50. 'Alice in Wonderland'What's with the hate, critics? Granted, Tim Burton's refashioning of Lewis Carroll's tale lacked some narrative focus, and it probably didn't need to be in 3-D. But the film is visually striking, Helena Bonham Carter's Red Queen and her gigantic head (not to mention those frog servants) had us in stitches, and Mia Wasikowska is lovely as an Alice who only wants to live her own life. Just please don't make us watch Johnny Depp break-dance again. -- Patricia J. Chui
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49. 'The Twilight Saga: Eclipse'We know what you're thinking: 'Twilight'? Really?! But before you judge, hear us out: While it didn't exactly reinvent 'Citizen Kane,' at the end of the day, 'Eclipse' was a pretty fun time at the movies. Sure, it had its fair share of 'Twilight' trappings, and we still think Bella would have been better off with Jacob, not Edward. But as an action-thriller, 'Eclipse' totally worked. (The scene in which Bryce Dallas Howard gets her head smashed? Awesome.) If ever there was a time to embrace 'The Twilight Saga,' it would be 2010. -- Andy Scott
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48. 'Made in Dagenham'Another spirited 'Full Monty'-style tale of working-class Britons standing up for themselves and challenging class and gender norms in the process -- only this one happens to be based on a true story. Sally Hawkins is feisty, funny and ultimately moving as the Norma Rae type who leads a squad of seamstresses at a Ford plant in 1968 in England's first successful battle to ensure that women earned equal pay to men in equivalent jobs. -- Gary Susman
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47. 'Buried'A claustrophobic's worst nightmare, this is the only film to ever take place entirely within the confines of a wooden coffin. The sole person we ever see on screen –- Paul (played by Ryan Reynolds) –- endures just about every horror possible. As the viewer we are buried alive, too, and we gasp for air right along with him. This one's definitely not for the faint of heart. -- Chris Jancelewicz
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46. 'TRON: Legacy'Disney took a major gamble by throwing an estimated $170 million at a sequel to a cult 1982 movie that few people have ever seen. Whether it earns back that massive investment remains to be seen, but the overall result is a genuinely exciting, eye-popping, 3-D action flick about a human (Garrett Hedlund) who gets sucked into a sentient computer program while searching for his long-lost father (Jeff Bridges). You can bet that if it does turn a profit, the next installment in the 'TRON' franchise won't take 28 years to come to the screen. -- John Sellers
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45. 'I Love You Phillip Morris'Jim Carrey turns in his funniest movie in a decade in this bizarre true story about a gay con-man who won't let prison -- or anything else, for that matter -- keep him from the love of his life, Phillip Morris (Ewan MacGregor). This subversive, laugh-a-minute comedy -- which almost didn't get released -- is 'Catch Me if You Can' with dark, twisted humor and a zany lead performance by Carrey. -- Brian Childs
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44. 'Shutter Island'When is a horror film just a little bit "more" of a horror film? When folks like Martin Scorsese and Leonardo DiCaprio lend their inestimable talents to a crafty new take on a very old story. A charmingly old-fashioned "haunted asylum" thriller on one hand, and a fascinating rumination on the deceptive powers of madness on the other, the film succeeds on equal doses of moody atmosphere, clever storytelling and some powerfully good acting. (Mark Ruffalo is particularly great as DiCaprio's detective partner.) Although it probably won't rank among Mr. Scorsese's all-time best, 'Shutter Island' stands as a testament to the man's love for cinema. -- Scott Weinberg
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43. 'Monsters'This overlooked, low-budget sci-fi gem proves the old adage that less is more. Shot for a reported $15,000 and devoid of flashy special effects or a marquis name, 'Monsters' had to make do instead with a solid story; it documents a romance that blossoms in a Mexico "infected" by (usually unseen) giant squid-like aliens. In the process, like 'District 9' before it, the film provides a neat allegory about a thorny real-world subject (in this case, immigration). -- JS
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42. 'Casino Jack and the United States of Money'Kevin Spacey made a game try of embodying disgraced lobbyist Jack Abramoff (in a fiction feature simply called 'Casino Jack,') but in Alex Gibney's documentary, the real thing is even funnier and more outrageous. Gibney untangles the double-dealing schemes that made Abramoff Washington's most powerful influence peddler, the scandals that took him down (and some national politicians with him), and the system of Congressional payola he perfected, which continues humming smoothly and fleecing taxpayers in his absence. -- GS
