The 500 Greatest Movies Of All Time 10,000 Empire readers, 150 of Hollywood's finest and 50 key film critics voted in the most ambitious movie poll evert attempted.

By Willow Green | Posted 3 Oct 2008

10,000 Empire readers, 150 of Hollywood's finest and 50 key film critics voted in the most ambitious movie poll evert attempted.

500. Ocean's Eleven (2001)

Director: Steven Soderbergh

Slick, suave and cooler than a penguin's knackers, Soderbergh's starry update of the Rat Pack crime caper not only outshines its predecessor, but all the lights of The Strip combined.

Read our Ocean's Eleven review

499. Saw (2004)

Director: James Wan

The never-ending stream of sequels may have diminished its impact, but there's no denying the shock we got when we first entered the puzzle-loving psycho Jigsaw's fiendish, deathtrapped world.

Read our Saw review

498. Back To The Future Part II (1989)

Director: Robert Zemeckis

From the past to the present to the future and back again, Zemeckis hits his time-travelling stride with this chronology-screwing popcorner - only seven years to go until we discover if his vision of 2015 was on the money.

Read our Back to the Future Part II review

497. Crouching Tiger, Hidden Dragon (2000)

Director: Ang Lee

Lee exceeded all expectations with this wushu masterpiece set in ancient China. A martial-arts opus packed with emotion, beauty and plenty of elegant ass-kickery, it's the ultimate fusion of action and art.

Read our Crouching Tiger, Hidden Dragon review

496. Superman Returns (2006)

Director: Bryan Singer

It may have been a slighter return than some people had hoped for, but Singer's vision of the Man Of Steel is an heroic effort. Plenty of spectacle and a lot of heart helps Kal-El soar.

Read our Superman Returns review

495. Jailhouse Rock (1957)

Director: Richard Thorpe

Elvis plays up to his rock 'n' roll bad-boy image as a former lag who gets into the music biz, becomes famous and grows a hell of an ego. Featuring a bunch of classic tunes, it's The King's best movie.

494. Sideways (2004)

Director: Alexander Payne

Wine, women and a right old ding-dong are the driving forces behind this excellent midlife-crisis road movie, so impactful it put millions off Merlot forever. Read Review

493. In The Company Of Men (1997)

Director: Neil LaBute

Squirmy satire abounds in LaBute's all-too-recognisable tale of two corporate men's bullying of a deaf female colleague. Read Review

492. Amores Perros (2000)

Director: Alejandro González Iñárritu

It's a dog-eat-dog world in this superb, multi-stranded drama. Man's best friend (and one car crash) may provide the connection between three disparate people, but it's the director's assured control that keeps it all together. Read Review

491. Ben-Hur (1959)

Director: William Wyler

Wyler's version of Lew Wallace's novel may have been the third adaptation to hit the big screen but, boy, was it the biggest. A huge budget and an exhausting shoot were rewarded with 11 Oscars and an epic for the ages. Read Review

490. Sweeney Todd: The Demon Barber Of Fleet Street (2007)

Director: Tim Burton

The Gothic sensibilities of Tim Burton meet the musical mastery of Stephen Sondheim for a demented Grand Guignol spectacular, which finds Johnny Depp in bloody fine singing voice. Read Review

489. Brick (2005)

Director: Rian Johnson

Johnson's impressive debut finds Hammett-style P. I. stories re-staged in a high school as the superb Joseph Gordon-Levitt sets about investigating the suspicious death of a former girlfriend. Read Review

488. Princess Mononoke (1997)

Director: Hayao Miyazaki

The Studio Ghibli head honcho weaves a tale of swords and sorcery with his trademark stunning style. He intended this to be his swansong; thankfully, it wasn't. Read Review

487. Superbad (2007)

Director: Greg Mottola

This coming-of-age tale from the Judd Apatow school of comedy succeeds by genuinely caring for its lovable loser heroes - doesn't stop it from hilariously putting the pair through the wringer, though. Read Review

486. Breakfast At Tiffany's (1961)

Director: Blake Edwards

While it has its flaws, there's no denying that Audrey Hepburn still looks ravishing and Henry Mancini's score still makes us swing. Read Review

485. The Wicker Man (1973)

Director: Robin Hardy

A movie about the evil that men (and women) do in the name of religion, Hardy's horror gets closer than most to exposing our own dark nature, all while creeping us out with a bunch of freaky folkies, led by Christopher Lee. Read Review

484. The Fountain (2001)

Director: Darren Aronofsky

Despite splitting audiences right down the middle, there's no mistaking the conviction that drives this deceptively simple fable about love and death. Read Review

483. The Big Red One (1980)

Director: Samuel Fuller

Sam Fuller had brought leather-tough visions of war to the big screen before, but The Big Red One is his hard-nosed masterpiece, based largely on the former crime reporter's own experiences battling across North Africa and Europe during World War II, and the project he'd held close to his heart for most of his filmmaking career. Legend has it that one studio wanted Fuller to cast John Wayne as the growling, indurate sergeant who, along with four privates (ultimately to include Mark Hamill), is one of the division's few survivors. Fuller opted not to make the movie rather than have the Duke headline it - which sums up exactly what kind of war movie this is. When, eventually, he rolled, the part went to Lee Marvin, who carries the movie to its devastating concentration-camp-liberation conclusion without breaking a sweat. One suspects, also, that Steven Spielberg took notes during the gut-wrenching Omaha beach sequence. Read Review

482. Scream (1996)

Director: Wes Craven

The self-referential irony may have become less hip in the aftermath of countless pretenders, but the brutal effectiveness of Craven's slasher - and his ghost-faced killer creation - remain a genuine genre highpoint. Read Review

480. The Son's Room (2001)

Director: Nanni Moretti

A heartbreaking look at a father's grief after the death of his son, Moretti's Palme d'Or winner is lifted from the maudlin by his thoughtful and tender treatment. Read Review

481. Topsy-Turvy (1999)

Director: Mike Leigh

Stepping away from the kitchen sink, Leigh gave us this fabulous study of theatrical types as they create the first-ever production of Gilbert and Sullivan's The Mikado. Read Review

479. The Secret Life Of Walter Mitty (1947)

Director: Norman Z. McLeod

The story of a mild-mannered accountant and the imaginary fantasy world he visits every time reality gets too tough, this Danny Kaye vehicle plays like a Technicolor version of Billy Liar. Read Review

478. Flesh (1968)

Director: Paul Morrissey

Produced by Andy Warhol and taking place in a New York awash with free love and free-flowing drugs, this tale of hustlers, dealers and sexual adventurers is frank, absorbing and surprisingly amusing.

477. Rebel Without A Cause (1955)

Director: Nicholas Ray

As a teenage loner who involves himself in knife fights and road races, James Dean created an icon for a generation adrift, while Ray's direction created a timeless tale of teenage disaffection. Read Review

476. Santa Sangre (1989)

Director: Alejandro Jodorowsky

Sick, twisted and very, very bloody, Jodorowsky's tale of madness, revenge and hacked-off limbs draws from a variety of inspirations, culminating in an influential freakshow of a movie. Read Review

475. Pirates Of The Caribbean: Dead Man's Chest (2006)

Director: Gore Verbinski

While it's confused and bloated, the first Pirates sequel pleased crowds by giving them exactly what they wanted: more Captain Jack. Read Review

474. Enter The Dragon (1973)

Director: Robert Clouse

The movie that introduced the wider world to the bone-cracking kung fu icon that was Bruce Lee, Clouse's martial-arts funhouse - hall of mirrors and all - still sets the benchmark for all chopsocky actioners. Read Review

473. Into The Wild (2007)

Director: Sean Penn

Penn's fourth feature takes him into previously uncharted territory with a true-life tale about a young hobo explorer and his quest to truly escape modern life in America. Using the entire country as his backdrop, this is Penn's most ambitious movie yet. Read Review

472. Le Doulos (1962)

Director: Jean-Pierre Melville

French director Melville did for gangsters exactly what the Italian Sergio Leone did for cowboys, creating a distinctively European take on a predominantly American form by focusing on details of props and costume in hyper-realist manner, spinning familiar B-plotlines into fable-like miniature epics of betrayal and revenge, and stressing brutally professional violence to an almost existential degree (albeit with a distancing Gallic shrug rather than Italianate close-up leering). In Le Doulos - slang for accuser, as in police informant, but also vengeance-seeker - Jean-Paul Belmondo is the underworld icon in fedora and collar-upturned trenchcoat, donning white editor's gloves whenever he shoots anyone and, in an astonishing sequence, tying a woman to a radiator to batter information out of her. His middleman, Silien, is presented as the rat who squealed on jewel thief Maurice (Serge Reggiani), but, of course, things are far from being that simple. Read Review

471. Harry Potter And The Prisoner Of Azkaban (2004)

Director: Alfonso Cuarón

The point at which the books started to take a darker turn - the arrival of the soul-sucking Dementors, a troubled werewolf, death sentences for hippogriffs. Cuarón's tenure as Hogwarts caretaker has yet to be outdone. Read Review

470. Glengarry Glen Ross (1992)

Director: James Foley

David Mamet's pungent chronicle of real-estate hustling is a modern Death Of A Salesman and makes one of the great ensemble films. Pacino, Lemmon, Spacey, Baldwin, Harris, Arkin - 'nuff said. Read Review

469. Fear And Loathing In Las Vegas (1998)

Director: Terry Gilliam

Johnny Depp channels Hunter S. Thompson and consumes inhuman amounts of drugs, while Gilliam shows that the straight, Nixon-voting world outside Thompson's head - represented by Vegas at its most hideous - is scarcely less insane. Read Review

468. The Crow (1994)

Director: Alex Proyas

Dripping with stormcloud-moody teen-Goth cool, Proyas' Hollywood debut brought glumster J. O'Barr's culty comic book to action-packed life. Infamous, of course, for the tragic death of star Brandon Lee. Read Review

467. The Deer Hunter (1978)

Director: Michael Cimino

Cimino's bold, powerful 'Nam epic goes from blue-collar macho rituals to a fiery, South?East Asian hell and back to a ragged singalong of America The Beautiful. De Niro holds it together, but Christopher Walken, Meryl Streep and John Savage are unforgettable. Read Review

466. Snatch (2000)

Director: Guy Ritchie

Surprising that this should make the 500 when Lock, Stock hasn't. Still, this is the more proficient film, and particularly laudable for having both Brad Pitt and Frank Butcher from EastEnders on the same cast list. Read Review

465. 12 Monkeys (1995)

Director: Terry Gilliam

Here's a crazy theory for you - maverick genius Terry Gilliam, untameable and outspoken, a thorn in Hollywood's precious derrière since the last days of Python - is a director who works best beneath studio colours. Take 12 Monkeys, with its weird-fangled, time-tripping script from David 'Blade Runner' Peoples. Here, with a strong producer, big stars (Bruce Willis and a potty Brad Pitt) and a medium budget, was a film delivered on time, on budget, and which became a sizeable hit. Yet, it lost none of its necessary Gilliamness - its dystopian Philadelphia underworld glistens with his classic Hieronymus Bosch-meets-Heath Robinson fabulation. It's worth thinking about just picking up those studio offers once in a while, Terry... Read Review

464. Seven Brides For Seven Brothers (1954)

Director: Stanley Donen

A rip-roarin' CinemaScope Western musical, which needs its widescreen to encompass all 14 leads. The dubious storyline is redeemed by Michael Kidd's astounding choreography. Read Review

463. Juno (2007)

Director: Jason Reitman

This year's pleasant Oscar-nom surprise, with the nods well deserved, especially due to writer Diablo Cody and star Ellen Page's efforts to depict the modern teen with keen veracity. Read Review

462. Dead Man's Shoes (2004)

Director: Shane Meadows

Meadows' small-town vigilante movie restages Get Carter with pathetic rural crooks harried by Paddy Considine's vigilante in a gas mask. "What are you looking at?" "You, you cunt!" Read Review

