'The Thin Red Line'

STARRING Adrien Brody, Sean Penn, Woody Harrelson, Nick Nolte, George Clooney, John Travolta, John Cusack, Bill Pullman, Lukas Haas, Jim Caviezel, Ben Chaplin

DIRECTED BY Terrence Malick

After 20 years in semi-retirement, Malick, the elusive auteur behind 1973's Badlands and 1978's Days of Heaven, finally returns to filmmaking with a hugely ambitious, $50 million WWII epic — just in time to watch Steven Spielberg steal his thunder (and possibly his Oscars) with Saving Private Ryan.

Oh, well, timing isn't everything. Besides, Malick has bigger problems to deal with — like trimming his six-hour first cut of the film — based on James Jones' 1962 novel about an American rifle company caught in the campaign to capture Guadalcanal from the Japanese — to a more manageable three hours. Filming in the mountains near Port Douglas in Queensland, Australia, was no piece of cake either. The actors rose at 6 a.m. five days a week, put on oily uniforms that remained unwashed during the four-month shoot, and filmed battle scenes under a blistering sun.

Still, Malick's soft touch instilled loyalty in his star-studded cast — even as he discarded pages of dialogue during filming (from his own script, which he'd spent eight years writing) and relied instead on the camera to tell the story. ''Malick was like a father to us,'' says newcomer Caviezel, who has one of the beefier roles as a Kentucky-born grunt who goes AWOL. ''He has so much love in his heart. He knew everyone's name and treated everyone as equals.'' Adds Brody, another newcomer who stars as a company clerk-turned-hero, ''I was surprised how little Terry directed and how much you had to come up with on your own.'' And Pullman, who plays a staff sergeant, adds: ''Everyone felt they were on to something, but they can't really be sure because it was all very much created in the moment.''

As for competition from Private Ryan, the most encouraging words come from a most unlikely source. ''I'm celebrating along with everybody else that Malick has returned to directing where he belongs,'' says Spielberg. In other words, Terry: Earn this. (Dec. 25)

THE LOWDOWN There's only one other director who takes so long to be so brilliant — the one who's been keeping Tom and Nicole in bondage on Eyes Wide Shut — so we'll give Malick the biggest benefit of the doubt.