If you haven’t read Part I of this over-written countdown, you should go do that now (I worked hard on these!).
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Okay, here’s Part II. It’s got two relatively small films, two massive world-wide blockbusters, and one new release featuring the breakout star of the year.  Weird note: all the films in this section start with “The”. Enjoy and stay tuned for the Final Five!

10.  The Avengers The Avengers it the first of THREE Joss Whedon films on this list (including the addendum that doesn’t really count) but, before you say that I’m just rewarding him for his TV work and winning personality, you should know that I recently started re-watching Buffy and am wholly aware of his flaws as a creator (it may have been a formative show for me, but it was far from THE formative show and it’s rare that I can bring myself to love something just because I like a name attached to it- example A: Dollhouse). That said, I’m convinced that there was no other writer-director in the world who could have pulled off The Avengers as well as Whedon did. What were the Marvel folks smoking when they decided that a steady stream of massive semi-famous superhero films all leading up towards one giant Biggest Superhero Film Ever would be a good idea? That might just be the riskiest financial idea I’ve ever heard from a film studio (and they make some nutty calls sometimes). Millions of hardcore fans to potentially disappoint, hundreds of millions of dollars, a massive diva-filled cast, four prequels, decades of lore, and your own crushing reputation as the greatest geek auteur of his time- yeah, that’s not a lot of pressure at all. Now, despite my loyal (if notably not blind) faith in the man, I was really worried that too much time, too much money, and too many toys might steer Whedon away from what makes his work stand out- the character arcs and the inventive dialogue. It happened in many of the big Buffy episodes, it happened with Dollhouse, and it most definitely happened with the Firefly followup film Serenity. Big kid-at-heart make things go boom, he’s not forced to tell small personal stories, he forgets that that’s what he’s good at. And since I’m not impressed by flying suits or fancy shields or weird alien machinery, this could be a problem. But Joss Whedon, it appears, despite his wardrobe and demeanor, has grown up and can now play with the big boys and not lose himself amidst their tom-foolery. There are plenty of flying suits, fancy shields and weird alien machinery in The Avengers, but there are also finely nuanced character voices and beautifully developed interpersonal tensions. There are scene-stealing and heart-breaking supporting characters and career-best performances from actors both already entrenched in the franchise (like two-time villain Tom Hiddleston and three-time hero Robert Downey Jr) and new to the fold (most notably Mark Ruffalo as the first successful big screen Hulk ever). There’s amusing banter and visual gags, nods to hardcore fans and help for newcomers of the “I’ve seen all the movies but don’t read comics”, “I only saw Iron Man”, and “what’s-a-‘thor’?” variety. He created a kickass SHIELD agent role for Cobie Smulders (taken from the Whedon-orbiting circle that is How I Met Your Mother) and gave Clark Gregg’s trusty Agent Coulson his moment in the sun. And all this was achieved in an endlessly entertaining, financial powerhouse, summer popcorn package, but not without some Whedon-tastic “the humans are the bad guys” subtext to bring it all home. Find me another writer-director who could do that (and, no, I don’t think JJ Abrams could). Sure, a lot of the credit for the success of The Avengers lies with the Marvel studio heads for sheer ball size, and a lot of it lies with Jon Favreau and the team of writers who established the tone of the Marvel film universe with the first Iron Man, and some to whoever’s idea it was to cast Robert Downey Jr., Tom Hiddleston and Chris Hemsworth in their roles in the first place (oh wait, that last one was also Whedon. Waddaya know?). Long story short, The Avengers should have collapsed under the sheer weight of its own undertaking but instead it topped all the great Marvel movies that set it up and flew higher than even the biggest Whedonite could have hoped.

9.  The Cabin in the Woods
I spent two thirds of this film with my mouth gaping open at the smarts and guts (both literal and figurative) of it all. It was a ballsy film that took twist after twist deeper and deeper into the pits of horror movie hell but it was also one of the smartest and funniest things I saw all year. It was the sort of film that could only have been made by film scholars (specifically horror film scholars) and fans- chocked more full of homages than any one person could count. The Cabin in the Woods took every horror film convention- from shock factor clichés to artifacts and creatures to character archetypes and the order in which they die- and played every one of them like a fiddle, crushed them up then slaughtered them (possibly by way of merman). It was the sort of film that couldn’t be advertised for what it really was for fear of detracting from its effect or simply confusing the audience because the film itself was too complicated to capture in a 3-minute teaser. The casting was first-rate with the awesome Fran Kranz and a pre-Thor Chris Hemworth leading the cast of smart and interesting kids who kick off the action by going to the titular cabin. Grey’s Anatomy’s Jesse Williams (aka the best looking person on earth) plays the “egghead” who can also catch a football, and Hemsworth (aka huge and handsome with god-like features, pun intended) plays a sensitive jock on full scholarship to study sociology. Every character has the tiny horror movie box they’re supposed to represent, and every character is way too big to fit inside. The other side of the story features the amazing likes of Bradley Whitford, Richard Jenkins, and Amy Acker. The script (co-written by Whedon and Drew Goddard) is thrilling and funny and just crazy out-of-the-box genre brilliance (and I’m saying this as the smallest horror movie fan ever) and Goddard’s direction matches it blow by clever blow. Cabin is technically a Whedon movie, but it’s really a Drew Goddard movie, and that does nothing but foretell great things for the younger filmmaker. (Listen to our podcast discussion of the film)

