And then it sucked.

There’s nothing worse than a movie that shows great promise, then fails to deliver. If it’s just bad, you regret the money and time wasted. If it’s terrible, you wish you could erase the memory from your brain and punish those responsible.

Sadly, a lot of movies fit that description. Here, I modestly suggest, are the nine most disappointing movies of all time:

9. Showgirls. I know you’re thinking, but wait… let’s take a trip back in time.  It’s 1995: Elisabeth Berkley and Gina Gershon are smoking hot young actresses, featured in a movie about strippers, Vegas, and girl-on-girl action.  It had trailers like this. It looked like it would be two hours of Phoebe Cates coming out of the swimming pool. Any straight guy under the age of 40 was at least be curious and intrigued about the film, if not counting the days until its release. What we didn’t know was that it would be a dreary, humorless 128 minutes of boredom.  Worse, it turned out that Berkley, naked or not, seemed awkward, unsexy, and ridiculous in every scene she was in.  Her dance moves sparked unintentional laughter in theaters.  Oh, and just for good measure, the producers of this film threw in a shocking, violent rape scene to somehow turn the would-be 2am Cinemax movie into a grim revenge drama.  Not quite the cheap thrills people were expecting…

8. The Return of the Jedi. In 1983, George Lucas had yet to tarnish his franchise with the “prequel” disasters. The first two films were beloved blockbusters. The Empire Strikes Back, arguably the best and most memorable movie in the original Star Wars trilogy, set up this film to deliver a fantastic close to a three-part epic. Han Solo was frozen. The rebellion was in trouble. Luke was wounded, humbled, and ready to settle the score once and for all with Darth Vader. There was no reason to imagine that Lucas could screw this up. And what did he do? Re-do the “blow up the Death Star” finish from the first movie, put a jabbering fish-creature in charge of the rebel forces, and drop a bunch of animatronic teddy bears in the middle of the film. Somehow, the movie was still vaguely satisfying, but filmgoers would be forever haunted by the silliness of an ewok army and the closing “dance around the campfire” scene.

7. Godzilla (1998). In the summer of 1997, I was at an opening weekend screening of Jurassic Park 2: The Lost World, and before the film, they showed this teaser trailer for a remake of Godzilla by the producers of the smash 1996 hit Independence Day. The crowd went wild. A few people literally jumped out of their seats. It seemed likely that Godzilla was bound to be the biggest hit of the following summer, if not the decade. If only the movie lived up to the teaser! Instead the next summer brought a movie starring — I’m not making this up — Matthew Broderick (Ferris Bueller) and Hank Azaria (Moe from The Simpsons). The movie itself was dull and unoriginal, seemingly constructed out of old scenes from the Alien and Jurassic Park films. Worse, the special effects were unimpressive and murky, with almost the entire film set in the middle of a rainy night, which seemed to suggest the filmmakers hoped we wouldn’t look too closely at the screen. Worst of all, the movie reduced one of the most beloved, classic monster movie icons, Godzilla, to nothing more than a giant crazy dinosaur with no personality. Not only did the producers of Godzilla deliver a dud of a movie, they tarnished the franchise upon which it was based.

6. Godfather: Part III. With the first two Godfather films each winning an Oscar for best picture, and widely viewed as among the ten greatest films of all time, the third chapter in the Godfather series had two tough acts to follow. This 1990 dud has a few memorable moments, but it will mostly be remembered for a) Al Pacino’s wild over-acting, b) the glaring absence of Robert Duvall, and c) the scene-wrecking presence of Sofia Coppola. Pacino spends the whole movie screaming at the top of his lungs (in the sixteen years since Godfather II, he lost any sense of restraint). Sofia Coppola looks awkward and confused every time she is on screen. George Hamilton (?) has a big role in the movie. In short, the film is a mess. I wish it had never been made. Almost as much as the remaining movies on this list…

5. Alien 3. Why must third films in a trilogy be so terrible? Is there some strange, unseen law in the universe that corrupts and infects the third acts in filmmaking? Anyway, Alien and Aliens are both science fiction classics. The first is a quiet, creepy, suspenseful haunted house story set in space. The second is a thrilling, action-oriented adventure that mixes humor and terror brilliantly. The third film wasn’t as thoughtful as the first, or as much fun as the second. It was just noisy, dark, and repetitive. Worse, it’s just utterly forgettable. Newt, that adorable girl from Ripley saved in Aliens? Ooops, she died while they slept. Oh, and there’s an alien loose in a steamy space station… just like the first movie, only with more techno music and loud noises! Director David Fincher would go on to make some great films, but this one was a truly awful and needless piece of filmmaking.

