1. The Dark Knight
My favorite film of the year and arguably the best superhero movie of all time. Christopher Nolan's gothic epic is heightened by the maniacal flair of Heath Ledger (R.I.P.) and the notable absence of Katie Holmes.
2. The Wrestler
Darren Aronofsky ("Requiem For A Dream") is a master of bleak storytelling, and he delivers the goods again in this quietly haunting tale of a man (Mickey Rourke) who can't let go of his '80s-based glory days.
On the flip side, "Happy-Go-Lucky" is a warm bubble bath of cheery optimism. Sally Hawkins shines as Poppy, a London teacher who drives some gloomy people crazy with her mega-positive attitude.
Ron Howard's nail-biting drama "Frost/Nixon," easily his best since 2001's "A Beautiful Mind," packs a mean political punch.
5. Dear Zachary
Kurt Kuenne's wham-pow documentary begins as an ode to his best friend but then taps into unforeseen horrors. Warning: This movie will make you cry. A lot.
Pixar scores again with the beautifully animated "Wall-E," which is like "E.T." meets "2001." It's a thoughtful story of a robot left to clean up a planet worth of mess left by humankind.
7. Vicky Cristina Barcelona
Woody Allen's breezy comic fable, featuring a standout supporting turn by Penelope Cruz, shows the aging director hasn't lost his sense of humor – or lust.
8. The Reader
Kate Winslet is nowhere near a Heavenly Creature in Stephen Daldry's effective, uncomfortable story of an elicit love affair that essentially ruins a man's (Ralph Fiennes) life.
9. Gran Torino
Clint Eastwood is possibly the world's greatest senior citizen badass in "Gran Torino," a sassy, curmudgeonly love letter to his fans.
10. Revolutionary Road
Kate Winslet and Leonardo DiCaprio play married folks leading lives of not-so-quiet desperation in this commanding, suburban drama.