As Fox News Channel's entertainment guy, I've seen more than 200 films this year. I'm pretty tired, and have eaten way too many Twizzlers along the way. But I still had time to rank my Top 10 Movies of 2001.

No. 10 — or maybe I should call it 0-1 — is the incredibly inventive Memento. It's as intriguing for the audience as it is for star Guy Pearce, whose short-term memory loss has the movie retracing his own steps. It plays out backwards, then forwards, then a little sideways. The scene where he's not sure whether he's being chased or doing the chasing is a modern classic.

No. 9 is really five short films, but they add up to one really cool drive. BMW gave five great directors all the cars they could crash and told them to make the ultimate driving machine the star. Collectively, they're called The Hire. Actually, the vehicles get upstaged by Croupier's Clive Owen, who looks like he's auditioning to play James Bond when Pierce Brosnan hangs up his double-entendres. Ang Lee, John Frankenheimer and Guy Ritchie are just three of the directors. Ritchie even got Madonna to star as herself a spoiled rotten pop star. Nice to see her out of the driver's seat for once.

No. 8 is the knockout of the year for the artist formerly known as the Fresh Prince. Ali is a triumph of 'Will' and spirit. He is the greatest. An Oscar nomination will be in Will Smith's corner, along with co-star Jamie Foxx. How good is Smith? Here's a recent exchange between the actor and the Fox News Anchor.

McCuddy: (extending his arm) "I've been working out. Feel this."

Smith: "Oooooh."

McCuddy: "You ARE a good actor."

Smith: "HAHAHAHA!"

If I told you that No. 7 was about a karaoke singer and his manager, and the biggest star in it is Garrett Morris from the original Saturday Night Live, would you at least consider renting it? Believe me, you should. It's called Jackpot and it's an offbeat tune that takes the audience into a completely original world of small town karaoke bars and big city dreams.

No. 6 is a NAFTA bonanza the Mexican import Amores Perros that Berlitzes into "Love's a Bitch." Three storylines deal with the relationships between people and their dogs. I'm not kidding about that or about how great the film is.

No. 5 is on the list because it Can-Can-Can! I have never been in a movie theater where people rolled their eyes in the first 10 minutes and then cheered by the end of the third song. Moulin Rouge gave me one of the most unique experiences at the movies all year long: Nicole Kidman and Ewan McGregor can both sing. The whole thing is eye-popping. I know they're belting out modern songs but, hey, all you need is love!

No. 4? Yes it's long. Yes, the books were called unfilmable. And yes, you're only getting the first third of the trilogy. None of that matters because The Lord of the Rings is real, honest-to-goodness magic. Plus, lead character Frodo can kick Harry Potter's pointy hat. I usually hate this genre, but I can't wait for the next one.

No. 3 is so good it will probably mean "two in a row for Crowe." Oscars, that is. This time, our gladiator Russell Crowe is battling his own Beautiful Mind. It's the mostly true story of a Princeton math genius and his emotional equations. The way this film deals with schizophrenia and calculus and continues to entertain is astounding. It's a master's thesis from director Ron Howard, stepping Opie up several notches in Cred-ville. This is his makeup gift for last year's Grinch.

No. 2 welcomes back the great Sissy Spacek. The wonder of In The Bedroom is that it deliberately pulls us into its slow, methodical pacing and then delivers an ending that's a real velvet sledgehammer. Marisa Tomei also gives the performance of her career. Just don't bring up Oscars around her:

Tomei: "I think you guys worry about that stuff more than we do."

OK, OK, Sally Field, but we like you. We really, really like you.

And the No. 1 movie of the year?

Voila! It's the French pastry Amelie. Without putting too fine or too trivial a point on it, this has been one tough year for everyone. After Sept. 11 a lot of filmmakers were trying to decide what audiences wanted. For many like me, it was something uplifting, engaging and from another land. Maybe that's why Amelie is the most successful French-language film ever. It's even made a few francs over here.

One of the real reasons for the film's success is probably 23-year-old star Audrey Tautou's big doe eyes. They can make just about anyone go "Doh!" Amelie is just a waitress, but she helps people; she's on a one-woman crusade to give fate a nudge. That's all I'll say, except this: I didn't have a better time at the movies all year long. Find this film, wherever you can. Like the poster says, she'll change your life.

Bill McCuddy hosts a Fox News Channel special "Hollywood for the Holidays" over the Christmas weekend. Among the highlights: conversations with Tom Cruise, Tim Allen and Will Smith, and a special film tribute to the Twin Towers. Check local listings for times.