CHARLOTTE GRAY (FilmFour) limited opening December 28;

expansion begins January 11

Director: Gillian Armstrong

Screenwriter: Jeremy Brock, based on the novel by Sebastian Faulk

Producers: Sarah Curtis, Douglas Rae

Executive Producers: Paul Webster, Robert Bernstein, Hanno Huth

Cast: Cate Blanchett, Billy Crudup, Michael Gambon, Rupert Penry-Jones

Drama. Set in Nazi-occupied France at the height of World War II, Charlotte Gray tells the compelling story of a young Scottish woman (Cate Blanchett) working with a French Resistance fighter (Billy Crudup) in the hope of rescuing her lover, a missing RAF pilot (Rupert Penry-Jones).

This film is rated PG-13 by the MPAA for "some war-related violence, sensuality and brief strong language."

A WALK TO REMEMBER (Pandora) January 25

Director: Adam Shankman

Screenwriter: Karen Janszen, from the novel by Nicholas Sparks

Producers: Denise Di Novi, Hunt Lowry

Executive Producers: E.K. Gaylord II, Bill Johnson, Casey La Scala, Edward L. McDonnell

Cast: Shane West, Mandy Moore, Peter Coyote, Daryl Hannah

Coming-of-age love story. Set in North Carolina, A Walk To Remember follows the rite of passage of a jaded, aimless high school senior (Shane West) who falls in love with a guileless young woman (Mandy Moore) he and his friends once scorned. The two develop a powerful and inspirational relationship in which they discover truths that take most people a lifetime to learn.

This film is rated PG by the MPAA for "thematic elements, language and some sensual material."

COLLATERAL DAMAGE (Bel-Air Entertainment) February 8

Director: Andrew Davis

Writers: David Griffiths & Peter Griffiths; story by Ronald Roose and

David Griffiths & Peter Griffiths

Producers: Steven Reuther, David Foster

Executive Producers: Hawk Koch, Nicholas Meyer

Cast: Arnold Schwarzenegger, Elias Koteas, Francesca Neri, Cliff Curtis, John Leguizamo, John Turturro

Action thriller. A firefighter (Arnold Schwarzenegger) is plunged into the complex and dangerous world of international terrorism after he loses his wife and child in a bombing. Frustrated by the government’s stalled investigation and haunted by the thought that the man responsible for murdering his family might never be brought to justice, he takes matters into his own hands and tracks the bomber to Colombia.

This film is rated R by the MPAA for "violence and some language."

QUEEN OF THE DAMNED (Village Roadshow Pictures) February 22

Director: Michael Rymer

Screenwriters: Scott Abbott and Michael Petroni, based on The Vampire Chronicles by Anne Rice

Producer: Jorge Saralegui

Executive Producers: Su Armstrong, Andrew Mason, Bill Gerber, Bruce Berman

Cast: Stuart Townsend, Aaliyah, Marguerite Moreau, Vincent Perez, Lena Olin

Supernatural adventure. This adaptation of Anne Rice’s best-selling novel follows the legendary vampire Lestat (Stuart Townsend), who has reinvented himself as a rock star in the contemporary American music scene. His music wakes Akasha (Aaliyah), the queen of all vampires, and inspires her desire to make Lestat her king. Akasha’s malevolent power is so great that all the immortal vampires must stand against her if they want to survive. Meanwhile, a young London woman with a fascination for the dark side (Marguerite Moreau) falls in love with Lestat.

This film is rated R by the MPAA for "vampire violence."

THE SALTON SEA (Castle Rock Entertainment) March 1

Director: D. J. Caruso

Writer: Tony Gayton

Producers: Frank Darabont, Eriq La Salle, Ken Aguado, Butch Robinson

Executive Producer: Jim Behnke

Cast: Val Kilmer, Vincent D’Onofrio, Adam Goldberg, Luis Guzman, Doug

Hutchison, Anthony LaPaglia, Glenn Plummer, Peter Sarsgaard,

Deborah Kara Unger, Chandra West, B.D. Wong

Character-driven thriller. After the murder of his beloved wife, a man (Val Kilmer) in search of redemption is set adrift in a world where nothing is as it seems. On his journey, he befriends slacker Jimmy "The Finn" (Peter Sarsgaard), becomes involved in rescuing his neighbor Colette (Deborah Kara Unger) from her own demons, and gets entangled in a web of deceit full of unexpected twists and turns.

