Michael Clayton

When a film has a man’s name as the title the viewer approaches the film with an expectation that the film will be about that man. See, for example, Butch Cassidy and the Sundance Kid (1969), Patton (1970), Charley Varrick (1973), Superman (1978), Edward Scissorhands (1990), Barton Fink (1991), and Donnie Brasco (1997). All of these films have the main character front and centre and the viewer knows their name before they know anything else about the film. Michael Clayton (2007) is about a man by that name but probably not in the way that you might imagine. The film does not tell its story in chronological order and I started by wondering why, exactly, the writer Tony Gilroy chose to start where he did. The answer to that apparently simple question took me down a rabbit-hole far larger and much more impressive than I had imagined and as I explored what I found my admiration for both the film and its writer grew.

The film starts with a monlogue being narrated by a man, although at this point we have no idea who he is or what his monologue means except that he is clearly suffering some delusions and has arrived at the conclusion that, “the time is now,” although the time for what is not made clear. Later, we might decide that he meant it was the time for taking his clothes off, but even later we might realise that he meant it was time to switch from defence to offence. He is a lawyer and has been defending a case for six years and this monologue is his description of the moment of clarity when he realised he was on the wrong side.

Atmospheric shots of empty offices, cleaners hoovering, a man mopping a stairwell, long empty corridors with the lights off, barren meeting rooms. This is late at night, after office hours, the place is supposed to be closed but a man wheeling a trolley with files on it swoops into a brightly lit office full of people shuffling paper and Bridget Klein (Danielle Skraastad), a journalist on the Wall Street Journal, is on the phone. She’s running a story in tomorrow’s paper on the uNorth defoliant case and she wants a comment. The phone is handed to Marty Bach (Sidney Pollack) who tells her the case is and always has been pending but she claims to know they are settling the six year old case and Marty tells her that her deadline was twenty minutes ago and he wishes her the best of luck. The viewer knows nothing, but what the journalist said appears to be true, they do have lots of people working late at night, “jamming this through,” so Marty’s comment is a clear case of obfuscation and the viewer has to wonder, if they really were settling a $300 million lawsuit why would they not want to comment? From a story perspective, that they are settling this case means, to a non-lawyer like me, that it’s over, this case is dead and whatever this film is about this case is not it. Marty ends the call and asks, “Where the fuck is Karen Crowder?”

Karen Crowder (Tilda Swinton) is hiding in the bathroom having some sort of episode. She is stressed out and panicking about something, huge sweat stains under her armpits, and she looks like shit. In fact, she looks pretty much like this the whole way through the film so whatever she’s doing it is not good for her emotionally, physically or psychologically and we need to understand the reasons for this. We get a long shot of a uNorth logo on a bag which connects her to whatever was going on in the other room but what is it about settling a big case that makes her so nervous, paranoid, scared, or whatever it is she’s feeling right now? Only after seeing the film can we understand what was haunting her, skulking in the ladies toilets at Kenner, Bach & Ledeen, but the viewer, on their first run through, would have no idea and this scene just says that she is one very scared lady.

Michael Clayton (George Clooney) is playing poker in some seedy underground basement late at night. He gets a phone call and leaves. As he leaves the guy running the poker room says, “good to see you again,” indicating that this is not a one off but something he has done regularly if not recently. He takes the call then drives to Westchester. A lawyer called Walter (Thomas McCarthy) has a huge client who has had a hit and run. This scene establishes Michael’s credentials as a genius fixer for the law firm but we also know he is a gambler and dialogue in the poker room establishes that he has other interests including a restaurant. This is all good background, character stuff, but we do not yet know what the story is. Maybe it’s the hit and run?

On the drive to Westchester we see that he has GPS in the car but it is flickering and there is clearly a fault with it. Later we understand why but it’s interesting because at this point in the story it is not clear what this fact tells us, and maybe that’s the point. It might or might not be significant and the viewer has to process this but is unable to resolve it. These are the sorts of details that make the plot seem complicated and twisty turny like a twisty turny thing, not because the plot is complex but because the viewer is busy processing stuff that doesn’t matter. At this point we have no idea what the story is, what is important and which of the things we are seeing, if any, will turn out to be clues or even if there are clues; is this even a clue type story? We know nothing. A guy we just met playing poker is sat in his car performing percussive maintenance on his GPS. So what?

Quick shot of the exterior of the client’s house to say, “money,” in a slightly larger font than normal. Quick shot of Michael examining the car, one of several in the garage. This also says “money,” but it also says the car hit something so maybe this is the story. This rich and powerful client needs to be extricated from this hit and run debacle to save the firm’s finances, maybe. Michael is careful, in control, professional, and despite playing late night poker, he is completely sober. I would bet those cars he has not had one drink. The client, Mr. Greer (Denis O’Hare) is rude, screamy, shouty, and Michael just stands there totally impassive letting the guy vent his spleen until his own wife throws a glass across the room as her way of letting him know he is out of order. Michael is robotically cool and ends the meeting by arranging for a local lawyer to take the case and see it through for the client.This establishes Michael’s credentials as the guy you want in your corner in a crisis but this is not the story.

Michael is driving on country roads in what looks like pre-dawn light. We assume he is driving home from the previous scene but there really is no way of knowing. He pulls over and gets out of the car to look at some horses on the brow of a hill. Later we will see a drawing of this scene in a book found in Arthur Edens’ loft and it will become apparent that Michael stops to look at this scene because he has already seen the picture in Arthur’s book. At this point, however, we have no idea about any of this and for all we know he could have stopped because he loves horses. This is more processing of stuff that doesn’t matter, making connections to things that don’t exist, to make the story more involved, more complex, more tangled and more difficult to unravel. So far, nothing substantive has actually happened and the only lead we had, rich Mr Shouty-Screamy’s hit and run, has been thrown into the discard along with some un-named lawyer who is going to be handling it. We don’t even have smoke and mirrors; all we have is a lot of smoke hiding even more smoke.

And then his car blows up. Michael runs down the hill towards his car and we get a caption: Four Days Earlier. We need to consider this scene because it fulfills an important role in the story. The writer needed an event that was uncontroversially an attempt on Michael’s life to let him know that the game is being played for real, but it has to be non-fatal or the film ends with a funeral after fifteen minutes. Other, more obvious methods, fail only because the assassin is incompetent or unprofessional but due to the highly professional way in which Arthur is murdered later we cannot have the implication that these are incompetent contract killers. So their attempt needs to be good, obviously intentional, but to fail for reasons that are not the killer’s fault. A bomb after he got out of the car for completely unpredictable reasons is going to achieve all of that. The remote, rural location means that no one else is drawn into the story, we don’t have hundreds of cops investigating a bomb going off in a busy city and it ties in nicely with the horses on the hill. Having it happen on the way back from Mr Screamy-Shouty is an obvious timing thing and all of that explains why Mr Greer, the hit and run driver, lives in Westchester not uptown Manhattan.

However, I have now seen this film several times and I still can’t make up my mind about a couple of points. Who the hell is Walter, and was Michael lured to this remote location to be assassinated or was this, within the logic of the story, a coincidence? The writer needed Michael to be near the horses but the killers did not, so if they were going to blow his car up why not do that on the freeway coming out of town? Why did they follow him all the way to Westchester and then decide to blow him up on the way back? And, is this just more processing of unrelated matter, like digesting a meal you haven’t yet eaten? Maybe that’s what thriller means, indigestible chunks and scissored snippets of unrelated matter sprinkled liberally across the plot to confuse, confound and mentally cripple the viewer into believing they no longer even know which film they’re watching never mind what it’s about. Timing is crucial here. Any more of this smoke on smoke stuff would have the audience falling asleep, but this car blowing up alerts them to the fact that despite the incomprehensible monologue and somnambulistic opening there is something going on here and they should put their popcorn to one side and start paying attention.

