The Aviator--Martin Scorsese's enthralling, superbly crafted chronicle of the life of billionaire businessman Howard Hughes serves as a metaphor for the demise of America's bygone golden age. It's also the closest Leonardo DiCaprio has come to realizing his What's Eating Gilbert Grape potential.
Sideways--Alexander Payne continues his evolution as a filmmaker with this poignant art-house, buddy road picture about two friends discovering California wine country and, in the process, themselves.
Friday Night Lights--Peter Berg's gritty, true-life account of West Texas high school gridiron-worship is the best football movie ever made and one of the best sports films, period.
The Incredibles/Shrek 2--These leaps forward in the world of animated filmmaking are not only entertaining, but tread even closer to intelligent, adult-leaning subject-matter and themes.
Dogville--Lars von Trier's bold, religion-steeped indictment of humanity and, to a lesser extent, American society is an underrated but unforgettable experience.
Open Water--One of the most visceral, affecting cinematic experiences of the year, punctuated by an ending that's as daring as it is depressing.
Spider-Man 2/The Bourne Supremacy--Sure, they're big-budget studio fare, but they're also the cleverest, most exciting exemplars of their respective genres, featuring lead actors who know how to play, without overplaying, their roles.
Eternal Sunshine of the Spotless Mind--Charlie Kaufman and Michael Gondry's memory-swiping fantasy trip is, at its heart, the most genuinely romantic movie of the year, featuring an ensemble cast at the top of their game.
Shaun of the Dead--The year's funniest movie also manages to incorporate a dose of family drama, social satire, and, yes, a few genuine frights.