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Episode 14: Michael Clayton

by | Aug 12, 2020

A Storylanes deep-dive analysis of Michael Clayton, the legal thriller from the mid-aughts. This one is often held up by pro screenwriters as one of the great recent scripts, and I whole-heartedly agree.

Here’s the links:

And here’s the script of the episode:

Hi, I’m Joe Dzikiewicz, and welcome to the Storylanes Podcast, the podcast where every episode we do a deep dive into a movie or TV show.  And to go along with this analysis, I publish a chart of the story we’re covering on the website, a chart I produced while preparing the episode.  You don’t need to look at that chart – the podcast is standalone.  But if you’re interested in diving a little deeper, check it out at

This week we’re doing 2007’s MICHAEL CLAYTON, a legal thriller written and directed by Tony Gilroy and starring George Clooney, Tom Wilkinson, and Tilda Swinton.  It got an Oscar nomination for Best Original Screenplay, and I’ve heard it held up by screenwriters as a truly great screenplay.  And I’ve got to agree.

But as usual, this podcast assumes you’ve seen the movie.  There will be spoilers.  And there won’t be detailed explanations of plot points.  So if you listen to this without knowing the movie, you’re out of luck: the movie will be spoiled for you, and you may not understand what I’m talking about.  It’s basically the worst of all worlds.  But this is a terrific movie, with some amazing acting, great characters, and a tight complex plot.  So see it – it’s worth it.  And read the screenplay while you’re at it – it’s one of the best screenplay reads that I’ve read.

MICHAEL CLAYTON is the story of, well, of Michael Clayton.  He’s a lawyer who specializes in being a fixer, a guy who fixes problems for the personnel and high-end clients of his law firm.  He starts the film in a dark place: he’s out of money, owes a loan shark, and is deeply dissatisfied at having to spend his life covering up the mistakes of others.  But over the course of the film, he finds some degree of redemption by helping bring justice to people hurt by a carcinogenic chemical fertilizer.  It’s a terrific tight little film anchored by three amazing performances, all of which got Oscar nominations, one of which won.

And let’s start with those characters, because they are particularly strong.

The first and title character is Michael Clayton, played by George Clooney.  Michael is smooth, capable of handling anything.  But after spending his early career as an assistant district attorney, he’s found himself in a professional niche that he hates.  It’s his job to reduce or eliminate the consequences of bad things done by rich clients.  So, for example, early on we see him counseling a client who just committed a hit-and-run and having to deal with that client’s complaints when he can’t make the problem go away entirely.  Later we see him do things like get a reporter to spike a story in exchange for finding him a high-paying job elsewhere.  It’s all disreputable stuff, and he’s clearly not happy about it.

But Michael’s private life isn’t any better.  He’s divorced with a son, and while Michael tries to be a good father, he’ll never win dad-of-the-year.  But more important to this story, he owes a large amount of money to a loan shark to cover the debts incurred by a bar that Michael part-owned.  His partner was his brother, and the bar failed when his alcoholic brother fell off the wagon.  Michael is decent enough to cover the debt, but human enough to be deeply angry at his brother.

Now you’d think a guy like Michael – super-successful lawyer – would have no trouble paying the $75 thousand owed to the loan sharks.  But Michael is strangely low on cash, and while the movie doesn’t give full details on why this is so, it’s clear that Michael has a gambling addiction, and he loses a lot.

This is all particularly hard on him because Michael clearly hoped that the bar would be his way out of his job, a job that he hates.  Instead, he has to struggle to cover the expenses of the bar, which locks him even tighter into his job.

So you can see all the troubles this guy has.   But on the flip side, he does have a basic streak of decency. After all, he is covering for his brother.  And it’s clear that Michael knows that what he does for a living is problematic.  He just doesn’t see a way out.

So all in all, a fascinating flawed protagonist who is, in spite of his appearance of affluence, down in his luck, having taken a wrong turn in the past that is implied but not explicitly spelled out.  He’s a great character for a film like this.

And he has two amazing lead supporting characters.  The first is Arthur Edens, played by Tom Wilkinson. Arthur is another successful attorney, a high-powered litigator who Michael describes as: “he’s a killer and he’s brilliant and he’s just crazy enough to grind away on a case like this for six years without a break.”

But Arthur has two major problems.  The first is that he is bipolar, and he spends much of the film in manic mode.  This first surfaces when he takes off all his clothes during a deposition, but it shows up throughout the film in various ways, like when he buys a dozen loaves of French bread, or when he decides he needs to make thousands of copies of a key piece of evidence in his trial.

