Highlights of the fall film slate (release dates are subject to change, and some films will play in limited release).
ALL THE KING'S MEN: Sean Penn is a flamboyant political boss in a new adaptation of Robert Penn Warren's novel. With Jude Law, Kate Winslet, Anthony Hopkins and James Gandolfini.
AMERICAN HARDCORE: The lives and influence of American punk rockers from 1980 to '86 are explored in this documentary.
THE BLACK DAHLIA: Brian De Palma adapts James Ellroy's novel about a Hollywood starlet's 1947 murder. With Scarlett Johansson, Josh Hartnett and Hilary Swank.
CONFETTI: A mock documentary follows the mania of a magazine contest among three couples to create the glitziest wedding.
THE COVENANT: A death at a private school threatens to expose four students descended from an ancient line of families with supernatural powers.
CRANK: A poisoned hit man (Jason Statham) races to save his girlfriend and find an antidote to keep himself alive.
CROSSOVER: Two street basketball players (Anthony Mackie and Wesley Jonathan) take on the reigning champs of the underground sport.
EVERYONE'S HERO: The late Christopher Reeve is among the credited directors on this animated tale of a boy's cross-country trek.
FLYBOYS: A group of American pilots pioneer aerial warfare during World War I. With James Franco.
GRIDIRON GANG: Probation officers (Dwayne "The Rock" Johnson and Xzibit) transform incarcerated teen felons into a football squad.
THE GROUND TRUTH: U.S. soldiers returning from Iraq discuss their difficult homecomings and their disillusionment with their service.
THE GUARDIAN: A Coast Guard rescue swimmer (Kevin Costner) and his protege (Ashton Kutcher) brave the icy waters of Alaska.
A GUIDE TO RECOGNIZING YOUR SAINTS: The mean-streets youth of a writer (Robert Downey Jr.) plays out in flashbacks during a visit home to Queens.
HOLLYWOODLAND: Ben Affleck, Adrien Brody and Diane Lane star in a dramatization of the mysterious death of George Reeves, star of TV's "Adventures of Superman."
JACKASS NUMBER TWO: Johnny Knoxville, Steve-O and their fellow pranksters carry out another round of crazy stunts and antics.
JESUS CAMP: A documentary follows children at a summer camp where born-again Christians seek to shape their leaders of tomorrow.
JET LI'S FEARLESS: The action master plays real-life martial-arts figure Huo Yuanjia, a legendary fighter in early 20th century China.
KEEPING MUM: A new housekeeper tidies up the messy lives of a British vicar and his wife (Rowan Atkinson and Kristin Scott Thomas).
THE LAST KING OF SCOTLAND: A Scottish doctor (James McAvoy) working in Uganda is chosen by dictator Idi Amin (Forest Whitaker) as his personal physician.
THE LAST KISS: A young architect (Zach Braff) cheats on his pregnant girlfriend in a comic drama about thirtysomethings coping with adulthood.
LOOKING FOR KITTY: Edward Burns directs and stars in the story of a down-and-out private detective searching for a missing wife.
OPEN SEASON: A pampered grizzly bear (voiced by Martin Lawrence) learns about life in the wild in this animated comedy. Also with the voice of Ashton Kutcher.
THE QUEEN: Helen Mirren is Queen Elizabeth II as she deals with the aftermath of Princess Diana's death. Stephen Frears directs.
RENAISSANCE: A cop pursues a kidnapped scientist in this animated sci-fi tale set in Paris of 2054. Daniel Craig and Romola Garai lead the voice cast.
RIDING ALONE FOR THOUSANDS OF MILES: A Japanese man tries to reconnect with his son during a journey in China. Zhang Yimou ("Hero") directs.
THE SCIENCE OF SLEEP: The lines blur between waking and dream life for a young eccentric (Gael Garcia Bernal).
SCHOOL FOR SCOUNDRELS: A wimp (Jon Heder) ends up in an alpha-male showdown with the teacher (Billy Bob Thornton) of his confidence-building class.
SHERRYBABY: A junkie and ex-con (Maggie Gyllenhaal) stumbles in her efforts to clean up and regain custody of her daughter.
THIS FILM IS NOT YET RATED: A documentary probes Hollywood's much-maligned system of rating movies for sex, violence and thematic content.
