Last year, I had 11 films eligible for my top 10 list so picking one out of the bunch to leave off was incredibly easy to do. This year, I had 19 films fighting for slots. That six film difference shows just how stellar this year has been for film. Choosing ten films to put on this list was a challenging job, and even though these ten films are technically ordered in a way that suggests one is better than the others, they are all so close in terms of quality that I find now, more than ever, the ranking of films to be arbitrary. This is the fourth top 10 list I've ever made and I would say it was, by far, the hardest list to make and one where I would wholeheartedly recommend every film on it to anybody I know. And tonight, on Oscar night, as we prepare to name the "Best" films of the year, I feel positive in saying that, regardless of what comes out on top, many of the major films this year are worth celebrating. 2012 was a terrific year for film and I only hope that 2013 can supply just as many, if not more, great times at the movies. But before we get to the Top 10 list, a few pointers:

I could not see the following films and, thus, they will not be included on my Top 10 list:

*Killing Them Softly *Rust & Bone *The Intouchables *Amour

Amour, Rust & Bone and The Intouchables never came to a theater near me, unfortunately, while Killing Them Softly was out of theaters long before I had the chance to check it out. I guess that's what having an F Cinemascore will do to you!

HONORABLE MENTIONS 

(in alphabetical order) 

Anna Karenina*The Avengers *The Cabin in the Woods *Compliance *Django Unchained *Life of Pi
*Looper *Skyfall *Ted

Anna Karenina is an elegant film that will certainly polarize audiences, but it swept me away. The Avengers is one of the best action films in years thanks, primarily, to the solid script by Joss Whedon. Speaking of Whedon, his screenplay for The Cabin in the Woods (co-written by director Drew Goddard) made for one of the most original and unpredictable films of the year, and one of the best horror films of the past decade. Compliance is a stunning and controversial film from relative newcomer Craig Zobel. Django Unchained showcased a more mature Tarantino, infusing thought provoking ideas with his typically great dialogue and off-the-wall action. Life of Pi is a visually stunning and intelligent meditation on religion. Looper is an original science fiction thriller that asks tough questions and pacts an emotional sucker punch. Skyfall does for 007 what 2009's Star Trek did for the Enterprise. And, finally, Ted is the funniest comedy of the year, and a film that doesn't forget to mix some sweetness in with the raunch. All nine of these films are worthy of placement on a Top 10 list, yet they just barely missed the cut. That's a testament to how remarkable this year truly was.
So, without further ado, here is my Top 10 Films of 2012...

10.)  Magic Mike (dir. Steven Soderbergh)

"Entrepreneur/stripper? Stripper/entrepreneur?"

Contrary to what the (apparently effective) commercials and trailers would lead one to believe, Magic Mike is much more than a film in which Channing Tatum and other attractive young men dance around in the nude. To the ladies out there that were disappointed by the fact that the film was more about what these characters were doing when their clothes were on, I advise you to re-watch the film with a different mindset because it's pretty damn good. And, to the straight males that refuse to watch this film due to the sequences in which the characters are nude, I'm sorry that you're not confident in your sexuality because you'll be missing out on a truly great film.

The truth is, Magic Mike is not an all male version of Showgirls. It's a version of All About Eve set in the world of male stripping, with a bit of Boogie Nights thrown in for good measure, crude humor that would make The Hangover blush and the realism we've come to expect from Steven Soderbergh. Most importantly, it is a decidedly human story about a man walking a tight rope between having fun and taking responsibility. We may not always agree with the decisions that Channing Tatum's Mike makes, but we constantly like him and want him to succeed, due to both the smart screenplay and Tatum's understated, completely natural performance. In lesser hands, Mike would come off as, frankly, a douchebag that the audience will have trouble sympathizing with. In Tatum's, he's one of the most likable and oddly relatable characters of the year. As the realities of a life filled with drugs, casual sex and irresponsibility creep into the frame, we sit on the edge of our seats waiting to see if he leaves it behind. That's not to suggest Magic Mike is a heavy film - it's often hilarious- but it's much deeper and more dramatic than you might expect. 

And, once again, I will address the straight males reading this that refuse to see this movie. As a straight male, the last thing I'm interested in is seeing Channing Tatum and other muscular men dance around in almost nothing. Take my word for it, this film is much more than just nudity. And, if that doesn't work, read this wonderful article from the terrific site Cinemablend, check out the terrific soundtrack and consider the fact that Olivia Munn is shown topless within thirty seconds of the film beginning. Yeah, you're welcome. 

