1. “DRIVE”

Though I wasn’t that impressed by Nicolas Winding Refn’s previous films, they have an undeniable visual flair and originality that you don’t see very often. “Drive” took those qualities and applied them to a conventional Hollywood thriller, resulting in a movie that feels much more mainstream without abandoning Refn’s art house sensibilities. The film is as beautifully poetic as it is strikingly violent, while Ryan Gosling (who’s had a banner year between this, “The Ides of March” and “Crazy Stupid Love”) has never been better as the soft-spoken yet brutally intense protagonist. But for as much attention as the film’s graphic violence has received, it’s the opening sequence – an edge-of-your-seat car chase packed with tension so thick you could cut it with a knife – that is without a doubt the biggest highlight. And when a movie can start so brightly and continue to build on it like “Drive” does (thanks in part to fine supporting turns from Carey Mulligan, Bryan Cranston and Albert Brooks), it’s no wonder why so many people love this film.

2. “ATTACK THE BLOCK”

It’s not every day that you get to see a film before the rest of the world, so I’d be lying if I didn’t admit that being among the lucky few in attendance at the SXSW premiere of Joe Cornish’s “Attack the Block” played a part in my overall enjoyment of the movie. A genre hybrid film with influences ranging from “The Warriors” to “Critters,” Cornish’s directorial debut is a lean, mean sci-fi action thriller that, although it boasts a mostly unknown cast and was made for a fraction of the cost of the average Hollywood movie, is the most fun I’ve had at a theater all year. The young actors are great, the creature effects are even better, and the film is fueled by a relentless, infectious energy that keeps the action moving at a rapid clip. There might have been several alien invasion movies in theaters this year, but “Attack the Block” was the best of the bunch – a fun slice of nostalgic geek cinema that blended action, comedy, horror and sci-fi to create an instant cult classic.

3. “YOUNG ADULT”

It’s no secret that Diablo Cody has her share of critics, but “Young Adult” proves that she’s more than just a vending machine for the kind of quirky one-liners that initially earned her notice back in 2008 with “Juno.” Thematically darker and more mature than her first feature, the film also feels more personal in its examination of what it means to grow up, providing the perfect platform for Cody’s voice to shine. Blisteringly funny and surprisingly poignant at times, “Young Adult” is so daringly original that its somewhat contentious ending has even divided audiences. But while Cody deserves a lot of credit for taking these risks, it’s Charlize Theron’s performance that brings out the comedy and emotion of the situation, delivering some of her best work as the beautiful but bitchy Mavis. It’s not very easy to make a character like that sympathetic, but Theron pulls it off so effortlessly that it would be criminal to see her name absent from any award ballot.

4. “WE NEED TO TALK ABOUT KEVIN”

Every once in a while, a movie comes along that knocks you completely on your ass, and Lynne Ramsey’s psychological thriller “We Need to Talk About Kevin” is such a film. A thoroughly engaging and disturbing look at the strained relationship between a mother and her sociopathic child, Ramsey has crafted a modern day “Rosemary’s Baby” of sorts that lingers in the back of your mind long after it’s over. Tilda Swinton delivers a powerhouse performance as a mother trying to adapt to life after her son commits a Columbine-esque massacre at his school, although a majority of the story takes place before the tragic event, with Ramsey exploring the idea of nature vs. nurture and how much Swinton’s parenting tactics are to blame for the subsequent actions of her malevolent son. Though the constant use of red imagery throughout the movie feels a bit forced at times, “We Need to Talk About Kevin” is so brilliant from top to bottom (especially the acting, the score and the masterful editing) that it’s simply mesmerizing.

5. “THE DESCENDANTS”

Alexander Payne and George Clooney make such a great pairing that it’s amazing the two of them haven’t worked together before. The actor is perfectly cast here as frumpy, Hawaiian-based lawyer Matt King, who suddenly finds himself taking care of his two daughters on his own after his wife is seriously injured in a boating accident. Like all of Payne’s male protagonists, Matt is likeable but flawed, and Clooney handles the Everyman role with poise, making you feel his emotion and pain every step of the way – from dealing with the news of his wife’s coma, to finding out about her affair, and finally coming to terms with her death. Though I know next to nothing about the 2008 novel by Kaui Hart Hemmings on which the film is based, it’s not surprising that Payne scooped up the rights as quickly as he did, because his adaptation is a funny and tender look at the responsibilities of family that’s bursting with excellent performances – not just by the always reliable Clooney, but also newcomers Shailene Woodley and Nick Krause.

