Top 50 Films of the Decade: # 1 - 10

10.) Undertow (2004)

Directed by David Gordon Green

It’s no surprise Terrence Malick produced David Gordon Green's mythological road picture, about two brothers on the run from a greed-obsessed uncle (who may be their father, too), Undertow. His influences are just as evident here as the influence of Night of the Hunter, and it’s refreshing to see another filmmaker, who like Malick, doesn’t just film something beautiful for beauty’s sake. There is a purpose to cinematographer Tim Orr’s shots, and even though they are beautifully framed and conceived, they aren’t showy, blow-away shots that exist only to draw attention to how good the filmmakers are. These are shots that are designed to evoke mood – visually-poetic conceits that conjure up the danger and horrors found in the original Brothers Grimm stories – shots that always tell us something about the narrative, and help move the story along. Undertow is a refreshing thriller that embraces the ethereal qualities found in myths or fables, giving the viewer great locations (the opening six minuets of the film, the junkyard where Chris (Jaime Bell) and his brothers seek refuge) that are feasts for the eyes, and scenes of surprising warmth (the scene where Chris finds out that two waifish girls have tried to steal his coins, and instead of lunging at them in anger, he looks upon them with empathy as if to say: “we come from the same place”.) that showcase Green’s narrative skills in addition to his extremely creative and poetic eye. Undertow is David Gordon Green’s masterpiece.

9.) Mulholland Drive (2001)

Directed by David Lynch

What is it to dream?  It's frustrating and elusive...it's frustrating because it's elusive, and yet somehow David Lynch was able to make tangible the intangible, to make thinkable the unthinkable with his dreamy, intertextual, and multi-layered neo-noir Mulholland Drive.  Much has been discussed about the film in the blogosphere, and nary a soul exists anymore that doesn't know the clues to unlocking the film's secret; however, for the sake of brevity (I could write pages about this film, that's how much is packed into it) I will simply say this: to make a film that confuses and baffles, but thrills the hell out of you -- both aesthetically and narratively -- enough to make you want to go and devour a second and third helping of the film is a fete to not to be dismissed.  I think the film is Lynch's masterpiece as intricately weaves together elements of old Hollywood, filmmaking, Jungian theory, and a good old fashioned noir story about jealousy.  It's a special film because I still vividly remember my initial experience with this film in the theater, and how shaken and warped my mind felt.  And I remember popping the DVD in on my third or fourth viewing to look for the clues and I remember being thrilled to see Lynch not give the film DVD chapters, which seemed appropriate since our dreams don't have chapters to them to help make our remembering of things convenient.  

8.) 4 Months, 3 Weeks and 2 Days (2008)

Directed by Cristian Mungiu

This film is real. Painfully real, and as intense as any detective story or conventional thriller.  The film, about two roommates during the final years of a Communist regime in Romania who must deal with the horrifying ramifications of an illegal abortion, is so much more than its uber real aesthetic would lead you to believe. One scene really stands out: the dinner scene .  The scene involves Otilia -- one of the main characters who is helping her friend Gabriela get the abortion -- visiting her family for her mom's birthday and gathering around the table with them for dinner.  During the dinner Otilia is disengaged because of what she has just helped Gabriela "accomplish", and as her family engages in frivolous banter the scene takes on an added weight because we know what Otilia is feeling. The scene is shot in your basic medium shot, but Mungiu crams as much of her family into the frame as possible to give the viewer the sense of Otilia's being swallowed up by the absurdity of their conversation.  The film is masterful in its use of minimalist aesthetics, especially towards the end where the sound of a light switch being turned on and the sound of a light in the bathroom flickering is as frightening and intense as anything from a horror film.  The restraint throughout the film to use natural sound and not rely on a soundtrack to ratchet up emotions and tell the viewer how to feel makes for a much more intense experience.  There is no manipulating of emotions here with music cues or camera trickery. And the power of the final moments are something that I won't be able to shake for a long while.  As the two friends sit at a dinner table the sad irony of the final moments, and the dreadful quiet they sit in, engulfs the viewer and the filmmakers ask us to contemplate the events we just witnessed...and as Otilia looks to the camera we can't but think that Mungiu and co. are asking us: "Well, what you do?"  An ambiguous ending to a morally ambiguous film that offers up a difficult scenario without any easy resolutions.  This is the bravest kind of filmmaking, and the premier example of why Romanian churned out some of the most interesting films of the decade.  I can't wait to see what comes out of Romania in the next 10 years. 

7.) Pan's Labyrinth (2006)

Directed by Guillermo Del Toro

Reminiscent of Federico Fellini's brilliant blend of reality and dream, Guillermo Del Toro's fantasy/war film is one of the best meldings of the fantastical and the horrifyingly real.  Del Toro's highly innovative and imaginative tale about young Ofilia being forced to move with her mother to the "general's" house during post Civil War Spain in 1944 is both a tragic tale of growing out of your imagination and realizing the horrors of the real world, and an atmospheric fantasy/horror film where Ofilia tries to unlike the mystery of Pan's (a faun she meets who tells her that she is the princess of the underworld) labyrinth; a hedge maze outside of the general's mansion.  The film brilliantly cuts back and forth between the very real narrative of radicals in the war fighting the fascists, and Ofilia's adventures in the labyrinth; both come to a tragic conclusion inside the maze as Ofilia learns that her game that has distracted her from the horrors of her real life has become all too real.  Del Toro names Fellini's 8 1/2 as a major influence on one of the DVD specials to the film, and the otherworldly fantasy sequences are clear examples of a young director standing on the shoulders of giants and taking their influence and creating something that is wholly original and theirs.  The beautiful cinematography and the haunting score add to the experience of a film that blindsides you with its power because you think you're getting one kind of film, but it turns out to be something completely unexpected. 

6.) Le Fils/The Son (2002)

Directed by Jean-Pierre and Luc Dardenne

I think Roger Ebert said it best when he reviewed The Son upon its 2003 theatrical release: “All a critic can bring to it is admiration. It needs no insight or explanation.” So, what else is there to say then? If I say the film is brilliant, then how is it brilliant? That’s the thing about the films of the Dardenne Brothers, it’s not so much how it is brilliant – the aesthetics are your typical (seemingly) simple minimalist tactics: over the shoulder, voyeuristic tight shots, and long takes with no musical score to tap us on the shoulder and tell us it’s time to feel something – it’s the why that makes it different. The Dardenne’s make films about something. They rely on the audiences expectations that something has to happen, and then revel in letting things just play out with a total disregard for how popular film and television have trained us to see a scene. The Dardenne’s look at their subjects with the precision of an expert artisan; they measure, assay, and then proudly display to us their findings. And Ebert’s right, all one can do is show their admiration, because really, what filmmakers trust their audiences enough to understand that it is in the small, quiet moments of the banality of everyday life where the most profound truths can be discovered.  I've used this expression a lot in this countdown (and I'll use it again a few spots down the list), but this is the perfect example of the type of film that can elevate your soul to a new place and truly change the way you look at life.

