For a year that some claimed was disastrous for quality film, I was amazed to see just how much I found to like and to love in this year’s crop.

The heavy-duty list is 45 titles long. But before we get to that, there are a bunch of films that missed the list for different reasons.

Films that seem likely to have had a shot, but that I haven’t seen are Japon, Bus 174, Ten, Holes and Lilya 4-ever.

Timeliness is an issue for Alien: The Director’s Cut, Dogville, Hero, The Five Obstructions and Spellbound, whether they haven’t been released yet, made last year’s list or are a 20 year old classic with some new varnish.

The Hard Word, SWAT and Jet Lag were all fun but, in the end, just too slight for serious consideration.

Manito and Marion Bridge, mentioned in the “shoulda seen” list, have been consigned to the land of Direct-To-DVD, though both deserved better.

And now, The Runners Up:

21 Grams – The working relationship between director Alejandro Gonzalez Inarritu and screenwriter Guillermo Arriaga bears sweet fruit for a second time. There are few directors in today’s movie world who make movies that feel more like a chessboard on which great actors are moved. 21 Grams is as much strategy as a film as anything else. But the performances are pretty spectacular, from the smallest role to the biggest. Only Inarritu’s distance from the characters keeps his work from being on the very highest level. There is no question of talent or heart. When the gimmicks fall away, there will be no better dramatic director going.

28 Days Later – The return of Danny Boyle reminded us all of why he went to the top of the “hip lists” in the past. He knows how to bring the rough edges of genre together with strong portraits of quirky individuals. As much as I like this film, it comes a little short of an absolute classic, as the female lead’s role isn’t really explored completely. But the idea is better than most people think… this horror movie… this zombie movie… is really about man’s inhumanity to man, from the name of the disease – Rage – to the point where you root for the zombified soldier to kill his former compatriots in the most unpleasant ways possible.

Bad Santa – Terry Zwigoff has become one of the most unique and beautifully understated directorial voices on the scene. Every indication is that Miramax/Dimension screwed with him on this distended version of The Grinch Who Stole Christmas. But still, there is no mistaking the voice behind the scenes. I don’t know that any of us have a strong handle on this guy yet. He probably needs another couple of films under his belt. But Zwigoff seems to be bringing a misleading sense of documentary casualness to the table that makes you feel – much as some do about Sofia Coppola’s work in Lost In Translation – that it’s easy. It’s not. Oh yeah… and the movie is pretty damned funny.

Capturing The Friedmans – My first memory of this film was Laura Kim, now of Warner Indie, telling me that this was “the one” at Sundance last year. Her instincts should do Mark Gill proud. It never really became the buzz film until it won an award at the festival. I don’t think anyone saw the intense interest in Andrew Jarecki’s first doc that would soon come to pass. Jarecki follows in the footsteps of Errol Morris, Burstein/Morgan, Bailey/Barbato and Nick Broomfield in the modern era of personality documentary. He doesn’t push the outside of the envelope as some of the others have, but the use of home movies here has brought a notion of some forward movement in the doc world.

Casa de los Babys – Sayles cuts his movie too short for a change. This is one of the great cast of actresses ever put together in one film. I could spend three hours watching outtakes.

Dirty Pretty Things – This is probably #11 on my list… a great piece of genre filmmaking by Stephen Frears, one of the most underappreciated directors in the world. The mixture of a love story, an immigrant drama and a thriller was capable of turning some people off. But I adore this film. It is quite different than Mystic River, but I think it is every bit as good.

Elephant – Gus van Sant’s beautiful Rorschach test feels like a long walk down a death row corridor. His work here is art, in the most obvious and compelling way. It is a moving painting, a portrait of comfort and confusion. I still don’t really know how I feel about the movie. But I look forward to seeing it again and feeling a little differently… and then again.

Finding Nemo – It’s a great, great movie that draws you into its environment without ever signaling that the undertow is coming. She’s a beaut.

The Flower of Evil – Claude Chabrol’s lingering drama about a family facing its possibly dark past in the midst of a public political campaign is oh-so-French. But that’s not necessarily a bad thing. Suzanne Flon’s performance makes it worth the trip.

