultaneous angles in every scene, Scott doesn’t rely on actors having to do a lot of takes and in the process manages to give the film a documentary kind of feel. Although the filmmaking approach sometimes leads to more confusion than we would like, it also puts us right in the center of the action. And there’s plenty of that. Working for the fourth time with Crowe, the two clearly have a rapport and similar seat-of-the-pants way of working, which DiCaprio seems to have picked up nicely. If this isn’t as impressive an overall achievement as Black Hawk Down, it’s still an entertainment that is a cut above some of the other recent spate of Middle East-set thrillers. Locations are well used too, with Northern Africa and specifically the Moroccan environs filling in for the some dozen countries identified on the screen.

12. Barnyard

Story
Barnyard reminds me of a classic Far Side comic strip from Gary Larson, in which there’s a bunch of cows in a field near a road, standing around on two legs, smoking cigarettes, chatting with one another. One of them suddenly yells, “CAR!” and they drop on all fours and act like, well, cows, as the car drives by. Once the car is gone, they stand back up again and resume their activities. Funny, right? For a comic strip. To concoct a whole movie around the idea, however, you might be pushing it. And so we have Barnyard. The cows—along with the hens, the goats, pigs, horses, et. al.—walk on two legs and conduct themselves in a humanly fashion when the farmer is away. They even party hardy in the barn-turned-speakeasy once the sun goes down. Of course, to keep the story going, Barnyard throws in a father-son conflict, with evil, pillaging coyotes as the villains. Whatever. The cows are still standing in the end.

Acting
The list of big talent lending their vocals this time around also fail to inspire. Comedian Kevin James voices the main cow, Otis, the “original party animal” who could care less about anything else but having fun. Gruff veteran Sam Elliot plays his dad, Ben, the strong leader of the farm who tries to teach his son how to care for the other animals. Yawn. Let’s see, there’s also Friends’ Courteney Cox as a lovely she cow; Wanda Sykes as her wisecracking friend (does she do anything else but wisecrack?); Danny Glover as a wise old mule (yes, this is what he’s been reduced to); and Andie MacDowell as a mother hen. A real mother hen. Don’t even ask about Wild Mike.

Direction
And don’t even get me started on the fact ALL the bovines have udders, regardless of gender. Is Otis a bull trapped in a cow’s body? Of course, as I’m obsessing over this rather glaring error in animal realism, I have to stop myself, realizing I’m watching a movie about talking farm animals, livin’ life large as quasi-humans. Sigh. Writer/director Steve Oedekerk—Jim Carrey’s go-to screenwriter, having penned Bruce Almighty and both Ace Venturas—also has Kung Pow: Enter the Fist under his belt. Yes, he knows a bit about comedy, but his comic sensibilities obviously run very broad. In other words, there are no subtle inside remarks aimed at the adults. To Oedekerk’s credit, there are some moments of hilarity, especially when Otis and a bunch of “Jersey” thug cows go for a joy ride. But it’s fleeting. It might be time to take a break from this glut of cutesy CGI animation.