50. X-Men: The Last Stand
We admit it, we were a little wary of this 'X' installment, with popcorn director Brett Ratner at the helm. But we have to give Ratner his due -- we had a helluva good time watching his first go at the superhero genre. Gotta say, we hope it's not really the 'Last.'
--Angie Argabrite
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49. The Science of Sleep
Like your crazy ex, Michel Gondry ('Eternal Sunshine') takes pleasure in toying with our heads, and it only makes us want to see more of him. In Gondry's most visual film yet, Gael García Bernal can't decipher dreams from reality, and it's a dizzying, spellbinding view to behold. --Kevin Polowy
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48. The Last Kiss
'Garden State' fans may find this Zach Braff flick about a guy who cheats on his girl depressing, but it's a resonant movie about love and growing up -- set to cool indie music. It'll probably convince you your significant other is a cheating slut, but, hey, that's the journey.
--Tom DiChiara
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47. Mission: Impossible III
What if I told you that 'III' is the most exciting, human and underrated of the 'Mission' movies? Believe it, because this intensely fun actioner from 'Lost' creator J.J. Abrams puts Tom Cruise's manic energy to much better use than couch vaulting.
--Tom DiChiara
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46. For Your Consideration
Christopher Guest and co. take on the movie industry's sacred cow -- the Oscars -- in their latest improv-heavy parody. Don't be put off by the insider-y theme, instead laugh at the jackasses that inhabit showbiz. Come on, you know you wanna. --Angie Argabrite
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45. Beerfest
In dismissing the latest gut-buster from Broken Lizard ('Super Troopers'), many critics cautioned readers that you'd have to be drunk to appreciate it. Um … duh? In fairness, they also pointed out that Cheech & Chong's 'Up in Smoke' "would be lost on DEA officials." --Kevin Polowy
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44. The Devil Wears Prada
It hits the mark with every juicy chick-flick detail: the "ugly" duckling who gets a Cinderella makeover, the swoon-inducing love triangle, the fabulous clothes ... and Meryl Streep, in her best performance since 'Sophie's Choice.' (OK, not. But she's spectacular.) --Patricia Chui
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43. Pursuit of Happyness
Raise your hand if you need a good man-cry. Will Smith is at his best as a single dad trying to get by with a few dollars and a dream. It's not only one of the most touching father-son stories since 'The Champ,' it's also a searing indictment of unpaid internships. They suck bad. --Kevin Polowy
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42. Volver
Penélope Cruz has been better known in the U.S. for her fellas (Cruise, McConaughey) than her films ('Captain Corelli'!). But with her warm, impassioned turn in 'Volver,' Almodóvar's muse finally gets to show what a stunning talent she truly is. ¡Qué bueno!
--Patricia Chui
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41. Dead Man's Chest
It's the 'Empire Strikes Back' of the 'Pirates' saga, complete with supremely evil adversary (Davy Jones), unresolved father-son issues, weird love triangle (guy, girl, ambiguously gay pirate) and cliffhanger ending (is Captain Jack a Kraken snack?). Need I say more? --Tom DiChiara
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40. The Good Shepherd
Beware a bespectacled Matt Damon. The actor dons a pair and goes dark places (see 'Mr. Ripley') Bourne couldn't even fathom. That ambiguity lends Robert De Niro's taut CIA thriller a chilling resonance. And makes us damn glad we refused that invitation to join the CIA. --Kevin Polowy
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39. An Inconvenient Truth
Al Gore became 2006's unlikeliest Comeback Kid with this blistering global warming doc, which shows more heart and humor than anything we saw from him in the 2000 election. Even some Republicans thawed toward Gore, and that says more than the box office ever could. --Patricia Chui
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38. Infamous
After the success of 'Capote,' this one never had a chance. So it's a shame more people didn't catch Toby Jones' funny, ferocious turn as the pint-sized gossip queen who stormed small-town Kansas and emerged sadder, wiser and both blessed and cursed with the story of a lifetime. --Patricia Chui
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37. Awesome ...
