The second annual Fearless Tales Genre Fest runs through Sun/3. Venues are the Victoria Theatre, 2961 16th St, S.F.; and the Castro Theatre, 429 Castro, S.F. Information on tickets (most shows $10) and a complete schedule can be found at www.fearlesstales.com. For commentary see last week's Bay Guardian. All times are p.m. unless otherwise noted.

Wed/30

Victoria Zombie Nation 6. The Zodiac Killer 8:30. Broken Low with "The Letter from Mina" 11.

Thurs/31

Castro Candy Snatchers 4. Don't Look Back 6. Two Thousand Maniacs! 8.

Victoria Nine Days of Hell with "Atomic Spitballs" 6. EMR and A Feast of Souls 8:30.

Fri/1

Castro My Little Eye 4. Innocent Blood 7. An American Werewolf in London 9:30.

Victoria Night of the Vampire Hunter 6:30. Habitaciones para turistas 8:30. Mala Carne 10:30.

Sat/2

Castro Blood Feast with "Scream for Me" 11:30am. Malevolence with "The Silvergleam Whistle" 1:30. Sirens of the 23rd Century 4:30. The Offspring 7. Straight into Darkness 9. Deep Red (Profondo rosso) 11:30.

Victoria "Saturday Morning Cartoons for Grown-Ups!" (shorts program) noon. The Collingswood Story with "The Crypt Club" 2:15. Freak Out with "Teenage Bikini Vampire" 5. Horsie's Retreat with "Encounter" 8. Dead Meat 10:30.

Sun/3

Victoria Anti-Horror with "Filthy" noon. The Legend of Crazy George 2:30. Red Cockroaches 5:15. The Curse of El Charro 7:30. Bloodline with "Latchkey" 10.

Opening

*Assisted Living Shot at an actual Kentucky rest home, using residents and staff as the "cast," Elliot Greenebaum's first feature intriguingly mixes elements of vérité, improv, mock-doc and scripted seriocomedy. Todd (Michael Bonsignore) is a recent janitorial hire who, out of boredom and prankishness, seems to do just about everything but clean the joint. He sneaks pot tokes, plays games with the residents, even calls them from in-house extensions to provide make-believe conversations with relatives in heaven. He's irresponsible and immature, but also perhaps a needed source of spontaneity amid the facility's hidebound routines. That value (as well as his chronic tardiness) goes unappreciated by the institution's management, however. On what turns out to be Todd's final day at work, his disregard for company policy attracts fragile yet demanding Mrs. Pearlman (Maggie Riley). Perhaps he reminds her of the estranged son she wants so urgently to contact; in any case, Todd becomes her reluctant helpmate, then the inadvertent cause of harm. Assisted Living at first seems almost too casual and undermotivated to sustain feature length, but it very gradually builds into something that rewards with considerable truth, poignancy, and grace. (1:17) Roxie. (Harvey)

*The Ballad of Jack and Rose See "Leaving the Cleavers." (1:51) Embarcadero, Shattuck, Smith Rafael.

Beauty Shop See Movie Clock. (1:45) Century Plaza, Century 20, Grand Lake.

*The Best of Youth Italian director Marco Tullio Giordana's epic drama finally reaches American theaters nearly two years after its acclaimed European release. With this generational tale of two brothers, Giordana has crafted what is arguably the best foreign film in recent memory. Beginning in 1966 and reaching the present day, Best of Youth follows the storybook tale of the Caratis, Nicola and Matteo, whose lives and loves mirror the major social and political crises that have marred the picturesque Italian landscape over the past half century. Best of Youth is as much a historical retrospective of Italy's self-destructive past and a critique of the forces that have guided it, as it is a family drama. Not unlike Once upon a Time in America, Best of Youth is an ambitious film whose scope and length offer a complexity and depth rarely achieved in cinema. Even with countless characters and a near six-hour length, the strong performances and powerful story will leave you pining for more. (Part one: 3:02; Part two: 2:56) Balboa. (Lake)

Mondovino Jonathan Nossiter's sprawling, epic documentary provides an engrossing and often humorous (albeit long-winded) look at the global wine industry, visiting centuries-old European vineyards as well as upstart California ventures. Using surreptitious handheld camera footage, Nossiter (Signs and Wonders) captures the grueling working conditions endured by dirt-covered migrant laborers – and juxtaposes the images alongside interviews with millionaire wine manufacturers and their families, who are clearly out of touch with any reality outside of their own sheltered, posh existences. At times an indictment, Mondovino is most often a thorough look into an industry where intrigue, fraud, and conspiracy have become just as entangled as the grape vines that support it. (2:30) Embarcadero. (Lake)

*Off the Map See "Leaving the Cleavers." (1:50) Lumiere, Shattuck.

Sin City See "Take It Sleazy." (2:06) California, Century Plaza, Century 20, Empire, Four Star, Grand Lake.

You I Love Moscow TV newscaster Vera (Lubov Tolkalina) and advertising-biz whiz Tim (Evgeny Koryakovsky) are post-glasnost yuppies in love, their home life as shiny and happily superficial as their professions. Then one day a major speed bump appears in the form of handsome Kalmyk waif Uloomji (Damir Badmaev), whom Tim hits with his car and brings home to nurse like a stray dog. A sexy stray dog, that is: penniless, homeless, so naive he seems to be from another planet (why, the boy doesn't even know what an ATM is!), Uloomji nonetheless has a Zen tranquillity and focus about his sexuality, which is directed full force at hitherto strictly hetero Tim. Resistance is futile. So are Vera's attempts at regaining control of this highly unexpected new relationship wrinkle, which takes a few melodramatic turns before arriving at an ever-so-"modern" happy ending. The first feature for Olga Stolpovskaya and Dmitry Troitsky, You I Love has some sweet and sexy moments, but also many that heavy-handedly incriminate the new empty-calorie capitalism invading the former USSR like an army (not least being the fake TV ad in which soldiers in front of a rippling flag chant, "Freedom is Cola!"). Unfortunately, this critique of consumer culture is directed in such a flashy, short-attention-spanned, commercial-like fashion that it seems to be advertising itself – as a feature-length symptom rather than an indictment of market-driven values, with even homosexuality and ménages à trois reduced to trendy sales points. (1:26) Act I and II, Opera Plaza. (Harvey)

