10. Star Wars Episode II: Attack of the Clones -- I know what you're going to say, and I can't entirely disagree with any of the major criticisms leveled against Mr. Lucas's opus. Nonetheless, I also can't dispute the fact that the last 30 minutes or so are some of the greatest ever committed to celluloid. I'll stack it up against the battle of Helm's Deep any day.
9. 25th Hour (Opens in Cleveland on January 10) -- Spike Lee tends to do better when using someone else's script, and together with David Benioff he's created his finest film yet, a meditation on macho bullshit, denial, redemption, and wrong paths that extends -- allegorically and obviously -- to the state of the nation post-9-11.
8. Das Experiment (Coming to the Cinematheque February 20 and 23) -- A tense thriller about societal roles and their relationship to brutality, Oliver Hirschbiegel's powerful feature debut makes a useful statement in the era of reality TV and PATRIOT acts, and has earned its director a possible slot at making Blade III.
7. Scarlet Diva (Coming to the Cinematheque February 6 and 7) -- Everyone I know who owns a camcorder has made a self-confessional, semi-autobiographical piece of videotaped wankery, but Asia Argento does it better than all of them.
6. Spider-Man -- The best live-action, cinematic, superhero-comic-book adaptation ever. Organic webshooters aside, it's nice to see that faithfulness to source material can work.
5. One Hour Photo -- Robin Williams was born to play creepy, and writer-director Mark Romanek finally expanded upon this potential. Critics unfairly bashed the ending; there's more ambiguity to it than initially meets the eye.
4. Jackass: The Movie -- Don't fight it. Laugh out loud -- it's OK. Its creators may have intended it as a trivial goof, and its producers were looking for franchise dollars, but what actually resulted -- and the fact that it screened nationwide -- was the biggest act of cinematic subversion this year.
3. Lovely and Amazing -- As acerbic a look at the L.A. woman as May, Lovely and Amazing also has heart, as it takes a light yet unflinchingly unsentimental look at female body image and self-loathing through three different generations.
2. About Schmidt (Opens in Cleveland this Friday; see review) -- Let's just say it'll finally let the world know that not all country people in America have Southern accents.
1. Spirited Away (Sen to Chihiro no Kamikakushi) -- If it were live-action, there'd be no doubt; still, Hayao Miyazaki's animated fantasy is the best movie of the year. Unencumbered by Hollywood notions of three-act structure or simplistic approaches to good and evil, the episodic saga of a young girl trapped in a bath house for earth spirits has the magic of the best children's literature.
10. The Pianist (Opens in Cleveland on January 10) -- The great director Roman Polanski mutes his usual trademarks to deal with the Holocaust (which, of course, he experienced firsthand). This is a film more to admire than enjoy: It's grueling, appropriately enough, but not the kind of thing you want to watch over and over.
9. One Hour Photo -- Robin Williams really is creepy as all get-out in this perfectly controlled thriller -- which may be too finicky in its attention to design. Still, it's a winner.
8. Lagaan -- The Oscar rules are so insane that I'm ignoring them for this Indian film. It would qualify if it hadn't been nominated for Best Foreign Language Film last year; if it had merely been entered, but not nominated, it would qualify for all the other awards this year. In effect, it's penalized for having gotten a nomination. Certainly the best four-hour musical about cricket you'll ever see.
7. Far From Heaven -- This story of different kinds of forbidden love isn't simply an homage to the Douglas Sirk melodramas of the '50s. It re-creates them, utterly without snickering irony, while anachronistic flourishes give the drama an extra charge.
6. Punch-Drunk Love -- Paul Thomas Anderson takes off on Adam Sandler's screen persona, showing us how unfunny -- in fact, how very scary and disturbing -- Sandler's typical geek characters would be, if you remove them from the realm of broad comedy.
5. Merci Pour le Chocolat -- This 2000 thriller from French master Claude Chabrol -- which showed up in the U.S.A. two years late -- is a masterpiece of nuance and characterization, marred only by one inexplicable, distracting blunder at the end.
4. Lilo & Stitch -- The most entertaining animated feature to come out of Disney proper -- that is, not from Pixar-by-way-of-Disney -- in years.
