(Apologies to Roger Ebert)

66. Another Earth (Mike Cahill)- For a lot of films on this list, I end up writing something like, “There are some memorable moments and directorial flourishes, but I wish Idea X had been explored deeper.” Another Earth is the opposite: a film invested deeply in an intriguing idea and pretty bankrupt everywhere else. Its conceit (What if there was an identical copy of this planet and everyone on it?) is the center of this piece, and there is no emotional or artistic wiggle-room outside of it. It was enough for me—just barely.

65. In a Better World (Susanne Bier)- While it’s skillfully made and legitimately heart-wrenching, In a Better World tries too hard with its metaphor of comparing schoolyard violence to political violence. I admired the honesty of the father-son relationship, but the film can’t quite deliver on its overall ambition.

64. Rango (Gore Verbinski)- Visually, this is overwhelming in its detail and scope—as awe-inspiring as any animated film ever made, with a wit to match. I would actually like to see it again because it’s so fast and layered that I know I missed some references. If it’s ostensibly a children’s Chinatown that also trades on Sergio Leone, Apocalypse Now, and Fear and Loathing in Las Vegas, aren’t I the ideal audience for that? So what does it say if it left even me cold?

63. Attack the Block (Joe Cornish)- The pacing and editing are dynamic, and the world-building of this dank, scary version of London seems perceptive. Beyond being a perfect fit for the film, the score (by Basement Jaxx’s Felix Burton and Simon Ratcliffe) is a great listen on its own. Still, the dialogue was too stylized for me, and I didn’t think all the young actors (especially John Boyega’s Moses) puled their own weight. 

62. 50/50 (Jonathan Levine)- Other than the lazy portrayals of its female characters, there isn’t a whole lot to dislike about this pretty funny cancer bro-down. Perhaps it never really rose above “pretty funny” for me.

61. Hugo (Martin Scorsese)- Is Scorsese Hugo, the isolated, obsessive note-taking child, or is Scorsese Melies, the elder statesman built for personal art who can no longer make personal art? Are our purpose and redemption important to anyone beyond ourselves? I enjoyed discussing this film way more than I enjoyed actually watching it. Even people who loved it will not mention anything that happens in its endless, dull first hour.

60. X-Men: First Class (Matthew Vaughn)- First Class doesn’t reach beyond the usual origin story hoops, but it jumps through those hoops with a dignified, eager elan. There are too many moving parts, but it was damned exciting all the way to the end.

59. The Devil’s Double (Lee Tamahori)- The Devil’s Double boasts one of the most accomplished, nuanced performances of the year. In a dual role as Uday Hussein and Latif Yahia, the lookalike hired to stand-in for Hussein in dangerous situations, Dominic Cooper seems as effortless as he is impressive. It’s a shame he’s not in a more captivating, consistent film. 

58. Rise of the Planet of the Apes (Rupert Wyatt)- Balancing a deft mixture of sincerity and camp, flaunting its game-changing motion capture technology, the plot of Rise of the Planet of the Apes is just compelling enough to get us to the only part anyone cares about: the breathtaking thirty-minute standoff that pushes it to another level.

57. Tabloid (Errol Morris)- If anyone else had directed this, it probably would have populated top ten lists around the country. For Morris, it feels non-committal and slight. While Joyce McKinney is what people like Joyce McKinney would call “a firecracker,” the film is hurt by the deafening absence of the Mormon missionary at the other side of the film’s controversy. His refusal to participate hurts the film, even if that’s not Morris’ fault.

56. Ceremony (Max Winkler)- It’s weird that first-time filmmakers are now old enough to count Wes Anderson as a legitimate, obvious influence. Ceremony is so indebted to him that it fails to have an identity of its own, but it’s wry and heartbroken in some unexpected ways. 

55. Cedar Rapids (Miguel Arteta)- There is a lot going on underneath the surface, and there’s an interesting moral world built and then questioned within all of the capricious farce. The cast is uniformly hilarious. Unfortunately, it felt as if the filmmakers were laughing at the protagonist more than they were laughing with him.

54. Drive (Nicolas Winding Refn)- This year’s argument that style is better than substance. Unfortunately, I think the film is a victim of its own ominous, thrilling introduction. When nothing else matched the intensity of the opening chase, I felt let down. I originally claimed that the movie was too cool, but then I figured out that it’s only good when it’s pre-occupied with being cool.

53. Melancholia (Lars Von Trier)- Von Trier’s latest—one of three hundred movies involving the apocalypse this year—is guided by a metaphor that equates personal depression with the end of the world. More strikingly, it suggests that the “normal” people frustrated by the depressed are, in some ways, just as dysfunctional. There’s a lot going on here thematically, but what really confuses the proceedings is the lack of specificity in any character other than Kirsten Dunst’s Justine. So many of the supporting characters are just types who do things because they’re convenient to the conflict, not because they resemble real human beings in any way.

52. Super 8 (JJ Abrams)- Like most other people, I preferred the kid stuff to the monster stuff. Abrams is so good at telling you everything you have to know about a character within five minutes; the characterization of and the interaction among the young boys is stunning. Elle Fanning, for that matter, would be up for a Best Supporting Actress Oscar if people weren’t so narrow-minded about what types of performances deserve that. Of course, once we get to the genre elements of the story, everything gets hokey. I’d love to see a scaled-down JJ Abrams drama, but I’m not sure we’ll ever get one.

