The 50 Best Movies of 2012

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From the most independent art films to the biggest studio releases, documentaries and narratives from around the world, we present the 50 best movies of 2012.

As Frank Sinatra never sang, it was a very strange year. Filmmaking in 2012 didn’t produce a true masterpiece like The Tree of Life, our runaway top movie of last year. But this year’s movies had a good bit of bench strength, to borrow a sports analogy, and top to bottom, the list of 2012 films may be just as strong as 2011’s. The debate over our best movie of 2012 really came down to three very deserving films, and we would have been comfortable naming any of them Number 1. Read through to find out where the chips fell, and please let us know what your own favorites were. Here are the 50 Best Movies of 2012:

Note: We use U.S. release dates for our classification, which is why occasionally some Oscar-nominated movies (Monsieur Lazhar) and even Oscar-winning movies (Undefeated) get included in lists seemingly a year late).

50. Damsels in Distress
Director: Whit Stillman
It would be difficult for anyone to live up to Whit Stillman’s first three films, Metropolitan, Barcelona, and The Last Days of Disco. Even for Stillman himself. To his credit, he doesn’t try. Damsels concerns itself with some of the same themes as that cherished triad, but Stillman’s setting (a college, this time) and tone (more surreal, looser) are completely different. The experiment isn’t completely successful, but it’s exciting to see a filmmaker as talented as Stillman stretch his wings. And the writing is sharp enough (he’s still one of the top two or three dialogue writers alive), and the performances smart enough (especially the wonderful Greta Gerwig), that he keeps us well entertained along the way. -Michael Dunaway

49. 21 Jump Street
Directors: Phil Lord, Chris Miller
I’ll admit it. I groaned inwardly when I first heard they were making a 21 Jump Street movie. There was even some communal, commiserative groaning in a conversation or two with movie-going friends. A movie based on a Fox television series remembered mainly for helping launch the career of Johnny Depp and briefly reminding the world that Dom DeLuise had a son—does it get any less exciting than that? Months later, after actually seeing the new Jonah Hill/Channing Tatum film, I take those groans back. Against all odds, 21 Jump Street is an immensely enjoyable, frequently hilarious film. -Michael Burgin

48. Ruby Sparks
Directors: Jonathan Dayton, Valerie Faris
Given her lineage, it’s no surprise that Zoe Kazan’s debut as a screenwriter results in a charming, heartfelt romantic comedy that is nothing less than sheer pleasure to watch from start to finish. Inspired by the Pygmalion myth, it also doesn’t hurt that Kazan’s script is directed by Jonathan Dayton and Valerie Faris, the duo that brought us the unexpectedly extraordinary Little Miss Sunshine six years ago. Although not in the league of the indie masterpiece that was Sunshine, Ruby Sparks delivers an unpredictable, feel-good experience that manages to remain surprisingly sincere. -Caitlin Colford

47. Undefeated
Directors: Daniel Lindsay, T.J. Martin
Undefeated is such a well-meaning, heart-on-its-sleeve documentary that one feels morally obligated to write words in praise of it. In fact, anyone admitting to a dislike of the film runs the risk of being called a heartless crank. Having scored a 2012 Academy Award win in the Best Documentary category, it’s safe to say that Oscar voters are not in the camp of doubters and naysayers. -Jay Antani

46. Little Birds
Director: Elgin James
The Salton Sea is a fascinating enough topographic anomaly all its own, but these days, with its resort-heyday past and its crumbling decaying present, it’s an eerie post-apocalyptic setting for any number of situations. Which makes it an ideal setting for a story of desperate adolescent ennui and longing, and its accompanying dangers, which is what writer/director Elgin James has given us. James is a former gangbanger who, in introducing the film, touchingly referred to filmmaking as saving his life. His life experiences prove valuable in convincingly creating the skater-punk underworld in LA that his two main characters, teenage girl best friends, evetually end up exploring. But it’s the relationship between the two, drawn out by two wonderful performances by good girl Kay Pannabaker and bad girl Juno Temple, that is the real showstopper. Temple, in particular, is headed for stardom. -Michael Dunaway

45. 2 Days in New York
Director: Julie Delpy
A matchless New York romantic comedy with language full of smarts and crudeness, 2 Days in New York brings audiences a hilarious 48-hour portrait of an atypical modern family. Julie Delpy’s intellect and talent as a writer/director/actress are undeniable, leaving one to wonder why she doesn’t participate in this Hollywood juggling act more often. In a season where critics and audiences continue to praise comedic female writing and directing, Julie Delpy should receive nothing less than a standing ovation for 2 Days in New York, a lively example of sharp and entertaining filmmaking. -Caitlin Colford