461. Halloween (1978)

Director: John Carpenter

The Elvis of slasher movies - still imitated, never equalled. And even after all the sequels, rip-offs and remakes, its power to make you shiver and jump remains undiminished. Read Review

460. Crash (2004)

Director: Paul Haggis

A multi-stranded LA story about the challenges of multiculturalism and the woes of miscommunication. Haggis' debut lays the message on thick, but boy, does he know how to pack an emotional punch. Read Review

459. Ikiru (1952)

Director: Akira Kurosawa

A dying man tries to get a playground built, and Akira Kurosawa demonstrates his range by segueing from acidic dissection of Japanese office workaholism to understated, uplifting tragedy. If you don't cry at the end, you need a new heart. Read Review

458. Batman (1989)

Director: Tim Burton

Burton's noir nightmare re-established the franchise for the '90s. Nicholson and Keaton are a star turn as freak villain and Gothic hero. Full of imaginative violence, clever rethinkings of familiar characters, astonishing sets and witty lines. Read Review

457. Full Metal Jacket (1987)

Director: Stanley Kubrick

After 50 minutes of R. Lee Ermey shouting at Marine recruits during basic training, the Vietnam scenes of Stanley Kubrick's brutal war film are almost a relief. Read Review

456. 28 Days Later (2002)

Director: Danny Boyle

A revival of the zombie apocalypse movie, shot fast and cheap and digital, this instantly established a new style for low-budget horror, but has room for eerily depopulated cityscapes and character horror as well as ferocious monster attacks. Read Review

455. Top Gun (1986)

Director: Tony Scott

A combination US Navy recruiting film, closet gay porno movie, Reaganite flag-waver and love letter to big, shiny jet fighters. Tony Scott still manages to get fluttering doves and shafts of light through dust into it. Read Review

454. The Bourne Supremacy (2004)

Director: Paul Greengrass

A sequel which upshifts thanks to director Paul Greengrass applying what might well be the definitive 2000s thriller style to an edgy, paranoid chase format - Matt Damon brings life to a zombie-like hero, and a Moscow car chase ranks with the great stunt scenes. Read Review

453. Indiana Jones And The Kingdom Of The Crystal Skull (2008)

Director: Steven Spielberg

CG gophers, nuked fridges and extra-dimensional beings aside, enough of you loved it to get it on to this list... Those who've grown craggy with Ford and Allen go teary-eyed on the line, "They weren't you," and everyone can cheer hordes of ants. Read Review

452. Unbreakable (2000)

Director: M. Night Shyamalan

Shyamalan's understated, creepy-affecting, powerful take on the superhero story has arguably Bruce Willis' best screen performance, and a twist which is cleverer than the end of The Sixth Sense. "It was the children... they called me Mr. Glass." Read Review

451. Speed (1994)

Director: Jan De Bont

"There's a bomb on the bus!" The acme of high concept and the best-ever red-wire-no-the-blue-wire film, irresistibly combining action with suspense. Read Review

450. King Kong (2005)

Director: Peter Jackson

Most remakes are exercises in money-grubbing cynicism, but Peter Jackson's King Kong is all about love - for a film, a monster, a style of cinema and a child's instant bonding with a screen icon. Read Review

449. Star Wars Episode I: The Phantom Menace (1999)

Director: George Lucas

Despite a plot about trade embargoes and tax incentives, guff about midi-chlorians and Binks, greatness is so ingrained in the DNA of Star Wars, we're surprised The Ewok Adventure didn't get on this list. Read Review

448. A History Of Violence (2005)

Director: David Cronenberg

Family man Viggo Mortensen reveals his inner psychopath, and creepily his wife and children like him even more. David Cronenberg twists minds rather than flesh in this spare, classic modern Western. Read Review

447. Ten (2002)

Director: Abbas Kiarostami

A kind of Iranian Marion And Geoff, Abbas Kiarostami's Ten is as minimalist as it is thrilling. The conceit is simple: ten conversations between Mania Akbari, a twice-married Iranian woman taxi driver, and her passengers over 48 hours, captured in long static shots from a digital camera secured to the dashboard. As Akbari traverses the city streets, she converses with, among others, her wilful son, a jilted bride, a local prostitute and a woman travelling to prayer. What emerges is a fascinating mosaic of the role of women within a repressive regime. Yet, through the accumulation of telling details, a rounded backstory for Akbari slowly starts to coalesce. Brilliantly performed, the effect is as direct and intimate as a confession, a halfway house between fiction and documentary. However you label it, it remains leagues ahead of Dudley Moore perving over Bo Derek. Read Review

446. High Fidelity (2000)

Director: Stephen Frears

Nick Hornby's North London discomaniac memoir makes as much sense in Chicago, thanks to John Cusack's unique mix of geekiness and appeal. Read Review

445. Dumb And Dumber (1994)

Directors: Peter and Bobby Farrelly

A high (or low) watermark in the history of gross-out, scrambling the frenzied talents of Jim Carrey and the Farrelly brothers, with Jeff Daniels gamely pitching in. Read Review

444. Hairspray (1988)

Director: John Waters

Waters delivers a garish but affectionate Baltimore flashback with "pleasantly plump" teen Ricki Lake doing a mean twist and ending racial segregation on local TV as well. Read Review

443. Dog Day Afternoon (1975)

Director: Sidney Lumet

A riveting character study (Pacino makes his bank robber fuck-up extraordinarily moving), a penetrating exposé of a media feeding frenzy, or just a great heist-gone-wrong flick. Any way, it's brilliant. Read Review

442. Atonement (2007)

Director: Joe Wright

Ian McEwan's devastating war romance is masterfully conveyed to screen by Joe Wright, whose taut stylistics, from the telling typewriter-clack of the soundtrack to that one-take, Steadicam Dunkirk shot, can't fail to impress. Read Review

441. Being John Malkovich (1999)

Director: Spike Jonze

A weird premise, courtesy of screenwriter Charlie Kaufman, is spun into the archetypal 'quirky' indie hit, with major stars geeking out, accessible in-jokes and a plot that surprisingly makes sense. Malkovich won major points for caricaturing himself as 'John Horatio Malkovich'. Read Review

440. Akira (1988)

Director: Katsuhiro Ôtomo

Hyperviolent. Apocalyptic. Kinetic. Lurid. Akira is the definitive anime classic. Read Review

439. Grosse Pointe Blank (1997)

Directors: George Armitage

A disappointingly low showing for one of the best comedy thrillers of the '90s. Great cast (John Cusack, Minnie Driver, Dan Aykroyd as a professional hitman!), great script, killer soundtrack. Read Review

438. The Lost Boys (1987)

Director: Joel Schumacher

Vampires, mullets and the Frog Brothers in '80s California, this was the Buffy of its time, a guiltily pleasurable blend of comedy and horror. If you're in your 30s and remotely cool, this was a big part of your adolescence. Read Review

437. Spider-Man (2002)

Director: Sam Raimi

A home run for Raimi, proving that a director of bonkers, low-budget horrors could helm a gargantuan summer blockbuster apparently effortlessly, and still manage to crowbar in a role for Bruce Campbell. Read Review

436. Beauty And The Beast (1991)

Directors: Gary Trousdale and Kirk Wise

Disney's 30th animated feature well and truly announced that the studio's doldrum years of the '80s were now over, and that The Little Mermaid was no fluke. Read Review

435. American Psycho (2000)

Director: Mary Harron

The appalling violence of Bret Easton Ellis' supposedly unfilmable early '90s novel was understandably toned down, but Christian Bale's Bateman (his arrival as a grown-up star) remains terrifying, and the critique of '80s avarice remains undiluted. Read Review

434. The Cat Concerto (1947)

Directors: William Hanna, Joseph Barbera

The 29th Tom And Jerry one-reeler is one of only three shorts to make the 500, and it's easy to see why. Eschewing the domestic setting of most T&J efforts, The Cat Concerto takes a simple, daft premise - Tom is a concert pianist trying to play Liszt's Hungarian Rhapsody No.2; Jerry, attempting to sleep in the piano, stops him - and milks it for every last drop of comedy and invention. As ever, the violence is mouth-wateringly brutal, but there is a real playfulness here, too; watch Tom's pinkie elastically elongate to reach a top note. The key to its greatness, though, is the exquisiteness of the animation, be it realising the snobbishness in Tom's maestro or perfectly matching the mayhem to music. The funniest, most beautifully realised seven minutes and 49 seconds you could ever have the good fortune to see. Bravo!

433. Good Will Hunting (1997)

Director: Gus Van Sant

A rare mainstream outing for Van Sant, it was Oscars all round for surprise screenwriters Matt Damon and Ben Affleck, and supporting actor Robin Williams in his best performance since Dead Poets Society. Read Review

432. X-Men 2 (2003)

Director: Bryan Singer

Easily the cleverest of the current wave of comic-book blockbusters until a certain Caped Crusader was re-invented, Singer's visionary follow-up to his less-than-stellar original defied all expectations. Read Review

431. Electra Glide In Blue (1973)

Director: James William Guercio

The other great bike movie alongside Easy Rider, this mini-epic of counterculture Arizona cops on a murder investigation is gradually accumulating the reputation it deserves.

430. Big Trouble In Little China (1986)

Director: John Carpenter

Dismal box office sent a disillusioned Carpenter back to indie filmmaking, but this colourful action-fantasy remains a fan favourite. Kurt Russell is hilarious as one of cinema's least heroic heroes. Read Review

429. Danger: Diabolik (1968)

Director: Mario Bava

Meet Diabolik (John Phillip Law), masked super-criminal, high-living sensualist and unmatchable pop-art icon. An archly eyebrowed, unrepentant thief, Diabolik is equally opposed to a bureaucratic government (on a whim, he destroys a country's tax records) and the Mafia, and addicted to risk when it comes to stealing fabulously valuable items (eg a 20-ton gold ingot) which are also useless. Director Bava, a cult hero on the strength of Gothic horror films (The Mask Of Satan, Black Sabbath), was persuaded by Dino de Laurentiis to step away from the crypt for this one psychedelic masterpiece. It's as thin as a poster, but still amazing cinema - a succession of striking, kinetic, sexy, absurd images accompanied by a one-of-a-kind Ennio Morricone score that revels in its casual anarchy. Imagine if The Dark Knight were The Joker.

