Author: Brendan

Extension 765

The upper half of the face of yours truly, wearing a fashionable black baseball cap embroidered with the Command Z logo.

I don’t expect to post many items here that aren’t about movies, much less notices of two-day-old breaking news. But I’d like to write shorter things, more often, and this seems like a good opportunity. After ten and a half years, Steven Soderbergh is shutting down the merchandise storefront on his Extension 765 site.

Even since I started drafting this post, several of the remaining items that were for sale there have had their listings removed. The fact that everything has been marked down 50% must have helped. Gone already are the Command Z (2023) hat pictured above and its EXT 765 sibling. The unique foreign press-kit books from various film releases have been sold out almost since they appeared, and seemingly remain with their sold-out labels attached only to taunt those of us who were too slow. There are still a couple $375 exposure-test Polaroids from the set of Traffic (2000) available, though I expect those will be nabbed soon enough.

Soon enough, the shop link will be broken, though one hopes the Wayback capture will remain. The impermanence of Soderbergh’s digital ventures dismays me; the interactive version of Mosaic (2017) lasted only fourteen months, and I live in concern that the current ownership of some streaming services will start delisting films with no physical editions. Don’t even get me started on his camera app.

But what I really want to talk about, while it’s still possible to glance over the remaining goods, is the constraints Soderbergh has given himself (and Joanna Bush, designer and sometimes creative director of Extension 765) with regard to merchandise. Aside from the Command Z logo items, whose proceeds I believe were donated, there is nothing for sale that includes any reference to Soderbergh or his work.

Far be it from me to dismiss the glory of the celebrity vanity project, but this is an unusual choice for a personal branding enterprise. It’s one thing to be running a commercial venture like Super Yaki for movie dweeb t-shirts with no specific center except giddy enthusiasm. Extension 765 is another thing entirely: one man’s website, and a man with a vast and popular intellectual property portfolio at that.

Yet you can’t buy a Schizopolis (1996) poster or any of Soderbergh’s published books from their author. Instead, the shirts and hats are all references to the non-Soderbergh films that Soderbergh enjoys, just like the web domain itself: the license plate from The French Connection (1971), the apartment address from Last Tango in Paris (1972), or the insurance company from Double Indemnity (1944). You can (well, could) buy possessory-credit apparel for other people who have the same job as the site owner—Mike Nichols, Lina Wertmüller, and Dede Allen—and one that attributes precisely nothing to his favorite critic, Pauline Kael. But Soderbergh himself has never taken a possessory credit, and never put his name on a t-shirt either.

I’ve never met Steven Soderbergh; whether he’s a self-effacing man in his personal or professional life, I can’t say. But I think his decision to sell products entirely in celebration of other people’s art is aligned, in a way, with his famous use of pseudonyms. What a film director really directs, Alexander Mackendrick said, is the audience’s attention. The elimination of one’s own name in favor of a reference is a choice to direct that attention away from the persona and toward the work.1Place your orders now for soderblog dot blog’s 1250 Vista Blanca embroidered bucket hat, coming in 2044!

I hope that the elimination of the merch shop will not mean the end of correspondence from Fabrizia del Dongo,2 I suspect it’s not deliberate, but if you actually subscribe to Soderbergh’s blog by RSS, the entries in the feed are credited not to their author, but to “Matt Riskam.” I can only presume he was the developer who installed the CMS to begin with. Maybe Joanna Bush knows. the exasperated (and fictional) lackey who signs all the letters from the Extension 765 mailing list. Even that name is referential. Fabrizio del Dongo is the protagonist of La Chartreuse de Parme, a nineteenth-century French novel.3I’m sorry, but I haven’t read it. I have enough homework for this thing already. To Anglophone residents of the twenty-first century, his name is also an eye-rollingly puerile joke. The feminine –a makes me suspect that maybe the real person behind that curtain is the aforementioned Joanna Bush, but the writing’s tone and quirks—like always going full-caps for titles—hint that Fabrizia is just one more Soderbergh pseud.

Either way, I am fond of Fabrizia and the world implied in their inventive correspondence. I’ll just keep my fingers crossed that Mr./Dr. Soderbergh’s promises not to eliminate the del Dongo position are trustworthy. Pour one out for the Extension 765 mercantile experience, and do make sure the bottle you splash from is Singani 63.

  • 1
    Place your orders now for soderblog dot blog’s 1250 Vista Blanca embroidered bucket hat, coming in 2044!
  • 2
    I suspect it’s not deliberate, but if you actually subscribe to Soderbergh’s blog by RSS, the entries in the feed are credited not to their author, but to “Matt Riskam.” I can only presume he was the developer who installed the CMS to begin with. Maybe Joanna Bush knows.
  • 3
    I’m sorry, but I haven’t read it. I have enough homework for this thing already.

39. KIMI (2022)

When I started this blog, I went looking for people who had tried this kind of retrospective writing in other media, and I was very happy to discover Club Soderbergh. Hosted by Carla Donnelly along with Maggie and Jessie Scott, the podcast went through his films in more or less chronological order, researching deeply and bringing a delightful fizz of differing perspectives to the work. The creators even had to extend its run to account for Soderbergh’s unretirement. Though they have not caught up to his work since 2020, I hope they will pick up their microphones again in the very different world we now inhabit.

Donnelly has instead, along with cohost Philip Thiel, resumed work on her earlier podcast Across the Aisle. Together, the two review exhibitions, film screenings, and theater in Melbourne and Geelong.1Their preferred spelling might be Djilang? I’m sorry if I’m mistaken, I’ve only heard them use the word aloud! I’ve never been to Australia, but I’ve enjoyed listening to the two of them discuss plays I haven’t seen and art I can only imagine; I enjoy the parasocial pull of a warm rapport between clever friends, and I already know that at least one of them has some taste in common with me.

In Episode 51, during a discussion of an underwhelming gallery show at the ACMI museum, Thiel delicately termed the presentation a “chamber work.” That phrase lodged itself in my mind. I knew the concept of chamber music, but I’m not a musician, and only after that framing did I come to think of the format as one that describes itself in terms of constraint. When you write and play a composition intended for performance in small spaces, by small groups, you are shaping the result by means of a powerful set of boundaries that has continued to produce new variations for centuries.

I am not rash enough to make any predictions about the future of the film industry, particularly after this year’s historic moment of Hollywood labor solidarity, but I think there are already plenty of examples of the way targeting a movie for a home audience shapes that work too. Kimi (2022) is the third of three movies Soderbergh directed explicitly for2(The Service Formerly Known As) HBO Max under a deal signed in early 2020. All three sit an emerging space that lends the production style of twentieth-century TV movies some of the prestige branding once only accorded to theatrical release.

Kimi’s screenwriter, David Koepp, called it a “bottle movie” for its focus on a contained location. I think describing it as a chamber work is equally appropriate, even if it did have at least one day of shooting that involved a thousand extras.3To me, it seems clear that the courageous bystanders among those extras are responding as if her kidnappers are DHS agents or other federal police. That would be an explicit reference to extrajudicial detainment of protesters in 2020 Portland. But my perspective is that of someone who lived in Portland for a long time, and I wonder if those incidents left the same impression on other people! Its instrumentation and its players are deliberately limited, with the goal of producing work for the small screen.

“There’s a very, very small, well-defined perimeter that the story exists within…  and [Koepp] likes to take that restriction and just go as deep into it and explore as many possibilities [as] he can come up with. And I like those too… It’s a challenge, but I think when you’re forced to think laterally, instead of vertically–so that whenever you’re trying to address a problem you’re not going to that place of, ‘well, we just need more money, it just needs to be bigger.’”

Soderbergh on The Film Comment Podcast, helpfully restating this site’s thesis

Kimi (2022) is a story about one small person, Zoë Kravitz’s Angela, staying dogged in pursuing a truth against the violence that capitalists can deploy when their plans are interrupted. It’s also a story about agoraphobia in the age of plague: the first and third acts are set entirely within the walls of a one-bedroom condo.4Albeit, I have to say, a pretty large condo for one person by current Seattle standards.

As always, I’m not going to summarize the movie’s plot, but I am going to spoil many parts of it. It’s still available to watch on MAX—for now5Sip from a sun-warmed trash bin, David Zaslav!—and you can get a sense of its outline from  Benjamin Lee’s review in the Guardian or Elizabeth Pagano’s at One37pm.

Lee’s review has a nice nod to one of the film’s clear antecedents, The Net (1996),6Not a great film—I’m still not sure what the maguffin virus actually did?—but I will always be fond of it for teenage Brendan/Sandra Bullock reasons. a thriller about another woman named Angela isolated and estranged by the digital tools of her livelihood.  Soderbergh did not hesitate, as usual, to name more of the movies that populated his mood board of influences for this one. That’s how you end up with articles like “Steven Soderbergh Says ‘Kimi’ Is A Cross Between ‘The Conversation,’ ‘Rear Window’ & ‘Panic Room’” spun out of fifty seconds of podcast time.7The Conversation (1974) in particular always makes it into Soderbergh’s list of his favorite movies; his primary web domain references a recurring piece of nonsense from it.

But let’s go back to that quote about a “small, well-defined perimeter.” The film breaks its own bottle for Angela’s frantic, fear-driven excursions into the outer world, including that scene with the thousand extras. That break doesn’t negate the constraint of its setting, because it’s a tool to use, not a rule to cling to. Reaching for other tools too just clarifies how much shape the primary tool lends the work. In a similar vein, I think that when the filmmakers start listing off all these citations, they’re not saying it’s a “cross between” anything. They’re talking about how interwoven references help expand the film’s text beyond the tight boundary of a minor work.

Soderbergh has always been a referential director. He loves watching and talking about movies too much to be anything else. Here, as with King of the Hill (1993), he likes to invert his riffs, putting Angela on the far end of the voyeur’s lens, and making her house key a thing that keeps her in as much as it keeps the world out.

Music composers and producers deal in references too: distorting samples to create hooks and beats, or quoting a phrase from one song into another to build a harmony.8Zoë Kravitz’s father, you may know, is a musician who has been criticized for excessive quotation, but I like his music so those critics can go suck rocks. At its best, the act of taking a piece from an unexpected source and mixing it into something new can elevate both works. And to that point, I don’t think the films of David Fincher and Frances Ford Coppola are the only references to be found in Kimi (2022). Those references also include John Hughes and Chris Columbus.

There is another well-known movie, after all, about an isolated young person with sensory-sensitivity issues, a standoffish affect, and very strong lifestyle preferences. When his home is invaded by a tall man and a short man who wish him grievous harm, he too resorts to quick thinking and improvised weaponry to defend it with lethal force.

His name, as one might recall from this startling grace note?

Kevin.

I’m hardly the only one to have drawn this connection, but I don’t think I would have put it together myself if not for the casting of Devin Ratray, who people of my age cohort may remember from the same film as Buzz.

Macaulay Culkin (L), Devin Ratray (R), and a guy I can't be bothered to look up unfortunately at center.

