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Since high school, the day before the Oscar nominations has been special for me and my oldest friend Tim Grierson -- who moonlights as the co-editor of The Simon and a bi-weekly "Believe the Hype" columnist for The Black Table. At a very young age, Tim and I became obsessed with film, and perhaps even more so with lists. We scoured through every top 10 list we could find, and we watched everything we could get our hands on -- not easy at 14 -- so we could make our own lists.

At first, we tried to put together our lists when everyone else did, at the end of the year. Problem was, the best movies weren't likely to make it within 400 miles in Mattoon, Ill., by the end of the year, not a chance. We were lucky if the Ernest Saves Easter movie had finally left by Christmas Day.

So we bought ourselves some time. We set a day when we would reveal each other's top 10 to one another: the day before the Oscar nominations. I hereby present Tim with my top 10 list for 2004.

-- Will



#10. The Incredibles, directed by Brad Bird

It's best not to compare The Incredibles with such big-hearted Pixar hits of the past like the Toy Story films; the film's takeaway doesn't have the emotional resonance of those movies, and it's not meant to. Instead, compare it to the assembly line action films that come down the pike like cloned sheep; this movie has more imagination and inventiveness in one frame than 10 of those combined. The Incredibles has one inspired set piece after another: a Bond-ian lair protected by monstrous machines that are both futuristic and retro; a chase through a jungle at otherworldly speed; and, most memorably, a jigsaw maze though pod bay doors by a mom who isn't the least bit worried about stretch marks. That Pixar has reinvented what we think of as animation has been true for a few years now; that they're now redefining the summer blockbuster seems almost unfair. What next? The romantic comedy?



#9. Dogville, directed by Lars von Trier

Don't you wish sometimes directors would make a movie and then just shut the hell up about it already? This was a year of movies that you desperately wished could just speak for themselves. You had Quentin Tarantino promoting Kill Bill, Vol. 2 by making an ass out of himself on every talk show on earth (most notably a legacy-trashing appearance as "director" of an episode of "Jimmy Kimmel Live"), Michael Moore making even his most ardent defenders cringe every time he opened his mouth and, most notoriously, Denmark's Lars von Trier gutting his own film by telling any journalist who would listen that it was about American imperialism and arrogance. By the time the movie actually opened here, critics were frothing at the mouth to eviscerate it. Which is a shame, because no director working today is as inventive and challenging -- to an audience, to his cast, to himself -- as von Trier. His story, told on a chalked-up sound stage with labels like "Dog" and "The Old Woods," revolves around an innocent on the run named Grace (played bravely by Nicole Kidman) who stumbles across a small town and charms the locals while slowly becoming the unwitting victim of all their bigoted insecurities. Is this a metaphor for America? Maybe, but as a story simply told, it's absolutely riveting; let's face it, gang: von Trier can make a freaking movie. By the time the bloody climax arrives -- as it inevitably must -- we share Grace's fear, her destruction and, ultimately, her rage. If you can put politics aside, this is an affecting story of a woman backed into a corner, until she has no choice but to attack.


  #8. Control Room, directed by Jehane Noujaim

In a year of documentaries that were hard to trust, no matter how entertaining they might have been or how much your politics might have rooted for them to succeed, the only one that resonated by the end of the year was the one that refused to take any stand at all. Director Jehane Noujaim -- who directed, a supposedly great film that this repeated dot-com casualty is still, he must confess, too queasy to watch -- takes a look at the opening days of the Iraq war; specifically, how the world's media covered it. Like all great documentaries, it has two great protagonists. The first is Samir Khader, a producer of Al-Jazeera who, while running a station that Donald Rumsfeld called "full of lies," admits that what he really wants is to work for Fox News. And then we meet Lt. Josh Rushing, a public relations employee for the U.S. military. Rushing is an excellent PR man; he defends his clients -- the U.S. Marines -- with the professionalism and twisted (but somehow rational) logic of all the great flaks. (Even when he's saying something completely full of shit, you get the feeling that he really believes it.) But he's still a human being, and you can see in his eyes -- in ways he tries to hide -- that trying to spin war, spin the destruction of lives and families and dreams, is a cross that's too much to bear for even the most loyal soldier.


