In short
A Film Spotting conversation about the 1988 buddy road-trip comedy Midnight Run, arguing why it deserves “Pantheon” status. The hosts discuss how the film’s pleasures come less from plot or filmmaking “revelations” and more from character-driven integrity debates between a bounty hunter and an embezzling accountant, plus standout De Niro/Grodin comedic performances that also land pathos.
Guest backgrounds
No guests appear in this episode. The speakers are the Film Spotting hosts (Josh and Adam) and they reference other people (e.g., critic Jonathan Rosenbaum) but not as on-air guests.
Key claims
De Niro and Charles Grodin elevate formulaic material; the screenplay is more sophisticated than critics credit; the film’s moral center is integrity—doing the right thing under pressure; the ending works because Jack’s choice is based on what he decides in the moment, not money.
Notable examples
De Niro’s sunglasses/badge gag; the “don’t start with me, Eddie… I’m just kidding” phone moment; the saloon “Red’s Corner Bar” circular conversation; the Chicago ex-wife/daughter reunion and awkward silence; the outpost plane-vs-truck integrity argument.
Written by AI. May contain mistakes. Listen to the episode to check what was said.
Chapters
Tap a time to open that second in VOFilm Spotting Overview
1:30 to 3:40
Discussion about the upcoming movie recommendations and a focus on road trip films.
“I'm Glenn Washington, host of Snap Judgment from KQED.”
Memorable Road Trip Movies
3:40 to 6:10
Exploration of memorable road trip movies, leading to a discussion on Midnight Run.
“As a Film Spotting Family member, you get access to conversations like this one at your fingertips anytime you want.”
Critics' Views on Midnight Run
6:10 to 8:12
Analysis of critical reception and the film's place in the pantheon of great movies.
“Whoever cast De Niro and Grodin must have had a sixth sense for the chemistry they would have.”
Rosenbaum's Four Exhibits
8:12 to 10:31
Discussion of Jonathan Rosenbaum's four different reviews of Midnight Run.
“Without them, it would be little more than a hole in the screen.”
Revisiting Midnight Run
10:31 to 14:00
Host reflections on the film's strengths, particularly the performances of De Niro and Grodin.
“We could probably jump right into the Pantheon question, but it might be more fun to save that at the end after talking about our reactions in general.”
Exploring the Dynamic Between De Niro and Grodin
14:00 to 21:40
Discussion on the unique acting styles of De Niro and Grodin and their chemistry in Midnight Run.
“I'll pause here and we'll return to De Niro and Grodin because I want to give that its entirely own section.”
Amazon Pharmacy Ad
21:40 to 22:40
Promotional read for Amazon Pharmacy highlighting delivery services.
“Amazon Pharmacy presents Painful Thoughts.”
Grodin's Performance and Character Analysis
24:00 to 28:00
Analysis of Charles Grodin's acting choices and how they enhance the film.
“Try YouTube Premium for two months free at youtube.com slash premium.”
Character Dynamics: Grodin and De Niro
28:00 to 29:52
Explore how Grodin's performance elevates De Niro's character and the film's depth.
“Back to your point about Jack, because that's part of the Duke's character as well.”
Motivations and Relationships in Midnight Run
29:52 to 31:45
Analyze the Duke's motivations and his evolving relationship with Jack.
“like you had a similar reaction to Grodin, his performance, when he says to Jack, maybe we should stop in Chicago and see your wife and daughter when he hears about their story.”
Show all 18 chapters
Moral Dilemmas and Decisions
31:45 to 34:03
Discuss the moral complexities faced by the characters throughout their journey.
“Was it heroic for the Duke to embezzle this money from a mobster and give it away to charity?”
The Reunion Scene: Emotional Weight
34:03 to 37:53
Examine the emotional impact and significance of the reunion scene between Jack and his daughter.
“At the same time, I never lose sight of the fact that it seems to sink in frequently with the Duke that the fact is if they get to L.A., the closer they get to L.A., the closer he is to death.”
Awkwardness and Character Reflection
37:53 to 40:40
Reflect on how awkward moments enhance character development in the film.
“And I mentioned the head shake that I love so much that De Niro gives in that comedic moment on the phone where he lets the Duke know that he doesn't mean it.”
Integrity vs. Morality in Midnight Run
40:40 to 42:09
Delve into the film's exploration of integrity and moral choices amid chaos.
