Matt Reviews "Guardians of the Galaxy"

 

The Marvel Films juggernaut does it again. Producing some of the best comic book adaptation movies today, Marvel and Disney know how to make action-packed, emotional, funny films that most audiences enjoy. Their 2012 megahit The Avengers pretty much cemented their status and they could make pretty much any film they wanted to make. So when it was announced they would be adapting the 2008 comic Guardians of the Galaxy (rebooted from the 1969 classic title), most fans and critics asked, "What? Who?" Unless you were a diehard fan, you didn't really know who this group was or their place in the Marvel universe. Well, I too didn't know much about the Guardians and, fortunately, you don't need to know anything about the group in order to enjoy this film.

 

Tying the film to The Avengers, we get a better look of the villain featured in the post-credits scene of The Avengers -- Thanos. Even though I don't know about the Guardians, I've known a long time about Thanos. Basically, he's the big big bad of the Marvel universe ... and in one of the greatest major comic events of the early 1990s, Thanos obtains the Infinity Gauntlet. In this film, Thanos (Josh Brolin) has assigned Ronan the Accuser (Lee Pace) of obtaining one of the Infinity Stones (which make up the Infinity Gauntlet) so that he may have the ultimate weapon in the universe.  

 

Intergalactic thief Peter Quill a.k.a. Star-Lord (Chris Pratt) finds out that destructive things come in small packages!



Enter the ragtag group of outlaw misfits: the thief Star-Lord (Chris Pratt), the assassin -- and adoptive daughter of Thanos -- Gamora (Zoe Saldana), the brutal warrior Drax the Destroyer (Dave Bautista), and the duo of unruly bounty hunters Rocket (Bradley Cooper) and Groot (Vin Diesel). This group forges an unlikely bond as they reluctantly team up to re-capture the stone and save the galaxy.

 

The film has a lot of action but also plenty of humor (coming mostly from Cooper's Rocket and Bautista's Drax), with the number of casualties to a minimum; I think the last Marvel film to have a "hinted-at" body count was The Avengers. Marvel does this to keep the kids packing the theaters, but also as not to offend anyone. Also, the soundtrack to Guardians -- as heard through Quill's mix tape -- rocks with a lot of classic pop rock songs. While some may be put off by this addition of safe classic hit songs, they are used in the best way. My only grudge with the film is near the end when the Guardians all finally confront Ronan. Star-Lord's confrontation in particular is what I found unrealistic, but it doesn't take away from the overall quality of the film.

 

Director James Gunn, who, to me, wrote and directed one of the best contemporary realistic superhero movies -- Super, proves with this film that he can also take the lead on big-budget productions. I'm not sure I liked this film more than X-Men: Days of Future Past, but it was highly entertaining and definitely beat out The Amazing Spider-Man 2! Chris Pratt does a great job of carrying the film, and even though I think she's a bit of an overrated actress, Zoe Saldana is wonderful in this! She's the right mix of kick-ass and vulnerability ... but that doesn't make her some pretentiously tough caricature nor a wilting flower that needs to be saved (even though she is saved at one point in the film)!



 

Sisters Nebula (Karen Gillan) and Gamora (Saldana) get a chance to work out their sibling rivalry.

For a role that is completely CGI, Bradley Cooper does wonders with Rocket -- a genius albeit rude raccoon who doesn't exactly know he's a raccoon. There were plenty of one-liners of his with which I uncontrollably laughed out loud. Former wrestler Bautista also has decent comedic timing besides his expectant physical presence. All together, this group of misfits makes for a team more likeable than the Avengers, making this a fun film to watch.

 

Sure, Guardians of the Galaxy fits into the popcorn summer blockbuster fare, but, fortunately, it's not annoying, mind-numbing bile ... like most of the blockbusters have come to be the past two years. And I was happy to see at the end credits the words "The Guardians of the Galaxy Will Return." This comes off the announcement that the sequel has already been slated for release on July 28, 2017! If you're looking for a fun, action-packed film -- whether taking your kids or not -- then this is definitely the one to see!

 



It Was Frank Castle's Fault I Broke the Law

Jay here.

When I was a kid nobody fucked with Frank Castle.

A marine veteran, Frank would turn to the darker side of justice when his wife and two children were gunned down after being caught in the middle of shootout between mobsters in Central Park, NYC. Since then he would pledge himself to eradicate crime and take down the mob. What made him different was that he was willing to kill to get the job the done. Yes, here was the ultimate antihero. Also, that skull on his torso was bad-ass.

Of course, I'm talking about The Punisher, Marvel Comics' most brutal and dark vigilante. While the colorful and heroic superheroes of the 60's and 70's began to fade in popularity, fans of the medium in the 80's and early 90's began to gravitate to more realistic and morally ambiguous fare. The Punisher had been around since 1974 when he first appeared in The Amazing Spider-Man #129. But it wasn't until the end of the Reagan era that he first began to garner some mainstream success, and one young thirteen-year-old boy was there to devour every page.

Frank Castle, a.k.a., The Punisher

For me, The Punisher was a transition into a different kind of comic book. It was somber, serious and brutally violent in ways that the X-Men, Avengers and Spider-Man could never be. Even Batman, compared to Frank and his brand of justice, seemed tame by comparison. I was hooked.

I couldn't get enough of Marvel's seemingly psychotic vigilante. I collected both of his titles -- The Punisher and The Punisher War Zone. One of my favorite limited runs was the very popular Punisher vs. Wolverine series, penciled by infamous comic artist, Jim Lee. In one of those rash, impulsive decisions adolescent boys are prone to make I traded my copies of this treasured storyline to my best friend, Nick for a copy of the Spider-Man video game on the Sega Genesis. Even hours and hours of 16-bit web-headed awesomeness couldn't make up for this dumb transaction. I believe he may still have those comics today. At least I imagine he pulls them out every now and then, maniacally laughing at how much he duped me.

A page from The Punisher vs. Wolverine two-parter.

There wasn't a comic book shop near where I lived in Virginia Beach, VA, so most of the ones I bought came from grocery stores, the local 7-11, or drugstores. One such drugstore was just a few shops down from Boykin's Music, where I had to go for piano lessons every Thursday night. It was apparent early on to my mother that I lacked the desire or the athleticism for sports, so she tried to tap into my more artistic side.

I loved both movies and music. I would pull out her records and listen to Simon and Garfunkel and the Eagles over and over again. I would try to belt out "Desperado" just like Don Henley, imaging a captivated audience that has gathered to hear me play for them. I'm sure there are many kids who have acted out such fantasies when they are home alone in the precious hours before mom and dad get home from work. But, you see, I was always a daydreamer as child. Much more interested in the made-up lives of comic book supermen, video game heroes and big screen action stars than any of the real people around me,

So, piano lessons it was. I am sure my mother thought it would be good for me to learn something that would be a better outlet than watching TV and playing Nintendo.

Her name was Emma Fountain. She must have been nearly 80 years old. She was the picture perfect image of everyone's grandmother. Every Thursday I sat next to her on a piano bench and tried my best to play the piano. The first complete tune I learned was "The Entertainer". Yes, I was a ragtime maestro, beating out that Scott Joplin ditty so many times that I could simply play it without really thinking about it. Even today, I can still cozy up to set of ivories and play that song - purely from memory. Strange, the things we never forget.

So, my mom would drop me off to play piano in a tiny, cramped room with Emma Fountain, while she either went back home or grocery shopping. To be honest I don't remember where she went, but she always returned to pick me up and write out a check to give to Emma. My mother was delighted with the old lady and to this day she loves to bring up my piano teacher who only taught me one song.

"Remember when I used to take you to piano lessons with that sweet, old lady? What was her name?"

"Emma Fountain, mom."

"Emma Fountain!! What a sweet lady. And what a great name! You should write about her some day, or at least use that name."

Touché.

On the way to my lesson one night, my mother told me she had an appointment and that my stepfather, Luis, would be picking me up after. She explained to me he might be a bit late so I should go down to the drugstore on the corner and wait for him there. She had already written a check for Mrs. Fountain and she handed it me to give to her.

The lesson was uneventful and boring as usual. More practice of scales in different keys, etc. By the time I was leaving the music shop it was dark outside and a little chilly. I didn't have a jacket with me that night so I hurried down to the drugstore. It felt like the wind behind my back was pushing me toward my destination as I swung the door open and quickly walked in. The chimes of small bells rang out from the door announcing my arrival. The clerk did not seem to notice me as she was already busy helping some other customer. I made my way to the comic book rack, which was located three aisles away.

