in

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 Hobbitwon’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 makeHoly 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 joinsGone 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