497 Movies You Oughta See



Before we get to the actual list I pray you to indulge me for a bit as I give you the backstory behind 497 Movies You Oughta See.

Ever since I started writing movie reviews and people were good enough to read and enjoy them they’ve been asking me a question: “I would love to watch more Westerns/Comedies/War Movies/Horror/Whatever but I just don’t know where to start.” It occurred to me that if I drew up a list of movies in various genres that it would be a good starting point for folks to at least dip their toes in a genre they had little or no knowledge of.

The first incarnation of this list was “250 Movies You Oughta See” that I pretty much drew up on my own. There were some folks who put in their suggestion here and there but most of it was me. And that list I drew up two or three years ago. Since then we’ve seen a lot of movies come out. It occurred to me that it was time that I revised the list dramatically.

And this time I decided that I would open it up and ask members of the BETTER IN THE DARK Facebook group for their input. And boy, did I get it. But I’m really glad I did. I got a lot of movies I wouldn’t have even thought of. And with such a wide and diverse group I was confident I would get an equally wide and diverse range of movies. Which is exactly what I got.

Couple of things. I want to stress that this is not and I repeat not a “Best Movies” list. It’s a “Oughta See” List. Which simply means that these are movies that I and others think you Oughta See because we think they’re pretty damn good movies. But we’re not saying that they’re the best in a given genre so let’s get that out of the way and done.

And it will do no good for you to jump up and down screaming that your favorite Science Fiction or Crime Movies isn’t here. The first and foremost purpose of this list is for fun. It’s not meant to be a comprehensive list of every single movie in every single genre. The best way I would hope that you guys use this list is to scan it and jot down the names of movies that sound good or you’ve been planning to see or that you’ve heard of from friends or movies you just want to take a chance on watching. Okay?

And now, here’s where I thank those BiTD friends who helped me put together this list. And here they are:

Mark Bousquet. Tobias Christopher. Zoe Collins. Kelen Conley. James Dye. Gordon Dymowski. Michael Franzoni. Erik Fromme. Lucas Garrett Don Gates. Orenthal Hawkins. James Hickson. Lonni Susan Holland. Chris Johnson. Matthew Laub. JD Mathis. Tom Moses. Chris Munn. David Olfers. Adam Orchekowski. David A. Pascarella. Arthur Ratnick. Jeffrey Rist. Andrew Salmon. Kenneth Smith. Parker G. Stanfield. Sean Taylor.

Ladies and Gentlemen, thank you all for your time and your suggestions. Some of them were phenomenal. Some were downright dangerous. Others provocative and while still others hilarious. But all are appreciated and I don’t take your participation lightly.

I have run my mouth sufficiently so now it’s time to present the list at last. Enjoy and I hope that this list will enable you to enjoy movies that you would not otherwise have even heard of. Good night and God Bless.



9 TO 5

A Christmas Story


Amazon Women On The Moon

Anchorman: The Legend of Ron Burgundy

Animal House

Arsenic And Old Lace


Better Off Dead

Blazing Saddles


Cannonball Run


Clerks II


Down Periscope


Johnny Dangerously

Midnight Run

Mother, Jugs & Speed

Murder By Death

Never Give A Sucker An Even Break

Office Space



South Park: Bigger, Longer and Uncut

Smokey and The Bandit


The Blues Brothers

The Bride Came C.O.D.

The Kentucky Fried Movie

Trains, Planes & Automobiles

Tropic Thunder


Young Frankenstein


A Clockwork Orange

A Face in The Crowd

A Raisin in The Sun

As Good As It Gets



Black Narcissus

Boogie Nights


Citizen Kane

Germany Year Zero



Imitation of Life


Legends of The Fall


Master & Commander

Nothing But A Man

On The Beach

Raging Bull


Schindler’s List

Seven Samurai

Shawshank Redemption


Taxi Driver

The Bad and The Beautiful

The Grapes of Wrath

The Lion In Winter

The Ten Commandments

The Third Man


To Have and Have Not

To Sir, With Love


Twelve Angry Men (both versions)

Gone With The Wind

Cape Fear (both versions)

Falling Down




Jason And The Argonauts



Star Wars

The Adventures Of Baron Munchausen

The Empire Strikes Back

The Green Pastures

The Neverending Story

The Princess Bride

The Seventh Seal

The Sword And The Sorcerer

The Thief Of Bagdad (1940)

