The Official Cinemathematics Top 100 List

Everyone has a list. Dennis has a list. Damian has a list. Ed has a list. And now I have a list. My process was not nearly as methodical as Dennis' or Ed's. I did not write down a list of 300 films that I loved and then narrowed it down. No, I took a different route. I went for variety. No director has more than 3 films on this list, and the only ones who do have one in my Top 10. That is the one thing that struck me most about the new AFI list. It had much more variety than the last one. I love seeing how far someone's tastes can reach, so I pushed myself in that direction. Please feel free to leave any comment on what I missed, how my methods were terrible, or how I really need to see The Searchers so it can be in my Top 10 next time. Of course, films that I love like Blue Velvet or Barton Fink had to be eliminated (so little space) so that I could include films like:



100. Field of Dreams (Phil Alden Robinson, 1989)

I must give an honorary position to the only film I will admit made me cry.

99. A Night at the Opera (Sam Wood, 1935)

This film deserves a place on my list if only for the scene where more and more people cram into the Brothers' cabin. This scene perfectly captures the Brothers' unique brand of anarchy, and it is an example of pure, brilliant comedy.

98. Rio Bravo (Howard Hawks, 1959)

The only Howard Hawks film I've actually liked, it stands as a wonderful script executed with great skill. And it's hard to deny that silent opening.

97. Do the Right Thing (Spike Lee, 1989)

What's often forgotten about this gem are the truisms in the small things. The sex scene that had everyone going to the freezer. Buggin' Out's new shoes and the bicycle. Samuel L. Jackson's Mister Senor Love Daddy. It all comes together to endear us to these characters before it all goes to Hell.

96. A Fish Called Wanda (Charles Crichton, 1988)

"K-K-K-Ken is c-c-coming to k-k-kill me!" The greatest successes that this film accomplishes are the oddball moments, from Michael Palin getting his come-uppance (see # 60) via french fries to Jamie Lee Curtis' Italian fetish. And I just can't forget Otto, Kevin Kline's greatest moment.

95. The Lord of the Rings Trilogy (Peter Jackson, 2001-2003)

I cannot single out any one installment, but I would be remiss not to include a mention to the definitive epic trilogy of my generation. The films that (thank God) reinvigorated Viggo Mortensen's career(see # 29) and (God dammit) launched Orlando Bloom's career stand as a monument of the possibilities of combining special effects with craft, good writing, and good acting. WHY WON'T MICHAEL BAY LEARN??

94. Indiana Jones and the Last Crusade (Steven Spielberg, 1989)

My favorite of the Indiana Jones Trilogy, this film has one of the greatest pairings of all time. I have always been a firm believer in the fact that Indiana Jones is the direct inheritor of James Bond's macho charisma, so seeing Harrison Ford and Sean Connery in the same film makes my day.

93. The Bridge on the River Kwai (David Lean, 1957)

Though I've never come around on Lawrence of Arabia, David Lean's first Best Picture winner always amazed me. Malcolm Arnold's score, particularly the "Colonel Bogey March," stands out in film history, and Alec Guiness' performance is one for the ages.

92. Waking Life (Richard Linklater, 2001)

Some will argue for Before Sunrise/Before Sunset as Richard Linklater's truly great films, but his philosophical discussion marks, for me, his high point. Digital rotoscoping is the perfect format for this film about the shifting nature of reality. It is important for its place in heralding new ways of using our technological advances, but it is great for its intelligent discussion and ability to make such profound philosophy palatable.

91. The Wild Bunch (Sam Peckinpah, 1969)

Bloody violent, and bloody good. This is the second, but not the last film to feature William Holden. He delivers yet another great performance here in Sam Peckinpah's greatest film. And it's the film that actually made me think Ernest Borgnine could act.

90. The Virgin Spring (Ingmar Bergman, 1960)

The meeting of paganism and Christianity forms the backdrop for this one, the first of a legendary partnership between Ingmar Bergman and Sven Nykvist. Nykvist's impact can be felt immediately, heightening the emotion in the simple action of tearing down a sapling. Yet another great one from Bergman.

89. Chinatown (Roman Polanski, 1974)

The definitive neo-noir, it features the Jack Nicholson that should have won an Oscar and very sharp writing by Robert Towne. Though I love John Huston's cameos in his own films, his role as Noah Cross is a key choice, both for the significance in recognizing film history and for the bravura performance he gives. And that last shot is a killer.

88. Pulp Fiction (Quentin Tarantino, 1994)

Love him or hate him, you can't deny the impact Tarantino's distinct style has had on modern film. This one, his masterwork, has held up through the love that Tarantino shows, again and again, for his characters. The endlessly quotable dialogue has helped it stay on college posters, but it is the cinephilia that keeps it as many people's first steps into the great world of film.

87. Hard-Boiled (John Woo, 1992)

What happened to John Woo? Where he once took the brutal violence of Scorsese and filtered it through Asian sensibilities to create incredible action set pieces (the tea house comes to mind) he has resorted to films like Face/Off and Paycheck, fading into Hollywood obscurity. Really a shame.

86. Once Upon a Time in America (Sergio Leone, 1984)

The first half of this epic is perfect in every way. What is most surprising is the fall it takes once Robert De Niro and James Woods assume their roles. This isn't meant as an insult to the second half of the film, but it just cannot compare with the larger than life images of America seen from the young immigrant's eyes. The second half just cannot hold the weight that the first half holds.
85. Gilda (Charles Vidor, 1946)

The film that made everyone, including Orson Welles, fall in love with Rita Hayworth actually has more to it than just "Put the Blame on Mame." Glenn Ford and George Macready give great performances as Gilda's jilted lovers, and the dialogue here is simply outstanding. But who cares about that when Rita Hayworth can dance like that.

84. Pandora’s Box (G. W. Pabst, 1929)

Before we could even dream of Rita Hayworth, there was Louise Brooks. She could get any man to do anything for her, and that is put to good use here, in her best work. Her Lulu is clearly manipulative, but she can pull it off without offending the audience by acting so innocent. The key to the film is balance, and Lulu keeps the film from flying off the handle. The ending feels so tragic, especially since it stemmed from an act of charity.

