Mill Valley Film Festival

The 28th annual Mill Valley Film Festival runs through Sun/16 at the Smith Rafael Film Center, 1118 Fourth St, San Rafael; CinéArts@Sequoia, 25 Throckmorton, Mill Valley; and 142 Throckmorton Theatre, 142 Throckmorton, Mill Valley. For tickets (most shows $8-10), call (925) 866-9559 or vis it www.mvff.com. For commentary, see last week's Bay Guardian. All times p.m. unless otherwise indicated.

Wed/12

Rafael The Fakir 4. "5@5: Leopard-Skin Pillbox Hat" (shorts program) 4:45. The Californians 6. The Sleeping Child 6:15. iThemba: Hope 7:15. The Red Shoes 8:30. One Love 8:45. Homeland 9:15.

Sequoia "5@5: It's All Over Now, Baby Blue" (shorts program) 5. The Wandering Shadows 6:30. Frisbee: The Life and Death of a Hippie Preacher 7:15. Boats Out of Watermelon Rinds 8:30. My Tiny Universe 9:30.

Throck Scared New World 7. Been Rich All My Life 9:15.

Thurs/13

Rafael Pelican Man 4. "5@5: It's All Over Now, Baby Blue" (shorts program) 5. Dallas Among Us 6. "Tribute: Jean-Pierre Jeunet" 7. Need 7:15. Accidente 8:15. Frozen Land 9:30.

Sequoia "5@5: Tangled Up in Blue" 5. So Close, So Far 6. Sound of the Soul 7. Delwende 8:45. Carpatia 9.

Throck Sound of the Soul 8:30.

Fri/14

Rafael Lepel 4:15. "5@5: Tangled Up in Blue" (shorts program) 5. Drum 6:15. Dalecarlians 6:30. The Milk Can 7:15. Bye-Bye Blackbird 8:45. Round Trip 9. Video Out 9:30.

Sequoia "5@5: Simple Twist of Fate" (shorts program) 5. My Nikifor 6:30. TBA 7. Brick 9. Need 9:30.

Throck Homeland 6:45. 39 Pounds of Love 9.

Sat/15

Rafael "Short Films for Little People" (shorts program) 10am. Max and Josef: Double Trouble 10:15. "Sweet and Sick" (shorts program) 11am. Accidents 12:15. Beah: A Black Woman Speaks 12:30. Amelie 1:15. Frozen Land 2:45. Highway Courtesans 3. "A Toon for the Misbegotten" (shorts program) 4:15. "5@5: Simple Twist of Fate" (shorts program) 5. Ellektra 5:30. "Tribute: Donald Sutherland": Pride and Prejudice 7. Troop 1500 7:15. Ushpizin 8:30. The Milk Can 9:30.

Sequoia So Close, So Far noon. El Perro Negro 12:15. State of Fear 2:15. Wolf Summer 2:45. Press On 4:30. The Sleeping Child 4:45. Race is the Place 6:45. Paradise Now 7. The Art of Breaking Up 9:15. One Love 9:30.

Throck The Lady from Sockholm noon. Tropic of Cancer 2:15. Under the Rainbow 4. Web Cam Girls 6:30. Video Out 8:45.

Sun/16

Rafael The Incomparable Miss C. 11am. Round Trip noon. My Nikifor 12:15. Bye-Bye Blackbird 1:30. Press On 2:30. Pelican Man 2:45. Bride of Silence 4. "Tribute: Jeff Daniels:" The Squid and the Whale 5. Ushpizin 5:15. Paradise Now 6:45. TBA 7:30. Brick 7:45.

Sequoia Lepel 10am. Dalecarliane noon. Under the Rainbow 12:15. Drum 2:15. Romantico 2:45. Bee Season 5. Beah: A Black Woman Speaks 5:15. Trudell 7:30. Bee Season 7:45.

Throck "Future of Family Film Seminar" 11am. "Going Out to the Movies Seminar" 1:30. Frisbee: The Life and Death of a Hippie Preacher 4.

Opening

*Chain I was lucky to catch Jem Cohen's latest effort at last year's Vancouver International Film Festival. After the screening, Cohen (Benjamin Smoke) stood up and admitted he enjoyed seeing his movie in a multiplex because "it will never end up there – it's not a normal movie." And indeed, Chain finds its way to San Francisco not through the Metreon, but courtesy of Other Cinema. Using elements borro wed from Chris Marker, documentary, and experimental film, Chain follows the lives of two women who are both adrift in an increasingly homogenized world. One, a Japanese businesswoman researching American amusement parks, becomes more and more withdrawn as she shuttles from hotel to hotel. The other, a homeless twentysomething, takes up residence in the one place she feels comfortable: the mall. The narrative, such as it is, is interwoven with shots of chain stores (new and abandoned); a searing yet wistful take on consumer culture, capitalism, and the fickleness of economics emerges. It's true, Chain isn't "normal" – and that's precisely why it's so intriguing, and so worth seeking out. (1:39) Artists' Television Access. (Eddy)

*Darwin's Nightmare See Script Doctor. (1:47) Balboa, Smith Rafael.

Domino Keira Knightley plays a bounty hunter; Tony Scott (Man on Fire, True Romance) directs. (2:08) Century 20, Century Plaza, Shattuck.

Elizabethtown See " ;Ke ntucky Fried Cheese." (1:47) Century 20, Century Plaza, Presidio, Shattuck.

The Fog Another horror remake: this time, it's John Carpenter's creepy classic, with Maggie Grace and Selma Blair taking over for Jamie Lee Curtis and Adrienne Barbeau. (1:37) Century 20, Century Plaza.

*Forty Shades of Blue See "Memphis International.&qu ot; (1:49) Act I and II, Opera Plaza.