6. “HARRY POTTER AND THE DEATHLY HALLOWS: PART TWO”

It’s not going to even come close to receiving the amount of Oscar love that “The Return of the King” earned back in 2004, but that shouldn’t take anything away from David Yates’ “Deathly Hallows: Part Two,” which delivered an unbelievably satisfying bookend to the Harry Potter series after moviegoers became so invested in the adventures of the titular boy wizard. Following Daniel Radcliffe’s journey from cute kid to serious thespian has been almost as enjoyable, and in the final installment, the actor gets to show just how much he’s grown over the years, displaying a maturity that was only hinted at in the previous two films. And if Radcliffe is the anchor of the movie, then Alan Rickman’s emotionally complex performance as Severus Snape is the scene-stealing cherry on top of the Harry Potter cake. They’re but only two examples of what makes “Deathly Hallows: Part Two” so incredibly entertaining, but between its fantastic cast, stunning visuals and great storytelling, it’s every bit the finale that J.K. Rowling’s books deserved.

7. “THE GIRL WITH THE DRAGON TATTOO”

Were it not for the fact that I had already experienced “The Girl with the Dragon Tattoo” on two different occasions (having previously read Stieg Larsson’s bestselling novel and watched the original Swedish film), there’s a good chance that David Fincher’s U.S. adaptation would have had more of a lasting effect on me. With that said, however, Fincher’s version of the popular crime thriller is hands-down the best of the trio, smartly trimming the fat from Larsson’s overly detailed novel and making excellent use of his wintry locale to create a natural sense of dread and atmosphere. Though Daniel Craig isn’t quite as miscast as disgraced journalist Mikael Blomkvist as I originally feared, he doesn’t really do anything to stand out either. But it’s probably better that way, because despite Noomi Rapace’s fantastic performance in the Swedish version, Rooney Mara outshines her in nearly every way as waifish hacker Lisbeth Salander, committing to the role so completely that you forget she’s even acting at times. It’s far from Fincher’s finest film, but without him at the helm, it certainly wouldn’t have been as good as it is.

8. “TYRANNOSAUR”

Though it doesn’t quite have the same shock factor as “We Need to Talk About Kevin,” Paddy Considine’s directorial debut is just as emotionally punishing – a brutal and bleak story about the unlikely friendship between an alcoholic widower and a religious charity worker abused by her seemingly nice husband. Eddie Marsan is a wrecking ball of cruelty as the twisted spouse who does a number of unthinkable things to his wife over the course of the film (like punching, raping and pissing on her), and yet we don’t even witness the worst of his transgressions. But while Marsan plays the domesticated monster well, it’s the film’s two leads that make “Tyrannosaur” so captivating. Peter Mullan makes an otherwise unredeemable character into someone the audience actually sympathizes for, while Olivia Colman (best known for her comedy work in films like “Hot Fuzz”) takes you completely by surprise with a stunning performance that will likely go down as one of the year’s best. “Tyrannosaur” isn’t just a coming out party for Colman as a dramatic actress, however, but also for Considine as a director to watch.

9. “WIN WIN”

Movies that open in the first half of the year tend to get the shaft when it comes to being remembered for awards season and other year-end festivities, but Tom McCarthy’s funny and heartwarming dramedy “Win Win” deserves better than that. The ensemble cast is amazing – from Paul Giamatti’s unlucky schlub, to Bobby Cannavale’s goofy best friend, to surprising newcomer Alex Schaffer – and the script never once feels false or panders to the audience. It earns every emotional beat along the way, making it the kind of feel-good crowd-pleaser that you don’t feel guilty about enjoying. Though there are certainly elements of the underdog sports genre on display here, “Win Win” is a film about family first and wrestling second, a theme that McCarthy has explored before in previous movies like “The Station Agent” and “The Visitor.” He would probably never be mentioned in a discussion about the best American filmmakers working today, but with “Win Win,” McCarthy has made a pretty convincing argument as to why he should be.