9.) The Master (dir. Paul Thomas Anderson)

"This is something you do for a billion years or not at all."

Paul Thomas Anderson's The Master is not interested in telling audiences a story. It is a film about ideas, one that asks it's audiences to think about what is going on in the film rather than follow any sort of plot. And, yes, while the Cause at the center of this film is clearly modeled after Scientology, this is a film about all religious organizations. Through The Master, PTA asks the audience to consider where the line between true belief and blind following lies, and to contemplate the dangers of not being able to find said line. 

From a technical standpoint, The Master is sheer excellence. It's cinematography is astounding, the score is unsettling and effective, and the production design is completely realistic and, at times, quite beautiful. Paul Thomas Anderson is one of the best directors working today, if not the best, and The Master serves as a reminder of his immense talent. While the film, as a whole, is only the ninth best of the year, if I was to make a list ranking individual sequences from films, I could think of at least three from The Master that would be worthy of high placement. From the first "processing" scene, a sequence so intense I started to actually feel sick watching it, to a chilling monologue by Amy Adams,  and, finally, to a sequence set inside a jail that is one of the most well acted scenes of the year. On that note, the performances are uniformly strong. As prententious and ungrateful as he may be, Joaquin Phoenix's performance is the best in any film this year. And he's in good company with Philip Seymour Hoffman and Amy Adams. 

Now, The Master will play differently to everybody that sees it and I can't necessarily fault those who don't appreciate it. Filmmaking aside, movies that don't so much follow a story as they do examine an idea are not for everybody. Not to mention, those that are not interested in contemplating religion will, more likely than not, find nothing to latch onto with this film. But religion and the mentality of those both leading and following the leader has always interested me. Paul Thomas Anderson's dark and relatively pessimistic examination of this theme riveted me and left me with material to contemplate for months. 

8.) Les Miserables (dir. Tom Hooper)

"To love another person is to see the face of God."

There is something about breaking out into song on camera that just doesn't make sense to me.It may work on stage but on screen, it just looks ridiculous. Prior to 2012, there have only been three musical movies I've enjoyed. Hairspray, which is intentionally campy, Moulin Rouge!, which is so over the top you'd feel weird if the characters didn't break out into song, and Chicago which remains the gold standard for musicals. And the world of Les Miserables is so dark and gritty that translating the musical from the stage to the screen seemed like an almost impossible task, especially with it's sprawling plot that spans generations and features dozens of characters. Yet, somehow, Tom Hooper managed to succeed in this almost impossible task. As with all movie musicals, Les Miserables won't appeal to everybody. But having grown up with the Broadway musical's soundtrack blaring through the house and after being disappointed by so many Hollywood attempt at recreating a stage musical, it's refreshing to see this great story be given the worthy film treatment.

Much has been made of Anne Hathaway's performance. And there is a reason for that as she is, by far, the best thing about this film. With a runtime over 150 minutes, Hathaway manages to steal the film in around 20. Her version of "I Dreamed a Dream" cements her into cinema history and ensures her a spot on any A-list. If you dislike the film, that's fine. Musicals aren't for everybody. But if you dislike her performance? I'm sorry, I don't see what you're talking about. It's one of the best scenes of the year and one that has stuck with my since I first saw the film.

Even when Hatahway isn't on screen, however, the film continues to impress. It's visually stunning with gorgeous sets and a sense of realism that you wouldn't expect from a musical like this. The cast as a whole (yes, even Russell Crowe) turns in strong performances and manages to infuse their impressive vocals with an appropriate amount of dramatic weight. Les Miserables is a powerful, emotional story that could come off as over the top quite easily on screen. In the capable hands of Tom Hooper, however, the film really works and is a worthy adaptation to the beloved classic of which it is based.

7.) Lincoln (dir. Steven Spielberg)

"The greatest measure of the Nineteenth Century. Passed by corruption, aided and abetted by the purest man in America."

It's been a while since I've truly enjoyed a Spielberg film. While he is an unquestionably talented man, his directorial lows are very, very low. His penchant for hitting emotional highs often border on camp, and his lack of subtlety is always distracting and almost always hilarious. Lincoln completely sidestep these grenades that destroyed many of Spielberg's recent films. In fact, Lincoln stands amongst the very best in his filmography, partially because it is a decidedly un-Spielberg film,  and partially because it is a truly well made biography.