44. Safety Not Guaranteed
Director: Colin Trevorrow
At the last few Sundance Film Festivals, a running joke has developed about the ubiquity of Mark Duplass. It seems like if he’s not writing and directing an independent film with his brother Jay (Cyrus, Jeff, Who Lives at Home), he’s producing and/or starring in another. But while indie film fans may feel like they’ve gotten a handle on Duplass’s hipster vibe, his performance in Safety Not Guaranteed shows that he can be mysterious as well as funny, brooding as well as charming. -Jeremy Matthews

43. Blue Like Jazz
Director: Steve Taylor
Donald Miller’s faith struggle results in a kind of dual apology—a public one for the negative actions of the church machine, and a private one to the purest part of his faith for turning his back on it. Whether this will make the film accessible or isolate it is difficult to predict. (While it should speak profoundly to those within the faith, those outside “the church” don’t necessarily spend much time worrying about what Christians think of their own Christianity.) That said, Blue Like Jazz is as entertaining and exuberant as one could possibly desire in a coming-of-age story. As a result, it deserves a serious look from audiences outside its target demographic. When all else is stripped away, Donald’s search is one for personal identity and integrity. And that should speak to everyone. -Clay Steakley

42. Bully
Director: Lee Hirsch
Hirsch was able to capture shocking behavior by blending into the fabric of the school while shooting over the course of an academic year. He also wielded a Canon 5D Mark II, which looks like a regular still camera, an equipment choice that also yielded footage that struggles to stay in focus. Still, the camera yields exquisite imagery with the intimate feel of home video, especially in Hirsch’s moving interviews with the parents of Tyler and Ty. More distressing than the actions of the children, however, is the inaction of the adults, who are portrayed as underreacting to the issue and in some cases even blaming the victim. -Annlee Ellingson

41. The Dark Knight Rises
Director: Christopher Nolan
Following up a billion-dollar-grossing, critically acclaimed film is a daunting challenge. As proof, just try counting the times a trilogy capper has exceeded its lauded predecessor. (You won’t need a second hand, nor, perhaps, a second finger.) With The Dark Knight Rises, Nolan brings his A game to bear in an attempt to at least match The Dark Knight in tone, tenor and pace. Returning cast members Christian Bale, Gary Oldman, Michael Caine and Morgan Freeman deliver the solid performances one expects from them in, well, any movie. The Dark Knight Rises also matches its predecessor in the quality and intensity of its action set pieces. As Bat-cycles, Bat-planes and assorted non-Bat vehicles careen about and occasionally crash within the claustrophobic confines of Gotham City, Nolan’s command over every participant—man and machine—reminds the viewer the extent to which the skills of a good director overlap those of a good choreographer. Though it joins the long list of finales that don’t measure up to what’s gone immediately before, that doesn’t mean it’ll be any easier of an act to follow. -Michael Burgin

40. Ai Weiwei: Never Sorry
Director: Alison Klayman
Ai Weiwei is too commanding and fascinating a figure to ignore, and Never Sorry is an excellent showcase for why he matters to the world. Whether he’s photographing himself shattering a Neolithic Chinese vase or stenciling the Coca-Cola logo on an ancient urn, Ai’s artwork always manages to provoke, forcing us to consider the individual’s place at the intersection of history and the future, commerce and heritage, the machinery of the state and the creative ingenuity of a single citizen. -Jay Antani

39. Nobody Walks
Director: Ry Russo-Young
From the outset, Ry Russo-Young’s Nobody Walks surges with sexuality. New York artist Martine (Olivia Thirlby in a cute pixie haircut) flies to Los Angeles to work on her experimental film and gets pulled into a hot make-out session before she even gets out of the parking lot. Turns out her partner is the guy she happened to sit next to on the plane. He’s giving her a ride, and although she doesn’t go all the way, it’s like she thinks—or he thinks, or they both think—that she owes him something, and sex is her currency. -Annlee Ellingson

38. The Hobbit: An Unexpected Journey
Director: Peter Jackson
For all the unique obstacles that Jackson surmounts, The Hobbit falters most in some of the most ubiquitous of cinematic challenges: pacing and realism. (Don’t snicker on the latter—the fantastic works best when the mundane is consistent and recognizable.) That said, the bothersome aspects of _The Hobbit_won’t overwhelm the thrill felt by many (maybe most?) of finally seeing some of the fantasy genre’s most iconic scenes brought to life. The initial meal at Bilbo’s, the troll encounter, and, of course, Bilbo’s first, fateful meeting with Andy Serkis’ exquisitely realized Gollum—they are worth the price of admission. But it’s a closer call than it should have been. -Michael Burgin

