4. "Up"

It would be an understatement to say that I'm not a crier at movies. I've lost count of the number of times my wife has turned to me after we've watched a film, observed my dry eyes and remarked, "You are dead inside." But when I saw "Up," for the first time at the Cannes Film Festival, I cried my eyes out. And when I saw it again with my wife, I cried again. And when I heard Michael Giacchino's exquisite theme wafting through an electronics store last week, my eyes started to well up with tears. Director Pete Docter struck a nerve with this film, for me and for a lot of people, with that beautiful montage spanning a couple's long and happy marriage from its meet cute to its final, tragic goodbye and from that emotional low point, he took us soaring skyward on a marvelous high adventure. And when the adventure is over and Carl Fredricksen gives his new friend Russell the badge he's kept to remember his dead wife...I'm sorry, does anybody have a tissue?

3. "Drag Me to Hell"

The "Spider-Man" franchise gave Sam Raimi the same thing that fateful spider's bite gave Peter Parker: great powers shackled to great responsibilities. Freed from the tangled web of franchise stewardship, Raimi unleashed one of his giddiest films to date, a pure blast of genre cinema loaded with scare sequences that can hang with the best in history. Like Spider-Man, Alison Lohman's Christine Brown is a woman with a secret identity, including a past as a country bumpkin "fat girl" she's trying to mask with diction tapes. She has great power, too, only she refuses to acknowledge that it comes with great (fiscal) responsibilities. So she pays a terrible price, one that Raimi exacts with the same trademark blend of humor and horror that made his early masterpieces so special. As far as I'm concerned, this film is their equal.

2. "Summer Hours"

The question of what to do with someone's valuable possessions after they've died was a recurring motif in 2009, appearing as the
subject of the festival circuit favorite "The Art of the Steal" and bubbling beneath the surface of the oddly compelling Michael Jackson documentary "This Is It." But the best exploration of the theme came in Olivier Assayas' "Summer Hours," where a family debates what to do with their late mother's estate. In doing so, Assayas was able to examine just what makes a piece of art valuable. Is it the price it can fetch at auction or the sentimental attachment we ascribe to it? Ironically, this film that began its life as part of a project commissioned by the Musée d'Orsay, suggests that the best place for an "important" work of art may not actually be behind glass in some museum, but rather in the home of someone who truly loves it.

1. "Two Lovers"

Most people got so wrapped up in its star's unfortunately timed public meltdown that they completely overlooked this wonderful film and the absolutely mesmeric lead performance delivered by Joaquin Phoenix. He plays Leonard, a man whose emotional pendulum swings from suicidal urges after a particularly painful breakup to euphoria when he becomes romantically involved with two different women: Sandra (Vinessa Shaw), the stable daughter of his father's business partner, and Michelle (Gwyneth Paltrow), the mentally unbalanced neighbor with a married boyfriend. "Two Lovers" is small in size, but it packs as big an emotional payoff as any film of 2009: consider the poignant scene where Leonard helps Michelle, who doesn't share Leonard's feelings for her, by fulfilling her request to write on her arm while she falls asleep. His message: "I love you." Her reaction: to nod off before he finishes the sentence. Too bad audiences slept on this brilliant little gem from co-writer/director James Gray. They missed out on the most fully realized, best-acted film of the year.

Honorable Mentions (in alphabetical order): "Avatar," "The Box," "The House of the Devil," "Humpday," "The Limits of Control," "Police, Adjective," "A Serious Man," "Star Trek," "Still Walking," "Up in the Air"

Alison Willmore: I used to think the days when there were certain movies that everyone saw, from your hipster musician friend to your grandmother, were over, that the ever-expanding amount number of new releases in theaters and burgeoning nichification were making us into a nation whose moviegoing habits would forever after run on dozens of parallel tracks.

Judging by this year, I'm both right and wrong -- we're still willing to turn out en masse for spectacle, and the blockbuster powers on stronger, more expansive and more expensive than ever in IMAX-greenscreened-franchise-glorious-3D. It on where we look for art that opinions differ. The Oscars are probably going to come down to a battle between "Up in the Air" and "Precious"; the critics adore "The Hurt Locker" and "Inglourious Basterds"; the fanboy crowd can make perfectly legit arguments for the excellence of "Star Trek" and "Avatar."

