Shut Up and Watch! 

If you didn't like this year's movies, you didn't look hard enough. The RFT's film critics weigh in on their faves of the year.

Luke Y. Thompson

When people say it's been a bad year for movies, what they often mean is "Of the big, hyped studio movies that opened at my local multiplex, most were less satisfactory than I expected." So don't blame the movies, because you didn't look for the good ones. I've had people tell me this year was bad, then admit they had never heard of Ghost World or Memento or ... well, we'll get to my list in a minute. Honestly, if you truly thought Pearl Harbor and Planet of the Apes would be great films, you deserved to be disappointed.

This is not to say it's been a perfect year, either. Numerous films had wonderful moments without being truly great; even the botch-job Pootie Tang had a couple of transcendent scenes. If I could have shortened In the Bedroom and The Princess and the Warrior and Mulholland Drive, deleted John "Jar Jar" Leguizamo from Moulin Rouge, cut the Smash Mouth songs from Shrek, recast the Peter Stormare and Jimmy Smits roles in The Million Dollar Hotel, rewritten the ludicrous deus ex machina coincidence in Training Day and tweaked the endings of Donnie Darko and The Others, they might have made my list. But they're all still well worth a look.

I've opted not to include on my list some excellent Japanese films: Kinji Fukasaku's high-school bloodbath Battle Royale, Mamoru Oshii's Avalon and the anime biopic Spring and Chaos, which told the life story of poet Kenji Miyazawa as enacted by anthropomorphic cats and hallucinogenic visuals. None has yet had a theatrical run, and only Spring and Chaos is available in the United States on DVD. Avalon may soon be dubbed into English for release on these shores by Miramax, which is a terrible idea; sci-fi or not, it's a slow-paced art-house film (think eXistenZ if David Cronenberg had ever actually played a video game during his life) that won't cross over but could do well in limited release if handled well.

Before we get to the best features of the year, though, here are some "awards" in other categories.

Best Documentary: William Gibson: No Maps for These Territories. Gibson's writing is often tedious, but the man proves articulate and compelling, especially when seated in the back of a car that appears to be driving across different dimensions.

Best Short Film: Commercial for Golden Sun for Nintendo GameBoy Advance. Minute for minute, this ad -- which pits angelic statues and skeletons against an opera-house orchestra and singer, culminating when a chandelier morphs into a dragon and shatters -- is some of the year's finest filmmaking. Video-game commercials are often the most vital forms of surrealism we have, ever since rock videos essentially abdicated that throne.

Best Re-release: Akira. Finally translated correctly, the 1987 anime is revealed as the classic it was all along, now that we can understand it properly.

Best Trend: Onscreen nudity. From let-it-all-hang-out indies such as Baise-moi and Dancing at the Blue Iguana to big-screen babes Halle Berry, Piper Perabo and Penélope Cruz baring all, this was a great year for pissing off the fundamentalists. We critics aren't supposed to admit we like this stuff, for some reason.

Most Overrated Movie: Hedwig and the Angry Inch. It's cool to love a freaky trannie, and middle-aged critics just long to be hip. But get past the admittedly rockin' soundtrack, and you'll find that not one of the characters, save the unlikable lead, is well developed, and what little story there is is poorly told, with key relationships going unexplained. A cult film it is; a great movie it is not.

And now a drum roll, please, for the best of the best. Bear in mind that I haven't seen everything, but chances are I've seen more than you have.

1. (tie) Ghost World and Amélie. Two sides of the same coin: raven-haired beauties who'd rather intellectualize their world from a distance than actually live in it (anyone who writes for a living can relate). Watch the two films as a double feature and imagine that on her last bus ride, Thora Birch morphs into Audrey Tautou, then ends up in a fantasy Paris. It makes more sense than Mulholland Drive.

2. Spy Kids. The best children's movie in a decade or so, and the smartest comedy of the year, loaded with visual gags and imagination. Ten years from now, today's youngsters will smoke pot to this film in their dorm rooms. Just ignore the gratuitous and horrible bonus scene added for the "special edition."

3. Memento. Yeah. What everyone else said.

4. Session 9. Crushed when it opened opposite The Others, Brad Anderson's low-budget art horror flick reinvigorates the genre and makes David Caruso look like a good actor. Boasts some of the year's best dialogue scenes, as well as the biggest scares.

