by bob_meg | created - 04 Aug 2016 | updated - 10 months ago | Public

I was born in 1964, and since movies seem to say plenty about the time in which they were made, I was curious what was playing at the grand movie palaces --- just before they began to fade into suburban mini-mall plexes the size of today's home theaters. I was both shocked and impressed with what I unearthed, if only because it seems that in 1964 (as opposed to today) you really could get something from a film other than pure escapism. I've included a few releases that crossed over from 1963, like Charade, and Carnival of Souls from 1962, simply because it had such a small initial opening and acquired an extended life at drive ins thereafter, usually in the B-slot next to far inferior films.

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1. Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb (1964)

PG | 95 min | Comedy

97 Metascore

An insane general triggers a path to nuclear holocaust that a War Room full of politicians and generals frantically tries to stop.

Director: Stanley Kubrick | Stars: Peter Sellers, George C. Scott, Sterling Hayden, Keenan Wynn

Votes: 422,197 | Gross: $0.28M

2. The Carpetbaggers (1964)

Approved | 150 min | Drama, Romance

Jonas Cord's a disagreeable young tycoon who's building planes, directing films and catting around on the corporate make, in the 1930's Hollywood.

Director: Edward Dmytryk | Stars: George Peppard, Alan Ladd, Carroll Baker, Robert Cummings

Votes: 1,798 | Gross: $28.41M

Trash doesn't get much better looking than this. The plethora of stars and starlets, not the least of which is George Peppard (looking unrecognizably dashing as a sociopathic tycoon whose traumatic childhood spurs him to destroy everything and everyone around him) makes you forget about the tacky process shots and the complete air of unreality that always possesses a Harold Robbins adaptation. The cast rips into this fatty meat with abandon and why shouldn't they? Carroll Baker has never been sexier, Elizabeth Ashley never more beguiling and yes folks, Alan Ladd really did do a lot of those outrageous stunts in this, his last screen appearance. They don't make 'em like this anymore. Is that a good thing? Who cares?

3. Seven Days in May (1964)

Approved | 118 min | Drama, Thriller

73 Metascore

United States military leaders plot to overthrow the President because he supports a nuclear disarmament treaty and they fear a Soviet sneak attack.

Director: John Frankenheimer | Stars: Burt Lancaster, Kirk Douglas, Fredric March, Ava Gardner

Votes: 11,664

4. The Night of the Iguana (1964)

Approved | 125 min | Drama

A defrocked Episcopal clergyman leads a bus-load of middle-aged Baptist women on a tour of the Mexican coast and comes to terms with the failure haunting his life.

Director: John Huston | Stars: Richard Burton, Ava Gardner, Deborah Kerr, Sue Lyon

Votes: 10,021

It's ironic that there are plenty of good performances in this Tennessee Williams broadway hit (it ran for nearly a year featuring Patrick O'Neal and Bette Davis) but Richard Burton's turn as hard-drinking self-loathing Lawrence Shannon isn't particularly one of them. When Burton is focused, he's very good. Here he seems half in the bag and not on stage juice. To be fair, it's probably more a problem of tone --- the only scene that calls him to go into full tilt DRAMA! is the opening monologue (which he nails) and the rest of the play requires a more reflective timbre that he's never seemed very comfortable in except in certain Shakespeare adaptations and Virginia Woolf. But quibbling with Burton's acting here is like dissing the chef at a four star restaurant because he didn't mix the condiments correctly. This is a decent, sometimes great, play that as usual for Williams reaches for a much higher philosophical level that it occasionally transcends. Gardner and Kerr are the real treasures here and when they're at their sauciest and most beatific is when Iguana really soars. Sue Lyon is thrown in for eye candy and Grayson Hall nearly slaughters the whole bunch with her dead-on tirades that waver with vulnerability in all the right places. It's Hall who could actually give Burton some tips on the fine art of the Rant in this one.

5. Black Like Me (1964)

Approved | 105 min | Drama

Based on the true story of a white reporter who, at the height of the civil-rights movement, temporarily darkened his skin to experience the realities of a black man's life in the segregated South.

Director: Carl Lerner | Stars: James Whitmore, Sorrell Booke, Roscoe Lee Browne, Al Freeman Jr.

