This shouldn’t come as a surprise, but top tens never tell the whole story. The consensus of the cinephilic community (A Christmas Tale! Wendy and Lucy! Wall-E!) eventually can grow as tired as the groupthink of the mainstream Oscar-focused tastemakers (Slumdog! Frost/Nixon! The Reader! . . . The Reader?!), so while we were proud to unveil our cumulative top ten, voted on by our staff writers and frequent contributors, we also wanted to make sure our other favorites didn’t go unnoticed. So, please don’t forget about these films, which deserve placement on any sort of list, should it need to be made at all.

Mary
It's stunning that a film as obviously insane as Mary limped into theaters at all, much less into the year-end round-up of an august journal such as this one. That said, it's always disheartening when gonzo filmmaking—bloody, messy, glorious, and filled with raw life—goes unnoticed by pretty much everyone. Sadly, it happens often, and it's a situation that isn't likely to be rectified any time soon. Films like Mary are really only for the strongest of constitutions, but wouldn't it be nice to imagine an alternate cinematic universe where a film that interrogates the Christ mythos rather than simply regurgitates it wins fans worldwide? Where Forest Whitaker and Heather Graham (!) are on the verge of having a baby while Matthew Modine's egomaniacal filmmaker goes bonkers and his star, Juliette Binoche, morphs into a modern-day Mary Magdalene? Where the premiere of something as frivolous as a movie might signal the second coming? Where a filmmaker as nuts as Abel Ferrara was a household name? All wishful thinking, of course, but there is something about Mary (had to be done) that sticks, in spite, or perhaps as a result of, its creator's instability. Maybe it's because, even though the film is almost unparalleled in moment-to-moment raggedness, once the shock accrued during a brief ninety minutes fades, the overall impression it leaves is one of cool, calculating elegance. Or maybe it has something to do with the fact that in 2008 Mary was second only to Synecdoche, New York in the breadth of its ideas. —Jeff Reichert

The Curious Case of Benjamin Button
Shot in colors that evoke liminal states in time—mainly the browns and golds of autumn, amber, dim lamplight, and hourglass sand—The Curious Case of Benjamin Button is one of the strangest and saddest contemporary films to be underestimated by critics as studio schmaltz. At first glance, this knee-jerk dismissal is no surprise. Adapting F. Scott Fitzgerald’s idea of a man born old and growing younger, the film looks ready to pull out all the stops and pigeonhole itself as a Hollywood folly. The technological gimmicks and century-spanning scope seem evidence of cinematic gluttony, as if David Fincher were making claims to deliver us a whole life, the whole world, and then some, unimpeded by his medium’s limitations or conventions.

The surprise of Button, then, is how it weaves itself through a series of omissions. Seeing that this is a film about being trapped in a reverse trajectory, in a body incapable of reflecting either the shallowness or depth of one’s knowledge and experience, it’s appropriate that we never find our bearings in the flow of history, or even inhabit any single scene without anticipating its transience. Time may be the fire in which we burn, but, like Benjamin, we are often floating on top of it, unable to merge with the passing instant. To simulate this sense of existing outside of one’s own time while also being victim to its laws, Fincher shoots the narrative full of holes and absences that complicate our grasp of the moment. On the one hand, this frustrates our expectations of an epic’s obligatory social awareness, as when the film glides between eras without directly acknowledging important cultural shifts, historical milestones, or racial politics. But, more importantly, this evasive style harnesses the poetic suggestiveness of all that is left unsaid and undepicted, best exemplified when Fincher veils what might have been the year’s most devastating love scene behind an exquisitely timed dissolve to black.

Perhaps any new movie that casts Brad Pitt as a lead can be interpreted as an ode to stardom, but Button—with its vivid imagining of the actor across the age spectrum—is especially fascinated by the way we use the most enduring screen careers to compare against our own progression through life. Revisiting the kind of supernatural freak role he attempted in Meet Joe Black, Pitt has at long last matured into an actor of grace and nuance, his beauty made radiant by the impermanence he embodies here. Adding to the film’s heady mix of elegiac mood, cornball wisdom, and suppressed emotion are the love interests, Cate Blanchett and Tilda Swinton—who, like Pitt, are among today’s most enigmatic and psychologically opaque actors. In their company, Benjamin becomes a mythic figure of minimal heroic delusions but maximum emotional pull, a man so intimately acquainted with mortality that he forms the most desirable attitude toward loss a human being could hope for: neither immune to its sorrow nor afraid of it. Fincher’s most deeply felt work yet might have been a piece of white elephant art if it weren’t located in such a pure, heartbreaking register of acceptance. —Andrew Chan