5. Harry Potter and the Sorcerer's Stone. Even Chris Columbus couldn't screw this one up. Movies were meant for spectacle like this; they just usually forget to include a plot. This one had so much it actually put some people off. Kudos to scripter Steven Kloves for his subtle, yet faithful, tweaks to J.K. Rowling's world.

6. Final Fantasy: The Spirits Within. More proof that audiences resist too much plot. Ignore the red-herring issue of whether virtual actors will ever replace real ones; Final Fantasy is animation first and foremost, and a sophisticated form at that, with a healthy dose of Eastern spirituality thrown in amid spectacular alien phantoms.

7. A.I. Artificial Intelligence. I know, I know -- you hated it. But any movie that freaks out Spielberg fans for being too dark and Kubrick fans for being too sappy has to be doing something right. Though it compares itself, repeatedly, to Pinocchio, the better analogy is Hans Christian Andersen's The Steadfast Tin Soldier, a downbeat fairytale about the most loyal toy in the world.

8. Chopper. Eric Bana deserves an Oscar he won't get for his grimly comic portrayal of Aussie psychopath Mark Read, but all the action figures they make of him when Ang Lee's Hulk comes out should make up for it.

9. The Royal Tenenbaums. Like a demented children's book in therapy and on Zoloft. Wes Anderson and Owen Wilson do it again with their best filmic collaboration to date.

10. Black Hawk Down. Hoo-ah!

If my list had been longer, the following would have made it: Behind the Sun, The Center of the World, Dinner Rush, The Devil's Backbone, From Hell, Iron Monkey, No Man's Land, Swordfish and Trouble Every Day.

And ask me again about The Lord of the Rings in two years.


Bill Gallo

1. In the Bedroom. First-time director Todd Field turns a dark tale by the late short-story master Andre Dubus into a precocious film masterpiece about murder, grief and repressed marital rage, set in quiet Camden, Maine. Tom Wilkinson and likely Oscar nominee Sissy Spacek star as the highly civilized parents of a college student (Nick Stahl) whose summer affair with an older woman (Marisa Tomei) ends in his murder, propelling the parents into a scheme of vengeance that disguises an ulterior motive -- the bitter couple's desperate desire to survive each other. An actor and photographer with an uncanny eye, Field is a merciless chronicler of telling details, and his vision of the violence submerged in small-town life is thoroughly chilling.

2. The Deep End. Gifted Tilda Swinton is the centerpiece of Scott McGehee and David Siegel's neo-noir thriller about a housewife who discovers the body of her eldest son's lowlife lover on the beachfront of her Lake Tahoe property. The filmmakers play off the self-sacrificial mother's undeniable urge to set things right for her family against her strange attraction to a melancholy blackmailer (Goran Visnjic), setting a dangerous mood that carries their drama to dizzy heights of suspense. Adapted from The Blank Wall, a little-known 1947 novel by all-but-forgotten Elisabeth Sanxay Holding, this portrait of a mother's will -- and her weakness -- makes for high-octane noir.

3. Mulholland Drive. David Lynch cultists, rejoice. Here's the old Twin Peaks weirdness in spades, on the big screen and properly furnished with midgets. When the dazed victim of a car wreck wanders into a strange house, Lynch sets loose a series of indefinable mysteries and horrors that give off a high spook quotient and the director's usual scent of surreal humor. Throw in a dumb blonde, a dumber cop and half-a-dozen red herrings, and the recipe for dreamy intrigue is complete. It's hard to believe this long-delayed project started as a TV pilot. What could the network suits have been thinking?

4. Shrek. The "hero" of DreamWorks' tart and subversive animated fairytale is an ornery, basically unlikable green ogre who speaks in a Scottish burr (credit Mike Myers), eats rats and sets out to romance an overweight princess because it will bring him material gain. No saccharine denouements for this spiky misanthrope: Instead, he lays gleeful siege to his Disney antecedents -- including Pinocchio, Cinderella and the rest of the crew. The animation is beautifully drawn, and the dark wit of the proceedings is enough to please the most sophisticated audiences, let alone children with the age-old yearning to get a little bit scared.

5. Memento. The young British writer/director Christopher Nolan means to yank our chains, and he does so brilliantly in this exceedingly dark, strangely haunted comedy about a former insurance investigator named Leonard (Guy Pearce) who's lost his short-term memory. The poor guy's trying to solve the apparent murder of his wife, despite the evil intentions of some devious "friends" (Carrie-Anne Moss and Joe Pantoliano) and the fact that he can't remember what happened five minutes ago, much less get a grip on his consciousness. As if this weren't enough fun, the malicious Nolan tells the entire story backward, as if to test the limits of our perception.

