1. A Prairie Home Companion. Is it an accident that Robert Altman's most optimistic film was also his last? Did the man know something? Probably not - except, that is, for the accumulated wisdom of a half-century of filmmaking, all poured with a smile and a wink into this sweetly elegiac look at how time passes and fads come and go, but creativity and passion always win out.
2. The Departed. After three decades as America's most gifted and (outside of, perhaps, Altman) most influential director, will Martin Scorsese finally get the Oscar recognition he deserves? That would be nice, certainly, but almost unnecessary. If the Academy of Motion Picture Arts and Sciences doesn't appreciate Scorsese fully, everyone else does. The Departed is the film that best fuses its director's wiseguy edge and fatalistic themes with the mainstream sensibilities that lead to box-office success and little gold statues.
3. Russian Dolls. Cedric Klapisch's follow-up to his delightful 2002 L'Auberge Espagnole reintroduces the five European Union students who spent a memorable semester together in Barcelona, Spain, then watches with compassion and bemusement as they continue to grow, to argue and - most important - to celebrate equally their differences and their similarities.
4. The Queen. The latest masterpiece from Stephen Frears is more than just Helen Mirren's subtly wrenching performance. Her emotionally constricted Queen Elizabeth II, struggling in the wake of Princess Diana's death to understand a monarchy far different from what she has spent her life embodying, may occupy the movie's center, but it's the characters Frears surrounds her with, including a surprisingly empathetic Tony Blair and a peevishly frustrated Prince Charles, that give the film depth and resonance.
5. Jet Li's Fearless. Li's final (according to him) martial-arts flick is a much-needed reminder of the self-control and respect the genre is supposed to be all about. Sure, it's great to watch these athletic marvels flail about - especially under the auspices of peerless fight choreographer Yuen Wo Ping - but it's even cooler to remember the spirituality that imbues what they do. Fearless is a film about nobility, about striving to be a better person, about going easy on everyone but yourself.
6. L'Enfant. Jean-Pierre and Luc Dardenne's film, winner of the 2005 Cannes Palme d'Or, featured the year's most horrific character, an unwed father who sees his young son as just another item to sell on the open market, another way to fund his feckless lifestyle. But the Dardennes refuse to write him off altogether, suggesting as the film ends that no one is beyond redemption - a sentiment that also made L'Enfant one of the year's most controversial films.
7. Akeelah and the Bee. A film that dares suggest spelling can be cool deserves to be seen. Writer-director Doug Atchison's movie, about an inner-city student's struggle to learn and to achieve, is the year's best family film. Thirteen-year-old Keke Palmer gives a breakout performance. Her Akeelah is frustratingly foolish and extraordinarily wise - like every teenager who ever broke a parent's heart, then just as quickly filled it beyond measure.
8. V for Vendetta. What is a terrorist? What is a freedom fighter? Which is a hero, and which is the devil? V for Vendetta, based on the acclaimed book from British graphic novelist Alan Moore and David Lloyd, is no polemic, but rather an insightful (and visually stunning) attempt to explain how political movements start and to stir debate about the thin line between freedom and anarchy.
9. Bobby. Writer-director Emilio Estevez's labor of love, a look at a group of people staying at L.A.'s Ambassador Hotel the day Robert Kennedy was assassinated in 1968, affected me like no film this year. This was not a biography of RFK or an examination of his politics. It's a film about the importance of genuine leadership, about bringing people together and providing hope.
10. Hamilton and Swimmers (tie). In a good year for local filmmakers, two films stand out. Matthew Porterfield's introspective Hamilton follows two North Baltimore teens called to mature well before they're ready. Doug Sadler's compassionate Swimmers, given a brief theatrical run this year, centers on an Eastern Shore family whose life on the water has become tragically anachronistic.