Take two smooth American con men. Add a British mobster, a murdered nun, a bad Neil Diamond impersonator and an autistic martial- arts expert bent on revenge. Finish with the ivory-billed woodpecker, an unretired professional wrestler, '70s swingers, a Nobel Peace Prize Laureate, a pool shark and some Israeli military buddies.

Combine them all (and many others) and what you get is this year's Starz Denver Film Festival.

More than 215 films and shorts will be shown from Thursday through Nov. 22, and Brit Withey estimated that he's seen at least 210 of them. Withey is the artistic director of the annual event, which opens with a screening of The Brothers Bloom, starring Rachel Weisz, Adrien Brody and Mark Ruffalo. Director Rian Johnson, who grew up in Denver, will be in attendance.

After helping to choose the festival's lineup for 12 years, Withey said, the hardest part is deciding what not to show. "You have to make a lot of tough decisions. How do you decide what to cut between two equally good films?"

The nation's financial crisis has touched the festival. "This year has been so difficult economically. We've toned down the receptions. We've had to be much more diligent about expenses, like how much it costs to air-freight reels of a film from Germany," Withey said.

The core festival programmers' biggest challenge is scheduling fare that appeals to the very broad array of filmgoing types among the 45,000 or so attendees, Withey said.

"Some people only come to the gala events. The hard-core cinephiles only care to see films where the director is present or films they know will never open in Denver. Some don't care for subtitles. Others who are not regular festival-goers might be attracted by a topic - say, environmental themes."

Some film lovers will certainly come, he said, just to remember the late Paul Newman. "As soon as we heard that he had died, we knew we wanted to do a tribute. The coolest thing is that we'll be screening brand-new copies of The Hustler and Butch Cassidy."

Colorado's presence has grown significantly in recent years. "There are more than 20 Colorado films this year," Withey said, pointing to the documentary Border Wall, by Wayne Ewing, and three films by Daniel Yunge, including They Killed Sister Dorothy, which has drawn raves at other festivals.

Actor Bill Pullman, known for films ranging from Independence Day to A League of Their Own, will be honored on Nov. 23 with the John Cassavetes Award. Previous recipients include Steven Soderbergh, Sean Penn, Nick Nolte, Kevin Bacon and Tim Robbins.

Withey will enthuse at length about any of the filmmakers involved in the 31st Denver Film Festival, but especially director Majid Majidi, who will be on hand for a screening of his new The Song of the Swallows and his Oscar-nominated Children of Heaven.

"He is one of today's greatest working filmmakers, and he will be coming here from Iran," Witheysaid. "We lucked out. I'm shocked that it happened. It's an event not to be missed.

lehndorffj@RockyMountainNews.com, 303-954-5103

Unreeling

* What: 2008 Starz Denver Film Festival

* When and where: Thursday through Nov. 23, Starz FilmCenter at the Tivoli and King Academic and Performing Arts Center on the Auraria Campus; red-carpet events at Ellie Caulkins Opera House

* Cost: $11 to $30 (and various festival ticket packages)

* Opening night: screening of The Brothers Bloom, directed by Colorado native Rian Johnson who will attend. Stars Rachel Weisz, Adrien Brody and Mark Ruffalo. 7:30 p.m. Thursday, Ellie Caulkins Opera House

* Schedule and tickets: denverfilm.org/festival, 303-595-3456

Putting the art in 'art house'

The art-film component of the Starz Denver Film Festival runs the gamut from stars to outsiders, from pop to the cutting edge.

That last category includes mixed-media artist Carolee Schneemann, who will receive the festival's 2008 Stan Brakhage Vision Award during a program at 7 p.m. Nov. 19 at the Denver Art Museum. That includes a screening of all films by this respected gender artist, including Infinity Kisses: The Movie.

Also on tap during the festival are three documentaries:

* Milton Glaser: To Inform and Delight: If you've ever seen the "I Ã? NY" bumper sticker or the flowing psychedelic-meets-art nouveau poster for Bob Dylan, you know the work of graphic designer Milton Glaser. And after this 2008 documentary by Wendy Keys, you'll know even more.

Glaser helped found New York magazine and designed graphic identities for everything from restaurants to schools to humanitarian causes, and in the process he's helped lift the profession of graphic design to a new artistic level.

This film is clear about Glaser's drive to help New Yorkers enjoy their city and help everyone be more caring of the world around them.

6 p.m. Friday, 1 p.m. Nov. 15; Starz FilmCenter

* Wesley Willis' Joyrides: In 2004, Ironton Studios and Gallery presented a show of drawings by Wesley Willis, an outsider artist and rocker with a cult following from Chicago who had died the year before.

