TV Guide Magazine (the August 8-14, 1998 issue) offered their picks for the perfect flicks to catch on television or to watch on one's VCR (or DVD player). From hundreds of the magazine's four-star titles, they chose the movies that played particularly well on the small screen and held up to repeated viewings. Their one golden standard was how much fun they were to watch. These were the films -- from Chaplin to Hanks, Kane to Vader -- that represented the Hollywood dream machine at its most inspired. They included monster films, heroes, villains, gangsters, and more.

49. Dirty Harry (1971) 102 minutes, Rated R, Letterbox
Originally rebuked by critics as a fascist fantasy, "Dirty Harry" nonetheless gave Clint Eastwood his best role as Harry Callahan, a renegade cop whose .44 Magnum could blow a hole in the ozone. This superbly made thriller stands as one of the most influential films in the crime genre, inspiring four sequels and countless rip-offs. Directed with cold-blooded expertise by Eastwood's mentor, Don Siegel, "Dirty Harry" eschews traditional cops-and-robbers histrionics for a morally complex and disturbing study of evil and contains several brilliant action scenes and a complicated title character who could play good cop/bad cop all by himself.

48. The Quiet Man (1952) 129 minutes, NR
Perhaps the most enjoyable of the numerous collaborations between director John Ford and star John Wayne, "The Quiet Man" is full of characters as colorful as its Irish vistas. Wayne plays an Irish-American boxer seeking refuge in Erin after accidentally killing an opponent in the ring. But instead of peace, he finds culture shock, love with a fiery colleen (Maureen O'Hara) and fisticuffs with her "big, bellowing bully" of a brother (Victor McLaglen). All in all, a grand bit of the blarney.

47. Cabaret (1972) 128 minutes, Rated PG
In the year of "The Godfather," "Cabaret" managed to win eight Oscars, including Best Director, Actress and Supporting Actor. Under Bob Fosse's ultrastylized direction, "Cabaret" also dragged the Hollywood musical into the modern era. Liza Minnelli, in her first filmed singing role, is a thrill as the starry-eyed Sally Bowles, an American in 1931 Berlin performing at the tawdry Kit Kat Klub, where the divinely decadent entertainment parallels the rise of Nazism outside. Integrating social satire with smashing production numbers (including "The Money Song" and the showstopping title number), Fosse created a landmark film from a genre most thought dead.

46. Butch Cassidy and the Sundance Kid (1969) 112 minutes, Rated PG
One of the screen's great buddy teams was born when Paul Newman and Robert Redford saddled up for this rollicking comic western about two legendary outlaws. With a gleam in his baby blues, Newman dazzles as Butch, while Redford became a superstar with his self-deprecating portrayal of the dashing, trigger-happy Sundance. Burt Bacharach's bouncy score includes "Raindrops Keep Fallin' on My Head."

45. Top Hat (1935) 99 minutes, NR, BW
Ginger Rogers. Fred Astaire. Irving Berlin. You want more? OK, a supporting cast topped by Edward Everett Horton and some of the fanciest footwork ever committed to film. The fourth of the 10 Astaire-Rogers matchups, this is the one with Fred's tour de force choreography for the title song and the two stars dancing "Cheek to Cheek" -- as blatant and beautiful an example of dance-as-sex as ever graced a musical. And look for Lucille Ball in the bit role of a flower-shop girl. Released by RKO a few years later, she got the last laugh by buying the entire studio in 1958.

44. Babe (1995) 92 minutes, Rated G
This charming fable about a plucky pig with "an unprejudiced heart" is a delightful children's movie that's just as beguiling for adults. The Oscar-winning visual effects (combining real animals, animatronic wizardry and computer graphics) and dazzling fairy-tale sets bring to life the touching and tender tale of an orphaned Yorkshire piglet who goes to live on a farm and trains to be an expert sheepdog.

43. Raiders of the Lost Ark (1981) 115 minutes, Rated PG, Letterbox
This thrill ride kicks off with a booby-trap sequence that any other movie would have considered a climax: For "Raiders," the beginning is just the beginning. When two of the screen's modern masters, producer George Lucas and director Steven Spielberg, teamed up with star Harrison Ford, the result was the ultimate action movie with the ultimate action hero -- Indiana Jones, the asp-kicking adventurer with quip and whip at the ready. Far better than either of its two sequels, "Raiders" is the definitive homage to Saturday-matinee serials, and includes the best snake scene since Genesis.

