And here I must clarify- I’m not talking about movies about stoners or hippies or drug culture (although a few of them make this list). I’m talking about movies that definitely transport the viewer into a deeper, possibly psychedelic but definitely altered state of mind. You could think of them as movies to watch while you’re already in an altered state, but some of them are disturbing enough without help. Perhaps the best way to put it would be: Movies that transcend the here and now and inspire a shifted perspective or at the very least leave you with a “what just happened?” kind of feeling.

1- Institute Benjamenta (1995)
Directed by The Brothers Quay The first full-length live-action feature from the famed twins so well known for their gorgeous dream-like stop-motion animated short films. A new student enrolls in a school for servants. A student that might change things forever. This is not a film to watch late at night or if you’re tired. It’s incredible in every possible way- engrossing, fascinating and stunningly beautiful- but it is slow and quiet and so dreamy that you (as I did) might find yourself thinking you are asleep just to suddenly realize you actually are. This is a truly unique and breath-taking vision, but brew a fresh pot of coffee before you start it.

2- Faust (1994) (“Lekce Faust” original Czech title)
Directed by Jan Svankmajer Part live action, part animation, part puppet theater, all surreal, all pure genius. This one is high up on my all-time list as well. Svankmajer hands us the classic tragedy of a man selling his soul to the devil wrapped in a mantle of symbolic surrealism, wicked humor and a healthy dose of satire. Filled with esoteric characters, train-of-thought plotline and wonderfully disturbing visuals- this is a ride I never turn down.

3- Fantastic Planet (1973) (“La Planète sauvage” original French title)
Directed by Rene Laloux A surreal animated masterpiece. We visit a world where humans are mere rodents compared to the giant inhabitants that think of them as toys or pests. Our heroes fight to survive using stolen knowledge in a world of strange malicious creatures and even stranger beauty. There has never been and most likely never will be another film anything like this one, but we can keep hoping.

4- Delicatessen (1991)
Directed by Marc Caro and Jean-Pierre Jeunet An apartment building in a vaguely post-apocalyptic wasteland houses an assortment of colorful eccentrics and one grizzly secret. Caro and Jeunet are masters of texture in every sense- visuals, characters, plot, dialog and even sound. Delightful and delicious from start to finish. I could watch this movie for weeks and never stop smiling.

5- El Topo (1970)
Directed by Alejandro Jodorowsky A gunman and his son on a quest in the Mexican desert turns into anything but a simple western. Brutal and enigmatic. This is an epic tale that goes from pathos through mysticism to salvation in a bitingly satirical world of mindless passion and consuming apathy. It asks big questions and gives no answers, and the journey is pure magic. Incidentally, this was one of John Lennon’s favorite movies.

6- Mulholland Dr. (2001)
Directed by David Lynch It’s a good thing I like movies that let you take out of it what you will because this jewel is filled with Lynch’s trademark unanswered questions and seemingly unrelated confusion. As with most of his films you’re never quite sure why it works- but it does. I love unsolved mysteries and this is the proverbial riddle wrapped in an enigma. Naomi Watts demonstrates the true depth of her acting ability. Don’t worry so much about getting it- just enjoy the ride.

7- Tideland (2005)
Directed by Terry Gilliam Most of you aren’t ready for this film. I wasn’t. It’s perhaps the most disturbing film I’ve ever seen. But it’s not so much the situations that disturb you. It’s that you can never quite reconcile your own revulsion with the child who just doesn’t see it and wants to play. It speaks so strongly to that child within all of us even while our adult minds scream out in disgust. This is the real genius of Terry Gilliam and writer Mitch Cullin. It’s a beautiful, uplifting tale in its own way, but be warned. The rating for this one says it all: “Rated R for bizarre and disturbing content, including drug use, sexuality, and gruesome situations – all involving a child.”

