The possibilities for my list of the best films in 2012 were so numerous that I had to include at least a few honorable mentions, movies that almost cracked the top 10. In no particular order:

"Les Miserables"

The good parts of the film version of this stage phenomenon -- Anne Hathaway as Fantine, the epic scope of Tom Hooper's movie -- were so good that they almost made up for the notable flaws. Almost but not quite.

"Marvel's The Avengers"

Sometimes, films crafted for the sheer of entertainment don't get the respect they deserve. Writer-director Joss Whedon's take on the world's greatest heroes was smart, funny, well-acted and thrilling in the battle scenes. And after numerous tries, they finally got the Hulk right -- a major achievement in itself.

"Looper"

Something tells me that Rian Johnson's mind-bending thriller about a hit man whose new assignment is to kill his older self is going to be well-remembered years from now when other, much bigger films from 2012 are forgotten. It was brainy, clever and featured swell performances by Joseph Gordon-Levitt and Bruce Willis.

"The Sessions"

Ben Lewin's film about disabled Bay Area journalist and poet Mark O'Brien had just enough problems not to make the top 10 but it was a lovely, sensitive take on sex as intimacy and emotional connection. John Hawkes as O'Brien and Helen Hunt as sex surrogate Cheryl Cohen Greene who helps him lose his virginity turned in wonderfully nuanced acting jobs.

"How to Survive a Plague"

One of a number of very strong documentaries that were released this year, David France's film about the AIDS Coalition to Unleash Power -- Act Up -- and its battle against AIDS was a stirring story of how some dedicated, angry activists helped to turn a deadly disease into a manageable condition in face of government and corporate indifference.