In some ways it is frustrating being a film fanatic these days. For the first three quarters of the year, good studio films slowly drip into the market, with most of them held back until December so they remain fresh when the Award season begins. During the empty Spring and Fall periods all the great indies leak quietly into the theaters but rarely remain longer than a few weeks before disappearing into that abyss that exists until the DVD is released. Summer of course is dominated largely by brainless big budget crud (“The Dark Knight” excluded). But through it all there was an endless sea of movies to pursue. This year was a good one, but then again if you work hard enough they all are.

1. The Wrestler – Dir. Darren Aronofsky (Mickey Rourke, Marissa Tomei)

For me a film like this is a shoe-in to top “The Bestest:” a transformational lead performance, a gritty and at times hard to watch subject matter, and a storyline that is both theatrical yet plausible. Like the other mostly epic feathers in director Aronofsky’s cap (“Requiem for a Dream” and “PI” specifically) “The Wrestler” feels like it is shot from right up close – close enough to the see all of mankind’s imperfections magnified almost to the point of intimate discomfort.
But beyond just the craft and style of this film, it would be impossible to imagine how this could even be a film without the performance of Mickey Rourke. Beyond the obvious art imitating life curiosity, Rourke and his bulked up, bruised and abused body, complete with eyes that have clearly visited the emotional places of his character. He infuses the role of Randy the Ram, a washed out former wrestling star, with an authenticity that is transcendent. Although the film belongs to Rourke, the consistently underrated Marissa Tomei delivers yet another brave and soul- baring performance. “The Wrestler” was the film that made me “feel” the most this year, and I believe it will stand the test of time and will sit proudly next to the gritty goodness of “Rocky” when we look back years from now.

2. Slumdog Millionaire – Dir. Danny Boyle (Dev Patel, Freida Pinto, Anil Kapoor)

It might help to think of “Slumdog Millionaire” as a bit like “City of God” set in India, but spiced up with a bit more Dickens. This is a very good thing. “Slumdog” is an epic saga that follows the life of Jamal, a young Indian boy in Mumbai, who suddenly finds himself orphaned, and shivering to stay dry in an old boxcar with his older brother and a shy girl who has also just lost her parents. From there, the children begin a journey that includes losing each other countless times and then having to accept that every separation pushes them further into the realities of adulthood. The film is slick, fast, triumphant, devastating, and authentic. It is shot with an often dizzying cinematic energy, but patient enough to reveal the colorful textures of modern India.

In the hands of almost any other director the story of Jamal’s journey from inescapable poverty to game show millionaire could have felt either too implausible or at times too hard to watch. But Danny Boyle, as he demonstrated in “Trainspotting,” and “Shallow Grave,” is both a technical genius as well as a soulful filmmaker. Sure the film which cuts back and forth in time feels a bit inevitable, but this is softened by the underlying Bollywood flavor that oozes from its outside edges. In the end, “Slumdog” will make you wince, cry, laugh, and feel that exhilaration that comes with rooting for the underdog … this is a modern classic.

3. The Visitor – Dir. Thomas McCarthy (Richard Jenkins, Haaz Sleiman, Hiam Abbass)

The first great film of 2008 was a small gem written and directed by the director behind 2004’s brilliant “The Station Agent.” Like its predecessor, “The Visitor” is a story about a journey back from loneliness and into the real world of the living. In this case a recently widowed, middle- aged professor, stuck somewhere between deep professional apathy and outright depression, is given a totally unexpected shot in the arm.

Summoned to NYC to present a paper to his colleagues, Walter Vale, played effortlessly by Richard Jenkins from “Six Feet Under,” returns to his largely abandoned NY apartment after years away, only to find two illegal immigrants living inside. After an awkward initial meeting, Jenkins begins to slowly come around to the young free- spirited drummer from Syria, who, in the gentlest of ways reintroduces him to the simple pleasures of life. Ultimately the film becomes more complicated exposing us to the inherent hypocrisy of our immigration policy in a post 9/11 world. From the incredibly nuanced portrayal of lasting and fleeting love, to the broader issue of finding joy in life, this movie is a gem that pushes buttons but never tugs too hard. The truth is told in a quiet convincing tone but with a beautifully understated cast. This is a diamond deep in the rough.

