1. Memento (2000)
All too often, voiceover in films is a lazy crutch, either an artificial means of shoehorning in exposition that would be better conveyed cinematically, or an attempt to handhold viewers whom the filmmakers don’t trust to follow along. It always feels like an exception to the rule when the voiceover element is actually used well, as Christopher Nolan uses it in Memento. Sure, he needs protagonist Guy Pearce to keep up his running internal monologue for exposition’s sake, since there’s a lot of complicated backstory to convey. But Nolan makes a complicated, layered character study out of what’s normally a dull gimmick. Pearce’s character fakes his way through life, hiding the depth of his malfunctioning-memory problems from nearly everyone he meets; the disparity between what he’s thinking and what he’s saying is generally huge, which provides a great deal of the film’s tension. Without the voiceover, viewers might see him as just another grim detective type shouldering his way through the world, rather than a deeply embattled, vulnerable man for whom every exchange with another person is a minor gamble and a major bluff. But on top of that, Nolan uses the voiceover to inject some grim humor into the proceedings, as Pearce’s exceedingly wry thought processes comment on the ridiculousness of his situation.

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2. Kiss Kiss Bang Bang (2005)
In screenwriter Shane Black’s directorial debut, Kiss Kiss Bang Bang, Robert Downey Jr. has a voiceover as busy and nervy as Pearce’s in Memento, but to much different ends: He breaks the fourth wall, he babbles a mile a minute, he cracks horrible jokes, he justifies the action onscreen, and he generally encourages viewers not to take things too seriously. He even comments on how poorly he’s telling the story, by accidentally leaving out things that he needs to go back and fill in. He generally isn’t conveying information the viewers need, but he’s setting the tone that makes the movie something closer to a spoof than just another detective procedural. And he’s setting up his character as a loudmouthed, gloriously ridiculous ass. Love it or hate it, the movie wouldn’t be remotely as captivating and unique without it, from his opening call to attention to his closing apology to Midwestern viewers for all the swearing. A typical quip: “Now, you may wonder how I wound up here. Or maybe not. Maybe you wonder how Silly Putty picks shit up from comic books. The point is, I don’t see another goddamn narrator, so pipe down.”

3. Blast Of Silence (1961)
Typically, narration comes in first or third person—either a character is speaking to the audience directly, or a disembodied observer gives exposition. In Blast Of Silence, though, the narrator (Lionel Stander) spends the movie lecturing, berating, and occasionally pitying the leading man, a hitman (played by director Allen Baron) wandering through the holidays in New York City before his next assignment. As a leading man, Baron is blank-faced and taciturn, allowing the voiceover to build a history of rage and alienation that doesn’t explode until the film’s final act. Stander’s use of “you” when addressing Baron (“You’re alone. But you don’t mind that.”) transforms a solid but potentially tedious genre exercise into a poetic ode to despair. The arc of crime and punishment is a familiar one, but here, the ending is all the more affecting because it comes as absolutely no surprise. Stander’s commentary works as both a reminder of Baron’s hollow core, and a way to force viewers into empathy with a hired killer. After 77 minutes, second-person becomes surprisingly difficult to escape.

4. A Christmas Story (1983)
The test of a good voiceover is that you can’t imagine a movie without it. While it’s a tricky proposition in comedies—too many give in to the temptation to use the technique to make the onscreen jokes more obvious, and thus less funny—A Christmas Story downright depends on it. For one thing, it’s by Jean Shepherd, the gregarious memoirist whose book inspired the movie, and his comments enhance the humor, not beat it to death. And from whatever far-off future he’s narrating from, he seems to be enjoying the story more than anyone. Shepherd and his co-writers (Leigh Brown and director Bob Clark) pick just the right moments to let the voiceover take control, too: the flat-tire scene wouldn’t have been half as funny without “Only I didn’t say ‘fudge.’” to sell the joke.

