2. Casablanca (1942) - Warner Bros.
Director: Michael Curtiz
Stars: Humphrey Bogart; Ingrid Bergman; Claude Rains; Paul Henreid; Dooley Wilson

Romantic drama of wartime sacrifice set in Nazi-occupied French Morocco. Bogart, as jaded and cynical American idealist saloonkeeper/nightclub owner Rick Blaine, sacrifices the love of a lifetime to join the world's fight against the Nazis. When the picture debuted, it marked the beginning of a beautiful friendship with generations of moviegoers. With a crackling script and the classic song, "As Time Goes By." Academy Award for Best Picture. "Here's looking at you, kid."

3. The Godfather (1972) - Paramount
Director: Francis Ford Coppola
Stars: Marlon Brando; Al Pacino; James Caan; Robert Duvall, Diane Keaton

Tragic, romantic saga of Mob boss Don Corleone and the rise of his successor, son Michael (Pacino). Adapted from Mario Puzo's novel, the film reimagined the genre of the Mob drama. It was marked by taut suspense, rich period detail, and memorable dialogue ("I'll make him an offer he can't refuse"). Brando is Don Vito Corleone, the sympathetic Godfather of a New York crime family, whose business it is to make offers people can't refuse. Visually beautiful images of times and locales contrast with the film's graphic violence. It won Academy Awards for Best Picture and Best Actor, among others.

4. Gone With The Wind (1939) - MGM
Director: Victor Fleming
Stars: Clark Gable; Vivien Leigh; Olivia de Havilland; Leslie Howard; Hattie McDaniel

Based on Margaret Mitchell's best-selling "Immortal tale of the old South" - the inimitable epic of Civil War destruction and the ill-fated romance between Scarlett O'Hara (Leigh) and Rhett Butler (Gable). Endures as a compelling story and an example of studio era greatness. The burning of Atlanta was a high water mark for screen excitement. As poet Ogden Nash put it, "The Civil War was quite a fight and not a mere diversion; I never knew how tough it was before Dave Selznick's version." It won eight Academy Awards, including Best Picture, Director, Actress, and Supporting Actress.

5. Lawrence of Arabia (1962) - Columbia
Director: David Lean
Stars: Peter O'Toole; Alec Guinness; Anthony Quinn; Omar Sharif; Jose Ferrer

Majestic adventure and character drama - the epic story of T. E. Lawrence, an enigmatic British officer/mapmaker who transformed himself into the leader of a WWI Arab revolt against Turkey during World War I. The film became renowned for Lean's direction and Freddie Young's cinematography. Based on T. E. Lawrence's memoir Seven Pillars of Wisdom. Winner of many Academy Awards including Best Picture and Best Director.

6. The Wizard of Oz (1939) - MGM
Director: Victor Fleming
Stars: Judy Garland; Ray Bolger; Margaret Hamilton; Bert Lahr; Jack Haley; Frank Morgan

Magical adaptation of L. Frank Baum's children's fantasy of an enchanted land made Garland a major star. Garland's Dorothy Gale is transported from her black-and-white Kansas home to the colorful land of Oz via tornado. From here she journeys down the Yellow Brick Road and is helped by a Scarecrow, a Tin Man, and a Cowardly Lion on their way to see the Wizard. The Harold Arlen/E. Yip Harburg score is highlighted by "Somewhere Over the Rainbow" - a song that became a popular standard. Inventive use of color and special effects are still impressive today. A children's movie for all ages.

7. The Graduate (1967) - Embassy
Director: Mike Nichols
Stars: Dustin Hoffman; Anne Bancroft; Katharine Ross

Black comedy of aimless, recent college graduate Benjamin (Hoffman) that defined a generation and established Hoffman as a star. Hoffman spends his summer trying to find out what to do next in this biting comedy. Bancroft's Mrs. Robinson has some ideas, and they're not about plastics. Hoffman's reactions to her advances and his attempts to be suave are among the film's funniest moments, and her seduction of Benjamin is withering and hilarious. The evocative Simon and Garfunkel score, that includes "Mrs. Robinson," is as much a character in the movie as Bancroft's amorous Mrs. Robinson or Ross' lovely Elaine. Nichols won an Academy Award for Best Director.

8. On The Waterfront (1954) - Columbia
Director: Elia Kazan
Stars: Marlon Brando; Karl Malden; Lee J. Cobb; Eva Marie Saint, Rod Steiger

Gritty drama of union corruption memorable for Brando's sensitive performance as a misfit dockworker-longshoreman, epitomized in the backseat scene in which he cries, "I could've been a contender." He rebels against his brother and corruption on New York City's docks in this powerful story that mirrors the political climate of the early 1950s. Winner of Academy Awards for Best Picture, Actor, and Supporting Actress, among others.

