In the long-lasting wake of the Once Upon a Time in Hollywood casting wrap earlier this month and the frenzy of anticipation it has sparked—which will no doubt carry into August 2019—it seems timely to dive into film history’s most stellar ensembles. I want to start by ripping the band-aid off and telling you what this isn’t. This is not a countdown to the biggest ensemble casts ever and it does not include ensembles of less than 10 notable actors. Of course, “notable” is subjective, but for the sake of this list, it refers to A-listers and beloved character actors. The actor qualifies as an A-lister if they ever were one. They do not currently have to be one and they do not have to have been one at the time the film was made. What is this then? It is a ranking of the largest ensembles in the greatest films. There is no point system or clear-cut identifier as to which ended up where exactly, but you’ll notice that the casts get bigger and the films get relatively better as the list progresses.

So, if you’re skating through to see where Glengarry Glen Ross (1992) landed, you’re going to be disappointed. It’s an unbelievable ensemble performance, but it only has eight notables. As much as I love it, this is a mercilessly exclusive group and there are too many films that meet the criteria to make an exception. If your heart is set on a Valentine’s Day (2010) appearance, go buy some chocolates, turn on an old movie, and Elle Woods your way through it, because the film actually has to be great to make the list. If we concluded with the most stacked films of all-time without attention to quality, the top ten would sour in the despicable likes of Movie 43 (2013), The Expendables series, Avengers: Infinity War (2018), and New Year’s Eve (2011) among others. Essentially, the value would be placed in money over merit and the wealthiest projects would occupy the top tier—a real-life parallel that needs no repetition.

In a moment of critical sobriety, I decided to limit Paul Thomas Anderson, Robert Altman, and Wes Anderson to two films a piece simply because they each have multiple peerless films with huge all-star casts and in a list of 25 I want to keep the playing field somewhat level. Also, for the sake of this list, brief cameos are not necessarily moot, but they are not included in the film’s ensemble count. For instance, if The Big Short was on the list—it isn’t—Margot Robbie’s delightful bathtub diatribe would not earn her recognition in the group of A-listers prominently featured. Alright, enough rules. Let’s get into it.

25. Anchorman: The Legend of Ron Burgundy (2004)

As far as film history is concerned, the legend of Ron Burgundy (Will Ferrell) is just that—legendary. Pre-dating 40-Year-Old Virgin (2005), Knocked Up (2007), Superbad (2007), Step Brothers (2008), and the like, Anchorman ushered in the era of Apatow that took American audiences by storm with its outlandish, improvisational style. It’s well-balanced with a slew of stars (Paul Rudd, Christina Applegate, Steve Carrell), a handful of beloved character actors (Chris Parnell, Fred Armisen, Fred Willard, Danny Trejo), yet unrecognized talents in tiny roles (Kathryn Hahn, Seth Rogen, Paul F. Tompkins) and surprise A-listers (Luke Wilson, Ben Stiller). Not to mention, who could ever forget the motorcycle-hardened, burrito-mourning Jack Black punting poor Baxter off the Coronado Bridge?

24. Spotlight (2015)

Tom McCarthy’s disquieting re-telling of the Boston Globe’s indictment of the local Archdiocese of the Catholic Church is most often (and rightly) discussed for its disturbing content and real-world applications, both of which the film addresses with stunning poise. But, my god, how about that lineup? The “Spotlight” team itself radiates star power (Rachel McAdams, Michael Keaton, Mark Ruffalo, Liev Schreiber, Brian d’Arcy James) and the supporting cast isn’t much less impressive (Stanley Tucci, Billy Crudup, John Slattery basically reprising his Mad Men role, Paul Guilfoyle, Jamey Sheridan).

23. True Romance (1993)

Christian Slater, Patricia Arquette, Dennis Hopper, Val Kilmer, Gary Oldman, Michael Rapaport, James Gandolfini, Chris Penn, Tom Sizemore, Christopher Walken, Samuel L. Jackson, and Brad Pitt. Hell, even the screenwriter is an A-lister (Quentin Tarantino). Beyond providing the screenplay in all of its pulpy eccentricities, Tarantino clearly rubbed off his yet unknown love for massive ensembles on the piece. Scott utilized everything in front of him to achieve the most singular direction and, consequently, best film of his career.