10. “SUPER 8”

In a year where Steven Spielberg released two new movies, it’s a little ironic that it was J.J. Abrams who ended up making the best Spielberg film. A throwback to the director’s Amblin years, “Super 8” is a cocktail of nostalgia that works beautifully alongside the more modern-day technology that Abrams has implemented in the film’s amazing set pieces. But for as much trouble as he went through to keep his big, bad alien a secret, it’s probably the least memorable part of the whole film. In fact, if it weren’t for such an irritating final act (where the movie seemed far more interested in showcasing its “Cloverfield”-esque alien than the kids), “Super 8” would have ended up a lot higher on my list. The action is cool, but the real highlight of the film is the young cast, which not only managed to carry a summer blockbuster almost entirely on its own, but featured some great performances from Elle Fanning and newcomers Joel Courtney and Riley Griffiths. I’d much rather watch them making a film than running from an alien any day.

“13 ASSASSINS”
“THE ARTIST”
“CARNAGE”
“HUGO”
“THE IDES OF MARCH”
“MARTHA MARCY MAY MARLENE”
“MIDNIGHT IN PARIS”
“MONEYBALL”
“THE MUPPETS”
“TINKER TAILOR SOLDIER SPY”

1. “ZOOKEEPER”

If you thought that “Paul Blart: Mall Cop” was terrible, then you obviously haven’t seen “Zookeeper,” the latest Kevin James disaster to come out of the Happy Madison Factory of Sadistically Unfunny Comedies. It’s never a good sign when you see multiple names credited to a script, and this movie has five, including James himself. But for as much of a fool as James makes of himself, “Zookeeper” lands the top spot for what is perhaps the single worst sequence ever committed to film: a guy’s night out of sorts between James’ titular character and a real-life gorilla named Bernie that consists of the duo singing along to Flo Rida’s “Low” and dining at T.G.I. Friday’s, all under the pretense that Bernie is just a guy in a costume. Some may be willing to forgive “Zookeeper” as a silly kid’s movie, but no parent in their right mind should let their child watch this crap.

2. “THE SMURFS”

Raja Gosnell is responsible for some of the worst films of the decade, so it shouldn’t surprise anyone that his latest movie is yet another cinematic abomination. Although it’s difficult to hate Neil Patrick Harris or Jayma Mays for starring in the film because they’re so darn likeable, they’re not doing their careers any favors either, no matter how much money it made at the box office. Hank Azaria, meanwhile, should consider hiring the services of Lacuna, Inc. to wipe this movie from his memory, because the veteran actor is beyond embarrassing as Gargamel, who seems to be stupid for stupid’s sake. The Smurfs themselves aren’t as annoying as they could have been, but the movie’s biggest problem is that it parades itself around as an homage to the original comics and cartoon when it has about as much respect for its source material as a prostitute.

3. “DRIVE ANGRY”

When you’re dealing with a movie called “Drive Angry,” it’s pretty much a given that it will either really suck or relish in its awfulness to the point of being so bad it’s good, and unfortunately, Patrick Lussier’s ode to grindhouse cinema falls into the latter category. Unlike the wildly enjoyable Clive Owen action film, “Shoot ‘Em Up,” which managed to strike the right balance between silly and serious, “Drive Angry” is just plain silly, with Nicolas Cage acting surprisingly subdued in a role that would normally yield one of his trademark loopy performances. Even worse are co-stars Amber Heard and Billy Burke, who redefine bad acting, and the horrible use (or some might say misuse) of the 3D, despite the fact that it’s one of the few films in 2011 to actually be filmed in the format. In fact, if “Drive Angry” is good for anything, it’s as a lesson in how to make a bad movie.

