1: The Shawshank Redemption

[Reminder: these articles do contain spoilers. In this case, I really would like you to see the film before reading this, so stop what you're doing and go and watch the film. I'll see you in two hours. OK?]

I'll never forget when Rob (housemate at the time) told me he owned Shawshank on DVD but had never watched it and was thinking of getting rid of it as he was probably never going to watch it. So that same day Gloria and I sat him down and insisted we all watch it together, and I think Kevin and Martyn probably joined us for the experience as well. Because when a film is this good, you WANT to share it with everyone, because you know - guaranteed - that they will like it too. And sure enough, as the credits rolled, Rob grinned up and said "That's so good! I can't believe I've never seen that!"

The thing that always amazes me - and it shouldn't, I know - is that it's a Stephen King story. Yes, the horror writer whose more accessible material would be something like 'The Green Mile' (which made the short-list for this Top 40) but who more normally is responsible for some of that darkest horror stories you'll ever encounter. But here we have a story, told over time with real character development, without the need for supernatural intervention and it wonderfully, gloriously works. The first time I watched it I remember the tension building, particularly when the Tim Robbins character gets the rope, night falls, and he doesn't come out of his cell in the morning... the sheer tension is amazing. And they look in, and the cell is... empty. Completely empty.

And then the movie gives you about five minutes to figure it out, while the prison authorities shout and search before the hole behind the poster is discovered, and the real situation is revealed. And you get that glorious moment of freedom when you see him escape, along with his perfectly planned-and-executed series of events to appear as the silent-silent-partner and make off to Mexico with all the money. And finally, when Morgan Freeman gets to join him and the credits roll... I just remember thinking "That's so good! I can't believe I've never seen that!"

It is that good.

2: The Hunger Games/Catching Fire

A very recent addition to the top 40.

Recent additions to any 'all time' list are never usually good - if you ever ask "what are the best songs of all time" and have people vote, you'll frequently find songs from that year will be far nearer the top than they should be. Ask the same question ten years later and they'll have gone away.
However, the fact is I'm only going to be forty once and so this is my only chance to rank The Hunger Games and Catching Fire in the list. I think in ten years they will still be in the list, and very probably still in the top ten, although I can see the eternal positivity of Airplane and the eternal negativity of Apocalypse Now possibly surpassing it. But right here, right now, these two films - taken together as one unit, for reasons I will describe in a moment - sit above them, proudly in second place on the list.

I paid little attention to the first film when it came out. I vaguely knew about it because people on the radio talked about it (notably Messrs Kermode and Mayo), mainly in the light of "what big movie franchise is going to follow on from the success of the 'Harry Potter' and 'Twilight' series of films?". But I didn't read the books (which I understood where aimed at a teenager audience, which I'm increasingly finding I'm not), and I didn't pay any attention to the success of it, and when the second film came out I paid no attention to that one either.

Except then came Netflix. They held the rights to the first movie and kept it up on their home page, so whenever you went to see something else there it was, staring you in the face saying "big Hollywood movie you haven't seen yet". And since the little I knew about it was 'dystopian sci-fi' rather than 'supernatural/dark' I thought ok, I'll watch it. And then I found the next movie - Catching Fire - was not yet on Netflix but WAS at the local RedBox DVD rental kiosk, off I went to said rental kiosk that very same day to get the second one, the first having been so good. Then I insisted Gloria watch them both also, so I got to see them again. Then the third movie was about to come out, so had to watch the first two again also before heading to the cinema to see the third on the day it was released.

And when you tie in the original novels themselves, the websites, wikis, discussions and of course the Mark Kermode reviews, which are all very positive, you realise that Suzanne Collins created a story, a world, a future, a set of characters... an entire THING with tremendous originality and strength. And the people who made the books into films managed to do so without breaking it too much, which is always something of an achievement - but now can you imagine Caesar Flickerman being played by anyone other than Stanley Tucci? Or President Snow being anything other than just like Donald Sutherland's portrayal? Jennifer Lawrence herself is, of course, wonderfully intense as Katniss, basically spending three films (so far) telling her potential suitors 'stop bothering me with romance questions, I haven't got time for such things right now' while the world seems to coalesce around her, gravitationally bound to her Mockingjay persona.

Add to that the climax of 'Catching Fire' - the arrow in the sky, breaking the dome and the arena, the world literally and metaphorically crashing down as the rebellion is suddenly revealed... those are the moments a writer can put in a book and can fail in conversion to the screen. Here they got everything - the tension, the timing, the effects, the walk into the unknown - everything correct. And as the sky shatters and the dome comes crashing down, you really do have no clue what's going to happen next. And to get to that state at the end of a second film in a sequence is very impressive indeed.

The third one doesn't make the inclusion because I've only seen it once and it seemed to be a holding pattern to some extent - not sure of the value (other than financial, which is the main one I suppose) or having the third film. I fully expect the fourth and final one to be right up there when it comes out in November, however, and I'll be sure to use its release as an excuse to watch the first three again.

I really do love it. But there's one that still stands above it.

3: Apocalypse Now (Probably the 'Redux' version)

I once told a friend (circa 1994) that I'd seen 'Apocalypse Now' about twenty-five times, and I was just about starting to get into it. There's so much - so much - going on that while you can certainly follow the main premise on first viewing, there's no way you'll appreciate everything that's going on. And after about twenty-five viewings I was beginning, just beginning, to get my head around it.

And then in 2001, Francis Ford Coppola went and released a longer version ("Redux"), which added a variety of scenes (most notably the French plantation sequence) but also re-ordered and slightly extended some other scenes - placing the water-ski scene on the river where it SHOULD be (after they begin sailing up the river!), explaining the problem of having napalm in the morning (it kills the surf) and why the boat was hiding under trees when they went looking for mangos (hiding from Kilgore after stealing his surf boards). The whole thing was re-organized, made more sense, added more character and atmosphere... and made us all wish he'd made an even longer version so we could see even more of the cut scenes.

The documentary concerning the making of the film - called 'Hearts of Darkness' after the Joseph Conrad story that inspired the film - shows the craziness, excesses and tensions that went into making the movie itself (in itself it could be described as an epic) and I'd recommend watching that to find out about what really went on, and how we end up with the final versions of the film we have today. But it will suffice to say for now that the scene where Martin Sheen punches and shatters a full-length mirror was a totally unscripted, ad libbed moment of madness.

The first few times you watch the film itself, you don't even need to bother about the Marlon Brando character really - pay attention instead to Martin Sheen's character development, the storyline of what the Generals want from him, the craziness of Kilgore, the psychotic and even psychadelic scenes around the last outpost at the bridge and the deeply aware response to Sheen's question "soldier, do you know who's in charge here?" - response: [pause] yeah.

Then eventually after several watches you get everything else down, all the boat incidents, Dennis Hopper's wonderful photo-journalist, "if I say it's safe to surf this beach, it's safe to surf this beach!"... and finally decide it's time to pay attention to Marlon Brando's Colonel Kurtz. And you just listen to his inane ramblings and ridiculous orders - I still don't see why Chef had to die really - and let the poetry of this self-obsessed, half-crazed nutter in the jungle just wash over you. And frankly I'm probably talking about Brando himself there, not Kurtz - huge swathes of his monologues are totally ad-libbed and just cut with minimal processing to include in the final film.

They all pretty much went nuts making this movie. It's scary but almost documentary in its final form, Brando's voice echoing in the final scene.

The horror. The horror.

4: Airplane!

In contrast to the last movie, this is probably one you DON'T want to watch while flying over the ocean. Actually I take that back. I'd watch this film anywhere.

I know it's not for everyone. I know the humour is too simple/repetitive/even crude at times for everyone's liking, and I know it's not as clever or random as Monty Python, and I know lots of the jokes are just simple puns but it works because everyone - and particularly the brilliant Leslie Nielsen - treats every joke response as if it's exactly what they were expecting. Case-in-point: the "smoking or non-smoking" scene where Striker decides to get a ticket for the plane:

Airport Salesperson: Smoking or non-smoking?
Ted Striker: Smoking.
Airport Salesperson [handing Striker a boarding pass that is belching out smoke]: Have a nice flight!

 - and they both treat it as if it was totally normal and completely what was expected. THAT is where the subtle humour really comes in - deadpan, dry, whatever you wish to call it - THAT is what makes it funny.

Naturally I'm going to offer more quotes here:

Lady in seat: Nervous?
Ted Striker: Yes.
Lady in seat: First time?
Ted Striker: No, I've been nervous lots of times.

