2. 28 Days Later
Gone are the lurching "living dead" of zombie classics, replaced by ravenous Rage-infected killing machines. Trainspotting director Danny Boyle plunges characters and audience alike into a fear-stricken world where we must banish everything we know and start from scratch.

3. Mystic River
Clint Eastwood gets it: This is what America really looks like. Not the guns or the secrets, but the family men with their dreams on layaway, hoping that their kids might have a chance. Months later, this movie still haunts me.

4. Capturing the Friedmans
Where Mystic River focused on the victim of child abuse, Andrew Jarecki's candid-camera exposé hones in on the culprits. Or does it? A mix of home videos and present-day interviews casts the entire case in question. You'll be debating this one for weeks.

5. The Good Thief
Neil Jordan takes the film-noir classic Bob le Flambeur and doubles the ante. In a career-topping performance, Nick Nolte plays a man addicted to gambling and heroin contemplating not one last heist, but two. Slick. Like Graham Greene on narcotics.

6. City of God
Every bit as raw and stylish as Tarantino's Kill Bill, but about something for a change, Fernando Meirelles' visceral portrait of life in Rio de Janeiro's slums reveals a devastating subculture in which gun-toting orphans control the drug trade.

7. My Flesh and Blood
This life-affirming documentary introduces audiences to Susan Tom, an amazing woman who found that raising kids really is "cheaper by the dozen." The fact that her 11 adopted children all have disabilities only makes her story that much more incredible.

8. Holes
From the best children's book of the past decade comes this ambitious and enormously entertaining family film. It may not be as polished as Finding Nemo or as awe-inspiring as The Lord of the Rings, but Holes has the most heart.

9. Dirty Pretty Things
A bizarre cross between social-commentary film and "Twilight Zone" episode, Stephen Frears' unlikely thriller centers on the all-but-invisible immigrant workforce we've been trained to ignore, forcing us to acknowledge the faces (and borderline-outrageous conspiracies) behind their daily struggle.

10. Elephant/The Son (tie)
The movies couldn't be more different — Gus Van Sant's meditation on a Columbine-like massacre and the Dardenne brothers' story of a carpenter who shows mercy towards his son's killer — and yet both trust the audience to reach profound conclusions while contemplating the back of someone's head.

Best Actor: Nick Nolte, The Good Thief
Best Actress: Charlize Theron, Monster
Best Supporting Actor: Tim Robbins, Mystic River
Best Supporting Actress: Holly Hunter, Thirteen

[as featured on Moviefone.com]