100 Favorite Movies, Part 10

Okay, I am finally done with this extensive list. This section really kicked my ass and is probably way too long, but I felt I should just say everything I want to about my absolute faves, and be damned with length! I have had so much fun recounting all my favorite movies for you and I hope you have enjoyed reading about them, even if you didn't always agree. I am sad to report that I am fresh out of adjectives and will probably not be able to write originally or intelligently about anything for quite some time. So without any further ado, here are my Top 10!

• 10. HIGH FIDELITY (2000) - As someone who adores list-making (obviously) of course I was smitten with John Cusack's portrayal of Rob, a thirty-something, music afficianado who makes Top 5 lists daily. His monologues to the camera (love them!) leave nothing out; we see Rob's self-obsession, humor, hypocrisy, and horndog tendencies and Cusack sells it all the way. I love his Top 5 Breakup List and the screwed up ways he views those past relationships. I also love that he is so flawed, and that in the course of the movie he readily admits that "Yes, I am a fucking asshole," has a one-night stand with an awesome pop culture soulmate, does a "Top 5 Things I Miss About Laura," and ends by making a tape "full of stuff she'd like, stuff that would make her happy." It's a real grown-up journey, never over simplified, but enjoyable in it's honesty and complication. The movie is full of inspired musical references and cues, and contains a scene-stealing supporting performance from Jack Black at his most manic. The cast of past and current lovers is diverse, and they make memorable use of their few moments of screen time. And for anyone who loves the movie, the book by Nick Hornby is just as wonderful!

• 9. L.A. CONFIDENTIAL (1997) - This film noir homage has all the pieces. The plot is just complicated enough to still surprise you on subsequent viewings, but comprehensible enough to all make sense. The three leads embody wildly different cops: Kevin Spacey is the fame-whore with a guilty conscience, Guy Pearce is the straight-arrow, rule-follower who discovers the world exists in shades of gray, and Russell Crowe (in my favorite role) is the hot-tempered muscle who learns he is both smarter and kinder than he thought. The art and set direction are marvelous, capturing 1950's L.A. in all of it's tainted, corrupted glory, and a set of time-specific songs and a score that recalls the mood of '40's and '50's copper flicks and television shows. The plot is peppered with original character actors, including fabulous roles for Danny DeVito, James Cromwell, and Kim Basinger, and it is an example of the film being more than just the sum of it's parts. Each scene is crucial to the development of the plot, but subtly written as atmospheric character studies in and of themselves.

• 8. MOONLIGHT MILE (2002) - A story about a family recovering from the murder of their daughter could descend into a series of overblown, emotional and predictable scenes. But Moonlight Mile manages to avoid obvious scenarios and focuses on three specific characters: Dustin Hoffman is the neurotic father, hiding his guilt in mannerisms; Susan Sarandon's mother deals with her grief in a tornado of sarcasm and humor; and then there is the quitly sad Jake Gyllenhaal, the dead girls' fiance, trying to keep her parents from imploding. Gyllenhaal walks a very fine line - he is the focus of the story, but says very little, relying on body language and facial expressions to get his point across. He also starts falling in love with Bertie (a luminous pre-"Grey's Anatomy" Ellen Pompeo), a townie post-office employee who has also lost a lover. The movie doesn't have a lively pace, but feels more realistic than other films of similar subject matter; the sadness isn't bogged down in quickly-resolved melodrama. The carefully chosen soundtrack includes lots of classic 70's rock - through it I came to know and love the Rolling Stones "Moonlight Mile," and the closing montage is beautifully filmed and edited to Van Morrison's "Sweet Thing" (which turned me onto Van Morrison in the first place - he's now my favorite musical artist, so thank you!).
• 7. BEFORE SUNSET (2004) - This sequel to 1995's Before Sunrise (at #4) is less romantic than it's predecessor, but accurately reflects the hardened edge that comes with adult experiences. It's been 9 years since Celine (Julie Delpy) and Jesse (Ethan Hawke) had a magical day together and promised to meet 6 months later. Obviously plans went awry, but here they are again, accidentally meeting, and finding they enjoy each other's company as much as ever. The movie follows them as they have another intellectually stimulating conversation about sex, politics, world affairs and music, and all along the tension builds around the questions they don't ask because they can't bear to hear the answers: Why is he wearing a wedding ring? Were they in love? Have they missed their chance? One detail I love is that this time around, Jesse has become the optimistic idealist, buoyed by warm memories of the unexpected love he found with her, whereas Celine has become mistrusting and cynical, embittered by a series of relationships that couldn't live up to that magical connection she shared with Jesse for only one night. The feelings are still there and the dialogue is so eerily specific to these characters - they have never felt more like real people. The scene where Celine plays him a devastatingly sweet song on her guitar breaks my heart and I am swept away once again.

