#45 "Peter Pan" (1953)

"Peter Pan," particularly in its new restoration on Blu-Ray, is a visual treat. From its beginning in a well-to-do Edwardian household to Pan's flight over London with Wendy and the boys to the many different looks of Never Never Land, the hand-drawn backdrops are gorgeous. The character animation is silky smooth and appropriately graceful - Tinkerbell in particular is just a wonderful visual creation whether seen in long-shot or close-up.

However, watching it this time, it all felt narratively and emotionally flat. I say that as someone who loves and has always loved animation of all kinds and whose favorite movies include 'children's films' by Pixar, Ghibli and, yes, Disney. I never once felt like Peter or the gang were in any kind of real danger - Captain Hook's a cowardly buffoon, the crocodile is not so much his nemesis and the Tom to his Jerry and the relationship between Peter and Wendy never seems to go beyond surface-level affection.

Other than that, some of the songs (especially the pirate song) are great, some not so much (the 'red man' song the Indians sing feels particularly cringeworthy now). I love the moment where Wendy sews Peter's shadow back on him in the family nursery and Tinkerbell's jealousy of Wendy provides the film's best comedy (even if it's hard to really feel what she's jealous of, when the connection between Wendy and Peter feels so dull).

I like that the film gets in and out in a sleek 75 minutes and keeps pace from start to finish, but with a couple of moments and images aside, I found it easy to forget almost as quickly.

#44 "Nebraska" (2013)

Alexander Payne is that rare filmmaker who knows the Mid West and cares about the region enough to treat it as a truly worthy subject of creative exploration, rather than caricature, dismissal or sentimentalization. His work may be painfully honest and awkwardly funny, but it is never patronizing or schmaltzy.

"Nebraska" is certainly not a feel-good, rose-tinted salute to the Heartland. Nor is it a piece of self-serious miserabilism, even as it shows in authentic detail the lives of people who really are going nowhere, hanging on to past glory or an imagined future as their way of coping with the daily grind of a flat existence in a very flat land.

"Nebraska" is shot in black-and-white cinemascope - one of my favorite shooting styles for many of my favorite movies and a very clear statement of intent in 2013. But the intention here is not to evoke nostalgia for the days when black-and-white was Hollywood's bread and butter, nor is it used to create a kind of stylized beauty. Nope, this is just a grey world - one whose prairie inhabitants have no real color in their lives.

Woody Grant (played to perfection by Bruce Dern), the kind of grumpy old man who makes other grumpy old men look like loveable codgers, copes with the grey in his life in two ways. The first is the age-old remedy for depression - heavy drinking, but it's Woody's second strategy for finding purpose and meaning in his life that drives the film.

Woody has been sent a Publisher's Clearing House-style letter informing him that he has won a million dollars (terms and conditions may apply etc. etc.). Woody intends to collect his million, even though he has no real idea what he'd do with it beyond buying a new truck. And so, to his family's aggravation, Woody has started walking along the highway to claim his prize in person at the magazine vendors headquarters in Nebraska. In fact, Woody has been picked up on the side of the highway so many times that his younger son David (a wonderfully hang-dog Will Forte) decides that the best way to get his Dad to stop his regular elopements by taking him to Nebraska himself. Maybe then Woody will let go of his determination to collect the money he hasn't won - and after all, it's only a two day drive from their home in Billings, Montana...

While this could be the set-up to a great 10-minute short film, an obligatory stop with family in their old hometown along the way brings us deeper into Woody's past life, dragging up old friendships, enmities and untold secrets along the way. The running joke through all of this is that Woody's estranged family, old business partner and in fact all of his hometown really believe that Woody has hit the big-time, creating a bubble of envy, resentment and admiration David tries hard to deflate, but that his father basks in. Soon a whole number of old acquaintances start remembering that Woody owes them a whole lot of money and just want him to do the right thing by paying it back to them immediately.

All of which leads up to what I think may be the funniest shot in any movie in 2013: David's no-account cousin and his friend, big fat dudes with a serious lack of both ethics and smarts, waiting outside of Woody's old local bar, wearing balaclavas and pressed tight against the wall as if they are master ninjas who just happen to have beer bellies larger than a third trimester pregnancy.