This film is rated R by the MPAA for "strong violence, drug use, language and some sexuality."

DEATH TO SMOOCHY (FilmFour/Senator Entertainment) March 15

Director: Danny DeVito

Writer: Adam Resnick

Producers: Andrew Lazar, Peter Macgregor-Scott

Cast: Robin Williams, Edward Norton, Catherine Keener, Danny DeVito,

Jon Stewart

Dark satirical comedy. Set against the cutthroat world of children’s television, Death to Smoochy tells the story of Rainbow Randolph (Robin Williams), the corrupt, costumed star of a popular children’s TV show, who is fired over a bribery scandal and replaced by squeaky-clean Smoochy (Edward Norton), a puffy fuscia rhinoceros. As Smoochy catapults to fame ­ scoring hit ratings and the affections of a jaded network executive (Catherine Keener) ­ Randolph makes the unsuspecting rhino the target of his numerous outrageous attempts to exact revenge and reclaim his status as America’s sweetheart.

This film is not yet rated.

SHOWTIME (Village Roadshow Pictures) March 29

Director: Tom Dey

Writers: Keith Sharon and Alfred Gough & Miles Millar, story by

Jorge Saralegui

Producers: Jorge Saralegui, Jane Rosenthal

Executive Producers: Will Smith, James Lassiter, Eric McLeod, Bruce Berman

Cast: Robert De Niro, Eddie Murphy, Rene Russo, Frankie R. Faison,

William Shatner

Satirical action comedy. When a no-nonsense LAPD detective (Robert DeNiro) is forced to star in a reality-based television show with a frustrated actor-turned-LAPD-patrolman (Eddie Murphy), they find their lives turned upside down by a powerhouse producer (Rene Russo) and her very intrusive camera crew.

This film is rated PG-13 by the MPAA for "action, violence, language and some drug content."

MURDER BY NUMBERS (Castle Rock Entertainment) April 12

Director: Barbet Schroeder

Writer: Tony Gayton

Producers: Barbet Schroeder, Susan Hoffman, Richard Crystal

Executive Producers: Sandra Bullock, Jeffrey Stott

Cast: Sandra Bullock, Ryan Gosling, Michael Pitt, Agnes Bruckner, Chris Penn,

R. D. Call, Ben Chaplin

Psychological suspense-thriller. A tenacious homicide detective (Sandra Bullock) and her new partner (Ben Chaplin) uncover a trail of shrewdly concealed evidence that links two brilliant young men (Ryan Gosling, Michael Pitt) to a murder.

This film is not yet rated.

JUWANNA MANN (Morgan Creek) May 10

Director: Jesse Vaughan

Writers: Bradley Allenstein

Producers: James G. Robinson, Bill Gerber, Steve Oedekerk

Executive Producers: Jonathan A. Zimbert

Cast: Miguel A. Nuñéz Jr., Vivica A. Fox, Kevin Pollak, Tommy Davidson,

Ginuwine, Kim Wayans, Lil' Kim, Annie Corley

Comedy. When a bad-boy ballplayer (Miguel A. Nuñéz Jr.) gets booted out of professional basketball, he wants so much to return to the game that he disguises himself as female all-star "Juwanna Mann" and joins the Women’s Basketball League.

This film is rated PG-13 by the MPAA for "language and sex-related material."

INSOMNIA (Alcon Entertainment) May 24

Director: Christopher Nolan

Writer: Hillary Seitz

Producers: Paul Junger Witt, Edward L. McDonnell, Broderick Johnson,

Andrew A. Kosove

Executive Producers: George Clooney, Steven Soderbergh, Tony Thomas, Kim Roth, Charles J.D. Schlissel

Cast: Al Pacino, Robin Williams, Hilary Swank, Maura Tierney, Martin Donovan, Nicky Katt, Paul Dooley

This film is not yet rated.

