For some reason, filmmakers really knew how to make movies about war and crime this year. That having been said, my number one pick has neither.

10. Before the Devil Knows You're Dead

"Easiest money we'll ever get."

For those of you who thought A Stranger Among Us, Guilty as Sin and Gloria marked the end of the great Sidney Lumet, rest assured he still has plenty of piss, vinegar, and depictions of ruthlessly desperate people left in him. And he's still able to illicit career-best performances from the likes of Ethan Hawke and Philip Seymour Hoffman (who deserves some sort of special award for the year he's had). Plus, plenty of naked Marisa Tomei, but that totally didn't influence my opinion. And credit screenwriter Kelly Masterson with drawing characters that are at once despicable, pitiable and, most importantly, enthralling.

9. Gone Baby Gone

"Kids forgive. They don't judge. They turn the other cheek, and what do they get for it?"

Who'd-a thunk Affleck had it in him? Well, if we paid attention to his Academy Award-winning co-writer credit on Good Will Hunting, we'd at least remember he knew how to tell a story. But to direct a Dennis Lehane adaptation (which he co-wrote with Aaron Stockard) into a film of equal or greater (there, I said it) moral complexity than Master Eastwood's crack at Lehane is another matter entirely. How many other movies leave you with a question so troubling that you honestly can't answer it? (Besides Gigli?) And let's not forget a cast that combines sure-fire stalwarts like Ed Harris and Morgan Freeman with up-and-comers like Michelle Monaghan, Amy Ryan (likely on her way to a Best Supporting Actress win), and Casey Affleck, who proves his ability to carry a film many times over.

8. Grindhouse

"Hey, Pam, remember when I said this car was death proof? Well, that wasn't a lie. This car is a hundred percent death proof. Only to get the benefit of it, honey, you REALLY need to be sitting in my seat."

Technically, if you nailed me down to which of the two films that make up Robert Rodgriguez and Quentin Tarantino's masterpiece of schlock I prefer and promote to this list, it would be the latter's Death Proof, which goes beyond paying tribute to the genre and stands on its own as one of the director's best. But Grindhouse is a complete experience. Three hours in the dark with grueling, nasty fun and faux trailers that put today's real trailers to shame. And it's not like Rodriguez's Planet Terror entry is any slouch. It's actually more of a pure grindhouse film than Tarantino's. That having been said, watch Kurt Russell in Death Proof give one of the best performances of his career without anyone seeming to notice.

7. Zodiac

"Do you know more people die in the East Bay commute every three months than that idiot ever killed? He offed a few citizens, wrote a few letters, then faded into footnote... Not that I haven't been sitting here idly, waiting for you to drop by and reinvigorate my sense of purpose."

Many directors turned to the '70s for inspiration this year, but none did it with the artistry of David Fincher in his account of the investigation into the eponymous serial killings. Fincher's aesthetic evokes a personal tone (indeed, he grew up in the Bay Area under the shadow of the murders) and that may be why the film's relatively tame violence packs as much of a punch as the more graphic horror of his other serial killer flick. More affecting still are the lives of the men who become obsessed with the case, most notably Paul Avery, portrayed with typical brilliance by Robert Downey, Jr. It doesn't hurt that this film is nothing short of character actor heaven, with Anthony Edwards, Brian Cox, John Carroll Lynch, Chloe Sevigny, Elias Koteas, Dermot Mulroney, Donal Logue, Philip Baker Hall, Zach Grenier, Adam Goldberg, and James LeGros all turning in Hey, It's That Guy! performances that somehow don't distract.