Uncle Orson's All-time Film List • Best Films Ever Made • My Other Favorite Films • Movies that made a lot of money that are pretty horrible • Critic-adored movies that I despise • Worst Movies Ever • Worst Directors of All Time

To make this list, a film had to move me deeply or entertain me greatly on first viewing, and continue to move me and entertain me upon repeat viewings in later years. The first twenty or so are roughly in order of importance to me; after that, the order of the rest could be shuffled a bit without harm. I mean, can I really say that Hudsucker Proxy is "better" than The Man Who Would Be King? Of course not. But I can say that Man for All Seasons is more important to me than any other movie in my life, though the next few aren't far behind.

1. A Man for All Seasons

This is the reason stories are worth telling. They show us the cost of virtue, as well as the rewards. They let us live lives of such towering nobility that our own lives could never touch them. Robert Bolt's writing here is eloquent, almost (but not quite) to the point of being epigrammatic; his Thomas More is righteous without being self-righteous (or at least being aware of the possibility, and shunning it when he can). The family is complicated; the politics are clear; the period well evoked. And the performances, ah, they sing.

2. Far from the Madding Crowd

In a way, the opposite of Man for All Seasons, this Julie Christie/Terence Stamp/Alan Bates film, based on a novel by Thomas Hardy, shows us the cost of a life lived selfishly, and how redemption comes from the faithful love of someone good. This immersion in the life of the Wessex countryside is the most perfect adaptation of the feel and purpose of a novel I've ever seen. I could dwell within this film's world forever.

3. It's a Wonderful Life

This movie is astonishingly dark (like all the best Christmas movies). Validation only matters in the face of despair. Jimmy Stewart's character is trapped and lost within his community, longs to get away -- and yet he is the very person who sustains it. Not alone, but important enough that without him, it would be destroyed. More important, the town George Bailey sacrifices for is worth it -- it's a good and happy place, so his sacrifice was not wasted. (In a way, my own "Unaccompanied Sonata" is the same story.) The Hollywood cliche these days, on the other hand, is that small towns and committed communities are evil and should be destroyed -- as in Pleasantville and American Beauty. Of course this is a lie, because the "small town" they invariably show is Hollywood -- a society dominated by hypocritical people who are more concerned about whether other people are obeying the rules than whether they actually live by any rules themselves.

4. A Lion in Winter

In some ways, this film is dated, like the James Goldman play it was based on. The influence of Albee is clear, but it doesn't matter. The dialogue sizzles, concealing the fact that the story is pure soap opera. After seeing the Laurence Fishburne/Stockard Channing production on Broadway, I realized just how important it was that the film had brilliantly talented actors in the roles of Philip, Richard, Geoffrey, and John -- especially Anthony Hopkins's Richard and Timothy Dalton's Philip. The sons in the Broadway production were simply awful -- empty costumes -- and I realized that no matter how dryly witty Eleanor is and how powerful Henry is, if the boys aren't believable, there's no story. In the film, the boys are great and so Peter O'Toole and Katherine Hepburn are able not only to be personally brilliant but also to bring off a moving story.

5. Silverado

Kasdan set out to create The Western, with all the cliches firmly in place, and to do it, not as parody, but as paradigm. He succeeded. This cast of actors may be the best ever assembled for a single movie (with Linda Hunt at her bewitching best as the conscience of the story), with the result that instead of feeling like most ensemble films do -- that everybody played bit parts and nobody was the lead -- you leave this film feeling like everybody, even the Brian Dennehy "bad guy," was the star of the film. Kasdan is not the reliable moneymaker that studios might wish he were, but he aspires to greatness in every film and, as often as not, achieves it. Most important though is the fact that I love this film. If it's on, no matter at what point in the story, I can't keep from watching it right through to the end.

6. L.A. Story

This is not Steve Martin's best film -- that would be "All of Me" -- but it's this high on my list because it is truly a film of love and I am also in love with the magical L.A. that Martin creates here. Anyone can make magic with elves and fairies. Only a genius can make magic with freeway signs and ATM machines.

