1. The Vanishing (1993)

The movie-within-a-movie in Robert Altman's 1992 Hollywood satire The Player was originally pitched with no stars and a downbeat ending where the heroine, falsely incarcerated and put on death row, gets gassed just before new evidence exonerates her. But once the film goes through the studio mill, it comes out hilariously compromised, with a new, test-audience-approved ending where Bruce Willis rescues inmate Julia Roberts at the last second. The English-language remake of the disquieting Dutch abduction thriller The Vanishing is the movie-within-a-movie in The Player—and remarkably, the original film's director, George Sluzier, can be held responsible for selling out his own work. For much of its 109 minutes, the remake is simply a poor facsimile, attempting to recapture the magic through mostly note-for-note scenes and sequences, but with most of the tension conspicuously sucked away. And then it gets to the ending, so unforgettably chilling and uncompromising in the original, now only slightly less vulgar than it might have been if Bruce Willis had shown up for a last-minute rescue.


2. Scarface (1983)

Brian De Palma's famously brutal remake of Scarface deviates from Howard Hawks' thrillingly Neanderthal original wildly enough that its film-closing dedication to Hawks and legendary screenwriter Ben Hecht rings bitterly ironic. Both films are steeped in the eras that birthed them. The original Scarface was a thinly veiled portrayal of Al Capone as a heartless working-class brute, while De Palma's iconic update re-imagines the title mobster as a psychotic Cuban immigrant who washes up on American shores as part of the Mariel Boatlift. Though the original Scarface was as brutal and violent as the times would allow, its hilariously over-the-top remake is permeated with graphic bloodshed, cartoonish drug use, and all-around bad behavior that would be inconceivable in 1930. Besides, how many Paul Muni posters do you see adorning the mansions of rappers on Cribs? In their own transgressive, boundary-pushing way, however, Hawks and company were gangsta.


3. Last House On The Left (1972)

Wes Craven's low-budget thriller Last House On The Left exploited turn-of-the-'70s anxieties about teen freedom in the post-counterculture era by making two 17-year-olds' trip to the city to see a rock concert a descent into Charles Manson-inspired hell. But their kidnapping and eventual murder backfires when their hippie-ish killers happen on the girl's square parents, who put two and two together and exact violent revenge. Craven's film couldn't be any more a product of its time, but more than the modern trappings, explicit violence, and gone-memorably-awry fellatio scene set it apart from its surprising source: Ingmar Bergman's 1960 film The Virgin Spring. Set in medieval Sweden and based on a ballad from the era, Bergman's film concerns, at least in part, the shift from pagan values to Christian forgiveness, and it ends with an unexpected miracle. Craven's film also deals with shifting values, but offers less hope that the times to come will be kinder.


4. You've Got Mail (1998)

You've Got Mail and its forebear, 1940's The Shop Around The Corner, are very much of their time, but only the original can be called timeless. E-mails and Internet chat rooms have overtaken pen pals and love notes in reality, but in the world of cinematic romance, Tom Hanks and Meg Ryan's bland cyber-flirtation holds none of the intrigue and anticipation of Jimmy Stewart and Margaret Sullavan's excruciatingly oblivious letter-writing courtship. While the nuts and bolts remain the same—rival business associates antagonize each other in real life while unknowingly carrying on a secret romance via the written word—and Hanks and Ryan are passable facsimiles of the original pair, Shop's setting in interwar Budapest and its infidelity subplot lend some weight and pathos to the lovelorn shenanigans. By comparison, Mail's self-consciously sentimental depiction of harried Manhattanites locked in corporate warfare seems somewhat crass. Shop's lightning-in-a-bottle combination of charm, wit, and delicate sentiment is the reason it's in the National Film Registry, while its progeny is on an endless loop on basic cable—and the musical update starring Judy Garland, 1949's In The Good Old Summertime, has been essentially forgotten.


5. City Of Angels (1998)

There are dozens of superficial differences between Wim Wenders' 1987 arthouse classic Wings Of Desire and Brad Silberling's weepy 1998 remake City Of Angels. For example, the love interest is a doctor instead of a circus performer, and her love affair with an angel who becomes human for her takes some very different turns. (Spoiler alert: In Wings Of Desire, the angel and the woman get together at the end; in City Of Angels, they get together and then the woman dies.) But the real irreconcilable difference between the two films stems from what they're trying to do. Wings Of Desire is a love letter to Berlin and its inhabitants, as seen through the eyes of an immortal who wants to share the joys and pains of the people he observes every day. City Of Angels is a dopey tearjerker with a contrived twist ending. Advantage: Wenders.