It also leads him to do a series of rants, as in the opening voiceover of the movie, which includes: “But Michael, please, before you sweep, please just hear me out — just try — because it’s not like Boston — it’s not an episode — relapse — fuck up — I’m begging you, Michael, make believe it’s not just madness, because it’s not just madness — — I mean, yes — okay, yes — elements of madness — the speed of madness — yes, the occasional, euphoric, pseudo- hallucinatory moments that, yes — fine — agreed — distracting — nostalgic — all of that — but that’s just the package — the plate — think of it as a tax — The Mania Tax — The Insanity Tax — or like advertising on TV — it’s the freight — the weight — it’s the price of the show just please, just hear me out, Michael, because I swear to you, this is so much, so very much more, than the ravings of some hypo-maniacal, bipolar attorney .”

But fascinating as it is, that’s not Arthur’s only problem.  In some ways, his bigger problem is that he has developed a conscience, which is a major handicap when you’re the lead defense attorney for a major chemical company being sued over claims that one of its major products is carcinogenic.  And that problem is even worse when you know that the company is guilty, and you have proof that they knew it before releasing the product.

Arthur spends this movie trying to find redemption.  And notice the parallels with Michael’s situation – both are highly intelligent, deeply troubled by the work they do, and trying desperately to find a way out.  Only if anything, Arthur is worse off than Michael, because Arthur knows his job is to cover up the deaths of hundreds of people.  And, of course, he is trying to deal with this through the lens of a mental illness that both makes him behave erratically but also drives him to seek to right these wrongs.

Again, a fascinating character, and the ways it shows his mania, and the way he shifts from pleading and helpless to the killer attorney that he’s capable of being is wonderful to behold.

So we have two characters who are both, in their own, way, seeking redemption.  And that brings us to the third major player in this film.  Karen Crowder, played by Tilda Swinton, is the general council for U/North, the company with the lawsuit problem.  And Karen is not searching for redemption.  Karen is desperately trying to succeed in her job, to protect her company from the consequences of its terrible crime.  And she will do anything to make this happen.  Up to and including ordering murder.

Karen also is a fascinating mix of strengths and weaknesses.  She is incredibly high-strung: we first meet her as she has a panic attack in a lady’s room stall.  She is able to put on a good front: later we see her as a smooth interview subject mouthing the corporate line on an internal company video.  But we see how hard she works to look smooth as we see her rehearsing for that interview, practicing different versions of every answer that she gives.  It sounds like this: “At the moment, U/North currently has seventy thousand employees working in sixty-two countries around the world… …around the planet…sixty-two countries around the planet. (trying it again) At work in more than sixty countries around the globe.”

This is some high-quality screenwriting.  We see both Karen’s smooth façade, but also just how frantically she’s working to project that façade.  It’s good stuff.

Later, this mix will lead Karen to order a murder, but to do so through incredibly circumspect language, so circumspect that the assassin isn’t even sure she’s ordering it.  That goes like this: 

KAREN And the other way? 

VERNE Is the other way. 

But you think it’s doable. 

We have some good ideas. You say move, we move. The moment our ideas don’t look so good, we back off and reassess. 


You mean okay, you understand? Or okay, proceed? (silence) 

Taken together, and we end up with a character who is incredibly brittle, but capable of doing terrible things.  Another fascinating character.  And an amazing performance, and one that won Tilda Swinton an Oscar for Best Supporting Actress.

Beyond these three characters, there is a strong supporting cast of minor characters.  Michael’s brothers.  The lawyers at Michael’s firm.  Michael’s son.  The all-business loan shark.  It’s a rich and diverse set of characters who together make a compelling and believable world.

And, of course, there’s Verne and Iker, two incredibly bland and incredibly dangerous men.  Faceless spies and killers.  They kill Arthur, almost kill Michael.  All with a terrifying professionalism.

So the characters are excellent.  How’s the structure of this story?

I honestly had some problems analyzing the structure of this screenplay.  You could make a good argument for it being typical three-act structure with a midpoint.  But I think that the major story beats of this script are big enough, and the reverses significant enough, that it needs more acts to fully describe how it breaks out.

And so, I ended up breaking it down into six acts and a teaser.  Yeah, I know: that’s a lot of acts.  But let me make my case.

