Five Movies I Didn’t Love Until the Second Viewing

While I tend to think that a movie should give you everything you need to enjoy it on the first viewing, it’s hard to deny that with some great movies a rewatch is simply necessary. In fact, the more I get into the medium, the more I find that my second viewing of a good movie is often better than the first.

So, what follows are five movies that — for whatever reason — I needed to see a second time before I fell in love with them.

Tinker Tailor Soldier Spy

Did you guys see this movie? I thought it was brilliant; one of the best spy movies I’ve ever come across… though I confess I wasn’t sure of that the first time I saw it. I’ve never read the book (or any of Le Carre’s stuff, for that matter), so watching a two-hour version of what had previously been a 400-page book and a 5.5 hour BBC miniseries was, in the words of one of my favorite professors, “a bit like drinking from a fire hose.”

So what changed?

I actually understood the damn thing. Movies like this are usually whodunnits, brain-teasers where you have to put together the puzzle pieces. The first time I watched Tinker Tailor, it basically seemed like a collection of interesting, if unconnected sequences. Sure, I felt suspense as Peter Guillam lifted files from a library, or sadness over Ricki Tarr’s tale of intrigue abroad, but I couldn’t sort out how all these things fed into the narrative as a whole. I couldn’t, in other words, “beat the movie.”

The second time through, having a cursory understanding of the plot, I realized that the movie is more concerned with rendering a portrait of these sad, lonely men and their sad, lonely business than it is in providing a thrilling detective caper. The thrills that are there mainly come from watching Smiley work through the thick web of half-truths and betrayals. A second viewing allowed me to wrap my head around who did what, why, where, and how, and thus appreciate the intricate character work laid into these actions.

Shutter Island
(Mild SPOILERS on this entry.)

I’m not the world’s biggest Scorsese fan, and the movies of his I do like tend to be less of his usual champions (I’m not a huge fan of The Departed or Goodfellas, for instance) and more of his movies like Cape Fear or Shutter Island. In fact, Shutter Island is my favorite Scorsese movie. Its weird atmosphere and intensely mannered acting are initially a bit off-putting, but once you watch it again and get a better sense of what’s going on “behind the scenes,” the movie takes a turn for the brilliant.

So what changed?

Another thing that a second viewing can grant is a new angle on a story’s events. Movies like Memento, Fight Club, and The Usual Suspects are famous for making you take another look once the credits roll. The nature of Teddy Daniel’s tale in this movie results in a dark, eccentric tone that I haven’t seen much elsewhere. When I watched it again, those awkward passages crystallized into a brilliant, emotional story. Actors who I dismissed revealed new subtleties in their performances and the cinematography, sound, and even visual effects all worked substantially better in “context.”

And to those of you who’ve seen it once, and/or who manage to outwit the main narrative, it’s more than just knowing “the ending.” It’s understanding the backstory and actions that motivate the entire plot. For instance, once you know why Ruffalo’s Chuck Aule keeps acting stilted and aloof towards Teddy, his performance goes from puzzling to perfect. The eerie strangeness of the movie is gone, replaced by a creeping sadness that turns devastating by the end of it all.

Kiss Kiss Bang Bang

I wanted to include a comedy on here, and Kiss Kiss Bang Bang had to be it. If I ever write a list of “Most Quotable” anything, rest assured this mile-a-minute dime-store caper will be on it. This is one of those comedies that packs the jokes in so thick they almost don’t have room to breathe, and the plot they’re wrapped up in folds back on itself about every twenty minutes or so.

So what changed?

Complex as this flick is, it isn’t one of those “aha!” movies where all the pieces fall into place the second time around. Rather, it’s the kind where I catch new jokes and wrinkles in the plot each time you revisit it. The first time, the sheer zaniness of the humor and intentionally confounding plot left me a little winded, but more I returned to this dark piece of crime comedy, the more hilarious bits I managed to discover. Also, I keep being surprised by how well the plot stands up to these repeat viewings.

“Thank GOD you had a gun down there…”

(Mild SPOILERS here, too.)