6. Apocalypse Now Redux. The torturous Vietnam epic that once drove Francis Ford Coppola to the brink of madness may be 22 years old, but 2001's major re-edit (enacted by Coppola and Walter Murch) serves to deepen and clarify the original film's ideas about war, the demons of conscience and what Joseph Conrad called "the horror." Marlon Brando's Col. Kurtz now emerges into daylight to mock Martin Sheen, those frightened Playboy Bunnies inhabit a heartbreaking new scene in a wrecked helicopter and the ghost of T.S. Eliot speaks more ill than ever of his ruined century. For Coppola, this must be closure. For us, it's fresh revelation.

7. From Hell. That Allen and Albert Hughes, makers of 1993's bleak ghetto classic Menace II Society, should find themselves in Victorian London, on the trail of Jack the Ripper, is not so odd. In their view, the Ripper signals a new breed of egocentric evil and emotion-free ultraviolence that will come to infect all big cities everywhere in future decades. Johnny Depp's absinthe-swilling, opium-smoking police detective prowls the dank, dark cobblestones with spooky intensity and manages to solve the case: He, too, foreshadows the mood and manner of the coming 20th century.

8. Fat Girl. A dozen Hollywood moviemakers have built careers exploiting the insecurities of teenagers. France's Catherine Breillat much goes further, taking a merciless look at adolescent trauma and the ruthlessness of carnal gamesmanship in the harrowing tale of two sisters wrestling with their emerging sexuality while on vacation at the seashore. The shapely, pretty girl (Roxane Mesquida) gets the boy; her doughy, dejected younger sister (Anaïs Reboux) gets nothing. But there are no winners on this psychosexual battlefield, and in the end we are stunned by violence. Here are the cruel facts of life, unsugared.

9. Amélie. Like Jane Austen's famous meddler, Emma, the heroine of Jean-Pierre Jeunet's bracing comedy is a doe-eyed crusader who resolves to emancipate her friends and acquaintances alike -- all of Paris, if she can. It's a beguiling quest filled with sensory overload, some spirited intellectual gymnastics and an introduction to an intriguing new actress named Audrey Tautou. In the end, Amélie, who's both an artist and an angel in her way, even manages to find love for herself.

10. The Man Who Wasn't There. Ethan and Joel Coen's new excursion into film noir is always lightened by the brothers' irrepressible urge to wise off and their underlying postmodern view. The requisite 1940s antihero, a placid small-town barber played by a perfectly deadpan Billy Bob Thornton, gets entangled with blackmail, murder and a wonderfully sleazy lawyer (Tony Shalhoub), but the Coens' surreal comic tilt keeps us always on the verge of a laugh. Roger Deakins' gorgeously textured black-and-white cinematography gives the most beautiful look of the year to a pulp-fiction fantasy that's great, dark fun.


Andy Klein

Had anyone asked me back in September how 2001 was looking, I would have been tempted to rate it as even worse than the dismal 2000 (which suffered further from proximity to the wondrous 1999). But my assessment shifted during the final quarter of the year -- half because of some fine late entries, half because of some catching up and even some re-evaluation. What I now see is a year with a few great films, a large number of pretty good films and only a smattering of the truly wretched, offensive or both.

In other words, no cause to break out the champagne or the prussic acid.

As usual, for my Top 10, I'm using Academy rules: Films must have played for at least a week in Los Angeles, beginning no later than Dec. 31.

1. Memento. Christopher Nolan's sophomore feature more than fulfills the considerable promise of his low-budget 1999 Following. Certainly no other 2001 movie absorbed as much of my mental energy (in an entirely enjoyable way). Although it is not above criticism, the two major charges critics used to dismiss it were both, frankly, pig-ignorant: No, the film's bizarre chronology isn't an arbitrary gimmick, but it is the only way to convey the hero's point of view; and -- even if the story, when rearranged in chronological order, isn't very interesting (and I think that it is as interesting as, say, Betrayal or The Killing, to name two other great films told out of order) -- so what? It's a bit like saying, "Well, Blazing Saddles isn't a very interesting story, if you remove the clutter of all the jokes." I wrote about 8,000 words analyzing Memento for Salon.com, and I could have written three times as much.

