FLAWLESS (R, 111 minutes)

Two men with nothing in common except loneliness become friends in this sincere but underrealized attempt at a new species of buddy picture. Discussions of homosexuality, transgendered people and sex-change operations, plus strong profanity, homophobic slurs, vivid sexual innuendo and a brief contemplation of suicide make "Flawless" a problematic choice for teens under high school age, depending on parental views. Mayhem, gunplay and beatings also contribute to the R rating.

Robert De Niro, intense and convincing, plays Walt, a security guard who lives a solitary life in a tawdry Manhattan apartment hotel. A meat-and-potatoes kind of guy, he exchanges bellowed insults with a drag queen nightclub performer named Rusty (Philip Seymour Hoffman, quite De Niro's match) who lives across the air shaft. One night Walt hears thugs attacking another tenant, goes to intervene and has a stroke. He returns from the hospital a recluse, depressed by his slurred speech, dead arm and limp. Walt's doctor knows Rusty and arranges for the "female impressionist" to give Walt singing lessons to aid his speech. Wary at first, they begin to trust, even like each other, bridging their glam-glitter vs. beer-belly worlds. An abrupt falling-out and a face-off with the drug thugs test their friendship, which never develops much anyway, sabotaged by the superficial crime subplot.

LAST NIGHT (R, 90 minutes, at Cineplex Odeon Inner Circle)

An experimental film bound to intrigue mature high-schoolers of a philosophical bent, "Last Night" follows several characters in the hours leading up to the end of the world. It's a rather adult film, with profanity, semi-explicit sex scenes, partial nudity, profanity, verbal sexual innuendo and understated violence -- off-camera shootings and mob scenes. Some characters smoke and drink.

Set in modern Toronto, the story ponders what ordinary people would do when faced with an extraordinary finale. The film doesn't explain how the end will occur, though its depiction of bright sunlight at 11 p.m. intimates a cosmic catastrophe. A grieving widower wants to be alone; a playboy wants to have sex with as many people as possible; a family relives a Christmas dinner with the kids, then the older people pray; others plan to commit suicide. Inexpensively made (and it shows), and sometimes clumsily written, "Last Night" still strikes a chord, with its acknowledgment of the power of love and our need for connection.

MAN OF THE CENTURY (R, 77 minutes, at Cineplex Odeon Inner Circle)

An oddball little film, "Man of the Century" hinges on the neat idea of taking the sort of movie hero featured in the late 1920s and early '30s and plunking him in the middle of present-day New York. He smokes up a storm, and the 1990s people he meets swear and use sexual innuendo, earning the R-rating. Teens who fancy old films and know of the motormouth acting style that was the trademark of screwball comedy may find this little experiment a hoot. Action-movie buffs will yawn.

Gibson Frazier, complete with straw boater and horn-rimmed specs, plays the hero, Johnny Twennies, a newspaper columnist for a Manhattan rag who talks, dresses, acts and thinks like a news hound from the original 1931 "The Front Page." The black-and-white movie's premise eventually sinks under plot confusion and a rock-bottom budget. But with its central idea and classic Roaring '20s hits, "Man of the Century," as Johnny Twennies would say, has moxie.

ALSO PLAYING

Okay for Most Kids

"Toy Story 2" (G). Clever, touching sequel has cowboy doll Woody kidnapped by toy collector as Buzz Lightyear and fellow toys go to rescue. Idea that kids outgrow toys, leaving them lonely, could upset littlest; some kids spooked by idea of toys coming to life. Better for 6 and up.

"Pokemon: The First Movie" (G). Pokemon trainer Ash and his cuddly Pokemon (short for Pocket Monster) Pikachu confront cloned Mewtwo in bland animated feature based on TV show, computer game, etc. Pokemon characters have huge fistfight before learning fighting's bad; tots may worry when Ash or Pikachu are in danger. Cute Pokemon vacation short precedes feature. Okay for 5 and older.

PG-13s

"The World Is Not Enough." Pierce Brosnan's Bond goes after mad terrorist in fast, funny 007 adventure. Understated bedroom scenes; verbal sexual innuendo; action sequences seem to endanger bystanders too much; fistfights, gunplay.

"Anywhere but Here." Susan Sarandon, Natalie Portman as free-spirited mom, sad teen daughter in crackling dramedy about kids accepting parents, parents letting go. Profanity; sexual innuendo; mild teen sexual situation; smoking; theme of loss.

"Felicia's Journey." Haunting story of Irish girl in trouble, befriended by seemingly harmless Englishman (Bob Hoskins) who's actually a killer. Reference to murders, but no violence shown; suicide; out-of-wedlock pregnancy; abortion theme.

R's

"Sleepy Hollow." Johnny Depp as eccentric Ichabod Crane chases murderous Headless Horseman in neat, darkly comic Tim Burton adaptation of Washington Irving tale. Nightmarish scene shows boy hiding while Horseman kills his parents, comes after him; graphic beheadings; gunfire, fights, semi-explicit sexual situation. High-schoolers.

"The Insider." Al Pacino in smart, acidic, fact-based tale as former "60 Minutes" producer who got interview with tobacco industry whistle-blower only to have nervous CBS kill it. Profanity; death threats drinking. High-schoolers.

"Being John Malkovich." John Cusack as file clerk who uncovers portal into actor John Malkovich's brain in wildly weird, inventive comedy playing with identity, gender, fame. Explicit sexuality; cynical, amoral tone; profanity; marijuana; cigarettes. Mature high-schoolers.