22. Gosford Park (2001)

The who’s who of 21st century UK film royalty, Altman’s examination of class disguised as murder mystery employs a sparkling range of faculty from then-burgeoning A-listers like Clive Owen and Emily Watson to staples like Tom Hollander, Camilla Rutherford, Richard E. Grant, and Stephen Fry to established sovereignty of the industry like Maggie Smith, Helen Mirren, Alan Bates, Kristin Scott Thomas, Michael Gambon, and Eileen Atkins. And, as always, some notable Americans couldn’t keep their bloody paws off (Ryan Phillippe, Bob Balaban).

21. Tropic Thunder (2008)

Writer/director/actor Ben Stiller’s Vietnam War satire is an ensemble triumph of hilarity. Jack Black, Robert Downey Jr., and Stiller headline the cast, which is rounded out by Jay Baruchel, Steve Coogan, Nick Nolte, Danny McBride, and Bill Hader. Christine Taylor (Stiller’s wife) shows up in the faux-film “Simple Jack,” Matthew McConaughey is suspiciously perfect as a bro agent, and Tom Cruise delivers one of the most eclectic performances of his career as the outraged (and dancing) Les Grossman. Cameos by the likes of Tyra Banks, Maria Menounos, Jon Voight, Jennifer Love Hewitt, Jason Bateman, Lance Bass, and Alicia Silverstone are a bonus, but the true genius of the film is found in its constant references to film history’s most significant Vietnam movies.

20. Get on the Bus (1996)

As important as it is great, Get on the Bus brought together an all-star black cast at a time when it was relatively unheard of on such a large scale. Spike employed many of his past and soon-to-be regulars to establish a group of culturally diverse men with a shared goal to participate in the Million Man March. The dynamite cast includes Wendell Pierce, Isaiah Washington, Richard Belzer, Charles S. Dutton, Harry Lenix, Ossie Davis, Albert Hall, Randy Quaid (an obvious outlier), Andre Braugher, and Bernie Mac.

19. Heat (1995)

The first thing that comes to mind here is not “ensemble.” It’s Robert De Niro and Al Pacino’s names in all caps. Heat has etched itself into film history canon with its iconic diner discussion and showdown finale between De Niro and Pacino, but the rest of the cast deserves some serious love. Val Kilmer, Jon Voight, Amy Brenneman, Ashley Judd, Dennis Haysbert, Ted Levine, Tom Sizemore, Danny Trejo, William Fichtner, Hank Azaria, Jeremy Piven, Mykelti Williamson, Wes Studi, Tom Noonan, and a tweeny Natalie Portman. Every familiar face contributes to the excellence of Mann’s magnum opus.

18. The Hours (2002)

Like Heat, Daldry’s film is rarely recognized for its huge ensemble; rather, it’s recognized for its A-list leading ladies (Meryl Streep, Julianne Moore, and an unrecognizable Nicole Kidman as Virginia Woolf). As if those three aren’t enough, the time-hopping literary drama includes characters played by Toni Collette, Ed Harris, Allison Janney, John C. Reilly, Claire Danes, Jeff Daniels, Stephen Dillane, Eileen Atkins, and the queen of all supporting roles, beloved character actress Margo Martindale.

17. Wet Hot American Summer (2001)

This wacky flick probably sits a little higher on this list than most would expect. But even if the comedic stylings aren’t up your alley, this is about great ensembles working together to make great films, and it is a fascinating illustration. No film has predicted stardom and comedic synergy better than David Wain and Michael Showalter’s breakout project. They captured the comedic brilliance of Paul Rudd, Elizabeth Banks, Amy Poehler, and Bradley Cooper pre-fame, paired it with an overflowing gaggle of character actors (H. Jon Benjamin, Janeane Garofalo, Michael Ian Black, David Hyde Pierce, Christopher Meloni, Joe Lo Truglio, Ken Marino, Judah Friedlander, and more), and in doing so, cemented this turn of the century comedy into ensemble glory.

