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VOICE OVER: Rebecca Brayton
Who better to play an actor than an actor! For this list, we'll be looking at the best performances by actors as other actors. Our countdown includes Willem Dafoe as Max Schreck, Ray Liotta as Frank Sinatra, Jim Carrey as Andy Kaufman, Robert Downey Jr. as Charlie Chaplin, and more!

#20: Willem Dafoe as Max Schreck

“Shadow of the Vampire” (2000) If you love vampire movies, you have to see German silent horror film “Nosferatu.” And if you love “Nosferatu,” you have to see this film, about the making-of. Dafoe plays Max Schreck, an actor who startles and amazes as vampire Count Orlok. How good is he? People start to suspect that he’s actually a vampire. While that may sound like a pretty far-fetched premise, the film works largely in part due to Dafoe’s Oscar-nominated performance, further enhanced by a terrific makeup job. “Shadow of the Vampire” might take liberties with history, but no one can deny the power of Dafoe’s work here.

#19: Greg Kinnear as Bob Crane

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“Auto Focus” (2002) In the 60s and early 70s, Bob Crane was the star of popular sitcom “Hogan’s Heroes.” However, after the show ended, Crane’s career lost its momentum, and he met a tragically early end. In director Paul Schrader’s biopic, Greg Kinnear plays Crane, depicted as a clean-cut family man who is sucked into a world of depravity by his friend John Henry Carpenter, played by Willem Dafoe. While Crane’s son took issue with the film’s portrayal of his father, Kinnear’s performance is powerful in its portrayal of someone who lets their worst impulses get the best of them.

#18: Annette Bening as Gloria Grahame

“Film Stars Don’t Die in Liverpool” (2017) Gloria Grahame won an Oscar for “The Bad and the Beautiful,” but her career never reached the heights of some of her classic Hollywood contemporaries. This film, and Annette Bening’s sensitive portrayal, gives Grahame her due. Taking place towards the end of her life, when Grahame was living in England and struggling with illness, the film focuses on her relationship with Peter Turner, played by Jamie Bell. The film shines thanks to Bening, who humanizes Grahame, allowing both her joy and sorrow to radiate. As the saying goes, you’ll laugh and you’ll cry from watching Bening.

#17: Steve Coogan & John C. Reilly as Stan Laurel & Oliver Hardy

“Stan & Ollie” (2018) Yes, we’re technically giving a spot to two actors. But considering how perfectly Laurel and Hardy worked as a duo, we feel it’s only fair. Coogan and Reilly play the comedy icons, touring the U.K. and trying to get a new movie off the ground. While the film takes place during a difficult time for Laurel and Hardy, it’s an absolute career highlight for both Coogan and Reilly, who turn in great individual work and have fantastic chemistry together. Laurel and Hardy’s relationship might not have always been harmonious, but this film is a pleasure from beginning to end.

#16: James Franco as James Dean

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“James Dean” (2001) In the years following his tragic death, James Dean has been seen less as an actor and more as a symbol of non-conformity and coolness. This TV movie shows us the man under the jacket, and its starring performance is crucial to its success. Franco won a Golden Globe for his portrayal, which captures the “Rebel Without a Cause” star’s physicality as well as the intensity that made him an idol to so many. TV movies don’t always have the best reputation. However, this film and Franco’s nuanced performance are worthy of the big screen.

#15: Helena Bonham Carter as Elizabeth Taylor

“Burton & Taylor” (2013) Think we’re celebrity-obsessed now? Hardly any power couple can garner even half as much fascination as Elizabeth Taylor and Richard Burton did. In this TV movie, produced by the BBC, Helena Bonham Carter plays Taylor, hoping she can reunite romantically with co-star Burton, who she divorced twice. Bonham Carter’s acclaimed performance finds the humanity behind this larger-than-life star. While Taylor doesn’t always make the best decisions, Bonham Carter allows us to understand them and hope for her to get on the right track. And her dynamic chemistry with co-star Dominic West makes this a definite highlight of Bonham Carter’s impressive filmography.