4. Rocky V. Many of us refuse to even acknowledge that this film exists. The original Rocky won Best Picture (deservedly so, I’d argue). The next three were increasingly campy and silly movies, but still entertaining. My best friend and I still quote from Rocky III all the time (“Prediction? Pain!”). At the end of Rocky IV (1985), our hero defeated the towering, murderous, steroids-inflated Ivan Drago, in Moscow, on Christmas Day, for free. So where could they possibly take the series after this? Moviegoers got the answer five years later with Rocky V: Balboa discovers he has brain damage, goes bankrupt, moves back into a rough Philly neighborhood, and starts managing some meathead boxer named “Tommy Gunn,” who eventually betrays him. Rocky ends up beating up Gunn in a street fight outside a bar. The End. If you never saw this fiasco, you might think I just made that up. But I didn’t: they spent months working on scripts for a fifth Rocky movie, and this was the best they could come up with. In a 2008, Sylvester Stallone told BBC interviewer Jonathan Ross that if asked to rate the Rocky V himself, he would give it a zero. Sounds about right to me.

3. Spider-Man 3. Spider-Man and Spider-Man 2 were both fantastic adaptations of a classic comic book, setting new marks for how smart and entertaining superhero movies could be. And then this happened:

2. Star Wars Episode I: The Phantom Menace. Many would put this movie at number one, and deservedly so. It’s hard to describe the intensity of the anticipation for this movie before its release in 1999, and to overstate the crushing disappointment with this film once it hit the screen. It was the prequel to the most iconic and beloved film trilogy of a generation. People camped out for months in front of theaters to have good seats for the premiere. So what went wrong? Let’s see:

• George Lucas was so enamored with new special effects technologies, he insisted on creating a fully digital character for the film: Jar Jar Binks. Goofy, incoherent, and cartoonish, Jar Jar added nothing to the story. Six year olds might have enjoyed the stuttering, stumbling lizard man, but not the rest of us. Each time he shows up on screen, a tiny piece of me dies.
• In the first three Star Wars movies, the idea of “the force” served as a compelling mystical, philosophical element to the story. Luke became powerful because he believed and learned to trust the force. In this movie, we learn that it’s actually just some chemicals (midi-chlorians) in your blood that make you a good Jedi. So the Force is like having anemia or something? Lame.
• Jake Lloyd, the boy chosen to play Anakin Skywalker might have been the worst child actor in the history of film. He almost single-handedly destroyed the movie.
• Natalie Portman was inexplicably coached to speak her lines in a strange accent that seemed to be a mix of 80-year-old Kate Hepburn and an automated customer service telephone robot.
• The script sucked. Lines that Lucas wrote for this film include: “Yippeeeee!” and “‘Now THIS is pod racing!”

Depite all this, if you were to skip every scene in this movie that included Anakin or Jar Jar, there was still some cool action sequences and a thrilling light-saber duel between Obi-Wan and spooky, sinister Darth Maul. Those fleeting moments of coolness spare this film from taking the overall #1 most disappointing movie spot. Which goes to…

1. Matrix: Revolutions. In 1999, The Matrix premiered in the same summer as Episode One, and provided a stark contrast. The Matrix was everything the plodding, tired Star Wars prequel wasn’t: fresh, stylish, innovative, and original. It blended an unlikely mix of science fiction, mind-bending philosophical puzzles, and kung fu fighting into an entertaining surprise hit. Its original style, with 360-degree freeze-frame sequences, comic-book physics, pulsing techno music, and the trench-coat-and-sunglasses look spawned countless imitators. The movie’s impact on pop culture was viral. People quoted the film in classrooms, offices, and bars (and still do): “Take the red pill”… “Free your mind”… “There is no spoon”… “Stop trying to hit me and hit me”…

