Paramount

The leaves are falling, school is starting, and Oscar season is on its way. You might think it's time to leave summer blockbusters behind, but this fall has something for everyone, from arty indies to 3-D extravaganzas.

Some of these folks, like Julianne Hough and Lea Michele, are familiar faces from the boob tube who are making the leap to movies; and others, like Noomi Rapace, are better known overseas. What they all have in common is that their breakthrough moments are upon us, as sure as school supplies.

Henry Hopper

Starring in: "Restless" (September 16)
So Fresh: When your dad is the late Dennis Hopper, you're pretty much born cool; but Henry's first film as a bona fide grown-up proves he's not messing around with any fluffy stuff. Hopper costars with Mia Wasikowska as Enoch and Annabel, two damaged lovebirds in this multiple hanky film from the esteemed Gus Van Sant. This isn't your typical Nicholas Sparks romantic drama. Annabel has cancer and three months to live, and death-obsessed Enoch's best friend is Hiroshi, the ghost of a Japanese kamikaze pilot. "Restless" drips cool, from Wasikowska's pixie haircut to the delicate, tinkly score from Danny Elfman. Put Hopper down on your "to watch" list of arty young actors with a fabulous future ahead of them.

Sony Pictures Classics

Lily Collins

Starring in: "Abduction" (September 23)
So Fresh: Lily Collins first grabbed our attention in "The Blind Side," and since then, the offers have been rolling in. She's got plenty of projects lined up, like the starring role in Tarsem Singh's upcoming Snow White film and the adaptation of YA hit "The Mortal Instruments," but her first starring role is opposite hunky lycanthrope Taylor Lautner in this fast-paced thriller. Lautner, her rumored ex-beau, has told press peeps, "There is an intense steamy scene," although things stay rather PG-13. Speaking of supernatural critters, she also narrowly escaped getting vamped out in "Priest" with Paul Bettany and another "Twilight"-er, Cam Gigandet. Looks like she's done with those feel-good Sandra Bullock flicks for now.

Lionsgate

Juno Temple

Starring in: "Dirty Girl" (October 7)
So Fresh: Juno Temple is already known across the pond for her role in the wicked schoolgirl romp "St. Trinian's" and its sequel, but her star began to rise here in the U.S. with help from super-hip Gregg Araki's sexy sci-fi film "Kaboom." Her breakout role in "Dirty Girl" is hilarious and sassy, all set to an excellent '80s soundtrack. It's the tale of a girl on the loose, looking for who she is in the world, along with her gay best friend and their "baby," a sack full of flour named Joan (after Jett and Crawford, naturally). A road trip flick that's surprisingly sweet, "Dirty Girl" is just a taste of things to come for Temple, who switches neatly between indies like "Little Birds" and "Jack and Diane" and blockbusters like "The Three Musketeers" and "The Dark Knight Rises."

Weinstein Company

Kenny Wormald

Starring in: "Footloose" (October 14)
So Fresh: This dancin' fool is no joke when it comes to fancy footwork, which is a good thing since he has some big shoes to fill in this remake. Taking on the role of Ren McCormack puts Wormald about half a degree away from Kevin Bacon, who got a big career boost from the role in the 1984 original. (Which, by the way, was the year Wormald was born!) Wormald will have to bring some bite to the role, too, as director Craig Brewer is known for films like "Hustle and Flow" and "Black Snake Moan." What's next for young Wormald? If "Footloose" takes off, the sky -- or the stage or screen -- is the limit.

Paramount

Julianne Hough

Starring in: "Footloose" (October 14)
So Fresh: The Ariel to Wormald's Ren, Hough has busted a move for years on "Dancing With the Stars." This two-time winner rumba-ed her way to number one with speed skater Apolo Anton Ohno and even managed to get Adam Carolla to do the tango. After "Footloose," we'll be seeing Hough in the film adaptation of the rock 'n' roll stage musical "Rock of Ages" as the lead Sherrie Christian; she joins a wild cast that includes Tom Cruise, Malin Akerman, Bryan Cranston, Russell Brand, Paul Giamatti, Alec Baldwin and other big names. It looks like Hough's dancing feet will be taking her far.

