50 Movies That Are Better Than The Book

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Passionate bookworms can be a protective bunch. Just behold their furious anger if a paperback-to-film adaptation's screenwriter changes even the slightest element of a beloved novel. And it's usually justified, since far too many Hollywood adaptations either abandon all of the source’s subtext or enhance the showier moments while forgetting about character developments. That’s why the staggering amounts of fans dedicated to the late Swedish author Stieg Larsson’s “Millennium Series” are waiting with baited breath and sharpened knives for The Girl With The Dragon Tattoo, acclaimed director David Fincher’s much-ballyhooed repackaging of Larsson’s first “Millennium” entry (hitting theaters tomorrow, December 20).

Having sold 15 million copies in the United States alone, Larsson’s The Girl With The Dragon Tattoo is a pop culture phenomenon, so thankfully the impeccable Fincher (Fight Club, The Social Network) tackled the project with his signature, superlative talents. His first master-stroke was casting the relatively unknown Rooney Mara as the series’ iconic female badass, Lisbeth Salander, a troubled computer whiz who dresses like a Hot Topic regular and helps solve a 40-year-old murder mystery. In addition, Fincher and screenwriter Steven Zaillian (Schindler’s List, Gangs Of New York) retained the book’s graphically adult nature but also expanded upon characters’ complexities (namely Lisbeth) and sprinkled in sickly clever stylistic touches (the sounds of Enya’s “Orinoco Flow” make a particularly grisly scene all the more disturbing).

Those 15 million owners of Larsson’s Dragon Tattoo can breathe easy: Not only is Fincher’s movie a worthy adaptation, it’s by all means the superior version, even better than the impressive 2009 Swedish film starring Noomi Rapace. Inspired by Fincher’s accomplishment, we’ve taken a look back at cinema’s history to salute The Girl With The Dragon Tattoo’s predecessors, a.k.a. 50 Movies That Are Better Than The Book.

Written by Matt Barone (@MBarone)

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50. Shutter Island (2010)

Based on: Shutter Island, by Dennis Lehane (2003)

At first glance, Boston crime novelist Dennis Lehane's atypical Shutter Island doesn't exactly scream out “Marty Scorsese.” Seeped in Gothic suspense and psychological horror, the addictive book, about two U.S. Marshals investigating a missing inmate (who's a murderer, no less) on an Alcatraz-like, island prison/asylum, hugs the horror genre closely while keeping the blood and guts curbed. Aside from 1991's Cape Fear, Scorsese hadn't dabbled much in scares.

But then again, we're talking about our best living director. Unsurprisingly, the iconic filmmaker owned Lehane's source material, taking influences from old-school chiller mavericks like Val Lewton and Alfred Hitchcock and crafting a powerful mind-bender. Leonardo DiCaprio's unhinged performance is arguably his best work yet, and the hallucinogenic dream sequences show Scorsese at his most ghoulish.

Shutter Island, the movie, is one that should be watched again once its big reveal is learned; Scorsese so meticulously lays out the clues that there's not one cheat, and, upon the second viewing, the film's tone alters into something far more tragic. Lehane's novel, on the other hand, while still a knockout, is ultimately more of a brain-scrambler than a heartbreaker.

49. Jackie Brown (1997)

Based on: Rum Punch, by Elmore Leonard (1992)

Only Quentin Tarantino could read Elmore Leonard's straightforward crime novel Rum Punch and envision a Blaxploitation throwback starring Foxy Brown herself, Pam Grier. And for that, we'd like to thank Mr. Tarantino, because Jackie Brown, the (unfairly) least celebrated film in the filmmaker's catalog, bounces with original characters and offbeat performances that enhance Rum Punch in every which way. That is, if you, like us, enjoy copious amounts of profanity, Samuel L. Jackson at his most bombastic, and overlong montages set to '70s soul music.

48. Drive (2011)

Based on: Drive, by James Sallis (2005)

For all intents and purposes, James Sallis' short, crisp Drive is an entertaining though brief trip into old-school noir storytelling. There's a stunt driver, he gets paid to crash vehicles by day and escort criminals by night, someone double-crosses him, and he gets bloody revenge—the end. The narrative is brief (158 pages), and the prose is sparse; if adapted to the tee, Drive, at best, would be an hour-long TV movie.

Nicolas Winding Refn, the independent Danish filmmaker responsible for critics' favorites Bronson (2008) and Valhalla Rising (2009), saw Sallis' fiction differently; in his eyes, Drive is a modern-day fairy tale about a disconnected man (Ryan Gosling) saving an endangered, warm-hearted maiden (Carey Mulligan). Guided by that premise, Winding Refn fashioned a stylish “neo-noir,” underscored by a transcendent, '80s-inspired soundtrack and sporadic fits of ultra-violence. Sallis must be perplexed.

47. Let Me In (2010)

Based on: Let The Right One In, by John Ajvide Lindqvist (2004)

In the battle of Let The Right One In adaptations, the 2008 Swedish film, directed by Tomas Alfredson, tends to emerge victorious over Matt Reeves' stateside version, Let Me In (2010). And we're not about to argue Alfredson's film's merits. Like Let Me In, it's based on John Ajvide Lindqvist's inventive take on the vampire novel, about a pre-teen outcast who forms a bond with a little girl bloodsucker. Beautifully shot and delicately nuanced, Alfredson's Let The Right One In is by all means spellbinding.

But, let's face it: The kids in Let The Right One In are rather dull, unlike Let Me In's Kodi-Smit McPhee and Chloe Moretz, both of whom give outstanding, multifaceted performances. Reeves also pays more attention to the vampire's detached, older caretaker (a somber Richard Jenkins) and utilizes composer Michael Giacchino's Shining-esque score to amplify the film's tensest moments. An American horror remake that's better than its foreign predecessor? We're just as shocked by the possibility as you most likely are about our opinion.

46. High And Low (1963)

Based on: King's Ransom, by Ed McBain (1959)

The late Ed McBain must have loved Akira Kurosawa. Before the Japanese filmmaker turned McBain's 1959 novel King's Ransom into High And Low, one of the greatest crime films ever made, the New York author's book was just the latest part of his 87th Precinct series; now, King's Ransom will forever be associated with greatness.

