“I’m the guy you buy.” | Michael Clayton (2007)


It starts in the office of an expensive New York law firm, sometime in the middle night. Cleaners are out vacuuming the floors. On the whole the place seems deserted. Then we hear the voice-over. We don’t know who it is. We don’t know what he is talking about. As he rambles on in a manic and urgent fashion it becomes clear we can’t even really make heads or tails of what he’s talking about. Beneath his voice, an ominous musical score begins to ratchet up in intensity. Then we see some people are up and about this late. A clerk pushes a trolley full of documents down a corridor, until he bursts into a massive room that is filled with lawyers. The narration stops. The music dies. Suddenly we’re in a maze of people – some writing, some typing on laptops, some talking in hushed tones to each other or on mobile telephones. Something very big, and very dreadful, seems to be going on.

It’s a bizarre way to begin a motion picture. It asks us to be interested from the get-go despite not giving us a single character to latch onto. It gives us a voice-over, but it’s a speech in media res by a character (Arthur) who we have yet to meet. His monologue is without context and doesn’t make too much sense. Despite that, the film presents a near miraculous combination of visual imagery and sound that completely grabs our attention. The music clues us in that something very tense and suspenseful is going on, and we’ve seen so many movies in our lives that we immediately hear it and feel tense. Arthur’s words, which barely seem coherent, contain enough identifiable phrases and moments to draw us in. We want to know – what the hell is going on here?

Most surprising of all is that the sequence is the work of first-time director Tony Gilroy, who after a 15 year career as a Hollywood screenwriter made the leap to calling the shots himself. He made the leap in Michael Clayton, a widely acclaimed and commercial successful movie drama that was released worldwide in late 2007. The film stars George Clooney, Tilda Swinton (in a role that won her an Academy Award), Sydney Pollack and Tom Wilkinson. I saw it on DVD in early 2008. I haven’t quite managed to get it out of my head since – it’s one of those movies that is so exceptionally made that it burns into the memory and sits there, daring you to find a film anywhere near as effectively written, directed and performed.

Arthur’s opening monologue is incredibly long for a film industry where speeches longer than a paragraph are looked on with a combination of incredulity and paranoia. The original version of the speech in Tony Gilroy’s screenplay is even longer, running to about four pages of non-stop, adrenalin-filled ranting.

This is, to my mind, what you might call a ‘writer’s movie’. It isn’t simply a case of one creative figure writing and directing the film – that happens all the time. It’s a case of a talented screenwriter taking up directing: more than most other Hollywood film productions the cast, photography, design, music and mise-en-scene of Michael Clayton exist solely to service and express Tony Gilroy’s outstanding, haunting screenplay.

It’s also that elusive kind of film that gets better, more rewarding, and more visibly nuanced every time you re-watch it. It’s not just a good film – it’s a great one. Let me explain to you why.


If there’s an argument for creativity being genetic, Tony Gilroy might be one of them. His father is Pulitzer-winning playwright Frank D. Gilroy (The Subject Was Roses). His brother John is a film editor. His other brother Dan is, like Tony, a screenwriter.

Tony Gilroy is not just a successful Hollywood screenwriter – he is also one of its most sought-after. He made his writing debut on the 1992 film The Cutting Edge and subsequently scripted or co-scripted a string of successful motion pictures including The Devil’s Advocate, Proof of Life, Armageddon and The Bourne Identity.

He has a particular gift for dialogue. His characters speak in ways that are wonderfully enjoyable to hear. When explaining his writing process, Gilroy noted: ‘I write hundreds and hundreds of pages of dialogue. That’s the phase where everything is in the most state of flux. That’s the stage where I really want to be free.’[i]

Some viewers and critics have noted a common thread of mistrust and paranoia in Gilroy’s screenplays, something Gilroy himself disputes: ‘People say, “Oh man, there is so much paranoia in your work. There’s paranoia in The Devil’s Advocate. There’s paranoia in the Bourne movies. There’s paranoia here. What are you so afraid of?” But, they say this, and that misses the point for me. The actual linkage of all those films really is the fact it’s a pretty strong effort to put the hero inside the villain.’[ii]

The initial inspiration for Michael Clayton came while Gilroy was writing the 1997 thriller Devil’s Advocate, which starred Keanu Reeves and Al Pacino. That film, like Michael Clayton, was based around a high-profile New York law firm – although beyond that basic similarity, the two films could hardly be more different.

