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The 45th Festival of Films at Cannes, which just finished, may not have had Madonna opening her pink wrap to reveal designer underwear as happened last year, but the glitz and glamor of the stars was still here.

Opening night saw stars Michael Douglas and Sharon Stone ascending the red-carpeted stairs to attend the first European screening of "Basic Instinct." And the closing night film, the Irish/American epic "Far and Away," lured its stars - real-life married couple Tom Cruise and Nicole Kidman - to the festival palace.That, along with the presence of France's leading man, Gerard Depardieu, - on hand every day during the past two weeks at president of this year's festival jury - gave French fans, crowding day and night outside the film palace, a charge. But for more serious fans - critics, journalists, filmmakers and film buffs who come there to overdose on films - what were this year's rewards?

Well, they were far too few, unfortunately.

Of the 80 films I managed to see, barely eight are recommendable. One out of 10 is not very promising odds - and the realization that I endured 72 forgettable movies makes me seriously wonder if I can even handle my 13th year at Cannes in 1993.

The good films were unusually good this year. But the tremendous amount of mediocre films surrounding them is disheartening.

As for the two movies from America, chosen to open and close the festival, Ron Howard's "Far and Away" (originally called "The Irish Story") was not bad, even though it was hopelessly old-fashioned. For those who feel they don't make movies like they used to, this one at least tries. Its sentimental love story and panoramically exciting Oklahoma land race are sure to please many viewers.

But "Basic Instinct"? I haven't found anyone at the festival in Cannes or America who even liked it. And what is it doing at a festival supposedly dedicated to the art of great filmmaking?

Gilles Jacob, the festival's director, made it clear this year that Cannes was not only catering to Americans but also wanted the festival to feature films as "entertainment." Hmmm . . . I wonder why he overlooked "Wayne's World" and "Ninja Turtles II"?

Among this year's festival fare were several films that caused moviegoers to wonder why they were among Cannes' official selections. Surely David Lynch's "Twin Peaks: Fire Walk with Me" and Jonathan Demme's dull and amateur documentary about his relative, "Cousin Bobby," never would have made it if Lynch and Demme were not recent Palme d'Or and Academy Award winners, respectively.

But the good films not only emerged - they emerged triumphantly, and justice did prevail.

Bille August, who ascended the stage at Cannes five years ago on closing night to accept the Palme d' Or for "Pella the Conqueror," rightfully mounted the platform once more at the ceremonies this week to again accept that prize. This time it was for the wonderful "Best Intentions" - an engrossing and exquisite version of a screenplay by retired master-filmmaker Ingmar Bergman, about the meeting, courtship and marriage of his parents.

This time around director August had reason to be increasingly proud when the winners were announced, for the recipient of Cannes' Best Actress Award was not only the leading lady in his film, but the leading lady in his own life as well - his wife, actress Permilla August.

Since the few good films were all quite excellent, the competition for the Palme d' Or was stiff - so stiff that the international jury decided to give a special award, called the 45th Year Grand Prize, for James Ivory's equally exquisite "Howard's End."

Like their early Oscar-winner, "A Room with a View," this Merchant-Ivory production takes an E.M. Forster novel and brings it faithfully and memorably to life on the screen. The British Forster was often referred to in his lifetime as the greatest living writer in the English language. Now, with a stellar cast featuring Anthony Hopkins (this year's Oscar winner for Best Actor), Vanessa Redgrave, Helena Bonham Carter and Emma Thompson, Forster's subtle masterpiece in literature becomes a delicate masterpiece in film as well.

Much talked about in Cannes was Robert Altman's biting satire of Hollywood shenanigans, "The Player" - and it won not only the Best Actor award for its star, Tim Robbins, but, for Altman, the Best Director award.

Not winning a prize, surprisingly (especially in the light of the overwhelming applause and standing ovation its cast and director received from the Cannes audience) was the U.S. entry, "Of Mice and Men." The film stars and is sensitively directed by Gary Sinese.

Other pictures which won special jury prizes were Italy's "The Stolen Children," Russia's "An Independent Life," and Spain's "The Dream of Light." Though all were admirable, they share a characteristic that was common this year: They not only seemed to have almost no plot whatsoever, they also made one question if they actually had a written script.

Even a film like Hungary's "The Vacationer," which appeared to have at least a nominal plot, was described by its director as having "really no story. Whatever happens happens. If some kind of story emerges, I didn't intend it."

In Japan's "I Heard the Ammonite Murmur," a boy simply remembers images of his sister, and in Argentina's "The Journey," a boy rides his bicycle from one country to another hoping to find his father.

But there were two films which also fit into this "plotless category," which were nonetheless among the festival's very best: Britain's "The Long Day Closes," directed by Terence Davies whose earlier "Distant Voices, Still Lives," was declared an instant masterpiece, is really about nothing more than a little boy's observations of the world around him in the '50s. But what a carefully constructed and artistically brilliant gem it is. It is slow going - but every frame is worth savoring.

Not as elegantly composed but balancing poetic nostalgia with humorous childhood memories is Jean-Claude Lauzon's "Leolo." The humor is often raunchy, but the film offers a fresh and hilarious glimpse into the imagination and reconciliations of a little boy who decides he's the son of an unknown Italian still living in Italy.

Two films that did have plots featured directorial debuts by two of today's hottest young actors. John Turturro (last year's winner at Cannes for Best Actor) walked away with this year with the coveted Camera d' Or award for his film "Mac," based on Turturro's carpenter father.

Coincidentally, it is this year's Best Actor winner at Cannes, Tim Robbins, who was the other American actor debuting as director - and his film I found even more impressive - "Bob Roberts," a timely glimpse behind the slick surface of a right-wing political candidate.

Films that are still being made evoke as much excitement at Cannes as those being screened. Within the next year or so, we can expect new versions of "Crime and Punishment" (starring Jon Voight), "Quiet Flows the Don," (with F. Murray Abraham and Ben Gazzara), Camus' "The Plague" (with Robert Duvall and William Hurt), Conrad's "Heart of Darkness" with Mickey Rourke, and Zola's "Germinal" (With Gerard Depardieu.).

Also being made are Kafka's "The Penal Colony" and Kafka's "The Trial" (the latter with Anthony Hopkins, Jason Robards and Kyle McLachlan). And Bille August will film Isabel Allende's "The House of the Spirits."

If Cannes can hook into those films rather than "Basic Instinct II," I might go back.