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41. 'Catfish'One of the most buzzed-about documentaries of the year grabbed everyone's attention with its creepy trailer and "shh, don't tell" ad campaign. Following three New York City filmmakers and their relationship with a child-painting-prodigy and her Midwest family, the film revealed the new disconnect that exists in relationships forged entirely over social media. Some audiences grew upset that the movie didn't live up to the hype they were promised, and the directors have had to defend their movie from accusations of being staged, but nonetheless, 'Catfish' offers an intimate look at lonely people in America and the weird things they'll do for attention. -- Eric Larnick
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40. 'Red'Known more formally as "that movie with old people playing assassins," 'Red' attracted less attention this year than that OTHER movie with aging action stars, 'The Expendables.' But this movie was droll, witty, well-acted by its powerhouse thespian cast ... and most importantly, it was a heck of a lot of fun. Plus, the pleasures of watching Helen Mirren hoist a machine gun while wearing an evening gown cannot be overstated. -- PJC
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39. 'Mother'There are few things we admire more than a filmmaker who is willing to try something new each time out. This definitely holds true for Korean filmmaker Bong Joon-ho, who, after highly appealing monster movie 'The Host,' returns with a strange but entirely appealing crime thriller (of sorts). The tale of an overbearing mother who will do anything to clear the name of her son (who has been accused of murder), it's an odd but captivating character study that goes to some weird places but never loses its confident stride. Suffice to say, you've heard lead actress Kim Hye-ja mentioned in early awards banter for very good reason. -- SW
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38. 'Inside Job'Charles Ferguson attacks the 2008 financial meltdown with the same scholarly rigor he brought to the Iraq War in 'No End in Sight,' and with the same fearlessness in naming names and placing blame for the self-serving decision-making of a few plutocrats that continues to affect us all. After all, as the movie makes clear, the principals haven't been held accountable, and the system of collusion between Wall Street, Washington and academia that made their abuses possible remains firmly in place. -- GS
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37. 'Let Me In'It's one of this year's best films, and it may also go on to become one of the greatest horror remakes of all time. This Swedish-turned-English-language sensation, about a young boy who befriends a young girl, both of them emotionally tortured for different reasons (he's bullied; she's a vampire), was sweet on the inside and gory on the outside. 'Cloverfield' director Matt Reeves managed to capture a freakish, nostalgic mood with his '80s setting, not to mention stellar performances from his two young stars. The only disappointment was that more people didn't see it. -- Erik Davis
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36. 'Enter the Void'Probably the most divisive film on the list, 'Void' explores the cycle of life and death as an overwhelming, intense series of moments -- graphic sex, traumatic accidents, abortion and birth are all depicted in an unflinching manner -- and that would be enough to confront most viewers. But what makes 'Enter the Void' so revolutionary is the cinematic approach to such human material; told from the out-of-body perspective of a dying, drug-tripping man, the film explores Tokyo nightlife and people's sensory excesses. Its a three-hour-long, psychedelic, colorful look at humanity that's not just a viewing experience, but also a senses-stimulating, hallucinogenic trip. -- EL
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35. 'Easy A'In a year that lacked strong comedies, 'Easy A' was a breath of fresh air and a return to the beloved high school laffers that seemed to die with 'Mean Girls.' The film -- a loose take on 'The Scarlet Letter,' in which a high school student's (Emma Stone) reputation goes sour when she pretends to hook up with boys at her school -- made audiences laugh and smile, and solidified its place as one of the best feel-good comedies of the year. Even better: It finally gave Stone the chance to shine as a charming and -- more importantly -- funny leading lady. (Just watch her sing 'Pocketful of Sunshine' if you don't believe us.) -- Gaby Dunn
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34. 'Another Year'Keeping in the tradition of his previous films, Mike Leigh ('Secrets and Lies,' 'Vera Drake') finds brilliance in an otherwise simple story -- in this case, a year in the life of a happily married couple, ironically named Tom and Gerri. Although Tom and Gerri drive the narrative plot, it's actually their boozing friend, Mary, who steals the show, thanks to a lively -- but mostly devastating -- performance by Lesley Manville. While most Hollywood blockbusters disappointed, this little indie proved to be one of the year's must-see movies. -- AS
