THE ROYAL TENENBAUMS One of the most unusual productions of 2001, this new piece from the makers of Rushmore ­ writer-director Wes Anderson and co-scripter Owen Wilson ­ doesn't offer the sort of instant guffaw gratification we generally get from American comedies; instead, its laughs are like stealth bombers, sneaking up on us to the extent that we suddenly find ourselves chortling even as we're wrapped up in the movie's unexpected air of melancholia. Gene Hackman heads the cast as Royal Tenenbaum, who, after abandoning his family two decades earlier, suddenly tries to worm his way back into their lives. Matriarch Etheline (Anjelica Huston) is suspicious, but no more so than the pair's grown children, all of whom were child prodigies before family dysfunction and their own neuroses left them psychologically adrift. Through odd circumstances, both parents and all three kids ­ failed playwright Margot (Gwyneth Paltrow), former tennis pro Richie (Luke Wilson) and uptight businessman Chas (Ben Stiller) ­ find themselves again living under the same roof, a pressure cooker situation that causes all sorts of messy emotions to spill over. Anderson's efforts to punch across his particular brand of eccentric humor are often heavy-handed ­ the film's wink-wink self-awareness is abnormally high, even for a hip comedy ­ but his ability to make us care about these flawed, sad characters can't be underestimated. The entire cast clicks, though this is Hackman's show all the way: Refusing to pander to audience sympathies, he makes Royal simultaneously endearing and infuriating. Come to think of it, the same can be said about the movie itself.

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ALI When casting actors as instantly recognizable icons, it's best to either pick unknowns who can transform themselves into their subjects without having to contend with viewer baggage (e.g., then-anonymous Ben Kingsley in Gandhi) or choose widely respected performers known for their ability to get at the hearts of their characters (Anthony Hopkins in Nixon). In the case of Ali, Michael Mann's look at the (larger-than-)life and turbulent times of boxing legend Muhammad Ali, Will Smith's work in the role is ultimately about as convincing as that of a sixth-grader who dons a long coat and fake beard to play Abe Lincoln in the school play. Smith may have been placed in an impossible situation: Never once sinking into the role of Ali to the point where we forget it is Will Smith, the young actor faces a perpetual losing battle, as his own strain of charisma doesn't come close to matching the volcanic intensity spewed forth by the real Ali. Still, let's cut Smith some slack and go after the real criminal mastermind behind Ali: Director-cowriter Mann, who had the daunting task of condensing Ali's life into a 158-minute running time. Forget about historical accuracy: The movie that unfolds on-screen is so imbalanced in what's accorded screen time, so slipshod in its development of supporting characters, and so inefficient in penetrating the Ali mystique, its only saving graces are a handful of isolated scenes and an amusing turn by Jon Voight as a waxworks Howard Cosell. Skip this and rent the excellent documentary When We Were Kings, which provides precious footage of the real Ali in all his raging splendor.

A BEAUTIFUL MIND Perhaps wary of the controversy that surrounded the liberal handling of factual material in films like The Hurricane and JFK, the makers of A Beautiful Mind have gone out of their way to make it known upfront that their movie is "a semi-fictional story" and "a distinctive departure from the source material." So with that out of the way, maybe even sticklers for historical accuracy will be able to grudgingly admit that Ron Howard's latest work emerges as one of the best films of the year. Howard's never been known for taking a radical approach to cinema ­ even his best pictures (like Apollo 13) have a stuffed-shirt quality about them ­ but in tackling the story of John Forbes Nash Jr., the mathematical genius who suffered from schizophrenia for most of his life but still went on to win the Nobel Prize, Howard has loosened up enough to imbue the project with a jangled-nerve approach that paradoxically allows us to feel like both observers and participants in Nash's never-ending struggles with his own mind. Russell Crowe, in his first appearance since winning the Oscar for Gladiator, is excellent as Nash, but almost as impressive is Jennifer Connelly, the raven-haired beauty who, after being dismissed over the past decade-plus as pin-up fodder, builds on last year's Requiem for a Dream breakout with a touching performance as Nash's saintly wife, who weathered her husband's fluctuating fortunes down through the decades. Another plus: A superb score by James Horner (Titanic) that never travels quite where we'd expect. 1/2

