BAD TEACHER It's no Bad Santa, but Bad Teacher brings just enough naughty behavior to the table to make it a decent watch for viewers tired of PG-13 timidity. In her best role since 2005's underrated In Her Shoes, Cameron Diaz plays Elizabeth Halsey, a gold-digging middle-school teacher who, having just been dumped by her wealthy fiancé, sets her sights on substitute teacher Scott Delacorte (Justin Timberlake), who happens to be the heir to a watch-making dynasty. Elizabeth is manipulative, deceitful, insensitive and lazy, and she's forced to use all her cunning to dislodge Scott from the grip of a perpetually peppy teacher named Amy Squirrel (Lucy Punch). Meanwhile, nice-guy gym teacher Russell Gettis (Jason Segel) hangs around, hoping to get past Elizabeth's obvious disinterest in him. Hollywood, which fashions itself as a bearer of moral messages, usually feels the need to take down its flawed characters before the closing credits, with the arrogant/narcissistic/self-centered protagonist miraculously transformed into a wellspring of small sacrifices and big embraces (e.g. half of Jim Carrey's canon). To its credit, Bad Teacher doesn't resort to such shameless pandering: Like Billy Bob Thornton's Willie in Bad Santa, Diaz's Elizabeth Halsey bends but doesn't break, and the film has no need to automatically punish the wicked for their indiscretions. On the downside, the combination of a short running time, often erratic pacing, and a number of red-band-trailer moments conspicuously missing from the finished piece suggests that the studio ultimately didn't have quite enough faith in the picture to let it all hang out. This Bad Teacher is amusing enough to earn a passing mark, but we'll have to hope for an unrated director's cut on DVD/Blu-ray in order to fully gauge this school project's merit. **1/2

BRIDESMAIDS Bridesmaids can't maintain a high level of hilarity over the course of its 125 minutes, but when its game is on, it ranks among the funnier endeavors of the past few years. Judd Apatow is one of its producers, and the film certainly falls in line more with his brand of product — raunchy comedies that often reveal unexpected depths (e.g. The 40-Year-Old Virgin) — than with the usual formulaic rom-coms with female protagonists and wedding themes (e.g. the abysmal Something Borrowed). But let's be quick to steer most of the credit away from Apatow — and even director Paul Feig — and place it where it clearly belongs: at the feet of Kristen Wiig. The talented comedienne has perked up many a movie in supporting roles, and she's sensational in her largest part to date. Working from a screenplay she co-wrote with Annie Mumolo, she plays Annie, who's been chosen by her lifelong best friend Lillian (Maya Rudolph) to serve as her maid of honor. But Annie feels increasingly threatened by the presence of Lllian's new friend, the lovely and wealthy Helen (Rose Byrne), and matters soon get awkward and out-of-hand. Wiig possesses the same sort of brashness that the likes of Madeline Kahn and Bette Midler used to display in comedies, yet her more delicate features allow her to smoothly apply the brakes and ease back into the more vulnerable aspects of her characterization. As expected, the film contains a smattering of gross-out gags, yet while some are undeniably funny, they can't compete with the moments in which the laughs stem mostly from Wiig's genuine comic chops, whether it's the perfect scene involving a microphone stand-off or the sequence in which she unwisely mixes booze and pills while aboard an airplane. Granted, the actress has been around for years, but with Bridesmaids, it's not exactly inappropriate to declare that a star is born. ***

CARS 2 Before Cars 2, Pixar had released 11 feature-length tales, all but one of them considered unqualified gems that spoke to adults as much as to the kids. The exception was 2006's Cars, which earned mostly positive notices but was dismissed as lightweight children's fare. I would argue that it's a bit stronger than that — its Route 66 mythology, coupled with the presence of Paul Newman in what would turn out to be his final role, lent it a nostalgic, bittersweet tinge — but when placed alongside the magnificence of, say, Up or the Toy Story trilogy, it clearly doesn't possess the same emotional or artistic wallop. And neither does Cars 2, which will replace its predecessor as the new runt of the Pixar litter. But so what? If the Pixar gurus occasionally want to kick up their heels and make movies that offer only surface pleasures, then so be it. The only requirement should be that they entertain, which is something that Cars 2 certainly does. Adopting an international template, this sequel finds Lightning McQueen (voiced again by Owen Wilson) invited to participate in an international Grand Prix event. McQueen reluctantly takes Mater (Larry the Cable Guy) with him, only to be immediately humiliated by his best buddy's redneck behavior. But while McQueen tries to ignore these distractions and concentrate on beating his racetrack rivals, Mater gets mistaken for a brilliant secret agent by a pair of British operatives (Michael Caine as Finn McMissile and Emily Mortimer as Holley Shiftwell) trying to uncover the shadowy head of a criminal cabal. Had Cars 2 been released by any other studio's toon department, it would have been praised for its inventiveness and eye-popping animation; instead, Pixar finds itself punished for having a track record like no other. ***

