1.  Beasts of the Southern Wild– No matter how skilled a filmmaker is, rarely does a movie come along that creates a cinematic world that is seething with a new kind of life, a world or vision that movies haven’t seen before.  Director Benh Zeitlin, working with a do-it-yourself low budget commune of filmmaking talent and some extraordinary “non-professional” performers, does that with Beasts of the Southern Wild.  The ferocious story of Hushpuppy (the amazingly talented child actress Quvenzhané Wallis) and her small, increasingly hopeless village on the other side of a Louisiana levee is filled with fantastical, visually stunning sequences as well as low budget narrative economy.  It is this year’s biggest contradiction, and its biggest success.

2. Amour– Michael Haneke’s second movie in a row to win the Cannes Film Festival’s highest honor (the Palme D’or) is the director’s most empathetic and devastating work to date.  As the camera lingers in the apartment of Georges and Anne (legendary French performers Jean-Louis Trintignant and Emanuelle Riva in devastatingly good form), we become privy to the elderly Parisian couple’s tender, haunting final moments together.  It is a slow crawl toward death, absent plot twists or Haneke’s sadism.  Watching it yields no pleasure, but everything from the incredible performances to the wonderfully precise camera movement lingers long after the movie ends.

3. The Master– Everything about The Master‘s pedigree of talent screams out to the Academy for awards, and yet, like redemption and purpose are to its main characters, it seems increasingly out of reach.  Paul Thomas Anderson’s follow-up to There Will Be Blood is much more divisive if no less audacious and thought-provoking.  An antidote to post-war filmmaking sentimentality, it tells a weird ideological love story between Master (Philip Seymour Hoffman at his Philip Seymour Hoffman-est) and Pupil (Joaquin Phoenix in the year’s best performance) that infamously mirrors Scientology in many ways.  Thankfully this isn’t the most interesting thing about the movie, whose gorgeous images and unforgiving story pick up where There Will Be Blood left off and bring us into the age of American Exceptionalism by way of one of America’s most exceptional auteurs.

4.  The Kid With a Bike– In addition to Beasts of the Southern Wild, this is the second great movie of the year to capture childhood consciousness in astonishing, refreshing ways.  Jean-Pierre and Luc Dardenne take the art house world by storm with each new film, and their story of a Belgian orphan named Cyril (Thomas Doret) learning to be a kid comes alive under their restrained, yet fully alive direction.  It’s a movie with a lot on its mind, though its main character rarely holds a full conversation.  Cyril’s wide, stern eyes absorb the world around him with increasing hostility, making it more difficult for him to find his place in a world he thinks doesn’t want him.

5.  Lincoln– As ideologically hampered as Lincoln was by many (us included), it is very nearly a perfect film about America’s sixteenth president.  Tony Kushner’s lingual flair and Steven Spielberg’s subdued, immersive direction recreate the Civil War period as only the movies could, and Daniel Day-Lewis gives us a portrait of Lincoln that is so good it will be parodied for years.  This is a movie that vividly paints the moment in history when Lincoln and Republicans in and out of Congress played crafty politics to push through the 13th Amendment banning slavery, opting for backroom deals instead of battlefields.

6.  Take This Waltz– The scene in Take This Waltz where Margot (the always great Michelle Willams) rides a carnival ride to the tune of “Video Killed the Radio Star” as neon lights flash across her face and make it seem to shift moods is one of the best movie moments of the year, and a perfect fusion of performer and filmmaker vision.  The rest of Sarah Polley’s second feature is better than fine as well; a romance that focuses almost entirely on uncertainty and indecision and stays away from sentimentality or easy emotional outlets.

7.  Dark Horse–Todd Solondz has shed light on the most disturbing members of American society (sex addicts, pedophiles) with unflinching honesty and pitch black humor.  His latest movie about pathetic losers is not about extremes, but functions more as an anti-Apatow vision of a grotesque man child (the wonderfully slimy Jordan Gelber) coming to terms with his own failure in a world that gave him privilege and opportunity.  It’s as funny as it is sad.

8.  Rust and Bone– One of the greatest special effects marvels of the year wasn’t in The Avengers or The Amazing Spider-Man but in this subdued, melancholy French drama where the endlessly talented Marion Cotillard appears legless for most of it.  Cotillard and Matthias Schoenaerts form a predictable if exhilarating bond as a pair of broken lovers (one physically, one emotionally) in this wrenching, gorgeously shot film from Jacques Audiard.  It’s so effective that it manages to use a Katy Perry song seriously and not ruin the mood.

