2006 marked one of the closest races in recent memory.  Only 11 lists separated The Departed from The Queen, making it Scorsese’s most acclaimed movie since 1990 Goodfellas.  Approximately 455 lists were included in 2006.

50. Happy Feet (20 lists; 3 top spots)

“Imagine March of the Penguins with a pop soundtrack. Or maybe An Inconvenient Truth with Al Gore doing his best Donald O’Connor impression. It’s quite the mash-up, as intended, and it’s cooler than a South Pole skinny dip.” — Peter Howell, Toronto Star

50. Iraq in Fragments (20 lists; 3 top spots)

“Working with vérité patience and no scripted narration, Longley looks and listens, with nonjudgmental sensitivity, as Sunni, Shiite, and Kurdish Iraqis explain their colliding, intractable, invaded worlds, and their rising frustrations.” — Lisa Schwarzbaum, Entertainment Weekly

49. The Painted Veil (21 lists)

“[Director] Curran has crafted a film that accomplishes so much. It not only draws us into this personal drama between his two principal actors, but also sets it all against a vibrant background of an ancient civilization struggling to become modern.” — Bill Zwecker, Chicago Sun-Times

48. Mutual Appreciation (21 lists; 1 top spot)

“[Bujalski’s] free-floating comedies of manners — of rudderless young people who can’t articulate their feelings to themselves, let alone others — turn out to be shapely, cunning, and indelibly strange.” — David Edelstein, New York Magazine

47. V for Vendetta (21 lists; 2 top spots)

“Just when we were ready to give up mainstream movies as braindead,along comes the controversial and gleefully subversive V for Vendetta, a piece of corporate-sponsored art that will have audiences rooting for a bomb-throwing anarchist.” — Lou Lumenick, New York Post

46. The Good Shepherd (23 lists; 1 top spot)

“Told with a visual efficiency that belies the film’s considerable length, Shepherd is a muscular, unsentimental movie about shadow warriors and dark compromises. It takes its audience’s intelligence for granted and rewards it at every turn.” — Chris Vognar, Dallas Morning News

45. Battle in Heaven (23 lists; 2 top spots)

“Reyadas’ radical rejection of filmmaking conventions is at first off-putting, but he’s able to elicit remarkable performances from the cast of non-professionals while building tension that will hold viewers’ attention.” — V.A. Musetto, New York Post

43. The Descent (24 lists)

“Not since John Sayles and Joe Dante unleashed Piranha and The Howling on Hollywood’s New Morning have two features torn open the horror movie with the cut-rate ferocity and gleeful disreputability of [Neil] Marshall’s Dog Soldiers and The Descent.” — Rob Nelson, Village Voice

43. Neil Young: Heart of Gold (24 lists)

“Neil Young: Heart of Gold, director Jonathan Demme’s lovingly shot document of Young’s August 2005 performances at the Ryman Auditorium in Nashville, has to rank among the most heartfelt concert films ever made.” — Bob Townsend, Atlanta Journal Constitution

42. Shortbus (25 lists; 1 top spot)

“The movie is so open about sex, and approaches it with such affectionate bewilderment, that it feels like an anomaly in our so-called sex-obsessed culture: I’ve felt sleazier looking at ads for Captain Morgan’s rum.” — Stephanie Zacharek, Salon.com

41. The Lives of Others (25 lists, 2 top spots)

“Somber and watchful, like the people whose story it tells, The Lives of Others brilliantly abrades our perception of the 1980s as a time when the only history worth remembering was being made by Wham! and Duran Duran.” — Bruce Newman, San Jose Mercury News

40. The Prestige (28 lists, 2 top spots)

“It doesn’t want to explore epistemological questions about the nature of perception and memory; it just wants to mess with our heads. And as a wily, slightly sadistic chess game of a movie, it succeeds quite nicely.” — Dana Stevens, Slate.com

