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The 50 Best Films Of 2013
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Director: Jeff Nichols
Cast: Matthew McConaughey, Tye Sheridan, Jacob Lofland, Reese Witherspoon, Sam Shepard, Michael Shannon
Best for... plunging you into a sun-baked coming-of-age tale.

Mark Twain and Matthew McConaughey collide at last in the latest film from Jeff Nichols, the man who previously brought us the excellent Take Shelter and Shotgun Stories. McConaughey plays the titular man-on-the-lam who holes up on an island in the middle of the Mississippi River in wait for his lover (Witherspoon). There, inquisitive teens Ellis (Sheridan) and Neckbone (Lofland) stumble on him and unwittingly find themselves a tattooed, superstitious father figure who speaks in riddles and represents a serious aiding-and-abetting rap. Nichols, who goes from strength to strength, got the best out of his terrific cast that included muse Michael Shannon, on a short break from filming Man Of Steel, McConaughey and eye-catching newcomers Sheridan and Loveland. And, yes, McConaughey took his shirt off.

Bonus Feature



This feature first appeared in issue 287 of Empire magazine.

THE JOKE ON THE SET of Jeff Nichols' new film Mud is that whenever you pull off the asphalt onto a gravel road, you're "only" half an hour from the location. "Matthew McConaughey was laughing about it the other day," says the director, "because every place we take him is, like, down this insane path that you can only get to on four-wheeler golf-cart crazy things. And that amuses me... But then you get there, to this outcropping of giant cypress trees by the side of some lake, and it's insanely beautiful. You think, ‘Yeah, that's why we're down here.'"

I've always been drawn to swamps I grew up in places like this.


Here is... well, frankly, Empire doesn't really know. It's a good 40-minute drive from the town of Stuttgart, Arkansas, where duck-hunting season is about to start (daily bag limit: six). Indeed, as we turned off the highway, down a gravel path towards the river where Nichols was waiting for us on a dilapidated houseboat, we encountered several men in camouflage with shotguns, and suddenly the dangers of a faint, free-floating Wi-Fi signal began to sink in.

It's Saturday, and we are in the heart of the South, not far from Nichols' family home in state capital Little Rock. From his two previous films - revenge drama Shotgun Stories (2007) and mental illness fable Take Shelter (2011), both serious stories showcasing the rough-hewn, soulful star quality of Michael Shannon - you might expect Nichols to be quite a doleful fellow. Happily, Nichols, in his mid-thirties, fresh-faced, good-looking and, unexpectedly, very funny, in no way resembles his movies.

He shows us around the houseboat, smiling broadly at the fishing lines, hooks, knives and dirty worktops, all degraded by years of service and neglect. "As you can see," he confides, "I like..."

Empire's curiosity is piqued. This is more like it: there's a whiff of danger here, a sense of lurking violence. Maddeningly, the moment is interrupted by a practical question from one of the crew. When his attention returns, we ask him what he was about to say. "Oh," he says brightly. "Just... rusty things, I guess."

MUD, NICHOLS' THIRD and most ambitious film, is perhaps the truest representation of the man. He settles into an easy chair that has seen better days and recalls how a stay on a houseboat like this - hopefully not too much like this - in 2006 was the catalyst for a story that melds local history with the boyhood reveries of Missouri writer Mark Twain. By 2008 it was finished, but, surprisingly, he put it away. "My first two films were pretty low-budget, and I was willing to compromise on money, in order just to get something made. I had to. I had to advance my career and everything else. But I knew with Mud that I didn't wanna make it until I had the resources to make it. There are a lot of moving parts that I didn't want to have to compromise on. So that's why it's taken me a little while to build up to."

Mud (2013)

Matthew McConaughey as the titular Mud finds himself in a tight spot.

You might think from that statement that this is some kind of blockbuster, but, at its heart, Mud may be Nichols' simplest story to date. "I guess the brief synopsis would be," he says, "two boys, Ellis and Neckbone, find a man hiding out on an island in the middle of the Mississippi river who says he's on the run. So they form a pact and decide to help him out.

"But that's only what happens," he insists. "In movies - well, at least hopefully my movies - there's what happens and then there's what the movie is about, and these are often two different things. And when I write, I try and write some kind of universal idea, or emotion, or theme. My first film was about revenge, my last film was about anxiety, and this film, well, it's an old one but a good one.

I mean, this is just about love. It's about a boy's search for an example of love that works - and he's looking in all the wrong places.

I'm trying to make classic films... films with scope.