16. The Women (1939)

In 2018, it can be difficult to determine the ensemble gravity of the recesses of Hollywood’s Golden Age, but rest assured that Cukor’s boundary-pushing picture belongs in the collective blinding light of celebrity stardom that shines from every film on this list. Norma Shearer, Joan Crawford, Rosalind Russell, Joan Fontaine, Mary Boland, Paulette Goddard, Phyllis Povah, Lucile Watson, Virginia Weidler, Ruth Hussey, Marjorie Main, Virginia Grey, and the infamous Hedda Hopper. Although the film accomplished an astounding feat with an exclusively female cast (yes, even the animals), I’m not sure how the anti-Bechdel tagline (“It’s All About Men!”) would fare in today’s Hollywood.

15. The Ice Storm (1997)

The Ice Storm is one of many incredible James Schamus/Ang Lee (writer, producer/director) pictures within the duo’s ever-moving career, but it is the only one with a loaded cast. The division of stardom is stark enough to suggest that this wasn’t intended to be a huge ensemble film at the time. On one hand, you have the then A-list talent of Christina Ricci, Sigourney Weaver, Elijah Wood, Kevin Kline, and Joan Allen. And on the other, there are the future stars in Tobey Maguire, Katie Holmes, and Allison Janney. A solid cast of seemingly always present supporters accompanies them, including Henry Czerny, Jamey Sheridan, and debatably the most beloved character actor of all-time—in a contest with Margo Martindale, of course—David Krumholtz. Pinpointing the remarkable cast only scratches the surface of what makes this the best film the duo made that decade.

14. Ocean’s Eleven (2001)

Perhaps the most self-explanatory movie on this entire list, Ocean’s Eleven is the poster child of ensemble films, celebrated for its riveting star power and supremely effective casting. A simple list of names ought to jog your memory if Ocean’s 8 (2018) didn’t already: Bernie Mac, Brad Pitt, Matt Damon, George Clooney, Julia Roberts, Andy Garcia, Casey Affleck, Don Cheadle, Scott Caan, Elliott Gould, Topher Grace, and Carl Reiner. It’s tempting to give the award to the equally great Ocean’s Twelve (2007) for its Catherine Zeta-Jones and Vincent Cassel additions, but in the event of such a close call, the tie goes to the original. The other two installments can fight for the scraps.

13. 12 Years a Slave (2013)

McQueen’s disturbing but necessary re-telling of a free black man’s capture and enslavement in the 19th century plantation-riddled Southern US is not the kind of movie you walk out of discussing star power. But once you’ve done some processing and have time to revisit the details, you’ll realize that the screen was nearly on fire from start to finish. The historical tragedy carries the A-list likes of Chiwetel Ejiofor, Lupita Nyong’o, Sarah Paulson, Benedict Cumberbatch, Paul Giamatti, Brad Pitt, Michael Fassbender, and Paul Dano. And don’t forget the treasured supporting cast (Alfre Woodard, Michael Kenneth Williams, Storm Reid, Scoot McNairy, Taran Killam, and Bill Camp).

12. The Royal Tenenbaums (2001)

If this was a list based entirely on preference, Anderson’s film would be wearing silver simply because I can’t ever seem to get enough of it. This was the world’s introduction to large Wes Anderson ensembles, every focal character is an absolute knockout, and the specific chemistry of this tight, starry cast is so delightfully depressing. But, in an attempt to spread the wealth and infuse some attempted objectivity, I think pushing it back ten spots is fair. Also, the Wes Anderson favorite has one of the smallest ensemble numbers on the list, barely qualifying with ten, but feeling as loaded as the top five with at least two A-listers on screen in nearly every scene. In order of my adoration for each character: Luke Wilson, Gwyneth Paltrow, Owen Wilson, Bill Murray, Ben Stiller, Danny Glover, Anjelica Huston, Gene Hackman, and Alec Baldwin (with the lovable Wes Anderson regular, Kumar Pallana as Pagoda—the cherry on top).