Rumack: Can you fly this plane, and land it?
Ted Striker: Surely you can't be serious.
Rumack: I am serious... and don't call me Shirley.

Rumack: You'd better tell the Captain we've got to land as soon as we can. This woman has to be gotten to a hospital.
Elaine Dickinson: A hospital? What is it?
Rumack: It's a big building with patients, but that's not important right now.

Rumack: I won't deceive you, Mr. Striker. We're running out of time.
Ted Striker: Surely there must be something you can do.
Rumack: I'm doing everything I can... and stop calling me Shirley!

Rumack: Captain, how soon can you land?
Captain Oveur: I can't tell.
Rumack: You can tell me. I'm a doctor.
Captain Oveur: No. I mean I'm just not sure.
Rumack: Well, can't you take a guess?
Captain Oveur: Well, not for another two hours.
Rumack: You can't take a guess for another two hours?

And you'll of course notice the emergence of Dr Rumack in those quotes, who doesn't appear until halfway through the film. Leslie Nielsen himself was of course a well-established character actor who had played straight roles over many years on both film and TV. Shortly afterwards, however, he appeared as a certain Frank Drebin in a short-lived TV spoof series called "Police Squad", basically playing the same Dr Rumack character and which, of course, he would go on to reprise directly in the 'Naked Gun' series of films. Indeed until his recent death he never really played any other character again, just Dr Rumack/Frank Drebin over and over, and it never got old. If you ever want to know anything about deadpan comedy, just watch later Leslie Nielsen films.

The man was a comedy genius. And this was the best of them all.

5: Star Trek II: The Wrath of Khan

Just watched this one again on a plane flight. There, alongside the current crop of Hollywood blockbusters and a few significant classics, was sitting "Star Trek II: The Wrath Of Khan", a film that shows if nothing else that it IS possible to make a sequel that is better than the original. And that's not just because the original ("Star Trek: The Motion Picture") was so unimaginably awful (and it was).

Clearly the people at Paramount knew they had something good. Star Trek had run for three seasons in the late 1960s to mild success but the re-runs and syndication deals had made the show grow in popularity in the years following its cancellation. Add to that the massive success of Star Wars in the late 1970s and you can just see the dollar-focused minds at Paramount thinking "ok, what have we got that's spacey-wacey?" So they got the cast of Star Trek together and made that initial pointless movie in 1979 that was so bad you can't even pretend to like it because everyone knows you're lying if you say you do.

But that didn't stop the original TV series CONTINTUING to be popular, all it did was draw increased attention to the fact that it was so good compared to the film. So the good people at Paramount found a recently-joined producer named Harve Bennett, who knew basically nothing about Star Trek, asked him to make the next movie "better and for less money". So they sat him down to watch all the original episodes of the TV show to work out what it was that made it work. He saw the episode about Khan and liked both the complex character and the open ending of the episode (left on the planet... what happened to Khan and his people next?) and out came Star Trek II. With Nicholas Meyer directing and the original cast returning - including the brilliant Ricardo Montalban reprising Khan himself - the story, characters and atmosphere were not only more akin to the original Star Trek series, but much more successfully updated. The story is both original and simple, and stands up well over time, and the central characters are shown not only as facing - and dealing with - human situations (the no-win scenario, the needs of the many etc) but also as maturing themselves, getting older and having to deal with that.

The follow-up films were never quite as good - although number 6, "The Undiscovered Country" (essentially a decent 'whodunnit' set in space) came close to making this list. But The Wrath Of Khan stands the test of time, setting a high bar to follow. And I really do like it, even watching it on a plane going over the Atlantic some 33 years after its initial release.

6: A Few Good Men

Judge Randolph: Consider yourself in contempt!
Kaffee: Colonel Jessep, did you order the Code Red?
Judge Randolph: You don't have to answer that question!
Col. Jessup: I'll answer the question!
Col. Jessup [to Kaffee]: You want answers?
Kaffee: I think I'm entitled to.
Col. Jessup: You want answers?
Kaffee: I want the TRUTH!
Col. Jessup: You can't handle the truth!

That's the most famous scene, obviously. But the build-up - it's a long movie - and even the aftermath shows some seriously deep consideration of one of the key questions in legal military behaviour: the so-called defence of superior orders, or more accurately the fact that there is no such defence. To me the film itself isn't so much about the characters - while they are beautifully portrayed by some of the absolute leading actors of the era (and Kevin Bacon), and while the characters show more depth than just a straightforward portrayal of various military stereotypes, the key question isn't whether Jessup ordered the Code Red (we know he probably did) or even whether Kaffee can get him to admit to it in court (although that's obviously where the dramatic tension reaches crescendo), the point is that even after all that is over, Kaffee's clients - Downey and Dawson, the two who performed the action itself - are STILL guilty of having performed it. As Dawson says to Downey right afterwards:

Downey: What did we do wrong? We did nothing wrong!
Dawson: Yeah we did. We were supposed to fight for people who couldn't fight for themselves. We were supposed to fight for Willy.

The issue first really came to light in the Nuremberg trials following the second World War, where German officers stood trial but pleaded as their defence that they were acting under orders from a superior officer, and could not refuse. After the first trial of a general who used this defence, a precedent was set that such a defence was not acceptable as an excuse for committing atrocities. The Universal Declaration on Human Rights (December 1948) also enshrined the same principle. Which all sounds fair enough.

But what the film does here is expose the issues that arise from this - very noticeably NOT taking a side one way or the other - but simply saying that this is a complex problem without an elegant solution. Yes, Downey and Dawson were under superior orders and had, in their immediate situation (as the film makes clear) NO way to disobey orders, but the fact is they did perform the criminal act in itself. They were put in an impossible situation and had to bear the consequences of it, however fair or unfair it might be. The partial solution - as shown by the film - is to follow the trail of the superior orders to find the person who initially GAVE that order, and that person also therefore bears guilt, and in some cases (depending on the severity of the case usually) there might be a lessening of the sentence for those who followed the order.

But it's clearly a problem without an obvious solution. And 'A Few Good Men' exposes that, through a dramatic, well-portrayed sequence and character set, and leads you to ask the core question: what SHOULD have happened to Downey and Dawson in the aftermath of the truth coming out? Because frankly, the law simply doesn't know what to do.

It can't handle the truth.

7: Monty Python and the Holy Grail

John Cleese left Monty Python before the fourth series and it's often said that his absence left both the audience and Graham Chapman (his co-writer) let down and empty. However when you look at the dates involved, it's funny to think that Cleese re-joined Python almost the minute that final series was complete - the series aired in late 1974 and Cleese was back with the rest of them making Holy Grail for release in 1975. The initial planning and storyline had actually begun after the third series of Python - thus with Cleese included - so his departure from the troupe was basically just a brief hiatus allowing Palin, Jones and co to do more of their own thing.

Anyway - once we get down to the film itself, we're on very safe ground. Cheaply filmed - and indeed most of the funding there was came from rock bands such as Pink Floyd who preferred to give their band-derived income to Python rather than pay 70% income tax to receive it themselves - it can be viewed either as a series of set-piece sketches or as a genuine developing story, punctuated with humour. Either way, the 'African swallow' bit, the 'Knights who say Ni' bit, the 'It's only a flesh wound!' bit, the 'You mother was an 'amster and your father smelled of elderberries' bit - and we could go on - are all not only quotable but almost necessary parts of cultural education in late twentieth century English-language civilisation.

My favourite bit? Probably the 'three questions' routine. Simple premise, but they are able to twist it and get more out of it than you'd ever think possible. Spike Milligan himself couldn't have done any better with it.

That's my favourite bit. What's yours?

8: O Brother Where Art Thou

Given that it's based on Homer, the story itself will always be pretty indestructable. Given that it's set in the deep south in the 1930s, the atmosphere is going to be compelling. Given the focus on bluegrass music, it's going to be near the top of my list. But when you add in the humour, the character development and even being banished from Woolworth's, you know it's top ten material.

As usual, good quotes abound:

Washington: Mrs Hogwallup up an' R-U-N-N-O-F-T.

Tommy: I had to be up at that there crossroads last midnight, to sell my soul to the devil.
Everett: Well, ain't it a small world, spiritually speaking. Pete and Delmar just been baptized and saved. I guess I'm the only one that remains unaffiliated.

