2. THE DEPARTED – Martin Scorcese’s brilliant work is exciting and perfectly cast. Who deosn;t want to watch Leonardo DiCaprio, Matt Damon and Jack Nicholson act out their tough guy personas in a well-written mob story.

3. THE QUEEN – Helen Mirren is so off the charts in her performance as Elizabeth II that no one can touch her at Oscar time. But that isn’t the only good thing about this film. All of the acting is terrific and the cinematography and score are outstanding.

4. LITTLE MISS SUNSHINE – One of those little sleepers that as soon as you see it, you know it’s going to be a hit. The cast is fabulous, but Abigail Breslin and Alan Arkin as granddaughter and grandfather are priceless.

5. THE PAINTED VEIL – Edward Norton appears twice in my Top 10, along with Matt Damon. Here he is partnered with Naomi Watts in a sumptuous tale of betrayal and love. A must see for the big screen.

6. PAN’S LABYRINTH – Although my illustrious partner, David, did not care for this film, I thought it was ingenious and highly entertaining, although violent and definitely not for children.

7. THE ILLUSIONIST – Another period piece with Edward Norton, this time with Jessica Biel and Paul Giamatti. A true surprise ending makes this a film worth seeing by director Neil Burger.

8. THE GOOD SHEPHERD – Matt Damon’s second movie in my Top 10. I loved the pace and style of this film. Damon’s performance is austere and understated, which makes this film about the beginning of the CIA intensely interesting.

9. HAPPY FEET – I don’t care what anyone else says, this movie was fun and adorable. The soundtrack is marvelous --- I wanted to get up and dance right along with Mumble, the happy little penguin.

10. LETTERS FROM IWO JIMA – Another superb effort from Clint Eastwood. Although I wasn’t as enamored with “Flags of Our Father”, this movie is quite a different story. Having Ken Watanabe playing the main character doesn’t hurt either.

HONORABLE MENTION

A PRAIRE HOME COMPANION, BABEL, BLOOD DIAMOND, BORAT, DELIVER US FROM EVIL, EIGHT BELOW, NOTES ON A SCANDAL, THE CAVE OF THE YELLOW DOG, THE DEATH OF MR. LAZARESCU, THE HOLIDAY, THE LAST KING OF SCOTLAND

2. BORAT – Go ahead – laugh your #@!*$! off! The funniest movie of this or any other year, if you don’t mind a little irreverent humor (OK, a lot of it). Sacha Baron Cohen pulls nary a punch in the most daring film in years.

3. LITTLE MISS SUNSHINE – A total delight featuring a flawless cast. Alan Arkin in an Oscar-worthy role --- little Abigail Breslin is worth the price of admission --- plenty of poignant moments to complement a hilarious script.

4. THE PAINTED VEIL – I’ll take Naomi Watts in any role. Last year she was opposite a big gorilla, here she’s in an unhappy alliance with a man she hardly knew when they were married. Edward Norton proves why he is one of the best actors of his generation.

5. A PRAIRIE HOME COMPANION – I absolutely loved this movie, from Meryl Streep and Lily Tomlin, to Woody Harrelson and John C. Reilly, to Lindsay Lohan and Garrison Keillor. May be the late Robert Altman’s best of all.

6. THE ILLUSIONIST – Edward Norton is perfect in this rich, period love story with enough twists and turns to satisfy the most jaded of moviegoers.

7. LASSIE – For the sake of my marriage, this had to be in my Top 10. But it really deserves high marks for its beautiful photography, overall acting and one courageous canine. Peter O’Toole is simply wonderful.

8. V FOR VENDETTA – It came out early in the year, but it’s still an unforgettable look into the future. Natalie Portman and Hugo Weaving give memorable performances in a very exciting and stimulating movie.

9. THE QUEEN – Helen Mirren as Elizabeth and Michael Sheen as Tony Blair mesmerize us during the heart-rending week following Princess Diana’s fatal car crash.

10. THE LAST KING OF SCOTLAND – Certainly this film is a showcase for the brilliant acting by Forest Whitaker, but the movie is also a gripping insight into the mind of a brutal, egotistical and conscienceless dictator.

HONORABLE MENTION

AN INCONVENIENT TRUTH, BABEL, BLOOD DIAMOND, CASINO ROYALE, DELIVER US FROM EVIL, DISTRICT B13, EIGHT BELOW, HOLLYWOODLAND, JESUS CAMP, NOTES ON A SCANDAL, SHUT UP AND SING, THE ANT BULLY (3-D/IMAX), THE DEATH OF MR. LAZARESCU, THE HOLIDAY