“And here I want to go back to what you were saying in terms of what stood out to you about the substance or I suppose one of the morals of this movie or at least the moral discussions the movie is having.”
Jack's Dilemma and Character Integrity
42:09 to 48:06
Explore Jack's internal struggle between duty and personal integrity in 'Midnight Run'.
“They both end up on the outs with the bad guy, the mob guy in this case, Jimmy Serrano, really great, Dennis Farina.”
The 'That Guy' Movies of Midnight Run
48:06 to 50:03
Discuss the supporting cast and their impact on the film, highlighting recognizable actors.
“That is why it fits with this whole understanding of integrity, why it's okay for him to take the money.”
The 'That Guy' Movies of Midnight Run
51:24 to 52:38
Discuss the supporting cast and their impact on the film, highlighting recognizable actors.
“Comparison based on publicly available data regarding cargo room and 2026 entry all-wheel drive CUVs as of May 2026.”
The 'That Guy' Movies of Midnight Run
52:40 to 53:07
Discuss the supporting cast and their impact on the film, highlighting recognizable actors.
“Hey, did you know Deaton Watson has been family owned for over 85 years?”
Transcript
Automatic transcript. May contain errors.0:00Adam Kempenaar:This is an iHeart Podcast. Guaranteed human.
0:04Josh Larsen:Amazon Health AI presents Painful Thoughts. I, um, I can't stop scratching my downtown.
0:12Adam Kempenaar:Yeah, but I'm not itching to go downtown and tell a receptionist I'm here to talk about my downtown. Some things you'd rather type than say out loud.
0:23Josh Larsen:There's no question too embarrassing for Amazon Health AI. Chat your symptoms and get virtual care 24-7. Healthcare just got less painful.
0:57Josh Larsen:If you like YouTube, you'll love YouTube Premium. Trial eligibility varies, terms apply, and cancel anytime.
1:29Adam Kempenaar:Apple Vacations, where your story starts. I'm Glenn Washington, host of Snap Judgment from KQED.
1:39Josh Larsen:Every week, Snap drops you inside someone's biggest decision. The kind of decision you can only make once. With everything on the line, what do you believe? What do you want? And what would you risk to get it? Find out Snap Judgment, new episodes every Thursday, wherever you get your podcasts.
2:08Josh Larsen:What kind of a show are you guys putting on here today? You're not interested in art? No. Well, look, we're going to do this thing. We're going to have a conversation.
2:17Adam Kempenaar:Hey, film spotters. On Friday, Josh, we will have a recommendation and a golden brick nomination for a new movie out in limited release. It's called It Ends. And you have to call it a road trip movie. Not a fun road trip movie, but a road trip movie as they really do spend almost the entire runtime of the film in a car. Yeah. Driving in a car. You could say it's the ultimate road trip movie. road trip movie. They should have brought more snacks. They really should have stopped at a 7-Eleven and loaded up. Absolutely. They needed more provisions for this trip. And that got us thinking about other memorable road trip movies, road trip movies we've discussed, maybe given the sacred cow treatment to.
3:08Adam Kempenaar:And of course, that got us thinking about one that's in our pantheon. Yes, of all time greats, Midnight Run.
3:17Josh Larsen:It's that good. It is. Yeah, if already you're scoffing, we hope you continue listening because I think we make a good case for it.
3:25Adam Kempenaar:Yeah, continue scoffing right up until about, I don't know, eight minutes into our conversation and then you'll be convinced. There you go. We'll see if that's the mark or not. Mileage, mileage may vary. I'll leave you with that. Here is our conversation from 2023. As a Film Spotting Family member, you get access to conversations like this one at your fingertips anytime you want. Just one of the benefits of being a Film Spotting Family member. You can learn more at filmspottingfamily.com. Enjoy the midnight run.
3:59Josh Larsen:Robert De Niro is a bounty hunter. Didn't mother ever teach her to talk nice to people and not shoot at them? Charles Grodin is an accountant who embezzled$15 million from the mob.
4:11Adam Kempenaar:It is truly in your best interest to just relax.
4:14Josh Larsen:I'm totally relaxed. I want this guy taken off. I want him taken off fast. The mob wants him dead. The FBI want him alive. I'm going to bring him into federal court. Do I make myself understand? These sunglasses, they're really nice. Are they government-issued, or do all you guys go to the same store to get them? And his bail bondsman wants him in L.A. in 72 hours.
