1. Up

Only in an alternate universe could a story where the lead character is a senior citizen gross $700 million worldwide, but that is the translucent beauty of Pixar. They find a way to tell the most one-dimensional stories against passionately ingenious backgrounds. The first fifteen minutes of this film alone are so emotionally absorbing that it automatically ranks it as one of the most affecting films ever. The relatively silent feature tells the story of a couple's journey through life and despite being animated; it was something I wouldn't expect from any film from Hollywood let alone an animated one. If you don't well up during this opening sequence, then I am sorry�you have no soul. The animation is dreamlike, but what differentiate Pixar films from standard animated fare are their scripts. They have a way of appealing to both a three-year old mind and an eighty-three year old mind. That is a rarity in the film industry and with each film Pixar creates, they defy expectations. These are more than pieces of animated created for diversion and entertainment, but stories for generations of people to share with one another and more importantly, they're life lessons embedded within. The adventure aspect of Up is gripping and full of awe. They manage to take you to another world and you never have to leave your seat. Ultimately the film teaches us a important lesson; whether it's an old man who yearns for a lost love or a young boy who yearns for love from his father Up teaches us that our partners in crime come in all shapes and sizes and love does as well. I've seen Up four times and as my daughter ages and begins to watch films, I know I will never tire of this one when she demands it on repeat.

2. Anvil: The Story of Anvil

I was emotionally drained when I first saw this film. There are two things that differentiate this film from most music documentaries; heart and soul. Music documentaries (which I love) are usually PR puff pieces or chronological stories encompassing an entire career, both can be engaging in their own ways, but the Anvil film is neither. It's harsh, depressing, and scary yet a ultimately uplifting story of two men who have remained dedicated not just to their vision and their art�but more importantly to each other. Directed by Sacha Gervasi, who was a fan of Anvil when he was a teen befriended the band, and they took him under their wings. Nearly two decades later, he looked them up after writing the Steven Spielberg/Tom Hanks project The Terminal. After meeting with Robb and Lips, he re-mortgaged his house to finance the film. A fascinating aspect is that if the Anvil guys had blown off this teen fan, then there would never have been a movie. Anvil spent the better part of three decades swimming in the pool of obscurity despite making a few highly influential metal albums and this film shows us their struggle, warts and all. The film is so brutally surreal you can't help but root for Lips and Robb, they feel like family and inside them, the audience see's their own struggles. Documentaries usually are about extreme events or people, but Anvil relates to the viewer in a way that's indescribable. There is a scene in the film where the lead singer/guitarist Lips is pouring his heart and soul out to the camera about their struggle to "make it" and he mentions that if nothing ever happens, (jokingly but with tears welling up in his eyes) he can go jump off a cliff. Robb turns to him and says "No you won't because I'll stop you", which he delivers with a gleeful smile, but when the two lock eyes with one another, you see their history, you feel their pain, your root for them and well�I think we all see ourselves and our struggles in this one scene. Aside from the aforementioned opening fifteen minutes of Up, no other film has opened my tear ducts as wide as this one scene. It's not manipulative because it's real. Watching it may not provide you with a history lesson about the holocaust, teach you about the toxins in our food or be about something written in history books, but it will enliven your spirit in ways a psychologist could only dream of.

3. A Single Man

No other film was created in 2009 with such attention to detail and care than A Single Man. Fashion designer turned director Tom Ford created a masterpiece on his first outing and I'm being humble with that statement. Every frame of this film is awash in attentive detail and hidden meanings. From the way a drawer may be shot to the light patterns when bringing the characters into focus, there is more going on in this film than anyone could ever imagine. I'd love to compare it to a classic film it emulates but this one is an animal of its own with a story about a single man (Colin Firth) who is devastated by the loss of his lover. The film takes place over the course of one day in the life of this man and despite the fact he is drowning in his own pool of pain, Firth brings great humanity to the performance, so much so, that no other lead male performance came close to his all year. I know it is Jeff Bridge's year (and rightfully so, he's been underestimated for decades), but no one was more subdued than Firth. In the end, it's more than just a story, but one where something in the universe comes along to us at our darkest moment and saves us. Just when you think you are truly alone and there is no hope, you are blessed (and sometimes cursed) with the grace of God.

