2008 proved to be a vital year for the film industry where documentaries, comic book heroes, foreign films and even animated films stood shoulder to shoulder in quality. There are a few quirky and foreign films I still haven't seen; alas I saw enough to write my list. Unlike previous years, picking the top ten was no easy feat, however, all of the films listed below struck a chord with me and in my humble opinion is not just essential viewing for entertainment purposes but as a guide for your life as well. Film speaks to people across oceans, cultures and continents. Movies are the world's most vital, watched and relevant art form today and for the foreseeable future. Without further adieu, here are the forty (and then some) best movies of 2008.

1. Slumdog Millionaire

It's every bit as good as you have heard it is. A rare film that delivers not just intriguing characters, visually lush landscapes and a story that delivers on every level. It's filled with heartache, disappointment, struggle and ultimately hope. The film's ending stays true to itself and is by no means a sell-out. It's the rare film where you'll gleam with glee as you leave the theater wanting to experience it again, just to recapture the feelings that come over you when watching it. This is the type of film that renews your faith in the world where good things can happen to good people. Determination, love and faith will win out in the end.

2. The Dark Knight

Let's leave the fact that Heath Ledger passed before the film premiered to the side. Chris Nolan is one of the best directors working today and he created a world so intriguing and potent, it's impossible to not let it overtake you. For my money, this film and Batman Begins are the pinnacle of comic films. This is a true noir masterpiece that evolves beyond a simple comic book film.

3. The Visitor

Every year there is one film that changes my life, for 2008, it was The Visitor; a small film written and directed by Thomas McCarthy who had also directed The Station Agent, one of the decades best. He has a way of instilling a sense of familiarity to his characters. The greatest compliment I can ever give his films is that they are never long enough. I always walking away wishing I had more time with his characters. Richard Jenkins (best know as the dead father from Six Feet Under) is a widower who is sleep walking through life until a series of events, people and circumstances change his course. He comes to realize what's important in life. He comes alive through a friendship where he discovers a love for music. Just when you think the film is going to take you one way, it twists and turns and points you in a different direction, just like life. If there is one film you see this year on this list, this is it.

4. The Wrestler

Poetically brutal, brilliant and beautiful is how I would sum up The Wrestler. What may appear to be an all too familiar story on paper, it's anything but. Full of vivid and characters so real that it almost makes it difficult for the viewer to watch. Mickey Rourke's performance is thunderous and stays with you long after the film is over. This is a man who if he could do life over, he would. However, would the end result be any different? This is a human so broken and beaten that the only place he feels alive in inside the wrestling ring. He reaches out for something to hold on to, but is it too late? Marissa Tomei (delivering her third harrowing performance of the decade) is revealing and her eyes speak volumes. When the film fades to black and the film's coda, sung by Bruce Springsteen, leaves you shaken from a world we all know far too well.

5. WALL-E

This isn't just one of the best animated films of all time, but one of the best films of the decade. Pixar's brilliance is in the fact they take the simplest idea and turns it into a brilliant film(s). WALL-E is a film that everyone of every age can take from it. It's rare that a piece of art can have such a wide appeal across so many demographics. This is a wonderful story weaved with a moral tale that isn't just relevant but one that is equally terrifying. It makes you think twice about the world we live in and how we take it for granted. More importantly, the abuse we instill upon ourselves and our bodies in many ways is equally terrifying. For my money, this is the best Pixar film to date.

6. Iron Man

If The Dark Knight had not come out this year, this would have been heralded as the comic film of the year. This is one of those rare films where everything is perfect from the casting, directing, script and the subtle yet honest directing of Jon Favreau. It's amazing how well comic films can come out if they stay true to the source material. Robert Downy Jr's performance is fearless and shows what can happen when you take a chance. More importantly, one aspect that always makes a great film is character study and there's no shortage of interesting characters in comics, it's whether or not they choose to look beneath the surface to see what makes them tick or whether they create a film with as many explosions as possible. Fortunately for Iron Man they have both.

