The 10 best movies of 2012, plus honorable mentions and my worst of the year list.

Top 10:

1. Looper: Writer-director Rian Johnson delivers on the promise of “Brick” with this excitingly original sci-fi mind-bender. An almost unrecognizable Joseph Gordon-Levitt plays an assassin named Joe, who’s out to kill his future self, Old Joe (Bruce Willis). Johnson shoots for the moon, making several movies in one. Old Joe’s life in Shanghai could have made for a great mob movie (or series of comic books), but it’s shown in an operatic five-minute montage. Similarly, we never see the adult version of Johnson’s most intriguing character, an unstoppable, supernaturally gifted warlord nicknamed The Rainmaker. Instead, we see The Rainmaker as a small child, and thanks to the remarkable performance of Pierce Gagnon, we know everything we need to know about the man he’ll become, a rage-filled maniac who kills because he’s been deprived of his mother’s love. Willis, more engaged than he’s been in years, somehow maintains his action-hero nobility while playing a morally dubious man who’s not all that different from Henry Fonda’s killer-of-innocents in “Once Upon a Time in the West”. I love the wild scenes between Young Joe and Old Joe, as well as the absolutely stunning sequence where an assassin from the future notices parts of his body have started to disappear. “Looper” is an exhilarating ride that never stops finding new ways to surprise you.

2. Django Unchained: Quentin Tarantino's eighth feature film lacks the narrative playfulness of his previous work, so why am I picking what NPR has accurately described as “Quentin’s crazy slave movie” as my second favorite movie of 2012? Because only a filmmaker this audacious and untamed could have given us a rip-roaring Spaghetti western that devotes a full hour and a half to the horrors of Chickasaw County in 1858. It’s Tarantino’s riskiest, most unsettling film to date, and I thought about it for days after. Here’s what I had stuck in my head: The murder of a runaway slave on the road to the Candyland plantation, one of many scenes that make a mockery of Hollywood’s history of producing polite movies about slavery and the Civil War; a never-better Leonardo DiCaprio as Calvin Candie, one of the more unsavory characters to appear in a Tarantino movie since the pawn shop scene in “Pulp Fiction”; Samuel L. Jackson’s shocking performance as Candyland’s head house slave; and the immensely charming and wonderful Christoph Waltz, a gift to the world from Quentin that just keeps on giving.

3. Lincoln: Set a few years after Tarantino's pre-Civil War bloodbath, “Lincoln” shows how the process by which Django and his wife could be sold like used cars became illegal. If the movie sounds like a gabfest starring a bunch of white guys, that's because it is. But it's an electrifying gabfest, written by one of America's greatest living writers (Tony Kushner) and directed by none other than Steven Spielberg. It's also completely transporting; you really do feel like you're back in January 1865 with Honest Abe in his stovepipe hat. Folksy, surprisingly funny, and not above pulling a lawyer trick as smoothly as Obi-Wan Kenobi pulls a Jedi mind trick, Lincoln is brought miraculously to life by Daniel Day-Lewis. This isn't so much a performance as it is a resurrection. The closing scene, which shows Lincoln delivering his second inaugural address (“With malice toward none, with charity for all...”), is so stirring you'll be ready to elect Day-Lewis president of the world. Failing that, we'll have to settle for giving him his third Academy Award.

4. The Master: Remember “Magnolia”, that multi-layered ensemble drama in which “Quiz Kid” Donnie Smith, Frank T.J. Mackey and most of the other major characters spent much of the film's three hour running time crying their eyes out? “The Master” is made by the same director, and it shows. Take the scene where a damaged war veteran named Freddie Quell (Joaquin Phoenix) sits down for a bizarre therapy session with Lancaster Dodd (Philip Seymour Hoffman), the leader of a new religion called The Cause, who repeats unnerving questions like “do your past failures bother you?” It's the most emotionally explosive scene I saw at the movies all year. For a filmmaker who's often accused of being “chilly,” Paul Thomas Anderson's characters remain heartbreakingly vulnerable. This isn't quite the epic statement on American capitalism and religion that was “There Will Be Blood”; “The Master” is more enigmatic, a movie about faith that refuses to offer easy answers (correctly, I think, given the unknowable nature of these things). It left some critics and audiences cold, but I'm in awe of Anderson's virtuosic direction, of Phoenix's open wound of a performance, and of Hoffman, who sounds a bit like Orson Welles in this movie. I agree with Ben Affleck, who compared Anderson to Welles when he accepted his Golden Globe award for directing “Argo”.

5. Bernie: “You cannot have grief tragically become comedy,” a funeral director named Bernie Tiede says in the opening scene of “Bernie”. Oh, but you can, as Richard Linklater proves in this funny and original black comedy based on a real-life Texas murder story. And what a story it is. Bernie (Jack Black), the killer of mean old Mrs. Nugent (Shirley MacLaine), is about as well loved by the people of Carthage as George Bailey is by the people of Bedford Falls in “It’s a Wonderful Life”. Linklater made an inspired choice by including many of the actual participants, one of whom sums up what happened: “She was just more evil than he was nice.” This is my favorite performance by Black, who continues to do his finest work with Linklater (they previously worked together on the equally great “School of Rock”). As the self-serving district attorney who charges Bernie with first-degree murder, Matthew McConaughey adds to the movie’s flavor of regional authenticity.

