1. Once

Believe the hype. John Carney's modern-day Irish musical spotlights the stunning musical combo of The Frames' Glen Hansard and Czech musician Marketa Irglova. The riveting music serves as the perfect background to the charming romance between the non-actors, who underplay their scenes and still deliver surprising emotions.

2. The Bourne Ultimatum

Opening with a spellbinding sequence at London's Waterloo Station, Paul Greengrass' non-stop chase rarely takes a breath and delivers one of the decade's best action films. As Jason Bourne, Matt Damon exudes little emotion but captures our attention through his relentless pursuit of the truth.

3. No Country for Old Men

Adapting Cormac McCarthy's novel has inspired the Coen Brothers to deliver one of their best films. Javier Bardem deserves the Best Supporting Actor award for his portrayal of relentless killer Anton Chigurh. It's a grim film that may frustrate general audiences, but it also greatly rewards thoughtful filmgoers.

4. In the Shadow of the Moon

I'm an Apollo junkie, which makes me the perfect audience for David Sington's intriguing documentary about the program. Composed primarily of interviews with all the living Apollo crew members (except Neil Armstong), this picture makes me wonder why space exploration doesn't hold the same allure among people in today's world.

5. Waitress

Keri Russell shines in this appealing story of a pregnant waitress who couldn't be less excited about having a baby. Directed warmly by the late Adrienne Shelly, this film also owes its success to supporting players like Nathan Fillion, Cheryl Hines, Andy Griffith and many others.

6. Ratatouille

I wasn't excited by the trailers for the latest Pixar feature, which made its remarkable story even more surprising. The story of a young rat that charms patrons of a Parisian restaurant doesn't play for cheap laughs and may work better for foodie adults than children.

7. Michael Clayton

Reminscent of classic thrillers from the '70s, this subtle tale of corruption includes great work from George Clooney but never feels like a star vehicle. Writer Tony Gilroy goes behind the camera for the first time and delivers a finely crafted, consistent picture.

8. Grindhouse

Much has been said about Quentin Tarantino and Robert Rodriguez's love for old grindhouse films and hopes to reignite the genre. Rodriguez's Planet Terror fits this mold and is entertaining, but it pales in comparison to Tarantino's Death Proof. Taking its time and introducing its characters during the first half, the film concludes with a stunning chase sequence that spotlights amazing stunt work from Zoe Bell.

9 American Gangster

Star power rules the day in the true-life story of gangster Frank Lucas (Denzel Washington), who actually rose above the Italian mob. His pursuer is Detective Richie Roberts (Russell Crowe), a bright cop with troubles at home but no black marks on the force. Director Ridley Scott creates a believable '70s atmosphere in this lengthy, well-acted drama.

10. Zodiac

In similar fashion to American Gangster, David Fincher's captivating procedural depicts a realistic look at the pressrooms and police stations of the 1970s. While the majority of the film concentrates on the pursuit of the Zodiac killer, we do get a few seriously chilling early murder sequences. James Vanderbilt's intelligent screenplay delves into the minds of the obsessed men who refused to give up when the trail has gone cold.

| Dan Heaton