2. Wonder Boys -- Rerelease has provided new life for this quirky, observant little comedy about a burned-out English professor named Grady Tripp (Michael Douglas) who can't put the lid on his unruly second novel. Robert Downey Jr. (out of the joint on a day pass?) is wonderful as Tripp's bisexual literary agent.
3. You Can Count on Me -- Kenneth Lonergan's beautifully written, perfectly acted independent feature is at once a drama about the unresolved traumas of childhood and a sly comedy about how sibling conflict tests the limits of family love.
4. A Time for Drunken Horses -- The stark simplicity of Kurdish filmmaker Bahman Ghobadi's drama about a boy's quest to hold his family together in the face of poverty, disease, and corruption does nothing to obscure its emotional power or the complexity of the geopolitical issues underlying it.
5. Croupier -- In British filmmaker Mike Hodges's satisfyingly twisted drama, a writer, played by Clive Owen, signs up as a roulette dealer with the idea of turning out a potboiler about his experiences in the casino. But that goal, along with almost everything else, gets tangled up in Hodges's deliciously devious plot, in which nothing is quite what it seems.
6. Gladiator -- No big-budget extravaganza that features ravenous tigers in hot pursuit of vulnerable human flesh can be all bad, and Ridley Scott's revival of the fun and games in ancient Rome is not just exciting; it improves on the lavish helmets-and-breastplates epics of the 1950s.
7. Requiem for a Dream -- In his second film, young Darren Aronofsky (Pi) gives us a savage and wholly convincing journey into the surreal terrors of drug addiction, and he gives controversial novelist Hubert Selby Jr. the vivid cinematic translation his book deserves. Visually exciting and thoroughly unsettling; here's an authentic horror movie.
8. Quills -- Imagine Geoffrey Rush as the Marquis de Sade, locked in a cell but liberated of mind; Kate Winslet as the saucy laundress who sneaks his writings out to the printer; and Joaquin Phoenix as the jailkeeper-priest who forbids the scandalous marquis to publish. Philip Kaufman's wickedly funny indictment of censorship and sexual hypocrisy is both mischievous and artful.
9. Hamlet -- Michael Almereyda's spellbinding new take on Shakespeare takes liberties with the great tragedy in order to reignite it, and rock-ribbed traditionalists aren't likely to approve. Still, imagine "To be or not to be" delivered in the "Action" aisle at Blockbuster.
10. Billy Elliot -- Yes, it falls squarely into the same triumph-over-trouble genre as The Full Monty and Brassed Off, but it's sent aloft by the performance of young Jamie Bell, a whirling dervish who becomes a witty and winning screen presence.