9 / 10
Official trailer
A Thriller for Grown-Ups
Michael Clayton is a thriller for grown-ups. There are no chases to speak of, almost no gunfire and only one explosion. It’s a film about lawyers, corporate counsel, a class-action lawsuit and a memo, and it’s more gripping than almost any action film of its decade. It trusts its audience to follow a complicated story told through conversations, and it pays off that trust with an ending that’s among the most satisfying I know.
Tony Gilroy wrote and directed it, his first film as director after writing the Bourne films.
It came out in 2007 and was nominated for seven Academy Awards, including best picture, and Tilda Swinton won best supporting actress. I give it a 9. It’s intelligent, controlled and beautifully acted, and it’s the kind of film Hollywood barely makes anymore.
What grabs me about this film is how little it needs to raise its voice. I lean in to conversations about a memo the way other movies make me lean in to a car chase, and I never once miss the gunfire. Every performance is pitched at the same low, dangerous hum, and I find that more thrilling than anything with a body count.
The Fixer
The title character, Michael Clayton, works for Kenner, Bach and Ledeen, one of the biggest law firms in New York. He’s the firm’s fixer, the man who handles clients’ embarrassing problems: a hit-and-run, a scandal, a son in trouble with the police. He calls himself a janitor, and he’s very good at it, and he hates it.
His life is falling apart. He’s divorced, he sees his young son only occasionally, he has a gambling problem, and a restaurant he opened with his brother, a recovering addict, has collapsed and left him owing a large debt to a loan shark. He needs money, fast, and he’s been passed over for partnership for years. He’s a man at the end of his rope, doing a job he despises for people he doesn’t respect.
George Clooney plays him with a tired, watchful stillness. It’s one of his best performances, stripped of his usual charm, and it was nominated for the Oscar. Clayton is a man who has spent so long cleaning up other people’s messes that he has forgotten he ever had principles.
For Writers
Clayton calls himself a janitor. The film’s hero is a man whose job is making other people’s wrongdoing disappear, and he hates it.
When you write a protagonist, a character who is good at a job they despise has built-in tension. Every task they complete costs them a little more of themselves. Give your hero a skill they’re proud of and a purpose they’re ashamed of. Let every scene of competence remind them, and the reader, of the conflict.
Arthur’s Breakdown
The firm’s top litigator, Arthur Edens, has spent six years defending U/North, a giant agricultural chemicals company, against a class-action lawsuit claiming its weedkiller poisoned farmers and their families. During a deposition in Milwaukee, Arthur strips naked and declares his love for one of the plaintiffs, a young woman from a farming family. The firm sends Clayton to bring him home.
Tom Wilkinson plays Arthur, and he’s astonishing. Arthur has stopped taking his medication, and he’s manic, rambling, brilliant and heartbroken.
The film opens with his voice, a long, frantic monologue over images of the empty law offices at night, and it’s one of the great openings of the decade. Arthur has found proof that U/North knew its product was deadly, and he’s decided to help the other side.
Wilkinson was nominated for the Oscar, and he should have won. Arthur is mad in some ways and saner than anyone else in the film in others, and Wilkinson makes both feel completely real.
Karen Crowder
Tilda Swinton plays Karen Crowder, U/North’s general counsel, the corporate lawyer responsible for making the lawsuit go away. She’s anxious, ambitious and completely out of her depth, and she’s the most frightening character in the film because she’s so ordinary. She’s a middle manager who sweats through her blouse before meetings.
The film shows her rehearsing her public statements alone in her hotel room, in front of a mirror, practising the right words and the right smile. The scene is startling, and it lays bare the whole machinery of corporate evil in a few moments: the fear, the ambition, the careful language and the desperate need to appear in control.
That mirror scene is why Swinton frightens me more than any masked killer. I can’t think of a sharper picture of corporate cowardice, and that rehearsed smile makes my skin crawl.
When Karen learns what Arthur knows, she makes a decision that no one in the film ever says aloud. She hires two quiet men to deal with the problem. Swinton won the Oscar for the role, and she deserved it. She makes a woman who arranges a murder seem pitiful and completely believable.
For Writers
Karen Crowder rehearses her statements in a hotel mirror, sweating. The film’s villain is an anxious middle manager. That makes her more frightening.
Give your institutional antagonist one private scene of vulnerability, where they rehearse, panic or doubt. Let the reader understand them without excusing them.
In stories about corporate or institutional evil, a monster in a boardroom is easy to dismiss. An ordinary person doing terrible things out of fear and ambition is harder to forget.
The Memo
At the center of the plot is a single document, a memo written years earlier by U/North’s own scientists, showing that the company knew its weedkiller was toxic and decided to sell it anyway. Arthur has found a copy. It would destroy U/North’s defense, expose the company to enormous damages and ruin the careers of everyone who buried it.
Its whole thriller hangs on who has the memo, who knows about it and what they’re willing to do to control it. The plot is quiet and paper-based, and it’s more tense than a dozen gunfights, because the stakes are so clear. A few sheets of paper could change thousands of lives and bring down a corporation, and several people in the film are prepared to kill to stop that.