42. Modern Times (1936) 87 minutes, NR, BW
A mostly silent film, Charlie Chaplin's "Modern Times'' is a comic nightmare of mass production, runaway capitalism, the police state -- all of which helped get the film (and its star) labeled Red. At times sentimental, the movie nonetheless includes some utterly stunning sequences: Chaplin under assault by the automatic feeding machine, and his trip through the cogs of a factory. "Modern Times" perfectly captures Chaplin: naive, but ever so heartfelt.

41. Saturday Night Fever (1977) 119 minutes, Rated R (108-minute version Rated PG)
When John Travolta staged his comeback in 1994's "Pulp Fiction," this is what he was coming back to. As Tony Manero, Bay Ridge, Brooklyn's answer to Fred Astaire, Travolta strutted and swiveled through a defining picture of the 1970s. His big-man-in-a-little-disco bravado remains as poignant and pathetic as ever. His costars might be klutzy, but Travolta never misses a step.

40. On the Waterfront (1954) 108 minutes, NR, BW
The theatrical trailer promised "a story that's as warm and moving as 'Going My Way' (but with brass knuckles!)" -- as good a description as any for this Oscar-winning morality tale. The characters struggling with pier pressure include an ex-boxer with a soft spot for pigeons, a luscious nun-in-training and a priest with a mean punch. And Marlon Brando's "contenduh" speech is still a knockout.

39. Laura (1944) 85 minutes, NR, BW
Otto Preminger's deliciously sleek Manhattan murder mystery is a grabber from its first line -- "I shall never forget the weekend Laura died" -- and keeps its hold through a shocking mid-picture twist and shattering climax. With a cigarette dangling from his lip, Dana Andrews plays a tough cop investigating the murder of a beautiful woman (played by the dreamy Gene Tierney in flashbacks) who finds himself obsessed with her portrait. Among the suspects: a shifty fiancé (Vincent Price) and Laura's arrogant mentor (unforgettably played by Clifton Webb). Add a theme song that virtually defines haunting and the elements conspire to make "Laura" one of film noir's great cases.

38. Jaws (1975) 124 minutes, Rated PG, Letterbox
The movie that emptied beaches and created the modern blockbuster, "Jaws" holds up today not so much for its jolts -- there aren't as many as you think you remember -- but because of something missing from the movies it inspired: real characters. Roy Scheider, Richard Dreyfuss and Robert Shaw are more than fish bait, and the conversation about the USS Indianapolis is worth all the dinosaurs in "Jurassic Park."

37. American Graffiti (1973) 110 minutes, Rated PG, Letterbox
George Lucas was a 28-year-old unknown when he made this autobiographical teen picture for less than $800,000. The result was a genuine pop classic that became an audience favorite and brought accolades to Lucas and his cast (including Ron Howard, Richard Dreyfuss and Harrison Ford). With its drag races, sock hops, doo-wop and Mel's Drive-In, "Graffiti" makes pop-culture myth out of nostalgic reverie.

36. The Graduate (1967) 105 minutes, Rated PG, Letterbox
"The rules don't make any sense to me," says a baby-faced Dustin Hoffman as recent college grad Benjamin Braddock. "They're being made up by all the wrong people." So goes a rallying cry for the 1960s in Mike Nichols's comic masterpiece. The gap of ages is hilariously and poignantly evoked in the soulless affair between Ben and Anne Bancroft's Mrs. Robinson, the embodiment of middle-aged resignation.

35. The African Queen (1951) 105 minutes, NR
Humphrey Bogart bagged his only Oscar anchoring John Huston's rumbling adventure set in WWI German East Africa. Bogie's gin-guzzling skipper of the floating junk heap called the African Queen meets his match in Katharine Hepburn's "psalm-singing, skinny old maid." The duo embarks on a suicide mission to torpedo one of the Kaiser's gunships, en route making film history. Bogie and Kate were made for each other.

34. Apollo 13 (1995) 139 minutes, Rated PG, Letterbox
"Houston, we have a problem." With that, Tom Hanks gave liftoff to a nifty summer entertainment -- riveting drama and thrilling special effects. The true story of astronaut Jim Lovell (Hanks) and his crew's long-awaited moon mission is nostalgically captured by director Ron Howard. Who cares that Lovell's actual words were "Houston, we've had a problem"?

33. Schindler's List (1993) 195 minutes, Rated R, BW with color segments, Letterbox
An emotional obstacle course of a film, Steven Spielberg's Holocaust movie tells the story of Oskar Schindler, the enigmatic industrialist who saved more than 1,000 Polish Jews from the Nazi gas chambers. As painful as it is powerful, "Schindler's List" is enobled by Spielberg's vision, Janusz Kaminski's cinematography, and two Olympian performances: Liam Neeson as the self-made hero Schindler and Ralph Fiennes as the astonishingly demonic Nazi officer.

32. Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb (1964) 93 minutes, NR, BW
Blasted and praised when it was released, Stanley Kubrick's black comedy about nuclear annihilation remains unchallenged as cinema's most devastating attack on the military mind. The brilliant cast is headed by an inspired Peter Sellers playing three roles -- the eggheaded U.S. president, a stiff-upper-lip RAF captain and the wheelchair-bound ex-Nazi scientist Dr. Strangelove.

31. Rebel Without a Cause (1955) 93 minutes, NR, BW 111 minutes, NR, Letterbox
The archetypal juvenile delinquency movie has everything it takes to be, well, the archetypal juvenile delinquency movie: Teen angst, switchblades, blue jeans, hot rods and James Dean. "Rebel" stands as director Nicholas Ray's enduring ode to disaffected youth. Dean, Natalie Wood, Sal Mineo. Who would have pegged Dennis Hopper as a survivor?

30. The Palm Beach Story (1942) 90 minutes, NR, BW
His fame hasn't kept up with that of Frank Capra or Billy Wilder, but writer/director Preston Sturges is responsible for a series of comedic fables about the American dream that are some of Hollywood's funniest films. His "The Lady Eve" has the sophistication, "Sullivan's Travels" the satirical bite, but for pure laughs it's hard to beat "The Palm Beach Story." The fun begins when Claudette Colbert dumps husband Joel McCrea and heads to Palm Beach to land a rich beau. Take a deep breath before viewing -- the antic pace doesn't let up in this classy, sexy satire.

29. The Lion King (1994) 88 minutes, Rated G, Animated
Disney's 32nd animated musical was its highest-grossing and, at least among the studio's post-1970 features, its best. The story -- a sort of "Bambi" meets "Hamlet" -- can by now be recited word for word by any parent with a VCR, but the songs, lush colors and sly inside jokes make "Lion" worth another rewind.

28. Gone With the Wind (1939) 222 minutes, NR, Letterbox
The epic by which every other is measured. David O. Selznick's grand Technicolor version of Margaret Mitchell's novel is, quite simply, a glorious soap opera. Even on television, "GWTW" is hard to resist: The burning of Atlanta might be less spectacular on the small screen, but nothing can snuff the sparks between Vivien Leigh and Clark Gable, not to mention the fire in Scarlett's eyes.

27. The Empire Strikes Back (1980) 124 minutes, Rated PG, Letterbox
"Star Wars" was the first, but real fans of George Lucas's science fiction trilogy know "Empire" is the best installment. While Lucas focused on the technical wizardry, Irvin Kershner handled the direction. The result is a smashing display of action, special effects and drama, all tied together by the darkest and best-written script of the series. The plot soars to unpredictable places and includes some of the most breathless flights in Lucas's galaxy: Yoda's instruction of Luke Skywalker (Mark Hamill), the burgeoning love of Princess Leia (Carrie Fisher) for Han Solo (Harrison Ford). Best of all is Darth Vader's pivotal revelation to Luke, one of the neatest twists in one of the top sequels ever made.

26. The Exorcist (1973) 121 minutes, Rated R
Take it on faith: "The Exorcist" is the scariest motion picture ever. The ultimate showdown of good and evil pits a soul-searching priest (Jason Miller) against a demon inhabiting the body of a 12-year-old girl (Linda Blair). Director William Friedkin's shocks are as heart-stopping as ever, and the excellent cast is assisted by the most frightening noises ever recorded. Rent this one -- the edited broadcast version is a desecration.

25. A Streetcar Named Desire (1951) 122 minutes, NR, BW
The performances in Elia Kazan's landmark adaptation of Tennessee Williams's play remain among the most electric in American film. The brutish Stanley Kowalski reminds us how Marlon Brando became Marlon Brando. And Vivien Leigh's Blanche DuBois is a heartbreak, and not just because she evokes an aging Scarlett O'Hara. Of all the screen actresses who played one of Williams's doomed heroines, Leigh best personified the fate that befalls fragile souls in a world of Stanleys. Censors forced Williams to alter the play's ending, but "Streetcar" is still a steamy hothouse of a movie.

24. Double Indemnity (1944) 106 minutes, NR, BW
"How could I have known that murder sometimes smells like honeysuckle?" That line alone, courtesy of screenwriters Billy Wilder and Raymond Chandler, would earn this lusty tale of murder a place among film noir classics. But with Wilder's masterful direction and that venetian-blind lighting, we have a moody masterpiece. Barbara Stanwyck is the very fatale femme and Fred MacMurray (forget My Three Sons) plays her sap. Deadly fun, even without the original ending that had MacMurray snuffed out in a gas chamber.