39. Miami Vice (28 lists, 3 top spots)

“It’s a measure of Michael Mann’s gift as a filmmaker that he manages to make stuff you’d never want to do in real life — like grinding against Colin Farrell in a sweaty nightclub, or exchanging gunfire with Nazi supremacists — seem strangely appealing.” — Dana Stevens, Slate.com

37. The Last King of Scotland(29 lists, 1 top spot)

“Forest Whitaker gives a titanic performance as the general … and as he seduces the naive young man into his murderous regime, director Kevin Macdonald unpacks the ignorance and arrogance that still characterize the West’s attitude toward Africa.” — J.R. Jones, Chicago Reader

36. Stranger Than Fiction (29 lists, 1 top spot)

“Take a cool premise, a smart director and a top-flight cast, then throw an ex-TV sketch comedy knucklehead into the mix – and voila, a thinking person’s dramedy that grapples with issues of fate and free will, love and liberation. Look out, Oscars.” — Steven Rea, Philadelphia Inquirer

36. The Science of Sleep (29 lists, 2 top spots)

“Nothing much happens, but a lot goes on. It perfectly captures the feeling of what it’s like to be young, creative, lost, idealistic and maladjusted, and it recognizes the overlap between the urge to create things and the longing for love.” — Carina Chocano, Los Angeles Times

35. The Fountain (30 lists, 4 top spots)

“Anybody could see that Aronofsky was one of the few American filmmakers who saw the cinema past as a jumping-off point, not a toy store to plunder. His films were full of promise; and more, they delivered on their promises.”  — Richard Corliss, Time Magazine

34. Marie Antoinette (33 lists, 2 top spots)

“Given Coppola’s fashion-first approach, it’s a miracle the film doesn’t feel more like a long perfume ad. But the movie has atmosphere, beauty, spirit, and exquisite production design, photography, and editing.” — Wesley Morris, Boston Globe

33. Apocalypto (33 lists, 3 top spots)

“With a ferocity that is often as difficult to take as it is fascinating to watch, Mel Gibson’s Apocalypto comes crashing across 500 years of history with such immediacy that it feels as if this haunting, fierce, sadistic movie will never leave you.” — Bruce Newman, San Jose Mercury News

32. Climates (33 lists, 4 top spots)

“We realize that this romance, like the beautiful land, is doomed almost inevitably to earthquake fissures, to irreversible change. But rather than making us despondent, Climates leaves us peacefully philosophical.” — Desson Thomas, Washington Post

31. Tristram Shandy: A Cock & Bull Story (37 lists, 2 top spots)

“Probably the best-known but-I-digress novel in English literature, The Life and Opinions of Tristram Shandy, Gentleman, has inspired Tristram Shandy: A Cock and Bull Story, surely the best but-I-digress movie this side of Adaptation.” — Eleanor Ringel Gillespie, Atlanta Journal-Constitution

30. Inside Man (39 lists, 1 top spot)

“As unexpected as some of its plot twists is the fact that this unapologetic genre movie was directed by Spike Lee, who has never sold himself as Mr. Entertainment. But here it is, a Spike Lee joint that’s downright fun.” — David Ansen, Newsweek

29. Deliver Us From Evil (40 lists, 1 top spot)

“Neither sensationalistic nor sentimental, Ms. Berg’s film is clear-sighted, tough-minded and devastating, a portrait of individual criminality and institutional indifference, a study in the betrayal of trust and the irresponsibility of authority.” — A.O. Scott, New York Times

28. A Scanner Darkly (40 lists, 3 top spots)

“The brilliance of A Scanner Darkly is how it suggests, without bombast or fanfare, the ways in which the real world has come to resemble the dark world of comic books.” — Carina Chocano, Los Angeles Times

27. Notes on a Scandal (44 lists, 2 top spots)

“This compact, fierce and frightening domestic thriller is the most violent film in many a day. The rage is in the angry words, the deepest thoughts of its ‘heroine,’ and the fear about what might come from those words is palpable.” — Roger Moore, Orlando Sentinel