• 6. ALMOST FAMOUS (2000) - The first time I saw this, I came back to my dorm room angry that I had missed out on the '70's, thinking it looked like fun to be a groupie, and wanting to start a vinyl collection. Somehow Cameron Crowe managed to capture a time when indiscriminate sex, hard-partying and filthy backstage antics were still tinged with innocence. What could be more rational than to jump on the bus with these idealistic, screwy, raucous, freshly funny characters and journey through a time when rock 'n roll was still young, alive, unpolluted, and only beginning to compromise it's purity of spirit? I've yet to buy any records, but part of that experience lives in me still. Patrick Fugit is pitch-perfect as the earnest, awkward William, a wannabe rock journalist on tour with the band Stillwater, and Kate Hudson shines as groupie Penny Lane, an audacious concoction of style and false bravado only William can see through. Again, the movie has a kick-ass soundtrack: the scene on the bus where they sing along to "Tiny Dancer" is perfect (coming after a petulant - "I am a golden god!" - act by lead guitarist, Russell), and I first heard Elton John's "Mona Lisas and Madhatters" here. I also love the performance of Jason Lee as the overshadowed lead singer; his fight with Russell over the teeshirt is brilliant: "You look mad." "How can you tell? I'm just one of the 'out-of-focus' guys!!!"

• 5. MAGNOLIA (1999) - Paul Thomas Anderson's masterpiece about the intersecting lives of nine Los Angeles residents is a continuously building examination of the relationships between fathers and their children, the damage caused, the forgiveness required, and the endless cycles perpetuated. These characters are some of the loneliest people I have ever encountered and their need for love is palpable. They put on masks to disguise their pain, but their unadulterated need permeates every scene. There are great character parts for William H. Macy, Philip Seymour Hoffman, Julianne Moore and Melora Walters, but two actors steal the show: Tom Cruise utilizes his scary intensity in a virtuoso performance as a misogynistic self-help guru who is also a victim of his childhood, and John C. Reilly is a sad cop with the kindness, discretion, and desire to save some of these lost souls; in helping them, he too may be saved from his profound loneliness. The set-up of the film is creative, with a masterful beginning that sets the stage for miracles and strange coincidence, preparing us for those magical frogs late in the film. The score is structured like an opera, retaining and building on tension, and Aimee Mann provides a wonderful song score, some fitting covers like "One is the Loneliest Number," and others atmospheric originals like "Save Me," and the deeply sad "Wise Up." For a three-hour film, this one flies by, remains completely absorbing, and makes me yearn to hug these broken people.
• 4. BEFORE SUNRISE (1995) - I am a complete romantic, so what could be better than this story of two strangers who meet on a train, spend one magical day together and fall in love? But this story is anchored by intellectual communion. Unlike those millions of romantic comedies that hinge on physical attraction and meet-cutes, Jesse (Ethan Hawke) and Celine (Julie Delpy) are attracted mostly because of their conversation. They're in their early 20's, excited about the world of possibility and ideas that is opening up to them and they discuss everything with zeal. Jesse is a cynical wise-ass, but in key moments is vulnerable as he opens up about his family dysfunction, and the girlfriend who broke up with him in Madrid. Celine is a strong woman, so smart and idealistic and spirited, but rebellious and angry with the lack of passion in the world. Neither of these characters is perfect, although they are perfect for each other, and the actors make it a point to piss each other and the audience off every once in a while, keeping the characters grounded in reality. The entire night takes place in Vienna, but not the fancy tourist attractions (although the first kiss takes place on that infamous Ferris Wheel from The Third Man), but rather back alleys, grungy bars, deserted parks and well-groomed cemeteries. There is a wonderful scene in a record booth where they are longing to look at each other, and each keeps looking away just before they get caught staring; wonderful conversation aside, these two have marvelous chemistry.

