Sean Penn, Jude Law, Kate Winslet, Anthony Hopkins, Patricia Clarkson, James Gandolfini
BY LEAH ROZEN
DRAMA

Read the book. Or watch the classic 1949 film version, which won an Oscar for Best Picture. They'll serve you better than this flaccid remake of All the King's Men by writer-director Steven Zaillian (A Civil Action), which given the talent involved has to be considered a major disappointment.

Based on Robert Penn Warren's Pulitzer Prize-winning 1946 novel, Men centers on the rise and fall of Willie Stark (Penn), a self-described "redneck hick" elected governor of Louisiana in the 1930s. A populist reformer who enters politics with honorable intentions, Stark is soon greedily lining his own pockets even as he makes good on promises to help the poor by squeezing the rich. (Warren based Stark on Huey Long, the famed Louisiana governor and, later, senator. This film underscores the link when Stark records "Every Man a King," a ditty cowritten and sung by Long.)

When Penn is onscreen, oozing country charm, Men crackles with energy. Heck, anyone would vote for this guy. But other characters pale next to his, chunks of character development seem to have gone missing in the editing room, and rococo plot twists involving an idealistic adviser (Law), a judge (Hopkins) and a society dame (Winslet) drag on endlessly, making the whole affair as enervating as Louisiana humidity. (PG-13)

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James Franco, Martin Henderson
ADVENTURE

Their reasons as varied as their backgrounds, a group of young American men journey to France in 1916—before the U.S.'s entry into World War I—to become fighter pilots under French command. Flying in canvas biplanes, these would-be aerial aces engage German foes in fierce dogfights high in the sky, knowing each shoot-out could be their last.

Stop me if you've heard this before. That's the problem with Flyboys, a serviceable action movie that features a sensitive though swaggering hero (Franco), his limpid-eyed French sweetie (Jennifer Decker), whom he meets cute in a brothel (don't worry, she's not working) and a grizzled mentor (Jean Reno). From the first scenes, you can accurately predict who will live and who will die, and pretty much in what order.

That said, if I were 13 or even 22, I'd find the movie both stirring and moving. And I'd be right. It is all that, just in ways that echo too many movies I've seen before. What Flyboys does have going for it are vivid aerial battle scenes and a confident, endearing performance by Franco, who proves up to carrying the movie on his wide, leather-jacketed shoulders. (PG-13)

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Gael García Bernal, Charlotte Gainsbourg
COMEDY

Gael García Bernal pulls off a hat trick: He's adorable in three languages (English, French and Spanish). In this wildly creative comedy from writer-director Michel Gondry (Eternal Sunshine of the Spotless Mind), the elfin Mexican actor is a shy graphic artist who, upon moving to Paris from his homeland, has trouble distinguishing between fantasy and reality. When he develops a crush on a neighbor (Gainsbourg) and she begins turning up in his dreams, life becomes seriously confusing. What Sleep lacks in plot, it more than makes up for with brilliantly imaginative visual sequences and an overall sweetness. (R)

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Rating English stars as they duel to a drawl

Sure, Vivien Leigh played Scarlett O'Hara to a fiddle-dee-dee in Gone with the Wind. But three of her countrymen have more trouble trying to sound Southern in Men.

JUDE LAW Natives of the Big Easy might be able to tell, but he seems to master the lingual languidity of a smooth-talking New Orleans aristocrat.

KATE WINSLET She may hail from southern England, but that don't mean she can whistle "Dixie." Winslet's accent in Men comes and goes—but mostly goes.

ANTHONY HOPKINS What accent? The Welsh-born star doesn't bother trying at all.

He's played James Dean, Spider-Man's foe and a World War I ace, but this 28-year-old Palo Alto, Calif., boy isn't letting the altitude go to his head.

DRAMAMINE ANYONE? "I did mock aerial combat for Flyboys. You go up in planes with military pilots and have six dogfights with a friend. We did four or five loops in a row. My friend threw up twice—but I didn't."

SUPER FRIENDS! "I've never had as much fun as I had on Spider-Man 3 with Tobey [Maguire] and Kirsten [Dunst]. We were friendly in the first couple, but now I consider them friends."

WILLING TO WAIT "For a long time I was really focused on my career. I've tried to relax a little bit. That doesn't mean I'm ready to get married. If I got married at 40, I wouldn't feel like it was too late."

A hot ticket at this year's Toronto film festival, Bobby, written and directed by Emilio Estevez, is set at L.A.'s Ambassador Hotel the day Robert F. Kennedy was killed there in 1968. The movie reunites Estevez with former Brat Pack girlfriend Demi Moore and also stars Sharon Stone, Ashton Kutcher and Lindsay Lohan. The work-in-progress version I saw is sprawling, and several characters seem thinly drawn, but its admiration for RFK reminds us that his causes (ending civil injustice, pollution and an unpopular war) remain valid today. Bobby hits theaters Nov. 17.

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