Filmmaker Tony Gilroy speaks with Mitchell Beaupre about the long gestation period, studio doubts, sterling casting and unexpectedly enduring impact of his legal thriller masterpiece Michael Clayton. Plus: Bourne, Duplicity, Andor and more.
The horses, they’re such good performers. They’re such good listeners. They’re so beautiful and neutral, and it allows you to put in whatever makes it sad or important for you, I guess. It’s a host organism for a lot of different theories.
—Tony Gilroy on Michael Clayton
Tony Gilroy can do it all. Born in Manhattan to an award-winning playwright father and a sculptor-writer mother, for many years he pursued a career as a musician before abandoning tunes when he discovered his knack for screenwriting. Gilroy saw his work on screen for the first time at the age of 36 with 1992’s ice-skating rom-com The Cutting Edge, following it up with a stunning run of success from aching dramas (Dolores Claiborne) to operatic thrillers (The Devil’s Advocate). He also became one of the most trusted script doctors in the business, putting his masterful touch on projects including Armageddon, Enemy of the State and Gone in Sixty Seconds.
The ultimate fixer, Gilroy cracked the code needed to bring The Bourne Identity to life, serving as the guiding storytelling force of the blockbuster franchise that reinvented action cinema for the 21st century. But as he was turning Matt Damon into a weapon of precision, he had a hole burning in his pocket. Gilroy wanted to direct a movie, and that movie was Michael Clayton. For over half a decade, the writer struggled to get financiers and actors to trust in his vision as a director, and even after the project got off the ground it wasn’t all roses.
With the second season of his massively acclaimed Star Wars series Andor coming soon to Disney+, I sat down with Gilroy to look back on his debut feature behind the camera, now recognized as one of the greatest legal thrillers ever made. Michael Clayton would eventually earn seven Oscar nominations (and one win, for ing actress Tilda Swinton), and currently sits at a pristine 3.8 average rating on Letterboxd (that’s the highest of any movie he’s written or directed), but the ruthlessly efficient picture we were all gifted in 2007 almost never came to be for numerous reasons.
After breaking down the troubles and tribulations of Clayton, Gilroy takes me down memory lane for the franchise that by all metrics should have never amounted to a hill of beans in Bourne and his underrated sophomore feature Duplicity, then teases what fans can expect in the second (and final) season of Andor ahead of its premiere.
Michael Clayton was a project that you had been working on for many years before it ever came to the screen. What was it about that story that kept you coming back to it?
Tony Gilroy: Well, I wanted to direct a movie, and it had all the pieces for a first time director. It was simple enough, but there was a way of really giving it a specific look and you could tell you could make it be something. It had a star part, so that was a path to getting financed, to be honest with you. I fought really hard. I didn’t think I was going to find a better project to cut my teeth on and make my stand as a director on. As time went on, I just grew more in love with it.
Was there a key moment where it finally felt like, “Yes, this is actually going to get made”? Was it getting Clooney on board?
Oh yeah. I’d been out on the road for five years before that; I’d been ed on by everybody. George ed! George wouldn’t even meet me. We had tried for the better part of a year to raise it as this $11–12 million movie with Alec Baldwin and Sir Ben Kingsley. Alec’s career was, at that point, like really in the hole, and I went around for a year telling everybody that this was the greatest undervalued movie star out there.
Was that right before The Cooler or right after that and the Oscar nomination?
It was right around there, but you really couldn’t raise a dime on him. He was in movie jail. I don’t want to say that I’m Nostradamus—I’ve been wrong about certain things—but I was so right about that. I was like, this is an uncashed check that’s just lying here. Lo and behold, he certainly blew up after that, didn’t he? Denzel Washington was a four or five month protracted diversion that didn’t happen. But yeah, the second time around with George, the meeting with George, that’s when the movie happened instantly at that point.
One of the things I love in any movie is a main character who is just so goddamn tired. Paul Newman in The Verdict is like the pinnacle of this—
Totally. That is the perfect version.
Just this person who is completely worn out by life. You see it in their face. You see it in the way they hold their body. Clooney captures that so well here, and it’s really deconstructing the charm of this major wattage movie star. What was it like honing in on that approach to the character with him?
