THE CURIOUS CASE OF BENJAMIN BUTTON
The movie could have been just another facile gimmick: Hey, let's make a flick about a guy who ages backward! But visionary filmmaker David Fincher transformed it into a poignant portrait of how the passage of time indelibly marks its hero (Brad Pitt), even as he grows ever younger and more beautiful, and his lifelong sweetheart (Cate Blanchett).

THE DARK KNIGHT
Director-cowriter Christopher Nolan kept the Batman franchise flying high with a sizzling sequel dominated by a marvelously maniacal final turn from Heath Ledger, who played that master of mayhem, the Joker.

SLUMDOG MILLIONAIRE
Though lacking name stars and bearing subtitles, director Danny Boyle's mini epic wowed as a tremendous crowd-pleaser. A twisty tale chronicling the struggle for survival of a resourceful youth from one of India's worst slums, Millionaire proved itself rich in sentiment and visual panache.

HAPPY-GO-LUCKY
English actress Sally Hawkins glowed as an annoyingly chipper teacher in a wondrous comedy from director Mike Leigh. To be cheerfully happy is a choice she commits to daily, often in the face of daunting circumstances. There is a lesson here for all of us.

MILK
Sean Penn gave possibly the most compelling performance of his already illustrious career in a vibrant biopic about '70s gay activist Harvey Milk, which engrossingly detailed how a political movement was born and nurtured.

THE VISITOR
The sight of a previously withdrawn widower (Richard Jenkins, in a lovely performance) joyously banging away on a drum alongside a dozen percussionists was the most noisily moving scene of the year, helping to make this otherwise quietly understated drama a deserved sleeper hit.

VICKY CRISTINA BARCELONA
Director-writer Woody Allen got back on the laugh track with an effervescent comedy about a sexy Spanish artist (Javier Bardem, hubba-hubba) and the gals who love him (including Scarlett Johansson and Penélope Cruz).

APPALOOSA
Ed Harris saddled up—as star, director and cowriter—for a winsome Western that respectfully kicked the dust off the ol' genre. And costar Viggo Mortensen was wry perfection from the tip of his boots to the tip of his Vandyke beard.

WALL-E
Put on your Sunday clothes and celebrate. The geniuses at Pixar did it again, delivering the year's most endearing, and certainly most enduring, hero in Wall-E, an industrious robot who has been left behind to clean up all by himself the endless piles of trash on a deserted, environmentally devastated Earth. That he managed to find love and save the planet made this rapturously beautiful animated film a delight for kids and adults alike.

GRAN TORINO
In a resonant capstone to his five decades as a movie star, Clint Eastwood (who also directed) plays a gruff geezer who learns to love and protect his immigrant neighbors in a hugely enjoyable drama. Eastwood growls more than he speaks, but never has a "grrr" been so eloquent.

PINEAPPLE EXPRESS "I thought James Franco did an awesome job. He should be nominated for an Oscar. It was brilliant." —Justin Long

TROPIC THUNDER "The story line wasn't predictable, and all those actors took an equal role where no one stole any scenes. They just were all there making me laugh." —Jenny McCarthy

IRON MAN "It wasn't just an action movie. They put in a valid story line and acting you could respect. And they made people want to be Tony Stark. It was really cool." —Ne-Yo

THE DARK KNIGHT "I thought Heath Ledger delivered an incredible performance." —James Franco

• Hollywood went hound happy in 2008, scoring big kibble at the box office with Beverly Hills Chihuahua ($92 million), a comedy populated by wisecracking dogs (like Papi, right), and the animated Bolt ($80 million), about a TV star pooch. And Marley and Me gets unleashed Dec. 25.

• Like a squirt of lime, a sensational supporting turn adds zing to a film. My faves this year: Brad Pitt (right) was hilarious as an earnest gum-chewing dope in Burn After Reading; Debra Winger scorched as an estranged mom in Rachel Getting Married; and Mos Def duckwalked with élan as Chuck Berry in Cadillac Records.