"People have been using the term ‘coming of age story'," he says, looking a little perplexed. "And..." He starts to laugh. "... I guess it is. I guess it's an appropriate term. The two main characters and this man they find, they end up mirroring each other in a lot of ways. Both of them, in a way, are in this state of adolescence and are passing from one stage in their life to another. And this movie happens to be a snapshot during that kind of passage."

At this point it should become clear that Mud is more than part of the landscape. "Mud's the name of the guy, yeah!" says Nichols. "I was listening to this Townes Van Zandt song, Mr. Mudd And Mr. Gold, and I thought that would be a good name. I debated for a long time whether or not to have two ‘d's, as in the song, or one, and I went with one. So that's his character's name. And, y'know, it makes sense, because Mississippi mud is kinda famous - or infamous - and I wanted to carry it a bit further. Not to get too frou-frou with it, but adolescence is a pretty muddy time. So it seemed to fit. It made sense."

It may not seem a logical progression - revenge, depression then love - but for Nichols it is part of an almost divine plan. "It's just a dream come true," he says, "because you sit down and you chart these things out, but how often do those things come to fruition in order? I wanted to do Shotgun Stories first, I wanted to do Take Shelter second and I wanted to do Mud third. And I wanted to do them at the level that I ended up doing each of them."

Of the previous two, Take Shelter is the best-known and the most divisive, mostly due to its ambiguous ending. "It's a tricky film," he acknowledges. "And that's cool, because we got to take some risks with the narrative structure, and you don't often get to do that. Some people like it, some people don't, but I don't think anybody can fault me for at least trying. It's the kind of ending that tells you more about yourself than the movie, I guess. ‘How do you see it? How does it make you feel?' Okay - that's how you woke up this morning, then!"

Is that how he intended it?

"Yeah, absolutely. That movie was an experiment in form: let's see if we can place that decision in the audience's head, rather than just givin' it to 'em. Mud is different."

Mud (2013)

"Anyone know how to light this thing?" Nichols (left) finds his cast lacking in survival skills.

THE NEXT DAY, Empire finds McConaughey on set in a small-town hospital, slathered in make-up that looks more like wood stain than greasepaint. Tattoos of snakes and amulets traverse his arms, he's wearing Mud's "lucky shirt" (his main item of wardrobe), and his hair is an unruly, greasy mop, as is suitable for a lovelorn con hiding out in the Southern Wild. "Mud's a dreamer," he says. "He's an aristocrat of the heart. He's a poet that way. He's sort of not of this Earth, and if he got grounded on this Earth enough he'd wise up and see that he needs to go ahead and move on. But he doesn't want to come down. So he's always on the chase, always on the approach, going after his girl."

A lot of names got thrown in the hat, and I met a lot of guys. But I just couldn't shake that I'd written it for Matthew.


The girl in this case is Juniper, played by Reese Witherspoon, the fickle love of Mud's life and the kind of girl once memorably described by REM as "50 miles of bad road". Witherspoon has wrapped when we arrive, but McConaughey is definitely present. No-one here knows it yet, but the tide is starting to turn for the Texan actor after a slump of mediocre rom-coms, and when we speak he is at an interesting point: The Lincoln Lawyer, Bernie and Killer Joe have wrapped and screened, with Magic Mike and The Paperboy to follow, and bigger things on the horizon.

On set, McConaughey is a live wire. He refuses to go to his trailer, if he even has one. "‘Constraints' isn't my favourite word for it," he says, "but on small independent films like this there are certain limitations that actually allow for more freedom. One is time: it's more precious, so you gotta shoot, because we're using natural light. So what's great about it, for an actor like me, is that you come to set in the morning and shoot. You don't go back to your trailer and wait for the shot. You're on the set, you go to work. Which is much more fun. There's a real freedom to that, and a flow."

He seems very much at home here, and the pockets of locals who turn up to wave and shout his name seem to suggest that the feeling is mutual. "I've always been drawn to swamps," he drawls. "Rivers." He laughs. "I've ended up doing a lot of water movies. I've done a saltwater before this, and now I've just done three swamp movies in a row! But I grew up in places like this. We always lived on the outskirts of small towns, so we were always outdoors, or swimming in the lakes or the creeks or the rivers. It's something I'm very comfortable with."

Nichols, watching from the monitors, is visibly thrilled with McConaughey's performance. "Funny thing is," he says, "I wrote this part for Matthew McConaughey. In fact, before I wrote the part, I wrote it for Matthew McConaughey." He laughs. "I'll explain. I remember back in college, I was home visiting, and I was trying to impress my friends. They were like, ‘What are you doing?' I said, ‘I'm working on this script for a movie. It's gonna have Matthew McConaughey in it.' I was 20, 21 years old at the time. And no-one really believed me."

