Martin Scorsese's "Hugo" is the surprise leader of the 2012 Academy Award nominations with 11 nods, including Best Picture and Best Director.
"The Artist" followed with 10 nominations, while "The Descendants" only got five, but in all the right categories, including best picture, director, screenplay and for star George Clooney. Neither, though, are exactly last year's most popular films.
The former is a black-and-white, mostly silent homage to the era before "talkies," and the latter is a dialogue-driven family drama with very little action. Neither has found huge audiences outside the movie industry.
"That disconnect concerns me," Thelma Adams, Yahoo Movies' contributing editor told ABCNews.com.
Adams calls it "the Harry Potter Syndrome."
"Everybody has seen 'Harry Potter,' their kids have seen it, and yet Alan Rickman cannot get a nomination for best supporting actor," she said.
That disconnection between the massively popular films and the critics' favorites is why the Academy expanded the best picture nominees from five to 10. "The Help," one of last year's most popular films, received a nod for best picture, along with "War Horse," "The Artist," "Moneyball," "The Descendants," "Tree of Life," "Midnight in Paris," "Hugo" and "Extremely Loud and Incredibly Close."
As expected, many of Hollywood's old guard directors also showed up on the nominations list, including Martin Scorsese and Woody Allen. But Adams points out, "It's not like any of them did their best movie ever. Is 'Hugo' really 'Raging Bull?'"
Clint Eastwood did not score a nod for his disappointing "J. Edgar," nor did star Leonardo DiCaprio. Click through to see who was nominated -- and who was snubbed -- for the 2012 Academy Awards and who we predict will win when the Oscars are handed out Feb. 26, live on ABC.
Best Picture: "The Artist"
After winning the Producers Guild Award, "The Artist" certainly is the favorite to win for best picture.
"I like 'The Artist' and 'The Descendants," Adams said, "but I don't think they have huge deep passion behind them."
"The Help," on the other hand wasn't a critics' darling but it was "insanely popular," Adams said. "I wouldn't rule out 'The Help' as the best picture."
Rounding out the list are "War Horse," "Moneyball," "Tree of Life," "Midnight in Paris," "Hugo" and "Extremely Loud and Incredibly Close."
Best Actor: George Clooney
This year's best actor's race is a category of Hollywood heartthrobs. "It's beautiful men," Adams declared. "Jean Dujardin ('The Artist') has a smile that will melt you; Clooney did 'Ides of March' and was the moving force behind 'The Descendants'; and Brad Pitt was doing that Robert Redford thing in 'Moneyball.'"
Among these male beauties, Clooney is the clear favorite. Rounding out the list are Demian Bichir from "A Better Life" and Gary Oldman from "Tinker Tailor Soldier Spy."
Best Actress: Meryl Streep
Yes, she seems to get nominated every year, but, as Adams points out, Meryl Streep hasn't won the Oscar in 29 years, since "Sophie's Choice."
"She is the favorite going in," Adams said. "The trouble here, 'Iron Lady' isn't a favorite movie going in, but sometimes the actor can be the one representing the movie."
Streep picked up a Golden Globe earlier this month for the same role, but Adams says don't count out Viola Davis for her first leading role in "The Help."
It's a two-woman race, with Glenn Close, Rooney Mara and Michelle Williams rounding out the competition.
Best Supporting Actor: Christopher Plummer
This category likely belongs to Christopher Plummer, 82, for playing a gay man who comes out late in life in "Beginners." The Oscar would be his first and would no doubt reflect a lifetime of achievement that includes "The Sound of Music."
Joining in this category are Kenneth Branagh, Jonah Hill, Nick Nolte and Max Von Sydow.
Best Supporting Actress: Octavia Spencer
Two "Help" actresses, Octavia Spencer and Jessica Chastain, received nods, but with her Golden Globe win, Spencer has pulled ahead.
Of course, it's possible they could split the vote and the award would go to ingenue Berenice Bejo or surprise nominee Melissa McCarthy. McCarthy, who earned a nod for her side-splitting performance in "Bridesmaids," has been a critics' favorite this awards season. Janet McTeer is also up for the award for "Albert Nobbs."
Best Director: Michel Hazanavicius
In a category filled with establishment directors, French film director Michel Hazanavicius has the edge, having helmed one of the front-runners. Alexander Payne, the director of "The Descendants" is more likely to be the spoiler than "Hugo" director Martin Scorsese, who took home the Golden Globe in this category.
The other director nominees are Woody Allen and Terrence Malick, for his meditative drama "Tree of Life," which was anything but a sure bet for best picture.
Best Animated Feature: "Rango"
With a surprise snub of Steven Spielberg's "The Adventures of Tintin," the award will likely go to "Rango." Also in this category: "A Cat in Paris," "Chico & Rita," "Kung Fu Panda 2," and "Puss and Boots."
Best Screenplay: "The Descendants"/"Midnight in Paris"
Best Adapted Screenplay is the stronger of the two screenplay categories, Adams said, citing "The Descendants," "Ides of March" "Moneyball," "Hugo" and "Tinker Tailor Soldier Spy."
Adams thinks "The Descendants" will come out the winner. In the Best Original Screenplay category Woody Allen's "Midnight in Paris" is the one to beat. Kristen Wiig, a surprise nominee for penning the film "Bridesmaids" will be up against Allen, along with the screenwriters for "The Artist," "A Separation" and "Margin Call."
Best Foreign Language Film: "A Separation"
Sorry, Angelina Jolie fans, her directorial debut "In the Land of Blood and Honey," in the Bosnian language, is not on the list of foreign-language contenders.
Adams predicts the Iranian film "A Separation," which has been gaining steam, will take home the Oscar. It will compete against Belgium's "Bullhead," Israel's "Footnote," Poland's "In Darkness" and Canada's "Monsieur Lazhar."