CONFESSIONS OF A DANGEROUS MIND
"Never let them see you sweat" is a tagline that apparently went unheeded by George Clooney, who huffs and puffs mightily in his directorial debut. This adaptation of Chuck Barris' memoirs, in which the creator of The Gong Show (among other TV inanities) claims to have been an assassin-for-hire for the CIA, is a genuine mixed bag, full of entertaining moments but also bogged down by Clooney's overwhelming desire to emulate his frequent screen collaborator Steven Soderbergh. Trying for an air of hip irreverence that, let's be honest, was never Soderbergh's strongest filmmaking attribute either, this follows Barris (Sam Rockwell) as he balances a successful TV career and a steady sweetheart (Drew Barrymore) with his clandestine activities for the government, represented here by a CIA mentor (Clooney) and a sexy super-spy (Julia Roberts). Appearing in virtually every scene, Rockwell (The Green Mile) is well-cast up to a point, but he has yet to provide any afterlife to any of his screen personas; he doesn't inhabit his characters as much as get assimilated by them (despite having seen him in a dozen pictures, he has yet to deliver a performance that sticks in my mind). But Clooney as actor nicely underplays, while Roberts is used far more effectively than in Soderbergh's Ocean's Eleven. 1/2

NICHOLAS NICKLEBY
Charles Dickens' assorted works have been brought to the screen on close to 100 occasions, but the number of Nicholas Nicklebys can be counted on one hand with the thumb tucked out of sight. This new Nickleby, the first since 1947, has been pared down from the original text by writer-director Douglas McGrath, who brought Jane Austen's Emma to the screen in 1996. Whereas the Royal Shakespeare Company's landmark stage production ran nine hours, this film clocks in at a little more than two hours; yet this Reader's Digest approach is remarkably fluid and full-bodied, if lacking the emotional wallop of the recent Austen adaptations. As Nicholas, a decent young man determined to protect his family and friends from the harsh circumstances that seemingly dog their every move, newcomer Charlie Hunnam is passable (though rather modern, in that GQ-hunk sort of way); he's surrounded by an able cast of familiar faces, including Christopher Plummer, Nathan Lane, Timothy Spall and, in a pair of standout performances, Jim Broadbent as Wackford Squeers, the cruel head of a decrepit boys' school, and Billy Elliot's Jamie Bell as Smike, the abused orphan that Nicholas takes under his wing.

THE PIANIST
Perhaps mellowing with age, the unpredictable Roman Polanski has made one of the most traditional pictures of his storied career, a Holocaust drama that rarely ventures from the path already trodden by such exemplary efforts as Schindler's List and the TV miniseries Holocaust. Yet the director, whose mother died in a concentration camp, has also made one of the most personal and heartfelt pictures of his career, and his anger and sadness emanate from virtually every frame. Winner of the top prize at Cannes, this recounts the story of Wladyslaw Szpilman (Adrien Brody), a Polish Jew and classical musician who, through the kindness of strangers and breaks of good fortune, managed to survive the Holocaust. The first half of the picture, more familiar but also more emotionally draining, centers on the Nazi atrocities occurring to those around Szpilman, while the second part shifts gears as it concentrates on how he basically had to spend the remaining part of the war hiding out on his own, spending countless months with nothing to do, nothing to see, and usually nothing to eat. More reflective and deliberately paced than many films of this nature, this nevertheless contains some truly disturbing scenes that will be tough for many viewers to take.

RABBIT-PROOF FENCE
After years of Hollywood servitude as a hired-gun (Sliver, The Saint), Australian director Phillip Noyce came charging back last year with two comparatively small-scale gems: Rabbit-Proof Fence and The Quiet American (opening locally February 14). Fence, one of those "based on a true story" sagas that showcase humanity at its vilest, concerns itself with an Australian policy (in effect until 1970) that allowed the government to take half-caste children (part white, part Aborigine) away from their Aboriginal families and integrate them into white society (the idea was that after a couple of generations, all traces of "native" blood would be erased from the family line). Here, the focus is three girls ages 14, 10 and 8 (earnestly played by non-professionals Everlyn Sampi, Tianna Sansbury and Laura Monaghan); stolen from their moms and sent to a school 1,200 miles away, they soon escape and attempt to walk the entire distance back home. Despite sounding like a human version of Disney's popular Incredible Journey films (indeed, with a PG rating, this would be fine for older children), this isn't exactly an uplifting tale of the indomitability of the human spirit; rather, there are many heartbreaking moments, and the coda delivers an additional wallop. The great David Gulpilil, 31 years after Walkabout, co-stars as a veteran tracker, while Kenneth Branagh appears in several scenes as A.O. Neville, the misguided bureaucrat who plays God with the country's indigenous people.