1. The Shawshank Redemption
   Forrest Gump
2. Titanic
   Gran Torino

John Travolta was actually the first choice to play Forrest but turned down the role. Bill Murray was also considered. Winston Groom, the author of the novel that the script was sourced from, envisioned that John Goodman would be the perfect Gump.

1. City of God
   One Flew Over the Cuckoo's Nest
2. Fight Club
   The Shawshank Redemption

This film is based on Stephen King's novel, "Rita Hayworth and The Shawshank Redemption." Despite the fact that it was set in Maine, the fictional state of Shawshank State Penitentiary was actually the Ohio State Reformatory.

1. Gran Torino1
   The Godfather
2. There Will Be Blood
   A Beautiful Mind

Throughout the filming of The Godfather, Marlon Brando used cue cards to remember his lines. One of the most famous lines from the movie was actually improvised, the line where Peter Clemenza says, "leave the gun, take the cannoli." The horse's head in the film is entirely real.

1. American Beauty
   American History X
2. The Green Mile
   Requiem for a Dream

In American Beauty, the scene where Kevin Spacey is stoned in his car singing to "American Woman," he improvised the entire thing. Alan Ball, the screenwriter was sitting at the World Trade Center Plaza when he saw a paper bag floating in the wind and was inspired to write the film.

1. The Social Network
   Schindler's List
2. Casablanca
   Amadeus

There was more than one list in the actual story of Schindler's List. Seven lists in all were made by Oskar Schindler and his associates during the war, four are still known to exist. Two are at the Yad Vashem in Israel, one is at the US Holocaust Museum in Washington, DC, and one privately owned list was unsuccessfully auctioned off via eBay in 2013.

1. The Pursuit of Happyness
   The Godfather: Part II
2. The Wrestler
   Crash

The film The Godfather: Part II, was almost never made. Francis Ford Coppola was exhausted by the time he was done with the original. In later interviews, he said he didn't particularly want to make a sequel because the first part ended all of the original aspects of the story. He ultimately made it because he thought it would be interesting to make two stories in parallel of a man and his father at the same age.

1. Goodfellas
   Leon: The Professional
2. On the Waterfront
   Big Fish

The real-life Henry Hill from the movie, Goodfellas had too long of a criminal past to fit the entire thing into a movie. The movie's famously huge "fuck" count was mostly improvised, the script only called for the word to be used 70 times but much of the dialogue was improvised during shooting, so the expletives piled up. It is actually used closer to 300 times in this film.

1. One Flew Over the Cuckoo's Nest
   Silver Linings Playbook
2. Crash
   The Wrestler

The author of the novel, One Flew Over the Cuckoo's Nest, never actually saw the film. Although the author Ken Kesey was initially involved in the film adaptation of his 1962 novel, he left production after two short weeks and took a lawsuit out against the film's producers. He had multiple grievances against the film, most notably that he wanted Gene Hackman, not Jack Nicholson, to play Randle McMurphy. Kesey was also pissed that Chief Bromden was not the narrator in the film.

1. A Seperation
   The Green Mile
2. Babel
   Argo

The film, Green Mile is based on a novel by Stephen King. He published the book serially, in six installments, in order to follow the example set by Charles Dickens. John Coffey in the film was supposed to be seven feet tall. He was actually pretty tall, standing close to 6"5' but they still had to use forced perspective and camera angles to make him appear taller than he was.

1. The Truman Show
   Schindler's List
2. Titanic
   Saving Private Ryan

The Truman Show was originally titled The Malcom Show and had a much darker tone. Jim Carrey took a pay cut to play Truman Burbank, instead of his then-standard $20 million paycheck, Carrey accepted $12 million. The production of The Truman Show waiting an entire year to start filming so that Jim Carrey could finish Liar Liar.

1. Black Swan
   No Country for Old Men
2. A Very Long Engagement
   Taxi Driver

The screenwriter for Taxi Driver didn't see his first movie until he was seventeen years old. Paul Schrader was raised by strict Calvinist parents, so movies were forbidden in his household. Schrader also rewrote Foster's character after meeting an actual underage New York City hooker. This film also partly owes its existence to Sting, because it gave them enough Hollywood credit for them to take the chance on Taxi Driver.

