Only Oscar-winning writer-director Alexander Payne (Sideways) would think to cast the famously handsome George Clooney as a dishevelled dad in his outstanding adaptation of Kaui Hart Hemmings's tragicomic novel. Clooney dials down the glamour to play Matt King, a Hawaii real-estate attorney with a propensity for unflattering shirts and ill-fitting trousers. When Matt's wife, Elizabeth, ends up in a coma after a water-skiing accident, Matt must learn to balance the parenting of his resentful daughters, Scottie (Amara Miller) and Alexandra (Shailene Woodley, The Secret Life of the American Teenager), with the sale of a pristine plot of Kauai land that stands to make the King cousins, including scruffy Hugh (Beau Bridges), a fortune. As Elizabeth's condition worsens, Matt contacts friends and relatives, like her fiercely protective father (Robert Forster), so that they'll have the chance to say goodbye. In the process, he finds out she was having an affair with realtor Brian Speer (Matthew Lillard, effectively cast against type), so he and the girls, including Alex's hilariously mellow friend, Sid (Nick Krause), go on an island-hopping trip, ostensibly to add Brian to the mix, but Matt really wants to find out what his wife saw in the guy. His journey from naiveté to knowledge brings out Clooney's soulful side, creating a believably flawed, deeply sympathetic figure. If Payne leans too heavily on the slack-key soundtrack, his love for his characters, including Judy Greer as Matt's female counterpart, results in his most emotionally satisfying movie to date. --Kathleen C. Fennessy

George Clooney already has one acting Oscar to his name, and it’s unsurprising that immediately after the release of Michael Clayton, there were many arguing he was deserving of a second. For without a doubt, as impressive as the film is, it’s very much Clooney who powers this one forward.

Written and directed by Tony Gilroy, who previously adapted the Bourne movies for the big screen, Clooney takes the title role as a lawyer who goes in to do the jobs that, bluntly, nobody else wants to know about. And before long, Clooney discovers a cover-up that proves to be a mighty challenge to uncover, and one the inevitably conflicts him as a result.

Aided by a superb supporting cast that includes the likes of Sydney Pollack, Tom Wilkinson and Tilda Swinton, Michael Clayton at its best is a tense and effective thriller, written and directed steadfastly well by Gilroy. It’s not without a few problems, most notably a comparably weak conclusion and one or two underdeveloped characters. But it’s still a worthwhile film, and very much worth seeking out to simply enjoy a terrific performance from a Hollywood leading man who absolutely refuses to shy away from edgier roles. Long may he continue to do so. --Jon Foster

Up in the Air transforms some painful subjects into smart, sly comedy--with just enough of the pain underneath to give it some weight. Ryan Bingham (George Clooney) spends most of his days traveling around the country and firing people; he's hired by bosses who don't have the nerve to do their layoffs themselves. His life of constant flight suits him--he wants no attachments. But two things suddenly threaten his vacuum-sealed world: his company decides to do layoffs via video conference so they don't have to pay for travel, and Bingham meets a woman named Alex (Vera Farmiga, The Departed), who seems to be the female version of him… and of course, he starts to fall in love. Writer-director Jason Reitman is building a career from funny but thoughtful movies about compromised people--a pregnant teen in Juno, a cigarette-company executive in Thank You for Smoking. George Clooney has a gift for playing smart men who aren't quite as smart as they think they are (Michael Clayton, Out of Sight). The combination is perfect: Bingham is charming and sympathetic but clearly missing something, and Up in the Air captures that absence with clarity and compassion. The outstanding supporting cast includes Anna Kendrick (Rocket Science), Jason Bateman (Arrested Development), Danny McBride (Pineapple Express), Melanie Lynskey (Away We Go), and others, each small part pitched exactly right.--Bret Fetzer