Underlying all this was an intriguing story: the human race had become enslaved by machines, crammed into pods, where they became little more than bio-electrical “batteries.” The “matrix” provided humans with a simulated reality that replaced their ability to see the real world. Neo (Keanu Reeves) discovers the truth, realizes he has special abilities inside the matrix, and that he may be “The One,” who can free the human race. The sequel, Matrix: Reloaded, while not quite as well-received,still delivered an exciting film that left viewers with an astonishing cliffhanger to ponder until the final act of the trilogy arrived. Web sites like this, this, and this popped with essays, articles, and discussions of the symbolism and philosophical questions raised by the films.

So when Matrix: Revolutions lit up screens in 2003, fans expected answers and a fitting sense of closure to the story. Most than that, the hoped for the same originality that fueled the first two films. Instead the films’ creators, the Wachowski brothers, cranked out a dud that lacked everything that made the first two films memorable. Most of Matrix: Revolutions takes place “outside” the Matrix, in the real world, and machines try to attack the remaining free humans living in in an underground colony called Zion. As a result, it was like countless other movies that pitted robots or aliens against humans: lots of guns, lasers, explosions, and chase scenes. It looked like a bad imitation of a Terminator or Aliens Starship Troopers, or (ouch) Star Wars: Episode One. What a difference four years made… But worst of all, it failed to deliver a satisfying close to the trilogy. The ending is too convoluted and complicated to summarize here, but they key problem: Neo doesn’t free humanity from the Matrix! Most people will continue to live their lives in the “dream world” that Morpheus railed against. Almost as an aside, we learn that humans who “want to be freed” will be allowed to leave. But how the hell will that work, since they don’t know they’re in a fake reality?

The ending is all noise, special effects and flashing lights, but as a work of storytelling, it fails completely. Imagine if the empire remained in power at the end of Star Wars, or if the Kobra Kai bullies beat Daniel at the end of Karate Kid, or if Chief Brody failed to kill the shark at the end of Jaws… Fans of the film who bought into the premise of the original film were robbed. In the end, the audience was supposed to happily accept that most people would remain blindly lost inside the Matrix. Truth and freedom? Just optional. You call that a “revolution”?

The blue pill, it turns out, was just fine after all.

The following, in my humble assessment, are the 11 most overrated films in history. If you love these films, good for you. You probably hate some of the movies I love. Let’s call it even, despite the fact that you’re so wrong not to recognize how weak many of these movies really are.

First, a disclaimer: For the purposes of this article, I’m focusing on films that either won major awards, rank highly in the IMDB Top 250 or AFI’s 100, or have a significant cult or fan following. Godfather 3 or Rocky V, for example, can’t be overrated, but most people already think they sucked. A second disclaimer: this article contains spoilers, so if you haven’t seen any of these movies, stop reading if you don’t want to read how some of them end. Finally, just because I call a movie “overrated” doesn’t mean it’s not a good, even a great, film. It just means that some of these films have gotten more of their share of acclaim than they deserve.

That said, some of these movies also flat out suck. Onto the list:

11. Fletch. A lot of people, myself included, still quote this movie often (“It’s all ball bearings nowadays!”) This 1985 Chevy Chase Comedy has a handful of memorable lines and funny moments. Fletch’s dream of playing for the Lakers, with a big bushy, white-man afro, and being interviewed by announcer Chick Hearn was endlessly amusing to me as a kid. But in between those memorable lines and short bits of goofiness, there’s not much of a movie here. The film’s producers clearly wanted to showcase Chase’s comedic silliness, but felt compelled to wrap it up in a conventional smart-but-unconventional-cop-gets-results storyline. For every one of Fletch’s great lines, there are three or four attempts that just don’t work. The guy is just a snarky wise-ass, in an early-’80s, Jack Tripper kind of way. Some comedies from the 80s hold up well, and they remain clever, entertaining, and funny. Fletch isn’t one of them — it’s half a dozen good lines, stretched out over 90 minutes of tedious, B-movie junk.

