Creating this list has filled me with a dizzying amount of joy and dread. 2012 was a year that offered so many examples of daring and thrilling cinema that it was difficult to even determine what the criteria should be for a list of my personal ten favorites. In the end, I went with my gut, selecting those films that not only hit me hard in the theater, but also lingered with me for days, weeks, or months afterwards. All of which I can still vividly recall.

I focused on the films first, ignoring their periphery. But afterwards I was pleased to see films released from each season, as well as a mix of studio and indie features, made here and abroad (well, the U.K. and Canada.) And with so few female directors getting buzz this awards season, I was happy that three films helmed by women not only made my list, but moreover made my top five!

My only regret in this moment is that I couldn't include festival favorites, Sally Potter's Ginger & Rosa, as it won't get a domestic release until February of 2013, and the enigmatic yet haunting Indonesian drama Postcards from the Zoo, which shamefully hasn't gotten U.S. distribution. Still, I'm in love with this collection of movies, some of which messed with my head, others rattled my nerves, and the rest played with my heart, swelling it and breaking it in turn. Just reflecting back on them all was as exhausting as it was rewarding.


#10: Cosmopolis
I have to confess, ten minutes into David Cronenberg's deeply bizarre political thriller, I was slouched in my seat scowling and hating it. The performance style was so wooden it was grating. The lighting made everything look flat and ugly. The dialogue was stuffed with business talk I couldn't follow, so I gave up. I quit trying to understand Cosmopolis. Then, the rush of words and weird imagery, from riots with effigy rats, to a squirm-inducing proctology exam, and mountingly strange sexual encounters, washed over me. At some point along the world's most winding path to get a haircut, I found myself totally riveted. To get across a story of a man so wealthy he feels above everyone and everything, Cronenberg made his movie revolting, and in doing so delivered a more fascinating and bolder political message about the age of Operation Wall Street than any other filmmaker has yet dared.

#9: Lawless
Based on the local legends that brewed about bootlegging brothers and folk heroes the Bondurants, Lawless offers some of the most beautiful but overlooked performances in a year spoiled for choice. Tom Hardy and Jessica Chastain drew more attention for The Dark Knight Rises and Zero Dark Thirty respectively, but their chemistry and character work here is too haunting and scintillating to forget. He's the growling, cardigan-coated ringleader of the brawling Bondurants. She's a glamorous big city girl hiding from her past in his small town speakeasy. Their attraction is immediate, smoldering and deeply satisfying as its slow burn romance builds to a climax where Chastain's strong, sensual, and fully nude heroine crosses from her room to Hardy's bed with a confidence that is cool and hot all at once. But it's the pivotal moment where the two fight before a shootout showdown that is one of the best scenes of the year.

#8: The Cabin In the Woods
Leave it to Joss Whedon to bring horror out of the shadows! This year even critics who can't stand the genre rallied behind Whedon and co-writer/director Drew Goddard's inventive and disturbing commentary on modern horror. On its surface, it's a movie about twenty-somethings being tortured and slaughtered during a weekend excursion in the woods, a pretty common horror premise. But Goddard and Whedon built a world that goes far beyond (or beneath) this simple story to draw attention to the people who create such terror-filled tales, as well as the audience they are aiming to please. The Cabin In the Woods forces us re-evaluate horror iconography, while playfully calling out our love of carnage, and delivering a sick, entertaining and at times hilarious adventure. It was a badass accomplishment and one of the most fun viewing experiences of the year.

#7: The Imposter
The Texan family at the center of this documentary has suffered a great deal. In 1994, they lost their youngest member, 13-year-old Nicholas Barclay. Then, when it seemed he'd surfaced four years later in Spain, they rushed to retrieve him, only to find a young man who didn't look much like Nicholas and spoke English with a thick French accent. Still, why would someone lie about being the missing son of a lower-middle class American family? They took him in, but when the truth came out about identity thief Frédéric Bourdin, the press was cruel to the Barclays. How could this have happened, the media scoffed? Watching Bart Layton's shocking and stylish doc, it's easy to understand. Beyond giving the Barclays a chance to share their side of this bizarre story, Layton also offers insightful interviews with the arrogant and unrestrained Bourdin, a man savvy at manipulation, with a devilish smile and an inescapable charm. Even knowing all the crimes he's committed, and all the lies he's told, it's easy to be pulled into his scandalous stories, and wonder if they're true.

#6: Wreck-it Ralph
There have been several imaginative and exciting animated features in theaters this year, but only Wreck-it Ralph has made my top ten. I'm at best a casual gamer, yet found the interweaving worlds of Litwak's Arcades' video games completely absorbing. From Fix-it Felix Jr. to Hero's Duty and Sugar Rush, Disney's animation team built distinct and stimulating settings inhabited by characters that were fresh yet familiar. The voice cast of John C. Reilly, Sarah Silverman, Jack McBrayer and Jane Lynch brought a vibrant life to its characters, who unravel a touching story about self-discovery, friendship and self-sacrifice. Sure, it's filled with clever allusions to real video games, but what makes Wreck-it Ralph a standout is how beautifully writer-director Rich Moore balanced his outlandish characters with a thought-provoking and heartwarming story of a bad guy who does good.

