January 17, 2000
Web posted at: 12:46 p.m. EST (1746 GMT)

By Reviewer Paul Tatara

(CNN) -- The 20th century certainly featured stronger years for movies than 1999. About 82 of them, by my estimate. But a handful of films rose above the commercial sludge this time around. Here are the 10 I enjoyed the most, movies that managed to entertain while giving us something more substantial to ponder than George Lucas' misguided motivations behind Jar Jar Binks. I should also point out that three of my picks are -- Yikes! -- rated G. Go figure.

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1. "Boys Don't Cry"
Directed by Kimberly Peirce. Starring Hilary Swank and Chloe Sevigney. Rated R. 114 minutes.

Easily the hardest-hitting movie of the year, "Boys Don't Cry" tells the true story of Teena Brandon, a young woman who follows her sexual self-image by misrepresenting her outward identity. Teena cuts her hair, bandages down her breasts, dons a flannel shirt, and begins living her life as a man named Brandon Teena. That she eventually pays for the deception with her life is only part of the story.

Peirce and her remarkable lead performer, Hilary Swank, reveal the visceral thrill that Teena gets when she's finally able to experience life in the manner that she sees fit. The complexity of the narrative lies in your misgivings toward the deception. You're delighted that this charismatic woman has found a new sense of freedom, but often question the approach she takes to pulling it off. It's not hard to see major trouble on the horizon, even as you're marveling at Teena's reckless courage. When that trouble finally comes -- and its exceptionally brutal -- the effect is devastating.

Peirce tells the story without drawing unnecessary attention to herself; her camera work is withdrawn and very effective. She obviously knows what she's got in Swank, who gives a richly textured, powerhouse performance. In fact, it's the single best piece of acting in years, a fragile, almost majestic feat of guts and understanding. If she doesn't win the Oscar, they should shut down Hollywood. And they should consider closing shop even if she does win.

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2. "The Iron Giant"
Directed by Brad Bird. Featuring the voices of Eli Marienthal, Harry Connick Jr. and Jennifer Aniston. Rated G. 86 minutes.

Loosely based on Ted Hughes' popular children's poem of the same name, "The Iron Giant" was criminally under-watched by the American public. The sweet, smart, often hilarious story of a young boy who befriends a 50-foot-tall, metal-munching robot, "The Iron Giant" stands as one of the two or three best animated films of the past decade. And you don't have to be a child to enjoy it.

Bird's mix of conventional animation and subtle computer graphics creates glorious landscapes that look like updated versions of Max Fleischer's Superman cartoons from the 1940s. The Giant himself is a wonderful character, a perplexed puppy dog of a behemoth whose tenderness belies his hidden mission as a weapon of destruction. The anti-violence message is timely indeed. And the humor -- which centers on the skewering of Cold War mass hysteria -- has an amazing amount of bite for what's presented as a children's story.

You'll laugh, you'll cry, you'll have to know about things that happened more than six years ago to get a lot of the jokes. No wonder people weren't interested.

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3. "Three Kings"
Directed by David O. Russell. Starring George Clooney, Mark Wahlberg, Ice Cube and Spike Jonze. Rated R. 125 minutes.

A provocative, visually audacious satire, "Three Kings" wanders a bit after its first hour. But it's a brash, altogether spectacular first hour. Four Gulf War soldiers, basking in the quick "resolution" of the skirmish, attempt to make off with millions of dollars in stolen Iraqi gold as a sort of going-away present. Their plans change, however, when they hesitantly surrender to their sense of morality. Innocent civilians are being executed by Saddam's troops, so the soldiers set about escorting a group of them to the refuge of the Iranian border.

Russell cross-pollinates the 1970 Clint Eastwood picture "Kelly's Heroes" with a magic mushroom photographic technique, then proceeds to take opinionated jabs at the Bush administration's inadequate postwar policies. He has conviction as well as vision, something that's been mostly missing from commercial cinema for years.

The movie is loaded with action-packed surprises and great dialogue, and the tumbling imagery is often electrifying. Clooney is on the verge of becoming a classic movie star. He's already the most effortlessly charismatic male lead in the business, and that's half the battle. If not for the less-inventive second half, I would have listed this as the top film of the year.

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4. "Toy Story 2"
Directed by John Lasseter. Featuring the voices of Tom Hanks, Tim Allen, Joan Cusack and Kelsey Grammer. Rated G. 85 minutes.