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33. 'The Other Guys'After a couple of hiccups, Will Ferrell returns to fine form in this hilarious buddy-cop comedy opposite Mark Wahlberg. Reteaming with Adam McKay, the film follows two polar-opposite cops with only one thing in common: everyone thinks they're a joke. But when they stumble upon an opportunity to finally prove themselves, hilarity ensues, complete with a scene-stealing Michael Keaton, memorable campos by Samuel L. Jackson, Derek Jeter and Dwane Johnson. Oh, and did we mention a smoking-hot Eva Mendes singing 'Pimps Don't Cry'? -- Alicia Roda
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32. 'Tangled'The Magic Kingdom has never looked more magical than it does in Disney's princess rom-com, 'Tangled.' Loosely based off of the classic fairytale 'Rapunzel,' the story -- voiced by Mandy Moore and Zachary Levi -- gets a fresh coat of paint with the help of some rock 'n' roll, a host of family-friendly odd ball characters and a beauty-obsessed evil stepmother, deliciously voiced by Donna Murphy. This one is a hair above the rest. -- BC
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31. 'Four Lions'A farce can court controversy just for the hell of it, or it can earn its notoriety through sheer force of bravery. Chris Morris' 'Four Lions' most certainly falls into the latter category, as it's easily one of the most brazen, intelligent and incendiary comedies of the past several years. Perhaps best described as a "comedy of terror(ist)s," the trenchant and confident flick boldly tackles material that's rarely (if ever) made fun of, and somehow manages to turn a parody about extremist values into an unexpectedly moving tale about the simple and innate cluelessness of the human animal. Destined to be talked about for years to come. -- SW
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30. 'Despicable Me'With a stellar cast that includes Steve Carell, Miranda Cosgrove and Jason Segel, 'Despicable Me' was one of the best kids' movies of 2010, and one of the most entertaining of any movie, as well. Following wannabe villain Gru (Carell) and his quest to be defeat newbie Victor (Segel), 'Despicable Me' proved to be both adorable and touching, especially when Gru finds a family in three adopted little girls. (Plus, those little yellow "minions" were just so huggable!) -- GD
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29. 'The Fighter'David O'Russell ('I Heart Huckabees,' 'Three Kings') packs a real punch in his inspirational take on boxer Micky Ward's (Mark Wahlberg) journey to become junior welterweight champion. Mark Wahlberg is wonderful in the title role, and is supported nicely by Amy Adams, who plays Micky's bartending girlfriend, Charlene. But the real reason to see the film Oscar frontrunner Christian Bale, who, at the risk of using another boxing pun, gives a knockout performance, as Ward's crack-addicted brother, Dicky. -- AS
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28. 'Animal Kingdom'This Aussie crime thriller is too ominous and claustrophobic to be described with cliche terms like "gritty" and "dark." The story of a teenage boy, adopted by his crime-lord relatives, features a cast-load of unnerving, distrustful performances -- from young new-comers to Down Under legends that are finally getting the stateside acclaim they deserve (Jacki Weaver!) -- and the movie only grows in dread as the cops move in and the death toll rises. One of the bleakest, most gripping films of the year, 'Animal Kingdom' never lets you forget that family or no family, life and death is always determined by survival of the fittest. -- EL
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27. 'The Ghost Writer'Nearly lost amid the legal kerfuffle concerning Roman Polanski earlier this year was the fact that the beleaguered director's has created an instant genre classic with this taut political thriller about a writer (Ewan MacGregor) hired to "ghost" the memoirs of a Tony Blair-esque former prime minister (Pierce Brosnan). In his quest to uncover more and more about the PM's shady affairs, MacGregor dives down the proverbial rabbit hole -- and, refreshingly, there are no happy endings here. -- JS
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26. 'A Prophet'Prison movies have been done before (ad nauseum), but none are as bleak and dark as this French drama. Sure, we've seen the gang warfare, the corrupt guards, the violent sexual violations and the oft-unsanitary environs of jail, but not in this light. Imagine navigating the murky waters of prison life as an illiterate teenager? -- CJ
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25. 'Harry Potter and the Deathly Hallows Part I'Setting the tone for the final installment of the 'Harry Potter' franchise, 'Deathly Hallows' proved to be the darkest -- and one of the best -- 'Potter' movies thus far. Sure, there were some tears (RIP Dobby!), and Harry, Hermione and Ron faced their fair share of road blocks (getting tortured by Death Eaters, anyone?). But Daniel Radcliffe, Emma Watson and Rupert Grint handled the acting challenge like pros, and the thrills and excitement experienced in 'Part I' has us itching to see 'Part II' next summer. -- GD