4. Inglourious Basterds

Post Pulp Fiction Quentin Tarantino's work has divided audiences, but with Basterds he once again found universal acclaim with a re-writing of World War II history. It's a rare film that isn't too short, too long or miscast. I have loved everything Tarantino has graced the world with, but Basterds is a perfect combination of writing, acting and swift directing. The pacing of the film is spectacular as is the entire cast. Even my wife (who is not a fan of gory violence) when I asked her for her favorite films from last year, this was the third one she mentioned. Trust me, if that isn't a ringing recommendation, then nothing is.

5. Fantastic Mr. Fox

I usually separate the animated films from my overall list, but this year the offerings were too good and in truth, they not only stood up to the live-action fare but surpassed it. Wes Anderson has a romantic way of setting up his films, which usually take quirkiness to the utmost degree, but with Fantastic Mr. Fox he found a way to weave his quirky charm with a child's tale that all ages could enjoy. Its lack of performance at the box office was a sore spot for me, because when I see a animated film about special agent rodents surpass $100-million and an intelligent, humorous and downright enchanting stop-motion animation picture fall to the wayside, well, let's just say it questions my faith in the movie going public. But it comes out on DVD later this month and you need to see it. Besides the now novel stop motion animation, the voices (George Clooney, Willem Defoe, Meryl Streep, Owen Wilson, and Bill Murray) breathe such life into the characters I promise you, you will want more time with them once it ends. Plus, the truth is, as good as Up in the Air is, this is really George Clooney's best performance of the year.

6. (500) Days of Summer

The best non-linear film of the year, (500) Days of Summer is captivating as it is sprawling. There are a handful of romantic comedies that make major money and to see this film not find its audience (until video) was disappointing. It wasn't as quirky or cold as your typical independent film could have been. Joseph Gordon-Levitt and Zooey Deschanel give performances that are not just charming but completely vulnerable as well. The emotions are heightened by a tight script and an eclectic soundtrack that pulls you in every direction imaginable. We see both of them at different ends of the spectrum showing us what great joy can be and simultaneously what great pain can bring about. This film will be talked about for decades to come and being a college campus classic.

7. In The Loop

This film is wickedly funny with a performance by Peter Capaldi that is Oscar worthy. It may have only scored an Oscar nomination for "Best Original Screenplay" but make no mistake, the tone and overall execution of this film is marvelous. I need to buy the BBC television series that inspired the film because I can't get enough of this witty writing and Capaldi. Wildly satirical and in-your-face, In the Loop is bloody brilliant. Shadowing events that occurred in the lead up to the invasion of Iraq in 2003, it shows what occurs behind closed doors and the hilarity and chaos that ensues. James Gandolfini even makes an appearance, but the film's lynch pin is Capaldi who makes the words on the page of the script leap off at you.

8. The Informant!

How did Matt Damon get nominated for Invictus and not this film is beyond me. This should be a drama, but director Stephen Soderbergh and Damon took an alternate path and play this one as an absurd comedy. Conversations that should make you uncomfortable turn into laugh fests for their charm. Damon should come across as a corporate whistle blower who could win an award for biggest weasel, but instead his nuanced performance is one for the ages. There is great irony in this film and in the hands of lesser talent it could have gone horribly awry.

9. Ponyo

Miyazaki is the master of all animation and the man all of Pixar bows down to. If you have never taken part in the magic of his work, you should it is a wondrous and eye-catching experience. Ponyo at its core is a simple childhood film, yet the way you are taken in by the innocence and love. A young boy falls for a creature from the sea. His journey and hers are nothing short of magical. Miyazaki brings you into worlds one never knew existed and every time I watch one of his films, I am witnessing something I have never seen before. If you want to see the genesis of Pixar and how many of their straightforward stories are told against a magical backdrop revisit all of Miyazaki's films.

10. The Hurt Locker

This film is all about tension, putting the viewer in the thick of the action and trying to drain them over the course of two hours. It works miraculously. You sit on the edge of your seat and almost feel as if you're right there dismantling bombs among a group of people who are just as confused as you.

