THE GOOD, THE BAD & THE SEQUELS ALONG WITH MORE SERIOUS FILMS, EXPECT A PARADE OF CINEMA THAT'S DISTINCTLY LESS HIGHBROW.

Byline: Bob Strauss Film Writer

Year-end movie madness is upon us.

Yes, madness. Not too long ago, autumn was the relaxed season for small, thoughtful cinema. But Hollywood has figured out that audiences are just as eager for big, loud, more-of-the-same summer-style entertainment at this time of the year as they are for prestige productions, selmportant seriositude and the odd example of true cinematic art.

So get ready for a mess of sequels and remakes (``The Four Feathers,'' ``Red Dragon,'' ``Swept Away,'' ``Naqoyqatsi,'' ``The Ring,'' ``The Truth About Charlie,'' ``I Spy,'' ``The Santa Clause 2,'' ``Harry Potter and the Chamber of Secrets,'' ``Die Another Day,'' ``The Friday After Next,'' ``Solaris,'' ``Analyze That,'' ``Star Trek: Nemesis,'' ``The Lord of the Rings: The Two Towers'').

But also look forward to some long-awaited potential masterpieces (Martin Scorsese's ``Gangs of New York,'' the Northern Ireland historical tragedy ``Bloody Sunday,'' P.T. Anderson's Adam Sandler-legitimizer ``Punch-Drunk Love,'' Curtis Hanson's Eminem-civilizer ``8 Mile,'' ``Frida'' starring Salma Hayek, Almodovar's latest ``Talk to Her,'' Spike Jonze's bizarro ``Adaptation,'' the acclaimed Jack Nicholson vehicle ``About Schmidt,'' Spielberg having fun with the caper ``Catch Me If You Can,'' Roman Polanski's Cannes award-winning Holocaust piece ``The Pianist'').

And for those who just want class without too much of that unsettling artistry attached, there's the standard seasonal fare of high-toned literary adaptations (``White Oleander,'' ``The Emperor's Club,'' ``The Hours,'' ``Nicholas Nickleby''). Of course if you're otherwise inclined, they are promising (or threatening) to finally release (or unleash) ``Jackass: The Movie.''

And a wide variety of other stuff, which should make the next 3 1/2 months at the movies interesting, if nothing else. We've listed as many of them as we know about, but be advised that release schedules are always subject to change.

COMING attractions

SEPT. 20

APOLLO 13: THE IMAX EXPERIENCE: The Tom Hanks true space classic, gone large. (Universal)

BALLISTIC: ECKS VS. SEVER: Ecks (Antonio Banderas) and Sever (Lucy Liu) are a couple of secret agents who go ballistic on each other and anyone who gets in their way. With this title, do we need to mention it's based on a computer game? (Warner Bros.)

THE BANGER SISTERS: Goldie Hawn and Susan Sarandon play onetime Doors groupies who find that some things change and some stay the same some 30 years after club-hopping on Sunset Boulevard. (Fox Searchlight)

BUNDY: Yep, a movie about infamous serial killer Ted Bundy, for those who weren't satisfied by the Dahmer and Ed Gein films. (Vitagraph Films)

CIAO AMERICA: Italian-American goes to Italy to coach an American-style football team. Guess what? He falls in love. Paul Sorvino and Giancarlo Giannini appear. (Independent)

DAS EXPERIMENT: Based on a notorious college psychological study, this cheery German entry examines what happens when 20 volunteers are asked to play guards and convicts in a fake prison. (Samuel Goldwyn Films)

8 WOMEN: A veritable who's who of French actresses - Catherine Deneuve, Isabelle Huppert, Emmanuelle Beart, Fanny Ardant, Virginie Ledoyen, Danielle Darrieux, more - vamp it up campishly in this musical murder mystery (!) from increasingly interesting director Francois Ozon (``Under the Sand''). (Focus)

THE FOUR FEATHERS: It's been awhile since the last remake of this war horse about cowardice and loyalty in British-occupied, Victorian-era Sudan. And this version of it, plagued by production problems, has taken its own sweet time getting to the screen. Heath Ledger, Wes Bentley and Kate Hudson star for ``Elizabeth'' director Shekhar Kapur. (Paramount)

