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In preparation for Ben Affleck's directorial debut ('Gone Baby Gone'), we highlight our favorite actors-turned-directors ...

By Kim Morgan
Special to MSN Movies

Though the term is sometimes discussed with disdain by elitists, the actor-turned-director has proven to be an impressive evolution (or merging) since the beginning of cinema. From film pioneers like Buster Keaton and Charlie Chaplin to innovators like Orson Welles, Elia Kazan and John Cassavetes to icons like Warren Beatty, Robert Redford and Clint Eastwood to major stars like Kevin Costner, Mel Gibson and Tom Hanks, an impressive array of directors have worked both sides of the camera with distinction. Add actors such as Sean Penn (who has made some great pictures, including his latest, "Into the Wild"), Denzel Washington and Sarah Polley into the mix and you'll see that the double-duty directors are a talented brood that appears to be increasing.

Video: MSN talks to Ben and Casey Affleck

The newest addition to this multitasking film family is Ben Affleck, whose bleak adaptation of Dennis Lehane's "Gone Baby Gone," starring brother Casey, Morgan Freeman and Ed Harris, is already garnering positive buzz. So, with Affleck's work from the director's chair in mind, we're looking at some of cinema's most interesting movies directed by actors. Excluding actors largely associated with their directed work (which leaves off filmmakers and actors like Keaton, Kazan, Cassavetes, Eastwood, Woody Allen and more), we're focusing on filmmakers who surprised, inspired and impressed with their unique turns behind the camera. Some made just one film, others crafted more, but all brought something unique to a screen they know so well.

10. "One-Eyed Jacks" (1961)

Director: Marlon Brando

Famous (and infamous) for being Marlon Brando's lone stab at directing, "One-Eyed Jacks" has remained underrated, underseen and misunderstood since its messy release. Coming in an era when the creative actor (and sometimes genius) would find difficulties in many of his roles, it's not surprising that when problems arose he simply decided to direct himself in this creative Western -- and replace Stanley Kubrick no less. The picture began with a rocky start -- first with "Twilight Zone" creator Rod Serling's initial rejected treatment; second with Sam Peckinpah's nixed screenplay (Kubrick didn't like it, so Brando fired Peckinpah); and third with new scripter Calder Willingham, who, with Kubrick, was also eventually canned. That left Brando to hire himself as director, resulting in a four-hour cut that was extensively trimmed by Paramount to 141 minutes. The story finds bank-robbing Brando facing off with his ex-partner and betrayer (Karl Malden) -- a man who became a "respectable" sheriff while Brando served five years in a Mexican prison. After Brando escapes and learns what Malden's been up to, he seeks revenge, resulting in an affair with Malden's adopted daughter (played by Pina Pellicer), a situation with the imitable Timothy Carey, and a final showdown with Malden. Though many critics find the film aimless and overly long, the picture, even with its messy backstory and clipped final product, remains an interesting, moody, richly realized Western that is, not surprisingly, beautifully acted by Brando and Malden.

9. "Trees Lounge" (1996)

Director: Steve Buscemi

Indie icon and character actor extraordinaire Steve Buscemi made an impressive debut with his first feature-length film, the semi-autobiographical "Trees Lounge." Inspired both by the gritty, personal work of John Cassavetes and his own possible life had he not become an actor, "Trees Lounge" is a rare character study that allows its protagonist to be a loser -- and not a heroic or pitiful loser, but a regular loser, the kind of guy you really would see sucking his days away at the local watering hole. The bar here is the film's title, and Buscemi's character of Tommy, a 31-year-old Long Island resident, is a man adrift. Recently fired from his mechanic job and losing his girlfriend to his boss, Tommy eventually finds new employment driving an ice cream truck and has a short affair with his ex's 17-year-old niece (played by Chloë Sevigny). But these changes don't exactly change him, and he spends the movie hanging with friends (played by an excellent supporting cast including Seymour Cassel, Anthony LaPaglia, Debi Mazar, Carol Kane and Samuel L. Jackson), drinking, attempting to do drugs (the running joke is that he never gets to) and basically heading toward his future as middle-aged, permanent barfly. Not relying on easy dramatics and big moments, Buscemi accomplished the tougher task of crafting a funny, depressing and delicate picture that, like a bar tab, lingers longer than you expect.

8. "Big Night" (1996)

Director: Stanley Tucci and Campbell Scott

"Big Night" is such a feast (literally, in some moments) for its actors, that it's not terribly surprising two actors directed the picture. As directed by Stanley Tucci and Campbell Scott, "Big Night" is the filling story about two Italian brothers, Primo (the poignant Tony Shalhoub) and Secondo (Tucci), attempting to save their wonderful New Jersey restaurant in the highly photogenic backdrop of the 1950s. Arguing over just how to save their establishment in a greedy world that cares for neither quality nor artistry, the brothers soon learn that jazz great Louis Prima will be stopping in, and in response set out to create the ultimate multiple-course Italian meal. The centerpiece dish is timpano, a layering of meat, pasta and pastry that requires two days of preparation, but, as filmed by Tucci and Scott (who must be food lovers), all of the picture's food is staggeringly delicious. The picture's greatest moment is a relatively simple scene and one that occurs at its finale -- a quiet moment where the fighting brothers wordlessly forgive one another over the everyday act of making eggs and eating bread. Delicious.

