1. A VERY LONG ENGAGEMENT - Jean-Pierre Jeunet's dazzling and audacious tragicomedy is an exuberantly sweeping fantasia about the triumph of love over the vagaries of fate and the horrors of war. Audrey Tautou is luminous as a willful young woman who obsessively seeks proof that her precious fiancé did not die on a World War I battlefield.

2. THE LIFE AQUATIC WITH STEVE ZISSOU - Bill Murray gives the performance of his career as a mercurial celebrity oceanographer who finds himself adrift, literally and figuratively, in Wes Anderson's pitch-perfect comedy of melancholy about wistful regret, inconvenient yearnings and serendipitous second chances.

3. SIDEWAYS - Raise a toast to Alexander Payne's profoundly funny and seriously affecting comedy-drama about a wine-snobbish would-be novelist (Oscar-worthy Paul Giamatti) in the middle-age of his discontent, and a falling-from-grace former TV star (Thomas Haden Church) who accompanies the writer on a journey toward something like self-discovery.

4. THE INCREDIBLES -- Forget about Van Helsing or I, Robot - or even the splendid Spider-Man 2. This year, the very best big-screen action-adventure just happened to be a whip-smart, computer-animated crowd-pleaser from the makers of Monsters, Inc. and Finding Nemo.

5. HOUSE OF FLYING DAGGERS - After warming up with Hero, his Rashomon-flavored epic starring Jet Li and a cast of thousands, Chinese filmmaker Zhang Yimou kicks it up several notches with this splendiferously exciting and swooningly romantic martial-arts extravaganza.

6. THE AVIATOR - There's a tantalizing hint of autobiographical impulse at play in Martin Scorsese's wildly entertaining Technicolor portrait of Howard Hughes (rivetingly well-played by Leonard Di Caprio) as a visionary genius who drives himself to the point of madness, and beyond, while attempting to transcend the second-guessing and backstabbing of lesser mortals.

7. FAHRENHEIT 9/11 and CONTROL ROOM - In a year filled with provocative political documentaries, these two fortuitously complementary films -- Michael Moore's searing and scathingly funny critique of U.S. foreign policy, and Jehane Noujaim's insightful and surprisingly balanced view of the Al Jazeera news network - deserve joint mention on any list of 2004's best.

8. COFFEE AND CIGARETTES - Still indie after all these years, Jim Jarmusch (Down By Law) offers the equivalent of a short-story anthology: An amusing collection of black-and-white mini-dramas, filmed over a 17-year period, involving animated conversations between close friends, passing strangers and competitive power players played by such notables as Bill Murray, Cate Blanchett, Alfred Molina, Steve Buscemi and Roberto Benigni.

9. I'LL SLEEP WHEN I'M DEAD - Mike Hodges' free-form, almost stream-of-conscious neo-noir drama isn't so much a straightforward crime thriller as a moody-bluesy meditation on the genre. The narrative proceeds stealthily, almost dreamily, like the recurring theme to which a jazz artist returns between discursive riffs and melancholy rambles. Try to imagine Hodges' cult-fave gangster flick Get Carter (1971) remade and rescored by John Coltrane, and you'll have some inkling of what to expect here.

10. METALLICA: SOME KIND OF MONSTER - A mesmerizing documentary that's all the more amazing for being more or less an accident. Filmmakers Joe Berlinger and Bruce Sinofsky originally were hired to produce a promotional film about the heavy-metal band Metallica. But while they were tightly focused on the often contentious musicians, they were able to witness and record two years of emotional upheavals, internecine conflicts and on-again, off-again group therapy sessions.

Runners up include: Mike Nichols' Closer, Peter Berg's Friday Night Lights, Guillermo del Toro's Hellboy, Paul Greengrass' The Bourne Supremacy, Bill Condon's Kinsey, Taylor Hackford's Ray, Timothy Bjorklund's Teacher's Pet, Steven Spielberg's The Terminal, Quentin Tarantino's Kill Bill, Vol. 2 and David Mamet's Spartan.