6. Breathless (1983)

It's understandable why Hollywood would seize on some foreign films as prime remake bait. (After all, anything with sword-wielding samurais or creepy ghosts only needs a few tweaks and weapons upgrades to become perfectly palatable to American audiences.) But Breathless? Jean-Luc Godard's idiosyncratic 1959 riff on B-movie poses and youthful ennui? Remaking that film is like a writer scrawling his own version of someone else's autobiography. Nevertheless, oddball writer-director Jim McBride took a crack at it in his 1983 Breathless, which stars Richard Gere as a fugitive from the law, tooling through Las Vegas and Los Angeles in pursuit of a bewitching French college student. McBride's Breathless has its charms, but it has nothing significant to say about French or American culture. It just borrows Godard's scant plot and uses it to make the kind of peppy trash that the characters in the original Breathless might've liked.


7. His Girl Friday (1940)

During preparations for his remake of 1931's The Front Page (the first film adaptation of Ben Hecht and Charles MacArthur's classic stage play), director Howard Hawks had his secretary read the part of hard-charging male reporter Hildy Johnson in a scene with unscrupulous editor Walter Burns. Hawks liked the gender switch so much that he had screenwriter Charles Lederer rework the story to make Hildy and Water a divorced couple, reunited one last time for a hot story on a soon-to-be-executed anarchist. The change brought a romantic-comedy element to Hecht and MacArthur's pitch-black media satire, with the potent sexual chemistry between His Girl Friday stars Cary Grant and Rosalind Russell creating a very different Walter-Hildy dynamic than that between Adolphe Menjou and Pat O'Brien in The Front Page. While The Front Page centers on two men held together by circumstance to achieve a professional goal, His Girl Friday is about two impulsive ex-lovers who choose lust and excitement over boring old domesticated love. The plots are similar, but the stories couldn't be more different.


8. Thieves Like Us (1974)

Edward Anderson's 1937 novel Thieves Like Us—based on the real-life story of Bonnie and Clyde—was first adapted to the screen in 1950 as They Live By Night, and directed by Hollywood iconoclast Nicholas Ray. A quarter-century later, another rebel, Robert Altman, put his own indelible stamp on the material. Both films follow Anderson's basic plot: A baby-faced bank robber becomes a media sensation, sparking jealousy in his colleagues and concern in his girlfriend. But They Live By Night emphasizes the gritty details of young love and underworld adventuring, while Altman's version is dreamier and more lyrical, playing up the complex relationships between criminals and their families. In other words, it's a Robert Altman film, pushing the plot into the background in order to take a better look at the people.


9. The Killers (1964)

Based on the Ernest Hemingway short story, 1946's and 1964's The Killers have the same basic setup: A pair of hit men hold a group of people hostage while waiting for their mark to show up. As it happens, their would-be victim expects them with mysterious passivity. But that's where the similarities end: Richard Siodmak's 1946 noir staple is photographed in marvelously expressive black-and-white, which helps sustain its despairing tone more than the script's lethargic parade of double, triple, and quadruple crosses. By contrast, genre master Don Siegel places his cheerfully sadistic 1964 version largely in broad daylight, with splashy colors, fast cars, cheap process shots, and titillating acts of violence, most notably in an infamous scene where Ronald Reagan smacks Angie Dickenson around. Critics trashed Siegel for his viciousness, but his take remains the livelier of the two, and his bantering hit men served as a precursor to John Travolta and Samuel L. Jackson in Pulp Fiction.


10. The Wicker Man (2006)

Robin Hardy's 1973 original: A dated but still-spooky mystery movie in which self-righteous, prim Christian cop Edward Woodward charges around a private island, hunting a missing girl and encountering a creepy conspiracy of silence. It's slow in places, as when Christopher Lee literally stands around, musingly observing some snails fucking, but it's atmospheric and horribly tense, first because of the discomfort Woodward induces everywhere he goes, then because of the discomfort he endures as he finally realizes what's going on. Neil LaBute's 2006 remake: An instant camp classic, in which Nicolas Cage charges around a similar island, punching women in the face and yelling eminently quotable, laughable lines like "How'd it get burned? Howdigeburnd?" Cage's frothing performance is a good part of the problem, but even a master thespian would have had problems with the script retooling, which for instance requires his bee-allergic character to stumble into a field of beehives, then charge out yelling, amid shocky, lunge-filled camerawork that tries and fails to make it look like the scary killer beehives are coming after him or something. LaBute packs the film with cheap fake-out scares (It was all a dream! Boo! Oh wait, this is a dream too! Boo again some more!) and dim-witted misogyny (like bees, women are totally all female, and want to kill you!), and his desperate, forced attempts to make the proceedings scary have the opposite effect.


