As students don their sweaters and stores set out their Easter decorations, fall approaches. The change in weather also brings some of the best films of the year. Though it has been an odd year for movies (most of the greatest ones of the year were initially not taken seriously), fall promises surprises since so many filmmakers have kept their projects away from public view. Fall looks poised with many potential breakouts and many potential flops.

Here are the 10 most anticipated films of fall (and winter—I cheated a bit).

10 “Revolutionary Road” Based on the novel by Richard Yates, a young suburban couple (played by Kate Winslet and Leonardo DiCaprio) in the 1950s struggles to maintain their marriage and raise their children. It sounds a bit general, but the trailer was refreshingly mature and reminded me of “Little Children.” Though director Sam Mendes seems to be gradually spiraling downward, he did once make “American Beauty.” The film also stars Michael Shannon and Kathy Bates. Winslet is always good, and DiCaprio seems to be finding his stride. I just hope DiCaprio can return to Oscar-winning form and deliver a powerful, insightful drama. Opens Dec. 26 in limited release.

9 “Frost/Nixon” Director Ron Howard brings the Tony Award-winning play to the big screen with Oscar-nominee Peter Morgan (The Queen) penning the adaptation of his own original play. Unlike many stage-to-screen endeavors, this one preserves the two leads: Michael Sheen as David Frost and Tony Award-winner Frank Langella as Richard Nixon. The story restages the series of interviews between Frost and Nixon as Nixon slowly reveals more of himself than he ever cared to after resigning post-Watergate, while Frost gives him “the trial he never saw.” This should be an intense, moral drama with rapid-fire dialogue—that is if Howard can resist the urge to, well, “DaVinci Code” it. Kevin Bacon, Oliver Platt, Toby Jones and Sam Rockwell round out the ensemble. Opens Dec. 5.

8 “Quantum of Solace” James Bond No. 2, if you’re counting “Casino Royale” as a reboot. I am, because it was the best Bond film since “Goldfinger.” Bond is back and ready to make up for the cheesy dialogue and ridiculous bad guys and gadgets that plagued the late Pierce Brosnan films. Daniel Craig is the best Bond since Sean Connery, bringing a dark past and moral complexity to 007. Marc Forester calls the shots this time around, and the trailer was reminiscent of a Bourne sequel. Also, side note to music fans: The coveted theme song job will be filled by Jack White with the help of Alicia Keys. Intriguing, no? Here’s to the hope that the success of “Casino Royale” will transfer to this film and not get lost in that title. The only thing that would perfect this franchise’s retooling is Ricky Gervais or Hugh Laurie as Q. Opens Nov. 14.

7 “Waltz with Bashir” – Part documentary, part docudrama, this animated offering from Israel recounts the Israeli Army’s march into the first Lebanon War of the early ’80s. “Bashir” debuted at Cannes in 2008, where it received a standing ovation and was shortlisted for the Golden Palm award. Look for this film to make a double appearance at the Academy Awards on the Animated Feature and Foreign Film nominee list. Opens Dec. 26.

6 “Slumdog Millionaire” – The story of an impoverished Indian teen and his quest to appear on the Hindi version of “Who Wants to Be a Millionaire?” Why? Because it’s the favorite TV show of the girl he’s trying to woo. Director Danny Boyle (“28 Days Later,” “Trainspotting”) has spent the last decade or so reinventing genres and telling jaw-dropping stories like “Millions” and “Sunshine,” all the while flying under the radar of the Academy. Boyle is big in England but has yet to gain more than cult status in America. This film looks to be more along the lines of his 2004 effort “Millions” and has garnered quite a bit of attention and several rave reviews after its debut at the Telluride Film Festival and appearance at the Toronto Film Festival. Boyle has a knack for roping his audience in by letting them care for the characters. Opens Nov. 26 in limited release.

5 “Milk” – I thought nothing about this film until I saw the trailer. It’s the story about Harvey Milk of San Francisco, the first openly gay person elected to public office. Needless to say, his life and efforts represented a breakthrough in American politics and inspired millions to question conventions and fight for their rights for equal treatment. Sean Penn seems to be in top form, and he is supported by Josh Brolin, Emile Hirsch and James Franco. Though he has had much success in the indie world with “Elephant” and “Paranoid Park,” Gus Van Sant has not made a mainstream film since “Finding Forrester” in 2000. However, I think “Milk” will deliver. Opens Dec. 5.

