2004 marked a two-way battle between Alexander Payne’s hilarious Sideways and Michel Gondry’s mindbending Eternal Sunshine of the Spotless Mind.  Both films appeared on over half of the lists that criticstop10.net collected (618 total lists), and each topped 78 year-end lists as the best film of the year.  Sideways, however, got the last laugh by edging out ESOTSM by thirty lists.  The Academy’s choice, Million Dollar Baby, fell into sixth place – which is impressive given that the film was release too late to qualify for some critics’ lists.

49. Distant (29 lists; 1 top spot)

“The film possesses a view of the human condition nearly as stark and clear-eyed as its stunning cinematography, which paints Istanbul’s domes and minarets and rural Anatolia’s breathtaking landscapes with a cold, haunting beauty.” — Colin Covert, Minneapolis Star Tribune

49. The Five Obstructions (29 lists; 1 top spot)

“For those who treasure not only watching the intricate challenges of filmmaking but also feeling the thrill of tomfoolery and sharing the demonic joy of psychological twists, Obstructions is enthralling.” — Bob Logino, Atlanta Journal-Constitution

47. The Door in the Floor (30 lists; 1 top spot)

“If The Door in the Floor is good enough for Irving, who’s often distanced himself from films based on his books, it’s certainly good enough for the rest of us.” — Eleanor Ringel Gillespie, Atlanta Journal-Constitution

47. Sky Captain and the World of Tomorrow (30 lists; 1 top spot)

“Drawing from a well of pulp fiction, film noir and comic book imagery — not to mention influences from The Wizard of Oz to Fritz Lang’s Metropolis — Conran and crew evoke a highly stylized 1939.” — Allison Benedikt, Chicago Tribune

45. The Polar Express (33 lits; 2 top spots)

“There is wonder for us to cherish, courtesy of a spectacular visual sense. But there are also moments that deliver shock and awe instead, sequences of such exhausting, turbocharged jeopardy that it seems like we’ve wandered into a Jerry Bruckheimer movie.” — Kenneth Turan, Los Angeles Times

45. The Return (33 lists; 2 top spots)

44. Shrek 2 (34 lists; 2 top spots)

“Can an ogre live happily ever after? Can fairy tale characters be content with their fairy tale lives? Can an Oscar-winning animated success generate a successful sequel? To all these questions, Shrek 2 is happy to answer yes, yes and yes.” — Kenneth Turan, Los Angeles Times

43. Control Room (35 lists; 1 top spot)

“This modest yet necessary documentary digs into the tussle between bias and balance in modern journalism and sends you out debating where one side’s reporting becomes the other side’s distortion.” — Ty Burr, Boston Globe

42. Metallica: Some Kind of Monster (37 lists; 1 top spot)

“Fans of the band will love the revealing footage, especially landmark moments such as bassist auditions (more famous names showed up than the one they picked) and encounters with the ex-Metallica members (Newsted and Megadeth frontman Dave Mustaine).” — Chris Riemenschneider, Minneapolis Star Tribune

41. Crimson Gold (37 lists; 3 top spots)

“The leisurely pace and fatalism become riveting, and the film takes on an unnerving, unblinking intimacy, even as the characters remain distant.” — Chris Vognar, Dallas Morning News

40. Harry Potter and the Prisoner of Azkaban (38 lists)

“The first true Harry Potter movie — the first to capture not only the books’ sense of longing, but their understanding of the way magic underlies the mundane, instead of just prancing fancifully at a far remove from it.” — Stephanie Zacharek, Salon.com

39. Goodbye, Dragon Inn (38 lists; 2 top spots)

“The real star of the movie is the doomed movie house itself, and the dominant subtext is the emotional transaction between the viewer and his (or her) more vividly vicarious adventures projected on-screen.” — Andrew Sarris, New York Observer

38. Our Music (39 lists; 4 top spots)

“Lovers of cinema will like it for its insights into the melding of text and images, and it will find a broader audience for its contribution to the debate on modern war.” Ray Bennett, Hollywood Reporter

37. Super Size Me (40 lists; 1 top spot)

“[A] gripping, often funny, unfailingly gut-wrenching burp of a documentary about America’s fast-food industry and one man’s (his) greasy descent into its cholesterol-clogged bowels.” — James Adams, Globe and Mail

36. Team America: World Police (41 lists)

“Utterly vile, purposefully malicious and just stone brilliant a good deal of the time, Team America: World Police contains something to offend virtually everybody. Yes, even you.” — Tom Long, Detroit News

35. Spring, Summer, Fall, Winter… And Spring (41 lists; 3 top spots)

“The floating monastery strikes one, at first, as far too empty a stage for a movie of any length, but it becomes, in the end, a meditation on walls, rules and memory, on the keeping out and the keeping in of life.” — Phillip Kennicott, Washington Post

