"Dreamgirls," directed by Bill Condon, currently stands as a Best Picture front-runner at the next Academy Awards, but it doesn't deserve most of the accolades it is receiving. An overhyped adaptation of the popular 1980s Broadway musical, the film certainly knows how to carry a tune, but is missing a heart. A loose biopic of Diana Ross and The Supremes, one watches the picture, occasionally gets swept up in individual song performances (others are instantly forgettable), but remains at an emotional distance from the characters and paperweight story. Throw in a whole lot of curiously flat staginess and the very knowledge that the musical genre was done infinitely better in last year's "Rent," and in "The Phantom of the Opera" the year before, and in "Chicago" two years before that—you get the picture—and all signs point to "Dreamgirls" being one Broadway production that would have been wise to remain solely on the Great White Way.

Overrated Runners-Up: Brick; Flushed Away; An Inconvenient Truth; Inside Man; Little Children; Little Miss Sunshine; Over the Hedge; Pan's Labyrinth; Pirates of the Caribbean: Dead Man's Chest; Talladega Nights: The Ballad of Ricky Bobby

"Poseidon," directed by Wolfgang Petersen, was released at the start of the summer movie season and proceeded to stand throughout the next four months as the best of the year's popcorn actioners. Alas, nobody came. A superior remake of 1972's "The Poseidon Adventure" in which the survivors of a capsized ocean liner must fight for their lives to reach the water's surface before the ship sinks, the film was tight, taut and, clocking in at a no-frills 99 minutes, the most authentically exciting, would-be blockbuster spectacle of 2006. That the picture sank at the box-office is a mystery unto itself. Now that "Poseidon" is available on DVD, it is time for audiences in search of a well-made adrenaline-pumper to rediscover what most of them overlooked way back in May.

Underrated Runners-Up: Another Gay Movie; Aurora Borealis; Blood Diamond; The Da Vinci Code; Hostel; How to Eat Fried Worms; Inland Empire; Nacho Libre; The Night Listener; Running with Scissors; Tristan & Isolde; When a Stranger Calls

Dishonorable Mentions (in alphabetical order): Accepted; American Dreamz; Basic Instinct 2; The Benchwarmers; Big Momma's House 2; Bloodrayne; The Covenant; Death of a President; Deck the Halls; Eragon; Flushed Away; Freedomland; Garfield: A Tale of Two Kitties; Glory Road; Just My Luck; Material Girls; The Mostly Unfabulous Social Life of Ethan Green; The Omen; Pirates of the Caribbean: Dead Man's Chest; Scary Movie 4; The Sentinel; The Shaggy Dog; 16 Blocks; Stick It; Tideland; Ultraviolet; The Wicker Man; You, Me and Dupree

Stay Alive - A virtual tie with #9 as the year's low point in horror, "Stay Alive"—or, more precisely, writer-director William Brent Bell—doesn't have the first clue what a watchable genre movie makes. Scares are nonexistent. The dialogue is cringe-inducing. The acting, including that of an out-of-place Frankie Muniz, is embarrassing. Most everything, in fact, is rotten to the core. "Stay Alive" is crummy, asinine, incoherent schlock that plays like a cross between an early video game demo and an episode of "The Young and the Restless."

An American Haunting - Purportedly based on the only recorded case in U.S. history of a spirit causing the death of a human being, "An American Haunting" starts off as a threadbare and obvious ghost story; promptly becomes repetitive and monotonous as the same basic scene is repeated over and over; eventually borders on incomprehensible as all sense of editorial cohesion flies out the window, and finally ends on an exasperatingly anticlimactic note that seals the disastrous deal. To watch "An American Haunting" is not to be frightened, but to be dispirited at the level of grade-A acting talent (i.e. Sissy Spacek, Donald Sutherland) wasted on what amounts to a laughably shallow retread of "The Exorcist" and "The Exorcism of Emily Rose" and an amateurish theater production of "The Crucible."

The Good German - The most calamitous miscalculation of director Steven Soderbergh's career, "The Good German" wants to pay nostalgic homage to 1940s romantic film noir on the order of "Casablanca." What it ends up being is a soulless, automatically forgettable, excruciating endurance test that assumes quite incorrectly that the viewer will care enough to try and follow its complex (read: convoluted) ins and outs and dull-as-a-butter-knife leads, played by George Clooney and Cate Blanchett. If Soderbergh's goal was to paint a motion picture resembling a blank canvas, he has succeeded brilliantly.