‘I was struck,’ said Gilroy, ‘how all these huge New York City law firms I visited had a large, wood-panelled room, but no one ever used it. The real action was in a vast backstage area where strategies are devised.’[iii]

It was the realisation that law firms must employ lawyers who work exclusively behind the scenes, without ever really being seen by the clients or exposed to public scrutiny, which gave Gilroy the foundation for Michael Clayton. This concept collided with a particular anecdote he was told while researching Devil’s Advocate. ‘I heard a very disturbing story,’ he said, ‘about a case that had gone on for many, many years. There had been a bad document – a document that had never come out in discovery – discovered at the very, very last minute by a very young associate at, literally, like 3 o’clock in the morning, who was cleaning out a room when the settlement was just about to be made.’[iv]


Michael Clayton tells the story of a back room lawyer, a ‘fixer’ for a major firm, who is brought in to assist when the lead counsel in a high profile lawsuit has a mental breakdown and starts giving evidence to the plaintiffs. When he finds himself targeted by the same corporate figures his own firm is representing, it forces him to face up to his own failures in life and to seek a way out.

The plot of the film is relatively slight, and certainly uncomplicated. Where it excels is in the beautiful manner in which it is told and shot – with several key sequences leaping out at the viewer – and in its stunning central performances. Correspondingly it’s worth discussing the actors and their roles in particular. The plot stands for itself.

It’s not a surprise that, in a film named after its protagonist, Michael Clayton is very tightly focused on the one character. When interviewed about the film, Gilroy noted that ‘the idea of working with a character who squandered a great opportunity and is already almost past redemption is very rich material. It’s not hard to have empathy for that character.’[v]

There is a deep melancholia at the heart of the character Michael Clayton that goes a long way in giving the film its distinctive tone. Gilroy said that ‘traditionally, your hero goes down the road, and then at some point in the third act, they see the sign for redemption and they pull over. This is not that movie. This is a character who has driven past that point before the movie even started.’[vi] Elsewhere he added ‘too late is almost the saddest thing in anything and it’s about a guy who’s just at the, boy, he’s right at the edge of too late.’[vii]


The role of Michael Clayton was played by George Clooney. ‘George is such a quietly ambitious actor,’ said Gilroy, ‘look at the roles he’s choosing and the things he’s doing along the way. He was the grand prize in this whole thing. There was no way of making this movie without him working for free. He becomes this security blanket, the ultimate protection who makes sure nobody messes with the movie.’[viii]

Clooney initially turned the role down, leery of working with a first-time director. By the time he changed his mind and accepted the part, it had also been turned down by Denzel Washington. Once signed, he even attempted to negotiate becoming the film’s director – an offer Gilroy firmly resisted.

It was the character of Michael Clayton that ultimately lured Clooney to accept the part. ‘You could take these characters in this story,’ he explained, ‘and you could put it into a medical drama or you could put it into a government drama. The truth is it’s about flawed individuals, one of whom comes to the realization that he’s looking for redemption, which is always sort of interesting, and decisions that are made based on your own sort of self-interest and at what point, you know, you keep moving that line of morality forward. That’s always interesting story-telling.’[ix]

Clooney was also quite to recognise the film was set at a crucial moment in Michael Clayton’s life. ‘If you made this film ten years earlier in Michael Clayton’s career,’ Clooney noted, ‘he would be Tilda Swinton’s character. He’d be the bad guy. Sort of like Clint Eastwood in Unforgiven or Newman in The Verdict.[x]

To help ensure the film was made, Clooney accepted a low up-front performance fee in return for a larger fee following its release. He also signed onto the project as an executive producer.