4. “CONAN THE BARBARIAN”

Attempting to reboot the Conan the Barbarian movie franchise was always going to be a pretty hopeless endeavor. There’s just no demand for a character like that anymore, and Marcus Nispel’s dumb and loud origin story certainly won’t help the chances of any future installments. It’s a muddled mess of a film that’s bogged down by terrible acting, cheesy dialogue and a mostly incoherent plot, and although that’s somewhat to be expected from a movie like “Conan the Barbarian,” Nispel fails to even make the action sequences very exciting. Instead, they’re bland, paint-by-numbers affairs that are edited together so quickly that you can hardly tell what’s going on. Jason Momoa isn’t entirely ineffective as the title character, but when he plays the role so starkly serious while his co-stars ham it up as the villains, it makes you question what kind of movie Nispel was trying to make: gritty action film or trashy B-movie? As it turns out, it’s not much of either.

5. “HOP”

Though I probably sound like a disgruntled old man picking on all these kid’s movies like they’ve stomped across my lawn, “Hop” is everything that’s wrong with children’s entertainment today. There’s not a single original idea in this holiday cash grab, which steals most of its ideas from “The Santa Clause” and completely wastes its talented cast in the process. James Marsden has never looked more lost than he does here, while Russell Brand must be counting his blessings that he’s hiding behind a cartoon bunny. But apart from the uninspired story, massive gaps in logic and stupid Easter puns, “Hop” just doesn’t feel like it was made by the same team behind the refreshingly whimsical “Despicable Me.” That movie was clever and had some real emotional weight to it. “Hop,” on the other hand, is as dense as a week-old marshmallow Peep.

There were things I really liked, but my list of favorite movies is kind of a joke, really. They’re not bad movies (not in my mind, anyway), but there are few, if any, Best Picture candidates in the bunch. Compare that to last year, where six of my top 10 movies were nominated for Best Picture. This time around, that’s just not happening. Just want to lay that out up front.

Worse, there isn’t one movie that stands above the others. I liked my favorite movies equally, more or less. That might sound like a copout, but it’s true. Of the movies I’ve seen so far, this was the year where movies were just sort of…there. Maybe we’ll have better luck next year.

Margin Call
Selling one’s soul is a popular subject in movies, since no two people are willing to settle for the same amount. “Margin Call” explores the subject on a massive scale, since the ripple effect of the actions of a few will be felt around the world. It’s not a thriller in the traditional sense, but it’s absolutely gripping. Kevin Spacey shines here, as does the ever-reliable Stanley Tucci.

Super 8
It probably helped that I grew up in a small Ohio town not terribly unlike the one in “Super 8″ (though no one used the word ‘mint’ the way Riley Griffiths’ character does here), but “Super 8″ wasn’t merely an exercise in nostalgia; the movie delivered top-notch thrills, well-drawn characters, and the most spectacular sequence of the year with that jaw-dropping train crash. Elle Fanning, meanwhile, put on an acting clinic, and she’s only 13. Wow.

The Girl with the Dragon Tattoo
Rooney Mara gives it all, and shows it all, too. Did she really get her nipples pierced for the part? That’s dedication, right there.

Tucker and Dale vs. Evil
Oh, is this movie fun. A pair of back woods regular guys are mistaken for serial killers by a group of college kids, who begin dying in horrific accidents that look like the work of, yep, a pair of serial killers. Tyler Labine and the great Alan Tudyk have terrific chemistry, and Katrina Bowden just might be the cutest thing on the planet.

Source Code
Despite the fact that the movie ends with one giant unanswered question, this is one hell of a time travel ride. Duncan Jones (yep, he’s David Bowie’s son) is proving himself to be quite the director, and getting Scott Bakula to play Jake Gyllenhaal’s father was a great in-joke.

The Adjustment Bureau
You just met the girl of your dreams. Now imagine a group of “agents” telling you that they’ll turn you into a vegetable if you pursue her, because that is not your fate. What a neat idea, merging a chase movie with the concept of divine intervention, and peppering it with some of the most realistic boy/girl dialogue the movies have seen in years. The scene between Matt Damon and Emily Blunt in the bathroom is one of the greatest meet cutes of all time.