428. The Enigma Of Kaspar Hauser (1974)

Director: Werner Herzog

The haunting story of a foundling - apparently raised alone in a cellar and released in adulthood only to then be murdered - is an enigma indeed. Don't expect any answers from Herzog. Read Review

427. Spring In A Small Town (1948)

Director: Mu Fei

This tale of a woman's emotional journey in re-encountering an old flame languished in Communist archives - deemed reactionary - for decades, and was only rescued for re-appraisal during the 1980s. Read Review

426. Enduring Love (2004)

Director: Roger Michell

Rhys Ifans is beyond creepy as a disturbed stalker harassing Daniel Craig following a chance meeting. It differs substantially from Ian McEwan's novel but is almost unbearably tense. Read Review

425. Wonder Boys (2000)

Director: Curtis Hanson

A failure at the box office despite being released twice, Hanson's adaptation of Michael Chabon's novel found acclaim in later life, with Michael Douglas and Robert Downey Jr. on top form. Read Review

424. To Have And Have Not (1944)

Director: Howard Hawks

Simply an impeccable pedigree: Hawks directing a Hemingway novel, the screenplay written in part by William Faulkner, and the birth of the onscreen chemistry between Bogart and Bacall. Read Review

423. Kill Bill Vol. 2 (2004)

Director: Quentin Tarantino

Talkier and calmer than the berserk Vol. 1, Vol. 2 is very much a Western to the first film's Eastern. Still violent as all hell, though. Read Review

422. A Man Escaped (1956)

Director: Robert Bresson

A magnificent prisoner-of-war drama, directed with spare economy by a director who was himself an ex-POW. Tense and un-schmaltzy, Shawshank fans would do well to seek it out. Read Review

421. Lethal Weapon (1987)

Director: Richard Donner

The high watermark of '80s cop movies, Lethal Weapon is harder-edged than its sequels, which upped the humour quotient at the expense of the 'lethality'. Read Review

420. Jerry Maguire (1996)

Director: Cameron Crowe

Crowe's feel-good hit took his easygoing romantic indie sensibilities to the mainstream with dazzling effect, making a star of Renée Zellweger and giving Cruise one of his best roles. Read Review

419. Days Of Heaven (1978)

Director: Terrence Malick

Malick's astonishing tone poem is a jewel of minimal dialogue and astonishing cinematography. Two years in the editing, the film exhausted Malick to the extent that he didn't direct again for 20 years. Read Review

418. V For Vendetta (2005)

Director: James McTeigue

This Wachowski-produced adaptation of Alan Moore's hefty graphic novel may be a bit adolescent in its politics, but it delivers on the pyrotechnics. Read Review

417. Lords Of Dogtown (2005)

Director: Catherine Hardwicke

The fictionalised companion-piece to the documentary Dogtown And Z-Boys makes a surprise appearance here. Clearly the sk8er boi community got its act together. Read Review

416. Bad Taste (1987)

Director: Peter Jackson

Filmed during four years' worth of weekends by Jackson and his mates, this cheerfully psychotic tale of human-eating aliens had its micro-budget funded in part by a New Zealand government grant. Read Review

415. Dawn Of The Dead (1978)

Director: George A. Romero

Inventive splatter and a savage political message make Romero's zombies-in-a-shopping-mall epic the most extraordinary of his initial trilogy. Watch out for FX genius Tom Savini as one of the bikers. Read Review

414. The Double Life Of Véronique (1991)

Director: Krzysztof Kieslowski

Post-Dekalog and pre-Three Colours, Kieslowski turned in this fantastical stand-alone doppelgänger tale. Irène Jacob is stunning in the dual role of Weronika/Véronique, and Zbigniew Preisner's haunting score is simply breathtaking. Read Review

413. Finding Nemo (2003)

Director: Andrew Stanton

Pixar's fifth feature is remarkable for being both cute and, at times, surprisingly harsh. Also, it's time to reconsider Ellen DeGeneres' memory-loss-plagued Dory as one of the studio's finest creations. Read Review

412. Heathers (1989)

Director: Michael Lehmann

Dark-as-you-like high school comedy with Christian Slater and Winona Ryder, pre their respective meltdowns, giving the performances of their careers. Bullying and murder were never so much fun. Read Review

411. Spider-Man 2 (2004)

Director: Sam Raimi

Bigger and better than its predecessor, with a superior villain in Alfred Molina's Doc Ock, and a more confident Raimi sneaking in some of his own trademarks. Read Review

410. A Hard Day's Night (1964)

Director: Richard Lester

A life in the day of the Fab Four. Mixing documentary stylings, Fellini-esque fantasy, Dalí-esque surrealism and Nouvelle Vague. Read Review

409. Men In Black (1997)

Director: Barry Sonnenfeld

A comedy hit that slyly spoofs that X-Files mix of government conspiracy, secret agents and E. T.s on Earth. Read Review

408. Zelig (1983)

Director: Woody Allen

Woody's human chameleon meets the great, the good and Hitler. As much as it is a technical triumph (pre-Forrest Gump), it is also a celebration of wit, satire, great conceits and human nature. Read Review

407. The Jungle Book (1967)

Director: Wolfgang Reitherman

The last film personally supervised by Uncle Walt, this has a strong shout for being Disney's most gloriously entertaining film. Great characters, genius songs and rich animation. Read Review

406. Iron Man (2008)

Director: Jon Favreau

Robert Downey Jr. takes the Marvel fave to a whole new level and audience. Favreau mounts efficient action, but it's the acting that sticks - how rare is that for a summer blockbuster? Read Review

405. Dirty Dancing (1987)

Director: Emile Ardolino

Let's see if we can get through this without any mention of "Baby" and "corner". Oh, bollocks. Great tunes, romantic wish-fulfilment and a '60s innocence make this an evergreen populist classic. Read Review

404. RoboCop (1987)

Director: Paul Verhoeven

Part man. Part machine. All brilliance. Verhoeven's Hollywood debut balances futuristic cop action with a skewed sense of subversive satire. We'll buy this for a dollar. Read Review

403. Do The Right Thing (1989)

Director: Spike Lee

A Molotov cocktail of a movie, this long hot summer's day in Brooklyn has it all: energy, comedy, great tunes and a simmering sense of anger that boils over. Still Spike's best joint. Read Review

402. Little Miss Sunshine (1947)

Directors: Jonathan Dayton and Valerie Faris

So indie it hurts - dysfunctional characters, mainstream actors (Steve Carell, Greg Kinnear) doing quirky, Best Original Screenplay awards - this transcends the easy labelling with a real sense of the pangs and pathos of family life. Read Review

401. Batman Returns (1992)

Director: Tim Burton

Easily the better of the two Burton Batmans, Returns was most notable for a certain feline, figure-hugging costume... Read Review

400. The Incredibles (2004)

Director: Brad Bird

One of the best superhero movies of recent years - a kind of Watchmen with gags - this fizzes by on pure invention, great jokes and a real affection for the retro '60s stylings it's aping. Read Review

399. Greed (1924)

Director: Erich von Stroheim

Von Stroheim's silent masterpiece - an honest dentist becomes obsessed with money after winning the lottery - is as obsessive as Kubrick, as epic as Lean and as powerful as Scorsese. Read Review

398. Killer Of Sheep (1977)

Director: Charles Burnett

A landmark in both black and indie cinema, this is a plotless portrait of an African-American LA family, built around mundane activities but told with wit, pathos and stunning black-and-white imagery. Read Review

397. Night Of The Living Dead (1968)

Director: George A. Romero

The greatest zombie movie ever made. Stripped of the cackle and glee of modern horror, this plays its emotions and viscera straight, the lo-fi feel adding to the unease. Read Review

396. The Assassination Of Jesse James By The Coward Robert Ford (2007)

Director: Andrew Dominik

The kind of satisfying, elegiac Western you thought died out with the '70s. Great performances by Brad Pitt and Casey Affleck, but this is truly its director's work. Read Review

395. Casino (1995)

Director: Martin Scorsese

Originally dismissed as a GoodFellas retread, Scorsese's gangsters-in-Vegas chronicle has improved with age, a complex, terrifying, virtuoso look at Mob minutiae. And Sharon Stone upstages De Niro. Fact. Read Review

394. Cloverfield (2008)

Director: Matt Reeves

If this were the 500 Greatest Viral Marketing Campaigns, this would be number one. As it is, this most modern of monster movies is brilliantly handled handheld fun. Read Review

393. Garden State (2004)

Director: Zach Braff

Among the most likable of indie-slacker-ennui movies, Braff's blank-faced charm and Natalie Portman's kooky energy make this hard to resist. Also gets points for its too-cool-for-school soundtrack. Read Review

392. Paris, Texas (1984)

Director: Wim Wenders

It's Kramer Vs. Kramer on wheels as Harry Dean Stanton's Travis goes on the road with his son to find his ex. Emotionally restrained, beautifully shot and memorably scored by Ry Cooder. Read Review

391. Mulholland Drive (2001)

Director: David Lynch

Lynch's best work for 15 years, a dark look at the underbelly of Hollywood with enough impenetrability to support 1,000 theories. Hot girls get it on, too! Read Review

390. 2 Days In Paris (2007)

Director: Julie Delpy

Owing as much to Woody Allen as Richard Linklater, Delpy's French gal-Yank guy relationship piece is less earnest and funnier than the pleasures of Before Sunset/Sunrise. For romantic cynics everywhere. Read Review

389. Election (1999)

Director: Alexander Payne

Is it strange to see this as Payne's highest entry on this list? Surely one would have expected the broader, more audience-friendly Sideways to have snagged that spot. In retrospect, perhaps not. A film that manages the gargantuan task of goosing both the Darwinian proving ground of high-school USA and the Byzantine machinations of the American political system, Election is satire masquerading as quirky comedy. A canny adaptation of a Tom Perrotta novel, it was initially inspired by the Bush-Clinton election of 1993 and the infamous case of a pregnant prom queen denied her title after staff rigged the vote. Regarding the latter, it's possible to view Election - in which teacher Matthew Broderick attempts to sabotage monstrously ambitious student Reese Witherspoon's bid for student body president - as not merely bang on target but also, in the light of the Florida 2000 fiasco, remarkably prescient. Read Review

388. The English Patient (1996)

Director: Anthony Minghella

If the late Minghella's best film is ladled with a Dullsville, awards-bait reputation, it shouldn't be, as it is a complex, ferociously intelligent, hugely emotional work - a true testament to a lost talent. Read Review

387. Rain Man (1988)

Director: Barry Levinson

The best film about a slickster and his autistic brother ever made, the unsung hero here is Levinson, who tells the tale in crisp, confident beats. Tom Cruise also knocks it out of the park. Read Review

386. The Great Silence (1968)

Director: Sergio Corbucci

A critics' favourite, this classic Spaghetti Western sees Jean-Louis Trintignant's mute gunfighter take on Klaus Kinski's bounty hunters. Also boasts one of the bleakest endings ever mounted.

385. Ace In The Hole (1951)

Director: Billy Wilder

Billy Wilder gives free reign to his legendary cynicism in this, his first film as writer-producer-director, a caustic tale of media exploitation with Kirk Douglas on top, sleazy form as ruthless journo Chuck Tatum. It's a film that gets more relevant with every passing year. Read Review

384. The Shop Around The Corner (1940)

Director: Ernst Lubitsch

The inspiration for You've Got Mail. Margaret Sullavan and James Stewart fall for each other via letters in a wry, winning rom-com that stays just the right side of sentimental. One of the best from the grandmaster Lubitsch. Read Review

383. Serenity (2005)

Director: Joss Whedon

Out of the ashes of Firefly came Serenity, a great space-cowboy romp. Its appearance on the list speaks volumes about the loyalty of those Browncoats. Read Review

382. Caché (2005)

Director: Michael Haneke

Haneke's clinging paranoid thriller is that rare beast - an arthouse crowdpleaser. Austere but virtuoso, the real achievement is exploring issues of guilt and complacency without stinting on the suspense. Read Review

381. Monty Python And The Holy Grail (1975)

Directors: Terry Jones and Terry Gilliam

The knights who say "Ni" + the killer bunny rabbit + the extraordinarily rude Frenchman + The Bridge Of Death over The Gorge Of Eternal Peril + the three-headed knight = genius. Read Review

380. Children Of Men (2006)

Director: Alfonso Cuarón

Grown-up sci-fi in a morass of kiddie blockbusters, Cuarón's chilling vision of a dystopian London is gripping and original. If nothing else, see it for the barnstorming single-take action sequence. Read Review

379. Ratatouille (2007)

Director: Brad Bird

Pixar's rat-in-the-kitchen masterwork combines perfectly orchestrated slapstick with a self-portrait about the challenges of being an artist in a sea of mediocrity. In an age of fast-food animation, this is a three-Michelin-star experience. Read Review

378. The Goonies (1985)

Director: Richard Donner

Every generation has a film that will always be carried in its heart. This madcap, Spielberg- produced adventure about a gaggle of treasure-hunting brats stuck in booby-trapped mazes is that film for anyone born around 1980. Read Review

377. Mean Streets (1973)

Director: Martin Scorsese

Try to watch this remembering that, at the time, nobody had heard of Martin Scorsese, Robert De Niro or Harvey Keitel. You're watching the start of a new cinematic era. Read Review