4. The Counterfeiters – Dir. Stefan Ruzowitzky (Karl Markovics, August Diehl)

Holocaust films are always hard to watch but the best, “The Piano” and “Life Is Beautiful,” tend to distract you with stories about how “distraction” can lead to survival. “The Counterfeiters” is the incredible true story of a Jewish master craftsman thrown into the concentration camps for, of all things, counterfeiting. Ironically this crime is the gift that gives him the chance to survive for years by helping the Nazi’s mint currency to prolong the war.

The counterfeiter Salomon Sorowitsch is played with incredible intensity by Karl Markovics whose emotions and expressions beat with a fearlessness that somehow allows the movie to keep the realities of death enough at bay to let you lose yourself in the dark flow of the film. Markovics, like Duvall’s Lt. Colonel Kilgore in “Apocalypse Now,” emanates a kind of glow that you know will let him emerge from the war without a scratch, but is forced to take risks that could cause the deaths of the men around him. Working for the Nazis is like playing poker with the devil, but drawing the perfect card against the evil empire is redemption like no other. War is bleak, and the Holocaust will always feel like the most devastating of them all, but “The Counterfeiters” is one of the most compelling war films of the past decade. This film cannot be missed.

5. Man on a Wire – Dir. Paul Marsh (Phillippe Petit)

Some great documentaries are great because the characters and the true stories do all the work and don’t need much of anything but a camera, a talking head and few stills. Others take simple ideas and stories and make them much better by leveraging incredibly creative filmmaking, watch anything by Errol Morris and you’ll see what I mean. But “Man on a Wire,” gives you both: an incredible story combined with an incredibly textural look and feel. The film tells the story of the French wirewalker Philippe Petit who ultimately endeavored to walk across a tightrope between the World Trade Center towers.

Visually the film is an incredible combination of original footage of his three most significant walks culminating with his Trade Center excursion, in addition to home movies of the young and mildly hippie Petit and his crew practicing in the beautiful French countryside. Throughout the film the filmmakers were able to interview most of the original collaborators, allowing them to get perspectives from both the time of the event and upon reflection. What makes this film, with its odd premise, even more intriguing and eerie is obviously the footage of the WTCs at the beginning of their short lives at the moment of their completion in 1970. This film is more than a curiosity, more than non-fiction, it is a story where almost everyone and everything about it seems surreal and oddly beautiful.

6. Reprise – Dir. Joachim Trier (Anders Danielsen Lie, Espen Klouman-Høiner, Viktoria Winge)

Great films come in all shapes and sizes. Some look great, while others just make you think, and others are mostly about specific extraordinary performances. “Reprise” is that rare breed that manages brilliance on all fronts, but does so without a single recognizable actor, a single special effect, or a story that follows an easy narrative thread. Instead it rips pages from everything from “Run Lola Run” to the Dogma films, to last year’s “Control,” suspending reality, speculating on the future and meditating on the present. In it, two young writers in Oslo each drop their debut novel manuscripts into a mailbox. This sets off two parallel voyages that will lead them unknowingly into different arcs of discovery.

Set to the dark meditations of Joy Division, and filled with subtle allusions to everyone from Russ Meyer, to the great existentialists, “Reprise” is a tribute to hipsterism, but it is also fragile and self-conscious. Each character is ultimately forced to deal with the other’s success and failure at a time when both outcomes inform the rest of their lives. All of these events and emotions happen at an incredibly fast pace, both emotionally and cinematically. But more than anything, the film explores the importance of recovery: from a broken heart, from the shock of rejection, or the paralyzing effects associated with success. “Reprise” is without a doubt one of the most creative, inventive films in years. It captures the hope and dreams of youth, tempered with the complexity of becoming an adult. I relate entirely. This film is a minor major masterpiece

7. Young@Heart – Dir. Stephen Walker

Despite the rave reviews, feel-good premise, and incredible soundtrack, I was massively suspicious about a documentary that sounded this precious. But it took only moments to get sucked into this story of a few dozen 70 and 80 year-olds who are spending some of the happiest times of their later years singing an eclectic mix of punk rock and classic R&B as members of the Young@Heart chorus in Massachusetts.

