X-Men: The Last Stand *** out of ****

Drop the pompous, pick up the popcorn

"The Last Stand" is the first in the "X-Men" series to truly embrace its pulpy comic book roots. It's a fun action picture that sets up its pins and knocks them down without pretending each demise needs its own aria to accompany it. This development may disgust the purists who devoured comic books like every other kid, then decided in their twenties to reimagine those mindless hours as advanced lessons in sociopolitical ethics.

Not that director Brett Ratner, taking over for Brian Singer, completely drops the hot-button issues at play in "X2." He merely dials down the portentious weight of them. Xavier(Patrick Stewart) and Magneto (Ian McKellen) are still at odds. Wolverine (Hugh Jackman) still marches to his own drum. Storm (Halle Berry) still has nothing to do. Rogue (Anna Paquin)is still weird. And the U.S. government is still looking for an answer to the mutant question, and this time it presents a pretty interesting one: Using the DNA of a boy called Leech (Cameron Bright) to eradicate the mutant gene completely. Though "the cure" is optional, Magneto, now a fugitive, sees it as an entryway to a final solution, and intends to stop the production entirely.

Shoehorned into this storyline is the resurrection of Jean Grey (Famke Janssen) as the Dark Phoenix, whose telekinetic powers dwarfs the skills of anyone else, including Xavier, who locked the Phoenix away in Jean's mind when she was a girl. The disaster at the end of "X2" - in which Jean sacrificed her own life to save the X-Men jet - cocooned Jean in the water but destroyed the mental barriers (How? Who knows?). Cyclops (Scott Marsden)revives her. But it's not the same girl who went into that water.

Besides Jean, "The Last Stand" slips a few jokers into its deck. One death is unforeseen, as is one betrayal, and one of the X-Men is hot for the cure. Ratner mostly pulls off the large action sequences, including the 30-minute finale at Alcatraz that begins with Magneto's rerouting of the Golden Gate bridge and ends with a showdown between two lovers.

Unlike Singer, who allows his movies to be edited within an inch of their life, Ratner lets his camera breathe a little. The special f/x aren't as glossy and the lighting isn't as dramatic - the movie looks more like a lush, inky Spielberg picture than the study in primary colors of "X-Men" and "X2" The screenplay by Simon Kinberg and Zak Penn may lack eloquence, but it also isn't so stilted - no Nightcrawler reciting the Lord's Prayer. "The Last Stand" explores the mutants without subjecting them to low-level Shakespeare. Even Kelsey Grammer, who could have turned mutant government official Beast into a Professor Xavier clone, delivers a zestful, light performance. If Frasier can relax, so can you.

The Da Vinci Code * out of ****

In your summer stocking...a lump of coal.

It's a fish, folks. A stiff, cold one wrapped in last Sunday's ads. "The Da Vinci Code" is a buttoned-up bore, a prestige picture so prude most scenes could have staged at the community playhouse. Director Ron Howard, screenwriter Akiva Goldsman and every single actor colors completely inside the lines of Dan Brown's novel. The book works because the camera is our imagination. The movie captures little of th aura, momentum or controversy found in Brown's pages.

Challenging the divinity of Jesus Christ by claiming he married Mary Magdalene and fathered children, "The Da Vinci Code" was an effective piece of historical fantasy because it compressed its story into 24 hours, played fast with the truth (such as relying on Gospels written 200 years after the death of Jesus) used intriguing locales (The Lourve, Westminster Abbey) and dared to villanize a real Catholic organization (Opus Dei) as mastermind of a conspiracy to suppress, as several characters call it, "the sacred feminine." The secret is revealed when a hooded albino monk (Paul Bettany) shoots the curator of Louvre -who has time before dying to tip off Harvard professor Robert Langdon (Tom Hanks) and cryptologist grannddaughter Sophie(Audrey Tautou) that his murder is more meaningful than it seems. Chief inspector Bezu Fache (Jean Reno) has reason to suspect Langdon is the killer. Sophie, working off her own clues, knows better.