I’ll tell you a story, but I don’t want to have it feel like it was the answer because if you go back and look at Solaris, his performance in that is brilliant. Steven [Soderbergh] was trying to convince him to do Clayton, and he said to George, “You can do everything you did in Solaris, but this time people will see it.” [Laughs]
With that said, I was very nervous. I was very excited because I had a movie and I was going to get the money I needed to make it. And I had George Clooney and everybody was extremely happy about that. But I was nervous because the character really is, as you say, they’re not just exhausted physically, they’re morally exhausted. He’s not a winner. Not a winner. George Clooney at that point was very, very, very much a pure winner, and I was really worried about having a winner in this part. I’m sure there were doubts in my mind. I spent time living with Alec Baldwin for a year and Alec’s version was very easy to see. Alec was really a loser at that point and really had that debris around him.
George took a fall on Syriana. Watch Syriana, there’s a scene where Mark Strong is torturing him and kicks a chair and when they did the stunt, George got hurt. He cracked a vertebrae in his spine and he was leaking spinal fluid constantly.
Right, he’s spoken about basically being suicidal from the pain.
We had to wait for him to finish Good Night, and Good Luck. before doing Clayton, and the reports came back that he was doing so bad—he’s editing it, lying on the floor, looking at a mirror. So he couldn’t come to New York, he couldn’t do any rehearsals. I didn’t really want to rehearse anyway, but he was ill. He was on steroids and things to keep him going and it had thickened him up and he really came to us damaged. I know that every day he came to work, he was struggling. It was really dicey for the first few days. There were really geared up day players and other actors who were really ready to go to work and they were excited and revved up. So every day he comes to work, he’s got to get out of bed and doesn’t feel well and all of a sudden there’s an actor who’s ready to just burn.
He was really struggling, and he did not get the problem solved for quite a while afterwards. That’s in the movie. There’s a real feel of him playing catch up through the whole movie that’s just fantastic and impossible to recreate. And I don’t know if he had just walked off the vaporetto in Venice, tore off his sunglasses and jumped onto the set if it would have been anything like what it is. I’m not sure we’ve ever really spoken about that, but you’re looking at somebody who is really hurting throughout the movie.
It’s funny, as you were talking about that, this idea of him really being on the backburner the whole movie, I was thinking, “Could Denzel have pulled that off?” But he kind of does just that in Roman J. Israel, your brother’s movie.
My god. Yeah, that’s a longer conversation. That would have been a very different movie, but you’re talking about one of the greatest cinema actors of our generation. I don’t know when Denzel’s ever been untruthful. But maybe he did Roman Israel a little bit because of Clayton. [Laughs] I don’t have a relationship with Denzel, Danny does, but I think it couldn’t hurt. “Well, here’s another lawyer movie from the brother of the other guy that I didn’t do that movie with. I should have done that.”
It was really an effort to be undeniably truthful; that you believe this could happen like this, and they could get away with it.
—Tony Gilroy on Michael ClaytonLet’s talk about the horses. You’ve mentioned that you’ve heard some wild theories about what that scene means. Are there any particularly out-there ones you ?
I have heard so many things. It’s fascinating and it’s really enjoyable and entertaining to hear different theories. The most complicated one I can —I’m really digging back now. I don’t know if it’s still online, I don’t even know what the word means—the word is Mithraic and someone sent me an essay with a Mithraic interpretation of what the whole film meant and the horses were incredibly important to it. I believe it’s a proto-Christian kind of… I’m not sure what it is, some sort of gnostic philosophy. I just love reading these things.
Anything that floats your boat, anything that plugs you in, the best thing about it is that it must be achieving a neutrality of honesty. The horses, they’re such good performers. They’re such good listeners. They’re so beautiful and neutral, and it allows you to put in whatever makes it sad or important for you, I guess. It’s a host organism for a lot of different theories. I never had a theory when I did it. I kind of don’t work that way, but I want to believe that when you’re working really, really well there’s an angel of larger purpose over your shoulder.
We get a lot of detail in the film of Clayton struggling with his profession as a fixer, but one of the undercurrents I love is seeing him as a father. I love the scene after his brother finally appears, where Clayton stops the car and tells his son, “You’re never going to be like that.” You’ve said that you went through like 600-700 pages of script for this movie and cut out so much stuff. What was important for you about keeping in the relationship between him and his son?
Well, that part of the story is probably… I’m working on myself there. I have a son. My son was very much like the boy in the film. I’m not divorced, but my son was extremely involved in Magic the Gathering. A lot of the toys that are in the boy’s room were things that came off my son’s desk. There was a version of the film, one of the many versions that I worked on, where the game was much more involved—a much more central part of the plot. So, I’m emotionally connected very much to the boy and those scenes and their relationship.
