Michael Clayton Beat Sheet

Michael Clayton

Written and Directed by Tony Gilroy
Running time: 116 minutes
Year: 2008

PROTAGONIST: Michael Clayton, a mid-40’s, high-powered law firm’s fixer.
CHARACTERIZATION/MAIN MISBEHAVIOR: former gambling addict and fixer of immoral actions. He is a demoralized man in the midst of financial strain.
EXTERNAL GOAL: To pay off the loan shark / To solve Arthur’s murder
INTERNAL GOAL: To find purpose in life / To redeem himself of past sins
THEME: Redemption can come with a high price.
CENTRAL DRAMATIC QUESTION: Will Michael redeem himself for years of playing clean-up for the immoral games of others?
ENDING: Michael secretly tapes a confession from U/North CEO, Karen Crowder, for both Arthur’s murder and his attempted murder, and single-handedly takes down both U/North and Kenner Bach.
ARC: Michael goes from a fixer of immoral actions, to man a who sacrifices his career and wealth to call attention to the unethical deeds of both U/North and Kenner Bach.


1 – OPENING IMAGES: A manic, disturbing voice-over to Michael Clayton about rebirth, reinvention, and redemption over images of Manhattan at night that take us into…

2 – Kenner, Bach & Ledeen’s quiet offices open into…

4 – A frantic board room. Kenner Bach lawyers scramble to settle a case for their biggest client, U/North. A reporter from Wall Street Journal hassles MARTY BACH for details on U/North. Marty deals with the reporter swiftly and gets to a bigger problem: where is Karen Crowder?

5 – KAREN CROWDER, U/North CEO, has a panic attack in a women’s room stall.

Michael Clayton Beat Sheet

7 – MICHAEL CLAYTON plays high stakes poker. An aggressive player, who has beat Michael before, talks shit. Michael’s restaurant went under. He’s lost money in the bar and gambling.

  • Michael Clayton takes risks and doesn’t always come out on top.


So what happened with the bar? Just had to be a rock star, huh? That was a good location.


Yeah, that’s what my partner kept telling me.

8 – Michael receives call from a Kenner Bach attorney. The attorney’s biggest client hit a man with his car and needs Michael now. Michael agrees to help.

9 – On the drive, Michael’s GPS malfunctions.

9 – In the client’s garage, Michael inspects the damaged Jaguar. Wealthy client; plethora of luxury cars.

12 – Michael insists the panicked client seek local help. The client becomes furious with Michael: he wants his problem solved now by the firm he pays to retain.


There’s no play here. There’s no angle, no champagne room. I’m not a miracle worker, I’m a janitor.

13 – Michael cleans up the mess and gets the client a local attorney.

Michael Clayton Beat Sheet Horses

14 – On his drive back, Michael takes a back-road and notices three horses in a field. Pulling over, he gets out of his car and approaches.

16 – Getting as close to the horses as possible, he stops. We feel he’s about to burst inside when his car explodes.


TITLE CARD: four days earlier

17 – Michael’s son, HENRY, gets ready for school with Realm and Conquest on his computer.

18 – REALM & CONQUEST SETUP: Michael takes his son to school. Henry talks about Realm and Conquest, a role-playing game about deserters cut off from their armies, forced into hiding to survive.


Nobody has any alliances. You can’t even say who you are, because you don’t know, maybe the person you’re talking to, maybe they were like your mortal enemy in the wars. So it’s just completely like everybody for themselves.


Sounds familiar.

20 – At Michael’s restaurant, an auctioneer auctions off the assets. ZABEL, a loan shark, informs Michael he’ll still be short on the loan after the auction closes.

Michael Clayton Beat Sheet Inciting Incident

21 – INCITING INCIDENT: Michael doesn’t have the money. Michael’s brother, Tim, was responsible for the restaurant going under. Tim is a drug addict. Michael decides to protect him.

  • Michael must come up with $75k to clear his debt from the loan shark.

23 – At work, Michael’s on autopilot, solving several attorney’s problems (fixer of immoral actions).

24 – Michael’s secretary is concerned about her job security and Kenner Bach’s potential merger.

26 – Karen rehearsing cut against a scripted interview for U/North corporate in Nebraska. An urgent phone call cuts the interview short.

Michael Clayton Beat Sheet Strong Movement Forward

27 – STRONG MOVEMENT FORWARD: ARTHUR EDEN, lead council in KB’s U/North case, has gone insane, stripping naked at a deposition. Michael flies to Wisconsin without delay.

