Sandra Bullock, Nicole Kidman, Aidan Quinn, Stockard Channing, Dianne Wiest

Is this a movie or a stop on the Lilith tour? Whenever the action lags in Practical Magic, a messy, overwrought comedy-drama based on novelist Alice Hoffman's 1995 book about two sisters who are modern-day witches, the movie cranks up its female-heavy soundtrack (Stevie Nicks, Sheryl Crow, Faith Hill, etc.) and lets the pictures onscreen stumble along to the music. When a movie relies this heavily on its soundtrack to create momentum, you know it's in trouble.

Trouble is right. As directed by Griffin Dunne (Addicted to Love), Practical Magic lurches so awkwardly from scene to scene (and from mood to mood) that the spell it casts is weak indeed, although Bullock and Kidman both have their moments as the supernatural siblings. Bullock plays the practical sister who eschews witchcraft for a normal life. Kidman is the wild one, running off with boys as soon as she's able. In quick succession (though not fast enough), Bullock marries happily but is widowed, Kidman's latest boyfriend (Goran Visnjic) turns out to be a louse and ends up dead, Bullock falls for a police investigator (Quinn) looking into Visnjic's sudden disappearance, and Kidman pays demonic tribute to Linda Blair in The Exorcist.

Bullock works admirably hard, but we've seen her do this skittish, woe-is-me act before, most recently in Hope Floats. Kidman is sexy, slithery fun, but her character remains only half-drawn. (PG-13)

Bottom Line: Where's Margaret Hamilton when you need her?

Ian McKellen, Brad Renfro

Never trust a Nazi. So learns the teenage protagonist of Apt Pupil, an honorable but not entirely successful attempt by director Bryan Singer (The Usual Suspects) to make a morally complex horror movie.

Set in 1984, the film begins with its star pupil (Renfro) discovering that an elderly man living in his California town is an escaped Nazi war criminal. Instead of calling the cops, Renfro spends months pumping the man (McKellen) about the horrors of the Holocaust. "I want you to tell me everything they're afraid to tell us in school," he instructs McKellen. Both man and boy find themselves sickly stirred by the memories. Soon the old man is shoving a cat into an oven. The boy is bludgeoning a pigeon. Neither stops there.

Pupil starts off as an absorbing thriller about the nature and seductiveness of evil but, by its end, devolves into a more standard horror film in which evil is simply evil, and corpses pile up. The movie is, after all, based on a 1982 novella by Stephen King, whose credentials as a moral philosopher about Nazism don't exactly rival Hannah Arendt's. The acting, though, is terrific. As the unrepentant German, McKellen is chilling. Playing his eager student, Renfro is, scarily, all too convincing. (R)

Bottom Line: Good try, but the lesson plan could use some tinkering

Dylan Baker, Cynthia Stevenson, Lara Flynn Boyle, Jane Adams, Rufus Read

Featured attraction

Its title may be all smiley-faced, but there is nothing happy about Happiness. There is, however, much that is funny, shocking and profoundly disturbing in this subversive black comedy about suburban angst. Some moviegoers (my tent is pitched in this camp) will embrace Happiness, while tons of others will loathe it, objecting to the film's graphic scenes of masturbation, explicit phone sex and its verging-on-sympathetic portrayal of a pedophile.

Happiness is the second movie by writer-director Todd Solondz (Welcome to the Dollhouse) and confirms that he is a filmmaker of both twisted vision and enormous talent. As in Dollhouse, Solondz sets Happiness in the New Jersey suburbs, where he follows three adult sisters (Stevenson, Boyle and Adams), their romantic and would-be romantic partners and parents (Ben Gazzara and Louise Lasser), who are themselves spatting in Florida.

At the center of the movie is the sad but horrifying story of the pedophile husband (Baker), a shrink who understands just how sick his compulsions are but cannot curb them. He is wed to the oldest sister (Stevenson), a homemaker blissfully unaware of hubby's true nature. In scenes that are both touching and discomforting, their 11-year-old son (Read) keeps coming to Baker for sex advice. Everybody in Happiness could use sex advice, as no one's sex life seems at all satisfying or normal. Maybe that's the point.

In the excellent ensemble cast, Baker (Murder One), his face a study in queasy repression, is the standout. (And watch for Maria Maples, the ex-Mrs. Donald Trump, as a real estate agent who chirps, "Divorce was the best thing that ever happened to me.") (Not rated)

Bottom Line: If you're on the right wavelength, Happiness offers a memorable ride

>ANTZ The ants crawl in, the ants crawl out, jabber amusingly, dance joyously and prove themselves welcome companions in an animated feature that'll entertain adults even more than kids. (PG)

CLAY PIGEONS This thriller about murder in Montana lacks substance but does boast appealingly goofy performances by a bright young cast, including Vince Vaughn, Joaquin Phoenix and Janeane Garofalo. (R)

RONIN Robert De Niro makes like a contemplative Bruce Willis in a cooler-than-cool thriller that's set in—honey, can we go there?—Paris and the south of France. Loved the car chases too. (R)