Ongoing

Aliens of the Deep Titanic king of the world James Cameron's second venture into the world of 3D IMAX movies (after Ghosts of the Abyss) continues to establish him as one of Hollywood's foremost proponents of digital technology. Returning to the deep sea, Cameron's Earthship Productions and Walt Disney Pictures create a brief but interesting look at unusual marine life in the deepest regions of the Pacific and Atlantic oceans. Aliens chronicles a Cameron-led team of chipper marine biologists and one NASA researcher who hope to draw definitive conclusions about life on other planets by charting the unknown depths of ours. Capturing in vivid detail the peculiar aquatic species that exist thousands of meters below sea level, Aliens offers enough visual excitement to hold grade school kids in rapt awe, while simultaneously providing enough layperson-science to interest parents. (:45) Metreon Imax. (Lake)

*After Midnight Italian import After Midnight arrives touted as the new Cinema Paradiso, but even those for whom the phrase "the new Cinema Paradiso" inspires immediate evacuation procedures should give writer-director (and film critic) Davide Ferrario's new film a chance. Shy Martino (Giorgio Pasotti) spends nights prowling Turin's enchanting Museum of Cinema; his job as a watchman consists mostly of screening silent films for an audience of one. He's particularly fond of Buster Keaton, and when he literally collides with the free-spirited Amanda (Francesca Inaudi, who resembles a punky Penélope Cruz), he clumsily tries to woo her using tactics cribbed from the Great Stone Face's playbook. Amanda's unofficial boyfriend, a car thief and unrepentant ladies' man known simply as the Angel (Fabio Troiano), is less than thrilled by Martino's entrance into Amanda's life, but the trio manage to do all right, for a while anyway – à la the overtly referenced Jules et Jim. A wry sense of humor saves After Midnight from being too saccharine and clichéd, although the dreaded phrase "a love letter to cinema" could indeed apply here. (1:29) Castro. (Eddy)

*The Aviator Leonardo DiCaprio – still known in many circles as "the guy from Titanic" – is spot-on as the complex, charismatic, and occasionally ca-ca-crazy Howard Hughes. Perhaps more important, director Martin Scorsese is officially back in play – if he's awarded the Best Director Oscar in February, it'll be because of The Aviator's merits, not because people think it's about freakin' time he wins the thing (as, sorry, would have been the case if he'd taken it for Gangs of New York). Biopics, preferably about someone glamorous and male, are Hollywood's trend du jour, and The Aviator goes full-throttle in showing Hughes's many sides: Hollywood player, ladies' man (with ladies including Katharine Hepburn and Ava Gardner), out-on-a-limb industrialist, airplane fanatic, and obsessive-compulsive near-deaf misfit. The Aviator's strong points – including a lush palette, perfectly matched by top-notch production and costume design – are compromised some by its flashier forays into stunt casting (Jude Law, Gwen Stefani). But overall, DiCaprio and Scorsese nail it, fleshing out the complex life of a man who's unafraid to fly a brand-new airplane faster than any human has ever flown before – but becomes trapped in a public bathroom when the thought of touching an unclean doorknob proves too terrifying to overcome. (2:49) Galaxy, Kabuki. (Eddy)

Be Cool Vince Vaughn is establishing a rather profitable career playing the annoying-bastard role, though much of his talent may just be natural arrogance thinly disguised as character acting. The thing is, he's really good at it, and his latest reprise as a scene-stealing white music manager who's convinced he's black is the best (or worst) thing about Be Cool. The rest of the film is forgettable; it's basically an extended rehash of those commercials for the T-Mobile Sidekick: dozens of celebs getting paid to be cute and gently poke fun at themselves. Get Shorty's Chili Palmer (John Travolta), a mobster turned movie producer now trying his hand at the music industry, could make singer Linda Moon (Christina Milian) a star, if record exec Nick Carr (Harvey Keitel) would just surrender her five-year contract. Moon's manager, Raji (Vaughn), his gay bodyguard (the Rock, being a good sport), and a random bevy of rappers led by Cedric the Entertainer try to keep Palmer in check – and fail. Travolta pretty much sleepwalks through his scenes, but Vaughn and the Rock are so busy making asses of themselves that you'll forget he's even in it. (1:59) Century 20, Kabuki, 1000 Van Ness. (Kim)

*Born into Brothels Far from your typical travelogue, Born into Brothels traces the profound bond formed between a New York photographer and a group of bubbly children hailing from Calcutta's red-light district. Zana Briski travels to the city intending to document brothel workers but ends up becoming more heavily involved with the prostitutes' children, all of whom are by turns creative, outgoing, jaded, and fiercely intelligent. Rather than simply photographing the kids, Briski gives them cameras of their own and hosts an informal workshop. Besides making for some disarming, raw imagery, this premise allows Briski and co-filmmaker Ross Kauffman to own up to a defining difficulty of making a documentary recording – especially on subjects like poverty and pain – without actually intervening. As Briski struggles to get the children out of the brothels and into boarding schools, the film's narrative structure flirts with being overformulaic, but the radiant energy bursting forth from the young faces gives more than enough reason to keep watching. (1:37) Four Star, Shattuck, Smith Rafael. (Goldberg)

*Bride and Prejudice The latest from Gurinder Chadha (Bend It Like Beckham) puts a Bollywood (and Hollywood) spin on Pride and Prejudice. The director's attempts to update Jane Austen's classic chase-to-the-altar story – as well as shift it into a new culture, imagining an American Mr. Darcy (The Ring's Martin Henderson) and an Indian Elizabeth Bennet (Aishwarya Rai) – occasionally come off as forced. Also, it's hard suspending disbelief long enough to accept that anyone who looks like Rai would have trouble finding a husband, or that she'd spy a serious contender in one of the blandest takes on Darcy ever filmed. Still, the musical numbers are great fun, the scenery (including Rai – believe the hype, people) is gorgeous, and you'd be hard-pressed to find a more cheerful or energetic movie on any continent. (1:51) Presidio, Shattuck. (Eddy)

