1. The Tree of Life (June 10)

Brad Pitt gives the best performance of his career as a tough father in "The Tree of Life," this year's Palme d'Or winner at the Cannes Film Festival. Set in 1950s Texas, director Terrence Malick follows one couple as they bring three sons into the world and watch them lose their innocence. The fall from grace is set against the birth of the universe and life on Earth and the contrast is visually staggering. The questions Malick raises are also gripping. Are you there God? What are we to you? These questions are whispered by Pitt, Sean Penn and Jessica Chastain as this tale unfolds. But Malick leaves the answers up to us.

2. Beginners (June 17)

Smart dialogue and golden performances from Christopher Plummer and Ewan McGregor dominate this wise, heartfelt tale about the mysteries of love. Directed by "Thumbsucker's" Mike Mills, Plummer, 81, and McGregor, 40, play a father and son who must redefine their relationship after "good old dad" comes out of the closet in his seventies. The story is a tribute to Mills' father, who came out at age 75 -- just five years before his death. Excellent on all counts, "Beginners" takes audiences on a funny-sad journey that is less about being gay or straight and more about having the guts to know real love.

3. Midnight in Paris (June 3)

Woody Allen is in fine form in this wistful stroll through The City of Lights. His alter-ego in this romantic comedy is played by Owen Wilson, who gives his best performance to date as a hack screenwriter who dreams of becoming a novelist. Stuck with a pushy wife and a huge sense of failure, Gil wanders the streets of Paris unsure of his future. Then one evening he stumbles through a midnight portal that leaves him standing before F. Scott Fitzgerald and Ernest Hemingway. Once he knows the way, Gil travels at will between the present and 1920s Paris, where his brilliant new buddies give him the confidence to write his book and confront his unhappy marriage.