THE ZOMBIE'S 101 FAVORITE SCREENPLAYS: #79

BONNIE AND CLYDE (1967)

The Writers:

David Newman and Robert Benton*

Why It’s Here

This entry in the 101 Favorite Screenplays countdown presents a truly daunting challenge, as most everyone who cares at all about film already knows why Bonnie and Clyde would be here. There are not many films in the entire history of cinema that have been analyzed, debated and studied more than this Arthur Penn-directed re-imagining of the short but spectacular outlaw careers of a podunk son of sharecroppers named Clyde Barrow and his West Dallas waitress paramour, Bonnie Parker. For over four decades now, writers have hailed Bonnie and Clyde for its revolutionizing depiction of onscreen violence, its stunning calibration of comic and tragic moods, the subtle brilliance of its usage of the young outlaws as symbols for the embattled counterculture then facing off against the “silent majority” over issues of war, peace, sex, drugs and rock and roll. Critics have detailed how Warren Beatty’s status as producer of his own star vehicle permanently changed the creative status of actors in post-studio system Hollywood, and even how the film forever changed the way those very critics did their jobs, as The New York Times’s old-guard scribe Bosley Crowther battled The New Yorker’s torch-bearer for the New Criticism, Pauline Kael, over just what Bonnie and Clyde meant to the future of cinema and America itself. The film figures prominently in two of the major pop film-history texts of the last ten years, Peter Biskind’s Easy Riders, Raging Bulls and Mark Harris’s Pictures at a Revolution, and Harris’s book, a chronicle of the five films nominated for 1967’s Best Picture Oscar, found room for an image from only one of those films on its cover…and it wasn’t Doctor Doolittle. It would seem that there’s not really a whole lot more that I could add to the discourse about this seminal American cinematic landmark. Fortunately, though, there’s one major aspect of Bonnie and Clyde that all the critical plaudits and scholarly dissertations have neglected to focus on: what a damn good story the film tells, and how well first-time screenwriters David Newman and Robert Benton tell it.

Benton and Newman met on the staff of Esquire (the former was the magazine’s art director, the latter an editor), and finding common artistic interests and aspirations, they decided to collaborate on a screenplay about a gang of criminals who had terrorized and thrilled the West Texas environs of Benton’s upbringing. In conceiving and writing Bonnie and Clyde, Benton and Newman clearly brought some artistic pretensions to the table; they hoped to use their film to translate to American screens the artistic gambits and revitalization of stale genre tropes characteristic of the French New Wave films they idolized (the writers spoke to both Francois Truffaut and Jean-Luc Godard about directing the film), and Bonnie and Clyde’s embodiment of the spirit of countercultural youth was by calculated design rather than happy accident. However, while the films of the French New Wave, particularly those of Godard, were often more concerned with breaking down cinematic language and stylistic flights of fancy than with narrative, Benton and Newman’s screenplay, for all its disjunctive shifts in mood, was clearly in the mold of the classic Hollywood narrative, telling a familiar rags-to-riches-to-rags tale with an easily delineated three-act structure. Plus, you don’t have to be an expert on the sociopolitical realities of 1960s America to appreciate the story Bonnie and Clyde tells. While many of the politically charged films of the same era now carry a faint whiff of the ridiculous (I remember watching Easy Rider in a film class years ago, and being basically the only person in the class who responded to it in any positive way), Bonnie and Clyde, perhaps owing to its early-1930s setting, has not dated nearly as poorly. In fact, with the exception of the slightly overwrought Freudian aspects of the titular outlaws’ sexual relationship, it hasn’t really dated at all. It’s a story that is indeed enriched by its cultural implications, but which nevertheless works entirely well on its own terms.

