Bernardo Villela is like a mallrat except at the movies. He is a writer, director, editor and film enthusiast who seeks to continue to explore and learn about cinema, chronicle the journey and share his findings.
Might not catch any of the “Champagne” carpet or the pre-show, but I will be watching the show.
If you want to demystify the Oscars, and hate life a little more, read a some anonymous voter articles like this or this. These are helpful to me to keep the awards in perspective.
Vanity Fair has written some great retrospectives on some previous shows that have only gotten worse with age like 2003. Or the you can look for what was written about beginning of the new nadir we’re in 1998 when Harvey Weinstein broke the Oscars even more than it was and the Academy hasn’t really taken any strides to curb campaign spending, but god forbid Academy members go on social media to talk up a performance.
The show’s starting in a minute so a thought on the no-win host situation. I think Jimmy Kimmel’s return is handled as well and as funnily as it can be in this video.
I know much of America will be watching the season finale of The Last of Us tonight. As will I. Unlike most, I will pause the Oscars watch the show then go back to the Oscars.
The decline in popularity of the Oscars is not a simple riddle to solve. The factors are varied.
The divergence between what is popular and what is nominated was foreseeable since the end of the studio system. However, that didn’t really pan out on Oscar night until the late 90s. The revolution of American independents had less to do with it than it did first with Weinstein’s new campaigning tactics and then with further fragmentation of the audience with streaming and now with dwindling theatrical attendance post-pandemic. All these factors and more have driven down viewership over the years.
In short the magic and glamour people associate with old-school Oscars are tinged by many things: it was the studio super-production of the year, the system manicured personae far more back then and embellished legends, such that award shows and the like where they appeared were further hyped. Being a film history buff or a child of a bygone era adds nostalgia to the belief that the Oscar are no longer what they were.
And they’re not because these things always change. But one thing that is undeniable when there are fewer universally viewed nominees than in previous eras means there is less excitement—or even basic interest—among the average movie fan. That has been the case in the past few years, however, I don’t anticipate this years high-grossing class will bring in that much interest.
Putting this here to commemorate the first and perhaps only Oscars reference of Encino Man.
Dwayne Johnson and Emily Blunt are the first presenters. More Jungle Cruise?
Best Animated Film
Best Animated Film has been around for a little over 20 years. It still feels like a novelty in large part because of how the Academy treats it.
This article were many animators are spoken to shines quite a bit of light onto the problem. One issue that’s obvious to everyone is a little similar to how Best Animated Short Film began.
The first 13 prizes went to either a Walt Disney or Fred Quimby production. Disney’s wins were for shorts that were Silly Symphonies or starred their core characters. Quimby’s MGM shorts were all Tom and Jerry shorts. In 1947 Warner Brothers finally won with a Silvester and Tweety short.
Better intro to the category this year.
I didn’t do great catching up on the Oscar nominees before the ceremony. I hope to afterward. Glad to see it’s not a Disney film for a change.
It’s been quite an emotional start to the night.
I mentioned it in my BAM Awards that actors from the same movie nominated against each other don’t normally trade-off wins but they usually get canceled out. When Jamie Lee Curtis won the SAG Awards that was when I had a feeling that she was going to get the Oscar because of how big a voting block actors are.
When Navalny wins Best Documentary…
I’m trying to remember if two actors from an upcoming film have come to show a clip of an upcoming film before. Of course, the Oscars are on ABC so it’s not like anyone can stop it.
All Quiet on the Western Front is near the top of my must-see list.
And we’re back…
Fitting for the Discovery acquistion of Warner Bros. the Oscars are looking back on their 100 years rather than plugging an upcming release like Disney go to.
Julia Louis-Dreyfus dropping the National Lampoons Chirstmas Vacation reference.
A song from an Indian film being up for an Oscar is overdue.
Is it me or are Antonio and Salma always introducing International Feature now?
I’m all for international films being nominated, but when only one in the Feature is also up for Bes Picture it’s a dead giveaway.
So far as Best Animated Short is concerned please do search out all the nominees. I did see this program this year and they’re all quite good. My favorite was An Ostrich Told Me the World is Fake and I Think I Believe Him.
“Basically a scrotum…” – Hugh Grant. Line of the night.
Yay, Cocaine Bear!
