S T O R Y  L A N E S Michael Clayton back I'm not the guy you kill. I'm the guy you buy.

INT. KENNER BACH & LEDEEN/VARIOUS SHOTS - NIGHT
INT. LAW FIRM OFFICE/DUPLICATION CENTER - NIGHT

INT. LAW FIRM CONFERENCE ROOM - NIGHT

INT. LAW FIRM LADIES ROOM - NIGHT
INT. LADIES ROOM STALL - NIGHT

INT. CHINATOWN CARD ROOM - NIGHT

INT. CHINATOWN FRIEGHT ELEVATOR - NIGHT
EXT. DOYERS ST. - NIGHT

EXT. WEST SIDE HIGHWAY - NIGHT
INT. THE MERCEDES - NIGHT
EXT. WEST SIDE HIGHWAY - NIGHT
EXT. WESTCHESTER MANSION - NIGHT

INT. MANSION GARAGE - NIGHT
INT. MANSION KITCHEN - NIGHT

EXT. WESTCHESTER MANSION DRIVEWAY - NIGHT

EXT. MANSION DRIVEWAY/COUNTRY ROAD - NIGHT
INT. THE MERCEDES - NIGHT
EXT. WESTCHESTER COUNTRY ROAD - NIGHT
INT. THE MERCEDES - NIGHT/PRE-DAWN
EXT. NEW COUNTRY ROAD - PRE-DAWN
EXT. THE FIELD - DAWN
INT. THE MERCEDES - DAWN

INT. HENRY CLAYTON'S BEDROOM - DAY
INT. WEST END HALLWAY/KITCHEN - DAY

EXT. WEST END AVENUE - DAY
EXT. BROADWAY/UPPER WEST SIDE - DAY
INT. THE MERCEDES - DAY

EXT. TIM'S - DAY
INT. TIM'S KITCHEN - DAY
INT. TIM'S BAR/DINING ROOM - DAY

INT. LAW FIRM BUILDING LOBBY - DAY
INT. ELEVATOR BANK/ELEVATOR - DAY

INT. MICHAEL'S OFFICE/TIME CUTS - DAY

EXT. OMAHA NEBRASKA - DAY
EXT. OMAHA RIVERFRONT TOWNHOUSES - DAY
INT. KAREN'S OMAHA HOME/BATHROOM - DAY
INT. U/NORTH OMAHA CONFERENCE ROOM - DAY
INT. KAREN'S OMAHA HOME/BEDROOM
INT. KAREN'S OMAHA HOME/KITCHEN - DAY

INT. BARRY GRISSOM'S OFFICE - DAY

EXT. TETERBORO AIRPORT - DAY
EXT. MILWAUKEE ATRIUM HOTEL - DAY

INT. MILWAUKEE JAIL HOLDING CELL - NIGHT

INT. MILWAUKEE HOTEL CONFERENCE ROOM - DAY
INT. KAREN'S MILWAUKEE HOTEL SUITE - NIGHT
INT. MILWAUKEE POLICE PRECINCT HOLDING DESK - NIGHT
INT. MILWAUKEE HOLDING CELL OUTER AREA - NIGHT
INT. MILWAUKEE POLICE PRECINCT DESK AREA - NIGHT

INT. ASSOCIATES MILWAUKEE HOTEL SUITE - NIGHT

INT. HENRY CLAYTON'S BEDROOM - NIGHT
INT. MICHAEL'S MILWAUKEE HOTEL BEDROOM - NIGHT

INT. MILWAUKEE HOTEL LOBBY/BAR - NIGHT
INT. MILWAUKEE BAR/TABLE - NIGHT

INT. MICHAEL'S MILWAUKEE HOTEL SITTING ROOM - NIGHT
INT. MICHAEL'S MILWAUKEE HOTEL BEDROOM - NIGHT

INT. KAREN'S MILWAUKEE HOTEL SUITE - NIGHT

INT. MICHAEL'S MILWAUKEE HOTEL SITTING ROOM - DAY
INT. MICHAEL'S MILWAUKEE HOTEL SUITE/BATHROOM - DAY
INT. MICHAEL'S MILWAUKEE HOTEL BEDROOM