First off, there is an in media res opening.  This introduces us to the law firm, lets us hear Arthur’s manic voiceover rant, gives a quick introduction to Karen having a panic attack in the ladies’ room, and gives a thorough introduction to Michael.  We meet Michael playing poker.  We see him go on one of his fixer-trips, helping a client deal with the consequences of committing a hit-and-run.  And we see him, so wounded in spirit, seek out a vision of beauty, three horses standing in a field.  And then his car explodes.

It’s a great introduction to our main character, and the explosion pulls us in and shows that we’re dealing with life-or-death stakes.

And then we’re into act one.  And act one is a traditional act one that introduces us to the main characters and their worlds and gives us the inciting incident.

In the first sequence of act one, we meet Michael.  First he drives Henry to school.  Then he talks to the loan shark about the money he’ll owe when the bar’s fixtures are sold.  Then he goes into his office and does some fixing.  A pretty typical day-in-the-life intro, though also with the introduction of the closed bar subplot.

And in the next sequence, we meet Karen through her interview.  That interview gives us some exposition about U/North.  She’s called out of the meeting to deal with Arthur’s disrobing at the deposition.  And that’s the inciting incident of the movie.

Then Michael is sent to Milwaukee to bring Arthur home, while Karen goes there to deal with the incident.  And that trip to Milwaukee takes us to Act Two.

Now, one question worth asking: should we view the Teaser as part of Act One?  I don’t really think so.  It feels standalone to me, with a distinct end to it when Michael’s car blows up.  While it does a lot of the work of introducing the characters and settings, I don’t think of it as part of act one.

So, act two.  I think act two contains all the events in Milwaukee.  Michael gets Arthur out of jail.  Michael meets Karen.  Arthur and Michael talk.  Arthur challenges Michael, asking him if he wants to spend his life as a fixer.  Or, as Arthur puts it: “Is this what you wanted? Be a janitor? Live like this? Do this? What you do…  It can’t be. That I know this. The burden. That’s what I’m telling you.  How it feels. That I know…”

And we know that this has an impact on Michael, because back in the teaser we heard Michael describe himself like this: “And I’m not a miracle worker, I’m a janitor.”

There’s a note for the screenwriter.  The repetition of the word “janitor,” which so stands out.  It’s significant.  And because we heard Michael say it in the teaser, and we know the teaser actually takes place after this moment in Act One, we know that what Arthur has just said to Michael has an impact on Michael.  We know it’s significant, because it has influenced Michael’s self-identity.

Note that the word “janitor” appears one more time.  Later on, when Michael is leaving a message for Arthur, he says, “I’m saying you’re crazy — the behavior’s completely out of control — but you’re right. You called it. We’re janitors. Okay?  I get it…”

This is impressive screenwriting.  Because aside from anything else, it helps underline Michael’s big issue: he is not a lawyer, he’s just a janitor cleaning up other people’s messes.

In any event, Act Two ends when Arthur flees from Michael, escapes from the hotel room and is now on the run.  We’re back from Milwaukee to New York, and this little Milwaukee act is at an end.

And we’re now to Act Three and Arthur is on the loose.  He’s roaming through New York City all on his own, and Michael is trying to hunt him down.

The first sequence in this act is when everyone starts dealing with the implications of Arthur’s escape.  Michael tries to find him.  Karen turns Verne and Iker loose.  Because now we meet Verne and Iker, two extremely dangerous men.

In a second sequence, the tension escalates.  Verne and Iker learn that Arthur is calling Anna.  Michael is pressured by the loan shark.  Marty is worried that Arthur seems to be trying to make a case against U/North.  And finally, Michael finds Arthur and confronts him.

This is an excellent scene, and it’s the midpoint of this movie.  I’m going to do a future episode that focuses on this scene, but for now, note that three key things happen in this scene.

First, Michael fails to convince Arthur to get help.  Second, Arthur realizes that someone is tapping his phone, which will have a key effect on his actions.  And third, Arthur challenges Michael again, escalating his challenge.  He says, “I have great affection for you, Michael, and you lead a very rich and interesting life, but you’re a bagman not an attorney.”  Once again, Arthur is pressuring Michael.

And we’re now at the end of act three.  And in Act Four, having learned that his phone is tapped, Arthur is unleashed.  He gets on the phone and calls his own number, just because he knows someone is listening.  And he wants to send a message to those people, threaten them with the U/North memo, the smoking gun memo that proves that U/North knowingly released a carcinogenic product.  He does this knowing that his phone is tapped and so his enemies will hear it.

