The 40 Best Films of 2011

40. Attack the Block – Joe Cornish

Joe Cornish’s debut film is a fast-paced combination of action and horror that never lets up and never stops being fun. The premise is a simple twist on ‘80s monster films like Critters and Gremlins where it’s up to kids to save the town from nasty creatures. This time, though, the aliens land near a downtrodden 30-story South London apartment building. And our heroes are a gang of thuggish teens who open the film by attempting to mug a young woman.

It’s a difficult way to start a film, but Cornish pulls off the trick of making us like these kids despite the cold opening. It helps that the alien creatures are vicious and relentless and that the action sequences are expertly staged, full of tension and humor. The thick, difficult to parse South London accents make Attack the Block seem more foreign than most British films, but this is a ride worth taking all the same. – Chris Conaton

39. Project Nim – James Marsh

“Wouldn’t it be exciting to communicate with a chimp and learn what it was thinking?” The question posed by Professor Herb Terrace of Columbia University is an enduring one. It’s echoed in the suggestion (above) made by filmmaker James Marsh, who interviews Terrace in his documentary Project Nim, that you might see signs of “Nim’s state of mind” in images. The difference between their approaches indicates their circumstances: the first is born of “scientific research” circa 1973, the other an artist’s reflection four decades later. But it also points to a broader cultural shift, a changing sense of responsibility, by humans, for others — others of various sorts.

Exposing this shift is the broad project of Project Nim. Not unlike Marsh’s Man on Wire, the new documentary uses an extraordinary story — before, Philippe Petit’s walk across a cable between the Twin Towers, now, the attempt to teach Nim sign language — to reveal other stories, about human ambition and failure, insight and arrogance, regret and ignorance. The film works around words in ways that films can, as images alternately support, contradict, and complicate what people say.

Even as individuals articulate their desires to care for Nim or convey their relations with him, it also provides images of Nim himself, in still photos, contact sheets, Super-8 footage, and even magazine spreads. These images invite your own efforts to understand, to believe what you see, to translate what you can. They also remind you that your capacity is limited. – Cynthia Fuchs

38. Cave of Forgotten Dreams – Werner Herzog

A documentary about the oldest artwork in the world may make the newest film technology viable for independent cinema. Werner Herzog’s Cave of Forgotten Dreams brings to life the

A documentary about the oldest artwork in the world may make the newest film technology viable for independent cinema. Werner Herzog’s Cave of Forgotten Dreams brings to life the Paleolithic treasures discovered in 1994 in Chauvet cave in southern France. Sealed off by a rockslide in the distant past, the cave has perfectly preserved a trove of bones, prints, and magnificent renderings of horses, bears, lions, rhinoceroses and other animals painted and etched into the cave walls more than 30,000 years ago.

You can’t get more intimate than Chauvet cave (named for one of its discoverers, Jean-Marie Chauvet), where precious few visitors are even allowed inside each year, and Herzog had to limit his crew to three, use battery-powered cameras and low-heat lights, and film from a narrow catwalk that snakes through the cave to keep anyone from damaging the floor. The crew could only shoot part of the time with their professional rig; otherwise, they had to make do with a smaller camera. Despite and because of such restrictions, Cave of Forgotten Dreams ranges widely. Scenes inside the cave that detail artifacts and show scientists at work alternate with footage shot in the surrounding landscape or in laboratories that features interviews with experts who discuss the significance of the finds and give mini-primers on various facets of Paleolithic culture. – Michael Curtis Nelson

37. The Beaver – Jodie Foster

An incredibly depressed father, husband, and businessman finds relief through a talking beaver puppet. This is not the beginning of a joke, though the images of Mel Gibson as Walter Black have spawned multiple humorous memes. It’s the premise of the year’s most surprisingly heartbreaking drama from director Jodie Foster.

Thanks to the finest of performances from its cast, The Beaver proves more relatable than many of this year’s more conventional pictures. Even though depression is an incredibly difficult dilemma to film, the brilliantly warped mind of screenwriter Kyle Killen conjured up the perfect means to depict the family’s struggle — a (possibly) malevolent beaver. It works so well, thanks in no small part to Gibson, you actually forget how odd it is for Walter to bring his beaver into work. And that’s no joke. – Ben Travers

36. The Muppets – James Bobin

Jason Segel and Nicholas Stoller don’t deserve all the credit for reviving Jim Henson’s felt army. After all, how hard is it to reintroduce and make charming a bunch of characters who have been building goodwill with certain audiences for over 30 years (and whose worst film, Muppets from Space, isn’t all that bad)? Yet Segel and Stoller have done something disarmingly tricky with The Muppets: they’ve made a film that respects Kermit, Fozzie, Piggy, and Animal not just as nostalgia objects, but comedians.