"Nebraska" is a movie that does not smooth any of the rough edges of its characters, particularly Woody, who is bitter, selfish and often quite out of it. And yet, it's often a very funny film and even poignant in its own way. What I liked most about this film is actually its ending, often the hardest part to stick in a comedic drama (I'm trying not to say 'dramedy' - dear Lord, I am trying...). Payne wraps up "Nebraska" in a way that is surprisingly sweet, satisfying and absolutely true to his world and its characters.

There's no deus ex machina, no 180º character reversals and no easy resolutions to the problems of old age, regret and decades of familial dysfunction, but there is the possibility of real kindness and respect for another's humanity. And that can be more satisfying and genuinely touching than any studio-approved ending.

#43 "12 Years a Slave" (2013)

2013 was a hell of a year for film, with a number of movies (like "Her," "Gravity" and "Frozen") that I believe audiences will be watching decades from now. It was the first year where I felt compelled to see all the Academy of Motion Picture Arts and Sciences' nominees for Best Picture - none of them were a dud nor were any the kind of 'worthy' but stodgy prestige pictures that the Academy too often settles on. "12 Years a Slave" went on to win that highest honor, and in a year in which it was first-among-equals, it thoroughly deserved it (as well as its awards for Best Adapted Screenplay and Best Supporting Actress).

This is the first film I've seen by British Director Steve McQueen (who first rocketed to critical attention with "Hunger," his tale of the last days of an Irish Republican Army hunger-striker in the 1980's) and it makes me eager to see his two previous features and excited to see what he will do next. McQueen could so easily have taken the true story of Solomon Northrup, a free black man and professional violinist kidnapped into slavery in the deep South in 1841, and given it the full Oscar-bait polish and production value with score by John Williams and reassuring voice-over by its protagonist, reminding us constantly that no matter how bad things get, he will make it out in the end.

That McQueen refuses to make his story any more palatable for his audience and consistently avoids any of the props a lesser Director (even a very good one like Steven Spielberg) would use is part of what makes this such a great movie. What makes "12 Years" such a grippingly intense experience is that it feels like an authentic portrayal of slavery in all of its injustice, sadistic hypocrisy and institutionalized cruelty. McQueen and writer John Ridley consistently respect our intelligence knowing that they we don't need any sentimental adornment or stirring speeches to experience the true and all-too-human evil of slavery - we simply need to witness it.

DP Sean Bobbitt does a great job of portraying the beauty and horror of the enslaved South, with lyrical moments that remind us of Northrup's humanity and that of those around him, while using a matter-of-fact, almost documentary style, to capture the moments of violence and degradation, making them all the more shocking. It's horrifying seeing two young black men being lynched by a small group of white men, but it's even more shocking to see Northrup simply walking by, trying to conceal his terror and outrage, knowing that for the sake of his survival he has no other choice.

Hans Zimmer's score is also effectively restrained stylistically. The only moments I really noticed the film's score was during a couple of heightened moments of horrific tension and again, beautifully, in the film's occasional moments of grace, where Northrup is reminded of his humanity and when he is finally liberated.

Most important of all, though, is that McQueen's cast are uniformly excellent. Chiwetel Ejiofor is perfect as Solomon Northrup. Northrup is a kind and educated man shocked by the horror and injustice he witnesses and experiences, but utterly determined to survive and re-gain his life, even when the cost of that is suppressing that same kindness, education and his innate human empathy and decency.

Michael Fassbender is once again mind-blowingly skilled and versatile as Epps, a sadistic, alcoholic and paranoid slave-owner. Epps is absolutely terrifying because he is so believably human - he feels no moral qualms about whipping the skin off the back of Patsy, his 'favorite' slave, but later playfully carries his child by her on his back as he wanders about the plantation. Lupita N'yongo is heartbreaking as Patsy, who wants just as much as Northrup to survive, but is broken by rape, violence and the enduring cruelty of Epps' wife who resents Patsy as if her slave were choosing to be the object of Epps' vicious and exploitative 'attentions' towards her.

"12 Years a Slave" is not an easy film to watch, but it is one that I look forward coming back to because it is so well crafted, so rich creatively and such an excellent telling of a story that too many Americans would be only to happy to never hear in the first place - but need to.

