On the one hand, how is the ‘legal thriller’ such a successful subgenre? The subject matter is all but impenetrable; however intuitive the concept of justice may be on the surface, the actual legal system seems to defy clear understanding even in the simplest of cases. Few other aspects of modern life engender such a stark and longstanding divide between regular people and those in the know—they speak the language, and it may as well be Greek to the rest of us. No one really enjoys this stuff apart from lawyers, judges, and some specialized reporters, and even they acknowledge that the proceedings are almost always exceedingly dull, to the point that attorneys sometimes design lines of questioning specifically to bore the jurors and cloud their thinking. And there’s a whole subgenre centered on this stuff? How is that popular?
And yet, on the other hand, of course it’s popular. This is one of the things that fiction, and cinema in particular, is best at: making an esoteric corner of society accessible and exciting, at least temporarily. And with the legal thriller, there’s an added attraction: the kind of ethical clarity that the system, in theory, is supposed to be all about. As Wikipedia succinctly puts it, “Usually, crusading lawyers become involved in proving their cases (usually their client’s innocence of the crime of which he is accused, or the culpability of a corrupt corporation which has covered up its malfeasance until this point) to such an extent that they imperil their own interpersonal relationships and frequently, their own lives.”[i] Reality doesn’t work that way, of course; cases get bogged down in technicalities, nothing ever seems truly finished, and that intuitive sense of justice is so rarely satisfied. Legal thrillers, as tense and cynical as they often are, provide a kind of moral escapism, a chance to live in a world where some form of justice is served according to the clean, manageable parameters of fictional narrative. This is certainly the case with Tony Gilroy’s 2007 contribution to the subgenre, Michael Clayton, which carries the added benefit of being a great movie—wonderfully acted, skillfully written and brilliantly restrained, managing to create life-or-death stakes with minimal violence and to deliver the righteous payoff we desire without ever setting foot in a courtroom.
Gilroy is an interesting guy, and in his own subtle way, a perfect fit for this material. Raised outside of New York City in a very artistic household (his mother was a sculptor, his father was a Tony- and Pulitzer Prize-winning theater man, and both his brothers work in the film industry), he’s been in the Hollywood trenches since the early 1990s, quietly carving out his niche as a skillful, fairly prolific screenwriter-for-hire. Even before Michael Clayton back in 2007, his body of work was eclectic in more ways than one, ranging in tone from romantic comedy (The Cutting Edge, 1992) to dead-serious psychological drama (Dolores Claiborne, 1995) and running the full spectrum of critical and commercial success. He’s worked on his own and as one of multiple credited scribes on big-budget blockbusters, including Armageddon (1998) and the work that he’s still best known for: all three entries in the original Bourne trilogy of the 2000s, in which he was the lone constant on an otherwise shifting team of writers. Michael Clayton was a big artistic step for him, but his earlier work had prepared him well: he had worked more in the thriller genre than any other, and had even written about the legal system—in a radically different way—in The Devil’s Advocate (1997); and in watching his words brought to the screen for so many years, he had presumably accrued a lot of secondhand experience of creating atmosphere and suspense, not to mention working with large budgets and big-name actors. So although Michael Clayton was his directorial debut, it’s perhaps no surprise that it plays like the assured work of a much more seasoned filmmaker.[ii]
Side note: you wouldn’t get much indication of that, or even an accurate sense of what the movie is about, from the poster. Which doesn’t really matter, of course, but I mention it because it’s the first glimpse one gets of the movie on this site, and it’s got to be one of the most mystifying movie posters of the past few decades. The out-of-focus image of Michael makes sense (he works at the blurred edges of the law, and such) but his glowering expression deceptively paints him as some sort of fiendishly clever antihero. Even stranger is the tagline that dominates the poster in aggressive red block letters, ‘The Truth Can Be Adjusted’—a line that’s never uttered or even paraphrased in the movie, and together with the image, indicates a Wag the Dog-esque story about a master spin doctor. Which isn’t totally off-base, but certainly isn’t accurate, either. It’s a trivial detail, but just odd enough that I sometimes wonder how it came about.