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5. Road To Utopia (1946)
Okay, so the voiceover in Road To Utopia, by master humorist Robert Benchley, isn’t obviously essential. In fact, it’s completely arbitrary, pointless, and unnecessary—which is exactly why it’s so great. In the smartest and funniest of Bob Hope and Bing Crosby’s road pictures, Benchley is assigned the thankless task of explaining the plot of a movie whose plot is entirely beside the point, so he takes the opportunity to conduct a running narrative, years before audio commentaries, on where the movie goes wrong. From the moment he introduces himself and then says “Well, no matter” after an awkward silence from the presumably unimpressed audience, to the later moments when he gleefully points out continuity errors and lousy jokes, Benchley’s voiceover perfectly accompanies the movie’s willingness to kick down the fourth wall for the sake of a good laugh.

6. Band Of Outsiders (1964)
No filmmaker has done more to revolutionize the use of voiceover in film than Jean-Luc Godard. In 1964’s Band Of Outsiders, a seminal influence on Quentin Tarantino and Y Tu Mamá También, Godard deliberately works against his own narrator, signaling his increasingly skeptical stance toward conventional narrative. Although the movie is putatively adapted from Dolores Hitchens’ novel Fool’s Gold, Godard goes out of his way to contradict the text; when the narrator says Anna Karina’s “dark curls blew in the wind,” Godard uses a shot of Karina with her brown, straight hair untroubled by the faintest breeze. The conflict between word and image only grew more pronounced in Godard’s later films, especially in the six-part video essay Histoire(s) Du Cinéma.

7-8. Night And Fog (1955) and Sans Soleil (1983)
Chris Marker and Alain Resnais, who collaborated on 1953’s Statues Also Die, turned the European tradition of poetic documentary toward intangibles. Released only a decade after the end of World War II, Resnais’ Night And Fog captures haunting images of the imposing exteriors of Nazi concentration camps, while the narration, by Holocaust survivor Jean Cayrol, ponders the impossibility of ever capturing their horror. Apart from shots of bodies being bulldozed into mass graves, Resnais’ camera keeps a solemn distance, leaving Cayrol to describe what the eye cannot bear to see. Although Resnais soon turned to features, Marker became a master of the essay film, using dense, evocative narration tracks to establish a narrative that runs parallel to the images. Marker’s art peaked with 1983’s Sans Soleil, which effectively captures the thought process on film. Like Marker’s film-school staple “La Jetée,” the movie is the story of a man in search of an image, a quest that takes the narrator—Marker’s alter ego, Sandor Krasna—on a journey around the world. Alexandra Stewart reads Krasna’s film-length letter in the affectless tones of a voicemail prompt, but that doesn’t stop Marker’s exploration of the elusiveness of memory from being moving beyond words.

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9. Lessons Of Darkness (1992)
The images in Werner Herzog’s documentaries are transformed by the addition of his instantly recognizable voice. For instance, in Grizzly Man, his Teutonic drawl turns Timothy Treadwell’s goofy, self-aggrandizing home videos into an essay on the “chaos and murder” of the natural world. Nowhere is the effect more pronounced than in Lessons Of Darkness, his poetic postscript to the first Gulf War. As the camera lingers on burning Kuwaiti oil fields, Herzog—inspired, no doubt, by “La Jetée”—narrates the story of a science-fictional world where conflict has laid waste to the environment. The camera scuds along the sand, passing over shards of metal that jut from the ground like a broken skeleton. Herzog abandons the voiceover in the movie’s second half, and his alternate reality evaporates, returning us to the world of beefy oilmen and their attempts to cap flaming wells. But while he speaks, we’re taken to another world, one even stranger than our own.

