OCEAN'S THIRTEEN - Lots of people bought into the smug fun of "Ocean's Eleven," the Rat Pack caper film. Sinatra and his pals had a good time doing it, Las Vegas (1960) glowed, and there was a functional plot. Who would have imagined that their Vegas would seem a lost Eden of male togetherness, compared to the creepily indulgent retreads Steven Soderbergh has been churning out? His third, "Ocean's Thirteen," has a plot like confetti vacuumed off a casino floor, and the nostalgia seems buried under massive piles of neon tubing. Who's more preeningly cute - Danny (George Clooney), Linus (Matt Damon) or Rusty (Brad Pitt)? They guess one anothers' thoughts, finish one anothers' lines and hang tight in a very loose way, a go-guy trio of neo-Sinatras surrounded by devoted stooges (Don Cheadle, Casey Affleck, Bernie Mac, Carl Reiner, etc.). This crew makes Sinatra's mob seem like the knightly circle of King Arthur, but they do feel loyalty. After their Old Vegas buddy Reuben (Elliott Gould) is insulted into a stroke by Trump-like hotel mogul Willie Bank (Al Pacino), they scheme to wreck the opening of Bank's new casino, a double-phallic tower for high-rollers. Their scheme involves big computers and stacked dice, a giant tunnel digger and a phony FBI sting with Bob Einstein doing paralyzed acting. Do you sense the jackpot? Films this cynical and this heavily sold often find a way. No need to count the coming pile. The movie is pile enough. A Warner Bros. release. Director: Steven Soderbergh. Cast: Brad Pitt, George Clooney, Matt Damon, Elliott Gould, Ellen Barkin, Don Cheadle. Running time: 1 hour, 40 minutes. Rated PG-13. 0 stars.
KNOCKED UP - What an odd comedy (and a sure hit) "Knocked Up" is - an attitude bazooka full of sex, drugs and raw language, yet so high on babies and family values that this must be the first R-rated film for both sleazoid slackers and earnest right-to-lifers. There are jokes about condoms, throw-ups, lap dancers and sex "doggie style." But when rising E! channel show cutie Alison gets pregnant, abortion is barely considered. Alison's one-night lover, the Web-siter and party dude Ben, turns the word to gibberish, and it's dismissed. Onward, fertile America! Judd Apatow of "The 40-Year-Old Virgin" wrote and directed, connecting the dots so that many explode into laughs. His casting is super. Katherine Heigl is a peachy blonde in the Cameron Diaz mode, but also like Doris Day rescued from prudery. Seth Rogen as funny stoner Ben drips deadpan zingers and seems to have studied the inflections of Albert Brooks. It's amazing how much cultural confetti Apatow has packed into this comedy, a cram session of cameos, plugs and nods: Chewbacca, "the Dice thing" (Andrew Dice Clay), Cat Stevens, Meg Ryan, Tom Waits, Ryan Seacrest, "Munich," Robin Williams, Felicity Huffman, "The Sopranos," the Xbox 360, James Franco, Robert De Niro, Bob Marley, Red Bull drinks, Al Jarreau and several mentions of "Spider-Man 3" (an odd effect when this film previewed before "S-M3" opened). The air-gunned plot shoots past slackerdom into pregnancy crises, then childbirth and baby snapshots. Call it love. However driven to girl talk and guy guff, the deft cast is winning, and the sweetest funny work is old pro Harold Ramis as Ben's supportive dad. A Universal Pictures release. Director, writer: Judd Apatow. Cast: Katherine Heigl, Seth Rogen, Paul Rudd, Leslie Mann, Harold Ramis, Craig Robinson. Running time: 1 hour, 39 minutes. Rated R. 3 stars.
