Perfected in all fields of cinema craftsmanship, ‘Michael Clayton’ leaves the impression of absolute faultlessness


By Sven Mikulec

Eight years ago Michael Clayton effortlessly blew our minds. Written and directed by acclaimed screenwriter Tony Gilroy, it is one of the best directorial debuts we’ve ever witnessed. A slick, soberingly realistic legal thriller, carried on the shoulders of the wonderful talents of George Clooney, Tilda Swinton, Sydney Pollack and one of the best character actors in the business, the brilliant Tom Wilkinson, Michael Clayton swallows you up in its dark world of corporate immorality, life-threatening legal intrigues and sheer ruthlessness of hired guns in perfect suits. What we have before us is a story that steers clear from the pretentious course of complacent didacticism: the film is scripted so sharply and acted so generously that the tension and suspense slowly build up without even giving us a chance to fully grasp the meaning of every spoken word, without offering us the luxury of predicting what these amazingly developed characters might do or say next.

Famed cinematographer Robert Elswit, who worked with Clooney on both Syriana and Good Night, and Good Luck, creates an impeccably crafted visual world that unravels a small segment of its mysteries, with the DOP cleverly playing with the color tones and contrasts of diverse settings pumped with moderately dosed symbolism, while American composer James Newton Howard delivers a score that nicely enriches our protagonist’s story. Perfected in all fields of cinema craftsmanship, this is a film developed with such passion, wit and intelligence that it awards you with a wholly satisfying experience and leaves you with the rare impression of its absolute faultlessness. After all, after an opening sequence as disquetingly haunting as Michael Clayton’s, how can you not fall in love with a movie?

70s movies are the heart of where my moviegoing obsession really began, and they’re still the films I go back and look at the most. It was a combination of muscular filmmaking with great subject matter. And ambiguity. Muscle and ambiguity and complexity and loose ends. That’s been ghetto-ized off to the side now to the Sundance film or the super-indie film, where people are really hanging on for dear life [because] they don’t have enough money to make their movies. They have the twentieth choice of actor, and their crew’s doing everything for the first time. But that era of balls-out, tough, full-stop, pro moviemaking that didn’t have the chaos beaten out of it, there are so many movies that fall into that category: the [Alan J.] Pakula films, Klute was a big influence, Point Blank was a huge influence, all the Gordon Willis films, Sidney Lumet, Hal Ashby, Frank Perry—and Sydney [Pollack]. —Tony Gilroy


A monumentally important screenplay. Screenwriter must-read: Tony Gilroy’s screenplay for Michael Clayton [PDF1, PDF2]. (NOTE: For educational and research purposes only). The DVD/Blu-ray of the film is available at Amazon and other online retailers. Absolutely our highest recommendation.

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“If you are a young screenwriter, this is a great film to study. Gilroy introduces all of the major players in the story in memorable and character-revealing way. The first we see of Karen Crowder (played by Tilda Swinton, who won an Oscar for her performance) is when she is in a public bathroom. She’s hiding in a stall, sweating nervously as everyone wonders where she went during the negotiations of a major settlement. She is the antagonist of the film, but because she is introduced to us in such a vulnerable way, we can sympathize with her. Simon Lund Larsen covers something similar in his piece called ‘Economical Exposition in Michael Clayton.’” —10 Years Later: Michael Clayton



“In only two minutes of screen time, Gilroy introduces Karen, sketches out her background, and reveals her complex personality: both her calm, professional side and her fragile, unstable personal side. All of this prove to be vital clues for later events. Note how seamlessly we ease out of “exposition mode” when the secretary enters the room and interrupts the interview. Those engrossed in the film likely don’t even notice the exposition has ended. It’s also worth noting the exposition in this scene was not created in editing; it was apparently written this way from the start. A scene like this from Michael Clayton could have taken up much more space and time, and could have been much less elegantly told. But Gilroy’s version is economical, to the point — and most significantly perhaps, it never feels like exposition.” —Economical Exposition in Michael Clayton, by Simon Lund Larsen


Alison Feeney-Hart met the man whose 2007 film Michael Clayton saw him receive Bafta and Oscar nominations for best original screenplay to find out his top 10 tips for aspiring screenwriters.


Go to the movies

“I don’t think there is anything you can learn from courses or books. You have been watching movies since you were born. You have filled your life with narrative… and food. It’s already way down deep inside you. Going to the movies, having something to say, having an imagination and the ambition to do it is really all that is required. You can learn how to do anything.”


