Top 10 Movies That Only Make Sense The Second Time

Welcome to WatchMojo, and today we’re counting down our picks for the movies that become a lot easier to understand on a repeat viewing. To discuss why these warrant a rewatch, we must spoil some plot points. Which of these movies did you figure out the first time? Show off your brilliance in the comments.

#10: “Donnie Darko” (2001)

Even if you’re not here for its philosophical aspirations, this cult classic has enough dark humor and camp value to keep you entertained for a little while. Jake Gyllenhaal plays a disturbed teenager who starts having apocalyptic visions of a demented rabbit. Its twisting, turning plot feels somewhat nonsensical at times. Events transpire without warning or reason, only to be either erased or ignored. But for those who’ve gone back for repeat viewings, “Donnie Darko’s” themes of social isolation, mortality, and the inevitability of fate snap into focus. Its nonsequiturs start to feel like deliberate expressions of the fate waiting for Donnie and the people whose lives he touched.

#9: “Solaris” (1972)

Russian director Andrei Tarkovsky’s approach hearkened back to his love of poetry. To him, filmmaking was about what he called “sculpting in time.” He felt no desire or need to adhere to chronological time, instead using time itself as a storytelling technique. Left in other hands, this 1972 science fiction movie about a spaceship orbiting a mysterious planet would be a pretty standard affair. “Solaris” constantly asks us to follow it from one unexplained phenomenon to the next, but isn’t actually about space or other planets. Knowing how it ends leaves us able to study it more closely the next time for all it has to say about what’s going on at the human level.

#8: “The Sixth Sense” (1999)

There are points in M. Night Shyamalan’s blockbusting paranormal horror movie where Bruce Willis’ child psychologist seems weirdly out of place. Why is everyone acting so weird around him? Maybe it’s because psychologists make people nervous. Of course, we now know the real reason. He’s been dead the whole time! The great thing about “The Sixth Sense” is that there’s no real deception going on. The signs were always there. Watching it again is almost embarrassing because the movie is practically screaming this twist at you. Yet, so many of us watched it for the first time and were blown away.

#7: “Vertigo” (1958)

Alfred Hitchcock may have been the master of suspense, but his movies are generally easy to follow. Complex ideas are there, but even if you don’t have a handle on all of them, there’s still the efficiency and excitement of a great story well told. “Vertigo” may be his most thematically complex and challenging movie. It concerns James Stewart as a detective who fears heights and becomes traumatized by his encounter with an enigmatic blonde played by Kim Novak. Concerned with doubles, obsession, and psychology more than a tight story, contemporary critics were famously puzzled by it. Its dream-like atmosphere and relatively unpolished story were unlike anything Hitchcock had done to that point.

#6: “Memento” (2000)

To Christopher Nolan, time and space aren’t just themes. They’re ways of messing with his audience. “Inception” dealt with dreams and planes of existence. “Interstellar” dealt with the displacement of time and space travel. His breakthrough hit, “Memento,” is a murder mystery revenge thriller presented out of sequence, mirroring its protagonist’s amnesia. We are constantly displaced in time and space, having to work out what’s going to happen, and what’s already happened, just as Leonard does. When it all comes together in the end, we know on an intellectual level what’s just happened, but it might take a couple more times to really put it all together.

#5: “Arrival” (2016)

For most of the runtime of this 2016 sci-fi movie, you’re working under the assumption that Amy Adams’ character is grieving for her deceased daughter. The twist at the end reveals that her daughter has yet to be born. Her experience with the aliens in the film gives her the blessing and curse of being able to experience different times as non-linear and simultaneous. She knows her daughter will die, and must go forward with that knowledge. The reveal gives you a lot to consider. With this in mind, though, it does make her actions and words throughout the movie read a little differently.

#4: “Fight Club” (1999)

Sometimes, a movie lulls you into thinking it’s just business as usual. Sure, “Fight Club” doesn’t immediately read like a fantasy, but it’s definitely not trying to project a facsimile of the real world. It’s famous for its twist ending, but much of the confusion seems to stem from what it’s trying to say. Its musings about modern masculinity clearly struck a chord, but judging by the competing responses to the film, they mean very different things to very different people. Another watchthrough makes its lofty and satirical goals more apparent for some. Then again, how many fans watch the movie because they agree with Durden’s diatribes? It might just be a prism of the viewer’s own making, reflecting what they already think.

#3: “Primer” (2004)

Experimental filmmaker Shane Carruth wrote, directed, and starred in this 2004 Sundance Film Festival winner, which explores the ethical and philosophical implications of time travel. What it lacks in technical sophistication and a budget, it more than makes up for in ideas to chew on. Carruth’s approach to the subject is dense and deals with duplicates and breakdowns in the logic of the time travel process. His physicist characters never dumb down their language or slow down to explain to us what’s happening. It’s incredibly confusing, thrilling, and ultimately, too big and complex to truly grasp in a single viewing.

#2: “The Usual Suspects” (1995)

Some critics, including Roger Ebert, found Bryan Singer’s 1995 crime thriller confusing and impenetrable. That’s probably why Keyser Söze’s identity reveal is such a breath of fresh air. Not only is it exciting, but finally, there’s some clarity. After “The Usual Suspects” is over, you’re left trying to replay the movie in your head to make it all make sense. Nothing you saw or heard can be trusted now. Nothing that happened is certain. The meaning of every single moment and every single clue comes into question, and probably can’t be completely understood without that second viewing.

Before we unveil our top pick, here are a few honorable mentions.

“The Fountain” (2006)

A Poetic, Open-Ended Love Story Set Across Time & Space

“Caché” (2005)

Memory & Guilt Collide in This Ambiguous Thriller

“Everything Everywhere All at Once” (2022)

So Many Details Went into Creating Each of Its Many Universes

“12 Monkeys” (1995)

A Movie That Mirrors Its Protagonist’s Struggle to Stay in Reality

#1: “2001: A Space Odyssey” (1968)

Jumping from the dawn of humanity to the near-future of space travel, Stanley Kubrick and co-writer Arthur C. Clarke created a sci-fi movie with a massive scope. But what is it about? Well, it’s about a mysterious monolith, a crew of astronauts, and a rogue supercomputer taking over a spaceship. Given its surreal imagery and all the happenings that go unexplained, you have to accept that you’re not meant to know all of its secrets. It’s why people keep coming back, and why some give up on the first try. When you accept that it’s an experience and not a puzzle, its themes and symbols start to feel less random and more like a comment on its themes of time, technology, and human evolution.