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The Dallas-Fort Worth Film Critics Association voted Clint Eastwood's character-driven drama "Million Dollar Baby" as the best film of 2004, according to the results of its 11th annual critics' poll.

Rounding out the composite list of the top 10 films of the year were "Sideways" (2), "Finding Neverland" (3), "The Aviator" (4), "Eternal Sunshine of the Spotless Mind" (5), "Ray" (6), "Kinsey" (7), "The Incredibles" (8), "A Very Long Engagement" (9) and "Hotel Rwanda" (10).

For Best Actor, the association named Paul Giamatti for "Sideways." Runners-up included Jamie Foxx for "Ray" (2), Leonardo DiCaprio for "The Aviator" (3), Johnny Depp for "Finding Neverland" (4) and Don Cheadle for "Hotel Rwanda" (5).

Hilary Swank was voted Best Actress for "Million Dollar Baby." Next in the voting were Imelda Staunton for "Vera Drake" (2), Kate Winslet for "Eternal Sunshine of the Spotless Mind" (3), Catalina Sandino Moreno for "Maria Full of Grace" (4) and Annette Bening for "Being Julia" (5).

In the Best Supporting Actor category, the winner was Thomas Haden Church for "Sideways." He was followed by Morgan Freeman for "Million Dollar Baby" (2), Jamie Foxx for "Collateral" (3), Clive Owen for "Closer" (4) and Peter Sarsgaard for "Kinsey" (5).

For Best Supporting Actress, the association named Virginia Madsen for "Sideways." Runners-up included Cate Blanchett for "The Aviator" (2), Natalie Portman for "Closer" (3), Laura Linney for "Kinsey" (4) and Meryl Streep for "The Manchurian Candidate" (5).

Martin Scorsese was voted Best Director for "The Aviator." Next in the voting were Clint Eastwood for "Million Dollar Baby" (2), Alexander Payne for "Sideways" (3), Marc Forster for "Finding Neverland" (4) and Pedro Almodovar for "Bad Education" (5).

The association voted "A Very Long Engagement" as the best foreign-language film of the year. Runners-up were "The Motorcycle Diaries" (2), "House of Flying Daggers" (3), "Bad Education" (4) and "Maria Full Of Grace" (5).

"Fahrenheit 9/11" won for Best Documentary over "Tarnation" (2), "Super Size Me" (3), "Riding Giants" (4) and "Festival Express" (5).

"The Incredibles" was named the best animated film of 2003, with "Shrek 2" as runner-up. The award for Best Cinematography went to Christopher Doyle for "Hero," followed by Xiaoding Zhao for "House Of Flying Daggers." "Christmas With the Kranks" was voted the worst film of the year.

The association voted "Maria Full of Grace" as the winner of the Russell Smith Award, named for the late Dallas Morning News film critic. The honor is given annually to the best low-budget or cutting-edge independent film. The Dallas-Fort Worth Film Critics Association consists of 63 broadcast and print journalists from throughout North Texas.