Top 10 Films That Get Better On Second Viewing

The best films that get better on second viewing often fall into one or more of three categories. One, they have a twist ending; two, they feature complicated or obscure narration and plotting; three, they’re stylistically unique and innovative. These attributes apply to the films featured in this list…

The Sixth Sense, M Night Shyamalan

The inspiration behind this list of films that get better on second viewing probably birthed around the time M. Night Shyamalan hit me with his twist ending in The Sixth Sense. Why is that twist ending so good? Because it makes you re-evaluate what you’ve just seen and gives the film an entirely new dynamic on second viewing. The Sixth Sense’s plot twist is not just delightfully surprising but organic to the plot and characters. It’s one of the best you’re ever likely to see.

In this top 10, I take a look at films which I feel get better second time around. It’s not always about a twist ending making a second viewing essential. Sometimes it can be something much more subtle like the development of character relationships or the emergence of asides, jokes and small plot points in films that maybe dialogue heavy. Watching a film a second time might also improve its potential if you can better understand a labyrinthine plot or remove yourself from plot altogether and admire technical genius.

10. Withnail And I (Robinson, 1987)

Richard E Grant, Paul McGann, Withnail and I, Brits on Holiday, British Countryside, Film, Bruce Robinson,It might well be the performances that make Withnail and I a better film on second viewing. Richard E. Grant and Paul McGann are incredibly funny as a pair of down-on-their-luck out of work actors who proceed to drink themselves into oblivion. There’s a Shakespearean tragedy about writer-director Bruce Robinson’s wonderful film that makes the two main characters’ plight more poignant and moving. Pathos intensifies the humour; laughs that are often guttural, physical reactions – full-bodied like the wine they drink. If anything the film is funnier, more moving, more tragic, more brilliant on subsequent viewings. At the very least, you can marvel at teetotaller Grant’s perennially inebriated Withnail, the best performance of his career and the greatest drunk in cinema history.

9. Glengarry Glen Ross (Foley, 1992)

Jack Lemon, Glengarry Glen Ross,Dialogue-heavy films are often better on second viewing because there’s always something you miss first time around. Whether it’s a bit of casual conversation, subtle backstory or an in-joke between characters, Glengarry Glen Ross is the perfect example of a film that gets better on second viewing. It’s so good, in fact, it gets even better on third, fourth and fifth viewing too. It’s a mark of screenwriter David Mamet’s talent for writing dialogue and creating character-centred films that rely as much on plot as they do on the interaction between characters. Director James Foley’s film is also an ensemble piece, one whose individual subplots are enlivened on second viewing and whose performances can be better savoured.

8. The Big Lebowksi (Coens, 1998)

Top 10 Films of Steve BuscemiLike most Coen brothers films, The Big Lebowski benefits from a second viewing if only to relive the laughs. This 1998 effort is the brothers’ funniest movie so it makes sense to watch the film again. Maybe you missed a plot point due to laughter the first time around or one of the Coen’s more subtle character traits or quirky subplots but the film is just as enjoyable on second viewing. For me, because the humour is characteristically offbeat, it takes the first viewing to align yourself with the Coen’s approach, their off-centre humour, idiosyncratic dialogue, staging, characters and subplots. The second viewing, and every one after that, is when you really get to have fun with the film.

7. Close Encounters Of The Third Kind (Spielberg, 1977)

Unlike Steven Spielberg’s Jaws, which pummels the viewer from almost the first minute, the director’s 1977 film is more slow-burning in its ability to delight. This science-fiction adventure is ostensibly about alien contact but its foundations are based on a childlike innocence. Understanding that the world changes as you grow up, Spielberg meditates on the idea of adults who still “believe”. It’s a film about being able to unlock the blinkered pragmatism of adulthood to draw nourishment from a childlike innocence that weathers with age. The real beauty of Close Encounters of the Third Kind comes only from re-watching it, making it one of the prime examples of films that get better on second viewing.

6. Rear Window (Hitchcock, 1954)

It’s difficult to pick an Alfred Hitchcock film that gets better on second viewing because they all do. Whether that’s North by Northwest with its wrong-man twists, Psycho after you’ve seen the shower scene for the first time, or Vertigo having grown accustomed to its darker tone, Hitchcock was a master of suspense whose dramatic machinations worked just as well on the fiftieth time as they did on the first. Rear Window, my personal favourite, is a film that merits repeat viewing. It has the plot twists which stand out on first viewing but it’s on second viewing that the technical brilliance of Hitchcock’s prying point of view shots really come to the fore.

5. The Sixth Sense & Unbreakable (Shyamalan, 1999/2000)

A pair of films from M. Night Shyamalan who burst into the mainstream as the twist ending “king”, The Sixth Sense and Unbreakable are perfect examples of films that get better on second viewing. Each film boasts a wonderful twist. The Sixth Sense sports a brilliant ending which makes you re-evaluate everything you have just seen. Unbreakable features a mid-film twist which takes it into its third act where it reveals another earth-shattering surprise. Watching these films a second time is like watching them for the first time again because you see these characters very differently.

4. Memento & The Prestige (Nolan, 2000/2006)

A pair of films that are elevated second time around, these sparkling Christopher Nolan efforts feature the sorts of twist endings you don’t predict. However, they’re not just shoehorned in for surprise effect as a second viewing reveals. Watch The Prestige again, for example, and suddenly you see characters completely differently, their motives now better defined. Similarly, Memento’s backwards narrative takes on a new light on second viewing.

