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For discriminating viewers only, this rare hybrid mixes intelligence with audacity.

"Magnolia's" Talents Blossom

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OK, first off, the bad news: Although its title may evoke shades of Tennessee Williams, Paul Thomas Anderson's "Magnolia" has nothing to do with the South. Second, this postmodern tale's downbeat tone continues for three hours. Yes, three hours. Third, if you don't "get" the movie right out of the gate, you'll start to hate Anderson and the person who dragged you to it.

Now, for the good news: Anderson reaffirms his place in Hollywood as one of modern cinema's most astute writers. Like "Boogie Nights," his riff on the people of porn, "Magnolia" features equally sharp observations on the human condition. This second feature also shows that his deft hand with a large ensemble cast wasn't a fluke.

In "Magnolia," Anderson easily weaves together nearly 30 major speaking parts without seeming to drop a thread in this complex and telling tapestry of modern life. With more than a passing nod to Robert Altman's "Short Cuts," Anderson's "Magnolia" presents an elaborate maze of characters, who happen to live and love in the Los Angeles area.

At the center of the maze is Earl Partridge (Jason Robards), a dying man who's being forced to come to terms with his failures. After he cheated on his loyal first wife, he abandoned her while she was sick with cancer. Without looking back, he left their only son Frank Jr. (Tom Cruise) to care for her. Now married to the much younger Linda (Julianne Moore), he watches as she cannot come to grips with his impending death. Although she hasn't physically left Earl, his needs are seen to by a nurse (Philip Seymour Hoffman).

Frank Jr. refuses to visit his father, indeed even to acknowledge his existence. Frank Jr. is a pop-culture guru who runs expensive seminars that teach angry men how to get their way with women. Calling his program "Respect the Cock," we watch mesmerized as Anderson shows us Frank marketing his philosophy in a few unsettling segments. More charismatic than he's ever been, Cruise turns Frank Jr. into the adult role of his career. If only he had been this frankly credible in "Eyes Wide Shut," who knows how much better a film that would have been?

Through a weird chain of events, two dozen other characters find themselves involved with Anderson's core dysfunctional family. Truthfully, it is in these peripheral stories that the movie's most engaging moments occur. My favorite deals with the trials and tribulations of Officer Jim Kurring (the always gangly, somewhat goofy-looking John C. Reilly). A compassionate and religious cop, Kurring finds himself attracted to a woman he meets when responding to a routine complaint. It seems Claudia (Melora Walters) is addicted to loud music and drugs. She also has an overriding desire to be left alone. Despite their differences, a tentative courtship begins.

The movie's weakest vignette (which could be cut by half and still keep with Anderson's thematic structure) has to do with a TV quiz game hosted by Claudia's father (Philip Baker Hall). This Claudia connection brings to the surface the conflict between Rick Spector (Michael Bowen), a father who's living off of the brilliance of his son Stanley (Jeremy Blackman). Stanley's life is juxtaposed with Donnie Smith's (William H. Macy, who once again proves his amazing talent), a '60s quiz show star now reduced to a dull 9-to-5 job in an electronics store.

Both audacious and ambitious, "Magnolia" seems to go on forever. Anderson allows each of his actors plenty of time to develop their characters and even chew a little scenery in individual bids for a supporting Oscar nomination. "Magnolia" even has a musical interlude where everyone joins in a song playing on the radio. Besides Anderson's ability with such a sprawling cast and narrative, much of the credit for keeping viewers enthralled belongs to cinematographer Robert Elswit. Nowhere is his bravura camerawork more evident than in that musical number.

But it's the movie's end that will have viewers talking. Anderson does something so outrageous in the final 30 minutes that most jaws will be dropping. Although it's more than a mite improbable, the ending is in keeping with Anderson's premise of chance.

"Magnolia" is not for the faint of heart. Or the antsy by nature. But for discriminating adults who appreciate a writer/director willing to tackle an enormous challenge, "Magnolia" offers a complex, intelligent, slice of modern-life angst that is quite

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