2. The Talented Mr. Ripley
Take the yawns out of The English Patient and what do you get? The atmospheric intensity of The Talented Mr. Ripley, of course. Oscar-winning director Anthony Minghella trades in the sand dunes for scenic Italy, where opportunist Tom Ripley (Matt Damon) retreats on a mission to bring home spoiled rich kid Dickie Greenleaf (Jude Law).

"I always thought it would be better to be a fake somebody than a real nobody," admits an insecure Ripley as justification for his rather severe answer to a haunting identity crisis. Far from typical date-movie fare, Mr. Ripley begins innocently enough in amber-hued oblivion, but turns sharply towards startling violence when Ripley's idolatry for his host meets with rejection.

Minghella builds on the familiar formula, further enriched by incredible performances from Damon, Law and especially Philip Seymour Hoffman in a creepy supporting part. For once, the thriller that emerges seems unconcerned with mimicking that elusive Hitchcock style, with Minghella using subtlety and restraint as perfectly as the master managed self-conscious theatrics. The Talented Mr. Ripley excels as a period piece with themes too perilous to be handled justly before now (a statement not to be taken as a dis against Purple Noon, also adapted from Patricia Highsmith's novel). As such, it demands a maturity from its audiences. In many ways, the challenging, unsettling film may still be ahead of its time.

3. American Beauty
"Look closer," American Beauty challenges: Peer behind those white picket fences and into the shadows of our maple-lined suburb streets.Screenwriter Alan Ball and first-time director Sam Mendes scrape off that rosy façade of normalcy, shattering the myth of suburban utopia. The closest thing to a functional family you'll find on Lester Burnham's street are Jim and Jim, the gay neighbors.

As a '90s Willy Loman, Kevin Spacey plays "an ordinary guy with nothing to lose" who faces up to his mid-life crisis and opts to steer for himself again. Rather than be ruled by artificial comforts, Lester focuses on reclaiming his virile adolescence: He pumps iron and smokes grass, chases after his daughter's knockout teen friend and trades his "responsible" job for flipping burgers.

American Beauty opens with Lester announcing that he will be dead within a year. Ironically, that leaves him just enough time to straighten out the doldrums of his life. From there, the "whowillhavedunnit" teaser is really little more than distraction in this fractured portrait of the modern family. These folks have evolved beyond the weary despondency of Death of a Salesman and achieved the American Dream, discovering just how hollow the grand homes, picture-perfect families and padded lifestyles can be.

American Beauty rescues Lester before responsibility can return to make his life miserable again, offering a welcome fantasy to audiences of "we're mad as hell, and we're not going to take it anymore" types who identify all too well.

4. Toy Story 2
The technology alone was enough to leave jaws dropped when Pixar introduced Toy Story as the first computer-animated feature back in '95. Toy Story 2 compounds the effect with dazzling visual effects (already drastically improved) and a story line that expands rather than rehashing the best moments of the original.

In the sequel, Woody is stolen by a no-good toy dealer planning to sell the cowboy collectible to a museum. Now it's Buzz's turn to come to the rescue with all our favorite toys in tow. Wisely upgraded from straight-to-video status to a full-blown theatrical bonanza, Toy Story 2 broadens the settings and the cast to include Barbie and a complete line of pull-string companions for Woody.

Photo-realistic hair effects for the new humans (and the frisky dachshund addition) make the plastic-skinned, bubble-headed Andy and his mother look like prehistoric aliens. As Pixar whisks us along with such entertaining toy-centered diversions, we begin to sense the possibilities of computer animation, the characters and environments growing more lifelike with each film. While George Lucas increasing reliance on CGA threatens an all-digital future (I could handle the fuzzy muppetry of the Ewok movies, but shudder to imagine a Gungan adventure starring Jar Jar Binks), Pixar reminds us just how magical these new opportunities can be.

