"Three Kings," one "Witch" and a "Princess"

Salon Arts & Entertainment's critics pick their favorite movies of 1999.

Published December 17, 1999 5:00PM (EST)

Michael Sragow

The best movie critic ever to compile year-end lists was James Agee. For his "Movies in 1945" column in the Nation, he described himself as neither more "hopeful" nor "despondent" than usual -- and then went on to cite two dozen good or better movies. The next year, with bracing honesty, he started his roundup with the statement that he was registering the movies he preferred "of the films of 1946 that I saw -- I missed a number of likely candidates."

Of the films of 1999 that I saw -- I missed a number of likely candidates -- here are the 22 I enjoyed the most. As I sorted them out, they fit together naturally in pairs. And as I assembled them like Noah's flock, they seemed diverse enough to replenish hope for cinema even after a flood of bloated end-of-the-year releases.

David O. Russell's "Three Kings" and Michael Mann's "The Insider"

These films deliver steak and sizzle; their directors are gnarly, instinctive muckrakers working in opposite modes of exposi. Russell operates like a rock 'n' roll comedian riffing on the unreported underbelly and aftermath of the Gulf War. Mann is a symphonic narrative composer, turning the real-life plight of a Big Tobacco whistle-blower -- and the Big Network news producer who fails to protect him -- into a passionate threnody for white-collar man.

David Lynch's "The Straight Story" and Ron Shelton's "Play It to the Bone"

Both of these glorious road movies -- the first fact-based and lyrical, the second flat-out funny -- take roads less traveled. Lynch tracks a 73-year-old man as he rides a 1966 John Deere lawnmower from Iowa to Wisconsin to visit his ailing, estranged brother. Shelton travels from Los Angeles to Las Vegas in a lime-green '69 Olds with two best-friend boxers (soon to be opponents) and the woman they both adore. Underneath the banter in these films about life's meaning is the stirring quest of men to achieve redemption by doing one thing right.

Robert Altman's "Cookie's Fortune" and Lawrence Kasdan's "Mumford"

The beauty and the warmth of small-town living -- and the pettiness and claustrophobia, too -- get fond, incisive treatment in these lovely curlicue comedies. In Altman's film, Patricia Neal's luminous performance as a big-hearted woman who tires of existence makes the first section as mysteriously moving as the final section of John Huston's "The Dead." In "Mumford," Kasdan skillfully posits the radical notion that people want plain speaking and kindness from psychotherapy. (And while we're on small towns, let's not forget Michael Patrick Jann's maligned beauty-pageant parody, "Drop Dead Gorgeous," one of the few entries in this viriti-happy year to use a handheld style with knowing and explosive effect.)

Trey Parker and Matt Stone's "South Park: Bigger, Longer & Uncut" and Wim Wenders' "The Buena Vista Social Club"

Honest-to-God "funk" -- as in (according to the American Heritage Dictionary) "an earthy quality appreciated in music such as jazz or soul" -- returned triumphantly in these movie musicals. The first, a spin-off of the "South Park" TV show, is such a ferocious and apt parody of "story" musicals, from Rodgers and Hammerstein to "Les Miz," that future generations may regard the title as a play on "South Pacific." In Wenders' self-described "musicumentary," Ry Cooder rounds up extraordinary singers and instrumentalists who in their "son de Cuba" arrive at a jazz-pop-folk hybrid that (as Cooder writes in the liner notes to the original CD) is "very refined and deeply funky."

"Toy Story 2" and "Being John Malkovich"

Woody the cowboy doll discovers he once was a huge TV star; Buzz the spaceman action toy comes face to face with a souped-up new model. Most disorienting of all, Malkovich enters a world that is 100 percent Malkovich. The perils of celebrity -- and the pull it exerts on our identities and desires -- receive devilishly sly treatment both in John Lasseter's virtuoso cartoon and Spike Jonze's patchy feature, which heralds the emergence of Charlie Kaufman, a fearlessly inventive screenwriter.

Frangois Girard's "The Red Violin" and Mike Leigh's "Topsy-Turvy."

Musical extravaganzas raised to the level of art. Girard follows a Cremona violin around the world over the course of centuries, while Leigh homes in on Gilbert and Sullivan, D'Oyly Carte and company as they cook up "The Mikado." In the eyes (and ears) of these directors, the "pure" world of classical music and the "silly" world of humorous operettas are equally fraught with social, sexual and mystical meaning -- and heroic achievement and sacrifice.