EXT. MIAMI GOLF CLUB - DAY

INT. LAW FIRM/MARTY BACH'S OFFICE - DAY

INT. LAW FIRM/ARTHUR EDEN'S OFFICE - NIGHT

EXT. NEW YORK STREET #1 - NIGHT
INT. ELEVATOR LANDING./ARTHUR'S LOFT - NIGHT

INT. MICHAEL'S APARTMENT/BEDROOM - NIGHT
INT. MICHAEL'S APARTMENT/LIVING ROOM - NIGHT
EXT. NEW YORK STREET #3 - NIGHT
INT. ARTHUR'S LOFT/BATHROOM - NIGHT
EXT. TIME SQUARE - NIGHT

INT. FARMHOUSE KITCHEN - DAY
EXT. TRIBECA STREET - DAY
INT. THE PANEL TRUCK - DAY
INT. ARTHUR'S LOFT - DAY

INT. COFFEE SHOP - DAY

INT. MARTY BACH'S TOWNHOUSE/FOYER - DAY
INT. TOWNHOUSE LIVING ROOM - DAY

EXT. TRIBECA STREET/DOOR TO ARTHUR'S LOFT - DAY
INT. THE PANEL TRUCK - DAY
INT. THE MERCEDES - DAY

EXT. TRIBECA STREETS - DAY
EXT. TRIBECA STREET - DAY
INT. THE MERCEDES - DAY
EXT. TRIBECA STREET - DAY

EXT. ALLEY - DAY

EXT. HILTON HOTEL GYM - NIGHT
INT. NEW YORK HILTON GYM - NIGHT
INT. MICHAEL'S APARTMENT/LIVING ROOM - NIGHT
INT. HILTON HOTEL HALLWAY - NIGHT
INT. KAREN'S HILTON HOTEL ROOM - NIGHT
INT. THE PANEL TRUCK - NIGHT
INT. ARTHUR'S LOFT - NIGHT

EXT. SIXTH AVENUE - NIGHT

EXT. SUBDIVISON RANCH HOUSE - DAY
INT. RANCH HOUSE/DINING ROOM - DAY

INT. RANCH HOUSE/PLAYROOM - DAY

INT. ARTHUR'S LOFT - DAY

INT. RANCH HOUSE/LIVING ROOM - DAY

EXT. RANCH HOUSE DRIVEWAY - DAY

INT. THE MERCEDES - DAY

EXT. FOURTH PRECINCT STATION HOUSE - NIGHT
INT. SIXTH PRECINCT SQUADROOM - NIGHT

EXT. NEW YORK BAR - NIGHT
INT. THE NEW YORK BAR - NIGHT
INT. NEW YORK BAR/BOOTH - NIGHT

INT. THE FARMHOUSE KITCHEN - NIGHT
EXT. THE NEW YORK BAR - NIGHT
INT. THE MERCEDES - NIGHT

EXT. AIRPORT HOTEL/PARKING LOT - NIGHT
INT. FORD TAURUS/AIRPORT HOTEL PARKING LOT - NIGHT

INT. AIRPORT HOTEL HALLWAY - NIGHT
INT. FORD TAURUS - NIGHT
INT AIRPORT HOTEL ROOM - NIGHT

EXT. HUNDRED AND SIXTEENTH PRECINCT - NIGHT
INT. QUEENS PRECINCT STORAGE ROOM - NIGHT

EXT. TRIBECA STREET/ARTHUR'S BUILDING - NIGHT
EXT. ARTHUR'S BUILDING/FRONT DOOR - NIGHT
INT. THE LANDING OUTSIDE ARTHUR'S LOFT - NIGHT
INT. ARTHUR'S LOFT - NIGHT
EXT. SOMEONE'S POV - ARTHUR'S WINDOWS - NIGHT
INT. THE FORD TAURUS - NIGHT
INT. ARTHUR'S LOFT/BATHROOM - NIGHT

