‘Out of the Past’: The Quintessential Film Noir that Launched Robert Mitchum and Kirk Douglas’ Careers


By Sven Mikulec

Seventy years since its release, Out of the Past has long enjoyed an established place in film historians’ lectures on the best examples of film noir. Produced by RKO, a company which mainly specialized in the production of B-movies by that time and every once in a while managed to place an A-picture on the market, the project brought together an experienced group consisting of RKO regulars. In the director’s chair sat Jacques Tourneur, the son of the renowned French film director and screenwriter Maurice Tourneur and a filmmaker who made a name for himself by working on films such as Cat People and I Walked with a Zombie; behind the camera the excellent cinematographer Nicholas Musuraca (Cat People, I Remember Mama); under the spotlight the great Robert Mitchum, at this point at the start of his leading man career, and the very talented Jane Greer.

The screenplay was written by Daniel Mainwaring and based on the author’s 1946 novel ‘Build My Gallows High,’ a successful book Mainwaring published under the pseudonym of Geoffrey Homes. James M. Cain, the hardboiled crime fiction writer, and The Wings of Eagles screenwriter Frank Fenton did rewrites, and the cast was enriched with another relative newcomer with vast potential, Kirk Douglas. Out of the Past made a modest profit of $90,000 and received none of the Academy Awards nominations, but in time grew in stature, with its once overlooked qualities slowly getting the appreciation they deserved.

Today, Jacques Tourneur’s Out of the Past is widely considered to be one of the very best film noirs of the forties and a definitive high-quality representative of the genre altogether. Cynical and bitter, fatalistic and presenting an archetypal hero of film noir in Mitchum’s lead character, exhibiting masterful utilization of light and shadows amplified by an extensive and peculiar use of cigarette smoke, introducing an inescapably destructive femme fatale who attracts men to their demise like moths to a flame—Out of the Past is atmospheric, humorous and elevated by an extremely talented trio of main actors and actresses.

The narrative features a combination of linear and flashback storytelling, and introduces the character of Jeff Bailey, a former private investigator who fled from New York after falling in love with Kathie, a girl he was hired to track down by an influential businessman called Whit. The businessman claimed the woman shot him and stole his money, but our protagonist simply stopped caring about the issue of her obvious guilt, completely bedazzled by her charms. The two of them run away together but get separated. Jeff now lives in a small town managing a gas pump and trying to start over with Ann, a really decent, good-hearted and innocent girl who knows nothing of his dark past and cares about him endlessly. The past, as it always does, comes to haunt him when one of the businessman’s henchmen arrives to town and insists Jeff goes to see his unpredictable employer, the man he betrayed and double-crossed. On their way to Whit, Jeff starts telling Ann his complete story, with the film ending up back in the present for its sad but necessary resolution.

Out of the Past is a film that launched Robert Mitchum’s career and his portrayal of the laconic, indifferent ex-private eye with an air of an experienced man nothing could possibly surprise, consciously treading along the path of his self-destruction, set a new standard. However, he landed the part only after Humphrey Bogart, John Garfield and Dick Powell decided to pass on the offer. Kirk Douglas, who played Whit the businessman, was also at the start of his career and, just like Mitchum, used Out of the Past as a platform on which he would build future successes. According to several testimonies from the set, Mitchum and Douglas engaged in a continuous struggle to dominate the set and overshadow one another, their initial competitiveness utilized to the best degree at the end. Even though Out of the Past could be rightfully considered a true Robert Mitchum movie, Douglas’ efforts cannot be overlooked, because some of the film’s best moments stem from the captivating dynamics these two had developed during the shoot.

A lot of ink has been spilled on the controversial character of Kathie, the man-eating, unscrupulous thief and murderer who basically isn’t all that different from Whit, the man she doesn’t hesitate to cross and harm several times, but somehow gets cast in a far worse light at the same time. What some might consider Out of the Past’s weakness we choose to consider as one of its additional strengths: while, in all her viciousness, Kathie functions perfectly as a catalyst within the story, her existence in this form also sheds some light on the cultural and social trends of this specific period. After the Second World War finished, the role of women changed as men’s perception of the “natural” roles of women shifted: as men went to war, women filled their places in the industry and, to shock and terror of many, a woman’s place was no longer restricted to the kitchen and laundry area. As unfair, prejudiced and superficial Kathie’s characterization might have been, it serves faultlessly to illuminate the fears that haunted many male minds of the time and is, as such, a valuable addition to the film’s general significance.