Resonable minds can differ on whether Jimmy Kimmel’s Robert Blake/In Memoriam joke was tasteful, but the seed of it is truthful: the Oscars In Memoriam is imperfect, political, and pales in comparison to what TCM does annually.
Having said that John Travolta’s introduction was truly moving and for once the musical acompaniment didn’t feel like a distraction. The link to the Academy’s page for a fuller appreciation is also a good touch.
Good on “Naatu Naatu” winning Best Original Song.
The live blog is not ideal for a night like this because this has been one of the best shows in a while.
A24 has deserves its followers because they dare to be different when most do not want to.
Closing thought for the night: predictability does not necessarily mean a bad show.
This year felt like a split. Telling you precisely why I picked Crimes of the Future is tough in part because as it unfolded there was a tremendous interplay of ideas about creation, art, viewership, life, and death. Specific notes might be taken upon my next viewing. For now, suffice it to say that there was a repulsion/attraction to this film, identification with and fear of the themes, yet also its playful with filmic tropes. It’s a layered film worth revisiting that I think might garner more of an audience in years to come.
This was a year that felt like a split. Spielberg’s work in The Fabelmans is so assured it seems effortless, and we all know it’s not. He can still tug on heartstrings as well as anyone, but here also it occurs with ease and without coercion. Emotions are felt acutely like in any great film and the accomplishment is so superlative. It his testament to his lifelong love that gifts us another wonderful film.
Animation is a medium, not a genre. It doesn’t inherently mean the work is made for children. Mad God is virtually without dialogue and is a mind-blowing affair that as it goes on creates its own rhythm and meaning. If you want to challenge your preconceived notions about the medium and other things, check this out.
David Brenner, James Cameron, John Refoua, Stephen E. Rivkin Avatar: The Way of Water
Sarah Broshar, Michael Kahn The Fabelmans
Christopher Donaldson Crimes of the Future
Elliot Greenberg Smile
Yorgos Mavropsaridis The Cursed
Aside from the sequence above, The Cursed also crosscuts through time. There are transformations, varied locations and the edits always work to heighten tension, add layers and create meaning.
The leading ladies in this category for the most part kicked butt in the physical sense, but all of them of course had battles to wage. The battles Michelle Yeoh wages in Everything Everywhere All At Once are intergenerational, timeless, intense and put all her range on display.
Nicolas Cage The Unbearable Weight of Massive Talent
Daniel Craig Glass Onion
Viggo Mortensen Crimes of the Future
I knew Tom Hanks would win his second consecutive Oscar. People who weren’t sure he would were thinking about history and how back-to-back hadn’t occurred since Spencer Tracy in 1937 and 1938. The reason I “knew” was naivety really. I thought Hanks deserved to win regardless. The Oscars don’t often care about who deserves it, but since in my awards “deserves” is all that matters I asked myself would I only not pick Cage because he won last year? When I realized that was true I also realized what my favorite performance of the year was.
Jamie Lee Curtis Everything Everywhere All At Once
Stephanie Hsu Everything Everywhere All At Once
Thuso Mbedu The Woman King
Whether here or in other award shows, typically two nominees from the same movie in the same category that doesn’t bode well for either of those nominees winning. That’s not been the case this year with Best Supporting Actor and my awards are no different. It was hard to decide between Jamie Lee Curtis and Stephanie Hsu, but the emotional charge in Hsu’s scenes were undeniable.
Pedro Pascal The Unbearable Weight of Massive Talent
Ke Huy Quan Eveything Everywhere All At Once
Donald Sutherland Mr. Harrigan’s Phone
Ke Huy Quan had a small role in a Netflix film called Finding Ohana. When I saw that I thought it was nice to see him working again but that was all. It wasn’t a role that challenged him. I certainly didn’t expect the powerhouse turn he gave in Everything Everywhere All At Once.
The Innocents is a movie that doesn’t jolt, instead it gets under your skin. To accomplish that a lot hinges on performance. Rakel Lenora Fløttum can unnerve with a smile and through stoic delivery rather than modulation.
To be a lead in a film and have an emotional arc and carry the dramatic moments is hard enough, to play a lead and to be a comedic foil against one of the current masters of the one-liner with impeccable timing is even harder, to do both is so near impossible that when it’s accomplished, you’re now a bona fide star. And that’s exactly what Walker Scobell did in The Adam Project.
