Last week, due to time constraints, I just listed my top 10 films in The Rant. What follows below is what made each one special this year.

As we welcome 2004 it is time to look back at what were, in my opinion, the best films of the past year. With the exception of the first film noted, they are in no particular order:

1. LORD OF THE RINGS - RETURN OF THE KING: After seven years of toiling, director Peter Jackson saves the best for last in this third and final chapter of one of the most successful and acclaimed film series ever. Unless the academy decides to ignore the fantasy genre' like it has in the past ("Star Wars," "ET," the first two "Ring" films) look for this one to score Best Picture and Best Director.

2. COLD MOUNTAIN: A compelling story, romance and outstanding performances put this film deservedly on this list. Look for Renee Zelwegger to walk away with a Best Supporting Actress Oscar come February.

3. BIG FISH: How do you top working with Pee Wee Herman, Beetlejuice, Batman, the Headless Horseman and a bunch of damn, dirty apes? Well, if you're director Tim Burton you pull every trick out of your bag of magic and turn out the most visual and entertaining film of the past decade. An all star cast including sure Oscar nominee Albert Finney make this story even more delicious.

4. MYSTIC RIVER: At age 73, director Clint Eastwood has finally made THE film for which he will always be remembered. With a group of actors doing some of their best work ever and a story that holds you throughout, "Mystic River" is a movie that you will remember forever.

5. KILL BILL, Vol 1: Say what you want about Quentin Tarentino, he certainly has his finger on the pulse of the movie geeks. With Uma Thurman kicking butt in a track suit inspired by the late Bruce Lee and a fine supporting performance from Kung Fu film icon Sonny Chiba, Tarentino strikes movie gold again. Now, if only we get to SEE David Carridine in Vol 2................

6. SEABISCUIT: Take three men fighting their own demons and pair them with a horse that seems to be doing the same and you know you're in for a thrilling ride, excuse the pun. Tobey McGuire, Jeff Bridges and Chris Cooper find a common bond as, respectively, the jockey, the owner and the trainer, all facing the future while mourning their past.

7. FINDING NEMO: What looks to be the standard Disney formula -separate parent and child and see what happens- becomes the most colorful and entertaining film of the summer. With the voices of Albert Brooks and Ellen DeGeneres leading a perfectly chosen cast, "Nemo" was the perfect film for the whole family this past summer.

8. LOVE ACTUALLY: Maybe it's the romantic in me, but this film was possibly my favorite movie of the year (favorite as opposed to best, mind you). A great ensemble cast and a script that had at least ten moments I consider classic. Example: "You're the lobster in the Nativity Play?" "Yes, first lobster." "There was more then one lobster at the birth of Jesus?" "Duh!"

9. SOMETHING'S GOTTA GIVE: A romance for the ages and, more importantly, the aged. Jack Nicholson is the oldster who only dates women under 30 and Diane Keaton, in her best role since "Annie Hall" is the woman who slowly changes his mind.

10. THE LAST SAMURAI: Tom Cruise stars as a former Civil War hero enticed by the Japanese government to help them defeat the legendary Samurai warriors. After being exhausted in battle, Cruise is captured and begins to learn the ways of the men he thought were his enemy. Japanese actor Ken Watanabe excels in his US film debut.