#5: Your Sister's Sister
Set predominantly in a remote cabin outside of Seattle and focusing on only three characters, Lynn Shelton's latest dramedy feels deeply intimate and tender. Its plotline is simple. A lonely man takes the advice of his best friend—who he secretly longs to love—and heads to her family's cabin for some solitude. There he meets her heartbroken sister, and after much booze and little thought they fall into bed together. The next morning the best friend pops by, and a heavy secret lies in the center of this tricky love triangle like a time bomb. A lesser director would oversell the drama with showy scenes of big tears and wailing, but Your Sister's Sister is so grounded in naturalistic dialogue (largely improvised) and the buzzing chemistry of its sharp stars (Mark Duplass, Emily Blunt and Rosemarie DeWitt) that it's easy to forget you're watching a movie. But what really makes this feature so unforgettable is how Shelton rejects judgment of her characters or their less noble actions. No one is good or bad, just flawed and trying. It's this that tangled me in their story and had me pining desperately for as happy an ending as these three flawed but fascinating characters could manage.

#4: Argo
In the cushy seats of an extravagant New York movie theater with impeccable surround sound, a grand balcony and thick velvet curtains that pull back to reveal a massive screen, you're just about as far away as could be from the cold and terrifying reality of being trapped in a hostile nation flush with enraged nationalists who want you dead. Nonetheless, Ben Affleck's Argo threw me into their plight with full force. An accomplishment made all the more impressive by the film's bounding from steely strategy meetings in Washington, D.C. to the schmoozing parties of Hollywood and dangerous protests in Iran without losing focus or momentum. Affleck not only makes history come alive, he makes it a totally enveloping ride with a sound design that swarms audiences and forces them to feel as if they are trapped inside the car being hammered on by angry men, or in the belly of a plane as it growls toward flight and freedom. When I saw Argo last fall, I suspected it would be on this list, and for a time, thought it would be my #1.

#3: Wuthering Heights
Because it is Andrea Arnold's follow-up to Fish Tank, that is the only reason I was interested in seeing this adaptation. I had read Emily Brontë's book in high school and loathed it. Heathcliff and Catherine were odious to me, and I couldn't comprehend how their grim story was a romance. Arnold changed my mind completely with her visceral take on Wuthering Heights that excises huge sections of the novel and centers itself firmly on the moods of Heathcliff, a foundling brought into a modestly affluent household, but loved by only one of its members, the fiery young Catherine. For the first half of the film, its protagonists barely speak. Their connection is formed by touch, both tough and tender, which Arnold's cinematography makes tangible with its pulsating close-ups of flesh, blood and hair. Their attraction and love is almost animalistic, and when society forces them into cages of civility and separation, we share in their pain and outrage. While others cheer the talent of Beasts of the Southern Wild's tiny ingénue Quvenzhané Wallis, I argue the performances of newcomers Solomon Glave and Shannon Beer deserve wild praise for their captivating blend of beastliness and vulnerability.

#2: Zero Dark Thirty
Since this movie hasn't yet opened in wide release, I'm going to avoid spoilers. But even avoiding specifics, there are so many things to admire in Kathryn Bigelow's follow-up to The Hurt Locker. There's the sprawling and fantastic cast that boasts Jessica Chastain, Kyle Chandler, Jennifer Ehle, Jason Clark, Chris Pratt and Joel Edgerton. There's the deft editing that makes a film that clocks in at over 2 ½ hours feel riveting and fast-paced. But what's most remarkable about Bigelow's drama about American forces' hunt for Osama bin Laden is its restraint and rejection of sensationalism. This is no rah-rah nationalistic tale of American power and pride, nor is it a damning criticism of the CIA's methods to extract information from terrorists and their accomplices. Instead Zero Dark Thirty offers a complicated portrait of a CIA agent (Chastain) who relentlessly seeks the man responsible for 9/11 without getting caught up in anguish, rage, or revenge. The film lays out the good and the bad of these events, leaving its audience to draw their own conclusions. It's a move that sets Bigelow apart and left me in awe.

#1: Anna Karenina
Overwhelming rapture. That is what I felt watching Joe Wright's breathtaking take on Leo Tolstoy's oft adapted romance novel. Last summer I had seen the six-minute clip that revealed the unconventional theatrical approach Wright was taking. He not only staged the film largely in a lavish theater, but also created a heightened performance style where high society literally bends over backwards to take in fireworks, handheld fans flap like agitated wings, and characters glide as if life were a dance number, gorgeously and boldly choreographed. By the time I went to see Anna Karenina, my hopes were so high that I worried no film could live up to them. But Wright's risks paid off.

Much like Anna was seduced by Vronsky, I was swept away by the film's dynamic staging, where sets and actors swirl through the frame with dazzling ease, its moody romances, and Anna's inescapable tragedy. As soon as the credits came up, I wanted to see it again. In IMAX. In 3D. I wanted to roll around in its lush art design, tangible emotions and probing heartbreak. I walked out of the theater intoxicated, and knew Anna Karenina was not just one of my favorite films of the year, it was now one of my favorite films, full stop.

Great Movies That Didn’t Make The Cut: The Avengers, Life of Pi, Two Days in New York, Silver Linings Playbook, Lincoln, The Raid: Redemption, Goon and Cloud Atlas.

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