In The Black Phone Madeleine McGraw runs the full gamut: in moments of doubt she prays to a God she fears might not be there, she says what she’s thinking to the cops when she’s angry with them and talks to them calmly when they want her help, she fights for her brother, cowers from her father, and plays action hero when she has visions.
Due to the fact that Max Mackintosh’s character doesn’t just disappear like many young victim’s in horror films, The Cursed begins to set itself apart. What happens when he returns is what makes is special. Max Mackintosh’s ability to convey fear, to be the audience’s conduit into the story, and to later convey true terror and fear are what makes him stand out in this talented field.
Trinity Jo-Li Bliss, Jack Champion, Britain Dalton, Bailey Bass, Duane Evns, Jr. Avatar: The Way of Water
Kylie Rodgers, Andre Robinson, Kaylee Blosenski, Aryan Simhadri, Leo Abelo Perry, Mykal-Michelle Harris, Christian Cote, Sebastian Cote, Alijah Francis Cheaper by the Dozen
Max Mackintosh, Tommy Rodger, Millie Kiss, Tom Sweet, Áine Rose Daley The Cursed
Mateo Zoryon Francis-DeFord, Keeley Karsten, Alina Bruce, Julia Butters, Birdie Borria, Sophia Kopera, Sam Rechner, Oakes Fegley, Isabelle Kusman, Chandler Lovelle The Fabelmans
Walker Scobell, Keith L. Williams, Momona Tamada, Abby Jane Witherspoon, Kezii Curtis Secret Headquarters
Mason Thames, Madeline McGraw, Miguel Cazarez Mora, Rebecca Clarke, J. Gaven Wilde, Spencer Fitzgerald, Jordan Isaiah White, Brady Ryan, Tristan Pravong, Jacob Moran, Brandy Hepner, Banks Repeta The Black Phone
The kids in The Black Phone have to play, in some cases, both dead and alive. Whether they cross that divide or not in many cases they aren’t interacting with the adults in the story, they are alone or playing off each other. When they are faced off with adults its combative. Without them this film would’ve had no chance of working.
Boyd Holbrook, Kelly Reilly, Alistair Petrie, Roxane Duran, Nigel Betts, Stuart Bowman, Simon Kunz, Amelia Crouch, Max Mackintosh, Tommy Rodger, Áine Rose Daly, Millie Kiss, Tom Sweet, et al. The Cursed
Michelle Yeoh, Stephanie Hsu, Ke Huy Quan, James Hong, Jamie Lee Curtis, Tallie Medel, Jenny Slate, Biff Wiff, et al. Everything Everywhere All At Once
Michelle Williams, Paul Dano, Seth Rogen, Gabriel Labelle, Mateo Zoryon Francis-DeFord, Keeley Karsten, Alina Bruce, Julia Butters, Birdie Borria, Judd Hirsch, Sophia Kopera, Jeannie Berlin, Robin Bartlett, Sam Rechner, Oakes Fegley, Isabelle Kusman, Chandler Lovelle, et al. The Fabelmans
Daniel Craig, Edward Norton, Janelle Monáe, Kathryn Hahn, Leslie Odom Jr.,Kate Hudosn, Dave Bautista, Jessica Henwick, Madeline Cline, Noah Segan, Jackie Hoffman, Dallas Roberts, Ethan Hawke, Hugh Grant et al. Glass Onion
Viola Davis, Thuso Mbedu, Lashana Lynch, Sheila Atim, John Boyega, Jordan Bolger, Hero Fiennes Tiffin, Jimmy Odukoya, Masali Baduza, Jayme Lawson, Adrienne Warren, Chioma Umeala, et al. The Woman King
The work of all these casts is of course exceptional, what separates the cast of Everything Everywhere All At Once is that they have to play a consistent storyline in varying modalities and genres. Previous moment meets present genre to make a cohesive whole (not unlike the everything bagel) and it does so in large part due to the commitment of all of its players.
Tom Gormican, Kevin Etten The Unbearable Weight of Massive Talent
Daniel Kwan, Dan Scheiner Everything Everywhere All at Once
Jordan Peele Nope
Steven Spielberg, Tony Kushner The Fabelmans
What you get in these Best Original Screenplay nominees is reinventions: reinvention of werewolf lore, reinvention of first-generation American family dramas, alien invasions, artists as young men, and Nicolas Cage. What makes the Unbearable Weight so exceptional is that it plays on persona, genre tropes, and film as metaphor for life in ways both humorous and profound.