23. All About Eve (1950) 138 minutes, NR, BW
A smooth sip of champagne with a sprinkle of arsenic, "All About Eve" remains Hollywood's definitive backstage drama and the high point of Bette Davis's long career. Joseph L. Mankiewicz's marvelously nasty tale of surly, aging Broadway actress Margo Channing (Davis) and her ultra-ambitious fan Eve Harrington (Anne Baxter) says trunkloads about show business, human behavior and the direct correlation between talent and utter viciousness. Sit back, fasten your seatbelts and enjoy the most literate catfight ever filmed.

22. Ninotchka (1939) 110 minutes, NR, BW
Sly glances. Slamming doors. Innuendo. Lots of innuendo. Such was the stuff of the famed "Lubitsch touch," with which the director Ernst Lubitsch (who deserves Hollywood canonization) summoned a bewitching aura of mischievous eroticism. Some of the screen's most effervescent comedies came from Lubitsch (his "The Shop Around the Corner" is being remade with Tom Hanks and Meg Ryan), but "Ninotchka" may be his most sparkling, thanks to a very witty screenplay and, of course, the divine Greta Garbo.

21. Annie Hall (1977) 93 minutes, Rated PG
La-de-da. It's hard to believe that Woody Allen's Oscar winner is more than two decades old; "Annie Hall" still seems as fresh and funny as ever. A semiautobiographical romantic comedy about a neurotic Jewish comedian and his kooky WASP girlfriend, Woody's breakthrough film made a star of his former real-life love Diane Keaton, whose baggy pants, vest, hat and tie look started a '70s fashion craze. Employing fantasy flashbacks, direct-to-camera monologues, subtitles and even a cartoon sequence, the movie ranks among the best comedies ever filmed. It's certainly Allen's sweetest.

20. Raging Bull (1980) 128 minutes, Rated R, BW
The anti-Rocky. Though no contender at the box office, director Martin Scorsese's powerful depiction of boxer Jake La Motta is the most beautifully brutal sports film ever made, and one of the best movies of the 1980s regardless of genre. The breathtaking ringtime scenes, the unflinching depiction of a deeply disturbing "hero," and one of the standout performances of Robert De Niro's career make "Raging Bull" a must for any fan of cinematic bloodsport. Or cinema, for that matter.

19. Duck Soup (1933) 70 minutes, NR, BW
The Marx Brothers' glorious lunacy reached its zenith in this inspired blend of slapstick and satire. A flop in its day (let's blame the Depression), "Duck Soup" is now considered the boys' masterpiece. Groucho becomes prime minister of Freedonia, firing off more zingers than international law should allow. Is there a more satisfying sight than Margaret Dumont's reactions to such shots as "I'm fighting for this woman's honor...which is more than she ever did."?

18. The Searchers (1956) 119 minutes, NR, Letterbox
Nobody made westerns better than John Ford, and he never made one better than this. The saga of a cowboy's long quest to find a niece kidnapped by Comanche, "Searchers" is by turns explosive and melancholy, a pilgrimage into the dark heart of an outsider. As the flawed hero, John Wayne turns in a deceptively simple performance that would forever define his swaggering macho style.

17. Some Like It Hot (1959) 121 minutes, NR, BW
Billy Wilder was at the height of his powers when he made this uproarious sex farce about two musicians (Jack Lemmon, Tony Curtis) who witness the 1929 St. Valentine's Day Massacre and flee by disguising themselves as women in an all-female band. As the two bosom buddies get cozy with the band's voluptuous singer (a never better Marilyn Monroe), the laughs come as fast as bullets from a tommy-gun. Among the movie's treats: Curtis's dead-on lampoon of Cary Grant.

16. Sunset Blvd. (1950) 110 minutes, NR, BW
"All About Eve" might be Hollywood's greatest look at Broadway, but "Sunset Blvd." remains Tinseltown's best gaze into its own fun-house reflection. Gloria Swanson is smashing as demented silent-screen queen Norma Desmond, and William Holden makes for a terrific pre-Richard Gere gigolo. From the moment Holden's floating corpse begins the narration, through Norma's deranged final close-up, the stunning "Sunset" is the standard against which all movies about movies must be viewed.