Innocent Voices By blending a tender coming-of-age story with an embittered account of war, Innocent Voices writer-director Luis Mandoki evokes El Salvador's brutal 12-year civil war by relentlessly tugging at the audience's heartstrings. Our inlet to the history is Chava, an 11-year-old boy who becomes man of the house when his father leaves the family to fend for itself in a village rife with gunfire. The US-trained army recruits boys at the age of 12, amplifying Chava's adolescent crossroads to mythic proportions. While the many slow-motion shots of the protagonist clutching his mother are overused to the point of contrivance, the relentless volley between pastoral scenes of village life and shattering moments of violence captures the harrowing reality of war for those caught in the crossfire. If Innocent Voices's narrative isn't strong enough to make the film a historical document, Mandoki's deep humanism infuses his work with courage and heart. (2:00) Embarcadero, Empire, Shattuck. (Goldberg)

*Los Angeles Plays Itself The narrator of Thom Andersen's new movie has a chip the size of Los Angeles on his shoulder. Make no mistake: I mean Los Angeles, not LA. During a brief, potent passage that browses the title credits of movies that have opted for common shorthand – from William Friedkin's To Live and Die in LA to li ttle-known cheapies such as L.A. Crackdown – the gruff voice-over of Andersen's Los Angeles Plays Itself cringes at the practice of reducing a mammoth urban sprawl to a mere pair of initials. But there's more at play here than the difference between 2 letters and 10, and play is the operative word. Andersen's nearly three-hour documentary – an epic yet personal attempt to visually rebuild a city that's been endlessly reduced and destroyed by Hollywood – takes its title from another film that favors the diminutive term for Los Angeles, Fred Halsted's L.A. Plays Itself. In fact, Halsted's is a rare LA movie that Andersen likes; deeming it a "gay porn masterpiece," Andersen's narrator links it to nonhardcore experimental works and traces Halsted's lost-Eden sexual panorama, which spans from idyllic couplings among water bugs to rougher stuff in ghetto terrain. In contrast, the testimonial given by Los Angeles Plays Itself's narrator is a call to arms: It lands blows against Hollywood's historical and geographical mythmaking while celebrating those lesser-known filmmakers (such as Halsted) who have faithfully surveyed Los Angeles's landscape and inhabitants. (2:49) Roxie. (Huston)

Quality of Life Local filmmaker Benjamin Morgan shot this genuine indie in the Mission District, following two young graffiti whizzes (Lane Garrison and cowriter Bria n Burnam) after they're arrested for "bombing": One goes straight, the other continues tagging, despite the city's tendency to treat graffiti artists like armed robbers. "This city is covered in bullshit!" one boy rages. "What gives them the right to jam that bullshit down my throat?" So he decides to jam his bs down theirs by combing the blighted, decaying industrial side of San Francisco to create beauty in the wasteland: In one desolate, lovely, long shot, a warehouse spread of graffiti resembles a field of wildflowers. The film's social conscience and persecuted-artist theme – focused on the "quality of life" statute's draconian antigraffiti penalties – lumpily cohere with the acting-exercise feel of the dramatic bits, which ramp up to an implausibly overwrought climax. Though six people are credited with the story, the film feels padded, and the carpet-to-carpet soundtrack of hip-hop/alt-darlings is relied on to do too much of the dramatic work. But when it comes to capturing a specific milieu and subculture, Morgan, a former social worker, and Burnam, a quondam street calligrapher, achieve authenticity. (1:25) Galaxy. (Amanatullah)

The War Within See Movie Clock. (1:40) Lumiere, Shattuck.

Ongoing

*24 Hours on Craigslist Michael Ferris Gibson's entertaining documentary takes a whirlwind tour through a few (among thousands) of the postings on the titular, hugely popular Web site during one typical day: Aug. 4, 2003, to be exact. A series of interviews explore the individuals behind some services offered or requested ("heavy metal chef," "ballroom dance instructor," "pre-op transsexual escort"), as well as relationship or sex ads (including one notably creepy guy in a basement). Not to mention miscellaneous oddities like a rock band fronted by an Ethel Merman impersonator, a diabetic-cat owners' support group, and the sad story behind a roommate-wanted post (the vacancy was created by a car-accident death). Started, in 1995, as an events calendar by an actual Craig, the behemoth that is now Craigslist encompasses outlets specific to various cities across United States and around the globe. But the first, and largest, list remains right here in the Bay Area, where Gibson keeps his focus. (He also used an all-local crew – recruited via Craigslist, of course). Ultimately this fun, curiously reassuring human mosaic isn't so much about a particular Internet success story as it is about the stubborn Left Coast nonconformity for which it provides one important outlet. (1:16) Red Vic. (Harvey)

*The 40-Year-Old Virgin Though Wedding Crashers has its moments of Vince-Vaughn-and-maple-syrup goodness, fellow R-rated comedy < I>The 40-Year-Old Virgin boasts more laughs and way more insta-classic moments. Freaks and Geeks guru Judd Apatow makes his feature-directing debut, with a script cowritten by star Steve Carell (The Daily Show). It's all there in the title: Andy (Carell) has never done the deed; he's so blandly nice that an acquaintance is moved to observe, "I'm pretty sure he's a serial murderer." After they discover his secret, Andy's well-meaning coworkers (Paul Rudd, Romany Malco, and Seth Rogan) attempt to steer him into debauchery, leading to comic high points involving porn, apple bongs, manscaping, and the following advice on how to talk to a woman: "Be David Caruso in Jade!" Of course, as it turns out, Andy doesn't really need their help, winning over single mom Trish (Catherine Keener) despite his blatant dorkiness. Though Virgin eventually reaches a predictable climax, the path it takes to get there – crude enough to include puke humor, random enough for a running Michael McDonald joke, and guffaw-inducing throughout – is well worth it. (2:00) 1000 Van Ness, Century 20. (Eddy)*2046 Once upon a time in Wong Kar-wai-ville, at the end of a movie called Days of Being Wild – which would turn out to be the beginning of a now-completed trilogy of movies about loving and leaving and the lingering memory of Hong Kong circa 1962 – actor Tony Leung Chiu-wai suddenly appeared onscreen. The movie was almost over, but Leung – who was quite a well-known Hong Kong actor at the time – had only just arrived. No one at the time could quite figure out where Leung's character, or indeed where Days of Being Wild's writer and director, had come from. Nearly a decade later, Wong finally found himself in the mood to revisit the story. Leung (as a tabloid scribe named Chow) and Cheung (as a lonely wife named Su Li-zhen who lives next door) came back with him, as brokenhearted neighbors in a brokenhearted rhapsody called In the Mood for Lov e. Now , and possibly forever, they're back again, in what may well be Wong's magnum opus. In 2046, Chow's smoldering but unreturned love for Su escapes and expands across fragments of time and the excruciating beauty of wide-screen space and resolves, somewhere between a future-shock space opera and a curdled-memory remix of the far-too-recent past, into one of the greatest love stories the movies have ever known. (2:07) Four Star, Opera Plaza. (Stephens)

