Put yourself in my shoes. People keep asking you, and frequently I might add what your favorite films of all time are. In response, you go into silence, mutter something about 8 ½, and generally make them sorry they asked in the first place. Generally not good behavior for a director. Well, I decided to finally answer that question once and for all and just about went out of mind in the process. There really is no particular order to these but for better or worse, this is.

1. Annie Hall
While it's a next to impossible task to name your favorite movie of all time, this one comes the closest. Woody Allen's most inventive, genre-bending film is also a hilarious insight into what it really means plain and simple, to be a human being.
"Don't you see the rest of the country looks upon New York like we're left-wing, communist, Jewish, homosexual pornographers? I think of us that way sometimes and I live here."

2. In the Mood For love (Fa yeung nin wa)
Wong Kar Wei has a way with love stories that you just don't see in America. The restraint, the silence, the down right ugliness of wanting something so bad you're paralyzed. And then it all comes crashing down. One of the saddest movies I've ever seen.
"You notice things if you pay attention"

3. Chunking express
Another Wong Kar Wei Film about love, but this time it focuses on pineapple...and birthdays. If there's a movie on this list that I would describe to someone in conversation as being "So Cool" it's this one.
"If memories could be canned, would they also have expiry dates? If so, I hope they last for centuries."

4. 8 1/2
Fellini was way ahead of the curve, way before his time. Yes, I know its movie about a director. But that does not stop it from being one of the most eloquent personal meditations on love and family ever made. Neurotic, weird and simply beautiful.
"The truth is: I do not know... I seek... I have not yet found. Only with this in mind can I feel alive and look at you without shame."

5. Alphaville
Only Goddard could make a science fiction detective film and infuse it with enough poetry to lull us into contemplation. Rife with metaphors about time and circumstance, a criticism of 1960's American values, a paranoid fever dream about existing in a world devoid of beauty.
"Men of your type will soon become extinct. You'll become something worse than dead. You'll become a legend."

6.Chinatown
A lot of people consider this movie the blue print for modern "American" cinema for the rest of the 70's and 80's. Too bad it was made by a guy from Poland. I guess we'll never learn. A truly twisted plot that ends in a way no one could ever have expected and probably my favorite detective film of all time.
"To tell you the truth, I lied a little."

7. Short Cuts
Only two Robert Altman films on my list and, being a huge fan of his, they were the hardest to decide on. But being a devotee of Raymond Carver, not to mention Tom Waits, this one had to be here. Great performance on top of great performance from actors you might not expect it from (Lyle Lovitt is wonderful.) and Jack Lemon gives one of the most moving monologues ever.
"I hate L.A. All they do is snort coke and talk."

8. The Thin Red Line
Terrance Malick has only made 5 films in almost 30 years, so he's officially earned the title, "The JD Salinger of Directing", that the critics like to pin on him. A former philosophy professor, he didn't make a war film, but mediation on humanity and nature and the frailty of men in conflict. Even at over three hours long, it never loses a beat.
"If I should never find you in this life, let me feel the lack. One glance from your eyes and my life will be yours."

9. The Thin Blue Line
The only documentary on the list is also the only film ever used as evidence in a court of law. And it made such a great case that the wrongly accused Randal Adams was set free. Errol Morris can never be imitated and if you've never seen anything he's done before, start with this one.
"The reason they were talking to the police at all was that there had been a three-day running knife fight in their apartment"

10. Carnal Knowledge
Any man who's had more then one relationship end badly or felt betrayed or guilty about anything sexual is required to see this movie.
"Why don't you leave me? For God's sake, I'd almost marry you if you'd leave me."

11. Sex Lies and Videotape
Any man who's ever lusted after the same woman for 9 years and then comes back home holding a video camera and some soft-core, home made porn in a state of emotional paralysis is required to see this movie. Soderburg's debut film is a sweaty, ambient masterpiece that says more about young male, post collage depression then anything that came before it. Except for maybe...
"And what would you know about a normal frame of mind?"

12. The Graduate
Mike Nicols may seem like an unlikely influence for a generation of young directors, but they all keep pointing to him claiming greatness. I tend to agree. But what else is there to say about The Graduate that hasn't already been said? Is it one of the greatest films of all time? Yep. For a movie that was so important to the particular time it was made, what it says about becoming a "Man" in the world still rings true almost 40 years later.
"Well, I would say that I'm just drifting. Here in the pool."