THE U.S. VS. JOHN LENNON: The former Beatle's fierce anti-Vietnam stance makes him a person of interest to the feds in this documentary.
THE WICKER MAN: A policeman (Nicolas Cage) encounters an eerie society on an island where he's searching for his girlfriend's lost daughter.
ALEX RIDER: OPERATION STORMBREAKER: A teen (Alex Pettyfer) is recruited as a super spy by British intelligence after the death of his undercover uncle.
BABEL: Brad Pitt and Cate Blanchett lead an ensemble drama about families around the globe loosely connected by tragic events.
CATCH A FIRE: An apolitical soccer player (Derek Luke) is moved to violent rebellion against South Africa's apartheid government. With Tim Robbins.
COCAINE COWBOYS: The Colombia-to-Miami drug trade is scrutinized in this documentary.
COPYING BEETHOVEN: A music student (Diane Kruger) lands a dream gig as copyist for Beethoven (Ed Harris).
DELIVER US FROM EVIL: A documentary traces the shocking career of pedophile Roman Catholic priest Oliver O'Grady.
THE DEPARTED: Martin Scorsese directs Leonardo DiCaprio, Matt Damon and Jack Nicholson in a tale of cops and mobsters who plant moles in the enemies' midst.
DRIVING LESSONS: A British teen (Rupert Grint) from a religious family bonds with a saucy actress (Julie Walters). Laura Linney co-stars.
FLAGS OF OUR FATHERS: Clint Eastwood directs a war saga about soldiers immortalized raising the U.S. flag at Iwo Jima. With Ryan Phillippe, Paul Walker and Barry Pepper.
FLICKA: A new adaptation of the family novel "My Friend Flicka" stars Alison Lohman as a teen training a wild mustang as a riding horse.
THE GRUDGE 2: The ghostly infection of rage lives on in a sequel to the horror hit. Amber Tamblyn stars.
INFAMOUS: Author Truman Capote (Toby Jones) sets off on a dark path as he creates the true-crime novel "In Cold Blood." With Sandra Bullock and Daniel Craig.
LITTLE CHILDREN: Married couples and their kids find kinship, melodrama and danger on their small-town streets. With Kate Winslet and Jennifer Connelly.
MAN OF THE YEAR: Robin Williams is a political talk-show firebrand who winds up elected president. Barry Levinson directs.
MARIE ANTOINETTE: Kirsten Dunst is the 18th century teen queen whose reign of excess preceded the French Revolution. Sofia Coppola directs.
THE MARINE: An Iraq War veteran (wrestler John Cena) takes on the thugs who kidnapped his wife (Kelly Carlson).
NEARING GRACE: A teen copes with a broken home life after his mother's death. With David Morse and Jordana Brewster.
THE NIGHTMARE BEFORE CHRISTMAS 3-D: Tim Burton's stop-motion animated Halloween tale returns in a three-dimensional format.
THE PRESTIGE: Rival magicians (Hugh Jackman and Christian Bale) wage a lifelong battle. With Michael Caine and Scarlett Johansson. Christopher Nolan directs.
RUNNING WITH SCISSORS: A youth (Joseph Cross) copes with a lunatic upbringing amid his deranged parents' divorce. Annette Bening and Alec Baldwin co-star.
SAW III: The mind games and body parts fly again as the serial killer (Tobin Bell) enlists a new apprentice.
SHORTBUS: New Yorkers gather for highbrow talk and hardcore sex in a comedic romp directed by John Cameron Mitchell ("Hedwig and the Angry Inch").
SLEEPING DOGS LIE: A woman (Melinda Page Hamilton) copes with the fallout when she reveals a warped sexual encounter of her youth. Bobcat Goldthwait directs.
TIDELAND: Terry Gilliam directs a twisted take on "Alice in Wonderland," about a girl living in a fantasy world to escape harsh reality. With Jeff Bridges.
THE TEXAS CHAINSAW MASSACRE: THE BEGINNING: The formative years of deranged killer Leatherface are chronicled in this horror prequel. Jordana Brewster stars.
WHO THE $.%& IS JACKSON POLLOCK?: A documentary examines the case of a former truck driver who bought what may have been a Pollock painting for $5.