The Wizard of Oz

Time Bandits

Willy Wonka & The Chocolate Factory (1971)


A League of Their Own

Brian’s Song

Cool Runnings

Eight Men Out

Field of Dreams

Friday Night Lights

He Got Game

Hoop Dreams


Necessary Roughness

Pride Of The Yankees

Remember The Titans



The Bingo Long Traveling All-Stars And Motor Kings

The Sandlot

The Wrestler

When We Were Kings

White Men Can’t Jump


An Angel At My Table

Bright Star


Dirty Dancing

Fried Green Tomatoes

He’s Just Not That Into You

How Stella Got Her Groove Back

How To Marry A Millionaire

Love Story

Pretty Woman

Sense and Sensibility

Spice World

Steel Magnolias

Terms of Endearment

Thelma & Louise

The Bridges of Madison County

The English Patient

The First Wives Club

The Notebook

The Piano

The Proposal

The Red Shoes

Under A Tuscany Sun

The Way We Were

Waiting to Exhale

What Women Want

When Harry Met Sally


12 Monkeys

2001: A Space Odyssey

A.I.: Artificial Intelligence


Children Of Men

Close Encounters of The Third Kind

Back To The Future Trilogy

Blade Runner

Dark City

Dr. Cyclops

Enemy Mine


Forbidden Planet


La Jetee



Planet of The Apes



Star Trek II: Wrath of Khan


Soylent Green

The Blob (both versions)

The Bride of Frankenstein

The Fountain




48 Hours


All Through The Night

Beverly Hills Cop

Big Trouble In Little China

Die Hard Series

Dr. No

Enter The Dragon


Escape From New York

Indiana Jones Series

Jurassic Park

Lethal Weapon Series

King Kong (Original & Peter Jackson remake)

Mad Max

National Treasure

Passenger 57


Raiders of The Lost Ark


Silver Streak

Tango & Cash

Terminator 2: Judgment Day

The 13th Warrior

The Fifth Element

The Hidden Fortress

The Last Dragon

The Road Warrior

The Terminator


3:10 To Yuma (both versions)


Bend In The River

Butch Cassidy & The Sundance Kid

Cat Ballou

Dead Man

Duel at Diablo

El Dorado

Forty Guns


High Noon

Lonesome Dove

My Name Is Nobody

Once Upon A Time In The West

Open Range

Pat Garrett & Billy The Kid

Quigley Down Under

Ride The High Country

Rio Bravo



The Angel and The Badman

The Good, The Bad And The Ugly

The Magnificent Seven

The Man Who Shot Liberty Valance

The Missouri Breaks

The Outlaw

The Professionals

The Quick And The Dead

The Searchers

Valdez Is Coming

Vera Cruz

The Virginian

The War Wagon

The Wild Bunch

The Wrath of God

Two Mules For Sister Sarah


True Grit




A Funny Thing Happened On The Way To The Forum

A Hard Day’s Night

Cabin In The Sky






Guys And Dolls



Jailhouse Rock

How To Succeed In Business Without Really Trying

Jesus Christ, Superstar

Little Shop of Horrors

Mamma Mia

Moulin Rouge

Pennies From Heaven

Showboat (1936)

Singin’ In the Rain

South Pacific

The Apple

The Music Man

The Sound of Music

The Umbrellas of Cherbourg



West Side Story

The Wiz


Apocalypse Now Redux

Band of Brothers

Blackhawk Down

Fixed Bayonets!

Full Metal Jacket

Hamburger Hill

Inglourious Basterds

Kelly’s Heroes

Letters From Iwo Jima


Paths of Glory


Red Tails

Saving Private Ryan

The Big Red One

The Bridge Over The River Kwai

The Dirty Dozen

The Hurt Locker

The Steel Helmet

The Thin Red Line

Three Kings

Tuskegee Airmen

We Were Soldiers

Where Eagles Dare


American Werewolf in London

Angel Heart

Behind The Mask: The Rise of Leslie Vernon

Cabin In The Woods



Carnival of Souls

Dawn of The Dead

Demon Seed

Event Horizon


House on Haunted Hill (1959)


Let’s Scare Jessica To Death

Night of The Hunter

Night of The Living Dead

Nightmare on Elm Street




Stir of Echoes


The Abominable Dr. Phibes

The Beyond

The Birds

The Black Cat

The Cabinet of Dr. Caligari

The Changeling

The Crazies (both versions)

