Charles Grodin and Robert De Niro in "Midnight Run."

Credit: Universal

If you've been following me for even a short amount of time, you probably know that "Midnight Run" is my favorite movie - not the best movie I've ever seen, but the one that gives me the most enjoyment, time after time, year after year. I quote one of Charles Grodin's lines as the sign-off to each week's podcast, use the soundtrack's cover image as my avatar on most social media, will frequently reference it in my writing, and even wrote a long post on it a few years ago on the old blog.

But after seeing it in a movie theater not long after it was released back in the summer of '88(*), I'd only ever watched it on home video, sometimes alone, sometimes with friends, occasionally with my indulgent wife. A couple of weeks ago, though, my friend Steve told me that the 92nd Street Y Tribeca was not only screening the movie, but following it up with a Grodin Q&A, and even though this was in the heart of my busiest time of the year, work-wise, I couldn't resist going, for both the movie and The Duke.

(*) "Midnight Run" and the first "Die Hard" hit theaters within five days of each other that summer. If those two aren't the best example of their respective sub-genres, they're at least in the discussion. When I was fourteeeeen, it was a very good year...

I had initially planned to do a post just on the Q&A, but to be honest, it was kind of a bust. Grodin did close to 90 minutes, but I'd wager that at least 60 of that was devoted to discussing his advocacy work on behalf of non-violent offenders with long prison sentences. He opened with a long monologue about it and managed to steer most of the movie-related questions back to it eventually. (A couple of times, he instead steered the discussion towards his playwriting ambitions.) I don't begrudge the guy for emphasizing something he feels more passionately about than his acting career - and taking advantage of a captive audience to do it - but anyone who came hoping for lots of funny anecdotes about what it was like working with De Niro, swimming in that river in New Zealand, etc., came away very disappointed. (A Twitter follower who was also in attendance compared it to my stories of the Oprah filibuster.)

But I'm still glad I went. Not only do I never get tired of that movie, but seeing it with a small but enthusiastic audience allowed me to look at it with new eyes for the first time in a long time. There were bits that I had assumed only I found hysterically funny, but that the crowd exploded in laughter at, like The Duke ordering tea from the Amarillo coffee shop waitress. And there's an added energy you get from sitting in the middle of an engaged, well-behaved audience that's simply not there in a living room, even with the best home theater system money can buy. When Jack's daughter walked in on the middle of his argument with his ex, the emotion in the theater was palpable.

It was very, very cool - so cool, in fact, that it inspired me (a bit belatedly, thanks to start-of-season workload) to do another post on why I love "Midnight Run" - discussing the movie and its plot in great detail, so if you haven't seen it yet, go buy or rent the DVD already - all coming up just as soon as I go get some donuts...

"Can I ask you something? These sunglasses, they're really nice: are they government-issued, or all you guys go to the same store to get them?"

Grodin's is the performance you remember, and I'll get to him in a minute, but Robert De Niro is so fantastic as cop-turned-bounty-hunter Jack Walsh that I want to start with him.

De Niro is one of the greatest actors the cinema's ever seen, so it shouldn't be a surprise that he can deliver an indelible performance. But in light of his career both before and after, his Jack Walsh is kind of startling. Going into the movie, he was known, understandably, as a powerhouse dramatic actor, one with a pair of Oscars on his mantle for playing the young Vito Corleone and Jake La Motta, and though there were sometimes funny moments in his films, he'd never done a pure comedy before. "Midnight Run" was actually something of a consolation prize after he failed to get the Tom Hanks part in "Big," and though the movie features action, suspense and genuine drama (more on all of those in a bit), it's primarily a comedy, and De Niro is incredibly funny in it. Though it would have been easy for De Niro, director Martin Brest and writer George Gallo to just make Jack the straight man to The Duke, he's given a wonderful, blunt, sarcastic sense of humor and can play off of every character in the movie. (He's nearly as funny opposite, say, Yaphet Kotto as Alonzo Mosley as he is with Grodin.)

Given how many comedies De Niro has made since, the performance should seem a bit less surprising, but it still is. The "Analyze This" and "Meet the Parents" franchises essentially ask De Niro to spoof other roles he's played - or just the idea of Robert De Niro, screen icon - and you can see him starting to coast as those series move along. Jack Walsh is an actual character invested with real humanity by De Niro and his collaborators; he's not funny just because Robert De Niro is playing him, but because he's playing him so well. A lot of ridiculous things happen in the course of this film - Jack shoots a helicopter out of the sky with a pistol, for Pete's sake - but DeNiro grounds that even as he's getting big laughs as this filthy, rude, foul-mouthed ex-cop.

"Why are you unpopular with the Chicago police department?"

"Midnight Run" was in development for a long time, at multiple studios, and at various points, The Duke was going to be played by Cher (The Duchess?) and Robin Williams. It's easy, if a bit cringe-inducing, to imagine the Cher version (probably not too different from that Gerard Butler/Jennifer Aniston movie), a bit tougher to wonder what Williams would have done with the role. (Brest wanted improvisation, which could have turned Williams loose to just do funny voices from his stand-up act, but this was also a period when he gave some of his best, subtlest performances in movies like "Moscow on the Hudson" and "Dead Poet's Society.")

