2. Akira (1989), d. Katsuhiro Otomo
With its sprawling, apocalyptic landscapes, harrowing violence, and disturbing images of man's melding with machine, this could have been any number of post-Blade Runner sci-fi epics. Except that this one is a cartoon. A landmark that spread the gospel of Japanese animé worldwide, Akira still stuns.

3. Animal Crackers (1930), d. Victor Heerman
"One morning I shot an elephant in my pajamas," says Groucho, at the mansion of wonderfully curvy straight woman Margaret Dumont. "How he got in my pajamas, I don't know." Encumbered by only a few of the song-and-dance numbers that hobbled the Marx Brothers' screen debut (The Cocoanuts), Animal Crackers fully unleashes their sophisticated brand of comic absurdity.

4. Badlands (1973), d. Terrence Malick
The alienation of youth finds a rigorously poetic movie voice. From the crystalline beauty of the prairie landscapes to Sissy Spacek's affectless narration to the off-hand way in which she and boyfriend Martin Sheen go on a murder spree, Badlands gives the rage and despair of the young an ethereal grace.

5. Bananas (1971), d. Woody Allen
Allen took a giant step beyond the parameters of his stand-up act with these riotous sketches about a hyperneurotic product tester who winds up as a Latin-American dictator. A polished mix of low- and highbrow satire. Bananas proved what a unique and ambitious comic talent Allen is.

6. Battleship Potemkin (1925), d. Sergei Eisenstein
A double-barreled Soviet classic: Once revolutionary propaganda (tsarist oppressors shoot brave peasants!), it remains a timeless blueprint for modern technique, such as Eisenstein's concept of "montage," which articulated the very process of editing images together.

7. Belle de Jour (1967), d. Luis Bunuel
The greatest artists never take themselves too seriously or have to show off. To wit, Bunuel's masterpiece of perverse erotica, about a repressed housewife cum prostitute (Catherine Deneuve, at the peak of her ice-cold appeal), weaves together dreams and reality with an effortlessness that makes the distinction between them seem positively bougeois.

8. The Birds (1963), d. Alfred Hitchcock
Hitchcock says he especially enjoyed focusing on the "ordinary, everyday birds" that terrorize a California town. And, yes, for all of the film's brilliant use of synthesized sound and subtext (the butch-femme interplay between Suzanne Pleshette and Tippi Hedren is a hoot), it's the banal nature of the predators that give the film its edge.

9. Blade Runner, d. Ridley Scott
What makes this existentialist sci-fi noir great is less a function of its plot than of the way it's shot: Scott and cinematographer Jordan Cronenweth give us rain-slicked streets that stir the libido, and a vision of the future that's so dead-on, the rock videos, commercials, and features in its wake look silly for trying to improve on it.

10. Blazing Saddles (1974), d. Mel Brooks
An equal-opportunity offender, Brooks pokes fun at Jews, blacks, hicks, gays, and, of course, Hollywood itself, in this western parody about a black sheriff (Cleavon Little) and his alcoholic sidekick (Gene Wilder). From inter-racial sex to campfire flatulence, Brooks's trailblazing genre send-up broke taboos as brazenly as it did the fourth wall.

11. Blow-Up (1966), d. Michelangelo Antonioni
Timothy Leary was giving acid tests, accepted truths were being questioned, and Antonioni posited this story, such as it is: A jaded photographer (David Hemmings) in swinging London believes he has filmed a murder and becomes intent on proving it. Then the evidence slips away, and he and the viewer are left with the eternal question: What is reality? Indeed.

12. Blue Velvet (1986), d. David Lynch
Look closely: Amid the chirping birds of picket-fence America you'll find...a severed ear! There's Isabella Rossellini, naked and covered with cigarette burns. And inhaling drugs through a gas mask, it's the fabulously demented Dennis Hopper. Lynch's best film is a big lipsticky kiss for anyone who watched Leave It To Beaver and wondered why it seemed bizarre.

13. Bob Le Flambeur (1955), d. Jean-Pierre Melville
One of the great, under-appreciated shaggy-dog stories of the century, in which the eponymous boulevardier, an aging gambler, engineers a daring casino robbery. Melville immediately makes the viewer feel at home in the film's seedy Paris location; by the end, you share his blithe affection for both crime and criminals.

14. Brazil (1985), d. Terry Gilliam
In the dreary, disorganized, and totally duct-up future, a young romantic (Jonathan Pryce) ignores his face-lift-happy mother and seeks out the woman of his dreams, aided by renegade handyman (Robert De Niro). Monty Python alum Gilliam stuffed this Orwellian nightmare full of eerily prescient satire (think HMOs, Dilbert, and Joan Rivers). No wonder the studio didn't get it.

