10. X-Men: Days of Future Past View this video on YouTube RT score: 91%Box office: $741 million I think we were all pretty skeptical about this, because there hadn’t been a great X-Men movie since 2003 – and the franchise seemed too tired for any of us to care about any more. Never have so many nerds (especially myself) been so glad to be so wrong. They finally got Wolverine right with this one: yes, he’s still the star of the movie (which he has to be), but he’s only a peripheral character (which he also has to be). The genius is in the two parallel storylines, which enables the film to be both nostalgic, with the old cast in the future, and forward looking, with the new cast in the past. Small criticism: I would have liked Wolverine to ask someone “check please!” 9. Captain America: The First Avenger View this video on YouTube RT score: 79%Box office: $370 million There were such big obstacles to making the Captain America movie that we don’t even really think about them. These include: •A character with all the qualities that make Superman bland but nothing that makes Superman interesting•A World War II movie that feels old timey while also juggling the sensibilities of people who’ve seen stuff like Patton and Saving Private Ryan •Coming last in a list of successful Marvel movies while also having to key up the Avengers•Still tell an interesting story all its own which can appeal to a global audienceAnd they did it! They also did this: 8. Iron Man 3 View this video on YouTube RT score: 78%Box office: $1.2 billionThe third movie in a super-hero franchise was always death: Superman 3, Batman Forever, Spider-Man 3, X-Men: Last Stand … UNTIL now (and to a lesser extent the previous year with Dark Knight Rises). The climax has some problems: Why do they even need the Avengers if they have 40 suits and the “House Party” protocol? Why would he blow them all up? But the movie is still awesome – and Tony’s final speech at the end is a wonderful capstone to the trilogy. 7. Thor View this video on YouTube RT score: 77%Box office: $449 million Woah – is Thor this high? Even despite the problems I listed on Thor 2? The central character is bland, but they build enough around him – Loki, Heimdal, Odin, Agent Coulson, Darcy – that you don’t mind. Kenneth Branagh and J. Michael Straczynski elevate the material and fill the movie with so many Dutch angles you think that Thor’s from Holland, not Norway. Most super-hero movies are about saving the world, or at least a part of it that we really care about (ie New York City). The stakes here are unusually low, which fits with the theme of an arrogant prince learning humility. When we first meet Thor, he wouldn’t fight for anything less than all the glory in the world, but at the end he’s ready to die for a nameless city in New Mexico that no one will ever know about. Also this has the best score of any film on this list (alas that Patrick Doyle didn’t return for the sequel) AND the best end credits song of any super-hero movie period (alas Chris Hemsworth didn’t have a cameo in the video). 6. X2 View this video on YouTube RT score: 87%Box office: $408 million A frequent criticism of comic book movies is they get overwhelmed by too many characters. X2 is overwhelming because it employs its large number of characters so well and so efficiently. F’crying out loud Pyro has a more interesting character arc in this film than the protagonists of most of the other films on this list and they do it in about 3 minutes of screen time total. The only bad thing about X2 is that every X-Men/Wolverine film since then has failed to live up to it. Also with X2 they corrected whole idea of "the good mutants are pretty, the bad mutants are ugly" – which didn’t fit well with the whole "mutant and proud" message of the franchise. 5. Captain America: The Winter Soldier View this video on YouTube RT score: 89%Box office: $713 million The Honest Trailer for the Avengers describes Captain America as "no one's favorite super-hero ... who just kind of has to be there." Yeah I don't think they're making that joke any more, as Cap delivers an adventure that knocked audiences & critics out of their seats and Batman & Superman out of the summer movie season. Captain America has literally made Warner Bros doubt the value of the two most bankable super-heroes ever. Much like its predecessor, Cap 2 juggles real-life events (Operation Paperclip) and the expectations of a non-superhero genre (political thrillers) while setting up the next tent-pole event in this super-hero world AND telling a good story on its own. Also Redford’s casting was brilliant. 4. Guardians of the Galaxy View this video on YouTube RT score: 92%Box office: $335 million (so far) Pretty impressive for Marvel Studios that two films released this year are in the top 5 – speaks well to the health of the franchise. Employing a more memorable soundtrack than score (just like the next film did), Guardians sets the perfect light-hearted tone while also appealing to classic rock fans who might skew a little older than the traditional target demographic for a summer picture. There are no weak links in the whole film: the art direction, the pacing, introducing a host of unfamiliar characters, the action, and the acting (yes, even the professional wrestler does well). The whole “Root for the underdogs!” shtick could have skewed a little too close to Mighty Ducks territory, but luckily it never did. Star-lord’s “We’re losers” speech avoided becoming a sports movie cliché right before the Save the Cat-esque Break Into Three where our heroes win. They’re just like Kevin Bacon! 3. Iron Man View this video on YouTube RT score: 93%Box office: $585 million You may have heard the phrase at some point, "The Dark Knight changed the way super-hero movies were made!" You may have said it yourself. The statement is wrong.Before Iron Man, super-heroes were always tragic and burdened ... but Iron Man changed that. Tony Stark's announcing "I am Iron Man" to the world was also Marvel Studios way of saying, "Hey it’s OK for super-heroes to be fun and awesome!" Every other studio is scrambling to replicate the shared universe introduced in Iron Man … and none of them will. (Fox: No one cares about shoe-horning the Fantastic Four into the X-Men franchise. Let it go so Marvel can give us a movie where Hulk fights The Thing.) Jon Favreau’s interior shots of Tony’s mask made sure we never forgot that our star is underneath that armor. Notice how Andrew Garfield can’t keep his Spider-Man mask on? It’s because Marc Webb watched Iron Man. I mark a movie as successful if you're humming the theme on your way out of the theater. Chances are you're humming the Black Sabbath tune right now just reading this. 2. Spider-Man 2 View this video on YouTube RT score: 94%Box office: $783 million Half-way through most super-hero movies, I pose myself the question, “Would I just rather be watching Spider-Man 2?” This is an unfair comparison – but after 10 years, it’s incredible how many films in the genre still can’t hold up to Sam Raimi’s masterpiece. I love virtually every line in the film (“Planning is not a major at this university.” “If promises were crackers, my daughter would be fat.” “…she asked me to come”/ “But not to come late.”) – EVEN the stupid ones (“TS Eliot is more complicated than advanced science!”).You can quibble about a lot of little points – the constant horror-esque screaming, Doc Ock’s kind of inexplicable turn to evil, how Mary Jane is kind of a B for leaving a guy at the altar – but the movie perfectly captures the spirit of Spider-Man. And of course this: 1. Avengers View this video on YouTube RT score: 92%Box office: $1.5 billionNot since Phantom Menace had a film been more hotly anticipated, but - contrary to Episode I's epic disappointment - Avengers exceeded the very high expectations we had for it ever since the Iron Man post-credits scene four years earlier. I'm not the first to say it, but this movie translated the feel of reading a comic book into movie form better than anything else in the genre. Then after we’ve beheld the glory of five previous installments, they end with the shot of Thanos grinning at the line “… to court death” – sending the clear message that all this build-up was just the beginning. The only thing that could knock this out of the top-spot is Avengers 2 -- which is probably exactly what will happen in May 2015.