We’ve all been there. One moment we’re doing something completely ordinary and mundane and suddenly we find ourselves on the precipice of something altogether strange. The details are almost cliches: a sudden precipitous cliff, a surprise test, teeth falling out, the realization that we are in public and naked, our sudden and inexplicable ability to fly. The one common thing binding these random events together is that they are things that make perfect sense while they are happening; it is only upon waking that we realize that we were in fact dreaming.

More than any other art-form, cinema seems to be the best at replicating the mad surrealism of our dreams. Part of that has to do with cinema’s ability to create an all-encompassing mise-en scene, allowing us to be immersed in worlds both familiar and strange. The other reason is that a movie can command your full attention, placing you strictly at the mercy of a movie’s creator as you go on whatever ride they want to take you on. And when a director chooses to throw you into the deep end, a fantastic opportunity occurs where we get to free ourselves from the bounds of reality.

While most movies are best seen when we are alert enough to give them our full attention, the weird and wonderful movies on this list share a similar distinction; they are all movies I encountered late at night as I slowly-but-surely found myself in that weird place between wakefulness and dreams, leaving me incredibly susceptible to these movies’ bending of reality. I highly recommend you encounter them at least once in a similar state.

As usual I have imposed a one movie per director rule for this list, and in this case it really has done a number on knocking out some undisputed classics from the list. For instance, you could (and probably should) place David Lynch’s entire filmography on this list. As a result Eraserhead, which would undoubtedly be in the Top 5 without my stupid arbitrary rule, is off this list. And because a director who finds their sweet spot making a surrealistic fever dream movie often tends to make more movies in the same vein, this will occur multiple times. So I will try and at least note the other great movies in the director’s filmography that would fit in this category when I come to them.

Also note that for some reason I have never gotten around to seeing any movie by Alejandro Jorodowsky which is criminal on my part, so it is safe to say that his absence is a glaring omission. As with any of my lists, this is just a reflection of what I think are the best “fever dream” movies out of all the movies I’ve seen. There are bound to be other movies I’ve missed and I look forward to hearing what they are so that I can check them out the next time a bout of insomnia afflicts me. And with that we dive in:

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25. HAUSU (1977) dir. Nobuhiko Obayashi

Nobuhiko Obayashi literally developed his concept for this insane horror movie by listening to his pre-teen daughter’s ideas because “children can come up with things that cannot be explained.” And indeed, much of Hausu is inexplicable. Ostensibly it is a story about seven schoolgirls visiting an old country home where they encounter supernatural forces, but that description vastly undersells the movie’s strangeness. Believe me when I say that nothing will prepare you for Hausu but it will easily be one of the most unique viewing experiences of your life.

24. NOSFERATU THE VAMPYRE (1979) dir. Werner Herzog

Certainly, F. W. Murnau’s 1922 silent film Nosferatu, is a strong contender for this list, with Max Schreck’s haunting presence as the vampire still able to rustle up genuine chills nearly 100 years later. But Werner Herzog’s remake earns the nod here because for two reasons. First, the longer length allows us to linger with Nosferatu’s strangeness as Klaus Kinski proves to be a capably creepy vampire. But the second reason is that for some reason, shooting this movie in color adds to the story’s strangeness, as the muted colors and baroque aesthetic places the movie firmly in the uncanny valley.

See also: Aguirre, The Wrath of God; Fitzcarraldo

23. YELLOW SUBMARINE (1968) dir. George Dunning

Unsurprisingly the latter-half of the Beatles catalogue, characterized by their openly and successfully dabbling in experimental music, proved to be fertile ground for the psychedelic journey in Yellow Submarine, the animated movie inspired by their tenth studio album. The story about the undersea kingdom of Pepperland, protected by the Sgt. Pepper’s Lonely Hearts Club Band, coming under attack by Blue Meanies makes about as much sense as the Beatles’ “Octupus’s Garden” but that matters little when the visual landscape is as imaginative as this while the music itself makes this an effortless joy to watch.

22. THE BLACK SWAN (2010) dir. Darren Aronofsky

In many ways The Black Swan is merely a modern riff on The Red Shoes, a superior movie in almost every way. Yet is undeniable that one thing The Black Swan does perfectly is illustrate the obsessive madness that comes with the pursuit of perfection. The movie follows Nina (a never-better Natalie Portman) as she seeks to move up in her New York Ballet company by overcoming not only the very real threat of her sexist and sexually-aggressive director but the internal feelings of inadequacy as her perfect dancing makes her seemingly too emotionless to be considered for the lead role in Swan Lake. Her sacrifice of her body and her sanity in order to achieve her goal is as terrifying as it is triumphant.