4:36Adam Kempenaar:Josh, you know how presidents will often pardon a bunch of folks just before leaving office? Yes. Well, it's similar with film spotting hosts in the pantheon. At least it was with your predecessor. What better way to commemorate the last show of a guy I was introduced to and only really ever referred to as Matty Ballgame than to share our top five movie character nicknames? Indiana Jones came in at number two for Matty. the Duke, as in John Mardukas, not Wayne, didn't actually end up on his list. But with that episode, both Steven Spielberg's Raiders of the Lost Ark and Martin Bress' Midnight Run were enshrined forever.
5:16Adam Kempenaar:Or forever-ish, as we're currently rethinking the Pantheon's purpose, process, and picks. I think it's fair to say that Midnight Run has always been the Pantheon's most head-scratching inductee. Sure, many a Gen X man like myself, Maddie, and Maddie's former Chicago roommate, show producer and co-founder Sam Van Halgren, have always had a soft spot for it. one of the all-time great films, though, on the same list as The Godfather Part II, Taxi Driver, and Goodfellas. Run may not be as revered as that trio of films that also happened to star Robert De Niro, but it does hold the 95 % on Rotten Tomatoes and also has the distinction of getting the Chicago Way seal of approval.
6:02Adam Kempenaar:All four of the city's major print critics at the time were favorable. In his three-and-a-half-star Sun-Times review, Roger Ebert wrote, Whoever cast De Niro and Grodin must have had a sixth sense for the chemistry they would have. They worked together so smoothly and with such an evident sense of fun that even their silences are intriguing. Ebert's best frenemy, Gene Siskel, called it funny, unpredictable, and refreshingly adult in the Tribune. Trib colleague Dave Kerr said, Midnight Run touches on one of the great mysteries of the movies. How is it that the tritest material can come to life when touched by the right director and the right actors?
6:37Adam Kempenaar:Even the Chicago readers' Jonathan Rosenbaum was along for the cross-country ride. Mostly. Thanking the performances of De Niro and Grodin for turning this sow's ear into a plausible vehicle for a buddy movie. Turns out, the case of Jonathan Rosenbaum's Midnight Run reaction is as curious as the movie's pantheon inclusion. Run's 25th anniversary in 2013 offered Rosenbaum the opportunity to reflect on his original take and on the presumptions film critics invariably make when writing their reviews. He offered four different exhibits. Here's the opening to Exhibit A, which he began scribing a few hours after walking out of the theater.
7:16Adam Kempenaar:If it were merely a matter of script, direction, and technical credits, this formula cross-country chase comedy wouldn't be worth a minute of one's time, much less the price of a movie ticket. Martin Bress, who launched his career a little over a decade ago by leaping from a forgettable$33 ,000 independent feature called Hot Tomorrows to a$5 million heist comedy called Going in Style, followed by Beverly Hills Cop, comes on like a competent, if faceless, TV director, scoring with all the desired effects of his mechanical mise-en-scene, but leaving no discernible memory traces behind him. The script by George Gallo, a newcomer whose only previously produced screenplay was for Wise Guys, is as formulaic as they come, even down to multiple and periodic plot twists that seem to come along before every invisible station break.
8:00Adam Kempenaar:Danny Elfman's pop score is aggressively banal, and Donald Thorne's cinematography is thoroughly unremarkable. What this movie has is lively performances by two of the best actors in the business, Robert De Niro and Charles Grodin. Without them, it would be little more than a hole in the screen. The following night, he took a look at one of those breast films he mentions, Going in Style, which led to a new reaction, Exhibit B. While I still haven't caught up with Beverly Hills Cop, Martin Bress's other features to date all have certain traits in common. Hot Tomorrows, Going in Style, and Midnight Run are all mainly comic buddy movies with melancholy subtexts.
8:38Adam Kempenaar:All encourage their lead actors to ham it up, and each has an aggressive and synthetic musical score that editorializes and not-so-gently prods the audience, telling us how and when to react. Giving actors a lot of freedom while giving spectators very little freedom at all produces a strange push-me-pull-you effect reminiscent of certain popular TV series. The usual point of such shows isn't a surprise, but the chance to savor minor variations on the already known. Not marveling at what Ralph Cramden says on The Honeymooners, but appreciating the particular inflection that Jackie Gleason brings to the line this time.
