photo: Sony Pictures Classics

Since the Tribeca Film Festival's 2002 debut, naysayers have grumbled that the last thing New York's crowded movie calendar needs is an event this large and unwieldy. But the fourth annual edition, squeezing 158 features and 96 shorts plus workshops and panels into 14 venues and 13 days (April 19-May 1), should prove that Tribeca is no longer just a corporate-powered celebrity pep rally for Lower Manhattan. The city's biggest and by default most eclectic film festival, Tribeca has also significantly upped the quality control in the last couple of years. Under executive director Peter Scarlet, the fest's big-tent programming has skewed increasingly political and cinephilic. There are perhaps still too many films in too many sections with too few distinctions among them. (What's the difference between Spotlight and Showcase? Are Special Events more special than Special Screenings?) But this year's muscular lineup snares a few high-profile coups�most notably the North American premiere of Wong Kar-wai's keenly anticipated 2046 (re-edited since last year's Cannes) and the first New York screenings of the much-blogged-about political documentary The Power of Nightmares. There's also a healthy crop of discoveries freshly harvested from Sundance, Rotterdam, and Berlin; many topical and/or New York-centric docs; a nifty sidebar of restorations; a complementary pair of bleak post-Soviet visions; a James Toback remake and a James Toback doc; and sneak previews of upcoming releases from indie marquee names like Michael Winterbottom, Gregg Araki, and Claire Denis. To help navigate the sprawling program (full lineup at tribecafilmfestival.org), the Voice's film critics assembled this survival guide: a handpicked selection of the 40 best (or at leastmost noteworthy) films that we previewed. (Unless indicated, all titles are without U.S. distribution at press time.)

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13 Lakes Old-school minimalist James Benning continues to push the boundaries in a non-spectacular manner. A film that Robert Smithson might have made, 13 Lakes sees Benning finding a new, political way to represent nature. An installation piece designed for the screen (or per Benning, "found paintings"), it's precisely, mathematically, what its title promises: 13 lakes across the U.S., each shot in a 10-minute take and jam-packed with action. Number 12, Oregon's Crater Lake, a glorious mirror image of land and sky, could pass for a Rorschach test turned on its side. MARK PERANSON

2046 One of the most eagerly awaited movies of recent years, Wong Kar-wai's mazelike reverie is itself a film about waiting�a sequel to In the Mood for Love, with the Tony Leung character's pensive melancholy shading into bitter regret as he makes his way through a revolving door of lovelies (Zhang Ziyi, Faye Wong, Gong Li). The title refers to a hotel room and to Leung's sci-fi novel, dramatized in a few scenes that achieve a vertiginous sense of nostalgia for the future. While the great director's images are more ravishing than ever, his habitual fetishism flirts with solipsism (there are allusions aplenty to his other films). 2046 perhaps conjures its hero's prison of repetitive stasis all too well, but it dares the viewer to look away from its kaleidoscope swirl�it's a holding pattern for Wong, but of course, a stunningly beautiful one. Sony Classics, opens August. DENNIS LIM

4 This precociously nuts debut by 30-year-old Muscovite Ilya Khrzhanovsky links numerology to cloning to the genetic manipulation of livestock to the homespun manufacture of doll parts. Larded with dead and aging tissue, this jaw-dropping whatsit�winner of a top prize at Rotterdam this year�is a grandiose study of barbarism and decay, a treatise on the way of all flesh, with DNA spliced in from Leos Carax, Kira Muratova, PETA ads, and Chris Cunningham's Aphex Twin videos. LIM

9 Songs A minor sensation in the U.K., Michael Winterbottom's latest is softcore structuralism in the service of hardcore sex. For just over an hour, it alternates the mass ecstasy of rock performances with the supposedly private fucking and sucking performances of an attractive young couple. The man's memories of the affair, recollected as he flies over the snowy wastes of Antarctica, introduce a third formal element. Kieran O'Brien is more grim than his giddy nonprofessional co-star, Margot Stilley. Dialogue is realistically insipid, and the spectacle is artistically shot in digital chiaroscuro. Tartan, opens July. J. HOBERMAN

