1) IN THE SPIRIT
The film, written by Jeannie Berlin and Laurie Jones and directed by Sandra Seacat, stars Marlo Thomas and Elaine May. as Reva and Marianne. Hilarious and outstanding performances from Marlo, Elaine, Jeannie, Laurie, Melanie Griffith, Olympia Dukakis and Peter Falk.
2) GOODFELLAS
The film that makes you believe that film can be art and and entertainment.
3) GRIFTERS
Stephen Frears created an instant classic and Anjelica Houston, Annette Bening and John Cusak are at the top of their game.
4) JOE VERSUS VOLCANO
This comedy classic comes in at number four? "I have no response to that."
5) BIRD ON A WIRE
Goldie Hawn teams up with Mel Gibson for one of the liveliest action films of this or any other year.
6) GHOST
Demi Moore makes you believe. A classic performance that, even all these years later, is still underrated.
7) AFTER DARK, MY SWEET
Rachel Ward's the femme fatal, Bruce Dern's the epitome of corruption and Jason Patric is the mark begging to be taken for a ride in this film noir classic directed by James Foley.
8) ALICE
Mia Farrow's last great performance. In this Woody Allen film, she interacts with Alec Baldwin, Cybill Shepherd, Joe Mantegna, Judy Davis, Bernadette Peters, Gwen Verdon, Holland Taylor, Keye Luke, William Hurt, Blythe Danner and Patrick O'Neal -- among others.
9) THE GODFATHER PART III
Al Pacino is haunting and Diane Keaton breaks your heart in this film filled with memorable moments and due for a reappraisal.
10) PRETTY WOMAN
For us, it's Viv (Julia Roberts) and Kit (Laura San Giacoma) that make the film and if you don't agree with us, go rest up by Monty Hall or Esther Wilson -- Esther Williams, where you belong.
11) HOUSE PARTY
Martin Lawrence, Tisha Campbell and George Clinton? Damn, what on earth would make you call his mother a gardening tool?
12) SIBLING RIVALRIES
Kirstie Alley and Jami Gertz are wonderful in this comedy. Kirstie feels she fails at everything and her sister Jami tries to lift her spirits by pointing out all those great short stories she used to write. Kirstie responds, "Those weren't short stories. Those were novels. I just never finished them." Cast also includes Ed O'Neill, Sam Elliott, Bill Pullman, Frances Sternhagen, Scott Bakula and John Randolph.
13) WHITE PALACE
A steamy love story featuring excellent performances from Susan Sarandon and James Spader.
14) I LOVE YOU TO DEATH
Lawrence Kasdan directs this comedy classic where Tracey Ullman's had it with her cheating husband Kevin Kline. River Phoenix is in love with her and he and her mother (Joan Plowright) attempt to help her kill him so they hire two stoners (Keanu Reeves and William Hurt) to kill him.
15)EVERYBODY WINS
Debra Winger. That's all -- Debra Winger. Yes, Nick Notle is very good in this film but Debra is excellent and probably delivered the best performance of the year -- by an actor or actress -- in this film.
16) MEN DON'T LEAVE
Jessica Lange's husband dies leaving her to raise their two sons (one of which is Chris O'Donnell). She sells the home and ends up working for a hideous boss (Kathy Bates) but at least she's got a neighbor (Joan Cusack) who understands the power of balloons.
17) TWO JAKES
A much maligned classic. It's not CHINATOWN!!!! And it's not supposed to be. We wish Nicholson would come out of retirement to complete the planned third film in the trilogy.
18) Q & A
Another strong performance from Nick Nolte in this Sidney Lumet classic.
19) WILD AT HEART
Laura Dern, Nicholas Cage, Harry Dean Stanton and Crispin Glover are great in this David Lynch film, yes, but we really think the film belongs to Diane Ladd.
20) TEXASVILLE
Peter Bogdanovich paints a water color this go round. People were expecting something else and missed what was offered.
Honorable mention: METROPOLITAN