10. The Incredibles

I had little doubt that a Brad Bird/Pixar collaboration would have trouble making the list and if this hadn't been such a spectacular year, it would probably be higher up. Oddly enough, this amazing film about a family of superheroes isn't just an homage to Golden Age superheroes but it's also a big nod to the spy genre, which I always thought was a little out of place. Still, the 100 Mile Dash action sequence and Michael Giacchino's brilliant score were just two of the standout aspects of a fantastic film. It's not as good as The Iron Giant or Finding Nemo, but not much is in this world.

9. Sideways

I liked this movie the first time I saw it but it was my second viewing which puts it on this list. I love films that work on a variety of levels. On the most basic level, it's just a very human story of two lonely men and how they're both dealing with that loneliness as they trudge through middle-age. Some say that all four leads are amazing but I think Sandra Oh's fun performance pales in comparison to the work of Virginia Madsen and Paul Giamatti. Then there's Thomas Haden Church: the amount of recognition he received for his work here was well deserved and I hope he has more opportunities to showcase his talent in the future. If you have a chance, watch his old sitcom with Debra Messing called Ned & Stacey. His role as Ned is one of the funniest television performances I've ever seen. Back to the film, on my second viewing this whole Apollonian/Dionysian relation came to the surface and it just works beautifully. So aside from being hilarious and tragic and beautiful and painful it's also pretty damn smart.

8. Super Size Me

I think Morgan Spurlock's gimmick of eating nothing but McDonalds for thirty days might have hurt his film as I ran into one too many people that thought it was just a Jackass-type movie and a pretty poor stunt at that. Unfortunately, Spurlock's documentary is one of the most fascinating to come along in years and it's far more revelatory and thoughtful than 2004’s "big" documentary, Fahrenheit 9/11. For a while it made me swear off McDonalds even though the film isn't so much an indictment of McDonalds as it is of America’s growing obesity crisis and how fast food restaurants are exploiting this crisis and only adding to it. Oh, and Spurlock's admitted gimmick? It yielded shocking results that none of his three doctors expected: eating nothing but McDonalds began to destroy his liver as well as cause mood swings and erectile dysfunction. So much for Happy Meals.

7. Old Boy

It's rare to see a film that goes so deep inside its own subgenre that it not only emerges something new, but transmogrifies all that it once was. Chan-wook Park's film is a revenge tale but that's like calling Lawrence of Arabia a biopic. Granted, Old Boy isn't as far-reaching or iconoclastic as David Lean's film, but any list of great revenge films which leaves this picture out is incomplete. And while there are some scenes where the dialogue doesn't work for me (actually, just one: the sex scene), there are so many more scenes which are so iconic (mmm…squid), that I almost stop comparing it to the South Park episode "Scott Tenorman Must Die."

6. Collateral

There are some Michael Mann films I adore (The Insider), some I appreciate but don't share the zeal other have for it (Heat), and others I think are total misfires (Ali). But Collateral easily falls in to the first category. Not only do I love the film's message about having the courage to break free from the safety of comfortable mediocrity and predictability; not only do I think there's a great performance from Jamie Foxx and a career-best performance for Tom Cruise, playing his first villain role; not only do I think the gritty digital-video look helped capture the nighttime Los Angeles landscape perfectly; but I think that the controversial third act is just where the story naturally went and there's so much greatness in this film that I'm willing to forgive the ending of the professional hitman not being able to hit his target from two feet away. It was dark on that subway car!

5. Anchorman: The Legend of Ron Burgundy

Anchorman is 2004's best comedy (there's a film higher on the list that I think goes beyond that simple genre discription). In the grand tradition of films like Super Troopers and The Big Lebowski, it's a film where it just gets better on repeat viewings and it's the off-hand jokes that become quotable. Along with Dodgeball, this film tried taking film comedy in a new direction and that direction was the ridiculous. Too often, comedies try to adhere to real world logic and Anchorman (and to a lesser extent Dodgeball) said to hell with that; we're sending a guy under a bathroom stall to play jazz flute (You thought I was going to say the news team street fight? I thought that stuff happens in real life all the time). Such moves have yielded great dividends, along with the best testicle name in history: Dr. Kenneth Noisewater.

4. Spider-Man 2

I love that everyone involved in Spider-Man 2 (well, everyone except perhaps Kirsten "Let's have Spider-Man die and Mary Jane live!" Dunst) understands that part of what makes the character so appealing is that he lives in the real world and has to deal with real world problems. Raimi's sequel just walks the line beautifully between the fantastic elements of Spider-Man and the everyday struggles of Peter Parker and how those two collide in order to further examine Uncle Ben's famous credo "With great power, comes great responsibility" and if Peter no longer has that power is he now allowed to shirk those great responsibilities. Oh, and a splendid performance by Alfred Molina as Doc Ock doesn't hurt. No, Raimi and Co. made such a strong film that not even the lazy effort put forth by Dunst could wreck what currently stands as the best superhero flick ever made.

3. Shaun of the Dead

If this were a list of my favorite films of 2004 as opposed to what I consider the best, Shaun of the Dead would comfortably sit at the number one position. I've loved this romcomzom since I first saw it on VCD and I've somehow managed to love it even more with each viewing. While there's so much to like in terms of character, dialogue, and jokes, it's the structure of the film which I find so compelling. The film is divided into pre-zombie and post-zombie and I just get giddy seeing almost every line and event from the first half of the film getting reused in the second half but with a completely different meaning. Everyone involved in this film should be proud: their intent was to pay homage to great zombie films and not only did they honor those flicks, they joined their ranks.

2. Kill Bill: Volume 2

The first part of Quentin Tarantino's grindhouse revenge flick made my top ten of 2003, but it's just a fun action film compared to the pathos and care on display in the second volume. Whereas the first volume allowed us to join in the fun of The Bride's revenge, this film takes a step back and examines her as a mythic character, one whose journey of revenge must be reconciled with what her life will be when there's no one left to kill. It doesn't have the physical brutality of Volume 1 (although the fight in Buck's trailer is rather intense), but it makes up for it by being whip-smart and Tarantino's most emotionally mature film to date.

1. Eternal Sunshine
of the Spotless Mind

I rarely read movie scripts but the premise for Charlie Kaufman's latest film was simply too intriguing to turn away. While there are some notable changes in the final film (for instance, the film isn't put in the framing device of being recounted from the future), it all works to make one of the best romantic films ever made. I was worried about this film because even though I liked the cast and I enjoyed the previous individual works of Kaufmann and director Michel Gondry, I had heard that their previous collaboration, Human Nature, was not good [Note from future Matt: it's not good]. But with Eternal Sunshine, no one misses a beat. Even the miscasting of Elijah Wood as a sleazy intern can't stop the notes of perfection struck by Kaufman, Gondry, and the performances of Jim Carrey and Kate Winslet. Ever since I saw this film back in March of 2004 and perhaps ever since I read the script I had a feeling this would top my list and while 2004 was rich with great films, Eternal Sunshine of the Spotless Mind is the crown jewel of a standout year.