Miles Massey. Donovan Donaly. Rex Rexroth. Freddy Bender. Sarah Batista O’Flanagan Sorkin. Wheezy Joe. Romana Barcelona. Heinz, the Baron Krauss von Espy. These are the names of just a handful of the colorful characters populating the world of divorce lawyers, gotcha journalists, Hollywood hacks and gold-digging hustlers we meet in Joel and Ethan Coen’s 2003 screwball comedy Intolerable Cruelty. Generally seen as a lesser work in the canon of two of our finest American directors, the 20 years since its release allows us to look back with greater clarity on the pure venom that seeps into this wonderfully wicked lark that takes a genre in its heyday and subverts the ever-loving heck out of it.
Intolerable Cruelty was marketed as any other run-of-the-mill romantic comedy hitting the multiplex in the late ‘90s and early ‘00s starring some variation of Reese Witherspoon, Hugh Grant or Julia Roberts battling it out with their contentious co-star before finally realizing they were made for each other all along. One look at the poster, with its picturesque white background framing George Clooney smirking down at Catherine Zeta-Jones, with taglines above and below them—one saying “Engage the enemy” and the other “A romantic comedy with bite”—tells you everything you need to know about the audience Universal Pictures was trying to bring in for this.
Those viewers by and large rejected it. This is no surprise, as Sweet Home Alabama and Maid in Manhattan this picture isn’t. A razor-sharp satire from two of our most irreverent comedians, Intolerable Cruelty takes an ax to the modern rom-com by making us root against the very idea of love in this cynical, sinister world where the only gesture more romantic than signing a prenup to ensure you aren’t after your partner’s millions is for your spouse to rip that prenup to shreds because they trust you…allowing you the ultimate prize of taking them for at least half of everything they’ve got. Audiences rewarded this $60 million-budgeted picture (still the highest budget for a Coens’ film to date) with a paltry $35 million domestic box office—though its star power helped give it a little bounce back overseas for a $120 million worldwide total
What’s more unfortunate is how the critical community, those who had spent the better part of the previous 20 years crowning the Coens as two of the elite, also balked at this one. While it wasn’t a full-on disaster, the bloom unquestionably fell off the rose before the following year’s The Ladykillers, giving them a perceived slump before they bounced back with Best Picture winner No Country for Old Men. The disappointment of Intolerable Cruelty was largely chalked up to the feeling that the filmmakers were trading too much in precisely what the marketing was trying to sell us—that the genius minds behind Fargo and Barton Fink had sold out to give us a mainstream studio picture for the first time, and that their sensibilities clashed with the product.
This perception represents a fundamental misunderstanding of the cold, exacting dagger that Intolerable Cruelty drives through the heart of romance—gleefully smiling the entire time it does so. Indeed, the brothers didn’t originally intend for Intolerable Cruelty to be a picture they would direct. In the ‘90s, they took a job doing a pass on the script, which had been moving its way through the studio from hands including John Romano, Robert Ramsey and Matthew Stone, and even Carrie Fisher. It was a for-hire gig and the Coens moved on from it, only coming back around once their recent collaborator Clooney got his hands on their version of the script and wanted to bring them in to direct, with Zeta-Jones as his screen partner. While that could make you believe that the Coens didn’t have their heart in this one, Intolerable Cruelty is unmistakably a product of their delectably despicable minds as they put their characters through all manner of hell.
The crux of the story revolves around Miles Massey (Clooney), a marital attorney responsible for the famed and allegedly impenetrable “Massey prenup,” and his burgeoning feelings for Marilyn Rexroth (Zeta-Jones), a career divorcee whose most recent attempt at conning a man out of his fortune has fallen flat on its face thanks to Massey’s legal defense of her husband. These are two people who seemingly have no respect for the sanctity of marriage, nor even the purity of love, and their draw towards one another flies in the face of everything they’ve come to believe about the world and their identities.