The first time through on this movie, I was fairly blown away by the first act (unlike a lot of movies, this one is LITERALLY divided into three acts. The second was good, but not as good as the first, and the third was… interesting. Cool movie, but a little disappointing in my eyes. I think I may have just been expecting more “sleuthing.”

So what changed?

The second time through, though, I really got into the game of one-upmanship between Milo and Andrew. These guys are vicious, taking every opportunity to humiliate, degrade, or undercut the other. Knowing the sinister motives that drive the diabolical acts of these two men let me dig into their dialogue, which swings from playful one moment to downright nasty the next. It’s a movie that keeps the viewer on his/her toes throughout, so a little bit of context goes a long way.

In a sense, Sleuth shares qualities with Kiss Kiss Bang Bang. Both are witty but very densely written; the kind of movies that won’t necessarily play well to an inactive audience.

The Fountain

I don’t entirely understand this movie, but I love it anyway. That wasn’t the case the first time through, as initially I simply thought it an interesting “parallel storylines” think-piece. Admittedly, one with gorgeous visuals and great acting. Since then, I’ve come to regard it as one of the more emotional takes on the dense subject of life, death, and the love that ties them together.

So what changed?

Well, I still don’t quite understand everything. But I’m getting there! Like all great rewatches, The Fountain is a movie that reveals new details and nuances with each viewing. So what if I still can’t wrap my head around it? I’ve gotten the big picture of what Aaronofsky is going after, and it’s something beautiful indeed.

Even after multiple viewings, the specific thread weaving together the movie’s three storylines is hard to follow. It IS there, though, and the connections between them only increase each time through. Fortunately — and incredibly — for a movie this tightly constructed, The Fountain only runs about an hour and forty minutes. Rewatching it isn’t exactly a breeze, but neither does it feel like work. With each viewing, I care more about the characters, understand more about the story, and catch more glimpses of the larger tapestry that I missed the first few times around.

What about you? What movies did you need to watch again, or do you recommend a second viewing of?

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  1. Awesome idea and great piece. I actually found the last two Matrix movies to be quite a bit better the more I viewed them. I know, I know, I’m the worst. But one night we watched all three in a row and it was actually kind of epic.

  2. I didn’t initially like “Back to the Future III” when I was a kid, and even after that, I was still so-so on it. I just watched it Sunday, and I don’t know what I was so hung up on. I quite enjoyed it.

    And a great list David. I’m glad to see “Kiss, Kiss” and “The Fountain” getting some love. I can’t get behind you on “Shutter Island” though…so maybe I’ll give it a second viewing.

  3. Kiss Kiss Bang Bang is epically quotable though I’m still waiting for an opportunity in general conversation to use:

    “Do you know what you find if you look up ‘idiot’ in the dictionary?”
    “A picture of me?”
    “No, the definition of the word idiot, which you fucking are”

  4. I actually just watched The Fountain again recently, for what must be the 6th or 7th time. It brings me to tears every time, though it definitely takes a second (or third… fourth?) viewing to really drive the emotions home. I won’t claim I “get” it, but I have a pretty solid understanding of what’s happening. I won’t spoil things here, but it’s definitely a bit of a mind-fuck the first time you watch it. It’s almost as if it were designed with multiple views in mind.

    There are repeated actions throughout the film, spanning the three storylines, that only make sense after you understand what’s “really” going on. Those actions tend to snowball, having more and more impact the more times you see them.

    Think of it, in an odd-ball sense, in the same way as Arrested Development’s reoccurring jokes. The first time someone makes a huge mistake, it’s funny. The fifth? Sixth? Seventeenth? It builds on itself.

    Just my take on it.

  5. After reading The Spy Who Came In from the Cold I was really looking forward to Tinker Tailor Soldier Spy so much so that it never really met my expectations. But I still really enjoyed it so I agree that it could profit from another viewing.

    With Shutter Island I kept expecting a twist, and I got one, that honestly seemed relatively obvious from the get go. The bit I did like about the ending was about his wife though. Other than being a little bit disappointing it was decent enough. So again fair do’s.

