1. The Lord of the Rings: The Fellowship of the Rings. A beautiful, skillful adaptation that nearly matches its source in imagination, brilliance, and sheer fun. Director Peter Jackson, presents an enthralling cinematic experience-a wondrous realization of
top-notch filmmaking on all levels.

2. Waking Life. Richard Linklater’s pontification on existentialism is as thought provoking in content as it is for its surreal, medium blending visuals.

3. In the Bedroom. Sissy Spacek and Tom Wilkinson’s soulful performances anchor director Todd Field’s hypnotic examination of murder, grief, and the unfulfilling desires of vengeance amidst the placidity of middle-class life.

4. The Royal Tenenbaums. Max Fischer would be proud. A surprisingly bittersweet but expectedly quirky fable from Wes Anderson exploring the hidden recesses and eventual redemption of a family slipping further into dysfunction.

5. Memento. Director Christopher Nolan, with his artistic narrative and crafty virtuosity, created the year’s most involving and original head film.

6. Amelie. Cynics be damned; Amelie is an inventive, wholly enchanting tale from Jean-Pierre Jeunet with a mesmeric performance by the Hepburn-like Audrey Tautou.

7. Ocean’s Eleven. A prime example of how good a mainstream Hollywood picture can be when placed into the hands of a gifted director.

8. Startup.com. Anyone’s innately human desires for voyeurism (and intelligent film viewing) will be satisfied in this documentary’s compelling story of risky business and crumbling friendship at the heart of America’s dot com craze.

9. A.I.: Artificial Intelligence Steven Spielberg’s allegorical fairy tale may be the commercial director’s most misunderstood film, but it is also one of his best.

10. Hedwig and the Angry Inch. Yes, it was overshadowed by the bigger-budgeted Moulin Rouge, yet Hedwig’s uninhibited flair for
creativity, thanks to the talented writer/director John Cameron Mitchell, sparkles above its flashier counterpart. Nicole who?