The comics were displayed on one of those simple spinner racks. It couldn't have held more than 30 titles in all. Quite a few of these were of the Archie variety - more kid stuff than what a 13-year-old would want to read. At least that's what I thought. There was all  the most popular series from DC and Marvel on display. The Uncanny X-Men, The Amazing Spider-Man, Detective Comics and Fantastic Four were all there. As I spun the rack around it made a subtle squeak that seemed like a siren in the quiet store. Finally my eyes settled on something unexpected . . . .

It was The Punisher #47.

This particular issue of The Punisher had a cover that seemed to depict our hero in the Middle East, Baghdad to be exact. He appeared to be in the midst of an attack by several Arab men. One of them, he was holding up by the front of his shirt. The coloring was interesting due to the fact that Frank was inked in red, with a setting sun behind him, giving the effect of dusk in the desert. The caption on the bottom read, "Caught-- in a Desert Storm!" It was 1991, and America's first conflict with Iraq was in full swing and, as often is the case in comics, stories reflect what is going on in the real world.

The Punisher #47 - April 1, 1991

 

I started thumbing through the pages, excited about finding a Punisher comic and also frantic because I knew Luis would be pulling up any minute and I wanted to read the whole story. As I started to read the first page a sudden thought occurred to me, 'Why don't I just take it with me?' I had no money to buy it and I knew Luis, who was a frugal man to say the least, would never buy it for me. It seemed so simple and I even had the foolproof means to perform the crime. Beside me on the floor was my piano lesson book. Much bigger than the comic, I could easily slip the issue between the pages of my music book and walk out with it unnoticed. I quickly, in one move, slipped it in place, hidden from view. Then I stood up and headed towards the drugstore's exit, unaware of the headlights from the parked car that had been shining on me through the window as I made my escape.

When I got outside I was relieved that I had made it out with my prize without incident. That relief was instantly replaced with surprise when I found my stepfather's car already parked in front of the store with Luis waiting for me behind the steering wheel. I climbed into the passenger seat as I gripped my piano book tightly, not wanting anything to slip out. The instant I got into the car and looked at my stepfather I knew something was wrong. He was looking at me strangely, and seemed to be disturbed by something. He didn't mention the comic book or that he had seen what I had done, but as we drove away toward home my stomach began to tie itself into a horrendous knot as the realization began to dawn on me -- HE KNOWS . . . .

Luis and my mother had married when I was twelve. Mom and I lived in Richmond, VA, where I was born and raised, living for a good chunk of that time in a split-level house with my aunt, uncle, cousin and grandmother. Yes, it was a crowded house but it was what I was used to. My parents had divorced when I was merely two years old, so I had never known a traditional nuclear family type life until my mother met Luis and we moved down to Virginia Beach and into his condo off of Lynnhaven Inlet.

Living with Luis was very different from what I was used to. He worked for the Navy as an architect. He liked order and cleanliness. His house was decorated pretty sparsely and he had nice things. He liked those things to remain nice so I had to be careful to not make a mess of any sort. Having been a bachelor for his entire adult life, it seemed to me that he was the kind of man who had gotten very used to having things his way and was not accustomed to having a young boy in the house. Especially one as messy and disorganized as I was. He was Cuban and a Catholic, while my mom was raised Baptist and I wasn't raised anything. This made him a bit old fashioned in my view and this background manifested itself in how he would treat my mother and I sometimes when he was frustrated or not getting his way. He could be demanding and short-tempered. He was the kind of parent who would react very strongly to seeing his kid steal something.

We drove the rest of way home in silence.

As we entered our house I made quickly for the stairs that led to my bedroom, clutching my lesson book tightly as I climbed the first couple of steps. Behind me, Luis cleared his throat.

"Are you taking your piano book to your room?," he asked. "Why don't you put it away in the piano bench?"

I stopped in my tracks, turning back to look at him. My mother's piano was in the living room. The bench in front of it had a lid that could be lifted where all of her music books were placed. It was here that I always left mine as well. It made no sense that I would take the book with me to my bedroom. What was I going to do, hum the notes? I knew now that he had me.

"No, I'll just take it with me," I replied innocently. "I was gonna look at it some."

"Don't be ridiculous," Luis said, "Just leave it here. You don't need to take it with you."

"It's okay. I just wanted to take it with me. I'll bring it back when I'm done."

"Just leave the book here," he commanded firmly.

What could I do? I wasn't going to be able to argue with him until he gave in. It was obvious he had seen me steal the comic somehow. I walked across the living room and placed the piano book, Punisher #47 inside, deliberately inside the bench on top of the other ones. Luis watched me as I turned and headed down the stairs to my bedroom. I closed the door behind and waited for the inevitable confrontation.

But it didn't come.

At least not the way I thought it would. When the knock came at my door, it was not Luis, but my mother, who had since returned home from her appointment. She wanted me to come upstairs and speak with them. She told me that Luis had seen me place the comic in my piano book through the window when he had pulled up. When I came upstairs I was lectured harshly by Luis about stealing. He and my mother told me that I now had a choice. I could return with them back to the drugstore with the stolen merchandise and confess my crime to the clerk there, or I could return to my bedroom, collect every comic book I own in a box and throw them in the dumpster outside as punishment. By throwing them all away I would be spared the embarrassment of having to admit to the theft, but I gathered both my mother and stepfather would prefer I just 'fess up and go with them back to the store.

To any comic fan who owned dozens of issues, carefully sealed in plastic for safekeeping, the choice seemed obvious. No kid would sacrifice years of collecting just to avoid a few minutes of shame, would they? I mean these were my most prized possessions. Many of the stories I knew by heart. It was a no-brainer.

I chose to throw them all away . . . .

I know, I know. What a dumb decision, huh? Trust me, if Adult Me could go back and talk to Kid Me I would tell myself to suck it up and take the few minutes of abuse because it would only be a passing moment. Getting rid of every comic I owned was permanent. I guess when we're children we don't think of things that way, or at least I did not. I was absolutely terrified of going back to that drugstore and having to face my crime. Maybe I thought the owner would call the cops, or I wouldn't be allowed back there. Possibly Emma Fountain would find out and she would look at me like I was some juvenile delinquent with those grandmotherly eyes. These thoughts were ridiculous, of course, but they were racing through my mind as I slowly trudged back to my bedroom.

I opened the bi-fold doors of my closet where I was greeted by shelves of comic books neatly stacked. I grabbed the first one I saw, The Uncanny X-Men #244. Here was the first appearance of Jubilee, a X-Man I never much liked, but I winced because I knew this would be a collectors item someday if the character ever became popular. Here was Wolverine #1, a very desirable issue to have. Released in 1982 and written by Chris Clairemont with art by Frank Miller, I had procured it from some kid at school who thought it was in too bad a shape to ever be worth anything. It only had a few creases so I didn't see the big deal. Issue after issue, I started to place them in a cardboard box as tears started to run down my face.

Wolverine #1 by Clairemont and Miller. Yes, I threw this away . . . .

"Why had I even taken that stupid Punisher comic," I began to think. It probably wasn't even that good. It wasn't worth all this trouble that's for sure. The colors from the covers of my comics seemed even more bright as I continued to pile them into their box of doom. Halfheartedly I was holding onto a secret hope that my mother would change her mind and have mercy on me and my collection.

I came back into the living room with my box full. My mom and Luis looked on as I opened the front door and walked out into the night towards the dumpster which was on the opposite side of the parking lot. I got to the big metal garbage bin, placed my box on the ground and strained as I peeled open the sliding door that was always tough to pry loose. I held my breath as the stench of all our neighbors' collective waste rose to greet my nostrils. The thought of throwing my most prized possessions into a giant box with all that refuse and rotted food made me even sicker to my stomach.

After bending down to pick up the box again I hoisted it up through the dumpster's door and as the tears continued to flow I slowly pushed it until it rested just on the edge. While I stood there, the box teetering on the edge, only being kept from tumbling in by my light grip on it, I grew angry. I was pissed at Luis for fucking everything up by marrying my mom and thinking he could be a father to me. I was mad at my mom for making me do this and not just scaring me and then backing down. Why did she have to marry this guy anyway? I was mad at myself for making a dumb decision. But I was also mad at Frank Castle himself. How dare he be so cool and kill people with such effortless bad-assness. If his comic wasn't so appealing to the inherent violent nature of my pre-adolescent self, maybe I wouldn't be in this predicament.

