2013 might be the best year at the theater since I started getting serious about film. How many of my favorites did you see?

The wait to write up my 2013 Year in Film was especially long this year as I wait for the week of the Academy Awards to debut it. The Oscars were pushed to March to avoid the Olympics so this list has been gestating almost an entire month longer than usual.

2013 was a banner year for film and could possibly be the best year since I became an avid cinephile 15 years ago. We saw great films from established masters, directors who continue to prove they are the real deal and a couple of filmmakers who firmly established their work is as strong as anyone else out there.

Before I get into The List I will have the usual rundown of some random superlatives and another guest appearance by Amy for her Best Of list that more of you will surely agree with over mine. So without further ado…

Most Overrated Film: The Spectacular Now
I know I said these were supposed to be superlatives, but let’s get the negatives out of the way first; shall we?
The Spectacular Now features some great young stars, Shailene Woodley, Miles Teller, Brie Larson and some wonderful veterans Kyle Chandler, Bob Odenkirk, Mary Elizabeth Winstead, but I can not, for the life of me, figure out how this ended up on so many best of lists. I appreciate the effort to make a grounded teen romance from James Ponsoldt (I loved his previous effort, Smashed), but this story of male teen angst and alcoholism doesn’t have any stakes and plays as a male fantasy.
That really attractive girl who isn’t full of herself, into all of the things you like and is ready to sleep with you (after never having a boyfriend) on the second date, that is the character Woodley plays. Over the course of the film Teller gets her to drink a lot, drive around drunk with him and ends up getting her hit by a car in the middle of a drunken fight. But don’t worry, she will apologize for all of it, exonerating the drunken idiot of any blame. Teller’s character has no consequences for his terrible behavior and the film, ultimately, rewards him in the end with the hopeful ending that they get back together. Ughhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh.

Worst Film of the Year: Labor Day
The Host was laugh out loud bad, Despicable Me 2 and Turbo were terrible animated entries, Elysium defied everything great it had going for it, but Labor Day took the peach pie. I have enjoyed Jason Reitman’s previous work every time out, but this was just unbearable. The story was idiotic, the script was terrible and the film might have set feminism back 50 years. The message of the film? All you need is a convicted murder to fix up your house and give you some good old fashion boning and your life will be all better. Line up ladies! (My Original Review)

Best 1st Act of a Film Whose 3rd Act Ruined Any Chance of It Ending Up On This List: The Place Beyond the Pines
The opening third of The Place Beyond the Pines could go toe to toe with most of the films on this list. Ryan Gosling stars in Derek Cianfrance’s crime thriller and the small time crook trying to make good on his past act of the film is thrilling and features some of the best set pieces of the year. The segment ends with one of the year’s best chase scenes and opens with one of the year’s best long-takes. How did things go so wrong? The middle segment of the film is solid if not a little too familiar, but the film’s final act is so off and misguided it ruined the potential for Cianfrance to notch another classic on his belt. I guess we will always have Blue Valentine. (More On This Film’s Failures and other Sophomore Slumps of 2013)

Best Score of the Year: Shane Carruth – Upstream Color
Shane Carruth did just about everything on his film, Upstream Color, and his score is just one of its many impressive elements. It works beautifully in the film, but the testament to its greatness is that it works so welloutside the film. And it shouldn’t. The score is so odd and out there, but still works great when you listen to it to get some work done or try to go to sleep.
The score has some heavy lifting to do in the film too, as the picture is absent of much dialogue throughout and the final act is a nearly wordless crescendo that sucks you in because the music is so perfectly paired with the on screen images. Fantastic stuff.

Best Scene of the Year: The Hotel Fight (Before Midnight)
The scene is three films in the making and when things start down that path, well, look out. Jesse and Celine getting into it like they do here is terrifying, funny, heartbreaking, exhilarating and all you want is for things to turn out OK. I won’t get into it much more as it is kind of spoilery for people who haven’t seen the series (what is wrong with those people by the way?), but it’s amazing how compelling a simple two person conversation in a hotel room can be.
Runner Ups: Whipping Patsey (12 Years a Slave), The Battle of Hong Kong (Pacific Rim), The Barrels (The Desolation of Smaug), Getting Revenge (Upstream Color), Lemmons (The Wolf of Wall Street), “Everytime” (Spring Breakers), Piano Duet (Stoker), Braving the Storm (All is Lost), Shuttle Destruction (Gravity), ISS Destruction (Gravity), “Please Mr. Kennedy” (Inside Llewyn Davis), Train Station Fight (The Grandmaster), Birthday Wishes (Short Term 12) Through the Carnival (The Place Beyond the Pines), The Hanging (12 Years a Slave).