9. Schindler's List (1993) - Amblin Entertainment/Universal
Director: Steven Spielberg
Stars: Liam Neeson; Ralph Fiennes; Ben Kingsley

Somber, inspiring adaptation of Thomas Kenneally's fact-based book about an opportunistic Catholic industrialist (Neeson) able to save several hundred Polish Jews from death camps during World War II by hiring them to work in his factory. Memorable performances all around, particularly by Fiennes, who plays a brutal Nazi officer. "The list is life." Winner of Academy Awards for Best Picture and Best Director, among others.

10. Singin' In The Rain (1952) - MGM
Director: Gene Kelly, Stanley Donen
Stars: Gene Kelly; Debbie Reynolds; Donald O'Connor, Jean Hagen

Kelly makes a splash as Don Lockwood, a Hollywood leading man who reflects on the production of The Dueling Cavalier - a film that becomes The Dancing Cavalier when the studio takes advantage of a new invention called sound. Reynolds and O'Connor are his energetic, supportive sidekicks, helping to devise a clever way to cover the grating voice of his co-star Lina Lamont, played by Hagen. Furious when she learns of their plan, Lina asserts herself by screaming, "Why, I make more money than, than Calvin Coolidge! Put together!" Delightful musical send-up of the transition-conversion from silent to sound films, with many memorable and delightful song and dance musical numbers, including "Make 'Em Laugh," "Broadway Rhythm," and the incomparable title song. This musical set in Hollywood has Kelly singing, dancing and splashing in puddles.

11. It's A Wonderful Life (1946) - RKO
Director: Frank Capra
Stars: James Stewart; Donna Reed; Lionel Barrymore, Thomas Mitchell, Henry Travers

Moving fable of disillusioned family man (Stewart) who is visited by a guardian angel (Travers) and shown what the world would be like if he had never been born. This notable Christmas classic features a complex, engrossing, Everyman performance by Stewart as George Bailey, a suicidal man redeemed by friendship and the recognition that each person's life touches many others. Remember every time a bell rings, an angel gets his wings. Favorite film of both Capra and Stewart.

12. Sunset Boulevard (1950) - Paramount
Director: Billy Wilder
Stars: Gloria Swanson; William Holden; Erich von Stroheim, Cecil B. DeMille

The caustic, tragic noir about a screenwriter (Holden) and the deluded silent star (Swanson) who ensnares him. Swanson is ready for her close-up in this pungent slice of Hollywood life depicting a reclusive, former silent screen actress who kills her screenwriting, gigolo boyfriend. The film won three Academy Awards, including Best Screenplay. Memorable line: "I am big. It's the pictures that got small."

13. The Bridge On The River Kwai (1957) - Columbia
Director: David Lean
Stars: William Holden; Alec Guinness, Jack Hawkins, Sessue Hayakawa

Dark World War II drama about stiff-backed, rigid British POW colonel (Guinness), his equally unyielding Japanese captor (Hayakawa), and the bridge that embodies the absurdities of war. Guinness refuses to bow to torture in a Japanese prison camp during World War II, and Holden is an American who escapes from the camp, then must return to sabotage a bridge constructed to perfection by inspired POWs under Guinness' command. Winner of Academy Awards for Best Picture, Best Director, Best Actor, among others. Memorable use of World War II song and the "Colonel Bogey March."

14. Some Like It Hot (1959) - Ashton/Mirisch
Director: Billy Wilder
Stars: Jack Lemmon; Tony Curtis; Marilyn Monroe, Joe E. Brown, George Raft

Hilarious comedy about 1920s musicians (Lemmon and Curtis) who witness the 1928 St. Valentine's Day Massacre in Chicago, then join all-female band and evade killers. Wilder's comic take provided sex symbol Monroe with two of her most unusual rivals, Curtis and Lemmon in drag. Memorable throughout, especially for the last line, "Well, nobody's perfect." Adapted screenplay by Wilder and I.A.L. Diamond, for which they won Academy Awards.

15. Star Wars (1977) - 20th Century Fox
Director: George Lucas
Stars: Mark Hamill; Harrison Ford; Carrie Fisher; Alec Guinness

Spectacular space adventure combined a simple story of good vs. evil with stunning visual effects and endearing robotic characters to revolutionize the science fiction and action genres and make a star of Harrison Ford. A landmark science fiction fantasy about a young man, Luke Skywalker (Hamill), who finds his calling as a Jedi warrior and with the help of "droids" and an outlaw named Han Solo (Ford), then embarks on a mission to rescue a princess (Fisher) and save the galaxy from the Dark Side. "May the force be with you." Two sequels and prequels followed.

16. All About Eve (1950) - 20th Century Fox
Director: Joseph L. Mankiewicz
Stars: Bette Davis; Anne Baxter; George Sanders; Celeste Holm; Thelma Ritter

Classic story of backstage betrayal, with Davis as the aging star Margo Channing and Baxter as the young schemer Eve Harrington. Fasten your seat belts for a bumpy ride in this story of an aging actress who is undone by a young, ambitious fan. Sophisticated performances by Davis, Sanders and Baxter shine in this scathing look at the world of the theater. Academy Award winner for Best Picture, it is memorable for Sanders' role as the cynical critic and Marilyn Monroe as his scene-stealing consort.

