Midnight Run at 35: A Shining Star of the Middlebrow Firmament
Midnight Run at 35: A Shining Star of the Middlebrow Firmament
The Robert De Niro / Charles Grodin screwball comedy was surprisingly influential—and wiser than you might remember.
“IT’S NOT A PAYOFF; IT’S A GIFT.” Robert De Niro looks stunned. And I choke up again—somehow, this finale just doesn’t get old.
When you’ve watched a movie twelve times in eight years, you start looking for reasons, just to preserve your critical dignity. I like to think of myself as a discerning cinephile, but why, then, is a goofy ’80s buddy comedy in my top five films of all time?
Midnight Run—released 35 years ago today—is something of a cult classic, its impact on filmmakers covert but pervasive. (In other words, it’s not just me.) In the same way that Die Hard shaped dozens of subsequent action flicks, Midnight Run passed down a set of subtler storytelling hacks—a model for how to beautifully and economically develop a friendship. Prestige TV high-water mark Better Call Saul based an episode on it. Paul Thomas Anderson, in his film Hard Eight, transferred both an actor and his character’s name from Midnight Run: Philip Baker Hall’s Sydney. It was “the direct inspiration” for Toy Story.
Yet when people mention Midnight Run in any critical capacity, they make sure to preface their praise with pointed disclaimers: They’re aware it’s a genre picture, a comedy, a veritable cornucopia of clichés. Let no one suppose we mistake it for Citizen Kane!
And of course, it isn’t Citizen Kane. Yet it isn’t a film one need apologize for loving. Midnight Run is a small humanist triumph—“an independent film…dressing itself up as a big studio blockbuster”—a character-driven farce—“the Casablanca of buddy comedies”—a movie with the heart of It’s a Wonderful Life in the body of It’s a Mad, Mad, Mad, Mad World.
Another reason the film is hard to appreciate in retrospect, of course, is that we’re looking back past decades of De Niro slumming in trash comedies. While people in the ’80s saw a Method god dignifying a genre piece with his presence, the tendency now is to see the role as the first step in a bad path for the former Godfather.
But Midnight Run truly is De Niro at the height of his powers. He chose it not because it was easy but because it was new. He needed a change. A giant of some of the biggest dramas of Hollywood’s “second golden age”—The Godfather Part II and Raging Bull, for both of which he won Oscars, plus Taxi Driver and The Deer Hunter—the 1980s saw him try on different hats, from an awkward, nerdy stalker in The King of Comedy to romancing Meryl Streep in Falling in Love. After yet another weight gain transformation to play Al Capone in The Untouchables, De Niro thought he’d found the perfect role to pivot to a whole new phase in his career (well, after he’d failed to land the lead in Big—what an alternate universe that would have been!).
MIDNIGHT RUN’S PLOT IS SIMPLE AND, on paper, hackneyed: It’s “one last job and I’m done” as a chase movie. De Niro is a wisecracking bounty hunter, Jack Walsh, who is hired by a seedy bail bondsman to capture Jonathan “the Duke” Mardukas (Charles Grodin), an embezzler in the Robin Hood mold: He stole $15 million from a Chicago mob boss, gave most of it to charity, and skipped bail.
As they make their way across the country—(the Duke says he can’t fly thanks to “aviaphobia,”1 a malady shared by screenwriter George Gallo, and the spark that gave him the story concept)—they resort to Amtrak, bus, taxi, swimming through river rapids, hitchhiking, stolen trucks, and boxcar travel.
All this while they’re pursued by the mob, an FBI team led by Agent Alonzo Mosely (a constantly simmering Yaphet Kotto), and a rival bounty hunter, Marvin Dorfler (a wonderful John Ashton, playing what the script calls the “rent-a-wreck” to Walsh’s “Avis”).
The buddy action comedy was no rarity in the ’80s, especially in conjunction with the American odyssey: the road trip. In Planes, Trains, and Automobiles, which came out the year before, the Steve Martin and John Candy characters set off to discover America and end up finding . . . themselves. Their odyssey becomes a journey of reconciliation, a way to harmonize alienated classes and personality types. In contrast to the fantasy-youth fairytales of Ferris Bueller’s Day Off, Star Wars, or Heaven Can Wait, buddy movies lean towards blue-collar authenticity, world-weary middle-aged men, car chases, country music and the Blues. The Bandit, Axel Foley, John McClane . . . forget musclebound Arnold, these guys are wiry, chain-smoking trickster heroes.
