2.  (THE) ADVENTURES OF PRISCILLA, QUEEN OF THE DESERT (1994)  Few films delight more than the fun, frisky and poignant tale

3.  AIMÉE & JAGUAR  (1999)  Unthinkable to miss, yet heartbreaking to watch, Aimée & Jaguar takes all the desperation of being Jewish in Nazi Germany, then adds to that the added danger of indulging in a lesbian affair. The movie leaves you feeling helpless as you empathize with the lovers' romantic abandonment, yet know that doom is surely around the next corner. That it's based on the true story of the wartime affair between Lily Wust, the good Berlin housewife and mother whose husband is off fighting for the fatherland, and Felice Schragenheim, the Jewish journalist who flaunts herself in front of her would-be executioners as she passes herself off as a gentile, makes it all the more painful. Thanks to gorgeous cinematography and elegant acting, Aimée & Jaguar is one for the GLBT cinematic hall of fame.

4.  ANGELS IN AMERICA (2003)  HBO's miniseries of the Tony- and Pulitzer Prize-winning Angels in America brought one of the leading pieces of modern gay literature and one of the key pieces of AIDS theater to all of America. Primarily telling the story of Prior Walter (Justin Kirk), a New Yorker diagnosed and then living with HIV/AIDS, the epic tale, which covers the mid-1980s to 1990, spans widely enough to share the stories of a fictionalized Roy Cohn (Al Pacino) and a closeted Mormon lawyer named Joe Pitt (the always-appealing Patrick Wilson). With a cast that received every acting award at both the Golden Globes and the Emmy Awards, the production – led by Pacino and Meryl Streep, but aided significantly by the performances of Jeffrey Wright, Wilson and Mary-Louise Parker – managed to find a home on the small screen that retained the largeness of Tony Kushner's two-part theatrical magnum opus.

5.  A SINGLE MAN (2009)  Should anyone decide to compile a collection of the most sexually intense film scenes where absolutely nothing explicitly sexual takes place, it would be impossible not to include the cigarette scene from A Single Man. George Falconer (Colin Firth) has just left the liquor store when he meets Carlos (Jon Kortajarena), a James Dean-esque Latin rentboy who's hanging out in the parking lot. The two share nothing more than a cigarette, George complimenting Carlos on his good looks and ultimately taking the flirtation no further, but the erotic ache contained in those few minutes of film is palpable. Based on the Christopher Isherwood novel of the same name, A Single Man unspools a single day in the life of George, an English professor living in 1960s Los Angeles. It's the day George has decided will be his last (and we hasten to add that this is not a spoiler), finally giving in to the depression that has consumed him since his longtime partner was killed in a car accident.  Fashion designer Tom Ford, making his directorial debut, uses his keen eye and polished aesthetic to provide the film an alluring, beautiful richness. It has the finish of an immaculately tailored garment.

6.  BEAUTIFUL THING (1996)  Few gay films are as richly affirming or powerfully uplifting as this coming-of-age, coming-to-terms romance between two London boys. Based on a play by Johnathan Harvey and directed with sensitivity and supple grace by Hettie Mcdonald, Beautiful Thing ultimately pumps your heart full of joy. But getting to that joy is a bumpy road for the quiet, shy Jamie and his schoolmate Ste, an abused, wounded pup who finds safe haven in Jamie's home, and eventually responds to the tenderness shown to him by his new friend. The ancillary characters -- Jamie's tough-as-nails mother (Linda Henry) and a troubled, Mama Cass-infatuated neighbor (Tameka Empson) -- are every bit as integral to the film's narrative fabric. Yet at the center lies the simple, glorious tale of two emerging gay youths who find their heart's desire: each other.

7.  BENT (1997)  Purists may complain that the transition from stage to screen can only come at a price that will devalue the original work. It's a hard case to make with Bent, with playwright Martin Sherman taking screenplay duty as well. The onscreen product may not offer the shared experience of a live performance, but it still captures beautifully and permanently the story of two gay prisoners at Dachau whose love removes them, in a sense, from their hellish captivity. That's the heart of Bent, but there is more. Before Dachau, before the ''Night of the Long Knives,'' audiences are treated to a surreal interpretation of Berlin's notorious nightlife. Mick Jagger's drag persona, Greta, singing the haunting torch song, ''Streets of Berlin'' – written by Sherman and Phillip Glass – from her trapeze perch is a breathtaking scene all its own. For a nonfiction lesson in the Nazi persecution of gays, the Paragraph 175 documentary is unsurpassed. For a heartbreaking yet uplifting, fictional exploration of humanity's extremes, however, watch Clive Owens's Max and Lothaire Bluteau's Horst fall in love. And bring tissues. With a setting as grim and violent as the Holocaust, Bent remains one of the most wrenching romantic gay movies of all time.