7. Poltergeist

I am so uninterested in horror. I can't believe I even went to see this film. I think I was coerced. But I'm glad. Because even though this has some of the standard tricks (Isn't the movie over? Wasn't the little girl saved? Why is it still going on? Why is the mother taking a bath when she ought to know the movie still isn't over?), it is still a powerful, truthful story about a family pulling together to save each other from the dangers brought into their lives by the sins of the surrounding society. In today's world, is there a story we need more?

8. The Player

People see this Altman masterwork as a Hollywood "inside" story, but I think it's broader and deeper than that. It's about fear and ambition, the two dueling forces driving life in business; it's also about deep loneliness, especially the loneliness that comes when you realize that nobody knows who you really are, and you don't dare let them know because if they truly understood you, they would hate you. Now, these "lessons" aren't smacked in your face. First and foremost this is a will-he-get-away-with-it story that never lets up, and Tim Robbins is astonishingly real, sort of a fragile Tom Hanks. And, yes, it is a dead-on portrayal of Hollywood business. When I first saw this movie, I hadn't attended any meetings with studio and network people or with producers and agents. Now I have. There are lots of wonderful people in Hollywood, trustworthy, creative, earnest -- but The Player is still an accurate description of the prevailing culture, where honest people have to keep their heads down. Plus, the film is funny.

9. Seven Brides for Seven Brothers

The greatest all-time movie musical. I'm a Lonesome Polecat, with its minimalist choreography, is one of the great musical numbers of all time. Sobbin' Women is thick with irony, capturing perfectly the premise of the original Stephen Vincent Benet story. Bless Your Beautiful Hide and Wonderful, Wonderful Day are flat-out fun to sing. The whole cast is a delight. Howard Keel's and Jane Powell's finest moments are in this show. And, yes, I can sing the whole score from memory. Except the piano parts.

10. All of Me

Steve Martin's The Jerk was the first of the "sophisticated-stooge" movies that led later to Waterboy, Ace Ventura, Dumb and Dumber ... oh, heck, I can't list them all. Basically the whole career of Adam Sandler, Jim Carrey, and the Farrelly Brothers. But unlike Jim Carrey and the Farrelly Brothers (Adam Sandler still has hope), Steve Martin went on to prove that he really wanted to tell true and powerful stories, not just desperately try to shock us into laughing. "All of Me" is his finest achievement so far, as an actor and filmmaker. Steve Martin is so good that I actually catch myself thinking how brilliant Lily Tomlin's performance was -- as half of Steve Martin's body. I had to slap myself to remember that Steve Martin played both halves. Meanwhile, how do I get off saying that All of Me is a better movie than L.A. Story, and then put it a few slots lower on my list? Simple: L.A. Story has greater resonance in my heart -- I love it more -- and this is my list. But I love All of Me a lot, and let's face it, nobody but Steve Martin has earned two places in my top-ten list.

11. Groundhog Day

I don't actually enjoy Bill Murray. Every time I see him appear on a screen, I have to work to keep watching. Nothing about his talent, it's personal. He just looks like he hasn't had enough people slap him in his life, and nobody's going to now, either. Add to that the fact that Andie MacDowell is the ultimate anti-personality, sucking the life out of everything she's in, and I can't help but wonder why I love this movie so much. The answer is: The story is brilliantly written, riding each gag until the exact last time it is funny, and then going on. This movie touches every base, misses no opportunities. And, perhaps most important, it is not a romance between these two unlovable actors, it is a romance between one unlovable actor and the town that he comes to love. In a way, this is the same story as It's a Wonderful Life: A guy who just wants to get away and go somewhere else is stuck in a town so he can become their savior -- and by doing this, both he and the town become worth saving.

