Why 12? Why not 12, I say.

12. The Incredibles: This year's best computer animated ode to the works of Nietzsche that was adopted by the right. Plus, the scene where Elastigirl gets her butt stuck in the door is pretty friggin' cool.

11. The Dreamers: Student riots, trashed apartments, physiological warfare, heartbreaking analogies for the contradictions of '60s counterculture...and copious amounts of nudity. If Portland's annual international film festival included more films like this, I'd commit to its grueling five films a day schedule.

10. Shaun of the Dead: What would you do if you woke up one morning and found your neighborhood overrun by zombies? Would you round up your roommates systemically wipe out every last one of them? Or would you head down to the local pub to sit the whole thing out like the cast of this kickass British import? While the film comes close to falling apart in the final act like an undead Stephen Hawking left out in the sun, there's no denying that Shaun is a worthy successor to Spaced and one of the best films of its kind. Fried gold indeed.

9. House of Flying Daggers: Zhang Yimou's follow-up to Hero is superior in nearly every way and refrains from cringe-educing communist analogies. Probably the only ill-fated love story ever filmed with both an epic battle in a bamboo patch and a martial arts dance/bean flinging sequence.

8. The Motorcycle Diaries: A road movie a million leagues away from Euro Trip. It answer the pivotal question: What turns a bright young doctor into a revolutionary fated to die at the feet of a Bolivian firing squad? Motorcycles. And Coca Cola. Oh, and lepers too. Lots of lepers.

7. The Saddest Music in the World: Few saw this movie during its initial release. Fewer still will catch it on DVD. A cinematic fever dream set in a hyperactive amalgamation of a thousand forgotten movies from the silent era. Imagine the weirdest Kids in the Hall sketch never filmed and toss in cannibals, booze-filled prophetesses and a contest where contestants win a trip down a slide into a pool of beer. It even stars Kids alum Mark McKinney. As one of a kind as it gets.

6. Dig: Maybe it's the home field advantage but this is probably the best rock documentary I'll ever see. Two bands from the same town being their careers playing throwback '60s pop. One goes on to semi-fortune and fame. The other crashes and burns in a series of megalomaniacal drug binges that culminate in an assault on a heckler in a nearly empty dance hall.

5. Kinsey: Christian conservatives decried the film. Barely anyone outside of the art crowd actually saw the thing. Liam Neeson breaks out a great performance as the emotionally-detached insect researcher that somehow managed to jump-start the sexual revolution. "Nooo...whores, not horse, *whores*."

4. Garden State: Similiar to Napoleon Dynamite but actually good. A film populated with shiftless eccentrics that doesn't pander to its audience and treats its characters with a bit of dignity. The best coming of age drama I've seen involving a hamster cemetery and a t-shirts made of wallpaper.

3. Kill Bill: Volume 2: When it was released in April, I tore into the movie for what it wasn't: a vicious, no-holds-barred action film like its predecessor. Then I saw it again. Instead of ending with a bang, the much criticized final conflict with the title character results in a mere conversation. Would the original showdown on the beach have been better? Maybe but I'll still trade it for Uma's slow, somber walk down a hallway towards a hellish battle of wills.

2. Eternal Sunshine of the Spotless Mind: Everybody's favorite of the year. Great script. Great acting. And it somehow made Jim Carrey tolerable.

1. The Life Aquatic with Steve Zissou: Bill Murray vs. pirates in a battle to the death. Overlooking the problems with the frantic last act, it wins on a pure default. "I'm going to fight it, but I'll let it live. What about my dynamite?"

In the next few days: a list of all the movies that made me want to vomit all over the place.