The movie then shifts into a lengthy scavenger hunt for, yes, The Holy Grail, protected by the Priory of Sion, a ancient religious sect that included Da Vinci and Sir Issac Newton among its members. The Grail is not a cup, but Jesus' bloodline, as Langdon and Sophie discover from British grail historian Leigh Teabing (Ian McKellen). It's Teabing, hobbling about on canes in his cavernous mansion, who lays out the movie's conspiracy theories in a 20-minute lecture that includes flashbacks and microwave history. It deserves a small refutation.

To quote Hanks, the material peddled here is "hooey," but, taken sincerely, it begs a serious question - if Jesus was married, and thus not the son of God, does it matter whether he has a bloodline? Goldsman and Howard make some effort to inject a certain character with healing abilities that suggest Jesus' miraculous powers, and in fact the movie needs Jesus to be just who the four Gospels found in the Bible say he is - a prophet, a martyr, sinless. But the Jesus presented in those Gospels is not married, except to his "bride" in Revelation: The church of his believers. Though Brown's book more clearly wants readers to consider the Gnostic position (that Jesus was not, as the Gospel of John claims, the word become flesh, but the word *and* the flesh) the movie cannot argue that without taking yet another ten minutes to jabber. In other words, it's no "JFK" in presenting its alternate reality.

Which is permissable, cinematically, if "The Da Vinci Code" pulsed with hot blood. But Howard buries his actors beneath the screenplay. The ghostly, grainy flashbacks seem borrowed from the History Channel or Unsolved Mysteries. The photography, courtesy Salvatore Totino, is serviceable but phony - the shadows are manufactured, the exotic locales touristy. Again and again, Howard relies on reaction shots, needless closeups, and a domesticity born out of, yes, the nature of the screenplay, but also Howard's recent habit, since beginning work with Totino, to put scenes inside a concentrated, austere box of drama, as he intends an actor to say in every scene, "I need to believe a miracle can happen." Howard is of the right demeanor for "The Da Vinci Code" - his movies aren't exactly faint, and some of his better efforts (the first half of "Ransom," "The Missing") almost seem to slide a solemn tint on their camera lenses - so it's fair to assume he divined a path to daylight and a $500 million worldwide box office and directed the squarest picture he could imagine. Its dull polish isn't even completely tangible; it's simply immediate and pitiable.

Hanks acts he showed up and took orders as Robert Langdon. He walks, runs, squints - his lips even move. Truthfully, Hanks lacks the arrogance to invest in half-baked academic wit, and that rare talent to make the inane - "I have to get to a library, fast" - sound urgent. His co-star, Tautou, has the presence and beauty, along with the most infectious grin in movies. A shame she gets to use it only once, in the movie's only clever joke. McKellen is starting to slip into Anthony Hopkins country. And the less said about Bettany's bizarre monk - his Latin brogue and welt-ridden body - the better.

Brokeback Mountain **** out of ****

An exercise in humanity and humility (in case you thought it was a statement movie)

The deepest wounds to "Brokeback Mountain" have been inflicted by those who trumpet as more than the humble masterpiece that it is. A breakthrough picture for gay rights...a torch for tolerance...such bouquets diminish the universal themes found in the movie's story of two men - one gay, one confused, both broken - and their 20-year love affair after a summer herding sheep in the Wyoming highlands. "Brokeback Mountain" drips with longing and regret that knows no sexual orientation.

Director Ang Lee opens his picture in a gravel parking lot occupied by Ennis Del Mar (Heath Ledger) and Jack Twist (Jake Gyllenhaal). They're silent strangers brought together by ranch manager Joe Aguirre (Randy Quaid). Jack's estranged from his father. Ennis' dad is dead. Aside from the job, that's their first bond. They swap jobs once on the mountain. They drink whiskey, shoot coyotes, curse the beans in tomato sauce. Jack makes a move one night when they both sleep in the tent. Ennis relents. The experience and the totality of the summer ruins him.

The Academy Award winning screenplay from Larry McMurtry and Diana Ossana explores how the men live on unsteadily, marry women, have children, and get together one or twice a year for a "fishing trip." That's a change from E. Annie Proulx's source short story, which mostly recounts Ennis and Jack's arguments and passions during their encounters. What Lee, McMurtry and Ossana transform her story into is an epic that reveals the pain Ennis spreads to his wife Alma (Michelle Williams), the daughter most like him (Kate Mara) and, after divorcing Alma, to a hopeful waitress named Cassie (Linda Cardellini).

