Film.

John Waters

1. Irreversible (Gaspar Noe) The art shocker of the year is also the year's best. Put on the horrifying sound track CD (there is one), take a roofie, and remember this amazing journey into rape and, yes ... intimacy.

2. Dog Days (Ulrich Seidl) Runner-up. The most humiliating film ever made (for both actors and audience). Astonishingly hateful and original. Vienna never looked so depressing.

3. The Son (Jean-Pierre Dardenne and Luc Dardenne) Lead actor Olivier Gourmet won the best-actor award at Cannes for this performance, despite the fact that he's filmed almost entirely from the back of the head. If this isn't art, what is?

4. Blind Spot: Hitler's Secretary (Andre Heller and Othmar Schmiderer) Very Paul Morrissey. Very Andy Warhol's Hitler's Kelly Girl. Chillingly simple.

5. Medea (Lars von Trier) I kiss the ground of New York's Screening Room for booking this beautifully muddy, 1988 shot-on-video masterpiece when it finally got a theatrical release this year.

6. Swimming Pool (Francois Ozon) Sexual compulsion, a semi-erect "Hollywood loaf," and the most amazingly naked performance of the year (Ludivine Sagnier).

7. Cet Amour-la (Josee Dayan) Jeanne Moreau is Marguerite Duras--and as much fun as Faye Dunaway in Mommie Dearest.

8. Ken Park (Larry Clark and Edward Lachman) Leave It to Beaver goes hard-core. Bravo! Clark's the only director who consistently makes the New York Times rise to his bait.

9. Anything Else (Woody Allen) The critics are full of it! Woody is still smart and funny, and nobody does a medium master shot better. Christina Ricci is the perfect Woody Allen leading lady.

10. Friday Night (Claire Denis) The most provocative traffic jam since Fellini's 8 1/2. So slow. So infuriating. So sexy.

Amy Taubin

1. K Street (Steven Soderbergh) Turning DC into an analogue of Warhol's Factory, Soderbergh's ten-part HBO series proves that fact and fiction are inoperable categories and performance the only reality.

2. Elephant (Gus Van Sant) An achingly beautiful meditation on the Columbine massacre. As disassociated as an anxiety dream and elusive as the horror it references.

3. Play Dead; Real Time (Douglas (Gordon) Flanked in memory by Chris Marker's pachyderm tribute Slon-Tango and the monumental Serras that have graced the same space, Gordon's site-specific video installation at Gagosian had a ghostly weight.

4. Love and Diane (Jennifer Dworkin) An intimate, unruly portrait of a mother/daughter relationship and three generations of a black Brooklyn family struggling with poverty and a Byzantine welfare system. Dworkin's documentary may sound familiar, but it's in a league of its own.

5. Bus 174 (Jose Padilha) One of the rare documentaries that depicts both micro and macro, Bus 174 turns live TV coverage of a hostage standoff that transfixed Brazil into an indictment of a dysfunctional social system.

6. Star Spangled to Death (Ken Jacobs) Forty-six years in the malting and nearly seven hours long, Jacobs's obdurate, anguished cacophony of personal, political, and movie history is punishing but too grave to ignore.

7. Seaside (Julie Lopes-Curval) The bittersweet tonalities and antimelodramatic structure of this bountiful French first feature suggest Chekhov by the shore.

8. Camp (Todd Graft) Graft's belief in the redemptive power of performance and his smarts about adolescent romance make this dime-store Fame a joy.

9. Crimson Gold (Jafar Panahi) The Iranian's Fassbinder-like depiction of class resentment focuses on a Tehran pizza-delivery man, made memorable by the lumbering Hossain Emadeddin.

10. Distant (Nuri Bilge Ceylan) Self-imposed loneliness and the difficulty men have connecting emotionally is the terrain of this subtle Turkish film.

Geoffrey O'Brien

1. Mystic River (Clint Eastwood) Dennis Lehane's dense and tragic saga is pared down and filmed with unerring tone and timing.

2. The Flower of Evil (Claude Chabrol) Chabrol's fiftieth, recombining favorite elements of family corruption and perverse longing, is steeped in his rapt pattern-making genius.

3. The Fog of War (Errol Morris) This feature-length portrait of Robert S. MacNamara--all the more devastating for avoiding a polemical approach--is like an overview of twentieth-century warfare as seen from the control booth. Mournful and terrifying.

4. To Be and To Have (Nicolas Philibert) A beautifully exact movie about early childhood education that's fresh enough to make you want to learn the alphabet again for the first time.

5. Chihwaseon (Im Kwon-taek) A nineteenth-century Korean artist's life told as a skein of gaudy fragments. Best shot: the painter buried under his rejected sketches.

6. The Man Without a Past (Aki Kaurismaki) Finland, degree zero: a comedy about soup kitchens, rock 'n' roll, and other matters.

7. Lost in Translation (Sofia Coppola) Sonata for two oddly matched people and a gigantic hotel: The spaces are elegantly deployed, and Bill Murray was never better.

