In 2008, WALL-E became the most acclaimed animated film since 1995’s Toy Story, but it still missed out on a Best Picture nomination at the Oscars.  The number two film, The Dark Knight, also did not get nominated, which allowed Slumdog Millionaire (#3) to take the top prize.

Approximately 560 lists were compiled in 2008, and the top 40 films are below:

49. Forgetting Sarah Marshall (24 lists)

Forgetting Sarah Marshall is a hilarious movie, a brilliant deconstruction of the romantic comedy, a film that, assuming you have the appropriate sense of humor, will make you laugh out loud again and again. — Bill Goodykoontz, Arizona Republic

49. Standard Operating Procedure (24 lists)

This film by the masterful Errol Morris gets closer to the actual events than any of them, with probing interviews of soldiers who were involved and careful scrutiny of the hundreds of photographs retrieved from three digital cameras at the prison. — J.R. Jones, Chicago Reader

48. The Duchess of Langeais (25 lists; 2 top spots)

The everyday moviegoer will find it as impenetrable as its heroine. But if you vibrate to nuances of style, if you enjoy tension gathering strength beneath terrible restraint, if you admire great acting, then you will. — Roger Ebert, Chicago Sun-Times

47. Reprise (26 lists; 1 top spot)

The kind of discovery that comes along only a few times a year (if we’re lucky), Joachim Trier’s energetic, inventive debut takes such a novel approach to well-worn themes that it makes most movies look downright lazy. — Elizabeth Weitzman, New York Daily News

46. Trouble the Water (27 lists)

Trouble the Water, along with Spike Lee’s extraordinary four-hour epic, When the Levees Broke, remains one of the most eloquent records we have of a tragedy that brought out some of the most impressively alive men and women in New Orleans. — David Denby, New Yorker

45. In the City of Sylvia (27 lists; 4 top spots)

If nothing else, Mr. Guerin has neatly captured the sweet, erotic alienation of being a single man at his leisure in a foreign town, dazzled by the passing procession of local beauties. — Nathan Lee, New York Times

44. Pineapple Express (29 lists; 1 top spot)

While this R-rated comedy is oh so lite, it also builds to some endearingly goofball conclusions about friendship and maybe, just maybe, responsibility. Though there’s a hazy quality to the latter. — Lisa Kennedy, Denver Post

43. The Fall (29 lists; 4 top spots)

The Fall is aptly named not only because it pertains to a tragic descent but because viewers will feel as if they have plunged headlong into an alternate universe with this dazzling adult fairy tale. — Claudia Puig, USA Today

42. Gomorrah (34 lists)

Gomorra has its own nerve, as well as the filmmaking intelligence to strip the cliches from its densely packed, authentically inhabited narrative. The new moviegoing year just got one hell of a jolt. — Michael Phillips, Chicago Tribune

41. Changeling (34 lists; 3 top spots)

Changeling is the real deal, as good as any film [Eastwood] has ever made, and 10 times more electrifying than most. It grabs you by the throat and never lets go. — Rex Reed, New York Observer

40. Ballast (35 lists, 1 top spot)

“Ballast strikes me as one of the few American pictures of 2008 to say what it wants to say, visually and narratively, about a specific situation and part of the country, in a way that transcends regional specifics.” — Michael Phillips, Chicago Tribune

39. Tell No One (38 lists, 2 top spots)

“Under the direction of Guillaume Canet, who adapted Harlan Coben’s English-language best seller with Philippe Lefebvre, this is a splendid ensemble doing its level best to keep the audience guessing all the way through an increasingly knotty narrative.” — Michael Phillips, Chicago Tribune

38. The Reader (40 lists, 3 top spots)

“Winslet is outstanding, particularly given that Hanna is such an unsympathetic character. We never quite feel sympathy toward her, and it’s testament to Winslet’s skill and confidence that she never really asks us to.” — Bill Goodykoontz, Arizona Republic

37. Silent Light (41 lists, 6 top spots)

“Reygadas takes inspiration from Carl Th. Dreyer and brings it to a Mennonite community in Mexico to create a simple film about relationships and faith. I don’t know what I can say about Silent Light other than to try your best to see it in a movie theater – you won’t see human faces or landscapes as beautiful and clear anywhere else.” — Gina Telaroli, takepart.com

36. Che (42 lists, 8 top spot)

“With Benicio Del Toro delivering a fiercely indrawn and mesmerizing performance in the title role, Che is neither a hagiography nor a superficial character sketch.” — Stephen Rea, Philadelphia Inquirer

35. The Class (43 lists, 2 top spots)

“With an improvisational cinéma-vérité style and untrained student actors playing the kids, Cantet’s quasi-documentary captures the dynamics of one suburban school and the multicultural learning curve that all of Europe is on today.” — Colin Covert, Minneapolis Star Tribune

34. Encounters at the End of the World (43 lists, 3 top spots)

A poem of oddness and beauty. Herzog is like no other filmmaker, and to return to him is to be welcomed into a world vastly larger and more peculiar than the one around us. The underwater photography alone would make a film, but there is so much more.” — Roger Ebert, Chicago Sun-Times