Best Shot of the Year: Solomon’s Look (12 Years a Slave)
There is a scene late in the film where all hope is, seemingly, lost to Northrop and the camera just sits on him as he looks around, what’s going through his head is hard to truly know. But as the shot lingers, Chiwetel Ejiofor’s gaze settles right into the camera, almost asking the viewer for help with nowhere left to turn to. It’s a haunting moment and was one of a series of moments late in this film that wrecked me. I wept on and off for the final ten to fifteen minutes, but this shot pushed me into the back of my chair and will always stick with me.

Film I Can’t Believe Was Good After the God Awful First Film: The Hunger Games: Catching Fire
Yes, Peeta is the worst, but I was almost entirely entertained by everything else this sequel had to offer. A better cast, director and budget didn’t hurt, but the tone and desperation of the picture was felt so much more than any of the nonsense in the first film. The cast is actually utilized for their considerable talents and as I got to know the characters I was actually scared for them in those games. What a novel concept, building characters! Thankfully, they Hunger Games ended just about when my patience was about to break with them and I’m so glad there is no more of that in the final film. That ending also caught me almost entirely by surprise and I left very excited for the last film; and not just because it will be our final glimpse of Phillip Seymour Hoffman. Team Finnick all the way.

Amy’s Lists for 2013:
Top 20 Movie List of 2013:
20. The To Do List
19. Ain’t them Bodies Saints
18. Her
17. Inside Llewyn Davis
16. The Hobbit: The Desolation of Smaug
15. Mud
14. Dallas Buyers Club
13. Stoker
12. In a World
11. About Time
11. Frozen
10. Star Trek Into Darkness
9. The Great Gatsby
8. Frances Ha
7. Blue Jasmine
6. Nebraska
5. American Hustle
4. Before Midnight
3. The Wolf of Wall Street
2. Gravity
1. Short Term 12

Other notable movies worth viewing/renting:
1. Stories We Tell
2. 20 feet from Stardom
3. Monsters University
4. Iron Man 3
5. Captain Phillips
6. Warm Bodies
7. The Heat
8. Philomena
9. The Secret Life of Walter Mitty
10. Austenland
11. Side Effects
12. The Hunger Games: Catching Fire
13. The Way Way Back
14. White House Down
15. The Butler

Biggest disappointments not worth your time to watch:
1. Spring Breakers
2. The Host
3. Labor Day
4. Beautiful Creatures
5. Spectacular Now
6. Saving Mr. Banks
7. The Wolverine
8. Identity Thief

OK, I am back, but first some films I missed that I really wanted to see before writing this:
The Broken Circle Breakdown, The Wind Rises, The Past, A Touch of Sin, No, Leviathan, The Hunt, The Kings of Summer, Museum Hours.
And for a list of every movie I saw in 2013, head here.

The List: Honorable Mentions

Europa Report
Smart sci-fi is sometimes hard to find, but the simple, thought out premise behind Europa Report makes it easy for you to get sucked into its world. Following a crew on a long journey into our Solar System is an idea that intrigues me and Europa Report does a great job of creating a realistic portrayal of what that might be like for the astronauts involved. The science behind the film even seems somewhat grounded. While the fiction is more prominent than the science in the end it is presented in an inspiring way and not played for cheap thrills. Tension is almost entirely well earned and, outside a couple of weak deaths, the characters act incredibly rationale. If only the film had a bit bigger budget, I think Sebastián Cordero might have been able to create something even more special.

The Bling Ring
Sofia Coppola’s latest is probably her weakest effort, but still serves as a scathing portrait of our country’s youth and the dumb ass concerns they barely have. Sure, you can argue this is just a look at the privileged who feel they can escape any consequences, but I feel like if that is your defense you might want to open your eyes to reality. There are plenty of bright young people out there striving to make a better tomorrow, but Coppola really gets at the growing priorities of a lot of our younger citizens. It doesn’t look good guys.