2. Mulholland Drive. The one film that had a shot at displacing Memento on my list had many of the same great qualities: a bravely unusual structure (which may have been mandated by the project's weird history, but that's irrelevant to an appreciation of the end product), a multilayered puzzle and exquisite execution. Indeed, David Lynch's latest also has higher highs than any isolated moments in Memento: the audition, the Club Silencio, the sex scenes. Naomi Watts' performance was simply amazing. In many ways it was a warmer version of the director's earlier Lost Highway.

3. Amélie. Jean-Pierre Jeunet's earlier French films, Delicatessen and City of Lost Children, were completely sui generis, stylistically startling and hilarious in an uncomfortable way. His latest may represent a shift to the more conventional, at least in subject matter, but the style remains as ever. In fact, it is the tension between his hep, hyped-up style and the conventional romantic sentimentality of the story that makes it so interesting. And Audrey Tautou is great.

4. Shrek. Simply the funniest thing I saw all year, with Eddie Murphy the standout in an altogether perfect voice cast.

5. Audition. Unbelievably prolific director Takashi Miike is overly obsessed with pushing our buttons and grossing us out. But because this 1999 film is way more controlled than the other Miike titles I've been able to track down, it is also his best. The excesses here don't seem as gratuitous. The film totally freaked me out, and even the marginally squeamish should stay away.

6. In the Mood for Love. Wong Kar-wai's latest may strike some as intolerably slow, but Wong works turf that is off the standard maps of cinema and creates moods that are altogether unique.

7. The Lord of the Rings: The Fellowship of the Ring. OK, I probably enjoyed the Harry Potter film more, but it didn't have an ounce of risk in it. (Still, for Chris Columbus to be turning out competent hackwork is definitely a big step up.) Here, Peter Jackson, an infinitely superior filmmaker, takes on an even more daunting project and brings more inspiration to it than Columbus could ever aspire to while still satisfying the most fanatical Tolkien fan.

8. The Fighter. I usually fudge my list by segregating documentaries, but Amir Bar-Lev's chronicle of two utterly engaging alte kackers revisiting the sites of their Holocaust experiences was moving in ways that one would not have predicted. Other first-rate documentaries were Agnès Varda's The Gleaners and I and George Butler's The Endurance.

9. Gosford Park. It took me two viewings to completely warm to Robert Altman's skewed take on Agatha Christie-style mysteries, but with a cast that includes half the greatest living British actors, there is even more to look at here than two viewings would allow.

10. Sexy Beast. The plot of Jonathan Glazer's debut feature may be standard-issue heist material, but Ben Kingsley's performance was so transcendent it almost obliterated brilliant work from Ray Winstone and Ian McShane.

Special citations:

Eyes Wide Shut Award for Films That Will Take Me More Time to Decide About: Most of my friends completely loathed A.I. Artificial Intelligence, finding it structurally awkward and disgustingly mawkish. I'm not sure I think it's good, but it's so ambitious I still haven't been able to assimilate it fully. To those complainers, however, I suggest the following experiment: Pretend Stanley Kubrick had directed it himself and had turned out, frame for frame, exactly the same film. Once you put aside your Steven Spielberg baggage, does the structure look inept? Or daringly original? Does the ending appear sappy? Or actually bittersweet? Maybe even just bitter? Look at it the way you might look at 2001 (the space odyssey, not the year). Interesting, huh?

Hong Kong Action Cinema: It was great to see Tsui Hark's latest directorial effort, Time and Tide, get a brief American release; it may be incomprehensible, but when it rocks, it really rocks. Still, the winner this year was Miramax's reissue of the absolutely great 1993 film Iron Monkey, produced by Tsui and directed by Yuen Wo-Ping. For once, Miramax released an HK film essentially unchanged, with subtitles instead of dubbing. And guess what? It did better business than their last several Jackie Chan reissues, even without a major star in the cast. One can only hope they've noticed.

Simultaneously Great and Awful: The animated sections of Osmosis Jones are hilarious and wonderfully executed; unfortunately, they're intercut with Peter and Bobby Farrelly's inept, ugly, unfunny live-action sequences. Get the DVD and skip the Bill Murray stuff.

Simultaneously Great and Awful, Part 2: I love what I think Baz Luhrman had in mind with Moulin Rouge and what he achieved during parts of the film. But did I have to sit through the most hideous, assaultive, unpleasant opening 45 minutes in the history of cinema to get to them?

