A Second Opinion

A Second Opinion: 1999

1 All About My Mother

Spanish filmmaker-provocateur Pedro Almodovar has always played with great visual style, verbal bite, and sexual sizzle in his dishy, riotous movies. But without sacrificing an ounce of chic or sass, he allows himself to touch deep places in the heart for the first time in his best work. A generous celebration of women in all their roles and poses, this snazzily constructed, sweetly written drama — more mellow than melodrama, although there's plenty to weep about — is the satisfying, original creation of an artist in peak form, who inspires great performances from all involved, especially the cast of heroines who do him so proud.

2 Toy Story 2

All live-action dramas involving suspense, rescue, and reunion should be as delectably, inventively witty as John Lasseter's cartoon about a roomful of toys. A sequel that matches and even tops the quality of the original, the follow-up to the '95 blockbuster once again showcases computer-animation brilliance and nimble voice-over performances headed by Tom Hanks and Tim Allen. But technical gee-whizziness is an empty pleasure without a good story. And at its old-fashioned core, this engrossing yarn flatters the intelligence of a delighted audience.

3 South Park: Bigger, Longer & Uncut

What I just said about technical brilliance? Hold that thought. The most crudely animated feature of the year — about a bunch of foul-mouthed kids who like to pass gas — is also the year's most incisive political satire. And best musical. Matt Stone and Trey Parker's rude melee of a movie takes true aim at hypocrisy, censorship, political correctness, and general, rampant pop-cultural dumbness. And oh, that spectacular score: It's everything a Broadway show should be, and it's compellingly singable, obscene lyrics and all.

4 Election

Alexander Payne's understated, mordantly funny fable confirms, with utter deadpan authority, what the great gurus know: That all adult human intercourse is based on life in high school. To this elemental insight, Payne brings his own unique talent for dramatizing the little stuff of moral ambiguity. And here's a brainstorm: casting Reese Witherspoon as a grimly peppy go-getter running for class president against Matthew Broderick as a beaten-down teacher (of ethics!) who realizes he just can't bear to see her win. What fun to glimpse Machiavellian intrigue in those baby faces!

5 Boys Don't Cry

The subject of cowriter-director Kimberly Peirce's profound and profoundly disturbing debut feature is Brandon Teena, born Teena Brandon, a young woman in a Midwestern small town who reinvents herself as a young man and pays a tragic price for the desire to be true to herself. Teena's real story is sad and brutal enough. But Peirce burns through the awfulness and focuses on the deeper mysteries of sexual identity. The director is blessed too, with the searing performance of Hilary Swank in the year's most challenging female role.

6 Rosetta

An unflinching and compassionate intimate portrait of one girl's proud, desperate struggle for the ''normal'' life of employment and independence, and a magnificent study in understatement. Using their training as documentary filmmakers to track the small, sad daily rituals with which the shaky heroine hangs onto her dignity in the face of battering hardship, Belgian brothers/directors Luc and Jean-Pierre Dardenne create a harrowing yet all-too-believable world. This Cannes award winner is filmmaking with a social conscience at its finest.

7 Dick

The fact that luscious candy-cane starlets Kirsten Dunst and Michelle Williams weren't even born when the historical events they re-create took place — e.g., the infamous 1972 Watergate break-in that led to the downfall of President Richard M. Nixon — only adds to the many charms of an unlikely, hilarious political through- the-looking-glass reverie. Andrew Fleming's sophisticated scrambling of history (so that's the identity of Deep Throat!) is a teen-colored comedy that's actually a gift to grown-ups. Alas, Dick was proffered so clumsily this summer that almost nobody got a chance to enjoy it. Now's the time for it to become a cult video hit.

8 Topsy-Turvy

On the surface, Mike Leigh's enchanting period piece is about the partnership between 19th-century comic-opera kings William S. Gilbert and Sir Arthur Sullivan, particularly during the production of The Mikado. Beneath the surface, though, Leigh's loving, effortlessly organic costume drama — featuring a magnificent performance by the redoubtable Jim Broadbent as the dyspeptic Gilbert — is a gently profound contemplation of artistic creativity (and its toll on domestic happiness), the thrill of the collaborative process, and the unstoppable march of modern progress as one century gives way to another.

9 The Limey

When it comes to cutting and pasting time and action so that the whole is greater than the sum of its parts, no one beats Steven Soderbergh (on my top 10 list last year with Out of Sight). His cool caper, set in postmodern, '90s Los Angeles, brings out the best in a cast of groovy retro actors. And none is groovier than Terence Stamp, whose outsider character emerges from snippets of the actor's own performance some three decades ago in Ken Loach's Poor Cow—a nervy Soderberghian idea expertly played out.

10 The Talented Mr. Ripley

Anthony Minghella's beautiful, unsettling take on Patricia Highsmith's modern mystery classic is, in its way, the perfect bookend to All About My Mother. The first is all about women who are true to themselves. This chiller — a mesmerizing tango for Matt Damon and Jude Law — is all about the dark slipperiness of men. Minghella sustains Highsmith's unnerving psychic state of treacherous chameleonhood with exceptional confidence; the director also creates a gorgeous-looking picture, one that lulls us and then undoes us much as Damon's Ripley does