Minute for minute, joke for joke, The Muppets has the year’s best laugh ratio, and both its hilarity and sweetness come through in a group of new songs, from the moving “Pictures in My Head” to the ebullient “Life’s a Happy Song”. – Jesse Hassenger

35. The Trip – Michael Winterbottom

Nobody should look this miserable having a supposedly good time. No one, be it on holiday or as part of a cook’s tour of Northern England, should be so angst-ridden and afraid. But that’s exactly the look that UK funnyman Steve Coogan carries throughout this likable, laugh-filled quasi-documentary.

Taken from a six-part UK series co-starring the artist formerly/currently known as Alan Partridge and his comedian/impressionist buddy Rob Brydon, what was supposed to be a sunny adventure with his live-in love turns into a battle of wits between two men whose company they could each care less for. It’s a war we want to watch over and over again. – Bill Gibron

34. Warrior – Gavin O’Connor

Well before its September release date, the good people at Lionsgate hyped the hell out of their mixed martial arts film Warrior. Previews were all over the television. Banner ads flooded the Internet. The company knew they had a winner. Sadly audiences never listened, and Warrior bombed. The best dysfunctional family drama since The Fighter made so little at the box office it immediately lost any chance at immortality via Academy Award wins.

It deserves it, too. Warrior is a picture of tremendous power both in the ring and out of it, with three of the best characters ever to be put to the page and portrayed on the screen. It swings with the might of The Godfather and lands with the emotion of the first Rocky. Give it a chance, and it will knock you out. – Ben Travers

33. The Future – Miranda July

Some people saw a twee, precious detachment at work in Miranda July’s second feature film, probably because it has a few scenes narrated by a wounded cat, voiced by July. But it’s not really about the cat; it’s about two smart but hesitant thirtysomethings who decide to adopt the poor creature and, as such, give themselves a month to get their lives in order and ready for grown-up responsibility.

The ensuing time-freezes, affairs, and, yes, cat-speak have a lot in common with July’s short stories, which is to say they’re funny but also unsparing, sometimes beautiful, and often unsettling. There may be cute moments in The Future, but there’s also a nervous, aching core at its center. – Jesse Hassenger

32. Shame – Steve McQueen

The second film from Steve McQueen is as gut-wrenching and disturbing as his first. Set amid the extremes of luxury and lasciviousness found in 21st century New York, Shame focuses on the successful, handsome, and sex-addicted Brandon Sullivan (Michael Fassbender). McQueen’s visuals are planned and precise (and beautiful) almost to the point of inauthenticity, but that trait is offset by the frail, human performances given by Fassbender and Carey Mulligan.

Both play characters that are beset by passions that must be controlled for them to maintain their place in society. If McQueen is over the top in how he portrays their inner struggle (he does not shy away from the explicit) it is all in the service of making a widely appreciable and distressing point. – Tomas Hachard

31. Tomboy – Céline Sciamma

Jeanne (Malonn Lévana) likes pink. She’s six years old: her bedroom is painted pink, her bedspread is pink, and she wears a pink tutu when she practices her ballet lessons. As she steps and twirls, the camera in Tomboy observes her closely, her face composed, each foot carefully placed. Jeanne’s ten-year-old sister Laure Michaël (Zoé Héran) prefers blue. When their family moves into an apartment in the Marne valley, outside Paris, Laure’s mother (Sophie Cattani) is eager to know whether she’s pleased with her own new bedroom, painted blue, “just the way you wanted.” It’s summertime, so the girls are left to find their way around their neighborhood, without the framework of school, the structure that offers a schedule, a community, and an identity.

