>I thought the 3 leads were great

I thought they were good, but not "great." None of the actors really rose or fell in my esteem based on their performances in this movie, which makes it equal to something like 70% of films I watch in that regard.

>I liked how the b&w scenes went forward, the scenes in color
>went backwards & loved how they merged in the middle.

It's yeoman-like in its ability to tell the story, but not necessarily outstanding. The repeated little quick snippets which lead you into a scene ultimately feel too long, and I don't like the flash editing of his flashbacks. But that's a stylistic disagreement, not necessarily a knock. It's the pacing of watching lots of the same material that wears on me in repeated viewings.

>What was the message? I must've missed that.

The monologue he gives at the end (really the beginning) about how as long as everything works and feels good in the moment, what difference does it make? It's some navel-gazing, fifth-grade philosophizing on experience and consciousness that feels overdone.

We get it -- he lives in the moment.

>LOL. This is the same reason why I was shocked to see Fight
>Club so high on Will's list. You just never know tho.

Everybody has their triggers. Memento and Magnolia (which I hate like 100x more) are two really strong bellwethers for me.

>Are you talking strictly about the polaroids, or the
>cinematography in general? The movie looks great to me. The
>production & costume design blend well together. The opening
>scene is still 1 of my favorites ever. The scene where his
>wife was attacked was nicely done as well. I guess I see how
>it still looked a little low budget, but I was so invloved in
>the story I wasn't too concerned. I felt the same way about
>Following.

Cinematography in general. Again -- it's not like sore-thumb sticking out bad or anything, it's just squarely average throughout. Personally, since film is primarily about image, I put VERY high stock in something having photography that really grabs my attention.

Memento is an engaging film because it has a very clever story, but I won't give it many compliments beyond that. As such, it was absent from my top 50, and probably would be from the 100, too.

But like I said -- different strokes. I can understand how people like it, but it generally means our priority in film aren't the same.