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The Killing: Defining Film Noir
The most meticulously planned two-million-dollar heist is stymied by chance. 1 HR 24 MINS 1956 MGM
FILM NOIR/DARK CINEMA
written by Gary Svehla
8/12/202516 min read


Among Gerald Fried’s pounding opening score, among horses being prepared to race at the track, we finally see the horses explode from the starting gate. “At exactly 3:45 on that Saturday afternoon in the last week of September, Marvin Unger (Jay C. Flippen) was perhaps the only one among the 100,000 people at the track who felt no thrill at the running of the fifth race. He was totally disinterested in horse racing and held a lifelong contempt for gambling. Nevertheless, he held a $5 win bet on every horse in the fifth race and knew, of course, that this system of betting would more than likely result in a loss, but he didn’t care. For after all, he thought what would the loss of 20-30 dollars mean in comparison to the vast sum of money ultimately at stake. Waiting for the race to become official, he began to feel as if he had as much effect on the final outcome of the operation as the single piece of a jumbo jigsaw puzzle, on its predetermined final design. Only the addition of the missing fragments of the puzzle would reveal whether the picture was, as he guessed, worth it. While this complex dialogue is occurring, Marvin Unger wanders around the track lobby, ordering a drink and eying booth operator Elisha Cook.
About an hour earlier that same Saturday afternoon in September, in another part of the city, Patrolman First Class Randy Kennan (Ted de Corsia) had some personal business to take care of. Talking briefly to Val Cannon (Vince Edwards) in a busy bar, then moving over to Leo the loan shark (Jay Adler), “I ain’t got it, Leo. I know I should have it. I’m just as eager to pay it off as you are to have me do so, but I simply don’t have it.” Leo replied, “We all get a little cramped now and then. Suppose we make it a thousand, rewrite the balance, and make it a fresh loan?” Randy responded, “Listen, I’m broke, flat broke. I couldn’t even give you a thousand cents! … If you could wait two weeks, I can pay you off like a slot machine!” Leo adds $400 interest.
At 7 p.m. that same day, Johnny Clay (Sterling Hayden), perhaps the most important thread in the unfinished fabric, furthered its design. “None of these men are criminals in the usual sense; they all have jobs, they all lead seemingly normal, decent lives. They all have their problems and a little larceny in them. Now, take my friend Unger, for instance, the owner of this apartment. He’s put up the money to let me operate with him, and he lets me stay here. He’s a bookkeeper. He’s been with the same company for 10 years.” Johnny tells his girl Fay (Coleen Gray), “ My biggest mistake before was shooting for peanuts. Five years have taught me that.” Fay sympathizes with Clay over his five years behind bars and asks him never to leave her alone again. He asks her to stay out of the way during this new heist.
“Half an hour earlier, at approximately 6:30, Michael O’Reilley (Joe Sawyer), the track bartender, came home.” Calling for his wife Ruthie (Dorothy Adams), he finds her pale and weak in bed and appears worried. “At 7:15 that same night, George Peatty (Elisha Cook), the track cashier, arrived at his apartment. He finds his wife, Sherry (Marie Windsor), very aloof, sitting on a coach, George complaining of a sour stomach. Sherry immediately tells him to get her a drink. George complains that everything he says, she makes a joke of. When George tries to share a wistful story he observed while riding home, Sherry interrupts and makes light of the story. George seriously inquires why Sherry ever married him. She recalls George telling her something about “striking it rich, having an apartment on Park Avenue, and a different car for every day of the week.”
When George leaves to meet with Johnny Clay and the bunch, Shelley immediately ducks into the apartment of Val Cannon (Vince Edwards), a handsome, smooth operator. Sherry is very upset when she phoned Val last night, he did not answer, saying that he stepped out. Val responds that he has to live his life a certain way, that he can’t stand the walls closing in. Then Sherry discloses that George revealed big money is coming his way, and soon they’ll have it. It all involves a robbery at the race track where George works. When George gets his cut, Val can take it all away from him. But Val figures George’s cut is peanuts compared to the higher-ups, so they should figure the operation out.