The film was loosely remade in 1984 under the title of Against All Odds, with the three main parts played by Jeff Bridges, Rachel Ward and James Woods, while Jane Greer appeared in a minor role as Ward’s mother. The film was directed by Taylor Hackford, the filmmaker who later made An Officer and a Gentleman and Ray, but was inferior to its source of inspiration measured by every possible standard. It must have been hard to expect, however, to top a movie film critics often refer to as the quintessential film noir masterpiece.

With composer and devoted RKO contractee Roy Webb’s score, with Jacques Tourneur’s skillful direction and Nicholas Musuraca’s atmospheric, restrained but gorgeous cinematography, Out of the Past is a technically superbly made film, but also a film whose main value stems from the fascinatingly engaging screenplay and the cast who brought it to life. The dialogue is always sharp and often exhibiting delightfully dark humor, the narrative is carefully woven and the characters are built and illuminated with care and precision. During the flashback portion of the film, when Robert Mitchum’s character has a conversation with Jane Greer’s femme fatale, she asks him whether he believes she didn’t take Kirk Douglas’ businessman’s money. He simply responds with the iconic “Baby, I don’t care” line. This is what it’s all about basically: a man who knowingly goes down the road where his destruction awaits in silence and anticipation, because he is helpless and obsessed. In Robert Mitchum’s interpretation of the character, you not only understand the protagonist perfectly, you sympathize with him and choose to enjoy the ride even though you’re completely aware where it leads. Out of the Past is a good title for this film, as it’s the main character’s past that disrupts his present and finally seals his future, but the title of Mainwaring’s original novel ‘Build My Gallows High,’ under which the film was presented to British viewers, suits the story even better. Our hero knows how dangerous Kathie really is, but simply doesn’t care—the flame is just too bright.

Screenwriter must-read: Daniel Mainwaring’s script for Out of the Past [PDF]. (NOTE: For educational and research purposes only). The Blu-ray of the film is available from the Warner Archive Collection. Absolutely our highest recommendation.

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“Daniel Mainwaring wrote both the original novel (Build My Gallows High) and the screenplay for Out of the Past (1947). He alone is responsible for the thematic density of the film in which such ultimate noir elements as betrayal, the femme fatale, and the frame-up are combined with reckless abandon. After completing Out of the Past, Mainwaring, in spite of a brush with Hollywood’s witch-hunters, went on to script three films that represent the perfect cinematic realization of the burgeoning middle-class paranoia of the fifties. The first of these was The Hitch-Hiker (1953, directed by Ida Lupino), in which Kansas desperado Emmett Meyers (William Talman) systematically terrorizes two average family men (Edmond O’Brien and Frank Lovejoy) on a fishing trip. The second was The Phenix City Story (1955, directed by Phil Karlson), based on the real-life struggle of Alabama Attorney General John Patterson against the ruthless, entrenched power of the vice rings that controlled Phenix City. The third was Invasion of the Body Snatchers (1956, directed by Don Siegel), a marvelous marriage of film noir paranoia, political hysteria, and a science fiction premise. In addition to this trilogy (which exhibits a remarkable consistency of tone), Mainwaring wrote The Lawless (1950) for Joseph Losey, as well as The Big Steal (1949), Baby Face Nelson (1957), and The Gun Runners (1958) for Don Siegel.

The following remarks, which pertain to Out of the Past and RKO, were excerpted from comments Mainwaring made when he appeared at a seminar on the gangster film held at Northwestern University in the summer of 1972, a project sponsored by the University of Illinois in conjunction with the American Film Institute and supported by a grant from the National Endowment for the Arts in Washington, D.C. Mainwaring prefaced his remarks with a short biographical statement.” —Daniel Mainwaring: Americana

I went to Fresno State… In the early twenties I worked as a crime reporter for the Los Angeles Examiner… In 1935 I got my first job in the industry as a publicity man at Warner Brothers. Working in publicity you got to see and learn more about picture making than the writers did… I didn’t escape from the publicity racket until 1943. Bill Thomas of Pine and Thomas, who made very small and very bad pictures at Paramount, gave me my first real screenwriting job. I wrote six pictures in one year, all of which I’d just as soon forget except Big Town (1947). At the end of the year, I fled to the hills and wrote Build My Gallows High. Bill Dozier, head of RKO, bought it and me with it. Warren Duff, an ex-Warners writer, produced, Jacques Tourneur directed. Robert Mitchum, Kirk Douglas, and Jane Greer were the stars. On the advice of Gallup’s Audience Research, RKO changed the title to Out of the Past. I stayed at RKO until 1949. Howard Hughes dropped my option when I refused to work on I Married a Communist (1949). He used that project to get rid of a lot of writers, directors, and actors. If you turned it down, out you went.

