Last year, movie studios practically fled in terror from what was expected to be 1998's biggest blockbuster, Roland Emmerich and Dean Devlin's remake of "Godzilla."

This year, they're running from an even-bigger monster: Let's call him "George-zilla."George, as in Lucas, whose new "Star Wars" prequel, "The Phantom Menace," opens May 21. News of the film's release has the other studios moving up their releases to avoid going head-to-head with it.

As currently scheduled, studios are giving the new "Star Wars" film three competition-less weeks -- no other movies are opening on May 14, May 21 or May 28!

So what does that mean for moviegoers? Well, at this point, it looks like you'll be getting a lot of cinema between now and early May. Unfortunately, some of those films include holdovers from the previous year, which in some cases means movies barely worthy of release.

Most of the upcoming films can be lumped into neat little categories:

-- REMAKES: "Gloria," "Cruel Intentions," "The King and I"

and "The Mummy."

-- BOOK ADAPTATIONS: "Payback," "True Crime," "The Deep End of the Ocean" and "A Simple Plan."

-- TV ADAPTATIONS/REMAKES: "My Favorite Martian" and "The Mod Squad."

That's not to say that the winter and spring will be filled strictly with dreck.

In fact, two of the selections from this year's Sundance Film Festival -- "Go" and "Lock, Stock and Two Smoking Barrels" -- will show up in theaters before April. And a hit from last year's Slamdance Film Festival -- "20 Dates" -- will be released in the spring.

There are at least a handful of other movies that at least sound promising:

-- "Molly" is a gender-switch remake of the 1968 film "Charly" (which was based on the book, "Flowers for Algernon"). In this version, Elisabeth Shue plays the mentally challenged character whose intelligence is boosted by an experiment. BYU grad Aaron Eckhart ("Your Friends and Neighbors") co-stars as her brother.

-- "Dick" is a comedy about two high school students (Kirsten Dunst and "Dawson's Creek" TV star Michelle Williams) who wander off during a class trip and find themselves advising President Richard Nixon (Dan Hedaya) during the Watergate scandal.

-- "EDtv" takes a slightly different approach than "The Truman Show," though it has similar themes. In director Ron Howard's new comedy, a man (Matthew McConaughey) regrets his decision to volunteer to have his life videotaped 24 hours a day.

-- "Analyze This," another comedy, follows a psychiatrist (Billy Crystal) who inadvertently joins a crime family when he counsels one of New York's most powerful gangsters (Robert De Niro).

-- "Payback" teams "L.A. Confidential" screenwriter Brian Helgeland and action star Mel Gibson for an adaptation of Richard Stark's novel about a tough anti-hero who fights back when he is double-crossed.

Following is a list of movies scheduled to open between now and early May. Just remember that the dates are subject to change (and some surely will):

JANUARY 22

GLORIA -- Sharon Stone stars as the title character in this remake of John Cassavetes' 1980 mob drama, about a street-smart parolee who becomes guardian to a 6-year-old boy with underworld ties. Directed by Sidney Lumet ("Night Falls on Manhattan").

LITTLE VOICE -- This oddball comedy stars Jane Horrocks (from TV's "Absolutely Fabulous") as the title character, a shy twentysomething who does eerie vocal impressions of Judy Garland and Marilyn Monroe. Michael Caine, Brenda Blethyn ("Secrets and Lies") and Ewan McGregor co-star.

PLAYING BY HEART -- Originally known as "Dancing About Architecture," this drama looks at the romantic entanglements of several couples. The ensemble cast includes Gena Rowlands, Gillian Anderson, Jon Stewart, Angelina Jolie and Sean Connery.

A SIMPLE PLAN -- Dramatic thriller from "Darkman" director Sam Raimi, based on Scott Smith's best-selling novel about brothers (Bill Paxton and Billy Bob Thornton) who turn to murder to protect the stash of money they find in a downed plane. Bridget Fonda co-stars.