Votes: 602

I'd heard of this film for some time but avoided it, as the premise seemed completely ludicrous, even though the source material is factual. Well, I'm here to tell you that this isn't some lame progenitor of Soul Man from 1986. Far from it. No, Black Like Me is as serious as a heart attack, one that James Whitmore seems perpetually on the verge of suffering as he encounters a dizzying array of hatred and hostility (and not all from bigoted white baddies) when he undertakes a series of medical treatments to transform him into a (blue-eyed!) black man. It's one of those films that you swear couldn't make it past the five minute mark before the plot runs out --- or worse, descends into a patronizing, condescending slapstick minstrel show. Instead it continually confounds you with a sharp-as-hell script, naturalistic performances, and thoughtfully drawn complex characters --- even some of the creepier villains in the piece are fascinating if only for their dull-edged depravity (Will Geer is especially creepy). It's so lucid and pointed that it can turn your brain inside-out and make you seriously consider your own prejudices, which we all have, and even figure out how you arrived at them. If any film had a right to go out on this shaky limb, it was Black Like Me, in 1964, made at the peak of civil rights tensions in the South and a time when many whites really DID care about the injustices that were being done and felt they could do something about it. Whitmore takes on a thankless role with a boatload of honesty and compassion and completely sells the movie from beginning to end. Like many of the films on this list, Black Like Me has been lovingly restored in a beautiful edition and there's never been a better time to see it, although this film is timeless in countless other ways. See it no matter what color you are.

6. A Hard Day's Night (1964)

G | 87 min | Comedy, Music, Musical

96 Metascore

Over two "typical" days in the life of The Beatles, the boys struggle to keep themselves and Sir Paul McCartney's mischievous grandfather in check while preparing for a live television performance.

Director: Richard Lester | Stars: John Lennon, Paul McCartney, George Harrison, Ringo Starr

Votes: 37,480 | Gross: $13.78M

Anything one can possibly say about A Hard Day's Night proves to be ultimately unsatisfactory in the end. It was a clarion call of the highest magnitude on so many fronts --- even if you disregard that it brought The Beatles to three-dimensional life in the most immediate way possible, a way no one had ever conceived of prior to Richard Lester's inimitably manic docu-comedy shooting style (only enhanced by his impressive television resume). A Hard Day's Night is one of those magical projects where all the stars, metaphorically and physically, were in alignment: from Lester's telepathic chemistry with the band, to Alun Owen's razor-sharp script that nailed how the Beatles spoke to the syllable (thereby enhancing their comfort level hugely), to John Jympson's you-are-there editing which pulls off the most dazzling of feats ("I Should Have Known Better" is Rock Video School Master Class 101) in a fluid seamless blur, to producer Walter Shenson's light, intuitive, non-intrusive hand that allowed the entire spectacle to gel in the first place. It's a movie that you can only imagine being shot in Black and White, which renders it both a timeless artifact and a stunning visceral snapshot of a time when the entire musical landscape was changed forever in a matter of months. Simply spectacular, as is Criterion's royal DVD/BD triple-disc treatment released in 2014. See in in mono, see it in stereo, see it in 5.1. It knocks your cultural socks sideways, any way you slice it.

7. The Killers (1964)

Not Rated | 93 min | Crime, Drama, Mystery

72 Metascore

Surprised that their contract victim didn't try to run away from them, two professional hit men try to find out who hired them and why.

Director: Don Siegel | Stars: Lee Marvin, Angie Dickinson, John Cassavetes, Clu Gulager

