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Ultimate Fall Movie Preview
      The temperature's dropping, leaves are turning, and a colorful new crop of films is getting ready to blow in to theaters. This fall, Tom Cruise takes a lickin' from an obsessive lover in Vanilla Sky, Will Smith floats like a really buff butterfly through Ali, Gwyneth Paltrow plays the heavy -- literally -- in Shallow Hal, and George Clooney, Brad Pitt, Julia Roberts, and Matt Damon all ride the wave of Ocean's Eleven in Steven Soderbergh's gritty remake. There is a lot to be thankful for this season, and our exclusive, inside guide to the 53 biggest films tells you why.
Ali Ali - Preview

"I turned it down for a few years," says Smith of the role of legendary boxer and cultural icon Muhammad Ali. "It just seemed entirely too huge. I knew I'd have triple duty: I had to learn how to fight. Then I had to learn how to fight like Ali, the greatest fighter of all time. And then just becoming the man."

It wasn't until Smith heard director Mann (The Insider) say, "I will give you a curriculum that will enable you to become Muhammad Ali," that the actor accepted the challenge and helped ensure that Mann got the budget he needed.

Through a long, arduous shoot that began in Los Angeles and traveled to Chicago, Miami, and Africa, the indefatigable perfectionist Mann and the obsessively dedicated Smith focused on ten crucial years of Ali's life.

The film begins in 1964, when the boxer emerged from the Jim Crow world of Louisville, Kentucky, as the mouthy, supremely skilled Cassius Clay, and it continues through 1974, when the man who renamed himself Muhammad Ali emerged from his long fight with the U.S. government (due to his religious beliefs, he refused to be drafted for Vietnam) to defeat George Foreman in the "Rumble in the Jungle." Smith and Mann became connoisseurs of Ali's bouts, even re-creating parts of them punch by punch.
Ali - Info
Starring: Will Smith, Michael Bentt, Giancarlo Esposito, Jamie Foxx, Nona Gaye, Michael Michele, Jon Voight, Jada Pinkett Smith
Directed by Michael Mann
(Columbia, December 7)


Foxx (Any Given Sunday) plays Ali's spiritual guide Drew "Bundini" Brown, Van Peebles is Malcolm X, and Voight appears as sportscaster Howard Cosell. The exciting part, Mann says, "was not to do a docudrama, but to explore Ali and his unique significance to lots of people in that period."

For Smith, it was all "about understanding another person's emotions and experiences," the star says. "The only other time I've been this zoned in to a character was on Six Degrees of Separation."
Ocean's 11

Ocean's 11 - Preview

"Our whole thing was, 'Wouldn't it be cool to recall those Irwin Allen movies where there used to be 15 stars?' " says director Soderbergh (Traffic), who opted for a grittier look over the gloss of the 1960 original. Though this heist picture is set in the present day, "you don't feel an era," Clooney says.

But reconceiving the Rat Pack classic has its risks. "I'm gonna take the knocks from people who say, 'He's playing Frank Sinatra,' which, of course, I'm not doing," Clooney says. "But we feel we'll cover the coolness of those guys with a much smarter script and, no knock on the original, a much better filmmaker."

Pitt, then, is not playing Dean Martin; Damon is not playing Peter Lawford; Cheadle is not playing Sammy Davis Jr.; and Roberts is not playing Angie Dickinson. But the plot still focuses on a group that aligns itself around Danny Ocean (Clooney) to rob a Las Vegas casino tycoon (Garcia), who now squires Danny's ex-wife (Roberts).

"Vegas is a much different place than it was then, and this is a completely different movie. There are laughs all through it," says producer Jerry Weintraub (The Specialist), who commissioned "many different scripts" during the film's long development process.

Ocean's 11 - Info
Starring: George Clooney, Don Cheadle, Matt Damon, Andy Garcia, Brad Pitt, Julia Roberts
Directed by Steven Soderbergh
(Warner, December 7)
The winning version splits the story into setup and actual heist, which takes place against the backdrop of a prize fight -- and mixes in some dark hues with the comedy. "Steven said, 'Read it, because I know how to do it,' " Clooney says. "Everyone had to cut their fee [though the key players have back-end deals] -- it was like, 'Let's go do this and have a blast.' "
Shallow Hal Shallow Hal - Preview

Most of us would happily shell out $8 just to see Paltrow in a 300-pound fat suit (though you don't get more than a glimpse of her that way until the last ten minutes). But there's more to this romantic comedy by the Farrellys (Me, Myself & Irene) than seeing Gwyneth play the heavy.

The brothers had just begun writing the script -- about a womanizer (Black) who gets hypnotized to see only a person's inner beauty, and then falls for an obese woman -- when Bobby saw Paltrow in a play last summer.

Over a beer after the performance, the two agreed to work on a project together. "From then on," he says, "we wrote it with her in mind." Says Peter, "We needed somebody with inner beauty. That's what the movie is about."
Shallow Hal - Info
Starring: Jack Black, Gwyneth Paltrow, Jason Alexander, Tony Robbins, Laura Kightlinger
Directed by Bobby and Peter Farrelly
(Warner Bros., Nov 9)


If all this sounds suspicious coming from a couple of guys who not too long ago had Cameron Diaz using a unique hair gel, don't worry: The Farrelly humor remains intact, but in a softer way.

"This movie is anything but an affront to heavy or unattractive women," Peter says. "Our goal has always been to make a movie that's funny and sweet and ultimately a tearjerker. That's what we're aiming for here."
Vanilla Sky

Vanilla Sky - Preview

After 1996's Jerry Maguire, as Cruise and writer-director Crowe were searching for another film to make together, the actor invited Crowe to his home to watch the offbeat Spanish film Abre los Ojos (Open Your Eyes).

"The movie finished," Crowe recalls, "and we said, 'Whoa.' I called him the next day and said, 'I can't get this movie out of my head.' And he said, 'I've acquired the rights to remake it.' "

There's little information about how closely the remake follows the original (in which an ill-advised car ride with an ex-lover leads to a crash that disfigures the hero), but Cruise plays, according to producer Paula Wagner (Mission: Impossible II), "a man who meets the love of his life [Cruz, reprising her Ojos role] and makes one mistake that turns his life around. He goes through hell to find his lost love."

That mistake comes in the person of an obsessive played by Diaz, a role Crowe describes as "Holly Golightly five minutes past her prime." Eventually, the movie undergoes a Matrix-like twist, which subverts our sense of reality.

Vanilla Sky - Info
Starring: Tom Cruise, Penelope Cruz, Cameron Diaz, Johnny Galecki, Jason Lee, Kurt Russell
Directed by Cameron Crowe
(Paramount, December 14
After choosing a new title, one he had considered for Almost Famous, Crowe adapted the film to a contemporary Manhattan setting and laced it with pop-culture references (including allusions to the Beatles, whose songs might be heard in the movie).

Crowe witnessed an even bigger change, however: what he calls Cruise's "completely striking" maturation as an actor. "It's like meeting somebody you've grown up with, and you're just blown away by how they've grown."
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