10-11. Double Indemnity (1944) and Sunset Blvd. (1950)
The noir genre is defined by a fatalistic tone, persistently echoed by bitter, disillusioned men who have seen the way the world works and know that doom awaits them. With Double Indemnity and Sunset Boulevard, Billy Wilder begins at the end, using deadpan voiceover to capture the retrospective wisdom of hard-bitten cynics whose lives are figuratively or literally over. The voiceover in Double Indemnity comes in the form of a recorded confession from a gut-shot insurance salesman (Fred MacMurray) to his boss (Edward G. Robinson), detailing a failed murder scheme and the black-hearted dame (Barbara Stanwyck) who lured him into it. He wants his boss to understand what happened, but the tone of his voice is chastening, too, as if admonishing himself for following through on mistakes he knew he was making at the time. Sunset Blvd. goes one step further with the novel idea—lifted later by other films, most notably American Beauty—of a posthumous narrator, in this case a down-and-out screenwriter first shown floating face-down in a pool. The film then proceeds to show another case of self-inflicted wounds, caused by a hero who thought he could exploit a demented silent-movie star, and paid dearly for his hubris.

12. The Butcher Boy (1997)
Filmmakers who use narration as solely expositional caulk should be forced to watch Neil Jordan’s 1997 adaptation of Patrick McCabe’s novel, preferably with their eyes pried open, Clockwork Orange-style. The story concerns a budding psychopath named Francie Brady, a redheaded outcast in a small Irish town who learns his trade in a slaughterhouse. Stephen Rea, who plays the boy’s drunken, abusive father, also provides the voice of the adult Francie, whose high-pitched whimsy and off-kilter cadences only add to the bloody fun. The upshot is a cross between E.C. horror comics and Samuel Beckett, a morbid fairy tale with a death’s-head grin.

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13. All About Eve (1950)
“It is important that you know where you are, and why you are here,” says George Sanders in his bitingly sarcastic voiceover during the opening scene of All About Eve. As Addison DeWitt, he’s practically a caricature of a snooty, cigarette-holder-wielding theater critic, but his commentary in that scene perfectly establishes All About Eve’s deep cynicism—and undeniable perceptiveness. Sanders dryly dismisses the awards ceremony around him (“The distinguished-looking gentleman is an extremely old actor. Being an actor, he will go on speaking for some time.”) while introducing All About Eve’s core characters and the conflict lurking below the surface. At the end of the scene, the voiceover switches to Celeste Holm, who introduces the flashback that takes up most of the film. Although she offers some important details, Sanders provides the most memorable lines.

14. Adaptation (2002)
One of the biggest laughs in the Charlie Kaufman-Spike Jonze joint Adaptation comes when Nicolas Cage (as a writer’s-block-plagued Kaufman), in a moment of panicked inner monologue, is interrupted by a shout decrying voiceover narration as “flaccid, sloppy writing.” That admonishment—preached in real life by script guru Robert McKee and in film life by Brian Cox as McKee—is often true, but in a film as meta as Adaptation, so much would be lost if Cage’s thoughts weren’t being broadcast over the action. Adaptation is, after all, a movie that’s writing itself as the film unspools, and that effect is supported by the second-guessing and compromises voiced in Cage’s narration. Without it, Adaptation would lack a bridge between Cage-as-Kaufman’s life, his latest screenplay, and the book that screenplay is ostensibly adapting.

15. American Psycho (2000)
Oozing out over 400-plus pages, Bret Easton Ellis’ American Psycho provides an obsessively detailed psychological profile of its central investment banker/possible serial killer, Patrick Bateman. And while Mary Harron and Guinevere Turner successfully translated several of Ellis’ passages into big-screen soliloquies (most notably Bateman’s regurgitated thoughts on Huey Lewis And The News), no adaptation of Ellis’ novel could provide a window into Bateman’s extreme narcissism without the use of voiceover. Few contemporary actors can says as much with a furrowed brow as Christian Bale, but Bateman’s murderous ambition and devotion to conformity would be lost if we couldn’t hear him freaking out about the tastefully thick coloring and watermark on a superior business card.

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16. Raising Arizona (1987)
“I tried to stand up and fly straight,” H.I. McDunnough (Nicolas Cage) murmurs over a fast-picked banjo and footage of him pulling up in front of one of the all-night convenience stores he robs for a living, “but it wadn’t easy with that sun-o’-bitch Reagan in the White House.” The Coen brothers’ second movie set the tone for much of their subsequent work. Cage’s narration is crucial to the bravura pre-credit opening sequence, commingling his character’s genuine hopes for better days to come with Ed (Holly Hunter), the mug-shot-taking cop he falls for, and the absurdity of his plight: “I couldn’t help thinking that a brighter future lay ahead—a future that was only eight to 14 months away.”