That’s the grand part of it. The production part of it—as I said, I didn’t rehearse. I was very nervous about the boy because he was a natural, he was so sweet and so natural. When I worked with him a couple times to try to get a handle, I felt like I was making more trouble. I was taking him apart more. He was getting farther away. So we hired a coach, actually. I was seeing a handler to just kind of keep him on beam. And I went to George and I said to George to do the same, to get that advice. And George says, “Did you ever watch ER?” I go, “No, I’ve never seen ER.” He says, “I was a pediatrician. I know how to deal with kids.” [Laughs]
He really did. It’s embarrassing on my part, because he had done so many scenes with child actors. When we shot that scene, we were watching on a monitor and the car’s coming down the hill. I’m sitting in a ditch with Mary Cybulski, one of the greatest movie people ever, who was a script supervisor then. They play the scene, and I turn and look at Mary and she’s in tears, and she goes, “That’s why we love men.” I was like, my god print that take! [Laughs]
Tilda Swinton has such a devastating humanness to her performance. She could have been written as this operatic villain, but she’s so fragile as well. The way she’s practicing her speech in the mirror over and over again. The confrontation with Clooney at the end where she delivers the line, “You don’t want the money?” as though the floor has just dropped out from underneath her. Could you talk about developing that fragility of the character?
I’ve been talking a lot about this in relation to Andor. I’ve always been fascinated by people doing things that they know are wrong. They know they’re wrong, and how people do that is perpetually confusing to me. There was also this period of time when you were seeing all the avenues of feminism and work, and you were watching a lot of people take the wrong lesson in feminism being some approximation of male behavior. Some idea that men ruined this, so let’s do exactly what they did.
So there were those things, and then this idea of someone who has to practice just to be herself. She’s so lost in her ambition and unmoored by whatever lack of community or family connection she’s missing. She’s so unhinged and so adrift that she has to practice to be herself and she has to practice to approximate the behavior that she thinks the boss will like, you know? She’s ordering a murder. That combination of power and sharp edges and efficiency mixed with, as you said, no floor. It’s not that the floor disappears from under her; it’s almost like she looks down like Wile E. Coyote and realizes there’s never been a floor there.
She’s almost the antithesis of Arthur Edens, where she’s so calculated and on the other hand he has now become separated from all the bullshit. I wanted to bring up the scene with the baguettes, because I can’t imagine you ever expected that moment to take off the way that it did. Did you see back when Tom Wilkinson ed away, there was a whole Vulture article of people posting about the baguettes?
Yeah, I did! Michael Clayton has taken on a life of its own that I never anticipated. In that scene too, that’s where he flicks a switch where all of a sudden you see the monster there. You know what I mean?
Yeah, that’s what I love about that scene. You think this guy is just gone, but you see in that moment when he needs to he can turn it right back the hell on.
You see the thing that Tilda aspires to be. Obviously he’s a badass, he’s carnivorous, but God knows what he’s ruined up until then.
Spoilers for ‘Michael Clayton’ follow in the next answer.
How did you go about approaching his death scene? From the moment I saw that scene for the first time in theaters, it’s haunted me. There’s such a chilling casualness, a practicality to the way the two men handle it. Like they’ve done it a million times before.
I came up in the ’80s and ’90s, and I had been working in the espionage and assassin space for a long time. With Bourne there was a real opportunity to do something I’d wanted to do, which was to take all this orchestral shit and make it acoustic, you know? Make it really small. I thought that was an approach that was verified and legitimized. The reality is that most assassin crap you see in films is bullshit. So I wanted to think, “What’s the most realistic way to do it?” It was really an effort to be undeniably truthful; that you believe this could happen like this, and they could get away with it. It was extremely calculated.
One last Clayton question: This was a major project for you that you put your heart into for so many years. Your first time directing. How did you feel when you screened it for the first time? Was there any anxiety in there, or did you have confidence that you nailed it?
We felt pretty good. The problem for us was that Warner Brothers didn’t really like it very much and it didn’t really fit what they wanted to do. I went into a meeting with Warner Brothers, and they said “We love the movie-ish… We kind of like the movie, but this is not your year. You’ve got to wait a year,” and that was really rugged. In that year, there was some fuckery that tried to happen to change some shit, but I had final cut. And I only had final cut because Soderbergh didn’t want [Sydney] Pollack to have final cut, and Pollack didn’t want Soderbergh to have it, so I got it. We had some pressure to do something stupid to it, but we refused.