Tony Kushner's terrific screenplay has the misfortune of competing with one of the toughest years for adapted screenplays. In any other year, Lincoln would be viewed as the surefire winner. For a period piece, Kushner's screenplay feels incredibly modern and isn't as stiff or dull as we may expect. At it's best moments, the film feels like a version of The Social Network set during the 1800s. It's screenplay is also uncompromising with it's politics. As Lincoln seeks to procure votes, I felt as if I was watching an episode of "The West Wing" or "The Good Wife." Kushner doesn't write for the lowest common denominator- he writes an intelligent screenplay that doesn't pander, reduce his characters nor the situations they're in to clichés, or try to overwhelm the audience with it's emotional beats. In fact, the emotional beats are all the more effective due to how understated they are.

And then, of course, their is Daniel Day-Lewis, a truly brilliant actor that has proven time and time again just how well he disappears into performances. Obviously, I don't know whether or not Lincoln acted the way he does in this film, but I sure as hell believe that he did. Day-Lewis completely embodies the role and disappears into the performance. The stacked cast- even minor roles are played by recognizable faces- are uniformly strong, with at least five performances, not including DDL's, that I'd consider Oscar worthy. Welcome back to the big leagues, Mr. Spielberg. Please don't leave us again.

6.) End of Watch (dir. David Ayer)

"What's a hero feel like?"

The biggest surprise of the year, by far, was David Ayer's End of Watch, a cop drama that looked shockingly awful in it's trailers and proved to be anything but. In fact, I don't think there was a more suspenseful or exciting film this year. Right from the first shot, Ayer thrusts us into a realistic world filled with dangers, and establishes right away that, like in real life, death doesn't hold back. Anybody, and everybody, is at risk of being killed off in this film, and both the violence and police related action reach documentary levels in terms of realism. This is a police film like few others, and a much better film than the trailers suggest.

But, at the core of the film, is the friendship between Jake Gyllenhaal's Brian and Michael Peña's Mike, which never rings a false note. Both actors improvised almost all of their conversations, and it shows. Their interactions make you feel like you're watching two life long friends. But, most impressive are the risks Ayer takes as he develops the characters. Within seconds of appearing on screen, Brian and Mike start shooting at two criminals they were engaging in a car chase with, whom they eventually kill. That's a risky way to introduce your leads yet, by the end of the film, we grow to love and respect both men, the people they work with, and their families. In a way, it's one of the most positive depictions of cops I've seen in a recent film, while also being one of the most realistic. And all of this character development is crucial to selling the final third of the film, where the main characters are thrust into the midst of a gang rivalry that could cost them both their lives. The tension during those scenes is unreal. 

Action packed, suspenseful, brutal, dramatic and oddly humorous are all adequate descriptions for this highly underrated film. The fact that this film only grossed $41 million at the box office is baffling to me. It's more exciting than any action film this summer, and has all the making of a genuine crowd pleaser, without sacrificing any artistic integrity or edge. It's one of the most widely accessible films of the year, and certainly one of the most broadly appealing ones on this list, and even if you don't think you'll fall into the category of people that will enjoy this movie, I'd be willing to bet that you're wrong. 

5.) The Perks of Being a Wallflower (dir. Stephen Chbosky)

"My life is officially an after school special."

Teen movies might just be the hardest genre of film to pull off successfully. I mean, let's do the math. Each year we have, at the very least, three great dramas, a solid comedy or two and, if we're really lucky, a terrific action film. And in the past decade I count three truly great teen movies (two if you don't count Juno as one). Well, The Perks of Being a Wallflower makes four and, in my opinion, it's the best teen movie since the 1980s. It's a film that succeeds partially because it has truly wonderful source material to work with, but also because it doesn't minimize it's characters. These characters aren't dealing with shallow issues like finding prom dates. They are dealing with real issues that are both dramatic and relatable and they form an instant connection with the audience. 

Quite simply, director Stephen Chbosky (who wrote the film and the book of which it's based) knows how to capture the magical feeling of high school without trivializing it. Emma Watson, who plays the object of affection for Logan Lerman's Charlie, is introduced with a shot that frames her face as being almost angelic. Is there a better way to capture the feeling of seeing a crush for the first time? What about a wonderful scene set inside a tunnel where Charlie, for the first time in ages, truly enjoys his time with friends? Chbosky manages to depict not only the surface action but the deeper meaning behind the scene. The high school experience in this film is the most realistic I have ever seen in any form of entertainment, both in terms of what happens to the characters and the emotions that they feel because of it.

