1 Mulholland Drive (David Lynch) The dream and the nightmare locked in the mind of a disappointed Hollywood aspirant. Lynch took his unsold TV pilot and expanded it to the limits of coherence, daring the inexplicable and finding enormous performance strength in the relatively unknown Naomi Watts. A film that grows in power with each viewing.
2 Memento (Christopher Nolan) A metaphysical thriller about memory and identity, Memento asks, "If we can't remember what we've done, can we know who we are?" Were it not for Mulholland Drive, this would have been the year's most conceptually daring picture -- a thriller that runs backward. We know whodunnit from the jump, so Memento becomes a whydunnit. There's a good reason my top two films had amnesia as a plot element, but I forget what it is.
3 The Lord of the Rings: The Fellowship of the Ring (Peter Jackson) This is the kind of movie that restores my faith in mega-budget, epic movie-making. It's the first third of Jackson's $300-million, nine-hour adaptation of Tolkien's fantasy classic. After a thankfully abbreviated stay in the Shire, Jackson gets Frodo and his boys out on the road and into a series of skin-prickling adventures. There are a lot of ways it could have failed, and Tolkien purists are already gasping and choking, but this film offers huge, huge pleasures.
4 Amelie (Jean-Pierre Jeunet) Here is magic unrealism, an eccentric comedy set in a relentlessly art-directed Paris that tourists will go mad trying to find. With more charm than the rest of the movies on this list combined, this is the most unexpected film of the year. Who'd have imagined this from the director of Delicatessen and Alien Resurrection?
5 time regained (Raoul Ruiz) This is less an adaptation of Proust than a meditation on the implications of memory and cinema. That said, Time Regained is voluptuous, with ravishing slow camera moves and a magic-realist sensibility that revels in the novel's shifting time scheme.
6 the deep end (Scott McGehee and David Siegel) Here's an unexpected gem, Max Ophuls's The Reckless Moment reconceived as a moody daylight noir filmed in the natural glamour of Lake Tahoe and focused on a mother (Tilda Swinton) who discovers that her son is gay, his lover is dead and his body's by her dock.
7 the House Of Mirth (Terence Davies) Adapted from Edith Wharton, The House Of Mirth is a portrait of turn-of-the-century New York society centred on Gillian Anderson's exquisitely judged performance as a woman whose refusal to marry her way up brings her inevitably down. Laura Linney's almost as good, and Davies (Distant Voices, Still Lives) has an unerring eye for couture as prison and politesse as malice.
8 gosford park (Robert Altman) This film is so elegantly constructed that you're halfway home before you realize that, murder mystery notwithstanding, Altman's English-country-house movie has virtually no plot, relying instead on the upstairs/downstairs interplay of an "only in England" cast that includes Alan Bates, Helen Mirren, Emily Watson, Jeremy Northam, Maggie Smith, Derek Jacobi, Michael Gambon, Kristin Scott Thomas.... Closer to Renoir's The Rules Of The Game than to an Agatha Christie story, but without Renoir's historical urgency.
9 josie and the pussycats (Harry Elfont and Deborah Kaplan) Josie And The Pussycats is the best movie ever! (If you've seen the movie, you get the joke.) This is the year's most brightly subversive comedy, too self-aware for its own good, relentless in its mockery of the pop culture machine. To its box office detriment, it suggests to its logical audience that they are subliminally hypnotized sheep. It would have earned inclusion on this list for the opening boy-band parody alone.
10 startup.com (Chris Hegedus, Jehane Noujaim) What at first looks like a documentary about a failed IPO for a dot-com winds up a dark character comedy about money and relationships -- which makes it sound a lot like The House Of Mirth. In Kaleil Tuzman, the filmmakers found a great subject, the fresh-minted money-raiser who rises to take over the company and oust the founder, only to find himself presiding over one of the shorter pages at www.fuckedcompany.com. Sad and hilarious.
Haley Joel Osment in A.I.; Gillian Anderson in The House Of Mirth; Jack Nicholson in The Pledge; Brooke Smith in Series 7 -- The Contenders; Denzel Washington in Training Day; Naomi Watts in Mulholland Drive. Scarlett Johansson in Ghost World and The Man Who Wasn't There; Keanu Reeves in The Gift; Joe Pantoliano in Memento; Maggie Smith in Gosford Park; Jennifer Beals in The Anniversary Party; Catherine Zeta-Jones in America's Sweethearts.Angelina Jolie. Imagine Tomb Raider without her.