ABCD This year's WorldFest is full of immigrant stories. This one, directed by Krutin Patel, tells the story of an Indian-born mother fighting to keep her two first-generation kids under her controlling Hindu wing. Raj is the dutiful one. He's a hard-working accountant who is somewhat skeptical of the old ways, but who accepts them anyway, out of loyalty to Mom and to keep the peace. Nina is his wild sister, who responds to her mother's efforts to arrange an Indian marriage by picking up idiotic men in bars. We've seen this story before, though not often from the subcontinental angle. It's told a bit crudely -- Nina's men are caricatures of jerks, rather than the real thing -- but the scenes from inside Indo-American culture ring true. This is especially so when the family winds up inside a Hindu temple, where Raj compares the numerous statues to the paintings in horror movies. "Their eyes follow wherever you go." And the staid-sounding mother has some amusing business of her own, as when she talks a frustrated traffic cop out of giving her a ticket. (D.T.)

Across the Line A Guatemalan woman witnesses a murder while illegally crossing the U.S. border, then has to decide whether to cooperate with the investigation. Cast: Brad Johnson, Sigal Erez, Adrienne Barbeau. Director: Martin Spottl.

Amargosa A documentary about 76-year-old dancer and painter Marta Becket, and her creation of a dance company in the ghost town of Death Valley, California. Cast: Mary McDonnell (narrator). Director: Todd Robinson.

The Annihilation of Fish Two visionary characters, one who is busy saving the world from the devil via prayer, and one who is an eccentric alcoholic, find each other through the mist of their fantasies. Cast: Lynn Redgrave, James Earl Jones, Margot Kidder. Director: Charles Burnett.

Astoria Set in a Queens neighborhood known as Little Athens, this film tells the story of a young man who wants to escape the 'hood and find the lost tomb of Alexander the Great. Cast: Paige Turco, Rick Stear, Ed Setrakian. Director: Nick Efteriades.

Beyond the Pale This immigrant tale is about a Dublin stable hand who finds himself lost in New York with a screwed-up pal. Cast: Patrick Clarke, Conn Horgan, Beverly Elder. Director: George Bazala.

Blue Moon There is plenty to like in director John Gallagher's romantic fable, including the performances of Ben Gazzara, Rita Moreno and Burt Young, who arguably make up the strongest cast of any film in the festival. The movie opens with considerable promise, as a 65-year-old Italian-American man introduces his scrumptious new love to his rapidly aging friends. The group is attending yet another friend's 65th birthday party. The friends take her for a model, but she's an archeologist who is looking for the lost ramparts of the Battle of Brooklyn. "The Battle of Brooklyn?" the old guys repeat in amazement. Who knew? But when the story shifts to its main narratives -- an older couple's almost forgotten love for each other, and a young couple that is just starting down love's path -- it turns conventional. But even when the story feels overly familiar, the cast keeps it at least moderately entertaining. (D.T.)

Cement A beautiful and dangerous woman causes a rift between the cops and the wiseguys in this darkly humorous tale that zigzags back and forth in time. Cast: Chris Penn, Sherilyn Fenn, Jeffrey Wright and Henry Czerny. Director: Adrian Pasdar.

Circus Palestina A small, colorful Eastern European circus arrives in a wretched West Bank town, and all hell breaks loose. Cast: Yoram Hatav, Vladimir Friedman, Basaam Zuamot. Director: Eyal Halfon.

Civility A disaffected young man reluctantly returns home to attend his murdered father's funeral and the reading of his will. Once there, he finds himself in the sights of his father's killers. Cast: Tom Arnold, William Forsythe, Liam Waite, Clarence Williams III. Director: Caesar Cavaricci.

Dancing Soul A beautiful, unhappy young fencer and a successful dancer in full-blown midlife crisis meet and work their way toward some sort of relationship. Cast: Katerina Lipiridou, Konstandinos Konstandopoulos. Director: Lucia Rikaki.

