FILMS IN FOCUS

COLOR ME KUBRICK - Here is a double law about con artist movies: Watching a clever person con bright people can be very entertaining; watching a sloppy hoaxer con stupid or ignorant people is only a fool’s delight. The first truth will be affirmed by “The Hoax,” the coming (April 6) movie with Richard Gere as con wizard Clifford Irving. The second is confirmed by “Color Me Kubrick,” a flippant British comedy about the real but implausible hustler Alan Conway, who pretended to be director Stanley Kubrick while Kubrick was still alive (both have since died). Whatever he thought of Conway, a verbose mess, perfectionist Kubrick probably wouldn’t have cared much for the film, a less remarkable mess. He might have enjoyed John Malkovich, who gains some relief from being John Malkovich by impersonating the Kubrick impersonator. It’s cute when classical music used in Kubrick films is employed here. And Kubie-baby is quite a name-dropper (“The trouble with Marlon is he thinks he’s Brando”). The zinger about “Miss Kirk Douglas” is pushing the pedal too far. Never remotely probing, even when Conway cons himself into psychiatric treatment, “Color Me Kubrick” is a goof and a doodle. It can make you pine for John Hurt in “The Naked Civil Servant” or the truly witty faker played by Peter Sellers in Kubrick’s “Lolita.” A Magnolia Pictures release. Director: Brian Cook. Writer: Anthony Prewin. Cast: John Malkovich, Jim Davidson, Richard E. Grant, Terence Rigby, Luke Mabley. Running time: 1 hour, 29 minutes. Unrated. 2 stars.

PRIDE - “Pride” is one of those film titles, like “Victory,” “Gold,” “Winning” and “Perfect,” suited to a movie of very obvious purpose and delivery. Not much thinking required. As with those, so again with “Pride,” a sincere and plodding treatment of Philadelphia swimming coach Jim Ellis. Terrence Howard, who came to some fame and justified acclaim with “Hustle & Flow,” plays Ellis, again uniting soft-eyed charm with harder textures. As a teen, inflamed by racism at a swim meet, Ellis socked a cop. So he has a police record, and since (10 years later) he can’t get the job he wanted teaching math, he becomes a coach at Marc Foster Recreation Center, though its slum dilapidation is sized up by the sign: Mrc Foser Recation Cent. Ellis recruits local boys, a muscular, engaging bunch, plus a slight, sparky girl (Regine Nehy). And there’s a shrimpy boy with a stutter, as go-for-it mascot. There is a ghetto thug for tension, and sweaty workouts alternate with urgent Ellis speeches like, “You either work as a team, or you’re nothing.” Even as the black swimmers improve and become competitive, the movie tends to dog paddle. Not even Howard’s genuine appeal, or his can-do kids, can keep “Pride” out of the shallow end of the pool. A Lions Gate Films release. Director: Sunu Gonera. Writers: Kevin Michael Smith, Michael Gozzard. Cast: Terrence Howard, Bernie Mac, Kimberly Elise, Tom Arnold, Regine Nehy. Running time: 1 hour, 45 minutes. Rated PG. 2 stars.

PREMONITION - Alfred Hitchcock has been dead since 1980, but he didn’t leave his lessons on how to make taut thrillers in an unmarked grave. Somebody, please, get a few of those lessons to the makers of “Premonition.” Not exactly a thriller, never quite a chiller, hardly suspenseful, it is, at best, a Sandra Bullock vehicle made of vanishing vapors. As Linda, she goes through the whole movie wondering if husband Jim is dead, or will die, or if she’s dreaming, or having a psychic vision, or just having her head bounce as the ball on the script’s roulette wheel. Jim, played as a stolid hunk of generic husband and dad by Julian McMahon, is constantly running off to business engagements. Which is, perhaps, a functionally viable definition of death. One day he’s dead, the next day he’s in her bed (alive?). The only thing carrying this doozy along is the personality of Bullock: sane, honest, stable, warmly sympathetic. That she has evolved beyond the long girlish phase of her career means she needs womanly options that are not patched together from mindless “concepts” like “Premonition.” An MGM release. Director: Mennan Yapo. Writer: Bill Kelly. Cast: Sandra Bullock, Julian McMahon, Kate Nelligan, Nia Long, Peter Stormare. Running time: 1 hour, 45 minutes, Rated PG-13; 1 star.