12. The Human Comedy

William Saroyan's story could be cynical -- it taps into all the cliches of the wartime movie. But Saroyan means what he's saying, and he wrote it -- and this film was produced -- in the dark days of World War II, when the most important thing that happened in any small town was the delivery of the telegram saying, "We regret to inform you that your son ..." I bawl my eyes out, mostly because the story is so important and true, but partly because I mourn that we have lost the ability, as a people, to embrace these values. Most of us still do, privately, but today the love of community values is the love that dares not speak its name.

13. Howard's End

Most of these Merchant-Ivory films have a kind of austerity and restraint that keeps them from winning our hearts as well as our minds. Howard's End, however, has something that the others have lacked: Emma Thompson. Is there a more naturally warm actor working in film today? Her characters never seem to be putting themselves forward. They are genuinely interested in other people. A sort of deep goodness. Put a colder actress in the lead and this movie simply doesn't work. She's the magic. Then add the fine performances by the rest of the cast, the beautiful adaptation of the story, and sensitive, finely tuned direction, and you have a masterpiece that makes you desperately unhappy and in love and wistful and all the other emotions this story asks for.

14. Sixth Sense

For many months I refused to see this movie because I had heard the premise and realized that because this film existed, my own novel Lost Boys could never be filmed. But I finally broke down and actually saw it, and ... sure, the writing and directing are good (though somebody ought to persuade this filmmaker that when it comes to "cool shots," less is more -- he has a way of leaping in front of his actors and saying, "Did you see how cool my directing is?"), but the reason this film works so extraordinarily well is the actors. Haley Joel Osment is a child actor in the same exalted league as Jackie Cooper, Roddy McDowell, Ricky Schroeder, Henry Thomas, and Elijah Wood. And ... maybe he's the best of them. Add to his performance Bruce Willis's charm and grace (has anybody else noticed that Willis is a likable Jack Nicholson?), and Toni Collette's portrayal of the mother moves her into the position that Meryl Streep only pretends to fill -- the actress who can make any character work.

15. Nobody's Fool

Richard Russo is one of the best contemporary American storytellers, and Nobody's Fool is one of his best novels. This film is not only absolutely faithful to the novel in both story and quality, it is also a brilliant film in its own right. Paul Newman has always been one of our best actors, but in his old age he is only getting better. The supporting cast is amazing -- including Bruce Willis at his best (and his best is very good) and Jessica Tandy, Melanie Griffith, Dylan Walsh, and ... let's face it, everybody's good. So not only is it a story of great charm and depth, but also it is an example of acting and writing and directing perfectly melded.

16. Ferris Bueller's Day Off

A John Hughes film on this list? Yep. Not my choice. I can't help it that the guy who wrote Curly Sue and Home Alone 2 also wrote and directed this classic. Because no matter how many times I see it, I can watch it again. Matthew Broderick at his best, and Mia Sara, Alan Ruck, Jeffrey Jones, Jennifer Grey, Charlie Sheen, Ben Stein, and the rest of the cast are dead on. I still laugh out loud when Jennifer Grey holds up the wallet, when the girl offers the vice-principal the soft gummy bears, when Alan Ruck pretends to be dead. Everything is dead on. You see, the miracle of film is that even after somebody like John Hughes decides to sell out completely, and utterly loses any sense of truth he ever had, cannot erase the masterpiece that showed what was once inside him. Once upon a time, the name "John Hughes" on a film was not the kiss of death.

17. Grand Canyon

Lawrence and Meg Kasdan wrote the truest, realest movie about contemporary American life -- about how personal values still survive even in our corrupt age. The relationships among this network of characters -- Steve Martin as the producer who can't hold onto his own epiphany, Kevin Kline as the earnest guy trying to be decent even as he is tempted to throw it all away, Danny Glover as a man who takes responsibility as his natural right, Mary McDonnell as the baby-hungry mother, Alfre Woodard as the mother who feels her son slipping away -- are clear, real, and important. Yes, the characters are meant to be iconic, to a degree, but the Kasdan's never allowed them to slip over the line into unreality -- they remain themselves.