376. Zodiac (2007)

Director: David Fincher

How do you turn the serial-killer thriller on its head? Never catch the killer. Fincher's true-life tale is not about grabbing the bad guy; it's about the nature of obsession. Read Review

375. Four Weddings And A Funeral (1994)

Director: Mike Newell

The film that established Richard Curtis as a brand is often unfairly mocked. The truth is that all rom-com writers are aiming for this mix of sly wit, genuine feeling and farce. Read Review

374. Hot Fuzz (2007)

Director: Edgar Wright

Wright's skill is in taking the gloss and whizz-bang illogic of Hollywood and applying it to quintessentially English situations. But we'll never understand his affection for Bad Boys II. Read Review

373. Wall-E (2008)

Director: Andrew Stanton

Pixar's bravest picture is virtually a silent movie, a showcase of perfect sound design and peerless animation. It pushed the boundaries of not just style but storytelling technique as well. Read Review

372. Army Of Darkness (1992)

Director: Sam Raimi

The third, and silliest, in Raimi's Evil Dead trilogy is notable for completely letting Bruce Campbell off the chin, sorry, chain. And that is a glorious sight to behold. Read Review

371. Pirates Of The Caribbean: The Curse Of The Black Pearl (2003)

Director: Gore Verbinski

Remember when the Pirates Of The Caribbean franchise wasn't misguidedly obsessed with character depth and darkness, and was just plain old fun? Read Review

370. Rocky (1976)

Director: John G. Avildsen

One of the finest ever sporting movies, a celebration of the can-do spirit - all the more important when it becomes clear that he can't. Read Review

369. The Breakfast Club (1985)

Director: John Hughes

To anyone who was a teen in the '80s, this will forever be the "Oh my God, someone understands me!" movie. Kudos to Hughes for giving a generation a voice that felt true. Read Review

368. Airplane! (1980)

Directors: Jim Abrahams, David Zucker and Jerry Zucker

The greatest spoof ever made, taking every disaster-movie cliché and twisting it until all the comedy is extracted. All the more ingenious in comparison to the lame mess of sketches that is 'spoof' today. Read Review

367. Cabaret (1972)

Director: Bob Fosse

Fosse's Oscar-winner is about as far from the MGM tradition as you can get. The wartime Berlin setting and flawed characters makes the swaggering desperation of the tunes all the more powerful. Read Review

366. Predator (1987)

Director: John McTiernan

Is it a triumph of subtle technique? No. Is it one of the most quotable, ridiculously macho, unashamedly populist good times you'll have with a killer alien? You bet your ass. Read Review

365. The Bourne Identity (2002)

Director: Doug Liman

Liman's kick-off to the excellent Bourne series wasn't quite as accomplished as the sequels, but it was a morally murkier film and set up the mood that Paul Greengrass so rewardingly continued. Read Review

364. Natural Born Killers (1994)

Director: Oliver Stone

What do you get when you cross combustible provocateur Oliver Stone and (the then) enfant terrible of Hollywood Quentin Tarantino? Answer: Natural Born Killers, a volatile re-working of the Badlands/Bonnie And Clyde couple-on-a-killing-spree formula that (predictably) shocked the system, and (predictably) had Tarantino throwing a creative huff over Stone's liberal changes. The film is all the more fascinating for being a product of its time, strobing through the mid-'90s zeitgeist (from daytime soaps to news docs), and populated with such (as of then) wild children as Robert Downey Jr., Tom Sizemore, Juliette Lewis and Woody Harrelson. The mystical mumbo-jumbo harks back to Stone's predilection for '60s motifs, making it half-crazed, but iconic all the same. Read Review

363. Good Morning, Vietnam (1987)

Director: Barry Levinson

Robin Williams off the Richter scale, as his jabber-mouthed DJ stirs up the Vietnam troops until the authorities pull the plug. The political framework at least gives more purpose to the freeforming comedian's verbal torrents. Read Review

362. The Elephant Man (1980)

Director: David Lynch

Easily Lynch's most sympathetic and outwardly 'gettable' movie tells the tragic 19th-century tale of John Merrick, hideously disfigured by a congenital disease, and taken in by a kindly doctor who sees the human beneath the freakshow. Read Review

361. Clerks (1994)

Director: Kevin Smith

The no-budget, über-indie convenience-store comedy that struck gold and made Smith the man he is today - the heartfelt if profane chronicler of America's slacker belt. Read Review

360. The Return (2003)

Director: Andrei Zvyagintsev

Family drama in the Russian wilds as an estranged father returns to his two teenage sons: this simple premise emerges as a stunning, near-mythic tale of emergent manhood in the hands of a director fast becoming Russia's premier filmmaker. Read Review

359. The Lady Eve (1941)

Director: Preston Sturges

The irrepressible Sturges takes another bow in the 500, with this familiar mix of rich characters and madcap plotting, as spurned con-woman Barbara Stanwyck disguises herself as an English lady to romantically torment dotty professor Henry Fonda. Read Review

358. Russian Ark (2002)

Director: Aleksandr Sokurov

The film that famously involves one single shot, floating through the halls of the Hermitage in St. Petersburg during 19th century Russia. It's a virtuoso piece of directing, but can't quite escape the nagging sensation of stunt over content. Read Review

357. The Long Goodbye (1973)

Director: Robert Altman

Robert Altman's languid, freeform version of Raymond Chandler's last great novel relocates the 1953 story to 1973, critiquing the out-of-time values of Elliott Gould's Philip Marlowe - a slobby, unshaven, chain-smoking all-time loser introduced in a brilliant sequence which has him try to pass off inferior pet food on his supercilious cat. John Williams' superb score plays endless variations on a title tune and many sequences are astonishing: a violent gangster making a point by smashing a Coke bottle in his mistress' face ("That's someone I love; you I don't even like") and an invigoratingly cynical punchline ("... and I lost my cat") that turns Marlowe into a sort of winner, after all. Altman puts vital action into the corners of the frame, almost unnoticed, and highlights tiny moments of weirdness in a sun-struck tapestry of Los Angeles sleaze. Arnold Schwarzenegger, no less, has an unbilled cameo as a minor thug. Read Review

356. Napoléon (1927)

Director: Abel Gance

At its restored length, Gance's silent masterpiece runs to five-and-a-half hours. It was designed as a gigantic biopic in six 90-minute parts, but ended up this magnificent giant (about a shortarse) with groundbreaking visuals, literate captions and pulsating energy. Read Review

355. Sunshine (2007)

Director: Danny Boyle

Boyle followed his re-invention of zombie horror (in 28 Days Later) with this visually enthralling space shocker, gesturing heavily (and successfully) to 2001, Alien, even Event Horizon. The wacky ending, however, divides people. Read Review

354. Un Chien Andalou (1929)

Director: Luis Buñuel

No-one will ever out-weird Buñuel's team-up with 'tache-twiddling Surrealism supremo Salvador Dalí, resulting in this 17-minute phantasmagoria featuring severed hands, rotting donkeys, ants squeezing out of human skin and the infamous eye-slitting. Read Review

353. Bugsy Malone (1976)

Director: Alan Parker

It sounds ghastly - a gangster-themed musical populated entirely by kids - but care of Parker's natty visuals, decent songs, splurge guns, pedal-powered sedans and, most remarkably, a non-revolting gaggle of kids, it remains a favourite. Read Review

352. Unfaithfully Yours (1948)

Director: Preston Sturges

Sturges, it transpires, has fared well in this top 500. Justly so. He's on sparkling form again with this pacy mix of literate dialogue and bold slapstick, with Rex Harrison's troubled symphony conductor contemplating the murder of his possibly philandering wife, Linda Darnell. Read Review

351. Zulu (1964)

Director: Cy Endfield

In the face of much parody, it is easy to forget how stirring Zulu actually is. Glorious to gaze upon, the battle scenes have an almighty clamour, but never at the expense of the characters, which include a posh Michael Caine. Read Review

350. Planet Of The Apes (1968)

Director: Franklin J. Schaffner

This trippy piece of new-Hollywood sci-fi mixes in issues of race, science, even politics, with its tetchy dystopian thrills and Charlton Heston's bronzed chest. The twist ending alone lands it on this list. Read Review

349. Arthur (1981)

Director: Steve Gordon

This daft odd-couple routine - boozy aristo Dudley Moore romances flighty Liza Minnelli, while John Gielgud's starchy butler makes acidic comments - proves surprisingly resilient. The answer could be in the delightful chemistry that all three very diverse actors cook up. Read Review

348. Au Hasard Balthazar (1966)

Director: Robert Bresson

It's proof of Bresson's power as a filmmaker that this, the tale of a donkey (albeit paralleled with that of a girl), says more about humanity - our vices, our trials, our self-examination - than a dozen Hollywood pictures. Read Review

347. All About Eve (1950)

Director: Joseph L. Mankiewicz

Sparkling dialogue and brilliant turns (All About Eve holds the record for the most female Academy Award nominations - four) mark out this indelible tale of a sly ingénue (Anne Baxter) who latches on to a successful theatre actress (Bette Davis). Read Review

346. Leave Her To Heaven (1945)

Director: John M. Stahl

A smart, flashback-driven noir-melodrama charting a marriage swept to hell on a dark wave of jealousy. Championed by Scorsese, who discovered it on TV after a midnight asthma attack. Read Review

345. Fatal Attraction (1987)

Director: Adrian Lyne

The movie that gave us the phrase "bunny-boiler", Lyne's cautionary anti-romance was a phenomenon at the time. It's not aged too well (terrible ending), but its influence is still felt. Read Review

344. The Last Waltz (1978)

Director: Martin Scorsese

If Woodstock (co-directed by Scorsese) marks the beginning of an era, The Last Waltz appropriately and sensitively captures its end, as Scorsese documents the last gig by former Dylan backing-act The Band. Read Review

343. Monsters, Inc. (2001)

Director: Pete Docter

Another Pixar charmer that zips along on a buddy-movie premise, most notable for the novel concept that the horrors slithering under your bed are nothing more than regular working schmoes. Read Review

342. The Gold Rush (1925)

Director: Charlie Chaplin

Masterfully recreating the freezing wastes of Alaska on his Hollywood backlot, Chaplin keeps his notorious sentimentality in check and offers up one of the most durable gems of the silent era, following the

Tramp's varying fortunes as a gold prospector. Read Review

341. The Passenger (1975)

Director: Michelangelo Antonioni

Many would argue that Jack Nicholson has yet to better his lead performance in Michelangelo Antonioni's complex, disquieting thriller as a frazzled reporter who assumes the identity of a dead gun-runner. Read Review

340. High And Low (1963)

Director: Akira Kurosawa

Kurosawa's contemporary crime thriller is one of his relatively lesser-known efforts. Don't let the absence of swords and samurai armour put you off - abetted once again by Toshiro Mifune (here a businessman whose son is kidnapped), Kurosawa proved himself a master of any genre he deigned to tackle. Read Review

339. Spirited Away (2001)

Director: Hayao Miyazaki

For too many, this was an overdue introduction to the crazy-beautiful delights of Miyazaki and Studio Ghibli - and also a reminder of the wonderful mythologies that thrive far beyond the boundaries of Disney's magic kingdom. Read Review

338. Jules Et Jim (1962)

Director: François Truffaut

Truffaut's deeply affecting love-triangle drama came at (or rather, helped form) the crest of the revolutionary French New Wave, and its zest remains untainted. Read Review

337. 300 (2006)

Director: Zack Snyder

Falling just 37 places short of its ideal spot, Snyder's buff, beefy comic adaptation slammed Sparta onto the cinematic map. With help, of course, from Gerard Butler's very shouty grasp of the obvious ("This… is... SPARTAAAA!"). Read Review

336. Titanic (1997)

Director: James Cameron

Cameron’s ship-meets-iceberg magnum opus was talked up as a disaster in the making. Of course, he proved us all wrong, the clever bastard. Read Review