In Bonnie and Clyde, Benton and Newman tell the tale of two idealists in conflict with an existential world, people grasping at significance in a universe that, through accidents of circumstance and the crippling realities of economic depression, has conspired to render both of them meaningless in the grand scheme of things. As the story begins, Bonnie (Faye Dunaway) is a bored, miserable young woman who feels that her life is being wasted behind a lunch counter. She craves excitement and an outlet for her artistic pretensions, and when she meets the recently paroled stick-up man Clyde (Beatty) as he scopes out her mother’s car to potentially steal it, she senses a potential path out of the morass. Clyde is that particular American type, the big-time small-timer, and it’s telling that he attempts to impress Bonnie not through flashy words or sexual prowess (indeed, he admits to her when she first makes a play for him that “I ain’t much of a loverboy”, and his impotence is to be a wedge in their relationship for the majority of the film), but through brute assertion of will as he robs the local grocery store at gunpoint. The main reason Bonnie falls for Clyde, however, is not his skill with a gun, but the fact that, unlike the boys she’s used to, Clyde has really paid attention to her, enough so that he pretty much has her pegged from the start. “You know, you’re like me. You want different things. You got somethin’ better than bein’ a waitress. You an’ me travelin’ together, we could cut a path clear across this state…and everybody’d know about it.” He knows just what buttons to push, how to appeal to Bonnie’s aspirations for the sweet life, aspirations that no one else seems prepared to nurture and that the country itself seems ill-equipped to deliver, mired as it is the Dust Bowl-stricken depths of the country’s worst-ever economic depression. Clyde is the only one holding out even a hope for something better, the only one who realizes that the world they live in is not going to give them the better life they’re both after. They’re going to have to take it. And if they have to do so at gunpoint…well, that’s the price the world has to pay for marginalizing people with potential.

Throughout Bonnie and Clyde’s exploits, Benton and Newman include episodes that highlight the actual identity of Bonnie and Clyde’s adversaries. They are not truly against the police, who for all the ferocious violence they bring to bear against the outlaws are for the most part portrayed as faceless cogs in the governmental-bureaucratic machine. It’s telling that two cops in hot automotive pursuit of Bonnie and Clyde turn back from the chase the minute the outlaws cross the Texas border (“I’m not gonna risk my neck in Oklahoma!”). They’re not chasing Bonnie and Clyde out of some idealistic sense of justice. They’re doing it because it’s their job, and once Bonnie and Clyde are out of their jurisdiction, it’s someone else’s problem. Only Texas Ranger Frank Hamer (Denver Pyle), who suffers through a humiliating photo session after being snared by the outlaws, takes his pursuit of Bonnie and Clyde personally, and he is thus the closest thing the film has to a traditional antagonist (not surprising, then, that he is the man in command of the hail of gunfire that ultimately brings the outlaws down). Likewise, though Bonnie and Clyde are bank robbers, they don’t seem to have anything against the bankers themselves. They seldom raise a hand against the tellers and managers of the establishments they rob, and the one time that Clyde kills a bank employee (he panics when the teller jumps on the running board of their fleeing car), he experiences great remorse over it. But the banks themselves, the institutions of commerce…they’re the real enemy, and perfectly capable of inflicting thoughtless injury against people they’ve never met, as we see when the injured Barrow Gang stops for water and medical attention in a camp of Okies displaced by the Dust Bowl and bank failures, or when Bonnie and Clyde join a now-homeless farmer, driven off his land by the banks, in riddling a foreclosure sign and the windows of his lost farmhouse with bullets (later in the film, Clyde will blast out the windows of an actual bank when he finds out it went belly-up before he shows up to rob it). Clyde clearly reveals whose side he’s on during a heist scene when he asks a customer who the wad of money on the counter belongs to, the bank or him. The farmer says it’s his money, and Clyde tells him to keep it; this same farmer, interviewed by reporters after the heist, delivers one of Benton and Newman’s best lines of dialogue: “Alls I know is, they did right with me, and I’m bringin’ me and the missus flowers to their funeral.” Bonnie and Clyde are not at war with their fellow man. They’re against faceless, heartless financial institutions, against economic totalitarianism, against the Depression itself, a Depression that caused the most damage to those who had no real stake in the corrupt financial dealings that had brought America to the precipice. Bonnie and Clyde is clearly a film that resonates with the issues of our time as much as with those of its own, and it wouldn’t surprise me if we find scholars and politicians looking to the film for an indication of where our current economic crises might be leading us as a nation, and as a cautionary tale, a reminder that if you allow idealistic people, people who still believe in the American Dream, to be punished for the crimes of others for too long, sooner or later, they’re not going to take it, and they’re going to have justice, even if they have to kill you to get it.