Jack has more of an agreement with his hardened Daddy's girl Lureen (Anne Hathaway) than a marriage - "we could do it over the phone," he tells Ennis - and it frees him to make as many trips to Mexican bathhouses as he chooses. Jack's a dreamer, and he begs Ennis to work a ranch with him. Ennis answers with a childhood story about a couple cowboys who live together, "tough old birds," who were found beaten and castrated at the bottom of a ditch. It goes on like that, Jack wanting more than Ennis will give. Jack wants the summer eternal. Ennis, broke, estranged from his own children, unable to look his ex-wife in the eye, is also wracked with love and lust, yet empty, distant.

For all its anguish, "Brokeback Mountain" has a lovely, good-natured screenplay full of small asides and local humor, probably courtesy of McMurtry ("Lonesome Dove," "The Last Picture Show"). It allows us to enjoy the men as men, the women as women, a laugh as a laugh. Lee orchestrates a particularly good scene on Thanksgiving, where a long-running feud between Jack and his father-in-law culminates in an argument over whether Jack's son can watch TV during dinner. Lee is a model of restraint in every scene but one, where a buff Jack washes his torso while Ennis sits in the foreground, cooking beans. Lee has already helmed a domestic masterpiece in "The Ice Storm;" he combines his ability to reveal dining-table truths with artistic helicopter shots of the mountain.

Ledger is some actor. It takes range to play the burdened Ennis, Casanova and surfer hippie ("The Lords of Dogtown") in one year. He is the picture of repression in "Brokeback Mountain" a character worth genuine pity who, when he finds the right words for his daughter in the movie's last scene, has accomplished a feat 20 years in the waiting. That he reserves it for her is overlooked by most critics - Proulx's story doesn't have this ending - but crucial to appreciating what Ennis has learned. Gyllenhaal is 25, yet he plays the older Jack fiercely. He's a selfish SOB, but hard not to like. Both twang and spit the distinctive cowboy chatter of the screenplay with ease. Williams and Hathaway convey enough in short onscreen bursts, and the pretty Mara, like Ledger, transmits a lot through her silences.

To its end, "Brokeback Mountain" refuses to underline itself. It is a calm, sad, loving sigh of a thing. So while the inevitable, crude backlash is unfortunate, Lee does his own efforts no great favor to rewrite his film as an event or monument when it was made on a modest budget as modest movie about average men. And Proulx's letter to the Academy following the movie's Best Picture loss to "Crash" is arrogant and damaging to the potential audience it could reach. This is a work of art. Not an essay. Pop culture has done it few favors. Maybe time will.

Wedding Crashers ** out of ****

Amidst the raunchy humor, a current of anger and brutality.

"Wedding Crashers" is snug fit for a new subcategory in the comedy genre: Rage humor. Ostensibly about two crude dudes who cruise wedding receptions looking for easy girls and cheap laughs, the movie is really a manifesto on the guilty lusts and yearnings of the middle-class man. There is a cruelty and cynicism running under the action of this and "Old School," most Adam Sandler flicks, and the "American Pie" trilogy.

And while some films - "About A Boy," "The Royal Tenenbaums" and "Punch-Drunk Love" - actually examine the paradigms that create puerile adults, "Wedding Crashers," far more sentimental than its premise would suggest, assumes the emotional infancy of its two main characters and couches their awakening in a fantasy worthy of a John Hughes production. It is not so much funny as it is manipulative.

John (Owen Wilson) and Jeremy (Vince Vaughn) are divorce mediators - at least in the opening scene - who spend their Washington D.C. summers scouting the fanciest nuptials, blending into the party, and picking off tipsy romantics. They have a rulebook, occasionally quoted, with equality - both guys must score, or neither does - as its highest virtue. "Wedding Crashers" is funniest in its opening scenes, before the boys meet the family of U.S. Treasury Secretary Cleary (Christopher Walken) and his daughters Gloria (Isla Fisher) and Claire (Rachel McAdams).