FAST FIVE Stating that Fast Five is the best of the Fast and the Furious series is perhaps like claiming that the Big Mac is the best hamburger served at McDonald's: It's not so much a declaration of excellence as an example of damning with faint praise. Still, fans of this high-octane franchise will find plenty to enjoy, newbies should be able to hop aboard the ride without getting left behind (any references to past pictures tend to be negligible or easy to absorb), and dates dragged against their will can at least enjoy the Cowboys & Aliens trailer that precedes the picture. OK, so the viewing experience admittedly offers more than just a sneak peek at an anticipated sci-fi summer blockbuster. Even with a generous 130-minute running time, the film never brakes for boredom. There's also a notable attempt on the parts of director Justin Lin and writer Chris Morgan to give everyone a moment to shine in the spotlight. And considering this entry brings back various characters from all four previous installments, that's a lot of illumination taking place. Front and center, of course, is the triumvirate of bad-ass Dominic Toretto (Vin Diesel), bad-ass wannabe Brian O'Conner (Paul Walker) and tough yet tender Mia Toretto (Jordana Brewster). Return offenders include Tyrese Gibson (who still can't act a lick, bless him) and the always engaging Chris "Ludacris" Bridges as two of the numerous car-crazy accomplices. New to the cast is Dwayne Johnson as a federal agent in hot pursuit of our anti-heroes. As for the plot, it concerns the efforts of — oh, who am I kidding? All that's important is that it involves lots of car chases, mucho macho posturing, a nonstop barrage of wisecracks (some amusing, some anything but), and the continued sight of Brian O'Conner trying to look like a bad ass (or did I already mention that?). Oh, and it all takes place in Rio de Janeiro. Look fast and you can even spot a cameo appearance by Blu, the animated star of the current hit Rio. OK, not really, but wouldn't Rio and Fast Five make for a more intriguing cross-promotion than Rio and Angry Birds? **1/2

GREEN LANTERN Considering all the advance negative buzz that had been building with the steadiness and scariness of a Category 5 hurricane, Green Lantern isn't the catastrophe that had been foretold as far back as the Book of Revelation. To compare this effort to such truly abysmal efforts as Catwoman and Batman & Robin would merely be an exercise in misguided grandstanding; at the same time, the middling results suggest that, the excellence of X-Men: First Class notwithstanding, Hollywood might consider cooling it on the super-sagas for a while (fat chance) and seek inspiration from other types of comic characters. Little Lulu or Andy Capp, anyone? When all is said and done, Green Lantern is really no different than the film which kicked off this summer season: As with Thor, this one also features slick special effects, a likable (if vanilla-flavored) leading man and effective use of 3-D, but it likewise gets bogged down in protracted exposition and has trouble sorting out its cluttered screenplay. Ryan Reynolds stars as Hal Jordan, a test pilot who becomes the first human to become a member of the Green Lantern Corps, an intergalactic watchdog group tasked with protecting the universe. The preeminent threat at the moment is a fearsome entity known as Parallax; his agent of evil on earth is Hector Hammond (Peter Sarsgaard), a nerdy scientist who promptly becomes a telekinetic mutant with a bulbous, oozing head. Hal's battles with Parallax and Hector are ably handled by director Martin Campbell (Casino Royale), and they allow the FX crew to show off their hard work. But whenever the movie isn't moving at a fast and furious speed, the banality of the script takes center stage, and we're left with another costume caper that doesn't quite know what to do with itself whenever its characters aren't playing dress-up. **1/2

