One of the reasons I don't write about film as much as I'd like is because I've always come to it from a exceedingly expressive stance and to be a great film critic, it requires filling your space with plot setup, which has never been something I've enjoyed. The purpose of my writing is to hopefully peak curiosity in seeking the film out and watching it with a closer eye than you normally would have. This is why what lies below are not capsule reviews, but gut reactions to how I experienced the films. This list (and the follow-up one on Monday) exemplifies 2013's greatness. A list's greatness is not defined by how strong the runners up are. In all, I will rundown more than fifty films worthy of your precious time not because they helped you turn off the outside world for a few hours, but because they made you a better person when the lights came on and the credits rolled.

Number One: Her
The poster has a picture of Joaquin Phoenix with a moustache. It could be a wanted poster if displayed in a government office, but beneath the obvious peripheral finishes, we see a pair of eyes gone astray. Her is a film that could have been perceived as eerie, but Phoenix and writer/director Spike Jonze gave the film heart. Phoenix plays a man in the midst of a divorce who buys an interactive operating system (voiced giftedly by Scarlett Johansson). I could write out further plot points, but none of them on paper has the luminous radiance as they do on screen. So why did I place Her at the top of the heap? Spike Jonze appears to understand the need for affection and connection. This is a rare film with not just heart but is full of ideas you will wrestle with long after the movie has ended. Is technology hampering or helping our ability to interact with the real world? Does it make the pain of a broken relationship dissipate or simply put it away for the short term? Her doesn't judge its characters so much as take the audience into their world where we yearn for their pleasure and relate all too closely to their ache.

Number Two: Gravity
Alfonso Cuar�n has made the most technically ambitious film of the year and the only one that I would say is vital to be seen in the 3D format. Sandra Bullock and George Clooney are two astronauts separated from their space aircraft and have to work towards finding alternatives for survival. The intensity of the early scenes rival the best thrillers ever made while the rich dialogue provides the emotional centerpiece for the audience to latch onto. Philosophical questions are abound as we see the film become more than a rescue effort of the body, but of the mind as well.

Number Three: The Wolf of Wall Street
No other film divided people like Martin Scorsese's tale of penny stockbroker Jordan Belfort. Why does it get such high marks from me? I have always viewed Martin Scorsese as the great American narrator. With rare exceptions (The Last Temptation of Christ and Kundun) Scorsese has captured the mindset of America better than anyone has. However, instead of finding heroes to interlace his films with, his leads are deeply flawed characters, exemplified with bravura performances by Leonardo DiCaprio and Jonah Hill. The drug induced, hard partying behavior is a punctuated element of the film, but at its core are characters trying to make the most of their lives with the tools given to them. Is borrowing and stealing is their expertise, why bury it? Scorsese has weaved a tale of American greed that I don't believe shines a positive light on these people but serves as a warning tale that even when they had more money than they knew what to do with, it still didn't satiate them. Is Scorsese showing that American dreams have evolved from having a family, a house and a white picket fence into a world of depraved men never loved? Jordan Belfort may be an egregious human but it does not diminish the skill Scorsese and DiCaprio brought to his story onscreen. This is another masterpiece from our greatest living director.

Number Four: Before Midnight
When Richard Linklater cast Ethan Hawke and Julie Delpy in Before Sunrise twenty years ago, I saw it as a eye-opening romance where over the course of one night we savor the euphoric state of lust that may possibly turn into love. A decade later in Before Sunset we learned what happened to them and now with Before Midnight we see two people still intensely in love but with complications that may consumer and extinguish it. What makes this the most rewarding (and most hardening) chapter yet is because the brutal truths they have to discuss on screen. This is not simply falling in love and running by the seat of your pants. Before Midnight gives us a glimpse of a relationship in turmoil that may dissipate before our eyes. People always like to identify certain couples as being happy when in reality, we have no idea what truly happens behind closed doors. In Before Midnight those doors are no longer closed and we are better for it.

Number Five: Dallas Buyers Club
Matthew McConaughey has had a career trajectory that I could not have foreseen. His work over the last few years defines risk taking in Hollywood; Bernie, Killer Joe, Magic Mike, Mud and now True Detective on HBO has shown him to be more than a pretty face but a force to be reckoned with. Here he plays a straight man infected with HIV (Ron Woodruff) who finds alternative measures for staying alive since the US government has not approved the necessary drugs needed. The story arc shows his struggle to overcome personal prejudices in the face of his disease through the friendship he develops with transgender Rayon (played with reserved distinction by Jared Leto). Much has been made of the weight loss McConaughey and Leto underwent for their roles and how this is why they are up for Oscars. I don't see it that way because this film horrified me to see how many road blocks our own government went to before their believed HIV and AIDS to be a crisis that affected more than the gay community. The weight loss has a lasting effect on our senses, but the intimate moments of self-doubt and sacrifice are what won me over. There is a scene towards the end where Rayon goes to visit her estranged father and Leto plays it straight in a suit that leaves you devastated at the end. Dallas Buyers Club reminds us that travesties occur right before our eyes every day and it is our choice to speak up and make a difference.