What could have been a high-octane case of "more of the same" turns out to be more of the same, only better. Pixar and Disney have once again produced an animated classic with "Toy Story 2." Hanks and Allen supply the voices of Woody the Cowboy and astronaut Buzz Lightyear, the protectors of a group of toys who instinctively understand that little guys have to stick together if they hope to survive. Their concern for each other maintains character focus when things start to get wild. And there are moments when it's as wild as anything you've ever seen.

Pixar's computer animators never let the flash of their dazzling new technology overwhelm the story's underlying emotional current. Some of the sequences -- especially the opening salvo, in which Buzz heroically battles a team of angry space aliens -- are as thrilling as any expensively dim-witted action movie. But multiple visual jokes within a single frame, and the characters' shaded reactions to what's going on, generate a vibe that's more akin to a hugely labor-intensive episode of "The Simpsons."

Between this, "The Iron Giant," and Disney's weaker (but still entertaining) "Tarzan," 1999 was a pretty good year for the kiddies. Factor in that a benevolent R rating kept them from seeing "End of Days," and you've got something approaching a watershed moment.

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5. "Mr. Death: The Rise and Fall of Fred A. Leuchter Jr."
Directed by Errol Morris. Rated R. 96 minutes.

Morris has virtually invented a new genre: the "Errol Morris movie." His films are documentaries infused with challenging existential contemplations that have an almost dreamlike resonance. You feel as if alarming pieces of information are being transmitted to you from out of the vapor. Fred A. Leuchter Jr. is a renowned expert in the execution of death row inmates. Through Morris' unflinching lens, Leuchter's fascination with the mechanics of legally sending folks to the great beyond seems pretty darn suspicious, like morbid fascination disguised as decency. But it turns out that ego is the real factor in Leuchter's chosen vocation.

About halfway through the film, Morris segues into Mr. Death's real claim to fame. Videotapes show Leuchter secretly entering a gas chamber at Auschwitz, where he desecrates the memory of Hitler's victims by chipping away at the concrete wall with a pick. He then has the pieces improperly analyzed to "prove" that the Holocaust is a sham, that no one was ever put to death in the camps. Leuchter quickly becomes the darling of white supremacists around the country, making cockamamie speeches that sound just super if you're blinded by self-righteous hatred and aren't preoccupied with niggling concerns like the truth.

Morris is concerned with the truth, but he creates a shifting swirl of emotions before unveiling it. He's a daring, uniquely gifted filmmaker. "Mr. Death" is just another in his string of startling, inimitable movies.

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6. "The Straight Story"
Directed by David Lynch. Starring Richard Farnsworth and Sissy Spacek. Rated G. 118 minutes.

Who knows what caused it, but David Lynch suddenly ascended from the dung heap of pretentiousness in 1999. "The Straight Story," a compassionate examination of one old man's fading memories, unexpectedly reverses the director's snowballing tendency toward self-consciously depraved nonsense. Richard Farnsworth delivers an enormously moving performance as Alvin Straight, a real-life Wisconsin man who drove his riding lawnmower 350 miles to reconcile with his estranged, stroke-victim brother.

Lynch doesn't completely forsake his trademark eccentricities. The movie creeps along just a bit faster than the mower does, and a couple of dialogue sequences take place about 70 yards away from the camera. But this is a consistently humanistic film. One superb scene, in which Straight and a fellow World War II veteran mournfully recount their memories of long-ago combat, contains more true heart than an entire week of "Runaway Bride" showings. Could it be that our little David is growing up? Or is "Runaway Bride" just that awful? I'm guessing both.

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7. "Buena Vista Social Club"
Directed by Wim Wenders. Not rated. 101 minutes.

Virtually a musical companion piece to "The Straight Story," "Buena Vista Social Club" celebrates the possibility of personal reinvention at an age when most people are permanently retiring to their recliners. Wenders follows slide-guitarist Ry Cooder to Fidel Castro's economically depressed Cuba, where the aging local musicians who recorded his popular "Buena Vista Social Club" album reconvene for another session.

The music is magnificent, and it's delightful to see the performers' radiant smiles as they bring it to life. But the meat of the film is composed of their personal stories, many of which are brimming with sadness, revelry and outright bravery.

If ever there was a filmed celebration of the creative impulse, this is it. The sight of these men and women marveling at New York City's fast-paced sparkle before they make an appearance at Carnegie Hall is enough to bring you to tears. It's a lovely, poignant denouement to a heartfelt collaboration that transcends politics and age. Wenders supplies conclusive evidence that real world music consists mostly of the human heartbeat.

