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10. Hugo Martin Scorsese could direct the phone book and make it interesting. Fortunately, Brian Selznick's book "The Invention of Hugo Cabret" gave the filmmaking maestro plenty of magical material about an orphan (Asa Butterfield) living in a Paris train station during the 1930s. Marrying 3D technology with Dante Ferretti's incredible production design provides eye candy galore. Although the story is too thin to support the movie's lengthy running time, lovers of film history will adore the tribute to early film pioneer Georges Melies (Ben Kingsley) and the power of imagination.

9. Mission: Impossible -- Ghost Protocol Brad Bird directs the fourth installment of the "Mission: Impossible" franchise as though it were "The Incredibles." Cartoon-like superheroes (led by Tom Cruise's Ethan Hunt) perform death-defying feats at a breakneck pace and turn rogue agents to save the world from nuclear annihilation. An adrenaline rush laced with humor, the popcorn movie provides a big escapist bang for the buck.

8. Tinker Tailor Soldier Spy Director Tomas Alfredson focuses on the trench-coated veteran (Gary Oldman) of the British secret service known as "the Circus," who must find the Soviet mole within the organization. Subtlety and restraint characterize this adaptation of John le Carre's Cold War thriller. Shot with a grainy realism, the film depicts seemingly ordinary spies (including Toby Jones, Ciaran Hinds and Colin Firth) without a hint of James Bond swagger, as they engage in sing-alongs at holiday parties, talk about gathering information, and snatch a file or two.

7. War Horse "Saving War Horse Joey" might be an appropriate title for Steven Spielberg's World War I saga that tugs at the heartstrings and affirms traditional values. No one can direct a mainstream movie better. Janusz Kaminski's lensing and John Williams' score contribute to the epic grandeur, while the screenplay by Lee Hall and Richard Curtis provides thematic heft and narrative drive. Drafted to serve in the Great War, the magnificent horse moves from master to master, allowing us to see the British, French and German perspectives -- and how a splendid creature can stop some humans from behaving like animals.

6. My Week With Marilyn Michelle Williams doesn't impersonate Marilyn Monroe as much as capture the essence of the 30-year-old screen goddess in an Oscar-worthy turn. From breathy whispers to self-aware winking and posing while "being her" for an adoring public, Williams shows her impressive range. Based on the memoirs of the late Colin Clark (Eddie Redmayne), then a smitten third assistant director on the set of Sir Laurence Olivier's "The Prince and the Showgirl," the breezy biopic chronicles his seven-day itch with the blonde legend. Brit Simon Curtis directs a fragile Marilyn as she tries to find the Method in the madness of working with British royalty (Kenneth Branagh and Judi Dench).

5. Bill Cunningham New York On the documentary shortlist for the 2012 Oscars, Richard Press' profile of octogenarian Bill Cunningham bubbles with the subject's ebullient spirit. Ironically, the pioneer of the art of street-style photography has no personal sartorial flair -- unless a duct-taped poncho and a camera slung around his neck qualify. But the New York Times photographer and cultural anthropologist of fashion is fascinating, whether pedaling his Schwinn around Manhattan, shooting fashion-forward ordinary people, or musing about his principles and passion for his work.

4. Melancholia The sights and sounds of Lars von Trier's meditation on the parallels between the cosmos and a pair of moody sisters (Kirsten Dunst and Charlotte Gainsbourg) explode in an apocalypse wow. The visual imagery of the Danish writer-director demands attention, while the mounting depression and erratic behavior of the siblings earn it. As the planet Melancholia rushes on a collision course to Earth, you'll have ample time to contemplate what it all means.

3. The Descendants Alexander Payne delivers another smart movie about ordinary people grappling with crises large and small. George Clooney wears his vulnerability on his Hawaiian-shirt sleeve, playing the lawyer-husband-father whose life gets upended in rough surf. A small film with plenty to say about personal and civic responsibility, the character-driven piece balances deadpan comedy with heartfelt emotion -- and Hawaii emerges as an integral member of the ensemble cast.

2. Poetry Quiet and deeply humanistic, the multi-layered drama from South Korean filmmaker Lee Chang-dong focuses on a 66-year-old grandmother who learns how to see the world and find transcendence through her struggle to write a single poem. Yun Jung-hee's delicate performance draws you into her awakening, as she gradually discards traditional trappings to follow her own moral compass and use her own voice. The film rhythmically develops emotional power that resonates long after the credits roll.

1. The Artist Infectiously joyful and charming, this black-and-white love letter to the movies reminds us that cinema is a universal language -- no dialogue needed. French director Michel Hazanavicius proves that the best films cast a spell using the basics: lovable characters portrayed by fine actors, a captivating story and timeless themes. Debonair Jean Dujardin sparkles as the silent-film star who gives a girl (Berenice Bujo) with a dream her big break. The sight gags of the pre-talkie era are delightful. And just as refreshing is the film's generosity of spirit, as individuals lend helping hands rather than backstab for personal gain. When the sound era arrives in 1927, you'll wanna sing, wanna dance alongside the couple in the spotlight.


Note: Susan Tavernetti opted out of writing a pans list this year, as she was not assigned to review any films bad enough to qualify, she said.

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