8.  The Intouchables
Here’s the movie most of you likely haven’t seen, but all of you should have. It’s a tiny little French dramedy (though a massive box office success in its native country) about an oddcouple friendship that develops when a rich quadriplegic hires an unlikely caretaker named Driss. It’s a really special film- sidesplittingly hilarious and possibly the most quietly touching of the year- wrapped up in a very unassuming package. It’s also based on a true story, which mitigates whatever film tropeiness is in the central conceit. Dustin Hoffman lookalike Francois Cluzet is superb as lovelorn and over-pitied Philippe, confined to acting with just his head. Writer-directors Olivier Nakache and Eric Toledano explore Philippe’s life of privilege and limitation with beautiful insight, rendering one of the most complex portraits of disability and the struggle to not be defined by it that I’ve ever seen. As great as Cluzet is, the breakout star of The Intouchables is Omar Sy who plays frank and joyful Driss with incredible humour and heart paired with a fiery temper and an underlying sense of hurt and alienation. The cultural dynamic of the film might seem a little dated to North American audiences but that doesn’t mean it isn’t truthful. One standout scene sees Driss and Philippe in a duel of favourite music. The way Cluzet opens up when he hears his favourite classical piece points to the joy that marks Driss’ attitude as something that does in fact live within Philippe and is just too often neglected. It’s a truly funny film that pulls at exactly the sort of friendship heartstrings that I love.

7.  The Hunger Games
The Hunger Games. What is there to say about this movie that I haven’t already SAID? It was my most anticipated of the year but it more than surpassed my sky-high expectations. Jennifer Lawrence made an astoundingly good- smart and strong- Katniss, Woody Harrelson was the perfect Haymitch and Amandla Stenberg was an angelic Rue. I even loved Alexander Ludwig’s ruthless all-American Cato and Isabelle Fuhrman’s terrifying Clove. And I really loved what Dayo Okeniyi did with the small role of Thresh that was one of my favourites from the book. The screenplay adaptation was clever and thoughtful, inventively skirting the narrative issue (when in doubt, use Stanley Tucci) and only cutting where it made sense. Many of the characters and themes even benefited from the translation to film, including the adaptation’s breakout character Seneca Crane (played brilliantly by Wes Bentley) who went from minuscule but important book character to a key player in the film. As much as I enjoyed the book, I would argue that The Hunger Games is a rare film that managed to improve on its beloved source material.