The movie spends its next hour at the Cleary summer house, as the smitten John tries to coax Claire away from boyfriend Sack (Bradley Cooper) while Jeremy has conflicting desires about the predatory, clingy Gloria. The rest of the Cleary clan are one-note jokes expressed as performances - including a purposely bizarre son, potty-mouthed grandma, and boozy matriarch (Jane Seymour) - but the linchpin to the movie's tone is amoral, abusive Sack. Dressed like a Soc from "The Outsiders" and played by Cooper with deranged glee, Sack is a black-hatted villain of violent duplicity - convicted murderer Scott Peterson on steroids.

Reminiscent of Craig Kilborn's repugnant turn in "Old School," Sack's existence suggests a social commentary on the part of writers Steve Faber and Bob Fisher and director David Dobkin meant to dismiss John and Jeremy's reckless behavior - they're sleazebags with a heart of gold, ya know - via this display of ugly masculinity, while tacking up a thesis against those impossibly gorgeous, witty rich girls who cave to societal pressure to marry goons of the upper crust.

The examination of such fragile creatures has been a preeminent American theme since "The Great Gatsby;" the gulf between Fitzgerald's aim of demystifying a social class, and "Wedding Crashers," which means to forgive undisciplined lust in light of Sack's brutality is massive. Ditto the goal of "Old School" to forgive alcoholism and immaturity if it means becoming a fatuous, slick pig. None of the subtext makes it any funnier.

Vaughn is relegated to sidekick in the narrative, but the movie's humor belongs almost solely to his verbal riffs, which benefit from Vaughn's size and image of a raconteur gone to seed and red-rimmed world weariness. There is a Oscar performance inside Vaughn should the right dramatic role present itself; like Ray Liotta, he was born with equal parts manic showman and twisted intellectual. But Wilson tends to avoid his niche like the plague and play whatever pays the bills, thus he is again a cool-guy leading man without any lines, looks or natural charm to recommend him. He generates nothing with McAdams, whose bright smirk creates enough chemistry for both of them. As for the rest of the principals: Fisher gets her 15 minutes. Cooper pages Eric Roberts in the psych ward. Walken is stiff and sincere. Translated: He was paid to show up to be in the trailer.

And Will Ferrell, in what needs to be the last cameo of his career, is asked to rescue the last half of the movie in a short stint as an aging wedding crasher named Chazz. A dead-armed aging quarterback, Farrell presses embarrassingly - he resorts to yelling as comedy - and gesticulates mindlessly. Kneading a myth with middlebrow gutter humor as it does, "Wedding Crashers" was a remarkable success in the moment, but like Sandler's many lesser works, it is destined to become a fallback favorite of young Americans who laugh so as not to sit stunned by the silence of their smudgy morality as they root on brown shirt lounge lizards.

The Benchwarmers zero out of ****

And now ladies and germs...straight from the gutter...

Here's your Sudoku substitute for the day: Say your wife said you were late. And your excuse was that you thought she meant Mountain Standard Time because she grew up in Colorado. And she bought it, and reminded you that, next time, she means Pacific Standard Time. Which is one hour earlier than Mountain Standard Time. Who's the bigger idiot?

In "The Benchwarmers," the answer is neither. That award goes to Jon Heder's character, a helmet-wearing, mildly retarded momma's boy who must have watched Steve Martin's "The Jerk" on loop. He, a dimwit (David Spade) and a lawnmower (Rob Schneider) form a three-man baseball team enter a tournament against fully-stocked 12-year-old teams rife with rotten jerks and bullies, coached by sporting goods salesmen who tweak each other's nipples and employ a middle-aged poolboy/gimp for massages and presumably gay sex, although these scenes take place offscreen.

Subplots include the life of an agoraphobe, the ovulation cycle of said Idiot Wife, the second chapter in Craig Kilborn's quest to play the ugliest characters written for the screen, and a sequence where former slugger Reggie Jackson destroys mailboxes from the flatbed of a speeding truck. It's a movie, ya know, for the kids!

Proof ** out of ****

Three good actors visiting old haunts. Willing flesh. Weak spirit.