Led by aging hipster and chorus director Bob Cilman, the film digs deeply into the lives of a handful of the more prominent members, many of whom are sick are dying throughout the filming and in some ways are kept alive by the joy of being part of the choir. But far from being somber, with every performance shown as either in rehearsal or to live audiences, you can’t help but get goose bumps as their renditions of Sonic Youth, Talking Heads, and Coldplay light you up with joy. Maybe I’m a sap for loving this film as much as I do, but I’m okay with that.

8. Milk – Dir. Gus Van Sant (Sean Penn, Emile Hirsh, Josh Brolin)

Films shot in your hometown always seem a bit better than perhaps they are. Each scene gives you the chance to recognize a corner you’ve stood on or a shop you have been in, or in the case of “Milk’, what the town might have looked or felt like before you arrived. “Milk’, one of two great films by Gus Van Sant this year, has all the texture and authenticity that I assume San Francisco had in that run-down, neglectful period during the 70’s. But really the film belongs, again, to Sean Penn who always chooses projects where he can attempt to morph into the character he is playing. Again, he is triumphant in becoming the ambitious and inspiring Harvey Milk who was the first openly gay elected politician in the country. And although sometimes the intensity with which Penn interprets his characters makes them seem unapproachable, his Harvey Milk is a guy you’d love to meet which is why he was able to do what he did in the first place.

The story of Milk’s rise and unnecessary fall could have easily become a sentimental mess that lost itself under the weight of politics and political correctness. But instead, Van Sant’s “Milk” is a great story about a very ordinary man who achieved what he did through hard work and persistence more than anything else. The beauty of this film is how genuinely watchable it is for a film that has such a serious and topical subject matter, it succeeds without being heavy handed or preachy. In a way it feels like eating organic food, nourishing for the body and soul.

9. In Bruges – Dir. Martin McDonagh (Colin Farrell, Brendan Gleeson, Ralph Fiennes)

“In Bruges” was the first movie I saw in the theaters in 2008. It was also one of the funniest and best executed black comedies of the year. There is nothing too deep or groundbreaking happening here, but then again there hasn’t been a buddy movie with characters this believable in quite a while. Set in the quaint hamlet of Bruges, one of my favorite European cities, two small time crooks have been banished there to lie low after having just majorly botched a robbery in London days before.

The film is really just a character piece where we get to observe the way two people dealing with the stress and consequences of failure and then deal with the opportunity of being displaced in a strange new place. The kinetic Colin Farrell likes drinking, chasing girls, and making fun of stupid tourists all the while pining to get back to London, while the laid-back Brendan Gleason embraces the chance to wander through galleries and lose himself in the quiet calmness of the Bruges. But by the end of the film we move from the superficial to personal as both characters confront the mistakes and misgivings in their lives. No film this year mixed comedy and tragedy as well as this one.

10. 4 Months, 3 Weeks and 2 Days – Dir. Cristian Mungiu (Anamaria Marinca, Laura Vasiliu)

There were some great, incredibly bleak films that made it into my psyche in 2008. The first of those was a Romanian film set in Communist heyday of the 80’s. Shot largely with handhelds, both to emphasize the shaky voyage that the characters are embarking on, as well as, I assume, to best capture the crumbling grays and beiges of the city that feels both desperate and real and an explanation of circumstance.

The story follows two college friends, one desperate to have an illegal abortion – the only kind in Romania at that time, and her loyal friend who risks her own safety to make it happen. Nothing about this voyage is easy, from simply finding a suitable hotel to have it in to dealing with the slimy “doctor” willing to do the procedure. Almost every moment feels on the brink of “harrowing” but it keeps you holding on ever so tightly even though it would be easier to just walk away. This is not for everyone, but it should be required viewing for everyone.