Delmar [cheerily, after thinking about Pete being 84 when he gets out of jail]: Well, I'll only be 82!

Pete [whispering]: Do - not - seek - the - treasure.
Delmar [whispering]: We - thought - you - wuz - a - toad!

Add to that the legend of the Soggy Bottom Boys that grows through the movie - one of the best scenes has to be the look of surprise on their faces when they start playing 'Man Of Constant Sorrow' at the concert towards the end and the entire audience screams like it's a 1963 Beatles concert.

The whole thing bears watching over and over, beginning to end, with little references both to the period its set (yes, the KKK, but also children tied together with rope was, I am told, a common practice to keep track of them) and to the Greek original (Sirens, Cyclops etc). Brilliant story, beautifully filmed, gloriously acted and with a soundtrack to augment the whole thing.

A thing of joy. Well done everyone concerned.

9: Animal Crackers

Here's how you know it's not a question of putting in a token 'old movie' or 'classic' - if you wanted to just put in a Marx Brothers film, you'd use Duck Soup. It's the most studied, the best produced, easily the most professional of their films. And yet it lacks what you get in Animal Crackers - Groucho at his best in what is an adapted stage-show, allowing room for ad-libs aplenty.

You don't watch it for the plot, the acting or frankly Harpo's harp-playing (good as he is), you fast-forward through those bits to get to Groucho's one-liners and the Chico/Harpo slapstick stuff. The lines are extraordinary:

Chico [playing same piano piece over and over]: I can't think of the finish!
Groucho: That's strange, I can't think of anything else.

Groucho: One morning I shot an elephant in my pajamas. How he got in my pajamas, I don't know.

Groucho:  You're the most beautiful woman I've ever seen, which doesn't say much for you.

Groucho [following convoluted conversation which somehow ends up with them discussing an imaginary property map on a table]: I don't like Junior crossing the tracks on his way to the reform school. I don't like Junior at all, as a matter of fact.

Actually, don't read these quotes. Get the film and watch it yourself. Then imagine being in an audience watching the stage version of it, and heckling Groucho just to see what he would come back with, which people used to actually do - a far better way to edit a script than paying someone to do it for you. As they moved on to Duck Soup, Horse Feathers and the rest it all became a little more carefully produced and lost some of its edge, although the overall films are probably of a higher quality, at least in terms of professional movie output.

This is raw stuff though, straight off the stage, and that's what makes it so good.

10: Bull Durham

What? Smokey and the Bandit and now this? And Schindler's List and Dead Poets Society languishing in the 20s?

Again, it comes down to enjoyment and how it stands the test of time. Plot is straightforward enough - erratic yet talented young baseball pitcher (Tim Robbins) being mentored by older 'expert' who doesn't necessarily want to be there (Kevin Costner) - actually not too far from The Karate Kid in that respect, or a host of other similar movies. Add in the wildcard factor of Susan Sarandon's character also pulling Tim Robbins' young pitcher in her own direction, and you have what is both a love triangle and also a baseball/parenting thing. Add in some fun fringe characters - although there aren't really enough of those - and some dialogue and you have a fun film.

However, if that sounds a lot like the piece I wrote for the movie at number eleven, it has to be noted that there's a lot more to this than Smokey and the Bandit - there's a depth to it, a sense of sadness about how we always have to move on, about how even glorious summers come to an end, and even a little dose of Walt Whitman. And so it holds together as a character piece as much as a comedy sports movie - which is how it is marketed - and is well worth a second look from that perspective.

Still, though, it's the moments of comedy dialogue, usually between Costner and Robbins, that sparkle the most:

"Relax, all right? Don't try to strike everybody out. Strikeouts are boring. Besides that, they're fascist. Throw some ground balls - they're more democratic."

"That sucker teed off on that like he knew I was gonna throw a fastball!"
"He did know."
"How?"
"I told him."

"Man that ball got outta here in a hurry. I mean anything travels that far oughta have a stewardess on it, don't you think?"

"You guys. You lollygag the ball around the infield. You lollygag your way down to first. You lollygag in and out of the dugout. You know what that makes you? Larry?"
"Lollygaggers?"
"Lollygaggers."

Nine movies above this one though, and we're about to seriously shift up a gear.

11: Smokey and the Bandit

I'm joking, right? Nope. I love this film.

The premise is extraordinarily simple: Burt Reynolds and Jerry Reed have to drive from Atlanta to Texarkana, pick up lots of a specific brand of beer, and drive it back to Atlanta all within 28 hours. Which, given this is 1977, means they're going to be doing two illegal things: firstly driving at substantially over the nationally-mandated speed limit of 55mph (oil crisis hangover) and secondly transporting Coors beer east of Texas/Oklahoma, which at the time was illegal, and bootleggers - if successful - could make a lot of money doing it, although as well as the law they had to fight the issue of the beer having no preservatives or stabilizers, which possibly explains the 28-hour limit for completing the task, given that the truck in the film doesn't appear to be refrigerated.

All of which means, well, car chases. You have a very quick sequence of plot set-up and getting to Texas, realising that it's early Sunday morning so everywhere is shut, leading to breaking in and stealing said beer. Then most of the movie is taken up with them trying to get back to Atlanta, which amounts to a series of set-piece car chases and a sucession of police tactics being overcome in a variety of ways by Reynolds, Reed and various friends they know along the way. And stringing along through this is another thread - while in Texas, Reynolds (driving the Trans-Am 'blocker' car) somehow picks up Sally Field wearing a wedding dress, and ends up taking her (very willingly) along for the ride, as she is busy running out on a wedding to the son of a local policeman. Naturally, said policeman (played brilliantly by Jackie Gleason, yes him from The Honeymooners) and his son end up as the core of the chase, following them all the way to Atlanta as their car gradually gets mashed up and in the process. And all these chases are backed by banjo-driven trucking-country music mostly from Jerry Reed himself, of which the strongest is the song 'Eastbound and Down'.

But even then that's not enough to really get it into number 11. For that you need the dialogue also. And the quotes are very very good, witty without being too intellectual (it's not an intellectual kind of a movie) and mostly just flat-out funny:

"You have a great profile."
"Yeah, I do, don't I? Especially from the side."
"Well, at least we agree on something."
"Yeah. We both like half of my face."

"Tell me, why are we doing this?"
"For the good old American life: For the money, for the glory, and for the fun. [pause] Mostly for the money."

"The fact that you are a sheriff is not germane to the situation."
"The god damn Germans got nothin' to do with it!"

And if you put it all together, along with the triumphant run for the line where Jerry Reed pulls the truck in front of the Trans-Am and blasts through the final blockade, you have a feel-good movie in which pace, humour and characters abound. And as I've said before, it's my list.

12: Talk Radio

It's entirely possible you've not heard of this 1988 film, even though the director is Oliver Stone.

I stumbled across it in the TV listings one day and recorded it. Then I watched it over and over and over. It's the story of a (Jewish) radio talk show host in the Dallas area whose show is on the verge of 'going national', and who seems to have his show dominated by phone calls from people who don't like him. He, of course, plays up to this, invoking stereotypes, racism, shame, whatever he can think of to get a reaction. He receives death threats in the mail, over the phone and the film ends with him being shot and killed outside the radio station after his show finishes. If it sounds mildly familiar, the story roughly matches that of one Alan Berg, a Denver-based talk show host killed by white supremacists, although the central character himself is based more on LA-based host Tom Leykis.

The script is by Eric Bogosian, who is also the star and who also wrote the predecessor to the film, which was a stageplay by the same name. Bogosian is utterly convincing throughout as a man playing up to whatever he has to - even with his character occasionally breaking out of 'on air' persona (for instance, when he realises a caller claiming to be a rapist really IS a rapist being sought by the police) - and the supporting cast, including John C. McGinley (from Platoon or, for more recent generations, Dr Cox from Scrubs) give the whole thing a tremendous sense of weight and atmosphere. The final monologue at the end of the last show is compelling - the camera circling the room, centred on Bogosian (or is it that he and the camera are still and the room is spinning?), the tense on-air silence ("dead air, Barry, this is DEAD AIR") and payoff line "I guess we're stuck with each other".

If you ever saw the TV show 'Midnight Caller' from the same period and wondering if it's like that, just imagine Midnight Caller with a less-likable host, some crazy callers, severe attitude AND a much more accurate technical layout for a radio studio (seriously, that portable headset Gary Cole used in Midnight Caller was NOT broadcast quality). It's a GOOD version of midnight caller.