34. Moolaade (42 lists; 1 top spot)

“This is an important film, but that doesn’t mean it’s a lecture about this horrible practice. It’s this vibrant, filled-with-life effort with these wonderful characters and it’s very moving and sometimes, at moments it’s very funny.” — Richard Roeper, Ebert & Roeper

33. The Sea Inside (43 lists; 2 top spots)

“Bardem’s Ramón is such a vital life force, it’s all the more bittersweet to watch him fight to leave a world that would be much emptier and sadder without him in it.” — Steve Murray, Atlanta Journal-Constitution

32. Napoleon Dynamite (46 lists; 2 top spots)

“With a low-key sense of humor and without the slightest whiff of sentimentality, Hess delivers a film about geeks that makes Revenge of the Nerds look like the Hollywood tripe that it is.” — James Berardinelli, ReelViews

31. The Saddest Music in the World (46 lists; 5 top spots)

“To see this film, to enter the world of Guy Maddin, is to understand how a film can be created entirely by its style, and how its style can create a world that never existed before, and lure us, at first bemused and then astonished, into it.” — Roger Ebert, Chicago Sun-Times

30. Touching the Void (50 lists; 2 top spots)

“While some of the moviemaking looks very conventional, I have enormous respect for the camera operator and wouldn’t blame him a bit if at times he worried more about stepping into a 300-foot crevasse than in getting the most original angle.” — David Edelstein, Slate.com

29. Tarnation (50 lists, 9 top spots)

“As raw and personal as a movie can be, the equivalent of a cinematic journal or diary. But it’s also artfully constructed and articulated, written, edited and musically designed with often jolting brilliance.” — Michael Wilmington, Chicago Tribune

28. The Life Aquatic With Steve Zissou (59 lists; 4 top spots)

“This movie is so odd, so uncommercial and so unformulaic, particularly for something produced by a major studio (Disney, in this case), that I can’t imagine how Anderson got his idea for it past the front office and in front of cameras.” — Joe Baltake, Sacramento Bee

27. The Passion of the Christ (59 lists; 10 top spots)

“Despite controversies swirling around the movie, one cannot deny that Gibson has made a stunning film, beautifully photographed in contrasting dark and golden hues by Caleb Deschanel.” — Claudia Puig, USA Today

26. Shaun of the Dead (68 lists; 2 top spots)

“Zombie movies have been spoofed before, but this one lurches to the top of the list on the strength of its twisted British wit and oh-so-clever mix of laughs and horror.” — Bill Muller, Arizona Republic

25. Closer (73 lists; 2 top spots)

“Closer offers a bleak though thought-provoking take on relationships. The challenge for the viewer is in caring enough to become invested in characters who seem hellbent on hurting one another.” — Claudia Puig, USA Today

24. I Heart Huckabees (74 lists; 8 top spots)

“With razor-sharp performances, zingy one-liners, broad slapstick humor and a message of sorts, there’s enough to distract the viewer from becoming hopelessly lost in the lint-filled chaos that is the umbilicus.” — Teresa Wiltz, Washington Post

23. Bad Education (76 lists; 7 top spots)

“Mr. Almodóvar’s fantastic and unconventional film — and Mr. Bernal’s astonishing passion, tenderness, vulnerability and magnetic velocity in it — are blazing headlights in an often bleak and blurry year.” — Rex Reed, New York Observer

22. A Very Long Engagement (79 lists; 5 top spots) 

“Told with a blend of visual mastery and emotional intimacy, ambitious venture sustains a special melding of romance and pragmatism that should engage discerning audiences.” — Lisa Nesselson, Variety

21. Garden State (82 lists; 8 top spots)

“It offers something rare in the bond between Andrew and Sam. Their connection follows a believable arc from their first awkward encounter to a specific, believable intimacy, without which the movie’s jokiness could have rung hollow.”  – Jami Bernard, New York Daily News

20. The Motorcycle Diaries (90 lists; 6 top spots)

“Whether you want to see The Motorcycle Diaries as entirely a personal story or as social and political allegory, it captures a far different and far more vulnerable Ernesto Guevara than the one we think we know.” — Andrew O’Hehir, Salon.com

19. Ray (92 lists; 7 top spots)

“Any viewers who look at Ray and see only clichés are declaring themselves hopelessly lost to the real achievement of this picture, which is nothing less than a statement of faith in the inclusiveness of American culture.” — Charles Taylor, Salon.com

18. Collateral (101 lists; 1 top spot)

“Throughout the gruesome cat-and-mouse game being played by Vincent and Max in Collateral, there’s something psychologically, dramatically and even sociologically interesting going on.” — Andrew Sarris, New York Observer

17. House of Flying Daggers (101 lists; 8 top spots)

“House of Flying Daggers is the rare film that inspires audiences to suspend a sense of reality and allow themselves to be transported, as if under a spell, to an alternate, fantastic world.” — Claudia Puig, USA Today

