Forget Me Nots

10. MICHAEL TOLKIN (writer, The Player, writer-director, The New Age). "I saw George Axelrod's Lord Love a Duck when I was in college, and I wondered why no one knew this movie. I thought it was as incredibly funny and sharp in its way as Dr. Strangelove. There were such delicious, black-comic ideas like the cashmere sweater club that Tuesday Weld belongs to. Comedies tend to get overlooked; they aren't taken as seriously as they should be."

11. CHRISTOPHER MÜNCH (The Hours and Times, Color of a Brisk and Leaping Day). "I think Stanley Kubrick's Barry Lyndon was unappreciated in America, though it was very much appreciated in Europe. It was attacked for having a weak story, because it was beautifully photographed. Actually, Barry Lyndon has a strongly structured narrative with good characters. The historical detail was meticulous but not overpowering. Sometimes the art direction overwhelms a movie because the other elements are feeble. But in Barry Lyndon the art direction serves the story."

12. MICHAEL LEHMANN (Heathers, The Truth About Cats and Dogs). "Seconds, directed by John Frankenheimer, is the first movie that popped into my head. In some ways it's dated, but it's still a terrific movie. It's a hard movie to see. I'm constantly telling people to track it down. I told one of the cameramen I worked with to look at James Wong Howe's phenomenal cinematography. The movie has a great performance by John Randolph, and also a very understated, very natural performance by Rock Hudson. I worked for Francis Coppola on Rumble Fish, and I felt he was going back to the style of Seconds when he made that movie."

13. CARL FRANKLIN (One False Move, Devil in a Blue Dress). "Quick Change isn't one of the great movies of all time, but it stands out in my mind. People were howling when I saw it, but it stayed in theaters about a week. I saw it again on cable. In fact, I've found myself enjoying that movie over and over again. The urgency of the situation was intense and funny. Bill Murray, Geena Davis and Randy Quaid were all good, and the actor who played the cab driver [Tony Shalhoub] was hilarious."

14. STACY COCHRAN (My New Gun, Boys). "Everyone hated A Perfect World. That came and went so quickly. I was getting marched into corners when I told people I loved that. But I thought Kevin Costner was fantastic. I was completely moved and transported. No one else was. Another Clint Eastwood movie that I liked was The Beguiled. To a little girl growing up in New Jersey, that was exactly how I wanted to see him--trapped and helpless."

15. JOEL SCHUMACHER (Batman Forever, A Time to Kill). "My favorite film of all time is The Cook, The Thief, His Wife & Her Lover. It's a savage tone poem to greed and sex and violence. Whenever I mention that at a junket, people will say to me, 'You're sick, Joel.' Most people don't rush to see a film about cannibalism, but it's Peter Greenaway's greatest film."

16. BARRY LEVINSON (Rain Man, Avalon). 'I Remember Mama is completely outside the zone of things we want to embrace at this time. Because it's sentimental, we discard it. The title alone makes you want to stick your finger down your throat. But it's actually extremely well directed by George Stevens. Irene Dunne gives an exceptional performance, and the film really captures the feeling of a first generation American family."

17. ADRIAN LYNE (Fatal Attraction, Lolita). ''Brief Encounter was admired when it first came out, but people never seem to speak of it today. They talk of David Lean's other movies--the Dickens films and Lawrence of Arabia. But I think Brief Encounter is his best picture. It's the most glorious love story. There's a particular shot that I love, when Trevor Howard has left for the last time, and Celia Johnson runs out onto the platform with the thought of suicide. The camera starts to tilt and keeps tilting, so that you think you're inside her head. I don't know how he got that shot. I met David Lean at Cannes one year, and I asked him about it. At first he claimed not to remember, but when I pressed him, he talked about another director who had ripped that shot off. Lean wasn't the nicest man, but Brief Encounter is still a devastating movie."

18. JOHN FRANKENHEIMER (Andersonville, Seconds). "The Battle of Algiers is unknown today except among real cinephiles. Even most directors have never heard of it. I think the movie has been completely forgotten. But it was never that well-known in this country except among a very highbrow art-house crowd. It's the definitive movie using documentary technique in drama. Pontecorvo did a brilliant job. I run it for every crew before I start a movie,"

19. JAMES TOBACK (screenwriter, Bugsy; writer-director, Fingers). "I like two movies from Charles Bukowski's writings, Barfly and Tales of Ordinary Madness. Both of them are completely uncharacteristic of what movies are supposed to be. They're about what happens after you fall through the bottom, in other movies about characters on the edge of disaster, they usually prevail. In those two movies, by contrast, there's no resurrection. Both movies had directors with an acute, unsentimental feel for that world; it's interesting that both were non-Americans, Barbet Schroeder and Marco Ferreri. Barfly had a few cult supporters, but it came and went quickly. Tales of Ordinary Madness, on the other hand, was completely ridiculed and panned. I guess it's because falling through the bottom is not something most people want to look at. It's like averting your eyes from a homeless person."

20. JOHN CARPENTER (Starman, John Carpenter's Escape From LA.). "The ultimate underrated movie is Orson Welles's Falstaff [aka Chimes at Midnight]. It was destroyed by The New York Times, and it just disappeared. But it's one of Welles's most brilliant films. As usual, Welles ran out of money, the sound is out of sync, it's shot in grainy black and white, but it's a masterpiece. There's great acting by people like John Gielgud and Jeanne Moreau. The battle sequence is one of the most brilliant I've ever seen. I don't know how he got some of the effects. That sequence has an indelible impression on my brain. I thought I'd never do anything as good as that, and I've proved myself right."

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