1. "Mystic River": A Greek tragedy set down in blue-collar Boston, masterfully directed by Clint Eastwood from Brian Helgeland's adaptation of the Dennis Lehane novel , with a superb ensemble cast headed by Sean Penn and including Kevin Bacon, Tim Robbins, Marcia Gay Harden, Laura Linney and Lawrence Fishburne.
2. "American Splendor": Shari Springer and Robert Pulcini's venturesome film bio of curmudgeonly, unglamorous Cleveland comic book legend Harvey Pekar (Paul Giamatti) and his wife (Hope Davis) and his joustings with everyday life. Springer and Pulcini do an extraordinary job of illuminating the seemingly ordinary.
3. "Madame Sata": Karim Ainouz's mesmerizing biography of a legendary Rio pimp, Joao Francisco dos Santos (1900-76), a tough, macho street fighter yet deeply paternal man, played by Lazaro Ramos with a ferocious passion, who discovered his truest calling performing in the exotic persona of Madame Sata in the cafes of Lapa, the city's red-light district and Bohemian quarter -- when he wasn't in prison.
4. "Lilya 4-Ever": Swedish director Lukas Moodyson's newest offers the obverse side of life from that in his warm and embracing "Together" in depicting the fate of a lovely young Russian teenager (Oksana Akinshina), which is also an acrid comment on post-Soviet hardships and the temptations and exploitations of the West.
5. "Master and Commander: The Far Side of the World": Drawn from two Patrick O'Brian novels, this Peter Weir film, set in 1805, has the stirring battles of traditional period sea adventures yet is also acutely cerebral, centering on the friendship of Russell Crowe's Capt. Jack Aubrey, a forceful and fearless yet polished leader of men, and Paul Bettany's cello-playing Dr. Stephen Maturin, a man of science of boundless intellectual curiosity.
6. "Senorita Extraviada": Lourdes Portillo's elegiac, complex and courageous investigative documentary reveals the corrupt, harsh circumstances that make Juarez a hub for drug-smuggling and post-NAFTA industrialization, a killing ground for young women -- the number may be as high as 400 -- since the mid-'90s.
7. "Northfork": The third of Michael and Mark Polish's journeys into the yearnings of the American heartland, a surreal spiritual odyssey set on a vast Montana plain in 1955 two days before the town of the film's title will be submerged with the opening of a vast dam. James Wood and his son (Mark Polish) are among three teams of men hired to evacuate the last holdout citizens before the dam opens; Nick Nolte is a mystical priest caring for a dying boy in his soon-to-be-abandoned orphanage. With Duel Farnes, Daryl Hannah and Anthony Edwards.
8. "Nowhere in Africa": Caroline Link's intimate saga of dislocation, as a German-Jewish family escapes to Kenya in 1938 to confront a complex set of emotional and cultural challenges, seen from the point of view of a young girl who easily embraces the natives and their ways and language as they accept her while her parents, especially her spoiled and edgy mother (a memorable Jettel Redlich), struggle to adjust. Based on Stefanie Zweig's autobiographical novel.
9. "O Fantasma": Joao Pedro Rodrigues' audacious and compelling, dark and erotic cautionary tale about a marginalized young man (Ricardo Meneses), a trash collector living and working in the seedy north of Lisbon, exploring his sexuality. Rodrigues and Meneses, in a rigorous, risky portrayal, chart the young man's odyssey, with its potential for self-discovery as well as self-obliteration, with psychological insight and visual power. "O Fantasma" is boldly, confidently orchestrated, aesthetically and sexually, and its impact is deeply and rightly disturbing.
10. (tie) "Porn Theater" and "AKA": In the first film, writer-director-actor Jacques Nolot treats the sexual activities in an adult movie house on a Paris side street as an expression of the eternal human comedy and views the participants with a degree of compassion and understanding customarily found in a Jean Renoir film. The theater patrons seem at once funny and sad, but most emerge as quietly brave, even heroic. The film is quite an achievement, both for its graceful fluidity within a single setting and for taking a nonjudgmental look at behavior many would dismiss as merely repugnant.
Duncan Roy's "AKA" is a scintillating "Vanity Fair" set in England and France in the late 1970s in which a young man makes his way into the aristocracy. At once a biting social commentary and a high adventure, it is the largely autobiographical saga of an 18-year-old (Matthew Leitch), who in passing himself off as the son of a titled woman (Diana Quick), ultimately discovers his true identity.
Most promising first films: Max Borenstein's "Swordswallowers and Thin Men," which with an amused compassion captures that moment when college seniors realize the real world looms; Rodrigo Bellott's "Sexual Dependency/Dependencia Sexual," which focuses on five young people in both South and North America and envisions the Americas, for all their varying sexual and social dynamics, as a whole; and David Roy's dazzling stream-of-consciousness "Mad Song," which evokes with visual surrealism the psychological state of a beautiful woman (Kandeyce Jorden) thrown into a trauma by the death of her father.