When it was revealed in September 2006 that the Deep Ellum Film Festival would be shuttered to make way for the AFI Dallas International Film Festival, and its attendant big-money corporate sponsors, local cineastes fretted that DEFF founder Michael Cain had sold out to the highest bidder. Which proved absolutely right—Target alone was ponying up some $3 million—and also completely beside the point, as it took all of one year for AFI Dallas to prove itself a significant player on the film-festival circuit.

Gone were the smoky, low-key parties at the Boyd Hotel in Deep Ellum, and in their stead were glitzy galas—like last year's kick-off wingding at the downtown Neiman Marcus, where the likes of Lauren Bacall, Sydney Pollock and Bill Paxton hobbed and nobbed with well-heeled locals dolled up like Philadelphia Story extras. And though the festival welcomed its share of A-listers and familiar faces, among them Morgan Freeman, David Lynch and Away From Her's writer-director Sarah Polley, it also hosted significant screenings that provided locals with early glimpses of year-end favorites, among them King of Kong: A Fistful of Quarters, La Vie en Rose and Hot Fuzz. Just like that, the skepticism was cashed: Turns out you can work plenty of magic with a few million dollars spread around a town that loves to swaddle itself in red carpet.

So it's little surprise that this year's fest, which kicks off this week and runs through April 6, ups the ante, bringing in not only enough famous folk to fill an issue of Entertainment Weekly (Robert De Niro, Charlize Theron, Woody Harrelson, Josh Brolin, Andre Benjamin, Helen Hunt, Sam Rockwell, Michelle Rodriguez, Richard Jenkins, Diego Luna, recent best-documentary Oscar-winner Alex Gibney and Bill Paxton), but also some 260 features and short films. And they range from major-studio sneaks (Forgetting Sarah Marshall) to fest-circuit familiars (Battle in Seattle, Then She Found Me, The Black List, Goliath) to globe-spanning offerings (including Sergei Bodrov's Russian-Mongolian-Kazakh-financed Mongol, about the early years of Genghis Khan) to more than a dozen entries in the high-school short-film competition. Because, apparently, children are the future.

We're no Snow Angels: Kate Beckinsale and Nicky Katt in David Gordon Green's latest moody offering
We're no Snow Angels: Kate Beckinsale and Nicky Katt in David Gordon Green's latest moody offering
Charlize Theron tries to survive the Battle in Seattle.
Charlize Theron tries to survive the Battle in Seattle.
Richard Jenkins and Hiam Abbass in The Visitor
Richard Jenkins and Hiam Abbass in The Visitor

Details

AFI Dallas International Film Festival runs March 27 through April 6. Visit www.afidallas.com for more information.

"Last year's success raised the pressure on us," says Cain, CEO and artistic director of AFI Dallas. "It's like a second album or a second movie. You think, 'This is the one that'll define me,' because the sophomore slump is always a concern. We were pretty happy with last year, but we wanted to raise the bar, so the quality moves up. With 35 countries being represented this year, we're bringing in filmmakers from all around the world—and that was just as important as Charlize Theron or Robert De Niro coming to town. Those are home runs. You know you'll get people to pack those rooms, but it's a challenge making sure the smaller films get their due too."

In truth, AFI Dallas might be a little too big: The just-concluded South by Southwest film fest in Austin, birthed 14 years ago as an offshoot of its big-sister music fest, offered 110 features and 100 shorts—with most screening over a five-day period. And the Sundance Film Festival, the premiere acquisitions festival in the world, screened only 122 features. (That said, the mammoth Oscar-season-greeting Toronto International Film Festival last September ponied up 349 films from some 55 countries.)

AFI Dallas, for such a young festival, is a sprawling affair, to put it mildly: Screenings will take place at the Magnolia Theatre, the AMC NorthPark and the Inwood Theatre, as well as at the Dallas Museum of Art, SMU's Hughes Trigg Theatre and the Majestic downtown. Which doesn't even take into account the filmmaker panels at the Nasher Sculpture Center and on the W Hotel's poolside deck.

In that regard, AFI Dallas is very much a Dallas event: It's well-financed, has powerful folks behind it (including ad man Liener Temerlin and Todd Wagner) and needs a car to get around. And filmmakers, as well as all-fest pass-holders, will meet and mingle in the Target-sponsored lounge in Victory Plaza—the only such happy-hour gathering place at any major festival in the U.S.

"The festival's intended to be a celebration of film, more in line with what the AFI's mission is as a whole," Cain says. "I'd be wrong to say I hope films don't sell out of here, but that's not how we present it to filmmakers. We tell them, 'We'll spoil you, and the audience in Dallas will spoil you.' Part of the experience for them is how they're treated."

With such an expansive roster, there's no easy way to sum up the schedule—which is not without its significant points of intrigue. Chief among them: the Mark Cuban and Todd Wagner-produced What Just Happened?, director Barry Levinson's adaptation of producer Art Linson's giddy, grizzly 2003 book in which the Fast Times at Ridgemont High, The Untouchables and Fight Club producer recounted the horrors of working in the movie business. What Just Happened? bowed in January at Sundance, where it received a ruthlessly cold Utah reception—in fact, the film, which stars not only De Niro but also Bruce Willis and Sean Penn and Catherine Keener, remains unsold to distributors. But Cain says the version screening here is a different cut than the Sundance version—so, for that matter, is former Dallasite David Gordon Green's moody, transitional adaptation of Stewart O'Nan's novel Snow Angels, a Sundance entry in 2007.