‘I think it’s important to point out,’ said Clooney, ‘but sometimes it gets lost in the translation, executive producer of the film is not producing the film.’ He added: ‘An executive producer’s job is to help knock your way through roadblocks. So all my job was to help with whatever their vision was, the filmmaker’s vision was, to make sure that it gets realized in whatever way possible. That’s not very difficult.’

One concession Clooney fought for – and won – with the studio was granting Tony Gilroy the final cut on the finished film. This almost never happens in Hollywood, even more so with a first-time director. It is a testament to Clooney’s dedication to the films he works on, and the lengths he will go to in order to ensure their quality.


Clooney’s performance as Michael is outstanding. He is to my mind one of the best male actors in the American film industry, consistently turning in stunning, understated and deeply layered performances. His breakthrough role, Dr Doug Ross on the NBC medical drama ER, demonstrated his considerable talents on a weekly basis, but it took a couple of years for him to be properly utilised by Hollywood. He is a genuine, capital-A actor, not simply a matinee idol suitable only for action films like The Peacemaker and Batman and Robin (both 1997) or romantic comedies like One Fine Day (1996) and Improbably Cruelty (2003).

It is in proper, artful, serious films that Clooney has truly become one of America’s most impressive performers. He has demonstrated exceptional work in films such as Out of Sight (1998), O Brother Where Art Thou? (2000), Solaris (2002), Syriana (2005) and Up in the Air (2009). It is through films such as these that George Clooney has perfected himself as what the New York Times called ‘a singularly contemporary screen identity as a man of unquiet conscience’.[xi] He has even proved himself to be a brilliant director, through films such as Confessions of a Dangerous Mind (2002) and particularly Good Night and Good Luck (2005), which he also co-wrote.

In Clooney’s hands, Michael Clayton is a three-dimensional human being. He is a fully-rounded and multi-faceted character, full of moods, flaws and brilliant talents. He nails the character’s regretful tone, and drags the entire film to that point alongside him. Clooney’s performance is one of the things that make Michael Clayton so enjoyable to watch time and time again.


Opposing Michael Clayton is Karen Crowder, the aggressively ambitious lead counsel for U-North, the agricultural conglomerate Michael’s firm is defending. When describing the character of Karen Crowder, Tony Gilroy said ‘she’s just not ready. She is not up for the game that Is happening, and her mistake of not going to her boss or not involving anybody else and being a good soldier, and her mistake of wanting to be so a part of the tribe that she’s going to replicate what she thinks male behaviour is, that’s what gets things rolling.’[xii]

‘I feel more sympathy for Karen Crowder in this movie than for some heroes that I’ve written,’ admitted Gilroy. ‘She’s a villain, but she’s a victim to me.’[xiii]

Crowder was played by Scottish actor Tilda Swinton. She is a phenomenally gifted performer, and her presence in a film like Michael Clayton is quite surprising. Her career was founded on a lengthy collaboration with British director Derek Jarman, a partnership she followed up with roles in such films as Orlando (1992), The War Zone (1999) and The Lion, the Witch and the Wardrobe (2005). Tony Gilroy described Swinton as ‘like a Halloween actor. She needed her pearls, she needed her outfits. I introduced her to some women who were general counsels for big firms. They took her shopping. She assembles characters from the outside in.’[xiv]

Regarding the character of Karen Crowder, Swinton noted ‘she’s not powerful enough that she can tell the truth or admit that she’s wrong or admit that she might need some help or say, “I don’t know.” I mean, that’s real power in my view.’[xv]

Swinton’s complex, brittle portrayal of Karen Crowder won her the Academy Award for Best Supporting Actress – and deservedly so. It would have been easy for the character to be portrayed as a fairly simplistic and heartless movie villain. It is a credit to Gilroy and Swinton’s talents that Crowder never even approaches such simplicity. She is not necessarily an easy character to sympathise with, but she is certainly a character than we can believe and recognise. She is also, perhaps significantly, the only major female character in the film (Michael’s girlfriend, played by English actress Jennifer Ehle, was completely removed from the final cut). Crowder is a woman desperately struggling to establish a position of power in a male-dominated ‘boy’s club’ environment.