  #7. Million Dollar Baby, directed by Clint Eastwood

Clint Eastwood does something with his movies that no other director can do, or maybe would even want to: He can make even the most contrived plot points look lived in, weathered and justified. His story of a manager bringing a young boxer up through the ranks -- with the help, of course, of his equally weathered partner -- is nothing new, not even with the much-discussed "twist" toward the end. But Eastwood makes us care about all these people because he's smart enough to just let his actors act. Morgan Freeman should probably narrate every movie, and Hilary Swank, as has been pointed out, plays the boxer so well that it's impossible to imagine anyone else even trying the part. But the soul of the film is Eastwood, who is such an iconic presence by now that all he has to do is slightly modulate his performance and it'll send us swooning. His Frankie Dunn wears a lifetime of disappointment and regret in his eyes so distinctly that when those eyes flicker with hope long thought dead, for even an instant, we see just how far he's willing to go to keep it there. The movie could benefit from excising Swank's cartoonish family, and some of the locker room subplots are a wee bit too obvious, but this is a movie that can't stop caring, no matter how hard it would like to try.



#6. The Life Aquatic With Steve Zissou, directed by Wes Anderson

It is time to accept that Wes Anderson is not the next great filmmaker we were all hoping (that's would be his namesake Paul Thomas Anderson, if you're asking). And you know what? That's fine. Wes Anderson will never make the Great American Movie because that's not he's after; he's far more interested in creating a bizarre alternative universe where his endless quirky weirdos get to roam around and bump into one another. And, again, when it's as relentlessly entertaining and charming as The Life Aquatic With Steve Zissou is, that's fine. This movie is about nothing more than its own little world, which is why it's so refreshing how much fun that world is. Bill Murray is exactly what he needs to be; the bemused, tired center around which chaos revolves. This movie is a disappointment only if you are asking more than what it is willing to give, because what it gives you is so rich and dazzling: This movie is one big goofy-ass grin.



#5. Spider Man 2, directed by Sam Raimi

True, it might have pretty much the same plot as Superman 2, but hey, that's cool; Superman 2 was pretty great too. What this sequel gets right is what almost all comic book movies get wrong: It remembers that superheroes were people first … and still are. Peter Parker is a disaster area in this movie: His job sucks, he's flailing at school, his girl loves someone else, his best friend hates him and, oh yeah, his powers are starting to not work right. And then, wouldn't you know it, here comes another crazed madman wanting to destroy the world. Great. Infused with a grand sense of humor but not too landlocked to lose its feeling of amazement, Spider Man 2 was entertainment on the grandest scale. And yet, when an entire city stands behind our hero during the breathtaking subway sequence, you feel it down to your marrow.



#4. Sideways, directed by Alexander Payne

What is often missed by many when they talk about Sideways is that this is a story about idiots. They're not unintelligent, mind you, and they speak articulately about matters that obsess them, even if they're not always quite sure why. But this is a story about two people (or four, if you wish) who are too emotionally immature to get out of their own way … to grow up. And yet somehow it's impossible not to root for them. Paul Giamatti is, well, Paul Giamatti: schlumpy, grouchy, irascible, yet charming in spite of himself. But it's Thomas Hayden Church who carries the film as a lunkheaded "ladies' man;" one of the film's understated insights is that Church knows he can't live like this forever. (That's why he's getting married, after all.) It's a road trip as full of beginnings as it is of ends, and director Alexander Payne -- who, simply, can do no wrong -- is careful to end the film on a note of realism and, yes, hope. And, lest you forget: The film is freaking funny.



#3. The Aviator, directed by Martin Scorsese

It is reassuring, after the bloated excesses of Gangs of New York, that Martin Scorsese still remembers how to loosen up and enjoy himself. The Aviator is a sprawling, exuberant biopic of Howard Hughes, yes, and it hits all the right notes, touching on both Hughes' visionary ways and his compulsive, ultimately ruining obsessions (Leonardo DiCaprio's performance as Hughes sneaks up on you; he charms you, he worries you, he scares you and then he charms you again). But what makes this one of Scorsese's best films in decades is how effortlessly he juggles scenes of go-go Hollywood with some legitimate back-room intrigue that is surprising in its immediacy. It's an epic that tackles a different subject than Scorsese is used to, which makes it that much more impressive that it feels as personal as him as anything on the mean streets.