37. Silver Linings Playbook
Director: David O. Russell
With leads as winning as Cooper and Lawrence, and Russell’s signature mix of clever and sincere dialogue, the hook is set. Every single detail doesn’t gel—Chris Tucker’s role as Danny, Pat Jr’s escape-prone friend from the treatment facility, seems a bit extraneous—but it doesn’t need to. By the end of the dance competition finale (yeah, there’s that), the audience, actors and director are on exactly the same page—and it’s Russell’s playbook. -Michael Burgin

36. Bernie
Director: Richard Linklater
Bernie is as much about the town of Carthage, Texas, as it is about its infamous resident Bernie Tiede (Jack Black), the town’s mortician and prime suspect in the murder of one of the its most despised citizens, Marjorie Nugent (Shirley MacLaine). Unlike Nugent, Bernie is conspicuously loved by all. When he’s not helping direct the high school musical, he’s teaching Sunday school. Like a well-played mystery, Linklater’s excellent, darkly humorous (and true) story is interspersed with tantalizing interviews of the community’s residents. Linklater uses real East Texas folks to play the parts, a device that serves as the perfect balance against the drama that leads up to Bernie’s fatal encounter with the rich bitch of a widow. The comedy is sharp, with some of the film’s best lines coming from those townsfolk. -Tim Basham

35. The Sessions
Director: Ben Lewin
Hawkes is as wonderful as ever, physically transforming for the role by adopting Mark’s distinct nasal, little-boy voice and lying on a soccer-sized foam ball to achieve the character’s spine curvature. The role wasn’t only physically challenging, however: In the grip of fear, he lashes out at the person he’s hired to have sex with him when she just tries to touch him. He seems wimpy and whiny—unattractive traits that violate voyeurs’ desire that he be stalwart and resilient in his disability. Yet Hawkes also captures Mark’s sensitivity and wit, the aphrodisiacs that ultimately draw women to him. A frank exploration of sex and disability, The Sessions compensates for a minor structural misstep with an acute ear for tone and stellar performances throughout the cast. -Annlee Ellingson

34. Oslo, August 31st
Director: Joachim Trier
Oslo, August 31st is not a story meant to elicit sympathy for the economic straits of its main character as much as for his spiritual straits—his regret, his loneliness, his inability to connect with others. This crisis of spirit is practically palpable as the camera follows Anders around the city. Thin, pale and with sad eyes, he gives the impression of being an apparition. At one point, he sits alone in a coffee shop and listens to bits of conversation around him, merely a fly on the wall. The camera work is elegant and deceptively simple, often imperceptibly dollying forward on intimate moments. Actor Anders Danielsen Lie gives a raw performance, baring a deep sense of melancholy. And though the film provides a gentle wash of dark feelings, one can’t help but feel cleansed by it and more alive when it ends. -Will McCord

33. Rust and Bone
Director: Jacques Audiard
In its treatment of romantic and familial love as both sweet and savage, Rust and Bone has many of the qualities that critics and audiences love about French film (even as it is reminiscent of movies like Fight Club and Million Dollar Baby, and as bloody as a Tarantino revenge flick). It does not care if it moves too quickly, or if it does not commit to one genre, or if it is too unbelievable for words. It only cares to tell a great story and to tell it beautifully, seemingly without pause or hesitation. And even as it mimics the mosaic image we see throughout—a collection of beautiful moments pieced together—in the end, Rust and Bone is finally and absolutely a love story … and a father/son story … and a story of triumph. With standout performances from Schoenaerts, Cotillard (whose various transformations bring on many of the film’s amazing twists and turns), and the entire supporting cast, Rust and Bone is a phenomenal piece of filmmaking. -Shannon Houston

32. This is Not a Film
Directors: Mojtaba Mirtahmasb, Jafar Panahi
This is Not a Film evolves into a provocative meditation on the nature of filmmaking itself: Although he has been barred from directing films, writing screenplays, leaving the country and conducting interviews, Panahi’s sentence says nothing about reading or acting, so this is what he does, explaining what his most recent film would have been about had he been allowed to make it. Like René Magritte’s The Treachery of Images, in which the artist scrawls the words “This is not a pipe” under a painting of just such a smoking device, this is not a film but a representation of one. -Annlee Ellingson

31. The Deep Blue Sea
Director: Terence Davies
The intimacy of Davies’ direction captures the brilliance of Weisz and her co-stars’ performances. Beale, for instance, gives dimensions of vulnerability and humor to the cuckolded Collyer, turning what could’ve been a typical stuffed shirt into a sympathetic soul. Hiddleston provides solid emotional counterweight to Weisz, for whom The Deep Blue Sea is an exquisite showcase. Hester is an emotional chameleon, shifting from tough and in control opposite her pining husband to delicate and grasping opposite the distant Freddie. Whether one or the other, it’s a credit to Weisz’s command of her character that audiences keep a rooting interest in Hester, hoping she finds the strength to stand on her own in a bleak, lovelorn world—before the final credits roll. -Jay Antani