Like many people over-eager to prove themselves, Crowder over-reaches, and rather than ask for help or admit her failings she reaches even further. She is the closest thing Michael Clayton has to a villain, but if we are to accept her as the villain we must also accept she is one of the most fallible and nuanced villains Hollywood has produced.

Part of the complexity comes from the fact that, when we first meet Crowder preparing for a videotaped interview, she is not yet the villain of the piece. It is the events of the film that ultimately push her into that role. Gilroy himself noted ‘I’m much more concerned in this movie with the creation of the villain, and the moment when people decide to do what they do.’[xvi]

It’s a deliberately awkward push – just as important as the fact that she becomes the antagonist is the fact that she is so visibly bad at it. Michael even brings it up during their climactic face-to-face encounter. ‘I’m not the guy you kill,’ he tells her, ‘I’m the guy you buy! Are you so fucking blind that you don’t even see what I am?’


Tom Wilkinson played Arthur Edens, the lawyer whose breakdown drags Clayton into the narrative. ‘Tom Wilkinson does not like to spend a lot of time talking,’ said Gilroy. ‘He wants to know what the script is, he wants his questions answered, and then you stand back and turn the camera on.’[xvii]

I think Arthur Edens is possibly Wilkinson’s best performance in a long and fairly impressive career. He stumbles through the film, and rambles, and acts impulsively. His opening monologue is probably the best of its kind since Peter Finch went off the reservation in Network (1977). The character stands as a valuable warning to Michael: Arthur is Michael, a decade or so further down the track and who falls so much harder because of it.

Sydney Pollack played Marty Bach, the managing partner of Michael’s law firm. Pollack was both an accomplished actor and director, and with Michael Clayton capped off what sometimes felt like an entire career playing lawyers, corporate executives and other powerful authority figures. Gilroy said: ‘The hardest thing about Sydney was getting him to agree to do the part. It’s a very short list of people who could play George Clooney’s boss. I really needed someone who dominates scenes.’[xviii]

Like Clooney, Sydney Pollack attempted to persuade Gilroy to let him direct the film. Again, Gilroy refused.


Michael Clayton hearks back to an earlier generation of American cinema, and to acclaimed filmmakers such as Alan J. Pakula, John Frankenheimer and Sydney Lumet.

‘In writing Michael Clayton,’ said Gilroy, ‘the influence was probably just that those were some of the movies I loved the most and that’s the era of filmmaking that is the most inspiring. You had a tension in that era, you had really muscular filmmaking, really hard-assed professional movie making sort of grafted onto really interesting topics. There was complexity to them and everything didn’t have to be rounded off. People were really trying things, but they were tough and they were urgent and they were pro. That’s sort of been kicked across the street.’[xix]

The film’s debt to the past continued in how it was shot. Gilroy and director of photography Robert Elswit discussed how to shoot Michael Clayton for about a month prior to the commencement of pre-production. Gilroy said ‘we started watching films like Point Blank and we know we’re going to shoot the film anamorphic and he’s [Elswit] like, “You know, they built that lens just for John Boorman. We could get that lens.” And, I swear to god we’re doing camera tests at my house in New York and these boxes show up at my house and it is literally uninsurable priceless lenses, lenses that Klute was shot on, that Point Blank was shot on, and Chinatown, most of them all of Gordon Willis’ old anamorphic lenses.’[xx]


Two scenes in particular stick in the mind long after the film has ended. The first is near the very beginning. The film opens in media res. Michael is losing money in an illegal card game. He takes a telephone call, and fixes a situation for a client caught in a hit-and-run. He is driving back into the city, so late in the night that it’s just beginning to dawn, and on a nearby hill he sees some horses standing on a hill.

It’s a strange scene. He carefully approaches the horses, seemingly transfixed. He watches them and they watch him. Then, out of the blue, his car explodes. The horses bolt in terror, and all Michael can do is stare breathlessly at the wreckage.