The Fog of War - Errol Morris’ latest act of genius is yet another examination of where the line is between good and bad, truth and lies. Interestingly, Morris swears (literally) that the answers are clear to him. He is not happy with the argument that his films are ambiguous. But they are. If they weren’t, they wouldn’t be interesting. I agree with him, for instance, about the ultimate pathetic mess that is Fred Leuchter’s life (the star of Mr. Death). But the ambiguity and the demands it makes of you as an audience is what makes it brilliant. Likewise, this examination of one man in the middle of one of the ugliest periods of American history. Go see this in a theater… or if you have to wait for video, set aside the entire time to watch it in one setting. After that first viewing, you can watch it in glimpses. But the symphony of Morris’ work demands your focus.

The Good Thief – Neil Jordan’s remake of Bob LeFlambeur is smart, stylish, profane and just plain fun. Nick Nolte, without an arrest record, could have been an Oscar winner for this work. You will not see a more un-PC movie But as with the best smart ass exercises, this one goes down like a great bottle of champagne.

Laurel Canyon – Perhaps the great lost movie of 2003, Frances McDormand’s best work ever somehow got lost in the sauce this spring. There was some stiffness in the relationship between Christian Bale and Kate Beckinsale that really got in the way. But it's McDormand who rules this roost and you can only sit there in bemused rapture at how real an actor can be when playing someone unreal.

Lord of the Rings: Return of the King – The powerful ending to a powerful saga. Why isn’t it in the Top Ten? I am truly awed by the accomplishment, but ultimately, my tastes go to the more intimate films. It’s one of those films that achieves so much that it’s too easy not to appreciate the breadth of it.

The Magdalene Sisters – This story of abuse and intentional deaf ears turned is sooo Peter Mullan. It has his intensity, his rage and his passion. It’s not a lot of fun, but it is a film well worth your time.

Man on the Train – One of my favorite directors, Patrice Leconte, teams up again with one of my favorite actors, Jean Rochefort, and tackles a theme that has been quite present in film lately, the person in transition who summons his/her doppelganger to help them through the questions of their own lives. Almost every time, the answer is “take stock of your life and embrace it.” But the journey is the thing. The film is paced to give you time to linger in your own thoughts and emotions.

Master & Commander – The first great battle ship procedural, Peter Weir stretches his visual muscles and dares to stay in a very small universe, risking our revolt by not going Hollywood with any of the elements. Thing is, Weir gets it all so right that there is no way we can complain.

Matchstick Men – I love this small gem from Ridley Scott and a great crew of actors. What makes us twitch? What makes us stop? Who are we conning when we con ourselves? But, it’s more fun than that, with Alison Lohman kicking ass and taking names as the 15-year-old who reminds Nic Cage of what it is to feel again.

The Matrix Reloaded – Yeah, well screw you too! The Wachowskis delivered the most complicated sci-fi actioner ever and let us tie up the loose ends for them. This thing is loaded with cool stuff. In all the hum of critics lining up to piss on this film, they seemed to notice that it was an easy target because the iconography was so clean and hit us so hard. You don’t see people making fun of Gigli by quoting sections of the film. That was a media frenzy. But being able to wring laughs out of the pretentiousness of The Architect just weeks after the film opened… well, that put the film right up there with Mary Jane’s rainy alley nipples or “I’m king of the world.” Ironically, a lot of critics decided that it was all too much work for an action flick. They were too busy trying to squeeze a reason to think that Femme Fatale was worthy of lavish praise, much less of DePalma’s talent. Sigh…

The Missing – A really fine father/daughter movie, set in the old west, with some horses and Indians. How could one movie get beat up so badly for being “too PC” and making a caricature of the Indian villain, often in the same review? This may be one of those examples of the studio selling a movie that wasn’t really the movie and critics (and others) reacting to the sell instead of the actual film. It happens far too often. I saw this movie four times on the big screen and it just got better each time. There is remarkable work here and unfortunately, it got shot down.

Mystic River – A really fine piece of mystery filmmaking with the addition of some profoundly emotional scenes for the lead characters, this is one of Eastwood’s best. In fact, I’d say it was about his third or fourth best. It is, in its way, perfect.

Open Range – A real surprise from director Kevin Costner, Open Rage has a relaxed authority that Costner seemed to be lacking in his acting choices in recent years. Let’s hope we get the best of his mature view on both sides of the camera from now on. This is just a straightforward, reality-seeking, tale of some men choosing to face evil rather than to let it pass.