The film lets you ponder. What does it mean to be a girl, now? How do mothers and fathers sort out their responsibilities in shaping a gendered child? How is a ten-year-old girl like or different from her six-year-old sister? How do your friends assess you as a girl or a boy and why does it matter that you are one or the other? How does kissing or flirting or fighting shape how you feel about yourself or how someone else feels about you? And how do your feelings intersect with anyone else’s? Why does it matter that you assume and act out a single-gender, when you’re ten? It’s a terrific set of questions. And Tomboy lets you imagine your own answers. – Cynthia Fuchs

30. Film Socialisme – Jean-Luc Godard

Like nearly every film the French New Wave master has produced since the late ’60s, Jean-Luc Godard’s latest opus, the ambitious and confounding Film Socialisme, was dismissed by critics and avoided by audiences when it finally hit American screens last summer. But it’s their loss: Film Socialisme is as radical a slice of cinema as any you’re liable to have seen all year, a revelation to savor. Is it difficult? Certainly, but as with all serious art, its rewards are well worth the effort. – Calum Marsh

29. 50/50 – Jonathan Levine

50/50 was a gamble from the start. A comedy about a guy getting cancer with Seth Rogen playing the best friend didn’t sound like much of a winner on the surface. But the film is a fictionalized version of Will Reiser’s true story, written by Reiser himself. Who, at the time, happened to be a friend and co-worker of Seth Rogen. The part was literally written for Rogen, and naturally, he excels at playing himself, getting big laughs throughout the film. But the heart of the film is Joseph Gordon-Levitt, standing in for Reiser and playing the character with the perfect mix of humor, denial, and, eventually, acceptance.

Healthy 27-year-olds aren’t supposed to get cancer, and Adam (Levitt) naturally has a difficult time dealing with it. 50/50 deftly toys with the audience’s expectations. On one hand, it plays out as a well-written romantic comedy (a rarity these days), with the always-welcome Anna Kendrick turning in another fine performance. But on the other hand, the film keeps the focus on Adam’s treatment and the emotional difficulties it causes for him and everyone around him. 50/50 is a film rarity, able to balance comedy and drama equally without losing the humor or the emotions of its situation. – Chris Conaton

28. Pina – Wim Wenders

Breathing. When you watch bodies in Wim Wenders’ Pina, you hear and see them breathing. In a film about dancers — about the work of dancers, their efforts to tell stories, to move audiences, to help them wonder — this is no small thing. As it remembers Pina Bausch, the choreographer, the film also explores the relationship between bodies and films, using 3D in new ways. At first, this relationship might seem simple: dancers from Pina’s Tanztheater Wuppertal appear, they gesture or step, they are framed, and shots are cut together to insinuate or follow movements.

But soon Pina is doing something else: it’s breaking up and putting together the gestures and the steps, it’s gazing at faces, it’s not quite keeping up. The first dance in the film, Rite of Spring, from 1975 and set to Igor Stravinsky, is startling. Men and women dance in groups, approaching and retreating from each other, enacting the rite of coming together and apart, of violence and attraction.

As they dance, as they move and breathe and sweat, the stage is transformed. As dirt is laid on the floor, bodies become dirty: sex as dance as is work, a process, an adaptation. The dancers continue to move and sweat and breathe, and now come new sounds, scratching and scraping and softening, they move in shafts of light, they recede into shadows. Their efforts are increasingly, insistently visible in the 3D, an illusion of density the film doesn’t press but allows to hover. – Cynthia Fuchs

27. Super 8 – J.J. Abrams

In a year full of film nostalgia, Super 8 does double-duty, recalling the Amblin films of the ‘80s while also touching on the joy of making homemade low-budget films (and the never-ending quest for “production values”). While the monster-film aspect of Super 8 is its weakest facet, its ensemble of youngsters is as strong as you can find in this year or any other. They’re plucky without being typical “film kids”, their feelings ring emotionally true for adolescents, and director J.J. Abrams really nails the way a group of kids all talk over each other.

