1. LOST IN TRANSLATION
I knew from the moment I walked out of the theater that I wouldn't see a better movie this year, and I was right.

2. KILL BILL, VOLUME ONE

Whether or not the upcoming second volume provides a fitting conclusion to Tarantino's pulp epic, this first half alone is more of a masterpiece than most films can ever hope to be.

3. THE LORD OF THE RINGS: THE RETURN OF THE KING

The only reason why this isn't higher on the list is because I think the eventual extended edition will be even better.

4. DOGVILLE

Most people won't see this until 2004, so let this be your head's up. Lars Von Trier continues to push the boundaries of dramatic conventions, and Nicole Kidman offers one of her finest performances yet.

5. GERRY

Gus Van Sant, Matt Damon and Casey Affleck get lost in the desert for two hours, and in doing so offer a stark and unsettling portrait of the human condition.

6. IN AMERICA

One of the most emotionally affecting movies of the year, Jim Sheridan's true life fairie tale is uplfiting and wrenching without ever being manipulative. If Lost In Translation is a good movie to watch alone, then this is a great one to watch with someone you love.

7. THE CREMASTER CYCLE

Technically, this is a series of five films, and technically they've been in production since the early nineties. But they didn't get a theatrical release until this year, thus warranting an inclusion. Matthew Barney's master's thesis on ascendancy, sexuality and Freemasonry is one of the boldest and visceral visual works I've ever seen.

8. ELEPHANT

Another Gus Van Sant entry, this unbiased (or is it?) examination of violence and youth is a perfect companion piece to Gerry.

9. THE STATION AGENT

I couldn't decide whether I wanted to put this movie or Irreversible on the list; in the end, if I had to show one of the two films to the whole world, I think everyone would be better off seeing this one.

10. PETER PAN

I could have easily placed Whale Rider at this spot, and almost did -- but P.J. Hogan's adaptation of J.M. Barrie's classic story is just as good, and is unfortunately being ignored by most audiences; it deserves any boost it can get.

An alternate list could include: Whale Rider, American Splendor, The Girl With A Pearl Earring, Irreversible, Man On The Train, Northfork, Master And Commander: The Far Side Of The World, Bad Santa, Raising Victor Vargas, Russian Ark, Big Fish, Open Range, Dirty Pretty Things, 28 Days Later, X2, Finding Nemo, Shattered Glass, The Cooler, and, although I'm probably in the massive minority on this one, Cabin Fever.

And since I hate ranking documentaries with narrative films, I'll list them seperately and suggest a three-way tie between: The Fog Of War, Capturing The Friedmans, and Winged Migration.

I'm probably forgetting a few. There were just so many good films this year...I feel spoiled. Or maybe I'm just getting less discriminating (I doubt it).