The Top 100 Movies of All Time: 70-61

#70 Rocky III (1982)

Perhaps the most interesting thing I have found in doing this little exercise is how many great movies don’t adhere to my internal rules of ranking movies. Rocky III is a perfect example of this. I have long believed that the first film in a franchise has a much harder job to do than any of the movies that follow and is generally the only movie in a franchise that truly stands on its own. Given that, I will generally move the first film up on any given list if the quality is close. In other words, give me Toy Story over Toy Story 2, give me Alien over Aliens (there is another obvious example but it will get spoiled later so I’ll just leave you guessing for now). So why is Rocky III above Rocky, and by one spot no less? Here’s why, all of that heavy lifting that the first movie in a franchise has to do, Rocky III does as much of that as Rocky, maybe more. Everything about Rocky changes in Rocky III, including the physique of Sylvester Stallone. The fighting changes in Rocky III, from at least attempting to look like real boxing to boxing as professional wrestling (I have watched fights my whole life and guess what, no one gets lifted off the ground from an upper-cut, no one gets thrown into a corner and you cant overtly pin a dudes arm down while you punch him). In short, Rocky and Rocky II are gritty, semi-realistic, movies. Rocky III (and Rocky IV and Rocky V) exist in a different universe, a universe where we are supposed to believe that Sly Stallone could ever beat Carl Weathers in a foot race on the beach, where Clubber Lang looses one fight and is never heard from again. Obviously, I love the hyper-real universe of Rocky III, even, albeit only slightly, more than the original world of Rocky. But mostly I am just glad they both exist.

#69 The Duelists (1977)

Ridley Scott’s tale of revenge and honor in Napoleon’s France based on a Joseph Conrad novel is, well, let’s be honest, there’s a better than good chance you haven’t ever heard of this movie, let alone seen it. Having said that, I don’t know many people who have seen it that didn’t love it. Harvey Keitel and Keith Carradine are both amazing and Scott scoured France to find authentic locals making the movie look amazing, the fight choreography is terrific and the movie both makes you understand what drives the men to keep dueling while at the same time acknowledging the absurdity and pointlessness of it. Add to all of the a Forest Gump-esque trip through one of the most fascinating slices of history the world has ever known and you have a great movie.

#68 Belle Epoque (1992)

I have seen every movie on this list at least 5x and most more than 10x (some many more than that), all but one. I have seen Belle Epoque once, during its original art house run, in a beautiful old theater in Corona del Mar, a small beach town in between Laguna Beach and Newport Beach. I’ve had plenty of chances to see it again, but I don’t want to. When I walked out of that theater, all those years ago, I remember saying to my buddy, a fellow firm nerd, “that was my favorite movie going experience ever.” Why? I have no idea. The movie was gorgeous, sexy in the most innocent way, and the kind of film that truly transports you to a time and place. It was funny and lovely and touching and a surprise. Belle Epoque isn’t a movie that forces you to examine questions of a deep philosophical nature or truly confront some social injustice of history or takes a hard look at the ugly side of humanity. It did not reveal any truth to me that I was unaware of. It was just, perfect and if I ever see it again I don’t know that it could ever live up to that perfection. Which is why it is on here. To me, Belle Epoque represents the unique beauty of film as both art form and artistic experience, the singular experience of film that is about time and place and a hundred factors that you are unaware of that can make a wonderful film a singular experience in your life. So, I will never see Belle Epoque again, but even if I live another 50 years and go through this exercise again when I am 100 Belle Epoque will have a place on it.

#67 Brining Up Baby (1938)

Cary Grant and Katherine Hepburn. The following sentence works equally well in describing either of them, they always had chemistry on screen with whomever their costars were. Think about how rare that is? How many movies have you watched and just never bought the two leads as anything other than two actors pretending to be in a relationship with one another. You never experience that with Grant or Hepburn. You just buy it. It doesn’t matter if it was Spencer Tracy or Jimmy Stewart or Humphrey Bogart or Grace Kelly or Sofia Loren or Ingrid Bergman or anyone. That undefinable necessity that is chemistry was simply a given if Cary Grant or Katherine Hepburn was in your movie. Even when they are playing decidedly un-Grant or Hepburn roles. Cary Grant plays a nerdy paleontologist and Hepburn plays, well, frankly, a crazy person. Bringing Up Baby is an absurd farce, with a lot of physical humor and a kind of mania that I don’t think would work if someone tried to make it today, but man does it work here, mostly because, you know, Katherine Hepburn and Cary Grant.