Number Six: Frozen
Pixar was such a driving force that when the Walt Disney finally agreed to buy it less than a decade back, that John Lasseter had the power to want to oversee Disney animation as well. No one put much stock in what they were doing at that moment, but since 2010 we've seen that with Tangled and Wreck It Ralph their work in these three instances have been better than the latest Pixar offerings. What differentiates Frozen from their other films is a story, for the first time, to be written by a woman and songs that live up to the Disney legacy. The songs composed for Frozen are the best in any Disney film since The Lion King two decades back and if you don't believe me, ask any five year old to sing "Let It Go". When the film makes its home video debut, I am sure I will see it more than any other film on this list thanks to my young daughter and I bet I never tire of it.

Number Seven: The Secret Life of Walter Mitty
Ben Stiller is underrated in everything he does. Few fully grasp that he began as a director (and television star) with Reality Bites and The Cable Guy. He took a film that had been in development hell and managed to make it a personal film while breathing life into the daydream sequences with the rapture of a first time filmmaker. I loved every second of this film because it tells a story of how one man is capable of great things, even when everyone around him walks over him. Walter Mitty was a teen with big dreams whose father died when he was young. As a result, he has lived a life of responsibility to the nth degree. With his eye always on the task at hand- he's forgotten how to live, except when he brings pictures to life for ironically, Life magazine. A missing picture sends him on a journey of awakening that was amongst my favorite film going experiences of the year. If you take anything away from the film, remember that life will take things from you without asking, it is your job to find a way to take it back.

Number Eight: Blue Jasmine
No filmmaker writes better roles for women than Woody Allen. In Blue Jasmine< Cate Blanchett is more than a schizophrenic but a woman who is trying to piece back her life after her husband is in jail. She moves to San Francisco to be with her sister, played with resilient toughness by Sally Hawkins who is every bit as memorable as Blanchett.

Number Nine: 12 Years A Slave
I am not sure if I can ever watch this film again, but every second is burned into my brain. Director Steve McQueen does not sugar coat how a free man had his identity stolen and was sold into slavery. It is a harrowing film with little redemption, but also serves to remind us of the horrors and sins that occurred in the not-too-distant past. This is a one of the hardest films you will ever watch, but one you must see.

Number Ten: A Band Called Death
Three brothers from Detroit, Michigan formed a punk band in the early 1970s and even had interest from Clive Davis, as long as they changed the name of the band, which their leader refused. More than thirty-years later, a forgotten 45-record begins to make rounds on the internet. The story that follows is on par with Anvil: The Story of Anvil and Searching for Sugar Man. This is more than a great music documentary; it is one of the most inspiring tales as well.

Number Eleven: American Hustle
Christian Bale owns this film as a schemer who does not merely get by, but makes art out of his street skills. Jennifer Lawrence continues to amaze while Amy Adams flexes her ability to transform those around her.

Number Twelve: Captain Phillips
Tom Hanks was worthy of an Oscar for his performance of a captain on a boat hijacked by pirates. Director Paul Greengrass can tell a story and construct anxiety like few others as evidence by the two Bourne films he made with Matt Damon. Tom Hanks is especially notable here because of the range of emotions his character goes through. Without revealing too much, you will see at the end the internal wreckage he carried with him throughout.

Number Thirteen: The Place Beyond the Pines
When I saw the trailer for this last winter, I was impressed to see Ryan Gosling and Bradley Cooper in the same film. What looked like a bank-robbing thriller was something else entirely. It's a perfectly crafted trailer because it makes you want to see the film, but let me tell you, the story unfolds in delicate fashion into a absorbing three act play few could have foreseen.

Number Fourteen: The World's End
Simon Pegg and director Edgar Wright have a wicked chemistry together best exemplified by their UK television series Spaced and two feature length films, Shaun of the Dead and Hot Fuzz. While the two aforementioned played with the zombie and buddy-cop formulas with a winking glee, they tackle bar hopping, friendship and spaced invaders this time around. Besides the hilarious hijinks and top-tier action sequences, each of the actors performs their roles with gusto. Your eyes will never leave the screen during this film and you will have to wipe the smile from it afterwards. This

Number Fifteen: The Spectacular Now
One of the reasons I wait until the Oscars to publish this film list is I attempt to see as many films as I can before I sign-off on the previous year and this film warrants my decision to wait. Miles Teller plays a teenager with a drinking problem who begins a relationship with the radiant Shailene Woodley. This is not a straightforward teen romance by any stretch of the imagination. Both leads show us that teenagers have more to them than shallowness as they struggle with the thought of being loved and accepted in different ways. What I loved most about this film was how the teens took their lives and this material seriously. It shows how one person can make a life-altering difference in your trajectory. If there is one film on this list that will surprise you above all others, it is this one.