10. Crash. When I walked out of the theater having seen Crash, I thought maybe the movie was supposed to be some sort of parable. It was heavy-handed, unrealistic, and people didn’t talk like real human beings. We weren’t supposed to take this film seriously, were we? Still, it was trying to say something about race and culture and how we’re different, but separate, but connected, yet disconnected… and so on. I at least give the filmmakers credit for trying to look at some serious issues. But the movie oozed a sense of importance that it didn’t deliver. Some of the dialogue was unintentionally funny. The plot twists were manipulative and cheap. I was actually surprised that such a mediocre firm was nominated for a Best Picture Oscar. I was stunned when it won, convinced it had to be the beneficiary of some odd vote-splitting list of nominees. Not only was it nowhere near the best film of 2005, let alone among the best movies in recent years. If you look at the nominees for Best Picture since 2000, I’m don’t think there’s a worse movie than Crash… maybe Gosford Park, but that’s only because Crash had Thandie Newton in it, and Gosford Park didn’t.

9. The Shawshank Redemption. Shawshank is on TNT approximately five million times a year. It is the second-highest rated film on IMDB, and it was nominated for seven Oscars. It is a movie that can make grown men cry. Morgan Freeman and Tim Robbins deliver great performances. Thomas Newman’s original score is beautiful. It’s an engaging film about perseverance, friendship, will power, and hope.

But then again, does it really belong in the same company as Godfather, Godfather II, Schindler’s List, and other consensus top-ten films? Is it really one of the ten best films of all time? First off, the villain of the film, Warden Norton, is an incredibly cartoonish, two dimensional bad guy. He and Cal from Titanic could have a “pure-evil-for-the-sake-of-being-pure-evil” standoff. Aside from greed, we have no idea what made him who he was. The Warden is pure evil, and is willing to kill the prisoner who can help prove Andy’s innocence in cold blood. And yet, even though Andy is the one man who could expose him and all his criminal dealings, he doesn’t do the simplest thing and just kill Andy. Why not? Because Andy has to wind up hugging Red on the beach years later.

Secondly, think about the scene where Andy locks himself in a room and plays classical music over the loudspeakers to the rest of the prisoners, who stop in the courtyard and stare up in awe and wonder. Are you kidding me? The scene tries to be a powerful, emotional peak in the film, but it comes off as laughably implausible, even in the 1950′s.

Finally, the movie makes it a little too easy on the audience by giving it all the answers. Is Andy guilty? Does he really escape? Will he and Red ever meet up again? Nothing is left for the audience to wonder about, no ambiguity — everything is spoon-fed to the audience in tasty, happy-ending bites, right up to the final “hug on the beach” scene. Wait… this movie ends with happy people hugging on a beach? Yes it does.

8. Chicago. This won Best Picture? Seriously? It must be a musical thing. I don’t get it. How did this movie get an Oscar, but Saving Private Ryan and Letters from Iwo Jima didn’t? I take back what I said about Crash. Compared to Chicago, Crash is Citizen Fucking Kane.

7. Casablanca. Old Hollywood doesn’t get a free pass on this list. And perhaps the most overrated of the classic Hollywood films is Casablanca. AFI calls it the 3rd best film of all time. The IMDB 250 ranks it #8. Almost any list of the top ten films in history includes this Oscar-winning film. When people think of this movie, then tend to think of the famous lines: “Here’s looking at you, kid”… “Play it again, Sam”… “I’m shocked, shocked“… “We’ll always have Paris”… People also remember the look of the film: the glorious, rich black and white, with Humphrey Bogart smoking in the darkness. All of those things make this film a classic, but beyond that, the movie doesn’t quite live up its status as the best of the best. Does it really hold up after almost 70 years later as the highest achievement in filmmaking? I’d have to say no. Ultimately, I think nostalgia makes people give this movie more acclaim and praise than it deserves.