• 3. TITANIC (1997) - This was the first time I ever truly fell in love. I was a 16-year-old girl with a crush on Leonardo DiCaprio, and I came out of this movie awakening to filmmaking. No other movie will ever be able to touch the nostalgia this film evokes in me every time. This movie is a technical masterpiece; it was the first time I became obsessed with the process of creating a fictional environment. I bought a book on the making of the movie and found that James Cameron and his crew paid painstakingly close attention to every detail of the ship and it's occupants, making it authentic and providing a opulent backdrop for the action. The special effects were revolutionary at the time, and the final sinking moments of Titanic are a glorious marriage of tension, editing and humanity. I fell in love with Kate Winslet's spunky, passionate heroine (another redhead) and while most of the dialogue is nothing special, she and DiCaprio have a terrific chemistry that elevates the material and catches people up in their love story. This was the first film score to knock me on my ass - James Horner created an elegiac tone through use of Celtic instruments and voices, but also wrote joyous accompaniment that captures the thrill of the ship's first outing. I can't hear a bit of this score without a sense of elation. No amount of parody, or criticism, or mockery will ever make this film anything less than the most amazing movie experience I have ever had. Even as I grow older and see it's popularity wane under scrutiny and comparison to, admittedly, more accomplished films, it will always hold a special place in my heart.

• 2. SIDEWAYS (2004) - For me, this movie is all about Paul Giamatti's wounded, pathetic performance. In his hands, Miles is clever, but not quippy, could be funny if he tried harder and wasn't beaten down with plaguing self-doubt, exhausted, exasperated, sick of trying, and content to remain the sadsack he has let himself become. I become in tune with every shift in mood and empathize with Miles' struggle throughout. His best friend Jack is played by Thomas Hayden Church, leaving all traces of Nole (from '80's sitcom "Wings") behind and becoming a big, goofy whirlwind of misplaced confidence and horniness. He balances Miles' depression with his own exuberance, although he is little more than an overgrown child at best. However, he does care for Miles, in spite of his bad advice, he has the best of intentions, and succeeds only in screwing over himself. Virginia Madsen and Sandra Oh are the potential love interests. In only a few scenes, Madsen infuses Maya with the strength of a kind woman, understanding and able to care for Miles in spite of his fear and recalcitrance. And for those who only knew Sandra Oh as the prickly Cristina Yang on "Grey's Anatomy," here find she is quite natural in her earthy sensuality. A more mature take on the buddy/road movie genre, this film nevertheless has an easy flow and makes even the most awkward and difficult situations funny, heartwarming and character-building. It also contains the most hilarious use of male nudity I have ever seen!

• 1. MOULIN ROUGE (2001) - People coming into this movie had no idea what was in store for them. The movie one part sex comedy, one part musical, and one part romantic tragedy and somehow manages to blend the tones of these wildly disparate genres into a sweeping, visually stunning, and emotionally satisfying epic. It was a great idea to comprise the musical numbers of mostly '70's and '80's pop music; it is familiar to the audience, raising giggles when they here the strains of Nirvana's "Smells Like Teen Spirit" or Madonna's "Like a Virgin", but the arrangements surprisingly lend themselves to the scope and romance of the film, and it seems completely natural to hear Elton John's "Your Song" sung to a 19th century prostitute. Ewan McGregor and Nicole Kidman rose to the challenge as the leads; he had to embody a romantic hero while retaining the childlike innocence of his musical bohemian ideals; Kidman had to stretch from seductress, to dynamic theater performer, to dying lovestruck heroine. While I feel McGergor's was the more difficult role to pull off, I am so impressed with Kidmans's ability to reign in the kaleidescope of emotions (one second hilarious sex kitten, the next awed and vulnerable girl) into a comprehensible and sympathetic character. The visual style of the film is an assault on the senses; it's loud, and bright, and colorful, and moves so quickly from one shot to the next, the editing must have been an exhaustive process! The pace of the film, especially in the first 20 minutes, advances from shot to shot with such heedless abandon it could make you nauseous in a theater. But the pacing has a rhythm that really works, catching the wild splendor of the Moulin Rouge, but also capturing the magical romance. I am still stunned by the amazing "Roxanne" sequence, which expertly weaves three points of view, singing three different threads of the song, into an extremely emotional, dynamic, and visually thrilling experience.

100 Favorite Movies, Part 9

We have now reached the sentimental portion of this program. The top twenty, I feel, are not going to deeply impress most of you. They are far less universally-loved choices. But in my defense, these are the movies I come back to; I told you watchability would be a big factor in my decision making process. Not only that, but most of these movies have some special nostalgic meaning for me, either as part of a tradition, my first experience with something, or it is related to a memorable anecdote. I have a story I could probably tell about each and every one of these movie-going experiences. I think that's what keeps them special for me and it probably defies explanation. So don't be too hard on me if you don't like them. Also, you should know, that while I have ranked the top 20, on any given day, almost any of these could be my number one.

• 20. SCROOGE (1970) - We watch this one every Christmas Eve. Not only does the story embrace everything that should be important about Christmas, but it's a musical too! Most of the sentiments are simple (our favorite songs are "I Like Life" between Scrooge and the Ghost of Christmas Present, and "Thank You Very Much" between all of Scrooge's former debters) but they speak of joy, happiness and contentment. Albert Finney has great fun, actually looking the part of a miser, and then later goes through the most delightful transformation - singing off key, dancing like a great fool, handing out presents left and right and generally convincing everyone he's gone mad! It also contains an original writing of Scrooge's moments in hell where he is taunted by Marley and pathetically whines. That was an inspired idea that almost raises the film to the level of satire. And the final joyous moments of this film embody everything I love about this holiday.

• 19. THIS IS SPINAL TAP (1984) - One of the greatest mockumentary's ever, Spinal Tap follows the most pathetic band in mock-existence. But the truth is, they're really kinda lovable. They're like kids playing rock star. The music is actually pretty good - I love "Tonight We're Gonna Rock It," and "Sex Farm" is so bad it's good - and the three main performers (Harry Shearer, Michael McKean and Christopher Guest) embody these characters with equal amounts petulance, innocence and panache. The movie has two of the best jokes ever; 1) Nigel's excited explanation of how his amps go beyond 10 to 11, and 2) the "Stonehenge" act where unbeknownst to the band, their big prop is only 18 inches and they watch it fall in cring-inducing horror. Also, the DVD features a commentary with the three actors in character, dissing the movie for portraying them in a bad light, and it's just as funny as the movie itself - two movies for the price of one, in my opinion!

• 18. THE ROYAL TENENBAUMS (2001) - This movie may not seem to have a lot of substance, but it has a bizarre style that works for me. None of these characters seem even remotely like real people, with the possible exception of Danny Glover, but the movie is really about their quirks, the pauses in their dialogue and the random facts about their lives; it really isn't important whether they're realistic. The writing and acting create an offbeat rhythm that either engages you or not. I am fond of every strange development and revel in the inherent oddness of the characterizations. I also love the music choices. Thank you so much for introducing me to Nico's "These Days" during that first meeting between Margot and Ritchie - I blame that scene for my entire crush on Blake.

• 17. GOSFORD PARK (2001) - Robert Altman is the master of the large ensemble cast. Here he gathers practically every awesome actor in England for a murder-mystery at a huge English manor. The film is really about the individual characters and the class distinctions - it has a very Upstairs/Downstairs feeling as we see the way a house party functions for both classes, as well as the myriad of secret relationships and motivations that arise and play out in subtle moments. There are so many characters and small touches you have to watch the movie more than once to get it all straight, but once all is clear, I just enjoy listening to them speak and the atmosphere it creates. Maggie Smith stands out for her sublime bitchiness, and I love the moment when Jeremy Northam's movie star plays the piano for the rich elite, and all the servants creep into corners, straining to hear him sing. It's a lovely scene.

• 16. IT'S A WONDERFUL LIFE (1946) - Yeah, this choice is probably a total cliche. It's just such a great story. The concept has been done to death by now, but it was revolutionary at the time, and still delivers on subsequent viewings. James Stewart is absolutely phenomenal in the lead role; he's flawed and jealous and trapped, but you can always see the good guy that everyone loves and can understand why they all rally around him in the end. And the end! My god, that's an ending that gets me crying every time. That's the kind of person we all want to be: someone others feel blessed and privileged to know. This is so much more than just a Christmas movie - this is what we should endeavor to be every day of our lives.

• 15. LITTLE MISS SUNSHINE (2006) - The second time I saw this was in a packed theater in San Francisco and it was the funniest thing I had ever seen. It will probably never be that funny again, but it is still such a wonderful comedy, road movie and tale of family dysfunction. Each of the characters is essential to the plot, each has their moment to shine, and each actor was perfectly cast. They are dogged by amusing problems - the van that won't shift, the horn that won't stop honking - but also face personal demons of failure, rejection and the denial of their dreams. Luckily, the film closes with a scene of comedically devious horror as little Olive (Abigail Breslin) does a strip act to "Superfreak" in her beauty pageant and the reactions of all are priceless. No scene overstays it's welcome and the dynamic between all the characters manages to be over-the-top, authentic and funny, all at once.

• 14. A FISH CALLED WANDA (1988) - This one was written by John Cleese, so it's no surprise it's hilarious. Cleese is uptight barrister Archie Leech (that was Cary Grant's real name), unwittingly drawn into a robbery plot when his client's girlfriend, Wanda (Jaime Lee Curtis) tries to seduce him for information. The plot also involves Wanda's other lover, Otto (Kevin Kline) posing as her brother, and helpless stutterer Ken (another Monty Python alum, Michael Palin) trying to kill a witness. Sound confusing? It's really not, but it is a great mash-up of motivations and double-crosses. Curtis is radiant, funny, sexy and ruthless; Cleese is basically the straight man, but squeezes laughs out of every scene; Palin's sad stutterer is tortured for information, and has no problem committing human murder, but balks at the deaths of animals; and Kevin Klines steals the show (he won the Best Supporting Oscar that year) as the outrageous criminal, inaccurately quoting philosophers, speaking crappy Italian, getting jealous, and playing gay to get on Ken's nerves. It's a wonderfully twisted caper and so, so funny!

• 13. THE LITTLE MERMAID (1989) - This is the first movie I ever saw more than once at the theater and I have never really gotten over my love for Ariel. Between this and Anne of Green Gables, I grew up devastated that I wasn't a redhead. I can quote every line of dialogue in tandem with the movie, including each inflection of voice, and I drive my sister nuts while I do it. The songs are classic - can you name a girl who doesn't know all the lyrics to "Part of Your World"? It's the little girl national anthem. It also has a GREAT group of supporting characters: spineless, simpering Sebastian, sweet and innocent Flounder, Scuttle the blustering nut (I frequently do an impersonation of his singing voice), and Ursula is the ultimate drag queen. The film also looks just gorgeous, having great fun with that under the sea color palette, and creating a magical world from which I have never recovered.
• 12. THE 40-YEAR-OLD VIRGIN (2005) - How did this movie get here, you may ask? I really can't explain it, but I'll try. Steve Carell is adorable, believable as a virgin, and sweetly pathetic. His three friends (wonderfully characterized by Paul Rudd, Romany Malco, and Seth Rogen) give him conflicting horrible advice, but they are honestly just trying to help him, and in the end, they are looking out for his best interests and listening to how he really feels. Catherine Keener is the object of his affection and she is cool and lovable and rocks. And the movie, despite being gross-out humor, is so funny. From the boss trying to be his "fuck-buddy" to Seth Rogen's advice that he talk "like David Caruso in Jade" to Rogen and Rudd's ad-libbed "Know How I Know You're Gay...." scene, to the outrageous Bollywood "Age of Aquarius" ending, the movie makes me laugh every time. And I have to admit, it's the movie I put on most often before I go to bed.