83. Videodrome (David Cronenberg, 1983)

Ok, so it was prophetic about television. So was Network, but we're not talking about that. Yet. The film stand out, like most Cronenberg films, for its ability to delve into our psyche and see our deepest fear about technology. From Rabid through The Fly and eXistenZ, the underlying current is fear of the new. Our worst fears played out on the screen so that it won't happen in real life.

82. Mr. Smith Goes to Washington (Frank Capra, 1939)

This is the film everyone wishes It's a Wonderful Life was. Instead of an angel saving George Bailey, who might as well be an angel, we get Jefferson Smith, a fallible, naive man saved by the humanity of the people around him. This one doesn't resort to the utter extremes that the more praised film does, and Capra should be rewarded for this effort, not the Christmas-time one.

81. The Seventh Seal (Ingmar Bergman, 1957)

Bergman takes on Death. It's incredibly ambitious for a filmmaker like this to take on such weighty topics, but we've already seen Richard Linklater succeed. Bergman's take is much more straight-faced than Linklater's, but it is more successful for this same reason.

80. Dawn of the Dead (George A. Romero, 1978)

Early in the film, a zombie reaches for one of our protagonists. He grabs the hero's sweater, and never lets go, even as the hero does. That was as frightening as any zombie in George Romero's masterpiece. In this one, Romero ups the scares and makes his message more explicit. That isn't always a bad thing. After all, those final shots look like your average day in the mall, which may be the scariest idea of all.

79. Magnolia (Paul Thomas Anderson, 1999)

The multi-layered narrative has been around for a long time, but P.T. Anderson takes it to a whole other level. It confronts its coincidences directly and throws in biblical references to show how drastically we as a society has fallen. Unlike later efforts at this sort of story, like Crash, the message here is merely one of communication. It may take the hand of God himself, but we must learn to talk to each other again.

78. Talk to Her (Pedro Almodovar, 2002)

The best film from Almodovar's recent works, this takes careful note of the interactions between men and women, often switching their positions within their relationships. It pushes at traditional gender roles while still examining the nature of grief as personified by our two heroes. And it has the most bizarre silent film this side of Guy Maddin.

77. Shadow of a Doubt (Alfred Hitchcock, 1943)

It's typical early Hitchcock. Take an overly idyllic situation, and throw some sort of perversion into it. This could very well be David Lynch's main inspiration for Blue Velvet. Frank Booth is merely Uncle Charlie taken to his logical extreme, and all the themes of perversion lurking under the facade of modern suburbia translate easily from one time period to the other.

76. Viridiana (Luis Bunuel, 1966)

Blasphemy!! Bunuel's first film in his native Spain was banned for over a decade thanks to the depraved images he put onscreen. Of course, we need to thank him for that. The Last Supper reenacted by a bunch of beggars adds a much needed sense of humore to an otherwise depressing tale of a woman who only wants to do good. Her futility is perfectly captured in a scene where she rescues a dog from its master, only to have another dog being tortured on the other side of the road. Her hope and faith in mankind is constantly abused, but it is her resilience that wins us over.

75. The Grapes of Wrath (John Ford, 1940)

You never know what to expect when it comes to the adaptation of a great book. Often the result is disappointing, paling in comparison to the film the viewer already created in their head. "The Grapes of Wrath" is my favorite book, so the bar was set pretty high. Of course, with John Ford behind the camera and Henry Fonda in front of it, there was little chance of a failure. Credit, though, must go to Gregg Toland, whose framing perfectly captured the closeness of the Joads while showing how detached they, like all migrant farmers, had become from the rest of the world. It's a shame, though, that they couldn't include the final scene in the book, but it would be hard to stomach, even by today's standards.

74. The Incredibles (Brad Bird, 2004)

Anyone who knows their adult animation knows the basic situation for this film. The world doesn't need any superheroes. Birdman has become a lawyer. Space Ghost hosts a talk show. Mr. Incredible works for an insurance company. Where Brad Bird elevates this tale above the others is in the compassion he shows for his characters. He prevents any of his players from becoming stereotypes, and that makes us care for them even more. And it's hard to argue with the action here.

73. Band of Outsiders (Jean-Luc Godard, 1964)

One thing that not even JLG detractors can deny about this one is that it has more pure energy than almost any other movie. Even the scenes in school are giddy with excitement. The cafe scene works brilliantly, and pulls back the curtain of the film. By adding or removing the song at will, JLG forces us to realize that these people probably weren't dancing to music at all. They are merely actors, this story merely that. Any truth is accidental, any reality a slip. Such is the nature of film.

72. The Lost Weekend (Billy Wilder, 1945)

To alcohol, the cause of, and solution to, all of Don Birnam's problems. This, one of the earliest drug movies, gives both sides of the argument have their say. Birnam's alcohol endorsement almost makes me want to pick up the bottle, and the proponents for staying off the wagon seem crueler than Don at his worst. It's a lot to ask of a film for it to be evenhanded, especially about something so "morally reprehensible" as alcohol abuse, but Wilder manages to pull it off with finesse.

71. Wallace & Gromit: The Curse of the Were-Rabbit (Steve Box and Nick Park, 2005)

Wallace and Gromit may be the greatest cartoon pair ever. Their adventures have a sort of whimsy that other cartoons lack. Cartoons like Hong Kong Phooey used the same dynamic in their pairing, but Wallace never develops the sort of arrogance that always made me want to strangle Hong Kong Phooey. This adventure manages to cram in a rivalry, a love story, and, of course, the tale of an abomination: a rabbit that wants cheese. The climactic chase gives off a flurry of film references, but it never loses its sense of humor, especially when it comes to the dog fight.

70. Out of the Past (Jacques Tourneur, 1947)

It's something we all fear. That someone dear to us is not who they claim to be. Where some movies meditate on that fear and the volatile nature of identity (see #29), this one focuses on the return to the criminal underworld. The requisite femme fatale, here played by Jane Greer, surprises us with her strength and vulnerability, while the hero, in traditional noir form, remains two steps ahead of everyone else. The ending here is tragic, and the final gesture is wonderfully ambiguous.

69. Goodfellas (Martin Scorsese, 1990)

It has become the definitive mob movie. Though The Godfather is more iconic, this gritty look at everyday life is far more dynamic. This is the film where I first began to realize the importance of good editing (has Thelma Schoonmaker ever been better?). Early long shots give way to rapid fire editing as we watch a man destroy himself. This also stands as a landmark in the use of soundtracks. It's hard to hear "Layla" without thinking of a body in a meat locker now.

