In alphabetical order:

"Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan": Sacha Baron Cohen is drop-dead funny as Borat, an outrageous caricature of a New World Eastern European with Stone Age values, but this is more than simply a docu-farce. His wide-eyed sexism, racism and anti-Semitism invites everyday Americans to confess the most revealing prejudices -- which ends up revealing more about our own society than we might care to admit.
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"The Death of Mr. Lazarescu": Cristi Puiu's black comedy on the state of socialized medicine is as devastating as it is exasperating. The dignity of the titular pensioner (Ion Fiscuteanu) is eroded over the long night as he is bounced from hospital to hospital, deteriorating to a state of numb incoherence along the way. The bitter humor is the only release for the audience trapped in his nightmare.

"The Descent": Neil Marshall's claustrophobic survival thriller -- set in a dank, dungeonlike cave Appalachian system -- tips its hat to the action-horror tradition while reshaping the conventions to his own will. Watch for the original British cut coming to DVD at the end of December. The haunting additional seconds bring the film to perfect closure.
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"Flags of Our Fathers" / "Letters from Iwo Jima": It is said that the ability to hold in mind two contradictory notions at the same time is a sign of genius. Clint Eastwood's drama about the iconic power of images -- specifically the famous flag-raising photo on Iwo Jima -- and the human reality behind those symbols never sacrifices one for the other. It is compassionate, thoughtful and as intelligent and astute as American cinema gets. His companion film to "Flags" is a sympathetic and thoughtful portrait of a military culture at war with itself through the ordeals of ordinary soldiers sacrificed to national notions of honor that seem alien today. He proves himself a powerful and compassionate storyteller who values all human life sacrificed to the war machine, not merely those under the flag of our fathers.
Watch the Trailer: "Flags of our Fathers"

"Old Joy": Kelly Reichardt's intimate and easygoing film about old friends reconnecting after years captures the ephemeral pleasures of the road trip with lucid simplicity. It stirs up lost dreams and youthful hopes gone from their mundane lives, but for a few hours they recapture that soothing spell of a lazy road trip where the journey is the destination.

"Pan's Labyrinth": In the dark fairy tales and supernatural horrors of Guillermo del Toro, the evil that men do is far more terrifying than the spooky shadow worlds of his imagination. He hews his elemental fantasy world from the very Earth, like neglected spirits roused by a girl's sense of wonder to give hope in a world of apathy and brutality.

"The Proposition": Guy Pearce is an outlaw forced to choose between his brothers in the jagged Australian frontier Western in the key of Peckinpah, written by cult rocker Nick Cave. A savage social subtext rumbles under the austere plotting, and director John Hillcoat stirs the fierce conflicts between justice, social expediency and family duty in a sun-seared land baking in its own hate.
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"The Queen": Helen Mirren delivers the performance of the year as Queen Elizabeth II, the professional monarch struggling to find her place after the death of Princess Diana. Stephen Frears compassionately explores the awkward relationship between the newly elected man-of-the-people Tony Blair (Michael Sheen) and the proud but dedicated queen who has given her life in service to her country.
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"The Science of Sleep": Michel Gondry uses whimsy and fantasy to get at prickly emotions, uncomfortable feelings and the sometimes painful divide between our dreams and our lives in his bittersweet tale of an aspiring illustrator (Gael García Bernal) more comfortable in his head than in the world. Gondry's scruffy, unkempt narrative has a messy authenticity that matches Bernal's cardboard and cellophane fantasy world.
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"Volver": There isn't a male filmmaker working today who so richly and sensitively celebrates the complexities of women's relationships as Pedro Almodovar. The mothers, daughters, sisters and devoted friends of "Volver" form a society almost absent of men, and find the strength to forgive, embrace and persevere.
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Honorable Mentions
"Army of Shadows"; "Stick It"; "Iraq in Fragments"; "13 (Tzameti)"; "L'Intrus"

Worst
"Lady in the Water"; "The Celestine Prophecy"; "Lucky Number Slevin"

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

Sean Axmaker is a film critic for the Seattle Post-Intelligencer and a DVD columnist for the Internet Movie Database. He regularly contributes to Amazing Stories, Asian Cult Cinema, Greencine.com and StaticMultimedia.com. His reviews and essays are featured in "The Scarecrow Video Movie Guide."