• 11. WONDER BOYS (2000) - Michael Douglas spends a large portion of this movie in a ratty, pink bathrobe. He's a failing writer with a weed problem, a teacher at a local college, having an affair with his now-pregnant mistress, being hounded by his publisher (campy and awesome Robert Downey Jr.) and saddled with an odd student (Tobey Maguire). Douglas manages to convey an endearing weariness. His life is a mess, but he is a good guy, tries to give the right advice, and is kind, attentive, and amused. I have a great deal of affection for this character because he is so messed up, but so clearly deserving of some compassion. The movie follows him over an important weekend where strange things happen, life realizations are made, and quirky comedy ensues. This movie grows on me more every time I watch it.

100 Favorite Movies Part 10 (Top 10)

100 Favorite Movies, Part 8

Hey! Everyone remember that the Office is back tomorrow night, 9pm! Yay! Yay! Yay!

• 30. SIGNS (2002) - I know The Sixth Sense is supposedly the classic, but my response to Signs is much more visceral. This film so effectively builds tension is reminds me of Hitchcock, right down to the Bernard Herrmann-reminiscent score. By not truly revealing the aliens until almost the end of the film, M. Night Shyamalan meditates on an eerie mood, where baby monitors are complicit and pictures in books have ominous connotations. I still don't like to look in the reflection of a black TV screen for fear of what may be behind me. By the time the action commences, the film is no longer really about aliens, but about faith. Mel Gibson and Joaquin Phoenix are just brilliant, creating believable, credible characters that convey humor and deep emotion, and they are aided by two of the best child actors around in Rory Culkin and adorable moppet Abigail Breslin.
• 29. KILL BILL (2003 & 2004) - Quentin Tarantino expertly interweaves qualities and textures of several genres into a unique, vibrant, and engaging saga of revenge. He also assembles a great ensemble cast with vivid characterizations of Bill, Gogo, Pai Mei, Elle Driver and Oh-Ren Ishi. Uma Thurman really digs her heels into this character, and the Bride becomes an endearing mixture of raw emotion and ferocious tenacity. Tarantino is also the king of musical cues, taking a wide variety of styles and matching them to the exact right cue in the story - his soundtracks are so eclectic, they rock! Volume One is buzzing with energy, and films it's stylistic violence in creative angles, punctuating many moments with humor. Volume Two takes it's time, allowing the emotion behind the story to build and resonate, making that last conversation with Bill crackle with tension and provide a properly sad ending.
• 28. SHE'S THE MAN (2005) - I have no excuse for ranking a movie of this quality so high on my list other than it is my number one guilty pleasure. The plot is ludicrous, stretching the confines of believability, and yet I happily buy it every step of the way. Amanda Bynes's comedic style isn't for everyone, but watching her preposterous attempts to act like a boy are full-on hilarious to me. She commits to every act with such manic intensity that regardless of whether it works realistically, it's still damn funny! I have probably watched this movie more times than some of the films in my top 20 and I laugh every time. It's just plain fun for me, and features a shirtless Channing Tatum to boot. I'm not infallible, people! I'm just a girl!
• 27. BROKEBACK MOUNTAIN (2005) - I won't deny that the politics of this particular story hit me where it hurts. But this film is so much more than that. The story focuses so intently on these two men; in it's quiet, simple way it makes me care deeply and grieve for their inability to find happiness. Ang Lee manages to make a film with a message, but it's not broadcast, and it's not an agenda. This is just a story of these two, sad boys and the lives they lived. It's acted to perfection, and I love love love the score - a lot of simple guitar twangs that seem to echo mournfully across the empty countryside. The landscapes are filled with a beauty and grandeur really served best on the big screen.
• 26. A HARD DAY'S NIGHT (1964) - An entire film where the Beatles pretty much act just like themselves: witty, charming, self-deprecating, smart and full of joy. The music is, of course, superb, and the musical performances are brimming with enthusiasm. The sharp script takes advantage of each Beatles' specific personality: Paul is mostly responsible for his twisted grandfather, but able to affably talk circles around reporters; Ringo is picked on and wanders off, but knows how to throw a zinger; George is the master of facial expressions and in one of my favorite scenes, slyly tells an advertising exec the brutal truth about his star girl; and John tackles everything with a childlike exuberance, from his ongoing snarks at the manager to an irreverent bathtub session playing with toy ships, adorned in captain's hat.
• 25. DAZED AND CONFUSED (1993) - This is the way I always imagined high school would be, and even if I was wrong, this is the way I look back and remember it anyway. Nothing particularly special happens, but there are so many interesting characters and fun situations and harsh truths learned and great moments had within this film's specific attention to detail. Watching these characters is comforting; I feel like I know them. The cast delivers the closely observed dialogue with truth and humor, and a kick-ass soundtrack punches up every moment. We've all had nights like this, where nothing actually happened, and yet, everything happened. God! This movie is just so great I don't even know how to accurately sing it's praises!
• 24. SOME LIKE IT HOT (1959) - Quite simply one of the funniest movies I have ever seen. It starts off looking like a '30's gangster picture, but it's a perfectly structured comedy through and through. Tony Curtis and Jack Lemmon in drag are some of the ugliest women in the world, but they make it work. Lemmon gets to have the most fun, surrounded by the all-female band, cackling deviously and ultimately beginning to believe he actually is a girl. Curtis dons a ridiculously funny Cary Grant impersonation to woo Marilyn Monroe's sexy Sugar Kane, brimming with seductive appeal and a wispy singing voice. The movie never lets up it's break-neck pacing and every scene is peppered with fresh double entendres delivered with sublime comic timing.