#42 "The Forgotten Kingdom"

"The Forgotten Kingdom" is the story of Atang, a young urban resident of Johannesburg, who must travel back to his homeland of Lesotho, a tiny land-locked kingdom completely surrounded by the Republic of South Africa, to honor his father's final request to be buried. Atang has not spoken to his father for four years before his death and is not happy to revisit his family past or to leave the excitement of Jo-burg for provincial Lesotho. However, he quickly meets lovely young school teacher Dineo who recognizes him from their childhood days and begins to develop feelings for her. Fate strands Atang in Lesotho after a violent mugging and when he finds that Dineo's father has moved her and her HIV-positive sister to the deeper countryside, he teams up with a local orphan and heads out on a quest through the mountains and plains of Lesotho to reconnect with her.

This is a truly beautiful film, filled with breath-taking vistas and the rich texture of a land that is both familiar and unfamiliar to our protagonist. It's also a film with a real generosity of spirit - Atang and Dineo's relationship is charming and engaging, whether they are playfully flirting or emotionally confronting each other. The real highlight of "The Forgotten Kingdom," though, is the interplay between Atang and the unnamed orphan, played with mixture of mischievousness, vulnerability and wisdom beyond his years by Lebohang Ntsane. Director Andrew Mudge does a great job of telling his story in a culture that is vastly different from anywhere in the Western world, but in a way that is always relatable and compelling.

#41 "Infernal Affairs" (2002)

"Infernal Affairs" is best known in the West as the film that Martin Scorsese remade as "The Departed" in 2006. As I've often said, I think that one of the best ways of understanding more about the ways films work (and don't work) is by studying an original and a remake comparatively. I may have loved "Psycho" since I first saw it as a teen, but watching Gus Van Sant's shot-by-shot remake helped me appreciate even more and in much clearer detail quite how Hitchcock's original worked - largely by doing everything (and I mean everything) the same but worse.

The relationship between "Infernal Affairs" and "The Departed" is of course very different, as the original is a taut, effective Hong Kong thriller and the re-make is a creation of one of the greatest directors of all time, culturally transposed with great skill by writer William Monahan into the down-and-dirty world of the Irish-American underworld and Whitey Bulger's Boston.

"The Departed" follows the same narrative arc as the original quite closely, though with much more in the way of subplot and more time spent on the texture of both characters and setting. In both films, two young men begin on diametrically opposite life paths (one a member of a powerful gang, the other a gifted police cadet) and at a critical moment early in their lives switch over. The upcoming gang member joins the academy and becomes a mole inside the police department for the gang boss. Meanwhile, the police cadet is put under deep cover (a cover that includes him being very publicly expelled from said academy) and is planted inside the very gang his counterpart originates from.

To complicate matters further, after 10 years of following the same tracks, the gang and the police clash in a life-or-death struggle for power. Not only that, both gang and police become almost simultaneously aware that they have an informant from the other side undermining them. And as fate and script would have it, in both cases it's that very informant on each side who is most trusted by their leader and tasked with hunting down the mole within - i.e. themselves. It's a hell of a conceit, but in both films, it's one that is efficiently and entertainingly set up and we are quickly sucked past any disbelief we might have and drawn into the endless narrative possibilities and dramatic tensions that the scenario creates as the game is played out.

And yet, the differences between the two films - their philosophical and cultural takes on the same narrative - is made immediately clear in the opening minutes of each movie and emphasized again in their closing frames.

"The Departed" starts with the voice of Jack Nicholson's master criminal describing his philosophy of crime and power, laced with bigotry and contempt, over a montage of Jack at work being his evil self. The film ends (no spoiler here) with a shot of a rat scurrying past a window. By contrast, "Infernal Affairs" (whose Chinese title literally translates as "The Unceasing Path") begins and ends with imagery of traditional Buddhist sculptures and quotes from the sutras about the worst of the eight Hells being 'Continuous Hell.'

"The Departed" positions itself as grim and grimy but darkly comedic, complete with a visually punning punchline that could not be more on-the-nose. "Infernal Affairs," though definitely hinting at the bitter comedy of its set-up is much more concerned with the tragedy of each character, stuck in the continuous hell of living a life-sized lie that they cannot truly extricate themselves from.