All of this makes watching Bonnie and Clyde sound like a rather dry academic exercise, a game of spot-the-subtext rather than a fun and exciting gangster movie. The brilliance of the film is that it is both of these things at once. For all of its weighty themes and elegant sociopolitical underpinnings, the tale of Bonnie and Clyde is itself tremendously compelling. As the gang expands its operations and grows more ambitious, they begin to draw in new recruits. First, it’s C.W. Moss (Michael J. Pollard), a gullible pipsqueak who walks away from his daddy’s ramshackle gas station without looking back to become Bonnie and Clyde’s getaway driver. Soon, they are joined by Clyde’s good ol’ boy brother Buck (Gene Hackman) and his new bride Blanche (Best Supporting Actress Oscar winner Estelle Parsons), a sensible daughter of a Baptist preacher. Blanche’s somewhat more elevated social standing indicates the depths to which the Depression had sunk if even a preacher’s daughter feels like casting her lot with armed bandits might not be the worst idea anyone’s ever had. “Bonnie and Clyde” thus become the Barrow gang, and the film’s dynamic shifts from that of an outlaw romance to a story of a strange surrogate family under siege. After all, economic strife and social turmoil does not just target individuals. Benton and Newman expertly anatomize the one-on-one relationships within the gang, from the courtly politeness between Blanche and C.W. to the barely suppressed hostility between Blanche and Bonnie to the jolly but skin-deep joshing of the two brothers. This setup works for a time, keeping the Barrow gang well-funded and one step ahead of the law, but we see how far this situation is from satisfying the real demands of family life in the celebrated picnic sequence, when the gang meets up with Bonnie’s family for a meal and Bonnie’s aged mother (a piercing performance by Mabel Cavitt) more or less tells her daughter that she knows she’ll never see her alive again…and not because Mother Parker is the one headed for a date with the Grim Reaper. Still, family life is not all it’s cracked up to be, either, if Benton and Newman’s depiction of C.W.’s strained relationship with his daddy Ivan (Dub Taylor) is any indication. Ivan can’t have been too pleased about C.W. abandoning the family service station to run off with these criminals, but amazingly enough, he seems less furious about this or even about Bonnie and Clyde’s criminal ways than he does about the large, gaudy chest tattoo C.W. has gotten during the crime spree. He tells C.W. he looks like trash with the tattoo, and when C.W. defends Bonnie and Clyde, Ivan dismisses the real affection those two have for him by invoking the inviolable realities of blood: “I’m your pa, I’m your kin, not that there Clyde Barrow!” Indeed, it’s Ivan Moss who eventually leads Bonnie and Clyde to their destruction, tipping off Hamer to the outlaws’ whereabouts and thus condemning his own houseguests to die in a hail of lead. Once again, something as essentially meaningless as a tattoo results in the deaths of two vibrant young people at the hands of an at-best indifferent social system. In the world of Bonnie and Clyde, even home and hearth does nothing to provide the nurturing succor necessary for survival, further shoring up the film’s depiction of a world at war with its own professed values.

