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At number four is another intense film, this time dealing with kids in a very different way. Kevin Bacon stars in The Woodsman as a paroled sex offender who moves into an apartment across the street from a middle school. As he tries to get his life on track, he has to deal with his estrangement from his family, a hardassed cop who won't leave him alone, a woman who tries to help him and coworkers who constantly harass him. Kevin Bacon gives the performance of his career in this stark and honest film, and Kyra Sedgwick, Mos Def and Benjamin Bratt give great supporting performances. None of the films on the top five are easy to watch, but this one might be the most disturbing

Its biggest competition for that title is number three, The Machinist. You might have heard of this film because of stories that Christian Bale lost 60 pounds to star in it, and just looking at him will make you uncomfortable. Of course, it doesn't help that he is an insomniac who loses all grip on his sanity when he starts to believe that he is being stalked by a coworker nobody else thinks exists. Watching his mental collapse is gripping, and Bale is at his best here. This terrifying horror film was directed by Brad Anderson and written by Mark Kosar, who sadly has spent his time since writing remakes of horror films, including the upcoming The Crazies.

Number two is a film anchored by an all-star cast and a fantastic script. We Don't Live Here Anymore is about two failing marriages (making it twice as good as The Door in the Floor) that start to collapse under the weight of infidelity. Jack and Hank are best friends, but their friendship and their marriages are tested when Jack starts sleeping with Hank's wife. Reminiscent of Who's Afraid of Virginia Woolf and Closer, We Don't Live Here Anymore is a perfectly acted drama that avoids the indie film cliché of excessively clever dialogue. The conversations sound realistic and sometimes awkward, but every scene is so powerful and so insightful. Mark Ruffalo might be the most underrated actor of the decade, and gives one of his best performances alongside Naomi Watts, Laura Dern and Peter Krause.

And what was the Best Overlooked Film of 2004? That would have to be Mario van Peebles' brilliant biopic How to Get the Man's Foot Outta Your Ass. Van Peebles plays his own father, Melvin, in this film that he also wrote and directed about his father's struggles to make the ultimate blaxploitation film, Sweet Sweetback's Badaasssss Song. In a decade saturated with biopics, three stand out in my mind for finding unique ways to tell their protagonist's story, and Outta Your Ass is the first (the other two also were overlooked in their respective years, so I'll wait to talk about them). Part documentary and part drama, this film is fascinating. Sweet Sweetback's was a groundbreaking work of independent cinema, but was an absolute mess of a film. Outta Your Ass reigns in that chaos to tell the story of how it was made, and the result is a breathtaking work of cinema. Mario van Peebles is a dominating force on screen, channeling his father's passion and anger perfectly. How to Get the Man's Foot Outta Your Ass is a film that should be seen by everyone, and having made just over $350,000 at the domestic box office, it is embarrassing just how overlooked it was.


1) How to Get the Man's Foot Outta Your Ass
2) We Don't Live Here Anymore
3) The Machinist
4) The Woodsman
5) Mean Creek
6) The Dreamers
7) Goodbye, Lenin
8) Primer
9) Stage Beauty
10) The Door in the Floor

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