Votes: 6,130

As with the pitch-perfect 1927 Hemingway short story from which The Killers derives it's simple yet existential thrust, there's often more than initially meets the eye. Criterion's new 2015 double-feature release of the 1946 and 1964 versions offers a number of insights, the most intriguing being that each version of the film provides a distinctive commentary on the world that birthed them. Don Siegel's 1964 version boldly throws almost everything that came before --- the tense rendering of Hemingway's story and the gorgeous noir-drenched atmosphere of Robert Siodmack's 1946 film --- into the trashcan and twists the narrative from the title characters POV, in this case Lee Marvin and Clu Gulager, who have never been finer. Marvin in particular seems immersed in the role to the point of obsession, bringing an inordinate amount of moral certitude to a man who has no right to any. Siegel's version falls short of masterpiece territory in that it is saddled with a sluggish unconvincing love story between Angie Dickinson and John Cassavetes (who give fine performances nonetheless) and enough surreal process shots to make late-era Hitch blush, though some argue those are also a meditation on the cheapness and artifice that pervaded post-JFK America. They may have a point. In the two Killers' respective demoralization (Marvin) and nihilism (Gulager), we get a chilling peak into the abyss of a money-trumps-everything future and the soulless vacuum at the end of it. As with almost all of Siegel's films, it's technically flawless and virtually impossible to look away from.

8. Marnie (1964)

PG | 130 min | Crime, Drama, Mystery

Mark marries Marnie although she is a habitual thief and has serious psychological problems, and tries to help her confront and resolve them.

Director: Alfred Hitchcock | Stars: Tippi Hedren, Sean Connery, Martin Gabel, Louise Latham

Votes: 41,198 | Gross: $7.00M

If you've seen the Blu-Ray version of Marnie and watched the special features you've undoubtedly heard the quote "If you don't like Marnie, you don't really love Hitchcock." That's very true to some extent and this psychosexual thriller marked the beginning of the end for Hitch in terms of box office popularity, but also an intriguing glimpse at the master behind the camera. From 1964 forward, Hitch had nothing to prove artistically or commercially and he started to make films that interested *him*. In the case of Marnie, he succeeds on several levels, not the least of which is making what is fundamentally a hopped-up head-trip both compelling and eerily beautiful. One wonders what Grace Kelly would have wrought in her portrayal of Hedren's compulsive, largely unsympathetic liar/thief (probably a touch more mystery than Hedren brings) but Tippi and Sean are both on their A-games here and dominate the screen and our imaginations consistently throughout. Marnie is also fascinating to watch simply because it was made in a time when the term Mysogynistic was usually found only in psychiatric journals; it was so commonly accepted as male entitlement. That was about to change permanently in 1964 and Hedren's strong, willful turn is a genuine albeit faint harbinger. Amazing supporting performances by the great Louise Latham and Diane Baker make it a must-see for fans of great theater, whether enamored of Hitchcock of not.

9. The Americanization of Emily (1964)

Approved | 115 min | Comedy, Drama, War

68 Metascore

An American naval officer's talent for living the good life in wartime is challenged when he falls in love and is sent on a dangerous mission.

Director: Arthur Hiller | Stars: James Garner, Julie Andrews, Melvyn Douglas, James Coburn

Votes: 4,440

An understated, sharply realized satire masquerading as a romantic comedy, Arthur Hiller's Emily massages you so gently that the impact is often not felt until after the film ends. Chayefsky's script, while verbose in spots (but that's his trademark, I mean look at Network) works in the grand scheme of this picture as long as you're consigned to the fact that the romance between integrity-bound Brit Andrews and Garner's rapscallion Dog Robber is a thinly veiled conceit, but that's fine as well. Andrews has always been a tough nut to crack in the Romantic Lead department but she and Garner seem adequately matched here. The satirical elements of the movie trump everything, as masterly as Strangelove but without the zany edge. The supporting performances, by James Coburn and Melvyn Douglas, are perhaps even stronger than Garner's and Andrews'. It's well wrought by Hiller, who maintains a crispness and energy to every aspect of the production, making it relevant, though perhaps not as topical, as it was upon its initial release. Still refreshing and worth a look, though, when you consider that this type of political/societal criticism is rarely seen anywhere in mainstream cinema today.

10. My Fair Lady (1964)

G | 170 min | Drama, Family, Musical

95 Metascore

Snobbish phonetics Professor Henry Higgins (Sir Rex Harrison) agrees to a wager that he can make flower girl Eliza Doolittle (Audrey Hepburn) presentable in high society.

