From adorable penguins, to Jane Austen to 40-year-old virgins, we're taking a look back at a great year in movies: 2005.

Check out our list after the jump to see which movies made the cut.

March of the Penguins10. 'March of the Penguins'

This sleeper hit combined two elements every moviegoer loves -- penguins and Morgan Freeman -- into one captivating documentary, about the breeding process of emperor penguins in Antarctica. The film was praised by critics, audiences -- even the Academy Awards, winning the 2005 Oscar for Best Documentary. And with subjects that cute, who could blame them?

Serenity9. 'Serenity'

Long before 'Sex and the City' hit the big screen (well, a few years, anyway), there was 'Serenity.' The Joss Whedon-directed film picked up where 'Firefly' left off after it was canceled by Fox, and explored what happens when the crew of the spaceship Serenity allows two fugitives on board. Starring Nathan Fillion, Gina Torres and Alan Tudyk, it's every nerd's fantasy come true.

Batman Begins8. 'Batman Begins'
Under the direction of Christopher Nolan, the 'Batman' franchise was completely retooled with a new star -- Christian Bale -- taking on the role of the Caped Crusader. The result: a darker and grittier Batman, one that marked a significant departure from its predecessor, the failed 'Batman & Robin.' In fact, its sequel, 'The Dark Knight,' was so good, it almost made us forget about George Clooney's unfortunate nipple suit. Well, almost, anyway.

Pride and Prejudice7. 'Pride and Prejudice'
At first glance, this seemed like it was going to be an unnecessary remake -- did we really need another 'Pride & Prejudice' movie, starring Keira Knightley of all people? Quickly, though, it proved us wrong: Knightley, in an Oscar nominated performance, was effortless as protagonist Elizabeth Bennet, and the brooding Matthew MacFadyen rivaled Colin Firth in his portrayal of Mr. Darcy. Guided by newbie Joe Wright's direction and a whimsical score by Dario Marianelli, 'Pride and Prejudice' bewitched us, body and soul, from the first frame.

The 40-Year-Old Virgin6. 'The 40-Year-Old Virgin'

This instant-classic comedy, about, well, a 40-year-old virgin, not only launched Steve Carell into movie superstardom, it made 'American Idol' winner Kelly Clarkson the most quoted name of the year. In his first directorial effort, Judd Apatow set a new tone for comedies, mixing raunchy humor with actual heart, and gave us some of the most memorable supporting characters of the year. (Our favorite: Jane Lynch, as Carell's overly flirtatious co-worker.)

The Constant Gardener5. 'The Constant Gardener'
In his auspicious English-language debut, 'City of God' director Fernando Meirelles crafted another fast-paced, nail-biting thriller -- this time, starring Ralph Fiennes as a man investigating the mysterious murder of his wife (Rachel Weisz). Fiennes is brilliant in the title role, but it's Weisz -- in an Oscar-winning performance -- who keeps the audience invested as the secrets of her character begin to be exposed.

A History of Violence4. 'A History of Violence'
In his first of two collaborations with Viggo Mortensen, David Cronenberg mixes dark humor with violence, in this story about a small-town hero who may or may not be who he says he is. Mortensen carries the film in arguably his best performance to date, but watch out for William Hurt, who practically steals the show in a just over five-minute performance.

The Squid and the Whale3. 'The Squid and the Whale'

Long before 'The Social Network,' Jesse Eisenberg was winning over critics with his performance in 'The Squid and the Whale,' Noah Baumbach's semi-autobiographical story about a dysfunctional family of four in Brooklyn. This dysfunction, however, brought out pitch-perfect performances from its cast -- particularly Jeff Daniels and Laura Linney, who played parents in the midst of a divorce. In the end, though, it's Baumbach's witty and at times emotional story that holds it all together.

Warner Independent2. 'Good Night, and Good Luck'

George Clooney had a banner year in 2005, with an Oscar-winning performance in Stephen Gagen's 'Syriana.' But it was his work behind the camera in 'Good Night, and Good Luck' that resonated with us most. The film's portrayal of television journalist Edward R. Murrow's (a brilliant David Strathairn) battle against Senator Joseph McCarthy was both poignant and gripping, and though set over 50 years ago, eerily resembled the rocky political climate of that year. Good work, indeed.

Brokeback Mountain1. 'Brokeback Mountain'

Though it was mocked in countless parodies, and referred to often as the "gay cowboy movie," this Oscar-winning film, about the tragic relationship between two men (Heath Ledger and Jake Gyllenhaal), continues to be praised for its harrowing and emotional take on the power of love. Gyllenhaal, Michelle Williams and Anne Hathaway were all strong in supporting performances, but it was the late Ledger's subtle turn as Ennis Del Mar that gave the film its emotional punch. It may not have won Best Picture at the Oscars (that prize infamously went to 'Crash'), but for us, it remains the best movie of 2005.