Scott Derrickson, C. Robert Cargill and Joe Hill The Black Phone
James Vanderbilt, Guy Busick, Kevin Williamson Scream
Rian Johnson Glass Onion
The common thread of these adapted screenplay nominations is the unexpected twist on the expected story. In Prey to have the Predator encounter a Comanche tribe centuries ago makes the series feel refreshed and more vital than ever. The changes to Joe Hill’s short story “The Black Phone” are cinematic and perfect. The Glass Onion takes a well-known trope of a man and makes his disassembly as surprisingly exacting as it is hilarious. When Scream returns you expect precise dissection of horror tropes, but feeling as if the series had never left and didn’t miss a beat and could swing as big at the current state of play was a pleasant surprise. However, while it might seem as if adapting one’s own earlier feature into a new version might seem simple but Cronenberg made this version of Crimes of the Future as apropos to 2022 as the original was to 1970, perhaps more so.
In this category I have one hold-over from last year’s awards season. Delbonnel’s black and white work is so stunning that deserves the recognition though it was a January wide release. It can be easy to be numbed to Kaminski’s brilliance, but he brings brilliance and luminescence to Spielberg’s images like no one else has. Seiple films many worlds and conveys them as one because they are. Mandy Walker makes Elvis’s life a show and shows us his life. However, what Sarroff does in Smile is to move the camera so smoothly and persistently, twisting big and small as the world around the characters turns upside down.
Awarding Avatar Best Visual Effects might seem like a no-brainer, but for the edition to top what it did visually the first time around was expected, to exceed that to reach the cutting edge again and to also be the most successful high frame-rate I’ve seen so far is not to be overlooked.
Cody Carpenter, John Carpenter, Daniel A. Davies Firestarter
Howard Shore Crimes of the Future
Cristobal Tapia de Veer Smile
John Williams The Fabelmans
John Williams’ music is almost indistinguishable from the classical pieces that Mitzi plays; Terence Blanchard’s score, like The Woman King, deserved more recognition this awards season; Tapia de Veer’s music is a huge part of why Smile is so unnerving; The Carpenters and Daniel A. Davies outdid their Halloween work in the Firestarter remake; however, Howard Shore’s work on Crimes of the Future is not only his best in some time but sets the surreal and unsettling tone from the beginning. Listen to it here.
The performances by Austin Butler and the select few non-Elvis singers in this film are a large part of what had me almost create two best song categories. Ultimately, I had to decide how to handle these two categories because the real possibility existed of having songs from Elvis be multiple if not all Best Song nominations and Best Soundtrack. Elvis’s work is a shortcut to Best Soundtrack but the performances in this film make it a worthy victory.
“One Way or Another” Bette Middler, Sarah Jessica Parker & Kathy Najimy Hocus Pocus 2
“Good Afternoon” Spirited Ryan Reynolds, Will Ferrell, The Spirited Ensemble Spirited
This year I came close to creating two best song categories to recognize both covers and originals. Combining the performance of the number with how intrinsic the song was to the film is what placed “On Broadway (Busking Version)” over the other deserving nominees.
With these art direction nominees, there are other worlds rendered on screen, other eras, what puts Barbarian above the fray is that there are figurative worlds created, even for fleeting moments, that are vivid: the apartment of a Hollywood player (not pictured), juxtaposes against a suburban house turned AirBnB, the long corridor and underworld it hides, and also the past of the same neighborhood and house. The art direction is as much a part of making the mundane horrific as the characters are.
With costume design I tend to gravitate toward projects that are not just period pieces. This can mean multiple periods if they’re period at all or more toward the fantastical realm. Catherine Martin’s work in Elvis covers the 20+ year trajectory of Elvis’s career and his stage-wear was always a bit more fantastic, a bit more extra than anything else anyone was wearing. This representation of Elvis’s bigger-than-life attire puts the film over the top.
Gary Rydstrom, James Mather, Al Nelson Top Gun: Maverick
The soudtrack of a film is perhaps the most visceral way to drive home intended emotion. All these films do an exceptional job of that, but in a movie that derives many of its scares from creepy smiles and what follows immediately thereafter, Smile does a brilliant job of infusing it soundteack with inherently unnerving and discordant sounds in both the effects work and music as can be seen in the above video.