15. The Philadelphia Story (1940) 112 minutes, NR, BW
Hollywood's great comedy of manors, "The Philadelphia Story" was the perfect antidote to Katharine Hepburn's two-year stint as "box office poison." As a moneyed ice princess fending off the affections of costars Cary Grant and James Stewart, Hepburn, under the expert guidance of director George Cukor, gives one of the performances of her life, while Grant and Stewart keep pace. "There's a magnificence in you, Tracy," Stewart's character tells Hepburn's. Same can be said about this classic.

14. Bringing Up Baby (1938) 102 minutes, NR, BW
Director Howard Hawks said "Bringing Up Baby" had only one flaw: "There were no normal people in it. Everyone you met was a screwball." Every comedy should be so flawed. Sorry, Howard, but "Baby" is the perfect screwball comedy. The leopard-quick dialogue, Katharine Hepburn's loopy heiress, Cary Grant's hapless zoologist and a great menagerie of secondary characters couldn't be better.

13. Pinocchio (1940) 88 minutes, NR, Animated
Arguably the greatest animated feature of all time (with all due respect and apologies to Snow White), Disney's richly drawn version of the Italian fairy tale is a perfect synthesis of wonderful music (including the Oscar-winning "When You Wish Upon a Star"), indelible characters and the studio's most exquisitely detailed animation: No computer has ever spit out anything this beautiful. The Rembrandt tones survive the trip to TV, and even today's action-addicted kids will love the terrifying trip to Pleasure Island and the exciting climax in the belly of Monstro the whale. All that and Jiminy Cricket, too.

12. It's a Wonderful Life (1946) 129 minutes, NR, BW
Until recently, this Frank Capra classic was aired so frequently throughout the holiday season that even die-hard fans took it for granted. Big mistake. "It's a Wonderful Life" is a terrific film, and it contains at least one true celluloid miracle: James Stewart's engrossing performance as George Bailey, one of Hollywood's most honorable, memorable and troubled American dreamers.

11. Vertigo (1958) 128 minutes, Rated PG, Letterbox
Audiences and critics of the day were underwhelmed by this unconventional thriller upon its release, but now nearly everyone agrees that "Vertigo" is not only among Alfred Hitchcock's finest movies, but one of Hollywood's. It's certainly the director's most personal, idiosyncratic work -- OK, it's downright strange -- and Hitchcock himself described it as being about "a man who wants to sleep with a dead woman." Never before (nor after) would Hitch display his erotic, neurotic fetishes so blatantly (or hypnotically) as in this oft-imitated dreamlike masterpiece. James Stewart stars, of course, as the acrophobic detective drawn into a complex murder plot by a cool, mysterious blonde (Kim Novak). Bernard Herrmann's score and the superb photography further the mood of this trance of a movie. And as good as the cast is, no one, not even Stewart, can upstage the wonders of the setting:San Francisco, looking gorgeous.

10. Bonnie and Clyde (1967) 111 minutes, NR
The Dust Bowl panoramas and cloud-shaded wheat fields lose some of their sweep on the television screen, but the wit, excitement and star chemistry of Arthur Penn's landmark film remain as vivid as a hail of bullets. The notorious advertising slogan for "Bonnie and Clyde" ("They're young. They're in love. And they kill people") should have included "And they look absolutely marvelous." Within minutes of the film's opening credits (and what great opening credits they are), an audacious close-up of a young, ravishing Faye Dunaway all but screams "a star is born." Beatty is just as comely and never more charming. Gene Hackman, Oscar-winning Estelle Parsons and Michael J. Pollard round out the unforgettable cadre, and if the innovative blend of humor and violence isn't as shocking as it was in '67, "Bonnie and Clyde" holds its own among the best films of its decade. Rent this one again, if only for another chance to see that odd, lyrical sequence of the doomed Bonnie's family reunion. And look for Gene Wilder in a brief comic performance, making his debut as an undertaker kidnapped by the gang.

9. Chinatown (1974) 131 minutes, Rated R, Letterbox
Screenwriter Robert Towne based his wonderfully intricate tale of Los Angeles corruption on historical fact, but the brilliance of "Chinatown" springs from tradition of a different sort: Director Roman Polanski, at the peak of his considerable powers, dipped from the well of classic film noir to create a film that was at once an homage to and an improvement over its forebears. Jack Nicholson became a superstar, Faye Dunaway continued the winning streak she began with "Bonnie and Clyde," and John Huston virtually personified political and personal rot in this fetid reservoir of murder, incest and land development. Polanski has an effective cameo as the sadistic hoodlum who gives Nicholson the most famous nose job in Hollywood film history.

