If there's a film on this list that people are going to bitch about, this is gonna be it. Roger Kumble's updating of French novelist Choderlos de Laclos's book Les Liaisons Dangereuses didn't prove to be terribly popular with a lot of people. Maybe it was the youthful cast, maybe it was the label of the cursed "teen movie," maybe it was the fact that Kumble was also remaking Dangerous Liaisons, a best picture nominee also based on Les Liaisons Dangereuses, or maybe it was simply the fact that people figured it was "that trashy teen flick where Buffy slips another girl the tongue." But the "youthful cast" - which included Sarah Michelle Gellar, Ryan Phillipe, Reese Witherspoon, and Selma Blair - turned in Oscar-worthy performances; there were plenty of good "teen movies" out this year - and Cruel Intentions is more mature and sophisticated than any of them; I never really saw why Dangerous Liaisons was nominated for best picture to begin with; and the scene in which Gellar and Blair kiss is hardly a gratuitous lesbian scene to get the guys in the audience excited. Indeed, Dangerous Liaisons had more gratuitous sexual situations than Cruel Intentions does, but two girls kiss and there's no way it's possibly there to help the story or character development along. Oh wait, yes there is. Besides, Kumble's script is intelligent, humorous, tragic, and meaningful; and his direction is by and large flawless. The sets and the costumes are also Oscar-worthy, and all of the above elements come together in a film that has been sadly overlooked by most people as one of the most intelligent and entertaining films of 1999.

Now, I've already stated that I think Kevin Smith can't work a camera to save his life. But that doesn't stop him from turning in an amazing script, or from directing ridiculously talented actors to brilliant performances. Dogma's script is a wonderfuly thoughtful satire of the Catholic church - and not, as many Catholics would have you believe, of the Catholic faith. Smith is Catholic. Smith wrote and directed the film. So there. But Smith's lampooning of the Church is welcome to this reviewer, who has always had problems with organized religion and who is now - in part thanks to Smith's Dogma - able to put those unshaped thoughts into words and opinions. There were no other films this year that I know of that dared not only to take on such a renowned organization that basically screams "hands off!" when it comes to films like this, and so it gets high marks just for taking that step. But it also gets high marks for its amazing cast (Ben Affleck, in particular, is brilliant in this film, and his pal Matt Damon is no slouch either). It looses points for it's silly special effects, it's visually inept director, the constant presence of Jay and Silent Bob (who, as I mentioned in the full review, are okay in small doses, but have no place in central roles such as the ones that Smith wrote for them in Dogma), and the not-so-constant presence of Jason Lee, who does wonders with his small role and who I would have liked to see a lot more of. So for those reasons it finds itself low on this list. But for a lot of other reasons it does find itself of this list. And it's presence here is well deserved.

How I missed this one in the theatre I'm not sure -- from the trailers it looked like a pretty interesting thriller, with one of my favorite actors, Tim Robbins. But this I-think-my-next-door-neighbor-is-a-terrorist paranoia film offers much more than may be initially expected. Not only is the acting top-notch -- with fantastic performances not only from Robbins, but from Jeff Bridges, Joan Cusack, and Hope Davis as well -- but the direction is bold and stylish, and the screenplay is killer. The script, from Scream 3 scribe Ehren Kruger, takes some expected and some not-so-expected turns. There's a small portion of the film that's cheesy and a little bizarre, but then it gets back on track and shatters your expectations with such a shocking finale that I'm surprised this film didn't get the same kind of "surprise ending" buzz that The Sixth Sense recieved. Regardless, as with The Sixth Sense, the ending is not tacked on the end to give the film a selling gimmick -- it's there to validate the rest of the film. It's actually one of the more gutsy endings I've seen in a film for awhile, and I applaud not only the filmmakers, but the producers and the studio for sticking with it. It's for that reason, along with those mentioned above, that this awesome film finds itself among such august and perhaps better known company on this list.