Hayao Miyazaki's "Princess Mononoke" and Brad Bird's "The Iron Giant"

In Miyazaki's epic cartoon masterpiece, the incursion of ironworks into the spirit-laden wilderness of Japan's medieval past provokes universal discord -- and a torrential outpouring of primordial imagery. In Bird's engaging animated feature, an iron giant from outer space appears in a small Maine coastal town in the paranoid '50s. Only a derivative "E.T." streak mars Bird's distinctive melding of sentiment and satire, and the Giant himself is a funny-touching-

awesome creation, akin to King Kong.

Udayan Prasad's "My Son the Fanatic" and Neil Jordan's "The End of the Affair"

Islamic fundamentalism and Catholicism, respectively, wreak havoc on personal relations -- and force anti-heroes to examine their failings -- in these fervid expansions of a Hanif Kureishi short story (Kureishi himself wrote the script) and a Graham Greene novel.

Bernardo Bertolucci's "Besieged" and Joan Chen's "Xiu Xiu: The Sent Down Girl"

In these piercing, intimate tales, Bertolucci and his "The Last Emperor" star Chen use their cameras as psychic barometers charting the bonds between a displaced young woman and a loving older man. Bertolucci sets his film in contemporary Africa and Italy, taking off from a story by James Lasdun. Chen's film, based on a story by Gei Lin (who co-wrote the script), grows out of the degradation of city girls "sent down" to the Tibetan steppes during the Cultural Revolution. Along with Prasad's and Jordan's work, these are the most exquisite literary adaptations of the year.

Steven Soderbergh's "The Limey" and Kimberly Peirce's "Boys Don't Cry"

Both are terrific tributes to circa-1967 moviemaking. In Soderbergh's inspired updating of John Boorman's classic "Point Blank," images of past and present mingle in a British ex-con's brain as he stalks L.A. to avenge his daughter's death. The fractured style evokes the exploratory excitement of the '60s; the narrative captures the destructive nature of its druggy fallout. Peirce modeled her right-on rendering of the Brandon Teena murder case on real-crime films like Richard Brooks' "In Cold Blood." But in capturing the muddled yearnings of the male-impersonating Brandon and his buddies and girlfriends, Pierce goes way beyond Brooks' movie in sympathetic imagination -- and in rough-hewn poetry.

Tim Burton's "Sleepy Hollow" and Neil Jordan's "In Dreams"

The year's best horror movies. Burton's loose adaptation of Washington Irving has bravura to burn and joins the myth of the Headless Horseman to legends of rural American witchery. Jordan's bold linkage of paranormal visions and a woman's maternal feelings makes him the only filmmaker with two worthy 1999 entries (see "The End of the Affair," above). Each of Jordan's films soars en route to a rocky finale. Nonetheless, he's given us more great acts than any other filmmaker on my list.

Stephanie Zacharek

(In no particular order.)

"Three Kings"

David O. Russell makes a small masterpiece about not-so-distant history. That it's both morally complex and blazingly stylish only makes it that much more of an achievement.

"All About My Mother"

Pedro Almodsvar's love letter to womanhood, and to motherhood, may be his most beautiful picture yet, and it's definitely the one whose roots reach the deepest. Even with melodrama, Almodsvar has a light, fleeting touch, like a lover's caress. And his actresses, including Cecilia Roth and Antonia San Juan, effortlessly unlock the mysterious roles of passion, sadness and intense beauty in everyday life.

"The Insider"

Michael Mann's drama, based on the true story of Jeffrey Wigand, a tobacco company whistle-blower who got up the guts to appear on "60 Minutes" only to have the segment yanked by CBS, scans like an old-fashioned thriller. But its intensity, built layer upon layer by Mann's storytelling prowess and by the actors' terrific performances, sticks with you. Russell Crowe puts you into the skin of a man whose integrity almost destroyed him: That he isn't completely likable only makes the character more resonant.

"American Pie"

Paul Weitz's "teen" comedy got to the heart of male-female relationships in a way that few adult movies this year did (particularly Stanley Kubrick's sodden "Eyes Wide Shut"). If it lives on in infamy for the bit with the pie, so be it: It's also entertaining, heartfelt and subtly insightful.