17. The African Queen (1951) - United Artists
Director: John Huston
Stars: Humphrey Bogart; Katharine Hepburn; Robert Morley

Unlikely love story and rousing romantic adventure yarn set in Africa, between drunken boatman and prim spinster (Bogart and Hepburn) who battle each other and then join forces on an uncharted river at the outbreak of World War I. Quintessential Bogart performance won an Academy Award for Best Actor. The James Agee/John Huston screenplay is based on the C.S. Forester novel.

18. Psycho (1960) - Paramount
Director: Alfred Hitchcock
Stars: Anthony Perkins; Janet Leigh; Vera Miles; John Gavin

Shocking thriller of a woman (Leigh) on the lam with stolen money, and the twisted events at the Bates Motel under the management of Norman Bates (Perkins)...and his mother, where she makes the mistake of checking in. Controversial upon release for its shocking shower scene and sympathetic portrayal of the killer, it has since been influential to horror and thriller filmmakers. Hitchcock's horror film is also remembered for Bernard Herrmann's chilling score.

19. Chinatown (1974) - Paramount
Director: Roman Polanski
Stars: Jack Nicholson; Faye Dunaway; John Huston

Intricate mystery involving an enigmatic woman (Dunaway), her corrupt father (Huston), and 1930s LA private detective Jake (J.J.) Gittes (Nicholson), who is lured into the world of shady water rights and land deals and uncovers family secrets while investigating the death of mysterious Dunaway's husband. Seductive 1930s set design, and memorable last line: "Forget it, Jake. It's Chinatown." Won an Academy Award for Best Original Screenplay, among others.

20. One Flew Over The Cuckoo's Nest (1975) - United Artists
Director: Milos Forman
Stars: Jack Nicholson; Louise Fletcher; Brad Dourif

Earnest adaptation of Ken Kesey's novel about inspired mental asylum patient Randle McMurphy (Nicholson), a troublemaker committed to the institution who sparks new life in the downtrodden inmates, giving them purpose and self-worth. His war on the system is fought at every step by Fletcher's Nurse Ratched who has a relentless drive to squash him. Won five Academy Awards - for Best Picture, Actor, Actress, Director, and Screenplay, among others.

21. The Grapes of Wrath (1940) - 20th Century Fox
Director: John Ford
Stars: Henry Fonda; Jane Darwell; John Carradine, Charley Grapewin

This moving social drama, adapted from John Steinbeck's novel about displaced farmers during the Great Depression, follows the hopeful migration of workers from the Oklahoma dust bowl through their subsequent disillusionment upon reaching California - the "promised land." Notable for understated performances by Fonda and Jane Darwell, in a supporting role as Ma Joad, which earned her an Academy Award. Ford won an Academy Award for Best Director.

22. 2001: A Space Odyssey (1968) - MGM
Director: Stanley Kubrick
Stars: Keir Dullea; William Sylvester; Gary Lockwood, Douglas Rain (voice of HAL)

Kubrick's cooly-spectacular science fiction space drama/epic puts the history of mankind in context between ape and space voyager. The film created a stir for its special effects, the computer HAL, the search for alien existence in the galaxy, and the debate about the meaning of the film's final sequence. HAL 9000 the computer, with voice by Rain, is memorable.

23. The Maltese Falcon (1941) - Warner Bros.
Director: John Huston
Stars: Humphrey Bogart; Mary Astor; Peter Lorre, Sydney Greenstreet, Elisha Cook, Jr.

Bogart offers the definitive incarnation of Sam Spade in this tight adaptation of Dashiell Hammett's detective story. Huston's directorial debut found detective Bogart trying to solve his partner's murder intertwined with recovering the elusive statue of a black bird. His efforts are impeded by a mysterious, mendacious femme fatale (Astor), a corpulent Greenstreet and a cryptic Lorre.

24. Raging Bull (1980) - United Artists
Director: Martin Scorsese
Stars: Robert De Niro; Cathy Moriarty; Joe Pesci

Dark biographical drama of self-destructive boxer Jake LaMotta and his path to redemption. De Niro is LaMotta, the middleweight boxing champion whose opponents in the ring are no match for the demons he fights in his personal life. Once a peerless atavistic boxer, LaMotta takes a fall and never recovers, eventually becoming a broken, overweight man who masquerades as a stand-up comic. The film is often noted for Thelma Schoonmacher's achievement in editing, compelling fight scenes, and an Academy Award-winning performance by De Niro, who transformed himself physically for the title role.

25. E.T. - The Extra-Terrestrial (1982) - Universal
Director: Steven Spielberg
Stars: Dee Wallace; Henry Thomas; Drew Barrymore

Touching, exhilarating drama of young boy (Thomas) Eliot from a broken home, who discovers and encounters an extraterrestrial, other-worldly creature that has been stranded on earth light years from home and wants only to return home. Together they form a universal friendship, and Eliot helps E.T. "Phone home." John Williams's Academy Award-winning score is notable.