17. Apocalypse Now (1979)
Another common knock against voiceover is that it provides a too-easy remedy for a filmmaker’s storytelling weaknesses. That’s true in regard to the voiceover track grafted onto Francis Ford Coppola’s troubled-but-ultimately-triumphant Vietnam epic Apocalypse Now, which languished in the editing room for months before the hubristic director called on former war correspondent Michael Herr to help make sense of all the sex, drug, and napalm-drenched insanity Coppola captured in the jungles of Manila. At the time, Herr was acclaimed for his 1977 book Dispatches, which chronicled his time covering the Vietnam war for Esquire, making him an ideal candidate to write the extended interior monologue for Apocalypse Now’s emotionally impassive protagonist Willard, played by Martin Sheen. Fortunately, Herr’s voiceover does more than bring clarity to Coppola’s hallucinogenic images—it also greatly enriches Sheen’s performance, ensuring that Wagner-scored helicopter raids and Marlon Brando’s messianic girth don’t overshadow the spiritual exhaustion at the heart of the movie.

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18. The Big Lebowski (1998)
Sam Elliott’s muddled yet loveably folksy narration is so well integrated into The Big Lebowski that it’s easy to forget that the Coen brothers’ incomparable stoner screwball comedy even has a voiceover. That’s because the narrator (a cowboy known simply as The Stranger) provides little of the on-the-nose commentary that normally comes from invisible, omniscient guides. “Sometimes there’s a man,” begins one of The Stranger’s characteristically shaggy-dog asides. “Sometimes, there’s a man. Ah, I lost my train of thought here.” While voiceovers typically strip away the mystery and complexity of movies, The Stranger adds another layer of cloudy-headed confoundedness to perhaps the most willfully confusing (and entertaining) detective story since The Big Sleep.

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19. The Kid Stays In The Picture (2002)
It’s hard to think of a more essential example of voiceover than Robert Evans’ martini-coated narration of The Kid Stays In The Picture, the 2002 documentary adapted from the infamous movie producer’s 1994 autobiography. Without Evans telling his own story detail by self-aggrandizing detail, Kid would have only conveyed his oily charisma and oddly ingratiating megalomania with a series of vintage film clips and still photographs. Instead, the film embodies Evans in all his impeccably tanned glory, offering up a barstool to whoever has the stomach for mocking impressions of Charlie Bluhdorn and hard-luck stories about Ali McGraw.

20. Badlands (1973)
Few filmmakers have made voiceover such an integral part of their style as Terrence Malick, who sometimes uses plot-driven narration (albeit from the limited perspective of a single character) and sometimes follows multiple stream-of-consciousness threads. In Malick’s debut film, Badlands, Sissy Spacek plays a wistful teenage girl who gets swept up in the criminal activities of the impulsive, charismatic Martin Sheen. Her narration of the story is simultaneously poetic and self-serving, full of blankly ironic comments on the beauty of the world and the romance of her circumstances. The voiceover gives Badlands an enchanted, faraway feeling, distancing the audience from the senseless violence of the story. It’s also frequently funny—in both senses of the word.

21. The Informant! (2009)
Matt Damon’s voiceover in Steven Soderbergh’s The Informant! serves two functions, although the second one doesn’t become evident until close to the movie’s end. Damon plays Archer Daniels Midland executive Mark Whitacre, and his running narration helps the audience comprehend the ins and outs of commercial chemical development and price-fixing. But later in the movie, we learn—spoiler alert!—that Whitacre is a habitual liar, who’s been lining his own pockets even as he’s been working with the FBI to bring down his bosses. Soderbergh uses Damon’s ingratiating, often loopy voiceover to earn the audience’s trust before he explodes that bombshell, making The Informant! a puckish exercise in audience manipulation and an object lesson on how easy it is to play the American people for a buncha suckers.

