1. BEFORE SUNSET/SIDEWAYS: Superb writing and acting, unobtrusive but expert direction and, above all, unflagging intelligence made these two observant, romantic misadventures the best films of the year. Imagine that working; Hollywood usually doesn't.
2. CONTROL ROOM: In the flood of political documentaries, this was the only one that encouraged us to question messages from all sides, including whichever side we like to believe. ... And, crucially, to suspect parts of "Control Room" itself. Neither Michael Moore nor Bill O'Reilly will ever understand that kind of honesty, the rest of us need to.
3. BAD EDUCATION/KINSEY/THE MOTHER: In this red state nightmare trifecta, badly behaving gays, sex researchers with murky motives and a granny who refuses to be a proper bereaved widow powerfully proved that to deny desire is to undervalue one's own, and everybody else's, humanity. And if these ingenious films are any indication, being naughty can also lead to great art.
4. I (HEART) HUCKABEES: The search for spiritual peace in our corrupt modern world is funny, people! Or can be, if it doesn't leave you too traumatized. Just like we all do when we seek to know what it's all about, Davd Russell's one-of-a-kind riff on life's great cosmic joke danced on the edge of profundity and inanity. Only more gracefully.
5. DOGVILLE/THE FIVE OBSTRUCTIONS: Lars von Trier is Europe's most provocative mad movie scientist. These two films -- a three-hour, bare-stage critique of provincialism and power (with Nicole Kidman's best-ever film performance), and a playfully sadistic "making of" documentary like no other -- broke down everything we take for granted at the movies, then built their own unique forms out of the rubble.
6. MILLION DOLLAR BABY: Clint Eastwood delivers another masterpiece. This is not news anymore. Oh, it's a lady boxer movie. Well, that's, uh, unexpected. It also contains Clint's best acting and directing work to date. And it's an unparalleled example of lighting and tonal control. OK, then; media duly alerted.
7. THE BLIND SWORDSMAN (ZATOICHI)/HOUSE OF FLYING DAGGERS/KILL BILL -- VOL. 2: Martial-arts movies got taken in all kinds of imaginative directions this year by Japanese (Takeshi Kitano), Chinese (Zhang Yimou) and American (Quentin Tarantino) directors with limited experience in the genre. It showed, beautifully, in an exhilarating explosion of new ideas and broken tired rules.
8. RAY: Jamie Foxx's channeling of soul legend Charles was nothing short of phenomenal, but the presentation of music, cultural history and the blind genius' understandably darker qualities made for a rocking movie that never missed a high note -- and man, were there plenty of them.
9. GOOD BYE LENIN!/NOTRE MUSIQUE: One thing that we should acknowledge Europeans know: No matter how much the world progresses, man's propensity for self-delusion and violence will always prevent paradise on Earth. Two totally different filmmakers, young German ironist Wolfgang Becker and grizzled French New Waver Jean-Luc Godard, got to the core of this matter with a post-communist family comedy and a hyper-aestheticized philosophical essay. The real connection? Both films still have hope.
10. THE INCREDIBLES: The first big, computer-animated feature that expressed its director's personal worldview, Brad Bird's superhero satire was also faster, funnier and more visually distinctive than anything the still-young format has seen before. Fight mediocrity, heck yeah!