335. The Seventh Seal (1957)

Director: Ingmar Bergman

Bergman's challenging medieval masterpiece is one of cinema's most satisfying works - visually, intellectually, spiritually. It also showcases movies' greatest ever chess game... Read Review

334. The Magnificent Ambersons (1942)

Director: Orson Welles

Welles' family drama is of the greats somehow, despite the fact that it was infamously molested by the studio while Welles holidayed. The suits blamed Pearl Harbour for the insertion of an upbeat ending. Read Review

333. Grease (1978)

Director: Randal Kleiser

Still lovingly mocked for featuring the oldest high-schoolers ever, Grease coasts on a double-dose of nostalgia: for the '50s as reminisced during the '70s. Read Review

332. The Sixth Sense (1999)

Director: M. Night Shyamalan

Forget the twist: it's the slow-freeze chills and upsettingly convincing performance by Haley Joel Osment that define Shyamalan's finest film to date. Read Review

331. The Green Mile (1999)

Director: Frank Darabont

Darabont's other Stephen King prison movie is not entirely successful at carrying its own weight, but with the heft comes a certain raw emotional power. Contains cinema's most disturbing execution scene. Read Review

330. Star Wars Episode III: Revenge Of The Sith (2005)

Director: George Lucas

Fourth best Star Wars, undeniably the most satisfying of the prequels. Read Review

329. The Lives Of Others (2006)

Director: Florian Henckel von Donnersmarck

One of the all-too-few films that resists subtitle-prejudice, this character-driven Stasiland drama beautifully affirms that we can find colour in even the greyest of places. Read Review

328. The Truman Show (1998)

Director: Peter Weir

One of Weir's talents is that he can turn A-list stars into proper actors. Here, he turns crazy gurner Jim Carrey into a heartbreaking everyman trapped on TV. Read Review

327. The Nightmare Before Christmas (1993)

Director: Henry Selick

What's this? What's this?! A spindly, stop-motion delight, ingeniously entwining the appeal of Hallowe'en with Jesus' birthday. Read Review

326. Out Of Sight (1998)

Director: Steven Soderbergh

So smart, so sexy. Soderbergh returned from the indie wilderness with this snappy Elmore Leonard adaptation - the best yet made, with only the possible exception of Jackie Brown - precipitating tingly chemistry between then-on-the-cusp George Clooney and Jennifer Lopez. Playing charismatic bank robber Jack Foley, former TV doctor Clooney finally arrived as a bona fide movie star, and has hardly broken his stride since. Playing spunky US Marshall Karen Sisco, Lopez revealed promise as an actress that you wish she'd since lived up to, rather than going off and swishing her curves as J-Lo. As for Sodey, while Out Of Sight wasn't a smash, it got critics gushing enough for him to bag the projects that rocketed him to the A-list. Without this, we might never have seen his Erin Brockovich, Traffic or Ocean's Eleven. Read Review

325. Kill Bill Vol. 1 (2003)

Director: Quentin Tarantino

QT's first true action movie offers bravura fight scenes undercut by a fun, sick sense of humour. Shame he couldn't quite keep either up to this standard for the next instalment. Read Review

324. Lone Star (1996)

Director: John Sayles

Sayles specialises in deliberately paced, ensemble, slice-of-Americana dramas, and bolstered by a flashback-driven mystery element (featuring Matthew McConaughey's best performance), this bordertown saunter is one of his finest. Read Review

323. The Last Seduction (1994)

Director: John Dahl

Dahl and Linda Fiorentino crafted a bitch for the ages in crafty femme Bridget Gregory - but then, why should it always be the men who get all the fun in noir? Read Review

322. Aladdin (1992)

Directors: Ron Clements, John Musker

Heartland Disneytainment, best-loved by boys for having a rogueish bloke rather than a princess at the centre of things, best-loved by everyone for Robin Williams' show-stealing vocal whirl as the genie. Read Review

321. Funny Face (1957)

Director: Stanley Donen

Audrey Hepburn has rarely looked better, and Fred Astaire's still on fine, toe-tapping form in this chic Parisian romp - so who cares about the gaping age difference between them? A fine showcase for both stars' talents.

320. Braveheart (1995)

Director: Mel Gibson

Historically suspect, but so what? Gibson wrenches out all the thrills and bloodspills he can in this rowdy medieval epic, featuring one of cinema's most stirring battle scenes (The Battle Of Stirling Bridge). Rousing stuff. Read Review

319. The Lion King (1994)

Director: Roger Allers, Rob Minkoff

It's not hard to see - or indeed hear - why this is one of the Mouse House's hugest movies. Its formula (hit songs, big sequences, comedy sidekicks, tear-jerking tragedy, cute baby animals) has rarely worked better. Read Review

318. Rebecca (1940)

Director: Alfred Hitchcock

As his first Hollywood movie, Hitch was pressed to adapt Daphne du Maurier's fraught classic of timid new brides tormented by tyrannical housekeepers and distant husbands. It's all a bit melodramatic for the master, but he did to win the Best Picture Oscar. Read Review

317. Midnight Run (1988)

Director: Martin Brest

Quietly, hilariously, this odd-couple thriller was one of the films of the '80s. The teaming of a droll but square Charles Grodin (as the dodgy accountant on the lam) and a restrained and likable Robert De Niro (as the bounty hunter sent to retrieve him) proved perfect. Read Review

316. Trainspotting (1996)

Director: Danny Boyle

There's no doubting the jump-start Boyle's Scorsese-styled adaptation of Irvine Welsh's drug odyssey gave to the stuffy home-grown industry, not to mention the career of one Ewan McGregor. Read Review

315. Sense And Sensibility (1995)

Director: Ang Lee

Lee, with his keen eye for the foibles of human behaviour, was a perfect fit for Jane Austen's silken satire. It's hardly a radical adaptation, but with decent performances, it remains popular. Read Review

314. Sweet Smell Of Success (1957)

Director: Alexander Mackendrick

An extraordinary, unrivalled, utterly cynical piece of Hollywood noir, as Tony Curtis' sleazoid press agent rubs up against Burt Lancaster's formidable J. J. Hunsecker, the Broadway columnist who can make or break careers. Read Review

313. Battleship Potemkin (1925)

Director: Sergei Eisenstein

Eisenstein's dramatisation of the Russian naval mutiny, cited as the kick-off point for the revolution itself, put down a breathtaking blueprint for what cinema could do. Read Review

311. American History X (1998)

Director: Tony Kaye

Hugely controversial in its day, Kaye's black-and-white tale of neo-Nazi redemption has, scarily, only grown in relevance. Edward Norton, who re-edited amid a directorial spat lends chilling reality to the idea of the intelligent brute. Read Review

312. Suspiria (1977)

Director: Dario Argento

All of the Italian horror maestro's Gothic flamboyance is on display in this operatic horror set in a ballet school run by homicidal witches, draping his bodily carnage in the gloss of art. Best death: the girl who plunges into a pit of barbed wire. Read Review

310. Gremlins (1984)

Director: Joe Dante

Dante' brilliant horror pastiche of cute puppets transforming into swarms of anarchic devils. Arguably, though, it was producer Spielberg's emphasis on keeping Gizmo front-and- centre that made the difference. Read Review

309. Transformers (2007)

Director: Michael Bay

This first live-action outing for the complicated Japanese toy line comes undercooked in the plot department, but ILM's quick-changing robots are unbeatable. Is it really a comedy? Read Review

308. The Terminator (1984)

Director: James Cameron

Only John Connor can overcome the monster machines who have nearly exterminated humanity in the future, so the cybernetic baddies send an unstoppable robot back in time to kill his mother before he is born. The Terminator is the great sci-fi-horror-action film, wedding ideas from old Outer Limits episodes and Philip K. Dick stories to the relentless, rollercoaster pacing of Halloween. Arnold Schwarzenegger became a screen icon in this version of his classic role (he is much better as an evil terminator), wiping out discos full of dancers or police stations full of cops in a single-minded search for Sarah Connor (Linda Hamilton, with an alarming perm) and gradually losing human shape to appear as a Stan Winston robo-skeleton. Writer-director James Cameron, redeeming himself after Piranha II, launched his career - arguably, the constraints suited him better than the unlimited funds he's had on subsequent movies. Read Review

307. Midnight Cowboy (1969)

Director: John Schlesinger

Bittersweet, Oscar-winning drama with Jon Voight's cowboy hustler struggling to make it in the Big Apple, only to find a weird kind of solace in the company of showstealing Dustin Hoffman as shrewish bum Ratso Rizzo. John Barry's music injects memorable pathos. Read Review

306. Indiana Jones And The Last Crusade (2007)

Director: Steven Spielberg

Spielberg endeavoured to mix it up for this, the lightest of the Indy quartet. Adding Sean Connery as a wisecracking Jones Sr. was a triumph, although the quest for the Holy Grail feels a bit formulaic. Read Review

305. The Prestige (2006)

Director: Christopher Nolan

In the wake of The Dark Knight, this twisted tale of warring Victorian magicians appears more of a side attraction on Nolan's grim canon. Still, it's gorgeous to look at, even if the 'cleverness' of its ending remains open to debate. Read Review

304. Radio Days (1987)

Director: Woody Allen

Made towards the end of Allen's early, funny phase, this is a sweet-natured homage to the big-band days of early radio, beamed across America through tub-sized Magnavox radios. Slight, by his early standards, but evocative and lovable all the same. Read Review

303. Together (2000)

Director: Lukas Moodyson

The film that made Moodysson the hip kid of new Swedish cinema is anything but Bergman reinvented. Set in a '70s Stockholm commune, it's light on its feet: an endearingly fizzy picture of the struggle for human expression in a crowd of 'individuals'. Read Review

302. The Best Years Of Our Lives (1946)

Director: William Wyler

This prescient drama tackles the re-adjustment of returning servicemen. Perhaps a little dated in its pressed emotions, Gregg Toland's Kane-like deep focus still gives it a wonderfully memorable look. Read Review

301. Love And Death (1975)

Director: Woody Allen

Woody in his comedic prime exits New York for the verdant battlefields of Russian literature in this hilarious mash-up of Tolstoy, Chekhov, Dostoevsky and Allen's plaintive Jewish one-liners. Read Review

300. Sawdust And Tinsel (1953)

Director: Ingmar Bergman

Through the structure of a travelling circus, Bergman preoccupies himself with the torments of marital jealousy — how a partner’s sexual past can cast shadows on the present. The Swedish auteur rather living up to his mordant cliché...

299. The Palm Beach Story (1942)

Director: Preston Sturges

This bit of screwball Sturges magic concerns itself with marital fidelity beneath the lure of money. An improbable inspiration for Indecent Proposal. Read Review

298. Le Cercle Rouge (1970)

Director: Jean-Pierre Melville

Melville, that beloved master of French noir, delivers a morally murky crime story of honour among poker-faced thieves, and corruption among hardened cops. Read Review

297. It Happened One Night (1934)

Director: Frank Capra

Another justly celebrated Capra fable has snappy heiress Claudette Colbert, on the run from her cosseted life, hit it off with cynical reporter Clark Gable in search of just this kind of story. Read Review

296. All The President’s Men (1976)

Director: Alan J. Pakula

The Watergate scandal told with razor-sharp intelligence from the perspective of Woodward and Bernstein (realised via the opposing styles of Dustin Hoffman and Robert Redford) — arguably the best film about the Fourth Estate. Read Review

295. The Untouchables (1987)

Director: Brian De Palma

Made with all of De Palma’s stylistic brio, but anchored by David Mamet’s steely script, this is the gangster epic as comic-book fable. Read Review

294. The Red Balloon (1956)

Director: Albert Lamorisse

One of the world’s most famous shorts, echoing Jean-Pierre Jeunet’s fairy-tale style, as a small boy is strangely pursued by the balloon he’s forced to abandon.