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22. Fight Club (1999)
Adapting a first-person novel requires a screenwriter to deal with the problem of voiceover narration head-on. Keep too much from the source material, and the film gets bogged down in unnecessary details and overt explanations. But losing the protagonist’s voice completely risks losing what made the novel compelling in the first place. With Fight Club, screenwriter Jim Uhls and director David Fincher decided to dive into the swamp, and the choice pays off; Edward Norton’s sardonic but increasingly lost line-readings track his character’s journey from cubicle jockey to schizophrenic revolutionary, keeping all the pithy punchlines from Chuck Palahniuk’s book without sacrificing momentum or visual impact. The voiceover holds together the bizarre twists and allows Fincher all sorts of leeway in playing games with the audience. Without it, the movie would probably still make sense, but wouldn’t be anywhere near as enjoyable.

23. Kind Hearts And Coronets (1949)
Narration’s distance from the action means there are no limits on what information it provides. While Dennis Price’s dry commentary on his rise to power in Kind Hearts And Coronets generally sticks to what’s on the screen, it reveals the black and loathsome heart behind his seemingly unflappable calm. Price plays a bastard offshoot of the Ascoyne family who determines to rise to the lordship’s place via the most direct manner at his disposal: the prudent assassination of every Ascoyne who stands between him and greatness. The plot on its own is sufficient for black farce (especially considering that Alec Guinness plays all eight family members), but the narration, taken from Price’s memoirs, provides an extra layer of commentary that turns the film into one of cinema’s most perfect examples of comic irony.

24. A Clockwork Orange (1971)
There are plenty of reasons why it’s important to have Alex’s voiceovers play a major role in Stanley Kubrick’s unforgettable adaptation of the Anthony Burgess novel. Even leaving aside how it gives plenty of room for Malcolm McDowell’s nasty, brutally charismatic performance, it lets viewers in on a lot of character and plot details that might otherwise elude them. It also provides a context for understanding the quasi-Russian Nadsat slang used by Alex and his thuggish droogs. But most importantly, the voiceover aids the movie in performing its most insidious trick: It entices us into sympathy with a vicious, remorseless rapist and killer.

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25. Detour (1945)
The hard-boiled voiceover is a staple of classic noir, but what sets Edward G. Ulmer’s manically paced Poverty Row masterpiece apart from its peers is how over-the-top it is. Of course, it’s perfectly in keeping with the rest of the film: the violence is absurdly overblown, the hero takes the cliché of the accused innocent to ridiculous heights, and Ann Savage’s Vera is a femme so fatale that she practically oozes murderous contempt from her pores. But the voiceover narrative provided by Tom Neal as hapless-schmuck hero Al Roberts is laid on so thick that it’s almost parodic: In his overblown self-pity, nothing ever goes his way, and it’s never his own fault. Fate is forever putting the finger on him, sticking its foot out to trip him, and steering him the wrong way. He paints himself as such a hopeless loser that some critics have seen his entire narrative as unreliable; even in film noir, nobody’s that pathetic.

26. Amélie (2001)
Jean-Pierre Jeunet is known for the vast amounts of visual information he packs into his films. But in the magic-realist romantic comedy Amélie, he uses extensive narration to add an extra—and indispensable—dimension to the tale of a sensitive, elfin young woman searching for love. Supplied by veteran actor André Dussollier, the narration frequently carries the story entirely, even as it supplies a torrent of detail and exposition that’s just as rich as the visuals. And the contrast between the dry, detached, almost whispery Dussollier and Audrey Tautou’s quiet innocence turns what might have been an unbearably twee film into an endearingly twee one instead.