The Exorcist

The Haunting (1963)

The Invisible Man

The Island of Lost Souls

The Last Man on Earth

The Thing (both versions)

Trick ‘R Treat


Battle Royale

Barton Fink

Big Fish

Blue Velvet

Buckaroo Banzai


City of Lost Children


Day Watch


Donnie Darko

Edward Scissorhands



Hudson Hawk

Ichi The Killer



Liquid Sky

Miracle Mile

Mulholland Drive

Naked Lunch

Night Watch


Repo Man

Six String Samurai

Speed Racer

The Big Lebowski

The Cell

The Cook, The Thief, His Wife and Her Lover

The Point

The Thirteenth Floor

Time Bandits


Who Framed Roger Rabbit?


A Rage In Harlem

Bonnie & Clyde

Charlie Varrick

Cotton Comes To Harlem


Double Indemnity

Donnie Brasco


Ghost Dog: Way of The Samurai



High Sierra


Jackie Brown

King of New York

L.A. Confidential

Last Man Standing

Little Caesar


Miller’s Crossing

New Jack City

Ocean’s Eleven (both versions)

Once Upon A Time In America

Pickup on South Street

Pulp Fiction

Scarface (both versions)

Shadow of a Doubt


Silence of The Lambs

Sin City

The Big Sleep

The Conversation

The Departed

The Godfather Trilogy

The Italian Job

The Maltese Falcon

The Taking of Pelham One Two Three

The Thin Man

The Third Man

The Usual Suspects

Touch of Evil



Batman (1969)

Batman (1989)

Batman Returns

Batman: Mask of The Phantasm

Batman Trilogy


Blade 2

Captain America: The First Avenger


Danger: Diabolik

Dick Tracy

Doctor Strange



Hellboy and The Golden Army


Incredible Hulk

Iron Man

Iron Man 2

Meteor Man

Nick Fury, Agent of S.H.I.E.L.D.

Remo Williams: The Adventure Begins

Sky Captain and The World of Tomorrow

Sky High


Spider-Man 2


Superman II: The Richard Donner Cut

The Avengers

The Incredibles

The Phantom

The Adventures of Captain Marvel (1941 serial)

The Adventures of Sharkboy and Lavagirl

The Rocketeer

The Shadow



V For Vendetta



X-Men 2

X-Men: First Class

X-Men Origins: Wolverine


A Boy Named Charlie Brown


American Pop


Beauty and The Beast

Chicken Run

Cloudy With A Chance of Meatballs

Cool World

Despicable Me


Fantastic Planet

Finding Nemo

Fire & Ice

Ghost In The Shell

Grave of The Fireflies

Happy Feet

Heavy Metal

How To Train Your Dragon

Iron Giant

Laputa: Castle In The Sky

Lilo And Stitch


Princess Mononoke

Rock and Rule

South Park: Bigger, Longer and Uncut

Spirited Away



The Aristocats

The Castle of Cagliostro

The Jungle Book

The Lion King

The Triplets of Belleville

The Tune

Toy Story

Toy Story 3


Waking Life




Hunt For Red October

In Like Flint

North by Northwest


The Good Shepard

The James Bond Series

The Jason Bourne Trilogy

The Spy Who Came In From The Cold

The Manchurian Candidate (1962)

The Professional


Safe House



Spy Game

Three Days of The Condor


Mission: Impossible-Ghost Protocol


Paramount Pictures

Directed by Brad Bird

Produced by Tom Cruise, J.J. Abrams and Bryan Burk

Written by Andre Nemec and Josh Applebaum

Based on the television series “Mission: Impossible” created by Bruce Geller

Unlike a lot of people I really don’t have anything against the MISSION: IMPOSSIBLE film series.  The major argument people always throw at me is that it’s not the TV series.  Well, of course it’s not.  The only way to make it faithful to the TV series would be to get together a group of little known, semi-retired or B/C list actors in an ensemble piece.  Once I heard that Tom Cruise was going to be starring in the first one, I knew it was going to be his movie all the way.

