1 STARS Heart (Paper Bag/Arts & Crafts) Toronto expats and sometime Broken Social Scenesters blow all expectations outta the water with their bittersweet, achingly gorgeous sophomore full-length. The Smiths meet the Magnetic Fields in classical master class, this is the sound of falling snow in Montreal and falling in and out of love. Vive la soft revolution.
2 THE PERNICE BROTHERS Yours, Mine & Ours (Ashmont) New Order bass lines, Beach Boys harmonies, subtly brilliant allegories and the best freakin' hooks in pop music. Joe Pernice gets bored with alt-country and dreams up a transcendental choirboy chamber pop masterpiece.
3 OUTKAST Speakerboxxx/The Love Below (BMG) It's not as cohesively classic as Aquemeni or as outlandishly innovative as Stankonia, but this two-disc carnival proves that when it comes to hiphop's premier ATLiens, the sum of their parts is greater than the whole. Even the most jaded backpacker had to shake it like a Polaroid picture to song of the year Hey Ya.
4 THEA GILMORE Avalanche (Compass) In a dingy pub on the other side of the pond, Tom Waits is reborn as a 22-year-old woman with a voice steeped in red wine and regret and a gift for lyrical storytelling that'd make any writer feel like a pathetic hack. In literate indie folk rock with a hit of triphop, Gilmore takes the trade of singer/songwriter to a whole new level.
5 THE WEAKERTHANS Reconstruction Site (Epitaph) Deceptively simple, Reconstruction Site is packed with anthemic hooks and stampeding percussion that trigger a kind of primal joy no matter how many times you listen to it. Their secret weapon is elfin John K. Samson -- thinking girl's sex symbol and one of Canada's best poets -- whose sweet whine and writerly talents are like crack for hook-addicted nerds.
6 RICHARD HAWLEY Lowedges (Setanta/XL Recordings) A heartbroken Roy Orbison for a new generation, crooning his soulful guts out over straight whiskey and Hawaiian steel after last call in a boozecan from some old-timey movie. Cinematic, atmospheric and perfectly melancholic.
7 PRETTY GIRLS MAKE GRAVES The New Romance (Matador) Of all this year's overhyped post-punk/nu wave punters, Seattle's Pretty Girls Make Graves are the only ones who actually deserve the buzz, with angular guitars, icy cool synths and a vicious frontwoman who understands pretty melodies can be tough. The evolution of riot grrrl.
8 THE GOSSIP Movement (Kill Rock Stars) Soul stripped down to its barest bones. Bodacious Beth Ditto belts like a drunken gospel queen over handclaps and blistering punk rawk guitar squalls. A feminist, queer punk, booty-shakin' insurrection.
9 CAT POWER You Are Free (Matador) Dave Grohl and Eddie Vedder and a full-on children's choir backing the grande dame of suicide balladry? Shockingly, it works. You Are Free is a gem of a record, with Chan Marshall's characteristic cracking voice and oblique lyrics twisted into twang-riddled Southern gothic vignettes -- and a sliver of silver lining peeking through the clouds.
10 MISSY ELLIOTT This Is Not A Test! (Elektra) More filler and less killer than last year's Under Construction, but Missy proves she's still the one wearing the pants when it comes to contemporary hiphop. The freaky feminist icon makes Nelly and Elephant Man her bitchaz and does more for ladies' sexual gratification than Peaches ever could. Rubbery, jiggy dance-floor fun.