IN THE BEDROOM A relentless downer cut from the same cloth as Affliction, The Sweet Hereafter and the upcoming Monster's Ball, In the Bedroom doesn't exactly seem like the sort of seasonal fare that would look comfortable snuggled up to Miracle on 34th Street and A Charlie Brown Christmas. But those with an iron disposition (or at least a fondness for alternative cinema) are sure to embrace this unflinching study of ordinary people coping with an unspeakable tragedy. Tom Wilkinson and Sissy Spacek headline as a Maine couple proud of their son (Nick Stahl), an only child making plans to go to graduate school. But the boy's relationship with a single mom (Marisa Tomei) threatens to put his future aspirations on hold, and the lurking presence of her estranged, redneck husband (William Mapother) finally leads to a catastrophic incident. Actor Todd Field (Eyes Wide Shut, Ruby In Paradise) makes a sure-handed debut behind the camera, serving as director and adapting (with Rob Festinger) a short story by the late Andre Dubus. The result is about as raw ­ and as real ­ as anything that's passed through theaters these past 12 months, a searing drama that never shies away from examining the wildly divergent reactions mustered by people in impossible situations (when one character unexpectedly slaps a woman who had been reaching out for comfort, we ourselves feel like we've been smacked with a toaster). The eye-for-an-eye climax feels a little pat, but overall, this is a remarkably clear-eyed exploration of suffering and sacrifice, and the performances by Spacek, Tomei and especially Wilkinson are above reproach. 1/2

JOE SOMEBODY His work as Buzz Lightyear aside, Tim Allen is the new Steve Guttenberg, a bland actor whose generic films keep getting bankrolled presumably because a studio has some weird quota to fill. After all, with multiplexes jam-packed with accomplished blockbusters featuring ring masters and Oscar winners, who in their right mind would make this dud their top pick for a night out? The sort of smug, preachy anti-entertainment that usually stars Robin Williams, this turd of a title casts Allen as Joe Scheffer, a company employee who gets no respect from those around him. Matters get even more unpleasant when Joe gets punched out by a co-worker (Patrick Warburton) in front of his own daughter (Hayden Panettiere), but after wallowing in self-pity for a few days, he declares that he wants a rematch, an announcement that suddenly earns him the love and respect of everyone at the firm (is this a multi-million dollar corporation or an elementary school?). This teams Allen with director John Pasquin for the third time, and on a math grid, their union would represent John Ford-John Wayne after a translation of (-1, -1). Still, they can't be blamed for John Scott Shepherd's script, which alternates between being illogical and merely annoying (my favorite bit: never having played squash before in his life, Joe's whacking the ball like a pro halfway through his very first match!). Jim Belushi has some nice moments as a slovenly karate teacher who teaches Joe how to fight, but that also encapsulates the movie's shortcomings: You know you're in trouble when you're actively waiting for Jim Belushi to make an appearance in a movie.

KATE & LEOPOLD We're all familiar with Bonnie and Clyde and Thelma & Louise, but as far as screen couples go, look for Kate & Leopold to have a shelf life more in common with O.C. & Stiggs and Homer and Eddie. (Who, you ask? My point exactly.) Meg Ryan, whose ceaseless attempts to remain the pixie queen of frothy romantic comedies are becoming embarrassing, plays Kate, an ambitious sales executive whose career strength, according to her unctuous boss (Bradley Whitford), is that she knows what women want but thinks like a man while preparing successful ad campaigns. Naturally, it's going to take one special individual to thaw her out, and that would be Leopold (Hugh Jackman), a 19th century Duke who, via a scientific experiment conducted by Kate's ex-boyfriend (Liev Schreiber), is transported to present-day New York. Bland romantic comedies are a dime a dozen, but it's rare to come across a time travel tale as listless as this one. After an insufferable first half in which we watch Leopold predictably become perplexed by modern-day gadgets like toasters and telephones, the second half marginally picks up thanks to the pleasing presence of Breckin Meyer as Kate's good-natured brother. Still, this is awfully anemic material, and yet another misstep for Jackman, the X-Men star who needed this about as much as he needed Swordfish. 1/2