18. Young Frankenstein

The most quotable film ever. Yeah, even more than Monty Python and the Holy Grail. If you've seen it, you know that this is one of the funniest movies of all time. It has no meaning beyond itself. It doesn't need any. Gene Wilder, Terri Garr, Marty Feldman, Madeline Kahn, Peter Boyle, and Cloris Leachman are at their brilliant best, and because this is so much better than most of Mel Brooks's scripts, one can only conclude that Gene Wilder's co-writing credit made an important difference. "Puttin' on the Ritz" has never been sung better than in this movie, and the same is true of "Ah! Sweet Mystery of Life." Walk this way. How about a roll in the hay? Stay close to the candles, the stairway is treacherous....

19. Sense & Sensibility (Emma Thompson version)

For a long time I told people that I thought "Persuasion" was the best of the spate of Jane Austen films. And in some ways, it was -- natural light, wonderful acting, and one of the best of Austen's stories. But over the years, I've realized that when I think back on the Jane Austen movies, I flash on two moments as the most memorable: The wretchedly wrong picnic scene in Emma where it was clear that nobody involved in the movie understood one damn thing about the story, and the gorgeous, perfect, exquisitely earned moment in Sense and Sensibility where Emma Thompson bursts into tears. Has there been a finer moment of acting performance ever? It's not that she cries -- it's how she cries, and how she has made us understand why she cries, and the perfect timing and degree and ... and she also wrote this script. In the end, you see, much as I love some of the other Austen adaptations (even, perhaps especially, "Clueless," because those moviemakers got it!), it is Emma Thompson's great performance and adaptation that won my heart.

20. My Best Friend's Wedding

The best musical film in thirty years. And they didn't even call it a musical! Julia Roberts is wonderful, as are Dermot Mulroney and Rupert Everett, but it is Cameron Diaz's radiant, generous performance that drives this story. About halfway through, you begin to realize you don't want Julia Roberts to win. You don't want the star to succeed! What is going on? This is impossible! They're going to let her get the guy back, and I don't want her to! And then they make it all turn out right. Including the last-minute, reshot ending that gives Julia Roberts's character just enough redemption that we are truly happy coming out of the theater. I think this is a classic -- and it breaks so many "rules" that I think it should be required that any jerk in Hollywood who says "You can't do that" should be forced to rewatch this film and remember that if you do it right, there are no rules.

21. Babe

This movie gave me some of my favorite moments in my movie-watching life. And it's talking animals, for pete's sake! The singing mice. The duck popping up to look through the window. The secret of the sheep. This movie takes Animal Farm and realizes the possibilities that never crossed poor stodgy George Orwell's allegory-ridden mind.

22. Heaven Can Wait (Warren Beatty version)

Obnoxious as Warren Beatty's self-righteous and deeply stupid politics might be, and astonishingly selfish as he seems to have been for most of his adult life, the fact remains that he's a wonderful actor and he sometimes causes wonderful films to come into existence. This is a remake, of course, but it's an inspired one, with a script by Elaine May and Beatty (forgive me if I assume that May did all the typing) and direction by Beatty and Buck Henry. Casting was perfect -- this may be Jack Warden's best role -- and even in relatively small roles, actors like Julie Christie, Charles Grodin, and Dyan Cannon, everybody is at their best. It's funny, it's tender, it's sweet.

23. Big

Tom Hanks has given us some great performances in the years since he made this film, but this one will live on in my memory as the movie that most depended on our loving Tom Hanks -- and he pulled it off. But what matters most is that he was teamed with two child actors, Jared Rushton and David Moscow, and one adult, Elizabeth Perkins, whose performances were not a whit less loving and winsome and perfect. It's a fantasy, with a fundamentally lame premise, but this one works, not just because Gary Ross's script is more inventive and truthful than any of the other child-in-an-adult-body films, but also because the actors and director together filled it with love and truth. You think my review is mawkish? Heck yeah. But whatever else they do in their careers, I'll never forget that these people made this film.

