All in all, I thought it was an extraordinary year at the movies—certainly the best in recent memory. (That might explain my rather self-indulgently long list of “honorable mentions.”)

1. No Country for Old Men- The Coen brothers have a created a nouveau Western of sickening violence and dread. Javier Bardem’s villain will chill you to the core (yes, the ridiculous pageboy somehow makes him scarier); Tommy Lee Jones breaks your heart as the mournful town sheriff who realizes that he’s no match for today’s lawless landscape; and, in the Coens’ masterful hands, there’s unspeakable menace in every crawl space, keyhole, and corridor. Oh, and did I mention that the film is darkly funny, too?

2. Juno- She’s whip smart. She’s balls-out funny. She’s a little crabby. In short, Ellen Page’s Juno is unlike any movie  heroine you’ve ever seen. Partly this is because first-time screenwriter Diablo Cody has written a character—a pregnant teen who decides to give her baby to a squeaky clean Yuppie couple—for the ages. And it’s also because, in Cody’s muse Ellen Page, a true star is born. The tomboyish actress wins us over with her snub-nosed beauty and droll way with a one-liner, and breaks our hearts by showing us the secret longing beneath that snarky exterior.

3. Sweeney Todd- So what if Johnny Depp and Helena Bonham Carter aren’t great singers? They’re great actors, and they bring Stephen Sondheim’s ghoulish characters delightfully (and gruesomely) to life. It seems that director Tim Burton was born to adapt his play. His extraordinary visual flair, his passion for the macabre, his affinity for the world’s freaks and outcasts—all come together perfectly in this eye-popping, blood-spurting, brilliantly entertaining production.

4. Lars and the Real Girl- Man-child buys a sex doll on the Internet and believes her to be his real girlfriend—friends and church folk play along to help him “work through” his delusion. The premise shouldn’t work—we expect it to either be a tawdry sex comedy or some unbearably precious indie creation—and yet it does, miraculously. Give credit to the cast—Ryan Gosling as the man, Patricia Clarkson as his wise therapist, Paul Schneider and Emily Mortimer as his befuddled (but doting) brother and sister-in-law. But mostly give credit to a dazzling script by Nancy Oliver—she manages to bring out the universal in her absurd premise, making Lars’s predicament both slyly funny and unexpectedly touching.

5. Into the Wild- There are those who think that Christopher McCandless—the real-life young man of privilege who dropped out of society, renamed himself Alex Supertramp, and died, horribly ill-equipped, in the wilds of Alaska—was naïve, selfish, self-aggrandizing. And there are those who think he was a poet, a prophet, an inspiration. The beauty of Sean Penn’s perfectly calibrated film—anchored by a starmaking performance by Emile Hirsch—is that he manages to show that both sides were right.

6. There Will Be Blood- Paul Thomas Anderson’s devastating portrait of a corrupt oil man (Daniel Day Lewis) who wreaks havoc on an unsuspecting  Texas town in the early 1900s is deeply weird and undeniably brilliant. Some have criticized the film’s gory, rococo ending: Did they not note the film’s title?

7. Ratatouille- The Triplets of Belleville meets Tom and Jerry meets the Food Network. That’s one way to describe this beautiful animation (from those geniuses at Pixar . . . who else?) about a gourmet rat in Paris who teams up with a hapless chef to create culinary—and movie—magic. As the voice of the cranky critic who is simply waiting for one truly great meal, Peter O’Toole nearly steals the show.

8. The Diving Bell and the Butterfly- How can you make a film completely from the P.O.V. of a man trapped in a waking coma (so-called “locked in syndrome”) who can only express himself by blinking his one good eye? Director Julian Schnabel does it, masterfully, by focusing on that one-eyed perspective—people loom, they come in and out of focus, they step out of frame—and by letting our hero’s memory and imagination (including a still healthy libido) soar. That this is based on the true story of Jean Dominique Bauby, the French Elle editor who was struck down by a stroke in the prime of his life (and who blinked out the autobiographical work that the film is based on) makes it all the more powerful.