BLACK SNAKE MOAN - Perhaps not since Susan George slathered her body all over Sam Peckinpah’s “Straw Dogs” (1971) has an actress achieved such sluttiness as Christina Ricci in “Black Snake Moan.” The title alone should warn off Ricci’s early fans, who loved the moon-faced cutie of “The Addams Family” (1991). That girl is gone. Now, as sexpot Rae, Ricci is slenderly nubile and runs around clothed in sweat, a skimpy half-top and tiny panties. Old abuse vibes trigger nymphomania in Rae, who adores bullet-headed lover Ronnie (Justin Timberlake) but, once he exits, is available to his best friend and other studs. With less verve, Rae is a waif-eyed young woman, treated as less than a whore. Director and writer Craig Brewer wallows luridly with her, while Samuel L. Jackson steals the movie as Laz (Lazarus). When Laz discovers Rae bloodily beaten on the road after her latest rape encounter, he takes her in, charitably. The ruling idea is that Laz, though full of blues old and new, will deny himself devil lust and so save them both. There are facile abortion mentions and dim stuff about Rae’s miserable mother. But the movie snakes along with an earthy hiss, thanks to music, Jackson and Ricci’s painful availability. A Paramount Vantage release. Director, writer: Craig Brewer. Cast: Samuel L. Jackson, Christina Ricci, Justin Timberlake, John Cothran Jr., Michael Raymond-James. Running time: 1 hour, 56 minutes. Rated R. 2 1/2 stars.

ZODIAC - “Zodiac,” the movie, is a killer. Zodiac, the killer, is an elusive psychopath who terrorized and taunted the Bay Area beginning in the late ‘60s, mocking police and newspaper reporters who became fixated on nailing him. They never did. Director David Fincher, noted for dark and disturbing tales like “Fight Club” and “Seven,” has made a provocative film that is less about the grisly details of the murders - though they are presented in gripping set pieces - than what the obsession to find the manipulating maniac did to the journalists and detectives enveloped by this grim, tough case. At more than 2 1/2 hours, “Zodiac” is like a deep, involving book, a page-turner that you can’t put down. You keep reading and, in this case, you keep watching. A Paramount Pictures and Warner Bros. Pictures release. Director: David Fincher. Writers: James Vanderbilt (screenplay) and Robert Graysmith (book). Cast: Jake Gyllenhaal, Mark Ruffalo and Robert Downey Jr. Running time: 2 hours, 34 minutes. Rated R. 3 1/2 stars.
300 - Some movies of carnage open our minds to war, death and history in a valid way, like Clint Eastwood’s Iwo Jima films. And then there are the bloody piles of raw meat for finger-lickin’ oafs, like “Apocalypto” and “300.” The movie has even more death than Mel Gibson’s Mayan epic, a gain that adds up to a minus. Zack Snyder of “Dawn of the Dead” (the 2004 version) filmed Frank Miller’s graphic novel, about the brave 300 Spartans who blooded the huge Persian army at Thermopylae in 480 BC. It sure is graphic. And ugly. Shot as a vision of digital mud smeared with frosty whites and spraying spots of computerized blood, “300” is not for fans of Richard Egan in “The 300 Spartans” (1962). There are endless spearings and beheadings, plus dying horses and a whole wall made of corpses. You wouldn’t wish to smell this movie, but we nearly can. It is too dumb as drama, even as war spectacle, to be transporting, frightening or sickening. Just numbing. A Warner Bros. release. Director: Zack Snyder. Cast: Gerard Butler, Lena Headey, Dominic West, Rodrigo Santoro. Running time: 1 hour, 57 minutes; Rated R; 1 star.

THE ASTRONAUT FARMER - Heading south from the quirks of “Twin Falls Idaho,” the Polish brothers (Mark, Michael) have gone to New Mexico, which subs for Texas, and made a sweet, congenial comedy of dreams. “The Astronaut Farmer” contains no murderously jealous astronauts. Billy Bob Thornton, looking more than ever like a Dust Bowl version of Humphrey Bogart, is the dreamer named Farmer who wants to be an astronaut. Charles Farmer was once a hot Air Force pilot, but when his father died (suicide), he fell from NASA training and settled on the ranch, where cattle deposits and bank debts pile up. So what to do, stuck with 300-plus acres, a big barn and time to tinker? Of course: build a mighty rocket, with flight capsule on top. This oddball has something beyond root-for-the-roots sentiments. Thornton, well into his own orbit, is very genuinely appealing as a guy who wires his big dream machine to a loose but glowing screw in his head. Rise up, farm bird. A Warner Bros. release. Director: Michael Polish. Writers: Mark and Michael Polish. Cast: Billy Bob Thornton, Virginia Madsen, Bruce Willis, Bruce Dern, J.K. Simmons, Gary Houston, Tim Blake Nelson. Running time: 1 hour, 50 minutes. Rated PG. 3 stars.

