THE BEST CINEMA OF 1997

1 L.A. CONFIDENTIAL Everybody knows the rudiments of the classic film-noir manner: chiaroscuro lighting, labyrinthine plots, dialogue written in battery acid. Working up imitations of it has become one of modern Hollywood's minor vices. But--a point usually missed--the style was never an end in itself. At its best it conveyed an idea about how the rottenness of big cities touches everyone, high and low, respectable and raffish. Director Curtis Hanson, working off James Ellroy's bitterly brewed novel about corrupt 1950s cops, gets that wonderfully right in a smart, complex film that exuberantly mixes comic excess, melodramatic pressure, romantic rue and an almost casual murderousness.

2 Ponette How can a child cope with her mother's violent death? Little Ponette (the amazing Victoire Thivisol) simply refuses to believe her mother is gone and waits desperately for her return. In a morbid year for films, Jacques Doillon's shattering French drama gets at a rare truth: surrendering to grief can give one a reason to live.

3 Chasing Amy Underground-comix artists pair off, then square off in this romantic tragicomedy. He's full of sweetly uncomprehending machismo, she's gay but nervously alert to other possibilities. And auteur Kevin Smith (Clerks) has the best Gen X files in the business, full of compassionate observations on its mysterious manners and morals.

4 In the Company of Men Gamesmanship '90s-style: a nasty corporate jock sets up a woman--and his soft-willed colleague--for the betrayal of their middle-class lives. Neil LaBute's Freon-cool comedy, made for a preposterously low $25,000, outraged viewers who didn't get the dark joke or the narrative suavity. See it with someone you're sure loves you.

5 Oscar and Lucinda Bold heiress, sensitive clergyman, sinful passion, a trek into the wilderness. Sounds like one of those "classic" novels you'll never get around to. Don't despair. Gillian Armstrong and her stars, Ralph Fiennes and Cate Blanchett, find something feverishly unsettling under the black robes of Victorian propriety.

6 Face/Off In this schizoid actioner, John Woo harnesses his explosive visual finesse to a mad fable of two men (Nicolas Cage and John Travolta) who become what they most hate: each other. Hollywood high concept meets Hong Kong turbo technique for double the pleasure, double the art. Woo's best since Bullet in the Head.

7 Amistad Again Steven Spielberg puts his craftsmanship in the service of moral seriousness. Again, in this true tale of a slave mutiny and its nightmare aftermath, he creates a gripping portrait of human decency mobilized to help an inhumanly abused minority. Again he unsentimentally places us in touch with our best sentiments.

8 Eve's Bayou "The summer I killed my father, I was 10 years old." With these words, writer-director Kasi Lemmons begins a story of family love, lust and deceit. Samuel L. Jackson and Debbi Morgan shine in--what? The best film ever made by a black American? Could well be. The year's most haunting family drama? You bet.

9 Welcome to Sarajevo War-loving, war weary, a journalist rescues an orphan from the Bosnian chaos but can't explain his sudden fall into grace. Michael Winterbottom's film dares to suggest that small acts of goodness cannot stem the vast tides of historical tragedy. In movies, that's an unexpected--and sobering--perspective.

10 Gabbeh Tough heroes, winsome kids, things that blow up in the night--can there be another way to make movies? Yes, in this lyrical fable of a woman who literally lives in the weave of a carpet while she awaits her lost love. Iran's Mohsen Makhmalbaf is a weaver too, of sweet dreams, vivid colors and magical filmmaking.