“Every studio, major and minor, rejected it” – McQuarrie on The Usual Suspects


By David Konow.

Christopher McQuarrie

Christopher McQuarrie

When The Usual Suspects came out in 1995, it was a movie that took all the rules of film noir and turned them upside down. The film’s success was a hell of a big break for Christopher McQuarrie. Not only did it immediately establish him as a hot screenwriter, it also won him the Academy Award for Best Original Screenplay. However, it might not have been. McQuarrie almost chose a career in law enforcement, and was about to enter the police academy when he got a fateful call from his childhood friend, director Bryan Singer. The feature they wrote, Public Access (1993), tied for Grand Jury Prize at the Sundance Film Festival. Yet even after their success it was tough to get anyone interested in financing The Usual Suspects until a trio of European financiers called Trinity gave Singer enough money to approach actors and put a cast together.

The money fell through after the cast was set and Polygram/Spelling Pictures picked up the negative costs. Singer and company worked fast and shot Suspects in thirty-five days on a $5.2 million budget. McQuarrie and Singer clearly had the last laugh. Variety called the Suspects screenplay “one of the most elaborate, tangy, and solidly satisfying original crime scripts in a long while.” As the London Times put it, most of the studios turned it down for being too complex and clever, which is exactly what the critics and the public loved about the film.

If McQuarrie never wrote anything of merit after The Usual Suspects, his place in the screenwriting pantheon would be secure. Thankfully, he followed this up with Way of the Gun, a tough, violent, and very clever film that pulls no punches and takes no prisoners. Gun has terrific dialogue, a lot of twists and turns, of course, and a gut-wrenching climax that will have you running for the Pepto-Bismol.

Kevin Spacey as Verbal in The Usual Suspects

Kevin Spacey as Verbal in The Usual Suspects

You’ve said The Usual Suspects was the eighth script you had written. What did you learn from writing the first seven?

It was actually the fifth. Only one of the others got made and the other three are all projects I have abandoned or outgrown, though one of them I worked on for years and lifted scenes from for Way of the Gun–the torture scene and the card game. I would say I learned more from that script than any of the others because I never gave up on it. I can read the different drafts and see how much my writing changes over the years, how I come at the same story over and over as a different person every time. But I learn from everything I write. In fact, I learned more about writing by directing Way of the Gun than in all the writing I did previously. The most important thing I learned was this: everything can always happen much sooner, much faster, and with much less said about it.

Do you outline when you write?

I only wrote index cards for Suspects after the first thirty pages or so because I was losing track of things. I never did an outline and just followed the question from scene to scene as I went. The first draft of Suspects was two weeks. It was miles from finished, though. The subsequent drafts took about five months. That was before I saved drafts. I would just go in and make changes. But we were exhaustive. Bryan Singer and I gave the script to everyone we knew and addressed every question no matter how inane. We had to be certain we covered our asses.

Suspects is obviously a very intricate film where many of the pieces fit like a puzzle. Was it a blessing that you wrote a film that was so complex that it would be hard to be re-written by others?

Well, it was never for sale, so it was in no danger of being rewritten. I have yet to put myself in a position where I would be re-written, though I am writing several projects for studios now that I can see ending up like that. But your question gives me comfort. Maybe I can make such a mess of things they can’t get anyone else. Time is certainly on my side. They all have strict start dates.

Pete Postlethwaite as Kobayashi, Stephen Baldwin as McManus and Gabriel Byrne as Keaton

Pete Postlethwaite as Kobayashi, Stephen Baldwin as McManus and Gabriel Byrne as Keaton

Suspects hinges on the ending; did you feel you were taking a big risk with the end?

We never stopped to consider risk in those days. We simply talked about all projects as if they were already getting made. We were very naive. That is the real strength of The Usual Suspects. We were so oblivious to the rules, we didn’t know we were breaking them. Only when it was getting made and I started to take meetings for other jobs did I understand what we had done. I was told no one used flashbacks anymore, that it had been a bold choice. Our line producer pointed out to us in pre-production that our narrator was lying. I went to see Romeo Is Bleeding when we were cutting the film and said to a friend how much I wanted to write a film noir someday. We were completely ignorant then. We just wanted to make movies that filled an empty space; that satisfied us.

