2. Saving Private Ryan
War movies may never be the same again after Spielberg's 30-minute recreation of the Normandy Beach invasion that opens his WWI epic. Wrenchingly graphic and intensely emotional, the flawlessly executed film takes us as close to war as anyone can comfortably get without actually enlisting.

3. Divine Trash
Anyone willing to look beyond director John Waters' scatological front and find the artist that lies beneath should hunt down this hilarious film. Pecker misfired at the box office, but Steve Yeager's entertaining look at the colorful careers of the unconventional filmmaker and his outrageous transvestite star delighted audiences at the Sundance and SXSW film festivals.

4. Sliding Doors
”What if?” We'll never know how every chance occurrence or minute decision will affect our lives. Sliding Doors follows star Gwyneth Paltrow as her life splits for two completely different, though cleverly intertwined outcomes. Paltrow (along with Christina Ricci) was 1998's Parker Posey, the ubiquitous actress with five of the year's films to her credit. This, not her Oscar-winner, was the best of the lot.

5. The Slums of Beverly Hills
A Judy Blume for grownups looking back, writer/director Tamara Jenkins embraces serious issues of identity and sexuality, presenting such aspects with unparalleled candor. Her entire cast puts everything on the line in a wild, honest coming-of-age story that, like its characters, finds life a lot more exciting on the lowbrow side of things.

6. Shakespeare in Love
Writers Marc Norman and Tom Stoppard would have us believe that Shakespeare lived as wildly as his characters, and in doing so, they've written a film so rich with romance and humor, the audience must endeavor just to keep up. This is doomed love, the mix of low- and high-brow comedy and the expert sense of word-play, all as the bard would have it.

7. Live Flesh
Here it is: what the critics call the mature side of Pedro Almodovar's talent for saucy storytelling. Don't worry, you don't have to look far for that trademark dose of sexual tension, but you'll find it hidden behind the deliciously interwoven lives of a handful of fascinating characters.

8. Elizabeth
I'm usually not one for costume dramas, but Shekhar Kapur's lavish portrait of England's “Virgin Queen” is a stunning feat indeed. Heavy on ultra-realism (surprisingly gory) and artistic flourishes (plenty of God's-eye-view shots), Elizabeth recycles stodgy old historical details for a surprisingly modern adaptation.

9. Dancer, Texas Pop. 81
First-time director Tim McCanlies catches every nuance of small-town life in this genuine, laid-back coming-of-age story set in a microscopic West Texas town where the four guys in the graduating class debate whether to leave Dancer for good. May be too slow for some, but the pacing seems highly appropriate to the subject.

10. Hands on a Hard Body
How far would you go to win a brand new pickup truck? In the city of Longview, Texas, 20 men and women participate in an annual contest, standing as long as they can in the same spot with one hand on their dream and their legs going numb below them, hoping that the others around them will give up first. This documentary captures the entire event, never poking fun, but letting the unusual group of contestants speak for themselves.