Fifteen minutes into the film we go back to another beginning. On a computer screen in a child’s bedroom we see the splash screen of something called Realm + Conquest, which turns out to be a multi-media story for kids. It appears in the film several times and fulfills two useful functions in the story so it is useful to know here what it is. A small boy, Henry (Austin Williams) collects together some things, toys, cards, kids stuff, lies to his mom (Jennifer van Dyck) about what he had for breakfast but she calls him out on it and he explains it by telling her, “it’s a miracle,” and then he goes out to join Michael in the car for a father and son day. Henry is smiling, he is looking forward to this and we can assume he enjoys his father’s company, but there is no physical contact between them when he comes out and gets in the car and I have clue one about whether this tells us anything. They talk in the car about the Realm + Conquest book Henry is reading and we learn that Henry was previously at Michael’s house and left him the book for him to read. They discuss this in the car, Henry is excited about it and recommends it to his father and then they pull over and it turns out he is just taking Henry to school. Maybe the familiarity of this routine is the reason they didn’t hug and stuff but it is clear that on an emotional level there is real affection there from both sides even if it is not overtly displayed. It might be worth wondering whether Michael is divorced because he plays poker until three in the morning and then drives to Westchester to solve someone else’s problem, or whether he does those things because he is divorced.

At a restaurant called Tim’s that has closed they are clearing out and auctioning the hardware; bowls, whisks, stuff. Michael is at a table with Gabe (Bill Raymond) discussing money. Michael owes Gabe money, the auction was to raise it and there is going to be a deficit. At this point this looks like just another sub plot, a cross for Michael to bear and another clue to his personality, his character. But later, much later, the decisions Michael makes will be influenced by his need for this money. It’s $80,000 which, from the fact that he’s a twenty year lawyer in a firm with six hundred lawyers and a, “genius fixer,” who is not on hourly rates we would assume that this kind of money would not be chicken feed but within the realms of reality for him. The gambling, however, has left him without any of what Michael calls, “walk away money,” and it seems the restaurant was meant to be an investment for his future but has turned into a liability the consequences of which will eventually force Michael’s hand and drive the story to its conclusion.

A further complication, for Michael, is that his brother, Timmy (David Lansbury), is the one who actually owes this money. His name is, “on the book,” (and on the sign over the door) which means that Timmy and Michael were partners and it is actually Timmy who owes the money and Michael is obligated somehow because Timmy has knocked up a coke dealing waitress and has four stolen radios to his name, which explains why Timmy’s share of the money for the restaurant was borrowed from a loan shark rather than a bank. Michael is a victim of that old ‘blood is thicker than water’ trope, and Timmy is an impact character, influencing the choices the main character makes. It wouldn’t matter if Timmy never actually appears in the film, his influence on how the story plays out is profound. This scene is crucial to understanding the story because it tells us exactly what Michael’s motivations and obligations are. We also learn that timing might be an issue so a clock is ticking now.

Generic shot of Michael walking along a street so that we can see the loan shark has not yet cut his legs off. He enters a building and we get a couple of shots to establish that Kenner, Bach & Ledeen is a huge firm with long carpeted corridors of offices and hundreds of lawyers in tiny boxes billing hours to clients they never see. Michael juggles some phone calls, makes lawyer talk, stands by the window. The whole point of this scene is to give Michael’s secretary (Sharon Washington) a chance to ask him about a merger. “Like I would know,” he says, “I don’t know,” and when she pushes he fobs her off by pointing out her phone is ringing. In a later scene Michael reveals that a merger might mean he is out of a job because officially he doesn’t do what he does and therefore he would have no way of explaining to the new hierarchy just why they need to keep him on. This scene establishes the rationale for the later scene in which he asks Marty Bach for the loan, and is possibly meant to tell us that he is not in all the important loops, but since we have no way of knowing how honest Michael’s, “like I would know” is, it is largely irrelevant on that point. It does tell us, however, that how long the loan shark is prepared to wait may not be the important criteria for timescale, and being out of the loop will mean that he is up against an invisible and possibly moving deadline. A throwaway line almost obscured in all the clutter in this scene is where the secretary mentions, en passant, a pro pos nothing else at all, that she knows Michael has been trying to see Marty Bach. This is obviously to ask for the loan of $80,000. Time’s moving on. The pressure is piling up.

Karen Crowder is rehearsing and editing her lines for a video interview with the press (Amy Hargreaves). She wants to make the right impression and seems obsessed with seemingly trivial details; is it world or globe, or planet, this matters to her. uNorth, an agro-chemicals company, has 75,000 employees in 62 countries and their general counsel is talking to herself in a mirror dressed in her bathrobe and despite having had a shower she looks almost ill with worry. Again, although chronologically this is the first time, we get the impression that she is under a lot of pressure that seems to be mostly self inflicted. She is learning how to dress wounds so that she can stab herself with sharp knives but we have no idea what pushes her to do this. The interview is the announcement of her promotion and maybe this is what she has been scheming for and why she is under this pressure, but we get no real clues as to why she is in this headspace that makes her so uncomfortable except that she has been at uNorth twelve years and therefore clearly wants to be there. She even tells us in this scene, rehearsed twice in her hotel room and replayed a third time in the interview, “when you really enjoy what you’re doing, there’s your balance.” But she had to rehearse it twice which means it’s the image she wants to project rather than the real her, which remains an enigma. We can see for ourselves that she is clearly a highly driven woman, only later do we learn how far she can drive.

As an aside, she dresses like shit. She’s supposed to be a high flying executive lawyer but her clothes come straight out of a Salvation Army thrift store. She’s at this important press conference in a polyester skirt suit she borrowed from a fat friend of her mother and in a later scene she addresses her board of directors wearing a jacket that looks like she found it in her next door neighbour’s dog basket. Maybe this is deliberate, maybe it shows us that the only thing that matters to Karen Crowder is her work.

Karen Crowder’s interview is interrupted and we cut to a phone call being taken somewhere in Kenner, Bach & Ledeen and Michael sticks his head through the doorway to be told that Arthur Edens just stripped naked in a deposition room in Milwaukee. I doubt very much that anyone would connect this to a case we were told twenty minutes ago was being settled. Michael flies to Milwaukee. Apart from anything else, this decreases his chances of seeing Marty Bach any time soon. That $80,000 is not going away. As Michael boards the plane we hear Arthur Edens (Tom Wilkinson) reprise the last couple of lines of his opening monologue, “I took a deep cleansing breath and I set that notion aside, I tabled it, I said to myself as clear as this may be, as potent a feeling as this is, as true a thing as I believe that I have witnessed today it must wait, it must stand the test of time, and Michael, the time is now.” This allows us to mentally connect the name Arthur Edens to the monologue we heard at the beginning and as this scene segues into Arthur finishing that same speech to Michael in the jailhouse in Milwaukee the dots are starting to join up. Arthur repeats that the time is now, so there is more than one clock ticking and Michael’s problem is that he has to somehow beat both of them.