Johnny meets with the boys and figures the job will be worth 2 million, but he’ll have to hire two hoodlums at a fixed price, so that they won’t be in on the take. They will be hired to do their job, and that’s all. The boys all agree to Johnny’s plan. Johnny goes on to explain that the armored car arrives at the track at 5 o’clock, and a stickup after that point would be impossible. Suddenly, the gang hears a rustling sound and investigates. George is found with his wife, Sherry, and George is slapped around for talking about the job to his wife, which he denies. Johnny tells him to talk to his wife and clear up the situation. Johnny orders the boys to watch over and lock George in his apartment while he puts the fear of Jesus into her.
Slowly waking up on a bed, Johnny is ready to converse with Sherry. “It’s a mighty pretty head you have on your shoulders. Do you wanna keep it there or do you want to start carrying it around in your hand?” Johnny openly threatens her. “What were you doing behind that door?” Sherry, smiling seductively, sats, “Maybe we could compromise and put it on your shoulder, that would be nice … I was listening naturally, wasn’t that naughty of me, but I’m afraid I was … I found an address in George’s pocket, I thought he might be he playing around with another woman” Johnny responds, “You have a dollar sign where most other women have a heart. So play it smart … you’ll have plenty of money, George will have it, and he’ll probably blow it all on you! … I think we understand each other. Now, beat it!”
When George and Sherry arrive home, George complains about the roughing up he received and wonders how they both got out alive. Sherry asks when the money is coming in, and George says he is dropping out, that he’s obviously scared. Sherry is in a panic about George dropping out of the heist. Sheery implies that if George loves her, he will continue to participate in the operation. It doesn’t take much persuasion to change his mind. Sherry finally implies that Johnny made improper advances toward her, which we know is not true.
Narration continues, “Three days later at 10:15 on a Tuesday morning, Johnny Clay began the final preparations,” exploring a Chess and Checkers Club. There, he meets Kolo Kwariani (Maurice Oboukhoff), who is very sympathetic about Johnny serving five years. Maurice states, “You have my sympathies, then. You have not yet learned that in this life, you have to be like everyone else—the perfect mediocrity; no better, no worse. Individuality's a monster, and it must be strangled in its cradle to make our friends feel confident. You know, I've often thought that the gangster and the artist are the same in the eyes of the masses. They are admired and hero-worshipped, but there is always an underlying wish to see them destroyed at the peak of their glory.” Johnny responds, “ Like the man said, “Life is like a glass of tea." Maurice replies, “Oh, Johnny, my friend, you never were very bright; but I love you anyway.” Johnny gets down to business, “Maurice, I’ll give $2500 for taking care of half a dozen private dicks, race track cops. I want you to start a fight with the bartender of the track … you’ll keep him busy for as long as you can … no gun play, strictly a muscle job … I don’t want any hoodlum, I want somebody like you who is absolutely dependable and won’t squawk if the going gets rough.” Then Johnny tracks down another old friend, Nikki (Timothy Carey), a dead shot, who is offered $5,000 to shoot a horse from the parking lot. “If anything goes wrong, you don’t squawk.”
Then Johnny sees another man, Joe Piano (Tito Vuolo), wishing to rent a motel room for a week and store some belongings there, for him to keep the contents safe. When the motel operator offers to rent it to him free of charge, since they have a mutual friend in prison, Johnny insists on paying.
Entering a room with the suddenly awakened Martin Unger, Johnny says, "It’s only seven, you better go back to sleep. I just wanted to say goodbye until tonight, that is. Everything’s all set, it should go perfectly. If anything goes wrong, just don’t talk about this, and you should be in the clear except for the insurance.” Unger smiles and says, “I’m not worried about that. As a matter of fact, I’m not worried about anything. I wish there was something more to help.” Johnny says, “You’ve done your part. I only hope we can do ours as well. We’ll probably never see each other again after we split the money and break up tonight. But in my book, you’ll always be a stand-up guy.” Unger responds, “Johnny, I don’t know how to say this. I don’t even know if I have the right, but I always thought maybe you’re like my own kid… but God willing, you’ll be a new man, a rich man. You got a lot of life ahead of you, a lot of people to meet… wouldn’t it just be great if we could go away, just the two of us, and have a chance to take stock of things,” but Johnny simply musses his hair and says he'll be back at seven.
