1. 'TALK TO HER' -- From the exquisite Pina Bausch dances that enclose its story to the gloriously perverse black and white silent film at its center, Pedro Almodóvar's radiant melodrama is an elegant, moving meditation on desire, grief, and the power of art. He takes a story that might have suited the madcap, provocative style of his early comedies and infuses it with brightly colored melancholy and a sense of wise, limitless compassion.

2. 'THE FAST RUNNER (ATANARJUAT)' -- It's not often that movie audiences are privileged to witness the heroic birth of a new national cinema, and Zacharias Kunuk's adaptation of an Inuit folk epic -- the first-ever Inuktikut-language feature film -- is astonishing in its sweep, power and complexity.

3. 'ADAPTATION' -- The latest collaboration between the screenwriter Charlie Kaufman and the director Spike Jonze (''Being John Malkovich'') is a tour de force of creative neurosis and philosophical speculation -- a metaphysical nervous breakdown on film. Nicolas Cage, playing both Mr. Kaufman and his alleged twin brother, Donald, manages to be antic, repellent and surprisingly lovable. Meryl Streep, as the New Yorker writer Susan Orlean (on whose book the movie both is and is not based) and Chris Cooper, as the Florida flower-poacher who becomes her journalistic obsession, are equally terrific.

4. 'FAR FROM HEAVEN' -- Todd Haynes's sumptuous weepie is a dazzling evocation of a bygone era, and an all-but-obsolete style of moviemaking. Thanks in no small part to forceful and nuanced performances (by Dennis Quaid, Dennis Haysbert, Patricia Clarkson and above all Julianne Moore), it is also a powerful exploration of forbidden emotions and the streamlined social machinery devoted to repressing them.

5. 'THE PIANIST' -- Roman Polanski, who endured the Nazi occupation of Poland as a child, tells this survivor's tale with ruthless objectivity and a bracing sense of the absurd. Playing Wladyslaw Szpilman, a Jewish concert pianist who managed to live through the hell of the Warsaw ghetto, Adrien Brody shows a dashing, confident man of culture nearly robbed not only of his life, but of his humanity.

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6. 'SPIRITED AWAY' -- The great Japanese animator Hayao Miyazaki has a feel for the scary magic of fairy tales that the purveyors of American kid culture have almost entirely lost. This story of a 10-year-old girl's adventures among the ghosts and monsters who inhabit an abandoned theme park may call to mind Lewis Carroll or ''The Wizard of Oz,'' but its painterly colors and hallucinatory inventiveness ultimately defy all comparison.

7. 'STORYTELLING' -- In two asymmetrical, self-contained vignettes, the master satirist Todd Solondz pokes at our squishy, unexamined pieties and tweaks our cherished self-delusions, aware all the while that he is also probing the ethical quicksand beneath his own feet.

8. 'GANGS OF NEW YORK' -- Martin Scorsese's long-awaited, violent saga of 19th-century Manhattan has its flaws -- a revenge plot that feels a little stale, an unfortunate indifference to the experiences of women -- but in the end these are overwhelmed by the grandeur and thoroughness of its vision of the past, which is not just a matter of meticulous detail, but of a feel for the force and meaning of historical change.

9. 'LOVELY AND AMAZING' -- Nicole Holofcener's razor-sharp comedy is a bracing investigation of sibling cruelty, intrafamilial racism, body image and sexual anxiety. Brenda Blethyn and Catherine Keener are superb as the breezy, steely matriarch and her hostile, self-defeating eldest daughter, but the heart of the movie belongs to the fearless Emily Mortimer and to Raven Goodwin, who play the more vulnerable, but also more resilient, younger sisters.

10. 'PUNCH-DRUNK LOVE' -- The first -- and, in all probability, the last -- Adam Sandler art film, Paul Thomas Anderson's oddball romantic comedy has a dizzy, intoxicating sweetness. It plays out like a pixilated musical -- hectic, intermittently nonsensical and finally irresistible.

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