Aaltra Aki Kaurismäki shows up to deliver the punchline of this black-and-white Belgian, um, wheelchair road movie�which is only fitting given the film's creepingly lugubrious comedy (epitomized by a biker-bar rendition of "Sunny"). Odd-couple writer-directors Benoît Delépine and Gustave Kervern play sworn enemies who become paralyzed in a tractor accident and end up traveling north in search of a motocross rally and the manufacturer of the faulty farm machinery. Lethally precise and improbably hilarious, Aaltra traces a throughline from Tati to Kaurismäki to the Farrellys. LIM

Bearing Witness Co-directed by documentary grande dame Barbara Kopple (with Bob Eisenhardt and Marijana Wooton), this A&E-bound thumbnail sketch (set to premiere on May 26) of five female war correspondents leaves control-room considerations aside to focus on the personal costs of unembedded frontline journalism. The subjects likewise seek the human angle, and while Kopple et al. don't often suggest the military-industrial media's counter-offensive maneuvers to restrict or compromise such stories, their film is extremely effective in showing how the job of an alternative war journalist includes absorbing the unspeakable horror that too many of us have the temporary privilege to ignore. ROB NELSON

The Beat That My Heart Skipped In James Toback's 1978 debut, Fingers, Harvey Keitel played the flexi-digited debt collector and would-be concert pianist as a typically Tobackian moral polymath, flouncing between the gutter and the clouds. Jacques Audiard's Parisian transfer finesses the story's irony and style, with Romain Duris as a real-estate heavy pining�and making an all-thumbs grab�for the starry innocence of his ivory-tinkling younger days. Duris doesn't have quite the charisma or empathic conviction of the actors in Audiard's previous Read My Lips, but Stéphane Fontaine's ambient camerawork and Alexandre Desplat's fleeting score give him good support. Wellspring, opens July. NICK BRADSHAW

Bittersweet Place In many ways a typical dysfunctional-suburban-family indie, Alexandra Brodsky's Long Island-made feature debut has personality and texture to burn, locating a lovingly shot Cassavetes minor key amid the mess of cheap paneling, picnic tables, and personal messes. Seymour Cassel is the limo company widower, co-scripter Jennifer Albano is one resentful, ill-married daughter, Elisabeth Moss is the other�a manic-depressive sprite around whom the family's unhappiness spins. Living in a world of post-Brooklyn, pre-Florida Jewishness, Brodsky's protagonists eventually get caught up in no-budget clichés, but the film comes from a real place. MICHAEL ATKINSON

Boats Out of Watermelon Rinds Two marginalized teenage boys find solace in movie madness in Ahmet Uluçay's affectionate debut feature. Trekking daily from the same tiny village, Recep (Ismail Hakki Taslak) and Mehmet (Kadir Kaymaz) work as apprentices in town, enduring incompetent or brutal bosses and the humiliation of unrequited love. "Think of cinema only," Mehmet instructs his distraught pal, who dreams of buying an 8mm camera. The scrappy performances by the adolescent leads�and a celebratory but never worshipful view of cinephilia� save the film from Cinema Paradiso sentimentality. MELISSA ANDERSON

Come Back, Africa Shot in Johannesburg and the black township of Sophiatown as it was being razed for white settlements, this amateurish 1960 semi-fiction may be the first thoroughgoing exploration of apartheid most of us ever see. Following one "native" as he tries to escape the mines and find work in the city, the movie freely mixes in raw and stupefying documentary footage. The late Lionel Rogosin, proprietor of the Bleecker Street Cinema, shot parts of his film with concealed cameras and had to smuggle it out of South Africa reel by reel. An important missing integer in any consideration of race and cinematic history. ATKINSON

Czech Dream In which film students Vit Klusák and Filip Remunda pull a Yes Men-ish prank on the eager consumers of Prague�pouring their state grant into a massive marketing campaign for a new, nonexistent "hypermarket." The media blitz, including a catchy jingle, impossible markdowns, and reverse-psychology come-ons ("Don't go there," "Don't spend"), naturally attracts thousands come opening day. It's significant that the context for this nasty social experiment is a relatively young market economy, but the hilarious and horribly compelling results beg for an American remake. LIM