High And Low is, plain and simple, a police procedural, yet it's one that Kurosawa infused with the same brand of visual beauty and narrative complexity that he afforded his high-ranking samurai flicks (Seven Samurai, Yojimbo). C.S.I., it isn't.

45. The Verdict (1982)

Based on: The Verdict, by Barry Reed (1980)

There's an almost novel-like feel to Sidney Lumet's legal drama The Verdict, based on Barry Reed's inconspicuous 1980 book. Heavy on dialogue, the Paul Newman-starring slow burner revolves around a hard-boozing lawyer who looks to redeem himself through a case involving a woman who's put in a coma after a botched operation. Screenwriter David Mamet came from a theater background, and it shows—The Verdict's only real action comes when characters stand up and walk around during mid-conversation. But that doesn't take away from Newman's commendably undemonstrative performance, nor Lumet's flair for turning the most seemingly mundane scenes into subdued nail-biters.

44. The Constant Gardener (2005)

Based on: The Constant Gardener, by John le Carré (2001)

Within the artsy sect of film buffs, Tinker, Tailor, Soldier, Spy is currently wowing audiences with its old-school spy thriller flourishes and rich performances (namely that of leading man Gary Oldman). One byproduct of the film's warm reception is a renewed interest in British author John le Carré, England's reigning champion of all things fictional espionage and the man who wrote Tinker, Tailor way back in 1974.

Of le Carré's more recent novels, The Constant Gardener is the only one to yield a major motion picture, and it's one hell of a film. Directed by Brazilian filmmaker Fernando Meirelles (City Of God), 2005's The Constant Gardener stars Ralph Fiennes as a social activist embroiled in a deadly conspiracy while trying to avenge his wife's (Rachel Weisz) murder in Africa. It's densely plotted and jarringly paced (flashbacks play a big part), with a cynical outcome that's in the tradition of le Carré's typically unhappy endings. And you probably thought it was a horticulture comedy.

43. The Bourne Ultimatum (2007)

Based on: The Bourne Ultimatum, by Robert Ludlum (1990)

The final Jason Bourne novel written by Robert Ludlum before his 2000 passing, 1990's The Bourne Ultimatum is traditionally Ludlum-esque: livewire in energy, though often formulaic in its approach. But the Matt Damon-led Bourne movie series based on Ludlum's books? Anything but routine.

All three of the Bourne flicks are above-average popcorn endeavors, but 2007's The Bourne Ultimatum, directed by the electric Paul Greengrass, is the supreme installment. Damon kicks ass with bare-fisted intensity, while Greengrass' signature handheld-camera action sequences give Bourne Ultimatum viewers the sensation of being fastened into a car that's unstoppably crashing into walls. Ludlum's novel, conversely, is a joy ride at about 70 miles per hour.

42. Full Metal Jacket (1987)

Based on: The Short-Timers, by Gustav Hasford (1979)

Stanley Kubrick's Full Metal Jacket is one of the top three war movies ever made. Period. Its amazing first act, in which a hardass senior drill instructor (R. Lee Ermey) molds sorry United States Marine Corps recruits into killers at Parris Island, was lifted almost wholesale from "The Spirit of the Bayonet," the first section of former Marine combat correspondent and Vietnam War veteran Gustav Hasford's engaging, semi-autobiographical novel The Short-Timers. The book's cutting, insider dialogue and descent into madness of Private "Gomer Pyle" (played brilliantly in the film by Vincent D'Onofrio) is first-rate writing.

However, Kubrick's film version benefits greatly from the mashing up of several plots from the novel's sloppier second and third sections into Private/Corporal/Sergeant Joker's (Matthew Modine) experience in Vietnam. Especially key is the Lusthog Squad's final skirmish with a cruel and cunning Vietcong assassin, who turns out to be a young girl—and gives Joker an opportunity to earn his thousand-yard stare. This character arc proves much stronger than the one in the novel, which finds an already-cold Joker freaking his green sidekick Rafter Man out by threatening to murder superiors, torturing rats, and engaging in cannibalism.

Oh, and without Kubrick's masterpiece we would never have been blessed with this.

41. Gone Baby Gone (2007)

Based on: Gone Baby Gone, by Dennis Lehane (1998)

Dennis Lehane, a critically acclaimed novelist known for his Boston-set crime dramas, has followed in the tradition of the police procedural writers before him: He's created a series connected by the same main authority figures. Think James Patterson and his Alex Cross character; for Lehane, it's private investigators, and lovers, Patrick Kensie and Angela Genaro. The fourth entry into their saga, 1998's Gone, Baby, Gone, depicts their efforts in trying to find a missing child in the city's Dorchester neighborhood, and it's a solid, though fairly routine, potboiler.

But then came Ben Affleck, looking to clear his sullied name from a string of awful movies and Jennifer-Lopez-inspired public scrutiny. Making his directorial debut with 2007's Gone Baby Gone, Affleck premiered the flick to mid-level expectations; after all, who'd think the star of Daredevil could be the next Clint Eastwood?

One look at the film, however, and the actor-turned-filmmaker's excellence is undeniable. Led by his gifted younger brother Casey Affleck (played Kensie), Gone Baby Gone matches its suspenseful whodunit side with the director's palpable love of his native Boston's everyman quality. Watching Gone Baby Gone is like spending two hours in Beantown's grimiest sections, with authentically Boston actors and fearless realism.

40. Angel Heart (1987)

Based on: Falling Angel, by William Hjortsberg (1978)

With 1987's Angel Heart, English filmmaker Alan Parker took an already seedy property and sleazed the fuck out of it. William Hjortsberg's pulpy horror-noir novel Falling Angel, published in 1978 and still yet to find its deserved mainstream acclaim, follows grungy, Harlem-situated private eye Harry Angel as he tracks down an enigmatic soul singer, “Johnny Favorite,” who's gone missing ever since returning home from World War II. The search leads Angel into a waking nightmare complete with occultist murders, voodoo rituals, mistaken identity, and run-ins with the Devil himself.

