This summer means war between old buddies George Lucas and Steven Spielberg.

Colleagues on the Indiana Jones franchise, the two will duke it out for the title of galactic overlord on the 2005 science fiction front, Lucas with the final installment of his Star Wars saga, Spielberg with his remake of War of the Worlds starring Tom Cruise.

Star Wars: Episode III - Revenge of the Sith opens in the United States on May 19, War of the Worlds on June 29.

"At least we're six weeks apart, so we won't be competing [directly] against each other,'' Spielberg says.

Other big summer movies star Nicole Kidman, Jennifer Lopez, Jane Fonda, Adam Sandler, Christian Bale, Johnny Depp, Russell Crowe and Renee Zellweger.

With Revenge of the Sith, Lucas concludes the prequel trilogy to his original three Star Wars movies, explaining how hotshot pilot Anakin Skywalker (Hayden Christensen) turns into black-cloaked villain Darth Vader.

Lucas has cautioned fans for years that to connect with the original trilogy, Episode III necessarily would end in the darkest of places.

"It is a different Star Wars,'' Lucas says. "It is a tragedy. It's a real tearjerker. All the women who have seen it, some of the men that have seen it, cried through it.''

Sustaining terrible injuries in a duel with former mentor Obi-Wan Kenobi (Ewan McGregor), Anakin is rebuilt as the part-man, part-machine Darth. Being fitted for Vader's legendary costume thrilled Christensen.

"I don't know how to define the sensation,'' Christensen said about putting on the black robes and helmet. "It was exhilarating, empowering and overwhelming.''

The prequel trilogy has drawn scorn from fans who disliked seeing Anakin as a cuddly kid in The Phantom Menace and a lovestruck, petulant teen in Attack of the Clones.

The payoff, though, is the harsh fate awaiting Anakin in Revenge of the Sith, Christensen says.

"This film has all the right themes,'' he says. "It's Anakin becoming Vader, it's a republic becoming an empire. It's all very epic stuff, and the way in which it's told and how it ties into the original trilogy is done so perfectly.''

While Lucas wages war in space, Spielberg rains destruction on Earth.

As George Pal did with his 1953 version, Spielberg updates HG Wells' War of the Worlds from 1890s Britain to the contemporary United States, partly because turbulent times today provide a relevant backdrop for terror from the skies, and partly for simple cosmetic reasons.

"I can't stand the costumes of 1898,'' Spielberg said. "There's just something about those high collars, those frou-frou gowns. It's not my style, I guess.

"I think also we're living in a fearful atmosphere, fearful times, and every version of War of the Worlds that has occurred either in literature, radio or film has occurred during fearful times.''

Spielberg also jettisons Wells' premise that humanity's assailants come from Mars, noting that explorations of the red planet have shown that "if life is ever discovered on the surface of Mars, it will be microscopic life.''

The film does not reveal where the aliens come from. Spielberg figures their anonymity adds to the terror.

"It's really scary to imagine being invaded, especially being invaded by not only an unknown race bent on our total annihilation, but with no context,'' Spielberg says. "They don't spend any time explaining why they're here. There's no, `We needed to move here because our planet has become inhospitable.'

"We have absolutely no idea why they've come, why they're doing this to us.''

Along with aliens, Hollywood's summer preoccupations include:

Domestic mayhem: Jennifer Lopez fights for her man against his meddlesome mother (Jane Fonda) in Monster-in-Law; Cedric the Entertainer resurrects Jackie Gleason's lovable blowhard Ralph Kramden in a big-screen take on The Honeymooners; Brad Pitt and Angelina Jolie are in each other's crosshairs with Mr and Mrs Smith, a tale of married assassins; Nicole Kidman puts the hex on Will Ferrell in a movie version of the TV sitcom Bewitched.

Kidman's preparation included a week in front of the mirror, practicing the nose wiggle Bewitched star Elizabeth Montgomery used to cast her spells.

Sporting life: Adam Sandler's a disgraced pro quarterback who leads fellow prison inmates in a football grudge match against the guards in the remake The Longest Yard; Billy Bob Thornton plays an ex-ballplayer coaching an inept Little League team in the updated The Bad News Bears; Martin Lawrence is a college hoops coach demoted to running a junior-high team in Rebound; Heath Ledger and Emile Hirsch reinvent skateboarding with Lords of Dogtown, about surfers who pioneered extreme styles in the 1970s; Will Ferrell squares off against his overbearing dad (Robert Duvall) as they coach rival soccer teams in Kicking & Screaming.

