Some 300 movies came out in 2007, and we managed to see almost every one that mattered (sorry, 'Who's Your Caddy?'). Hollywood had a good year, despite all those three-quel let-downs. We battled like Spartans (but with fewer casualties) to hammer out this definitive list of the year's 50 best, plus 10 we could've lived without.

50 Best Movies of 2007

Transformers50. 'Transformers'
Director Michael Bay took a washed-up, aging toy line and transformed it into one of the biggest, baddest action flicks we've seen in a long time. Throw in a charming performance from Shia LaBeouf, and 'Transformers' hit harder than Optimus Prime on steroids. --Erik Davis

I Am Legend49. 'I Am Legend'
It's not the mind-blowing epic many hoped it would be, but there's a lot to be admired in this post-apocalyptic actioner. Will Smith puts on a heck of a one-man show as the lone mutant-bashing human in a virus-ravaged New York. And the views of a decimated NYC are absolutely haunting. --Tom DiChiara

Lars and the Real Girl48.
'Lars and the Real Girl'
Only Ryan Gosling could take an eww-inducing role (strange loner buys inflatable sex doll and falls in love with "her") and turn the creep factor off, the charm factor way up. A strong supporting cast (Patricia Clarkson, Emily Mortimer, Paul Schneider) helps to warm up the Minnesota winter. --Angie Argabrite

I'm Not There'47. 'I'm Not There'
Todd Haynes deconstructs the biopic with a film in which six actors -- led by the amazing Cate Blanchett -- represent Bob Dylan at various phases of his life. Equal parts challenging and audaciously inventive, it's a portrait of the artist as complex and fascinating as Dylan himself. --Patricia Chui

Before the Devil Knows You're Dead46.
'Before the Devil Knows You're Dead'
Welcome back, Sidney Lumet! After decades without a hit, the 83-year-old director was the Comeback Kid of 2007 with this tense, tightly woven thriller about brothers (Philip Seymour Hoffman and Ethan Hawke, both first-rate) whose lives come undone after a botched robbery. --PC

Bridge to Terabithia45.
'Bridge to Terabithia'
What it's not: 'Narnia' lite, as you may have been led to believe by some misleading marketing. What it is: a moving tear-jerker that sensitively and delicately deals with the joys and pains of adolesence. Boys may be lured in by the creatures, but they'll stay for the depth of emotion. Really. --AA

This isn't just another tender, quirky, heartwarming comedy. After all, how many of THOSE did you see this year? Sweet but never mawkish, 'Waitress' features a knockout cast, with a radiant Keri Russell as the sad, hopeful waitress of the title. Come for the pie ... stay for the movie. --PC

A Mighty Heart43. 'A Mighty Heart'
Like 'United 93,' this drama can be painful to watch, but it's profoundly rewarding in the end. In one of the best performances of '07, Angelina Jolie disappears under the darker hues and curlier hair of Marianne Pearl, all the more impressive given the star's rampant overexposure. --Kevin Polowy

The Simpsons Movie42.
'The Simpsons Movie'
Two words: Spider Pig. It was well worth the wait for our favorite animated TV family to finally hit the big screen, and while Springfield was polluted in chaos, Homer and clan were there to freshen up our summer with some of the funniest gags they've ever produced. --ED

Breach41. 'Breach'
This suspense-filled flick chronicles the biggest security breach in U.S. history, but at its core it's a gripping buddy story between the FBI veteran (Chris Cooper) betraying his country and the ambitious neophyte (Ryan Phillipe) charged with outing him. Bros before ho-meland? Not so much. --TD

30040. '300'
We! Are! Sparta! OK, so we're actually not, just huge fans of the surprise Zach Snyder graphic-novel-goes-to-big-screen hit. And now we finally understand why Gerard Butler-ites are so slavishly devoted. We'd take orders from the Scottish he-man anytime. --AA

