Amidst the hundreds of derivative comedies, mindless horror flicks and uninspired inspirational dramas, a dozen or so films emerged this year to surprise and amaze. Each one warrants repeat viewings. Upset that your favourite big studio release didn't make it on the list? Too bad. As Meryl Streep's Miranda Priestly would say, "That's all."
1 THE QUEEN (Stephen Frears)
A chamber piece about two vastly different reactions to the death of a former princess doesn't seem like gripping drama - let alone something to provoke tears. But Frears, a tastefully understated script and the subtle sparring between Helen Mirren 's HRH and Michael Sheen 's Tony Blair deliver a quietly moving look at changing mores, the nature of leadership and the importance of symbolic gestures.
2 BORAT: CULTURAL LEARNINGS OF AMERICA FOR MAKE BENEFIT GLORIOUS NATION OF KAZAKHSTAN (Larry Charles)
It's at once the funniest slapstick road movie, the most intelligent social critique and the best unintentional documentary of the year. Sacha Baron Cohen 's racist, homophobic and sexist (yet still lovable) alter ego yanks the lid off complacent American attitudes toward "foreigners." Years from now students will be writing theses about it.
3 THE DEPARTED (Martin Scorsese)
Scorsese's storytelling hasn't been this relaxed and confident in more than a decade. Leonardo DiCaprio and a woefully underrated Matt Damon play two undercover cops trying to outwit, outplay and outlast everyone else in corrupt Beantown. Edge-of-your-seat suspense and brutal violence delivered by a master.
4 CACHE (Michael Haneke)
The enigmatic opening shot is a meditation on the nature of truth and fiction. What comes afterwards is a disturbing study of crime and punishment - an existential whodunit and devastating critique of the scars of colonialism. Haunting.
5 BRICK (Rian Johnson)
Nice try, The Good German. The freshest homage to film noir transplants the genre to a SoCal high school, where Johnson, in a remarkable feature debut, gives us a hard-boiled argot that's equal parts Raymond Chandler and John Hughes. What might have been an exercise in mere style turns out to be a gripping look at after-school survival and vengeance.
6 KINGS AND QUEEN (Arnaud Desplechin)
Who's crazier, the musician ( Mathieu Amalric ) in the asylum who can't help but speak the truth, or his ex-wife ( Emmanuelle Devos ), a manipulator who's somehow convinced herself that she's an ideal daughter, mother and fiancée? This challenging, fractured tale is a romantic tragicomedy for the long-term therapy set.
7 MANUFACTURED LANDSCAPES (Jennifer Baichwal)
Both a profile of artist Ed Burtynsky and an eco horror show about industrial waste in a rapidly growing China, Baichwal's restrained, open-eyed documentary never tells us what to think. All of which makes those audience gasps - from the remarkable opening shot at the factory onwards - more earned.
8 PAN'S LABYRINTH (Guillermo del Toro)
Del Toro isn't the first director to juxtapose the hell of war (in this case, the Spanish Civil War) with a child's fantasy dream world. But the stylistic - and narrative - gamble pays off as the two strands bleed into each other in the note-perfect, moving conclusion.
9 TRISTRAM SHANDY: A COCK & BULL STORY (Michael Winterbottom)
Winterbottom's brilliant solution to adapting the most unfilmable of books is to come up with a movie within a movie within a movie. Great fun - like Christopher Guest with drier punchlines - and remarkably respectful of Laurence Sterne 's way-ahead-of-its time epic about the fullness of life.
10 KEANE (Lodge Kerrigan)
Ever wondered what it would be like to be mentally ill? Kerrigan shows you by shadowing his title character ( Damien Lewis ), a tortured soul who may or may not have lost his young daughter but who wrestles with hope and sanity when he meets a desperate mother and her trusting daughter. Uncomfortable-making, but in a good way.
The New World; The Holiday; Talladega Nights: The Ballad Of Ricky Bobby
Who Killed The Electric Car?; U-Carmen eKhayelitsha; The Descent; Dave Chappelle's Block Party
BEST UNRELEASED FILM
The Death Of Mister Lazarescu
DIDN'T LIVE UP TO THE BUZZ
Death Of A President; Snakes On A Plane; X-Men: The Last Stand; Superman Returns; Dreamgirls; Shut Up & Sing; V For Vendetta; For Your Consideration
Casino Royale; Thank You For Smoking; Shortbus