10. Dave Chappelle’s Block Party (Michel Gondry) — It’s nothing more than what its title says, but it happens to contain maybe the greatest moment in any movie this year: The return of The Fugees, summoned by a radiant, plaintive Lauryn Hill singing “Killing Me Softly.”

9. Tristram Shandy: A Cock and Bull Story (Michael Winterbottom) — A gleeful, hilarious ode to moviemaking: $24.99 on Amazon.com. Rob Brydon and Steve Coogan staging an Al Pacino impersonation face-off: priceless.

8. Half Nelson (Ryan Fleck) — This indie turned the “inspirational inner-city teacher” cliché on its ear, thanks to a strong but subtle performance by Ryan Gosling as a history teacher with a crack addiction.

7. The Queen (Stephen Frears) — Fighting resentment and regret after the death of Princess Diana, Helen Mirren plays Queen Elizabeth II with the perfect pitch of pathos.

6. The Boys of Baraka (Heidi Ewing, Rachel Grady) — Baraka is a short but bittersweet documentary, simultaneously a chilling indictment of the American school system and a hopeful glimpse into young lives on the brink of change.

5. Babel (Alejandro González Iñárritu) — A harrowing symphony of global miscommunication, Babel features three continents, four languages, a massive cast and the supporting performance of the year: Adriana Barraza, who plays a loyalty-torn Mexican nanny.

4. Les Poupées russes [The Russian Dolls] (Cédric Klapisch) — An unsettling flash-forward to late 20something life, Klapisch’s Dolls also is a sadder but wiser companion to its predecessor, 2002’s study abroad quasi-classic L’Auberge espagnole.

3. 'The Descent' (Neil Marshall) — In the smartest and scariest monster horror film in years, Marshall mixes a breathtakingly suspenseful vacation-gone-wrong flick with a gruesome monster movie, topping it off with a dose of deception and revenge.

2. 'The Departed (Martin Scorsese) and 'The Good Shepherd' (Robert De Niro) — Behold, two masterpieces of moral, political and criminal compromise. Scorsese’s thriller crackles and pops as a bloody game of double cat-and-mouse, while De Niro’s Shepherd is a quiet, heady espionage epic that unfolds in a furtive whisper.

1. 'A Prairie Home Companion' (Robert Altman) — It’s impossible not to watch Altman’s film without connecting its themes of death and finality to the director’s November passing. But quite miraculously, Companion still manages to be the most wondrous and hopeful movie of the year, a perfect goodbye hardly anyone in showbiz gets.