30. Cloud Atlas
Directors: Tom Tykwer, Andy Wachowski
Ambitious, visionary and playful, Cloud Atlas is the fascinating culmination of an unprecedented collaboration among Andy and Lana Wachowski (The Matrix movies) and Tom Tykwer (Run Lola Run) to bring David Mitchell’s “unfilmable” novel to the big screen. Spanning six stories over half a millennia with an ensemble of actors appearing in multiple roles, the narrative tackles grand themes like love, freedom, creativity, interconnectivity and souls reverberating throughout time. -Annlee Ellingson

29. Liberal Arts
Director: Josh Radnor
Best known for playing Ted on the hit sitcom How I Met Your Mother, with happythankyoumoreplease and now Liberal Arts, Josh Radnor is establishing himself as a thoughtful writer-director of feature films dealing with young adults facing—and embracing—adulthood. An ode to his years at Kenyon College specifically and liberal arts education generally, his latest is at once a profound defense of academia for academia’s sake and a gentle critique of nostalgia: Live too much in the past (or in a book), and you’ll miss out on what’s in front of you. -Annlee Ellingson

28. Les Misérables
Director: Tom Hooper
The first thing you notice is the breathing. Jean Valjean is standing atop a hill in the French mountains, contemplating his future after 19 years of prison, and you can hear the weariness in his singing, the gasps between words. Director Tom Hooper quickly makes clear that his film adaptation of the hit stage musical Les Misérables will not be a collection of technically perfect, glossy renditions of its songs. The film features excellent singing, for the most part, but it also emphasizes fragility in a work that’s largely defined by its grandiosity. -Jeremy Matthews

27. Skyfall
Director: Sam Mendes
Daniel Craig is unsurprisingly excellent as Bond. This time 007 has to follow the trail of a stolen list of undercover NATO operatives—dangerous information in the wrong hands. Those wrong hands belong to Mr. Silva (Javier Bardem), a nasty cyber-terrorist with a mad-on for MI6 in general and for its director, M, in particular, once again played with firm, effortless command by Judi Dench. Bardem’s Silva is a throwback to a more traditional Bond villain, with equal parts creepy sensuality, intelligence, and psychopathy, and a touch of physical deformity for good measure. -Dan Kaufman

26. Sound of My Voice
Director: Zal Batmanglij
Sound of My Voice is an expertly told existential mystery. Is Maggie really from the future? And, in the end, is that what matters? The filmmakers refuse to feed us answers just as they refuse us explanations. We are left to sort things out for ourselves. The filmmakers ask their audience to (gasp) think. As a result, this intellectual thriller shot on a shoestring budget outshines any mega-budget summer offering and provides striking proof that independent cinema is alive and well. -Clay Steakley

25. Gregory Crewdson: Brief Encounters
Director: Ben Shapiro
Many photographers work meticulously for ever-more-true depictions of physical reality. Not Gregory Crewdson. His delberatley conceived, meticulously constructed, artificfially lit scenes are more like paintings; they just happen to be captured with a camera. Ben Shapiro’s documentary isn’t a particularly deep dig into Crewdson’s background or psychology, nor is it a linear story with conflict and climax. It’s really just an exploration of the work itself, as we look over Crewdson’s shoulder while he prepares, shoots and opens his monumental “Beneath the Roses” show. It’s a fascinating, unforgettable ride. —Michael Dunaway

24. The Loneliest Planet
Director: Julia Loktev
The plot is simple. A young couple, Alex (Gael García Bernal) and Nica (Hani Furstenberg) are on the verge of marriage and go on a trek through the wild terrain of the Caucacus mountains in Georgia. They find a local guide (Bidzina Gujabidze) to lead them, and all goes according to plan until they stumble upon some natives with a gun. An incident takes place, and matters are irrevocably changed amongst the three. As the journey begins, the film has an undeniable charm and playfulness. The fun and romance of traveling in a foreign country are captured beautifully and with artistic economy. A scene where the couple wanders by a wall and a ball is mysteriously thrown over comes to mind. They throw the ball back and start walking, but the ball comes back over again. This action repeats, creating a game. Similar games of repetition occur throughout the film and are given ample screen time. Loktev is exploring some interesting issues, including the definition of masculinity and what a modern woman expects from a man in a relationship. -Will McCord

