37. Project Nim (James Marsh)- Through recreations, talking heads, and found footage, Marsh throws a lot onto the screen, and most of it sticks. It’s as much about the idealism and wonder of the ’70s as it is about the titular chimp, and Marsh excels at getting the subjects to expose their most human foibles.

36. Bellflower (Evan Glodell)- Bellflower is a surprisingly endearing romance for its first half, then it melts into something much more idiosyncratic and deranged. Even if some of the acting is amateurish, I can confidently say that Bellflower is like nothing else this year. In the most complimentary way, it feels homemade. 

35. My Week with Marilyn (Simon Curtis)- This is being billed as, first and foremost, an acting clinic from one of the best actors on the planet. It is that—and I don’t mean to discount how brilliant Michelle Williams’ take on Marilyn Monroe is—but the picture worked for me overall. I felt as if Curtis and screenwriter Adrian Hodges went to great lengths to ground the story in the protagonist’s point of view, restraining themselves from any scenes in which he wouldn’t have been present. That approach, along with the reverence for a specific, powerful time in cinematic history, won me over.

34. Pom Wonderful Presents: The Greatest Movie Ever Sold (Morgan Spurlock)- Morgan Spurlock can be grating, especially when he’s trying to convince you of the world-changing import of what he’s trying to do. So the lowered stakes of The Greatest Movie Ever Sold actually work in his favor. Even if it won’t live on like Super Size-Me, it moves briskly and captures the knowing absurdity of modern marketing with creativity and irreverent verve.

33. Film Socialisme (Jean-Luc Godard)- Is this movie pretentious? Yes. Pretension is the air it breathes. It’s pretentiousness is not something you have to overcome; it’s something you have to accept. But at its best, Film Socialisme presents some images that you won’t be able to shake, and, though its director is eighty-one years old, it seems so modern in the way it demands the viewer to address the barriers we place over our own communication.

32. Tuesday, After Christmas (Radu Muntean)- This Romanian infidelity drama takes an hour to get going—there are only about fifteen scenes in the whole film, and they’re so long and unbroken that they’re supposed to make you uncomfortable—but, once it does settle in, it’s devastating. To those in the know: Are there any Romanian films that aren’t painstakingly realistic? Is there a Romanian Tim Burton or something? Where’s the whimsy?

31. Midnight in Paris (Woody Allen)- While it is Allen’s most accessible film in years, the adorable Midnight in Paris seems to mean more to a real Woody Allen fan. Endlessly romantic and mischievous, it still has, at times, the weight of a significant statement from the director, and the film’s final judgment on the usefulness of nostalgia seems at odds with his other late period works. Had the shrew of the Rachel McAdams character been written more carefully, I would have liked it even more.

30. Trust (David Schwimmer)- Trust deals with the aftermath of a teenage girl’s chat room manipulation and eventual rape by an older man. And that act, though it feels inevitable, doesn’t happen until about forty minutes in, which is what makes it even more chilling. Trust is one of those rare films in which every character’s actions—the affected family, not, you know, the rapist—make complete sense, even when you disagree with them. In its complex moral world, there are no good guys or bad guys. 

29. Hanna (Joe Wright)- Bolstered by a propulsive Chemical Brothers score that plays into the film’s fairy tale allegory, Hanna is overwhelmingly visceral. I didn’t completely buy the ending, but I got lost in the breathless style of the film’s action.

28. Page One: Inside the New York Times (Andrew Rossi)- On a technical level, Page One is edited effectively and balances many oversized subjects. Its real power, however, lies in its elegiac stance toward journalism. It captures a specific moment in time, the dying world of newspapers, with a steady, unflinching eye, and it can be both heartbreaking and encouraging to watch people so invested in that limited world.

27. The Descendants (Alexander Payne)- On one hand, this is minor Payne—especially the dependence on voiceover in the beginning—but minor Payne is better than most other filmmakers’ masterpieces. Clooney does fine work, but it’s Shailene Woodley who does the heavy lifting in what was the most surprising performance of the year for me. The Descendants has an emotional formalism that few other pictures of its type do: The characters have to be redeemed and forgiven through one another and themselves, and that process does not come easily. 