*Constantine Keanu Reeves checks in as glowering antihero John Constantine (plucked from the DC Comics/Vertigo Hellblazer graphic novels), a guy who's able to distinguish between the Earth-dwelling ambassadors of heaven and hell, as well as zip in and out of Hades whenever the mood strikes. Constantine's remaining time above ground is limited, and his future looks eternally, blisteringly hot, thanks to a teenage suicide attempt that dumped him onto damnation road. He hopes to earn his way into heaven by policing Los Angeles's population of humanlike "half-breeds"; as you might guess, the demons give him far more trouble than the angels. A solid shot at redemption may come in the form of Angela Dodson (Rachel Weisz), a cop investigating her twin sister's suspicious suicide – if the duo can first thwart a sinister plan that threatens all of humanity. Constantine's plot is hardly unfamiliar, and there have been plenty of religious themes in movies lately – but thanks to all the satanic shenanigans, this ludicrous pile of fire, brimstone, and CG "soldier demons" actually makes for a pretty entertaining movie. (1:57) Century 20, 1000 Van Ness. (Eddy)

Dear Frankie Shona Auerbach's first feature is a Scottish seriocomedy that's bittersweet but perhaps just a little too low-key for its own good. Nine-year-old Frankie (Jake McElhone), his mother, Lizzie (Emily Mortimer), and grandmother Nell (Mary Riggans) are constantly uprooting themselves, finding a new Glasgow flat and neighborhood every time Lizzie's violent ex-husband zeroes in on their whereabouts. This instability has wreaked some damage on stamp-collecting, shark-obsessed Frankie, who almost never speaks (he's hearing-impaired) and dreams of his real dad, a globe-wandering sailor he's never met – and who, in fact, exists only in the letters Lizzie fabricates. When push comes to shove, she's forced to have a stranger (Gerard Butler, much better than he was as the phantom of the opera) pose as the imaginary father for a day. Needless to say, the mystery man proves something of a knight in shining black-leather armor, though this being Glasgow, don't expect any miraculously upbeat resolutions. Dear Frankie is another movie (like Seducing Dr. Lewis and Good Bye Lenin!) that depends entirely on your buying into a central deception that no one in their right mind would ever devise. Still, this occasionally heavy-handed and precious tale has enough nice moments and performances to qualify as a nice movie – but only that. (1:45) California, Opera Plaza. (Harvey)

*D.E.B.S. In first-time feature director Angela Robinson's D.E.B.S., a pack of micro-skirted teenage girls attend espionage academy, bring down international crime syndicates, apply vats of lip gloss, exchange top-secret fashion tips, and learn valuable life lessons about love, friendship, and the importance of following your heart. Drama ensues when top student Amy (Sara Foster) finds herself happily consorting with – and flirting with, and buying bejeweled handcuffs for – the number-one enemy of the state, who is, much to Amy's initial shock and confusion ... a girl! Fast-paced, candy-colored, hilariously scripted, and fairly flashy for a film with a $4 million budget, D.E.B.S. proved a crowd-pleaser when it played the San Francisco International Lesbian and Gay Film Festival; months later, D.E.B.S. is experiencing the miracle of theatrical distribution, as well as a PG-13 rating. But it's odd that a film like D.E.B.S., while gleefully trespassing in the territory of Charlie's Angels, Josie and the Pussycats, the most memorable chunks of John Hughes's career, and The Bourne Identity seems destined to find a home at the art house, simply on the merits of its dyke drama – even if it's ultimately bubblegum to the core. (1:31) Opera Plaza. (Rapoport)

Dot the I After breakthrough roles in Amores perros and Y tu mamá también, dreamboat Gael García Bernal transformed into a movie veteran with his enviable work in The Motorcycle Diaries and Bad Education. With his bright future all but ensured, Dot the I seems an inexplicable bump in the road. To be kind, the film is a half-assed stab at reflexivity that'd play better as a 10-minute student film. Gael suits up as Kit, a young Brazilian who falls for Carmen (Natalia Verbeke), a touchy lass recently married to rich Brit Barnaby (James D'Arcy). The film's first hour is insufferably elusive; we don't know anything about these characters, and writer-director Matthew Parkhill can't go more than 30 seconds without preparing us for the inevitable twist via creepy synth tones, inscrutable comments, or, best yet, constant cutaways to distant, grainy images resembling videotape footage. For uncertainty to translate to tension, we need to be involved with a character or two; it isn't going to happen with Parkhill behind the helm, cooking up an endless series of stoned plot twists. (1:31) Act I and II, Opera Plaza. (Goldberg)

*Downfall An impressive leap forward for director Oliver Hirschbiegel (Das Experiment), Downfall is sort of a flip side to Saving Private Ryan. It's equally visceral on a similar epic scale, but the Spielbergian uplift is notably absent: this being the Axis's tale, acknowledgment that "war is hell" can only be followed by "and then you die, but only after realizing you were wrong all along." Whether it's possible for a German (or any other) historical reenactment to be nonjudgmental about the Reich's last days, Downfall comes close. Russian troops are closing in on Berlin as Adolf Hitler (Bruno Ganz) denies the war is lost, when not accusing his generals – who appear to suddenly realize he's utterly insane – and the German populace in general for betraying his National Socialist dream. By turns pathetic and stark mad, Ganz's Hitler is a startling study of the sociopathic petty tyrant – and a brutal reminder of how easily whole populations have been (and still are) duped by just such. (2:30) Albany, Clay, Empire, Piedmont, Smith Rafael. (Harvey)

