Film is of the mind, as life is of the mind. Film’s primary component—writing as translated into a screenplay—begins in the mind and returns to its point of origin by way of visual and aural components. Thus, in the beginning was the word and it became film. As such, the good to great films are the best written and play primarily to the mind.

Any good film is composed of the necessary elements of writing, visuality (cinematography), sound and so on—all of which necessarily appeal to the senses and which are driven back to the mind. Acting, of course, combines all the elements and is embodied in human beings, who are themselves a creation and, thus, extensions of the word.

Since the life of the mind is the essence of existence, it stands to reason that fine art should primarily be concerned with the truth or truths that reside therein. Although in an existence that often blurs distinctions such actualities may often be indiscernible. Nonetheless, the quest for truth defines the art form, including film.

This means there are not many great films, since most play to the guttural instincts. And greatness, as we define the term, is relative to any art form. Indeed, excellence in any field, because of the frailty and flaws inherent in human nature, is always a rarity.

Thus, in any year, choosing ten films that possibly represent the best is difficult. Often the problem facing the reviewer is finding ten that can be called the best. 2001, however, is an exception. For whatever reason—mainly due, however, to the long shadow cast by independent film—there were more quality films this year. The following are ten of those.

1. Memento (R, 113 minutes). This film is an unforgettable trip into the mind of Leonard Shelby (Guy Pearce), who is a man with no short-term memory. He hasn’t been able to form memories since the night his wife was murdered and is driven to find her killer. However, for whatever reason, he has no way of remembering names, dates, places, facts and faces. Instead, he tattoos himself with mementos of his search. When someone knows his name, he checks his Polaroids to see if he knows the person. Thus, Shelby is composed of many questions. Does he like this person? Can he trust this person? Is this person the killer? Shelby has no clue unless he’s scribbled a note to himself.

Writer/director Christopher Nolan places his camera in Shelby’s head, and the viewer sees through Shelby’s confused eyes. However, the initial revenge killing is the end of the story. And like a person with no short-term memory, you never know what happened before the current scene. Thus, you’re condemned to live the story in reverse order, along with Shelby.

What makes this film flow is director Nolan’s penchant for storytelling. Although you might become frustrated because Shelby’s world is so disoriented, you’re forced to the very last second of the film. My suggestion is to sit back, relax and try to figure out just how demented, twisted and complex Shelby’s world is. And in the process, you might realize that your world is very much the same.

2. Sexy Beast (R, 88 minutes). Director Jonathan Glazer, who has built a reputation for his dazzling Guinness beer spots, gives us a blood-curdling, violent film that, at points, has you giggling where you should be flinching. Gal (Ray Winstone) is a retired criminal enjoying retirement in Spain with friends and the woman he is devoted to. Gal’s punctuated illusion is shattered by the arrival of Don Logan (Ben Kingsley in one of his best performances ever), a menacing psychotic who wants Gal for one last, spectacular heist job. Gal is resistant, but Logan is persistent and will do anything to force Gal back into the saddle.

The brilliance of this film is that it manages to combine so many disparate elements of film into a cohesive and highly entertaining whole—thriller, comedy and love story. Glazer definitely knows how to write, and he definitely knows how to visually portray his subject. He interweaves reality with illusion and dream with an artist’s touch.

3. The Devil’s Backbone (R, 106 minutes, Spanish, subtitles). Guillermo del Toro’s first film, Cronos (1994), is one of the best and bloodiest vampire films ever made. He returned with Mimic (1997), another horror flick and is now set to direct the follow-up to the 1998 Blade. With The Devil’s Backbone, del Toro out-Lynches David Lynch, but with more coherence as he takes us to his own universe of childhood fears. There no one is really what he appears to be, and nothing is more illusory than reality.

Directed and co-written by del Toro, the film centers on a child who is left stranded at an orphanage during the Spanish Civil War. From there, the film focuses on the life of the teachers and children who have been kept shielded from the war and the fear and danger that surrounds them. However, inside the prison walls of the orphanage, security is an illusion and someone not of this world lives there who seeks revenge for his death.

The screenplay for this film sings. However, del Toro, who reunites with Cronos cinematographer Guillermo Navarro, has a cinematic eye second to none. The director creates a Gothic drama that is compelling, even if you’re turned off by subtitles. This film will keep you engaged throughout. Fine performances by Federico Luppi, Marisa Paredes and Eduardo Noriega.

4. Mulholland Drive (R, 146 minutes). David Lynch does not so much direct films as throw them at you. Even when nothing is happening, somehow Lynch makes it suspenseful. His genius is that he intersperses what some may think to be cheap tricks with masterful cinemagraphic techniques that keep you on the edge of your seat. One watching of this film will have you asking what you have seen. Lynch layers his plot with so many facts that there is no way that it will come together quickly. Indeed, the plot of this film is overshadowed by its theme, mood, character development and Lynch’s filming techniques.

In a dual role, Naomi Watts (Betty Elms/Diane Selwyn) displays an intricate versatility. The rest of the cast, in Lynchian fashion, is enormously strange but engaging.

