Thanks to good films that people actually wanted to see, attendance at the nation’s movie theaters in 2006 shot up 3.2 percent over the previous year’s lackluster performance.

The box office boom was led by two Disney films, the adventure fantasy Pirates of the Caribbean: Dead Man’s Chest and the animated fantasy Cars. Neither received anywhere near unanimous praise from critics, but we naysayers didn’t stop the public from lining up to see them in droves. And when Dead Man’s Chest was released to video, a few weeks ago, overnight it racked up the biggest DVD sales ever.

Neither film made my 10-best list this year. But then neither made the worst, either, although Cars came a bumper close. Dead Man’s Chest seemed like nothing more than a very long commercial bridge to the third Pirates of the Caribbean movie, due May 2. So two of the year’s biggest films disappointed me. Ho hum.

It was a year of twos, in fact. Pirates of the Caribbean: Dead Man’s Chest was Number 2 in the series trilogy. But there were also Ice Age 2: The Meltdown, The Grudge 2, and jackass number two.

There were two Woody Allen films on screen this year — the Hitchcock-style suspense thriller Match Point; the comedy-thriller Scoop — both made in London and both getting respectful reviews and a slightly larger audience than Allen films have attracted lately.

Magic played a major part in two films (three if you count Scoop) — The Illusionist and The Prestige.

There were two Supermans, too. The much ballyhooed, $150-million Superman Returns starred Brandon Routh as an introspective Man of Steel. Hollywoodland starred Ben Affleck as George Reeves, TV’s Superman in the early 1950s, in a film that pondered whether his reported suicide was really murder.

Clint Eastwood directed two films about the bloody World War II (yes, II again!) battle of Iwo Jima. Flags of our Fathers told the story from the American viewpoint. Letters from Iwo Jima is a Japanese-language film told from the Japanese side, but only opened in a handful of cities before the end of the year in order to qualify for Academy Award consideration.

The year saw two movies about the terrorist attacks on the United States on Sept. 11, 2001. United 93 put viewers on the ill-fated flight that crashed in a Pennsylvania field after the passengers tried to overcome the terrorists who had taken over the plane. Oliver Stone played it without his usual flamboyant embellishments in World Trade Center, the true story of two policemen who were trapped for more than 24 hours in the rubble of one of the collapsed towers.

Two Will Ferrell films: He played an egotistical NASCAR driver trying to claw his way back to the top of the heap in the goofy Talladega Nights: The Ballad of Ricky Bobby. He then did a 180-degree turn in the offbeat Stranger Than Fiction as a man whose well-ordered life is turned upside down when he discovers, through a voice in his head, that he is a character in a book and that the author is about to kill him off. Unfortunately, the two movies proved that an obvious, goofball comedy paid off far more handsomely than offbeat humor.

Two movies about queens: Helen Mirren was astonishingly convincing as Queen Elizabeth II of England as she pondered the death of her former daughter-in-law, Princess Diana, in The Queen. Kirsten Dunst played the last queen of France, who went from the magnificence of Versailles to the guillotine in Marie Antoinette.

The spell of the twos was broken with computer animated films, of which there seemed to be no end at all. Just at the point where it seemed Over the Hedge, Ice Age 2, The Ant Bully, Monster House, Hoodwinked, Open Season, Barnyard and Flushed Away were about to merge into one long Technicolor blur, along came the dancing penguins of Happy Feet to chase all the blues away.

Into that cheerful atmosphere comes the good news that for the first time in many years it was difficult cutting down the many candidates vying for my year’s 10-best movie list, while I had to dig deep to come up with 10 for the worst list.

The best pictures of the year:

The Departed. If Martin Scorsese doesn’t win an Academy Award for this gut-wrenching gangster film, then he never will win one. The thrilling police drama about a South Boston gangster and his father-son relationship with two younger men — one upright, one shady — was a twisty tale of shadowy meetings, double crosses, triple crosses and double lives. Two of the film’s main characters were not who they seemed to be, hiding their true identities and using their make-believe ones at cross purposes — one on the side of the law; the other on the side of corruption. With grand performances by Jack Nicholson — devilishly cute one minute; cutthroat the next — Leonardo DiCaprio, Mark Wahlberg, Martin Sheen and Matt Damon, this is the picture of the year.