GRACIE - "Gracie" seems a formula sports inspiration movie, except it isn't. It scores a goal right through the net of cliche. The core of why is in the how. "Gracie" has the values of a real family. It was a project of actress Elisabeth Shue ("Leaving Las Vegas") and brothers Andrew and John, who produced with her. It is dedicated to brother Will, a 1970s soccer prodigy who died in 1988. The story is how Gracie comes up from envious rooter to being, against dad's initial will, the replacement for her dead brother, the family's anointed star. The topper that really seals the deal is the casting of Carla Schroeder as Gracie. She is entirely genuine, physically and emotionally. When Aretha Franklin's "Rock Steady" roars in during a practice session, it seems just the rooter that Schroeder merits. Of course, there must be a big game climax, but getting there has a highly credible zigzag of suspense. "Gracie" is no masterwork like "Offside," the recent Iranian film about girls and soccer and male prejudice. But that's an ensemble work of art from a great director, Jafar Panahi. This more homespun film doesn't let down its story or the Shue family. Its plain integrity outshines predictability. It is feminist without cant. And Schroeder delivers perhaps the finest young female performance of the year as Gracie. A Picturehouse release. Director: Davis Guggenheim. Writers: Lisa Marie Petersen, Karen Janszen. Cast: Carla Schroeder, Elisabeth Shue, Dermot Mulroney, Jesse Lee Soffer, Andrew Shue. Running time: 1 hour, 32 minutes. Rated PG-13. 3 stars.
PIRATES OF THE CARRIBBEAN: AT WORLD'S END - Compact the title of "Pirates of the Caribbean: At World's End" to its acronym - "PC: AWE" - and the message is clear. It seems PC (piratically correct) to feel some awe. Capt. Jack Sparrow (Johnny Depp) is like a master mascot. "You add an agreeable sense of the macabre to any delirium," chirps Sparrow, haughty and preening and tipsy by nature. Depp wears his stardom so lightly that Sparrow not "getting the girl" is acceptable, even witty as the camera gazes upon the carved cheekbones and sun-gilt thighs of Keira Knightley as Elizabeth Swann, who also can be a toughie. Against odds, director Gore Verbinski keeps the whole thing buoyant and fun. He swerves from comedy (even farce) to pathos (notably Jack Davenport as gallant Norrington), from theme park thrills to antic, cartoonish madness. The screwball momentum favors gaudy villains like Geoffrey Rush's superb pirate rascal Barbossa, Bill Nighy's tentacled Davy Jones, Chow Yun-Fat as a Singapore menace and Tom Hollander as prissily vicious Lord Beckett. This is a voyage on salty but carbonated seas, and something always comes along to dazzle our attention. Briney mutations abound. Gorgeous maritime shots suddenly melt by magic into a desert, with Sparrow turning cuckoo in the fabled Bonneville Salt Flats. A mob of crabs hauls his ship across dunes. A Buena Vista Pictures release. Director: Gore Verbinski. Writers: Ted Elliott, Terry Rossio, Stuart Beattie. Cast: Johnny Depp, Geoffrey Rush, Keira Knightley, Orlando Bloom, Bill Nighy, Tom Hollander, Naomie Harris. Running time: 2 hours, 45 minutes. Rated PG-13. 3 1/2 stars.
SHREK THE THIRD - Shrek, green hero of "Shrek the Third," gets primped and pampered, as well he might, since the series has had a golden chain of box-office success. But the third movie has the look of royal inbreeding. The fun bunch is back, including the giant, green, lovable ogre Shrek (voiced by Mike Myers) and his chum Donkey (Eddie Murphy). Princess Fiona (Cameron Diaz) is still a dearie. Kids will relish the poop jokes. Older kids (really old) might go for the early schtick about dinner theater, and maybe having Julie Andrews on board OKs the silly dud musical at the end, an ego preen for obnoxious Prince Charming (Rupert Everett). Some of the gags slip in well. Having Donkey do a cat hiss is cute, there's a swell nightmare about ogre babies, and the idea of Andrews (as starchy Queen Lillian) head-butting a stone wall is almost satire. Essentially the movie is saying to its loyal crowd: You bought this stuff before, now take it re-canned. There is nothing really happening but the breezy ricochet of gags, the rote sitcom types, the star voices that are phoning in performances, the cuteness given a little by riffs about sexual attraction or body functions, the ruling swagger of assured box office. Inside the packaging is more packaging. Those who rally to it with, "So it isn't a critics' picture," had better be under 10 years old. A DreamWorks Animation SKG release. Directors: Chris Miller, Raman Hui. Writers: Andrew Adamson, Howard Gould. Voice cast: Julie Andrews, Mike Myers, Eddie Murphy, Cameron Diaz, Eric Idle, Justin Timberlake, Antonio Banderas. Running time: 1 hour, 37 minutes. Rated PG. 2 stars.