Everett Collection39. 'Dan in Real Life'
Some critics found the loving family in Steve Carell's poignant dramedy unrealistic. We feel sorry for some critics. Plot contrivances aside, 'Dan' succeeds both in capturing the dynamics of a large clan and telling a helluva love story. Carell almost made us forget about 'Evan Almighty.' Almost. --KP

Enchanted38. 'Enchanted'
Patrick Dempsey really is McDreamy, even as an uptight lawyer; Amy Adams is far more appealing than Meredith Grey as Giselle, a fairy-tale princess come to life; and just call James Marsden Prince Charming, since he's oh-so-adorable as guy candy. The Disney magic is turned on its ear, and we like it. --AA

Grace Is Gone37. 'Grace Is Gone'
In a career-best performance (he should get an Oscar nod for his bull-legged walk alone), John Cusack is a flag-waving father of two whose wife is killed in Iraq. This tear-jerking drama might be misconstrued as a political statement, but finally it's a heartrending tale of human loss. --KP

Persepolis36. 'Persepolis'
Carefully constructed to mirror the bestselling graphic novel it's based on (it follows a teen girl's coming-of-age story during the Islamic Revolution), this animated film is funny, engaging and brutally honest in its portrayal of Iranian people and their quest for freedom. --ED

The Lookout35. 'The Lookout'
An accident victim with lingering memory problems (Joseph Gordon-Levitt, in a gut-wrenching performance) gets wrapped up in a bank heist gone awry in this criminally underseen film. Still wearing his beard from 'Squid and the Whale,' Jeff Daniels steals scenes as his blind roomie. --ED

Sicko34. 'Sicko'
Michael Moore's doc about the failings of the U.S. healthcare system might be his least controversial film to date, but that doesn't make it any less incendiary. It's informative AND entertaining, and does what all great art should: It ignites discussion and leaves you wanting, um, Moore. --TD

Talk to Me33. 'Talk to Me'
In a Best Actor race more crowded than a 1968 James Brown concert, Don Cheadle will almost certainly be overlooked for his gaudy portrayal of radio revolutionary Petey Greene. But it's the type of performance that turns what could've been a cookie-cutter biopic into a sure-fire crowd-pleaser. --KP

Lust, Caution32. 'Lust, Caution'
Set in WWII-era Shanghai, Ang Lee's 'Brokeback Mountain' follow-up is courting as much controversy as his cowboy love story did. Though it's China's submission for an Oscar, the MPAA limited its audience with an NC-17 rating. Which is a shame -- Lee's erotic thriller is a sumptuous treat. --AA

Hairspray31. 'Hairspray'
It's the perfect storm of filmmaking: a movie musical based on a Broadway musical based on a movie (John Waters' camp classic), and all three of them are terrific. Giddily exuberant and bubbling with good cheer, it's an homage to fun that even musical-haters would be hard-pressed to resist. --PC

The Great Debaters30. 'The Great Debaters'
It's easy to dismiss this drama as 'Remember the Titans' gone academic, as the film undisputedly follows sports-movie conventions (there's even a training montage!). But tell us what's so wrong with finding inspiration, especially within the context of a truly astonishing American triumph. --KP

Zodiac29. 'Zodiac'
'Fight Club' director David Fincher helmed this moody flick about the real-life search for the infamous Zodiac killer. Not even Jake Gyllenhaal could solve the puzzle, but strong performances and stark, dark direction make this thriller resonate long after we've left the crime scenes. --ED

The Oprhanage28. 'The Oprhanage'
Not quite a horror film but a superbly chilling ghost story, the Guillermo del Toro-produced 'Orphanage' is that rare movie that will make you leap out of your seat in fear one moment, then weep with sorrow the next. (But hang onto your handrest -- you'll be leaping again soon enough.) --PC

Superbad27. 'Superbad'
It doesn't take a superfan to know that Judd Apatow was superhot in 2007. Of his films, this foul-mouthed, supremely hilarious comedy about three teens on a quest for the high school holy grail (beer, boobs and bigger ... brains) ranks lowest on our list, but really, it's like picking a favorite child. --ED

