GEORGE CLOONEY
The leading man gets a little heavier this fall—literally and figuratively. Clooney cowrote and directed Good Night, and Good Luck (Oct. 7), a drama about newsman Edward R. Murrow's face-off with McCarthyism; Clooney also steps in front of the camera to play journalist Fred Friendly. For his role as a CIA agent in the Middle East drama Syriana (Nov. 25) Clooney put on 30 lbs. The film is directed by Stephen Gaghan, the Oscar-winning screenwriter of Traffic.

JAKE GYLLENHAAL
The busiest actor this fall? Actually it's Ralph Fiennes, with four films, but Gyllenhaal is doing pretty good with three. He stars as Gwyneth Paltrow's love interest in the big-screen version of David Auburn's Proof (Sept. 16). He has a buzz cut—and Oscar buzz—as a Marine in Jarhead (Nov. 4), based on Anthony Swofford's Iraq memoir. In Brokeback Mountain (Dec. 9), an adaptation of a short story by Annie Proulx, he plays a cowboy who ends up in the arms of Heath Ledger.

SAMUEL JACKSON
The "L" stands for law in the veteran actor's next two movies. Odd-couple comedy The Man (Sept. 9) pairs special agent Jackson—trying to solve his partner's murder—with irritating dental-supply salesman Eugene Levy. As Det. Lorenzo Council in the adaptation of Richard Price's novel Freedomland (Dec. 23), he takes his job a little more seriously, investigating the supposed abduction of a white child by a black man.

CHARLIZE THERON
Hot off her Oscar victory for last year's Monster, Theron stars in North Country (Oct. 14), an Erin Brockovich-style story about the woman who won the first major sexual harassment case in the United States. Theron gets even tougher as the titular secret agent in the sci-fi action film Aeon Flux (Dec. 2). She was sidelined during production when she hurt her back doing a stunt, but she's all better now. More good news: Frances McDormand also appears in both films.

UMA THURMAN
Anybody who saw her with John Travolta in Pulp Fiction knows Thurman can dance. Now she goes one better: dancing and singing in the big-screen rendition of the hit Broadway musical The Producers (Dec. 21), costar-ring Nathan Lane and Matthew Broderick. Before that, she stars as a just-divorced woman in the romantic comedy Prime (Oct. 28). Meryl Streep joins the cast as her psychotherapist—and the mother of her boyfriend (Bryan Greenberg). Never an ideal situation.

JENNIFER ANISTON
Her marriage may be over, but Aniston's movie career is just starting to pick up speed. Following her acclaimed dramatic turn in 2002's The Good Girl, Aniston plays a cheating executive being blackmailed by a violent criminal in Derailed (Oct. 21). She lightens up in director Rob Reiner's Rumor Has It... (Dec. 25) as a woman who might be the granddaughter of the character who inspired The Graduate's Mrs. Robinson.

NICOLAS CAGE
Filmed on location in South Africa, the Oscar winner plays an international arms dealer who has to face the consequences of his profession in Lord of War (Sept. 16). As The Weather Man (Oct. 28), Cage leaves the weapons behind (unless you count his Doppler machine) in director Gore Verbinski's first film since Pirates of the Caribbean. Playing Chicago-based meteorologist Dave Spritz, Cage auditions for a national morning-news program, potentially jeopardizing relations with his family. The film examines all of their domestic issues-but can he get along with Katie?

REESE WITHERSPOON
There's no pottery or Patrick Swayze, but Witherspoon does play a spirit haunting her apartment's new tenant Mark Ruffalo in the romantic comedy Just Like Heaven (Sept. 16). In Walk the Line (Nov. 18)—costarring Joaquin Phoenix as Johnny Cash—Witherspoon trained for five months to sing and play the Autoharp as Cash's devoted wife, June Carter.

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