20 Mind-Bending Movies Guaranteed to Make You Feel Stupid

In 1991, following the critical and commercial triumph of his brilliant The Thin Blue Line, director Errol Morris attempted something even harder than getting an innocent man off Death Row: making Stephen Hawking’s A Brief History of Time into an accessible, audience-friendly, major motion picture. The resulting film is, at long last, available today on DVD and Blu-ray via the fine folks at Criterion. It’s awfully good — though its in-depth discussions of quantum mechanics and black holes and the Big Bang are bound to make those of us who nodded off in science class feel a bit out of our element. Then again, some movies, with their convoluted storylines or surrealistic imagery or intellectual subject matter, have the (probably?) unintended side effect of merely spotlighting our intellectual shortcomings. Here are a few other movies that made us feel just a little stupider.

Kevin Spacey in "The Usual Suspects"

20. The Usual Suspects

It’s not that the movie’s all that hard to follow as it’s going, or that the now-legendary Big Twist renders the movie all that hard to resituate on repeat viewings. But if you (like your film editor) were one of those original viewers, in that summer of 1995, who saw Bryan Singer’s neo-noir mystery cold, it was awfully difficult not to feel like a schmuck afterwards — i.e., How could I have missed that? How did it not even occur to me? And we never believed anything in a movie again.

Lauren Bacall and Humphrey Bogart in "The Big Sleep"

19. The Big Sleep

In all fairness to the viewer, the near-impenetrability of Howard Hawks’ 1946 adaptation of Raymond Chandler’s novel is not entirely our fault. The story goes that at one point in the shoot, director Hawks and screenwriters William Faulkner, Leigh Brackett, and Jules Furthman realized that, between all four of them, they weren’t certain about a key plot point (whether the chauffeur’s death was a murder or suicide). So they sent a wire to Chandler and asked him to clarify; the novelist replied that he wasn’t certain either. So when even the people making the movie can’t follow it, why do we beat ourselves up?

Gary Oldman and the cast of "Tinker Tailor Soldier Spy"

18. Tinker Tailor Soldier Spy

On the other hand, we’re pretty certain John le Carré was crystal clear about every event in his George Smiley novel, and that director Tomas Alfredson and screenwriters Bridget O’Connor and Peter Straughan worked it all in — which is a bit of a problem the first time you see it, since the labyrinthine narrative, with its many pale Europeans betraying each other, is just a tad hard to follow. It takes a couple of viewings for most audiences to fully piece together exactly who’s doing what to whom, though it must be said that there are worse ways to pass the time than revisiting this elegantly played and splendidly cast spy thriller.

Orson Welles in "Malpertuis"

17. Malpertuis

This 1971 Belgian fantasy/horror movie concerns a labyrinth inside a mansion where characters from Greek mythology are trapped by a bedridden Orson Welles. So it requires not only extensive knowledge of said Greek mythology, but a head for twisty narratives and an eye for surrealistic imagery. In other words, it’s the kind of movie best consumed after one gives up figuring it out and gives in to the consumption of hallucinogens.

Jude Law and Jennifer Jason Leigh in "eXistenZ"

16. eXistenZ

Nobody likes fucking with your head at the movies more than David Cronenberg, and this 1999 sci-fi mindbender (released about a month after the similarly themed but more multiplex-friendly The Matrix) takes a deep dive into video games and virtual reality, and their fuzzy overlaps with the “real world.” Between all the shifting realities and changing personalities, it gets a little complicated. Cronenberg had to acquire independent financing for this one after setting it up at MGM; the Lion ultimately passed on the project because they worried audiences would find it too hard to follow.

Jared Leto in "Mr. Nobody"

15. Mr. Nobody

Jaco Van Dormael’s trippy 2009 sci-fi/drama hybrid concerns the Earth’s last mortal, a 118-year-old man (Jared Leto) who spends the movie recalling the key moments of his life — which are then explored via alternate realities and many-world interpretations. It’s become something of a cult film, as “cult film” is often synonymous with “movie people keep watching again and again, trying and failing to understand.” Speaking of which…

The Fountain

14. The Fountain

… on the eve of Noah’s release, let us remember that Darren Aronofsky once convinced a major studio to finance a triptych story of a modern scientist, a bald space traveler from the future, and a 16th-century conquistador coming to terms with death. It’s gorgeous, and moving, and, um, challenging? Challenging is a good term to use when you’re not sure what exactly the hell’s going on in a movie, right?

Still from Tarkovsky's "Solaris"

13. Solaris

Andrei Tarkovsky’s 1972 adaptation of Stansilaw Lem’s novel mates science fiction and straight-up art filmmaking, giving us a beautiful, deliberately paced (165 minutes) story of interplanetary travel and existential suffering, and confirming that there’s nothing that makes you feel quite as slight and silly as watching geniuses on a space station contemplate mortality in Russian.

