IT'S 'STRAIGHT,' NINE CHASERS.

Byline: Glenn Whipp Film Critic

1. The Straight Story: David Lynch's G-rated tale of brotherly love is a haunting requiem for a bygone America. Veteran actor Richard Farnsworth delivers the performance of the year as a sweet, sad old-timer taking an unlikely trip in order to unload a lifetime of regrets. Along the way, he anoints those he meets with homespun wisdom and decency, demonstrating the poetic beauty of an ordinary life lived with absolute conviction. Spellbinding.

2. American Beauty: The year's most remarkable box-office triumph, given the perverse way director Sam Mendes and screenwriter Alan Ball mix suburban angst with searing humor. A remarkable ensemble cast - headed by Kevin Spacey, Annette Bening, Thora Birch, Mena Suvari, Chris Cooper and Wes Bentley - explore the isolation and dysfunction of modern America in a manner that transcends satire and approaches, well, beauty.

3. Being John Malkovich: Weird, wacky and, ultimately, quite heartbreaking, this is a one-of-a-kind movie that will likely be just as influential in its own contrary way as "The Matrix" and "The Blair Witch Project" will be in their respective genres. MTV director Spike Jonze and reclusive writer Charlie Kaufman prove a perfect match in their tag-team loopiness, skewering fame, identity and alienation in the most imaginative manner.

4. Toy Story 2: A sequel that manages the rare "Godfather" trick of improving upon the original. Clever and heartfelt, this hyperkinetic foray into toy psychology bursts with so much smart fun that it almost demands repeated viewings. (The folks at Disney and Pixar certainly won't object.)

5. Three Kings: The Gulf War receives the treatment it deserves from fresh filmmaker David O. Russell. Crafting a rousing adventure tale and infusing it with a bracing sense of moral outrage, Russell shows us that war's insanity hasn't changed despite the presence of CNN and smart bombs. Fearless filmmaking.

6. Magnolia: Everybody hurts and nobody seems to know this better than filmmaker Paul Thomas Anderson. First with "Boogie Nights" and now with this fantastic follow-up, Anderson gives us cascading symphonies of cinema - demanding, deeply felt works that brim with humanity. Anderson clearly loves making movies, and it's impossible not to become caught up in his unbridled enthusiasm and unparalleled artistry.

7. The Talented Mr. Ripley: Proving that "The English Patient" was no fluke, filmmaker Anthony Minghella delivers another stylish and seductive story. This time it's a thriller of the highest order with Matt Damon, Gwyneth Paltrow and the remarkable Jude Law bringing Patricia Highsmith's chilling mystery classic to life. Luminously shot and exquisitely inventive, "Ripley" incisively probes desire, deceit and self-loathing. Beautiful to watch, impossible to forget.

8. The Buena Vista Social Club: This joyous documentary managed to transcend the art-house limitations of its genre and become a bona fide and richly deserved cultural phenomenon. Director Wim Wenders captures the passion that music can bring to the lives of those who create it and those who appreciate it. Lyrical in every sense of the word.

9. Run Lola Run: The year's best thrill ride, this 81-minute speedball leaves its audience breathless with its ingenious mix of special effects and camera speeds. In retelling the same story three times, Tom Tykwer shows us the power that a moment can hold, not to mention the strength of a flame-haired heroine sprinting to save the man she loves.

10. Boys Don't Cry: First-time filmmaker Kimberly Peirce and "90210" alum Hilary Swank take a story straight from the headlines and give it a universal profundity. In playing Teena Brandon, a young woman desperate to become a boy, Swank gives us a character in search of the same sense of freedom that most adolescents crave. Only Teena was different, and the devastating price she paid for her distinctness makes this such a powerfully tragic tale.

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Photo: "The Straight Story"