INVINCIBLE: Werner Herzog (``Aguirre: The Wrath of God'') returns with this true tale of a Polish Jew whose incredible strength makes him a cabaret superstar in early 1930s, Nazifying Berlin. (Fine Line)

THE MESMERIST: Edgar Allan Poe's ``The Facts in the Case of Mr. Valdemar'' is brought to creepy screen life with Neil Patrick Harris and Jessica Capshaw. (7th Arts)

SCARLET DIVA: ``XXX's'' Asia Argento adds a few more adults-only symbols to her reputation. The Italian actress wrote, directed and stars in this semi-autobiographical account of a young woman's degrading and erotic misadventures in the film industry. (Media Blasters)

SECRETARY: Title character (Maggie Gyllenhaal) asks boss (James Spader) for a spanking. (Lions Gate)

SPIRITED AWAY: Hayao Miyazaki's (``Princess Mononoke'') latest animated feature concerns a 10-year-old girl who discovers a secret world full of strange spirits and creatures. (Disney)

TRAPPED: Affluent couple (Charlize Theron, Stuart Townsend) must deal with the kidnapping of their daughter and a strange ransom strategy from the abductors (Kevin Bacon, Courtney Love). (Columbia)

SEPT. 25

LAWRENCE OF ARABIA: Rerelease of David Lean's Oscar-winning desert war epic. Sound has been spiffed up, we're told. (Sony)

SEPT. 27

BIGGIE AND TUPAC: Yet more theories on who really murdered the rival gangsta rappers. This one's from quixotic documentarian Nick Broomfield (``Kurt & Courtney''). (Roxie Releasing)

CHILDREN OF THE CENTURY: Juliette Binoche is George Sand and Benoit Magimel is Alfred de Musset in this story of the 19th-century writers' tempestuous love affair, directed by Diane Kurys (``Entre Nous''). (Empire)

CRAZY AS HELL: An unorthodox psychiatrist (Michael Beach) is troubled by a new patient (Eriq La Salle) who claims to be Satan. ``ER'' alum La Salle also makes his feature directing debut. (Artistic License)

HERAPURPLE: DEVIL GODDESS: The press notes say it's a graphic Korean sex and revenge murder mystery fantasy. We can't improve on that. (Pathfinder)

JUST A KISS: Wayward lovers go back in time to clean up their messes. Fisher Stevens directs this blend of live-action and action, with Marisa Tomei and Kyra Sedgwick among the cast. (Paramount Classics)

THE LONELY AFFAIR OF THE HEART: Black-and-white Japanese erotic drama by Junichi Suzuki. (Pathfinder Pictures)

THE MAN FROM ELYSIAN FIELDS: Mick Jagger runs a male escort agency. What, you need to know more? OK, the movie also involves a romantic triangle between writers played by Andy Garcia, James Coburn and Olivia Williams, with Julianna Margulies and Anjelica Huston thrown in for good measure. (Samuel Goldwyn/Fireworks)

MOONLIGHT MILE: Man loses fiancee, falls in love again, feels guilty. With Jake Gyllenhaal, Dustin Hoffman, Susan Sarandon and Holly Hunter. (Touchstone)

PANTALEON: A happily married Peruvian soldier is assigned to organize traveling brothels for troops stationed at isolated Amazon posts. (Venivision)

SWEET HOME ALABAMA: Woman ditches redneck husband, falls in love again, feels guilty. With Reese Witherspoon. (Touchstone)

THE TUXEDO: A superspy's bumbling new chauffeur (Jackie Chan) discovers the boss' secret when he dons the agent's dinner jacket. Kung fu comedy co-stars Jennifer Love Hewitt. (DreamWorks)

WASABI: Action comedy involves Paris police officer Jean Reno's discovery that he has a daughter he didn't know about in Japan. Luc Besson wrote and produced; Gerard Crawczyk directed. (Sony Pictures Repertory)

OCT. 4

ALIAS BETTY: Based on a Ruth Rendell novel, this French thriller explores such sticky current topics as child abuse and abduction. (Wellspring Media)

