How was 2008 overall at the movies? Disappointing. But at the same time, it's never a bad sign when two of the best flicks ('The Dark Knight' and 'Iron Man') are also two of the biggest breadwinners. From the biggest of blockbusters ('Dark Knight' made $531 million) to the smallest of films ('Dear Zachary' made $18,000), here are my 10 favorites of '08. -- By Kevin Polowy

10. 'The Wackness'
A hip-hop coming-of-age story set in mid-'90s Manhattan, Jonathan Levine's poignantly funny film about a pot-dealing slacker (Josh Peck, of 'Drake and Josh') and the girl he falls for (Olivia Thirlby) feels fresh and vibrant among a sea of stale Sundance-friendly indies. The fact that Sir Ben Kingsley -- the man who once played Gandhi -- co-stars as a bong-hitting shrink is just icing on the cake.

9. 'The Visitor'
Much like Tom McCarthy's last film, the indie charmer 'Station Agent,' his follow-up is simple, sweet and quietly powerful. While the director's latest is also set around lonely souls, he mostly abandons the quirkiness of 'Agent' for hot-button social commentary, resulting in one of the most effective films to tackle the immigration debate yet.

8. 'Role Models'
Telltale sign of a golden comedy? You laugh your head off the first time you see it, and know it'll only get better with repeat viewings (it does). There's not a weak link in this gut-buster about a Big Brother-like program. Paul Rudd (who rewrote the script) leaves his dry, sardonic prints everywhere, Seann William Scott (aka Stifler) and Christopher Mintz-Plasse (aka McLovin) diversify, and Bobb'e J. Thompson earns the title of funniest foulmouthed lil' kid of all time.

7. 'The Curious Case of Benjamin Button'
There's so much to love about David Fincher's heartfelt epic (who would've ever thought you'd hear the words "Fincher" and "heartfelt" in the same sentence?), namely the fascination of watching the cast and crew pull off a supremely cool, but undoubtedly daunting, concept (Brad Pitt aging backwards). If only it weren't so damn similar to 'Forrest Gump.'

6. 'The Dark Knight'
We've taken a lot of heat for not ranking 'Dark Knight' number one in our annual list of the year's 50 best movies (for reference, see all 500 or so comments). Many simply argue, "There's a reason it's the second-highest grossing film of all time." Of course, by that logic, 'Titanic' is the greatest movie ever made. I stand by my belief that is 'DK' is an excellent, admirably dark superhero movie buoyed by one the greatest villains film has ever seen -- but one that is also overrated as a result of circumstances and hype.

5. 'Dear Zachary'
A documentary as seemingly "tiny" as 'Dear Zachary' normally wouldn't get much national attention. But this is no ordinary doc. What begins as a highly personal tribute to director Kurt Kuenne's slain friend's young son morphs into a shocking, incredibly hard-hitting tale of human trauma after a sudden "plot twist." 'Zachary' is one of the most emotionally wrenching documentaries you'll ever see.

4. 'Frost/Nixon'
A Hollywood rendering of British journalist David Frost's (Michael Sheen) breakthrough interviews with impeached prez Richard Nixon (Frank Langella) has no right being so entertaining. But director Ron Howard knows how to work his wand, employing genre conventions (Frost gets his crack team) without actually getting too conventional, and stages the one-on-one showdowns like an intense 12-round boxing match. It helps, too, that Langella is brilliant.

3. 'Iron Man'
Again, I know I'm in the minority here (don't be ashamed, 'Iron Man' lovers!), but this is my pick for Best Superhero Movie, Best Comic Book Movie, Best Action Movie, Best Summer Movie, etc. It doesn't have the scene-stealing villain (don't hate on Jeff Bridges though!), but whereas 'Dark Knight' was overtaken by its rogue (not to mention overly long), 'Iron Man' is sharp, smart, stylish, fun and amazingly funny.

2. 'The Wrestler'
I'm still trying to get used to the phrase, "Oscar contender Mickey Rourke." But the one-time boxer and fallen-from-grace actor delivers the performance of the year as a broken-down former pro wrestler scraping to pay the rent on his trailer home. And while Rourke may be getting all the attention, the film itself, directed by Darren Aronofsky with a coarse and grainy edge, is powerfully devastating stuff.

1. 'Slumdog Millionaire'
On paper it sounds ... gimmicky. A poor and uneducated Mumbai teen accused of cheating on 'Who Wants to Be a Millionaire?' recounts how he was able to answer each question via a flashback to his hard-knock childhood. On screen it's nothing short of magnificent, a completely unique movie-going experience that's like 'Quiz Show' meets 'City of God' set in India. This fantasy steeped in a harsh reality is one of the best-made crowd-pleasers ever.





Honorable Mentions:
'Surfwise'
'Milk'
'Man on Wire'
'Boy A'
'Doubt'
'Planet B-Boy'
'Reprise'
'Taxi to the Dark Side'
'Let the Right One In'
'Pineapple Express'
'Teeth'

The Worst:
5. 'Australia'
4. 'War, Inc.'
3. 'Speed Racer'
2. 'The Happening'
1. 'The Spirit'