What’s different about Midnight Run is mostly its register. The humor is so deftly woven into the plot that it rarely feels like the actors are doing sketches or gags, even in a highly quotable script (Brest and Gallo labored intensely over it, spending weekends on the empty Paramount lot polishing a handwritten outline spread over eight tables).
Dave Kehr wrote insightfully of the film when it first came out that
its inconspicuous grace is in the best tradition of American filmmaking: It is the skill of Howard Hawks and Leo McCarey . . . a comedy of character, in which the humor sneaks up in a surprising response or a reaction that reveals a new, unsuspected level of personality. The technique isn’t fashionable, and it certainly isn’t safe; audiences accustomed to the pounding slapstick of Chevy Chase may not respond.
AUDIENCES DIDN’T RESPOND. At least, not at first. It’s only over time that the film has received the appreciation it’s due. It’s less accessible than the zany hijinks of Axel Foley or Fletch. The Duke is incredibly funny, but Grodin’s sense of humor is sly and deadpan. While Jack starts off full of wisecracks, when he’s paired with the Duke he becomes the epitome of a frustrated road-trip companion—uptight, angry, inarticulate.
It’s perhaps the most persuasive manifestation “two men act married” trope. “Much of the relationship between Jack and The Duke is based on my mother and father,” Gallo later said. “I don’t think they ever realized how funny they were when they were arguing about something. My father was very emotional whereas my mother was far more calculating. She would let him talk and lead him down alleys and then strike like a cat.” Hands-down the best commentary on the film I’ve found was in a podcast of comedy writers, because they’re able to break down exactly why the jokes work. At one point they delightedly highlight the moment when De Niro’s credit card bounces back at the bus station ticket counter. “The look on Grodin’s face is the look of a wife who’s said ‘you promised you’d pay the overdraft.’”
Throughout this saga, Jack is the target of a constant barrage of questions. From a mixture of annoyance and, we gradually come to see, loneliness, he lets slip hint after hint of his backstory, giving the Duke both psychological leverage and, to both men’s surprise, grounds for genuine affection.
None of this would work without the magic ingredient: Charles Grodin. After going through a gauntlet of auditions—which certainly didn’t help his anxiety about rejection—Grodin was cast as the Duke. Brest had been fighting the studio for Grodin behind the scenes. Paramount wanted a big name like Robin Williams. While Grodin had been a leading man for a while in the early 1970s, he didn’t really fit the mold. He certainly wasn’t what you’d call “bankable.” They even pitched doing a gender swap in order to cast Cher, who was enjoying the glow of A-list stardom after Moonstruck. Brest, dead-set on Grodin, stuck to his guns and left the studio, taking the movie with him. Happily, Universal picked the project up only a few days after Paramount dropped it, hoping, presumably, that Brest would conjure the same magic he had brought to the massive hit Beverly Hills Cop a few years before.
What Grodin didn’t know was that his own imperturbable persona had solved a riddle Brest had been wrestling with. The problem was “we had De Niro, which was great, [but] the other character had to fuck with De Niro—had to fuck him up—and every actor was so intimidated,” said Brest. “Grodin came in and wiped the floor with him. God, I couldn’t believe it.”
It’s difficult to remember after decades of hammy De Niro, but in 1987 no one really knew if he could be a comic lead. His intensity and reputation were those of a Great Actor, but a Movie Star was a different thing altogether. Every actor who came in was facing down Jake La Motta. It took a surly Method-trained curmudgeon to puncture De Niro’s calm.
“I can’t really afford to be intimidated,” Grodin noted. “Courage is hard fought for and gained after many years of effort,” so it’s not to be dropped lightly. He was so indifferent to rank he once scandalized the duchess of Gloucester by familiarly asking her what the main focus of her life as a royal was. (Grodin “wasn’t fueled by the admiration of strangers,” Martin Short observed after his Clifford co-star died. “If he thought it was funny, that’s all he needed.”)
Grodin and De Niro’s real-life friendship grew in much the same way as their characters’. Grodin was taken with the Raging Bull star immediately: “It was impossible not to like him on sight. He was all about ‘work,’ plain and simple, and being with him felt like breathing pure oxygen.”
For his part, De Niro admired Grodin’s bonhomie when enduring demanding early scenes in which the latter had to be thrown around wearing steel handcuffs—or so Grodin deduced, from their “nonverbal repartee” (that is to say, De Niro’s mysterious smiles). “I, of course, was the talker between the two of us,” Grodin dryly understates elsewhere. He ended up with permanent scars from the handcuffs, but De Niro’s respect had been gained.
