Summary: Michael Clayton, a “fixer” for a top wall-street law firm, is hired to remedy the situation after another attorney has a breakdown while representing a chemical company that he knows is guilty in a multi-billion dollar class action suit.

Screenplay: Tony Gilroy

Director: Tony Gilroy

Cast: George Clooney, Tilda Swinton, Tom Wilkinson, Sydney Pollock

MICHAEL CLAYTON BEAT SHEET (2007) 8.10.08
beats by Nicholas Jarecki

1. VO - Crazy man rants audio note to Micharl about moment of clarity and realizing heʼs a bad man against shots of law office.
2. Group of lawyers in room, reporter on phone insists that lawyer give comment about settlement. Lawyer asks boss, boss gets on, says no UNorth settlement, 6-year case, refuses comment is smart and smarmy. Asks whereʼs Karen?
3. Woman in bathroom (later weʼll learn Karen) washes armpits.
4. Underground gambling club, Michael plays. Other player asks does he remember him, what happened to his restaurant? Ridicules him. Other people say be quiet. Michael mentions partner and restaurant.
5. Michaelʼs phone rings, he cashes out, hits street, phone rings again, friend Walter says big problem, client hit guy in car, need you to go up there. Huge client, half my book. OK.
6. Michael drives up there, his GPS malfunctioning.
7. Arrives, looks at damaged car in mansion.
8. Rich guy says corner blinding, paces with wife behind him. Michael says we need local attorney. Guy argues, Michael says heʼs not the lawyer, need local.
9. Guy fighting, says he said he heard he was firmʼs fixer. Mircale worker. Guy going crazy, spinning scenario. Wife smashes glass. Starts suggesting fake hypothesis. Michael says cops like it, explains how investigation will go down. Says no play, no angle, no champagne room. Heʼs just janitor to clean up. Phone ringing. Who is it police? No they donʼt call. Itʼs local lawyer. End of scene.
10. Michael drives off. Through woods. Stops. Rolls down window. Gets out. Looks at horses. Purity. Behind him his car blows up. He runs to it, shocked.
11. FOUR DAYS EARLIER: On tv screen, “Realm and Conquest,” Kid looking for card deck, asks mom where. Domestic scene, dad, baby. He exits city building, Michael calls out to him, Henry, tells him get in car.
12. In car, kid talking about game, characters, alliances. Michael nodding. Mention of everybody for themselves, Michael jokes. Seems like good dad. Will he look at book? Yes. I left in your kitchen, it has red cover. Arrive at school.
13. Auction house sells restaurant equipment. Michael sits upstairs drinking, shylock enters, says heʼll still be short, 75k. I thought it would be less. You donʼt have 75k? Lying around, no. What about your brother? Forget him. His name stays on book till weʼre clear. Where is he? Upstate. He must have something, no nothing, kids, girlfriend, stolen radios, fuckup. Shylock sympathetic. Tells of drunk wife. How long? Shylock says heʼll ask, not big problem.
14. Michael walks street. Enters his office. Itʼs lawfirm from opening.
15. On phone he discusses case, whoʼs brave? Whoʼs calling, girlfriend, wife, stripper, something. Wants condo. Whatʼs his pain threshhold? Ok. Asks secretary where are we with Marty? On new call now later, reckless endangerment. Want reality check on this attorney, you have connections? - later - if she calls INS, itʼs like DMV, we gotta get supervisor - your guy can do that? Right, former commissioner, Iʼll ask.
16. Secretary asks are merging? Martyʼs in london. Games but weʼre merging. Michael says donʼt know, secretary wants job security. No go. Michael back on phone, fixing things.
17. Karen speaks of UNorthʼs abilities while camera crew sets up. Practicing in mirror while intercutting with actual speech next to boss in office set. Says sheʼs in-house council. How to balance work and life? At home she doesnʼt like practice, seems to have problems. On set sheʼs perfect. Mentions boss mentored her, brought her in. Secretary interrupts interview.
18. Lawyers in office, Michael walks in, lawyer on phone says Arthur stripped down naked in deposition room in Milwaukee.
19. Michael at private airport, we hear VO of crazy man from beginning of movie again as Michael walks to plane. Arrives at hotel, VO says thereʼs a reason itʼs Michael.