FAY GRIM - Parker Posey has seemed a little grim in recent years, so "Fay Grim" is a good fit for her. As pinballing Fay, always off balance but never defeated, Posey's famous hip-girl charm has become womanly and packs more punch. Hal Hartley's crafty entertainment derives from his 1998 art-cult film "Henry Fool." Henry (Thomas Jay Ryan), the ratty spitball of pontifical posturing whose diaries may out-gab Casanova's, is mostly gone, even reported dead. But the scattered diaries, recurrent rumors from foreign lands and the ambivalence of wife/widow Fay cause Henry to hover still, like Harry Lime in "The Third Man." Also festering is Fay's brother, Simon, cult bard mentored by Henry, now "the incarcerated garbage-man poet of Woodside, Queens." A chance to spring Simon from the can comes after pesky CIA agent Fulbright, a prodigy of alert paranoia, maneuvers Fay into espionage abroad that may find some of the lost diaries, even Henry. Fulbright is Jeff Goldblum, deadpan but less teasingly sardonic than usual. Violence is minimal, the basic thermostat being set by dotty but decent Fay. Parker Posey is one of the indie queens (Hope Davis, Rachel Griffiths, Julie Delpy, Lily Taylor, Laurie Metcalf) used feebly by Hollywood, but in the hands of Hartley she is the star needed and right on schedule. A Magnolia Films release. Director, writer: Hal Hartley. Cast: Parker Posey, Jeff Goldblum, James Urbaniak, Saffron Burrows, Liam Aiken, Thomas Jay Ryan, Anatole Taubman. Running time: 1 hour, 55 minutes. Rated R. 3 stars.
28 WEEKS LATER ... - About 28 hours after viewing "28 Weeks Later ...," I woke up sweating, staring hungrily at my arm through scarlet eyeballs, and babbling, "No more reviews! No more reviews! No more. ..." But that passed. And in less than 28 days, "28 Weeks Later ..." will have fallen into the compost of memory where compulsively generic movies that rely on fiercely gullible viewers all tend to retire, hazily. Sequel to Danny Boyle's cult-hit "28 Days Later ..." - may we please have the next sequel in 28 years? - this one takes place after the plague of zombies has eaten Britain. Nearly all the humans got munched, and the rapacious zombies have died off like pigs after a toxic binge. Robert Carlyle and Catherine McCormack are Don and Alice, surviving couple. The Yanks bring in "repatriated" Britons to restock London (forget Liverpool). Coming back are the couple's kids, a spunky Artful Dodger type played by superbly named Mackintosh Muggleton, and his lovely teen sister (almost equally well-named Imogen Poots). The movie has some vivid shock touches and the scenes of depopulated London are queasily strange. Still, this is really about a grimly ravaged couple and two kids put through hell. Your idea of fun? Munch on it. A 20th Century Fox release. Director: Juan Carlos Fresnadillo. Writers: Rowan Joffe, Juan Carlos Fresnadillo, Jesus Olmo. Cast: Robert Carlyle, Catherine McCormack, Jeremy Renner, Imogen Poots, Mackintosh Muggleton, Rose Byrne. Running time: 1 hour, 39 minutes. Rated R. 2 stars.
THE EX - Zach Braff is fine on TV and did a nice job writing, directing and acting in "Garden State." But his meal ticket is boyish cuteness - he's like a teen girls' chat room overhaul of Jon Lovitz. Braff smiles and gulps and double-takes cutely in "The Ex" as Tom, an aspiring New York chef. He exits job and city to move with wife Sofia (Amanda Peet) back to her Ohio roots. They've got a new baby, and Tom's a bit of a baby, a good guy prone to well-meant but klutzy gaffes. It doesn't help that his father-in-law (Charles Grodin) gets Tom a starter job at an ad agency, a place so fiercely hip and feely and PC it's like a Stepford Bosses version of Pee-wee's Playhouse. It helps less that his given "mentor" is an ambition freak and vicious mind-gamer in a wheelchair, Chip (Jason Bateman), a smarmy egotist who once dated Sofia. With snake-on-wheels Chip, who might (we can easily guess) be faking his "lifelong" paraplegia, Jesse Peretz's movie offers a few risky snaps of anti-PC impudence. But it's also crawly with cartoonish attitudes, dumb twists, embarrassments, baby close-ups, joke violence, a windup kid actor named Lucien Maisel, Grodin echoing past glory as a top comic actor, Mia Farrow as his wife reduced to being a dim, dotty collectible (and not for her real fans). An MGM release. Director: Jesse Peretz. Writers: David Guion, Michael Handelman. Cast: Zach Braff, Amanda Peet, Charles Grodin, Jason Bateman, Mia Farrow. Running time: 1 hour, 33 minutes. Rated PG-13. 1 1/2 stars.
