There are some films that make the audiencescratch their heads after the credits roll; a select few of them are actually great. That question of “what on Earth just happened,” forces the movie to barricade its way into the mind. Viewers spend their time thinking and trying to connect the dots. Sometimes the answers come, but other times they don’t, and demand a repeat viewing. However, discussion and criticism are what make film such a subjective form of art. Audiences experiencing a film for the first time will gather real-time expectations as to what they think is happening. Their preconceptions might become less solidified as the film goes on, and even shattered altogether by an ending that puts everything prior into question, a feeling that makes re-watching a movie even better than the first time.
Films entertaining enough to be re-watchedare impressive enough. It may seem counterproductive to want to sit and experience a lengthy film that we’ve already seen, but the entertainment factor and the emotions the film evokes send us back to relive them. It’s a whole different story, though, when a second viewing causes new thoughts and emotions, thanks to the knowledge gleaned from knowing the ending. What if a film was socomplex and puzzling, that a second viewing makes us feel like we are truly watching it for the first time? The following films are prime examples of complex head-scratchers that will never be the same after the first experience.

Updated on August 20th, 2023 bySoniya Hinduja:This article has been updated with additional content to keep the discussion fresh and relevant with even more information and new entries.
12Upgrade (2018)
Directed by Leigh Whannell,Upgradeis a cyberpunk action movie that goes in unexpected directions. As far as underrated sci-fi flicks go, the movie should win a place somewhere at the top. The reason is its premise and that jaw-dropping ending. It follows grey plug engineer Grey Trace who is left paralyzed after a violent pair of thugs mug him and murder his wife. When a billionaire inventor offers him a new chance at life, he grabs it.
Installing an experimental implant called STEM, that not only heals his condition but also enhances his speed and strength, Grey goes on a revenge mission. In the stunning finale, Whannell pulls the rug on who controls whom, demanding the viewers to go back and reexamine every subtle detail they missed. Watching the movie a second time exposes little things in Grey and STEM’s fluctuating power dynamics, until you realize just how well-planned it’s method was to take over his mind and body.

11Interstellar (2014)
With its epic visuals and stunning science-fiction concept,Interstellardrags Matthew McConaughey on a quest across mysterious wormholes in space. The story portrays a situation where Earth is no longer able to sustain humanity, and it is up to NASA ex-pilot Joseph Cooper and his crew to find the people a new home.Being a Christopher Nolan film, it is only natural that it would demand your undivided attention. But as the movie progresses, the heavy themes of love and longing and quantum mechanics become indistinguishable.
However, Nolan reserves the true shock for the end. After trying to re-enter the black hole, Cooper ends up in a “tesseract,” which is a place inside his daughter Murph’s bookshelf. Retracing gravitational concepts and mysterious messages shows that Cooper was able to impact past events from the future. If that itself isn’t enough for you to go back to this wonder,the emotionally crushing dynamic between father and daughtersure is.

10The Fountain (2006)
Blending elements of fantasy and romance, this stunning film written and directed by Darren Aronofsky is a feast for the senses.The Fountainstars Hugh Jackman and Rachel Weisz as the main protagonists. Split into three interconnected, layered narratives, the movie follows Tommy, a modern-day scientist, struggling to find a cure for death to save the life of his cancer-stricken wife, Izzi. In other millennia are a Spanish conqueror seeking immortality with the help of the Fountain of Youth and a traveler from the future who is protecting the Tree of Life.
Throughout the movie, you watch as the present, past, and future characters collapse under the weight of a heart-wrenching journey. But it is the end that really untangles all the knots, hinting at one story told thrice. Aronofsky’s underrated masterpiece urges you to reconsider the concept of time and how it is fleeting and there is only so much you can do to hold yourself together while it does.

9Fight Club (1999)
A movie thatreceived a lot of negative press when it was releasedbut soon grew on fans and became a cult classic,Fight Clubfollows Tyler, a worn-out soap salesman who strikes a deal with a white-collared office worker known only as the Narrator to create an underground club for men to find catharsis in pugilism. First seeming a harmless outlet of rage against capitalism, the film reveals a larger scheme through Tyler Durden’s full madness.
While Brad Pitt delivers the finest con of his career, Edward Norton brings sublimity to his character. As satisfying and wonderful as it is to watch the two breaking “the third rule” and beating each other senseless, both the characters’ true natures come forward when you take the time to understand their psychology. In a way, David Fincher’s fun film flings its arms and reaches out for destruction.