20. Cut to prison room, Arthur admits he was naked, still ranting. Pacing, 6 years scheming he says, clear heʼs lawyer, says he defended deadly weed killer for 12% of life. Says Marty wanted to celebrate, they went to whorehouse together, he calculated his life time while getting blowjob. Lives are at stake he realized. Couldnʼt stop thinking. Who am I? A freak that defends a horrific carcinogenic molecule? Michael yelling about a promise. Says he had to call him if he went off medication. That was their agreement. Arthur says co killed people. Did he meet Anna? You must meet her, sheʼs a miracle. $50MM in fees, Iʼve destroyed perfect Anna and dead parents. Michael tries to push pill, Arthur says no I wonʼt trade it. I have blood on my hands. He says youʼre partner, a legend, manic depressive. Arthur wonʼt have it.
21. Deposition tape, girl speaks of hospital. Suits watch it in room, Karenʼs there. We hear arthurʼs voice on tape calling Anna, heʼs getting naked, ranting, lawyer freaking out. Pan camera to Arthur, he says he loves her, heʼs stripping down, yelling. Tape cuts. They talk, no flights avail. Karen - who is this guy, Michael? They look him up, give dossier as he talks in police station, say dad a cop, college, fordham law, ADA, crime task force, then kenner bach. Partner? No, special counsel. Wills and trusts. Karen surprised, 17 years, why no partner, whyʼd they send him? At station Arthur released, goes with Michael.
22. Michael enters room of young workers, they say we didnʼt know Arthur was coming He says Arthur chemically challenged, stopped taking meds, now heʼs back on, ok in 4 days. What happened here not to be discussed. Now, keep doing depositions. Give me his briefcase, we donʼt have it, he said was in room, find it.
23. Michaelʼs Kid on phone in his bedroom discussing game again, talking on phone to Arthur. Heʼs equating dreams and game from bed in hotel. Talk of going crazy, kid says itʼs really happening. Arthur agrees. Larger thing occurring. Stepdad comes in, kid says heʼs on phone with dadʼs friend. Has to go. Arthur says whatʼs title of book? Kid says Realm and Conquest. Has to go, tell Dad I called. Arthur babbles thank you to self.
24. Michael in hotel bar, spots Karen alone. Intros, she says heʼs late. He says complex, heʼs asleep, sedated. He has to go back on meds. Karen shocked, says what happened after tape worse, he was naked in parking lot, wonʼt aid sickness any longer. What does it mean? Michael says makes no sense. She says unacceptable, $3 Billion lawsuit, I must call board, architect of our whole defense arrested, chased plaintiffs. Michael wonʼt say what it means. Says his wife dead, daughter away. Last episode 8 years ago, I took care of him. You hired him not for low-key but because heʼs brilliant, crazy killer. Sheʼs angry, says calling Marty in morning.
25. Guy in hotel room says Arthurʼs sedated, Michael thanks.
26. Later Arthur wakes, talks to Michael, says Marty wonʼt understand. We need… Did you see her? Everybodyʼs lost. Michael says let it go, Arthur says you a janitor, this was your life dream? No, itʼs wrong. We have a purpose.
27. Karen makes shady phone call, says boss Don said to call, gives code. Asks for Vern. Uncomfortable. Guys says heʼll email encryption package. Meanwhile she looks at internal memo #229 marked secret - it says tissue damage, potentially lethal, etc.
28. Michael in his hotel pacing, asking is lease option on restaurant of any value, can he lay it off? No go. Disappointed. Calls out to Arthur, looks in bathroom, door locked, Arthur wonʼt open, breaks in, water running, Arthur gone out window. Drawn on wall : “Make believe itʼs not madness.”
29. Unorth golf, shady guys say hi.
30. Marty in his office talks to Karen, looks at 229 memo, says oh god, did Don really sign this? Whereʼs original? Burned in fire. Marty says why is this in Arthurʼs bag? She says you tell me. Marty and colleagues sort through boxes, say find anything with UNorth. A mess. Michael arrives, Marty says any luck? He booked limo, got out. Can you try apartment? No itʼs loft, canʼt get in. Marty says daughter crazy, Mary taken over. You didnʼt charm Karen. Partner (lawyer from beginning) says saddle up, admit him. Marty- assure UNorth. Michael says we canʼt involuntarily commit him Barry. Marty says letʼs find one of our 600 lawyers who knows about commitment statues. Michael says itʼs Arthur.