And over the closing credits, while 'Telephone and Rubber Band' plays, we hear a montage of callers discussing the killing, and you realise the depths and shallows that the film just took you through - all the way from that fact some people liked listening to him and miss him, through questions of who did it, right through to freedom of speech discussions and the value of giving neo-nazi groups access to the airwaves, and you realise just how much ground was covered in this film.

And then you watch it again.

13: Die Hard

I didn't watch this in the cinema when it came out in 1988. Some of my friends did, and raved about how good it was, but then they were the same ones who raved about Judge Dredd and RoboCop 2, so I took it as no great endorsement at the time. But then, sometime in the early 1990s - I forget exactly when - ITV showed a slightly edited version ("Yippee-ki-yay, kimosabe!") and I watched it, along with about half the UK. And I was engrossed.

Here was the bloke from Moonlighting, who was obviously not an action hero, totally in over his head, the one man left standing in a disastrous situation but with the advantage that they didn't know, at any time, where he was. He picks off the bad guys one at a time, slowly tooling up with weapons of increasing size and power (does this sound like a video game yet?) and eventually leads to a final confrontation with a Boss character (yes, it IS a video game). And the tension is racheted up and up as we move on, slowly building to the inevitable conclusion... it's truly a great movie to watch for the first time.

But how does it get to number 13? Tension alone won't get it there - Aliens has that, so does John Q - and aside from Schindler's List there aren't many watch-it-one-time-and-you're-done movies that would really make the list (looking at you, Sixth Sense). No - it's the characters who make it. Willis really does portray the reluctant hero well, just hanging in there against professional, well-armed villains.

But then there's Al, the twinkie-eating police officer who is McClane's only real friend through the whole process. But don't forget, there's Argyle (not the soccer team OR the diamond pattern on your socks), the limo driver in the basement who REALLY saves the day at the end, and even Alan Rickman is superb as the bad guy ("I am an EXCEPTIONAL thief!" - what a perfect response, perfectly delivered). You can watch it over and over, even though you know what happens, because of the characters and the fact that without any one of them, the whole thing falls apart.

The perfect "Action Movie"? Hard to say, it's part action, part drama, part comedy and of course it's a Christmas movie also. But for both first watch and subsequent reruns, Die Hard is up there as one of the best films I've ever seen.

But there are twelve that are better.

14: The Matrix

One that does bear re-watching but nothing will really get past the first time that you see it. I didn't see any trailers prior to watching it for the first time, and all I really knew about it was a few work colleagues telling me it was good, and seeing "What Is The Matrix' displayed on numerous London buses as I cycled past them on the way to work. And really, I think when you do watch this, it's worth trying to imagine that you've never seen it before and you don't know what's coming.

Of course once you DO know what's going on, the story itself is still strong: plenty of meta-narratives and even religious symbolism (from a variety of religions) in there, but mostly it's a fast-paced action cyber-punk thing about fully-immersive virtual reality and being able to download stuff into your brain. So essentially, let's be honest, it's William Gibson's Sprawl universe. And while I don't want to go too deeply into Gibson's work here - that's coming in another list later in the year - it's worth remembering that when asked about 'The Matrix' and its sequels in 2003, he chuckled wryly and replied "ah yes, the unpaid bill". Gibson has no official connections with The Matrix at all. But without him it wouldn't exist.

But it's not just the story that was ground-breaking - the use of the 'bullet-time' special effects were revolutionary in 1999 and the film seemed to be as much about an introduction to a new generation of film direction as about the story itself. And, of course, there's the 'what if it was me' question, very similar to the version of that question posed by The Truman Show - is the world around me really real or not?

And perhaps it IS all true. Don't sneer. When The Matrix was made there were lots of payphones around. Since its release they've almost all vanished. Don't tell me that's a coincidence.

15: The Usual Suspects

"Who is Keyser Soze? He is supposed to be Turkish. Some say his father was German. Nobody believed he was real. Nobody ever saw him or knew anybody that ever worked directly for him, but to hear Kobayashi tell it, anybody could have worked for Soze. You never knew. That was his power. The greatest trick the Devil ever pulled was convincing the world he didn't exist. And like that, poof. He's gone."

The state rests, your honour.

16: Braveheart

Never mind the historical inaccuracies concerning blue paint. Never mind the Hollywood approach of having William Wallace be the father of the Queen's unborn baby. Never mind Mel Gibson's accent which isn't in any way bad, just not traceable to any particular region within Scotland. Never mind all that, this is a good film.

There's a tendency in Hollywood to generally play the card of English = bad. If you don't believe me, watch Braveheart, or The Patriot, Titanic (noting that the only lifeboat that went back to look for people had a Welshman in charge) or even Frozen (the Duke Of Weselton). But here it's justified, unquestionably so: if you don't know the history of King Edward I, go and watch Simon Schama or do some reading. The stuff he did that isn't covered in Braveheart - the stuff he did to people other than the Scots, notably the Irish and the Jews - was almost unspeakably bad at times, making Machiavelli look like a benevolent softie. The parallels to (among other people) Hitler are actually justified and at times uncanny, and I say that knowing full well about the Holocaust. This was one evil man.

So to tell the story, all you need to really do is to accurately portray Edward Longshanks, then show the battles of Stirling Bridge, Falkirk and Bannockburn. While the focus of the film is Wallace himself - thereby reducing the focus on Andrew Moray and particularly Robert the Bruce - the story is told quite fairly and clearly, Wallace's shortcomings exposed every bit as much as his inspirational leadership. And inspirational it was: to this day - and even prior to the release of Braveheart in 1995 - flowers and memorials are placed in London at the site of his execution. The Scots have a forever-hero here, and will always be able to look to this man, and others like him, when they think in terms of both political independence and, more importantly to my eyes (as someone by birth half-English and half-Scottish), cultural heritage.

Plus of course it's a darn fine film to watch, over and over.

17: Romeo + Juliet

Presumably pronounced "Romeo plus Juliet" this is an interesting setting of Shakespeare's original - all the way down to the complete use of the actual dialogue, although not necessarily all in the same order ("thy drugs are quick"). Stunning re-imagination and re-setting in what appears to be some kind of Venice/Santa Monica ghetto - with clear shades of Rio, of course, and actually filmed in Mexico, this is surely Baz Luhrmann's finest work (YES it's better than Strictly Ballroom and the ridiculously overrated windmill thing). Add in a soundtrack that's both musically interesting and strikingly bizarre ("When Doves Cry" by Prince performed a cappella by a choirboy?) and you have a pop-culture recipe to bring Shakespeare to a new generation.

Except, of course, that they talk so ridiculously quickly that you can't catch most of what they say. This is a problem in a lot of TV comedy today - too much to say, too little time between the adverts - but here they have to squeeze the whole of Shakespeare's dialogue in while keeping the thing moving along so quickly. And so unless you're familiar with the words (and let's be fair, an awful lot of people are), the best approach can be just to let the thing wash over you, pick up what you can from the intonation rather than the words themselves, and enjoy the story, which is of course as bulletproof as ever (seriously, this has to be one of the strongest overall plots in literary history).

But even with that caveat, it's a wonderful thing. The periods of no-dialogue are beautifully crafted to advance the plot - the 'looking through the fish tank' scene in particular - and the increasingly-frantic attempts by Pete Postlethwaite's priest to resolve the plot twists are very clear even to the casual viewer. The end is well-known enough that you have to just let it unfold in front of you, rather than sit there thinking 'they're really going to do that?' although the mild twist of Clare Danes waking up ever-so-slightly before Leonardo DiCaprio dies is a nice touch.

But put it all together, the music, the scenes, the directing, the script (when you can make it out) and you have a huge stage-show condensed down into a nice DVD to play on your TV. Would Shakespeare be proud? No idea, but it's darned fine entertainment.

18: The Eternal Sunshine of the Spotless Cat

It's one of those films where there's just enough science fiction to give you an interesting plot device, and the for the rest of it you just let the characters play it out. And you don't even really need to know it's Jim Carrey playing the lead role.

Put simply, the question is this: if you had your memories erased, would you still tend towards doing the same things over and over? According to this film, the answer is yes, but what makes it good are the characters reaction to the central device, rather than the device itself. The interweaving plots and subplots are almost Shakespearean (I'm talking about plot, not dialogue quality) and the 'chase' sequence where Jim Carey's character is hiding out inside his own mind to escape being wiped is both fascinating and enthralling, real edge-of-the-seat stuff because you really DON'T know what's going to happen and how they're going to be able to get a resolution out of it.