INT. SIXTH PRECINCT QUESTIONING ROOM - EARLY MORNING
INT. SIXTH PRECINCT HALLWAY - EARLY MORNING

EXT. VILLAGE STREET - DAY
INT. COPY MASTERS - DAY

EXT. SIXTH AVENUE - DAY

INT. LAW FIRM/SENIOR PARTNERS HALLWAY - DAY
INT. SENIOR PARTNER'S RECEPTION AREA - DAY

INT. LAW FIRM ELEVATOR - DAY
INT. BUILDING LOBBY - DAY

EXT. TIM'S - NIGHT
INT. THE TAURUS - NIGHT
INT. TIM'S BAR/DINING ROOM - NIGHT

INT. CHINATOWN CARD ROOM - NIGHT
EXT. DOYERS ST. - NIGHT
INT. THE TAURUS - NIGHT
INT. THE MERCEDES - NIGHT
INT. LAW FIRM LADIES ROOM TOILET STALL - NIGHT

INT. CHINATOWN FREIGHT ELEVATOR - NIGHT
INT. THE MERCEDES - NIGHT
INT. CHINATOWN CARD ROOM HALLWAY - NIGHT
INT. THE TAURUS - NIGHT
EXT. PELL ST./CHINATOWN - NIGHT
EXT. CHINATOWN - NIGHT

EXT. WEST SIDE HIGHWAY - NIGHT
INT. THE MERCEDES - NIGHT
INT. THE TAURUS - NIGHT

EXT. COUNTRY ROAD - NIGHT/PRE-DAWN
INT. THE TAURUS - NIGHT/PRE-DAWN
EXT. MANSION DRIVEWAY/COUNTRY ROAD - NIGHT/PRE-DAWN
EXT. WESTCHESTER COUNTRY ROAD - NIGHT/PRE-DAWN
INT. THE MERCEDES - NIGHT/PRE-DAWN

EXT. THE COUNTRY ROAD/THE FIELD DAWN
INT. THE TAURUS - DAWN
EXT. THE FIELD - DAWN
EXT. THE NEARBY ROAD - DAWN
EXT. THEIR POV - DAWN
EXT. FIELD/ROAD/BURNING CAR - DAY
EXT. THE NEARBY ROAD - DAY

INT. THE LAW FIRM CONFERENCE ROOM - DAY

EXT. WESTCHESTER STRIP MALL PARKING LOT - DAY
INT. THE CAPRICE - DAY

INT. LAW FIRM MINI-CONFERENCE ROOM - DAY

INT. NEW YORK HOTEL BATHROOM - DAY
INT. NEW YORK HOTEL GRAND BALLROOM - DAY

EXT. HOTEL BALLROOM FOYER - DAY

EXT. SIXTH AVENUE - DAY

We hear Arthur rant over images of the law firm at night.

Tons of lawyers are super-busy this late at night. We meet Marty Bach, a tough guy.

Karen Crowder has a panic attack in the john. Arthur rants some more in voiceover.

Michael plays poker, then is called away to do something for the firm.

Michael comes out, handles a call, has to do something for a client.

Michael drives to the client's house. Has a problem with his GPS.

Michael deals with a difficult client who was in a hit and run. Michael is trying to be very business-like, but the client is tough.

The other lawyer shows up.

Michael drives away. He stops at a field, sees horses there. Gets out. Communes with nature. His car explodes.

Michael's son Henry comes out to his car.

Michael drives Henry to school. Henry is obsessed with a book and videogame called Realm & Conquest.

The stuff from Michael's bar Tim's is being sold off. Michael will still owe $75 thousand. The bar failed because Michael's partner and brother got drunk. Michael doesn't have the money, but he needs it.

Michael goes into his office.

Michael handles people's issues. He's good at it, but it looks incredibly unrewarding. The life of a dissatisfied fixer.

His secretary probes him on whether they are going to merge with someone.

Karen is interviewed for a corporate internal interview. We intercut with seeing her rehearsing for the interview ahead of time. We get some exposition on the size of the company.

She's called out of the interview for an urgent phone call.

We learn Arthur stripped naked in a deposition. Michael is sent to deal with it.

Michael and Karen both travel to Milwaukee to deal with Arthur. Michael travels by private jet.

Michael meets with Arthur in jail. Argues with him. Arthur's had psychological issues before.

Karen watches the footage of the deposition. It's as bad as we've been led to believe.

She confers with her team, learns about Michael as we see him spring Arthur from jail.

Michael tells the lawyers from his company not to gossip about what happened. Arthur's briefcase is missing.

Henry talks to Arthur, explains Realm & Conquest to him. Arthur deep in his mental disease eats it up.