We have barely been introduced to this man. We know he’s a lawyer, but not the usual courtroom kind. We know he’s facing money troubles. We can see in his face that he is overwhelmingly unhappy. Then we share with him the briefest moment of serenity and beauty, before with an explosion the film jumps back in time and begins the story proper.

Who knows what the horses signify. Certainly they visually echo an image seen in Realm and Conquest, a dreamlike fantasy novel that both Michael’s son and Arthur have read. Is it a connection to them? Do they symbolise an innocence that Michael no longer has? The scene has led to multiple interpretations, all of which Gilroy is happy to accept. ‘I’ve never worked on anything,’ he noted, ‘where one scene or one sequence seemed to have so many different possible really cool interpretations. And they’re all valid. All of them.’[xxi]


Then there is the film’s final scene. The conspiracy is ended. Crowder is in police custody. Arthur, for what it is worth, has been avenged, and U-North’s attempts to silence the truth are defeated. Michael Clayton ends with a shot that is as unusual as its opening sequence. Michael, having destroyed Karen Crowder and well as his own career, climbs into a taxi and tells its driver to ‘give me fifty dollars’ worth. Just drive.’ He sits in the back seat, restless and unhappy, the events of the past few days clearly working through his mind. And we simply don’t cut to black. It is almost a direct contrast to how the film begins, where a life watching narrative features immediately tells us through the shots, the voiceover and the music that something tense and gripping is going on. Here our entire understanding of screen language tells us the film will cut to black, and release us from the character’s predicament, and Gilroy simply doesn’t obey that instinct. He makes us watch Michael sit there as the credits begin to roll.

And here’s the thing: the longer we watch him, the more profound the moment becomes. This is the sort of moment you simply don’t see in a movie. Movies are designed to cut from moment to moment as fast as possible. They teach it to you in film school: get into the scene as late as possible and get out as early as you can manage. Gilroy throws away the rulebook and the result is one of the most striking things I’ve ever watched in a film.

Gilroy said ‘I think that there are many reasons to have that final shot – not the least of which was simply because it was good cinema. A bunch of reasons. But one of the reasons was, there’s a really upbeat, kind of crowd-pleasing thing that happens, and I sorta didn’t want to finish on that, in a way. But I also wanted people to think about what would happen – what’s gonna happen – to him in the next week, and six weeks. And what’s gonna happen to all of the people in the film in the next six months.’[xxii]

Too late is almost the saddest thing. For Michael, sitting pensively in the back of a taxi, it is far, far too late.



[i] Sarah Michelle Fetters, “Getting it Right”, Moviefreak.com, 8 October 2007.

[ii] Fetters, 8 October 2007.

[iii] Tom Keogh, “Director Interview: Tony Gilroy, ‘Michael Clayton’”, The Seattle Times, 7 October 2007.

[iv] Den Shewman, “Shades of Gray”, Creative Screenwriting, September/October 2007.

[v] Keogh, 7 October 2007.

[vi] Ian Pugh, “Tony Gilroy”, Film Freak Central.

[vii] Interviewed by David Stratton, At the Movies, ABC, 17 October 2007.

[viii] Keogh, 7 October 2007.

[ix] Reg Seeton, “Interview: George Clooney”, The Deadbolt,

[x] Stratton, 17 October 2007.

[xi] Manohla Dargis, “They Call Him the Fixer in a World That’s a Mess”, New York Times, 5 October 2007.

[xii] Fetters, 8 October 2007.

[xiii] Den Shewman, “Shades of Gray”, Creative Screenwriting, September/October 2007.

[xiv] Keogh, 7 October 2007.

[xv] Stratton, 17 October 2007.

[xvi] Nick Dawson, “The Director Interviews: Tony Gilroy”, Filmmaker, 5 October 2007.

[xvii] Keogh, 7 October 2007.

[xviii] Keogh, 7 October 2007.

[xix] Fetters, 8 October 2007.

[xx] Fetters, 8 October 2007.

[xxi] Fetters, 8 October 2007.

[xxii] Pugh, Film Freak Central.

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