Back to the narration: “It was exactly seven a.m. when he got to the airport.” Johnny acquired his ticket for nine that night. “Stopping first at the florist, he arrived at the motel at 8:15. He was on schedule.” Johnny tells Joe a cop will leave a “bundle” for him and that when he picks it up, that will be the last time Joe will ever see him. Johnny then takes a huge box of flowers into his room and transfers a high-powered rifle from a guitar case to the flower box as Gerald Fried’s music score crescendos. “ He reached the bus station at 8:45, putting the flower box into a storage locker. “It was 9:20 when he arrived at Mike’s apartment. So far, everything has gone according to plan. Mike O’Reilly was ready at 11:15, finishing speaking to his sick wife to get her to eat something, bragging that soon he’ll be rich, have a new home, and plenty of doctors for her. Mike goes to his apartment mailbox to fetch a key that Johnny dropped off. “He reached the bus station at 11:29, using the key to open the safety deposit box where Johnny deposited the flower box. He then boards a bus bound for the race track. “At 12:10, as was his custom, he arrived at the track. He goes directly to the employees’ locker room, where everyone notices the box of flowers. Meanwhile, George pulls a pistol out of his lunch pail.
The racing schedule is in progress, the first race having finished. ”After the first race, Mike was very busy.” Martin Unger comes staggering up to the bar and asks for a drink. Martin tells him he looks as though he has had enough. And Martin smiles and walks away. “At exactly 3:32 that same afternoon, Officer Randy Kennan set in motion his phase of the operation. As Kennan is about to pull away from the curb, a desperate woman approaches him to say, ‘They’re killing each other.’ He slowly drives away, ignoring the lady’s pleas. He had timed the trip to the track on a half a dozen different occasions, and he knew at just what point he should be at precisely where at what time. He knew the entire success of the plan depended on his accuracy being at the racetrack at precisely the right moment. A minute or two early was allowable, but 10 seconds late would be fatal.”
The seventh race is almost ready to proceed, as Kennan pulls into the track. Earlier that afternoon, at 2:30, Maurice was at the Chess Club. He was to be at the track and in position at four o’clock, just before the start of the seventh race. The horses are now entering the track for the seventh race. At this exact time, Maurice is at the lobby, walking towards the racetrack bar, and orders a drink from Mike.
Meanwhile, the horses are at the starting gate. Seeing Johnny across the lobby, standing near a door that reads, “No Admittance,” and as planned, he starts a fight at the bar. He wrestles with the police, who tear off his shirt, crowds backing up but gathering close by, one man breaking a bottle of beer over his skull. Finally, a squad of about six officers subdues Maurice, as Johnny now enters the off-limits door, because George unlocks the door. The officers drag Maurice down the racetrack lobby, as crowds follow.
“It was exactly 4:23 when they dragged Maurice out. At 11:40, Nikki left his farm,” loading a guitar case into his sports car. “He arrived at the track at 12:30.” Nikki pulls up to a parking lot attendant (James Edwards), who abruptly informs him that this parking lot is not yet open. Still, Nikki concocts a story about being a paraplegic, and he slips a few dollars into his shirt pocket. The attendant apologizes and pulls back the gate to allow Nikki to enter. He pulls up close to get a perfect shot of the track. Later, the attendant finds Nikki a good pair of binoculars to make up for his rudeness. The attendant returns just before the seventh race, disturbing Nikki once again, and telling him he appreciates how Nikki treated a black man, being kind to him. The attendant gives him a horseshoe for luck, which he quickly throws away when Nikki calls him a nigger, insulting him, and finally makes him go away for good. Lowering the front windshields, he grabs his rifle, awaiting the arrival of the horses who are charging around the track. Nikki takes his one shot and downs Red Lightning and his jockey. Nikki tries to speed away but is shot by an officer after a horseshoe, which the parking lot attendant was trying to give him for luck, punctures his tire. “Nikki was dead by 4:24.” At 2:15 that afternoon, Johnny Clay was still in the city. He knew exactly how long it would take him to drive to the track, park his car, and walk to the grandstand. He planned to arrive just before the start of the seventh race.” Johnny is now slowly walking through the racetrack lobby, eyeballing his gang members and the exact locations of his carefully planned environment.
