Highlights of the fall film slate (release dates are subject to change, and some films will play in limited release):

Late August-September:

APPALOOSA: Hired lawman (Viggo Mortensen and Ed Harris) take on a tough rancher (Jeremy Irons) in a Western directed by Harris. Renee Zellweger co-stars.

BABYLON A.D.: Vin Diesel's a hired gun escorting a mystery woman from Europe to New York in a post-apocalyptic future.

BANGKOK DANGEROUS: A lone-wolf hit man (Nicolas Cage) finds a young friend and potential romance on assignment in Thailand.

BATTLE IN SEATTLE: Stuart Townsend directs girlfriend Charlize Theron in a drama about the 1999 World Trade Organization protests.

BLINDNESS: A plague of sightlessness strikes humanity. With Julianne Moore, Danny Glover, Mark Ruffalo and Gael Garcia Bernal.

BURN AFTER READING: George Clooney and Brad Pitt star in the Coen brothers' romp about CIA secrets that fall into the hands of fitness club employees.

CHOKE: A scam artist with a demented mother pursues the truth about the identity of his father. Sam Rockwell and Angelica Huston star.

COLLEGE: Drake Bell and a couple of buddies are campus pledges fighting back against their fraternity tormentors.

DISASTER MOVIE: Catastrophe flicks are the target of the latest entry in Hollywood's spoof craze. With Carmen Electra.

THE DUCHESS: Keira Knightley stars as an 18th century ancestor of Princess Diana who becomes a major political player. With Ralph Fiennes.

EAGLE EYE: Strangers (Shia LaBeouf and Michelle Monaghan) are cast together as fugitives by a phone call from a mystery woman.

FOREVER STRONG: A jailed rugby star (Sean Faris) gets a second chance with a rival team. Co-starring Sean Astin.

GHOST TOWN: A man (Ricky Gervais) revived after a near-death experience finds he can see ghosts _ who all pester him with demands. With Greg Kinnear and Tea Leoni.

HOUNDDOG: After she's raped, a girl (Dakota Fanning) in rural 1950s Alabama struggles to find solace in blues music.

HUMBOLDT COUNTY: A failing medical student finds refuge among a family of marijuana farmers. With Frances Conroy and Peter Bogdanovich.

IGOR: A mad scientist's humpbacked lab flunky tries to create his own monster in this animated comedy. John Cusack heads the voice cast.

LAKEVIEW TERRACE: An L.A. cop (Samuel L. Jackson) harasses his new neighbors (Patrick Wilson and Kerry Washington) because of their interracial relationship.

THE LUCKY ONES: Iraq War vets adjust to changes on the homefront during an impromptu road trip. With Tim Robbins, Rachel McAdams and Michael Pena.

MIRACLE AT ST. ANNA: Spike Lee tells the story of four Americans in an all-black Army unit trapped behind enemy lines during World War II. With Derek Luke.

MISTER FOE: A runaway Scottish teen (Jamie Bell) plays Peeping Tom, obsessing on a young woman who resembles his dead mother.

MY BEST FRIEND'S GIRL: Kate Hudson becomes the object of a love triangle between her heartbroken ex (Jason Biggs) and his best buddy (Dane Cook).

NIGHTS IN RODANTHE: Strangers (Diane Lane and Richard Gere) with personal crises bond during a major storm at a coastal inn.

PING PONG PLAYA: An Asian-American youth who has shunned his family's pingpong livelihood must step up and compete in a national tournament.

RIGHTEOUS KILL: Robert De Niro and Al Pacino are police detectives pursuing a vigilante serial killer. Curtis "50 Cent" Jackson co-stars.

SUKIYAKI WESTERN DJANGO: A gunman is caught up in a deadly battle between two clans in this Japanese take on spaghetti Westerns. With Quentin Tarantino.

SURFER, DUDE: A surfer (Matthew McConaughey) rides a wave of chaos in his life. With Woody Harrelson and Willie Nelson.

A THOUSAND YEARS OF GOOD PRAYERS: A Chinese widower comes to America to help his daughter through her divorce.

TOWELHEAD: An Arab-American girl (Summer Bishil) copes with love, sex and acceptance amid the Gulf War. With Toni Collette, Aaron Eckhart and Maria Bello.

TRAITOR: A shadowy U.S. operative (Don Cheadle) is the prime suspect of a deadly global conspiracy. Guy Pearce co-stars.

TYLER PERRY'S THE FAMILY THAT PREYS: Writer-director Perry spins a tale of secrets and shady dealings among two clans. Kathy Bates and Alfre Woodard star.

THE WOMEN: Meg Ryan, Annette Bening and Debra Messing lead the cast in an update of the 1939 classic about a woman with a cheating hubby and a circle of gossipy friends.


AN AMERICAN CAROL: This twist on Charles Dickens features three spirits that give an anti-American filmmaker a lesson in U.S. values. With Kelsey Grammer.

BALLAST: A single mom on the Mississippi Delta copes with a man from her past while struggling to raise her son in this Sundance Film Festival hit.