BRIDGE TO TERABITHIA - “Bridge to Terabithia” takes us down the old pike of Disney dreams, out past Norman Rockwell Estates toward Narnia City. It’s a good trip. Katherine Paterson’s prize-winning family novel has been adapted (partly by her son David) into a fluent, winning Disney vehicle. Set in one of those cozy, idyllic towns that is partly suburban, mostly country, never urban enough to feel threatening, it is a story of youth surviving the puberty years (with mere winks of sexual interest). Josh Hutcherson is appealing Jesse, son in a large rural family, quietly artistic but all-guy. He is befriended by the spunky new neighbor, Leslie, played by hugely engaging AnnaSophia Robb. Her brisk, captivating smile is the golden ticket to a fantasyland in the woods that she names Terabithia. A lot of parents beg, bark and whine for family fare at the movies. “Bridge” shucks even its corn quota well, giving those parents (and their kids) what they claim to want. Folks, don’t wait for the DVD. A Buena Vista Pictures release. Director: Gabor Csupo. Writers: Jeff Stockwell, David Paterson. Cast: Josh Hutcherson, AnnaSophia Robb, Zooey Deschanel, Robert Patrick. Running time: 1 hour, 35 minutes. Rated PG. 3 stars.

THE NUMBER 23 - It’s supposed to get downright spooky after a while. Except it doesn’t. Animal-control guy - that is, dogcatcher - Walter Sparrow (Jim Carrey) starts reading a tattered little self-published novel called “The Number 23” that his wife, Agatha (Virginia Madsen), picked up in a used bookstore. Eerily, the plot of the book parallels his own life. Eerier still - except it’s not - is the book’s fascination with what’s known in certain more suggestible circles as “the 23 enigma.” Carrey for the most part dials down his energy level, but given that he’s calibrated differently from the rest of us, his Walter is strung taut enough that even semi-dozing in his doggie van he suggests oncoming heebie-jeebies. A New Line Cinema release. Director: Joel Schumacher. Writer: Fernley Phillips. Cast: Jim Carrey, Virginia Madsen, Danny Huston, Rhona Mitra, Lynn Collins. Running time: 1 hour, 35 minutes. Rated R. 1 1/2 stars.

BECAUSE I SAID SO - Lord knows, Diane Keaton is a trouper. Looking at her in "Because I Said So" might make you reach for a trouper scooper. As Daphne, Keaton has gone beyond her famously trademark fizz into something like doomsday daffiness. The hip queen of cutes is here ginchy in a weirdly geriatric way. Every line in her face screams "adore me." Daphne keeps smiling, even during hissy fits about her effort to marry off daughter Milly (Mandy Moore), a caterer in Venice (California, not Italy). Sisters Mae (truly cute Piper Perabo) and Maggie (Lauren Graham, the only one to seem viably adult) are marginalized, while Milly rules mom's smothering agenda that shoves her into meet-cutes with hunkos Jason and Johnny. Jason (Tom Everett Scott) is a smug architect who preens his good taste in Italian wines and patronizes Milly (easy to do). Johnny (Gabriel Macht) is a sensitive single with an obnoxious show-brat kid. The plot pinballs Milly between them, while Daphne connives and twitters, and the sisters crack gags or join in snappy singalongs. A Universal Pictures release. Director: Michael Lehmann. Writers: Karen Leigh Hopkins, Jessie Nelson. Cast: Diane Keaton, Mandy Moore, Tom Everett Scott, Lauren Graham, Piper Perabo, Gabriel Macht, Stephen Collins. Running time: 1 hour, 47 minutes. Rated PG-13. 1 star.