Rescue Dawn26. 'Rescue Dawn'
Werner Herzog's sorely overlooked true-life tale about the only successful escape from a Vietnam P.O.W. camp features a bravura turn by Christian Bale, emaciating himself for his art once again. But the film's real revelation is the gutsy performance of Steve Zahn -- yep, the dude from 'Saving Silverman.' --TD

Harry Potter and the Order of the Phoenix25.
'Harry Potter and the Order of the Phoenix'
One of the best films in the series may have given us a "Sirius" death, but not even Voldemort can stop Harry from ruling the world. With only two films left, will Dumbledore's Army lead us out of the closet and into box office record books? We think maybe. --ED

American Gangster24.
'American Gangster'
Denzel Washington and Russell Crowe lock horns for the first time since 'Virtuosity' -- and the results are a tad more satisfying (wink). As a vitriolic '70s drug kingpin and the flawed cop on his tail, Washington and Crowe engage in a cinematic tango that's jarring, visceral and not-so-quietly explosive. --TD

No End in Sight23. 'No End in Sight'
As you can surmise from the title, this ain't exactly a sunshiney look at the Iraq War. But it's the most thorough, enlightening detailing of the mega-blunders made by the Bush Administration in planning and executing the war to date, with nary a Michael Moore stunt in sight. --KP

Into the Wild22. 'Into the Wild'
Sean Penn's adaptation of Jon Krakauer's nonfiction book -- about a rich young man who abandoned all his earthly possessions to live in the Alaskan wilderness -- is laden with breathtaking vistas, themes of freedom and loneliness, and a performance by Emile Hirsch that'll break your heart. --TD

The Diving Bell and the Butterfly21. 'The Diving Bell and the Butterfly'
Paralyzed by a stroke, editor J.D. Bauby was able to move only one eyelid. Yet Julian Schnabel's stunningly beautiful take on Bauby's memoir soars, rich with imagination and passion. It's a tour de force -- and it'll make you feel like a slob for sitting on your couch. --PC

Charlie Wilson's War20.
'Charlie Wilson's War'
Audiences may have stayed away from the bulk of 2007's political-minded movies, but this remarkable, irreverent comedy will prove irresistible, given Tom Hanks' bold portrayal (he's like the LiLo of congressmen), Julia Roberts' return and Philip Seymour Hoffman's sheer brilliance in it. --KP

Gone Baby Gone19. 'Gone Baby Gone'
Elder Affleck Ben proves that it can be a very good thing when an actor wants to direct, while baby bro Casey shows that there's more than one leading man in the family. We can't understand why this mean streets of Boston-set thriller wasn't embraced by audiences, but it's a crime. --AA

Sweeney Todd18.
'Sweeney Todd'
This is the musical Tim Burton was born to direct, and he flat-out goes for it, with a dark, twisted, gloriously gory film that'll leave you exhilarated and spent. Johnny Depp is sensational as the barber driven mad by his wife's death -- eyes ablaze and razor held high, he's never been more riveting. --PC

The Savages17. 'The Savages'
Philip Seymour Hoffman and Laura Linney turn is some of the year's finest acting as quarreling siblings forced to care for their estranged, ailing father. Though they're hilariously -- and often brutally -- acerbic, these 'Savages' have one redeeming secret: Deep down, they're actually sweet. --TD

'The King of Kong'
The most fascinating, entertaining documentary of the year centers around ... videogame geeks? We dare you not to become enthralled by (and at times, enraged with) the men vying for Donkey Kong's world record in a story inhabited by characters so absurd you'll swear it's a MOCKumentary. --KP

Knocked Up15. 'Knocked Up'
Writer-director Judd Apatow's '40 Year-Old Virgin' follow-up solidified his spot as the reigning king of comedy and vaulted schlubby star Seth Rogen to unlikely leading-man status. Like 'Virgin,' it's a delicious tossed salad of vulgar sex jokes and genuine heart. And yes, we said "tossed salad." --TD