I slid my fingertips off the box, watched it fall and heard the thud as it became one with the trash inside the dumpster. I went back inside and went to bed without dinner.

It wasn't long before I started collecting comics again. As time went on my collection grew once more, but I never forgot the lesson I was meant to learn that night. Luis and my mother split up shortly after the incident with the Punisher comic. Years later, she would tell me the epilogue to the story. A chapter I never knew.

Once I had gone to bed, Luis went out to the dumpster. Somehow he was able to reach inside and retrieve my collection from its unavoidable demise. My mother was asleep also. He brought the box back inside and stored it on top of the china cabinet where both my mom and I were not likely to find it. I'm guessing his plan was to give them back to me eventually, once he felt I had essentially learned my lesson. The irony is that soon after that their marriage ended and he never told either of us about it until we had moved out leaving it behind, never to be returned to me. I never laid eyes on my collection again. Who knows what Luis did with it after we were out of his life? I never saw him again.

I would think about that night from time to time. It was one of those childhood memories that seems to stick in your brain. As I prepared to attend the San Diego Comic Con in 2013, I remembered that Punisher comic I had stolen and I realized that one of the vendors there would most certainly have it for sale. For some reason, probably because I lean towards sentiment and nostalgia, I felt I would attain some catharsis from tracking it down, buying and reading it - for the first time. I know, it's silly, but it made sense to me.

Soon, it was July 2013, I was 36-years-old, and I was walking into the vast chaos of the exhibit floor at the world's biggest comic book convention. Thousands upon thousands of people walked around the great room, many dressed as all sorts of characters from pop culture. It was so crowded it seemed to take forever just to walk a hundred yards. If you've never been to this event, it can only can be described as a gigantic carnival of geekdom, where everyone comes to celebrate their love of comics and pop culture in general. It is an assault on the senses that is overwhelming and glorious at the same time.

Near the center of the room was a vendor who claimed to have nearly every comic available to buy. I moved down the aisles where cartons upon cartons of carefully filed issues were stored. The amount was staggering. Tabs that stuck out the top advertised the series that resided in that box. My eyes scanned them looking for the "P"'s that would lead to my quarry. Finally, I located the hundreds of Punisher books lined up in waiting. Unfortunately, I did not, at that time, know the number issue I was looking for. I could have done my research online before coming, but my decision to locate Punisher # 47 was kind of spur-of-the-moment. I thought I would just come across it.

You can find almost any comic ever printed at the annual San Diego Comic Con.

My fingers danced across the issues as I flipped them forward, waiting for the jolt of recognition when I would see the cover. It wasn't long before it came. There it was! #47, just as I remembered it. Memories, both good and bad flooded back as I lifted the comic from the others and looked at it. The price tag advertised the price of $5.

"I'll sell it to you for $3," a voice said from behind me.

It was the vendor himself. He had seen me looking at the issue. It was now that I realized something that was so improbably stupid that I could laugh at how fate is truly not without a sense of humor.

"Do you take cards? I don't have any cash."

"No, sorry. Only cash here."

You've got to be kidding me, I thought to myself. How could I not bring any cash? I turned red as I  laughed inside at the irony.

"Well, can you please hold this for me while I go get some cash?", I asked the guy. He looked at the comic and then at me with an exasperated look. I'm guessing that this was a common issue for him. I have to say, though, it was 2013 and this guy hadn't updated to credit card purchasing?

"Just take it. It's fine. You can have it for free."

Something clicked inside of me. It would have been easy to just walk away with the comic. Hey, I had found it, hadn't I? The guy was willing to give it to me, so why not save the $3?

But, I couldn't do it. There was a voice inside of me that was speaking very clearly and it was telling me a truth that could not be ignored. If I took this guy up on his offer, my quest of redemption would be over. I had to pay for this comic! In my insane attempt at logic, I had convinced myself that by paying for this issue, I would achieve some sort of closure with a brief episode in my life that in reality meant nothing, but for some reason I had convinced myself meant something. Taking it for free because I had no cash was almost like stealing it again. Stealing it with permission, of course, but still I was not paying for it. What if this guy wasn't the owner? What if he was just some deadbeat with questionable ethics who was tired of dealing with guys like me who have no cash? It would be stealing all over again. I couldn't do it.

"No, I'll just go find an ATM and get some cash. I appreciate the offer, but I insist on paying," I replied to vendor. I started to walk away.

"Dude, it's ok. Just take it. It's not worth anything," he replied.

"No," I continued. "You don't understand. I have to pay for THIS comic. It's worth something to me."

"Ok. Whatever, man."

Later, after finding a cash machine I would return with cash in hand. The vendor had returned the issue to its original location on file. He admitted he didn't think I was going to return, since so many had said the same thing and not come back. He found it for me. I gave him the full amount for it - $5, not the $3 he had offered. I walked away with it in my hands. I enjoyed the rest of my time at Comic Con and I was able to go this year as well. It is an experience anyone should take advantage of.

It is interesting the events we remember clearly from our childhood and the importance we place on things that others may find trivial. I collected comics as a child because I loved the stories. Stealing that comic and the aftermath of being caught had an impact on me that reverberated into my adult life. Now whenever I see Frank Castle, a.k.a., The Punisher, I think about the lessons he taught me that night and how interesting it is that it happened to be his title that I swiped. I too was "punished" for breaking the law.

I should have stolen the X-Men issue instead . . . .



Matt says ... "Hey, man! You should've just asked me for it. I've had it since it was released in '91!



 

Matt and Jay's "Ultimate List" - "The Best Films of the 90's" - Part IV

Continuing on, Matt and Jay get close and closer to consensus on the great movies of the 1990's. Here are numbers 50 - 41, numbers 40 - 31, and numbers 30 - 21. And here with numbers 20 through 11 we get to the films that they agreed on  . . . . .

20. The Truman Show (1998)

Directed by Peter Weir

Starring Jim Carrey, Ed Harris, Laura Linney, Noah Emmerich, Natascha McElhone, and Holland Taylor

Jay: Life as media entertainment? Life as social experiment? Life as . . . . controlled destiny? There's so much more going on in Peter Weir's The Truman Show than just a movie about a guy who's life is broadcast on television. Andrew Niccol's (Gattaca) smart and witty script follows the exploits of Turman Burbank (Jim Carrey in one of his better roles), a run-of-the-mill insurance salesman who begins to discover that his entire life is a fraud. He is actually the star of a massive 24-hour-a-day reality TV show watched by millions around the world. Confined to a small island town since he was born, and raised to have a pathological fear of the water, Truman begins to realize that everyone and everything in his life had been fabricated mostly by the producer of his show, Christof (Ed Harris). One cannot escape the "Christ" metaphor thrown in there. The Truman Show is mostly about the nature of free will as one man rebels against the design his "creator" has fashioned for him. It is one of the most clever comedies of the 90's.

Matt: Before reality TV truly, completely took over primetime television, there was this imaginary tale of "life as art" from writer Andrew Niccol (Gattaca, Lord of War, In Time). At the time, Niccol only had Gattaca under his belt, but he wrote one of the best social commentaries on the obsession of reality TV, churning out a story that touches on Christianity and existentialism. In the film, Truman has to overcome his fear of water/drowning just so he may find the love of his life and escape the false world that has been produced for others’ entertainment. With a “what-does-it-all-mean?”-type of feel, Truman (Jim Carrey) gets the chance to do what most others don’t get to do – he gets to confront his “creator,” Christof (Ed Harris); that’s right a play on the name “Christ” as well as the fact that Christof’s booming voice comes from the sun-lined clouds. Harris’ speech – set to a wonderful score by Philip Glass – of why Truman was “created” and how he has unknowingly touched the lives of so many others can be applied to any religion and directly to life itself. What exactly is Truman escaping to? Heaven? Suicide? Or is he just giving up the obsession that has sadly taken over this country -- reality TV? Ultimately, it’s up to the viewer to decide. That is part of the beauty of the ending. He can go wherever he wants.