It’s also sharp about how such documents get buried. Nobody at U/North set out to poison farmers. The memo was written, read, filed and forgotten by people who each decided it wasn’t their responsibility, and the film suggests that this, not any single act of malice, is how corporate disasters really happen.
The Horses
After a night spent dealing with a client’s problem, Clayton drives through the countryside at dawn and stops his car when he sees three horses standing on a hill. He gets out and walks toward them. Moments later, his car explodes behind him. Someone has planted a bomb in it.
The scene is the heart of the film, and few thrillers have a moment as beautiful and mysterious. The horses save his life by accident, or by grace, and the film never explains why he stopped. The film has opened with the explosion and then gone back four days to show how we got there, so the audience watches the whole story knowing where it’s heading, and the horses scene hits with enormous force when it finally comes around.
I’d hold up the horses on that hill against any set piece in any thriller of the decade. The film refuses to explain why he stops, and I love that refusal, because the mystery is what gives the scene its power. This is the moment Clayton understands what kind of people he’s dealing with. They believe they’ve just killed him. That gives him the one advantage he’s going to need. For a few hours, he’s a dead man, and dead men can go places the living can’t.
For Writers
It opens with the explosion, then goes back four days. The audience watches the whole story knowing where it leads, and the horses scene hits harder for it.
Try opening your story with its most dramatic moment, then cut back to the beginning. Let the reader spend the first half of the story waiting for that moment to arrive.
For a story with a dramatic midpoint, showing it first can create a different kind of tension. The reader stops asking what happens and starts asking how and why.
Sydney Pollack
Sydney Pollack plays Marty Bach, the head of the law firm and Clayton’s boss, and he’s excellent: smooth, genial, cynical and utterly practical. Marty knows exactly what his firm does for its clients and doesn’t pretend otherwise. He’s fond of Clayton, and he’ll sacrifice him without hesitation if it protects the firm.
Pollack was a director, of Tootsie, Out of Africa and many others, and a producer of Michael Clayton, and he had a late career as a character actor playing powerful, charming men. He’s one of the reasons the film’s world feels so real. Marty’s office, his manner and his language are exactly those of a man who has run a powerful law firm for decades.
Pollack died the year after the film was released. It’s among his final screen performances. That’s a fitting one: a warm, clever, morally flexible man who represents everything the film is angry about, played with such charm that you almost forgive him.
The Family
Much of the film’s emotional weight comes from Clayton’s family. His son, Henry, is devoted to a fantasy novel called Realm and Conquest. Arthur, in his madness, has been reading it too, and it gives the film a strange, poetic thread about knights, quests and doing the right thing.
His brother, a police detective, is loyal and worried, and his other brother, the one whose addiction sank their restaurant, is a painful reminder of Clayton’s debts. Michael Clayton never lingers on these relationships, but they give Clayton a reason to care about something beyond himself, and they explain why a tired, compromised man might finally decide to act. Clayton wants to be someone his son could admire, and for most of the film he isn’t.
The Ending
The final confrontation between Clayton and Karen Crowder takes place in a hotel corridor, outside a U/North board meeting.
This is a deeply satisfying ending. It’s quiet, fast and devastating, and Clooney plays it with a cold fury he has held back for the whole film. I won’t describe it in detail. Clayton has spent the whole film being the man who fixes things for powerful people. In the final scene, he fixes something for himself.
Then comes the coda. Clayton walks out onto the street, gets into a taxi, hands the driver fifty dollars and tells him to just drive. The camera holds on his face for the whole of the end credits, as he rides through the city in silence, thinking. That’s a bold choice, a long, unbroken close-up of a man who has just done the right thing for the first time in years and doesn’t yet know what it will cost him.
Gilroy’s Craft
Tony Gilroy had written the Bourne films, and Michael Clayton shows everything he learned about pace and plotting, without the action. The script is dense and precise, the dialogue is sharp and the structure, beginning at the end and circling back, is tightly controlled. Robert Elswit’s cinematography gives New York a cold, glassy, nighttime beauty, and James Newton Howard’s score is quiet and tense.
This is a film that trusts its actors and its audience. Scenes play out at length, conversations carry the plot, and the film never explains more than it needs to. Gilroy went on to write and direct other films, and much later, the acclaimed Star Wars series Andor. It has the same intelligence and the same interest in how ordinary people are drawn into systems of power.
Craft Note
Craft Note
Michael Clayton builds its thriller around a document. The stakes are a memo, and everyone’s fate depends on who controls it, so the tension comes from knowledge.
If you write a thriller, gunfire and chases are the easy way to create tension. A single piece of information that everyone wants can create more, because the reader understands exactly what’s at stake.
Put one piece of evidence at the center of your plot. Make sure the reader knows what it proves, who wants it and what each of them would do to control it.
The Verdict on Michael Clayton
Yes. It’s a 9, and I’d put it near the top of the thrillers from its decade, because it gets every big moment right with conversation, a memo, three horses and one taxi ride. It stops a notch short of a 10 for me only because its world is so cold that I admire it more than I warm to it. Watch it for Clooney, Wilkinson and Swinton, for the horses on the hill and for the long taxi ride at the end.
