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With Hollywood floundering, American outsiders battled an Asian invasion for the hearts and minds of filmgoers in 2001.

Backing further and further away from the weird, wonderful breakouts of 1999 (American Beauty, Three Kings, Being John Malkovich, Election, etc.), Hollywood continued to blow outrageous sums on a litany of unwatchable marketing-plans-masquerading-as-movies in 2001. No point in dissing obvious product from Not Another Teen Movie to Swordfish, but the real disasters this year were "prestige" atrocities like Hannibal and Pearl Harbor and ambitious, overedited duds like Vanilla Sky and Moulin Rouge.

But there was plenty of great stuff on the big screen in 2001 if you were willing to dig deeper than each week's most heavily marketed opener. With a few late-December releases (most notably Michael Mann's Ali) still unscreened, here are 20 films that made going to the movies in 2001 a worthwhile experience:

1. Mulholland Drive -- As a fan of Twin Peaks and a grudging, conflicted admirer of Blue Velvet, I never expected to love a David Lynch film, but Mulholland Drive was one of the most intriguing, most enjoyable, and most spellbinding films I've seen in years. A puzzler at first, upon repeated viewings Lynch's Mobiüs-strip meditation on the plight of a pretty young thing lost in the patriarchal Hollywood maze is entirely coherent, even carefully constructed. Sure, there are a few stray red herrings, a remnant of the film's initial role as the pilot of an abandoned TV series, but everything that really matters fits neatly into place. Part Nancy Drew and part Persona, part film noir and all pulp fiction, Lynch, for the first time since Blue Velvet, made all of his fetishes and visual tics matter, resulting in a koan-like parable that will still be studied and worshiped decades hence.

2. Ghost World -- If Mulholland Drive finally yoked David Lynch's private obsessions to something the outside world could care about, no film in 2001 was as intimately connected to the way we live as Ghost World. A bittersweet valentine to two teenage bohemian goddesses (Thora Birch and Scarlett Johansson) estranged from American mall culture, director Terry Zwigoff's spiritual sequel to his documentary Crumb was a brave and insightful film. Ghost World's greatness lay in how it confirmed the essential righteousness of its protagonists' alienation yet also questioned that alienation in an almost unbearably moving social critique. Along the way it also managed to provide knowing commentary on a variety of essential subjects, among them the transition into adulthood, the toothless platitudes of secondary education, the value of art, and the precariousness of friendship. Not bad for a modest little movie that may have also been simply the funniest thing to hit the big screen all year.

3. In the Mood For Love -- One of the world's greatest filmmakers, Hong Kong master Wong Kar-wai finally made his Memphis debut with a film that marked a jarring departure from the frenetic style of earlier classics such as Chungking Express and Fallen Angels. A period piece set in the Hong Kong of Kar-wai's youth, In the Mood For Love was a laser-focused chamber film, a tense pas de deux around unrepresentable and ineffable desires.

4. Crouching Tiger, Hidden Dragon -- Star Wars comparisons be damned, this action import so delighted in and was so respectful of the magic of human movement that it reminded me of nothing less than Errol Flynn's The Adventures of Robin Hood (the only "swashbuckler" I've ever enjoyed more) and Singin' In the Rain (another loving genre meditation). But as thrilling as the action scenes were (and with most other modern action films relying on computer-generated images and whiplash editing, they were very thrilling), the narrative pull of the archetypal plot and the inspired performances from actresses Michelle Yeoh and young Zhang Ziyi were every bit as captivating.

5. George Washington -- This film screened locally only once and at The Orpheum as part of this year's IndieMemphis Film Festival (and kudos to the festival for bringing it), and if you were one of the 60 or so people who were there, good for you. A gentle, gorgeously photographed Cinemascope indie, director David Gordon Green's debut tale of working-class kids in a small, unnamed Southern town was a true American original that deepened tremendously with repeated viewings -- not that too many Memphians had the chance.

6. The House of Mirth -- Reaching depths of feeling and horror unimagined by Merchant-Ivory, British director Terence Davies' devastating adaptation of Edith Wharton's social satire may be the greatest "costume drama" ever filmed. With Gillian Anderson's performance of a lifetime in the lead role, this was masterfully direct narrative filmmaking and unjustly ignored.

7. Traffic/Ocean's Eleven (tie) -- Steven Soderbergh is a national treasure. These days Hollywood movies are so test-marketed, money-driven, and pop-culture-infected that few filmmakers (Michael Mann also comes to mind) manage to make straightforward entertainments of the same quality the studio system regularly produced a few decades ago. Then you have Soderbergh, who has been churning out smart, entertaining, mainstream genre pics at a record rate. This year, he graced the screen with two radically different yet equally accomplished, examples -- the oh-so-serious Traffic and entirely frivolous Ocean's Eleven. The drug-war critique Traffic didn't have quite the snap of Soderbergh's other recent work, but it was still a model for the intelligent epic, with its D.W. Griffith-worthy cross-cutting and panorama of great performances and moments. Ocean's Eleven, despite the great cast, could have easily been unwatchable in the hands of a typical Hollywood director-for-hire, but Soderbergh's exquisite editing and subtle direction found the grace notes and small comic moments others would have missed, resulting in the kind of stylish, witty, and exciting popcorn move Hollywood tries to make all the time and almost never does.

8. Memento -- Guy Pierce was brilliant in this post-modern Point Blank, the rare recent American film to be based on a narrative gimmick that takes said gimmick and runs with it. Told backward, this tale of a man with short-term memory loss ingeniously provoked the same woozy mood and necessarily hyperactive in the audience as it did in the film's protagonist.

9. Amélie -- As inventive as it was manipulative, as honestly romantic as it was utterly artificial, this French art-house smash was a welcome addition to American screens at least in part because manipulative American entertainments are rarely this entertaining anymore (Pearl Harbor, anyone?). So utterly charming and kinetic that it convinces you to ignore your qualms and give in to its "feel-good" rush.

10. A Time For Drunken Horses -- As unremittingly realistic as Amélie was artificial, this documentary-like tale of Kurdish children struggling to survive along the Iraq-Iran border was no great work of cinema, but it conveyed the simple, communicative power of the medium itself like no other film in 2001. And after 9/11 it deepened in poignancy, humanizing a region of the world that Americans are far too ignorant of.

Honorable Mentions (in order of preference): Hedwig and the Angry Inch,, Waking Life, A.I., Amores Perros, The Anniversary Party, The Princess Diaries, The Lord of the Rings: The Fellowship of the Ring, The Fast and the Furious, Before Night Falls.

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