In Angel Heart, Parker supplants much of the story down to New Orleans, where the voodoo is gorier, the sex is kinkier, and Mickey Rourke's dynamic performance as Harry Angel really crackles. Angel Heart is perhaps best known for Rourke's erotic bedroom throwdown with Lisa Bonet, who, in her prime, disrobes and rides the future Randy The Ram like Seabiscuit. Hjortsberg can't compete with a topless Denise Huxtable.

39. The Innocents (1961)

Based on: The Turn Of The Screw, by Henry James (1898)

As a cerebral ghost story, Henry James’ The Turn Of The Screw is without much competition. The 19th century’s influential supernatural magnum opus is an unbeatable implementation of ambiguity, told in first-person through the words of a nanny who’s haunted by the spirits of the kids’ previous chaperone and her lover. Or maybe she’s just batshit crazy. James provides no definite explanation, leaving The Turn Of The Screw’s truths solely in the reader’s mind.

The Innocents, director Jack Clayton’s top-notch flip of James’ tale, preserves that uncertainty. The film’s mood is predominantly disconcerting, wrapping around nerves like a vice grip and squeezing even harder with a few great shocks.

38. Forrest Gump (1994)

Based on: Forrest Gump, by Winston Groom (1986)

Starring Tom Hanks in one of his best roles, director Robert Zemeckis' 1994 blockbuster Forrest Gump chronicles the highly impressive life of a simple-minded guy—there's really nothing genre-specific about it. Whether he's influencing Elvis Presley's dance style, crossing his legs in front of President John F. Kennedy, or performing fearless acts in the Vietnam War, Hanks' Gump is a warm, kindly do-gooder who leaves his imprints on this century's key historical events. And, of course, there's the love of his life, Jenny (Robin Wright).

Zemeckis' film works so well because, at its heart, it's an inspirational, and relatable, coming of age yarn. Author Winston Groom's source material, while also uplifting, isn't so tangible. Wisely, screenwriter Eric Roth abandoned quite a few Groom-penned moments of strangeness; unlike in the movie, the novel's Forrest becomes an astronaut, meets an ape named Sue on a far-off planet, and gets captured by a gang of cannibals—seriously. Something tells us the sight of Tom Hanks and an animatronic simian reenacting Cannibal Holocaust scenes would've appeased the Academy's voting committee.

37. Island Of Lost Souls (1932)

Based on: The Island Of Dr. Moreau, by H.G. Wells (1896)

It makes perfect sense that writer H.G. Wells' science fiction classic The Island Of Dr. Moreau has been adapted for the big screen multiple times. All of the quintessential sci-fi tropes are present: the mad doctor/scientist, spooky laboratory experiments, revolting beasts, and a human hero. But do yourself a favor and skip 1997's cheapo The Island Of Dr. Moreau and 1996's ridiculous remake with Val Kilmer and embarrassing Marlon Brando. Wells has already rolled around in his grave enough.

To see a book-to-film upgrade handled brilliantly, seek out the oft overlooked 1932 genre classic Island Of Lost Souls, starring a flamboyantly vicious Charles Laughton as Moreau and featuring an assortment of grotesquely extraordinary half-man/half-beast makeup jobs. Laughton's medical deviant gleefully blends animals and humans in the name of science, which inevitably leads to moments of sadism that were seriously ahead of their time.

36. The Princess Bride (1987)

Based on: The Prince Bride, by William Goldman (1973)

Unconventionally written, William Goldman's high-concept fantasy novel The Princess Bride includes the author himself as a primary character, albeit one who remains on the story's framing edges. Goldman consistently interrupts his fairy tale of romance and swordplay (said to be the work of made-up writer “S. Morgenstern”) with commentary about his own family and how the story affects them. Yes, it's quite meta.

For director Rob Reiner's whimsical and hilarious 1987adaptation, Goldman altered the format and whipped up a screenplay devoid of any such self-indulgence; instead, The Princess Bride movie presents its comedic fairy tale as story-time between a loving grandfather (Jason Robards) and his sick grandson (Fred Savage). And it's far more emotionally impactful.

35. Wild At Heart (1990)

Based on: Wild At Heart, by Barry Gifford (1990)

If you're an author and David Lynch signs on to direct an adaptation of one of your books, you might as well accept the fact that he's about to upstage you. Even when his movies don't make any sense whatsoever, or miss their intended marks, Lynch's brand of nutso cinema always leaves an imprint on one's brain, and 1990's gory, Elvis-obsessed romance Wild At Heart is no exception.

Barry Gifford's original novel is a lean, 160-page collection of literary snapshots, captured moments of the dangerous love affair between young Lula and her ex-con boyfriend, Sailor. Stretching the characters' mishaps out to extremely bloody and loopy ends, Lynch takes Gifford's relatively normal writing and imagines a Wizard Of Oz-inspired underworld full of phantasmagoric imagery.

34. Legends Of The Fall (1994)

Based on: Legends Of The Fall, by Jim Harrison (1979)

Your mother and/or grandmother remembers 1994's Legends Of The Fall as the film in which they first realized that they wanted to do it with Brad Pitt; film buffs and heterosexual men, on the other hand, look back upon director Ed Zwick's romantic period piece as the moment when Pitt truly became a movie star. Though he's technically a co-star alongside Aidan Quinn and Anthony Hopkins (playing his brother and father, respectively), Pitt owns the proceedings, jumping off the screen much like Leonardo DiCaprio did in Titanic.

Similar to Jim Harrison's original novel, Legends Of The Fall is an times overly sentimental chronicle of a widow's (Julia Ormond) flirtation with her dead husband's two siblings (Pitt and Quinn). Though, resulting from Pitt's performance and Zwick's frequent recapturing of old Hollywood western vibes, it's not as unbearably soft as you'd think.

33. The Last Of The Mohicans (1992)

Based on: The Last Of The Mohicans, by James Fenimore Cooper, Jr. (1826)

As far as director/co-writer Michael Mann was concerned, James Fenimore Cooper's 20th century novel The Last Of The Mohicans was inconsequential when he prepped his 1992 film translation; taking precedence in his mind was a 1936 adaptation of Cooper's text, a classic piece of epic, early Hollywood storytelling. Mann has stated that his inspiration came from 1936 screenwriter Philip Dunne's vision, not Cooper's, so it's actually unfair to compare the '92 flick with the 1826 book.