9:11Adam Kempenaar:This strategy, a triumph of embroidery over design, would be unthinkable without an interminable backlog of familiar lines, gestures, and attitudes, and that is precisely what lurks behind De Niro's role as a bounty hunter and former cop in Midnight Run. Rosenbaum's point here is that whether De Niro and Grodin overcome the film's limitations or are a product of them is something a reviewer really can't know for sure. A third possible review of Midnight Run, he then explains, might deal with De Niro and Grodin in relation to each other, rather than as some sort of united front that functions either with or against the rest of the movie, and a fourth could deal with how the movie works independently of what they bring to it.
9:50Adam Kempenaar:And that's when we get Exhibit C and D, which are, respectively, Josh, his most generous and harshest. That negativity aside, any movie that prompts Jonathan Rosenbaum to pen four different reviews sounds like a Pantheon movie to me. But what say you? And which of his tacks will you be taking? The one that credits De Niro and Grodin for elevating undeniably formulaic material? The one that suggests Martin Bress may actually deserve some auteurist accolades? Or do you have a response so idiosyncratic that you might inspire Rosenbaum to get to work on Exhibit E?
10:26Josh Larsen:Yeah, not sure if Rosenbaum is going to take another whack at a midnight run at this stage in his career. We could probably jump right into the Pantheon question, but it might be more fun to save that at the end after talking about our reactions in general. And I would credit a little more highly some of those elements that Rosenbaum called out. Certainly not the strengths of the film. The strength of this movie is the star pairing. You would have to be blind to not see that. Even Rosenbaum at the very beginning saw that despite his reservations. But I think he didn't give Brest enough credit here, along with the cinematographer he mentions, Donald E.
11:08Josh Larsen:Thorin. There is nothing revelatory here, but there is enough comic blocking and sturdy action set pieces to make those elements of the movie a plus. I think they bring something to this film. Similarly, George Gallo's screenplay, I was surprised at the level of sophistication going on here, even from a structure point of view. Think about how this has a very clever planes to trains to automobiles to walking on foot, circular motion, then back up that ladder again. Maybe not exactly, but pretty much back up that ladder with the nice little grace note at the end of Jack Walsh saying, I guess I'm walking, right?
11:53Josh Larsen:When he's not going to take the cab. So that's just a little, you know, nice screenplay touch. And maybe we'll get into more of this in detail. But I think there's some interesting questions going on throughout the movie about what is the right thing to do? Who is doing the right thing? And, again, that is a more sophisticated screenplay than what Rosenbaum described, to my mind. And one of the reasons that, yes, Midnight Run more than held up on this revisit for me. We've mentioned on previous shows how I have not seen it since probably late 80s, possibly early 90s. As soon as it started, though, I was taken back to where I did see this.
12:38Josh Larsen:It was definitely one of those at the neighbor's house on VHS. Wouldn't have seen it in my house. Just, you know, rated R at that point was probably not in general. I'd seen some rated R films. They weren't, you know, they weren't verboten, but this was probably not one that was going to get the pass. A lot of swearing for the Larson house. A little bit, a little bit. This was definitely the neighbor's house viewing. And no wonder I loved this thing at 14. Every other line that comes out of a character's mouth is some sort of smart-ass comment. And very much like Bress, Beverly Hills Cop, which we talked about on the show, Adam.
13:17Josh Larsen:I also got similar vibes to the Blues Brothers in terms of this smart-ass quality. Both of those, middle school transitioning into high school favorites for Josh, still enjoyed that element. Yes, absolutely. Does every line sing? No. I think we've already heard maybe one that, to my mind, isn't quite up to the quality of quoting or remembering. Fistophobia. Kind of groaned at fistophobia this time, Adam. Fistophobia is not one of the better lines. I got to admit. But most of these absolutely land and particularly landed for me back when I was around that age. So an incredible pleasure to see this hold up in the ways we're going to get into.
14:01Josh Larsen:I'll pause here and we'll return to De Niro and Grodin because I want to give that its entirely own section. But for me, yeah, pleasant surprise that some of those other elements I think are worth noting for making Midnight Run what it is. I think the way I put it is I put it is that it's this isn't a movie that's the sum of its parts, right? that all those things make it as great as it is. But man, De Niro and Grodin, they make every one of those parts glisten just a little bit more so that it all comes out looking shinier.
