1. "Flags of Our Fathers" / "Letters from Iwo Jima": There's no getting around it: the best film of the year is two films, each magnificent on its own recognizance, but each meant to reflect and deepen the other, and those privileged to view them. "Flags" portrays the hell of battle more harrowingly than most war movies, but is essentially focused on something else -- the fallout from the battle, the making and then the concocting of history, in a necessary process at once noble and appalling. "Letters" portrays the same battle, but from a perspective never seen or even hinted at in an American film before. Directed by Clint Eastwood, America's finest living filmmaker, and getting better all the time.

2. "A Prairie Home Companion": The Eastwood movies came out late, so most of 2006 belonged to Robert Altman's glowing tribute to heartland radio, the spirit of his native Midwest, the transient yet genuine bonding of showfolk, the consolations of art in the face of crassness and mortality, and the resiliency, resourcefulness, and laidback orneriness of America's extended family. It was also immediately apparent the movie would make an eloquent valedictory, though we hoped it wouldn't come to that; after all, what's a world without more Robert Altman movies to look forward to? It's doubtful he believed in anything like an Angel of Death, but when she came for him, let's hope she looked like Virginia Madsen.

3. "Pan's Labyrinth": In a Spanish manor house in a forest in the last year of the Second World War -- which feels more like the latest chapter in the ongoing Spanish Civil War -- a girl on the cusp of adolescence finds solace in an underworld of fairies and monsters, while never really escaping the monsters who dominate aboveground reality. Guillermo del Toro, obviously a very talented fellow, has never quite closed the deal in any of his half-dozen previous films. This one vaults him into the major leagues: a true original and a ravishingly beautiful movie.

4. "United 93": "Too soon!" moviegoers are reported to have cried last summer when trailers announced the coming of a major film about the terrorist attack that altered our world. Not too soon at all, as Paul Greengrass's deeply respectful, rhetoric-free, shattering, and entirely honorable account of the fourth doomed flight on 9/11/2001 proved.

5. "The Departed": Martin Scorsese's movie isn't the best or most memorable movie of the year, or of his career, but over its two-and-a-quarter hours it never lets down for a nanosecond. If he finally wins that long-sought Academy Award, this time (unlike his last two times on the slate) he will have earned the right to be in the running.

6. "The Queen": It sounds all too "Masterpiece Theatre"-y, but this account of Elizabeth II standing her royal ground in the face of mass hysteria over the death of Princess Diana is a beautifully judged performance, on the part of director Stephen Frears as well as actors Michael Sheen (Tony Blair), James Cromwell (Prince Philip), and the incomparable Helen Mirren. No one else need bother claiming an Oscar nomination as best actress.

7. "Half Nelson": With no U.S. theatrical release in 2006 for "The Wind That Shakes the Barley," "Syndromes and a Century," and "Red Road," I pretty much ran out of firm 10 Best conviction with the previous film. I mightily resisted "Half Nelson" because I loathe the frowsy, faux-vérité style in which it was shot. But the richness of the characters and the performances of Ryan Gosling, Shareeka Epps, and Anthony Mackie swept resistance away. A complex drama of a teacher and a student in an inner-city school that has no truck with easy answers.

8. "Hollywoodland": All sorts of things about this modest indie production spell limited means and unrealized ambition; yet this account of the semi-ridiculous rise and long, sad fade of George "Superman" Reeves cast a spell; I felt a sense of loss just walking away when the movie was over. And Ben Affleck is really good.
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9. "The Good German": Steven Soderbergh's latest is such a gorgeous, exhilarating film-buff wallow -- a loving recreation of a black-and-white post-WWII intrigue such as Warner Bros. would have shot and told it in 1946 -- I wish it ultimately added up to something more. But pleasure, and movie literacy, are not to be scorned.
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10. "Little Children": Todd Field directs a sharply focused study of murderously intermingled private lives in a postcard-pretty New England village. The titular characters aren't the preschool youngsters who occasion the meeting-cute and clandestine afternoon passion of frustrated housewife Kate Winslet (incandescent) and perennial-jock househusband Patrick Wilson, but the adults who have never grown up and never will. Mesmerizing comeback performance by Jackie Earle Haley as an accused child molester who has never molested a child ... and yet.

Close, and by all means a cigar (alphabetical order)
"Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan"; "Casino Royale"; "Days of Glory"; "The Descent"; "Little Miss Sunshine"

Four over hyped duds
"Dreamgirls"; "Blood Diamond"; "The Prestige"; "V for Vendetta"

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

Richard T. Jameson has been editor of Movietone News (1971-81) and Film Comment (1990-2000) magazines, as well as Seattle's Queen Anne News (2003-present). He has been a member of the National Society of Film Critics since 1980.