Karen Crowder beats Michael to Milwaukee in the snow, but it is, “nurse Michael,” a name he is given by Arthur, who goes to see Arthur in jail. For the first time we see emotion from Mister Cool, he is annoyed with Arthur for reneging on their agreement. “If you want to go off your medication that’s fine. But you call me first, that was our agreement.” The pressure is beginning to tell and Mister Ice-Cool who stood down the hit and run driver without bothering to breathe is now going toe to toe with his long time friend in a Milwaukee jailhouse. They both cool down and Arthur tells Michael in a very confidential whisper, ashamed to admit it as though he is personally guilty, “they killed them Michael, those small farms, family farms.” Arthur has a long speech in which he mentions dead parents and dying brothers, destroying perfect Anna, a horrific chain of carcinogenic molecules and he tells Michael he has blood on his hands and will no longer trade that realisation for the drug induced nirvanah of his pills. Michael tells him he is the senior litigating partner in one of the largest most respected law firms in the world, “you are a legend,” he says, but Arthur begs to differ, “I am an accomplice,” which Michael counters with, “you are a manic depressive,” but Arthur has the final word, “I am Shiva the god of death.”

Arthur has crossed the Rubicon and will not defend uNorth anymore and we finally get a clue what the story is about. It is also important to realise that Arthur has done this on purpose. He has not simply forgotten to take his pills, he chose not to. There are clues in both the opening monologue and his long speech in the jailhouse that this was a moral choice he actively made, which adds credibility and credence to Michael’s defence of him. But not being the defending council is not the same as being the antagonist. Choosing not to defend uNorth is not the same as choosing to bring them down, so at this point Karen Crowder has the floor to herself. She doesn’t see it that way, she thinks she just lost her strongest ally.

We get to see the video tape of the deposition where Arthur takes his clothes off. Anna (Merritt Wever) a shy young woman, is prompted by her lawyer to read what sounds as though it is going to be a suicide note from her mother but she never gets any of it out since Arthur interrupts with his entirely individual interpretation of the dance of the seven veils. In true Blair Witch style the camera is knocked to the floor and we do not see the coup de gras but Karen Crowder is watching the tape in a hotel room in Milwaukee with two associates and it is fair to say that she does not recognise Arthur’s dance routine as an agreed part of their defence strategy. Maude (Rachel Black), one of the associates, is asked to fill Karen in on the guy sent down from New York to tidy up the mess. Two mouse clicks and she has his biography on screen which gives us Michael’s backstory.

Michael Raymond Clayton, born 9 Sept 1959, Saint Joseph’s hospital, Bronx, New York. Father is NYPD patrolman Raymond Xavier Clayton, mother, Alice Mary Clayton. Graduates Washingtonville Central High School, Orange County New York in 1977, graduates Saint John’s University 1980, Buffalo Law 1982. 82-86 he’s A.D.A. with the Queen’s district attorney’s office, and 1986 he’s with the joint Manhattan Queen’s organised crime task force, and then in 1990 he starts at Kenner, Bach & Ledeen where he’s listed as a special counsel specialising in wills and trusts.

Karen finds this intriguing. He goes from criminal prosecution to wills and trusts, he’s been there seventeen years and he’s not a partner. Who is this guy, she asks. This is an important scene for both these two characters because it tells us that Michael is not just a grunt in a black suit. He’s a smart guy who has found a niche role at which he specialises but there is more to it than getting a local lawyer out to a hit and run client at three in the morning and there is more under the bonnet of Michael’s car than the plain black suit and white shirt would suggest. Karen doesn’t have all this information but is alerted to the fact that there might be more to him than appearances and computerised bio’s would suggest. Technically, at this point, they are on the same side, but she might not be calling him in to bat the next innings just yet.

Very short scene where Michael bails Arthur out of jail.

Michael meets Arthur’s associates in their deposition office in Milwaukee, a hotel room. Surprisingly, he has to tell them that Arthur has a chemical imbalance and requires medication. This is similar to the scene in a science fiction movie where the engineering officer has to explain to the captain how the engines work. The captain already knows this, it’s really for the viewer’s benefit. Michael then tells the associates that Arthur forgot to take his medication. Since we were in the jailhouse with him we know that he didn’t forget but we also know the real reason, so Michael’s lie is not seen as that of some corporate shyster covering his ass but as a man telling a white lie to minimise the damage to his friend. Ironically, then, the lie increases Michael’s credibility and standing with the audience because it shows him empathising with his friend’s predicament. Arthur’s briefcase is missing. The associates surmise that Jody might have it. We never find out who Jody is.

Henry is in bed at home with his toy dragons and furry spiders and he’s on the phone to Arthur telling him about the Realm + Conquest book he told Michael about on the trip to school. It seems that Henry phoned his dad and Arthur answered the phone. Henry is telling Arthur how the story in his book plays out with a group of people, they are having some special dreams, except, this is a whole group of people all having the same dream, telling them that they should go to a special place, they don’t know why, they just have this feeling that they have to go there, that they’ve been summoned, but they don’t know they’re all having the same dream, they all think it’s just them, that maybe they’re going crazy and they don’t want to admit it, but they’re not crazy, it’s real, it’s really happening. Unsurprisingly, Arthur the manic depressive relates to all of this and thinks this little boy has just told him his life story so he gets the details of the book and writes them down.

It is interesting to see how much effort has gone into this Realm + Conquest project. There’s the splash screen, the book, a card game and Henry has plot lines from it in his dialogue but it has precisely nothing to do with the story in the film. It adds verisimilitude to the world we are temporarily invited into but it has nothing to do with preventing uNorth from being killed in court by their carcinogenic defoliant. The connection between Arthur and Henry is, however, quite touching, making us believe both that Henry is older than he seems and that Arthur is more childlike than his age would suggest. But that is exactly the point. In most of his scenes in the film Arthur is as driven as Karen Crowder, but driven to rage, shouting, screaming, eyes on stalks with long discursive monologues that wander all over the expansive realm of his lucid imagination. This touching scene with Henry let’s us see him in an entirely different light and from this we get a better understanding of why Michael feels that Arthur’s life is worth avenging. He isn’t just that angry man with twenty loaves of bread under his arm or the mad lawyer undressing for the camera but a gentle, kind, soul who is also a victim, not just of his own demons but of uNorth, too. Which is weird, because it means that although he is not in it, this scene is all about Michael Clayton. This scene between the two people Michael cares about tells us why, when the time comes, he takes on the role of antagonist.

Karen and Michael meet in a hotel restaurant and although the subject is Arthur the theme here is empathy. Michael explains to her what Arthur’s problem is and that in a few days he will be back to normal, and her empathy level is that of a yard broom. It’s fascinating to contrast them here, the ex-district attorney whose best friend is his ten year old son and the corporate big shot whose best friend is her cell phone and who is unable to see beyond, “this is a three billion dollar class action law suit.” There are no people in her world. You’re either an obstacle to be swept out of the way or a gofer in her one woman crusade. Disappointingly, I still have no idea why she thinks that way. What motivates Karen Crowder? Is it just about money for her, or does she believe in uNorth and what they do, or is it the prestige of being able to call herself general counsel for a multi-national conglomerate? What drives her?

I spent some time exploring the idea that her background is law, so maybe it’s the legal system that drives her, she is motivated by statutes by evidence by protocols and the minutae of precedent. But in the very next scene we see that she has no respect for the law so Karen Crowder remains a mask behind which the real protagonist lurks in permanent disguise. Maybe she is not meant to be a person but an allegory of corporate greed, of capitalism, of the error of having an excess of power in one place. She is all companies and corporations that seek to impose their will on the common man and to dictate to us that they know best what’s good for us. Maybe that’s why she doesn’t have a personality, because neither do they. However, I shaved with Occam’s Razor this morning and I think the simplest explanation is the best and most likely. Karen Crowder has no personality so that when the moment comes and the angel of revenge and restitution sweeps down upon her we, the audience, will have no sympathy with her. This scene, where she has no empathy for victim Arthur, is the point where we the audience start rooting for whoever is going to give her the comeuppance she deserves.