HEAVEN: The last film written by the great Krzysztof Kieslowski (``The Decalogue'') concerns a woman (Cate Blanchett) who metes out justice to a drug dealer. A young police officer (Giovanni Ribisi) helps deal with the aftermath. (Miramax)

HIS SECRET LIFE: A hint: It involves sex. (Strand)

JONAH - A VEGGIETALES MOVIE: The religious cartoon vegetables of video fame make their CGI big-screen debut. A whale is involved, of course. (Artisan)

METROPOLIS: This digitally reconstructed, 75th anniversary edition of Fritz Lang's silent sci-fi classic claims to be a third longer than many available versions. Regardless, Lang's vision of a nightmarish urban future has never been topped. (Kino)

RED DRAGON: Anthony Hopkins tries to convince us he's a younger, hungrier Hannibal Lecter in this remake of ``Manhunter,'' based on the first novel in Thomas Harris' cannibal genius series. Edward Norton is the FBI profiler and Ralph Fiennes the psycho on the loose. (Universal)

WELCOME TO COLLINWOOD: Collinwood is a tough neighborhood in Cleveland that's anything but welcoming. But it has a safe full of money, which is attraction enough for a band of crooks led by Sam Rockwell, William H. Macy, Michael Jeter and George Clooney (in a cameo). (Warner Bros.)

OCT. 11

BELOW: Weird craziness on a World War II submarine. (Dimension)

BLOODY SUNDAY: British soldiers kill Irish civilians during peace march. If you've heard the U2 song, you have an inkling what comes next. (Paramount Classics)

BOWLING FOR COLUMBINE: Director (``Roger and Me'') and author (``Stupid White Men'') Michael Moore applies his usual sense of left-wing absurdity to this documentary look at gun problems in America. The French thought it was cool enough to create a special award for it at the Cannes Film Festival. (United Artists)

BROWN SUGAR: Music critic (Sanaa Lathan) and hip-hop A&R man (Taye Diggs) go back to their New York roots to rediscover why they loved music in the first place. (New Line)

FAMILY FUNDAMENTALS: What happens when children from fundamentalist Christian families turn out gay? This documentary tells us. (Deep Focus)

KNOCKAROUND GUYS: Brooklyn thugs go to Montana to retrieve a bag of cash. With Vin Diesel, Seth Green, Dennis Hopper and John Malkovich. (New Line)

POKEMON 4EVER: Only in our nightmares. (Miramax)

PUNCH-DRUNK LOVE: The new movie from Paul Thomas Anderson (``Magnolia,'' ``Boogie Nights'') has two surprises: its star (Adam Sandler) and its length (under two hours). Sandler plays a pudding-obsessed salesman who meets the woman of his dreams (Emily Watson) and pursues her to the ends of the earth. Can PTA bring indie credibility to Billy Madison? Well, the film already won honors at Cannes. (Columbia)

THE RULES OF ATTRACTION: Coke-dealing college student (James Van Der Beek) gets involved in a love triangle. Adapted from the Bret Easton Ellis novel and directed by Roger Avary (``Killing Zoe,'' ``Pulp Fiction''). (Lions Gate)

SKINS: Chris Eyre, director of the intriguing ``Smoke Signals,'' returns with another tale of friendship and family dysfunction on a contemporary Indian reservation. Graham Greene and Eric Schweig star. (First Look Media)

SWEPT AWAY: Madonna's movie career sinks even lower with this tale of a shipwrecked couple who hate each other. If she blames the director (her husband, Guy Ritchie), it's going to make for some tense nights at home. (Screen Gems)

THE TRANSPORTER: Mercenary kidnaps daughter of Chinese crime lord. Bad things happen. With Jason Statham. (20th Century Fox)

TUCK EVERLASTING: Girl meets boy and discovers his magical family might be too good to be true. Directed by Jay Russell (``My Dog Skip''). (Disney)

WHITE OLEANDER: Teen girl tries to escape the legacy of her charismatic, murderess mom (Michelle Pfeiffer). Renee Zellweger and Robin Wright Penn co-star in this adaptation of Janet Fitch's best-selling novel. (Warner Bros.)