Eating Out Oh, those crazy college kids: quasi-nerdy Kyle (Jim Verraros) has the hots for campus gay A-lister Marc (Ryan Carnes), while his flatmate Caleb (Scott Lunsford) lusts after Marc's female roomie Gwen (Emily Stiles) – but she's only turned on by the sexual challenge of seducing gay boys. Kyle's genius solution is that straight guy Caleb pose as queer, thereby attracting Gwen's interest while gaining insider tips re: the instantly smitten Marc. Hilarious high jinks ensue, etc. Actually, they do, at least some of the time. You can't really blame first-time feature writer-director Q. Allan Brocka (nephew of famed late Filipino helmer Lino Brocka, of such homoerotic titillations as Macho Dancer) for the film's inherently stupid concept – he's deliberately set out to make not a sophisticated grownup farce, but rather a stupid teen sex comedy with not-exclusively-hetero content. He's succeeded, which is a good thing although maybe (depending on your tolerance for such comedies) enough of a good thing. Eating Out's budgetary limits are obvious, its humor sometimes simply crass, and the shrill female characters are denied likablility. Still, there are a couple of set pieces here – notably one involving simultaneous live and phone sex – that hit just about the perfect mix of hilarity and bad taste. (1:25) Roxie. (Harvey)

Finding Neverland This latest from Monster's Ball director Marc Forster is less a biopic and more a gentle examination of creativity and inspiration – which, for struggling playwright J.M. Barrie (Johnny Depp), blooms after a chance encounter with a beautiful widow (Kate Winslet) and her four boisterous sons. Though he's already hitched to a snooty social climber (Radha Mitchell), childlike Barrie quickly forms a close bond with his new "family." Finding Neverland's magical moments come when the line between reality and fantasy blurs in Barrie's mind's eye and familiar Peter Pan-isms emerge for the first time (Captain Hook is particularly cleverly introduced). The theme of boys growing up – or never growing up, as the case may be – is also stressed, though a quick scene or two makes sure the audience knows the pure-hearted Barrie was no Wacko Jacko. Overall, the cast – including pros Julie Christie and Dustin Hoffman in supporting roles – is excellent and the cinematography dreamy. But alas, there's no happy ending for this fairy tale: Finding Neverland's last few reels crumble into manipulative mush. (1:41) Galaxy. (Eddy)

Guess Who (1:44) Century Plaza, Century 20, Kabuki, 1000 Van Ness, Presidio, Shattuck.

*Gunner Palace Filmmaker Michael Tucker spent two months with the 2-3 Field Artillery in Baghdad making Gunner Palace – and it's peopled with soldiers whose minds were clearly fertilized in the fields of pop culture. Forget the mock M*A*S*H scenes poolside at the wrecked palace of Uday Hussein. The new Army of this movie is epitomized by a guy named Wilf who's seemingly making his Real World: Baghdad debut with a mop-head-bedsheet-sheikh shtick and a Jimi Hendrix-styled "Star Spangled Banner." Tucker remixes the work of Wilf and comrades into a new anthem of Army life in this very weird war – throwing Rummy's cheesy cheerleading on American Forces Radio up next to Islamic calls to prayer, the strange soundtracks of psyops vehicles, and the rapid-fire, impromptu raps the many African American Army "volunteers" offer up for the camera. Spc. Richmond Shaw breaks the fourth wall as he lays it out in verse: "For y'all, this is just a show, but we live in this movie." (1:26) Balboa. (Gerhard)

Hitch Smooth operator Alex Hitchens (Will Smith) makes his living coaching dorky New Yorkers – including accountant Albert (Kevin James), who's lovesick over unattainable socialite Allegra (Amber Valletta) – in the art of wooing. The irony, of course, is that Hitch is single – until he meets his match in Sara (Eva Mendes), a gossip columnist who'd rather get exclusive dirt on Allegra than settle down with a serious boyfriend. In his first full-on romantic comedy, Smith is in good hands with director Andy Tennant (Sweet Home Alabama), who's able to weave a few novel touches into Hitch's predictable boy-meets-girl routine. James (The King of Queens) is endearing as a can't-dance white guy who finally lands his dream girl, and Revlon goddess Mendes is convincing as a gal who'd make even Casanova lose his cool. This is Smith's show, however, and fans of his loose, nice-guy humor – better when it's subtle, as when Hitch literally loses his shirt in a taxi door, rather than way big (a food-allergy gag enters Farrelly Brothers territory) – will find plenty to enjoy. (1:58) Century 20, Kabuki, 1000 Van Ness. (Eddy)

Hostage It's never a good idea to use contradictory terms in a film review, but allow me this one exception: director Florent Siri's nail-biter is, here it comes, refreshingly cliché. A hostage negotiation, a botched robbery, teenage angst, an invincible organized crime outfit, a doing-it-for-the-family theme, and a rude revisiting of the past – it's all there, and we've seen this kind of studio flick plenty of times. But blending these ho-hums to a pulpy Die Hard-meets-Negotiator mixture somehow yields an entertaining movie, a post-Oscar breather from the "important" films we're tired of spending sacred weekends to catch. After Los Angeles Police Department hostage negotiator Jeff Talley (Bruce Willis) screws up on the job, he takes a police chief gig in a tranquil suburb, where cops wear tennis shoes to work and joke about "low-crime Mondays." But when three bad-apple teens end up taking hostages (one being the accountant for an organized crime ring), Talley finds himself in an all too familiar, and very much unwanted, position. If you want more than old-fashioned thrills out of a nine-dollar movie ticket, wait for the Hostage DVD. (1:53) Century Plaza, Century 20. (Kim)

*Hotel Rwanda In 1994 Rwanda, nearly a million Tutsis and politically moderate Hutus were publicly massacred, tens of thousands a day, by their own friends and neighbors. Director Terry George (Some Mother's Son) doesn't flog us with gruesome images to refresh our memories, but the effect of this personal, family-centered true story is just as, if not more, powerful. Paul Rusesabagina (Don Cheadle) is general manager at a plush hotel in Kigali, Rwanda. When the mass killings begin, the resourceful Hutu uses his contacts and cunning to save his own part-Tutsi family, hoping that help will arrive soon for everyone else. Eventually, he opens the hotel's doors, sheltering more than 1,200 Tutsis from machete-wielding extremists. Cheadle turns in the most nuanced performance of his career as Rusesabagina, whose fear and escalating frustration never stumble into the showboating traps that flag so many other unsung-hero routines. Likewise, George's execution is both unimposing and unforgiving, never accompanied by sappy soundtracks or editing tricks to bait his emotional hooks. (2:01) Galaxy, Kabuki. (Kim)