As much as Super 8 made me think about the films from my 1980s upbringing, what it really made me nostalgic for is hanging out with a gang of awkward-but-creative pre-teens. – Marisa LaScala

26. Le Quattro Volte – Michelangelo Frammartino

A unique celebration of the cycle of life, Michelangelo Frammartino’s second film, set in a remote Italian village, follows a sickly, elderly shepherd, a newborn lamb, a tree, and a coal kiln, all of these ‘stories’ tangentially linked. Frammartino has a magical gift for long, unforced sequences: one of these, in which goats run loose through the village, symbolizing the death of their master, is one of the most memorable and delightful of any this year. Cleansing and evocative, despite the lack of dialogue; otherworldly, yet grounded by the realization that death is never far away, Le Quattro Volte is perhaps even more beguiling than The Tree of Life.  Andrew Blackie

25. The Interrupters – Steve James

The murder of Derrion Albert seemed a turning point. A 16-year-old student at Fenger High School in Chicago, Albert was beaten to death in September 2009 during a confrontation in Roseland, a confrontation that happened to be caught on video. The video shows that the boy is hit multiple times with a railroad tie and then stomped on once he’s on the ground. It’s a horrific, hectic scene, and it has helped to convict four suspects. But even as the video attracted international attention, as well as public statements by Jesse Jackson and then Mayor Richard M. Daley, Eric Holder and Arne Duncan, it also only exposed what too many Chicagoans already knew, that “invisible violence” was ravaging the city.

CeaseFire is one group working to intervene in this “war zone.” And their efforts are made visible in The Interrupters. This magnificent documentary, from producer/director Steve James and author-turned-producer Alex Kotlowitz, was the centerpiece screening of last year’s Silverdocs Film Festival. It describes its focus in an opening title: “One year in the life of a city grappling with violence.” That year is laid out by seasons in the film, but it’s shaped by three Interrupters, former offenders now dedicated to stopping acts of violence. As it details their backstories and their current efforts, the film also considers CeaseFire’s premise, that violence can be treated like a disease, that its transmission can be interrupted. – Cynthia Fuchs

24. Moneyball – Bennett Miller

Moneyball is an underdog story at heart, but it shuns feel-good territory for much of its runtime. It is about baseball, yet there’s very little of the sport in it; it portrays the crux of the game as occurring behind closed doors, in antagonistic confrontations and terse telephone conversations. The film’s human element is handled exceptionally well by director Bennett Miller and is anchored by all-around fantastic performances.

Once again, following The Social Network, Aaron Sorkin has managed to make an unpromising subject palatable and absorbing; his and Steven Zaillian’s script bursts with witty and colorful retorts, ripostes, and observations. All of this makes Moneyball one of the most surprising standout films of the year — it’s hard to argue with its intelligence, humor, and honesty. – Andrew Blackie

23. Contagion – Steven Soderbergh

Get Matt Damon, Kate Winslet, Gwyneth Paltrow, and t other Oscar winners to play victims of a highly contagious virus that threatens to extinguish the human race. Get the studio’s marketing department to squeeze the hell out of the “horror” angle. Announce that you might be retiring from the film industry soon… On the surface, and because of the stories that surrounded its production, Steven Soderbergh’s Contagion, seemed like an imminent flop, or an Irwin Allen parody; for how could something so strangely chaotic end up working? Somehow it did and Soderbergh once again proved that he is a master of parallel storytelling and multi-character sagas.

The film often plays out like a hybrid of Nashville and Outbreak but there are never easy solutions or climactic scenes where all the stories come together. Soderbergh’s vision of a world so populated, yet so detached, made for a fascinating take on the dangers of globalization, and the way he subverts this perils through “genre”, made it 2011’s most terrifying film. – Jose Solís Mayén

22. Rango – Gore Verbinski

Rango reminds one of how special animation can be. It transports us to a place we’ve seen and experienced before and yet does so with a viewpoint so new and novel that it reinvests our always ripe cynicism with a fresh new coat of hope. It features flawless character design, dizzying narrative fun, a lot of brilliant voice work, and just enough nods to the studio standard type to remind us of why it was made in the first place.

It’s a billion times better than any Shrek, more fun than a barrel of minions, and runs rings around Rio and its ill-conceived ilk. This is a film that tried things, that didn’t play it safe, and in the end, wound up with something wonderful. While not as popular as some of the other crappy cartoons floating around out there, it’s still the best. – Bill Gibron

21. Cold Weather – Aaron Katz

With his third feature film, Aaron Katz (Quiet City) creates a fun mystery that is part film noir, part family drama. Laid-back brother and sister Doug and Gail are bored in Portland and looking for any type of excitement. When his girlfriend apparently disappears, it livens up their dull lives and offers them a chance to bond. You could call Katz’s filming approach “mumblecore” because of its minimalist style, but that wouldn’t give him enough credit. He writes believable characters that are likable even when they’re just hanging out.