31. Shady suit dudes walk through crowd on headsets, say good to go. One breaks into apartment door.
32. Michael at home goes through books.
33. Phone rings in Arthurʼs loft, shady dude creeping through in background. Michael leaves message says pick up phone. Shady dude photoing stuff.
34. Michael says forget yesterday, call me ASAP. Shots of Arthur walking the streets as message continues. Michael says part chemical, yes, situtation sucks, UNorth sucks. Youʼre right about what we are, youʼre crazy, bad behavior, but youʼre right, weʼre janitors. But we chose. Shady dudes listen, shoot prescription bottles. Michael says you must let me help you. Iʼm only one who can. Machine cuts him off. Arthur in times square looking at lights. Sees commercial for Unorth on screen.
35. Cut to farm, Arthur calls for Anna, mom gets her. Outside in surveillance truck dudes are listening. Anna comes in, Arthur talks to her familiarly, mentions their talk, itʼs a secret. She says I know, but 450 people in lawsuit, why me? He says Iʼm crazy. Youʼre my lens. Sister complains who are you talking to, nut? Arthur paces empty loft, small talks, inspires. Surveillance dude listen again.
36. Michael meets shylock, offers 12k, says itʼs weak. Car? Companyʼs. House? Already re-financed. You gambling? No. If you are heʼll kill you. You have 1 week to get 75k.
37. Michael arrives at Martyʼs mansion. Marty says Arthur making case against UNorth in files. Heʼs calling Anna, etc. Documents. A nightmare, not answering. Michael asks is that his briefcase? Yeah, came with everything from office. Michael asks for 80k. Marty says gambling? He says no. Michael says he knows merger, if youʼre out, do I lose in merger? Michael says Iʼm broke. Marty says nobody said do restaurant. Michael - I wanted to litigate. Marty- you are great at what you do, not litigator. You have skill. Maybe youʼre not best lawyer. Michael says I need money, not advice, Marty says is that threat you donʼt help? Michael says no of course not. Marty says Iʼm counting on you. Control Arthur. Donʼt be so delicate.
38. Michael rings Arthurʼs door, no answer. Surveillance dudes watch. Michael back in car with kid. Kid says why not call cop uncle? Michael says we must wait here, surveil. Michael gives numbers to neighborhood garageman, says call me if he comes back. Kid argues in car, wants to go home. Michael spots Arthur on street, leaves kid. Chases Arthur.
39. Stops Arthur in alley, Arthur has bread, is scared of Michael, gives him bread. Apologizes for leaving hotel, Michael mad he didnʼt call him. Arthur double-talking. Michael says this goes to a bad place even if feels good. Hear me. You need help. You can do anything, only wrong answer is to kill case. Theyʼll hurt you, Iʼm covering you. I hear youʼre calling girl. They pull your license. Arthur says how do you know I called girl? Michael doesnʼt know. Arthur says youʼre tapping phones, Michael says thatʼs nuts, girl selling you out. I love you, Iʼll help you. Arthur says I like you, but youʼre a bagman, not an attorney. If you wanted to commit me you could have in hotel. But not here, Iʼm not a criminal or a danger. Donʼt mess with me in court. Michael says Iʼm not enemy. Then who are you?
40. Promotional video for UNorth extolling goodness. Reveal Arthur watching, making some tape loop. Guys listening. Whatʼs he doing? He puts tape in player, jams it. Then he picks up secret memo, calls Karen. Leaves message. Cut to Karen on treadmill. He lets everyone know heʼs aware theyʼre tapping phone. Reads memo into Karenʼs voicemail. Ridicules. Intercut Karen at Gym elevator. He continues extolling memo and how product kills people. Michael in hotel room. He continues memo- scientist says it would cost a lot to undo damage, must classifty.
41. Karen on street scared talks to shady dude. Asks in roundabout way if they will murder Arthur. They say itʼs an option. But bring Don in? No, she says, nothing to do with Don. He says they can do it. Do you want to do it? Left blank.