Director: Raja Gosnell

Writer: James Gunn

Producer: Charles Roven

Executive Producers: Richard Suckle, Andrew Mason, Robert Engelman, Kelley Smith-Wait, William Hanna, Joseph Barbera

Cast: Freddie Prinze Jr., Sarah Michelle Gellar, Matthew Lillard, Linda Cardellini, Rowan Atkinson

Comedy. This first-ever live-action adaptation of the beloved and long-running animated series catches up with Scooby-Doo and the Mystery Inc. gang as they meddle their way into a bona fide mystery that leads them into murky and possibly supernatural waters.

This film is not yet rated.

DIVINE SECRETS OF THE YA-YA SISTERHOOD (Gaylord Films) July 12

Director: Callie Khouri

Screenwriters: Screenplay by Callie Khouri, adapted by Mark Andrus from the novels Divine Secrets of the Ya-Ya Sisterhood and Little Altars Everywhere by Rebecca Wells

Producers: Bonnie Bruckheimer, Hunt Lowry

Executive Producers: Bette Midler, Mary McLaglen, Lisa Stewart

Cast: (in alphabetical order) Sandra Bullock, Ellen Burstyn, Fionnula Flanagan,

James Garner, Ashley Judd, Shirley Knight, Angus MacFadyen, Maggie Smith

Comedy-Drama. This classic Southern tale of life, love and family follows a group of lifelong friends as they stage a rather unorthodox intervention to help a young playwright unravel the truth about her eccentric mother, find forgiveness and come to terms with her painful past.

This film is not yet rated.

POWERPUFF GIRLS: THE MOVIE (Cartoon Network) July

Director: Craig McCracken

Screenwriter: Amy Keating Rogers; Written and Storyboarded by Don Shank, Charlie Bean, Lauren Faust, Paul Rudish, Craig McCracken

Producer: Donna Castricone

Executive Producer: Craig McCracken

Voice Cast: Tara Strong, Catherine Cavadini, E.G. Daily

Animated children/family adventure. Based on the hit animated television series, this feature film adaptation tells the story of how Blossom, Bubbles and Buttercup ­ three exuberant young girls ­ obtain their unique powers, become superheroes and join forces to foil evil mutant monkey Mojo Jojo’s plan to take over the world.

This film is not yet rated.

DOWN AND UNDER (Castle Rock Entertainment) August 2

Director: David McNally

Writers: Scott Rosenberg & Steve Bing

Producer: Jerry Bruckheimer

Executive Producers: Barry Waldman, Mike Stenson, Chad Oman, Andrew Mason

Cast: Jerry O’Connell, Anthony Anderson, Estella Warren, Christopher Walken,

Dyan Cannon, Michael Shannon, Marton Csokas, David Ngoombujarra

Comedy. Two friends from Brooklyn (Jerry O’Connell, Anthony Anderson) are forced to deliver mob money to Australia. Their misadventures begin when one of them places his red jacket on a kangaroo while attempting to snap a picture. When the kangaroo bounces off, they realize the mob money is in the jacket and are forced to give chase through the Outback.

This film is not yet rated.

THE ADVENTURES OF PLUTO NASH August 16

(Castle Rock Entertainment/Village Roadshow Pictures)

Director: Ron Underwood

Writer: Neil Cuthbert

Producers: Martin Bregman, Michael Bregman, Louis A. Stroller

Executive Producer: Bruce Berman

Cast: Eddie Murphy, Randy Quaid, Rosario Dawson, Joe Pantoliano, Jay Mohr, Luis Guzman, James Rebhorn, Peter Boyle, Pam Grier, John Cleese

Action comedy. Set on the moon in the year 2087, where audacious nightclub owner Pluto Nash (Eddie Murphy) finds himself in hot water when he refuses to sell his club to the local mob. The lunar gangsters are helping the mysterious Rex Crater mastermind a plan to take over the moon. Joining Pluto in the danger and lunacy are Dina Lake (Rosario Dawson), a beautiful earthling who has traveled to the moon to further her singing ambitions, and Pluto’s bodyguard Bruno (Quaid) ­ a robot quickly approaching obsolescence.