But which would you prefer, sight unseen: a long, 175-year-old novel, or a movie starring the unbeatable Daniel Day-Lewis as an ass-kicking Mohican named Hawkeye? In typical Mann fashion, The Last Of The Mohicans is quick-paced and extremely violent, but it's also a romantic love story. Rather than cringe whenever the mushiness ensues, though, you'll welcome the sweeter, softer moments thanks to Day-Lewis' acting prowess and co-star Madeleine Stowe's hotness. What, you didn't think we'd gone completely high-brow here, did you?

32. Atonement (2007)

Based on: Atonement, by Ian McEwan (2001)

If director Joe Wright's tragic romance Atonement doesn't tug at your heartstrings, you're about as sensitive as a rock. Spanning over 60 years, the Academy Award darling's narrative follows two ill-fated lovers, a rich chick (Keira Knightley) and less well-off dude (James McAvoy), dealing with decades of distant yearning and shut-down affections after he's falsely accused of raping her. For those more interested in “gotcha” moments than sappiness, there's also a surprising late-game reveal.

Not much was changed from Ian McEwan's highly touted 2001 novel of the same name, and for some McEwan fans his book is the better version. But for our money, Wright's film benefits greatly from Knightley and McAvoy, both of whom deliver poignant turns, as does Saoirse Ronan as the former's problematic little sister.

31. Double Indemnity (1944)

Based on: Double Indemnity, by James M. Cain (1943)

The set-up is vintage noir: An insurance agent, Walter Neff, falls madly in love with a client's hot blonde wife, who's also happens to be a despicable human being, and together they plot to kill her husband, which doesn't go as planned. By synopsis alone, Billy Wilder's Double Indemnity, a cinematic take on James Cain's popular crime book, sounds run-of-the-mill, especially considering how many double-crossing dame flicks have come in its wake. But the thing is, all of those subsequent directors wish they were Wilder, and that their pictures were half as suspenseful as Double Indemnity.

30. The Talented Mr. Ripley (1999)

Based on: The Talented Mr. Ripley, by Patricia Highsmith (1955)

One of the thriller genre's unsung great authors is Patricia Highsmith, a Texas-born writer whose psychological novels explored serial killers and madmen you'd meet in everyday life, and usually with homosexual undertones. Aside from Strangers On A Train, her 1950 classic adapted by Alfred Hitchcock in '51, Highsmith's most known creation is the character Tom Ripley, a charismatic and mentally imbalanced murderer who starred in a series of five novels.

The first of the line was The Talented Mr. Ripley, a dark yarn that describes Tom's earliest foray into identity theft and homicide. All of Highsmith's signature intrigue and quiet terror are beautifully captured in writer-director Anthony Minghella's 1999 film, starring Matt Damon as the titular loon.

Alongside an equally terrific Jude Law (as Ripley's doomed target of affection), Damon proved to Hollywood tastemakers that the boyish dude from Good Will Hunting and Saving Private Ryan has a dark side, one that Highsmith herself, had she been alive to see The Talented Mr. Ripley, would've no doubt saluted.

29. The Maltese Falcon (1941)

Based on: The Maltese Falcon, by Dashiell Hammett (1930)

When popular crime writer Dashiell Hammett penned The Maltese Falcon in 1930, he'd given fiction aficionados a masterful detective story that touched upon all of the genre's hard-boiled traits: the tough, humorless protagonist, a “femme fatale,” and love affairs with deadly consequences. Better than most of its literary kind, The Maltese Falcon didn't reinvent the wheel in any way, and a 1931 adaptation did little to blow the minds of Tinsel Town executives.

Which is precisely what writer-director John Huston did ten years later with The Maltese Falcon's second book-to-film variation. Before the film's release, private investigators in movies were generally good fellas, operating with morals and coming from wealth; Humphrey Bogart's Sam Spade was a change of pace, an antihero with questionable ethics—he's the reason why we've seen so many dirty cops in films ever since. Dashiell Hammett made Sam Spade a hot character; John Huston, with his own Maltese Falcon, made him a genre-definer.

28. The English Patient (1996)

Based on: The English Patient, by Michael Ondaatje (1992)

There are times when a film's performances are so excellent that its almost unfair to compare it to the original book—the late director Anthony Minghella's adaptation of Michael Ondaatje's celebrated novel The English Patient is one such case. Sticking to Ondaatje's material, the 1996 cinematic version is a painful, star-crossed romance set against the horrors of World War II, starring Ralph Fiennes as a mysterious patient under the care of a Canadian nurse (Juliette Binoche) stationed in Italy.

At two hours and 40 minutes, Minghella's The English Patient is a long haul, one marked by tender character moments and the occasional brutally violent wartime scene.

It's also one of those rare instances when the movie feels longer than the actual book, which only checks in at 320 pages. But under the masterful control of Fiennes and Binoche, the story's central romance is strong enough to hook anyone who decides to watch it—meaning, you, dude whose girlfriend forced you to check it out under the guise of “do it or sleep alone tonight.”

27. Trainspotting (1996)

Based on: Trainspotting, by Irvine Welsh (1993)

Rolling structural rules and morality into a blunt and figuratively clicking the lighter, Irvine Welsh's bonkers novel Trainspotting details the many highs and lows of a group of pals united by their heroin usage. Split into various sections with alternating narrators, the book miraculously never defies comprehension; Welsh gives each character such a distinct voice that Trainspotting reads like several mini novels in one.

Sounds like a herculean adaptation task for any filmmaker, right? That thought apparently didn't cross director Danny Boyle's mind; if it did, you could never tell while basking in the maniacal decadence of 1996's Trainspotting. Oozing with grime and narcotic residue, Boyle's head-trip of a picture captures Welsh's off-the-rocker attitude with confidence and audacity.

26. Manhunter (1982)

Based on: Red Dragon, by Thomas Harris (1981)

Question: In which movie did Dr. Hannibal Lecter make his first on-screen appearance? Like most people, you've probably muttered “The Silence Of The Lambs.” To quote Scream's Mr. Ghostface, “That's the wrong answer! You lose.” Instead of ramming a butcher knife into your chest, though, we'll provide the correct response: Michael Mann's kinetic and shocking Manhunter, based on author Thomas Harris' Red Dragon, a.k.a. the first of his Lecter book series that, yes, continued with The Silence Of The Lambs.