19. Schindler's List (1993)

Directed by Steven Spielberg

Starring Liam Neeson, Ben Kingsley, Ralph Fiennes, Caroline Goodall, and Embeth Davidtz

Jay: No film, for me, captures the horror of the Holocaust like Steven Spielberg's Schindler's List. One of the aspects of the film that makes it so effective is that the audience witnesses the atrocity of it all through the eyes of a deeply flawed man who cannot turn away from what he sees. Oskar Schindler (Liam Neeson in his greatest performance) is a greedy man. At first he sees the Jews who work in his factory as simply a means to expand his wealth. He proudly wears a Nazi pin on his lapel and parties and cohorts with high-ranking officials in German military. Despite these behaviors, Schindler is ultimately a good man who sacrifices nearly everything to save the people who work for him and their families from the terrible atrocities that millions of others did not. Spielberg smartly filmed this picture in black and white, a decision which contributes to the stark subject matter. Ralph Fiennes is disturbingly evil as the Nazi commander of a work camp whom Schindler has to manipulate in order to free the Jews on his list. This is important filmmaking from one of the greatest popular directors of all time.

Matt: Anyone who knows me, knows I love Liam Neeson. He kicks ass -- figuratively and literally -- in pretty much every movie he's in. And Schindler's List is no different! Director Steven Spielberg's unshakeable, moving tribute to the victims of the Holocaust is a piece of cinema unmatched by any other. The black-and-white photography presents an intimate look into one of history's dark periods, with touches of color making the film a moving piece of art. Spielberg has always been a paramount director but this may well be one of the best, most important films he's ever made! Like with Saving Private Ryan, he pulls no punches with the imagery and story, making this a film that is both difficult to watch and essential to watch. This film also stands as proof that before Voldemort, Ralph Fiennes could easily stretch his "evil" any which way! I think Jay pointed out all of the highlights of the film, but I would be remiss if I did not mention my own statement that this film should be viewed by every U.S. citizen at least once in their lifetime.

18. Fight Club (1999)

Directed by David Fincher

Starring Edward Norton, Brad Pitt, Helena Bonham Carter and Meat Loaf

Jay: David Fincher followed up his breakout success, Seven, with this pulse-pounding adaptation of Chuck Palahniuk's cult novel, Fight Club. The story follows an unnamed office worker (Edward Norton) who suffers from insomnia who befriends a enigmatic soap maker named Tyler Durden (Brad Pitt), and together they start an underground fight tournament. Average, everyday men, unhappy with their mundane existences can participate, beating each other to a bloody pulp, and tapping into something that's missing in their modern-day inane lives. To be sure, Fight Club, has a lot to say about the present day man and their disconnection with something primal that make them feel alive. By the end, though, it morphs into more a commentary of anarchy and for me, the ending falls into a stereotypical climactic battle for the damsel in distress. I think its a great film, but I would not have had it on this list. I think Fincher made several other movies which are better (Seven, The Social Network, and Zodiac), and though my opinion may be unpopular because I know a lot of guys who consider watching Fight Club a religious experience, I merely think it is a very good film with a few flaws that are tough to ignore.

Matt: The film that made novelist Chuck Palahniuk a household name was also one of director David Fincher's breakout films (although, there was the masterful Seven)! The film is an anarchistic-to-the-point-of-nihilistic story of an unnamed man (Norton) who lives a mundane life ... until he meets soap maker and salesman Tyler Durden (Pitt) on a flight home from a business trip. The story helps capture the existential dilemma of materialism and individualism as told through the man's journey of feeling alive only when he is literally being beaten up. I agree with Jay that this film is not the "religious experience" some make it out to be; but the cinematography, acting, and writing are all really well done.

17. True Romance (1993)

Directed by Tony Scott

Starring Christian Slater, Patricia Arquette, Christopher Walken, Michael Rapaport, Dennis Hopper, Bronson Pinchot, and Saul Rubinek

Jay: Directed by the late Tony Scott from a script by then virtually unknown Quentin Tarantino, True Romance may be the most violent love story ever captured on film. It's the dialogue that makes it so great, though. Littered with the typical Tarantino flair, True Romance is as much about the conversations that take place between characters as it is about the violent scenes that it has come to be known for. Christian Slater stars Clarence Worley, an impulsive clerk at a comic book store, who falls for a hooker named Alabama, played by Patricia Arquette. When her pimp (Gary Oldman) threatens to retaliate, Clarence kills him and steals his large stash of cocaine. Together they take off for Los Angeles to attempt to sell the drugs to a Hollywood producer, while the mob tries to hunt them down to reclaim the coke. There are tons of great cameo performances in this movie, including probably the most famous scene which involves Dennis Hopper, playing Clarence's father, who is being interrogated by a gangster played by Christopher Walken. Its an electric scene that is often referenced whenever this movie is brought up. True Romance is an electric fun ride. With a smart script, and a stellar cast, Tony Scott made probably his best movie.

Matt: Many may not know that this film was originally penned by famed director Quentin Tarantino, sold before he released Reservoir Dogs, when he was unknown in the business. But, after finding out this fact and re-watching the film, it's easy to see the film has his trademark stamp on it! As I stated earlier in this list, Terrence Malick's Badlands is one of my favorite movies of all time and it's easy to see that director Tony Scott had that film in mind when he shot this. Composer Hans Zimmer's score is somewhat of a duplicate of (or homage to) Badlands composer George Tipton's score. Also, the theme of a criminal couple has been around since Bonnie and Clyde, but was also the main plot of Badlands (the film based on the real-life murder spree of Charles Starkweather and Caril Ann Fugate). True Romance is a romance movie as Tarantino could only do it -- mobsters, sleazy movie producers, lowlifes, stoners, and more characters that are unforgettable. Of course, in the original Tarantino script, the story ends completely different, and there are many fans and critics out there who each have their opinion as to which ending they like the best. But what is probably one of the best scenes in movie history has to be the legendary interrogation of Clarence's father (Hopper) by a mobster (Walken) searching for Clarence. With the exception of maybe one eye-roll worthy line (you'll know it when you see it) uttered by Patricia Arquette, the film is pretty much one of the coolest films out there!

16. Toy Story 2 (1999)

Directed by John Lasseter, Ash Brannon, and Lee Unkrich

Starring Tom Hanks, Tim Allen, Joan Cusack, Kelsey Grammer, John Ratzenberger, Wayne Knight, Don Rickles, Estelle Harris, Jim Varney, Wallace Shawn, and Annie Potts

Jay: The Toy Story trilogy will stand the test of time of probably the greatest animated series of all time. All three films are nearly flawless in their execution and filled with emotional gravity and brilliant humor. My personal favorite is Toy Story 2. When Woody (Tom Hanks) is kidnapped by a greedy toy store owner (Wayne Knight) to be sold to a foreign collector the gang must go on a quest to save him. While in captivity, Woody learns about where he came from and meets a group of toys from the same classic TV show of which he was once the star. One of these toys, Jessie (Joan Cusack), has a sad tale to tell about being abandoned by the little girl best friend who once owner her. Woody begins to realize that his time with Andy will one day be over and wrestles with tough decisions on whether to go back to the boy who may one day forget him, or join Jessie, his loyal horse Bullseye, and the Prospector (Kelsey Grammer) on their trip to the toy museum. It is one of the greatest animated pictures of all time -- a rare sequel that improves over the original, and arguably Pixar's greatest moment.

Matt: Jay says this is his favorite Toy Story in the series, and while it was definitely better than the first, I have to say the third was my favorite. Nevertheless, Toy Story 2 stands out in the '90s as one of the best animated films made during that era! Most may look upon these films and think they are merely some kids cartoon movie. But they would be drastically wrong! I like to view the films' plotlines as running parallel between Woody's story and Andy's story. In the first film, Andy is dealing with growing accustomed to having a little sister who may steal away his mother's affections from him, and Woody must deal with the threat of a new toy -- Buzz Lightyear (Allen) -- who might steal Andy's affections away from Woody; in this second film, Andy is getting ready to move to a new home and being somewhat displaced from his old life, and Woody must deal with possibly moving away from the family he has known all of his life; and in the third film, Andy is grown up and moving away to college, saying goodbye to his childhood, as Woody must grow up and realize he is no longer the friend of a child, thus saying goodbye to the only "childhood" he has known as well. I could go on about these instances, but I'll just say that the Toy Story films have more going on than a mere kids cartoon film. Plus, this film in particular teaches about the endearing bonds of friendship, loyalty, forgiveness, and, ultimately, love. Not bad for an animated film!

