‘Midnight Run’: Martin Brest’s Cult-Action Comedy that Just Doesn’t Seem to Get Old


By Sven Mikulec

When filmmaker Martin Brest developed a script for a buddy action comedy called Midnight Run with the help of his writing partner George Gallo, Robert De Niro finally got the chance to fully try out his comic talents. The Taxi Driver and Raging Bull star previously hoped to star in Penny Marshall’s comedy Big, but the role ultimately went to Tom Hanks, as the studio wasn’t interested in having De Niro’s name on the billboards. The truth is, De Niro simply wasn’t a a huge movie star: he was a very well-respected actor without a doubt, but when it comes to the sphere of mainstream moviemaking, he just wasn’t bankable enough. Sometime in the middle of the seventies, De Niro’s agent Harry Ufland predicted his client will “never be a movie star” because he’s the type of an actor that’s “just not seduced by glamour.” But here he was, eager to give his all in a promising film from a director who made a name of himself thanks to a huge box office hit from a couple of years earlier, Beverly Hills Cop. Whether he loved Brest and Gallo’s script or was simply passionate about testing his limits or changing the public’s perception, making the tough-guy noose around his neck a little looser, De Niro was on board and the only question was who would be a perfect match for playing his partner.

The buddy action subgenre was blooming at the time, with projects like Walter Hill’s 48 Hours (1982) or Richard Donner’s Lethal Weapon (1987) heavily profiting from the audience’s infatuation with these kind of films. No such film can possibly succeed without a solid on-screen chemistry between the buddies, as both of these examples clearly show, but finding De Niro’s counterbalance was no walk in the park. Paramount Pictures, who were supposed to make Midnight Run happen, desired a strong name next to De Niro’s on the credits. They even suggested that Brest changed the role’s gender so they could cast Cher. When Brest shrugged off the idea, Robin Williams’ name came up, and the beloved comic icon was allegedly nothing but keen on the idea of playing the part. But Brest insisted on Charles Grodin, an actor far from the A-list, but a man whose audition with De Niro completely stunned the filmmaker. Disappointed with this choice, Paramount abandoned the project, claiming that a film with such a high budget wasn’t worth all the risk and trouble. Since Brest and Universal executive Casey Silver collaborated well on Beverly Hills Cop, the project was soon under way at Universal.

Midnight Run’s financial and critical success might seem a bit unexpected when you look back at it with a thirty-year break. The premise was anything but revolutionary: a hard-edged ex-cop has to catch an annoying accountant, travel across the country with him while dodging all kinds of obstacles and bring him in to his employer to collect a nice sum that would enable him to retire from the bounty-hunting business and open up a small coffee place. The “one last job and that’s it” routine was hardly fresh even then, but there are several key aspects of this particular film that helped it become one of the most beloved buddy action road-trip films of all time. First of all, as we’ve already stated, a film of this type heavily relies on its cast and the way the actors interact with one another. If you have no chemistry, if you fail to create a believable, captivating relationship between the protagonists based upon the differences in their characters and natures, if you don’t succeed at staging a loveable and charming journey of two seemingly mismatched accidental partners who develop a friendship and respect through a series of problems they have to face together to survive and prosper, it’s safe to say you have a failed movie. With De Niro and Grodin, the ride is nothing but highly enjoyable from beginning to end. In the deadpan master that is Grodin, De Niro finds a worthy counterpart to his previously established and easily played tough-guy persona. Furthermore, the dialogue is witty and engaging, the verbal exchanges are sometimes unexpected and often hilarious, the films is sufficiently stacked with well-executed car chases, train-hopping and helicopter crashes, and a couple of genuinely emotional and intimate moments function as a fine glue that ties all of this together into one hell of a ride.

Midnight Run also features a series of memorable supporting performances from the likes of Yaphet Kotto, Joe Pantoliano and Dennis Farina, while Danny Elfman’s music, which might seem a bit out of place in the context of the composer’s more contemporary body of work, nicely accompanies this both literal and emotional journey of the two antiheroes we’ve come to love. The film was shot by the renowned cinematographer Donald E. Thorin (Thief, Officer and a Gentleman, Scent of a Woman, Shaft) and put together by a team of editors consisting of Oscar-nominated Chris Lebenzon (Top Gun, Crimson Tide), Michael Tronick (True Romance, Remember the Titans) and Billy Weber (Days of Heaven, The Warriors). The film’s not only a wonderful addition to the beloved subgenre or a project that turned De Niro into a bankable name in Hollywood, but a humorous action flick radiating with wit and atmosphere, a perfect representative of the eighties’ action cinema and a film that just doesn’t seem to get old.

