Flush with the success of Jaws, Spielberg reportedly turned down offers to direct slam-dunks like Jaws 2 and Superman in order to make the odder and more personal Close Encounters Of The Third Kind. Though ostensibly a movie about space aliens making contact with Earth, Close Encounters is also about post-Watergate paranoia, suburban anxiety, and—again—how humans greet the unknown by drafting untenable plans. While channeling Hawks and Hitchcock once more, Spielberg also nodded to Stanley Kubrick by inserting creepy, mysterious images without immediately explaining what they meant. (The generation of filmmakers and TV writers who grew up with Close Encounters would go on to create shows like The X-Files and Lost, where the goal has been to creep viewers out first, and fill in the blanks later.) Close Encounters is an unusual film with a sprawling narrative and a problematic hero: Richard Dreyfuss, a family man all too eager to ditch his wife and kids in order to go on a flying-saucer ride. Spielberg now says that as a father and husband, he doesn't understand Dreyfuss' choice, and that if he made the movie today, he would probably change that part of the story. But the Spielberg of 1977 knew what he was doing, asking an audience overwhelmed with late-'70s malaise to invest in a character as restless and dissatisfied as they were.

Where Jaws and Close Encounters found Spielberg redefining what genre films would look like from there on, he settled for homage with his next film. With Raiders Of The Lost Ark, a joint venture with producer George Lucas, Spielberg sought to do for classic adventure serials what Lucas' Star Wars had done for Buck Rogers and Flash Gordon, updating the material he liked as a boy, and repackaging it for the blockbuster age. But Raiders is an act of homage that doubles as one-upmanship. The adventure is bigger, the villains nastier, the hero more heroic (with a healthy dash of cynicism to keep him up to date), and, most importantly, the action more impressive. And believable. From the moment we first see Harrison Ford's Indiana Jones running from a rolling boulder, it's clear this world runs on real, however oversized, physics. As elsewhere, the believability helped sell the fantasy. A pair of sequels–one lousy, the other pleasant but lesser–followed throughout the decade. Spielberg and Lucas revived the franchise in 2008.

Released in the summer of 1982, E.T.: The Extra Terrestrial seemed an odd candidate to become the most successful film of all time—a title it held until 1997. Rooted in the raw material of an American suburbia increasingly filled with broken homes, it focused on a family united by a lost alien, which wasn't exactly a rip-roaring quest for the Ark Of The Covenant. (And, in the looks department, E.T. wasn't exactly Harrison Ford.) But by drawing on his experience as a child of divorce and balancing whimsy with slow-mounting paranoia, Spielberg built a spiritual fable that, like E.T.'s method of phoning home, found ways to broadcast meaning using cobbled-together elements of contemporary American culture. Immediately overexposed by a merchandising bonanza that included everything from toys to pajamas to a spectacularly bad Atari game, E.T. found its sweetness overwhelmed by the tackiness around it. But the tackiness has long since dimmed—in part thanks to Spielberg's repeated refusal to indulge in a sequel—and the film now looks like a timeless call for acceptance and transcendence sent from a time and place that's faded into history.

After E.T., Spielberg embarked on a shaky decade of prestige projects and half-realized adventure films, some of which have their merits, but none of which caught the imagination of the public the way his work from 1975 to 1982 did. He started to right the ship of his career in 1993, when he tackled Michael Crichton's bestseller Jurassic Park. Making his first extensive use of CGI, Spielberg delivered an amusement-park attraction every bit as thrilling and savage as the one in the movie. Yet in some ways, Jurassic Park has a lot in common with the shaggier early Spielberg blockbusters. The film has a grandiose buildup, filled with science, philosophy, and teasing glimpses of what's to come. Then the monsters arrive, set loose by a series of errors made by arrogant scientists and ideologues. Spielberg returned to Jurassic Park four years later for The Lost World, and this time brought the dinosaurs to the mainland for a grand finale that revisits the car-smashing and suburban subversion of early films like The Sugarland Express and Close Encounters. But the heroes and villains of The Lost World are a weaker breed, and hardly seem worth terrorizing. When the beasts are finally unleashed, it's like watching the Olympic Dream Team beat up on Greece. If ever Spielberg needs another metaphor for powerful men tampering with a good thing, the making of The Lost World would be a fine subject.