Apocalypto. This rollicking adventure film was the ultimate survivor movie, set in the Mayan Empire of Central America just before the arrival of the Spanish conquistadors. At that start, a native is captured in a raid on his village by savage warriors who take him to the Mayan capital to be a human sacrifice. But he escapes and tries, against all odds, to get back home to rescue his pregnant wife and young son, left hiding in a deep pit, but bloodthirsty warriors with spears are hot on his trail through the lush jungle.

Director Mel Gibson, who shot the film in a little-known language akin to that spoken by the Mayans, created a film that’s in the tradition of the best movie serials of the 1940s and ’50s, putting the hero into impossible cliffhanger situations, then seeing how they can get out of them. In Apocalypto, Gibson managed a difficult balancing feat with magnificent clarity and grace — setting us down in a far different place, so alien to our own, making it come alive, creating characters who were as real as we and then setting them on the road to breathtaking thrills.

The Queen. A mix of historical fact and sheer conjecture, The Queen was a fascinating — albeit “What if?” — behind-the-scenes look at what went on (or might have gone on) in Britain’s royal household following the death of the Princess of Wales in a Paris car wreck in 1997. For the royals, who hunkered down at the queen’s Balmoral estate in Scotland, it was a public relations nightmare as they tried to ignore the tremendous outpouring of public grief for “the people’s princess” which enveloped Britain overnight.

Helen Mirren was not only a dead ringer for Queen Elizabeth II, but got to the heart of a queen who ultimately came across not as a cold-hearted monster but as a victim of hundreds of years of stuffy tradition and moribund protocol. By the end of this very fine film, Mirren had made this very stiff woman, who hated the flamboyant Diana and the headlines of woes she had brought down up the royal family, not only human, but sympathetic as well.

The Devil Wears Prada. Hilarious, fast paced and deliciously wicked, this modern-day Cinderella tale that skewered the arbiters of fashion taste and their insular little universe of designer shows and reed-thin models was a surprise hit that appealed to both women and the men they had dragged along to see it.

The back-stabbing tale followed the harrowing career of a naïve, unfashionable young woman who becomes an assistant to the icily demanding editor of a high-fashion magazine. Meryl Streep gave a bravura performance as Miranda Priestly, a woman audiences loved to hate.

Imperious and regally dismissive, one of Miranda’s withering stares could force a designer to change his entire line or prod her dowdy new assistant out of her sensible shoes and into something sheer and black with accessorized stiletto heels. With Streep’s marvelous sense of comic timing and a clever script, The Devil Wears Prada was devilish fun.

V for Vendetta. Loosely based on a graphic novel and set in a near-future Britain, where an iron-rule government manipulated the media and constantly issued terror alerts to keep the public in line, the film certainly seemed up-to-the-minute pertinent to current events in the United States. A rousing and provocative adventure tale, it followed one man’s campaign of vengeance to tear down a totalitarian state that ruled by fear.

With a plot that played like a traditional detective story and a masked hero who recruited a young woman in his scheme to blow up Parliament, V for Vendetta parodied current events, something that made it linger in the mind even as it posed the question of whether terrorism was sometimes necessary when it came time to battle repression.

The Illusionist. Murder, mystery, romance and a touch of the supernatural were the heady ingredients of this magical film set in the fairy tale world of 19th-century Vienna. But there was nothing old-fashioned about writer-director Neil Burger’s film, which was played out as a grand, flamboyant mystery with a great deal of suspense and anxiety.

After lulling the audience into complacency, Burger pulled the rug out from under us to the point where one wondered how the story could possibly continue. Edward Norton starred as a celebrated magician who seemed to have the knack for conjuring up the spirits of the dead and place them beside him on stage. Early in the film he said that everything we’d see was an illusion, a trick. That line was repeated again at the end of the film and by then one realized it was all too true in a movie that was full of surprises and great fun to boot.

The Pursuit of Happyness. For all its frustrations, heartaches and desperation, this was the season’s feel-good movie, even though it took a long, cold look at the harsh underside of the American Dream. In this based-on-a-true-story film, Will Smith played a man who took two steps back for every step he moved ahead.

When his wife left after becoming exasperated with his failing get-rich-quick scheme, he fell further into the hole by taking an unpaid internship at a stock brokerage, hoping to learn the ropes and win one of the few permanent jobs there. But as his finances were stretched to the breaking point, he found himself moving, with his 5-year-old son in tow, to a motel and then, when he couldn’t pay the bill, to a homeless shelter. Hardly the stuff found in most American movies, The Pursuit of Happyness dared to tackle unpleasant themes and find something both socially conscious and heartfelt.