Ice Princess Robbing its own world on ice, Disney spews out yet another princess. Michelle Trachtenberg, who honed her acting skills at the Buffy the Vampire Slayer School of Hyperventilating as Buffy's little sis, here plays Casey, a bumbling physics geek turned competitive figure skater. The completely improbable transformation comes about when Casey, a weekend skater, invents "the perfect formula" for jumps and spins. Never mind physical conditioning, girls – if you build the right computer simulation, you too can triple-lutz in a snap. But apparently science, math, and feminism are incompatible with being a Disney princess, because as soon as Casey starts to skate pretty, she ditches her laptop and Harvard University scholarship. The disapproving rants of Casey's dowdy feminist mom (Joan Cusack) only reinforce the message. Trachtenberg's acting just plain sucks, and so does her flappy-armed skating routine. Kim Cattrall, who plays a morally sketchy coach, looks the whole time like she swallowed something unpleasant. (1:32) Century Plaza, Century 20, 1000 Van Ness. (Koh)

Lost Embrace Argentine writer-director Daniel Burman (Every Stewardess Goes to Heaven, Waiting for the Messiah) continues his trend of making films about Polish-Jewish characters with the offbeat drama Lost Embrace. Contextualizing the humorous with the heartfelt, Burman's effort here is better felt than achieved as the director has, in recent years, helped usher in a new generation of Latin American directors while failing to make a knockout film of his own. In Buenos Aires, Ariel (Daniel Hendler) is trapped working at his mother's lingerie store at the local shopping mall, where a not-so-eccentric array of characters make up his extended family. Though he's confused by the mystery surrounding his parent's separation and troubled by youthful memories of his absentee father, Ariel is also prone to black-and-white flashbacks recounting humorous episodes from his childhood; we are even privy to the funny, if uncomfortably graphic, moment of his circumcision. These kinds of laughs – or instances of depth – are hardly consistent, however, and in the end, Embrace feels more like just a pat on the head. (1:40) Balboa. (Lake)

*Melinda and Melinda It's been a while since the opening of a Woody Allen film was heralded as a major cinematic event. Did the rampant sexism of 1995's Mighty Aphrodite (Ivy League brainiac Mira Sorvino got an Oscar for wearing hot pants and playing dumb and annoying) deliver the first crushing blow to his credibility? Did 1998's Celebrity and its wasted actorly hordes deliver the deathblow? Did the musty period irrelevance of 2001's The Curse of the Jade Scorpion make the mourners finally stop caring? With Melinda and Melinda, Allen seems determined to show that he's not dead yet as an ambitious filmmaker (if not an intellect): Melinda capitalizes on 2003's hilarious but borderline sexist Anything Else and ups the gambit by putting on a writerly face and combining the playful postmodern comedy of Deconstructing Harry with a soupçon of Crimes and Misdemeanors' ethical conundrums. Opening with the cozy bistro scene of two playwrights (Larry Pine and Wallace Shawn) arguing about whether life is comedy or tragedy, Melinda unfolds as each writer takes up the same characters and gives them a comic or tragic spin. Unfortunately, despite the strong cast (including Chloe Sevigny, Chiwetel Ejiofor) surrounding the tragic Melinda (Radha Mitchell), comedy obviously rules the day for the filmmaker in his sunset years. Tellingly that tale includes a Allen surrogate in the grand style of Jason Biggs, Kenneth Branagh, et al.: Will Ferrell at his most likable – and bizarrely combining a gentle Woody impersonation with an uncanny physical resemblance to onetime Allen regular Tony Roberts. Still, throughout the multiple narrative elements, light philosophical debate, and lingering retrograde ideas regarding people of color, Melinda truly hinges on the title character: demonstrating the range of Naomi Watts's career-making juggling act in Mulholland Drive, Mitchell promises to go far beyond the constraints of Allen's dueling story lines and shows that the filmmaker still has his touch when it comes to bringing out the best in actors. (1:39) Bridge, Oaks, Piedmont. (Chun)

*Million Dollar Baby After all the hype that surrounded last year's Mystic River, Clint Eastwood's latest directorial effort is practically sneaking in under the radar. Funny thing is, Million Dollar Baby is among the best things he's ever done, as an actor or a director. Ex-fighter Scrap (Morgan Freeman) supplies the Shawshank Redemption-style narration in this tale of Frankie Dunn (Eastwood), a crabby boxing manager who reluctantly agrees to take on spunky Maggie Fitzgerald (Hilary Swank, proving Boys Don't Cry was no fluke), though not before growling more than once, "I don't train girls!" Twin lonely souls Frankie (who's lost contact with his own daughter) and Maggie (who still mourns the loss of her beloved father) forge a deep bond as her winning streak extends – turns out, she's a real contender. Yes, there's a training montage, but Baby is no rah-rah Rocky; a weirdly melodramatic tragedy two-thirds through adds deeply felt layers to the film's various nuggets of sports wisdom, especially Frankie's main piece of advice to Maggie: "Always protect yourself." (2:14) California, Century 20, 1000 Van Ness, Presidio. (Eddy)