THE LORD OF THE RINGS: THE FELLOWSHIP OF THE RING The second part of this season's highly anticipated wizard show, The Fellowship of the Ring has its roots in a literary legacy even more feverishly admired than the one for Harry Potter and the Sorcerer's Stone. Filming all three parts of J.R.R. Tolkien's trilogy in one fell swoop (the second and third films will be released over the next two Christmases), director Peter Jackson gets things off to a promising start with this first installment, a three-hour epic that, while rarely scaling new heights in the fantasy genre, should nonetheless please both fans and novices alike. Even those who haven't read the books are probably familiar with the saga's basic thrust ­ noble Middle-earth denizens must destroy a powerful ring before it falls into the hands of an evil warlord ­ but to their credit, Jackson and his co-scripters kick things off with a helpful prologue that nicely sets up the story (compare this to the opening crawl in David Lynch's Dune, which left viewers instantly confused). From there, Jackson juggles a daunting array of conflicts and characters (Ian McKellen as Gandalf is the cast standout), and it's to his credit that the pace rarely flags. Still, despite the fantastical setting, the sense of wonder that Jackson brought to such earlier credits as Dead Alive and Heavenly Creatures isn't quite as apparent (a determination not to offend the faithful may have something to do with it), and, as in Harry Potter, the computer-generated effects aren't always up to par. Admittedly, though, these are mere quibbles that diehard fans will brush aside like gnats, boding well for the remaining chapters in this ambitious undertaking.

THE MAJESTIC Jim Carrey's repeated attempts to score an Oscar nomination may ultimately be as futile as, say, an attempt by Danielle Steele to write a Pulitzer Prize-winning novel in under an hour, but as long as his self-fulfilling mission keeps providing some range in his roles, you won't hear a peep out of me. His latest bid for respectability can be found in this latest effort from a filmmaker ­ director Frank Darabont ­ whose previous works (The Green Mile and The Shawshank Redemption) viewed prisons as feel-good enclaves full of civilized, misunderstood citizens. Darabont's latest fantasy is set in the early 1950s, a period in which McCarthy and his zealots were sniffing Commies out of every corner of the country, particularly liberal Hollywood. Carrey, in a nicely understated turn, plays Pete Appleton, a screenwriter whose career gets ruined when he's suspected of being a Red. But after drinking and driving leads to the inevitable car accident, he awakens with his memory wiped clean ­ and with everyone in the small town of Lawson believing he's one of their long-lost WWII vets finally returning home. The first part of the movie, which deals with Pete's involvement with the town's perpetually chipper residents (it's no wonder the local movie house, the Majestic of the title, eventually shows Invasion of the Body Snatchers, since these citizens seem as artificial as that film's pod people) will strike some viewers as inspiring and others as manipulative; at any rate, it's clearly the better half, since the final act, which centers on Pete's stand against the House Un-American Activities Committee, is patently false and a queer whitewash of a tragic chapter in US history.

NOT ANOTHER TEEN MOVIE If there's one thing positive to be said about Not Another Teen Movie, it's that its makers have managed to rape, pillage and plunder the source material even more thoroughly than the Wayans brothers did for the two Scary Movies. The ferocity with which director Joel Gallen and his five writers deconstruct and then devour the teen flick deserves a modicum of respect, as these guys manage to include letter-perfect take-offs on plot situations in everything from the John Hughes oeuvre of the 80s (The Breakfast Club, Pretty In Pink) right up to the student-skewering hits of today (She's All That, American Pie). But since the follow-through is every bit as important as the pitch, it should be noted that NATM, for all its eager-beaver zeal to deliver the raunchy laughs, provides the gross-outs but not the gags ­ or, at least, not enough good ones to make this anything more than a quickie toss-off. As Janey Briggs, the virginal outsider who's transformed into prom queen material after she sheds her ponytail and glasses, Chyler Leigh earns the Good Sport Award by subjecting herself to every humiliation the filmmakers can think up for her character, while Randy Quaid, who seems to feed off debasing roles, gets cast as her dad, a pie-humping slob plagued by Vietnam flashbacks. You also get "The Token Black Guy," "The Cocky Blonde Guy" (played by Eric Christian Olsen, who has got to be Doug McClure's illegitimate son), "The Foreign Exchange Student" (who wears nothing but a backpack to school), and, as a Seal of Approval, a Molly Ringwald cameo.