8Eternal Sunshine of a Spotless Mind
Eternal Sunshine of a Spotless Mindis a film that tugs at the heartstrings while maintaining this unnerving level of complexity. Seeing a far more seriousJim Carreythan usual as Joel, a man on a quest to forget the love of his life, creates a level of empathy the audience can’t control.
The charismatic Clementine, played byKate Winslet, represents the freedom and unpredictability that Joel lacks in his life, but the heartbreak surrounding their relationship causes Carrey to take drastic steps. This film is far more than a love story; it is a science fiction exploration of what makes us human and the power (and pain) of love. Like most Charlie Kaufman scripts, a second viewing is preferable, allowing the audience to understand the characters' motivations even better.
Related:Every Charlie Kaufman Movie, Ranked
7The Usual Suspects (1995)
Bryan Singer’s neo-noir mystery has given plenty of head-scratching moments, but perhapsits most memorable part was the maxim, “The greatest trick the devil ever pulled was convincing the world he didn’t exist.” The quote not only sets up a mind-bending reveal but also leaves you retracing your steps back to the very beginning when it all started. InThe Usual Suspects, the only survivor of a pier shoot-out is being interrogated by the police.
In his statement, he talks about a team of five criminals and their mastermind leader Keyser Söze. The heist film is brilliant from start to finish, without a doubt, but what defines this classic is its glorious climax of pure, paranoid pleasure when you realize that the unreliable narrator, the polite and patient Verbal Kint, is the notorious Keyser Söze himself.
Christopher Nolancreates layers upon layers of unique storytelling.Mementopulled off a seemingly impossible task by having it be told in two narrative forms. As one story is being told in real time, the other is presented backward. This film should be re-watched just to put the pieces together alone, butMementois much more than a mere puzzle.
It is a highly entertaining study of the human mind. Guy Pearce’s performance stands out as one of the best of his career, playing a man who, like the audience, is struggling to piece together the fragments of his memory into a cohesive whole. A second viewing ofMementowill allow the audience to solidify their understanding of the confusing timeline and where the two stories meet in the middle.
5Goodnight Mommy
Goodnight Mommymay bequite sophisticated, but it’s a brutal film to get through; there are many sequences that showcase painful imagery and pulsating tension. However, the last act evokes a startling realization about everything the audience had assumed to be real.
Perhaps that unnerving realization might cause more anxiety at the thought of having to experience the psychological terror again, but doing so will turn the movie in one’s mind from good to great. So many questions are left unanswered in just the final shot, but re-watching the film will fill in everything, and can actually change the assumptions and feelings about it in general. With a second viewing, the film changes, as does the attachment to the characters themselves.
4Shutter Island
The beauty of Martin Scorsese’sShutter Islandis that it initially presents itself as a noir-style mystery. The unnatural element upon first viewing is the world itself that Marshal Teddy Daniels, played byLeonardo DiCaprio, finds himself in. His only lifeline is his partner Chuck Aule, played byMark Ruffalo.
This mental institution setting and its overseers, played by Ben Kinglsey and the great Max von Sydow, are at the roots of Daniels’ suspicions as a law enforcement officer. That is, until the last act where the entire film flips on its head. What we thought was real was all a game, and the mystery that surrounded Daniels was actually just Daniels himself.
3Mulholland Drive
David Lynchis no stranger to complexity.Mulholland Drivealmost requires a second viewing because of its warped perception of reality, fantasies, and dreams. Audiences see the film for the first time expecting reality, when that is by no means what is actually presented. The film lays breadcrumbs as to the truth, but we are so certain that we see is real, so we ignore the signs. After the credits roll, we are left questioning everything. This is what makesLynch such a fantastic director.
His films likeMulholland Driveforce the viewer to rethink everything they thought was real. Upon a second or even third viewing, the contrasting nature between fantasy and reality come to a head. Although the striking visuals are enough to confuse the masses, the captivating performances by Naomi Watts and Laura Harring make this nearly two and a half hour mystery as investing as possible. RewatchingMulholland Drivepractically creates an entirely new masterpiece.
Related:Here’s What Makes Mulholland Drive One of the Greatest Fantasy Films Ever Made