Make stuff up but keep it real

“This is imaginative work—screenwriters make things up. Everything I have in my life is a result of making things up. There is one thing that you have to know that is a deal-breaker—human behaviour. The quality of your writing will be directly related to your understanding of human behaviour. You need to become a journalist for the movie that is in your head. You need to report on it; every scene has to be real.”


Start small

“Big ideas don’t work. Start with a very small idea that you can build on. With Bourne I never read any of the books; we started again. The very smallest thing with [Jason] Bourne was, ‘If I don’t know who I am and I don’t know where I’m from, perhaps I can identify who I am by what I know how to do.’ We built a whole new world around that small idea. You just start small, you build out and you move one step after the next and that’s how you write a Hollywood movie.”


Learn to live by your wits

“My father was a screenwriter but it’s not some pixie dust creative family thing. I learned from watching how hard he worked and learned about the tempo of a writer’s life—you have to live by your wits. If you are living with someone who lives by their wits, it seems normal to you, it doesn’t scare you as much and you understand the rhythms of it.”


Write for TV

“It’s getting harder and harder to make good movies. TV is where the ambiguity and shades of reality live, it’s where stories can be interesting. A lot of writers are very excited about TV right now and it’s a writer-controlled business. When writers are in control, good things happen. They are more rational, they are hardworking, they are more benevolent. Every time writers have been put in charge of entertainment, things have worked out, so with TV maybe we will see a writer-driven utopia.”


Learn to write anywhere, anytime

“I have an office at home, I’ve written in a million hotel rooms, I can write anywhere now. My whole goal is to want to be at my desk. If the writing is going well, I don’t want to quit. I’m older and wise enough now that if something is going well, I don’t stop. I call and say I’m not coming home for dinner and just keep going. More than anything else, I want to want to go to my desk and to not be afraid of going to work.”


Get a job

“I spent six years tending bar while I figured out how to write screenplays. If you want to write, if you are a young writer and nobody knows you, find a job that pays you the most amount of money for the least amount of hours, so that you have the most amount of time left over to write. You want to live some place where you have some sort of cultural connection and can see as many films and be around as many people as possible. You want to be some place where you can just write and write and write.”


Get a life

“If you don’t have anything to say and if you haven’t done anything except see a bunch of movies, then what’s the point? You can only write what you know about and that will either limit you or open the possibilities to everything. Be interested in lots of things and stay interested. My knowledge is very wide and incredibly thin. It’s much more interesting when journalists and cops and doctors and bankers become screenwriters than 20-year-old film students. There are some exceptions, of course, but if you don’t have anything to say, then why are you here?”


Don’t live in Los Angeles

“I don’t think there is any reason to live there, I think LA is probably very bad for you. It’s a bad place to feed your head. In LA you are driving around all the time, surrounded by people who are making you depressed. I don’t think Hollywood really helps a young writer feel any sense of romance about their life. Even if it’s a delusion, you want to feel special when you go to work in the morning.”


Develop a thick skin and just keep going

“I have assumed both positions of the Hollywood Kama Sutra—top and bottom. It’s very important to be able to handle rejection. I think one of the reasons writers are shy is because we are all very suspicious of our own process because it fails so often. It’s no different from being a novelist or a composer or a painter. When you get rejection from the outside world, you either move on or you don’t. But I think the hardest times are all the days when nothing happens and everybody who has ever written anything knows what I’m talking about. A great day of writing tops everything.”

~ ~ ~


American screenwriter Tony Gilroy talks about his outlining, writing and editing process, and why “the quality of your writing is absolutely capped by your understanding of human behaviour.” Recorded at the BFI Southbank on 29 September 2013.



Tony Gilroy has built a career on making thought-provoking thrillers including the Bourne franchise, Rogue One: A Star Wars Story, and Michael Clayton. In this episode of On Story, Gilroy discusses his long career and what it takes to make a living as a writer.


Principia Trustee and alumna Helen Ostenberg Elswit left her law career to make movies. A humble beginning as Paul Newman’s on-set chauffeur led her to a career as a visual effects producer. Her credits include Master and Commander and A Perfect Storm both of which were nominated for Academy Awards for visual effects. Her husband Robert Elswit is an Academy Award-winning cinematographer. A gradate of the University of Southern California School of Cinematic Arts, he was nominated for an Oscar for his work in Good Night and Good Luck. In 2008 he won the Academy Award for Best Achievement in Cinematography for There Will Be Blood. The Elswits program was conducted interview-style with time for questions from the audience.


“The Tortured Path to Redemption,” Darren Foley’s video essay on Michael Clayton.


On the set of Michael Clayton. Photographed by Myles Aronowitz © Warner Bros. Intended for editorial use only. All material for educational and noncommercial purposes only.


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