You’d written some mystery novels in the thirties. Did you sense different interests and different themes in this novel in the forties?
Well, Build My Gallows High was a different kind of book, entirely different. First I had a detective named Robin Bishop, and I got sick of him. Bishop got married and then got awfully soft, and I got fed up with him. I changed to Humphrey Campbell, who was a tougher one. With Build My Gallows High I wanted to get away from straight mystery novels. Those detective stories are a bore to write. You’ve got to figure out “whodunit.” I’d get to the end and have to say whodunit and be so mixed up I couldn’t decide myself.

The thing which struck me was when Mitchum went in to see Douglas and said, “We have to have a fall guy.”
That was right out of The Maltese Falcon. Chandler swiped from Hammett. I thought I could, too.

How do you interpret that last business with the deaf boy? Are we supposed to think that the boy is purposely lying to her so she will go on to a better life?

Even with the two people from the small town getting together and going away, it’s not much of a happy ending because all of the interesting people are dead.
Well, the front office said, “Jesus, you can’t end it with them dead there. You’ve got to put something on it.” Nowadays they would have ended it right there with both of them dead.

Why did you choose not to stage the scene [in the novel] in which Kathie shoots Whit?
It was staged, but it worked out better the other way. There was a scene when Whit came back from Reno with the money and she shot him, but we found it was more effective if we stayed on Mitchum [Jeff Bailey], and he walks in and finds the dead man. The first time I ever saw the film, they were showing it to some people on the lot. When Mitchum walked in and found that body lying there, all those people who worked on the lot said, “Oh no, not another one.”

When you were doing the script, did you know that Robert Mitchum was going to play Jeff Bailey?
When I finished the script, I took it down to Newport where Bogart was living. He was going to do it, but Warners wouldn’t let him. So then we took Mitchum. He had already done G.I. Joe [The Story of G.I. Joe, 1945], which was a beauty. He was fine, though he looks a little fat.

That was just before his trouble with the law.
He smoked marijuana all the time on the set. He had a vicious sense of humor. The executive producer on the film was a guy named Robert Sparks, a very nice guy, dignified and sweet. Sheilah Graham, the commentator, came on the set to see Mitchum, and she was talking to him when a drunken dress extra came up and started pestering Mitchum. Finally Mitchum had to tell him to get the hell out of there. Graham said, “Who was that?” Mitchum replied off-handedly, “That’s a very sad story. That’s our executive producer, Robert Sparks. He’s an alcoholic.” Sheilah was busily taking notes the whole time, but luckily the publicity man overheard, and afterwards he took her aside and said Mitchum was kidding. Well, she wouldn’t believe him and finally had to be taken up to Sparks’ office to meet him.

How did they decide what actor would play the part? Did they have readings or did they just say, “Well, Rhonda Fleming is available”?
Rhonda Fleming was under contract. Mitchum was under contract. Jane Greer was under contract. They fit the parts, so we used them. They [the studio] had to pay them anyway.

Had Jane Greer made many pictures before this one?
No, I think this was her first big role. Warren Duff decided to use her. They tested her and she was fine. She was in The Big Steal next.

How did you get along with Duff?
He was a sensitive man and a fine producer to work for. [Dore] Schary didn’t like him. When Schary came to RKO, he fired him. Schary didn’t like Out of the Past because it had been bought before he came. He didn’t like anything that was in progress at the studio when he got there. He tried to get rid of all of them. He just threw them out without any decent publicity.

One thing I noticed was there are a lot of small towns in your films, and these small towns turn out to be not very safe places.
Small towns are miserable places. Farmers I know up in the San Joaquin Valley have been trying to put out a contract on [Cesar] Chavez to get him knocked off for organizing the migrant workers. They’re sweet people.