THE HANGOVER PART II If you're one of those who consider The Hangover the greatest comedy ever made, then this review might prove to be entirely useless, as The Hangover Part II stands a wonderful chance of earning your vote as the second greatest comedy ever made. Then again, it's entirely possible you might recognize the sheer laziness that defines this cash-grabbing sequel. It displays an alarming lack of originality and drive, in essence merely copying the exact same gags, scenarios and, unbelievably, occasional camera shots from the original. It isn't as mean-spirited or misogynistic as its predecessor, and there are a couple more chuckles, but otherwise, the only way future generations will be able to tell the pair apart is that one's set in Las Vegas while the other takes place in Bangkok. In this outing, Stu (Ed Helms, again the MVP among this motley crew) heads to Thailand to get married and takes buddies Phil (Bradley Cooper), Doug (Justin Bartha) and, with much reluctance, Alan (the perennially annoying Zach Galifianakis, simply not my cup of comedic tea) with him. It's deja vu all over again, as Phil, Stu and Alan party late and wake up the next morning with no idea of what transpired the night before. Stu has a tattoo on his face, his future brother-in-law (Mason Lee) is missing, and a cigarette-smoking monkey is hanging out in their hotel room. The effeminate Mr. Chow (Ken Jeong) returns from the first picture, and there's a cameo appearance (no prize for guessing who) by a celebrity who pops up to mangle the Chess piece "One Night In Bangkok." Those yearning for some summertime bawdiness at the movies would be well-advised to check out Bridesmaids instead, as any random scene in that picture is better than anything on display in The Hangover Part II. Besides, considering the high cost of tickets, dropping dough on that alternative expenditure means there will be less chance that you'll hate yourself in the morning. **

HORRIBLE BOSSES Two-thirds of a very funny movie, Horrible Bosses takes its irresistible premise an admirable distance before pulling a Wrong Way Corrigan and heading in an alternate direction, away from true comic inspiration and toward convention and compromise. Still, there are plenty of laughs to be mined, and in the genre of ribald male-bonding flicks, it won't cause a hangover like The Hangover Part II. Even folks living in caves have seen the omnipresent trailer, which cleanly explains the situation: Three regular joes (Jason Bateman, Charlie Day and Jason Sudeikis) are sick of the abuse heaped on them by their evil employers (respectively, Kevin Spacey, Jennifer Aniston and Colin Farrell) and decide to murder them. They hire an ex-con named Motherfucker Jones (Jamie Foxx) to do their dirty work, but he informs them that he'll only serve as a consultant and that they'll have to do the actual killing. His suggestion: Emulate Alfred Hitchcock's Strangers on a Train (or, as one character amusingly notes, Danny DeVito's Throw Momma from the Train) by having each fellow bump off another's boss, thereby reducing the risk of getting caught. Despite a few clunkers, the jokes are generally tight, and the five actors, especially Spacey and Farrell, are perfect for their roles; only Aniston's slutty dentist fails to convince, less a fault of the actress than the three screenwriters who don't know how to write this character so that she makes sense. At any rate, the film works up until the point when the bosses are linked up (no fair revealing how), but instead of using this sequence to expand with the intricate plotting, the writers reveal their limitations by allowing the picture to collapse like a house of cards, serving up a perfunctory final half-hour that's no match for the bright hour that preceded it. Horrible Bosses easily earns a commendation, but a bit of overtime on the part of its creative team might have resulted in higher praise. **1/2

