It’s listing time again! In today’s entertainment consumption sphere, all experiences must be pitted against each other and assigned numeric values that are ultimately arbitrary to anyone except the writer themselves. It’s just this fun thing some of us love doing even though the rules are made up and the points don’t matter.

I saw 32 films in theaters in 2019 — another new personal record, beating last year’s record-breaking — but four were Best Picture nominees officially released in 2018 and therefore disqualified from this list, because I’m an unreasonable stickler about dates. Ranking those four from Best to Least Best:

1. The Favourite
2. Vice
3. Bohemian Rhapsody
4. Green Book

Of the remaining 28 contenders that I saw in theaters, we had seven super-hero films; three animated films; nine non-superhero sequels, two of those animated; just one prequel; and four book adaptations. Obviously you’ll note the following list is far from comprehensive in covering 2019’s release slate. Once again this was a busy year during which I failed to spend gas money on every film that caught my attention.

Here’s the rundown of what I didn’t miss in theaters in 2019, for better or worst-of-the-worst. Links to past reviews and thoughts are provided for historical reference. And now, on with the bottom half of the countdown:

28. Glass. M. Night Shyamalan stages his own mini-Avengers team-up with three complex characters who ruled their own films. The team-up turns them into bumbling suckers felled all too easily by a ludicrous cabal whose leader Sarah Paulsen is the most poorly informed comics hater since Dr. Fredric Wertham. Their sessions are lopsided, their downfall is embarrassing, and the film’s last-minute parceled hope is laughably obsolete. Shyamalan was demeaning superheroes months before Martin Scorsese made it cool.

27. Dark Phoenix. Fox bids farewell to the X-Men license with the worst X-film since the one before it, by remaking the worst X-film of the previous X-series, once again refusing to accept that Claremont and Byrne’s original “Dark Phoenix Saga” drew its emotional power from 130+ issues’ worth of world-building and relationships and couldn’t be rushed. The original comics were devastating; Fox’s adaptations were shoebox dioramas. A few actors gamely nibble half-heartedly at some scenery, but the pervasive glumness — especially from Jennifer Lawrence, who’d clearly given up — was all but drowned out by the strained sounds of writer/director/producer Simon Kinberg singing “My Way” from behind the camera.

26. Men in Black International. Reuniting Chris Hemsworth and Tessa Thompson after Thor: Ragnarok should’ve been a stellar party, but this wasn’t it. With the original visual wizards and actors no longer attached (save Emma Thompson in the back office for all of seven minutes), the perfunctory sequel sabotaged with stale sarcasm and unremarkable sci-fi gadgetry had two things going for it: one (1) wild fight scene with a three-armed Rebecca Ferguson, and the comedy stylings of Kumail Nanjiani as Pawny, a pocket-sized tag-along who made green-skinned miniature aliens cool months before Baby Yoda came along and stole what precious little fandom he’d built up.

25. Midway. Roland Emmerich’s underfunded de facto sequel to Michael Bay’s Pearl Harbor is possibly the most expensive educational WWII filmstrip of all time. It’s like they adapted the Wikipedia entry for the Battle of Midway into a 1980 ABC TV-movie and then had its explosions beefed up by George Lucas circa 1996. I remain convinced the target audience was overseas teachers interested in sharing more about American history but in dire need of dramatizations with simplistic dialogue that could be rendered easily into bad dubbing in any language.

24. Joker. With DC Comics’ blessing, Batman mythology in recent years has been less about superheroics and more about stylish, sadistic horror, from the New 52 to Fox’s Gotham and beyond. Joaquin Phoenix’s performance as a simple man twisted by an uncaring society into malevolence personified, unforgettable and extremely well done for what it was, is perfectly in line with that corporate-approved trend. Director Todd Phillips stacks the deck high in his favor by populating the surroundings entirely with fragile cardboard standees. I would’ve had fewer reservations about the intent to elicit sympathy for poor Arthur Fleck if we’d had no foreknowledge of his future career as one of Gotham City’s most successful mass murderers with a body count that makes all our real-life serial killers seem mild-mannered by comparison. Maybe if this had just been called Clown Guy and had had nothing to do with Batman, it would’ve been a more listenable screed about how the System creates our worst monsters rather than another trough full of fodder carted out from the DC Comics IP farmers’ market.