8. "American Beauty"
Directed by Sam Mendes. Starring Kevin Spacey and Annette Bening. Rated R. 118 minutes.

Hardly as overwhelming as some people would like to believe -- and pretty contrived in the long run -- "American Beauty" is a tantalizing return to the hard-hitting, sardonic studio pictures of the 1970s. Think "Five Easy Pieces" (1970) coupled with an especially racy episode of "Make Room for Daddy."

Everybody from Frank Zappa to David Lynch has pondered the deceptively benign horrors of suburbia over the years; it's not like Mendes and screenwriter Alan Ball have discovered some rich, untapped vein of disillusionment. They are, however, pointing their telescope in the right direction, and both Spacey and Bening give memorable performances. Spacey's sublime, from-the-grave voiceover at the end of the movie is easily Ball's finest piece of writing; the closeted ex-Marine across the street his most ineffective.

John Cheever handled this stuff much more gracefully a couple of decades earlier, but he didn't feature really great weed and Lolita-style cheerleaders. Those elements are probably what turned this ambitious little movie into high art for the masses. People who normally couldn't be bothered to judge a film beyond "it sucked" or "it rocked" were suddenly shouting "masterpiece." "American Beauty" is thought-provoking, though not a double-barreled cultural zap-gun. One day, Mendes could turn out to be the director that everybody already thinks he is.

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9. "The Insider"
Directed by Michael Mann. Starring Al Pacino, Russell Crowe and Christopher Plummer. 155 minutes. Rated R.

Rather long-winded and sometimes too slow, "The Insider" is a lesser companion piece to Alan Pakula's classic paranoid thrillers, "The Parallax View" (1974) and "All the President's Men" (1976). Based on the story of Jeffrey Wigand (nicely underplayed by Crowe), who blew the whistle on big tobacco for altering chemical substances in cigarettes to make them more addictive, the real-life plot piles outrage upon outrage until you're ready to clock somebody.

Pacino plays Lowell Bergman, the "60 Minutes" producer who stands by Wigand, even when CBS backs away from the story due to fears of a possibly crippling lawsuit. This is the political flip-side of "American Beauty," yet another reminder that America may be the land of the free, but only if you pretend to be free while playing by unspoken rules. Mann paints a dark, unsparing picture of how corporate influence can casually ruin lives, his indignation visually offset by outstanding, icy-cool imagery. And Pacino is great, as intensely focused as he is caterwauling in "Any Given Sunday." See it with an industrialist, then force him to smoke a pack of non-filter Camels.

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10. "My Son the Fanatic"
Directed by Udayan Prasad. Starring Om Puri and Rachel Griffiths. Rated R. 87 minutes.

A clever twist on the usual generation gap picture, "My Son the Fanatic" is the story of Parvez (Puri), a lonely London cab driver whose son rejects his father by entering into Muslim fanaticism. In his depression, the cabbie turns to one of his regular fares, a prostitute played by Griffiths. An awkward romance soon blooms ... even though Parvez has a wife at home.

There are really two stories here, and both of them are handled beautifully. The movie works because Prasad slowly draws the various threads together until there's an all-inclusive emotional payoff. The son's fanatical friends, who eventually start crowding Parvez out of his own home, don't come off very well. But the story is told through the cabbie's eyes. Every person in his life is yanking the carpet out from under him, and he has no hope of defending himself outside of drowning his sorrows in booze and playing vibrant Louis Armstrong records from the 1920s. Puri and Griffiths are the least likely romantic couple of the year, unless you count Michael Douglas and Catherine Zeta-Jones.

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Honorable mention: About 12 minutes of "The Blair Witch Project."
Directed by Daniel Myrick and Eduardo Sanchez. Starring Heather Donahue, Joshua Leonard and Michael C. Williams.

I considerably overstated the case in my original review of this film when estimating that it contained 30 minutes of distinctively terrifying footage. Upon further viewing (with a clock nearby), I've been forced to lower the percentage. Regardless, the remaining footage is more of a primer on how to have dead-end arguments in the woods than it is an actual narrative.

Myrick and Sanchez may well be the first filmmakers in history to land a deal at a major studio before displaying that they know how to write a proper story, direct actors, edit for effect, or frame a decent shot. I'm not saying that they can't. They just haven't gotten around to it yet. And here comes the prequel.