3. Adaptation (Opens in Cleveland on January 10) -- It's certainly the most self-reflexive movie ever made, and it flirts with the precious. But it's so brilliantly worked out and so much pure fun that it's hard to resist.
2. Brotherhood of the Wolf -- Hong Kong action blended with witty dialogue and gorgeous cinematography, this is clearly the greatest horror/action/kung-fu French period drama ever made.
1. Talk to Her (Opens in Cleveland on February 14) -- Pedro Almodóvar's tale of two men and the comatose women they love is, in tone and structure, immediately identifiable as something only the Spanish bad boy could have come up with. It is the most extraordinary manifestation yet of what makes him utterly singular: No one can blend melodrama and heightened emotion with laugh-out-loud wackiness the way he does.
10. Lilo & Stitch -- What the hell; it made me laugh.
9. Italian for Beginners -- from Denmark -- an accessible Dogme film!
8. Gangs of New York -- Flawed, but still noteworthy. Daniel Day-Lewis is his usual mesmerizing self.
7. Talk to Her -- The latest from Spanish writer-director Pedro Almodóvar. As good as his early work is, his films keep getting richer.
6. Bowling for Columbine -- Yes, it's one-sided, but director Michael Moore doesn't put words in anybody's mouth; he lets people hang themselves. Should be mandatory viewing for every person in the United States over the age of 14.
5. Road to Perdition -- A riveting mix of pulp and myth. The only film actually released in 2002 about which I am passionate.
4. Divine Intervention -- A potent black comedy from Palestinian writer-director-actor Elia Suleiman.
3. Sweet Sixteen -- British filmmaker Ken Loach's best film ever, about a boy who dreams of a family life he never had -- and the hard life lessons he learns, trying to create it.
2. Russian Ark (Coming to the Cinematheque February 14-16) -- A dreamlike journey through three centuries of Russian history, shot in a single, unbroken 87-minute Steadicam shot that covers more than a mile inside St. Petersburg's magnificent Hermitage Museum, the former Winter Palace of the tsars.
1. City of God -- This brilliant, brutal film -- the Brazilian entry for the Best Foreign-Language film Oscar -- charts how the drug trade came to the slums of Rio de Janeiro in the period from the 1960s to the 1990s. Directed by Fernando Mereilles, with a predominantly nonprofessional cast. Extremely violent, so be prepared.
10. Chicago -- "How can they see with sequins in their eyes?" Quite well, thanks to the expert way director Rob Marshall and screenwriter Bill Condon have adapted the Kander & Ebb-Bob Fosse musical.
9. Showboy -- Christian Taylor starred, co-wrote and co-directed (with Lindy Heymann) this delightful mockumentary about his desire to become a Las Vegas chorus boy.
8. The Quiet American -- After several years of bland American blockbusters, Phillip Noyce returns to real filmmaking with this adaptation of Graham Greene's prescient novel of Vietnam just prior to the American occupation, with great performances by Michael Caine and Brendan Fraser.
7. The Fluffer -- While Lorenz Hart said "unrequited love's a bore," there's nothing boring about Wash Westmoreland and Richard Glatzer's tragicomic deconstruction of the world of gay porn.
6. The Lady and the Duke -- This tale of a British aristocrat during the French revolution by master Eric Rohmer proves that you can teach an old dog new tricks.
5. Gerry -- Gus Van Sant's existential road movie might best be described as the Samuel Beckett version of Dude, Where's My Car?
4. The Cockettes -- David Weissman and Bill Weber's documentary about the legendary San Francisco troupe of gay hippie acid freaks is the Rosetta stone of the 1960s.
3. Y Tu Mamá También -- The only truly serious film yet made about teenage male sexuality, directed with uncanny insight and exceptional vigor by Alfonso Cuaron.
2. Far From Heaven -- Todd Haynes's Douglas Sirk-inspired melodrama about race and gayness in the 1950s is more timely than ever, thanks to Trent Lott.
1. I'm Going Home -- The most beautiful film ever made about aging, by the world's oldest working filmmaker, the 94-year-old Manoel de Oliveira.