23. Looper
Director: Rian Johnson
With Looper, Johnson combines two very tasty pulp genre staples—a “kill ’em while they’re young” time travel thriller and the “rogue assassin” crime drama—to create what may be the best sci-fi thriller to hit the theaters since 1995’s Twelve Monkeys. (Apparently, co-starring with Bruce Willis in time-travel movies bodes well for the careers of young, up-and-coming actors.) -Michael Burgin

22. The Cabin in the Woods
Director: Drew Goddard
For a movie chock-full of twists, perhaps the biggest is that despite all appearances to the contrary, The Cabin in the Woods is a heartfelt love story. Mind you, not between any of the young and pretty college students who tempt fate at the cabin in question. No, this romance is between creators Joss Whedon and Drew Goddard, and the scary-movie genre as a whole. A ménage à terror, if you will. -Dan Kaufman

21. Your Sister’s Sister
Director: Lynn Shelton
Leave it to Lynn Shelton, one of America’s most exciting emerging filmmakers, to take the old formula of “put a few people in an isolated cabin and let them talk it out” and make it into a fascinating film. She’s helped greatly by three very strong lead performances — from Rosemarie Dewitt, Emily Blunt, and especially Mark Duplass. The dialogue hovers in that intriguing space between scripted and improvised, and the film walks the tightrope expertly. -Michael Dunaway

20. Searching for Sugar Man
Director: Malik Bendjelloul
“The Story of the Forgotten Genius” is such a well-worn formula for music documentaries that it was already being parodied more than three decades ago in This is Spinal Tap. In Searching for Sugar Man, as Swedish director Malik Bendjelloul begins to tell the story of Rodriguez—the Dylanesque folk rocker who released two apparently brilliant albums in the early 1970s, then disappeared—it appears he’s traveling a familiar road. But that road takes a sharp left turn when we learn that bootleg recordings catapulted Rodriguez to stratospheric heights of fame in apartheid-era South Africa. (When a record-store owner is asked if Rodriguez was as big as the Rolling Stones, he matter-of-factly replies “Oh, much bigger than that.”). In fact, his uncensored depictions of sex and drugs were so thrilling to South African musicians that he became the patron saint of the Afrikaner punk movement, which in turn laid the groundwork for the organized anti-apartheid movement that eventually brought the regime down. It’s just a shame that Rodriguez never lived to see it—he burned himself to death onstage in the middle of a show. Or overdosed in prison. Or shot himself alone in his apartment. Or… could he still be alive? Bendjelloul’s film manages to create an aura of mystery and suspense around a search that actually unfolded 14 years ago—a “detective documentary” set in the very recent past. —Michael Dunaway

19. West of Memphis
Director: Amy Berg
The buzziest documentary of the Sundance Film Festival was also one of the very best. The involvement of Peter Jackson (one of the film’s producers), Eddie Vedder, Henry Rollins, and others, as well as the very recent dramatic developments in the case, ensured that. The film itself is enormously moving. Any investigative documentary, especially dealing with the wrongly accused, walks in the gargantuan footsteps of Errol Morris and his seminal The Thin Blue Line. Director Amy Berg received an Academy Award nomination for her Deliver Us From Evil, but the fact that she lives up to the legacy of Morris’ film may be an even greater accomplishment. In addition to chronicling justice, West of Memphis actually helps enact it. What higher calling can there be? —Michael Dunaway

18. Django Unchained
Director: Quentin Tarantino
The best thing about Quentin Tarantino is also the worst thing about Quentin Tarantino—he believes, wholeheartedly, in whatever he’s doing. Most of the time, what he’s doing consists of overly referential homage mashups with dialogue that would give most screenwriters carpal tunnel. The old video store clerk is sublime at saying important things through mediums that don’t usually convey them—Kung Fu films, revenge fantasies and spaghetti Westerns, for starters. He is an artist dressed as a Philistine, splattering the screen with cartoonish violence when what he’s really blowing is our minds. Although Tarantino’s latest effort isn’t his best, it is his most ambitious, and for someone capable of so much, that means quite a lot. -Tyler Chase

17. Compliance
Director: Craig Zobel
Filled with superior performances, Compliance does everything within its power to make a far-fetched situation believable. Ann Dowd gives a nuanced portrayal. Dreama Walker takes on a difficult role and delivers. Pat Healy, as the caller, is dead-on creepy, and Bill Camp, as the bumbling fiancé, is perfectly cast. The actors have to be strong since it’s such a confined script, taking place mostly within the supply room of the restaurant. Continually, one asks, “Could this really happen?“ Apparently, it can, and the film makes the point a few times that similar situations have happened more than seventy times over a ten-year period. It’s a conceit that one can accept or not. Whatever the case, it’s a frightening thought to realize that people can be so gullible and susceptible to the whims of authority. Is it our desire to please, our desire for structure or is authority simply tapping into our propensity for wrongdoing? -Will McCord