SMOKIN' ACES - "Smokin' Aces" excavates a hole, then eats dirt. It has the brash, eager rottenness of a cynical movie for cynical people. The intended audience must be the fan club for "Scarface" (Al Pacino's), anyone who has made a superficial pass at Quentin Tarantino's work, and anyone who felt challenged by "Fear and Loathing in Las Vegas." This could be "Fear and Loathing and Nausea and Nonsense in Reno," where Buddy "Aces" Israel bunkers conspicuously in a casino hotel penthouse, even though wanted by the mob, about a dozen angry law agencies and numerous hired assassins. Buddy seems to be the partner, son or fallen alter-ego of a dying don. He is also a legendary lounge headliner, though his talents are, a) insulting people, and b) doing card tricks on stage, introduced by Wayne Newton. "Smokin' Aces," which quickly offs Ben Affleck but lingers piously over the slow death of a hotel guard, packs even dermatological heat. Deadly lighting emphasizes sores and blemishes. Only sleek rapper Common, as a bodyguard and love hunk, glowing even in shadows, doesn't seem stuck in a cheap photo booth. Less favored is Alex Rocco, forever memorable as Moe Greene in "The Godfather." Such careers always come down - but down to this? A Universal Pictures release. Director, writer: Joe Carnahan. Cast: Ben Affleck, Jason Bateman, Andy Garcia, Wayne Newton, Ray Liotta, Common, Jeremy Piven, Taraji P. Henson. Running time: 1 hour, 44 minutes. Rated R. 0 stars.

ARTHUR AND THE INVINCIBLES - Luc Besson's new movie is a little like "The Matrix" redone by troll dolls. Its original French title (translated) is "Arthur and the Minimoys," but since it apparently was decided Americans would have no clue what Minimoys are (and the French do?), the movie's animated little people were rechristened the "Invisibles." Which they're not exactly, but, ahem ... we forge ahead. Arthur (Freddie Highmore) is an adventurous and imaginative kid who, for a resident of rural Connecticut, speaks with a startlingly thick British accent. He lives in a cinematically ramshackle house with his good-hearted granny (Mia Farrow), and spends most of his time looking for clues to the whereabouts of his beloved grandfather, an intrepid explorer who vanished some time back while searching for a missing pile of rubies. Director: Luc Besson. Writers: Luc Besson, Celine Garcia. Cast: Freddie Highmore, Mia Farrow. Voice cast: David Bowie, Madonna, Jimmy Fallon, Robert De Niro, Harvey Keitel, Emilio Estevez, Snoop Dogg. Running time: 1 hour, 42 minutes. Rated PG. 2 stars.

CATCH AND RELEASE - As written and directed by Susannah Grant - her top time as a film writer was "Erin Brockovich" - "Catch and Release" is like a box of tissue she's given herself: pastel, nicely scented, with cute stick figures on the box. Jennifer Garner is Gray, whose scrubbed, squared prettiness is fit for a Mother Jones cover. But Gray is sad. Fiance Grady has died, his funeral happening on what was to be their wedding day (just the thought of Gray plus Grady is a bit depressing). She mourns with his pals, and bunks down in a fine old place in Boulder, Colo. Sensitive, gardening Dennis (Sam Jaeger) pines for Gray but can't find a girlfriend. Sam, the big chunk with Jack Black zingers and quality quotes is acted amiably by Kevin Smith. The stud from Malibu, Fritz (Timothy Olyphant), even gets called Mr. Yummy. Calling this a chick flick is maybe too easy. The film is for people who want to leave the house but watch TV without going to a bar or hotel. Bring along a remote and you can be fully comfortable. A Columbia Pictures release. Director, writer: Susannah Grant. Cast: Jennifer Garner, Kevin Smith, Timothy Olyphant, Juliette Lewis, Sam Jaeger, Fiona Shaw. Running time: 1 hour, 50 minutes. Rated PG-13. 2 stars

ALPHA DOG - Just 12 days into 2007, the bilge pumps are working overtime again down at the multiplex. The new creme de drain is "Alpha Dog." It's all here: a "true to life" story with cheesy docudrama touches, including specific time mentions ("Chucky Mota's apartment, 3:32 p.m."); blurry Southern California mix of low-rent and showplace dwellings; young white studs imitating black argot ("Chill out, dog") while making racist remarks; pitifully childish adults and prematurely jaded "kids"; rivers of casual sex and drugs; crime festering in a sidewinder story vamped with cuts and split screens. It is all so done and overdone, so regurgitated, so late-night TV and what-else-is-new-in-hell. The warnings about drugs and flippant sex are yellowed leaflets, the boys empty preeners, the girls so eager to whore down, the justice system decisive but basically remote from lives frantic to trash themselves. A Universal Pictures release. Director, writer: Nick Cassavetes. Cast: Emile Hirsch, Ben Foster, Justin Timberlake, Harry Dean Stanton, Anton Yelchin, Sharon Stone, Bruce Willis, Dominique Swain. Running time: 1 hour, 57 minutes. Rated R. 1 star..