9. Atonement- At the onset of World War II, a precocious young girl (haunting Saoirse Ronan) makes a horrible mistake: she accuses a promising young man—her sister’s lover—of a crime he didn’t commit. The reasons why she told this lie—and the consequences of her actions—are revealed in surprising and devastating ways. With the brattily beautiful Keira Knightley as the slightly haughty older sister, dashing James McAvoy as the ruined young man, and Vanessa Redgrave, in what amounts to a cameo-as-master-class, as the doleful adult version of the little girl.

10. The Savages- An adult brother and sister have to care for their estranged father, who is dying, while both still dealing with the consequences of his abandonment. Laura Linney gives what is possibly a career-best performance as Wendy Savage, a pushing-40 playwright who is having a joyless affair with a married man, and who takes perverse pleasure in both her own lies (she drops them like tiny, conversational atom bombs), and her own melodramatic sense of nobility (it’s her martyr complex that allows her to lie with such guilelessness.) Watching Linney work with Philip Seymour Hoffman, who plays her world-weary brother—a man who hides his own vulnerability behind a baggy parka and pounds of girth—is a rare cinematic treat. We get to watch two of America’s great actors play off each other, in a script (by Tamara Jenkins) that is worthy of their gifts.

Honorable mention: Away From Her, Before the Devil Knows You’re Dead, Crazy Love, The Hoax, I’m Not There, Lust Caution, Rescue Dawn, Rocket Science, Sicko, Superbad, Waitress, Zodiac.

I’ve decided to break these down into three separate categories:

RG-really good
BTYT-better than you think
EB-enjoyably bad

Reign Over Me (RG) – Maybe it was Adam Sandler’s frizzy hair (he looked more like Bob Dylan than Cate Blanchett does). Maybe it was the slightly annoying strain of male fantasy wish-fulfillment that permeates all of writer/director Mike Binder’s work. (He was also responsible for that lousy HBO series, "The Mind of the Married Man.") Whatever the case, I thought the critics really missed the boat on this one. It’s about a man (Sandler) who loses his whole family on 9/11 and retreats into a state of permanent adolescence. He is helped by an old friend (Don Cheadle), a reasonably happily married therapist who, on some subconscious level, secretly envies his friend’s new freedom. The film, which could have sunk into mawkishness, has a surprisingly deft touch and is often quite insightful. It almost excuses Sandler for I Now Pronounce You Chuck and Larry.

The Hoax (RG) – Gere’s best performance of the year—and no, that’s not damning with faint praise—in this true story about Clifford Irving, a down on his luck writer who claims he’s been given exclusive authority to write Howard Hughes’s memoir. While Irving lies with such panache he begins to believe his own bullshit, his fretful business partner (Alfred Molina, nearly stealing the show) can’t bluff his way out of a paper bag. They make for a great comedic team—until things get horribly, and predictably, out of control.

Jane Austen Book Club (RG) – I actually found those damn Ya Ya sisters annoying. This film gets the sisterhood thing right—attractive, likeable characters, bonding over literature, and falling in and out of love.

Breach (RG) – This one kind of came and went, inexplicably, from the theaters. The story of a rogue CIA agent (brilliant Chris Cooper) and the neophyte agent (Ryan Phillipe) charged with spying on him is as tense and gripping as you might hope. The best part? The writers of this film seem to actually know a lot more than I do. I love when that happens.

Rocket Science (RG) – This is one of two double dips from my “Honorable Mention” section of my Top 10 list. (Rescue Dawn is the other one.) Here’s what makes this so good: Our hero's triumphs over adversity are subtle; the object of his adoration (gleefully played by Anna Kendrick) is way smarter and meaner than he is; and “Blister in the Sun” gets played on the cello. Sweeet.

Talk to Me (RG) – Has all the sass of Good Morning Vietnam and all the civil rights fervor of The Great Debaters. And then there's Don Cheadle’s vibrant performance as silver-tongued con-turned-DJ Petey Greene. Is it possible the film simply didn’t know how to market itself? Is it a buddy film? (The relationship between Greene and his buttoned-down program director, played by Chiwetel Ejiofor, is certainly the stuff of buddy lore.) Is it a comedy? (Cheadle rattles off some Eddie Murphy-worthy improvs). Is it a tragedy? (Greene’s reaction to the death of Martin Luther King will break your heart in two.) Indeed, it is all of those things. And the problem with that is...?

