LOS ANGELES -- They'll be fighting on land, on sea, in space, in Middle-earth. Their weapons will include cannons, flamethrowers, swords of all sorts and a guitar case full of guns.
Hollywood goes to war this fall with a bombardment of historical battle epics, contemporary action flicks, and sci-fi and fantasy combat, led by the final chapters of two trilogies, "The Matrix Revolutions" and "The Lord of the Rings: The Return of the King."
The lineup is heavy on 19th century military and personal conflicts. Among them:
A new take on "The Alamo," starring Billy Bob Thornton and Dennis Quaid.
Russell Crowe as a Napoleonic-era naval captain in "Master and Commander: The Far Side of the World."
Ron Howard's "The Missing," with Cate Blanchett and Tommy Lee Jones in an Old West thriller about a woman trying to recover her daughter from a cult of desperadoes.
"Cold Mountain," with Jude Law, Nicole Kidman and Renee Zellweger in an adaptation of Charles Frazier's Civil War best seller about a wounded Confederate soldier struggling his way home to his sweetheart.
And "The Last Samurai," with Tom Cruise as a disillusioned American officer training Japanese troops in modern warfare in the 1870s.
Director Edward Zwick and producing partner Marshall Herskovitz say Cruise begins as a drunken, soul-sick soldier embittered by U.S. actions in clearing Indians from the American West. He finds redemption in the spirituality of the samurai code and is caught up in a rebellion as feudal Japanese warriors resist the shift to modern combat.
"The Japanese culture, I'm fascinated by it and the purity of what the samurai stand for," said Cruise, who trained for nine months and put on 20 pounds of muscle for the film's elaborate sword fights. "Courage, honor, compassion, these are part of the code of the samurai. Honesty and justice. There are so many aspects of that culture worth looking at and paying homage to."
While Cruise plays a fictionalized soldier, the makers of "The Alamo" were dealing with legendary real-life figures who died trying to hold off Mexican forces that outnumbered them 10-to-1.
Thornton said he was able to draw on his own personality quirks to capture much of Alamo hero Davy Crockett's eccentricity.
"We're both Leos," Thornton said. "Crockett was kind of a rock star at the time. He was very well known. When he came to town, people knew who he was. Crockett loved people. He loved to hold court and tell stories, which has kind of been my path in a lot of ways."
Thornton appears in three other movies this season. In the dark comedy "Bad Santa," he plays a thief impersonating a mall Santa Claus to carry out a robbery. Thornton has small roles in two romantic comedies: The Coen brothers' "Intolerable Cruelty," starring George Clooney as a crackerjack divorce lawyer and Catherine Zeta-Jones as a "serial divorcee," and "Love Actually," an ensemble tale with Hugh Grant, Emma Thompson and Liam Neeson.
"Alamo" producer Brian Grazer also has a busy fall, working on "Intolerable Cruelty," longtime directing partner Howard's "The Missing," and "Dr. Seuss' the Cat in the Hat," starring Mike Myers as the trickster feline from the beloved children's book.
"Mike's fantastic. He's unbelievable," Grazer said. "He was so committed and inhabited the cat in a way that's seamless, but has some of the Mike Myers we all love."
Also in family-flick mode is Steve Martin, who stars in an update of "Cheaper by the Dozen," a parenthood comedy about a couple with 12 kids, and plays the villain in "Looney Tunes: Back in Action," pairing him and Brendan Frazer with Bugs, Daffy and other Warner Bros. cartoon creatures.
"This will probably be considered the biggest performance I've ever given, the most over the top," Martin said. "You're working with Daffy Duck. So what am I going to do, be sensitive?"
While Martin squares off against 'toons, darker tales of personal battle this fall include "Once Upon a Time in Mexico," with Antonio Banderas returning for the final chapter of Robert Rodriguez's "El Mariachi" trilogy about a deadly gunman with a guitar case filled with firearms; "The Rundown," an action comedy starring wrestler The Rock as a hired gun in the Amazon; "Secondhand Lions," featuring Robert Duvall and Michael Caine as curmudgeonly recluses who share stories of youthful adventures in Africa with their great-nephew (Haley Joel Osment); and "Kill Bill, Volume 1," the first chapter of Quentin Tarantino's two-part saga about a hitwoman (Uma Thurman) wreaking havoc on the mentor who tried to kill her.