8.  BIG EDEN (2000)  As its title suggests, Thomas Bezucha's Big Eden is about a place too perfect to really exist. It's a romantic comedy for the gay community that is just as implausible and schmaltzy as any in the genre, but it's not aimed at the 20-something gay community, so it's refreshingly free of twinks, dance clubs, and tricking. When middle-aged New York artist Henry Hart (Arye Gross) returns to his hometown in Montana to care for his ailing grandfather, he finds more love and acceptance than he ever imagined. The movie's charm comes from its depiction of unwavering support from everyone in the town -- so much support that it starts to defy reality and become a utopia. Framed by beautiful shots of the Western landscape, Henry's struggle to come out to his family and deal with the unrequited love of his youth is touching while not being overwrought. Strong supporting performances are given by Louise Fletcher, a hysterical Nan Martin as a meddling widow, and Eric Schweig as a lovable, shy convenience store owner. An utterly heartwarming film.

9.  BOUND (1996) Long before the Wachowski Brothers created their sci-fi leather fetish fantasy The Matrix, and before they tried to sear your eyeballs with the candy-colored mania of Speed Racer, they made this nifty little film about a breathy-voiced, wide-eyed femme and a sultry, tank-topped butch who conspired to steal $2 million from a mobster. At its core, Bound is lesbian noir, taking the standards of mobster films — tough dames, tough talk, tough luck — and upending them by making the tough dames -- rather than the men around them -- the heroes. Gina Gershon is unbearably sexy as ex-con Corky, who gets involved with a gangster's wife. And as that wife, Jennifer Tilly made one of her last star turns before her career collapsed into self-parody — her baby-doll delivery of the come-on line, ''I have a tattoo. Would you like to see it?'' is both hilarious and intoxicating. Bound is no Claire of the Moon — it has no grand goal for the audience other than entertaining as an old-fashioned crime caper. Not, as they say, that there's anything wrong with that.

10.  BOYS DON'T CRY (1999)  It's the film that introduced the world to the talent known as Hilary Swank. More importantly, it's the film that dramatized -- brilliantly, searingly, brutally -- the life of Brandon Teena, a transgendered teen viciously murdered after the crowd he ran with discovered him to be a biological female. Kimberly Peirce's direction is volatile and uncompromising, but it's Swank's remarkable, gripping, Oscar-winning performance that propels Boys Don't Cry to absolute magnificence. Side note: Peirce, who is gay, has only made one film since -- 2008's critically-acclaimed box office flop Stop-Loss.

11.  (THE) BOYS IN THE BAND (1970) 
CRUISING (1980)  Love 'em or hate 'em, you can't deny the historical impact of this pair of era-defining bookends from director William Friedkin (The Exorcist). Boys in the Band was filmed as a faithful recreation of Mort Crowley's stage play -- even including members of the original off-Broadway cast, notably Leonard Frey, whose bitter, self-loathing Harold serves up a beggar's banquet of caustic tongue lashings to his pals. Boys is awash in self-hating stereotypes, and yet Crowley's work captures, if not the reality, then at least the perceived notion of how gay men treated one another in the late '60s. It wasn't about support and brotherhood, but about ripping one another to emotional shreds, until all that's left is bloody pulp. Much more problematic, but no less fascinating, is Cruising, which suffers from a sensationalistic, crudely-wrought, serial-killer storyline, and an undercurrent of homophobia. And yet, Cruising is a must-see for several reasons, not the least of which is its depiction of Lower Manhattan's S&M leather scene, just before AIDS brought everything to a screeching, tragic halt. The movie is as close as we have to a visual historical document, as Friedkin takes us directly into the heart of what was then an underground, disquieting subculture of the gay movement (but what is now a vital and celebrated part of the gay mainstream). Cruising also suffers at the hand of star Al Pacino, who, despite his swarthy, smolder-and-steam handsomeness, feels miscast in the role of an undercover cop forever changed by his S&M experiences. Who can forget the brain-searing image of Pacino, hog-tied and ready for action at the hands of a pickup, all in the name of duty?

