Here they are, in reverse order. #11-20 are presented without commentary.

20. Hugo Pool
19. Hollow Reed
18. Sunday
17. In & Out
16. All Over Me
15. Ulee's Gold
14. The Wings of the Dove
13. Rosewood
12. Waiting for Guffman
11. When the Cat's Away

10. Wag the Dog: One of the best satires about movie-making and Hollywood since Robert Altman's The Player, Wag the Dog ups the ante by adding a vicious look behind the scenes of what goes on in American politics. Filmed in less than four weeks on a low-budget by director Barry Levinson, Wag the Dog ranks as one of the year's freshest, most inventive comedies. It's one of those rare movies that's funny and thought-provoking at the same time.

9. Chasing Amy: The third installment in Kevin Smith's New Jersey Trilogy, Chasing Amy is also the film maker's best movie to- date. Fresh, hip, and smart, the film not only features plenty of Smith's clever dialogue and irreverent humor, but adds an emotional layer that was not evident in either Clerks or Mallrats. The romance between a straight comic book writer (Ben Affleck) and a lesbian (Joey Lauren Adams) is presented with great humor and sensitivity, and proves that Smith is capable of much more than writing compelling conversations.

8. Boogie Nights: A examination of the porn industry in the late-'70s and early-'80s, Paul Thomas Anderson's Boogie Nights works not only as a character study but as an overview of the way America changed in the space of a short decade. Filled with memorable performances and expertly-directed sequences, and possessing a great soundtrack, Boogie Nights represents one of the most challenging of 1997's releases.

7. L.A. Confidential: The best of this year's film noir entries, L.A. Confidential is unique not only because of the strength of its atmosphere and the intelligence of its writing, but because of the complexity of the three main characters. Directed by Curtis Hanson, this is one of those rare examples of film noir that is aided, not abetted, by being filmed in color. The production standards are top notch, and the movie is a triumph on both creative and technical levels.

6. Mrs. Brown: The best love story of the year, John Madden's Mrs. Brown features two older characters whose deeply-felt, powerfully-realized relationship never develops beyond the platonic stage. In Oscar-worthy performances, Judi Dench plays Queen Victoria and Billy Connelly is Mr. Brown, the man she comes to rely upon for stability and common-sense advice. For me, this was one of the most emotionally-satisfying of any of 1997's films.

5. In the Company of Men: Neil LaBute's debut feature is a disturbing, uncompromising look at the darker side of the war between the sexes. In the Company of Men isn't concerned with presenting sympathetic characters in familiar situations. The film's strength is that it takes chances, most of which pay off handsomely. Plus, there's a final twist in the narrative that allows us to re-examine the entire movie in a different light. Provoking and startling, In the Company of Men is strictly for those who don't demand a "feel good" story.

4. Contact: One of only two films this year that use special effects in service of a story (rather than the other way around), Contact initially appears to be yet another story about mankind's first encounter with an alien race. The core of the film, however, is far more substantial, philosophical, and compelling , centering on issues like the existence of God, the importance of faith, and the continuing need of human beings to expand their horizons. Directed by Robert Zemeckis and starring Jodie Foster, Contact takes a seemingly-simple premise and develops a transcendent motion picture.

3. The Ice Storm: It's New England during the early 1970s - a setting that director Ang Lee recaptures with uncanny accuracy (despite the fact that he never experienced the United States first hand during the time period). The Ice Storm deconstructs a dysfunctional American family, displaying a rich tapestry that uses satire, drama, and tragedy to present a potent message. Filled with unique, three-dimensional characters trekking through a believable story, The Ice Storm opens a window on an engrossing world.

2. Titanic: The other movie that uses spectacular, state-of-the-art special effects to enhance the story, James Cameron's Titanic will not just be remembered as the most expensive movie of 1997, but as one of the most creatively successful as well. Big, bold, and grand, the film anchors us to the characters through a relatively-simple love story, then launches one of the most exciting and engrossing final hours of any recent movie, as we follow the ocean liner's infamous sinking. Titanic is Hollywood movie-making at its best, and proves that big-budget pictures can still be rousing triumphs when writing, directing, and acting don't take a back seat to visual effects.

1. The Sweet Hereafter: From the moment I saw this film in November, there was no question in my mind that it would rank #1 for the year. The Sweet Hereafter is one of those extremely rare movies that stayed with me for days after I saw it, its haunting music and images being replayed in my mind. It's hard to overstate the devastating impact of this poignant film. If director Atom Egoyan makes a misstep anywhere in the nearly two-hour production, I can't find it. An emotionally-wrenching and intellectually-demanding exploration of the effects of grief on a small Canadian community, The Sweet Hereafter is haunting, eloquent, and proves just how impressive a motion picture can be.

© 1998 James Berardinelli