2. The Insider Idealism and harsh reality -- and all the moral shades in between -- collide in this hard-hitting exposé that features formidable performances by Russell Crowe and Al Pacino. Director Michael Mann marries his sense of outrage with his trademark powerhouse visual style in a fact-based story that casts a harsh light on journalistic ethics and the personal cost of telling the truth.
3. American Beauty As darkly comic as it is disturbing, this take-no-prisoners look at a dysfunctional American family marks an impressive directorial debut for theatrical director Sam Mendes (Cabaret). Kevin Spacey, arguably the greatest actor working today, is even more extraordinary than usual.
4. October Sky A small treasure from director Joe Johnston, based on the memoir by Homer H. Hickham Jr., about making one's dreams come true despite seemingly insurmountable odds. Heartfelt and moving, without being the least bit sentimental. Exceptional family entertainment.
5. All About My Mother A richly textured film from Spain's Pedro Almodovar, one of the few true auteurs working today. Merging the comic, tragic, and subversive, this beautifully acted screwball drama is Almodovar's most mature film to date.
6. West Beirut In his directorial debut, Lebanese-born cinematographer Ziad Doueiri examines the chaos of a divided, war-torn city (Beirut, 1975) from the perspective of an adventurous teenager who gradually comes to appreciate the corrosive effect of the conflict. Rami Doueiri, the director's brother, is a complete natural in his acting debut.
7. Xiu Xiu: The Sent-Down Girl Chinese-born actress Joan Chen turns director in this stark but beautiful look at the failure of China's Cultural Revolution. Tibetan actor Lopsong brings heart-wrenching dignity to his role of a peasant assigned to teach a naïve city girl about herding horses. Magnificently shot by cinematographer Lu Yue, the film has an eloquent simplicity that proves emotionally devastating.
8. Grand Illusion One of the greatest films ever made, Jean Renoir's 1937 antiwar masterpiece was re-released this year in a pristine new print. Set during the First World War, the movie is as much about the death of Europe's prevailing class-conscious social order as it is about the tragedy and futility of war.
9. The Legend of 1900 Mesmerizingly beautiful to look at, this first English-language picture from director Giuseppe Tornatore (Cinema Paradiso) contains the most exquisite cinematography and production design of any film this year. A dreamlike fable about the precariousness of life, the film is suffused with an almost tangible sense of longing and sadness.
10. Twin Falls Idaho A modern-day Beauty and the Beast, this beautifully realized tale of love and intimacy marks the feature debut of acting/writing/directing twin brothers Mark and Michael Polish. The dramatic lighting, sense of composition, and use of rich colors give the film the feeling of an exquisite still photograph.