Given its cast, pedigree and subject matter, "Proof" is a surprisingly minor, insignificant picture, clever and moving on a Lifetime Channel frequency, but thin and immature otherwise. Adapted by David Auburn and Rebecca Miller from Auburn's Pultizer Prize-winning play, it suffers from arch, rat-a-tat dialogue that works on stage but drones onscreen, and most painfully predictable casting that finds Anthony Hopkins as a mad genius, Gwyneth Paltrow as a melancholy girl, and Hope Davis as another bossy shrew. To the well, to the well, to the well - and now the water's tepid and soot-ridden.

Paltrow is Catherine, an amateur mathematician wilting under the smothering pressure of sister Claire (Davis) and the memory of just-buried father Robert (Hopkins), a Chicago University professor who, like some mathematicians, made landmark discoveries in his early 20s, coasted on tenure, and then slowly went insane. Director John Madden only reveals glimpses of Robert's downward spiral before his death through Catherine's harsh eulogy at his funeral; the movie is more occupied with Catherine's struggle to cut her own figure in life when she shares her father's talents. Especially when one of her Robert's old students, Hal (Jake Gyllenhaal) discovers a brilliant proof that Catherine claims to have written, then locked away out of respect - and fear.

Because the answer to this mystery is obvious whether you've seen the play or not - let it be said it is the less interesting of the two possibilities - "Proof" must churn its pleasures from performance and direction, both of which are uninspired. Madden prefers pretty to intense, and so a play entirely comprised of interiors is opened up to the towering Chicago oaks and softly falling snow. Dust is caught only when dancing in a concentrated sunbeam.

Paltrow plays Catherine as a whiny waif, while Davis kneads the exact same dough she has for years. Hopkins, as Robert, is asked to assume an odd role - that of an insane man whose insanity is alluded to but never shown. "Proof" focuses on his blustery "lucid" year between manic episodes, and leaves no explanation for the descent, apparently preferring we watch "A Beautiful Mind" and borrow the life arc of John Forbes Nash. Catherine and Claire's mother is not mentioned, strange for characters reflecting on the death of one parent.

And the movie speaks incessantly of math without ever dissecting any of its meaning. What's a creative proof? How do new and old methodologies differ? Auburn and Miller supply the words - Madden neglects the music. The characters should talk in a vacuum. The audience should not see in one.

The Squid and The Whale **** out of ****

Perfectly walks the tightrope between wit and poignancy.

Parents screw kids up. Maybe a lot, maybe a little, and in every way imaginable, but it happens, just as surely as parents enrich and instruct their sons and daughters. Noah Baumbach's fictional memoir, "The Squid and The Whale," knows that, and treats its characters- based on his family - with love, yes, but scrutiny, too. It does not declare what parents should be, but it has strong convictions about what they shouldn't: It is a brilliant, vicious, magnetic, articulate picture about two brilliant, vicious, magnetic, articulate divorcees who inflict sublime pain on the two sons they share with a selfish kind of honesty better suited for the leather couch.

"Mom, stop. I don't want to hear that from you," says Walt (Jesse Eisenberg) to his mother Joan (Laura Linney) as she describes some long-ago affair in the back of a storeroom.

"I know," Joan says. " I talk like that sometimes." She doesn't mean she's going to stop.

Joan is a writer just beginning to find her voice with pieces in The New Yorker. Ex-husband Bernard (Jeff Daniels) is a novelist, although by 1986, when the story opens, his literary star has dimmed; manuscripts are wait-listed as he teaches creative writing. The screenplay quietly suggests the divorce is tied to the shifting fortunes in Bernard and Joan's careers; certainly 16-year-old Walt believes it, and blames his mother for her wilting loyalty. But Bernard is a competitive, jealous ass - the word was invented for such a man - obsessed intellectual mannerisms and poet-warrior masculinty. He takes a house on the other side of Central Park - the "filet of the neighborhood," he says - and the parents share Walt and 11-year-old Frank (Owen Kline), who prefers Joan.

