It's one of the more obligatory parts of the job, this annual declaration that ten films are worthy of special

note for the year just past. The number is an arbitrary one -- there are years which deserve far more, and

those which deserve far fewer. Still, there are usually a few films each year which might have slipped

through the cracks between Hollywood marketing blitzes, and it is one of the more satisfying parts of

being a film critic that I can bring some of these films to the attention of those who might otherwise have

missed them.

1998

1) The Truman Show -- I'm convinced that, if Paramount had chosen to market The Truman Show

without revealing its central plot point, it would have been recognized as a masterpiece without

reservation. Even knowing the story behind Truman Burbank's unique existence didn't hinder my

fascination with this brilliant social satire. Andrew Niccol's marvelous script gave it a brain, but Jim

Carrey's career-turning performance gave it heart. Few films have captured American's relationship with

television as effectively, nor showed us the price we pay. Most astonishingly, it manages both a happy

ending and a final line of dialogue that's absolutely chilling. Truly the year's best melding of film art and

craft.

2) Shakespeare in Love -- No one since the Bard himself has had more fun with the English language

than Tom Stoppard...and curiously, he's used it to greatest effect while having fun with the Bard himself.

Stoppard (who also crafted Rosencrantz and Guildenstern are Dead) co-wrote this smart, effervescent

speculative romance which skewered Shakespeare's plays, oddball lit-crit theory, gender roles and -- of

all things -- Hollywood, all in the disguise of a simple love story. Joseph Fiennes made a charmingly

overwrought artist, Gwyneth Paltrow his radiant muse, and Judi Dench a scene-stealing Queen Elizabeth.

Crowd-pleasers with as much brain as heart are a rare commodity; this one had humor, passion and wit to

spare.

3) Hitman Hart: Wrestling With Shadows -- I broke with one tradition to review this film in the first

place, and I'll break with another to give it its much-deserved place of honor. The year's best

documentary happened to debut on television (the A&E network), but that doesn't diminish its

achievement one iota. Framed as a year-in-the-life of one popular professional wrestler -- Bret "The

Hitman" Hart -- Paul Jay's brilliant film managed to cover far more thematic ground than you'd expect. It's

a tale of father-son relationships, of personal integrity, of entertainment, and of the peculiar place where

the wheels of capitalism grind individuals into the dust. Part character study, part social commentary and

part thrilling sports drama, Hitman Hart kept me enthralled sitting at home on my couch, and that's even

more impressive than keeping me enthralled in a theater seat.

4) Saving Private Ryan -- It has already become a bit fashionable to wag fingers at Steven Spielberg's

World War II epic, noting that its substance doesn't quite hold up to its viscera. It's true that it lands its

hardest cinematic body blows with images of physical devastation, but I remember the psychological

devastation nearly as vividly. The human faces of war -- including Jeremy Davies' unforgettable collapse

into cowardice -- take their place with the Normandy assault in an epic deserving of the term. Ryan is a

fascinating hybrid of the old-style patriotic war film and the post-Vietnam "isn't war hell" tract. It takes a

chance on the notion that war most certainly is hell, but that sometimes it's actually worth it.

5) Out of Sight -- Like most of Universal's 1998 offerings, Out of Sight was a disappointment at the box

office; unlike most of Universal's 1998 offerings, this one didn't deserve it. Screenwriter Scott Frank, who

did a pretty good job once before of adapting Elmore Leonard for the screen (with Get Shorty), does an

even better job in this funny, sexy and sly caper. The characters have every ounce of Leonard's oddball

punch, giving several of the performers (including stars George Clooney and Jennifer Lopez) the best

roles of their film careers to date. Director Steven Soderbergh, meanwhile, finds the unpredictable love

story at the center of the film and gives it remarkable zip. Out of Sight is the cinematic equivalent of great

beach reading -- both unpredictable and effortlessly entertaining.

6) Happiness -- No sophomore slump was in evidence in writer/director Todd Solondz's bitterly funny

follow-up to Welcome to the Dollhouse. Many critics and viewers attacked Happiness as misanthropic,

nihilistic or gratuitously shocking, none of which captures the perceptive sadness at the heart of this

fascinating ensemble piece. It happens to be the story of people on a frustrating quest for happiness; the

reason that quest appears doomed is that most of them -- like most of us -- can only define happiness in

terms of things they don't have or can't have. Solondz also dared to find the tortured humanity in society's

monsters -- notably Dylan Baker's chilling turn as a pederast doctor -- which made the film even less

palatable to many. It may be hard to watch, but Happiness shows sympathy for a society lost in its

longings.

7) A Bug's Life -- John Lasseter, the brilliant director of Toy Story, steps down only half a notch for this

marvelously kinetic piece of family entertainment. A Bug's Life may have been the second of 1998's

animated insect films, but it turned out to be a hilarious triumph of visual story-telling. It also came up

with the year's single most visionary conceit -- the end-credits "blooper reel" of the computer-generated

actors -- which made an already very good film feel like the work of a genius. You could quibble with a

couple of characterizations, but it's not worth the effort. Ninety solid minutes of smiles are too precious.

8) Hurlyburly -- We've all seen other insider satires of film industry types, filled with cynicism and

self-loathing. Hurlyburly, based on David Rabe's stage play, takes all that cynicism and self-loathing and

gives it a soul. That soul belongs to the mid-level Hollywood player portrayed by Sean Penn, a man trying

to find some human connection in a place where humans don't connect too much. Penn's performance

shows him at his edgy, engrossing best, shifting between numbing himself to everyone else's numbness

and fighting against it. His journey of re-discovery anchors a film filled with sharp performances -- Meg

Ryan as a burned-out stripper, Kevin Spacey as Penn's heartless business partner -- and Rabe's

machine-gun dialogue. Though confined a bit by its stage roots, Hurlyburly delivers both energy and

unexpected optimism.

9) Beloved -- "Too long," groused some; "too dark," complained others; "too impenentrable," shrugged

many. Too bad. Though its title hardly reflected its general reception, Beloved was an unforgettable film

experience. At its center it's a ghost story, the tale of a spirit from the dead that overwhelms the lives of

the living. It was also a story of banishing those ghosts, of finding ways to move beyond the horror of a

bleak past. Director Jonathan Demme's languid pacing, the source of so many jabs at Beloved, was critical

to its atmosphere of foreboding; the look and feel of this film were part of its haunting pull. Oprah

Winfrey and Danny Glover acted as the tormented center of the story, but the supporting performers --

Thandie Newton, Beah Richards and Kimberly Elise -- were even better. Beloved was a truly literary film,

as well as the most uplifting horror film I can recall.

10) There's Something About Mary -- Peter and Bobby Farrelly found the borders of good taste, then

proceeded to trample them into oblivion in the kind of comedy Mel Brooks used to make when he still

had a sense of the outrageous. Sure, it had its slow patches. It also provided the kind of gut-level laughs

comedies just don't produce much any more. And don't underestimate the importance of Cameron Diaz's

effortless comic appeal on the success of this film -- there aren't too many women who could play an

object of obsession effectively, or pull off that rather unique hairstyle without looking stupid. Silly,

surreal (Jonathan Richman's wandering minstrel) and consistently surprising, There's Something About

Mary delivered big-time fun.