Director: George Cukor | Stars: Audrey Hepburn, Rex Harrison, Stanley Holloway, Wilfrid Hyde-White

Votes: 80,941 | Gross: $72.00M

11. Dead Ringer (1964)

Unrated | 116 min | Crime, Drama, Thriller

66 Metascore

The working-class twin sister of a callous, wealthy woman impulsively murders her out of revenge and assumes her identity. But impersonating her dead twin is more complicated and risky than she anticipated.

Director: Paul Henreid | Stars: Bette Davis, Karl Malden, Peter Lawford, Philip Carey

Votes: 4,271

What's better than one Bette Davis? Why two, of course. If anyone could carry a film single-handedly it's Davis and here she double-crushes in this Paul Henreid melodrama about two twin sisters, one a hard-edged, good-hearted scrapper and the other a lying, scheming twist. Dead Ringer will surprise and engage you in unexpected ways, chiefly in its blatant refusal to slot either of Davis' personas into a neat category. Just when you think you've pegged one of her alter-egos, Bette turns the tables and leaves you guessing. It's one of her finest bravura star performances and she never lets you forget she's running the show and that she's loving every minute of it. She's that rare blend of actor who can both disappear into a role yet never let you forget that she's Bette Freaking Davis. Karl Malden delights as an earnest robbery detective and Peter Lawford chews scenery as a caddish golf pro. It's a visually sumptuous Warner epic that appears to be living in its own time warp and is damn proud of that fact.

12. Hush...Hush, Sweet Charlotte (1964)

Not Rated | 133 min | Crime, Drama, Mystery

An aging, reclusive Southern belle plagued by a horrifying family secret descends into madness after the arrival of a lost relative.

Director: Robert Aldrich | Stars: Bette Davis, Olivia de Havilland, Joseph Cotten, Agnes Moorehead

Votes: 11,710

While Whatever Happened to Baby Jane (1962) is often acknowledged as a superior film, Robert Aldrich's "follow-up", Hush...Hush, Sweet Charlotte, is arguably the Grand Guignol shock/shlock queen. In my opinion, it's the better film, as it lacks the repetitive, draggy, triteness that cluttered and muted Baby Jane. I mean... seriously... barring Bette Davis' obviously virtuoso performance, after the first viewing how many food tortures can you inflict on poor, wooden Joan Crawford without becoming boring? One time with Baby Jane is probably enough. Charlotte's twisted tale, however, is much more over-the-top (in a good way) but also more gripping, mostly due to Olivia De Haviland's crafty, menacing turn as a demure long-lost cousin who comes to comfort Charlotte (Davis) in the wake of her beau's (Bruce Dern's) "interesting" demise and becomes increasingly intolerant of Charlotte's active delusional ravings. Joseph Cotton and Victor Buono lend weight in all sorts of ways, and Derns' cameo delivers the refreshing realism he brought to Marnie this same year, good enough to catch Hitch's eye. It's also got one of the neatest/sloppiest, most satisfying endings in cinema history. In this genre, more is more, and Charlotte pours it on, denying us nothing as long as you know what you're in for at the outset. Hands off... oops, I meant, hats.....

13. The Pawnbroker (1964)

Approved | 116 min | Drama

A Jewish pawnbroker, victim of Nazi persecution, loses all faith in his fellow man until he realizes too late the tragedy of his actions.

Director: Sidney Lumet | Stars: Rod Steiger, Geraldine Fitzgerald, Brock Peters, Jaime Sánchez

Votes: 7,408

Rod Steiger, a very good actor who late in his career made a series of very bad decisions (or maybe it was just his agents or his own cash-ins) made his reputation as an A-list actor with this bleak, uncompromising portrait of self-hatred, self-sabotage, and crippling loneliness shot by Sidney Lumet in his trademark slash-cut style that, for 1964, was quite daring (it even sports a nude scene so tasteful that the censors approved of it). When you look at the roster of actors and especially the crew behind the film it's not surprising: Ralph Rosenblum editing, Boris Kaufman on camera, and Ulu freaking Grossbard assisting all from a literary quality script by Morton Fine and David Friedkin adapting Edward Lewis Wallant's scalding source material make for an entrancing film experience in 2014 or 1964. Yet what makes The PawnBroker so great isn't just it's technical virtuosity. It dazzles by distilling contradictions, human frailty, and sheer racist horror by throwing all of it up on the screen, with Steiger as the tortured human canvas who reflects it all back to us so vividly that it becomes a timeless piece of art, transcending the holocaust survivor theme and making the non-concrete connections to many boiling contemporary themes. There are many overt plotlines in this film but it's far more powerful in the abstract arena, an area where many films fail and not many these days dare to tread except in the art houses. The fact that this complex film got such wide distribution and viewership is yet another testament to the films of '64 and their refusal to dumb down or soft peddle the truth. Those indeed were the days. Look for Morgan Freeman's first on-screen appearance.