68. All Quiet on the Western Front (Lewis Milestone, 1930)

A film from the German perspective in the 30's. I have little doubt that this one stayed in the vaults for a few years after it was first released, but the work has deserved every bit of credit it has received. The film from the point of view of the average soldier has become a staple of Hollywood with Platoon and Jarhead representing the horror and boredom of their respective wars.

67. Airplane! (David Zucker, Jim Abrahams, Jerry Zucker, 1980)

Every time I talk about this film with a friend of mine, he reminds me of a story from the editor's room. Apparently, this film was originally designed to be significantly longer, but test audiences rejected it. And so ZAZ decided to cut out every line that wasn't a joke. The maneuver has sealed this film's place in history for sheer hilarity. Of course references to disco and Kareem Abdul-Jabbar come off as dated now, but it's hard to beat Julie Hagerty giving fellatio to a blow-up doll or Barbara Billingsley talking jive. This is the film that launched a million retarded conversations, almost always involving the word "surely." And yet you can't hold it against the film that it was so good.

66. Miller’s Crossing (Joel Coen, 1990)

One of the Coen Brothers' greatest achievements is in always creating a great variety of memorable characters. By expanding their canvas from the small personal tales of Blood Simple and Raising Arizona, the Coens only expand our pleasure as we watch Tom Reagan, Johnny Caspar, and Leo O'Bannon play out the Dashiell Hammett plots. Loosely based on "Red Harvest," this tale has enough double and triple crosses for three movies, but its the simple pleasures that make this great. The image of Albert Finney standing in the street in a bathrobe firing a machine gun as opera plays on the soundtrack ranks among the Coens' best moments.

65. Adaptation. (Spike Jonze, 2002)

It's easy to be meta. Just ask the people behind Bewitched. What is much more difficult is to create a meta movie that works on an emotional level. Where Charlie Kaufman tried to dig into John Malkovich's head before, here he digs into his own head. He isn't very merciful in his presentation of himself as a self-pitying loser, but he gives himself redemption. Bonus points for inventing a co-writer you can blame for the intentionally terrible finale.

64. Dog Day Afternoon (Sidney Lumet, 1975)

Al Pacino's best performance. There, I said it. He gives the image of a very different sort of bank robber. Instead of Danny Ocean, we get a desperate man who hastily and unsuccessfully tries to rob a local bank. What amazes even more is the reason for the heist, something so tender it helps to redefine the heist movie.

63. The Big Lebowski (Joel Coen, 1998)

It takes a lot to be the Coen Brothers' craziest movie. A pederast bowler named Jesus, a disabled millionaire with a pornstar for a wife, German nihilistic techno musicians, and Walter Sobchak make this film far and away the most bizarre film the Coens have yet made. Julianne Moore has her greatest moment as Maude Lebowski, Jeff Bridges defined his career as the Dude, and has Tara Reid ever had a more appropriate role?

62. Paths of Glory (Stanley Kubrick, 1957)

World War I was a fascinating war in the scope of modern warfare. In this strictly European war (excluding the US), the opponents had a respect for each other that has never been matched in any war since. This respect is played out in all its glory in the final scene of this film. The final scene has a humanity that is lacking in anything else Kubrick made. Sometimes I wish Kubrick made more scenes like that, but then I remember he wouldn't be Kubrick if he did.

61. The Empire Strikes Back (Irvin Kirshner, 1980)

Lord of the Rings may have it's whole trilogy here, but not so with George Lucas' creation. This entry into the Holy Trinity stands head and shoulders above most every fantasy film EVER. It's not only the darkness, but the overall elevation of the filmmaking. Lines like "I'm Luke Skywalker. I'm here to rescue you" have been excised from the script, leaving much better lines, and much better characters. The introductions of Yoda (as he was meant to be) and Lando, as well as Hoth, Dagoba, and Cloud City manage to expand upon the breadth of the original Star Wars and elevate it to a whole new level.

60. Brazil (Terry Gilliam, 1985)

Terry's finest hour takes us through a dystopia of . . . bureaucracy? Gilliam's odd camera angles and strange lighting have never felt more appropriate than in a film where the surreal start is mistaking Harry Buttle for the notorious plumber Harry Tuttle. Sam Lowry learns that disruption is bad for the system the hard way, and the final reveal still remains frightening.

59. The Asphalt Jungle (John Huston, 1950)

Sterling Hayden is yet another great actor left behind by time. He barely gets any mention for Dr. Strangelove, he only appears in The Godfather long enough to be shot by Michael Corleone, and his part in The Killing has always taken a backseat to Kubrick's time-bending narrative. This film showcases Hayden at his most charismatic, making what could have been a simple thug into a genuinely likable character. But Hayden isn't alone in this film. Jean Hagen and Sam Jaffe lend great support, and, as always, Huston brings the craft needed for a good bank heist.

58. The Elephant Man (David Lynch, 1980)

David Lynch can be amazingly simple when he wants to be. This tale of an outcast from society sets the archetype for all Lynch films to follow. We are left in the position of the gawker, silently judging John Merrick. Lynch dares us to try to understand Merrick, just as he dares us in later films to try to understand how perverted and cruel the world truly is. Additional credit should be given to Lynch for imbuing the frame with the vantage of a voyeur, make us feel dirty for wanting to watch what we watch.

57. Days of Heaven (Terrence Malick, 1978)

I had the fortune of seeing this for the first time on the big screen. I was captured by the silhouette of a train crossing a bridge, and the film never let me go. Watching this makes me wonder why Richard Gere doesn't give more good performances, and how Sam Shepard managed to fade into obscurity. Of course, the real stars here are Mallick and Néstor Almendros, whose sumptuous images erase any problems one may have with the plot. I don't even remember the plot. Only locusts, and a glass at the bottom of a river. And that train.

56. Carrie (Brian De Palma, 1976)

Brian De Palma makes beautiful movies. His brand of excess can enthrall the viewer, as in Dressed to Kill, or it can overwhelm, as in Body Double. Of course, he didn't help himself in Body Double by placing terrible actors in a contrived plot. Here, though, he gets an interesting plot, courtesy of Stephen King, and good acting, courtesy of Sissy Spacek and Piper Laurie. De Palma helped to rewrite the rules on horror here, adding that last scare that nobody saw coming. Part wish fulfillment, part Cinderella from Hell, the prom scene stands as a landmark in cinema.

