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10. "Tell No One" -- a French thriller as artfully dense as "The Big Sleep" and as painfully romantic as "Vertigo".

9. "Milk" -- with Sean Penn in a joyful and resonant performance as Harvey Milk, the revolutionary gay San Francisco leader. Gus Van Sant's biopic is an ardent reminder of how freedom in America is always reinvented by those who have to fight for it.

8. "The Class" -- a French drama that miraculously fuses fiction and reality to become the most revealing inspirational teacher movie ever made.

7. "Burn After Reading" -- the Coen brothers' richest caper since "Fargo", in which a couple of clueless gym employees go up against the CIA. They're played by Frances McDormand and Brad Pitt as exquisite specimens of the new Idiot America.

6. "The Edge of Heaven" -- a sweeping yet intimate romantic political roundelay that the movie "Babel" wanted to be.

5. "Momma's Man" -- a profound comedy about the ambivalent agony of growing up, shot in an overstuffed maze of a Manhattan loft that's the most indelible natural born movie set since "Clerks".

4. "Wall-E" -- a postapocalyptic Chaplinesque robot comedy, and a Pixar fantasy that is sweetly jaw-dropping in its elegance and wit.

3. "Rachel Getting Married" -- Jonathan Demme's Altmanesque drama has a miraculous lifelike texture, as well as a stunning performance by Anne Hathaway. As a verbally hot-wired recovering addict, she proves the most vibrant actress of her generation.

2. "The Dark Knight" -- took 30 years, but blockbuster comic-book fantasy culture finally produced a superhero movie with a vision, one that's hypnotic and threatening enough to give you a tingle. As the Joker, Heath ledger has the intensity of Marlon Brando on a bender of method madness.

1. "The Wrestler" -- Darren Aronofsky's tender and haunting tale of a washed up professional wrestler still living off the fumes of his '80s glory days is a movie that strikes a chord of noble-loser heartbreak as surely as "On the Waterfront" or "Rocky" did. Playing this pumped-up, broken-down legend, Mickey Rourke turns his damage and survival into a legend of its own: the actor who ditched stardom and came back with his face mashed, but his grace intact.