Michael returns to the hotel room where he pays a New York policeman (Christopher Mann) he’s hired to come and look after Arthur in his absence. Michael goes through a connecting door to Arthur’s room and listens to another of his enigmatic monologues. Michael is not really listening, it’s been a long day, he’s tired and Arthur is on drugs and rambling a bit but his speech says that the mystical “they” have won. He points out to Michael that his life as a janitor, the genius fixer going from hotel room to hotel room, to hit and run drivers at three in the morning is a sure sign that he is a victim of them too. “We’ve been summoned,” Arthur says, with a line straight out of Henry’s book and Michael, who has no idea what Arthur is talking about, tells him to go to sleep.

Karen Crowder is making a telephone call. She must be doing this straight after walking out of her meeting with Michael. The camera pans across her desk and we study the items on it looking for clues to who she is, what makes her tick and we realise the things are not hers. Arthur Edens’ corporate ID card is in there with a stack of index cards covered with incredibly neat, minutely written notes, a Swiss Army penknife, some micro cassettes, a stack of computer discs, a memo. The briefcase that Michael asked the associates for, that they said was not there, has turned up in Karen Crowder’s hotel room. We get a good enough view of the memo to recognise it if we see it again, but initially not good enough to know what it says. Karen now has information we do not have and it has prompted her to call someone called Mr. Verne (Robert Prescott) who requires a password before he will talk to her and an encryption package for email so he is obviously not delivering pizzas. We also see that she handles the memo with a plastic bag over her hand as she conveniently holds it up to the camera while her encryption package is down loading. The part we can see says, “In-house field studies have indicated that small, short season farms dependent on well-water for human consumption are at risk for toxic particulate concentrations at levels significant enough to cause serious human tissue damage.” We get some close ups showing snippets of some of this text with the addition of, “potentially lethal exposures.” That memo is obviously what prompted Arthur’s change of heart and what Arthur knows is a danger to her so in her mind he is no longer just an ex-associate who has slipped by in her wake, he is a threat to her three billion dollar lawsuit. From her perspective, that memo says that Arthur is now a problem in need of a solution.

Michael is on the phone exploring options for laying off the lease on the restaurant which is costing him $8,900 a month. He is disappointed. This is Michael’s last chance of raising the $80,000 himself, and he is now dependent on the un-reachable Marty Bach to come through with the loan. The pressure on Michael is gradually being ramped up. Then he calls Arthur in the adjoining room and tells him it’s time to go but Arthur is not there. He has escaped, leaving a note on the bedroom wall to, “make believe this is not just madness.” This is the third time Michael has been told this, which, incidentally, means exactly what it says, that Arthur might both look and sound mad but he has very good reasons for doing what he has done, but it is not clear that Michael is getting the message. By escaping, Arthur demonstrates that he has predicted Marty Bach’s response and this act prevents him from being institutionalised in Wisconsin.

Quick shot at a golf club to establish the identity of Mr. Verne and his associate Mr. Iker (Terry Serpico) so that when we see them we know who they are.

In Marty Bach’s office Karen Crowder is showing Marty the memo. He asks her what the memo was doing in Arthur’s briefcase and she says that she was rather hoping that was something he would be able to tell her. That needs to be analysed properly because at face value it makes them both look stupid. Arthur’s the lead lawyer. Why would he not have all the important information to hand? Are lawyers supposed to consider only the evidence that supports their case and ignore anything that says their client is as guilty as a bag of spanners? If, after six years on the case, Arthur did not know about this memo he would fail to qualify for the “legend” status Michael afforded him in the jailhouse. Therefore, if Karen or Marty had prior knowledge of this memo, they should have expected Arthur to have it or to at least know about it. And that’s the point here, they each asked that question, “how did he have this?” and left off the implied ending, “when I didn’t know about it?” Karen assumed that Arthur had shared knowledge of the memo with Marty, and Marty assumed that Arthur could only have got the memo from Karen. So this scene says two important things, that neither of them had prior knowledge of this memo before it turned up in Arthur’s briefcase, and that Arthur has not shared knowledge of this memo with anyone else. Finally, the memo they have is a copy, the original was lost in a warehouse fire five years ago. This gives Karen a tiny little bit of wiggle room if Arthur is the only person not in that office who knows about the memo. The final point of this scene, then, is to get Karen to tell us about the warehouse fire so that we know why she goes to plan-X so quickly. Eliminating Arthur ends all non-privileged knowledge of the memo.

In Arthur’s office, Marty and Barry Grissom (Michael O’Keefe) are looking for anything that says uNorth on it. Marty wants them to box it all up and move it up to his house. Michael walks in, Marty tells him Barry is taking over the uNorth case and Michael tells them he found out that Arthur got a limo from the airport into downtown, got out and walked away meaning that he could be anywhere. Marty says they have a lot of grovelling to do with, “these people,” and his idea of grovelling is to get Arthur committed somewhere to invalidate anything he has to say on the subject of defoliants causing carcinogenic particulates in well water. Michael disabuses them of that notion by reminding them that of their six hundred lawyers the one who knows the most about psychiatric commitment statutes is Arthur. This scene says Arthur is being pursued by both sides, one side wants him dead and the other side wants him in an institution. Michael, who still hasn’t seen the memo, just wants him back on his pills.

Arthur in crowds in New York. As he moves down the street it suddenly becomes clear that Mr. Verne is tailing him. This is why we had the shot at the golf club, so that we would recognise Mr. Verne when we saw him here. It isn’t enough anymore to know that Arthur is being tailed, we also need to know which side is doing it. Meanwhile, Mr. Verne’s associate Mr. Iker is breaking into Arthur’s loft apartment. Arthur walks down the street without a care.

Michael in his apartment. The book Henry left in his kitchen, that they discussed on the school run, is still lying there and Michael picks it up, shows it to the camera and opens it to the title page so we get the point. The point is that later on he will find an annotated copy of this book in Arthur’s apartment and make the connection to this one. Then he phones Arthur and leaves a long message, the telephone message equivalent of ten shots from a Smith & Wesson revolver. We hear Michael’s message coming out of Arthur’s phone and we can see Mr. Iker moving around in the apartment at the same time. The gist of his message is that he agrees with Arthur, that they are janitors, victims, but he (Michael) wants to help and Arthur should call him straight away. The bits he says about agreeing with Arthur do not really come across as sincere. I don’t think Michael actually understands what Arthur was talking about, he just says he does to be friendly, to get Arthur to cooperate with him, so that he can get Arthur back on his medication. I don’t think Michael actually understands anything until he sees the memo for himself. The call is cut off by the machine and Michael’s frustration is palpable.

Arthur is standing in a busy section of downtown surrounded by the bright lights and bustle of city life, people rushing by, buses, multi-coloured neon lights and he seems happy, there is the child-like smile on his face of a small boy coming downstairs on Christmas morning and seeing the lights on the tree. Then he sees an advert for uNorth play out on one of the screens and his expression changes to one of suspicion, not quite fear but denial of the message of the ad and he backs away, fearful of turning round and leaving himself exposed. This scene represents the second coming of Arthur Edens. When he undressed in that deposition room in Milwaukee he was saying, “I will defend you no more,” but in this scene he decides that he needs to act, to oppose them, to become the antagonist.