WHO'S YOUR DADDY?: Dorky teenager inherits an adult magazine empire. Partying ensues. (Premiere)

OCT. 18

ABANDON: Katie Holmes plays a college student who gets involved in detective Benjamin Bratt's investigation of her long-missing boyfriend. ``Traffic'' screenwriter Stephen Gaghan's directing debut. (Paramount)

ASH WEDNESDAY: A change of pace from romantic comedy for writer-director-actor Ed Burns. He plays a man trying to save his brother (Elijah Wood) from ethnic gangsters in 1980s New York. (Empire)

AUTO FOCUS: Remember Bob Crane? The affable ``Hogan's Heroes'' star who led a hidden life as a sex maniac and who secretly videotaped his romantic escapades? And who was bludgeoned to death in an Arizona motel? Paul Schrader, director of ``Hardcore'' and ``American Gigolo,'' sure does. Greg Kinnear is eerily perfect as Crane; Willem Dafoe is reliably sleazy as his camera bug enabler. (Sony Pictures Classics)

FORMULA 51: Drug kingpin (Samuel L. Jackson) flees to Liverpool, where he partners with a fast-talking lowlife (Robert Carlyle) and indulges in his twin passions: golf and kilts. It's a comedy. (Screen Gems)

THE GREY ZONE: Auschwitz Jews come to grips with working inside the crematoriums. Tim Blake Nelson (``O'') writes and directs. (Lions Gate)

HANSEL & GRETEL: New film version of the classic fairy tale stars Delta Burke, Howie Mandel, Bob Goldthwait, Tom Arnold, Sinbad and Lynn Redgrave. (Tag Entertainment)

THE HAPPINESS OF THE KATAKURIS: Japanese director Takashi Miike arguably made the most alarming movie of the last several years, ``Audition.'' This one, about a family-run inn that guests don't leave alive, may be even more outrageous, including as it does claymation gremlins. Oh, and it's a musical.

LOVE IN THE TIME OF MONEY: Dot-com boom-era reworking of Schnitzler's ``La Ronde,'' set among love-hungry types in 1990s New York. Already a period piece in its own right, needless to say. (ThinkFilms)

NAQOYQATSI: Composer Philip Glass and filmmaker Godfrey Reggio combine digitally altered images with music to create a dialogue-free meditation on life. Just like the title says. (Miramax)

PIPE DREAM: Plumber impersonates moviemaker in order to meet attractive actresses. New York comedy about love and ambition. (Castle Hill)

REAL WOMEN HAVE CURVES: Intergenerational conflicts in a family of East L.A. Latinas. (Newmarket/HBO Films)

THE RING: A huge hit in its Japanese version, this thriller remake involves a videotape that kills. Naomi Watts, who is probably still trying to figure out what happened to her in ``Mulholland Drive,'' plays a reporter attempting to solve this mystery before her own running time runs out. (DreamWorks)

OCT. 25

ALL OR NOTHING: England's kitchen-sink pathology specialist Mike Leigh (``Secrets and Lies'') examines a particularly trying weekend in the lives of a poor London working-class family. (United Artists)

ALL THE QUEEN'S MEN: A bold contingent of Allied undercover operatives infiltrates a strategic German manufacturing facility - disguised as women. How they restrained themselves from calling this thing ``The Dainty Dozen'' is a mystery to us. ``Friends' '' Matt LeBlanc and real-life crossdresser Eddie Izzard star. (Strand Releasing)

THE BUSINESS OF FANCYDANCING: Sherman Alexie story of two Washington state American Indian buddies who take startlingly different paths off the reservation. (Outrider)

THE CITY OF LOST SOULS: Japanese psycho-auteur Takashi Miike (``Audition'') makes a Hong Kong gangster movie. (Vitagraph)

FRIDA: Unibrow artist Frida Kahlo gets the big-screen treatment with Salma Hayek in the title role and Alfred Molina playing cohort Diego Rivera. Julie Taymor (``Titus'') directs. (Miramax)

GHOST SHIP: The film's tag pretty much says it all: ``Sea evil.'' And just in time for Halloween! (Warner Bros.)