The Aristocrats Paul Provenza and Penn Jillette's extended riff on a joke that's a secret handshake of sorts in the stand-up world is cast-of-hundreds inclusive. Yet it's also uncomfortably skewed: A few Whoopi bits aside, Chris Rock is about the only nonwhite performer, and he's the only one who doesn't seem to be enjoying hi mself in the closing-credits outtakes. The Aristocrats can be uproarious, and there are off-the-cuff high jinks aplenty, from Rip Taylor's migrating red wig to Fred Willard's Victorian dandy impersonation. But why no Mo'nique, Wanda Sykes, or Dave Chapelle, when Carrot Top and Emo Phillips are allowed (if only for a few seconds) to stink up the screen? The absence is especially notable since Jillette repeatedly notes the joke's best renditions involve the type of improvisation mastered by John Coltrane. The title of The Aristocrats is also the punch line of an obscene joke – detailing a family's showbiz act, it has its roots in vaudeville, but you could easily argue it's indebted to the Marquis de Sade, who was all about detailing the perverse proclivities of the privileged classes. Of course, de Sade isn't as funny as Gilbert Gottfried, whose version at a roast for a leathery and discomfited Hugh Hefner inspired this doc. (1:26) Four Star, Oaks, Opera Plaza. (Huston)

*Capote Truman Capote's life resists easy summary, so it's appealing that the first Hollywood biopic on the author ignores formula and turns one agonizing chapter of his life into an opportunity for an essay. Though Capote is based on the 1988 Gerard Clarke biography, Bennett Miller's film actually has a lot more in common with Janet Malcolm's 1990 The Journalist and the Murderer (a relationship the fil mmakers also acknowledge). It's not so much a story of Capote (Philip Seymour Hoffman) as the illustration of the question Malcolm so artfully dodged: What, really, do journalists owe their subjects? In this case, what did the glittering Capote owe the two killers who lent him their life stories for his nonfiction "novel"? Hints of the hundred separate movies that could be made from Capote's life emerge in key details: The scarf he rattles like a saber in Kansas's cop HQ calls to mind the family warfare that accompanied his growing up gay in the '30s and '40s; the bottle of booze he doesn't seem to leave home without foreshadows a grim decline. This film makes a wonderful habit of entering ensemble scenes midsentence, creating a vérité feel without the sea-sickening camera, and it's hard to find fault with the casting: Catherine Keener, gently butch as the conscience of the film, Harper Lee, nails Capote's alter ego and "research assistant," hired for her ability to steward the writer into Holcomb, Kan.'s housewives' hearts. (1:50) Clay, Empire, Shattuck. (Eddy)

*The Constant Gardener With Ralph Fiennes as its star, rather than, say, Tom Hanks, the film version of John le Carré's 2000 novel, The Constant Gardener, isn't likely to be as popular an entertainment as it could have been. Which is everybody's loss: This is a very good movie almost any post-t eenage viewer could enjoy, and within its classic framework of life-love lost and avenged, excellent points are made about how the world really works. Fiennes plays Justin Quayle, a British civil servant posted to Kenya, where he upholds the standard of international diplomacy by maintaining a polite smile, turning a blind eye, and privately wishing one could do something for these people. Storming into his quiet life with placards afire is Tessa (Rachel Weisz), the kind of borderline obnoxious but indomitable child-of-bourgeois-liberal-activist who actually does get things done. We know from very early on that she ends up raped, murdered, and burned in an ambush on a rural road, presumably for pushing her activist sleuthing. Gardener charts Justin's attempts to find out who ordered her death and why, intercutting that quest with flashbacks to their relationship. In his English-language debut, director Fernando Meirelles (City of God) creates a thoroughly accomplished work that manages old-school plot intrigue, conventional romance, globe-trotting location work, and a heavyweight cast with ease. (2:08) Empire, Galaxy, Grand Lake, Kabuki, Orinda. (Harvey)

Everything Is Illuminated Frodo as 8 1/2-era Marcello Mastroianni? First-time director, SF native, and evident '60s-film buff Liev Schreiber evokes zanily surreal mid-period Fellini in his quest to capture the full meta-m ania of Jonathan Safran Foer's debut novel. In his role as a young Jewish American writer named Jonathan Safran Foer in search of the Ukrainian woman who saved his grandfather during World War II, Elijah Wood plays the attractive if stylized foil in a suit and horn-rims (weirdly resembling Mastroianni, Harold Lloyd, and Wood's Sin City psychopath, but who can resist turning the ring-bearer into an icon?) to the cast of quirk-ridden characters encountered back in the old country. Among the latter, Gogol Bordello frontperson Eugene Hutz stands out – adding welcome humor and the scrappy texture of reality as a wannabe b-boy translator. Visually striking moments abound in this ambitious adaptation, but do moments add up to a strong narrative when it comes to this erratic feature, one that obviously places such value in the loaded, cathartic power of storytelling? (1:42) Albany, Embarcadero. (Chun)

*The Exorcism of Emily Rose Based on the real-life story of German student Anneliese Michel, who died during a 1976 exorcism ritual, The Exorcism of Emily Rose updates the action to present-day America and focuses on the trial of Father Moore (Tom Wilkinson), the priest charged with negligent homicide in the girl's death. The prosecutor (Campbell Scott) aims to prove that wholesome college freshman Emily Rose (Jennifer Carpenter) suffered from epilepsy and died because Moore en couraged her to pursue spiritual, not medical, treatment. Meanwhile, defense attorney Erin Bruner (Laura Linney) must gather enough evidence to support Moore's belief that the teenager was possessed by several very pissed-off demons, including good ol' Lucifer himself. The top-drawer cast was clearly lured by the film's meatier themes – faith versus science is a key topic in the courtroom scenes – and Emily Rose's muscular (if flashback-heavy) plot elevates it above most shriek-of-the-week flicks. Of course, what'll really lure audiences are the scare tactics, which inevitably crib from The Exorcist (and, oddly, The Amityville Horror), though they're PG-13 sanitized for your protection. Still, between all the black-eyed apparitions and Carpenter's creepy performance, Emily Rose does deliver some decent jolts. (1:38) Century 20. (Eddy).