In the company of The Iron Giant (an incredible cartoon whose imagination proved too ambitious for live action) and South Park (with a style as crude as its humor), Toy Story 2 leads the pack in a year of incredible animated films. Check 'em all out, but see this one first.

5. Eyes Wide Shut
A scintillating riddle of a film, Eyes Wide Shut is a puzzle with an easy answer and endlessly provocative parts. Despite the film's generous length, elaborate presentation and top-dollar star power (Tom Cruise and Nicole Kidman), Kubrick's ultimate point is surprisingly modest and almost uncomfortably intimate.

Fuming after his wife confesses an imagined infidelity, Dr. Hartford takes to the New York City streets in an effort to reclaim sexual control. Consummation in thwarted at every opportunity, but temptation builds until he has unintentionally overstepped the line acceptable in his marriage, putting himself and his family in danger.

The more we accept the film as an outlet to satisfy our own erotic curiosity, the more effectively it works. The movie ends with a very simple ultimatum, aimed not only at the characters but also at audiences who have overlooked the proper venue for such exploration and sought out Eyes Wide Shut instead.

An uncomfortable feeling comes with seeing this movie surrounded by anonymous people in a theater, when Kubrick seems to intend it as living-room viewing for married couples. If all goes according to plan, the pair who rented Eyes Wide Shut for its stimulating potential will reach the end of the film realizing they need not look any further than one another for sexual satisfaction. Turning off the television and retiring to the bedroom, they can focus their attentions where they belong.

6. Magnolia
Magnolia succeeds as so many things — a fascinating ensemble collage, an experiment in cinematic momentum, a musically structured tribute to songstress Aimee Mann — it's a shame that we as audiences aren't fully prepared to appreciate a film of such audacity. For me, it took a second viewing before I could comfortably overcome my preconceptions and embrace what P.T. Anderson was trying to do, and even then the movie leaves me appropriately dazed.

Other pleasant ensemble films of late seem to have developed their own formula; movies like Playing By Heart present a diverse array of characters that converges to reveal an unexpected relationship by the end of the film. Magnolia, on the other hand, begins with a web of fathers and children, lovers and love-deprived souls already connected and expands from there.

Rather than reducing everything to an easy, satisfying answer, this tapestry grows richer as the film develops (and on subsequent viewings). The way Anderson lends grandeur to everyday events, personal emergencies as fleeting as filling a prescription, finding a lost firearm or demanding a bathroom break come to warrant show-stopping crescendos, just as such mini-cataclysms can in real life.

And when the truly phenomenal enters the picture (in a sequence as spectacular as the movies can give us), we need only sit back and realize that "this is something that happens," and take it in stride with the other challenges life offers.

7. The Insider
The year's most engaging courtship is anything but romantic, but fascinating nonetheless as "60 Minutes" producer Lowell Bergman (Al Pacino) woos a reluctant source into revealing Big Tobacco's big lie on the air. Meanwhile, former Brown & Williamson research head Jeffrey Wigand (Russell Crowe) must decide whether he trusts Bergman enough to jeopardize everything and expose the truth about nicotine addiction. Allowing for some fact-bending and "dramatization," The Insider chronicles Wigand's risky testimony and the ensuing ethical quagmire as CBS bowed to corporate pressure and cut the interview.

Director Michael Mann reteams with cinematographer Dante Spinotti for a project far different from their impressive 1995 film Heat. Where Heat disguised an intriguing series of case studies on marriage as an action movie, The Insider almost entirely ignores family factors to concentrate on the information affair between Bergman and Wigand.

All but frothing at the mouth as crusading journalist Bergman, Pacino is so comfortable with all these speeches and snarls by now that I almost wish he would consider a role like Rain Man. Pushing the envelope a bit more is Crowe in a terrific performance as the temperamental guy unlucky enough to know Big Tobacco's dirty secrets and morally compelled to do something about it. Christopher Plummer rounds out an impressive cast in a performance as Mike Wallace that grasps the imperceptible balance between arrogance and due respect that defines the unmistakable newsman.