BOBBY: A huge ensemble including Anthony Hopkins, Demi Moore and Lindsay Lohan relive the night of Robert Kennedy's assassination. Emilio Estevez directs.
BORAT: CULTURAL LEARNINGS OF AMERICA FOR MAKE BENEFIT GLORIOUS NATION OF KAZAKHSTAN: Sacha Baron Cohen brings his "Da Ali G Show" character to the big screen.
CANDY: Heath Ledger's a bohemian poet caught up in a heroin-soaked affair with an art student. Geoffrey Rush co-stars.
CASINO ROYALE: Daniel Craig makes his debut as James Bond in a tale of the super-spy's early escapades trying to foil a terrorist gang.
DECK THE HALLS: A prudent dad (Matthew Broderick) battles a new neighbor (Danny DeVito), who's out to build a holiday-light display visible from space.
DEJA VU: Denzel Washington's a federal agent whose bomb investigation gets extrasensory help. Produced by Jerry Bruckheimer, directed by Tony Scott.
FAST FOOD NATION: Greg Kinnear, Ethan Hawke and Avril Lavigne are among the ensemble in Richard Linklater's adaptation of the best-seller about fast-food culture.
FLUSHED AWAY: A pet mouse (voiced by Hugh Jackman) copes with life underground when he goes down the toilet to the London sewers in this animated comedy.
FOR YOUR CONSIDERATION: A low-budget movie becomes an unexpected Oscar contender in Christopher Guest's spoof of Hollywood awards.
THE FOUNTAIN: Hugh Jackman plays an immortal seeker in three time periods spanning 1,000 years. Rachel Weisz co-stars.
F--K: Drew Carey, Janeane Garofalo, Bill Maher and Alanis Morissette are among those interviewed in a documentary on English-speakers' favorite four-letter word.
FUR: AN IMAGINARY PORTRAIT OF DIANE ARBUS: Nicole Kidman plays photographer Diane Arbus in a film combining biography and a fictional romance. With Robert Downey Jr.
A GOOD YEAR: Russell Crowe reunites with "Gladiator" director Ridley Scott in a story of a rapacious broker reclaiming his soul after inheriting his uncle's vineyard.
HAPPY FEET: An animated tale of an Antarctic penguin who's a dancing fool. With the voices of Elijah Wood, Nicole Kidman, Hugh Jackman and Robin Williams.
HARSH TIMES: A Gulf War veteran (Christian Bale) finds obstacles in his effort to build a useful new life. With Eva Longoria and Freddy Rodriguez.
THE HISTORY BOYS: Rambunctious students vie for academic slots at Oxford and Cambridge in an adaptation of the Tony-winning stage hit.
THE HOAX: Richard Gere plays Clifford Irving, author of a Howard Hughes "autobiography" that turned out to be a fake. Lasse Hallstrom directs.
LET'S GO TO PRISON: An inmate (Dax Shepard) seeks comic vengeance against his cellmate, the son of the judge who sent him to prison.
THE RETURN: A woman (Sarah Michelle Gellar) tries to uncover the roots of terrifying visions that haunt her.
THE SANTA CLAUSE 3: THE ESCAPE CLAUSE: Tim Allen's St. Nick battles Jack Frost (Martin Short), who's trying to take over Christmas.
SLOW BURN: The career of an ambitious prosecutor (Ray Liotta) grows complicated when a colleague confesses to a killing. With Mekhi Phifer and Jolene Blalock.
STRANGER THAN FICTION: Will Ferrell's a man who's suddenly able to hear a writer (Emma Thompson) chronicling his life -- and impending demise.
TENACIOUS D IN THE PICK OF DESTINY: Jack Black and musical partner Kyle Gass spin an exaggerated account of their folk-rock duo.
VOLVER: Penelope Cruz reunites with director Pedro Almodovar for a comic drama about a circle of strong women making do without men.
APOCALYPTO: Mel Gibson directs an adventure tale about a man's fight to return home amid the last days of the Mayan empire.
THE ARCHITECT: An activist for decent housing seeks an ally in the architect (Anthony LaPaglia) who designed one of Chicago's most crime-ridden projects.