A trivia note about this scene is that we can say fairly precisely where and when it was shot. He is standing in Times Square on the corner of West 42nd street and 7th Avenue and the uNorth ad that he watches is on the north corner, identified because we can see the Hard Rock Cafe in the background to its right. Then as the camera pans round, behind his head we see a scrolling news banner for the forthcoming Superbowl that says that tackle Sean Locklear will play. This can therefore only be referring to Superbowl XL when Sean Locklear played for the Seattle Seahawks in their only Superbowl appearance on 5th Feb 2006, so the scene must have been shot shortly before then, say, last week of January 2006.

Rural winter. Early morning. Pretty obviously one of the small farms Arthur talked about. A phone rings and it’s Arthur wanting to talk to Anna. Arthur mentioned Anna in his jailhouse speech. In this film she stands for all the litigants, all those damaged by uNorth’s defoliant. She is not a single victim, she is all victims but there is very little attempt in the film to portray the size of the problem. Several times the value of the suit is mentioned but we are told just once how many litigants there are and once how many have died. One film critic I read said, “the film wants to have a moral heart,” but that completely misses the point of the story. The victims are not the story. The story is not about poisoned well water or how morally bereft capitalist corporations can be. The story is about friendship, it’s about love and honesty and standing up for the disadvantaged and taking care of the people you care about and it’s about who is prepared to stand up and be counted when the shit hits the fan.

The absence of victims is a therefore an entirely sensible choice about story. We had that poignant scene between Henry and Arthur establishing Arthur as victim, and we’ve had several clues to the friendship between Arthur and Michael so when the time comes the viewer is emotionally invested in the idea of Michael avenging Arthur’s death. Introducing other victims obscures that and waters it down making the film about doing the right thing because it’s the right thing to do rather than about one man gaining revenge for the death of his friend. The film is called Michael Clayton for a reason, it isn’t called how Wisconsin farmers won their case, and it’s important to keep the story focused on what the film is really about. That’s why Anna is all of the other victims.

We cut to Mr. Verne and Mr. Iker in a van outside Arthur’s apartment building monitoring this call. Later, Michael will have to wrestle with how people knew about the content of Arthur’s phone calls, so this scene is the viewer having information the main character does not, but which he later needs. The content of the call itself is hugely ambiguous. The first time I saw the film this scene said that Arthur was romantically interested in Anna, he said things like, “you meet someone and everything changes,” and he mentioned doing things together and about him helping her with her independence, and it came across as a sick old man chatting up a pretty young woman and seemed completely out of context. But it is also the continuation of a previous conversation, he asks her, “did you think about what I said?” and so the conversation we hear has to be interpreted in the context of what he said earlier, which we know nothing about. So in this scene we get information Michael needs and are told about information Arthur and Anna have shared but which remains secret; except that Mr Verne is listening in. The emphasis on timing has temporarily shifted and it is now about who knows what about whom?

Michael and Gabe the loan shark guy are sat in a coffee shop. Michael says he can get $12,000 by Monday but Gabe says that won’t work, that will just make people nervous. Gabe suggests remortgaging his apartment but Michael says he did that already, and when asked he denies being back at the tables but we have already seen the future so we know that he shortly will be. Then he realises what Gabe is driving at and asks if he is kidding. Gabe says that if “he” finds out that Michael is playing cards with his money there will be no dialogue after that. Gabe’s suggestion is to get out a treasure map and start digging. Then he says that Michael has a week. Michael is in trouble and running out of both options and time.

Michael visits Marty Bach’s house and from the way his wife greets him and he makes his way upstairs it is clear he has been there before. We also know from his wife’s one line of dialogue that it is morning. Michael has come to ask for his loan but Marty is focused on the uNorth case. He tells Michael that he has just heard that Arthur has been talking to the plaintiffs, information that Marty obviously got from Karen Crowder via Mr. Verne. The interesting thing is that by following the chronology, and basing it on the fact that when we saw Michael’s car blow up the caption said, “four days earlier,” and we have not yet returned to his car blowing up, Marty is telling Michael what he knows about a phone call that took place this morning. Within the last few hours. Marty Bach and Karen Crowder have each other on speed dial.

Then Michael spots Arthur’s briefcase on a chair and Marty says it came up with the other stuff from Arthur’s office. This is almost certainly not true. For Marty’s version to be true requires Karen Crowder, the last person known to have the briefcase, to break into Arthur’s office and leave it there. It isn’t credible for Mr. Verne, wherever he was when Karen contacted him, to fly to Milwaukee, pick up the briefcase, fly to New York, break into Arthur’s office and be out before Marty and Barry start ransacking Arthur’s office that morning. The most likely explanation is that Karen Crowder gave it to Marty yesterday morning when she met with him to discuss the memo. A generous interpretation is that the detail of how it got there is not important to Marty and he is confused about what actually happened. This being a thriller we must consider deception, especially when we consider why Marty might be lying to Michael. Marty’s number one priority is Kenner, Bach & Ledeen, their income, their credibility, their standing and this supposedly forthcoming merger. To that end getting Arthur committed somewhere is a high priority item for Marty so letting Michael know about the memo and that Arthur may have very good reasons for what he did does not fit into Marty’s agenda. It is becoming clear, then, that Marty is not just the genial oaf who signs the cheques but is doing stuff behind the scenes that we don’t know about for purposes we might not have been briefed on.

Then Michael pays him back with a lie of his own. He asks Marty for the loan and apologises for jumping him and says, “I have been trying to get a meeting with you for the last two weeks,” which is probably an exaggeration; he had his restaurant auction two days ago and expected that to raise the money. But he is under pressure and in this scene he tells us that what Arthur told him in the hotel room in Milwaukee is true, he is a victim of the system too. He tells Marty his fears about the consequences of the merger and Marty tells him that everyone who needs to know knows how valuable he is. “I’m forty five years old and I’m broke, I’ve been riding shotgun for twelve years and I’ve got no equity, I’m sorry but I don’t feel reassured,” Michael says. It comes out that he has asked Marty several times to go back to litigation but Marty tells him that anyone can do that, that what Michael does is special and that he is very good at it. They keep switching from being boss and employee to being friends who have known each other a long time and back again but Marty gets in his line that sorting Arthur out is crucial, everything, he says, depends on it, “that by this time next week everything will be under control,” and then he walks out leaving Michael alone with his loan request unresolved. That’s two people setting deadlines for Michael of one week. Michael’s clock is ticking down, options are getting fewer.

Inside Arthur’s loft and the buzzer sounds. It’s Michael looking for Arthur and Mr. Verne is outside in a van with camera surveillance and he probably has wifi sound too. Michael gets back in his car and Henry is with him. Henry asks why they don’t just give uncle Jimmy a call and get the cops to help find him. Michael says it’s not that kind of a problem and they drive off. Henry asks how much longer they are going to be doing this so we can assume they have been at this a while. Henry has had enough and wants to go home: Michael probably feels the same. The love between them is not there, nerves and tempers are a little bit exposed like lemon juice on a paper cut.

Michael finds Arthur walking home from a baker’s with sixteen loaves of bread under his arm. Michael starts to lose his cool a bit and it is clear that attempts to rein Arthur in and keep everyone else on song are taking a toll on Michael and he has not forgotten and is not yet ready to forgive that Arthur ran out of the hotel just yesterday morning. Michael tries to impress upon Arthur the seriousness of the situation, how seriously the other parties are taking it, that he is covering for Arthur and telling everyone that it’s going to be fine but Arthur is not helping by calling this girl in Wisconsin and before Michael can explain what the call was about Arthur latches on to this and wants to know how Michael knows about this phone call.

