So 2012 is over.  Done.  Gone for good.

All that's left now is to put one final list together, and I love this time of year because it allows us to look back at the whole year and celebrate all the things that made the year special.  Often we just look at our top picks, though, and the truth is that there were way more than ten films that made my time in the theater worthwhile.  Now that I've published my list of my ten favorite films this year, it's time to dig deeper and look at all the other moments I'll remember when I think back on 2012.

This year, I've done something a little different.  First, I'll list my ten runners-up, which I always view as the alternate top ten list.  I would have been happy with any or all of these in the top ten, which is why I consider these the runners-up.  They were all in play while I was trying to sort out the list.  After that, we're going to look at the other films that made this year worthwhile, a much longer list, and point out what made each of them special.

This may take a while, so get comfortable.

11. "The Avengers"

Joy, pure and simple. In an age where even our blockbusters seem to focus on the dark and dour, "The Avengers" was a celebration of the pop iconography of the Marvel universe, a movie where Joss Whedon's strengths finally found their perfect expression. So far, television seemed like his perfect storytelling forum, but the truth is that Joss Whedon is the grown-up version of The Kid Who Is Most Fun To Play Action Figures With, a pop culture Dungeon Master, and Marvel should thank their lucky stars that he was the guy to carry the football across the finish line.  As much as I've enjoyed the other movies in the Marvel universe, this is the moment where every character finally came into perfect focus, where the humor was right, where the action was right… and the best part of all? He made it look easy.

12. "Argo"

Ben Affleck is writing one of the best redemption stories in modern Hollywood, and "Argo" is just the latest chapter. He's demonstrated a sense of taste and restraint in the material he's chosen as a director, and this true-life story of how a handful of Americans were snuck out of Iran at the height of the hostage crisis works as both entertainment and a record of a remarkable moment.  A great ensemble cast of familiar (John Goodman, Alan Arkin, Bryan Cranston) faces and unfamiliar (Scoot McNairy, Christopher Denham, Kerry Bishe) faces pays off beautifully.  Everyone feels like they are of the period, in the moment, and the tension the film builds, even if you know how things end, is impressive. Affleck is the real deal.

13. "Killing Them Softly"

God bless Brad Pitt for his willingness to support Andrew Dominik even if their first collaboration, the awesome "The Assassination Of Jesse James By The Coward Robert Ford," never set the box-office on fire.  I don't even think it's fair to call "Killing Them Softly" a bomb, because The Weinstein Company utterly and completely fumbled the release.  I'm still not sure what film they thought they were selling, but this is a dark, ugly portrait of criminal life, stripped of romanticism.  It is also a shockingly on-point snapshot of the worst of who we are as Americans right now.  Jackie Cogan, Pitt's character, embodies a ruthless, hungry side of our character, and his final dialogue, snarled in response to a glimpse of Obama on television, might be the most breathtaking thing I heard in a theater all year:

"My friend, Thomas Jefferson is an American saint because he wrote the words 'All men are created equal,' words he clearly didn't believe since he allowed his own children to live in slavery. He's a rich white snob who's sick of paying taxes to the Brits. So, yeah, he writes some lovely words and aroused the rabble and they went and died for those words while he sat back and drank his wine and fucked his slave girl. This guy wants to tell me we're living in a community? Don't make me laugh. I'm living in America, and in America, you're on your own. America's not a country. It's just a business. Now fuckin' pay me."

I wish I could just shrug that off as cynicism, but it's pretty hard to shake the feeling that we're being manhandled by a mob of lunatics strictly interested in getting paid, and it's going to be one of those movies people rediscover in the future and wonder how it was ignored the first time around.  The simple truth is that sometimes, it's too painful to look in the mirror.