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24. 'Restrepo'Take 'The Hurt Locker' and make it real; there you have 'Restrepo.' Never before has a documentary taken us so close to the war in Afghanistan. You'll jump out of your seat as the mortars go off, the machine guns fire, and the platoon's comrades fall under enemy attack. When the soldiers in the movie talk about their harrowing nightmares, they're not just paying lip service. After you watch, you might just have those nightmares, too. -- CJ
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23. 'The Illusionist'Tender, quiet moments are dwelled upon in this beautiful animated feature based on a post-mortem script by French comedic legend Jacques Tati. Nearly wordless, 'The Illusionist' poignantly illustrates the saddness of old men made obsolete in an increasingly younger, faster world. -- BC
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22. 'Joan Rivers: A Piece of Work'This up-close-and-personal look at legendary comedienne Joan Rivers is every bit as funny as you'd expect it to be. But in between jokes, audiences also get to see a rare glimpse of Rivers' serious side, with segments on aging in show business, her fallout with 'Tonight Show' host Johnny Carson and her husband's suicide. One of the best documentaries of the year, 'A Piece of Work' will satisfy fans of Rivers' comedy and win over any lingering skeptics. -- AS
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21. 'The Girl With the Dragon Tattoo'If you wonder why Stieg Larsson's 'Millennium' trilogy became worldwide bestsellers, check out the first (and best) of the three film adaptations, which also transcended language to deliver universal thrills. The premise -- crusading journalist and hacker team up to expose powerful conspirators -- is familiar. But Lisbeth Salander, with all her psychic damage, cyber-savvy and punk-feminist fury, is an exciting new kind of heroine, and by bringing her to jittery life, Noomi Rapace has become a blazing new international star. -- GS
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20. 'The Town'After wowing critics and audiences in 2007 with 'Gone Baby Gone,' Ben Affleck returned to the director's chair this year to helm 'The Town,' a tense and wonderfully acted story about a bank robber (Affleck) who falls in love with one of his hostages (Rebecca Hall). With thrilling chase scenes and a frighteningly good supporting performance by Jeremy Renner ('The Hurt Locker'), 'The Town' confirmed Affleck's comeback and established him as one Hollywood's most promising directors. Suddenly, this former punchline is on his way to becoming the next Robert Redford. -- AS
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19. 'I Am Love'If anything, 'I Am Love' was a wonderful platform for the fabulous Tilda Swinton, who once again delivered an Oscar-worthy performance. In this case, she plays a Russian immigrant who marries into a wealthy Italian family, and later, engages in a steamy love affair with her son's business partner. The movie is a tale of passion -- for food, for color and above all things, for love. And with Swinton at the center, 'I Am Love' sucks its audience into a sweeping world of passion and melodrama not seen since the days of Douglas Sirk. -- GD
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18. 'The Tillman Story'This documentary of the true story of Pat Tillman -- the NFL star who was killed by "friendly-fire" in Afghanistan -- is sure to leave audiences angry, upset and confused. As you watch the family's attempts to find out what happened to their son/husband/brother, you'll be shocked to see how the government could cover up what happened to him in his final moments, and you'll feel their frustrations and grief as they watch Tillman's death get turned into media spin for a highly politicized war. The film asks uncomfortable questions, first answering "How did this happen?" in all its depressing truth; however, its the pursuit to discover "Why did this happen?" that will last with you for a long time. -- EL
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17. 'Rabbit Hole'At first (or even second) glance, this may look like just another year-end tearjerker tailor-made for the Oscars. But 'Rabbit Hole' is considerably more than your run-of-the-mill melodrama. Based on the Pulitzer Prize-winning stage play, and brought to the screen with warmth and great confidence by John Cameron Mitchell ('Hedwig and the Angry Inch'), the film stars Nicole Kidman and Aaron Eckhart as a formerly happy couple who are dealing with the death of their four-year-old son. Obviously it's a "sad" film, but it's also very touching, sincere, bittersweet and (best of all) hopeful. All that without ever going for the push-button moment, the scene-chomping tirade or the trite and obvious cliché. -- SW