Many reviews of Kimi (2022) refer to it as “spare,” “stripped-down,” or “economical,” and at 90 minutes and a tight budget, none of those adjectives are unfair.9I had a note here that its production budget was $3.5 million, which is the figure listed on the film’s Wikipedia article. But I can’t find an actual source for that number—citation needed!—and now suspect it was extracted in error from this Seattle Times article about state-level film rebates. To return to the sampling analogy, those aren’t words that are typically used to describe reference-heavy music. But I can think of one band who made maybe the most sample-rich album ever and who also created their most influential song out of spare, stripped-down, economical pieces. That song is the one that plays over Angela’s cathartic fight scene at the climax of the film.

“Sabotage” was born out of strict constraints itself, designed from inception to build suspense with its abrupt pattern of stops. I read about its origin in a booklet half my life ago, and it has always stuck with me. To repeat the obvious, I’m not a musician, but it felt so cool to glimpse the rules around the song’s edges, granting me some understanding of why a piece of music I love works the way it does. It was one of the first times I started puzzling over how strong constraints are intertwined with striking art.


The framing for this entire blog came from my listening to a 2017 interview Soderbergh gave to John Nugent at Empire Magazine, wherein the director mentioned offhand that before starting a movie, he always asks himself what rules he can use to separate it from the rest of his body of work. He also tossed out this working guideline about his use of music in his films.

“I’m always on the lookout for an opportunity to have the score not do what the scenes are doing. And sort of use it as a way to… to turn it into a third thing, as opposed to, like, doubling down on the emotion of the scene itself. I always ask myself that question… what if I go in the other direction? For instance, if I have a sequence with a series of fast cuts in it, what if I have a piece of slow music under it? You know… you have to make sure you’re not always falling into this trap of having everything doing the same thing.”

Kimi (2022) makes use of this exact principle throughout its second act, which opens with Angela braving the world outside her apartment; she’s pursued at first by the unseen demons of her own emotional history, and soon thereafter by actual forces summoned to harm her. The jittery, undercranked camera heightens tension in a way that recalls a zombie movie. Angela’s mask and hood, by costume designer Helen Mirojnick, cover the distinctive shock of blue hair that Kravitz herself chose, as if she’s put on armor against perception. Along with Kravitz’s expressive physical work, they suggest a warrior prepared for a stealth mission.

Angela (Zoe Kravitz) with her back to a train station wall, mask on, hood up.

But the dreamy music  is such a clear contrast that it heightens these scenes to the haunting and hallucinatory. It’s Cliff Martinez again, still working with Soderbergh 33 years after sex, lies, and videotape (1989). Soderbergh asked Martinez for something different from the brass-heavy scores of the films like The Parallax View (1974), The Conversation (1974), and Panic Room (2002) that he discussed with Koepp.

“I said, look, I really wanna be in that Bernard Herrmann space. But there has to be some aspect to it that doesn’t just make it feel like a copy.  … These kinds of films are very score-dependent, so… it’s yours to lose, in the sense that if you don’t have a great score, that’s an unforced error that’s going to hurt the film.”

Soderbergh, to Devika Girish and Clinton Krute, on the aforementioned Film Comment podcast

Bernard Herrmann is one of the great film composers of the twentieth century, and had an extraordinary run of work with Alfred Hitchcock, Martin Scorsese, and Orson Welles. This is the man who wrote the violin sting for Psycho (1960), so I wouldn’t necessarily have associated him with hushed reverie. But he’s also the man whose film score debut was the overture for Citizen Kane (1941). If you add that ominous undertone to, say, the fairyland-twinkling parts of Beethoven’s “Appassionata”—which appears diegetically in Kimi (2022) —then you start to get something like what Martinez produced.

What would the film have been like if you scored it with standard-issue music—say, David Sardy’s track from the bike chase in Premium Rush (2012)?

It doesn’t work at all the same way. I think Soderbergh is right: being less thoughtful here would have robbed the movie of its best moments. Now, this isn’t to bag on the writer-director of Premium Rush (2012), the very same David Koepp who wrote Kimi (2022), except that’s a lie, it is to bag on him, because I have consistently disliked his work for decades.

If I were a more honest writer I would have come right out and said this at the beginning. One reason I told you last time I was going to discuss “one I don’t actually like” was because I knew this was the first time Soderbergh and Koepp had worked together.10Nonetheless, while I didn’t fully take to the movie last year, watching it over and over to sift out all these words has made me feel fond of it! That does keep happening. Soderbergh interests me because he’s made so many movies and yet so rarely lets me down; Koepp, who is also prolific, always finds a way to disappoint me. Buy me a drink sometime and I’ll go on about this for half an hour, but that’s not the point of this post.

One thing I could hold Koepp to account for, though, is that this movie seems like it should highlight the dangerous surveillance apparatus built into every smart speaker, but it… doesn’t? Kimi, the device, is effectively a hero in Kimi (2022), the film: murder victim Samantha manages to get the truth about her death out through a voice memo, and Angela’s clever use of voice commands at the film’s end gives her an edge over her assailants. Amygdala, the company making Kimi and employing Angela, clearly has a creepy file on our protagonist that includes her medical records and biometrics—but there’s never an indication that such things were caught by her speaker. They’re just a part of her getting a job with a tech startup in the hell of 21st-century American employment.

Kimi (2022) is a movie about people’s relationships with technology, and how the COVID pandemic changed those relationships. I mean the word “technology” in the sense defined by Ursula Franklin, here: the mindset, approaches, and habits humans build up with their tools, not just the tools themselves. Technology is both Angela’s hand sanitizer and her habit of waving her hands in vertical parallel to dry them. Technology is thousands of Kimi machines passively listening all the time, and technology is the queue of snippets they decontextualize and send back for Angela’s data-labeling work.11The size and luxury of her condo are extra jarring when one knows how little labelers get paid. Technology isn’t just the fact that villainous Amygdala CEO Bradley Hasling, played by Derek DelGaudio, uses a ring light for his Zoom interview at the film’s opening; it’s also the fact that he puts bookshelves in his garage and keeps his pajama pants on for it.

My own relationship with pants has certainly changed since 2020. I’d suspect Steven Soderbergh’s did too, at least for a while. His career demonstrates how quickly he’s adjusted to new tools as they become available: centering his breakout feature around a consumer video camera, writing screenplays on a Mac II in the early 90s, risking a massive financial undertaking on prototype RED cameras for Che (2004), and shooting Unsane (2018) and High Flying Bird (2019) on an iPhone 8.

But even as a habitual early adopter, Soderbergh is not averse to criticizing the tech he uses. He stopped making movies with phones, even as their cameras improved, because Apple ignored him when he wrote to ask why he couldn’t lock the exposure for a given shot. And if you watched his new series Command Z, which he hosted and streamed on his own website, you’ll get a sense of just how intensely he must feel about the architects of the tipping point we all straddle in 2023.

This is what I’ve come to appreciate about Kimi (2022): the anger it contains isn’t directed at regular people who rely on Alexa or Siri, or even the laborers who keep their services running. It’s directed at the financial technology we call the startup, the way the money and expectations inherent to that technology distort people’s reality, and the force multipliers used to harm and kill the human beings who inconvenience investment capital.

When listing off all those filmic references in interviews, Soderbergh spoke admiringly of David Fincher and Panic Room (2002), another David Koepp screenplay. But twenty years later, some of its moral foundations seem fragile. For one thing, the heroes of that story own a four-story brownstone in Manhattan paid for by the pharmaceutical industry, while Forest Whitaker’s criminal antagonist just wants enough money to retain custody of his kids. The film grants Whitaker’s character a measure of sympathy, but it’s not ambiguous about who is rewarded and who is punished in the end.

I think Koepp’s second use of the home-under-construction bottle set for Kimi (2022) is an improvement, and shows a more modern political awareness. Credit to him, too, for anticipating how the work of data labeling might rise to prominence, when he wrote the script years before the launch of ChatGPT.

But at the same time, I have to debit both Koepp and Soderbergh for this film’s failure of an ending. The constraint of the three-act screenplay demands a resolution that shows how the protagonist has changed through the events depicted, and Angela’s story makes it clear that her isolation is untenable for her physical and emotional health. But after spending so much of its runtime showing how much trauma the protagonist carries, and how her neurodivergence affects her relationships to people and the outside world, the film offers a pretty jarring final freeze-frame. All it took for Angela to walk out happily into sunshine again was being forced to shoot her torturers point-blank in their skulls with a nail gun? Really? Killing another human being made her feel better instead of worse?

I believe that cathartic action can help lead to profound change in survivors of many kinds, and there’s plenty of precedent for this kind of denouement in movie history. But it still came across to me as if the filmmakers had embraced the Two Bonks On The Head Cures Amnesia theory of mental illness. Even a chamber piece should carry its central theme through the last note.


I hope that at some point I’ll get to bother Carla Donnelly for some insights about a Soderbergh movie. (If Carla is reading this: hi, Carla!) I have a much fainter hope that production designer Philip Messina might search the internet for his own name and come across this article, and then email me, because of all the crew members involved in Kimi (2022), he’s the one I would be most interested to talk to. I’m so curious to learn how the actual Kimi unit was conceived. Its anodyne matte cowling, uniform perforated speaker grille, and rippling LEDs all nail the school of Dieter Rams knockoff industrial design that most high-profile electronics have reached for in the last decade. There are other, subtler technologies he selected, too—such as Angela’s deadbolt, a seemingly innocuous prop that nonetheless requires a key to be inserted from inside to unlock the outside world. And I’d love to know how the decision to cast Soderbergh’s ex-wife Betsy Brantley as Kimi’s voice came about!

I might have jinxed myself last time by announcing what film I was going to write about next, so this time I’m going to… not do that. But rest assured I’m still puttering away here in Chicago, kind reader. And I hope that by the time I post my next retrospective, tech unions will still be growing, and that the concessions the Hollywood guilds have won against algorithmic absorption this year are only previews of stories still to come.

Steven Soderbergh's headshot, dramatically lit in a blonde wig, credited to Peter Andrews, next to Zoe Kravitz, also dramatically lit and looking like a model, credited to Mark Seliger
  • 1
    Their preferred spelling might be Djilang? I’m sorry if I’m mistaken, I’ve only heard them use the word aloud!
  • 2
    (The Service Formerly Known As)
  • 3
    To me, it seems clear that the courageous bystanders among those extras are responding as if her kidnappers are DHS agents or other federal police. That would be an explicit reference to extrajudicial detainment of protesters in 2020 Portland. But my perspective is that of someone who lived in Portland for a long time, and I wonder if those incidents left the same impression on other people!
  • 4
    Albeit, I have to say, a pretty large condo for one person by current Seattle standards.
  • 5
    Sip from a sun-warmed trash bin, David Zaslav!
  • 6
    Not a great film—I’m still not sure what the maguffin virus actually did?—but I will always be fond of it for teenage Brendan/Sandra Bullock reasons.
  • 7
    The Conversation (1974) in particular always makes it into Soderbergh’s list of his favorite movies; his primary web domain references a recurring piece of nonsense from it.
  • 8
    Zoë Kravitz’s father, you may know, is a musician who has been criticized for excessive quotation, but I like his music so those critics can go suck rocks.
  • 9
    I had a note here that its production budget was $3.5 million, which is the figure listed on the film’s Wikipedia article. But I can’t find an actual source for that number—citation needed!—and now suspect it was extracted in error from this Seattle Times article about state-level film rebates.
  • 10
    Nonetheless, while I didn’t fully take to the movie last year, watching it over and over to sift out all these words has made me feel fond of it! That does keep happening.
  • 11
    The size and luxury of her condo are extra jarring when one knows how little labelers get paid.