Days and Hours Quickly assembling an impressive, embraceable vision from the ruins of the Yugoslav wars, Pjer Zalica follows up 2003's light-it-up black farce Fuse with this disarming whatchamacallit. In terms of plot, nothing happens: The grown nephew of an elderly Bosnian couple comes to fix their water heater, talks, eats, schmoozes with the rest of the neighborhood, and then must sleep over when his car doesn't start. That's it, except it isn't: The memory of the war dead lingers, family relationships are bitterly, or mournfully, picked over, crucial passions go unvoiced, and in the meantime the bounce, warmth, and abidance of small-town relationships are captured in crystal. It may be the festival's most enduring movie, with an aw-c'mon denouement that could lay you out. ATKINSON

The Devil's Miner In this video doc by Kief Davidson and Richard Ladkani, we visit Cerro Rico, a massive Bolivian mountain whose hundreds of dying silver mines�dating back to the 16th century, when Spaniards enslaved the natives to extract ore�are still being drilled by desperate villagers, many of them children. Contrasting the mountainscapes outside with the claustrophobic hellishness inside, the filmmakers focus on one 14-year-old boy, his day divided between school and subterranean darkness. He's our guide into this centuries-old mutant-Christian culture, in which Jesus belongs to the outside world and the mines belong to the Devil. A trifle treacly, the movie's a sobering daytrip. ATKINSON

Edgar G. Ulmer: The Man Off-Screen An Austrian expat who began his career working for European greats like Lubitsch, Murnau, and Lang but ended up cranking out low-budget movies for Hollywood's poverty row studios, Edgar G. Ulmer is today best known as one of the ultimate purveyors of unadulteratedly grimy film noir, as exemplified by his 1945 classic Detour (also at the festival). Though the many interviewees�fans like Joe Dante and Peter Bogdanovich, who admire his do-or-die ingenuity�never quite achieve a conclusive recounting of his myth-shrouded life, Michael Palm's picture provides a lively portrait of a driven artist forced to make do with little�a spiritual forefather of the independent filmmaker, whether he liked it or not. A Kino release, opens fall. ED HALTER

Excavating Taylor Mead "I'm BA�before Andy," sniffs octogenarian actor-poet-peregrinator Mead about his prodigious underground cachet before becoming a Warhol superstar in 1963. The star of Ron Rice's 1960 beat classic The Flower Thief, the owlish Mead still captivates in William A. Kirkley's reverential doc, bemusedly recounting his boho homo life, from a childhood of Grosse Pointe privilege to current Ludlow Street squalor. Although assembled avant-gardists and fellow Factory-ites sing the praises of the elder statesman of the L.E.S., they're no match for Mead's own entertaining egotism. ANDERSON

Gilaneh The newest film from Rakhshan Bani-Etemad, Iran's grande dame of popular-resistance cinema, isn't quite the deft balancing act that Under the Skin of the City was, but it's the only Persian film we've seen that addresses life on the ground during, and after, the eight-year-long war with Iraq and "that Baathist bastard." It's a diptych: First, a histrionic matriarch and her pregnant daughter, refugees from bombing, decide on the eve of the war's end to return to their city homes, which they find bombed out and devoid of men. Fifteen years later, they're back in barren countryside, the grim after-effects of war dominating their lives. Co-directed with newcomer Mohsen Abdolvahab, Gilaneh is too indulgent to impotent peasant speechifying, but the reverb is substantial. ATKINSON

How to Eat Your Watermelon in White Company (And Enjoy It) As testaments to Melvin Van Peebles's badassitude go, Joe Angio's doc trumps son Mario's recent narrative homage. Reminiscences weave through '60s footage from émigré days in Holland and France�where Van Peebles threw in with anarchist cartoonists and wrote novels in order to qualify for "French author" film funding. Acolytes like Spike Lee and Gil Scott-Heron recall the tinderbox of Sweet Sweetback, Van Peebles's proto rap albums, and Broadway forays. The man himself reflects on both artistic struggle and wicked tricksterism�like spraying watermelon air freshener in his office just to see if anyone had the guts to mention it. LAURA SINAGRA

I Am a Sex Addict Caveh Zahedi's latest autobiographical essay tells the story of his chronic obsession with prostitutes, largely though re-enacted episodes from his past. Drawing the viewer into the convoluted processes of the filmmaker's own self-absorption and artistic angst (take note: He's a former Ivy League philosophy major), I Am a Sex Addict provides a humorous but deceptively lighthearted journey. The full effect is deeply uncomfortable, and one cannot help but wonder if the film is not only an analysis of extreme artistic narcissism, but in itself a well-wrought symptom. HALTER

Midwinter Night's Dream This tetchy, melancholy drama from Goran Paskaljevic (Cabaret Balkan) loiters in Serbia's post-war skids with an aged veteran/convict (Lazar Ristovski, star of Kusturica's Underground), returning to his dead mother's house to find a middle-aged woman and her autistic daughter squatting there. Rich with lingering desolation both inside and out, Paskaljevic's movie sidesteps the obvious and delivers poignant haymakers, while maintaining an astringent and sometimes deadpan-comic visual viewpoint. It's Ristovski's movie, and his brooding bearishness carries a lot of history.