Let's face it, The Beastie Boys … they're kinda old now. But they've had a helluva career, and this electrifying concert doc -- shot by 50 fans, the footage skillfully woven together by MCA -- is a heartfelt tribute to their faithful and a sure-shot capsule of their best songs. --Kevin Polowy
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36. Cars
Pixar continued its undefeated streak, turning out yet another critical and box office success. This tale of a cocky racecar who learns to appreciate life off the beaten track appealed to kids and adults and, most impressively, showed that Larry the Cable Guy can be funny. --Tom DiChiara
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35. Aurora Borealis
Joshua Jackson is brilliant in this moving indie about a slacker who finds meaning in his relationships with his ailing grandfather (Donald Sutherland) and a free-spirited Replacements groupie (Juliette Lewis). It's by far Josh's best role since 'Mighty Ducks.' Yes, I went there. --Tom DiChiara
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34. The Ground Truth
Both a genuine tribute to U.S. troops and a scathing criticism of the military's treatment of them, this heartbreaking doc focuses on post-traumatic stress and returning soldiers now speaking out against the Iraq War. Just when we thought they couldn't get any braver ... --Kevin Polowy
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33. Miami Vice
Who'da thunk it, Michael Mann could turn his campy '80s TV series into a sweeping drama with Colin Farrell and Jamie Foxx? Mann took all the good parts of the show and put them on the screen. We don't miss Don Johnson, Philip Michael Thomas (or the pastel) one iota. --Angie Argabrite
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32. We Are Marshall
It was a disaster of unbelievable proportions; a 1970 plane crash killed almost the entire Marshall football team and its staff. The film dramatizes how the college -- and Huntington, W.V. -- rebuilt. The two Matthews, McConaughey and Fox, are yin and yang as coach and assistant. --Angie Argabrite
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31. The Illusionist
'The Prestige' and 'Lady in the Water' were splashier, but neither achieved the same level of mysticism as this modest yet exquisite film that revels in the possibilities of magic. Plus Edward Norton once again proves riveting, even if we do wish he'd smile more. --Patricia Chui
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30. Notes on a Scandal
Judi Dench is chilling as a manipulative crone who discovers fellow teacher Cate Blanchett's illicit affair with a student -- and decides to use the knowledge to emotionally blackmail the younger woman. Her voice-over gives insight into her malignant thoughts. --Angie Argabrite
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29. Road to Guantanamo
Apparently adept working in any genre (even porn! See '9 Songs'), Michael Winterbottom flexes his docudrama muscle in exposing the story of three wrongly accused British nationals tortured in Cuba. It's a potent political narrative that enrages, even if you're sick and enjoyed 'Hostel.' --Kevin Polowy
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28. Superman Returns
Bryan Singer proved that not even the Kryptonite that was 'Part IV' could kill the Man of Steel. Brandon Routh doesn't miss a beat as Christopher Reeve's heir, the special effects are terrific, and Lois Lane (Kate Bosworth) is actually hot! No offense, Margot Kidder. --Tom DiChiara
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27. The Queen
Helen Mirren gets stiff-lipped as Elizabeth II in this dramatization of how Diana's death forced the monarchy into modernity. It's a fascinating look at a very specific time -- a week when half the world, it seems, was united in its grief for the People's Princess.
--Angie Argabrite
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26. Catch a Fire
Derek Luke breaks out from teen sports movies ('Friday Night Lights,' 'Glory Road') in this under-seen thriller, more than matching co-star Tim Robbins in intensity level and setting the screen on fire (sorry) as a decent man turned terrorist by the brutality of apartheid. --Patricia Chui
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25. Why We Fight
Eugene Jarecki's sensational documentary about the U.S. war machine gets more relevant by the day. Instead of falling into the trap of telling you this is a film every American must see (d'oh!), I'll just wonder aloud why it couldn't have made a tenth of what 'Fahrenheit 9/11' grossed. --Kevin Polowy
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24. Babel
Alejandro González Iñárritu's brilliant meditation on the global breakdown of communication shows that although one event can tie people together on four different continents, it can't make them understand each other. It's utterly depressing, and that's why it's so good. --Tom DiChiara
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23. Inside Man
It'd been a while since Spike Lee's last hit (I'm guessing 'She Hate Me' won't be mentioned in his eulogy) but he went outside the box with 'Inside Man,' delivering a sly, savvy caper whose marquee stars are having such a ball, it oughta be criminal. Spike Lee, fun? Who knew? --Patricia Chui
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22. Jesus Camp
This documentary gives a frightening glimpse into the minority of the country that's co-opted our national political agenda for the last several years thanks to their attention-grabbing activism. And here's how they do it: They start training them young. Real young. --Angie Argabrite
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21. Apocalypto
Say what you will about Mel Gibson, but the guy took a cast of mostly Yucatec-speaking non-actors and a topic (the downfall of Mayan civilization) that's not exactly hot-button and made a 2 ½-hour film that's gorgeous, captivating, unique, and, frankly, awesome.
--Tom DiChiara
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20. Sherrybaby
Maggie Gyllenhaal is all raw emotion and unbridled Id as a former drug addict fresh out of jail and trying to get her life back on track, with mixed results. When Sherry tries to run off with her daughter but turns back, it's the most mature decision she's ever made. --Angie Argabrite
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19. The Groomsmen
You know you're in uncharted waters when Matthew Lillard plays a devoted family man; but he's just one of the likable, sharply drawn characters in this terrific Ed Burns film about buddies who bond, fight, and come together in the service of friendship, loyalty and rock 'n' roll. --Patricia Chui
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18. United 93
Paul Greengrass dramatizes what should have been a routine flight but that became the only planned suicide mission not to reach its target on 9/11. Pieced together from passengers' and crew members' last cell-phone calls, the film is quietly devastating.