Michael meets with Karen. Michael tries to explain away what Arthur did.

Michael and Arthur talk. Arthur tries to explain himself to Michael. Then confronts Michael, asks him if he just wants to clean up messes his whole life.

Karen has Arthur's briefcase, knows he has the smoking gun memo. She calls Verne to set up spying on Arthur.

Michael finds that Arthur has run away.

We meet Verne and Iker, two very dangerous men.

Karen shows Marty the smoking gun memo and lets him know that Arthur had it.

Michael reports in to Marty about Arthur. There's little chance of getting Arthur committed.

Arthur walks down the street happy while Verne follows him and Iker breaks into his apartment and snoops.

Arthur continues wandering, ending in Times Square where he sees a U/North ad.

Meanwhile, Michael leaves a message on his phone, but only Iker, who is still searching the apartment, hears it.

Arthur calls Anna. But Verne and Iker, who have his phone tapped, are listening.

Michael tries to hold off the loan sharks.

Michael goes to see Marty. Marty is extremely concerned about Arthur and how he seems to be making the plaintiff's case. Michael asks Marty for money to cover his debts.

Michael goes to Arthur's loft, but Arthur isn't there. Verne and Iker notice him.

Michael, with his son Henry in the car, cruises around, looking for Arthur. He finds him.

Michael confronts Arthur. Michael tries to get Arthur to get help. Arthur realizes that his phone is tapped.

Arthur records the U/North ad, then a rant reading the smoking gun document, while we get some montage goodness with Karen and Michael doing regular daily stuff. Meanwhile, Verne and Iker are recording Arthur's rant, which he intends, as he is giving it over the phone.

Verne plays the recording of Arthur's call for Karen. In an extremely circumspect way, Karen orders Verne to murder Arthur.

Michael goes to his father's birthday party, wants to leave early. We meet his family members.

Michael talks with his brother Gene. They talk about their brother Timmy who screwed up the bar that left Michael owing all the money.

Verne and Iker murder Arthur. It's incredibly professional and bloodless.

Michael leaves his father's house.

Michael's brother Timmy shows up. He tries to apologize, Michael is having none of it.

Michael tells Henry that Henry is strong and doesn't need to worry about turning into Timmy.

Then he gets the call that Arthur is dead.

Michael gets the details on Arthur's death, which appears to be a suicide.

Arthur's apartment is locked up and cannot be accessed for a while.

Michael goes to an informal wake for Arthur. Talks to Marty. They note that they got lucky with the death of Arthur. Then they find out that U/North is ready to settle the case.

Michael tries to call Anna, finds out that she is in New York. Arthur was bringing her there. Red flags are raised.

Michael goes to see Anna in the hotel. Verne and Iker, who are watching Anna, see him.

Michael talks to Anna. Arthur told her he had something to win the case. Michael finds out that Anna didn't tell anyone about Arthur's call. So Arthur was right: his phone was bugged.

Michael gets a police seal from his brother. It's a big deal.

Michael breaks into Arthur's loft. Verne and Iker see him doing it.

Michael finds a copy company receipt.

The cops show up, arrest Michael.

Michael's brother pulls strings to get him released. He's mad at Michael. Michael wonders who called the cops on him.

Michael goes to the copy shop. Arthur had a thousand copies of the smoking gun memo copied. Michael takes one.

Iker was following him, knows what it is.

Verne sees Karen, tells her about Michael.

Marty gives Michael the money he needs. Michael asks what if they're on the wrong side on the lawsuit. Marty already knows they are.

Michael leaves the office, crossing paths with Karen who is on her way in.

Michael pays off the loanshark while Verne and Iker get ready to plant a bomb in his car.

Back to the teaser: Michael plays poker while Verne and Iker plant the bomb in his car.

Meanwhile, Karen is having a panic attack.

Michael leaves the game early, interrupting the installation of the bomb. The bomb goes in but the tracker in the GPS is not fully installed. Michael drives away.

Michael drives to the Westchester house while Verne and Iker follow.

Michael drives away. Verne and Iker try to follow him, but the GPS issues make it hard.

Michael communes with the horses. Verne and Iker don't know where he is. They set off the car bomb. They leave, thinking they got Michael.

Michael runs off, leaving behind evidence that he was killed.

At the law firm, they have a deal to settle the case.