The acting, as was often the case in the 1940′s, is a bit campy and shallow. Bogart’s character is witty, sharp, and cynical, but he doesn’t seem particularly real. There’s a stage-play “acting” style to all the performances. Bogart’s role as Rick is far from his best work. He delivers dozens of quips, but they don’t seem like something a real person would actually say. The characters, aside from Rick and Ilsa, are mostly caricatures. Sam is a piano-playing black sidekick with no other human qualities, despite being one of Rick’s oldest friends. The Nazis in Raiders of the Lost Ark were more complex. The cynical Captain Renault is little more than a memorable bit of comic relief. And while I understand that some of this acting style was common at the time, but even for that era, the acting in Casablanca feels a bit thin. It’s a great story, but it often has the feel of a larger-than-life Broadway play more than a work of cinema. I respect this film, but if audiences watched it for the first time today, few would think the movie belongs in the top ten, even in the top twenty of all-time films. Just because a film is memorable, that doesn’t mean it is great.

6. Field of Dreams. I’ve seen people describe this as the “best baseball movie of all time.” Nonsense. It’s not even the best Kevin Costner baseball movie. It spends entirely too much time prattling on about the “poetry” of baseball and elevating the sport to some kind of mystical, magical form of art. This movie wants desperately to be the ultimate love-of-the-game baseball movie. Baseball is so incredible and magical, it will bring your dead father back to you! So I’m going to call the film’s sugary sentimentalism about baseball strike one. Strike two? This film pumped up Kevin Costner’s ego to dangerous levels and led to the American tragedy known as Waterworld. Finally, it’s obvious to me that this sentimental ode to “America’s pastime” helped inspire the intolerable Ken Burns’ 19-hour Baseball documentary series, which brought over-wrought baseball metaphors and poetry to a new height. That’s strike three. Next!

5. 2001: A Space Odyssey. AFI calls this movie the 15th best film ever made. Science Fiction fans often still speak of this 1968 movie with hushed reverence. The movie was a pioneering film in terms of visual effects that would evolve in the ’70s to make movies like Star Wars and Close Encounters possible. But it lacked the storytelling that made those later films great. In short, 2001 is a three-hour bore. With long, slow shots that go on pointlessly for minutes at a time, a meandering, confusing plot, and the lack of a single interesting human character, this film is a painful cinematic experience. Director Stanley Kubrick seemed more interested in showing what the future might look like in 2001 than in telling a good story. When the two most memorable characters from your movie are a monkey-man who finds a bone and a talking computer, it’s possible that your three-hour science fiction epic needed a lot of help.

4. Gladiator. I like this movie. It’s my favorite DVD for testing out and showing off how cool surround sound can be. It’s an entertaining action movie with a spectacular recreation of ancient Rome. Russell Crowe is memorable as Maximus. But seriously… how the hell did this win Best Picture? For all its entertainment value, it’s a bit like a comic book. The villain, Commodus, is a one-dimensional cartoon. What’s worse, in his famous exchange with Maximus in the middle of the Roman Coliseum (“I will have my vengeance…”), the two speak to each other in normal speaking voices, and yet half the crowd can hear the conversation, including Commodus’ sister, who is about 100 yards away. The movie also has the token black sidekick to the hero, the child actor who really needs a haircut, and a bunch of undeveloped characters that the audience is given little reason to care about. All that said, Gladiator was a fun, summertime, popcorn-crunching movie. I just have no idea how it was deemed the best film in the same year that Memento, Crouching Tiger, Hidden Dragon, and Traffic were released.

3. The Matrix. Matrix was a pretty good film, mixing an intriguing storyline, innovative special effects, and some memorable quotes. Countless movies have tried to imitate its funky style and cool action sequences. It sparked a lot of interesting philosophical conversations about fate, the nature of reality, and choice. It spawned more fan sites, videogames, and pop culture references than almost any film since. Not bad for a sci-fi action summer movie. But for a lot of people, especially younger filmgoers, this movie is their Star Wars. And while I like Matrix, it is a movie with a lot of glaring flaws.