Baumbach has a sad soul - he presents Frank as a kind boy quickly losing his innocence amidst two absent parents - and a wonderful ear. Surely his father, writer John Baumbach, is a partial inspiration for Bernard, but he populates "The Squid and The Whale" with smaller, distinct characters, includng Ivan (William Baldwin), the breezy tennis pro who moves in with Joan, and Lili (Anna Paquin), one of those foolish graduate girls trying on the vixen personality for a couple years. She and Walt both tail around Bernard waiting for the verbal scraps he mindlessly passes as wisdom. Both discover divorce makes pitiful men faster than it produces such women.

Bill Murray and Kevin Kline would have made good Bernards, and Jeff Bridges basically played the role in "The Door In The loor" - but Daniels is the fit. Burly, offhandedly musing in his lilting voice, Bernard's really a bit stupid, and Daniels' performance captures talent trapped in accolades past. His speech and manners points to a verbose, muscular writing that lost steam in the 1980s to the "alternative voices" literary movement of the sick, the abused, and the minority - the kind of culture that produced James Frey's multiple lies in "A Million Little Pieces." As he did with Hap in "Terms of Endearment," Daniels carves out sympathy for the diminished Bernard. And Linney, in an equally skilled performance, diminishes our sympathy for Joan, who indulges her awakening at the expense of her children. She is a shadow of the mother she once was, and maybe knows it. Eisenberg and Kline deliver Baumbach's lines like they know they're funny, although Eisenberg played a similiar role in Dylan Kidd's excellent "Rodger Dodger."

The four are fine independently, clever coupled together and excellent when in a quartet. Not all of these niche films with witty, urbane screenplays and and eccentricity work. Baumbach wrote and directed a few clunkers, in fact with "Mr. Jealousy" and "Highball." But here he has the cast, the back-of-his-hand knowledge and an aim beyond the ennui and insecurity of intelligence in America. He's directed a seriously funny picture, one of the best from last year.

Thank You For Smoking **1/2 out of ****

Clever with a cold heart.

There are two kinds of high school debate: the classic Lincoln-Douglas singular clash over morals and values, and the more obscure (but more prestigious and interesting) policy debate, in which a team of two develops a plan to address singular problem. Immigration, for example. Or health care. Or foreign policy. To sit in on a round of this debate is to inhabit a world where, according to the affirmative team, the apocalypse is imminent if the plan is not adopted, and, according to the negative team, apocalypse is imminent if it is. And the kids speed spit the words auctioneer-style, the better to overwhelm the opponent with evidence, arguments, subpoints. A judge has to sort it all out, take on faith that the evidence says what the kids says it does, and tab a victor.

A lot of Washington lobbyists cut their teeth on this stuff, as do media pundits, lawyers, and GOP strategists named Karl Rove. Policy debate teaches a variant of the Michael Corleone philosophy: You can convince anyone of anything. Considering we live in an America that cuts taxes during a war we must win for our survival - but must also be won without a draft - well, this is a pretty true and murderous thing.

So "Thank You For Smoking," a clever satire about tobacco lobbyist Nick Naylor (Aaron Eckhart) just isn't sobering enough. It's engaging intellectually - enough so to recommend it - it's very funny, snarky, at times thoughtful. But writer-director Jason Reitman - son of 80s comedy icon Ivan Reitman - is comfortable right there. It's a solid debut, but he never lingers too greatly on Nick's life as a tool. Working from Christopher Buckley's novel, the movie puts Nick in a few tight spots and gives him pause, but its final scenes either reward Nick for his fraudulence or advance some libertarian philosophy not previously articulated. Nick may wiggle away to jerk chains for another focus group - but he's just running another hamster wheel.

The lead lobbyist for an "institute of tobacco studies," Nick is charged with insisting cigarettes are safe - he presents "facts" on talk shows and in congressional hearings - and fun, which he intends to do by partnering with a Hollywood agent/producer (Rob Lowe). He also has to pay off a former cigarette pitchman (Sam Elliott) dying of cancer while bedding an agenda-driven magazine reporter (Katie Holmes), which he fits around weekly lunches with The Merchants of Death, his lobbying pals from the alcohol and firearms industry. Nick's inquisitive son (Cameron Bright) is stuffed into several scenes as minor conscience, but mostly as a prompt for Nick's monologues about the American Way. And then there's a bizarre, left-field sequence that gives Nick a taste of the opposition and his own product.