8. Elephant (Gus Van Sant) The hours before the Columbine massacre rendered as lyrical abstraction; when the shooting starts, however, the effect is oddly numbing.

9. PTU (Johnnie To) Tumultuous Hong Kong allnighter, grippingly shot.

10. Kill Bill, Vol. 1 (Quentin Tarantino) The '70s grind house that is Tarantino's mind puts on a mesmerizingly stylized wall-to-wall retrospective of its past hits, spotlighting woman-on-woman martial arts action.

James Quandt

1. Blissfully Yours (Apichatpong Weerasethakul) Rapturous Thai long-take languor; the copious sex and strangeness camouflage the film's political intent.

2. Come and Go (Joao Cesar Monteiro) The Portuguese master's serenely scabrous requiem, a three-hour relinquishing of the world.

3. Distant (Nuri Bilge Ceylan) Adrift and bereft in Istanbul's snowy gloaming; the insistent homages are to Tarkovsky, but in their glowering shroud, the city and sea suggest Sokurov.

4. The Ground and The Hedge Theater (Robert Beavers) Exquisite in their precision, gorgeous and mystifying in their slant rhyming of landscape, architecture, frescoes, and beatifically lit flesh.

5. The Man Without a Past (Aki KaurismSki) The po-faced Finn revives the communitarian values of Renoir's prewar films, fashioning a new Popular Front: an amnesia victim, his Salvation Army sweetheart, assorted paupers and put-upons, and a dog named Hannibal.

6. Model Shop (Jacques Demy) Demy's only American film, now gloriously restored, subsumes the rest of his '60s cinema in its tale of Lola lost and languishing in LA.

7. Remembrance of Things to Come (Chris Marker and Yannick Bellon) A dizzying, quicksilver imbrication of histories: artistic, political, domestic, cinematic, and (this being Marker) Olympic.

8. The Son (Jean-Pierre Dardenne and Luc Dardenne) A Chabrol film disguised in neorealist drag, The Son aims to be as rough-hewn as a cross; craftsmanship and carpentry are both its central symbols and its formal modus.

9. Ten (Abbas Kiarostami) Pared and spare, but beneath its blanched, matter-of-fact surface lies a minefield of mysteries.

10. Goodbye Dragon Inn (Tsai Ming-liang) The spectral inhabitants of a shuttering Taipei cinema inadvertently mock and mimic the King Hu spectacle onscreen.

Stephanie Zacharek

1. Lost in Translation (Sofia Coppola) A sustained mood of rapturous melancholy infuses this exquisite jet-lag romance.

2. To Be and To Have (Nicolas Philibert) A documentary about a French country school that cuts to the heart of the anxieties and joys of childhood and the vocation of teaching, sentimentalizing neither.

3. Spellbound (Jeffrey Blitz) Blitz's wonderful documentary about the National Spelling Bee features the screen's most suspenseful moments since Al Pacino's restaurant scene in The Godfather.

4. A Mighty Wind (Christopher Guest) Guest's multilayered mockumentary about '60s folk singers pokes fun at our nostalgia for a lost era, even as he makes us feel something for the people who stayed lost in it.

5. School of Rock (Richard Linklater) A good-for-nothing layabout makes a bunch of school kids hip to the transformative power of rock 'n' roll, in the kind of smartly crafted mainstream comedy we thought no one knew how to make anymore.

6. American Splendor (Shari Springer Berman and Robert Pulcini) Softhearted but not softheaded, the story of comic-book author Harvey Pekar finds affirmation in crankiness.

7. Winged Migration (Jacques Perrin) Perrin changes forever the way we look at birds.

8. Masked and Anonymous (Larry Charles) wild and strange and obliquely hilarious: Bob Dylan gives us one giant mess of a rumination on American idealism, fame, and the commodification of music

9. Pistol Opera (Seijun Suzuki) Looks like no other picture I've seen in years--a vivid Japanese dreamscape as it might have been reimagined by Pier Mondrian.

10. The Dancer Upstairs (John Malkovich) An elegant yet raw political thriller that's less about rebel terrorists than about the damage we do to ourselves and others while just trying to live.

FILM: BEST OF 2003 Filmmaker JOHN WATERS is currently editing his new movie, A Dirty Shame. His photographic works from the past decade will be the subject of "John Waters: Change of Life," which opens at the New Museum of Contemporary Art, New York, in February. AMY TAUBIN, a contributing editor of Film Comment and Sight and Sound and the author of Taxi Driver (British Film institute, 2000), teaches at the School of Visual Arts, New York. A poet, critic, and editor, GEOFFREY O'BRIEN is editor in chief of the Library of America. His book Sonata fur Jukebox: Pop Music, Memory, and the Imagined Life is forthcoming from Counterpoint in March. JAMES QUANDT is senior programmer at Cinematheque Ontario, Toronto, and has recently published articles on Bresson, Godard, and Monteiro. STEPHANIE ZACHAREK is a film critic for the online magazine Salon. Her writing on movies, books, and pop music has also appeared in the New York Times, Newsday, and Rolling Stone.