26. Harry Potter and the Deathly Hallows, Part II (David Yates)- On a grand scale, the Harry Potter series goes out with a two hour climax. Every character gets his moment, and a complicated story meets a simple, powerful ending. The sense of foreboding is met only by the sense of relief that follows it. 

25. Submarine (Richard Ayoade)- Submarine borders on being twee and precious, but it is certain of itself in all the right ways. “World-building” is a term usually associated with sci-fi: how well an alternate universe is explained and how consistent the film is with the terms it has set. Submarine is a spare, intimate coming-of-age story, but it has fantastic world-building. As weird as the characters are, they make sense within the context of this setting, and we’re so tied to the protagonist’s point of view that we’ll go on any tangent he wants.

24. We Bought a Zoo (Cameron Crowe)- This makes so much sense. Why didn’t we figure out earlier that all of Cameron Crowe’s hackneyed sins could be absolved through the conventions of a family film? We Bought a Zoo stays just on the right side of maudlin and rides a perfect structure and an ebullient Jonsi score to triumph. Matt Damon is getting dangerously likeable, in the sense that, no matter how skilled an actor he is, no one would believe him as something like a Bond villain. I hope he sticks with roles like these.

23. The Skin I Live In (Pedro Almodovar)- In an above average year for cinema, a sneakily seductive Almodovar film got lost in the shuffle. He’s back to all of his old tricks: gender politics, hidden pasts, thorny questions of identity, the fine line of sexual perversity. But this time it’s wrapped into a superbly-plotted genre piece. The fun he’s having by playing with the mad scientist archetype is intoxicating.

22. Crazy Stupid Love (John Requa and Glenn Ficarra)- I’ll grant that there are way too many stories going on at once, but I thought Crazy Stupid Love had a certain noble sweetness, and it gives every character a moment to shine. There are some real surprises that reward a viewer willing to go where the movie takes you.

21. Mission Impossible: Ghost Protocol (Brad Bird)- There’s a moment in Ghost Protocol, maybe forty minutes in, in which Tom Cruise’s Ethan Hunt scribbles a perfect pen-and-ink portrait on his hand in less than two seconds to get a positive ID on someone. It’s completely absurd—almost satirical—but the viewer goes along with it because it make sense within the frenetic, explosive universe of the film. It’s hard for me to choose my favorite action setpiece because the whole damned thing is an action setpiece. I dare someone to not have fun watching this movie.

20. 13 Assassins (Takashi Miike)- 13 Assassins’ greatest strength is that it doesn’t try to create a villain we can understand or relate to. In our quest for authenticity, we often forget how much we want to root against someone who is truly bad. And that’s exactly what the evil lord of 13 Assassins is. It’s what makes us active participants in this men-on-a-mission samurai movie. Layering the events upon a fully realized sense of honor, Miike builds and builds and builds toward a bloody battle without any missteps.

19. The Ides of March (George Clooney)- Clooney’s fourth directorial effort is self-important, but it retains the intimate conflict of its stage beginnings while expanding the scope. Ryan Gosling is volatile, but it’s Evan Rachel Wood who shines as the Ophelia to his Hamlet. I can’t believe this crackly portrait of ambition didn’t get more attention.

18. Terri (Azazel Jacobs)- On paper, this sounds lame: A high school student with low self-esteem spends his days wearing pajamas, lamenting his weight, and caring for his demented uncle, until his principal takes an interest in him, striking up a relationship that changes them both. That is what happens, but Terri dances with such a precarious tone and stamps such rich emotions and memorable moments that what happens is besides the point.

17. Contagion (Steven Soderbergh)- Some of Soderbergh’s films feel like minor experiments, but this is a splashy, multi-continent event, even as it mines an unnerving paranoia that is anything but mainstream. Tonally, the film feels detached, which is the most compelling storytelling choice of all. There are plenty of screams in this film, but Soderbergh knows that the world probably ends with a shrug.

16. Everything Must Go (Dan Rush)- Everything Must Go only would have gone as far as Will Ferrell’s lead performance, so it lucked out that he’s able to be so subdued and weary and defeated. More importantly though, Everything Must Go, which is based on an underwhelming Raymond Carver story, works like great short stories do, in the sense that we feel as if this movie can’t be contained by its own length. Its characters have backstories that are complicated but not resolved by the narrative, and we get the sense that they have a long way to go by the movie’s end.