A monumentally important screenplay. Screenwriter must-read: George Gallo’s screenplay for Midnight Run [PDF]. (NOTE: For educational and research purposes only). The DVD/Blu-ray of the film is available at Shout! Factory and other online retailers. Absolutely our highest recommendation.


Interview with writer George Gallo by Mike Fury. The following is an excerpt from that interview. Read the full interview at mikefury.net

Midnight Run has become a major cult hit and is still loved by fans. What do you think stood out about the film upon first release and what do audiences enjoy about it today?
I think what audiences like about Midnight Run is the relationship between Jack and The Duke. In many ways it is a love story, although it is one that is short lived. They meet each other, take an instant dislike to one another and over time grow to respect each other which leads to deeper feelings. Both men realize, despite their differences, that they share core beliefs of what is right and wrong. Audiences also think that the road trip angle to the story rings true. Everyone who has ever gone on a long road trip knows that things can go wrong and, as a result, adults can be reduced to behaving like children. No matter how well a script is written, it has to be fully realized by the director and actors. Every last person working on the film did a terrific job.

Could you describe collaborating with Martin Brest and how you found the experience as a young writer?
Marty was highly focused, where I was a bit more all over the place. I’m not a person who suffers from not having ideas. If anything, I have too many ideas. Marty helped rein me in to stay focused on the main story. This has helped me a great deal since my collaboration with him. Whenever I am writing, I try to keep in mind the overall theme of the story so that I don’t go sailing into too many side stories.

Do you have any personal favourite scenes from Midnight Run?
I don’t know if I have a favourite. Much of the relationship between Jack and The Duke is based on my mother and father. I don’t think they ever realized how funny they were when they were arguing about something. My father was very emotional where as my mother was far more calculating. She would let him talk and lead him down alleys and then strike like a cat, so any of the scenes where Jack and The Duke argue are my favorites because they remind me so much of my parents.

What advice would you give to new or aspiring writers and filmmakers?
Stay true to yourself. The Hollywood system can really chew you up and spit you out. There are many people out there, even those who are well meaning, who will tell you why a specific story will never work. If you’re sure that it will work, you have to stick to your guns. When I completed the screenplay for Midnight Run there were a lot of people who didn’t get it. I got a lot of dumb notes about how to make it better. Some of the things people talked about were the scenes that are now considered classics. Stick to your guns and follow your heart and you’ll always come out on top! —Interview with writer George Gallo


Writing Midnight Run: A talk with George Gallo, Scenario Vol 5 No 4 (1999).


Director Martin Brest revisits the triumphs of Beverly Hills Cop and Midnight Run:

“Dealing with someone you would consider a very intense, dramatic actor, to me, is a great opportunity to find humorful moments. The idea of De Niro in this role, it wasn’t really conceived for somebody like that. But Jack Rapke, my agent at the time, said, ‘What about De Niro?’ and I thought, ‘If I could work with Robert De Niro, I’ll figure out the rest later on.’ If you’re thinking about comedy with a capital K, you wouldn’t think of him. But again, the way I approach humorful situations, I saw him as being a perfect actor. But once we had cast him, it was really hard to find somebody to complement him, and everybody wanted to play the part. It was a role that we needed people to read for it because it was really a question of micro-chemistry. Charles Grodin came in, and I remembered a scene in ‘Heaven Can Wait’ where he just turned to another character, it was a deadpan reaction that knocked me off my chair. I remember thinking at the time, ‘He’s doing nothing. Why is that so genius and funny?’ When he read with De Niro, everybody was intimidated by De Niro—and Grodin wasn’t at all.”Martin Brest


The following is an excerpt from Matt Patches’ article, “Martin Brest Directed Beverly Hills Cop, Midnight Run and, Yes, Gigli. Then He Vanished. Why?,” which appeared on the Playboy website on December 19, 2014. You can read the full article over at Playboy.

With each film after Beverly Hills Cop, Brest’s role as a protector became more and more pronounced. Everything was worth the fight and he had enough allies to enter the ring. Midnight Run marked the director’s first feature with Casey Silver, who went from development at Simpson-Bruckheimer (where he first met Brest) to Vice President of Production at Universal Picutres. Brest was ready to make Midnight Run, a script he had developed with writer George Gallo. Enamored by his “pop smart artist” sensibility, Silver went to bat for the director after Paramount passed on the script. “I said I wanted to make it. I championed, I persuaded my bosses, Sean Daniel and Tom Pollock, to make it.” Early tension developed over casting choices for the roles of a wiseass bounty hunter and his even wiser-assed bounty. Brest wanted Robert De Niro and Charles Grodin. “But Bob hadn’t done a comedy comedy and Grodin was great, but not exactly a movie star,” Silver says. “Grodin and De Niro weren’t exactly [Robert] Redford and [Paul] Newman back in those days. I think that’s where there was some soul searching.”

