1. Sideways: Two washouts - a failed novelist (Paul Giamatti) and a horn-dog actor (Thomas Haden Church) dreading his impending marriage - hit California wine country, get wasted and pick up two waitresses (Virginia Madsen and Sandra Oh). And this I'm calling the best movie of the year? You better believe it. Sideways has it all: Sublime acting; acutely perceptive direction by Alexander Payne, who wrote the model of a script with Jim Taylor; and a way of getting inside the heads of its characters until the details of their obsessions, their language and their coping mechanisms for failure in life and love hold up a mirror for all of us to gaze at our flawed selves. It's the only perfect movie of 2004.
2. Eternal Sunshine of the Spotless Mind: It seems impossible that Charlie Kaufman (Being John Mallovich, Adaptation) can keep turning out such innovative scripts, each finding the harsh reality in fantasy. Sunshine, directed with visual wizardry by Michel Gondry, raises the bar by being his most deeply felt work to date. A subtly moving Jim Carrey and a flamboyantly superb Kate Winslet work miracles as ex-lovers who seek medical help to erase each other from their bruised memories. The film juggles so many ideas that it threatens to spin out of control. But watch out - it sneaks up on you and knocks you flat.
3. Million Dollar Baby: It sounds like pure cliché: a cranky, no-bull fight trainer (Clint Eastwood) grudgingly takes on a girl boxer (Hilary Swank) with the help of a retired champ (Morgan Freeman). But Eastwood, as actor and director, cuts out every ounce of formula fat and replaces it with unsparing intelligence and rigorous attention to emotional detail. The film hits you like a surprise left hook. And Eastwood's performance nudges past Unforgiven, Tightrope and In the Line of Fire to rank as the best of his career.
4. The Aviator: You have to look hard to find the fiercely violent rumblings of the director of Raging Bull, Taxi Driver and GoodFellas in this propulsively entertaining biography of eccentric billionaire Howard Hughes (Leonardo DiCaprio, in his most mature and mesmerizing performance). But Martin Scorsese puts his indelible stamp and a fresh spin on this tale of old Hollywood and an obsessive-compulsive aviation tycoon with a visionary's eye on the future. Hughes' tormented genius powers the epic we've been waiting for all year.
5. The Incredibles: Red-staters have tried to claim this Pixar animated classic as their own. Screw that. Kiddies may thrill to this tale of a superhero family that comes out of retirement to kick ass. Let them. But writer and director Brad Bird, a gifted and wicked original, pulls in themes of midlife crisis, marital angst and parental dysfunction that give the movie a depth charge you won't find in Shrek 2, Shark Tale or SpongeBob. Only a sequel-begging ending disappoints.
6. Kinsey: Red-staters won't go near this potent and provocative biopic about Alfred Kinsey (a never-better Liam Neeson), the researcher who revolutionized America in the 1940s by laying out every kinky detail of the dick-pulling, pussy-licking and acrobatic sex positioning going on in the nation's bedrooms and often right out in public. Laura Linney gives a knockout performance as Dr. K.'s wife ("I never see him since he discovered sex"). Director-writer Bill Condon (Gods and Monsters) takes playfully perverse joy in showing how sexual hypocrisy is still alive and well.
7. Closer: More sex. This time from four gorgeous actors (Julia Roberts, Natalie Portman, Clive Owen, Jude Law) unafraid to tell it like it is. Mike Nichols, working from Patrick Marber's play, orchestrates this sex-swapping quartet like a maestro of twisted eroticism, showing how truth can heal and also hurt like hell. With dialogue that singes the ears, Closer isn't interested in offering comfort to the confused. It wants to sting. And does it ever.
8. Finding Neverland: There's a terrific irony in this fact-based tale of Peter Pan author J.M. Barrie (a beautifully nuanced turn by Johnny Depp) being sold as a feelgood fable. Barrie, trapped in a loveless marriage, uses a young widow (Kate Winslet) and her four sons, especially Peter (the superb Freddie Highmore), as a model for his most famous work. The film, directed by Marc Forster (Monster's Ball), is gently and quietly moving. Its power comes not from sentiment but from its compelling grip on loneliness and its effect on more than one lost boy.
9. Kill Bill Vol. 2: The academy will probably never recognize Uma Thurman for her tour de force as the Bride in Quentin Tarantino's gritty and grand tribute to the grind-house fun of action-revenge tales from Hong Kong to Japan. Vol. 2, which supersizes David Carradine's slithery brilliance as Bill, does more than add to 2003's Vol. 1 - it completes the picture in high style. Tarantino is drunk on the disreputable thrill of movies that aren't supposed to be good for you.
10. Fahrenheit 9/11: The biggest documentary moneymaker ever ($120 million) is the blue-state movie of the year. It's also a film with historical, humanist and cinematic value far beyond its brave but futile attempt to boot George W. Bush from the White House. That failure may mean that Moore will lose his bid to see Fahrenheit 9/11 become the first doc to win an Oscar nomination as Best Picture. Come on, you Academy slogs, make a little history, why don't you? Whatever you think of Big Mike, his film is seriously funny and influential. Look at the nonfiction films, from Super Size Me to Control Room, that thrived this year. Moore has put a Woodward-and-Bernstein spin on a neglected form and made docs a cool place to be for film rebels spoiling to be heard.
Other bests for 2004
10 Best runners-up: Before Sunset, Collateral, The Door in the Floor, Ray, Hotel Rwanda, Vera Drake, In Good Company, Broadway: The Golden Age, Metallica: Some Kind of Monster, Team America.
Best foreign-language film: Bad Education, Pedro Almodóvar's haunting film noir, tops fierce competition from Maria Full of Grace, The Sea Inside, House of Flying Daggers, Infernal Affairs, Red Lights, Notre Musique, Since Otar Left, The Motorcycle Diaries and, yes, the overwrought but over-whelming The Passion of the Christ.
Best first film: Tarnation, Jonathan Caouette's astonishing home movie of his own young life. High praise to Garden State (Zach Braff), Maria Full of Grace (Joshua Marston), Napoleon Dynamite (Jared Hess) and Primer (Shane Carruth).
Best critic Jack-off movie (that audiences don't get): David O. Russell's I Heart Huckabees, tied with Jonathan Glazer's Birth. Best movie song: Mick Jagger and Dave Stewart should win the Oscar for "Old Habits Die Hard" (Alfie), but don't write off those immortal ditties from Team America: "I'm So Ronery," "You Are Worthless, Alec Baldwin" and "America - Fuck, Yeah!"