Gilroy, on the other hand, knows exactly what he’s doing, and has a Hollywood veteran’s familiarity with the cinematic tradition he’s working in. As Ty Burr notes, the movie “falls squarely and satisfyingly into a long legacy of New York morality plays, specifically those directed by Sidney Lumet. Like Serpico, Prince of the City, and The Verdict (Boston-set but New York in feel), Michael Clayton is a drama of dwindling options in a concrete jungle.”[iii] The big class action[iv] lawsuit at the center of the story, which sees the agrochemical giant U-North accused of marketing a lethally toxic pesticide, is a nod to those earlier classics, which often focused on sweeping institutional corruption. Yet the corporate criminality that Gilroy concocts is also satisfyingly timeless, just as relevant today as it was in 2007 (Monsanto was more prominently in the news back then, but the sins of the agrochemical industry are still very much a live issue). In fact, the movie as a whole has aged remarkably well; no one has a smartphone, and the hitmen have a harder time tracking Michael’s car than they probably would nowadays, but otherwise, the world of the movie looks pretty much like the world of today. This thematic durability, along with nuanced characters who mostly defy tired stereotypes of good and evil, gives the movie a refreshing veneer of realism. It’s fictional and thoroughly entertaining, but for the most part, it’s also uncomfortably plausible.
This is one of many reasons why Michael Clayton works so well. Gilroy proves to be an able director, but unsurprisingly given his background, the bedrock of the movie’s success is a screenplay that’s razor-sharp and exquisitely crafted in several mutually reinforcing ways. First, like any good script, it’s exhilarating to listen to on a moment-to-moment basis. Gilroy maintains a delicate balance, crafting dialogue that’s inventive and articulate (he’s clearly done his homework on the relevant legal stuff), but not so dense that it’s difficult to follow; he doesn’t shy away from so-called ‘big words,’ but nor does he show off by using them—or any other ‘writerly’ theatrical flourish—when more straightforward language will do. No one who hasn’t spent time in a high-powered law firm can know for sure how realistic the result is, but it’s perfect for a movie made for a lay audience: a comprehensible and convincing depiction of the way smart people in this rarefied professional setting might talk.
Even more impressive is the way those words flow together. There are brief bursts of physical action in Michael Clayton, and some developments conveyed through visual and musical cues, but for the most part, it’s a story driven by dialogue: argument, discussion, negotiation, and the mental gamesmanship beneath the surface. Already a veteran screenwriter when he wrote this script, Gilroy understands that words can not only move a story forward, but do so in a way that’s just as entertaining as anything else in the cinematic toolkit. The conversations between his characters have a distinct and thrilling rhythm, with fast-paced verbal sparring, tense buildups and resounding crescendoes that create the sort of gripping momentum we typically associate with louder, more bombastic scenes. Even short, incidental interactions have an energy to them that draws our attention. The characters talk, but the dialogue sings.
And at the same time, somehow, it’s wonderfully concise; Gilroy has a knack for loading his lines with plot and character development without making them sound forced. (In this sense especially, the movie generously rewards repeat viewings, even if you understood it pretty well the first time; there are always new dimensions and kernels of significance waiting to be discovered in the dialogue.) There aren’t many scripts out there with fewer wasted words; careful consideration finds every line making a clear contribution to the narrative, thematic, or emotional development of the movie. That gives us a lot to pay attention to, but it doesn’t feel like overkill so much as generosity, the writer going out of his way to make this narrowly focused story as rich and involving as possible. Nor is it restricted to the lines themselves; like all great writers, Gilroy is able to imply a great deal beyond what’s actually said. A brief bit of poker-table banter gives a vivid sense of the underworld where Michael nurses his gambling addiction; U-North general counsel Karen Crowder’s fleeting scenes with her mentor and predecessor, along with a few references to him later on, indicate a lot about the nature of their relationship and the way it informs her decision-making; Michael’s conversation with his son about Uncle Timmy’s various issues leads us to imagine the previous talks they’ve had on the same subject.
It’s not all Gilroy, of course; such a sharp script needs highly skilled actors to fully bring it to life, and the cast delivers—anchored by George Clooney’s engaging, carefully observed performance in the title role. He looks the part, dialing down his naturally-occurring glamour without completely shedding it (he’s still a high-powered attorney, after all), and moving through this rarefied upper-crust setting with convincing ease. He sounds the part, too, delivering the rich dialogue and navigating the emotional turns of the story with the confidence of a born actor who, even thirteen years ago, had already been getting meaty leading roles for nearly a decade. The heart of the performance, however, lies in its restraint; a lot of stress and hardship is heaped on Michael in a fairly short time, but Clooney, in keeping with the tone of Gilroy’s script, doesn’t get theatrically over-dramatic. The toll that it’s all taking on him is conveyed through an ineffable air of loneliness, occasional notes of desperation in his dialogue, and a subtly increasing weight in his face and shoulders—as Manohla Dargis writes, “he’s a variation on those soulfully alone Lumet cops and lawyers who fight the system and struggle to do the right thing, though not necessarily because they want to.”[v] Michael does the right thing in the end, but his character arc is not that of a heroic figure standing up for truth and justice on principle. He’s just a capable, dutiful guy whose moral compass has been slowly ground away by innumerable small compromises in a long career as the firm’s shadowy ‘fixer,’ and who finally pushes back when the fallout starts landing too close to home. “Gilroy,” David Denby notes, “has a sardonic, rather than a melodramatic, view of life: Michael will never be an anti-pollution crusader like Julia Roberts’s Erin Brockovich or John Travolta’s lawyer in A Civil Action. The fixer is hardly shocked to discover that the world is corrupt; he has just had enough of it.”[vi] Clooney makes that subtler, more nuanced arc both entertaining and emotionally compelling.