William Hurt in "Altered States"

12. Altered States

Another brainy sci-fi pic, in which screenwriter Paddy Chayefsky (Network) contemplates the origin of man and the existence of God, while director Ken Russell simultaneously indulges in trippy, drug-inspired experiments in bending consciousness and shifting realities.

Still image from "The Saragossa Manuscript"

11. The Saragossa Manuscript

This three-hour Polish epic tells multiple stories, many of them stories-within-each-other, a kind of gradually revealed nesting doll narrative of tales that eventually interact with and comment upon each other before circling back to the film’s beginning. Long thought a lost film and only available in shoddy, shortened prints, it was fully restored and released in 1999, partly thanks to years of efforts by Jerry Garcia, who said it was his favorite film. (Do with that information what you will.)

Stephen Hawking in Errol Morris's film version of "A Brief History of Time"

10. A Brief History of Time

Errol Morris’ engagingly egg-headed documentary is part profile of Stephen Hawking, part exploration of his ideas: the expansion of the universe, event horizons, the uncertainty principle of particles, negative energy, the “direction” of time, the relevance of God, the purpose of the universe, and the End of It All. Morris takes great pains to make his ideas understandable, via ingenious visualizations and inventive animations, and that’s part of Hawking’s M.O.: “We should all,” he says at the end of the film, “be able to take part in the discussion of why it is that we and the universe exist.” But when interviews with Hawking and his scientist friends and intercut to create a conversation/debate, it sometimes leaves the viewer with the unsettling feeling of being the slowest guest at a particularly high-minded dinner party.

Philip Seymour Hoffman in "Synecdoche, New York"

9. Synecdoche, New York

As a screenwriter, Charlie Kaufman has never been shy about challenging his audience and confounding their expectations. But when the time came to make his directorial debut, he really decided to let us have it, unleashing a big, bold, weird look at what happens when a man’s life becomes his life’s work, and vice versa. Its absurdist style and overwhelming sadness alienated even the most diehard art house viewers, but it remains a profound and powerful examination of life, art, and their often unavoidable intermingling.

Still image from Richard Linklater's "A Scanner Darkly"

8. A Scanner Darkly

With 2001’s Waking Life, writer/director Richard Linklater discovered that the “interpolated rotoscoping” animation technique was just about perfect for visualizing (frequently high) intellectuals and pseudo-intellectuals discussing the meaning of life, the flexibility of reality, and other high-minded topics. Five years later, he fused that notion with a twisty sci-fi narrative by Philip K. Dick, creating an animated nightmare dreamscape that left most THC-free viewers scratching their heads.

Patti Smith in "Film Socialisme"

7. Film Socialisme

Look, you could find a place on this list for damn near anything Jean-Luc Godard has made since about 1968 or so, when he all but abandoned narrative altogether to focus on the sloganeering and message-making that had been creeping into his work since the mid-‘60s. The films are refreshingly free and frequently exhilarating; it’s also often impossible to even guess at what the fuck is going on, and that goes double for this 2010 effort, a three-movement story of cruise ships, children’s tribunals, ancient Greece, war criminals, and Patti Smith.

Laura Harring in David Lynch's "Mulholland Drive"

6. Mulholland Drive

Likewise, David Lynch is a filmmaker whose dreamlike aesthetic, in-through-the-side-door storytelling, and surrealistic imagery tends to confound literal-minded viewers. It’s hard to pick his most befuddling film, and though the bizarre visual vignettes of Inland Empire and the now-he’s-just-this-completely-different-person-maybe hook of Lost Highway are close runners-up, this viewer has seldom felt as utterly bewildered by a motion picture as I did after my initial screening of Mulholland Drive. Lynch’s 2001 mindfuck was adapted from an abandoned ABC pilot, which he transformed by adding an additional, bookending layer of fever-dream fantasy. Puzzling out its meaning became something of an Internet parlor game that spring; all these years later, it remains both a fascinating puzzle and, on some level, total nonsense.

Still image from "Last Year at Marienbad"

5. Last Year at Marienbad

Cinephiles have spent over 50 years working through the mysteries of Alain Resnais’ ingenious circular narrative, and not all of them took to the challenge; writers Harry Medved and Randy Dreyfuss, for example, hilariously chose it as one of the 50 worst movies of all time in the 1978 book of the same name. There’s no accounting for bad taste, but it’s awfully easy for an impatient viewer to get frustrated by the picture’s enigmatic nature and baffling narrative.

Still image from "Upstream Color"

4. Upstream Color

It’s about pigs, right?

Still image from Stan Brakhage's "The Art of Vision"

3. The Art of Vision

Many of the films on our list have flirted at the fringes of experimental filmmaking, using its style and boldness in the service of unconventional narratives, and those touches are often what confound moviegoers accustomed to more traditional moviemaking. Said viewers just don’t know what to make of experimental films (what does it all mean?), so they’d probably be wise to steer clear altogether of Stan Brakhage’s The Art of Vision, or the Dog Star Man short films (made between 1961 and 1964) that he combined, rearranged, and repurposed to create this 1965 effort. In fact, they might just wanna avoid Mr. Brakhage altogether.