Rescue Dawn (RG) – Wanna know what it feels like to be trapped in a Vietnamese prison camp? I mean, what it really feels like? Then witness Werner Herzog’s fictionalized retelling of his own documentary, Little Dieter Needs to Fly, about gung-ho soldier Dieter Dengler (Christian Bale) whose plane gets shot down in Laos and, despite humiliation, starvation, and constant fear of death, never loses his wits—or his hope. The criminally overlooked Bale will one day get one of those make-up Oscars for a performance not nearly as brilliant as this one.

Nanny Diaries (BTYT) – I know. I’m a big fat Laura Linney apologist. But she’s not the only reason to see this moderately successful adaptation of the beloved book (although her performance as an Upper East Side Mother From Hell alone is worth it). You’ve also got Scarlett Johansson, delightful as ever as the put-upon nanny; Paul Giamati, playing against type as the rapacious husband; and dreamy Chris Evans as the aptly-named “Harvard hottie.” Plus, the movie gets the essential thing from the book right: You believe that Scarlett’s Annie loves her small charge enough to put up with his hateful parents.

August Rush (BTYT) – It’s funny. I saw this and Mr. Magorium’s Wonder Emporium in the same week. Both can be accused the of the same thing—whimsy up the butt. But while Magorium seemed fake, I bought the Extreme Sentimentality (is that an X Games event?) of Kirsten Sheridan’s debut. The phrase I used to describe this tale of an orphanage-raised boy with magical musical gifts who goes on a quest to find his musician parents (Keri Russell and Jonathan Rhys Meyers) is “drunk on humanity.” It may be corny (it is), it may be over-the-top (Robin Williams as a Fagan like street musician? enuf said), but it believes what it is selling, and so did I.

Music and Lyrics (BTYT) – You’ll either love it, or it’ll give you a cavity. I thought Hugh Grant and Drew Barrymore, playing a songwriting team under the gun, were a rom-com match made in heaven. The spot-on parody of ’80s pop is merely an added bonus.

Bug (BTYT) – Folie a deux in a seedy hotel room. First, only he (Michael Shannon) believes that the room is infested with government-issued bugs. Eventually, she (fearless Ashley Judd) does too. As they go mad together, the film becomes as paranoid and twitchy as you would hope.

Surf’s Up (BTYT) – Shia LeBeouf got a lot of attention for Disturbia (good) and Transformers (good until it sucks), but he’s especially affecting as the voice of surfer dude Cody Maverick in this animated mockumentary. Bonus: Jeff Bridges brings back his “The Dude” voice as legendary surf guru Big Z.

Shoot Em Up (EB) – Quentin Tarantino meets Bugs Bunny. Okay, there’s no plot to speak of. Just slap-happy action and a ludicrously cool hero played by Clive Owen (he nibbles on carrots when he’s not brandishing them as a weapon) who has to mow down the baddies while saving an orphaned baby. Absurdly violent, madly in love with itself—and undeniably fun. (If you like that sort of thing.)

Mr. Brooks (EB) – Downright ridiculous, but undeniably entertaining: Kevin Costner plays a pillar-of-the-community by day who is a serial killer by night. William Hurt plays his sniggering alter-ego, who goads him on from the back seat of his car. Danielle Panabaker is daddy’s little girl— to the core. Truly preposterous, but slick and fun.

First, a few caveats: You’ll notice the majority of these films were made after 1970. What can I say? I’m in my 30s. These are the films that most deeply touched me personally. I think if someone asked me name the 20 best American films, Citizen Kane and Casablanca would have to be among them. They’re just not on my personal list.

I decided to stick to mostly American films for the same reason. Of course, there are many foreign films that I treasure (Murmur of the Heart, The Garden of the Finzi-Continis, and My Life as a Dog come immediately to mind), but my knowledge of international film is not exhaustive enough to qualify me as an expert.

