1. King Kong. Peter Jackson, who calls the 1933 Kong the movie that made him want to be a director, remakes one of history's most beloved films without exploiting it. Displaying equal measures of passion and respect, Jackson uses modern technology and storytelling techniques (plus his own magic touch) to create the ultimate fanboy film. Naomi Watts deserves Oscar attention for her turn as Kong's reluctant love interest.
2. The Constant Gardener. Ralph Fiennes and Rachel Weisz make sparks fly as an unlikely couple: He's a British diplomat; she's an unstoppable activist for social justice. But Fernando Meirelle's film is also the year's tautest, most resonant political thriller, as the diplomat relentlessly tracks down those responsible for his wife's death, tapping into reserves of strength and tenacity he never knew he had - and discovering truths he wishes weren't.
3. You and Me and Everyone We Know. Miranda July's film, both engaging and horrifying, is all about male-female relationships: the lengths we go to have them, the difficulty we have in maintaining them, and the disturbing way in which society has coarsened what used to be the thrilling mystery of human sexuality. The film may not always be comforting - preteens and young adolescents say words we wish weren't even in their vocabulary - but it always has the ring of truth to it. And, unlikely as it may seem, hope.
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4. The Sea Inside. Ramon Sampedro was intelligent, vibrant, passionate and thoughtful. And for nearly 30 years, he fought for the right to kill himself after an accident left him paralyzed. Javier Bardem is astonishing and ennobling as Sampedro, whose story emerges as a celebration of life and one man's determination to live it with dignity.
5. Star Wars: Episode Three - Revenge of the Sith. After stumbling with Parts 1 (The Phantom Menace) and II (Attack of the Clones), George Lucas brings his Star Wars saga home, as we see that Anakin Skywalker didn't become Darth Vader out of petulance or obstinacy (as II suggested), but for reasons far more understandable and mythic. The transforming confrontation between Anakin (Hayden Christensen) and Obi-Wan (Ewan McGregor) is a classic: evenly fought, grandiose and heart-stopping.
6. Murderball. Filmmakers Henry Alex Rubin and Dana Adam Shapiro follow quadriplegic rugby players who eschew our pity and offer a lesson on the self-defining value of sport, proving beyond doubt that competitive fires don't burn only in healthy bodies. These guys are talented, funny, profane and, best of all, relentlessly honest. Paralympian Mark Zupan proves the year's most unlikely and engaging new movie star.
7. Walk the Line. Joaquin Phoenix does his own singing (and he's good!) as Johnny Cash in this chronicle of the Man in Black and his courting of, and marriage to, June Carter. Walk the Line is an ode to needing something so bad, you'll do anything to get it - once you find out what it is. Phoenix and Reese Witherspoon, as Carter, turn in the performances of their careers.
8. The 40-Year-Old Virgin. Director Judd Apatow's good-natured sex comedy pokes fun not at its title character, a hilarious Steve Carell, but by mocking the societal values system that makes him such an anomaly. Its most consistent sources of humor are Carell's three lunk-headed friends (Paul Rudd, Romany Malco and Seth Rogen), who fancy themselves lady's men but prove even more clueless than their inexperienced pal.
9. Munich. Steven Spielberg's dramatization of the hunt for the terrorists responsible for the murder of 11 Israeli athletes at the 1972 Summer Olympic Games is more than a historical drama. It's also an edge-of-the-seat thriller and a fervent plea for clear thinking in a world where retribution has become an accepted first response.
10. Darwin's Nightmare. A horror story of exploitation and lost hope, Hubert Sauper's documentary focuses on a huge, voracious perch that has devoured almost every other species in Tanzania's Lake Victoria since its introduction there about 50 years ago. The Nile perch has become an important source of food in Europe, where importers often trade it for guns, which are then used in the region's civil wars. And Sauper's camera emphasizes the cruel irony of a region that can provide tons of fish for the European market but can't feed its own people.