5.) Kill Bill (2003/2004)

Directed by Quentin Tarantino

Quentin Tarantino's exhaustive epic is a love song to the genre he loved most growing up.  The film is not just a revenge film; not is it merely a pastiche of Tarantino's favorite kung-fu and gridnhouse films; rather, Kill Bill is an amazing example of the genius and ability of Tarantino to take such a niche genre and make it universally appealing.  That's the talent (and the charm) of Tarantino.  Uma Thurman's portrayal of The Bride -- a woman hellbent on revenge after her old hit squad buddies left her for dead on her wedding day -- is one of the best of the decade.  The first volume of the series is pure action.  A wonderfully entertaining action experience that has great set pieces, interesting aesthetics (his switch to anime for one sequence is inspired), and buckets of blood.  It's also great in establishing the Spaghetti Western motifs that Tarantino is indebted to here.  The second volume is where this epic film really shines.  Every chapter of volume two is some of Tarantino's greatest moments: The opening flashback to the wedding (in beautiful black and white), the burial scene (and the detail to sound during that scene; the way he briefly switches to 16mm to give the scene the appropriate claustrophobic feel), Pai Mai training Bee, Bud getting bit by a snake with "gargantuan" results, Elle getting her eye plucked, Bee finding out her daughter is still alive, Bill's monologue about the mythology of Superman (one of Tarantino's best bits of writing, and David Carradine's best bit of acting), and the final showdown. But the scene that stands out the most to me -- and the moment where you can see the maturation of Tarantino as a filmmaker -- is the very end with Bee on the bathroom floor weeping and laughing in a state of disbelief (disbelief that Bill is dead, that her daughter is back, that she's a mother now) that it's all over.  Tarantino films the scene high-up with a bird's eye showing Bee clutching a stuffed animal in laughing/crying in the fetal position.  She won.  Her arduous journey is over, and after having experienced it with her the audience can exhale for the first time, too. Volume 2 is the only film to get me to see it twice in the same day upon its theatrical release...so sure each volume can be watched separately and enjoyed for all the brilliant moments I mentioned above; however, for the film to truly be appreciated for the Leone-type epic that it is it needs to be seen as a whole. 

4.) Zodiac (2008)

Directed by David Fincher

Zodiac is a dark and nihilistic film that offers no simple resolution, answers, or reason for death. It excels on a frustrating and ambiguous narrative idea: not knowing who the Zodiac killer is, and never being able to find out. Or rather the broader, more overarching, theme that death is not only prevalent, but also constant, nonnegotiable, and impervious to our desire to understand it (or in the case of Zodiac decoding it.)...much like another 2007 film No Country for Old Men.  It is one of the most frustrating unsolved mysteries of all time, the Zodiac killer who went on a killing spree in San Francisco was never caught, and the film does a great job of capturing a city who wants to believe he has so they can go on living their lives (Don Siegal's Dirty Harry was essentially made to put the people of the Bay Area at ease). It is a film that doesn’t rely on the clichés of the thriller genre, jolting you with false scares and convenient clues; rather, it invites the audience to join the process of the investigation through every excruciating detail and bits of minutiae.With Zodiac David Fincher, in his most (thankfully) subdued film, gets across one key theme that may biot sound like it makes for a great cinematic experience: frustration. This is not an action packed, fast paced thriller; rather, it is a slow procedural that is authentic in its sets, costumes, and Harry Savides' cinematography perfectly captures and evokes the feel of a 1970’s crime drama (and shockingly all of those fantastic elements were created with green screens). It is Fincher's excruciating attention to detail that turned some off to the film, but I was thankful that Fincher went this route. With a case that spans almost two decades, with a killer who has never been caught, you cannot speed up the process. The film had to be slow, methodical, and accurate in its portrayal of the facts and the real life characters that poured their lives into this case, but that doesn’t mean the viewer watching Zodiac is ever bored or unengaged.It is that seemingly eternal frustration that haunts every frame of the film. I still get chills thinking about the way Fincher shoots the film's most gruesome murder against the beauty of the Bay Area.  The scene isn't gruesome because of gore, but because of the eerie juxtaposition of the violence and beautiful backdrop, and the horrifying irony of such a horrible act happening on such a beautiful day. Zodiac ranks up there with the best procedurals: All the President's Men, JFK, and The Insider.  It's certainly David Fincher's masterpiece.

3.) The New World (2005)

Directed by Terence Malick

Like the Dardenne's The Son, Terence Malick's The New World is also a film filled with such poetic beauty that it elevates the soul, only in Malick's case it's through its imagery and ambient music -- its dream like feel -- rather than the kind of stark honesty and minimalism the Dardenne's employ. I remember back in 1999 Martin Scorsese's comment on Ebert's show when they were talking about the best films of the 90's, and Scorsese was talking about Malick's film and how it gets us to ask: what is narrative?  He called The Thin Red Line "an endless picture", one that you can come in at on any moment and still appreciate its visual poetry.  The same can be said for the hypnotic The New World which centers around a typically poetic love story from Malick with his multiple voice overs that allows the viewer to float above the narrative -- giving us ample time to contemplate the material -- rather than feeling like they're swimming in it. It also contains other Malick staples: ambient music that evokes the feeling of the viewer wafting through the various locations (amazingly photographed by Emmanuel Lubezki), an always moving camera pushing through fields of bending blades of grass and wheat, and a kind of cosmological tragedy that befalls his couple; here being John Smith (Colin Farrell) and Pocahontas (Q’Orianka Kilcher). One of the most powerful things Malick does is juxtapose bother characters' experience in a foreign world: for Smith, his time with the Natives is translucent, and epiphianic dream where all subsequent experiences fall short, never crystallizing into the same moment of reverie; for Pocahontas the experience in Jamestown in nightmarish, the moment where she sees a different John Smith, one that must choose country and community over love.  Keith Ulrich rightfully called the film a "tone poem", and it's as hypnotic a film as I can remember ever seeing.  It's certainly on a par with Malick's dreamy war film The Thin Red Line, and those final moments chronicling Pocahontas' relenting to her life with John Rolfe (Chrisitan Bale) and leaving Smith behind is a sustained sequence of power and poignancy (I especially like the moment when Smith and Pocahontas are seeing each other one last time and the two walk through a garden and they appear as if they are walking in step with the music...which reminded me of Barry Lyndon) that 99% of filmmakers would fail to make work.  Terence Malick is one of two visual poets we have in American cinema (the other being Michael Mann), and his films are rare, visual experiences that should be treasured.

2.) Miami Vice (2006)

Directed by Michael Mann

There’s nothing more cliché than an action film about two cops who go undercover and infiltrate a drug cartel; and while undercover, one of the cops will no doubt get in too deep while the other cop can only question his partners commitment to the case. Such clichés are evident in almost all of Michael Mann’s films; however, he always sidesteps the banal inevitability of said clichés by taking a fresh look at the men who lead such lives through an introspective and microscopic lens. 2006 brought Miami Vice, a film popping with beautifully filmed colors, meticulously framed skylines, and, most importantly, the type of scrupulous itemization Mann loves to perform with his crimes films (just watch the way his characters create sing-songy dialogue with insider jargon). For Mann, it isn’t so much about the action, but about the “why” that these people are driven by and how they function in the world they live in. A lot of people find Mann’s brand of “action” films boring – too much exposition and long, lingering takes on unnecessary long shots – with not enough shoot ‘em up; I find them misunderstood, refreshing takes on tired genre tropes, and Miami Vice is one of the most misunderstood of all Mann’s films. Mann reminds me a lot of French New Wave master Jean-Pierre Melville, another director who loved the crime genre, but rarely was interested in the crime itself. Like Melville, Mann loves to create action scenes that are more about the nuances instead of trumped up action clichés. Mann's films have an uncanny ability to be simultaneously grounded in realism (the action scenes in this film), scenes that are palpable in their intimacy (look at the scenes quieter scenes between Sonny and Isabel, especially their "courting" process and specifically their scenes in Havana), but are also poetically striking; ethereal moments that leave you in awe of their visual splendor all while watching something that seems so capital r Real.  Miami Vice may have just been released at the wrong time of the year. Mass audiences wanted something more along the lines of Lethal Weapon or Bad Boys mixed with the campy, faux-serious nature of the original television show. They wanted to see the neon blazers, 80’s hair, and flamingos; but instead, Mann delivers one of his best films, and had the film been entitled something different, the populace might agree. It certainly ranks as one of his deepest, and most existential looks into the subject he loves to delve into, and it stands as my favorite film Mann has made.