24. The Apartment

One of the all-time great romantic comedies, which does double-duty as a satire on corporate life. Shirley MacLaine back when she was an actress instead of an institution, with Jack Lemmon at his nebbishy best, doing the Woody Allen character better than Woody Allen ever did it.

25. The Usual Suspects

I was fooled, but unlike the cheap surprise in The Crying Game, this "reveal" absolutely transformed the story and made it deeper and richer and scarier. Which is weird -- just when the film ends, you are more afraid? This movie achieves a hero/villain with the same stature as the title character of the classic novel Arslan. Apart from Benicio del Toro's incomprehensible dialogue -- he has a Ph.D. from Mumble School -- all the performances were great. And you can watch it more than once, even after you know the surprise, even after you've checked to make sure they didn't cheat -- it's still a terrific movie. Kevin Spacey got his first Oscar for his role in this film, and deserved it.

26. Rebecca

The only film in which Laurence Olivier's coldness actually works for instead of against the film (do people really like his portrayal of Heathcliff? He tries, but he just can't chip through the ice). But it's Joan Fontaine and Judith Anderson who carry this film, as the girl who is lost in the new-to-her world of wealth and the housekeeper who torments her with memories of the first wife that she can never, never replace. George Sanders is also delightfully slimy as Rebecca's "cousin." Daphne du Maurier's original novel is wonderfully alive in this film version, which really does improve on a very good book -- not an easy thing to do.

27. Shane

A simple, private story, this is not in the epic western tradition that Silverado brought to its peak and Unforgiven so brutally undid. This is the opposite of those films, a private story of a man trying to find his decency and failing, even though the people he leaves behind love him desperately, since they see his failure as success. If he had done no other work, Alan Ladd would deserve to be remembered for this role.

28. Singin' in the Rain

Satire has to be a good example of the thing it's satirizing, and Singin' in the Rain does the job. Does Gene Kelly realize how he is mocking his own excesses in other films? How the wonderful-phony ballet is a parody of the ballet sequences in his other films? And yet it's still a great ballet! Ditto with everything else. Donald O'Conner nearly steals the movie in the best performance of his career, but it's Jean Hagen who actually steals it. There's hardly a line in the show that isn't quotable. And it's still funny after all the times I've seen it. What ultimately makes it work, though, is that the story feels true -- it's about fear of losing your place when the world changes around you. We all feel it. Even as we laugh at her and mock her, the actress who will be destroyed by her own voice as sound comes into movies is also the emotional core of the story. She is the only one with anything to lose, and nasty as she is, she has a reason to be nasty. That truth is the source of all the humor.

29. The Matrix

I would stand in line for hours to avoid seeing kick-boxing movies, and that's what the promos made this look like. Not till I got it on DVD and tested it on the DVD player in my laptop did I realize how misleading the promos were. This is quite possibly the best smart sci-fi movie ever, or perhaps the smartest good sci-fi movie ever. Of course, I think Keanu Reeves is a terrific actor who absolutely can sustain both a character and a movie, and those who criticize him usually reveal themselves to be utterly ignorant of what it is an actor does or what good acting looks like. (Here's a clue: It doesn't look like acting. That's why Meryl Streep is a constant irritant to people who understand what acting is supposed to be, and why Keanu Reeves is so wonderful.) Keanu Reeves can hold his own on the same screen as Laurence Fishburne. How many actors can do that? Still, what matters here is not the action (though it's terrific) or the jeopardy (by the numbers as everything always happens at the last possible second) or even the metaphysics, though that's fun. It's the human life in a profoundly focused crisis, the struggle to get control of reality. We all live in the midst of that struggle, but only sci-fi can make it clear. That's what sci-fi is for, ultimately, and this is the best film I've ever seen at doing that job.