11. Gomorrah

My vote for the year's best foreign film; the world doesn't need another gangster film, but like City of God it's an enthralling look at the Camorra (their mafia) in Naples. This deals mostly with low level thugs, but the characters pull us in and eventually set us up for heartache. The most involving is Pasquale, a haute couture tailor who is working double duty for both the Chinese and Italians. He risks his life playing for both teams and the tension ill feeling one gets watching it all goes down comes to a head towards the album's finale. Melding numerous characters and stories, it's a gripping look at the underbelly of a world we knew existed but one we probably hoped to not look into.

12. District 9

I may never watch this film again because it left such a scarred impression on me, that I'll never need to see it again. 2009 was a great year for science fiction and director Neill Blomkamp creates a world that we all can relate to despite the fact it's filled with aliens. However, the film lives and dies in the hands of lead actor Sharlto Copley (who will be seen later this year in The A-Team movie), whose transformation in the film unsettled me to the extent that I am not sure if I can ever sit and watch the film again. That being said, his performance and the ending will remain forever entrenched in the memory bank.

13. Avatar

I was really hoping to see James Cameron finally misfire, but at the end of the film, I couldn't deny that it was unlike anything I had ever seen before. Unlike other directors who put the action first and story last, Cameron finds a human element to place side-by-side with the mouth gaping special effects.

14. Up in the Air

Jason Reitman created a story that is not just timely, but human as well. Whether or not you have lost your job, you can feel the pain, confusion and isolation these characters experience. Even if you are still employed, the economic effects of the world economy have affected you in some fashion. George Clooney and Vera Farmiga are wonderful to watch but it's not their looks that entrance us, it's their vulnerability. No matter how together someone may have it, as we learn, they are often to ones at sea without a compass just braving the storm because death is an easier alternative than the adventure of life.

15. Where the Wild Things Are

This book means so much to me, I won't bore you with any psycho analysis of my life, but I was super hesitant about this film when I heard it was being released. To my great surprise, director Spike Jonze and writer Dave Eggers have magnified the original ten sentence story from the book with delicate care. At the heart of the story was family and Jonze and Eggers delicately balanced this against the backdrop of a fantasy world. For children who have experienced the pain of a divorce, this film is essential viewing. The emotional pain and confusion Max experiences is placed up against a back drop that is devastating as it is beautiful. Towards the end of the film, we take away some important lessons as to how to control the rage�and the love and to hopefully always take a close look in the mirror at ourselves and see what we have become.

16. The White Ribbon

A film drenched in a repugnant details, it leaves you with more questions than answers. The aesthetic of the film evokes Ingmar Bergman. However, the fastidious narration and striking black and white cinematography are unforgettable. Director Michael Haneke has made a career of teasing his audience with tiny clues and hints as he peels away the story revealing more mysteries with each frame. Taking place in a small but highly religious village in Germany on the eve of World War I, the characters, events that take place and overall feel of the film is downright spine-chilling, beguiling and etched in your mind. Despite taking place nearly a century ago you feel as if you're a member of the village witnessing these events as a not too distant voyeur. I'll be floored if any other film wins the Best Foreign Film Oscar.

17. Star Trek

I always admired the Star Trek universe more than I loved it, but J.J Abrams re-boot is nothing short of extraordinary and dangerously alive. This is what the franchise has needed for well over a decade. The fresh face lift had pitch perfect casting, a great story and enough of an homage to the original to appease new and old Trekkies alike.

18. An Education

A wonderful coming of age story with actress Carey Mulligan playing the role of a inquisitive, bright yet naive sixteen year old who falls for a man more than double her age, performed with just enough slimy bravado by Peter Sarsgaard. The script is by none other than Nick Hornby (author of High Fidelity, About A Boy) and it's lean and direct with witty dialogue that feels perfectly in place in a pre-Beatles England. Mulligan anchors the film with her performance where she must choose a path for the remainder of her life. Little does she realize that life isn't as easy as one may suspect. The ninety-five minute running time is perfect and it leaves you wondering what Carey Mulligan will do to follow this up.

19. Adventureland

It's funny how when we are younger we yearn for independence and freedom. However, as we get older, we realize our teen years were full of more wonderment than anyone knew. Greg Mottolla (Superbad) wrote and directed this film which takes place in the summer of 1987. Jesse Eisenberg plays the lead role of a just graduated college student who gave up his back packing trip to Europe due to his families finance issues. To add insult to injury, he can't seem to find a job anywhere else than the local amusement park, Adventureland. Ryan Reynolds, Kristin Stewart, Bill Hader and Kristin Wig flesh out the ensemble piece as the lead James (Eisenberg) discovers the pitfalls of summer jobs and the humor and humility that comes with them. Infused with a top-tier soundtrack full of nostalgia, this film should resonate with anyone who was ever young and dreamed big dreams.