Flightplan Jacked-up Lifetime mom Kyle Pratt (Jodie Foster) faces not just stranger danger but also terrorism when her six-year-old daughter, Julia (Marlene Lawston), implausibly vanishes aboard a jumbo jet. The small family is traveling from Berlin to New York with a tragic mission: to bury Dad, whose coffin is loaded into the plane's belly as Julia solemnly watches. Director Robert Schwentke, working from a script by Billy Ray (Shattered Glass) and Peter A. Dowling, foreshadows gleefully, playing off travel fears in the manner of another recent in-flight thriller, Red Eye. When Julia goes missing, Kyle – a propulsion engineer who conveniently knows her way around the gi gantic plane's every nook and cranny – goes ballistic, demanding the captain (Sean Bean) allow her free reign to search. He's willing to help, at least until the question of whether or not Julia was even aboard in the first place is raised; a snippy air marshal (Peter Sarsgaard) and throngs of anxious passengers only make matters worse. Flightplan's reasonably tense first 80-odd minutes are compromised less by its expected twist than by its ridiculous epilogue, which tenders the ham-handed suggestion that we can all get along – despite a little "turbulence" along the way, of course. (1:28) 1000 Van Ness, Century 20, Century Plaza, Grand Lake, Kabuki, Shattuck. (Eddy)

*The Goebbels Experiment As a key early Hitler supporter and Germany's minister of propaganda from 1933 to 1945, Joseph Goebbels was hugely important in shaping the people's enthusiastic compliance in what would soon be considered the most loathsome regime in history. This striking documentary by Lutz Hachmeister and Michael Kloft is assembled from lesser-seen archival footage that chronologically charts its subject's saga from well-heeled, well-educated if sickly youth to a career that wielded extraordinary power – and broke sophisticated new ground in using mass media to shape the public will (or the public ignorance, when preferable). Among many fascinating moments here is when Goebbels – his diary entries read by Kenneth Branagh, who hasn't given a better film performance in years – sneers at a British propagandistic film's clumsiness, since the ones he oversaw for Germany achieved a state of nonstop rabble-rousing climax. We also hear him complain about Triumph of the Will director Leni Riefenstahl's (offscreen) "lunatic histrionics," dismiss Churchill as a "revolting fat beast," and so forth. A true believer in the Social Democratic "German Revolution," and a fierce anti-Semite and stirring orator, Goebbels was also full of private competitiveness, resentment, and neurosis, often giving in to self-pitying depression at the slightest hurdle. If you saw Downfall, you know that as Allied forces raided Berlin, he and his wife took the lives of their six children before taking their own. If you see Experiment, you'll understand the personality that could consider such unfathomably extreme actions a natural endpoint in patriotic duty. (1:47) Roxie. (Harvey)

*Good Night, and Good Luck As Good Night, and Good Luck opens, Edward R. Murrow (David Strathairn) rips into an audience that has gathered to honor him at a 1958 Radio and Television News Directors Association gala. George Clooney (who also directs) and Grand Heslov's script stays true to Murrow's real-life speech, a searing indictment of television's shift toward fluffy programming, as well as the networks' increasingly close ties to advertisers. Were he alive today, Murrow would no doubt have additional thoughts about the 21st-century version of "this weapon"; in particular he'd probably take issue with the 24-hour-news culture, which favors sensational nuggets over in-depth stories. Good Night is a Murrow biopic of sorts, but it focuses on the specific events surrounding March 9, 1954, when Murrow's See It Now program dared to take on Sen. Joseph McCarthy at the height of the Red Scare. Director Clooney takes his cue from this moment in television history, using real film clips and plucking Murrow's on-air dialogue from transcripts. The result is a period-authentic, eerily resonant snapshot of a time when national security issues could trump the rights of individuals, and fear kept most Americans woefully silent. (1:30) Albany, Embarcadero, Piedmont. (Eddy)

The Gospel The story of wresting faith from the wildernesses of the world is certainly one that bears repeating. From Augustine on down to Kanye, it's this account of self-discovery that renders religion most human and knowable. Writer-director Rob Hardy evokes the narrative in his film The Gosp el, but in such a limp way that the movie seems a different breed altogether. David Taylor (Boris Kodjoe) is the estranged son who's gone from his father's pulpit to the bling-bling of the R&B charts; once Papa gets sick, though, David is slowly (very, very slowly) drawn back into the church. If it sounds like an MTV-style after-school special, well, that's pretty close to the mark. Throw in a couple of dizzyingly edited gospel sequences, and you've got your movie. So why am I so irked by this painfully average melodrama? Precisely because there's such rich material in this story. So many R&B legends (Gaye, Green, and Cooke for starters) went through David's struggle, and there's more suspense and confused passion in one breath of their music than there is in all of The Gospel. (1:45) 1000 Van Ness, Century 20, Century Plaza, Shattuck. (Goldberg)

The Greatest Game Ever Played Surely the greatest game ever played involves drinking and Showgirls, but the title of this Disneyfied golf flick does not refer to the sport of golf in general, but rather to a tiebreaker round played in the 1913 US Open. After an opening credit sequence that looks like Andy Warhol had a bad dream about Cheers, director Bill Paxton asks the classic sporting question: What does it mean to be a true gentleman? In this film golf stands for class separation: Caddies aren't allowed to play, and a truly phen omenal golfer like British champion Harry Vardon (Stephen Dillane) is too common-born to join the elite club that houses his trophies. So it feels honorable when three golfers of lower class origins – including Vardon and the film's 20-year-old hero, caddy Francis Ouimet (Shia LaBeouf) – whup a bunch of upper-class pricks and end up battling it out in the finals of the US Open. Morality lessons and an ever-swelling score overwhelm the plot, but LaBeouf plays his earnest part well. Unfortunately some filmic devices hail too much from this century – spaceship noises accompany X-treme close-ups of golf balls, and the competitors play through pouring rain with such slo-mo grit captured by Just-Do-It camerawork that their tweed caps might as well sport the swoosh. (1:55) 1000 Van Ness, Century 20. (Koh)