7. "Ride the Pink Horse" (1947)

Director: Robert Montgomery

Cool leading man Robert Montgomery (star of "Mr. & Mrs. Smith," "Here Comes Mr. Jordan" and "They Were Expendable") made a few interesting pictures in the 1940s, chiefly in the genre of film noir. His experimental adaptation of Raymond Chandler's "Lady in the Lake" (shot entirely from Philip Marlowe's POV) is one of the genre's most interesting curios, but the strangely titled "Ride the Pink Horse," adapted by the great Ben Hecht and Charles Lederer from a novel by Dorothy B. Hughes, is his most notable effort. Montgomery stars as the picture's mysterious protagonist, Lucky Gagin, an ex-GI drifter who seeks money and revenge from the sadistic gangster Frank Hugo (played by Fred Clark), the creep who murdered his best friend. The story twists when the FBI enters the picture and Lucky takes refuge at an old carousel run by carnival ride operator Pancho (a terrific Thomas Gomez) and meets the young and attractive Pilar (Wanda Hendrix). Boasting marvelous performances by everyone, with Montgomery leading the proceedings with an alienated, brooding, bitter character, "Ride the Pink Horse" conveys palpable postwar aimlessness. And it gives us the satisfaction of knowing what the title means: Lucky thinks all the horses on the merry-go-round look the same, something that leads him to tell a girl (who is asking which horse to ride) that she "might as well ride the pink one." Stylish, fascinating and complex, "Ride the Pink Horse" is an underseen gem.

6. "Dead Man Walking" (1995)

Director: Tim Robbins

Famously liberal Tim Robbins directs a movie about capital punishment without polemics, without picking simple sides and with just enough emotional shading to make even the staunchest anti-death-penalty advocate think twice for just a moment. But only for a moment, as we know what side of the fence Robbins is on. And yet, amazingly, that never clouds the issue, as the actor intelligently made "Dead Man Walking" -- the real-life account of Sister Helen Prejean (played by Susan Sarandon), who works with a death-row inmate (played by Sean Penn) -- without letting its murderer off the hook for his monstrous actions. As Penn's clearly guilty character, a man who raped and murdered an innocent couple, discusses his emotions with the sympathetic nun, Robbins uses flashbacks of his crime to cleverly remind us that this man is, indeed, an awful person. Instead of allowing us to settle into feeling sorry for the condemned man, he makes the viewer confront the criminal's actions while pondering the principles of the matter. Powerfully acted by Penn in one of his greatest performances, "Dead Man Walking" is dark and thoughtful and, as it should be, extremely depressing. It makes you ponder not necessarily whether a person deserves to die or not but the morals and system involved in that decision.

5. "The Hitch-Hiker" (1953)

Director: Ida Lupino

In the 1930s and '40s, Ida Lupino earned deserved esteem as an actress with her tough, sensitive performances in movies like "High Sierra," "They Drive by Night" and "Road House," and would continue her talents into the 1950s with "The Big Knife," "While the City Sleeps" and "On Dangerous Ground." But the intelligent, unique and creative actress spent time studying the mechanics behind the camera, resulting in her directorial debut, "Outrage," in 1950, a thoughtful, emotional B-thriller that took on the controversial subject of rape. Throughout her career as a director (she made seven pictures), Lupino would continue to approach taboo subjects with sensitivity and grit ("The Bigamist" is another interesting standout), but her greatest film is the intriguing psychodrama "The Hitch-Hiker," starring Edmond O'Brien, Frank Lovejoy and a brilliant William Talman. Chronicling a horrifying road trip in which two fishermen (O'Brien and Lovejoy) pick up a deranged hitchhiker (Talman), Lupino directs with shadowy menace and intense anxiety (mirroring postwar anxiety) in this very tight character study/thriller. Though she called herself the "Poor man's Don Siegel," she was dubbed the "Queen of the B's" and enjoyed a successful career (especially for a female director), making a string of entertaining, thought-provoking pictures that stand the test of time.

4. "Quiz Show" (1994)

Director: Robert Redford

Though Robert Redford had already made three critically acclaimed pictures before this one (Oscar-winning favorite "Ordinary People," "The Milagro Beanfield War" and "A River Runs Through It"), "Quiz Show" remains the good-looking leading man's most assured, complicated and entertaining effort -- his greatest film so far. Based on the true story of shamed Columbia University English professor Charles Van Doren, the movie takes us behind the scenes of one of the 1950s' biggest pop-culture scandals: the fixed quiz show "Twenty-One." Van Doren, a WASP-y, handsome, TV-friendly intellectual (wonderfully played by Ralph Fiennes) becomes a national celebrity with his winning streak on the show, something that a former contestant (and fellow cheater), the twitchy, nerdy Herbie Stempel (an almost over-the-top John Turturro), is enraged over. When the situation is called to attention, Rob Morrow comes to investigate, befriends Van Doren and, like the audience, becomes charmed, even sympathetic toward an essentially insecure man. Dissecting the cult of personality, the siren call of celebrity, and the questionable ethics of a new medium called television, Redford shows that a loss of innocence is often a complicit one. Were we ever so innocent?