4. King of the Hill (1993)

In the former half of his career—which I’m counting as the first 20 entries in this list—Steven Soderbergh adapted between four and nine books for the screen. The actual number depends on how narrowly one defines the concept of adaptation. Kafka (1991) blended elements of The Castle and The Trial with elements of its subject’s life; The Underneath (1995) remade Criss Cross (1949), which was itself an adaptation of a Don Tracy novel; Out of Sight (1998) adapted Elmore Leonard, while The Good German (2006) adapted Joseph Kanon; and Solaris (2002) remade Andrei Tarkovsky’s film 1972 film, itself an adaptation of Stanislaw Lem’s novel.1In the latter half, from 2007 onward, Soderbergh’s interest in book adaptation seems to have run its course—only The Informant! (2009), Behind the Candelabra (2013) and The Laundromat (2019) would qualify. He didn’t write any of them, and indeed ceased writing screenplays entirely after 2006.

The number rises if you count adaptations that never made it to production, as well. After his early success, interest around Soderbergh involved his scripts as much as his direction. In 1990, he wrote several adapted drafts of William Brinkley’s novel The Last Ship for production by Sydney Pollack, and in 1996 he wrote drafts of Carol Hughes’s book Toots and the Upside Down House for director Henry Selick. Neither was ever made. In between those, Soderbergh and Scott Kramer found themselves pursuing a legal battle in the long, discouraging history of attempts to adapt A Confederacy of Dunces: Nathan O’Hagan says Soderbergh’s own script “came closest to ever seeing the light of day” of all the attempts so far. (It got a single staged reading.) In 2009, for his last crack at the work of writing a book adaptation, Soderbergh produced a shooting plan and a draft script for Michael Lewis’s Moneyball which, it is said, together so aggravated Sony Pictures chair Amy Pascal that the movie was put into turnaround.2“When all the Moneyball stuff happened, people said, ‘Wow, you must be really pissed off.’ I said no, not really; it means I’m still capable of scaring people. That’s a good thing. That means I’m still enough of a crazy person to make somebody pull the plug.” —Soderbergh to Mark Gallagher, Another Steven Soderbergh Experience, 2013

And then there’s King of the Hill (1993), a memoir by A. E. Hotchner, both the first book Soderbergh ever adapted, and the only direct book-to-screen script he would ever take to production himself.3Soderbergh did script The Underneath (1995) and Solaris (2002), but both have that intermediary-movie asterisk. He does not seem to have enjoyed that part of the process.

“To think back on that period of writing the script, I can remember where I was… I was working out of this little smokehouse on the farm in Virginia, outside Charlottesville. I had one of the old Macs, like a Mac II? It just reminds me how much I didn’t like writing. How you’re just all alone. And you’re just constantly sort of crashing into the barrier of your own ability. So I just have this memory of days spent out in this little smokehouse, sort of staring at the screen, trying to solve, you know… the problems that any movie needs to have solved, and yet trying to keep it from being something that, Hotch would look at and go ‘well, that’s just crazy,’ you know, ‘that doesn’t bear any relation to what happened to me.’ I was very conscious of that.”

Soderbergh, in a featurette on the 2014 Criterion release of King of the Hill

The farm he refers to in that quote is the one he bought two months after winning the Palme d’Or, in 1989, and where he subsequently married and lived with actor Betsy Brantley. The two would divorce in the fall of 1994, and whether that event was connected to Soderbergh locking himself in a smokehouse and feeling “all alone” is beyond the scope of my speculation.

But his description does tell us some things about the constraints on the project from its outset. Soderbergh wanted to write, direct, and edit the film himself; he wanted to make its story fit into a three-act structure; and he wanted the resulting period piece to retain its resemblance to the childhood experience of its author.

Hotchner, left.

If you’re not a follower of his work, then Hotchner may be best known by association: in addition to teleplays and novels, he wrote popular biographies of his friends Ernest Hemingway and Doris Day, and cofounded both the Newman’s Own brand and the Hole in the Wall Gang Camp it supports with his neighbor Paul Newman. Hotchner was 102 when he passed away in 2020—a remarkable life for someone who could well have died in childhood several times over during the events of his 1972 autobiographical novel.

Here’s an effusive Goodreads review and summary of King of the Hill, which many sources describe as a Bildungsroman. The author certainly seems to have viewed it as a story of adversity overcome by youth, and it has an aw-shucks vernacular to its prose which lends it a chipper tone of scrappy pluck. To me, the actual plot comes across more like horror. I know the expected standards of care for children have changed a lot since the Great Depression, but some of the experiences described in the book would be considered harsh for a gulag. It takes place over the course of a St. Louis summer wherein its protagonist turns 13. The title is not explained in the film, but here’s the segment from the book that gave rise to it:

 “It was like a mud slide coming down on you one slide after another. I knew about mud slides, all right. When we had lived on Concordia Lane in South St. Louis, there was a mountain of clay nearby where a brick factory operated. Us kids played on the mountain and dug caves in it and climbed all over it. But one afternoon after school, when it had been raining for a couple of days, we were out on the mountain in our rain clothes playing King of the Hill when the gooey mud at the top got unstuck and started to slide down on top of us. We scrambled around and got out of the way of it, but another slide was coming right on top of the first one and then another, and two of the kids got buried in it. We tried to dig them out but the mud kept on sliding down from the top. The workmen at the brick factory were all gone home, so we had to do the best we could. There was one gigantic slide that buried all of us, which was more scary than anything you can imagine, but we dug ourselves out of it and kept on trying to find those first two kids. We finally found one, a skinny little seven-year-old who shouldn’t have been playing with us nine-year-olds in the first place. He was more scared than anything else, and when we dug the clay out of his nose he was all right. But we couldn’t find the other kid, and by the time help came and they found him and rushed him to the hospital, it was too late.

 So you can see I know about mud slides.

King of the Hill, Hotchner, ch. 28

A number of critics were mystified by the choice to make a PG-13 movie about a 12-year-old kid—a story that includes ostracism, violence, suffering and suicide. Soderbergh himself sees a straightforward theme running through this and his previous movies, though. “When I look at the film now,” he says in the same Criterion featurette quoted above, “it seems to fit in a larger context of protagonists who, through sheer force of will, are trying to kind of make the world work the way they want it to work.”

As usual, I’m not going to be summarizing the plot here, but either the book review or the movie review linked above will give you a good start if you’re not familiar with the story; I encourage you to take a moment to spoil yourself before continuing. The film is not currently available for digital rental, but it appears on the Criterion Channel intermittently, and there are always other options.

Soderbergh’s choice to adapt this specific novel would end up entangled in his early relationship with Robert Redford—who, in turn, was only one step removed from Hotchner by way of his own relationship with Paul Newman. sex, lies, and videotape (1989) had debuted at Redford’s Sundance so early in the festival’s history that it wasn’t even called Sundance yet, and Redford had taken an interest in Soderbergh’s career, at one point being attached to King of the Hill (1993) as a producer. That promising connection dissolved before the movie was finished for reasons that neither party has talked too much about.4One of the events in that dissolution was that Soderbergh had the script for Quiz Show (1994) offered to him, accepted it—and then saw the offer rescinded in favor of Redford, about which he learned only secondhand.

A thesis I might have to explore one day is that Soderbergh’s ability to navigate and commit to professional relationships has been as critical to his professional longevity as any other talent. The commitment, in turn, seems to come from the fact that those relationships really matter to him. I think it’s possible that frustration of his experience with Redford, added to bitter litigation over the aforementioned Confederacy of Dunces adaptation, would eventually combine to send him careering out of Hollywood entirely and into independent work for the self-excoriating reinvention described in his book Getting Away With It.5His attempt, one might say, to make the world work the way he wanted it to work through sheer force of will.  He didn’t end up working with Redford’s Wildwood Pictures at all, and instead stuck with Casey Silver at Universal’s Gramercy arm, which would lead in time to Soderbergh’s second breakout with Out of Sight (1998). Silver and Soderbergh are still working together, 30 years later.

But back in 1992, what did Silver help Soderbergh get away with? Somehow, at once, the studio trust that comes with high expectations and the benign neglect that comes with low ones. King of the Hill (1993) failed at the box office, but Universal kept investing in him for years to come.

Soderbergh (right) with Cameron Boyd, who plays Aaron’s younger brother, Sullivan.

“The reason I haven’t yet turned into a cult failure is because I’ve yet to make a film that people have expected to make a lot of money. So, until I make a $40 million movie with stars in it—which is conceivable—that is expected to make money and then doesn’t, people’s perception of me is not going to be anything other than an interesting, responsible young filmmaker.”

“Whatever happened to Steven Soderbergh?” in Premiere magazine, January 1994

“Conceivable” is an understatement now, but it was only just true back then.6Five years later, he did in fact make a $48 million film with stars in it—George Clooney and Jennifer Lopez, no less—that recouped its budget but lost money against its marketing costs. But by then, on the verge of the dual-Oscar juggernaut of Erin Brockovich (2000) and Traffic (2000), cult failure was not an option. Soderbergh was making exactly the movies he wanted to make, borrowing against a single success that was already four years old, and doing so by threading his plans through a narrow constraint: use as much of someone else’s money as you can without making them worried.

King of the Hill (1993) had a production budget of around $8 million. For a period feature with a large cast shot on location,7Shout out to St. Louis, one of the greats, home to some wonderful people and among my favorite places to visit. Soderbergh on St. Louis: “I never saw so much brick in my life!” even three decades ago, that’s tight; the cost of film stock alone would have run into six figures, though Soderbergh and veteran cinematographer Elliot Davis8Davis and Soderbergh continued working together on the features Soderbergh made for the remainder of the 1990s; from 2000 onward, Soderbergh has almost always worked as his own DP. eked out some savings there by means of the Superscope 235 format and the inexpensive lenses it permits:

“I didn’t want it to feel like a little indie thing. I wanted the audience to feel comfortable and feel like it had the craft level of a normal studio film. I didn’t want it to come across as something that looked cheap. As it turns out, shooting Super 35 is a very inexpensive way to make something look expensive.”

Soderbergh, Criterion featurette

I’ve been waiting to deploy the phrase “formidable constraints” for like 1700 words now, so there it is: what we’ve outlined so far is already a very specific space in which to produce a movie. That space continues to narrow when we consider that producing an “expensive-looking” film about the Depression risks some tonal dissonance, something Soderbergh now acknowledges.9The faint golden haze that overlays much of the film was Soderbergh’s first experiment with suggesting emotional atmosphere by way of color timing, a technique he’d use often in the decade to come. But he was still trying to prove himself, and prove that he could do work in a visual medium at the same level as the artists he admired. With his team of Davis, costume designer Susan Lyall, and production designer Gary Frutkoff, Soderbergh worked to evoke the saturated off-primary colors of American oil painter Edward Hopper, but in interviews, he was eager to discuss European movies as his points of reference.

