1999, 3 hrs, Rated R for strong language, drug use, sexuality and some violence. Dir: Paul Thomas Anderson. Cast: Jason Robards (Earl Partridge), Julianne Moore (Linda Partridge), Tom Cruise (Frank T.J. Mackey), Philip Seymour Hoffman (Phil Parma), John C. Reilly (Officer Jim Kurring), Melora Walters (Claudia Gator), William H. Macy (Donnie Smith), Philip Baker Hall (Jimmy Gator), Melinda Dillon (Rose Gator), Jeremy Blackman (Stanley Spector), Michael Bowen (Rick Spector).

While I appreciate the message of Magnolia and think the world of the incredibly talented ensemble cast, ultimately I wasn't engaged, and felt more like a voyeur curiously eyeing these messed up people. Although there are plenty of tears shed by characters in Magnolia, none are in the audience. Maybe I felt no connection to these characters because they represent elements of society I haven't had to confront.

I'll concede that, because the one character with which I felt any tinge of sympathy was Jim (John C. Reilly), the North Hollywood police officer who is a good guy and does his job well. However, he is lonely and looking for love anywhere, including the job. He talks to his shotgun as if it's a friend, and has strong religious convictions, yet he's able to withhold judgment and see the good in Claudia (Melora Walters), who is constantly high on cocaine.

PLOT: Follows several characters who are supposed to be connected over one day in the San Fernando Valley of the Los Angeles area.

From the get-go, director Paul Thomas Anderson (Boogie Nights) has us believe that we are taking a wild journey, where he'll collide people in ways of chance that are crazy coincidences, that "strange things happen all the time." Just not in this film, where I found nothing of the sort. The way the characters intersect (the few that actually do, that is) is natural and part of everyday life. The strange part of the movie is not just "something that happens" when Anderson decides to throw in a confusing twist, a "miracle" of sorts that, while greatly amusing, in reality has little effect on the plot other than to bewilder the audience.

What is this "miracle"? I'll tell you that the numbers 8 and 2 are prevalent in Magnolia, and Anderson blatantly tells us to go home and look up Exodus 8:2, having it on a sign in the studio audience of a game show and as an advertisement at a bus stop. I won't tell you what the verse says, because it is a major spoiler and why I was so bewildered by Anderson's creative vision. I always appreciate Anderson's style, but the substance generally throws me off his support wagon midway through his films.

One of the creative visions that I actually liked was the musical interlude in the middle of the picture. The song doesn't just play over shots of the characters sulking, the characters actually sing along with the words: "It's not going to stop until you wise up."

Magnolia is a film about regrets, and the tremendous weight of the guilt that we can carry. There is a LOT of guilt in this movie. No matter how many times you tell yourself to forget the past, it will come back and haunt you, whether it is on your deathbed or when you are happy and healthy. Either way, you will have those regrets. A repeated quote in Magnolia is that "We may be through with the past, but the past isn't through with us."

It features a solid score, and I especially like the songs from Aimee Mann. Her cover of Three Dog Knight's "One" is better than I would expect, and makes for a great song for the opening sequence of the film. With the theme of guilt permeating the characters, that song becomes even more poignant.

As I stated before, I love the actors and actresses in Magnolia, and agree with every casting choice. But it's Anderson's direction that sometimes left me questioning his picture. For instance, almost every main character becomes a drama Queen, constantly "freaking out" and over-emoting.

Julianne Moore (Linda Patridge) and Walters spend the entire film yelling, crying, or on the verge of yelling and crying. Every other word out of their mouths begins with the letter F, and I don't have to tell you that it is not fuddy-duddy. Walters has a good excuse, since her cocaine-addicted character is high the whole day. Moore, however, is having a nervous breakdown from her guilt of not loving her husband until he lay on his deathbed.

Tom Cruise should easily win Best Supporting Actor as Frank T.J. Mackey. He's a sleazebag, yet intense and likeable. Mackey is a motivational speaker, teaching lonely men how to get women in the sack and therefore get control of their lives. His Search and Destroy speaking program offers a lot of comic relief, as is his advertisement and phone number, 1-800-TAME-HER. Great character.

William H. Macy has perhaps the most complicated character in Magnolia as Quiz Kid Donnie Smith, a former child genius. In middle age, however, Smith is broke (he still blames parents for stealing his money won on the show), listens to pop music incessantly and was struck by lightning in Tahoe. Smith is also gay, trying to woo the neighborhood bartender by getting braces like he has. Macy pulls off very well the most conflicted of the bunch. Also, wife Felicity Huffman makes a cameo as Cynthia, the game show coordinator. You might know her as the only redeeming thing about the acclaimed TV show "Sports Night" on ABC.

By the way, during the credits for the game show in the film, "What Do Kids Know?" I noticed the website URL, www.wdkk.com, and tried it out. Turns out the filmmakers expected us to see it, and made it part of Magnolia's New Line site.