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Shot back-to-back with The Matrix Reloaded, the third and final installment of Andy Wachowski and Larry Wachowski's sci-fi action saga picks up where the second film left off. Neo (Keanu Reeves) remains unconscious in the real world, caught in a mysterious subway station that lies between the machine world and the Matrix, and Bane (Ian Bliss) is still a conduit for Agent Smith (Hugo Weaving), who continues to grow out of control, threatening to destroy both worlds. Meanwhile, as the sentinels get closer and closer to Zion, the citizens of the earth's last inhabited city prepare for the inevitable onslaught. By bargaining with The Merovingian (Lambert Wilson), Trinity (Carrie-Anne Moss) and Morpheus (Laurence Fishburne) are able to free Neo who, after meeting with The Oracle (Mary Alice stepping in for the late Gloria Foster), decides that he must leave Zion and head for the machine mainframe. As Neo and Trinity venture into the dangerous machine world, with hopes of stopping both the machines and Agent Smith, their comrades in Zion attempt to fight off the attacking sentinels with the odds stacked greatly against them. Other cast members returning include Monica Bellucci, Ngai Sing, and Harold Perrineau Jr.

Director Peter Weir's first turn behind the camera since 1998's critically acclaimed The Truman Show, Master and Commander: The Far Side of the World is based on two Napoleonic War-era adventure novels in author Patrick O'Brian's Aubrey/Maturin series, Master and Commander and The Far Side of the World. Russell Crowe stars as Captain Jack Aubrey, a high-seas adventurer who maintains a strong bond with ship-surgeon Stephen Maturin (Paul Bettany). After conquering much of Europe already, Napoleon's forces have set their sights on taking Britain, so Aubrey and the crew of his ship, the HMS Surprise, take to the Pacific to intercept any attacking ships from the French fleet. When Aubrey eyes a renegade French super-frigate, the Surprise pursues, leading to an adrenaline-charged chase through the distant reaches of the sea. Edward Woodall, James D'Arcy, and Lee Ingleby also star as members of the Surprise's crew.

Independent filmmaker Jacob Aaron Estes makes his feature debut with the coming-of-age drama Mean Creek. Rory Culkin, Ryan Kelley, Scott Mechlowicz, Josh Peck, Trevor Morgan, and Carly Schroeder are teenagers living in small-town Oregon. Some of the boys take a boat trip for a birthday celebration. When they get an idea to play a mean trick on the town bully, it suddenly goes too far. Soon they're forced to deal with the unexpected consequences of their actions. Mean Creek was workshopped at the Eugene O'Neill Center's National Playwrights Conference and premiered at the Sundance Film Festival as part of the American Spectrum program.