Meanwhile, Tilda Swinton, the lone Oscar winner among a slew of nominations that the movie received, is less appealing but no less brilliant as Karen Crowder. She’s as close as the movie comes to a traditional villain, and Swinton certainly doesn’t shy away from that aspect of it. She makes Karen a vivid embodiment of predatory capitalism, as zealously committed to the corporate overlord she’s chosen as any other extremist—coming from her, even the blandest business-school language turns unsettling. Yet nor is she a straightforward demon; as Burr notes, Swinton “tempers a corporate counsel’s arrogance with deep fissures of insecurity; you’re always aware of how naked Karen feels in this world of men she has chosen.” Just as much as her own ruthlessness, it’s an overcompensating desire to handle things on her own that drives her to nefarious acts, which she tiptoes around so carefully and awkwardly that at one point, her henchman has to ask: “Is that…okay, you understand, or…okay, proceed?” Swinton expertly manages the tricky task of synthesizing such disparate characteristics into a single convincing person, a memorable incarnation of the banality of evil.
At the opposite end of the spectrum is Tom Wilkinson as Arthur Edens, the firm’s eccentrically brilliant top attorney in the U-North lawsuit—a man who, after a long and distinguished career in this morally murky world, suddenly has an epic meltdown in the middle of a deposition, tearing off his clothes and yelling that he has blood on his hands. For me, this is one area where the screenplay falls a bit short; colleagues refer to Arthur as a “killer” and a “bull,” but Gilroy isn’t quite able to fully convey that legal-heavyweight side of the character. It’s hard to see how he could have worked that in, though, and Wilkinson is still exceptional in the role, finding a sort of demented music in Arthur’s manic ramblings and, most importantly, managing to make a flawed and difficult character deeply sympathetic. Arthur has impulsive and self-destructive tendencies, his actions cause endless trouble for our protagonist, and his sudden crusade against U-North seems to stem mostly from an infatuation with a much younger plaintiff; it’s a credit to Wilkinson’s thrilling performance that we root for him anyway, and understand the respect and admiration professed by his colleagues.
What makes Michael Clayton exceptional, however, is how deep the great acting goes. The late Sydney Pollack is engagingly convincing in the minor but meaty role of Marty Bach, the firm’s seasoned head honcho and Michael’s boss. He’s self-assured, obviously intelligent, and a genuinely good friend to Michael, but also possessed of a certain killer instinct—the kind of cynical, morally flexible sense of honor necessary to thrive in this high-powered world. More than anyone else, he seems not just comfortable, but truly at home in this setting, an exemplar of the old-school, authoritative masculinity that the whole institution is, for the most part, still founded on. In a brief scene when he agrees to help Michael with his debt problem, then makes it contingent upon cleaning up the mess with Arthur, and in response to Michael’s protest, claps him on the shoulder and asks, “Hey, when did you get so fuckin’ delicate?”, Pollack communicates volumes about the character and his worldview.
Pollack was a well-known veteran, accustomed to getting good material, but Gilroy’s succinctly loaded script lets even the second-tier supporting players make a strong impression. How refreshing it must’ve been for Sean Cullen, for example, whose small role as Michael’s police detective brother, Gene, still gives him space to show us the kind of guy he is, the easy rapport between him and Michael, and the prickly but caring relationship they have. Michael O’Keefe, in similarly little screen time, is entertainingly awful as a haughty superior named (of course) Barry, his asshole-ish nature signaled by the suspenders he always wears. Denis O’Hare has only one scene (only tangentially related to the main plot) as the rich client who just hit someone with his Jaguar, but he makes that scene crackle, and his embodiment of arrogant, upper-class entitlement gives a strong early sense of the kind of work Michael does. Bill Raymond subverts stereotypes as Gabe, an enforcer for the unseen loan shark who funded Michael’s recently failed bar venture; he’s technically an antagonist, but so unassuming and sympathetic that you almost forget he’s threatening Michael with kneecapping or worse if he can’t pay up. The same goes for Robert Prescott and Terry Serpico as Mr. Verne and Mr. Iker, the off-the-books corporate operatives called in to spy on Arthur, who are certainly sinister, but aren’t faceless thugs, either. They seem uncomfortable with the violent direction Karen heads in, and while they’re highly competent and discreet, they’re not immune to close calls and mistakes. Merritt Wever is not just innocent, but strikingly odd as Anna, the Wisconsin farm girl who triggers Arthur’s moral epiphany. It’s not often that actors in these minor roles get such rich material, and they jump at the opportunity to make their roles memorable.