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Intermediate

The same year that Spielberg released Jurassic Park, he made what's arguably his most successful prestige picture, in terms of box office, awards, and enduring value. And yet Schindler's List has been Spielberg's most controversial film, too, with some cultural commentators complaining about the way the director glorifies a non-Jew who saved a handful of people from the Holocaust, rather than providing a proper memorial to the millions who died. (Not to mention the occasional applications of the "Spielberg touch," from the mystical shafts of light to the sentimental John Williams score.) Given the unlikelihood of pleasing everybody, all a filmmaker can do is tell the story he wants to tell, and do it with sincerity and artistry. With Schindler's List, Spielberg made a well-crafted, accessible film about a tough subject, and didn't spare the brutality. He combined a meticulous documentation of the horrors of the Holocaust with a nuanced study of two thorny characters: Liam Neeson's morally hazy munitions-plant owner and Ralph Fiennes' crude, middle-managerial Nazi commandant. These are two men caught up in a combine, with one trying to use the system for good, and the other just following orders. In the oft-mocked scene where Neeson breaks down and realizes "I could've done more," Spielberg gives his hero a slight comeuppance, lest Schindler be the one character in a Spielberg film who makes a plan that succeeds without a hitch.

The justly famous opening sequence of Spielberg's 1998 World War II film Saving Private Ryan makes the violence in his Indiana Jones films look like play. Following American troops as they descend on D-Day Normandy, it focuses on realities of whizzing bullets and the gore they produce. As soldier after soldier gets cut down, the scene provides, insofar as a movie can, a jolting depiction of the grim realities of war and the sheer scale of carnage involved when two countries meet in battle. What follows is, in many respects, just as unsparing. Sent to find the last survivor of four American brothers fighting in the war, Tom Hanks' quiet Captain Miller and a hastily assembled squad embark on what's essentially a glorified PR exercise, a search that ultimately concludes in the hard knowledge that it's sometimes impossible to do good when doing what's right.

After beginning the '90s in semi-disrepute and ending it in triumph, Spielberg rolled into the '00s with a new level of maturity and attendant respect. Critics who might have dismissed him as a panderer a decade ago were now hailing him as maybe the most important American filmmaker of his era; suddenly even Spielberg's big summer action movies had more heft and depth. Minority Report playfully riffs on science fiction and film noir, using a Philip K. Dick story as a jumping-off point for an examination of the human impulse to ignore questions of free will and case-by-case reasoning, in the drive to make law and order more efficient and uniform. But what makes Minority Report such a treat—besides Tom Cruise's dynamic performance as a melancholy cop who gets framed for a murder he hasn't committed yet—is the way Spielberg returns to the "what the hell" weirdness of Close Encounters, throwing in all manner of strange futuristic devices and darkly comic setpieces. The movie ends with a 21st-century approximation of a detective-story drawing-room scene (followed by a too-pat concluding narration that's best ignored) and a clear indication that following the previous year's A.I., Spielberg was in a new, exploratory mode.

Catch Me If You Can followed later that year, plunging Spielberg into the recent past instead of the near future. Con artist Frank Abagnale Jr. was an unusual protagonist for Spielberg, who has generally preferred to focus on everymen thrust into extraordinary situations. Following a character who successfully posed as an attorney, airline pilot, and doctor in the 1960s, Catch Me If You Can reverses the formula, leaving Tom Hanks' FBI agent with the task of ending DiCaprio's career as a rogue, a quest that's ultimately becomes less about preserving law and order than about bringing a stray sheep back into the fold. Abagnale, played by Leonardo DiCaprio with a disarming mix of confidence and vulnerability, is one of a long tradition of Spielberg lost boys—even Indiana Jones was eventually revealed as a man with serious abandonment issues—damaged by a disintegrating family and adrift in a dangerous world he's learned to master only by deception and disguise. The film initially chugs along on frothy moments that capture the joy of being young, handsome, and responsibility-free, but there's a serious exploration of spiritual malaise at the center.

So, too, for all the stomping alien ships and lasers, with Spielberg's 2005 adaptation of War Of The Worlds. Miscast, but not bad, as a working-class divorced dad, Tom Cruise escorts his family through the devastation of an America in the midst of a cataclysmic alien attack. The 9/11 overtones are unmistakable, but no less effective for their obviousness, and the film becomes a disturbing reflection of a nation that's learned to fear. Making chaos out of mundane surroundings, the film explores how nobility and generosity become the first casualty of fear, as the fleeing earthlings prey upon each other in their attempts to survive. Social structures crumble nearly as quickly as the roads and buildings that gave them form, and for a good section of the movie—which, like a lot of latter-day Spielberg films, has trouble seeing its vision through to the end—there's serious doubt whether there will be anything worth saving at the end of it all, and whether those left will still have their humanity intact.

