Well, it took me a while but I finally got this damn thing done.

I know these best-of lists are pretty pretentious in general, but I love movies so much that I can't help but throw together my own list each year. What can I say - I love it. For me, it's really about passion, but it's also about sharing with you, the reader. Hopefully, I might bring attention to that little gem of a movie you might not have heard about.

It should be noted that I saw in the neighborhood of 200 films in 2004. Even at that many, there were plenty I missed that could have potentially made the list. For instance, the much talked about Hotel Rwanda and Million Dollar Baby have yet to be released nationwide while titles like Bad Education, Metallica: Some Kind of Monster, The Sea Inside, Dogville, Monsieur Ibrahim, Criminal, The Last Shot, Silver City, Baadasssss, Being Julia, P.S., House of Flying Daggers, The Merchant of Venice, Vera Drake and countless others, I just didn't have time to see for one reason or another. Sooner or later, I'll get to them. Watch for the reviews. For now, feel free to take a look at my favorite film experiences of 2004.

1. SIDEWAYS

The last three years, my number one picks were a bit on the obvious side, but rightfully so (I'm referring, of course, to The Lord of the Rings trilogy). This year, independent films reigned supreme and after exhaustive and intense pondering, I'm going with writer/director Alexander Payne's funny, touching, and sometimes painful Sideways as my number one pick. Why? Well, not only does it feature three of the very best performances of the year (in the form of Paul Giamatti, Virginia Madsen and Thomas Haden Church-special, added props go to a solid Sandra Oh), but it's also incredibly observant. Leave it to the gifted Payne to take a standard road movie formula and turn it...well...Sideways. Like the beverage so eloquently described throughout the film, this American classic is only going to get better with age.

2. ETERNAL SUNSHINE OF THE SPOTLESS MIND

Few films in recent memory have delved into the complications that can come with a relationship in the way that this creatively brilliant movie from writer Charlie Kaufman and director Michel Gondry does. It's both a visual and emotional stunner featuring the performance of Jim Carrey's career (thus far) as well as an equally effective turn by Kate Winslet.

3. THE PASSION OF THE CHRIST

Along with Fahrenheit 9/11, Mel Gibson's latest epic was the most polarizing picture of the year. Personally, I loved it. I have yet to form an opinion as to whether or not this film is anti-semitic, but I didn't go in thinking in those terms. That's not what the movie is about and I'm not entirely sold on that notion. If it is, Gibson wouldn't be the first film maker to use this medium to express his opinion and he won't be the last. What I saw was a passionate piece of cinema, expertly crafted by a true artist.

4. INTERMISSION

Intermission is the best film of 2004 that most audiences never heard of. With it's intersecting tales of love and other crimes and disasters, Intermission uses biting wit, visceral vilolence, a big heart (at least the Irish version of it) and great performances to weave this winning little gem. Often reminiscnet of the works of Tarantino. This movie features an outstanding ensemble (most notably, a delightfully self confident Colm Meaney), a sensational (if a tad mean) sense of humor, and a perfect pace.

5. KILL BILL VOLUME 2

Speaking of Quentin Tarantino...As is the case with The Lord of the Rings trilogy, I don't separate the chapters when it comes to this Quentin Tarantino kung-fu opus. I look at it as one glorious, complete epic. And while I believe Pulp Fiction to be Tarantino's masterpiece, Kill Bill still has a special place in my heart with it's wildly hyper-kinetic visual sensibility, and playful dialogue. Dialogue that could be best described as vintage Tarantino.

6. SHAUN OF THE DEAD

With this relentlessly creative ode to zombie flicks, movie geeks the world over had a reason to celebrate. Creators Edgar Wright and Simon Pegg not only paid loving homage to films they worshiped through the years, but they did so in grand fashion with a hilarious picture loaded with unlimited inside jokes, brilliant comic timing, spine tingling horror, and unexpected drama. With films like Saw and The Grudge becoming blockbusters, this gem of a movie got lost in the shuffle. What a tragedy!