1. A Very Long Engagement
   Casablanca
2. Children of Heaven
   Gran Torino

The original authors of Casablanca signed away their rights for the then-record sum of $20,000. Warner Bros. later gave the pair of writers Murray Burnett and Joan Alison $100,000 apiece and the right to produce the original play. Casablanca is the most quotable movie of all time.

1. Gran Torino
   Raging Bull
2. Scarface
   Malena

During rehearsals of Scarface, Al Pacino burned his hand on the barrel of a prop machine gun that has just fired 30 rounds. He was out of commission for two weeks. The idea to remake the 1932 "Scarface" was Pacino's. He saw the classic crime drama at a revival screening in LA and told producer Martin Bregman that he thought he should star in an updated version.

1. Eyes Wide Shut
   Good Will Hunting
2. Mulholland Dr.
   Little Miss Sunshine

Robin Williams and Matt Damon used to joke around in-character in between takes in Good Will Hunting, resulting in many of the lines between the two characters being totally improvised. The scene where Matt Damon was in bed with Minnie Driver, he is actually asleep. Because he was producing, writing, and starring in Good Will Hunting, he was justifiably exhausted.

1. One Flew Over the Cuckoo's Nest
   Gran Torino
2. The Big Blue
   The Usual Suspects

In Gran Torino, Clint Eastwood's son, Scott Eastwood appearing in the movie as Trey and his other son, Kyle Eastwood, provided the music for the film. The two writers of the script Nick Schenk and Dave Johannson knew some of the Hmongs near the steel mill where they worked. They wrote the script on pieces of paper during their lunch breaks.

1. American Beauty
   In the Mood for Love
2. Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb
   Papillon

Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb or more commonly known as Dr. Strangelove, is a political satire black comedy that makes satirical humor out of fears that were prevalent during the Cold War of a nuclear conflict happening between the USSR and the USA. The film is directed, produced, and co-written by Stanley Kubrick.

1. Million Dollar Baby
   Scarface
2. Ghost Dog: Day of the Samurai
   Dances with Wolves

Hilary Swank who plays the lead in Million Dollar Baby contracted a bacterial infection from a blister on her foot during the training for her role, it was so bad she almost had to be hospitalized for three weeks. She caught the infection in the nick of time and took a week off for "medicated rest" so that she wouldn't have to tell Clint Eastwood about the injury as she felt it was not in character.

1. Gangs of New York
   A Seperation
2. The Curious Case of Benjamin Button
   The Grand Budapest Hotel

In The Curious Case of Benjamin Button, Brad Pitt says it took 5 hours each day to complete the make-up that was required for the role. The film began development in 1994. David Fincher also directed Brad Pitt in 'Fight Club.' They actually acknowledge this film when Benjamin's father asks about "the house on Paper Street."

1. Catch me if you can
   The Game
2. 21 Grams
   Collateral

According to the real Frank Abagnale Jr., the individual that Catch Me If You Can is based, approximately 80% of the movie is true. The film shows Frank on FBI's Most Wanted list but in real life he didn't make the list, it is reserved for violent criminals. To get a sloppy kiss out of Amy Adams, Steven Spielberg told her to pretend she was starving to death and eating a cheeseburger.

1. Carlito's Way
   Groundhog Day
2. Mystic River
   Babel

Bill Murray was bitten by the groundhog twice while they were shooting the film, Groundhog Day. According to the website Wolf Gnards, Bill Murray spends 8 years, 8 months, and 16 days trapped in Groundhog Day. In the movie, all the clocks in the diner are stopped which mirrors Phil's predicament.

1. Serpico
   A Beautiful Mind
2. The Hunt
   Bicycle Thieves

In A Beautiful Mind, the equations that we see on the classroom chalk boards are actual equations that were written by the real life John Nash. After John Nash visited the set, Russel Crowe said he was fascinated by the way John moved his hands and so he tried to do the same thing in the movie. He thought it helped him get into character better.