Timmy picks up Michael. It's a reconciliation.

Word reaches the law firm that Michael was killed in a car bomb.

Karen speaks to the board about the settlement, after rehearsing it.

Michael confronts Karen, gets her to admit enough to finger her for killing Arthur.

Michael walks off as we hear Arthur's rant and the credits roll.

Teaser: In Media Res opening, introducing us to the players and ending with the explosion of Michael's car.

Act One: establish Michael's status quo.

Act Two: Michael has to deal with Arthur.

Act Three: Arthur on the loose.

Act Four: Arthur unleashed.

Act Five: Michael takes over Arthur's crusade.

Act Six: Resolution.

Arthur's voiceover rant and scenes of lawyers.

Meet Michael Clayton.

Michael's regular life.

Meet Karen and the introduction of Arthur's issues.

Arthur in jail in Milwaukee.

Arthur sprung from jail.

The implications of Arthur being on the loose.

Complications of Arthur's escape rise.

Arthur's rant and the immediate aftermath.

Michael at his family.

The immediate aftermath of Arthur's death.

Michael continues investigating Arthur's death.

Michael crosses the line in his investigation: he has now picked up Arthur's crusade.

Michael finds the evidence, makes his choice.

The teaser, take two.

The final resolution.

Inciting incident - Arthur's breakdown and Michael being sent to deal with it starts the ball rolling.

Note that this is rather late for an inciting incident.

Plot Point 1: Commence Act Two

Midpoint. This magnificent scene is the midpoint, which causes Arthur to escalate his action and, while Michael is not yet suspicious, it plans seeds that will grow into suspicion.

Plot Point 2: Commence Act Three

Climax

Opening Image (p1). The law firm at night is the opening image.

Also Theme Stated (p5). The opening rant states the theme, the necessity of renewal. The fact that "The time is now."

Begin Set-Up (p1)

End Set-Up (p10)

B Story (p30). The bar stuff and Michael's money problems are the B story.

Catalyst (p12)

Break into Two (p25)

Fun and Games (p30-55)

Midpoint (p55)

Bad Guys Close In (p55-75)

Break into Three (85)

Finale (p85-110)

Dark Night of the Soul (p75-85)

All is Lost (p75)

Final Image (p110). In the film as shot, the final image is Michael's face in the taxi.

The ordinary world.

Establishment of the hero's status quo. That is the law firm, seeing Michael play poker, and seeing Michael be a fixer.

The Departure begins.

The call to adventure.

The hero is called on to do something.

Crossing the First Threshold.

The Hero goes on the adventure.

Start the Adventure.

Meeting the Mentor.

The Hero needs help from someone.

Arthur is Michael's mentor. He leads Michael to redemption.

Tests, Allies, Enemies.

The Hero faces challenges, meets allies.

Approach to the Inmost Cave.

The Hero gets closer to his goal.

The Road of Trials

Ordeal.

The Hero faces his biggest test of all.

Things get jumbled in Hero's Journey terms. This is Michael's final challenge and meeting his final test. But it's also the reward. This scene compresses several Hero's Journey beats (Reward, Road Back, Resurrection).

The Return.

The Hero returns with the prize.

We first hear about Michael's failed bar.

The setup of the problem: Michael needs money to pay off a loanshark to liquidate the bar.

A treading-water scene that establishes that Michael will have problems paying off the loanshark. It also reminds us that this subplot is still here.

Michael asks Marty for money to cover the loanshark debt.

We learn more about the bar in this talk with brother Gene. Also more about the relationship between Michael and Timmy.

A confrontation between Michael and Timmy. Michael isn't ready to forgive.

Michael now has the money to resolve his loanshark problems.

Michael pays off the loanshark, so that's okay.

Paying off the loanshark frees up Michael to indulge his gambling vice.

Michael turns to Timmy for help. This is a reconciliation between them and the end of this subplot.

Michael's a not-particularly-good card player with a failed bar.

Michael is disrespected by his client, is clearly unhappy about the scut work he does.

Michael clearly wants something clean and beautiful, which he hopes to find from the horses. But it ends in an explosion.

More on how low Michael's life is, handling dumb issues for people. He's clearly dissatisfied with this life as a fixer.

We hear that Michael once worked as an assistant DA. He clearly was made for better things.