6. The Cabin in the Woods: “The Avengers” made all the big bucks, but the Joss Whedon movie I really loved this year was “The Cabin in the Woods”, a long overdue skewering of the torture porn subgenre. It's one of the strangest horror movies I can think of. College kids pile into a van and head for the woods. A familiar set-up to be sure, except the kids are being manipulated by “puppeteers” carrying out a bizarre sacrifice ritual. It could have been ludicrous, but Whedon's tremendous gift for characterization and dialogue make it the wittiest, most savagely funny horror send-up since the original “Scream”. Fran Kranz is sublime as the rightfully paranoid stoner Marty; think The Dude but in a horror movie instead of a film noir.

7. The Kid with a Bike: I'd never seen a film by the Dardenne Brothers, the acclaimed Belgian directors of “Rosetta” and “The Child”. I'll definitely be doing some catching up after watching the extraordinary “The Kid with a Bike”. This is an incredibly affecting French-language drama about a young boy who, after being abandoned by his loutish father, is saved from certain doom by a kind and patient hairdresser. It's a simple story that takes on monumental importance in the hands of the Dardennes, who use Beethoven's haunting “Emperor” concerto to underline key moments. The performances, by Thomas Doret as the kid with a bike and Cecile De France as the heroic woman who tries to put him on the right path, are heartrending.

8. Moonrise Kingdom: Wes Anderson had lost me for awhile there, but his last few movies have been pure magic. Accused of being too “Wes Anderson-y” from the moment its first trailer appeared, “Moonrise Kingdom” is actually a breakthrough because of the way it connects on an emotional level. It’s about two kids who run away (he from Camp Ivanhoe, she from what looks like a soon-to-be broken home) and get married, and it’s so warm and inviting I listened to the soundtrack every day for weeks as a way of recreating the experience of watching it. Working with material that’s often very funny but tinged with melancholy, the actors glow in a movie that sometimes gives you the impression you’ve just stepped into a Norman Rockwell painting.

9. Cosmopolis: I'm not much of a fan of his acting in the “Twilight” movies, but I loved Robert Pattinson in “Cosmopolis”. He plays Eric Packer, a prince of Wall Street who, on the day we meet him, is losing more money than 99% of us could ever dream of. Adapted from Don DeLillo's 2003 novel, the movie is a dark, timely cautionary tale that follows Eric as he takes a limo ride through the city to get a haircut. If that sounds visually unappealing, think again; director David Cronenberg makes the limo in “Cosmopolis” as cool a place to be as the spaceship in Ridley Scott's “Prometheus”. Eric's rapid financial downfall and violent outbursts lead him, in the film's delirious final scenes, to a fateful encounter with a would-be assassin (Paul Giamatti).

10. The Perks of Being a Wallflower: Daniel Radcliffe proved there is life beyond Harry Potter with his stellar lead performance in 2011’s “The Woman in Black”. In 2012, Emma Watson got her chance to shine in a role that didn't require wands or spell books. She co-starred as the troubled Kate in “The Perks of Being a Wallflower”, which is destined to become a beloved teen classic like “Rebel Without a Cause” and “The Breakfast Club”. Kate and her extroverted brother, Patrick (Ezra Miller), befriend shy freshman Charlie (Logan Lerman). The movie doesn’t ignore the pain these characters share, but it’s often a joyous celebration of their adolescence, like when they perform at a midnight screening of “The Rocky Horror Picture Show” or when they discover David Bowie’s “Heroes” on the radio. Miller deserved an Oscar nomination, as did the screenplay, which Stephen Chbosky adapted from his own novel. Okay, your turn, Rupert Grint.

Honorable mentions:

Flight, Zero Dark Thirty, Damsels in Distress, Compliance, To Rome with Love, Hello I Must Be Going, Seven Psychopaths, ParaNorman, Prometheus, Skyfall, Magic Mike, The Dark Knight Rises, Killer Joe, Ruby Sparks, Premium Rush, The Secret World of Arrietty, The Invisible War, Argo, Kill List, Life of Pi (everything up to “the orangutan was my mom”), The Hobbit (for riddles in the dark)

Movies I haven’t seen yet but expect great things from: Holy Motors, Anna Karenina, Amour

Movie lover of the year: Megan Ellison, whose production company, Annapurna Productions, released films by Paul Thomas Anderson (“The Master”), Kathryn Bigelow (“Zero Dark Thirty”), Andrew Dominik (“Killing Them Softly”) and John Hillcoat (“Lawless”) this year.

Worst list:

The Raid: Redemption, Piranha 3DD, The Expendables 2, Red Dawn, Parental Guidance, Wrath of the Titans, Hyde Park on Hudson, Salmon Fishing in the Yemen, Project X, Total Recall