2011 was a year of good-but-not-great films. The exceptions were movies that, for the most part, I didn’t see coming.

10. The Guard

“I can’t tell if you’re really motherfucking dumb or really motherfucking smart.”

A weird but effective mix of buddy cop film, character study, and fish-out-of-water dark comedy, The Guard came out of nowhere and knocked out a bunch of critics with its charm but never seemed to find an audience. Brendan Gleeson gives an Oscar-caliber performance as a smarter-than-he-lets-on cop in Galway who gets caught up in a major drug operation. Don Cheadle, playing an FBI officer assigned to the case, has an effortless chemistry with Gleeson but it’s Gleeson’s world, inhabited by snappy dialogue, creative direction, and strong supporting performances by Mark Strong, Liam Cunningham, and a bunch of folks you’ve never heard of.

9. Life in a Day

“Best day ever.”

The concept was simple. On July 24, 2010, people all over the world submitted clips from their daily lives to YouTube for the Life in a Day project. Ridley Scott, Kevin Macdonald, and Joe Walker edited the choicest of those clips into one 95 minute film. The result is sublime. In turns poignant, horrifying, mundane, and inspiring, the film captures life at this moment in human history in a way no other document has for any other moment in human history. Simply the fact that this endeavor was possible is astounding enough, but the filmmakers don’t let technological awe stand in for real storytelling, which they dole out in spades with the help of their global collaborators, who all get a credit as co-directors.

8. The Girl With the Dragon Tattoo

“Soon you’ll know us all too well, with my apologies.”

Why did I watch a film that I’d already read as a book and seen as a movie once before? Because Fincher is that damn good. His direction feels as assured and effortless as it did with The Social Network, and yet still bears his indelible stamp. Add to that a fearless performance by Rooney Mara and a perhaps even more accomplished score from Trent Reznor and Atticus Ross than their previous collaboration on Network and you’ve got the best American remake of a foreign film since The Departed.

7. Hugo

“My friends, I address you all tonight as you truly are; wizards, mermaids, travelers, adventurers, magicians… Come and dream with me.”

“It’s fucking magical!” is how I described this film to friends in a mock angry tone.  But it really is.  And it’s not just Martin Scoresese’s tribute to cinema; it’s a paean to the beautiful interplay between art and technology, of which film is only one expression. Also, it loves books. Asa Butterfield is a revelation, in one of the best child performances I’ve seen, not to mention the always strong Chloe Grace Moretz. Oh, and in the first couple of minutes Scorsese schools everyone else on how you actually do 3D.

6. The Descendants

“This is a unique and dramatic situation!”

Alexander Payne has a knack for taking situational comedy and grounding it with sharply realized characters in order to glimpse greater emotional truths. And he does all that pretentious-sounding shit without begin boring.  The Descendants may be his best work yet. Ditto Clooney. And he’s in good company. Shailene Woodley is positively incandescent; and Judy Greer, Robert Forster, and Matthew Lillard each do more with five minutes of screen time than most actors do with an entire film.

5. Attack the Block

“This is too much madness to explain in one text!”

This film knocked me on my ass. I saw what looked like a cool synopsis—aliens invade the hood—when scoping out films to see at SXSW. I got in line not even knowing if I’d get in. And then sat in the back of a packed Alamo Drafthouse as the crowd went on writer/director Joe Cornish’s frenetic, funny, and frightening old-school monster ride. In a year lousy with alien invasions (Battle: Los Angeles, Cowboys and Aliens, The Darkest Hour, Transformers: Dark of the Moon, and Falling Skies on TV) this one showed there’s still some juice in the concept if you know what you’re doing. Cornish adds an original setting and an original dynamic that would have been interesting even without bloodthirsty creatures—the unlikely pairing of a mugger and his victim. Plus a touch of (non-preachy) social message for good measure.

4. Moneyball

“I know you are taking it in the teeth, but the first guy through the wall… he always gets bloody… always. This is threatening not just a way of doing business… but in their minds, it’s threatening the game. Really what it’s threatening is their livelihood, their jobs. It’s threatening the way they do things… and every time that happens, whether it’s the government, a way of doing business, whatever, the people who are holding the reins – they have their hands on the switch – they go batshit crazy.”

I’ve never been happier to have my high expectations upset than by this film. Given Aaron Sorkin’s hands on the script, I was expecting the snappy repartee that made The Social Network such a joy to watch. But I forgot that (a) Steve Zaillian was also involved and, more importantly, (b) naturalistic Capote director Bennett Miller was at the helm, which is what prevailed. The result is a very authentic, compelling character study that happens to involve baseball, statistics, and business strategy. It’s not the film that Soderbergh would have made, which is fine, because it’s the perfect expression of Miller’s concerns as a filmmaker. And that’s the beauty of good adaptation.

3. 50/50

“No one wants to fuck me. I look like Voldemort.”

Dramedy gets a bad name because it’s a stupid word. But this is a dramedy. It’s very dramatic. Dude is dying of cancer. But it’s funny as hell. And it doesn’t really pick sides. It’s happy to do both in equal measure. More important, it’s good at both. Great, in fact. Joseph Gordon-Levitt is (of course) amazing, and Seth Rogen is his perfect foil (and would have gotten an Oscar nod if it weren’t for this).

2. Drive

“If I drive for you, you give me a time and a place. I give you a five-minute window, anything happens in that five minutes and I’m yours no matter what. I don’t sit in while you’re running it down; I don’t carry a gun… I drive.”

It’s clear that director Nicholas Winding Refn had 80′s crime dramas on his mind when he made this film, and that sort of fetishizing can result in the most derivative, indulgent work. In this case, however, it manifests as pure genius. Refn is a helmer who knows how to use all of his voices—quiet, brutal, sweet, menacing—very much like Gosling’s stunt/getaway driver taking his Mustang through all of its paces. But the other revelation, if it can be called that for someone we already knew was great, is Ryan Gosling. For all the worthy plaudits Albert Brooks is getting for his slice of vile in the film, it’s Gosling who’s giving (another) career-defining performance here. The silent cool he exudes can be mistaken for an archetype, but he’s doing some very subtle things here that are actually much harder than a louder, brasher performance might be because smaller moves have to say so much more.

1. The Artist

“…”

Sometimes a film comes along and just does everything right. From the clever plays on the very concept of a silent film that pepper the opening, to the playfulness of sequences that wouldn’t feel out of place in films of the era it depicts, The Artist just keeps hitting the right notes over and over and over. The film understands and celebrates the sheer joy of visual storytelling. And even in the final moment, after you’re sure the film has nothing more to say (pun intended), Hazanavicius finds a way to comment on something you probably didn’t even consider, but is in fact vital to the story (and the history) he’s recounting.

Honorable Mentions: 13 Assassins, POM Wonderful Presents: The Greatest Movie Ever Sold, Of Gods and Men, X-Men: First Class, Harry Potter and The Deathly Hallows: Part Two, Point Blank, Tinker Tailor Soldier Spy, Too Big to Fail (yes I know it was an HBO movie but it was just so damn good).