15. Election (1999)

Directed by Alexander Payne
Starring Reese Witherspoon, Matthew Broderick, Chris Klein, Jessica Campbell, and Molly Hagan

Jay: Alexander Payne (About Schmidt, Sideways, Nebraska) broke through in 1999 with this dark social satire about a high school class president election gone wrong. Matthew Broderick starts as Jim McAllister, a high school teacher who becomes emotionally invested in spoiling the campaign for annoying, overachiever Tracy Flick (Reese Witherspoon) when her secret affair with Jim's best friend and fellow teacher leads to the destruction of that friend's marriage and career. McAllister is a pathetic protagonist. We cringe at almost every poor decision he makes, but it's tough to not root for him when you witness Tracy's behavior and her self-centered determination to win the election. Chris Klein is also excellent as the popular and likable dim-witted jock, Paul Metzler; and Jessica Campbell is great as his lesbian sister, Tammy. Payne would go to direct some of independent films' most beloved comedies, but for me this was a high water mark for him.

Matt: Politics has never been so wonderfully captured as metaphor as with this film by Alexander Payne, based on the book by Tom Perrotta. Also, on a sidenote, anyone who watches the first pilot episode of FOX's Glee cannot help but scream "rip-off of Election" when viewing it; Glee's Rachel being very similar to Tracy Flick (Witherspoon) (they even wear the same style of clothes), and Finn Hudson resembling Paul Metzler (Klein) -- both jocks and not too bright. Anyways, the film's dark comedy delves into the private lives of Flick, Metzler, and their civics teacher, Mr. McAllister (Broderick as you've never seen him before)! The mudslinging comes to a climax when Flick needs to play dirty to get the win she wants, and Mr. McAllister's pathetic life starts falling apart due to the actions he'll take just to try and give Flick her "just desserts." I love Sideways and especially The Descendants (which I consider both more of a drama), but this is easily Payne's best comedy.

14. Reservoir Dogs (1992)

Directed by Quentin Tarantino

Starring Tim Roth, Harvey Keitel, Chris Penn, Michael Madsen, Steve Buscemi, and Lawrence Tierney

Jay: Quentin Tarantino's directorial debut is a sharply written take on the heist-gone-wrong theme. It didn't find mainstream success until after the runaway success of Pulp Fiction two years later when everyone rushed to catch his first movie on video. Taking place, for the most part, in an abandoned warehouse, Reservoir Dogs is the edgy and violent tale of a group of career criminals brought together to rob a diamond wholesaler without any knowledge of who each other really are. Instead, they are each given a color for a name. What's most clever about the movie is that we never get to see the actual heist go down. We only see its aftermath and flashbacks to before it happened. What the viewer does know is that someone in the group is probably secretly a cop. The fun of Reservoir Dogs is in the way Tarantino slowly gives you glimpses into each character's backstory and their motives. It introduced us to that snappy dialogue that the director/writer is so famous for. It was a true independent film success story that would pave the way for the renaissance of indie movies that exploded in the 90's.

Matt: This was the breakout hit that thrust writer/director Quentin Tarantino into superstardom! In his debut film, the story centers around the aftermath of a bank-heist-gone-wrong, showing through flashbacks the assembly and preparation of the rag-tag group of thieves -- all of their names concealed and given colors for names (i.e., Mr. White, Mr. Orange, Mr. Pink, etc.). With the heist turned bad, the surviving robbers must figure out which one of them is an undercover cop. There is not that much action (save a rather lively torture scene and a separate shoot-out scene), but don't count this film out as some boring prattle. The tension and dialogue are razor-sharp, leaving the viewer glued to the screen, waiting to see how it all unfolds. Like other filmmakers of the 1990s (Spike Lee, Kevin Smith, Richard Linklater, Robert Rodriguez, and Steven Soderbergh), Tarantino's film would come to represent an entire generation of new filmmakers and a new film movement. Besides the riveting acting, there is also a great soundtrack of 1970s forgotten classic songs, with the soundtrack marking one of the first in a trend of including movie dialogue from the film on the soundtrack -- much like a homemade mix tape.

13. Groundhog Day (1993)

Directed by Harold Ramis

Starring Bill Murray, Andie MacDowell, Chris Elliott, Stephen Tobolowsky, and Brian Doyle-Murray

Jay: The late, great Harold Ramis delivered his best, most accomplished movie in 1993 with Groundhog Day. One of the greatest comedies of all time, Bill Murray stars as Phil Connors, a big city weatherman who is sent to report on the annual Groundhog Day celebration in Punxsutawney, PA. Phil is a narcissistic man, to say the least, treating everyone around him with disdain and rudeness. When he wakes up the next morning to find himself living the exact same day over again, confusion  sets in. When that same day turns into ten, twenty and even into the hundreds, Phil reacts in many ways to his predicament. Some of these reactions lead to very funny moments and then some take us down a more serious and even darker roads. The cocky, self-absorbed weatherman is forced to examine his life and how he has lived it through the lens of a single day. Its a very effective way to view how each day, no matter how mundane, is important and how we treat people matters. The scenes I remember the most in the film involve Phil's attempt to save the life of a homeless man, who, no matter what Phil does, always dies every time he relives the day. He feeds him, takes him to the hospital, and tries other methods to turn the elderly man's health around, but the inevitability of death cannot be averted. It serves as a humbling lesson to a man who has always felt he is in control.

Matt: Who knew one of the most smallest box-office sales comedies would become such a major cultural hit!? When Harold Ramis' film hit theaters in 1993, it didn't perform too well at the box office; however, it came to gather a loyal following of fans and good reviews upon its home video release. The film takes a look into one day in the life of an arrogant, selfish TV news weatherman, Phil Connors (Murray), and his trip to the town of Punxsutawney, Pennsylvania, for February 2 -- Groundhog Day! What starts off as a simple assignment of covering the local celebration soon turns into an inescapable day for Connors as he lives the same day over and over again. The film had a simple premise but its spin on the It's a Wonderful Life plot device, mixed with the philosophical aspects of death, immortality, regret and consequences, made it a standout comedy film. Plus, the fact that many stories have taken the "repeat the day" plot device and reused it over and over (more recently with the movie adaptation of All You Need is Kill called Edge of Tomorrow) proves that the concept has proven its worth. But what ultimately makes this film so great is the performance by Bill Murray, who is a wonderful actor -- not just for comedy, but all around. He can take moments in film that call for subtle serious drama and inflection and make them shine. The film will also go down as one of the great legacies of comedic actor/director Harold Ramis. As Jay pointed out in his description, the lessons learned by Connors about life and death make this film more than just some screwball comedy -- it's a story about appreciating life and making the most of the moments we have.

12. Rushmore (1998)

Directed by Wes Anderson

Starring Jason Schwartzman, Bill Murray, Olivia Williams, Seymour Cassel, Brian Cox, Connie Nielsen, and Luke Wilson

Jay: If you know me, or have been reading me for any length of time, you would know that Wes Anderson is one of my favorite working directors. No other filmmaker today blends such a stylistic flourish combined with smart nuanced storytelling. His second movie, Rushmore, is my personal favorite and the first that really solidified Anderson's running themes that would dominate most of pictures. The search for community or family is one of these and Rushmore illustrates that with perfect clarity. Max Fischer (Jason Schwartzman) is one of cinema's great characters. A motherless boy, who hides his barber father (Seymour Cassel) from his friends and classmates, Max has made his life at Rushmore Academy the center of all his priorities. He leads or is a member of dozens of clubs and yet he is failing many of his classes. When he falls for one of the teachers at the school, Ms. Cross (Olivia Williams), a widow who takes a liking to Max, he makes it his life's purpose to make her love him as well, even if as it gets him expelled. Rushmore exploded with a style and pulse that was unique and dynamic. It combined many elements of the French New Wave cinema of the 1960's that Anderson is known to cite as major influences on his work. The soundtrack is phenomenal, using classic British rock tunes to great effect. Also, there is Bill Murray's supporting performance as Herman Blume, a lonely and depressed millionaire who Max befriends. Their battle for the heart of Ms. Cross is just one of the hilarious moments in a masterpiece of modern comedy.

Matt: Even though writer/director Wes Anderson had an underrated hit on his hands (with Bottle Rocket) before this film's release, Rushmore is the film that put him on the map! Re-teaming up with his Bottle Rocket co-writer actor Owen Wilson, Anderson focuses his story on Max Fischer (Schwartzman), an overachieving underachiever, who is the member of every extracurricular club at his academy, but is one of the worst students there. Anderson would cement his cinematography style with this film, making each scene play out like a piece of art, and the comedic timing of Schwartzman -- with a major assist from Murray -- makes this films easily one of the best comedies of the decade! It is when Max and his once-friend Herman Blume (Murray) both fall in love with the same woman, Rosemary Cross (Williams), that the comedy really starts to come out. The ways in which they "wage war" on each other is both hilarious and seriously messed up! Also, the addition of classic British rock songs -- a symbol of rebellion in the decades in which they were written and performed -- to the soundtrack cannot escape the allusion to Max's own rebellion of the system (Rushmore Academy) which he both loves and questions. Some people may not understand Anderson's humor, but you'll be missing out if you skip this film.