The impact of this is even stronger than Arthur could imagine.  Because when Verne plays the call for Karen, she orders Arthur’s murder.

Now I want to take a moment and note something really clever that the screenplay does.  Arthur is supposed to be a brilliant tactician.  And it really is kind of dumb, him challenging U/North directly like this before he is ready to pull the trigger on his attack, before he has all of his bases covered.

But Arthur is deeply manic.  And both the content and style of his message on this phone call is incredibly manic.  Just listen to some of it: “Here it is. Covered in sequins. A hidden gem, rescued from the vaults.  One of our all time favorites — an underground hit that we think is finally ready for it’s day in the sunshine. Without further ado… United-Northfield’s Culcitate Internal Research Memorandum #229….”

Because of this mental illness, we can accept that Arthur, the tactical genius, would make a move as dumb as this.  In his mania, he feels invincible.  But, alas, that turns out not to be the case.

But let’s get back to the scene where Karen orders Arthur’s murder.  This is another amazing scene, both in the writing and the acting.  And another scene that I’m going to cover in more detail in a future episode.

But I’ll leave you with one part of this scene.  Note the incredible circumlocutions that Karen and Verne use to talk about murder:

KAREN This just…whatever you do…you have to contain this. 

VERNE Contain? 

Right. That’s my question. Short of, whatever else…something more. What’s the option for something along those lines? 

You’re talking about paper? The data? 

That there’s a more limited option, is what I’m asking… (cold sweat fumbling) Something I’m not thinking of. 

We deal in absolutes. 

Okay. I understand. I do. 

The materials, I’m not a lawyer, we try. We do what we can. 

KAREN And the other way? 

VERNE Is the other way. 

That is some amazing dialogue in both the way it gets to the point, but also the way that Karen is so careful to preserve some plausible deniability for what she is doing, while still getting through to Verne.  And the way that Verne is surprised by the ruthlessness of Karen.  A truly amazing scene.

Screenwriters take note: it can be a lot more effective to have characters talk around murder, while still being perfectly clear about it.  And oh, how much it tells you about the character!  This is so much better than if Karen just said, “Kill Arthur.”

Anyway, act four continues.  Michael visits his family.  We learn more about his conflict with his brother Timmy.  And while he’s there, Verne and Iker murder Arthur.

I cannot say enough good things about how that murder is written.  The two are terrifyingly professional in the way they put Arthur down.

The action is crisp, precise, and astonishing, murder without any dramatics whatsoever.  But the writing in the script is also amazing.

I’m going to talk a little later about the quality of the action and description writing in this script.  But I can’t help but read a little to you right here:


ARTHUR heading out — pulling on his coat — heading for the door — checking for keys — there — grabbing them off the side table, as he opens the door and — 


A TASER — 25,000 volts — from nowhere — ARTHUR’S BODY clenching as it hits and — 


VERNE and IKER — already flooding in — gloves — hairnets — surgical boots — like machines — 

IKER — the athlete — perfect — hands catching ARTHUR’S WRITHING BODY before it hits the floor and — 

VERNE — attack — gloved hand thrusting down and — 

ARTHUR’S FACE — AEROSOL CAN — VERNE’S HAND — two quick bursts — point blank — words — throat — everything choked off — eyes rolling and — 

IKER — the body drops — ready for the dead weight and — VERNE — kicking shut the door — back to the body and — 

IKER Ready and… 

VERNE Lift. 

ARTHUR — like a prop — limp — effortless — IKER and VERNE flying him through the space — this horrifying freight train pas de trois — and so far this whole thing has taken eighteen seconds – 

The action continues, and at the end it notes that the entire murder took 90 seconds from start to finish.

That is some quality action writing, ladies and gentlemen.  My hat is off to Tony Gilroy.

There’s a little more with Michael’s family.  Then Michael gets the call that Arthur is dead.  And we’re now at the end of the act.

In Act Five, Michael takes up Arthur’s crusade.  And this is key.  Up to this point, Michael’s job was to find Arthur.  His law firm called on their fixer to fix the problem that is Arthur.  Instead, Karen found her own way to fix that problem.

As far as Michael’s firm is concerned, with Arthur dead, this problem is fixed.  Michael can move on to handling other things.  Michael’s boss makes that clear when he says:

MARTY Thirty years I know Arthur. Good years. And what I feel right now? If I’m honest? I can’t even say it it’s so awful. 

