Until Santa brought a December windfall, 1998 was the most disappointing year for film in recent memory. Solid ***/B+ films were plentiful - as a result, I've extended this year's list of runners-up - but masterpieces were practically nonexistent. It was a surprisingly strong year for Hollywood but a mediocre one for foreign-language imports, especially if they weren't Iranian. Of course, I don't have a global knowledge of world cinema - for all we know, the Ecuardorean, Icelandic and Sri Lankan New Waves that will be the toast of 2003 spent this year brewing. Additionally, health problems kept me from regular moviegoing for much of the spring. (They're responsible for the fact that I haven't seen Raul Ruiz's GENEALOGIES OF A CRIME, Werner Herzog's LITTLE DIETER NEEDS TO FLY, Alain Resnais' SAME OLD SONG and Alexei Gherman's KHROUSTALIOV, MY CAR! at all or Neil Jordan's THE BUTCHER BOY on film. Nor have I seen Steven Soderbergh's OUT OF SIGHT yet, although it's graced many a Top 10 list.) Nevertheless, the hit-to-miss ratio among the 30 as-yet-undistributed films I saw was no better than that of the regular releases, so the problem doesn't lay entirely with the choices of American studios and distributors. 1999 will bring new films from David Cronenberg, Stanley Kubrick, Martin Scorsese, Atom Egoyan, Albert Brooks, Clint Eastwood, Leos Carax, Takeshi Kitano, Robert Altman, Wong Kar-wai, Abbas Kiarostami, Stan Brakhage and Tim Burton; the American premiere of Godard's complete HISTOIRE(S) DU CINEMA; Hitchcock, Bresson, Truffaut and Hou Hsaio-hsien retrospectives; a chance to finally see Carax's LES AMANTS DE PONT NEUF on film and (I fervently hope) probable opportunities to see Nanni Moretti's APRILE, Tsai Ming-Liang's THE HOLE and Manoel de Oliveira's ANXIETY. Some, if not most, of these will undoubtedly be disappointments, but from this vantage point, I don't think it could fail to be a much more pleasurable year.

1998 brought two self-consciously provocative films far too deeply mired in bad faith to make my Top 10: Michael Haneke's brilliantly directed but (deliberately) borderline unwatchable FUNNY GAMES and Todd Solondz's far more entertaining HAPPINESS. At their best, both are genuine glimpses into the void, but they feel like the work of filmmakers deeply in denial about their own darker impulses. There's an immense amount of sadism at work in these films, mixed with an equal amount of compassion in HAPPINESS but served up smugly and self-righteously in FUNNY GAMES. (Haneke's condemnation of the audience for indulging his violent fantasies is especially hypocritical, which has led some critics, including J. Hoberman, to label his film fascist.) Neither would have had much of an impact on me if they weren't so well-made: FUNNY GAMES' synthesis of the form of the European art film with the content of American thrillers and horror movies is particularly fruitful. (Even if I can't honestly say I like it, it's the single most powerful film I saw in 1998.) If Haneke had any interest in making a straightforward thriller - and the film makes it quite clear that he doesn't - he might have made a masterpiece. (François Ozon's SEE THE SEA is probably the closest we'll come to that film.) Solondz may make one eventually if he ever grows up a little; his undeniable insights into human behavior come buried in cheap irony, trendy pessimism and posthots at easy targets. (The fact that Phillip Seymour Hoffman and Camryn Mannheim's characters don't fall head over heels in love and ride off into the sunset together is realism. The fact that she turns out to be a murderer is sadism.) I do think there's something valuable in these films' punkish attack on audience complacency, but even so, there's no longer anything subversive about making "transgressive" films for arthouse audiences. The thugs who cheer every act of violence in an action movie are unlikely to go see an Austrian film at a venue like Film Forum (and I suspect this is true even in Austria itself), nor are most of the people who believe wholeheartedly in the Republican "family values" mythology the sort to check out an NC-17 comedy about a pedophile. PLEASANTVILLE offered up some of the same political critique of American life and TV implicit in HAPPINESS in a gentler, more compromised (albeit prettier, more direct and more hopeful) form, but at least it reached some of the people whose values it challenges. Still, I'm perversely grateful to these films despite their flaws for producing the kind of ambivalent reaction that points out the limits of star ratings and Pauline Kael-style snap judgments.

