10. Bernie. Slacker director Richard Linklater uses an actual small-town murder trial as the source of this pleasing, under-the-radar comedy, with Jack Black delivering a bubbly change of pace as a tireless funeral director accused of a major crime. Where movies often condescend to small Southern communities, Bernie finds the warm humor without resorting to caricature, celebrating the specific characteristics of East Texas and casting actual townsfolk as themselves. Plus, Matthew McConaughey's funny turn as a vain district attorney kicked off his most acclaimed year as an actor with even meatier turns in Magic Mike and Killer Joe to come.
9. Life of Pi. Ang Lee's luminous adaptation of Yann Martel's novel might not live up to its claim to convince the viewer of the existence of God, but it still plays like a miracle. The magic-realist account of a young Indian man marooned at sea with a hungry Bengal tiger named Richard Parker delivers the kind of breathtaking visual splendor that's only enhanced by 3D presentation, while offering a one-of-a-kind tale of survival amid outlandish circumstances.
8. Django Unchained. For his revenge story set in the Southern slave states prior to the Civil War, director Quentin Tarantino dispenses with most of his usual pop references and twisty chronology for arguably his most straightforward film. Django Unchained nevertheless pays homage to Italian spaghetti Westerns, Blaxploitation B-movies and hip-hop for a cathartic blood orgy that features terrific performances from Jamie Foxx, Christoph Waltz, Leonardo DiCaprio and particularly Samuel L. Jackson as a senior slave so compromised that he defends a racist system.
7. The Queen of Versailles. The most entertaining and character-driven film to date about the 2008 economic downturn, Lauren Greenfield's documentary profiles the reversal of fortunes of timeshare mogul David Siegel and his trophy wife Jackie. When the couple's vainglorious attempt to build America's largest residence collapses with the U.S. economy, they struggle to live in diminished circumstances with lots of kids, too many pets and too much stuff. Greenfield clearly feels a certain amount of sympathy for the Siegels, but not so much to water down the film's delicious schadenfreude.
6. Holy Motors. Writer/director Leos Carax takes an avant-garde joy ride that's so engaging, it could herald a renaissance in accessible art films. Denis Levant gives a fascinating, protean performance as an enigmatic actor (possibly) who appears in scenes from sharply diverse genres ranging from monster movie to musical to motion-capture choreography. Holy Motors shares the limousine-as-metaphor imagery of Cosmopolis and the eternal-recurrence notions of Cloud Atlas while achieving its artistic goals better than either of those efforts.
5. The Cabin in the Woods. Filmmakers often move into dangerous territory when they attempt to hold audiences accountable for supporting violent fantasies. Director Drew Goddard and co-writer Joss Whedon manages to have its blood-soaked cake and eat it, too, in this ingenious deconstruction of slasher film tropes. A group of college kids go to the titular location, unaware that they're being manipulated by Richard Jenkins and Bradley Whitford's mysterious white-collar masterminds. While watching The Cabin in the Woods, I frequently thought, "Wouldn't it be cool if the film went in this direction?, only to to marvel as the movie exceeded my expectations.
4. Lincoln. At a time when the political process seems paralyzed beyond repair, director Stephen Spielberg and writer Tony Kushner dramatize the unglamorous efforts of passing a piece of major legislation and persuasively argue that 13th Amendment was Abraham Lincoln's finest accomplishment. Like "The West Wing" set in 1865, Lincoln pays homage to the complexities of making social progress. Daniel Day-Lewis delivered as masterful portrayal of our 16th president as not so much an American saint but a canny political operative and steward of his own public image. An unlikely box office hit of more than $100 million, Lincoln should also prevail for the Best Picture Oscar against Les Miserables in early 2013.
3. The Master. Director Paul Thomas Anderson courted controversy with The Master as a fictionalized expose of Scientology, but the knotty post World War II character study proves more opaque and enigmatic than that. Anderson's impeccably photographed, powerfully acted film examines the relationship between Philip Seymour Hoffman's charismatic cult leader and Joaquin Phoenix's implosive, emotionally-scarred veteran. Will Phoenix find a home in the cult at the cost of identity? Would he resist conformity in the spirit of untamed individuality? The Master flirts with both of these ideas while, perversely, refusing to commit to either of them. A less ambiguous film wouldn't be half as fascinating.
2. Zero Dark Thirty. Opening in Atlanta on Jan. 11, Kathryn Bigelow's dramatization of the hunt for Osama bin Laden exposes its characters to physical danger and the audience to a moral mine field. Jessica Chastain gives a steely performance as an obsessed CIA analyst, while Bigelow's reunion with Hurt Locker screenwriter Mark Boal shares the thrilling set pieces of their previous film with the factual density of David Fincher's Zodiac. Viewers can argue over whether the film's harrowing but uncritical depiction of harsh interrogation qualifies as an endorsement of torture or a distortion of the actual methods used to find the terrorist mastermind. Like Lincoln, the film so effectively dramatizes its events that even though you know the outcome, your heart will be in your throat.
1. The Avengers. The silver lining behind Hollywood's obsession with making big, action-based franchise films is that some filmmakers have raised the bar for such fare beyond the level of escapist pulp. Sam Mendes' Skyfall delivers one of the best James Bond films ever made, with arguably the highest emotional stakes in 50 years, while Christopher Nolan's overreaching The Dark Knight Rises can't be faulted for lacking ambition or narrative density. Joss Whedon's The Avengers juggles an insane amount of variables for a sci-fi/superhero/comedy/action film, with thrills and laughs comparable to seeing The Empire Strikes Back or Raiders of the Lost Ark for the first time. Plus, at a time when the United States couldn't seem more partisan, the film finds an oddly resonant image of a team of freaks and misfits banding together in common cause.
Honorable mention: Amour. Austrian director Michael Haneke celebrates the love and sacrifice of marriage in the most austere, clinical terms imaginable. French film icons Jean-Louis Trintignant and Emmanuelle Riva play an octogenarian couple facing the end of life when he struggles to care for his beloved as her health makes an inexorable decline. Often painful to watch, Amour nevertheless should be required viewing for young engaged couples as a way of saying, "This is what you're in for."
Runners-up: Beasts of the Southern Wild, Moonrise Kingdom, The Imposter, Searching for Sugar Man, Skyfall
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