Mr. Verne told Karen Crowder about this call and she told Marty Bach who told Michael Clayton and now Michael is telling Arthur about this call that he made not four or five hours ago and Arthur is stunned and justifiably annoyed. Michael says he neither knows nor cares how Marty found out about the call but that what matters is that Arthur’s actions are not helping his case. He intimates that what happened in Milwaukee gives them some options but Arthur instantly becomes a lawyer demonstrating the knowledge Michael attributed to him in an earlier scene. Arthur points out that whatever happened in another state is irrelevant in New York where Arthur has no criminal record, “where the single most important determining factor for involuntary incarceration is danger, to himself or others,” and Arthur asks Michael rhetorically whether he has, “the horses for that?” Then he tells Michael that the last place Michael wants to see Arthur is in a court room and having just seen a very different Arthur we know he isn’t joking. Michael backs off telling Arthur he is not the enemy. “Then who are you?” asks Arthur. When no answer is forthcoming Arthur turns and walks away. Having discovered that his phone is tapped and that other aspects of his life are probably under surveillance Arthur can no longer trust anyone; everyone is the enemy. In Times Square he decided to become the antagonist and actively oppose uNorth and now he knows that he has to do it on his own.

The uNorth ad we saw in Times Square is playing. Arthur is in his loft apartment and is repeatedly playing the opening of the ad. Mr. Verne and Mr. Iker are listening in from their van and we gradually learn that Arthur has been recording the audio from the ad and then he takes the tape he has made and plays it, loudly, while making a phone call to his own voicemail at Kenner, Bach & Ledeen. It is clear, however, that the call is not really to himself but to whoever is listening in. Arthur knows they are there and even addresses them, asking if everyone is listening in so he wants them to hear what he has to say. That’s because the music of the ad is Arthur’s opening message to the spooks, by playing the uNorth theme he is saying, “pay attention guys, this is about uNorth,” which is why he asks them if they can hear him, which he means both literally and metaphorically. As Arthur reads out and translates into layman’s language particularly damaging parts of the memo we see pictures telling the story of the consequences of his call. Mr. Verne phones Karen Crowder, they meet on a city street and he plays her an mp3 file of Arthur’s call and she tells him he has to contain this.

Mr. Verne asks her what “contain” means, is she talking about the paper, the data, and without spelling it out she suggests there might be some option she isn’t thinking of. He tells her they deal in absolutes, and yet they are talking in a language where nothing means what the words would suggest, neither of them wants to say the one thing they think the other one is thinking. She says she understands, and he tells her that with regard to the paper he is not a lawyer, we try, we do what we can, and she says, “and the other way?” He chews his gum and looks across the street at traffic rushing by and taxi cab signs lighting up the night and he says, “is the other way.” Karen is quiet, processing this and Mr. Verne suggests bringing Don into the loop but she shuts that idea down. “This is nothing to do with Don,” she says. They both wait, then Karen asks, “do you think it’s do-able?” and he says they have some ideas. He is clearly a professional who has already considered some options and he shows her some confidence mixed with some caution and she says, “okay.” They wait some more and he asks, “is that okay you understand or okay proceed?” Karen has the look of a cat caught in car headlights as she realises it really is up to her and it has actually come down to this and before she can answer we cut to the next scene.

Nice looking detached house on a tree lined street. There are four cars parked outside suggesting a family occasion and we can hear applause and cheering as some joyous event is being celebrated inside. Michael is there with Henry and about eight other people cheering on as Michael’s father Raymond (Kevin Hagan) gets his grand daughter to help him blow out his birthday candle. His brother Gene (Sean Cullen) and sister-in-law Stephanie (Julia Gibson) are there with their children and Henry looks really happy in this company but Michael has a problem and his joy is a facade. Gene has to go to work, he has a shift and he’s late already but when Michael says he has to go too they both try to persuade him otherwise. Every reason Gene has for leaving applies to Michael too, Stephanie tries to blackmail him by telling Michael that if he goes Henry has to stay and he says he’s good with that, but Stephanie has to take him home afterwards. This is very normal, “my family don’t understand me,” stuff that applies to everyone whilst everyone thinks of themselves as the misunderstood victim.

Gene goes to his bedroom to finish dressing for work, as a police detective, and Michael follows him. Gene says that Timmy has been calling and he’s afraid to talk to Michael, but it’s obvious they are looking at the problem from different directions. Gene sees Timmy’s girlfriend Pammy and the kids as the victims and he has empathy for them and thinks of Timmy’s problem as no big deal, he’s someone who fell off the wagon and Gene’s seen a lot of people doing that lately, “it’s going around,” he says. Michael takes that personally and tells Gene he has not been in a game in over a year, he hasn’t been in a card room in ten months, which might be true right now but we have already seen the future and in a day or two he will be back at the table, in that underground bunker with the Chinese dealer trying to win eighty thousand dollars. “I gambled on the bar,” he says, but he hadn’t gambled on Timmy wiping him out and says, “I put up my walk away money and it’s gone, and I’m scrambling.” to his credit Gene comes round and sees it from Michael’s point of view, he’s sympathetic but has no solutions and is in a rush because he’s already late for work. As Gene walks out Michael hangs his head. He wasn’t looking for eighty thousand dollars from Gene but he was looking for something more than he got. The problem is weighing him down. He told Gene, “if it was you, you’d be in traction,” and there is no obvious way out for him. Gabe had suggested getting out a treasure map and that is increasingly looking like Michael’s only option.

Arthur steps out of his loft and is stunned with a cattle prod. Mr. Verne and Mr. Iker perform a closely choreographed ballet that quickly and efficiently brings Arthur a silent and painless death. The killers are wearing hairnets and plastic rain suits, they move with confidence and assurance through a routine they have clearly rehearsed many times. He is drugged, carried into the bathroom, one shoe and sock are removed and he is injected with something between his toes. The care with which his foot is lowered back to the floor to ensure that there is no bruise on the heel is alarming in its simplicity and reveals a level of thought, preparation and conditioning that leaves the viewer in no doubt that they will never get caught out and you do not want to cross these people because whatever the price, they are going to win.

At the birthday party Pammy gives Michael Timmy’s number and he takes Henry outside to get in the car. Timmy (David Lansbury) is approaching and he’s proud of being clean for eight days but Michael is not impressed. Timmy says he doesn’t know what to do to make it right between them and Michael suggests he could start by giving Stephanie her tyres back. Despite his personal problems and the things Timmy owes him his first thought was for someone else, the same trait that saw him drive out to Westchester at three in the morning to fix someone else’s problem and has seen him chasing Arthur to get him back on his pills. Michael seems to put everyone else first and maybe the solution to his problem is to put himself first in the queue for once.

In the car as they drive away Henry knows that Timmy has been on drugs and it’s quite frightening to think that a child that young knows about such stuff. They drive down the street a short way and Michael pulls the car over to tell Henry that he doesn’t have to worry about any of that, “you’re not going to be one of these people who goes through life wondering why shit keeps falling out of the sky on them,” he says, and it’s difficult to see this as anything other than Michael projecting his own problems onto Henry. There is no easy way to end this conversation because Henry is just a kid who has no witty come back but just nods wide-eyed at his father as though he has understood what he was talking about and Michael gets a call on his mobile that he just has to answer.