And me? Well, like Matt, I found choosing just ten best films from 2009 to be tougher than it's ever been -- my tenth pick could easily have been a twenty-way tie. But what's the point of that? Amongst my favorites this year are a melancholgic kiddie flick, a digital video journal and the first major film to deal with the "war" part of the Iraq War. And for all that the act of writing those descriptions strongly recalls the past year to me, and for all the indisputable quality of so many of those releases, I struggled with my top pick. There wasn't a single stand-out this year -- or maybe it'll take some distance and perspective to figure out what that stand-out is.

10. "The Missing Person"

Noah Buschel's neglected third feature is my favorite of the handful of films to directly deal with 9/11. Michael Shannon, at his punch-drunk best, is John Rosow, a man who's supposedly a private eye but who's mostly just lost, burning off the latter half of his life in a gin-soaked stupor in a one-room apartment in Chicago. Besuited, bedraggled and always being denied the opportunity for a cigarette, Rosow is a man out of time, à la Elliott Gould in "The Long Goodbye," stumbling and mumbling attempted smart-ass remarks that never seem to connect. But Rosow's oddness, and the dreamlike, disconnected nature of the case he takes -- he's hired to retrieve a man presumed dead in the attacks on the Twin Towers -- add to the feeling that the film's substance is less updated noir and more alcoholic's grief-stricken hallucination, something compounded by revelations of Rosow's traumatic past and the fact that it's forcing Rosow to return to New York, rather than any mystery, that's really the core of the narrative. When he finally climbs into a cab being driven by a punk rock blasting chain smoker, the smile on his face -- it's a moment of bittersweet Gothamite love and longing that cut me to the quick.

9. "Paradise"

Compiled of snippets shot over the years on digital video, Michael Almereyda's documentary is a diary film that never shows its subject -- the director gives an occasional prompt or response from behind the camera, but doesn't appears before it. The result is something simultaneously intensely personal and universal, like the chance to sift through someone's favorite memories free of the shadow of any overt larger context. Or maybe, more appropriately, their blog, as there's something very new media, in the best sense of the term, about "Paradise"'s video collage. Divided loosely into four sections, the film strings together footage from multiple continents and settings, from a stop by the side of the road to catch fireflies to a boy in Tehran falling into a pool to a pause between takes on the set of "The New World." The "Paradise" of the title is one glimpsed, kaleidoscopically, in these small, perfect, earthly moments.

8. "A Serious Man"

To call Michael Stuhlbarg's Larry Gopnik a modern-day Job is to miss a certain point -- Gopnik's travails, as magnified by the Coen brothers' off-kilter take on the suburban '60s Minnesota in which they grew up, are really no more biblical than those endured by countless other harried everymen and women enduring the slings and arrows of daily existence. We simply see them loom large and inexplicable through his eyes, as his seemingly stable marriage abruptly breaks up, his children seem comically indifferent to issues other than television reception and a Columbia Records rep calls insistently about an account overdue. The Coens surrealism serves perfectly the giant theme at hand -- like Gopnik, we all long for a sense of larger purpose and a connection between the good or evil we do and the fortune that then befalls us. And like Gopnik, we let events accrue into portents because they're happening to us -- whether by design or by chance, and whether we chose Talmudic wisdom or Jefferson Airplane lyrics to guide us.

7. "Public Enemies"

There's tension throughout Michael Mann's movie between the period setting and the indelibly modern high-definition digital photography used to capture it -- we see the 1930s costuming, the cars, the tommy guns, and it all appears quite convincing, but that's not the way that era is supposed to look. It's a brilliant subversion of the visual coffin in which cinema tends to place the past, a continual reminder that the people being portrayed on screen were once messy, unpredictable and alive. That divide between how we think of those who filter through to us media first versus who we interact with in the flesh masterfully informs "Public Enemy"'s treatment of its subject, bank robber John Dillinger (embodied with all expected elan by Johnny Depp), for whom infamy provides a kind of superpower. In person, Dillinger may loom larger than life, but no living person could embody the legend he's established for himself, and so he can sit in a movie theater while they warn the crowd to look around them for the country's most wanted criminal, and not be afraid -- he's not the man they're looking for.

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