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1. The Artist — Like all film lovers, I've held my nose and plowed through the silent classics in order to develop an appreciation for the caveman days of the art form. I found all of them, even the "greats" from the likes of Keaton, Lloyd and Chaplin, to be as about enjoyable as salt mining. Frankly, I'm worried about anyone who says they actively watch silent movies for their own enjoyment rather than the need to be educated. The Artist, however, defines the term of addition by subtraction and refines the bare essentials of cinema to tell a run-of-the-mill, A Star is Born-style story with heartbreaking precision while also commenting on the art form and the style it possesses.

2. Moneyball — This book really shouldn't have been turned into a movie. Somehow, Bennett Miller rescued this thing from development hell and turned it into the best baseball movie I've seen not called Field of Dreams. Every time I think of the film, I think The Social Network, because it's so similarly paced and deliriously brainy.

3. The Girl with the Dragon Tattoo — I can take or leave the Swedish versions of Stieg Larsson's potboilers, but David Fincher works his magic and turns them into brilliant and important films. The transformation he elicited from Rooney Mara will establish her as an acting dynamo who will get whatever role she wants for the rest of her life. The movie is outrageously long, but feels almost too short. That's a Tarantino-style sign of sheer brilliance.

4. Midnight in Paris — If Woody Allen's elegaic tribute to the golden age of intellectual radicals — which doubles as a sly comedy mocking the very essence of nostalgia — wins best picture, somehow topping the three movies I loved more — I would be thrilled. My fear is that it will be damned with the faint praise of a best original screenplay Oscar, but the awards won't be this movie's legacy. Allen bends Owen Wilson like a pretzel to become his avatar, who replicates Allen's heart, wisdom and cluelessness rather than his mannerisms.

THE PHILMGUY REVIEWS: THE GIRL WITH THE DRAGON TATTOO STARRING DANIEL CRAIG AND ROONEY MARA

5. SuperRainn Wilson and Ellen Page make the most disturbed, dysfunctional and alarmingly repressed heroic couplet since Batman and Robin. Everyone gushed over the similarly-themed Kick-Ass, and justifiably so, but I fear that film sucked up all the love and left none for the superior, devilishly written Super.

6. Your Highness — When my fellow critics rained hell upon David Gordon Green and company for what was supposedly an awful, misfired waste of time, I was disappointed. Surely, they couldn't all be a bunch of morons who just didn't get what Green was trying to do, right? Turns out they were. A sly, Blazing Saddles-style mockery of all things dungeon and dragon, this should have killed in the year that the fantastic Game of Thrones gave HBO a one-up when it appeared to be about out of lives. James Franco and Danny McBride make beautifully awful music together.

7. Straw Dogs — Taking on the neoclassical tactic of taking an imperfect but potential-filled original and reshaping it into a masterwork, Rod Lurie improves upon Sam Pekinpah's 1971 fever dream meditation on masculinity and lifts it to higher ground. Juxtaposed with the Battle of Stalingrad, the drama commands career-defining performances from James Marsden and Kate Bosworth, who plumb brutal depths to find their darkest places. The movie is defined by the writing and storytelling rather than the performances, but the whole thing would have derailed had the stars not been at their absolute best.

THE PHILMGUY'S DVD REVIEW: MIDNIGHT IN PARIS

8. Red State — You know that scene in Walk the Line where the record label exec gives Johnny Cash one last chance to sing, telling him to dispense with the gospel nonsense and sing the song that screams from his inner depths like a primal roar? This is that primal roar from Kevin Smith. The socio-political commentary dressed up as an exploitation thriller marks a hard right turn from anything he's done previously. He's famously said he's about done making movies, and few believe him. Well, I do. I believe he's done making Cop Outs and done bowing to anyone who would dare stand in front of his sadistically witty visions. Smith has shed the cocoon and evolved into a higher being as an artist and commentator.

9. The Future Miranda July seems like the universal soulmate — the off-kilter, zany artist whom anyone would think they've known all their lives. The only time I've spent with July has been in her movies, but I feel as though I know her. She stares into the fatalistic angst of life in your 30s and pulls out the saddest comedy you'll ever want to bathe yourself in over and over again.

10. Rise of the Planet of the Apes — The acting in this movie is superb, with James Franco and Andy Serkis forming the most unlikely, heart-incinerating father-son bond you're ever likely to see. Very much a Batman Begins for the oft-rebooted and forgotten franchise, I adored the way it focused on relationships rather than resorting to sci-fi silliness in its lowest form. This is very much the film, to borrow from the filmmaker who made the No. 8 movie on the list, in which the monkeys spank us.

Honorable mentions: Young Adult, Source Code, The Adjustment Bureau, We Need to Talk About Kevin.

Worst movie of the year: Cars 2 — I've disliked some other Pixar work, including WALL-E and Ratatouille, but this one is so putrid and revolting that it becomes the first film from the studio that I outright despise and refuse to allow into my house. There is no life or entertainment to the film whatsoever. It's a numb cash-in on characters popularized by a mediocre movie. Any film that relies on Larry the Cable Guy for half its entertainment quotient is pretty much dead on arrival.

Dishonorable mentions: No Strings Attached, Zookeeper, Monte Carlo, Crazy, Stupid, Love.

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