293. La Maman Et La Putain (1973)

Director: Jean Eustache

Navel-gazing Parisian types puff on Gauloises in murky cafés while taking the Freudian route through life — falling in and out of their complex love lives. If it sounds irritating, it’s actually lovely. Read Review

292. La Belle Et La Bête (1946)

Director: Jean Cocteau

Perhaps anticipating his adult audience’s suspicion of a fairy-tale adaptation, poet/artist/director Jean Cocteau opens his surreal (in the true sense) take on the Beauty And The Beast fable with a reasonable enough request: “I ask of you a little childlike simplicity.” If that seems unnecessary to modern viewers long-familiar with Burton, Gilliam or indeed Disney’s smarter output (including its own version of the story, which owes much to this), consider that Cocteau was addressing a populace only recently liberated from Nazi rule in a country devastated by war. Of course, La Belle Et La Bête itself is neither childlike nor simple. Cocteau’s fairy-tale world is rendered with baroque opulence (a young Pierre Cardin worked on the costumes) and breathes a creepy, nightmarish atmosphere. Ingenious trick-shots conjure such unsettling wonders as self-lighting hand-candles and eye-rolling statues — then there’s the lionesque Beast himself (the astonishing Jean Marais), whose hands eerily smoke when he’s drawn blood. It also tingles with sexual energy throughout, packed with enough hints and winks to have made even Dr. Freud himself blush. Certainly not one for all the family. Read Review

291. Rocco And His Brothers (1960)

Director: Luchino Visconti

Italian neo-realism a-go-go as a widow and her petty brood try to eek out a new life in Milan. If low on orderly plot, it bursts with rich characters and turbulent emotions. Read Review

290. Rashomon (1950)

Director: Akira Kurosawa

Unforgettable samurai-era memory games from the Japanese master as a crime is replayed from five different viewpoints. Read Review

289. John Carpenter’s The Thing (1982)

Director: John Carpenter

Perhaps it was Carpenter’s fusion of sci-fi and horror, or Rob Bottin’s body-shock FX, or spiky Kurt Russell, or the prediction of the AIDS epidemic in the alien virus plotline, but this remake gets in your head and never budges. Read Review

288. Who Framed Roger Rabbit (1988)

Director: Robert Zemeckis

A technical marvel, but we just love it for putting Daffy and Donald in the same scene... Read Review

287. Secrets And Lies (1996)

Director: Mike Leigh

Leigh’s adoption drama is full of native wit (“You’ve got a face like a slapped arse”), great performances (especially Brenda Blethyn), and a touching sense of the ebb and flow of real life. Read Review

286. L’Avventura (1960)

Director: Michelangelo Antonioni

The ultimate arthouse flick. A couple go in search of a missing girl, but the mystery becomes an excuse to explore alienation, cracking psyches and barren landscapes in slow, striking images. Masterful.

285. Solaris (1972)

Director: Andrei Tarkovsky

Like Event Horizon, Solaris sees a space station crew go doolally with hallucinations. Unlike Event Horizon, it is painfully slow, beautiful, and perhaps the closet sci-fi cinema has come to the profundity of sci-fi literature. Read Review

284. Scarface (1983)

Director: Brian De Palma

De Palma’s hymn to gangster excess (violence, swearing, white suits) is taken to even further heights by Pacino on barnstorming form. It is also the de rigueur favourite film of any premiership footballer. Read Review

283. Ran (1985)

Director: Akira Kurosawa

AK does The Bard’s King Lear (with sons rather than daughters) with some of the director’s greatest battle sequences, but also delivers a telling meditation on loyalty, revenge, power and war. Read Review

282. The Godfather Part III (1990)

Director: Francis Ford Coppola

The much-derided Corleone threequel finds its way onto the list, perhaps through residual love for the first two. Still, it’s a lot better than you remember it. Especially Andy Garcia. Read Review

281. Interview With The Vampire (1994)

Director: Neil Jordan

Anne Rice’s vampire chronicles get the A-list treatment, with Tom and Brad as bickering bloodsuckers. Sexy, gory, voluptuous and strangely hypnotic. Best thing in it: a very young Kirsten Dunst. Read Review

280. Mad Max 2 (1982)

Director: George Miller

The Road Warrior (the much cooler US title) makes the first movie look like CBeebies, boasting truly white-knuckle carmageddon. And forget about Riggs — Rockatansky is Gibbo’s finest creation. Read Review

279. National Lampoon’s Animal House (1978)

Director: John Landis

The gross-out comedy, but still with a keen sense of satire for US campus rituals. Let’s face it: this is why toga parties, food fights and road trips are so damned attractive. Read Review

278. Carlito’s Way (1993)

Director: Brian De Palma

Pacino shines as the eponymous ex-con, De Palma mounts another terrific railway station set-piece and David Koepp’s script throws such cool lines as, "You think you’re big-time? You’re gonna die big-time!"

277. On The Town (1949)

Director: Stanley Donen, Gene Kelly

Sailors on 24-hour shore leave. The pursuit of a pin-up girl. New York in the ’40s. If On The Town isn’t the most famous musical, it is perhaps the most archetypal. Created by the musical galácticos (Kelly, Donen, Sinatra, Bernstein), the classic premise is embroidered with great numbers (New York, New York, Prehistoric Man, the title song), ballsy innovation (it was the first musical to partly shoot on location) and some of the most muscular, inventive choreography ever committed to celluloid — in Ann Miller, Kelly found that rare thing: a dancer who could match him step for step. Between the songs Kelly makes the central romance affecting, Betty Comden and Adolph Green’s script sparkles (“Did you see The Lost Weekend?” “Yes, I’m living through it!”), and forget New York — the whole thing has enough energy to get to the moon. And back. Read Review

276. Layer Cake (2004)

Director: Matthew Vaughn

The film that made the Brit gangster genre respectable once more turned the world on to Daniel Craig, who plays its nameless drug dealer, and marked Matthew Vaughn as a cinematic talent beyond the producer’s chair. All that, and Sienna at her sexiest. Read Review

275. My Neighbour Totoro (1988)

Director: Hayao Miyazaki

Two girls move to the country and have magical encounters with wondrous forest sprites. Miyazaki in genteel and languid mode, but deeper and without the familiarity factor of Spirited Away.

274. Sin City (2005)

Director: Robert Rodriguez, Frank Miller

Forget Chaucer — this Miller’s tale is black and white but blood-red all over, as his bone-crunching, boner-inducing, morally bankrupt hyper-noir universe is realised like a comic book at 24fps. Read Review

273. The Maltese Falcon (1941)

Director: John Huston

Huston’s first film as a director and still his best, in which Bogart’s Sam Spade slaps dames, cracks wise and solves crimes in a plot that is gloriously unfathomable. Read Review

272. The Bird With The Crystal Plumage (1970)

Director: Dario Argento

Features a gloved murderer, kinky sex, lurid colours, politics and a great set-piece involving a glass cage. Vintage Argento, then.

271. Pee-Wee’s Big Adventure (1985)

Director: Tim Burton

Burton’s debut is a Bicycle Thieves for the ’80s, as Paul Reubens’ man-child quests for his missing bike. A live-action, eye-popping cartoon. Read Review

270. The Death Of Mr. Lazarescu (2005)

Director: Cristi Puiu

If Die Hard has explosions, this Romanian masterpiece has faltering bureaucracy and stomach pains, as a dying OAP is refused admittance to numerous Bucharest hospitals. Black, bleakly funny, brilliantly Kafkaesque. Read Review

269. A Place In The Sun (1951)

Director: George Stevens

Not the Channel 4 foreign property show but George Stevens’ character study of the American male in meltdown (a superb, poignant Montgomery Clift), underpinned with masterly filmmaking control. Read Review

268. The Lady Vanishes (1938)

Director: Alfred Hitchcock

An old dear goes missing onboard a Balkan Express, setting in motion cinema’s greatest railway romp. Making the most ridiculous plot engaging, Hitchcock has rarely been more blissfully entertaining. Read Review

267. Crimes And Misdemeanors (1989)

Director: Woody Allen

Woody's best since his Manhattan heyday, it's a sophisticated, ambitious, dark meditation on murder and guilt that still manages to be uproariously funny. To wit: "A strange man... defecated on my sister." "Why?" Read Review

266. Ghost World (2001)

Director: Terry Zwigoff

A zero-degree take on twisted adolescence, as oddball girls Thora Birch and Scarlett Johansson enter the big, wide world. Blackly comic, it's a saving grace for freaks and geeks everywhere. Read Review

265. A. I. Artificial Intelligence (2001)

Director: Steven Spielberg

Spielberg channelling Stanley Kubrick does Pinocchio in a dystopian future. A challenging hybrid of sentiment and wonder (SS) and coldness and perversity (SK). Perhaps the most fascinating film of Spielberg's career. Read Review

264. American Graffiti (1973)

Director: George Lucas

Lucas' love letter to cruising, rock 'n' roll and growing up is the first and best Four Friends At A Crossroads movie. Warm, funny, wise, and light years away from Star Wars. Read Review

263. Das Boot (1981)

Director: Wolfgang Petersen

The most claustrophobic film on this list, charting the adventures of German U-boat U-96. A superbly crafted exercise in nerve-shredding tension, compelling characterisation and the minutiae of submarine life. Read Review

262. The Virgin Suicides (1999)

Director: Sofia Coppola

Debutante Coppola’s retelling of Jeffrey Eugenides’ novel — five sisters engage in a suicide pact — is the perfect calling card for her dreamy, lyrical style. Great Air score, too. Read Review

261. Roman Holiday (1953)

Director: William Wyler

The movie that gave the world Audrey Hepburn, this charming tale of a European royal going AWOL in Rome and falling for Gregory Peck is invested with maximum magic. Read Review

260. Field Of Dreams (1989)

Director: Phil Alden Robinson

A beguiling, Capra-esque baseball fantasy that gets its sentiment just right, anchored by Kevin Costner on top form. If you build it, we will come. And cry buckets. Read Review

259. Groundhog Day (1993)

Director: Harold Ramis

The greatest high-concept comedy of the modern era. Ramis, Bill Murray and co. mine the simple idea of having to repeat a single day over and over for all it’s worth. "People are morons." Read Review

258. The Blues Brothers (1980)

Director: John Landis

The best in rhythm and blues meets the best in spectacular car-crash action meets the best in cult sunglass-wearing characters. Read Review

Pick up the issue for Philip Wilding's track-by-track breakdown of the Blues Brothers soundtrack

257. The Black Cat (1997)

Director: Edgar G. Ulmer

Two of horror’s most looming icons, Bela Lugosi and Boris Karloff, united for this post-World War I commentary wrapped in a cloak of terror.