33. I’ve Loved You So Long (44 lists)

“The film is a tease, with a cheat of a final disclosure, but Philippe Claudel’s direction is both probing and delicate, and Scott Thomas’s face, even immobile, keeps you watching, searching for hints of her character’s past.” — David Edelstein, New York Magazine

32. Hunger (46 lists, 5 top spots)

“For your art-house pleasure and discomfort, here’s one of the most talked-about film-festival triumphs of 2008, a disturbingly avid re-creation of the last six weeks in the life and slow, self-imposed wasting of Irish hunger striker Bobby Sands.” — Lisa Schwarzbaum, Entertainment Weekly

31. 4 Months, 3 Weeks and 2 Days (48 lists, 2 top spots)

“First, this movie should be enjoyed. Later, marveled at. And then, once the excitement has faded, 4 Months, 3 Weeks and 2 Days really should be studied, because director Cristian Mungiu creates scenes unlike any ever filmed.” — Mick LaSalle, San Francisco Chronicle

30. The Edge of Heaven (52 lists, 10 top spots)

“The Edge of Heaven explores topics as varied as the tensions that accompany multiculturalism and globalization to the simpler human drama of how individuals cope with losses for which they bear a portion of the responsibility.” — James Berardinelli, ReelViews

29. Tropic Thunder (55 lists)

“This is Stiller’s Hellzapoppin’ Apocalypse Now — the ultimate fighting machine of comedies-about-the-making-of-movies. It’s raunchy, outspoken — and also a smart and agile dissection of art, fame, and the chutzpah of big-budget productions.” — Lisa Schwarzbaum, Entertainment Weekly

28. Frozen River (55 lists, 3 top spots)

“This is a debut feature, though you’d never know it from the filmmaker’s commandingly confident style, or from the heartbreaking beauty — heartbreaking, then heartmending — of Melissa Leo’s performance.” — Joe Morgenstern, Wall Street Journal

27. Still Life (55 lists, 5 top spots)

“More than a million people have been displaced in central China in the cause of generating electrical power to meet the needs of the future; Jia’s flowing river of a picture washes over a few of them as they adjust to life’s currents in the present.” — Lisa Scwarzbaum, Entertainment Weekly

26. My Winnipeg (58 lists, 4 top spots)

“This haunting phantasmagoria of a film — comic, singular, surreal — is not only something no one but the Canadian director could have made, it’s also a film no one else would have even wanted to make. Which is the heart of its appeal.” — Kenneth Turan, Los Angeles Times

25. Burn After Reading (60 lists)

“These are functioning morons, they walk and work among us. And they are brilliant and funny and in spite of the screwball-comedy nature of the story, they are completely believable.” — Ben Mankiewicz, At the Movies

24. Paranoid Park (60 lists, 1 top spot)

“Even something as modest as Paranoid Park manages to reflect Van Sant’s greatest strengths as an artist: his seemingly limitless fluency with his chosen medium and his willingness to tell even the oldest stories in bold new ways.” — Ann Hornaday, Washington Post

23. Revolutionary Road (63 lists, 6 top spots)

“Sam Mendes, the director of Revolutionary Road, injects a few milligrams of hope into his film version of the 1961 Richard Yates novel, an excoriating portrait of a mid-1950s marriage built on sticks, straw and delusion.” — Michael Phillips, Chicago Tribune

22. Vicky Cristina Barcelona (64 lists, 4 top spots)

“He is a little like Eric Rohmer here. The actors are attractive, the city is magnificent, the love scenes don’t get all sweaty, and everybody finishes the summer a little wiser and with a lifetime of memories. What more could you ask?” — Roger Ebert, Chicago Sun-Times

21. The Flight of the Red Balloon (65 lists, 10 top spots)

“The story of these people is certainly engaging. The conundrums of art and reality, of reflection and mirror images, presented by the movie are another matter – they seem at times gratuitous. But at least the movie does give us something to think about.” — Phillip Marchand, Toronto Star

20. Gran Torino (67 lists, 2 top spots)

“Eastwood’s second film this year is a compelling study of anger and violence and the guilt and shame that shadow them. He has sat high in the saddle for decades, but rarely has he ridden so tall as in the driver’s seat of Gran Torino.” — Colin Covert, Minneapolis Star Tribune

19. Waltz With Bashir (83 lists, 10 top spots)

“Folman is an Israeli documentarian who has not worked in animation. Now he uses it as the best way to reconstruct memories, fantasies, hallucinations, possibilities, past and present. This film would be nearly impossible to make any other way.” — Roger Ebert, Chicago Sun-Times

18. In Bruges (84 lists, 5 top spots)

“It is easily one of the best debut feature films in recent memory. The notion of a pair of hit men cooling their heels as they’re forced to play tourist in a picture-postcard town is clever enough. But as the story unspools, it grows more intriguing.” — Claudia Puig, USA Today