Of course the final ending is a romantic solution and makes you think - ok, even if I did screw something up like that, would there be any point in doing it over again and giving it another go? And the wonderful, human answer is of course: yes. Along with the other human notion that even when technology begins to seep into our brains, something deeper than pure consciousness is still there, driving us on, giving us hope.

As for why I call it the Eternal Sunshine of the Spotless Cat, well that's just something for me to know and you to wonder about. Unless your name is Kevin or Rob.

19: Blade Runner (Director's Cut)

The thing about Blade Runner is that it's to some extent what the future used to look like. When you watch it, part of you is thinking wow, that's an amazing vision of the future state of our society, part of you is thinking wow, they got that stuff about micro-biology and genetic engineering spot on and part of you is thinking wow, whatever happened to Atari anyway? In some ways it's a beautiful, fluid look into both our present and our future, and in some ways (primarily the Vangelis soundtrack and the Atari product placement) it is still stuck firmly in 1982. But that only serves to make it more interesting.

The Director's Cut is the vastly superior version - so much so that I don't think anyone even needs to see the original version any more. The removal of the narration and 'happy ending', along with the insertion of the unicorn dream sequences (hinting that Deckard himself is the final replicant) not only adds to the atmosphere of the movie but also means it makes more sense and is much more re-watchable. The emergence of the characters of the replicants - at once both psychopathic and child-like - is a central theme, best expressed at the end of the film by Rutger Hauer's character:

"I've seen things you people wouldn't believe. Attack ships on fire off the shoulder of Orion. I watched C-beams glitter in the dark near the Tannhauser gate. All those moments will be lost in time, like tears in rain. Time to die."

It is unquestionably one of the most atmospheric films ever made, and while the storyline is simple (kill the replicants one at a time) the overall effects - even without the twist for Deckard himself - draw you in to a sense of empathy with the characters, even a sense that the replicants are the most 'human' of them all. It captivates your senses, it makes you think and it leaves you asking questions.

What more could you need?

Short List: Top Ten Mark Kermode Movie Quotes

Mark Kermode's review of 'Entourage' from last week.

Mentioned at the start of this Top 40, and again in 'The Princess Bride', Mark Kermode is a UK-based film reviewer. While he appears in numerous media - newspapers and television included - his most popular outlet has been as the resident movie reviewer on the Simon Mayo show on BBC Radio 5 live. In fact, when Mayo himself was moved to an entirely different network, the BBC smartly decided to keep that particular slot - and even extend it out to two hours - on a Friday afternoon because the listenership was so high.

Listened to - and corresponded with - by numerous UK actors ("Hello to Jason Isaacs!") and winner of several awards, he has a reputation for two things: firstly being unafraid to disagree with other reviewers (for example, he thought the universally-panned 'Basic Instinct 2' was relatively ok because it fulfilled genre expectations), and secondly for having a tendency to go off on a big explosive diatribe ("Kermodian Rant") when there's a major movie that he doesn't like. More to follow as we move on, but to get us started, here's my Top Ten Kermodian Rant Quotes from the BBC radio show, including one from just last week...

10. Ice Age 2: The Meltdown

"The death of narrative cinema."

9. Revolver

"I feel bad for Guy Ritchie. I can wake up tomorrow and think 'I didn't make that film'. He has to wake up and think 'I made Revolver'."

8. Johnny Depp's performance in Pirates of the Caribbean: The Curse Of The Black Pearl

"It's a case of an actor who doesn't know how to act, and a director who doesn't know how to take him to one side and say 'Stop doing that Johnny, it's silly'."

7. Sex and the City 2

"My expectations were low, and I have to say they were met." ... "It is consumerist pornography. It is an orgy of dripping, dripping wealth that made me want to be sick."

6. Sex and the City 2 - AGAIN - on the plot point of them all going on vacation

"This is a plot device known from all movies based on television series that have run out of steam. The example is 'Are You Being Served'... it is essentially THAT film."

5. Entourage

"It's just this pornographic, consumerist, hate-filled piece of propaganda which says this is what you should aspire to. This level of utter vacuity, this foul, soul-sucking, horrible vacuum of vile emptiness is what you should aspire to. And you wait for the bubble to burst, and it doesn't" ... "Compared to this Sex and the City 2 is a call to arms for the dispossessed masses of the world."

4. Revolver - AGAIN

"Watching Guy Ritchie's "Revolver" will make you want to pour petrol on your head and set fire to yourself. It's not that Revolver is just bad - it's that it's so mind-buggeringly,intestine-stranglingly hideous that you actually start to worry about the mental state of its creator. Honestly, if I was a doctor and somebody walked into my surgery and pitched Revolver, I would reach for the medicine cabinet forthwith."

3. Pirates of the Caribbean: At World's End

"Never was a film more accurately named. If you pay money to go and see Pirates of the Caribbean it's your own fault and you're bringing down the collapse of western civilisation."

2. Star Wars Episode 1: The Phantom Menace

"Episode 2 is better than Episode 1, but then so is slamming your head in a car door."

1. Transformers: Dark of the Moon

"In two years time, when the whole thing has gone down, when the ship has sunk, when civilization has been reduced to some crying, weeping, wailing child after rivers - sloughs - of this horrible vulgarization of what was once a children's toy, I want a letter - I WANT A LETTER - saying 'I'm sorry'."

Back to the Top Forty tomorrow, but there's more Kermode to come...

20: The Princess Bride

"Hello. My name is Inigo Montoya. You killed my father. Prepare to die."

This is another one where it's on the border between being truly of its genre and being a parody of it genre: the love/adventure/quirky thing is played out very carefully and the humour so drily (Billy Crystal's appearance apart) that you wonder if it's actually totally serious. But then you look at the director and realise it was made by the same guy who did This Is Spinal Tap and conclude that there is an underlying current of parody taking place. And once you can place the film in that particular frame of reference, it becomes a total delight to watch - and like the Blues Brothers, it's one you can watch over and over and it gets better each time.

The story itself is actually quite strong when you consider that most people remember the set-piece scenes, the characters and the quotes rather than the plot itself. But when you think about what actually happens, you realise that William Goldman's original novel was very strongly plotted with twists and turns and a good amount of character depth. The reason most people don't appreciate this, however, is because the rest of the film is so strong: the ensemble cast (including Peter Cook no less, more about him in a later list...), the scenery, the music (Mark Knopfler again, feel free to flick over to the Top 5 songs in the music list if you've forgotten about him already) and the quotes...

"You only think I guessed wrong! That's what's so funny! I switched glasses when your back was turned! Ha ha! You fool! You fell victim to one of the classic blunders - The most famous of which is "never get involved in a land war in Asia" - but only slightly less well-known is this: "Never go in against a Sicilian when death is on the line"! Ha ha ha ha ha ha ha!"

"We'll never survive!" - "Nonsense. You're only saying that because no one ever has."

And you know what's coming last...

"Hello. My name is Inigo Montoya. You killed my father. Prepare to die."

Mark Kermode reviews films for BBC Radio Five Live and, besides often quoting that line along with his sidekick presenter Simon "straight to the heart of the periphery' Mayo, uses The Princess Bride as something of a standard against which to judge other movies of a similar tone. In particular, I recall the review of Disney's "Enchanted" in 2007 where Amy Adams played a typical Disney animation princess who is thrown into the 'real world' - Kermode's strong recommendation of this film included the notion that "It's not 'The Princess Bride' but very few things will ever reach that level'" - the mere fact of comparison to The Princess Bride, even if the other movie isn't as good, is a recommendation in itself.

But most importantly, we need to do this one last time:

"Hello. My name is Inigo Montoya. You killed my father. Prepare to die."

21: The Blues Brothers

The funny thing about Blue Brothers is that I didn't particularly like it the first time I saw it. I thought the plot was vague, the cameos were forced and the car chases were over-the-top. But about three years later I still recalled the car chase scene and thought 'I'd quite like to see that again'.

So I did, and realised it's not an actual film in that regard. It's comedy both within the storyline itself and also making fun of the genre of car-chase movies and musical-cameo movies. And it does it with car chases of such incredulity, and musical cameos of such incredible talent, that you just have to enjoy it. From the Nazis to the police chases, from the country-and-western bar in Kokomo (hang on, Kokomo?) to the bizarre actions of Carrie Fisher's character, you sit there and cheer with every scene, and it becomes better the more times you watch it.