14. Seance on a Wet Afternoon (1964)

115 min | Crime, Drama

A medium and her husband stage a kidnapping in order for her to pretend to solve the crime and achieve fame.

Director: Bryan Forbes | Stars: Kim Stanley, Richard Attenborough, Margaret Lacey, Marie Burke

Votes: 5,395

Bryan Forbes' forte has always been with actors in relatively intimate settings (The Whisperers is probably his best) and it doesn't get more intimate (or claustrophobic or repressed) than in this highly neglected definitely English psycho-thriller. Kim Stanley plays a deranged, deluded wannabe psychic and Richard Attenborough her put-upon long-suffering spouse who aren't particularly skilled or intelligent criminals, yet hatch an abduction scheme to bolster Stanley's rep as a soothsayer. Stanley excels at giving superbly modulated performances and it's no different here, but Attenborough in my opinion is the show-stopper. His dynamic range here is greater than Burton's in Who's Afraid of Virginia Woolf and his anxiety level as effectively conveyed as Peter Lorre in "M". Seance is not a perfect film and contains pacing problems (especially in the action scenes which consistently aren't in Forbes' wheelhouse) but it's moving in it's own peculiar way, and mostly propelled by the two leads who, when on screen together, no one can touch --- they're balletic solid-gold pros. It would be wonderful if eventually Seance could receive the treatment it deserves, on BluRay at least and not on a relatively cheapo DVD transfer of a fairly damaged negative.

15. Seven Up! (1964 TV Short)

40 min | Documentary, Short, Biography

A group of seven-year-old British children from widely ranging backgrounds are interviewed about a range of subjects. Director Michael Apted plans to reinterview them at seven-year ... See full summary »

Director: Paul Almond | Stars: Douglas Keay, Bruce Balden, Jacqueline Bassett, Symon Basterfield

Votes: 3,176

16. The Girl-Getters (1964)

Not Rated | 93 min | Drama

In a seaside village, a group of local young men mingle among the seasonal tourists in search of sexual conquests. Near the end of one summer, the leader of the group, Tinker, a strolling ... See full summary »

Director: Michael Winner | Stars: Oliver Reed, Jane Merrow, Barbara Ferris, Harry Andrews

Votes: 597

The moment Nick Roeg's camera pans down and across Oliver Reed's sardonic gamine-eyed face you realize Michael Winner's The System (an infinitely better title though obviously not as marketable) is not going to be a typical shallow splash into Britain's swinging go-go period pool. It's good nostalgic fun, but the film also carries the gravitas and weight of the Kitchen Sink school of filmmaking that was, by 1964, going full-throttle and for good reason --- The System and its characters bears no illusions of a "new" or "Great" society, only one where its inhabitants are becoming more restless. Tinker (Reed) and his gang of scoundrels stalk and rove around a south seaside vacation town in search of quick conquests but even more simple self-respect, which as they grow older seems ever-more precarious and difficult to obtain and maintain. It's a poignant portrait of glass-ceiling busting that never loses sight of reality, despite it's faint hint --- and that's all it is --- of a happy ending for Reed and his upper-crust venus, a refreshing unconventionally-grounded heroine played by Jane Merrow who hasn't been seen much since. The System is an almost purely character-driven piece and Winner and Roeg are a fine team to pull it off, anchored by a formidable supporting cast of UK stalwarts including Barbara Ferris, Guy Doleman, John Alderton, Julia Foster, and the always terrific Harry Andrews who sees through Reed's devil-may-care front with blunt, unsparing alacrity.