7. THE AVIATOR

Martin Scorsese returned with a vengeance in what is perhaps the most accessible film of his career. Leonardo DiCaprio is amazing as the legendary Howard Hughes, and Scorsese brilliantly balances the awe inspiring grandeur and momentary lapses into madness that made up this compelling yet eccentric individual.

8. FINDING NEVERLAND

Johnny Depp and Kate Winslet are sensational in this heartfelt look into the life of Peter Pan creator J.M. Barrie and the circumstances that led him to write one of the most beloved tales of all time. Pure and innocent, the film's biggest attributes are it's honest depiction of children and a refreshing lack of cynicism.

9. KINSEY

In a film that would have made TLC proud, Liam Neeson plays infamous sex therapist Alfred Kisney. This picture is controversial to be sure but it deals with it's frank subject matter in an intelligent fashion. And what a performance by Laura Linney.

10. SPIDER-MAN 2

Spider-Man 2 isn't only infinitely better than the first installment, but it's also a perfect showcase for the considerable talents of the amazing Sam Raimi who's dazzled the movie freak in me for years with creative flicks like Evil Dead 2. What really took me by surprise in this film was it's strong, dramatic touch. This is one of the best sequels I've ever seen and gives comic book-based films a good name.

11. SKY CAPTAIN AND THE WORLD OF TOMORROW

While it could be argued that Sky Captain is a strong case of style or substance, it completely won me over. As I watched this stunning picture, I felt like a kid again. Visually, it was like watching Tron for the first time, which might sound silly to a lot of people out there, but if you were a film buff when Tron came out, you know what a big deal that was. Sky Captain also has an innocence about it that we haven't seen in a movie of this scale for a long time.

12. I HEART HUCKABEES

While this tale of intellectuals from David O. Russell tends to be a little too smart for it's own good, I was completely mesmerized by it's ideas about life. Jason Schwartzman and Mark Wahlberg are outstanding, and I found the entire experience unique and quite funny.

13. TOUCHING THE VOID

What a great year for documentaries. While Touching the Void is more re-creation than actual documentary, it's a stunner nonetheless, and greatly benefits from the casting of virtual unknowns in the roles of real life mountain climbers Simon Yates and Joe Simpson. Two individuals who would learn the true meaning of survival during their descent from Siula Grande in the Peruvian Andes. Terrifying and unpredictable, this is the sort of story you would might not believe had it not been based on a true story.

14. THE UNITED STATES OF LELAND

This exceptional (and vastly underrated) character study features a stunning performance by Ryan Gosling as a young man institutionalized for a crime he may or may not have committed, and the effect it has on a suburban community. Don Cheadle also soars as Gosling's psychiatrist. A beautifully written piece that really deserved a wider release.

15. NAPOLEON DYNAMITE

There was no way I was leaving this baby off my best of list. Lisa Schwarzbaum of Entertainment Weekly had this picture on her worst-of list while internet movie guru Harry Knowles simply called it retarded. I say they both missed the boat. THIS MOVIE IS FUNNY! And it's the smaller moments that really made me laugh. Plus, the entire movie is instantly quotable - sort of like an Arnold Schwarzenegger film. Napoleon made being a dork fashionable again.

16. THE INCREDIBLES

Pixar scored yet again with this tale of a super hero family fighting evil and trying to keep their personal lives together. Directed by Iron Giant creator Brad Bird, this zany adventure refuses to dumb the material down and as an end result, it's great fun for all age groups. A visual stunner and well written to boot.

17. SUPER SIZE ME

While Fahrenheit 9/11 stole every other documentary's thunder in 2004, it is Super Size Me that emerged as the most insightful (and objective), with it's hilarious and sometimes scary glimpse into fast food culture. Director Morgan Spurlock puts his own life on the line in the name of science and entertainment, and I personally am all the wiser because of it.

18. DIG

This outstanding look into the turbulent lives of rockers The Dandy Warhols and Brian Jonestown Massacre pulls-off the near impossible; it's tremendously entertaining, even if you're not familiar with either band. What's more, it deftly shows, that for many musicians, conflict is essential in the creative process. And if that weren't enough, there's nearly ninety minutes of great music in this movie.