3. 2001: A Space Odyssey (Kubrick, 1968)

2001 A Space Odyssey, Stanley Kubrick,Stanley Kubrick’s 2001: A Space Odyssey features ideas and themes that demand a second viewing because you’re better prepared for the galaxy-sized scale of its approach. Second time around you and can more easily digest its strengths. Think about any David Lynch film you’ve seen, maybe apart from the ironically titled The Straight Story, and consider whether you appreciated the work more or less on second viewing. Similarly, Kubrick’s much-celebrated 2001: A Space Odyssey is the poster film for hallucinogenic mindf**k cinema, its open-ended plot and huge thematic canvas far too much to appreciate on first viewing. 2001: A Space Odyssey might well need more than a couple of viewings before its majesty is enjoyable not infuriating but it remains a far more fulfilling cinematic experience second time around.

2. 12 Angry Men (Lumet, 1957)

Henry Fonda in Sidney Lumet's 12 Angry MenFilms that take place in a single location or a single day or both are great second time watches. What I love about these films is that our journey as an audience takes place in a similar time period to that experienced by our characters. And by cutting out the need to dramatically change location, we also become attune to our surroundings, similarly constrained to this room or building as the characters we’re watching.

12 Angry Men is one of my favourite films for a number of reasons, not least the fact it takes place almost entirely in the jury room following a murder trial. The script is the stand out, brilliantly taking us through a compelling tale of the wronged man through the discussions of the jurors.

The dynamic between the 12 men is enlivened by their differing views, stereotypes and emotional response to the evidence put before them. What’s more compelling is how their opinions change over the course of the film after one of them, Henry Fonda’s Juror #8, simply requests that they reconsider a seemingly open and shut case. Not as simple as it appears on face value, 12 Angry Men merits repeat viewing.

1. The Usual Suspects (Singer, 1995)

The Usual Suspects, Top 10 Films, Crime Films, Heist Films,One of the best twist endings you’re ever likely to see, The Usual Suspects pulls the wool over your eyes from the first minute. But watch it again, with the blindfold lifted, and character motivation and action offers new understanding of them as people. As an audience now clued in to the antagonist’s plan, the film offers a different type of enjoyment that is actually more fulfilling on second viewing.

Written and Compiled by Dan Stephens

Over to you: what are your fave films that get better on second viewing?

Dan Stephens
About the Author
Dan Stephens is the founder and editor of Top 10 Films. He's usually pondering his next list, often inspired by his adoration for 1980s Hollywood, a time-travelling DeLorean and an adventurous archaeologist going by the name Indiana.

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    Callum Reply

    Definitely agree that the ones with twist endings are great for a second watch. The Usual Suspects is great second time around. So is The Sixth Sense.

    I think Anchorman is great second time around. It’s so funny but you see more second time around.

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    Mark Fraser Reply

    One of the twist movies made in the last decade that did it for me was Scorsese’ Shutter Island. When looking at this list, if I was going to pick a Spielberg movie, it would be AI as I consider it a work that one must see more than once to appreciate some of its finer points. And, when it comes to the Coens, I’d go for No Country for Old Men. As an aside, this is interesting territory because when we need to watch a movie more than once it becomes kind of cultish, and goodness knows we all fall victim to cults. When I saw De Palma’s Carlito’s Way for the second and third time, for example, it was on the same day because it floored me at the first viewing a few months before. Suddenly I had an appreciation for the director. Coppola’s Rumble Fish also comes to mind, from which I walked out of completely stunned in 1985; meanwhile it took me a night (and a hit of pot) to realise that Tarkovsky’s Andrei Rublev was nothing short of incredible. I’ve watched all of these films multiple times since. In fact I now own them. So, if you need to watch a movie more than once, it probably has you by the proverbial short and curlies. And if this is the case, these are films you no doubt need to see more than twice.

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    CineGirl Reply

    Thought provoking list. Get Out would be one from this year that I think is a fascinating film on first and, crucially, second viewing.

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    Monica Rorvik‏ Reply


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    Miles & Crawford‏ Reply

    Momento, The Usual Suspects, Space Odyssey, Sixth Sense I have all watached 2x or more. The only one I think that is missing is Pi and waking life.

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    Aron Reply

    Sure as heck isn’t Last Jedi or Force Awakens.

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    Dan Grant Reply

    Terrific list Dan. Usual Suspects is worthy of the number one spot for sure.

    I’d add Angel Heart to list for the Mephistopheles angle.

    As much as I loved JFK I found it even better on subsequent viewings. Lots of dialogue.

    And the Coen film to make my list would be O Brother Where Art Thou

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    Raskolnikov Reply

    Tarkovsky’s films. First time I watched “The mirror” I tried to understand the film and I thought if was a good movie with amazing shots… Second time I watched it at the cinema; I didn’t try to understand it, just to feel the movie, and it was one of the best cinema experiences in my life.

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    Des Reply

    Terrific list. I’d add Spielberg’s films to the mix, they all get better on second viewing.

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    Tyler Reply

    Fight Club.
    If you watch it once and enjoy it, there will always be a second viewing.

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    Angela Reply

    Wonderful top 10. A very interesting idea. David Lynch films are ones I always factor in the necessity for a second viewing not long after the first. I do think they get better.

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    Chris Reply

    Great idea for a top 10! Memento & The Prestige would be on my rewatchable list as well.
    Match Point (with Scarlett Johansson) is a gripping story that always captivates me on rewatch. Blade Runner I never tire of because of the visuals and music. Films that have a certain mystery to them such as 2001: A Space Odyssey or Picnic at Hanging Rock I enjoy returning to.

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