Deep Six This is a slick-looking film; some talent obviously went into its art direction. Unfortunately director Michael Wolk's gangland romantic comedy is short on charm, without which this show dog becomes a mere mutt. The film focuses on Robbie, a small-time Brooklyn mobster who takes a limo ride into Manhattan to attend his own birthday party, where he will be reacquainted with his old high school sweetheart, whom he never quite got over. He hasn't seen her in ten years, but he has flown her in for the event and put her up in a swank hotel. She, in return, expects him to treat her like a friend, not a lover. That was hard to swallow, so right away the characters were hard to take seriously, even in a comedy mode. Somebody tries to whack Robbie at his own party, so he and his lost love have to hit the streets together. All of this feels very predictable, and the characters aren't interesting enough to take up the slack. (D.T.)

The Dybbuk of the Holy Apple Field A frustrated lover unleashes the power of the Kabbala to win the hand of his beloved. Based on a classic Jewish legend of ill-fated lovers. Cast: Ayelet Z'urer, Yehezkel Lazarov. Director: Yossi Somer.

Fallen Arches Director Ron Cosentino's film has two very different tones, which compete with, rather than complement, each other. But it's also ambitious, well acted and generally one of the festival's more interesting entries. Two brothers live in a crummy part of L.A. with their boozy mother. The three of them take care of one another as best they can -- and are rather touching in the process. But the family has a criminal strain. Dad is away doing hard time, and the young men could wind up there themselves. That is, if they're not killed first by a local mobster who is very angry that his 65 pairs of Italian shoes, handmade to accommodate his deformed feet, have been hijacked by friends of our heroes. The two tones are these: Whenever the loving but unlucky family is on screen, we have Brooklyn in L.A.; they have the accents, the criminal pals, the low self-esteem. But when the gangster shows up, we have a film in the David Lynch mode, self-consciously weird. It doesn't quite work, but the cast is fine, especially Karen Black as the ne'er-do-well mom. (D.T.)

Family Tree It's hard to imagine a film festival targeted at adults closing with a picture so clearly aimed at very young adults. But here it is nonetheless, with Duane Clark's Family Tree. A small town near Anywhere, USA, has been suffering hard times since the factory closed two years ago. So a local stalwart proposes to become the town hero, a title he has wanted ever since he was a kid, by enticing a new company to build a plant there. There's only one catch: To build the plant, they'll have to cut down the town's favorite tree. It's certainly the preferred tree of the would-be hero's ten-year-old son. The boy considers the tree his secret friend, so he defies the town, and his dad, in order to save it. He's joined in his crusade by a mysterious figure who was once the town's real hero, in football and in the Korean War. Dad, of course, has always been jealous of the guy. The cast -- Robert Forster, Naomi Judd and Cliff Robertson -- is strong, but the story is more simple and sappy than your average after-school special. (D.T.)

Finding Buck McHenry Scheduled for an April 16 premiere on the Showtime channel, this made-for-cable drama deals with a youngster's search for a legendary Negro League baseball player. Cast: Ossie Davis, Ruby Dee and Michael Schiffman. Director: Charles Burnett (The Glass Shield, To Sleep with Anger).

A Force More Powerful This documentary could be titled Gandhi's Legacy. The film covers nonviolent uprisings in the American South, South Africa, Poland and Burma, but much of its time is spent with the nonviolent movement's spiritual father, Mohandas Gandhi. The story is familiar to anyone who saw Richard Attenborough's Oscar-winning film bio about the saintly Indian. The fact that Ben Kingsley narrates the documentary accentuates its familiarity and gives the film a sort of home-movie feel. But even if you know the ins and outs of Gandhi's story, the film is still compelling, as filmmaker Steve York has unearthed reels of seldom-seen (at least in this country) footage of the political movement and of Gandhi himself. In his frail humanity -- he's almost naked, all skin and bones -- Gandhi is an inspiring sight. (D.T.)

Gentleman B With Charlie Mattera and Mark Pettraca's screenplay, the filmmakers had a solid foundation on which to build a film. The writers provided some interesting twists on the old falling-out-among-thieves story. After a brief career as a jewel thief, one crook turns against the other, ratting him out so he will be captured in mid-heist, leaving the rat to marry his friend's girl and move her from New Jersey to California, where they can start a new life. So new, in fact, that he becomes a cop. When the wronged crook finally gets out of prison, he goes to California in search of his lost love and double-crossing friend, only to find them divorced. She's trying to raise a daughter by herself. When the ex-con begins reingratiating himself with his old girlfriend, the criminal-turned-cop objects rather violently. A game of cat and mouse begins between the two men, each trying to set the other up to take a fall. This is a promising story line, but director Jordan Alan overplays his hand. The cop is so blatantly corrupt that he loses credibility, even as a member of L.A.'s tainted force. And the good-guy criminal isn't a compelling enough character to hold our interest. (D.T.)