7. In Bruges

I've now seen this film three times and it never ceases to make me laugh. A brilliant script delivered with subtle direction and spot on performances by Colin Farrell, Brendan Gleeson and Ralph Fiennes. Twisted and bitter humor at its best as two mob employees try and make the best of their time in the wonderfully eclectic and untouched Bruges. Beneath all of the quick quips, jaunty smiles and top-tier acting is a story about redemption that makes this more than your typical crime caper.

8. The Curious Case of Benjamin Button

One of the years most discussed films, people tend to love it or hate it. I lost myself in it completely. It didn't appear too long or too short, but a film where as good as the special effects are, I feel it takes a back seat to the characters, their journeys and the underlying themes of the story. I'm a sucker for films where it leaves you with a message to not just dream big but to make sure you live life to the fullest because the clock never stops ticking. This one is no different.

9. Revolutionary Road

A film that was marketed horribly and by the time is received a big roll out, the Oscars had overlooked it. This is not an easy film to watch, but an intriguing one where lives intersect and the question of "what really is living" comes into play. Directed with great care and attention to detail by Sam Mendes, the film boasts some truly magnanimous performances. For my money, this is the role Kate Winslet should have been nominated for. She flexes her acting muscle with great zeal here and covers a far wider range of emotions than she does in The Reader. DiCaprio is stoic and solid, but it's the off the rails performance by Michael Shannon that stays with you. Deemed "insane", in truth, he is the only character that speaks the truth. As you delve deeper and deeper into this film and these characters, you begin to wonder if the person you choose to spend your life with ever truly knows who you are.

10. W.

This is not an anti George W. Bush film as you might believe. Oliver Stone's brilliance as a filmmaker is to make people think they are going to see a certain type of movie and then have it turn out to be nothing what you thought it would be. His direction in recent years has been more subdued where characters and story thrive over fancy camera angles or conspiracies. Like World Trade Center the heart of W. is in its characters. Those who love GW may walk away with a different perspective and those who hate him will walk away with a more human look at the 43rd President of the United States. It's more a story of a man who rose above every possible obstacle to do the impossible, become the 43rd President of the United States. It's not so much his presidential journey that provides the film with its best moments, but what led him to that spot in life. The film contains standout performances across the board with Elizabeth Banks as Laura Bush providing the most touching one. This wasn't a film I figured that would sneak into my Top-Ten list, but it has remained with me long after my first viewing.

11. The Promotion

Haven't heard of it? You should have. From writer/director Steve Conrad who directed the underrated The Weather Man with Nicolas Cage a few years back (he also wrote the script for Will Smith's The Pursuit of Happyness, this one is steeped in darker humor. Starring John C Reilly and Sean William Scott (aka Stifler) are two men competing for a new manager position at a grocery store, the film unwinds showing there is more to each man than meets the eyes. Scenes from meeting with corporate heads to the "Teddy Grams" situation to the comment cards in the parking lot, there is enough sly wit here to make this a film that can appeal to everyone. An excellent supporting cast including Jenna Fischer from The Office and Lili Taylor as the two wives shine even in all too brief scenes. The film is nearly perfect as events unfold in their professional and personal lives showcasing their distinctive and unique personalities; a rare film that delicately balances dark humor with realities that can be taken as comedy and in some cases horror.

12. Doubt

I didn't think I wanted to see this film, let alone have it affect me as deeply as it did. Set in a Catholic school in the early 1960's it's about the struggle for truth between two nuns and a priest. All of the acting is splendid, but it's the films' final scene with Streep and Amy Adams that will linger with you and the film's final sentence will haunt you long after the lights to the theater go on.

13. Forgetting Sarah Marshall

Boy has girl, loses her to rock star and to get over the break-up he retreats to a Hawaii retreat where girl and said rock boyfriend are also starring. Talk about awkward. This film makes my list it for "Vampire's Lament" alone, a song that should have been nominated for Best Song. Judd Apatow's raunchy brand of comedy is on full display here, as is Jason Segel who isn't just funny but shows shades of vulnerability as well.

