od help you if you use voice-over in your work, my friends. God help you! That's flaccid, sloppy writing. Any idiot can write voice-over narration to explain the thoughts of a character.”

So says writing guru Robert McKee (as played by Brian Cox) in Adaptation, and more often than not, he’s probably correct. When executed just right, however, voice-over can work real wonders, not only in the service of advancing a film’s narrative or spelling out a character’s feelings, but also as a means of creating distance to interpret what’s on screen, with the narrator, in a sense, a surrogate audience member. Below are ten such exemplary cases.

10. The Stars Are Beautiful (1974)
Most of Stan Brakhage’s films are silent. This eighteen-a-half-minute effort, included on Criterion’s excellent two-disc “By Brakhage” set, is a rare exception. Brakhage’s oral meanderings may sound a bit curious, to say the least, especially paired with images of children clipping a chicken’s wings. Take a peak at the liner notes, however, where Brakhage expert Fred Camper explains: “…this grew out of a verbal game that Stan and Jane [Brakhage’s first wife] used to play, in which Stan would write down answers to the query, ‘Tell me what is in the sky,’ and they would discuss his answers together.” Interesting stuff, at any rate.

09. Sunset Boulevard (1950)
William Holden’s cynical, beyond-the-grave narration is an essential ingredient in Billy Wilder’s classic, establishing the film’s fatalistic tone from the get-go. In view of structurally similar subsequent endeavors (for example, Kevin Spacey’s cringe-worthy work in American Beauty), Wilder’s film only looks better, for never allowing its narrative conceit to devolve into a heavy-handed gimmick.

08. The Piano (1993)
We only hear Holly Hunter’s affected Scottish accent twice during the course of Jane Campion’s film—at the beginning and at the end, both times as voice-over. Her character, Ada, is mute, as she explains in the opening segment: “The voice you hear is not my speaking voice—but my mind's voice.” The epilogue is down-right haunting, concluding with a recitation from 19th century British poet Thomas Hood’s “Silence” over a shot of Ada’s beloved titular instrument, sunk to the bottom of the sea.

07. Fallen Angels (1995)
Wong Kar-wai is current cinema’s equivalent to baseball’s “five-tool” player. He composes exquisite shots; masterfully directs actors; possesses an uncanny knack for narrative rhythm; knows exactly how (and when) to use music to compliment (and comment on) his images; and employs voice-over more effectively than just about any of his contemporaries. This masterpiece features perhaps Wong’s finest work to date in the latter area. Its final scene is particularly golden, with Michele Reis hitching a ride on the back of her beau’s bike as she confesses: “…the road home isn’t very long, but at this moment, I’m feeling such lovely warmth.” Self-admittedly ephemeral--and swoon-inducingly romantic.

06. The Magnificent Ambersons (1942)
In contrast with his flashy star turn in his Greatest-Movie-Ever-Made(-It’s-Official!) directorial debut, Orson Welles never appears on screen in his second feature, though his tremendous presence can be discerned in every frame. This is partly because his adaptation of Booth Tarkington’s novel about a wealthy Midwestern family’s (and, implicitly, America’s) fall from grace is the most personal statement Welles ever put to celluloid, and partly due to his warm, witty baritone gracing the soundtrack as our humble narrator.

05. Diary of a Country Priest (1951)
As with nearly every aspect of his aesthetic, Robert Bresson’s use of voice-over stands decidedly apart from the rest of the pack, despite leagues of art-house imitators copping his style. Susan Sontag dubbed Bresson’s method “doubling,” in that bits of narration seem to simply mimic what’s occurring onscreen. In Bresson’s version of Georges Bernanos’s novel, Claude Laydu’s priest reads passages from his journal that seem to match his on-screen actions, a technique which may well appear odd or even superfluous to the uninitiated viewer. It’s through such quotidian repetition, however, that we progressively come to recognize the priest’s spiritual distress.

04. Histoire(s) du Cinema (1988-98)
For Godard-haters, this eight-part, four-and-a-half-hour video work would undoubtedly prove nothing short of unendurable, but for admirers, it’s the crowning achievement of his underappreciated late period, if not of his entire, turbulent career. Over film clips and archival footage, Godard ruminates on the symbiotic, often problematic relationship between cinema and 20th Century history. (A note of honorable mention here goes to Martin Scorsese’s My Voyage to Italy. Taxi Driver and GoodFellas both contain far more famous examples of voice-over, but, for my money, I’ll take Scorsese’s poignant reflections on Italian cinema over either.)

03. Badlands (1973)
In Terrence Malick’s first feature, Sissy Spacek is cast as the Caril Fugate to Martin Sheen’s Charles Starkweather, but Natural Born Killers this most certainly is not. One major element that separates this from virtually every other on-the-lam flick is Spacek’s narration, by turns, precocious and eerily dispassionate.

02. The Thin Red Line (1998)
As a die-hard Joyce fan, I typically shudder when people casually describe things as “Joycean,” but I’ll make a glad exception for Malick’s ethereal adaptation of James Jones’s not-very-Joyce-like-at-all World War II novel. To complain that it’s bad poetry is like quibbling over the grammar in the Penelope monologue.

01. Days of Heaven (1978)
No one does voice-over better than Malick. I guess you could argue that anointing his only three features (his fourth, The New World, is finally due out later this year) atop this list is some form of overkill, but I’d instead call it justice served. His second movie gets the edge, in my book, with child-actor Linda Manz’s observations of life on a turn-of-the-century Texas farm layered over Ennio Morricone’s lush musical theme and some of the most breathtakingly beautiful images ever captured on film. If Malick’s depiction of the story’s love-triangle doesn’t seem to work quite the way it should, it’s because we’re watching it play out through Manz’s character’s young, only passively interested eyes. She’s more fascinated by bugs and mud and the way the wind blows through the wheat fields than by the actions of the adults around her. Thanks to Malick’s singularly masterful approach, we are, too.