11. Dawn Of The Dead (2004)

On its own, Zack Snyder's re-do of George Romero's zombie classic Dawn Of The Dead isn't so bad, but it certainly isn't on the level of Romero's film. In 1978, Romero fused a well-plotted survival tale—about four non-zombies who hole up in a shopping mall and turn it into a mini-utopia—to a wickedly satirical critique of consumerism and class struggle. The original Dawn Of The Dead is simultaneously funny, thrilling, and repulsive, a towering achievement in horror filmmaking that tries to make viewers sick to their souls, not just their stomachs. Snyder's version, scripted by James Gunn, adds more survivors and faster zombies, becoming a rollicking action flick that pits good against evil instead of a morally ambiguous think-piece in which good and evil are harder to discern. Unlike a lot of '00s horror remakes, Dawn Of The Dead does take more from the original than just its title, but it leaves behind the brains… which no respectable zombie movie should do.


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12. I Think I Love My Wife (2007)

On its face, Chris Rock's unexpected remake of Eric Rohmer's Chloe In The Afternoon—the last of Rohmer's Six Moral Tales—could hardly seem more incongruous. What could the popular comedian and sometime filmmaker possibly have in common with a French New Wave stalwart known for his talky dissections of bourgeois relationships? And how might the sentiments of an early-'70s arthouse picture be reconfigured for today's American mainstream audiences? Unsurprisingly, the two films have virtually nothing in common on the surface, but co-writer/director/star Rock stays faithful to the spirit of Rohmer's original, grappling honestly with the uncertainties of settling down and the temptations that lurk outside even the most stable marriages. Rock has been doing stand-up bits for years about a man's responsibilities to his wife and family, and that moral streak finds some traction in Rohmer's basic story about a monogamous professional whose extramarital daydreams turn into real-life temptation. As for that bizarre, desperately unfunny 10-minute interlude about Viagra, that's where the two part company.


13. Ocean's Eleven (2001)

Both the 1960 Ocean's Eleven and the 2001 version are predicated on the idea that if the moviegoing public queues up to see stars, they'll come in droves to see lots of stars—particularly if those stars are stuck in a low-stakes Vegas heist plot and allowed to relax and be themselves. The difference is that in the 2001 Ocean's Eleven, the plot is tighter and twistier, the stars are more self-aware, and there's a strong director in charge. Steven Soderbergh helms a stylish, snappy neo-Rat Pack movie that out-heps the ultimate hepcats, playing off the memory of the swingin' '60s rather than the often-dreary reality. The 2001 Ocean's Eleven merely doffs its cap respectfully toward the original, then shows how to make a cast of Hollywood heavyweights entertaining, not just attractive.


14. The Manchurian Candidate (2004)

Remakes of well-established classics may seem like a fool's game, but director Jonathan Demme did two of them in a row: The Truth About Charlie, a French New Wave-inspired reworking of the Cary Grant/Audrey Hepburn trifle Charade, and a post-Cold War makeover of the definitive 1962 Cold War thriller The Manchurian Candidate. The former, though graced by a radiant Thandie Newton and an affectionate running homage to French cinema and culture, collapsed into a confusing muddle around a listless lead performance by Mark Wahlberg. But Demme's take on The Manchurian Candidate is a lesson on how to honor the original film while rethinking and revitalizing it for a changed world. With the Gulf War standing in for Korea—and Meryl Streep as a more-than-capable replacement for the wonderfully insidious Angela Lansbury—the film uses the pulpy brainwashing premise as a metaphorical indictment of corporate culture and its overwhelming influence in American politics.


15. Sleuth (2007)

Anthony Shaffer's play Sleuth has never made much sense as a movie, relying as it does on a second-act switcheroo that requires a fall of the curtain and the sort of imaginative leap that's easier to make onstage than onscreen. Though still a dated treatment of male gamesmanship and sexual tension, the 1972 version, adapted by Shaffer himself, at least functions as gadget-crazed entertainment, with seasoned thespians Michael Caine and Laurence Olivier going mano-a-mano. Kenneth Branagh's disastrous remake must have seemed like a good idea at the time, with Caine returning in the Olivier role and Harold Pinter (who claimed never to have experienced Shaffer's play in any form) penning the relentlessly streamlined script. But Branagh's laughably baroque experiment sucks all the fun out of the original, needlessly dressing up the proceedings with surveillance cameras, a silly modernist set, and self-parodic Pinter dialogue that requires the actors to. Talk. Like. This.


