1. "The Departed" : Who would have thought that Martin Scorsese's greatest film in 10 years would be a ... re-make? Not I. But indeed, "The Departed" (adapted from the terrific Hong Kong actioner "Infernal Affairs") is not only one of Scorsese's greatest, it's the best film of 2006. Crackling with a rough wit supplied by a cast in top form (Jack Nicholson, Leonardo DiCaprio, Matt Damon, Mark Wahlberg, Martin Sheen, Alec Baldwin and the fantastic Vera Farmiga), the Boston-set story of cops and crooks and the myriad ways they work and screw with each other, is endlessly fascinating and filled with that special kind of verve and violence Scorsese stamped on world cinema so many years ago via "Mean Streets." It may not "Goodfellas" but it's damn near close.

And, the rest in alphabetical order:

"The Break-Up": This suffered from a lot of things, not one of them being the film itself: Bad press (the whole Aniston-Pitt saga) and bad promotion (a romantic comedy?). But the dark little film offers one of the most realistic and darkly humorous looks at exactly what the title states -- a couple not being able to work it out.
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"Dave Chappelle's Block Party": As directed by visionary wizard Michel Gondry, this eccentric, lovingly-filmed documentary is so infectiously good natured, so easy going, so wonderfully refreshing, that it leaves you significantly energized. His examination of a block party thrown by comedian Dave Chappelle is also tremendously and genuinely positive -- something we all could use a little more of these days.
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"The Hills Have Eyes": Alexandra Aja's remake of Wes Craven's creepy cult classic is (hold on to your hats) even better than the original. I'm serious. It's a terrifically tense, genuinely scary and frequently funny study of not only family vengeance, but of a mutant wasteland that we (well, the American government) created. The movie is a potently subversive blast of masterful pulp.
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"Little Miss Sunshine": A movie that could have been both overly-wacky and exceedingly corny, "Little Miss Sunshine" is instead startlingly genuine and touching. A sweet paean to the unending quirkiness of families, and a celebration, of sorts, to losers everywhere, this journey of a chunky little girl's dream to become a beauty queen is hilarious, heartbreaking and tender. It also features a brilliant Steve Carell in a performance that, if the Oscars had any guts, would be nominated.
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"Marie Antoinette": Sofia Coppola's third film is so beautifully photographed (all that pink!), so evocatively scored (New Order, Bow Wow Wow, The Cure) and so overtly superficial (shopping, shoes, pastry eating) that many critics missed the point. And boo on them. The story presents the iconic French queen as giggling teenager and offers keen insight into her insulated world. It's a transcendent, mesmerizing fever dream of gorgeousness.

"Pan's Labyrinth": With his grim and gorgeous fairy tale, director Guillermo del Toro proves himself a true visionary, a filmmaker of such boundless creativity and subversive daring that his visions left me, at times, absolutely awestruck. But there's more than just intensely vivid imagery and fantastically crafted creatures, there's a story (of a lonely little girl living amidst the Fascist regime of 1944 Spain) that blend reality and metaphor into a movie that is sensational on all levels. A work of art.

"Perfume: The Story of a Murderer": If you were significantly moved by the tracheotomy kiss of Tom Tykwer's "The Princess and the Warrior," you'll appreciate the director's mesmerizing take on love, sexuality, fear and horror. So it's perfect then, that Tykwer adapted Patrick Suskind's "Perfume: The Story of a Murderer" (about a young man of 1766 France who crafts perfume out of the beautiful women he murders) into an olfactory masterwork -- a movie that's so hauntingly beautiful, so terrifying and yet, so weirdly romantic and sad that like any great scent, it lingers for days.

"The Proposition": Helmed with a stunning, rough-hewn, motley crew of a cast (Guy Pearce, Danny Huston, Ray Winstone) and spiked with Sam Peckinpah grime (as written by Nick Cave), director John Hillcoat's offering is grit most true. Elegiac, dark and wonderfully blood soaked, the outback set western is a gloriously vicious affair that never lets you go.

"Volver": If any one director is resurrecting the classic women's picture of Hollywood's yesteryear ("Mildred Pierce," "All That Heaven Allows," "All About Eve") it's Pedro Almodovar -- and God bless him for it. The film, starring a sensational Penelope Cruz, soars with humor, pathos, affection and wit.

Honorable Mentions
"The Queen"; "Half Nelson"; "Inside Man"; "Idiocracy"; "The Descent"; "Brick" 

The Worst
"X-Men: The Last Stand"; "Pirates of the Caribbean: Dead Man's Chest"; "The Da Vinci Code"; "All the King's Men" 

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

Kim Morgan is a film writer for the LA Weekly, Fandango and Reel.com. She was a film critic for The Oregonian and has written about movies for various print and Web media. She served as DVD critic on Tech TV's "The Screen Savers" and has appeared as guest film critic on AMC's "The Movie Club with John Ridley" and on E! Entertainment. She writes for her blog Sunsetgun.com.