This one's for all you people who think "cartoons" are just for kids. That is in my opinion one of the most infuriating and closed minded opinions a person can have. This film should reverse you of that opinion, though. I admit, I was less than impressed when I saw the trailers, but critical acclaim and advice from friends convinced me to buy the DVD of the film sight unseen. I was not disappointed. Indeed, I was blown away, not only by the breathtaking animation (which just has to be seen at it's full 2.35:1 aspect ratio to be truly appreciated), but by the strength of the cast and -- mainly -- by the funny, powerful, and often heartwrenching script. A film's no good without a great story, no matter how great it looks, but The Iron Giant has both looks and heart going for it. It's one of those rare films that's appropriate for younger viewers and yet still manages to entertain and thrill older viewers as well. My mom, who sometimes can fit into that category of people who look down their nose at animated films, declared this film one of the best she's seen in quite some time. I'd have to agree with her.

Okay, now this film should be included here just for the revolutionary advances in special effects (the "bullet time" innovation), but this film also includes a kick-ass script and fist-pounding direction from the Brothers Wachowski. In The Matrix, they successfully translate action moves and camera tricks that until now were unique to animated pictures -- mainly Japanese Anime -- to live action. And let me tell you -- it works. The special effects aside, a lot of this film's visual impact comes just from some brilliant uses of slow motion and martial arts. But as I mentioned, it goes beyond well-crafted action sequences. It's got a funny, tense script that tells the first third of a great story, one that actually has meaning, depth, and relevance in today's computer-driven world. It's not an original message, but Skynet (T2) or the Borg (Star Trek: First Contact) have got nothing on The Matrix. Plus, it's not just the story that's being told -- it's also the way it's being told, and I think I've communicated to you how impressed I am with the Wachowski Brothers' directing. Add to that the incomparable Lawrence Fishborne and the fact that Keanu Reaves can act (see The Devil's Advocate if you don't believe me), and you've the eleventh best film of 1999.

This film didn't impact me as much as it did a lot of people, but that's only because I had read the novel on which it was based, and so I knew what was coming. Nevertheless, Frank Darabont's long awaited follow-up to 1994's The Shawshank Redemption is a brilliant film. Darabont's adaptation of Stephen King's 6-part serial novel is flawless, and his filming is extraordinary. Just like he did with Shawshank, Darabont creates a haunting, moving film that stirs the emotions within you. With Shawshank, Darabont inspired us. With The Green Mile, he examines our mortality and our faith, using convicted murderer John Coffey as a Christ figure -- an innocent man who must die for the sins of others. Michael Clark Duncan (Armageddon) is perfect as Coffey, and Tom Hanks is likewise brilliant as narrator Paul Edgecomb. A stunning supporting cast featuring David Morse, Bonnie Hunt, and James Cromwell rounds things out nicely. Darabont's filming is striking without being gimmicky or overblown -- he's just telling a story here: a good, old-fashioned prison story that requires only a few uses of slow motion or special effects. What effects there are are both stunning and chilling, and the slow motion is used effectively. What I'm saying here, is that Frank Darabont knows what he's doing, and while I wish he would do it more often, The Shaw shank Redemption and now The Green Mile are more than enough to keep me content.

Compared to Pulp Fiction by a phalanx of unimaginative reviewers, this film was one of the most vivid and lively films to hit theatres in 1999 (number eight below being the exception). Go tells three tales that cross each other's paths on a Christmas Eve in Los Angeles, and it does it with such bold camerawork and acting that the film simply comes alive. John August's script is both funny and realistic, and Doug Liman (Swingers)'s direction -- to put it simply -- kicks ass. Liman serves as director of photography and director on all his films, and as a result his pictures have a very energetic feel to them. Add to that the imaginative device of restarting the film every 30 minutes or so and retelling the events from a different perspective, and add to that a cast of top-notch actors that make you wish they gave Oscars for ensemble casts, then add to that a pulse pounding soundtrack (the remix of "Magic Carpet Ride" helps to make one of the greatest car chases in recent history -- as well as the great line "is your British ass happy now?!?"), and -- did I mention the kickass direction and the brilliant script? Add all that together and you've got one of the best films of 1999, even if it does revolve around a rave.

