Chris Willman
December 26, 1997 AT 05:00 AM EST

1 L.A. CONFIDENTIAL So this is what happens when everything comes together — subject matter and style, plot and script, performance and cinematography, and the confidence of director Curtis Hanson to take on James Ellroy’s complicated, pungent novel about 1950s Hollywood lowlife. You get an award-worthy 1990s Hollywood movie — a model of flawless cinematic storytelling.

2 TITANIC When people talk about the magic of the movies, they mean this — James Cameron’s huge, impeccably produced epic in which every single shot is dedicated to telling a big story in a way that doesn’t just fill our eyes with grandeur but also stirs our souls with awe.

3 IN THE COMPANY OF MEN Two young salarymen hatch a plan to humiliate a woman, simple as that. But in this stunning fable (beautifully written and acted, economically made), first-time writer-director Neil LaBute taps into a wellspring of rage, misogyny, and all-purpose misanthropy so hot the work singes our nerves.

4 ULEE’S GOLD No camera tricks, no special effects, no pretty boys angling to be the Next Big Thing. Victor Nunez’s graceful, soft-spoken story about an aging Florida beekeeper is old-fashioned storytelling at its most assured. It’s also an opportunity for Peter Fonda (a former Next Big Thing) to do his best work in decades.

5 FACE/OFF John Woo’s masterfully daredevil style of filmmaking — old news for fans of his classic Hong Kong productions — is a dazzling discovery for everyone else in this, his best American movie: This action thriller weaves haunting set pieces of elegantly choreographed violence, unusually nuanced character development, and joyful performances from John Travolta and Nicolas Cage into an intensely satisfying experience.

6 THE SWEET HEREAFTER Atom Egoyan’s interpretation of Russell Banks’ fine novel about tragedy (children in a small Canadian town drown when their school bus sinks), grief, and the ways folks make sense of the senseless is as crystalline-pure as cold northern air.

7 IN & OUT A sophisticated mainstream American comedy about modern, untortured homosexuality? That turns minority gay sensibility into a majority virtue? That makes you laugh out loud? Well, yes. This gem from writer Paul Rudnick and director Frank Oz proves that a comedy about homosexuals doesn’t need to be loud to be proud.

8 PONETTE A child’s-eye view of heartbreak in a drama about the death of a parent that’s nearly unbearable in its intensity — yet absolutely gripping. In guiding the extraordinary performance of Victoire Thivisol (then 4 years old), French director Jacques Doillon is rewarded with honest vignettes of childhood at its most vulnerable.

9 EVE’S BAYOU The ghost of Tennessee Williams hovers over Kasi Lemmons’ moss-draped story of sisters and their daddy in a Louisiana backwater. But the first-time writer-director creates a dreamy style entirely her own in this fluid, feminine, African-American, Southern gothic yarn — one that covers a tremendous amount of emotional territory with the lightest of steps.

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