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21. Contagion (Stephen Soderbergh)
Steven Soderbergh corralled a bunch of stars for the trilogy-length high-style fluff of the Ocean's movies. For a similarly retro idea—an all-star ensemble disaster movie—Soderbergh uses a de-glammed Matt Damon, Gwyneth Paltrow, Kate Winslet, Jude Law, and others to follow the spread of a global outbreak. But this isn't movie-star fun camp; Soderbergh watches the virus spread via a series of intercut glimpses, sobering and thrilling in their containment (even when depicting anything but). Jesse Hassenger
22. The Sky Turns (Mercedes Álvarez)
A highly personal homecoming documentary that also encompasses the hard-to-fathom relationship between the planet and its passing-through human inhabitants, 2005's The Sky Turns surfaced this year as something of a minor miracle. Its achievement was well characterized, as ever, by now-emeritus L critic Michael Joshua Rowin: "excavat[es] the strata of epochs and appl[ies] its findings to the grand scope and frustrating limitations of cultural heritage and personal memory, and the mysteries of mortality and time." Mercer
23. Take Shelter (Jeff Nichols)
The "when's he gonna snap" tension-sourcing verges on schizploitation, and cryptic references to the financial crisis may date, but this vision of a small town Ohio man's intense and sad mental disintegration and its effect on his family is an assured, smoothly designed follow-up to the talented Nichols's Shotgun Stories. Jessica Chastain and Shea Whigham are clutch in a movie dominated by Michael Shannon—perhaps the most fascinating-to-watch "offbeat" American actor since Jack Nicholson. Justin Stewart
24. The Future (Miranda July)
July takes narrative risks she doesn't have to in her follow-up to 2005's anti-romantic comedy Me and You and Everyone We Know, and maybe that's why it stands out. What would otherwise have been a typical suburban break-up story is given life through the voice-over of a cat who never fully appears onscreen, and in the unwelcome intrusion of magical realism during its climax, with the moon suddenly playing a major role. Loria
25. Midnight in Paris (Woody Allen)
Not the derivative Match Point, not the clunky Vicky Christina Barcelona—Midnight in Paris was the REAL Woody Allen comeback we'd been waiting, and hoping, for. Recalling the gentle magic of underrated gem A Midsummer Night's Sex Comedy in its time-machine-as-Chinese-box premise, as well as the pared-down existential tales that the secretly optimistic Allen has crafted for almost fifty years, Midnight in Paris conjures a satirically ideal lost world to reaffirm the beauty of the imperfect present one in which we're forced to live. Rowin