#14: Jason Scott Lee as Bruce Lee

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“Dragon: The Bruce Lee Story” (1993) Bruce Lee’s physical prowess made him an international celebrity. However, there was more to the man than just his fighting skills. In this biopic, another Lee plays the legendary actor and fighter. Jason Scott Lee’s starring performance is impressive on multiple levels. The actor makes us believe he’s Lee through his energy and fighting ability as well as his charisma. Bruce Lee's journey to success was a demanding one, and Jason Scott Lee's performance is riveting and inspiring. You might sign up for a martial arts class of your own by the time you finish watching.

#13: Jessica Lange as Frances Farmer

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“Frances” (1982) Mental health awareness and treatment has thankfully improved with time. But that wasn’t the case during Frances Farmer’s lifetime. Jessica Lange received an Oscar nomination for playing Farmer, whose acting talents were threatened by psychological mistreatment and substance abuse disorder. Farmer also spent time hospitalized, where she claims she underwent dehumanizing treatment. Although the film is frequently difficult to watch due to its intense subject matter, Lange’s touching performance makes us feel for Farmer and all the challenges she underwent. The life of a Hollywood star may seem glamorous. But as this film shows, it’s not always easy.

#12: Ben Affleck as George Reeves

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“Hollywoodland” (2006) George Reeves may have played Superman on TV, but beneath the suit and cape was a man, one who at times struggled with his iconic role. Ben Affleck plays Reeves in this film, a fictionalized story about the investigation into his mysterious death. To prepare for the role, Affleck put on 20 pounds and extensively researched Reeve by reading books about him, watching his show, and studying recordings of his voice. While Affleck might not play Superman, he does something arguably more impressive: playing someone regarded by millions as a hero but who wasn’t always invulnerable.

#11: Amanda Seyfried as Linda Lovelace

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“Lovelace” (2013) In the 70s, Linda Lovelace starred in a hugely successful movie. But its taboo subject matter meant she wasn’t exactly climbing up the Hollywood A-list. In this film, Amanda Seyfried plays Lovelace as a young woman who’s seduced by an older man, Chuck Traynor, and who ends up subject to extensive physical and psychological anguish. Seyfried’s mesmerizing performance shows how someone like Lovelace could be taken down such a tumultuous path. Linda Lovelace might’ve been a different kind of movie star. But this film shows she was, like all people, no less worthy of respect and dignity.

#10: Ray Liotta as Frank Sinatra

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“The Rat Pack” (1998) Frank Sinatra might be best known for his incredible singing voice, but he was also an accomplished actor who even won an Oscar. In this ensemble film for HBO, Ray Liotta plays the leader of the Rat Pack, whose charm, swagger, and blue eyes made him an iconic figure. Although Liotta doesn’t do his own singing, he still manages to embody what people love about Sinatra. He also shows us Sinatra behind the scenes. And he finds great harmony with his supporting cast, including Don Cheadle's Sammy Davis, Jr. and Joe Mantegna's Dean Martin. Not everyone can play someone this legendary so effortlessly, but Liotta pulls it off.

#9: Geoffrey Rush as Peter Sellers

“The Life and Death of Peter Sellers” (2004) Peter Sellers was a comedy genius. But he didn’t have the best handle on his personal life or his relationships. Geoffrey Rush won an Emmy and Golden Globe for this HBO film, which captures Sellers in all of his flawed glory. The film chronicles Sellers unforgettable roles in films like "The Pink Panther," 'Dr. Strangelove," and "Being There" as well as his struggles with alcohol and romantic relationships. Rush’s performance doesn’t shy away from what a difficult but unique individual Sellers was, and how his talents inspired generations of actors and comedians. It’s not always funny, but it is always captivating.

#8: Michelle Williams as Marilyn Monroe

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“My Week with Marilyn” (2011) Marilyn Monroe was another iconic actor whose struggles tended to eclipse her talents in the public eye. In an Oscar-nominated performance, Michelle Williams shows how Monroe drew so many fans through her beauty and bubbly personality. But she also demonstrates the vulnerable side of the actress. Set in London during the making of “The Prince and the Showgirl,” the film, and Williams’ performance, treat Monroe as more than just a pin-up bombshell. Reportedly no other actress was considered for the role besides Williams. Based on the quality of her work in this film, we don’t question this decision.