Arthur serves as Michael's conscience, challenging him over whether he wants to spend his life as a fixer.

We learn something about what got Michael into this mess in his life. His gambling addiction, his attempt to use the bar as a way to escape from it. But how that failed.

Michael is reduced to begging for help from Marty.

Arthur once again confronts Michael, challenges him for being just a bag man.

We get a feel for Michael's distance from his family. But they are still there giving him a foundation.

When Michael meets Anna, she inspires him to keep at it on the case. Which was the impact she had on Arthur as well. Michael is now following Arthur's footsteps.

Michael starts having pangs of conscience about what his firm does to earn their money.

Michael clears out his past burdens, allowing him to deal with his own soul.

But when Michael returns to playing poker, he is turning again to the thing that brought him low originally. It's a setback, which we know now.

Again, the horses are Michael's attempt to reach for something clean and beautiful.

And when his car blows up, he commits to the path.

Michael is resolving the last major conflict in his personal life before he deals with the case.

In the confrontation, Michael is incredibly hard on himself. He condemns the man he was when he says he's not the guy you kill, he's the guy you buy. But he proves he's no longer that guy when he turns in Karen. This is is act of redemption.

The look in Michael's eyes as he drives off in the cab shows all the complexities. You can read pretty much anything into that look. It's nicely ambiguous.

Arthur's rant does not come from a healthy mind.

Arthur's stripping in a deposition is a clear sign of his mental illness.

We learn of Arthur's past mental illness. He's also clearly not entirely healthy in the head.

Arthur's mental illness and obsession is influenced by Henry's obsession.

Arthur isn't so ill that he can be committed.

Arthur is clearly in manic mode.

Arthur seeing the U/North ad triggers something in him.

Arthur is clearly mentally ill here. Note the large number of baguettes that he has. But he is also still a powerful intelligent man, capable of reasoning through problems and calling out Michael.

Arthur's response to hearing his phone is tapped isn't entirely sane. And his recording of the U/North ad as background to his rant is not entirely sane either.

And Arthur's madness ends with his death. But not yet all the implications of his madness.

The pure number of copies of the smoking gun memo, the way it's packaged in a Realm & Conquest-inspired cover, and the bulk of those copies, is one last sign of Arthur's madness.

We meet Karen in the midst of a panic attack. Something bad is happening with her: we're about to find out what.

We see that Karen is in an important corporate job, but we also see how tense she is about it.

We see Karen in charge of her team, but also awfully high-strung.

Karen has access to some dangerous people.

Karen clearly knows she's on the wrong side of the case. But she doesn't care. Marty doesn't care either.

Karen is willing to order murder for her career. But she is incredibly circumspect in how she does it.

Karen clearly orders Michael's death here. She's crossed a line now and is willing to deal with death.

Karen is on her way in and up as they settle the lawsuit.

We now see Karen's panic attack is because of the stress of having just ordered Michael's murder.

Karen has provided the settlement without making it clear why she is settling (the existence of the smoking gun memo). But she is still incredibly high-strung, practicing all her speeches and working on the details of the wording.

Karen's sins all come home to roost. We last see her collapsed to her knees under the weight of the consequences.

We meet Henry.

We learn of Henry's obsession with Realm & Conquest.

Henry talks to Arthur. His talk of Realm & Conquest inspires Arthur.

We see that Michael is dragging Henry along on his mission. He's not the most attentive father, but he tries.

Henry witnesses the conversation.

Michael tells Henry that he is a strong person. This is the end of the Henry plot and its resolution.

Note that Arthur put a title on the copies that is inspired by Realm & Conquest. Henry's obsession influenced Arthur's obsession.

We meet Gene. He and Michael are capable of seeing eye-to-eye.

We find out that the cop who is handling Arthur's death knows Gene.

Gene gives Michael a police seal. This is an act of great loyalty and risk.

Gene helps Michael but is angry about it. When he calls out Michael, it gets harsh.

Interesting that Michael turns to Timmy here and not Gene.

Michael has set up the confession with Gene. The two are clearly reconciled.

This isn't in the film.

The Michael and Karen parts of the montage were cut from the film. (They weren't really necessary.)

In the film, the credits roll over Michael's face in a taxi. We don't hear Arthur's rant.