15. Breathless (1959), d. Jean-Luc Godard
With this, a snotty Swiss cineaste showed audiences the world over exactly what vanguard means. The plot is hardly an earthshaker: A pretty Parisian thief (Jean-Paul Belmondo) pursues a deeply shallow American student (Jean Seberg). But the attitude and innovative style (long, improvised takes; jump cuts; undressed location shooting) of Breathless made everything before it look old.

16. Bride of Frankenstein (1935), d. James Whale
Whale turned up the juice (check out all those electrical arcs in the birth-of-the-bride scene) for the sequel to his Frankenstein, introducing wickedly witty new characters to concoct a mate for Boris Karloff's monster. Imbued with an emotional resonance and crackpot humor that the first film only hinted at, Bride is the true classic.

17. Cat People (1942), d. Jacques Tourneur
Movies show - they don't tell. But how glorious it is when they merely imply. Here Tourneur masters the impossible: the subtle horror movie. A Serbian woman (Simone Simon) fears she is transforming into a deadly cat. Is it all in her head? Tourneur turns the terrifying screws until they pop - and even then, mystery lingers in the shimmery air.

18. Un Chien Andalou (1928), d. Luis Bunuel and Salvador Dali
Art, shmart: How often it's forgotten that this is a comedy. A string of surrealist images (the opener, a woman's eyeball being slit with a razor wielded by Bunuel, can still make the heartiest soul queasy) that mock the church, romance, conventional story-telling, and just about everything else (in under a half hour), it is one mad dog indeed.

19. The Conformist (1971), d. Bernardo Bertolucci
Not since silent movies has decadence been so lavishly and alluringly embodied onscreen. In telling the story of how a sexually thwarted, upper-class young man joins Mussolini's Fascists, Bertolucci applied his own, resolutely Italian craftsmanship and poetic sensibility to the innovations of the French New Wave.

20. The Conversation (1974), d. Francis Ford Coppola
This disturbing metaphor for the Watergate era examines the notion of privacy from an unusual vantage point: that of a professional wiretapper (Gene Hackman) who insists on knowing nothing about his subjects and who guards his own privacy with an irrational zeal. Post Godfather (1972), Coppola used this much smaller canvas to explore some creepily intimate terrain.

21. Crimes and Misdemeanors (1989), d. Woody Allen
With this masterful inquisition into the nature of evil, Allen silenced the fans who wished he would return to outright comedy. Martin Landau plays an ophthalmologist who arranges to have his troublesome mistress (Anjelica Huston) bumped off. Instead of taking a casually brutal approach, Allen obsesses on the consequences of sin.

22. The Crowd (1928) , d. King Vidor
In Vidor's innovative and subversive film, an arrogant proto-yuppie who has lost his job and young child is forced to acknowledge that his life is no more important than anyone else's. The famous closing shot, in which the camera pulls up and we lose our hero in a sea of laughing moviegoers, perfectly externalizes his inner turmoil. It's German Expressionism, Hollywood-style.

23. Dead Ringers (1988), d. David Cronenberg
With his portraits of man wrestling with technology, disease, and emotional and sexual sterility, the Canadian director established himself as the most provocative and thoughtful new movie voice of the 80s (The Fly, Scanners, Videodrome). Exploring the perverse bond between twin-brother gynecologists (wittily played by Jeremy Irons), Dead Ringers is bloody, disturbing, and almost unbearably cold - even for a horror movie.

24. Detour (1945), d. Edgar G. Ulmer
Forty years before Blood Simple, Ulmer threw together this gritty, unrefined, ultra-low-budget film noir. Telling the tale of a spurned lover who takes on the identity of a man he has accidentally killed, and the femme fatale who blackmails him, the movie maintains a high level of suspense without the studio gloss of a Double Indemnity (1944).

25. The Devil in Miss Jones (1973), d. Gerard Damiano
The "porno chic" movement that began when Dimiano's Deep Throat was found to be not obscene reached an aesthetic crest with this lavishly produced, woman-centered fantasy of hard-core sex. Georgina Spelvin's Miss Jones introduced many an innocent American to oily massages, snake-swallowing, multiple partners, and bisexuality.