*Millions Duffel bags full of cash seem to be a recurring problem in Danny Boyle's films (Shallow Grave, Trainspotting, 28 Days Later), the cause of broken friendships and untimely exits, some healthy, some deadly. This motif appears again in Boyle's latest, Millions, only its PG rating doesn't allow for the generally unhealthy (yet so deliciously intriguing) mayhem that often ensues in his other works. Instead the director ventures into territory any offbeat gallows humorist worth his or her reputation would write off as cinematic quicksand: a feel-good narrative – with kids. And he still manages to keep the trainspotters and auteur-chasers satisfied, this time with an impressive visual palette. In a quiet northern England town, nine-year-old Anthony (Lewis McGibbon) and his seven-year-old brother, Damian (Alex Etel), are adjusting relatively well despite the recent death of their mother – at least until a bag stuffed with money literally lands on top of Damian and sets off a slew of complications. Oddly, the director's transition from apocalyptic horror to Christmas-special material feels almost natural; the movie's tongue-in-cheek titles and aerial shots strategically placed in dramatic scenes are recognizable fingerprints. It's as if the director were playing parts of a familiar tune – just in a different (PG-rated) key. (1:37) Albany, Embarcadero, Empire, Orinda, Piedmont. (Kim)

Miss Congeniality 2: Armed and Fabulous After saving the contestants of the Miss United States pageant in the first Miss Congeniality, agent Gracie Hart (Sandra Bullock) becomes a spoiled insta-celeb – a scenario funnier and more relevant to today's reality-soaked society than the original's plot. Fans love heroine Hart and make it impossible for her to work stakeouts, so she is reassigned to become the vapid, overly coiffed "face of the FBI." Her stylist Joel (Diedrich Bader) is stereotypical comic relief as Queer Eye condensed into one flaming character. And unfortunately the filmmakers (including producer Bullock) reduce Hart's ditzy transformation to lovesickness over departed boy toy Benjamin Bratt. But the breakup also clears the path for the film to become a "female buddy movie," a change that works. Caustic, hothead agent Sam Fuller (Regina King) is a much more satisfying partner in crime-fighting than Bratt was. Bullock – now eons past her "it girl" days (remember?) – milks her fluffer-nutter sequel for chances to demonstrate that she is indeed, a natural physical comedian. (1:36) Century Plaza, Century 20, Grand Lake, Kabuki, Oaks, 1000 Van Ness, Orinda, Presidio. (Koh)

The Pacifier Chrome-domed muscleman Vin Diesel is best known for his action movies (The Fast and the Furious, XXX, The Chronicles of Riddick), less so – to his dismay, I'm sure – for his acting (Saving Private Ryan, Boiler Room). With The Pacifier, he ventures into the fart-joke-strewn world of family comedy, playing a no-nonsense Navy SEAL assigned to protect the unruly kids of a scientist killed (off-camera, of course) by bad guys determined to get their hands on Dad's top-secret computer program. The set-up is merely an excuse for Diesel to play a fish out of water in this Daddy Day Care-Kindergarten Cop-Three Men and a Baby-style farce, in which the soldier finds domestic woes (dirty diapers and crabby teens among them) to be fearsome obstacles. No real surprises emerge from this predictable comedy aimed squarely at the grade-school set – though The Pacifier may be the first Disney flick in history to feature man-boob jokes. (1:46) Century Plaza, Century 20, 1000 Van Ness. (Eddy)

The Ring Two The Japanese-horror-remake machine keeps grinding with The Ring Two, which, like last year's The Grudge, ups the cred factor by retaining the services of an authentic Japanese-horror director (Ringu and Ringu 2 helmer Hideo Nakata). Still reeling from their encounter with a certain haunted video tape, newspaper reporter Rachel Keller (Naomi Watts) and precocious son Aiden (David Dorfman, back in spooky-kid mode) move to the Goonies-approved town of Astoria, Ore., to make a fresh start. Too bad evil ghost Samara – she of the flowing black hair, watery countenance, and television-lurking ways – isn't quite ready to let them off the hook. Two lacks the first film's urgency (adios, "seven days" gimmick), opting instead for slower-burning dread, artier touches, and an Omen homage or two. Intriguing though it is, Two is hardly as scary as the first Ring – many of that film's most searing images are freely recycled here, without enough ante-upping to produce fresh thrills. (1:51) Century Plaza, Century 20, Kabuki, 1000 Van Ness. (Eddy)

*Robots Say what you will about computer animation, it seems clear that the creators are having scores more fun than their live-action counterparts. The latest is Robots, a film so generous with its details that each frame teems with ingenious bursts of sight and sound. It must be said that the story doesn't match the lofty standards set by Pixar films like Finding Nemo; indeed, a degree of been-there-done-that hangs over the proceedings from the disposable invocations of pop culture to, err, Robin Williams's voice. And yet it's not hard to forgive a familiar plotline (boy leaves parents in small town, defeats corrupt forces in the big city) given the many wonders of Robot City: an endlessly entertaining parade of Rube Goldberg devices and bizarro bots. These things, plus the excellently unexpected usage of a Tom Waits tune, make Robots a fine matinee that will appeal to kids and 'rents alike. (1:31) Century Plaza, Century 20, Grand Lake, Kabuki, Metreon IMAX, 1000 Van Ness. (Goldberg)

Schultze Gets the Blues The Germans are known for all sorts of things – philosophy, beer, and sausage form a particularly potent triumvirate – but zydeco music is admittedly not one of them. Enter Citizen Schultze (Horst Krause), a portly fellow hailing from a rural stretch of the Rhineland: a miner by trade and accordionist at heart. Schultze Gets the Blues's protagonist makes waves when he breaks with tradition (i.e., polka) in jamming with a Bayou-friendly radio station and preferring jambalaya to bratwurst. Michael Schorr's direction is slow to the point of being languid – the heavy shades of Jim Jarmusch's narrative style often seem flatly imitative – but he has a good feel for character and quirk, making Schultze Gets the Blues a pleasant, if not entirely memorable, movie. (1:54) Shattuck. (Goldberg)