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Advanced

After a few years on the TV beat in the early '70s, Spielberg got his first crack at a major motion picture in 1974 with The Sugarland Express, a modest entry in the post-Bonnie And Clyde "hicks on the lam" movie boom. Goldie Hawn and William Atherton play married ex-convicts who kidnap Texas patrolman Michael Sacks while on the way to retrieve their baby from foster care. As with Jaws and Close Encounters, Sugarland nicely utilizes flavorful overlapping dialogue, pop-culture references, and soft lighting. And while it's Spielberg's least Spielberg-y film, he does show off some visual chops by framing scenes through auto glass and in rearview mirrors, so as to create practical split-screens and practical superimpositions. And in the film's most memorable image, a line of cars hangs behind the anti-heroes, stopping when they stop and turning when they turn. It's a potent visual representation of how problems pile up, as well as a hint of the force Spielberg himself was prepared to unleash.

Spielberg's 1987 adaptation of J.G. Ballard's autobiography-rooted novel Empire Of The Sun puzzled some critics and left audiences shrugging. While it features a loveable kid as a protagonist (a young, but already intense, Christian Bale), it remains one of Spielberg's least instantly inviting films. It's also one of his most rewarding. Bale's character (like Ballard) finds his life as a British child of privilege in Shanghai interrupted by the Japanese occupation during World War II. Separated from his parents (unlike Ballard), he spends the war fending for himself in an internment camp, finding a reluctant, and sometimes dangerous, surrogate father in resident schemer John Malkovich, and dreaming of flying away on one of the planes that regularly take to the sky from a nearby base, sometimes on kamikaze missions. The film never shies away from the grimness and, later, apocalyptic possibilities of war, which constantly do battle with its hero's resilience and hard-battered youthful optimism. Substituting episodic lyricism for forward momentum, Empire plays out the Spielbergian drama of growing up at half the speed and twice the intensity, inching toward childhood's end along a path of dirt, death, and disappointment.

And what of a childhood that can't end? With A.I.: Artificial Intelligence, Spielberg took over a project long-planned by his friend Stanley Kubrick, the story of a robotic child named David (Haley Joel Osment) cast loose by his human family and left to search the world in an attempt to become a real boy. Fixated on the story of Pinocchio (a Spielberg favorite), David has his own Jiminy Cricket in the form of a robotic teddy bear named Teddy, whose practical observations seem at odds with his cuteness, and whose suggestions betray a not-quite-full grasp of the world around him. Like David, he's an amazing machine with evident programming flaws. But does that make him less than the humans who made him? And what divides humanity from this uncanny simulation, anyway? The film asks, and rephrases, these questions with each vignette, never quite coming up with the same answer twice, and seldom finding comfort in the answers it does find. Maybe that's why it left audiences so divided—particularly its ending.

Spielberg's difficulty with endings has become more pronounced in recent years, sometimes leading viewers to expect problems that aren't there. The knock against A.I. is that it reaches a natural conclusion, then tacks on a happy ending in a final scene set two millennia beyond the time frame of the rest of the film. Here, humanity's robotic successors discover and revive David, long-frozen in front of a Blue Fairy statue at Coney Island, having shut down after centuries of wishing to become a real boy. It's the happy ending in which David, transported to a simulation of his boyhood home, chooses to spend one last day with the long-dead mother who never loved him the way he needed to be loved. Then, to all appearances, he shuts down forever, the smile on his face brought about by an illusion he helped create. In a nod to E.T., the moon shines on approvingly as he makes his decision. But it isn't a real moon.

