I made a list of of my favorite 50 films of all time – with #1 being my most favorite. Here are the films that make up numbers 20 through 11.

For Part 1: #50 – 41, click here

For Part 2: #40 – 31 click here

For Part 3: #30 – 21 click here

#20. Unforgiven (1992)

Why? Clint Eastwood’s last western could just be his best. I love Fist Full of Dollars and High Plains Drifter, but those movies just focused on kicking ass – Unforgiven on the other hand has a lot more going on with it (although it does have a few kick-ass parts too). This is a film about redemption and if it’s still possible to attain it after a lifetime of sin. Can William Munny lead a normal life on the farm and put the past behind him? Or will temptation lead him back to his evil ways? Beautiful scenery dominates this film and Eastwood lets it alone tell the story for many scenes. A perfect end to his westerns – Unforgiven is a classic.

Best Scene? When Will comes back to Big Whiskey during a thunder storm to avenge Ned’s death and we finally see the person he’s tried to make amends for. But Will knows it’s too late and so does Little Bill – “I’ll see you in Hell William Munny.” Will’s response? “Yeah.”  He knows he is damned.

Best Quote?

“We all got it coming, kid.” – William Munny

19. Frankenstein (1931)

Why? Frankenstein, along with its companion piece Dracula, officially kicked off the golden age of Horror movies and pretty much set the scene for how things were done in the genre for the next 25 to 30 years (until Hammer started to shake things up overseas with their own adaptions of Shelly’s and Stoker’s respective novels). Steeped in a heavy Gothic aura, Frankenstein  is a masterful film that plays on our fear of death and dying. It is a tragic tale of a man who didn’t ask to be reborn. He longs for companionship and love but finds only hatred and fear.

Best Scene? The scene at the lake when The Monster finds the little girl and picks flowers with her. This could have come across as pretty goofy if not for Karloff’s acting and skill in making us feel for The Monster. We still care about him and are still on his side, even after he tosses the little girl in the lake, because we know under that dead green flesh is a kind heart.

Best Quote?

“Oh, in the name of God! Now I know what it feels like to be God!” – Henry Frankenstein

18. Fargo (1996)

Why? This is, in my opinion, the best thing the Coen Brothers have ever made – and they have made a lot of great films, but Fargo leads the pack. I could watch this movie 10 times in a row and never get bored. There is so much to love about this “kidnapping gone wrong” movie that my little blurb here can never do it justice. Every actor in this movie brought their A game (specially William H Macy as Jerry Lundergard. That scene when Marge confronts him in his office and we see Jerry on the verge of a breakdown is brilliant acting) – when you have superb dialog like what the Coen’s have written here, it must be an actors dream come true. The whole film is an exercise in layers and absence of colors. Joel Coen uses the snow covered scenery to his advantage here and paints for us a picture of pristine beauty – but underneath lies an ugliness that can be seen when you scrape away the frost.

Best Scene? So many good ones to choose from, but I’m gonna have to go with the wood-chipper scene.  The first time I saw this movie and watched as Marge, hearing some weird sound coming from behind the house, slowly walks around discovers what one of the kidnappers is doing – I couldn’t breathe. Chilling to the bone.

Best Quote?

“The heck do ya mean?” – Jerry Lundegaard

17. JFK (1991)

Why? A masterpiece. Truly this film can be called that. Even if the facts were distorted or fabricated, it doesn’t take away from the sheer enjoyment of watching an artist create something that blows everything else away. JFK is Oliver Stones Sistine Chapel. Every time I watch this film, and I’ve watched it a lot, I am amazed at the grace of it all and craftsmanship of the celluloid. Stone utilizes all forms of cameras and film stock and techniques, just like a master painter not afraid to dab his brush into the colors laid out before him. And by the end of it all, he has made you a believer. A milestone in film.

Best Scene? The whole Mr X scene at the Washington Monument is captivating storytelling, and is the core of the movie.

Best Quote?

