5) "The Lord of the Rings: The Two Towers" No, it can't live up to "The Fellowship of the Ring," but that's not entirely a fair comparison -- Tolkien geeks (me included) had been waiting for that film their whole lives. If I never felt as emotionally overwhelmed by "The Two Towers," it still left me dying for more, even after three hours of nonstop adventure. It is ever more clear that the landscapes of New Zealand are Peter Jackson's secret weapon in adapting this most beloved of fantasy epics to the screen. If on one level his "Lord of the Rings" depends on a simple recipe (breathtaking vista, action scene, repeat) it's no less enjoyable for it. Purists may object to a number of diversions from the sacred text (indeed, I'm not convinced by the Aragorn-Warg episode or the reshaped character of Faramir), but the most important thing is that the battles of Helm's Deep and Isengard will leave you drained and exhausted -- by the prospect that you have to wait another year for the saga's conclusion.

6) "Adaptation" Some critics (among them my friend and colleague Stephanie Zacharek) seem determined to view Spike Jonze and Charlie Kaufman's self-indulgent goofball rip-job on Susan Orlean's book "The Orchid Thief" as some kind of cowardly cop-out, a crime against art, nature and God. To which I say feh. I have already written that I think "Adaptation" is a highly entertaining failure that can't solve the quandary of its own existence. It is a movie, after all, and despite its reckless attempts to mock or destroy the conventions of movieness, it finally can't escape them. But to me the question is simple: Is it fun? Is the movie's fictional version of Charlie Kaufman a classic self-hating sad sack? Is its version of Susan Orlean as a classic repressed lady writer in search of hedonistic liberation a subject of upscale librarian porn? Yes, yes and yes. "Adaptation" isn't an adaptation of "The Orchid Thief" and isn't really trying to be. It's a satire of various pretensions and affectations, those of Hollywood, those of literary journalism and those of its own creators. And it's funny.

7) "Russian Ark" This marvelous, mysterious creation by Russian director Alexander Sokurov deserves more attention than I can give it here: It's a 96-minute single take (that's right!), shot on digital video, that travels through St. Petersburg's Hermitage museum and through all of modern Russian history at the same time. Narrated by a visiting French aristocrat (and by an enigmatic, off-screen Russian voice), "Russian Ark" is simultaneously some kind of postmodern historico-artistic inquiry and a grand spectacle like no other. There are literally hundreds of actors (remember -- one take!), at least two live orchestras (I lost count) and a costume budget that would make Erich von Stroheim look like a penny pincher. Catherine the Great! Peter the Great! The doomed Czar Nicholas II! If "Russian Ark" occupies some oddball middle ground between documentary and narrative film (see also Martin Scorsese's "Gangs of New York"), it's all the more a strange, amazing, sui generis creation.

8) "Spirited Away" This is clearly not the masterwork of Japanese animation godhead Hayao Miyazaki -- that would be 1999's "Princess Mononoke" -- but hey, didn't you always know that the abandoned theme parks of the 1990s would become portals into another realm of existence? In this case, an enterprising young girl whose parents have been turned into pigs (and who can be surprised by that?) must negotiate the complex bureaucracy of the Bathhouse of the Spirits, ride the elevator with the Radish Spirit, dispense tough love to a demon called No-Face and fall in love with a boy who is almost certainly not what he appears to be. I realize that Miyazaki's wondrous, shape-shifting universe may seem somewhat less strange to Japanese viewers than to us, but it's precisely his Mixmaster approach to Eastern and Western myth and fantasy of all kinds (as well as his strikingly pure animation style) that makes him so distinctive. Anime as a whole isn't really my bag, but 15 minutes with "Spirited Away" -- or any Miyazaki film -- should be enough to convince you you're in the presence of a major film artist.

9) "The Fast Runner (Atanarjuat)" OK, somebody's going to accuse me of handing out an affirmative-action spot here, and there might be a grain of truth to that. Here's what I mean: Zacharias Kunuk's debut feature is also the first film ever made in the Inuktitut language, and that in itself is a fact worth honoring. But it's the dazzling, all-white Arctic landscape, rendered in spectacular widescreen digital video, that lets you know there's a genuine aesthetic here that goes well beyond p.c. village-movie kitsch. A grimy, realistic retelling of an ancient Inuit legend about an evil spirit that invades a settlement, spreading sexual jealousy and causing a blood feud, "The Fast Runner" is not dense with plot and often demands considerable patience. Shot mostly at or near head level with a hand-held camera, the movie carries you bodily back to the Inuit settlements of premodern days, against the limitless flatness of ice and water and the boundless sky. For the truly adventurous, this year's must-see.

10) "All About Lily Chou-Chou" This elliptical, exasperating, intermittently marvelous story of alienated Japanese teenhood isn't quite the flick to bring international attention to the new wave of young filmmakers in Japan, but it comes close. Shifting point of view recklessly, shifting from the apparent objectivity of film to the subjectivity of video, and shifting tones from the sentimental to the sadistic and back again, writer-director Shunji Iwai assembles the story of Yuichi, a lonely kid obsessed with a pop singer named Lily Chou-Chou. (Except, that is, for the section of the film when Hoshino, a bully with James Dean good looks, seems to become the main character.) "All About Lily Chou-Chou" sometimes goes nowhere on purpose (and ultimately probably doesn't work), but it does so with more daring and panache than a dozen respectable three-act Hollywood flicks.

Honorable mention: "Gangs of New York," "Maryam," "Minority Report," "Moonlight Mile," "Punch-Drunk Love," "The Ring," "Satin Rouge."

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