Paramount

Mary Elizabeth Winstead

Starring in: "The Thing" (October 14)
So Fresh: In this prequel to John Carpenter's terrifying 1982 movie, Winstead takes a flamethrower to her "Scott Pilgrim" alter ego Ramona Flowers, not to mention a whole buttload of slimy, gooey, awful aliens. While we loved Ramona's cool style and multicolored hair, it's great to see Winstead as a parka-wearing scientist caught in the middle of an increasingly horrific situation. (Not to mention that Carpenter's "The Thing" was all dudes, all the time.) We'll be seeing more of Winstead next summer as Mary Todd Lincoln in Timur Bekmambetov's big screen adaptation of "Abraham Lincoln: Vampire Hunter," alongside Benjamin Walker, Dominic Cooper, and Anthony Mackie. So protect your neck -- Ms. Winstead's coming.

Universal

Logan Lerman

Starring in: "The Three Musketeers" (October 21)
So Fresh: The boy behind Percy Jackson's adventures is growing up before our eyes. Although there's at least one more "Percy Jackson" movie in store for Lerman, he's making a 3-D splash this October in Paul W.S. Anderson's action-adventure extravaganza "The Three Musketeers." As D'Artagnan, Lerman will be slicing and dicing his way through France, accompanied by the lovely Gabriella Wilde as Constance and shoulder-to-shoulder with Ray Stevenson, Matthew Macfadyen and Luke Evans as the Three Musketeers. Aforementioned up-and-comer Juno Temple stars as Queen Anne, and Temple's "Dirty Girl" costar Milla Jovovich will be kicking butt in a corset as M'lady De Winter. Lerman also stars in the YA fave "The Perks of Being a Wallflower" alongside Emma Watson and Ezra Miller, which will hit theaters in 2012.

Summit

Elizabeth Olsen

Starring in: "Martha Marcy May Marlene" (October 21)
So Fresh: While some Sundance "It" Girls don't catch fire, there's no question that Olsen is hot, hot, hot. "Martha Marcy May Marlene" (or as we like to call it, "MMMM") is a tightly wound thriller about a young woman who gets caught up in a creepy cult, complete with a Charles Manson-like figure played by the extraordinary John Hawkes. Once she leaves, her real life is haunted by memories that leave her confused and disturbed; plus, her sister and brother-in-law are utterly perplexed by her bizarre and unexplained behavior. "MMMM" is total Oscar Bait ™, but Olsen already has more projects to come. And she did it without a lick of help from her older sisters MK and Ashley.

20th Century Fox

Felicity Jones

Starring in: "Like Crazy" (October 28)
So Fresh: Felicity Jones took home the Special Jury Prize at Sundance for her role in this heart-wringing drama about long distance love. "Like Crazy" had critics and festivalgoers sniffling about the back-and-forth relationship between Anna (Jones) and Jacob (Anton Yelchin) as they try and figure out how to make their international love work. Distance isn't their only problem, though, once Anna gets booted from the U.S. for visa problems. Crossed wires, mixed messages, text messages and missed phone calls over the years will have you rooting for this couple to make it work despite it all. There's plenty more coming down the pipeline for this "Tempest"-uous actress, so even if Anna and Jacob can't work it out, we'll be seeing more of Ms. Jones for years to come.

Paramount

Henry Cavill

Starring in: "Immortals" (November 11)
So Fresh: Cavill was "Twilight" author Stephenie Meyer's first choice for Edward Cullen, and although she later decided he was perhaps a little long in the tooth for the high school vamp, his career is still sparkling bright. After a slew of roles in films and on TV, Cavill will be front and center in Tarsem Singh's 3-D mythical extravaganza about Theseus's fight against gnarly King Hyperion. There'll be nary a shirt in sight and plenty of fighting in this film that Singh has described as "Caravaggio meets 'Fight Club.'" No pressure, Henry. Fans are already scrutinizing his Superman outfit for "Man of Steel" as we write this -- where are his trunks? Where are they?! -- and by the time he whips off his Clark Kent glasses in 2013, the world won't know what hit 'em.

Relativity Media

Asa Butterfield

Starring in: "Hugo" (November 23)
So Fresh: How many kids can say that their first starring role was under a legendary director like Martin Scorsese, in a fantastical story surrounded by a star-studded cast? Not many, that's for sure. Based on the book by Brian Selznick, "The Invention of Hugo Cabret," this film is bursting at the seams with all kinds of delicious, steam-punky weirdness that has fans of the book and movie-lovers alike chomping at the bit. Described by Selznick as an "orphan, clock keeper, and thief," Hugo is sure to be Butterfield's breakout role, especially alongside actors like Chloe Moretz, Jude Law, Emily Mortimer, Ray Winstone, Ben Kingsley and Christopher Lee. Plus, Scorsese will have tons of fun with all of the film and historical references Selznick packed in there. Mark this down as a must-see.

