1. Spider-man 2, Sam Raimi:
The perfect comic-book movie. It had by far the best action of any movie I've seen all year and all the humor, wit and style you'd expect from Sam Raimi. He completely nailed the tone.

2. Dogville, Lars von Trier:
Lars von Trier, you're so angry. He dives headlong into his own style, but comes out with an incredibly mature effort (I'd say his most, but I've only seen Dancer in the Dark). His actual message is a little suspect, but the strength of his telling is what counts.

3. Spring, Summer, Fall, Winter... and Spring, Ki-duk Kim:
An almost perfectly crafted film that lacks only in scale. Of course, there's only so much you can do with a parable without going to the lengths of #2 above, but Ki-duk Kim does it all.

4. The Dreamers, Bernardo Bertolucci:
Able to be completely giddy about film while still acknowledging what it accomplishes in the end in the face of the real world. Bertolucci shamefully flatters us from the start, but tempers it with both the earnest love of movies and the aforementioned maturity at the end.

5. The Incredibles, Brad Bird:
Doesn't quite displace Nemo as my favorite Pixar, but it's up there. Once again, it's the mix of rock solid storytelling and gorgeous CG, but (as no one in the industry apparently can figure out) it's the former which makes it a true success. The CG's very good, of course--the hair effects having the most improvement.

6. Sideways, Alexander Payne:
I'm sorry A.O. Scott feels that way, though I suppose it's not hard to be overrated when you can hear the mass salivation of critics across the nation. At least, before Million Dollar Baby came out. I loved it, though, and thought it was everything they said it was.

7. Dawn of the Dead, Zach Snyder:
It's not as good as the original, but it's the most fun I've had in the theaters all year.

8. Harry Potter and the Prisoner of Azkaban, Alfonso Cuaron:
Handcuffed by Chris Columbus, Cuaron did everything he could while still allowing the franchise to survive. I wish he could have thrown away the kids as easily as the lacksidaisical production design attitude.

9. Primer, Shane Carruth:
If this had a real budget this could have been an all-time great--or it could have tripped over itself terribly. I have the feeling this was Mr. Carruth's one great idea, so we'll never really find out.

10. There are lots of other good movies I've seen this year, but none I loved enough to say it deserved this last spot. I guess Collateral would get it by default, but I'm doubting how well it'd do on rewatching. Movies of 2004 I still have to see are: Before Sunset, The Sea Inside, Garden State, The Aviator, Million Dollar Baby, Control Room, Ghost in the Shell 2: Innocence, Bad Education, Vera Drake, Spartan, Friday Night Lights, Fahrenheit 9/11 among others, so any of those will fill the gap, and I expect they will.