Tarantino wrote the part specifically for Thurman, who co-starred in his hit "Pulp Fiction."
"It's an amazing way to be in a film. Totally different than being cast or selected after the script's been written," said Thurman, who trained 40 hours a week for three months to handle the movie's martial-arts action. "I'm playing a trained assassin who tries to retire but rather rudely has her resignation not accepted by her boss, who basically tries to knock her off with another assassin."
Part two of "Kill Bill" hits theaters early next year.
Thurman also co-stars with Ben Affleck in John Woo's latest action flick, "Paycheck," adapted from a sci-fi story by Philip K. Dick, about a corporate consultant fighting to piece together his erased memory.
The heavyweights among year-end sci-fi and fantasy are "Return of the King" and "Matrix Revolutions," guaranteed blockbusters considering the $300-million-plus domestic gross for each of the first two "Lord of the Rings" movies and this year's $278 million haul for "The Matrix Reloaded."
Arriving just before Christmas, "Return of the King" completes director Peter Jackson's monumental adaptation of J.R.R. Tolkien's epic of hobbits, humans, elves, wizards and dwarfs united to destroy a ring of ultimate evil that threatens the fantasy land of Middle-earth.
Brothers Andy and Larry Wachowski shot both sequels to their 1999 hit "The Matrix" at the same time, continuing their saga of a group of freedom fighters (Keanu Reeves, Carrie-Anne Moss and Laurence Fishburne) battling computers that have enslaved humanity.
"The Matrix Revolutions" hits theaters in early November, just six months after "The Matrix Reloaded."
"The thing that's kind of neat is that it feels like an event," Moss said. "If I wasn't in it, I'd be kind of psyched about the movies myself as a fan."
Also on the sci-fi front is "Alien: The Director's Cut." Ridley Scott restored about five minutes to his 1979 horror hit that pits Sigourney Weaver against an unstoppable space invader.
The major addition is an "alien-nest" sequence revealing the fate of co-stars Tom Skerritt and Harry Dean Stanton, whose characters were snatched by the hostile beast.
Also this fall, Scott directs the comic drama "Matchstick Men," starring Nicolas Cage as a neurotic con man whose latest scam is jeopardized by the arrival of a teenage daughter (Alison Lohman) he never knew he had.
"She helps to adjust his condition," Scott said. "His condition is one where he's rapidly going down this route of isolation. He's a clean-a-phobe, he's a little Howard Hughes-ian in his cleanliness, and he's going down this hole of being entirely alone, which would be his lot for the rest of his life. And she helps straighten him out."
Also playing the shell game are John Cusack, Gene Hackman and Dustin Hoffman in "Runaway Jury," adapted from John Grisham's thriller about sneaks and conspirators trying to buy the jury in a major lawsuit.
"It's a bit of a con-man movie," said Cusack, who plays a juror with an agenda. "You see many court dramas, but I'd never really seen that angle on jury tampering before. I imagine when money gets involved, anything's possible."
Other movie highlights this fall:
Julia Roberts as an unorthodox professor at a women's college in the 1950s in "Mona Lisa Smile"; the horror tale "Gothika," with Halle Berry as an amnesiac psychiatrist accused of killing her hubby; Eddie Murphy on the run from ghosts in "The Haunted Mansion," based on the Disney attraction; the Farrelly brothers' latest, "Stuck on You," pairing Matt Damon and Greg Kinnear as conjoined twins; another horror-film spoof with "Scary Movie 3"; and "The Human Stain," starring Anthony Hopkins and Nicole Kidman in an adaptation of Philip Roth's novel about a disgraced academic's fling with a janitor.
Also, a live-action "Peter Pan," about the eternal boy who battles Capt. Hook; Denzel Washington as a police chief unraveled by a murder investigation in "Out of Time"; Tim Burton's "Big Fish," starring Albert Finney and Ewan McGregor in the adventures of a tall-tale spinner; "Mystic River," with Clint Eastwood directing Sean Penn, Tim Robbins and Kevin Bacon in a dark drama of three men drawn together by a murder; Woody Allen's latest Manhattan romance, "Anything Else," starring Jason Biggs and Christina Ricci; and Jack Nicholson and Diane Keaton in "Something's Gotta Give," a comedy about a 60-something playboy with a taste for young women, who finally meets his romantic match with someone in his own age range.
