1. The Truman Show: With Jim Carrey as a human dupe bred and bled for our TV-viewing pleasure. Peter Weir artfully defines a decade of privacy lost.
2. Rushmore:Wes Anderson turns the bond between a rich burnout (Bill Murray) and a prep (Jason Schwartzman) into the year's most original comedy.
3. Gods and Monsters: Bill Condon's hypnotic take on Frankenstein director James Whale (Ian McKellen) honors the healing powers of friendship and film itself.
4. Happiness: Some are scared off by the characters -- pedophile shrink, homicidal fat girl. Wimps! Nothing human is alien to the keen eye of Todd Solondz.
5. The Thin Red Line: Forget Ryan, this is the year's most honest and affecting antiwar movie.
6. Beloved: Jonathan Demme and Oprah Winfrey hauntingly evoke the ghost of slavery.
7. A Simple Plan: Billy Bob Thornton and Bill Paxton show brotherly love infected by greed in Sam Raimi's sly moral thriller.
8. The Opposite of Sex: Don Roos' erotic hell raiser is pricelessly sassed by Christina Ricci and Lisa Kudrow.
9. Smoke Signals: Young American Indians find a fresh, funny, contentious voice in Sherman Alexie.
10. There's Something About Mary: For the Farrelly brothers' fun of it, and for America's new sweetheart: Cameron Diaz.