16. The Fly (1986)

The 1958 film The Fly didn't veer too far from the George Langelaan short story published in Playboy just a year before. Vincent Price plays the brother of a scientist whose teleportation experiments go terribly awry when a housefly crawls into the booth with him, leaving him with a fly's head and a human body. In David Cronenberg's remake, Jeff Goldblum steps into the scientist role, making the same mistake, but emerging from his teleportation chamber seemingly intact. Except he isn't. Goldblum spends the rest of the film shedding his humanity as both body and mind become a hybrid of human and insect. Cronenberg depicts the process with all the gore that films like Scanners and Videodrome had led audiences to expect, while never losing sight of the story's connection to more commonplace disintegrations. Goldblum's transformation is the stuff of science fiction, but it can effectively stand in for any kind of unpleasant change, from mental breakdowns to crumbling relationships. It's just a bit stickier.


17. Living It Up (1954)

The 1937 screwball comedy Nothing Sacred offers a savagely cynical indictment of human nature, channeled through the story of a young woman who becomes the toast of New York—and a marketing gimmick for newspapermen—due to her courageous struggle with a fatal illness that she doesn't actually have. In the 1954 remake Living It Up, the faker is played by Jerry Lewis, and his doctor, Dean Martin, becomes a major character in the story, for no other reason than the fact that it was 1954, and you couldn't get Lewis without Martin. The acid misanthropy of the original is also drained away, replaced by high-spirited hijinks and musical numbers. Lying and swindling and exploiting no longer reflects the sorry state of the world we live in; it's fun fun fun!


18. The Heartbreak Kid (2007)

The Elaine May-directed The Heartbreak Kid, with Charles Grodin and Cybill Shepherd, could be called the ultimate anti-romantic comedy, a vicious dissection of love and marriage (and Jews and Gentiles) in which people treat each other with astonishing cruelty. Under May's watch, the loaded premise of newlywed Grodin abandoning his wife for an alluring blonde shiksa (Shepherd) on their honeymoon is contained by a consistently dark, controlled, provocative tone. Remaking the film would be a dubious proposition under the best of circumstances, but the crude-but-sweet formula perfected by gross-out auteurs the Farrelly brothers (There's Something About Mary) proves especially ill-suited for the occasion. Gone from their 2007 version is May's potent Jew/WASP angle, and they add a number of disposable characters and subplots on the periphery, including Carlos Mencia as a mustachioed Mexican yahoo named Uncle Tito. Yet somehow the Farrellys' version is even crueler than the original, because the abuses aren't relieved by any redemptive insight into what commitment means, or why good people hurt each other.


19. Rollerball (2002)

The 1975 action-drama Rollerball, directed by Norman Jewison and written by William Harrison, isn't exactly a masterpiece, but the striking design and futuristic setting give a sense of style and class to the heavy-handed commentary on corporate greed and the public's thirst for violence. The John McTiernan-directed 2002 version doesn't just lose the style and class, it loses much of the commentary. Now set in the present rather than the future, the 2002 Rollerball still casts corporate suits as the bad guys, and still revolves around a made-up sport that combines roller derby with rugby. But where the sports action in 1975 was meant to make the audience cringe, the 2002 version is all about thrills, and stoking the crowd's bloodlust, non-ironically.


20. Twelve Monkeys (1995)

It's basically an inescapable fact of life that anyone turning a low-budget black-and-white 1962 French experimental short into a full-length color American movie is inevitably going to change the tone and the content a wee bit. And that's without getting into the fact that Chris Marker's La Jetée is composed almost entirely of lingering still-frames, which fade slowly in and out under a narration, while the 1995 version is a full-motion film. But add in the fact that Terry Gilliam directed the 1995 version, and it's a wonder that they're even recognizable as the same story.


21. Little Shop Of Horrors (1986)

Like Hairspray and The Producers, Little Shop Of Horrors passed through Broadway before making it back to the big screen, which accounts for most of the alterations in tone and plot. Suddenly, Roger Corman's weird little black-and-white 1960s horror-comedy about a hapless schlemiel with a man-eating plant became a big, colorful, campy musical, with music and lyrics by Ashman and Menken, of later Little Mermaid fame. Broadway added the songs and the camp, and a bigger budget and a later date added the vivid color. But the removal of the Corman film's wry, downer ending came much later in the process: Frank Oz's 1986 version originally ended with the leads eaten by the killer plant, which went on to take over Manhattan, but poor test screenings led Oz to swap that ending for one in which the stars lived happily ever after, and the plant didn't.


22. The Wiz (1978)

Any aspiration toward making Sidney Lumet's The Wiz into a faithful adaptation of either the hit stage play or L. Frank Baum's Oz stories flew out the window the moment 33-year-old Diana Ross was cast in a role made famous by teenager Stephanie Ross. The project swung even further off track when New York-loving auteur Lumet decided the film should take place in a rotten, sickly nightmare version of the Big Apple rather than Oz. Just about the only thing The Wiz has in common with the legendary 1939 film also adapted from Baum's kiddie classics is a wiggy, bad-acid-trip vibe and a genius for traumatizing children with creepy psychedelic imagery.