1.) Inglourious Basterds (2009)

Directed by Quentin Tarantino

What else can I say about this that I haven't already expressed elsewhere on the blog?  How much fun is this movie?  How great is Christoph Waltz' performance?  How amazing is it that Tarantino twice this decade has the ability to create simultaneously a visceral entertainment, a 150+ minute film that feels like 90 minutes, and a film rich with cinematic allusion and subtext out of the remnants of dormant exploitation genres? How is it that Inglourious Basterds is the epitome of what movies should be?  If I wanted to even try and answer all of those questions I would have never been able to finish this post.  It's certainly the most brilliant film of the decade, and yes once it has time to establish itself even more, it may be considered one of the ten greatest American films ever made.

Top 50 Films of the Decade: # 11 - 20

20.) Me and You and Everyone We Know (2005)

Directed by Miranda July

Miranda July's whimsical fairy tale about fractured romance and oddity being sexy is probably the most memorable Sundance darling to be released this decade.  It's just quirky enough to be interesting without being grating, and it's just dark enough to delve into some humorous situations that are only funny because they're handled without vulgarity.  The film's opening, a father (the great John Hawkes...why doesn't he get more film roles?) trying to get the attention of his kids by lighting his hand on fire as some kind of parlor trick (only he uses gasoline, not alcohol), is one of the weirdest and most jarring openings to any film this past decade.  There's also a great moment when a character played by writer/director July walks down a street with Hawkes.  The two converse and as they continue their walk July pretends that they are married, and that the street is their timeline of events as a married couple.  As they stop to consider this half way through their walk she quips that their life is half over.  It doesn't do any kind of justice to explain the scene, but if you've seen it then you know why it works.  It's moments like that stand out and make this oddball film so memorable. 

19.) Punch-Drunk Love (2002)

Directed by Paul Thomas Anderson

I just wrote about this film...you can find my take on it here.  A sample:

Much is made of Punch-Drunk Love because of the Houdini-like feat of Anderson pulling a good performance out of Sandler; however, that's only part of the film's charm. I think people who solely look at the film from that perspective are missing some of the filmmaker's most interesting themes. This is a film about Barry's escape from the isolated, dark and drab existence into a more fulfilling and exhilarating one. The film is quite cerebral for the 90 minute comedy Anderson claimed it to be as Anderson uses music and color brilliantly to study more deeply the psyche of one his most interesting characters. The release of the 2007 film There Will Be Blood kind of erased this film from the memory of those who were so quick to call Anderson's 2007 film his masterpiece. I love There Will Be Blood and think it's one of the 30 best films of the decade, but it doesn't come close to Punch-Drunk Love, as complete and utterly beautiful and brilliant a film that Anderson has made. Where Blood overstayed its welcome by about 20 minutes Punch-Drunk Love stays just long enough on screen – balancing beautifully the idiosyncratic and the poignant – but lingers long after, creating one of the very best, and most aesthetically pleasing, films of the past decade.

18.) In Bruges (2008)

Directed by Martin McDonagh

Martin McDonagh's debut film In Bruges is a masterpiece. After seeing it three times now I am convinced that it not just one of the best surprises of the decade, but one of the most superbly written, too. It has all of the bite of a Coen brothers film, or hilarious vulgarity of a Tarantino script, but it has a heart and some poignancy that is rarely found in films of its ilk. Collin Farrel is simply amazing here, comfortable in his own language, it seems to me that he hasn't turned in a better performance since Minority Report or even his first real role in Tigerland. Brenden Gleeson is the wiser, older hitman Ken who is ordered to take Ray (Farrel) to the medieval city of Bruges (who is the real star of the film) so that they may lay low after a horrible occurrence of collateral damage shakes Ferrel to the point where he can't do his job anymore. The film is almost completely derailed by a drug induced rant by an actor they meet while in Bruges (his diatribe on little people and other races is less and less irritating the more I watch the movie), but multiple viewings have lessened my disdain for the scene. The film comes to an amazing climax when Ken and Ray's boss, Harry (the always great Ralph Fiennes), shows up to finish the job Gleeson couldn't do. The final conversation at a cafe outdoors near a clock tower (one of the film's most important, and beautiful, set pieces) between the two is brilliant. When I initially saw the trailer for the film I thought it was going to be awful, another Things To Do In Denver While You're Dead type hip-hitman genre film. I love being wrong. Obviously the studio didn't know how to market the film, and the fact the film is gaining more and more of an audience -- and the fact that it doesn't fall back on the cliches of the genre -- is a tribute to the smart dialogue and non-contrived dramatic moments found within In Bruges.

17.) A History of Violence (2005)

Directed by David Cronenberg

After the dirty secret of his past has come out, small town everyman Tom Stall (Viggo Mortensen) is revealed to be somebody different than the person his wife (Maria Bello) married and is raising a family with. This is the basic premise for David Cronenberg's violent look at identity (not to mention his twisted take on the gangster film).  The film is violent, yes, but it seems more appropriate because of the vested interest we have in Tom and his family.  Cronenberg slow burns the "big moment" so that when it happens where jarred by the loud gun bursts and extreme violence.  I love the question he raises at the end of the film, too, as Tom -- having just returned from settling some past "business" -- and his wife stare at each other at the dinner table…an understood silence that tells us they both know, despite its difficulties, they must continue to live the lie. Cronenberg’s film is a masterpiece, and it’s one of the best endings he’s ever pulled off.

16.) Traffic (2000)

Directed by Steven Soderbergh

Steven Soderbergh's interpolated tale about drugs and what we think we know about the war on drugs.  It's impressive that Soderbergh and writer Stephen Gaghan (Syriana) are able to keep these different narratives on the screen just long enough so that we become invested in the characters, but also pulling us away from one narrative arc and throwing us right int he middle of another so that we remain in the dark about what's going.  Soderbergh (shooting the film using his pseudonym Peter Andrews) uses different filters to evoke the feel of a certain area: Washington DC gets blue (for the blue-blooded children we see use on the weekends and after school, and for the iciness of politics); Mexico is awash in a dusty, almost sepia, look (things are murky there...we're never quite sure who is good and who is bad); and in San Diego the aesthetic is a lot clearer and more classical (this is also the easiest story thread to follow).  Much like Gaghan did with his great Syriana he purposely keeps the viewer confused and in the dark here, because that's how the characters feel.  The performances are all great with Michael Douglas turning in his second great performance of the decade (the other being the great Wonder Boys), Topher Grace as the snotty, know-it-all prep school kid who thinks he can out debate the US Drug Czar (Douglas), Luis Guzman and Don Cheadle have tremendous chemistry together as the two DEA agents in the San Diego stoyline; however, the film belongs to Benicio Del Toro as Javier Rodriguez, the on-the-fence Mexican cop who must decide which side of the fight of the war on the drugs he wants to be on, and what can he do to get what he wants out of that fight (knowing full well that the government is going to try and screw him).  The ending is a beautiful moment where we see Javier getting what he wants, and we see how much joy it brings him: not because the war on drugs is over (the film's main point is that it'll never be over) but because he did something immediately that helped the kids in the city he grew up.  It's a rare film that tackles a big issue without grandstanding or shoving an agenda down our throat.