3. "Little Murders" (1971)

Director: Alan Arkin

Alan Arkin had quite the challenge on his hands when he decided to direct what would turn out to be an impressive, pitch-black screen adaptation of Jules Feiffer's stage play, a disastrous production that only lasted seven days in its initial 1967 run. The movie fared better, though not by much, and has remained a deserved cult item since its release. Expressing the unease and understandable neurosis ending the 1960s (Feiffer wrote the play partially in response to the Kennedy assassination), the picture merges comedy, violence, romance and anxiety with a jangling wit that makes viewers increasingly unsettled, putting them on the precipice of cinematic nervous breakdowns. Elliott Gould plays a photographer and "apathist" who allows violence upon himself while his girlfriend (played by Marcia Rodd) receives daily obscene phone calls from unknown perverts. The disparate lovers get married (for whatever reason) but happiness isn't their future as their personal problems increase and New York becomes even more violent and dystopian. Arkin bravely paints broadly here, with standout performances (Donald Sutherland is especially memorable as a hippie minister) and set pieces (the first meeting of the family is brilliantly anarchic and hilarious) that pile up the movie's absurdities and yet weirdly realistic feel for the anxious. A cultural panic attack of a movie, the disturbing "Little Murders" is something of a masterwork and unlike anything you've ever seen.

2. "Reds" (1981)

Director: Warren Beatty

Can you imagine the pitch meeting for this one? Warren Beatty, an already famous matinee idol/well-respected producer who at this point had only co-directed "Heaven Can Wait" with Buck Henry, drops a four-hour romantic, historical epic about communism and the American left on the studio's lap ... during the peak of the Reagan administration. That they gave him the green light to not only star in but also direct the costly production proves how persuasive Beatty was and probably still is. And that the picture ended up such a richly realized, brave and passionate picture is testament to his talent -- "Reds" remains his most impressive picture as a director. Chronicling the real-life adventures and political consciousness of American journalist-activist John Reed (Beatty) and his tempestuous romance with feminist writer Louise Bryant (Diane Keaton), Beatty directed, co-produced and co-wrote this stormy, leftist history lesson with an intriguing mixture of uncompromised politics and glamorous idealization. With the exciting era of pre-World War I radicalism serving as backdrop and the tumultuous Russian revolution making a memorable appearance, the movie could have sufficiently worked as a "Gone With the Wind" gone commie, but it's much more complicated than that. With remarkable performances by Beatty, Keaton and especially Jack Nicholson as playwright Eugene O'Neill, the picture also lays bare the complexities of emotional liberalism, something Beatty was probably well acquainted with. Beatty excels in political filmmaking (as proven in his near brilliant "Bulworth"), and, as much as I love him on the big screen, I wish he'd take another go behind the camera.

1. "The Night of the Hunter" (1955)

Director: Charles Laughton

It's hard to believe that the brilliant, poetic masterpiece "The Night of the Hunter" was Charles Laughton's sole directorial effort, and yet it is not so hard to understand: A picture this lyrical is hard to come by and certainly tough to top, by anyone. Laughton, a respected actor of stage and screen, famous for "The Private Life of Henry VIII," "The Hunchback of Notre Dame" and other iconic performances, adapted Davis Grubb's novel (with film critic James Agee as screenwriter) into an expressionistic children's fairy tale/nightmare, utilizing dreamlike angled compositions (by cinematographer Stanley Cortez), chilling religious motifs, dark humor and disturbed perversity to full, elegiac effect. Casting Robert Mitchum was just one of Laughton's ingenious moves, giving the barrel-chested leading man his greatest, scariest performance -- electrifying the picture with a deep uneasiness and inspired weirdness. As the handsome and hatefully dangerous hymn singing "Preacher" who seduces vulnerable women only to take their money (as well as their lives), Mitchum's demented faux reverend Harry Powell hunts down the two children of poor Shelley Winters with big talk, questioning threats ("Where'd you hide the money Pearl?") and finally, just plain murderous intentions. From its most famous scene involving Mitchum's love and hate speech using tattooed knuckles, to Winters' beautiful yet horrifying watery grave, to the frightfully gorgeous way Mitchum sings ("Leaning on the everlasting arms"), especially with pure-hearted Lillian Gish, every inch of this picture is absolutely amazing.

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Kim Morgan is a film writer for the LA Weekly, Fandango and Reel.com. She was a film critic for The Oregonian and has written about movies for various print and Web media. She served as DVD critic on Tech TV's "The Screen Savers" and has appeared as guest film critic on "Ebert and Roeper," AMC's "The Movie Club With John Ridley" and on E! Entertainment. She writes the MSN Movies blog.