256. Le Quai Des Brumes (1938)

Director: Marcel Carné

So pervading is the gloom in Carné’s chronicle of a doomed French army deserter that he was partly blamed for France failing to fight occupation during the war. Read Review

255. Ninotchka (1939)

Director: Ernst Lubitsch

"Garbo laughs," said the tag of this rom-com. And it was the relaxing of her usually haughty façade that made this cement an icon. Read Review

254. The Verdict (1982)

Director: Sidney Lumet

Lumet’s return to the courtroom works as a companion to 12 Angry Men. Where the first simmered, this releases all the tension in bombastic trial scenes, played with gusto by Paul Newman Read Review

253. First Blood (1982)

Director: Ted Kotcheff

Before Rambo became about gore and sport with goat carcasses, it was a portrait of a man who only knows how to be a warrior, even when nobody wants one. Read Review

252. The Leopard (1963)

Director: Luchino Visconti

It’s tempting to wonder how Visconti’s epic masterpiece might have turned out had Laurence Olivier, the director’s first choice of leading man, met with his producers’ approval. Probably no better than it already does, which is to pay an enormous compliment to Burt Lancaster who, against all expectations, brings a wealth of dignity and pathos to the title role of Prince Don Fabrizio Salina, a Sicilian aristocrat and patriarch striving to preserve his family’s prosperity in the face of approaching revolution and the impending death of the old order. Not all the plaudits belong to Lancaster, of course. Visconti’s direction is as ambitious and visually inspired as ever, particularly in the 45-minute ballroom scene that acts as the film’s elegiac coda. Read Review

251. Darling (1965)

Director: John Schlesinger

This bitchy Julie Christie vehicle flagged up the shallowness of celebrity long before Paris Hilton. Read Review

250. Sunrise (1927)

Director: F. W. Murnau

A standard potboiler about a man pushed to bump off his wife by a seductress is elevated to dreamlike intensity by the visual brilliance of Murnau. Read Review

249. My Darling Clementine (1946)

Director: John Ford

Ford’s take on Wyatt Earp — with Henry Fonda as the legendary Tombstone sheriff — is unapologetically poetic, concerning itself less with the O. K. Corral than Earp’s friendship/rivalry with Victor Mature’s Doc Read Review

248. Pandora’s Box (1929)

Director: Georg Wilhelm Pabst

Even if you don’t know the film, you’ll know the image of pouting, bob-haired Louise Brooks. This story of a doomed woman is a symphony of style. Read Review

247. All That Jazz (1979)

Director: Bob Fosse

Fosse was one of the most exciting talents in musicals, and this is none more Fosse, giddy with invention and taking as many liberties with the genre as Moulin Rouge!. Read Review

246. The Philadelphia Story (1940)

Director: George Cukor

The quintessential movie ‘they don’t make anymore’. Can you imagine three better people for a love triangle than Cary Grant, Katharine Hepburn and Jimmy Stewart? Even if you think you can, you can’t. Read Review

245. Downfall (2004)

Director: Oliver Hirschbiegel

With his feature debut, the shocking Das Experiment, German director Hirschbiegel arrived as the European filmmaker to get excited about. Not one to steer clear of controversy, implicitly Das Experiment was about the rise of the Nazis, and for his next trick he went the whole hog — depicting Hitler’s final days in his Berlin bunker, the Führer tipped into a hyperbolic frenzy by the fall of his kingdom. Giving evil a human face, Hirschbiegel dares us even to sympathise with the collapsing Reich. That is, until you see Frau Goebbels icily poison her own children. It makes Hirschbiegel’s crash-and-burn in Hollywood — The Invasion — all the more galling. Read Review

244. Dazed And Confused (1993)

Director: Richard Linklater

The plot, such as it is, concerns the last day of school in 1976 Texas, but it’s Richard Linklater’s capturing of teenage hang-ups that gives this eternally likable film ‘cult classic’ status. Read Review

243. Heimat (1984)

Director: Edgar Reitz

The running time is 924 minutes. It takes that long to tell the story of 20th century Germany through one family drama. Part One was said to be one of Kubrick’s favourite films — you won’t be bored. You might, however, need the toilet. Read Review

242. King Kong (1933)

Director: Merian C. Cooper and Ernest B. Schoedsack

A pioneer in special effects, it's also an argument that effects don’t matter. Yes, the ape is clearly, to the modern eye, a crudely animated doll, but you’re too convinced by Kong as a character to notice. Read Review

241. Brighton Rock (1947)

Director: John Boulting

If you think of Richard Attenborough as that avuncular white-bearded gent, watch him in this seedy adaptation of Graham Greene’s novel about a two-bit crim going to dastardly lengths to conceal a murder. Genuinely terrifying. Read Review

240. Forrest Gump (1994)

Director: Robert Zemeckis

One man’s heartwarmer is another man’s schmaltz, but it’s impossible to deny the craft on show in Zemeckis’ story of a simpleton who can’t help but succeed. Read Review

239. Cinema Paradiso (1988)

Director: Giuseppe Tornatore

This sauntering chronicle of a boy’s love for cinema and a local projectionist should quiver the lip of any true-blue movie-lover, particularly in its montage of banned kisses. And then the wonderful ending should leave you a wreck. Read Review

238. Requiem For A Dream (2000)

Director: Darren Aronofsky

If Pi showed that Aronofsky was full of ideas, his follow-up showed we didn’t know the half of it, with the director’s toy-box of technical tricks providing the film’s big buzz amid a gripping pessimism. Read Review

237. Delicatessen (1991)

Director: Jean-Pierre Jeunet and Marc Caro

Jeunet and Caro are, of course, very odd, but their attention to detail in this tale of love and cannibalism is wonderful. Like Terry Gilliam with more heart and a brighter palette. Read Review

236. Black Narcissus (1947)

Director: Michael Powell and Emeric Pressburger

The plot concerns a group of nuns in the Himalayas, toiling against cold forces without and lusty forces within, but it’s the images that make this essential. Astonishing visual storytelling. Read Review

235. Battle Royale (2000)

Director: Kinji Fukasaku

Schoolkids wearing explosive collars forced to fight to the death? Fukasaku’s pic is a forceful comment on adolescent alienation. Read Review

234. The Bourne Ultimatum (2007)

Director: Paul Greengrass

If you watch the third in the Bourne trilogy closely, you’ll notice that Paul Greengrass never stops the action to tell the story. The action tells the story. Now that is popcorn filmmaking. Read Review

233. Indiana Jones And The Temple Of Doom (1984)

Director: Steven Spielberg

Considered a lesser Indy, the sequel still has bags to recommend it. The opening is the best of the trilogy — and Indy actually wins in this one. Read Review

232. Jurassic Park (1993)

Director: Steven Spielberg

Sod the effects. Groundbreaking as ILM’s dinosaur work might be, it would matter little if Spielberg hadn’t engineered a fearsomely tense, white-knuckle ride around Isla Nublar’s main attractions. Read Review

231. Shaun Of The Dead (2004)

Director: Edgar Wright

It’s rare for a comedy horror to be both funny and frightening, but Edgar Wright managed it in his wildly popular debut. A British film that shows we’ve got far more than bonnets and gangsters to offer the world. Read Review

230. Howl’s Moving Castle (2004)

Director: Hayao Miyazaki

A surprising Miyazaki to have in the list, given those that didn’t make it. But even second-tier Miyazaki outdoes most other animation, and the mysticism of Diana Wynne Jones’ novel perfectly fits the director’s dream logic. Read Review

229. Festen (1998)

Director: Thomas Vinterberg

The Dogme manifesto is perfectly applied in this lean story of dark family accusations at dinner. Stripping everything back to its bare bones pulls focus onto the smallest action. Read Review

228. No Country For Old Men (2007)

Director: Joel and Ethan Coen

A ruthlessly efficient thriller, and proof that no-one makes crime movies quite like the Coens. How many other directors could make an assassin in a Delia Smith wig terrifying? Read Review

227. Léon (1994)

Director: Luc Besson

Familiar territory for Besson, but made into something special due to a certain child performance... Read Review

226. Romeo + Juliet (1996)

Director: Baz Luhrmann

It’s clear that generations have been immunised against Shakespeare in dull English lessons, given that this dizzily paced romantic epic is the only Shakespeare on the list (Ran doesn’t use the Bard’s dialogue, even in translation). It clearly takes a lot to get people past that prejudice, but, by recolouring the action in Mexican kitsch and filming with the frantic energy of infatuation, Luhrmann managed it. He made Shakespeare cool, reminding us that this is a story about teens in love, defying their parents and picking fights. His interpretation opened the way for Shakespeare productions both more faithful to the original text and more outrageous in their staging. Perhaps for our next list, people will allow another couple of the Bard’s works into the fold Read Review

225. Get Carter (1971)

Director: Mike Hodges

Bleak and brutal, the iconic and archetypal Brit-grit thriller retains a grubby authenticity. Michael Caine shows admirably little regard for his image, playing an anti-hero who’s the epitome of hateful cool. Read Review

224. Distant Voices, Still Lives (1988)

Director: Terence Davies

Sounds like kitchen-sink miserablism, but Davies’ autobiographical tale of family life in ’50s Liverpool is unmatched in its visual lyricism — with a ferocious performance from Pete Postlethwaite.

223. Safe (1995)

Director: Todd Haynes

Julianne Moore is a woman who could be allergic to her environment... Safe isn’t just about her condition, though; with themes of loneliness, dissatisfaction and fear of the modern world, it’s about ours. Read Review

222. Mother And Son (1997)

Director: Aleksandr Sokurov

A Russian cine-poem meditating on maternal love, the transience of existence and the bonds of time. Stuck between Animal House and South Park: Bigger, Longer & Uncut on most critics’ lists. Read Review

221. McCabe & Mrs Miller (1971)

Director: Robert Altman

So unconcerned with Western tropes of glamour, excitement and gunfights, and yet one of the most engaging portraits of frontier life on celluloid... You’ve embraced Altman’s America. Read Review

220. Far From Heaven (2002)

Director: Todd Haynes

Best appreciated by admirers of Douglas Sirk’s ’50s melodramas, Haynes’ homage is more explicit but still emotional: a story of repression, desire and hope for fractured lives. Read Review

219. The Outlaw Josey Wales (1976)

Director: Clint Eastwood

It’s not hard to argue this is Clint’s finest behind-camera work; we’re just surprised many of his movies didn’t make the 500. Here, Eastwood makes his ‘Man With No Name’ persona truly human, while offering (he says unintentional) involving critique on Vietnam. Read Review

218. Mr. Hulot’s Holiday (1953)

Director: Jacques Tati

Like Mr. Bean’s Holiday. But in French. And without Rowan Atkinson. And it’s really funny. Okay, not like Mr Bean’s Holiday at all. Except it has holiday in the title; give us that. Read Review

217. The Magnificent Seven (1960)

Director: John Sturges

Can you remember all seven? Really? Get a piece of paper and write them down. You will get six, unless you cheat. Go on, do it. Write in if we’re wrong. Read Review

216. Sunday Bloody Sunday (1971)

Director: John Schlesinger

Charting the end of an unconventional affair — Peter Finch and Glenda Jackson are in love with the same man — Schlesinger’s picture is gently tragic: an uncompromising vision of compromised lives.

215. Jackie Brown (1997)

Director: Quentin Tarantino

Underrated on release, QT’s third has aged beautifully — appropriate given its characters are facing middle age, regret and last chances. Read Review

214. Army Of Shadows (1969)

Director: Jean-Pierre Melville

Melville recounts everyday heroism and horrors in a unique World War II thriller. Feels true because it is. Read Review

213. Songs From The Second Floor (2000)

Director: Roy Andersson

A critics’ favourite four years in the making and virtually impossible to describe, though ‘slapstick Ingmar Bergman’ comes close... Can you imagine such a thing? No? Then go see it for yourself.

212. M (1931)

Director: Fritz Lang

A German city is terrorised by Hans Beckert (Peter Lorre), a pudgy young man who compulsively whistles Grieg’s Hall Of The Mountain King as he approaches the children he murders (and, it is implied, molests). Fritz Lang’s first sound film is an incredibly influential psycho-thriller, establishing conventions still used by serial- killer movies as it intercuts the murderer’s pathetic life with the investigation of his outrages. While Lorre provides a horribly sympathetic focus for the film, Lang shows how his crimes affect the entire city — even prompting professional criminals to track him like an animal through the streets after Beckert draws an inconvenient police presence.