MICHAEL Say it. 

That we caught a lucky break? 

MARTY looks over. Hesitates. 

MARTY We did, didn’t we? 

But Michael won’t let it go.  He tries to find out what happened to Arthur.  And in doing so, he’s inspired by both Arthur and by Anna.  Anna, the young woman who also inspired Arthur, who sent him on this quest.  When Michael meets her, he doubles-down on his commitment to find out what happened.  That leads him to break into Arthur’s loft, which in turn leads him to find the receipt for copies of the smoking gun memo.

And let’s take a moment to notice how tightly all this is plotted.  Arthur supposedly kills himself, but he told Anna to come to New York to meet him.  Which makes Michael suspicious about Arthur’s death, so he breaks into Arthur’s apartment where he finds the receipt.  But Verne and Iker call the cops on him, only who did that?  So Michael’s suspicions grow.

It’s all clockwork-precise.  Again, very well written.

But by the end of the act, Michael has managed to pay off the loan shark with money he got from his firm.  He has the smoking gun memo, retrieved from the printers.  But Karen knows what Michael knows and has ordered his murder.

And so we dive into act six, the resolution.  Which immediately takes us back to the teaser, only this time we get to see what Iker and Verne are up to as they plant the bomb in Michael’s car.  And when the car blows up, Michael goes underground, pretends to be dead.  Which allows him to set up the final confrontation with Karen.

This is another amazing scene.  It’s the scene where Michael acknowledges his immorality, actually engages in some serious introspection when he says, “I’m not a guy you kill! I’m the guy you buy! Are you so fucking blind you don’t see what I am? I’m the easiest part of your whole problem and you’re gonna kill me? Don’t you know who I am? I’m a fixer! I’m a bagman! I do everything from shoplifting wives to bent congressmen and you’re gonna blow me up? What do you need, Karen? Lay it on me. You want a carry permit? Need a heads-up on an insider trading subpoena? Need someone’s name erased from an escort service list? Got a rich kid busted for dope? Somebody beat up their mistress? I sold out Arthur for eighty grand and a three-year contract and you’re gonna kill me?”

There is some terrific self-loathing in that.  And it’s all true of who Michael was.  But somehow, it’s not who he is now.  So he reaches for redemption, and he takes Karen down.  He’s wearing a wire, and he’s got enough of a confession from her to take her down.

He walks off as she collapses to her knees as the police move in.

A superb finish.

Except it’s not, not quite.  Because over the credits, Michael gets in a taxi.  And we spend several minutes on a closeup on George Clooney.  He looks grim, and expressions pass over his face that could be interpreted many ways.

Does he feel redeemed?  Does he feel he’s ruined his life?  How does he feel about what he’s done and what he’s become?

It’s a bold way to finish the movie.  The questions of the plot are all resolved, but not what it means to Michael.  The audience is left to figure it out.  It’s good stuff.

Anyway, that’s how I read the structure of this film.  An in media res teaser.  Six acts.  In the first, we meet Michael and Karen and find out about Arthur’s breakdown.  In the second, Michael claims Arthur in Milwaukee and then loses him.  In the third, Arthur is on the loose and the various players try to deal with that.  In the fourth, Arthur is unleashed and lashes out, but ends up murdered.  In the fifth, Michael takes up Arthur’s quest.  And in the final act, Michael commits to the action that will take down Karen and lose U/North their lawsuit.

Everything is tightly tied together.  Amazing stuff.

So, how does this look against some of the standard screenwriting models?

For three act structure, keep my first act as the first act.  Keep my last act as the third act.  Compress all the other acts into a single Act Two.  It pretty much works.  I just think there’s so many major twists and turns in that central section that it justifies being viewed as four separate acts.  But your mileage may vary.

Note that however you view it, there is a strong midpoint in this film.  That’s the scene where Michael confronts Arthur in the alleyway, a scene that challenges Michael to be better and that sends Arthur off to openly challenge U/North, a challenge that leads to his death.  It’s a solid midpoint, and one that is all about a conversation between two of our main characters.

You can find Save the Cat beats here, all except for the Debate.  But really, that beat is so often absent that I think we can safely say that it’s optional.

Also, the opening and closing images don’t really bookend things.  They both have something to say about the story, but the opening image is all about the law firm, while the closing image is just Michael.