Perhaps the most brilliantly calibrated aspect of Benton and Newman’s narrative is the constant escalation of violence, and with it, the increasing prevalence within the film’s universe of the inevitable reality of death. Clyde’s first onscreen robbery is a bloodless one (he merely fires a warning shot over the grocery clerk’s head), but blood has already informed his past, as his limp is the result of a self-mutilation performed to get out of prison work detail. As the film progresses, the gang’s crimes grow more violent. Clyde gets attacked by a butcher with a meat cleaver during another grocery-store robbery; he doesn’t kill the man, merely knocks him out with the butt of his gun, but as they speed away from the crime scene, he can’t fathom why this man, a man he didn’t even know, would attack him (throughout the film, Clyde’s lack of perspective, his inability to think beyond his own nose or to discern the consequences of his actions to anyone outside his inner circle of outlaws, is perhaps his greatest character flaw). Soon, the running-board shooting of the banker occurs, leading to great emotional turmoil for the whole gang, but it isn’t long before the gangsters find themselves in full-scale shootouts with police armed with machine guns, grenades, even tanks. With the exception of C.W., all of the gang’s members end up wounded in a nighttime gun battle in Platte City; a head-shot and delirious Buck dies of his injuries, and Blanche is blinded by gunfire and eventually taken into custody (where she unthinkingly tips off Hamer to C.W.’s identity), all of which is prelude to the orgasm of blood that is the final-scene sitting-duck murder of Bonnie and Clyde by police. Of course, if we’ve been paying any attention, we knew all this was coming from the way in which Benton and Newman have threaded implications of death throughout the screenplay. The farmer’s declaration about funeral flowers gets a laugh, to be sure, but it’s the film’s first suggestion that the road Bonnie and Clyde travel can end only with the grave, and as the film progresses and its violence grows increasingly bloody and chaotic, the cloud of death hangs ever more heavily on the titular duo, particularly on Bonnie. She is hit by the reality of their circumstances when the gang steals a car belonging to a young man, Eugene (Gene Wilder), who gives pursuit with his girlfriend Velma (Evans Evans), only to be taken hostage by the Barrow gang. The strained situation soon settles into a cheerful adventure for the shanghaied young lovers; they happily share take-out hamburgers with the outlaws, and Eugene even laughs hysterically at Buck’s over-told joke about milk laced with whiskey. All is going smoothly, until Eugene casually mentions that he’s an undertaker…at which point Bonnie demands that the young couple be tossed out at the roadside. She realizes that she’s driving towards her death, and the film’s next major sequence is the Parker family picnic, Bonnie’s desperate attempt to reclaim a glimmer of the life she once knew, and took for granted, before Clyde invited her on his death march. Still, she can’t escape from the path she has chosen here; her own mother tells Clyde, when he suggests that the gang might soon retire and settle near Mrs. Parker, “You try and live three miles from me and you won’t live long, honey.” Eventually, even Bonnie accepts the inevitable, as she pens a poem, “The Ballad of Bonnie and Clyde”, that lays out the facts in spare, unforgiving words: “Some day they’ll go down together / they’ll bury them side by side / To a few it’ll be grief, to the law a relief / But it’s death for Bonnie and Clyde”. (This, by the way, is directly quoted from a poem written by the real Bonnie Parker and published in newspapers around the country during the outlaws’ spree.) Benton and Newman use Bonnie and Clyde’s story to remind us of a painful reality. Death comes for us all, but it’s up to us whether we want him to kindly stop for us…or whether we race to meet him through our own foolish actions.

One final aspect of Bonnie and Clyde’s writing that deserves commendation is Benton and Newman’s dialogue, its perfect ear for the idiosyncrasies of southern and Midwestern American speech. Though the characters by and large all communicate in the same unpolished just-folks conversational style, there are subtle differences that delineate who they are. Bonnie, obviously the (slightly) more educated of the pair, peppers her speech with statements that are almost literary in their sophistication, hinting at her pretensions as a writer (when she first rebuffs the impotent Clyde, she tells him “Your advertising’s just dandy. Folks would never guess you don’t have a thing to sell”). Clyde is less eloquent than Bonnie, but his frank good-ol’-boy speechifying has a singularly middle-American no-nonsense quality, a way of cutting right to the heart of the matter, as when he replies to Bonnie’s anger over his sexual problem: “If all you want’s a stud service, you get on back to West Dallas and you stay there the rest of your life. You’re worth more than that. A lot more than that. You know it, and that’s why you come along with me.” C.W. is even less linguistically gifted than Clyde (Pollard equips him with a slight stutter to indicate that he doesn’t even trust his own words), and Buck, like his brother, is a motormouthed bumpkin, but has even less of consequence to say; it’s no accident that his two most extended passages of dialogue in the picture feature him repeating the same not-very-funny joke. The whole script is an unforced and extremely successful example of characterization through dialogue, all of which is delightfully seasoned with southern colloquialisms and pronunciations (I love when Clyde, telling Mrs. Parker how he refused to pull a certain job, says he didn’t do it because “Bonnie could get hurt cheer”). Much credit must be given to the actors, especially Beatty, for embracing the countrified inflections of Benton and Newman’s script, but as they say, it ain’t on the stage if it ain’t on the page.

Benton and Newman’s groundbreaking screenplay has influenced virtually every crime picture in the forty-plus years since Bonnie and Clyde’s release; it’s almost impossible to imagine Natural Born Killers, Thelma & Louise, and pretty much Quentin Tarantino’s entire cinematic output without it. Nevertheless, I think the central lesson of Bonnie and Clyde for screenwriters is not about the calibration of various onscreen moods, about the proper way to use violence in your narrative, or even about how to use your story to comment on sociopolitical issues of the day. Bonnie and Clyde’s central lesson is much more basic. Benton and Newman were men completely outside of Hollywood. They were not hired to write a screenplay about Bonnie and Clyde, nor did they undertake the project with dreams of box office glory and critical acclaim, and they certainly didn’t take into consideration the difficulties of getting a period film produced as first-time writers. This was an original spec screenplay, and they wrote it because they loved the story, wanted to see it brought to the screen, and figured the best way to see the story told the way they wanted would be to tell it themselves. As I try to remind myself every day, that’s the best reason, maybe the only reason, to write any screenplay. And for Benton and Newman, as it hopefully will be for me someday, the rest is history.