This film is rated PG-13 by the MPAA for "violence, sexual humor and language."

EIGHT LEGGED FREAKS (Village Roadshow Pictures) August 30

Director: Ellory Elkayem

Screenwriters: Jesse Alexander & Ellory Elkayem, story by Ellory Elkayem and Randy Kornfield

Producers: Dean Devlin, Bruce Berman

Executive Producers: Roland Emmerich, Peter Winther, William Fay

Cast: David Arquette, Kari Wuhrer, Scott Terra, Doug E. Doug, Scarlett Johansson

Science-fiction thriller. The residents of a rural mining town discover that an unfortunate chemical spill has caused hundreds of little spiders to mutate overnight to the size of SUVs. It’s up to mining engineer Chris McCormack (David Arquette) and Sheriff Sam Parker (Kari Wuhrer) to mobilize an eclectic group of townspeople into battle against the bloodthirsty eight-legged beasts. With state-of-the-art visual effects, Eight Legged Freaks updates such inspired genre classics as Them and Black Scorpion into a terrifyingly fun experience.

This film is rated PG-13 by the MPAA for "sci-fi violence, brief sexuality and language."

CITY BY THE SEA (Franchise Pictures) September 6

Director: Michael Caton-Jones

Writers: Ken Hixon, based on the article by Michael McAlary

Producers: Brad Grey, Elie Samaha, Michael Caton-Jones, Matthew Baer

Executive Producers: Andrew Stevens, Dan Klores, Don Carmody, Roger Paradiso

Cast: Robert De Niro, Frances McDormand, James Franco, Eliza Dushku, William Forsythe, George Dzundza

Drama. When a respected New York homicide detective (Robert De Niro) discovers the prime suspect in a murder case is his estranged son (James Franco), he is forced to return home to the decaying boardwalks of Long Beach, Long Island to confront the darkness of his past. During the course of the investigation, he realizes that his failures as a father ­ and his unresolved anguish about the painful estrangement ­ have deeply influenced his son’s life, and he must put his own life on the line in order to do right by both his family and his profession.

This film is not yet rated.

WELCOME TO COLLINWOOD (Pandora) September 13

Writer-Directors: Anthony & Joe Russo

Producers: Steven Soderbergh, George Clooney

Executive Producers: Hunt Lowry, Casey La Scala, Hendrik Hey, Ben Cosgrove

Cast: Luis Guzman, Michael Jeter, Patricia Clarkson, Andrew Davoli, Isaiah Washington, William H. Macy, Sam Rockwell, Gabrielle Union, Jennifer Esposito, George Clooney

Action adventure comedy. Five hapless misfits from the hard-luck streets of Cleveland band together to try and pull off the greatest job they’ve ever heard of. When their plans go awry, this army of eccentrics find themselves gaining more than they lose.

This film is not yet rated.

GODS AND GENERALS (Ted Turner Pictures) September

Writer-Director-Producer: Ronald F. Maxwell, based on the novel by Jeff Shaara

Executive Producers: Robert Katz, Moctezuma Esparza, Robert Rehme

Co-Executive Producer: Nick Grillo

Cast: Robert Duvall, Stephen Lang, Jeff Daniels, Mira Sorvino, Bruce Boxleitner, Kali Rocha, Jeremy London, William Sanderson, Stephen Spacek, Scott Cooper

Drama. A sweeping epic charting the early years of the Civil War and how the campaigns unfolded from Manassas I to the Battle of Fredericksburg, this prequel to the film Gettysburg explores the motivations of the combatants and examines the lives of those who waited at home.

This film is not yet rated.