19. HERO

Jet Li is terrific as a stoic warrior in this amazing Asian import, but it's the stunning cinematography and breathtaking choreography that really give this beautiful film it's kick. With equal parts action and romance, Hero is a winner and on par with Ang Lee's outstanding Crouching Tiger, Hidden Dragon.

20. COLLATERAL

Michael Mann is so great when it comes to crime/thrillers that he's even able to rise above a cliched final act. Of course it helps that he has the winning team of Jamie Foxx as a underachieving cab driver and Tom Cruise as the villainous hit man who hires him to take this picture to the highest level. These two play off of each other with such winning precision that the expertly crafted action is just there as filler. Mann is the man.

21. TEAM AMERICA: WORLD POLICE

I don't care if it's irreverent. It's funny. Those nutty South Park creators (Trey Parker and Matt Stone) skewer politics in Team America, but it's really more of a stab at cheesy Jerry Bruckheimer style action films and offers up more winks to the action genre than you can shake a stick at. The laugh out loud musical numbers make it even funnier. What really shocked me though, was the A-list cinematography. I'm not kidding. Bill Pope deserves an Oscar nomination for this.

22. MEAN CREEK

This striking independent film sort of plays like a contemporary version of Stand By Me. It's honest and brutal, but never shocking for the sake of being shocking - which often seems to plague movies of this nature (see Larry Clark's Kids). Rory Culkin is outstanding as a boy who hopes to exact revenge on a school bully, only to have a change of heart when he really gets to know him. Young Carly Shroeder is particularly effective as the female lead.

23. RAY

While Ray tends to be rather conventional as a bio pic (particularly during the flashback sequences), I couldn't overlook it because of an absolutely spectacular performance by Jamie Foxx. His portrayal of the late Ray Charles goes beyond mere impersonation. This is, perhaps, the strongest performance of the year. And what an amazing soundtrack.

24. ANCHORMAN

What can I say. I love Will Ferrell. He's the balls! Anchorman doesn't have much of a screenplay. It's mostly improvisational, but I found myself laughing hard throughout most of it. My favorite scene involves Ferrell's Ron Burgundy breaking down in a phone booth. This guy just cracks me up. There really isn't anything else to say.

25. BEFORE SUNSET

This follow-up to Before Sunrise really surprised me. I liked the first film, but thought this one was stronger. Director Richard Linklater reassembles cast members Ethan Hawke and Julie Delpy whose characters reunite nearly ten years after their first meeting. With wonderfully written dialogue the two discuss everything from politics to sex. The premise is simple but more complex than one might think, and what I loved most about it is that it felt like an honest progression of these characters' lives. It also contains the perfect ending.

26. A VERY LONG ENGAGEMENT

While the title is a little too fitting, Jean-Pierre Jeunet's epic tale of love and war succeeds because of a breathtaking visual style and another wonderful turn by Audrey Tautou who looks so much like another famous Audrey, it's almost scary.

27. CLOSER

Mike Nichols' outstanding character study about intellectual idiots in love (at least they think they're in love), is brutal, unflinching and uncomfortable, but it's also fascinating. Based on the play of the same name, Closer is probably the most scathing view of relationships since Neil LaBute's In the Company of Men and Your Friends and Neighbors.

28. THE DOOR IN THE FLOOR

Based on a novel by John Irving, The Door in the Floor soars in a sky of eccentricities thanks to a quirky but sure-handed turn by Jeff Bridges as a dysfunctional writer and Kim Basinger as his emotionally distraught wife. Odd but interesting, The Door in the Floor reminded me of American Beauty and Wonder Boys. Pretty good company.

29. CONTROL ROOM

This documentary about the war in the Middle East is infinitely more interesting (and objective) then Michael Moore's entertaining but unfocused and all too easy stab at George Bush. While it is certainly another slice of propaganda, it's much more assured and insightful than Fahrenheit 9/11, and a lot less hateful to boot.