I really thought I’d caught a break when I came across one particularly specific quote, from an interview in Positif magazine that Soderbergh gave to Michel Ciment and Hubert Niogret (with translation by Paula Willoquet). Another thesis for this site that I have half-pocketed right now is that Soderbergh’s great trick is approaching distinctly American stories with a perspective grounded in his love of Western European film. So when I read him talking to French journalists about the specific French, Swedish, and Italian movies he referenced, I thought I could put together one of those cool comparison videos that shows you exactly which shots are borrowed from where. Part of the reason this post has taken so long is that I kept giving myself more homework.

What I found instead, after watching them each a few times, was that Soderbergh and Davis had anticipated and outmaneuvered me. Instead of borrowing shots, they noted the way previous films had approached children in situations beyond their years, then inverted those approaches, sometimes literally.

Aaron, the protagonist of King of the Hill (1993), isn’t a kid striking out on his own like Antoine Doinel of The 400 Blows (1959), or one gaining a new perspective on his family through trauma like Ingemar of My Life as a Dog (1985) or Billy Rowan of Hope and Glory (1987). He’s forced to take on the role of each adult he knows, one by one, as those erstwhile guardians are whittled away from him by the mounting austerity of his world. Where other child protagonists run away, lash out, or take refuge in fantasy, Aaron stubbornly stays put, takes on too much responsibility, and tries to pass off his daydreams as cover stories with the adults who might expose his tenuous situation.

There are set pieces in the book—baseball games, a mule-drawn chariot race, and a bull stampede that turns into a mass shooting—that didn’t make it into the movie, because an $8 million budget has its own austerities. But they’re also eliminated by a different constraint: they don’t serve the narrative arc of Aaron’s increasingly Dickensian difficulties.

Soderbergh and Debora Aquila, who had also worked together on sex, lies, and videotape (1989), found actors for their adult cast who would have looked right in place as woodcut profiles for a Victorian serial novel.

No doubt you spotted Spalding Gray as the doomed Mr. Mungo up there, whose role stands in for several of Aaron’s neighbors in the book. He leaves a strong impression, playing his character with charming and enigmatic skill. But I don’t think there can be any doubt that the real ringers are the younger cast.

That’s Adrien Brody five years before The Thin Red Line (1998), Amber Benson six years before she joined Buffy the Vampire Slayer, Katherine Heigl six years before Roswell, and Lauryn Hill the same year the Fugees were signed and just before Sister Act 2: Back in the Habit (1993) began shooting.

But it’s Jesse Bradford, only two years out himself from a high-profile role in perhaps the greatest motion picture of all time, who was given the task of carrying the film. Appearing in every scene, it’s his job to win sympathy without steering into twerpiness or schmaltz. Since Aaron often tries to cope with shame and fear by making up stories, Bradford has to convey that he’s thinking on his feet and preparing a lie that an adult won’t quite challenge, and he has to do it using only small gestures and facial expression. That’s due to a constraint I found very welcome: King of the Hill (1993) has no voiceover.

Hotchner’s book is written in first person with a distinct voice for its narrator, so it would have been simple to put that voice right into the script—another director might even have had Hotchner read the narration himself. But by discarding that option, Soderbergh’s film can more easily keep the audience’s attention on the work of the actors onscreen. You can see it in this deftly acted exchange between Bradford, a new school friend played by Chris Samples, and that friend’s mother, played by Peggy Friesen. If you know that Aaron’s family lives in poverty, and this family doesn’t, do you need a voiceover to detail what’s running through his mind? Or do your eyes tell you what’s happening in the scene?

If you made the opposite of every directorial choice in this movie, I think you’d get something much like its contemporary, The Sandlot (1993): a shaggy, rambling PG movie about kids and for kids, guided by a chuckling narrator who lets you know from the outset that things are going to turn out all right, where every adult’s stern facade hides an indulgent heart of gold. The two films even share a chase sequence featuring a sprinting older-brother figure and a maternal role by the great Karen Allen. This isn’t to scorn The Sandlot (1993), which I enjoyed when I last saw it. I just think it’s interesting how you can take tonally similar coming-of-age material, apply different constraints, and get very different work for different audiences. The opening paragraph from King of the Hill could have fit right into a treatment for a genial baseball movie:

Last summer really started May 9th, the day they put the lock on 326. You may think May is too early for summer, but let me tell you, not in St. Louis. In geography we studied about the equator running through Africa and all that, but believe me St. Louis is the equator of the U.S.A. The St. Louis sun passes through about three hundred magnifying glasses. You keep a candle on the bureau, and once that St. Louis sun really gets going the wick is right down tickling the bureau top. And that’s what it does to your brain. Melts it down, and if the brain had a wick, by July it’d be tickling your eyebrows. The only good thing about the St. Louis sun is when it really gets going it melts the streets and you can just dig a finger in and scoop out a hunk and chew the black tar same as Wrigley’s.

Hotchner, King of the Hill, Ch. 1

I hope you see what I mean now about the aw-shucks vernacular. This is a passage rich in peppy nostalgia. It’s also a description of a child trying to endure extreme heat by eating asphalt. Over the course of the story, Aaron resorts to eating worse than that to cope with his circumstances, as seen below.

He never experienced the kind of deprivation that Aaron endures in the clip that opens that excerpt, but in his own way, Soderbergh was young and hungry too. I wonder what he thought about, trying to sort out the paper-dinner scene on his Mac II in his Charlottesville smokehouse. I myself look at it and see an object lesson: no matter how pretty you make your picture, at the end of the day, you can’t eat art.

In retrospect, Soderbergh would attribute the movie’s failure to attract attention during its Cannes screening to the fact that, in his words, it “doesn’t have a political issue” to center on. Even the book review I linked above describes the story as “never polemic.” But Hotchner’s work, and Soderbergh’s too, is sharply critical of the world it depicts, and in 2022 that seems more evident than ever. That wasn’t missed at the time of its production, either.

King of the Hill has an obvious timeliness despite its period setting. “I loved the way it correlates to today — the parallels between 1992 and 1933,” says Lisa Eichhorn, who co-stars as Mrs. Kurlander. “I think it’s very depressing out there today, and it’s very hard on families.”

“When Hollywood Met St. Louis… A Look Back at the 1992 Shoot of King of the Hill” in Cinema St. Louis, December 2020

The existential menace of the story is housing insecurity: Aaron’s family is long behind on their rent for the single hotel room they share, and the bellboy-enforcer’s padlocks are the tools of seizure, descending one by one on his neighbors when they make the mistake of stepping outside their doors. The hotel can’t legally confine anyone against their will, so keeping someone in the room at all times is the only way to stave off eviction and the loss of all their belongings. When his mother has to seek care in a sanatorium and his father abandons him for a watch-sales route, Aaron becomes a solitary and starving prisoner, choosing to endure life-endangering torture rather than abandon his post.

Earlier in the book, Aaron observes a Hooverville camp en route to a one-time gig selling stockings to a group of kind sex workers, knowing the shantytown will be the only place left to go if the hotel room is lost. In the movie, Soderbergh places the camp directly across the street from the hotel, and shows the police sweeping it to further displace its residents, a practice that hasn’t changed in 90 years. One of Aaron’s two most direct antagonists, in fact, is the local police officer, whose side hustle includes harassing Aaron in exchange for bribes from the men trying to repossess his father’s car. I mentioned earlier that the book includes a sequence with escaped bulls leading to a mass shooting—that’s the same Patrolman Burns at work, firing indiscriminately into the crowd leaving a synagogue10Jewish people are more than victims in the story. I found it affecting that several of Aaron’s positive experiences in the book are specifically with Jewish characters—his friend and role model Lester Silverstone not only goes to great lengths to help him, but invites him along to a bris for a rare full meal, while another friend invites him to join a youth group at Temple Israel, and his father’s supervisor Sidney Gutman is a benevolent figure in his brief appearance. It’s a notable choice for a memoir set in the 1930s. on the chance that he might hit some of the animals.

Burns is rewarded with a medal for his actions. Some other things haven’t changed in 90 years, either. (Did you know that the number of US children living in poverty increased by 3.7 million between December of 2021 and January of 2022, thanks to austerity measures by the federal government?) This is far from an apolitical story. Other readers have compared the book to Tobias Wolff and Betty Smith; I found myself thinking of Ursula Le Guin.

In the video embedded above,11You only get to see it for a second, but at 0:45 when Burns is shown holding Aaron’s ear, there’s a little background Easter egg: the movie playing on the marquee is Laughter in Hell, a controversial 1933 pre-Code drama about prison abuse. As of 1993, the film was presumed lost, but in 2012, a preserved copy was rediscovered and screened. Soderbergh describes Hotchner’s story as having “a nice landing—this kid gets sort of caught up in a tree, and people throw rocks at him for three acts, and then you get him down at the end.” Part of making a Hollywood movie is adjusting things for a Hollywood ending: Burns gets some comeuppance for his harassment instead of a medal, one of the Hoovertown residents gets his means of living back, and the cruel bellboy gets his padlocks taken away. Maybe that same bias toward softness informed the wistful plucked-strings score, by returning composer Cliff Martinez, whose work is put to more liberal use than when he scored sex, lies, and videotape (1989).

That embrace of the “nice landing” may not seem at first like a constraint, but of course it is, and it’s one piled atop the dictates of creative process, medium, budget, audience, casting, narrative options, visual palette, aesthetic standards, oversight avoidance, and authorial allegiance we’ve already outlined. All of these were choices, not impositions, and all of them were as constructive as they were limiting. But sometimes, after finishing a piece of work, one can look back and decide the job needed different tools.

There’s one more constraint I haven’t mentioned yet: the film’s length. The first cut of the movie was over two hours, and Soderbergh went back in to the editing suite after a preview screening and carved out half an hour of the narrative. But then, in the final week before sending the reels to print, he went in again.

“At the time, for some reason, I was very obsessed with this idea of 100 minutes. Like, the first four movies are almost all exactly 100 minutes long. I don’t know where this came from. But I ended up making a lot of cuts, late in the process of King of The Hill, to get the movie down around 100 minutes. I wouldn’t be surprised if it’s something as lame as my understanding that if you make a movie that’s 100 minutes long, you can screen in a theater every two hours. Certainly I’ve always been someone who’s tried to lean more toward shorter than longer, but I remember that after the movie came out and didn’t succeed commercially, I thought, why did I do that? Why did I go in in the last week before we really had to lock it and cut, I don’t know, six or eight minutes out of it, thinking that that was going to make any difference? I should have just left it the way it was and let it play.”

Soderbergh, Criterion featurette

There’s no way to know whether keeping those six minutes, or scuffing up the look of the film, or marketing it as a politically relevant story would have made a difference in the critical or commercial fortunes of King of the Hill (1993). There’s no way to know what Redford’s continued involvement with the project could have meant for the direction of Soderbergh’s career, either. The film is nearly now thirty years old, adapted from a book twenty years its senior, chronicling events that took place forty years before that. Every depiction of history becomes history itself.