The reason why it's important to acknowledge Mann's Hannibal exercise is simple—it's pure dynamite. As Lecter, Brian Cox isn't as showy as Anthony Hopkins' later portrayal, but Mann's film is still a pulsating creepshow due to Tom Noonan's work as “the Tooth Fairy,” a sexual predator with biblical motivations.

25. Breakfast At Tiffany's (1961)

Based on: Breakfast At Tiffany's, by Truman Capote (1958)

Blake Edwards' old-school romantic comedy Breakfast At Tiffany's, based on Truman Capote's much darker text, is the esteemed predecessor to every rom-com starring Jennifer Aniston, Jennifer Lopez, or whichever other paycheck-grabbing actress needs a quick, effortless fix.

Except that Breakfast At Tiffany's isn't the least bit excruciating. Audrey Hepburn's performance as Holly Golightly, a rich woman afraid of romantic commitment, is an effective charmer, injecting vulnerability and gravitas into Capote's thinly developed character. Plus, for male viewers who are partial to crime fiction, she even gets arrested in connection to a drug ring at one point. So, yes, Audrey Hepburn is harder than most of rap's fake gangsters.

24. No Country For Old Men (2007)

Based on: No Country For Old Men, by Cormac McCarthy (2005)

When you're an award-winning novelist, you can't hit a storytelling grand slam every time. Cormac McCarthy, the Pulitzer Prize earner behind critical favorites like Blood Meridian and The Road, dropped one of his slighter efforts in 2005 with No Country For Old Men; though mid-level McCarthy still dominates most contemporary authors' books, No Country's minimal impact is worth noting, since, prior to its release, the Rhode Island king of western-minded southern gothic was untouchable.

Two guys who do love No Country For Old Men, however, are Joel and Ethan Coen, the filmmaking siblings who took the morose novel and closely adapted it into 2007's Best Picture winner. In Javier Bardem's Anton Chigurh, the Coens directed a flesh-and-blood movie monster scarier than anything in the horror genre; with the film's well-timed eruptions of violence and toned down moments of reflection, they built a ticking time bomb with numerous explosions.

And perhaps their greatest, and bravest, accomplishment, taken directly from McCarthy's novel, is the way the Coens muted the story's payoff, depriving audiences of any anticipated shoot-'em-up resolution. In the book, it feels like a chapter's missing, but No County For Old Men's movie is a puzzle without any absent pieces.

23. One Flew Over The Cuckoo's Nest (1975)

Based on: One Flew Over The Cuckoo's Nest, by Ken Kesey (1962)

Ken Kesey's sardonically funny and disturbing novel One Flew Over The Cuckoo's Nest introduced a pair of dynamite characters in Randle Patrick MacMurphy and Nurse Ratched—the former, a rebellious patient inside a mental asylum, constantly butts heads with the latter, a cruel authority figure who seemingly gets off on making the patients squirm. A clever metaphor for societal class conflicts, Kesey's book coasts on the back-and-forth, toxic interactions between its antihero and villain.

In his superb film version, director Milos Forman benefits greatly from the same Randle/Ratched rapport, but to his benefit the characters are wonderfully played by Jack Nicholson and Louise Fletcher; Nicholson, specifically, is a marvel. As Randle, the legendary actor gives what's arguably his best performance to date, a manic portrayal that's subtly endearing; Nicholson owns the camera, but he also knows when to let Forman's A-grade supporting cast, including a young Danny DeVito, room to show and prove.

22. Cape Fear (1962)

Based on: Cape Fear, by John D. MacDonald (1957)

It's the magic of matching two first-rate actors (Robert Mitchum and Gregory Peck) with a director who knows his way around a suspenseful sequence (J. Lee Thompson). As a minor paperback thriller, John D. MacDonald's slow-burner The Executioners, about a freed convict hell-bent on terrorizing the family of the man who sent him away, grips the senses with its stalk-and-prey scenes, but the effects are minimal. Once the final chapter ends, it's on to the next one.

J. Lee Thompson's classic adaptation, titled Cape Fear takes the potent seeds of MacDonald's book and expands upon them; namely, the inmate's lunacy (played with cunning charm and unpredictability by Mitchum) and the notion of a teenage girl in peril (in the book, the daughter character is weakly developed). In 1991, Martin Scorsese remade Cape Fear into a more violent affair, but the 1962 edition much stronger.

21. The Vanishing (1988)

Based on: The Golden Egg, by Tim Krabbe (1988)

Some movies have powerful endings, and others have surprising end-of-the-line reveals that make you shout, “Get the fuck out of here!” The French psychological powerhouse The Vanishing, though, has a final scene that uppercuts the stomach, bitch-slaps your temple, and flips the middle-finger bird toward optimistic viewers. Basically, it's bloody amazing.

Based on Tim Krabbe's novel The Golden Egg, director George Sluizer's heart-stopping thriller follows its source material nearly down to the fine print, so, to be fair, the brilliant coda is to Krabbe's credit. As is the haunting story, that of a man obsessed with locating his suddenly missing girlfriend. But Sluizer gets such impressive performances from his actors, and casts such a creepy air throughout the whole movie, that The Vanishing's cinematic impact far outweighs its novelistic force.

20. The Prestige

Based on: The Prestige, by Christopher Priest (2006)

By the end of Christopher Priest's challenging 1995 novel The Prestige, readers are left with a sensation of, “Whoa, that's some heavy shit—I'm glad I read that.” Once the credits begin rolling at the end of Christopher Nolan's under-appreciated, 2006 movie adaptation, however, the viewer exclaims, “Holy shit, I need to watch that again, immediately!” And that, our friends, is the difference between the two.

Nolan, who blessed heads with The Prestige in between his Batman gems (2005's Batman Begins and 2008's The Dark Knight), adhered closely enough to Priest's original story. Following two rival magicians as they heatedly one-up each other all the way to one's death, Nolan's cinematic brain-teaser packs more twists than a bag of pretzels, and, best of all, the whole thing's astoundingly airtight; watch The Prestige a second, or even third, time and the pieces still fit together.

