Honorable mentions: The Weather Man ' Because Nicolas Cage and Michael Caine act up a storm in a difficult film that isn't so much "feel-good" as "feel-something." Elektra ' Because Jennifer Garner wasn't the only thing sexy or stylish about this surprisingly strong movie incarnation of the scarlet-clad comic book heroine. The Upside of Anger ' Because writer/director Mike Binder and costar Joan Allen prove that Kevin Costner still has a lot to offer in this smart and funny sleeper. The Corpse Bride ' Because Tim Burton is exactly the way we love our geniuses: mad, misunderstood and sweet as can be. The Island ' Because Michael Bay action movies always look better than they really are. March of the Penguins ' Because until Peter Jackson's Eighth Wonder of the World hit the big screen, the only other movie audiences went ape over this year was this dazzling documentary about a bunch of birds.
And now for the numbers:
10. Jarhead ' Because an unlikely director (American Beauty's Sam Mendes) and an up-and-coming star (Jake Gyllenhaal) made a brilliant movie about the many madnesses of war. Because of the postmodern poetry of the film's terse tagline: "Welcome to the Suck." Because Jarhead hews closer to David O. Russell's nihilistic Three Kings than to any guts-and-glory soldier story.
9. Walk the Line ' Because not even biopic conventions can make the life of Johnny Cash any less larger than life. Because Joaquin Phoenix lowers his voice and rises to the occasion. Because Reese Witherspoon's sunshiny sass pays loving tribute to the only woman strong enough to match the Man in Black. Because the film demonstrates just why Johnny and June still sang "Jackson" after all those years.
8. A History of Violence ' Because director David Cronenberg creates claustrophobic, compelling cinema that always keeps us guessing. Because Viggo Mortensen slyly subverts his own portrayal of mild-mannered, small-town-hero Tom Stall at every turn. Because an evil Ed Harris is an amazing Ed Harris.
7. (tie) Kingdom of Heaven and War of the Worlds ' Because both films frighten us with the idea that history (whether real and imagined) is beyond our control. Because Sir Ridley Scott continues to embrace a stunning style of panoramic filmmaking that never loses sight of his characters' intelligence and individuality. Because before Tom Cruise went crazy, we were actually interested.
6. The Chronicles of Narnia: The Lion, the Witch and the Wardrobe ' Because even the curmudgeonly C.S. Lewis would have recognized his timeless tale in director Andrew Adamson's high-tech adaptation. Because Liam Neeson's Aslan is majestic, Tilda Swinton's White Witch is chilling and Georgie Henley's Lucy Pevensie is charming. Because once James McAvoy got Mr. Tumnus right, all the rest was gravy.
5. King Kong ' Because super-size specialist Peter Jackson was the perfect director to get his hands on this damn dirty ape. Because Jackson respects an all-time classic, even if he falls ever-so-short of creating a modern one. Because all the computers on the planet would have gotten exactly nowhere without the marvelous monkey mimicry of actor Andy Serkis.
4. Good Night, and Good Luck ' Because George Clooney's memories of Edward R. Murrow are as black and white as the film Good Night was shot on. Because Clooney finally stopped making those silly Oceans movies, re-injecting the smartness into his irresistible smugness. Because Golden Globe-nominee David Strathairn does more with the arch of his eyebrow than most actors can do with their whole body.
3. Sin City ' Because Frank Miller is an American storyteller whose medium of choice doesn't garner enough respect. Because the only guys who could make a noir like nothing you've ever seen are the hyper, Hollywood-shunning Robert Rodriguez and his little friend Quentin Tarantino. Because burly, bruising actors like Powers Boothe, Bruce Willis and Mickey Rourke have never chewed more scenery with less shame.
2. The Constant Gardener ' Because it's a passionate love story masquerading as a taut political thriller. Because Ralph Fiennes and Rachel Weisz play impossibly ill-matched lovers first caught in their own intractability and then in the crushing cogs of an international conspiracy. Because in the end, this is a message movie ' it's just not the message you're expecting.
1. Batman Begins ' Because indie director Christopher Nolan and indie it-boy Christian Bale step up to the Bat with all the humor and heart the Dark Knight deserves. Because Nolan makes the first art-film action blockbuster. Because hopefully it's not his last.
in case you missed it