55. McCabe and Mrs. Miller (Robert Altman, 1971)

I only saw one Altman film before his death, and two since. I haven't seen Nashville, so I cannot comment on its greatness. But this one is a western unlike any other I've seen. It's about development. Not the evolution of the west (see #12), but its humble origins without the hypermasculinity that lowers most other westerns. Capitalism, Altman says, was the driving force behind the development of the west. Men built cities just so they could own them, and women used whatever they could to get ahead. Of course, the beginning of the west couldn't happen without something else ending, in this case, a life. The final shot, from Julie Christie's point of view, leaves little hope for the future of good men in a world like this.

54. The 39 Steps (Alfred Hitchcock, 1935)

The peak of Hitch's British films, this adventure film puts North By Northwest to shame. Hitch makes wonderful use of the music in the film, and Robert Donat and Madeleine Carroll make a great romantic couple. The climax with Mr. Memory ranks among Hitchcock's best, and the revelation of the Professor's true identity is one for the ages.

53. Duck Soup (Leo McCarey, 1935)

What can you say about the film that saved Mickey Sachs' life (see # 35)? This was rejected upon it's first release into theaters. Some have blamed that on the lack of a romantic subplot, though I think that only helps this film. Without the need to hold up conventions, the Marx Brothers could only journey closer to the edge of sanity. From Harpo in the mirror to the lemon stand, this film can hardly be matched for comedy.

52. Men at Work (Mani Haghighi, 2006)

Sometimes minimalism is an extreme disadvantage. This film is an example of the best kind of minimalism. Four men each take a small descent into madness in this fight against nature. The reality of the situation never seems to come into question, as the action and futility of their efforts meshes nicely with the images of man's tiny size compared with nature. It all felt very Herzogian, in the best way possible.

51. Aguirre: The Wrath of God (Werner Herzog, 1972)

Speaking of Herzog, this film represents the high point of his career, closely following the overwhelming impact nature can have on a man. From the iconic first shot of men climbing down a mountain to the final scene of Aguirre ranting to a bunch of monkeys, the film strikes a note that Herzog has continued for his whole career. Kinski delivers a convincing portrayal of madness, but that doesn't seem that impressive if you know about Kinski offscreen.

50. The Manchurian Candidate (John Frankenheimer, 1962)

Has Sinatra ever been better? Or, for that matter, have Laurence Harvey or Angela Lansbury? One of the peak Cold War thrillers, this one exceeds others for its additional McCarthy satire and clever twists. Some scenes are a bit cheesy, but it puts the rest of the film into perspective.

49. Blazing Saddles (Mel Brooks, 1974)

This is a film remembered almost solely for the fact that it couldn't get made today. Our politically correct environment couldn't allow the sort of language used here. But that isn't what makes this a comedy classic. As much as Mel Brooks loves his racial slurs, it's his love of movies that makes this one that much better. From Hedley Lamarr to the banditos from The Treasure of the Sierra Madre to the zany finale, the film bristles with love of the medium. Speaking of the ending, this is the closest Brooks has ever come to Marx Brothers style anarchy. Not always a bad thing.

48. Ed Wood (Tim Burton, 1994)

The common complaint with Tim Burton is that he never can come up with a story fitting for his candy colored images. That statement may remain true, but Burton can still work a good story when it comes his way. Without the colors to distract us, the audience can witness Johnny Depp's best performance and Burton's love for this pioneer for terrible film. Watching Mars Attacks can tell you how much Wood's work influenced Burton's cinematic education. Watching this film can tell you how much he appreciates the lessons.

47. Jaws (Steven Spielberg, 1975)

The bifurcated narrative is always an interesting one. The first half of this film is pure horror, using clever editing to make us fear a shark we've never even seen. The second half is an action-adventure that follows three men on their quest to hunt down a shark we will eventually see. The key to the second half is the chemistry that people have tried to replicate ever since. The pairing of polar opposites, like Quint and Hooper, would normally come off as forced, but here it feels natural. Robert Shaw is the real backbone of the film as Qunit, and the Indianapolis Speech is one for the books. Of course, Quint's death is tragic, but what's even more tragic is that they made 3 sequels.

46. Blade Runner (Ridley Scott, 1982)

The first perversion of Phillip K. Dick to hit the big screen, this takes the existential drama of whether or not Deckard is a replicant and sidelines it for a noir tale of a bounty hunter and his victims. Of course that's not all this film does. It creates an original future, so devoid of life or beauty that it has its own perverse beauty. Harrison Ford has never been better, and Rutger Hauer is strangely charismatic in the final hunt. Wake Up. Time to die.

45. Stalag 17 (Billy Wilder, 1953)

The POW film has been a staple of cinema ever since Jean Renoir made The Grand Illusion. Of course, the other highlight from the Hollywood system is The Great Escape, but this one beats the all-star cast. William Holden cements any legacy he may have had as Sefton, and Billy Wilder keeps increasing his skills. There's a unique brand of patriotism here, advocating individualism and distrust of authority. It's the kind of patriotism we need right now, and William Holden should be the one to remind us.

44. Day for Night (Francois Truffaut, 1973)

Movies about movies are often tedious and boring. They're often too focused on the actors to realize there's more to a film than just the stars. Not so with this one, which is as fascinated by the technical aspects as it is with the relationships between the actors. The insight into the filmmaking process adds a level of humor and stands in stark contrast to the overly dramatic actors' lives.

43. M (Fritz Lang, 1931)

Lang's first venture into sound utilizes the new technology to its utmost. The combination of a musical cue to inform us of the killer's presence with the use of German Expressionism to show his havoc works brilliantly. Peter Lorre gives his best performance, with very few lines, and the portrayal of a paranoid city feels realistic, especially now.

42. Trouble in Paradise (Ernst Lubitsch, 1932)

They call it "the Lubitsch Touch" for a reason: because Lubitschian just doesn't sound right. Lubitsch had a way of combining drama and comedy that has gone unrivaled for over 70 years. The comedy is hardly physical, but more siutational. True love is spelled out by pickpockets in their various thefts. A man is able to con anyone who he meets, eventually slipping up by using the same grift twice. Everything, from the most touching romantic moment to the biggest laugh, feels genuine. You could hardly ask for more from a film like this.