If A.I. is Spielberg's trickiest film, 2005's Munich is his most punishing, and for that, it struggled both at the box office and with a lot of critics—though it was a surprise Best Picture nominee. Beginning with the kidnapping and murder of Israeli athletes at the 1972 Munich Olympics, Munich presents itself as a kind of commando procedural, as Eric Bana leads a team of experts to ferret out and assassinate those responsible for the Olympic mission. As the mission winds on, the team gets sidetracked by new orders from above, as well as their own inability to stay on task. Roughly two hours into an almost three-hour movie, Bana and the audience begin to realize that they've entered one of Zeno's paradoxes, and that somehow they'll end up further away from their goal the more they try to move toward it. Viewers at the time may have been expecting something more jingoistic for the Terror Age, especially coming from a man who'd been making his Jewish heritage paramount. Instead, Munich is a cautionary tale about how revenge tends to be messy and unsatisfying. And speaking of messy and unsatisfying: Spielberg didn't do his film any favors with an awkward scene that has Bana reaching a tearful climax in bed while thinking back on the violence that's already occurred. But scenes like that are also a rebuke to those who consider Spielberg's films soulless and mechanical. A soulless filmmaker wouldn't take the kind of chances Spielberg does on scenes—and even endings—that ring so strangely.

Demerits

At Spielberg's lowest ebb as a director, he helmed two fairly unredeemable films—1989's Always and 1991's Hook—that are interesting primarily for the way they show him struggling to deal with grown-up themes and emotions through the prism of fantasy. In Always, he covers falling in love and saying goodbye to the dead by couching those feelings in a corny remake of the 1943 romantic comedy A Guy Named Joe, complete with ghosts and heavenly emissaries. Hook, on the other hand, is all about parental responsibilities and growing up, and contains one of Spielberg's most painfully personal sequences in its opening five minutes, when a grown-up Peter Pan (played with maximum drippiness by Robin Williams) stresses out over what his children expect of him. Spielberg quickly steps back from the psychologically thorny stuff of Hook's overture in favor of manic adventures in a cheap-looking Neverland, and appearances by a Julia Roberts Tinkerbell spouting inner-child pap like "Be the Pan you are!" Spielberg has said that he views Hook as his farewell to squishy family movies. Apparently, he was done with them before he even started filming.

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Flawed But Fascinating

For 1941, his first World War II-themed feature, Spielberg had a script from two simpatico pals—Bob Gale and Robert Zemeckis, who'd already made the terrific, underseen, Spielberg-produced, Zemeckis-directed comedy I Wanna Hold Your Hand, and would go on to make Used Cars and Back To The Future—and a cast that included everyone from Saturday Night Live stars to Akira Kurosawa favorite Toshiro Mifune. The premise isn't bad either: The film watches chaos unfold as the West Coast prepares for a Japanese invasion. As a contraption, it's fascinating to watch. Spielberg choreographs every movement in the madness, and the cast gives it their all. Big problem: It's not funny. Not one tiny bit.

Steven Spielberg made his first fumbling attempt at grown-up movies with his 1985 adaptation of Alice Walker's The Color Purple—a box-office hit that drew plenty of objections from critics, many of them with good reason. Walker's book is told from the perspective of an abused, neglected, underage, black farmer's wife in the early 20th century, and Spielberg's decision to understand her plight as one of "yearning for escape" cheapens the character, making her just another E.T. (or suburban white kid). Worse, Spielberg's specific sensibilities remained rooted in the color and clamor of old Hollywood, and given a choice between entertaining the audience and rubbing its faces in dirt, he was still inclined to go for the polish. So he ended up giving the slapstick choreography of The Color Purple's juke-joint brawls and marital disagreements more play than the book's carnal sexuality and intense emotional cruelty. On the other hand, Spielberg's crowd-pleasing sense of rhythm and eye-catching visual style—heavy on shafts of light, purposeful shadows, and Hitchcockian forced perspectives—makes The Color Purple engaging and even moving. Toward the end, Spielberg tramples too quickly to get to the scenes of redemption and sunny days, but he does find time to introduce the spiky themes that rest under the sweet candy of his '80s work, by exploring the gaps between the expectations of parents and children, and the decay of social order. More than any of Spielberg's other early features, The Color Purple dramatizes how arrogance and self-interest blinds people to their careless treatment of others.

When Amistad, Spielberg's beautifully presented true-life story of a slave-ship mutiny and the trial that sided with the mutineers flashes back to show the desperate actions of abused slaves trying to escape their miserable conditions, it's as thrilling of a 10-minute stretch as Spielberg has shot. The rest, however, plays out like the sort of static courtroom drama he was never meant to make, right down to the too-easy conclusions. As his sensibility continued to darken, the happy face Amistad puts on history felt too forced.