Green Street Hooligans Unfairly chucked out of Harvard, a young American (Elijah Wood) crosses the Atlantic and falls in with a "firm" of football hooligans led by his brother-in-law (Charlie Hunnam). That firm is the GSE (Green Street Elite, fan-gang for West Ham United's team the Hammers), a fight club for yobbos who get bigger existential kicks from brawling with opposing firms than from watching football. Wood uses the pervy hint in his overripe cherub's face to convincingly play a lost sheep that runs with wolves and eventually becomes one, and Hunnam gives the picture vitali ty – even his wonky Cockney accent is an energy burst. Lexi Alexander, a quondam kickboxer, cowrote and directed; if you've ever wondered what a film made by a German kickboxing champ would look like, this jittery, vamping pounder is it. A sentimentally macho paean to the thrill of being in a screaming, bloodlusting, happily homosocial mob, Hooligans feels obligated to pay lip service to the costs of violence but celebrates the very relations that cause it; the film's crude buddy-values system (stand your ground and stick by your mates) can't foster genuine ambivalence. Despite the reality of firm hooliganism, the drama is vainly trumped-up. (1:49) Galaxy. (Amanatullah)

*Grizzly Man The cold reaches of the Kodiak archipelago touch the heart of German filmmaking legend and Grizzly Man documentarian Werner Herzog, who presents the fascinating life and gruesome death of self-styled grizzly expert, wildlife preservationist, and ex-actor Timothy Treadwell. Treadwell lived for five seasons, without a gun, with his beloved bears, in Alaska's Katmai National Park and Reserve, extensively videotaping his own life and his wildlife f or a nature series before he was killed and devoured along with his girlfriend, Amie Huguenard, in 2003. Herzog has shot his share of nonnarrative cinematic poetry, but he refrains in Grizzly Man, giving the fascinating story of the late activist, would-be nature-doc star, and wannabe grizzly a wide, respectful berth, as if he wanted to allow the slumbering beast within Treadwell to come out and caper on film. To that end he uses extensive video shot by the self-made grizzly expert, of himself and his animals, permitting them the space and air they seem to demand. The rest of Grizzly Man is shaped through interviews with Treadwell's friends – and skeptical observers who viewed the naturalist as insane and/or naïve in his violation of the unspoken boundaries between animals and humans. (1:43) Four Star. (Chun)

*Henri Langlois: The Phantom of the Cinematheque It's hard to overestimate the impact of Henri Langlois on film history – even on the very existence of that concept. Starting out as an obsessed fan collecting, screening, and sometimes singlehandedly saving films, like The Cabinet of Dr. Caligari in 1936, he hid and protected an ever-growing store of fragile reels from the Nazis (who would have destroyed titles from Allied countries) through World War II, opening his first real (if tiny) theater a few years afterward. That venue – one of very few places around the globe back then where you could view movies no longer in commercial release – magnetized a generation of avid "students" who went on to comprise the French New Wave's directors (Truffaut, Chabrol, Rivette, et al), critics, and historians. Yet even as the portly Langlois was becoming recognized around the world as an educator and preservationist, his eccentric, even anarchic managerial methods created opponents who plotted to replace him with someone more politically cooperative. His attempted ouster in 1968 (just before the famous May uprisings) drew protestors, police confrontations (Godard got clubbed), and angry missives from international filmmakers. Twenty years after the 1977 heart attack that killed him, a fire shuttered his Musée du Cinéma – an event that some thought proved government antipathy continued even after he passed away. "They killed him by exhausting him with vile administrative pettiness," one ally opines. Whether viewed as victim, visionary, or his own worst enemy, Langlois lived an extraordinary life that this jam-packed documentary (two hours edited down from a 210-minute original) summarizes in a fascinating, breakneck compilation of interviews and archival footage. (2:08) Roxie. (Harvey)

*A History of Violence Peel away an all-American facade, and you'll find a murderous gangster underneath: This message lurks throughout David Cronenberg's A History of Violence. The doc-like title of Cronenberg's latest (adapting a graphic novel of the same name) is par for a director whose vision has always been coolly antiseptic, and the first "big word" in its title is anathema to contemporary amnesia. Nonetheless, this lean and mean family tale has definite mainstream crossover appeal; Cronenberg's version of national allegory trumps Clint Eastwood's Mystic River, not least because it favors genre (Out of the Past, anyone?) and archetypes over bogus realism. From the Lynch-like diner small-talk about coffee and pie, to the foreboding, shiny black car slowly creeping into sunbathed golden settings, Americana fits the Canadian auteur like a surgical glove. The result is his best movie since Dead Ringers. There's a reason the name of History's protagonist, Tom Stall (Viggo Mortensen), is so plain, so benign, though he's loathe to reveal it to wife Edie (Maria Bello), son Jack (Ashton Holmes), and daughter Sarah (Heidi Hayes). Mortensen's Mt. Rushmore of a face is the film's riddle, allowing a pair of wonderfully outsize Mafia turns by a sarcastic Ed Harris and a hilarious William Hurt to effectively steal scenes, if not lives. (1:35) 1000 Van Ness, Century 20, Metreon, Orinda, Presidio. (Huston)

In Her Shoes It's a chick flick, sure, but In Her Shoes is actually meatier than most. Curtis Hanson (L.A. Confidential) directs; Erin Brockovich scripter Susannah Grant adapts Jennifer Weiner's best seller; and Cameron Diaz, Toni Collette, and Shirley MacLaine form the trio of women at its center. After a lif etime of picking up after her party-girl sister, Maggie (Diaz), plain-Jane lawyer Rose (Collette) finally puts her well-shod foot down when Sis pushes her too far. With nowhere else to go, Maggie tracks down the sisters' long-lost grandmother (MacLaine), who's living the Golden Girls life in Florida. Meanwhile, Rose decides she's had enough of the corporate world and finds a new job walking dogs; she also gets engaged to a devoted foodie (Mark Feuerstein), who inspires her to patch up her fractured family, which is divided not just by the Rose-Maggie feud, but the long-ago death of the girls' mentally ill mother. That tearful reconciliation will occur is never in question, but In Her Shoes digs in deep, facilitating relationships and characters that feel genuine. The acting is uniformly excellent, with poster girl Diaz displaying surprising range in the flashiest role. (2:10) 1000 Van Ness, Century 20, Century Plaza, Kabuki. (Eddy)