So did Nichols pluck his name out of the air just to impress his friends? "No! He was just so right for this part. I was thinking about this man Mud, what he looked like and what he sounded like, and what he talked like... I was a really big fan of Matthew's performance in Lone Star, the John Sayles film, and, of course, Dazed And Confused, and I was like, ‘If I could take those two characters and squish 'em together, it might come out the other end as some version of Mud.' And so I just always had it in my head that that's how it might be. And of course, when it came to me to make the film, lots of names got thrown in the hat, and I met a lot of guys, a lot of really good people. But I just couldn't shake that I'd written it for Matthew. And fortunately it worked out."

"He's very aware of who he is and where he's at," says Nichols. "At least from my point of view. And he's making some really awesome choices. Really awesome choices."

Mud (2013)

Michael Shannon bravely takes up the McConaughey shirt-off mantle in a small role as Neckbone's (Jacob Lofland) uncle.

AS FOR NICHOLS, he, too, is making some pretty awesome choices. At a time when many of his peers are either stumbling over themselves to bag a studio job or making self-conscious art movies in the European style, Nichols is something of a pioneer, a true American voice trying to fashion something from his roots. His producer on Mud, Sarah Green, recently produced Terrence Malick's The Tree Of Life, and, with his talk of Twain and love for the golden hour, Nichols resembles a more accessible, less preachy and arcane incarnation of the reticent auteur.

Nevertheless, he remains modest. "If I hadn't gotten into film school, my only back-up was to get a degree in cultural anthropology," he muses. "Although I didn't even know what that meant. And I still won't. I don't know what I woulda done.

I come from a family of entrepreneurs. My dad owns a small business, my middle brother's a criminal defence attorney who owns his own practice, my oldest brother's a musician who started a band. So I can't help but think I woulda done something where I tried to make my own way. I don't think I'm much of a cubicle kind of guy."

Instead, he is perhaps the quintessential American director of his day, telling stories that are sympathetic to the unfashionable, sparse landscapes of the South, with its wooden churches, ploughshares and Piggly Wiggly stores, setting them in places where mobile phones aren't used for plot points because nobody is growing up with them glued to their ears. Does he see that himself?

Nichols ponders for a minute. "I'm trying to make classic films," he decides. "It sounds pretentious, but I love pretty much any movie with Paul Newman in it. If you look at The Hustler, Hud, Cool Hand Luke, Butch Cassidy And The Sundance Kid... these are the kinds of films I want to make, and it's the kind of film I want Mud to be. Each one has its own purpose in the world. And I want this film to be an adventure. Which isn't to say I want it to be fun all the time. But I do want it to be an adventure. I don't know whether that's peculiarly American or not, because I also like Lawrence Of Arabia, by David Lean. It might just be because they're big. I like films with scope, whether that's emotional scope or visual scope. I mean, we're out here on the Mississippi River, where it just gets... big." He laughs. "So I guess that might be an American idea: big!"

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Your Comments

1 RE: Some Missing Pictures
I know it's a UK magazine, I'm from the UK. However they placed films like The Secret Life of Walter Mitty and The Hobbit before UK release, therefore I was just making some suggestions that could have equally have been 'Late Entries' More

Posted by CalRhys on Sunday January 5, 2014, 16:40

2 RE: Some Missing Pictures
Your timing is out for 2 - neither Fruitvale nor 12 Years a Slave have been out - this is a UK site/magazine was disappointed at the absence of Act of Killing in a list that can find room for the likes of Warm Bodies, and other entries in my personal bottom 50 of the year. More

Posted by elab49 on Monday December 23, 2013, 11:40

3 RE:
I'll echo the surprise lack of love for The Way Way Back but also add that Flight is more of a surprise omission from the list. On a positive note it's nice to see Mud so high on the list. More

Posted by Dee Jay on Friday December 6, 2013, 21:51

4 RE: World War Z??
I would have liked to have seen the way way back on there as well as side effects but it is a good list. I find it weird that Django and Zero Dark Thirty are on there as they seem like last years christmas movies. Don't know if they where released in 2013 but it feels like ages ago. More