A lot of the film can be left open to interpretation, the entire thing could be a lie, parts of it could be true…. Is there a definitive version of what really went on or do you want the audience to come up with their own ideas and theories?

Singer and I fought about that until the very end. He has one scenario, I have another. The film would not work if it answered all of your questions. I have heard many theories about what happened and some of them are so good I wish I had written them. To me, a film that answers all of your questions is pointless. People are paying a lot of money to support your bullshit. If you don’t give them something to take with them, you are a thief, a lousy storyteller. To that end, you also have to take something away from them, rob them of some fulfillment. Without mystery there is no love affair. That same thinking made The Sixth Sense the hit it was, a movie you had to stay with and watch again. Or The Blair Witch Project. Like it or hate it, it is a movie that relies almost entirely on the imagination of the viewer, active participation. It proves that the best films are interactive. Suspects is what it is because we never stopped to consider the audience as anything but people who loved film as much as we did, who were meticulously anal about detail and ripped films to pieces. We were too busy making the movie to realize we had done anything of interest to anyone but ourselves.

Haley Joel Osment as Cole Sear in The Sixth Sense

Haley Joel Osment as Cole Sear in The Sixth Sense

When the script went around and people read it, was the structure ever an issue? Did anyone say, “This is too confusing,” or ask you to change the script at all?

Every studio, major and minor, rejected it. Miramax said they would distribute it if someone else footed the bill. No one understood a word of it, except Kevin Spacey, for whom we had written it. Our commitment to an actor at Kevin’s level at the time coupled with a convoluted script meant death. Even when the financing came in, they urged us to get rid of Spacey and find someone with foreign value. But we saw him as crucial. At the time he was relatively unknown in the mainstream, and we knew that casting him as Keyser was key, that an educated audience would see a name actor coming from the first act. That is the real trick behind Suspects, I think. People subconsciously dismissed Kevin. An actor they didn’t recognize would never be revealed to be the villain behind it all. “No matter how much it might look like that, I can’t believe it. Movies just don’t work that way.” You never fool the audience without their consent. Try explaining that to Sony. It came back to me that one exec watched the film and said: “Remake it with Mel Gibson in there and you’ll have a hit.”

You obviously had tremendous success with Suspects. What was it like to struggle then have such a big breakthrough like that? And how did it feel to win the Academy Award?

Bryan Singer and [Producer] Ken Kokin did the struggling. Bryan called me after graduating from USC when he got an offer to direct his first feature for some independent financiers. I was only in town three months before he had the money together. That film, Public Access, did well at Sundance and got independent money interested in Suspects. As for the Oscars, I knew Kevin would win. I bet several of my friends that he would. Oscars always go to the guy who is crippled or crazy, in this case he was both. And Kevin was a better actor than anyone was giving him credit for. But I was certain it would be Randall Wallace for Braveheart‘s script. Just certain. We were sitting next to each other that night and when Braveheart won its third or forth Oscar, I turned to him and said, “Ride the wave, motherfucker.” Hearing my name, and hearing it pronounced correctly no less, just sort of shut me down. When I woke up, I was back in the lobby with this thing in my hand, and everyone was looking at me very differently.

Mel Gibson as William Wallace in Braveheart

Mel Gibson as William Wallace in Braveheart

Then I recalled the night we first screened Suspects at Sundance and the reaction after the film. The lobby was packed with people and everyone had questions, and we knew we had a solid film. Benicio Del Toro came up behind me and whispered in my ear: “All glory is fleeting,” the last line from Patton.

When I turned around, he was ducking out the door with people chasing after him. He had gone into the theater almost anonymously. Now, suddenly, he was “that crazy guy in Suspects.” I went home after the Oscars to find that no one had let my dog out all night. He had shit all over the rug. I stripped down to my underwear and started cleaning up this mess with my dog just staring at me and an Oscar on the living room table. I went to the phone and put the last speech from Patton on my outgoing message and got out of town. I saw it as a victory for all of us, something we could use as a weapon to make more of the films we wanted to make. But the doors it opened weren’t the doors I wanted to go through. They don’t want to make your films, they want you to make theirs. You feel like your career in independent film, truly down and dirty independent film, is over. Don’t get me wrong, it was a great honor, and I am grateful for it. But you can’t go back after that. You’re never the same writer again. Or so I thought until Alexander.