8- The Cook, The Theif, His Wife and Her Lover (1989)
Directed by Peter Greenaway A viscous tale of adultery and oppression, jealousy and revenge. A dirge for smoldering yearning passion. Greenaway’s imagery and filmmaking are second to none and the incredible performances from Michael Gambon and Helen Mirren make this a truly unforgettable film. This is a meaty dark fairy tale for adults dripping in sweet rich sauce that just might have been sitting a little too long.

9- All of the Brothers Quay short films
Directed by The Brothers Quay Yes, I know, these aren’t movies, but they deserve a spot here all the same. Timothy and Stephen Quay are the undisputed masters of the art of stop-motion animation and even without their formidable skills they would still be film-makers of uncanny grace and depth. Their films come from that quiet place in the back of your head that can only be seen at 4am through the window of a dream and I could never thank them enough for sharing them with the world.

10- The Wall (1982)
Directed by Alan Parker I wasn’t sure if I should include this one. But even being a rock-opera it’s still one of the most powerful films I’ve ever seen. Of course, it helps that I’m a huge Pink Floyd fan, but what really makes this film is the raw emotion of Bob Geldof’s unbelievable performance and the rare combination of live-action and traditional animation that actually works without being hokey. Many have credited this film as the father of the music video but there have been thousands of music videos since this film that never came close to its power and beauty. Sure- it’s dark, cold, depressing, angry and insane but it’s a masterpiece.

11- Eraserhead (1977)
Directed by David Lynch Here is yet another one of the most disturbing films ever created. An inept and unwilling character becomes trapped as the father of an inhuman creature. The true culmination of David Lynch’s short film vision. More than little hard to watch. It will definitely haunt you, but it’s well worth the experience and a brilliant demonstration of his ability to transport the viewer into his sick little world. This one might scar you but it’s a scar you’ll be proud to have.

12- Zardoz (1974)
Directed by John Boorman This has always been one of my favorites. I first encountered it on acid at a party and watched it at least three times that night. I had no idea what it was about or what was going on, but I never wanted it to stop. Later, when I watched it with a slightly clearer head, I found I liked it even more. Post apocalyptic but with that cerebral feel that only the early 70s could deliver. It might seem corny and campy on the surface especially to modern eyes, but if you give yourself to it, it will open doors to places you never thought you’d go. Sean Connery is incredible as the seemingly brute warrior unaware of his true purpose in a world where a few elite humans have attained immortality and enslaved the rest of the world for their own ends. The storytelling is compelling and engaging in a way that both demands and awards your attention. The profound social commentary exemplifies what science fiction can achieve when thought is made more important than flashy action and unnecessary spectacle. That being said, this is one film I would love to see remade with modern effects as long as the feel remains consistent.

13- Brazil (1985)
Directed by Terry Gilliam Few films can hope to achieve the cult status of Terry Gilliam’s masterpiece. This is the first time we really get to see the true scope of his incredible vision. His art and sensibility come shining through at last to reward the viewer with a deep journey into an Orwellian yet colorful world where one man dreams of simple freedom. It speaks to us in the same way that 1984 and Fahrenheit 451 did but without giving us nightmares. Jonathan Pryce is positively brilliant and a supporting cast including Ian Holm, Robert De Niro, Bob Hoskins and Michael Palin doesn’t hurt either. Problematic because of all the different versions of the film, it is recommended that you only bother with Gilliam’s approved final edit.

14- Freaks (1932)
Directed by Tom Browning Controversial during its time and banned until fairly recently, this is actually a fairly simple story of love and betrayal, but takes place entirely amongst a group of circus sideshow freaks. The controversy, of course, entirely surrounded the performers in the movie who were all actual sideshow performers, with various deformities and conditions. The true value of this film lies in the ability of the film to make you see the performers as people not as freaks. Obviously the performers are not the best trained actors and their performances range greatly but in a way it just adds to this movie’s charm. For some this will be very hard to watch but I found it much less disturbing than I thought it would be.