Camille Friend, Joel Harlow Black Panther: Wakanda Forever
John Russell, Natasa Krstic Hellraiser
Hair and makeup are also world-building. For the nominated titles they were no small art of selling the story: whether it be the tale of death and rebirth in Wakanda, the outfits and personae of Elvis Presley, the clashing cultures and tumultuous times in Cursed, the novel organs in Crimes of the Future or Hell being raised, hair and makeup is a a crucial storytelling tool in visual media.
It’s a telling indicator about the state of an art form when filmmakers bend over backwards to announce how much practical makeup they used, but those who worked on Hellraiser (2022) did, the use of practicals here was something I expected and thought was necessary but it doesn’t make their work any less impressive.
This award is named after Bergman because when I was set to establish an award of its type his last film blew me away and was nominated for many awards. The idea then is that it’s not a parting shot but rather recognition of someone still very much at the top after many, many years.
Phil Tippett
If you’re already an FX aficionado then you already know Phil Tippett’s name. I knew of him and some of his credits but it wasn’t until I saw Light & Magic that I came to appreciate the depth and breadth of his influence. Not long after that was done streaming on Disney+; Mad God, his stop-motion animation opus 30 years in the making debuted on Shudder.
Even when his stop-motion work isn’t directly seen on screen, for without Phil Tippett’s groundwork and instincts as an animator, the technological advancements made in CG made leading up to Jurassic Park would’ve been meaningless. Static photorealism is useless if the movement doesn’t seem natural and that’s where he was invaluable to the project.
If you want to familiarize yourself with this man’s work Mad God is his prowess on fullest display and from there dive in to his filmography. Much of the filmography you’ve seen but can come to appreciate in a a new way.
Anthony Hopkins
Being a nominee this year for Armageddon Time, Anthony Hopkins already more than fulfills the preferred requirement of working at a high level at the point where he’s being given this lifetime honor. He also recently revisited his Oscar winning character in The Son. Even in roles that don’t have legendary standing, Hopkins has some line-readings that live rent-free in my mind. Whether he’s playing Shakespeare or not Anthony Hopkins brings that kind of exactitude to all of his roles. He’s still more than capable of weaving magic regardless of how much or little he’s given to work with.
This award is one I will present annually to the actor, writer, director or any combination thereof who has in my estimation the best year. The only real criteria is that they have multiple credits. The credits can be two responsibilities on the same film or more than one film. The idea came to me based on Robert Downey, Jr.’s incredible 2008. He was the first winner and the name stuck.
The entertainer of the year award is not always a matter of being in three movies well spaced out during a year, though achieving that formula does help.
Ryan Reynolds has been a favorite of mine for some time in large part because he finds projects and roles that play to his strengths. Within those roles he’s grown but in ways that were part and parcel of the narrative and not a distraction.
His year began with The Adam Project which had plenty of heart, laughs, and cool sci-fi elements (as can be expected from a Sean Levy directed project). What worked best here was Reynolds’ chemistry with Walker Scobell. Reynolds having started acting as a kid surely helped the rapport and they indeed felt like they were the same person.
A bonus to this project was their working together on this commercial.
Then he popped up uncredited and announced (as he tends to do sometimes to great effect) in one of the summer’s best movies Bullet Train.
Finally, his pairing alongside Will Ferrell in Spirited could not have been more inspired and it feels like they are now part of what might be a staple for years to come.
The verisimilitude achieved in Top Gun: Maverick the camera in the cockpit and the amount of real flying by the actors that was done is its greatest achievement and deserving of special recognition.
1996 BAM Award – Best Actress – Sharon Stone Last Dance
This one is a bit of housekeeping and righting a wrong. I’ve written many times the BAM Awards are like a yearbook of my year at the movies. A while back in a brief bout of revisionism (before I ever posted these online) I changed the Best Actress winner. The only real reason I did it was that film was too reminscent of Dead Man Walking. Even though I’ve long chosen these awards in a highly compartmentalized way that decision was incongruous to what I normally do. So, in light of that and the exceptional work Sharon Stone did in this film that deserves recognition she’s restored as a winner for Best Actress in 1996.