So we waited our year and everyone was very excited, but we still weren’t the belle of the ball at that point. Warner Brothers hadn’t really decided what film they were going to back for the Academy Awards. There were a number of contenders. We went to the Venice Film Festival, where everybody is brought to trot around, and they were going hard for the Andrew Dominik Western [The Assassination of Jesse James by the Coward Robert Ford]. So we show the film at Venice, and the first review came out in Variety, and it was a bad review. It was a really bad review. And then we walked into the screening and the fricking print sucked. So the projectionists totally fucked us, and we had a bad review, and if you asked me at the end of that night what I thought was going to happen, it would have been a totally different story.
Did it feel like redemption for you when all the praise finally did come around?
Sure, yeah I mean, you want to win. Of course you want to win. You want to be loved. It started to turn around when we went to Deauville, we fixed the print and got a lot of love there, and then we went to Toronto and we began to accumulate an audience. Other films started to fall away, and all of a sudden Warner Brothers is looking at us and going, “Well, if we’re going to want to put a tuxedo on, this is our movie to put a tuxedo on,” and all of a sudden everybody was our friend. [Laughs]
The whole history of the whole franchise is just an absolute fucking mess. It’s an absolute roller coaster of shit that turned into a success.
—Tony Gilroy on the Bourne franchiseYou mentioned Bourne and that acoustic approach; you have a really funny story with getting involved in that franchise, and how Doug Liman had ed on another script of yours but offered you The Bourne Identity and you met him under false pretenses basically to ask him why he turned down the other script. Were you surprised that Bourne ultimately became this mammoth success? From my memory, even leading right up to it going into theaters no one had much confidence in it.
Yeah, my god. It was a disaster. It was an absolute disaster. Weirdly, 9/11 saved that movie. It got pushed off and shut down, and then the pressure was taken off. That was a really good studio at that point, Universal was running really well. So when we reconvened after 9/11, [studio chair] Stacey Snider was like, “If there’s a good idea about how to fix this turkey, then I would spend more money on it.” I mean, it’s an ugly story. That’s a movie where we then spent a whole year away with massive rehab and everything else. The whole history of the whole franchise is just an absolute fucking mess. It’s an absolute roller coaster of shit that turned into a success. It’s really unbelievable, all the bad blood and disagreements and drama. It’s been the most shambolic success in Hollywood that I can think of.
Then it basically reinvented the entire action genre for the better part of the decade following it, especially with Greengrass’s approach once he came on. Although the first is probably still my favorite, personally.
It pains me to say, but the first one’s probably the best one. It really has its own smell and its own flavor. It’s really unique. I wish I could say it was all intentional, but hey it exists. It’s a wonderful thing. It doesn’t matter how it happened, it just happened.
You’ve said before when talking about The Devil’s Advocate that writing monologues is the easiest thing for you to do. That made me wonder how you tackle writing something like Bourne, where there’s really minimal dialogue, just a lot of quick clips, and it’s really the action driving story and character.
I mean, I don’t want to minimize the monologues. People really love a big, great speech if it’s organically meant to be there. Devil’s Advocate was the ultimate training ground for that—I don’t know how many of those are in the movie, but there’s probably another dozen that we worked up with Al [Pacino] that aren’t even in there. It was the most overindulgent, crazy thing. It was kind of like shredding on a guitar, you know? There’s people who really want to shred, and shredding is great, but at the same time, is that really the thing?
I don’t want to make it seem like it’s nothing, but usually when you’re writing a monologue, you’re with a character that you understand. They have something very important to say and a point of view. The tempo is completely dictated by the character themselves and by the speech and by the punctuation. It may take days or weeks or months to get it right, but you can come back and have a drink and look at it after dinner. It’s the kind of thing you can play with in any frame of mind.
What’s really hard is all the things that people don’t realize in a Bourne movie. Like getting people in the same room to have a scene together is torture. Why are they there? How did they get there? Who knows what information and having them logically behave with the information that they have. Then writing action sequences that seem like they’re organic and natural. These things are like a hammer and tongs. It’s really unhappy. It’s work.
The other thing is a little more fun and frothy, and you can get high and take another look at it. I never feel the pressure is on with the monologues. The pressure is on with the plot. The pressure is on with the problem-solving that people don’t see.