JANUARY 29

HILARY AND JACKIE -- Already receiving comparisons to "Shine" because of its music-to-madness storyline, this British drama stars Emily Watson (from "The Boxer") and Rachel Griffiths as sibling musical prodigies whose talents put them at odds with each other.

SHE'S ALL THAT -- An ugly-duckling comedy starring Freddie Prinze Jr. as a high school heartthrob who helps make over the class oddball (Anna Paquin) on a bet, but finds himself falling in love with her. Clea DuVall ("The Faculty" co-stars.

FEBRUARY 5

THE CELEBRATION -- Winner of a Special Jury Prize from the 1998 Cannes Film Festival, this Danish comedy-drama focuses on a birthday party for a family patriarch, an event that brings out some shocking confessions and other surprises for the unsuspecting guests. In Danish, with English subtitles.

PAYBACK -- Mel Gibson joins forces with "L.A. Confidential" screenwriter Brian Helgeland, who wrote and directed this political thriller, based on the best-selling novel of the same name. Co-stars include David Paymer and James Coburn.

RUSHMORE -- Unusual romantic comedy from "Bottle Rocket" creators Wes Anderson and Owen Wilson, about a private school student competing with his tycoon mentor (Bill Murray) for the love of a school teacher (Oliva Williams, from "The Postman").

SLAM -- The Grand Prize Winner of the 1998 Sundance Film is this urban drama about a young black man who becomes a poet while serving time in prison on a drug charge.

FEBRUARY 12

BLAST FROM THE PAST -- Comedy starring Brendan Fraser as a man who emerges from a fallout shelter after living there for 30 years, only to find himself out of step with the times. Alicia Silverstone, Sissy Spacek and Christopher Walken co-star.

MESSAGE IN A BOTTLE -- Based on the best-selling novel by Nicholas Sparks, this romantic comedy stars Robin Wright Penn as a journalist who finds a letter in a bottle that has been cast into the ocean and falls in love with the writer (Kevin Costner). Paul Newman co-stars.

MY FAVORITE MARTIAN -- Big-screen comedy based on the 1960s cult television sitcom, starring Jeff Daniels as an earthling who hides an eccentric extraterrestrial (Christopher Lloyd) in his home. Daryl Hannah and Elisabeth Hurley co-star.

SIMPLY IRRESISTIBLE -- Sarah Michelle Gellar (TV's "Buffy the Vampire Slayer") and Sean Patrick Flanery star in this supernatural romantic comedy about a department store employee who tries to avoid falling in love with a woman he's convinced is possessed.

FEBRUARY 19

JUST THE TICKET -- Stars Andy Garcia and Andie MacDowell co-produced this comedy, set in New York City, which focuses on a shady ticket scalper with just one chance to redeem himself in the eyes of his long-suffering girlfriend.

OCTOBER SKY -- Young star Jake Gyllenhaal plays Homer Hickam Jr., who escaped the West Virginia coal mines to become a rocket engineer in this drama, based Hickam's autobiography "Rocket Boys." Chris Cooper and Laura Dern co-star.

OFFICE SPACE -- Jennifer Aniston stars in this live-action comedy from "Beavis and Butt-head" and "King of the Hill" creator Mike Judge, which is based on his first animated short film.

FEBRUARY 26

THE CORRUPTOR -- Action thriller about an idealistic NYPD rookie (Mark Wahlberg, from "The Big Hit") who investigates corruption within the department. Hong Kong action star Chow Yun-Fat ("The Replacement Killers") co-stars.

8MM -- Thriller starring Nicolas Cage as a private investigator whose life is turned upside down when he comes into possession of a "snuff" film, and looks into the fate of the woman who appears to have been killed. Directed by Joel Schumacher ("Batman and Robin").

200 CIGARETTES -- Ensemble comedy starring Ben Affleck, David Chappelle, Courtney Love, Jay Mohr, Christina Ricci, Martha Plimpton and Paul Rudd as just some of the many guests at a New Year's Eve party in New York's East Village, circa 1981.

