What a strange year of movies 2011 turned out to be. I’m not actually sure how many great films I saw this year. I’m certain I watched at least one. But after that? Just a good number of very good films (more than last year I'd say), many of them inspired on some artistic level yet few of them inspiring me. Or at least, not as much as I’d like.

Yet making a top ten was difficult, precisely for this reason. To explain, let's look at some Honorable Mentions.

It didn’t make my top ten, but I kind of loved Melancholia with it’s visual pizzazz and it’s darkly beautiful end of all things that only slightly masquerades a deeply embedded pessimism (something I typically don’t have much use for these days but found tolerable in Lars von Trier's film). But I loved it no more than I did Win Win, which also did not make my top ten but never needed the technical brilliance Melancholia displays to have an equally successful (though opposing) view of humanity. I found the brilliantly realized horrors of Pedro Almodovar’s The Skin I Live In and the surprisingly gentle ending to be every bit as entertaining as The Muppets. And all of these films easily could have been in my top ten if you asked me yesterday or next week or in four months.

What I mostly took away this year was what a tremendous year it was for actresses. They dominated the cinema in what is too often a men’s club. I’ve seen a number of nice, solid performances by the fellas but I will take Tilda Swinton, Rooney Mara, Charlize Theron and Viola Davis over all of them. And the best of them all was Olivia Colman in Tyrannosaur, a powerful drama with a moving ending even though I’m not looking forward to seeing it again any time soon. Suffice to say, it also missed my cut. Here’s a list of films that didn’t.

10. We Need to Talk About Kevin

Both writer-director Lynne Ramsey and her lead actress, Tilda Swinton, really shook me with this creepy tale about a mother dealing with the guilt of having raised a son who commits real atrocities. It takes a while to get going, curiously vague nature and intricate editing at its most extreme in the first twenty minutes or so. But the overwhelming stylish nature of this section are key to the rest of the film flowing as well as it does, peeling off different layers of the story away like dead skin. Due to its dreamlike approach, you will question much of what you see. Ramsey doesn't make Swinton the most reliable of protagonists so you're not quite sure just how guilty she should feel or how much we can blame inherent evil.

9. The Adventures of Tintin

Of the two films Steven Spielberg released in December, the one I was most looking forward to was Tintin and after seeing it (twice) I was convinced it would be his best 2011 entry. Spielberg (along with a writing team that includes Edgar Wright, Joe Cornish and Steven Moffat) throw you right into the story from the get-go. What I loved about this movie is the imagination on display in nearly every scene. It didn’t hurt that the film at times felt like it used the same sort of magic fairy dust Spielberg employed when making classics like Raiders of the Lost Ark. While Tintin is hardly a classic of that caliber, it features some of my favorite sequences of the year, (there is an exhilarating, perilous chase sequence) plus the animation is gorgeous.

8. The Artist

2011 has made itself busy pleasing our sense of nostalgia by paying homage to movies we love or grew up loving. The Artist touched me in the same way J.J. Abram’s Super 8 did, only it’s more successful and more daring. Twitter is in a frenzy with some complaining about The Artist’s (possible) runaway train to Oscar glory. What’s to complain about? It’s as if a black-and-white, silent foreign film – a comedy, no less – is the sort of traditional Oscar fare that wins every year. Nonsense. This is a delightful film with two charming, expressive performances by Jean Dujardin and Berenice Bejo.

7. Hugo

It’s funny that Hugo would be paired so closely to The Artist as they share so much in common. I don’t want to talk too much about Hugo, since discovering its secrets is what makes it such an enchanting journey. I knew very little about it going in and I suggest everyone else try to do the same if possible. I will say this, if you were like me and were wondering why Martin Scorsese would make a children’s film (especially one in 3-D), you will find that by the time the credits roll your question will be answered. Hugo is a surprisingly complicated movie for a children’s film, so many gears and motions like the clocks it features. Yet Scorsese's young star, Asa Butterfield, and Ben Kingsley make this one worth every tick and every tock.

6. The Girl with the Dragon Tattoo

I left The Girl with the Dragon Tattoo ready to watch the next Lisbeth Salander yarn right away, right then at that moment. I didn’t care if the next movie would be another (nearly) three-hour investment, so long as it was made with the sort of command of the material David Fincher possesses here. I’ve never seen a character like Rooney’s Lisbeth (having purposely stayed away from the Swedish films). I wanted to know what she was going to do next at every turn. Her unlikely relationship with Daniel Craig becomes just as absorbing as the mystery at the center of it all, so it is no wonder that when the mystery is solved, I felt a little dissatisfied.  Thankfully, Lisbeth's story continues in an extended epilogue that – for me – sealed this movie as one of the best of the year.

