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What, no "Lord of the Rings" movie this fall? Wake us up when "The Hobbit" hits the big screen. All right, to be fair, there will be a decent movie or two coming before year's end, even if this is the first time in three years without a Middle-earth blockbuster hurtling into theaters.

Hollywood's classy season, when films turn brainier and thoughts shift to Academy Awards prospects, may not have that one overriding movie everyone's waiting for, yet it doesn't lack for variety.

There's the timely biopic "Ray," (search) starring Jamie Foxx as Ray Charles, which arrives just four months after the beloved singer-pianist's death. ("He broke down all the color barriers," Foxx said. "Here's a man who said, 'I'm not going to let anything hold me back.'")

There's the sprawling historical epic "Alexander," (search) directed by Oliver Stone and starring Colin Farrell as the legendary Greek conqueror. ("Alexander the Great? You almost (wet) yourself going in," Farrell said. "It's a huge, monster of a character. I'll probably never play a part like that again that covers such a grand scope.")

There's the eagerly awaited sequel "Bridget Jones: The Edge of Reason," (search) with Renee Zellweger back as Britain's favorite romantic nervous wreck. ("I love that she is so imperfect but ever optimistic," Zellweger said. "I love that she knows these things about herself, she knows where she's weak and her shortcomings, but she's never self-pitying. She will fall down and always get back up again.")

There's the adventurous remake "Flight of the Phoenix," (search) about crash survivors who build a new plane from the wreckage of the old. ("The first one was really good because of the people involved, but I don't think a lot of people from this generation really remember the movie or are that aware of it, so it seemed like it was worth redoing," said Dennis Quaid, who stars in the role originated by James Stewart.)

And there's the mega-musical "Andrew Lloyd Webber's the Phantom of the Opera," (search) starring Gerard Butler as the tragic, disfigured maestro terrorizing Paris, which comes amid a Hollywood musical resurgence that began with "Moulin Rouge" and "Chicago." ("Those two movies were made and praised for their brilliance and were also very commercially successful," Butler said. "When that happens, it paves the way for people such as ourselves and 'Phantom.'")

Among other fall and holiday movies:

_ Besides "Ray," films centered on real people include Martin Scorsese's "The Aviator," (search) reuniting the director with his "Gangs of New York" star Leonardo DiCaprio as billionaire Howard Hughes; "Finding Neverland," (search) starring Johnny Depp as J.M. Barrie in a fanciful reimagining of the creation of "Peter Pan"; "Kinsey," (search) with Liam Neeson as the pioneering sexuality researcher; "Beyond the Sea," (search) directed by Kevin Spacey, who stars as pop singer Bobby Darin; and "The Motorcycle Diaries," (search) with Gael Garcia Bernal as young Ernesto Guevara, on a formative road trip before he became the revolutionary known as Che.

_ Joining "Bridget Jones" in the sequels category are "Ocean's Twelve," (search) the heist-caper follow-up to "Ocean's Eleven," reuniting director Steven Soderbergh and stars George Clooney, Brad Pitt, Julia Roberts, Matt Damon and the rest of the gang, with Catherine Zeta-Jones joining the cast; and "Meet the Fockers," (search) round two of Robert De Niro and Ben Stiller's "Meet the Parents" in-law farce, with Dustin Hoffman and Barbra Streisand as Stiller's mom and dad.

_ Along with "Flight of the Phoenix," remakes include: "Alfie," (search) with Jude Law taking on the Michael Caine role in an update of the 1960s story about an incorrigible womanizer; and "Shall We Dance?", (search) a U.S. variation on the Japanese hit, centering on a businessman (Richard Gere) with an ideal wife (Susan Sarandon) and family who abruptly signs on for dance lessons with a beautiful instructor (Jennifer Lopez).

"You look at this guy's life, and it's about as good as it gets," Gere said. "But as with all of us, we have pretty good lives here, but still there's often something aching. Is there something more? Am I missing something? My character, that's what he's looking for."

"Shall We Dance?" marks Lopez's first lead role since last year's bomb "Gigli." She quickly follows with another movie centering on an unconventional relationship between a woman and man, "An Unfinished Life." (search)

Can we presume conventional Hollywood wisdom, that Redford and Lopez's characters fall in love?

"No, not quite that, but love does enter into the picture," Redford said. "It starts out with a lot of animosity and anger because my character blames her for the death of my son."

This fall's healthy animation slate offers "The Incredibles," (search) from the makers of "Monsters, Inc." and "Finding Nemo," a tale of a superhero family that returns to action after years of living incognito in the 'burbs; "The Polar Express," (search) an adaptation of the children's holiday book reuniting director Robert Zemeckis with his "Cast Away" and "Forrest Gump" star Tom Hanks; "Shark Tale," (search) an underwater mob comedy featuring the voices of Will Smith, Robert De Niro, Martin Scorsese, Renee Zellweger, Angelina Jolie and Jack Black; "Fat Albert," (search) a live-action, computer-animated combo based on Bill Cosby's cartoon character; and "The SpongeBob Squarepants Movie," (search) the big-screen debut for the Nickelodeon sea creature.

"The Incredibles" is the sixth film produced for Disney by Pixar Animation, which ushered in the digital-cartoon age with Hanks and Tim Allen's "Toy Story."

Featuring the voices of Craig T. Nelson, Holly Hunter and Samuel L. Jackson, "The Incredibles" was written and directed by Brad Bird, whose previous animation work includes "The Iron Giant" and episodes of "The Simpsons."

The premise: Crusaders for justice are forced underground due to circumstances beyond their control, hiding their identities "almost like a witness-relocation program for superheroes," Bird said.

The idea grew out of Bird's own creative frustrations as he tried and failed to get animated-film ideas airborne in fickle Hollywood.