ATKINSON

Miss Else Directed by Paul Czinner in 1929, this was the last silent film of Elisabeth Bergner, accomplished star of Weimar stage and screen. Based on an Arthur Schnitzler novel, it concerns an innocent girl whose parents are on the verge of ruin. They ask her to borrow money from a rich banker who has designs on her. The buildup is drawn out, but the bravura third-act payoff in a St. Moritz hotel is sensational, one of the strongest moments in German cinema of this period. A fascinating footnote to Bergner's bio: She was the real-life Margo Channing�All About Eve is based on a story taken from events in her career. ELLIOTT STEIN

My Sister Eileen Richard Quine's 1955 musical was the third of four dramatized versions of Ruth McKenney's stories about two small-town girls seeking fame in New York. It's cute and easy to take, although the tunes are not a patch on Leonard Bernstein's score for Wonderful Town, the Broadway version. Young Bob Fosse, ingratiating as an amorous soda jerk, moves like a dream�this was the first film he choreographed on his own. Janet Leigh shines as Eileen, but the movie belongs to Betty Garrett, as her sister Ruth. It turned out to be her penultimate picture�her career was cut short by the politics of the McCarthy period. STEIN

Mysterious Skin Like his most lasting contributions to New Queer Cinema's '90s big bang, Gregg Araki's eighth feature is notable for its strong outsider empathy and brashly complicated take on nascent sexuality and desire. But this Midwestern repressed-memory coming-of-ager, in which an act of child abuse may or may not be related to a UFO sighting, is atypically heartfelt. The film inverts the familiar Amerindie trick of pedophile identification, daring to portray one of the molested boys as a sexual being�that he's hardly a typical victim only reinforces the film's moral point of view. Tartan, opens May 6. LIM

Neo Ned As in neo-Nazi. Confined to a psychiatric facility following his involvement in a hate-crime murder, skinhead Ned (Jeremy Renner) hooks up with an African American woman (Gabrielle Union)�who apparently thinks she's possessed by Adolf Hitler. Director Van Fischer's second feature takes a few easy potshots at obvious targets like trash-TV-watching moms and condescending fast-food managers, but scores big with its soul-sick vision of institutional life, right down to the implacable monochrome walls. Renner's performance is a marvel of ADD kinesis, and the ironic ending is suggestive of Taxi Driver. JOSHUA LAND

News From Afar Starting out in the kind of crushingly impoverished Mexican highland town that Y Tu Mamá También only glimpsed from the roadside, this meditative debut follows a boy as he leaves home and looks for work in the urban grind of Mexico City. Ricardo Benet's first film provides a laconic document of the kind of rural life that globalization has condemned to anachronism. Its wide-angle shots of peaks and ochre skies contrast with images of open country defiled into tire-strewn junkyard wastelands. SINAGRA

Night Watch photo: Twentieth Century Fox

Night Watch A box-office smash in Russia last summer, this metaphysical horror thriller stages a battle between Light and Dark forces in present-day Moscow�complementing the struggle over a young boy's destiny with simplistic but convoluted mythology and a ton of Slavic brooding. Director Timur Bekmambetov is a Roger Corman protégé, and there's an endearing B-movie spirit to the enterprise, copious digi-effects notwithstanding. Amusingly crammed with blatant steals from the Matrix, Star Wars, and Lord of the Rings movies (not to mention Buffy, the David Fincher playbook, and even Jonathan Glazer's iconic UNKLE video), it's itself the first in a trilogy�still to come: Day Watch and Dusk Watch. A Fox Searchlight release, opens July. LIM

