45. Ocean's Eleven. Steven Soderbergh directed this wildly entertaining heist film with an endless cast of great actors who are clearly having fun with their work. Every character gets at least one great moment and some snappy dialogue. The careful construction of the heist is thrilling, and the Vegas atmosphere is a blast. And the musical score by David Holmes is bouncy fun from beginning to end. Whenever I'm about to take a trip to Las Vegas, I always want to watch a film the night before to "get in the mood," and this is one of the movies I'll often look to.
44. Pay It Forward. I wrote of my love for this film earlier this year. Some would view it as irrational love, but I guess I'm a softie.
43. Star Trek II: The Wrath of Khan. This is the best of the Star Trek films. I could go on a length about its merits, but to keep things short, I'll focus on the ways the film does the impossible. It manages to make a battle with truly slow naval-style pacing be edge-of-your-seat tense. It makes a riveting sequel to a single one hour episode of a television episode made 15 years earlier. Its director, Nicholas Meyer, manages to get a true acting performance from William Shatner that moves you to tears. After the boring mess that was Star Trek: The Motion Picture, this film literally saved the franchise. Without the triumphant creative and financial success of this movie, none of the Star Trek that came after would ever have existed.
42. A Few Good Men. This was what first put Aaron Sorkin on my radar. The amazing creator of The West Wing and Sports Night, writer of The Social Network and Moneyball, first adapted this brilliant film from his own stage play. Rob Reiner did an outstanding job with the directing, managing to make a riveting film despite most scenes having little physical action (or even movement of any kind, thanks to the courtroom setting). The excellent cast includes Tom Cruise, Jack Nicholson, Demi Moore, Kevin Bacon, Kiefer Sutherland, Kevin Pollak, J. T. Walsh, Noah Wyle, Cuba Gooding Jr., Xander Berkeley, Joshua Malina, and Christopher Guest. If there's ever been a better courtroom drama than this, I haven't seen it.
41. Good Will Hunting. I gushed about this film when I re-watched it last year. Matt Damon and Ben Affleck are excellent writers, literally writing their own tickets to stardom with this film. Robin Williams is as moving as he is restrained here. An emotional, powerful movie.
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