They’re able to do so because of another great strength of Gilroy’s screenplay. He packs numerous side- and sub-plots into the story, enough that you could call it ‘sprawling,’ but it’s also tightly and precisely structured. As with the dialogue, nothing is superfluous; everything in there has not just symbolic significance, but a concrete narrative purpose, even if it isn’t always discernible until the end. Michael’s malfunctioning GPS indicates that he has lost his way in life, but also turns out to be caused by Mr. Iker’s rushed exit from the car, where he was planting a bomb. The quiet moment when Michael walks up the hill to the horses is similarly symbolic, but also winds up saving his life. The fantasy book that Michael’s son is reading adds atmosphere and foreshadowing, but also has a concrete effect on Arthur’s progression from accomplice to crusader. Most significant of all is the whole subplot with Michael’s brother Timmy, their failed bar venture, and the $75,000 that Michael now owes to the loan sharks. For a while, it seems to be simply about raising the stakes, heaping another source of stress on Michael along with the main plot, but it turns out to be crucial to Michael’s eventual triumph over Karen and U-North: he uses the bar situation as a pretext to get a fresh police seal from his brother Gene, which lets him break into Arthur’s apartment, where he gets caught but does manage to pocket the receipt from the copy shop, which in turn leads him to the smoking gun. Likewise, Anna doesn’t just serve as the impetus for Arthur’s change of heart; she eventually provides Michael with a key piece of information, confirming his suspicion that Arthur didn’t kill himself. Even her awkward strangeness is revealed here to have had a clear purpose, adding ominous atmosphere to the scene in a subtle, naturalistic way.
This is part of a broader trend; as a director, Gilroy may not have the distinctive style of some famous auteurs, but he does pursue an aesthetic of restraint and relative realism that’s very well suited to a thriller without much violence or kinetic action. He engineers a number of small visual touches that subtly ratchet up tension and unease: a close-up of a mysterious machine covered in blinking green lights among shots of the law office, Karen suddenly revealing a hand inside a plastic bag to handle a sensitive document, a quick pan over to a message Arthur has scrawled on a hotel room wall, or the introduction of movement into the opening montage when Arthur’s story reaches a turning point. As we see in that scene, Gilroy can monologue with the best of them, but he never overdoes it; Arthur’s opening rant is tempered by the fact that we don’t see him, while other monologues are realistically brief and arise organically: Michael leaving an imploring voicemail for Arthur, his background being read out by one of Karen’s associates, and the touching reassurance he offers his son after seeing Uncle Timmy. We see similar restraint in James Newton Howard’s moody score and in Robert Elswit’s cinematography, full of richly realistic colors and deep shadows that evoke the murky moral landscape of the story. The images are stately and mostly straightforward, rarely drawing attention to themselves, but they contribute a great deal to the tension and atmosphere of the movie.
All of this is textbook good filmmaking, from the writing to the acting to the directorial restraint. Michael Clayton remains one of the most compelling legal thrillers out there, and I don’t see that changing any time soon. ◊
© Harrison Swan, 2020
[i] https://en.wikipedia.org/wiki/Legal_thriller
[ii] Gilroy has directed two more features since then: the romantic comedy caper Duplicity (2009) and the franchise spinoff The Bourne Legacy (2012)—both successful, but neither as well-received as Michael Clayton. He’s also continued to work as a writer, including on the Star Wars anthology film Rogue One (2016).
[iii] http://archive.boston.com/ae/movies/articles/2007/10/05/clooney_makes_a_case_for_clayton/
[iv] Maybe it’s just me, but I’ve heard this term regularly over the years and always found myself rather embarrassingly unsure of its meaning, and this project finally compelled me to look it up. Turns out ‘class action’ simply denotes a lawsuit where one of the parties is a group of people officially represented by one or a few of its members, which is why you hear it mostly in cases about large-scale corporate or institutional wrongdoing.
[v] https://www.nytimes.com/2007/10/05/movies/05clay.html?ref=movies
ReWatch List 
Another great essay. As always, reading it added a lot to my enjoyment of the movie. I want to watch it again!
LikeLiked by 1 person