BLACK CHRISTMAS: A sorority house is terrorized by a serial killer over holiday break. With Michelle Trachtenberg.
BLOOD DIAMOND: A South African mercenary (Leonardo DiCaprio) and a fisherman (Djimon Hounsou) seek a rare pink diamond. Jennifer Connelly co-stars.
BREAKING AND ENTERING: Jude Law, Juliette Binoche and Robin Wright Penn star in a drama about lives intersecting over a series of burglaries. Anthony Minghella directs.
BUG: A waitress (Ashley Judd) takes up with a drifter (Michael Shannon) and is infected by his paranoia about government conspiracy. William Friedkin directs.
CHARLOTTE'S WEB: E.B. White's classic tale comes to life, with Dakota Fanning and the voices of Julia Roberts, Robert Redford and Oprah Winfrey.
CHILDREN OF MEN: Global infertility threatens to wipe out humanity. Clive Owen, Julianne Moore and Michael Caine star, Alfonso Cuaron directs.
CURSE OF THE GOLDEN FLOWER: Zhang Yimou ("Hero) spins a tale of palace intrigue in ancient China. With Gong Li and Chow Yun-fat.
DREAMGIRLS: Jamie Foxx, Beyonce Knowles and Eddie Murphy star in an adaptation of the Broadway musical about a singing trio's rise to stardom.
ERAGON: A tale of dragons and fantasy adventure centers on a young man destined to save or destroy the world. With Jeremy Irons and John Malkovich.
THE GOOD GERMAN: A U.S. Army journalist (George Clooney) takes up with an old flame (Cate Blanchett) in postwar Berlin. Tobey Maguire co-stars, Steven Soderbergh directs.
THE GOOD SHEPHERD: Matt Damon and Angelina Jolie star in a tale of the early days of the CIA. Directed by Robert De Niro.
THE HOLIDAY: Two women (Cameron Diaz and Kate Winslet) swap homes for the holidays. With Jude Law and Jack Black. Nancy Meyers directs.
HOME OF THE BRAVE: Samuel L. Jackson, Curtis "50 Cent" Jackson and Jessica Biel star in a homecoming drama about soldiers returning from Iraq.
MISS POTTER: Renee Zellweger stars as children's author Beatrix Potter. Ewan McGregor co-stars.
THE NATIVITY STORY: This holiday tale follows Mary and Joseph's prenatal period leading to the birth of Christ. Keisha Castle-Hughes ("Whale Rider") plays Mary.
NIGHT AT THE MUSEUM: A museum security guard (Ben Stiller) turns to a wax figure of Teddy Roosevelt (Robin Williams) for help when exhibits magically come alive.
NOTES ON A SCANDAL: Cate Blanchett and Judi Dench star in a drama about an illicit affair at a school.
OFF THE BLACK: A scruffy umpire (Nick Nolte) forms a paternal friendship with a teen who's coping with a distant dad (Timothy Hutton).
THE PAINTED VEIL: Naomi Watts, Edward Norton and Liev Schreiber star in an adaptation of W. Somerset Maugham's love triangle in 1920s China.
PAN'S LABYRINTH: A girl in fascist Spain in 1944 encounters an ancient forest deity that leads her to a magical alter reality. Guillermo Del Toro directs.
PERFUME: THE STORY OF A MURDERER: An 18th century Frenchman's obsession with finding the perfect scent leads to murder. With Ben Whishaw and Dustin Hoffman.
PRIDE: A teacher (Terrence Howard) starts an African-American swim team in a tough urban neighborhood. Bernie Mac co-stars.
THE PURSUIT OF HAPPYNESS: A homeless dad (Will Smith) fights to build a better life for him and his young son. With Thandie Newton.
ROCKY BALBOA: Sylvester Stallone's tenacious fighter toys with the idea of one last trip into the boxing ring.
UNACCOMPANIED MINORS: Five kids snowed in at an airport on Christmas Eve try to finagle their way back to their families.
VENUS: The cozy life of an aging actor (Peter O'Toole) is set awry by the arrival of his grandniece. Vanessa Redgrave co-stars.
WE ARE MARSHALL: A coach (Matthew McConaughey) tries to rebuild a West Virginia college football program after the 1970 plane crash that killed 75 players and staff.