1. Slumdog Millionaire
   Lost in Translation
2. Léon: The Professional
   Chinatown

In Léon: The Professional, Natalie Portman's parents were totally against her playing Mathilda. Her parents thought it was way too complicated of a role for an 11-year old. Not only would Natalie have to deal with a broken home and violence, but she'd have to deal with the unwanted sexualization of a young girl. After Portman read the script, though, she was moved to tears and knew she had to play the role. She screamed and cried and told her parents they were ruining her life until they let her play the role.

1. Braveheart
   Citizen Kane
2. Downfall
   Interstellar

Orson Welles was regarded as one of the great geniuses of his time. Because of this, on Citizen Kane, Welles got unprecedented creative control during the film. Welles' original idea for the story was an adaptation of Heart of Darkness, ultimately the idea was nixed because the budget was too high. There are still disputes about the ownership of the script today.

1. 12 Angry Men
   Oldboy
2. City of God
   Big Fish

12 Angry Men is inspired by a real jury duty experience. Reginald Rose a respected writer for TV at the time, served as a juror in a manslaughter case in 1954. As a dramatist, he wrote 12 Angry Men as a one-hour teleplay for CBS' Studio One anthology series. It aired on September 20, 1954. This is also the only film that Henry Honda ever produced.

1. 12 Years a Slave
   Gone Girl
2. The Social Network
   The Wolf of Wall Street

In The Social Network, Justin Timberlake, who plays Sean Parker, was the only actor that was able to meet his real-life character. Not a single Facebook employee, including the founders, were involved in the making of this movie. Jesse Eisenberg's cousin was a Facebook product designer. Even though Zuckerberg is against the film, he still allows the movie to have a Facebook fan page.

1. A Beautiful Mind
   Into the Wild
2. Gone Girl
   The Wolf of Wall Street

For his role in Into the Wild, Emile Hirsch, had to lose 40 pounds to make the weight loss look real. His character dies of starvation and was only 30 kilograms when he was found dead. There are no stunt-men or doubles in this entire film. Sean Penn waited ten years to make this film in assurance that the Mccandleuss' family would approve of making Christopher's life into a big screen film.

1. The Sting
   Gangs of New York
2. La Strada
   Casablanca

The making of Gangs of New York took 32 years. It was also shot on a massive set in Rome. Ferretti's team built a mile of sets -- stores, saloons, houses, the town square, even the harbor, docks, and ships, all of them fully functional, with no facades. People that visited marveled that it was like stepping back in time.

1. Rain Man
   Her
2. The Great Escape
   Inglourious Basterds

On "Oprah", Tom Cruise and Dustin Hoffman said that the "farting in the phone booth" scene was actually improvised as Hoffman actually passed gas while the scene was being filmed. Hoffman said it was his favorite scene ever. Jake Hoffman, the boy at the pancake counter, is Dustin Hoffman's son. Both Jack Nicholson and Robert De Niro turned down the part of Raymond.

1. Casino
   Gone with the Wind
2. Requiem for a Dream
   JFK

This movie is based on the career of casino boss Frank 'Lefty' Rosenthal who is portrayed by Robert De Niro in the film. Martin Scorsese knew that studio's would not want a 3 hour film but he sort of ignored them, the film runs for 178 minutes. He describes it as a "fast three hour" movie.

1. Gone Girl
   Cast Away
2. 12 Angry Men
   A Streetcar named Desire

The screenwriter for the film Cast Away, stranded himself on an island so that he could research what it would actually be like. William Broyles Jr. spent several days alone in Mexico's Sea of Cortex trying to fend for himself. He speared and ate stingrays, learned how to open a coconut, befriended a washed-up Wilson-brand volleyball, and tried to make a fire, all of which ended up in the movie.

1. On the Waterfront
   War Horse
2. Being John Malkovich
   A Clockwork Orange

Charlie Kaufman while writing the script for Being John Malkovich, combined two ideas to write this script. Kaufman said that John Malkovich was the only person that could play the lead actor, although the studio envisioned someone else as the lead role, Tom Cruise. When Malkovich first read the script he wondered if he had wronged Kaufman in the past, they hadn't met at that point yet, he said he wouldn't mind producing or directing it, but that he should find a different actor initially.