The Happy Family Plan Director Abe Tsutomu's film is of some modest ethnographic interest, to the extent that it provides a window onto the workings of a contemporary Japanese family. The story is inspired by a Japanese game show called The Happy Family Plan, in which real-life fathers compete against each other to see who can be the best housekeeper. The winner gets a big pile of yen. Here, Dad has been a breadwinner for decades, dutifully keeping the long social and business hours expected of him. But when he loses his job for performing some shady work at the behest of his superiors, he has to reinvent himself, but not before he has been thoroughly humiliated in front of his wife and video-game-and-television-addicted kids. He can only redeem himself with them by winning at The Happy Family Plan. The story is conventional, but nicely executed. (D.T.)

Home Sweet Hoboken Indie filmmaker Yoshifumi Hosoya, whose quirky Sleepy Heads was well received at WorldFest/ Houston '97, returns with a comedy about a Hoboken waitress who's never at a loss for company after she discovers the ring she received long ago as a gift is worth $10 million. Cast: Elizabeth Ashley, Ben Gazzara, Jayce Bartok and Lee Holmes.

Kimberly Four young friends fall for the same beautiful woman (Gabrielle Anwar of Scent of a Woman), and she in turn falls for each of these eligible bachelors. Things get complicated, however, when Kimberly turns up pregnant by one of the buddies. Frederic A. Golchan (producer of Whoopi Goldberg's The Associate) wrote and directed this romantic comedy. Cast: Anwar, Sean Astin, Jason Lewis, Robert Mailhouse and Chris Rydell.

Late August, Early September Olivier Assayas's affectingly melancholy drama focuses on a small circle of friends in the Paris literary world over the course of a year. But the title refers not so much to the calendar as to a state of existence, that moment of epiphany in your life when you're forced to admit you're not a kid anymore, and that some long-cherished dreams may never be fulfilled without a lot of heavy lifting. For Adrien Willner (Francois Cluzet), a 40-year-old novelist with a small but devoted following, the passing of time has become especially worrisome. Recently diagnosed with an unnamed but probably fatal illness, he is forced to consider his position as a critically respected cult-fave who has never scored a breakthrough best-seller. He's not exactly isolated in his deep-blue funk -- this is, after all, a French movie, so you can be sure he has a fawning young beauty to provide some divertissement -- but even his few close friends can't do much to lighten his mood. Gabriel (Mathieu Amalric) is profoundly troubled by Adrien's ill health, and not just because he has long viewed the slightly older author as his mentor. Thoughts of morality and diminished expectations force him to take a closer look at his own personal and professional discontents. Recently split from a girlfriend, he's trying to get his life in order before committing to a new relationship with a beautiful young clothing designer (Virginie Ledoyen of The Beach). He senses that he is just treading water while working as a midlevel publishing executive. Late August glides at an unhurried pace through the day-to-day lives of Gabriel, Adrien and the people in their orbit. Appropriately enough for a movie about literary types, Assayas breaks his loosely plotted story into segments like chapters in a novel, as events unfold with a randomness that is more apparent than real. Although the characters and their milieu are specifically rendered, Late August effortlessly achieves a universal resonance. The ensemble cast is flawless across the board, further enhancing the movie's ability to stealthily trigger shocks of recognition. At times, you may find yourself thinking, "I know that person!" At other times, you may startle yourself by realizing, "I am that person!" (J.L.)

Legacy Tod S. Lending's nonfiction feature deals unflinchingly with hardscrabble lives in an urban jungle. But don't let that keep you away, because the movie turns out to be uplifting and encouraging in ways you might never expect. Filmed over six years, Legacy follows the near-miraculous ascendancy of an economically deprived African-American family in the wake of a devastating tragedy. Ironically, Lending and his crew were in the right place at the wrong time: During their first day of filming another documentary in a notorious Chicago housing project, a 15-year-old honor student named Terrell Collins was fatally shot by a classmate. Instead of simply grieving, Collins's relatives honor the young man's memory by using his death as an inspiration to reinvent themselves. Legacy celebrates their uphill battles and small triumphs as a grandmother becomes a homeowner for the first time, a single mother kicks a drug habit and finds steady work -- and Nickcole, Terrell's cousin and the movie's narrator, beats long odds and heads to college. (J.L.)