But Brest and DeNiro pushed for Grodin, and they got him, and it was alchemy.

Grodin had an interesting career as an actor before he largely retired from that game. He came up in the New York scene with the likes of Dustin Hoffman, did a lot of episodic TV work in the '60s before catching notice in "Rosemary's Baby," and became something of a star with "The Heartbreak Kid." But he was difficult to work with (most of the showbiz stories he told at the Q&A were about directors or actors he'd feuded with, with Grodin making himself the misunderstood hero of each tale), and after a steady career in the '70s, the roles started getting sketchier and less frequent in the '80s. But he nailed The Duke.

The thing that sticks out at you every time you watch it is just how annoying Jonathan Mardukas is. He drives Jack up a wall early and often, inspiring one marvelously profane rant after another from De Niro. But the thing is, he's never a victim. He's not Greg Focker, who's annoying and also completely terrified of his future father-in-law. The Duke may be physically intimidated by Jack Walsh, but he realizes almost instantly that he can push his buttons (once he tricks him about his alleged fear of flying, it's all downhill from there), and he uses that irritating personality as a weapon - to get off the plane so he can have more time to plot an escape, to get out of the bathroom on the train car, to constantly keep Jack off his game until he can find a chance to slip away.

And Grodin plays every bit of that. His version of The Duke is tough - just not in the way we automatically think of tough (which is guys like Jack) - and he stands toe-to-toe with De Niro, and so much of what he does is so underplayed that it becomes vastly funnier than if he was a loud spaz the whole time. (HIs freak-outs on the plane and then in Marvin's car are funny precisely because he's so low-key the rest of the time.)

And Grodin and De Niro together? Forget about it. From "48 Hours" on, the buddy comedy formula was set: two opposite personalities meet, fall into instant loathing, then slowly develop a grudging respect for each other. The beats of "Midnight Run" are no different, but the chemistry between the two leads, and the way Brest and his actors are able to turn all of that hostility into humor, makes it special.

"I love to travel by train."

Over the course of the film, Jack and The Duke travel by plane, passenger train, cargo train, bus, and a variety of cars rented, borrowed or stolen. The only major mode of transport they don't bother with is a boat (though they spend some time in a river), as they travel from New York through the Midwest and Southwest on the way to trying to make Jack's deadline in LA. All those locales and vehicles keep the movie lively (I've often questioned the necessity of the final car chase scene outside of Flagstaff, but the local landscape and the sheer amount of cars involved makes it feel unlike anything the movie's done previously) and allow for lots of different kinds of action sequences, whether it's Jack and Marvin having a quick, claustrophobic fight in the train car or Jack and The Duke running from a sniper attack in downtown Chicago. It's a movie about travel, and you feel like you've been to a lot of places along the way.

"Is this Moron Number One? Put Moron Number Two on the phone."

So how many different groups of people are after Jack and The Duke? You've got the FBI agents, the wiseguys in Jimmy Serrano's organization, various people connected to Eddie Moscone, and whatever local law enforcement they come across. And some people turn out to have loyalty to more than one faction (or change sides to improve their own deal). Not only does this mean the movie's always busy (every time Jack calls Eddie's office, for instance, he's inadvertently tipping off both the feds and the mob), but it provides room for a small army of great character actors doing fine work. I'm not sure Dennis Farina's ever been better (and certainly not funnier) than he is as the hot-tempered Jimmy Serrano, Joe Pantoliano delivers one of his funniest, oiliest performances of that phase of his career as Eddie, John Ashton is wonderful as Marvin, Kotto's temper so well-used, etc. This is the first movie where I really noticed Philip Baker Hall (who's mainly on the receiving end of various threats and one-liners as Serrano's wary attorney Sidney), for instance. It's just overflowing with Hey, It's That Guy!s.

"Are you doing the litmus configuration?"

Though Gallo's script has great characters, structure and dialogue, some of the most famous parts of the movie were improvised on set by Grodin and De Niro. When Jack and The Duke are spending the night on the cargo train, Brest wanted that to be the scene where the two men finally started really talking, but he felt that Jack had been so hostile to The Duke to that point that it would ring false without a major icebreaker. So he told Grodin to do whatever he could to make his co-star laugh, just to ease the tension and slip into the discussion of the wristwatch and everything else. And Grodin came up with the whole bit where The Duke conducts both sides of a conversation with Jack, then finally cracks Jack's stoney facade by asking him if he's ever had sex with farm animals. A great moment, De Niro's reaction is perfectly genuine, and he plays right along with it.

Even better is a couple of scenes before that, arguably the funniest moment in the movie, where The Duke borrows the stolen FBI badge so they can scam a local bar out of enough cash to buy groceries. So quiet, so sincere, so damn funny - all of it made up on the spot by the actors. Just watch: 

"What grade are you in now?"
"Eighth."
"Are you in the eighth grade?"