Ryan Phillippe as Mr. Parker and Benecio Del Toro as Mr. Longbaugh in The Way of the Gun

Ryan Phillippe as Mr. Parker and Benecio Del Toro as Mr. Longbaugh in The Way of the Gun

Before Way of the Gun you were going to make Alexander the Great [from Peter Buchman’s script], your directorial debut. What happened?

My former agent, Jeff Robinov, left ICM to work at Warners and asked me to bring a project to him. I brought him the 200+ page draft of Alexander almost as a joke. He didn’t flinch. He just ran it through. Buchman, Ken Kokin, and I developed the script ourselves as equal owners of the material. We all get paid the same, and have mutual control; no one party can make a move without the other two. It was a great system. It prevented anyone from getting out of hand and forced us to work through everything. It was a refined version of what Suspects had been like without all of the screaming. We refused to take a standard development deal from the studio. Instead, they had to pay us month by month for as long as they had it. Thus, we were protected from turnaround and development hell. With Jeff, we trimmed forty pages and refined a lot of what was wrong with the material. Warner’s flew me to London to meet with their physical production guys. We did hundreds of pages of storyboards along with Roger Deakins, who was attached to shoot it.

We could never agree with the studio on two key issues: when it should end, and who would be Alexander. None of the stars that guaranteed the movie were right, and Warner’s had a different number one guy every other week, depending on who had just had a huge release. We loved Jude Law, but at the time, he was another Spacey; they insisted he would never, ever open a film. At the end of a two-year process, it got as far as Terry Semel, who told us to come back in a week and we would talk about moving ahead. A month later, the meeting finally came and Semel never showed. Lorenzo DeBonaventura came into the room and told us they could not say yes. It wasn’t no, just not yes. We were welcome to take the project anywhere and come back to Warner’s anytime, implying it would meet the same fate everywhere else. He was right. We shelved it that day. We knew it was folly, but it was the only thing I wanted to make. I had to try. Now that I have directed a comparatively miniscule film, I am grateful. It would have been catastrophic, no matter how much support I had. I was not the fluke director I had been as a writer. It may have been the one wise decision Semel made in his last years at Warners.

gun 5

How soon after Alexander fell through did you start working on Way of the Gun?

With the end of Alexander, I hit bottom. I knew I had to make a film with some commercial success to be taken seriously. Suspects, despite its reception, was never widely released and made very little money domestically. A friend at Kopelson asked me to look at an article they had, which they thought would make a good movie, but no one had been able to crack it. I loved it and I pitched it to Fox. I told them I would write and direct it for scale, take no back end and live on craft service while I shot it. I simply wanted the opportunity to make a film now, to get in the game. I told them to find a figure they were comfortable gambling on me and I would bring the film in. We made Suspects for five million, Public Access for $250,000. I was willing to accept whatever budget they were throwing out, so long as I could make something that was mine. I was not off the lot before my agent called me. Fox told me to get fucked. No money. No control. No nothing. They didn’t want my input, they just wanted me. For nothing. I went right from that meeting to have coffee with Ken Kokin and Benicio Del Toro. All of us had been having similar experiences. Benicio asked me why was I not making a crime film? I had to make a crime film. It was cheap and it was the one thing they were sure I could do.

I had been resisting this since Suspects, not wanting to be pigeonholed as a crime guy. But what did I have to lose now? I was back to where I was when I wrote Suspects in the first place: unemployable and ready to make trouble. I wrote down ten names, actors that any studio would make a film with. I told Beno to pick the one he most wanted to work with. He did. He picked an actor who had expressed great interest in working with him. I then set out to write Way of the Gun.