Bernardo Bertolucci's gentle and lyrical love story about an eccentric concert pianist and his housekeeper probes all the quirks and tics and unexpected qualities of true love. Tender beyond belief.

"South Park: Bigger, Longer & Uncut" and "Dick"

It's cheating, but I just couldn't decide between these two comedies. Trey Parker and Matt Stone's "South Park," with its outlandishly conceived musical numbers (not to mention its fart jokes, its fake dicks and its effervescently foul language), is also a surprisingly cohesive piece of filmmaking. And Andrew Fleming's delightful "Dick" -- particularly Dan Hedaya's portrayal of Richard Nixon -- actually made me feel something for the bastard. I was more surprised than anyone.


Catherine Breillat's controversial and fascinating film may have been largely misunderstood as a chronicle of the dark side of one woman's sexuality. But the protagonist's dark side has nothing to do with her adventurousness. It actually thrives on her inability, or unwillingness, to show her lovers who she is. In the end, Breillat shows how genuine honesty -- as opposed to the honesty that's expected -- triumphs over game-playing every time. "Romance" really is about romance, but with all the hearts and flowers stripped brutally away.

"The Limey"

Less a revenge thriller than a piece of jagged poetry. Stephen Soderbergh chops up time until you don't know where, who or what you are. By the last frame, he's put the story back together so exquisitely that you feel more whole than before. Meanwhile, Terence Stamp runs off with the crown as the most beautiful man on the planet.

"Run Lola Run"

A shout of freedom, blasted directly into the ear of every film purist who scoffs at the use of music-video techniques in filmmaking. As an action picture, Tom Tykwer's "Run Lola Run" is thrilling and beautifully constructed; but it's also a love story, one in which confusion and bravery generate their own kind of heat.

"The Straight Story"

In 1994, 73-year-old Alvin Straight drove hundreds of miles on a lawnmower to see his ailing brother. David Lynch tells the story as if he were Bob Dylan: straight and weird at the same time. Simplicity is bliss.

Mary Elizabeth Williams

You know it's a good year when by Labor Day you've already seen more memorable, inspiring and just plain entertaining films than you had by Dec. 31 the previous year. The relative abundance of things to praise, however, didn't mean that everything enthusiastically embraced could live up to its kudos.
The loss of Stanley Kubrick didn't make "Eyes Wide Shut" -- or the degree of arty-farty fawning that accompanied it -- one moment more bearable. "American Beauty" was the most lauded movie of the year, but for me it was just a compendium of shrill, "Look at me, Academy!" performances and embarrassingly predictable plot turns. And "Being John Malkovich" was witty and fresh, but I thought "Drop Dead Gorgeous" was funnier, even though no one else agreed.

Despite a few outbreaks of excessive enthusiasm, however, 1999 was still an exceptional year. Last year was notable for retro glory and big-ticket themes like Elizabethan romance and the horrors of World War II; 1999, in contrast, will be remembered for its audacious, original and defiantly unclassifiable pleasures. If the 10 films on my list have anything in common, it's that they surprised, provoked and told their stories in startlingly unconventional ways. Taken together, they look like a fine way to end a century -- but an even better way to begin a new one.

1) "Rushmore"

OK, so technically it came out in 1998. But you and I and everyone else who fell in love with it probably didn't discover Wes Anderson's wry, gentle comedy until it opened wide early this year. A coming-of-age fable that was also a meditation on midlife crisis, "Rushmore" managed to be warmly uncynical without being sappy. It also gave us Max Fisher, the most memorably brilliant, romantic, borderline psycho teenage protagonist since Bud Cort's suicidal, smitten Harold Chasen.

2) "Election"

As gleefully nasty and blackhearted as "Rushmore" was unabashedly tender, "Election" was the satire that took high school politics and made them as vicious and dirty as any presidential campaign. Matthew Broderick gave a beaten-down schlub of an educator a profound capacity for sabotage, and Reese Witherspoon was the smug teen princess who unleashed his rage. Their brutal rivalry wasn't pretty, but it was a hell of a lot funnier than anything we'll get next year from Bush and Gore.