15.) The Royal Tenenbaums (2001)

Directed by Wes Anderson

My favorite Wes Anderson film.  It's probably the one film where Anderson's idiosyncratic tendencies don't overwhelm the story making for an enriching cinematic experience rather than just a film whose parts are better than the whole.  The film is Gene Hackman's, playing the estranged father Royal who looks to reunite his broken family of former child prodigies by lying to them, telling them that he doesn't have long to live.  If Hackman truly is content with just doing Lowe's commercials for the rest of his career, then this was one helluva a way to go out (I refuse to believe that the dreadful Welcome to Mooseport was his last film).  His portrayal of Royal is one of the funniest and crassest (without being vulgar) of the decade, and Anderson's other actors (Ben Stiller, Owen and Luke Wilson, Gwyneth Paltorw, Danny Glover, and Anjelica Houston) are all beyond great here as Anderson dabbles in Wodehousian antics with his eccentric family (Stiller's character is always afraid that their apartment is going to burn down and Luke Wilson's character has an odd friendship with an owl). As is the case with any Anderson film it is rich with allusion, and aside from the aforementioned Wodehouse there also seems to be a pretty clear debt owed to J.D. Salinger and Orson Welles' The Magnificent Amberson's (both are about the decline of a once great family).  Also, the music selection by Anderson -- one of his best traits as a director -- is spot-on here as he employs tracks by Nico (who Gwyneth Paltrow looks like), Van Morrison, John Lennon, and just a flat-out brilliant use of Elliot Smith's "Needle in the Hay" (used during the film's most powerful scene).  A lot of people prefer Rushmore or The Life Aquatic to Tenenbaums, but ever since I saw the film in theater I have stuck with my initial reaction (it's only grown with subsequent viewings) that this is quite possibly the best movie Wes Anderson will ever make.  In my eyes the film is perfect.

14.) Brokeback Mountain (2005)

Directed by Ang Lee

The greatest love story of the decade breaks my heart every time I watch it.  It's also one of the most beautiful westerns of the modern era.  Jake Gyllanhaal and Heath Ledger's acting abilities were stretched further than they ever had been prior Ang Lee's 2005 film, and it's arguably their two greatest performances.  Enis and Jack are two character ingrained in pop culture now, and it's amazing to think that a film that takes two gay character so seriously, without a hint of condescension, was able to reach so many viewers.  I don't know, perhaps it's just where I'm from (although I'm only 40 minutes from Portland...one of the most liberal cities int he country), but it seemed to me that the consensus with Brokeback Mountain from those who left the theater was: "wow, I didn't expect to care for those characters the way I did."  It's a film with a theme gets straight to the heart and touches the very universal nerve of falling in love, that love being forbidden, and then losing that love forever out of fear.  Not to be forgotten is Michelle Williams as Enis' wife, a woman who bears the brunt of Enis' shame and fear which emits as neglect and contempt (although he does love his children).  What struck me revisiting the film recently is that aesthetically the film is more complicated than I first thought.  Lee utilizes weather and shadow well as his primary symbols -- a kind of external dialogue for a lot of the terse dialogue and internal acting that is on display -- and almost every seen seems to hit just the right emotional note.  Nothing seem too hammy or sentimental.  It's a rare love story that doesn't come off as contrite.  And man does that ending (with it's beautiful score) get me every single time. 

13.) The Three Burials of Melquiades Estrada (2005)

Directed by Tommy Lee Jones

The type of film that Sam Peckinpah and John Huston would have made, Tommy Lee Jones' The Three Burials of Melquiades Estrada is as interesting a take on the western that I've ever seen.  The film's main theme of revenge is looked at through a black and white lens as Jones' rancher seeks to properly bury a fallen friend who was mistakenly shot by a bored -- and ignorant -- Border Patrol officer (Barry Pepper in a great role).  The film is broken up into three segments -- three burial attempts -- and what's fascinating about the film is that you're drawn in like a good novel (I was thinking of Cormac McCarthy while watching this) with each segment acting as a chapter, and you're not quite sure where the narrative is taking you, and whether or not the protagonist is crazy, but you're so enraptured by what you're seeing on screen that you can't help but be on the edge of your seat waiting to see where this odd piece of filmmaking takes you next.  After some odd experiences in Mexico (the "third burial") the search for Melquidas' home starts to come into question, and Jones' character begins, for the first time, thinking that maybe he wasn't told the truth about where Melquiades came from.  Revenge gets him through, though, and the need to do what's right for his friend.  And in a surprising twist at the end the film goes from an odd, gonzo western to an elegiac (there a lot of flashbacks showing their friendship) and morally ambiguous one  as Jones the filmmaker decides to end his film on a note that Bergman would be proud of.  

12.) Minority Report (2002)

Directed by Steven Spielberg

The best Philip K. Dick adaptation since Blade Runner Steven Spielberg's masterful neo-noir is arguably the most entertaining, and most thought provoking big budget film on this list. Rarely has a summer multiplex film been so interesting.  It reminded me of the wonder and awe and sheer enjoyment movies instilled in all of us as kids...it's what Spielberg does best and he's never been better.  The film's mystery is good, too, as John Anderton (Tom Cruise in one of the best performances of his career) head of the Pre-Cog division (a group of psychics who can predict crimes) is alone at work one day and sees himself being identified as a murderer by the pre-cogs.  This acts as the catalyst for a chase movie that is relentless in how it wants to entertain and thrill you.  It's also the best example of the blending of CGI and a classic noir aesthetic to create the right feel for the film.  Forget things like Avatar, because even eight years ago Spielberg was creating a whole new world with special effects (I love those little spiders and the advertisements that address you personally as you walk by them saying things like "tired of being on the run, you need a vacation John Anderton") and melding it beautifully with the noir tendencies of his story, creating something far more interesting to think about than what James Cameron gave us this past year.  The scene-stealing for me is the great moment where Anderton and Agatha (Samantha Morton), the most powerful of the pre-cogs, are on the lam.  She knows exactly where the cops are and what they're going to do, so she simply spells out the scene for Anderton who does everything she tells him to.  While in the mall there's a great two-shot of Anderton and Agatha that Spielberg makes look like one person as they're both frantically talking to the other.  It sounds cliche, but it truly is one of those films that should I ever happen it upon it on TV I will sit through the entire thing because I'm so engrossed.  Not since L.A. Confidential had a bending, noirish story been so fun to follow and then find out that it all made sense.  Collin Farrel is quite good here, too, as the agent assigned to find and arrest Anderton, and who we think is evil but really isn't...a favorite trope of mine.  This film is full of fun tropes and interesting neo-noir elements without having to sacrifice the integrity of the futuristic inquiry and cyberpunk elements of Dick's story for more explosions and special effects. It's rare that you find such a masterful balance in action films.

11.) Synecdoche, New York (2008)

Directed by Charlie Kaufman

Like a great inventive, challenging, intellectually stimulating, difficult novel Kaufman's film gives a charge to your mind and more importantly your soul.  Ebert used a similar analogy in his official review of the film when he said it reminded him of why he loves Cormac McCarthy's Suttree  so much; I would substitute the McCarthy novel for Salman Rushdie's Midnight's Children, and then I can say I know exactly what Ebert is getting at.  Synecdoche, New York is layered and hard to sift through at times, but its rewarding for reasons that are completely different than most other films.  The ability to keep you engrossed but also keep you thinking at a high level with deep questions about the human condition and our existence. Like Rushide, Kaufman is not interested in just entertaining -- although they both do that very well -- but in elevating our thinking and creating a film experience that elevates our soul and makes us think about who we are.  There will be another film in the top ten, completely different than Kaufman's film, that does the same thing...and that's why we go to the movies.  Because just maybe something we see might be able to change who we are and the way we think about life.  That's what great art strives for; and Kaufman's film -- even though it takes about three viewings to truly get a handle on it -- is great art. While watching this the other day the opening lines of Saul Bellow's Herzog came to mind:

If I am out of my mind, it's alright with me, thought Moses Herzog. Some people thought he was cracked and for a time he himself had doubted that he was all there.  But now, though he still behaved oddly, he felt confident, cheerful, clairvoyant, and strong.

Watching Caden Cotard (Philip Seymour Hoffman) kill himself and go mad over his magnum opus, sitting alone at time in his dilapidated warehouse, I couldn't help but think of this passage.  He's gone a little batty, but perhaps he's never seen more clearly what it means to live. As for the title: I remember learning about synecdoche in one of my literature classes as we deconstructed Eliot's The Waste Land.  Basically it means: "the parts of a whole".  Cotard is a part of the bigger whole that is New York -- which he recreates with his simulacrum in the warehouse -- and the even bigger whole that is life.  Seeing the film four times now I'm not even sure if that summation fully gets at everything Kaufman is going for here (who, after Spike Jonze dropped off the project to do Where the Wild Things Are, does a great job for a first time director), but that's part of the fun of this particular enigma.  It's a beautiful film.

Top 50 Films of the Decade: #21 - 30

30.) Ghost Dog: The Way of the Samurai (2000)

Directed by Jim Jarmusch

As he did with his oddball western Dead Man, Jim Jarmusch mashes up another genre and produces an esoteric look at the gangster film as seen through the eyes of a hitman who lives by the ancient code of the samurai. It's a bizarre film (especially the moments of dialogue between our protagonist and a French ice-cream salesman) that I think is meant to be seen as more a cartoon than something super serious (characters are frequently seen throughout watching cartoons); Jarmusch even has one of the gangsters die in such a cartoonish way that he seems to call a spade a spade and just cop to it as the same thing happens in a cartoon a character is watching prior to the gangster's death.  This is Forrest Whitaker's best performance, and it's one of Jarmusch's masterpieces as he satirizes the gangster genre while simultaneously paying homage to it.  That's what makes Ghost Dog work so well is the serious matter in which Jarmusch treats his main character...this isn't some kind of eccentricity, this is a way of like for our hitman, and Jarmusch never condescends; rather, his film is a contemplative genre picture (again, much like Dead Man) as a lot of the film is sans dialogue as The Rza's fantastic soundtrack guides us through the action.

29.) 25^th Hour (2002)

Directed by Spike Lee

Perhaps Lee's most mature film to date, 25th Hour is the director's powerful mediation on New York post September 11th.  What's amazing about the film for me is that as a person who is neither a Spike Lee fan or an Edward Norton fan I absolutely loved this film.  Norton's character must make sense of his life on the day before he is set to go to prison for seven years; he does this by assembling as many of his friends and family together, and what ensues are powerful, insightful, and poignant conversations about a fallen city and a fallen man.  The impressive ensemble includes Rosario Dawson, Barry Peppers, Philip Seymour Hoffman, and Bryan Cox.  Two scenes stand out: a conversation over looking ground zero and why New York is home for these characters, and the final moments when Norton's character is en route to prison and he passes by people he knows, imaging what could have been. 

28.) Collateral (2004)

Directed by Michael Mann

Michael Mann's brilliant nighttime vision of Los Angeles as seen through the eyes of our protagonist Max (Jaime Foxx in his first real role, and he's fantastic here), a cab driver who one late night picks up a mysterious fare by the name of "Vincent" (Tom Cruise). Vincent turns out to be a hitman, and the rest of the film is Max trying to maneuver and negotiate around his inevitable end (even though Vincent says he'll pay Max a lot of money for driving him to five different locations where he will kill five key witnesses). The film's narrative is almost entirely told within the confines of the cab, and it's there that the film is its most interesting as Max and Vincent debate philosophies and what "good" and "evil" mean. It's also where Mann's digital photography (this being the first all-out digital picture Mann attempted, though some of it still had to be shot with film)is most impressive as he's able to capture extreme close-ups in natural darkness. The cinematography appropriately feels claustrophobic as we feel the weight bearing down on Max. The film's best scene is one where for once Vincent and Max are silent, and as Max is driving Vincent to his next location he stops the cab because a couple of wolves cross the street. This odd occurrence shows Max that his situation is probably going to end with his death as he looks at the wolves and realizes that Vincent is nothing but a wolf (he even has silver hair and a gray suit), a natural born killer, and any promises of sparing Max's life were probably in vain. It's a wonderful moment of silence as we watch the wolves cross the street, and then in typical Mann fashion he starts blaring the rock music and moves his characters to their next location. It's one of Mann's most fascinating crime pictures, and in typical Mann fashion there are deeper questions about existence, and there is an attention to detail to these characters' professions that is rarely found in other films.

27.) You Can Count on Me (2000)

Directed by Kenneth Lonergan

Almost ten years ago Kenneth Lonergan made You Can Count on Me, a film about a brother and sister that seemed painfully realistic. Buried beneath the nuances was something universally identifiable for those of us who have siblings. The film had two breakthrough performances: one from Laura Linney, one of our finest actresses working today, and the other from Mark Ruffalo, channeling his inner Brando (his characters name is even Terry, reminding the viewer of Brando's finest performance from On the Waterfront) and doing a helluva job never hamming it up. It's a film of tremendous power and honesty, a film that evades every conventional emotional "gotcha" moment to deliver something honest and understated. In other words: real. Executive produced by Lonergan's friend Martin Scorsese, it's easy to see how he was attracted to such a familial story (think about the families in Mean Streets, Goodfellas, and Raging Bull), but friendship aside (Lonergan went on to help write Gangs of New York) I think Scorsese saw a film that had special elements in it: a film that doesn't play by Hollywood's conventions when it comes to a family drama. Lonergan's camera takes its time and meanders though the small town capturing real-life moments that remind the viewer of the kind of honest, documentary-like filmmaking style of John Cassavetes. Ruffalo's Terry is a performance that catapulted him to many starring roles, and Sammy got Linney a well deserved Oscar nomination and solidified her place as one of the go-to actresses who may not grace the cover of magazines (Joan Allen and Catherine Keener are others, too), but turn in great, under-appreciated performances film after film.

26.) Master and Commander (2003)

Directed by Peter Weir

Oh, Peter Weir, where have you been? One of our greatest filmmakers tackled the beloved Patrick O'Brien series in 2003 with mixed reaction. For those of use that weren't gauging the film's success on how much stuff blew up it was one of the biggest surprises of the year. Weir sure direction never fails here as he trades stunts and explosions for heart and dialogue about honor and friendship during times of battle when those things are usually pushed aside in favor of survival and love of country. Rarely has an action film stopped to consider how something like music can bind men together in battle, and make two varying opinions (that of Russell Crowe's Capt. Jack Aubrey and Paul Bettany's Dr. Stephen Maturin) meld into a mutual respect. Oh, there's action, and it's all shot beautifully by Weir's old friend Russell Boyd (The Last Wave and Picnic at Hanging Rock) and edited without too much frenzy by Lee Smith. It took Weir five years to make this after his fantastic The Truman Show in 1998, and it will be seven years and counting now until his next film is released. I guess good things come to those who wait. If ever a film was need of being expanded into a series Master and Commander is one of them. Somehow four (!) Pirates movies have been made, but this series still remains unexpanded. What a shame.

25.) Munich (2005)

Directed by Steven Spielberg

Steven Spielberg's bit of revisionist history is one of the best "historical" film's the American master has made. After the kidnapping and massacre of eleven Israeli Olympians during the Munich games in 1972 by the terrorist group Black September, the government wages a secret war to avenge their deaths. Leading that secret war is Avner Kaufman (Eric Bana) who is labeled as the leader more so because he makes the perfect fall guy than any kind of skills he has. With him are a group of people who all specialize in one thing or another giving the film the feel of a more traditional global thriller/action film like Ronin. However, the ramifications and the reverberations of the violence are far more realistic and extreme in Spielberg's film. What makes the film so great is that it really considers how revenge and violence haunt those who partake, and it seeks to ask difficult questions, opening up dialogue rather than debate on the hot topic issues that seem to swirl around Israeli/Palestinian relations. However, more than just the profound and contemplative subtext about isolation (that final shot, pictured above, is as powerful as it gets) and how the government used these people tog et what they wanted, the film works merely on the surface as a good old fashioned thriller, and Spielberg is in rare form here as he seems elated to be able to make an adult action film. It's not quite his masterpiece of the decade, but it's one of the most important films of his esteemed oeuvre.

24.) There Will Be Blood (2007)

Directed by Paul Thomas Anderson

What many consider Paul Thomas Anderson's magnum opus, his sweeping epic about oil, religion, and alpha males is something that Kubrick (not to mention John Huston and Robert Altman) would have found fascinating and wholly absorbing. Robert Elswit's sweeping camera slowly tracks the barren countryside being raped by the oil companies, and Johnny Greenwood's brilliant score appropriately conveys the urgency that Daniel Plainview (Daniel Day Lewis) seeks to make everything his own; the musical score also wonderfully represents how everything is crashing down on Daniel, a man who seems to be slowly losing his sanity. One of the film's best moments comes when Daniel and a man posing as his brother go for a dip in the ocean. As they discuss their "past" with each other on the sand of the beach Daniel realizes that everything this guy is saying doesn't match up, and Anderson wisely just keeps the camera close on Daniel as we can see the wheels turning as he realizes what a fool he's been for allowing this imposter to get so close to him (this coming after the famous speech from the movie where he talks about hating everyone because of the competitiveness in him, and getting away from "these people"). It's a bit of brilliant acting in a film filled with manic and gonzo performances from Day-Lewis and Paul Dano who plays Daniel's antagonist. The film is too big and too rich with visual metaphor to be simply a viewing experience: this is a film you must give yourself to. I didn't think the film was that great (interesting , yes, but not great) when I first saw it...I've seen it five times since and the film has bettered with each subsequent viewing. That's the sign of a masterpiece.

23.) Wonder Boys (2000)

Directed by Curtis Hanson

Perhaps the best film ever about writing Curtis Hanson's masterful adaptation of Michael Chabon's novel also boasts arguable the best performance of Michael Douglas' career. Professor Grady Tripp is one of the most realized characters I've seen in films about academia (the film also reminds me in that regard of Kingsly Amis' famous and brilliant Lucky Jim). His cynicism about his field, and more specifically his colleagues, is hilariously on point for anyone like myself who spent four years with Lit. professors. Tobey Maguire is also quite good as wonder boy James Leer, a brilliant, suicidal (those almost go hand-in-hand in literature) writer who is Grady's student. When James attends a party with Grady and steels a jacket worn by Marlyn Monroe all kinds of crazy things begin to happen to Grady and James. The wacky situations never seem gratuitous, and the quieter moments of the film offer up some real powerful, elegiac moments about following up expectations (Grady's been working on a follow up to his hit book for seven years) and growing older and obsolete in your field of expertise. The film's music (especially the song by Bob Dylan written for the film) is not just wonderful, but also makes sense when you stop to consider such "wonder boys" as Neil Young, Leonard Cohen, and Bob Dylan all contributed to the soundtrack as they probably understand what it's like have expectations bearing down on you. The cinematography by the great Dante Spinotti perfectly evokes the cold, icy Pittsburgh landscapes. It's a film that any aspiring writer or lover of literature needs to see.

22.) L'Enfant (2005)

Directed by Jean-Pierre and Luc Dardenne

The Dardenne's love to use simple titles that mean a whole lot more to their characters, and in the case of L'Enfnat it's a representation of how the main characters act. Bruno and Sonia are typical Dardenne characters, which is to say that they are atypical for American audiences...because here are two characters who live off benefits and whatever they can steal, and when they have a newborn baby, and the realization that they're going to have to support that baby, the filmmakers don't trivialize the situation like most American films would. There is no sentimentality here. Bruno seeks to commit a horrible act all in the name of not wanting to grow up, and when he realizes the mistake he's made there's no grandstanding, just the simple and introspective camera of the Dardenne's staying put so that we can see into these characters' souls. The stripped down, minimalist aesthetic of the Dardenne's is hard for some to take, but it's appropriate for their subjects in question because the camera is acting as another character, and even though some of their subjects are hard to watch as we see them continue to screw up and fail, the Dardenne's dare us to find the humanity in Bruno and Sonia. It's a powerful film about the consequences of our decisions, and those decisions shape the men or women we become.

21.) No Country for Old Men (2007)

Directed by Joel and Ethan Coen

The Coen Brothers are truly two of the greatest filmmakers of my generation. Virtually every film is a masterpiece and although they have their shortcomings with the narrative arc of some of their films, they are never boring. They understand film language (which is to say, visual literacy) and when they are at their best, they are reinventing the genre they are working in. Like Blood Simple and Fargo, and now perhaps their greatest achievement, No Country For Old Men, they reinvent the genre again and raise the bar to new heights. The film still has the classic Coen dialogue that makes you laugh in inappropriate places, but it may also be their most serious film since the grossly underrated, Miller’s Crossing (which still contains absurdest elements). Javier Bardem creates one of cinema's most memorable monsters with his portrayal of Antone Chigurh (like sugar) who is the epitome of the death. He has no pity, no remorse; he works on fate and fate alone. His character epitomizes the fear we have as humans: uncertainty. The fear of not knowing what is to come, or worse, not knowing when it will be coming. How can we predict what is unpredictable? How can we attempt to understand or rationalize what is irrational? These are the central questions to Cormac McCarthy's novel of the same name which acts as the source material for the film. There is no character development for Chigurh, no setting up of scenes as we enter the film in medias res, and are left wondering what this monster is all about. It’s a dark and nihilistic film, not offering a central character like Margie from Fargo to point out that “it’s a beautiful day”; rather, it has a character who sits around wondering “what if” and whether or not Chigurh is still out there, and if he will ever stop. Yes it’s dark, but it also contrasts that darkness with beautiful cinematography by the always great Roger Deakins, and it’s simply a joy to watch all of these masters of their craft at work.