His protection, too. In one of the last days of shooting, De Niro was swept 200 yards down a stretch of rapids in a New Zealand river (the frigid January temperatures in Arizona had quashed plans to shoot the river sequence there). The normally unflappable De Niro emerged shaken by the violence of the water. He turned to Brest and said, simply, “I can’t recommend Chuck do this shot.” Chuck did not.
The friendship wasn’t a foregone conclusion. Grodin’s own shtick, a mixture of deadpan needling and earnest philosophical probing, was the perfect match for the Duke, but it could lead some to see him as prickly. He employed the technique both as an actor and in real life, baffling talk show audiences by seeming to pick a fight with the host. Raised in an Orthodox Jewish home, Grodin variously attributed his habit of constant combative questioning to his heritage—his grandfather was a Talmudic scholar; his temperament—he claimed he was kicked out of Hebrew school for asking too many questions; and his philosophical bent—as he explained to Dick Cavett, we’re all going to die so why not skip the small talk and get to the real stuff:
It seems like we’re going through life hardly even scratching the surface with each other. Everything is staying on such an incredibly superficial level of communication. . . . I want to, like, reach out. I figure at some point down the line we’re going to die. . . . Based on that assumption, I would like to—before we get to that point where they tap you on the shoulder and say “You’ve got terminal whatever,” I can think “Well, at some point there I was trying to exchange something with somebody” . . . and we made an attempt to, like, say “Hey, what’s happening here?”
SEEN THROUGH THIS biographical lens, Midnight Run becomes the story of a Jew and a lapsed Methodist (it’s John Wesley “Jack” Walsh, remember) on a forced road trip. Grodin’s needling questions are his way, adrift in a violent world where he doesn’t belong, of deconstructing authority, represented by that most traditional of American movie conventions, the action star. Absent Grodin, De Niro is cheery and ironic, dodging FBI queries with effortless cool (“Ten years for impersonating a fed, huh? How come no one’s after you?”).
Grodin’s Duke identifies all the cracks and contradictions in the leather-jacketed protagonist—his self-loathing, his self-destructive habits, his emotional repression, how he “has two forms of expression: silence and rage.” De Niro’s Jack, battered into submission, can only respond to that line with a series of wordless microexpressions: apoplectic inarticulation.
Despite Jack’s identification of the Duke with upper-class privilege, the Duke himself tends to bring up his class only jokingly. “I’m a white collar criminal,” he deadpans when a little boy points out that he doesn’t look like a thief. He shares some similarity with other annoying companions, like Felix Unger or Del Griffith. Unlike Felix, his nagging is not simply neurotic, it is purposeful (he starts off his little campaign of moral reclamation by bugging Jack about unhealthy habits: smoking, eating bad food), but like Del, the Duke is a lover of humanity. His concern for Jack is not affected. Grodin adds to his temperamental inquisitiveness an avuncular fretfulness. Their chemistry is the stuff of legend.
For his part, Jack warms to the Duke bit by bit, an attitude he betrays in small gestures. After they visit Jack’s ex-wife and daughter in Chicago, a subtly heartrending scene which anchors the film in true sentiment and demonstrates just how much Jack has lost in pursuit of his principles, the Duke resists the opportunity to needle him about it. In return, Jack helps him into the car, gently folding the handcuffed man’s coat into the vehicle so it won’t be shut in the door—a De Niro improv.
Improv was common on the set. Despite the involved plot and all the labors over the screenplay, Brest wanted the humanity of his performers to shine. Any good idea would be used. When Gallo bummed yet another cigarette from Ashton over dinner, the latter griped, “Why don’t you quit? It’d be cheaper for the both of us.” It made it into the movie. (Brest also cameos as an airline employee late in the film, and improvised to Ashton: “Smoking or non-smoking?” Ashton, a smoldering Camel hanging from his lip: “Take a wild guess.”)
De Niro had insisted on auditioning with all of the supporting players, worried that he’d end up stuck with intimidated fans. The result was that all the major actors had come through the De Niro gauntlet with flying colors. In his audition, Joe Pantoliano was impishly familiar, setting himself apart from the many actors who would drop their “game face” to burble to De Niro about how much they admired him. John Ashton refused to pick up an item which De Niro dropped mid-audition, instead responding to De Niro’s expectant look with a hearty, in-character “fuck you.” The two leapt into a friendly, in-character, cursing match. The instant Ashton left, De Niro announced, “I want him.”
The main villain of the piece, Jimmy Serrano, was played by Dennis Farina, who had worked as a Chicago cop for 18 years, only leaving the force three years before. Meanwhile, Serrano’s chief goon was an ex-con, Richard Foronjy.
