There are numerous films that went way over my head the first time, but I thought were brilliant on another viewing.  Bridge on the River Kwai was one, and also La Dolce Vita and Children of Paradise.  Unfortunately there is the film that you may see twice that still is overrated.  Now call me crazy but maybe I need three viewings to appreciate Vertigo, which I think is the second lowest Hitchcock film (excuse me but The Lady Vanishes is the lowest).  Rules of the Game remained overrated on a second viewing.  Once it is released on DVD next January I will probably try it for the third time.  It is close to a masterpiece, but I still prefer Grand Illusion and Boudu Saved From Drowning.