1)  Eternal Sunsine of the Spotless Mind - A wild thrill-ride anchored by an excellent performance by Kate Winslet, it broke my heart and mended it several times.  Along with Before Sunset and Spanglish, this proved to be a very interesting year of subversive "date" films.

2)  Before Sunset - Who could have expected that watching Ethan Hawke and Julie Delpy having an awkward reunion while walking and talking could be so much fun.

3)  Infernal Affairs - Jolly good fun with a mobster who's really a cop, a cop who's really a mobster, and plenty of intrigue while each try to find the other one out.  Proves that action films don't need wall-to-wall action to be great.

4)  Million Dollar Baby - Eastwood, Swank, and Freeman, oh my.

5)  Hero - Any movie with Ziyi Zhang I will go to see, forever - I swear - just please make them all this visually gorgeous.

6)  The Saddest Music in the World - Guy Maddin isn't for everyone, but if you've ever longed to see Isabella Rossellini standing on glass legs filled with beer then this remains your only choice so far.  I thought it was darn funny, although it didn't have much heart it's originality scores some extra points.

7)  The Bourne Supremacy - Another action film on the subtler side, that takes the viewer on a whirlwind tour of the back alleys of Europe and Russia.

8)  Harry Potter and the Prisoner of Azkaban - The first of the Potter films that actually made me want to go out and read the next book, which I still haven't done yet...  Dark and mysterious, it allowed the characters a little bit of depth.

9)  Garden State - I'll take Natalie Portman's performance in this little gem over Closer, but that's what she won a Golden Globe for, so shows you what I know.  A promising first feature for Zach Braff.

10)  Spanglish - I wasn't thrilled with this movie when I left the theater, but it's stuck with me as a strange love story that's really about parent's love for their kids brought out through thoughts of infidelity.  But it's also pretty funny, and touches on class/cultural issues.

Also Worthy of Consideration:

Undertow - another golden nugget from David Gordon Green, not yet 30 and already an accomplished filmmaker.  Does that bother anyone else?

Zatoichi - Takeshi "Beat" Kitano gets to flex some of his comedic muscle along with his swordsmanship.  Check out the special dvd edition that includes a 2nd feature, "Sonatine" - a Kitano classic.

James' Journey to Jerusalem - Don't be a "freyer" - learn from James.

When Will I Be Loved - Neve Campbell gives a terrific, sultry performance that takes the art of flirting to another level.

The Terminal - If it weren't for the wasted time on a love interest story line - even the beauty of Catherine Zeta-Jones didn't make it worth the effort - this one would've rated higher.