Iron Man 3
The only superhero film to make the list this year, Iron Man 3 is a lot of fun and Shane Black was the perfect fit for Robert Downey Jr. in his fourth turn as Tony Stark. Black’s script is as sharp as you expect from the longtime screenwriter and his directorial chops are more than strong enough for this big a project in only his second effort. The film has a balance of humor, action and surprises that you get from few films in the action genre and I am ecstatic at what doors this film’s success might open for Black. Now we have to make peace with the fact we probably only get two more films with Downey as Tony Stark.

Monsters University
The latest from Pixar is another follow up to one of their previous efforts, but making a prequel to Monsters Inc. instead of a sequel to that already perfect ending was a smart first step. While the stakes might be a bit diminished because we know where these guys end up, but the film remains a lot of fun as the drama revolves around the results of the Scare Games which offer up some excellent set pieces and a few surprises. The new faces in the film are also a welcome addition and getting to know them better on their journey is just as compelling as Mike and Sully’s difficult road to friendship. Watched back to back in the order of the story’s timeline should play wonderfully for younger generations, as the kinship in University will only make the adventure of Inc. that much more compelling.

Beyond the Hills
My only other experience with Cristian Mungiu is the excellent 4 Months, 3 Weeks and 2 Days and while this film isn’t as taught a thriller or shocking, it’s nearly just as affecting in many other ways. The film is a pointed look at religion, and the stupidity involved in getting wrapped up with the nonsense that they try to subjugate on people. The frustration of watching these nuns run around, putting so much faith in God in the face of reason, it’s maddening. And it only gets worse when they start strapping people to boards because they are infatuated with one from their monastery. There are a lot of subtle layers and unsaid history on the board that will probably enrich on repeat viewings and I look forward to picking away at this picture in the future.

Like Someone in Love
My first experience with Abbas Kiarostami was the recent, and befuddling, Certified Copy, but I adored my experience with one of his older efforts, Close-Up, last year. Like Someone in Love falls much closer to Close-Up by my estimation, but it is a different experience than that film. Both grapple with identity, but this film revolves around a 24 hour experience in the lives three individuals as we quietly experience the trouble between two lover’s relationship through the eyes of an unlikely third party. I don’t really know how to explain the story without spoiling, but it is a film that is confident and takes its time to let the story unfold. That ending is, something, I’m not sure what, but I didn’t see it coming; that is for sure.

Star Trek Into Darkness
The second, and last?, Trek film from J.J. Abrams is not quite up to par with his first, but it is still a lot of fun. The cast is what makes these new Trek films such a blast and the Darkness’ script wisely knows which characters to give more material to (more Simon Pegg is always a good thing) and makes the most of newcomer Benedict Cumberbatch. The films only misstep is its desire to rehash the Trek lore in The Wrath of Kahn. The execution works if this is your first introduction to that storyline, but it’s head scratching that they would revisit an old storyline when the whole point of the first film was that they reset the timeline to do whatever they want. Gripes aside, Darkness is one hell of a ride at the movies and I can’t imagine viewers oblivious to non-Abrams Trek are going to find much to complain about.

American Hustle
David O. Russell’s reinvention hasn’t been my cup of tea compared to his previous work, but I have enjoyed each of his efforts more and more each time out. American Hustle bothered the hell out of me for half its runtime the first time I saw it (“Why are you trying so hard to be Goodfellas?”), but I was won over by the back half and the on fire performance from Jennifer Lawrence. When I saw the film a second time and my reaction was almost entirely flipped. Bale was the standout, where I gave him the least amount of attention the first time around and the front half was much more engaging than the back when there were no surprises left to be revealed. The film plays even more like a comedy on the second go around and it works better as a wholebthe less serious you take it, most of this is made up. The rest of the cast is great too, with Amy Adams, Bradley Cooper, Louis C.K. and Jeremy Renner all delivering some of the best work of their careers. American Hustle might be Scorsese-lite, but it’s still some of the most fun you could of had a the theater in 2013. Also, Live and Let Die!

The Conjuring
I am not a huge fan of the horror genre, but The Conjuring the type of entry I usually enjoy. By no means a terrifying film, but it is a hell of a ride with plenty of fun tension throughout. It actually is relentless in a way that few films are nowadays and once things get rolling the film never lets you go. Things get crazy in that house and all the drama works so well because of the fantastic cast James Wan has put together. I want sequels with Patrick Wilson and Vera Farmiga as the Warrens, but the Perron family has some great actors in every role. The Conjuring is about atmosphere, not gore, and people normally turned off by the genre should certainly check it out. It’s not just a fun film, but it is an excellent piece of filmmaking by Wan and his team.