Okay, enough preamble. Here’s the list—in NO PARTICULAR ORDER. I’m sure I’m going to kick myself because I missed a few favorites.

This is Spinal Tap - Still the funniest film ever made.

Vertigo - Hitchcock on top of his game. Sexy, scary, and weird—in a good way.

Chinatown - Out-noired the noirs.

Bonnie and Clyde - Before there was Quentin Tarantino . . .

The Graduate - From Mike Nichol’s deadpan POV direction to the star-making performance by Dustin Hoffman, a nearly perfect film.

Godfather and Godfather II - My desert-island DVDs.

Apocalypse Now - Still one of the most dark, trippy, and strangely seductive films ever made.

Manhattan - Often imitated (see When Harry Met Sally), never surpassed.

Hannah and Her Sisters - Funny, messy, sad, joyous—just like real life.

Nashville - Had to put an Altman film on my list. Most of my favorite young filmmakers (Wes Anderson, P.T. Anderson, Todd Solondz) watched Altman closely and learned.

Goodfellas - The best film of the 90s.

Boogie Nights - I loved the ferocious energy, wicked black humor, and, yes, the secret soft underbelly of this film.

Willie Wonka and the Chocolate Factory - Gene Wilder kills me.

Blue Velvet - Slightly dated now, but only because everyone else is doing the “there’s freaky stuff happening in the ’burbs.” Still, stylish, twisted, weird, and wonderful.

Ordinary People - Timothy Hutton’s performance breaks my heart. And Mary Tyler Moore? Who knew?

Kramer vs. Kramer - Streep and Hoffman are unbelievably good. Come to think of it, so’s that little kid.

Schindler’s List - Just a tremendously moving film.

E.T. - It’s my generation’s Wizard of Oz.

Do the Right Thing - I’m still fuming that Driving Miss Daisy beat it out for the Oscar.

Fargo - Could Frances McDormand be any cooler?

Harold and Maude - The official poster film for all nerds, outcasts, freaks, and misfits. Needless to say, near and dear to my heart.

To Die For - I love all of Gus van Sant’s early work—especially Drugstore Cowboy and My Own Private Idaho. He peaked with this film.

Funny Girl - Barbra, Barbra, Barbra!

To Kill a Mockingbird - Yeah, I favor films made after 1970, but I’m not INSANE. This has to be the most loveable film ever made.

Best in Show - Another priceless mockumentary from Christopher Guest.

Quiz Show - The game show scandal is fascinating, but it's the film's spot-on exploration of class envy that puts it on the list.

Being John Malkovich - Just too weird, original, and hilarious to ignore.

You Can Count on Me - Heartbreaking and funny. Brilliant performances.

Lost in Translation - My favorite romance in a decade.

Memento - Mind bender from heaven.

Ghost World - The smartest, sharpest, least condescending movie about teenagers I’ve ever seen.

Rushmore - One of the most irritatingly lovable characters to ever hit the screen.

Election - So evil. So funny. So true.

Brokeback Mountain - Turns out a great love story is a great love story, no matter who’s doing the loving.

Walking and Talking - Ever since I saw this film, I’ve wanted Catherine Keener to be my best friend. (Not so much with Anne Heche, though.)

Silence of the Lambs - Incredibly scary and vivid. I love the battle of wits between Hannibal and Clarisse.

Bull Durham - THIS is how you do a sports film. Subversive, insiderish, sexy, and not dependant on some melodramatic BIG GAME to close things out. Yes, kids, a Kevin Costner film that I love.

The Way We Were - Every time Barbra brushes the hair out of Redford’s eye, I get verklempt.

1. Goodfellas

2. The Godfather

3. The Godfather II

4. Miller's Crossing*
5. Once Upon a Time in America

6. Donnie Brasco

7. The Untouchables

8. Prizzi's Honor

9. A Bronx Tale

10. Scareface

Here are some slightly off-the-beaten-path “chick flicks” for you gals (and brave guys) to check out: