Yesterday, in response to David Gordon Green’s talent being (presumably) wasted on Pineapple Express, I brought you my picks for the 5 worst directorial sellouts of all time (or, as I should have titled it, 5 Worst Attempts at Mainstream Success). And now, as promised, are my picks for the best, because occasionally a great filmmaker can take a seemingly sellout gig and deliver a masterpiece.

1. (tie) The Godfather (1972) and The Godfather Part II (1974) - Everyone should know that Francis Ford Coppola didn’t want to make the first Godfather film. He wanted to make smaller movies, such as The Conversation, which he was able to make at Paramount only because he directed The Godfather and The Godfather Part II. I prefer the film he wanted to make, but there is no denying his first two Godfather films were worth Coppola’s time and, more importantly, ours.
2. Popeye (1980) - Another Paramount film from Robert Evans’ reign. This one is quite a different story, though. Robert Altman was hired for this musical adaptation of the popular cartoon based on the success of Nashville, which Paramount distributed. But it kind of ruined Altman’s career for awhile, and it’s considered by many to be one of the worst films made by an otherwise great filmmaker. I love it, though, and I’m not completely alone. Both Siskel and Ebert gave it thumbs up and obviously Paul Thomas Anderson is a fan (see Punch-Drunk Love for a sort of remake, complete with one of the songs from Popeye), and a number of other young critics who grew up with the film are, like me, strong defenders of its charm. It’s the best “bad” sellout release by a great filmmaker since Bunuel took a dip in the Hollywood waters.
3. Face/Off (1997) - Most people dismiss John Woo’s Hollywood career completely, enough that the term “being Wooed by Hollywood” has been given a heightened meaning, but this one deserves recognition as the exception. I’ll admit to even liking it more than The Killer, which is Woo’s most respected Hong Kong film and one that clearly influenced this later effort. It definitely has the best performances of any of Woo’s American movies, especially from Nic Cage and John Travolta, who pretty much play each other, and regardless of the ridiculously implausible story, it is plotted quite intelligently. Interestingly enough, it was also co-produced by and was distributed by Paramount.
4. The Empire Strikes Back (1980) - George Lucas apparently picked Irvin Kershner to direct the sequel to Star Wars because he wasn’t Hollywood, though the director of A Fine Madness wasn’t exactly a stranger to studios, either. Still, Kershner initially turned Lucas down, but then took the job as recommended by his agent. And obviously it was a great move, at least for us Star Wars fans, being arguably better than the original and still the best to date. Unfortunately for Kershner, it seemed to turn him on to franchises, yet his James Bond effort, Never Say Never Again, and his Robocop 2 weren’t nearly as successful.
5. (tie) Batman Begins (2005) and The Dark Knight (2008) - I guess this was a given, or at least a predictable choice. The thing is, I didn’t even really like the first film. I was actually a bit bored. But I’m still looking forward to The Dark Knight, which I think will be much more entertaining. Anyway, the reason it fits (even despite Insomnia) here, for me, is that Nolan took over this franchise after a number of other stylish directors’ names were tossed around or even attached. Darren Aronofsky, for example, came on board just so he could eventually make The Fountain. Of course, he ended up not even having to do a Batman film, which was fine with him. And while it wasn’t the first recent superhero movie to utilize the talents of a good director (see Bryan Singer’s X-Men, Sam Raimi’s Spider-Man and Ang Lee’s Hulk for three entirely different ways such employment can go), it is certainly considered the best of the bunch. Nolan is pretty much guaranteed the opportunity of doing anything he wants after he’s done with the caped crusader, so hopefully he’ll use that guarantee for good.