30. Gandhi

Yeah, it's long. So was Ghandi's life. Sure, it's a puff piece -- though the negatives do seep through (by the end, don't you feel pretty sure that being Ghandi's wife must have been horribly hard?). But Ghandi walked the walk, and his life mattered, and he changed the world. He actually lived the kind of life that usually has to be imagined in sci-fi or fantasy. And this film is beautifully done, with a brilliant, restrained, real, yet megawatt performance by Ben Kingsley. Like Linda Hunt, his body has kept him from playing a lot of the roles that would have made it clear he's one of the half dozen best film actors ever. But, also like Linda Hunt, whenever he's on the screen he elevates the material. And here, where he absolutely carries the movie, he is at his finest. Doubt me? Then imagine Kevin Costner or Nick Nolte delivering the speech to the man who wants to find a way out of hell, and you'll understand what I mean. Costner and Nolte are good actors, but they do not have the tools to do what Kingsley does with that brilliant scene.

31. Ghost

Hokey? Sure. I don't care. Even though the evil-spirit special effects were laughable, this movie works. The love story works. The financial plot works. The supernatural justice story works. And Whoopi Goldberg is at her very best -- funny, especially because she doesn't have the weight of the whole movie on her back. She is at her best in supporting roles. This is nothing bad about her -- some actors simply have to do the kind of part that weaves through the story instead of carrying it. Marty Feldman was in that category. Wise is the character actor who recognizes this and does not try to break his or her heart failing at trying to carry the story. You can't be a tenth as funny when you carry the story.

32. Twelve Monkeys

Terry Gilliam has a brilliant imagination and the devil's own time trying to find endings to his stories. This time he brings it off. Even eccentric artists occasionally make films that work from beginning to end. Everybody is at their best in this film -- Bruce Willis, Madeleine Stowe, Brad Pitt (he can't help being pretty and talented), and David Morse ... wow, David Morse. This is the first time I saw him in a film, and he is amazing. He doesn't have the leading man "look," but he has the great-actor talent. And if it feels weird to you, remember that this is one of the two best science fiction films, ever. The other one being The Matrix. It's not a coincidence that the two I think of as the best are so recent. Sci-fi is a young genre, and it got hung up on the monster thing for a long, long time. So even though written sci-fi is probably past its peak as a productive genre, film sci-fi is only just coming into its own.

33. The Hudsucker Proxy

You just have to see it to know why it's on this list. And some of you won't like it. The Coen brothers have an amazing track record of never having made a movie that somebody doesn't hate. So some of you will hate this, too. But I loved it, despite Jennifer Jason Leigh's annoyingly affected performance (Note to Ms. Leigh: It wasn't clipped speech that made His Girl Friday a brilliant comedy, it was great dialogue and good acting). What makes this work is the whimsy ("You know, for kids") and Tim Robbins's second-by-second perfection in the role of the innocent. Charles Durning as an angel is an inspired touch, too. I'm not a fan of the Coen brothers -- most of their work is unwatchably private -- but this movie works for me and keeps coming back to mind, again and again.

34. Immortal Beloved

I'm not a biopic fan. Especially when the hero is somebody whose only accomplishment is in the arts. I always suspect that the writer and director and actors are trying to take the mantle of genius upon themselves by association with the brilliant person whose life they're exploiting. This one is different. Bernard Rose's script, like Peter Schaffer's more-famous Amadeus, is an effort to explain an artist's life -- but Rose does not settle for explaining something as trivial as how the artist died (after all, everybody dies). What Rose does is explain why Beethoven lived the way he lived, why he was the man he was. As with Amadeus, much of the explanation comes from Beethoven's relationship with his father, but the story goes a long way past that to show how Beethoven's own choices, for good or ill, deformed his life and the lives of those around him even as he struggled to be a decent man and make his music. I never much cared for Beethoven's music -- it was overblown, I thought, and I admire restrained composers more (Satie, Bach, Copland). But as this story unfolded I came to love the music in the soundtrack because it all had meaning in a tortured but believable and, yes, noble life. Unforgettable.