Posted by beardyphysics on Tuesday December 3, 2013, 17:42

5 RE: Stoker?
L: chris wootton Bollocks on't hold back tell us what you really think More

Posted by rich on Monday December 2, 2013, 22:49

6 RE: The 50 Best Films Of 2013
Some great films in that list - Mud, Zero Dark Thirty, Man of Steel, Gravity, Frances Ha, Only God Forgives, A Field in England and Upstream Color are superb choices. Although it is surprising to see The Act of Killing omitted. Was it released in the UK this year or last year? Oh and I wish Leviathan had gotten a place on the list. It's still my favourite of the year so far. More

Posted by garvielloken on Monday December 2, 2013, 19:06

7 RE: The 50 Best Films Of 2013
There's plenty on your list that I'd take exception to, but it's good to see you got the number 1 right. ike others on the thread though, I'm sad to see no place for the Way Way Back. That film took me completely by surprise at how emotionally engaging and well observed it was. I also thought it would be something right up your alley, at least to break the top 50 anyway. More

Posted by Qwerty Norris on Monday December 2, 2013, 18:48

8 RE: The 50 Best Films Of 2013
For those who don't want to click and click and click: here's the full list. 50. The Secret Life of Walter Mitty 50. Anchorman 2 50. The Hobbit 2 47. Now You See Me 46. Prisoners 45. The Conjuring 44. Kill Your Darlings 43. Much Ado About Nothing 42. Robot & Frank 41. World War Z 40. Nebraska 39. The Bling Ring 38. Warm Bodies 37. Wreck-it-Ralph 36. The Place Beyond The Pines 35. Saving Mr Banks 34. Star Trek Into Darkness 33. Les Misérables 32. The Impossible 31. About Time 30. Frances Ha 29. Philomena 28. Man of Steel 27. Trance 26. Hunger Games 2 25. A Field In England 24. Filth 23. Blue Is The Warmest Colour 22. All Is Lost 21. Upstream Colour 20. Cloud Atlas 19. Blackfish 18. Only God Forgives 17. Thor 2 16. Short Term 12 15. Blue Jasmine 14. Behind The Candelabra 13. Django Unchained 12. The World's End 11. Zero Dark Thirty 10. Alan Partridge: Alpha Papa 9. The Great Beauty 8. Before MidnighMore

Posted by dseys on Monday December 2, 2013, 18:38

9 RE: The Way Way Back
L: LetsKissToMakeItReal L: DeadlyDave Though I fully accept that there isn't room for everything and you certainly can not please everyone, personally I feel the omission of The Way Way Back is criminal. econded! It's just unforgivable. Thirded! I think there's enough of us,shall we start a cause ? Mr Rockwell is with us.. More

Posted by Magenta on Monday December 2, 2013, 17:46

10 RE: The Way Way Back
L: DeadlyDave Though I fully accept that there isn't room for everything and you certainly can not please everyone, personally I feel the omission of The Way Way Back is criminal. econded! It's just unforgivable. More

Posted by LetsKissToMakeItReal on Monday December 2, 2013, 17:36

11 RE: RE:
Also some love for Blackfish, saw it recently and glad I did. A gripping documentary, perhaps not as obviously upsetting as Grizzly Man (although that guy was plain weird) but more subtle and thought-provoking. Free Willy indeed! I forgot to mention Trance, unexpected gem of a film and easily for me Boyle's best since Sunshine. Strong cast, interesting premise and definitely one of those films where each will come to their own conclusions. Not quite the British 'Inception' but worth watching for sure. More

Posted by MDG_78 on Monday December 2, 2013, 17:26

12 RE: RE:
L: Magenta I agree this year has been stronger than 2012 and the list as it goes is on the whole is a good one. though very surprised not to see The Way Way Back? explanations Empire? So very peased to see ]so high and perplexed to see Now You See Me,which I also think was awful,I think the trick was I sat through it! t because of the unexplainable release date is Bernie and consequently it's slipped throught two years netting,which is a shame and like a lot of really good films I scream two words " Limited Release!!" o pleased that at least my local has some sense,next stop Nebraska. ll in my top 10 More

Posted by Whistler on Monday December 2, 2013, 17:13

13 RE: RE:
I agree this year has been stronger than 2012 and the list as it goes is on the whole is a good one. I am although very surprised not to see The Way Way Back? Any explanations Empire? So very peased to see Mud so high and perplexed to see Now You See Me,which I also think was awful,I think the trick was I sat through it! One that because of the unexplainable release date is Bernie and consequently it's slipped throught two years netting,which is a shame and like a lot of really good films I scream two words " Limited Release!!" So pleased that at least my local has some sense,next stop Nebraska. More