HUSH!: Japanese romantic comedy about a young woman and a gay male couple thinking about having a baby - in Japan! (Strand)

JACKASS THE MOVIE: Johnny Knoxville's stupid stunt show from MTV gets the big-screen treatment. But can it possibly be more disgusting? (Paramount)

PAID IN FULL: Wood Harris plays a conflicted young man coming of age in the drug culture of 1980s Harlem. With Regina Hall and Esai Morales. (Dimension)

ROGER DODGER: Campbell Scott plays a manipulative New York ladies man who learns a few things he didn't know when he tries to cure his teenage nephew's virginity. Isabella Rossellini, Jennifer Beals and Elizabeth Berkley are a few of the women. (Artisan)

SHANGHAI GHETTO: Documentary about the Jews who escaped Nazi genocide to the only place that would take them: the Chinese city occupied by German ally Japan. (Menemsha)

TEKNOLUST: Computer-generated androids need love, too. Or, at least, a certain bodily fluid. Tilda Swinton (``The Deep End'') stars. (Skouras)

THE TRIALS OF HENRY KISSINGER: Should the former Secretary of State be tried for war crimes? Author Christopher Hitchens thinks so. (First Run Features)

THE TRUTH ABOUT CHARLIE: This remake of the sophisticated ``Charade'' sounds oddly cast with Mark Wahlberg in the Cary Grant part. Thandie Newton (``MI2'') subbing for Audrey Hepburn sounds a little more like it, though. And when you add that it's directed by the intelligently eclectic Jonathan Demme (``Silence of the Lambs,'' ``Philadelphia''), well, maybe this Paris-based romantic thriller has a chance. (Universal)

WAKING UP IN RENO: Miramax has postponed this comedy's release date more often than star Billy Bob Thornton has gotten divorced. In other words, don't plan your weekend around this. (Miramax)

OCTOBER UNSCHEDULED

RUSSIAN ARK: Aleksandr Sokurov's audacious journey through Russian history, all done in a single, 90-minute take with the same high-definition video technology used for ``Attack of the Clones.'' Shot entirely at the Hermitage museum in St. Petersburg. (Wellspring)

NOV. 1

ALL MY LOVED ONES: A Czech doctor tries to save Jewish children from the Holocaust. (Northern Arts)

THE CORE: When Earth's inner core stops rotating, bad things happen on the surface. A team of top scientists, or at least Aaron Eckhart and Hilary Swank trying to impersonate such, attempt to get to the center of the problem in a subterranean vessel. (Paramount)

I SPY: Let's play the game, shall we? I spy another bad Eddie Murphy movie. I spy Owen Wilson's acting career nosediving. I spy another television show needlessly turned into a movie. I spy a ... (Columbia)

THE RISING PLACE: Unwed motherhood and interracial friendship make for meaningful drama in World War II-era Mississippi. (Flatland Pictures)

THE SANTA CLAUSE 2: Tim Allen dons the red suit again. You'd better watch out ... (Disney)

THE TRUTH ABOUT TULLY: Love in a Nebraska veterinary clinic. Anson Mount stars. (Small Planet)

THE WEIGHT OF WATER: Photographer (Catherine McCormack) becomes obsessed with an unsolved 19th-century murder and its implications for her present-day life. Sean Penn co-stars; Kathryn Bigelow (``K-19'') directs. (Lions Gate)

NOV. 8

BLUE CAR: Abandoned 18-year-old girl turns to English teacher (David Strathairn) for solace. (Miramax)

DERRIDA: Kirby Dick's documentary about the influential French philosopher. (Zeitgeist)

8 MILE: Rap-scallion Eminem stars in this semi-autobigraphical drama about growing up on the wrong side of the Detroit perimeter. Kim Basinger plays his mom, Brittany Murphy is his girlfriend, and of all people, ``Wonder Boys'' and ``L.A. Confidential's'' Curtis Hanson directed. (Universal)

FAR FROM HEAVEN: Director Todd Haines and leading lady Julianne Moore, who last teamed up for the haunting and provocative ``Safe,'' attempt a postmodern version of a lush, 1950s women's weepie with this tale of forbidden passion between a suburban housewife and an African-American gardener. Dennis Haysbert (TV's ``24'') and Dennis Quaid co-star. (Focus)

FEMME FATALE: Rebecca Romijn-Stamos steps out of her swimsuit to play the title character, a manipulative jewel thief who will do anything to get what she wants, even if it involves hot lesbian sex. Director Brian De Palma returns to his roots for this mind-bending thriller. (Warner Bros.)