Let's Go to Prison - Dead on arrival, "Let's Go to Prison" is a clueless, pointless, unfunny dud that can't make up its mind what it wants to be. Is it a dark satire of prison life and the penal system? A revenge fantasy? A broad farce with raunchy gags and slapstick? A love story between two inmates that at least suggestively becomes a threesome by the end? Somehow, some way, the film is all of these things and, due to its thoroughly unconvincing treatment, none at all. Starring a bunch of potentially humorous people—Dax Shepard, Will Arnett and Chi McBride among them—who act as if they know they are making a piece of crap, "Let's Go to Prison" is a monumental waste of time.

Zoom - The first of two Tim Allen starrers on this list (his third bad release, "The Shaggy Dog," can be found in the dishonorable mentions section), "Zoom" is loud, unctuous, outdated junk, an 83-minute Smash Mouth music montage thinly posing as a feature film. Not only does it blatantly rip off Marvel's "X-Men" comic, as well as last year's "Sky High," but it makes both of those enterprises look like the Second Coming in comparison.

The Santa Clause 3: The Escape Clause - Not to be outdone, Tim Allen returned to the big screen three months later with "The Santa Clause 3: The Escape Clause," a sequel even worse than his very own "Zoom." From the fake-looking sets to the tacky studio backlot exteriors to the chintzy special effects to the nearly nonexistent plot to the artificial emotions to its own grossly hypocritical commercialism, this sorry excuse for a children's picture ranks down there with 2004's "Christmas with the Kranks" (also starring—surprise, surprise—Tim Allen) as one of the decade's most disingenuous and misguided Christmas movies. Bah humbug!

National Lampoon's Van Wilder 2: The Rise of Taj - Can a sequel be even more unnecessary than "The Santa Clause 3?" Why, yes, it can, if the film being sequelized in "National Lampoon's Van Wilder." That the title character played by Ryan Reynolds is nowhere to be found is the least of the problems with "National Lampoon's Van Wilder 2: The Rise of Taj," a hopeless cash-in featuring a barely-there plot, stock stick figures posing as human beings, and diluted, would-be gross-out gags so innocuous the movie might as well have shot for a PG-13 rating. With the stench of resigned mediocrity coursing through its every miserable minute, the picture becomes patently offensive for all the wrong reasons.

The Black Dahlia - Intended to be a serious crime story delving into the infamous 1947 murder of Elizabeth Short, fallen filmmaker Brian De Palma has transformed "The Black Dahlia" into a prime camp classic in the making. It is a film of such awe-inspiring badness, of such convoluted and incoherent plotting, of such ill-advised acting, of such uneven technical attributes, and of such gut-bustingly artificial scripting, that it is more reminiscent of a sequel to "The Naked Gun" than a legitimate thriller. Indeed, "The Black Dahlia" achieves the rarest of feats in that it is physically painful to reach the end credits and yet is fall-down-laughing hysterical at the same time. The mind boggles at how the once-brilliant Brian De Palma has sunk so low.

Alex Rider: Operation Stormbreaker - The Weinstein Company originally planned for "Alex Rider: Operation Stormbreaker" to be the first in a new young-spy film series, but the outcome was so wretched they cut their losses before its release and threw it out on only a handful of screens so it could die a quiet death. For the few unfortunates who did see it, there was no such luck. Vapid, clumsy, thoughtless, amateurishly directed, and starring newcomer Alex Pettyfer in a performance less believable than what a sock puppet could have achieved with the same material, "Alex Rider: Operation Stormbreaker" is exempt of anything resembling originality or humanity.

All the King's Men - When evaluating what the absolute worst film of 2006 was, there was no contest. "All the King's Men" is a disaster of epic proportions, 128 miserable minutes of unintelligible editing and usually top-flight actors with widely varying and never believable Southern accents standing around in rooms and spouting off disposable dialogue that goes in one disinterested ear and blessedly out the other. Drowning shamelessly in its own pretentious self-importance without explaining why any of it is useful or worth telling, energy is drained from the proceedings faster than an out-of-shape ninety-year-old on a treadmill. There is nary a genuine or touching or funny or honest or rousing or stirring or provocative or informative moment in its entirety. Steven Zaillian has written some great screenplays in the past (1993's "Schindler's List," anyone?), but as a director he lacks a crucial understanding of how to shoot a film, use his actors, and tell a story. With the perplexing "All the King's Men," he has hit rock bottom.

