I'm gonna have to agree with 2001, because any movie that needs a book to be read to understand the movie is a failure, in my opinion. Every other aspect of the film was fine (except that chimp prologue. That went on far too long for the simple story it told.
I massively agree with Schindler's list. Aside from being way too needlessly long, two parts really killed it for me- the first was the last time you see the red coat girl. I found that the use of colour for that alone seemed to imply that I would not have recognised that it was the same kid without it, which I found an overwhelming insult to my intelligence.
The second part was when Schindler just broke down about not saving enough Jews. We'd seen him in far worse situations, and confronted with imagery of such a barbaric nature that his ability to remain composed seemed total. Then, at the end of the film, he's groping wildly at his possetions to try and save more Jews like it may still make a difference- completey distraught and borderline insane. If someone told me that really happened I suppose I'd accept it, but to me that was so out of place with the composed way in which the character played through the rest of the film. All around, I thought The Pianist was a much, much better Holocaust movie.
OK- Flame shield up:
For me it's Scarface, Inception, and, uh... well, Ghost in the Shell.
Scarface because there is absolutely nothing remarkable about it. It's just a standard rise and fall story. I have no idea why it is seen as better as any of the others. Is it the brutality of it? Other films of the time seemed to do just as much. Is it the fantasy of having a drug empire or something? Can't say I can understand the merits of that, either.
Inception, because the only truly amazing things about it are the soundtrack, and when Ellen Page first starts messing with the world. Everything else just isn't as imaginative as it thinks it is. Also they keep establishing rules, then breaking them over and over while still being alright. That really pissed me off. If they wanted to do that they should have made it a TV series so they'd have the time to make it look less BS. It also bothered me the way the snow sequence is supposedly inspired by On Her Magesty's Secret Service, but is total garbage by comparison. They did nothing with it! a few snow jeeps and a building collapses again, basically, compared to the edge of your seat ski-chas down the mountain and subsequent manhunt in town and the car chase through the blizzard in OHMSS.
As for Ghost in the Shell, well... there's nothing wrong with having a philosophical side to an action movie, or action in a philosophical movie, but if you're going to have the majority of the film about navel gazing, at least have more than half a page's worth of material to work with! Mamoru Oshii seems hellbent on taking interesting questions of life and stretching his films out as far as humanly possible -and-then-some- just to make them seem really deep. Granted, at least 'GITS' had more to say than the utter waste of time 'Sky Crawlers', but there is still waaay too much time taken up by wooden characters doing absolutely nothing whatsoever.
That's why I actually really enjoy the GITS Show- you still get your dose of philosophy and questions of robots and souls, but the show just doesn't have enough time to dwell on them for too long, so they're forced to cut it short so we can get to the actual police procedural/team banter/kick-ass action sequences that actually give the show some meat to it. Oshii may love to give us something to think about after watching his work, but he forgets that you need something to watch during the work, as well.
Then again, I though Steamboy was better than Akira, so what would I know, right?