Kubrick, being a master screenwriter and director, has each operation member demonstrate just how their participation fits into the overall operation by constantly showing the horses enter the track and lining up at the gate for the start of the seventh race, each member having his time to shine in the sun, each a piece of the over all puzzle, each indivual followed from the moment the horses enter the track for the seventh race.
Once Johnny gains entrance to the employee locker room, he opens the locker to get the rifle from the box of flowers and dons a clown mask for disguise. Then he politely knocks to gain entrance to the business office and keeps four men at bay. He orders the men to fill his bag as fast as they know how. In the background, we hear the track announcer announce how Red Lightning went down with the jockey, which provides a distraction for the holdup. Johnny then forces the four men into the employees’ locker room while he removes some clothing and throws the moneybag outside a window, taking off the mask in the process. Coming out of the same “No Admittance” door he entered, he is stopped by a policeman whom he quickly slugs unconscious, escaping and strolling through a crowd of people.
Most of the gang members sit around a meet-up apartment listening to the radio with a drink in their hands. “We interrupt this broadcast to bring you a special news bulletin. In one of the most daring and methodically executed holdups in criminal history, a lone bandit wearing a rubber mask took an estimated two million dollars stuffed into a large duffle bag … at the Lansdown Race Track. The robbery occurred during the running of the seventh race and was timed to coincide with the shooting of Red Lightning just as the horse was leading the pack at the far turn. The jockey escaped with minor injuries …” Hearing the news broadcast, they all smile. Officer Randy Kennan tells how his patrol car was parked outside the window where the duffel bag was flung. It's all part of the plan.
The doorbell rings, and everyone thinks Johnny has arrived. But opening the door, Val Cannon and his accomplice enter the apartment armed with rifles. George, who is called a jerk by Val, comes out blazing with a pistol, shooting the two intruders who manage to get off several shots and leaving bullet-riddled bodies of the gang littered around the apartment in distorted, bloody positions. A point-of-view pan reveals that everybody is dead except for George. An incredible shot of carnage.
“Forty minutes before, at 6:25, Johnny reached the motel. Due to heavy traffic around the track, he was 15 minutes behind schedule. Awaiting him in his motel room is the stuffed duffle bag. The musical score reverberates with anticipation. “Johnny arrived at the meeting place at 7:29, still 15 minutes late.” George, bloodied and disoriented, staggers to his car, failing to recognize Johnny. “It had been pre-arranged and agreed to by all that in the event of an emergency before the split, the money was to be saved by whoever had possession of it at that time, without any consideration of the fate of the others. The money was to be divided in safety at a later date … Johnny had no choice but to save himself and the money. Ten minutes later, he bought the largest suitcase he could find. Out in a very rural area, he transfers the money in the duffle bag into the suitcase, money spilling out of the sides. He is unable to lock the very used bag.
Sherry is awaiting George’s return at their apartment, packing a suitcase. George enters, staggering, face full of blood, disoriented. “Why did you do it?” George asks. She pleads she knows nothing, that she is packing clothes for the cleaners. She soon sings a different tune, telling George to get smart and get out fast. George pleads with Sherry that he’s sick, that he knows about Val, but she still insists he get out. George then shoots Sherry in the stomach. Then George collapses, most likely dead, knocking a pet bird inside his cage to the ground.