Into the Blue Director John Stockwell (Blue Crush) sure does love a tropical paradise. In a movie like Into the Blue, which is full of more hot air than a fleet of inflatable rafts, the setting is particularly important. Without the Bahamas, there'd be no sunken treasure (represented by a downed plane stuffed with cocaine, as well as a gold-laden shipwreck), no opportunities for underwater emoting, and no Jessica Alba undulating in a bik ini. Yep, this movie clearly knows it's vacuous, and feels no shame about it, so neither should you for enjoying its coconut oil-glazed silliness. Scott Caan gets most of the funny lines as leading himbo Paul Walker's goofy-asshole buddy; Josh Brolin gets a few (unintentional) laughs as Walker's asshole-asshole treasure-hunting rival. Also: sharks! (1:50) 1000 Van Ness, Century 20, Kabuki. (Eddy)

Just Like Heaven The latest from director Mark Waters (Mean Girls) is pure fantasy – and not just because it's about a lonely guy (Mark Ruffalo) who falls in love with the restless spirit of a woman (Reese Witherspoon) whose apartment he has just begun subletting. Sure, the romance is far-fetched (and indebted to Ghost, The Ghost and Mrs. Muir, and every other supernatural love story ever filmed), but the real fantasy here is the apartment itself: enormous, gorgeous, and blessed with a private roof that affords the kind of San Francisco views that only gazillionaire city dwellers dare to dream about. Of course, the metaphysically mismatched couple is so cornball and adorable, so cosmically meant to be together (screw your living will, darling!) that it's almost enough to let certain suspension-of-disbelief elements slide. As an occult bookstore clerk with "the gift," Napoleon Dynamite star Jon Heder casually swipes every scene he's in. Alas, his character is one of precious few offbeat elements that distinguish Just Like Heaven from Witherspoon vehicles past. (1:41) 1000 Van Ness, Century 20. (Eddy)

*March of the Penguins Pity the emperor penguin. His name is glorious, but his lot in life – as incredulously documented by Luc Jacquet and narrated with morbid amusement by Morgan Freeman – is one of unrelenting duty and sacrifice. If social Darwinists love the traditional top-of-the-food-chain tale, only a true evolutionary thinker can really appreciate this one. Or a working parent. March of the Penguins has less in common with French adventures into animal kingdoms – Microcosmos, Winged Migration – than it d oes with the more moralizing c ultural work of, say, Robert Flaherty. But it's still got to be the most beautifully filmed animal story of the year, in one of the landscapes most endangered by rapacious humanity: gorgeous mile after mile of frozen earth, with pastel skyscapes, brutal storms, and line after line of amazing, tuxedoed birds, devotedly marching in formation. (1:20) Bridge, Piedmont, Shattuck. (Gerhard)

*MirrorMask Even if you aren't familiar with any of MirrorMask's touchstones – the work of Sandman's Neil Gaiman, who wrote the story; artist and frequent Gaiman collaborator Dave McKean, who directs; or any of the Jim Henson Company's darker, Kermit-free output (Th e Dark Crystal, Labyrinth) – you can still dive headfirst into the film's fantasy world. Bored with her seemingly exotic life as a performer at the pocket-sized circus run by (groan) her parents, Helena (Stephanie Leonidas), dreams instead of being a boring, average teenager. When her mother (Gina McKee) falls suddenly ill, Helena travels into a world seemingly conjured by her own drawings, filled with off-kilter, Wonderland-Meets-Oz characters: sphinxes, giants, monkey birds, and masked jugglers. A dying-kingdom ticking clock (elements of The NeverEnding Story) and a particularly trippy Burt Bacharach interlude guide MirrorMask toward its fairy-tale conclusion, which springs no surprises equal to those conveyed by the film's truly unique visuals, a painterly mix of live action and animation. (1:41) Act I and II, Lumiere. (Eddy)

Oliver Twist Charles Dickens wrote with sarcastic rage about the gap between the haves and have-nots; in this new Gilded Age he's become our contemporary. But Roman Polanski's film doesn't have much of Dickens's vigor: Reviewers who congratulate themselves on pointing out personal resonances between Oliver's harrowing childhood and Polanski's own are compensating for this adaptation's lack of passion or personality. The film agreeably trots through the familiar story: Oliver (Barney Clark), fresh from the workhouse, falls into the fetid stinkhol e of industrial-age London, joining a gang of pickpockets trained by the ratty, treacherous fence Fagin (Ben Kingsley). The film is beautifully made, and that's its first problem: the Masterpiece Theatre score, storybook sets, and overburnished lighting are too pretty and rob the tale of immediacy. Kingsley's grotty, shambling Fagin is more a bit of playacting than an actual performance, yet the film, atoning for the book's anti-Semitism, tries to soften and humanize the character, only managing to rob him of his power as part of a larger pattern of sapping Dickens' melodramatic iron. Despite Polanksi's missteps, in the hands of a gifted director the story remains a crowd-pleaser. Even after 160 years, the audience still claps when villainous Bill Sykes gets his comeuppance. (2:15) Galaxy, Piedmont, Shattuck. (Amanatullah)

The Overture Who knew the early-20th-century world of Thai music was so totally cutthroat? This fictional biopic, loosely based on the life of celebrated music master Luang Pradit Pairoh, offers a serious look at the World War II-era crackdown on Thai traditions, where new "cultural guidelines" outlawed anything deemed "outmoded and obsolete." This greatly affects Sorn (played as an old man by Adul Dulyarat), an esteemed performer and teacher whose famed skills on the Ranad Ek, or lead xylophone, make him a target for the new regime. The Overtu re's most dynamic scenes, however, come during its many flashbacks to Sorn's youth, as the prodigy (portrayed as a young man by Anuchit Saphanphong) realizes the full extent of his musical gifts – thanks in no small part to a glowering archnemesis he encounters on the streets of Bangkok. Director Itthi-sunthorn Wichailak lenses both city and country scenes with lush beauty, but he's also prone to using melodramatic slo-mo whenever emotion runs high. The music, however, is undeniably majestic. (1:44) Smith Rafael. (Eddy)