27. Election (1999)
High school sucks. Election serves as a reminder that it isn’t just the students who are having a tough time—and while students can leave those awkward four years behind them, the teachers are stuck behind to spend most of their days still navigating the age gap. Who better a window into that than the ageless Matthew Broderick? On the surface, his Election protagonist is a generally well-liked civics teacher (or a Ferris Bueller who lost his mojo), but his narration reveals something his ritual masturbation can only hint at: a deep well of resentment and inner strife over Reese Witherspoon’s character. Actually, all four pivotal characters turn in achingly vulnerable, funny narration, from Chris Klein’s matter-of-fact euphoria over getting saucy in the hot tub to Witherspoon’s smug admission that anyone who calls her an overachiever is merely jealous.

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28. Y Tu Mamá También (2001)
Alfonso Cuarón’s remarkable end-of-innocence road movie is largely about not knowing: About future, about life, about what direction you’re headed, and about a bunch of other things that would spoil the movie for those who haven’t seen it. In fact, the only character who knows much of anything is an unseen narrator who knows a lot about everything, from the backstories of each character to the things they won’t admit to each other. He’s also filled with facts that deepen some of the scenes in ways the onscreen action alone never could. For instance, the details leading up to a roadside accident in Mexico City that has little to do with the story, but reveals much about the world in which it takes place, one in which lives pass and moments fade with few realizing the depths they conceal.

29-30. Annie Hall (1977) and Manhattan (1979) 
As one of the greatest comedians of all time, Woody Allen is no stranger to addressing audiences directly. Allen drew upon both his finely honed stand-up persona and the postmodern motherfuckery of his hero Bob Hope by breaking the fourth wall repeatedly in 1977’s Annie Hall, most famously when he puts an obnoxious, pseudo-intellectual, self-declared Marshall McLuhan expert in his place by bringing in McLuhan himself to deliver a curt tongue-lashing. (“You know nothing of my work… How you ever got to teach a course in anything is totally amazing!”) Similarly, Allen transformed the narration for Manhattan into a swooning, lyrical love letter to its titular city, and he’s returned to voiceover and narration throughout his endless career, most notably by having Larry David break the fourth wall to kibbitz with the unseen audience in Whatever Works.

31. The Royal Tenenbaums (2001)
Alec Baldwin’s face is never seen in Wes Anderson’s modern classic The Royal Tenenbaums, but his voice gives weight to every scene it’s in without being intrusive. It sets the tone from the start (“Royal Tenenbaum bought the house on Archer Avenue in the winter of his 35th year. Over the next decade, he and his wife had three children, and then they separated.”) and pops in just often enough to provide crucial backstory for the dysfunctional family. Baldwin delivers his lines like a classic narrator, simply and without a lot of emotion. It’d be difficult to imagine anyone else getting the tone as right as he does.

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32-34. Taxi Driver (1976), Goodfellas (1990), and Casino (1995)
Martin Scorsese, in addition to being the master of lots of other things, might be cinema’s most skillful purveyor of essential—and frequently innovative—voiceovers. By letting the audience inside Travis Bickle’s head in Taxi Driver, he first elicits real scares and then, amazingly, some sympathy. Some of the movie’s most memorable lines are delivered straight from Bickle’s head, including “Someday a real rain will come and wash all this scum off the streets.” In Goodfellas, Scorsese delivers the inner thoughts of Henry Hill (Ray Liotta), whose voiceover famously introduces a restaurant full of memorable gangsters (including Jimmy Two Times and Freddy No Nose), playing off the actual dialogue. And in the movie’s climactic courtroom scene, Liotta’s testimony is interspersed with his voiceover, until finally the voiceover becomes actual dialogue, with Liotta breaking the fourth wall and delivering his inner monologue right to the camera while the courtroom is frame-frozen in the background. It’s a risky, jarring trick, but it works brilliantly. In Casino, Scorsese allows various characters to take turns at voiceover, giving each a chance to tell another side of the story. Then, in what may be an unprecedented filmic move—and one that’s definitely hilarious—he has Joe Pesci’s voiceover interrupted mid-sentence by the action onscreen: One second he’s talking, the next his voiceover screams in agony after being hit by a baseball bat. And then: no more voiceover.