GEORGIA RULE - A bar of soap is a repeated element in "Georgia Rule," and rightly so. Suds rise in this capably acted fem-drama laced with slap-in comedy. It's a story of three women, plus male appendages (sometimes rather literally). Jane Fonda is Georgia, lonesome and decent widow in wholesome Hull, Idaho. Her morally wayward granddaughter, Rachel (Lindsay Lohan), is sent to live with Georgia for a summer of strict straightening. Arriving later is Rachel's mother, Lilly (Felicity Huffman), an alcoholic whose life is all wobble and worry (Georgia - what a dear - washes out the liquor bottles before trashing them). It gets sticky once Rachel, mischievous to the verge of trampiness, says stepfather Arnold (Cary Elwes) used to molest her. This whopper comes soon after Rachel goes off in a rowboat with Idaho stallion and future Mormon missionary Harlan (Garrett Hedlund) and, with a naughty twinkle, eagerly tends his unexplored needs. The three women spin this bubbly bar of soap on their emotional tripod. Watching it foam, twirl and nearly tip over is family drama of an unusually spiced kind, for Mormon Idaho. A Universal Pictures release. Director: Garry Marshall. Writer: Mark Andrus. Cast: Jane Fonda, Lindsay Lohan, Felicity Huffman, Dermot Mulroney, Laurie Metcalf, Cary Elwes. Running time: 1 hour, 44 minutes. Rated R. 2 stars.
SPIDER-MAN 3 - By the Big Three "event" criteria, "Spider-Man 3" qualifies: 1) It cost a lot; 2) It will earn a lot; 3) Hype matches 1 and 2. You can skip all the merchandising and avoid saying "Spidey" but still have a good time with "Spider-Man 3." It's a dynamic Spider-Man movie. The first sequel (2004) was harried by the "can we do it again?" syndrome, though it had classy villains (Alfred Molina, Willem Dafoe, together a hambone duet of orchestral size). Now relaxed into its highly costumed skin, the new epic lets James Franco as Harry, the gone Dafoe's son, cut loose for some embittered villainy a lot like crazy old dad's. And Thomas Hayden Church, who looks more like Dafoe than Franco does, rips around as another villain. The story's "heart" includes making Church a sorrowful thief, Flint Marko, who misses his dear, sickly daughter. "I'm not a bad person, I've just had bad luck," Marko mutters sadly, and to prove it he stumbles into a secretive physics lab and is disintegrated into a weirdly buff pile of sand. "De-molecularized" and then re-formed as Sandman, he is the most beautiful effect this series has achieved. The appeal goes well beyond the plot doodles, or even the gorgeous use of the skyline and the tremendously engineered effects. It's rooted less in the Marvel Comics source than in director Sam Raimi's fierce faith in that source as a field of imaginative play, building upon the comics, freshly expanding the ka-pow! of the paper originals. When S-man turns aerial, we soar along. When he falls, stuck to a blasted slab of wall, gravity grabs us by the throat. A Columbia/Sony Pictures release. Director: Sam Raimi. Writers: Ivan Raimi, Alvin Sargent. Cast: Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard. Running time: 2 hours, 20 minutes. Rated PG-13. 3 stars.
4 STARS - Excellent.
3 STARS - Worthy.
2 STARS - Mixed.
1 STAR - Poor.
0 - Forget It (a dog.)
Capsules compiled from movie reviews written by David Elliott, film critic for The San Diego Union-Tribune, other staff writers and contributors.