41. The Night of the Hunter (Charles Laughton, 1955)

This film is amazingly dark, even by today's standards. Robert Mitchum delivers the best performance of his career as the ever-frightening Harry Powell. Charming as the fake preacher, Powell is a man on a mission, who will stop at nothing to get his money. Creative use of German Expressionism adds to the gloomy atmosphere, and it, along with the appearance of Lillian Gish, relates it to the past. Though it does eventually pull back from the edge of darkness, it lingers there long enough to put all other thrillers of the time to shame.

40. In the Mood for Love (Wong Kar Wai, 2000)

It's hard to appropriately show intimacy on film. Wong Kar Wai has mastered this art, giving us the warmest film I've ever seen. Reds and oranges dominate the color scheme but never overwhelm the viewer. The decision never to show the leads' respective spouses works perfectly, as both feel isolted by their lovers. The romance never climaxes, so to speak, leaving only an intimate friendship for the viewer to witness blossom. The film has unspeakable beauty, one that words could never properly do justice to.

39. The Best Years of Our Lives (William Wyler, 1946)

The Deer Hunter can only wish it was as good as this film. It expands its characters' dimensions, instead of turning them into stereotypes. Some men got ahead, some men didn't, and some men just never recovered from the war. Throughout the film, these men continue to demonstrate the camaraderie that war creates. And, as usual with a film about the American People, the film ends with a glint of hope for even the most down-trodden.

38. The Maltese Falcon (John Huston, 1941)

It took me three viewings to fully appreciate John Huston's first film. Perhaps its greatest asset is its lean structure. There is no scene that doesn't further the plot, even those that seem to be about character development. Peter Lorre, Sydney Greenstreet, Elisha Cook Jr., and especially Humphrey Bogart deliver iconic performances, with Bogart defining the skeptical romantic hero. This truly is the stuff that dreams of made of.

37. Flags of Our Fathers/Letters From Iwo Jima (Clint Eastwood, 2006)

Taken individually, these two films fall by the wayside. As a double feature, however, they stand as a thorough and intense vision of war. Clint Eastwood continues deconstructing the myths America was built upon and shows both sides of the same coin. The repetition of shots between the two films unites the Americans and Japanese in their humanity, allowing the content of the films to show the differences.

36. El Topo (Alejandro Jodorowsky, 1970)

Alejandro Jodorowski created this film to tell the story of his own artistic development. Though it works on that level, it also works as a straight gonzo western, or even as the sort of religious tale the film references so often. From a man with no arms carrying a man with no legs to a flaming pile of prairie dogs, this film is filled with indelible images. The midnight film could only go down from here.

35. Hannah and Her Sisters (Woody Allen, 1986)

Woody Allen has always had a knack for mixing the realistic with the absurd. This film is different from most other Allen films in that it follows multiple plot threads. This difference is key to its success. If you have a problem with any storyline, just wait and something else will come along. Lee and Elliot's affair feels real, giving the film emotional depth, while Mickey Sachs' search for religion gives the film much needed comic relief. And as bizarre as it is to think that Duck Soup could save somebody's life, Allen manages to pull it off surprisingly well. And you can't fault the man for liking the Marx Brothers.

34. The Great Dictator (Charlie Chaplin, 1940)

Chaplin tackles Hitler. A year before the USA entered into the war, Chaplin's parody of the Fuhrer reached our shores. In this film, Chaplin's traditional slapstick is toned down so that he could try his hand at a more overtly political message. The final speech comes off not as a political one but as a moral one. It was a cry for reason, one that went mostly unheeded where it needed to be heard the most. But there still is some comedy gold in there, such as the legendary globe scene. If there was ever a better representation of a dictator's inner desire, I have never seen it.

33. Fantasia (Ben Sharpsteen, 1940)

This was a fundamental building block in my cinematic education, and my first introduction to silent film. From the dancing mushrooms to hippos doing ballet, each part of the film floats on whimsy. The colorful embodiment of pure sound remains an idea that other artists only wish they could accomplish.

32. Once Upon a Time in the West (Sergio Leone, 1969)

The Man With No Name Trilogy clearly wasn't epic enough. This is where Leone hit his peak, and Henry Fonda proved he could do more than just be the nice guy. Leone's first film shot in America is great for what goes unsaid. The opening sequence begs for a single word at every turn, and Charles Bronson's face and harmonica do a better job of expressing his emotions than his words. Where Leone manages to succeed wildly is in combining Malick's eye for the scenery with an engaging storyline and great actors. Jason Robards and Claudia Cardinale are both at the top of their games, but everything takes a back seat to Leone's eye for detail. A gun poking through a poster or a windmill is all it takes to rivet us to our seats.

31. The Life Aquatic with Steve Zissou (Wes Anderson, 2004)

This is a film that unfolds upon multiple viewings. Upon first glance, this is yet another self-indulgent tale from Wes Anderson with far too many quirky aspects. Subsequent viewings reveal a film deeply rooted in fatherhood and the creation of a film. Willem Dafoe gives the best performance of his career, Jeff Goldblum is hilarious, and Owen Wilson proves that he may be able to act at some point soon.

30. This Is Spinal Tap (Rob Reiner, 1984)

There are some jokes here some people just won't get. If you don't listen to Led Zeppelin or Black Sabbath, then "Stonehenge" will be lost on you. If you don't listen to Aerosmith or AC/DC, then "Big Bottom" just seems silly. A cucumber wrapped in tin foil won't make any sense to some people. Hearing Nigel Tufnel talk about te blackness of the album cover is much more amusing if you've heard Bruce Dickinson talk about how deep Iron Maiden's lyrics are. These are jokes based in real life, and that makes them that much funnier. Of course, everyone can say "these go to 11," but the greatness of the film lies in gags like Derek Smalls stuck in a pod or the band getting lost on the way to the stage. But these go to 11.