There's a lot happening, and a lot of faces for Nick to wear. But Eckhart nails it. Maybe too well - he's too likable and having too good a time. Unlike Eckhart's attractive-yet-amoral persona in "In the Company of Men," Nick wears his burdens lightly, convinced his smooth resourcefulness can slip him out of jams. And it does, including a moment in which he's asked a question that any parent would answer one way, except Nick. Reitman's handling of this scene suggests he has a greater affinity for his lead than a sense for how pitiful it is to lie out of integrity for a faulty position. Reitman depicts of Holmes' character cynically too; reporters may not have scruples, but they have more savvy than this.

We're left with a distinct, original portrait of America that preaches moral equivalency years after the Big Tobacco question has been answered. A smarter movie than "Thank You for Smoking" doesn't pretend Nick got out just before the roof caved in, but shows a tobacco lobbyist in post-lawsuit era free to admit cigarettes kill to a nation happy to smoke anyway. I'm looking at a courtyard full of smokers right now, who will return to work in 10 minutes to pass another wave of smokers. Few of them - maybe none of them - will see this movie. What Jason Reitman and Nick Naylor do, the nicotine does so much better.

Mission Impossible III **1/2 out of ****

A softer, gentler Ethan Hunt meets his vilest nemesis! (Translated: Eh).

The opening scene of "Mission: Impossible 3" is the best of the whole series, jamming us smack in the middle of a duel between commando Ethan Hunt (Tom Cruise) and arms dealer Owen Davian (Phillip Seymour Hoffman). Davian has a gun to the head of Hunt's girlfriend Julia (Michelle Monaghan). He wants the "Rabbit's Foot." He'll count to ten.

"M:I3" has our attention.

That bold stroke is the work of first-time director J.J. Abrams, creator of "Lost" and "Alias." It's more Abrams' film than Cruise's, just as all of the "M:I" movies have been - Brian DePalma ("M:I"), John Woo ("M:I2") and Abrams have also projected their artistic personalities onto the Ethan Hunt character. First, there was CIA Ethan. Then Cool Kung-Fu Ethan. And now Soulful Ethan, a lover as much as a fighter, who only re-enters the spy game because his first trainee, Lindsey (Keri Russell) is about to be murdered by Davian. Hunt's team (Ving Rhames, Jonathan Rhys-Meyers and Maggie Q) botches the rescue and then draws a plan to ensnare Davian at the Vatican.

"M:I3" builds off its compelling opener and climaxes around its midpoint, during a gunfight on the Cheaspeake Bay Bridge that involves helicopters and a missle-shooting drone. And then it tails into a lousy ending. It's too ambitious, stuffing romance between action, saddling Cruise, at a time when he's unbearable off the screen, with drippy, teary-eyed material suited for "Jerry Maguire." And Abrams' inexperience with a movie budget and technology is evident. He sticks the bridge sequence. But he blows a couple others, including a confusing free dive off a Shanghai tower that steals from "M:I2," a scene Woo handled better.

Hoffman is the Cracker Jack prize of the film. He has maybe five actual scenes and he sells Davian's villainy with arrogance and certitude. "What I'm selling and who I'm selling it to should be the last thing you're concerned about" he says to Ethan. What does Davian know? It doesn't turn out to be much, but "M:I3" designs Hoffman's performance in a way that makes it seem otherwise. The rest of the cast flames out, but a punchy screenplay-by-committee doesn't help. Rhames barely resembles computer genius Luther Stickell at this point, and spends most of the movie channeling his crook from "Out of Sight." The two new IMF suits (Billy Crudup and Laurence Fishburne) subject us to a boring shell game of discerning which is straight/crooked. A humorless, sappy Cruise transmits creepy vibes while Monaghan, pretty in a Liv Tyler kind of way, isn't given much to do.

Abrams prefers close-ups and hectic photography to a more lucid action presentation. At times he whips, pans, zooms and hacks about like Michael Bay. Unlike his two TV shows, his female characters don't get much breathing room or development. And unlike a TV series, "M:I3" shouldn't dither about for 15 minutes with the domestic filler and useless dialogue Ethan and Luther trade throughout the picture.