26. Brick (44 lists, 4 top spots)

“It is possible to leave Brick without fully appreciating how all the pieces fit together, but still satisfied by a well-crafted tale undertaken by a director who pays homage to a film tradition in a truly original way. — Susan Walker, Toronto Star

25. An Inconvenient Truth (45 lists, 2 top spots)

“In 39 years, I have never written these words in a movie review, but here they are: You owe it to yourself to see this film. If you do not, and you have grandchildren, you should explain to them why you decided not to.” — Roger Ebert, Chicago Sun-Times

24. Three Times (47 lists, 11 top spots)

“Synthesizing Hou Hsiao-hsien’s ambivalent relationship with time and memory, Three Times forms a handy connecting arc between the Taiwanese helmer’s earlier work and the increasingly fragmentary direction of his recent films.” — Jay Weissberg, Variety

23. Thank You For Smoking (49 lists, 2 top spots)

“Reitman makes shrewd choices condensing the book, removing conspiracy subplots and adding a story line about the relationship between Nick and his son, Joey (Cameron Bright).” — Lisa Rose, Newark Star-Ledger

22. Inland Empire(50 lists, 11 top spots)

“It’s worth watching as yet another example of Lynch’s extraordinary collaboration with Dern. It may be overstating things to call her performance heroic, but it’s nothing if not brave, as she dares to embody Lynch’s most brutal impressions of Hollywood.” — Ann Hornaday, Washington Post

21. Old Joy (53 lists, 1 top spot)

“Captures the weary mood of a generation that’s crested its peak along with an era, quietly making a case for how well suited film can be to capturing the finer points of human interaction while preserving their mystery.” — Carino Chocano, Los Angeles Times

20. The Proposition (54 lists, 1 top spot)

“A psychological Western more in the mold of Clint Eastwood’s Unforgiven than the John Ford films its stark cinematography resembles. It’s about a good man, Stanley, who does bad things, and a bad man, Charlie, fighting his conscience.” — Jack Matthews, New York Daily News

19. Army of Shadows (58 lists, 22 top spots)

“[Those] with a weakness for dry heroism, dark-toned humor, and storytelling of pantherish pace and grace — in short, lovers of cinema — should reach for their fedoras, turn up the collars of their coats, and sneak to this picture through a mist of rain.” — Anthony Lane, New Yorker

18. Casino Royale (65 lists, 1 top spot)

“Martin Campbell (who also directed Pierce Brosnan’s first outing as Bond in Goldeneye), has chosen to give us a Bond who’s both metaphorically and literally stripped bare. Let me take this opportunity to thank him for both.” — Dana Stevens, Slate.com

17. Dreamgirls (66 lists, 5 top spots)

“Condon has gotten terrific performances from almost everyone here. Knowles lives up to the promise she’s shown in her earlier big-screen warm-ups. And Hudson proves to be as good in her dramatic scenes as she is in the musical ones.” — Terry Lawson, Detroit Free Press

16. A Prairie Home Companion (70 lists, 5 top spots)

“The movie is not just enormously entertaining, it is deeply moving, both in the way it celebrates storytelling and storytellers — and in the unembarrassed way its creators and performers remind us how much we need them.” — Terry Lawson, Detroit Free Press

15. Flags of Our Fathers (75 lists, 8 top spots)

“Some movies and their makers are essential to our understanding of ourselves. Eastwood has become such a director. With Flags, he once again proves he is filmmaker for what ails us but also for what can make us extraordinary.” — Lisa Kennedy, Denver Post

14. L’Enfant (83 lists, 7 top spots)

“It’s expertly directed in a low-key, naturalistic way that brings to mind French auteur Robert Bresson. It’s also emotionally forceful and contains heartbreaking performances by Jeremie Renier as Bruno and Déborah François as Sonia.” — V.A. Musetto, New York Post

