MILL VALLEY – For events that occur primarily in dark theaters, film festivals tend to choose the loveliest settings, whether it's the South of France (Cannes) or the ski slopes of Utah (Sundance).

Rivaling those more famous festivals – especially when travel costs are considered – is the Mill Valley Film Festival. Held each October in the Marin County cities of Mill Valley and San Rafael, the 31-year-old festival offers top-notch presentation and an impressive array of independent and foreign films – all within a few miles of the ocean and mere steps from redwood groves.

"I like to say that people will spend thousands of dollars and travel thousands of miles to film festivals, when right here in your backyard, there is a festival as good or better than most of the ones you would go to," said Mark Fishkin, co-founder of the Mill Valley Film Festival and executive director of its parent organization, the nonprofit California Film Institute.

Focused during its first years on Bay Area filmmakers, a maverick bunch that included George Lucas, Francis Ford Coppola, Philip Kaufman and Carroll Ballard ("The Black Stallion"), Mill Valley has grown into one of California's premier film festivals.

"It's the perfect environment for a film festival," Fishkin says. "The whole is greater than its parts."

That whole consists of the beauty of Marin, older theaters with ample character – Mill Valley's cozy Sequoia and San Rafael's Christopher B. Smith Rafael Film Center, a lovingly restored art deco showplace – as well as the festival's noncompetitive atmosphere.

The 200-plus films and videos in the Mill Valley Film Festival aren't vying for prizes, and the lack of competition enhances a sense of community – one that has attracted stars like Helen Mirren, Forest Whitaker and Marin resident Sean Penn over the past few years.

This year's festival opens Oct. 2 with "The Secret Life of Bees," based on the Sue Monk Kidd best-seller and starring Dakota Fanning, Queen Latifah and Alicia Keys, at the Sequoia, and the Bill Maher documentary "Religulous" at the Rafael. Fanning, "Bees" director Gina Prince-Bythewood and "Religulous" director Larry Charles will appear with their films.

On Oct. 12, Mill Valley closes with "American Violet," a drama about racial inequity within the American justice system, and "Lemon Tree," which stars Hiam Abbass from "The Visitor" as a Palestinian widow whose citrus grove bordering Israel is a center of controversy.

The opening- and closing-night parties, the latter of which will be a San Francisco Bay cruise, are just two of several special events. Mill Valley will pay tribute to, among others, actress Alfre Woodard – co-star of "American Violet" – director-screenwriter Paul Schrader ("Taxi Driver") and screenwriter Eric Roth ("Forrest Gump").

There's also the festival "spotlight," aimed at catching an artist at a flash point in her or his career. The 2008 honoree is Sally Hawkins, a 32-year-old English actress experiencing a breakthrough – and early Oscar buzz – with her performance as a perpetually bright-eyed schoolteacher in Mike Leigh's new film "Happy-Go-Lucky." Leigh ("Secrets and Lies") will accompany his film and Hawkins to the Oct. 7 event.

The "spotlight" distinction "lets us look at a specific time in someone's career," said Zöe Elton, the festival's director of programming. "It gives us more flexibility. … Sometimes people don't want to be honored for their whole body of work … they don't think they are old enough yet."

The festival's spirit of generosity inspires return visits from filmmakers like Leigh and fellow Englishman Joe Wright, director of "Pride and Prejudice" and "Atonement." On Oct. 4, Wright will hold a master class during which he will discuss his previous films and show excerpts from his new film, the highly anticipated Jamie Foxx-Robert Downey Jr. drama "The Soloist."

As a fall festival, Mill Valley often serves as a stop for actors and films revving up Oscar campaigns. This fall's festival season, perhaps due to the recent Hollywood writers strike that halted production or to the folding of some studio specialty divisions into their parent companies, has seen fewer of those specialty films – the kind that constitute most of the Oscar best picture lineups in recent years.