MARCH 5

ANALYZE THIS -- Billy Crystal and Robert De Niro team up for this comedy about a crime lord who seeks counseling for his sudden panic attacks. Crystal stars as a psychiatrist, who helps the unsure gangster (De Niro) rise to the top.

CRUEL INTENTIONS -- "Dangerous Liaisons" for the "Dawson's Creek" crowd. This black comedy stars Sarah Michelle Gellar (TV's "Buffy the Vampire Slayer") and Ryan Phillippe as step-siblings who manipulate their classmates (including Reese Witherspoon, from "Pleasantville").

THE OTHER SISTER -- Filmmaker Garry Marshall ("A Smile Like Yours") wrote and directed this comedy/drama about a mentally challenged young woman (Juliette Lewis) who clashes with her domineering mother (Diane Keaton) on matters of love.

MARCH 12

BABY GENIUSES -- Kathleen Turner stars in this kiddie comedy as a scientist. When she accidentally creates a handful of superintelligent toddlers they wreak havoc on her top-secret experiments. Christopher Lloyd, Peter MacNicol (TV's "Ally McBeal") and Kim Cattrall co-star.

CARRIE 2 -- Sequel to the 1976 Brian De Palma horror film, starring Emily Bergl as a teen with telekinetic powers. Amy Irving reprises her role as Sue Snell, who tries to help the girl comes to term with her newfound abilities.

DAIRY QUEENS -- Comedic pseudo-documentary following a town's obsession with its teenage talent competition. The all-star cast includes Kirstie Alley, Ellen Barkin, Kirsten Dunst and Denise Richards.

THE DEEP END OF THE OCEAN -- Michelle Pfeiffer and Treat Williams star in this drama as a married couple who are reunited with their son -- who was kidnapped nine years earlier. Based on the best-selling novel by Jacquelyn Mitchard.

THE KING AND I -- Not the upcoming dramatic remake starring Jodie Foster. This animated feature from filmmaker Richard Rich ("The Swan Princess") adapts the Rodgers & Hammerstein stage musical about the romance between an independent female schoolteacher and the King of Siam.

TRUE CRIME -- Clint Eastwood directs and stars as an alcoholic reporter trying to stop the execution of an innocent man in this dramatic thriller, based on the best-selling novel. Denis Leary, James Woods and Diane Venora co-star.

20 DATES -- Aspiring filmmaker Myles Berkowitz chronicles his efforts to go on as many dates as possible within a month in this comedic documentary, which was a hit at the 1998 Slamdance Film Festival.

MARCH 19

LOCK, STOCK & TWO SMOKING BARRELS -- Already a hit in England, this comedic crime thriller follows four working-class stiffs who turn to crime in order to pay off their debts. A selection of the 1999 Sundance Film Festival.

MARCH 26

EDtv -- Matthew McConaughey stars in director Ron Howard's newest, a comedy about an unambitious video store clerk who agrees to have his life videotaped as part of a 24-hour-a-day television program. Jenna Elfman, Woody Harrelson and Ellen DeGeneres co-star.

GO -- "Swingers" director Doug Liman returns with this black comedy about the misadventures of a group of young Los Angelenos. The cast includes TV stars Katie Holmes and Scott Wolf, Sarah Polley and Jay Mohr. A selection of the 1999 Sundance Film Festival.

THE OUT-OF-TOWNERS -- "Housesitter" co-stars Steve Martin and Goldie Hawn reunite for this remake of the 1970 comedy, based on Neil Simon's play about a Midwestern couple who experience a series of calamities when they visit to the Big Apple.

APRIl 2

THE MOD SQUAD -- A '90s big-screen update of the cult television series, starring Claire Danes, Giovanni Ribisi ("Saving Private Ryan") and Omar Epps as three juvenile delinquents who are recruited to work as undercover police operatives.

APRIL 9

THE THIRTEENTH FLOOR -- "Godzilla" filmmaker Roland Emmerich produced this science-fiction thriller about a programming genius who creates an alternate reality on a computer chip -- one that becomes frighteningly real when he is accused of murder.