Soderbergh with Lisa Eichhorn, in what must be a cut scene—I don’t think she ever drives a car in the film.

Back when The AV Club was a pretty good website, I came across a random comment12“You know someone named Arsenio Billingham?” on the excellent Tasha Robinson’s A-minus review of The Informant! (2009) that I find myself thinking about more often than its nature perhaps warrants.

Serious question! So, I keep hearing about the brilliance of Soderbergh, but every time I read a review for one of his movies, it’s for a film that’s either pretty good [or a] significant misfire. Are there any stone-cold classics in his canon, and if someone’s never seen his movies, where would one begin?

Arsenio BillinghaM

For one thing, “pretty good or a significant misfire” could be both a critical summary of King of the Hill (1993) and an intriguing Tinder bio. There are some candidates for classics suggested in the replies to that comment, and I wonder whether the writer decided to try any of them. But for another thing, even if one takes the question in good faith, it presupposes a certain fixed mindset when it comes to enjoying creative work. Why conflate “where to begin” with “stone-cold classics?” Nighthawks is the way many people first experience Edward Hopper, but it’s not the entrance exam, and you don’t have to read The Left Hand of Darkness before you’re allowed to show an interest in Ursula Le Guin. No amount of homework can optimize your experience of art before you try it. But on top of that, I’ve already quoted Soderbergh on his view of the matter:

Some people don’t believe (or understand) that for me the process of making a film is the reward.

I think the popularity of livestreaming in 2022 demonstrates that just watching someone else do skilled work can be rewarding in its own right, regardless of the outcome. The sustained critical curiosity about Soderbergh shows another reason to place that priority on process: a misfire isn’t the same thing as letting your audience down, and as long as they’re not let down, they’ll keep paying attention. I certainly appreciate your attention to my process of working through these movies, which sometimes take me longer to write than their director needs to make them. Maybe for the next post, I’ll try to see if things move faster when I’m tackling one I don’t actually like.

  • 1
    In the latter half, from 2007 onward, Soderbergh’s interest in book adaptation seems to have run its course—only The Informant! (2009), Behind the Candelabra (2013) and The Laundromat (2019) would qualify. He didn’t write any of them, and indeed ceased writing screenplays entirely after 2006.
  • 2
    “When all the Moneyball stuff happened, people said, ‘Wow, you must be really pissed off.’ I said no, not really; it means I’m still capable of scaring people. That’s a good thing. That means I’m still enough of a crazy person to make somebody pull the plug.” —Soderbergh to Mark Gallagher, Another Steven Soderbergh Experience, 2013
  • 3
    Soderbergh did script The Underneath (1995) and Solaris (2002), but both have that intermediary-movie asterisk.
  • 4
    One of the events in that dissolution was that Soderbergh had the script for Quiz Show (1994) offered to him, accepted it—and then saw the offer rescinded in favor of Redford, about which he learned only secondhand.
  • 5
    His attempt, one might say, to make the world work the way he wanted it to work through sheer force of will.
  • 6
    Five years later, he did in fact make a $48 million film with stars in it—George Clooney and Jennifer Lopez, no less—that recouped its budget but lost money against its marketing costs. But by then, on the verge of the dual-Oscar juggernaut of Erin Brockovich (2000) and Traffic (2000), cult failure was not an option.
  • 7
    Shout out to St. Louis, one of the greats, home to some wonderful people and among my favorite places to visit. Soderbergh on St. Louis: “I never saw so much brick in my life!”
  • 8
    Davis and Soderbergh continued working together on the features Soderbergh made for the remainder of the 1990s; from 2000 onward, Soderbergh has almost always worked as his own DP.
  • 9
    The faint golden haze that overlays much of the film was Soderbergh’s first experiment with suggesting emotional atmosphere by way of color timing, a technique he’d use often in the decade to come.
  • 10
    Jewish people are more than victims in the story. I found it affecting that several of Aaron’s positive experiences in the book are specifically with Jewish characters—his friend and role model Lester Silverstone not only goes to great lengths to help him, but invites him along to a bris for a rare full meal, while another friend invites him to join a youth group at Temple Israel, and his father’s supervisor Sidney Gutman is a benevolent figure in his brief appearance. It’s a notable choice for a memoir set in the 1930s.
  • 11
    You only get to see it for a second, but at 0:45 when Burns is shown holding Aaron’s ear, there’s a little background Easter egg: the movie playing on the marquee is Laughter in Hell, a controversial 1933 pre-Code drama about prison abuse. As of 1993, the film was presumed lost, but in 2012, a preserved copy was rediscovered and screened.
  • 12
    “You know someone named Arsenio Billingham?”

8. Gray’s Anatomy (1996) / 25. And Everything Is Going Fine (2010)

Before we begin, I’d like you to know that this entry touches on the subjects of suicide; eye injuries; and, in a secondhand way, the Cambodian genocide of the 1970s. In addition, I’m no expert on this, but I perceive some of Gray’s material as stereotyping and othering people when discussing his travel in Southeast Asia.

Steven Soderbergh made two movies about the late actor and monologuist Spalding Gray. He and Gray made the first in active collaboration, during Gray’s prime, called Gray’s Anatomy (1966); they made the second, And Everything Is Going Fine (2010), in retroactive collaboration, as Soderbergh and editor Susan Littenberg assembled it from Gray’s archives in the years after his death. In his career, Gray developed a novel method of work, combining memory, extemporaneous speaking, improvisation, and what he called “poetic journalism”—as in, both reporting experiences and working from his actual journal—to create a storytelling style that made many people feel that his personal narratives were universal, or at least highly relatable.

Gray inspired many descendants to follow his technique and adopt his tone. When I sat down to watch the first of these movies, his name was vaguely familiar to me, but I knew almost nothing else about him. Maybe you’re a connoisseur of Gray’s work, or maybe you’re in my situation. Even in the latter case, though, if you’re the kind of person who reads blogs, I bet you’re familiar with the work of one of his most famous artistic heirs.1You may wish to know, before viewing the following, that both men were fond of invoking stereotypes about Jewish women when discussing the wives they would later divorce.

I don’t want to go too far afield here, but Mulaney2Who, by funny coincidence, shares the pronunciation if not the spelling of his name with John Mullany, the villain of sex, lies, and videotape (1989). has acknowledged this lineage himself, and even wrote the episode of Documentary Now! parodying Gray—though the person who made the connection for me was Soderbergh expert and prolific, thoughtful film reviewer The Narrator Returns. I think the clarity of that heritage alone demonstrates a contrast between Gray and Soderbergh, who became good friends. Gray’s voice was so unique and consistent that he can be recalled just by following his timbre and cadence; Soderbergh, famously, has evaded identification with any single voice. Even these two films, which consist mostly of the same man talking to the camera, are the products of distinct visual stylists.

Try googling Spalding Gray + painting. Go on, I dare you.

But at the risk of yet further scope creep, I should disclose that this essay is about three movies, not two. Soderbergh’s Gray films, and indeed the latter half of Gray’s career, all exist in the shadow of Swimming to Cambodia (1987). Directed by Jonathan Demme, it was Gray’s mainstream breakout and his first feature-film monologue.

When I saw Swimming, I had the sensation that I assume a lot of people did: that my mind works like that too. The constant spinning and digressing and organizing seemed so genuine. I identified with the struggle to filter experience in such a way that it at least seems to make sense, which is an ongoing, sometimes futile process.

Soderbergh, to the New York Times, 2010

Steven Soderbergh was a big Demme fan before he himself ever became a known director. According to the production diary for sex, lies, and videotape (1989), he watched Demme’s Married to the Mob (1988)3I’m sorry, this compulsive-parentheses tic is just one of those eternal in-jokes I share with myself, and it is now the official house style of Soderblog Dot Blog. My hands are tied. twice while shooting principal photography, and after they wrapped, he “borrowed David Foil’s copy of Swimming to Cambodia to watch in the editing room” for “inspiration or just a plain old break.”4The Demme entries are August 21 and September 4, 1988, respectively.

Soderbergh was interested in other people who surrounded Gray, too: he cast Ron Vawter in the role of Ann’s therapist in sex, lies, and videotape (1989), and both Vawter and Gray were founding members of the Wooster Group, a renowned experimental theater company and the incubator for Gray’s first monologues.5The world of avant-garde performance in Manhattan in the 70s and 80s was one of those miniature hotbeds in art history. Actor Willem Dafoe was another founding member of the Wooster Group, for instance, and David Byrne (of the Talking Heads) and artist Laurie Anderson were part of the same scene, leading to Demme shooting Stop Making Sense (1984) and to Anderson scoring both Swimming to Cambodia (1987) and Monster in a Box (1992). Anderson would go on to marry Lou Reed, whose bandmate John Cale had scored three of Demme’s films, including his first feature, Caged Heat (1974). And in Sex and Death to the Age 14, Gray’s first monologue, he recounts going on a “date” with playwright and director Sam Shepard—to play pool with Lou Reed. And as should be clear by now, he was a fan of Gray’s in his own right before the two ever met. It was after reading Gray’s novel,6The writing of which was the subject of Gray’s second filmed monologue, the aforementioned Monster in a Box (1992), directed by Nick Broomfield. Impossible Vacation—which was drawn from the author’s own reaction to the suicide of his mother—that Soderbergh offered Gray the part of Mr. Mungo, who dies by his own hand, in his fourth feature, King of the Hill (1993). Gray, who had dealt with suicidal ideation for years, was intrigued by the idea.

Here was a chance, I thought, to work out this fantasy in a creative way with a good director.

Spalding Gray, And Everything Is Going Fine (2010), 50:24

The sad fact is that Gray would eventually take his own life in 2004, at the age of 63. He had been suffering from the effects of a fractured skull inflicted in a car collision in Ireland in 2001, which also broke his hip, leaving him on crutches even after a long and difficult recovery. These injuries only compounded with the eye condition that inspired Gray’s Anatomy (1996). All of the above make this clip from Swimming to Cambodia (1987) seem, to me, pretty eerie.

I said earlier that the most public parts of Gray’s career exist in the shadow of this film,7Swimming to Cambodia (1987) is unfortunately quite hard to find these days—it’s not available for streaming or digital rental anywhere, at least for residents of the US, I think because it uses clips from The Killing Fields (1984) and the rights issues must be a headache. If you are not blessed enough to live within range of my beloved Movie Madness in Portland, you may have to do as I did, and get it from Netflix’s DVDs-by-mail service. (Yes, they still do those, with a superior and much more extensive inventory than their streaming catalog.) and I hope it’s clear from this clip that I meant it. Indeed, the first creative choice Soderbergh had to make after committing to shoot Gray’s Anatomy (1996) was about how he could formally distinguish a third movie about the same man sitting at a table from its predecessors.8Here’s a contemporaneous positive review of that movie, with a quick summary, from Variety; there’s also a less favorable review from what was once the San Francisco Chronicle. As of this writing, one can watch it with a subscription to the Criterion Channel, and the same goes for the interview video that yields the following quote.

There had been two other films made from his monologues, and I was trying to figure out how ours would be different. And what I decided was that we wouldn’t have an audience, and we would free ourselves up to do something that was a little more elaborate, visually.