After Spielberg took two years off following the masterful one-two of Minority Report and Catch Me If You Can, fans expected more from the fanciful 2004 romantic comedy The Terminal than the movie was able to give. From Tom Hanks' thick Eastern European accent to the trumped-up, lightly absurdist account of his character's nine-month attempt to clear up his paperwork and leave the airport, The Terminal takes a true story about the fluidity of borders and turns it into a pat "little guy against the system" fable. And yet, on its own terms, The Terminal is charming, reminiscent of the sophisticated screwball comedy of Preston Sturges and Ernst Lubitsch—neither of whom always cared whether their movies stayed rooted in reality. And the airport terminal set, inspired by Jacques Tati's masterpiece Playtime, is a thing of infinite wonder and beauty. Spielberg plays with the multiple frames allowed by split-levels, storefronts, and security monitors, and subtly plays out a lot of his pet themes: the desire to peek behind curtains, the importance of individual dignity, and the way humans create social systems that bind us more than we intend.

Misc.

Not much of Spielberg's early TV work is available on DVD, aside from a couple of episodes of Night Gallery, one episode of Columbo, and the TV movie Duel. (Missing: Two more TV movies, and a handful of episodes of the likes of Marcus Welby M.D. and Owen Marshall: Counselor At Law. Universal owns all of these… surely a complete box set of Spielberg's early work would be a good business decision, yes?) But even those few readily available samples provide evidence of a clever filmmaker, emphasizing master shots over close-ups in order to create a sense of scope on a low budget, and already developing his career-long fascination with humanity's excessive and frequently misbegotten attempts to impose systems on the organic. In Night Gallery's "Eyes," for example, Joan Crawford plays a bitchy blind socialite who inadvertently wastes her ocular transplant, while in "Murder By The Book," the first regular episode of Columbo (and what Spielberg described as "the best script that anybody had ever given me"), Peter Falk's dogged detective picks at mystery writer Jack Cassidy until his perfect crime unravels.

"Murder By The Book" also presages the tautness and visual wit of Duel, a slim Richard Matheson story that Spielberg padded into a 90-minute feature by artfully assembling a string of insert shots. Dennis Weaver plays a harried businessman who passes a tanker truck in the California desert and soon finds that same truck mercilessly riding his bumper. On the DVD, Spielberg explains that he considered Duel an experiment in pressuring an audience, keeping us hooked for as long as possible with a minimum of plot and character. But he also squeezes a lot out of Weaver's general discomfort as a civilized guy out of his element, unsure how to relate to working-class types, and gradually becoming more and more of a prick about it.

In the mid-'80s, Spielberg became interested in returning to TV, first by making a big-screen version of Rod Serling's The Twilight Zone with a few of his director buddies, and then by landing two seasons of the anthology series Amazing Stories on NBC. Spielberg's contributions to The Twilight Zone and Amazing Stories come from the heart of his twinkly, cutesy phase, when he was all about stock Hollywood archetypes and quaint magical realism, so they're kind of hard to watch. But even more significant than Spielberg's own work is the opportunities he gave to friends and protégées like Joe Dante and Robert Zemeckis. Spielberg has shown less interest than he used to in being a producer, but he's nurtured the careers of several filmmakers (including his recurring star Tom Hanks), and has remained one of the more socially connected directors in Hollywood, staying friends (and occasional partners) with his old pals Martin Scorsese, Brian De Palma, and George Lucas, while also cozying up to new-breed blockbuster filmmakers like Peter Jackson.

The Top 5

1. E.T.: The Extra Terrestrial

We all hope there's something out there bigger than our fears. Spielberg visualized that something more as a wrinkled, endlessly benevolent monster from space.

2. Close Encounters Of The Third Kind

Or maybe the search for transcendence matters more than the finding of it, as in this earlier film that used UFO culture to house a quest for something beyond the mundane.

3. Raiders Of The Lost Ark

Looking for God, or at least an artifact of the divine, plays a central role in the first Indiana Jones adventure, too, but it never gets in the way of the pure entertainment of one amazingly realized action setpiece after another.

4. Schindler's List

Spielberg began to grapple with history in earnest with a true-life tale of a man who, after living with no particularly strong moral convictions, saved more than a thousand Jews from Nazi concentration camps. The hope comes in spite of a portrayal of the Holocaust that's unsettlingly graphic, and in Ralph Fiennes' character, a portrait of evil rooted in commonplace selfishness.

5. Empire Of The Sun

From the start, Spielberg knew how to tell stories with images. This is the film in which he learned that images could sometimes be stories in themselves.