– Michel Hazanavicius, "The Artist"
– Alexander Payne, "The Descendants"
– Martin Scorsese, "Hugo"
– Woody Allen, "Midnight in Paris"
– Terrence Malick, "The Tree of Life"
Upsets: The first four were mostly as expected, but Malick's chances were not considered good for a directing nod, with the abstract nature of his film thought to alienate some. Instead, he got a nomination over other directors considered to be frontrunners such as Tate Taylor for "The Help" and Steven Spielberg for "War Horse."
