Year One of the Tribeca Film Festival was easy enough to

peg. New York icon Robert DeNiro comes to the rescue of his longtime

neighborhood in the wake of 9/11, puts together a mass-appeal showbiz event,

and helps ease the economic devastation surrounding Ground Zero.

It worked like a charm. More than 150,000 people flocked south of Canal

Street for the inaugural festival.

"Our goal was this: How many people can you bring downtown?" says Jane

Rosenthal, DeNiro's partner in the 15-year-old production company Tribeca Films

and the co-founder of the festival. And while that remains the prime

directive, the challenges are different for this year's event, which begins

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tomorrow and runs through May 11.

With more than 200 films - twice that of last year - this eruption of

cinephilia comes across as several festivals at once. "When it's your sophomore

outing in anything, you're clearly trying to establish yourself," Rosenthal

says. "This is still a very new festival." Yet, if it's still trying to define

its identity, the event is one that prefers to err on the side of abundance.

It's a "both/and" rather than an "either/or" proposition.

The glitter factor remains important, with invitation-only premieres of

mall-friendly Hollywood productions such as "Down With Love" (with Ren�e

Zellweger and Ewan McGregor) and "The In-Laws" (with Michael Douglas and Albert

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Brooks). And, just to add some crackle, MTV, VH1 and Infinity Broadcasting are

throwing a free May 9 concert in Battery Park, with headliners Norah Jones and

the Roots.

But with at least two-thirds of the invited filmmakers expected to attend

their screenings, there is ample occasion for more intimate encounters. Al

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Pacino, no less, will screen his rarely seen film "Chinese Coffee" in a special

May 8 program, to be followed by a conversation with the actor-director. (The

next morning, Pacino leads a Shakespeare workshop, followed by a screening of

another one of his personal efforts, "Looking for Richard," his take on

"Richard III.") Other auteurs on the panel docket include Neil LaBute and Julie


Though even the ultra-hip Prada store in SoHo will host such events, most

screenings and related programs will be centered at the United Artists Battery

Park Theaters, a 16-screen multiplex.

That's only a fraction, however, of what the festival offers. "We're

definitely different," says Peter Scarlet, the fest's executive director, who

came to New York after a stint running the fabled Cinematheque Francais in

Paris. Scarlet briskly reels off a half-dozen or so programming coups. These

include premieres of restored versions of Sergio Leone's "Once Upon a Time in

America" and "The Good, the Bad and the Ugly," and a behind-the-scenes look at

"The Night of the Hunter," using extensive audio recordings made by actor

Charles Laughton on the set of the only film he ever directed. There's a novel

project from France, "La Trilogie," in which director Lucas Bevaux shot three

separate movies in different genres - a thriller, a romance and a melodrama -

at the same time, with the same cast. "And I think we're the only festival ever

that's had two new films from Afghanistan in competition," Scarlet adds, also

mentioning an unusual entry from Honduras called "Calixto, the Landlord." This

political parable, 15 years in the making, will garner posthumous attention for

its director - Sami Kafati - as a one-man national film industry (he died in

1996 while "Calixto" was being edited).

Between the glitz and the subtitles, there's a surplus of movie-movies and

independent spirit. A mini-festival of family films surveys more than 40

titles, from plentiful short subjects to the premiere of "The Lizzie McGuire

Movie" starring Hilary Duff in a screen version of the popular Disney TV show

for tweens. A slate of midnight movies boasts two documentaries devoted to the

Ramones, the quintessential New York rock band. And 22 features and

documentaries, shot entirely in New York City, have their own themed category:

What else but "New York, New York."

That's enviable exposure for debut filmmaker Jennifer Elster, whose

"Particles of Truth" (screening May 8- 10) is nearly a "poster film" for the

festival: a psychological drama that doubles as a high-definition video

postcard of TriBeCa. "I live and work in TriBeCa. We shot in TriBeCa. I was

born and raised in New York. So this is very sentimental," says Elster, a

former stylist for photo and video shoots who has worked with such rock and

roll figures as David Bowie and Marilyn Manson. "This is a scarred part of the

city. I'm really proud to have the film playing here."

Elster, who also plays the lead role of a young artist with a tortured

family history, is emblematic of what the festival strives for. Not only does

she represent the fresh energy crucial to the vitality of artistic communities

- such as TriBeCa - but her work subtly evokes the realities of a post-9/11

cityscape, and the sometimes difficult necessity of making new connections.

"I'm interested in compassion," she says. "I think New Yorkers are rooting for

us, for TriBeCa. This is a festival New Yorkers want to see work out."