5. THE DARK KNIGHT



Yes, many of the things my esteemed colleague Andrew Osborne bitched about in his Dark Knight rant are true. I still stand by my original review: the first two-thirds of Christopher Nolan's bat-sequel is a sweeping, edge-of-your-seat superhero epic unlikely to be topped anytime soon, and if Heath Ledger's delirious Joker isn't the definitive take on the character, I still pity anyone who tries to follow it up.

4. RACHEL GETTING MARRIED



This one had a chance of ending up in my list of Top 10 Unwatchables of 2008. In the early going I found it disjointed and meandering, punctuated by bouts of shrillness. Something clicked about halfway through Jonathan Demme's naturalistic wedding ode, and suddenly it's as if I'm someone's date at Rachel's nuptials (if I get to pick, I'm there with the groom's sister). I may not know why Neil Young's "Unknown Legend" is the perfect song for Sidney to serenade his bride at the altar, but it really doesn't matter because it feels right - and while I'm vaguely aware that not everyone there is having a good time, I manage to enjoy myself immensely.

3. ENCOUNTERS AT THE END OF THE WORLD



Werner Herzog's latest documentary concerns the slightly off-kilter denizens of the McMurdo research station at the South Pole. The quirky real-life characters are worth knowing, but it's the underwater photography of Henry Kaiser that elevates the film into the realm of the otherworldly. The "deranged penguin" scene is perhaps the year's most haunting.

2. MILK



Complaining that Gus Van Sant has made a "conventional biopic" of openly gay San Francisco city supervisor Harvey Milk seems to be willfully missing the point. Sure, Van Sant could have filled the movie with endless tracking shots of Milk wandering the Castro (in the vein of Last Days) and we artsy-fartsy types might have eaten it up. Instead, the director did something far more subversive simply by slotting James Franco in the "conventional" role of the long-suffering wife. The picture couldn't be more timely, given California's latest exercise in anti-gay lawmaking, and Sean Penn hasn't seemed more human and endearing since...maybe ever.

1. SYNECDOCHE, NEW YORK



Owen Gleiberman, kiss my ass.

THE NEXT TEN: Baghead, Burn After Reading, Chop Shop, Crawford, 4 Months, 3 Weeks and 2 Days, Full Battle Rattle, Let the Right One In, The Order of Myths, Vicky Cristina Barcelona, and the first hour of The Strangers.

NOT ON MY WATCH: Doubt, JCVD, Man on Wire, Slumdog Millionaire

Part One