1. "Half Nelson": He's a funky Brooklyn-based teacher who's schooling urban youth about American history. She's a student who finds out he's also got a secret crack-cocaine monkey on his back. Most filmmakers would take the inspirational-teacher-meets-inner-city-kids combination and make a treacly "Dangerous Minds Redux," but writer-director Ryan Fleck goes for something far more interesting: An social-realist drama about self-destruction and salvation. It also boasts the two best performances of the year, courtesy of Ryan Gosling and newcomer Shareeka Epps, and reminds you that independent cinema can still be more than just snarky shoot-'em-ups and quirky, cutesy comedies about beauty pageants.

2. "Old Joy": Two buddies try in vain to revive their friendship in Kelly Reichardt's gentle, quiet ode to sensitive male bonding in the Pacific Northwest. Apparently, breaking up is hard to do even in platonic relationships.

3. "A Scanner Darkly": Sci-fi author Philip K. Dick's schizo masterpiece about drug addicts and undercover narcs is turned into a paranoid android of a film, thanks to Richard Linklater's ingenious use of Rotoscope animation. Somebody needs to get Robert Downey Jr. and Woody Harrelson their own stoner TV comedy series stat.
Watch the Trailer

4. "The Death of Mr. Lazarescu": Most people hear the phrase "a two-and-a-half-hour long satire of Romania's healthcare system, told in real time" and run to the hills. They'd end up missing director Christi Puiu's stunning, spiritual look at how bureaucracy has turned the medical world into a Kafkaesque nightmare. Paddy Chayefsky would be proud.

5. "The Departed": Or, "How Martin Scorsese Got His Groove Back." His Martyness relocates the Hong Kong thriller "Infernal Affairs" to the mean streets of Boston and turns this cops-and-mobsters story into a high-voltage crime drama about changing your identity and selling your soul.

6. "Shortbus": John Cameron Mitchell trades in glam-rock drag queens for a group of dysfunctional New Yorkers in need of sexual healing in this largely improvised -- and highly graphic -- look at modern love. You'll never hear the national anthem the same way again.
Watch the Trailer (warning: mature content)

7. "L'Enfant (The Child)": Belgian filmmakers Luc and Jean-Pierre Dardenne invoke the ghost of Bresson in this story about an irresponsible father, a missing son and the notion of redemption. World Cinema, meet your brightest hopes for the future.

8. "The Devil and Daniel Johnston": This documentary about singer-songwriter Daniel Johnston chronicles the musician's long, troubled history with mental illness. Although the movie doesn't downplay the tragic elements, its affection for Johnston and his catchy, offbeat ditties makes it more of a tribute to a hidden pop-music treasure.
Watch the Trailer

9. "United 93": Paul Greengrass' recreation imagines what might have happened on that doomed Sept. 11 flight with a you-are-there style that's both respectful and rigorous. A harrowing look at a day that has unfortunately defined an era.

10. "Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan": Sacha Baron Cohen's trip across America under the guise of a clueless Eastern European journalist is like watching Peter Sellers host a season of "Punk'd." It's the rare pop phenomenon that opens up a dialogue about polite intolerance (and the ethics of comedy) and features a show-stopping wrestling match between two nude men.
Watch our interview with Borat

Honorable Mentions
"Gabrielle"; "Letters From Iwo Jima"; "When the Levees Broke"; "Casino Royale"; "Dead Man's Shoes"

Worst
"The Wicker Man"; "Lady in the Water"; "Sleeping Dogs Lie"

What are the year's 10 best movies? Write us at heymsn@microsoft.com

David Fear is a film critic for Time Out New York. He's also written for the San Francisco Bay Guardian, Filter and Moviemaker Magazine. He lives in Brooklyn, N.Y.