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Ten years after "Scarface," a movie I didn't think was successful beyond Pacino's nearly perfect performance, De Palma made this film, returning to the gangster genre after one more outing, the more classical (and vastly overrated) "The Untouchables." This film is like that other Pacino film only superficially. It bears a closer resemblance to "Boogie Nights" or even "GoodFellas," though it has the epic quality of neither. Though the film is nearly two and-a-half hours, we don't feel as if we've been subjected to a long slog. The only slow moments in the film come in the more tender moments between Pacino and the girl.

At the time, ten years ago, Pacino was still relevant, going on smoky tirades. Here, we see him enunciating his words like a cross between a Puerto Rican from Noo Yawk and a Southern Baptist minister preaching the gospel. He throws his voice around like a ventriloquist; he doesn't yell like he's known for now -- there are no blowup courtroom scenes here. (Actually, I'm lying. There is one at the very beginning, but it's fun, so don't worry.) And his voice-over narration never rises above a husky whisper. Most reviews I've seen have praised Pacino's work here, and they're right to. It's the opposite of something like "Scent of a Woman," a film I enjoyed, with a performance from Pacino that was terrific. Here, he's quieter, more soulful. (The beard was a big plus, somehow it makes him more huggable.)

Carlito (Pacino) has just been sprung from jail by his lawyer, Kleinfeld (Penn), and after he picks up $25,000 during a tense drug exchange, he decides to go into a club business with Saso, who's got gambling debts, until he can get $75,000 and get out of the life for good. Penn, in wiry glasses and a Jewfro, with his down-turned nose plays Kleinfeld as a coke-sniffing tough-guy wannabe. We watch as Kleinfeld drifts from the lawful to the criminal; or more aptly, we see more and more of his character come to surface. One of Kleinfeld's clients at Riker's prison barge insists that Kleinfeld, who he believes ripped him off of a million bucks, bust him out of jail or be killed. Carlito stands by Kleinfeld throughout the film, even when he gets dumped on by the police, his girl, and even Kleinfeld himself for doing so.

The supporting players are roundly interesting and well-played. In the first moments we meet a young up-and-comer Benny Blaco, and John Leguizamo plays him flamboyantly. Luis Guzmán plays one of Carlito's workers at the club. As Lalin, Viggo Mortensen makes a quick appearance -- probably helped along by Penn -- as a now-crippled, former suave heartbreaker turned into a sniveling embarrassment.

But really, all the innovation here comes from Penn. Look at how slowly, how slyly his character evolves. It's really a wonder to get such growth in a film performance.

The film is admittedly flawed. For instance, something simple like Carlito's ex-lover not instantly recognizing his very recognizable voice is unlikely. The entire secondary story with Carlito's ex-lover Gail could have been handled better, or another way. That's not to say she's completely useless: she provides the ending with a little oomph.

The film is vicious, ruthless, and the emotions run high. There's a strange honesty throughout the film, too, mainly through the dialogue, that's sort of indescribable. Also, there's always a sense of humor here, like when "You Are So Beautiful" plays while Carlito reaches out for Gail through a chained door. (It's either humor or a really, really bad grab at sentiment.) When the song is played again over the closing credits, that time around there's an entire history attached to it, and it's played for sad irony.

Ultimately, it's not a profound work, but it's a worthy entertainment. It's predictable, through to De Palma's credit he admits that even he knows this at the beginning of the film, with black and white images, a dreamy camera, and a sentimental score. In the film, De Palma's camera moves around, showing us what we're interested in taking a peek at, and it plays a pivotal role in building up the tension for an incredibly well-crafted climax at Grand Central Station, complete with an amazing, gliding, nearly floating tracking shot. The finale, the last twenty minutes or so, is some kind of masterpiece and definitely leaves you with a good aftertaste.

***1/2

Steven Soderbergh is a talented, experimental, sometimes avant-garde filmmaker that doesn't make jokey movies (the Coen Brothers) or gimmicky ones (Christopher Nolan) or Tarantino ones. In even his more mainstream movies, he's distinguished. He's one of the few (relatively) young directors that makes "real" movies (not to knock the "fake" ones) about a wide array of subjects. He doesn't need to be cool or ambiguous all the time.