Michael is in a police station and detective Dalberto (David Zayas) is telling him how Arthur was found by his neighbours who had water flooding into their place from Arthur’s bathroom above. The detective outlines how hard it was for police to gain entry to Arthur’s loft, it was locked up so well it took them ten minutes to get in. There were pills all over the place and the detective is aware of the problems Arthur had been having and has concluded that it was suicide. He conceded that there was no note and it might have been an accident but he was waiting for toxicology reports. The obvious question is: Why was it necessary for Arthur to be running the bath, why was it so important that his body be found quickly? The answer seems to be so that his death becomes known to the lawyers at Kenner, Bach and Ledeen, to let them know that anything Arthur might have to say about the memo has ceased to be a problem.

Michael goes to a bar and meets Marty Bach and they talk about Arthur’s death. Although they both hate to admit it and agree it is the wrong thing to be thinking at that point, they agree that they dodged a bullet there. “We caught a lucky break, didn’t we,” Michael says, and Marty agrees. They discuss the implausibility of suicide. How is it that Arthur was such a bull in the alleyway protesting that the last place Michael wanted to see him was in court, then two hours later he kills himself? How come Arthur, who, according to Marty, couldn’t take a piss without leaving a memo, didn’t leave a suicide note? Marty is explaining how incomprehensible Arthur was when Barry Grissom comes in and says they have to go back to the office because Don Jeffries at uNorth wants to settle the case.

The film started here, with them “jamming it through” late into the night and then we went back four days so we are almost back where we started except that this time we know exactly why Karen Crowder was hiding in the ladies toilets with a sweat stain the size of Iowa in her armpit. But as Marty and Barry leave the bar Michael looks confused and the settlement doesn’t seem to make any sense to him. Why defend the case for six years at a cost of nine million dollars in lawyers fees only to give up when the lead lawyer kills himself? Too many questions and not enough answers.

The phone rings in a darkened room. Anna’s sister answers it in her pyjamas and it’s Michael calling. He is looking for Anna and the woman on the phone is really annoyed with him but tells him Anna has flown to New York to meet Arthur.

Michael appears at a hotel out by the airport. Mr. Verne and Mr. Iker are on surveillance in the car park and observe his arrival.

In Anna’s hotel room she tells Michael that she came to New York because Arthur promised to show her something that would win the whole case. She is crying and we must assume Michael has told her that Arthur is dead but she believed him, he spent eight hundred dollars on her flight and she believed that he had something of importance to show her and she had not told a single other person about her trip. Michael already knows that Arthur’s phone calls were being monitored so when Arthur phoned Anna and told her this important thing and arranged for her to come to New York, uNorth knew that she was coming and why. Michael is now convinced that Arthur’s death was no accident and he knows who was responsible. What he needs now is whatever Arthur had against them.

Michael goes to see his brother Gene and gets a special pass that lets him past the police line. He wants to use it to get into Arthur’s loft but he doesn’t tell Gene which property it’s for. Gene guesses its for the restaurant and Michael asks him do you really want to know?

Michael lets himself into Arthur’s loft. Mr. Verne and Mr. Iker are watching from a car across the street. Michael finds the Realm + Conquest book, heavily highlighted by Arthur. In the book he sees a picture of two horses on a hill under a tree by moonlight and something falls out of the book. He picks it up. It’s a receipt for copying at a copy shop at 283 West Broadway, which is in real life the Tribeca 5 apartment building with three bedroom apartments going for $2.4 million US dollars each. Then the police come in and he is arrested.

Gene pulls some strings with detective Dalberto and Michael is released but Gene is not happy because he now owes Dalberto his balls for the favour and has risked his pension which is eighteen months away. Michael tries to get in that someone had to have called it in, someone called 911 to report an intruder and Michael has a point because we saw Mr. Verne and his buddy in the car outside as Michael went in. But Gene is not quick enough and too upset to think clearly. “You got all these cops thinking you’re a lawyer. You got all these lawyers thinking you’re some kind of cop. You got everybody fooled don’t you?” Gene walks away still annoyed with his brother and Michael is out there on a limb, hanging on by his fingernails like Buster Keaton dangling from a clock face over the busy streets of downtown and all he can see in his future is a horrible squishy mess when he lets go.

Michael is in the copy shop with Arthur’s receipt collecting whatever it was Arthur thought was so important. Arthur has ordered three thousand copies of the memo to be copied and bound in nice covers ready for distribution to everyone on his mailing list. Michael takes a copy and tips the copy clerk a hundred dollars to hold on to them for him. As Michael leaves, Mr. Iker comes into the shop.

Karen Crowder and Don Jeffries and several of their friends and associates are walking along a street with briefcases, obviously on their way to a meeting. Three of them are on the phone, then Karen answers hers and that makes four of them. Whatever it is she hears suprises her and she slows down and the others move past her and leave her behind. She turns across the street and Mr. Verne is watching her, waiting to tell her something he does not want to commit to the airwaves. She crosses the street and confirms that she knows who Michael Clayton is and Mr. Verne shows her a copy of the memo. “We have a situation,” he says, with masterful understatement. She has that sick look on her face we saw when she was facing down her demons in the toilets at Kenner, Bach and Ledeen. This is her worst nightmare. This is waking up at three in the morning with hundreds of spiders in her bed and a snake on her pillow and it’s looking at her, and she suddenly realises that the reason she woke up is because it has already bitten her.

Michael walks into Marty’s office and they have one of those multi-stranded conversations where they always seem to be talking at cross purposes to each other but arrive at a point where at least one of them is happy he said what needed to be said. Marty wants Michael to liaise with the people organising Arthur’s memorial service, and he has a cheque for Michael, which he says they’re going to call a bonus, but there are strings and Michael will have to sign a contract. Michael finally understands the message Arthur wrote on his bedroom wall and waves the memo at Marty and tries to get across that Arthur was on to something, that maybe he wasn’t mad, maybe he was right after all but Marty isn’t interested. “This case reeked from day one,” Marty says, “Fifteen years in I got to tell you how we pay the rent?” Michael asks what would happen if Arthur had gone public with what he had and Marty refuses to speculate, he says that if they don’t sort out this settlement in 24 hours they’re going to withhold nine million dollars in legal fees, broadcast the video of Arthur doing his striptease in Milwaukee which will end the merger with London and Kenner, Bach and Ledeen will be selling off the furniture. Marty hands Michael the cheque for eighty thousand but as he takes it he realises that just as Arthur had found himself adrift fighting the good fight on his own he is now perhaps the only one who cares that Arthur’s death might not have been a suicide.

Michael walks out of an elevator into a corridor and he and Karen Crowder miss each other by a second. She has her scared face on and we assume she has just come from her meeting with Mr. Verne and is rushing into the meeting with Don Jeffries and friends.

Night time. Tim’s restaurant. Michael hands Gabe a cheque for seventy five thousand and they are square. “No bad blood,” as Gabe puts it. One problem solved.

Michael is in the underground poker parlour again so we know that he is shortly going to drive to Westchester for his rendevous with Mr. Screamy-Shouty. This time around his visit is intercut with shots of Mr. Iker in Michael’s car, setting the bomb behind the stereo and jumping out smartly when Mr. Verne alerts him through his wifi headset that Michael has left the game. So we discover how Michael’s car got blown up by remote control, and more importantly we finally grasp why his car was blown up; it’s Mr. Verne’s solution to the, “situation,” he told Karen Crowder about. She got bitten by a snake and the car bomb is her biting back.