Understandably controversial, The Insider proves to be a sharp media critique and one of the decade's most significant films.

8. Lock, Stock and Two Smoking Barrels
A stunning mélange of pop-culture elements, Guy Ritchie's energetic debut feature Lock, Stock and Two Smoking Barrels throws the visual tricks of film, advertising and music video in a blender and comes out with one slick-looking comic caper. Fans of films as edgy and varied as Pulp Fiction, Trainspotting and The Long Good Friday are sure to enjoy this lighthearted romp over similar ground as four unlucky blokes scramble to come up with half a million quid.

Not unlike Run Lola Run, another of the year's audacious visual experiments, Lock Stock revels in its own ingenuity. With camera tricks that rival The Matrix's big-budget effects and a sense of humor that whisks it above stale shoot-'em-up antics, Lock Stock feels fresh and in touch with young audiences. The film came and went without much fanfare in theaters, but stands up well on video, where the REWIND button might come in handy for viewers who can't keep up with its breakneck pacing, twisted storylines or British accents.

As for plot, toss in a gaggle of ganga growers, a hit man with a soft spot and an irate porn king after a pair of antique shotguns, and there's no telling how things will turn out. Ritchie keeps us guessing all the way, leaving our heads spinning in the flashy storm of plot twists that ensues.

9. Twin Falls Idaho
A remarkable first feature from identical twins Mark (writer) and Michael (director) Polish, the modestly budgeted Twin Falls Idaho cleverly disguises its limitations through moody ambiance and engaging storytelling. The talented young brothers play conjoined twins (they are Siamese, if you please) who have come home to die, only to be discovered by an unlikely heroine (an equally impressive debut for Michele Hicks as Penny).

Rather than taking the easy exploitative route with such sideshow subject matter, the Polish brothers choose the more difficult approach of developing their characters sympathetically. The movie tickles us with generous symbolism, but works just as nicely at face value as a simple parable or sentimental love story.

Everyone seems a little too preoccupied by how many genitals the duo has for my taste, but the movie certainly has us asking ourselves an exotic lot of new questions. Most important to the film is the zinger: how exactly do you manage a ménage à trois with a pair of inseparable twins?

The Polish brothers take their time telling their engrossing tale, giving it the chance to sink in and letting it unfold at its own pace. While most critics seem to have flocked to David Lynch's syrupy stale The Straight Story for respite from the brisk narrative speeds of the year's action-driven films, I'd take the intellectual intoxication of Twin Falls Idaho (or the similarly ethereal The Minus Man) over Lynch's dull road tripe any day.

10. Fight Club
More stylishly cynical than American Beauty and even more ambitiously cutting-edge than The Matrix, Fight Club delivers the year's most unforgiving attack on the '90s way of life. Rather than pot-smoking or red-pill-popping, Fight Club's nameless cubicle captive (Edward Norton) overturns his hollow existence with the help of confident and demented doppelganger Tyler Durden (Brad Pitt). Together, they unleash a merciless wave of testos-terrorism against the Starbucks State and its many oblivious disciples.

From the twisted mind who brought us Se7en and The Game, Fight Club shares the same dark vision as David Fincher's previous films but heightens the style. In a setting where everyday life resembles the twisted dealings that must lurk in the shadows of Tim Burton's Gotham City, Fincher gleefully takes out his socio-frustration on the characters. But he doesn't stop there, waging a full-blown assault at the audience as well. Fincher challenges us to sit through his bloody fight-fest, chiding us at regular intervals along the way. Subliminal flashes and direct-address asides undermine the very experience of watching the film.

A Pandora's Box of subversive tricks, Fight Club bombards us with the types of devilish hints we'd rather not see trickle back to impressionable minds. As our monolithic adversary grows, perhaps it's time for such a jarring wake-up call. In one of the film's many delicious ironies, it's only a matter of time before Fight Club is "guaranteed to be there" at your local style-stifling Blockbuster Video chain.