14:32Adam Kempenaar:Well, I'm going to take us there. We're going to get right into De Niro and Grodin and those standout moments in the movie that really do make this film. I agree with you. But first I'll say, no, I'm not going to have anything revelatory to offer as well, nor do I find anything about the filmmaking to be revelatory here. This is one of those sacred cows where it turns out I had pretty much the same experience with it that I did 35 years ago. And you know what? That's worth something, too. It offers almost entirely the same pleasures, though I will say, and we'll get into this here more in a second, I will say that some of the pathos of the film is heightened with a little bit more maturity and perspective.
15:19Adam Kempenaar:And I certainly have a greater perspective on the acting talents of Robert De Niro and Charles Grodin compared to what I had back in 1988 when I saw this for the first of probably 30 times on television. I'm sure it was HBO. One other quick aside, though, I said there's not going to be any revelations and there really won't be. But you mentioned titles like the Blues Brothers and you think about Planes, Trains and Automobiles and some of these other films that are touchstones. I still also found myself thinking occasionally of a movie like Heat and seeing seeing his Jack Walsh character is not that too distant from his Neil Macaulay character.
16:00Adam Kempenaar:His his code, his determination to do the job the right way. He's got an integrity about him. That man, Neil Macaulay, is an absolute criminal by any standard, by any normal definition, but they share a lot in common in terms of their sensibility and the way they view the world, also in terms of their sarcasm. So that was something, I guess, that surprised me a little bit. But before those moments of pathos really come together, Josh, let's talk about the comedy. Let's talk about De Niro and how deftly he handles the comedy. And people need to understand, I think some folks listening will remember, you know, like when Analyze This came out and it was, oh, it's De Niro as a comedian, which I understand at the time felt a little different maybe because of a recent slate of work that he'd done.
16:52Adam Kempenaar:But back in 88, it really was a case where I don't think a lot of people were thinking of the king of comedy as an actual comedy. And so to see him do straight comedy like he does here was a bit of a surprise. And then it's not a surprise at all that we find maybe the most talented actor of his generation is just as good with those comedic moments as he is with anything that's dramatic. And this is one for me that I actually have highlighted on the show before. When we did our top five Robert De Niro scenes, it was way back on episode 341. I had as my number five, what is my favorite gag in this entire movie?
17:29Adam Kempenaar:And it's a pure De Niro moment. It's the bit with the sunglasses and Yafet Kodo in the car. And then as he walks away with Alonzo Mosley's badge and ID, that little unexpected turn he does, like he's a Fed, like he's a G-Man or whatever from a TV show, a crime TV show, acting all suave and cool, turns to absolutely no one and flashes the badge in this little kind of crouch position. It's hilarious, something you completely don't expect from that character and adds this moment of levity and also sets up what is going to become one of the recurring gags throughout the film that always delivers. Every time Yafekoto gets pissed because someone thinks he's not Alonzo Mosley, it works.
18:23Adam Kempenaar:another moment of interaction between them and it's it's another physical bit by De Niro that stood out to me this time is when they're on the phone I think they've now had to get off the bus so they're trying to they're trying to get Joe Pinaliano to wire them the money so they can get on a bus they're on foot at this point and he's getting very frustrated even more frustrated with Panigliano's character, and he starts yelling and he says something like, don't start with me, Eddie. I will shoot him and dump him in the swamp. And they don't cut so you can see Grodin's face, but you can tell that Grodin makes a face like, come on, are you really going to do that?
19:06Adam Kempenaar:And De Niro, mid yelling at Eddie, shakes his head. No, no, I wouldn't do that. I'm just kidding. I'm just kidding. And something about that, That playfulness between them and him even feeling this really tough former ex-cop, now bounty hunter, who seems to hate this guy for how annoying he's making this journey. He still has the instinct to tell him everything's okay, and he wouldn't really do that to him, which reveals something about his character. And I think that goodness and that innate sense of doing the right thing, which absolutely is a through line. with this film.
19:47Josh Larsen:I think that element of playfulness is crucial to De Niro's performance here, because you're right. This was his first pure comedy. If you, you know, action comedy, buddy comedy, however you want to call this, it's, it's mostly a comedy and he is having fun with that. It's not just that he can do it. It's that he's clearly enjoying it. And I think that's what the little flashing of the badge crouch is all about. As you can see how that is a character touch, but it's also a De Niro touch. It's all about De Niro showing how far he is willing to take this in terms of improvisation. I would like to think, you know, maybe that was in the script.