"I would always get on the runway but couldn't get cleared for takeoff. I felt any one of these ideas would be good, but the movies wouldn't go for very boring reasons," Bird said. "The movies were kind of like superheroes that couldn't fly for really dull reasons."

"The Polar Express" used the latest in computer-generated, performance-capture imagery, with Hanks and the other actors on an empty soundstage, their expressions and body language minutely recorded by infrared cameras keyed to receptors all over their faces and bodies. Hanks plays multiple characters, including a train conductor to the North Pole and Santa Claus.

The results are rendered digitally, the images going so far beyond those in such computer-generated flicks as "Shrek" that Zemeckis refuses to call it animation.

"I think when you see the movie, you'll realize it's absolutely nothing like an animated movie," Zemeckis said. "You'll see such subtlety in the performance of these characters that you would have to have the genius-of-all-genius animators. In my opinion, there's no animation in the world that could have created it."

Along with "Polar Express," the season brings a pair of live-action holiday tales. Ben Affleck stars in "Surviving Christmas," (search) about a man who hires the people living in his boyhood home to be his surrogate family for the holidays. And "Christmas With the Kranks" (search) features Tim Allen and Jamie Lee Curtis in an adaptation of John Grisham's book "Skipping Christmas," (search) about a man fed up with holiday cheer who decides to forgo the season's festivities.

Besides the "Ocean's Twelve" gang, thieves will be on the loose in theaters. Producer Jerry Bruckheimer's "National Treasure" (search) stars Nicolas Cage as a treasure hunter out to foil bad guys who want to filch the Declaration of Independence, which has a hidden map to a fortune.

"After the Sunset" (search) casts Pierce Brosnan and Salma Hayek as retired thieves baited back into the game by an FBI agent (Woody Harrelson).

Fright flicks, horror tales and moody mysteries include "The Grudge," (search) with Sarah Michelle Gellar as a woman possessed by a supernatural curse that induces murderous rage; "The Forgotten," (search) featuring Julianne Moore as a psychiatric patient with memories of a dead son who may never have existed; "Blade: Trinity," (search) with Wesley Snipes reprising his vampire-hunting role as he squares off against Dracula; and "Birth," (search) starring Nicole Kidman as a widow about to remarry when she encounters a boy who says he is her reincarnated husband.

On the sports front, Bernie Mac plays a retired prima donna who returns to the big leagues in "Mr. 3000" (search); Kirsten Dunst and Paul Bettany find romance on the tennis courts in "Wimbledon" (search); and Billy Bob Thornton stars as a real-life coach in Odessa, Texas, where high school football is a religion.

"You're talking about a town in the desert of west Texas, the wind blows really hot all the time, it's a dry, industrial town. What is there to do there? Football," said Thornton, who modeled elements of the character on his father, a high school basketball coach. "This guy is a nicer guy than my dad. He's a real decent guy but also hellbent to win. The hellbent-to-win part is what I based on my dad."

Also coming this fall:

Gwyneth Paltrow, Jude Law and Angelina Jolie join forces to save Earth in "Sky Captain and the World of Tomorrow," (search) a sci-fi saga whose backgrounds were filled in entirely through computer-generated imagery; Jim Carrey as an orphan-robbing villain in "Lemony Snicket's A Series of Unfortunate Events," (search) adapted from the children's books; "First Daughter," (search) with Katie Holmes as the college kid of the commander in chief (Michael Keaton); Alec Baldwin and Matthew Broderick in "The Last Shot," (search) a comic tale of a government sting to bring down mobster John Gotti; Adam Sandler in "Spanglish," (search) a tale of clashing culture about a family and their new Mexican maid; "Taxi," (search) with Queen Latifah as a cabbie helping a cop track down a female bank-robbery gang; and "Ladder 49," (search) starring John Travolta as a veteran fireman taking a rookie (Joaquin Phoenix) under his wing.

Films that could factor into this year's Oscar race include:

_ Paltrow as a woman coping with her father's death in "Proof," (search) which co-stars Anthony Hopkins and reunites her with "Shakespeare in Love" director John Madden.

_ Mike Nichols' "Closer," (search) a dark drama centered on two couples (Julia Roberts, Jude Law, Natalie Portman and Clive Owen).

_ David O. Russell's ensemble comedy "I Heart Huckabee's," (search) with Dustin Hoffman, Naomi Watts, Lily Tomlin, Jude Law and Mark Wahlberg.

_ Bill Murray as an oceanographer in Wes Anderson's quirky "The Life Aquatic With Steve Zissou," (search) co-starring Cate Blanchett, Owen Wilson and Anjelica Huston.

_ And Paul Giamatti and Thomas Haden Church in the road-trip misadventures of two men on the eve of middle age in "Sideways," (search) from director Alexander Payne ("About Schmidt").

"Ray" star Foxx, a classically trained pianist best known as a comic actor, could join the Oscar hunt for his turn as musician Charles. Before shooting, Foxx had a chance to sit with Charles for some coaching to adapt his own keyboard style to that of the blind pianist's.

"I hit a wrong note and he went, 'Ah, hell no, hell no. Now why would you do that?'" Foxx joked, switching to an imitation of Charles' faltering drawl.

A rough cut of the film was screened for Charles shortly before his death in June, Foxx said.

"He watched it alone, and it was probably a good thing, just in case he wanted to say, 'Ah, hell no, hell no. Somebody call Eddie Murphy.' But no, he loved it.

"Still, you want a person to get their flowers before they pass away," Foxx said, lamenting that Charles would not be around for the film's premiere. "I would have loved to be with him, watching him, as all these people just enjoy a beautiful testament to his life. But probably in classic style of Ray Charles, he might have said, `I ain't going to sit through all that.'"