12.  BROKEBACK MOUNTAIN  (2005)  Is there anything more to say about the phenomenon that is Brokeback Mountain? Perhaps this: Despite unleashing a torrent of ''I wish I could quit you'' gay-cowboy jokes on a tittering nation, Ang Lee's adaptation of Annie Proulx's short story hasn't lost one iota of its emotional power, has never succumbed to the subversion of cultural irony. All the jokes in the world were unable to lessen the impact of the final images of lost love and loneliness. That's in no small part due to the performances of Jake Gyllenhaal and Heath Ledger. But while many of Brokeback's gay boosters thought the film a first-ever big-screen romance, the film was far darker -- remember Ennis' wife, Alma (Michelle Williams), finally blurting the truth about her husband's fishing trips? As much as Brokeback Mountain was about the love of two men, it was about the destruction that the closet wreaks on everyone it touches -- gay and straight.

13.  The Celluloid Closet  Like And the Band Played On just two years before it, The Celluloid Closet took a work of written history and translated it to the screen -- in this case, very appropriately, given that Vito Russo's work chronicled both Hollywood's portrayals of homosexuals onscreen and the closeted lives of the homosexuals who made the movies both in front of and behind the camera. Of course, the movie poster for the documentary says a lot about Hollywood — Harvey Fierstein and Lily Tomlin are billed below such straight (but supportive) luminaries as Susan Sarandon, Tom Hanks and Whoopi Goldberg. Still, The Celluloid Closet ranks as one of the few films that should be required viewing not only for anyone who cares about LGBT issues, but for anyone who cares about how our entertainment culture subtly — and sometimes overtly — shapes our opinions of those we consider ''others.''

 14.  C.R.A.Z.Y. (2005)  

15.  (THE) CRYING GAME (1992)  For quite a few months in 1992, the buzz around The Crying Game was the loudest sound in popular culture. What's the secret? The Crying Game was hiding something and everyone wanted to know what it was. Amid a tale of Irish terrorists and intrigue, Jaye Davidson as Dil stole the show by hiding his candy. For those few who didn't know the secret when they entered the theater, Davidson's portrayal of a sexy, transgender seductress brought gender issues to the fore as few movies have before or since.

16.  DESERT HEARTS (1985)  With a scenario that seems absurd by contemporary mores -- a Columbia professor cooling her heels in 1959 Reno so that she can simply meet a Nevada residency requirement to get a divorce -- the romance sparked between that professor, played with appropriate restraint by Helen Shaver, and rough-and-tumble Cay (Patricia Charbonneau) is beautiful contrast to the desolation of the desert and the oppression of society. Dust gives way to glorious vistas set to a vintage rock-and-roll beat, and the sky opens uncharacteristically to drench these lovers as they enjoy one of Hollywood's best kisses.

17.  GO FISH (1994)  When director Rose Troche introduced us to the lovelorn Max (Guinevere Turner, who also co-wrote the film), the awkward Ely (V.S. Brodie) and the circle of women around whose lives Go Fish was constructed, she wasn't so much blazing a trail for The L Word as she was warning against it. Unapologetically art house -- filmed in black and white and shot through with all manner of clever tricks and gimmicks -- Go Fish is also unapologetically rooted in reality. The female characters simultaneously defy and embrace stereotypes, offering audience members of all races, ethnicities, shapes and orientation a chance to see themselves on-screen. Troche's decision to create a lesbian-themed film for a gay and lesbian audience and not another fantasy-fueling bit of entertainment where the gay women are always blonde and seemingly plucked from a Victoria's Secret catalog, transforms a very simple love story into something fresh, surprising and delightful.

18.  HEDWIG AND THE ANGRY INCH (2001)  John Cameron Mitchell's wildly imaginative comedy/drama/musical features brilliantly subdued lighting effects and animated sequences. It's also got an infectious punk score by Stephen Trask, and a strong cast, including Mitchell, who earned a Golden Globe nomination for his delightful portrayal of the title character. But above and beyond the surface cinematic treats, the story, which began life as an Off-Broadway production, subtly, even slyly, captures the ongoing struggle for recognition of the transgender community in a mainstream society confused by black-and-white cultural norms about gender and sexuality. Hedwig may be just an accidental transgender -- on account of a botched teenage sex-change operation that left her with an ''angry inch'' below the belt. But this fictional male-to-(not-quite-)female transgender effectively stands in for many actual transgender people who might understandably harbor some resentment over mainstream society's routine transgender ignorance, even discrimination. Hedwig, the ''internationally ignored song stylist,'' doggedly pursues respect in a world that makes fun of her and bluntly refuses to understand her predicament. Such a world may prefer Tommy Gnosis, the milquetoast straight man who stole her ideas and music. But ultimately, Hedwig cannot be denied. 