First off, there’s Keanu Reeves, who has the emotional range of a cucumber and brings little to the movie other than a very appropriate look of befuddlement for most of the film. Whoa!

Second, if you think too much about it, the core premise of the movie doesn’t make much sense. If the “machines” are using humans for energy, who bother giving them an imaginary universe in which to live? Why not just treat them like some biological fuel source and let them all rot in a coma-like state, thinking about nothing at all? Wouldn’t that still provide them with the energy they are harvesting? Better yet, couldn’t they just harvest the energy from cows or other big mammals that aren’t so high maintenance?

Third, there’s the ending of this movie, in which Neo is dead until Trinity tells him she loves him, and that makes everything better. Hurray for love! Seriously — the writers seems to have gotten stuck trying to figure out how to revive Neo, and finally gave up. “Screw it,” they must have said, “let’s just say Trinity brings him back with a magic kiss! Genius!”

And finally, Matrix is a bit tainted by the less impressive and more confusing sequel Matrix: Reloaded and the terrible, I-wish-I’d-never-seen-it conclusion to the trilogy, Matrix: Revolutions. The final film was a wholly unsatisfying end to the series and the worst of the trilogy, leaving unresolved a lot of the biggest and most interesting questions raised in the original film. Once you see Revolutions and know that Neo isn’t going to really free his people from the Matrix after all, that Morpheus’ biggest hopes will never be fulfilled, the first movie looks a lot more like a big tease for a payoff that will never come.

2. Dirty Dancing. Since I don’t know many men who like this movie, this one’s for the women of the world to explain. This movie is always on cable. It seemingly has some new commemorative DVD every year. Almost every woman I know adores this film and has probably seen it dozens of times.

I honestly don’t know why this corny ’80s dance movie isn’t largely forgotten along with Grease 2. I just don’t get the appeal of this film on any level. I must be in the minority, but even at the time the movie was released, I thought the music sucked. Moreover, the star of the film is Patrick Swayze. That by itself should have killed this film.

The worst part of it all is the final scene, an excruciating dance sequence where an army of cheesy people dance off the stage and down the aisle of the theater to that unbearable “The Time of my Life” song. One writer described the final dance sequence in this film as “the most goosebump-inducing dance scene in movie history.” I’m not sure how many dance sequences induce goosebumps, but the only thing this one should have induced is laughter.

1. Scarface. This movie is #1 and it’s not even close. Not only is this easily the most overrated film of all time, it’s not even a good movie. It’s badly-acted, badly-written, violent crap. Aside from one early part of the film — the “‘chainsaw” sequence, which is extremely suspenseful and masterfully directed — Scarface is a terrible movie.

There is not a single character in this movie you can really care about. Al Pacino’s performance mostly consists of using a terrible, fake Cuban accent and shouting “fuck” every other word. This movie marks Pacino’s first real foray into loud over-acting. And while Pacino’s performances in the Godfather films, Serpico, and Glengarry Glen Ross are rich and complex, in this film, he deliver little more than a loud, two-hour Cuban caricature.

We also never learn why his wife, Elvira (Michelle Pfeiffer) ever warms up to him. Like many of the characters in the movie, there’s no depth or complexity to her. She’s just another plot device to give Tony Montana reasons to scream and freak out.

Whenever Tony gets really angry, there’s a bizarre sound effect and a close up of his eyes that’s incredibly silly. It’s like something out of a bad kung fu movie.

The music in this movie is horribly dated —a terrible synthesizer-heavy sound that lived and died in the 1980s.

The movie is vulgar, violent, and bloody and almost all of it is gratuitous. Yes, it’s a gangster movie, so it’s going to have lots of violence, but great films about criminals or mob life find ways to make the audience identify with or care about the main characters.

Scarface is a shallow, ugly movie with few redeeming qualities. It doesn’t deserve a fraction of the attention and praise it has received over the years. It would be better if no one remembered it at all. And for that, it’s easily the most overrated movie of all time.