14. The Bank Job

My friend Jeff has a rule, "Every horror movie is watchable". It may not be good, but it's watchable and in some sick and twisted way entertaining because it doesn't so much rely on character development as good kills, tension built and gratuitous nude scenes. I'd throw this rule to all Jason Statham films as well regardless of how many sequels get spun off from them. From the first time I saw him in Guy Ritchie's Lock, Stock and Two Smoking Barrels, I knew an action career would follow. However, The Bank Job isn't just a simple heist film. The characters are fully sketched, tensions run high and the intricate puzzle like nature of the execution of the crime had me glued to the screen. In some ways, it is the year's most surprising film because you walk into it with one set of expectations and walk out saying to yourself, "That was far better than I ever could have imagined".

15. Vicky Christina Barcelona/ Cassandra's Dream

The Woodman (aka Woody Allen) is at his prime once again with two intricate features with great character depth. Lots has been written about Vicky Christina Barcelona and almost every bit of it is true. Fetching performances, stunning locales and a tight knit story make it one of Allen's best character studies in years. Cassandra's Dream was overlooked by everyone and in my estimation would make for a fabulous double feature with Match Point. The lead characters (Colin Farrell & Ewan McGregor) are dark and desperate. The film finds them paying for the consequences of bad choices and the rest of the film finds one brother wanting to forget the past and move forward and the other who can't reconcile with his past. All the way up to the final scene, Allen has you hooked into the web of their intricate personalities making you believe there can be a middle ground. However, when there is a tortured conscience, not even an admission of guilt will bring peace. Released in January of 2008, the film gained no traction and should be sought out on DVD as this is one of my five favorite Woody Allen films of the past twenty-five years.

16. Frost/Nixon

Ron Howard takes the stage play and makes it so much more. I had always heard of David Frost but never really knew that much about him., Michael Sheehan and Frank Langella's performances are spot on and eerie. They don't just take you back to a specific place and time, but in the room where the interview/debate was taking place; a brilliant film about the show behind the show.

17. Son of Rambow

Two young boys, one quiet and shy and another who is a rebel, bond in a way that no one would have deemed possible. The two attempt to do a remake of "Rambo" and film their escapades. It's not just humorous but it will elicit smiles as it reminds you of a time where friendship can heal all that is wrong with the world. Sometimes it takes a film like this to sit back and realize how pure and genuine some friendships in life can be, despite having virtually nothing in common.

18. Young @ Heart

This is hands down my favorite documentary of the year. Senior citizens join a choir who reinterpret modern classic pop and rock songs and no, this is not a joke. It contains pure exhilarating joy in the performances, you become entrenched in their lives and there's one scene in a prison where they sing Bob Dylan's "Forever Young" where I dare you to not become teary eyed. In some ways, I was jealous of the seniors in this film because they not just alive, but living their life to the fullest.

19. U2-3D

I've always felt that the 3D medium to be one that just would never work no mater how good the technology got. I was wrong, U2's concert film isn't just mouth gaping, it's revolutionary. It's the rare concert film where seeing it is actually being there in person. It's so immense, massive and revealing that I can't see how anyone couldn't walk away flabbergasted.

20. Man on Wire

Another brilliant documentary of a man who crossed a rope between the Twin Towers in the 1970's for sport. The film uses footage dating back as far as the 1960's paired with new interviews that provide an engrossing look at a man who needed to push himself towards greatness. Watching the story unfold is as engrossing as any non-fiction drama.

21. The Reader

While I don't believe the film to be one of the five best of 2008, it's about the inner intricacies of knowing when to speak up and when not to. Veiled in the shadow of the aftermath about the holocaust, the film's man character (played by Ralph Fiennes as an adult) sentences himself to a prison far worse than the one his former lover will possibly encounter for her war crimes.

22. Encounters At The End of the World

Filmmaker Werner Herzog creates a wondrous and stunning look at the South Pole. It would be one thing to capture the beauty of the animals and the land, but he finds the human element and shines a light on them Herzog has made a career by attempting to film to un-filmable and wrapping his head (and his camera) around that which is shrouded in mystery. Here he makes people, practically on the other side of the universe, potently real and relatable.