Little Miss Sunshine. The plot of this audience-pleasing dark comedy revolved around a wonderfully dysfunctional family which, despite their many separate issues, problems and frictions, banded together around a 7-year-old girl who had decided that she wanted to enter a kiddie beauty pageant, even though muffin-faced, olive-shaped Olive seemed a most unlikely contestant. Putting aside their own deep-seated problems and larger-than-life dreams, they hit the road in an on-its-last-legs VW bus for adventures that were hysterically nutty, yet with a sense of self-discovery and truth.

A Prairie Home Companion. For his final film, Robert Altman, the celebrated director of M*A*S*H and Nashville who died last month, and writer Garrison Keillor, turned Keillor’s long-running offbeat radio show, an ode to the life and foibles of Minnesotans, into this crazy quilt film that patched together the songs and skits from the show with an eerie subplot about a mysterious woman dressed in white who hovered on the fringes of the stage.

The all-star cast —Meryl Streep, Kevin Kline, Lily Tomlin, Lindsay Lohan, Woody Harrelson, John C. Reilly, Tommy Lee Jones, Virginia Madsen — made for an ensemble who created, like Keillor’s radio show, a homey and friendly kind of film that had a surprising little kick at the end. When it was over, one felt just as sorry as the radio stars that their show had come to an end.

Marie Antoinette. With its funky rock music blaring during the credits, interrupted by a quick shot of a bewigged Kirsten Dunst swiping pink frosting off a cake, it was clear from the start that Sofia Copppola’s film wasn’t going to be some stodgy rehash of French history. Actually, Coppola stuck pretty close to historical facts in her telling of the doomed reign of the last queen of France, even shooting much of the film at the palace of Versailles, where the story unfolded in the 18th century.

But Coppola’s conceit was that Marie Antoinette was one of history’s most misunderstood people and she set out to prove it, convincingly, in this opulent, eye-opening, rocking, trendy new view of the past. OK, so maybe Marie Antoinette didn’t have tunes by Bow Wow Wow and Siouxsie and the Banshees running around inside her head. But one had to admit that Coppola’s Marie Antoinette rocked.

Runners up included United 93, World Trade Center, Flags of Our Fathers, Dreamgirls, Hollywoodland, American Dreamz and Happy Feet.

Along with the good, comes the bad. There would have been many, many, many candidates for my 10-worst list if I hadn’t been so finicky. You won’t find films such as Beerfest or The Grudge 2 here, movies that their makers clearly knew were destined to be bottom-of-the-heap material. No, the films on my list had to have been made by respected filmmakers who clearly had set out to create a solid work, only to have something go wackily, disarmingly wrong in the process.

That means, for instance, that you won’t find Basic Instinct 2 here either. Obviously the filmmakers, egged on by star Sharon Stone, had set out to make something outrageously off the wall from the start. They succeeded in that less-than-lofty goal far beyond their wildest dreams in a film that was so bad it was hilariously entertaining. It was right up there with the ranks of jackass number two and Borat, two films that were so boldly politically incorrect that they broke new ground while pulling in big audiences.

That said, here’s my bottom of the barrel:

Lady in the Water. M. Night Shyamalan was Hollywood’s (and Disney’s) darling after he had captivated audiences with The Sixth Sense, Signs and, to a lesser degree, The Village. But a little boy who saw dead people and a family terrorized by aliens from another world were one thing. Lady in the Water, about a nymph-like creature from an ancient Asian fairy tale who turned up in a Philadelphia swimming pool and just wanted to get back to her world was too much even for the Disney fantasy factory.

Shyamalan, who based his script on a bedtime story, threw a hissy fit when Disney said no to his film. Warner Bros. looked at the script and, knowing Shyamalan’s track record, gave him the money. They wound up disappointed, but not as much as the people who had bought tickets.

The Last Kiss. Based on an entertaining Italian film, this anti-romantic American version fell flat in its raging meditation on the inability of some men on the verge of 30 to make a lifetime commitment. The overall effect was of a bunch of whiny, self-centered people who were unhappy with their cushy lives either trying to break with their responsibilities or run away from them. The Last Kiss was the Last Straw.

Nacho Libre. Even the buoyantly anything-goes Jack Black couldn’t save this silly film about a cook at an impoverished Mexican orphanage who put on a mask to wrestle in the off-the-wall Lucha Libre ring.

