10. FACE/OFF

Three years ago, John Travolta revised his career in a little film called Pulp Fiction.  Two years ago, Nicolas Cage defined all odds by winning an Oscar for Leaving Las Vegas.  So it seems like they both should be receiving roles besides mindless shoot-em-up popcorn flicks, right?  Except, for one thing: Face/Off may be a shoot-em-up popcorn flick, but it certainly isn’t mindless.

Rather it’s the most entertaining and smart action flick of the year – and possibly since Se7en.  Full credit belongs to director John Woo, who’s been making superb action films for so long in China that it really wasn’t a risky play at all for either Travolta or Cage.

9. WAITING FOR GUFFMAN

In what is undoubtedly the funniest mockumentary since This is Spinal Tap, Christopher Guest plays an aspiring musical director who leads a small-town production to celebrate its 150th anniversary.  The production runs smoothly – or at least smoother than you’d expect when casting a bunch of unemployed townies to lead roles and hiring an eccentric and moody director – until word gets out that a Broadway producer will be visiting the show. 

Waiting for Guffman, like Spinal Tap, is written by and stars Christopher Guest.  Guffman isn’t as funny as Spinal Tap, but it undeniably builds up a downfall better than any film in recent memory.  And, by the end, it’s impossible to be disappointed – even if the play’s stars are.

8. AS GOOD AS IT GETS

Is this as good as it gets?  Just about.  Jack Nicholson stars as Melvin Udall, a successful author with a gift for writing female characters well and an ineptness of understanding them in real life.  His phobias and obsessive-compulsive personality find him at the same restaurant every morning, where a patient waitress catches his affection.  And, somehow, she sort-of falls in love with him, too.

As Good As It Gets may have its flaws and mishaps, but when it works, it’s as good and funny as any movie of the past year.  Nicholson, who has already won two Oscars, might be on his way to a third golden trophy.  Obviously, at this point, that’s no surprise.  The real surprise here is how good Helen Hunt is, who keeps up with Nicholson in every scene.  So good, in fact, that she may become the first woman to win an Oscar and Emmy in the same year, if her past Emmy wins are any indication.

7. IN THE COMPANY OF MEN

Those who thought that Fargo was too dark might want to steer clear of Neil LaBute’s so dark it can only be categorized as a black comedy, In the Company of Men.  However, those who can handle the film’s dark narcissism are in for a real treat. 

In the Company of Men tells the story of two arrogant businessmen who selfishly agree to win the heart of a deaf girl only so they can break it, but instead find themselves falling in love with her.  Despite its darkness, LaBute has somehow made a film that actually boasts the message that the real handicap is not seeing people for what they actually are.   

6. THE WINGS OF THE DOVE

With the recent surge to adapt classic novels to the big screen, it’s actually a bit surprising that so few reach the peaks of Ian Softley’s wonderful adaptation of Henry James’ classic novel, The Wings of the Dove.  But this isn’t just a great retelling of a classic novel – it’s one of the best tragic romance films of a year, along with a story about a big sinking ship. 

Much of the credit belongs to Helena Bonham Carter.  Her performance as Kate, a penniless woman who alongside her lover befriends a dying wealthy woman in hopes of inheriting her wealth, is a breakout role that should earn her an Oscar nomination.  Actually, make that an Oscar win.  She’s fantastic, just like the film itself.

5. BOOGIE NIGHTS

A notable adult film director, an aging porn actress, a screenwriter with an unfaithful wife, a competitive costar and a popular young actor who has been “blessed with one special thing,” as he so elegantly puts it.  Few movies have even one notable character, but Paul Thomas Anderson’s funny porn industry opus has more than enough to go around.  Boogie Nights feels like a mix of the best Robert Altman films mixed with the coolness of Dazed and Confused.

4. THE SWEET HEREAFTER

In a lesser year, Atom Egoyan’s delicate The Sweet Hereafter could have topped my list as the best film of the year, but 1997 was no ordinary year.  And Sweet Hereafter is no ordinary film. 

The film tells the story of a lawyer (Ian Holm) who travels to a small town to defend the families who lost loved ones when a bus crashes through thin ice.  It’s obviously not the feel-good movie of the year, but it is a film that studies tragedy, pain, anger and greed with a delicacy and understanding that is rarely seen in the art of movies.  It’s a film that realizes that tragedies happen and sometimes no one is to blame.

3. L.A. CONFIDENTIAL

Critics – including myself – like to compare films to one another.  But when critics continuously compare a film to Chinatown, arguably one of the greatest movies of all time, you know the film is really special.  Which is exactly the case with Curtis Hanson’s brilliant adaptation of L.A. Confidential. 

The film revolves around three cops: one shady (Spacey), one straight-laced (Pearce) and one quick-tempered (Crowe) as they battle for acclaim and respect in a tilted system.  Unlike the police force that it depicts, the film itself is quite close to perfect, from the twisting screenplay to the brilliant acting to the noteworthy art direction and cinematography.

2. TITANIC

The ship sinks.  That’s no surprise.  What is a surprise though is just how incredibly entertaining James Cameron’s mega-blockbuster is.  Even well before the ship begins to sink, Cameron latches us in with the high-quality soap opera that is between first-class passenger Rose (Kate Winslet) and Jack (Leonardo DiCaprio), who wins his ticket to ride in a poker game.  And when the ship starts to sink, Titanic transcends from a film that is simply entertaining to an instant an unforgettable classic. 

1. GOOD WILL HUNTING

Matt Damon and Ben Affleck – the two young stars and screenwriters of Good Will Hunting – may never be able to follow up the success of their brilliant screenwriting debut, but even if they don’t, they’ve made a film that should be remembered for decades to come.

Damon, who started writing Good Will Hunting as a final assignment at his Harvard playwriting class, gives a wonderful performance as an unambitious but brilliant MIT janitor who spends his spare time speed-reading books, solving impossible math proofs and drinking beers with his slacker friends.  Good Will Hunting is filled with a slew of touching memorable moments and one can’t help but to wonder if Damon is as close to a genius as the character he portrays.  After all, as Ben Affleck’s character would put it, Good Will Hunting is wicked smart.