gun 4

The first thing I did was to write a list of every taboo, every thing I knew a cowardly executive would refuse to accept from a “sympathetic” leading man. The first ten pages of the script were originally a prologue, a trailer to another movie starring Parker and Longbaugh, aliases that were the real names of Butch Cassidy and the Sundance Kid. It was to be shot as slick and hip as possible. Guy Richie and Michael Bay but with horrible, unspeakable acts of violence and degradation. Four minutes of glamorized but unqualified brutality. We cut it in preproduction, realizing this would get us killed. If I failed in perfectly mimicking the films I was sending up, it would just be a spoof, and the message would be lost. It was also taking an enormous amount of time away from the shooting of the actual story. We cut it in preproduction, despite the fact that it was everyone’s favorite part. This fact was not lost on Ken Kokin, who pointed out it would have been even worse if the first four minutes were everyone’s favorite part of the finished film. I had heard so much crap during Alexander about what a sympathetic character could and could not do, what was not right, what would “lose the audience.” Not that your character couldn’t do whatever he liked, mind you, it just had to be made palatable. People he killed, commandments he violated, women he abused had to “deserve it,” an utterly contemptible side effect of political correctness.

No matter what Hollywood says, we are making no effort to tone down violence, only make it more presentable. If Hollywood has anything to do with Columbine, it is that. I was raised on The Man Who Would Be King, a film about two completely likable guys who betray the faith of an entire nation and end up shooting into a crowd of unarmed priests. They never apologize for what they have done, they only apologize to each other. Each suffers a terrible fate, and for one it is far worse than death. Basically, I was bitterly angry at the system and had something to prove. This would blow up in my face later on. The actor Benicio picked from the list was very excited about working with him. He came to Beno’s house personally and picked up the script. We never heard from him again. After his last film, I take it as a godsend. But we never heard from a lot of actors again. Only Ryan Phillippe was willing to meet it head-on and without hesitation. Here he was at a point in his career when he had to choose very carefully what he did next, something of which he was very much aware. Whatever you think of Ryan, he has enormous balls. He was besieged with choice offers, and we didn’t want him, but he would not take no for an answer. Ken Kokin pointed out to me that more than anything, we wanted to be working with people who wanted to work with us, and that I had once been vehemently opposed to another actor for Suspects: Benicio Del Toro. Ryan took the role and Artisan funded the film, the only studio who responded to the material. We were back.


In the film, there are a lot of rules and codes laid out for the criminal life, an order of how things should be (Can’t do business with a bagman, “Superman never gets the girl”). The Usual Suspects played with the rules of what audiences expect in a mystery. Is the criminal code you’ve come up with for the film along the same lines?

I suppose so. I am not interested in characters who are evil or cruel for cruelty’s sake. To that end, the characters in this film would prefer to avoid violence. It is messy and even, God forbid, consequential. A great deal of effort is made by the characters to avoid killing in this film, as well as to focus on the effects of it. As the characters came together, they all seemed to understand this. They saw themselves as something better than just hired guns. They have dignity, self-respect, and restraint. A code.

There are some really terrific one liners in the film such as “A plan is a list of things that don’t happen,” and “Karma is justice without the satisfaction.” What’s the key to writing a good one-liner that isn’t cliched?

Truth is never a cliché. The plan line was all about the certainty of Alexander going to hell. The Karma line speaks to my hatred of revenge as reward, of immediate gratification and what it has done to story. There is no poetry in an eye for an eye, no real irony, and no lasting satisfaction. Thus, no justice. Movies tell us that justice is for the victim, but not for the offender. I believe otherwise. You may not agree, but it is my truth. You’ll get better lines if you write from that place every time.

Like the end of Suspects, Gun has some great twists. What is the key to coming up with an unexpected turn of events that the audience won’t be able to guess?

If it’s the first thing that occurred to you, it will be the first thing to occur to them. Guaranteed.

Juliette Lewis as Robin

Juliette Lewis as Robin

Having a pregnant character in the film really gives a unique twist to Gun in that it adds a whole new sense of danger.