Honorable Mentions (in alphabetical order): Another Gay Movie; Aurora Borealis; Charlotte's Web; The Da Vinci Code; The Departed; The Descent; Dixie Chicks: Shut Up & Sing; For Your Consideration; Happy Feet; Hard Candy; The Hills Have Eyes; Hollywoodland; How to Eat Fried Words; Infamous; Letters from Iwo Jima; Marie Antoinette; Poseidon; The Pursuit of Happyness; The Queen; Snakes on a Plane; Superman Returns; The Texas Chainsaw Massacre: The Beginning; Thank You for Smoking; Tristan & Isolde; V for Vendetta

11 A Prairie Home Companion - How beautifully fitting that late, great master filmmaker Robert Altman's last project would be the introspective, intimate, and powerfully low-key "A Prairie Home Companion." A film not only about the end of a radio program, but about coming to terms with one's own choices in his or her life while recognizing the inevitability of mortality, "A Prairie Home Companion" is like a soft, warm blanket—gentle, bittersweet, and oh-so-comforting.

The Night Listener - Directed by Patrick Stettner and based on the novel by Armistead Maupin, "The Night Listener" deserved better than the blink-and-you'll-miss-it theatrical treatment it received. A quiet, measured and resolutely unnerving mystery, the type that keeps the viewer guessing while watching it and thinking about its complexities long after it has ended, the picture featured a magnificent dramatic performance from Robin Williams, as a lonely radio show host who begins to question whether or not a young abused teen he has been corresponding with actually exists. The unforgettable journey his investigation leads him on is haunting, thought-provoking, and difficult to shake.

Blood Diamond - An arresting, high-stakes action-adventure, a gripping drama focusing on human values, greed and the fine line of exploitation, and an electrifying history lesson about the dirty diamond trade in turn-of-the-21st-century Sierra Leone, director Edward Zwick's "Blood Diamond" is riveting, insightful big-budget cinema. Featuring unblemished performances from Leonard DiCaprio, Djimon Hounsou and Jennifer Connelly, the film pummels through genres to depict a story told with equal parts poignancy, excitement and poeticism.

The Devil Wears Prada - Perceptive, wise and hitting all the right notes, "The Devil Wears Prada" ranks right up there with 1988's "Working Girl," 1997's "Clockwatchers" and 1999's "Office Space" as one of the very best motion pictures about office life in memory. Anne Hathaway is perfectly cast as a recent journalism grad who begins to lose sight of her goals when she gets a stress-filled job as the second assistant to a fashion magazine's merciless editor-in-chief, played with tour de force bravado and effortless comic sensibilities by Meryl Streep. "The Devil Wears Prada" is fabulously entertaining, shrewdly intelligent, and bitingly satirical without sidestepping into caricatures, but its greatest attribute is its surprising humanity.

Hostel - A masterfully orchestrated, horrifically plausible terror show that ranks among the best of the Grand Guignol style, "Hostel" is the best horror film of the year. A disturbing, uncompromising descent into the blackest corners of human nature, the film also holds provocative sociological and psychological undercurrents, touching on xenophobia and the unthinkable lengths some people are willing to go to achieve the thrill of enacting violence on another. Director Eli Roth presides over the culminating madness as if he were conducting a symphony, taking a terrifyingly plausible premise and then cooking it for all it's worth. "Hostel" is intense, unapologetic and brave, and in Roth is a filmmaker to rival the genre's best—think of him as a bloodier Alfred Hitchcock or a radical version of old-school John Carpenter.

Babel - "Babel" is a dramatically rich and thematically intoxicating drama circling around four groups of characters over three continents who are all fundamentally linked by a deadly rifle. That gun, however, which sets off a chain reaction forever altering the lives of its characters, is really only a plot device. What director Alejandro González Iñárritu is more interested in exploring is the core breakdown of communication between people in a fast-moving world that barely slows down long enough to hear what each other are saying. "Babel" is a deliciously complex and weighty spellbinder that clings to the viewer's memory long after it is over, and in the breathtaking debut performance from Rinko Kikuchi, as a deaf teen living in Japan who is will to do whatever it takes to earn the acceptance she craves, is one of the year's crowning acting achievements.