9. Django Unchained– Quentin Tarantino delivers his best movie since Kill Bill in this shocking revenge fantasy set two years before the Civil War.  The freed slave Django (Jamie Foxx, the quietest Tarantino main character ever), goes on a plantation death tour with bounty hunter Dr. King Schultz (Christoph Waltz) that becomes a rescue mission to free Django’s wife from the clutches of the ruthless Calvin Candie (Leonardo DiCaprio).  The horrors of American slavery are on full display, and not in a campy way, which makes this a ruthless indictment of the Western rescue fantasy as well as a brutally violent and engaging movie.

10.  Silver Linings Playbook– Like Rust and Bone, this lively movie from David O. Russell is also a damaged lovers movie done in a terrifically alive way.  Russell creates such a vivid world out of working class Philadelphia that it’s shocking that one of the last scenes of the movie is a dance competition featuring people who look like they walked off the set of Dancing With the Stars.  Jennifer Lawrence and Robert De Niro give two incredible performances here, effectively drowning out the slight miscasting of Bradley Cooper.  There are scenes in Silver Linings Playbook that are as good as anything else this year, because even if they’ve happened in other movies they haven’t quite felt like this before.

11.  In Another Country– This warm-hearted exploration of the nature of storytelling was one of the biggest surprises of the year.  Korean writer/director Hong Sang-soo works with infamous French actress Isabelle Huppert in this cavalcade of stories dictated by a mostly unseen Korean woman into her journal.  We watch Huppert as three different women walking up and down the same shore, her story altered while the scenario stays the same.  Though it’s a very accessible movie (and mostly in English too) it’s unlikely to find a major audience in America simply because movies like this don’t get the distribution they often deserve.

12.  The Queen of Versailles– This scathing documentary about the time share tycoon David Siegel and his wife Jackie shows us their rise and fall with clarity and empathy.  The images of their immaculate mansion covered in dog shit after they have to fire most of their maid staff following the 2008 financial meltdown is a perfect visual illustration of that time.  Director Lauren Greenfield uses her stroke of impossibly good timing while filming the Siegels at their peak to show us that the conditions that led to their immense wealth also contributed to their massive losses.

13.  Argo– Ben Affleck gives his most assured directorial effort yet with this ingenious, true life thriller set in Iran at the height of the hostage crisis.  He also stars as Tony Mendez (though he isn’t Hispanic?), the agent who goes into the country to rescue some escaped hostages by posing as a Canadian movie crew.  Argo features some of the most suspenseful moments of the year without exaggerating the story.

14.  Life of Pi– The scenes in Life of Pi that take place at sea are some of the most beautiful in recent years, and a monument in digital storytelling.  Had the movie remained mostly in that setting and not opted for a flashback narrative, it would be much higher on this list.  As it is, though, Ang Lee has masterfully crafted most of this story and produced an engaging, spiritual adventure with one hell of a terrifying CGI tiger.

15.  The Dark Knight Rises– Is Christopher Nolan’s conclusion to his Batman movies as awesomely terrifying as The Dark Knight?  No, but it glimmers with the kind of haunting imagery and pathos that have made his take on this mythology the definitive cinematic one.  Featuring a fantastically sly turn from Anne Hathaway as Selena Kyle (Catwoman), The Dark Knight Rises is perhaps the darkest and most disturbing mainstream Hollywood blockbuster ever.

5 Runner-Ups: Richard Linklater’s Bernie was a terrific indictment of small town culture set against a true life murder story.  Cosmopolis may have been hindered by an indifferent Robert Pattinson, but the assured direction of David Cronenberg makes it a memorable, haunting and current indictment of the one percent.  The caustic, meditative Turkish film Once Upon a Time In Anatolia was a darkly beautiful and disturbing existential murder mystery from Nuri Bilge Ceylan.  There was no funnier time to be had at the movies (or On Demand) this year than Leslye Headland’s wonderfully vulgar Bachelorette, featuring the nastily good trio of Kirsten Dunst, Isla Fisher and Lizzy Caplan.  Judd Apatow’s This Is 40 was the comedy auteur’s most visually and emotionally rich movie yet, with plenty of fart and vagina jokes to cushion that maturity from stinging him too much.

Here are 5 that may have made the list if they’d released in Michigan before the end of the year: Zero Dark Thirty, Holy Motors, This Is Not a Film, The Gatekeepers, Memories Look at Me