42. Kids birthday at suburban house, Michael watching. Michael talks to older guy, says he must go. They want him to stay an hour. He agrees. Older guy says Timmy calling, afraid of you (means his brother). Michael says he should be. Everybody freaked with Timmy. Michael says weʼre still short money, fuck Timmy. Iʼm mad. Elder bro says heʼs sick, a sickness, off the wagon. Michael- meaning me? I donʼt gamble anymore, a year. I bet on Timmy, all my money, and Iʼm fucked. Elder says just hang an hour.
43. Arthur walking out of house, thugs grab him, shock him, feed him something. Wearing masks and gloves, drag him into bathroom. Inject his toes, wait, check pulse, heʼs dead.
44. Back at house, woman gives number to Michael. They want him to hang, he has to go, takes son, kisses. Brother Timmy approaches, Michael tells son get in car. Yells at brother, he says sober 8 days, at meetings. Apologizing. What do I do to make it right? Michael leaves. Kid says is he crying cause of drugs? Michael, yeah. They drive off.
45. Michael pulls over car, says Timmy on best day never as tough as you, son. Youʼll never be him, wondering why things are wrong. I believe in you. Kid nods. Phone rings. Michael reacts.
46. At precinct with cop, he tells Michael Arthur died (1:20), neighbors found him. All locked up, pills everywhere. Suicide. Spoke to partners who mentioned problems. Note? No. Maybe he messed up. Can I get in? No way. Sealed. Trying to find daughter. Or ME. Cop says he knows his cop brother, heʼs sorry.
47. Michael gets to wake, everybody sad. Marty and partner. Marty sad. Partner on phone, has to leave. They drink. Michael feels responsible. Marty- no, you didnʼt scare him to death. Marty thinks accident cause of no note. Michael confused, doesnʼt make sense. Marty- people incomprehensible. I knew him 30 years, but honestly this was lucky. Partner returns, says must hit office. Settlement accepted in principal, gotta get on with Don. Michael - Unorth settling? Yeah. Marty- you did what you could, we all did.
48. Annaʼs phone rings, Michael calling, sis answers. Says you have nerve, you get her to NY and sheʼs at airport, no show bastard!
49. Michael drives to find Anna at airport hotel. Shady dudes watch michael enter from outside.
50. Michael knocks on door, announces himself. She opens door. Shady dudes watch, say theyʼll search his car. Back in room, Anna crying, says Arthur didnʼt specify, he was gonna show her something that would win case. But I went to airport and ticket was there, he paid, first-class! I believed him. Michael- was he disappointed, knew you talked or something? No, I didnʼt, told nobody. He made me promise. You didnʼt tell anyone, not one soul? No, not one soul. Michael surprised.
51. At precinct, cop bro gives Michael police seal. Says really dangerous. Who asked for this? Serious stuff.
52. Michael breaks into Arthurʼs apartment, climbs stairs. Gets to apartment, matches seal. Breaks it, has keys. Turns on light, shady dudes outside notice, say this gets better.
53. Michael pokes around apartment, finds Realm and Conquest red book. Flips through, finds highlighted passages, note inside, receipt for photocopy shop copies, pockets it. Keeps flipping, police say freeze! He says friend, they arrest him.
54. At police station, nice cop meets him. Bro in background, clear he straightened it out.
55. Walking out, bro says I owe this guy and his wifeʼs idiot in my unit. Iʼm near retirement, you endangered it. Michael says who called 911? Makes no sense. Bro - you got everyone fooled, cops think youʼre lawyer, lawyers think youʼre cop. But you know truth of who you are.
56. Michael at copy shop, kid says they kept calling. Gives him 3000 copies of Conquest memo which contains UNorth #229 disastrous memo. Michael says hang onto them, show shady dude following him.
57. Karen and Don Jeffries walking in street, Karen gets call on cellphone, looks panicked. Shady dude sees her on street.
58. Michael walking in hallway. Shady dude tells Karen situation with Michael. Michael continues walking in office, everyone working, looks like settlement. Told Marty looking for him. He comes in, sees Marty.
