3). EASTERN PROMISES- Dynamic, gripping mob story from David Cronenberg. Want to see Viggo Mortensen's acting range? Watch him here as a Russian mobster, then check him out in his previous team-up with Cronenberg, "A History of Violence." Cronenberg turns the film on its head almost 2/3 of the way through, and features the most memorable nude fight scene this side of "Borat."

4). MICHAEL CLAYTON- Riveting drama directed by and starring George Clooney, though Tom Wilkinson, playing a burned-out attorney who either went mad or grew some morals, owns the film.

5). SUPERBAD/KNOCKED UP- These, along with "The 40-Year-Old Virgin," comprise a male sex comedy/rom com trilogy that manages to make a bunch of horndog males into fully-fleshed characters who can be sensitive and immature at the same time. Apatow's men are brash, perverse, obscene, insecure, and ultimately loving. Not to mention hilarious.

6). THE KITE RUNNER- A heart-rending film that shows the lifestyle of the Afghan people, and dares to paint them as something other than anti-American. Great acting from a mostly-unknown cast and great direction and writing from Marc Forster ("Finding Neverland") and David Benioff ("The 25th Hour"), respectively.

7). TALK TO ME- Don Cheadle takes a hard edge as real-life radio shock jock Petey Greene, unapologetically black and loving it, who reflects civil unrest in the black community in the 1960s. Chiwetel Ejiofor and Cheadle make a formidable combination who are great to watch. The scene where Petey announces Martin Luther King's death brought me to tears.

8). AWAY FROM HER- A heartbreaking look at Alzheimer's disease from the husband's point of view, but with a bit of a hopeful outlook. Treats the disease and its ravaging effect with respect and care, and while Julie Christie's performance gets the publicity, it's Gordon Pinset's film, and he is magnificent.

9). MARGOT AT THE WEDDING- Fiendishly funny, yet touching. Nicole Kidman manages to make you root for a horribly unlikable person and not feel guilty about it afterwards, and Jack Black gives the best performance of his career.

10). RESCUE DAWN- A harrowing portrait of the physical and psychological damages of being a prisoner of war. After emaciating himself for "The Machinist," then packing on muscle for "Batman Begins," Christian Bale again loses an unhealthy amount of weight, as does costars Steve Zahn and Jeremy Davies.

Honorable Mention: "Once," "Enchanted," "Zodiac," "The Kingdom," "Waitress," "Grindhouse," "Black Snake Moan," "There Will Be Blood"*

*Due to a projector snafu, I only saw a portion of "There Will Be Blood," but it was looking like one of the year's best.