20. Funny People

Beneath the raunchy and (at times) childish behavior from Adam Sandler is a dramatic actor screaming to be let free. His work in Spanglish and Punch Drunk Love has shown us alternate sides to the man, but Judd Apatow's Funny People really shows him at his most vulnerable. Being faced with death at a young age, he questions his past mistakes, what he should have done and with his limited time left, what he can put right. Minor spoiler�stop reading now if you don't want to know more. But here's the twist, he recovers from the medical scare�but what then? Will he continue down the path of redemption or be succumbed by the devil and temptation and go back to his selfish ways. Funny People is one of a kind and even though it didn't set the box office afire, it will set a fire inside you.

21. Sex Drive

Ok, I'm cheating, this is a 2008 release but it was released on DVD in '09 and it made me laugh�hard. The title basically speaks for itself, but what differentiates this film from other teen romps is the uniqueness of the situations the characters find themselves in and the fact the script is laced with a bit of heart. Plus it's a road trip movie, and last time I checked, all road trip movies not starring Vincent Gallo are damn fun. If you're looking for a good laugh, then queue this one up.

22. Fired Up!

Sometimes a film doesn't need to be original, courageous or even ingenious to be good. A good film is like a good song, it's blind to genres and labels. Fired Up! is the story of two football players who skip out on football camp before their senior year to join the cheerleading team so they can attend cheerleading camp. Sound stupid? That's because it is, but still, there's plenty of scenes that will leave you in hysterics and the lead performances by Nicholas D'Agosto and Eric Christian Olsen are right in tune with the comedy of the film. They deliver their lines like it's a form of iambic pentameter from the John Huhges school of comedy.

23. It Might Get Loud

A musical summit meeting between three guitarists starring a legend (Jimmy Page), a innovator (U2's The Edge) and a purist (Jack White) showing not just their chops, but expressing their art. The results are a spellbinding watch as we learn how these three men create their art and how they came to bring it to life. You see where each came from, how they became who they became and what music means to them and how they try to share it with the rest of the world.

24. Watchmen

I loved this adaptation of the graphic novel, found the world and the characters entrancing and have watched the film a few times since. Don't let the superhero garbs distract you, deep down this is a fantastic noir thriller.

25. Hunger

Irish activist Bobby Sands believed in his cause so vehemently that he refused to eat when he entered prison in 1981. The film lays out the beliefs that drove him to his action (in a masterstroke of filmmaking with a extended conversation in the middle of the film). British artist/director Steve McQueen creates an atmosphere that is anarchic for the beginning, magnetic in the middle and bloodcurdling in its conclusion. The Criterion Collection just released a splendid DVD, you won't forget this one.

26. Waltz With Bashir

This animated film was released in late 2008 but I wasn't fortunate enough to catch it until its DVD release this past spring. The animation and story will haunt you. Taking place during Israel's 1982 invasion of Lebanon, this animated film recounts, from firsthand accounts, why thousands of innocent people died because those in power chose to look the other way. This film will ravage your faith in the world, yet the animation is so engrossing, it's essential viewing.

27. Away We Go

This film snuck up on me and charmed me. Sam Mendes follows a couple (John Krasinski & Maya Rudolph) as they try and find a home on a cross country trip before the birth of their first child. Om their adventure they encounter humor and heartache but in the end, they find themselves. The twists and turns of the film are not entirely predictable yet Krasinski and Rudolph make us care as they encounter a new age couple, another yearning for their own child and finally one in the midst of divorce. Ultimately, it is the extreme circumstances the two find themselves in that force the climax of the film and it's a rewarding one.

28. Crazy Heart

The honest to God truth is that every time Jeff Bridges appears on the screen, he's enthralling. One could be in awe with him through a variety of films including The Big Lebowski, How To Lose Friends & Alienate People and The Door in the Floor, the latter of which finds Bridges playing a similar character to the one he does in Crazy Heart. Both are men of great talent, who numb themselves from the pain of life through booze. Bridges brings the character to life and will earn his long overdue Oscar.