Michael Clayton Beat Sheet Arthur Eden

28 – At the police station, Michael listens to Arthur’s manic tirade on the U/North case.


Twelve percent of my life has been spent protecting the reputation of a deadly weedkiller!

31 – Arthur insists that U/North, Kenner Bach’s largest client, killed small family famers with their weedkiller. Michael demands Arthur take his medication.


If it’s real, the pill won’t kill it.


I have blood on my hands.


You are a Senior Litigating Partner at one of the largest, most respected law firms in the world. You are a legend.


I’m an accomplice.


You’re a manic depressive.


I’m Shiva the God of death.

32 – In the deposition video, ANNA talks about her parents’ death and U/North. Arthur suddenly strips naked in front of everyone, declaring his love for Anna.

33 – Karen views the video. Angry, she demands to speak with Michael. Crowder’s assistant gives Karen Michael’s background info. Karen’s surprised Michael’s not a partner after 17 years with Kenner Bach.

34 – Michael has Arthur out of jail and secure in a hotel room. Taking a moment to explain Arthur’s issues, Michael questions the legal team dealing with the disposition and discovers Arthur’s briefcase is missing.

36 – In Michael and Arthur’s hotel room, Arthur listens over the phone as Henry explains Realm & Conquest.


Do they know? Do they know they’re all having the same dream?


No, that’s what’s so cool, they all think it’s just them, that maybe they’re like going crazy or something so they don’t want to admit it.


But they’re not crazy, are they?


No, it’s real. It’s really happening.

37 – Henry’s ordered off phone, but gives Arthur the book name, Realm & Conquest.

39 – Michael meets with Karen and explains Arthur’s psychological issues, but Karen has zero empathy.


This is a three-billion dollar class-action lawsuit! Tomorrow morning I have to call my board and tell them the architect of our entire defense was arrested running naked in a snowstorm chasing the plaintiff through a parking lot!

40 – Michael bribes an EMT to sedate Arthur.

41 – In the hotel room, Arthur questions Michael about his purpose in life. Michael has no answer.

43 – Karen digs through Arthur’s briefcase, extremely concerned over his possession of Memorandum #229. She calls a secretive organization and speaks to Mister Verne, presumably, to begin surveillance on Arthur.

Michael Clayton Beat Sheet End of Act One Turn

44 – END OF ACT ONE TURN: As Michael deals with restaurant problems, he realizes Arthur’s been in the shower too long. Michael breaks down the door and discovers Arthur missing. On the wall, Arthur has written “make believe it’s not madness.”

Note: the decision for Act I happens off camera — Michael must find Arthur.


45 – About to tee off, MISTER VERNE informs partner (both with U/North golf bags) there’s no time for golf: they have a new job.

45 – Marty Bach sits opposite Karen Crowder, concerned over the copy of Memorandum #229 with Don Jeffries’ signature on it. Marty is stressed — this is a major problem.

  • ARTHUR MAKING CASE AGAINST U/NORTH SETUP: Why does Arthur have this document?

47 – Marty and BARRY, KB partner, search Arthur’s office for U/North documents. Michael appears; has no idea where to find Arthur. They both want Arthur committed, but Michael says it isn’t possible, as New York laws on involuntary commitment won’t play to their favor.

47 – Mister Verne follows an enlightened (or manic) Arthur through Times Square, as Verne’s associate breaks into Arthur’s apartment.

49 – Verne’s associate searches Arthur’s apartment and overhears Michael leave a desperate message, pleading with Arthur to let him help.

50 – Arthur stands in front of a giant U/North advertisement in Times Square.

  • Arthur knows his purpose: to bring down U/North.

51 – Anna answers a call from Arthur. Mister Verne has the phone tapped and records the call.

53 – Michael meets with Zabel. Zabel’s concerned that Michael can’t repay $75,000 quick enough. Michael’s in danger if he can’t come up with the money.


Do everyone a favor. Get out the treasure map and start digging. You got a week.

  • TIME CLOCK ESTABLISHED: Michael has 7 days to pay the loan shark $75k.

55 – ARTHUR MAKING CASE AGAINST U/NORTH PAYOFF: Marty has gone through Arthur’s files: Arthur is building a case against U/North.

Michael Clayton Beat Sheet First Trial

56 – FIRST TRIAL: The upcoming merger is in danger because of Arthur. Michael asks Marty for an $80k loan. Marty concerned he’s gambling again. The merger concerns Michael, as he’s not a partner and has no equity in the firm.