Momma’s Man
It’s no accident that Momma’s Man is set in winter. In one scene, while arguing with his wife on the phone, thirtysomething Mikey (Matt Boren) tugs at the plastic sheeting covering a window from his childhood bed and peers down furtively at the bundled pedestrians on the New York street below. Better to stay inside, to burrow under the covers, and let his parents—loving Flo and watchful Ken Jacobs—fret about and feed him. Because just as much as it is outside, it’s frozen in Ken and Flo’s Tribeca loft too, a labyrinth of books, wind-up toys, film reels, and glass orbs that they’ve collected for over forty years, memories carefully arranged and preserved. Outside, it’s the “new New York,” as one of Mikey’s friends remarks, observing all that’s changed during his short stint in prison, and for Mikey, who’s relocated to California with a wife, a baby, and a spare apartment that couldn’t be further from his parents’ bohemian digs—all that carpet!—the contrast is all the more poignant. The loft is as enchanting as it is suffocating, and Mikey, in town for an ever-extended stay, is caught somewhere in between.

Filmed in director Azazel Jacobs’ childhood home, with his own parents cast as Mikey’s, Momma’s Man is no doubt part autobiographical, though to read too closely into its backstory would miss the point. Despite his filmmaking lineage—Ken Jacobs is one of the towering figures of American experimental film, and artist Flo is one of his frequent collaborators—the younger Jacobs asserts himself with a deft command of story, made all the more impressive by the way the film seems to drift without narrative demand from intricate detail to the subtly devastating expressions on Mikey’s softening face. Jacobs crafts a hermetic world of endless afternoon and wonder, a relic of lost time, featuring a middle-aged man who, for reasons that are thankfully left unexplained, can’t bring himself to leave. And while Azazel has forged a definitively different path from his father, some of the film’s most touching moments are the glimpses of Ken Jacobs’ Nervous Magic Lantern projections, rendered as marvels of alternating darkness and light, or the inclusion of a scene from his father’s home movie, Spaghetti Aza (1976), where the young filmmaker, asleep at the table, is carried off to bed by his mother. For those that are familiar with Ken Jacobs’ extraordinary work and the camaraderie of downtown independent film of the Sixties and Seventies, and even for those who aren’t, Momma’s Man feels like an elegy to a winter dream we all share, a last glance back to a vanishing world, a suspended moment before the new became new again. —Genevieve Yue

Definitely, Maybe
“You know that I could be in love with almost anyone; I think that people are the greatest fun.” —Arthur Lee and Love

Using the Clinton campaign and presidency as its backdrop, Definitely, Maybe is a democratic love story not only about romance but also about brotherly and fatherly love. It does indeed take a village, and writer/director Adam Brooks shows that the adage doesn’t only apply to children. As his characters fall in and out of love, they aid one another in structuring their personalities and weathering perpetual readjustments to their emotions. On the brink of divorce, Will (Ryan Reynolds) tells his daughter, Maya (Abigail Breslin), the story of the three great loves of his life, but changes their names so she has to guess which woman will become her mother. While this framing device does add intrigue to the story (Maya calls it a “love story mystery”), it also effectively squelches many of the fairy tale elements of a love story by suggesting that anyone at any given time could be “the one,” and there may even be several “ones” as people change throughout their lives.

The women of Definitely, Maybe shine, from the seemingly innocent college sweetheart (Elizabeth Banks), who’s actually a bundle of sexual confusion and curiosity, to the heartbreaker New York journalist (Rachel Weisz), whose attachment to her college professor (a ferocious Kevin Kline) is its own unique brand of love. And then there’s April (Isla Fisher), whose verve is unmatched from the start, as her scenes with Will offer some of the sharpest rapid-fire banter between would-be lovers since the days of Hepburn and Tracy. “Why do you want to marry me, anyway?” she quips in a pantomime rehearsal for a proposal. “Besides some bourgeois desire to fulfill an ideal that society embeds in us from an early age to promote a consumer capitalist ideal.” While we’ve met cynical, anti-marriage characters many times over (James Marsden had a similar spiel in last year’s 27 Dresses), the consistency with which April’s character develops throughout the film is masterful. As Will lives out a series of downright Rohmer-esque vignettes (particularly a platonic night spent chez April when he is still technically in a long-distance romance), he and the women in his life mature, but, as in the Moral Tales, maturity doesn’t necessarily lead to any clear cut allegiances.