• 23. GONE WITH THE WIND (1939) - The movie does come in at 4 hours, but every inch of this Civil War epic is saucy melodrama - the greatest soap opera ever told! At it's heart are two characters full of flaws, but Vivian Leigh and Clark Gable inhabit them so completely, every line and action is alive with presence and force. Yes, Scarlett is a vain, whiny brat, but she's also the strongest person in the story. Whether you hate her or not, her determination to survive gets everyone close to her through the destruction of the South. And once you strip away Rhett's southern charm, there is a wounded, faithful man desperately in love with the one woman who will never let him love her. It's a tragedy told on a sumptuous Technicolor scale and I love every minute of it!

• 22. WHAT'S EATING GILBERT GRAPE? (1993) - This film has three outstanding performances: most obviously, Leonardo DiCaprio blows our socks off as the mentally challenged Arnie, who is both exasperating and endearing, and never feels like a cliche; Johnny Depp is unusually understated as Gilbert, hitting all the rights notes, divided between feelings of love and shame for his family; Juliette Lewis is spunky and lovable, that quirky girl who blows into town and changes things just by being herself. The small town is odd, but it never feels like the film is making fun of it; there's just a sad emptiness pervading life there, causing characters to search out bizarre forms of solace. The story ends on a note of acceptance and hope, recognizing that sometimes it is ourselves and not life that gets in the way of our happiness.

• 21. THE PRINCESS BRIDE (1987) - This film has it all. A deeply romantic love story, dueling swords, a battle of wits, an engineered war, chases, weddings, people coming back from the dead, and a perverse sense of humor. Carey Elwes has a dazzling comic timing as Westley, combining a suave demeanor, rugged athleticism, and biting wit into a fallible and entertaining hero. His scenes with Inigo (Mandy Patinkin) and Fezzik (Andre the Giant) are a highlight for the comedic chemistry, superb physical comedy, and strange kinship. The script is so wonderful, mixing elements of an epic romance with slapstick and spoof so that the film transcends genre; it is part of them all. (And of course, I can't fail to mention Billy Crystal's hilarious cameo as Miracle Max, Vezzini's continuous refrain "Inconceivable," or "Hello. My name is Inigo Montoya. You killed my father. Prepare to die." AWESOME!!!)

100 Favorite Movies Part 9