#66 Up (2009)

Everyone talks about the beginning. That montage of a life loved and lived. That’s the tear jerking part, the part that gets everyone and finds its way onto every list of the scenes that make you cry. I get it, it gets me too, but it isn’t the part that kills me. When we went to the theater, me, my wife and our son who would have been 5 at the time, and we were sitting in the dark and Mr. Frederickson (voiced brilliantly by Ed Asner) has sent everyone away and he’s sitting alone in his house and he finds the photo book, and he flips to the end and sees the note written by his late wife “Thanks for the adventure, now go have a new one”, honestly, just writing it makes me cry. In that theater that night my wife was moved by that scene but then she looked at her husband nearly blubbering in tears and I kind of ruined the moment for her, she just started laughing at me. Anyway, how UP, a movie about an old man who flies his house to a rainforest using balloons, ever got made is dumbfounding. The fact that it is amazing is, well, amazing.

#65 Double Indemnity (1944)

Double Indemnity was Billy Wilder’s first hit. If the name Billy Wilder doesn’t mean much to you then I guess I should say Sunset Blvd., Stalag 17, Some Like It Hot, The Apartment, Witness for the Prosecution and The Seven Year Itch (and a bunch of other movies, but you get the point). In other words, Billy Wilder is on a short list with Hitchcock and Capra and a few others as the best pre-1970’s director. He wrote Double Indemnity too, with Raymond Chandler (I don’t have to do the same thing with Chandler do I? Let’s just say that the hard-boiled P.I. working with the femme fatale, he is kind of the father of those stories). Anyway, Double Indemnity is a classic noir tale of an insurance salesman falling for the wife of one of his clients and things go wrong from there. Stanwyck is at her zenith, MacMurray, who went on to star in a bunch of early disney movies including The Shaggy Dog and The Absent Minded Professor and even more famously to people of a certain generation became the dad on My Three Sons, is perfect as the insurance salesman who finds himself tumbling deeper and deeper down a hole of his own making. Double Indemnity is considered a true classic and has absolutely earned that title.

#64 The Fabulous Baker Boys

For many years I wanted to be like Jeff Bridges’ Jack Baker. He just seemed so cool, a gifted artist doing gigs that required next to nothing from him, a man who had lost all zeal for life and had become an apathetic chain smoker. Who wouldn’t want to be like that? Or maybe I wanted to be Jack Baker because any man who could seduce Michelle Pfeiffer’s Susie Diamond had to be the coolest human alive. The movie actually hangs itself on this ideal. We are supposed to think Jack Baker is the coolest man alive (think Ryan Gossling from La La Land but with none of the patronizing “you must love jazz” stuff) and Susie Diamond is his female equivalent. Yes, they are both total trainwrecks, but they are cool, as is this movie. I mean, just watch this performance of Makin’ Whoopee and you’ll see what I mean.

#63 Stripes (1981)

So, if you were a high school student in the early 1980’s your comedy references were predominantly tied to three movies; Animal House, Caddyshack and Stripes. Sure, some of us would add Airplane! and The Blues Brothers and a little later 48 Hrs., Trading Places and Ghostbusters all had their day in the sun, but in 1982 quotes and references from Animal House, Caddyshack and Stripes were effectively a second language that you were simply required to know, so that when one of your buddies through a “lighten up francis” or “chicks dig me because I rarely wear underwear and when I do its usually something unusual” or “its Czechoslovakia, its like going to Wisconsin” or, well, I could go on and on because the whole movie is quotable, and hysterical and pretty darn near perfect…

“Who cried when Old Yeller got shot at the end? … No one cried when Old Yeller got shot? … I cried my eyes out.”

Sorry, I couldn’t resist.

#62 Reservoir Dogs (1992)

If we had only known. In 1992 we did not know that Reservoir Dogs was the start of something that would change cinema, probably forever, but certainly for the next 20 years. The dialogue, the 1970’s chic, the pop culture references, movies made for people who were raised on Shaft and Foxy Brown and the original Gone in 60 Seconds, Tarantino changed the way movies were made, but none of us knew that at the time. All we knew was Reservoir Dogs was tense and hysterical and disturbing and expertly constructed, we didn’t realize what was about to happen.

Fair warning, the clip is as R rated as the movie.

#61 The Raid: Redemption

A SWAT team in Jakarta gets trapped in an apartment building raid. Surrounded by literally floors of gang members and drug dealers there only way out is to fight, floor by floor. You’ve heard movies claim to be ‘wall to wall action’ or ‘a non-stop thrill ride’, but they rarely are, in fact the usually shouldn’t be. Story needs exposition, action needs set-up. This movie is absolutely ‘wall to wall’ action. The fighting starts almost immediately and once it starts it doesn’t end until the end of the movie, but the plot actually requires that. The tension comes from the seemingly endless wave, it comes from bad guys being behind every door, blocking every exit. They must fight, constantly, to find a way out making that constant fighting not a thing that propels a plot, it is the plot.