Ender’s Game
I was a virgin to this story, but was entirely won over by this sci-fi epic. Watching Ender climb the ranks of the military is exhilarating and by the time it rolls into the final set pieces I was fully invested. The sci-fi is smart, the set pieces are wonderfully executed and the only complaint I have with the film is that I wanted more of it. The young cast is solid, but the vets Harrison Ford and Ben Kingsley are the standouts as Ender’s mentors. A lot of people had a lot of reasons to not even bother giving this film a chance, but I think this is one of the best blockbusters of the year and I hope we get more smart entertainment like this from the big studio pictures.

This Is the End
The film that I am most sure probably deserves to be higher on this list is This Is the End. There’s a high probability that this one will end up in my Blu-ray player more than any of these other films and that is because the cast is such a joy to be with. You aren’t going to find a much stronger comedy cast right now and everyone is not only great, but are willing to do just about anything for a laugh. Some people have said the film is downhill after the opening party, but I think the picture does a great job at raising the stakes and the comedy as it goes along. Plus, Danny McBride doesn’t show up till after the party so that makes any statement like that objectively false.

Side Effects
Steven Soderbergh’s “final film” starts as one thing and ends up somewhere else, excelling at just about everything it tries to do. Rooney Mara is a deceptive lead and while your inability to get a read on her may come across as one note, she does a great job at building up the layers of her character that Soderbergh expertly pulls apart. The flip in the back half of the film also gives Jude Law one of his best roles in sometime, all while giving Mara a whole new angle to play. Side Effects is another gem from Soderbergh, but it wasn’t even the best movie he released this year.

Dallas Buyers Club
This, kind of true, story might play a little fast and loose with the facts of Ron Woodroof’s life, but the messages the film weaves tell an interesting piece of history in the battle of the HIV infected and the pharmaceutical industry. A lot of people probably weren’t aware of the struggle that went on during the height of the AIDS crisis and focusing the story on the steps that the sick had to take to stay alive is incredible. Woodroof also allowed for McConaughey to turn in another great performance in an incredible run that he has been on as of late, while Jared Leto supports by showing up with his chops as shatp as ever. A great little piece of history, heightened to particularly great dramatic effect.

Behind the Candelabra
Soderbergh is back again and this time he’s delivering a biopic of Liberace. Taking place in the later years of Liberace’s life when he meets his latest young lover, the film takes us head first into the whirlwind that being the muse of Liberace can be. Matt Damon is delightfully dim as Scott and he plays wonderfully off the equally excellent Michael Douglas as the piano virtuoso. The narrow focus of Scott’s perspective lets the film pull us into the world and seemed like the perfect move instead of trying to jam everything about Liberace’s life into a two hour run time. The film is able to remain more fun in this format as Soderbergh’s picture is one of the best comedies of the year. Also, Rob Lowe is worth the price of admission alone.

Short Term 12
The first 2/3 of Short Term 12 are as good, or better, than just about anything released this year. The film is so honest, raw and emotional while featuring natural performances from just about everyone involved. I was crying at multiple moments throughout and I was so disappointed that it didn’t stick the landing. Where everything felt so real to life in the early goings, things quickly become emotionally dishonest as everything starts happening for the sake of drama and not because the characters would act the way they do. The ending scene would have been the perfect end note for Marcus had they not betrayed him for some over the top, completely illogical, third act drama, but no matter what happened in the end it can’t take away the emotion that came before it. Brie Larson also delivers one of the best performances of the year that is not to be missed.

The Grandmaster
Wong Kar Wai’s martial arts epic was a visual treat when I saw the US cut, but it didn’t come together as a whole. Then I saw the Chinese cut of the film and was floored by the picture. The big key to this was the expanded role for Zhang Ziyi, who goes from a weak flirtation for IP Man with her own small sidequest, to a fully realized character that shares in IP Man’s loss, sadness and longing. She also takes over the picture a little over halfway through the runtime and her story is the most compelling and thrilling aspect of the film; it also delivers, probably, the year’s best action scene. Tony Leung is great, but Zhang Ziyi bests him, maybe she is the grandmaster?