51. The Myth of the American Sleepover (David Robert Mitchell)- The greatest strength of Mitchell’s feature debut is that it does not treat children like children. The teenagers making up this ensemble think and talk with sensitivity and intelligence. However, it’s completely unclear what time period the film takes place in, which—even if it was intentional—is way more distracting than I ever would have anticipated.

50. Pearl Jam 20 (Cameron Crowe)- At times, Crowe’s hagiography of Pearl Jam is embarrassing, but the priceless footage compiled serves as a fascinating document of what it means to occupy the strange space of a contemporary classic.

49. Win Win (Tom McCarthy)- McCarthy is a studied, astute screenwriter, but sometimes he’s too good. His structures, secondary characters, and callbacks are so immaculate that they make the viewer long for messiness. Even when the film is working, we can see everything coming ahead of time.

48. Moneyball (Bennett Miller)- There are three or four absolutely perfect standalone scenes in Moneyball, and there’s a lot of fat surrounding them. While screenwriters Steve Zaillian and Aaron Sorkin deserve credit for adapting a supposedly unfilmable book, there’s a reason it was deemed unfilmable to begin with. The stat stuff is too watered-down to satisfy stat people, and the baseball stuff is too watered-down to satisfy baseball people. As much as the film wants to transcend the trappings of a baseball movie, it ends up having to conform to them at the most crucial points of the story. That being said, the film’s sense of humor is engaging, and, with an underhanded grace I haven’t seen from him before, Brad Pitt elevated a role that probably doesn’t amount to much on the page.

47. Red State (Kevin Smith)- The greatest weakness and the greatest strength of Red State is that it is many films at once. It starts out as satire, then it morphs into horror, then it becomes a political allegory and shoot-out thriller. The film’s ability to fold into these new states is what energizes it, but Smith handles some of those states with much more facility than others. Although the writing feels more earnest than anything else that he’s done, Smith treats the ending in particular like a cop-out. It would have been interesting to have a dialogue about this film without knowing who the director was, because I don’t think I can evaluate it fairly without judging it within the context of Smith’s other work. 

46. Conan O’Brien Can’t Stop (Rodman Flender)- Any positive reviews this film received centered on its willingness to make Conan O’Brien seem like a demanding egoist. It does that unflinchingly, which is interesting, but it should also be praised for its portrayal of life on the road. It feels as if the film never shifts into top gear, but it’s solid in cruise control. 

45. The Girl with the Dragon Tattoo (David Fincher)- I’ll always find something to appreciate in Fincher’s technical mastery, (Did anyone else’s jaw drop at that shot that winds up a staircase at a full sprint?) but I didn’t connect to anything here—intellectually or emotionally. In more ways than one, this is a cold picture, and, whether this is fair or not, it doesn’t really justify its own existence. 

44. Beats, Rhymes, and Life: The Travels of A Tribe Called Quest (Michael Rapaport)- I didn’t expect to have a Michael Rapaport movie ranked ahead of a David Fincher one, but Rapaport’s devotion to his subject shines through in such a pure way. He lets us into a world that is contentious and weary, but he is able to equitably capture the loving side of everyone involved. He made a movie for fans, and he comes off as the biggest fan of all.

43. Warrior (Gavin O’Connor)- I don’t think I disagree with the viewers who championed this film; it is inspiring and resolute and true. But it’s also a long two-and-a-half hours, and it seems more bent on being a genre archetype than a genre reinvention. Oh word, fam, you’ve got a double-underdog story? Wait, till you see my quadruple-underdog story.

42. Jane Eyre (Cary Fukunaga)- In an encouraging follow-up to his first film, Fukunaga toes the line between elegant and austere while invigorating this classic story with time-hopping and just enough sexuality. Mia Wasikowska and Michael Fassbender are restrained but intense. If anything, I wish the film had excised even more of the silly gothic elements.

41. Source Code (Duncan Jones)- Not to get all Armond White on you, but I’ve never seen a film as indebted to video game logic as this one. While it progresses in eight-minute sections that are continually reset, it still has an engine that is faithful to classic Hollywood structure. I know some of it is goofy—and I need to watch it again to see if it really holds up—but this is some thrilling Friday night stuff here.

40. Cold Weather (Aaron Katz)- What starts as a hipster talk-fest delightfully turns itself on its head halfway through and becomes a hipster detective story, and the dialogue is so naturalistic that it seems improvised. However, this is another film that is almost ruined by its disingenuous shrug of an ending.

39. War Horse (Steven Spielberg)-This is at least as much director of photography Janusz Kaminski’s film as it is Spielberg’s. As baldly manipulative as it is, the able cast of character actors and Kaminski’s artistry (Shooting the girl entering the barn through the reflection in the horse’s eye? Who does that?) transform War Horse into something more than a smart film for dumb people. Likewise, the structure—following the horse from one international owner to the next against the backdrop of World War I—is more inventive than it has to be. That being said, don’t go if you have a problem with people clawing at your heartstrings.