From Middle-earth to Mulholland Drive

6) "Lantana" Working from Andrew Bovell's adaptation of his play "Speaking in Tongues," Australian director Ray Lawrence has made a quiet, searing and deeply empathetic study of the compromises and deep bonds of middle-class marriage. Moving among four couples whose lives intertwine, "Lantana" is what a more seasoned Paul Thomas Anderson might one day achieve, or like the keen and sympathetic character studies in the early films of Claude Sautet. Even when it switches to a police procedural in the second half, the movie is never bound by convention. It's superbly acted, especially by Geoffrey Rush, Anthony LaPaglia and Kerry Armstrong, whose face is so capable of expressing joy, pain and desire that from the moment she comes on screen, you're hers.

7) "In the Bedroom" I'd never call writer-director Todd Field's adaptation of an Andre Dubus story un-cinematic, but the movie has been put together with the precision of a novel. Each spare detail is carefully chosen, and yet "In the Bedroom" never feels emotionally sparse. As the married couple in mourning, Tom Wilkinson and Sissy Spacek convey the ordinary derangement of grief with devastating clarity. And as their son's married girlfriend Marisa Tomei is just as good.

8) "Sexy Beast" Sure the director Jonathan Glazer has found a way to incorporate rock video style into this sleek and funny gangster picture. And yes Ben Kinsgley is scary and menacing as the Cockney hood. But it's Ray Winstone's performance as the gangster who has found paradise in Spain with his ex-porn-star wife and resists being pulled into his old way of life that gives the movie its heart. And its urgency. Winstone makes us understand just how Gal is driven to protect the contentment he's found. "Sexy Beast" is cool, witty, and violent. It goes deepest when, calling home from London in the midst of a job he never wanted to do, Winstone tells his wife, "I love you the way a rose loves rainwater." It may be the tenderest moment in any movie this year.

9) "Donnie Darko" The debut film of the year. Twenty-six-year-old Richard Kelly's dark and loving evocation of suburban adolescence is a coming-of-age story reimagined as a surreal "Twilight Zone" episode. When the plot logic breaks down, Kelly holds the movie together, with an air of suspended dread and the sense of being privy to knowledge no one else can discern that is both the glory and agony of being a teenager. And the big bunny is scarier than the big bunny in "Sexy Beast." "Donnie Darko" is also the pity of the year: it barely opened outside of New York and L.A.

10) "Moulin Rouge" Somebody needs to get Baz Luhrmann out of the editing room. Somebody needs to tell him that it's insane to set up one visually encrusted shot after another and then not give us time to drink it in. But like his previous film, "William Shakespeare's Romeo + Juliet," this whacked-out musical annoyed the hell out of me and then stayed in my head for weeks. No other movie this year believes in its own wackiness the way "Moulin Rouge" does, and that gives it the courage of its heart-on-the-sleeve convictions. You could say Luhrmann's gargantuan production design is a way of disguising the simple story at its core, except that it never obscures the charm of Ewan MacGregor and Nicole Kidman, or keeps their tale of doomed love from getting to us. The most disciplined of undisciplined moviemakers, Luhrmann has made something like a speed freak's version of grand opera.

Honorable Mentions:"Monkeybone," "Chop Suey," "Waking Life," "The Tailor of Panama," "Hedwig and the Angry Inch," "The Endurance," "The Others," "Ginger Snaps," "Charlotte Gray," "Shallow Hal," and the tracheotomy sequence from "The Princess and the Warrior." Emperor's New Clothes Award: "Memento."

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