For some reason they’ve put both a tracking device and a bomb in the car and as Michael drives to Westchester Mr. Iker is trying to read his GPS tracking Michael’s car but his wiring was rushed as he had to jump out quick and the signal is intermittent, which is what’s causing Michael’s GPS to flicker. All the things that confused us at the beginning are being carefully unravelled and the pieces are slotting into place, people are taking their positions and the denouement is rushing towards us like the lights on the highway speeding towards a car being driven too fast.

Michael caught them by surprise when he left Mr. Screamy-Shouties and with their GPS playing up they lose him in the country roads, tempers are fraying, the super cool killers are starting to look like amateurs on their first job and Michael seems to be getting away from them even though he has no idea he is being followed. He stops by the horses and is as confused as we were at the beginning. He can see this scene that was pictured in Arthur’s book, that Henry told him about, and although Michael suspects it means something he can’t make anything of it. It’s actually a pretty surreal experience because it is just about the only moment of peace in the whole film and as we watch it for the second time we know that any second the car is going to blow up and we will be plunged into the abyss, our four days of rehash are over and we will, for the first time in the film, be experiencing the future.

The car blows up. Michael takes about half a minute to process what happened, two quick, furtive glances up and down the road then he throws his watch and wallet into the flames and runs off into the woods.

Early morning. City street. A battered old second hand car pulls up to the kerb and Timmy is at the wheel. Michael gets in. Timmy thanks him. He doesn’t say what for but he doesn’t have to. Timmy didn’t know what he could do to make it up between them and Michael has given him something, some way to redeem himself. The car pulls away.

Two men we don’t know are in a meeting and a third man sticks his head in the door to tell them that Michael Clayton was killed in a car bomb this morning. Marty Bach is told but it’s hard to read his reaction. Is he remembering his conversation with Michael when he said that Arthur was maybe on to something? Is he glad they have already closed the uNorth deal and does he think they dodged a bullet on that one too, or is he remembering his long time friend, seventeen years they’ve known each other, and would Marty be prepared to go out on a limb to get justice for Michael Clayton? I doubt it.

Karen Crowder is in a dressing room getting ready for a meeting and the speech she makes in that meeting is cut over the top of her calmly putting on her earrings. In the meeting she tells her board of directors, about fifteen of them gathered in a huge cinema where they are overshadowed by the room and rendered insignificant by Karen’s performance as she explains why they should act now and settle this case. She is, for the first time in the film, in control of both her emotions and the situation. Back in her dressing room she looks at herself in the mirror and smiles for the first time. She looks confident and assured as she paces back and forth while addressing her board in a manner that in her mind leaves them only one option; to agree with her. She retires to let them consider her proposal at this, her moment of triumph. This is the moment she has worked for, everything was for this and when they accept, as they will, as they surely must, she will be the queen of uNorth and the toast of her colleagues for successfully steering them through this horrible mess at virtually no cost to the company at all. She has won.

Outside the board meeting she turns round and Michael Clayton is leaning against the wall. She is speechless. If he had any doubts they dissipate right there. The look on her face says that she knows, and he knows that she knows and he is the one in control now. He asks her coolly how it went in there. She can’t move her mouth and he waves the memo at her, “Have you got one of these?” he asks, “It’s a great memo. It’s an oldy but a goody.” She finally finds her voice and tells him that, “we have a deal,” that whatever that is, pointing at the memo, “it’s meaningless at this point.”

Michael isn’t convinced. “You think,” he asks her. He suggests that they don’t actually have a deal, they just have a tentative proposal, “I didn’t realise you’d actually signed all those cheques yet.”

She has nothing.

“That’s a drag,” Michael says, “I’ve got a thousand of these, what the hell am I going to do with them?”

She threatens to phone Marty and he’s cool with that. “Good, good, do it. Let’s find out who told him that Arthur was calling Anna Kysersen. Let’s find out who tapped those phones.”

Karen tries to bluff him. “That memo, even if it’s authentic, which I doubt…”

Michael interrupts her, “I know what you did to Arthur…”

“…it’s protected,” she continues, pretending not to notice what he said. “It belongs to uNorth.” She claims attorney client privilege but Michael cuts her off. “You really are lost, aren’t you. I’m not the guy that you kill, I’m the guy that you buy. Can’t you see what I am?” He tells her he’s a bag man, a fixer, “I sold out Arthur for eighty grand and a three year contract, and you’re going to kill me?” he asks her, incredulous that she really doesn’t have a clue. But she gets it, finally, and sees a way out for herself. “What do you want?” she asks.

He tells he wants more, he wants out, he waves the memo at her and tells her he wants everything.

“Is there a number?” she murmurs, glimpsing a way through the thickets, a light at the end of the tunnel.

“Ten, is a number,” he says.

He lets her work out that he means ten million dollars and she almost laughs at him. So he reminds her who signed the memo and suggests they go in the boardroom and ask Don Jefferies if they want to pass the hat for a worthy cause.

She recovers her composure and suggests that this would have to be a longer conversation and it would have to take place somewhere else.

Michael makes it easier for her. “Let’s make it five,” he says. “Five, and I’ll forget about Arthur.”

She agrees that five is easier. “We can talk about that.”

“Good,” he says, “and the other five is for the 468 people that you knocked off with your weed killer.”

She asks him if she can finish off her meeting but he cuts her off, “Do I look like I’m negotiating,” he says, angry at her attempt to weasel out.

Don Jefferies opens the door and asks her if everything is alright. She asks him to wait one second then turns back to Michael. She is seconds away from getting her prize, she just needs to conclude this deal with Michael. “Yes,” she says.

Michael lays it out. “Ten million dollars, bank of my choosing, offshore, immediately.”


“Say it,” he orders.

She does. “Ten million dollars, your account, the moment this meeting is through.”

Don Jefferies calls from the doorway, “I’m coming Don,” she says, triumphant.

“You’re so fucked,” Michael says. He pulls out his cell phone and takes her picture. Don Jefferies comes over to see what the problem is. Michael turns and walks away and Don asks the security men to stop that man, but they walk past Michael. Don asks them who they are and they say, “We’re detectives with NYPD,” and in the background, barely noticed, Karen Crowder sinks to the floor and the camera follows Michael Clayton as he walks away. He hands the phone to his brother Gene, he makes sure his brother heard it all and Gene, their previous argument forgotten, reminds his brother to stay close.

The camera stays with Michael and it’s his face we see in close up at his moment of triumph. He’s solved all the problems life threw at him, he’s paid back the loan shark and repaired his relationships with his brothers Timmy and Gene and he has wreaked revenge on Karen Crowder and uNorth for his friend’s death and although it looked at times as though the film was going to be about a lot of other things it turns out it was about him all along. Which is why it’s called Michael Clayton.


1) In the scene where Karen Crowder is read Michael Clayton’s bio’, the associate’s reading of the law school is unclear. I’m sure the word she uses starts with a ‘B’, and there are three law schools in New York starting with a ‘B’. Two of them are private and the third is public. I’m assuming that public means it is state funded while private means you have to pay for yourself, so, since his father is a policemen, a respectable but not notably high salaried profession, I’m going with the public option. Therefore, I have him going to University at Buffalo Law School. The private options are the Benjamin N. Cardozo School of Law at Yeshiva University, or Brooklyn Law School and it remains possible that he went to an entirely fictional law school or one not within New York.

2) There is no Washingtonville Central High School in Orange County, New York. There is a Washingtonville High School, and a Valley Central High School.

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