16. Jiro Dreams of Sushi
Director: David Gelb
Jiro Dreams of Sushi is a documentary about one of the greatest masters of the culinary world, one whom casual foodies have never even heard of. Although Jiro’s work is ostensibly the focus of the documentary, the film is really propelled by the story of his relationship with his two sons; the youngest of whom has started his own restaurant, and the oldest of whom, at the age of 50, continues to work with his father, training to one day take over his restaurant. Devoid of the typical familial jealousy you may expect, Jiro Dreams of Sushi is instead a beautifully filmed documentary about a father and his sons who have devoted their lives to the pursuit of the perfect piece of sushi. —Emily Kirkpatrick

15. Holy Motors
Director: Leos Carax
Holy Motors manages to make a profound statement about human existence and the fine, often blurred line between living and acting without being heavy-handed or pedantic. In fact, Carax’s film actually suffers from the exact opposite. At times, it can be so light-hearted and hilarious that it undercuts the dark, perverse sadness that underlies the story as a whole—specifically the ending of the film, which in a matter of minutes manages to undo a good portion of the profundity and insightfulness that had been built up to that point. That’s not to say that the humor is out of place. Throughout the film, as it starts to reach a fever pitch of weirdness or despondency, a well-timed joke will pull the audience back in and keep them firmly on Monsieur Oscar’s side. This tension between the dramatic and comedic helps make Holy Motors a fascinating and heartbreaking study of humanity, one leavened with a refreshing levity and humor that makes Carax’s philosophy on life not only palatable, but thoroughly enjoyable. -Emily Kirkpatrick

14. Argo
Director: Ben Affleck
For those people with lingering questions about Ben Affleck’s talents as a filmmaker, Argo should remove any doubt. The actor has now directed a trio of hard-working, blood-pumping dramas—his latest joins Gone Baby Gone and The Town—covering serious subjects like kidnapping and foreign affairs with a vitality that’d too often missing from Hollywood today. Argo, a precise blend of classic narrative genres, is the capper of Affleck’s behind-the-camera work to date, a remarkably well-sculpted film built from a fairly basic, step-by-step framework. Argo looks like a smaller undertaking, plays like a big Hollywood movie and succeeds despite the hundreds of ways it could have failed. -Norm Schrager

13. The Avengers
Director: Joss Whedon
While Joss Whedon smartly recognizes how key Robert Downey Jr.’s Stark is to the story, he also allows most all of his cast, heroes and villain, ample opportunities to shine, both in dialogue and action. (Hawkeye and Nick Fury, not so much.) It can’t be overstated how crucial such balance is to a team film. As Loki, Hiddleston may be the best-cast arch-villain since Ian McKellen’s Magneto. (This bodes well for the “shared universe” Marvel Studios is building. Just as in its comic books, Marvel needs its villains to emit suitable levels of dastardliness. Let’s just hope there are enough British stage and screen actors to supply its needs.) The rest of the principals—particularly Hemsworth, Evans and Ruffalo—inhabit their characters so seamlessly, the viewer can just move straight to the wonder and fun of it all. -Michael Burgin

12. The Imposter
Director: Bart Layton
It’s obvious The Imposter is going to be a thriller, and a thriller it is, and then some. Three years after the disappearance of their 13-year-old son, a Texas family receive word he’s been found in Spain. When they go to pick him up, they’re so desperate to believe he’s alive that they don’t even notice that the “boy” is actually a French man in his mid-twenties. Is it a monumental case of grief and hope blinding sense, or is there a darker explanation? Director Bart Layton mixes elements of documentary and narrative filmmaking seamlessly in ways I’ve never seen done before. And every character he uncovers in the drama is more of a treasure trove than the last. It’s one of the most compelling films you’ll see all year, in any genre.—Michael Dunaway

11. Once Upon a Time in Anatolia
Director: Nuri Bilge Ceylan
Once Upon a Time in Anatolia, co-written and directed by Nuri Bilge Ceylan, is a Turkish police procedural based on the real-life experiences of one of the writers. The story follows a group of men as they travel around the Anatolian steppe at night in three cars in search of a buried body. The main homicide suspect, Kenan (Firat Tanis), is being escorted from one location to the next as part of a deal he’s made with police Commissar Naci (Yilmaz Erdogan) to identify the grave of the man he murdered. They are accompanied on this overnight search by police officers, grave diggers, gendarmerie, as well as Prosecutor Nusret (Taner Birsel), and Doctor Cemal (Muhammet Uzuner). Nusret and Cemal each prove bastions of cynical, yet humane, reason in the face of Naci’s explosive temper and Kenan’s inexplicable brutality. Every character in this film has a story that they repeat over and over. Despite these repeated tellings, no real truth ever fully comes to light, for no story in this film is fixed—each is constantly changing and adapting. Once Upon a Time In Anatolia insists that no matter how large or small they may be, these lies, these changing stories, are a necessity in order to deal with life and carry on. Among this multitude of stories, many parts of the film are left unexplained, or intentionally vague. Instead of making the film feel incomplete, these unanswered questions instead suggest the complexity and endless nuances of humanity and the story that is being told here. By the end of the two and a half hours, the viewer has become thoroughly involved in everything that’s happened and cannot help but begin to construct his or her own story of the events and how they took place. As a result, the viewer becomes just as guilty as the characters of justifying and rationalizing a story that refuses to be clarified and categorized so simply. —Emily Kirkpatrick