29. A History of Violence (David Cronenberg, 2005)

David Cronenberg usually fabricates his monsters. They're based in the outrageous, as in Dead Ringers, or in technological advances beyond our grasp, as in Videodrome or The Fly. Cronenberg's monsters are scary. His scariest creation yet is Joey Cusack, a hitman hiding in plain sight. By taking the plot device that drove Out of the Past and plumbing its moral depths, Cronenberg has crafted a film that stands among the best quandaries into the nature of violence. Of course, the material has been covered before, but Cronenberg adds more to it. With themes of vengeance and forgiveness added in, there is enough material to warrant multiple viewings without the film getting old. And it's hard to deny both Ed Harris and William Hurt in full ham mode. They manage to make their roles tasty enough for us to swallow while still reminding us how unsavory their characters are.

28. Donnie Darko (Richard Kelly, 2001)

Though most people look down on it, I prefer the director's cut here. It adds an extra scene between Donnie and each member of his family, which creates emotional depth the original version was lacking. Of course, it also tries to make its mythology more explicit, which detracts from the original version. A difficult decision, but I prefer the more emotional version. It's the sort of amalgamation that people claim doesn't exist anymore. Part sci-fi, part teen drama, part romance and part black comedy, this film has something for everyone, but not enough to dominate the film. Extra credit for making a Patrick Swayze film I'll watch and a Drew Barrymore performance I like. Amazing what some people can do.

27. The Godfather (Francis Ford Coppola, 1972)

It's iconic from first frame to last. The horse's head in the bed, the hit on Sonny, the baptism. But even more than that are the small moments. Watching Tom Hagen walk down the street in Hollywood is a neglected moment that deserves attention for its sheer beauty. And its hard to deny the tenderness that comes from Michael's voyage to Italy. The film has everything, but specializes in the destruction of the American Dream. It would be heartbreaking if it weren't done so well.

26. Monty Python’s Life of Brian (Terry Jones, 1979)

It's a shame this doesn't get the credit it deserves. I myself admit to knowing every line from Holy Grail and neglecting Python's true masterpiece at times. But this one has an intelligence outside of the standard Python humor. The competition between rival rebellious factions is priceless both for the humor and the truth in the inanity of differences we fight over. It also has an actual ending, which Holy Grail can't really claim. The musical number is still a great sing-a-long. And without this film, we wouldn't have this little bit of dementia.

25. Lisztomania (Ken Russell, 1975)

Bizarre is an understatement in this film. When you have Ringo Starr playing the Pope, you've entered a whole other level. And how could I forget the image of Richard Wagner made up as Frankenstein, surrounded by the Hitler Youth, shooting a guitar/machine gun wildly? Or the guillotine designed for removing Franz Liszt's giant ceramic penis? What the film does brilliantly is give an overview of Liszt's life, with all details abstractly explained. It's one thing to say that Wagner stole from Liszt. It's clever and interesting to make Wagner into a vampire . . . with a leopard skin cape.

24. Eternal Sunshine of the Spotless Mind (Michel Gondry, 2004)

The common complaint about modern romances is a lack of originality. Screenwriters must constantly think of a way to create tension in a culture that doesn't keep people apart. Enter Charlie Kaufman. Kate Winslet and Jim Carrey play against type wonderfully, and Gondry directs with the whimsy this sort of story deserves. Minimal use of CGI helps the film reach an organic feeling that the film needs for to match the romance. And once again, we end on a note of hope. The relationship is probably doomed, but at least it will be fun while it lasts.

23. Yojimbo (Akira Kurosawa, 1962)

Since I first saw it, I've said that this is the funniest western ever produced. Loosely based on Dashiell Hammett's "Red Harvest," this doesn't even pretend to be a samurai tale. Toshiro Mifune sets the template for the modern cynical hero, as embodied by Clint Eastwood. And have I mentioned that it's the funniest western I've ever seen? It's a dark humor, but that's how I like it (see below).

22. The Usual Suspects (Brian Singer, 1995)

This is a film that reminds me why I love movies. It can put a smile on my face on any day. A combination of Hitchcock's McGuffin and Rashoman reveals how fickle any sort of truth can become in the wrong hands. We spend so much time focusing on the shootout on the boat that we forget the discrepancies in the story and the real villain. The first real exposure for Kevin Spacey and Benicio Del Toro shows a talent that Del Toro would use and Spacey would capitalize on. And Brian Singer reveals a talent he would later utilize to great effect in the X-Men films.

21. Women on the Verge of a Nervous Breakdown (Pedro Almodovar, 1988)

Watching this after All About My Mother, Talk to Her, and Bad Education, this comes as a revelation in the development of Almodovar. This is far more focused on a feminine perspective, and it's much looser and livelier. It exists in its own self-contained world (how many times can Carmen Maura have the same cab driver?), and it manages to make hilarious fun out of a burning bed. Gazpacho, anyone?

20. Alien (Ridley Scott, 1979)

Freud would have loved this film. Besides a standard monster film, it preys on our fear of violation. The creature doesn't merely eat its victims. It has a smaller mouth in its mouth that kills all who come across it. Kane is orally raped ang eventually dies in childbirth. Lambert appears to be raped by the alien's tail before it kills her. Sexual imagery constantly recurs in the film, making a horror film work on multiple levels. Of course, the creation of one of the great all time heroines doesn't hurt the film. And Ian Holm is just damn scary as Ash.

19. Inland Empire (David Lynch, 2006)

I thought I was ready. I'd gone through Lost Highway and Mulholland Dr. without too much trouble. Boy, was I wrong. This is a three hour epic of the subconscious. With approximately three storylines all revolving around Laura Dern in at least three roles, this is the sort of film that draws you in and never lets go. Its extensive run time gives Lynch ample opportunity to run from the pure joy of cinema to horrible fear of the unknown. And the ending leaves on a very confused high note. What more could you want from David Lynch?

18. The Matrix (Andy and Larry Wachowski, 1999)

Blockbusters don't create their own mythologies with hints of Christianity, Buddhism, and Alice in Wonderland. This film comes as an answer to everyone who says that there are no blockbusters with ambition or intelligence. Fluid use of CGI and a distinctive color palette make this a film worth watching over and over again.

17. Modern Times (Charlie Chaplin, 1936)

Chaplin speaks, and he says absolutely nothing. And yet this film is Chaplin's greatest social statement, a rebuke of our machine driven capitalist system. The only way the Tramp can succeed in this world is to escape it. Combine this sort of intelligence with some of Chaplin's greatest comedy, and you get the best silent film ever, made 9 years after The Jazz Singer.

