1. LORD OF THE RINGS: RETURN OF THE KING -- Peter Jackson's finale to the J.R.R. Tolkien classic was everything it needed to be: epic, engaging, electrifying, and extraordinary beyond belief. As visually spectacular as it was emotionally satisfying, the movie (and, for that matter, the entire trilogy) stands tall as one of the greatest achievements in the history of the movies.
2. FINDING NEMO -- Disney and the computer-animation wizards at Pixar struck animation gold in creating an underwater adventure that was narratively inventive, visually dazzling, and emotionally rewarding. The stellar vocal cast included an unforgettable, hilarious turn by Ellen DeGeneres as a forgetful blue fish named Dory.
3. MASTER AND COMMANDER: THE FAR SIDE OF THE WORLD -- Peter Weir's crisp and compelling adaptation of two novels from Patrick O'Brian's Captain Jack Aubrey canon was beautifully directed and filmed, and performed with superb conviction from a cast helmed by Russell Crowe. A real thrill.
4. AMERICAN SPLENDOR -- Directed by Sharie Springer Berman and Robert Pulcini, this very different movie was based on the 25-year-old underground comics of the same name, which were in turn based on the life of an ordinary, not-entirely-pleasant file clerk named Harvey Pekar. The result: an innovative, compelling, often daring fusing of reality and dramatization.
5. SCHOOL OF ROCK -- Who would have thought three indie film icons -- director Richard Linklater ("Slackers "), writer Mike White ("Chuck & Buck ") and Jack Black ("Hi-Fidelity ") -- could energize a conventional storyline and create such an utterly enjoyable mainstream cinematic experience. It's funny, fresh and frequently touching without once allowing itself to venture into the territory best known as dumbed down. Black was magnetic in the leading role, but Joan Cusak deserves praise for bringing the role of a repressed, tightly-would school principal to vivid, uproarious life.
6. CAPTURING THE FRIEDMANS -- In the late 1980s, Arnold Friedman and his teenaged son, Seth, were charged with child molestation. Friedman pleaded guilty, as ultimately did Jesse, in return for reduced sentences. But in Andrew Jarecki's haunting documentary, that degree of guilt is called into question. Jarecki was lucky that one of the Friedman brothers had recorded on home video the disintegration of his happy family as they underwent the strain of the accusations and the trial. The unsettling, essential documentary was as chilling as it was deliberately ambiguous as to the guilt or innocence of its protagonists.
7. A MIGHTY WIND -- This latest faux documentary from Christopher Guest took aim at sixties folk troubadours and struck a satirical bull's-eye. Though not as out-and-out funny as Best in Show, it achieved a reality factor hard to dismiss, particularly in its parody of the period's folk songs. Stunning comedic work from Eugene Levy, Catherine O'Hara, Bob Balaban and the indispensable Fred Willard.
8. X2 -- Yes, that's right, X2. Because Brian Singer did such a magnificent job of unearthing humanity and depth in an enormous action-packed Hollywood spectacle. Moreover, from the first moment to the very end, the entertainment factor never once flagged.
9. KILL BILL, VOL. 1 -- After years of dormancy, bad boy Quentin Tarantino returned in a blaze of over-the-top violence and blood-splattered glory with this exhilarating story of a woman (Uma Thurman) seeking revenge a la mode. Vol. 2 is due out in Feb. Can't wait.
10. MATRIX RELOADED & REVOLUTIONS -- There were a lot of disappointed people out there, but I wasn't among them. I happily lapped up the Wachowski Brothers' final two installments -- released, in a marketing masterstroke, six-months apart -- about man versus machine in a world that may or may not be real. The brothers took some narrative risks that paid off and some that didn't. Still, for the sheer audacity of the project, and for its ability to actually get a performance out of that posterboard-figure-passing-itself-off-as-an-actor Keanu Reeves, The Matrix duo worked mesmerizing wonders. Its secret weapon: Hugo Weaving, who created one of the screen's most memorable villains in ages.
And now, the worst:
1. BOAT TRIP -- Cuba Gooding, Jr.'s once-promising career sunk to the level of utter embarrassment with this waterlogged story of a straight man hiding out on a gay cruise.
2. THE RECRUIT -- An incomprehesible espionage mess starring Al Pacino, in full "Hoo-Hah " mode, and Colin Farrell, whose bushy caterpillar eyebrows are his only personality-defining asset.
3. SPY KIDS 3D -- This is what happens when a gifted director gets his way once too often. Despite the addition of headache-inducing 3-D effects, the third installment to Robert Rodriguez's once-zippy series was one big letdown.
4. GERRY -- Matt Damon and Casey Affleck get lost in the desert and die of thirst and hunger (just feet away from a highway, ironically) in hack-director Gus Van Sant's experimental vanity project. Badly made, badly acted, just bad.
5. FREDDY VS. JASON -- The world didn't need this clash of two horror titans. It still doesn't.
6. AMERICAN WEDDING -- The third installment in the American Pie series continued a trend of teenage sexual obsession coupled with extremely bad taste. At least star Jason Biggs didn't stick anything other than his finger into the wedding cake.
7. HAUNTED MANSION -- Eddie Murphy and a bunch of translucent dead spirits convene in a wan "adventure " based on a Disney theme-park favorite. Its only asset: the sight of Jennifer Tilly's head in a crystal ball. May she forever roll.
8. COLD CREEK MANOR -- Sharon Stone and Dennis Quaid fend off the murderous Stephen Dorff in this so-called thriller featuring, among other things, a dead horse floating in a swimming pool. I'd rather watch a bunny boil.
9. THE SAFETY OF OBJECTS -- This independent film by Rose Troche starring Glenn Close, Patricia Clarkson and Timothy Olyphant attempted to weave several tales together into a tapestry of emotional resonance. Unfortunately, it unraveled the minute it started.
10. MYSTIC RIVER -- I'm odd man out on this one, but I refused to be suckered into the manipulative machinations of Clint Eastwood's opus in which three childhood friends are haunted by a horrible incident from their past and are forced confront an even more horrible incident in their present. It's a film that pretends to be great but really is nothing more than a load of button-pushing rubbish, mired in a pit of self-indulgent boredom. A major disappointment from a handful of major talents.