And the ten worst? In no particular order - because they deserve none - the 2004 list of dishonor includes:

BROKEN LIZARD'S CLUB DREAD -- Super Troopers, the previous movie written and performed by the Broken Lizard comedy troupe, was a wildly uneven, hit-and-miss enterprise. But it was a full-scale laugh riot compared to the ensemble's sophomore effort, a feeble parody of summer-camp comedies and slasher-killer thrillers. Indeed, as Club Dread plods interminably toward its conclusion, there's an unmistakable air of mounting desperation to all the frat-house prankishness and leering lasciviousness.

SEED OF CHUCKY -- Scraping the bottom of the barrel with more determination than inspiration, writer-director Don Mancini offers a slapdash mix of camp and carnage in this uncalled-for fifth installment of the killer-doll horror franchise.

SLEEPOVER - At first glance, it's easy to dismiss this instantly disposable comedy as harmless fluff for tweener females who might view Ashley and Mary-Kate Olsen as older, enviable role models. But if you give it a second thought - which likely is more than it merits - it's even easier to be creeped out by the movie's quease-inducing depiction of 14-year-old girls as budding hotties.

THE COOKOUT - In the not-so-grand tradition of low-budget, no-brainer comedies aimed at unwary African-American audiences, Lance Rivera's witless farce offers a heaping helping of tired stereotypes: Domineering mothers, near-senile geezers, incontinent toddlers, slatternly unwed mothers, corpulent dope smokers and, of course, a white women (poor Farrah Fawcett) who's mightily impressed and sexually aroused when a previously docile black man (poor Danny Glover) exerts swaggering authority.

THE GIRL NEXT DOOR - Risky Business is recycled as frisky glibness in this tickle-and-tease teen-sex comedy about a straight-arrow high school senior who discovers his new neighbor is a semi-retired porn star. Watching this shamelessly derivative dreck is a bit like taking a late-night channel-surf through soft-core exploitative flicks, American Pie wanna-bes and '80s Brat Pack romances.

DE-LOVELY - Irwin Winkler had never directed a musical before tackling this biopic about Broadway composer Cole Porter (gamely played by Kevin Kline). After seeing the finished product - a flat-footed, ham-handed fiasco that plays like a literal-minded adaptation of a second-rate Broadway production - you may wonder whether Winkler had ever seen a musical before he unleashed this leaden disaster.

GARFIELD: THE MOVIE -- Only very small children still easily impressed by the interaction of human actors and CGI animals will be amused by Pete Hewitt's tepid kid-flick based on the long-running comic strip about a lasagna-loving cat. It doesn't help much that, even while cracking wise or tossing insults, Bill Murray sounds curiously disengaged, if not downright bored, while providing the voice of the title character.

PAPARAZZI - Picture a blunt-force revenge melodrama with brackish undercurrents of score-settling fantasy fulfillment. Co-produced by Mel Gibson, who hasn't been shy about expressing his displeasure at being the subject of constant multi-media scrutiny, and directed by the superstar's former hairstylist, this luridly trashy melodrama percolates with bilious rage while depicting amorally relentless celebrity photographers as degenerate monsters to be killed with impunity.

THE PUNISHER - The good news: It's marginally better than the justly obscure 1989 potboiler based on the same Marvel Comic. The bad news: That's not nearly enough. This formulaic action-adventure -- about a heavily armed vigilante and a deadly serious (and, as played by John Travolta, deathly dull) bad guy - is, well, a punishment to endure.

FAT ALBERT - Hey, hey, hey? No, no, no. A woefully misguided attempt to reconstitute a popular '70s TV cartoon show as a full-length, family-skewing feature, Joel Zwick's clunky mix of animated high jinks, live-action farce and inspirational uplift is more annoyingly frenetic than appealingly funny.