Now, the most vivid and lively film of 1999 has got to be German import Run Lola Run, another wildly fun avant-garde piece that tosses the traditional rules of storytelling out the window. Lola appeals to our video game sensibilities with the tale of a woman who has 20 minutes to get 100,000 marks to her boyfriend, lest he be murdered by gangsters. Like Go, the film restarts every 20 minutes -- not to tell the same events from a different perspective, but rather to give Lola another chance to achieve her goal. Director Tom Tykwer grabs us not only with his brilliantly imaginative concept and script, but with his visually-assulting camerawork and his throbbing techno soundtrack. Franka Potente, the running redhead, delivers a blistering performance that is unlike any I've ever seen. But that's okay, because Run Lola Run is unlike any film I've ever seen. 3 frantic 20 minute joyrides, each followed by a surreal and dreamlike pause for breath, is the sum of this film, but a mere description cannot hope to even come close to doing this film justice. It is a unique wonder that must been seen to be believed and appreciated.

In contrast, The Insider might be considered slow. But anyone who's seen Heat or The Last of the Mohicans knows that writer / director Michael Mann isn't known for boring the audience, and The Insider is no exception. Granted, this is his first film without any real action sequences, but that does not take away from the tension and the sheer brilliance of The Insider. Al Pacino and Russel Crowe give brilliant performances, as does Christopher Plummer, who at times resembled Mike Wallace so closely it was spooky. Mann's script may at times take liberties with what actually happened during the making of 60 Minutes' story about the tobacco industry's cover-up, but frankly, who cares? It's a well-written script that not only moves the story along with a snappy pace, but includes brilliant characterization of both tobacco snitch Jeffrey Wigand and of 60 Minutes segment producer Lowell Bergman. It's not only an epic David and Goliath tale, but it's also a very sad story about some very good people who have no choice but to do what they feel and what they know is right. What makes it even sadder is that the people around the protagonists (Wigand's wife, Bergman's supervisors) don't see why they must risk so much and sacrifice so much for the truth. It's a story about moral responsibility, and in the hands of the brilliant Michael Mann, it becomes a masterpiece.

This film should have been nominated for Best Picture. People always complain about how sequels are inevitably inferior to the original film (I disagree, and always cite Star Trek II or Terminator 2, but avoid bringing up Die Hard 2: Die Harder), but there's no room for complaint here. I fell in love with the first Toy Story; I think it's an extraordinary film and one of the best things Disney has ever put it's name on -- and Toy Story 2 is ten times better. Simultaneously touching and action-packed, this film is also a clever satire of society (nothing captures the idiocy of today's drivers better than the scene where the toys attempt to cross a busy street, sheltered by traffic cones) and a venue for countless film homages (among them: 2001: A Space Odyssey, Star Wars, Rear WIndow, Pixar's own A Bug's Life, any number of westerns, and dozens of others that just aren't springing to mind right now). Brilliant editing and stunning computer animation, as well as another fun score by Randy Newman (and a heartbreaking song sung by Sarah McLachlan), and the return of the first film's top-notch vocal cast (Tim Allen, Tom Hanks, et.al.) with some new additions (Joan Cusack, Kelsey Grammer, Wayne Knight), all come together in a remarkable film that just blew me away. The friends I saw the film with agreed that Toy Story 2 completely exceeded all expectations, and set a very high bar not only for any more Disney - Pixar collaborations, but for filmmaking in general. After the first Toy Story, A Bug's Life, and now this, I offer this suggestion to Disney: make all your movies with Pixar, and make sure John Lasseter directs all of them, too.

This film looked good, from the trailers, but I had no idea how good it was going to be. This is a phenomenal film -- another one that I'm surprised didn't get a Best Picture nomination. The very eclectic cast (my friends and I joked that on-set Ice Cube probably mercilessly teased Mark Wahlberg about his pathetic attempt at a rap career while George Clooney sat back and laughed) is comprised of some really top-notch actors -- I knew Clooney was good, but I'll admit to being surprised by Wahlberg and Ice Cube. Plus, the script -- which is what, the second major film to deal with the Gulf War? -- is very well-written and examines an important -- and overlooked -- issue that has yet to be fully explored and exploited by Hollywood. And David O Russell (who also wrote the script) is an extremely talented director with a very bold style that's difficult to describe. I don't think any other director has ever followed the path of a bullet through the human body before. And his use of light is comparable to Warner Bros' use of dark back in the gangster / film noir days. Maybe it was just released too soon to be remembered by Oscar time, but trust me, this will go down as one of the greatest war films of all time.