I'm told that Dan Aykroyd had never written a movie script prior to this, and he had no clue how to do it. All I can say to that is that maybe more people who don't know how to write movie scripts should be allowed to do so.

Espeically if they're on a mission from God.

22: The Italian Job (1969)

So many classic moments. Not just the visual effects of having the coloured Minis driving through the back streets of Turin, but the wonderful cast put together to include Michael Caine at his absolute peak, Noel Coward of all people ruling the roost from behind bars and even Benny Hill as the somewhat 'troubled' scientist. Add some music by Quincy Jones, references to the England football team (the current World Cup holders) and you have a joyous portrait of 1969 as well as a tremendous story.

Then you watch it again and enjoy the performances even more. The quotes are legendary:

"'You must have shot an awful lot of tigers, Sir' - 'Yes, I used a machine gun'"

"Just remember this - in this country they drive on the wrong side of the road."

And of course...

"You're only supposed to blow the bloody doors off!"

And then there's the Self-Preservation Society song and the frankly bizarre ending, the bus teetering over the edge of a cliff with no way out unless they lose all the gold. All set up for a sequel.. which of course never happened, so that means it's up to us to figure out what Michael Caine's "great idea" was. In 2009 the Royal Society of Chemistry ran a competition to find the best scientifically-sound solution, the only conditions being it took less than thirty minutes and did not use a helicopter. You can read about the winning solution here, but it just goes to show how deeply ingrained the film is in the UK's national consciousness to still be not only recognisable but causing debate after 40 years.

Just like me, right?

23: Schindler's List

Well, this blows away the arguments about a film making this list because it's fun or because you want to watch it over and over. I've seen Schindler's List twice in my life, and that's one time too many. But everyone, everyone needs to see it once.

The direction and the story is, of course, very strong - award-winning strong. And those two elements combine powerfully to produce something that can only be described as heavy, a weight on your shoulders that will re-emerge and burden you again every time you even think about the movie. There's no real sense of hope here - what Schindler did was amazing, brave and very important, but the backdrop of the reality of the holocaust is such that you know all he did was a drop in the ocean. He was a good man, and that is clearly demonstrated in the film, but the background situation is so insanely evil that even after all these years I find it hard to think about the atrocities depicted in the film, knowing they were not only accurate but probably understated and also within living memory. And that outweighs the good Schindler was able to do, even though he's depicted very fairly. The holocaust is just too much bad.

To be clear, then: Schindler's List is in the Top 40 because of the sheer power of the film. Not in any way because I want to watch it again.

24: Frozen

And this isn't just because I have two pre-school-age daughters. Although, frankly, that's a part of it - without them I wouldn't have probably ever seen this film.

It's a strong story - a very loose retelling of 'The Snow Queen' but where the backstory is that the Snow Queen herself is essentially a victim of circumstance also. As I understand it, Disney intially thought the big strong concept in the film was of Anna, the younger sister, being the hero and trudging off through the snow to rescue her sister, and that it would therefore be Anna who would be the central character and role model for all the little girls watching it. Oh no, Disney, not even close.

Thing is, if you put an older sister in a stunning flowing dress with magical powers that she can't quite control, and give her the best song of the film, AND have that 'I can't quite be accepted by my family, I need to run away because I'm a little bit different' pre-teen thing going on, who do you THINK the girls are going to identify with? And that's what happened: Frozen came out and was huge, massive, [insert size-based adjective here] - stayed in the cinemas for months, the DVD release was an even bigger success, and Disney stores had to ration/auction the limited run of merchandise from the initial release because demand was so huge. Case-in-point - while searching eBay for Elsa dresses (because they weren't available anywhere else) during the first half of 2014 I saw one for a starting price of $1200. $1200! That was the going rate, apparently. Sheesh. I love my daughters but for $1200 I'd want a talking snowman to go with it.

Anyway - the movie IS good, really good, the story holds up to frequent re-watching (just as well really) and the soundtrack is, of course, totally first-rate, even if 'Let It Go' really is just another four-chord wonder. Wonderful characters - Olaf is a very special creation - and very special treats for those watching closely: yes, Rapunzel is there, but so - if you look very closely in the right spot at the right time - is Tiana from 'The Princess and the Frog'. Now THAT kind of Easter Egg is what pre-school girls like.

But even then, does that put it in the Top 40 when there's no place for 'Star Wars' and no place for 'The Godfather' and no place for 'Repo Man'? Answer: yes, because I enjoyed it more on first watching and enjoyed it more on subsequent watching, and today would rather watch Frozen that either of the other two. The fact I have two little girls is bonus points, although it's probably true that without them I'd never have paid it the slightest bit of attention in the first place.

25: Beverly Hills Cop

I know that to some extent, the inclusion of Beverly Hills Cop is like including T'Pau songs in the music Top 40. It's mid-80s pop-culture and on reflection may seem a little dated, or at least seem like you haven't paid any attention to it since about 1993 and mostly forgotten it ever existed.

But here's the thing: Beverly Hills Cop won an Oscar, and not just any Oscar, but "Best Writing (Original Screenplay)" which is frankly a pretty big deal. The fact that Eddie Murphy wasn't involved with the project until two weeks prior to filming seems impossible to believe: it seems to have been written especially as a vehicle for the kind of character he played for the next ten years. Fast-talking, so clever, so funny and perfect for the role which was originally supposed to be a straight action hero, probably played by Sylvester Stallone.

And that's why it's in the Top 40. Murphy's portrayal - able to slip so easily between humorous and seriously dramatic - brings a relatively two-dimensional storyline to life (although not as two-dimensional as the sequel movie) (and we're not even going to talk about the third movie, which was unimaginably awful compared to the first). The direction keeps everything at a good pace, the supporting actors are good and overall it's re-watchable many times over - but all the time you're looking at Eddie Murphy, dominating the screen with his tremendous charisma, and wondering what on earth he's going to do next.

And put the soundtrack on there - "Axel F" is standout, obviously, but Glenn Frey's "The Heat Is On" was a huge hit back then also - and you have a winner, all round. Yes, there are 24 above it in the list, but this one is seriously good and worth another look after all these years.

26: Groundhog Day

The funny thing about 'time loop' movies and TV shows is that in theory you need to watch it far fewer times to get an appreciation of whats going on, since so much repetition takes place in the single viewing you have. However the statistics show that Groundhog Day was only reasonably successful to good, if unremarkable, reviews on its initial release and yet over the years has been rewatched enough that it has risen to a mighty 96% 'fresh' rating on Rotten Tomatoes.

I saw it at the cinema when it came out in 1993, and liked it a lot. I liked it because I'd heard adverts on the radio for it so I knew what was coming in terms of the basic story setup. I liked it because I knew both Bill Murray and Andie MacDowell from previous films, and liked their work very much (Bill Murray in particular I thought was extremely funny). And I liked it because it was fresh, different, not like anything I'd seen before, and it was funny - understated and deadpan as Murray's best work is, but really really funny. And as a comedy fan (wait until we start talking about the top radio shows ever) that counts for a lot. Funny, even when he repeatedly commits suicide, which frankly is a very unfunny subject.

And the fact that you don't know quite how it's going to end - that counts for a lot also. If you think about it during the movie - and I'm not sure I did during my first viewing since I was so engrossed in the story and the performances - you could predict that there would be some kind of resolution, some kind of escape from the time loop - but like Murray's character, you really can't think what it would be. And while the final escape is arguably weak (seems like fate determined that he had to spend the day perfectly according to some Hollywood director's definition of perfection), it does give you a sense of completion.

But then you watch it again, and again, and again. And appreciate the subtleties more each time. And the humour. And the performances. And the story. It's just really good.

And, like Truman Show, like Cast Away, the question is: what would YOU do? And what's interesting is that it's the exact opposite of Cast Away in that sense - the problem is not can you find a way to survive and how do you deal with it, it's that you are essentially guaranteed to survive whatever you do, and how do you deal with that?

But mainly it's funny.

27: Gone In 60 Seconds (2000)

So here are the statistics: Dead Poets Society gets an 85% reviewer rating on Rotton Tomatoes, whereas Gone in 60 Seconds gets a mighty 24%. So how is the latter higher than the former on my Top 40 At 40?