Little Crumb Based on a classic Dutch children's tale, this film relates the story of a little boy who is left on his own after his guardian dies. Cast: Ruud Veltkamp, Thekla Reuten. Director: Maria Peters.

Lost Wings Documentary filmmaker Wolfgang Scholz tries his hand at fiction with this German-produced drama about a 14-year-old boy who comes to the aid of an elderly woman on the verge of being evicted from her villa. Cast: Gudrun Okras, Peter Franke and Roy Helbig.

Louis Prima: The Wildest! A documentary look at the life and times of the legendary singer and bandleader. Footage ranges from the New Orleans of his youth to the Manhattan nightlife of his successful years. Director: Don McGlynn.

Love and Basketball Omar Epps (In Too Deep, The Mod Squad) and newcomer Sanaa Lathan star in first-time filmmaker Gina Prince-Bythewood's drama about the friendship, rivalry and love between two young hoopsters from an affluent African-American neighborhood in Los Angeles. Prince-Bythewood played basketball at UCLA, so you can safely expect an informed insider's view of the college sports scene. Produced by Spike Lee. Epps is expected to appear at the opening-night screening. Cast: Epps, Lathan, Alfre Woodard and Dennis Haysbert.

The Lunaticsà Ball A psychiatrist with a suspicious past appears to work miracles with problem patients at a mental hospital in this drama from New Zealand filmmaker Michael Thorp. Cast: Russel Walder, Jane Irwin and Sarah Ashworth.

Oriundi This is one of the festival's most memorable offerings, if only for the presence of Anthony Quinn, who stars here as an Italian immigrant living in Brazil. He's nearing the end of his life -- the film opens with his 93rd birthday party -- and he's afraid that the family he has built so carefully hasn't been worth the trouble. His grandson, now the family patriarch, wants to sell the family business, a pasta factory, and has a frosty relationship with his son. Quinn's character would rather brood on the past than concentrate on the present, especially after a beautiful young woman shows up at his party, claiming to be a distant relative. She's the exact image of the old man's long-dead wife, and as he spends time around her, and as she begins acting like his wife, he worries that he's finally slipping into senility. Director Ricardo Bravo's film is a little heavy-handed, but still enjoyable, mostly because of Quinn, who remains formidable, and because of its intriguing portrait of the Italian immigrant community in Brazil. (D.T.)

Out for Love...Be Back Shortly This is a flawed but compelling effort, much like its maker, documentarian Dan Katzir, who's a flawed but compelling guy. Katzir has been out of the Israeli army for a few years, and enjoys hanging out in the cafes and plazas of his beloved Tel Aviv. But as the film opens, he confesses that he has gotten lonely and is ready to start looking for a girlfriend. He also confesses that he's obsessed with film, and that he's always wanted "to turn my life into a movie." So he packs a video camera as he goes calling on prospective girlfriends. Not surprisingly, he has a hard time finding someone willing to put up with both him and his obtrusive camera. Then he meets the lovely and lighthearted Iris. She gives the impression of being much too good for him and his stunt, but she gets sucked into forming a ménage $agrave; trois with Dan and his camera anyway. This sort of thing has been done before, and in the case of Sherman's March, it has been done with much greater style. But as a backdrop, the film has the Intifada's last years and, above all, the assassination of Rabin to lend it considerable interest, even power. Katzir works hard at connecting his own spiritual and emotional problems with the various difficulties that come with being an Israeli, but he never becomes overtly political. (D.T.)

Out of Depth Following in the steps of Ridley Scott and Adrian Lyne, Simon Marshall is yet another Brit advertising whiz who turns to feature filmmaking. Marshall wrote and directed this gritty thriller about an ambitious young man who hires a professional villain to seek revenge when his mother is attacked by street thugs. Unfortunately the villain wants a favor in return for his services. Cast: Sean Maguire (formerly of the BBC series East Enders), Rita Tushingham (A Taste of Honey, Dr. Zhivago), Danny Midwinter and Josephine Butler.