The Ninth Day Volker Schlöndorff imagines what happened during the nine-day gap in Luxembourgian priest Jean Bernard's famous Dachau diary, when he was given leave to attend his mother's funeral. Thoroughly fictionalized, this incident is read as a Nazi scheme, in which the clergyman is encouraged to dissuade his bishop from passive resistance, providing Schlöndorff with a chance to see the Nazis' attempt at balancing genocidal philosophy with hearts-and-minds politicking. The church's collaborationism is a looming, sordid secondary target. As the traumatized hero, Ulrich Matthes (Goebbels in Downfall) is nearly mute, a stunned observer of social absurdity. Kino, opens May 27. ATKINSON

Off to War Unlike Gunner Palace and other you-are-there soldier docs, Brent and Craig Renaud's video vérité item focuses on the transition from civilian to military life, following members of the Arkansas National Guard from their rural family enclaves through preparation for deployment to their early days in Iraq. Ranging from naive teens to pudgy middle-agers (including one father and son who serve together), these former turkey farmers and sales reps are hardly the stuff of recruitment posters. The long goodbyes given by wives, siblings, and others add a poignant note to this portrait of small-town folks caught up in a global war. HALTER

The Outsider "He's attracted to the sins of the flesh," says an admiring Roger Ebert of auteur d'excess James Toback�and the critic doesn't seem to be talking just about the work. Indeed, Nicholas Jarecki's obscenely charming profile of the man behind Fingers nearly matches the guilty pleasures of its subject's own oeuvre on account of a central character�Toback�who appears quite the pickup artist himself. Vices are amply indulged during the 12-day(!) shoot of the director's comic noir ditty When Will I Be Loved�aptly named for a film whose desperate search for distribution gives the doc its oddly moving climax. NELSON

Play A depressive architect loses his girlfriend, his job, his will to live, and his briefcase. A friendless nurse finds the latter and starts stalking him all over Santiago. As the lives of the two loners almost intersect, symbols and coincidences pile up�it could be fate, if only the characters could see the signs. With Almodóvarian art direction and dry, Pliny-quoting wit, Alicia Scherson's feature debut documents modern urban alienation using the language of its everyday tools�video games, cell phones, and an iPod whose shuffle mode repeats the same familiar torch song. JORGE MORALES

The Power of Nightmares photo: Tribeca Film Festival

The Power of NightmaresThe most essential documentary in years (unlikely ever to reach a wide American public�see it and you'll know why), Adam Curtis's gripping BBC docu-essay on the politics of fear parallels the rise of radical Islamists and American neoconservatives: unwittingly allied in their hatred of Western liberalism and eagerness to politicize religion, then actual collaborators in jointly vanquishing the spectral enemy that was the crumbling Soviet Union, and now installed as mirror-image antagonists in the hugely myth-dependent "war on terror." Delivered with sardonic incredulity and supplemented by a wealth of ironic archival material, Curtis's argument is at times oversimplified, but its main thrust is devastating and historically sound. This three-hour film packs more insight and analysis than a year's worth of cable news reporting and punditry. LIM

Punk: Attitude Filmed in rote VH1 style, Don Letts's doc still catches intermittent fire, tracing punk from the MC5 and the Velvets through the Dolls and the CBGB scene over to England and out to L.A. The reliably amusing Henry Rollins, Jello Biafra, David Johansen, and Jim Jarmusch weigh in, as well as the less-often-heard-from Ari-Up, Poly Styrene, and Chrissie Hynde. Letts includes Thurston Moore's lament that punk histories never acknowledge the '80s underground, then proceeds to ignore it as well. But footage of Patti Smith, James Chance, Richard Hell, Vivienne Westwood, et al., make for an inspiring nostalgia trip. SINAGRA

Puzzlehead A hermetic scientist with mysterious motives creates a robot in his own image and, as tends to happen with these things, complications ensue. The standard Frankenstein story themes are all present and accounted for, but after the newly sentient Puzzlehead inevitably turns on his maker, Puzzlehead the movie morphs into an original meditation on the persistence of memory. Shot in Brooklyn, writer-director James Bai's debut is a work of cold-lit urban desolation with a soundtrack of long silences punctuated by sparse dialogue, Puzzlehead's uninflected narration, and periodic harpsichord outbursts. LAND