16. The Silence of the Lambs (Jonathan Demme, 1991)

I've never met a census taker. I don't even know if they exist, or if everyone needs to mail in their forms. If there still are census takers, I feel sorry for them. Every person they will ever meet in their lives will quote Hannibal Lecter to them. He's one of the most quotable evildoers in the history of film, but that isn't a bad thing. Though it's Anthony Hopkins' career-defining performance that has branded those lines into our heads, it's Ted Tally's wonderful screenplay that created those words. Tally's script also gives us Buffalo Bill, Clarice Starling, and the only role Anthony Heald has ever played.

15. Bicycle Thieves (Vittorio De Sica, 1946)

The Best Years of Our Lives showed post-war America as a place where life could continue for most people unaffected. This shows Italy in the same period as a place where hope is spare. The only ones who prosper are thieves, and the only thieves who prosper are pros. As we follow one man around, we watch him slowly fall into despair. The film is heartbreaking, and the naturalistic performances and minimalist style perfectly fit this toned down, neo-realist masterpiece.

14. Citizen Kane (Orson Welles, 1941)

People often forget, with all the emphasis on how outstanding the art direction and cinematography are (Gregg Toland was far too good at his job), how great Orson Welles was as an actor in this film. The makeup team should also get enormous amounts of credit for convincingly turning Kane from a college dropout into an octogenarian, but it was Welles who sold it all to us. Welles pulled out all the stops here, putting in everything he knew how to do. It is the perfect film school film, from the deep focus shots to the deliberate placing of each character according to their imporance in the shot. But it's that core performance that keeps people coming back. That source of ambiguity and contradictions always leaves us wondering. Of course, he never really got a childhood. But the answer cannot be that simple. It is never that simple. There is always more to the picture than we can see. That is the lesson Welles wants us to learn, the one we never really take.

13. The Godfather Part II (Francis Ford Coppola, 1974)

A good sequel can stand on its own. A great sequel stands on its own while still building off of the original. The best sequel also gives the viewers insights into the origin story of characters in both films, and it sets up the action so that the two storylines interact. This film takes only a few key figures from the original and introduces a whole slew of new ones. But the greatest success of this film is its ability to deepen and expand on the themes of the original film. Before the American Dream was family first, everyone else second. Here, even family falls before business and revenge. That is the true image of America.

12. The Man Who Shot Liberty Valance (John Ford, 1962)

Long before Unforgiven, John Ford took to deconstructing the myths he spent so much time creating. But there's much more to this film than just that final scene. There is a compelling drama, great performances from John Wayne, Jimmy Stewart, and Lee Marvin, and a fascinating tale about the evolution of the Old West. The real heroes weren't the gun slingers. They were the people with the vision to make the west tame enough for everyone. But the people love a good story, and even the greatest minds need an exciting story to get the people's attention.

11. All About Eve (Joseph L. Mankiewicz, 1950)

The perfect script. Mankiewicz imbues every line with the sort of wit you would expect from the theater. George Sanders sets the standard for all critics on screen, Anne Baxter is the archetypal deceitful up-and-comer, and of course Bette Davis is the diva to end all divas. But more than the acting, this film is about the very nature of ambition and fear. Eve is the ultimate go-getter, the embodiment of the drive behind the American Dream. If you work hard enough, you too can sit atop the world as your friends lay helpless on the side of the road. It's all perfectly terrible, though captured wonderfully in Mankiewicz's screenplay.

10. The Third Man (Carol Reed, 1949)

"Like the fella says, in Italy for 30 years under the Borgias they had warfare, terror, murder, and bloodshed, but they produced Michelangelo, Leonardo da Vinci, and the Renaissance. In Switzerland they had brotherly love - they had 500 years of democracy and peace, and what did that produce? The cuckoo clock. So long Holly."

-- Harry Lime

I am a firm believer in the fact that all great films must have at least one perfect shot. This one has dozens. The final shot may be my favorite shot in all of cinema, and the score is a wonder to behold.

9. Manhattan (Woody Allen, 1979)

There's something new to discover about this film with each viewing. The first time you bask in the glow of Woody's humor. The black and white. George Gershwin. Marrying a lesbian. Second time it's Gordon Willis' cinematography. Eventually you start noticing how the editing fits the story and by then it's all over. As with most films on this list, there is hope at the end of this film. We don't always get a second chance, but Woody might. That's all he needs.

8. Seven Samurai (Akira Kurosawa, 1954)

It seems oddly appropriate that this was remade as a western. Though not as directly derived from the western as Yojimbo, this tale of a rural town in trouble is a direct descendant of John Ford's films. The tale is epic, but unlike other films this long, the emphasis is less on the scenery than on the characters who inhabit it. The time is spent both on the story and developing the characters who would later populate every imitator out there. Each samurai is given his own story, and the villagers are burdened with what would now be cliched identities. The girl who pretends to be a boy so she can get closer to the samurai and her overprotective father have become staples in modern cinema, in great part thanks to the skill with which Kurosawa brought them to life.

7. Fargo (Joel Coen, 1996)

This anti-noir film perfectly captures the essence of the films it takes as its inspiration. Instead of trying to make a new noir film, a la L.A. Confidential, this one follows a pregnant cop and a used car salesman in Minnesota. It's as far from the big city as possible, with the neon lights of the city replaced by the harsh blacks and whites of sun or darkness on the snow. Instead of the private eye who won't quit on the job, Marge Gunderson is able to take enough time out to meet up with Mike Yanagita. Steve Buscemi is the archetypal out of towner, and Peter Stomare is just scary in his silence. The film is absolutely perfect, and easily the best film in 25 years.

6. Taxi Driver (Martin Scorsese, 1976)

There's no room for heroes anymore. Anyone who wants to be is clearly crazy. Travis Bickle wants to be a hero. Since he can't do that, he slowly goes crazy. Scorsese's filmmaking is at once intimate and removed. Slow zooms, pans, and camera movements show a cool detachment from the story the camera captures. But at the same time, we often see the world from Travis' perspective. A slow zoom into a glass of antacid perfectly captures the essence of the film. We are not detached. Travis is detached. No matter how much we try to keep in touch with this world, we are always at a remove because Travis is always at a remove. This the the camerawork of a man gone mad. And I mean that in the best way possible. Paul Schrader's script shows a world in decay, combining both biblical and mythological references to Hell to show us that everyone is there. Travis may fight to get out, but he will never truly escape. Everyone is there, and there's nothing we can do about it.