Set in St. Louis in 1933, "King of the Hill" is like a light kids version of "The Pianist" (it's even got Adrien Brody!). The film centers around the 12 year-old Aaron Kurlander, and his family -- his mother, father, and younger brother, Sullivan. The Depression is in full force, and Aaron's parents have come to the agreement that the only way to save money and be able to continue raising their two sons is to have young Sullivan shipped off on a Greyhound bus to live with his uncle. Soon thereafter, Aaron's mother is taken out of the picture when she has to go for a stay at a sanitarium. The family lives in a hotel run by a bank, and Aaron's father isn't paying the bills; soon he's out of the picture when he goes off looking for work, leaving Aaron on his own to fend for himself.

He makes friends with a rich nerdy kid at school when he rescues him from some school marble bullies, and comes up with schemes of how to make money, like having canary's mate, since a newborn will fetch three dollars. He spins tall tales in order to get by at school, like telling his teacher that his parents work for the government. His hunky, older pal also living in the hotel, Lester (Adrien Brody) helps him about; in one incident they end up stealing Aaron's father's car, and with Aaron too small to be able to reach the brake pedal, he ends up going on a scary trip around town.

When one girl from school invites him over for supper, he gets caught in his own web of deceit when the school kids, at an after-graduation party where Aaron wins a special prize, hear different stories about what his parents really are. (Government workers, archaeologists, pilots.) At the same party, he's exposed for what (they think) he is: a poor kid and a teacher's pet.

He befriends a gawky girl in his hotel with a crush on him when she invites him over for hot dogs and dancing, but ends up having some sort of fit on the floor. (Epileptic seizure?)

The cop out in the street is just looking to bust some young punk kid, and the hotel bellhop is just waiting for Aaron to slip up, so he can lock him out of his room. (Look fast for Lauryn Hill as the hotel elevator operator!)

The movie looks great, both in the set deco and the juicy, round cinematography. The music is a plus, and nearly all the performances are first-rate. Jesse Bradford, with his big, expressive eyes, is just terrific as Aaron. He's got an ultra-pleasant face to watch, and his acting is totally fresh, without any hint of affectation. (Unlike his father's strange accent.)

"King of the Hill" is a lovely, great-looking period piece. A sometimes heartwarming, sometimes heartbreaking dramedy without any pretensions to be anything other than a good little gem of a movie. And that it is.

****

Komajuro Arashi and his acting troupe arrive in a small fishing village on the coast of Japan. Komanjuro goes to visit a woman who runs a sake bar, and who, we learn, is a former lover, and with whom he fathered a child, though the child is unaware of this fact and believes him to be his uncle

Their son, Kiyoshi, has just finished high school, and Komanju comes to see him as much as his former lover. He hopes that Kiyoshi will be able to become something in his life and not end up like Komanju himself, a washed-up actor drawing small crowds for his failing samurai productions.

When Komajuro talks with his gorgeous young son, we can see the excitement in his eyes, in his face. The acting here is all rather flat, or better, it's reserved. (Ozu adds a little joke to this later in the film, when on a fishing boat Kiyoshi accuses his father of being "too muggy" in his performance.) This adds to the impact of the few emotional (and physical) outbursts later in the film.

The conflict in the film is that of Komajuro's double lives. When his current mistress, Miss Sumiko -- a jealous and conniving witch of a woman -- discovers that he's been seeing some other woman, she's enraged, and plots what she believes will be his sort of downfall. By hiring a young woman, Kayo, to seduce Kiyoshi and embarrass Komajuro, she plans on making the two seem like different generations of the same person, both relating with unimportant actresses, thereby ruining Komajuro's hopes of his son becoming somebody important.

Unlike most, Ozu is an auteur because of what he doesn't do. His unmoving camera, which is famous, sits placidly, observing the characters with interest. I do sometimes wish that the camera would move around curiously, interested in the conversations of the characters, but maybe Ozu's point was that his camera is (or we should be) too interested to move, and that the events of everyday life need not be jazzed up for entertainment purposes. (He seems to mock this idea when he has Komajuro say to Kiyoshi about his plays that, basically, modern audiences can't appreciate good drama.) The entire film is restrained; on the rare occasion when people cry, they cover their faces and softly whimper.

The ending shot of a dark blue sky, with red lights from a rolling train, reminds us that whether it's 2003 in North America or 1959 in a small Japanese fishing village, we're all the same people with the same problems.

In and of itself, the film is terrifically simple: a simple story, with simple acting, simple music, and made even more simple by the simplicity of the static camera. But what makes the film something special, rather than just some family drama, is the honesty. Ozu isn't after anything big here. Any enlightenment comes from Ozu's realization that the most important conflicts are in the home, the ones no one sees, the ones we all feel.

****