Fights to keep the pair, especially the lesser-known Grodin, were met with a practical counter: Grodin wasn’t available when the studio wanted to shoot, so they’d find someone else and move forward. That didn’t work for Brest. “Marty and De Niro had a pact,” Reinhold says. “They wanted Grodin. So they saw every actor in town to vamp. They had Sharon Stone reading for that role. They were blowing time. I was pissed when I heard it because Marty had me in too!” Reinhold laughs at the prank. “De Niro didn’t even look up when we were reading!” he recalls.


by Glenn Kenny

Film critic Glenn Kenny’s entry in Phaidon/Cahiers Du Cinema’s ‘Anatomy of an Actor’ book series looks at ten key Robert De Niro roles, including the one that helped moved him from big-A Actor to movie star. In this excerpt from Kenny’s book, ‘Robert De Niro: Anatomy of an Actor,’ he looks at Midnight Run. Courtesy of Vulture.

In 1975, when Robert De Niro was shooting Taxi Driver, the actor’s then-agent Harry Ufland told a journalist, “Bob will never be a movie star. He is an actor. He is just not seduced by glamour.” By the middle of the 1980s, Ufland’s prediction was still holding true. In its November 1988 issue, the New York–centric humor/satire magazine Spy published a piece titled “The Unstoppables,” which outlined how the most talked-about actors in the culture were, by and large, not people who made movies that made a lot of money; hence, not “movie stars.” De Niro was pretty much “Exhibit A” for the case put forth by writers Rod Granger and Doris Toumarkine, which was that filmmakers who didn’t succeed at providing a good return on investment needed to be punished. By that time, the spirit of the ostensibly maverick ’70s was long past. Where De Niro fit into a new mode of mainstream filmmaking had yet to be determined. His first foray into middle of the road movies was 1988’s Midnight Run, a crime picture/buddy comedy of the sort refined by the 1982 picture 48 Hours. The hook in this sort of picture (1987’s Lethal Weapon is another) is that the buddies start off as antagonists and arrive at a rapprochement that’s supposed to delight the audience. It’s Neil Simon’s The Odd Couple with guns.

De Niro plays Jack Walsh, a hard-bitten ex-cop and largely down-on-his-luck bounty hunter who is looking to get out of this rotten business and open a coffee shop, if only he could make one big (and, of course, last) score. Such a score is dangled before him by a weasel-like bail bondsman, and soon Walsh has picked up Jonathan “The Duke” Mardukas, a mild-mannered accountant who’s absconded with millions in mob money and donated it to charity. Everybody wants “The Duke,” as it happens: the Mob, the Feds, a rival bounty hunter, and so on. Beneath Mardukas’s mild manner is a shrewd persnickety side that immediately abrades Walsh’s streetwise bearing.

The role of Mardukas was played by Charles Grodin. Their match-up is the most inspired feature of the movie. The rapport between the two lead performers suffices to keep the viewer engaged despite the fact that the movie is overstuffed with scenes that really don’t serve a dramatically legitimate purpose—apparently at the behest of director Martin Brest, who, fresh from the success of 1984’s Beverly Hills Cop brought car chases, prop-plane thefts, and helicopter pursuits into what had been mostly a train-and-autos trek.

Watching De Niro in this picture with a consciousness of the movie’s context at the time of its release is odd because there’s a sense of a retread involved. De Niro is now in a mainstream movie that’s highly informed by the tough-guy tropes that he and Martin Scorsese pioneered in the ’70s. And as he’ll do more explicitly in his performances in mobster or cop roles after the turn of the century (like Analyze That and Righteous Kill, his ill-advised 2008 reunion with Al Pacino), he ever-so-slightly mocks those conventions in Midnight Run. What makes Walsh interesting, if he’s interesting at all, is that he’s being played by De Niro. But while this was the first really ordinary genre picture De Niro worked in as De Niro the Protean Actor, Hollywood by this time was full of actors who aspired to De Niro’s status, acting in precisely these sorts of films. So, at times in Midnight Run, there are instances when De Niro’s application of his own unique talents to the project yields results that look strangely secondhand.

