Category: Written by Steven Soderbergh

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?”

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.