“They both don’t really realize the trouble they’re in emotionally until they run into each other,” Clooney said of Miles and Marilyn. “They’re both romantics in this horrible, screwed-up life that they live.” While the ultimate destination of Intolerable Cruelty may be easy to predict from one glance at the poster, the wicked charms come in the journey to get there.
Per Clooney, “We all know the ending of a romantic comedy, that’s the toughest thing to do… and the truth is: that’s why actors don’t really do them that often anymore because it’s very hard to do a romantic comedy and go, ‘Hey, surprise! They’re going to get together!’ but here the journey was more interesting and a little darker.”
“A little darker” is putting it mildly. The depths these two go to retain the upper hand are as extreme as putting out a hit on one another, fully plunging us from screwball antics into straight-up noir. That sensibility is reflected in the doom and gloom that laces through Roger Deakins’ foreboding cinematography and Carter Burwell’s stomach-churning score, no better on display than in the scenes where Massey pays a visit to his boss Herb Myerson (Tom Aldredge), who treats Massey to sermons from his dark, dimly lit office where he’s strapped to the nines with wires and medical equipment, with magazines in his waiting room like “Living Without Intestines.” Herb is the ghost of Miles’ future if he stays on his current path, just like Marilyn’s frequently divorced and exorbitantly wealthy single friend Sarah who only has “a peptic ulcer to keep her warm at night.”
Miles and Marilyn are the smoothest operators in this game, two calculated customers who know the world they’re living in because they’ve been playing it for years. They present an equal competitor to one another, but something is missing. Miles is in mid-life crisis mode, bemoaning to his business partner “I can’t tell if you decide to become boring or if it just happens” while fixating on ensuring his teeth become as pearly white as possible to help shed the pain from the darkness lurking within—a fun little recurring trend for the Coens and Clooney, playing off his O Brother, Where Art Thou? character’s obsession with his hair. Marilyn is “the calm in the eye of the hurricane, not aware of the chaos she creates,” Zeta-Jones described, and yet every once in a while we get that glint in her eyes that shows she is as fascinated by Miles as he is her.
As is the case for any screwball comedy, a major key to the success of Intolerable Cruelty lies in the casting. With his disarming good looks long earning him comparisons to genre icon Cary Grant, Clooney plays well off those parallels by imbuing Massey with an almost suspiciously charming demeanor. The further the plot machinations descend him into a state of disarray, the more the actor leans into the Coens’ sharp utilization of his elastic expressions to fold Massey into what they’ve dubbed their “Idiot Trilogy” with the leading man, which also includes O Brother, Burn After Reading and eventually Hail Caesar! to turn into a quartet. Zeta-Jones modeled her acting style in Intolerable Cruelty off Grant’s Bringing Up Baby and The Philadelphia Story screen partner Katharine Hepburn. Her sharp wit and cunning rapport also feels reminiscent of Barbara Stanwyck, while she brings a steely reserve all her own.
The love language for Miles and Marilyn quickly becomes the slick sophistication with which they maneuver around each other: A dance of egos, a sport of seduction that plays out most effectively in what essentially becomes a con picture for the middle part of the film when Marilyn shows up at Massey’s office with her new fiancé, an oil tycoon named Howard D. Doyle. Played by Billy Bob Thornton with a Southern drawl poured as thick as molasses, Doyle is a bit of a dim bulb who goes on a million tangents anytime you try to get through a conversation with him. It’s clear that Marilyn is scheming to get her hands on his fortune. However, she requests a famed Massey prenup, an ironclad agreement that would prohibit her from receiving anything if the marriage falls apart, and Miles leans in with delight, following her journey to see how she could possibly squirm her way through this one.