LARRY CROWNE Larry Crowne opens with Tom Hanks' title character taking so much grinning-idiot pleasure in his job at a retail box store (he's even cheerful when wiping a kid's vomit off the mechanical horse out front) that we momentarily suspect the actor has elected to revive Forrest Gump in an unauthorized sequel. But no, Larry Crowne is just that kind of guy — jovial, hardworking, uncomplaining — which makes it a shocker (at least to him) when he's downsized by a group of corporate caricatures (in a wretched scene played partly for nonexistent laughs) who state that his lack of education makes him expendable in modern-day America. After failing to land another job, Larry, only slightly less square than Napoleon Dynamite, decides to go back to school, only it was a helluva lot more fun when Rodney's Dangerfield's Thornton Melon chose this route 25 years ago. Larry's escapades at the local community college are, like practically everything else in this film, barely perfunctory as narrative and wholly lacking in any sort of dramatic conflict. Positioned as a picture about how it's possible to still succeed in a country that's been destroyed by rising unemployment rates and soaring gasoline prices, Larry Crowne, co-written by Hanks and My Big Fat Greek Wedding's Nia Vardalos, actually has little basis in reality, with Hanks' "don't worry, be happy" protagonist sailing from one existential uptick after another. Julia Roberts appears as Larry's unhappy teacher, but like everyone else in Larry Crowne, her character is only on hand to lavish praise on a dull character who hardly deserves his own motion picture. *1/2

MIDNIGHT IN PARIS Stating that Midnight in Paris is Woody Allen's best film in over a decade really doesn't mean anything at all, considering that most of his output since the previous century has consisted of such clunkers as Hollywood Ending and Cassandra's Dream. His last picture, 2010's You Will Meet a Tall Dark Stranger, even managed to sneak onto my year-end "10 Worst" list, so color me stunned that Midnight in Paris exudes both charm and cleverness in equal measure. Owen Wilson, who proves to be a natural fit for Allen, plays a burned-out screenwriter named Gil, who appears to be more in love with Paris than with his fiancee Inez (Rachel McAdams). And why not? Inez is pushy, self-centered and spoiled, while the French capital (which they're visiting) is warm, inviting and deeply romantic. While Inez spends time with a pompous acquaintance (a funny Michael Sheen), Gil walks the city streets and soaks up the culture. Employing a bit of leftover fairy dust from his 1985 gem The Purple Rose of Cairo, Allen soon has his leading man magically transported back to the 1920s, where he hobnobs with the likes of F. Scott Fitzgerald (Tom Hiddleston, Thor's Loki), Ernest Hemingway (Corey Stoll) and Salvador Dali (Adrien Brody) and falls for Pablo Picasso's beautiful mistress, Adriana (an enchanting Marion Cotillard). Despite making some salient points about the manner in which people belittle their own era while longing for a simpler, more innocent time (something which of course has never existed), Midnight in Paris is a lightweight bauble from Allen, and it provides few of the hearty laughs that propelled many of his past classics. But it's nevertheless an irresistible bauble, and a goofy, appreciative smile remained plastered on my face throughout the course of its tragically brief 95 minutes. ***

MR. POPPER'S PENGUINS Aside from Tom Popper (Jim Carrey) mistakenly believing that "BFF" stands for Big Fat Friend, the only original element to be found anywhere in Mr. Popper's Penguins is the character of Pippi, Popper's personal assistant and a Brit prone to parleying with prose that begins with the letter "p." The London-born actress with the terrific name of Ophelia Lovibond essays this role, and she provides a lift to every scene in which she appears. Unfortunately, she doesn't appear nearly enough to save this ghastly family film. A bastardization of the award-winning children's book, this finds Carrey cast as a ruthless businessman with daddy issues, spousal issues, and neglected kids issues. Mr. Popper has always placed his job above all else, but that changes after he receives a parting gift from his deceased father: six penguins (given names like Loudy, Bitey and Stinky) that take over his apartment and his life. The penguins seen in the picture are a mix of actual animals and CGI creations, and here's a quick primer for those unable to tell the difference: The ones acting normal are the real birds while the ones pooping in Popper's face or leaning over to break wind are the fake ones. Watching the real penguins, your have to feel sorry for them — in this picture, they get less respect than Rodney Dangerfield. Still, they fare better than Carrey, who's simply required to react to the wacky penguin shenanigans. Small children might get restless during the sequences in which Popper tries to patch up his relationship with his ex-wife (wasted Carla Gugino), but they'll otherwise be kept entertained by the animal antics. Adults, on the other hand, might want to stay away — as Pippi would doubtless note, this movie is putrid, puerile and painful. *