#2. Before Sunset, directed by Richard Linklater

Oh, how we've missed these two. The original Before Sunrise, particularly when you look at Ethan Hawke's floppy hair and hipster goatee, would seem to be dated, but it isn't, for the same reason that this film feels just as fresh: These two are dreamers like the rest of us. In this new version, their dreams have been muddied a bit by time and the realities of growing older. But that doesn't stop them from probing their attraction, hesitantly, then breaking through. And with it all, we have the glorious talk of two people who know themselves, know what they want, know who they are … and forge forward regardless. Quiet, thoughtful and just lovely, Before Sunset is a movie that will make you want to revisit every long-passed love affair, fleeting moment … or just an old friend.



#1. Eternal Sunshine of the Spotless Mind, directed by Michel Gondry

Think of every relationship you've ever had that went wrong. (Unless you're married, check the "All of Them" box.) Think about how angry, how betrayed, how duped you felt at the end; how you forgot everything that came before the end except the pain. How it all seemed like a waste of time. It's from this universal premise that Eternal Sunshine of the Spotless Mind starts, and then it cuts loose in a Charlie Kaufman script that's, to paraphrase Yogi Berra, half science fiction, half screwball comedy, half love story and all mindbendingly original. A carnival ride of loops and screeching halts, then double-backs, and U-turns, it's a romantic comedy that's as thrilling (and visually inventive; director Michel Gondry brings out every trick he can come up with) as a Hitchcock whodunit, a wistful fable of love as touching as the best Woody Allen and labyrinthine brain twister as surreal (and gorgeous) as a Dali painting. (It also helps to have leads as appealing and well-drawn as Jim Carrey and Kate Winslet, who is perfect as the woman who drives you more nuts the more you fall in love with her). And if this weren't all enough, the film ends on a note so pitch perfect, so heartbreaking and soulful, that it leaves you both depressed and giddily cleansed. Love can be fleeting … but we still grasp for it and hold on for dear life.


By critical and Oscar consensus, the best films of the year were The Aviator, Million Dollar Baby, and Sideways. But that's not how I saw it. The following list is filled with the films I preferred -- movies from Britain, Canada, China, Denmark, Germany, Spain, and even the good ol' U. S. of A.



  #10. Good Bye, Lenin!, directed by Wolfgang Becker

We Americans annually permit ourselves about three foreign-language films to enter the national consciousness; everything else falls into that hinterland of "huh, never heard of that."

Opening in late February, Wolfgang Becker's Good Bye, Lenin! was not one of the three, sadly. Also hurting its box office chances was a storyline that probably proved problematic and downright foreign to many viewers. In pre-unification Germany, a pro-communism single mother collapses suddenly, slipping into a coma. By the time she regains consciousness eight months later, the Wall has fallen and Western influence has overtaken the country, much to the delight of her two children, Alex and Ariane. Since she is still unaware of the radical changes to her homeland, her doctors warn Alex (played by Daniel Bruhl) that she must avoid any major shocks lest her weak heart give out. And so Alex convinces his sister and friends to convert their apartment back into the one she remembered from when communism still was king. But how long can he keep the illusion going?

Though the structure clearly suggests farce and slapstick, Good Bye, Lenin! wants more than laughs. The filmmakers poke fun at the older generation's need to maintain the past, but Becker also gets his knocks in at the younger generation's willingness to accept the new as clearly superior. Beyond it all though -- beyond the sweetness, romance, stylistic flourishes, and disappointingly sappy ending -- Becker (along with screenwriter Bernd Lichtenberg) deftly illustrates how we cannot help but take on the values and foibles of our parents, no matter how much we want to be our own people. By trying to reconstruct his mother's fallen East Germany, Alex thinks his lies are protecting her delicate feelings. As the movie moves along with wit and clever twists, he comes to realize how much his deception is actually a means of protecting himself. The political geography may be difficult for American audiences to grasp, but the questions of family and responsibility are universal.


  #9. Touching the Void, directed by Kevin Macdonald

Sometimes, arguments about great films get sidetracked by silly digressions. In the case of Touching the Void, we had to grapple with the ridiculous debate over whether or not Kevin Macdonald's psychological thriller was really a documentary or not. The better question is, is there another filmmaker better bridging the gap between nonfiction and fiction?