Paramount

Lea Michele

Starring in: "New Year's Eve" (December 9)
So Fresh: Michele made a splash in the Broadway hit "Spring Awakening," but it looks like this "Glee"-ful gal has set her sights on the big screen. Remember "Valentine's Day"? Well, Garry Marshall's revisiting the whole intertwining-ensemble-holiday thing for "New Year's Eve," where Michele will sing with Jon Bon Jovi and apparently score a midnight kiss in Times Square from Ashton Kutcher. Sure, NYC nights are pretty exciting, but that's a lot for anyone to handle. Michele is also putting her pretty pipes to work for "Dorothy of Oz," the 3-D animated film that picks up where "The Wizard of Oz" left off.

Warner Bros.

Noomi Rapace

Starring in: "Sherlock Holmes: A Game of Shadows" (December 16)
So Fresh: This tiny Swede rocked our world as the fierce androgynous hacker Lisbeth Salander in "The Girl with the Dragon Tattoo" and its sequels with her mad skills and bad attitude. She'll be making her English-language debut this December as a French gypsy opposite Robert Downey Jr. and Jude Law, whose bromance is elementary. This big-budget Warner Bros. vehicle will shuttle us straight into the holidaze. Not enough Noomi? She'll be taking on some outer space critters in Ridley Scott's 2012 movie "Prometheus," which takes place in the famous Giger-esque universe of "Alien."

Warner Bros.

Rooney Mara

Starring in: "The Girl With the Dragon Tattoo" (December 21)
So Fresh: Speak of the (dragon-tattooed) devil! The girl who gave Mark Zuckerberg an earful in "The Social Network" has some more sass to dole out as Lisbeth Salander in David Fincher's remake of the Swedish smash hits. Mara had some serious competition for the role, but she managed to convince the finicky Fincher she was the perfect pick. Judging by the trailer and stark photos, including her incredible shoot for W magazine, we'd guess she's right.

Columbia Pictures

Jeremy Irvine

Starring in: "War Horse" (December 28)
So Fresh: Steven Spielbeg is pretty much the man, and being hand-selected by him to star in an obviously Oscar-tastic film is like having a little tiny crown deposited on your head by an angel. An angel who makes careers. Irvine stars as Albert, a kid whose best friend is sent to France to fight in the first World War. Albert's BFF, however, is a horse named Joey, so it's not like things are going to go all that well for him in the war, right? Expect lots of "Saving Private Ryan"-style war stuff, heart-tugging animal love (the platonic kind), and a veddy impressive British cast.

DreamWorks

BorderLine Films

Who'd have thunk? The sister of Mary Kate and Ashley Olsen has serious acting chops! We should never have doubted her brief appearance in "The Adventures of Mary Kate & Ashley: The Case of the U.S. Space Camp Mission."

Elizabeth Olsen is currently sweeping up the Sundance film festival with a double dose of scared faces in both ghostly horror flick "Silent House" and the emotionally riveting, equally terrifying "Martha Marcy May Marlene."

"MMMM" centers on Olsen's character Martha, who returns to her sister (Sarah Paulson) after spending the last two years in a cult. And not the fun kind of cult - during her time on the group's middle-of-nowhere farm, Martha (called Marcy May by her brethren) cleans dishes, knits sweaters, changes babies' diapers and is engaged in casual sex with the cult's leader. After leaving the cult, Martha is highly disturbed and shaken. Seems reasonable.

The movie delivers a slow burn as Martha's paranoia of being recaptured by the cult grows and festival-goers are eating it up. Indiewire aptly describes the movie's unique structure: "Using a patient, non-linear approach, the filmmaker constructs his character’s psychological disarray in a series of fragments from Martha’s brutal experience."

Variety falls for the budding lead actress, saying, "Olsen ably juggles this tricky role, which depends so heavily on the character's between-the-lines personal history...she has Maggie Gyllenhaal's soulful ease and saucer eyes, as well as Angelina Jolie's husky voice and bee-stung lips."

It may not sound like one, but Pajiba's warning that "MMMM" "will hurt you deep in the pit of your stomach" is in fact, a compliment. The movie is gut-wrenching - but sometimes that's exactly what you want from a movie. Film.com puts it simply: "it is a fantastic film."