13. The Death of Mr. Lazarescu (88 lists, 18 top spots)

“I suspect medical professionals would see much they recognize in this movie. The credits include a long list of technical advisers, but it doesn’t take an adviser to convince you the movie is authentic.” — Roger Ebert, Chicago Sun-Times

12. Little Children (89 lists, 5 top spots)

“Field and Perrotta find the humour in human foibles, but it is the drama of humdrum lives that draws their fascination and sympathy. And in Winslet and Wilson, they have found a most fascinating pair.” — Peter Howell, Toronto Star

11. Babel(90 lists, 9 top spots)

“The director interweaves his stories like a symphonic composer, teasing out suspense here, adding foreboding there, bringing in a surge of crushing pathos, but then providing a blessed note of hope and reconciliation.” — Colin Covert, Minneapolis Star Tribune

10. Half Nelson (105 lists, 6 top spots)

“Made with assurance, restraint and psychological acuity by director Ryan Fleck and anchored by Ryan Gosling’s commanding performance, this paradigmatic American independent feature approaches recurring themes in a compelling new way.” — Kenneth Turan, Los Angeles Times

9. Volver (106 lists, 6 top spots)

“What a run this millennium for Pedro Almodóvar: one strange and fabulous feature after the next, each in a different style, each so deftly controlled that you hardly register its subversiveness until after you’ve been hooked by its story.” — David Edelstein, New York Magazine

8. Children of Men (118 lists, 22 top spots)

“Based on a novel by British mystery writer P.D. James, Children of Men is a filmmaking feat. In the midst of mayhem, director Alfonso Cuaron delivers subtle and jarring images, while exploring complex emotional rhythms.” — Lisa Kennedy, Denver Post

7. Letters From Iwo Jima(129 lists, 22 top spots)

“[This] absorbing and thoughtful take on the plight of the trapped, desperate and suicidal Japanese troops, outstrips its companion piece. That’s not a statement on patriotism; it addresses the nature of Eastwood’s approach and basic human nature.” — Bill Muller, Arizona Republic

6. Little Miss Sunshine (140 lists, 8 top spots)

“The casting is flawless. Kinnear has never been better suited to a role; Richard’s gradual surrender of his ego is sweet and totally convincing. Arkin has the best lines, and delivers them with the timing of a vaudeville pro.” — Jack Mathews, New York Daily News

5. Borat (152 lists, 8 top spots)

“It’s so inventive, so rich with comic moments, so outrageous, so shocking and unexpected, and so willing to be offensive that it consistently leaves viewers off balance — and howling. This is a film by an original and significant comic intelligence.” — Mick LaSalle, San Francisco Chronicle

4. Pan’s Labyrinth (153 lists, 25 top spots)

“As each turn of events proves more menacing than the last to the young heroine of Pan’s Labyrinth, her mother admonishes her: “Life isn’t like your fairy tales.” But it is. That’s the secret at the center of Guillermo del Toro’s magnificent film.” — Joe Morgenstern, Wall Street Journal

3. United 93 (214 lists, 47 top spots)

“United 93 is a shattering, yet effective tribute to men and women who, when faced with unimaginable terror and all-but-certain death, dared to resist their fate using whatever they could get their hands on.” — Gene Seymour, Newsday

2. The Queen (230 lists, 21 top spots)

“Although Mirren transforms into a living human being as artfully as any actor I have ever seen in Stephen Frears’ portrait of a woman and royalty under siege, the movie in which she performs this alchemy is every bit as good as she is.” — Terry Lawson, Detroit Free Press

1.The Departed (241 lists, 42 top spots)

“A relentlessly violent, breathtakingly assured piece of mean-streets filmmaking, the film shows the legendary director dropping the bids for industry respectability that have preoccupied him over the past decade and doing what he does best.” — Ty Burr, Boston Globe