10) Shaun of the Dead Studio: Rogue Pictures Cast: Simon Pegg, Nick Frost, Kate Ashfield Filmmakers: Edgar Wright (Director, Writer), Simon Pegg (Co-Writer) Why?: A film billed as "a romantic comedy with zombies" seems destined to become a cult classic. Such is the case with Shaun of the Dead. Mixing witty satire with a few genuine chills proved to be a frightfully fun formula. And a pitch-perfect performance by star Simon Pegg doesn't hurt.  In these days of tired Hollywood sequelitis and recycled concepts, an original film like Shaun of the Dead is a refreshing treat.

9) Ray Studio: Universal Cast: Jamie Foxx, Regina King Filmmakers: Taylor Hackford (Director), James L. White (Writer) Why?: Jamie Foxx's total transformation into legendary musician Ray Charles is what makes Ray so great. Foxx's uncannily authentic performance is enhanced by director Taylor Hackford's storytelling skills. Hackford and writer James L. White chose to showcase the serious struggles in Charles' life as well as his many triumphs.  But the film's strongest dimension is Foxx's performance – his transformation from In Living Color's Wanda to dramatic Hollywood actor is complete.

8) The Passion of the Christ Studio: Newmarket Cast: James Caviezel, Maia Morgenstern, Monica Bellucci Filmmakers: Mel Gibson (Writer, Director), Ben Fitzgerald (Co-Writer) Why?: Regardless of your ideology there's plenty to appreciate about Mel Gibson's The Passion of the Christ.  The film's musical score by John Debney is one of the year's best.  And excellent performances by Jim Caviezel and Maia Morgenstern are even better when you consider that their lines were entirely in ancient languages.  The film greatly benefits from Oscar-quality work by cinematographer Caleb Deschanel. Don't let the hype (from either end of the spectrum) keep you from experiencing the cinematic artistry of Gibson's Passion.

7) Sky Captain and the World of Tomorrow Studio: Paramount Cast: Jude Law, Gwyneth Paltrow, Angelina Jolie Filmmakers: Kerry Conran (Writer, Director) Why?: Sky Captain and the World of Tomorrow might not have knocked it out of the ballpark in terms of storytelling, but there's no debating that it's one of the coolest looking films of the past few years.  The film, shot entirely against blue screen, was almost completely created on computers. Photorealism was never the goal here, but a highly-stylized machine-age environment was. And in that respect it's a complete success.  It'll be interesting to see what filmmaker Kerry Conran does in the future!

6) (Tie) Harry Potter and the Prisoner of Azkaban Studio: Warner Bros. Cast: Daniel Radcliffe, Rupert Grint, Emma Watson Filmmakers: Alfonso Cuaron (Director), Steve Kloves (Writer) Why?: Easily the best film in the Harry Potter franchise to date.  Director Alfonso Cuaron brings the series into more complicated, slightly darker territory with style. This isn't a perfect adaptation, but it is the first film to accurately capture the mood of J.K. Rowling's wildly popular books.  The adolescent actors are also coming into their own. Dan Radcliffe is a suitable young lead and Rupert Grint proves that he's got a future in film. But this is really Emma Watson's film. The kids are alright.

6) (Tie) Finding Neverland Studio: Miramax Cast: Johnny Depp, Kate Winslet Filmmakers: Marc Forster (Director), David Magee (Writer) Why?: Director Marc Forster's J.M. Barrie biopic is an enchanting film that's as magical as any of the fictional works that Barrie created. Based on the play The Man Who Was Peter Pan, Finding Neverland follows Barrie from the beginning of his creative journey to the debut of Peter Pan. Johnny Depp continues to knock our socks off with an amazing performance and Kate Winslet is no pushover. Finding Neverland is destined to become a classic.

5) The Aviator Studio: Miramax Cast: Leonardo DiCaprio, Cate Blanchett, Alec Baldwin Filmmakers: Martin Scorsese (Director), John Logan (Writer) Why?: There have been some great biopics this year, but Martin Scorsese's Howard Hughes film is our favorite of the lot. And don't call it a comeback for star Leonardo DiCaprio. Leo shines here in an Oscar-worthy performance. Scorsese's skills are as sharp as ever and his use of special effects during the film's riveting flight sequences is some of the smartest visual work on film this year.

4) Spider-Man 2 Studio: Columbia Pictures Cast: Tobey Maguire, Kirsten Dunst, Alfred Molina Filmmakers: Sam Raimi (Director), Alvin Sargent (Co-Writer), Michael Chabon (Co-Writer), Steve Ditko (Co-Writer) Why?: Your friendly neighborhood Spider-Man returned to the big screen this year and this web-slinging sequel improved on the original in almost every way.  The Power Ranger-ish overtones gave way to a stronger, more complex tone. The cast was clearly more comfortable in their roles and director Sam Raimi seems to be hitting his stride with the franchise. Let's hope the third installment builds on this success.

3) Garden State Studio: Fox Searchlight Cast: Zach Braff, Natalie Portman, Ian Holm, Peter Sarsgaard Filmmakers: Zach Braff (Director, Writer) Why?: Garden State may not win any Oscars, but the film really struck a chord with us. Zach Braff, who wrote, directed and starred in the film, has created a solid piece of postmodern entertainment that's charming, intelligent and decidedly emo. Braff is a triple threat and his co-stars all turn in top-shelf performances. Portman, Sarsgaard and Holm are all awesome. And the film's soundtrack is a definite must-have for any indie-ish CD collection.

2) Eternal Sunshine of the Spotless Mind Studio: Focus Features Cast: Jim Carrey, Kate Winslet Filmmakers: Michel Gondry (Director, Co-Writer), Charlie Kaufman (Co-Writer) Why?: There are so many things to like about Eternal Sunshine of the Spotless Mind.  Director Michel Gondry and writer Charlie Kaufman teamed up on this film to create an unstoppable force of big-screen excellence. Jim Carrey is super and Kate Winslet delivers one of her best performances yet.  This is a trippy, high-concept affair that may not be everyone's cup of tea, but there's no denying that the artistry on display here is tops.

1) The Incredibles Studio: Disney/Pixar Cast: Craig T. Nelson, Holly Hunter, Samuel L. Jackson Filmmakers: Brad Bird (Director, Writer) Why?: When fan favorite Brad Bird decided to follow up The Iron Giant by teaming up with Pixar we knew the resulting film would be insanely good. The Incredibles is our top pick and delivers in every way. The computer-generated animation is awesome and the film's story perfectly balances smart, witty humor with kid-accessible laughs. The Pixar whizzes have done it again!