30. OVERNIGHT

Yet another great documentary. This one focuses on Troy Duffy, the egomaniacal director of Boondock Saints. You've never heard of Boondock Saints? Perhaps that's because Duffy pissed off so many people during the making of that picture (including Miramax head Harvey Weinstein) that it went straight to video. Lucky for us, a couple of documentarians were on hand to showcase Duffy's short rise and quick fall into obscurity. This is fascinating stuff.

31. OPEN WATER

Poised to be the Blair Witch Project of 2004, Open Water irritated more people than it impressed. Consider me one of the impressed. This terrifying tale of divers stranded at sea with a school of hungry sharks is the best kind of thriller. It's produces actual scares and a realistic portrayal of what happens when people are put in a dire situation. A haunting and unexpected ending.

32. PRIMER

Made for less then $10,000, this stunning exploration into time travel, deals with it's topic in an intellectual fashion. As much as I love time traveling Delorean and such, film maker Shane Carruth takes a much different approach to the material, and the end result is innovative and thought provoking. This is true science fiction.

33. THE DREAMERS

Bernardo Bertolucci's love letter to cinema and politics (circa late 60's France) is passionate and uninhibited. While beautifully acted, gorgeously shot, and perfectly cut, it is Bertolucci's pure love of movies and movie making that make The Dreamers such a joy to watch.

34. STANDER

Thomas Jane knocked my socks off with a stunning performance as a South African (wait until you here his authentic accent) police officer who, after witnessing one too many injustices, comes up with a rather unorthodox (and just plain insane) method for setting things right. Unpredictable and eccentric, Stander is a terrifically entertaining thriller that made me all but forget that Jane also appeared in the awful Dreamcatcher.

35. SPARTAN

David Mamet's intelligent, engrossing kidnaping caper disappeared from theaters in about a week. Featuring Mamet's odd but trademark dialogue, this taut thriller delivers it's payoffs via smarts as opposed to explosions, and the twists and turns are exciting with out being mechanical. Mamet is easily one of the best screenwriter's of the last twenty years.

36. COFFEE AND CIGARETTES

I felt conflicted when it came to including this movie on the list because it is experimental and it is flawed, but ultimately, I decided what the hell. The Steve Coogan/Alfred Molina sketch was so damn entertaining, that I felt compelled to include this gem of an independent flick from veteran Jim Jarmusch on my list. This collection of vignettes is hit and miss, but shorts featuring Cate Blanchett, Tom Waits and Iggy Pop, and Jack and Meg from the White Stripes, were worthy enough to put a big smile on my face.

37. DE-LOVELY

Ray wasn't the only worthwhile musical bio-pic released in 2004. De-Lovely, based on the life of the songwriting icon Cole Porter was also quite effective. Kevin Kline is solid in the lead, but it's Ashley Judd who really brings the film to life as Porter's loving (and understanding) wife. This is one of the best performances of her career. Also lending life to De-Lovely are some terrific musical numbers preformed by an onslaught of talented, contemporary musicians.

38. RIDING GIANTS

This documentary deftly presents surfing as a way of life, and not just a breathtaking sport. Beautifully fashioned by Dogtown and Z-Boys director Stacy Peralta, the stock surfing footage is truly spectacular, and the lively subjects interviewed make for an entertaining film.

39. THE WOODSMAN

Kevin Bacon's strong, sympathetic portrayal as an ex-convict with a horrible secret lends emotional weight to this tough look at very tough subject matter. Kyra Sedgewick is outstanding as Bacon's spitfire of a girlfriend, while rapper Mos Def soars as a tough police officer who refuses to let the ex-convict out of his sight.

40. GARDEN STATE

Truth be told, I thought this movie was somewhat overrated when and I saw it at last year's Sundance Film Festival. I liked it a lot, but had issues with the final act. Still, Scrubs' Zach Braff shows great potential as a writer/director/star with a film that is sweet, quirky, and funny, while maintaining it's melacholy tone throughout. Natalie Portman is absolutely stunning as a tale-telling cutie who falls for Braff. Her work here is even stronger than her outstanding work in Closer.