Chbosky has also assembled a truly talented ensemble of teen actors that all have the potential to make it big. Emma Watson is already well known from a little franchise called Harry Potter, but manages to successfully transition to more mature, complex performances with this film. But it's Logan Lerman and  especially Ezra Miller who truly steal the show. Not to trivialize the performances in other teen films, but rarely are actors ever asked to do much that would cause them to stretch their dramatic muscle (that's a complaint about the films themselves, not the actors in them). In Perks, the actors are asked to both be funny and very dramatic. Both actors are completely up to the challenge, and I'll be willing to bet both of their names will be thrown around in Oscar seasons to come. As for The Perks of Being a Wallflower, I think it's only a matter of time before sits on a shelf with The Breakfast Club, Fast Times at Ridgemont High and Mean Girls as a definitive example of the teen movie genre executed perfectly.

4.) Zero Dark Thirty (dir. Kathryn Bigelow)

"You can help yourself by being truthful."

It's funny how the quote that stuck out to me the most from Zero Dark Thirty involves being truthful. I'm sure I don't need to remind anybody of the extreme controversy the makers of this film had to put up with to release this film. Was it supporting torture? Was it portraying the Middle East in a negative light? Was it factual? The film was put under a microscope for both fair and, primarily, unfair reasons. But have the people crying foul actually seen the film? Zero Dark Thirty is not a film that's interested in taking a stance on any issue. I'm not even sure that it has a deeper meaning. It is, simply, a procedural recounting the events that lead to the assassination of Osama bin Laden. Is it completely accurate? I have no reason to suspect it's not. And, regardless of accuracy, there is no denying that it is an incredibly well made and suspenseful movie.

With near perfect direction by Kathryn Bigelow, Zero Dark Thirty engrosses it's viewers from the moment the lights dim and we hear the voices of the men and women whose lives were lost on 9/11. This is a film which depicts the past ten years not only in terms of the steps our government actually took to catch the terrorist responsible for the attack but also the emotions that we, as a nation, felt throughout the hunt. The film is often brutal to watch, and is extremely suspenseful, but it is far from entertaining. Yet, there is something truly awe inspiring to see a master at work. Following up The Hurt Locker, Bigelow has cemented herself in history to be the first- and potentially only- director to truly capture the War on Terror on film.

If I was ranking this list in terms of filmmaking, and only filmmaking, I feel confident in saying that Zero Dark Thirty would be first on this list. It's truly one of a kind and I can't help but feel that, had any other director gotten their hands on the material, we would have received a far lesser films. Zero Dark Thirty is a well crafted film and an important one. Not for what it's saying. It's not saying anything. But what it depicts is one of the most significant events to occur in the past ten years, and will be remembered for the rest of time. We're fortunate enough to have Bigelow with us to put it to film.

3.) Cloud Atlas (dir. Andy Wachowski, Lana Wachowski and Tom Tykwer)

"I believe there is a better world for us, Sixsmith, and I'll be waiting for you there."

Cloud Atlas is the story of a lawyer on a slave ship, a composer falling victim to the prejudices of his time, an investigative journalist on the brink of uncovering a mass conspiracy, a publisher on the run from mobsters, a clone who becomes embroiled in a revolution and a sheep herder who's choices could determine the fate of the world. Six very different stories, from very different time periods and each falling into a different genre of film. Yet, Cloud Atlas is, in a way, one extended, linear but nontraditional story. It's the tale of an evil soul who, over the course of a number of centuries, transforms into a selfless hero, while also telling the story of minorities fighting to overcome their oppressors. Yes, Cloud Atlas is epic in both size and scope and, like all epics, it's messy and flawed but the film is just so powerful, and filled with so much style and excitement, that the film's lows don't distract from it's many highs.

Love them or hate them, the Wachowski's have a style that is distinctly theirs. Their films are beautiful and shot in such creative and innovative ways that, at their best moments,  they take your breath away. And while Cloud Atlas is an undeniably gorgeous film, the Wachowski's are wise enough to avoid putting style before substance. While it's never subtle in it's intentions, this is a film that does have an interest in appealing to the widest audience possible and the Wachowski's throw everything but the kitchen sink into making their film enjoyable. It's funny, dramatic, romantic, filled with action, is surprisingly quotable, and filled with emotionally captivating themes involving racism, homophobia, and even clone segregation. And with virtually every genre of film represented, it's almost impossible to be bored.