8. Psycho (1960) 109 minutes, NR, BW, Letterbox
Alfred Hitchcock considered it a black comedy, but "Psycho" laughs only at its stunned audience. Poor Anthony Perkins was so disturbing in his role he never really escaped the shadow of the ultimate mama's boy Norman Bates, just as anyone who's seen the movie won't ever completely shake those behind-the-shower-curtain tingles. Janet Leigh's watery demise has been deconstructed by film scholars and stolen by other directors too many times to count, yet remains a remarkable piece of work. More than a great horror film (though it's certainly that), "Psycho" is a nightmare of fractured images, symbols and angles that closes in on its characters -- and the viewer. Bernard Herrmann's slashing violin score has become aural shorthand for terror, and even though the killer-in-drag has outlasted its shock value, "Psycho" remains an unsettling, fascinating descent into the dark side. A shot-for-shot color remake, to be directed by Gus Van Sant ("Good Will Hunting"), sounds about as crazy as the doings at Chez Bates.

7. The Godfather (1972) 175 minutes, Rated R, Letterbox
Mario Puzo's pulp fiction became, in the hands of director Francis Ford Coppola, a truly great American gangster film. Not even the small screen can reduce the scope of this sepia-toned Sicilian saga or its career-launching performances. Al Pacino, Robert Duvall and James Caan became household names, John Cazale should have, and Marlon Brando made the most startling comeback Hollywood had ever -- make that has ever -- seen. Debating the comparative merits of "The Godfather" and its remarkable 1974 sequel, "The Godfather Part II" will keep film buffs battling long into the next century, but Brando's performance alone would give "The Godfather" a secure place on any 10 Best list.

6. Singin' In the Rain (1952) 102 minutes, NR
If there's a stretch of celluloid more joyous than Gene Kelly's triumphant splash through the title song, we haven't seen it, and Donald O'Connor's "Make 'Em Laugh" is pure choreographed delirium. Codirected by Kelly and recent Lifetime Achievement Oscar-winner Stanley Donen, this musical paean to Hollywood's transition from silents to talkies also boasts a terrific Arthur Freed/Nacio Herb Brown songbook, a very funny script by Adolph Green and Betty Comden, and Jean Hagen's delightfully shrill performance as the silent-screen triple threat ("She can't act, she can't sing and she can't dance"). As Hagen's character would say, all their "hard work ain't been in vain for nothing."

5. To Kill a Mockingbird (1962) 129 minutes, NR, BW, Letterbox
"Hey, Boo," says young "Scout" Finch to the town's bogeyman, Arthur "Boo" Radley, and never has so much tolerance and compassion been packed into two small words. Robert Mulligan directed Horton Foote's faithful adaptation of Harper Lee's Pulitzer Prize-winning novel, a rare example of a movie being as good as -- some would say better than -- the book, and the film's wistful nostalgia makes its condemnation of racial bigotry and needless cruelty all the more potent. Gregory Peck won an Oscar for his elegantly restrained performance as the upright lawyer Atticus Finch, Robert Duvall made his debut in the brief but unforgettable role of Boo, and the three children -- Mary Badham as Scout, Philip Alford as Jem and John Megna as Dill -- are as fine as any cast of kids ever assembled. Finally, though, it's the evocation of small-town past and childhood gone that keeps "Mockingbird" lingering in memory. The film also boasts one of the prettiest musical scores of its (or any other) era.

4. The Wizard of Oz (1939) 101 minutes, NR, color/BW
The Technicolor brilliance of Munchkinland, the spectacle of the Emerald City, the performances of a perfect cast and a tornado worth more than all the hot air in "Twister" would seem to make this most beloved bit of Hollywood history containable only on the big screen, but generations of television viewers long ago disproved that notion. A legend of the cinema, a tradition of TV and a national treasure trove of songs, "The Wizard of Oz" might not be the most sophisticated of the MGM musicals, but it's certainly the sentimental favorite, and Judy Garland's career-making performance of "Over the Rainbow" still, after all these decades, has a poignancy few moments on film can match. And you just gotta love those flying monkeys.

3. Citizen Kane (1941) 119 minutes, NR, BW, Letterbox
The two hours between the whispered "Rosebud" and the burning sled have inspired more intellectual pontificating than just about anything else ever put on film, but what's almost always overlooked in all the reverence is just how much fun this movie is. Yes, the debut of the 25-year-old Orson Welles actually merits the overused description of cinematic genius, and Gregg Toland's deep-focus cinematography remains as extraordinary (even on television) as legend has it. But "Citizen Kane" is also a damn good yarn, a rollicking, electrifying entertainment that includes some of the most dazzling imagery ever shot. Call it a classic -- in fact, call it the classic -- but don't for a second think that "Kane" is a musty, petrified museum piece. The rich black-and-white tones look as vibrant as today's headlines, and not even a modern-day Kane can change that: Attempts to colorize the film in the 1980s were thwarted when it was discovered that Welles's 1939 contract with RKO gave him control over any future revisions. Weeks before his death, Welles told a friend, "Keep Ted Turner and his goddamned Crayolas away from my movie."