14. "Rust and Bone"

I would never accuse "Rust and Bone" of being subtle, but it is a beautiful, brutal look at the ways we are damaged both inside and out.  Matthias Schoenaerts stars as Ali, and he is an impressive physical performer, a shaved gorilla with poet's eyes.  Marion Cotillard is at her best here as a woman who suffers a terrible physical loss, and the duet between the two of them is electrifying. Jacques Audiard seems less interested in adding up all the threads he introduces and more interested in mood and tiny personal moments.  Anyone who can make Katy Perry's "Firework" feel as significant as it does here is a gifted filmmaker, and I look forward to whatever story Audiard chooses to tell, because I love the way he tells them.

15. "The Grey"

Heartbroken and beautiful, "The Grey" could have easily just been an exploitation film about six men who survive a plane crash in Alaska only to find themselves hunted by wolves and unable to find their way to safety.  Instead, Joe Carnahan and his exceptional cast, led by Liam Neeson in full brood, turned this into a raw, lovely portrait of what it takes to stay alive in a cold and dangerous world that wants nothing more than to kill you.  Using these characters isolated by circumstance, Carnahan slowly but surely kills off each of the archetypes of modern manhood, and the result is a film about what happens when we strip away all of the ideas of what it means to be a man in the year 2012 and are left only with the truth of who we are.

16. "Seven Psychopaths"

Not since "Adaptation" has there been a film that has had as much fun poking holes in the sacred art of screenwriting, and while the film is often very silly, there's a very sly commentary about the way we complain about it when filmmakers appeal to our baser natures, but we complain when those baser natures aren't satisfied.  I would recommend this film for the Tom Waits digression alone, a marvelous mini-movie about regret and love and finding your other half, but that's just one great scene in a movie full of them.  Christopher Walken has a great rumpled dignity in the film, and Sam Rockwell has never had a role that seemed more tailor made for him and his charming eccentric energy.  It is one of those films that seems to be packed full of things for you to find each time you see it, and I look forward to many viewings in the future.

17. "Goon"

I'm not always the biggest fan of sports movies, but every now and then, a filmmaker gets it exactly right, and "Goon" is a case where you can feel the love in every frame of the movie.  Director Michael Dowse has been working on the margins of the industry for a while (unjustly, in my opinion), and "Goon" turned out to be the perfect showcase for his talents.  The same is true of Seann William Scott, who has been saddled with the Stifler baggage for his whole career.  The thing that really got to me about "Goon," though, has nothing to do with sports at all.  Instead, it's the way the film celebrates the need we all have to find the thing we're good at and how hard that can be.  When you do finally find your place in life, there's nothing that feels better, and "Goon" perfectly captures that feeling, no small trick.

18. "Damsels In Distress"

Greta Gerwig. Greta Gerwig. Greta Gerwig. And the best tap-dancing of the year in the best musical of the year. Radiant and joyful.  I caught up to this late, and to be honest, I've never been the world's biggest Whit Stillman fan.  I like his movies, but I never felt the same intense connection to them that some fans did.  This time, it all came together for me, and there's something deeply affecting about this portrait of how we often ignore our own faults while we can clearly see them in others.  Considering how heightened the reality of most of the film is, I was blindsided by it when the ending hit me like a ton of bricks, real emotion trumping everything.

19. "The Cabin In The Woods"

Clever rarely works for me in the same way that sincerity does, but "Cabin In The Woods" manages to take a very clever set-up and wring real meaning from it.  As a lifelong fan of horror films, I've often tried to explain why I see value in the genre, and now I finally have an argument I can just hand someone to watch.  We need red meat in our diet, and there is something cathartic and important about movies where we satisfy the darkest parts of our nature.  I would argue that these movies channel these thoughts in the best possible way, keeping the real darkness at bay, and when we see politicians desperately point their finger at Hollywood instead of honestly dealing with some horrible real-life moment, it is as wrong-headed as possible, completely backwards.  "Cabin" knows full well that our entertainment is where we work out these impulses and ideas, and that it is important we maintain this outlet.  Beyond that, it's also just plain entertaining, and that tension between text and subtext is what makes this "Cabin" one that's been built to last.