Rivers & Tides – A beautiful doc that is calmly observant of the work of an artist, Andy Goldsworthy, that is not only beautiful, but emotionally profound as well in its very being. This is a very special movie experience that should be seen on a big screen.

The Rundown – I really like this action comedy buddy flick. It is part of a tough, underdone genre and the box office showed why. It’s hard to find audiences for movies that are unexpected. Chris Walken kills, literally. The Rock is a movie star. He’s got the real goods. And Peter Berg is on to his next film… he could be a really consistent double/triple hitter.

The Same River Twice – A not terribly skilled piece of documentary filmmaking that is great anyway, just for the sense of time, past and future. It’s about a group that rode the rapids together for months a couple of decades ago, the subjects of a documentary back then. Now, one of them goes back to see how everyone is doing. (That fact that he doesn’t really get everyone is one of the flaws of the film.) But it is wonderful to see how things change… and how things don’t change.

The School of Rock – Just a simple, solid love fest of a movie. Jack Black was perfect. The kids were great. Joan Cusack is a delight. Gotta love it.

The Secret Lives of Dentists – Alan Rudolph’s unseen comeback film is weird and dark and funny and quite good. You can’t go wrong with Hope Davis and Campbell Scott, but it’s better than that. This is a complicated film about the simplicity of a waning marriage.

Shattered Glass – There was some sort of spark keeping this from being a great movie. Perhaps it is that no one could make this story and treat the audience as though we didn’t know the ending. That’s not an easy way to make a movie about a liar. So the film was shifted to the “new editor” who took heat for doing the right thing. A really well made movie with a strong performance by Peter Sarsgaard.

So Close – The Asian Charlie’s Angels is really not exactly that. But it has all the spirit that they thought was coming across in McG’s mess… but wasn’t. Seeing this reminds you of why we love chop socky flicks and why they really don’t need to make any sense at all to be a great time at the movies.

Stoked: The Rise & Fall of Gator – This tale of sudden fame and equally sudden personal horror is quite the “Where Are They Now?” Gator Rogowski was a great skateboarder, but he lost his way, much like so many in the 70s did. Just when you think it’s a romp, it’s a stomp.

Swimming Pool – Another summoned doppelganger film, Ozon gives male audiences two very profound reasons to put up with being dragged to a foreign language film. But seriously folks… the tale of a lost soul finding herself stands as the middle movie between the youth of Lost In Translation and the old age of The Man On The Train.

Sylvia – I’m not sure why this was so dismissed, but I thought Christine Jeffs showed some real talent in building her box within a box within a box, telling the story of a glorious life slated for despair, unhappiness and death. Gwyneth Paltrow does fine work here and her mom, Blythe Danner, gets to steal the show in a scene with Daniel Craig. It’s never fun to watch someone in a death spiral, but there is an interesting movie here.

The Texas Chainsaw Massacre – It was so good that it beat Roger Ebert into a zero star review. I understand why Roger despised the film. But if you like a good thrill and you aren’t obsessed with what came before, this death machine is nearly perfect.

Thirteen – There is something kind of amateur hour-y about this film, yet the raw relentlessness of these two girls, and ultimately one of their mothers, becomes an experience that puts you in touch with all the anxiety of trying to grow up… at any age. Holly Hunter is sensational as a lonely woman facing the inevitability of the tiny sliver of security she has being eaten away by her daughter’s desperate stabs at maturity.

The Triplets of Belleville – The other great animated film of 2003, Sylvain Chomet out-Disneys Disney, fixing classic animation with modern minimalism with practically silent storytelling in a way that goes beyond any normal effort at description. It’s a dose of on-screen Ritalin that should be taken by both man and child.

The Best 10

Monday - December 29 - The Movies You Didn't See, But Should Have
Tuesday, December 30 - The Ten Worst Films Of 2002
Wednesday, December 31 - The Best Films Of 2002
Thursday, January 1 – New Year’s Resolutions
Thursday, January 1 – @MCN – 20 Weeks To Oscar, 9 Weeks To Go
Monday, January 5 – THB Returns To The Daily Schedule

MCN will be updated daily through the holidays.