Definitely, Maybe is impressive in its ability to create characters who are at once instantly recognizable and real types, and also capricious creatures with complex psychologies. It is poignantly humanistic from its opening, with Will walking down the street listening to Sly and the Family Stone’s “Everyday People,” to a later scene, where we hear Arrested Development’s Nineties version of the same song. The arrangement has changed, but the sentiment remains, “Sometimes I’m right, and I can be wrong . . . I am everyday people.” —Sarah Silver

Boarding Gate
A few of us at Reverse Shot have been crushing hard on Olivier Assayas’s deeply moving new film Summer Hours since it screened at the New York Film Festival in the fall. Due to hit American theaters later this year, Summer Hours so distracted (and excited) us that we may have been too quick to defer our Assayas year-end love to 2009. His ’08 release, the oddball action film Boarding Gate, may not have the emotional heft of his follow-up, but it’s a strange and beautiful piece of moviemaking that expounds on a few sturdy Assayas themes (role playing, sexuality, globalization) with globe-hopping, genre-busting glee.

Boarding Gate opens with a long tease. Sandra (Asia Argento) and her ex, Miles (Michael Madsen), rendezvous after a few years apart. Sandra comes to Miles’s home, and for most of the film’s first act, the two proceed to taunt, tease, threaten, and seduce each other in a protracted power play, the stakes of which are constantly in flux. Argento is one of our most sensuous and cunning actors—qualities much on display here—but it’s her crass intelligence, matched beat for beat by Madsen, that makes this tête-à-tête so electrifying. She's both always in control and always on the verge of totally losing it. If, after her long night with Miles, Sandra comes out on top (so to speak), she's also scarred, damaged, compromised, and vulnerable. She never regains her footing, and it eventually becomes clear that the bizarre psychodrama that opens the film is just a prologue to a convoluted plot that eventually takes Sandra halfway around the world (attempting to reunite with another lover who may or may not be trying to kill her). It's relentless, trashy, and borderline incoherent. But Assayas has always excelled at dressing up whip-smart examinations of sexuality, power, dislocation, and identity as expertly made generic garbage. Don't be fooled by appearances: Boarding Gate is absolutely fucking brilliant and—thanks to DP Yorick Le Saux's restless, shallow-focus camera work—one of the most gorgeous films of the year. —Chris Wisniewski

Burn After Reading
What a surprise: as much as classical, austere No Country for Old Men was nearly universally acclaimed last year, smart aleck Burn After Reading was at best respectfully tolerated this year, reaching the number one box-office spot and then getting tossed aside by those for whom it left a sour taste. Actually, pardon my sarcasm: this was a surprise. Fargo, a kidnapping story given dimension by its acerbic denunciation of America’s self-centered, TV-numbed, double-talking mediocrities somehow struck a chord in the mid-Nineties, perhaps because of its post–Pulp Fiction comedic violence, perhaps because of the novelty of funny-talking, “You betcha!” characters years before Sarah Palin’s improbable superstardom. Burn After Reading works in the same spirit, a convoluted crime plot with sights set on government incompetence and bureaucracy, Ipod-generation entitlement and vanity, the “elite” class’s passive-aggressiveness snobbishness. But whereas Marge Gunderson was a hopeful light amongst Fargo’s parade of schemers and losers, Burn After Reading contains nothing of the sort, and that’s likely why Burn After Reading didn’t take. It’s one thing, even among pathetic, cringe-worthy male specimens like Jerry Lundegaard, to provide respite with a Steve Buscemi outburst or a series of “ya’s”; it’s another to screw the vase tight around your characters until their paranoia is more painful than funny. At a time when Judd Apatow and Will Ferrell’s comfortable brand of adolescent humor has enamored critics and massive audiences alike, the Coens’ cynicism may start going relatively unappreciated.

And yet the Coens’ little satiric touches of contemporary stupidity ring so much truer: Brad Pitt rushing to remove his earphones just before a secret meeting with the man he’s blackmailing, George Clooney and Frances McDormand hormonally laughing through date-safe rom-com “Coming Up Daisy,” the presentation of a dildo riding machine with the punchline “I’m not set up to mold hard rubber.” It might all be a metaphor for the corrosive pass-the-buck stupidity of Bush’s Administration and America, but it can also be enjoyed for what the film’s title announces as its mission: to immolate through language, with some of the sharpest Coen bits in years. Many wanted to distance themselves from such a nasty job, but as timid as some people may get, humanity’s mediocrities will never be above mockery. —Michael Joshua Rowin

The Class
True, the project is itself somewhat suspect: A former punk-rocker and eventual Mick Jagger biographer writes a semi-autobiographical novel based on his experiences teaching language and literature to a racially diverse class of inner-city high school students, and then goes on to co-script and star in the film adaptation. And the result, Laurent Cantet’s The Class (Entre les murs), does often come across as a canny piece of self-aggrandizement for its slim, attractive lead, François Bégaudeau, disguised as a serious investigation into the limitations and dubious politics of role models. Add to all this the slight acridness the film gives off as a metaphorical investigation into France’s confused ethnic identity: shouldn’t/couldn’t this film have been made thirty years ago? That said, with so many strikes against it, enormous gold stars all around for the sheer filmmaking skill on hand. Cantet affords this material a nimble, dexterous shooting style that perfectly complements the bounce and breadth of the classroom lessons themselves.