AWARD NOMINATIONS (BOLDFACE INDICATES A WIN): Academy Award, Best Original Screenplay; Edgar Allen Poe Award, Best Motion Picture; Golden Globe, Best Screenplay; National Society of Film Critics Award, Best Screenplay; New York Film Critics Circle Award, Best Screenplay; Writers Guild of America Award, Best American Drama Screenplay; Writers Guild of America Award, Best Original American Screenplay

* Note: Robert Towne assisted Warren Beatty on the set with creative issues, and is credited by film scholars with a good deal of input into Bonnie and Clyde’s completed screenplay. However, since he is not credited as a co-writer on the finished film (he is listed instead as a “special consultant”), I as well have decided in this review to grant sole credit to Benton and Newman.

THE ZOMBIE WEIGHS IN: THE TOP 10 OF 2009

I generally find top 10 lists, at least as compiled by me, to be fundamentally dishonest. Not because they are an inaccurate reflection of what I feel are the best films I saw in a particular year; they are always accurate, otherwise why would I even try to write a list? Nor do I generally dislike the exercise, as some do, because I believe that ranking films in order of quality is somehow unfair or inappropriate as a response to art. Good art exists, at least in part, to provide us with a means of judging good from bad. I can tell you right now that GoodFellas is a better movie than Battlefield Earth, and go to my grave (again) knowing that this is gospel truth. The real reason I find top 10 lists to be a somewhat hollow exercise, ultimately, comes down to economics. I do not write these reviews for a living, and as such, do not get comped at every film I see. Therefore, I am not able, as are many critics, to see every film that finds general release in their area of operations within a given year. So any top 10 list you get from me is always far from definitive. It does not reflect the best of its year, but merely the best among the films that I managed to see and for which I developed strong affections and rooting interest.

You will thus notice that many of 2009's most acclaimed releases do not find a home on my list. I am still waiting for the crowds to die down to check out James Cameron's game-changing 3D sci-fi spectacle Avatar. The Hurt Locker (directed, incidentally, by Cameron's ex-wife Kathryn Bigelow) is one that I kept meaning to see and just never got around to; I'm sure I'll catch up with it now that it's been released on DVD. As for Precious: Based on the Novel "Push" by Sapphire...frankly, as long as I'm still paying for my own tickets, I'd rather not do so for the privilege of being bludgeoned into depression for two hours. My free time is limited as it is. Still, that leaves a large number of major and independent releases that I ventured out of my dank cinematic crypt to witness, and when I began to rank them in qualitative order for 2009, what did I find?

Well, I found, much to my surprise, that each film on my countdown pairs naturally, as a sort of companion piece, with another film on the list. I don't really have ten individual films here. I have five pairs of pictures, each film going hand in hand with, or sometimes ironically commenting upon, its companion picture. I have two tales of demented defenders of justice. Two stylistically divergent stories of World War II Nazi hunters. Two uncommonly literate and deeply felt family films. Two superbly crafted and supremely well-written science fiction epics. And two true-life tales of troubled sports legends. I don't know what exactly to make of all this. Perhaps I'm pairing films two by two to lead them into the great cinematic ark in preparation for the coming apocalypse (probably not, though; after all, 2012 is another release that I missed this year). Either way, and for what a vastly incomplete cinema-going year is worth, here are the Movie Zombie's Top Ten Films of 2009...

10. THE BAD LIEUTENANT: PORT OF CALL NEW ORLEANS

Many people might be tempted to dismiss this picture as simply a rickety framework for a single great performance, but I think it's actually a good deal more than that. Working from William Finkelstein's sharp and unconventional screenplay, and using Abel Ferrara's wildly overrated 1992 cop-thriller morality play as a jumping-off point, international cinema master Werner Herzog has crafted a fever-dream black comedy that captures the swampy, where-do-we-go-from-here morass of post-Katrina New Orleans as well as any work of art I've seen in the wake of the city's near-destruction four years ago. Under Herzog's capable documentarian's eye, the city is a grungy mass of tangentially desperate lives, human souls as criminal capital, and past glories gone unpleasantly to seed. All of this and more is captured in Nicolas Cage's grotesque, scarred and darkly hilarious performance, one of the most impressive of this year and of the actor's career. For most of the past decade, Cage has been either giving too much of himself to movies that were unworthy of his efforts (Ghost Rider) or sleepwalking through pictures that deserved better from him (National Treasure), but here, as a chronically pained, medicated-to-the-gills and shithouse-rat-crazy Crescent City cop, he is working without a net, and the results are as thrilling as any chase scene or shootout could ever be.