3) "All About My Mother"

Pedro Almodsvar's best film in years was, according to his own description, an homage to women who act, men who act like women and women who want to become mothers. It was also a celebration of the families we're born to and the ones we create for ourselves, a story of inexpressible grief and redemptive love. That it featured an assembly of pregnant nuns, drug-addicted actresses and transvestite hookers was both integral and inconsequential.

4) "The Straight Story"

The ominous thud from inside the house. The dreamy, otherworldly score. The almost too perfect landscape and the eccentric cast of characters. This was David Lynch territory all right, but with a major twist. This time there were no severed ears, no girls wrapped in plastic, just a plain-spoken, clean-living American farmer on a lawnmower-powered mission to see his estranged brother. The title character was named Straight, and that's how Lynch played it, abandoning the gimmickry of his recent films for an earthier touch. And Richard Farnsworth, as Alvin Straight, turned in one of the year's most nuanced performances as a common man who proved to be anything but.

5) "The Blair Witch Project"

Speaking of overhyped and overpraised ... It's true that "Blair Witch" went from neat little indie chiller to "Enough, already!" in less time than it takes to get lost in the woods. And if I never see another parody involving a girl in a hat and an extreme close-up again, it'll be too soon. But if you were lucky enough to see the zero-budget, shaky-cam mockumentary before the lines around the block started forming and the backlash kicked in, you might still remember what a truly innovative, clever and seriously scary piece of work it was.

6) "Boys Don't Cry"

An undeniably horrifying look at small-town violence and phobia, director Kimberly Peirce's fact-based drama was something else, too: a tender love story and an ode to self-invention. Hillary Swank's portrait of a woman who picked the wrong place to try to pass as a man was poignant for the character's stubborn denial of biological circumstance, and Chlok Sevigny accomplished a sweetly complicated performance as a local girl in love enough to believe the illusion.

7) "Buena Vista Social Club"

Director Wim Wenders followed guitar player Ry Cooder and company as they scoured Cuba for the legends of a musical heyday long past. The result was a documentary of lushly beautiful contradictions. The crumbly but glorious splendor of Havana provided the perfect backdrop for musicians stooped by poverty and age but still radiant with a lust for life and a love of song. Gorgeously shot, and brimming with music so lovely and spirited, it didn't matter if you couldn't understand a word of it.

8) "Three Kings"

The first Desert Storm-era morality tale was loaded with black comedy, inventive special effects, easy comrades-in-arms chemistry and a skillful mix of high-stakes adventure and soulful humanity. And David O. Russell, best known for "Spanking the Monkey," proved that it is possible to transition from hip indie guy to big-budget, big-studio director without falling flat.

9) "Run Lola Run"

A woman with flame-colored hair sprints through the streets of Berlin and three possible fates in a frantic quest to save her boyfriend's neck and make her own story turn out right. "Run Lola Run" could have been just a slick, subtitled amalgam of MTV-style clichis, but this breathless adventure was too busy being busy to ever bog down or bore. Through music, photography, animation and, most of all, the ferocious energy of leading lady Franka Potente, writer/director Tom Tykwer proved that timing is everything.

10) "South Park: Bigger, Longer & Uncut"

Who'd have though that the crudely drawn and just plain crude cutups from cable could deliver such an exuberantly intelligent celebration of free expression, or that they'd do it by stomping so cheerfully on the monolith of animation that is Disney? Any movie that can declare war on Canada, kill off the Baldwins, give Satan a power ballad worthy of Elton John and leave you humming a ditty about shutting your fucking mouth is a movie that will never win an Oscar, never win a Golden Globe and deserves nose-thumbing heaps of accolades.

Charles Taylor

1) "Three Kings"

Shot through with echoes of "The Treasure of the Sierra Madre" and "The Wild Bunch," embracing the humanist cynicism of "M*A*S*H" and boasting the strongest political content of any American film since "Blow Out," David O. Russell's Gulf War drama is nonetheless an original, a bloody military vaudeville with the rousing emotional satisfactions of a classic adventure film. Flawless performances from Ice Cube, Mark Wahlberg, Spike Jonze and George Clooney, who may be to the '90s what William Holden was to the '50s. From among countless priceless moments: Jonze's goony-bird G.I. speeding toward the heroism he never wanted in the sedan of his dreams to the strains of Chicago's "If You Leave Me Now."