I’m committed to not being the olympics, Resse Witherspoon will not have to forfeit her award. On a related note, if you haven’t seen Freewayyou should do so.
A neutron star is one that glows more brightly after it “death,” similarly these filmmakers and actors do. It’s a counterpart to the Lifetime Achievement Award which is intended for filmmakers and actors who are very much alive and kicking.
Jean Painlevé
Jean Painlevé was a pioneer of science documentary and I saw many of his films this past year at last. In most cases they stand up and there’s a hypnotic quality to many of them that people seek to emulate to this very day. His works are known to most now after having been distributed by The Criterion Collection. I’ve seen most of his oeuvre over the course of the last year streaming them on The Criterion Channel. They have also a new feature-length compilation that was just created that includes new music. It’s a testament to the staying power of his work.
The crew at Warner Brothers Animation, not unlike Disney, made some propaganda films during World War II. The Warner series was helmed by Chuck Jones with the voice talents of Mel Blanc and featured a character crafted to show soldiers and citizens what not to do. His name is Private Snafu.
Not many songwriters become iconic to the musical layman. Burt Bacharach did just that. Despite the fact that Butch Cassidy and the Sundance Kid was released 12 years before my birth Burt Bacharach’s music imprinted itself on my childhood through the song “Raindrops Keep Fallin’ on My Head” via B.J. Thomas’s rendition.
Later, he made another pair of impressions on me becoming a surprise mandatory ingredient of the first two Austin Powers films. His cameo amused me and I knew of him by name already. The appearances made him even more indelible.
Trinity Jo-Li Bliss, Jack Champion, Britain Dalton, Bailey Bass, Duane Evns, Jr. Avatar: The Way of Water
Kylie Rodgers, Andre Robinson, Kaylee Blosenski, Aryan Simhadri, Leo Abelo Perry, Mykal-Michelle Harris, Christian Cote, Sebastian Cote, Alijah Francis Cheaper by the Dozen
Max Mackintosh, Tommy Rodger, Millie Kiss, Tom Sweet, Áine Rose Daley The Cursed
Mateo Zoryon Francis-DeFord, Keeley Karsten, Alina Bruce, Julia Butters, Birdie Borria, Sophia Kopera, Sam Rechner, Oakes Fegley, Isabelle Kusman, Chandler Lovelle The Fabelmans
Walker Scobell, Keith L. Williams, Momona Tamada, Abby Jane Witherspoon, Kezii Curtis Secret Headquarters
Mason Thames, Madeline McGraw, Miguel Cazarez Mora, Rebecca Clarke, J. Gaven Wilde, Spencer Fitzgerald, Jordan Isaiah White, Brady Ryan, Tristan Pravong, Jacob Moran, Brandy Hepner, Banks Repeta The Black Phone
Boyd Holbrook, Kelly Reilly, Alistair Petrie, Roxane Duran, Nigel Betts, Stuart Bowman, Simon Kunz, Amelia Crouch, Max Mackintosh, Tommy Rodger, Áine Rose Daly, Millie Kiss, Tom Sweet, et al. The Cursed
Michelle Yeoh, Stephanie Hsu, Ke Huy Quan, James Hong, Jamie Lee Curtis, Tallie Medel, Jenny Slate, Biff Wiff, et al. Everything Everywhere All At Once
Michelle Williams, Paul Dano, Seth Rogen, Gabriel Labelle, Mateo Zoryon Francis-DeFord, Keeley Karsten, Alina Bruce, Julia Butters, Birdie Borria, Judd Hirsch, Sophia Kopera, Jeannie Berlin, Robin Bartlett, Sam Rechner, Oakes Fegley, Isabelle Kusman, Chandler Lovelle, et al. The Fabelmans
Daniel Craig, Edward Norton, Janelle Monáe, Kathryn Hahn, Leslie Odom Jr.,Kate Hudosn, Dave Bautista, Jessica Henwick, Madeline Cline, Noah Segan, Jackie Hoffman, Dallas Roberts, Ethan Hawke, Hugh Grant et al. Glass Onion
Viola Davis, Thuso Mbedu, Lashana Lynch, Sheila Atim, John Boyega, Jordan Bolger, Hero Fiennes Tiffin, Jimmy Odukoya, Masali Baduza, Jayme Lawson, Adrienne Warren, Chioma Umeala, et al. The Woman King
The Movie Rat 