Both Haneke and Solondz strike me as better suited to making a film about the Holocaust than Roberto Benigni, who gave us this year's most pernicious film. Their negations seem pretty benign next to the way LIFE IS BEAUTIFUL mines the Holocaust for cheap uplift and concludes with the most nauseating feelgood ending I've ever seen. I'm well aware that mine is a minority opinion, and I'm used to such feelings of alienation by now: I didn't find the pseudo-literary pabulum of Miramax's other favorite, SHAKESPEARE IN LOVE, any more palatable. (If only they had spent 5% of the ad budget for these two films promoting SONATINE, my favorite Miramax release of the year!) The problem with such middlebrow fare lies as much in the way it's come to represent "art cinema" for so many people, including critics who should know better, as in its content. Audiences outside big cities often don't have any chance to see other non-Hollywood films; the only theater within a 45-minute radius of my parents' house in rural Connecticut that regularly shows "independent" films has an appallingly narrow January slate: LIFE IS BEAUTIFUL, LITTLE VOICE, WAKING NED DEVINE & DANCING AT LUGHNASA. More than ever, corporate-owned distributors like Fine Line, Miramax and October opt for this kind of work instead of giving American audiences a chance to see films that offer genuine challenges and/or speak directly about the world we live in. It's a sad state of affairs when films as accessible as Cédric Klapisch's UN AIR DE FAMILLE, Youssef Chahine's DESTINY and Peter Chan's COMRADES: ALMOST A LOVE STORY, an old-fashioned Hollywood-style entertainment if there ever was one, have to be released by tiny companies like Leisure Time Features and Rim Films. In an interview with the French magazine LES INROCKUPTIBLES last April, Israeli director Amos Gitai opined that "What's crucial for filmmakers at the end of the 20th century is modernity." I agree, which is why I think it's more vital than ever to defend the legacies of neo-realism and the French New Wave (and the New Waves that sprung up in the 60s all over the world) against the Tradition of Quality.

This year may have been a buzzkill , but I hardly think it heralded the death of cinema, cinephilia and/or film criticism. This death knell has been sounding in Europe ever since the 80s - where would Godard and Wenders be without it? - and it finally seems to have migrated to the English-speaking world. For me, it popped up in its silliest form when New School professor Marshall Blonsky, introducing a French documentary about May '68 at Anthology Film Archives, complained "in the 60s, people went to see Godard and Fellini. Now they go to see Schwartzenegger. " In case anyone needs a reminder, the most popular film of the 60s was THE SOUND OF MUSIC, not LA DOLCE VITA, PIERROT LE FOU or PERSONA! Yes, the renaissances that happened in a dozen countries between the mid-50s and mid-70s have been much thinner on the ground in the past 20 years; yes, there are fewer masterpieces being made; yes, the worst Hollywood crap has achieved an unprecedented domination over the world market . Nevertheless, the unacknowledged subtext of Susan Sontag and David Denby's essays is baby-boomer nostalgia and a tendency to see the past through rose-colored glasses. In a critique of Denby's essay in POSITIF, French critic Jean-Loup Bourget was honest enough to admit "What we're crying for is not the disappearance of good films but of our youth." I can't claim to be above the kind of melancholy spirit underlying these essays - I feel it often enough myself - but lamenting the losses American film culture has suffered is simply a waste of time if one doesn't spend an equal amount of energy fighting to get recognition for the great films that continue to be made and the great filmmakers who still exist. Imagine if Sontag or Denby were able to get the NEW YORK TIMES' Sunday magazine or THE NEW YORKER to run a substantial article on Hou Hsaio-hsien, Béla Tarr or Raul Ruiz!

Additionally, there's an unacknowledged strain of Eurocentrism to Denby's insistence that recent Chinese-language and Iranian films couldn't possibly matter as much as the European films of his youth, as well as Sontag's refusal to mention them. (Keep in mind that Denby, who never goes to film festivals, is probably dismissing Iranian cinema on the basis of THE WHITE BALLOON, GABBEH and TASTE OF CHERRY. Since none of Edward Yang and Hou Hsaio-hsien's films and only one of Tsai Ming-Liang's have been released in the U.S., chances are he's never seen them.) Fortunately, the urge to write relatively serious, ambitious film criticism is far from dead, as one can see from the fine work of under-40 critics like Kent Jones, Adrian Martin and Jonathan Romney. The spaces to write such criticism have shrunk rapidly, and the NEW YORK DAILY NEWS' November dismissal of Dave Kehr bore out an acquaintance's opinion that it's practically impossible to write decent criticism for an American daily. (Additionally, some of the film magazines that do exist suffer from the kind of cliquishness that would bother me less if they had more competition.)This is one of the reasons for the existence of this site and others like it: a phenomenon that may as well as not exist in the eyes of most of those who bemoan the death of film criticism.