35. The Man Who Would Be King

This film is so sad that I can't bear to watch the end. But I do love it all along the way. This is the performance of Sean Connery's career, and may well be Michael Caine's finest role as well. There is special magic in both of them as they move through Rudyard Kipling's great story, and John Huston was at his best as director and co-writer (with Gladys Hill). The visuals are amazing, but it's the characters that make it work. This is the classic tragedy that Aristotle spoke of -- so powerful that some of us can only stand to see the ending once.

36. An Affair to Remember

I keep hearing that the original, Love Affair (Irene Dunne and Charles Boyer, 1939), was better. And I know for a fact that the third version, with Annette Bening and Warren Beatty and Katharine Hepburn, was embarrassingly bad. This one, though, the Cary Grant/Deborah Kerr version, is the one I grew up on and the one I love. (I absolutely understood why all those women in Sleepless in Seattle loved this movie.) I get as annoyed as anybody by the pathetically lame musical numbers. But this film is part of my childhood and it has a permanent place in my heart, flaws and all.

37. Deep Impact

Michael Tolkin and Bruce Joel Rubin wrote the good asteroid movie (as opposed to Armageddon) -- which also happens to be the only really good disaster film. Good characters, well acted, in a well-paced film. Armageddon was more "fun" for those not jaded with phony jeopardy-increasing cliches, but Deep Impact has staying power. It's a real story, well told.

38. You've Got Mail

I loved the original Jimmy Stewart/Margaret Sullavan, Ernst Lubitsch's "The Shop Around the Corner." And there were a few things that annoyed me about this remake -- mostly the fact that the two main characters were in the midst of long-time affairs. But ... my quarrel is with contemporary elite culture, not with the movie that recorded it, and Nora Ephron's script is that impossible thing, an improvement on a flawless original. Making Meg Ryan the owner of the store got rid of the subplot of the store owner and his wife, which left room for developing the previous relationships and the loneliness that they entailed. Thus the Tom Hanks and Meg Ryan characters were far more developed than in the original, so they did not have to rely wholly on the charm of the actors (though Hanks and Ryan certainly have charm enough to bring it off if they had needed to). I love every minute of this movie and watch it again and again and cry several times and laugh many times and I have news for you, films like this are not chick flicks, they're grown-up movies.

39. My Man Godfrey (1936)

The 1950s remake with David Niven and June Allyson isn't bad, unless you've seen this one, which is marvelously funny, both as a record of and satire on its age. Carole Lombard is the best screen comedienne -- or comedian! -- of her time, and William Powell provides an absolutely believable core to this screwball comedy about a bum who is taken into a rich family's home as a butler.

40. Mister Roberts

Henry Fonda's greatest role (though it's a "still" role, in which the madness roils around his calm center), and James Cagney has a marvelous time chewing the scenery. Jack Lemmon gives the kind of comic performance that never loses our belief (if only Jim Carrey could catch on that sometimes you can remain human on screen and still be funny). And even though this is a war story that contains no war (except offscreen), it is one of the best of them. What people forget is that most people in the military in wartime have this kind of war, away from the action, doing jobs that are vital but separate and mostly safe. Yet they still have to deal with all the woes of military life, and with the sure knowledge that lives are on the line somewhere -- just not here. It's funny but it's real and the human issues extend way beyond the boundaries of the military.

41. Say Anything

Just at the time that John Hughes was losing his way in the teen film genre, Cameron Crowe emerged with Fast Times at Ridgemont High and, supremely, this movie. Despite a mannered performance by John Mahoney and Ione Skye's unshakeable blandness, the story triumphs with unforgettable performances by John Cusack, Joan Cusack, Lili Taylor, and a group of friends that are absolutely wonderful (the loser guys hanging out by the fence give us one of the great scenes in all of film). When John Cusack stands out by his car, playing a song by Peter Gabriel on a boom box in order to communicate with the girl he loves, who won't talk to him, if your heart doesn't break you have no soul. And the last lines, as the airplane takes off, are so simple, yet so deep, that you realize that you have been in the hands of a master filmmaker.