Doug’s obsession with Sherlock Holmes is endearing, and watching the worn-down Gail’s energy return during their investigation adds to the enjoyment. Katz creates a believable environment that’s fun to live in and lets the story develop naturally as we grow fond of the characters. The result is one of the big indie surprises of the year. – Dan Heaton

20. Harry Potter and the Deathly Hallows: Part 2 – David Yates

The final film adaptation of J.K. Rowling’s saga of the boy wizard Harry Potter took its bow, melding “feel-good” fantasy with a realistic mix of happy and unhappy endings. Loose ends were woven together, gifting even minor characters with their moment in the sun. The ensemble cast of young performers and seasoned actors turned in fine performances without seeming tired of roles they have played for the better part of a decade.

Director David Yates can also be credited for wringing the maximum amount of emotion from moments that could have — in less capable hands — become mere flickers of light on the screen. Poignant without being sappy, the eighth and final installment of the Harry Potter franchise was a fittingly epic end to a modern epic. Lana Cooper

19. Bridesmaids – Paul Feig

Paul Feig, who previously toiled in a younger version of feminine pathos mixed with laugh-out-loud comedy in the legendary Freaks and Geeks (which he also worked with Judd Apatow on), guides the fast-paced Bridesmaids with the steady hand and occasional ability to slow things down (i.e. the wonderful airplane scene, Melissa McCarthy’s climactic speech to Kristen Wiig) that made his prior work so great. Enough about Feig, however, this film is built on a great script by Wiig and co-writer Annie Mumulo, and some fantastic performances.

Aside from the never-better Wiig and the now official comedy big-timer McCarthy, Bridesmaids is packed with a bunch of well-known comedic utility players. John Hamm’s scenes, heavily promoted and rightfully so, are almost forgotten amongst the work of Rose Byrne, Ellie Kemper, Maya Rudolph, Chris O’Dowd, and Jill Clayburgh (in her final on-screen performance). It’s a film loaded with comedy and affection for its characters. – Steve Lepore

18. Poetry – Lee Chang-dong

At the beginning of Lee Chang-dong’s haunting film Poetry, elderly writing student Mija (Yung Jun-hee) learns two disturbing facts: The first concerns her neurological health, which she chooses to keep secret. The second is her grandson’s participation in a crime that resulted in the suicide of a young girl. The fathers of the other delinquent boys want Mija to help them cover up the crime; while Mija’s encroaching dementia will eventually rob her of her memory, the people around her commit to appalling and willful forgetting. As a burgeoning poet, Mija’s efforts to “see” begin as a creative gesture, but when she realizes she cannot force her grandson to atone within his own heart, they take on a moral dimension.

Director Lee Chang-dong quietly observes her journey, trusting viewers to draw their own conclusions. His depth is matched by the astonishing performance of Yung Jun-hee. In subtle, disarming fashion, she conveys how Mija is awakening to all the good and destruction in the world just as it’s slipping away from her. By the conclusion, she and the film itself have achieved a rare and heartbreaking grace.  Marisa Carroll

17. A Separation (Jodaeiye Nader az Simin) – Asghar Farhadi

There’s a good reason A Separation is being hyped as a strong contender for Best Foreign Film at the Oscars: it’s a powerhouse drama, at first challenging, then scintillating, and finally overwhelming. All of its characters are basically good people confronted with the consequences of small moral wrongs; in turn, they carry around a palpable, pent-up rage that threatens to burst forth at any moment.

Writer-director Asghar Farhadi structures the film like a procedural thriller but uses this basis to explore deeper, perhaps irresolvable conflicts. It resonates strongly with a feminist perspective of life in contemporary Iran, exploring the entrapment of its female characters. Tightly scripted, appreciably nuanced, and flawlessly acted, A Separation will come to be seen as a pinnacle of Iranian cinema. – Andrew Blackie

16. Take Shelter – Jeff Nichols

With its languid pace and promise of a last act payoff, Take Shelter becomes an exercise in extended dread. We are instantly invested in Curtis’ issue, willing to follow as he becomes more and more misguided, and then pray that all the handwringing and personal pain lead to something legitimate. Luckily, it does, but there is more to this film than discovering just what our hero is haunted by.