  • TIME CLOCK ESTABLISHED: Michael must find Arthur in 7 days or there is no loan — the firm is in extreme danger. If Michael does not find Arthur, there will be no money to pay off the loan shark.
Michael Clayton Beat Sheet First Casualty

62 – FIRST CASUALTY: Michael finds Arthur, but Arthur refuses to cooperate. Arthur accuses Michael of taping his phone after Michael reveals Kenner Bach knows he’s been speaking with Anna. Michael begs Arthur to seek help or he’ll be ruined.


But I’ll tell you this: the last place you want to see me is in court.


I’m not the enemy.


Then who are you?

64 – Arthur leaves a VM on his office phone at Kenner Bach and recites Memorandum #229.


Would you guys like a bit of legal advice? Never let a scientist use the words “unanticipated” and “immediate” in the same sentence.

  • U/North’s Culcinate causes severe tissue damage when exposed to well water of farmers.
  • U/North purposely killed people for profit.

67 – Mister Verne calls Karen and they meet outside her hotel. There, Karen decides to have Mister Verne kill Arthur to save U/North from ruin.

70 – Michael’s father’s birthday party. Michael’s brother GENE, a NYC detective, asks about Tim and Michael’s relationship regarding the restaurant. Gene concerned Michael might be gambling, but Michael assures him he’s not.

Michael Clayton Beat Sheet Midpoint

72 – MIDPOINT: Mister Verne and associate murder Arthur, making it look like an overdose/suicide.

74 – As Michael leaves his father’s party, both he and Henry see TIM approaching. Tim apologizes and lets Michael know he’s clean and sober. Michael’s angry, drives off with Henry.

75 – Down the road, Michael stops the car and talks to Henry candidly…


Uncle Timmy...on his best day, he was never as tough as you...You’re not going to be one of those people who goes through life wondering why shit keeps falling out of the sky around them.

The phone rings...


77 – Michael meets with a detective who believes Arthur’s death was a suicide. Michael asks for access to Arthur’s apartment, but finds it must remained sealed pending a toxicology report.

79 – The firm meets in a bar to mourn Arthur. Marty and Michael are upset; share a drink. Marty believes the suicide was an accident, as Arthur didn’t leave a note and he always left notes.

80 – Barry interrupts: U/North wants to settle immediately. Marty and Barry leave.

82 – Suspicious of the suicide, Michel calls Anna, but her sister answers — Anna is in NYC.

83 – Michael visits Anna at her hotel.

83 – Outside the hotel, Mister Verne and his associate know Michael’s with Anna.

84 – In the hotel room, Anna’s upset. Arthur was to show her something that would win the case against U/North.

85 – Michael asks his brother Gene, the NYC detective, for a police crime seal. Gene’s extremely hesitant. If Michael gets caught, his career could be jeopardized.

86 – Michael breaks into Arthur’s apartment.

86 – Outside Arthur’s apartment, Mister Verne and associate contemplate their move.

Michael Clayton Beat Sheet Realm and Conquest

89 – Michael searches the apartment and finds a Realm & Conquest book with a receipt inside. Michael places the receipt in his pocket. Suddenly, two cops burst inside and arrest Michael (Mister Verne called the cops).

90 – Gene bails him out and tells Michael that his actions have put his pension in jeopardy. Michael questions brother how the cops got there so quick, but his brother’s too angry to care.


All these cops think you’re a lawyer. Then you got all these lawyers thinking you’re some kind of cop. You’ve got everybody fooled, right? Everybody but you. You know exactly what you are.

Michael Clayton Beat Sheet Assumption of Power

91 – ASSUMPTION OF POWER: Michael traces Arthur’s receipt to a print shop: Arthur had thousands of copies of Memorandum #229 printed, with a red cover similar to Realm and Conquest.

  • Michael now suspects Arthur was murdered.

92 – Mister Verne’s associate has followed Michael into the print shop. He now knows Michael has access to all the copies of Memorandum #229.

92 – Mister Verne and Karen meet regarding Michael and Memorandum #229.

93 – At Kenner Bach, Michael questions Marty: maybe Arthur’s intentions were right.


This is news? This case reeked from Day One. Fifteen years in, I’ve got to tell you how we pay the rent?

Michael Clayton Beat Sheet End of Act Two Turn

95 – END OF ACT TWO TURN: This case must settle immediately, as the firm’s future is at stake. Michael gets the check from Marty for $80k and does not push the Memorandum issue.

Michael Clayton Beat Sheet Act Two Decision

96 – DECISION: Michael settles his debt for the with the loan shark, Zabel.