20:22Josh Larsen:I don't know. But I do know that a ton of improvisation was at work between he and Grodin and their scenes together. And, yeah, I think this is just where we see how much fun De Niro is having with this. It's also, as you're describing how there are flashes of other characters he would even do later, that's because this isn't, you know, This is a slight turning of posture of the kind of guys we mostly think of when we think of De Niro. He's not doing something incredibly different. But in a way, it's even more challenging to just make that little shift. And yet, that small shift is why you get so many of the lats.
21:02Josh Larsen:He still has that familiar grimace, but there's a little bit of a smile to it. Or at least the smile has a little less menace than it would in his other roles, in most of his other roles.
Read the full transcript
21:15Adam Kempenaar:But maybe, Josh, that's the only adjustment otherwise, because I think that's the secret. Exactly. To him being so effective here, right? Yeah. De Niro isn't approaching it any different. Nope. He's not playing any of this as comedy. He is playing the character. He's playing the script. He's playing against the other character. It's all rooted in his character's behavior and his character's desires. Amazon Pharmacy presents Painful Thoughts. Of course I see my coworker in line at the pharmacy.
21:49Josh Larsen:Can he tell I'm picking up prescription hemorrhoid cream?
21:52Adam Kempenaar:I'm probably standing weird.
21:54Josh Larsen:Why is he smiling? He knows. He's going to call me Hemorrhoid Lloyd tomorrow. I know it. I got to quit my job. Next time, avoid awkward conversations and get fast free delivery with Amazon Pharmacy. Healthcare just got less painful. Apple Vacations, where your story starts.
22:15Adam Kempenaar:The Summer Savings Event is here at Apple Vacations. It's the perfect time to bring everyone together for the getaway you've been dreaming about. Book between July 24th and August 27th and enjoy up to 55 % instant savings. From relaxing beach days to unforgettable moments with the people who matter most, your next vacation starts here. Travel through July 31st, 2027. Start your vacation today at applevacations.com or through your travel advisor. Apple Vacations, where your story starts.
22:41Josh Larsen:How's the new place? Get your Wi-Fi figured out? I got T-Mobile 5G home internet and I'm loving it. It's the fastest 5G home internet. My old provider was so slow. Mine is slow. And only 35 bucks a month. Do I need to try this? Try it for 15 days. Love it or get your money back. I love it already. There are over 250 reasons to join T-Mobile. Find yours and check availability at t-mobile.com slash home internet. That's according to Upload Speed Test Intelligence. Date a second half of 2025. All rights reserved. Redeemed money back guarantee within 30 days of cancellation.
23:12Adam Kempenaar:Hey, what's up guys? It's Haley Bailey. Okay, I need to tell you about something. I just got YouTube Premium. It's got tons of awesome features like offline downloads, so I can download my favorite videos before I travel and watch them whenever I don't have Wi-Fi. Because we all know airplane Wi-Fi is the worst. I get ad free, I get background play, and there's like a ton more in there. You should try it. If you like YouTube, you'll love YouTube Premium. Try it now for two months free at youtube.com slash premium.
23:40Josh Larsen:If you like YouTube, you'll love YouTube Premium. Hi, I'm Sean Evans from Hot Ones, and I want to tell you about YouTube Premium. It has offline downloads, so you can watch without Wi-Fi. Background play, so you can lock your phone, and it still plays, baby. Oh, and it is completely ad-free. Yes, I said it, ad-free. Try YouTube Premium for two months free at youtube.com slash premium. Trial eligibility varies, terms apply, cancel anytime.
24:13Adam Kempenaar:What did you do?
24:16Josh Larsen:Why aren't you popular with the Chicago Police Department? That's something that really doesn't concern you. She hurt you, Janet? Yeah. I'm sorry. What are you sorry about? I'm sorry you're hurt. I'm not hurt. You just said you were hurt. I'm not hurt. You just said you were hurt. I didn't say I was hurt. You said I was hurt. I asked you if you were hurt, and you said, yeah, I'm hurt. That's because you made me say. You're starting to put words in my mouth. Jack, you're a grown man. You have control over your own words. You're goddamn right I do. So here come two words for you. Shut the f*** up.