Rize A South Central Paris Is Burning, this hot doc from Sundance is the work of a rich, white fashion photographer turning his gaze on a poor, black subculture: "ghetto ballet" dancers so crazy-quick that the movie begins by vowing that its footage hasn't been manipulated. It's also the most infectiously energetic and poignant documentary I've seen in years. Director David LaChapelle opens with images of L.A. ablaze in '65 and '92, and ends with a Maya Angelou poem. In between, the brilliant dancers prove more than capable of directing themselves, which makes the movie less tricky to applaud. A Lions Gate release, opens June. NELSON

Runaway A young man flees his unhappy home, kid brother in tow, but the pressure of keeping his little sib a secret takes its toll. Directed by low-budget indie stalwart Tim McCann from a script by first-timer Bill True, this is a lean and crisply efficient psychological thriller�essentially taking place, as do McCann's other films (Revolution #9, Nowhere Man), on the boundary between sanity and madness. The twist ending gives itself away too early, but the nuanced lead performances (by Robin Tunney and Aaron Stanford) sustain interest through the home stretch. LIM

The Sky Turns A year in the life of a dying community, and a tranquil record of the alarming passage of time. Director Mercedes Álvarez returns to the northern Spanish village of La Aldea, where she was born�in fact, where she was the last child born, over 30 years ago, and where the remaining 14 residents will soon die off. Hanging out with the dwindling tribe, Álvarez documents the most visible emblems of change (wind turbines, an upscale hotel) and, reaching for a sense of the cosmic, zooms out in both time and space�she locates nearby dinosaur footprints and examines how world events like the war in Iraq ripple through to this remote neck of the woods. LIM

Sound Barrier Iranian master Amir Naderi's latest dispatch from the streets of his adopted New York represents a return to the themes of his seminal The Runner. Fending for himself in an indifferent city, a deaf boy searches for the remaining traces of his dead mother, a radio talk show host who left behind a collection of audio cassettes in a Greenpoint warehouse. As is customary in Naderi's oeuvre, sound design is crucial, and the movie gradually builds to an aural tour de force set on a congested bridge. Exhilarating and exhausting�with a finale that is quite literally an epiphany. DAVID NG

Symbiopsychotaxiplasm: Take 2 1/2 Veteran documentary filmmaker William Greaves returns to the scene of the crime�namely the 1968 shoot that would furnish the basis for his ultra-self-reflexive, split-screen, and now classic acting exercise Symbiopsychotaxiplasm: Take One (1992)�and extracts another feature. The premise is the same, although the performers are different, and Greaves adds another layer to the craziness by having the cast and crew comment on the crazy Central Park scene they staged lo these 36 summers ago. Even if you haven't seen Take One, you'll get the idea. HOBERMAN

Towards Mathilde Claire Denis's absorbing documentary on modern dance maven Ma\thilde Monnier is in many ways the apotheosis of the director's career-long obsession with the human body. Chronicling the rehearsal process with an intimate (but never intrusive) eye, Denis revels in the elasticity of human skin and sinew while the grainy cinematography (by Agnès Godard and Hélène Louvard) imparts a pointillist abstraction to the bodies on display. The scenes in which Mathilde breaks loose to the music of PJ Harvey are boldly unselfconscious and inevitably recall the pop freak-out climax of Beau Travail. NG

Vento di Terra A lean, muted, and highly sympathetic slice of Italian neo-neorealism, Vincenzo Marra's assured feature elliptically tracks the life changes of a working-class Naples family, mainly the son, Vincenzo, who's impelled through a series of setbacks to enlist in the Italian army and serve as a peacekeeper in Kosovo. Reminiscent of Visconti's Rocco and His Brothers, Marra's film is an example of how less can be more. It subtly makes a devastating political statement about class division in Italy and allows viewers to universalize its conclusions. PERANSON

World Mirror Cinema Gustav Deutsch is one of Austria's avant-garde masters of found-footage manipulation, sussing out bits of enigma from archival relics. In this globe-trotting triptych, he re-edits silent-era footage shot around the sites of three different moviehouses, in Vienna, Indonesia, and Portugal. Zooming in on the faces of long-dead passersby, he attempts to imagine their inner lives through other bits of cinematic detritus; the structure becomes post-cinematic, mimicking the actions of a website or nonlinear database. The second episode, set in Dutch East Indies, is the most florid and surreal, drawing on a plethora of colonial actualities blended with bizarre fantasies. HALTER

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