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10. Bridesmaids This hilarious R-rated offering from producer Judd Apatow and director Paul Feig gives the female of the species the same sort of unapologetic, buddy-based chuckler guys have gotten a dozen times over with films like "The Hangover." But it isn't fair to pigeonhole the flick based on gender, so I'll state it simply: "Bridesmaids" is the best comedy of 2011. "Saturday Night Live" standout Kristen Wiig shines in both writing and acting, while Melissa McCarthy is a revelation in delivering one of the year's most entertaining performances.

9. Tinker Tailor Soldier Spy James Bond meets "The Usual Suspects" in Swedish filmmaker Tomas Alfredson's sharp adaptation of the 1974 John le Carre novel. Gary Oldman headlines a virtuoso cast that includes Colin Firth, John Hurt, Tom Hardy, Toby Jones, Mark Strong and Benedict Cumberbatch (if you don't recognize some of those names, don't worry -- you will soon enough). "Tinker" is an intelligent and deliberate whodunit fueled by espionage, intrigue and thespian excellence.

8. The Artist This clever homage to the silent-film era is one of the year's most fascinating pictures. Parisian auteur Michel Hazanavicius paints his "Artist" with a whimsical brush that is at once daring and nostalgic. Jean Dujardin and Berenice Bejo are perfectly cast in the lead roles, but the movie's unrivaled ingenuity is what truly sets it apart. Hazanavicius deserves a great deal of credit for directing a crowd-pleasing, black-and-white silent film while most studios are deciding which mindless 3D actioner to dump on indiscriminate viewers.

7. War Horse Steven Spielberg hops in the saddle again to helm this harrowing World War I epic. The production values are exemplary, from breathtaking cinematography to stitch-perfect costume design. Spielberg's ambitious and poignant family drama includes powerful messages about empathy and resilience that trump the picture's sometimes saccharine qualities. The movie's massive scope and diverse characters serve to remind us that "War Horse" is much more about the journey than the destination.

6. Midnight in Paris Present and past intertwine poetically in Woody Allen's romantic charmer. Allen's textured writing brings the audience into 1920s Paris with vivacious flair, and Owen Wilson wriggles free of comedic preconceptions in the leading role. "Midnight" lights up with gorgeous set design and costuming while Kathy Bates, Tom Hiddleston, Corey Stoll and Marion Cotillard sparkle in supporting roles. An imaginative fantasy for the artist in all of us.

5. Moneyball The unlikely pairing of Brad Pitt and Jonah Hill helps drive the most insightful and compelling baseball-themed film since Robert Redford smashed the stadium lights with a homerun in "The Natural." Based on Michael Lewis' 2003 novel about Oakland A's general manager Billy Beane and his controversial approach to fielding a winning team on the cheap, "Moneyball" offers a vivid and witty glimpse into the business side of America's pastime. And Pitt's firecracker portrayal may earn the accomplished actor his first Academy Award.

4. The Descendants Writer/director Alexander Payne ("About Schmidt," "Sideways") strikes again with this smart and soulful dramedy. George Clooney is at his very best and impressive newcomer Shailene Woodley shines in a challenging role. "The Descendants" is deep and affecting, with humor and heartache flowing through the picture in waves. The lush Hawaiian landscape acts as a backdrop for Payne to touch on powerful themes such as love, death and family ties.

3. Harry Potter and the Deathly Hallows: Part 2 Pottermania hits a crescendo with this taut and thoughtful final chapter in the extraordinary "Harry Potter" film franchise. "Deathly Hallows: Part 2" caps the series with visual panache and emotional punch, and author J.K. Rowling's boy wizard gets the big-screen denouement he so richly deserves. The experience is both cathartic and melancholy for Potter fans -- a fitting finale to an unparalleled cinematic achievement.

2. 50/50 The finest screenwriting of 2011 comes courtesy of this funny and heartfelt story about a young man confronting cancer. Joseph Gordon-Levitt deserves the Academy Award for his raw and riveting portrayal of Adam, the fledgling adult diagnosed with a rare form of cancer and given a 50/50 chance of survival. Like "The Descendants," "50/50" coaxes both laughs and tears from viewers, and Seth Rogen and Anna Kendrick are superb in their supporting roles.

1. Hugo Mastermind director Martin Scorsese's longstanding affection for all things cinema is colorfully showcased in the enchanting "Hugo." Scorsese paints a rich tapestry in adapting the Brian Selznick novel "The Invention of Hugo Cabret," presenting a vibrant 1930s Paris with exceptional costuming, set design and cinematography. Family films are rarely crafted with such care and creative vision. Simply beautiful.


Tyler Hanley's pans

Arthur Peculiar funnyman Russell Brand picks the wrong economic climate to play an irresponsible, booze-guzzling spendthrift. The always excellent Helen Mirren gives the cast more thespian spark, but "Arthur" is a dud.

Conan the Barbarian Arnold Schwarzenegger made 1982's "Conan" something of a cult classic. But this futile attempt to remake the franchise stumbles thanks to a silly plot, goofy costumes and glut of CGI-fueled nonsense.

Prom Borrowing liberally from the films of "Breakfast Club" scribe John Hughes makes this cheesy teen pleaser more imitation than inspiration. At least the title fits -- the plot and characters are about as one-dimensional as cardboard-cutout prom decorations.

Red Riding Hood The classic fairy tale gets a "Twilight"-inspired facelift with unflattering results. A hackneyed script and inexperienced acting make "Hood" feel like a mega-budget high school play even grandma would lambaste.

Sucker Punch Director Zack Snyder ("Dawn of the Dead," "300") serves up a visual feast riddled with empty calories. Once the eye candy gets stale, viewers are left with the kind of vacant, achy sensation that can be brought on only by a real "Sucker Punch."

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