17. The Umbrellas of Cherbourg (1964)

Not Rated | 91 min | Drama, Musical, Romance

86 Metascore

A young woman separated from her lover by war faces a life-altering decision.

Director: Jacques Demy | Stars: Catherine Deneuve, Nino Castelnuovo, Anne Vernon, Marc Michel

Votes: 21,053 | Gross: $0.02M

When You first hear about this film, it's tempting to write it off as yet another sentimental '60s musical, yet it couldn't be further from any of those stereotypes. A boy-meets-girl/boy-goes-to-war/boy-loses-girl story with a jazz-opera libretto, in French no less... yeah, right. Yet Umbrellas is so much more than that, defying expectations not only on the surface but moment by moment. The performances are flawless (Deneuve has never looked more ethereal), the production knocks your eyes out without distracting or offending them, and Legrand's score is beautiful yet largely unobtrusive (and deceptively free-form sounding on first listen). The best part is how close to reality this candy-coated postcard becomes, the further you lose yourself in it's seductive charms. No one behaves the way they would in a film, much less a musical (Jacques Demy, the director, goes out of his way to poke fun at the cliches in such genres) and both the performances and story bear out a very harsh life-lesson that never comes off as saccharine or heavy-handed. The Umbrellas of Cherbourg has true staying power for all these reasons. My Fair Lady may be a superior "traditional musical" but I'm guessing you'll find all elements of Demy's (anti-)New Wave masterpiece much harder to forget. And who would want to? Released in a dazzling new edition by Criterion in 2017 which looks and sounds better than it ever has.

18. The Visit (1964)

Not Rated | 100 min | Drama

An unwed pregnant teenager is run out of town and years later she returns there as a rich woman, raising the town's expectations with her generosity, but she's only out for revenge.

Director: Bernhard Wicki | Stars: Ingrid Bergman, Anthony Quinn, Paolo Stoppa, Romolo Valli

Votes: 1,343

As many others have noted here, and accurately so, The Visit is possibly one of the top ten best films of the 1960s that you've likely never seen. I don't know why, since it's a nail-biting knockout from the opening frame. Few films (or plays, as I believe this was) sport such an outrageous premise. A young woman who was seduced, impregnated, then driven from a small (curiously anonymous) seaside town, returns as the widowed heiress to one of the world's richest oil barons with a proposition to the shrinking, failing burg --- she'll solve all of their problems, even donating a million dollars to be divided among every one of its citizens, on one condition: they reinstate the death penalty and put her selfish ex-beau on trial, with the assurance that he be executed, of course! Ingrid Bergman could not be more perfectly cast as the icey, bitchy heroine who takes glee in turning the entire town against a stalwart, subtly slimey Anthony Quinn, who it's hard to not take pleasure in watching suffer, though it does create several simulating ethical debates that will churn in your brain for a while. And it's not just Quinn who's on the chopping block, Bergman's grand plan is to doom the *entire town* to its own innately greedy pestilence. The elegant and elaborately constructed script is a lesson in crafting a remarkable, indelible story. Everything, down to Bergman's iconic closing line couldn't be more perfect. It's a film you'll never forget, even if you only see it once... It really is that indelible.

19. Lady in a Cage (1964)

Not Rated | 94 min | Drama, Horror, Thriller

A woman trapped in a home elevator is terrorized by a group of vicious hoodlums.

Director: Walter Grauman | Stars: Olivia de Havilland, James Caan, Jennifer Billingsley, Rafael Campos