PRIEST Priest begins with some juicy exposition related through trippy anime (not surprising, considering the source material was a Korean graphic novel) before plunging into its story about a "Warrior Priest" (Paul Bettany) who sets out after the vampires who kidnapped his niece (Lily Collins). And for a while, the picture looks as if it might deliver on a palatable pulp-popcorn level: Director Scott Stewart keeps the proceedings moving at a breathless clip, Bettany's seething conviction as both a man of the cloth and a man of action is inspiring, and the obvious plot parallels to John Ford's The Searchers (seriously!) are a nice touch. Nicest of all, though, is the decision to initially keep the vampires out of sight, a throwback to the rule dictated by filmmakers Val Lewton and Jacques Tourneur that suspense is best maintained when the monsters exist in the mind rather than on the screen. However, this being 2011, we know we'll eventually see the vampires — which is fine ... until we actually see them. These creatures are, in a word, laughable. Created entirely through CGI — unconvincing CGI, I might add — they suggest the result of a threesome between Dracula, The Road Runner, and a slug. The exception is the "human vampire" called Black Hat (Karl Urban), who in the end turns out to be a stock movie villain, only with sharper teeth. After a strong beginning, Priest ends with a whiff of Jonah Hex about it. Keep searching. **

RIO As straight-ticket children's fare, Rio is better than many toon flicks aimed squarely at this undiscriminating audience (Gnomeo & Juliet, for example), with its visual splendor and Jesse Eisenberg's patented nerd shtick helping overcome deficiencies in the narrative and a slew of humdrum ancillary characters. Eisenberg provides the voice for Blu, a macaw raised from infancy by a Minnesota bookworm named Linda (Leslie Mann). A bumbling scientist (Rodrigo Santoro) convinces Linda to bring Blu to Rio de Janeiro so he can mate with Jewel (Anne Hathaway) in an attempt to prevent the extinction of the species, but the feathered pair hardly prove to be "lovebirds." A smuggler (Carlos Ponce) steals the rare birds with the assistance of his two imbecilic minions and a Scar-like cockatoo named Nigel (Jemaine Clement), and it's up to the timid Blu and the feisty Jewel to extract themselves from this dire predicament. Except for its use in one stunning aerial sequence set in the skies around the Christ the Redeemer statue, the 3-D is (as is often the case) negligible and only in place to justify elevated ticket prices. Visually, the film commands attention on its own, not only in the flight sequences but also during the musical numbers. But the story is drab and uninvolving, and the big-name cast (Hathaway, Jamie Foxx, will.i.am, George Lopez) is ill-equipped to bring the dull characters to life. The exception is Eisenberg, who is accorded the script's few decent lines and draws some mild laughs from them. Of course, coming so soon after The Social Network, it's hard not to recall Eisenberg as Mark Zuckerberg; as continuing proof that Rio misses its mark at connecting with adults, there are no references to Blu as the creator of FaceBeak. **1/2

SUPER 8 Writer-director J.J. Abrams' Super 8 is set in 1979, a year that's nestled between the release dates of Steven Spielberg's first two blockbusters, 1975's Jaws and 1977's Close Encounters of the Third Kind, and his subsequent two blockbusters, 1981's Raiders of the Lost Ark and 1982's E.T. The Extra-Terrestrial. (Spielberg's underrated 1941, which was released in 1979, was a flop.) The selection of this year makes sense, since the picture itself is surrounded on all sides by the influence — nay, the very spirit — of Mr. Spielberg (who, incidentally, is involved as a co-producer). But while imitation may be the sincerest form of flattery, it's not always the best way to make a movie. Super 8 is a thoroughly entertaining popcorn flick, but one does get the sense of Abrams sweating up a storm in an effort to produce the sort of guileless matinee magic that Spielberg conveyed effortlessly. Newcomer Joel Courtney handles the starring role of Joe Lamb, who agrees to help his best friend Charles (Riley Griffiths) shoot a zombie movie for an amateur filmmaking competition in their home state of Ohio. Along with their gangly pals (Ryan Lee, Gabriel Basso and Zach Mills), as well as their reluctant classmate Alice (Elle Fanning, a revelation here), the crew proceeds to begin filming at a rural railroad stop in the middle of the night, only to have said shoot interrupted when a train carrying a mysterious cargo derails. The military soon comes a-callin', followed shortly by a series of mysterious disappearances around town. E.T.'s suburban setting, Close Encounters' sense of government secrecy, Jaws' initially unseen menace, Raiders' climactic cliffhanger-style thrills — all of these elements are dutifully channeled by Abrams, who takes the classic Spielberg model and outfits it with a new engine. The effects are more polished, the Dolby sound is ratcheted up, and what was once spanking new (Walkmans, The Knack's "My Sharona") is now employed in the film as misty nostalgia. ***

