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6. MONSTERS, INC. (Pete Docter). Shrek, Harry Potter and the Sorcerer's Stone, Spy Kids -- all fine, all fun. But for a family flick that took it to the next level, the pick is clearly this latest playground of a picture from the creators of the Toy Story twofer. The gags are fresh, the visual style is dazzling, and the bond between gentle giant Sulley and little Boo is unexpectedly moving.

7. A BEAUTIFUL MIND (Ron Howard). Sure, they played fast and loose with the facts -- so what else is new in Hollywood? -- but between Howard's bold direction, Akiva Goldsman's carefully balanced script, and intuitive performances by Russell Crowe and Jennifer Connelly, this biopic about troubled math genius John Nash Jr. not only works as a character study but also gives us a sense of how one's world view might be tainted by all manner of inner demons.

8. GHOST WORLD (Terry Zwigoff). After conquering the documentary format with 1995's Crumb, Zwigoff now makes his mark in the world of fiction films with his stinging adaptation of Daniel Clowes' cult comic book. Thora Birch is right-on as the disaffected teen questioning what she disagrees with (basically, everything around her), while Steve Buscemi delivers a career performance as the middle-aged schlepp whose very cluelessness, as Birch's Enid notes, practically makes him cool in his own right.

9. IN THE BEDROOM (Todd Field). A Maine couple (Sissy Spacek and Tom Wilkinson) are violently shaken out of their passive lifestyle by the murder of their college-bound son at the hands of his girlfriend's estranged husband. Suddenly, normal routines seem pointless, dialogue feels inadequate, and the urge for retribution becomes overwhelming. Actor Field's directorial debut takes no soothing shortcuts in its examination of the ease with which insidious evil can seep into even the most seemingly stable environments.

10. VANILLA SKY (Cameron Crowe). It doesn't quite match Spain's 1998 original, Open Your Eyes (opening Friday courtesy of the Charlotte Film Society), but Crowe's mind-blowing mind-bender -- think The Elephant Man meets The Matrix -- is that rare work that refuses to pull its punches even when they risk causing self-inflicted wounds. Along with A.I. Artificial Intelligence and Moulin Rouge, this was 2001's premiere love-it-or-leave-it title -- all in all, a good year for movies that made people talk, think, and often vehemently disagree.

The Next 10 (Honorable Mentions): No Man's Land; Bridget Jones's Diary; Lantana; startup.com; From Hell; Gosford Park; Moulin Rouge; Mulholland Drive; The Lord of the Rings: The Fellowship of the Ring; The Tailor of Panama

Best Actor: John Cameron Mitchell (Hedwig and the Angry Inch); Tom Wilkinson (In the Bedroom); Russell Crowe (A Beautiful Mind); Billy Bob Thornton (Monster's Ball & The Man Who Wasn't There); Denzel Washington (Training Day)

Best Actress: Naomi Watts (Mulholland Drive); Nicole Kidman (The Others); Renee Zellweger (Bridget Jones's Diary); Halle Berry (Monster's Ball); Judi Dench (Iris)

Best Supporting Actor: Steve Buscemi (Ghost World); Jim Broadbent (Iris & Moulin Rouge); Paul Bettany (A Knight's Tale & A Beautiful Mind); Ian McKellen (The Lord of the Rings: The Fellowship of the Ring); Joe Pantoliano (Memento)

Best Supporting Actress: Sissy Spacek (In the Bedroom); Carrie Ann Moss (Memento); Jennifer Connelly (A Beautiful Mind); Cameron Diaz (Vanilla Sky); Marisa Tomei (In the Bedroom)

Disappointments: Ali, Hannibal, I Am Sam, The Majestic, Ocean's Eleven, Pearl Harbor

THE 10 WORST

1. 15 MINUTES Back in the 70s, could anyone have predicted that Robert De Niro would turn into a movie whore, taking any part offered just for the sake of an extra paycheck? This time, the overexposed actor finds himself in last year's worst film, a rancid thriller that purports to have insight into topical issues like media manipulation and rampant violence but is really nothing more than a sensationalistic glorification of gory excess.

2. FREDDY GOT FINGERED Public enemy #1 Tom Green wrote, directed and stars in this unwatchable comedy in which, among other things, he masturbates a horse and chews through a newborn's umbilical cord -- and those are the more tolerable scenes!

3. MALENA Officially a 2000 release (it opened in NY & LA), this didn't play the rest of the country until 2001, making it fair game as far as I'm concerned. This casually cruel "coming of age" tale from Italy would have been universally lambasted for its misogynistic streak had it not arrived under a protective coat of "art-house chic."

4. JOHN CARPENTER'S GHOSTS OF MARS At the rate that Carpenter's career continues to deteriorate, we can soon expect John Carpenter's Love Songs of the 70s Infomercial, John Carpenter's Alpo Commercial, and John Carpenter's End-of-the-Broadcasting-Day Test Pattern.