Steven Spielberg inherited this project from Stanley Kubrick, who tinkered with it for nearly two decades before his death in 1999. But it could just as well be an offshoot of BLADE RUNNER (1982), driven by the same fundamental questions: How perfectly can we duplicate ourselves in synthetic beings before we must wonder what makes us human and them not? And having created them, what do we owe them? In the future, weather patterns have run amok, the seas have risen to swallow coastal cities and Earth's battered ecosystem can support only so many of us. The poor have drowned and starved; in their place, robots — "mechas" who consume no resources — cater to the needs of the prosperous few. Childbearing is strictly regulated, and in the yearnings of childless couples Professor Hobby (William Hurt) sees an opportunity: artificial children, programmed to love like the real thing. Hobby's prototype, cherubic David (Haley Joel Osment), is tested on Henry and Monica Swinton (Sam Robards, Frances O'Connor), whose terminally ill son, Martin (Jake Thomas), lies in cryogenic deep-freeze awaiting a cure. Though David is designed to love Monica, she loves him back freely and of her own will, eventually even giving him Martin's old super-intelligent teddy bear, Teddy (who nearly steals the film from his flesh-and-blood co-stars). Then a miracle brings disaster in its wake: Martin comes home, and his intense jealousy of his not-quite-sibling dictates that one boy must go. Monica flouts her agreement with David's manufacturer; rather than return him to be destroyed, she lets him loose in the woods, with a warning to seek out his own kind and avoid people. David, tearful and uncomprehending, turns to the tale of Pinocchio to make sense of his abandonment: If he can somehow become a real boy, he reasons, Monica will let him come home. David finds a reluctant protector in Gigolo Joe (Jude Law, whose presence jolts the film to life and whose absence is devastating), a sex 'bot on the run from the law, and begins to seek his place in a world in which mechas are widely hated and brutally destroyed at sadistic "Flesh Fairs," half demolition derby, half rock concert, all vicious spectacle. It's pointless to wonder what Kubrick would have made of this evocative material. He had his chance and apparently suggested more than once that it was more up Spielberg's alley than his own, by which he presumably meant that it lent itself to sentiment and spectacle. But it's also Spielberg's grimmest film in years (with the obvious exception of SCHINDLER'S LIST), genuinely disturbing in its emotional violence even as it ignores the story's logical climax in order to end with a long, bittersweet coda that drowns the bitter in the sweet. It's a one third of a great movie (the middle third), a slickly crafted fable shot with haunting poetry but undermined by sentimentality.