9. OBSERVE AND REPORT

After writer-director Jody Hill's abysmal debut feature, the joke- (and laugh-) free The Foot Fist Way, I had no way of knowing what to expect from him next. I certainly didn't expect the best comedy I saw all year, but that's what I got with this scabrous satire of middle-American dreams crashing against the reality of the angriest recent American era that I can recall. Seth Rogen, in a performance revelatory in its darkness, plays a mall security guard caught up in a tangle of desires: to become a real cop and lay waste with his blazing shotgun of justice, to solve a series of potentially inside-job robberies plaguing the mall after dark, and to collar a chubby flasher who showed his junk to the skanky makeup-counter slut of Rogen's dreams (played, in a gutsy, proudly unlikable performance, but the usually adorable Anna Faris). To better focus his mind and combat his enemies, Rogen goes off his bipolar-disorder meds, and the film basically turns into a Midwest-set comedy remake of Taxi Driver, complete with bloody shootings and beatings that are all played for stick-in-the-throat laughs. This picture is admittedly way too dark for the same America that made the superficially similar Paul Blart: Mall Cop into a surprise hit; after all, at no point does Blart engage in any activities that might make an audience say, "Uh, was that date rape?" But if you can tune into its caustic wavelength, there's no film this year that provides bigger and more shocking laughs. Honorable mention to the usually stoic Michael Pena for the year's most unexpectedly daffy supporting performance as Rogen's partner in crime.

8. FLAME & CITRON

This brooding, elegant Danish historical thriller was already available in all-regions DVD at my local indie video shop when I caught up with it in theaters. But this picture, beautifully photographed and art-directed and brimming with explosive action set-pieces, was made to be experienced on the big screen. Co-writer / director Ole Christian Madsen draws his inspiration from the true-life World War II exploits of two resistance fighters who traversed Denmark doing one thing and one thing only: killin' Nazis. But despite all the skillfully rendered shootouts and chases on display here, the picture takes its strongest dramatic inspiration from film noir, as Madsen presents a world of shadowy intrigue, close-quarters backroom deals, and slinky women with more secrets than sex appeal. It may not be textbook accurate to the history, but the results are potent and supremely entertaining. Thure Lindhardt makes a strong impression as a gunman turned star-crossed lover, but it's Mads Mikkelsen (so chilling as Le Chiffre in Casino Royale) who takes the acting honors as a man who has given his health, his family and his very being over to the soul-crushing, bloody job of doing the right thing.

7. UP

The only film on this list that I didn't catch up with until DVD was this utterly delightful animated fantasy from the seemingly creatively unstoppable wizards at Pixar. When I first heard about this picture, it sounded to me like a flimsy excuse for a story slapped together around an image with which the animators just fell in love, that of a little house floating away on a massive bunch of balloons. Well, I hereby eat my words, as this film, wonderfully well-written by co-directors Bob Peterson and Pete Docter, tells one of the most original and unexpected stories of the year. It's a tale of two lost and lonely people, one a sad widower, one a too-eager-to-please latchkey kid, making an unlikely connection and forging an unexpected surrogate family. Oh, and it's also about faraway jungle paradises, magical birds, and aerial battles with biplanes piloted by dogs wearing collars that let you hear their thoughts. And somehow, this all comes together and just works. Ed Asner and Jordan Nagai contribute sterling vocal performances that contribute mightily to the film's much-celebrated pathos, but it was the strong and genuine humor of Up that really caught me up short. Everyone told me they cried in the first ten minutes. They didn't tell me I could expect to laugh my way through most of the remaining film. But as you can tell, Up was a film that, for me, was all about wonderfully pleasant surpri - SQUIRREL!!!!