19. Rebecca (1940)

Based on: Rebecca, by Daphne du Maurier (1938)

One statistic is really all one should need to comprehend the greatness of director Alfred Hitchcock's 1940 classic Rebecca: It's the prolific and singular filmmaker's only Best Picture winner. Also his first American production, Rebecca holds up as one of the English legend's creepiest pictures, an examination of fracturing sanity centered on a rich guy's new wife who's haunted by the bitchy spirit of his deceased first wife.

Written by the masterful Daphne du Maurier, the O.G. Rebecca text falls in line with the darkly minded author's other, equally strong work—du Maurier was a champion when it came to blending romance with overpowering dread and supernatural occurrences. Like he did with her novella The Birds, Hitchcock upgraded the writer's Rebecca through his uncanny handling of actors, knack for haunting atmosphere, and willingness to not let the scares outweigh the characters.

18. Children Of Men (2006)

Based on: The Children Of Men, by P.D. James (1992)

Look, we love Martin Scorsese's The Departed as much as the next guy, but is it a better film than Children Of Men? We think not. Give Alfonso Cuaron's dystopian stunner another look and you just might feel the same way. But when you do, pay special mind to how perfectly Cuaron and crew present a futuristic society that's as destitute and gritty as any 2011 slum. Or how Cuaron's two single-take sequences, the second one comprising the film's entire battlefield climax, transfer the horrors of war and franticness of violence onto you. P.D. James' novel, which differs from Cuaron's Children Of Men when it comes to the overall scope and tone of its ending, is definitely recommended, but ranks as second-best.

17. The Haunting (1963)

Based on: The Haunting Of Hill House, by Shirley Jackson (1959)

Whenever a bloodless, suggestion-heavy haunted movie comes along, comparisons to The Haunting, Robert Wise's 1963 master's class in restrained horror, are inevitable. The parallels were drawn earlier this year with Insidious, but, as is always the case, The Haunting withstands the competition—it's the standard by which all other haunted house movies will forever be measured.

Four strangers, including a troubled woman with past supernatural experience, spend four nights in Hill House, where their attempts to document paranormal activity go a little too well. Wise and company do Shirley Jackson's original novel immense justice, though no actual ghosts are ever shown; all that's seen and heard are banging noises, doors pushing in on themselves, and far-off footsteps, and it's eerie as hell.

16. Fight Club (1999)

Based on: Fight Club, by Chuck Palahniuk (1996)

Reading a Chuck Palahniuk novel is akin to having your face repeatedly kicked by a sexy girl who’s laughing the whole time—it’s bewildering, irresistible, and often requires a few aspirin. Any filmmaker brave enough to tackle one of the author’s gonzo novels deserves an “E” for effort just off G.P., but one who can actually enhance Palahniuk’s on-the-page insanity? That, ladies and gentleman, is a master. His name: David Fincher.

Funny, explosive, and beyond twisty, Fincher’s Fight Club, written by Jim Uhs (who also deserves admiration), is a tireless gut-puncher of a movie. Palahniuk’s tale of an unhappy white-collar “everyman” who joins an underground brawling group to reinvigorate his life comes to vibrant life with Edward Norton and Brad Pitt, both exceptional; Fincher’s anarchistic spirit, meanwhile, paces the film like 140-minute adrenaline rush that only subsides once the plot side-swipes you with its mind-bending, conclusive surprise. Back in 1999, even Palahniuk’s head must’ve been spinning during the final act.

15. Jaws (1975)

Based on: Jaws, by Peter Benchley (1974)

What's the one thing you want from a killer shark tale? The killer shark, of course. And in Steven Spielberg's 1975 blockbuster, that's exactly what you get. Though the homicidal fish isn't shown in great detail for most of the film, it's threatening presence floats around the plot's edges throughout. That's because Spielberg and screenwriters Peter Benchley (who also wrote the novel) and Carl Gottlieb wisely trimmed the book down to a much leaner and more focused concoction than Benchley's best-seller.

In the book, the shark is mostly a visceral distraction from the human characters' drama, which includes infidelity and a Mafia subplot. Neither of which, thankfully, show up in the movie, leaving Spielberg the freedom to turn his Jaws into the ultimate man-versus-monster flick.

14. Requim For A Dream (2000)

Based on: Requiem For A Dream, by Hubert Selby, Jr. (1978)

Requiem For A Dream, renown New York City writer Hubert Selby Jr.'s bleak exploration into the life-wrecking effects of drug overuse, is one of those books that makes it hard to read a silly comedy ever again. It's heavier than 100 bricks of hard white, unflinchingly dictating how four NYC addicts descend further and further into earthbound Hell due to such vices as heroin and diet pills.

There's really no way to bring Requiem For A Dream to the screen and not have it depress the fuck out of audiences. But with his 2000 breakthrough film, Darren Aronofksy (who's gone on to direct The Wrestler and Black Swan) did the unthinkable: He made Selby's novel even more disheartening. With chaotic editing, unnerving performances, and composer Clint Mansell's epic orchestral score, Aronofsky's film is a tragic and relentless nightmare from which no character wakes up. Not to mention, the sole reason why “ass to ass” has forever lost any potential arousal capabilities.

13. L.A. Confidential (1997)

Based on: L.A. Confidential, by James Ellroy (1990)

In the world of Los Angeles crime fiction, author James Ellroy is one of the irrefutable pillars, and his rollicking 1990 whodunit L.A. Confidential shows off the scribe's knack for colorful characters and unforeseeable reveals. In lifting Ellroy's story for the big screen, director Curtis Hanson spared no expenses—the cast is as top-notch as they come (Kevin Spacey, Kim Basinger, Russell Crowe, Guy Pearce), the sets and wardrobe feel as if they've been transported through time, and the winks toward classic film noir are both reverential and consummate. The film's nine Academy Award nominations, and two wins (Best Adapted Screenplay and Basinger's Best Supporting Actress victory), undoubtedly made Ellroy one happy man.