5. Drive

I place it above Fincher’s film strictly for its stark originality. They both feature characters lacking a serious human connection (Gosling's Driver is lacking a real connection to humanity in general) and to varying degrees, there are consequences to finding that connection. In Dragon Tattoo, feelings are hurt. In Drive, brains are bashed in. Drive is almost entirely it’s own thing. I’ve never seen a film quite like it. It’s got the same trance-like approach Nicolas Winding Refn used in his unwatchable Valhalla Rising, but here it's toned down, there’s more story here this time. While the vibe is pretty damn cool, it isn’t all about the atmosphere. There are lives at stake, like Carey Mulligan's Irene (a beautiful, sad-eyed creature here) and her beau, Standard (an excellent Oscar Issacs). There are villains we can't wait to see get theirs. Drive is the very definition of electrifying. It moves at a slower pace than some audiences are ready for but it dials up the tension and delivers more than enough shocking jolts.

4. War Horse

I never expected to like War Horse as much as I did. I figured my reaction would be something like my reaction to last year’s The King’s Speech which went something like this: Hey, that was a really well made movie. Nice performances. Nice emotional beats. Now, what’s next? Good, but not incredibly interesting to me as a film. Instead, I found War Horse impossible to resist. Most surprisingly, it got to the cinephile in me. So many have criticized the film over overcooking a moment, swelling the music a bit too much over “trivial” scenes such as the wonderful plowing of the land sequence. But the way it treats a sequence like that with such care and such importance is exactly what makes War Horse so different from most movies this year. Spielberg has been accused by some of losing control here somehow. Wrong. War Horse is channeling something very specific. Movie geeks trip all over themselves falling in love with filmmakers of whom they see shades of Kubrick and Hitchcock. But what about the work of John Ford? What about George Stevens? There is a place for these influences too in our culture. What some call “gooey” to me is simply grand old-fashioned filmmaking. It is every bit as refreshing to see a movie like War Horse as it is to see one like Drive. Like Super 8, The Artist and Hugo, filmmakers have embraced the past in 2011. But no one embraced it with such heart as Spielberg’s allegory about a strange, magnificent horse named Joey.

3. A Separation

It’s true much of the attraction to this outstanding Iranian film is in witnessing the cultural machinations and implications of a husband and wife separating, the sort of goings on that wouldn’t happen in exactly the same way here in the United States. Meanwhile the fallout of the different relationships of all the players are quite familiar. I found this aspect of the film fascinating. But the screenplay is much more than an eye-opening encounter with another culture. The narrative is so nuanced you don’t realize the turns and revelations writer-director Asghar Farhadi will make surprising use of down the road. You think you’re just watching a girl take a bag of garbage down a flight of stairs. Instead you’re witnessing the origins of someone losing all of their credibility in the quietest way. Who would have thought?

2. Warrior

I can hear the scoffing already. But the bottom line is this: You can have all the craft and all the innovative flourishes in the world but if it doesn’t make me feel something substantial, if it doesn’t excite me on some real level it’s hard for me to care. I saw a number of well-shot, undeniably successful and interesting films like Martha Marcy May Marlene that just didn’t electrify me the way a small, formulaic drama like Warrior did. It is so simple but it gets the details right. More than that, it’s got  heart aplenty. Joel Edgerton, Tom Hardy and Nick Nolte (one of his very best performances) should all be proud of their work. I may not see the artistic possibilities of cinema when I watch Warrior. But it excited me. Those goosebumps it gave me didn't come cheaply. After decades of formulaic sports films or other tales of inspiration, it shows me that this medium is so powerful that I can be roused by competent direction, terrific performances and the hope of good things.

1. Tree of Life

I'm not interested in satisfying the snobbier element with my pick for best of the year. Nothing would make me happier than to tear a movie like this apart if I felt it too indulgent or if Terrance Malick hadn't engaged me at the outset. If I wasn’t taken by the elegant manner images were shot (not just the look of it, but the feel of the shot) one after the other, intermingled with fragments of a tale of two boys growing up (few films better captured what it feels like to be an adolescent than this), all edited with such care and thoughtfulness; if the cinematic conversation on spirituality and science and the natural world in between and within that our relationships with each other and within that our parents, our kin, ourselves, our memories and our place in this inevitable yet miraculous thing we refer to as “existence”; if none or far too few of these things engaged me, I probably would have ripped it to shreds because this is at times a challenging film. But it did, all of it, to the degree that the film not only engaged me, it moved me and it inspired new conversations.

When I saw Terrance Malick's big bold brushstrokes of I-don't-know-what, I was taken with the wholly original form, unmatched beauty; shots filled with such grace and wonder I felt like a child experiencing the world all over again with a new pair of eyes. Malick never makes conventional films but he reached deeper here, risked more and achieved something truly unique, even for him; it's the film he’s been hinting at making for decades. It sits there on the screen for its viewers to judge with disdain, moderation or adoration. I can understand all three views, but I only feel one of them. I saw a number of really good movies in 2011, but perhaps only one great one. This was it.