The Lives of Others14. 'The Lives of Others'
This German gem about a Stasi agent who obsesses over a couple he's tasked to spy on recalls how difficult it was to live an ordinary life on the wrong side of the Berlin Wall. Expect boundaries to drop, along with plenty of tears, by the time the credits roll. --ED

Hot Fuzz13. 'Hot Fuzz'
Simon Pegg and Nick Frost ('Shaun of the Dead') score yet again with this brilliant spoof pittting small-town cops against a serial killer. Not only is it smart and wickedly funny, but it also stands up -- thrill for thrill -- against the action flicks it so lovingly mocks. Watch your back, Bruckheimer. --PC

There Will Be Blood12. 'There Will Be Blood'
Daniel Day-Lewis gets our award for Most Intense Actor for his, uh, intense portrayal of an opportunistic oil man in Paul Thomas Anderson's beautifully shot epic. The powerful score -- composed by Radiohead's Jonny Greenwood -- ought to get a Best Supporting Actor nod all by itself. --AA

Away From Her11. 'Away From Her'
This heartbreaking movie about Alzheimer's owes its power to two women: the astonishing Julie Christie, who bravely gives the best female performance of the year, and Sarah Polley, who in her directorial debut displays more grace and subtlety than most filmmakers twice her age. --PC

Walk Hard10. 'Walk Hard'
Ever since 'Talladega Nights,' John C. Reilly has let his freak flag fly, and in the hilarious Judd Apatow joint, it's swinging proudly in the wind ... oh, wait, that wasn't his. But with Reilly embodying country-rock legend Dewey Cox (yes, we said "Cox"), you're in good hands. Go, Dewey, go. --AA

A History of Violence9.
'Eastern Promises'
David Cronenberg and Viggo Mortensen are on the fast track to becoming our favorite celebrity duo, with this re-teaming (after '05's 'History of Violence'). Viggo's Russian accent is flawless (as is his performance), and if you haven't heard about the nude scene by now, you need to get out more. --AA

Michael Clayton8. 'Michael Clayton'
This legal thriller doesn't exactly present a novel concept: big corporation tries to cover up wrongdoing; conflicted attorney tries to take them down. What is new is how freaking engrossing this one is, thanks to a solid script from 'Bourne' scribe Tony Gilroy and a subtly stunning turn from George Clooney. --TD

Ratatouille7. 'Ratatouille'
What a gamble it was: Not only is it a family flick that's hard to pronounce, but it's about a rat preparing gourmet food in a French restaurant. Leave it to the brilliant minds at Pixar to cook up the delectable classic that is 'Ratatouille.' Just make sure you wash your hands first. --ED

Once6. 'Once'
It's not only the greatest Irish musical we've seen since 'The Commitments' (fine, only Irish musical), this indie sleeper is the most romantic movie of the year, a certified cinematic aphrodisiac. Consider its insightful looks into the songwriting process as well, and this one spells "classic." --KP

The Bourne Ultimatum5.
'The Bourne Ultimatum'
Perhaps the best action movie since 'Die Hard,' its appeal can be summed up in two words: Matt Damon. Bourne seems like Superman -- he leaps off buildings and pulverizes foes using naught but a book -- but underneath all that, he's a flawed, vulnerable human being. And we dig that about him. --TD

3:10 to Yuma4. '3:10 to Yuma'
Christian Bale is fascinating to watch as a wounded Civil War vet, Russell Crowe brings a menacing sizzle to his role of career outlaw with a conscience, and Ben Foster stands out as a grimy villain in James Mangold's remake of a minor '50s classic Western. It's sharp-shooting from start to finish. --AA

Juno3. 'Juno'
In this quirky, angsty, beautifully written flick, Ellen Page proves it's possible for not one, not two, but three enjoyable pregnancy comedies in one year. Between Page's sarcastic musings and Michael Cera's tight gym shorts, 'Juno' provides enough sparks and shenanigans to last much longer than nine months. --ED