19.  (THE) INCREDIBLY TRUE ADVENTURE OF TWO GIRLS IN LOVE (1995)  Maybe you know Nicole Ari Parker from Soul Food, or Laurel Holloman from The L Word. But back in 1995, they played high school students Evie and Randy. Such perfect and lucky casting, considering they were newcomers, is what gives Two Girls in Love the sort of infectious charm that makes you want to hug your girlfriend, boyfriend, dog, cat, yourself - whatever you can get your arms around. It's not too heavy, it's not too meaningful, it's not too artistic. It's just an endearingly sweet movie about adolescent romance that leaves everyone - at least through the closing credits - wishing he was a 17-year-old lesbian.

20.  (THE) IRON LADIES (2000)  At its best, Thai culture is playful and sweet. On both fronts, The Iron Ladies delivers as a sort of The Bad News Bears meets The Adventures of Priscilla mash-up. It also goes a bit further, though, in that this story of a volleyball team manned mostly by gays, transsexuals and transvestites, who win a national championship is based on the true story of the 1996 national Thai amateur volleyball champs. With loads of mirth, this Siamese celebration tells that story in ways that are silly, sentimental and worth cheering for. Notably, the movie earned a level of success worthy of the team it portrays, taking the Audience Award for Best Feature at both the 2001 San Francisco International Lesbian & Gay Film Festival and New York Lesbian and Gay Film Festival.

21.  (THE) KIDS ARE ALL RIGHT (2010)  Lisa Cholodenko's Oscar-nominated film about lesbian moms and their kids both delighted and angered the gay community. Cholodenko, who co-wrote the script with Stuart Blumberg, has been praised for portraying a same-sex household in a natural, unassuming manner. The film tackles weighty issues with humor and levity, allowing for the more serious moments to stand out without being depressing. Yet, the project has also been vilified for plot points that veer wildly off course and ultimately negate the reasons it deserves praise in the first place. What isn't up for debate is the quality of the performances given by Annette Bening and Julianne Moore. Both have scene-stealing moments that define the film, and make suffering through the wonky storyline worthwhile. While the film might not have been nominated for Best Picture if there weren't currently 10 films filling the category, Bening is well-deserving of her Best Actress nod. Most importantly, the film deserves to be lauded for being recognized as a film about lesbians rather than a lesbian film.

22.  LA CAGE AUX FOLLES  (1978)  This uproarious French farce, set amid the nightlife of St. Tropez, spawned two fairly decent sequels, a catchy, elaborate Broadway musical, and a bland, watered-down American imitation. But it is the original -- with precise comedic performances by Ugo Tognazzi as the owner of a drag nightclub and the scene-stealing Michel Serrault as his prone-to-hysterics partner Albin -- that demands our full admiration, not to mention constant giddy fits of laughter. As the two middle-aged gay men struggle to appease their exasperated son (yes, this was a movie way ahead of its time), who has brought his fiancé's conservative family home for dinner, La Cage reaches unsurpassed comic heights. It's not just a funny gay film -- it's one of the funniest films in the history of all cinema.

23.  LATTER DAYS (2003)  

24.  LAW OF DESIRE (1987)  Long before he buzzed onto your TV as the Nasonex bee, and even before portraying Andrew Beckett's partner in Philadelphia, Antonio Banderas was the big-screen bottom of 1987. Specifically, it was the dawn of the Pedro Almodóvar invasion into U.S. art houses, and Banderas was ankles-up in Law of Desire. But while the more famous Women on the Verge of a Nervous Breakdown, to follow a year later, may have been gay director Almodóvar's blockbuster, Desire was his LGBT offering. Banderas plays young Antonio, harboring a dangerous desire for Pablo, a gay film director, while Pablo is still carrying a torch for Juan. Despite the era, Law of Desire, refreshingly, had nothing to do with AIDS. Instead, these characters, including scene-stealing Carmen Maura as Pablo's transsexual sister, Tina, illustrate not the frailties of they physical body, but the passions and perils of desperate longing.

25.  LONGTIME COMPANION  (1990)  An imperfect yet earnest film can capture a permanent place in our collective hearts, which explains the lasting impression of Longtime Companion. Both lauded and lambasted at its 1990 release as an attempt to humanize the face of gay men with AIDS for a nervous nation, the film, written by playwright Craig Lucas (Prelude to a Kiss), focuses on the lives of mostly white Manhattanites as they journey through the unfolding horrors of the epidemic. Despite its flaws, Longtime Companion delivers a powerful emotional experience, including the scene that earned Bruce Davison an Academy Award nomination, an unabashedly tearful moment of telling a loved one that it's okay to let go -- all the while knowing that much of the world at large is indifferent to, or even glad of, his suffering. It's a telling reminder of where we've been.