The Prizewinner of Defiance, Ohio Apparently no longer content to don a housedress solely for worldly deconstructions like The Hours and Far from Heaven, Julianne Moore embraces her inner cornball in this kitschy yet earnest melodrama, with generally positive results. Moore plays Evelyn Ryan, the whip-smart, long-suffering mother of 10 trapped in midcentury Midwestern purgatory. When her bitter, dimwitted husband (Woody Harrelson, born to play a fedora-sporting ultrasquare) almost literally drinks the family out of house and home, the only thing that keeps them afloat is plucky Evelyn's pen – she compulsively enters jingle-writing contests, winning everything from sizable cash prizes to grocery store shopping sprees. As directed by Marin County filmmaker Jane Anderson (it's based on a memoir by SF writer Terry Ryan), Moore lends Evelyn much less of a trail blazing blush than the film's title implies: Here, defiance is a place more than a state of mind. Instead, Evelyn's obvious talents, which she could have fully exploited in another era (and income bracket), allow her to dexterously work a system she has resignedly accepted with a knowing inner sigh and bittersweet smile. Raising 10 kids on 25 words or less? Just think what she could have done with a 200-word movie blurb. (1:39) 1000 Van Ness, Presidio. (Devereaux)

Proof Shakespeare in Love director John Madden reteams with that film's Oscar-winning star, Gwyneth Paltrow, for this cinematic take on the Pulitzer-winning play by David Auburn (who coadapted the screenplay with Rebecca Miller). Impressed yet? Fortunately, Proof feels hardly as overloaded and "actorly" as it could've been, even considering the rest of the cast is Anthony Hopkins (as a brilliant mathematician who struggles with madness), Hope Davis (as his uptight daughter, and sister to Paltrow's character, Catherine), and Jake Gyllenhaal (as a grad student and Catherine's sorta-boyfriend). Proof zeroes in on the double meaning of its title after the sisters' father dies, leaving behind an important mathematical discovery that may have actually been made by Catherine herself. Meanwhile, the dour, bitter Catherine struggles with the idea that if she shares her father's genius, she may also share his proclivit y for mental illness. Devotees to the play may bristle at filmmaking liberties taken, but generally strong performances do make the big-screen Proof worthwhile. (1:39) Embarcadero, Piedmont. (Eddy)

Roll Bounce This disco-era, coming-of-age comedy stars hip-hop's Bow Wow (he ain't Lil' no more) as a Chicago roller skater whose neighborhood crew finds trouble when their local rink is shut down. Making matters worse, they're subsequently served a challenge by the "baddest mo-fos on wheels," Sweetness (Wesley Jonathan) and his gang of Tootsie Rolls. Director Malcolm D. Lee (Undercover Brother) puts an energetic soul spin on the whiter-than-Wonder-Bread roller skating genre (previously best-known for classics like Patrick Swayze's Skatetown U.S.A. and Linda Blair's Roller Boogie). Roll Bounce's funky routines are quite thrilling and are performed with genuine late-'70s flair by the young cast, especially the scene-stealing Rick Gonzalez (Coach Carter). Though the genre's traditional focus on T&A is mostly foregone in favor of broken-family issues – well-intentioned but way too sentimental – Roll Bounce's bumpin' soundtrack and the final skate-off turn this mother sucka on for maximum retro pleasure. (1:47) Century 20. (Jesse Hawthorne Ficks)

Separate Lies The title may sound generic, but it's an accurate summation of t his story of death in plush places, a low-key thriller of manners that becomes a modest and quietly satisfying tale of a tested marriage. A fatal hit-and-run accident in the Buckinghamshire countryside ensnares a stolid, well-off solicitor (Tom Wilkinson), his emotion ally neglected wife (Emily Watson) an d her affectless playboy lover (Rupert Everett) in a roundelay of guilt-transference and complicity. Who was behind the wheel? Who should confess and who should keep quiet? Separate Lies first seems like another exercise in civilized nastiness and beastly bourgeois hypocrisy, but it avoids petty misanthropy, instead treating even the trashiest characters with very old-fashioned humanism, so that when the screws are steadily tightened, each plot twist seems organic rather than just another hoop for the players to leap through. Making his directorial debut after having written Gosford Park, Julian Fellowes operates with finesse, but the film would be slight if Wilkinson and Watson weren't giving some of the best performances of their careers. (1:27) California, Opera Plaza. (Amanatullah)

*Serenity From the opening spaceship chase scene over a wild west planet, to the final showdown with scary, ultraviolent cannibals, Joss Whedon's Serenity delivers the kind of smarty-pants science fiction action his fans expect. Whether this movie spin-off of Whedon's cult SF-western TV series, < I>Firefly, will work for the Star Wars and War of the Worlds crowds is another matter. Exciting and well-written, Serenity isn't exactly a special-effects extravaganza. Instead, it's a character study of a small group of renegades whose revolution was crushed by the wealthy, imperial Alliance (a mishmash of the former US and Chinese governments) several years before the film begins. On the frontiers of known space, the crew of the ship Serenity is lead by former rebel leader Capt. Malcolm Reynolds (Nathan Fillion) and his first officer, Zoe (the amazing Gina Torres). They've become outlaws to survive. But their thieving goes awry when Malcolm decides to steer the crew on a final – and possibly fatal – mission to undermine the social controls of the Alliance. In the process, they'll solve the mystery of Serenity's most mysterious crew member, a psychic, superpowerful young woman named River whose brain was modified by Alliance doctors. Fun, action-packed, and full of bizarre future-Mandarin curses, Serenity is sure to please anyone who likes adventure stories with brains. (1:59) 1000 Van Ness, Century 20, Kabuki, Shattuck. (Annalee Newitz)

*Thumbsucker "Sensitive" masculine coming-of-age quandaries are found in Mike Mills's Thumbsucker, a likable, pointedly critical American snapshot that nonetheless illustrates the current  0; somewhat immature? – US indie tendency to cling to liberal milieus rather than infiltrate conservative ones. Given Mills's fondness for silly slogan T-shirts, black-hair-by-Clairol teen sirens, and off-kilter characters – Keanu Reeves's New Age dentist is a genius stroke of cameo star-casting – he has a kinship of sorts with Miranda July. There's something potentially radical about a thumbsucking main man, though Mills never really investigates the psychosexual aspects of the first addiction favored by ADHD high-schooler Justin (Lou Pucci) beyond father-substitute Reeves's assertion that he's found a replacement for Mom's breast. Television and psychopharmaceuticals are the two main targets Mills takes aim at from a postrecovery vantage point. Thankfully, he's too irreverent to be righteous, letting wisecracks and Justin's debate-club travels prove his points. (1:36) Lumiere. (Huston)