Votes: 2,511 | Gross: $1.85M

I was born two days after Lady In a Cage made it's premiere in New York on June 11, 1964. If I had an inkling of the vile world that it depicts I would have stayed in the womb but it's a film very much of its time as it represents (although luridly) the insular cocoon of conservative stable "comfort" that was about to be annihilated in the long hot summer of '64. The most shocking aspect of LIAC (aside from the fact that it's STILL SHOCKING after 52 years) is that it was released at all, and by Paramount of all studios. The only explanation could be that they were banking on a Senior Exploitation flick in the vein of Baby Jane, Charlotte, etc., but Luther Davis and Walter Grauman are serious dramatists with something to say... and they say it repeatedly (sometimes too heavily) in dazzling ways with provocative editing, a sensational no-let-up score by Paul Glass, chilling and disorienting camera angles, and performances that rarely soft-pedal anything. When you see DeHaviland in her slip, sweaty and shrieking "Alou Etta" in an attempt to placate herself, you know the gloves are off. This is a brutal, unapologetic film and it doesn't achieve that by gore, but rather through an unflinching nihilistic viewpoint that is perhaps more violently honest than the shock-value home invasion thrillers of today. Lady In a Cage does it's damage on a psychological level, rather than through a primitive "gotcha" scare agenda. Having seen the uneven and relatively tame (and hopelessly confused) Don't Breathe recently, I was struck by how much better this supposed "B Movie" really is. There's so much symbolism and cleverness here that you can safely see LIAC multiple times and find something new each viewing. Olivia DeHaviland, still alive at 100 BTW, is a force of nature here. She's often accused of over-acting but here her unique brand of grand guignol fits the character perfectly. James Caan is a convincingly vicious sadist, Ann Sothern is sad and creepy, and Jennifer Billingsley is a perverted lunatic. Add to all this the shades of homo-eroticism and brimming Oedipal cravings and you can barely believe this film is 52 years old. Paramount re-released it a while back on DVD with a 5.1 Soundtrack that is simply stunning, albeit with no extras. If you love psychological horror, this is one Lady you can't afford to kiss off. Criterion, take note.

20. The Naked Kiss (1964)

Not Rated | 90 min | Crime, Drama

Kelly, a prostitute, traumatised by an experience, referred to as 'The Naked Kiss,' by psychiatrists, leaves her past, and finds solace in the town of Grantville. She meets Griff, the ... See full summary »

Director: Samuel Fuller | Stars: Constance Towers, Anthony Eisley, Karen Conrad, Marie Devereux

Votes: 6,277

You can always count on Sam Fuller's films to be (at the very least) both brutal and refreshing, like a welcome punch to the face, or in this case a bashing by the purse-slinging, snarling Constance Towers who dominates the opening shot and the rest of this Douglas Sirk On Steroids anti-soaper. Like most of Fuller's oeuvre, there's a a lot more beneath the surface of Kiss, which exposes the curdled side of cream-white Grantville USA with a savagery that will still drop jaws 52 years after it was released. And therein lies the art of Sam Fuller: he can be subtle and subtlety powerful in the most overtly expressionistic ways. Towers is Kelly, a pro who fully intends to continue her self-destructive spiral until a mere look in the mirror makes her want to retch. She vows to turn her life around and scrape the rust from her heart of gold, only to find her "ideals" (embodied by white-bread Grantville) even more morally corrosive. It's complex edgy stuff that could turn to parody with one overplayed hand by any involved, but Fuller has an iron grip on the proceedings and a certified star in Towers. No one lets loose on your psyche till the final eerie, boldly ambiguous ending. If you see only one Fuller film, make it Naked. You'll keep telling yourself it shouldn't work, but the best thing about it is, it does.

21. Diary of a Chambermaid (1964)

Not Rated | 97 min | Crime, Drama

A sophisticated and self-assured woman from Paris joins a middle-class rural estate as a maid and causes quite a stir among the variously uptight, perverse and violent inhabitants.

Director: Luis Buñuel | Stars: Jeanne Moreau, Georges Géret, Michel Piccoli, Daniel Ivernel

Votes: 7,573 | Gross: $0.02M

"I bet people don't have much fun here" chic Parisian maid Jeanne Moreau observes to scum-of-the-earth groundskeeper Georges Geret in the opening sequence of the 1964 version of Octave Mirbeau's 1900 story that mirrors the rise of fascism in a small provincial French village after World War I. Well, she's right to some extent, unless your idea of fun is leather fetishism, of the type her "eccentric" boss likes to indulge in (a delightfully demented Michel Piccoli), or bullying sadism of the type Genet periodically metes out to the rest of the staff in between bouts of jingoistic idiocy in the name of racial cleansing. These are deep waters, but Luis Bunuel navigates them all deftly, letting Moreau's lovely expressive eyes and sensitive face drive the emotional thrust of the film. Celestine (Moreau) is about ten times more cunning than any of the other characters in this drama, but she's very clever in how she conceals it. It's the quintessential servant-as-superior film (ala Joseph Losey's The Servant) combined with a neat muted murder mystery but in this case the servant actually is an enlightened being, both culturally and empathetically. The "down" --- but very realistic --- ending only adds to the complexity and grace, as the final jump-cut shot brilliantly emphasizes.