Many will call Cantet’s astonishingly fluid direction “documentary-style,” but what’s most thrilling about watching The Class unfold is detecting how its series of seemingly off-the-cuff incidents between students and teacher, captured with fly-on-the-wall authenticity, are gradually accruing into a master narrative. In other words, while it at times feels like Nicholas Philibert’s French schoolroom documentary To Be and to Have mixed with La Haine’s Sarkozy-era paranoia, The Class ends up as something less episodic and more elegantly novelistic, while only rarely betraying its methods. For its few doubters: put Bégaudeau’s grandstanding aside, and take a few instructions from the real teacher, Cantet. He proves a lot of other filmmakers, working both inside and outside of the realm of “realism,” have a lot to learn. —Michael Koresky

Chop Shop
Released in February, Ramin Bahrani’s Chop Shop anticipated the coming trickle of indie movies about the American underclass (see also: Wendy and Lucy, Ballast, Frozen River, Trouble the Water). Nearly a year later, as the economy continues its seemingly interminable plunge to rock bottom, Chop Shop’s story of a restless striver running in place can’t help but gain added resonance. Set in the Willets Point section of Queens, amid a ramshackle cluster of auto-body shops and junkyard garages, the movie is, among other things, a gritty evocation of the underground economy. Twelve-year-old protagonist Alejandro by necessity foregoes the luxury of childhood. He hustles, he sweats, he steals, he saves, all for a broken-down food truck he hopes to overhaul for his own business. In the distance is Shea Stadium, flanked by the restless traffic of elevated trains, subliminal reminders of movement and escape.

The follow-up to his acclaimed debut, Man Push Cart, Chop Shop finds Bahrani expanding on that earlier film’s stab at New York neorealism. The use of nonprofessional actors, lived-in locations, in medias res narrative, and aversion to artifice cohere into a breathing, organic portrait of outer-borough purgatory. Rigorous and unsentimental, Bahrani’s movie is detached enough to avoid being manipulative, and sensitive enough to lived experience to avoid being miserablist. Hardly perfect, Chop Shop at times feels like the work of a director still refining his aesthetic. A plotline involving Ale’s sister, for instance, seems unnecessarily contrived in a work so resolutely observational. But it’s a small quibble for a filmmaker whose technique is so assured and whose concerns are keenly attuned to the troubled moment. Rare enough is the American independent filmmaker who trusts silence and ellipses. Even rarer is one who insists on fixing his gaze on what Michael Harrington called “The Other America.” —Elbert Ventura

The Secret of the Grain
Feted in France, The Secret of the Grain might get lost here thanks to a end-of-the-end-of-the-year release, a generous running time that must befuddle anyone who reads the plot summary (will the couscous be cooked in real-time?), and a resplendently awful title (tell me, oh tell me, the secret of the grain!). But the film drew me in much as Mike Leigh did with the chats in Happy-Go-Lucky between Poppy and her work colleagues and friends: through a gorgeous gift of gab, with which Abdel Kechiche powers his story of a bustling extended family of North African immigrants. The dramatic sense of time balloons naturally in the well wrangled and doubtlessly hard-to-shoot Sunday dinner scene, the draining monologues, and run-of-the-mill domestic bits of business. The laconic patriarch’s youngest daughter (Hafsia Herzi) talks a brash and tenderly aggressive streak, and she helps redeem the pat, one-loose-thread vulnerability Kechiche constructs out of a family member’s ill-fated philandering. I can’t claim that Kechiche’s concerted experiment is a complete success, but diving into its conversations was an invigorating change of pace. —Nicolas Rapold

Milk
Way back in 2007, Reverse Shot put together a symposium covering the films of Gus Van Sant. Following the widespread acclaim garnered from his “death trilogy” (Gerry, Elephant, and Last Days), our second look at his varied oeuvre provided a mixed verdict on his career at best. Obviously inspired by our critique, Van Sant made it count in 2008, first turning in with Paranoid Park (see our Top Ten films of the year) the most successful of his moody visual anti-narrative ventures to date. For an encore, he offered a hugely entertaining take on the biopic genre that, through no fault of its own, happened to be the most politically necessary film of the year.