20. "Beasts Of The Southern Wild"

The arguments this year about "Beasts of the Southern Wild" have been fascinating to watch because it feels like every single person describing the movie has seen a different film.  I feel like this is one of those films you can't take as literal, and it works for me as pure fairy tale.  I love the handcrafted aesthetic of the movie, I really like the non-professional actors who make up the cast, and I find myself deeply charmed by the lovely work done by Benh Zeitlin in bringing this world to life. I don't really agree with the various real-world-politics readings of the film that I've heard, and I think it's shortsighted to get hung up on how this plays into a post-Katrina America.  The world of the Bathtub is an internal landscape, and I was moved deeply by Hushpuppy (Quvenzhane Wallis) and her struggle to find her place in the world.  By the time she finally faces down the feral beasts that threaten her, standing strong and brave in the face of danger, this ode to self-sufficiency has left its mark on me, and I look forward to many trips back to the Bathtub in the years to come.

WORTH MENTIONING

Even before I did this professionally, I would make year-end lists because it would help me process the movie year I'd just digested.  As always, I remind you that there is no such thing as an objective list of the best films of the year, no matter what anyone else insists.  Instead, this is the time of year where critics, if they are doing this honestly, lay themselves bare, declaring "These are the things that matter to me.  These are the movies that I hold most dear."  Last year, several readers asked me to make sense of the fact that some films that got lower letter grades than films that were excluded ended up on my list, and all I can tell you is that letter grades are, for me, more of an indication of how well I feel like a film accomplished the goals of that film, while year-end list placement is more about what a film means to me and how much I believe I'll continue to think about and re-watch that film in years to come.

By its very nature, making a list is an exclusionary process.  There are no ties on my list, so I've got ten runners-up and the top ten, twenty films that I chose to spotlight as the highest of the high points for me in 2012.  In picking those films, I sorted through a list of all 237 movies I saw that qualify by my rules as 2012 releases.  What are those rules?  I want to clarify because some people got hot about it on Twitter recently, and I would like to at least explain my thinking.

If I saw the film new this year theatrically or at a festival, it qualifies.

It's that simple.  And the reason I'm not using US release dates exclusively is because in the past, I've had years where something I loved didn't get a conventional release the year I saw it, and thanks to the weird landscape of distribution, didn't get a release the next year, either, and then by the time it hits theaters, there are other films that are more current, part of my current film year, that felt like they deserved a spot on the list, and the year that film would have qualified, I left it off.  It's maddening, and so I can't worry about what came out where.  Things get released internationally at different times, so there are people in other countries who won't have access to many of these films yet or who have already seen things that the US readers haven't.  The Internet is worldwide, so limiting myself by the specific market demands of the US seems ridiculous.  These lists are about my film year, and that won't necessarily reflect the exact experience you had.  You may have seen more, or you may have seen less, but in the end, this is about what I saw.

So what films did I like enough to mention again but that didn't make either of my lists?

Here, in no particular order, are the films that made choosing the 20 films on my best-of and runners-up lists very, very difficult.  Every single one of these movies made my viewing year more interesting, and I would tell you that they are all, in some way, worth your time.

"Skyfall"
A beautiful Bond movie.  What more could I ask for the 50th anniversary?

"Chronicle"
"Carrie" for the superhero age.  Watch out for Josh Trank.

"Starlet"
Sweet, sincere, small.  A character duet, well-cast on both ends.

"Smashed"
Mary Winstead crushes it.  Nick Offerman crushes it.  Aaron Paul crushes it.  Lots of crushing.

"Ruby Sparks"
Uber-charming, "Adaptation" for fans of the manic pixie dream girl.

"Killer Joe"
Fuck, yeah, Friedkin. Part one of Matthew McConaughey's Best Year Ever.

"Oslo, August 31st"
A lovely look at being lost, and a better look at the price of addiction than "Flight."

"The American Scream"
The family that builds awesome haunted houses together stays together.

"Haywire"
The first action movie I've ever seen that made me want to let the hero beat me silly.

"Indie Game: The Movie"
Go ahead.  Tell me again that you can't call video game creators artists.

"Jiro Dreams Of Sushi"
Maybe the most aesthetically overwhelming film of the year.  Poetry in fish.