22. Lilith (1964)

Not Rated | 114 min | Drama

A war veteran gets work at a mental institution where he meets the beautiful, but eccentric, Lilith.

Director: Robert Rossen | Stars: Warren Beatty, Jean Seberg, Peter Fonda, Kim Hunter

Votes: 2,194

Today it's impossible to imagine any large studio releasing a love story that's as twisted and cerebral as Lilith --- maverick, blacklisted director Robert Rossen's last salvo based on J. R. Salamanca's 1961 novel about a schizoid temptress (played by Jean Seberg with her renowned smoky mute expressiveness) who slowly drives her handsome caretaker (young angst-ridden Warren Beatty) over the crumbling fringe of his PTSD/Oedipal-scarred cliff. And that's because Lilith is about many things, but love is hardly at the top of the list, which is all to its credit. Rossen's script doesn't give you any information easily. It's all left to the actors, who follow Seberg's and Rossen's cues admirably and underplay each scene (even Beatty, who's largely criticized for the part) while giving you enough emotional tension and facial tics to keep you uncomfortable. The real allure of Lilith is in realizing how fragile the line between madness and "normalcy" can become, often without any overt indicators. This film on the whole avoids the standard Snake Pit clichés and fall-backs and invites you into a world where madness lurks everywhere. With strong supporting performances by Peter Fonda, Kim Hunter, Jessica Walter, and Gene Hackman.

23. Carnival of Souls (1962)

PG | 78 min | Horror, Mystery

After a traumatic accident, a woman becomes drawn to a mysterious abandoned carnival.

Director: Herk Harvey | Stars: Candace Hilligoss, Frances Feist, Sidney Berger, Art Ellison

Votes: 18,347

Herk Harvey and John Clifford's Carnival of Souls is proof that there is rarely such a thing as a "bad film" --- only a writer or director who can't make it work. Harvey and Clifford wrote and directed this 1962 horror indie on little more than $30k and suffered plenty in the process after the project wrapped. It's the stuff revenge legends are made of that, more than fifty years later, people are still singing it's praises and Criterion has released a new, even cooler version in 2016 on Blu-Ray. John Clifford states in the commentary that he's unsure why the film continues to intrigue and obsess fans to this day, but he's being modest. It's no big secret... Carnival of Souls just "works" and on multiple levels. It's an open-ended existentialist screen on which people can project their deepest, darkest fears (of which death is only the most obvious). Candace Hilligoss trained at the Actor's Studio and it shows. She imbues the lead, an oddly vacant young woman named Mary Henry with an other-worldly effeteness that skates manically from charming and bubbly to petulant and hostile. As the surrounding purgatory in which she finds herself trapped becomes more surreal, following a near fatal drag race, so does her hysteria --- even when she's overplaying it, her performance never seems false. Rarely have fever dreams been this well-executed and deftly drawn, and many directors today are giving themselves ulcers trying to match it. Is it the Citizen Kane of horror? No. But it's a damn cogent lesson in how to direct and write your heart out and make the results stick for decades afterwards.

24. Charade (1963)

Not Rated | 113 min | Comedy, Mystery, Romance

83 Metascore

Romance and suspense ensue in Paris as a woman is pursued by several men who want a fortune her murdered husband had stolen. Whom can she trust?

Director: Stanley Donen | Stars: Cary Grant, Audrey Hepburn, Walter Matthau, James Coburn

Votes: 61,661 | Gross: $13.47M

25. Woman in the Dunes (1964)

Not Rated | 123 min | Drama, Thriller

An entomologist on vacation is trapped by local villagers into living with a woman whose life task is shoveling sand for them.

Director: Hiroshi Teshigahara | Stars: Eiji Okada, Kyôko Kishida, Hiroko Itô, Kôji Mitsui

Votes: 15,236

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