Structure: Michael Clayton

A structural overview of Michael Clayton (Tony Gilroy, 2007) in 8 Sequences.

When I watched the film during its theatrical release, I thoroughly enjoyed it. Because of the relatively low budget (an estimated USD$25m) for its production values, Tony Gilroy was able to make some brave non-commercial decisions with his screen story.

This didn’t go entirely unpunished, as the Variety review points out:

Gilroy’s fidelity to his script comes at the expense of the pacing, which initially lumbers forward so assiduously as to feel like a throwback to an earlier era.


Some of the peripheral threads — especially Michael’s relationship with his family, both as an irritated brother and a single dad — occupy time at the outset but really don’t lead anywhere.

-Brian Lowry

Looking at the story structure in the first act, we’ll find some obvious causes for the problems addressed above.

The Inciting Incident doesn’t happen until 25mins into the film and I yet have to find a clear 1st Act Turning Point. The scene with Marty (Sydney Pollack) at 51mins feels like one but at that stage Michael is already on his journey. The monumental 25mins of ‘Ordinary World’ make the story drag on to a point the audience will get very fidgety.

Then, in sequence two – and even before the end of the act – we find an abundance of scenes and characters that are not dealing with the main plot: Michael’s son, his debt, the merger and the scenes from Karen’s POV. These are simply things you cannot do without having clearly set up the main story.

I won’t go into any further story issues, but here is how I would structure the film in terms of plot points and sequences:


SEQUENCE A: Prologue, Ordinary World

00.00 Arthur’s VO: This is not a relapse.
03.00 POV(*) Bach is settling, at office late at night
04.30 POV Karen in bathroom, tormented
05.00 Michael is gambling, phone rings
07.00 Urgent job: accident, go see client at home
08.30 At client’s: What are you? Miracle worker?
12.00 Phone rings: Michael gives details to referee.
12.30 Driving, GPS flickers.
13.30 Gets out at field with horses
15.00 Car explodes

SEQUENCE B: Subplot and Call to Adventure

15.30 – 4 DAYS EARLIER
16.00 Subplot: Michael drives son Henry to school
18.30 Subplot: Michael needs $75k to repay debts
20.30 At work, assistant asks: Are we merging?
23.00 POV Karen (intercut) rehearsing + interview
25.30 I.I.: Arthur stripped in deposition room
26.00 Arthur’s VO (cont.). Did you meet Anna?
29.00 Arthur: I have blood on my hands.


SEQUENCE C: To get Arthur back on the case

29.30 POV Arthur tape, U-North people learn about Michael
32.30 Michael will get Arthur back in 3-4 days; find briefcase
33.30 POV Arthur calls Henry: Realm & Conquest.
35.30 Michael & Karen: defends Arthur. She’ll call Marty
37.30 Michael & Arthur as Mentor: “We’ve been summoned.”
39.30 POV Karen calls Mr. Verne
41.00 Arthur has escaped

SEQUENCE D: Allies and Enemies, Midpoint

43.00 POV Karen shows Marty the memo.
43.30 Searching Arthur’s office; psychiatric commitment?
45.00 Arthur followed, Michael leaves msg: janitor to janitor
48.00 POV Arthur calls Anna, call bugged.
50.00 With creditor: one week
51.00 Marty: He’s calling the plaintiffs; Michael asks loan
54.00 Looking for Arthur; with son, sees him
56.00 Mid: Arthur changed. Not the enemy.”Then who?”

SEQUENCE E: Subplot and Ordeal Plot Point

59.30 POV Arthur reads report on voicemail
63.30 POV Karen orders murder
65.00 Asks brother for support; hang for an hour.
67.30 POV Arthur killed
69.30 Brother shows up, off alcohol, in front of Henry
71.00 To son: you’re not like this. You’ve got it.
72.30 Ordeal: phone call, Arthur’s dead
75.00 In pub w/ Marty. Why?? No note. U-North settling.

SEQUENCE F: Ordeal Sequence Approach / and Reward

77.30 Calls Anna, in NY right now.
78.30 Goes to see Anna in motel, being watched
79.00 Anna: “something that would win the case”
81.00 Approach: Gets seal, to Arthur’s place
82.00 Followed, watched; searches flat
83.00 Finds Realm & Conquest; Police come in
84.00 Released from cell, “Who called 911?”
87.30 Reward: 3,000 copies of memo
88.00 POV Karen finds out about memo: ‘situation’.
88.30 Marty ready for announcement;
89.00 Subplot Reward: cheque $80k
91.00 Pays off debt.


SEQUENCE G: To get out, by bringing U-North down

92.30 Gambling // car bomb planted // phone rings, leaves.
95.30 Driving, miracle worker, fixer
96.00 Driving
99.00 Horses // Gimme cell // Explosion
99.30 Throws valuables in, runs off
100.0 Brother picks him up
101.0 POV Karen addressing board w/ settlement proposal
103.3 Climax: Confronts Karen: $10m
106.0 Resolution: Everything on record: NYPD

SEQUENCE H: Return with the Elixir – Finally Out

107.0 Taxi

(*): Scenes marked “POV” are not from the protagonist’s POV.

9 thoughts on “Structure: Michael Clayton”

  1. The “Ordinary World” at the FADE IN: is anything but. It’s a teaser, a flash forward, to grab viewer interest with a (literally) explosive hook. Repositioned chronologically, it comes around 90 minutes into the story — the pivot into Act 3.

    (For another example of a flash forward teaser see the pilot episode of Breaking Bad. Same plotting technique.)

    After the explosion, the the story commences in the ordinary world (4 days earlier) and moves forward chronologically.

    Subtract about 15 minutes from all the time stamps after the teaser, and l the plot beats unfold like a conventional plot.

  2. Re the criticism: “Michael’s relationship with his family, both as an irritated brother and a single dad — occupy time at the outset but really don’t lead

    I demur. It dramatizes another aspect of Michael’s failed life. He’s failed professionally (to make partner), in business (the restaurant went belly up) and his personal life has gone to hell in a hand basket (wife divorced, got the kid, etc.)

    In terms of his personal life, he and his corporate adversary Karen share a secret symmetry in the sense of their hollowed out personal lives. They made a Faustian bargain with the corporate world for the sake of their careers. In Act 1, it’s been a the bargain that has paid off for Karen. Not so for Michael.

    And the connection with his irritated cop brother does lead somewhere. It’s who he needs to get into Arthur’s apartment, to get sprung from jail, to get his revenge on Karen (and redeem himself).

  3. You are so wrong…. you have no idea of structure. Beyond belief — and words — that you published this as your version of the structure of Michael Clayton.

  4. Wow, this is amazingly obtuse. If the screenplay of Michael Clayton doesn’t fulfill your theory of good screenwriting, then your theory must be seriously flawed.

    • Hi Gary,

      A few clarifications:

      I never read the script. This is actually a breakdown of the film. I’m not sure how close it follows the script.

      At the time, I was responding to the Variety review. Meanwhile, the audience has decided that the film worked. If the budget was indeed only $25m, it must have gone into profit at an accumulated worldwide B.O. gross of $93m.

      This very crude breakdown is 10 years old, and is definitely up for a review. Most likely I’ll have a different take on it. Gilroy’s Nightcrawler is one of my all-time favourite scripts.

      Also, this is not ‘my theory’. The terminology was borrowed from Campbell/Vogler.


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