By JOSHUA TANZER and DAVID N. BUTTERWORTH
Offoffoff.com

1. The Slaughter Rule (unreleased) The perfect example of how a low-budget independent can have more impact than most star-driven Hollywood blockbusters — by telling a small story that feels original and different because it comes from a corner of human existence where nobody was looking before. In this case, it's a story about six-man football in rural Montana — and before you decide you're not interested in that, know that it's not a "football movie" about who wins the big game, it's a people movie about complex human relationships, masculinity, love and brutality at the edge of America. Actor David Morse is brilliant to the point of frightening. Look for this movie in selected cities in early 2003. (New Directors, New Films festival) 2. Punch-Drunk Love The best surprise about "Punch-Drunk Love" is that Adam Sandler is not ADAM SANDLER — he doesn't mug or rant or yuk it up. He plays his character down the middle, giving him room to be his unpredictable self — alternately funny, odd, pathetic and dangerous. Paul Thomas Anderson's filmmaking is also unpredictable at every turn, defying expectations without ever having to announce its own quirkiness. 3. Waydowntown (Canadian) This Canadian black comedy didn't stick around long in theaters but it's a workplace satire subtler and sharper-witted than "Office Space" or "Clockwatchers." Four young cubicle dwellers who live, work, eat and fool around under cover of Calgary's mall-like downtown make a bet about which one can go the longest without ever setting foot outside. Their creeping insanity is a mirror of the life all of us take for granted in office parks and shopping malls everywhere. 4. Read My Lips (French) Starts as the kind of hyperreal cinema-verite workplace drama that the French have been specializing in in recent years, with the added complication that the heroine is deaf. Turns into an exciting thriller with obvious references to Hitchcock, with the added complication that the heroine is deaf. Terrific. 5. Scotland, PA You don't have to even know you're being told the "Macbeth" story set in a 1970s fast-food restaurant to enjoy "Scotland, PA" — but it doesn't hurt. Shakespeare's tragedy is reinvented as a contemporary comedy that works beautifully on its own terms. (Though admittedly my colleague David didn't think so.) Among the many clever '70s-nostalgia touches, Christopher Walken is terrific as a "Columbo"-like Macduff, and the leads James LeGros and Maura Tierney are excellent too. 6. The Pinochet Case (Chilean) Alongside the same filmmaker's documentaries "The Battle of Chile" and "Chile, Obstinate Memory," this film completes the history of the 1973 Chilean coup and its aftermath. Following the efforts to bring dictator Augusto Pinochet to justice, the film gives voice to surviving torture victims who had never told their stories up to now, and gives glimpses of the official culture that puts the nominally democratic governments of the West in bed with vicious dictators. 7. Justifiable Homicide Filmmakers Jon Osman and Jonathan Stack follow the story of a triple shooting by police in the Bronx, officially ruled a justifiable homicide despite considerable evidence to the contrary, and the subsequent founding of Parents Against Police Brutality. A must for anybody who's forgotten how the NYPD earned its pre-9/11 reputation and why a lot of people hated Rudy Giuliani before he was anointed a national hero. 8. Late Marriage (Israeli) It would be hard to recommend a film with a plot this slim — the same old story about the boy with the secret love affair that his controlling family forbids — if not for a couple of outstanding ingredients. Number one, a sex scene that must last half an hour and leaves you saying, wow, yeah, that's exactly what it's like. The actors are neither posing nor concealing. It just feels like life, not a movie. And number two, I left the theater just plain mad at the characters. All of them, the bastards. It's in some ways the feel-bad movie of the year, but it definitely touches some nerves too. Give it credit for that. 9. Comeuppance (Hong Kong, unreleased) It's the mafia movie for people like me who hate mafia movies. Somebody's mysteriously bumping off the most untouchable mob bosses in Hong Kong and the police are having trouble figuring out who — in fact, they're not sure they want it to stop. A little genre-required gore and machismo go a long way in this dark comedy. 10. 