2. Casablanca (1942) 102 minutes, NR, BW
What began as an unproduced play called "Everybody Comes to Rick's" would eventually become the best-loved wartime romance in Hollywood history. But first there were rewrites -- lots of them. "Casablanca" was shot sequentially because the script changed continually throughout filming. You'd never know it now: Every word seems as inviolable as sacred text. Paul Henreid, Claude Rains, Peter Lorre, Sydney Greenstreet and, of course, Dooley Wilson singing the heart-tugger "As Time Goes By" are the incomparable supporting cast, while only Clark Gable and Vivien Leigh in "Gone With the Wind" could rival Humphrey Bogart and Ingrid Bergman as cinema's greatest pair of star-crossed lovers. And can anyone imagine a better closing line than Bogie's to Rains? The start of a beautiful friendship indeed: Nearly 60 years after its release, Michael Curtiz's "Casablanca" remains the definitive romantic picture of Hollywood's Golden Age.

1. The Godfather Part II (1974) 200 minutes, Rated R, Letterbox
The only sequel ever to win an Oscar for best picture, "The Godfather Part II" also made Hollywood history by actually topping the pretty amazing standard set by the groundbreaking 1972 original. Aside from establishing its cast (Al Pacino, Robert De Niro and Robert Duvall, to name a few) as the premier actors of their generation -- and of one of Hollywood's richest eras -- Francis Ford Coppola's masterpiece is the cinematic equivalent of an un-put-downable book: Just try watching for only a few minutes. Impossible. You're hooked until the amazingly poignant final shot of a contemplative, spiritually broken Pacino. Coppola and cowriter Mario Puzo weave a hypnotic multigenerational saga, cutting between the turn-of-the-century immigrant life of Vito Corleone (De Niro, in a remarkable, uncommonly subtle performance) and the later years of his disillusioned son, godfather Michael Corleone (Pacino, staggeringly good). Along the way are some of the most memorable, disturbing and affecting scenes in all of cinema: Vito's first vision of the Statue of Liberty, his first murder, the attack on Michael's Lake Tahoe estate, his quiet ruthlessness as he shuts the door on his estranged wife (Diane Keaton). And then there's the lonely execution of Michael's pathetic brother (John Cazale) as he fishes on a lake, a sequence so elegantly photographed and perfectly timed that every film school should offer a course on it. But perhaps the real success of this opus is the way Coppola achieves what so few epic directors have accomplished: "The Godfather Part II," in its meditations on family, the past and the corruption of America's soul, melds historical sweep with searing personal intimacy, a feat that makes Hollywood's best sequel our choice for best movie. Period.

Facts and Commentary About The List:

• The TV Guide list ranged from their # 50 pick, the best of the Universal monster movies by James Whale titled Bride of Frankenstein (1935), to their # 1 choice - Francis Ford Coppola's mobster sequel The Godfather Part II (1974)
  
  
• The films were broken down by decade, as follows: the 1930's: 8 films, the 1940's: 8 films, the 1950's: 11 films, the 1960's: 6 films, the 1970's: 10 films, the 1980's: 3 films, and the 1990's: 4 films. The decade with the most films was the 1950's. The earliest film was: Duck Soup (1933) (# 19), and the most recent film was Babe (1995) (# 44) and Apollo 13 (1995) (# 34)
  
  
• Musicals or dance films were represented by: Cabaret (1972) (# 47), Top Hat (1935) (# 45), Saturday Night Fever (1977) (# 41), the soundtrack of American Graffiti (1973) (# 37), The Lion King (1994) (# 29), Singin' In the Rain (1952) (# 6), and The Wizard of Oz (1939) (# 4)
  
  
• Westerns were represented by only two films: Butch Cassidy and the Sundance Kid (1969) (# 46), and John Ford's The Searchers (1956) (# 18)
  
  
• Classic dramas were represented by: On the Waterfront (1954) (# 40), Rebel Without a Cause (1955) (# 31), Gone With the Wind (1939) (# 28), A Streetcar Named Desire (1951) (# 25), All About Eve (1950) (# 23), Raging Bull (1980) (# 20), To Kill a Mockingbird (1962) (# 5), and Casablanca (1942) (# 2)
  