The Top 20:

20. Gravity
Children of Men is an all-time favorite for me, so Alfonso Cuarón had a lot to live up to with his long awaited follow up. On a technical level, Gravity is awe inspiring. The shot creation, direction, cinematography and effects are impeccable, but it is missing that great human connection that would have helped take the emotions over the top. You feel for Bullock and Clooney as they try to survive, but I didn’t find myself connecting beyond the “what if I was in their shoes” peril. I can appreciate the rebirth of Bullock’s Ryan, but I don’t think we got to know her enough to get hooked on her tragic backstory or buy her spiritual desires she has in her most desperate moments. Ryan speaking aloud all of her thoughts and emotions to nobody for the final third doesn’t play that we’ll either. Still, the film is an experience unlike few I have had in the theater, I just wish it connected with me emotionally, otherwise it would have ended up much higher on this list.

19. All is Lost
J.C. Chandor’s second feature is a complete departure from his debut film and that has me endlessly excited for what this rising star is going to be capable of. It is sort of fitting that this and Gravity are side by side on this list as their biggest missteps come in their third acts and they are both harrowing acts of survival. I was more connected to Redford’s nameless hero than Gravity’s Ryan and was able to do that without him uttering a word. That is a testament to both Redford’s acting and Chandor’s direction as this unfairly missed film deserves a much bigger audience than it got. This too could have been higher up on the list, but a couple weird decisions stick out that held it back. Still, this is an easy recommendation and I couldn’t be more earnest in hoping you seek this one out if you missed it.

18. Nebraska
Alexander Payne ends up on my list almost every time out and Nebraska is another deserving entry from the director. This road trip into the heart of middle America is classic Payne, as he mixes humor with pathos to wonderful effect. June Squibb delivers one of the strongest comedic performances of the year as the matriarch of the Grant family, but it is the slow reveal of their history and the new found connections they make on this unlikely journey that helps Nebraska really resonate. Bruce Dern’s performance might not seem like much at first glance, it didn’t to me, but on a second viewing I really noticed the subtleties of his performance. He does so much, by doing very little. The film surprises you as you learn more and more about the Grant’s and if you don’t get those fuzzy feelings inside when David makes the most out of a shitty situation for his Dad, well I don’t know what is wrong with you.

17. Ain’t Them Bodies Saints
David Lowery’s character study is one of the quietest films on this list, but the trio of characters the film focuses on are as rich as any you will find mentioned on this list. Rooney Mara anchors the film as a single mother trying to get by and the drama that slowly builds as her husband tries to get back to her never lets you go. Casey Affleck and Ben Foster deliver a pair of stellar performances that you would expect from the likes of those two guys as Lowery and his team shoot one of the most gorgeous pictures of the year. This might not be for everyone, but it is rich storytelling for those that can ease along with it.

16. Stoker
Chan-wook Park makes his American debut with Stoker and doesn’t miss a beat when it comes to weird and deranged subject matters. Following a somewhat supernatural(?) girl’s coming of age story, centered around the mysterious death of her father and the sudden reappearance of her creepy uncle, is anything but conventional, yet somehow it all works. This is in large part due to the fantastic trio of Mia Wasikowska, Nicole Kidman and Matthew Goode, who are all game for the craziness the script will take them too and are unafraid to embrace the taboos you rarely see in a film with this mainstream of aspirations. Try not to be shocked by that shower reveal.

15. The World’s End
Edgar Wright is another staple of my year end lists and The World’s End is of the caliber of all of his previous efforts; fantastic. The first time I saw the film I placed it as a very good, yet lesser effort from Wright, but a second viewing really allowed the film to stand for itself. Being the third part of the Cornetto trilogy, I went in expecting an excellent and hilarious homage to yet another genre, alien/end of the world invasion, but that setting is more of a playground for something more. Simon Pegg’s Gary King is a damaged individual and watching him struggle to find himself all while the film manages to be hilarious and action packed is an impressive feat by Wright and co-writer Pegg. Gary’s journey is filled with depression and sadness and the film’s ability to highlight that while remaining one of the funniest films of the year is a balance of tone few people can pull off.

14. Blue Jasmine
Woody Allen has found his way onto my Year in Reviews on and off over the years, but Blue Jasmine would have cemented a spot just on Cate Blanchett’s performance alone. This darkly comic journey into madness will catch many off guard, but the film’s structure and slow descent into the troubles of Blanchett’s Jasmine was one of the most captivating stories told this year. A great cast is to be expected in a Woody Allen film, but you could have put just about anyone next to Blanchett and this thing would have still been great. It’s a great film because of an incredible performance, but the places it is willing to go with Jasmine takes chances we rarely see from any filmmaker working on the level Allen does.

