Audio commentary

How does Spider-Man 3 follow on the heels of its predecessor, which was widely considered the best superhero movie ever? For starters, you pick up the loose threads from that movie, then add some key elements of the Spidey comic-book mythos (including fan-favorite villain Venom), the black costume, and the characters of Gwen Stacy and her police-captain father. In the beginning, things have never looked better for Peter Parker (Tobey Maguire): He's doing well in school; his alter ego, Spider-Man, is loved and respected around New York City.

The sixth installment of the Rocky series picks up the story of the Italian Stallion 16 years after the morose Rocky V. And sure, at his advanced age, Sylvester Stallone now looks like one of those sides of beef his character used to pound on. No matter. Somehow you buy the premise after all these years, even if it takes forever for Rocky Balboa to stop wallowing in self-pity (Adrian is dead, his old haunts are demolished) and get down to the business of drinking raw eggs and running up staircases.

Take the first Pirates of the Caribbean film, add a dash of 20,000 Leagues Under the Sea and a lot more rum. Shake well and you'll have something resembling Dead Man's Chest, a bombastic sequel that's enjoyable as long as you don't think too hard about it. The film opens with the interrupted wedding of Will Turner (Orlando Bloom) and Elizabeth Swann (Keira Knightley), both of whom are arrested for aiding in the escape of Captain Jack Sparrow (Johnny Depp) in the first film.

Inspired by the Brothers Grimm, Jorge Luis Borges, and Guillermo del Toro's own unlimited imagination, Pan's Labyrinth is a fairytale for adults. Ofelia (Ivana Baquero) may only be 12, but the worlds she inhabits, both above and below ground, are dark as anything del Toro has conjured. Set in rural Spain, circa 1944, Ofelia and her widowed mother, Carmen (Ariadna Gil, Belle Epoque), have just moved into an abandoned mill with Carmen's new husband, Captain Vidal (Sergi LÛpez, With a Friend like Harry). Carmen is pregnant with his son.

George Clooney is one, Brad Pitt is two, Matt Damon three... well, let's just assume there are 13 collaborators in this installment of Steven Soderbergh's profitable caper franchise. We're back in Las Vegas for Ocean's Thirteen, where the boys plot to shut down the brand-new venture of a backstabbing hotelier (Al Pacino) because the guy double-crossed the now-ailing Reuben (Elliott Gould). If you look at the plot too closely, the entire edifice collapses (hey, how about those Chunnel-digging giant drills?), but Soderbergh conjures up a visual style that swings like Bobby Darin at the Copa.

An irresistible concept meets computer-generated wonders in Night at the Museum, inspired by a 1993 children's book by Milan Trenc. Ben Stiller stars as Larry Daley, an underachieving inventor waiting for his ship to come in while getting evicted from one apartment after another for lack of funds. Larry's son needs some stability, so the well-meaning ne'er-do-well takes a job as night watchman at New York City's Museum of Natural History.

Miss Potter walks that fine line between charming and cloying with pleasing sure-footedness. Apple-cheeked Renee Zellweger (Bridget Jones' Diary) once again slips into a British accent to play writer/illustrator Beatrix Potter, the creator of Peter Rabbit. Potter, born into wealth, fought the disapproval of her high society mother to do something as crass as publish a book...and to fall in love with her publisher, Norman Warne (Ewan McGregor, previously teamed with Zellweger in Down With Love). Unfortunately, their love runs into something worse than upper-class stuffiness.

A new term at high school is even more of a trauma for Cady (Lindsay Lohan) than it is for everybody else, since she is not just an out-of-towner but an out-of-Africa, her parents having raised her as a bush baby. Now she is confronted with the complexity of school loyalties and fads, which-as we are reminded by innumerable slo-mo sequences with an added roartrack-are twice as bloodlusty as the lives of African fauna.

Pile together a blue-ribbon cast, a screenplay high in quirkiness, and the Sundance stamp of approval, and you've got yourself a crossover indie hit. That formula worked for Little Miss Sunshine, a frequently hilarious study of family dysfunction. Meet the Hoovers, an Albuquerque clan riddled with depression, hostility, and the tattered remnants of the American Dream; despite their flakiness, they manage to pile into a VW van for a weekend trek to L.A. in order to get moppet daughter Olive (Abigail Breslin) into the Little Miss Sunshine beauty pageant.

Comparisons with E.T. are inevitable, but the more modest The Last Mimzy is based on the classic short story "Mimzy Were the Borogoves," by Lewis Padgett (a pseudonym for husband-and-wife writing team Henry Kuttner and C.L. Moore), that anticipated Steven Spielberg's extraterrestrial fantasy by nearly four decades. Chris O'Neil and Rhiannon Leigh Wryn give winning, naturalistic performances as siblings Noah and Emma, whose lives are transformed by a box of mysterious objects they find on the beach outside the family's Seattle vacation home.