By ANDREA GRONVALL
Offoffoff.com

Top 10 1. Million Dollar Baby (Warner Bros.) A film that caught me totally off guard — fitting, given the narrative. With this story of a dirt-poor waitress who dreams of boxing glory, Clint Eastwood has directed, scored and co-produced a drama more satisfying than "Mystic River," and more complex than his landmark western "Unforgiven." Right from the start the movie looks and feels old-fashioned, like one of Hollywood's Golden Age studio pictures that promised substance over flash. The sports photographer's camera, the clothes of ringside spectators and the female contender watching from the wings quickly establish the contemporary time frame, but Morgan Freeman's narration sets the tone. Boxing, he tells us, is about respect — about getting it, and taking it away. This theme sounds throughout Paul Haggis's finely nuanced screenplay, given life by Eastwood as a down-at-heels manager, and by Hilary Swank as the irrepressible pugilist he reluctantly agrees to train. Roughly two-thirds of the way through, the movie takes an unexpected turn (although subtle clues preceded); one could say at this point "Million Dollar Baby" becomes about much more than boxing, except that just beyond peripheral vision it always was — which is part of the art and aching beauty of this key work by an American master. 2. Sideways (Fox Searchlight) Director Alexander Payne and writing partner Jim Taylor turn Rex Pickett's autobiographical novel into a witty adult comedy, both sophisticated and bawdy. Paul Giamatti plays Miles, a failed San Diego novelist who takes his soon-to-be-married best pal (Thomas Haden Church) on a tour of Santa Ynez vineyards to cut loose a week before the wedding. But oenophile Miles, who is still toting baggage from his divorce of two years ago, doesn't know how to relax, no matter how copious his intake of pinot noir. Virginia Madsen and Sandra Oh are radiant as local wine enthusiasts who hook up with the guys, and Church, as a cheerfully opportunistic soap actor way past his 15 minutes of fame, steals every scene he's in. That's saying a lot, because this is one of the best-acted films of the year. 3. Born Into Brothels (THINKFilm/HBO/Cinemax) The year's most auspicious nonfiction feature directorial debut, a collaboration between photojournalist Zana Briski and documentary editor/cameraman Ross Kauffman, examines the harsh lives of eight children of Calcutta prostitutes. They seem headed for the same dead-end existence as their mothers, but Briski becomes the kids' advocate by first teaching them photography, and then lobbying Indian bureaucracy to place them in private schools. Given their grim circumstances, it's not surprising the urchins are mature beyond their years; the discovery is how talented they are, and how taking photos gives them back part of their childhood. This is a clear-eyed, inspirational movie about the small steps that can make a big difference. 4. The Incredibles (Pixar/Walt Disney) Gorgeous state-of-the-art CGI powers a retro sensibility in Brad Bird's high-concept animated adventure celebrating imagination and wonder. Washington has relocated Mr. Incredible and wife Elastigirl to protect them from the ungrateful, litigious folks they saved during their former lives as superheroes. An evil scientist plotting — what else? — world domination lures them and their mighty moppets out of seclusion, and the ensuing mayhem is a slyly comic romp harking back not only to the heyday of DC and Marvel, but to those TV shows from the Sixties and Seventies that gave us families we could love. 5. The Sea Inside (Fine Line) How strange that a movie about suicide should be Alejandro Amenabar's most accessible feature thus far. Drawing on the craft he honed with creepy psycho-thrillers like "The Others" and "Open Your Eyes," the director brings us into the nightmare world of Ramon (Javier Bardem), a once-vigorous Galician man left a quadrapalegic for 26 years after a diving accident. The irony is that Ramon finds new purpose, expression, and even love as he labors to cease being. As skillful an actor as Bardem is, for me the most pivotal scene occurs in a courtroom where he remains silent while a lawyer argues that under a secular constitution, religious tenets should not hold sway over rights to the quality of life. The case for separation of church and state has not been better pleaded in the movies. 6. Ghost in the Shell 2: Innocence (DreamWorks) Mamoru Oshii's sequel tops his 1995 original, where he first combined a detective story and metaphysics in a sci-fi noir animé. This time, cyborg cop Batou is on the case of some seriously malfunctioning "gynoids" — female robots designed exclusively for sexual pleasure. In between busting Yakuza gangsters, investigating government corruption and tracking a sinister cyber-genius, he and his sidekick engage in conversations as thought-provoking as the film's blend of 2-D and 3-D animation is seductive. 