INTERVIEW WITH THE ASSASSIN: At last, the guy on the Grassy Knoll comes forward. And if you believe that, I've got this bridge for sale ... (Magnolia Pictures)

SLAP HER, SHE'S FRENCH: Broad comedy about a French exchange student's challenge to a Texas cheerleader's campus supremacy. Piper Perabo and Jane McGregor duke it out. (Premiere)

NOV. 15

ARARAT: Contemporary families deal with the massacre in their past. From that fun-loving Canadian Atom Egoyan (``The Sweet Hereafter''). (Miramax)

FOOD OF LOVE: Gay romance set in the world of classical music. (TLA)

HALF PAST DEAD: It's a movie, not a pithy description of star Steven Seagal's career. But then, if the title fits ... (Screen Gems)

HARRY POTTER AND THE CHAMBER OF SECRETS: The spell-casting kids return to Hogwarts for another year of Quidditch and moral quandaries. (Warner Bros.)

PHONE BOOTH: Colin Farrell plays the poor sap who picks up a ringing pay phone only to be told that he'll be shot by a serial killer with a sniper rifle if he hangs up. Here's hoping the guy has a strong bladder. Joel Schumacher directs this film, which is set entirely around the confines of a New York phone booth. (20th Century Fox)

STANDING IN THE SHADOWS OF MOTOWN: Music-filled documentary about the guys in the '60s soul label's house band. With new performances of Supremes, Temptations and other legends' classics by the likes of Joan Osborne, Chaka Khan and Bootsy Collins. (Artisan)

THE WAY HOME: A young boy has to adjust to life with his mute grandmother in the boonies. A big hit in its native Korea. (Paramount Classics)

NOV. 22

DIE ANOTHER DAY: The latest James Bond entry comes amid the biggest wave of spy thrillers since the one 007 originally set off in the 1960s. Will Pierce Brosnan be able to stand out from the crowd? Maybe; at least this time he'll have help from Oscar-winning bad girl Halle Berry. (MGM)

THE EMPEROR'S CLUB: Classics professor Kevin Kline's life is forevermore affected by a remarkable student. (Universal)

THE FRIDAY AFTER NEXT: What is it with movies with ``Friday'' in the title? ``Friday the 13th,'' ``Freaky Friday'' - like Jason, they never seem to die. Here, Ice Cube and Mike Epps return to their roots in the third installment of this series, which has the boyz looking for a ghetto Santa Claus who stole all their gifts. (New Line)

PERSONAL VELOCITY: Three stories about women trying to make sense of topsy-turvy lives make up this Sundance Film Festival prize-winner, written and directed by Rebecca Miller (playwright Arthur's kid, if you didn't know). The confused ladies are played by Kyra Sedgwick, Parker Posey and Fairuza Balk. (United Artists)

SMOKERS ONLY: Argentine singer has a thing for a male hustler. (Strand)

SOLARIS: Tarkovsky's 1972 Russian version, not the Steven Soderbergh film opening the week after. It's a masterpiece, even without George Clooney. (Kino)

TALK TO HER: Oscar winner Pedro Almodovar (``All About My Mother'') brings us another outlandish Spanish love story. This one's about men in love with women in comas. And bullfighting. (Sony Pictures Classics)

NOV. 27

ADAM SANDLER'S 8 CRAZY NIGHTS: A musical comedy from Adam Sandler. In cartoon form. With Sandler doing all the lead voices. Thank God the Oscars created that new category for animation. (Columbia)

SOLARIS: Steven Soderbergh goes to space in this adaptation of Stanislaw Lem's 1961 cult sci-fi novel about strange doings on a space station. George Clooney is the psychologist sent to investigate the mind games. Once aboard, he falls victim to the same forces, which, in his case, may reunite him with the love of his life. (20th Century Fox)