42. The Year of Living Dangerously

Linda Hunt won the Oscar, deservedly, for her brilliant, heart-rending performance as a young Indonesian man. (Just in case anyone starts thinking that cross-dressed performances like those in Tootsie, Shakespeare in Love, Mrs. Doubtfire, and The Crying Game were good, watch Linda Hunt in this film and realize that it's possible to do it perfectly -- so that those other films do not, in fact, contain "great acting," only showy acting in good or at least semi-fun scripts.) This wasn't a great financial hit, despite the presence of Mel Gibson and Sigourney Weaver, mostly because the story is bleak -- it's about the helplessness of westerners who think they can solve the problems of the world when they can't even begin to understand them. But if this cast had done no other work, they would have reason to be proud of their careers because it had this movie in it.

43. American Graffiti

George Lucas's best movie ... though one wonders how much of this movie was actually assembled by the editor, his then wife, who also edited Star Wars. In other words, every good movie Lucas ever made. No matter whom we give the credit to, this movie is absolutely a snapshot, not of the reality of its time, but of the nostalgia-driven icons of the generation just past (at the time the film was made). Accurate contemporary films are accidental; deliberate preserve-the-era films are nostalgic. And what a cast! The TV stars of the future, some of them in their last film appearance, though a few did go on to film success, too.

44. Raiders of the Lost Ark

The adventure film against which all other adventure films must be measured. Spielberg did a great job -- but without Harrison Ford, there isn't a movie, there isn't a franchise. Anybody want to see the Val Kilmer Indiana Jones? George Clooney? Hell, I'll even give you Tom Cruise! No takers? I didn't think so. Also, keep in mind that Raiders, like Jaws before it, got Spielberg a best-picture nomination from the Academy. He may not have won, but the nominators don't always miss the good ones.

45. Star Wars

Once upon a time, George Lucas made all our childhood dreams of space come true. The writing was funny, the actors had fun, and we loved it, even though we knew spaceships don't whooosh through space and if you close your eyes during a swordfight, you lose. I, for one, still love it, even though the holes in the story are obvious now, and I've seen better performances from everybody in this film. This was George Lucas's last good movie. (OK, I'll be optimistic and say "so far.") But it created the modern non-monster genre of science fiction in a way 2001 couldn't. Everybody else stands on Lucas's shoulders, because of this film.

46. The Empire Strikes Back

Lawrence Kasdan and Leigh Brackett cowrote this film with Lucas, and perhaps that's why this is, far and away, the best of the Star Wars movies (though, like most middle installments of trilogies, it made less money than the first and third). The third film, and then Fantum Mennis, pissed away the greatness that this film promised. But ... at least we still have this one to show us what the Star Wars series could have been, and ... no ewoks!

47. Being John Malkovich

Charlie Kaufman wrote one of the most weirdly inventive theatre pieces of the century, which only incidentally is also pretty good sci-fi in the Rod Serling tradition. The hallmark of this film, though, is extraordinarily generous, non-egocentric acting by the entire cast. Of course, John Cusack is always self-effacing on screen, but Cameron Diaz so subdues her normal dazzling screen persona that it took several minutes to realize who she was. And Malkovich himself does a brilliant performance -- a best-actor performance, no matter what the Academy says -- in which he portrays himself as something of a jerk. A tragic jerk, but a jerk nonetheless. And when Charlie Sheen comes on, as himself, playing Malkovich's even jerkier buddy -- well, all I can say is, never have the edges been so fuzzy between fantasy and reality, to delightful effect. I kept thinking: I wish I'd thought of that.

48. Butch Cassidy and the Sundance Kid

William Goldman's script made a great movie and probably would have even without Redford and Newman, but I'm just as glad we won't ever know, because with Redford and Newman the comedy is perfect and even the dark ending stays bright.

49. The Sting

The ultimate caper movie, with the audience as marks for a brilliant con. What works best for me, on reseeing it, is not the plot itself, or even the sterling performances by Paul Newman and Robert Redford as their stock Likeable Guy characters. It's the minor characters, the bit parts, the lush depth of casting that makes the world feel real.