“Back, and to the left… back, and to the left… back, and to the left.” – Jim Garrison

16. Lord of the Rings (2001 – 2003)

Why? I’m counting all three films as one giant epic – as Peter Jackson filmed them all continuously. So there. Lord of the Rings is awesome and such an amazing feat of film-making on Jackson’s part – who before this just made low budget horror films. No one before has ever attempted such an epic task of movie making, but Jackson’s passion and love for J.R.R Tolkien’s grand tale compelled him to make the best possible movie he could. The dude lived and breathed LOTR for over 10 years and surrounded himself with extremely talented people that helped bring Middle Earth and it’s inhabitants to life. They did such an amazing job that it’s hard to believe that Sean Astin isn’t really a Hobbit and that Gollum is just a bunch of 0’s and 1’s from a computer.

Best Scene? From Fellowship of the Ring – The Mines of Moria scene is without a doubt the most thrilling and intense 15 minutes of the entire 8 hour epic.

Best Quote?

“Pity? It was pity that stayed Bilbo’s hand. Many that live deserve death. Some that die deserve life. Can you give it to them, Frodo? Do not be too eager to deal out death in judgment. Even the very wise cannot see all ends. My heart tells me that Gollum has some part to play yet, for good or ill before this is over. The pity of Bilbo may rule the fate of many.” – Gandalf

15. Star Wars (1977)

Why? Everyday after school for about 3 years I would watch my worn out copy of Star Wars (recorded from HBO). Sometimes my friend Brian would join me and we would recite the whole fucking movie together as we watched it. Sometimes I would pause the movie during a laser battle and examine the laser-effects. My favorite part of the film is the whole Death Star sequence from the time the Millennium Falcon is captured to the time it blasts off thanks to the handy work of Obi Wan. And it never failed, when Han, Luke, Leia, Chewie, and the droids made it back to the Rebel base and the movie seemed like it was over I would remember, “Oh yeah, there’s still the X-Wing attack on the Death Star coming up!” From 1977 till 1983 my world revolved around Star Wars. I rode my bike to Ernie’s Toyland, without money, just to look at the Star Wars toys. Those 6 Christmas’ were filled with magic for me. My backyard WAS that galaxy far far away. Those memories serve me well and I still walk down the toy isle in Target, now with my own kids, and look at the Star Wars action figures.

Best Scene? The Cantina scene (from the un-fucked-with original version). We see a quick saber fight. An awesome alien band. A Werewolf. Sexy Twins. Meet Han Solo and Chewbacca for the first time. AND HAN SHOOTS FIRST!

Best Quote?

“But I was going into tosche station to pick up some power converters.” – Luke Skywalker

14. E.T. the Extraterrestrial (1982)

Why? If you were born in the 70’s then the odds are pretty good that 1982’s E.T. the Extraterrestrial is a time capsule of your childhood – it is mine. It’s so crazy, I’ll be flipping through the channels and come across some network playing E.T. I’ll stop flipping and watch for a bit and I get to relive my youth courtesy of AMC – time travel at the push of a button. It’s all there – playing D&D with my friends and eating pizza. Annoying little sisters and mean big brothers. Halloween nights in the neighborhood. Riding BMX bikes like a bat out of hell. Elementary school crushes. Getting 600,000 on Asteroids. Faking being sick to stay home from school. Only if an alien had landed in my backyard then E.T would be a blueprint of my life before I got to my “teens”. Spielberg got it right. Everything. I love this movie.

Best Scene? It may not be the most exciting of scenes, but the one where Gertie’s mom is reading her a bedtime story and Elliot and E.T are secretly listening in. Elliot puts his arm around E.T while they quietly share this story as a family – that scene, to me, is what the whole movie is about – magic.

Best Quote?

