The second Oakland Underground Film Festival kicks off tonight at the historic Grand Lake Theater with South by Southwest Film Festival favorite Thunder Soul, about the charismatic band leader who turned an inner-city Houston high school's jazz band into a powerful funk outfit, and American Grindhouse, a revealing documentary about cheerfully trashy exploitation cinema. Elsewhere:

1. Federico Fellini's 8½
Where:Red Vic Movie House, 1727 Haight St., 415-668-3994
When: Sept. 26-27
Why: Marcello Mastroianni stars in Fellini's 1963 masterpiece as a director whose film and personal life is swiftly falling apart. The wondrous, dreamlike drama, a reflection of the Fellini's own frustrations with a then-stagnating career, won the Academy Award for Best Foreign Film, and returns to the Red Vic this Sunday with a handsomely restored 35-millimeter print.

2. Jack Goes Boating
Where: Embarcadero Center Cinema, 1 Embarcadero Ctr., 415-352-0835
When: All Week
Why: Philip Seymour Hoffman directs and stars opposite Amy Ryan (Gone Baby Gone) in this slow-burning romantic comedy, a loving adaptation of Robert Glaudini's off-Broadway hit, also featuring Hoffman and co-stars John Ortiz (Public Enemies) and Daphne Rubin-Vega. Hoffman's behind-the-camera debut is promising, a deftly nuanced showcase for the towering performances of its four leads.

3. Howl
Where: Embarcadero Center Cinema, 1 Embarcadero Ctr., 415-352-0835
When: All Week
Why:Celluloid Closet directors Rob Epstein and Jeffrey Friedman, who will host the 7:30 p.m. screenings this Friday and Saturday, return with Howl, an ambitious big-screen adaptation of Beat poet Allen Ginsberg's seminal work. Their latest is a heady mix of courtroom drama, recalling the obscenity charges leveled at the poem and its publisher, Lawrence Ferlinghetti of City Lights Books, and a dramatic reading of the four-part work, accompanied by brilliant illustrations, by the actor playing Ginsberg, James Franco.

4. Never Let Me Go
Where: Embarcadero Center Cinema, 1 Embarcadero Ctr., 415-352-0835
When: All Week
Why:Mark Romanek's adaptation of Kazuo Ishiguro's dystopian coming-of-age fantasy contains scenes of such raw emotion that it's no wonder some have hailed it a masterpiece. And the powerfully plaintive performances of Carey Mulligan (An Education) and Spider-Man-to-be Andrew Garfield, heighten the illusion. Yet what we're left with, in this story of clones raised to donate their vital organs to the point of "completion" – a cold euphemism for death – is a clinical melodrama that raises more questions than it answers.

5. The Town
Where: Balboa Theater, 3630 Balboa St., 415-221-8184
When: All Week
Why: The boy from the wrong side of the tracks falling for the girl who brings out the best in him is a familiar story, but The Town, a robustly constructed heist drama about a former hockey star (Ben Affleck) who robs banks and armored trucks for a living, makes it work. Based on Chuck Hogan’s novel Prince of Thieves, the movie finds Affleck, who also directed and co-wrote the screenplay, mining his Boston hometown for potent pulp fiction.

6. I Am Love
Where:Red Vic Movie House, 1727 Haight St., 415-668-3994
When: Sept. 28-29
Why: Tilda Swinton stars in Luca Guadagnino's seductive Italian drama as a Russian immigrant married into a wealthy Milanese family, awakened, fulfilled and, finally, ruined by her affair with a young chef. Rather than condemn her infidelity, though, Guadagnino seems to celebrate her submission to long-neglected desire; his is an astutely observed portrait of passion in conflict with tradition, and the lengths Swinton's unhappy heroine will go to find the intimacy she craves.

7. Mademoiselle Chambon
Where:Clay Theatre, 2261 Fillmore St., 415-346-1124
When: All Week
Why: The Clay soldiers on with Stéphane Brizé's Chambon, an affecting romance about a happily married contractor who falls for his son's schoolteacher, played by César nominee Sandrine Kiberlain. A modern-day Brief Encounter, their love story is, at times, too restrained for its own good, but the subtleties of Brizé's screenplay are integral to its understated charm.