"My movie's definitely about people that need their glasses to read," said "Something's Gotta Give" writer-director Nancy Meyers ("What Women Want"). It's really about being the age you are and feeling it and accepting it, and being in love. Because people do fall in love after the age of 35."
WHAT'S COMING UP
Highlights of Hollywood's fall film lineup (release times may change, and some films play in limited release):September
Cabin Fever": College buddies turn on one another out of fear of contagion when a flesh-eating virus strikes during a trip to the woods.
Casa de los Babys": John Sayles weaves an intimate drama of American women adopting Latin American babies. With Mary Steenburgen, Darryl Hannah and Marcia Gay Harden.
"Cold Creek Manor": New mansion owners (Dennis Quaid and Sharon Stone) square off against the house's menacing former owner.
"Dickie Roberts:Former Child Star": An ex-child star (David Spade) hires a family to experience "normal" childhood so he can revitalize his acting career.
"Dummy": Adrien Brody follows up his Oscar win for "The Pianist" with a comedy about a mousy suburbanite who takes up ventriloquism.
THE FIGHTING TEMPTATIONS: An ad exec (Cuba Gooding Jr.) learns he must create a successful gospel choir to collect his inheritance. Beyonce Knowles co-stars.
THE HUMAN STAIN: A disgraced professor (Anthony Hopkins) has an affair with a young janitor (Nicole Kidman). From the novel by Philip Roth.
IN THIS WORLD: Two Afghan boys journey through Iran and Europe hoping for a better life in Britain. Michael Winterbottom ("Welcome to Sarajevo") directs.
LOST IN TRANSLATION: Bill Murray and Scarlett Johansson in a quirky story of friendship between Americans in Tokyo. Sofia Coppola ("The Virgin Suicides") directs.
LUTHER: Joseph Fiennes is Martin Luther in a film biography of the church reformer. Peter Ustinov co-stars.
MAMBO ITALIANO: A big fat Italian comedy about Old World parents shocked by New World lifestyles when their son takes a male lover. With Paul Sorvino.
MATCHSTICK MEN: A jittery con man (Nicolas Cage) finds his latest score complicated by the arrival of his teenage daughter. Ridley Scott directs.
MY LIFE WITHOUT ME: A dying woman (Sarah Polley) spices up her humdrum life as her final days tick away.
ONCE UPON A TIME IN MEXICO: Antonio Banderas, Salma Hayek and Johnny Depp in the final chapter of Robert Rodriguez's "El Mariachi" gunslinger trilogy.
THE ORDER: A maverick priest (Heath Ledger) stumbles into dark church secrets when he investigates a series of murders.
THE RUNDOWN: Wrestler The Rock in an action comedy about a hired strongman on a rescue mission in the Amazon. Christopher Walken co-stars.
SECONDHAND LIONS: Robert Duvall and Michael Caine are curmudgeon brothers who warm up and share tales of early adventures with their great-nephew (Haley Joel Osment).
UNDER THE TUSCAN SUN: A divorced writer (Diane Lane) dives into a new life after buying a ramshackle villa in Italy.
UNDERWORLD: Kate Beckinsale vamps it up in a Romeo-and-Juliet story about forbidden love between a vampire and a werewolf.OCTOBER
BEYOND BORDERS: "Tomb Raider" star Angelina Jolie goes globe-trotting again as a socialite drawn into humanitarian efforts in war zones.
BROTHER BEAR: Disney's latest animated adventure follows a boy turned into a bear, who's hunted by his human brother.
DIE MOMMIE DIE: Cross-dressing cult star Charles Busch in an adaptation of his campy play about a murderous ex-diva.
ELEPHANT: Loosely based on the Columbine massacre, Gus Van Sant's dramatization of high school violence won top honors at the Cannes Film Festival.
GOOD BOY!: The Jim Henson gang spins a tale of alien dogs sent to colonize Earth. Voice cast includes Matthew Broderick, Vanessa Redgrave and Brittany Murphy.
GOTHIKA: A horror tale with Halle Berry as a shrink accused of killing her husband, a crime she has no memory of. Penelope Cruz and Robert Downey Jr. co-star.
IN THE CUT: Meg Ryan stars in a thriller from director Jane Campion ("The Piano"), about a lonely New Yorker who becomes involved with a homicide cop.
