Sideways. Funny, quirky, honest and unforced, Alexander Payne's study of four lonely people coupling off and discovering the vagaries of the human heart, all while under the influence - literally and figuratively - of some of California's finest wines is a discovery of the first order, a film that revels in life's endless possibilities, for those unafraid to go looking for them. Paul Giamatti and Virginia Madsen give Oscar-worthy performances that simultaneously break and salve your heart.
The Incredibles. Mediocrity is not a virtue, and animation does not have to be aimed at kids. That's not a bad pair of lessons to be gleaned from this ingenious tale of an All-American superhero family struggling with a society that doesn't value them or their abilities. Writer-director Brad Bird fulfills the promise he showed with 1999's The Iron Giant and enhances Pixar's reputation for releasing films that demand new superlatives to describe them.
Spider-Man 2. Simply one of the best superhero films ever, not to mention that extreme rarity, a sequel that's even better than its outstanding source material. Poor Peter Parker struggles with the responsibility of possessing superpowers, can't get Mary Jane out of his mind (Kirsten Dunst makes that problem perfectly understandable) and has to defeat Alfred Molina's deliciously deranged Dr. Octopus. All that, and he has to placate his blustering editor, J. Jonah Jameson (J.K. Simmons, who couldn't be better if he leapt directly from the comics page).
The Motorcycle Diaries. Neither polemic nor canonization, Walter Salles' portrait of the young Che Guevera, motoring his way through 1950s South America and slowly developing the social conscience that would turn him into one of the 20th century's most notorious revolutionaries, captures both the beauty and the squalor he witnessed on the trip. More important, it helps explain why someone like Guevera felt so irresistibly compelled to challenge the status quo.
Kill Bill Vol. 2. Quentin Tarantino takes Uma Thurman's Bride character from Kill Bill Vol. 1, fills in some backstory, leavens her by introducing something worth fighting for (a daughter) and transforms the Kill Bill saga from a pure adrenaline rush to one that proves both emotionally and viscerally satisfying. Better yet, he brings Bill into the picture in the person of David Carradine, who oozes terrifying charisma from every pore.
Hero. Zhang Yimou's unrivaled visual palate and sense of martial-arts panache produces the most explosive sensory onslaught of 2004. Whether the images are of Maggie Cheung and Jet Li standing up to an army of 1,000 archers, Tony Leung endlessly practicing calligraphy in the sand or Ziyi Zhang fighting to protect the mentor she's grown to love, Hero offers a visual cornucopia overflowing with color, vitality and depth.
Baadasssss. Mario Van Peebles pays tribute to his father, pioneering blaxploitation filmmaker Melvin Van Peebles, by revisiting the making of his dad's seminal work, 1971's Sweet Sweetback's Baadasssss Song. Casting himself as his father, Mario's film is an insightful look at what it takes to be a truly independent filmmaker, and a rumination on the cost - both physical and emotional - of blazing trails.
The Triplets of Belleville. A delight from start to finish, Sylvain Chomet's endlessly inventive tale of an unstoppable bicyclist, the devoted mother who would do anything to help him and the aged, frog-eating singing quartet that comes to everyone's rescue seems droll and pixie-ish at the same time. It also features the year's most hummable theme song.
The Aviator. Martin Scorsese and Leonardo DiCaprio bring Howard Hughes to the screen with all the brio such an out-sized personality requires, yet manage to keep from turning him into a cartoon character. Scorsese's grasp of what works onscreen, as well as his fondness for complex characters whose flaws eventually outweigh their considerable virtues, have rarely been put to better use, while DiCaprio's Hughes is the career-validating star turn for which his fans have been waiting.
Festival Express. Exhilarating and heartbreaking, celebratory and cautionary, Bob Smeaton's documentary time capsule chronicles a cross-Canada train trip that, for a few glorious weeks in 1970, took some of this country's seminal rockers on a journey to the soul of rock 'n' roll. Filmed just as the idealistic '60s were giving way to the sobering '70s, Festival Express preserves the last joyous chords of the Summer of Love. Proof an era was passing: Janis Joplin, whose performances here defy easy superlatives, would be dead within a month of the journey's end.