Here's the thing: if "Midnight Run" was just an action comedy about an odd couple joined at the wrist while dodging bullets across the country, it would still be a fun, memorable movie. But what's always elevated it above that, to me, are a pair of scenes, with the first and most important being Jack's visit to his ex-wife Gail's house in Chicago. It starts out funny, with The Duke telling Gail's young son that he's a white collar criminal, then turns ugly as Jack and Gail relive the same old arguments for the 5000th time, then goes heartbreaking when the daughter Jack hasn't seen in nine years appears in the door and, like flipping a switch, stops the argument in an instant:

Jack talks in the movie about why he's not a cop in Chicago anymore, why he does this miserable job, and why he's eager to just get out of the scumbag business altogether and open a coffee shop. But talk is talk; this is seeing it. In that moment, you feel the weight of every single thing Jack has lost and how far he's fallen, and then once you connect Serrano to Jack, it becomes a redemption story. You don't want Jack to bring The Duke to jail and set him up to be killed, but you do want Jack to get a win, badly.

And not only does that scene give much greater heft to Jack's character, but to the relationship between the two men. From that moment on, while they still fight and curse and claw and argue, it's different. The Duke saw a part of Jack Walsh that very few people have ever seen, and he was quiet and respectful in that moment (and never once brings her up again, even though it would be so easy to push Jack's buttons that way), and Jack respects and appreciates him in turn for that. (Just look at the almost tender way Jack helps The Duke get into Gail's station wagon at the end of that clip.) 

"I stopped by here to tell you two things. Number one is that you're gonna die tonight. Number two, I'm gonna go home, have a nice hot meal, I'm gonna find your wife, and I'm gonna kill her too."

And here's the other big dramatic moment, as Serrano finally comes face to face with the man who embezzled millions from him and gave it to charity. To this point, it's not like the stakes of the movie have been low - Jack and The Duke have been shot at and beaten up many, many times over - but the violence was all on some level cartoonish (again, see Jack and the helicopter) and Serrano was mostly used as comic relief, showing up for 30 seconds at a time to threaten to hurt someone in an amusing way. But when he gets into the back of that car with The Duke, there's nothing funny happening. This is stone-cold, sincere menace (the added promise to kill The Duke's wife is a nice touch), it is a man who will do anything to hurt the characters we've grown to like, and it makes the tension of the airport scene that follows so much more palpable than if Serrano was always played for comedy.

Tone is a hard thing, especially in a movie like this that juggles so many. I've seen action comedies that let the bad guys be so evil and reprehensible that it completely threw off the balance of the movie and made it hard to laugh at anything. But "Midnight Run" gets it just right. (In the same way that another of my favorites from that period, "The Princess Bride," was able to.) When it wants you to laugh, you laugh. When it wants you to feel sorry for Jack, you feel sorry for him. When it wants you to be scared, you're scared.

"Hard day?"
"Hard week."
"I know what you mean."

Something that strikes me a lot these days when I rewatch the movie is what a love letter to the service industry it is. As Jack makes his way across the country and back, he comes across flight attendants, porters, waitresses, bartenders, waiters, clerks, etc., and with one notable exception - the woman at the bus depot who tells him his credit card has been canceled - they're all uniformly friendly and helpful to him. (And even the bus woman doesn't treat him unfairly; she just doesn't fall for the stolen FBI badge.)

Some of this is no doubt plot convenience - it saves time (in what's already a very long movie) if the porter just tells Marvin what train compartment Jack is in, for instance - and some of it is just part of the running discussion about Jack's coffee shop. (You can tell, for instance, that he would never be as patient with a customer as the Tracey Walter character is when Jack wanders into his diner after getting beat up and abandoned in the desert.) But it also provides great atmosphere and color, with a lot of characters who have very little dialogue (and usually no names) making an impression just by being super-patient and kind.

Or maybe it's just there to set up the final joke of the movie, where Jack can't get a cabbie to give him a ride home from the airport. After 3000 miles filled with the kindness of professional strangers, Jack's luck had to run out sooner or later, and this close to home seems about right.

"See ya in the next life, Jack!"

And this post is now at least one week later and a thousand words longer than I had planned. (And that's without even going into other parts of the movie, like Danny Elfman's marvelous blues-y score, which I will listen to if the writer's block is really hitting me hard.) There's really no point to writing 3000+ words about a two-week-old screening of a 23-year-old movie. But it's the movie I love watching most in all the world. And every now and then it's nice to be able to articulate the many reasons why.

Alan Sepinwall may be reached at sepinwall@hitfix.com

Alan Sepinwall
Sr. Editor, What's Alan Watching

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Alan Sepinwall has been reviewing television since the mid-'90s, first for Tony Soprano's hometown paper, The Star-Ledger, and now for HitFix. His new book, "The Revolution Was Televised," about the last 15 years of TV drama, is for sale at Amazon. He can be reached at sepinwall@hitfix.com