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16. 'The Secret in Their Eyes'Winner of the 2009 Academy Award for Best Foreign Language Film, this Argentine gem was sadly released in the U.S. right after we published our year-end list last year. Directed by Juan Jose Companella, whose 2002 film 'Son of the Bride' was also nominated for an Oscar, 'Secret' is a spellbinding crime-drama about an unsolved murder case and the possible involvement of a corrupt government. Just as one dark secret is realized, another gets in the way, making every second of the film as thrilling as the last. -- AR
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15. 'Kick-Ass'Behold the post-modern comic book movie. A superhero movie -- starring characters who get their training from other superhero movies -- has all the exaggerated violence and black comedy that the subject demands, and is one of the few hard-R-rated films in which the excessive language and gratuitous violence is earned. The film features not one, but two show-stealing performances: Nic Cage, whose manic craziness is harnessed pitch-perfectly as vendetta-crazed Big Daddy, and 13-year-old Chloe "Hit Girl" Moretz, who shocked audiences with an action-packed character far older than her age lets on. The comparisons to Jodie Foster in 'Taxi Driver' are well-deserved. -- EL
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14. 'Waiting for 'Superman'Davis Guggenheim's latest documentary should be a must-see for every single American. The film delves deep into the crumbling education system in the U.S., highlighting the grim, uphill battles that most children in this country face. Think you had it bad in school? You should check out some of these teachers, including the gem who just reads a magazine while kids pass drugs to one another at their desks. This movie doesn't just tell a grim story; it's meant to be an incentive for change. -- CJ
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13. 'Scott Pilgrim vs. the World'Old fogeys who couldn't wrap their heads around the 8-bit aesthetic will point to 'SP''s box office as proof that it didn't work. But 'Scott Pilgrim' represents the greatest generational divide on the list; this is the first movie to use the narrative language of video games (and comic books and indie rock, too!) to tell a simple story about young love. No movie took a bigger risk at re-writing the movie narrative, or packed each scene with as much color, sound, clever writing and great acting. It's funny, exciting, engrossing and hypnotic -- and not just for "short-attention-spans." It's the future of movies, and that's a good thing. -- EL
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12. '127 Hours'Oscar-winning director Danny Boyle ('Slumdog Millionaire') brings his A-game in this harrowing look at real-life mountain climber Aron Ralston, who was forced to amputate his own arm after it became trapped by a boulder in 2003. The heart of the film lies in its brilliant lead performance by James Franco, whose one-man show beautifully captured Ralston's humor, sadness, fear and, finally, his determination to survive. Sure, that amputation scene was tough to sit through, but the film's emotional payoff made '127 Hours' time well spent in the theater. -- AS
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11. 'Blue Valentine'As their director Derek Cianfrance noted, Ryan Gosling and Michelle Williams are so good (as a couple seen both at the shy, sweet dawn of their courtship and at the bitter collapse of their marriage), they may be too convincing. That realism -- including a discreet sex scene that nearly earned the film an NC-17 rating -- gives the movie a grubby, lived-in feeling that polished Hollywood romances lack and that keeps you rooting for these star-crossed lovers to find common ground. -- GS
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10. 'How to Train Your Dragon'There are so many cute-but-disposable animated features every year, but there always manage to be one or two that steals just a little of Pixar's (well-deserved) thunder. In 2010, that film was the effortlessly (and unexpectedly) charming DreamWorks release 'How to Train Your Dragon.' Half-comedy, half-adventure, and 100 percent insightful about the morality tales it has to offer, 'Dragon' appeals to a wide array of demographics for a wide variety of reasons. But it all boils down to a simple equation: a film should be good enough for our children, and then it should go a bit further and be good enough for grown-ups, too. Plus, any animated feature that managed to avoid being overshadowed by the (also lovely) 'Toy Story 3' is most definitely worthy of note. -- SW
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9. 'The King's Speech'Sure, 'The King's Speech' may seem like your typical Oscar-bait at first, given its principal cast (Colin Firth, Geoffrey Rush and Helena Bonham Carter) and award-winning director (Tom Hooper). But seconds into the movie, you realize it's so much more. Writer David Seidler based the remarkable story around King George VI's real friendship with his speech therapist, Lionel, who helped the monarch overcome his nearly career-ending stammer. It's an endearing and at times funny movie that makes the Royal Family relatable to the average moviegoer. The film is also impeccably acted, especially by Firth, who is a shoo-in to win this year's Best Actor Oscar. -- AR