10. Monsieur Lazhar
Director: Philippe Falardeau
“The classroom is not a place where you infect a whole with despair,” Lazhar says at one point in the film, speaking to both the previous teacher’s classroom suicide and another teacher’s urging him to tell his students more about his story prior to coming to Montreal. As his life begins to resolve and unravel simultaneously, near the film’s conclusion, he stays true to this ideal, ensuring that his students will not be a party to his own trials. Monsieur Lazhar is a thoroughly engaging film that goes far beyond the average classroom drama in emotion and storytelling. -Jonah Flicker

9. Lincoln
Director: Steven Spielberg
Steven Spielberg  boasts one of the most accomplished bodies of work in American cinema and, to this day, steadily builds upon that dominant track record. From the breathtaking 3D action sequences of The Adventures of Tintin to the comic-yet-poignant reconciliation scene in War Horse, one doesn’t have to look back decades to find Spielberg’s particular genius at work. Still, for filmgoers either too young to have been bowled over by Spielberg’s transcendent initial decade or two—or for those who perhaps just take his signature style for granted—Lincoln shows just how good he is. Thanks to a strong cast and a smart story that’s historically, morally and politically rich, Lincoln will go down as one of Spielberg’s greatest accomplishments. -David Roark

8. The Kid With a Bike
Directors: Jean-Pierre Dardennes, Luc Dardenne
As portrait of a young boy’s resilience and of compassion shown by one human being towards another, The Kid with a Bike is part of the grand tradition of humanist realism. Watching the Dardennes’ cinema, one can’t help but be reminded of luminous predecessors like The 400 Blows and Bicycle Thieves, movies featuring marginalized children forced to endure hostile environments. But, more than any other filmmaker, their work bears the strongest resemblance to that of the late master Robert Bresson. With their powerful moral undercurrents, minimalist acting and ascetic style, Bresson’s films (Mouchette would make an excellent companion piece to The Kid with a Bike) weren’t concerned so much with stories and characters as with the ideas they helped to illuminate—namely the continual war between man’s baser and higher instincts, between the evils of mistrust and crime, and the virtues of charity, compassion and love. The Kid with a Bike is a beautifully executed variation on those themes. -Jay Antani

7. Low and Clear
Directors: Kahlil Hudson, Tyler Hughen
Reading the description of Kahlil Hudson and Tyler Hughen’s remarkable film—two friends who are world-class fishermen, half a country apart, take a trip to British Columbia to fly fish and reconnect—you’ll think that you’re in for a slow, meditative, deeply felt journey with lots of beautiful scenery. And it is meditative and deeply felt and beautiful, but it’s anything but slow. Having two fascinating, outspoken, and often at-odds subjects helps, as does the deft and slightly mischievous touch of editor Alex Jablonski. But most of all, Hudson and Hughen seem determined not to settle for a tone poem and tell a real story here. And it’s mesmerizing. —Michael Dunaway

6. The Master
Director: P.T. Anderson
“Excuse me … excuse me … excuse me,” the voice insistently repeats. It is a thin voice, not imbued with the same presence as the one it interrupts. Prior to this moment in Paul Thomas Anderson’s The Master, Freddie Quell (Joaquin Phoenix) has drifted in the current of the charm and charisma of Lancaster Dodd (Philip Seymour Hoffman). But suddenly some dweeb is outlining all the logistical holes in Dodd’s nouveau religion. Dodd and his followers react with disdain and, for a moment, so does the film’s audience. Here at last is a voice of reason, but right now we are not seeking reason. We are in a dream, and damn anyone who dares to wake us. This scene from early in the movie signals one in a series of awakenings in Dodd and Freddie’s relationship. It sets in motion the story’s key tension: the desire to follow something amazing versus the sneaking suspicion that it’s all crap. -Jeremy Matthews