WHITE OLEANDER (Pandora) October

Director: Peter Kosminsky

Screenwriter: Mary Agnes Donoghue, based on the novel by Janet Fitch

Producers: John Wells, Hunt Lowry

Executive Producers: Kristin Harms, Stacy Cohen, Patrick Markey

Cast: Alison Lohman, Robin Wright Penn, Michelle Pfeiffer, Renee Zellweger, Billy Connolly, Svetlana Efremova, Patrick Fugit, Cole Hauser, Noah Wyle

Character-based drama. White Oleander chronicles the life of Astrid (Alison Lohman), a young teenager who journeys through a series of foster homes after her mother (Michelle Pfeiffer) goes to prison for committing a crime of passion. Set adrift in the world, Astrid struggles to become her own person while coming to terms with the challenges of living life on her own.

This film is not yet rated.

Director: Steve Beck

Writers: Mark Hanlon, John Pogue

Producers: Joel Silver, Robert Zemeckis, Gil Adler

Cast: Julianna Margulies, Ron Eldard, Isaiah Washington, Karl Urban, Alex Dimitriades

Horror. In a remote region of the Bering Sea, a boat salvage crew discovers the eerie remains of a grand passenger liner thought lost for more than 40 years. Once onboard, the crew must confront the ship’s horrific past and face the ultimate fight for their lives.

This film is not yet rated.

Director: Harold Ramis

Writer: Peter Steinfeld

Producers: Barry Levinson, Paula Weinstein

Cast: Robert De Niro, Billy Crystal

Comedy sequel to the hit film Analyze This. While dealing with issues surrounding his father’s death, a psychologist (Billy Crystal) also struggles to help his mobster client (Robert De Niro) whose life is being threatened.

This film is not yet rated.

ECKS VS. SEVER (Franchise Pictures) November 1

Director: Kaos

Writer: Alan McElroy

Producers: Chris Lee, Elie Samaha, Andrew Stevens, Kaos

Executive Producers: Tracee Stanley

Cast: Antonio Banderas, Lucy Liu, Gregg Henry, Ray Park

Action adventure. Haunted by the mysterious death of his wife, reclusive former FBI manhunter Jeremiah Ecks (Antonio Banderas) is blackmailed back into service to track down an unstoppable ex-DIA operative, code-named Sever (Lucy Liu), who has kidnapped the young son of the head of a secret committee of international security agencies.

This film is not yet rated.

Director: Chris Columbus

Screenwriter: Steve Kloves, based on the novel by J.K. Rowling

Producer: David Heyman

Cast: Daniel Radcliffe, Rupert Grint, Emma Watson, Kenneth Branagh, Robbie Coltrane, Richard Harris, Dame Maggie Smith

Fantasy. The follow-up to Harry Potter and the Sorcerer’s Stone finds young wizard Harry Potter (Daniel Radcliffe) and his friends Ron (Rupert Grint) and Hermione (Emma Watson) facing new challenges during their second year at Hogwarts School of Witchcraft and Wizardry as they try to discover a dark force that is terrorizing the school.

Director: Tarsem

Writer: Frank Cappello

Producer: Lauren Shuler-Donner, Benjamin Melniker, Michael Ulsan, Akiva Goldsman

Executive Producers: Michael Aguilar

Cast: Nicolas Cage

Science fiction suspense drama. Renegade occultist John Constantine (Nicolas Cage), who has literally been to hell and back, teams up with skeptical policewoman Katelin Dodson to solve the mysterious suicide of her twin sister. Their investigation takes them through the world of demons and angels that exists just beneath the landscape of contemporary Los Angeles. Based on the DC-Vertigo comic book Hellblazer.

This film is not yet rated.

(Castle Rock Entertainment)

Writer-Director: Marc Lawrence

Producer: Sandra Bullock

Executive Producer: Marc Lawrence, Mary McLaglen

Cast: Sandra Bullock, Hugh Grant

Romantic comedy. Sandra Bullock plays a brilliant but slightly neurotic attorney opposite Hugh Grant as her charming, irresponsible and fabulously wealthy boss in a film that explores whether or not it’s ever too late to say "I Love You."

This film is not yet rated.