Honorable Mention: Finding Nemo, A Mighty Wind, Mystic River, American Splendor, Seabiscuit, Cold Mountain.

Wish I'd Seen: 21 Grams, Bend It Like Beckham, Casa de los Babys, City of God, Divine Intervention, Fog of War, In America, Kill Bill, Lilya 4-Ever, Winged Migration.

10. (tie) Pirates of the Caribbean: The Curse of the Black Pearl and Master and Commander: The Far Side of the World -- Hollywood showed that it's not entirely lost at sea with these completely different but thrilling sea adventures. Johnny Depp should wear eyeliner more often, and Peter Weir provided the blueprint for how to capture the ocean on film, respectively.

9. Capturing the Friedmans -- Andrew Jarecki could be accused of narrative trickery, but his documentary about the destruction of an American family in the face of child molestation charges is both harrowing and fascinating to watch. A fest fave.

8. Russian Ark --Technically a 2002, but this landmark film -- made in one long continuous take -- by Alexander Sokurov transcends its novelty so gloriously that it cannot be overlooked. Sokurov's camera floats effortlessly (so it seems) through the Hermitage Museum in St. Petersburg, offering one of the most visually stunning history lessons you'll find. A highlight of the New Orleans Film Festival.

7. The Good Thief -- Two men who love to explore lost souls -- director Neil Jordan and actor Nick Nolte -- paired up for this delicious homage to Jean-Pierre Melville's Bob le Flambeur, but with a decidedly multicultural vibe set in the south of France. This is Nolte at his finest, and Jordan shows once again how he can move around in a mysterious world with loveable losers.

6. The Station Agent -- Despite its slight nature, Thomas McCarthy's story of three disconnected people (Peter Dinklage, Patricia Clarkson, Bobby Cannavale) reaching out awkwardly to each other has an undeniable charm and was another highlight of this year's New Orleans Film Festival. Say what you will about Dinklage and Clarkson, but Cannavale steals the show here.

5. Man on the Train -- Jean Rochefort and Johnny Hallyday turned in brilliant, meditative performances as a retired schoolteacher and fading bank robber, respectively, who find value in each other's lives in this film by Patrice Leconte. Perspective is rarely this bittersweet, and Leconte shows how relative our lives can be and how indelible our choices are. It's also fun to watch two actors see who can under-act, instead of out-act, each other. (It was a tie, by the way.)

4. Whale Rider -- Keisha Castle-Hughes' performance is the biggest reason to watch Niki Caro's poignant (though lightly manipulative) story of a Maori girl who may be the heir apparent to lead her village. Her speech about her father is worth the price of admission alone. If Caro hadn't given in to the temptation of such a calculated ending, this would have been near classic stuff.

3. Dirty Pretty Things -- Stephen Frears shows he's still got it with this thriller with a heart about an African immigrant cabbie in London trying to help others while solving a murder and avoiding deportation. When he's on, Frears is a delight, and here he shows a multicultural London culture that is hanging on by a thread. Audrey Tatou (of Amelie fame) delivers a relatively modulated performance as the sort-of love interest.

2. The Lord of the Rings: The Return of the King -- Too bad this fine ending of the LOTR trilogy was so drawn out and still managed to rank as high as this, but Peter Jackson is a marvel to behold, and despite its flaws (manipulative, redundant), The Return of the King shows sometimes good things come in threes. Fairy tales and fantasy rarely are brought to the screen with so much depth and caring; this may be the movie trilogy of all time. If someone can make Viggo Mortensen look like a good actor, he must be doing something right.