59. Tells Marty I need a minute. Marty says you look bad. Weʼve been here all night. I wanted input couldnʼt reach you on cell so I pulled trigger. Bob and Kim doing Arthur memorial. Cut you check for 80k, strings attached, Barry partner involved. Michael says what if Arthur was onto something, what if he was right? About what, on wrong side? Marty says this is how we pay rent? Michael- what would they do? Marty- theyʼre doing it, withholding fees, sue us, take whole firm, merger dead, etc. Hands Michael check for 80k, 3-yr contract at current numbers. Barry says confidentiality agreement, bulletproof, retroactive, youʼre scary with 80k request. Michael yells at Barry, how dare you. Marty says Barryʼs asshole, youʼre on record, everybody happy. Call Bob about funeral. Youʼre welcome for check. Michael holds beat in office staring at memo and check.
60. Michael in elevator, exits. Karen entering building, passes him doesnʼt see.
61. Meets shylock in restaurant, gives him 75k.
62. Michael in gambling club playing cards. Intercut shady dudes messing with his car. Intercut Karen in bathroom freaking out. Dude puts bomb in his car GPS. Back to opening convo at cardgame with annoying guy. Call comes in re hit-and-run. Guy in car still messing with bomb. Michael leaves. Guy saying he only played 9 hands! Karen panicked in bathroom. Bomb again. Michael coming up elevator. Exits to street. Shady guy phone rings, partner says get out. Michael on street on phone, shady partner says 5 seconds. Guy exits car. Michael almost to car. Guy tells partner he didnʼt finish, itʼs in but might not work. Michael drives off.
63. Michael driving, gps flashing like in opening. Shady guy says itʼs loose, theyʼre following him, boosting signal. Michael at house, miracle worker talk. Shady guys outside, say they just got signal. Michael driving off. Guys following him, where is he? They pass him, was he alone? Yes. They turn around to follow. Driving shots. He turned - where? Left? Where? Michael exiting car, going for horses. Guys still trying to find him, speeding. Closing in, canʼt be. Signal or grid? Damnit! They pull over car.
64. Michael looks at horses. Elegiac music. Guys in car- call car, it explodes (1:43). Clayton sees car, horses run off. Guys see car, clayton runs back to it. Throws his wallet and ID into burning wreck, runs into woods.
65. Brother Timmy picks him up in car. Timmy thanks him, he says letʼs go.
66. At lawfirm, lawyers talk, Michael Clayton - car bomb - he was killed - WHAT? In office- Marty hangs up phone, shocked. Karen in hotel robe, puts on earrings.
67. At board meeting in hotel, Karen presents with Don watching to board. Says settlement crazy, we worked out a way to do it. Key elements changed. Intercut hotel OCD with stockings. We heard plaintiffs got impatient, revising numbers. Lawyer fees capped. And finance team showed us tax benefit under 600mm, write-off would make settlement free. Hotel, she looks in mirror, smoothes. Package is good for co, as chief counsel I recommend we confirm it. Don boss says thank you, please wait outside.
68. In hall, Karen walks out. Michael waits, freaks her out. Says Arthur here too, just kidding. Shows her memo, Ridicules her. She says memo meaningless. He says he knows she murdered Arthur. Sheʼs backpedalling, saying memo privileged. Michael - youʼre lost. You bribe me, whatʼs wrong with you? Iʼm a bagman- pay me, donʼt kill me! I sold out Arthur for 80k. I want money, I want out. 10 million or I go public. She says no way. He says letʼs go to ballroom and show to Don Jeffries. She says must be longer conversation. Where, my car? Okay, Iʼll take 5 million to forget about car. Yeah, 5 we could talk about. Good, then I need another 5 million to forget killers. Don comes out, I need you in room. Michael - 10 million, say yes, she says yes, your account, Iʼll give you ten million, you have a deal. Michael says youʼre so fucked. Pulls out cellphone. Take picture. Itʼs clearly a wire. Don runs over, yelling. Don calls for security. Security passes, they are NYPD detectives. Karen falls on floor. Detectives explaining as they arrest Karen. Don saying whatʼs going on, explain it! Michael meets cop brother, he says we got everything. You ok? Yeah, just need some air. Michael walks out.
69. Michael strolls thorugh street. Music cue, hopeful. Hails cab, gets in. Where to? Gimme $50 dollars worth.
70. CREDITS as he looks at city. He looks vaguely happy.