26.  LOVE OF SIAM (2007)  

27.  LOVE! VALOUR! COMPASSION! (1997)
THE RITZ (1976)  Terrence McNally's Tony Award-winning Love! Valour! Compassion! was a far better play than a movie (Oscar didn't so much as glance its way). And yet the movie's worth a viewing, if nothing else than to see original Broadway cast members Justin Kirk, Stephen Bogardus and, especially, John Glover act their thespian hearts out. (Regrettably, in one of queer cinema's greatest instances of miscasting, Buzz, the award-winning role originated by Nathan Lane, was mangled by Jason Alexander.) A soul-searching tale of a group of gay friends who use vacation time to work out their interpersonal problems and internal issues, L!V!C! is like a latter-day Boys in the Band, but with the bitchiness set to mute. McNally has penned some iconic gay works, but one of his finest achievements is a comedy that queer cinemaphiles might consider a throwaway. Yet The Ritz is anything but. An exuberant, uproarious door-slamming farce, The Ritz is notable for its setting -- a gay Manhattan bathhouse in the '70s. (The plot involves a straight businessman hiding from a homicidal mobster.) Like L!V!C!, The Ritz mines members from its original Broadway cast -- Rita Moreno, Jerry Stiller, Jack Weston and the scene-stealing F. Murray Abraham as a feisty bear-lover (or, as they called it in those days, "chubby chaser"). The surprise scene-stealer is hunky Treat Williams, who plays a police detective with an unfortunate vocal issue. For those who remember the way bathhouses once were -- complete with female entertainers! -- The Ritz is a throwback to an era long gone. For everyone else, it's a history lesson with a terrific sense of humor.

28.  MA VIE EN ROSE  (1997)  

29.  MAURICE  (1987)  

30.  MILK (2008)
THE TIMES OF HARVEY MILK (1984)  The high-profile Oscar candidate Milk hasn't generated the same comedic outpouring as did Brokeback Mountain -- it does, after all, end with a recreation of a brutal assassination. But, despite the true tragedy of the ending, it's the vibrant and buoyant joy for life contained in Harvey Milk that makes this biopic so compelling. That, and the fact that Sean Penn gives a performance that's simply stunning in its accuracy and humanity. Penn may be a bit of a whack-job in real life, but for Milk he left an indelible mark on the screen. Still, for those whose curiosity about Milk and his early-gay-rights milieu has been piqued, the definitive story of his life remains the Oscar-winning documentary The Times of Harvey Milk. Taken together, they're a fitting tribute to a man whose legacy has had achieved the far-reaching change you know he hoped for.

31.  MY BEAUTIFUL LAUNDRETTE (1985)  Long before he was the toast of cinematic circles, Daniel Day-Lewis played Johnny, a working-class London thug who would join in Thatcher-era race rallies. But he's redeemed through hard work for his Pakistani boss, Omar, who is also his lover. In the mid 1980s, My Beautiful Laundrette was groundbreaking for not making gay the point of conflict. While all the friction hinges on race and class, the love between two young men is offered as the one thing that's simple and good amid all the mess. The movie shouts, gaily, that all the world should be lovers rather than fighters. Johnny's ''Come On Eileen'' styled wardrobe also deserves special mention.

32.  MY OWN PRIVATE IDAHO (1991)  It's not necessarily clear what one is getting with My Own Private Idaho. As with any masterpiece, each viewing reveals a new hue or mood. Between the Shakespearian themes and dialogue, to the streets of Portland, Ore., and Rome, and just a touch of narcolepsy for whatever reason, gay director and writer Gus Van Sant's Idaho may leave you scratching your head. Which is fine. The Mona Lisa is what you make it, and so is My Own Private Idaho, with its bits of goofiness, stinging betrayals and iconic imagery. While much of this peculiar picture is timeless, there are elements that anchor Idaho to an era. This was River Phoenix at his best (Idaho is to Phoenix what Rebel Without a Cause is to James Dean). Further, Phoenix as a scruffy gay hustler, plying his trade in Seattle and Portland, could have been the poster boy for ''grunge.'' On one hand, Idaho is a beautiful, enigmatic and delicate story of abandonment. On the other, it is a time-capsule escape to a place where lyrics were slurred, heroin was fashionable and River was king. As an added bonus, Keanu Reeves's particular style of L.A.-enunciation acting actually worked in this instance.