INTOLERABLE CRUELTY: The Coen brothers reunite with George Clooney for a romance about a marital attorney smitten with a multiple divorcee (Catherine Zeta-Jones).
KILL BILL, VOLUME ONE: Part one of Quentin Tarantino's saga of a hitwoman (Uma Thurman) bent on revenge against the mentor who tried to kill her. Part two comes next year.
MYSTIC RIVER: Clint Eastwood directs Sean Penn, Tim Robbins and Kevin Bacon as three old friends brought together again by a tragic murder.
OUT OF TIME: Denzel Washington as a small-town police chief whose secure world comes unglued during a murder investigation.
PIECES OF APRIL: A black-sheep daughter (Katie Holmes) tries to make peace with her dying mom (Patricia Clarkson) by cooking Thanksgiving dinner.
PREY FOR ROCK AND ROLL: Gina Gershon leads an all-girl punk band in this adaptation of Cheri Lovedog's autobiographical rock musical.
RUNAWAY JURY: John Cusack, Gene Hackman, Dustin Hoffman and Rachel Weisz in a thriller about jury shenanigans in a major lawsuit. From the John Grisham novel.
SCARY MOVIE 3: The horror-spoof franchise lampoons "The Matrix Reloaded," "The Ring," "Signs" and other fright flicks. Directed by David Zucker ("The Naked Gun").
THE SCHOOL OF ROCK: Booted from his band, a guitarist (Jack Black) takes a substitute teacher's gig and enlists fifth-graders for a battle-of-the-bands contest.
SHATTERED GLASS: The tale of journalist Stephen Glass (Hayden Christensen), whose career fell apart amid revelations he fabricated stories.
THE SINGING DETECTIVE: A bedridden writer (Robert Downey Jr.) lives a fantasy life of song, dance and intrigue in an adaptation of Dennis Potter's miniseries.
THE STATION AGENT: A misanthropic dwarf (Peter Dinklage) finds unlikely friendship with a divorced artist (Patricia Clarkson) and a coffee peddler (Bobby Cannavale).
SYLVIA: Gwyneth Paltrow plays suicidal poet Sylvia Plath in an examination of her fiery relationship with poet hubby Ted Hughes (Daniel Craig).
THE TEXAS CHAINSAW MASSACRE: The mother of all slice-and-dice horror flicks gets an update in this tale of friends who fall in among a clan of cannibals.
VERONICA GUERIN: Cate Blanchett in the real-life story of an Irish journalist slain amid her investigation of Dublin's druglords. Directed by Joel Schumacher.
WONDERLAND: Val Kilmer and Lisa Kudrow in an exploration of multiple murders that shocked Los Angeles' Laurel Canyon area in 1981.NOVEMBER
THE BARBARIAN INVASIONS: Denys Arcand revisits characters from his "The Decline of the American Empire" for a moving portrait of a dying man's reunion with loved ones.
BIG FISH: Albert Finney and Ewan McGregor star in director Tim Burton's fantasy about a reunion between a tall-tale spinner and his alienated son.
THE COOLER: William H. Macy as a Vegas loser so down on his luck he's hired to rub shoulders with hot gamblers to cool off their winning streaks.
DR. SEUSS' THE CAT IN THE HAT: Mike Myers is the cool cat with the big hat who livens things up for a couple of stuck-at-home children. Alec Baldwin co-stars.
ELF: A human (Will Ferrell) raised by elves ventures from the North Pole to New York, where he encounters his Scrooge-like real dad (James Caan).
THE HAUNTED MANSION: A real-estate agent (Eddie Murphy) and his family fall in with ghosts at a scary old house. Based on the Disney theme-park ride.
HONEY: A dancer (Jessica Alba) has her love of the hoofer's life rekindled by a group of urban kids.
HOUSE OF SAND AND FOG: A former confidante (Ben Kingsley) of the Shah of Iran finds himself in a fight for possession of a home with its former owner (Jennifer Connelly).
IN AMERICA: A tale of the Irish in America, a semi-autobiographical drama from director Jim Sheridan ("My Left Foot"). With Samantha Morton.
LOONEY TUNES: BACK IN ACTION: Bugs and his cartoon buddies co-star in a comic adventure with Brendan Fraser and Steve Martin.
