Oscar Nominee: Best Achievement in Sound Mixing

Thematically ambitious and emotionally complex, Clint Eastwood's Flags of Our Fathers is an intimate epic with much to say about war and the nature of heroism in America. Based on the non-fiction bestseller by James Bradley (with Ron Powers), and adapted by Million Dollar Baby screenwriter Paul Haggis (Jarhead screenwriter William Broyles Jr. wrote an earlier draft that was abandoned when Eastwood signed on to direct), this isn't so much a conventional war movie as it is a thought-provoking meditation on our collective need for heroes, even at the expense of those we deem heroic.

The director of Chicago, Rob Marshall, transports us into a mysterious and exotic world that casts a potent spell. A Cinderella story like no other, Memoirs Of A Geisha stars Zhang Ziyi, Ken Watanabe, Michelle Yeoh and Gong Li. "Gorgeously photographed, meticulously directed andihypnotically acted. Memoirs of A Geisha isiluxurious, ethereal andiintoxicating. It will leave you breathless." (Rex Reed, New York Observer)

From Hollywood's legendary Cocoanut Grove to the pioneering conquest of the wild blue yonder, Martin Scorsese's The Aviator celebrates old-school filmmaking at its finest. We say "old school" only because Scorsese's love of golden-age Hollywood is evident in his approach to his subject--Howard Hughes in his prime (played by Leonardo DiCaprio in his)--and especially in his technical mastery of the medium reflecting his love for classical filmmaking of the studio era.

After creating the last great traditionally animated film of the 20th century, The Iron Giant, filmmaker Brad Bird joined top-drawer studio Pixar to create this exciting, completely entertaining computer-animated film - The Incredibles. Bird gives us a family of "supers," a brood of five with special powers desperately trying to fit in with the 9-to-5 suburban lifestyle. Of course, in a more innocent world, Bob and Helen Parr were superheroes, Mr. Incredible and Elastigirl.

More than a few critics hailed Spider-Man 2 as "the best superhero movie ever," and there's no compelling reason to argue--thanks to a bigger budget, better special effects, and a dynamic, character-driven plot, it's a notch above Spider-Man in terms of emotional depth and rich comic-book sensibility. Ordinary People Oscar®-winner Alvin Sargent received screenplay credit, and celebrated author and comic-book expert Michael Chabon worked on the story, but it's director Sam Raimi's affinity for the material that brings Spidey 2 to vivid life.

Proving that truth is often greater than fiction, the handsome production of Seabiscuit offers a healthy alternative to Hollywood's staple diet of mayhem.

You won't need a bottle of rum to enjoy Pirates of the Caribbean: The Curse of the Black Pearl, especially if you've experienced the Disneyland theme-park ride that inspired it. There's a galleon's worth of fun in watching Johnny Depp's androgynous performance as Captain Jack Sparrow, a roguish pirate who could pass for the illegitimate spawn of rockers Keith Richards and Chrissie Hynde.

In the capable hands of director Peter Weir, Master and Commander: The Far Side of the World is a seafaring adventure like no other, impeccably authentic, dynamically cast, and thrilling enough to give any classic swashbuckler a run for its money. In adapting two of Patrick O'Brian's enormously popular novels about British naval hero Capt.

While Japan undergoes tumultuous transition to a more Westernized society in 1876-77, The Last Samurai gives epic sweep to an intimate story of cultures at a crossroads. In America, tormented Civil War veteran Capt. Nathan Algren (Tom Cruise) is coerced by a mercenary officer (Tony Goldwyn) to train the Japanese Emperor's troops in the use of modern weaponry. Opposing this "progress" is a rebellion of samurai warriors, holding fast to their traditions of honor despite strategic disadvantage.