5. Network (Sidney Lumet, 1976)

This film has dated terribly. Patty Hearst and Mao Tse-tung seem like old hat, even as Paddy Chayefsky's prophecies are ever more like reality television. But there is more to this film than just Howard Beale shouting at people. The romance between Diana Christensen and Max Schumacher tells the story of two generations. That William Holden was one of the last remnants of Old Hollywood, and Faye Dunaway, as Bonnie Parker, heralded in the new school, it becomes less a traditional romance as comment on the evolution of cinema. Diana is a product of the medium she now runs. She wants to branch out into non-traditional programming, including a show focused on terrorists and Howard Beale preaching the "truth" to the masses. She doesn't care for the people she deals with. She just wants the finished product. Max is less concerned with product than process. He knows people in the business and cares for them on a basic level. He thinks his medium is going to Hell, but he doesn't want to see his friends get hurt on the way. The new generation rarely cares about the old generation. Talkies often left silent stars in the dust, and independent film has become the place where Hollywood legends go to die. This film captures that dynamic in a simple relationship. That plotline, though less remembered, helps to keep the film together and watch the transition from the old guard to the new school.

4. Vertigo (Alfred Hitchcock, 1958)

There is a great story about the origin of this film: Pierre Boileau and Thomas Narcejac, who wrote the novel upon which it was based, only wrote it after learning that Hitchcock was interested in adapting an earlier novel, which became Diabolique. They wrote the novel for the sole purpose of having Hitch adapt it for the big screen. Hitch always loved suspense more than surprise, and this love is writ large as we witness the second half of the film, not from the perspective of Scotty, but of Judy. At some point he must find out. There can be no other way. But what will he do? That is what makes the ending so suspenseful. My biggest complaint with Rear Window is that the ending lacks any real suspense. It feels slightly contrived, so we know where it's going. Here, anything can and will happen. That air of possibility is something many Hitchcock films lack, which makes this one so much more special. But there's more to the film than just the story. Everything in this film borders on perfection. Bernard Herrmann creates his best score, and the color is beautifully saturated, perfect for this surreal tale. The acting is top notch, from Jimmy Stewart on down, but the real star here is Hitch making his most personal film. I can only wish more films were like this.

3. 2001: A Space Odyssey (Stanley Kubrick, 1968)

This is cinema in its purest form. A philosophical journey from the evolution into man to the evolution beyond man, this film has a serene beauty that has never been matched. The use of music here is phenomenal, with each selection perfectly matching its corresponding scene (spaceships never seemed so graceful as when dancing to the Bule Danube). A computer gets scared and acts like a jealous girlfriend. If it weren't so frightening, it would be hilarious. John Hoesli's art direction is what succeeds most in this film. It's less that each image is captured with beauty than that each image is created with beauty. From the sunrise over the African horizon to the images of the inside and outside of the spaceship, to the perfectly designed bedroom to the Starchild, each image feels like it was created. As if that's what cinema should and can be. Less capturing and more creating. Stanley Kubrick did not capture the future. He created it. Kubrick wasn't reaching for the stars so much as pushing the boundary of his medium. It's about the evolution of film. At the time when Hollywood was shifting away from creation and more towards the capturing of everyday life, Kubrick made this, almost in protest. We can live our lives when we're not watching film. When we're in the cinema, we need to be shown something original. Something created. Kubrick did that. He will be missed.

2. Sunset Blvd. (Billy Wilder, 1950)

Last December, Dennis over at Sergio Leone and the Infield Fly Rule posted a question about my favorite movie about Hollywood. I answered the following:

Sunset Boulevard is the ultimate Hollywood movie. Because if you're not William Holden, then you're Joe Gillis. And if you are William Holden, it won't be too long until you're Norma Desmond.

I still feel that this is one of the best things I've written on this blog, mostly because it's just so true. Hollywood can be a cruel place, but ones own delusions are crueler. William Holden gives the best performance of his career (in his fifth appearance on this list), and Gloria Swanson delivers the best female performance I've ever seen. Her unique type of insanity is sold to use with just enough sympathy for the audience to wish she could snap out of it. Jack Webb and Nancy Olson give great performances as well, but the true star of the show is Hollywood. The Waxworks, as Joe likes to call them, give a fair synopsis of what old Hollywood has become. The use of people like Buster Keaton, Erich von Stroheim, and Cecil B. DeMille gives the film an authentic feel, and surreal touches like a monkey's funeral and a house without doorknobs tell the story of Norma Desmond without us needing to be told too much. This still remains a writer's film, with such touches as the monkey leaving just as Joe enters and the fact that Max was once Mr. Desmond. Though the banter cannot compete with the same year's All About Eve, the rest of the script, as well as the direction and acting, make this film easily the Best Picture of 1950.

1. Dr. Strangelove (Stanley Kubrick, 1964)

The Cold War Is Over. We Won. With the threat of terrorism instead of the Reds, the idea of Mutually Assured Dstruction is almost unimaginable. But that's about the only thing that has dated in Kubrick's sublime tale of nukes on the loose. The most prevalent theme here is that of war as sexual aggression. Every name is loaded, from General Buck Turgidson to President Merkin Muffley to General Jack D. Ripper to Major "King" Kong to Russian Ambassador Sadesky. General Ripper constantly smokes a cigar and holds a long microphone. The bomb is . . . well, I shouldn't have to explain that one. And did I mention that the only woman who appears in the film is a Playboy centerfold who is very "intimate" with various military officials? But there's more than just sex on the brain. The script is positively hilarious, and every cast member, including James Earl Jones in his first film role, is at the top of their game. The film also taught me a great deal about different types of shot compositions. Scenes in the war room are dominated by wide angle shots, while scenes in the bomber plane are primarily shot in close-ups. But this whole film would not be possible without Peter Sellers, in the greatest performance ever. He uses three different accents for three completely different characters. Lionel Mandrake is the typical English pansy, President Muffley tries to be the ultimate peace keeper, and Dr. Strangelove is completely insane (and apparently hasn't given up his old Nazi ways). I paid to see this on the big screen twice in one day. It was the greatest movie going experience of my life. This film is magical, even if the situation has dated itself. It is the perfect film.