LOVE ACTUALLY: Love is in the air for a big fat ensemble of Londoners in this romantic comedy featuring Hugh Grant, Emma Thompson, Liam Neeson and Laura Linney.
MASTER AND COMMANDER: THE FAR SIDE OF THE WORLD: Russell Crowe sails the high seas as a captain in a deadly battle with another ship. From Patrick O'Brian's novels.
THE MATRIX REVOLUTIONS: Once more unto the breach as Keanu Reeves, Carrie-Anne Moss and Laurence Fishburne have their final showdown with Earth's machine rulers.
RADIO: Cuba Gooding Jr. as a slowwitted man who finds a mentor in a high school football coach (Ed Harris).
TIMELINE: Paul Walker and Frances O'Connor in a thriller about archaeologists hurled backward to danger in 14th century France. Based on Michael Crichton's book.
TUPAC: RESURRECTION: A documentary portrait of slain rapper Tupac Shakur. His mother, Afeni Shakur, is an executive producer.
21 GRAMS: Sean Penn, Benicio Del Toro and Naomi Watts in a somber drama of grief, mortality and redemption.DECEMBER
CALENDAR GIRLS: "The Full Monty" for women. Helen Mirren and Julie Walters star in the tale of a women's group that puts out a nude calendar to raise money for charity.
CHEAPER BY THE DOZEN: Steve Martin and Bonnie Hunt are blessed with 12 kids in an update of the 1950 tale about a big, big family.
COLD MOUNTAIN: Nicole Kidman, Renee Zellweger and Jude Law in the adaptation of Charles Frazier's Civil War best seller. Anthony Minghella ("The English Patient") directs.
THE COMPANY: Robert Altman's latest stars Neve Campbell as a ballerina whose inner conflicts jeopardize her advancement to a starring role in her dance troupe.
THE FOG OF WAR: Documentary filmmaker Errol Morris chronicles 20th century military crises through the eyes of former defense secretary Robert S. McNamara.
GIRL WITH A PEARL EARRING: The life of 17th century painter Vermeer (Colin Firth) is beset by scandal from his relationship with a household maid (Scarlett Johansson).
HIGHWAYMEN: A slain woman's husband (Jim Caviezel) hunts the highways and byways for his wife's murderer.
THE LAST SAMURAI: Tom Cruise as a disenchanted U.S. soldier training Japanese troops in modern warfare in the 1870s.
THE LORD OF THE RINGS: THE RETURN OF THE KING: Frodo, Aragorn, Gandalf and the gang return for the climax of Peter Jackson's monumental adaptation of J.R.R. Tolkien's fantasy.
LOVE DON'T COST A THING: A nerd (Nick Cannon) cons a teen babe into pretending they're an item in an update of the 1980s romance "Can't Buy Me Love."
THE MISSING: Cate Blanchett is an Old West mom forced to team with her estranged father (Tommy Lee Jones) to rescue her daughter from kidnappers. Ron Howard directs.
MONA LISA SMILE: Julia Roberts plays a freethinking art history prof at a women's college. Kirsten Dunst, Julia Stiles and Maggie Gyllenhaal co-star.
MONSIEUR IBRAHIM: Omar Sharif stars in a story of kinship between an aging Arab man and a Jewish boy in 1960s Paris.
PAYCHECK: Ben Affleck and Uma Thurman in a sci-fi thriller about a corporate hired gun trying to piece together his erased memory. John Woo directs.
PETER PAN: The boy who won't grow up graduates to a live-action frolic in J.M. Barrie's fantasy classic. P.J. Hogan ("My Best Friend's Wedding") directs.
SOMETHING'S GOTTA GIVE: Jack Nicholson's an aging playboy with a taste for younger women who finally falls for someone in his own age bracket. Diane Keaton, Keanu Reeves and Frances McDormand co-star.
THE STATEMENT: Michael Caine and Tilda Swinton in a thriller about an elderly Nazi collaborator pursued by modern-day hit men. Norman Jewison directs.
STUCK ON YOU: Matt Damon and Greg Kinnear as conjoined twins trying to live separate lives in the Farrelly brothers' latest comedy.
THE YOUNG BLACK STALLION: This prequel to the 1979 family film centers on a girl and the magnificent horse that rescues her in the desert. Playing exclusively at IMAX theaters.
--The Associated Press