11. The Wackness – Dir. Jonathan Levine (Josh Peck, Sir Ben Kingsley, Olivia Thirlby)

I vividly remember the Summer of 1994 in NYC because I was there. It was hot, and I was poor, and Kurt Cobain had just died. This is the backdrop for the hugely underrated indie “The Wackness.” The film is mostly a coming of age tale following 18 year-old Luke Shapiro, a lonely, weed- dealing, recent high school graduate, around for the summer before he starts college. Shapiro and his parents are on the verge of eviction of their rented Upper East Side apartment while his peers who live in nearby penthouses have largely either left for travels in Europe or summer houses in the Hamptons. But the film doesn’t dwell too much on issues of class but more on a few relationships that don’t really fit any traditional mold.

Enter Ben Kingsley as Luke’s psychiatrist, who trades mostly lame hippie wisdom for bags of grass equivalent in size to the length of the session. As Luke reluctantly confesses the causes of his depression (he wants a girlfriend) he is specifically imagining Kingsley’s beautiful stepdaughter Stephanie. As Stephanie begins to fall a little for the awkward but not totally un-cool Shapiro, the real friendship in the film combatively ignites between Kingsley and Luke. The summer rolls on while Stephanie and Luke spend time together, Kingsley begins to lose his sense of purpose and Luke races to sell enough grass to bail his parents out of debt. This film is not profound in any real way, but is a kind of perfect rumination on the nature of love both as a teenager and as an adult. So smoke a joint and enjoy.

12. Vicky Christina Barcelona – Dir. Woody Allen (Scarlett Johansson, Penelope Cruz)

Could it actually be considered lame to genuinely “love” a late phase, post “Hannah and Her Sisters,” Woody Allen movie? Or is it merely honoring past loves (“Manhattan” or “Annie Hall”)? No. This is a great, modern, yet old school Woody film filled with all of the literate banter and emotional second guessing that we’ve come to expect from him over the years. But this time around, instead of a funny looking Woody somehow attached to implausibly good looking women, we have these same kind of characters but everyone is equally beautiful so there is no suspension of disbelief required.

The film follows two twenty-somethings spending the summer in Barcelona, looking for the answers that have consequences beyond the less trivial ones that seemed so “important” earlier in their lives. The film is both whimsical and serious, tragic and revelatory, nothing really happens, but a good story lies in the details. I hope Woody has a few more of these left in him.

13. Frost/Nixon – Ron Howard (Frank Langella, Oliver Platt, Sam Rockwell)

“Frost/Nixon” is a film about an interview where much of the film is a recreation of that interview. In most hands, this could be a redundant seeming and dreadful idea, but Ron Howard doesn’t ever really make mistakes. Most of the time he errs on the side of safety by tugging on heartstrings, insulated by big stories and even bigger named actors. But this time Frank Langella literally is able to channel the nuanced mannerisms and elusiveness of Richard Nixon, all the while letting the pursuit of the story and near disastrous pursuit of financing, unfold neatly into the hands of always reliable Michael Sheen who plays interviewer David Frost.

Like all Howard movies, there is a perfect pace for much of the film, when gradually the intensity builds leading up to the final battle of wits where Nixon reveals the tiniest kink and actually says the words the world had been begging him to say. More than anything, this is Langella’s film, and for those too young to remember the actual interview, it seems a like fairly unbiased and accurate history lesson. This is the biggest small movie of the year, but it sure is good.

Once again, very much worth your while, but one most draw a line somewhere:

14. Frozen River – Dir. Courtney Hunt (Melissa Leo, Misty Upham, Michael O’Keefe)
15. The Edge of Heaven – Dir. Fatah Akin (Nurgül Yesilçay, Baki Davrak, Tuncel Kurtiz)
16. Rachel Getting Married – Dir. Jonathan Demme (Anne Hathaway, Bill Irwin, Debra Winger)
17. Paranoid Park – Dir. Gus Van Sant (Gabe Nevins, Daniel Liu, Taylor Momsen)
18. Wendy and Lucy – Dir. Kelly Reinhart (Michelle Williams)
19. Happy-Go-Lucky – Dir. Mike Leigh (Sally Hawkins, Alexis Zegerman, Andrea Riseborough)
20. The Band’s Visit – Dir. Eran Kolirin (Ronit Elkabetz, Sasson Gabai, Uri Gavriel)