OCEAN'S ELEVEN A remake of Casablanca? What's the point? A new version of Citizen Kane? Sounds suicidal. A reimagining of Psycho? Completely imbecilic (oh wait, they did try that one... the fools). But a remake of Ocean's Eleven, the 1960 caper yarn that starred Frank Sinatra, Dean Martin and the rest of the Rat Pack? Now that has potential. After all, the dirty secret surrounding the original is that it's a remarkably mediocre caper yarn that served mainly as an opportunity for Frank and friends to party at Warner Bros.'s expense. The Rat Pack members were cast as former WWII paratroopers plotting to knock off five Las Vegas casinos, but except for a clever twist ending, there's absolutely nothing memorable in what has long been regarded as one of the most expensive "home movies" ever made. So the good news is that Steven Soderbergh's remake is indeed better than the original; the bad news is that it achieves its superiority by just the thinnest of margins, resulting in one of the year's top disappointments. Despite scripter Ted Griffin's complete overhaul of the '60 model, this remains a shambles, with more characters than it can sustain as well as the sort of obvious double-dealings that failed to fool us when we saw them in The Score and Heist. As team leader Danny Ocean, George Clooney is simply dull, while Julia Roberts and Matt Damon are saddled with the film's worst roles. Coming out on top is Brad Pitt: His part doesn't look like much on paper, but through sheer will and personality, as well as the sound application of some offbeat character tics, he's the one who constantly commands our attention.

VANILLA SKY Before breaking through stateside with The Others, writer-director Alejandro Amenabar made a handful of films in Spain, including the 1997 sleight of hand shocker Open Your Eyes. An intriguing drama about a self-centered hunk who suffers from strange visions after getting disfigured in a car accident, the movie was unpredictable in a manner that begs comparison with something as unique as Being John Malkovich: Thinking far outside the box, Amenabar provided a whiplash viewing experience akin to sitting down to watch The Big Chill and then having the film switched to Saving Private Ryan halfway through. Vanilla Sky is Cameron Crowe's risky remake, and what's most shocking about this controversial conversation starter is how faithful it remains to the original. In short, this isn't a typically dumbed-down rehash, a designation that will cost it millions at the box office (think Eyes Wide Shut all over again) but which will earn it the appreciation of adventurous filmgoers. Tom Cruise, a narcissist who nevertheless won't back away from perilous parts, shrewdly mixes both facets of his career as the pretty boy whose perfect life turns into a living hell after his face gets mangled, while Cameron Diaz, as his fatal attraction, slinks through the proceedings like a feral feline (Penelope Cruz, also in the original, reprises her role as the protagonist's dream girl, but she's mediocre at best). Unsettling, perplexing and playing like the visualization of a caffeine buzz, Vanilla Sky is a Christmas present with a kick. 1/2

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AMELIE In this delightful comedy, an eccentric young woman (irresistible Audrey Tautou) takes it upon herself to improve the lives of those around her, finally realizing she could also use some assistance when it comes to romance. Director Jean-Pierre Jeunet never runs with the conventional, preferring instead to pack his movie with unexpected literalizations, wildly original comic set pieces, and the sort of touching asides that will bring sighs of recognition from appreciative audience members. 1/2

HARRY POTTER AND THE SORCERER'S STONE This lavish film version of J.K. Rowling's phenomenally successful book about a budding boy wizard ends up working on both levels: as a stand-alone motion picture and as a worthy adaptation of a novel that, while hardly a literary landmark, is nevertheless funny, inventive and full of spirit and spunk.

SPY GAME Robert Redford, who could barely keep himself or audiences awake with The Last Castle, here makes the most of his best role in years; he's cast as a veteran CIA operative working against the clock to save the life of his former protegee (Brad Pitt), who's been arrested in China on a charge of espionage and is scheduled for execution. Smart entertainment from Tony Scott, the director of Enemy of the State.