BEVERLY HILLS CHIHUAHUA: A pampered pooch (voiced by Drew Barrymore) gets stranded in Mexico. The live-action family flick also features Andy Garcia and George Lopez.

BODY OF LIES: A CIA man (Leonardo DiCaprio) goes after a terrorist kingpin while a crafty colleague (Russell Crowe) runs interference. Ridley Scott directs.

BREAKFAST WITH SCOT: A gay hockey-player-turned-sports-commentator (Tom Cavanagh) and his lover become guardians to a flamboyant boy.

THE BROTHERS BLOOM: Con artist siblings (Adrien Brody and Mark Ruffalo) take an heiress (Rachel Weisz) on a globe-trotting quest for valuables.

CHANGELING: Angelina Jolie stars in Clint Eastwood's drama about a single mom fighting corrupt police trying to cover their tracks in the abduction of her son.

CITY OF EMBER: Tim Robbins and Bill Murray star in a fantasy about an underground city coping with an energy crisis.

THE EXPRESS: Ernie Davis (Rob Brown), the first black Heisman Trophy winner, faces his greatest challenge after he's diagnosed with leukemia. Dennis Quaid co-stars.

FILTH AND WISDOM: Madonna's directing debut centers on a Ukrainian cross-dressing punk-rocker and his roommates _ a ballerina-turned-stripper and a humanitarian pharmacist.

FLASH OF GENIUS: The engineer (Greg Kinnear) who invented intermittent windshield wipers obsesses on lawsuits after automakers swipe his idea.

HAPPY-GO-LUCKY: An eternal optimist (Sally Hawkins) finds her upbeat attitude severely challenged by the people in her life. Mike Leigh directs.

THE HAUNTING OF MOLLY HARTLEY: A teen faces unseen horror at a private school for girls. With Haley Bennett and Chase Crawford.

HIGH SCHOOL MUSICAL 3: SENIOR YEAR: Zac Efron, Vanessa Hudgens, Ashley Tisdale and the other kids sing and dance through their final school year.

HOW TO LOSE FRIENDS AND ALIENATE PEOPLE: An inept British journalist wreaks havoc among the celebrities he covers. With Simon Pegg and Kirsten Dunst.

I'VE LOVED YOU SO LONG: A woman (Kristen Scott-Thomas) long estranged from her kin reconnects when she moves in with her younger sister's family.

MAX PAYNE: Mark Wahlberg takes the title role as a cop tracking the killer of his family and partner in this video-game adaptation.

MORNING LIGHT: Roy E. Disney, a veteran sailor in the Transpac ocean competition, produces this documentary about a team training for the 2,300-mile race.

NICK & NORA'S INFINITE PLAYLIST: A Manhattan all-nighter holds the promise of romance for two teens (Michael Cera and Kat Dennings).

NOAH'S ARC: JUMPING THE BROOM: A gay man heads cross-country for his same-sex wedding, bringing along three pals in this big-screen take on the TV series.

PRIDE AND GLORY: A New York City family of cops is shaken when a son is forced to investigate his brother. With Edward Norton and Colin Farrell.

QUARANTINE: A news crew's video holds the key to the truth about a mysterious infection that strikes an apartment building in this horror tale.

RACHEL GETTING MARRIED: An addict (Anne Hathaway) rekindles tension and tragic family memories at her sister's wedding. Jonathan Demme directs.

RELIGULOUS: Bill Maher travels the world to talk God and religion with the faithful in this documentary from "Borat" director Larry Charles.

ROCKNROLLA: London crooks scramble for a piece of the action in a land scheme. With Gerard Butler, Tom Wilkinson, Thandie Newton and Ludacris. Guy Ritchie directs.

SAW V: If it's Halloween season, it must be time for another torture tale about diabolical killer Jigsaw. With Tobin Bell and Costas Mandylor.

THE SECRET LIFE OF BEES: A troubled teen (Dakota Fanning) finds respite in the beekeeping world of three sisters. With Queen Latifah, Jennifer Hudson, Alicia Keys and Sophie Okonedo.

SEX DRIVE: A teen (Josh Zuckerman) sets out with two pals on a cross-country trip to lose his virginity. Featuring Seth Green and James Marsden.

SYNEDOCHE, NEW YORK: Philip Seymour Hoffman plays a theater director trying to re-create New York City. Screenwriter Charlie Kaufman ("Being John Malkovich") directs.

W.: Oliver Stone chronicles the life of party-boy-turned-president George W. Bush (Josh Brolin). Elizabeth Banks, James Cromwell and Richard Dreyfuss co-star.

WHAT JUST HAPPENED: A producer (Robert De Niro) juggles family and film pressures in Barry Levinson's Hollywood satire, which features Sean Penn and Bruce Willis.

ZACK AND MIRI MAKE A PORNO: Destitute roommies (Seth Rogen and Elizabeth Banks) try to make a skin flick to raise cash. Directed by Kevin Smith.


AUSTRALIA: Nicole Kidman reunites with "Moulin Rouge" director Baz Luhrmann for the story of a noblewoman on a cattle drive in Australia during World War II. With Hugh Jackman.