After disappearing throughout the movie, Fay turns up awaiting Johnny at the airport. She meets and caresses the all-business Johnny. An older woman with a Poodle stands at the gate window, stating they haven’t seen Daddy for a long, long time. She wants to wait outside, get some air, while the clerk says he will announce the arrival of her husband's plane very soon. As she walks away, Johnny and Fay check in behind her. Johnny asks if he can carry his large suitcase on the plane with him, but the clerk protests, saying it is much too big. The issue remains unresolved, so Johnny asks to speak to the supervisor. Johnny insists to the supervisor (James Griffith) that he cannot make the flight without the oversized luggage. The supervisor can only offer him a rebate. Johnny finally agrees that the baggage department can store the bag.
We watch the people line up at the gate as the baggage crew drives its motorized cart to pick up the luggage. In line waiting, the woman’s Poodle barks nonstop as she cuddles it. The plane approaches the boarding gate as Johnny sees his luggage on top of the cart, shaking and wobbling. At that moment, the woman’s dog gets away from her, barking and running. The baggage cart has to make a sharp swerve to avoid hitting the dog. Johnny’s suitcase falls off the baggage cart, opens, and money scatters in the wind; the couple is powerless to do anything. Johnny and Fay quietly leave the boarding line as the little dog returns to its happy owner. As the couple subtly tries to exit the airport, they try to fetch a taxi, but it continues riding past them, as does another. The airport supervisor dramatically points out the couple who had the large suitcase, and people are ready to descend upon them.
Fay says, “You’ve got to run,” amid pounding stingers by Gerald Fried, but Johnny, resigned to his fate, says dejectedly, “What’s the difference?” As armed detectives approach him, the score builds, and the end titles appear.
This Stanley Kubrick movie practically defines film noir, almost to the extent that if someone asked: What is film noir, this movie could provide the answer. The script was written by Kubrick and Lionel White, with additional dialogue provided by hard-boiled noir icon Jim Thompson. The story goes out of its way to define Johnny Clay’s gang as working people with a touch of larceny, not hardened hoodlums. Clay has mapped out an intricate plan for the heist, going way beyond what is ordinarily expected. The narration, which is dominant in the movie, times almost every second and shows that the time frame is precisely followed. Even when Clay admits he is fifteen minutes late because of racetrack traffic. It is the only time anyone is late. The bulk of the movie lays out the intricate plan in all its minute detail.
But despite the planning, things go awry. Some of it is due to human greed and the cut-throat nature of human nature. But the biggest thing to go wrong is not due to any of this. It can be defined as “shit happens” or happenstance.
First, the errors that occur due to human flaws. George, called a jerk, is a weaselly man in one of Eliah Cook, Jr.'s better acting performances. He tells Sherry too much about the heist, and he is easily manipulated to do so. Then the greedy Sherry tells her backdoor man, Val, about the operation, and he, being greedier than Sherry, isn’t satisfied with George's cut, so he goes for the whole enchilada. When he invades the meeting place with weapons, George sneaks in and shoots Val and his friend, but not before many shots are fired and everyone except George ends up dead. And he is soon to follow, Sherry also.
Under the happenstance filter, we have the real tragedy of the movie occurring. While he is unable to lock his suitcase with the money, he cannot take the extra-large bag aboard the plane with him, so he hands it over to the baggage division where it just happens to be on top of the wheeled cart, wobbling, when the driver has to swerve to avoid hitting a runaway Poodle who escaped from its owner. Of course, the unstable bag falls off the cart and opens, spilling its bills to the wind. When girlfriend Fay tells Clay to run, he mutters the defeatist comment, “What's the difference?” He simply realizes that fate is against him. And he resigns himself to the fact that this isn’t his day. And no matter how well the elaborate plan is executed, shit happens. Of course, by chance, George arrived 15 minutes late to the meet-up apartment, probably saving his life, avoiding the bloodbath. Happenstance!
And that’s film noir!
But the biggest mystery of all is why the rarely seen Coleen Gray receives second billing.




STANLEY KUBRICK STANDS TO THE RIGHT OF THE CAMERA, STERLING HAYDEN TO THE RIGHT OF HIM.
TO DIGUISE HIMSELF, STERLING HAYDEN WEARS A RUBBER CLOWN MASK DURING THE ROBBERY.
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