Shannon is superb as the man haunted by Apocalyptic visions, a percolating performance that builds to a believable breaking point. We keep waiting for the moment when Curtis will pop when his fire and brimstone omens will lead to a violent outburst or a shouting match. There is a pivotal scene where things come to a head, but for the most part, Shannon suffers in silence and we willingly watch as he twists the sorrow inward. – Bill Gibron

15. Melancholia – Lars von Trier

One’s appreciation of Melancholia rests partly on whether, unlike David Edelstein at New York for example, you can “champion a film that is, in the end, so loathsomely anti-life-affirming”. Of the various apocalyptic films that screened in 2011, Lars Von Trier’s appeared the least upset about the oncoming end times. But its resplendent colours, painterly visuals, and perfectly choreographed marriage sequence were equally a demonstration of Von Trier’s incredible filmmaking prowess. Add on a powerful performance from Kirsten Dunst and yes, Melancholia may endorse nihilism, but it does so with a level of skill that cannot be ignored. – Tomas Hachard

14. Uncle Boonmee Who Can Recall His Past Lives – Apichatpong Weerasethakul

In many ways 2011 was a year of reconciliation for some of the world’s best filmmakers: Terrence Malick, Abbas Kiarostami, David Fincher, and Aki Kaurismäki all did exceptional work mining themes and aesthetics they’ve alternately pioneered and proliferated throughout their careers. With regards to innovation, debates can and have been waged over works of this nature and perceptions of their creators’ continued vitality and versatility within these perspective veins. It’s interesting, then, to consider the comparatively brief career of Apichatpong Weerasethakul — already amongst the world’s most vital young filmmakers, with such landmark mid-aughts works as Tropical Malady and Syndromes and a Century — who has, with his Palm D’or winning Uncle Boonmee Who Can Recall His Past Lives, subtly pushed the medium forward via natural artistic evolution and, ultimately, arrival.

Even as Apichatpong streamlines his typically mirrored narrative dialectic into linear exposition, Uncle Boonmee nevertheless represents an aesthetic synthesis of sorts, recycling, reconstituting, and re-imagining themes, techniques, and even characters utilized in his prior work, parlaying these associations into a brave new landscape of monkey ghosts, talking catfish, and innocuous apparitions. By transposing and reconfiguring his major stylistic and narrative concerns, Apichatpong has crafted arguably the young decade’s most forward-thinking work. – Jordan Cronk

13. The Descendants – Alexander Payne

Alexander Payne’s most recent film comes with the strong script we expect from him, effortlessly weaving one family’s personal tragedy into the history of Hawaii with a laid-back, island-time pace. But what’s most remarkable about The Descendants is how Payne coaxes great performances from unlikely places. Sure, George Clooney, who carries the meat of the storyline, is as good as ever.

But supporting him are career-making turns from Shailene Woodley (best known from The Secret Life of the American Teenager), Judy Greer (normally relegated to playing rom-com best friends), and Matthew Lillard (most often used for his goofball qualities). You wouldn’t expect to be able to throw a teen soap star, a perpetual best friend, and the comic relief onto an island together and get something so emotionally rich from them, but Payne did. – Marisa LaScala

12. Rise of the Planet of the Apes – Rupert Wyatt

When it was announced that Fox would be giving the Planet of the Apes franchise another try, the geek community mostly granted the news with a collective groan. The damage done to the Apes brand name by Tim Burton’s disastrous 2001 reboot was perceived to be so great that almost nobody gave the new film a shot to succeed. But the strong trailer assuredly convinced some people to give it a try, and maybe the general public is more forgiving than the geeks. Regardless, Rise of the Planet of the Apes became a surprise success, both commercially and creatively. 

Indeed, Rise takes a lot of chances for a big-budget summer blockbuster. The first half of the film is nearly all story and character building, with very little action. But the time getting to know super-intelligent chimp Caesar (played in motion-capture by the excellent Andy Serkis) and his surrogate human father Will (James Franco) is well-spent. As if that wasn’t enough, long stretches of the inertia-heavy second half are dialogue-free. Caesar plots to free the other apes from captivity and also make them as smart as he is, and he doesn’t do it by speaking to them. Director Rupert Wyatt’s confidence in his story and his actors pays off in the year’s most interesting summer film. – Chris Conaton