33.  MYSTERIOUS SKIN (2004) 

34.  NOAH'S ARC: JUMPING THE BROOM (2008)  There are two reasons Noah's Arc: Jumping the Broom is so notable in the gay film canon. The first reason is the obvious one: the Logo channel-produced show jumped to the big screen after several successful seasons to continue the story of four friends who stick together through the good boyfriends and the bad. The fact that they're gay black men only makes it more groundbreaking. The second reason is that while the comparison to Sex and the City is inevitable, Noah's Arc creator and screenwriter Patrik-Ian Polk does something that his SATC counterpart, Darren Star, could not -- make a decent movie. Where SATC stumbled in transforming from a half-hour show to a film, Noah's Arc ably managed the transition, creating a stand-alone story for newbies and veterans alike. Addressing issues specific to the black gay community as well as the gay community at large, Polk's film deserves recognition for its quality, achievement, and pure entertainment value. Sometimes it's a soap opera, and sometimes it stands on a soapbox, but it's consistently enjoyable.

35.  OUTRAGE (2009)  ''There is a right to privacy but not a right to hypocrisy,'' says Rep. Barney Frank (D-Mass.) in Kirby Dick's absorbing documentary. The line that could serve as a subtitle for the movie and for those like the District's Michael Rogers whose activist-journalism is depicted the film. Running through the history of outing to and including the as-yet unanswered questions about former Florida Gov. Charlie Crist (R), the film includes interviews with out politicians like Frank and D.C. Councilmember David Catania (I-At Large) and politicos like former Human Rights Campaign Executive Director Elizabeth Birch and writer Andrew Sullivan. Passed over by GLAAD for any of its awards, the film did catch the attention the National Academy of Television Arts and Sciences, which gave it a 2010 Emmy nomination for Outstanding Investigative Journalism -- Long Form.

36.  PARAGRAPH 175 (2000) 

37.  PARIS IS BURNING (1990)  

38.  PARTING GLANCES (1986)  If life were fair, Bill Sherwood would have lived to create an entire body of gay and lesbian cinema. Life, of course, is not fair, and we're left with just one shining moment of Sherwood's vision, 1986's Parting Glances, a serio-comic tale of New York gay life in the age of AIDS. Anchored by a kinetic and moving performance by then-unknown Steve Buscemi, the film captures a community at a crux -- leaving behind the sexual carnival of the 1970s, yet unsure how to survive into the 1990s. That Sherwood died shortly after the film was completed was not only a loss for movies, but for the community as a whole.

39.  PHILADELPHIA (1993)  In 1991, director Jonathan Demme won an Oscar for Silence of the Lambs, which featured a malicious serial killer with warped transgender inclinations. In 1993, Demme atoned for that perceived sin with this groundbreaking drama about a closeted gay lawyer (Tom Hanks) who's fired from his conservative law firm after being diagnosed with AIDS. He retaliates by taking the firm to court -- all the while coping with his deteriorating health. By this point, AIDS dramas had become almost commonplace in the lexicon of GLBT cinema, but Philadelphia was the first to usher the disease in grand Hollywood fashion before a mainstream audience. It boasts an all-star cast that included Hanks (who nabbed an Oscar for his efforts), Denzel Washington, Jason Robards, Joanne Woodward, Mary Steenburgen and a rising Spanish actor named Antonio Banderas. Though frequently heavy-handed, there's no denying Philadelphia's dramatic intensity and cultural importance. It's as unsettling as it is uplifting -- in that grand Hollywood fashion, of course.

40.  PRIEST (1994)  Antonia Bird's 1994 drama was one of the first to fully explore the struggles of priests with gay proclivities. In addition to its lead narrative about an outed British Catholic priest and his crisis of faith, the film explored other controversial theological issues facing the church from a liberal perspective. Naturally, this led church officials to protest the film and even call for a boycott of Disney, parent company of the film's distributor Miramax. Though some critics and viewers found Priest to be heavy-handed and preachy, the movie is especially appealing and compelling for provoking thought about hot-button topics, such as whether homosexuality and Catholicism have to be mutually exclusive practices, and whether priesthood celibacy is appropriate in the modern era -- foreshadowing a real-life discussion on the topic when the Catholic sex-abuse scandals hit nearly a decade later. The film also offered affirming representations of gay people at a time when mainstream pop culture was just beginning to look beyond a narrow focus on gay stereotypes and the AIDS crisis. The sex scenes between lead actor Linus Roache and Robert Carlyle may be tame -- and watered down for the U.S. version, with at least one nude shower scene excised -- but the fact that expressions of gay love were presented at all, in a realistic, non-exploitative way, was ahead of its time.

