2 Che (Steven Soderbergh) The most ambitious American movie of the year is made largely in Spanish; its ingenuity, technical brilliance, and near-insane willfulness mirror the two revolutionary campaigns that are its subject.
3 Ashes of Time Redux (Wong Kar-wai) The director spent five years digitally revamping his 1994 martial-arts flick. The time-bending, ravishingly painterly result distills all his swooning romances.
4 Tulpan (Sergey Dvortsevoy) Whirling sandstorms on Kazakhstan's Hunger Steppe infuse this wildly engaging depiction of ethnic and generational clashes in an isolated community of sheep farmers with an energy on the brink of chaos.
5 Waltz with Bashir (Air Folman) Confounding filmmaking genres, Folman's excavation of his repressed memory of serving in the Israeli army during the 1982 incursion into Lebanon is at once a nightmarelike animation and an investigative documentary.
6 Ballast (Lance Hammer) The bleak beauty of the Mississippi Delta in winter is the setting for this antimelodrama of heartbreak and reconciliation. Hammer's directorial debut is the most intricately scripted and movingly acted American independent film in years.
7 Happy-Go-Lucky (Mike Leigh) Happiness--mindful, responsible happiness--is a struggle even when one is predisposed to it, as is the sanguine heroine of this portrait film, an inversion of Leigh's choleric Naked, of 1993.
8 Momma's Man (Azazel Jacobs) The offspring of avant-garde film's grizzled genius Ken Jacobs and his patient painter wife, Flo, makes his parents and their Chambers Street magic factory the stars of his fictionalized autobiography.
9 Wendy and Lucy (Kelly Reichardt) A spare, unsentimental love story about a young woman and her dog is graced with a stalwart, stellar performance by Michelle Williams.
10 Wild Combination: A Portrait of Arthur Russell (Matt Wolf) and Patti Smith: Dream of Life (Steven Sebring) Together, these two fragile documentaries recall the music that once defined "Downtown."
AMY TAUBIN IS A FREQUENT CONTRIBUTOR TO ARTFORUM AND A CONTRIBUTING EDITOR OF FILM COMMENT AND SIGHT & SOUND.