“Steven Soderbergh on GRAY’S ANATOMY,” 2012

I’ve just dumped a lot of background on you, but the point of this blog (I remind myself) is to sift through these movies and sort out their creative constraints. Removing the audience was a significant constraint; it was also explicitly reactive. I think many of the other constraints at work were reactive ones as well.

The primary story in the monologue covers Gray developing an eye condition called a macular pucker, and his subsequent approach to alternative medicine and corrective surgery. I found the subject discomfiting. Soderbergh happily provokes that further by opening the film with a series of stories from people on the street, recounting the eye injuries they suffered,9In a startling coincidence, one of these people recounts mistaking a bottle of superglue for a bottle of eyedrops—and the exact same thing happened to a webcomic artist I follow just last year. shot on infrared black-and-white film because Soderbergh claims he saw someone else try that and thought it was cool.10Per the interview quoted above—sorry all these Criterion things are paywalled—it was still film, available on hundred-foot spools that could be loaded into their movie camera only for short takes. The unexpected shifts in luminance provided by that medium dovetail with the theme of visual distortion through one’s own eyes, and make for striking images like this moment with Alvin Henry, who recounts dealing with an aneurysm in his ophthalmic artery.

The eight people who tell these stories return a few times as the movie progresses, offering their opinions on some of the alternative treatments Gray explores; they’re joined at the end by a pair of doctors who have just watched the show. The storytellers’ recurrence is doubly reactive: in Swimming to Cambodia (1987), Demme intercuts footage from Gray’s part in The Killing Fields (1984) to break up the monologue, whereas Soderbergh’s approach is to look away from Gray for a moment instead of splicing in his past self. But I discovered after watching the movie twice that the cutaways weren’t even planned for Soderbergh’s original shoot! It was only after editor Susan Littenberg completed a rough cut that it became clear that the film was well under feature length, so they went out and found new voices to expand the running time.11I haven’t been able to dig up an account of how they found these people, but I’d like to know; Gray had a practice of interviewing audience members without an agenda at some of his shows, so perhaps he was the source for them.

There is a tension between the devices of theater and those of film in Gray’s Anatomy (1996), and I think these interlocutors highlight it. While Gray’s particular method of monologue is very much an innovation of the twentieth century, the monologue is also the first form of drama we have in Western history: ancient Greek plays developed from a single actor addressing the audience, having broken away from a chorus who came to act as a foil or as interpreters. The infrared segments here stand in for that chorus, especially given the deliberate absence of a theatrical audience.

But a different kind of tension arises from that absence. Without an audience present in the recording, someone viewing the film now doesn’t get the benefit of spontaneous crowd reactions, like the laughter or gasps that must have arisen when Gray performed live. But Soderbergh wanted Gray to maintain the posture and methods of his live performance. He kept Gray seated, mostly with his customary microphone and water glass, even as each scene was shot against production design by Adele Plauché, which incorporated practical backdrop and set activity that was never part of his live staging.

This takes about two minutes in the film; I’ve compressed it here to highlight the transitions I’m talking about.

When I was in college, I studied under Dr. Patrick Kagan-Moore, an extraordinary theater director, performer, and professor.12On a gamble, I emailed Patrick about Spalding Gray while working on this entry, not knowing if he had any experience with Gray; luckily for me, he did, and very kindly wrote back to provide a wealth of helpful history and context. During dress rehearsal for our production of Martin McDonagh’s The Beauty Queen of Leenane, he told the cast something I’ve never forgotten: that the product of our months of rehearsal, in which we worked out timing and inflection and intention and motivation, remained malleable, subject to change by a single live performance. “When they laugh at a line for the first time, they will train you,” he said, snapping his fingers, “like that.” It’s true! When an actor gets positive feedback from an audience, that actor will repeat it exactly the same way next time, subconsciously chasing that high.

Spalding Gray knew how to act for a camera, and he knew very well how to work with a live audience, but they are different skills and different approaches. By asking for a performance on camera that looked like the one developed in a theater, Soderbergh placed training and tools Gray developed for one medium against the surface of another. So if critical reviews like the one from the San Francisco Chronicle found Gray’s Anatomy (1996) to be self-absorbed, my hypothesis is that the missing audience provides a clue as to why.13Gray’s ex-wife and director Renee Schafransky offers another clue, which is the straightforward constraint of needing to continue working at a pace that could provide steady income. As she says in her own Criterion video about Gray, “Going to the nutritional eye doctor, going to the regular eye surgeon, going to the Philippines… all of those things—forgive me, but became more and more calculated to feed into the monologue.”

This is an excerpt from And Everything Is Going Fine (2010), but it was originally a recording of Gray’s monologue A Personal History of the American Theater in 1982.

The selection of orthogonal constraints is a productive trend to follow in Soderbergh’s body of work, though, and I think it’s even more apparent in the next piece I want to discuss.


Soderbergh and producer Kathie Russo, who is also Spalding Gray’s widow, at the MOMA premiere of And Everything Is Going Fine (2010).

Soderbergh’s first film about Gray was a lark—a low-budget movie filmed during an eight-day break from shooting another low-budget movie,14Schizopolis (1996), which I suspect I will need a long run-up to tackle. with several cast members from the latter serving as crew on the former. His second film about Gray was a much more serious and intense project, though its crew was even smaller. It took five years to complete.

Despite the differences in scale, I’m writing about them both together here because they share more than just their central figure. In Gray’s Anatomy (1996), Gray and Soderbergh were trying to find something new at the intersection of constraints between a microbudget indie movie and a black-box one-man show. Both of those genres offer freedom from creative imposition in exchange for uncertainty about financial investment and viability, and tend to involve a long developmental period that doesn’t show up on the balance sheet. To make And Everything Is Going Fine (2010),15Here’s a contemporaneous review from NPR; the movie itself is also currently streaming on Criterion. Soderbergh and Susan Littenberg needed a very long developmental period indeed. They were even able to extend it backwards through time, in a way, by the grace of Gray’s family.

The numbers seem to vary, but a year after Gray’s death, Kathie Russo handed over either 90 or 120 hours of video—monologues, interviews, news segments, and home movies—to Soderbergh, who made a plan to develop a documentary about Gray’s life. He seems to have felt a deep sorrow and obligation toward that work.

When Kathie approached me about the documentary… I felt that there was some penance involved, because I had kind of disappeared after he was in the car accident. And it was not really rational. I had a bad feeling about it, when I heard what kind of injury it was, and I heard what was happening with him. I didn’t want to be around it. And there’s no real defense for being that bad a friend.

Soderbergh, “Making of And Everything Is Going Fine, 2012

I know I told you I wasn’t here to write about my personal reactions, but this one moved me. I have avoided people in my life out of my own fear, after I learned that they were struggling, and then lost them. Hesitation and reluctance have their costs.

Soderbergh’s first decision with the video archive was to hand it over to Littenberg, and to be clear, I don’t think there is any measure by which the movie is not at least much hers as his. Over a long period of work, she got it down to 15 hours of discrete story segments; from those, she and Soderbergh set a tone by selecting for the segments that made them laugh, which cut it down to six hours. Only then did the two start to try putting a shape to the film. Littenberg describes her working process as focusing on points of transition, looking for the best places to get in or out of a given piece.

Spalding was very stream-of-consciousness; he would change subjects in the middle of talking about one thing and start talking about another, so it was a real challenge.

Littenberg, “Making of AND EVERYTHING IS GOING FINE,” 2012

And if you’ll pardon my own digression, I want to talk for a moment about video games.


world 1.1

Patrick Holleman is a game historian, analyst, and designer, and the creator of The Game Design Forum, where he first published what would become his Reverse Design series of books dissecting titles like Chrono Trigger (1995) and Diablo II (2000). His writing is detailed, methodical, and perceptive, and the concept of working out creative constraints in retrospect is one I stole from him with relish.

Another thing I’ve taken from Holleman’s work, and which I expect to bring up many times, is his simple definition of a composite game: a work occupying two or more genres, in which the tools of one can be used to solve the problems of another.

Holleman discusses that idea with more context in his video essay about game design history and evolution.16Which also helped me understand why I am unlikely to feel again about video games the way I did in the 1990s. But that one concept alone unlocked a new perspective on genre itself for me. I find it useful now to consider it as a term meaning “a bounded creative space comprising works with significant overlap in their problems and their problem-solving tools.” I think the approach of looking for the points of intersection in a composite is valuable far outside the sphere of video games, and indeed outside interactive media.

When setting out to make And Everything Is Going Fine (2010), Soderbergh paid for the transcription of 25 years of Gray’s handwritten diaries, with the idea of using their text to fill in the narrative. Many documentaries use that kind of narrated excerpt, especially biographical documentaries, often mixed in with post-hoc interviews. But in the end, none of that text made it into the movie: if there was one thing that the filmmakers already had in ready supply, it was an expert voice narrating Spalding Gray’s life.

“I was doing a workshop with the Open Theater, which was an experimental group run by Joe Chaikin, and Joyce Aaron was running the workshop… and we were asked—and this was in 1969, in New York City—to come in and just bring in a story and jam on it, in a kind of way that if you didn’t remember the whole story, you could repeat a word. And I didn’t repeat anything once. I just did a story of my day as fast as I could speak it. And at the end of the workshop, Joyce, who was running it, asked me who wrote it. She thought it had been prewritten and memorized. And in 1969, I had a little hint that I had some sort of talent for storytelling… but there was no place for it then. And it didn’t come out until ten years later.

Spalding Gray, And Everything Is Going Fine (2010), 31:30

In developing the form he would practice for the latter half of his life, Gray and his longtime partner and collaborator Renee Schafransky addressed his dissatisfaction with the demands of writing—solitude, sustained focus on text, and silence in place of feedback—by making use of the demands—improvisation, rehearsal, and live feedback—of theater. At the same time, he was addressing his frustration with the “big machine” of the acting industry by making use of the writer-director’s power to simply cast himself as himself.17As Dr. Kagan-Moore thoughtfully pointed out to me, the last two decades have seen a number of other people—mostly men—sit down at a table with a microphone, stare into a camera, and perform a kind of “journalism” that can only be framed in quotation marks. I detest those men and their corrosive intent and effect, but if nothing else, I acknowledge that they have learned how to make their personal insecurities feel universal to their audience, in a far less honest way. I doubt they would ever credit Gray for pioneering their form; I think the lineage is still present. Very few people get to choose how the tools they develop are put to use. The tools of one became solutions to the problems of the other.

Soderbergh and Littenberg had problems to solve too. How do you make a biopic about your late friend without verging on hagiography? They way they found was to use the tools of monologue, and let him tell the story himself. How do you construct a new monologue without using your own voice? You can use the tools of montage to build meaning by way of juxtaposition. And how do you know which pieces to cut together? You sift out your subject’s sense of humor from decades of work, and then use his jokes to punctuate the arc of a biopic.

I made a chronology of his life because I really wanted to know it in my head, and then I put the monologues that he had created that pertained to each part of his life in that timeline.