THOR Kenneth Branagh, whose devotion to the works of William Shakespeare resulted in his designation as the modern-day heir to Laurence Olivier, might have seemed an unlikely choice to helm Thor, the latest in the growing line of Marvel Comics adaptations. Yet it's possible that the man who successfully brought (among others) Hamlet and Much Ado About Nothing to the big screen took his marching orders directly from the Bard himself. "O that I were a god, to shoot forth thunder," wrote Will in Henry VI, Part 2, a sentiment that Branagh tries to capture in this superhero opus centering on the Norse God of Thunder. A perfectly serviceable entry in the cinematic superhero sweepstakes, Thor provides viewers with a good time as long as they're not taking notes and comparing it to most other high-profile Marvel properties. More straight-laced than the Spider-Man films and less exciting than the X-Men oeuvre (the first two, anyway), Thor can't even match the rollicking ride of the original Iron Man, which had the advantage of Robert Downey Jr. to steer it over rough terrain. But that's not to say there isn't much to enjoy here. The film is gorgeous to behold (the 3-D is used effectively), and the battle sequences are ably handled — there's a kinetic kick in seeing Thor twirl his mighty hammer Mjolnir to batter opponents, a perfect realization of the manner in which it was caught on the printed page. Chris Hemsworth is well-cast as Thor, and while he and Natalie Portman (as an astrophysicist) don't set off any massive fireworks, they prove to be an affable screen couple (at any rate, Natalie Portman + Chris Hemsworth > Natalie Portman + Danny McBride). **1/2

TRANSFORMERS: DARK OF THE MOON Stating that Transformers: Dark of the Moon is better than 2009's infamous Transformers: Revenge of the Fallen is a futile declaration best left for mathematicians to ponder, as only they might care to take the time to calculate the minuscule percentage that was necessary for this to emerge, uh, superior to its predecessor. 2007's Transformers contained enough flashes of warmth, emotion and workable humor to catch many critics off guard, but all that goodwill dissipated with the release of the first sequel, which one scribe — oh, yeah, me — described as "the filmic equivalent of a 150-minute waterboarding session." This latest franchise filler is just as soulless, cynical and stupid (and five minutes longer!), with director Michael Bay no longer even pretending to care about anything but breaking his own box office records. The plot again finds Sam Witwicky (Shia LaBeouf) taking on the Decepticons alongside other returning characters (Josh Duhamel, Tyrese Gibson, John Turturro), one newcomer (Frances "Are you fucking kidding me?" McDormand), and the Autobots: Optimus Prime, Bumblebee, Ratchet, Ironhide, Sleepy, Bashful and Dopey. Bay's fascistic tendencies aren't quite as pronounced as in the last installment, but there isn't anything this man won't do for the sake of arousing himself, be it an establishing shot of Sam's girlfriend (Rosie Huntington-Whiteley) that solely captures her 3-D-enhanced ass, a moment when Sam's mom surmises that her son must have a big schlong in order to land such hotties, or a scene in which a little girl unknowingly plays tea party with a disguised Decepticon who then leaps up and murders her mom and dad. From start to finish, it's a miserable viewing experience, and the robot slugfests are once again incoherent and endless. So why is Dark of the Moon better than Revenge of the Fallen? Two reasons. First, there's an Inception-like sequence (right down to similar music) involving a folded building that's pretty cool. And second, unlike its predecessor, there are no shots of Transformer testicles. *