Now that I've expelled a year's worth of bile, here's the list. All titles are American unless otherwise indicated.

10. UNMADE BEDS (Nicholas Barker)

It was quite a poor year for documentaries (although I missed THE FARM, which won several critics'awards) so in the absence of a FAST, CHEAP AND OUT OF CONTROL or CRUMB, this "nonfiction feature" about the Manhattan singles scene, based on a screenplay Barker wrote after interviewing his subjects about their experiences, will have to stand in. Its "actors" do a terrific job of playing themselves; as a result of their work and Barker's writing, UNMaDE BEDS has one of the most vivid cast of characters of any 1998 film. These characters - an overweight 28-year-old woman, a 54-year-old "swinging bachelor," a 40-year-old man who's insecure about his sexuality and height, and a woman who openly admits that she's a gold-digger - are the kind of people another film might depict as "losers," but Barker never patronizes them. (Todd Solondz could learn a lot from this film.) Even at their worst, which is often, they come across as smart, articulate people. I initially underrated UNMADE BEDS, but it haunted me long after more immediately entertaining films faded from memory.

9. LEILA (Dariush Mehrjui, Iran)

On the evidence of LEILA and his 1969 masterpiece THE COW, Mehrjui looks like the equal of his compatriots Abbas Kiarostami and Mohsen Makhmalbaf, but the Walter Reade's retrospective (which is where I saw LEILA, although it played New York about 6 months earlier at MOMA's NEW DIRECTORS/NEW FILMS series) revealed just how uneven he can be. This 1997 film is one of the year's best, but his more recent THE PEAR TREE drove me out of the theater within half an hour. Still, even at their worst, his recent films reveal a modern, "Westernized" side of Iran that Americans almost never get a chance to see. LEILA is a haunting chamber piece about the dissolution of a marriage, made by a director with an uncanny ability to charge the most fleeting close-ups of faces and objects with emotion. Some (especially Iranian women) have accused LEILA of misogyny, but it struck me as a clearsighted portrait of the manipulative ways women are often forced to behave when they don't have direct access to power. Thankfully, you'll have a change to judge for yourselves when First Run Features releases it later this year.

8. A SIMPLE PLAN (Sam Raimi)

The most surprising thing about A SIMPLE PLAN isn't that Sam Raimi, who'd seemingly burnt out on a string of anemic genre flicks, finally managed to equal his splatter comedy masterpiece EVIL DEAD 2: DEAD BY DAWN. No, the big surprise is that it recalled the glory days of film noir without turning into a hip, retro exercise in style. This is the work of a mannerist who's belatedly discovered the real world. It's not just an excellent film; it's a bridge between contemporary American cinema and forefathers like John Huston.

7. RUSHMORE (Wes Anderson)

RUSHMORE is a film in the image of its hero: a teenager whose confidence and will never flag even when he gets thrown out of school and realizes that he has no chance of winning the heart of the woman he adores. I was underwhelmed by Anderson's first feature, BOTTLE ROCKET, but his quirky sensibility was in evidence even there, albeit blunted by secondhand "slacker" characters and genre trappings. It's rare to see an American film that respects the intelligence and creativity of teens the way RUSHMORE does; it's even rarer is to see an American film with the generosity towards all its characters that Anderson shows. Additionally, he makes sure that it builds up to something more than a series of gags and clever lines. (Unlike the overrated THERE'S SOMETHING ABOUT MARY, it never sacrifices plot credibility or character development for the sake of a cheap laugh.) As a result, RUSHMORE is a truly exuberant comedy about unrequited love, male rivalry, class tension and middle-age burnout. This is my idea of a feelgood movie. Let's hope Middle America agrees once it finally opens for a nationwide release next month.

