Maurice Sendak\'s kiddie lit classic gets a live-action adaptation thanks to two of pop culture\'s most creative minds. Director Spike Jonze (BEING JOHN MALKOVICH) collaborates with bestselling author Dave Eggers (A HEARTBREAKING WORK OF STAGGERING GENIUS) on the script for this story about a young boy named Max who spends time in the company of monsters.

Osamu Tezuka\'s classic character finds a home on the silver screen with this CG-animated film. Freddie Highmore (THE SPIDERWICK CHRONICLES) voices Astro Boy, a robot who is a disappointment to the man who created him to replace his dead son. Astro Boy leaves his home in the high-tech Metro City and has an incredible adventure, but he must return to save both his relationship with his father and the citizens of Metro City. ASTRO BOY also features the voices of Nicolas Cage, Donald Sutherland, Nathan Lane, Billy Nighy, and Eugene Levy.

Adapted from the Will Eisner\'s graphic novels, "The Spirit" tells the story of a man who fakes his own death and fights crime from the shadows of Central City. The Octopus -- who kills anyone unfortunate enough to see his face -- has other plans. He\'s going to wipe out the entire city. The Spirit tracks this coldhearted killer from the city\'s rundown warehouses, to the damp catacombs, to the windswept waterfront...all the while facing a bevy of beautiful women who either want to seduce, love or kill the masked crusader.

Gabriele Muccino (THE PURSUIT OF HAPPYNESS) directs this tale of a man devastated by a tragedy in his past who is seeking redemption. To the outside world, Ben Thomas (Will Smith) is a cordial, atypically helpful agent for the Internal Revenue Service. But when he\'s alone, Ben is tormented by a tragic incident in his past, sinking into grief. He\'s even cut off communication with his beloved brother (Michael Ealy). Nevertheless, Ben is especially interested in strangers with challenging circumstances. He\'s taken particular interest in Emily Posa (Rosario Dawson), a lovely young woman with congenital heart disease who is being audited by the IRS. Ben finds himself falling for Emily, and has to choose the best way to follow his heart.<br><br>Smith wears Ben\'s heart on his sleeve, the pain of his past loss and his impending future apparent in his face both when he is alone and when he begins to feel happiness--which he doesn\'t think he deserved--with Emily. He also nails Ben\'s pleasant work persona, masking his pain as he charms strangers and earns their trust. Dawson is beguiling as Emily, whose only wish is to have more time to experience life, especially once she finds love with Ben. With flashbacks mixed into the story, SEVEN POUNDS takes a circuitous route, saving some surprises for its end. Woody Harrelson appears as a blind man, and Barry Pepper plays Ben\'s best friend and confidante, Dan.

"I was born under unusual circumstances." And so begins "The Curious Case of Benjamin Button," adapted from the 1920s story by F. Scott Fitzgerald about a man who is born in his eighties and ages backwards: a man, like any of us, who is unable to stop time. We follow his story, set in New Orleans from the end of World War I in 1918, into the 21st century, following his journey that is as unusual as any man\'s life can be.

A tough-as-nails Catholic school principal, Sister Aloysius (Meryl Streep) tries to trick a confession out of a progressive priest (Phillip Seymour Hoffman) whom she suspects of being a pedophile in this terse drama, directed by John Patrick Shanley, based on his hit stage play, set in the mid 1960s in the wake of the Kennedy assassination. There\'s a feeling of dread and claustrophobia in the parochial school air: the kids can\'t sit still and they quake in terror of being called downstairs to face Sister Aloysius\'s wrath. Amy Adams is the sweet-natured sister in charge of eighth grade, who first suspects Father Flynn (Hoffman) may have seduced a withdrawn African-American boy in her class. Sister Aloysius becomes convinced of the priest\'s guilt, but it\'s hard to be certain if her judgment is obscured by the change he represents or is just the result of her hardened years of experience. <br><br>Director of photography Roger Deakins brings a lived-in bleakness to the cold wintry Bronx settings: paint peeling off the rectory walls, bare trees reflected in frosty windows, wrinkled white linen, and old, wizened faces in the gloom of the actual location photography. This all contrasts impressively with the hothouse nature of the performances; when Hoffman and Streep finally go toe-to-toe, you can feel the gods of acting rise to attention. The real scene stealer here however is Viola Davis, shattering as the possibly victimized boy\'s hard-working mother. She even leaves Streep at a standstill, and that\'s saying something.