The film worked only in fits and starts with a script that simply wasn’t funny enough to match Black’s wild streak. Besides trying to cook up an unfortunate romance between Black’s character and a nun-in-training at the orphanage, the wrestling matches were embarrassingly inept. The film’s open-ended finale stirred the frightening thought that the producers might actually be planning Nacho Libre Dos.

The Black Dahlia. Brian De Palma took James Ellroy’s fiction book, which had “solved” the unsolved 1947 real-life murder of a Hollywood starlet, and turned it into a movie that was a convoluted catastrophe. Its characters tripped over one another and became more and more cartoonlike as the movie wore on.

Two subplots — one about a romantic triangle involving two young cops who were trying to solve the murder; the other about a wealthy woman of easy virtue who held clues to the slaying — further tangled the film so much that even grisly shots of the murder scene failed to rescue it.

Running Scared. The year’s most unpleasant movie came with rub-your-nose-in-it violence, which might not have been a bad thing if some of it weren’t also so weirdly bizarre. Paul Walker played hapless, mobster wannabe Joey Gazelle who was supposed to get rid of the gun his Mob buddies had used in their murders. Instead, Joey hid it in his basement “for insurance.”

But when the gun was stolen by a 10-year-old boy out to shoot his abusive stepfather, Joey went on the run to find the boy and the gun ahead of the police or the mobsters. In his prowls through the underbelly of nighttime New Jersey, Joey ran across a sleazy, oddball collection of characters. At one point, the foul-mouthed Joey’s wife assured him that although he was shady, sleazy and mixed up with the wrong people, he wasn’t evil. Maybe not. But this movie was.

You, Me and Dupree. Owen Wilson tried to build on the energy and good will he’d created in last year’s Wedding Crashers, but crashed to earth in this listless, dreadfully unfunny comedy in which he played a houseguest who had long overstayed his welcome but didn’t realize it.

Wilson’s Dupree, who moved in with his newly married friends, had the unerring knack of wreaking destruction on everything he touched, including the toilet, the new sofa, the roof gutter and the couple’s marriage. It was one disaster after another in the script, but the biggest disaster was the movie itself.

My Super Ex-Girlfriend. This strange hybrid movie — part kiddie superhero adventure movie, part romantic sex comedy — had Uma Thurman as a Wonder Woman type who fell in love with an ordinary guy, then plotted spiteful revenge when he dumped her for a mortal woman. The film was an odd mix of a not-so-funny sex farce and an adventure movie with a character who rapidly transformed herself from heroine to villain.

Eragon. Based on a best-selling novel about a boy who raises a dragon and goes on to ride her in battle against an evil king, Eragon was primed to be one of the holiday season’s biggest hits. And it might have been if they’d spent as much money developing the script as they had on the terrific special effects. With its ponderously pompous dialogue, one-dimensional characters and familiar depth-free story of “Good wrestling the Dark Forces of Evil,” Eragon went downhill swiftly.

All the King’s Men. This slightly updated (to the 1950s) remake of the 1949 best picture Academy Award winner about a flamboyant Louisiana governor who is corrupted by power, became so caught up in the complexities of behind-the-scenes political deals that the over-the-top performance of Sean Penn seemed merely over the top.

The film was not so much about Penn’s Willie Stark, but about a crusading newspaper reporter, played by Jude Law in one of the year’s most boring performances, who had hitched his star to Willie. Without any heroes to cheer and a lot of extraneous and surprisingly tedious baggage, the film fell apart.

Hoodwinked. This tongue-in-cheek spin on “the truth” behind the Little Red Riding Hood fairy tale had an all-star cast, but wasn’t barbed enough or funny enough to win the hearts of anyone over the age of 5. Red, Granny, the Wolf and even the Woodsman who came to Granny’s rescue become suspects in a police case involving stolen cookie recipes.

The chief inspector, a green frog, began interrogating each of them and each told a slightly different story. The Wolf had been undercover, looking for the recipe thief, he said. The Woodsman said he was really an actor who was practicing chopping trees so he could try for a part in a TV commercial. Granny had a secret double life. And surely Red couldn’t be as sweetly naïve as she seemed, not with those Ninja kicks of hers.

There were songs, too, which were even more uninspired than the script. The animation made it look as though the human characters were wearing plastic masks.