THE TREE OF LIFE Terrence Malick's latest cinematic meditation is a movie that's probably easy to hate and almost impossible to defend. Detractors will be quick to label it pretentious, which seems unfair to me — pretentious denotes insincerity, and Malick is nothing if not genuine in his attempts to use the medium as a means with which to explore subjects that are important to him. Here, he's made his most elliptical film yet, a mood piece of a movie that grapples with such capital-letter issues as Life, Death, God and Nature. It's a movie that's both universal (literally, as in the creation of the universe) and personal (the birth of a child), and its neatest trick is that it feels like a Malick autobiography even as it directly speaks to receptive viewers on a one-to-one basis. It's cinema as a give-and-take relationship: The movie can only provide as much as the viewer is willing to put into it. Its primary plot centers on a family residing in Waco, Texas, in the 1950s. Mr. O'Brien (Brad Pitt) is the stern patriarch, a man who loves his family but nevertheless takes out all of life's frustrations on them. Mrs. O'Brien (Jessica Chastain) is the beatific mother, full of love, grace and charity. Jack, the oldest of their three sons (Hunter McCracken), is inevitably torn — and molded — by the conflicting behavior of his parents, and, as with any person, his childhood is carried with him into adulthood, where a grown Jack (Sean Penn) grapples with all sorts of memories, not least the painful thoughts of the brother who died too young. For those who can get on its wavelength, The Tree of Life will feel like a godsend; others will be bored by a slowly paced tale that allows the film to clock in at 140 minutes. ***

X-MEN: FIRST CLASS X-Men: First Class is the best X-Men flick since the 2000 original, and while it's no match for either The Dark Knight or Superman, it still ranks among the top 10 movies to date in this specialized genre. It's that good. Working from a plot fashioned by six writers (including himself), director Matthew Vaughn employs a generous 132-minute running time in order to give all the characters and their predicaments breathing room. Front and center are Charles Xavier (James McAvoy) and Eric Lehnsherr (Michael Fassbinder), two powerful mutants who team up to stop a former Nazi (Kevin Bacon) from starting World War III during the height of the Cold War. They also elect to mentor other mutants all looking for acceptance in a world that is just now becoming aware of their presence but already fearing and despising them for being different. Both Charles and Eric are happy to serve as mentors to these tortured youths — among them, the shape-shifting Raven/Mystique (Winter's Bone Oscar nominee Jennifer Lawrence) — but to different ends: Charles believes that mutants and humans can eventually coexist peacefully, while Eric feels that humans deserve only contempt and must bow to mutant superiority. Vaughn appears to be something of a mutant shape-shifter himself, moving from the steely coolness of Layer Cake to the fairy tale romance of Stardust to the relentless brutality of Kick-Ass. Here, he ably demonstrates that he can tackle a mammoth Hollywood blockbuster without getting swallowed whole by the experience. Crucially, he never loses sight of the fact that the characters matter far more than the effects work (though the CGI is excellent), and such an approach results in some memorable characterizations as well as one standout performance by Fassbinder as Eric Lehnsherr/Magneto. ***1/2

ZOOKEEPER Leave it to Zoolander to have the foresight to succinctly sum up Zookeeper. In that 2001 comedy, Owen Wilson's Hansel blares, "Taste my pain, bitch!" — a declaration that Kevin James was directing at me for the duration of this ghastly film's 100 minutes. I'm sure that taste will still be lingering in my mouth in December, when it's time to draw up the year-end "10 Worst" list. For now, I'm reduced to shedding a tear over our animal friends: Between this and Mr. Popper's Penguins, they're having an especially bad summer. The screenplay cobbled together by five writers curiously spends a lot more time on the bland romantic woes of Kevin James's zookeeper than on the talking animals, although there is a protracted subplot in which Griffin bonds with a lonely gorilla named Bernie (Nick Nolte!) by taking him to TGI Friday's. James always projects a sincerity that's missing from too many of his lowbrow peers, but when all is said and done, he's still about as funny as head lice. Adam Sandler's monkey gets off a couple of good cracks, but otherwise, the animals (lions voiced by Sylvester Stallone and Cher, bears voiced by Jon Favreau and Faizon Love, etc.) prove to be even more dull than the humans, never doing anything remotely interesting or amusing. Replaying Zookeeper in my mind draws up another Zoolander quip: "I've got a prostate the size of a honeydew and a head full of bad memories." Nothing wrong with my prostate, but, man, does my brain need a detox. *