6. FANTASTIC MR. FOX

The most purely joyous cinematic experience I had all year was Wes Anderson's utterly charming stop-motion adaptation of Roald Dahl's classic kids' book, a film that put a big silly smile on my face for hours after it was over. Anderson's genius here was to take the puppet-animation format and the strong, spiky writing of Dahl and, with the aid of co-scripter Noah Baumbach, transform it into...what do you know? A Wes Anderson movie. Dahl's tale of a chicken-stealing fox going on one last big raid turns out to be a perfect fit for Anderson's preoccupations with tricky family dynamics, male midlife crises, and characters of sometimes paralyzing but always amusing quirkiness. George Clooney's voice, smoky and soothing, deftly brings Foxy's wiliness and warmth to life, and he's matched expertly by Jason Schwartzman (as the fox's underachieving son), Bill Murray (as a badger attorney) and the hilarious Wally Wolodarsky (as Fox's fawning mole sidekick). The picture's animation, all soft autumnal colors and delightfully unexpected details, breathes love and care with every frame, but its off-center framing and dead-on wide-angle compositions never let us forget that this is Anderson's show, and the result is one of the most unique-looking animated features Hollywood has ever produced. Bonus points as well for the typically eclectic Anderson soundtrack, with everything from "The Ballad of Davy Crockett" to the Bobby Fuller Four's exultant "Let Her Dance", which brings down the curtain on Foxy's adventures.

5. STAR TREK

Director J.J. Abrams and writers Roberto Orci and Alex Kurtzman (Writers Guild-nominated for their work here) have done what I would have thought was impossible. They made Star Trek cool again. The task before them was not an easy one: Reboot a dormant franchise that has fallen on hard times, but do so in such a way that you neither piss off the fanboys who want to see their beloved characters and world respected, nor alienate the general audience looking for some exciting sci-fi action and uninterested in minutae and preaching-to-the-choir devotion to "canon". Abrams and his writers solve these problems with some ingenious script solutions both reverent to all that has gone before in the Star Trek mythos and skillfully managing to serve as a perfectly logical "introduction" to these characters and their universe. Of course, all of that would be meaningless if the film didn't also deliver as entertainment, and this picture is supremely exciting, with dazzling special effects, thrilling action, and plenty of leavening humor. The characters are strong and swiftly defined in the drama, and kudos to the entire cast for taking on near-iconic roles and imbuing them with their own energy and actorly flourishes. I can't think of the last movie that made me instantly ready for a sequel, but Star Trek pulled it off. For summer entertainment, this is about as good as it gets.

4. TYSON

The best documentary I saw this year was James Toback's in-depth look at the rise and fall of The Most Dangerous Man on the Planet. A personal friend of former heavyweight champion Mike Tyson, Toback was granted unusually intimate access to the fighter, and the result is a probing, brilliantly edited examination of a deeply troubled and surprisingly complex modern American figure. You wouldn't think that Mike Tyson basically talking for ninety minutes could hold your interest, but Tyson is never less than compelling as he reveals a melancholy, in many ways half-formed man who was given one supreme gift and who unfortunately fell in with people who were willing to exploit that, no matter the cost to the man himself. Toback makes no explanations of or apologies for Tyson's indiscretions with Desiree Washington, Evander Holyfield, or anyone else; this is Tyson's own story, and the filmmaker gives it to you straight. Make of that what you will. The film also provided me a welcome opportunity to see fight footage of Tyson for the first time in a while, and listening to the audience around me wince and groan with every blow, you are reminded what a destroyer the man was, and of all he could have been, before his demons got the better of him. Most unexpectedly moving scene of the year: Tyson standing on a beach watching the waves, as he reads, in voice-over, Oscar Wilde's "The Ballad of Reading Gaol". It's daring. But it works.

3. INGLOURIOUS BASTERDS

Quentin Tarantino's best film since Pulp Fiction is like the hell-raising twin brother of Flame & Citron, taking the same basic Nazi-hunter framework and turning it into a blazing comic-book funhouse ride that runs roughshod over history, cinema and general propriety. And it is exhilarating to experience. Tarantino spins an almost tall tale-style yarn of various factions of anti-Nazi forces, from a Jewish-french cinema manager (Melanie Laurent) seeking revenge for her family's deaths to a gang of wildcat Nazi-killers led by a lunatic good ol' boy with a mad-on for Nazi blood (Brad Pitt, in a thrilling low-comedy performance), converging at the premiere screening of a new Riefenstahl-esque propaganda film to be attended by all of the Nazi brass, including ol' Uncle Adolf himself. The results, while completely inaccurate from the historical perspective, remind us of one of our primary reasons for moviegoing: the rendering of cosmic justice. At the movies, the guy who deserves the girl usually gets her, the underdog usually wins...and here, the Nazis go out not with a whimper, but with a bang, at the bloody and triumphant hands of those who most deserved to take them out. Tarantino has lost none of his gift for hilariously unexpected dialogue and tension-fraught buildups to fierce action, and in Hans Landa, a Jew-hunting Nazi played by the astonishing Christoph Waltz, he has given us the year's most instantly iconic character, a silky-smooth operator playing all sides to his own advantage and barely concealing the monster who lies beneath the Brilliantine smile and comically oversized pipe.