Well, here's part of the answer: the audience appreciation on Rotton Tomatoes for Gone in 60 Seconds is 77%, which isn't too shabby. It doesn't match the 92% for Dead Poets Society but it does show you that, in general, your average viewer likes this film a lot more than the critics do. As one reviewer says, "check your brain at the door and enjoy with popcorn".

But for me it's a fun movie, with a few fun car chases (yes it could have done with more), a few confused plot lines (we probably don't need that many characters unless we're going to actually give them something to do) and a fun fun soundtrack. It's almost like watching someone play a computer game where you have a clear task set out for you - in fact I seem to recall there was a mission exactly like this in GTA San Andreas. And watching that is kind of fun.

And then you have Christopher Eccleston in it, and you get major bonus points for that, even if just for the fact that when he falls from a great height and dies at the end of the movie you can say "no it's ok, he's just going to regenerate into David Tennant".

And I'll watch it again, in an instant. Even though I don't particularly like Nicholas Cage, I'll watch it. Even though it's not as deep or thought-provoking as the 'Three Colors' trilogy, I'll watch it.

Because it's fun. And it's my list.

28: Dead Poets Society

Probably Robin Williams' most successful role - and that's saying something. I first watched it at the cinema aged 14 and came out with two impressions: firstly that this film wasn't the great thing the reviewers cracked it up to be, and secondly that the guy from Mork and Mindy was very good.

Over the years I've watched it several more times and to some extent the film has grown up with me - when I was younger I saw only the point of view of the boys themselves and thought about what it would have been like to go to that kind of school in that kind of period, and how the initial scenes of school terms beginning in early autumn are the same wherever and whenever you go to school. And as I've grown older I've learned to see a little more from the perspective of the adults in the family - Williams' character, the other teachers, the Principal and the parents. Not that any of that helps explain the storyline at all - as far as I can see, everyone messed up pretty badly both in the lead-up to the suicide and the ensuing cover-up - but it does show how we change as we get older.

And of course the final scene is beautiful, right from the overal concept of 'O Captain My Captain' and standing on the desks (and the fact that it was led by the shyest member of the class) through to the little details such as which of the class stood and which did not (even though some were only very very minor characters in the overall story). Williams played the role - and that scene in particular - with a wonderfully understated grace which, although he attempted it again, he was never able to totally recapture (looking in your direction 'Good Will Hunting').

Wonderful direction, strong story, good acting. Are there really 27 movies better than this?

29: Mars Attacks!

The thing is, at the time it was made and released there were a spate of movies along the same lines. 'Independence Day' is the classic comparison piece (the biggest B-movie in history), but work on Mars Attacks! actually pre-dated Independence Day. Of course the real comparisons are to the 1950s B-movies such as 'The Day The Earth Stood Still' and beyond that all the way back to H.G. Wells and 'The War Of The Worlds' which is the same basic premise. And we can talk about the ensemble cast, the gloriously consistent approach of the Martians (response to any appeals for peace is along the lines of ok, shake hands, ZAP ha ha ha killed you) and some really classic Tim Burton direction and artistic effects.

But it's Slim Whitman and Tom Jones who win it for me - the idea that Whitman's yodelling country music is the only thing capable of destroying the Martians (compare with the bacteria and viruses of H.G. Wells' original story), and the secondary notion that the post-apocalyptic world will begin with Tom Jones singing "It's not unusual" while surviving wildlife flocks to his side just like in a Disney princess scene. Wonderful, gloriously crazy and so off-the-wall you just have to enjoy it.

Thank you Tim Burton, thank you everyone. And when the aliens do eventually invade, at least it gives us something else to try when the nuclear weapons don't work.

30: Butch Cassidy and the Sundance Kid

I'll say it again: I don't really like westerns. There's this one, there's The Shootist down at number 38, and that's it for the Top 40, although I will say that "Once Upon A Time in The West" came very close, primarily because of the soundtrack, and actually the brat-pack "Young Guns" almost made it for enjoyability value alone. But aside from those, no Clint Eastwood classics, no more John Wayne, nothing. Meaning, I suppose, that this one must be my favourite western of all time.

And it is good, there's no doubt about it. While critics in 1969 gave it a mixed response, and apparently studios initially turned it down because they didn't like the concept of the heroes escaping to South America, it's a strong story and fascinating (as with a lot of westerns) because it is based on actual events. But unlike your typical western, they didn't always win, they didn't always try to remain outside the law and a lot of their later life really was based on 'can we find a way to even survive' rather than the always-in-charge Wayne or Eastwood story.

And it's about the times as well - the classic bicycle scene is wonderful and of course nothing directly to do with the storyline directly, more painting a picture of the times changing. And at that same spot in the film, B.J. Thomas's 'Raindrops keep falling on my head' goes beyond the film itself and right to the culture of the late 1960s and even on to today. The final, inevitable, climactic ending - while not necessarily being to everyone's liking - does round off the tale accurately and comfortably enough that you get closure on the film and feel very much that you got to see the whole story.

Redford and Newman on top form as well, of course, and that only adds to the enjoyment. And that's what it is - a sad story about criminals and their lifestyles that is frankly enjoyable. A contradiction perhaps, but that's what films are all about at the end of the day: entertainment.

31: Amazing Grace

Essentially a biopic of William Wilberforce and his slow, gradual move to legally abolish the slave trade in British statute, this one is full of good performances and good thoughts. While Ioan Gruffudd covers Wilberforce comfortably, the portrayals of John Newton (Albert Finney in vintage form) and particularly Pitt the Younger (an early outing for Benedict Cumberbatch) carry tremendous dramatic weight and make the whole story come to life.

And as you may have gathered by now, one of the things I very much like in films and narratives generally is that I like it when they tell me where today's world comes from. This explains - clearly and without too much artistic licence - what the background was, who the main forces were on both sides and even the clever parliamentary and political manoevrings that Wilberforce and co were able to use to move things in the right direction to finally set up abolition. Add to this the underlying message that principles and good ideas really can become reality with a lifetime of effort, along with a note to our generation today about the importance of politics and legislation, and you have a film that is dramatic, relevant and thought-provoking.

At the very least it's worth watching again now that Benedict Cumberbatch is famous.

32: Life Of Brian

Watching it today I find it astonishing - utterly implausable, in fact - that people considered this film to be blasphemous. The few depictions of the life of Jesus in the film are both entirely in line with Biblical accounts and presented completely fairly. The humour then derives not from ridiculing Jesus, but from the possibilities (not entirely implausible!) of what happened at the fringes of those experiences: the wise men trying to find the new-born baby in the manger and coming to Brian's manger first by mistake, or those at the edge of the crowd at the sermon on the mount who were unable to clearly hear exactly what Jesus was saying ("did he say blessed are the cheese-makers?")

Of course the heart of the objection by the religious establishment of the early 1980s was that the film did, clearly, look to ridicule a type of religious fanaticism that is present in a lot of scenarios, whether first century Palestine or the UK of the late twentieth. The section where the crowd following Brian factionalises on whether his symbol is the sandal or the gourd, while totally missing the point that Brian had no interest in being any kind of leader, raises the point that it's crazy just to follow a fad without looking at the heart of what's going on. Which is again to me a strong argument the Python team were making, probably unconsciously on their part: look at what Jesus actually said and did. And if you do, will you find another Brian, or will you find that there was something else going on?

And so, once we get past all that, we can allow ourselves to relax, sit down and actually enjoy the movie, which contains some of the strongest set-pieces Python ever did - from "he's not the Messiah, he's a very naughty boy" through to "what have the Romans ever done for us", the Judean People's Front Crack Suicide Squad through to "I am Brian of Nazareth and so is my wife". And of course 'Always look on the bright side of life', which was an outside shot at the Top 40 music but didn't make it.

33: The King's Speech

Interesting background, very good performance by Colin Firth and overall a fascinating story covering the father of the current Queen as he dealt with speech impediments and how that can affect you if you're a monarch (there are not a lot of self-help books for that particular scenario, believe it or not). But why does it make the top 40? Two reasons in particular.

Firstly a comment that Colin Firth makes to Michael Gambon (who plays George V, his father) - when discussing how things are done in their family, Firth replies "we're not a family, we're a firm!"   - which frankly gives you more insight into the nature of the UK monarchy than just about any other explanation I've ever heard. Certainly today when asked to justify the continued existence of the British Royal Family, the standard response is economic: that they bring in more in tourism and other such revenue than they cost to maintain. If he really did say that back then, it was a comment far ahead of its time, but either way today it's the best way to understand the British Crown and its reason for continuing.