I want to talk about Duplicity.
Yes! Yes!
Okay, I love that response. I the film coming out, and getting okay but not effusive reviews. And then watching the movie and thinking, “Wait, this is excellent.” It’s always been such an underrated picture. Post-Clayton, what excited you about that project?
I had written the script already, and Steven had pitched it to Universal. At one point, it was going to be Tom Cruise and Steven Spielberg. Different people were going to do it, but I had the script and I really liked it. It was originally set in New York, and it had a completely different flavor. But after Clayton, I had the team and we were all excited, and Julia [Roberts] said yes, and we were like “Holy crap!”
I’m really so proud of it. You hate to blame marketing. It’s such a tropey thing, but we were very, very, very disappointed by the marketing. We had such involvement in the marketing for Clayton, because they didn’t care that much, Warner Brothers let us steer the material and everything. Now it was like, “Well you guys got away with it once. This is a Julia Roberts movie. We know how to do this,” and they sold it as a “woman’s movie”, or as a romance. And it’s really not that. We said, “We made this movie. This movie is edgy and crazy and it’s much more than that.” I hate the poster. I hate the ads they took. The movie’s so much nastier and wicked and butch than they ever sold it.
And look, you can’t look at your phone and watch that movie. It demands your entire attention from the moment it starts. You can’t look away. And now that’s an archaic notion—probably not with the people on Letterboxd, but for a lot of people. I don’t think it’s a question of being too hip for the room, either. I think it’s a question of being too dense for the room, if you don’t pay attention all the way through. But if you do pay attention to the movie all the way through, it will reward you. It also, I believe, has the greatest last scene I ever wrote. That’s one of the happiest things to me.
The way I always describe the movie to people is like if Ernst Lubitsch directed a John le Carré thriller.
Wow. And you know what? I’m just going to say, of all the crap I’ve ever done, it is the most espionage-true movie I’ve ever written. Beyond anything, it’s got the most false flag and trade craft and the most sophisticated espionage. It’s everything everybody thinks these other movies are, except it happens to be about a cure for baldness. [Laughs]
For the second season of Andor, the timeline takes on an exciting approach of covering the four years from the end of season one up to Rogue One, in batches of three episodes per year. What drove you towards pacing things in that way?
It came about because of desperation. We were shooting season one, and I was up in Scotland when I got out of quarantine up there, and Diego [Luna] and I were in the backyard of a hotel going, “What are we going to do? We can’t do five years of this thing. We just can’t.” We just wouldn’t have the time. His face wouldn’t make it through. We would have died. It’s just impossible. So what are we going to do? We have four years to cover, we promised them a five year show.
I went back to the hotel room and started sketching a little bit, and realized that since we do production in three-episode blocks we have four blocks total in the season. So what if we did one block per year? Well, that’s elegant. I keep saying this because I don’t know, I don’t want to get caught out, but I don’t know if there’s a comp for it. I can’t think of what that would be, if anybody’s had a chance to do something like this. From a writing point of view, it’s incredibly exciting.
It became more exciting then for two things. One, the next decision was that when we come back we are only going to come back for three days each time. So we had these concentrated, really intense moments in time. Not stretching it out for a whole month, but dropping a needle and going bang. Second, was all this negative space in between. Can we do the show without really bald exposition? Like, “Oh, since I last saw you Mitchell, you’ve grown a beard, or you’ve become a doctor,” all that kind of crap. So the rule was that we would have none of that.
I don’t want to devolve back to this, but it reminded me of Bourne Legacy, and that excitement over whether I could run Bourne Ultimatum behind the new movie. And has anyone ever done something like that before? It’s this chance to do something really stunty, but you’re not doing it for the stunt. You’re doing it because it works. I just don’t want to be bored. I want to keep doing new shit, and this is a really new thing.
Does that mean this is officially the end of Star Wars for you? Moving onto new things? A new film, maybe?
Yeah, I’ve been there for ten years on and off. So I think between all of that, it would be a good time to walk away from this. I wrote another script over the summer that I’m trying to get made. I don’t know if I can. Money’s tight. I’m not sure it’s going to come together. It’s not coming together quickly, so I might have to wait a bit. But I wrote a movie about movie music. It’s all about Hollywood scoring and the musicians that do that scoring. So the whole movie’s kind of a trippy Italian movie about scoring in Hollywood.
Season two of ‘Andor’ premieres April 22 on Disney+ with its first three episodes.