Top 50 Films of the Decade: #31 - 40

40.) Eastern Promises (2007)

Directed by David Cronenberg

David Cronenberg re-teams with Viggo Mortensen to create one of the darkest, most bleak, and yes, interesting movies about the criminal underworld (I will refrain from the term organized crime, because these Russian mobsters don't seem all that organized). Family members kill important people without consulting their father (the head of the family) and alliances are made behind peoples back. Booze is not stolen, but purchased cheap, but possibly it could have been purchased even cheaper, and when they get the booze they don't sell it for profit they drink it. These quirks and undercutting of the traditional mobster film make this one of the better films on the subject to come along since Miller's Crossing. The film has the appropriate cold aesthetic to it, and when we become privy to a key plot point that turns the entire film on its ear, we stop to think about what might happen to these characters after the film cuts to black. The film doesn't contain the family oriented scenes of the Corleone family of The Godfather, it doesn't contain the appealing mobsters from a film like Goodfellas; however, the film is spot on in recognizing that for these mobsters – who inhabit a world extremely different than the Italian mobsters we're used to seeing in film – their bodies belong to someone else (there's a great scene where Mortensen's character must strip before the heads of the Russian mob and prove, based on his tattoos, that he is fully committed), and that's what makes the film so fascinating: Yes it has all of the typical themes of a Cronenberg film (the decaying of body/soul, the mixture of extreme violence and sex, and the idea that the choices made by these characters have dire circumstances), but it feels fresh for its genre, it's appropriately ambiguous, and it's certainly proof of one of the best director/actor collaborations of the last decade. Oh, and that knife fight in the shower room is something to behold.

39.) Sideways (2004)

Directed by Alexander Payne

Alexander Payne has always been one of my favorite filmmakers, and even though his 2002 film About Schmidt didn't quite make the cut here I find it hard to see any kind of blemish in the director's oeuvre. With his fourth film Sideways he not only hilariously satirizes the pretentiousness of wine aficionados, but he plays with the conventions of the road film all while taking a sensitive, sincere, and introspective look into his characters lives ala Hal Ashby. Thomas Haden Church (Jack) steals every scene he's in and Paul Giamatti (Miles) pretty much cements his status as the go-to guy for gloomy characters such as this. But the real star here is Virginia Madsen, a waitress named Maya who works at one of Miles' favorite places in California wine country. The relationship between her and Miles is the perfect amount of sweet and tender which contrasts nicely with the acidic bluntness of Jack and his views on pre-married life. There's a moment where Miles and Maya sit outside her house and Miles explains why he loves wine, and it's the perfect metaphor for how he views himself and why he needs someone like Maya who can bring out the best in him. It's a beautiful moment only upstaged by a hilarious attempt to get a wallet back and the beautiful ending that ends on the most perfect of notes.

38.) City of God (2003)

Directed by Fernando Meirelles

Fernando Meirelles' film is akin to Scorsese's Goodfellas in showing us the side of a criminal underworld that a lot of us probably didn't know existed. The film also reminds one of Scorsese not just because it follows a similar narrative arc (the rise and fall of two friends who get involved in the criminal underworld) but because Meirelles tells this story with such visual fervor and an élan that always keeps things interesting that even following characters through the mundane of everyday is exciting and interesting. The film really felt like it was one of the most alive things to spring out of film in the past ten years, and it's always great to see young filmmakers emerge like this. The film also earned a handful of Academy award nominations outside of the requisite Best Foreign Language Film category, something that rarely happens with foreign language films, and the noms were well deserved as the cinematography and direction (two categories the film was nominated for) felt fresh in 2003. It's one of those films that needs to be experienced by everyone who loves the hyperkinetic filmmaking of films like Slumdog Millionaire so they can see how it's done correctly.

37.) Lost in Translation (2003)

Directed by Sofia Coppola

Sofia Coppola's love song to the city of Tokyo is a perfect mixture of comedy and sadness as Bill Murray and Scarlet Johanson play two adrift characters who meet in Tokyo hotel bar and find something alluring about each others unsure futures. Coppola wisely doesn't make the relationship overtly sexual (although there is something there between the two of them) or cheaply parody the city of Tokyo in order to make easy jokes about American's in other cultures (i.e. fish out of water tales). These characters feel like they're well-traveled and articulate people, and it's refreshing to see a film like this about two people who are in search of something more than just sex. The film's look is appropriately ambiguous at times as you're never quite sure if it's day or night when, which ties in well to the feeling of jet lag and relational/psychological dislocation that these characters feel. Murray deserved every bit of praise he earned for his portrayal as the weary former action actor who will do anything for a buck (is there a funnier scene in the movie than when he is being directed by a photographer?) but isn't ashamed of that fact. This is probably the only movie where I've felt Johnason's limited range worked best, and Anna Farris is great as the actress whose pseudo-Zen philosophies seduce Johanson's boyfriend allowing her to rove around tour the city. Like Sideways it's one of those movies that isn't necessarily laugh out loud funny, but it's a film that elicits smiles with ease; and more importantly it's dramatically effective in a warm, non snarky way, with adult characters acting like adults and thinking and conversing like adults. It's refreshing to see films like this in a market that really has no interest in such contemplative relational films. The ending, again like Sideways, is appropriately ambiguous as the two characters share a whispered goodbye on the street that is drowned out by the noise of the city. Some complained that the audience was robbed of its moment at the end, but I found the ending to be wonderful, and it got a big smile from me as these two lost souls earned their moment in private, and it's proof that we as audience don't need to have everything spelled out for us in order to see something as a happy ending.

36.) The Descent (2005)

Directed by Neil Marshall

The horror film of the decade it works so well as simply a visceral monster movie and a film in love with the genre tipping its hat to such great and varying horror films as: Alien, Don't Look Now, Jaws, The Shining, and Carrie just to name a few (not to mention non-horror films like Picnic at Hanging Rock and Deliverance. The film's success is that for us horror fans it's a thrilling and exhilarating ride because the director Neil Marshall (who made a name for himself with the highly enjoyable Dog Soldiers) so clearly loves the genre (his allusions are to the right kinds of horror pictures), and this is crucial because it makes for a horror film that jump starts a dead genre because it doesn't take itself too seriously (Like The Strangers, a film that works until it turns into the typical exhibitionist torture porn that is synonymous with horror these days). What makes the film work, too, is the acting. Marshall's all female cast is phenomenal in filling out the usual horror character tropes as you have the passive characters, the risk taker, and the reluctant character with demons from their past. The latter of which is played to perfection (just the right amount of vulnerability and viciousness when appropriate) by Shauna McDonald (who reprises her role in the sequel to the film coming out soon in the U.S.) who gives the film an emotional weight and authenticity not normally found in horror pictures. I am a person who hates tight places, so the film scared the hell out of me in its opening moments (before they get to the weird aliens). And what's so memorable about the film is that it's essentially two different horror movies in one: initially you have a Deliverance meets Don't Look Now type of film that is far more cerebral and counts on things not appearing as they seem as the characters go spelunking (the film is also very much indebted to Alien here). The second half of the film is more of a monster movie, but these monsters are at least interesting, and Marshall has some fun with things-going-bump-in-the-dark…especially in one scene where the only way we can see the action is through the infrared on a video camera the character is looking through. A creepy, surprisingly emotionally effective (the ending of the film is something that is so rare for a horror film) film that has to be seen on DVD , because if you haven't seen the original British version (which makes one final, haunting use of the important cake motif) of the film then you haven't seen the real version of the movie.

