6) "The Pianist" In telling the story of Wladyslaw Szpilman, a Jewish Polish classical pianist (the amazing Adrien Brody) who spent World War II hiding out in the Warsaw ghetto, Roman Polanski, who spent his World War II boyhood hiding in the Krakow ghetto, has tackled the roots of the themes of violence and victimization that run through his movies. Almost unbearable to watch at times, the film in the second half becomes something like a silent comedy about the Holocaust. The few laughs are black but, as in Buster Keaton's greatest films, "The Pianist" confronts the bottomless melancholy of the imperative to survive in a hostile universe. The Chopin that courses through the film -- as well as the finest filmmaking of Polanski's career -- makes the case for art as a way back to our finer selves in a violent world.

7) "Chicago" A great American movie musical, and when was the last time you could say that? Bob Fosse's original Broadway production implicated the audience for their willingness to be blinded by celebrity. In this film, based on the current Broadway revival, choreographer Rob Marshall, making a stunning directing debut, shuns Fosse's moralism for the exhilarating amorality that has long characterized the best American entertainments. Fast, funny, cynical, resolutely unsentimental and anti-romantic in the tradition of shows like "Pal Joey" and "Guys and Dolls," "Chicago" moves along on one of the great musical scores (by John Kander and Fred Ebb) and on the energy that makes it a nonstop thrill to watch. The movie revels in showbiz razzle, and this cast -- Catherine Zeta-Jones, Renée Zellweger, Richard Gere, Queen Latifah, John C. Reilly -- can really dazzle.

8) "Triumph of Love" Thrown into theaters by Paramount Classics and almost unseen, Clare Peploe's film of the 18th century Marivaux comedy is bliss. A graceful example of how theater can be transferred to the screen, Peploe's film has the beribboned utopian delicacy of a Fragonard painting. And as acted by Mira Sorvino, Ben Kingsley and the wonderful Fiona Shaw, it has the depth of romantic feeling that farce can give.

9) "CQ" It received the nastiest, most uncomprehending reviews of the year, but I don't know how anyone who claims to love movies could fail to be charmed by Roman Coppola's valentine to '60s cinema. Not just the small, personal art-house movies that the filmmaker hero (Jeremy Davies) is making, but the loopy Euro sci-fi epic (based on Mario Bava's "Danger: Diabolik") he's working on. In the embrace of Coppola's movie love, there is no artificial barrier between mainstream and art filmmaking: They are both places where Davies is able to find his voice. With terrific comic turns by Giancarlo Giannini, Gérard Depardieu, Jason Schwartzman and Billy Zane, and a charming performance by model Angela Lindvall as an American Alice in the wonderland of 1968 Paris.

10) "Possession" Was Neil LaBute's film of the A.S. Byatt novel punished because LaBute dared to reveal his romantic side? His usual partisans greeted this film as though it were indistinguishable from the average Merchant-Ivory snoozer. But in some ways, LaBute understands Byatt's novel better than the author herself. Minus the literary ventriloquism that bogged down the book, it's about people who use intellectualism as a defense mechanism. The movie's joke, and it's a good one, is that the film's Victorian lovers (Jeremy Northam and Jennifer Ehle) are more able to surrender to passion than their relentlessly analytical 21st century counterparts (Gwyneth Paltrow and Aaron Eckhart). LaBute set out to prove that there is no reason on earth a costume movie has to be stiff, formalized, reverent to its own production values.

11) "Secretary" Steven Shainberg's candy-colored delight dares to reimagine Mary Gaitskill's dark short story as a romantic comedy. So what if the soul mates are a secretary (the peerlessly naughty and touching Maggie Gyllenhaal) who discovers she loves to be spanked and the boss (James Spader) who loves to dish out the punishment? Deliberately provocative while taking the predilections of its lovers beautifully in stride, the movie ends with a rapturous warm bath of romance that doesn't dissolve the erotic tingle it delivers elsewhere.

12) "About a Boy" In adapting Nick Hornby's novel, Paul and Chris Weitz have made a comedy that is a model of mainstream craft. As the self-involved hero, Hugh Grant (in a terrific performance) proves once again that he's never better than when he's playing a bit of a bastard. It's Grant's -- and the Weitzes -- neatest trick that he manages to let other people in his life without quite losing the wary cynicism that makes him so appealing in the first place.

13) "Punch-Drunk Love" Paul Thomas Anderson's irritating, strange and finally entrancing movie is a manic-depressive romantic comedy that aspires to the soul of a musical. It's a new-fashioned love song. Moving away from the sprawling Altmanesque scale of "Boogie Nights" and "Magnolia," Anderson finds something like the true spirit of romantic comedy, with his lovers, Adam Sandler and Emily Watson, perpetually teetering right on the edge of disaster. Sandler fans hated it, but mining beneath the rage of the gargantuan gnomes he has specialized in, Sandler manages to articulate the longing of a painfully inarticulate man.

14) "24-Hour Party People" From film to film, there's no predicting what Michael Winterbottom will do. This story of Manchester's Factory Records, which gave a home to bands like Joy Division, New Order and Happy Mondays, is alive with the playful invention and the joy of making movies, a what-the-hell spirit that is perfectly suited to the spirit of punk. As Tony Wilson, the impresario of Factory, Steve Coogan captures the slippery charm of a man who is equal parts smooth talker and true believer. And as Ian Curtis, the doomed lead singer of Joy Division, Sean Harris is terrifyingly believable in the manner of someone who sees no distinction between performance and life. "24-Hour Party People" is one of those rare movies that transports you to a specific place and time and allows you to feel the exhilaration and the gravity of people who, hearing a song, find their lives changed irrevocably.

15) "The Quiet American" The next time you hear someone blathering about what Harvey Weinstein and Miramax have done for independent movies, remember that Weinstein tried to shelve this superb adaptation of Graham Greene's novel about American duplicity in '50s Vietnam. A rapturous reception at the Toronto Film Festival saved it. Philip Noyce, shrugging off the big-budget anonymity of the films that have long marked his work, has made an intelligent, complex film of the Greene novel, exquisitely shot by the master cinematographer Christopher Doyle, with Brendan Fraser, the epitome of every Ivy League Kennedy era wonk who would lead us into Vietnam, doing his best work yet, and Michael Caine, peeling back layers of guilt, regret and emotional pain.

16) "Time Out" No movie this year got under my skin like Laurent Cantet's unnerving drama. The story follows a middle-class executive who has lost his job but, not telling his family, leaves his home every day pretending to still be working. You watch in dread as he drifts toward thievery and con games. And though the worst is averted, it doesn't dissipate the chill that hangs over this film: the question of how to hold onto our own identities in a society in which our only sense of self-worth is defined by our jobs.

Honorable Mentions: "The Lord of the Rings: The Two Towers," "Satin Rouge," "All or Nothing," "Enigma," "On Guard," "Me Without You," "Read My Lips," "Stuart Little 2," "Undercover Brother"

Pants-wetter of the year: "Austin Powers in Goldmember"

The Emperor's New Clothes Award: "Adaptation"

Worst Movie Ever Made: "Star Wars, Episode II: Attack of the Clones"

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