"Sound Of Noise"
"Stomp" if had been created by Luc Besson.  Crazy.  Fun.

"Your Sister's Sister"
Mark Duplass is everywhere these days, but rarely better than he is here.  Blunt, too.

"21 Jump Street"
Holy crap! Channing Tatum is funny!

"Magic Mike"
Holy crap! Channing Tatum is a movie star! And even with him at his best, this was Part Two Of Matthew McConaughey's Best Year Ever!

"Shut Up And Play The Hits"
The best live music documentary since "Stop Making Sense." Lightning caught in amber.

"Side By Side"
The struggle for the soul of movies, captured and laid bare.

"Safety Not Guaranteed"
Aubrey Plaza smiles!

"The Queen Of Versailles"
The most terrifying portrait of America this year.


"Sinister"
Creepy kids: the gift that keeps on giving.

"Searching For Sugar Man"
The best hook in any documentary this year, and a payoff worth the effort.

"The House I Live In"
AKA "some cold hard truth about the way race and the drug war are inseparable."

"The Impostor"
Because you really should hear the story.  It's that crazy.

"How To Survive A Plague"
This year's winner of the Honorary "Dear Zachary: Make You Cry Your Brains Out" Award.

"John Carter"
Pure pulp, sleek and self-aware about its silliness, and worth it for Disney's new coolest Princess.

"The Master"
Speaking of Mars, Joaquin Phoenix beamed in his performance from there. Remarkable.

"Hit and Run"
Charming, funny, and now I have no choice but to fully endorse the relationship between Dax Shepard and Kristen Bell.  Damn it.

"Lincoln"
Dispelling the myth that politics was ever a more civilized game is just one way this film excels.

"Beware Of Mr. Baker"
Rock and roll is full of assholes. Who knew?

"The Central Park Five"
"West Of Memphis"
Just in case you still think our justice system works.

"Wish You Were Here"
Just in case you were ever thinking of a vacation in Asia.

"Wrong"
I love the big strange world Quentin Dupieux is building on film.

"V/H/S"
Anthology horror is always uneven, but the hits outweigh the misses here.

"John Dies At The End"
Surreal, silly, and oh-so-weird.  We need more Coscarelli.

"Compliance"
A smart film about just how gullible we all can be. The definition of "uncomfortable."

"The Sessions"
Strong performances anchor a simple story about the basic human need for intimacy.

"Room 237"
A firm reminder that once you release a work of art, it belongs to the viewers and not the artist.

"28 Hotel Rooms"
Perhaps the first and only time I've been emotionally drawn in by a story of infidelity.

"The Hunger Games"
Just the way I like my dystopian futures, served with a side order of adorable movie-star-in-the-making.

"Funeral Kings"
"I Declare War"
Because kids aren't as innocent and cute as movies love to pretend.

"Eden"
Jamie Chung can act, and this harrowing story of how to survive the world of human trafficking lingers.

"The Do-Deca Pentathalon"
"Frankie Go Boom"
No one knows you better than your brother, and no one can drive you crazier.

"We Are Legion"
Even if I didn't think this was a solid documentary, I'd include it here because I am terrified of the wrath of Anonymous.

"Mr. Rogers & Me"
A moving, lovely look at one of the Best People Ever.

"The Five-Year Engagement"
Segel and Stoller view romantic comedies through a very specific filter, and it speaks to me.

"Bernie"
Shirley McLaine and Jack Black make one of the year's most compelling couples, much to my surprise.  Also… part Three of Matthew McConaughey's Best Year Ever.

"Reality"
I would have never drawn a line from Catholicism to reality TV, but this film makes it seem like the most obvious thing ever.

"Lawless"
Good ol' fashioned hillbilly fun.

"Antiviral"
David Cronenberg's particular strain of sickness seems to have been passed along to his son quite nicely.

"Amour"
I've never seen the horrors of old age painted quite so ably, and I'm not sure I've ever seen the strength of love made so painful.


"The Sapphires"
The girls are adorable, the music is great, and Chris O'Dowd is a goddamn movie star.