TREASURE PLANET: Disney's latest animated offering is a sci-fi reinvention of Robert Louis Stevenson's ``Treasure Island.'' Here Long John Silver is a half-human, half-cyborg figure. But don't worry, he's still up to no good. (Disney)

NOV. 29

FRIENDS AND FAMILY: Gay mafia hit men comedy. Yes, you read that right. (Regent)

RABBIT-PROOF FENCE: Phillip Noyce's controversial historical film about Australia's mistreatment of aboriginal girls. (Miramax)

TAKE CARE OF MY CAT: Young Korean women struggle to adjust to adult life. (Small Planet)

NOVEMBER UNSCHEDULED

THE GUEST: Youth comedy starring Ashton Kutcher, Tara Reid, Molly Shannon, Andy Richter, Carmen Electra and Terence Stamp. ``Airplane!'' guy David Zucker directed. (Dimension)

DEC. 6

ADAPTATION: Long-awaited follow-up from Spike Jonze and Charlie Kaufman, the director and writer who gave us ``Being John Malkovich.'' This one is equally bizarre: A writer, Charlie Kaufman (Nicolas Cage), struggles with the job of bringing a best-selling novel (Susan Orlean's ``The Orchid Thief'') to the screen. With Meryl Streep as Orlean, Chris Cooper as the orchid poacher and Nicolas Cage (again) as Kaufman's freeloading brother. (Columbia)

ANALYZE THAT: Billy Crystal and Robert De Niro go the ``Sopranos'' route, literally, when De Niro's reformed mobster gets a job as a consultant on a mafia TV show called ``Little Caesar.'' (Warner Bros.)

DEC. 13

ABOUT SCHMIDT: Jack Nicholson plays an insurance salesman looking back on a lifetime of failure in this film from Alexander Payne (``Election''), which won acclaim at the Cannes Film Festival earlier this year. (New Line)

MAID IN MANHATTAN: Ralph Fiennes and Jennifer Lopez are probably the last two people you'd think of as co-stars of a romantic comedy, yet here they are in this story of a hotel maid and the Prince Charming whose bed she turns down at night. Cue ``Pretty Woman.'' (Columbia)

EVELYN: Pierce Brosnan plays a single father who takes on the ultraconservative, 1950s Irish Supreme Court when it denies him custody of his three children. Based on a true story. ``Driving Miss Daisy's'' Bruce Beresford directs. (MGM/UA)

THE HOT CHICK: Rob Schneider comedy. Lord, please don't let him play the title role. (Touchstone)

SPIDER: No, not psycho horror master David Cronenberg's attempt at a superhero movie, but the study of a mentally disturbed individual's efforts to come to terms with his traumatic past. Ralph Fiennes, Miranda Richardson, Gabriel Byrne and Lynn Redgrave star in Patrick McGrath's adaptation of his own novel. (Sony Pictures Classics)

STAR TREK: NEMESIS: The Next Generation may launch its final journey when the Enterprise crew encounters a particularly monstrous alien race. The usual suspects report for duty. (Paramount)

DEC. 18

THE LORD OF THE RINGS: THE TWO TOWERS: Frodo and Sam, Aragorn, Legolas and Gimli and the rest of the gang return to battle evil and destroy that darned ring in the middle chapter of the Tolkien trilogy. (New Line)

DEC. 20

ANTWONE FISHER: Denzel Washington makes his directorial debut on this true story about a young sailor who confronts his abusive past. Fisher wrote the screenplay; Washington plays the psychologist who helped him out of the woods. (Fox Searchlight)

NARC: Investigating a colleague's murder, two cops-on-the-edge (Jason Patric and Ray Liotta) discover that the drug underworld is even worse than they'd thought. (Paramount)

TWO WEEKS NOTICE: Hugh Grant and Sandra Bullock in a romantic comedy, a dream pairing if you dream about ``Four Weddings and a Funeral'' while you're sleeping. (Warner Bros.)