See also: Pi, The Fountain

21. THE CABINET OF DR. CALIGARI (1920) dir. Robert Weine

Yes, this is a movie that was at the heart of a Portlandia sketch about pretentious art movies and the people who watch them. Yet it is undeniable that The Cabinet of Dr. Caligari‘s status as a great work of art is well earned. It is a horror movie that gets to the heart of terror by almost exclusively placing us in the gray zone between reality and fantasy; its expressionistic imagery frequently delving into alien territory and the movie’s silence contributing to its otherworldliness. Many, many movies have borrowed Dr. Caligari’s groundbreaking visual palate and have run with it (you can draw a straight line between this movie and most of Tim Burton’s oeuvre) but almost a hundred years later it still retains its strange power.

20. FANTASTIC PLANET (1973) dir. Rene Laloux

Based on the designs of Roland Topor – one of the prime players in the surrealist movement in the 1960s – it is no surprise that Fantastic Planet is strange in a way that hasn’t diminished in the intervening decades. With most older iconic animated movies it is easy to see the ways that they have been used as inspiration for later works of animation. But Fantastic Planet is the rarity where its style is so unique that it bears no resemblance either to animation before or after; it seems intent on alienating the viewer in order to bring Topor’s unique vision to life, and there is something exhilarating about that.

19. UNDER THE SKIN (2013) dir. Jonathan Glazer

Under the Skin‘s power is in how it seems like a very banal movie until it doesn’t. Set in Glasglow, it follows a nameless woman (Scarlett Johansson) as she drives a van around town picking up men seemingly with the lure of sex. Once she manages to draw one to her home however things because very ominous and strange as it quickly becomes apparent that she is a predatory extraterrestrial. Featuring an ominous score by Mica Levi, a phenomenal performance by Johansson, and with the austere beauty of Scotland as the movie’s backdrop, it is a haunting and disorienting experience.

18. HEART OF A DOG (2015) dir. Laurie Anderson

Heart of a Dog is less of a movie and more of a rambling stream-of-consciousness meditation about loss brought visually to life. Laurie Anderson uses the format to ruminate about two personal losses in her life, with the first being her dog Lolabelle and the second her husband Lou Reed. At times the documentary is a straightforward retrospective, highlighting the lives of her deceased family members but then it quickly jumps into more metaphorical and lyrical segments, in many ways retaining the attention span of her canine companion. And the pairing of a moody score with Anderson’s calm voice combine to make this perhaps the most pensive head trip on this list. (Note: This movie works especially well when viewed alone and through some noise-cancelling headphones).

17. THE LOBSTER (2015) dir. Yorgos Lanthimos

Yorgos Lanthimos has made a career out of forcing us to sit with the awkward nature of human interactions, often pushing our cringing discomfort to its absolute limit. The power of Lanthimos’ English-debut The Lobster is in imagining a dystopian future that pushes the passive-aggressiveness as the primary mode of human interaction in society. Colin Farrell plays a recently divorced man who is forced to become a resident of a hotel where he must find love in 45 days or be turned into an animal of his choosing; the animal presumably being more useful to this society than an unattached person. And yet somehow, the movie still manages to get weirder than that premise, even if it never stops making you cringe along the way.

16. PAPRIKA (2006) dir. Satoshi Kon

As quickly as a new experimental dream therapy called the “DC Mini” is created in the near future, it is exploited as a nefarious power hacks into the minds of the research team  often to fatal effect. It falls to an unconventional team of programmers, detectives, and psychiatrists to try and catch the killer; that is about as conventional as the movie gets. Slowly but surely the line between dreams and reality literally blurs, leading to a cacophonous and exhilarating clash of images and emotions that literally marches to the beat of its own drum. It is Satoshi Kon’s masterpiece in a career defined by mind-bending works; the only sadness in watching Paprika is knowing this was his final work in his all-too-short life.

See also: Perfect Blue, Millennium Actress, Paranoia Agent

15. THE LIGHTHOUSE (2019) dir. Robert Eggers

With all the fury and joviality of a sea shanty, Robert Eggers The Lighthouse literally assaults the viewer in a disorienting and claustrophobic tale about two men stuck alone at the edge of the world with nothing but the grating pleasure of each other’s company. The presence of a myriad of micro-annoyances on their isolated island is enough to send the junior member of the two (Robert Pattinson) to the edge of his sanity which is scant comfort when it seems that his superior (Willem Dafoe) has long embraced the madness of the ocean. The Lighthouse is explosive, visceral, and darkly humorous, making insanity seem like an exhilarating ride.