Grodin would sit watching Foronjy wax rhapsodic about his criminal past in front of Farina. It struck him as akin to “a cat and mouse who had called a truce.”
BREST COULD BE DEMANDING—De Niro nicknamed him ‘the professor’ since everyone felt like a chastened schoolboy when he was around. The editing process was intense, as he sorted through piles of footage for just the right takes, improv bits, and angles to assemble a scene. He even included lines actors said when they thought the cameras were off—for instance, Yaphet Kotto worrying aloud that Brest’s relentless retakes would give him a heart attack before the film wrapped. At least one crewmember couldn’t take it—Grodin said the film’s first cinematographer bailed halfway through. “There were firings and quittings on what seemed like a daily basis on Midnight Run and Bob De Niro and I never raised our heads from the script.”
Others, though, thrived under the pressure. Grodin loved that Brest relied on his improvisational skills, including one key moment of emotional tone shift where Brest ignored Gallo’s written dialogue—a very earnest monologue where the Duke tells Jack why he knew he could trust him—for something unexpected.
In filming the scene, Brest ordered Grodin to improvise until he found a joke that shocked De Niro from his bitter gloom into laughter, which then allowed the characters to segue easily into the deep emotion of a conversation about Jack’s ex-wife. Instead of telling Jack that he understands him, the Duke shows that he understands him.
Grodin had expended all his prewritten bits on a stone-faced De Niro and had to resort to the desperate, “Have you ever had sex with an animal, Jack?” De Niro couldn’t help but grin. The underlying reality was that Grodin had to demonstrate he knew Robert De Niro well enough to get him to crack up.
Tonally, the joke is an outlier, though, because it’s vulgar. As studded with F-bombs2 as the film is, it’s also remarkably innocent. Brest’s America—another example of his humanism—is a reversion to the world before Sam Peckinpah. It’s the sort of movie in which characters are knocked unconscious enough times to sustain the head trauma of a career NFL quarterback, but never have so much as a headache afterwards. Not a drop of blood to be seen.
WHAT PREVENTS IT FROM SLIPPING into sexless unreality is the real weight of family and romantic longing at the heart of the story. The wordless eye contact between a chastened fugitive Jack and his angelic 13-year-old daughter is agonizing in its directness. Very few of the characters are truly vicious; even the bad guys get goofy and endearing moments (an ongoing bit is the big bad casually threatening extreme violence using mundane instruments: a pencil, a phone).
The sweetness and silliness is key to the film’s appeal, but also helps obscure its more serious virtues. No one takes comedy seriously. Academy voters balk when it comes time to hand out Oscars—comedies just don’t tackle the serious problems that make movies great. That tendency goes way back in Hollywood history. Preston Sturges, the first credited writer-director in Hollywood, was dismayed to see his contemporaries shift from comedy to dour social dramas in response to World War II. Didn’t they think comedy had anything to offer in dark times? Even Sturges knew you often had to make compromises. While his screwball comedy films were stuffed with pratfalls, there were elegant dining-room scenes, diversions in Hoovervilles, and war allegories to key us in that he had Something to Say: He provides handsomely mounted dramatic scenes that reassure us of his films’ artistic merit.
But the final point of Sullivan’s Travels, Sturges’s most famous film—“there’s a lot to be said for making people laugh . . . did you know that’s all some people have?”—isn’t that humor is a mere opiate of the people or glue between the serious bits. Rather, he’s reminding us that humor is itself a profound vehicle for truth. The humor in Sullivan’s Travels is just as essential as the dramatic scenes.
It’s a lot harder to pass off phony sentimentality or ignorant misanthropy under the guise of comedy. And in any case, much of Midnight Run’s comedy isn’t overtly comic, because it’s about character, not punchlines. “Nobody’s going for laughs,” Pantoliano observed, noting that Grodin and his frowning earnestness sets the movie’s emotional tone. “It’s deadly serious.”
And essentially, it’s not self-aware. There are moments when the Duke grows detached and ironic—but only when he’s so desperate it’s the only human reaction. When he hysterically notes that Walsh and Dorfler are the worst bounty hunters he’s ever seen, he is more likely delivering the line to God than to a camera. When Jack turns to flash an FBI badge to the empty street, this is a private joke with himself, an endearing insight into his sense of humor, not a wink to the camera.
This gives the film a bracing honesty, despite the physical shenanigans the characters engage in. Comedy likes people, and comedy is honest about people. The two go together. Midnight Run is bursting with it. Gallo and Brest drew many of the characters from the “ethnic neighborhoods” where they grew up, where argument and embrace were wrapped tight together—“it didn’t mean anything, it was just a lot of noise.”
