The Lookout

Buena Vista

Scott Frank wrote some of the best films of the past 20 years. His work on Out of SightGet Shorty, and Minority Report is nothing short of fantastic. After plenty of experience as a screenwriter Frank finally got behind the camera in 2007 with The Lookout. His snowy neo-noir was a hit with critics, but didn’t perform quite as well at the box office. That’s a shame, because it’s an exceptional dramatic thriller, boasting outstanding performances from Joseph Gordon-Levitt, Isla Fisher, Matthew Goode, and Jeff Daniels.

You also couldn’t ask for a more rewarding script: it takes its time for quiet moments, and yet moves at an exceedingly fast clip; everything set up has a satisfying payoff; and Frank’s original story plays with archetypes. The friendly cop could’ve been a bumbling moron with a gun, but when he’s in a shootout, he’s portrayed as a genuinely competent enforcer. Frank also subverts expectations with Lovlee (Isla Fisher), an empathetic, three-dimensional femme fatale.

There’s so much to love about this movie, which is why it’s disappointing Frank hasn’t directed more the past few years. After a seven year gap we’re seeing his sophomore effort A Walk Among the Tombstones hit theaters in a few weeks. It’s a detective story perfectly suited to Frank’s talents.

As for The Lookout, Frank begins the commentary welcoming us “to another episode of how the rookie director screwed up.” What he meant to say is, “Here’s another episode of how the rookie director got it right.”

The Lookout (2007)

Commentators: Scott Frank (writer/director) and Alar Kivilo (director of photography)

1. Initially the film was going to open with a shot of a joint being lit and turning into a firefly. “Thank God we let go of that one,” says Frank. Originally there was more pot use in the movie, but it got cut for pacing. All the fireflies in the opening are CGI, by the way.

2. Joseph Gordon-Levitt’s character Chris Pratt (no kidding) has an apartment designed by David Brisbin (Drugstore Cowboy), which was mostly shot on a stage. When they weren’t shooting in an actual apartment they didn’t have to worry as much about lighting and time. One color you won’t see in Chris’ apartment and for most of the film: green. Kivilo included green in one shot, but they made it yellow in post-production.

4. Frank is frustrated he didn’t shoot at least one clean single of Chris when’s talking to Janet (Carla Gugino) in the coffee shop, adding a little punctuation of Joe alone in a shot. Time prevented it.

5. They shot with the Genesis because of all the night shoots and tight spaces. They thought anamorphic looked great in their tests, but it wasn’t practical. They wanted to shoot widescreen no matter what, though, because of the big wide open vistas. Superman Returns and Apocalypto were the only films to be shot on the Genesis by that point, so they went out on a limb going with it.

6. They built the bank in an old town museum. They resisted the urge to make it look beautiful, because they wanted to make it seem like a real small town mundane bank. This decision created challenges with the reflections caused by all the glass inside.

7. Frank says first-time directors generally use too many close-ups, but by the second week of shooting, he was begging to get the camera closer.

8. The duo discuss the danger of long and slow shots. When the villains are introduced in silhouette, as written in Frank’s script, it’s a slow reveal with the camera gliding past the car. Frank and Kivilo say it’s tricky because you can’t change much about the shot if you need to pick up the pace.

9. When Gary (Matthew Goode) is introduced at the bar, Frank felt it was best to show the two talking largely in two shots. As Kivilo puts it, you see the spider trapping the victim.

10. They only had time for three set ups when Chris meets Lovlee. Frank wishes he could’ve given Lovlee a close-up, shown her figure, and included Gary and the others playing pool in the background.

11. Frank wanted to subvert expectations with Lovlee. When she seduces Chris she’s wearing an old-fashioned nightgown and the set and lighting is much warmer than the rest of the film.

12. Certain scenes were cut to the bone because they worried about the deliberate pace of the story. Even while shooting Frank was concerned about following a quiet moment with another quiet moment.