#7: Faye Dunaway as Joan Crawford

“Mommie Dearest” (1981) While many of the performances on this list are restrained, Faye Dunaway's performance in "Mommie Dearest" is anything but. Based on the memoir by Crawford's adopted daughter, the film portrays the Hollywood icon as unhinged and abusive. Reaction to the performance was quite divisive at the time, and Dunaway cites it as causing her career to lose momentum. But there’s something incredible about how committed Dunaway is to throwing every ounce of energy into creating such a monstrous character. You’ll never watch a Joan Crawford movie the same way again after seeing this performance.

#6: Halle Berry as Dorothy Dandridge

“Introducing Dorothy Dandridge” (1999) Halle Berry won an Emmy for playing Dorothy Dandridge, the first Black woman to be nominated for a Best Actress Oscar. Although Dandridge was a remarkable talent, her experiences with racism in the entertainment industry, as well as mental health challenges and substance abuse disorder, took a tragic toll. Berry showed what an incredible actress she was with this performance, which doesn’t victimize Dandridge but instead demonstrates how someone so gifted could nonetheless end up so mistreated. Dandridge helped open the door for so many great actresses, and Berry’s performance is a wonderful tribute to her greatness.

#5: Martin Landau as Bela Lugosi

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“Ed Wood” (1994) Bela Lugosi created one of the most iconic film characters of all time when he played Count Dracula. But this film, directed by Tim Burton, takes place decades later, when the horror icon’s career had lost its luster. Martin Landau won an Oscar for playing Lugosi, who befriends notoriously untalented director Ed Wood and starts to appear in his infamously incompetent movies. Landau's Lugosi is rough around the edges, but he also has a heart and desire to not be forgotten. Lugosi might’ve played a famous monster, but Landau lets us see the human inside of him.

#4: Jim Carrey as Andy Kaufman

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“Man on the Moon” (1999) Andy Kaufman objected to being called a comedian. And he would probably feel the same way about being called an actor. But if there was anyone who could figure out someone as inscrutable as Kaufman, it’s Jim Carrey. In this biopic, Carrey plays the off-kilter entertainer who never found an audience he couldn't baffle. And if you’re not familiar with Kaufman, this film might still leave you with more questions than answers. Carrey was so committed to playing Kaufman that he stayed in character throughout filming, causing those who knew Kaufman to say it was like he was still there. We always knew Carrey had the potential to be a great actor, and this performance proved it.

#3: Renée Zellweger as Judy Garland

“Judy” (2019) She might’ve starred in “The Wizard of Oz,” but Judy Garland’s personal life wasn’t anywhere near as magical. Renée Zellweger won an Oscar for this film, about Garland towards the end of her life. Living in the U.K. and focusing on her stage career, Garland is besieged by health issues, and we see how much she was exploited by the industry in her youth. Zellweger's performance is absolutely transformative, and she gives Garland her due by showing what an impact she made on so many. The film might not show Garland at her career peak, but it's an all-time great performance from Zellweger.

#2: Robert Downey Jr. as Charlie Chaplin

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“Chaplin” (1992) Before he was Iron Man, Robert Downey Jr. was the Little Tramp. To be more accurate, he was the man behind that famous role and others. Charlie Chaplin was so associated with his on-screen persona, it was easy to forget he was more than a mustache and bowler hat. Downey’s Oscar-nominated performance captures Chaplin’s unique appearance and mannerisms, making us feel as though we’re watching Chaplin come back to life before our very eyes. Charlie Chaplin might’ve been best known for making silent comedies. But the strength of Downey’s performance in this film speaks volumes.

#1: Cate Blanchett as Katharine Hepburn

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“The Aviator” (2004) Playing a four-time Oscar winner is no easy undertaking. But if there’s anyone who can pull it off, it’s Cate Blanchett. Although Blanchett is not the star of Martin Scorsese’s biopic about Howard Hughes, her performance as screen legend Katharine Hepburn is so good that it deserves its own movie. Blanchett manages to conjure Hepburn's screen presence without veering into imitation, and she absolutely nails Hepburn’s Mid-Atlantic accent. No one should’ve been surprised when Blanchett took home the Best Supporting Actress Oscar for this performance. It takes a great actress to play a great actress, after all.

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