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MONSTERS, INC. Ever since it was announced that next year's Oscar ceremony would be the first to include the newly formed Best Animated Feature category, it's been agreed that the battle will come down to DreamWorks' summer smash Shrek and this latest offering from Disney. With apologies to the not-so-jolly green giant, I gotta say that my vote squarely goes toward Disney's creatures of the night. Teaming up once again with Pixar Animation (the Toy Story twofer), the studio has fashioned a vastly entertaining romper room of a movie that should satisfy all ages. The sharp screenplay posits that the burg of Monstropolis is powered by the screams of small children, and the only way to harness that energy is for a company called Monsters, Inc. to send its employees through kids' closets in an attempt to generate worthy shrieks of terror. Of course, such an assignment is no picnic for the monsters, who believe that human children are toxic and that physical contact with them would be disastrous. So imagine the pandemonium that ensues when a bubbly tyke nicknamed Boo (voiced by 5-year-old Mary Gibbs) accidentally invades the monsters' world, forcing two of the critters ­ gentle giant Sulley (John Goodman) and wise-cracking cyclops Mike (Billy Crystal) ­ to try to return her to her bedroom before matters really get out of hand. That this film is a visual marvel should surprise no one; what's really unique about it is how deeply it makes us care about the relationship between Sulley and little Boo. 1/2

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.

SPY GAME Tony Scott has spent so much of his career directing mindless junk (Days of Thunder, Last Boy Scout, The Fan) that it's something of a shock to the system whenever he tackles anything with even half a brain. If you enjoyed the helmer's sleek but smart efforts Crimson Tide and Enemy of the State, then this one's a good bet as well, mixing hard-hitting thrills with a decidedly less than benevolent look at US government agencies (given the post-September 11 climate, it's a wonder this wasn't delayed until 2002). 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 veteran CIA operative Nathan Muir, who, on the day of his retirement, learns that his former protegee Tom Bishop (Brad Pitt) has been arrested in China on a charge of espionage and will be executed in 24 hours. Muir's status has long been downsized as "old-school" by younger CIA hotshots more interested in cutting profitable deals than maintaining law and order, but once he learns that the agency has no intention of helping Bishop, he uses every crusty trick in the book to thwart his employers and save Bishop's neck. Spy Game spends much of its time jetsetting around the world in flashback sequences that establish the Muir-Bishop relationship; these are essential to the story's arc, yet they don't compare to the less frantic (yet even more compelling) scenes in which Muir mentally outmaneuvers his shady CIA cohorts at every turn.

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