Hero’s Journey is generally followed, but near the end the various climactic confrontations of the hero’s journey get jumbled.  But note that Michael does have a strong mentor in Arthur, who leads the way for Michael to find his redemption but is removed from the field before the final confrontation, leaving the Hero having to deal with the last battle on his own.  All very standard.

So, how about subplots?

There’s several.

The most important is probably the subplot about Timmy’s, the bar that Michael opened in partnership with his brother.  The bar has failed because Timmy, Michael’s brother, is an alcoholic.  And now Michael is left with a debt of $75 thousand.  That shouldn’t be a problem for a guy like Michael, but it is because he is a compulsive gambler and has no money.  And the problem is made worse because Michael owes the money to a loan shark.

I think this subplot does two main things.  First, it helps establish Michael’s low point in life.  He can’t even manage this debt, something that someone at his professional level should be able to swing without any effort.  We even get commentary to that fact from the loan shark:

They look at seventy-five. They look at you. They’re wondering what the problem is. Now you say twelve. That’s just gonna make people nervous. 

Gabe, this was the day before yesterday, okay? Let me get my ducks in a row here. 

ZABEL What’s the car worth? 

It’s a lease. It’s the firm’s. 

So go to the bank. You got the apartment. You refinance. 

I did that three months ago. 

But second, it gives Michael a motivation to keep his head down, just play along.  It increases the consequences if he fights against his firm: he could lose his job, and that would leave him owing money to the loan shark.  Not good.

Except the movie makes this problem go away with remarkable ease.  Michael asks his boss for the money and the boss gives it to him without any significant strings attached.  We never see it affect Michael’s decision to take up Arthur’s crusade.

I think this is one of the few mistakes in what is a terrific script.  I think it would be much better if Michael still had this pressure going into the final confrontation with Karen.  That way, when Karen offers him $10 million, it increases our belief that he will take the offer.  So when he chooses to pursue justice instead, it would have more weight.

The other thing this subplot does is create the character Timmy, which gives Michael a chance to reconcile with Timmy.  It’s a minor point, but it’s another sign of Michael choosing a righteous path.  So that’s nice.

The next major subplot is Michael’s redemption.  Though that is so closely woven into the story of the film that I think we’ve dealt with it.  But in the Storylanes analysis, I’ve set up a lane for it so you can see the specific story beats as Michael reaches out to become a decent man.

I’ve also added a lane for Arthur’s Madness.  One thing that I find compelling about this film is how it presents Arthur’s mania.  His extreme, over-the-top reactions, as when he strips in the deposition, the inciting incident of the film.  Or the way he purchases way too many loaves of bread.  Or his making thousands of copies of the smoking gun memo, publishing them with covers that call back to Realm & Conquest, the fantasy story that inspires him.  I’m not sure if this counts as a subplot per se, but it’s a great touch to this film and I set up a Storylanes lane for it.

Finishing this trifecta of character arcs, we see Karen.  I’ve already noted how fascinating I find this character.  But I think it’s particularly notable to see how her neurosis leads her down a dark path indeed, going from covering up the deaths caused by her company to ordering murders.  And leading to her final collapse when she learns that her world is going to crash down around her, she will be held accountable, and in response she can only fall to her knees.

We also get a little of Michael’s relations with his son, Henry.  Though there aren’t any particular twists and turns to that relationship.  It just illuminates Michael’s character, the way he tries to be good father but really falls a little short, fails to give his son full attention.

And then there’s his relationship with his brother Gene the cop.  Again, this is minor.  But we see two brothers who try to come through for each other, who get angry at each other when pushed too far, but who still stand by their bond.  We only really get four scenes of them together, but they have a definite arc: Gene and Michael argue over other family issues but ultimately understand each other.  Michael asks a favor of Gene, and it’s a big one, and Gene delivers.  That goes badly and Gene has to pull Michael out of a jam, and he’s seriously pissed at having to do so.  And finally, it’s Gene who comes through for Michael, helping him nab Karen at the end.  And while it’s not explicit, it’s clear that there is a reconciliation between them.

And now we get to theme.  And the theme of this movie is… I don’t know.  I don’t think this movie is strong on theme.  Be a good guy?  Don’t help companies kill hundreds of people with their products?  Don’t be sleazy?

But then, I don’t think the strength of this movie is the theme.  This isn’t really a movie about something.  It’s a movie about somebody.  About three somebodies and their various quests for redemption or damnation.