23. Changeling/ Gran Torino

Does Clint Eastwood ever relax? It's not enough that he acts, directs but he also scores some films. In 2008 he delivered two vastly different and wildly unique films. One is a devastating tale of heartache and loss and the other is about loss as well, but is executed to be a bigger crowd pleaser. Changeling is a film that still haunts me; a true tale about the disappearance of a young boy and the hack job done by the LAPD in executing a search in the 1930's. Angelina Jolie's performance as his mother is her best yet. Instead of allowing herself to be over-the-top her restrained face shows us everything we need to know. Volumes could have been written about the subtle shifts in physical presence. Gran Torino was a film that surprised me. By no means is it a poetic film, but it's an engaging film made for the masses. Eastwood's performance and sense of time and place as a director make the film more than ordinary popcorn fare. He weaves a moral tale into the film that elevates it to another level. This is a film that could have gone horribly off-course but with Eastwood's no-nonsense direction, it works on just about every level.

24. Definitely Maybe

My favorite romantic comedy of the year if for no other reason other than I couldn't quite foresee where it was headed. I enjoyed seeing the tale unwind itself as Ryan Reynolds tells his daughter, played by Abigail Breslin, about the three most important relationships of his life. Elizabeth Banks (take note), Rachel Weisz and Isla Fisher deliver engaging performances that you lose yourself in. Romantic comedies often have flimsy scripts and characters whose development are thinner than a wafer, but here they are vivid characters who we share their unique feelings and experiences with. A sign of great art is when you can see yourself in the characters. The story doesn't have to be the same, but the feelings you feel are.

25. Milk

A wonderful biopic that I feel has more faults than most and was about twenty-minutes too long. That being said, director Gus Van Zandt has made a career out of subtlety and this paired with his immense cast (led by Sean Penn) provides a great biopic of a man who helped change not just the course of gay men and women in California, but nationwide. The true stand-out performance belongs to James Franco in a role that is a polar opposite from the stoner in Pineapple Express and proving to everyone that he's more than just Peter Parker's best friend.

26. Ghost Town

A horribly marketed film that could have played to many demographics, alas it didn't. I even missed this one until it appeared on DVD. Ricky Gervais is in prime form in a biting, scathing and ultimately touching performance of a miserable dentist who goes under the knife, dies for 10-minutes and comes back only to find he's haunted by ghosts of the dead. I can promise you this film is so much more than that. Gervais in many ways gives one of his greatest performances and when paired off against Greg Kinnear and Tea Leoni he proves to everyone he's more than just a funny guy, but a movie star. Let's hope his next film gets a proper promotional push.

27. House Bunny

From the same people who created Legally Blonde, House Bunny is a wonderfully bright tongue-in-cheek comedy that exceeded all expectations about a girl from the Playboy mansion who is kicked out and becomes a sorority's house mother. Ana Farris proves to be more than a funny face or merely someone who got lucky with the Scary Movie franchise. She exudes charm and sensibility in a role that is as bright as Reese Witherspoon's in Legally Blonde.

28. Pineapple Express

David Gorden Green takes his rural noir directing skills and lends them to a stoner buddy pic. A wild entertainment that is better on repeat viewings with James Franco stealing the glory once again in a near perfect performance.

29. How To Lose Friends and Alienate People

Simon Pegg is wickedly hysterical in this underrated film. He plays a wannabe magazine publisher who finds himself turning into the very thing he despised. The film also sports a spare yet invigorating performance by Jeff Bridges, who could have filled a whole movie himself.

30. The Counterfeiters

Technically a 2007 film (it won the Oscar for Best Foreign Film last year), but I didn't see it in time for last year's list. It's not merely just another holocaust film but a film where one has to choose between life and doing what's right? The best bankers are brought together in one camp to create fake money to help fund the German army. Are they helping or hurting their cause by taking a hand in the creation of the money? Not just poetically beautiful, but thought provoking as well.