29. The Hangover

This film was barely on my radar and then the word of mouth forced me to go. I'm glad I went. The extreme situations and fresh casting made this one you won't forget anytime soon, even with mind altering drugs.

30. A Serious Man

If you feel like you're having a bad day, watch this film Larry Gopnik (played with humor and grace by Michael Stuhlbarg) is a man truly down on his luck. The story of a simple (yet serious) man who appears to have had every bad break imaginable is typical Coen Brothers fare. Laced with humor, it's also devastating real and brutal and as the final images disappear into the credits, you only then grasp that despite how challenging life is, living one full of challenges is better than not living one at all.

31. The Blind Side

I stayed away from this film for over three months and succumbed to it just this past weekend and you know what, its popcorn filmmaking at its finest. Just because the film pulls at your heart strings with manipulative situations and it's a big studio film doesn't mean that it's not good. Bullock centers the film with her brash don't-mess-with-me attitude. Why I don't think it deserves to be one of the ten pictures of the year, the film does remind us that as much as we complain about our current situations they are better than most.

32. I Love You Man

Paul Rudd's character (Peter) gets engaged and realizes he has no close male friends. In a rather side-splitting series of events be befriends Jason Segal (Sydney), become friends and their friendship is tested. But like any good comedy, the film has a dozen-plus jokes that make you smile and the two leads infuse the characters with their personalities that ultimately make the film gratifying.

33. Whip It

Drew Barrymore's directorial debut is all about girl-power. Ellen Page owns the role of a girl trapped in the hell of beauty pageants and when she discovers roller derby. This film elicits pure joy and it's one of those rare movies where you will smile from beginning to end.

34. Assassination of a High School President

This is one of those films that get lost in distributor hell. Bruce Willis has a bit role as the school principal, but the real story is tied up with its mostly unknown cast (Mischa Barton aside) who are witty and unfurl their lines, attitude and dialogue like adults. While it doesn't touch the brilliance of 2006's Brick it's a damn fine film that deserved a better fate.

35. Goodbye Solo

I saw 2008's Chop Shop and well, it didn't provide that connection I was hoping for. Many critics were heralding it and well, I just felt disconnected from it and couldn't wrap myself around the characters. However, director Ramin Bahrani's follow up is an alluring story of two men searching for their place in life. One drives a cab and the other makes a visit to his town and hires the man to drive him around. A movie of hope, dreams, regrets and a few secrets, the film unfolds and you watch solemnly as the pieces of the puzzle come together. Ultimately, the relationship is inspiring to both men and brings about change neither could have foreseen.

36. Br�no

Sue me�I was not just insulted but saw things on the screen I never imagined would be allowed. Sacha Baron Cohen took everything to the nth degree and while many were put off by it, I still found hilarity here. The film alone is worth seeing for the adopted baby episode and Br�no's interview with Paula Abdul.

37. The Cove

A disturbing documentary about the abuse whales endure so we can have them in theme parks. Director Louie Psihoyos and former dolphin Ric O'Barry and what they do to free them and fight for their rights. The film that will probably win the Best Documentary Oscar.

38. Julie and Julia

This film is all about Meryl Streep and the ever reliable and underrated Stanley Tucci. The heart of the film comes from Tucci, we love Julia Child is because of her husband and his dedication to her. Proof there can be soul in a big-budget Hollywood film.

39. Katyn

In 1940, the Soviet Union mercilessly killed ten thousand Polish soldiers in a massacre that wasn't uncovered until decades later. Nominated for Best Foreign Film last year at the Oscars, the film is now on video and the way it unwinds is riveting. You won't want to leave your seat for any reason as families hold out hope and search for their husbands, brothers and sons. The brilliance of the film and that despite what we think we know will happen, we hold out hope too.

40. Food Inc.

If you think you know what goes into the creation of our food, think again. Robert Kenner does a brilliant job of researching and gathering explosive interviews that will make you think twice about your current diet.

Also worth seeking out: The Girlfriend Experience, Coco Before Chanel, Drag Me To Hell, The Invention of Lying, Sherlock Holmes, Management, Nine, My Sister's Keeper & The Great Buck Howard