1. Doctor Zhivago
   A Streetcar Named Desire
2. JFK
   The Wrestler

Although the story of the film The Wrestler does not stray from Robert Siegel's script, all of the backstage locker room scenes and the first scene where Randy the Ram works a deli counter were all improvised. In fact, Rourke was serving legitimate customers in that first scene, making his quips to those getting food that much funnier.

1. JFK
   Unforgiven
2. 12 Angry Men
   Goodfellas

Eastwood's production designer, Henry Bumstead, for the film Unforgiven, with his team built the main set for the 1880's town of Big Whiskey, Wyoming on a lonesome prairie in Alberta from which no signs of modern civilization could be seen in any direction. The nearest city to it is Calgary, which is 60 miles away. All of the buildings for the film were fully functional, not just facades.

1. 3:10 to Yuma
   Catch me if You Can
2. The Great Escape
   Casablanca

Russell Crowe, director James Mangold, and producer Cathy Konrad unanimously preferred Christian Bale as the co-lead for the movie 3:10 to Yuma. James Mangold originally Kris Kristofferson as Byron MacElroy, but due to scheduling conflicts, Peter Fonda got the part. Eric Bana, was in initial negotiations to star opposite Tom Cruise in this film.

1. A Beautiful Mind
   The Curious Case of Benjamin Button
2. The King's Speech
   Big Fish

The King's speech, as it was delivered in the movie, is the only two-thirds of the original. The original speech was 407 words; the movie version only has 269. Four sentences of the speech were deleted and four sentences were shortened. At the age of 73, David Seidler became the oldest person to ever win the Best Original Screenplay Academy Award (Oscar) for this film.

1. Oldboy
   Amadeus
2. Interstellar
   Downfall

Mark Hamill wanted the movie's lead in Amadeus, but the director wouldn't let him audition. He thought people wouldn't believe that Luke Spacewalker as Mozart. For the film, Tom Hulce practiced piano for four to five hours a day in order to look believable on camera. He also spent a month with a piano teacher before they started filming.

1. Once Upon a Time in America
   Braveheart
2. The Bridge on the River Kwai
   Seven Samurai

Seven Samurai was Akira Kurosawa's first Samurai film. At the beginning of writing, it began as the story of a single Samurai. At the time Seven Samurai entered production, most major Japanese films cost around $70,000. Because Kurosawa demanded authenticity of things like a fully constructed outdoor village location, there were production challenges and setbacks and the film ended up ballooning to almost $500,000, which was a massive sum at the time.

1. Black Swan
   A Clockwork Orange
2. The Godfather
   The Dark Knight

Stanley Kubrick originally didn't want to make the movie A Clockwork Orange. Kubrick didn't like the book upon first reading it because of the Nadsat language Burgess created for the novel. Malcolm McDowell was Kubrick's one and only choice for the role of Alex, and surprisingly McDowell had no idea who Kubrick was. Originally McDowell thought that the director was Stanley Kramer, the filmmaker behind It's a Mad, Mad, Mad, Mad World.

1. Lawrence of Arabia
   The Pianist
2. American History X
   No Country for Old Men

Joaquin Phoenix actually turned down the lead role in American History X. This film was director Tony Kaye's first feature film. His only experience was directing music videos and art installations in the '90s. Actually, at one point Tony Kaye tried to disown the film, he even filed a 200 million lawsuit to have his name legally changed in the credits to Humpty Dumpty when the film was ready for its wide release.

1. The Joker
   Taxi Driver
2. Batman
   Good Will Hunting

In the movie Batman, the name of the officer who recovered the Joker card seen at the end is J. Kerr. Joe Kerr is one of The Joker's pseudonyms in the comics. Cillian Murphy auditioned to play Batman in the film but Nolan thought he would be a much better Scarecrow and so he was ultimately cast as that.