16. Dogville (104 lists; 15 top spots)

“Dogville is another round of brazen disrespect from cinema’s baddest boy. But the movie, despite its ultimate nuttiness, has a quiet, consuming power that sneaks up on you and doesn’t go away.” — Wesley Morris, Boston Globe

15. Hotel Rwanda (116 lists; 6 top spots)

“What makes the film not just harrowing but transcendent is Cheadle. He does nothing traditionally heroic. He just presents a picture of basic decency, showing how, when combined with courage, decency can result in an awe- inspiring moral steadfastness.” — Mick LaSalle, San Francisco Chronicle

14. Maria Full of Grace (120 lists; 7 top spots)

“The fact that [Moreno’s] Maria is so believable, so compelling, rests entirely on what she brings to the part, not what the part brings to her. Her face is the kind that can carry a movie on the strength of sheer screen presence.” — Richard Nilsen, Arizona Republic

13. Vera Drake (120 lists; 10 top spots)

“A prime example of how genuine drama terrifies and uplifts us. It also reveals how controversial subjects can seem fresh and new in the hands of a master director and a great ensemble cast.”  — Michael Wilmington, Chicago Tribune

12. Hero (120 lists; 11 top spots)

“I wouldn’t have missed this spectacle for the world, and neither should you — despite an admitted quirk in my political sensibility in these contentious times that keeps me from admiring the film wholeheartedly.”  — Andrew Sarris, New York Observer

11. Fahrenheit 9/11 (121 lists; 4 top spots)

“This is Moore’s most powerful movie — the largest in scope, the most resourceful and skillful in means — and the best things in it have little to do with his usual ideological take on American power and George Bush.”  — David Denby, New Yorker

10. Finding Neverland (124 lists; 11 top spots)

“Finding Neverland has a radiance that comes primarily from Depp’s performance but finally suffuses the whole movie — with its marvelous cast and lovingly created images of a British Edwardian past.”  — Michael Wilmington, Chicago Tribune

9. Spider-Man 2 (134 lists; 2 top spots)

“This triumphant sequel to the hard-to-top 2002 original may be the first great comic-book movie in the age of self-help and CGI wizardry, an entertainment in which both the thrills and the therapeutic personal growth are well earned.”  — Lisa Schwarzabum, Entertainment Weekly

8. Kinsey (145 lists; 6 top spots)

“It’s a film Kinsey himself might have appreciated: It’s sober, never flashy or exciting but always engrossing, both for its penetration into Kinsey’s psychology and for the effects his findings are shown to have on the world and the people around him.” — Mick LaSalle, San Francisco Chronicle

7. Kill Bill, Vol. 2 (165 lists; 8 top spots)

“With the second installment, Tarantino — famous as an inspired manipulator of genre, less proven as a filmmaker of soul — shows his shy but ardent, cinephiliac understanding of American sentiment and yearning.”  — Lisa Schwarzbaum, Entertainment Weekly

6. Million Dollar Baby (205 lists; 33 top spots)

“Confident, powerful, a thing of deceptively effortless beauty, Clint Eastwood’s Million Dollar Baby shifts its weight in the late rounds — having seduced us with a gritty underdog tale — and delivers a body blow.” — Lisa Kennedy, Denver Post

5. Before Sunset (222 lists; 40 top spots)

“Before Sunrise captures the exhilaration of connecting with another person; Before Sunset moves forward from there, burrowing into territory that’s more complex and dangerous, but also perhaps more vital.” — Stephanie Zackarek, Salon.com

4. The Incredibles (230 lists; 17 top spots)

“Even by Pixar standards, The Incredibles is unexpected, a mold-breaking computer-animated adventure that pleases the eye, bends the mind and, ultimately, lifts the spirit.”  — Lisa Rose, Newark Star-Ledger

3. The Aviator (243 lists; 35 top spots)

“A fast-moving, entertaining movie that boasts a fine performance by DiCaprio, who captures Hughes’ brio, as well as the sadness that accompanied the gradual onset of insanity that turned Hughes into a legendary recluse.”  — Robert Denerstein, Denver Rocky Mountain News

2. Eternal Sunshine of the Spotless Mind (350 top lists; 78 top spots)

“Dizzying, dazzling, smart and, most importantly, honestly struggling with the variables of love, Eternal Sunshine of the Spotless Mind is a mesmerizing mind game that still manages to find perfect pitch while pulling heartstrings.” — Tom Long, Detroit News

1. Sideways (380 lists; 78 top spots)

“With Sideways, the director of Election and About Schmidt has cobbled together his most mature, complete effort to date, a film that utilizes his off-kilter sense of humor and his ability to construct believable characters.”  — Bill Muller, Arizona Republic