14. THE ACT OF KILLING (2012) dirs. Joshua Oppenheimer and Christine Cynn

A movie where the surreal meets the horrifyingly macabre. This documentary approaches mass killings of Indonesia in the 1960s by inviting the perpetrators to reenact the killings themselves under the guise of making a feature film. While the movie starts of in typical documentary style, the dramatized scenes slowly start to take over as the veneer of filmmaking allows the participants to be surprisingly candid and braggadocios about their war crimes. And somehow that description fails to do justice to how truly disturbing and powerful that is to see.

13. AFTER HOURS (1985) dir. Martin Scorsese

Paul (Griffin Dunne), a lonely word-processing worker finds himself striking up a conversation with a woman who invites him to come up to her apartment in Soho. This seemingly simple request that ends up thrusting Paul all over the streets of Manhattan in a Kafkaesque adventure. Scorsese perfectly captures the eerie and liberating feeling of walking around in public when all the world is asleep and in your half-awake state the rules of dream logic suddenly seem to apply to the real world as well. Scorsese rarely works at an absurdist level, the often overlooked After Hours reminds us that perhaps he should do that more often.

See also: Shutter Island (barely missing out thanks to my one-movie-per-director rule).

12. SUSPIRIA (1977) dir. Dario Argento

Between the movie’s garishly opulent technicolor and otherworldly soundtrack Suspiria sets itself from the beginning as a horror movie that seeks to terrify you by destabilizing your reality. Unfolding like a modern fairy-tale, Suspiria is a movie that gets under your skin not just because of its horrific sequences, but because everything seems detached from reality; our minds instinctively know that every frame of the movie depicts something uncannily wrong even if we cannot figure out why. To watch Suspiria is to allow yourself to be knocked off-balance and left bewildered; it is to become detached from reality with nary a promise that you’ll eventually become tethered to certainty again.

(p.s. In it’s own unique way, the 2018 Suspiria remake equally achieves an unsettled detachment from reality)

11. BARTON FINK (1991) dirs. Joel and Ethan Coen

Along with The Shining, Barton Fink stands as the premiere example of the specific terror that is writer’s block. When self-proclaimed “important” writer Barton Fink (John Turturro), who wants to craft a theatre for “the common man”, is summoned to Los Angeles to make a quick cash-grab movie, he quickly finds out he has scarcely the ability to put his money where his mouth is and that “the common man” has little interest in the kind of art he wants to create. Inevitably he then finds himself literally trapped in the plot of the same kind of B-movie he so openly derided, as his frustrations and inadequacies slowly drive him insane and the movie itself off-the-rails.

10. METROPOLIS (1927) dir. Fritz Lang

The ground-zero for every movie’s futuristic dystopias, Fritz Lang’s masterpiece is even today a showcase for imaginative world-building while its vision of a stratified society where only the rich and poor exist in separate realms becomes increasingly prescient with each passing year. The passage of time has also done a strange thing for this movie as at the time of its release the special effects and massive sets were seen as a landmark achievement for bringing a realistic epic scale to the movies. But now, those same sets and effects take on a surreal quality, harkening to an imagined fantastical future world that never will be that nonetheless accurately depicts how we will treat each other a century later.

9. THE EXTERMINATING ANGEL dir. Luis Bunuel

As one who always intends to leave social engagements early but somehow inevitably being one of the last guests standing, there is a perverse pleasure in watching The Exterminating Angel where a group of bourgeoise dinner guests find themselves inexplicably unable to leave the party and are forced to share one another’s company until all forms of civility and niceness have gone. At one level it can be read as an indictment of the Spanish Civil War, where the ruling class squashes the workers only to find themselves caught in their own trappings, but it is also just a fantastic allegory of the horror of being forced to live with yourself and the life you have built.

8. MY WINNIPEG (2007) dir. Guy Maddin

We now know that most of our memories are false, with each retelling in some ways smoothing out the edges so we can create a cohesive narrative of our own identities. It is when we keep that in mind that Guy Maddin’s ode to the Winnipeg of his yesteryears becomes such an entertaining trip as he traipses through his memories that may be every bit as mystical as it is historical record. His dulcet tones and the black-and-white cinematography lend the movie its hypnotic quality, evoking the frigid cold of Winnipeg winter so effectively that you will be compelled to bundle up even on the warmest night of the year (speaking from experience).

7. FANTASIA (1940) dirs. Samuel Armstrong, James Algar et. al.

This ambitious and highly experimental anthology art-film, where various animated segments are paired with classical music, was meant to be a movie that was constantly updated with presumably a plethora of animation directors getting their chance to flex their artistic wings and push the boundaries of animation. Unfortunately, it proved to be a financial failure so costly that it almost sunk the Walt Disney Company thus killing any potential that Walt Disney would ever even consider updating the movie. But such is the exceptional work throughout the movie, with segments ranging from the humorous to the surreal to the frightful, that it represents one of the biggest “what ifs” in cinema history: where might animation, and the Walt Disney Company, be if the public had originally fallen head-over-heels in love with this masterpiece the way Walt hoped they would?