Littenberg, “Making of AND EVERYTHING IS GOING FINE,” 2012

And Everything Is Going Fine (2010) runs ninety minutes, the length of most of Gray’s staged monologues, with Gray posthumously telling the story of his own life and art. Instead of using an ersatz chorus, the filmmakers bring together many different audiences from across decades, and make space and time for their reactions, placing themselves squarely in the crowd next to the viewer. There is no voiceover or new footage, but there is a full new narrative composited from pieces of the old.

Put together, those constraints on the work are quite strong, and the duration of the project reflects their challenge. But the strong constraints produced–at least by the consensus of critics and Gray’s family—strong work.

Spalding Gray on a bed with his sons Theo and Forrest, reclining on a bed, as he holds onto an assistive handle above it.
Spalding Gray with his sons Theo and Forrest; Forrest composed the music that concludes And Everything Is Going Fine (2010).

It’s interesting that at a time when we are used to being inundated with… provocative or shocking imagery, whether it’s violent or sexual, that somebody can put a string of words together that will make your knees buckle.

“Steven Soderbergh on GRAY’S ANATOMY,” 2012

A month ago I’d never seen a Spalding Gray monologue, and I certainly haven’t become an expert in the intervening time. But I think I might be at least a minor fan now, and I’d like to continue following the thread of his work with Soderbergh a little further. I’m also curious to see how Soderbergh, in the time he spent working as his own screenwriter, dealt with the constraints of adapting a novel. See you next time for King of the Hill (1993).


  • 1
    You may wish to know, before viewing the following, that both men were fond of invoking stereotypes about Jewish women when discussing the wives they would later divorce.
  • 2
    Who, by funny coincidence, shares the pronunciation if not the spelling of his name with John Mullany, the villain of sex, lies, and videotape (1989).
  • 3
    I’m sorry, this compulsive-parentheses tic is just one of those eternal in-jokes I share with myself, and it is now the official house style of Soderblog Dot Blog. My hands are tied.
  • 4
    The Demme entries are August 21 and September 4, 1988, respectively.
  • 5
    The world of avant-garde performance in Manhattan in the 70s and 80s was one of those miniature hotbeds in art history. Actor Willem Dafoe was another founding member of the Wooster Group, for instance, and David Byrne (of the Talking Heads) and artist Laurie Anderson were part of the same scene, leading to Demme shooting Stop Making Sense (1984) and to Anderson scoring both Swimming to Cambodia (1987) and Monster in a Box (1992). Anderson would go on to marry Lou Reed, whose bandmate John Cale had scored three of Demme’s films, including his first feature, Caged Heat (1974). And in Sex and Death to the Age 14, Gray’s first monologue, he recounts going on a “date” with playwright and director Sam Shepard—to play pool with Lou Reed.
  • 6
    The writing of which was the subject of Gray’s second filmed monologue, the aforementioned Monster in a Box (1992), directed by Nick Broomfield.
  • 7
    Swimming to Cambodia (1987) is unfortunately quite hard to find these days—it’s not available for streaming or digital rental anywhere, at least for residents of the US, I think because it uses clips from The Killing Fields (1984) and the rights issues must be a headache. If you are not blessed enough to live within range of my beloved Movie Madness in Portland, you may have to do as I did, and get it from Netflix’s DVDs-by-mail service. (Yes, they still do those, with a superior and much more extensive inventory than their streaming catalog.)
  • 8
    Here’s a contemporaneous positive review of that movie, with a quick summary, from Variety; there’s also a less favorable review from what was once the San Francisco Chronicle.
  • 9
    In a startling coincidence, one of these people recounts mistaking a bottle of superglue for a bottle of eyedrops—and the exact same thing happened to a webcomic artist I follow just last year.
  • 10
    Per the interview quoted above—sorry all these Criterion things are paywalled—it was still film, available on hundred-foot spools that could be loaded into their movie camera only for short takes.
  • 11
    I haven’t been able to dig up an account of how they found these people, but I’d like to know; Gray had a practice of interviewing audience members without an agenda at some of his shows, so perhaps he was the source for them.
  • 12
    On a gamble, I emailed Patrick about Spalding Gray while working on this entry, not knowing if he had any experience with Gray; luckily for me, he did, and very kindly wrote back to provide a wealth of helpful history and context.
  • 13
    Gray’s ex-wife and director Renee Schafransky offers another clue, which is the straightforward constraint of needing to continue working at a pace that could provide steady income. As she says in her own Criterion video about Gray, “Going to the nutritional eye doctor, going to the regular eye surgeon, going to the Philippines… all of those things—forgive me, but became more and more calculated to feed into the monologue.”
  • 14
    Schizopolis (1996), which I suspect I will need a long run-up to tackle.
  • 15
    Here’s a contemporaneous review from NPR; the movie itself is also currently streaming on Criterion.
  • 16
    Which also helped me understand why I am unlikely to feel again about video games the way I did in the 1990s.
  • 17
    As Dr. Kagan-Moore thoughtfully pointed out to me, the last two decades have seen a number of other people—mostly men—sit down at a table with a microphone, stare into a camera, and perform a kind of “journalism” that can only be framed in quotation marks. I detest those men and their corrosive intent and effect, but if nothing else, I acknowledge that they have learned how to make their personal insecurities feel universal to their audience, in a far less honest way. I doubt they would ever credit Gray for pioneering their form; I think the lineage is still present. Very few people get to choose how the tools they develop are put to use.

2. sex, lies, and videotape (1989)

I don’t think I would say Steven Soderbergh is my favorite all-time director,1Rian Johnson. Sorry. nor is he the director of my favorite movie.2Hackers (1995). He’s not even the director of my favorite Magic Mike movie.3As if there’s any doubt. But there’s something about his work that has compelled me for a long time, ever since I wandered into Out of Sight (1998) at the Cinemark Movies 8 in Richmond, Kentucky.

Despite his intermittent claims to retire, Soderbergh has produced a lot over his career, and as of this writing I’ve watched less than a third of his feature films—to say nothing of his concert film, television series, interactive media, scripts he wrote for other people, and books. My goal for this blog is to get through as much of that material as I can, and write about it. So if he’s not my favorite, then why?

Right now, I can identify are three things that draw me to Soderbergh’s body of work. The first is personal, and subjective: I identify with the professional restlessness that seems evident in his career, and his interest in practicing technique at every point of the production process. He’s famously worked as a screenwriter, producer, director, camera operator, cinematographer, editor, and even financier and distributor, often several at the same time. Ecumenical curiosity and an interdisciplinary approach appeal to me. The reason I started building my own websites—either last millennium or a millennium ago—was because I wanted an avenue to write, pencil, ink, collect, index, publish, and market my own stories.

The second draw is Soderbergh’s adoption of explicit creative constraint. I think there must be multiple reasons for that adoption, one of which is the desire to distinguish the pieces of work in a prolific career from each other.4I’m also a Mountain Goats fan, but that’s an essay for another time. The Ocean’s movies (2001-2007) look and feel different from Logan Lucky (2017) because even though they’re all ensemble heist-comedies, the former series uses handheld shots and zoom lenses in artificial light on saturated film, while the latter sticks to tripods, prime lenses, and natural light on digital cameras. I’ve been fascinated with constrained work for a long time.5Most often in terms of brevity: I’ve spent a lot of time writing microfiction, and twitter and vine once consumed a plurality of my attention. Soderbergh tends to talk openly about at least some of the formal decisions he brings to each piece of work, and I want to take the opportunity to trace those choices from outset to outcome.

The third has to do with trust. Even though I’ve only seen a minority of Soderbergh’s work at this writing, that’s still quite a few movies, and I’m always up for another one because in all that time he’s never let me down as a viewer. I can’t say that about all my favorite artists! But while, for instance, I didn’t enjoy Side Effects (2013), it wasn’t because I thought the film didn’t respect my time or my attention, or because Soderbergh didn’t seem committed to what he and his crew were making. If we set aside outright bigotry, then condescension and lack of commitment are the artistic failures I find most common, and most repellent.

What I do get from Soderbergh’s work is a certain expectation of respect, going both ways: he asks for the viewer’s trust that he’s got an interesting plan for what’s coming, and in return he offers trust that said viewer can follow the plan without being hit over the head. I think someone like David Lynch takes this a lot further,6I will say, though, that reading this interview excerpt changed my approach to abstract visual art forever. Sorry I can’t do any better than a Google Books link. to a point where I have little faith in my own ability to parse what he and his ensemble are doing. But Soderbergh’s offer is one I never hesitate to accept.

I’ve been trying to distill those three ideas for a few weeks now, so it’s convenient that I just watched a particular movie about trust, restlessness, and self-restraint.


I have tried not to analyze why this film was successful, for fear of trying to duplicate that success in a calculated fashion in the future. I followed my instincts, and so far they have served me well. Some people don’t believe (or understand) that for me the process of making a film is the reward.

from The introduction to the published script, p. 6, 1990

I don’t plan on summarizing plots on this blog, though I don’t plan on trying to dance around late-breaking story details either. If you want to keep reading and haven’t seen sex, lies, and videotape (1989), I can recommend Roger Ebert’s contemporaneous review, which stands up well aside from some inaccurate numbers in the concluding paragraph. Go refresh your memory about it, seriously, this blog will still be here when you close that tab.

When it comes to reviewing movies, I’m no Roger Ebert, even without deadlines and with decades of hindsight. So I don’t plan to focus on reviews here either, or on ranking favorites, not really. What I want to do is perceive and articulate each work’s individual framework of constraint, and how that framework functions. In addition to just highlighting the constraints Soderbergh has spoken openly about, I think there’s value in trying to figure out what rules are only evident from outside, and after the fact. A constraint that was intuitive and implicit in the moment is still an emergent property that changes the nature of the finished work, often in unexpected ways.

It’s pretty well accepted that the two fundamental boundaries on any large project, from the point of view of its creators, are its budgets of money and time. I’d add that a third one is the limits of your available technology. To make up for shortage of any of those three, you can lean on the others, up to a point and with diminishing returns. I don’t make movies, but I’ve spent my professional life assembling projects for one client or another at an hourly rate, trying to come in on deadline and under bid, and leaning on someone else’s machinery whenever I can to do so. So I know what an unusual challenge sex, lies, and videotape (1989) faced: after pitching his first feature script at a $60,000 budget, Soderbergh eventually had to accept a $1.2 million budget instead.

In his original plan, Soderbergh was going to shoot on black-and-white film, and indeed placed an order for 100,000 feet of 16mm negative before being persuaded that audiences would be distanced from the actors’ performances by the foregrounding of an unusual stylistic choice. That’s not a thing you have to care about when you’re making a personal project, but it is when RCA/Columbia is funding you. Beyond changing the immediate nature of the film itself, if the budget had remained in the five-figure range, then many fewer people would have seen the result. Maybe Soderbergh would be teaching screenwriting classes at LSU today, and I wouldn’t be writing this blog.

You can read some of Soderbergh’s thoughts on getting nudged into RCA/Columbia’s plan in his production journal, which is bundled with the movie’s script, long out of print but blessedly available to borrow through the Internet Archive’s digitization project. Miranda July, who credits the book as an inspiration, slyly asserts that one should consider its writer’s editing background when gauging whether all of those entries were written as they’re dated. I found it valuable nonetheless. It seems clear that expanding the budget by orders of magnitude didn’t make shooting sex, lies and videotape (1989) simpler, but it changed the nature of the problems to be solved.