11. Le Havre – Aki Kaurismäki

The most uplifting film you’ll see all year about illegal immigration, death, and poverty Aki Kaurismaki’s fantastic new film is is ultimately a modern fairy tale underscored by a searing realism. A light tone and hopeful tenor runs through the entire film, but Kaurismaki never turns away from the sad realities that his characters must live through. It’s an important lesson to learn: that a film can leave you smiling without having to be blind to the most basic sources of pain in our lives. – Tomas Hachard

10. X-Men: First Class – Matthew Vaughn

A model of blockbuster filmmaking as well as a compelling political allegory, Matthew Vaughan’s well-crafted reboot of the X-Men franchise is a smart and intermittently exciting superhero film that, like the best examples of the genre, never feels like merely a superhero film. Privileging story, character development, and sociopolitical ramifications above frenzied movement in his stately action sequences, Vaughan leans heavily on his contesting male leads.

Although James McAvoy fashions Charles Xavier’s idealism with an ease that masks his effort, it’s Michael Fassbender’s turn as the viciously elegant nascent Magneto that elevates the film. Resplendent in his period wardrobe, Fassbender exerts his power over the film, molding it to his preferred form as his character manipulates metal. It’s perhaps not his finest accomplishment in a tremendous year onscreen, but First Class heralds Fassbender’s ascent to film’s elite and revivifies a major property in the process. – Ross Langager

9. Martha Marcy May Marlene – T. Sean Durkin

Is it one of the most engrossing films about a cult ever made, or a multilayered drama about an unreliable narrator with an impressively vivid imagination? Writer/director Sean Durkin doesn’t provide any easy answers in this dreamy but nail-sharp story of Martha, a lost young woman (Elizabeth Olsen, purposefully blank and sketchy) who holes up with her annoyed older sister while undergoing creepy flashbacks to her time with the cult she just apparently escaped from.

There won’t be an easy reprogramming for Martha, as she may have found the strength to escape the pull of the quietly sadistic leader (a malignant John Hawkes) but not to empty her mind of his poisonous ideas. – Chris Barsanti

8. The Artist – Michel Hazanavicius

Yes, Mel Brooks made a silent film back in during the height of his Me Decade’s power and no one then was suggesting it be nominated for Best Picture. The accolade that accompanied the release of this twee experiment by French filmmaker Michel Hazanavicius may be putting off some film fans, but it’s actually well deserved. By utilizing the antiquated format and finding the right balance between music and melodrama, The Artist actually transcends its type to become something more than a stunt.

True, the gimmick is front and center, but it’s also just one part of the merry meta experience. Indeed, everything, from the dead on performances to the use of known elements (musical cues, old Hollywood archetypes) tips Hazanavicius’ hand. The rest is up to the audience… and for now, they just can’t get enough. – Bill Gibron

7. Midnight in Paris – Woody Allen

Some of the year’s most lauded films dealt with nostalgia for the past, but none did so with the incisiveness of Woody Allen’s love song to Paris. Owen Wilson plays a modern-day writer — the Woody surrogate — who finds sudden inspiration in the City of Lights after befriending Ernest Hemingway, Salvador Dalí, and F. Scott Fitzgerald. The film’s time-traveling concept defies physics and the female characters are tinged with unbecoming shrillness, but still, few were unable to surrender to the film’s exquisite joys. With a superb ensemble that combined A-listers with scene-stealing character actors and dialogues that let you in on the jokes despite their artsy elitism, the film is a delight for both the soul and the brain.

Perhaps the most pleasant surprise of all was to see that the old continent seemed to refresh Woody’s outlook on life; he still fears mortality, loneliness and thinks too highly of intellectualism, but Midnight in Paris proved to be his most optimistic, pleasurable film since Manhattan. – Jose Solís Mayén

6. Hugo – Martin Scorsese

Hugo, Martin Scorsese’s adaptation of Brian Selznick’s marvelous The Invention of Hugo Cabret, is at once a time machine, a dream, a magic spell, a symphony, and a love letter to cinema itself, past, present, and future. Set in 1930s Paris, a scant few years after the invention of the “talkie”, Hugo is concerned primarily with the early days of the silent short (and especially the works of George Melies, played masterfully by Ben Kingsley), and filmed with the latest in 3D technology. But don’t let the apparent gimmickry fool you; Scorsese’s film is not just a crossroads of cinema through time, but a massive artistic achievement no matter how you look at the final product. Simply put, Hugo is an instant classic. – Kevin Brettauer

5. Tinker Tailor Soldier Spy – Tomas Alfredson

While some critics found Tomas Alfredson’s take on the classic John le Carre spy novel cold and overcalculated (not to mention complex and — perhaps — confusing), the truth is that, along with David Fincher’s fascinating Zodiac, this is one of the few thrillers that understand the inherent suspense in the old way of doing things. Back before cellphones and omnipresent surveillance cameras, long before computers instantly called up data, Cold Warriors walked the hallowed halls of their agencies, using footwork and hunches to discover the truth.