41.  (THE) ROCKY HORROR PICTURE SHOW (1975)  Right out of the gate, The Rocky Horror Picture Show bends gender: The lush, red screen-sized lips mouthing the words to Science Fiction Double Feature are clearly those of a woman, but the voice is almost certainly... male? (It is, though one could argue Richard O'Brien's singing voice is devoid of gender entrapments.) From there things just get more gendery-bendery in the screen adaptation of O'Brien's insane -- and insanely great -- stage musical. It's shocking schlock on a stick, and none of it makes much sense -- you just kind of have to go with the narrative's goofy flow. By the time we get to the climactic "floor show," sanity has pretty much run screaming from the building. Tim Curry commands his every moment onscreen as Dr. Frank-N-Furter, serving up a magnificent, high-octane camp performance. He's (almost) matched by starchy Barry Bostwick and saucer-eyed Susan Sarandon as the crisp-and-clean couple Brad and Janet who unearth their buried-libidos under Frank-N-Furter's erotic tutelage. And then there's blond bombshell Peter Hinwood, scorching the screen in little more than a gold lamé speedo and Mercury boots. Hinwood -- who left acting after Rocky to become an antique dealer -- is the kind of studpuppy who would make even the most deeply closeted gay man stand up and shriek, "Toucha, toucha, toucha me! I wanna be dirty!"

42.  TARNATION (2003)  Jonathan Caouette was a filmmaker long before he even realized he was a filmmaker -- shooting himself as a pre-teen performing overwrought, "semi-drag" routines, capturing on Super 8 and video everyone around him, documenting his daily routine. Eventually he put the pieces together -- combining them with an unflinching quest to connect with and perhaps save his mother, Renee -- and Tarnation was born. In the world of cinema, Tarnation is a singularity -- the spontaneous result of an unharnessed creative spirit. The movie is a thunderously emotional, avant-garde head trip depicting not only Caouette's evolution into a fully formed gay man, but the harrowing mental deterioration of his mother, subjected to years of shock treatment as a girl. It's a testament to the days of art-house filmmaking, informed as much by Jean-Luc Godard as it is by master documentarian Frederick Wiseman. Caouette hasn't been heard from since Tarnation's release, yet a quick trip to IMDB reveals that a sequel may be in the offing this year. We can only hope the gifted Caouette can still hit the high note he did with his astonishing debut.

43.  TONGUES UNTIED (1990)  Directed by Marlon Riggs, Tongues Untied moves as an epic poem, with help from poet Essex Hemphill. With both men having died of AIDS-related complications in the 1990s, this beautiful, unconventional film would be considered a time capsule, were it not so timeless. Not plot-driven, not a documentary, Tongues Untied conveys feelings and images of black and gay experience. As the movie itself defies easy categorization, so too does it strive to show how compartmentalizing identity - black or gay or any other - is futile, that we are organic combinations of identities that grow and change and won't be ignored. And it made the point with a signature snap, thanks to the film's guide to ''snapthology.''

44.  TORCH SONG TRILOGY (1988)  If the gay world didn't have Harvey Fierstein, we would have had to invent him. That voice, that attitude, that persona -- he's a bundle of stereotypes that transcends the label. Torch Song Trilogy, adapted from his Tony Award-winning play, brought Fierstein to the masses -- just the thing for all the gay kids living between the coasts (or even on them) who still lacked for images of the lives they could possibly live. And Trilogy presented a lot of images -- from Fierstein's over-the-top Arnold Beckoff to Matthew Broderick's brave (yet lamentably doomed) Alan Simon. Torch Song Trilogy goes for laughs and tears in equal measure -- and earns them both honestly. It deserves its position as one of our community's cultural touchstones.

45.  TRANSAMERICA (2005)  As Bree, a pre-op male-to-female transgender, Desperate Housewives' Felicity Huffman brings depth, warmth and deep-seated soul -- not to mention a piquant comic sensibility -- to a role that a lesser actress might have turned into a surface caricature. The spry, casual narrative follows Bree's relationship with her teenage son (Kevin Zegers, just cast as Clyde Barrows in the controversial remake of Bonnie and Clyde) -- and his acceptance of the man who would be his mother. Written and directed with intelligence, veracity and wit by Duncan Tucker, Transamerica is a triumphant mainstream nod to transgenders everywhere.