23. Captain Marvel. Meanwhile over at the competition…Marvel tried for years to make Captain Marvel happen before her big-screen debut, but the editorially mandated round-robin creative approach never fully reconciled Carol Danvers as a unique hero despite the sharp minds involved. Without a more solid foundation in place, Brie Larson is gamely defiant as a military Supergirl with laser-hands, but she has to suffer cutesy ’90s nostalgia and a gaslighting challenge that tries to feel timely but holds the viewer at arm’s length until we’re finally allowed to know the real Carol instead of her temporary-amnesiac self. It’s adequately super-heroic by 2007 standards, but Larson and the original Ms. Marvel deserved a better introduction.

22. How to Train Your Dragon: The Hidden World. “I love what a difference Roger Deakins made in the cinematography!” is not a thing you’re supposed to be thinking while watching animated films. Gloriously painted panoramas and dashing flights of dragon fancy are a feast for the eyes, but they’re in support of a just-okay fantasy script, which is quite a comedown from the original Train Your Dragon, still one of my all-time favorite DreamWorks Animated films. The end of the series, in which we learn why we never see dragons around today, is all the more frustrating because the screenplay’s ultimate answer of “humanity is too evil to deserve them” is about as satisfying as “because we said so.” Frankly, it makes the dragons look weak.

21. IT Chapter 2. Midlife Crisis Crossover calls it “The Year’s Best Evil Clown Movie!” Or something. Its ending is better than either the ABC miniseries’ or the novel’s own (ugh), but the three-hour run time felt far more bloated than the 1000-page paperback did back in the day. A highly pedigreed ensemble dons their most enthusiastic horror-movie faces with utmost gravitas, but they’re trapped by Pennywise’s savage butchery and his aggravatingly eye-rolling dorkiness. Come to indulge your nostalgia for whichever old version was your fave; stay for the electrifying performances by Bill Hader and The Wire‘s James Ransone as this year’s most heartbreaking star-crossed ‘ship.

20. Toy Story 4. The series was OVER. The trilogy was COMPLETE. The finale with Bonnie was PERFECT. But no, Pixar had to yank out the stitches on that beautiful closure and march Bonnie’s toys through the motions of yet another toys-on-the-run escapade that benches half its all-stars, loses track of its own rules, manufactures one needless chase too many, and drops one of its decent, nonwhite human characters into a disturbingly harrowing police encounter — blithely pretending such a scene evokes absolutely no alarming real-world relevance — all so Sheriff Woody can ride off into the sunset AGAIN, but this time literally instead of metaphorically. We were FINE with “metaphorically”.

19. Star Wars Episode IX: The Rise of Skywalker. “Sci-Fi Amusement Park Thrill Ride Amuses, Thrills,” we all wrote in our school newspapers. After that scary mean man Rian Johnson made people cry, Uncle JJ chased him away with a flyswatter, gave everyone big hugs, and promised he’d make everything all right. As long as we promised to keep our heads and arms inside the ride and never, ever think about anything too hard or ask questions, he said he’d reward us with a big candy buffet if we behaved. We got our ride and our candy, and it was good for a while, but we couldn’t help remembering nowadays there are better, less old-fashioned candies out there and better candy stores, like the artisan chocolate shoppe over in the trendy neighborhood run by that mean man Rian Johnson, who’s not really mean all the time. He just seemed mean to us when we thought he was breaking our favorite toys.

18. Ad Astra. In a future where space travel is so commonplace that no one ever just stops and gazes at space in jaw-dropped awe anymore, Brad Pitt’s three-billion-mile commute to Neptune to reconnect with his dysfunctional deadbeat dad was a bit too ponderous and introspective, a Terrence Malick meditation minus the poetic soul. And yet, flashes of certain moments keep returning to me — that opening disaster, the conflicts with unsympathetic astronauts, the conversation with space middle-manager Ruth Negga, Donald Sutherland name-checking Purdue, the final flight through Neptune’s rings. It’s possible my markedly different experience with my own deadbeat dad may have kept this film at a distance from me. Of all the reviews I wrote in 2019, this is the one I think would benefit most from a second try. But for now it stays here, especially when I recall rolling my eyes at the gratuitous moon pirate battle.

17. Frozen II. It’s not easy learning your kingdom’s proud traditions were built upon a secret legacy of self-righteous imperialism and ancestral sins against innocent foreigners…oh, wait, maybe it is easy if you trot out some fantasy creatures to divert everyone’s attention away from such weighty matters, regale them with Broadway-ready tunes, and stupefy them with a breathless third act that discards themes in favor of breakneck obstacle courses and a resolution that metes out overdue justice to the wronged parties without their oppressors’ heirs having to suffer any long-term consequences. And as a value-added bonus in this girl-power celebration series, why not give the best musical numbers to the two male leads. Sprightly Fun to sit through; somewhat tougher to embrace in hindsight.