And what work: Willis, who fought the "potty-mouth demon" of his schizophrenia, was a genial, self-taught and prolific artist who could create architectural perspective drawings and cityscapes like nobody's business. His death from leukemia shocked his friends and fans, and with good reason, as is made clear in Wesley Willis' Joyrides. Joyride was his term for the role music played in his life, a life that began in the projects but moved to a different world beat.

Filmmakers Chris Bagley and Kim Shively are from Denver, and they capture Willis in some of his trips here (and to Cheyenne). It's a sweet film, and sad, and you can't turn away.

9:15 p.m. Nov. 15, 9:30 p.m. Nov. 17; Starz FilmCenter

* Guest of Cindy Sherman: In one corner, talented and reclusive photographer Cindy Sherman. In the other, filmmaker Paul Hasegawa-Overacker, who hosts an art show (Gallery Beat) for public-access TV in New York.

The two have a relationship, but when it ends, the boyfriend (otherwise known as Paul H-O) decides to use footage of flirty interviews with her for this documentary, which plays out every woman's nightmare.

That's the back story of Guest of Cindy Sherman, in which Paul H-O explores the overheated 1980s art scene of New York - and his life with Sherman.

As her career soared, H-O (who made this film with Tom Donahue) found himself ensconced in high- rolling, high-level art-world activity. But H-O was broke, jobless, no longer on TV and becoming less than thrilled about being tagged as Sherman's guest at events.

There are some revealing moments here about the over-the-top gallery scene and the impetus for Sherman's work. H-O is genial, but using an old relationship to be on the screen? There's a word for that, but it can't be used in a family newspaper.

9:30 p.m. Nov. 18, 4 and 6:15 p.m. Nov. 19; Starz FilmCenter

Insiders' guide

Three folks who pick the flicks for the Denver Film Festival name the ones they're most excited about:

Britta Erickson

Festival director

* Surveillance: Jennifer Chambers Lynch proves she's a chip off the old block (father David Lynch is executive producer) with a sinister tale of a mass murder and the survivors left behind to tell the story. Bill Pullman and Julia Ormond lead the cast.

* An Evening With Don Hertzfeldt: The animator achieved cult status with me after I watched his Oscar-nominated animated short Rejected. This evening includes that and his new film, I am so proud of you, the sequel to Everything will be ok, which won the Sundance Film Festival's Grand Jury Award in Short Filmmaking.

* Two Lovers: James Gray, working again with the oh-so-talented Joaquin Phoenix, deftly directs a romantic drama in which Phoenix plays a manic-depressive choosing between beauties played by Gwyneth Paltrow and Vinessa Shaw.

* A Christmas Tale: An emotionally charged, often funny family drama starring Catherine Deneuve as an ailing matriarch. Her powerful performance is matched by Mathieu Almaric (The Diving Bell and the Butterfly) as the hard-drinking prodigal son.

* They Killed Sister Dorothy: An award-winning documentary by Denver's Daniel Junge, who took risks to investigate the murder of Catholic nun Dorothy Stang and its implications for the future of the Amazon.

Brit Withey

Festival artistic director

* Pressure Cooker: A completely uplifting documentary that charms in unexpected ways and teaches invaluable lessons - both culinary as well as life.

* Wellness: A heartbreaking American independent film with some of the finest acting of the year.

* The Song of Sparrows: Don't miss a chance to see the work of one of the finest directors in the world, Iran's Majid Majidi.

* Butch Cassidy and the Sundance Kid: What, really, needs to be said . . . except that a brand- new 35 mm print never before seen by an audience will be screened at the festival of this classic starring Robert Redford and the late Paul Newman?

* Full Dimensional 2-D: Only at film festivals can you catch a great package of short films, and this 11-film animation blowout highlights our love of animation.

Ron Henderson

Festival co-founder, senior programming consultant:

* Mommy Is at the Hairdresser's: Lea Pool's family drama is as funny as it is sad, quirky as it is unsettling. The performances are superb.

* Moscow, Belgium: This award-winning film from Belgian director Christophe van Rompaey is the most charming and entertaining film I saw at this year's Karlovy Vary International Film Festival.

* The Hustler: This is a rare opportunity to see Robert Benton's moody, gritty 1961 black- and- white classic on the big screen (presented in a brand- new 35 mm print) and marvel at Paul Newman's breakthrough performance.

* The End: This gritty black-and- white documentary shot mostly in London's violent East End is the unflinching portrait of Les Falco and his underworld cronies. The Sopranos-esque story, produced and directed by the subject's twin daughters, is stranger than fiction.

* Evening With Carolee Schneemann: After the screening of a package of her provocative short video works, acclaimed multidisciplinary artist Schneemann will receive the 2008 Stan Brakhage Vision Award.

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