THE WILD THORNBERRYS MOVIE: If your ``Hey Arnold!'' movie doesn't succeed, try again with a big-screen version of another Nickelodeon cartoon. (Paramount)

DEC. 25

CATCH ME IF YOU CAN: Crooked master role-player Leonardo DiCaprio leads FBI agent Tom Hanks on a long, frustrating chase in this true story-based caper directed by Steven Spielberg. (DreamWorks)

A FEW GOOD YEARS: Three generations of Douglases - Kirk, Michael and Cameron - finally make a movie together. They play, well, three generations of a successful but dysfunctional family in this New York-set dramedy. (MGM)

CHICAGO: Everyone's favorite musical about adultery and murder comes to the big screen with Renee Zellweger, Catherine Zeta-Jones and Richard Gere providing the razzle dazzle. (Miramax)

GANGS OF NEW YORK: Martin Scorsese's epic about warring immigrant groups in 19th-century Manhattan finally arrives. We think. With Leonardo DiCaprio, Daniel Day-Lewis, Cameron Diaz and a jar of severed ears. (Miramax)

THE LION KING: Disney's biggest animated moneymaker roars back in IMAX format. (Disney)

PINOCCHIO: For his follow-up to ``Life Is Beautiful,'' Roberto Benigni tries something even tougher - a live-action version of the great fairy tale about a little wooden boy. Let the backlash begin. (Miramax)

25TH HOUR: Spike Lee's latest concerns a Manhattan partier (Ed Norton) who tries to make peace with his family and friends on the day before going to prison for seven years. (Touchstone)

DEC. 27

CONFESSIONS OF A DANGEROUS MIND: Chuck Barris: Television producer by day, CIA assassin by night. Who knew? George Clooney makes his directorial debut (unless Miramax chieftain Harvey Weinstein takes over) with Sam Rockwell, Drew Barrymore, Clooney and Julia Roberts in the cast. (Miramax)

THE HOURS: Michael Cunningham's best-selling, three-part novel built around Virginia Woolf's ``Mrs. Dalloway'' gets an all-star mounting with Meryl Streep, Julianne Moore and Nicole Kidman in the key roles. (Paramount)

LOVE LIZA: Sundance Festival favorite about a young widower's unshakable grief. The always-compelling Philip Seymour Hoffman stars. (Sony Classics)

MAX: Jewish art lover (John Cusack) takes a young Adolf Hitler (Noah Taylor) under his wing in post-World War I Germany. (Lions Gate)

NICHOLAS NICKLEBY: The Dickens war horse is mounted again with an all-star cast featuring Christopher Plummer, Nathan Lane, Alan Cumming, Jamie Bell, Jim Broadbent, Tom Courtenay and Timothy Spall. (United Artists)

THE PIANIST: Holocaust survivor Roman Polanski's Cannes Film Festival prize-winner about a Jewish musician's struggle to live through Nazi occupation. Adrien Brody stars. (Focus)

DECEMBER UNSCHEDULED

THE LIFE OF DAVID GALE: A high-profile death penalty opponent gets convicted of murdering a colleague and ends up on Death Row himself. Really guilty? You be the judge. Stars Kevin Spacey, Laura Linney and Kate Winslet. (Universal)

AUTUMN UNSCHEDULED

EXTREME OPS: Lunatic snowboarders gather on an isolated mountain peak for a film shoot. Little did they expect murderous war criminals to be lurking there, too. (Paramount)

CAPTION(S):

13 photos, box

Photo:

(1 -- cover -- color) fall MOVIE preview

9 actors and directors unspool film secrets

(2 -- 5 -- cover -- color) From left: ``Lord of the Rings,'' ``Harry Potter and the Chamber of Secretes,'' ``Star Trek: Nemesis,'' ``Solaris''

(6) Catherine Zeta-Jones in ``Chicago''

(7) Billy Crystal and Robert De Niro in ``Analyze That''

(8) Leonardo DiCaprio in ``Gangs of New York''

(9) Jason Statham in ``The Transporter''

(10 -- color) Selma Hayek in ``Frida''

(11) Mark Wahlberg and Thandie Newton in ``The Truth About Charlie''

(12) Owen Wilson, left, and Eddie Murphy in ``I Spy''

(13) Derek Luke, Joy Bryant and Denzel Washington in ``Antwone Fisher''

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COMING attractions (see text)