11. Leon: The Professional (1994)

Directed by Luc Besson

Starring Jean Reno, Gary Oldman, Natalie Portman, and Danny Aiello

Jay: A very different kind of love story, Leon (as it was originally called in France, but American distributors thought it needed a more catchy title), is a simple yet effective story of a lonely hitman (Jean Reno) who takes in an orphaned young girl named Matilda (Natalie Portman in her first role), when her family is gunned down by corrupt D.E.A. agents. Having lived a life of mostly solitude, free of connections, Leon is at first reluctant to welcome the precocious Matilda into his home. But he soon learns to care for her and despite his initial misgivings begins to train her how to kill. Her aim is to get revenge against the bad cops and their leader Norman Stansfield (Gary Oldman in his most villainous role). Luc Besson (La Femme Nikita, The Fifth Element) made this his first attempt at an English-language film and he nailed it on many levels. Leon effectively plays upon our emotions as it deviates from the typical action movie and becomes a movie about the need for love and "roots" in our lives. It was a surprisingly sweet tale that was also punctuated by scenes of gripping violence. The ending still never fails to move me. On a side note, I encourage everyone to see the uncut European version of Leon. It has an additional twenty minutes of footage that expands on the relationship between Leon and Matilda and also on the young girl's training. Again, the studio stepped in and felt the scenes would not be well-accepted by American audiences, but after seeing it, I do not see the reasons why and feel they add a lot to the movie.

Matt: This film just barely missed the Top 10 of the list, and it was really tough because I love this movie so much! French filmmaker Luc Besson -- who should be applauded for a strong female action hero in his Nikita character (coming along before Joss Whedon's Buffy the Vampire Slayer) in La Femme Nikita -- steps out of his French language films to deliver one of the best revenge action films out there! Introducing the world to actress Natalie Portman who plays Matilda, a girl looking for revenge against the corrupt D.E.A. agents who murdered her family. She finds shelter with a professional hitman, Leon (Reno), who takes care of her, reluctantly trains her in assassination techniques and inadvertently agrees to exact vengeance on the cops. The leader of the corrupt unit is Norman Stansfield (played with vicious delight by Gary Oldman) -- one of the greatest cinematic villains ever! There is plenty of action but what makes this film so memorable is the humanity and love with which Matilda introduces to Leon. It is an element which gives this action movie heart and leaves an indelible mark on 1990s cinema. Plus, I couldn't agree more with Jay, make sure you watch the "European cut" of the film, as it has more exposition involving Matilda's and Leon's relationship, adding to the emotional weight of the story.

Matt and Jay's "Ultimate List" - "The Best Films of the 90's" - Part III

Continuing on, Matt and Jay get close and closer to consensus on the great movies of the 1990's. Here are numbers 50 - 41, and numbers 40 - 31. Here we have numbers 30 through 21 . . . . .

30. Gattaca (1997)

Directed by Andrew Niccol

Starring Ethan Hawke, Uma Thurman, Jude Law, Loren Dean, and Alan Arkin

Jay: Socio-economic discrimination and genetic bias are at the core of Andrew Niccol's excellent sci-fi drama about a future where parents pre-select their children's DNA make-up in order to make them more perfect. Ethan Hawke stars as a young man named Vincent, born the old-fashioned, natural way, who dreams of becoming an astronaut. But, due to defects in his biology, he will never be accepted into the training program. He is able, though, through black market connections, to connect with a man named Jerome Morrow (Jude Law) who is been paralyzed following a car accident. Jerome has the perfect DNA, so Vincent assumes his identity to forge his way into the space program. Smart and in many ways prescient, Gattaca was a sci-fi film that ignored the stereotypical action and excitement of most of the genre and chose instead to tell a compelling story about the pitfalls of the human race's pursuit of perfection and celebration of the flaws that don't define what we are capable of.

Matt: This sci-fi drama from the writer of The Truman Show revolves around themes of class warfare, as the film's protagonist Vincent Freeman (Hawke) is born with the wrong "genetic makeup," making him -- under government law -- only suitable for menial jobs and unqualified for a journey to space. However, with the assistance of a man (Law) who does have the correct "genetic makeup" -- paraplegic due to a car accident -- Freeman is able to fool the authorities so that he may make the trip. When Freeman's program director is murdered, the investigation threatens to expose his secret. This film is one of the very few morally-important sci-fi films of the 1990s, and it exposes the viewer to concepts such as a society ruled by a particular class -- mirroring the race equality struggle of the 1960s, as well as the wealth oligarchy currently in U.S. government. But the best message of the entire film is that no one should be discounted because of something they cannot control. It's a message that, sadly, society has still not fully embraced. And that is what makes this not just an effective sci-fi movie, but also an effective story. Gattaca perfectly visually conveys the best themes of a truly powerful, effective science fiction story.

29. The Crow (1994)

Directed by Alex Proyas

Starring Brandon Lee, Michael Wincott, Rochelle Davis and Ernie Hudson

Jay: Matt and I both picked this one for our "Best Revenge Films" list. I have a lot of fond memories of this movie, mostly due to how awesome we both thought it was when we first saw it in high school. Also, Matt did an awesome rendering of the title character once and gave it to me, so there's sentiment there. For this list though I tried to divorce myself from that bias and look at the movie objectively and I don't think it belongs on this list. Sorry, Matt! It was pretty high on his list so that's why it is placed here. I think it is a great revenge/comic/action flick with a dark, industrial style with a charismatic leading man. It really falls apart at the end, though, and gets a bit hokey. But Proyas proved he was a good filmmaker with this one, and, despite my reservations, it does make me think fondly of good friends and good times.

Matt: I know Jay does not consider this film worthy of the Top 50, but I have to disagree. The Crow -- based on James O'Barr's 1989 comic series -- is a monumental film in '90s cinema merely for the fact that the "comic book film" was pretty pitiful during this decade. Batman Returns was released in 1992, and was considered OK at the time (even though it has ranked considerably well as of late), and there were those other Batman films too horrid to mention. Otherwise, though, there wasn't really anything noteworthy. Except The Crow. Director Alex Proyas and the visual effects and production design teams helped to shape the look and style for most of the darker comic book movie adaptations seen today; plus, O'Barr's character helped to perfectly capture the new age of "dark comics" that came about in the '90s, as well as capture the angst-ridden, moody feel of the young generation. The story is one of the best revenge films, and the soundtrack was the first featured as a part of the TV spot trailer commercial for a film. This character, writing and design of the film helped pave the way for future comic book films.

28. Heat (1995)

Directed by Michael Mann

Starring Al Pacino, Robert De Niro, Val Kilmer, Tom Sizemore and Jon Voight

Jay: One of the most accomplished crime dramas of all time, Michael Mann's masterpiece, Heat, is a brilliantly composed film. Released with minimal fanfare in 1995, its biggest selling point was that it paired acting powerhouses Al Pacino and Robert De Niro for the first time. It wasn't until afterwards that film enthusiasts began to sing its praises. A rich character study, Heat, switches back and forth between the gang of professional thieves, led by De Niro's Neil McCauley, and the LAPD task force put together to capture them, led by Pacino's Lt. Vincent Hanna. This is effective in making the viewer identify with the motives and morals of both the criminals and the cops. The lines between good guys and bad guys are muddled as sympathy is built for people on both sides of the law. Everything collides in one of the most expertly staged action sequences ever put on film: a climactic bank heist in broad daylight that spills over to a firefight on the streets of L.A. Mann's movie has gone onto become pretty inspiring to later filmmakers like Christopher Nolan who told interviewers that Heat was a primary inspiration for his superhero epic, The Dark Knight. I had it ranked much higher on my list, but since Matt did not select it at all, it lands here in the middle.