"On The Road"
Shaggy, uneven, and episodic, but somehow perfectly fitting as an adaptation of the Kerouac classic.

"Sightseers"
I like my comedy jet-black, and Ben Wheatley continues to prove himself capable of anything.

"Savages"
It may not be the same sort of adrenaline high as Oliver Stone's very best work, but the things it does well really stuck with me.

"Brave"
Even lesser Pixar can be magical.

"Katy Perry: Part Of Me 3D"
I had no opinion at all of Perry before the film, but this convinced me that I like her even if I still wouldn't buy a CD of her music.

"Ted"
I laughed. It's just that simple.

"The Dark Knight Rises"
The conclusion to Christopher Nolan's Batman trilogy is the messiest of the three films, but still includes some classic images and moments.

"Get The Gringo"
Mel Gibson vs. the most horrifying jail in movie history.

"Paranorman"
Gorgeous stop-motion animation with a smart message about looking past our perceptions of others.

"Hick"
Dark and uncomfortable, but shot through with surprising tenderness.

"Sleepwalk With Me"
Perhaps the best film ever made about what it feels like to try to carve out a career in stand-up comedy.

"The Campaign"
Oddly, not the most absurd political campaign we witnessed this year.

"The Bay"
Real-world fears make for surprisingly effective eco-horror.

"Aftershock"
There is grim fun to be had in this horror film about what an earthquake does to a group of partying friends in Chile.

"The Impossible"
Perhaps the single most effective film that I don't want to sit through a second time.  Could have also been called "Every Parent's Nightmare."

"Crave"
A guided tour of the inside of a very damaged mind.

"Frankenweenie"
Tim Burton never needs to write his autobiography now.

"Wreck-It Ralph"
Smart family animation about how we define ourselves and how others define us.

"The Ambassador"
The whole damn world is for sale.

"Rise Of The Guardians"
I've never thought of the Easter Bunny or Santa Claus as superheroes.  Evidently, I was wrong.

"Les Miserables"
Even Tom Hooper couldn't destroy the things that resonate in one of the most-viewed musicals of all time.

"Bad 25"
In 2012, it is nothing less than an act of bravery to offer up a positive look at Michael Jackson's legacy.

"Seeking A Friend For The End Of The World"
Just in case "Melancholia" wasn't funny enough for you.

"For A Good Time, Call…"
The most charming filthy movie of the year.

"Promised Land"
Super low-key, but "Good Will Frakking" actually works.

"Not Fade Away"
Far more gentle than I would have expected from David Chase.

"The Hobbit: An Unexpected Journey"
No matter what my complaints, this is still a remarkable example of world-building on film, and a second viewing made that more clear.

"End Of Watch"
A David Ayer film in which the cops are actually good guys?  Amazing.

"Lords Of Salem"
It pains me to admit that Rob Zombie's actually getting better as a filmmaker, but "Lords" is full-blown creepy.

"The ABCs Of Death"
If you've only got two hours and want to know what Fantastic Fest feels like to attend, this is the perfect way to find out.

"Anna Karenina"
Stylish and oddly slight, this works as a sort of fevered rumination on the themes of the beloved novel.

"Dredd"
Good clean fascist fun for the whole family.

"Much Ado About Nothing"
After you nail "The Avengers," evidently the next most logical thing to do is take a shot at Shakespeare.

"The Conspiracy"
Your found-footage horror film isn't paranoid if they're really after you.

"Miami Connection"
Because sometimes when you get everything wrong, it comes out oh-so-right.

"The Comedy"
This is what the endgame of irony looks like.

And with that, 2012 is done.  I look forward to a great 2013 here on the site and in dark theaters in LA, Park City, Cannes, Toronto, and especially my home away from home, Austin.  I hope all of you join me for another year of movies and conversation, and that I am able to do a better job in the future than I've done in the past.  I've got a few projects that I started that I need to finish in January, and we've got Sundance right around the corner.

It's going to be a busy year, and I appreciate each and every one of you who makes it worth the effort.