Michael Clayton (2007)

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 one of the most satisfying endings 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.

The Fixer

Michael Clayton works for Kenner, Bach and Ledeen, one of the biggest law firms in New York. He isn’t a trial lawyer. 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.

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 precisely because she’s so ordinary. She isn’t a villain in a black hat. 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.

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.

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.

The film builds its whole thriller around 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.

The film is 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 lands with enormous force when it finally comes around.

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.

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 quietly 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

The Verdict on Michael Clayton

Yes. It’s a 9, one of the best thrillers of its decade, and a film for anyone who likes intelligent, adult stories. Watch it for Clooney, Wilkinson and Swinton, for the horses on the hill and for the long taxi ride at the end.

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