With terrific performances from an amazing cast and a collection of period-piece beats bound to make any ’70s survivor smile, the results truly resonate. As a matter of fact, this may be one of the best examples of the post-modern movement riffing on its predecessors ever. – Bill Gibron

4. Into the Abyss – Werner Herzog

Sending Werner Herzog into the woods of East Texas with his jabbing camera and querulous Germanic bark would seem like a recipe for unmitigated laugh-at-the-rednecks disaster. But Herzog’s documentary about a horrific murder and the execution scheduled to follow it turns out to be a stunningly impactful, open-minded, and humanistic investigation into the morality of and the industry of death.

Taking in all sides of the issue while still hitting home a strong editorial viewpoint, the director curtails the fuzzy amblings that critically wounded other recent efforts like Cave of Forgotten Dreams to deliver what should be the last film needed to be made about the state-sponsored barbarism that is the death penalty. – Chris Barsanti

3. Meek’s Cutoff – Kelly Reichardt

Kelly Reichardt’s latest is marked by its setting: The barren, desert terrain of Eastern Oregon. It’s 1845 and three pioneer families are being led West by Stephen Meek, a mumbling, bearded, egotistical guide. Their planned two-week trip has extended to five, with no end in sight. The first word we see is “lost” etched into a tree trunk; the first words we hear are the consolations of a bible passage. Meek’s Cutoff is a trudge, like the journey it chronicles, but it’s a thoughtful, entrancing one.

A remarkable new take on the Western, Reichardt’s film is made all the more powerful by the prominent emphasis it places on the three female travelers and the hesitancy toward the unknown that unravels in various ways over the course of the film. – Tomas Hachard

2. Drive – Nicolas Winding Refn

Nicolas Winding Refn’s thrilling film charms you with the smooth lights of Los Angeles and then pulls back the curtain to reveal the brutality underneath. Ryan Gosling’s unnamed lead is a quiet guy who appears kind and gentle on the surface, but that emotionless mask hides the brutality underneath. With ‘80s synth-pop tracks playing in the background, he smoothly drives for small-time heists in the dark of night. These moments hearken to the best of Michael Mann’s urban visions, but then Refn takes the story to a much different place. The shift can be off-putting and works much better after reflecting on the filmmakers’ deft moves.

Despite a cute and brief romance with Carey Mulligan’s Irene, there’s little chance for this guy to find peace in this nasty world. It’s a stunning film with a singular style that places it at the pinnacle of a strong crop of 2011 releases. – Dan Heaton

1. The Tree of Life – Terrence Malick

Terrence Malick’s shimmering and audacious The Tree of Life, about a Texan family in the ’50s, was my favorite film of 2011, but I almost couldn’t bear to watch it. No other film in recent memory has made me feel — in such a trembling, visceral way — the fragility and miraculousness of life, from the level of the cosmic to the everyday. Nostalgic but never precious, The Tree of Life envisions the world as one imagines a child might, where fragments of daydreams, memories, and beloved picture-book illustrations comingle in the mind’s eye.

The rhythm of the film is a wonder, capturing the joys, bewilderments, and terrors of childhood with nimbleness and accuracy that few other films will ever match. Its stunning images convey intense sensations, like the thrill of jumping on a springy bed, or the jolt of seeing the singed scalp of a neighborhood boy who survived a fire, or the dread of being summoned by one’s volatile father before knowing what type of mood he’s in.

But Malick is also concerned with larger issues: How do we conduct ourselves if no one may be watching? How do we endure the pain of life if no one is listening to our secret, plaintive thoughts? While the conclusion of The Tree of Life may not be as powerful as everything that precedes it (nor as enthralling as the finale of Malick’s earlier film, The New World), the film is a singular, glorious achievement. – Marisa Carroll