The characters are amazing.  The plot is well designed, clockwork really.  With all that, maybe it doesn’t need a strong theme.

But before we move on, I want to say a word about the writing of this script.

My god, is this a beautifully written script!  And I’m not just talking about the dialogue, which is amazing.  I’m talking the action writing and character descriptions, things that don’t translate directly onto the screen but that make reading the script a true pleasure.

Take, for example, this delightful callback.  Early on, Michael confronts Arthur and they have this exchange:

MICHAEL You are a Senior Litigating Partner at one of the largest, most respected law firms in the world. You are a legend. 

ARTHUR I’m an accomplice. 

MICHAEL You’re a manic depressive. 

I’m Shiva the God of death. 

Note how Arthur’s mind leaps from thing to thing in a deep mania.

But this is called back later.  Right after Michael has destroyed Karen, as he walks off he says, “I’m Shiva the God of death.”  He has not only become the destroyer, he has become Arthur, finishing his quest.

But now let’s turn to the action and character descriptions.  I already read you some of the description of Arthur’s murder.  Let me read you some character descriptions to show you the quality of prose in this script.

Here’s the introduction to Marty Bach, Michael’s boss:

MARTY BACH looks up from his papers. He’s seventy. It’s his name on the door. Big power. Sweet eyes. A thousand neckties. A velvet switchblade. 

I love that velvet switchblade metaphor.  You immediately know this guy – likable and smooth but dangerous.  That’s a great character description.

Or take this, the introduction to Michael.  Which is, curiously, a description of his ID badge, not of Michael himself:

MICHAEL CLAYTON’S FACE — A PHOTOGRAPH laminated onto a Kenner, Bach & Ledeen ID card — FILLS OUR FRAME. It’s a man’s face. Son of a second-generation cop’s face. Father of a ten-year-old boy’s face. A face women like more than they know why. The good soldier’s face. 

Now one thing to note about this description.  It’s not really filmable.  What exactly is the face of the son of a second-generation cop?  (Could it be my face?  My father was a cop.)

But it slips important information about the character into this description, while still giving a general feel for what he looks like.  Although it breaks that “only write what can be seen” rule that screenwriting gurus love to talk about, it lets you know all you need to know about this character.  Excellent writing.

And a lesson for the screenwriter: Tony Gilroy didn’t worry too much about that filmable rule.  You don’t need to worry about it either.

Shall we do another?  Why not?  Here’s the introduction to Arthur, who until this point we’ve only met in voiceover:


A shabby, ugly pisshole. Two chairs. No air. ARTHUR EDENS in the flesh. Late fifties. Brilliance and grace amidst the manic shambles. 

In 22 short words, we get a clear description of both the room and the character.  Again, brilliant.

And notice: there’s not a complete sentence there anywhere.  Not a single verb.  (Take that, those who say you need strong verbs for good writing!)

Great writing defies all rules.  And this screenplay has great writing.

And just because I have to, I’ll add one more excerpt, this one describing action, setting, and character state-of-mind.  This one happens in the teaser, right after Michael has driven off from dealing with the sleazy hit-and-run guy:


MICHAEL getting out of the car. Standing there. 

THREE HORSES poised at the crest of the pasture. Hanging there in the fog like ghosts. 

MICHAEL jumping the fence. Walking slowly into the field. Behind him, the MERCEDES with the engine running. 

THE HORSES aware of him now. Watching him come. 

MICHAEL’S FACE as he walks. And later on we’ll understand all the forces roiling inside him, but for the moment, the simplest thing to say is that this is a man who needs more than anything to see one pure, natural thing, and by some miracle has found his way to this place. The wet grass and cold air and no coat — none of it makes any difference to him right now — he’s a pilgrim stumbling into the cathedral. 

And he stops. Just standing there. Empty. Open. Lost. Nothing but the field and the fog and the woods beyond. THE HORSES staring at him.
MICHAEL staring back. And just like that… 


THE HORSES already running before MICHAEL can turn back — pieces of the car that have been blown into the sky still raining down before he’s fully grasped what’s happening — 

MICHAEL simply shocked. Senseless. Standing there frozen. Stunned. What just happened? The car — his car — is gone — just like that. MICHAEL looks around. Looks back.

He should be dead. He is not. 


And suddenly it’s clear. All that staggered chaos in Michael’s eyes suddenly replaced with steel. He should be dead. He is not. 