BOLT: A canine TV star (voiced by John Travolta) hits the streets to reunite with his human co-star (Miley Cyrus) in this animated comedy.

THE BOY IN THE STRIPED PAJAMAS: A Jewish boy forges a friendship with the son of a Nazi concentration camp commandant. With Vera Farmiga and David Thewlis.

FOUR CHRISTMASES: A couple (Reese Witherspoon and Vince Vaughn) with a large extended family must endure four holiday gatherings with kin.

LAKE CITY: A son on the run returns home to a hard reunion with his mother. Sissy Spacek and Troy Garity star.

MADAGASCAR: ESCAPE 2 AFRICA: Zoo animals are stranded again in this animated sequel reuniting voice stars Ben Stiller, Chris Rock, David Schwimmer and Jada Pinkett Smith.

MILK: Sean Penn stars as gay political pioneer Harvey Milk, who was slain by a fellow San Francisco city supervisor. Gus Van Sant directs.

NOBEL SON: A doctoral candidate's dad wins a Nobel Prize, leading to a kidnapping and ransom demand for the award money.

NOTHING LIKE THE HOLIDAYS: A sack full of surprises awaits a family during their Christmas reunion. With Debra Messing, John Leguizamo and Alfred Molina.

QUANTUM OF SOLACE: James Bond (Daniel Craig), vengeful over the death of his love, takes on a phony environmentalist trying to control water supplies.

REPO! THE GENETIC OPERA: Organ-donor recipients who can't make their payments face repossession in this horror-musical that features Paris Hilton.

THE ROAD: A man and his son trek across a desolate land after a global catastrophe has destroyed most life on Earth. With Viggo Mortensen and Charlize Theron.

ROLE MODELS: Two adult adolescents (Paul Rudd and Seann William Scott) are sentenced to community service as youth mentors.

THE SOLOIST: A music prodigy (Jamie Foxx) now living on the streets is befriended by a journalist (Robert Downey Jr.).

SOUL MEN: Samuel L. Jackson and the late Bernie Mac are an estranged singing duo reunited for a tribute concert. The late Isaac Hayes co-stars.

TRANSPORTER 3: Jason Statham is back on the job as the ex-Special Ops guy who's now the world's most-dangerous delivery man.

TWILIGHT: The publishing sensation comes to Hollywood in this tale of an eternally young vampire (Robert Pattinson) and his teen soul mate (Kristen Stewart).


BEDTIME STORIES: Adam Sandler's a hotel handyman whose drab life starts changing after the tall tales he tells his niece and nephew start to come true.

THE DAY THE EARTH STOOD STILL: Keanu Reeves stars as an alien on a portentous visit to Earth in this remake of the 1950s sci-fi classic. Jennifer Connelly co-stars.

THE CURIOUS CASE OF BENJAMIN BUTTON: Brad Pitt stars as a man aging backward from his 80s to infancy. With Cate Blanchett, directed by David Fincher.

DEFIANCE: Jewish brothers (Daniel Craig, Liev Schreiber and Jamie Bell) evade the Nazis and form a community to protect others in jeopardy.

DOUBT: Meryl Streep, Philip Seymour Hoffman and Amy Adams star in a drama about a nun who accuses a priest of abusing a student.

FROST/NIXON: Ron Howard directs the adaptation of the play about the soul-baring 1977 interview between Richard Nixon (Frank Langella) and David Frost (Michael Sheen).

GRAN TORINO: Clint Eastwood directs and stars as a veteran whose prejudices are challenged by his immigrant neighbors.

HURRICANE SEASON: In the aftermath of Hurricane Katrina, a coach (Forest Whitaker) leads a ragtag basketball team to the Louisiana state championships.

MARLEY & ME: A kooky dog winds up teaching valuable life lessons to his two-legged friends. With Jennifer Aniston and Owen Wilson.

PUNISHER: WAR ZONE: The Marvel Comics vigilante (Ray Stevenson) is himself a target for vengeance by a crime boss.

REVOLUTIONARY ROAD: "Titanic" stars Leonardo DiCaprio and Kate Winslet reunite as a couple struggling to break out of the boredom of 1950s suburbia.

SEVEN POUNDS: Will Smith's an IRS agent making amends for past wrongs by helping seven strangers. With Rosario Dawson and Woody Harrelson.

THE SPIRIT: Graphic novelist Frank Miller ("300") directs the tale of a resurrected crime-fighter (Gabriel Macht). With Samuel L. Jackson and Scarlett Johansson.

THE TALE OF DESPEREAUX: Matthew Broderick provides the voice of a mouse who sets out to rescue a princess in this animated adventure.

VALKYRIE: Tom Cruise stars as a German colonel attempting to assassinate Adolf Hitler. Bryan Singer ("The Usual Suspects," "X-Men") directs.

WALTZ WITH BASHIR: An Israeli Army veteran struggles with cloudy memories of the war in Lebanon in the early 1980s in this animated documentary.

WENDY AND LUCY: Michelle Williams stars as a woman whose dream of a new life for her and her dog in Alaska hits a road block.

YES MAN: A guy (Jim Carrey) whose life has stagnated turns it around with a just-say-yes policy about everything.