2. Sideways
Alexander Payne overturns the most irksome cliché of all movies about tortured writers (from Secret Window to Wonder Boys), which invariably end with the frustrated author abandoning his great American novel to "write the movie" (even though Rex Pickett's source novel did exactly that). Instead, he challenges us to see ourselves in a tale of real men who make the wrong decisions at every turn, trusting us to learn from their mistakes.

3. The Five Obstructions
This documentary from Lars von Trier features the Dogme 95 prankster challenging fellow director Jørgen Leth to remake his short film 'The Perfect Human' five different ways, each time within a set of arbitrary limits imposed by von Trier. The startling thing is that limitations make Leth's films stronger, providing insight into, say, the reason why 10 wonderful modestly budgeted movies beat out all the blockbusters to make this list.

4. Before Sunset
The beauty of being human is that it's never too late to start over. For all the romantics in the room, Richard Linklater's older, wiser and more mature follow-up to 1995's Before Sunrise addresses the question: What if you met your soulmate and you let her get away? The most satisfying sequel ever made, Before Sunset picks up nine years after the original left off, reuniting Jesse (Ethan Hawke) and Celine (Julie Delpy) in Paris at last.

5. Garden State
Though guilty of some of the indulgences of a first feature, Zach Braff's debut connects beautifully with its generation. After years of stumbling through life in a medicated stupor, Andrew Largeman (Braff) returns home and learns what it means to take control of his life. Not since The Graduate has a movie nailed the beautiful terror of standing on the brink of adulthood with such satisfying precision. Garden State gets it.

6. The Sea Inside
Life prepares us slowly for the things we must face suddenly, an idea that figures prominently in two of the year's most heartbreaking movies: Clint Eastwood's Million Dollar Baby and this contemplative true story of Spaniard Ramón Sampedro, a paraplegic who campaigned for the right to die. The reason I prefer Alejandro Amenabar's treatment is that it answers not only how we come to accept our own mortality, but also why we live.

7. Hotel Rwanda
This eye-opening account of what one man achieved in the face of the Rwandan genocide isn't fancy in the way that, say, Schindler's List was, but it packs the same emotional wallop. A hotel manager (Don Cheadle) uses bribery, favors and other questionable skills he's developed in his job to save 1,268 lives in an incident most American audiences know nothing about. For another tale of African heroism, check out Moolaadé.

8. Hero
Director Zhang Yimou puts the "art" in the martial-arts movie: What opera does for the ears, his stunning action spectacular does for the eyes. Story is secondary in this pageant of heightened emotion and swirling color, retelling a familiar Chinese legend in dazzling visual terms. Now that the movie is finally available on DVD, I'm tempted to leave it on constant rotation, allowing its exceptional beauty to fill the room at all times.

9. Control Room
2004 was the most political year of film I've witnessed in my lifetime, and the best of the bunch was this nonpartisan documentary about the Al Jazeera news network, offering a fascinating exposé on the question of objectivity in the media during the U.S. invasion of Iraq. It's fascinating to see that even when U.S. media show "both sides" of an issue, those two perspectives are really just alternate variations on the same point of view.

10. Intermission
In the oft-imitated tradition of Quentin Tarantino, newcomer John Crowley manages to use the formula of eccentric characters, intersecting stories, raw dialogue and tough-guy technique for something more than a stale knockoff. The startling brutality of the movie's opening scene sets the tone for this lively and unpredictable Irish ensemble film, which keeps you (laughing) on the edge of your seat until the end.

Honorable Mention: Napoleon Dynamite
Dang! Hands-down the funniest film of the year, Jared Hess's bizarre portrait of a high-school outcast (Jon Heder) features the most socially awkward screen teen since Welcome to the Dollhouse's Dawn Wiener. With comic timing second only to Buster Keaton's, Heder takes on the world in a series of disconnected episodes that don't amount to a real movie so much as the movie-equivalent of misanthropic graphic novels by Daniel Clowes (Ghost World) and kind.

[as featured on Moviefone.com]