To be honest, Touching the Void shouldn't be nearly as gripping as it is since we all know how the narrative plays out. In 1985, climbers Joe Simpson and Simon Yates decided to tackle one of the mightiest mountains in the Peruvian Andes -- the only one that hadn't been scaled yet. Unfortunately, their adventure was fraught with life-or-death peril; somehow, they both lived to tell the tale. Even if you don't know the backstory, the fact that both men provide voiceover for Touching the Void makes the ending a wee bit anticlimactic. Add to the list of Macdonald's obstacles his decision to recreate Simpson and Yates' journey up and down the mountain with actors in dramatized settings. And yet there isn't one moment that seems cheesy or staged. Macdonald, as he did with his excellent One Day in September (an absorbing retelling of the 1972 Munich Olympic hostage tragedy), reconstructs real events, not just retelling the story faithfully, but also adding emotional and psychological nuance. We all know Simpson and Yates survive their ordeal, but watching their struggles, we get caught up in how impossible it was that they made it -- especially for Simpson who, after he broke his leg, was left for dead by Yates, who wasn't even guaranteed to make it back alive himself.

Truly, it's Simpson's unlikely journey back to camp -- one that is examined both physically and spiritually -- which becomes the centerpiece of Touching the Void. It's easy to dismiss such extreme adventurers for their foolishness -- if you hadn't gone up that damn mountain, you wouldn't be in this fix. But Macdonald trusts their story enough to let them speak for themselves. Rejecting simple personal-growth platitudes, Macdonald balances the bravado of their quest with the consequences of their actions. How the two men remain friends is the film's great unanswered mystery.


  #8. Open Water, directed by Chris Kentis

Because of its Blair Witch hype, too many people treated Open Water as a gimmicky, cheap-stunt DV thriller: unknown actors battling the evils of nature in docu-drama fashion. These preconceptions fail to recognize Chris Kentis' film for what it plainly was: an incisive love story.

Open Water opens on an archetypal couple, spoiled and distracted by their jobs, but looking forward to spending a little time together at a quickie getaway. Kentis gives us just enough information to recognize ourselves in Susan (Blanchard Ryan) and Daniel (Daniel Travis) -- there's love there somewhere between these workaholics, but the crush of obligations has left them a little adrift.

And that's when it all goes to hell.

Once they get mistakenly abandoned at sea by their scuba tour, Susan and Daniel riffle through the expected emotions: confusion, disbelief, concern, reason, panic. Soon, figuring out what happened to their boat turns into questioning when they're going to get rescued -- which then turns into fearing whether they will survive the circling sharks heading toward them. As with The Blair Witch Project, this is primordial horror, seizing long-buried terrors from our subconscious and thrusting them into the real world.

But the film's battle-to-the-death plot doesn't do justice to the levels of drama Kentis summons. As Susan and Daniel struggle to keep their heads, we watch as their external distractions dissolve away in the heat of their fear. The cruel irony of Open Water is that this couple wanted to get away from it all to reconnect -- only by having their very lives threatened did they truly realize how much they care for one another. Ignoring the literate pretensions of Closer and We Don't Live Here Anymore, Open Water submerged a trenchant essay on sexual politics in an ocean full of sharks and jellyfish. Lost and afraid, our lovers fight for their lives, their struggle becoming a surreal metaphor for commitment's fear of the unknown. To the critics who said Open Water wasn't scary: Have you ever been in love?


  #7. House of Flying Daggers, directed by Zhang Yimou

Hero suggested that renowned Chinese director Zhang Yimou should stick to the art house. House of Flying Daggers, his second effort in the martial arts genre, is a tremendous step forward, and the results are equal to what Ang Lee brought to Crouching Tiger, Hidden Dragon. Gorgeous visuals are a given in this type of film, but the thorny element is always the story, which Zhang and his writers handle skillfully. In addition to all the astounding wire work, sword play, and effects shots, the filmmakers swiftly maneuver through a twisty love story filled with the kind of surprises and intrigue we remember from Notorious a lifetime ago.

For the record, the year is 859 A.D., and we're knee-deep in the Tang Dynasty, as two cops are trying to capture the new leader of the House of Flying Daggers, a rebel band causing unrest throughout the land. One of the cops, Jin (Takeshi Kaneshiro), goes undercover to befriend Mei (played by Crouching Tiger's Zhang Ziyi), the daughter of Flying Daggers' recently slain leader. Jin convinces Mei to take him back to her rebel stronghold, which will allow Jin's partner Leo (Andy Lau) to discover its location and stomp out this uprising.

No more plot should be divulged, since further revelations are worth keeping secret. Let it be said that this action film revolves around betrayed love and torn loyalties, the sort of large character issues that Akira Kurosawa and Sergio Leone used to savor alongside the sumptuous landscapes. "Operatic" and "balletic" are adjectives commonly used to describe House of Flying Daggers, and while I agree with them, I hope such flowery praise won't mislead audiences into thinking this is one more artsy, precious period piece. Zhang's film is more like an opera streaked with blood and tears.



#6. Bad Education, directed by Pedro Almodovar

Bad Education is never what it appears -- even its advance buzz shouldn't be believed. Before its American release, Pedro Almodovar's Hitchcockian thriller was billed as his attack on his Catholic upbringing, a film seemingly begging to be decried as blasphemous. That covers roughly the first 20 minutes of this elegant tease, but then what?

In a career that continues to be equally daring and accomplished, Gael Garcia Bernal plays a wannabe actor reuniting with the man he loved as a boy, Enrique (Fele Martinez). Bernal has a script he wants his former lover (now an accomplished director) to make, and yes it's autobiographical. That covers roughly the first 40 minutes of the film, but then what?

With utter assurance, Almodovar cycles through film-noir conventions, movie-within-a-movie clichés, and unexpected double crosses with the sort of panache he brought to the mangled timeline of his last film, Talk to Her. Perhaps too much has been made of it recently, but Almodovar is becoming the sort of major-artist foreign filmmaker we think only past generations were lucky enough to claim: the Bunuels, the Fellinis, the Bergmans. (Perhaps you still think of him as "just" a gay filmmaker, that campy free spirit with the zany, cross-dressing comedies.) This new film distills the serious intentions of Talk to Her and All About My Mother and grows darker with each reel. Ultimately, Catholicism is hardly to blame for the deceit and corruption at the soul of Bernal's character -- real artists like Almodovar never settle for such convenient answers. Bad Education snakes along each corner, spinning in new directions. Almodovar always adores his characters, but he's not afraid to let them be sinister this time. In fact, maybe Hitchcock isn't the only touchstone for such a dark-hearted yarn. David Mamet would find common ground here. So would Billy Wilder.



#5. Maria Full of Grace, directed by Joshua Marston

In one of the desolate corners of independent cinema, we have the little-seen, shoestring-budget flicks that aim for a gritty examination of life among the impoverished, often within minority communities in our large metropolises. These filmmakers' models are works like Martin Scorsese's Mean Streets or Vittorio De Sica's Bicycle Thieves, movies that ask you to sympathize with the little people. Unfortunately, by thinking small, these new indies often don't generate much dramatic interest.

But not Joshua Marston's Maria Full of Grace. With a film so subdued that even the exceptional Vera Drake looks hyperbolic beside it, Marston tells the story of Maria, a young pregnant girl so desperate to escape her miserable life in Colombia that she submits to becoming a drug mule. What follows is a poignant but completely dispassionate narrative that examines the repercussions of her decision. We watch her learn how to swallow the pouches, we watch her memorize her plan once she arrives in New York City, and then we watch as the plan fails and she is forced to think on her feet in hostile, alien territory.

At first, you almost don't realize how forceful Marston's story is. Shooting with a cinema-verite simplicity, Maria Full of Grace has the sort of neorealist feel once popular among Italian filmmakers of the 1940s and '50s. Eschewing easy emotional cues to suck you in, Marston needs an empathetic actress to carry the action, and he finds that in Catalina Sandino Moreno. In her first screen role, she turns Maria into a scared but utterly defiant and proud young woman, braving ruthless thugs and imposing customs agents. In form, Maria Full of Grace most closely resembles a troubling coming-of-age film, free of messages or morals. The illegal drug trade will continue to go on, and no Sundance winner can stop that fact. All Marston and his ingénue ask is that we pause for a moment to consider the human toll. The ending kicks you in the stomach -- not because it's a showstopper but because it's as pitiless and startlingly emotional as the rest of the film.


  #4. Before Sunset, directed by Richard Linklater

Whenever a studio makes a great mainstream film, my heart always sinks a little -- I just know there's gonna be a cruddy sequel soon to follow. You don't hear much about this problem in the realm of indies, but regardless, I was mortified that Richard Linklater had decided to do a follow-up to his 1995 success, Before Sunrise. In that movie, two young people (Ethan Hawke's Jesse and Julie Delpy's Celine) met on a train heading to Vienna and spontaneously decided to spend the day together, talking and talking and falling in love and talking and talking some more. Before Sunrise was a fragile miracle, a well-executed stunt, an experiment that had paid off handsomely. What sensible person would possibly want there to be a sequel?

Despite my initial concerns, Linklater has reunited his young lovers. And while I'm not sure if it tops the original, I'm convinced it completes the first film in a way that sequels almost never do. Before Sunset brings our characters to present-day Paris, he a so-so successful author and she a lost soul kept together by her fading optimism. Shot in almost real time, Linklater's odyssey measures how the callow romanticism of your 20s evolves into the cautioned questioning of your 30s. These kids have reached an age when they know that they aren't going to take over the world with their dreams, inspirations, or beating hearts. So what now?

Beyond all the other reasons to love Before Sunset, how can you resist a Hollywood film which argues that aging is a good thing? Ethan Hawke can grow wise and humble, Julie Delpy can become even more beautiful, and Richard Linklater can evolve into a truly exceptional filmmaker, far surpassing his once white-hot peers who are now just endlessly repeating themselves. (If it's not clear, that's a dig at Tarantino.)

Movie taglines repeatedly ask us what we would do with a second chance if we got it. This, typically, is the set-up for some stupid wish-fulfillment flick full of fantasy elements and cheap sentiment. Before Sunset is the real thing, a second chance to reexamine the lessons learned in the first film and perhaps correct the mistakes made. Most of us would kill for the scenario presented to these star-crossed lovers. Most of us would be lucky to be as graceful and wise as Jesse and Celine are once they get their opportunity.


  #3. Eternal Sunshine of the Spotless Mind, directed by Michel Gondry

Charlie Kaufman had never quite won me over before 2004. He is Talented, he is an Original Voice, but so are many other screenwriters. Being John Malkovich and Adaptation were clever ideas, but Kaufman couldn't fully capitalize on their possibilities. And he had never written a satisfying third act.

All of that changed with Eternal Sunshine of the Spotless Mind. As usual, Kaufman takes an obsessive, defeatist loser and hurtles him into a dark postmodern comedy. This time, that loser is Jim Carrey's Joel, an unhappy schlub whose life perks up considerably when he meets Kate Winslet's Clementine. And then they fall in love. And then they fall out of love. Or is it the other way 'round? Eternal Sunshine willfully bends its timeline, constructing an elaborate mind puzzle of a romantic drama. Part of this temporal confusion comes from Clementine's decision to have her memories of Joel erased by a somewhat shady company after their breakup. Heartsick that his true love would have her brain altered to exhume him from her life entirely, Joel rashly decides to have the same thing done to him.

Relationship films ranging from Eyes Wide Shut to Open Water are well suited to altered states and nightmare scenarios. And like Kubrick's final film, Eternal Sunshine is not a movie to be taken literally -- it is very much a metaphorical journey into the horrible doubts and irrational thoughts the loss of love conjure up. But such dream worlds need a reliable guide, and perhaps here is where we should congratulate the film's director, Michel Gondry. Largely forgotten in the rush to praise Kaufman's innovative concept, Gondry, a sometimes video director, uses his technical prowess from the small screen to create an organic (but certainly fantastical) facsimile of the real world, albeit one where houses disappear right in front of your eyes. Eternal Sunshine's low-budget effects have an offhand, hypnotic appeal -- the film's realism makes its sci-fi plotting all the more frightening and amazing.

Also forgotten among the Kaufman kudos are the performances. But while I enjoy Winslet here, I think Carrey is the real MVP. I've been singing his glories for years -- from Man on the Moon to Liar Liar to the incomparable The Truman Show -- but this is his most effectively understated role. I can't think of a performance that encapsulated the essence of being dumped so vividly.


  #2. The Corporation, directed by Mark Achbar and Jennifer Abbott

Perhaps you heard that this was another Year of the Documentary. Yes, I guess it was -- but not necessarily the right kind of documentary. Whether it was Fahrenheit 9/11, Super Size Me, or Tarnation, many of our highest-profile nonfiction films played like on-camera talent shows for attention-seeking filmmakers. While the subject matter of the movies was important, these documentaries' greater emphasis was on the main character -- the director.

In contrast, The Corporation felt wonderfully old-fashioned. No gimmicks, no stunts, no filmmaker ego -- just the hard news told with a sobering, clear-cut authority. That's what I liked about it so much: The film assumed I was a grownup and treated me as such. It laid out an argument in a convincing fashion, offering differing points of view to deepen the discussion. And there's nothing condescending or crowd-pleasing about it. In fact, the film is almost unbearably downbeat and chilling, determined to pinpoint precisely what our world's greatest ill is. And don't say Bush or McDonald's or the media -- although those are all worthy contenders. Ultimately, directors Mark Achbar and Jennifer Abbott's film argues that corporations are society's deadliest threat -- taking over, destroying the environment, influencing how we think about our culture, and seeping into our daily lives in disturbing ways we may not even realize.

But The Corporation is no mere leftist tirade against "The Man." Achbar and Abbott make pains to include individuals of all political stripes, offering an entertaining, intelligent, comprehensive survey of thinkers, businessmen, advocates, hopeless hippies, and a shockingly erudite Michael Moore. After a year of grandstanding documentaries, The Corporation only loomed larger with its mature handling of a complicated issue. Corporations may be a necessary evil in our industrial society, but is there a way for them to retain their souls? Endlessly fascinating and thought-provoking, The Corporation opens our eyes, asking us all to question how much control we've given over to companies in the name of progress and convenience. This is riveting journalism of the highest caliber.



#1. Dogville, directed by Lars von Trier

Lars von Trier's controversial parable of America told through Brechtian theater conventions is the most stringent cinematic social commentary since a young filmmaker named Spike Lee wondered what the severe summer heat would do to the residents of a city block in Brooklyn. But unlike Do the Right Thing, which was an angry cry from within the country, Dogville is a scathing, sobering, humane attack from without -- and that has made all the difference to some misguided critics.

Set during the Depression in a titular Colorado town, Dogville's action plays out on one large stage with chalk markings to distinguish different homes and shops on the main street. With mock Our Town sincerity, a narrator presents this community of honest, good people -- the idealistic young writer, the old curmudgeon, the pretty town beauties. And then one night, Grace comes up the road.

Is there a more risk-taking actor or actress right now than Nicole Kidman? Between The Others, the much underrated Birth, and Moulin Rouge, she's been willing to branch out over this decade -- what other star goes for such adventurous material alongside the occasional Stepford Wives? But Dogville is her new peak, a role that allows her to play the typical von Trier damsel in distress while adding some truly dark contours of her own.

When Dogville adopts Grace as one of their own, the citizens (led by Paul Bettany's writer Tom) believe their kindness is an example of their generosity and high moral standing. And, for a while, it really is a paradise on earth. But as with Do the Right Thing, the seeds of destruction have already been planted long ago -- and now disaster waits.

Too many reviews misread Dogville as just an obvious swipe at American culture. But while it's clear von Trier has a complex love-hate relationship with the United States' omnipotence, this three-hour film is a meticulous observation of how every community believes itself to be pure of heart, only to regress quickly back to base prejudices in times of trouble, scapegoating the outsider to justify its terrible behavior. As with his Breaking the Waves, Dancer in the Dark, and The Five Obstructions, von Trier not only has created a provocative narrative, but he's shot his film with a visual brilliance. By removing the concreteness of sets -- by whittling his Dogville to chalk outlines -- the town becomes both universal and dislocated at the same time. The blackness of the stage suggests a permanent foreboding in the distance as well as instills a sense of the characters' imprisonment within their environment.

America deserves its lumps, but Dogville's sneakier lesson is that, like it or not, we are all connected together by the same human failings -- we all occupy the same bare stage. No filmmaker alive consistently makes such exciting and passionate works that are so highly critical of humanity. But don't mistake that anger for nihilism. In a divisive political year that offered no easy answers for the road ahead, Dogville holds a mirror up to society, demanding that we see the damage we do to one another in the name of ignorance, paranoia, and distrust. From such cautionary tales come the strongest cries for change. Let us be brave enough to heed the warnings.


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The Best of 2003.

The Best of 2002.