The reception for Cloud Atlas, while not necessarily terrible, was far from what was deserved. While I never expected the film to be a major contender at the Oscars, the fact that it's visual effects and score were snubbed is quite sad, and the film's terrible results at the box office are disheartening. I believe, like the sci-fi classic Blade Runner, that Cloud Atlas will eventually find an audience and truly receive the respect it deserves. Because once you break it down, it becomes clear the the film isn't as confusing as it may seem and is, in fact, filled with the same material found in more "accessible" films. It's a great film that needs more love and I can't recommend it highly enough.

2.) Moonrise Kingdom (dir. Wes Anderson)

"Our daughter's been abducted by one of these beige lunatics!" 

The wonderful thing about Wes Anderson is that, amidst his quirkiness, he taps into real human emotions and allows you to actually feel something as you watch his movies. In Moonrise Kingdom, he captures the magic of childhood and first love in a beautiful way. This is one of the most charming films of the year. I found myself with a massive smile on my face throughout the whole film, and it's warmth has stayed with me for the many months since I've first seen it.

At the heart of this film are the two young actors, Jared Gilman and Kara Hayward. So often child stars come off as sweet or precocious simply because they don't understand the material they are working with. With Moonrise Kingdom, both young actors show a maturity not found in most kids these days, and clearly understand the comedic and absurdist elements to the screenplay. Both actors play on their strengths- Gilman is incredibly lovable and charming, while Hayward really nails her more dramatic scenes. It also helps that they are surrounded by a stellar supporting cast. But none of these more recognizable faces distract from the fact that this is very much Gilman & Hayward's film, and they allow them to shine the brightest.

Adding to the film's emotional beauty is it's gorgeous art direction and cinematography. This is an incredible looking film, with shots that feel as if they've been ripped out of a children's book. Meanwhile, the set decoration and costume designs both reinforce the fact that the film is set in the 1960s and the fact that the film is over the top, unrealistic and highly stylized. It's a film that's visually stunning and emotionally rewarding- a combination that is all too rare. Running at a brisk 94 minutes, Moonrise Kingdom is never dull, and uses every second of it's runtime to fill you with happiness. It really is the feel good film of the year.

1.) Silver Linings Playbook (dir. David O. Russell)

"Can we get through one fucking conversation without you reminding me that my 
goddamn husband's dead?"

We've seen films like Silver Linings Playbook. Films where people that are total opposites fall in love. Films where fathers and sons have to work out their differences. Films where character must overcome their personal demons. And, in that sense, Silver Linings Playbook has almost no right to be as good as it is. Yet, this is not a film where everybody involved is phoning it in and going for cheap entertainment. It's a movie told with passion and genuine affection for what is being said, which makes all these stale plot lines feel new, and the emotional beats all the more powerful. 

David O. Russell is emerging as one of the most talented writer/directors working in Hollywood, and Silver Linings Playbook stands tall as one of his best films yet, as well as one of the best romantic comedies in ages. The chemistry between Cooper and Lawrence, both of whom are worthy of their many nominations and wins this season, is off the charts. They play off each other like an odd couple from a 1930s picture, but with a distinctly modern edge. Yet, this is a film about a lot more than just romance and the main goal of the characters is not to find love- it's to become better people and live a happier life. So often romantic comedies feel shallow and lifeless because we know the characters will finally fall in love by the time the credits role. With Silver Linings Playbook, the suspense isn't in whether or not Tiffany and Pat will end up together. It's whether or not they will overcome their mental health issues. This adds more weight to the film, and keeps us interested.

But the truth is, Silver Linings Playbook is so well made and so unbelievably lovable that the slightly predictable romance feels fresh and the film never feels clichéd, even on repeat viewings (I would know- I've seen the film three times since it's release in November). It wears its heart on its sleeve, which makes for an all around better, more emotional experience. Throw in a charming supporting cast, a sense of humor that's not afraid to get edgy or dark, a wonderful soundtrack, and one of the most quotable scripts of the year and you've got yourself the rare crowd pleaser that doesn't have to sacrifice artistic integrity to appeal to everyone. Silver Linings Playbook is an example of how sometimes all you need to fall in love with a film is likable leads, some laughs and a romance worth caring about. 

Thanks for reading! Feel free to comment on my Top 10, and if you haven't seen any of these films, check them out. Check out my personal picks for who SHOULD win, and happy Oscar Sunday! Don't forget to follow me on Twitter for my live tweeting of the Academy Awards tonight, starting at 8 ET!