Third place:

Wes Anderson, Moonrise Kingdom [107 points / 17 votes]
Second place:

Paul Thomas Anderson, The Master [131 points / 21 votes]
And your winner...
Leos Carax, Holy Motors [142 points / 23 votes]
"The two best-directed, most thrillingly cinematic movies I saw in 2012 were Leos Carax's Holy Motors and Michael Haneke's Amour — both films in which most of the "action" takes the form of conversations held in compartments — apartments, car interiors, empty buildings. Mostly, they just show people sitting around talking, singing, living, dying. But there's not much in the way of superheroes, chases, fights (gun- or fist-), explosions and all that. Yet, moment-by-moment, I found them to be dynamic, electrifying experiences. Their cumulative power comes from their organic seamlessness. In a climate where so many films feel like they've been pieced together by committees from unrelated fragments (because they have been), these movies are striking because of the wholeness — the relentlessness, you might even say — of their vision.
Both films are also from writer-directors, which isn't surprising because it's hard to imagine the writing and directing of them as separate processes. Holy Motors begins with a man (played by Carax himself) getting out of bed and walking into a forest, which is actually a mural on a wall. His finger is the key that unlocks an invisible door. He passes through it, appears to be in the corridors of a ship at sea, and wanders into a movie theater. From the balcony, he sees a child running down the aisle; later, a dog runs in slow-mo toward the camera, like the fever-dream phantom of death in Buñuel's Los Olvidados.
Then we see a man leaving his house in the morning, a house that looks something like a nautical vessel. His children bid him goodbye and he climbs into a white limo (see also David Cronenberg's Cosmopolis), where his driver informs him that he has nine appointments for the day. The movie is structured as a to-do list, a daily calendar. The car drives around Paris, and for each appointment the man applies make-up and puts on a costume to assume a particular role: a homeless old lady, a special effects actor, a subterranean madman (aka M. Merde), a dying old man, an assassin... Each is the star of his/her own movie; each is an actor playing a role; and each is the same person. The idea is inseparable from the execution. As in all great movies, the images, the words, the performances, the themes — they're all one.
Holy Motors is about movies — about making them and watching them and living them — and it's about acting, not just for the camera but the roles we all play every day, the faces we put on and take off for different audiences, and for ourselves. No movie surprised and delighted me more in 2012; none made me laugh harder or gave me such melancholy chills. It's a movie that captures what it feels like to be fully alive and dying at the same time — which is the state we're all in, more or less. And no film made me clap and exclaim with such joy and being alive and getting to witness something as moving and exuberant, coherent and surprising, eloquent and off-the-wall crazy as Holy Motors." - Jim Emerson
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