And to be honest, I don’t have a problem with that.  America needs her own world-saving superspy and Cruise’s Ethan Hunt has been doing a respectable job in the four movies to date.  I liked “Mission: Impossible” directed by Brian DePalma even though I think it deplorable what they did to the Jim Phelps character.   The second one was a let-down.  If it had been any other director, it would have been a home run but I was expecting more from John Woo.  Not that “Mission: Impossible II” was a bad movie.  It was my own fault for having such high expectations.  “Mission: Impossible III” was just okay.  Again, not that it was a bad movie and I enjoyed seeing Seymour Philip Hoffman play a bad guy as much as he appeared to be enjoying it.  But ten minutes after seeing that movie, I couldn’t begin to tell you what it was about.

But I’m glad to be able to say that MISSION: IMPOSSIBLE-GHOST PROTOCOL knocks it out of the park.  For me it’s the most satisfying and exciting of the four.  Wonderful globetrotting locations, great action, phenomenal stunts and engaging characters tied into a plot that wouldn’t be out of place in a Cold War era James Bond movie adds up to an entertaining package.

Ethan Hunt (Tom Cruise) is broken out of a Moscow prison by IMF agents Benji Dunn (Simon Pegg) and Jane Carter (Paula Patton) who need him to infiltrate The Kremlin.  Carter, Dunn and another agent, Trevor Hanaway (Josh Holloway) were working a mission involving the interception of a courier working for a shadow agent codenamed Cobalt.  Hanaway was killed during the mission and now Jane and Benji need Ethan as a replacement to complete the mission.

The mission turns out to be a colossal set-up.  The Kremlin is blown up with Ethan and his team implicated.  The President of The United States invokes The Ghost Protocol which disavows the entire Impossible Mission Force.  Ethan and his team, along with intelligence analyst William Brandt (Jeremy Renner) are considered to be rogue agents.  Despite their having no backup at all, the four elect to pursue Cobalt and clear the IMF force.  It’s during their investigation they learn that Cobalt actually is Kurt Hendricks, a nuclear strategist who believes that nuclear war is necessary for human evolution.  He used the Kremlin bombing as a cover for his theft of a nuclear launch code device and framed the IMF so that he’d be in the clear.  From then on it’s a race against time as Ethan and his team has to stop Cobalt starting World War III.

I really enjoyed how the team aspect of the Mission: Impossible concept was used in this one.  It comes the closest to being faithful to the teamwork in the TV show as everybody on Ethan’s team is essential to the success of the mission and has their role to play.  If one person drops the ball, the mission is screwed.  Add to that the fact that Ethan has never worked with them before.  He’s in a situation where he has to trust them and get them to mesh together as a smoothly functioning machine.  In the previous three movies we’re constantly told what a great team leader Ethan Hunt is but this is the first time that we actually see him working at it.

The movie also has something the previous three didn’t have: some much needed humor thanks to Simon Pegg.  Thankfully, he doesn’t overdo the comedy relief.  He does just enough to enable us to laugh and relax a bit.  Especially during some of the exhilarating and truly harrowing action sequences such as the climbing of the Burj Khalifa tower.  If you have any kind of fear of heights at all, this scene will definitely leave you with no fingernails as I can guarantee you’ll chew them all off while watching.

The story takes some really clever twists and turns and there are resolutions to the sub-plots I honestly didn’t see coming, most notably the sub-plot involving the Jeremy Renner character.  And I loved the opening credits which pays homage to the opening credits of the TV show.

So should you see MISSION: IMPOSSIBLE-GHOST PROTOCOL?  If you’ve seen the first three then you probably already have.  If you’ve never seen any the MISSION: IMPOSSIBLE films then this is a good one to start with.  You don’t have to worry about not having seen the first three to understand this as the writers and director get you up to speed on everything you need to know.  And with this movie, Brad Bird, who has done animated features such as “The Incredibles” and “Ratatouille” shows that he’s an action director to watch.  MISSION: IMPOSSIBLE-GHOST PROTOCOL is a terrific action picture.  Go watch and enjoy.

133 minutes


Knight And Day


20th Century Fox

Directed by James Mangold

Produced by Kathy Conrad and Steve Pink

Written by Patrick O’Neill

Is America’s great love affair with Tom Cruise over?  If you look at the numbers then you might be inclined to say ‘yes’.  KNIGHT AND DAY took in nowhere near as much as a Tom Cruise starring movie is supposed to make.  And especially when he’s teamed with Cameron Diaz who has that wonderful grin that somehow manages to be both gorgeous and goofy at the same time.  And both Tom Cruise and Cameron Diaz know how to play comedy and action well so what happened with this movie?

