Munch. Munch. Munch. Ptuuui (beak). Munch. Munch. Ptuuui (feathers). Munch. Munch. Munch. Ptuuui (crow's feet).

So much for the crow-eating fairness demands of those of us who ever said Arnold Schwarzenegger had as much chance of becoming a good actor as he did of joining the Bolshoi.

Arnold Schwarzenegger, Penelope Ann Miller

In this totally enjoyable film, Schwarzenegger is witty, charming, subtle, tough and most impressive—a Cary Grant with pecs.

Not such big pecs anymore either. Arn has slimmed down and debulged so that he hardly looks any bigger than a water buffalo. And director Ivan (Ghostbusters) Reitman brings out just the right level of playfulness in Schwarzenegger. Together they bring off some very difficult comedy—with a fearsome man scaring his little pupils into line yet never seeming to be mean.

The children themselves are pure joy, sometimes obviously acting, sometimes all unself-conscious and deftly guided by Reitman (who, with editors Sheldon Kahn and Wendy Greene Bricmont, keeps their bits of dialogue to just the right length).

Schwarzenegger plays a Los Angeles cop working in Oregon, chasing a woman who has stolen a fortune from a crooked ex-husband. When his partner, Pamela Reed, gets sick as she's about to take an undercover job as a teacher, Arnold fills in and gets overrun, until he lays down the law.

There's mystery too: Nobody knows what the woman looks like, so the two cops must sort out suspects including Miller, a teacher at Schwarzenegger's school, and Cathy Moriarty, a pupil's mother, among others.

There were three writers—collaborators Timothy Harris and Herschel Weingrod (Twins) and newcomer Murray Salem. They weave in a number of subplots involving Reed's compulsive eating, child abuse and Carroll Baker's Ma Barker-like relationship with Richard Tyson, the gangster whose ex-wife is the mystery woman.

Linda Hunt is crafty as ever as an officious principal. Reed makes the most of her straight-woman role. Even such minor characters as Tom Kurlander—a crook who doesn't last long—add to the movie.

Schwarzenegger and the kids provide the zip though. Everyone can pick a favorite of the class's 30 or so pupils, played by children 4 to 7. Here's a vote for Sarah Rose Karr as a girl who's either sly on the verge of sweetness or the other way around.

The opening L.A.-set scenes contain violence the movie didn't need. But most of the time a spirit of fun dominates. When Schwarzenegger leads his class on a march and teaches them a cadence count—"Reading, writing, 'rithmetic/ Too much homework makes me sick"—there's only one word for it: irresistible. (PG-13)

Tom Hanks, Melanie Griffith

Whenever the essential nastiness of this movie's satire of American society shows through, it is wickedly funny in lampooning our obsessions with money and fame.

From the start, though (Hanks dragging his dog for a walk), director Brian DePalma lapses into idle, slapsticky digressions. You don't get angry at what he's attacking, or defensive; you just get weary.

Hanks is a rich New York City investment broker driving with Griffith, his mistress, when they get lost in the Bronx. Two young black men accost them, and Griffith accidentally hits one with the car. The film's focus is the gradual escalation of this incident into a scandal, with Hanks ending up on trial as a pawn of district attorney F. Murray Abraham's ambitions for higher office.

Playwright Michael Cristofer freely adapted Tom Wolfe's novel, with varying results. There's the acerbic side, such as Kevin Dunn, as Hanks's lawyer, commenting on their common school ties: "Yale is terrific for anything you want to do—as long as it doesn't involve real people."

And there's a stilted side: Morgan Freeman as a judge intoning, "Decency isn't a deal or an angle or a con or a hustle—it's what your grandmother taught you."

Hanks and Griffith, as a ruthless belle, are fine; Bruce Willis, as a reporter whose scoop leads to Hanks's arrest, handles his peripheral role easily enough. They and the audience are constantly buffeted, though, by such phenomena as the appearance of Geraldo Rivera, playing a sensationalistic reporter.

It's clear DePalma and Cristofer, like Wolfe, wanted to decry how manipulable we all are. It's also clear they never quite figured out how to do it with this movie. (R)

Al Pacino, Andy Garcia, Sofia Coppola

Not everybody thought the first sequel was such a swell idea either, but to anyone who admired the original, Godfather Part III can only seem like beating a dead horse head.

It picks up the saga of yuppie manqué-Mafia Don Michael Corleone—Pacino, looking aged and as glum as he would if he had spent the last six months rereading reviews of Revolution. Garcia is his illegitimate nephew, who longs for the days of knocking off rivals and stealing money rather than laundering it. Coppola, whose dad is the film's director, Francis, plays Pacino's daughter and Garcia's love interest.