To dig into the plot minutiae of Intolerable Cruelty would take considerable time, as one of its finest pleasures is how positively labyrinthine the twists and turns become. Just when you think you have a handle on how this story is going to unfold, the Coens toss another massive curveball that throws you for a loop yet again. At this point in the studio landscape, screwball comedies and rom-coms in general had become so set to a specific routine that you could simply plug them into an algorithm and they’d spit one out that would make a cool $100 million and send everyone home fed and mildly satisfied. Intolerable Cruelty dismantles that structure entirely, delivering left turns so exaggerated, so operatic, so totally outside the realm of what you’d expect, even (or perhaps especially) if you were a rom-com aficionado.
Case in point: Six months after the dissolution of Marilyn and Howard’s marriage (thanks to a riotous scene in which he dips their prenup in barbecue sauce and eats it), she is living large off his wealth when she and Miles run into each other in Las Vegas—the city of fast love, and even faster divorces. Miles is there to deliver the keynote address at a convention for divorce attorneys, titled N.O.M.A.N. (National Organization of Matrimonial Attorneys Nationwide). The two have dinner together, with romantic lighting and gentle physical touch that’s reminiscent of the sparks-flying restaurant scene between Clooney and Julia Roberts in Ocean’s Eleven. It’s a moment of two lonely souls living in this world of liars and crooks, longing for a connection and finding it in each other. Rushed with the prospect of finally achieving romantic bliss, the two hastily get a Vegas wedding wherein Miles signs a Massey prenup to ensure Marilyn he has no interest in her wealth, only for her to tear it up as a sign of trust and devotion.
The next morning, Miles delivers his speech to the sea of divorce attorneys all looking at him as this hero of soul-sucking, love-destroying fortune. However, he’s no longer the man he was last night. “Today, Miles Massey is here to tell you that love need cause us no fear,” he tells the crowd. “Love need cause us no shame. Love is… good. Love is good.”
He continues to explain how the cynicism he and others in this room have long used to protect only destroys—it destroys love, destroys their clients and destroys themselves. “When our clients come to us confused and angry and hurting because their flame of love is guttering and threatens to die, do we seek to extinguish that flame so that we can sift through the smoldering wreckage for our paltry reward? Or do we fan this precious flame—this most precious flame—back into loving, roaring life? The choice is of course each of ours. For my part I have made the leap of love and there is no going back.”
It’s a stirring, impassioned moment—a man completely turning his life around and accepting love for the first time, accepting love for good. Yet, something about it feels hollow in the world of Intolerable Cruelty. In every other romantic comedy, this would be the triumphant ending that would allow Miles and Marilyn to ride off into the sunset together. In Intolerable Cruelty, the moment of triumph is almost immediately undercut by Miles’ realization that Howard Doyle was… an actor, a man Marilyn hired to pretend to be rich so that she could deceive Miles into thinking she was wealthy in order to con her way into marrying and divorcing Miles and leaving him a shattered wreck with no prenup to defend himself.
A little dark is indeed putting it mildly. For those who watch Intolerable Cruelty and see it as the Coens selling out to make something more mainstream and palatable, I’d suggest watching that sequence in juxtaposition to the myriad rom-coms hitting the multiplexes in this era. That alone will make you rethink the idea that this picture is anything made for wide audiences to digest like a piece of popcorn fluff. Intolerable Cruelty is a wonderful time at the pictures, but it’s got a heart as acidic and comedy as gnarled and black as anything found in the Coens’ more outwardly sinister productions. Even the eventual “happy ending” is ultimately a celebration of divorce rather than marriage, as Cedric the Entertainer’s private investigator Gus Petch launches his hit new show America’s Funniest Divorce Videos and our characters watch on with pleasure as he gets an entire live audience to proclaim “I’m gonna nail your ass!” Love and happy endings have no place in the world of Intolerable Cruelty, and that’s exactly how Joel and Ethan Coen like it.
Currently based in Newark, Delaware, Mitchell Beaupre is the Senior Editor at Letterboxd, and a freelance film journalist for sites including The Film Stage, Paste Magazine, and Little White Lies. With every new movie they watch, they’re adding five more to their never-ending Letterboxd watchlist. You can find them on Twitter at @itismitchell.