25th Hour Spike Lee revisits the question of doing the right thing with the story of a drug dealer's last day of freedom and what he's learned from life so far. Sept. 11 is a presence in the movie, but I think that's because it was a presence in the life of New York at the time, not because there's a definitive statement on the subject here. Except this: The trademark Spike Lee digression in which Edward Norton rants, "Fuck the Korean shopkeepers. . . . Fuck the NYPD. . . . Fuck the Dominicans. . . . Fuck the uptown brothers. . . . " begins to sound like its opposite — a big love letter to the city, like a backhanded version of Woody Allen's paean to Manhattan in "Manhattan." Honorary member: The Isle This Korean film was on my list last year when it appeared in the "When Korean Film Attacks" festival and landed me Page Six as the queasy critic who passed out at a press screening. It enjoyed an extended run this spring and summer, and deservedly so because it's a stomach-churningly beautiful film. Late addition: Talk To Her. More honorable mentions: Kissing Jessica Stein, Y Tu Mama Tambien, Insomnia, All About Lily Chou-Chou, Dinner Rush, The Sunshine State, Devils on the Doorstep. Worst films: Yugoslavia, the Avoidable War, followed by Star Wars Episode II: Attack of the Clones, Pumpkin. Most overrated: Far From Heaven As one of the only two critics in America not fawning over "Far From Heaven" (the other being David, below) I feel compelled to comment that it is just not a very good movie. A shallowly written melodrama with caricatures instead of characters, it feels about as real as a Nancy Drew mystery. Dennis Quaid, in particular, is given nothing to do but look dour and anguished — and that just reflects the fact that the movie is not truly about his character's struggle as a 1950s gay husband. (I wouldn't mind seeing that movie, actually, if somebody made it for real.) So what is it about? It's a movie about nostalgia, fabulous outfits and interior decoration, which skims the no-longer-so-dangerous issues of anti-gay and racial discrimination to give itself a patina of social significance that it hasn't really earned. Also overrated: Real Women Have Curves, Thirteen Conversations About One Thing.

(In alphabetical order.) About a Boy Nick ("High Fidelity") Hornby's acerbic, best selling novel is lovingly and articulately brought to the screen by screenwriters Peter Hedges ("What's Eating Gilbert Grape") and the brothers Weitz (who also direct). In a role he wasn't exactly born to play, Hugh Grant is staggeringly good as a narcissistic 30-something do-nothing who cruises single-parent support groups looking for chicks until he meets his match in 12-year-old Marcus (Nicholas Hoult), the misfit son of one such emotionally vulnerable woman (the ever dependable Toni Collette). "About a Boy" is an irresistible coming-of-age story that convincingly mixes wit with substance. As for Grant himself, it's simply the best work he's ever committed to celluloid. Bowling for Columbine Incendiary filmmaker Michael Moore ("Roger & Me") is at it again in "Bowling for Columbine," an arch, humorous, and altogether scary look at American gun culture. Taking the Littleton, Colorado high school tragedy as his catalyst, the cuddly, disheveled Moore interviews Columbine survivors, prominent officials, and celebrities (among them Marilyn Manson, Matt Stone, and National Rifle Association president Charlton Heston) and blends these commentaries with a deft mix of archive footage, media coverage, "South Park"-inspired animation, and his own inimitable, confrontational style (K-Mart stopped selling ammunition in their stores as a direct result of Moore's attempts to return some bullets still embedded in a pair of Littleton teens!). "Bowling for Columbine" — a documentary which forces you to think even if you'd prefer not to — isn't always pretty, but it's never less than disarming. Insomnia Hilary Swank ("Boys Don't Cry") is a principal among men in "Insomnia," Christopher Nolan's straightforward (compared to last year's "Memento" that is) yet beautifully acted, edited, and photographed film based upon a 1997 Norwegian thriller. "Insomnia" also stars Al Pacino as an L.A. detective who journeys to Nightmute, Alaska to solve a local murder of a young girl and Robin Williams as lead suspect Walter Finch, a Nightmute novelist who was one of the last people to see the girl alive. The spectacular Alaskan scenery, with its mile-high pine trees, encroaching glaciers smooth as glass, and the desolate, rain-swept streets of Nightmute, is awe-inspiring, but so too is Swank as rookie cop Ellie Burr. The Kid Stays in the Picture A captivating documentary about movie mogul Robert Evans — "Rosemary's Baby," "Love Story," "The Godfather," etc. Producers Brett Morgen and Nanette Burstein chronicle Evans's rise (and subsequent fall, including a failed marriage to actress Ali MacGraw, a cocaine bust, and rumored ties to a "'Cotton Club" murder) through a variety of effective techniques, including the use of 3D cutouts, computer animation, archive photographs, newsreel footage, and a smoky voiceover from Evans himself. It's a motion picture of which the film's subject should be eminently proud, an entertaining, slickly produced, and eminently