12. Dr. Strangelove or: How I Stopped Worrying And Learned To Love The Bomb (1964)

Based on: Red Alert, by Peter George (1958)

Nuclear threats and potential obliteration aren't exactly feel-good subjects—writer Peter George certainly didn't think so. Covering those issues in his 1958 novel Red Alert, the British author patterned a dramatic and cautionary tale of how easily political buffoonery could lead to atom bombs and uncontrollable panic.

But you know who did find Red Alert hilarious? Stanley Kubrick, who spearheaded a refashioning of George's book that played the material as a dark, at times goofy comedy. Co-written with George (who eventually found the humor) and Terry Southern, Dr. Strangelove satirizes Cold War hysteria with a silliness that predates National Lampoons' farces, only with much more intelligence. Not to mention, the acting beast known as Peter Sellers, who handles three roles with unvarying showmanship.

11. Blade Runner (1982)

Based on: Do Androids Dream Of Electric Sheep?, by Philip K. Dick (1968)

It doesn't take a Comic-Con regular to understand why the late science fiction writer Philip K. Dick is one of the genre's most influential visionaries of all time. Aside from his prose, which is undeniably magnificent, the drug-riddled Dick imagined futuristic societies that still leap off the pages, describing his worlds' exteriors so vividly that his novels and short stories are essentially Etch-A-Sketch works for filmmakers to merely visualize.

As a result, there have been several good Dickian adaptations (Total Recall, Minority Report), but none with the awe-inspiring visual presentation of Ridley Scott's Blade Runner. Based on Dick's book Do Androids Dream Of Electric Sheep?, the noir saga—about a retired L.A. cop (Harrison Ford) hunting down malicious human replicants—is a nearly two-hour-long eyegasm. Flying cars, projection screens the size of billboards, and cityscapes decked out in neon lighting—Blade Runner conveys Dick's imagination in all of its dizzying ambition.

10. Psycho (1960)

Based on: Psycho, by Robert Bloch (1959)

Chances are, most people who've read the late horror writer Robert Bloch's novel Psycho have done so after watching Alfred Hitchcock's genius-status 1960 film version. Which, if you think about it, isn't all that fair to Bloch; from the rule-breaking implications of its iconic “shower scene” (main characters can get killed 30 minutes into a movie?) to composer Bernard Herrmann's unforgettably eerie score, Hitch's Psycho is one of the greatest movies ever made, horror or not.

But revisiting Bloch's preceding work, it becomes apparent that even Hitchcock at his most average could have trumped the author's novel. An absorbing and quick read, Bloch's Psycho moves so fast that it's difficult to languish on any one moment; the bathroom murder, for instance, which is such a pivotal and delicately orchestrated sequence in Hitchcock's movie, is barely longer than a page.

Furthermore, Norman Bates, the story's central figure, is a pathetic, chubby little man in Bloch's text; as scripted by screenwriter Joseph Stefano's, actor Anthony Perkin's take on Norman is a disarmingly charming guy, before all hell breaks loose.

9. Gone With The Wind (1939)

Based on: Gone With The Wind, by Margaret Mitchell (1936)

Gone With The Wind is the ultimate Hollywood epic, the first of its massive kind and a sprawling masterwork that remains exemplary 70-plus years after its theatrical debut—Margaret Mitchell's 1936, 1,000-plus-page novel doesn't stand a chance against it. Which isn't to say that Mitchell's book is one that should be instantly dismissed; also huge in scope, Gone With The Wind the book is one of literature's great romances, following spoiled rich chick Scarlett O'Hara's efforts to handle unaccepted love and sudden poverty during the American Civil War.

Changing the film game forever, producer David O. Selznick and directors George Cukor and Sam Wood smashed building-sized piggy banks to make an extravaganza unlike anything that came before it. The filmmakers conceived a 220-minute dazzler full of lavish sets, impeccable period costumes, battle scenes, and first-rate acting—all in 1939, when Hollywood's resources were nowhere near today's endless options.

8. The Shining (1980)

Based on: The Shining, by Stephen King (1977)

No author wants to hear that a movie translation of their own hard, written work is the superior incarnation; Stephen King, however, would undoubtedly flip his lid at the inclusion of his haunted hotel opus The Shining here. But, unless you're the author himself, it's tough to argue against the merits of Stanley Kubrick's 1980 masterpiece of cynical, unpleasant horror. Even on the fifth or sixth time you watch it, Kubrick's The Shining is liable to scare the viewer's pants off, after the urine stains settle.

In King's novel, the scares are vast and the scope is wide, yet there's an underlying sense of optimism—he wants Jack Torrance and his family to overcome the hotel's nightmarish powers. One can't say the same for Kubrick, though; his film is an exercise in chilling pessimism, draining out of all of King's book's hope and amplifying the downbeat terror. And it's incredibly unsettling, especially thanks to Jack Nicholson's unlikeable yet fascinating work as the sanity-losing Torrance.

An example of Kubrick's madcap approach: As the proverbial shit hits the fan, and the ghosts all come out to play, one apparition, wearing a bear suit, goes down on an elder, tuxedo-clad gentleman. Why? Who the hell knows, but it's that degree of lunacy that sets the two versions apart.

7. There Will Be Blood (2007)

Based on: Oil!, by Upton Sinclair (1927)

Greed, the reluctance to accept someone else's religious beliefs, father-and-son turmoil—Paul Thomas Anderson modern-day classic There Will Be Blood taps into universal themes that register deeply, whether you're living in the now or at the turn of the century like the film's characters. In an awe-inspiring performance, Daniel Day-Lewis plays a mesmerizing yet heartless son of a bitch named Daniel Plainview, a ravenous oilman who goes head-on against a young “prophet” (Paul Dano) in his pursuit of the almighty dollar. Anderson loosely based the film on Upton Sinclair's Oil!, mainly the relationship between Plainview and the bastard child he looks after as his own son. But Sinclair's timeless novel can't hold a scented oil candle to There Will Be Blood, which is so forbiddingly complex that each time you watch it discloses all-new, always invigorating and damning facets of Plainview's psyche.