13. The Empire Strikes Back
C'mon now, you know you loved the first three Star Wars movies. Empire certainly was the most dramatic of the three, a space cliffhanger (literally!) of an ending, and it had the best light saber fight. It's also the first movie I ever saw in a theatre. The second, I think, was "Heart Beeps". Anyone remember that one? And why on Earth, at age 7, did my parents take me to an Andy Kaufman movie about Robots that fall in love and smoke cigars?
"Decide you must what to serve them best. If you leave now, help them you could but you would destroy all for which they have fought and suffered."

14. Harold and Maude
There are a few movies that have what I like to call "5 Perfect Minutes". 5 minutes when you can't possibly ignore or remove yourself from what's happening and you just sort of lose it. The end of Harold and Maude is 5 perfect minutes. Maybe the most original comedy of all time.
"Tell me, Harold, how many of these, eh, "suicides" have you performed?"

15. The Fly
David Cronenberg just doesn't get the respect he deserves. He's the thinking man's horror director, tempering his oozing, bloody tales with psychology and pathos. This grossly underrated movie was his foray into big budget movie making and it finally got his name into America. One of the first movies I remember being really scared by.
"It wants to... turn me into something else. That's not too terrible is it? Most people would give anything to be turned into something else."

16. Magnolia
Paul Tomas Anderson's sprawling, wandering, paranoid ensemble film feels like a miracle every time I see it. A miracle that anyone, let alone a major studio, had the faith, the sheer guts to make it. It rains frogs. Need I say more?
"Now that I've met you, would you object to never seeing me again?"

17. Apocalypse Now
Francis Ford Coppola spent almost 5 years making this movie. Martin Sheen completely lost his marbles during production and half the crew were violently ill for over half the shooting. But you would never know it to look at it. Has there ever been a psychedelic war film made after this? Maybe not the most truthful film about Vietnam, but for my money, it's the most artfully done, beautifully crafted one.
"I watched a snail crawl along the edge of a straight razor. That's my dream. That's my nightmare. Crawling, slithering, along the edge of a straight... razor... and surviving"

18. Raging Bull
The greatest boxing movie ever made, period. There is no disputing this. Just try. Try to come up with a better one. I dare you. In my opinion, this is Scorcesse's dramatic masterpiece. And on a technical and visual level, a movie that deserves to be studied over and over again.
"You punch like you take it up the ass!"

19. Girl Six
I love Spike Lee. I think he's highly underrated, especially as a visual director. One of the hardest things to get right in film making is tone and atmosphere and he gets that right every time. This may not be his best film, but it's the one I chose because this is spike going out on a creative limb...way, way out.
"How can a slut be beautiful? The Mona Lisa is beautiful, the Statue of Liberty is beautiful, the Grand Canyon, the first day of spring, a new fallen snow-that's beauty, but a slut is just slutty, right?"

20. Rushmore
When this movie was out in the theatre, I was still living in Florida. Due to its very poor distribution and marketing, it wasn't even playing in any of the art house theaters. For some reason, however, it was playing at an old rundown Mall an hours drive away from my house. I didn't know much about Wes Anderson yet, I had not seen Bottle Rocket, but the Russian propaganda style poster art intrigued me and generally I'll see anything with Bill Murry in it. So I drove out to this desolate strip center in Palm Harbor Florida and caught the 2:30 showing. After it was over, I went to the rest room, bought some snacks and went right back into the Theatre to see it again. At that point in my life, I was beginning to lose faith in modern movies all together. This one changed my mind. I didn't go to prep school... but we were all 15 once, and this movie pretty much nails what that's like.
"Maybe I'm spending too much of my time starting up clubs and putting on plays. I should probably be trying harder to score chicks."

21. Wild at Heart
David Lynch. David Lynch. Just saying his name gives you a feeling… an odd, queasy feeling but a feeling none the less. I don't want to say too much because I'll start to gush. Let's just say Lynch is maybe my biggest influence in many many ways. No one makes movies like he does and no one ever will. He has a completely singular vision in every way and if that's not what it's all about, I don't know what is.
"My dog barks some. Mentally you picture my dog, but I have not told you the type of dog which I have. Perhaps you even picture Toto, from "The Wizard of Oz." But I warn you, my dog is always with me. WOOF!"