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Director: Roman Polanski

Cast: Mia Farrow, John Cassavetes, Ruth Gordon

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Screenplay: Sam Raimi & Ivan Raimi

Director: Sam Raimi

Cast: Alison Lohman, Justin Long, David Paymer

Summary: Michael Clayton, a “fixer” for a top wall-street law firm, is hired to remedy the situation after another attorney has a breakdown while representing a chemical company that he knows is guilty in a multi-billion dollar class action suit.

Screenplay: Tony Gilroy

Director: Tony Gilroy

Cast: George Clooney, Tilda Swinton, Tom Wilkinson, Sydney Pollock

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Director: James Cameron

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Director: James Cameron

Cast: Arnold Schwarzenegger, Linda Hamilton, Robert Patrick, Edward Furlong, and Joe Morton

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Director: James Cameron

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Screenplay: James Cameron with Gale Ann Hurd

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Director: Christopher Nolan

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Director: George Roy Hill

Cast: Paul Newman, Robert Redford, Katharine Ross

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Cast: Gregory Peck, Ava Gardner, Anthony Perkins, Fred Astaire, Donna Anderson

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Screenplay: Charles Dickens (novel); David Lean, Stanley Haynes; Eric Ambler (uncredited), Kay Walsh (uncredited)

Director: David Lean

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Summary: A former drug lord returns from prison determined to wipe out all his competition and distribute the profits of his operations to New York’s poor and lower classes in this stylish and ultra violent modern twist on Robin Hood.

Screenplay: Nicholas St. John
Director: Abel Ferrara

Cast: Christopher Walken, Larry Fishburne, David Caruso, Wesley Snipes, Victor Argo

Summary: The rise and fall of John Dillinger and his associates from petty criminal to Public Enemy Number One.

Screenplay: Phillip Yordan & William Castle
Director: Max Nosseck

Cast: Lawrence Tierney, Edmund Lowe, Anne Jeffries

Summary: A paranoid and personally-secretive surveillance expert has a crisis of conscience when he suspects that a couple he is spying on will be murdered.

Screenplay: Francis Ford Coppola
Director: Francis Ford Coppola

Cast: Gene Hackman, John Cazale, Harrison Ford, Teri Garr

Summary: A Los Angeles crime saga focused on the lives of two men on opposite sides of the law - one a detective; the other a thief.

Screenplay: Michael Mann
Director: Michael Mann

Cast: Al Pacino, Robert DeNiro, Val Kilmer, Ashley Judd, Amy Brenneman