Action stations: Christian Bale is wealthy young Bruce Wayne in Batman Begins, chronicling the caped crusader's formative crime-fighting years; XXX filmmaker Rob Cohen directs Stealth, about ace fighter pilots (Josh Lucas, Jessica Biel and Jamie Foxx) chasing an intelligent drone plane gone AWOL; Jet Li stars as a human attack dog for his mobster "uncle'' (Bob Hoskins) who's taken under the wing of a compassionate piano tuner (Morgan Freeman) in Unleashed; Keira Knightley mixes it up in Domino, inspired by the real-life story of actor Laurence Harvey's daughter, who quit her modeling career to become a bounty hunter.

"It's one of those things you hear about and think, `God, this is an absolutely insane story. It's so crazy it has to be true,''' Knightley says. "She's an amazing woman to turn her back on everything that we would think she could want.''

Funny turns: Rob Schneider returns as Deuce Bigalow: European Gigolo, crossing the Atlantic to satisfy his female clients; Owen Wilson and Vince Vaughn are Wedding Crashers, pals who sneak into strangers' nuptials to score with women; Hilary Duff plays matchmaker for her mum (Heather Locklear) after creating the ideal, though fictional, suitor in The Perfect Man; Steve Carell is The 40-Year-Old Virgin, an electronics store clerk who has never gotten around to doing the deed.

"He isn't damaged in any way. He's not weird. He's just fallen through the cracks,'' says Carell, who co-wrote the script with director Judd Apatow.

"He had opportunities, but they were opportunities that went wrong, and at some point he decided to pull back from it and not try any more because it was too hard,'' says Carell.

Family fare: Ben Stiller, Chris Rock, David Schwimmer and Jada Pinkett Smith are mouthpieces for pampered zoo animals shipped back to the wild in the animated Madagascar; Lindsay Lohan revs up the Love Bug for Herbie: Fully Loaded as the Volkswagen Beetle enters the Nascar circuit; Spy Kids creator Robert Rodriguez crafts a 3-D adventure about a boy whose superhero idols come to life in The Adventures of Shark Boy & Lava Girl. Ewan McGregor provides the voice of a plucky British pigeon that takes to the skies in the World War II animated tale Valiant; the son of the world's biggest superheroes (Kurt Russell and Kelly Preston) enrolls in Sky High, where he must cope with freshman year and the disgrace of being groomed as a side-kick. And an old children's classic gets a new look when Johnny Depp is Willy Wonka in the updated Charlie and the Chocolate Factory, about the reclusive candyman who opens his factory to five lucky visitors.

``He's gone underground for several years,'' director Tim Burton said of the enigmatic Willy. ``He's not Mr Social, not Mr Touchy-Feely. We were thinking of people like Howard Hughes. Sort of the Citizen Kane of candy.''

Sci-fi and fantasy: Matt Damon and Heath Ledger are the Brothers Grimm in Terry Gilliam's tale of the sibling storytellers as they journey among witches, trolls and other mythical creatures; Ewan McGregor and Scarlett Johansson star in Michael Bay's The Island, about clones trying to escape their fate as spare parts for real humans; the Fantastic Four (Ioan Gruffudd, Jessica Alba, Chris Evans and Michael Chiklis) leap to the big-screen in the comic-book adaptation about astronauts mutated into superheroes; Douglas Adams' The Hitchhiker's Guide to the Galaxy finally lands in movie theaters, with Martin Freeman as the earthling who catches a comic ride aboard an alien ship moments before the planet is destroyed.

Adams, who died in 2001 but shares screenwriting and executive producer credits, had long cherished the notion that his peculiar cosmic odyssey could become a movie.

``I think he would feel it's massive global vindication of a belief he held in the tips of his toes, that this could be as good a movie as it was a book,'' says executive producer Robbie Stamp, a friend and business partner of Adams.

High drama: Orlando Bloom stars in Ridley Scott's epic Kingdom of Heaven, playing a blacksmith-turned-knight who defends Jerusalem during the Crusades; Russell Crowe reunites with A Beautiful Mind director Ron Howard for Cinderella Man, about boxer Jim Braddock, an underdog who rebounded from an unsuccessful early career during the Depression to beat Max Baer in the heavyweight championship of 1935.

``There's a line in the movie that came directly from Braddock when he was making his comeback,'' Howard says. ```I know what I'm fighting for now.' People asked, `What's that?' And he said, `Milk.' That's because he had been on the breadline with his kids. His family was nearly destroyed before he made it back to the ring.

``Every once in a while life provides a kind of fairy tale, a living fairy tale for us to witness. And this is one of those stories. It's why Damon Runyon dubbed him the `Cinderella Man.'''

ASSOCIATED PRESS