13. In a World…
Lake Bell’s writing and directing feature debut is the best comedy of 2013. Diving into the world of voice over artists was an interesting and fresh premise, but it is her writing and a wide range of characters that make this film so great. It doesn’t hurt that her cast is full of top notch comedians from your favorite show or podcast, but Bell gives most everyone a fully realized character no matter how big or small the part. She also juggles quite a few story threads and pulls them all together nicely, making sure to give weight to every side story. Also, Michaela Watkins for everything please.

12. Only God Forgives
Drive, Nicolas Winding Refn’s previous film, was at the top of my year end list the year it was released and he and Ryan Gosling’s follow up is another strong effort. A sparse film dialogue wise, you won’t have any problem picking up the tone of the film as it is one of the darkest films on this list. Things get pretty crazy on the back streets of Bangkok, as a game of revenge ping pongs back and forth among a crime family and the local authorities. Vithaya Pansringarm is terrifying as a Terminator-like police officer who soothes himself with Karaoke after he kills a man. Equally terrifying is Kristin Scott Thomas as the crime family Matriarch whose dominant behavior explains so much about her two sons. Not a film for everyone, but a gorgeous and brutal revenge film for anyone that enjoys that sort of thing.

11. Out of the Furnace
Scott Cooper’s second feature is another tale of revenge on this list that slowly ratchets up the tension of an engaging character study before morphing into a full blown crime film. Christian Bale is just as great here as he is in American Hustle, and he is supported by some fantastic work from Casey Affleck, Sam Shepard, Willem Dafoe and Zoe Saldana. It’s a story of redemption as much as it is about revenge, while examining the lengths you are willing to go to defend your family’s honor. Woody Harrelson also deserves special mention as he is a monster worth watching here, he makes you want to never roll into the backwoods of our country any time soon. This was the most unheralded and underseen film of the year and it honestly might have been higher if I had seen it again. A fantastic film that you should seek out as soon as possible.

10. Blue Is the Warmest Color
A “three hour lesbian coming of age film” is something I never would have expected to be so high up on my list at the start of the year, but Abdellatif Kechiche’s Blue Is the Warmest Color is one of the year’s best character studies. Adèle Exarchopoulos stars and gives one of the year’s absolute best performances. She has a face that tells youbso much, and is so nuanced, you begin to understand why Kechiche is so comfortable just lingering on her as she goes through a sexual and emotional awakening. Exarchopoulos is believable as a lustful teenager and a matured elementary teacher and her partner in the film, played by the also great Léa Seydoux, is a big part of that growing process. The passion these two characters have for each other is palpable, and that isn’t just because of the graphic sex scenes we see between the two. Seydoux and Exarchopoulos have the best chemistry of any on film couple (well, except one) this year and their relationship’s arc is fully realized in a way that we rarely get to see any more. Do not miss.

9. Spring Breakers
Harmony Korine’s scathing look at the youth of America is bound to offend, but I love that the film is a bellwether for knowing whether you should hang out with someone based solely on how awesome they think the opening sequence is. If that slow-mo debauchery terrifies you like it did me then you are in the right frame of mind, but that doesn’t mean you still can’t have some fun. The opening third of the film is a cautionary tale, but it also sets up the female empowerment the girls go through over the course of the picture. Alien is what makes the film fun and James Franco is amazing in the role of the gangster rapper drug dealer. He drops some of the best one liners of the year and the Britney Spears themed montage is one of the year’s best sequences. Don’t count out those ex-Disney girls either, they hold their own with Franco. Again, not for everyone, but there is a lot to love in this one.

8. The Wolf of Wall Street
Martin Scorsese’s epic tale of the life of a Wall Street broker is unsettling, terrifying and infuriating, all while being one of the most infectious and funniest films of the year. Leonardo DiCaprio leads a merry band of imbeciles, that just so happen to become millionaires by fleecing over everyone while doing every drug, prostitute and lewd act the human race has invented. In fact, I’m sure they created a few new ones. DiCaprio is at the top of his game, and with Scorsese they have shined a light on the despicable social divide in our country. The rich can do whatever they want with little consequence, even if they leave everything destroyed in their paths. Seems fair.