41. MIRACLE

So what if it's flag waving. It's damn inspirational. Kurt Russell (who I maintain is one of our most underrated actors) is fantastic as Herb Brooks, a coach who would lead an American hockey team, against all odds, to a gold medal during the 1980 Olympics. Just a terrific feel good movie, even if you know exactly how it's going to end.

42. MEAN GIRLS

In this wicked comedy, Lindsay Lohan plays a new high school student who opts to play both sides of the social ladder on campus. Tina Fey's witty screenplay is both wildly funny and incredibly observant in it's sometimes dark look at the perils of high school life.

43. THE NOTEBOOK

Nick Cassavetes is a film maker I don't usually care for, but he won me over with The Notebook. While this is a tear jerker in every sense of the term, it is elevated because of the powerhouse performances by it's two leads, a beautiful and lively Rachel McAdams (who also appeared in Mean Girls) and an intense Ryan Gosling. Watch for a riveting supporting turn by James Garner as well.

44. THE MOTORCYCLE DIARIES

Giving us a glimpse into the life of a young Ernesto Guevara de la Serna (aka Che), this intimate road movie gives us a little insight into what would ultimately shape the infamous political figure into who he would become. Simplistic and well shot, director Walter Salles' restraint and a beautifully nuanced turn by Gael Garcia Bernal, bring this small but effective bio pic to life.

45. HARRY POTTER AND THE PRISONER OF AZKABAN

It was a surprisingly strong year for sequels, and Harry Potter and the Prisoner of Azkaban is clearly the strongest entry of the franchise. Director Alfonso Cuaron, for my money, did a better job at transporting the audience into a magical universe than Chris Columbus did. It also helps that this installment is edgier. Additional props to the young cast who continue to become more comfortable with each passing adventure.

46. THE BOURNE SUPREMACY

Speaking of great sequels. The Bourne Supremacy is every bit as good as it's predecessor and in many ways, better. Matt Damon is outstanding as reluctant hero Jason Bourne. This sequel is well paced and offers up a fair share of unexpected twists and turns, but what I really loved about it was it's humanity. Jason Bourne is a hero worth rooting for. This film is taut and exciting.

47. SAINTS AND SOLDIERS

Saints and Soldiers is an effective small scale film that is made all the more amazing because of it's big time subject; World War 2. Shot mostly in the state of UT, director Ryan Little does an admirable job of displaying the horrors of war without showing a lot of blood. The film is well acted and manages to get it's point across without being unnecessarily preachy.

48. HELLBOY

Guillermo del Toro's take on this creative comic book benefits from a striking visual style, a dry sense of humor, and strong lead in the form of an equally dry Ron Pearlman. With junk like Blade: Trinity recently hitting multiplexes, it's nice to see films like Spider-Man 2 and Hellboy. They're proof that comic book characters can make an effective transition to the big screen.

49. LEMONY SNICKET'S A SERIES OF UNFORTUNATE EVENTS

While Jim Carrey is a tad on the annoying side as the creepy Count Olaf, Lemony Snicket still won me over with it's breathtaking cinematography, a stirring score, and wonderful performances from young Emily Browning, Liam Aiken, and twins Kara and Shelby Hoffman. I also loved that the picture doesn't shy away from the edgier material. It treats the younger audience the way they deserve to be treated - intelligently.

50. SAVED

It's Heathers goes to Church in this wicked satire starring Jena Malone and Mandy Moore as students clashing at a Catholic School. This movie is damn funny, and sort of skewers religion in the same way that Mean Girls skewers High School. While provocative, Saved never takes itself too seriously.

I won't bore you with a list of the year's worst. What's the point? It's a waste of my and, more importantly, your time. Why give all those crapfests publicity they don't really deserve? I will tell you my pick for the single worst film of 2004 though. As much as I loathed Christmas With the Kranks, I have to go with Johnson Family Vacation. Clumsy, boring, and most importantly; NOT FUNNY!