    I heard Kiss Kiss Bang Bang was really good and was a bit of a cult movie…and I have no idea why. I thought it was rather naff to be honest, especially after watching Robert Downey a week previous in a hidden gem: The Singing Detective.

    Never seen Sleuth.

    The Fountain however is honestly one of my favourite films in ages and I pretty much fell in love with it instantly. Without doubt one of the most intricately beautiful films I have ever had pleasure to watch.

    One film I had to settle into was the new Star Trek. The first time round I just couldn’t get over the niggling little things…especially the fact its a completely different timeline. But second time round I forgot about them and loved it.

    I guess I’d also say the same about District 9. Certain things bugged me the first time round and hardly at all the second.

  6. If you’ve never seen the original “Sleuth” with Olivier you seriously need to hunt it down. It’s really good.

    I thought this about “Waking Life,” which is one of my favorite Linklater movies. Very trippy and really benefits from multiple viewings.

  7. Most of M. Night Shyamalan’s movies are better the second time around.

    Especially the later ones…

    The Village is a GREAT movie.
    Once you get understand that it isnt a horror movie and you know what the twist is, you can focus on the deeper meaning of the story and the relationships of the characters. Great acting, music and some really powerful scenes in that movie.

    Lady in the Water is also great in most of the same ways.

    The Happening is not the best, but it is a pretty good if you watch it as an intentionally cheesy “B movie”.

  8. “She’s been fucked more times than she’s had hot meals.”

    “I heard about that. It was neck-and-neck until she skipped breakfast.”

    Kiss Kiss is one of my all-time favorite comedies, especially because it’s also a very satisfying, clever noir.

  9. i had to watch all of the Ocean’s movies at least twice in order to completely understand them. after i figured it all out, i enjoyed those movies so much more.

  10. When I saw Shutter Island the first time, I didn’t even realize it was an adaptation of a book. And if you ever read the book, well just do it, because it’s a damn good adaptation.

  11. Synecdoche, New York – Charlie Kaufman’s dense, postmodern exploration on the meaning of life and one’s sense of self pretty much requires multiple viewings. And it just gets better every time I see it!

  12. I have to admit that when a friend and I initially went to a screening of The Big Lebowski, we both hated it.

    It may have been that I was a little too young to understand it’s genius, the dry humor, or the fact that the theater’s projecter stopped just before the midway point of the film and we had to wait for 20 minutes for them to fix it.

    But, when that same friend and I rewatched it on VHS(remember those?) a few years later, we laughed our asses off, and it’s been one of my favorite films since. Great writing and a perfect cast. Fantastic film.

  13. How did you not like the departed that is one of the greatest gangster movies ever made im from Mass and a city that isnt far off from boston and that was one of the realest depictions of boston ive ever seen and everyone in that movies acted great (except mark wahlberg he just can act except for in TED)

  14. Shutter Island is my actual favorite movie.


    Mark Ruffalo’s performance is almost better than Leo’s in my opinion. There are so many hidden hints that, just like with fight club, you don’t see until you know the big secret that connects them all.

    For instance, in the scene where DiCaprio and Ruffalo are interviewing the patients to find more information about Rachel, one of them women comments about how attractive Dr. Sheehan is. You see Ruffalo smile and blush a little, and she smiles back at him. I didn’t catch this until the 2nd viewing, but this is one of many clues that direct you to Ruffalo’s true identity.

  15. The Fountain was so freakin’ weird; one of my personal least favorite films I’ve watched all the way through. So like you’re working on a chimp, and then flash-back to the Conquistadors, then you eat from a tree and then you’re Jesus and then you’re Buddha?!

    Pissed me off.

  16. I can’t understand how people don’t like Shutter Island. I enjoyed it the first time through. And the ending….Makes you sad, but in a sense you could understand why he did it.

  17. V for Vendetta. I didn’t get it at first. I thought the hero looked ridiculous and that it was long and boring. After rewatching it though, I came to realize how cleverly witty and funny it is as well as how truly awesome a job Hugo Weaving did at bringing a masked character to life with real emotion. It is now one of my absolute favourite movies and never fails to make me laugh and cry.

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