7. Inside Llewyn Davis
The Coen Brothers are another pair of frequent visitors to this list and Inside Llewyn Davis is an effort that stacks up against just about any of their previous works. The film’s titular protagonist isn’t the most friendly guy, but you can’t help but root for him as he hits an epic wall of bad luck. Llewyn is the only constant in the film, as we follow him for a week in his life where he comes across a wide range of interesting characters you can only find in a Coen Bros. film. If Llewyn’s darkly comic misadventures aren’t enough, the film’s soundtrack is one of the best released in ages and features some amazing work from the star Oscar Issac. Issac carries this film and that is an impressive feat for a guy most people don’t even recognize. Inside Llewyn Davis might leave some people cold, but I found some hope in this picture, even as Llewyn tries to quit on himself. The story is a pointed reminder that even with all the talent in the world sometimes you need a bit of luck; I just don’t know if Llewyn ever got any.

6. Frances Ha
A contemporary cousin to Inside Llewyn Davis, Noah Baumbach and Greta Gerwig’s Frances Ha follows another apartment jumping New Yorker who just can’t seem to find her way. Frances dances, where Llewyn sings, but she doesn’t have the luxury of failing as long as he does. What follows is a look at what you might go through if your dreams never materialized the way you thought they would and how you can still end up happy on the other side. Gerwig is phenomenal in the title role and you can’t help but smile as you watch her awkwardly navigate a life that might be slowly coming apart. Filled with humor and laced with sadness, Frances Ha hits home for anyone who has ever felt a little lost in this world.

5. Stories We Tell
The third film from Sarah Polley is her best yet, as she turns the camera onto her own story in the best documentary of the year. Polley’s past is an interesting one, nothing dark or tragic, and the way she goes about telling it allows her to play with the documentary form in a number of ways. Interviewing the other five surviving family members, while simultaneously re-creating her mother’s past to look like home videos creates an arresting narrative that has as many twists and turns as any fictional Hollywood film. To reveal where this story goes would be a disservice, but it was one of the most emotional films of the year for me while saying so much about family and what that means.

4. Her
Spike Jonze makes it four for four with Her in one of the most optimistic and realistic future tales ever put on film. The relationship between Theodore and Samantha is a fully realized and touching bond, but it was the world that Jonze created that captivated me so strongly. The progression of our society in the face of AI seems so authentic here, especially with how quickly AI might move past us. The film is so smart and thought provoking when it comes to how AI would operate in our world and just as engaging when it comes to how humanity would react to it. It is so nice to see a film that isn’t all gloom and doomy about our technological future and if our future shakes out to look something like this I don’t think we have too much to worry about.

3. Before Midnight
The third film in the Before series is improbably fantastic and is the perfect ending to the Before trilogy; well until they make another one. The film delays you from getting to the stuff you came for, the Celine and Jesse walk and talks, but that is all a part of growing up, no? You have to make time for others every now and then. That isn’t to say there isn’t interesting conversations before these two get alone. In fact, those early scenes is where most of the familiar philosophical life assessment lies, but just getting Hawke and Delpy in a room and talking, even if it is a brutal argument, will trump that everytime. And boy do things get real in that hotel room. If you watch that final scene in the and don’t see a little bit of yourself and your relationships, then I don’t know who you are. The humor crossed with the mounting tension that these lovers might not be what we wanted them to be is an odd feeling to have and I can’t wait another 8-10 years for Linklater, Hawke and Delpy to let us know if they really are meant to be together.

2. 12 Years a Slave
Steve McQueen has cemented himself as one of the premiere working directors with his third film and no film had such an emotional and technical awe inspiring effect on me as this one. A journey into the horrors of slavery could be argued as an easy attempt to get to your emotions, but McQueen and his cast earn every moment. The film resonates so strongly because everyone involved is at the top of their game and the cast is superb from top to bottom; Chiwetel Ejiofor, Lupita Nyong’o and Michael Fassbender all deliver some of the year’s best acting work. 12 Years a Slave was the only other film to occupy the number one spot for me this year, but this is a film that few will forget anytime soon after they see it.

1. Upstream Color
Shane Carruth’s Upstream Color is in the number one spot because there is simply nothing else like it. Carruth does just about everything in this sci-fi/romance/pig loving/mind control/crime film and his filmmaking feels like something new and completely original. To explain the plot of the film would probably make you either a) laugh at me, b) smack me in the face, c) simply walk away, but when you start watching it you can’t look away. This is in large part due to the work by Amy Seimetz, who carries the film from start to finish and gives the film its emotional core. The visual language of the film might be a lot to keep up with, but if you give Upstream Color a shot I promise you will be, at the least, intrigued. If you are like me, you might get even something more out of it, much more.