Leading an empty suburban life with his uptight, real-estate-agent wife, Carolyn (Bening), and depressed teenage daughter, Jane (Birch), sardonic forty-something Lester Burnham (Spacey) decides to overhaul his body — and his life — when he falls madly in lust with gorgeous, nubile Angela (Suvari), Jane's flirtatious best friend. Talk about your mid-life crisis: Lester's deciding to live on the edge, but where will this take him?

This superlative drama by director Sam Mendes peers at the dark side of American middle-class life with ripe, risqué humor and aching poignancy. Both screenwriter Alan Ball and cinematographer Conrad L. Hall were honored along with Mendes at the 1999 Academy Awards for their evocation of suburban alienation, but Spacey also deserved all the acclaim he received for bringing Lester to life (including a Best Actor Oscar). Working in a subplot involving Lester's new neighbors, an unhinged Marine (Cooper) and his artsy, drug-dealing son (Bentley), Mendes gives this "Beauty" a gut-wrenching finale that completes Lester's transformation.