2) "Besieged"

Bernardo Bertolucci's best film in years, and the one in which he finally cops to the way his thimble-deep Marxism has always been undermined and overwhelmed by his sensuality. There's a sublime irony in the sight of David Thewlis' classical pianist listening to John Coltrane's "My Favorite Things" while taking inventory of the treasures he will sell to obtain the freedom of the African political prisoner married to the housekeeper (Thandie Newton) he has fallen in love with. A rich, beautifully acted parable about the undissolvable divisions between art and politics, East and West, male and female, black and white, Bertolucci's film is also a lush chamber drama and an unlikely love story. The whole picture seems contained in Thewlis' hands, which, when they aren't at the keyboards, dart through the air as if they could pluck from it the poetry he can only express while playing.

3) "All About My Mother"

Pedro Almodsvar finally achieves the maturity his recent films were stumbling toward while rediscovering the flamboyance that made him so enjoyable in the first place. Inviting both laughter and sobs, often at the same time, this melodrama about the power of motherlove begins in territory akin to a Douglas Sirk weeper and winds up closer to a Maria Callas aria. Using color more emotionally than any filmmaker since Jacques Demy, Almodsvar puts candy-bright pop colors in a world where the happiness they denote can seem sadly out of reach.

4) "The Straight Story"

Being the true story of one Alvin Straight, a 73-year-old man who set out to visit the brother he hadn't talked to in 10 years by driving 300-plus miles from Iowa to Wisconsin on his John Deere lawnmower. Predictably dismissed by some clueless reviewers as David Lynch making nice, "The Straight Story" is at once the most straightforward of the director's films and as strange and wonderful as anything he has ever made. If the characters don't fall in the personal infernos that consume the inhabitants of "Blue Velvet and "Twin Peaks," the love Lynch showed small-town eccentricities in those works is very much present. As Alvin, Richard Farnsworth has a dignity no less immense for being so casual.

5) "The Dreamlife of Angels"

Erick Zonca's debut film is a mystery story about the forces that draw people together and, bit by bit, pry them apart. Accepting the marginal economic state of his two heroines, and thus the French young, as a given, Zonca explores how people do or don't hold onto their humanity in perilous circumstances. If Natacha Ringier's Marie shows how people close themselves off, Ilodie Bouchez's Isa shows the grace of those who remain heartbreakingly open in the toughest times.

6) "Late August, Early September"

Olivier Assayas' ensemble drama follows a group of friends in their 30s reaching the age where their youthful idealism is no longer enough to keep them from acknowledging the privations and limitations their choices have entailed. Warm and direct in the way that his films that preceded "Irma Vep" were not, "Late August, Early September" finds Assayas reaching toward becoming a humanist filmmaker who remains true to the spirit of his generation of Parisians.

7) "Dick"

F. Scott Fitzgerald was wrong. There are second acts in American lives: You just have to wait until you're dead. Reacting against the attempted posthumous rehabilitation of Tricky Dick, director Andrew Fleming's film, the best American comedy of the year, views Watergate as not some blot on a record of remarkable foreign policy achievement (tell it to the Cambodians) but as the essence of Nixon's craven, twisted soul. Retelling the story through the eyes of two teenage girls (Kirsten Dunst and Michelle Williams) who accidentally stumble upon the Watergate break-in and become privy to the White House coverup, Fleming has made a comedy about the dawning of contemporary American political cynicism. As Nixon, Dan Hedays turns in a caricature that never softens its subject and still calls up more sympathy than you may be ready to feel.

8) "The Insider"

Michael Mann's style of filmmaking is glum, portentous and big, and he finally finds a use for it in this riveting, muckraking drama about betrayals of trust, both necessary and unforgivable. Mann wants to make us feel what it is to be up against the institutions that control American life -- corporations, media, the courts -- and to make us angry about their degree of control. Christopher Plummer's sly-as-a-cat portrayal of Mike Wallace is delicious; but it doesn't overshadow Al Pacino's controlled passion as "60 Minutes" producer Lowell Bregman, or Russell Crowe's phenomenal, fully lived-in performance as Jeffrey Wigand, the man who blew the whistle on Big Tobacco. No one has gone deeper into the character of the honorable American whose integrity keeps getting him in trouble.