Among the other films that I great enjoyed and admired, any number of which might have made my list on a different day, are, roughly in chronological order: The Taste of Others; The Dish; Spy Kids; Eureka; Maybe Baby; The King Is Alive; Divided We Fall; Cure; The Deep End; Ghost World; The Others; Together; Va Savoir; Joy Ride; Training Day; Fat Girl; Donnie Darko; Monsters, Inc.; The Man Who Wasn't There; In the Bedroom; Ocean's Eleven; Baran; Lantana; The Royal Tenenbaums; Kate & Leopold; Ali; A Beautiful Mind; and Monster's Ball.


Robert Wilonsky

In time, 2001 might well be remembered as the year of the overhyped and undercooked, the year storybook wizards cast spells to eradicate critical good judgment, the year in which there was so much detritus to choose from that much of the good stuff made best-of lists only by default. It was the year that proved synthespians could star in hollow sci-fi/action junk as easily as their flesh-and-blood counterparts; it was the year Steven Spielberg played Stanley Kubrick and rendered gigolo Jude as lifeless as, well, Stanley Kubrick. Some insist it was the Year of Nicole Kidman, which it was if you didn't mind her, ahem, "singing" and "coughing" in the dazzling (and, ultimately, dazzlingly vapid) Moulin Rouge and "acting" in The Others, which wasn't half as terrifying as How High or Freddy Got Fingered.

It's almost easier to pick the year's worst than its finest. Leading the pack is I Am Sam, in which Sean Penn does his Rain Man dance for Oscar only to watch it horribly misfire, followed closely by Captain Corelli's Mandolin (Nic Cage, who, given recent choices, may be mentally challenged), Jay and Silent Bob Strike Back (Kevin Smith proves you can make a movie with your head up your ass), The Center of the World and Intimacy (highbrow porn, which is so beside the point), Hannibal (Ridley Scott's Glad He Ate Her), The Mexican (Brad + Julia - George = oh God, no), Novocaine (what ever became of Steve Martin, anyway?), Waking Life (not stoned enough to care, dude) and Mulholland Drive (a movie better when it was a failed TV pilot) and Vanilla Sky (did I say that out loud?).

Fine, that's a bit too much hyperbole; the bad always outweighs the good in an industry that abhors its audience by giving it what it only thinks it wants. Yes, we desire more Chris Kattan and Tom Green. Can't live without more laughless movie parodies. Will cease to exist unless Adam Sandler or Rob Schneider or David Spade makes a movie a year. Studio bosses and their brainless minions might as well spit in our eyes. (No, wait, they did. Or didn't you see America's Sweethearts?)

And on that note:

In the Bedroom and A Beautiful Mind will linger long after the expiration date stamped on so much Hollywood and indie "outsider" product offered up this year. They're touched by magic, much more so than those two movies about stones and rings. Same goes for Monsters, Inc., which has made nary a Top 10 list and finds in its rightful place Shrek, which is as empty as the head of Kevin Spacey, who once more loses cred and goodwill with K-PAX and The Shipping News, two films that so want to be liked you can't help but loathe them.

There were some intriguing contenders for this list, among them In the Mood for Love (how could something so Wong be so right?), The Devil's Backbone (spooky, at least to the art-house set), The Royal Tenenbaums (better on second viewing, though not worth a third), Panic (the best Sopranos episode ever), Sexy Beast (nononononono, yesyesyesyesyes), Ghost World (not as good as the comic book), Gosford Park (Altman's best in years, for what that's worth), A.I. Artificial Intelligence (a touching toy story undone by its finale, when the batteries ran down), The Million Dollar Hotel (loathed for all the wrong reasons), The Business of Strangers (buy Stockard in Channing), even the terribly flawed Black Hawk Down, which is the best sort of war movie -- overwrought but ashamed of its thrills, pro-heroics but anti-war -- undone, finally, by its hysterical anti-Clinton politics and the uncomfortable sight of watching a few dozen good ol' boys mowing down a few hundred black men without thought or consequence. (The film breaks your heart by playing up the deaths of 19 soldiers; it breaks your spirit by playing down the deaths of thousands of Somalis.)

But even the good stuff was too much like Ali (the movie, not the man), which floats like a butterfly only to sink like a BB. We expect too much, we get too little. Sounds like business as usual. What follows is, of course, in alphabetical order -- though A Beautiful Mind would top the list, regardless.

