1. Irréversible (Noé): Remains one step ahead of you the whole way: Is it a dream? Is it about homosexual panic? Is it about the decline of society? Yes! A work of misunderstood excellence: it even tops Memento, using the backwards trick to play with the audience's expectations. Most fittingly, its final minutes (or rather, opening minutes) pay homage to Tony Conrad's infamous The Flicker.

2. Kill Bill Volume One (Tarantino): Super Camp from America's equivalent to Kurt Schwitters. Earns bonus consideration for almost making John vomit (not the most difficult task, but...).

3. Cowards Bend the Knee (Maddin): If Heart of the World was a migrane, this is the seizure. It's also the best film about ice hockey ever made. The weight of a daughter is too much for a man with no hands.

4. Dogville [170 min. cut] (von Trier): Although von Trier often comes across as a primadonna, agitator and worse - and makes no mystery of the fact that he considers himself a genius - he's also made one of the most challenging films about not just America, but about the tolerance for cruelty. It doesn't matter that he's never been to America - Stephen Crane never fought in the battle he wrote about in The Red Badge of Courage and James Fenimore Cooper famously never met or saw an Indian.

5. Capturing the Friedmans (Jarecki): This movie is trying to break your heart.

6. Phone Booth (Schumacher): When I saw Mr. Panayides give this a high rating, I was surprised. Schumacher? That was before I watched it ... and quickly recalled Rule #3 of Cineaste Club: Always consult Theo.

7. Lost in Translation (Coppola): Scarlet is a stand-in for Sofia, Murray is a variation on the disillusioned, aging Francis Ford ('made many movies in the seventies')? A flawed but still personal film that carries, in my mind, a strong message about elitism: it's hard to have fun or enjoy yourself if you look down upon everything. (Hmm...)

8. School of Rock (Linklater): Was luke-warm to this the first time I saw it - on the same day I watched Cowards Bend the Knee and Kill Bill Volume 1 - so it may have just been burnout or whatever (as a rule, I try to avoid seeing more than one movie a day). A second viewing confirmed it: this is just a blast of energy, and one of the only movies this year I've been trying to get everyone I know to see. If I recommend it to them, I have to recommend it here.

9. Demonlover (Assayas): Makes fun of The Matrix, looks upon the Internet with fear, worries about sexual perversion (they're looking at you, Japan), makes fun of George Bush (shows an early telecast of him babbling on about nothing only to have a scene in Texas where women are gagged and tortured), shows Chloë Sevigny playing Oni naked and then makes fun of high school kids downloading demented sleaze off the Internet. And, all this is done in a crisp, asceptic neo-Godardian fragmented world with baffling throwaway scenes, apocalyptic musings and a very serious discussion about pubic hair. This movie was made for me.

10. Bad Santa (Zwigoff): Foul-mouthed giddiness, with Thornton perfectly cast as the straight-faced, whiskey-guzzling title criminal. I feel the same way about tits, too, Santa.

1. Intolerable Cruelty (the Coens): I have to say it - this makes The Hudsucker Proxy look ... decent. Jesus what's the world coming to??

2. The Matrix Reloaded (Wachowski et Wachowski): No wonder multiethnic Zion's repressed - the architect of the Matrix is Colonel Sanders! And what's so wrong with the Blue Pill, anyway? Won't that give you a hard-on?

3. The Eye (The Two Pangs): Oh no! Not another group of sibling filmmakers! When Mario and Luigi team up with the Tavianis, you can get my hemlock ready.

4. Blue Car (Moncrieff): Rule of thumb: if the same movie that uses a chocolate shaped like a car as its privileged signifier also contains the line "What matters is the condition of your soul," it's going to be bad. Mouchette had it easy.

5. Spun (Akerlund): Mickey Rourke is making drugs for all of Oregon? Sounds about right.

6. All the Real Girls (Green): The director says it's more about the people that have one or two lines than the main characters. Makes sense, because the main characters are complete idiots.

7. Raising Victor Vargas (Sollett): Parents are irresponsible and hostile, kids have the right idea. Let's just blame: Grammy.

8. Hulk (Lee): Nick Nolte's making his own drugs in a lab so he'll become a powerful mutant? Sounds about right.

9. Something's Gotta Give (Meyers): My patience, perhaps? Panders to its over-50 female audience by saying that Jack really wants Diane Keaton instead of Amanda Peet. It's called biology, Nancy. Maybe Dr. Keanu can teach you about it.

10. A Mighty Wind (Guest): You know what the blackout in New York, Hurricane Isabel and this film have in common? They're all disasters.

11. Elephant (van Sant): Much better than "White Blood Cells." "The Hardest Button to Button" is a great song.

12. Cold Ass Mountain (Minghella): Even the CGI snow - which doesn't fall as much as stay still or move horizontally - sucks.

13. Gerry (van Sant): why make a movie so pretentious / that Kiarostami would groan? / do the world a favor / buy Matt Damon a cell phone

14. Bend It Like Beckham (Chadha): "Dear Ms. Keira, I know that people probably pick on you for being so insanely thin. I sympathize completely, since my doctors see me and immediately want to send me for blood tests and feed me corned beef on rye. But I, like you, resist. Please stop being in these terrible movies, and join me in my steady diet of vanilla chai, Fiji water and graham crackers. We can be crazy-sexy-emasciated together. Yours, Matt. P.S. That top you wear to go clubbing looks like the the drapes that are in my living room. That's hot."