6. BEING JOHN MALKOVICH (1999) dir. Spike Jonze

The premise alone is enough to have this movie on the list: Craig (John Cusack), working as a dissatisfied clerk on the seventh-and-a-half floor of an office building, stumbles upon a hidden portal behind a file cabinet that lets him enter the mind of the real-life John Malkovich for fifteen minutes. That this is not the end of the movie weirdness, but merely the jumping-off point into a truly absurdist tale that makes the movie’s original premise seem completely logical by comparison is precisely why it ends up this high on the list.

(See also: Adaptation)

5. SYNECDOCHE, NEW YORK (2008) dir. Charlie Kaufman

When my sibling and I were growing up, part of our greatest joy was the ability to manufacture worlds that seemed to go on to infinity, turning our play rooms into universes big enough to fit our imaginations. Synecdoche, New York is basically that sentiment brought to life as the megalomaniac theater director Caden Cotard (Philip Seymour Hoffman) seeks to make a life-sized New York set for his magnum opus play. As an increasingly growing cast and crew work tirelessly to bring his vision to life, the movie quickly departs reality into the realm of magic realism as Cotard’s ostentatious vision becomes tantalizingly close to being achieved.

4. ETERNAL SUNSHINE OF THE SPOTLESS MIND (2004) dir. Michel Gondry

And with this movie we complete the trifecta of writer Charlie Kaufman’s movies, cementing him as one of the greatest screenwriters of this century. Where Being John Malkovich and Synecdoche, New York were largely cerebral movies, Eternal Sunshine is a devastating emotional tale reminding us of the blessing and curse that is our ability to remember. Buoyed by phenomenal performances by Jim Carrey and Kate Winslet as two halfs of a broken-up couple wanting to forget the pain of losing one another only to realize that forgetting comes at a terrible cost.

(See also: The Science of Sleep)

3. BRAZIL (1985) dir. Terry Gillam

The final three directors represented on this list have this one thing in common: their filmographies almost exclusively consist of “fever dream” movies (with one or two exceptions). Of all the many weird and wonderful worlds Terry Gillam has created, Brazil seems to be his most unhinged. Partly a futuristic dystopian fantasy and partly a mundane red-taped nightmare, it is a tale of the dehumanizing evil at the heart of totalitarianism and bureaucracy that is every bit as magical as it is sobering.

See also: Time Bandits, The Adventures of Baron Munchausen, 12 Monkeys.

2. 2001: A SPACE ODYSSEY (1968) dir. Stanley Kubrick

A strong caveat here: for the longest time I considered 2001 a cerebral movie because I had only ever encountered it on small TVs in the comfort of my home. But seeing it finally on the big screen during its 2018 re-release run made me realize that 2001‘s power is its ability to absolutely overwhelm you. The “star gate” sequence alone is an exercise in visceral terror as your entire field of vision is occupied with its alien and hallucinogenic imagery. Your enjoyment of 2001 will be diminished the more you try and make rational sense of what Kubrick is trying to convey; it is a movie that demands you surrender your cerebral instincts and simply go with Kubrick’s supremely controlled flow. And if it ever gets released in theaters again, do yourself a favor and immediately book your ticket.

See also: Dr. Strangelove, A Clockwork Orange, The Shining, Eyes Wide Shut

1. MULHOLLAND DRIVE (2001) dir. David Lynch

Unlike all the other directors on this list, David Lynch has the honor of having the adjectival usage of his name (“Lynchian”) to specifically denote a film that combines the mundane and the macabre for sinister effect – as close a definition to what a “fever dream” movie is as you are going to get. And while almost any of his movies (sans The Straight Story) are strong contenders along with everything he has done on his television series Twin Peaks, it is Mulholland Drive that truly is not only the apex his work but the quintessential example of what it means to be Lynchian. What sets Mulholland Drive apart is that it is a movie that by all accounts starts off like a normal neo-noir as an amnesiac and terrified woman (Laura Elena Harring) stumbles into the apartment of Betty (Naomi Watts), an aspiring actress who takes it upon herself to get to the bottom of her new houseguest’s mystery. So engrossed are we with the mystery that when things take a turn for the bizarre it takes us by surprise; we find ourselves at what point we stumbled through the looking glass.

See also: Eraserhead, Blue Velvet, Inland Empire, Lost Highway, anything Twin Peaks-related. If not for my stupid one-movie-per-director rule, all these movies would probably end up on this list.