"Infernal Affairs" is strengthened by all-round great performances for all the major players, very much including Eric Tsang as the shrewd and brazen gang boss and Anthony Wong as the police handler, absolutely dedicated to the mission but with real human sympathy for his undercover agent. Andy Lau is great as the corrupt Inspector Lau, a man who is used to enjoying respect and confidence from his colleagues and his fiancee, but who is constantly aware that his world may melt down at any time. Best of all is Tony Leung as undercover agent Chen, who combines a sense of bone-deep world-weariness living in a job that gives him neither prestige nor security with a sense of real human warmth and a deeply ironic appreciation of the absurdity of his situation.

"The Departed" is a ballsy, well-crafted movie with images that are hard to forget but in the end I much preferred "Infernal Affairs." Where Scorsese's remake twists and turns itself over and over to the point of absurdist existentialism, the original never loses focus on its narrative and tells a much more authentically human story with admirable economy. This difference isn't just subjective - at two-and-a-half hours, "The Departed" goes on for an exhausting 50 minutes longer than the lean 100 minutes of the original. I think that that sense of exhaustion and the absurd futility of it all is quite deliberate on Scorsese and Monahan's part, but I felt much more invested and excited by the efficient pace of the original.

#40 "High Noon" (1952)

Growing up in England, I never understood how anyone could possibly care about Westerns (anymore than I could imagine who the hell would actually listen to Country music...). They all seemed like the same story over and over and over and not even a story I could in any way relate to. It was like watching "Scooby Doo," minus the talking dog and with gun shots and big hats instead of ghosts and "pesky meddling kids." I avoided Westerns on TV the same way I instinctively changed the channel when faced by a rugby game or gardening program or party political broadcast for the Tories.

That would all change in my first year in college in the States, when I was actually watching Westerns with some context from my professors, seeing them on the big screen instead of packed tightly into our 14" telly. I saw "The Searchers" and "The Wild Bunch" and "Josie Wales" and started to really get it - or at least start to care about the best told stories, particularly the ones that took the accepted formula and mythology and did something different with it, something subversive or personal or beautiful.

But there was one exception right from the beginning, long before I re-patriated myself to the US for college. "High Noon" always made sense to me on a gut level even if I couldn't care less about the mythology of the West or John Wayne or Hop-along-whatsisname. And it still speaks to me in the same way. "High Noon" is just damn good visual storytelling - disciplined and efficient, almost existentialist in its depiction of a man alone in the face of his mortality and yet always utterly human and relatable.

So much of that has to do with its central character and the man playing him. Will Kane isn't an archetype or a superheroic gunslinger - he's never anything other than a man who doesn't just want to do the right thing, but is physically incapable of doing otherwise because his conscience and values won't let him do anything else. Gary Cooper has the right physical presence - upright, dignified and solid - without any of the grandiosity, posturing or smugness typical of a Western hero. Kane has no interest in glory or martyrdom - he has no more interest in dying at the hands of the Miller gang than any of the townsfolk who leave him hanging and he feels real fear of death and suffering. What makes him a hero isn't his fearlessness - it's his dogged persistence in the face of that fear, all the while knowing exactly what he's getting himself into as the situation becomes more and more desperate.

There's a great character moment where Kane comes in to ask the help of the local carpenter / store owner, whose laborer is out back busily and noisily working on constructing the new coffins the store owner knows will be needed in the afternoon. Embarrassed, the store owner tells his worker off-screen to hold the work and continues his conversation with Kane pretending that nothing's wrong. Cooper's deadpan is perfect as he wraps up his business with the store owner then turns and tells him with a look that shows just slightest trace of irony that he can tell his man to get back to work.

Kane knows exactly what the shopkeeper's man is working on, and in that subtly knowing look lets the shopkeeper know that he knows the score and isn't going to pretend that he doesn't. Marshal Will Kane may be about to die within the hour, but he's not about to start bullshitting himself or anyone else or go along with the comfortable lies and pretenses the 'good folk' of the town use to avoid doing a damn thing when the danger is real.