42. Richard III

One could make a case that the best action movie of the 1990s was Ian McKellen and Richard Loncraine's Richard III. It certainly has the best villain, and thanks to William Shakespeare, it probably has the most literate dialogue and most complex plot as well

Based on Shakespeare's play, and using the bard's own dialogue, 1995's Richard III tells the tale of the Duke of Gloucester's ambitious gamble for the British crown. Although the dialogue isn’t updated, the story is now set in a fictitious late-1930s fascist Britain. McKellen's costume is in fact that of a Nazi SS officer. Bold red flags with three-armed swastikas hang from the gothic cathedrals of England.

Loncraine and McKellen have also worked to make the 400-year-old story and dialogue approachable. They focused on the story's inherent melodrama, abridging many of the its  secondary characters and plots. What's left is a distilled, bitter pot of sneaky schemes and cruel villains, worthy of any '90s action movie, only with more class and complexity.

And oh what a tasty brew it is! Ian McKellen revels in the role of the hunchbacked, one-eyed villain. Better yet, he speaks to the camera as if it were a co-conspirator in his evil schemes, making the audience complicit in his heinous crimes. Richard III will have you squirming in your seat, thanks to McKellen's outstanding performance and the gripping fascist setting. (Marty Mapes)