As with last year, I find myself making this list before seeing several candidates, such as The Three Burials of Melquiades Estrada. But I am only one man.

10. Charlie and the Chocolate Factory

Last year a cardinal rule of filmmaking was broken time and again: Sequels suck. Sam Raimi, Paul Greengrass, and Richard Linklater were among numerous directors to break that rule. This year a similar rule involving remakes was in effect. But Steven Spielberg, Peter Jackson, and, most notably, Tim Burton had other plans. From gorgeous art direction and production design to the creepily endearing performance of Johnny Depp, the film found a new way to say everything the original did so well. I'm sure we'll go back to crappy remakes soon enough (Burton had his own with Planet of the Apes, and Last Holiday looks to reset the bar at "suck"), but this will stand out as at least one beautiful exception.

9. Serenity

With roughly a third of the budget, Joss Whedon showed George Lucas how it was done. A good script doesn't cost $115 million. Unfortunately, in this case, it also doesn't make $380 million. But at least a few of us know who to keep our eye on.

8. Walk the Line

Outstanding performances by Joaquin Phoenix and Reese Witherspoon bring home this biopic. But it's James Mangold's underrated direction that helps move the story. Oh, and the music doesn't exactly suck.

7. Brokeback Mountain

You can read my full review here, but to sum up: Great direction, beautiful performances, touching story, lush cinematography, and all that other stuff that will probably add up to several Oscars down the line.

6. Oldboy

Probably the most disturbing movie I've ever put on one of these lists, but the journey is worth the unsettling destination. Chan-wook Park's direction is among the most audacious of the year. Full review here.

5. Good Night, and Good Luck

I was looking forward to George Clooney's sophmore effort ever since I heard he reversed his decision to never direct again after Confessions of a Dangerous Mind, which made my top ten of 2002. Not only does he not disappoint, he fails to repeat himself. This is a tonally different film with a fundamentally different aesthetic (and I don't just mean the black and white). With Confessions, Clooney was showing off with different shooting styles and production design legerdemain (all of which served the story well, it should be noted). Here, the camera is the last thing you'll notice. Clooney is almost Altman-esque with his desire to get the camera out of the way and just let the actors be. It doesn't hurt that the story they tell is as riveting as it is relevant, though for my money its harshest indictment is of the media itself.