10) Star Wars Episode 3, the Clone Wars prequel storyline left quite a bit of loose ends.

9) Kick-Ass, action was great, but the sequel makes it seem like a cheap mock-up of DC and Marvel comic storylines.

8) Pokemon: Origins, literally this only tops the past two because of the nostalgia factor, otherwise it is a great accomplishment for Pokemon US, as they did a darn fine job translating it and picking voice actors.

7) 300, I'm always a bit of a sucker for historical movies, even if they're inaccurate.
6) Usual Suspects, if you haven't watched this then I highly suggest it, the story is great and the ending is quite clever.

5) Donnie Darko, this one has almost as much mystery as inception, except with more comedy. To be honest, it's Jake Gyllenhaal's best performance to date.
4) Sherlock Homes, Great Robert Downey Jr. movie, personal fan of the soundtrack and it's kinda historical. Whats not to like?

3) The Nightmare Before Christmas, the only Disney "classic" I'll have on this list, love it because its a lot darker than what disney was known for at the time but kept its childish charm. Plus the ending gives you a tiny bit of the feels.

2) Spider-Man (Toby Maguire version), Marvel did a great job of depicting spider man's origin story in this movie, plus the special effects for the spider sense and web-slinging was awesome!

1) Cloud Atlas, I love this movie. Amazing story (though a bit complicated, the best I've ever seen in a movie so far), doesn't have tons of action scenes, and it connects to most audiences, minus children due to the sexy stuffs that happens.