26. Dirty Harry (1971), d. Don Siegel
This devious policier, starring Clint Eastwood as the up-your-Miranda detective Harry Callahan, has an anti-authoritarian streak that was misinterpreted by such critics as Pauline Kael, who called the movie "fascist." Siegel's clean, no-nonsense style and the brutality of the crimes depicted were bracing.

27. Don't Look Back (1967), d. D.A. Pennebaker
Pennebaker, in this acerbic documentary, gets the camera so far up Bob Dylan's nose that you'd swear you could see his brain pulsate. It turned out that the oft-arrogant Dylan - just as he'd always said - was all too human. Thus was born a new generation of rock docs, in which the real action is backstage.

28. Do the Right Thing (1989), d. Spike Lee
The most explosive summer movie ever, but all that burns is a pizza parlor. In Brooklyn's Bedford-Stuyvesant, the veneer of racial harmony cracks on the hottest day of the year. Lee acquits no one's narrow-mindedness, but frames his American snapshot in a familial manner - complete with the Greek chorus of Samuel L. Jackson's deejay, Mister Senor Love Daddy.

29. Drugstore Cowboy (1989), d. Gus Van Sant
Van Sant's shoestring-budget breakthrough snatched Matt Dillon from the clutches of Brat Pack-dom and offered a morality tale without the moralizing. This story of a quartet of cowboy junkies mixes gritty realism with psychedelic flourishes, and appropriately throws in a bit of Beat wisdom from William S. Burroughs.

30. Dumbo (1941), d. Ben Sharpsteen
Because of its high-brow musical premise, Fantasia (1940) is often considered to be the height of Disney animation - and a great date movie for stoners. But Fantasia looks almost elephantine next to this surreal, 64-minute cartoon classic, the coming-of-age saga of a pachyderm with massive ears. And stoners beware: It also features the eerily inebriated "Pink Elephants on Parade."

31. 8 1/2 (1963), d. Federico Fellini
In the end it's all just a great big dance, but even before the carnival music reaches its crescendo, Fellini's dervish of an autobiography has debunked all the beautiful myths of inspiration. Fellini stand-in Marcello Mastroianni heads to a spa to unwind and comes face-to-face with his entire life. A landmark of personal - to the point of being exhibitionistic - cinema.

32. Eyes Without a Face (1959), d. Georges Franju
With its clinically explicit scenes of surgery (a woman's face is literally carved off), this story of a mad doctor's misguided attempts to restore his disfigured daughter's beauty raised the bar for shock cinema. Indeed, no one since has matched the film's cool intelligence and goose-pimply lyricism.

33. Faces (1968), d. John Cassavetes
Cassavetes, working with a minuscule budget and a small circle of actor-friends (including his wife, Gena Rowlands, and Seymour Cassel), helped lay the foundation for the U.S. independent-film scene with Faces, which probes a businessman's souring marriage. His idiosyncratic vision - middle-class, middle-aged characters, unable to connect in any meaningful way - struck a nerve with the moviegoing public.

34. Faster, Pussycat! Kill! Kill! (1965), d. Russ Meyer
Three buxom (to put it mildly) go-go dancers murder an innocent race-car enthusiast and then scheme to dupe a handicapped sugar daddy out of his fortune. With appropriate pauses for catfighting and cleavage-ogling. Meyer's trash-fest curiously predicted two (seemingly opposed) '70s phenomena: feminism (or at least a weird, badass strain of it) and the mainstreaming of porn.

35. Fast Times at Ridgemont High (1982), d. Amy Heckerling
Masturbation, abortion, and pizza deliveries in class: Teen comedy grows up. Heckerling flawlessly adapted Cameron Crowe's observations about California high schoolers into feature form and helped launch the careers of Jennifer Jason Leigh, Forest Whitaker, and Sean Penn, whose Spicoli continues to spawn dude-clones, from Bill and Ted to Beavis and Butt-head.

36. Flesh (1968), d. Paul Morrissey
Why does Joe Dallesandro ask his girlfriend for fresh underwear? 'Cause the johns like it that way, natch. The petty hassles of a teen hustler might seem like strange fodder for an art film, but Morrissey, emerging from Andy Warhol's anti-art Factory, turned the film's unabashedly amateurish acting, lighting, and editing into the very definition of low-budget cool.

37. The 400 Blows (1959), d. Francois Truffaut
Twelve-year-old Antoine Doinel (Jean-Pierre Leaud) is a somber boy who's always running away - but what he's running from he never truly knows. More than a sentimental coming-of-age story, Truffaut's debut feature is a harsh, often sad tale that, along with Breathless, marked the arrival of the French New Wave and its fresh, streetwise style.