Was it because it hit the theaters at around the same time as “Killers” starring Ashton Kutcher and Catherine Heigl which was a movie that in the trailers looked extraordinarily similar to KNIGHT AND DAY?  Or is that the audience who grew up with Tom Cruise in the 80’s and 90’s have moved on and just don’t want to see him on screen anymore?

June Havens (Cameron Diaz) is trying to get back home to Boston in time to attend her sister’s wedding.  And she keeps bumping into this cute guy with a really engaging grin who introduces himself as Roy Miller (Tom Cruise) who hints that maybe she really shouldn’t get on the same flight with him.  But she’s got a pesky dress fitting she can’t miss and so she gets on the plane.

It never occurs to June to wonder why a flight she was told was overbooked not more than twenty minutes ago is now almost empty except for herself, Roy, the flight crew and half a dozen men who look as if they are not casual travelers.

It isn’t long before the men and the flight crew are revealed to be assassins after Roy.  In between killing them all and steering the plane to a crash landing, Roy explains that they were sent by his ex-partner Fitz (Peter Saarsgard) who has gone rogue.  Fitz is after The Zephyr, a perpetual energy battery.  Roy has The Zephyr and he’s trying to rescue Simon Feck (Royal Dano) the eccentric genius who created/invented The Zephyr.   The situation is complicated because Fitz has convinced his boss (Viola Davis) that it is Roy who’s the rogue and so Roy is on the run from both the bad guys and the good guys.

Roy gets June to Boston and she tries to resume her life but that’s impossible as Roy re-enters her life in spectacularly explosive fashion, rescuing her from CIA hit squads as well as hit men working for the world’s most dangerous arms dealer, Antonio Quintana (Jordi Molla).  And the two of them are off on a world-wide chase to save Simon, keep The Zephyr out of Fitz’s hands and clear Roy’s name.

I really wasn’t all that hot to see KNIGHT AND DAY in the theaters.  Not because I dislike Tom Cruise, who I think is actually a pretty good actor but it looked like just another summer action flick with heaping helpings of comedy and romance thrown into the mix.  And that is precisely what it is.  There’s nothing deep or innovative or even exceptional about KNIGHT AND DAY.  I suspect that it got made simply because Cruise and Diaz wanted to work together and Cruise wanted to make a light action movie after the heavy drama of “Valkyrie”.

Tom Cruise doesn’t even try to stretch his acting muscles in this one.  He falls back on his tried and true standards: smiles and charm.  And really, there’s nothing more he needs in a movie or in a role like this.  Cameron Diaz gets to do a little bit more with her character development during the course of the movie in a satisfying manner.  Their scenes together are full of cuteness and fun. Even when they’re being shot at by a dozen guys with machine guns they manage to say cute fun things.  It’s that kind of movie.  There’s a nice little mysterious subplot involving an elderly couple Roy is keeping tabs on via a hand held device and the supporting actors go about their business competently and with skill.

If there was any major reason I wanted to watch this movie it’s because of the director, James Mangold who directed three of my favorite movies: “Copland” which he also wrote and is for my money the movie that Sylvester Stallone turned in an Academy Award worthy performance.  He also directed the criminally ignored “Identity” starring John Cusack.  And “3:10 To Yuma” with Russell Crowe and Christian Bale

As with “3:10 To Yuma” and in KNIGHT AND DAY he demonstrates that he’s a terrific action director.  I’d love to see him tackle a James Bond film someday. He knows how to keep the story moving so that we know who’s doing what and why.  And he understands that in the slam bang fight scenes it’s important that the audience be able to see who’s hitting who.  No shaky cam here.  There’s a number of impressive shootouts and chases including one that takes place during The Running of The Bulls in Pamplona that I really enjoyed.

So should you see KNIGHT AND DAY?  It’s by no means at all a Must See Movie unless you’re a confirmed Tom Cruise or Cameron Diaz fan.  In which case you’ll probably seen it already.  Let me put it this way: I get emails from people all the time telling me I’m too hard on movies.  They say that they just want to turn off their brains and be entertained.  Well, here’s a movie that’s perfectly made for that purpose.  And it happened to catch me on a night when that’s all I wanted.  Your mileage may vary.

110 minutes