A Beautiful Mind. The biopic that Ali should have been -- a "true-story" reverie never caught flat on its feet. Don't know when Ron Howard learned to direct, but this adaptation of Sylvia Nasar's biography of John Forbes Nash Jr. is wrenching but never strained, poetic but never sentimental. Trapped inside the broken mind of the mathematician who won a Nobel Prize in 1994, we're never sure what's real or imagined, and when the truth is revealed it's devastating. Too bad Russell Crowe won the Oscar when he didn't deserve it.

Chopper. Former music-vid director Andrew Dominik makes his feature-length debut with a movie about a violent, self-righteous criminal whose published (tall) tales may or may not be the stuff of self-made myth. Eric Bana plays Mark "Chopper" Read as likable rogue, and the movie never judges; we've plenty of room to do that ourselves in a film that eschews narrative for vignettes woven together with blood and bullets and the occasional knife to the ear.

Hybrid: One Man's Passion for Corn. Monteith McCollum's documentary about his grandfather Milford Beeghly's obsession with crossbreeding corn makes all other docs look flat and dull; it's the David Lynch film of the year, at least better than the real thing's willfully odd offering. McCollum's six-years-in-the-baking film, shot on 16mm black-and-white stock with old footage of his grandpa spliced in, is short on narrative but long on the beautiful and bizarre -- so much so that either you love this movie, which presents corn as a living entity, or you despise it for being like nothing you've ever seen. Does make it hard to take a bite, though -- all that talk of "ripened ovaries" and incest. Yuck ... and, oddly, yum.

In the Bedroom. First-timer Todd Field sticks close to Andre Dubus' short story "Killings" and fills in the blanks with Sissy Spacek, Tom Wilkinson and a whole lot of overwhelming grief that sticks with you days later. Spacek gives one of those performances people always talk about but rarely deliver; she says everything with her silence and red-rimmed eyes that evoke tangible pain. Wilkinson is a portrait of sedate, sad rage; his actions are unexpected but explicable nonetheless. And this contains the second great Nick Stahl performance of the year, after his turn as the Bully who bites it.

Memento. Probably the best oddball offering since Being John Malkovich, a promise yet to be fulfilled two years later by most films. Chris Nolan's bass-ackward tale of murder, betrayal, madness and memory loss is beguiling and hysterical, a tattooed love letter to film noir; even the actors couldn't make heads or tails of it on first viewing, though they insist that it stuck close to the script (go figure). On second and third (and 11th) viewings, it holds up, precisely because it never feels the need to explain everything. OK, anything. Cameron Crowe, we're looking at you, pal.

Monsters, Inc. To those who insist Shrek is the better animated movie, give it five years, then go back and see how vapid and slight it is -- and ugly, to boot, like something trimmed out of a PlayStation game. (Just see how funny that Matrix gag plays, or that Smash Mouth song.) This Pixar offering, with John Goodman as the cuddliest furball this side of Ron Jeremy and Billy Crystal as one of my Jewish uncles, is timeless, richly rendered and deeply felt -- a lush fairytale without need of being fractured.

No Man's Land. Danis Tanovic's debut is the year's best (war) film, combining the dark laughs of a M*A*S*H with the chilly thrills of a Lifeboat with the guilty pangs of a Three Kings. Two Bosnian soldiers and their Serbian counterpart are caught between enemy lines (speaking of which, Owen Wilson oughta be ashamed) but never resolve their differences; an American director would have had them meeting in the middle for a cathartic hug. Funny and bleak till its sobering finale, which catches in your throat -- the chuckle that turns to a sob.

Ocean's Eleven. The snobs sneer at its star power; the cynics, its sheer giddy fun. It's as though there's some kind of resentment against Steven Soderbergh for not making a "serious statement" when he just wants to round up the boys (Clooney, Pitt, Damon, Cheadle, Garcia ... and Roberts) for a slick night out of gins and grins. (And these are the same naysayers who loathe Traffic, so go figure.) Also, bonus points for hiring Elliott Gould (underused since the '70s, when he had less body hair), Carl Reiner (shades of Your Show of Shows) and Bernie Mac, who talks the way Clooney looks and acts -- smooooove.