--Angie Argabrite
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17. Little Children
Suburban dysfunction has been done to death ever since 'American Beauty,' but Todd Field ('In the Bedroom') crafts an entirely fresh melodrama on picket-fenced streets, in part thanks to the film's splendidly dry narration, in part to the sheer presence of Kate Winslet. --Kevin Polowy
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16. The Descent
This lean, mean thriller about sexy female spelunkers battling bloodthirsty cave mutants avoids classic fright-film pitfalls: lame twists, gratuitous shower scenes (OK, I like these) and a silly hook-wielding killer. And it oozes with a quality so many horror pics lack: actual horror. --Tom DiChiara
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15. Slither
A criminally under-seen horror thriller penned and directed by 'Dawn of the Dead' screenwriter James Gunn (also hubby to Jenna Fischer, Pam on 'The Office'), 'Slither' tickled us, grossed us out and gave us a renewed appreciation for Air Supply's 'All Out of Love.' --Angie Argabrite
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14. Thank You for Smoking
Writer-director Jason Reitman has done something awe-inspiring: He's made a smug chief lobbyist for Big Tobacco into a -- get this -- sympathetic character. For this, he owes no small debt to Aaron Eckhart, who imbues said lobbyist with equal parts piss, vinegar and vulnerability. --Tom DiChiara
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13. Water
Think you had a rough childhood? At 8, young Indian Chuyia (Sarala) is married off to an old (old!) geezer, and when he croaks she's banished to a widow's colony. Deep Metha's heartrending tale about outdated traditions a world's away would make a Bond villain sob. --Kevin Polowy
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12. Dave Chappelle's Block Party
He could do anything and make us laugh -- well, except quit TV. This purely fun doc alternates between the comic's brilliant non-act and treasured hip-hop acts and was the perfect antidote for those of us in 'Chappelle's Show' withdrawal. --Kevin Polowy
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11. Children of Men
Alfonso Cuarón follows up his masterful stab at 'Harry Potter' with a film about a war-torn future where women can no longer bear children. Not surprisingly, it's bleak and not for kids. But it is more powerful than a hormonal teenaged wizard hopped up on gillyweed. --Tom DiChiara
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10. Brick
A 1940s film noir set at a modern-day high school? What sounds like a bad gimmick is actually one of the freshest, smartest movies of the year, as cool and witty as Bogart on his best day. First-time director Rian Johnson, I think this is the beginning of a beautiful friendship. --Patricia Chui
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9. Stranger Than Fiction
Maybe his frat-boy demographic wasn't ready for a clothed and semi-serious Will Ferrell, but he charms the pants off of us in this sweet, funny Charlie Kaufman-like tale about an IRS auditor who learns he's the doomed hero of an unfinished novel. You stay classy, Will Ferrell. --Patricia Chui
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8. Dreamgirls
How good's the music? There shouldn't be that much clapping in a movie theater. How good's the acting? Jennifer Hudson, Beyonce and Eddie Murphy ALL upstage Best Actor Jamie Foxx. How much did I not care about musicals until this one came along? That one's just rhetorical. --Kevin Polowy
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7. Shut Up & Sing
This excellent Dixie Chicks documentary follows the band in the aftermath of singer Natalie Maines' 2003 Bush-bashing comment. Being reminded of how much the Chicks were bashed because of it makes us ashamed that those "patriots" are from our country. --Angie Argabrite
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6. Little Miss Sunshine
It's got a hilarious script and superb cast, but what makes 'Sunshine' rock so hard is its priceless details, from Dwayne's looks of horror to the van-pushing to Olive's gloriously tacky finale. Forget the superlatives; this film gets the highest praise I can give: I loved it. --Patricia Chui
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5. Borat
Despite offending just about every ethnic, religious and gender group known to man, woman or goat, Sacha Baron Cohen's improv comedy was a runaway hit and the funniest flick of the year. By the time the credits roll, you'll want to make sexytime with this moviefilm. --Tom DiChiara
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4. Casino Royale
Finally, a James Bond who bleeds when bad guys cut him, scars when the love of his life hurts him and wins the day with brut force and smarts rather than gadgets. It sounds blasphemous, but Daniel Craig might be the best Bond ever. That's right Lazenby fans.
--Tom DiChiara
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3. Half Nelson
Crackheads tend to get a bad rap. Ryan Gosling plays the first one I ever rooted hard for as a Brooklyn teacher trying to inspire kids while he just can't say "No." It's is a startling achievement, a penetrating, engrossing, outstanding film. And that's putting it lightly. --Kevin Polowy
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2. Pan's Labyrinth
For sheer breathtaking imagination and narrative genius, no film in recent memory can top this heartrending fairy tale, a reminder of what the best movies are supposed to do: spirit you away to a strange and wondrous new world. In every sense of the word, it's fantastic. --Patricia Chui
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1. The Departed
Martin Scorsese is bringing gritty Mob dramas back with this testosterone-charged Boston crime drama. There's a screen full of career-best performances -- Leo, Matt, Marky Mark -- and an ending so cool they needed three. And we loved every one of 'em.
--Angie Argabrite
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