LETTERS FROM IWO JIMA - Filmed by Clint Eastwood soon after he made "Flags of Our Fathers," "Letters From Iwo Jima" tells of the same battle on the little island, from the Japanese viewpoint. Each film is good. Together, they're quite remarkable. Both are strong and large. Neither shirks from carnage, nor revels in it. Nearly all the Japanese garrison died (and American casualties were among the worst of the war). A film so balanced and incisive as "Letters From Iwo Jima" (Kuribayashi's letters home are an effective, not corny, element) in no way excuses or rationalizes rampant Japanese atrocities in China, the Philippines and elsewhere. Eastwood offers a soberly true sense of how and why the Japanese fought and died, and how personal was the cost of this volcanic island. No famous flag-raising ennobles this occasion (and no publicity campaign disfigures it). But, in a curiously Japanese way, as his art arrives in firm brush strokes, Clint Eastwood has made a deeply honorable film. A Warner Bros. release. Director: Clint Eastwood. Writer: Iris Yamashita. Cast: Ken Watanabe, Kazunari Ninomiya, Tsuyoshi Ihara, Ryo Kase. Running time: 2 hours, 10 minutes. Rated R. 4 stars.

NOTES ON A SCANDAL - When British actors are on a mighty rip - or the slow, sure buildup to a grand convulsion - the pressure can turn dizzy. This happens in "Notes on a Scandal." Judi Dench has one of the plummiest roles in her cake of a career, as lonely, treacherous teacher Barbara Covett. This is perhaps the greatest performance of a bitter, conniving spinster since Agnes Moorehead in "The Magnificent Ambersons" (1942), but Moorhead had a fairly small role, while Dench rules this film like an evil queen. She must split the spotlight with another champion, Cate Blanchett. As Sheba, the new, rather naive teacher at a tough London school, Blanchett is lured into the web that Barbara spins. The old spider has a lesbian crush on the chalk-white beauty, but her need to pull strings on people far exceeds any sexual urge. Barbara keeps a diary, and narrates her scheming with poisonous pedantry. She's a snob and a shrew, but articulate. She envies Sheba's youth and fuller life, although husband Richard (Bill Nighy) is much older and drinks, the teen daughter pouts and the son is mentally handicapped. Nobody snuffs Blanchett, but Dench, the older pro, has the best lines and the ruling role. Few actresses have allowed themselves to look so ugly (physically and inwardly) on screen. Barbara's vile corruption is not a gargoyle jamboree like Bette Davis in "What Ever Happened to Baby Jane?" If enough Oscar voters can see this movie without flinching, Helen Mirren ("The Queen") may have to forfeit the crown many have prematurely awarded her. If Dench takes the prize, and Forest Whitaker does for his Idi Amin, it will truly be a monsters' ball. A Fox Searchlight release. Director: Richard Eyre. Writer: Patrick Marber. Cast: Judi Dench, Cate Blanchett, Bill Nighy, Andrew Simpson, Alice Bird. Running time: 1 hour, 51 minutes. Rated R. 3 1/2 stars.

CHILDREN OF MEN - Here is your post-holiday depression pill: "Children of Men." Not to relieve depression. To cause it. Alfonso Cuaron's film, from a P.D. James novel, should be called "Children of Women." After all, it's about a near-future in which women have been infertile for around 18 years, no babes live (except animals), and only women could stage the natal recovery to get humanity breeding again. It feels like a loose thinker's remake of "1984" in the manner of sci-fi catastrophist J.G. Ballard. Clive Owen, not so much Mitchumesque this time as a rancid Mitchum hangover, plays Theo. A variant on George Orwell's Winston, the decent guy drinks hard for good reason - the whole bloody world has gone crazy. Mostly the story kills off good actors. Among them are Michael Caine, Chiwetel Ejiofor, Peter Mullan and, as the final, mordant director of the Tate Gallery, grimly glad to have filched Picasso's "Guernica" and Michelangelo's David out of ruined Europe, the suavely sad Danny Huston. Bodies pile up. Rot fosters. But an infantile cry is heard in the world, and the depressed nanny in us stirs, having nursed this baby through a bad night and wanting a better sequel. A Warner Bros. and DreamWorks release. Director: Alfonso Cuaron. Writers: Alfonso Cuaron, Timothy J. Sexton. Cast: Clive Owen, Julianne Moore, Michael Caine, Clare-Hope Ashitey, Peter Mullan, Chiwetel Ejiofor. Running time: 1 hour, 50 minutes. Rated R. 2 stars.