22. Blue Velvet
See above.
"See that clock on the wall? In five minutes you are not going to believe what I just told you."

23. George Washington
Why hasn't anyone seen this movie? I'm not going to say anything about it except that it is easily one of the most beautifully photographed films of the last 10 years. Stop what you're doing right now and go rent it.
"They used to get around, walkin' around, lookin' at stuff. They used to try to find clues to all the mysteries and mistakes God had made."

24. South Park, Bigger Longer and Uncut
Depraved, disgusting, vulgar and gut wrenchingly funny. Most movies of TV shows are awful beyond belief but this one out did itself. I laughed so hard I actually started to pass out. For once, this is a movie that was deserving of its Academy Award Nomination.
"This is worse than the time when I fell asleep and you put your dick in my mouth and took a picture."

25. Razing Arizona
I think this is a perfect comedy. Perfect. I think that's all I can say about it.
"I tried to stand up and fly straight, but it wasn't easy with that sumbitch Reagan in the White House. I dunno. They say he's a decent man, so maybe his advisors are confused."

26. The World According to Garp
Yes, Robin Williams was in a drama once…and he was great. And John Lithgow plays a transvestite football player. I don't know why I like this movie so much, it's strange and dark and hilarious and it walks that line for the entire film, but I've seen it 20 times and it hasn't gotten old yet. Glenn Close proves that she's always been as great as she is and she didn't just come out of nowhere in Fatal Attraction.
"I mean, I had mine removed surgically under general anesthesia. But to have it bitten off in a Buick.."

27. The Hunger
The opening to The Hunger is another 5 perfect minutes. David Bowie plays a vampire. What more could you possibly want in a horror film?
"You'll be back. When the hunger knows no reason! And then you'll need to feed, and you'll need me to show you how."

28. My Own Private Idaho
I would say that Gus Van Sant is another case of "No one can do this the way he does." This movie is the one that finally got him some attention and I think it's probably his best film and manages to satisfy both his wandering arty side and his knack for great off kilter story telling.
"When I turn twenty-one, I don't want any more of this life. My mother and father will be surprised at the incredible change. It will impress them more when such a fuck up like me turns good than if I had been a good son all along. All the past years I will think of as one big vacation. At least it wasn't as boring as schoolwork. All my bad behavior I'm going to throw away to pay my debt. I will change when everybody expects it the least."

29. 2001
Stanley Kubrick's time on earth was cut short and I only wish he could have stuck around for another film. Kubrick influenced just about every single director I've mentioned here and they're all quick to point him out. He was old enough to have been around for their childhoods and managed to stick around and stay relevant long enough for me to have found out about him at an early age and for that, I am grateful. I'm going to get in trouble for saying this, but if there's a director that you could compare to Hemingway, a modern master, someone who influenced a wave of new talent that would come to dominate the entire art form, well, that's Kubrick.
"Without your space helmet, Dave, you're going to find that rather difficult."

30. Carlitos Way
I couldn't leave out Brian De Palma. There's really no disputing that as far as Hollywood directors go he has a lot more to offer then most. He's a classicist 100 percent of the time but he wears that tag like a badge of honor and takes that form of filmmaking to a level all his own. Most people would say this isn't really a great example of his, most would probably point to Blow Out or Carrie, but this is the one I like. Sean Penn and Pacino form the kind of unlikely friendship that, for some reason, has a real sense of truth to it…and the opening sequence is classic.
"Don't take me to no hospital, please. Fuckin' emergency rooms don't save nobody. Som-bitches, always pop you at midnight, when all they got is a Chinese intern with a dull spoon."

31. Ladri Di Biciclette (The Bicycle Thief)
Maybe the greatest father and son move of all time, Di Sica makes a mundane thing like eating fried cheese with your dad into poetry. I saw this movie in film school and immediately called my father afterwards, swearing that if he ever needed help with anything, no matter how small, I'd never say no again.
"You live and you suffer."

32. The Shinning
It has become a rather notorious legend that Stephen King hated this movie. He hated it so much he vowed to re-make it one day. When he finally did, it turned out to be a TV movie starring Stephen Webber and Mario Van Pebbles. Anyone see that? Yeah, me too and I wished I hadn't. I think Kubrick's version is one of the most terrifying movies ever made. My parents wouldn't let me see it until I was 10 and they regretted it immediately as nightmares persisted for weeks afterwards.
"Do you have the slightest idea what a moral and ethical principle is? Do you?"

