1. The Usual Suspects. Bryan Singer's dark, twisting crime thriller restores the old glory of film noir, then presses on into uncharted territory with Kevin Spacey, Stephen Baldwin, Kevin Pollak, Gabriel Byrne and Chazz Palminteri in tow. Best advice: See it twice. And look out for the dreaded Keyser Soze.

2. Leaving Las Vegas. Nicolas Cage and Elisabeth Shue look like Oscar contenders for their work in Mike Figgis's bleak tragicomedy about a burned-out writer drinking himself to death--with no regrets--in the neon wilderness of the Strip.

3. Crumb. For sheer fright and creepiness, few horror flicks can match Terry Zwigoff's probing, prying documentary about underground-comics pioneer R. Crumb and his bizarre family.

4. Apollo 13. Ron Howard's edge-of-the-seat thriller launches astronauts Tom Hanks, Kevin Bacon and Bill Paxton moonward, then puts them in harm's way.

5. Exotica. Canadian Atom Egoyan's challenging meditation on love, loss and reinvention is set, startlingly enough, in a postmodern Toronto strip club.

6. Get Shorty. The Travolta renewal continues in a sharp, witty take on Elmore Leonard's comic novel about crooks, Hollywood and the lure of celebrity. Is Gene Hackman any good as a third-rate director? Guess.

7. Kids. Photog Larry Clark scares complacent parents with an unblinking--if sometimes gratuitous--look at nihilistic teenagers in New York.

8. Carrington. Emma Thompson and the amazing Jonathan Pryce hook up in Christopher Hampton's moving study of the odd romance between English painter Dora Carrington and the homosexual biographer/ essayist Lytton Strachey.

9. Devil in a Blue Dress. Black private eye Easy Rollins comes to the screen courtesy of matinee idol Denzel Washington and deft director Carl Franklin.

10. Smoke. In a Brooklyn cigar store, Wayne Wang and novelist Paul Auster examine the power of families and the need for personal redemption.

WORST TEN OF 1995 1. The Scarlet Letter. For all this bomb's fidelity to Nathaniel Hawthorne, that big red "A" stitched to Demi Moore's breast may as well mean she's playing for the California Angels.

2. Outbreak. While Dr. Dustin Hoffman stalks a mutant African virus in his little yellow germ suit, General Donald Sutherland plays bad soldier.

3. A Walk in the Clouds. Gooey Keanu Reeves finds postwar love and Sangria-la in a Napa vineyard. Like Water for Chocolate director Alfonso Arau finds oblivion in Hollywood.

4. Oleanna. David Mamet's staged argument about men and women and teachers and students seemingly has no end. And no point.

5. Waterworld. For $200 million, Universal got Pacific storms, logistical nightmares and a web-toed, brain-locked Kevin Costner.

6. Congo. Stuff a tiny actress inside a gorilla suit, add some Michael Crichton drivel about a lost cache of diamonds, and you get bargain-basement Indiana Jones.

7. Batman Forever. God, let's hope not. For poor Val Kilmer's sake.
8. Destiny Turns on the Radio. Ten-cent mysticism, hip posing and sophomoric dialogue at a fleabag motel in Vegas.

9. Beyond Rangoon. Tour guide John Boorman ships us off to "captivating" Burma, where the personal problems of glum, numb (and possibly dumb) Dr. Patricia Arquette loom even larger than genocide.

10. Judge Dredd. Sly Stallone goes sub-Rambo, and that's waaaaaay down there.


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