NIGHT AT THE MUSEUM - "Night at the Museum" is a pretty big bag of candy. It takes awhile for director Shawn Levy and the writers to find the fun-show rhythm, and during that time Ben Stiller seems only about half employed. But then he, the plot and the crafty effects sync into quite an amusing light entertainment. Stiller is a failed New York inventor who can't keep a job and takes a dull job as night guard in the massive Museum of Natural History. With obvious but nicely earned debts to "Gulliver's Travels," "Jumanji" and "The Incredible Shrinking Man," this Fox fantasy cranks up speed. As cave men, an Egyptian mummy, a skeletal dinosaur, Civil War troops and various critters come briskly to life, the feeling arrives of a Hardy Boys yarn tooled by hipsters on a budget. Robin Williams is about perfect as Teddy Roosevelt, liberating Larry from nerd doldrums, and Mizuo Peck is wistful Sacagawea, demurely weary of being trapped behind glass with Lewis & Clark. A 20th Century Fox release. Director: Shawn Levy. Writers: Ben Garant, Thomas Lennon. Cast: Ben Stiller, Carla Gugino, Mickey Rooney, Robin Williams, Dick Van Dyke, Bill Cobbs, Steve Coogan. Running time: 1 hour, 40 minutes. Rated PG. 3 stars.

THE GOOD GERMAN - In 'The Good German," George Clooney is a former American correspondent in Hitler's Berlin, he returns in uniform in 1945 to cover the postwar Potsdam Conference and gets caught up in intrigue. His private agenda beats world politics: He's still in love with ex-stringer Lena Brandt (Cate Blanchett), who served the Nazis and is still married to a fugitive German intellectual (Christian Oliver). The story is a grimy curtain to a rancid past. The film has no weight of history or nostalgia, just a serial-worthy plot involving Nazi secrets and the tech-nerd husband to whom Lena still feels loyal, hoping to escape the new Russian zone with help from the remarkably hapless Jake. A Warner Bros. release. Director, cinematographer: Steven Soderbergh. Writer: Paul Attanasio. Cast: Cate Blanchett, George Clooney, Tobey Maguire, Beau Bridges, Jack Thompson, Christian Oliver. Running time: 1 hr., 52 min. Rated R. 2 1/2 Stars.

NIGHT AT THE MUSEUM - "Night at the Museum" is a pretty big bag of candy. It takes awhile for director Shawn Levy and the writers to find the fun-show rhythm, and during that time Ben Stiller seems only about half employed. But then he, the plot and the crafty effects sync into quite an amusing light entertainment. Stiller is a failed New York inventor who can't keep a job and takes a dull job as night guard in the massive Museum of Natural History. With obvious but nicely earned debts to "Gulliver's Travels," "Jumanji" and "The Incredible Shrinking Man," this Fox fantasy cranks up speed. As cave men, an Egyptian mummy, a skeletal dinosaur, Civil War troops and various critters come briskly to life, the feeling arrives of a Hardy Boys yarn tooled by hipsters on a budget. Robin Williams is about perfect as Teddy Roosevelt, liberating Larry from nerd doldrums, and Mizuo Peck is wistful Sacagawea, demurely weary of being trapped behind glass with Lewis & Clark. A 20th Century Fox release. Director: Shawn Levy. Writers: Ben Garant, Thomas Lennon. Cast: Ben Stiller, Carla Gugino, Mickey Rooney, Robin Williams, Dick Van Dyke, Bill Cobbs, Steve Coogan. Running time: 1 hr., 40 min. Rated PG. 3 stars.