We knew that we wanted to make a crime film, and we all agreed on a kidnapping. But we were stuck as to one that would be original, or that presented an interesting challenge. My biggest problem was the ransom. Getting it was always the hangup in the “perfect” kidnapping scenario. My wife suggested a story she had heard about a wealthy couple who had hired a surrogate mother to have their child. They had hired bodyguards to watch her twenty-four hours a day, not only to protect her from any possible harm, but to watch her as well. What she ate, drank, etc., essentially protecting the baby from the surrogate. The implications were immediate and compelling. You have the solution to the ransom. We hand over the baby, but we keep the girl. A two-stage kidnapping, if you will, two-ply protection. It just all flowed from there. I loved it. She’s a genius.

The middle of the film, where we find out what everyone’s stake in the child is, gets very complicated. When you were writing, were you ever worried that it would be hard to make all the complications resolve themselves?

I was actually determined to write a very straightforward, twistless story, knowing that no twist I could come up with would match the end of Suspects. It was only as I was rewriting the script that the relationships between the characters began to occur to me: she is related to him and he is his son, etc. The relationships were fairly unremarkable in and of themselves. What interested me was the situation in which these people were now entangled, and when you found out who they were. The resolution remained almost exactly the same, it just had a deeper meaning, greater implications.

Why did you want to direct? Do you get more control over the material?

I have realized you never have control over the material. Nothing ends up like you think it will. The director’s “control” is bullshit. You are at the mercy of the fates. Originally, I wanted to direct to make a movie that would allow me to make Alexander. Now I just want to make movies.

gun 3

Way of the Gun was released by Artisan, an independent. What are the advantages of working with an independent company as opposed to a major studio?

We never even tried to make Way of the Gun at a studio. We knew they would never do it. It was dead from the first words out of Parker’s mouth and I wasn’t about to change that line. Artisan–Bill Block, Amir Malin, and Andrew Golov [their head of production]–understood one thing better than anyone: common sense. With Artisan, there was no battle, there was no war, there was only the film. They honestly reaffirmed my faith in filmmaking. If you could explain to them your reasons for why you wanted something, you got it. If they didn’t want it, they had a good reason why. I went on a three-week honeymoon in the middle of post and offered Bill Block the cutting room when I was gone. He and Andrew Golov made excellent changes and many are in the film. Not one was imposed. Would I do that at Warners? Not if you cut out my liver with a rusty shovel.

Way of the Gun is a very unsettling and violent film. Some filmmakers feel that violence in films should be brutal and unflinching to show the realities and cost of violence. Do you agree?

I agree that violence should never be without consequence. However, I think it is a lie to say that all violence meets its “just reward.” The world is just not that simple a place. To say that every wrong is met with a definitive right, or that vengeance is a noble pursuit, is infinitely more irresponsible than any act of violence you could portray. Hollywood’s response to political correctness is sanitized violence; cause and effect, eye for an eye. Essentially, the rules that govern violence and make it presentable in film today are no better than a lynch mob. Do I believe that violence influences people? I think film’s influence is overrated. Movies might teach you how to dress, or how to hold your cigarette, but I have to believe human beings are more in control of their actions than whatever group scrambling to make its political point would have you believe. I am certain I saw more violent movies as a child than your average kid, and I still let cockroaches live their lives. Movies do less to influence one’s intentions than one’s actions. Taxi Driver didn’t make Hinkley shoot Reagan, it simply helped determined the fashion. And if you argue that the fame, the glamour that is associated with the act, is some sort of motivation, which I agree with, then CNN and Time did more to make Harris and Klebold household names than all of Hollywood ever will. At least as cartoony and ridiculous as Hollywood violence is, it has consistently conveyed the message that good triumphs over evil and psychotic, gun-wielding losers just end up dead and forgotten. And that’s not because of a million marching moms. It’s good business. It’s what people want to hear.

This article first appeared in Creative Screenwriting volume 5, #2



DAVID KONOW is a writer from Southern California. He is the author of three books including <i>Bang Your Head</i> (Three Rivers Press) and <i>Reel Terror</i> (St Martins Press). He has also contributed for such publications and websites as <i>Esquire</i>, <i>Indie Wire</i>, <i>L.A. Weekly</i>, <i>Deadline</i>, <i>The Wrap</i>, <i>Tested</i>, Turner Classic Movies, <i>Rue Morgue</i>, <i>TGDaily</i>, <i>Fangoria</i> and more.

Improve Your Craft