9) "Buena Vista Social Club"

Starting out modestly, Wim Wenders' documentary is perhaps the most purely joyous movie of the year. A piece of graffiti glimpsed near the end proclaims, "The Revolution Is Eternal!" But with the crumbling signs of Castro's Cuba evident everywhere, what's eternal is the shining faces of the film's once-forgotten musicians playing with more sweetness than you have any right to expect from them.

10) "The Limey"

A meditation on how being out of time can be the hippest move of all. As Wilson, the English con who comes to L.A. to avenge his daughter's death, Terence Stamp (seen alongside clips of himself 32 years younger in Ken Loach's "Poor Cow") is used as an icon of '60s British cool, while Steven Soderbergh's direction consciously evokes the fractured modernist style of John Boorman's 1967 "Point Blank." But there's more than style here. Splintering the progression of scenes into shards, Soderbergh captures the way that, for Wilson, past and present are one. And Stamp, alone in his motel room brooding over the daughter lost to Wilson even before she died, shows the mournfulness his bravado hides elsewhere, presaging the tragedy of a man who pursues corruption only to see his hypocrisy staring him in the face.

Honorable Mention: "Romance," "Run Lola Run," "Cookie's Fortune," "My Son the Fanatic," "The Matrix," "Sleepy Hollow," "American Pie," "South Park: Bigger, Longer & Uncut."

Andrew O'Hehir

My primary gig at Salon is to cover major commercial films and, as advertised, this has been an exceptionally good year for Hollywood. So why are two of the first three movies on my list foreign? On the one hand, I could hold forth about the ways that American filmmakers are still not free from the pernicious influence of Alfred Hitchcock: They confuse action with emotion, see appearance as reality and understand storytelling mainly as a trick played on the audience. On the other hand, when I look at my list such protestations ring hollow. One of my highly rated foreign films is a cartoon and the other is a knockabout farce with considerably more action and slapstick humor than, say, "Being John Malkovich." So let's can the theories and get on with it.

Full disclosure: No critic sees everything, and there are several movies I haven't gotten to that might have cracked this list, most notably "Dogma" and "All About My Mother."

1) "Black Cat, White Cat"

The world shifted its attention away from the Balkans in 1999, but Bosnian filmmaker Emir Kusturica ("Underground," "When Father Was Away on Business") abandoned the serious tone of his earlier work for this defiantly ribald, allegorical farce that laughs in the face of death. Here, love is triumphant, the wicked are punished and death itself is revealed to be a temporary inconvenience. There's more appreciation for life and the possibilities of cinema in "Black Cat, White Cat" than in any other 10 movies made this year.

2) "American Beauty"

I still have misgivings about this bittersweet suburban satire, but it has grown on me since its release, and I'll take a flawed masterpiece over finely crafted crap any day of the week. Kevin Spacey is of course magnificent in the role of his career as Lester Burnham, facing the mother of all midlife crises, and if his final scene with would-be nymphet Mena Suvari doesn't bring tears to your eyes, you may not have a heart. If the film's pseudo-Buddhist spirituality is murky and its "issues" with homosexuality seem unresolved, it's nonetheless a lovely, haunting and deeply serious exploration of ordinary American life.

3) "Princess Mononoke"

A sweeping, heart-rending epic about the conflict between nature and technology from legendary Japanese animator Hayao Miyazaki, this mythic yarn full of gods and demons, tyrants and rebels blows George Lucas off the map. But despite an exemplary English-language dub featuring the voices of Billy Crudup, Claire Danes, Minnie Driver and Billy Bob Thornton, box-office returns were modest. Maybe moviegoers couldn't figure out if "Princess Mononoke" was for kids or adults. It's really one of those rare and powerful animated films that works on different levels for different audiences.

4) "The Insider"

Yes, viewers stayed away in droves. Who wants to see a movie about "60 Minutes" and the tobacco industry? For me (and, I suspect, director Michael Mann), the heart of "The Insider" lies in Russell Crowe's portrayal of whistle-blower Jeffrey Wigand as a conflicted and uncertain hero who never fully understands his own motivations. Wigand is a lonely man in a lonely country, a crumpled, middle-aged Hamlet who sees something rotten in the state of America. Always a first-rate visual stylist, Mann captures Crowe's furrowed visage throughout the film in a series of striking, almost surreal tableaux that will stick with you long after Al Pacino's method ranting has melted away.