7. Tarnation (Wellspring) With reported costs a mere $218, the year's least expensively produced film is also one of the most rewarding. Actor-turned-director Jonathan Caouette used Apple's iMovie software to tell a riveting story of madness and recovery. Through home movies, photo albums, pop artifacts, contemporary footage and the judicious placement of text, he retraces the family history that led to his mother's mental breakdown and his own calamitous childhood. Harrowing and devoid of sentimentality, this documentary exposes a tragedy of inadequate parenting, and yet reaffirms the possibility of transcendence and the endurance of love. 8. Untold Scandal (Kino International) East meets West in this South Korean adaptation of the Choderlos de Laclos novel, "Les Liaisons Dangereuses." Choosing the educated Confucian aristocracy of the late 19th century as the story's milieu, director Lee Je-yong has elicited marvelously adroit performances from his ensemble cast, led by Bae Yong-jun as the dilettante playboy who bets his elegant married cousin (Lee Mi-sook) that he can seduce a virtuous Catholic widow (Jeon Do-yeon). The exquisite period costumes and décor are matched by the precision of Bae and Lee, who like all great movie stars are compulsively watchable. 9. Fahrenheit 9/11 (Lions Gate/IFC/Fellowship Adventure Group) Although he didn't invent the agenda documentary, by now Michael Moore practically owns the format. The most outspoken chronicler of the American political landscape takes no prisoners with his trademark ambush interviews; those who disparage his tactics conveniently ignore the fact that his targets play much dirtier. From the scandalous 2000 presidential election to the aftermath of the attack on the WTC to the U.S. imbroglio in Iraq, Citizen Moore hammers George W. Bush's administration for four years of bad policy, ineptitude, arrogance and deceit. Whether or not you agree with all of Moore's conclusions, his film fills a need: rousing from start to finish, it's a civics lesson on the big screen, democracy in 35mm action. 10. I'm Not Scared (Miramax) A languid summer's day in the sun-drenched Italian countryside turns dark when a ten-year-old boy stumbles upon something shocking in an abandoned farmhouse cellar. The boy returns again and again to his discovery, trying to keep it secret from his parents and adult neighbors, who appear too absorbed in their own affairs and the daily broadcast news to pay him much heed. An extraordinary thriller directed by Gabriele Salvatores and adapted from Niccolo Ammaniti's internationally acclaimed novel, it's also a perceptive and haunting coming-of-age story.  Notable on the Festival Circuit No. 17 (20th Israel Film Festival) Trying to identify the unnamed seventeenth victim in a bus bombing outside Tel Aviv, documentary filmmaker David Ofek first enlists the help of local police, and then essentially becomes a gumshoe himself, following hunches and pursuing leads. In the process, he interviews a variety of Israelis from many walks of life — thus putting a human face on a horror all too frequent in Israel, and on the beleaguered nation itself. Private (29th Toronto International Film Festival) Saverio Costanzo's taut drama would make a good double bill with "No. 17," because it shows the other side of the coin, terror as experienced by a Palestinian family whose home is under Israeli army occupation. This unsettling film doesn't pull its punches. Monster Road (11th Chicago Underground Film Festival) Brett Ingram's eerie, affectionate portrait of clay animator and former Frank Zappa collaborator Bruce Bicksford treats us to some of the Seattle recluse's previously unseen works, while mapping the intricate connections between family, war and artistic fluorescence.  Best Film Deserving Commercial Distribution Los Angeles Plays Itself (Limited release at Film Forum) Until director Thom Andersen and distributor Submarine Entertainment can surmount the hurdle of clearing the nearly 200 film clips in his expansive paean to the movies and to a great city (which also happens to be the movie capital of the world), prepare to travel to the closest non-profit venue screening this challenging documentary — ancillary video rights are probably even further down the road. Andersen pulls off a dazzling high-wire act, synthesizing film and architectural criticism, regional history and sociopolitical theory in 169 mesmerizing minutes that are packed with more ideas than a decade's worth of Hollywood product. Save a place for this one in your pantheon of movies for movie lovers.