6. SEE THE SEA (François Ozon, France)

Fuck the Hitchcock remakes; the true spirit of Hitch lives on in this elegantly brutal 52-minute miniature. (To bring the bill up to feature length, SEE THE SEA was shown with Ozon's charming, highly erotic short A SUMMER DRESS, a far more optimistic take on the kind of uncertainties about identity that SEE THE SEA makes so terrifying. ) At 31, Ozon's direction shows more skill than many filmmakers twice his age have ever achieved; each camera set-up and cut adds some information about the characters' emotions or contributes to the spiraling sense of dread. With a very minimal amount of resources (2 actors, a house and a handful of exteriors), he's made a stunning thriller, and he's also smart enough to realize that true horror stems from emotions like loneliness, sexual frustration and jealousy, not monsters, gore or special FX. Occasionally, this does feel like something of a technical exercise, but it suggests that Ozon could be on his way to becoming a great director, even if his subsequent feature debut, SITCOM, has been widely regarded as a disappointment.

5. THE FLOWERS OF SHANGHAI (Hou Hsaio-hsien, Taiwan)

I don't feel up to writing extensively about THE FLOWERS OF SHANGHAI. Like all of Hou's films, it demands repeat viewings; like all of them, it won't be released commercially, so repeat viewings are practically impossible. (However, Fox Lorber will be distributing it as part of a traveling Hou retrospective this fall and releasing the entire collection on video in 2000.) This is a truly modern historical film, set in the politely oppressive world of a turn-of-the-century Shanghai brothel. Far from being a wallow in nostalgia or an excuse for a costume show, it had plenty to say about the present-day tyranny of materialism , as well as plenty to show about the rhythms of that seemingly distant time and place. On an initial viewing, the first half hour does drag - the film's powers of seduction are cumulative - but I wouldn't be surprised if it looks like a masterpiece when I see it again.

4. AFFLICTION (Paul Schrader)

Seeing films based on books that I love usually makes me nervous, since my mental image of the characters and their world rarely corresponds to the film, but the work of Russell Banks has translated remarkably well to film so far . Atom Egoyan's THE SWEET HEREAFTER was #5 on my list last year, and AFFLICTION is just as satisfying. More than a simple adaptation, it's a remarkably faithful synthesis of the visions of both Banks and Schrader. (In fact, its few faults, like the way its narrator feels more like a literary device than a real person, may stem from the relative limitations of a 2-hour film when it comes to fleshing out supporting characters.) Schrader's customary theme of male frustration buiklding up to violence benefits from Banks' intimate understanding of blue-collar life. (Like A SIMPLE PLAN, this is one of the few recent American films that treats small-town life without condescension or romanticization.) As the doomed anti-hero, Nolte gives a career performance, and in the role of his alternately terrifying and pathetic father, James Coburn isn't far behind. In a year full of bad daddies, his was the most haunting. I'm especially gratified by the way AFFLICTION links the legacy of child abuse to the general state of American masculinity rather than exploiting it for a frissonor using it as a plot device.

3. FIREWORKS (Takeshi Kitano, Japan) & SONATINE (Takeshi Kitano, Japan)

The aesthetic behind FIREWORKS is summed up in its Japanese title: HANA-BI. It means "fireworks," but it translates literally as "fire-flower." FIREWORKS constantly juxtaposes tones, rhythms and styles that are usually kept far apart. Basically, it's two films in one: the first, a brutally violent one about an ex-cop struggling desperately to get money to pay his debts and keep the yakuza off his back; the second, a lush, gentle one about a man taking care of his terminally ill wife. It may be a one-trick pony, but the trick works like a charm. Takeshi plays with genre forms the way a hip-hop DJ creates something new by cutting preexisting records. His films draw on an electic array of sources, but they look and feel like no one else's. My discovery of SONATINE in 1994 (at the Asian-American Film Festival) was as exciting as my discoveries of Wong Kar-wai and Abbas Kiarostami later that year, and I was gratified to see that the release of FIREWORKS inspired its belated release. FIREWORKS may have a greater sense of emotional dynamics, but SONATINE has a stunningly precise mise-en-scene. Even if the Miramarketers treated it like last week's take-out, their patronage should ensure that it's available in most American video stores.

2. FALLEN ANGELS (Wong Kar-wai, Hong Kong)

The brio and grace of FALLEN ANGELS came across even when I first saw it on a badly subtitled bootleg video in 1996, about a year after its release in Hong Kong. It would be a year before I finally had the chance to finally see it on film during the 1997 New York Film Festival. After that, several more months passed before it finally received an American release from Kino International, who also released HAPPY TOGETHER in 1997. Like most of Wong's films, FALLEN ANGELS is a movie-movie, enraptured with the possibilities of playing mix'n'match with genre and narrative. (A friend called it "the greatest music video ever made," and what he means is pretty obvious.) But unlike many American filmmakers with similar interests, Wong isn't content simply to make a film about his record/videotape collection. FALLEN ANGELS is also a time capsule carrying an extraordinarily vivid sense of the textures, pleasures and dangers of modern urban life. (Few movie-cities are as seductive as Wong's Hong Kong.) For all his pessimism about love's impermanence, he clearly recognizes the value of life's small pleasures. This year, the opportunity to see FALLEN ANGELS was one of these pleasures.