Matt: Miami Vice executive producer Michael Mann was responsible for one of the biggest acting titans team-up when he brought together Pacino and De Niro; sure, they technically were both in The Godfather: Part II, but they never actually shared any screen time together in that film. And while some were a little disappointed in the toned-down-yet-realistic action of the film, others marveled at a crime story with some memorable moments; the civil confrontation between career criminal Neil McCauley (De Niro) and LAPD Lt. Vincent Hanna (Pacino) is wonderfully acted and written! And while the action is not plentiful, when it does hit, it's explosive. The film is based on the true-life pursuit by Detective Chuck Adamson of serial criminal Neil McCauley in the 1960s and is basically a remake of a former Mann-directed 1989 made-for-TV-movie L.A. Takedown. Director Christopher Nolan admitted that the opening sequence to 2008's The Dark Knight was inspired by the action sequences of Heat; and the film's number of admirers have only grown over the years. I do like this film, but would not have maybe placed it as high as it got on this list. Nevertheless, one of the best of decade.

27. Philadelphia (1993)

Directed by Jonathan Demme

Starring Tom Hanks, Denzel Washington, Antonio Banderas and Jason Robards

Jay: I agree that Philadelphia is an important film for its time. Homosexuality and the topic of AIDS had not been tackled in such a forthright manner. The biggest revelation was Tom Hanks' metamorphosis from comedic "everyman" to dramatic Oscar winner. This role would catapult him into being one of Hollywood's biggest leading men and other Oscar wins and nominations. I think he is brilliant in the movie, but it is not my favorite of his performances. I loved his comedic work, and there are times I yearn for a Tom Hanks of the 80's. His role in Big (1988) remains one of my favorites of his as well as his work in both Saving Private Ryan (1998) and Road to Perdition (2002). Denzel Washington is also very good in Philadephia. He has the tough job of portraying lawyer, Joe Miller, as a flawed human, capable of prejudice, who must reconcile his feelings about homosexuals with doing what's right by the law. While this movie did not make my list, I understand why Matt chose it and I recognize why it should be considered.

Matt: Sadly, there were not many -- if any -- mainstream, big box-office films featuring a homosexual protagonist before this film was released in 1993. Especially a homosexual that was actually portrayed in an honest, non-caricature-like light. Fortunately, the same year this film came out, HBO released its docudrama movie And the Band Played On, based on the 1987 non-fiction book And the Band Played On: Politics, People, and the AIDS Epidemic by Randy Shilts. The writing and acting in this film are stellar, mesmerizing! This was the film that started Tom Hanks' back-to-back Best Actor Oscar wins (the next would be for Forrest Gump), and it is definitely well-deserved; the scene in which Hanks' Andrew Beckett narrates the aria "La mamma morta" from the opera Andrea Chenier, to his lawyer Joe Miller (Washington) is one of the most powerful acting scenes I've ever seen. What's more sad is that one would think views on equality for gays and lesbians has excelled greatly since this film was released 21 years ago, but, unfortunately, they haven't. Don't get me wrong, there have been a few advances in LGBT equality, but cases such as the one featured in this film still happen today. But this film is more than just a courtroom drama. It's about tolerance and the beauty of humanity within everyone.

26. Magnolia (1999)

Directed by Paul Thomas Anderson

Starring Tom Cruise, Jason Robards, Julianne Moore, Philip Seymour Hoffman, William H. Macy, John C. Reilly, Philip Baker Hall and Melora Walters

Jay: Channeling the great ensemble films of Robert Altman, like Nashville (1975) and Short Cuts (1993), Paul Thomas Anderson delivered, what I believe, to be his best film, Magnolia. With no main plot line to speak of, the movie takes us through one day and night in the lives of a group of interconnected people, living their mostly unhappy lives in L.A. County. The cast is a director's dream to be sure, but the real star who is often overlooked is songwriter and musician, Aimee Mann whose music is the soundtrack for the entire picture. Not since Simon and Garfunkel's work on The Graduate has an artist's songs been so entwined with what is happening on the screen. Anderson's decision to make her a major element of the finished work is probably the most critical he made. The other great decision was to cast Tom Cruise in a role that, for the most part, is entirely unlikeable until faced with his estranged father's (Jason Robards) death. For me, it is still Cruise's best role. Magnolia is an audacious film that moves along your favorite song on the radio. It's filled with tales of regret, missed opportunities, and desperation all set to a brilliant soundtrack.

Matt: Anderson's second film on this list is his epic story of interconnectedness. I like to think of it as Anderson's "Robert Altman film" -- only, without the type of humorous wit which imbues most of Altman's actual films. The performances are all great (Tom Cruise's best, by far!), and even though I have not been the biggest fan of Anderson's films, I have to give credit where credit is due: the writing is captivating! Although, this is one of those films I feel you have to watch more than once to truly absorb it all and truly like it. There's so much going on with the characters that it would behoove the viewer to watch again in order to get why it's on this list. Either way, it was one of the best of the '90s.

25. Edward Scissorhands (1990)

Directed by Tim Burton

Starring Johnny Depp, Winona Ryder, Dianne Wiest, Anthony Michael Hall, Alan Arkin and Kathy Baker

Jay: Along with Ed Wood, this is my favorite Tim Burton movie. His best films tend to be his most whimsical and Edward Scissorhands has tons of that. Kind of a modern-day Frankenstein, Johnny Depp left the bad-boy image he'd cultivated with 21 Jump Street behind for the first of which would be a career filled with unique and eccentric characters. Edward is one of cinema's great paradoxes. A man, who just by looking at him should instil fear and revulsion, instead has a gentle nature and a yearning for love. He is adopted by a sweet and caring Avon lady (Dianne Wiest, who if you read our Mothers Day column, you'd know she is one of film's best moms) who welcomes him into her family with a naïve warmth. But it is the people of the neighborhood who turn out to be the villains of this modern-day fairy-tale, when Edward's strangeness and difficulty in assimilating into society cause them to turn on him. A moving love story and fable about looking past the outside of a person to see the true heart inside, Edward Scissorhands is Burton at his best.

Matt: Between his work on Batman and his work on Batman Returns, director Tim Burton brought his fairy-tale creation to life on screen with the help of Johnny Depp -- thus cementing a future cinematic partnership. Sure, the character of Scissorhands looks dark, emo, and goth, but he is neither of these ... but rather just a visual representation of the new era of cinema in which he was "born." In the story, Edward is a creation of a scientist who dies before he can give his creation human hands, and so Edward is left to take care of himself, with scissors as hands ... until he is found by a determined Avon saleswoman (Wiest), who takes Edward home to her family. What ensues is a humorous-yet-poignant view on an outsider's experience of trying to fit somewhere he doesn't belong. While this movie is often dismissed for its seemingly simply storyline and goofy physical comedy, Scissorhands has some pretty serious themes throughout. It all culminates in the heartbreaking conclusion, which involves the lesson of "you can't change who you truly are" and "sometimes you won't fit in, but that's OK, because, somewhere out there, there is someone -- or some people -- who believe in you."

24. Goodfellas (1990)

Directed by Martin Scorsese

Starring Ray Liotta, Robert De Niro, Joe Pesci, Lorraine Bracco and Paul Sorvino

Jay: The gangster movie has a long tradition in cinema. Many consider 1972's The Godfather to be the pinnacle of that genre. I cannot really argue with that assertion, but I do believe that Coppola's epic feels more Shakespearean and grandiose than realistic. It is family drama of the highest order - a king, his sons and the tragedies that befall them - think King Lear. If you want to see what it was really like to be a gangster, you watch Martin's Scorsese's Goodfellas. Based on the book Wiseguy by Nicholas Pileggi, it tells the true story of Henry Hill (Ray Liotta) and his life as a career thief for the mob. We see Hill seduced by the allure of a life in crime as a teenager. He befriends Jimmy Conway (Robert De Niro) and Tommy DeVito (Joe Pesci in an Oscar winning role) and together they rob, cheat and steel their way into a life of excess that is devoid of moral obligation. Like last year's The Wolf of Wall Street, Goodfellas gives us a protagonist that is difficult to identify with. Even when Henry turns over a new leaf, it is only because he has been caught by the Feds and his former friends want to whack him before he can rat them out. Even at the end of the film, he laments this new life he has been forced to live and is nostalgic for the old days. I like that Scorsese gives a story that has no sentimentality. To me, life is often this way and the men who choose to live this life usually have no ability -- or desire -- to change. Critics of this movie and Wolf get hung up on that fact. Unfortunately, sometimes the bad guys win and get away with awful things and, to me, that feels real and vital to understand. Matt will most likely say he doesn't like Goodfellas because Henry Hill is a bad man whose character arc refrains from redeeming him in any way. He cannot root for a guy like this. That is fine, but, for me, I do not need to root for anyone in a picture in order to recognize what a movie is trying to say or to love it for how it is made. Matt thinks Casino is a better movie, and I won't argue with him on his choice. I do disagree with it because I feel that later film suffers from a script that drags in a couple of places where Goodfellas feels tight and razor-sharp. I did place this movie in my top ten, but because Matt did not pick it at all, it falls to this spot.