2. DISTRICT 9

By the final half hour of this film, I was frankly shocked by how caught up I had become in its powerful and politically incisive dramatics. Science fiction, from A Clockwork Orange to Children of Men, is often at its best when utilizing fantastical scenarios to illuminate our real-world travails, and that is certainly true of co-writer / director Neill Blomkamp's alien-landing allegory, the best film about apartheid to hit theaters this year (and remember, I've seen Invictus). Blomkamp's tale of undesirable space visitors quarantined in a Johannesburg shantytown, where they have been roughly slotted into the social-dregs slot formerly filled by the country's black Africans, packs plenty of social commentary into its details, from the derogatory nickname ("prawns") the humans use for the aliens to the fact of the "slave names" bestowed on the creatures by their captors (it took me half the movie to realize that "Christopher Anderson" was one of the aliens). Blomkamp's stroke of genius is to place the aliens' landing in the past (28 years before the movie begins) rather than making it the catalyst of his story. Racism takes time to fester and grow into a way of life, even in a former haven of institutionalized prejudice like South Africa, and by making his aliens decades-long inhabitants of their slums, Blomkamp gives you the down-and-dirty, deep-in-the-bone realities of race (or in this case species) hatred as few films have. Of course, if political commentary is not your thing, this picture is also a slam-bang sci-fi actioner, as government agent Wikus van der Merwe (Sharlto Copley, a knockout in his feature-lead debut), put in charge of liquidating the alien ghetto, learns in the hardest way possible how the other half lives. Made for $30 million, the film's flawless special effects and exhilarating action set-pieces make it look like it cost at least twice that. Of course, it helps if you know that the shanty the aliens live in was not a set. The production shot on a REAL former black shantytown in South Africa. From out of fantasy, truth. That's sci-fi at its best...which is just what District 9 represents.

1. THE DAMNED UNITED

The best film I saw in 2009 was barely seen by most of America (last I looked, it had not even grossed $1 million in the States), and the only other guy I know personally who has seen it had major issues with the script that kept him from recommending it. So I stand as sort of a lone champion for this fact-based British football drama, a complex and incisive portrait of frustrated ambition and thwarted hubris. Written by the great Peter Morgan (The Queen, Frost/Nixon), The Damned United is the true-life story of Brian Clough (Michael Sheen, in one of the year's truly greatest performances), the brash, big-talking manager of Derby County Football Club, who, in 1974, was given the chance to take over Leeds United, then England's greatest football side, a team formerly managed by the formidable Don Revie (Colm Meaney), and a team that Clough had spent much of his career deriding as hooligans and thugs who had earned none of the titles they had received fair and square. Clough jumped at the chance to finally set right a squad that he believed was disgracing the great game of football, and thus his reign over The Damned United began. And lasted for all of 44 days. Why all the venom? Why would a great manager (a coach of champions himself, by the way) hold so much enmity against another? Because one time, at a Derby-Leeds match, Don Revie neglected to shake Clough's hand on the way into the stadium. Because, clearly, little strokes fell great oaks. The result is one of the most unique and forceful sports films I've ever seen. Sheen is all bluster and thrilling, cocksure arrogance as Clough, Timothy Spall matches him point for point as Clough's loyal-but-principled assistant manager Peter Taylor, and the whole package is carried off by director Tom Hooper (TV's John Adams) with effortlessly convincing period detail, peerless energy, and a superbly English sense of restraint (the whole affair wraps up in a just-about-perfect 98 minutes). I'll say it again: The Damned United. And I know you didn't see it when it was out. Well, it comes out on DVD and Blu-Ray on February 23rd. Netflix will have it, I'm sure. And when that happens...the Zombie does not want to hear excuses.

Note: Visit here for the Zombie's list of the best films of 2008.