16. Downton Abbey. Nice film by nice people for nice people is nice. The original series had no problem murdering its beloved characters in the early seasons, but that’s all behind us now that the Granthams are no longer frequent guests in our homes. Now we miss them so much that we’re happy to see them again under any circumstances, including but not limited to the most benign political assassination attempt ever. And you can’t go wrong with a story in which the antagonists are snobbier and richer than Our Heroes, who of course give them a comeuppance so crowd-pleasingly silly, you’d think they were the ancestors of the Fawlty Towers staff.

15. Once Upon a Time in Hollywood. Right around here is the pivot point in every listicle when we’re now pitting essentially good movies against each other for subjective rankings. Quentin Tarantino’s expertly crafted tributes to bygone Hollywood eras, nostalgic and inventive at once, are among my favorite parts of his best films. The over-the-hill adventures of Rick Dalton and his happy-go-lucky stuntman Cliff Booth are the kind of movie-about-movies that guarantee a Best Picture Oscar nomination every time, and for once I wouldn’t grouse about that. My niggling differences seem at least partly generational — Tarantino’s predilection for letting the camera linger luxuriously on those rolling Hollywood hills, on Sharon Tate’s recreated beauty, or on various pairs of feet tested my patience more than a few times. And since I wasn’t around in the late ’60s to be horrified at the Manson murders as they and their cultural shockwaves happened live, the brutal ending that felt like cathartic revenge for many is wrought not upon the corrupted evildoers of our reality, but upon their alternate-Earth counterparts. Once their history diverges from ours, their list of crimes shrinks but they’re nonetheless subjected to torture-porn reprisal even though they’re not guilty of much beyond breaking-and-entering and probably illegal drug possession. It’s kind of like a Minority Report pre-crime sentencing. But I can understand why fiftysomethings and up might be cool with it.

14. Us. If Jordan Peele had simply wrapped production after the first ninety minutes and then scheduled a reshoot to capture those crucial three minutes at the end, that shorter, terrifying yet utterly hilarious thriller would’ve made my Top 10, unquestionably. Alas, he succumbed to the temptation to overexplain things, roll out more backstory in larger portions than we really needed, and raised even more questions when he should’ve been tying up loose ends. The worst part is I guessed the shocking ending ten minutes into the film because it’s been done before. Get Out didn’t let me get ahead of it like that.

13. Shazam! It’s the role Zachary Levi was born to play! The best DC Comics film of 2019 does a better job than current comics of recreating that classic CC Beck/Otto Binder magic, the heroic misadventure and the endearing innocence. Sivana’s partners-in-evil are disproportionately horrific as if there were a minimum mandatory Zack Snyder threshold to be met, and Billy Batson’s newly-adult, frequently actionable shenanigans are spared a lot of deserved consequences, but the film’s found-family core and ultimately encouraging vibe have such a puppy-dog charm that it’s hard to stay mad at it.

12. Doctor Sleep. Thirty-nine years later The Shining gets the sequel no asked for…but it’s rather engrossing anyway. Mike Flanagan negotiates the tug-of-war rivalry between Stephen King’s original novel and Stanley Kubrick’s art-film overhaul with an enviable ease, marrying the indelible imagery with the best parts of King’s own prose sequel — Rebecca Ferguson as the chilling Rose the Hat, the gritty psychic warfare, and mentalist Danny Torrance, all grown up but without outgrowing the damage done at the Overlook Hotel. Doctor Sleep is this year’s superior exploit of super-powers without costumes, never stooping to Glass‘ level of pitiable character assassination. The only reason it isn’t ranked higher is, quite simply, tough competition. Also, that scene with Jacob Tremblay was just…too, too, too much.

11. John Wick: Chapter 3 – Parabellum. Remember back in the 2000s when the internet used to mock Keanu Reeves for his seemingly narrow range, his bad accents, and his sometimes questionable project choices? Thanks to the John Wick series, that era is well behind us all. Director Chad Stahelski delivers another impeccable onslaught of nonstop old-school stuntwork (with light CG flourishes, I’m sure, but still), abetted by Halle Berry having the time of her life, a pair of phenomenal stunt dogs, and, as a charismatic opponent who’s also a huge Wick fan, Mark Dacascos enjoying a career high. I’d love to rate it more highly, but when the supply of individually distinct fighters runs out and they’re replaced with interchangeable, faceless henchmen in off-the-rack body armor, Wick³ falters and loses a little class, like putting used tires on a Ferrari.

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…next time: the Top Ten list!