15- The Science of Sleep (2006) (“La Science des rêves” original French title)
Directed by Michel Gondry This has to be my favorite love story of all time. A young man who lives more in the dream world than the waking world meets the one woman who could truly appreciate him and almost screws it up. It’s funny, touching, beautiful, dreamy and leaves you with a warm smile on your face. It’s delightfully awkward even in the editing but it’s still damn near the perfect date movie.

16- Memento (2000)
Directed by Christopher Nolan Presented in a fashion that forces the viewer to feel the anguish of a person who cannot form new memories trying desperately to find the man who murdered his wife and caused his condition. This is much more than just a film. Christopher Nolan’s second feature film is a treatise on how much a man is defined by his ability to remember. Driven by ironically memorable performances from Guy Pearce and Joe Pantoliano, this is definitely a movie that makes you think and in my book that’s the highest compliment I can possibly give.

17- Fight Club (1999)
Directed by David Fincher If you haven’t seen Fight Club you need to go see it right now. Now. Quit reading and go. You can read the rest of this later.But really, David Fincher did a brilliant job adapting Chuck Palahniuk’s enigmatic novel to the screen and the genius of Brad Pitt and Edward Norton sweep the viewer away into a labyrinth of doubting psychology. Add to that a sharp, witty design sense and an unflinching look at the danger of unchecked neurosis and you have a recipe for one landmark, cult film.

18- Jacob’s Ladder (1990)
Directed by Adrian Lyne This for me is one of the scariest films I’ve ever seen. Tim Robbins always has the power of making the audience truly identify with him and that quality makes this film hit even harder. Upon returning home from Vietnam he gets a job as a postman and slowly his reality begins to unravel leaving the viewer completely uncertain about his fate and acutely feeling his genuine fear of the possibility that nothing is what it seems. A dark film that’s a little hard to take, but very worth the chill.

19- The Fountain (2006)
Directed by Darren Aronofsky First off- this film will break your heart. I balled and balled, but even through all the tears I marveled at the almost indescribable beauty of not just the images, but the stories as well. It’s worth the heartache. If you’ve seen any of Darren Aronofsky’s films, you know you’re going to be more than a little disturbed by what you see, but this one is disturbing in a very different way. Three different stories using the same actors (incarnations?) explore man’s inability to accept mortality with three very different results. Hugh Jackman and Rachel Weisz both deliver deeply moving performances. I’ve always respected Darren’s ability as a director but now I found myself positively anxious to see his next film.

20- Walkabout (1971)
Directed by Nicolas Roeg A girl and her younger brother become stranded in the outback of Australia and end up on a journey they could’ve never foreseen. Not only is this an engaging and incredible film in its own right, but it beautifully illustrates how much the treatment of film has changed over the last 40 years. So many of the themes in this movie would not be allowed to be done today, not because they’re disturbing or criminal (even though some almost are), but because Hollywood has become convinced that no one’s interested in reality. (And no- Reality TV is not real. Not remotely.) This film is genuine- it is real- it stings and provides no explanation or remorse and for that reason alone anyone who gets the chance should see it.

21- 12 Monkeys (1995)
Directed by Terry Gilliam Behold one of the few rare modern-day examples of thinking man’s science fiction. A circular plot and questionable outcome, trademark cerebral sci-fi elements, power this wonderfully deep character study of a man sent back in time supposedly to save the world. Bruce Willis proves that he’s much more than just an action hero and Brad Pitt succeeds in making us wonder just how sane he is. But it’s really the storytelling that shines the most in this anxious and suspicious tale of fate. If Brazil wasn’t enough to convince you of Gilliam’s genius this one definitely will.

22- 1984 (1984)
Directed by Michael Radford Dark and oppressed is the name of the game, but is there any other way you could depict George Orwell’s 1984? John Hurt is award-winningly crestfallen in that moving way that only he can pull off and Richard Burton really makes us believe that he’s conflicted about torturing those who dare to think for themselves or worst yet love, but the real star of the show is the production design and art direction. Never before have we been introduced, much less transported, into a world so completely devoid of hope- so bled dry of color and life that the wrinkled skin of an old prostitute looks like a mother’s warm embrace. Also noteworthy is the moving score by the Eurythmics. This is definitely not an uplifting film, that is to say with the exception of the fact that after watching it anything looks better.