Also on hand are Diane Keaton as Pacino's ex-wife, Don Novello as a Mafia PR man, Bridget Fonda as a photojournalist, Talia Shire as Pacino's sister, Eli Wallach as a weaselly mobster, Joe Mantegna as a rival gangster and George Hamilton as Pacino's lawyer, who just sits there as if he has both indigestion and a nice tan.

References to events in the first two Godfathers add to the confusion. Garcia, for example, is the son of James Caan, killed in Part I. That Pacino had his brother (John Cazale) murdered in Part II is a big part of this plot, but his motivation isn't explained.

Loose ends dangle all over and have lots of gaping holes to dangle into. Fonda dominates a couple of early scenes as a woman obviously on a hustle, then disappears, with no hint of what happened to her.

There's dumb violence aplenty. One man is killed by a hit man who grabs the victim's glasses and stabs him in the neck with that nib at the end of the earpiece—a weapon that ranks up there with creamed corn in the effective blunt instrument department. Another character is poisoned by a box of cannoli he accepts from Shire, a sworn enemy.

Writer Mario Puzo tries futilely to create distraction by involving Pacino in the death of Pope John Paul I and making Pacino's son, Franc D'Ambrosio, an opera singer whose voice is on the sound track but who lip-syncs so badly it makes you nostalgic for Milli Vanilli.

Pacino, while his speech patterns evoke his Big Boy Caprice in Dick Tracy, holds up well, considering Puzo gives him such lines as "Every family has bad memories." Garcia efficiently handles his one-dimensional role. And Wallach is brusquely sinister.

Sofia Coppola, however, is almost totally lacking in charisma, not to mention acting ability. Even such simple lines as "Is it actually happening again?" are delivered in robotic fashion.

Still, this movie would have gone into the tank if Jessica Lange were Coppola's daughter. In its lack of cohesion and control, Part III is reminiscent of Captain Queeg's pathetic attempts to relive past glory in The Caine Mutiny Court-Martial. (R)

Cher, Winona Ryder

Among this movie's multiple personalities are a morosely nostalgic one (brooding over reactions to President Kennedy's assassination), an antic one (Cher romping with Ryder and Christina Ricci, as her two daughters), a sloppy soap opera one (Ryder's unconvincingly sudden determination to lose her virginity and a too-coincidental crisis involving Ricci) and a sly, warm one (Bob Hoskins, as Cher's beau, cooking for her children because she makes only finger foods—three meals a day).

Some of this is entertaining, some of it foolish, and most of it is too eccentric to make much of an impact of any kind.

Directed by Richard (My Stepmother Is an Alien) Benjamin, who took it over partway from Frank Oz, it is set in 1963 and makes a big issue of the era, yet the film is riddled with anachronisms. Hoskins complains at one point, for instance, about how Astro Turf is ruining baseball, when Astro Turf wasn't even introduced into the major leagues until 1966. Eighties expressions like "Lighten up!" keep popping up, and people talk about Superman and Lois Lane kissing.

None of this ought to devastate anyone's day, of course, but such jarring annoyances throw the film off its rhythm, which is herky-jerky enough.

Ryder is quirkily appealing as a wildly maladjusted teenager (now, this is a kid who would have been a match for Edward Scissorhands) whose hobby is being embarrassed about her good-hearted mother's vaguely slutty and egregiously male-dependent behavior. Ricci is quietly likable as the sweet younger daughter whose talent for swimming accounts for only part of the title—Cher's mermaid New Year's Eve costume gets in there too.

Cher herself is offhandedly sarcastic. It seems like a routine performance for her, a throwback to her old TV show persona, especially against Hoskins, who is winningly earnest.

The script by June (Experience Preferred...but Not Essential) Roberts from Patty Dann's novel has its best moments in Ryder's stream-of-consciousness voice-overs—at one point she wonders whether nuns have pure thoughts "every second of the day"—but it's too often on the glib side. When a boyfriend tells Cher he's going on vacation without her, she says, "Not only are you not taking me on this trip, you're taking another woman!" He answers, "She's not just another woman. She's my wife!"

Then there's Hoskins telling Cher, "Time catches up. What can you do?" When she replies, "Keep moving," it's to groan for.

The saving grace is that the way the movie keeps lunging back and forth, you know that any bad moment isn't likely to last too long. (PG-13)

>STILL AN IRONHEAD: ROBOCOP 2

With the novelty gone, the Detroit cop turned cyborg—played under that clunky suit by Peter Weller—must survive on charm. But every time a scene starts to suggest a hint of wit or sensibility, director Irvin Kershner can't resist the urge to blow something up or mangle someone. Nancy Allen is back as Weller's human partner, and she lusts futilely after his chassis as they stalk a drug dealer who's eventually turned into a robocrook. Weller seems headed for the scrap heap a number of times, but don't get your hopes up. (Orion)

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