*Sideways You can count on Alexander Payne to bring the pain to his characters: his new film, Sideways, dives into that reliably self-involved, potentially lamest of periods – middle age – with Olympian skill. But this time Payne uncovers the sentiment beneath his corrosive satire, and the risk pays off. Sideways' pitch – a couple of buddies hit wine country – might seem ho-hum, but Payne's fourth go-round rivals Election as a career highlight, largely because he allows actors to breathe life into roles. The leisurely paced story, based on a just-published novel by Rex Pickett, follows depressive wine connoisseur Miles (Paul Giamatti) and second-rate actor but first-rate womanizer Jack (Thomas Haden Church) as they rove through Santa Barbara County's wineries and recovery spots. Though this odd couple think they're going on vacation, their holiday winds up teaching them a hard lesson or two, with wake-up calls coming from Maya (an excellent Virginia Madsen) and Stephanie (Sandra Oh), the pair's respective romantic interests. In interviews, Payne has been up-front about the influence of pre-Jaws '70s American cinema on his sensibility, and Sideways is a film for adults, albeit one with uproarious streaks – largely and at least once literally supplied by Church – of juvenile comedy. (2:04) Lumiere, Shattuck. (Huston)

Steamboy It's been a long wait for writer-director-artist Katsuhiro Otomo's follow-up to his 1988 Akira. While that film was a harrowing masterpiece of apocalyptic anime, Steamboy is a mellower affair: a family-friendly meditation on science set in England during the industrial revolution. A boy named Ray, the youngest in a clan of eccentric inventors, inherits the mysterious "steam ball," a gizmo that puts him center stage in a sinister plot that threatens London's Great Exhibition. With a $22 million budget, Steamboy dazzles visually for sure, but the story is slight and suffers from major pacing issues, even in the abbreviated, English-dubbed U.S. cut of the film (screening at the Shattuck in Berkeley; the Lumiere in San Francisco is screening the complete, English-subtitled Japanese version). Otomo still knows how to stage astonishing action set pieces, but endless shots of bursting pipes and crumbling scenery undo most of the goodwill. The end result is far from a new milestone in animation and more like a Tom Swift adventure that's been padded out by several hundred pages. Subtitled version: (2:00) Lumiere. Dubbed version: (1:46) Shattuck. (Macias)

*Sunset Story Taken on its own, the setting for Laura Gabbert's documentary – a SoCal retirement home for political progressives – is fascinating enough to warrant cinematic attention. But Gabbert's focal points, a pair of lifelong radicals who meet at the center (and who have both remained feisty into their twilight years), add poignancy, wry comedy, and inspiration to her portrait. Former teacher Irja (age 80) and ex-social worker Lucille (age 95) both retired at age 76; it's pretty clear that both women would've kept at their jobs had their physical health not begun to decline. At Sunset Hall, they and other residents watch CNN, post "Free Mumia" signs, peruse large-type books on Lenin, and sing protest songs – as well as worry about their illnesses and complain about the facility's food selection (after a newspaper prints a photo of Irja brandishing a sign at a public transit rally, she cracks, "It should have read: Chef wanted!") Meanwhile, Lucille awaits death with rueful acceptance, matter-of-factly asking the doctor, "When is the end coming?" Ultimately a sensitive study of aging, Sunset Story also proves you're never too old to run a voter registration drive or trash-talk about the vice-president's wife. (1:13) Balboa. (Eddy)

The Upside of Anger In a beautifully appointed home in Detroit's tony outskirts, Terry Wolfmeyer (a fearless Joan Allen) wakes up to find her husband missing. And since Terry's no dummy – yeah, she knows that motherfucker's off canoodling with his Swedish secretary – her reaction is to get really, truly, royally pissed off. As The Upside of Anger illustrates over and over again, hell hath no fury like Terry Wolfmeyer scorned. The woman's not just upset; she's a Gray Goose Vodka-powered tornado of rage. This could be Diary of a Mad White Woman, except Terry's AWOL hubby isn't around to feel her wrath. In the damage path: daughters Hadley (Alicia Witt), Emily (Keri Russell), Andy (Erika Christensen), and Popeye (Evan Rachel Wood) and affable neighbor Denny (Kevin Costner), a baseball star turned radio personality who anoints the newly single Terry his "drinkin' buddy," though it's clear he'd like her to be more. Writer-director and costar Mike Binder (HBO's The Mind of the Married Man) is clearly aiming for an American Beauty, dark-heart-of-suburbia vibe. But Anger lurches at times, mixing melodrama with occasionally crude humor and a last-act twist that very nearly betrays the film's hooray-for-anger message. (1:58) Century 20, 1000 Van Ness, Orinda. (Eddy)

*Walk on Water This provocative story of redemption from director Eytan Fox (Yossi and Jagger) charts an imperfect but earnest voyage through the contemporary Israeli psyche. Fox's duality as someone who was born in New York but raised in Israel lends itself to Walk on Water's themes, which grapple with the sympathy and disconcertion felt for Israeli's current state of affairs. Set in both Tel Aviv and Berlin, Water tracks Eyal (Lior Ashkenazi), a hardened and troubled Mossad agent who has been assigned the task of tracking down Alfred Himmelman, an elderly, ailing Nazi war criminal. Posing as a travel guide, Eyal befriends Himmelman's German-born grandchildren during their visit to Israel, hoping to get information about the elusive man's whereabouts. During his mission, Eyal is forced to reconsider both violence and forgiveness by way of the Palestinian conflict and its relationship to the imprint left by the Holocaust on the Israeli collective unconscious. An ambitious drama, Water inevitably raises more questions than it can fairly answer, a forgivable stumble once you consider the careful navigation of self that went into the making of the film. (1:44) Embarcadero, Shattuck. (Lake)

*The Wild Parrots of Telegraph Hill Having moved to San Francisco at the end of the hippie era to become a professional musician, Mark Bittner never realized that goal. Instead, he belatedly found an alternate raison d'être, feeding and studying the colorful tropical parrots – originally abandoned or escaped pets who proved adaptable to this cooler climate – which often roosted on his doorstep in his North Beach neighborhood. Distinguishing all 40-odd birds by markings or behavior, he gave them each a name and ingratiated himself enough to be able to hand-feeding them. When the landlords who've allowed him to live rent-free decide to remodel their property, he must move on. This is no small crisis, since Bittner has never held a "real" job, nor does he have any contingency plans. Veteran local filmmaker Judy Irving's beautifully shot documentary balances surprisingly engrossing aviary insights with rather poignant human ones, arriving at a charming portrait of the kind of mild dropout eccentricity that the world (and even San Francisco) barely tolerates anymore. (1:13) Embarcadero, Shattuck, Smith Rafael. (Harvey)