97 – Michael gambles (scenes from the beginning).

97 – As Michael gambles, Mister Verne’s associate rigs Michael’s car with an explosive.

98 – Michael walks away from the poker game after only nine hands.

98 – Karen has a panic attack in the stall. She not only ordered Mister Verne to kill Arthur, but Michael as well.

99 – While walking to his car, Michael nearly stumbles upon Verne’s associate, mere seconds after he finished placing the explosive.

100 – Mister Verne and his associate tail Michael.

100 – Michael cleans up the hit and run dilemma.

103 – Michael approaches the horses, devastated over Arthur’s death and Memorandum #229.

104 – Mister Verne and associate, though unable to see Michael, make the call to blow the car.

Michael Clayton Beat Sheet Point of No Return

105 – POINT OF NO RETURN: Michael’s car explodes and, after throwing personal items into the burning car, he escapes into the woods unharmed.

  • Michael decides to play dead.
  • REALM & CONQUEST PAYOFF: Dialogue from the setup…


Nobody has any alliances. You can’t even say who you are, because you don’t know, maybe the person you’re talking to, maybe they were like your mortal enemy in the wars. So it’s just completely like everybody for themselves.


Sounds familiar.

106 – Tim picks up Michael. Michael forgives his brother.

106 – Kenner Bach lawyers receive the news Michael was killed in a car bomb.

107 – Karen proposes the U/North settlement to the stock holders. After the proposal, Don Jeffries asks her to leave so he can discuss the details with the stock holders.

111 – Outside the meeting, Michael appears and shocks the hell out of Karen. He tells her he has thousands of copies of Memorandum #229 and that he knows she had Arthur killed. Michael wants $10 million for his silence.


For such a smart person, you really are lost, aren’t you? I’m not the guy you kill! I’m the guy you buy! Are you so fucking blind you don’t see what I am?

112 – Karen agrees to pay Michael $10 million: an admission of guilt.

112 – Michael takes Karen’s picture and tells her she’s “fucked.” Don Jeffries exits the meeting, confronting Michael for upsetting Karen.


Who are you?


I’m Shiva the God of Death!

Michael Clayton Beat Sheet Climax

113 – CLIMAX: The police appear, but do not apprehend or question Michael. They arrest Karen.

  • Michael worked with his brother Gene to setup Karen and take down U/North (Gene forgives Michael).
  • Michael had a wire and recorded his conversation with Karen. She will be arrested for both Arthur’s murder and Michael’s attempted murder.
  • U/North will go under, as will Kenner Bach.


Michael Clayton Beat Sheet Epilogue

114 – Outside, Michael hails a cab.


So what are we doing?


Give me fifty dollars worth. Just drive.

116 – In the cab, Michael smiles.

116 – THE END.


Learn more about Michael Clayton



William Robert Rich
William Robert Rich

William Robert Rich is a story analyst, screenwriter, and co-author of Story Maps: The Films of Christopher Nolan. He's currently based in Austin, Texas.

Articles: 120


  1. I don’t know how long ago you wrote this excellent synopsis and if you’re still responding to questions about it, but I am in the dark about how Michael Clayton knew that Karen was behind the hits. He’s only had one brief meeting with her, and she seemed more an ordinary corporate stooge there than a criminal mastermind. He’s not that deeply versed in Arthur’s case or who Arthur’s adversaries were — all of this just fell into his lap a few days ago. She has bosses and subordinates who could have ordered the hits. I know he’s very smart and intuitive, but what led him to her? Or was he just bluffing out of a desperate hunch? Thanks.

    • Good question. It’s been quite some time since I’ve last seen it, but I did take the time to review the map. First I would look at the suspicious actions behind Arthur’s suicide: Arthur always left notes; He planned to meet Anna with the evidence needed to win the case; He died right after the phone call that would have endangered the settlement. Remember, it was three-billion dollar class action lawsuit that would destroy the company and Arthur was their badass litigator who turned against them. So, the motivation to have Arthur killed points to uNorth (or possibly, the firm) and that only points to the top. Then Michael goes to Arthur’s home and the cops arrive too quick, leading him to believe that the apartment was bugged as Arthur had speculated. Then, Michael’s car blows after he picks up the memorandum. But, in a sense, you’re right – it was a bluff. He had no hard evidence against her. It’s not like Mr. Verne would turn on her. What it boils down to is Michael is a gambler and his gamble finally paid off. He basically lost everything – money/career – but he got his soul back.