11. I’m Not There (2007)

Todd Haynes’ experimental Bob Dylan biopic is brimming with ambition and teeming with intelligence. This one is for the Dylan-desperate, but also anyone who follows the novel stylings of Haynes. Dylan is portrayed in one way or another by six different actors: Richard Gere, Christian Bale, Ben Whishaw, Heath Ledger, Cate Blanchett—who was nominated at the Oscars for her role as the snide, electric Dylan—and Marcus Carl Franklin (not famous in his own right, but he deserves some attention as one of the six leads). Narration by the smoky voice of Kris Kristofferson and appearances by Michelle Williams, Haynes staple Julianne Moore, Charlotte Gainsbourg, Bruce Greenwood, and David Cross (as poet Allen Ginsberg) thicken the film’s argument for ensemble greatness. Make this your new Heath Ledger memorial watch. Don’t think twice, it’s all right—The Dark Knight (2008) is not suffering from lack of attention.

10. Boogie Nights (1997)

Though not his first film, Boogie Nights has sort of stolen the title of PTA’s emergent feature debut (sorry, Hard Eight—I still like you). Only 27 at the time, PTA masterfully directed Mark Wahlberg (then better known as Marky Mark), Julianne Moore, John C. Reilly, Luis Guzman, Burt Reynolds, Don Cheadle, Heather Graham, William H. Macy, Philip Baker Hall, Alfred Molina, Melora Walters, and Philip Seymour Hoffman into a majestic, magnetic tale of the ‘70s/’80s LA porn industry. I’ll never understand how the 4th Annual SAG Awards justified giving Best Ensemble to The Full Monty—that decision is not aging well. Boogie Nights is a cinephile’s dream. It’s like a Kubrick—tremendously long, compelling, but never limp. And, my god, the payoff is huge.

9. Pulp Fiction (1994)

What can be said about Tarantino’s Palme d’Or winning sensation that hasn’t been said already? The movie is significant enough to occupy its own square on Hollywood Boulevard’s Walk of Fame. Samuel L. Jackson, Uma Thurman, and John Travolta deliver decade-defining performances. Bruce Willis, Steve Buscemi, Christopher Walken, Tim Roth, Eric Stoltz, Ving Rhames, Harvey Keitel, and Tarantino round out the top tier, and Rosanna Arquette, Frank Whaley, and Peter Greene provide superbly strange supporting roles—then again, nothing in this movie is void of strange. Its originality is one of its most attractive characteristics.

8. JFK (1991)

Some call him a historian, some a fake, others a communist spy. But Stone calls himself a “dramatist” and this is his most provocative drama—a blend of legitimate conspiracy, tiny truths, and total unabashed fiction that gets its stinging point across without ever needing to lean on stark historical accuracy. It breached the public conscience, infused a healthy dose of distrust of the government in the American people, and led to a congressional hearing to eventually declassify the Kennedy assassination files. It also had one of the most loaded casts in film history: Kevin Costner, Laurie Metcalf, Sissy Spacek, Vincent D’Onofrio, Gary Oldman, Kevin Bacon, Tommy Lee Jones, Joe Pesci, Donald Sutherland, Jack Lemmon, John Candy, Wayne Knight, Edward Asner, Michael Rooker, and Dale Dye. Not to mention, a rousing historical introduction via Martin Sheen’s narration.

7. The Lord of the Rings Trilogy (2001-2003)

If you’re already upset because I didn’t pick just one, pretend I picked The Two Towers because that’s my favorite. However, the trilogy as a collective earns this single spot due to its cast consistency. Barring the death and addition of a few certain characters, the ensemble remains relatively set in place. Elijah Wood, Sean Astin, Cate Blanchett, Liv Tyler, Andy Serkis, Viggo Mortensen, Hugo Weaving, Orland Bloom, Ian McKellen, Marton Csokas, John Rhys-Davies, Sean Bean, and Dominic Monaghan appear in all three, and Karl Urban, Christopher Lee, Ian Holm, David Wenham, and Miranda Otto are in 2/3. Fun fact: together the three films share 17 Oscars.