“Alligators in the sewers.” – Gertie

13. Goodfellas (1990)

Why? If you been following my list you may have noticed the absence of Martin Scorsese films – Taxi Driver, Raging Bull, Mean Streets – all great movies and worthy of any Top 50 List of all time, but to me Goodfellas perfectly captures everything that Scorsese is about. To me it is his best film. Watching this movie is a like attending a class on how to make cool films. Everything you need to know to make a masterpiece is here: Dolly shots, crane shots, long takes, montages set to Rolling Stones songs, everything is here and done with so much class that you don’t even notice the complexity of what you are watching. This shit isn’t easy to do, but Scorsese makes it feel absolutely normal and part of the movie and it never draws attention away from the most important aspect of the film – the story.  Goodfellas is based on  Nicholas Pileggi’s novel Wiseguy which is based on the real mobster Henry Hill’s life. How much is real and how much is fabricated? Who cares. The story sucks you in right from the beginning with the very first lines of the movie spoken by Ray Liotta, “As far back as I can remember, I always wanted to be a gangster.” yeah, and after watching this movie you sorta feel the same way – sorta. Goodfellas is such a blast to watch, I never pass it up when it’s on TV. No matter when you come in during the film you are immediately drawn to these larger than life characters and life they lead. It is captivating from start to finish.

Best Scene? I would say “the whole movie” is the best scene – but if I had to pick one moment from the film I’ll go with the late night dinner that Tommy, Jimmy and Henry are treated to by Tommy’s mother when they stop by his house to retrieve a shovel. Tommy’s mom (played by Scorsese’s mother Catherine) makes them stay for spaghetti and shows off her artwork – all the while Billy Batts lies dying in the trunk of their car.

Best Quote?

“I’m just breaking your balls.” – Pretty much everybody

12. Psycho (1960)

Why? After a string of big budget hits, Alfred Hitchcock decided to “take a break” so to speak and make a low-budget film – shot in black & white, using cheap television back-lot sets, and a hiring cast of mostly unknowns and soap opera actors (with the exception of big star Janet Leigh – but there was a good reason for her casting: to fuck with the audience) Psycho had all the makings of being just another horror film that would make its way quickly to Alfred Hitchcock Presents. But Hitchcock pulled a fast one on the film going public and they had no idea that his grand plan was to spring something never before seen yet in the cinema: Killing the lead character in the first act and having the murderer be a cross-dressing momma’s boy. Psycho threw everyone for a loop and soon word got out that you HAD to see this movie. People were instructed to not give away the ending. If you got the theater 5 minutes late you would not be allowed inside. This was the first “event” movie. Hitchcock was years ahead of the game. This movie still rules and still packs a punch.

Best Scene? Watching Norman Bates clean up after “Mother” murders Marian Crane is fascinating. His attention to detail and calmness tips the viewer off that this isn’t the first time he’s had to do this. And this scene highlights one of Hitchcock’s most devious talents – getting us to root for the bad guy – we are hoping Norman doesn’t forget anything so he and mother don’t get caught.

Best Quote?

“We all go a little crazy sometimes” – Norman Bates

11. Close Encounters of the Third Kind (1977)

Why? After the huge success of Jaws Steven Spielberg had carte blanche and used his new-found power to make what I consider the first TRUE Spielberg movie. With CEOTTK he was able to do things his way, to take his time and set scenes and get the shot he wanted (he even had the balls to ask Francois Truffaut to star in the film!). All his trademarks appear here, many for the first time. Working with his on-screen persona, Richard Dreyfus again, he made one of the best films on U.F.O’s and also managed to make one of the best films on the study of a family that is falling apart. You could easily substitute “alcohol” or “drugs” for the alien obsession that drags Roy Neary down and tears his family apart. He loses it all to his obsession, but he cannot stop. And he will take his obsession all the way, leaving his wife and kids as he boards the alien ship at the end – smiling as he does. Sometimes it’s better to go see Pinocchio with your kids then hang out on a deserted highway watching the skies.

Best Scene? The giant mother-ship rising over Devils Tower is so incredibly monumental, it became part of cinema history the minute it was projected on the big screen for the first time. Breathtaking.

Best Quote?

“Is that it? Is that all you’re gonna ask me? Well I got a couple of thousand goddamn questions, you know. I want to speak to someone in charge. I want to lodge a complaint. You have no right to make people crazy! You think I investigate every Walter Cronkite story there is? Huh? If this is just nerve gas, how come I know everything in such detail? I’ve never been here before. How come I know so much? What the hell is going on around here? Who the hell are you people?” – Roy Neary