"We'll all be seeing it for the first time, and Todd is interested in seeing what the audience response is," Cain says. "I hope that's what we wind up showing more and more often, films that come out of Sundance looking for their next step. It allows filmmakers the chance to see what worked and what didn't, so they can come here and say, 'Let's see what it does now.'" Also playing the fest is another 2007 Sundancer: the sweet, small Son of Rambow, which is significantly kinder to the audience than the similarly themed Be Kind Rewind.

Another can't-miss Sundancer coming though Dallas is The Black List, in which former Fort Worth Star-Telegram and New York Times film critic Elvis Mitchell interviews the likes of Kareem Abdul-Jabbar, Chris Rock, Colin Powell, Sean Combs, Louis Gossett Jr., Bill T. Jones and many others about what it means to be black in America—simple as that, hard as it is to believe no one's ever even attempted such a thing. Mitchell is never seen nor heard from, as he and director Timothy Greenfield-Sanders let their subjects talk for a few minutes before moving on in what only seems on the surface like a thumbnail glimpse into celebrity. Expanded interviews will be available in a book, due out before year's end.

Truth is, one of the best bigger films in the fest is Nicholas Stoller's Forgetting Sarah Marshall, which had a raucous debut at SXSW and which opens wide April 18. It was written by and stars Jason Segal, a regular in Judd Apatow's stable going back to Freaks and Geeks. What easily could have played like a Ben Stiller romantic comedy is significantly smarter and sharper—precisely because it knows its audience won't tolerate the lazy same-ol' from a guy who, till now, has been the dude passing around the bong in the backseat.

Also coming to Dallas fresh from Austin (and Toronto and Sundance) is The Visitor, writer-director Tom McCarthy's beautiful film about the invisible people living in the margins and shadows. McCarthy, an actor recently seen as fabulist Scott Templeton on The Wire, returns to Dallas eight years after starring in the locally made Certain Guys. Says McCarthy about life on the festival circuit: "The exciting thing about these festivals is you have people who really like to go to movies, who aren't just looking to movies as an escape but also looking to movies for motivation, inspiration or just to be moved and enlightened."

AFI Dallas' opening-night film is Helen Hunt's Then She Found Me, in which the first-time writer-director stars as a woman desperate to have a child before she turns 40 (though Hunt herself turns 45 this year, never mind that). It's a confident debut, though an odd hybrid: a sitcom pilot rendered as melodrama starring the likes of Matthew Broderick (as her husband and, seriously, an irresistible man-child), Colin Firth (as the single-dad love interest) and Bette Midler (as the famous mother who gave up for adoption Hunt's character when she was a year old). In short, it's the kind of film a mother, which is to say my mother, would love.

The closing-night offering, Battle in Seattle, is far more successful; it's a sort of tear-gas-drenched version of Crash, a gritty evocation of a tumultuous moment all but erased from recent memory. It too marks an actor's debut as writer and director, in this case Queen of the Damned's Stuart Townsend, who directs girlfriend Charlize Theron, as well as Woody Harrelson and Andre Benjamin and Lost's Michelle Rodriguez. The film is a multilayered and unexpectedly thrilling retelling of the 1999 riots that engulfed Seattle during the World Trade Organization's meetings, which were cut short by protesters who ranged from righteous activists to hell-raising anarchists. Shot documentary-style by the brilliant cinematographer Barry Aykroyd (United 93), Townsend has little patience for both the cops who willy-nilly attacked peaceful protesters and for some of the protesters themselves whose reckless antics wound up stifling necessary debate amongst those who came to Seattle demanding the WTO treat poor countries with the same deference shown its richer members.

AFI is actually like most film festivals: Its documentaries offer the most must-sees. Alex Gibney brings to Dallas his Hunter S. Thompson doc Gonzo, which chronicles with great wit and warmth the rise and fall of the good Doctor of Journalism, who ended his tale with a bullet to the head three years ago. Thompson likely would have appreciated former TV critic Manny Mendoza and local filmmaker Mark Birnbaum's debuting doc Stop the Presses: The American Newspaper in Peril, inspired in part by Mendoza's taking The Dallas Morning News' buyout offer two years ago. Featuring the likes of Ben Bradlee, Walter Cronkite, Todd Gitlin and, yup, former Dallas Mayor Laura Miller, it's a profoundly dispiriting film (newspaper companies do the goddamnedest, dumbest things) but also surprisingly inspiring, as it points to the inevitable reinvention of an industry in need of new life.

Also worth a peek: Jamie Kennedy's Heckler, which begins as an investigation into why audience members heckle performers, then evolves into a more pointed piece about the validity of criticism—though it's more than a little bit of a put-on, as Kennedy gives bloggers (and Richard Roeper, heh) a hard time over their respective damnations of Malibu's Most Wanted. And Nerdcore Rising might be the best doc ever made about scrawny white dudes rapping about Chewbacca and computers in front of eight people during an East Coast tour. And nothing screams "film festival" more than that.

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