5. Donnie Darko (R, 122 minutes). Director Richard Kelly’s Donnie Darko is one of the year’s surprises. This film is highly original and is a wonderful piece of filmmaking. Darko is a disturbed adolescent from a semi-functional, upper middle-class family. Darko, however, is a brilliant kid who possesses the rare gift of foresight. And, with his strange rabbit friend as his guide, he actually has a chance at redemption. This film is a dark ride into the darker side. But, to those who remember high school and you weren’t a cheerleader or a football player, you soon sympathize with Darko’s pissed-off attitude toward the ridiculous, absurd nature of adolescence and the forced-down lifestyle perpetuated by mindless educators.

Jake Gyllenhaal’s performance as Darko merits attention, along with a fine supporting cast.

6. Waking Life (R, 99 minutes). Richard Linklater’s Waking Life is a surreal roller coaster ride into the dream life of a man who encounters many characters. His journey becomes one of meaning, perception and the reality—or non-reality—of human existence.

Waking Life is concerned with the mysteries of life and, in the end, focuses on our spiritual existence. This film blasts you perceptually with constantly varying animation styles. It takes time—about one-third of the way through the film—for you to adjust to the fact that maybe what we call reality is really animated existence.

What if what we see as waking life is really a dream of God and at some mercurial wisps we are lost in the vortex of time? Linklater’s Waking Life is an intellectual parade of a myriad of viewpoints and conflicting opinions of people who, if gathered together in a single room, would probably not disagree. In fact, they would all probably agree on one point—that is, that nothing is quite certain in what we may believe to be waking life and that nothing is more certain than what we dream.

Waking Life is a challenge to the modern conception that seems to permeate belief systems. Is there a spiritual reality beyond materialism? Can we ever really know what we know? Is our end really our beginning?

7. Under the Sand (R, 96 minutes, French, subtitles). François Ozon’s moving drama about a woman’s yearning for her dead husband is one of the better French films of recent years. Marie Drillon (Charlotte Rampling) is a professor of English literature at a Paris university whose husband apparently drowns in the ocean house while they are on holiday. Unable to cope, Marie creates the illusion that her husband is yet alive and continues to interact with him upon her return home. There is a thin line between death and life and spirits may live on, even if they’re only mental apparitions.

However, it’s not so much the story that’s intriguing about this film, it’s Rampling’s amazing performance. Through her sensitive handling of her character, it is easy to forget the effort that must have gone into her performance in depicting an intelligent woman slowly going to pieces. Moreover, Ozon managed to capture the special sensuality of an older woman, which, considering the sexual ambience of Rampling, may not have been all that difficult to undertake.

8. The Deep End (R, 100 minutes). This is a modern retelling of Max Ophuls’ 1946 thriller, The Reckless Moment. The film centers on the theme of self-sacrifice—in particular, the sacrifice of a mother who, in order to protect her son, places herself in harm’s way. Margaret Hall (Tilda Swinton) is a mother of three who is willing to do whatever it takes to keep her family safe from the forces that follow her teenage son home one night from a seedy nightclub. Frightening events are set in motion when Margaret, caught within the throngs of the unpredictability of life, tries to cover up the accidental death of her son’s deceitful friend. This inevitably leads to a subplot of blackmail and intrigue.

The Deep End, poignantly filmed by directors Scott McGehee and David Siegel, is driven by the overwhelming performance of Swinton. She is a brilliant post-feminist actress whose work sheds light on the paradoxes of femininity and female power.

9. In the Bedroom (R, 130 minutes). First-time director Todd Field tells this simple and honest, but brutally powerful, story well. Set in Maine, the Fowler family’s apparent peace is superficial and is soon busted all-to-hell when a bullet fells their only son. Matt Fowler (Tom Wilkinson) and his wife Ruth (Sissy Spacek) find that when isolated, their marriage, like the ocean that breaks against the Maine shore, is full of undertow. Swirling outside their leaking ship of a marriage, the murderer of their son may go free. So mom and dad decide to do something about it.

Field (who co-wrote the screenplay with Robert Festinger) forces the viewer through a self-invasive, heartfelt ride with familial and emotional conflicts of the main characters in the film. Indeed, it is extremely difficult to avoid some identification with the conflicts because of the raw emotional power imbued in the scenes, especially between those involving Wilkinson and Spacek.

If any film ever personified the essence of fine writing, it is In the Bedroom. And Field’s handling of the actors borders on magnificent. Tom Wilkinson, a character actor in numerous films, emerges here as a candidate for a best actor Oscar. And the buzz has already been started on behalf on Spacek. The supporting cast is very good as well, including Marisa Tomei, Nick Stahl and William Mapother.

10. Ghost World (R, 111 minutes). Terry Zwigoff’s 1995 film Crumb received acclaim for its honest dissection of the famed cartoonist’s life. In Ghost World, Zwigoff ventures into the fictional world of best friends Enid and Rebecca, who have graduated from high school and find themselves forced to cope with the "real" world. Enid (Thora Birch) is a counter-culture rebel who hates this world of frauds and losers. As a consequence, she has trouble fitting into day-to-day life and has a difficult time getting and keeping a job. Then one day the girls decide to play a prank on a lonely, middle-aged loser named Seymour (Steve Buscemi). Their plan backfires, and Enid finds herself drawn into Seymour’s rather drab but kinky world.

Zwigoff directs the film based on a script by Dan Clowes, who created the original comic book "Ghost World."

This strange film is dominated by two fine performances. Young Thora Birch carries her role well, but it is Steve Buscemi’s acting that dominates.