5) "The Matrix"

Joseph Campbell, Philip K. Dick and John Woo are loaded for bear in this implausible pastiche that rips off every sci-fi actioner of the last two decades but manages enough wit and originality to be utterly distinctive. Sci-fi geeks spent months parsing the complex narrative, which for once respected the audience's intelligence and halfway hung together. For the rest of us, it was about Keanu Reeves' bod, Laurence Fishburne's unflappable cool and the mind-bending action scenes cooked up by the writer-director team of Andy and Larry Wachowski. Furthermore, "The Matrix" was the first movie of '99 to tap into the deepening unease surrounding the info-consumption economy. Its vision of the human race as isolated prisoners being force-fed an electronic false reality is, after all, pretty much true.

6) "Three Kings"

At heart, "Three Kings" is a Vietnam movie, right down to the psilocybin visuals and retro soundtrack (yes, letter-writers, I know when and where it's set). In fact, as I wrote earlier this year, it's probably the best Vietnam movie since "Apocalypse Now." George Clooney, Ice Cube and (especially) Mark Wahlberg are outstanding as American soldiers adrift amid the chaos of post-war Iraq who must choose between greed and conscience. We never have much doubt where it's going, but "Three Kings" is still a memorable adventure loaded with wit, a healthy sense of irony (that's not the same as cynicism) and spectacular imagery.

7) "The Straight Story"

David Lynch's minimalist Midwestern meditation on old age and mortality is elegant and bracing, even beautiful, but it didn't rock me emotionally the way it did some viewers. Maybe that's my problem: I can't help feeling that Lynch remains cold to the fate of his characters, even in a movie where nobody winds up in a ditch with their eyes gouged out. On the other hand, he gets a wonderful performance from Richard Farnsworth as the ailing, quixotic Alvin Straight, who rides a lawnmower 300 miles to visit his estranged brother, along with a too-brief supporting role from Sissy Spacek. Veteran English cinematographer Freddie Francis supplies the lovely, leisurely images, and only Lynch could make a G-rated Disney film feel this sad and strange.

8) "Summer of Sam"

Spike Lee's first non-black-centric film seemed to confuse audiences of all races and did poorly at the box office, but I'm not sure that's Lee's problem. Some conservative pundits actually claimed that its focus on a Bronx Italian-American neighborhood over the long, hot summer of 1977 was further proof of Lee's anti-white racism. (How that's supposed to work I have no idea.) In retrospect, this ambitious, explosive, frenetically alive film -- which tries to bring together the Son of Sam killings, the Reggie Jackson-era Yankees and the birth of punk rock -- may seem like Lee's "Manhattan," his effort to distill the essence of the city that fuels his art. OK, so his ambition exceeds his grasp, but this is still Lee's only film of the '90s good enough or big enough to rival "Do the Right Thing."

9) "Office Space"

Right around here any Top 10 list becomes almost totally arbitrary, so let's throw in a wild card. "Beavis and Butt-head" creator Mike Judge's first live-action feature was doomed by an idiotic marketing campaign that bore no relationship to the movie, a sharp, true and very funny corporate satire set in nowheresville Texas suburbia. Ron Livingston turns in a subtle performance as the affectless software engineer who stages a coup against the long hours, anonymous drudgery and atmosphere of phony equality typical of the '90s business world. Jennifer Aniston is the stir-crazy mall-restaurant waitress who catches his eye, partly for her refusal to wear "flair" on her uniform (see the movie and you'll understand).

10) "Three Seasons"

Half neorealism and half romantic fantasy, this debut feature by Vietnamese-American director Tony Bui, almost overcrowded with memorably lovely images, is the first American film to be made in Vietnam. If it wasn't for Harvey Keitel's forced and awkward presence as a former G.I. back in Saigon to search for the child he abandoned many years earlier, "Three Seasons" would rate much higher. Its other interlocking Saigon stories -- about a cyclo driver in love with a beautiful prostitute, a flower-seller from the countryside who gets to know a dying poet and a street urchin facing total destitution -- are handled with impressive maturity and compassion.

Honorable mention: "American Movie," "Being John Malkovich," "The Green Mile," "Jeanne and the Perfect Guy," "West Beirut."

By Salon Staff

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