For one thing, it seems that the financial backers were pretty surprised to see the first workprint and discover that the movie with “sex” in the title and an R-rated script contained no explicit nudity. Soderbergh suggests that part of their rationale for an expanded budget was that they figured, hey, if it sucks, we can recoup some of the cost by selling the late-night cable TV rights. Instead, Soderbergh had quietly conceded to Laura San Giacomo’s balky agent in adding a no-nudity clause to her contract, and then found on set that he felt uncomfortable directing even clothed sex scenes after bonding with his cast.7Perhaps I’m giving him too much credit, but it seems like he was anticipating the need for intimacy coordinators, a role which would not be standardized on film sets for another twenty-seven years.

For another example of the way the problems were transformed, we can look at the casting process. A microbudget movie is going to get cast with local talent, probably either your friends or their friends. I went to school for theater, and I know firsthand that unknown actors can be extraordinary. When you have a professional running your casting, though, and your budget compels you to pick leads with at least a hint of name recognition, you run the risk of balky agents, or of egos in conflict who can’t easily be replaced. But if you navigate those risks, you can get actors who have developed performing talent into the specific skill of collaborating with a camera.

I learned from the set journal that a number of my favorite lines were improvised by the actors, even though the film wasn’t conceived as an improvisational piece. Directors change screenplays on the fly all the time, of course, but following an actor’s instinct to make that change is a specific choice, and it takes commitment. One place where the constraint on nudity and that freedom to improvise coincide is at the climactic speechless moment between Ann, the protagonist, and Graham, her antagonist. The blocking and business are all things the two actors—fully clad—came up with on the set that day. That scene has to work or the movie collapses, and it was left up to James Spader and Andie MacDowell to figure that out.

Photo of Andie MacDowell and James Spader on a couch. Caption: "20. The 'couch scene.' Good thing Jimmy and Andie had some ideas, or we'd still be shooting this."

This is what I’m talking about when I say that adopting an intuitive constraint changes the outcome. I’ve already used the word “rule” once in this entry, but I think the idea that constraints and rules are interchangeable concepts is a fallacy. An imposed rule can certainly constrain, but creative and formal constraints aren’t rules any more than a hammer or a camera is a rule: they are tools for shaping work, and advanced work is impossible without them.

Here’s another example. From the shooting journal, the day they filmed MacDowell and Spader having lunch:

The scene went smoothly, although Paul went crazy with the traffic noise (“Don’t worry,” I told him) and Elizabeth Lambert made me aware of a myriad of continuity errors involving hand placement (“Don’t worry,” I told her).

August 8th, 1988 (p. 180)

And from the editing journal, which seems to demonstrate that Soderbergh comes by the title’s serial comma honestly:

WHY DIDN’T I LISTEN TO ELIZABETH LAMBERT? The cafe scene (16) was a nightmare! Hand, arm, and wine-glass positions didn’t match from one take to another, just like Elizabeth said and noted in her lined script. … After testing various edits, it became apparent that due to continuity problems, I had to hold on angles for a while so that you quit looking for matching fuck-ups. Of the ten pauses that seemed to mean so much while we were shooting, six of them now seem interminable. There’s a fine line between naturalistic dialogue and dialogue that is SO realistic it puts you to sleep.

October 16th, 1988 (p. 208)

What does this mean? Well, the scene is an intimate one, in which the camera closes in on Ann and Graham as the two make some awkward disclosures and start to discover an interest in one another. A standard shot sequence might look like this, if an inept editor like me didn’t have to worry about continuity or dialogue: seven cuts in thirty seconds.

But what does the actual scene look like? The first five cuts take almost three times as long:

First, did you notice MacDowell’s hand jump down to the table at the start of the third shot? It happens in both versions, but I notice it in my recut in a way that I didn’t in the original: Soderbergh is right to say that holding the shot lessens your awareness of it. I think he might be pretty good at editing.

Second, I think of long static takes as a tacit request for sustained focus, which means the latter of these edits asserts itself as a choice to the viewer in a way that the former doesn’t. And that assertion isn’t usually what you want from an edit! Certainly not if the editor’s job is to be invisible, which is often the case. But the editor’s other job is to let emotion register, and given the tension of the holds on each actor’s face, you see why Ebert suggests that this film’s thesis is about conversation being more erotic than sex.

Even though this series of choices was born out of mistakes and frustration, it’s not the only time in the movie where a suspended beat becomes… well, suspensful. It actually mirrors Graham’s video technique, where he keeps focus on his interlocutor’s face while his voice comes from offscreen. A constraint enforced on one scene becomes a tool guiding the pace of the whole story.

Similarly, I think of a typical J-cut8An edit in which the audio from the upcoming shot overlaps before the visual change occurs, helping the audience anticipate the transition. as lasting a second or two, just enough time for you to register the upcoming transition. Soderbergh not only likes to hold on his outgoing visual for closer to five seconds before finally completing the cut, he sometimes cuts visually and then reverts to the original shot without ever playing the insert’s audio: a kind of U-cut, which you can see in the very first scene of the film.

Dialogue from Ann's first conversation with her therapist, overlaid on frames of James Spader dressing in a bathroom.

The other thing you can see in the first scene, just for a few frames, is Graham’s Sony video camera. Like the playwright’s gun, you know it has to start shooting eventually. You know from the title that it’s being framed as one of three things with inescapable consequences. And this is the part where we pick up that thread from earlier, about Soderbergh—who has always reached for the newest recording instrument that meets his standards—and the limits of available technology.

When you record someone on a 1989 video camera, even a nice one, and then record the playback of that video off a monitor onto film, there’s a word for the quality of the resulting image: the word is degraded. It’s not a word that appears in the script of this movie, but its double meaning is everywhere in the other characters’ interpretation of Graham’s recordings of women discussing sex. Cynthia the libertine is eager to explore that meaning, but Ann and John—who is a libertine himself—each display horror at the concept, at one point or another.

The word horror is an important one too. Both the tension of the long takes discussed above and the aesthetic of flickering, grungy video carry hints of a horror film, something Soderbergh openly evokes in his production diary. It’s a curious inversion of the move away from monochrome film; that could have been a visual signifier that distanced the audience by suggesting reservation. But the distance offered by degraded analog media can perversely heighten emotional involvement and adrenaline by locking someone you care about away, beyond a screen and a time warp, where you can’t reach them. If you saw these ten seconds out of context, why might you guess that John looks stressed out?

To me it reads like someone watching video of a hostage or a victim. In the actual context, of course, Ann is fine, and John is the one feeling victimized by her decision to leave. In a way he is horrified, or at least sickened. But it’s a horror that arises from the costs of his behavior coming due. She’s the subject of the tape, but he’s being made subject to the consequences of his decisions.

It’s hardly groundbreaking theory work for me to say that sex, lies, and videotape (1989) posits the ubiquitous consumer-grade camera of the 1980s as a wedge that alienates people from each other. But Graham’s Handycam doesn’t just repel Cynthia, Ann, and John, it also compels them each to pursue him in some way, when their respective feelings toward him crest the boundaries of his isolation. The technology doesn’t nullify emotions so much as it puts them under pressure.

If this were a horror movie, then Graham would seem to be the monster.9I mean, he is a mysterious and deviant figure in black with hidden motives and a signature weapon —I think one of the models in the CCD-FX series—that he uses to disrupt the other characters’ lives. And the film does indict him for his actions, when Ann turns the camera back on him, making him cower from the lens as she flares. This is a story about how observation changes the observer, and in some hands, that would lead up to a trite moment where a character stares right down the barrel and says, hey jerk, aren’t you the real voyeur here?10I hate this device, but Tampopo (1985) reminds me that it can be done well.

But that kind of thing is almost always a failure of respect for the audience. I think it’s priggish and hypocritical to scold your viewers for watching the thing you spent your ad budget telling them to watch.11Or to play, as video games have started doing this too. This movie’s script started out as a way for its writer, by his own account, to divide up, examine, and excoriate his own worst impulses. As someone who has been blogging for twenty years, I can relate to that. But if that were the extent of the final work—if it were, as some have speculated, equally suited to production as a stage play—its broad and lasting acclaim would never have materialized.

Instead, Soderbergh and his team took the tools they were given and built something that made people take notice. The predominant lack of music was chosen deliberately, so that when first-time composer Cliff Martinez’s score does surface, it’s specific and effective: after the guitar that plays over the road shot at the very beginning of the movie, the film waits for a full quarter of its runtime before its second music cue. Meanwhile, the constraints that ruled out nudity and that privileged the actors’ line contributions over the printed script arose from the instincts that led the film to success.

Constraints of budget and editing rhythm were imposed on the film, as much as they were selected, but then they were considered and incorporated, made part of the final whole. And the inherent limitations of the camera—making it so easy to capture a moment, and so hard to be present within it—shape both the film’s message and its mixture of media.

I assert the common factor among them all is trust: in a crew with more expertise in their fields than a 26-year-old director, in a cast with the chemistry and agency to be more than the sum of their parts, and in an audience that the film is asking to step inside its magic circle, once its creators have done their best to make that step… well, Soderbergh said it himself.

To me, making an idea accessible doesn’t necessarily mean dilution or compromise; it can mean clarity of execution.

from The introduction to the published script, p. 7, 1990

All right. This is the longest thing I’ve written in years, but I don’t expect to spend as many words on groundwork for future entries. I do hope you find this framing as useful and interesting as I do. I know I said I wasn’t going to write reviews here, but I’ve enjoyed this movie more the longer I spend writing about it, even though I only saw it for the first time a week ago. Give the Criterion remaster a try, with the caveat that some of the characters’ speculations on gender have aged poorly. I bet your library will lend you a copy.

If you read all the way to this point, then thank for trusting me with your time and attention; I promise to respect them. This blog doesn’t have comments, but I love talking about movies via email. If you want to read future entries, I will reluctantly tweet about them, but I also encourage you to subscribe to the feed with your reader of choice.


  • 1
    Rian Johnson. Sorry.
  • 2
    Hackers (1995).
  • 3
    As if there’s any doubt.
  • 4
    I’m also a Mountain Goats fan, but that’s an essay for another time.
  • 5
    Most often in terms of brevity: I’ve spent a lot of time writing microfiction, and twitter and vine once consumed a plurality of my attention.
  • 6
    I will say, though, that reading this interview excerpt changed my approach to abstract visual art forever. Sorry I can’t do any better than a Google Books link.
  • 7
    Perhaps I’m giving him too much credit, but it seems like he was anticipating the need for intimacy coordinators, a role which would not be standardized on film sets for another twenty-seven years.
  • 8
    An edit in which the audio from the upcoming shot overlaps before the visual change occurs, helping the audience anticipate the transition.
  • 9
    I mean, he is a mysterious and deviant figure in black with hidden motives and a signature weapon —I think one of the models in the CCD-FX series—that he uses to disrupt the other characters’ lives.
  • 10
    I hate this device, but Tampopo (1985) reminds me that it can be done well.
  • 11
    Or to play, as video games have started doing this too.