  
• Horror films (and mystery/suspense films) included: Bride of Frankenstein (1935) (# 50), Otto Preminger's murder mystery Laura (1944) (# 39), the scary The Exorcist (1973) (# 26), Hitchcock's Vertigo (1958) (# 11), Chinatown (1974) (# 9), and Psycho (1960) (# 8)
  
  
• Gangster/cop films included: Dirty Harry (1971) (# 49), The Godfather (1972) (# 7), and The Godfather Part II (1974) (# 1)
  
  
• Entertaining action-adventure films included: Raiders of the Lost Ark (1981) (# 43), The African Queen (1951) (# 35), and The Empire Strikes Back (1980) (# 27)
  
  
• Only a few film noirs were represented: Double Indemnity (1944) (# 24) and Sunset Blvd. (1950) (# 16)
  
  
• Epics or Biopics included: Apollo 13 (1995) (# 34), Schindler's List (1993) (# 33), Gone With the Wind (1939) (# 28), Raging Bull (1980) (# 20), The Godfather (1972) (# 7), Citizen Kane (1941) (# 3), and The Godfather Part II (1974) (# 1)
  
  
• Family films or children's films included: Babe (1995) (# 44), The Lion King (1994) (# 29), Pinocchio (1940) (# 13), Frank Capra's Christmas classic It's a Wonderful Life (1946) (# 12), and The Wizard of Oz (1939) (# 4)
  
  
• Comedies were well-represented by: Modern Times (1936) (# 42), The Graduate (1967) (# 36), Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb (1964) (# 32), writer/director Preston Sturges' The Palm Beach Story (1942) (# 30), Ernst Lubitsch's Ninotchka (1939) (# 22), with Greta Garbo, Woody Allen's Annie Hall (1977) (# 21), the Marx Brothers' lunatic anti-war comedy Duck Soup (1933) (# 19), Billy Wilder's Some Like It Hot (1959) (# 17) with Marilyn Monroe, The Philadelphia Story (1940) (# 15) with Katharine Hepburn, and Howard Hawks' classic screwball comedy Bringing Up Baby (1938) (# 14)
  
  
• Films with Romance included: The Quiet Man (1952) (# 48), The Graduate (1967) (# 36), The Palm Beach Story (1942) (# 30), Gone With the Wind (1939) (# 28), Ninotchka (1939) (# 22), Annie Hall (1977) (# 21), Some Like It Hot (1959) (# 17), The Philadelphia Story (1940) (# 15), Bringing Up Baby (1938) (# 14), and Casablanca (1942) (# 2)
  
  
• There were only a few animations in the TV Guide list: The Lion King (1994) (# 29), and Pinocchio (1940) (# 13), and there were some animatronics in Babe (1995) (# 44)
  
  
• The top 10 films in the TV Guide selections were all films that Filmsite.org had selected for its top 100 list, including Arthur Penn's landmark film Bonnie and Clyde (1967) (# 10), director Roman Polanski's modern-day noir Chinatown (1974) (# 9), Alfred Hitchcock's classic slasher Psycho (1960) (# 8), Coppola's first gangster film The Godfather (1972) (# 7), the classic Gene Kelly musical Singin' In the Rain (1952) (# 6), the courtroom-related drama To Kill a Mockingbird (1962) (# 5), the family favorite The Wizard of Oz (1939) (# 4), Orson Welles' masterpiece Citizen Kane (1941) (# 3), the perennial romance Casablanca (1942) (# 2), and The Godfather Part II (1974) (# 1)
  
  
• Films that Filmsite.org has also selected for its top 100 list included these films in their bottom 25: Bride of Frankenstein (1935) (# 50), John Ford's Irish classic with John Wayne The Quiet Man (1952) (# 48), the Fred Astaire and Ginger Rogers classic Top Hat (1935) (# 45), Charlie Chaplin's Modern Times (1936) (# 42), Marlon Brando's powerhouse performance in On the Waterfront (1954) (# 40), the first modern blockbuster Jaws (1975) (# 38), director Mike Nichols' generational comedy The Graduate (1967) (# 36), Humphrey Bogart's Oscar-winning performance in John Huston's The African Queen (1951) (# 35), Steven Spielberg's Holocaust epic Schindler's List (1993) (# 33), Stanley Kubrick's classic black comedy Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb (1964) (# 32), rebel James Dean in Nicholas Ray's Rebel Without a Cause (1955) (# 31), and the grand Civil War epic Gone With the Wind (1939) (# 30) with Vivien Leigh and Clark Gable
  

Also see another list of TV Guide's picks from their March 24-30, 2001 issue - they offered their list of cinematic greatness - the 50 Greatest Movie Moments of All Time.