Tiny and graced with oversized ears, Despereaux was born too big for his little world. Refusing to live his life cowering, he befriends a Princess named Pea and learns to read (rather than eat) books -- reveling in stories of knights, dragons and fair maidens. Banished from Mouseworld for being more man than mouse, Despereaux is rescued by another outcast, Roscuro, who also wants to hear the tales. But when the Princess dismisses Roscuro\'s friendship, he becomes the ultimate rat and plots revenge with fellow outsider Mig. After Pea is kidnapped, Despereaux discovers he is the only one who can rescue her...and that even the tiniest mouse can find the courage of a knight in shining armor.

A remake of the 1951 sci-fi classic of the same name, THE DAY THE EARTH STOOD STILL follows astrobiologist Helen Benson (Jennifer Connelly) as she is unceremoniously plucked from her everyday life with her stepson (Jaden Smith), and whisked away to consult the government on a top-secret matter. That matter happens to be the arrival of a massive glowing sphere in Central Park, accompanied by a towering robot-like protector dubbed Gort and an alien ambassador named Klaatu (Keanu Reeves), who takes up human form to communicate with the people of Earth. When Klaatu finds himself faced with hawkish, uncompromising officials, he goes on the run with Benson and her son as the fate of the world gradually becomes clear.<br><br>Directed by Scott Derrickson (THE EXORCISM OF EMILY ROSE), this reimagining of THE DAY THE EARTH STOOD STILL is fairly reverent to the original film, while adding a number of 21st-century elements, most notably a darker tone embodied by a more threatening Gort and the chilly, contemplative Klaatu, who is portrayed with pitch-perfect remove by Reeves. While the film--and the fate of humanity--rests on Reeves\'s shoulders, the cast is impressively filled out by Connelly and Smith, along with Kathy Bates, John Cleese, and familiar TV actors Jon Hamm (MAD MEN) and Kyle Chandler (FRIDAY NIGHT LIGHTS). Derrickson also tempers excellent special effects with a bleak color palette and plenty of existential turmoil, making this EARTH a thoughtful and fascinatingly moody blockbuster.

In a country in the grips of evil, in a police state where every move is being watched, in a world where justice and honor have been subverted, a group of men hidden inside the highest reaches of power decide to take action. Based on the true story of Colonel Claus von Stauffenberg and the daring and ingenious plot to eliminate one of the most evil tyrants the world has ever known.<br><br> A proud military man, Colonel Claus von Stauffenberg is a loyal officer who serves his country all the while hoping that someone will find a way to stop Hitler before Europe and Germany are destroyed. Realizing that time is running out, he decides that he must take action himself and joins the German resistance. Armed with a cunning strategy to use Hitler\'s own emergency plan - known as Operation Valkyrie - these men plot to assassinate the dictator and overthrow his Nazi government from the inside.<br><br> With everything in place, with the future of the world, the fate of millions and the lives of his wife and children hanging in the balance, von Stauffenberg is thrust from being one of many who oppose Hitler to the one who must kill Hitler himself.

Jim Carrey returns to hilarious form with this romantic comedy in the same vein as the Carrey classic LIAR LIAR. After a few stints in more serious features like ETERNAL SUNSHINE OF THE SPOTLESS MIND and THE NUMBER 23, Carrey seems right at home playing Carl, a divorcé who starts out the film depressed and withdrawn, scared of taking a risk on life. Pressured by his best friend, Peter (Bradley Cooper), to get his act together or risk living a lonely life, Carl attends a New Age self-help seminar intended to change "no men" like Carl into "yes men" willing to meet life\'s challenges with gusto. Carl is reluctant at first, but finds the seminar to be ultimately life-changing when he\'s coerced into giving the "say yes" attitude a try. As the first opportunity to say yes presents itself, Carl hesitantly utters the three-letter word, setting the stage for a domino effect of good rewards, and giving Carrey a platform to show off his comic chops. But over time Carl realizes that saying yes to everything indiscriminately can reap results as complicated and messy as his life had become when saying "no" was his norm. <br><br>The always-quirky Zooey Deschanel adds her signature charm as Carl\'s love interest, Allison. An unlikely match at first glance, the pair actually develop great chemistry as the story progresses, the actors playing off each other\'s different styles of humor. Rhys Darby also shines as Carl\'s loveable but clueless boss, and THAT 70s SHOW\'s Danny Masterson appears as another one of Carl\'s friends. While YES MAN marks no major departure from Carrey\'s previous work, the sweet crowd pleaser manages to showcase two sides of its leading man.