And now he’s walking. Toward the car. 

Walking faster. Determined. And suddenly he’s running — running toward the fire. Faster and faster, as we…

And then we’re into a new scene.

Note again how this breaks a lot of the rules.  All those -ing words.  Precious few strong verbs.   Lots of sentence fragments.  But how well it captures this moment in the film.

The writing in this script is a pure joy.  If you want a terrific reading experience, download the script from and read it.  You can thank me later.

One last thing I want to share about this script.  I heard Tony Gilroy, the writer, speak at the Austin Film Festival a couple years ago.

He said that for him, before he starts writing he needs to know the key point of the movie.  He described it as having the key drop.

When he was researching this screenplay, he had lunch with a senior litigator.  She told him this story.  Apparently their firm was working on the defense on a major product liability case.  And a junior associate, in diving through the papers, found a smoking gun memo, one that proved that their client was completely in the wrong.

What happened then? Asked Gilroy.

And the lawyer replied, that guy became the youngest partner the firm ever had.  And we won the case.

Gilroy said that on hearing that, he had the story.

Now, let’s get to screenwriter lessons from this script.  

First, there’s the characters.  Complex nuanced characters will elevate any story.  And sometimes, they are the story.

This movie wouldn’t work if Michael was a jut-jawed pure-as-snow hero.  It wouldn’t work if Arthur was a normal guy committed to doing the right thing.  It wouldn’t work if Karen were a hard-as-nails dark-hearted villain.  The movie works because of the nuances in these characters.

I know, saying that a movie should have good characters is kind of obvious.  But I want to look at one particular example.  Look at the similarities between Michael and Verne and Iker, the two assassins.  

They both fix problems.  We see them doing similar things in the movie – trying to find Arthur, breaking into Arthur’s apartment, making problems go away.  Of course, Verne and Iker are more ruthless, more evil.  Michael wouldn’t kill someone, or so we hope.  But I think it’s fair to say that Verne and Iker are Michael’s dark shadows.

The presence of Verne and Iker add so much resonance to Michael’s character.  You can see one path that he might follow, and the dark place where it leads.

In any event, the quality of these characters elevates this screenplay far above many others in this genre.  So screenwriters, take heed.

Second, the quality of the writing.  I spent a good amount of time telling you how great the writing is in this screenplay.  But does it really matter?  Given that the people who watch the movie won’t see the words on the page, does it matter if a murder scene is well-written?

I certainly think so.  And quite aside from anything else, don’t you want people to get excited about your screenplay?  People who might want to buy the thing, who might be judging you based on the quality of your screenplay?  Having read this screenplay, I am immediately more interested in seeing other things that Tony Gilroy worked on.  And if I were a producer, I’d be more interested in producing this screenplay just because of its quality.  That’s got to count for something.

Third, note just how bloodless the evil is in this film.  The murder of Arthur.  The car exploding, seen only from a distance.  The lack of passion in Karen as she orders murder.  That very lack of passion makes it all more effective.  It’s the contrast between the horrors that are being done and the lack of horror in how they are done.

That’s not going to be appropriate for all films.  But it certainly works here.  Think of this as another tool to put in your writer’s toolbox: not to be used for all jobs, but useful when you need it.

So that’s MICHAEL CLAYTON.  I hope you enjoyed it as much as I did.

Next time, we’re going to spend more time on this screenplay.  I’m going to do a deep dive into two scenes, the midpoint confrontation between Michael and Arthur, and the scene soon after when Karen orders Arthur’s murder.  

Until then, check us out at, where you’ll find the script of this episode, a link to the MICHAEL CLAYTON screenplay, and the Storylanes chart for this movie.

And if you enjoyed this podcast, please leave a review on whichever Podcast service you heard it on.  That will help others discover us.

This is Joe Dzikiewicz and the Storylanes podcast.  Talk at you later.

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The Storylanes Podcast tells the story of how Smart House Movie LLC is producing DOMICIDAL, a new feature film.  We talk about all the trials of producing an independent film, with episodes that talk about read-throughs and script feedback and directing and all the other filmmaking things.

But we also dive into movie scripts.  A lot of our episodes look at the great films and their scripts, giving a screenwriter’s view of the world.  Each screenplay episode does a deep-dive analysis of one movie or show, examining how the story is structured and how all the elements come together to create the story, complete with a chart showing all the story’s key beats.

So check out Storylanes.  You just might learn something about the craft of filmmaking!