THE ROMANCE OF THE BUDDY COMEDY is entangled with the romance of the United States: Perhaps we can all get along in the end. It’s fitting, then, that the film is a love letter to every part of America, from quiet Brooklyn Heights brownstones to glittering Vegas casinos to Chicago suburbs to the red bluffs around Sedona, Arizona. It leans toward the seedy, the unkempt, and the unassuming. Moscone’s Bail Bonds is stuffed to the gills with sheafs of papers and knicknacks. A Rembrandt print gazes gloomily down from the wall. While staying at a small hotel in Globe, Arizona, Grodin made friends with “a grizzled old guy named Danko who was a pallbearer at John Wayne’s funeral.” (This story is, remarkably, very probably true.) Grodin even looped in a laconic local man to play as an extra during the Red’s Corner Bar heist, feeding him lines in between takes and playing it off to the crew as if the old guy was coming up with brilliant ad libs on the spot.
Ultimately, though, despite its wit, craft, and talented cast, what makes the movie special is the construction of its final choice. It’s a movie that revolves around a big ethical question, to be answered by a man who lost everything the last time he faced such a choice, and this time for even smaller returns: the deliverance of the world’s most annoying travel companion.
De Niro is perfect for that sort of existential struggle. His Jack Walsh is all pent-up rage, having built up a hard shell to inure himself to the misery and ugliness of his work. And yet his way is guarded by angels, foremost among them his handcuffed Clarence Odbody, out to save his soul whether or not he wants saving.
That Jack, the embodiment of blue-collar failure and alienation, is destined for grace can be seen even in his lowest moment. He finds himself alone, coated in dust and nursing a bruised rib cage, watching his one chance at a better life stolen away by a subpar rival. As he looks into the distance, cursing and heartbroken, he is silhouetted against a panoramic red bluff. It’s a Fordian touch in a movie not inclined towards self consciously poetic compositions. Even such a defeat, we’re led to understand, can work toward good in the end. (And it does—Dorfler’s narcissistic plans backfire, creating the circumstances for Jimmy Serrano’s downfall.)
“DON’T YOU WANT TO BE LOVED?” the Duke challenges. Grodin, of course, plays such questions with utter sincerity. He had no patience for avoiding the big questions in life, and it shows.
Gallo said, “In many ways it is a love story, although it is one that is short lived. They meet each other, take an instant dislike to one another and over time grow to respect each other which leads to deeper feelings. Both men realize, despite their differences, that they share core beliefs of what is right and wrong.” (The “handcuffed companions fall for each other” trope went back a long time, of course, from The Defiant Ones to The 39 Steps.)
The Duke intuits some of this about Jack from the get-go, when the latter rejects a bribe. “I never took a payoff in my life and I’m not gonna start with someone like you.” Raymond Chandler famously defined his image of a hero: “down these mean streets a man must go who is not himself mean, who is neither tarnished nor afraid. . . . He must be, to use a rather weathered phrase, a man of honor—by instinct, by inevitability, without thought of it, and certainly without saying it.” His hero can’t say it, but then Raymond Chandler never saddled Philip Marlowe with his own personal comedic therapist companion.
The problem is how you resolve a story where both men’s honor requires that they oppose the other. A happy ending is absolutely necessary, but a happy ending for one will inevitably lead to tragedy for the other: a catch-22 of honor codes. What we get is a clever inversion of the Gift of the Magi—both men make a sacrifice, both are rewarded. It’s Reagan’s America, after all.
The gifts are what it’s all about, in the end. The film solves an unspoken puzzle. Jack and the Duke sacrifice for the good, when it costs them their whole lives. And that turns out to be salvific. It’s fitting, then, that the film ends with them musing on “the next life.” There will be one, after all.
When I first met Steven Greydanus, the critic who introduced me to the film, he quoted the aviaphobia scene with such enthusiasm that two other tables in the restaurant paused to look.
Two poets in the art of profanity, “Bob and I,” Ashton said, “had our fuck-meter. We wanted to be true to the characters but you see a lot of movies where there are just gratuitous ‘fucks’. . . . We wanted to use them when they meant something.” They measured themselves against Frank Pesce in Beverly Hills Cop, who used—in their judgment—one too many fucks in his monologue to Axel Foley. Throughout the Midnight Run shoot, Ashton and De Niro would finish a scene, look at each other, and say, “Too many fucks?” “No, no, I think that was the right amount.”
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