38. Freaks (1932), d. Tod Browning
Great Britain banned it until 1963, and even today its images of Siamese twins, pinheads, midgets, and who-knows-whats are not easy to take. The sensitive yet shamelessly exploitative story of a group of sideshow freaks who take revenge on a "normal" woman after she attempts to murder one of them, Freaks is the visionary precursor to the works of David Lynch and David Cronenberg.

39. The Gang's All Here (1943), d. Busby Berkeley
The marriage of Berkeley's choreography and Technicolor is the ultimate trip, predating 2001: A Space Odyssey (1968) by 25 years. Here is a musical that's impossibly bizarre: obscenely giant bananas; purple neon hula hoops; the disembodied head of portly character actor Eugene Palette floating in a field of azure; Carmen Miranda going tutti-frutti; Benny Goodman singing; and much, much more.

40. The Girl Can't Help It (1956), d. Frank Tashlin
A live-action Looney Tune from former animator Tashlin - although it's open to debate whether bombshell Jayne Mansfield was not, in fact, a cartoon. The silly plot is merely the springboard for sight gags in widescreen and brilliant color, set to great '50s rock 'n' roll. Nabokov once said that nothing's more exhilarating than philistine vulgarity; here is exquisite proof.

41. The Good, the Bad, and the Ugly (1966), d. Sergio Leone
Leone invigorated the ailing western - the province of aging icons - with stylish nihilism and operatic mayhem. In his third and last collaboration with Clint Eastwood (here playing "the Good"), Leone built the action to a vertiginous climax, intercutting vivid panoramas with jarring close-ups, all accented by Ennio Morricone's throbbing, wah-wah-like score.

42. Halloween (1978), d. John Carpenter
The first and best of the slash-the-sexually-active-teenager films. In an innovative twist (that would be copied ad infinitum), Carpenter shoots the opening sequence almost entirely from the psycho killer's point of view - even through the eye slits of his Halloween mask.

43. A Hard Day's Night (1965), d. Richard Lester
The musical sequences are like fever dreams of sheer bliss - rhythmic jump cuts, trick photography, and some of the Fab Four's choicest pop confections. And not only did A Hard Day's Night invent the music-video form, it also gave us four classic celebrity performances. You say you want a revolution...Here it is.

44. The Harder They Come (1973), d. Perry Henzell
It's hard to decide what about this Jamaican crime drama is most impressive: the lilting, wonderfully seductive soundtrack that introduced reggae to the world, or the film's prescient vision of crime and fame. How prescient? Jimmy Cliff stars as a struggling musician who tops the charts only after becoming a fugitive from the law.

45. The Hustler (1961), d. Robert Rossen
"I'm the best you've ever seen," Paul Newman's pool shark, Fast Eddie Felson, says to Jackie Gleason's legendary Minnesota Fats. "Even if you beat me, I'm still the best." The Hustler's macho codes of behavior were models of cool, but in the end, Eddie's aggressive pride is the tragic source of his undoing.

46. If.... (1968), d. Lindsay Anderson
The title is both provocation (what if...) and lament (if only...), and the film itself is at once a call-to-arms and a romance. Set in a bleak English boarding school, if... focuses on three unruly seniors and the ghastly revenge they enact upon their oppressors. Anderson, one of Britain's "Angry Young Men" of the '60s, created the era's most stridently anarchic work.

47. In the Company of Men (1997), d. Neil LaBute
With no money and nary a trace of music-video sizzle, LaBute gives the PC morals of big-budget Hollywood a painful kick in the private parts. Two executives, bitter over their relations with women, decide to date a vulnerable deaf temp, get her to fall in love, and drop her, just to see her suffer. Revenge was never this sour.

48. Invasion of the Body Snatchers (1956), d. Don Siegel
An odd affliction has hit Santa Mira, California - and it's spreading fast. Siegel's tightly wound, low-budget classic packs a double punch. As a paranoid scarefest, it's a model of taut B-movie economy. As a portrait of townspeople being infiltrated by pernicious (i.e., Commie) aliens, it set the standard for political allegory in '50s sci-fi.

49. Johnny Guitar (1954), d. Nicholas Ray
Melancholy giant Sterling Hayden has never been more gently affecting than in this weird western, in which he plays the reluctant mediator in a fever-pitch battle between hardheaded women Joan Crawford and Mercedes McCambridge. In announcing "I'm a stranger here myself," he provided a more complex motto of alienation than Brando's sneering "What've ya got?" in The Wild One (1953).