Matt: For many, this is the quintessential gangster -- and some may say, Scorsese -- movie! Now, I know I'm not in the "mainstream" when I admit to this. But ... I liked Scorsese's 1995 film Casino much better than this one. Jay could easily tell why I like that film better than this one, but I'll briefly explain. Basically, the protagonist -- based on real-life mobster-turned-FBI-informant Henry Hill -- is a scumbag. Sure, you can be on the edge of your seat when he has close calls with the law, but, when it all comes down to it, he asked for it. He admits at the beginning of the film: "For as long as I can remember, I always wanted to be a gangster." The film has lots of great lines and dialogue (i.e., the "you think I'm funny?" scene, the inner explanations of the mob narrated by Liotta's Hill, etc.), and no one can undermine Scorcese's directing; that long Steadicam shot throughout the nightclub kitchen and masterfully set to The Crystals' "Then He Kissed Me" is legendary! However, the decline which inevitably comes to Hill and his friends is neither surprising or noteworthy ... except the way in which it is filmed: set to Derek & The Dominos' "Layla." Every time I watch this film, it's like I'm watching a legendary director trying his best to make his version of The Godfather ... only to fail. The greatness in Coppola's epic film is that it's about the downfall of a once-good man with good intentions. This film, on the other hand, is merely about the downfall of a man who is not good nor coerced nor innocently tempted into the mob. He chose the life from a very early age. Nevertheless, this aspect does not overall diminish Scorcese's film; I'm merely explaining why I don't care for it so much. I think it definitely deserves a place on this list as Goodfellas was a paramount film to begin the decade.

23. American Beauty (1999)

Directed by Sam Mendes

Starring Kevin Spacey, Annette Bening, Thora Birch, Wes Bently, Chris Cooper and Mena Suvari

Jay: Working from a fantastic script from Alan Ball (creator of HBO's Six Feet Under and True Blood) Sam Mendes broke through with this Oscar winner for Best Picture in 1999. It was a huge year for movies and I guess it fell out of my esteem because there are multiple movies that came out that year which I thought were better. Kevin Spacey's performance is great, though. Without him the film would have fallen flat on its face. Annette Bening is a picture-perfect representation of an upper middle-class white woman who is obsessed with materialism and her own desperate need for attention. American Beauty is a very good movie that, for me, has kind of aged poorly a bit over the years, but I'm not unhappy Matt chose it for this list.

Matt: Upon first viewing, I thought this film was a bit pretentious. But then, a funny thing happened. I had a daughter and re-watched the film again ... from the perspective of a father. And that opened up a whole new way of viewing this film. Kevin Spacey's role as Lester Burnham is a sad role -- he's a man in a loveless marriage; a dead-end, demeaning job; and not respected by many ... especially by his daughter. He's a loser who jerks off in the shower and sexually fantasizes of his daughter's best friend. But that all changes when Lester loses his job and decides he's done with being a victim. From this point on, all of those around Lester are changed in drastic ways which make the viewer feel like they are watching a book adaptation (it could almost be an Ernest Hemingway story) rather than an original film (written by Alan Ball). The film deals with conformity, what is true beauty, imprisonment, institutionalization, redemption, sexuality, repression, and family life. But the best part of the film is Lester's narration at the end -- when he tells the viewer how beautiful life is. The film has an unshakable, lasting effect on the viewer, and it helped close out a great decade of cinema, which changed from the materialistic, "me generation" of the 1980s to the alternative, moody, more cerebral feel of the 1990s.

22. Fargo (1996)

Directed by The Coen Brothers

Starring Frances McDormand, William H. Macy, Steve Buscemi and Peter Stormare

Jay: Fargo is one of the very best films of the 1990's and deserves to be on a best films of all-time list. I placed it very high on my individual list, but again Matt does not believe it is very good, so it falls to 22 on our combined list. The Coen Brothers had already made several great movies before Fargo. Blood Simple, Raising Arizona and Miller's Crossing are all brilliant, but Fargo was the one where they broke through to become critical darlings and the guys any actor or actress would kill to work with. This "Homespun Murder Story" is perfectly executed on so many levels, I don't even know where to begin. The script, like most of the Coens' work, is filled with some of the best dialogue you can find. Roger Deakins' cinematography dynamically captures the stark, white background of the Minnesota environs, giving the picture a blinding garishness that offsets the violence that dots the landscape. Like most of their movies, the Coens like to make the location of their films a character as much as anyone else. The quirks and peculiarities of these places are front and center but never used for cheap laughs. Carter Burwell's score is magnificent, giving the film an epic feel but also creating foreboding as well. The performances are all career achievements, especially Frances McDormand as pregnant police officer, Marge Gunderson (Oscar winner for Best Actress) and William H. Macy as inept criminal mastermind, Jerry Lundegaard (nominated for Best Supporting Actor for this role). What is simply a tale of a kidnapping gone wrong becomes something deeper and more effective in the Coen Brothers' hands. The violence is more shocking and cathartic in a place where one assumes these kind of things don't happen often. Like Marge says at the end of the movie, "There's more to life than money, you know. Don'tcha know that? And here ya are, and it's a beautiful day. Well, I just don't understand it."

Matt: This was Jay's pick and I can say that I don't agree with its numbered placement on this list ... or that it should even be on this list. Fargo is one of my least favorite Coen Brothers films. Despite McDormand's mastering of the "Minnesota accent," I didn't find the writing funny, but the performances were good. The story is an interesting murder tale but it simply didn't catch my interest.

21. The Thin Red Line (1998)

Directed by Terrence Malick

Starring Jim Caviezel, Sean Penn, Nick Nolte, Elias Koteas, Ben Chaplin, John Cusack and Adrien Brody

Jay: Terrence Malick's The Thin Red Line is one of the very best war films ever made and was my number two pick on my individual 90's list. Yes, I think it is that good and I'll explain why. No other movie about combat captures so eloquently the psychological effects of battle. The Pacific Theater of World War II was one of the most bloody campaigns that the United States ever engaged in. Malick's film takes place during the Battle of Guadacanal. It follows several marines during the battle, most notably Private Witt (Jim Caviezel) who begins the picture on AWOL, having escaped from his regiment and joined with a tribal village. Witt is an inherently spiritual man whose voiceovers give us insight into his thoughts on war and its relationship to nature. Opposite him is 1st Sergant Welsh (Sean Penn), a seemingly secular man whose arguments with Witt show his agnostic and practical personality. There are many other notable characters, many whose thoughts we hear throughout the conflict. Their words serve as a poem about warfare that meshes flawlessly with John Toll's astounding images of the island around the soldiers. Hans Zimmer creates one of my very favorite scores of all time that can still be heard on television and other movie trailers quite a lot. The real star, though, is Malick of course who returned to filmmaking after teaching philosophy in France for nearly 20 years . His 1978 masterpiece, Days of Heaven may still be my favorite of his work (Matt is right, though, Badlands is not to be missed either), but The Thin Red Line is a towering achievement for one of cinema's true artists.

Matt: This is a perfect example of a film that has to be revisited years after first watching it in order to like it. When I first viewed this film when it was released in theaters, it was too "all over the place" for me in terms of story and trying to understand what is going on. The film's protagonist Private Witt (Jim Caviezel) is stationed over in the Pacific Theater during WWII, and the film follows him as he encounters many C.O.s of Company C, some which are effective and some not-so-much. The film captures the dark psychological effects men faced during the war when facing the Japanese -- a formidable enemy that was our country's first encounter with an enemy who did not fear death. Like most Malick films, this one is beautifully shot, and the actors are all great at their portrayals. Malick comes from the famous rebel "New Filmmakers" of the 1970s (which includes Steven Spielberg, Francis Ford Coppola, George Lucas, John Milius, Brian De Palma and Martin Scorsese), and my favorite film of his is the 1973 film Badlands. What is first viewed as a mess of a plot eventually comes to be viewed as a somewhat poetic "war is hell" storyline. Unpredictable and unnerving, The Thin Red Line may not be for everyone, but it captures the unfinished and confusion of war -- an event which does not always end the way one would expect or, for some, internally does not end at all.