*William Shakespeare's The Merchant of Venice While Al Pacino doing Shakespeare seems like a recipe for lots of shouting, Il postino director Michael Radford's new version of The Merchant of Venice is marked by a tasteful sense of restraint all too rare in cinematic translations of the Bard's work. The parts are performed in Shakespearean language, but Radford's direction gives the actors plenty of room to breathe; the cast doesn't seem like it's performing so much as conversing. While youthful Joseph Fiennes and Lynn Collins sometimes stumble through Bassanio and Portia's love scenes, the cast's elders turn in something special: Jeremy Irons is a dead ringer for slight and superior Antonio, and Pacino seethes as Shylock with eyes a-bulging. To be certain, though, it's 16th-century Venice that often steals the show. The bygone city is rendered with a sleazy panache that provides an inspired stage for Shakespeare's venerable revenge tale. (2:18) Four Star, Galaxy, Shattuck. (Goldberg)

Rep Picks

*Donkey Skin Made in 1970, in the wake of a brief but charm-breaking midcareer sojourn in Hollywood, Jacques Demy's Donkey Skin finds the director striving at least partly for the enchantment found in his earlier, more famous films. Yet this sun-dappled fairy-tale adaptation, drawn from Cinderella creator Charles Perrault, is also spiked with fun-puncturing irony and laced with a strong sense of the decay inherent in decadence. Though Demy is looking backward – at Jean Cocteau in particular – he does so only to insert jarring anachronistic details into the resulting almost-too-pretty pictures. One scene looks like a Brueghel painting; another features a helicopter. Cocteau's muse and frequent star Jean Marais appears in Donkey Skin as an incestuous king, and the Beast from that director's Beauty and the Beast (1946) still has the visage and capriciousness of a spoiled tabby. Eastmancolor wasn't available, so Donkey Skin's royal cherry reds and berry blues aren't as immaculate and dominant as the pastels of The Umbrellas of Cherbourg. Which is exactly Demy's point: fantasy to the contrary, Mother Nature isn't easy to paint, or to tame. (1:40) Balboa. (Huston)

*Every Mother's Son Directors Kelly Anderson and Tami Gold explore the subject of police brutality with their touching portraits of three women whose sons were killed by cops in New York City during the mid-to-late 1990s. Blending recent interviews of the three mothers with older home movies and media footage, Anderson and Gold personalize these tragedies while revisiting Rudolph Giuliani's "zero tolerance" tactics (the mayor's street crimes unit was investigated and criticized for civil liberties violations and unwarranted violence against minorities). Here, Anderson and Gold pointedly match faces with names by introducing us to African American, west African, and Jewish women who each lost a son as a result of these aggressive policies. In one particularly ironic and moving scene, one of the mothers describes her son's ambition to join the NYPD, only months before he was asphyxiated to death by an officer while playing a game of touch football in the street. Providing an intriguing perspective on unjust law in 1990s NYC coupled with strong, personal accounts of loss, Every Mother's Son is likely to remain with you long after you leave the theater. (0:56) Yerba Buena Center for the Arts. (Lake)

Marrying the Mafia This 2002 Korean megahit teeters on a broad comic premise that doesn't entirely translate. After a pair of total strangers – prim beauty Jin-kyung and straitlaced white-collar worker Dae-suh – wake up in the same bed with no memory of what happened the night before, her gangster family declares they must marry. Doesn't matter that she gets checked out by a doctor to prove she's still a virgin (she is), or that he already has a girlfriend (albeit a bitchy one), or that – again – they are total strangers. "I'm not getting married to no mafia!" Dae-suh insists, but as the brothers make it clear, it's an offer the young man really can't refuse – especially once he actually begins to fall for Jin-kyung, and vice versa. While the young couple in this light-as-air confection mostly plays it straight, Jin-kyung's three-stooges brothers ham it up as equal parts troublemakers and matchmakers, with occasionally amusing results; they also fulfill their movie-mafioso requirements by engaging in at least one baseball-bat brawl. (1:55) Four Star. (Eddy)

*'Matters of Life and Death: Phantom Limb and Other New Work' See Critic's Choice. San Francisco Cinematheque.

Trailer Town For those who thought Gummo was too polished and restrained, here's the 2003 first feature by writer-director Giuseppe Andrews, a twentysomething actor (Cabin Fever, Detroit Rock City) who maybe has too much time on his hands. It's set in a trailer park, where various residents' winsome ways are captured in handheld digital video splendor. Of plot there is naught: instead, it contains a series of wee sketches in which the mostly male, drunken, damaged-looking "characters" diddle piles of their own waste (ew!), spoon with old ladies (double ew!), and generally talk (nonliteral) shit. Which means you'd best be up for a full 90 minutes of fart this, pussy that, plus general racist crap and catchy non sequiturs like "twatty poo." Eventually the R.V.-camp tenants quash their potential eviction, there's a jealous-husband rampage, and several participants stage a sort of "Superstars of Living Room Stand-Up Comedy" performance. The shots are exactly long enough for Andrews' nonprofessional actors to read one line at a time – asking more of them would be cruel, though you might say what's already asked of them is cruel enough. Some may find this a "bizarre journal of outsider art" from a "brazenly original cinematic voice" (to quote one Internet enthusiast), but for me a little of Andrews's infantile scatology, karaoke'd by actual low-lung society "freaks," goes a long, long, long way. Trailer Town kicks off Yerba Buena Center for the Arts' monthlong "Giant Tubs of Mayonnaise: In Search of a Trailer Trash Aesthetic" film and video series, which I can guarantee you gets a lot better once you've cleared this initial hurdle. (1:20) Yerba Buena Center for the Arts. (Harvey)