1. There Will Be Blood
   Hotel Rwanda
2. Chinatown
   Bicycle Thieves

The screenwriter for the film, Hotel Rwanda, spend a year writing the first draft of the script. During the process of writing, he called the Rwandan embassy in DC. The woman who picked up the phone was a survivor who had actually stayed at the Milles Collines Hotel. The real Paul Rusesabagina (who the story is based off) actually met with Don Cheadle. General Bizimungu was sentenced to thirty years in prison for his part in the genocide on May 17, 2011.

1. The Pianist
   Gladiator
2. No Country for Old Men
   Lost in Translation

No Country for Old Men was shot almost entirely in Las Vegas, but Tommy Lee convinced the Coens to film some scenes on location in Texas. Heath Ledger actually turned down the roll of Moss. Josh Brolin broke his shoulder in a motorcycle accident two days after winning the part in this film. He was convinced they would drop him from the role because of his injury, but in spite of that, his injury didn't hamper his role in the film as the character he played was shot in the shoulder very early on.

1. Straw Dogs
   Eternal Sunshine of the Spotless Mind
2. Modern Times
   American Gangster

The film American Gangster went through a number of titles, directors, and acting duos throughout its development process. It was almost called Tru Blu and would have been directed by Brian De Palma or Antoine Fuqua (from Training Day) and could have starred Benicio Del Toro and Will Smith in lead roles. The crowd at Muhammad Ali's fight sequence is made up of 650 extras and 1500 inflatable dummies.

1. The Departed
   Crash
2. The Shawshank Redemption
   Fight Club

The story behind officer John Ryan and his father in Crash comes from a piece of hate mail that the director Paul Haggis received while he was working as a writer in the TV series Family Law. One of the things that inspired the movie was that Paul Haggis was carjacked himself. This film was the lowest-grossing Best Picture Oscar winner since The Last Emperor in 1987.

1. Big Fish
   Zodiac
2. Oldboy
   Birdman or (The Unexpected Virtue of Ignorance)

The shooting script was 200 pages long for the film The Zodiac. To combat problems with over length that might be caused by such a big script, David Fincher decided to make his actors speak faster. Jake Gyllenhaal shares on of the film's creepiest scenes with Charles Fletcher. In real life, the two have known each other since Gyllenhaal was three years old.

1. Amores Perros
   1900
2. The Boy in Striped Pajamas
   Trainspotting

In Transporting we were glad to find out that the poo covering the worst toilet in Scotland was actually just chocolate. Phew. Although Ewan Bremner played Renton on the stage version of the film, Danny Boyle had always wanted Ewan McGregor to play the role after working with him on Shallow Grave. He offered Bremner the role of Spud instead.

1. Pulp Fiction
   Heat
2. Leon: The Professional
   City of God

The City of God was voted Movie of the Year in 2003 by Empire magazine. It would be another 6 years before a foreign film got the #1 spot again. The actor who played Lil Dice, Douglas Silva, was the first Brazilian to win an Emmy. There was a total of 200 untrained actors used during the shooting of City of God.

1. The Silence of the Lambs
   Amadeus
2. La Strada
   Magnolia

Paul Thomas Anderson wrote the bulk of the script for Magnolia during two weeks he spent at William H. Macy's Vermont cabin, he had spent so much time inside because he was afraid to go outside after he had seen a snake. Almost every location contains at least one picture or painting of a magnolia flower.

1. The Prestige
   The Wrestler
2. Once Upon a Time in America
   There will be Blood

There will be Blood, involves Plainview which is based on a real-life oil tycoon Edward Doheny. Doheny set off the oil boom in California in 1892. The scene in the bowling alley was filmed at the Greystone Mansion, a California estate Doheny built for his only son. The house's descending stairs are one of the most famous sets in Hollywood.

1. The Prestige
   The Hunt
2. Babel
   Serpico

Brad Pitt gave up one of the starring roles in The Departed (a film that he actually co-produced) in order to play a role in this film. Babel was shot almost entirely using hand-held cameras, even the driving scenes. Rink Kikuchi went through a year-long audition process before finally gaining the role of Chieko. Actress Adriana Barraza gained 35 pounds for her role as Amelia.