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8. 'The Kids Are All Right'Julianne Moore and Annette Bening turn out two of the year's best performances as a lesbian couple whose two kids throw a dysfunctional curveball at them by tracking down the biological father (Mark Ruffalo) they never met and injecting him straight into their everyday lives. Funny, charming and poignant, this film about learning who you are and why you are stormed our hearts while opening our minds. -- ED
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7. 'True Grit'This love letter to the old Western was more an adaptation of the novel than a straight remake of the John Wayne classic. The latest from writer-directors Joel and Ethan Coen follows a whip-smart, hardened 14-year-old girl (Hailee Steinfeld) who teams with a drunken, washed-up U.S. Marshal (Jeff Bridges) and a slightly inept, yet heroic Texas Ranger (Matt Damon) to hunt down the man who killed her father. With breathtaking scenic shots, addictive wordplay and top-notch performances all around (especially from up-and-comer Steinfeld), the Coen brothers once again find themselves at the top of their game. -- ED
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6. 'Black Swan'Natalie Portman's performance as Nina Sayers will tie your stomach in knots in this suspense-filled thriller, about a ballerina forced to draw out her evil, seductive side in order to deliver the perfect lead performance in 'Swan Lake.' As her dark side struggles to take control, Nina's grip on reality begins to fall apart, threatening the most important role of her life. If you haven't seen it already, be prepared to talk about it the next day. -- BC
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5. 'Exit Through the Gift Shop'Real or fake? Documentary or performance art? Elusive street artist-turned-filmmaker Banksy sure isn't fessing up to the truth behind his latest piece of work. At times laugh-out-loud funny, 'Exit Through the Gift Shop' –- which follows an inept French shop keeper who decides to shoot a documentary about Banksy, only to find himself turning into the kind of celebrated artist he set out to capture –- is surreal, ludicrous and totally a blast to watch play out. You'll laugh as the film ridicules its main character, though he (and Banksy) may be the ones sharing the last laugh at our expense. -- ED
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4. 'Winter's Bone'The story of Ree, a teenager trying to track down her wayward father among a network of similarly wayward (and criminal) relatives, seems like the kind of indie that gets acclaim at festivals and is quickly forgotten. But 'Winter's Bone' is a far better, far weightier film than that. Filmed on location in the Ozarks, the film evokes not just a place and a way of life but a fierce sense of loyalty, desperation and pride. John Hawkes as Ree's uncle is explosive with menace and pain -- and Jennifer Lawrence as the headstrong Ree, who comes of age in ways most people will never (thank God) have to undergo, is a revelation, giving us what is certainly one of the best performances and strongest female characters of the year. -- PJC
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3. 'Inception'Does the totem keep spinning? Does it matter? Whether or not Christopher Nolan's visually stunning sci-fi mind-bender about a team of "extractors" -- corporate spies who have developed a technique for stealing information from people's dreams -- hired for a risky mission all adds up is secondary to the thrill of tagging along with Leonardo DiCaprio and pals on their wildly inventive ride through the subconscious mind. -- JS
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2. 'The Social Network'From Aaron Sorkin's masterfully crafted script to Jesse Eisenberg's stellar and spot-on performance as Mark Zuckerberg, 'The Social Network' easily became so much more than "that Facebook movie." Director David Fincher creates a tight universe of young people careening toward something that will change the world and co-star Andrew Garfield gives a moving performance as the betrayed Eduardo Saverin. The film is crisp and modern and beautifully brought to light the story behind Facebook, the invention that defined a generation. -- GD
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1. 'Toy Story 3'Saying 'Toy Story 3' is "just an animated movie" is rather like saying the Taj Mahal is just a building. Or a Ferrari is just a car. Or ... well, you get the point. Hilarious (Mr. Tortilla Head!), heartbreaking, even white-knuckle thrilling, this film introduced terrific new characters and brought us full circle with the ones we already loved. 'Toy Story 3' isn't just for kids -- it's for adults who remember what it's like to be kids. It's both the best film of an already great franchise and our unanimous pick for the best movie of 2010. -- PJC
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