17. Doubt (86 lists, 2 top spots)

“Crammed with great performances and authentic period detail (you can almost smell the cafeteria food and the mimeograph ink), it’s a fine adaptation of a provocative play. Shanley should feel proud of himself.” — Stephen Whitty, Neward Star-Ledger

16. Wendy and Lucy (92 lists, 5 top spots)

“Such is the resonant magic of Kelly Reichardt’s remarkable little film, one of those exercises in minimalism where every word matters, every shot counts, until the kernel expands and a whole world emerges in 80 brief minutes.” — Rick Groen, Globe and Mail

15. A Christmas Tale (101 lists, 15 top spots)

“Roiling with laughter, tears, drunken confessions, revelatory soliloquies, pain, sorrow, hospital visits, and various kinds of love, A Christmas Tale is a smart, sprawling, and sublimely entertaining feast.” — Steven Rea, Philadelphia Inquirer

14. Synecdoche, New York (101 lists, 20 top spots)

“It’s the first movie this year that demands at least two viewings to absorb its densely textured humor, which makes earlier Kaufman works such as Adaptation and Being John Malkovich look positively straightforward.” — Lou Lumenick, New York Post

13. Iron Man (103 lists, 6 top spots)

“Despite several adrenaline-pumping moments, Favreau and Downey stay focused on the real story — about a man learning to take responsibility for his actions. For all its firepower and CGI slickness, that’s what really makes Iron Man fly.” — Frank Lovece, Newsday

12. The Visitor (111 lists, 9 top spots)

“This audaciously issues-loaded indie drama works, improbably and entirely, on account of the marvelous, often familiar-looking, rarely starring character actor Richard Jenkins and his perfect performance as a stodgy, widowed economics professor.” — Lisa Schwarzbaum, Entertainment Weekly

11. Happy-Go-Lucky (135 lists, 11 top spots)

“Hawkins wears her grin in almost every scene, but she gives us hints that this dizzy 30-year-old is deep, as are the disappointments that might have caused Poppy to don this mask. It’s a performance of sustained, childlike wonder and adult wit.” — Roger Moore, Orlando Sentinel

10. Rachel Getting Married (138 lists, 12 top spots)

“Rachel Getting Married is at its best in scenes featuring Hathaway’s mercurial character. It’s a triumphant and darkly nuanced role for her and a departure from the more lighthearted comedic performances she has given.” — Claudia Puig, USA Today

9. Frost/Nixon (140 lists, 7 top spots)

“One of the virtues of Frost/Nixon, Ron Howard’s adaptation of Peter Morgan’s hit play, is that it brings the intelligence back to the forefront without dispelling the elements of menace and fraudulence that were also part of Nixon’s temperament.” — David Denby, New Yorker

8. Man on Wire (142 lists, 5 top spots)

“Man on Wire, the delightful documentary about French tightrope walker Philippe Petit’s incroyable early-morning trip between the World Trade Center towers in 1974, is an interesting film to watch from the front row.” — Reyhan Harmanci, San Francisco Chronicle

7. Let the Right One In (149 lists, 13 top spots)

“While [director] Alfredson takes a darkly amused attitude toward the little world he has fashioned with such care, he also takes the morbid unhappiness of his young characters seriously.” — Manohla Dargis, New York Times

6. The Curious Case of Benjamin Button (158 lists, 14 top spots)

“Director David Fincher has turned out an overlong, Forrest Gumpian exercise in mannered whimsy. It’s sentimental; it’s episodic; it dawdles. Brad Pitt spends a good length of screen time drinking tea with Tilda Swinton. But it’s also bewitching.” — Amy Biancolli, Houston Chronicle

5. The Wrestler (216 lists, 26 top spots)

“Like Jack Palance in Requiem for a Heavyweight, the man you’re watching not only has the role of a lifetime; he seems to be living it, too. The result is the most brutally honest performance of the year.” — Rex Reed, New York Observer

4. Milk (248 lists, 23 top spots)

“Sean Penn gives a meticulously detailed performance as the cagey and charismatic pol, but credit should also go to Dustin Lance Black, whose script squarely locates Milk at the center of his community, his city, and his cause.” — J.R. Jones, Chicago Reader

3. Slumdog Millionaire (262 lists, 54 top spots)

“The beautifully rendered and energetic tale celebrates resilience, the power of knowledge and the vitality of the human experience. Horrifying, humorous and life-affirming, it is, above all, unforgettable.” — Claudia Puig, USA Today

2. The Dark Knight (287 lists, 77 top spots)

“This film is not only one of the year’s best; it may well end up as the finest of 2008. At the very least, it deserves consideration for Best Picture and Best Director, along with the expected Oscar kudos for Ledger.” — Peter Howell, Toronto Star

1. WALL-E (327 lists, 46 top spots)

“This latest achievement from Disney’s Pixar Studios rotates around a rusty little robotic hero who’s built, as the movie is, with such emotion, brains and humor that whole universes exist in his whirring tones and binocular eyes” — Joe Neumaier, New York Daily News