Secondly, the moment at the end - which I understand did not occur, but would have happened at other times - was when George VI and his wife and their two daughers go out to the balcony and wave to the crowd: that is the very beginning of the group you see today when they do the same thing. Elizabeth is of course grown up and married and has been Queen for a very long time, but her mother and sister were alongside her for a long time before they passed away, and would often be in such balcony appearances. And even though the family is now two, even three generations on, that group of four on the balcony is the beginning of what we know as the Royal Family today.

But on top of all that it's a human story, an enjoyable one and even though George VI did die so soon after the events portrayed in the film, you get the impression that it was a triumph that he was able to at least contain, if not entirely defeat, the speech issues he faced.

34: This Is Spinal Tap

It is said that numerous famous rock musicians and bands do not like 'This Is Spinal Tap' beacuse it's so close to their own experience it's unfunny, and even slightly spooky. It is also said that many people, for many years (continuing to this day) believe 'This Is Spinal Tap' to be an actual documentary about an actual band, despite the fact that the principal actors themselves are famous for many other things. The actors themselves have somewhat perpetuated this by performing shows and even tours as 'Spinal Tap', thereby raising the question of whether they are, in fact, a real band.

The fact remains, however, that the film itself - 'This Is Spinal Tap' - was created originally as a spoof documentary about a pretend rock band, mocking both the musicians of the day and the documentary style itself that is still very familiar today. Mostly ad-libbed and then created by Rob Reiner from editing the huge amount of material this produced, it works on so many levels and even follow-up releases such as the DVDs contain commentary tracks with the actors discussing the movie scene-by-scene actually IN CHARACTER as the band themselves. So, in many ways, 'This Is Spinal Tap' (and indeed the entire universe created around it) can best be seen as a sort of long-form improvisational comedy routine.

Mostly, of course, it's funny. And as a music fan it's fun to watch it just to figure out who (or what) is being parodied at any given moment, and beyond that just to recall the set-piece sketches, whether it's the stonehenge prop disaster, the airport metal detector moment or the spontaneously-combusting drummers. And you just know they must have had a ridiculous amount of quality footage that they simply didn't use. Genius stuff.

And all that without mentioning that it goes up to eleven.

35: The Truman Show

Another 'what if' story: what would you be doing if you were Truman? What would make you sit up and think 'hang on, this isn't real'? And what is it about the world around you today that makes you sit up and think that?

And that's why it works - it's a human story, a good strong narrative but beyond that it raises so many questions at some many levels. All the way from 'what is reality' through 'how can it be ethical to adopt a baby and use a human life in this way?' right through to 'practically, how WOULD you prevent him trying to escape?' and even how you'd handle all the extras, where the holes in the system would be and what's the psychological relationship of Cristof to Truman? And if Kristoff is there, where's Olaf? (Sorry, wrong movie).

But the best way to watch it is just to watch it and enjoy a performance that you wouldn't have thought Jim Carrey was capable of, but as it turns out he's perfect for it: a huge over-actor, here he gets to over-act a dull 1950s straight-man and it suits him down to the ground.

If, of course, the ground is even real.

36: 12 Monkeys

I do need to declare some degree of bias here: the fact that this is a Terry Gilliam movie does give it added points. Frankly Gilliam could make a film about painting a wall in grey and beige and I'd watch it. Not that 12 Monkeys wouldn't have made the list without it being a Terry Gilliam film, but there would be at least a chance that I'd simply have passed it by and never watched it.

That said, once you get into it you do forget that it's Terry Gilliam, at least the first couple of times through. This is because not only is the cast list absolutely first-rate - Bruce Willis was NOT the first choice for this role, I understand, but frankly can you imagine anyone else doing it (least of all Nick Nolte)? Bruce Willis has this way of doing 'action hero' without making it totally unbelievable that he has vulnerabilities, a subtlety to his acting that many of his peers simply don't have. And then the story, the story...

The thing is, you really don't know where it's going next, but somehow when it does go all over the place (and it does: first world war, really?) you are able to follow it and just go with it, however crazy it may seem. And by the end you've seen the loose ends pretty much all tied up, along with a good prototype of the paradoxical time-loop plot thing that Steven Moffat likes to use in Doctor Who every week (where something causes itself). And at the end you breathe, and think 'wow, that was a journey but we made it' and the slightly ambiguous ending gives you hope without letting you know that everything is totally resolved and the virus is going to be stopped.

Thoroughly enjoyable, re-watchable and with enough twists and turns to keep everyone interested without being able to predict what's going to happen. And bonus Gilliam points as well.

37: Frost/Nixon

The original interviews are, of course, legendary - the moment when David Frost essentially got Richard Nixon to admit to criminal behaviour and apologise to the nation. And in this movie, Peter Morgan adapts his own stage-play version of the events to the big screen. Michael Sheen and Frank Langella play the leads and, with some artistic licence (the late-night phone call mainly) they recreate both the background to the interviews and the sessions themselves. And the movie - since its release in 2008 - has been a critical and commercial success, not setting the world alight by any means, but justifying its existence and its budget.

So why is it in the Top 40 when, say, 'Life Is Beautiful' is not? Primarily because of a couple of very well-judged, well-written and amazingly-directed scenes. Firstly the moments when Frost realises the only way it's going to get decent television viewership is by syndicating the interviews - as the movie puts it "buying a network for the night". The sheer amount of investment of both money and reputation that went into this thing was enormous, and represented an enormous gamble by Frost. And I never knew that before this film - quite how much Frost put on the line for this, and what it would have cost him if it didn't work.

And secondly, of course, is Frank Langella's performance, particularly in the climactic scenes where he gloriously and deliberately stumbles his Nixon persona to a place where he can only say "when the President does it, that means it's not illegal." And the audience of the film, even though it already knows all this and probably has already seen the original interviews, is mermerised and stunned by what is happening on the screen. To be able to do that on a recreation of existing and known filmed content - and be able to draw such drama out of it even though it's not the original - is an amazing achievement.

And of course once you've seen the movie, the next thing you want to do is watch the original interviews again. Which is a further achievement in itself.

38: The Shootist

I don't particularly like Westerns and I don't particularly like John Wayne. So when my Dad sat me down and encouraged me to watch The Shootist with him, I did so much more out of a sense of duty rather than any expectation of cinematic greatness. And yet here it is in the list, and indeed I've watched it several times since that original viewing, and it always strikes me as fascinating because of what it says about the times - both the time the movie was set and the time the movie was made - as much as for the usually-trotted-out piece that it was essentially all about John Wayne.

The premise is this: John Wayne plays an old cowboy in the year 1901 and doesn't really know how to handle both getting old and the fact that his old wild west seems to be ceasing to exist. Add to that the fact that his doctor friend has just diagnosed him with terminal cancer, this old boy just wants to go out a way of his own choosing. So he comes to town, gets to know a few people, he reads a newspaper, organises a shoot-out in a bar and dies in said shoot-out.

And the usual thing trotted out at this point is the following: this was John Wayne's last movie, after he had already lost one lung to cancer and knew he didn't have long to live, and thus the movie is a reflection of the man. Right? Well, maybe, but that's not the point for me. What struck me the most was the observations of the townspeople during the film.

Firstly you had the mother-and-son combination of Lauren Bacall and Ron Howard, and Wayne's uncertainty over whether a rough, gun-toting (read: very capable of killing people) cowboy is the right role model for a young lad in the new century. Which is interestingly played out all the way through.

But even more so was Wayne's confrontations with the town marshall, played by Harry Morgan (yes him from MASH). Morgan's character makes it clear that there's no place for old cowboys in the new world they're trying to create:

"The old days are gone, and you don't know it. We've got waterworks, telephones, lights. We'll have our streetcar electrified next year, and we've started to pave the streets. We've still got some weeding to do, but once we're rid of people like you we'll have a goddamn Garden of Eden here. To put it in a nutshell, you've plain, plumb outlived your time."

And that was the quote I always remember. In 1901, when people were planning and building the towns, cities and what has become the 'urban jungles' of today, the people of the time really, honestly thought they were building a "Garden of Eden". That was the vision behind our cities today, our concrete wastelands, our brownfield sites, our dilapidated city centres and our urban sprawls. It was supposed to be a Garden of Eden. And the people at the time really thought that.

And maybe I'm over-reacting but that one line has stuck with me all these years, helping me understand how our world - our urban world of the UK and US at least - came to be the way it is. And it was John Wayne who took me there.