1. TASTE OF CHERRY (Abbas Kiarostami, Iran)

This was the first Kiarostami film to get a real American release - Miramax dumped THROUGH THE OLIVE TREES in New York with no advertising in the winter of 1995 and still hasn't released it on video - but it may not have been the best introduction to his work. Palme D'Or or no Palme D'Or, it's Kiarostami at his most downbeat and difficult. Furthermore, the supposedly Brechtian ending is a bit less puzzling when seen in the light of the beautiful but similarly inconclusive plans sequences that close AND LIFE GOES ON and THROUGH THE OLIVE TREES. All 5 Kiarostami features that I've seen are structured around a quest, but TASTE OF CHERRY pares this structure down to the bare essentials: a man trying to decide whether to live or die, 3 other men trying to convince him to stay alive and a journey through the ravaged outskirts of Teheran. Anyone who's read this far can tell that I have a taste for minimalism, and TASTE OF CHERRY did more with fewer ingredients than any other film I've seen recently. In a year with no masterpieces to call its own, this 1997 holdover, which opened in March after premiering at the previous New York Film Festival, is as close to greatness as we got.

Near misses:

UN AIR DE FAMILLE (Cédric Klapisch, France), ALONE: LIFE WASTES ANDY HARDY (Martin Arnold, Austria), THE BIG LEBOWSKI (Joel Coen), BROTHER (Alexei Balabanov, Russia), BUFFALO 66 (Vincent Gallo) and its trailer (?), THE BUTCHER BOY (Neil Jordan, Ireland), COMRADES: ALMOST A LOVE STORY (Peter Chan, Hong Kong), THE EEL (Shohei Imamura, Japan), FEAR AND LOATHING IN LAS VEGAS (Terry Gilliam), A FRIEND OF THE DECEASED (Vyacheslav Kristofovich, Ukraine), THE GENERAL (John Boorman, Ireland), HAPPINESS (Todd Solondz), HENRY FOOL (Hal Hartley), HISTOIRE(S) DU CINEMA: THE CURRENCY OF THE ABSOLUTE & THE CONTROL OF THE UNIVERSE (Jean-Luc Godard, France), THE MIRROR (Jafar Panahi, Iran), SELF SONG (Stan Brakhage), SHATTERED IMAGE (Raul Ruiz), THE TRUMAN SHOW (Peter Weir), VASKA (Péter Gothar, Hungary/Russia)

Bring the pain:

LIFE IS BEAUTIFUL (Roberto Benigni, Italy), NEXT STOP, WONDERLAND (Brad Anderson), THE PEAR TREE (Dariush Mehrjui, Iran), RIVER OF GOLD (Paulo Rocha, Portugal), SHAKESPEARE IN LOVE (John Madden, UK)

Best re-releases:

THE LADY FROM SHANGHAI (Orson Welles, 1948), NIGHTS OF CABIRIA (Federico Fellini, Italy, 1957), TOUCH OF EVIL (Orson Welles, 1958), THE YOUNG GIRLS OF ROCHEFORT (Jacques Demy, France, 1967)

Rep revelations:

ALEXANDRIA WHY? (Youssef Chahine, Egypt, 1978), CHRISTMAS IN JULY (Preston Sturges, 1940), THE COW (Dariush Mehrjui, Iran, 1969), ESTHER (Amos Gitai, Israel, 1985), IL GRIDO (Michaelangelo Antonioni, Italy, 1957), MEMORIES OF PRISON (Nelson Pereira dos Santos, Brazil, 1983)

Where are the distributors? (version 2.0)

BOOK OF LIFE (Hal Hartley), DRIFTING CLOUDS (Aki Kaurismaki, Finland), IN THE PRESENCE OF A CLOWN (Ingmar Bergman, Sweden), MOEBIUS (Gustavo Mosquera et al., Argentina), VASKA, YOU'RE LAUGHING (Paolo & Vittorio Taviani, Italy)