35.) Shotgun Stories (2008)

Directed by Jeff Nichols

It's not a shock that this film, written and directed by Jeff Nichols, is produced by David Gordon Green. It has the feel – with its dialogue and the way it takes you to a rural part of America completely unfamiliar to me – of a Green film. Nichols' script is light on dialogue as the camera kind of just wanders through the daily lives of Son, Kid, and Boy; named by an alcoholic father who left after the third child was born, remarried and in the process became a born-again Christian. The other side of the family thinks he's a good man, Son and his brother knew a different man; but it's not just a simple case of one family being right and the other being wrong; Nichols draws the viewer into this blood feud that has a certain authenticity to it: this is how it would be for these people living in this place. Michael Shannon plays Son, the oldest of three brothers, and he when he learns of their father's death he asks his mom for some more information, and she replies: "you can read about it in the paper." Exchanges like that make Shotgun Stories such a sad, powerful story. Nichols never lets the big moments get the best of him, never going for the easy tug-at-the-heart-string moment – especially when Son goes to his mother to inform her of a tragedy in the family, she's gardening and when she's told about the death of one of her sons she just keeps gardening. There are no false moments of reconciliation or forgiveness, there can be no reconciling this broken family. Shannon turns in the performance of 2008. He gets an array of feelings across to the viewer with just the simplest wrinkle in his brow, and Nichols is wise to let the camera stay on him and let the audience read his eyes. Shannon is a powerful force running through a powerful film, and he could have easily gone for some over-the-top emoting, but instead of hamming it up for the screen, he underplays it all perfectly and lets the sadness of the moment speak for itself. I love it when movies let me figure things out without feeling the need to hammer me over their themes and tone, and I love it when movies take me to a place I've never been to before, and I especially love it when movies surprise me at every turn for not taking the conventional way out.

34.) Auto Focus (2002)

Directed by Paul Schrader

Paul Scharder's Auto Focus is not about Bob Crane (Greg Kinnear) the television star – that much we already know – and Schrader wisely zips through that part of his life within the first 15 minutes. The film is more concerned with the Bob Crane who had an unending need to entertain and be liked. He doesn't want to disappoint anyone, and this is one of the main reasons he frequents strip clubs: he doesn't want to feel bad for turning down an invitation. Kinnear plays Crane as the lovable loser he was. He's all surface, never concerned about his own morals or ethics, because I don't think he ever thought about that; he just wanted to be liked and that came at whatever cost. Even when Crane's ego gets so big, as he becomes more and more comfortable with his suit of celebrity, he cannot help but berate his friend John Carpenter in the nicest possible way. There's also a moment where Crane, late in his career, is on some local cooking show and makes a disparaging remark to a women in the front row. It's a sad scene that shows how Crane's sexist humor is a product of a man who refuses to evolve; he thinks aloud and his thoughts of women aren't the same as those he has to work with. It shows how the obsession, the nightly immersion into amateur pornography clouded his mind resulting in tactlessness; he's involved with sex on a daily basis, so why shouldn't everyone else depersonalize sex the way he does. It's a sad, telling scene that is common in these types of biopics, and Schrader shows the perfect amount of restraint with the scene, never going over-the-top with it; and Kinnear, too, who plays the scene perfectly as a man who is oblivious to his own idiocy. Schrader is on the very short list of directors who always have my attention. He's extremely underrated as a director. He's a filmmaker that has always been interested in showing characters that aren't always easy to take; they're often characters filled with flaws who are responsible for creating uncomfortable moments that make the viewer wince. However, Schrader writes about these characters as if they were case studies. He lets the audience contemplate their actions as they unfold in an authentic way. Schrader's films are never overwrought and are always interesting and deeply thought provoking; evoking themes you can find in most of his films and certainly in all of the pictures he's penned for Scorsese. Here his aesthetic is subdued and subtle: as the film begins he paints his images with a beautiful sheen evoking the hope and prominence Hollywood can offer (or offered, perhaps); however, as the film progresses, and Crane devolves so does the films style as the last part of the film is filmed mostly in close-up with hand held cameras evoking the paranoia and grasping-for-acceptance mentality displayed by Crane at the end of his life.

33.) Rachel Getting Married (2008)

Directed by Jonathan Demme

Please, don't let releases like Bride Wars and The Princess Diaries fool you, Anne Hathaway can act. This is not just her film, though, this is everyone's film (keeping true to the major theme of the film that family/community trumps all): Debra Winger, Bill Irwin, Rosmarie Dewitt, Anna Deavere Smith, and Tunde Adebimpe all compile one of the great encore ensembles since the wonderful Gosford Park. Jonathan Demme does his best Altman here as he follows around the goings-on of a family preparing for a wedding while their on-leave-from-rehab daughter Kym (Hathaway) tries to pretend like nothing has changed. It's a weekend filled with awkwardness, fights, revealed-truths, and best of all love. Here is a family that despite the tragedy that continues to haunt them (and lurks in the corner throughout the film) really loves each other. And boy do they know how to throw a party. Demme's camera follows every little bit of minutiae of wedding preparation through till the end, when you just have to finally submit and say: alright I'd like to attend a party like that. What I love most about the film is its attention to small details. For example there is a moment when Kym and Rachel are having it out over a lie that Kym told during rehab, during the scene the two being to argue in front of others. The directing is brilliant here as we truly feel like a fly on the wall as their dad (Irwin) quielty clears people out of the room, and their stepmother (Smith) sits in a chair behind the action in the foreground: she's their stepmother,and even though these are her "kids" and she loves them, the issues being hashed out are deeper and more personal than she'll ever know. The direction to keep her in the back like that is small thing, but it's so brilliant in its execution because it tells us everything we need to know about the characters' relationships with each other. It's a warm and beautiful movie that doesn't placate. The image above is a perfect encapsulation of why the film warms my heart.

32.) Let the Right One In (2008)

Directed by Tomas Alfredson

The amazing thing about Tomas Alfredson's film is that somehow, someway it doesn't flub the premise with what could be an eye-rolling horror/love story (instead the American's are going to do that with a remake entitled Let Me In directed by the guy that did Cloverfield...goody); instead he treats the horror genre not as a convention, but as another element to add into a wonderful story about a lonely, misunderstood boy who just wants someone his own age to relate to. There's also deeper themes of androgyny here (Oskar looks feminine and Eli's name can double as a boy or girl) as you can give the film a queer reading (which apparently is made clearer in the book). There's also the haunting final image of Oskar tapping the box, cementing his place in Eli's future as a carer (or slave if you want to give it a darker meaning) for Eli much like the old man in the beginning of the film, that makes this unlike any modern horror film I've seen. Oskar's introduction of Eli is one of the most memorable things about the film, and Oskar's temper as he lashes out against a tree is scary stuff without being conventionally "scary". Oh, and the ending scene in the pool is pretty great, too.

31.) Public Enemies (2009)

Directed by Michael Mann

Like most of Mann's crime films Public Enemies is a deeply existential one (reminding me of the French master Jean Pierre-Melville). Mann loves for the viewer to come up with their own theories on the histories of the characters and why they do what they do; he may make action movies, but it's the deep thoughts and pondering of the film's main characters (Mann loves to use the close-up shot, especially of his characters faces) that he's most interested in. And when he does do action, he does it better than anyone else; he does arty action like the visual poet he is, comparable to anything Terence Malick has made. The great cinematographer Dante Spinotti re-teams with Mann (he shot his first foray into digital The Insider) and evokes a lot of the classic gangster film feel. He also gives several visual nods to a lot of Mann's other crime films. However, what's most amazing about the way the film was shot was that we have never seen a period piece shot with digital before. So, it's a little jarring at first, but it also feels all the more real, like we're there watching all of this happen (plus Mann just has to shoot his action scenes at night...it's like a fetish). It's so much more effective than sepia tone or muted colors. It's yet another example of one of the many things that has always fascinated me about Mann's pictures: his ability to make you feel in-the-moment with his aesthetic, yet simultaneously keeping you at arm's length with the narrative (which follows closely the narrative arc he's most attracted to: two professionals willing to do whatever it takes to "win"), which is appropriate for the type of "only think about today" type of person Dillinger (Johnny Depp in his best performance since the gonzo Sweeney Todd) is portrayed as here. It's a new kind of gangster picture and one that certainly has a place at the table with such sacred cows as The Godfather and Goodfellas, and one of my personal favorites, Casino.