6. Murder on the Orient Express (1974)

If you haven’t noticed already, almost every one of these films is directed by a film legend. I shouldn’t have to defend that. It’s a switchback argument. Great directors make great films make great lists made up of great films made by great directors, etc. This is no exception. For those not familiar with film history—Sidney Lumet gifted us with jewels from 12 Angry Men (1957) to Before the Devil Knows You’re Dead (2007) to the original Murder on the Orient Express, which fell in the middle of an indomitable back-to-back-to-back-to-back run in Serpico (1973), itself, Dog Day Afternoon (1975), and Network (1976). The all-star cast includes Albert Finney, Ingrid Bergman, Sean Connery, Lauren Bacall, Vanessa Redgrave, Jacqueline Bisset, Wendy Hiller, John Gielgud, Michael York, Anthony Perkins, Martin Balsam, Richard Widmark, Jean-Pierre Cassel, and Rachel Roberts.

5. The Grand Budapest Hotel (2014)

(Note to all the disappointed Moonrise Kingdom (2012) super-fans: I hear your woes. It’s a terrific ensemble film. Yet, the major screen time held by the two fantastic, but not even slightly famous, central characters made the choice pretty easy.) I didn’t want to spoil the excitement of the reveal when I was talking about The Royal Tenenbaums earlier, but it’s impossible to leave this wildly imaginative and blindingly starry culmination of Anderson ensembles out of the top five. Plus, it’s many peoples’ favorite of his and certainly near the top for me. By 2014, Anderson had established himself alongside Altman, P.T. Anderson, and Tarantino as peerless ensemble commanders in film history. And it’s safe to say that no one had ever seen anything like Grand Budapest.

Capitalizing on Anderson’s knack for decorous production design, punctilious photographic symmetry, and magnificent screenwriting, each member of the cast managed to supply a nonpareil performance. Newcomers Saoirse Ronan, Léa Seydoux, Ralph Fiennes, Jude Law, Lucas Hedges, Tom Wilkinson, F. Murray Abraham, and Bob Balaban showed their prowess while the regulars settled into place with ease (Tilda Swinton, Jeff Goldblum, Harvey Keitel, Adrien Brody, Willem Dafoe). And, of course, the dearest and earliest of all frequent collaborators—Bill Murray, Owen Wilson, and Jason Schwartzman—form the center of the secret concierge Society of the Crossed Keys.

4. It’s a Mad Mad Mad Mad World (1963)

With this epic screwball comedy, Kramer sought to round up the entire A-list comedy community, and he damn near did it. It is, undoubtedly, the film with the most noteworthy actors on this whole list, but many of which do/did not qualify as A-list and many A-listers who were essentially cameos. Hence, the reason it was unable to crack the top three. That said, I am not taking anything away from this film. Not only is it an absolute riot, but it is the crown anomaly of—socio-political controversy king—Stanley Kramer’s otherwise staid career. The rest of this blurb should probably just be devoted to listing as many cast members as I reasonably can so you get the picture.

The principal ensemble alone qualifies: Edie Adams, Sid Caesar, Buddy Hackett, Dorothy Privine, Milton Berle, Ethel Merman, Dick Shawn, Mickey Rooney, Phil Silvers, Jonathan Winters, Terry-Thomas, basically the only non-comedian in the entire movie, Spencer Tracy. Supporters like Eddie Anderson, Jim Backus, Peter Falk, Jimmy Durante, William Demarest, and Paul Ford push it into stardom heaven. And—take a deep breath if you’re reading this out loud to anyone—cameo appearances by Jerry Lewis, The Three Stooges, Carl Reiner, Buster Keaton, Don Knotts, Sterling Holloway, Jack Benny, Paul Birch, Joe E. Brown, Alan Carney, Ben Blue, Andy Devine, Lloyd Corrigan, ZaSu Pitts, Chick Chandler, Charles Lane, Stan Freberg, and (believe it or not) many more blend with the rest to form an all-time achievement. As if that wasn’t enough, Kramer also went offered Peter Sellers, Bob Hope, Groucho Marx, Stan Laurel, Bud Abbott, Judy Garland, and others roles that were eventually turned down or cut.