6. Rosemary's Baby (1968)

Based on: Rosemary's Baby, by Ira Levin (1967)

In terms of structure and narrative, there aren't many differences between Ira Levin's best-selling novel Rosemary's Baby and Roman Polanski's Academy Award-nominated film version. In adapting Levin's fast-paced, gripping text, about a pregnant woman who suspects her new NYC neighbors are Satanists out to take her unborn child, Polanski remained faithful to the source, so much so that you'd think there'd be little so surprise viewers who've read the first edition.

Just because he stuck to the initial script doesn't mean that Polanski played it safe, though. Heavily tapping into the novel's paranoiac spirit, Rosemary's Baby the movie overwhelms with its they're-out-to-get-me dread, achieved through wide-angled shots (in which possible villains lurk on the edges) and side characters' facial expressions. The film's freakiest sequence, a fever dream where star Mia Farrow may or may not be getting raped by Lucifer, only strengthens the movie's supremacy.

5. Apocalypse Now (1979)

Based on: Heart Of Darkness, by Joseph Conrad (1903)

This one's sure to piss off quite a few literary purists. Speaking ill upon Joseph Conrad's phenomenal Heart Of Darkness is risky business, but let us be clear: Conrad's harrowing look at mankind's inner savagery is a work of genius, and its central figure, the elusive demigod Kurtz, is endlessly fascinating. Apocalypse Now's advantages, though, are what it adds to Heart Of Darkness by modernizing Conrad's themes for a Vietnam-War-stricken culture.

Writer-director Francis Ford Coppola's decision to relocate Kurtz's horror show from the Congo to Vietnam and Cambodia for Apocalypse Now was a master's stroke, no doubt, but the film's biggest achievement, in terms of improving upon Conrad's story, is its overwhelming sense of madness. By the time Captain Willard (Martin Sheen) arrives at rogue Colonel Kurtz's (Marlon Brando) jungle kingdom, the film's startling violence (Laurence “Clean” Fishburne's death scene still knocks the wind out of us), lingering dread, and drug-trip visuals have already instilled macabre unrest in viewers.

Seeing Kurtz's tribal, brainwashed minions slaughtering cattle (real-life cows, mind you—Coppola wasn't playing around) and eventually worshipping at Willard's feet only emphasizes the point of Heart Of Darkness. Conrad's lofty messages about natural evil and the hopelessness of humanity aren't for the simple-minded, but, somehow, Coppola transferred them in pummeling degrees.

4. The Silence Of The Lambs (1991)

Based on: The Silence Of The Lambs, by Thomas Harris (1988)

With his quartet of novels starring sophisticated cannibal Dr. Hannibal Lecter, novelist Thomas Harris has cultivated one of fiction's greatest villains, as well one of pop culture's examples of a “hate to love him” character. In some circles, Harris' second paperback excursion into Lecter's mind, 1988's The Silence Of The Lambs, is considered his most superior work; in damn near every circle of film historians, however, director Jonathan Demme's Oscar-winning, 1991 big screen adaptation is regarded as one of the best flicks ever shot.

And, giving the film another look today, it's easy to understand why. As evidenced by the Academy's uncharacteristic acknowledgement of its horror-film distinction, The Silence Of The Lambs combines stellar acting with balls-to-the-wall gruesomeness. To Demme's credit, however, what's actually seen, in terms of grisliness, is far less than what's implied; more an exercise in taut suspense than a gore show, the filmmaker's embodiment of Harris' already savage novel is a tough one to shake.

3. The Godfather (1972)

Based on: The Godfather, by Mario Puzo (1969)

Many factors contribute to Francis Ford Coppola's The Godfather holding fort as one of cinema's all-time greatest films—for starters, there's the phenomenal acting, and elegant direction, and, yes, the litany of remarkable “hits” (i.e., memorably staged kills). But one element of Coppola's production that isn't as often cited is the shrewdness of his and novelist Mario Puzo's screenwriting phase. In Puzo's novel, the pacing is at clunky, diverting character arcs into longer-than-necessary slogs that prolong the Corleone family's key events (at one point, for instance, there's an extended passage in which Sonny's former mistress' vagina gets medically shrunken). For their script, Coppola and Puzo got rid of the pointless fluff.

There's a reason, however, why the technical book-to-film changes aren't readily discussed: The Godfather is one of the finest acted movies ever produced. When Vito Corleone says “I'll make him an offer he can't refuse” in the book, it's an important but not all that impactful line; as voiced with calculated menace by Marlon Brando in Coppola's film, it's quietly ferocious.

2. The Exorcist (1973)

Based on: The Exorcist, by William Peter Blatty (1971)

On the page, The Exorcist emphasizes the importance of “how” and “why.” In William Peter Blatty's terrific novel, the demonic possession of young Regan MacNeil is rationalized to no end, with characters ranging from priests to a fleshed-out and prominent detective searching for answers to explain the situation. And, with its rich characterization and intriguing, non-demon subplots, Blatty's novel is a great read.

Yet none of the book's imagery can compare to the don't-shit-your-pants scariness of director William Freidkin's bank-breaking 1973 movie, also written by Blatty. Cutting many of the book's subplots, Blatty narrowed the focus onto the priests' determination to rid little Regan of her satanic affliction, which led an abundance of disturbing possession sequences and taboo-crushing, WTF moments (such as a little girl declaring “Your mother sucks cocks in Hell!”).

1. A Clockwork Orange (1971)

Based on: A Clockwork Orange, by Anthony Burgess (1962)

A brilliant dystopian vision, Anthony Burgess' unconventional novel A Clockwork Orange is a difficult one for casual readers to grasp; the delinquent, troublemaking characters, living in a futuristic, unrecognizable Britain, speak in a bizarre slang inspired by old English, Slavic diction, and made-up words (such as “droogies”). Modern editions of the book even come equipped with an extensive glossary.

Simply for making the material easier to digest, Stanley Kubrick's superlative adaptation of A Clockwork Orange is the preferred version, but the film's advantages exceed merely superficial, seeing-is-easier-than-reading reasons. Kubrick's film is truly unlike anything else, an otherworldly dark comedy that burrows into one's head with its horrific imagery (gang rape to the tune of “Singin' In The Rain,” for example), Malcolm McDowell's sinisterly charismatic performance, and composer Walter Carlos' deranged synthesizer score.