January 8, 2001 -- As usual, I haven't seen all of the films on all of the top 10 lists, but I've seen more than usual, thanks to the help of the Online Film Critics Society, which gave me access to many more films than I would ordinarily see in Laramie, Wyoming.

The best film this year is Requiem for a Dream, a cutting-edge, avant garde film with the best performance of the year by Ellen Burstyn as a befuddled woman who gets hooked on diet pills. It also has the best editing, by Jay Rabinowitz ("Affliction"), featuring a poetic dance of images to signal junkies getting high.

Second is Quills, a brilliant, but evil movie about the last months of the life of the Marquis de Sade. It features a powerful performance by Geoffrey Rush as de Sade, and another by Joaquin Phoenix as a troubled priest (his second great performance this year; the first was in "Gladiator"). Kate Winslet also turns in a stellar performance. The screenplay by Doug Wright, adapted from a play, is brilliant, as is the direction by Philip Kaufman ("Henry and June").

Third is All the Pretty Horses a wonderfully crafted western that has a "Lonesome Dove" kind of feel to it. Director Billy Bob Thornton gets great performances out Matt Damon, Lucas Black, Henry Thomas and Penélope Cruz. The cinematography by Barry Markowitz is excellent, particularly in capturing the scenic beauty of the location shots. The original music by Daniel Lanois and Marty Stuart is very evocative. Everyone who worked on this film ought to be proud of themselves. Unlike "Quills" this story has a strong moral foundation.

Fourth is Crouching Tiger, Hidden Dragon (Wu hu zang long), a martial arts movie that shatters the traditional limitations of the genre. It has a real story with a plot you can follow. It develops characters. The action is fluid, rather than jerky. The breath-taking martial arts sequences were directed by fight choreographer Yuen Woo Ping of "The Matrix." The cinematography by Peter Pau is exquisite, the best of any film this year, capturing the lush color of the location shots. The production and costume design by Tim Yip is also first-rate. Lee's direction and Tim Squyres' editing are also top notch. The hauntingly beautiful original music is composed by Tan Dun.

Fifth is Almost Famous, featuring brilliant direction and a wonderful autobiographical screenplay by Cameron Crowe. This coming-of-age film about a 15-year-old boy covering a rock and roll band for Rolling Stone Magazine is solid from top to bottom with great acting, music, photography, set and costume design. While it may lack the brilliance of some of the other films on this list in some areas, it has no weaknesses, either.

Sixth is Thirteen Days, the ambitious retelling of the 1962 Cuban Missile Crisis. It features an excellent performance by Kevin Kostner, who serves as the hub of the story, a White House insider and political confidant of the Kennedys. Top notch screenplay, direction and cinematography.

Seventh is The Contender, with a great performance by Joan Allen in a part that was written for her. Allen plays a vice presidential nominee who is under attack from a determined ultra-conservative, masterfully played by Gary Oldman. The slick film features an intricate plot involving some interesting political dirty tricks.

Eighth is Erin Brockovich, one of two critically acclaimed films directed this year by Steven Soderbergh, the other being "Traffic." Based on an improbable true story about a crusading legal clerk, Julia Roberts is fabulous in the title role, ably supported by Albert Finney. It is a great story, well told, about a woman whose intelligence and heart helps her triumph over her circumstances.

Ninth is Chocolat, a sweet, light little film that is sure to satisfy the movie sweet tooth. It has my choice for best supporting actress, Lena Olin, who plays a battered wife who finds salvation in a chocolate shop. The film features excellent original music by Rachel Portman. The cinematography by Roger Pratt is also quite good. Director Lasse Hallström shows the same kind of technical and emotional mastery he demonstrated in last year's "The Cider House Rules."

Tenth is Mission Impossible 2, which features my choice for best director this year, John Woo ("Face/Off"). In any other director's hands this would have been a mediocre action movie, but Woo, famous for his high-intensity Hong Kong action films like "The Killer," infuses MI2 with high level emotional and sexual energy through the use of artful photography and editing techniques. The entrance of steamy co-star Thandie Newton in the film is a classic. The cinematography by Jeffrey Kimball is also excellent in this film, as is the flashy editing by Christian Wagner and Steven Kemper. The music is also very good in the film. This Bond-like film could well be a new franchise for Tom Cruise. It is considerably better than the first Mission Impossible film, no mean feat for a Hollywood sequel.

Honorable mention:

Gladiator a costume adventure featuring a star-making performance by Russell Crowe. The screenplay, and my choice for best supporting actor, Joaquin Phoenix, who plays a mad emperor, rise to almost Shakespearean levels at times.

High Fidelity featuring a marvelous performance by John Cusack (of "Being John Malkovich")

Traffic, an ambitious epic about the modern drug wars in the U.S. and Mexico.

I saw "Dancer in the Dark," but didn't think it was top 10 material, ditto for "George Washington," "Before Night Falls," "Tigerland," "Billy Elliot," "State and Main," "The Visit," "Human Traffic," "Ghost Dog: The Way of the Samurai, "The Filth and the Fury," "The Way of the Gun," "The Virgin Suicides," "You Can Count On Me," "The Tao of Steve," "O Brother Where Art Thou?" and "The Big Kahuna."

Movies I wished I had seen before making this list: "Girl on the Bridge," "Shadow of the Vampire," "Went to Coney Island," "Beau Travail," "L'Humanité," and "Yi-Yi (A One And A Two)."

This has been a bad year for movies. I usually don't pick a group of worst films, but there were so many to choose from this year, I couldn't resist.

Tenth is 102 Dalmatians, a film that should never have been made. The original live-action remake of the cartoon was bad enough. Glenn Close is pretty good, however, in an absolute lost cause of a movie.

Ninth is another failed remake, Next Friday. It is a foul-mouthed, crude, rude excuse for comedy, a very familiar theme this year.

Eighth is Me, Myself and Irene, maybe Jim Carrey's worst comedy since "The Cable Guy." Lots of talent went into this movie, but not many laughs came out. More crude so-called humor.

Seventh is Lucky Numbers, another crude, rude comedy that crashed and burned, despite, or because of, John Travolta doing his best Jerry Lewis imitation.

Sixth is Nutty Professor II: The Klumps. See notes on "102 Dalmations" and "Next Friday."

Dishonorable mention: Battlefield Earth. This movie took one of the best science fiction novels of all time and made a laughing stock out of it. Not one of John Travolta's best performances, either.