1. L.A. Confidential. Directed Curtis Hanson revives Fifties noir in high style. Kevin Spacey, Russell Crowe and Kim Bassinger wallow in the mire and betrayals.
2. Mrs. Brown. Was Queen Victoria hot for her manservant? Dame Judi Dench convinces in a model of film literacy.
3. Boogie Nights. Rootless Seventies porn stars yearn for home and hearth -- and revive surrogate dad Burt Reynolds's career.
4. Ulee's Gold. Unappreciated Peter Fonda shines as a quiet beekeeper facing hard choices.
5. The Ice Storm. Dark family disorder in Connecticut, courtesy of Kevin Kline, Joan Allen and some amazing teenagers.
6. Shall We Dance? Miracle afoot: A Japanese drone is reborn when he learns the fox-trot.
7. Amistad. Forget the controversies. Spielberg's take on slavery and freedom is stirring.
8. The Sweet Hereafter. Ambitious Canadiam Atom Egoyan tackles grief and redemption in tale of a bus crash, the townspeople and a lawyer.
9. Donnie Brasco. Pacino and Depp make a great folie a deux as low-rent mobster and undercover cop.
10. Face/Off. The cleverest of the high-tech action pix, with Travolta and Cage in switcheroo roles.
10 Worst Movies of 1997
1. Speed 2: Cruise Control. The tedious sequel, on an ocean liner now, remains strictly in low gear.
2. The Postman. Dim egotist Kevin Costner remakes disastrous Waterworld on dry land.
3. Lost Highway. Twin Peaks con artist David Lynch drives logic into a ditch.
4. Crash. Ditto David Cronenberg, who finds car accidents erotic. Ask Princess Di's bodyguard.
5. Titanic. Two hundred mil doesn't buy zilch -- unless you've got a story on board.
6. The Edge. David Mamet's male warfare doesn't play in the wilderness -- despite Anthony Hopkins.
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7. Fierce Creatures. Sequel to splendid A Fish Called Wanda is a comedy out of water -- and luck.
8. 8 Heads in a Duffel Bag. The title says it all about Joe Pesci's taste for self-parody.
9. Volcano. Tommy Lee Jones and Anne Heche get mired in a load of...lava.
10. Hotel de Love. Maddening romantic comedy reveals the Aussie gift for clumsiness.