The second was The Island. I found this movie chilling -- it combines all the bad things about social and genetic engineering into a genuine distopia. Once the action starts, though, it doesn't let up -- the movie has some top-notch stunt-work.
If you have any interest at all in the Paranoia RPG, watch this. The institute is just like Alpha Complex except everyone would wear black and the censors would wear green. It makes it clear just how claustrofobic an environment is where your every move is recorded and tabulated, where you have very little control over your own fate -- where everything is a facade for something very sinister...
The weak point is the movie's idea that memories are somehow genetically encoded. That's just bullshit, and with a few adapatations to the plot it would have made more sense. A missed chance here.
The cool thing is that the movie works on different levels. Want an action movie? Sure, go see it. Want a social critique? Sure, go see it.