It was during the shooting of one of these scenes that De Niro received a taste of his own improvisational medicine, which had genuinely discomfited such past co-stars as Joe Pesci and Jerry Lewis. Here’s an account from an item in the New York Times: “It was understood that Mr. Grodin might have some opportunity to improvise. The ‘night boxcar scene,’ as Mr. Grodin calls it, was, he said, improvised entirely. The situation begins with Mr. Grodin as Mardukas shutting a boxcar door in Mr. De Niro’s face in an effort to escape him. Mr. De Niro, in the role of Jack Walsh, promptly boards the car from the other side—enraged. But, Mr. Grodin said of the scene, ‘We knew it had to end with De Niro revealing something personal about himself’—the history of a wristwatch that has sentimental value. ‘How do you get to that point in a couple of minutes where he’s going to reveal himself? What do you say?’ Mr. Grodin went back to his motel and wrote down about 15 lines he thought might change the mood of Mr. De Niro, who tends to stay enraged when he becomes enraged. Back to the boxcar, with a crew of about 40 people looking on: comes the crucial moment. Mr. Grodin tries line No. 1: ‘When you get your money for turning me in, you might want to spend some on your wardrobe.’ ‘Not a glimmer of a smile,’ said Mr. Grodin. ‘Nothing. [Director Martin] Brest comes over: ‘I love you. You’ve got to find a way.’ ‘It took me ten days to get ready for Take 1,’ Mr. Grodin said. ‘All those people in the boxcar. It was a tough situation. Out of desperation I said, ‘What could I say to Robert De Niro to get him off the mood he was in?’ That’s when, on Take 2, I asked him if he’d ever had sex with an animal.’ Mr. De Niro’s reaction is on the screen.”


Midnight Run achieved the aim of rendering De Niro bankable. The Spy article that cited De Niro as an “Unstoppable” noted, with no traces of coyness, that it was not able to cite “final rental figures for recent releases such as Robert De Niro’s Midnight Run.” Truth to tell, it did not need to; the movie’s opening weekend put a substantial chink in the authors’ premise. “The movie… racked up $5,518,890 its first weekend in release, putting it among the nation’s top five box office hits—a select group De Niro rarely inhabits (its returns are already more than the total grosses of such De Niro films as Falling in Love and True Confessions),” reported Harry Haun in the New York Daily News. From this point forward, De Niro would be unstoppable in a new and different way. —The Movie That Made Robert De Niro Bankable by Glenn Kenny


LOVE this movie. Was a direct inspiration for Toy Story.
—Andrew Stanton



His brilliant career includes a cast of characters ranging from a crackpot cabbie to the Devil himself. Now the enigmatic actor turns his talents to comedy with Midnight Run. This story is from the August 25th, 1988 issue of Rolling Stone.

In Midnight Run, your acting partner, Charles Grodin, seems to he playing someone quite like his offscreen self.
Yeah. Chuck is funny, very dry. A lot of times, you don’t know whether he’s putting you on or what.

Did you feel you and Grodin were a good comic pair?
I don’t know. That’s up to people to decide. I guess the only thing I can say is you work on a movie, work on it so hard… it’s like swimming the English Channel. When you’re in the middle of it, you swim—you’re committed to it, even if you see flaws. It’s like a child, you know, take them for better or for worse. And you hope people who see it feel good about it.

In a certain way, the picture hinges on a scene in which Grodin’s character, the Duke, and yours, Jack Walsh, go home to Walsh’s estranged family. As you looked at the script, did that scene seem like a turning point?
It gives the whole thing more weight. I don’t know if you can say it makes it another kind of movie, but to me, it’s a wonderful scene.

Acting can be a competitive kind of work. As I was watching you and Grodin in that scene—it seemed almost like a boxing match.
No, he was doing what he thought was right for it. I think what he did was fine. Different people have different styles, and you have to orchestrate them, work together in a kind of harmony… Did you think Chuck was mugging?

I was avoiding the word, but…
Yeah, well, that’s something that you just have to like, ’cause he wants to make it humorous. You have to find a balance, you know. That’s the director’s focus. I trusted Marty would choose the material that was most suited for the scene. He’s aware of everything in Chuck’s style, in my style. He had to balance all that, and I think he did it very well.

Your other recent roles have been smaller character parts. Was there a reason you didn’t feel like doing a whole movie?
Nothing had come along that seemed right, and I liked the idea of doing a cameo, too. It’s fun. You do those kinds of bigger-than-life-type parts or characters—mythical almost I don’t know what people’s perceptions were, but the main thing is you have to do it for yourself. Please other people, and that’s good, but if not, what are you gonna do? —A Rare Talk With Robert De Niro


An untitled 7-minute behind-the-scenes featurette made in 1988, featuring interviews with Robert De Niro, Charles Grodin, Yaphet Kotto, John Ashton, Dennis Farina, Richard Foronjy, Robert Miranda, Martin Brest and George Gallo.


Midnight Run theatrical trailer, 35mm 4K film scan.


In loving memory of Charles Grodin (April 21, 1935 – May 18, 2021)

Here are several photos taken behind-the-scenes during production of Martin Brest’s Midnight Run. Photographed by Holly Bower, Richard Foreman, Dave Friedman © Universal Pictures, City Light Films. Intended for editorial use only. All material for educational and noncommercial purposes only.


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