      • Just came across your answer. Thanks. It’s a good point that we should focus on his time in Arthur’s apartment. We don’t know just how much he learned there. Next time I feel cynical and hard-boiled, I’ll have to have another look at this movie.

      • I love this movie, thanks for your analysis. I think Michael knew Arthur was murdered when he saw the champagne in the fridge. I’m going to look to the script again and see why he assumed it was Karen..

      • Arthur knows his phones are being tapped, and he conveys this to Michael.
        After Arthur’s death, and the notice of U-North suddenly settling, Michael’s instincts tell him something’s not quite right; something dark. This is reasonable as not only is the timing bad, but when he decides to have a look at Arthur’s apartment in an empty building, suddenly the police show up (“Who called 911?”).

        He is a “fixer” after all. That character background alone and with his contacts in law enforcement and “People I know”; he would know what possibilities are behind Arthur’s suspicious death.

        So when he has the “Summon’s to Conquest” copy from the receipt in Arthur’s apartment in the “Realm & Conquest” (Truth and Justice says Gilroy), he certainly knows the risk (“What would they do? What if they found out about it? … Are you soft, they’re doing it?”).

        Certainly his own car blowing up amplified all of this.

        Where might he show up at this late our after Arthur’s death, the sudden settlement offer, him wondering (intelligently as a fixer) how he was caught at Arthur’s appointment, finally the big one: His car explodes.

        What to do? Go to the settlement meeting and hang. Who comes out? It’s a meeting of chance with the lead counsel. It’s obvious he contacts his brother (who knows about the “car bomb” as well as the firm does).

        All this is reasonable.

    • I believe the answer lies with Arthur’s missing briefcase.

      In Wisconsin, Michael asks the legal team where Arthur’s briefcase is, and no one from the firm knows. Later we see Karen has it. She takes it to Marty, and Michael later sees Marty going through Arthur’s things, noting, “We were looking for it.”

      If no one from the firm had the briefcase, but it ended up in Marty’s possession, then someone *not* from the firm must have given it to him. The only person in Wisconsin with any stake in what was happening, who would have had access to give Arthur’s briefcase to Marty, was Karen, who Michael met with. Marty even mentions Michael’s meeting with Karen during the same scene where Michael sees he has the briefcase, likely solidifying Michael’s assumption that Karen gave it to him.

      So when things start hitting the fan, it’s an easy leap that someone from U-North had Arthur killed, and who at U-North is close enough to the case and highly-placed enough to make that call? Karen.

      It’s still an assumption, and I love the other observations made that Michael’s play against her is a gamble – I never picked up on that – but I do believe the logic leading him to Karen is stronger that just a wild guess.

    • I think Michael saw the signatures at the last page of Memorandum #229, one of them was Karen’s. He knew from his previous talk with her that she was working on the case. Knowing now that her signature was there, he figured out that she must have been very interested in a) getting rid of it, therefore possibly having to do with Arthurs’ murder and the attempt on his, and b) that there is a chance she buys his offer to pay his silence. Thats’ why he contacted her. He also tells her something like ” when you proceed to the last page of the document”, reminding her on her signature there and that she personally would be persceuted if the Memorandum would be published, pushing her to accept his pretended deal.

  2. The car bomb moment makes no sense.
    Why would they stage a near perfect suicide for Author and a car bomb for Michael Clayton?

    Seems like a failure in the hitman’s logic. If you have already created a successful hit and then follow with a blatant Car Bomb? No logic what so ever. This would only open up questions to Author’s death.

    Also the wire is very convenient, a cliche in every crime/snitch movie.

    • Michael is a compulsive gambler and owed money to the kind of people who don’t take you to court. Doesn’t matter if he paid them back right before the car blew up; It’s the fact that many people – Marty, brother, ex-wife, co-workers, etc – are aware of his vice. Cops would most certainly start their investigation there.

  3. I think the film wraps up too quickly after the car bomb; Michael’s brother picks him up, then a scene or two at Kenner Bach, then into the shareholders meeting and the finale. I feel a little cheated, after the fantastic story and character development in the first two acts, that things are kind of shorthanded to the great last scene and the film ends. Would have loved 5 minutes or so of Michael’s moves before the final confrontation —

  4. I admire the economy of things in this movie. When Arthur and Michael meet in the alley Michael says to Arthur: “You keep pissing on this case, they´ll cut you off at the knees. Arthur replies that he doesn’t understand what Michael is talking about ( subtext: He doesn’t want to admit the danger). Michael knows power of Karen.

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