This is simply a phenomenal film that deserves every single Oscar nomination that it received, and maybe then some. It also deserves to win Oscars not just for Best Supporting Actor Haley Joel Osment, who here turns in a brilliant, chilling performance that will stay with you for a long, long time, but for writer-director M. Night Shyamalan's much applauded script that delivers one of the most brilliant finales to a film that I have ever seen. And as I mentioned in my full review, it's not an ending tacked on to generate strong word-of-mouth ticket sales; rather, it is analogous to all the tumblers in a safe lock clicking into place, opening the door to reveal the cash. In any case, not only was Osment's performance fantastic, but so was Bruce Willis', Olivia Williams', and Oscar nominee Toni Collette's, who plays Osment's mother. M. Night Shyamalan's direction is also noteworthy; he directs his script and his actors with true talent, painting the film in striking lights and darks, and laying subtle hints as to the gasp-worthy finale. Add to that some truly chilling and downright frightening images that enhance the creepiness of the film nicely, and you've got a brilliant, chilling film that deserves every single piece of hype and praise that it has received, my own review included.

Now, Magnolia is at times a very confusing film, which is maybe why it's not #2 or even #1 on my list. But it's also a freakin' brilliant film, which is why it's resting comfortably here at #3. This is probably the saddest film on my list; the film revolves around a number of very sad, lonely, depressed people whose lives are just barely interconnected by chance and coincidence. The entire cast, including William H. Macy, Tom Cruise, Jullianne Moore, and a number of others, is simply top-notch -- yet another case of you wishing they gave Oscars for ensemble casts. P. T. Anderson's script is achingly sad and brilliantly written, and his direction is flawless. It jumps one moment from a quiet moment between two people to a frenzied tracking shot or a bam-bam-bam succession of images, one cutting to the next almost faster than you can keep track. The direction is brilliant. And yes, it's another film with a rather surprising ending (though the hints are there, peppered throughout the film -- an 82% chance of rain?), and I'll be honest -- in this case, I simply just do not understand the ending. I have a couple theories, but this is definitely a film I will need to see again. And then I'll probably see it again after that, not to better understand it, but just because it's so damn good.

It was a tight race for the #1 spot. The Hurricane is one of those rare films with which you can find a very small number of flaws -- or none at all. Never mind the fact that the screenplay takes liberties with the actual events that occurred -- that's why it says BASED on a true story, and not "taken word-for-word from courtroom transcripts." The script, which soars above and beyond many typical wrongful imprisonment stories, is written with both beauty and emotion. Denzel Washington, who was awarded a Golden Globe for his role as Rubin "Hurricane" Carter in this film, is a force to be reckoned with. There are few performances which could hope to match his in terms of passion, strength, emotion, and just plain quality, and I sorely hope he wins the Oscar for which he has been nominated. When you add to that the superb direction of Hollywood legend Norman Jewison (In The Heat of the Night, the original The Thomas Crown Affair), who gives each film he helms a unique touch -- sometimes harsh, sometimes soft, always recognizable and always brilliant -- then you've got a film that damn well should have been nominated for Best Picture, even if it would have lost to the film below. It would have been a close vote, though. A very close vote

This film is flawless. There were literally hundreds of films that were released in 1999 that I did not see, but there is no possible way any of them could even hope to compare to American Beauty. It is not only the best film of 1999, but it easily fits itself into my ever-shifting top ten of all time list. As I mentioned in my review, every single shot of this film was immaculately planned and shot -- that's the only explanation for the perfectly framed shots that almost add to the surrealism of the piece, because no film is that perfect. Neither is any cast, but Kevin Spacey, Annette Bening, Thora Birch, Mena Suvari, Wes Bentley and Chris Cooper each turn in brilliantly multi-faceted performances that help to create marvelously layered characters that make them seem so real. That is of course helped along by the knockout script, which is quite simply one of the most amazing and beautiful things I have ever beheld. But then, that's a pretty accurate description of the entire film, too. A hundred years from now, when AFI does another "100 years, 100 movies" list, count on this film being at the top of it. Count on this film being studied in film class after film class. Count on it becoming a permanent part of our popular culture, as easily and instantly recognizable as Casablanca, Citizen Kane, or The Godfather. Count on this film winning the Oscar for Best Picture of 1999, and count on Sam Mendes winning Best Director. Don't believe me? Then look closer.