24:46Josh Larsen:He is so good with Grodin. I mean, those are the scenes where things... Grodin is good on his own. You know, I think he is he's maybe offering if you think about his persona, this persona of disdain, usually he tempers that here with a surprising gentleness. So on his own, I think Grodin is good. But man, when they're together and I think of two moments for me that are among my favorites. It's look at De Niro's face that he pulls during that moment where the Duke is having an imaginary conversation between the two of them and he's voicing both parts on the train when they've jumped on the train.
25:28Josh Larsen:And De Niro's face just goes from boiling rage to you see him being reluctantly worn down by the fact that this is so ridiculous what he's hearing and quite funny that it gets reduced to this bemused simmer. And I love that in terms of just not even verbal interplay between them, but just how De Niro is using his face to react. And then the other sequences, we've referenced this as well already, but where they get to work with each other rather than against each other, when they pose as agents investigating counterfeit bills in that saloon. Witness configuration. They end up getting into this circular, nonsensical conversation about why the owner's nickname is Red.
26:10Josh Larsen:What's the name of your establishment? Red's Corner Bar. Are you red? Yes, sir. You dye your hair? No. Why do they call you red? Oh, it's short for Red Wood. My last name's Wood. What's your first name? Bill. Thank you for your cooperation, Bill. Getting to see them work together in that sequence, I think, is just so great. But if you look at Grodin again, just what he's doing here, I did not remember. I was really surprised how he warms into the ridiculousness of the Duke. That first scene where we see him at the house with the dog, he doesn't really go for a laugh at all in that sequence. He plays it pretty calm.
26:53Josh Larsen:And I think that's all to let things build, build, build until the big blow up on the plane.
27:00Adam Kempenaar:No, I can't. I can't. No, no, no. I can't. Just relax.
27:06Josh Larsen:Just relax. Yeah, yeah, yeah.
27:09Adam Kempenaar:No, no, no.
27:09Josh Larsen:No, no, no, no, no, no, no. I'm telling you. I'm telling you. I can't do it. I can't do it. I can't do it. No, I can't. These things go down. These things go down. It's too big. Of course, it's all an act. But before that, what is he doing? What is the Duke doing? He's watching. He's studying. He's examining Jack. And he's knowing exactly what buttons to push. And then even after that blow up on the plane, he doesn't stay at that level. He goes back to being mostly serene. I love how he receives Jack's physical threats. It's almost not out of fear. He doesn't face them with fear. It's like he's disappointed in Jack.
27:45Josh Larsen:It's almost as if he's been told, like, they just went to an ice cream shop. and they were out of his favorite flavor. That's his face when Jack threatens him physically. Yeah. He's slightly disappointed at him. And then how about the moment where the bank teller is telling Jack his card has declined and Grodin just winks, you know, winks at her. Like you and I are in on this. Uh-huh, uh-huh. So I just, you know, Grodin, as good as De Niro is, I think the secret to unlocking De Niro's performance is the presence that Grodin brings in every moment, every single moment, the patience he has, the not going for the laugh immediately, the waiting to see what will come to him in the moment.
28:27Josh Larsen:Back to your point about Jack, because that's part of the Duke's character as well. His patience is key.
28:34Adam Kempenaar:His intelligence as a character and as a performer in terms of his choices is also key. It's what adds interesting layers to these characters and then ultimately to the movie. And an example of that for me is to watch it and start to see, to your point, about how he plays it, how the Duke watches, observes, takes in information, understanding that even though he seems to be the person who is in a position of helplessness and Jack is the the brute who is taking him in and certainly can control him physically. And he suggests that he's always in control of the situation. We know from watching Grodin that actually he is slyly determining a lot of this.
29:21Adam Kempenaar:And that's why there's a great moment when he says something like, you know, at some point I'm going to have to give you the slip. Right. Yeah. And he's got supreme confidence in it. And Jack doesn't understand where that's coming from and thinks that's hilarious that the Duke would ever, ever even imagine that he could get away with. from him, right? But we know, we've been watching and we know that he's smarter and more conniving than he seems and that he probably has it in him. He's gotten this far, he can probably get away from Jack, right? And so here's my question for you. As you think about all that, and it sounds like you had a similar reaction to Grodin, his performance, when he says to Jack, maybe we should stop in Chicago and see your wife and daughter when he hears about their story.