4 “The Wrestler” – No one had so much as heard of this latest offering from Darren Aronofsky until its debut at the Toronto Film Festival this year. Most dismissed it as Aronofsky selling out or going mainstream after his most personal effort, “The Fountain,” failed to find an audience. I, too, dismissed it, since he seems strongest when dealing with craziness and the mind destroying itself, as in “Pi: Faith in Chaos” or “Requiem for a Dream.” This character drama follows Randy “The Ram” Robinson, a washed up wrestler, as he quite literally fights his way through the independent boxing circuit for one final showdown with a formal rival. I hate wrestling, but I love comeback stories, and this film’s greatest comeback story looks to be not Robinson’s, but Mickey Rourke’s, who plays Robinson. He received raves at Toronto and claims that his is “the comeback of the year.” Rumors say that Aronofsky offered the role to Rourke by saying, “you used to be a respectable actor, but I don’t know what the hell happened. This will help put you back on the map.” “The Wrestler” took home the Golden Lion at the Venice Film Festival and received acclaim as well for Aronofsky’s directing and the supporting turns from Evan Rachel Wood and Marisa Tomei. If that’s not enough, working for basically nothing, Bruce Springsteen contributed a song to the film because he is such a strong supporter of Rourke and wants to see his comeback as much as the rest of us. Opens Dec. 19.

3 “Doubt” – Meryl Streep as a nun and Philip Seymour Hoffman as a priest in a small room in a shouting match. Enough said. John Patrick Shanley adapts and directs his own Tony Award-winning play in his first film offering since “Joe Versus The Volcano.” The story is about two nuns (the other played by Amy Adams) who suspect a priest of having “unwholesome relations” with the only African-American child in a Catholic grade school in the 1960s. Stage veteran Viola Davis plays the boy’s concerned mother. Having read the play, I can tell you it features many dialogue-heavy scenes where characters debate issues of faith, doubt, evidence, suspicion and where to draw the line between intervening and just letting things go. Watching the trailer, Streep immediately reminded me of a nun I had in third grade and my blood curdled. Based off the trailer alone, I’d say the Crowned Queen of Oscar will probably get her 807th nomination this year. Opens Dec. 12 in limited release.

2 “The Curious Case of Benjamin Button” – This latest effort from David Fincher (“Seven,” “Fight Club,” “Zodiac”) looks like a change of pace from its gorgeously hypnotizing trailer. Based on a short story by F. Scott Fitzgerald (that “Great Gatsby” guy), this is the story of a man born old who ages backward to infancy and stars Brad Pitt, Cate Blanchett (the next Ms. Meryl Streep) and Tilda Swinton. The real test here is whether Fincher can move his audience. We know he can entertain with his Kubrick-esque attention to detail, but this story calls for some emotional punch not necessary in Fincher’s earlier work. “Button” should be a feast for the eyes and imagination and is my early prediction for Best Picture of the Year. Opens Dec. 25.

1 My most anticipated film of the rest of 2008 is… “Harry Potter and the Half-Blood Prince.” Oh, what’s this, they’ve moved it to next July for no apparent reason and devastated many teens and immature college students. Bloody hell! Where’s my firewhiskey? Well, I guess I’ll have to say “Synecdoche, New York” then. Writing extraordinaire Charlie Kaufman makes his directorial debut for this tale of Caden Cotard (Philip Seymour Hoffman again) a theater director who tackles his passion project, a play about his own life that he can’t end. He buys a warehouse to build a life-sized replica of New York in, including a miniature warehouse where his play takes place, which has a replica of New York inside of it, with another warehouse and so on… Sets of sets and extras playing extras playing real people: This sounds like head-tripping fun! Yeah, it’s Kaufman, (“Being John Malkovich,” “Adaptation” and “Eternal Sunshine of the Spotless Mind”) so it’s meta. Catherine Keener, Michelle Williams, Hope Davis, Tom Noonan, Jennifer Jason Leigh, Emily Watson, Samantha Morton and Dianne Wiest round out the cast. “Synecdoche,” set in Schenectady, New York, debuted at Cannes to mixed reviews. A.O. Scott called it “a miracle movie,” while others were puzzled and needed a second viewing. If you don’t understand Kaufman, I’d stay away, but if you think Kaufman is the second coming of…well, Kaufman (how’s that for meta?), this should be a rare treat. Random trivia: the zip code for Schenectady is 12345. Opens Oct. 24 in limited release.