Unlike Christopher Nolan, with his ugly and crassly conservative Bush-era exploitainment The Dark Knight, Gus Van Sant couldn't have predicted his film's relevance; he obviously didn't make Milk expecting a raft of gay-rights measures to be defeated at the ballot box in November. Two films, one created and marketed so as to maximally prey upon our fears and weakness to sell more tickets, the other a warm embrace in another hour of political darkness that only desired to spread uplift, understanding, and solidarity. Milk has the year's best performance, some of its most beautiful images, and it shames the current crop of documentary filmmakers in how it handles archival material. Even if Van Sant didn't fully reinvent the biopic, he didn't need to. Paranoid Park is certainly the more artful, unexpected of the pair, but Milk deserves to be on this list for sheer force of articulation and its big, beating heart. —JR

Vicky Cristina Barcelona
It was with some hesitation that I signed up for another one of Woody’s Eurotrips. His last major sojourn across the Atlantic—2005’s lugubrious Match Point—revealed the low exchange rate of Allen’s recent output: swapping schticky shambles through a nostalgically embalmed Manhattan for a chicly sodden spin about a London obsessed with status and regulated by chance (how veddy European!). The joy of Vicky Cristina Barcelona comes from Allen rejecting this false dichotomy between cosmopolitan romanticism and bemused cynicism, exposing his characters’ illusions even as he invites us to savor their seductive, fleeting pleasures.

Sure; as he chronicles the international escapades of no-nonsense Vicky (Rebecca Hall)—a student of “Catalan identity”—and sensuous dilettante Cristina (Scarlett Johansson, blessedly miles away from her breakdown-a-minute Match Point turn), Allen takes some pointed jabs at his heroines’ pretenses and touristy exoticizations of the sun-kissed titular city and its oh-so-sensual artiste inhabitants. But what a sun-kissed city, especially when captured so adoringly by Allen and cinematographer Javier Aguirresarobe! And what artistes, particularly when imbued by Javier Bardem and Penélope Cruz with such a graceful mixture of sybaritic extroversion and tangled, unknowable emotional turmoil! Who wouldn’t hope against hope that (emotional, sexual, aesthetic) satisfaction could indeed be found here? And when it’s not—when possibility wilts under temporal restraint, societal obligation, and the inchoate wanderings of human desire—we mourn the lost dream even as we’re awakened to its messy and all-too-familiar realities. No stuttered one-liners or Perched Tennis Balls of Fate here: just the wise, wistful sigh of a filmmaker too New York–savvy to succumb to idealism, yet too fascinated by the twisty workings of the human heart to not appreciate its stumbling failures and small triumphs. Groundbreaking? Hardly. But it’s nice to know that, so many years and (Lord knows) so many films later, Allen still seems to think we need the eggs. —Matt Connolly

Before I Forget
Most of the talk on Jacques Nolot’s Before I Forget revolves around the director-star’s daring exposure of his own sagging flesh. And to be sure, the 65-year-old Nolot gets points for not shying away from going shirtless and dropping trou even under the harshest fluorescent kitchen lights. But Before I Forget is so much more than a soul- (and genital-) bearing confessional, even if its occasional peeks into the bedroom and boudoir of its aged, HIV-positive gigolo, Pierre, are as intimate as a trip to the urologist. What makes Before I Forget such an indelibly corporeal experience is its downright Fassbinderian look at not just the reality of bodies but their commodification. This would seem to be an obvious thematic strain in a film that deals with the lives of past-their-prime hustlers, but Nolot also investigates, with shrewd irony that never swings over into self-pity, the financial, as well as emotional, realities of loneliness.

Emerging from the cocoon of stability enabled by a now-passed benefactor, Pierre is completely untethered from the familial and social institutions that define old age for most of the Western world. His network of friends is ever-shrinking—his peers growing ever more decrepit and his casual fucks increasingly baby-faced—and his resources are drying up, but Before I Forget, which many take as autobiography, and which only occasionally veers into distracting solipsism (Nolot can’t resist bringing up his dalliances with former sex client Roland Barthes), is no self-righteous, agonizing howl. Rather it’s a pragmatic, systematic assessment of a life that’s about to be swallowed up by shadows, shot in unostentatious yet bold single takes and two shots that acknowledge life as a series of transactions. Whether under those uncomfortable fluorescents or, finally, enveloped by unforgiving black night, Nolot always enters bravely. —MK