13. When Chris is at the farmhouse celebrating Thanksgiving it was shot as sensory overload, making it an editor’s nightmare: lots of shots, people getting up and plenty of movement. They were also so pleased with the set they didn’t fill it with smoke, which a lot of movies do to make a set more cinematic.

15. Frank and Kivilo warn against having too many push-in shots. They can lose their power if used too frequently.

16. A lot of people have asked Frank about the symbolism of the neon cross outside of Chris’ window. It means nothing. They just thought it was cool. Next time instead of a cross, Frank plans to use a company sign.

17. When Chris decides to rob the bank the camerawork becomes more kinetic. The camera moves more, there’s less snow and there’s brighter lighting, reflecting Chris’s confidence.

18. The problem with making snow on the day is that you have to clean it up and have to worry about the wind. Often they’d just make CGI snow in post.

19. The heated exchange between Lewis (Jeff Daniels) and Lovlee wasn’t originally in the script, but Frank always had it in mind. Daniels said he’d do the movie if Frank wrote that scene. Chris’ reaction shots in the bedroom were actually from the opening of the movie, but they instead darkened the shots and used them for this conversation.

20. One of the best shots in The Lookout was a happy accident. When Lovlee discovers the gun in the robbery car, her red hair, the red car and the red barn in the background make for a striking image. Kivilo says the neat stuff works best when it happens organically.

21. Since Lewis is wearing sunglasses for a lot of the movie, Jeff Daniels was very conscious of where not to move his head and cause a reflection. Kivilo praises his performance, saying it’s “amazing when you feel a character’s pain when you can’t see their eyes.”

22. When Lovlee gets in the cab she originally had a bruise on her face, implying Gary hit her. They even did a take of Gary hitting her with his elbow. Frank decided it’d be too melodramatic and it’d be better if she left because she had enough. Since you don’t see the cab driver explicitly put her bags in the trunk, some were confused where Lovlee is going.

23. Frank wasn’t concerned with how they actually break into the vault. He thinks the audience doesn’t really need to know how, and he wanted to keep the focus on Chris instead.

24. The only glitch they had with the Genesis was with the robbery shootout. When they tested it, it looked great, but the images ended up looking too sharp. It’s the only scene in the movie that was obviously shot digitally.

 25. Day three of shooting was a nightmare. For the confrontation towards the end on the ice rink, cars were going by and the sun was too bright. Since they had to race to get the scene done, they shot it handheld and allowed it to be a little messy. Frank and Kivilo agree the camerawork serves the scene well.

26. Frank wasn’t sure if he wanted Gary to die when Chris leaves him, so Matthew Goode decided to keep his eyes open for the final shot of the character.

27. They were going to have a shot of Lovlee on the bus at end during Chris’ final narration, but Frank felt they established that she had left town already (in the cab). Now he’s unsure because people ask him about it frequently.

Best in Commentary 

  • Frank: “I made a classic rookie mistake. You’d think after 20 years on set I wouldn’t call cut too early.”
  • Kivilo: “Filmmaking isn’t a science. You never quite know what is going to produce the response you’re going for.”
  • Frank: “Joe wanted to make his fingernails as fucked as possible. I remember having that discussion.”
  • Kivilo: “It always makes me feel better when there’s an incredible performance happening, because you know that’s what people are going to be experiencing and watching.”
  • Frank: “I didn’t want any steadicam. I wanted it to be really classically shot. I also knew I didn’t have the chops to reinvent the aesthetic on my first film. I really thought that not only did the material suggest it, but it’d be a better target for me to hit.”

Final Thoughts 

A must-listen for aspiring directors. There’s plenty of lessons to be learned here when it comes to mistakes often made by first-time filmmakers. Frank spends a lot of time discussing what he feels he got wrong on The Lookout, all the challenges a serious lack of time posed, and other difficulties the production faced. Rarely does a scene go by where Frank and Kivilo don’t say, “This was tough to shoot.” They both dive right into the nuts and bolts of the film. There’s some discussion about the performances and how certain scenes came about, but the two mostly focus on the technical side of the things.


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