THE GOOD SHEPHERD - In "The Good Shepherd," Matt Damon is a WASP who joins Yale's secretive Skull & Bones Society. The secretive male club is for coming and current national leaders and a seed bed for the coming OSS spy network of World War II - and its postwar heir, the CIA. Presumptive elitist Ed fits right in. The plot piles up, from prewar Nazi intrigues to Blitz London, then postwar Berlin and the long Cold War. As framing device there is the CIA's big flop in 1961 at the Bay of Pigs, Cuba. Old news shots are livelier than the drama, but director Robert De Niro took trouble to texture and weight each scene. As Damon becomes more caught up in the spy world, we are left with lessons about parallel KGB and CIA cynicism, about sadly twisted love, about how bad choices can leave you empty. A Universal Pictures release. Director: Robert De Niro. Writer: Eric Roth. Cast: Matt Damon, Angelina Jolie, Robert De Niro, Tammy Blanchard, Alec Baldwin, William Hurt, Billy Crudup. Running time: 2 hours, 7 minutes. Rated R. 1 1/2 Stars.

WE ARE MARSHALL - "We Are Marshall" is a sports inspiration picture based on an actual tragedy: the Nov. 14, 1970, crash of a chartered plane near the airport at Huntington, W.Va. Nearly all of the Marshall University football team was wiped out. A lot of slashing edits gets us through the crash, the carnage, the engulfing shock as word spreads. For the Ohio River town, with the university as chief employer apart from an aged steel mill, football was the sport that mattered. The movie treats how, after the calamity, Marshall's president chose to rebuild "the thundering herd." The search for a new coach was tough. It led to Jack Lengyel, pulled out of an obscure school, looking to make a name. As Lengyel, Matthew McConaughey anchors the movie in one of his best roles. It's a savvy, funny performance that tends to sneak up charmingly on required pep talks and the big "up from ashes" speech at a cemetery. A Warner Bros. release. Director: McG. Writer: Jamie Linden. Cast: Matthew McConaughey, Matthew Fox, David Strathairn, Anthony Mackie, Ian McShane. Running time: 2 hours. Rated PG. 2 Stars.

ROCKY BALBOA - "Rocky Balboa" is about nostalgia. Star Sylvester Stallone is now 60. He tends to look it, though with good hair and a big rack of upper-body muscles. In this surely last sequel, Rocky hosts fans at his diner, tells boxing yarns, poses for snapshots, touts his food as "edible." He's affable but lonely, more sad-eyed than ever. In a Rocky movie that can mean only one thing: a miracle. So, current champ Mason "The Line" Dixon (Antonio Tarver) is a big brute, unbeaten but getting meager respect because he usually fights softies. What better image boost (and fast money haul) than a 10-round "exhibition" match with the old, flabby god of palookas? An MGM release. Director, writer: Sylvester Stallone. Cast: Sylvester Stallone, Burt Young, Milo Ventimiglia, Talia Shire, Antonio Tarver, Mike Tyson. Running time: 1 hour, 47 minutes. PG 2 1/2 stars.

THE PURSUIT OF HAPPYNESS - "The Pursuit of Happyness" is "inspired by a true story" and is, lo and behold, actually inspiring. One suspects that Thomas Jefferson, quoted in the movie, would have savored it. Jefferson's Declaration of Independence words about happiness keep recurring to Chris Gardner (Will Smith). In the story Chris must, to find happiness, endure quite a pursuit. Set in the early 1980s as the Reagan boom cooks, Steve Conrad's script is based on the actual Chris Gardner. He is a bright guy starting to feel some age, with limited prospects - he sells bone-scanning equipment to doctors but is often rejected, and before the movie's end we hate the boxed machine as if it were a hound of fate. Tragedy is no option here, despite some vapors of it, and though the ending is expected it's also quite moving. This is one of the few American movies to deal with how people live and survive. It admires smart brokers but also feels for the many people down below, and we know that Chris will not claim his "happyness" by becoming a cold fish in a glass office. A Columbia Pictures release. Director: Gabriele Muccino. Writer: Steve Conrad. Cast: Will Smith, Jaden Christopher Syre Smith, Thandie Newton, James Karen, Brian Howe. Running time: 1 hour, 56 minutes. Rated PG-13. 3 1/2 stars.

RATINGS

4 STARS - Excellent.

3 STARS - Worthy.

2 STARS - Mixed.

1 STAR - Poor.

0 - Forget It.

NR - Not Rated.

Capsules compiled from movie reviews written by David Elliott, film critic for The San Diego Union-Tribune, and other staff writers.