satisfying biopic. Lucia Y El Sexo (Sex and Lucia) (Spanish) Call it "Y Tu Mamá También" lite, but "Sex and Lucía" was the year's other sexy foreign road movie . . . and a fascinating one at that! Spanish director Julio Medem's narratively challenging film (culled, apparently, from two separate shooting scripts) starts at the end, almost, and tells the bulk of its story through flashbacks coming back upwards through the middle and then dropping, like a stone, into a hole at the end (to start all over again?). Medem shoots most of the Mediterranean island scenes (and the very naked Paz Vega, who turns in a brave and controlled performance as the eponymous Lucía, seeking out life's meaning after her boyfriend appears to have been killed in an automobile accident) in this white hot bleached-out digital style that brings his picture to life, arousing the senses — and the imagination — in the process. Le Pacte des Loups (Brotherhood of the Wolf) OK, so it's not exactly Art (although sometimes it aspires to be) but in terms of sheer escapist fare "Brotherhood of the Wolf" was probably The most fun I've spent in a movie theater this year (in that Saturday morning serial/comic book tradition that out muscles Spidey, Bond — even Indiana Jones!). Bloody, busty, and just plain bizarre, "Brotherhood of the Wolf" features Samuel Le Bihan as naturalist/philosopher cum beastmaster Grégoire de Fronsac, the strikingly handsome Mark Decascos as his mysterious Iroquois shaman Mani, and Vincent Cassel ("Birthday Girl") as the bitter, one-armed Jean-François de Morangias, all out to slay the mystical Beast of Gévaudan that's been tearing hapless French peasants limb from limb. "Brotherhood'" is an extravagant — and unashamed — crossover hit, part period piece, part werewolf movie, part martial arts actioner, and even though the telltale beast, when it finally does appear, is a dud, this highly entertaining (if gory) romp is anything but. File under O (for over-the-top). Punch-Drunk Love Adam Sandler starring in the best film of 2002!? Who'd have thunk it. Few filmmakers challenge, surprise, and excite us quite like P.T. Anderson but the writer/director of "Magnolia" and "Boogie Nights" does it again with "Punch-Drunk Love," a brilliantly twisted romantic comedy in which a slightly dim-witted novelty toilet plunger salesman (Sandler) falls for wide-eyed Emily Watson. No frogs this time, just a phone-sex ring, a harmonium, and enough Healthy Choice pudding snack coupons to earn this fabulous film the byline of "frequent flyer." Simply put, it's a knockout! Roger Dodger An electrifying film debut from writer/director Dylan Kidd, "Roger Dodger" features Campbell Scott ("Big Night") as a suave, witty, smooth-talking ladykiller who takes his 16-year-old nephew Nick under his wing one night in order to show him the tricks of his trade. Kidd's film is claustrophobic and crafty; Scott is razor sharp and remarkable. But hats off too to Jesse Eisenberg (as Nick), Isabella Rossellini (as Roger's boss Joyce), plus Jennifer Beals and Elizabeth Berkley as a pair of nightclub patrons who find themselves on the receiving end of some of Roger's tantalizingly outrageous come-ons. Talky and terrific. Spirited Away As conceived by the great Japanese animator Hayao Miyazaki ("Princess Mononoke"), "Spirited Away" is an incomparable blend of solid storytelling and endlessly imaginative visuals. Known as the Japanese Walt Disney, Miyazaki reminds us constantly that we're not in Hollywood anymore — his film has elements that surprise and amuse at every turn, images that are consistently fresh and original. There's depth and complexity to Miyazaki's tale: it's artful and courageous, haunting and evocative — a breathtakingly magical animated fable that truly lifts your spirits and carries you away to a world far beyond your wildest imagination. Y Tu Mama Tambien (Mexican) "Y Tu Mamá También" proves that Alfonso Cuarón's delightful "A Little Princess" (one of my top films of 1995) was no fluke. It's a dynamic — and dynamite — coming-of-age road movie filled with laughter, charm, eroticism, self-discovery, sadness, juvenile high jinks . . . and is one of the most honest depictions of youth, of adolescence approaching adulthood, to have come out of Mexico (or any other country for that matter!). Cuaron's film excites from the first frame to the last but what makes "Y Tu Mamá También" so rewarding is its complexity — the depth of its political convictions, the lush cinematography, the attention to detail, the cleverness of the writing, the boldness of the sex scenes, and the inventiveness of its narration. Starring Diego Luna and "Amores Perros"?s Gael Garcia Bernal as a pair of libidinous teens and the outstanding Maribel Verdu as the sexy distant cousin ten years their senior who teaches them to be men. Honorable mention: Wendigo. Dishonorable mention: 13th Child.