The Pledge. Sean Penn directs Jack Nicholson as an obsessed cop who gives in to his demons -- which may or may not exist, far as anyone else can tell. For a moment, all of this seems too familiar -- the retired cop who refuses to acknowledge he is past his prime and becomes determined to solve a closed case. But there's no glib resolution, no easy answer. We wonder whether Jack is motivated or mad; his brain spins with images and utterances laid out along the way like clues, if indeed there is a murderer still on the loose. And it's not hard to see why actors love working with Penn, even in the smallest roles; he lets them speak monologues even when they're saying nothing at all.

Startup.com. A film of its time, for all times: Chris Hegedus and Jehane Noujaim document the rise and fall of a friendship and a dot-com, well before the tale was oft-told in headlines. You feel like hell when Kaleil Isaza Tuzman and Tom Herman's go bust, along with their govWorks.com site, but they have it coming; the duo never understand that having a great idea doesn't count for shit when you can't make it work, and they never do -- at least, until it's too late.


Jean Oppenheimer

1. Behind the Sun. A simple story with the power of a myth, from Brazilian director Walter Salles (Central Station). Ravishing.

2. Amores Perros. A film of raw power and crippling brutality that exposes viewers to a world drenched in grime, sweat, greed and, finally and unexpectedly, the barest glimmer of hope and grace. Feature debut of Mexico's Alejandro González Iñárritu.

3. No Man's Land. An anti-war film from Bosnia. Part comedy, part tragedy, all bite, it damns and mocks in equal measure. Feature debut of writer/director Danis Tanovic.

4. Our Song. A film about three inner-city high-school girls that will change the way you view life.

5. L.I.E. Playing a pedophile who befriends a troubled 15-year-old boy, Scottish actor Brian Cox accomplishes the impossible: He evokes sympathy for a character while never letting the audience forget the threat he poses.

6. Donnie Darko. Straddling the line between drama and fantasy, this portrait of a deeply troubled high-school student is anchored by an extraordinary performance from Jake Gyllenhaal. A film as chilling as it is heartrending. Feature debut of writer/director Richard Kelly.

7. Shrek. Sophisticated, clever, funny, adorable. Perfect for kids and adults alike. Eddie Murphy steals the picture.

8. Focus. A movie about what happens to a society when basically decent people do not stand up in the face of prejudice and ignorance. First-time director Neal Slavin achieves a brilliant sympathy between visual style and dramatic content.

9. The Deep End. Tilda Swinton gives a wholly believable performance as a suburban housewife and mother who protects her children with the ferocity and unswerving instinct of a mother lion safeguarding her cubs.

10. The Road Home. A love story set in early-20th-century rural China. Simplicity itself, but as heartfelt and poetic as a sonnet by William Blake.


David Ehrenstein

1. In the Mood For Love. Wong Kar-wai's incredibly refined mood piece about unrequited love among the white-collar class in '60s-era Hong Kong suggests a collaboration between Henry James and Bernardo Bertolucci.

2. The Adventures of Félix. Olivier Ducastel and Jacques Martineau gave us this disarming "road movie" about an HIV-positive French-Arab man making a "family" of the people he meets on his travels across France.

3. Our Lady of the Assassins. After several relatively routine American films, Barbet Schroeder returns to form with this grimly brilliant adaptation of Fernando Vallejo's tale of the drug-cartel-run world of Colombia.

4. Hedwig and the Angry Inch. John Cameron Mitchell turns his theatrical cult hit about a transsexual rock singer into the best American movie musical since the heyday of Arthur Freed.

5. Intimacy. Patrice Chéreau's first English-language film, adapted from Hanif Kureishi stories, takes up where Last Tango in Paris left off to explore the meaning of "meaningless" sex. Not a pretty picture.

6. Va Savoir. Jacques Rivette explores his favorite themes -- theater versus life, mysterious manuscripts -- with a lightness and joy not generally associated with a director in his 70s.

7. Nico and Dani. This Spanish film about a pair of teenage boys discovering sex -- both homo and hetero -- sports a maturity lacking in this country and its American Pie monstrosities.

8. A.I. Artificial Intelligence. Steven Spielberg's elegy to the end of the world was lamentably misunderstood, and it features an amazing performance by Haley Joel Osment as a toy it takes 2,000 years to shut off.

9. The Deep End. Scott McGehee and David Siegel's film noir-cum-"woman's picture" is charged by an extraordinary star performances by Tilda Swinton as a devoted mother and Goran Visnjic as the blackmailer she (almost) comes to love.

10. The Gleaners and I. Agnès Varda's answer to the eternal question "Are you going to finish that?"

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