Still image from Stanley Kubrick's "2001: A Space Odyssey"

2. 2001: A Space Odyssey

Stanley Kubrick’s 1968 classic is something of a gateway into movies that make you feel stupid; after all, you’ve often heard about it solely as sci-fi, and maybe even seen some seemingly straightforward clips (opening pod bay doors and the like), so you sit down to watch it, and… what’s with all the apes? And that trip-out Star Gate sequence? And the giant space baby at the end? Occasionally in this lifetime, you will meet people who claim to have understood 2001 completely the first time they saw it; extricate yourself from these people, for they are liars. Frankly, I have a hard time trusting anyone who thinks they understand it fully, no matter how many times they’ve seen it.

Still image from "Primer"

1. Primer

Shane Carruth’s brainy time-travel story (made for all of $7000) eschewed the dumbed-down requirements of a mass audience, going heavy on the jargon, focusing on the “science” half of the “science fiction” label, and cooking up a dizzyingly complex timeline that people have actually had to create charts and graphs to clarify. Most sci-fi coasts on cheap thrills and warmed-over action; Carruth went the other way, crafting the a dense, difficult narrative that rewards — and, to some degree, requires — repeat viewings from dedicated obsessives.

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Jesus people are way to full of themselves...

I am so smart and if Einstein was still alive he will think he is the stupid one...  WTF...  The guy just try to make a list of movies with somehow twisted, complex or weird plot.  He used a spectacular title for his article.  Instead of complaining I prefer the ones that give us more suggestions.  

I will put The matrix, pi and Fight Club on this list...  Even the Sixth sense...  

People are way too serious. 


i have seen many of these films, none of which made me feel stupid...........

B. Jay
B. Jay

If you feel stupid after watching these films, then you weren't smart to begin with


Mindwalk 1990

Liv Ullmann, Sam Waterston, John Heard.  

Based on the book "The Tao of Physics"


you missed memento and eternal sunshine from that list...


As a matter of fact, Burton is about 6'5" and he sat right in front of me ........, so what I mostly saw was the back of his head, and I had to go back the next night and pay to see it again!


I got news for ya bunky, I saw it at the North American press premier in 

Toronto in 1968 (?) at the Glendale theatre and not only "got it" right away, but had to spend twenty minutes after the movie ended explaining it to Pierre Burton and a bunch of other reporters!


I've only seen a few of these films so an expert I'm not, but PI most certainly made me feel pretty darn dumb.


How can you have a list of Mind-bending movies and not have a single film by Alejandro Jodorowsky! If you'd ever seen Holy Mountain, El Topo or even Sante Sangre they would have been 1, 2 and 3 respectively. And how about Tetsuo? Or Akira? Not a bad list all in all tho. There are a couple on there that I'll have to watch now.


I suspect "Chinatown" didn't make the cut because it's become a mainstream classic, but anyone who watches the movie the first time is going to to have a fairly challenging time keeping the many pieces of the story together in your head. It begins with a case of adultery, which then involves murder, and then there's this nefarious plot to rob farmers of their water,  which has something to do with a retirement home, and then there's this thing about incest ... oh, and it has something to do with Chinatown. Seasoned and patient viewers get it, but there likely aren't many people who see it the first time who could explain the plot to their friends.


First, I have to admit...I'm not as cool as I thought I was as I don't know 33.33% of these movies.

I told myself I was going to throw my laptop across the room if Primer was on this list...and you gave it #1...WTF!!!!!!!!!!!!!!!!

Let me explain something to you...the movie is not that mind blowing great by any stretch and the plot is not that impressive. Is it hard to follow? YES! Because the freaking guy who directed (1) had no idea how to tell a good story and (2) I think it was by design. Complicating an idea in an attempt to confuse the viewer hardly makes for a mind bending or "smart" (the opposite of stupid). 

Please people...before you watch this movie...go to IMDB and read the reviews that challenge this mmediocre film. To put it ahead of real movies from real directors (Mullholland) is just "stupid". 

PS. 2001 only made stupid people feel stupid...the rest of us could live with it's message. 

PSS. Donnie Darko...really?


I'd of thought Jacob Ladder would've been on here. 


I saw The Usual Suspects in 1995, and I did indeed feel like a schmuck


i came just to make sure that "primer" was on here. OF COURSE it is. well done, sir.


@LeahTaylor  No that movie was blurred on purpose...it was not impressive and couldn't make one feel stupid because you cannot feel stupid when a monkey writes a story on a wall with it's own feces. Of course you cannot understand it. Give me a week to rewrite a real script and I could have told the same story in a far better way that humans could ingest it!


@anoynamouse @LeahTaylorIf you think the script purposely obscures the movie, fine, go ahead and just look at a written or visual overview of what is going on in the movie, and I bet you will be similarly baffled. There's some compicated ideas in there, even when not obscured by the story-telling film.