6. The Impossible
You know that feeling you get after a really special movie where you’re speechless and a little shaky and it honestly doesn’t matter that you forgot your ipod and have to walk home in the rain without your “of the moment” playlist because you need that time in order to arrange your feelings about the film you just saw into a process-able order? You have to get the mesmerizing score out of your head. You need to wipe the mascara stains from your face because the crying, smear-y mess that you were while sitting alone in the back corner of the movie theatre can’t be seen in public. You have to dispose of the giant bag of popcorn you regret buying because you were too caught up in the movie to remember to eat it.  Tell me you can relate, because if you can’t then I just sound crazy at this point. Whatever, call me crazy if you want, The Impossible was one of those movies for me- an experience so emotionally exhausting that I was left near catatonic. I don’t remember ever crying so thoroughly because of a movie. Actually, weirdly, I remember being thoroughly devastated by G-Baby’s death in Hardball; but don’t hold that against me, I was 12. Other than that, I usually do a somewhat graceful ‘welling up + a few rolling tears’ thing at a particular cinematic moment (like the climactic release in my #5 movie of the year Argo, when Harry toasts “to George Bailey, the richest man in town” at the end of It’s a Wonderful Life, or when Gordon Bombay gives his “and there you were- Charlie and the Ducks” speech to Josh Jackson in D3). But The Impossible, man, it slaughtered me. If I hadn’t been curled up in the back corner of an enormous and mostly empty cinema, unable to be seen or heard by another living soul, I would have been incredibly embarrassed by the sort of whimper hand-wave thing I was doing to try and deal with the Giant Tsunami of Emotion that was happening. It was gross. I’m such a girl. But at least it slaughtered me for all the right reasons. The story- based on the real one of a Spanish family caught in the deadly 2004 tsunami that claimed hundreds of thousands of lives- is simple, heartfelt and endlessly compelling. When the wave hit, the family was together pool side. In the immediate aftermath, we watch as the family members (in real life they’re the Belóns, on film they’re the Bennetts) slowly find each other (spoiler alert- you’ll likely see the real Belón family at the Oscars this year; this is one of those movies where you know the happy ending before you go in). First is the tense struggle against the water’s powerful drawback as mother Maria (Naomi Watts) and eldest son Lucas (Tom Holland) fight to reach each other through the waves of water and debris. The film then follows the pair as they save each other (and a young boy named Daniel along the way) and eventually make their way to a hospital where Maria is treated for her life-threatening, wildly graphic injuries (the graphic realism of most of the injuries in the film is jarring, in the most effective way possible). The film also spends some time with Bennett patriarch Henry (Ewan McGregor) as he searches for Maria and Lucas. After the wave hit, Henry soon found his two youngest sons clinging to nearby palm trees.And despite how soulfully McGregor plays his desperate search (he’s particularly stunning in a scene in which Simon Blyberg’s beautifully nuanced Ferdinand goes out of his way to show Henry some human kindness), it’s actually the two young sons who make up my favourite element of the subplot. All three actors playing Bennett boys are fantastic (adorable, sweet, and strong actors across the board) so when young Samuel Joslin, playing middle son Thomas, protests “I’ve never looked after someone before” it’s absolutely heartbreaking. You can feel his terror as his father tells him that he’s responsible for 5-year-old Simon while he goes off looking for their mom and brother. Thomas is only 7 and a half and there’s a good portion of the film in which he’s all his little brother has in the world. Simon and Thomas’ reunion with Lucas is also, for me, the emotional highpoint of the film. The moment when all three boys find their father is up there too, but the way Joslin runs at Tom Holland as if he’s water in the desert is just so insanely beautiful. As for Holland, I’m going to echo what every other reviewer in the world has already said and say he’s a revelation as 10-year-old Lucas (even if he is a bit old for the part). He’s emotionally riveting, holds the camera perfectly, and plays the understated character with the ease of the greatest professional actor (instead of simply stumbling upon a well-cast natural performance like so many young actors). Sharing the screen with Oscar nominee Watts in a much showier role, Holland is still the standout by far, playing Lucas’ desperation to hold back tears instead of just the tears themselves (though he summons some of those too). He’s strong and smart, compassionate and not afraid to stand up to his mother, putting the characters on a fascinating field as peers in their fight for survival (in a bit of practical metaphor, there are points when he literally holds her up with sheer determination, a particularly brilliant scene, and carries Daniel on his back). This is Lucas’ film and Holland more than earns the character his status as the most compelling hero on screen this year (and yes that includes the ones who fly and wield giant hammers). In the not-as-large-as-you’d-think role of Maria, spending most of her time screaming in pain or silent in a hospital bed, Watts is reaping the benefit of a shockingly weak Best Actress field at the Oscars. She’s decent amidst all the screaming but there’s not as much to her performance as there is to Holland’s or even McGregor’s. Her best scenes are her quiet ones alongside Holland (or tiny Johan Sundberg who plays a tender moment with Watts as the wordless Daniel) and how much her young costar clearly loves her offscreen points to Watts being largely responsible for Holland being so great in the film. They’re wonderful together; all signs point to them being better together than they would have been apart (“you took my hand and never let go”), and that dynamic is indelible within The Impossible. The direction of the film is strong in every way- particularly in its ability to be overlooked- and the effects are terrifyingly real (and this is coming from someone who didn’t buy the highly lauded Life of Pi tiger for a second). There’s also beautiful score and mesmerizing sound editing, detailed set dressing and brilliant makeup work for the wounds that abound. In a lot of ways The Impossible is a brutal film (I’d call the first act, at least, literally terrifying), but the reason it devastated me so completely- inspiring both the ugly cry and the disoriented silence- is that it’s not about devastation but about how you can pull yourself up out of the midst of it, even if you have to lean hard on the people beside you. And nothing breaks me down better than remarkably un-cheesy explorations of the strength of the human spirit.
(Also, Tom Holland: erstwhile Billy Elliot, inevitable teen heartthrob, future top-tier movie star. Just you wait.)