Posted by Magenta on Monday December 2, 2013, 17:03

14 RE:
I too think it's been a really good year for films, surprised Django didn't rank higher and was disappointed with Lincoln but agree with many choices. Gravity, Rush and Captain Phillips all really good mainstream drama's that don't treat their audience like dolts and although Iron Man 3 was entertaining both Star Trek and Man Of Steel were better (the latter featuring very highly on my own Top 10 list, can't understand the hate for it). Now You See Me though...easily the worst film I have seen this year. At first I thought it was average fare and inoffensive pop BUT as it dragged on and on and I started to dislike nearly everyone single person in it (exception of Melanie Laurent) and got a headache from the camera spinning around all the time and the annoying music and rubbish CGI-enhanced 'magic' tricks (see The Prestige and The Illusionist for examples of how it can be done) , I came to the conclusion that it was indeed a piece of garbage. Shame to the friend who recommended thMore

Posted by MDG_78 on Monday December 2, 2013, 16:20

L: chrispdaniel How dare you Empire, I am a generic movie goer who didn't see all of the films released this year, but does see more than your average Joe/Jane, and you failed to mention some of my favourite films and/or rated some films more highly than I would have done. You nincompoops! Do you professionals know nothing. Clearly I am right because I say I am, and therefore I shall use this comment section to voice my anger at your betrayal of all that is good and holy about subjective opinions. I am so disappointed, but not nearly as disappointed as I would have been had you not compiled such a list for me to agree or disagree with in the first place. Then I would have been mad! Yours sincerely I M Right p.s. I thought this was a good read, and actually think it has been a good year for films in general. Keep up the good work everyone. :D] More

Posted by waltham1979 on Monday December 2, 2013, 13:40

16 RE: Great list!
L: dseys Empire's Top 50 won't alter my own Top 50, s as valid as theirste] How do you figure that? More

Posted by Macavity on Monday December 2, 2013, 13:05

17 RE: Great list!
L: MikeTheActorMan Gravity definitely deserved Number 1, absolutely stunning and incredible film! Unlike anything else released this year! And Captain Phillips at number 2 is very well deserved too. I'm so glad About Time was on this as well... I went into that thinking it'd be a romantic comedy with a time-travel twist, but about half way through he gets the girl and it turns into an exploration about the bond between father and son and nearly made me cry! Disappointed Pacific Rim isn't on here?? I thought that, Man of Steel and Star Trek: Into Darkness were the three best blockbusters this year! Also, Oblivion! Where's the love for that? The story, the acting, the cinematography, the special effects in that were stunning, and I really think it's a great semi-original and gripping sci-fi film that really surprised me this year! gree with everything you said. I think Empire's Top 3 (Gravity-Captain Phillips-Rush) is near perfect but the rest is really weird. Man of SteeMore

Posted by dseys on Monday December 2, 2013, 12:11

18 Iron Man 3 & Stoker
Really glad to see theentan 3 achieving a high slot in the list. A genuinely funny, thrilling, surprising flick and one of best superhero films ever made. Equally happy to see Stoker hit high too. It feels like an instant cult-classic. I'm not so sure about Gravity. It's a good film (one that can only really be appreciated in the cinema) but is it really the best of the year? In comparison to last year's equally stunning Life of Pi it feels pretty bereft of weight. More

Posted by Macavity on Monday December 2, 2013, 11:59

19 RE: Gravity is the shit at the top (or bottom) of the pile
L: Jonny24 at a shit year for movies was worse than the last, which was worse than the year before that, etc. Only World War Z and Oblivion were any good, and that was surprising in itself. Of course neither got much credit around here. ou're not looking hard enough. 2013 has been one of the best years for film in recent memory. More

Posted by garvielloken on Monday December 2, 2013, 11:32

20 RE: WTF
L: That other movie guy For those who hate clicking, these are top 10 from Empire 1:Gravity 2: Captain Phillips 3: Rush 4: Mud 5: Lincoln 6: Stoker 7: Iron Man 3 8: Before Midnight 9: The Great Beauty 10: ALAN PARTRIDGE: ALPHA PAPA Omg worst top 10 movies I've ever seen my a movie website, How is Iron man 3 in there? even though Cloud Atlas came out end of last year that movie would wipe Iron Man 3 with toilet paper.. Where the heck is Oblivion in all of the top 10? ut of the 10, I've seen 7, out of the 7 I've seen I adored 5, the other 2... I was fine with Iron Man and cared very little for Lincoln. Pretty good list if you ask me. More

Posted by odddaze on Monday December 2, 2013, 00:46

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