31. The Band's Visit

A small and wondrous film of a ceremonial band full of policemen who find themselves in Israel misplaced. This is a film where encounters, lust, chances, awakenings and realities all come to the forefront. Have you ever had an evening with friends where you ponder life's mysteries and intricacies? This film is like one of those nights where you pull your mask off and let others see your vulnerabilities and what makes you tick.

32. Zack and Miri Make A Porno

2008 was a really good year for comedies and Kevin Smith's latest may not be his best, but shares the best he has to offer; vulgarity and sweetness. Beneath every Smith story is a scent of sentimentality that I fall for. Two best friends decide to make a pornographic film to pay their bills sounds a bit far fetched on paper, but the jolt of humor Smith infects his characters with is flat out entertaining. Smith is a filmmaker whom I believe one of these days will have a huge $100-million hit on his hands and many will go back to his earlier work and wonder why it didn't find a larger audience at its time of release.

33. Role Models

A film I had zero expectations for and proved to be one of the year's best comedies. This isn't just funny in a few scenes, but laugh out loud hysterics reign supreme. Paul Rudd and Seann William Scott mentor troubled young men who have issues fitting in. The end result is a film with at least a dozen big laughs. Plus it has Elizabeth Banks, a sign of quality. She has four films on this list.

34. Tropic Thunder

I didn't quite love it as much as everyone else, but it's good to see Ben Stiller back in the director's chair as I believe it to be his true calling. Much has been spoken about Robert Downey's performance, which is hell-bent provocative, but then again, most of this film is, but when it makes one laugh, it takes the sting out of the offensiveness.

35. Hellboy II: The Golden Army

Writer/director Guillermo del Torro could make a film about a toilet seat and I'd find it to be a stunning visual achievement. Hellboy II is better than the first film due to the increased budget, yet del Toro always has his eyes set on the characters and story development which is what differentiates this from forgettable action fare.

36. Shotgun Stories/ Snow Angels

Shotgun Stories was produced by David Gorden Green but it is infused with all of the best elements that are weaved throughout his small-town noir thrillers; jealousy, violent rage and a cast of characters hell bent on making life as difficult as possible for themselves. Michael Shannon shines again in this tale of two sets of step-brothers who come head to head over their disgruntled pasts. Snow Angels is directed with grace and tender care by Green himself and is a far cry from Pineapple Express. It involves two divorced parents who vie for the love and attention of their daughter. The story uncoils gradually allowing the viewer to indulge in the characters lives. However, there is a turning point that will confound you and takes the film in a twisting turn that is nothing short of devastating.

37. Mongol

The first of a trilogy of films to be released about Genghis Khan. Nominated for a Best Foreign Film Oscar last year, it saw a stateside release in 2008 and it's unlike anything you would imagine. Beginning with Khan at a young child it takes you through his upbringing, obstacles and eventual rise to power. The film shows a gentle and kind leader who does what he feels is right. It's rare a film can be made on this scale and challenge everything you know about the legendary and often mythic, yet very real, character. If you're in the mood for a huge historical epic, look no further.

38. Taxi To The Dark Side / Standard Operating Procedure

Taxi puts the US military and the actions of our leaders in a post 9/11 world upfront. The torture of prisoners (many who were innocent) send shocks to the system you may never recover from. Standard Operating Procedure by the best damn documentary filmmaker today, Errol Morris shines a light on how those infamous photos of torture leaked to the mainstream media. Morris' film is like watching a car wreck, but all the more fascinating due to the number of people he got to speak to him. The DVD is essential viewing not just for the film but for the DVD extras as well. No one can dissect an issue better than Morris.

39. Nick and Norah's Infinite Playlist

Call it After Hours for the EMO generation. Despite its flaws (I never had this amount of freedom in high school), I loved spending time with these characters and the rather insane set of circumstances that reveal themselves to them over the course of an evening in New York in search of a secret show by their favorite band.

40. Shine A Light

The Rolling Stones live on stage directed by Martin Scorsese; the world's greatest rock n' roll band directed by the world's greatest living director. Nuff said.