23- The Valley (1972) (“La Vallée” original French title)
Directed by Barbet Schroeder This is what I think of when I think of a ‘hippie movie’. It’s not really about being a hippie, well not the way most of us actually were, or are, but more a tale that any hippie would love to watch if they couldn’t experience it for themselves. Five young freethinkers head out on an expedition to find the mysterious “Valley” obscured by clouds in the uncharted New Guinea wilderness. Along the way they deal with altered states, sexual freedom, infidelity and the aboriginal locals. It’s definitely not the best movie you are ever going to see, but it’s beautifully filmed, contains tons of genuine emotion and a soundtrack by Pink Floyd doesn’t hurt either even if it’s not their best work. So get yourself a bottle of wine, some fruit and crackers, pack a nice bong, sit back and enjoy the ride. A warning to modern-day viewers: back in the early 70s they weren’t as squeamish about ritualized animal slaughter as they are today and there were no organizations concerned with the prevention of cruelty to animals on screen so if that sort of thing bothers you close your eyes when you see the locals handling pigs and don’t open them until a few minutes after the squealing stops or better yet have a friend to tap your shoulder so you can cover your ears to.

24- Fear and Loathing in Las Vegas (1998)
Directed by Terry Gilliam Hunter S. Thompson was a genius. Terry Gilliam is a genius and Johnny Depp is a genius. So Johnny Depp playing Hunter S. Thompson being directed by Terry Gilliam equals, say it with me now- genius. A fairly faithful adaptation of the hilarious and profoundly touching novel this movie turns out to be so much more than the sum of its parts. This is one of the few examples I give to people who have never done drugs, don’t want to do drugs, but are curious what it’s like as pretty close to the real thing without the hangover and withdraw. Add to that the stunning performances from both Johnny Depp and Benicio Del Toro and you have a road movie that’s an absolute trip in every sense of the word.

25- The Fabulous Destiny of Amelie Poulain (2001) (“Le Fabuleux destin d’Amélie Poulain” original French title)
Directed by Jean-Pierre Jeunet Here’s another one that doubles as an incredible date movie. A young beautiful girl with an uncanny knack for changing people’s lives almost misses her chance to change her own. Jeunet brings his ample experience to this fable and populates it with his trademark gorgeous visuals and eccentric characters. This is a place you definitely want to go and stay. I still smile just thinking about it.

26- Eternal Sunshine of the Spotless Mind (2004)
Directed by Michel Gondry One the more fascinating concept movies to ever attempt to deal with the idea of memory and how much it defines our world. This is the classic tale of “You don’t know what you’ve got till it’s gone” taken to its logical limit. The editing deliberately keeps the viewer off balance but the reveal is more than worth the extra effort. Kate Winslet showcases the depth of her talent and not since The Truman Show as Jim Carrey been quite this real. Comedy might be his normal bag but this kid can act. Moving and powerful and quite funny at times this is what all movies should aspire to.

27- A Clockwork Orange (1971)
Directed by Stanley Kubrick One of Kubrick’s many masterpieces. Brutal is an understatement. The term ultraviolence, coined by the novel, is closer to the truth. But that’s just the beginning of this karmic tale of apathetic mayhem and retribution gone awry. Without Malcolm McDowell this movie would’ve never been what it is, but it’s Kubrick’s masterful storytelling that really makes this a cult classic it is. The legends about this movie are legion, but no amount of commentary could hope to compare to the actual experience. This is one instance where you just have to see it.