*Tim Burton's Corpse Bride God bless Tim Burton, the ever-lovin' freak. Just when you thought he'd become completely immersed in the tar pit-like sap of Big Fish or encased in the sickly hard candy shell of Charlie and the Chocolate Factory, he emerges like a stop-motion butterfly with this visually stunning, thoroughly winsome fable. And he manages to rescue Johnny Depp (at least his vocal chords) in the process. Not since the Depp-Burton love-match Edward Scissorhands has the di rector displayed such a knack for conjuring Gothic morbidity leavened with a gentle, childlike sweetness. Depp plays sad-sack hero Victor Van Dort, whose resolve is even more precarious than his Skellington-esque spindly legs. He's meant to be the every-puppet in this scenario, but the surprising emotional core is the wistful Corpse Bride herself. Possessing the body of former Burton flame Lisa Marie (she's voiced by current squeeze Helena Bonham Carter) and adorned with blue Play-Doh Fun Factory hair and Courtney Love's (new) lips, she's a gorgeous-frightening misfit who just wants to be loved – is that so wrong? Call her Bride of Scissorhands. (1:15) 1000 Van Ness, California, Century 20, Century Plaza, Grand Lake, Kabuki. (Devereaux)

Two for the Money Desperate for a morality play about a naive wunderkind and his greasy, Svengali-like mentor? Well, while you're waiting for that Netflix copy of Wall Street to arrive, this cautionary tale about the high-stakes world of sports-betting consultants should tide you over. Al Pacino plays "legal" gambling impresario Walter Abrams, a kind of 21st-century Gordon Gekko with a self-persecution complex (he's also in Gamblers Anonymous). Pacino is in full bug-eyed screaming mode, but costar Matthew McConaughey somehow still manages to out-chew him in a performance that can only be described as "hash-cocky" (picture Tom Cruise in Cocktail, only really, really baked). Full of action-packed TV-watching and covered in a rich patina of homoeroticism, Two for the Money is good for a few guffaws, but its '80s-soaked irrelevancy is sure to leave a bad taste in your mouth. Unless you're a big fan of wine coolers. (1:56) 1000 Van Ness, Century 20, Century Plaza, Kabuki. (Devereaux)

Waiting ... Writer-director Rob McKittrick's first feature is set during one afternoon-to-closing shift at Shenanigan's, a middlebrow eatery in the vein of Applebee's or Sizzler. This happens to be the first day for high school-aged trainee Mitch (John Francis Daley), whose nonplussed reactions are meant to underline just how the wild 'n' wacky the staff here is. They are led by snarky, underage-womanizing waiter Monty (Ryan Reynolds), his cynical onetime girlfriend Serena (Anna Faris), his nice-guy housemate Dean (Justin Long), plus the lesbian bartender, teenage wiggers, and various others, including two who are pretty much defined by being pee-shy and saying "fuck" a lot (respectively). This is a movie whose central running gag revolves around something called "the penis-showing game." At one point Faris calls the humor of all these twentysomething-going-on-twelve jackoffs "an exercise in retarded homophobic futility," and elsewhere muses, "If you guys go five minutes without referencing your genitals, I 'll be amazed." Y'know, having a character nail the peurile lameness of your crushingly unfunny and derivative flick doesn't make its failings "ironical" – just more pathetic. If you are old enough to get into the R-rated yet wholly juvenile Waiting ... alone, you're old enough to recall that even Porky's Revenge was better. (1:33) 1000 Van Ness, Century 20, Century Plaza. (Harvey)

*Wallace and Gromit: The Curse of the Were-Rabbit Aardman's adorable claymation heroes finally get their own full-length film, codirected by Steve Box and critter creator Nick Park. Though Were-Rabbit is hardly a transcendant work of cinematic greatness, it is the best kind of children's film, which is the kind that pleases kids and parents alike (as well as nonparental adults, though perhaps to a lesser degree). The overriding joke – that the dog, Gromit, is smarter than the man, Wallace (voiced by Peter Sallis) – serves Were-Rabbit's fanciful story well, as cheese-loving inventor Wallace accidently transforms himself into the title monster on the eve of a giant-vegetable competition hosted by his carrot-haired crush (Helena Bonham-Carter, on an animated roll after Corpse Bride). Na turally, it's up to Gromit – who can d rive cars, handle power tools, and even fly airplanes, not to mention overcome his muteness with wryly evocative gestures and express ions – to save his master from a gun-toting romantic rival (Ralph Fiennes). For maximum hare-raising, watch this film, then go home and read Bunnicula with the rugrats. (1:25) 1000 Van Ness, California, Century 20, Century Plaza, Grand Lake, Kabuki, Orinda, Presidio. (Eddy)

Rep picks

*'Reverence: The Films of Owen Land' Often classified as a pioneer of structuralist cinema, Land (known for most of his career as George Landow) left behind a body of 1960s and '70s work that is more unclassifiable than that – as elusive of categorization as his activities since then have been. This two-evening retrospective offers 14 short films from that era, as well as (on Program Two) a "special in-progress preview" of a new, locally shot effort. Though Land noted in 1969 that his films were "not intended as entertainment or easy viewing [or] to engage the spectator on an emotional level," there's a delightful trickster sensibility behind otherwise widely divergent experimental films that mocks the authority of the medium itself as witness to, or preserver of, truth. The 18-minute "On the Marriage Broker Joke As Cited by Sigmund Freud in Wit and Its Relation to the Unconscious or Can the Avant-Garde Artist Be Wholed?" is a hilarious Dadaist collage of staged footage posing as "found," ; purporting to solemnly investigate links between arranged wedlock, pandas, and the marketing of Japanese salted plums. In "No Sir, Orison!" a theatrical tenor bursts into song, then silent prayer in a supermarket aisle; "Institutional Quality" is a mock instructional film "answered" seven years later by "New, Improved Institutional Quality"; "Wide Angle Saxon," and two other titles deal with Christian documentary subject matter in the most ambivalent ways imaginable. Elsewhere, you'll find simple animation ("The Film That Rises to the Surface of Clarified Butter"), cinematic documents deconstructed ("What's Wrong with This Picture?" Pts. 1 and 2), and silent psychedelia ("Bardo Follies"). San Francisco Cinematheque. (Harvey)