Harry Potter and the Deathly Hallows, Part II
Not only was this a blast from start to finish, it contained the most emotional weight of any “Potter” movie, namely the moment where Severus Snape reveals to Harry why he’s been so hard on him all these years. Still, Harry really names his son Albus Severus Potter? It’s a heartfelt gesture, but that’s almost as bad a name as Renesmee. More on that later.

The Ides of March
Was the movie an exploration of how quickly idealism gives way to survivalism, or a subtle promotional film for George Clooney’s eventual transition into politics? Either way, it was a well crafted, if not wildly original, exploration of how everyone in politics eventually gets his hands dirty.

Kung Fu Panda 2
Rare is the animated sequel that ups the action ante while fleshing out the back story in such a fulfilling way. “Kung Fu Panda 2″ kicked ass, took names, and opened the door for a more grown-up “KFP3.” Also, Gary Oldman was awesome as the evil peacock.

The Artist
The scene of Berenice Bejo pretending to be felt up by Jean Dujardin by slipping her arm into one of his jacket sleeves is pure poetry.

Horrible Bosses
“The Hangover 2″ may have taken in twice as much money, but I’ll take Bateman, Sudeikis and Day over the wolf pack any day of the week and twice on Sunday. Likewise, people are still going nuts over “Bridesmaids,” and while it has its good points, it isn’t a tenth as clever as the writing here (both EW critics put “Bridesmaids” in their Top 10? Really?). And just try looking at a Prius on the highway without thinking to yourself, “I don’t win much.”

Movies I still need to see

Drive
Martha Marcy May Marlene
The Tree of Life (though I’d rather not)
Young Adult
Hugo
Melancholia

This list was much easier to assemble than the first one. Isn’t that always the way.

Transformers: Dark of the Moon
Ugly, mean and pointless, and they destroyed the beautiful Chicago skyline in the process. There was one cool shot, and that was Char the Beef getting thrown out of, and back into, Bumblebee. Everything else was masturbation.

New Year’s Eve
Did you like how they used one Warner Bros. movie to promote another Warner Bros. movie opening the following week (“Sherlock Holmes: A Game of Shadows“)? And to think, that was actually one of the least obnoxious things about this movie.

The Twilight Saga: Breaking Dawn, Part I
“Sleep with me.” “I really shouldn’t.” “Come on, we’re married now.” “Yeah, but I could, you know…” “What?” “Nothing.” “Cool. (*hot sex*) Hey, that was awesome, if a bit rough. Hey, why do I feel like I’m about to die?” “Oh, I guess I should have told you…” Are you fucking kidding me? And they named their daughter Renesmee? Like the world isn’t already overloaded with people who will saddle their kids with the worst, most idiotic names ever invented simply because they’re trendy? This is your cross to bear, Stephenie Meyer.

Cowboys and Aliens
This could have been so, so cool. Daniel Craig, Harrison Ford, Olivia Wilde and Jon Favreau together on a movie, and it isn’t awesome? Huge, huge disappointment.

Battle: Los Angeles
The cinematic equivalent of a migraine headache. I’m not one to be snarky, but this movie is painful, in the worst way.

The Dilemma
How did so much talent make a movie so aggressively mediocre? At least we had the Fratellis and “Chelsea Dagger” to pick us up at the end.

Hop
I was about to say that you have to think that James Marsden and Russell Brand gave each other a knowing look before every scene, the “Yeah, this sucks, but we’ll be able to buy vacation houses with the money” look. And then I think, “Wait, Russell was just doing voice work, meaning Marsden was on his own.” Tsk tsk.

Puss in Boots
My kids love this movie. They’re also 4 and 2. They like everything.

The Eagle
I feel bad ripping on something that clearly has noble intentions, but who wants to see this movie? Judging by the box office, no one.

Movies I didn’t see (nor could you make me)

Jack and Jill
I Don’t Know How She Does It
Drive Angry
Season of the Witch
Big Momma: Like Mother, Like Son
I Am Number Four
Johnny English Reborn
Alvin and the Chipmunks: Chipwrecked