The Pavilion Adapted from a Robert Louis Stevenson story, this film focuses on estranged friends who meet to settle old scores in South Carolina a few years after the Civil War. Cast: Craig Sheffer, Patsy Kensit, Richard Chamberlain. Director: Grant Mitchell.

Pila Balde Also known as Fetch a Pail of Water, this family-oriented drama from the Philippines focuses on Gina (Ana Capri), an 18-year-old slum dweller who serves as a surrogate mother for her younger siblings. Determined to advance herself, she rejects the romantic advances of a small-time drug dealer and encourages attention from an apparent Mr. Right. But then she turns up pregnant and is forced to reconsider her assumptions. Cast: Capri, Marcus Madrigal and Harold Pineda. Director: Jeffrey Jeturian.

Saroja Somaratne Dissanayake wrote and directed this drama about children caught up in the centuries-old conflict between the Tamil and the Sinhalese on the Indian Ocean island of Sri Lanka. Cast: Janaka Kumbukage, Pramudi Karunarathne.

Secret of the Andes David Keith, Nancy Allen and John Rhys-Davies co-star in director Alejandro Azzano's family adventure about an American archaeologist who's seeking a mysterious pre-Columbian relic near a tiny village in the Andes. His young daughter joins the search when she learns the relic may have magical powers.

Seven Girlfriends Tim Daly of TV's Wings plays a thirtysomething bachelor who visits a few former sweethearts to figure out why he can't maintain a successful romantic relationship. Cast: Daly, Olivia D'Abo, Jami Gertz, Elizabeth Pena and Mimi Rogers. Director: Paul Lazarus.

Smoke and Mirrors: A History of Denial Torrie Rosenzweig's documentary examines 50 years of denial by tobacco industry executives, and examines corporate efforts to downplay the health risks of smoking. Narrated by Sharon Gless.

Sonic Impact Nick Halton, a troubled FBI agent, finally captures career criminal Jeremy Barrett, only to face one more showdown with the crook aboard a disabled 747 aircraft. Cast: James Russo, Ice T and Mel Harris. Director: Rodney McDonald.

The Sound of Music Stop me if you've heard this one: A novice nun gets a job as governess for a stern captain's children and teaches the kids to sing before they flee Austria to avoid Nazi thugs. The screening is a benefit for KUHF/88.7 FM. Just keep telling yourself, "It's all for a good cause!" Cast: Julie Andrews and Christopher Plummer. Director: Robert Wise.

The Spreading Ground Veteran cinematographer Derek Vanlint (Alien, Dragonslayer) makes a bid for multihyphenate status by directing this thriller about two police detectives on the trail of a serial killer. While the cops methodically pursue leads, the image-conscious mayor, anxious to avoid bad publicity while her city bids for a pro football franchise, makes a deal with the mob to eliminate the homicidal psycho. Cast: Dennis Hooper, Leslie Hope, Tom McCamus.

Spring Forward At heart, this richly rewarding, character-driven drama is a love story between two men who would be deeply embarrassed, if not seriously pissed off, to hear their relationship described in such a manner. Drawing upon his New York stage experience as director and playwright, Tom Gilroy keeps the focus tight and the situations simple in his feature filmmaking debut. It helps that he has a perfect-pitch ear for unaffected colloquial dialogue. It helps even more that his dialogue is delivered by the right people. Through the course of seven episodes, Spring Forward charts the emerging friendship and trust between two ordinary guys employed by the parks and recreation department of a small New England town. The picture basically is a two-hander for Ned Beatty and Liev Schreiber. On the first day at his new job, Paul (Schreiber), a skittish ex-con, is partnered with Murph (Beatty), a grizzled veteran who's nearing retirement. The two men have little in common, and they're in no hurry to bridge any gaps. Early on, though, they're drawn closer by their shared contempt for a condescending moneybags (Campbell Scott) who can't understand why the workers aren't more grateful for his generosity to the city's parks program. Paul makes a rude comment about the rich fellow's masculinity, only to be humiliated when he's told that Murph's adult son is gay. Murph brushes off the offensive remark, but Paul feels compelled to do a kind of penance by describing the desperate crime that landed him in prison. All Paul wants now is a second chance. Fortunately for both men, that's exactly what Murph is willing to give him. Spring Forward was filmed sporadically over the course of a year, and the visible changes of season augment the overall sense of real life under close scrutiny. In a couple of instances, a scrap of throwaway dialogue plants the seed for a later payoff. For the most part, though, the narrative proceeds in a natural and unforced manner, seemingly unrestrained by a master plan, with one scene leading seamlessly to the next as Murph and Paul do nothing more dramatic than voice opinions, share confidences and, amusingly, challenge each other's philosophies. Schreiber gives an immensely appealing and shrewdly nuanced portrayal of an impulsive hothead who sets out to attain maturity through sheer force of will. Beatty's performance is even more remarkable, largely because it's such a delight to see that, even after nearly three decades of screen appearances, he's still capable of surprising an audience with the no-sweat, full-bodied skill of his craftsmanship. (J.L.)