“Look at the scene in Out of the Past where Dickie Moore saves Robert Mitchum by hooking the arm of the man who’s trying to kill him with his fishing line and yanking him to his death. Tourneur films this scene in a unique way—where any other director would have pumped music into the background and cut to close-ups of a struggle, Tourneur lets us listen to the rushing water of the river below and shoots the action mostly in long shot, giving it a strange, dreamlike inevitability. Tourneur’s films are very special to me, and they’ve been a great inspiration throughout my career. He’s one of those directors whose work renews your enthusiasm for movies—whenever I look at one of his films on tape or on screen, I remember why I wanted to make movies in the first place. The craft, taste, and extraordinary fluid artistry of his cinema make most other movies look bloated and synthetic.” —Martin Scorsese



“A bout of hysterical blindness suffered while working as a machinist for the Lockheed Aircraft Corporation during World War II drove Robert Mitchum to a career as an actor. Married and the father of a young son, the cash-strapped Connecticut native settled for the arguably easier pay of playing bits in Hopalong Cassidy westerns, though he was thrown by his horse on the first day of filming and was terrorized by the mount until he learned to hit back. This and other wild stories fill Mitchum’s time on The Dick Cavett Show, taped in April 1971. A notoriously bellicose interviewee, Mitchum proves himself expectedly laconic and iconoclastic but disarmingly thoughtful while recalling his experience on a Georgia chain gang at age 15 (‘I was busted for mopery, with intent to gawk’) and his years as a RKO contract player, while reflecting on the vagaries of show business, on politics, and of the paradoxical loneliness of the life of a movie star. Mitchum was at a pivotal point in his career at this point, having put his back to rote studio work and pointed towards starring roles in such late life triumphs as The Friends of Eddie Coyle (1973), The Yakuza (1975), and Farewell My Lovely (1975). The stories only get better as a thirsty Mitchum segues from Perrier to scotch in this rare and timeless time capsule of the life of an American legend.” —Richard Harland Smith, TCM

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“Mitchum, who would have celebrated his 100th birthday next month, says those words to Jane Greer in Out of the Past (1947). She’s just sworn that she hasn’t taken a penny of the 40 grand that somebody—gee, who could that be?—has lifted from gangster Kirk Douglas. Greer knows she’s lying. The viewer knows she’s lying. Mitchum does, too. Doesn’t matter. ‘Baby, I don’t care.’ In those three monosyllables preceded by a term of casual endearment you find the man’s gloriously inglorious persona: amiable yet wary, more than a bit roguish, thoroughly unillusioned.” —After nearly 100 years, there’s still been only one Robert Mitchum


A look back at television appearances by legends of the silver screen, using archive footage to tell the story of their lives and careers. The life and career of one of Hollywood’s original bad boys, Robert Mitchum, is examined using archive footage of his appearances on the BBC that illustrate why he was a favourite of film fans, and an interviewer’s nightmare.

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Robert Mitchum talks about being an actor in a 9-minute 1971 interview.

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More amazing stories from the legendary actor.

These cynical and pessimistic films from the 1930s and ’40s touched a nerve in Americans. Historians link the genre’s overriding paranoia to Cold War-related angst over the nuclear threat and the Hollywood blacklist. In addition, a cinematographer John Bailey demonstrates the creation of noir lighting, which gave films their peculiar look and emphasized the themes of corruption and urban decay.



Film Noir burrows into the mind; it’s disorienting, intriguing and enthralling. Noir brings us into a gritty underworld of lush morbidity, providing intimate peeks at scheming dames, mischievous misfits and flawed men—all caught in the wicked web of a twisted fate. Gary Leva’s Bringing Darkness to Light is the definitive Film Noir documentary, exploring the roots of the genre, its expressions and meanings, and its influence on world cinema. Lavishly illustrated with clips from great Noir classics, the film explores the genre through interviews with filmmakers, actors, and writers such as Christopher Nolan, Sydney Pollack, Paul Schrader, Michael Madsen, Gordon Willis, William Goldman and James Ellroy. Directed by Gary Leva.


Here are several photos taken behind-the-scenes during production of Jacques Tourneur’s Out of the Past. Photographed by N/A © RKO Radio Pictures. Intended for editorial use only. All material for educational and noncommercial purposes only.


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