46.  VICTOR/VICTORIA (1982)  At the start of the '80s, Blake Edwards honed in on the conceit of the classic cross-dressing comedy, Some Like It Hot — two men pretending to be women — and took it up a notch for Victor/Victoria. A notch? Being Blake Edwards, he actually went all the way to 11 in the story of a woman pretending to be a man pretending to be a woman in order to be a star on the decadent stages of pre-war Paris. In retrospect, the comedy feels retrograde, but for its time it broke ground in putting forth a sympathetic gay main character (Robert Preston, in an Academy Award nominated role), and slyly undermining the chiseled masculinity of James Garner, who falls for Julie Andrews' cross-cross-dresser. The art deco design of the performances still sparkle (and likely inspired some of Baz Luhrmann's more lurid concoctions). The slapstick and farce is occasionally too broad, but they are often inspired, notably in the finale drag performance by Preston that brings down the house, both onscreen and in your living room. Of the late Edwards's many excursions into the comedy of gender and orientation, Victor/Victoria sits gleefully at the top.

47.  WALK ON WATER (2004)  U.S. gay audiences got their first experience with director Eytan Fox in Yossi and Jagger, a bittersweet love story of two Israeli soldiers set against the backdrop of the never-ending Palestinian conflict. Fox showed he could juggle moments of sweetness and light right alongside weightier issues and conflicts, without losing site of the humanity at his story's core. But if 2002's Yossi and Jagger was a taste of Fox's filmmaking abilities, 2004's Walk on Water proved his potential. The story of an Israeli Mossad agent assigned to assassinate a Nazi war criminal, it's a fascinating meditation on the persistence of the past and the nature of revenge, on the intersections of masculinity and sexual orientation, on the idea that our own hatreds must be confronted if we want to end the hatred of others. Though Fox is gay, Walk on Water isn't a traditionally gay film -- but it's an affirmation that being gay is an essential part of the tapestry of the world.

48.  (THE) WEDDING BANQUET (1993)  It was only his second film, but you could already tell director Ang Lee was destined for greatness -- a greatness that would lead him to one day direct Brokeback Mountain. This light tale of a gay Taiwanese man who agrees, at the behest of his American lover, to enter into a marriage of convenience with a young woman in need of a green card is a frothy, whimsical cross-cultural romp. There's a buoyancy to The Wedding Banquet -- a lightness that Lee would never again revisit -- and, as with many of the films that made it to this list, it is marked by a profound affirming quality, as a gay character finds liberation in bursting free of his closet. Brokeback may leave you in tears, but The Wedding Banquet leaves you in the mood for celebrating.

49.  YOSSI & JAGGER (2002)  As the United States spent years arguing and battling over ''Don't Ask, Don't Tell,'' we were often reminded how so many of our allies, such as Israel, had already allowed open service by gays and lesbians without ill effects. True, as far as it goes, but that doesn't mean that each of those armies was a utopia for gay soldiers. Yossi & Jagger is a love story set in the Israeli army between a commanding officer, Yossi (Ohad Knoller), and his second-in-command, Jagger (Yehuda Levi). This is not director Eytan Fox's deepest or best film — that would be, so far, the brilliant Walk on Water — but it is an important and stirring exploration of love in the military. It may not track well to the American military experience — Israel is a nation of compulsory military service for all, which changes the tenor of service — but it is a sweetly disarming tale that earns its right to tug at your heartstrings.

50.  ZERO PATIENCE (1993) 
LILIES (1996)  It's fitting that this list starts with And the Band Played On and ends with Zero Patience, because while the two films share the AIDS epidemic as a subject, they couldn't be further apart than A and Z. Where Band is didactic, Zero Patience is unabashedly polemic. Director John Greyson rehabilitates the story of Gaëtan Dugas — the flight attendant and alleged ''Patient Zero'' who some claimed initially spread HIV to Canada and the U.S. — as an AIDS musical that tries to demolish the myths and hysteria about the disease. Many films claim be radical, few actually are. Zero Patience is one of those few. Also worth catching is Greyson's equally radical approach in Lilies, a tragic love story in a 1952 prison, where the inmates present a play about three students – and their loves and denials – from 40 years earlier (all the roles are played by men). As the bishop forced to watch the play witnesses, there is power in everlasting love and the consequences of long-forgotten actions. It's stunning, lyrical masterwork.