Atonement2. 'Atonement'
It was a risky undertaking to tackle Ian McEwan's devastating novel, but Joe Wright rises to the challenge with this gorgeous, pitch-perfect film. Blessed with a stellar cast, swirling with desire and regret, the movie isn't just faithful to the book -- it achieves a luminous, aching power all its own. --PC

No Country for Old Men1. 'No Country for Old Men'
The Coen brothers returned with a bang and a whole lotta blood, crafting this fiercely tense masterpiece that rivals 'Fargo' and 'Blood Simple' as their best work yet. The film's deeper meanings and enigmatic ending will have moviegoers talking for years to come, not unlike a certain HBO series. --KP

10 Worst Movies of 2007

As members of the media, we don't generally pay for most of the movies we see (we love you, press screenings). But if we did, we would've most definitely demanded our $10 back for these memorably awful busts.

Rush Hour 310. 'Rush Hour 3'
Chris Tucker came out of retirement for this? He and partner in crime-solving Jackie Chan (who admits even he doesn't like the 'Rush Hour' movies) simply go through the motions in this featherweight action-comedy that feels like we've already seen it. Oh, that's right, we did. It was called 'Rush Hour 2.' --KP

Premonition9. 'Premonition'
Is Sandra Bullock's hubby dead in a car accident, or downstairs getting their daughters ready for school? She can't tell -- and neither can we -- in this muddled thriller in which a scene with a priest explaining the nature of time is meant to explain it all. Sandy, America still loves you. Don't you like us too? --AA

Smokin' Aces8. 'Smokin' Aces'
Here's a clever idea for a movie: Cast Jeremy Piven as a mob snitch, lock him away in a hotel suite, and invite an endless array of cartoonish killers to come after him, where they'll spend the next 90 minutes shooting at each other, dying, and coming back to life. Why not just make a videogame instead? --KP

Hannibal Rising7. 'Hannibal Rising'
Meet the most hilarious prequel you'll ever seen (yep, it somehow tops 'Dumb and Dumberer'). Problem is, we're not supposed to be laughing at this look back at when Hannibal Lecter was a pretty boy, and how he first got a taste for human entrees. Say it ain't so, Sir Anthony. --KP

Because I Said So6. 'Because I Said So'
Please, someone take control of Mandy Moore's career before we have to live through another year of not one, but two, unwatchable romantic comedies (and we use the term "comedy" lightly). We won't even mention Diane Keaton's part in this particular debacle, but she knows what she's done. --AA

Good Luck Chuck5. 'Good Luck Chuck'
Dane Cook and Jessica Alba go together like nails and ice cream, which is just one reason why 'Good Luck Chuck' failed to "score" with audiences. Besides, you know something is off when the wrong person shows up naked ... and he's hairy. Bad Chuck, bad. --ED

The Number 234. 'The Number 23'
There are at least 23 reasons this movie failed, but here are three: the ludicrous plot (everything adds up to 23! and something about murder), the gaspingly awful "film noir within a film," and Jim Carrey, whose painful performance here makes his turn in 'Ace Ventura' seem like the stuff of Oscars. --PC

Daddy Day Camp3. 'Daddy Day Camp'
It's never a good sign when Eddie Murphy turns down a sequel to one of his own movies. Even the "dream team" of first-time director Fred Savage (yes, Kevin from 'The Wonder Years') and star Cuba Gooding, Jr. (yes, the man who thought 'Chill Factor' was a good idea) couldn't save this cinematic turd. --TD

Georgia Rule2. 'Georgia Rule'
It's the three-generations-of-strong-women family comedy about ... sexual abuse ... and alcoholism? OK, then. The performances are fine; it's Jane Fonda, Felicity Huffman and Lindsay Lohan, after all (regardless of her issues, the girl can act). But someone was on something when this script was approved. --AA

Norbit1. 'Norbit'
Though moviegoers and critics were at odds over this raunchy comedy, there's just something about Eddie Murphy in a monstrous fatsuit AND a bikini that spells all sorts of wrong. 'Coming to America' and Murphy's other classics remain untainted, but we don't want 'Norbit' coming near our DVD library anytime soon. --ED