3. Short Cuts (1993)

(Note to the curious and/or frustrated Altman lovers: Gosford Park and Short Cuts edged out Nashville (1975) due to the heavy screen time of a slightly lesser-known—remarkable nonetheless—cast and The Player (1992) because of its reliance on the dense dose of cameos. Plainly speaking, all belong in the ensemble hall of fame.) Altman’s film is well-aware of its star power. The poster for the film was virtually just a list. It reads: Andie MacDowell, Bruce Davison, Julianne Moore, Matthew Modine, Anne Archer, Fred Ward, Jennifer Jason Leigh, Chris Penn, Lili Taylor, Robert Downey Jr., Madeleine Stowe, Tim Robbins, Lily Tomlin, Tom Waits, Frances McDormand, Peter Gallagher, Annie Ross, Lori Singer, Jack Lemmon, Lyle Lovett, Buck Henry, and Huey Lewis. Clocking in at just over three hours, this interwoven adaptation of Raymond Carver short stories tailored to Los Angeles is truly one of Altman’s best, and that’s saying a whole hell of a lot.

2. The Thin Red Line (1998)

Don’t ever complain to a Malick fan about waiting. After the ineffable Days of Heaven (1978), two decades of radio silence sank all hopes of a return into oblivion until he emerged with this beautiful, gut-wrenching, impressionistic exploration of the human condition according to wartime. Apparently, the seemingly eternal wait was met with strenuous demand because everyone who was anyone in Hollywood found themselves drooling over the opportunity to read for a role. Brad Pitt, Nicolas Cage, Matthew McConaughey Leonardo DiCaprio, Ethan Hawke, Johnny Depp, and others either met with Malick or read for roles to no avail.

On the other hand, those who did make the cut—some by the margin of a mere scene (George Clooney)—transformed the picture into an indestructible A-list vehicle (Adrien Brody, Jim Caviezel, Nick Nolte, John Cusack, John Travolta, Woody Harrelson, Sean Penn, John C. Reilly, Jared Leto, Elias Koteas, John Savage) with extraordinary detail of beloved character actors (Tim Blake Nelson, Thomas Jane, Mark Boone Junior, Miranda Otto, Ben Chaplin, and Nick Stahl). It also champions the award for Malick’s most effusive mythical deletion of A-listers that supposedly filmed scenes (Mickey Rourke, Bill Pullman, Lukas Haas, Martin Sheen, Viggo Mortensen, and a 3-hour bout of overlaid narration from Billy Bob Thornton), but a couple of them have since been discounted (Sheen, Mortensen). Ultimately, The Thin Red Line is the archetypal essence of what this list seeks to acknowledge, but one film barely bests it.

1. Magnolia (1999)

(Note to other P.T. Anderson purists: you understand the pain I endured and the insanity I staved to not include Inherent Vice (2013) on this list in all of its ensemble wonder). Enchanting from the first second of its antique exordium to the last second of its Aimee-Mann-overlaid fourth wall obliteration, Magnolia is a modern, comi-tragic fable of Homeric proportion (complete with significant animal roles). Other directors might have left the same story at “shit happens,” but Anderson braves the dark of the human soul in all of its pain and longing. He weaves like Woodcock through sparsely intertwined stories of childhood disappointment, incessant embitterment, and shattering loss, slowly unveiling the philosophical reality that unifies them all. There are no big bang realizations, no kitschy screenwriting maneuvers, nothing of the sort. It’s like a winding puzzle with un-primped edges all around looking for companion pieces—incomplete, but somehow perfect because the puzzle maker designed it that way.

In all of this, Anderson’s brilliant direction would be less so if the methodical subtlety of emotion weren’t offered by the films sovereign ensemble. Tom Cruise, Melora Walters, Julianne Moore, Philip Seymour Hoffman, John C. Reilly, William H. Macy, Orlando Jones, Melinda Dillon, Patton Oswalt, Jason Robards, Philip Baker Hall, Luis Guzman, Alfred Molina, Thomas Jane, Clark Gregg, Neil Flynn, William Mapother, and Henry Gibson (plus, voice roles by Mary Lynn Rajskub and Paul F. Tompkins) form a perfect balance of stardom and celebrated support. It also comes with one of my favorite film history stories to imagine: Anderson meeting Kubrick and Cruise in England on the set of Eyes Wide Shut (1999) to implore Cruise to take the role mere months before Kubrick died. I like to think of it as a passing of the torch from the once greatest living director to the current greatest living director. And Magnolia was the first thing to come of it. It is, quite frankly, one of the greatest films ever made, and without a doubt, the ensemble of all ensembles.