What a cast.

George Clooney, Brad Pitt, Julia Roberts, Don Cheadle, Andy Garcia and, oh yeah, Matt Damon.

What a filmmaker.

Steve Soderbergh: to date, the only man to be nominated twice for Best Director in the same year for two different movies, both of which were also nominated for Best Picture. He is also the first man to win the Oscar for Best Director after having two nominations in the category.

What a premise.

After being released from prison on parole, Danny Ocean (George Clooney) is ready to start planning his next job: a massively complex heist worth over $150 million, which calls for the recruitment of 11 professional crooks. The plan involves three Las Vegas casinos all owned by the same guy (Garcia), who just happens to be dating Ocean's ex-wife (Roberts).

What a remake.

The movie is a modern-day adaptation of the 1960 film of the same name, starring Frank Sinatra, Dean Martin, Peter Lawford and Sammy Davis Jr., the original "Rat Pack."

What are you waiting for?

Opening Dec. 14

Vanilla Sky is a remake of a Spanish movie, Abre Los Ojos (Open Your Eyes), and, without even going into the story, features a singular situation in film history -- one of the stars of Abre Los Ojos, Penelope Cruz, is also in Vanilla Sky, playing the same character she played in the Spanish version.

If that's not interesting enough, there's plenty more to attract attention.

The film stars Tom Cruise as a successful New York businessman living his life in the fast lane (although he's not racing cars in this picture). He meets Cruz's character at a party and instantly falls in love with her. His "bed buddy," played by Cameron Diaz, becomes furious and one day, while driving in her car with Cruise in the passenger seat, attempts to kill them both.

Cruise survives but his beautiful face doesn't.

The movie is directed by Cameron Crowe, who brought us Almost Famous and Jerry Maguire. Word has it that the movie is hard to follow and involves several plot twists. There's also a much-talked about opening sequence involving Cruise jumping from a Manhattan skyscraper. What could be better than that?

Also of note, look for Steven Spielberg in a "blink and you'll miss it" cameo. He'll be the guy hugging Tom Cruise at a party.

Tenenbaums is the third movie by comic duo Wes Anderson and Owen Wilson, their first feature film being the crime-caper Bottle Rocket and their second film being the much more popular and critically acclaimed Rushmore.

Anderson and Wilson were college friends at the University of Texas in Austin, and have lived out every film student's dream of making it big on their own terms.

The two co-write their films and Anderson directs, while Wilson usually takes on an acting role.

Their newest film details the final stage of a dying man's life; the man is named Royal Tenenbaum (Gene Hackman). He invites his adult children, played by Luke Wilson (Owen's real-life brother), Ben Stiller and Gwyneth Paltrow, home to make amends for his years of poor parenting.

Anyone familiar with Bottle Rocket or particularly Rushmore knows that Anderson and Wilson bring a bizarre, offbeat brand of humor to their movies.

Tenenbaums has an excellent cast including Bill Murray, who many thought was snubbed of an Oscar nomination for his role in Rushmore.

Opening Dec. 19

Based on the popular series by J.R.R. Tolkien, the cinematic incarnation of the three volume epic is the brain-child of director Peter Jackson, whose most popular movie to date is 1996's The Frighteners, starring Michael J. Fox. The special effects-laden spookfest received generally poor reviews and didn't do exceptionally well at the box office. Thus New Line, the usual producer and distributor of small, art-house movies, has handed over the reins of its most expensive project ever to an obscure filmmaker from New Zealand.

Fellowship will be the first of three movies based on Tolkien's sweeping fantasy to arrive in theaters. The Two Towers, the second film, will be released a year after Fellowship in 2002, and the last film, The Return of the King, will be released in 2003. This unusual release schedule is made possible by the fact that all three movies were filmed simultaneously to save on costs. Principal production commenced on Oct. 11, 1999, and continued for a whopping 14 months, wrapping up on Dec. 22, 2000. The budget is rumored to have skyrocketed to close to $300 million.

The films will transport us into the realm of Middle-earth, a land inhabited by men, hobbits, wizards, elves and other unusual creatures. In Fellowship, a young hobbit named Frodo Baggins (Elijah Wood) will inherit a magical ring. This ring, if possessed by the evil Sauron, dark lord of Mordor, could spell doom for the people (and creatures) of Middle-Earth.

Goofy enough? Sure. But these stories are considered literary classics not just by adolescents but by scholars, as well. Jackson has taken great pains to translate the books faithfully to the screen, and his massive budget and private special effects house should allow for eye-pleasing, exciting, old-fashioned entertainment. This could be a must-see over break.

Opening Dec. 21

The Shawshank Redemption is a movie that many describe as being their favorite. The film was adapted for the screen and directed by Frank Darabont, who this time around is centering his attention on a blacklisted Hollywood writer named Peter Appleton, played by Jim Carrey.

While driving one night Appleton swerves his car off a bridge and into a lake; while he survives the accident, he catches a bad dose of amnesia. He is found by a local townsperson and is soon recognized as a long, lost war-hero. Of course this isn't who Appleton really is, but with his amnesia and all he has no way of telling that.

The role of Appleton is non-comedic, at which Carrey excels. For simple proof just view The Truman Show. Carrey's performance coupled with Darabont's direction could be a winning combination.

Opening Dec. 25

Will Smith is playing the "greatest" in Michael Mann's new biopic. Smith isn't naturally a big guy so he enlisted the help of a professional trainer to add over 40 pounds of pure muscle mass. The result is jaw dropping: even his cheeks have the familiar ruddiness of the legendary fighter.

Michael Mann is a first-class director and writer, having made The Insider, Heat and The Last of the Mohicans. He is known for making intelligent movies and for shaping fine performances from his stars, including most recently Russell Crowe, who also gained plenty of weight for his Oscar-nominated role as a tobacco industry whistle blower in The Insider.

I don't need to reiterate the story of Muhammad Ali here.

Suffice to say that the movie focuses on Ali's early career and exile from America to escape the draft.

Rumor has it that Smith's portrayal is dead on.

The supporting cast is also strong, including Smith's wife Jada Pinkett, Jamie Foxx, and Jon Voight.

And don't forget Mykelti Williamson (Forrest Gump), who will be playing a younger Don King.

That alone might be worth the price of admission.