Waco - A New Revelation Just in case your paranoia wasn't sufficiently stoked by William Gazecki's Oscar-nominated Waco: The Rules of Engagement, here's another documentary that questions the "official story" of what happened at Mount Carmel on April 19, 1993. Ex-FBI special agent Dr. Frederic Whitehurst is the narrator, and he has some unpleasant things to say about some of his former superiors. Director: Jason Van Vleet.

The Way Ferenc Moldoványi's documentary follows the misadventures of Liu Zhixian, a 60-year-old university professor who emigrates from Beijing to find a better life in Budapest. Cast: Zhixian, Liu Yanghe.

The Wedding Cow Although scarcely more substantial than a shaggy-dog story, or a laughing-cow anecdote, this sweetly whimsical German road movie is a light, likable treat. Smoothly directing from a script he co-wrote with Ela Thier, Tomi Streiff introduces Flora (Isabella Parkinson) as a small-town librarian who's journeying to her new job in a far-off hamlet. Ingenuous to a fault, Flora is easily tricked out of her money by a slick con man, and forced to hitchhike. Fortuitously, she gets a lift from Tim (Oliver Reinhard), a teddy-bearish plumber who's driving his small truck back to his Black Forest home. Tim is supposed to get married in a few days -- Hannah, the bovine scene-stealer in the back of his vehicle, is a wedding present -- but not surprisingly, he has second thoughts after a few picaresque adventures with his bookish companion. At its frequent best, The Wedding Cow comes off as a screwball comedy played at half speed, filled with straight-talking folk instead of quick-quipping free spirits. The title character may get most of the flattering close-ups, but the two human leads are even more engaging. (J.L.)

White Lies A theater director tries to shield his mother from the devastating news that she's dying of cancer in this Israeli-produced drama written and directed by Itzhak Rubin. Cast: Orna Porat, Sharon Alexander and Gina Lidoni.

The Wizard of Oz Follow the yellow brick road? Well, why not: It's a special treat to see this beloved fantasy up on the big screen where it belongs. WorldFest/ Houston has obtained a newly restored print of the classic, so that Dorothy and her friends will look better than ever. Cast: Judy Garland, Bert Lahr, Ray Bolger and Jack Haley. Director: Victor Fleming.

Yanaàs Friends Here's the pitch: Russian émigrés endure romantic and financial upheavals after arriving in Israel just before the start of the 1991 Gulf War. Sounds like a scenario for heavy drama, right? Guess again. Writer-director Arik Kaplun plays the cultural and emotional clashes mostly for laughs in Yana's Friends, an engaging romantic comedy that was Israel's official entry in this year's Oscar race for Best Foreign Language Film. Yana -- winningly played by Evelyne Kaplun, the director's real-life wife -- is abandoned by her conniving husband shortly after their arrival from the former Soviet Union. Forced to fend for herself in Tel Aviv, she's slowly drawn to her handsome neighbor, Eli (Nir Levi), a would-be filmmaker. Yana's Friends isn't a black comedy, strictly speaking. But it somehow manages to find a surprising amount of humor in deadly serious and even potentially tragic situations. Typical of the movie's cheeky humor is a scene in which Yana and Eli make love while still wearing gas masks as a precaution against poison-gas missile attacks. No kidding. Cast: Kaplun, Levi, Moscu Alcalay and Dalia Friedland. (J.L.)