211. Moulin Rouge! (2001)

Director: Baz Luhrmann

A whirligig of song, dance and romance. The skill with which Luhrmann stitches together bizarre but effective cover versions of pop classics is extraordinary; the shock is still the way that Kidman and McGregor anchor the theatricality with emotion. Read Review

210. Platoon (1986)

Director: Oliver Stone

Born out of his own experience, Stone’s searing exposé of the Vietnam War remains the most authentic picture to come out of the conflict. "Y'all know about killing? I'd like to hear about it." Read Review

209. Local Hero (1983)

Director: Bill Forsyth

The theme of capitalism versus community means Forsyth’s flick retains its relevance today, while the talented ensemble cast never let quirks overcome their characters, ensuring this small-town comedy is charming without being twee. Read Review

208. The Departed (2006)

Director: Martin Scorsese

Remakes are often infernal affairs — this one literally so, smartly casting Jack Nicholson as a mobster Mephistopheles in a picture that finally snagged Scorsese an overdue Oscar. Your votes prove it wasn’t purely a sentiment-driven award, though. Read Review

207. The Misfits (1961)

Director: John Huston

Perhaps a surprise inclusion, given it’s not generally considered Huston’s best picture, but holds a place in hearts as the final film of both romantic leads: Marilyn Monroe and Clark Gable. Read Review

206. The Exorcist (1973)

Director: William Friedkin

Obviously here because it’s a brooding meditation on faith, fear and the challenges of child-rearing... Not because of the whole unfortunate onanism-with-a-crucifix incident. Or the extreme profanity. Or the pea soup... No. Read Review

205. The Addiction (1995)

Director: Abel Ferrara

Christopher Walken is a vampire; vein-draining is a drug metaphor; Abel Ferrara is an art-house and exploitation auteur. Read Review

204. The Bride Of Frankenstein (1935)

Director: James Whale

Boris Karloff returns as ‘The Monster’ in Whale’s expressionism-inflected horror: as iconic and distinctive as its anti-heroine’s lightning-streaked hair, and way better than the original. Read Review

203. Life Of Brian (1979)

Director: Terry Jones

The Pythons originally intended to skewer Christianity — until they read the gospels and decided "we have no quarrel with Mr. Christ". Their second feature actually eviscerates religious bigotry and hypocrisy. And is funny as hell. Read Review

202. The Killer (1989)

Director: John Woo

Action at its most extravagant and impactful, triggering an Eastern influence on Hollywood. Apologies, but Empire is legally obliged to note its spectacular "bullet ballets". Read Review

201. JFK (1991)

Director: Oliver Stone

Stone’s dissection of the assassination that scarred the 20th century feels nutritious but never didactic. The "magic bullet" monologue — delivered masterfully by Kevin Costner — obliterates the Warren Commission. Conspiracy? You better believe it. Read Review

200. Before Sunrise (1995)

Director: Richard Linklater

The soppy/sophisticated two-hander plays as affecting tribute to young love, lent real emotional heft in retrospect by the nine-years-later sequel. Read Review

199. The Texas Chain Saw Massacre (1974)

Director: Tobe Hooper

A DIY shocker that prefigured ‘torture porn’ by 30 years...Less blood and butchery than you actually think, but it’s how the tone and texture make you feel: violated, terrified, exhilarated. Read Review

198. Fargo (1996)

Director: Joel & Ethan Coen

The homespun murder story that finally wrought the Brothers’ Kook Oscar recognition, and though their "it’s true" claims proved mischievous, Frances McDormand's warm, up-the-duff rozzer makes it feel real. Read Review

197. Point Break (1991)

Director: Kathryn Bigelow

Before Neo there was Johnny Utah: young, dumb and full of come-on, can’t-you-spot-the-subtext? beauty. Surfin’ and stealin’, buddy beefcakes Keanu Reeves and Patrick Swayze forge the ultimate bromance. Read Review

196. Amélie (1999)

Director: Jean-Pierre Jeunet

Jeunet's perfectly pitched little charmer is one for wistful romantics everywhere. It also offers an object lesson in how to be a better person. To wit... Read Review

195. It’s A Wonderful Life (1946)

*Director: Frank Capra**

*The ultimate Christmas movie, and Capra’s most enduring — even if it was a flop on release. Read Review

194. Bicycle Thieves (1948)

Director: Vittorio De Sica

An impoverished father’s job depends on his bicycle, which some street-bastard steals. On an increasingly desperate Sunday, trailed by his young son, he tries to get the bike back. De Sica’s neo-realist breakthrough is as much weepie as social drama. The climax still makes strong men cry buckets...Read Review

193. Ed Wood (1994)

Director: Tim Burton

Burton and Johnny Depp collaborate to tell the story of the world’s worst filmmaker, but elevate him to heroic status by exploring his world of misfits and cut-price magic. Read Review

192. Eraserhead (1977)

Director: David Lynch

A rare ’70s film completely divorced from its times — the solemnly lost Henry (Jack Nance) would be as out of place anywhere as he is in the industrial pocket-universe of the film. Read Review

191. Brokeback Mountain (2005)

Director: Ang Lee

Gay love story, end-of-the-trail Western, auteur work from Lee, faithful literary adaptation and showcase for two hot male stars of 2005. Not bad. Read Review

190. Big (1988)

Director: Penny Marshall

These days, when a Tom Hanks film comes with a) an Academy Award win, b) a ‘Directed By Steven Spielberg’ credit, and c) Meg Ryan, it’s easy to forget what a great comedic actor the man is. And perhaps the standout of his comedy canon is Big, the best ’80s body-swap movie, directed by Marshall and written by another Spielberg (sister Anne). Hanks beautifully plays Josh as a kid playing an adult, never losing sight of the childish delights and insecurities of being young. These days, he may specialise in everymen under enormous duress (Cast Away, The Terminal) but here he is deft, light-fingered and ultimately extraordinarily moving. Read Review

189. Ghostbusters (1984)

Director: Ivan Reitman

Imagine National Lampoon doing H. P. Lovecraft, with a hit theme song. This sees Bill Murray at his driest, Sigourney Weaver in a slit, red evening dress, and the Stay Puft Marshmallow Man invading New York. Read Review

188. School Of Rock (2003)

Director: Richard Linklater

Linklater’s most commercial outing to date is, appropriately, his most popular — mainly thanks to his surprisingly unannoying school-kid cast and the fact that he allows Jack Black loose in the actor/comedian/ musician’s comfort zone. Read Review

187. The Big Country (1958)

Director: William Wyler

A cowboy epic, memorable for Gregory Peck’s lengthy fist-fight with Charlton Heston (in a rare, interesting bad- guy role) and expansive visions of wide, open spaces accompanied by a memorable hit theme tune. Read Review

186. United 93 (2006)

Director: Paul Greengrass

The simplest and most affecting 9/11 film. Paul Greengrass recreates the events, focusing on the ‘fourth plane’ which didn’t strike its target, in an austere manner as a thrum of tension builds. Read Review

185. Paths Of Glory (1957)

Director: Stanley Kubrick

With recent events in Iraq, the relevance of Paths Of Glory grows year on year. Kirk Douglas excels as Colonel Dax, defending three soldiers up for court martial, to cover up a military mistake on World War I’s Western Front. The film was banned in France until 1975, yet is far more anti-establishment than it is anti-war or anti-France. If unsung Kubrick, it’s the first movie to reveal the director’s true colours, blessed with a cool, intellectual thrill, spare economical characterisation and precise tracking shots. Cementing Kubrick’s relationship with Douglas, it led to him taking over Spartacus, but more importantly, in the small role of ‘German Singer’, Kubrick found Christiane Harlan, who became his wife up until his death. Sometimes, war is swell. Read Review

184. Dirty Harry (1971)

Director: Don Siegel

The great Clint cop picture, introducing soulless San Francisco dick Harry Callahan, only bearable because the guy he is after is even worse. Features the best badge-tossing since High Noon. Read Review

183. Le Samourai (1967)

Director: Jean-Pierre Melville

La Samourai is the figurehead of Melville's career, the story a lone assassin (Alain Delon) whose rigid code is undone by the unforeseen arrival of love. It's a stalwart theme now, but no film has done it so sparely and tragically.

182. Performance (1970)

Director: Donald Cammell, Nic Roeg

Roeg and Cammell fused sensibilities as much as gangster James Fox and rocker Mick Jagger do in this acid-tinged freak-out. Read Review

181. Beyond The Valley Of The Dolls (1970)

Director: Russ Meyer

Nudie-filmmaker Meyer runs riot with a studio budget, assaulting Jacqueline Susann's trash novel with demented brio and kookily square psychedelia. Read Review

180. To Kill A Mockingbird (1962)

Director: Robert Mulligan

A quiet, careful, affecting adaption of Harper Lee's nostalgic novel. Robert Duvall made an unforgettable debut as neighbourhood bogeyman Boo Radley. Read Review

179. Toy Story 2 (1999)

Director: John Lasseter

One of the best sequels ever, it has more action, spotlights fresh new characters while taking the established ones into new territory, and discovers something tragic in a child growing out of toys. Read Review

178. Hellzapoppin' (1941)

Director: H.C. Potter

One of the darnedest films ever made, and a template for the who-cares-if-it- makes-sense-so-long-as- it's-funny? mode of comedy. Read Review

177. City Of God (2002)

Director: Fernando Meirelles, KÃ¡tia Lund

A confident, complicated epic following decades of criminal life in a Rio de Janeiro favela, this is considerably more than 'the GoodFellas of Brazil'. Read Review

176. A Canterbury Tale (1944)

Director: Michael Powell, Emeric Pressburger

Powell and Pressburger's least-understood, most magical film. Its story may be incoherent and 'unpleasant', but its characters and moods are unforgettable and endlessly mysterious. Read Review

175. Rushmore (1998)

Director: Wes Anderson

Max Fischer (Jason Schwartzman) is the sort of kid every school has, but who was hitherto unseen in teen movies - a smart, semi-geeky boy who polarises the school by being at once disturbingly weird and a fashion leader. Read Review

174. Superman The Movie (1978)

Director: Richard Donner

Believing a man can fly is only half of it — Donner took a comic-book character seriously and came up with four different styles (sci-fi, nostalgia, rom-com, special-effects action) to reach the broadest demographic. Read Review

173. Memento (2000)

Director: Christopher Nolan

That rare thing, a truly original thriller. Told backwards, a device which Nolan - already working with dark detectives and conjuring tricks - handles with flair. Read Review

172. The Wizard Of Oz (1939)

Director: Victor Fleming

Forget the no-place-like-home cop-out at the end and enjoy Judy's heartbreaking Over The Rainbow, the many classic characters and the "horse of a different colour". Read Review

171. Brief Encounter (1945)

Director: David Lean

One of the movies' greatest romances is understated and unconsummated. Writer Noel Coward camps slightly, but David Lean and the stars mean every perfectly enunciated syllable. Read Review

170. La Haine (1995)

Director: Mathieu Kassovitz

Kassovitz's debut, and his moment of glory: a fantastically shot tale of friendship and violence on the streets of suburban Paris. You'd never have guessed he'd go on to make silly Vin Diesel films... Read Review

169. Viridiana (1961)

Director: Luis Bunuel

A striking exercise in blasphemy, down to the sacrilegious recreation of Leonardo's Last Supper. Read Review

168. Tootsie (1982)

Director: Sydney Pollack

Dustin Hoffman makes a great statement for feminism by dressing up as a woman and realising that they don't have a great time in the entertainment industry. Read Review

167. Don't Look Now (1973)

Director: Nic Roeg

Arty, scary, sexy. An air of dread, unrelieved by the famous sex scene, paid off with one of the scariest serial killers in cinema. Read Review

166. Goldfinger (1964)

Director: Guy Hamilton

Goldfinger gets Sean Connery's 007 away from the Cold War to play with gonad-targeted lasers, gilded girls, mad millionaires, killer bowler hats and Honor Blackman's Pussy. Read Review

165. Partie De Campagne (1936)

Director: Jean Renoir

A brief feature, abandoned by Jean Renoir during the 1930s but revisited and edited together after the War — a trifle, perfectly played and with a lovely, riverside feel. Renoir claimed he made it solely to take close-ups of lead actress Sylvia Bataille.

164. The Searchers (1956)

Director: John Ford

John Wayne’s m