Steven Spielberg directed and wrote the screenplay for this unfinished Stanley Kubrick project, who had numerous talks with Spielberg about the project before his death. Spielberg worked from Kubrick's drawings and ideas to finish this project that Kubrick specifically asked Spielberg to direct. The result is another Spielberg special effects visual treat, with a dark vision of the future and commentary about our interaction with the things that we create.

In the future, the ice caps have melted and most of the low level land we now know, such as New York City is submerged by the rising waters. Humankind has developed sophisticated robots to help with all kinds of tasks. Inventor William Hurt proposes in the opening sequence to take the next step in "mecha" development by making s new generation of robots that will simulate "love". His result is David, played by Haley Joel Osment, who is sent to live with a family whose own "real" boy is in a coma. The first part of the film deals with David and his "mother", played by Frances O'Connor She is having a hard time getting used to the boy but slowly grows to accept him. When David's emotions are finally turned on, the mother finally accepts him. As David learns from his experiences, he begins to act more human and the experiment seems to be a great success. However, the family's son awakens from his coma and comes home. Soon David is once again just a robot to the family. When an incident occurs that puts the real child in danger, O'Connor drops off David in the woods, where abandoned and broken robots forge for spare parts. David has been programmed to love his mother and sets out on a quest to find the "Blue Fairy" from Pinocchio to make him a real boy. He believes that only then will his mother love and accept him again. This is not the first time Spielberg has used Pinocchio as a theme vehicle; it was also prominent in "Close Encounters Of The Third Kind". Along the way he meets Jude Law, who plays a mecha named Gigolo Joe, whose purpose is to provide sexual services. Both are rounded up for a Flesh Fair, where humans destroy robots for amusement in a carnival-like atmosphere. They escape and eventually reach the spectacular Rouge City, in search of answers for David. Osment puts in a magnificent performance as David, ranging from nearly robotic beginnings to a caring and feeling being with one quest in life. Law's performance is more robotic in nature and uses quick head movements and a short, Fred Astaire-like shuffle to enhance his character. O'Connor, as the mom, has the most complicated and challenging role, as her range of emotions must vary greatly throughout her parts in the film.

Excellent photography from Janusz Kaminski lays the foundation for the special effects film. ILM was the special effects team used in many scenes and have a familiar look and feel of a Spielberg film. The blue night "Disney" sky, soft lighting, a rising moon, and state of the art, believable special effects are all highlights of most Spielberg films. One special character created for the film was a robotic teddy bear named "Teddy", who is David's companion through most of the film. This is a Teddy Bear with attitude" I am not a toy!" created by Stan Winston and company using sophisticated puppetry, animatronics, and cgi for some shots. The disc is flawless and presents the anamorphic widescreen picture with sharp images and accurate colors. An excellent choice of sound options is on the disc, with DTS English being the most powerful and spectacular. The John Williams soundtrack fits right in and has a major impact on scenes. Channel separation and imaging is excellent for a surround system.

The two disc set contains a second disc of extras, making it a very good value. We still don't get any running commentary on the disc from Spielberg, but this is as close as we have so far. There are a number of short featurettes involving the production of the film with interviews with Spielberg, Stan Winston, the ILM special effects team, and other productions teams. Interviews with cast members are also featured in a "making of feature". The second disc explores every aspect of the film, from its roots as a Kubrick project, Spielberg's dedication to getting the project done as a tribute to Kubrick, the cast's preparation, and make-up and special effects features. Haley Joel Osment comments that the hardest part about acting in this film was not blinking. The disc also contains a huge archives section, with original concept drawings and storyboards, still photography, and trailers personally approved by Spielberg for this disc set. The disc contains a Spielberg commentary about the future and out interaction with technology during a runover of the credits for the DVD, which is interesting and unusual for the director.

Another magnificent film for Spielberg, with incredible special effects and excellent acting performances from the cast. The story is bitter sweet, with a heart tugging ending. The double disc set is an excellent value and streets for less than $20.00. Spielberg fans should not pass this one up.