Cars - Reimagining the world with a population consisting of nothing but living, breathing automobiles, "Cars" may be the strongest effort from Pixar Studios, to date—the most aesthetically beautiful, the most soundly written, and maybe, just maybe, the most meaningful. Directed by John Lasseter, "Cars" doesn't necessarily have the boundless originality of, say, 2001's "Monsters, Inc." or 2004's "The Incredibles," but it is a fuller, more thoughtful experience, equalling and even surpassing the loftier heights set by 1999’s "Toy Story 2" and 2003's "Finding Nemo." Equipped with unhurried pacing and a restrained tone to go along with his truthful message of slowing down one’s life enough to respect and take heed of his or her surroundings, Lasseter is in firm command of his stirring premise and delightful characters. Younger children will be enamored with the rainbow colors of the flawless computer animation, the race car driving, and the unforced comic relief. As for older children and adults, the experience shall be nothing short of absorbing, charming, lyrical, and even deeply touching.

United 93 - Forget Oliver Stone's dull, maudlin, commercial "World Trade Center." In a year that had U.S. audiences questioning whether or not the country was ready for movies about 9/11, "United 93" will be the one worth remembering as an extraordinary, eye-opening testament to a tragic chapter of American history. Superbly shot in cinema verite style by director Paul Greengrass, the film is starkly realistic and achingly intimate. In no way an easy motion picture to behold, "United 93" is nonetheless a cathartic one, displaying rays of hope and courage even in the face of the most dire and potentially hopeless of circumstances.

Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan - Pay no mind to the oversaturation and overall pop-cultural onslaught that has come with fictional Kazakhstani reporter Borat's premiere feature film. Consider, instead, what "Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan" is: a comedic masterpiece, a razor-sharp satire, an inglorious mirror with which to show the ugly, laid-back prejudices that still very much exist in this world, and a nearly nonstop laugh riot for which the term "fall-down-funny" is not hyperbole. With any justice, Sacha Baron Cohen will be nominated—and should win—the Academy Award for Best Actor. In Borat, Cohen has created from the bottom up one of the all-time most original, un-PC and yet lovable screen characters, the kind that will be remembered long after most of us are forgotten.

Children of Men - A thinking person's science-fiction picture without a flying car, alien or robot-gone-haywire in sight, director Alfonso Cuaron has crafted a brutal, unflinching, awe-inspiringly believable vision of what could be. In telling of a near-future where women are no longer able to conceive and the end of the world is less than a century away, "Children of Men" is remarkable in both the ideas it presents and in the creativity brought to its filmmaking. Extraordinarily moving, to boot, the movie is overflowing with ideas and, in the camerawork by Emmanuel Lubezki, technical artistry of the highest order. "Children of Men" is a consistently tense, demanding and altogether exhilarating experience, an instant new classic of the sci-fi genre.

Inland Empire - 2006 may have been a year where cinematic innovation was in desperate need, but David Lynch's "Inland Empire" offers something that, I assure you, has never, ever been captured before on film. At once seeming to have been created on the spot and meticulously designed, "Inland Empire" is a phantasmagoric nightmare sprung to life. It defies description, burrowing to corners of the human psyche so dark and unsparing that many people won't want to go there. For the rest of us, it is a masterpiece of narrative layers, hidden meanings and semiotics so imaginative, frightening, freakish, devastating and brain-twisting that it makes the viewer want to start from the beginning and rewatch it the second its three-hour mind trip is initially over. The cinematic world is filled with so many cookie-cutter affairs that it is a welcome respite to be presented with something that plays like a puzzle box not meant to be solved. And yet, profundity does emerge amidst its impenetrable nature. In one respect, "Inland Empire" is about the Hollywood world in general and the need to be accepted within it, where aging or unpopular actresses can be spit out just as fast as their souls are eaten up by the allure of fame. On the other hand, it takes a cynical but truthful stance against the robotic reprogramming of society, where consumers are trained like animals to swallow whatever is placed in front of them. At its center is the Alice of the film—Laura Dern in a performance of blinding beauty and wrenching heartbreak—tumbling down the rabbit hole, bypassing Wonderland altogether, and finding herself through the looking glass of a world she scarcely recognizes. "Inland Empire" isn't just a brilliant motion picture; it's a work of staggering art.