5. Beasts of the Southern Wild
Director: Benh Zeitlin
Briefly describing Beasts of the Southern Wild is like trying to explain the inner-workings of an airplane to someone who’s never seen a wheel. In his feature debut, director Benh Zeitlin has stirred up a magic pot of poetry, neo-realism, surrealism, pre-historic creatures, the ice age, childhood and lost cultures. The film is a symphony of curiosity that builds toward a glorious crescendo. It’s set on an island known as “The Bathtub,” located outside the Louisiana levees. It’s a forbidden land — off-limits according to the government — but misfits still inhabit it, living in makeshift shelters and using vehicles that would be at home in a post-apocalyptic world. If Zeitlin’s sheer ambition weren’t enough, the film’s young star and narrator, Quvenzhané Wallis, was born with a magnetic screen presence. Six-year-old Wallis injects Beasts with youthful verve. The story is told through her character’s curious eyes, and she emits so much lovable hope that it’s impossible not to follow her. —Jeremy Matthews

4. Amour
Director: Michael Haneke
Amour simultaneously illuminates the horrors and beauty of aging. Who would not wish to live until their twilight years like Georges and Anne, comfortably enjoying their last decade of life? On the flip side, who would not be ruined by seeing one’s spouse reduced to incoherent babbling and incontinence? Haneke lets it play out gently and without exploitation; this relationship and the events occurring onscreen feel real and relatable, but poetic all the same. An occasional nightmare infiltrates the proceedings, a disquieting interlude in the upper middle class comfort that Georges and Anne have existed in for most of their lives. Haneke uses no soundtrack music, allowing the brief moments of classical piano even greater impact and beauty. Amour is truly a great film, one that leaves the viewer feeling unsettled, but also pondering what it means to truly love and care for someone. -Jonah Flicker

3. Moonrise Kingdom
Director: Wes Anderson
After seven features, a Wes Anderson production is unmistakable: white, upper-middle-class dysfunctional families deadpanning wry dialogue amid meticulous mise-en-scène to an eclectic soundtrack. Also: exquisite, often centered, shot compositions; uninterrupted lateral tracking camerawork through dollhouse-like sets; and inserts of quasi-obscure cultural objects. The auteur’s calculated quality persists in his latest film as well, but where his past work can come off as chilly and detached, Moonrise Kingdom exudes a warmth and innocence generated by the earnest adolescent romance at its core. The year is 1965, and the sleepy New England island of New Penzance is stirred to action when Khaki Scout Sam Shakusky (Jared Gilman) and local resident Suzy Bishop (Kara Hayward) run away together. Sam’s fellow Scouts dislike him, and his foster parents don’t want him back. By the time we catch up with him, he certainly looks the part of an “emotionally disturbed” orphan: slight of frame with heavy black glasses, a coonskin cap and a shadow on his upper lip, his uniform plastered with merit badges, both official and homemade. But Sam is full of surprises: He’s a quite skilled outdoorsman, and when he reunites with the mod girl with whom he’s been exchanging letters for a year, he matter-of-factly hands her a bouquet of wildflowers and begins imparting survival tips. Likewise, Suzy is an unexpected rebel with a volatile streak that upsets the balance among her lawyer parents (Bill Murray and Frances McDormand) and three little brothers. Delightfully, Anderson and co-writer Roman Coppola avoid clichés at every opportunity. The forces that would typically work to tear Sam and Suzy apart instead rally behind them, perhaps infected by the conviction of their love, which never wavers, even in argument: “I love you, but you don’t know what you’re talking about.” Moonrise Kingdom is whimsical and, yes, precious, but only in the very best sense of the word. —Annlee Ellingson

2. Zero Dark Thirty
Director: Kathryn Bigelow
It’s a rare occasion when a major theatrical film is as timely as director Kathryn Bigelow’s widely acclaimed military drama, Zero Dark Thirty. Bigelow had been collaborating with her The Hurt Locker screenwriter Mark Boal on a film about the futile hunt for Osama bin Laden when the al-Qaeda overlord met his demise via Seal Team 6. Bigelow and Boal rewrote the entire final act—quickly—changing their film, but sticking to the basic facts. The result is a remarkably thorough, unexpectedly cinematic, two-and-half-hour chronicle of American persistence. -Norm Schrager

1. Life of Pi
Director: Life of Pi
Leave it to director Ang Lee to create a thinking man’s blockbuster. In much of his past work, he has strived to imbue his stories with a deep sense of purpose—to explore themes of longing and connection. Even when dabbling in genre films, he’s tried to look past the Hollywood flash and stay true to this artistic vision, for better (Crouching Tiger, Hidden Dragon) or worse (Hulk). With Life of Pi, Lee may have found the perfect balance of spectacle and substance, creating his best outing in years. -Dan Kaufman

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