APRIL 16

LIFE -- Eddie Murphy and Martin Lawrence team up for this comedy about the friendship between two men serving life sentences in prison for murder -- crimes they did not commit.

MOLLY -- Dramatic remake of the 1968 film "Charly," starring Elisabeth Shue as a mentally challenged woman who undergoes experiments to increase her intelligence. Aaron Eckhart and Jill Hennessy co-star.

APRIL 23

IDLE HANDS -- Perhaps inspired by the 1947 thriller "The Beast with Five Fingers," this dark comic horror movie follows this misadventures of a teenage slacker whose hand is "possessed" by Satan.

APRIL 30

BLACK MASK -- Hong Kong action star Jet Li ("Lethal Weapon 4") plays a medically enhanced super soldier who becomes the title character, an avenger who must save the world from the darkest of all evils in this martial-arts spectacular. Dubbed in English.

DICK -- Described by its producers as "historically challenged," this comedy is set in the Watergate-era White House, as two teens (Kirsten Dunst and Michelle Williams) meet President Richard Nixon when they wander away from their tour group.

MAY 7

THE MUMMY -- Brendan Fraser stars as a Foreign Legionnaire who accidentally frees the terrifying title character in this horror/thriller, a remake of the 1932 black-and-white film starring Boris Karloff.

SCHEDULED FOR RELEASE BUT WITHOUT CONFIRMED DATES:

AFFLICTION -- Director Paul Schrader ("Light Sleeper") adapts the Russell Banks novel about an alcoholic sheriff haunted by his tragic past. Nick Nolte, Sissy Spacek and James Coburn star. A selection of the 1998 Sundance Film Festival.

ANOTHER DAY IN PARADISE -- James Woods and Melanie Griffith star as aging Bonnie and Clyde wannabes who become surrogate parents to a pair of teenage criminals in this gritty crime drama, set in 1970s Midwest.

CENTRAL STATION -- Acclaimed Brazilian drama that follows an orphaned boy who is trying to find his father. Winner of the Golden Bear Award for Best Film at the 1998 Berlin Film Festival. In Spanish, with English subtitles.

THE GENERAL -- Winner of the Best Director Award from the 1998 Cannes Film Festival, this drama from filmmaker John Boorman ("Beyond Rangoon") is based on the life of real-life Irish "Robin Hood" Martin Gleeson. In black and white.

THE HI-LO COUNTRY -- Woody Harrelson and Billy Crudup ("Sleepers") star as two cowboys in this post-World War II drama from director Stephen Frears ("Mary Reilly"). Patricia Arquette co-stars as the woman they're both pursuing.

HURLYBURLY -- Based on David Rabe's hit Broadway play, this pull-no-punches drama tries to re-create the atmosphere of the late '80s Hollywood film industry, including the excessive drug use. Sean Penn, Kevin Spacey. Meg Ryan and Garry Shandling co-star.

MYSTERY, ALASKA -- Television producer David E. Kelley ("The Practice," "Ally McBeal") co-wrote and producer this generational hockey drama starring Russell Crowe ("L.A. Confidential"), Mary McCormack, Colm Meaney and Burt Reynolds.

NEVER BEEN KISSED -- Drew Barrymore stars as a shy twentysomething newspaper reporter, who becomes popular when she poses as a high school student in this romantic comedy, which co-stars David Arquette and Molly Shannon (TV's "Saturday Night Live").

STILL CRAZY -- "Mock-umentary" following the reunion of the fictional '70s rock group Strange Fruit and starring British character actors Stephen Rea, Timothy Spall and Billy Connolly.

TEN THINGS I HATE ABOUT YOU -- Shakespeare's "The Taming of the Shrew" gets the "Clueless" treatement with this teen comedy about a sullen high school student who is persuaded to woo his hard-to-get classmate.

THE THEORY OF FLIGHT -- Real-life lovers Kenneth Branagh and Helena Bonham Carter star in this drama about the unlikely romance between a wheelchairbound woman and the artist she befriends.