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Brad Pitt, Sean Penn & Johnny Depp Lead Glamorous Cannes Film Festival Lineup

Tree of Life Fox Searchlight

The Croisette is in full bloom this year.

There will be plenty of flashbulbs popping at the 64th Cannes Film Festival as Brad Pitt and Sean Penn walk the red carpet on behalf of Terrence Malick's new film, Tree of Life, while Johnny Depp turns up for the world premiere of Pirates of the Caribbean: On Stranger Tides.

The three are among a bevy of Tinseltown stars and acclaimed international filmmakers heading to the French Riviera next month for the annual 10-day affair that kicks off May 11 with Woody Allen's latest, Midnight In Paris, starring Rachel McAdams, Owen Wilson, Marion Cotillard and Adrien Brody.

MORE: Take a look back at E! Online's coverage of the 2010 Cannes Film Festival

Heading up the Cannes jury this year is all-around goodfella Robert De Niro who, with a panel of judges that's yet to be unveiled, will decide which among the 19 movies in competition will receive the coveted Palme d'Or, or Golden Palm.

No doubt, Malick's Tree of Life, the sole U.S. entry, will be a strong contender, especially since festival organizers waited over a year for the famed director to finish work on the secretive period piece, which follows a young Texan's journey from innocence to adulthood in the 1950s.   

Another notable title sure to please cinephiles and star-watchers alike will be Drive, an action drama from Danish helmer Nicolas Winding Refn (Bronson) about a Hollywood stuntman who moonlights as a getaway driver and learns that a contract has been put out on his life after a heist goes wrong. The flick, which stars Ryan Gosling, Carey Mulligan, Ron Perlman, Christina Hendricks and Albert Brooks, unspools Stateside in September.

Refn's fellow Dane, Mr. Enfant Terrible himself, Lars Von Trier, will also be vying for the top prize with his sci-fi melodrama, Melancholia, headlined by  Kirsten Dunst, Charlotte Gainsbourg, Kiefer Sutherland and Charlotte Rampling in a story about two sisters who find their relationship challenged as a nearby planet threatens to collide with earth.

Other notable entries include: Pedro Almodovar's The Skin That I Live In, which reunites him with Antonio Banderas and will be the first time one of his movies premieres at Cannes before being released in his native Spain; British director Lynne Ramsay's much buzzed about drama, We Need To Talk About Kevin, featuring John C. Reilly and Tilda Swinton; Belgian sibling auteurs and Cannes veterans Jean-Pierre and Luc Dardenne's Set Me Free; and Italian filmmaker Nanni Moretti's We Have a Pope, starring Michel Piccoli.

Screening in the sidebar category, Un Certain Regard, will be Gus Van Sant's Restless with Mia Wasikowska and Jane Adams; Sean Durkin's Martha Marcy May Marlene, starring Elizabeth Olsen playing a damaged woman escaping a cult; and The Day He Arrives from Korean director Hong Sangsoo, who won the Un Certain Regard honor last year.

As usual, there will be a number of films screening out of competition that will provide plenty of star wattage, chief among them the new Pirates Of the Caribbean flick, which will see Penélope Cruz grace the Croissette; and Jodie Foster's quirky drama, The Beaver, which may or may not mark the big screen comeback of Mel Gibson.

All told, this year's Cannes Film Festival, which runs May 11 through May 22, sports 49 feature films from 33 different countries including 44 world premieres.

Here's a complete rundown of the flicks competing for the Palme d'Or:

• Drive, Nicolas Winding Refn (Denmark)
• Footnote, Josef Cedar (Israel)
• Hanezu no Tsuki, Naomi Kawase (Japan)
• Hara-kiri: Death of a Samurai, Takashi Miike (Japan)
• Le Gamin Au Vélo (Set Me Free) Jean-Pierre and Luc Dardenne (France)
L'apollonide (Souvenirs de la maison close), Bertrand Bonello (France)
• Le Havre, Aki Kaurismaki (Finland-France-Germany)
• Once Upon a Time in Anatolia, Nuri Bilge Ceylan (Turkey)
• Melancholia, Lars von Trier (Denmark-Sweden-France-Germany-Italy)
• Michael, Markus Schleinzer (Austria)
• Pater, Alain Cavalier (France)
• Polisse, Maiwenn (France)
• The Skin That I Live In, Pedro Almodovar (Spain)
• Sleeping Beauty, Julia Leigh (Australia)
• La Source des Femmes, Radu Mihaileanu (Belgium-Italy-France)
• This Must Be the Place, Paolo Sorrentino (Italy)
• The Tree of Life, Terrence Malick (U.S.)
• We Have a Pope, Nanni Moretti (Italy-France)
• We Need to Talk About Kevin, Lynne Ramsay (U.K.)

PHOTOS: Cannes 2011  Buzz Films

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