33. After Hours
Scorsese is a master, whatever that may mean, and there's no disputing that all of his movies have merit to them. There are two movies in his arsenal, this one and Cape Fear, that I particularly like. They were both made while he was "Between" bigger movies and done simply because they were offered to him and he thought he could have some fun doing them. It may be because there was a certain lack of personal ideals involved, who knows really… but both films have a certain dynamic quality to them, a sense of play maybe, that his other movies don't have. You get the feeling that he suddenly had a vehicle to try some unusual new techniques he'd been thinking about. At its worst, this movie is easily one of the best films made in the 1980's and is one of the best movies ABOUT 1980's Manhattan…but without all the boring social commentary.
"Where are those Plaster of Paris paperweights, anyway? I mean, that's what I came down here to see in the first place. Well, that's not entirely true, I came to see you, but where are the paperweights? That's what I wanna see now! I wanna see a Plaster of Paris bagel and cream cheese paperweight, now cough it up."

34. Macabe and Mrs. Miller
It's hard to believe it, but this is only the second proper film Altman made. With gorgeous cinematography by Vilmos Zigmond, Altman introduced his now famous "Flashing" technique, where in the negative is actually exposed to sunlight very briefly after shooting, giving the film a slightly washed out, slightly toned down look. The result is a dreamy, wandering, psychedelic western that often transcends its messages about the evils of big corporation and becomes something about personal salvation in the face of great adversity.
"You boys gotta make up your minds if you want to get your cookies. Cause if you want to get your cookies, I've got girls up here that'll do more tricks than a goddamn monkey on a hundred yards of grapevine."

35. Something Wild
This is probably an unusual selection in the world of Jonathan Demme. I'm not particularly fond of Jeff Daniels or Melanie Griffith, but for me the characters are so interesting, so downright human, so caught up in their own weird lies…the story just stays interesting the whole time and it never plays down to the audience. Generally, I like any movie that does that.
"Remember, no matter what, it's better to be a live dog than a dead lion."

36. Dr. Strangelove or: How I learned to stop Worrying and love the Bomb
Yes, here we are back to Kubrick. I'm ashamed to admit it, but I'd never seen this movie until about 4 years ago. It was one of those things that had been bothering me, like a songwriter that just never got around to listening to Blonde on Blonde because he was still absorbing the Velvet Underground… To my delight, I fell in love with it immediately and I've seen it about 20 times since then. If you rent this movie, and for some reason you don't like it at first, fast forward and just watch Peter Sellers famous "Demitri" monologue. If you still don't like it, well, I can't help you!
"Mandrake, do you realize that in addition to fluoridating water, why, there are studies underway to fluoridate salt, flour, fruit juices, soup, sugar, milk... ice cream. Ice cream, Mandrake, children's ice cream."

37. The Godfather
I am required by the as yet unwritten yet still sacred code of all film watchers to list this movie. If I didn't, people would throw things at me. That's not to say I don't love it, I do, it's great, there's just nothing left to say about it except that it's… really, really great.
"What have I ever done to make you treat me so disrespectfully? If you'd come to me in friendship, then this scum that ruined your daughter would be suffering this very day. And if by chance an honest man like your self should make enemies, then they would become my enemies. And then they would fear you."

38. The Conversation
I am not, however, required to list this other Coppola movie and while it's completely different, I tend to like it better then The Godfather. This is paranoia put into pure form. This is a real character piece by one of the finest actors we will ever have. This is a director really discovering the medium and using it to the fullest. If I had to REQUIRE a group of people, a class, a good bunch of friends to see 10 movies, this one would be on that list.
"I'm not following you, I'm looking for you. There's a big difference."

39. Dead Ringers
One more David Cronenberg film for the bottom of the list. Jeremy Irons plays twin Gynecologists. They make their own surgical instruments and dress like nuns from 1800's Victorian England… its also about family and the betrayal that can occur amongst siblings… Okay, if that doesn't make you want to see it, go rent "You've got Mail", grab some McDonald's and have a nice life. It's a dark depressing movie like all the other ones on this list and I don't know why I like them so much. I'd much rather have the McDonalds but it upsets my Stomach…I can't help it alright!
"I've often thought that there should be beauty contests for the *insides* of bodies."