Number Sixteen: Mud
As previously mentioned, Matthew McConaughey is having a stellar couple of years in the acting ring. If he had not been nominated for Dallas Buyers Club then I hope this performance would have been recognized as a man (Mud) on the run from the law who befriends a young boy. The plot points that follow are intriguing as we see a full-blown friendship evolve between these two individuals. Sam Shepherd is equally astonishing in a supporting role as the father of McConaughey's character. The storytelling is unyielding and never betrays the characters. If you are looking for a film to surprise your friends with, while pleasing them at the same time, then this is it.

Number Seventeen: The Way, Way Back
Every year I find a sure-fire audience pleaser that somehow inexplicably missed a mass audience and in 2013, it was The Way, Way Back. On paper, it is a simple coming of age story but what makes this one different is how sure the writer and director are of their place and time and their motivation of their characters. Sam Rockwell is a rock as he is the guiding light in Liam James' life during this pivotal summer. Steve Carell is surprisingly effective as a bad guy while AnnaSophia Robb (best known from The Carrie Diaries shows great grace and innocence in a role that truly shows the depth of her talent. It is a perfect film and in truth, I feel guilty having it this far down the list.

Number Eighteen: Don Jon
A few years back I implemented a rule to see every Joseph Gordon-Levitt movie in the theater, because of his fantastic taste in scripts. What makes Don Jon a standout entry in his filmography is the fact he wrote and directed it. Playing a smooth talking east coast kid who is continually on the prowl for a hook-up, he falls madly in love with Barbara, played with Jerseylicious delight by Scarlett Johansson. The secret he hides from her is his addiction to adult films that eventually unwinds his life in ways you may not entirely expect. Julianne Moore once again proves that she is one of our greatest actors in a role that turns out to be something so much weightier than we ever could have imagined as she provides the lead character and the audience with an unexpected light.

Number Nineteen: The Hunger Games: Catching Fire
I enjoyed the first film in the franchise, but the second one is top-tier entertainment with each lead providing greater wisdom to their characters from their first film. Phillip Seymour Hoffman is especially Machiavellian while Jennifer Lawrence continues to flex her gift for acting even in a genre film like this. The greatest compliment I can give this film is that it was over almost as soon as it started despite a 145-minute run time.

Number Twenty: Much Ado About Nothing
Joss Whedon is best known for Buffy the Vampire Slayer and The Avengers but in his downtime before the next Marvel all-star team get together, he tackled Shakespeare in a way I haven't seen done before. Setting this comedy in current times with many of the key actors who have made his television shows spring to life, he shows us a side of the Bard not seen in quite some time

Number Twenty-One: Saving Mr. Banks
I firmly believe you do not have a soul if this film does not charm you. It is simply a wondrous tale of how Mary Poppins came to life. The one Oscar snub I cannot come to terms with is Emma Thompson being overlooked for her portrayal of P.L. Travers the author and creator of the character. Walt Disney comes to life for a new generation of kids via Tom Hanks in another pitch-perfect performance, but the crux of the film is the way they slowly penetrate Travers' fragile emotional state as she comes to terms with the role her father played in her life in stunning flashbacks by Colin Farrell.

Number Twenty-Two: Thor: The Dark World
I enjoyed the first one, but this was an improvement and surpassed many of the big summer blockbusters. I wouldn't put this too far behind the first Iron Man film from a few years back as the story, the pacing and performances overall are much more satisfying this time around, especially Loki.

Number Twenty-Three: Philomena
Steve Coogan has always been a wry performer, but I was stunned to learn he co-wrote this screenplay about a journalist who helps a mother uncover the circumstances of a child taken from her when she was a young woman. The word of mouth on this film has propelled it to a box office success, and with the help of Judi Dench, it is another true tale of travesties done to those who are less fortunate. Coogan and Dench play off one another like two boxers in a rung aiming for fifteen rounds.

Number Twenty-Four: From Up On Poppy Hill
Hayao Miyazaki announced his retirement this past year (and I am sure The Wind Rises will be on my list next year) but his son Gorō Miyazaki has proven to be a master storyteller as well. From Up On Poppy Hill doesn't short change the audience as it touches on mature storytelling mot US studios wouldn't dare touch upon. What I adore about the film is the intelligence and consideration of the youth. Further, the role of Umi Matsuzaki is a positive one for young women as she earns her popularity from her smarts and not her physical attributes.

Number Twenty-Five: Spring Breakers
There's a lot about this film to make one uncomfortable from spring break parties to how they dress the young women, but there's a wild card here; James Franco. You have never seen James Franco like this before, you simply cannot take your eyes off him once he appears onscreen. He is slick, sly and downright slimy. In truth, his character disgusts me, but it makes for a great story that took more side turns than a winding road with even a sing-a-long moment featuring Britney Spears' "Everywhere". Do not judge this film by its poster, title or even Franco. Go into it with an open mind and I promise you, it will surprise you.

On Monday March 3rd we will publish part two of this Oscar special- the next best twenty-five films of 2013.