28- The City of Lost Children (1995) (“La Cité des enfants perdus” original French title)
Directed by Marc Caro and Jean-Pierre Jeunet If there’s one thing that Caro and Jeunet are the undisputed masters of, it’s the fable-like dark fantasy. Taking a nod from the science fiction of the 20s and 30s and infusing their own distinctive style they give us the tale of a circus strongman and his little brother in the wrong place at the wrong time pulled into a dark web where fantasy, sci-fi and the surreal meet. Filled with stunningly executed old-school special effects and rich impressionistic visuals, this is a fairytale for connoisseurs. Ron Perlman never disappoints on the haunting soundtrack from Angelo Badalamenti transcends and mesmerizes.

29- The Fall (2006)
Directed by Tarsem Singh Moving and bittersweet, this fairy tale within a drama showcases some of the most beautiful visuals ever put on film. A young girl in the hospital of the 1930s is befriended by a bed ridden patient who spins a yarn to distract her from his real purpose, but the two stories intermingle and many lines are blurred. This is definitely a tearjerker, but you’ll be wiping away the tears quick to make sure you don’t miss the next gorgeous frame.

30- Altered States (1980)
Directed by Ken Russell This has always been a favorite of mine. William Hurt plays a scientist obsessed with pushing the outer limits of the altered state experience regardless of the cost. Employing various drugs in sensory deprivation tanks he explores the depths of the mind until the discovery of a new hallucinogen and his own passions drive him past the point of no return. The effects were praised in their day but are definitely dated now, although the trippy feel of the film remains quite effective.

31- What Dreams May Come (1998)
Directed by Vincent Ward Robin Williams forgoes his comedy roots in a role that’s anything but funny. He plays a doctor who years after losing both of his children in a car accident loses his wife to suicide and shortly thereafter dies in a car crash himself. Heaven turns out to be quite an amazing experience but nothing compared to the challenge of attempting to rescue his wife from her own personal hell. Uplifting in many ways but on the whole depressing, the one thing this movie excels at is the unbelievable visuals. With the exception of a few unfortunate Road Warrior style scenes the rendering of both heaven and hell are breathtaking to say the least.

32- Alice (1988) (“Neco z Alenky” original Czech title)
Directed by Jan Svankmajer I would refer to this one as a guilty pleasure. Being moderately obsessed with Alice in Wonderland and a huge fan of Svankmajer’s work it’s almost a given that I would love this film. And a good 90% of it I most definitely do. Almost entirely in stop-motion animation, this is a very loose, spooky and at times disturbing version of the Lewis Carroll’s masterpiece. Although not so much nightmarish as just odd, it’s still way too dark for the kiddies. As is characteristic of most of Svankmajer’s work this Wonderland is entirely within the confines of a decrepit old, possibly abandoned, house that seems to go on forever and Alice, when she’s little anyway, is an animated doll. When she’s big she’s played by a young actress and the counterpoint is fascinating. Most of this film is a joy, but I have a hard time getting around Alice’s constantly interrupting narration. I know it seems odd to focus on one thing like that but it is throughout most of the film and, for me, it constantly breaks the spell that I don’t want broken. Perhaps I’m just too picky, or maybe it’s just frustrating being just one hurdle from perfection, but once you learn to tune out the narration bits this film is the twisted daydream that Alice in Wonderland was always supposed to be.

33- Naked Lunch (1991)
Directed by David Cronenberg An ode to paranoid delusion. This is not a strict adaptation of the banned train-of-thought classic by William S. Burroughs. It’s a combination of the novel and biographical bits of Burroughs’ life. Both tales are equally odd and the result is a trip deep into one man’s loosing battle against paranoia, and drug-addiction. When you reach the point of being paranoid about being paranoid, then next step is madness. Completely engaging in every way with incredible performances from Peter Weller and Ian Holm, this one starts on the verge of a dream and ends so deep that you’ve forgotten what reality was supposed to be. It contains drug use, homosexuality and very nightmarish imagery but still manages to have style and class. However, I will leave you with a word of warning: This is an incredible film, but on drugs it can be especially disturbing to some. So ask yourself this question- Am I ready to accept a half-typewriter/half-cockroach thing speaking to me through an anus on its back, and if I am, am I ready to accept that while on drugs.