30:07Adam Kempenaar:Is that because the Duke is someone who genuinely cares about that and would actually like to go down that path and maybe help people? Is he this Pollyanna figure that he pretends to be, that he seems to be? Or is he 100 % just looking for a way to continue to get Jack off his game, to get him to take different routes, to put up more obstacles and prolong this entire adventure?
30:39Josh Larsen:I think he's genuine. Or is it both? Yeah, I mean, it might be a little bit of both, but I don't think he sets that up or encourages that as his big opportunity to escape. Because there are plenty of other opportunities. I got the impression more is the more time they spent together, the less the Duke wanted to escape. And there's two reasons for that. One is he's actually enjoying this relationship. Maybe. And the other is he might start to realize he's probably safest in Jack's hands. I mean, for as much as he thinks he's possibly smarter than him or can give him the slip, Jack has proven he can get them out of some pretty tight scrapes.
31:20Josh Larsen:and this might be, you know, just part of him realizing, um, I'm safer at this point to ride along with this guy as long as I can. I don't know, but I do think it is connected. And the reason I think it's mostly motivated by, um, you know, good thoughts or a good hope for Jack and his wellbeing and his relationships goes back to this thing I mentioned about the debates they have about what is the right thing to do. Was it heroic for the Duke to embezzle this money from a mobster and give it away to charity? Okay, but did he keep some? How much did he keep? Was that right? Should he have given it all away?
31:59Josh Larsen:Why is Jack pursuing this bounty? Is Jack doing it just out of pure greed for the money? Is he on the side of the gangsters if he does let them get the Duke? So there are a lot of complications here. And I think it came to a head for me in that very strange moment where it's like an outpost, almost like it's not even a town, but a Native American outpost they find themselves in where there is, you know, there's no way out here except for this small prop plane that the Duke finds. And so after that all goes down, they get into an argument here. And even Jack agrees with this, right? Yeah. When the Duke argues it was okay for me to steal the plane because I was saving my own life.
32:45Josh Larsen:It was not okay for you to steal their truck because you were just doing that to make money off of my life. And it's just packed into and batted back and forth as funnily as all the comic lines as well. But it is that moment of clarity where you see they've kind of been having this argument the entire trip. about every decision that is made is, was this the right honorable thing to do? So, yeah, I think all of that, I see the encouragement to go catch up with his ex-wife as part of that for the Duke. Jack, let's be fair about this. You lied to me first. What? At the river. Oh, get the...
33:24Adam Kempenaar:At the river. You lied to me first. You got some...
33:28Josh Larsen:No, no, you lied to me first. You lied to me first. Yes, yes, I lied to you first, but you had no knowledge I was lying about my fear of flying at the river when you lied to me. So as far as you knew, you lied to me first. Can't even argue with you. I don't even know what the f*** you're talking about.
33:49Adam Kempenaar:I agree that that tension is there, and I mean the tension where you can watch it and almost feel like he's having fun or that he wants to stay with Jack. And maybe even does feel safe with Jack, even though his life is constantly put in danger. At the same time, I never lose sight of the fact that it seems to sink in frequently with the Duke that the fact is if they get to L.A., the closer they get to L.A., the closer he is to death. That's true. And so I think that for him, it's more about the fact that I ascribe total genuineness and honor in him as a man wanting to help this bounty hunter out and go have this poignant moment and maybe even a sort of redemptive moment.
34:34Adam Kempenaar:but at the same time there's at least a percentage of it there has to be a little bit of a percentage of it that is him just trying to come up with with barriers things that might possibly let him escape or keep him from death and i want to give you one other denier every detour does help him i give you that yeah every detour helps him right but one other moment that i love from deniro that i think also talks about behavior and the depth he gives to the character and the nature of their relationship and gives it even early on so much more weight than it could have. And this could be completely just my interpretation of it.
35:10Adam Kempenaar:You might see this moment or we could look at the faces De Niro's making and interpret it differently. But remember the scene. It's the one where they're talking about going to Chicago and seeing the wife and daughter. I think it starts they're eating dinner or De Niro's eating dinner. He's eating that chicken wing. And it starts that whole conversation that really opens up that dialogue about like being in denial about what the right thing to do is and doing the wrong thing anyway. And he's eating these chicken wings, even though he knows that they're bad for him. The way that scene opens though, is just silently with De Niro chewing and the Duke watching him.
35:47Adam Kempenaar:And we get the sense that, you know, he's quietly judging him or at least quietly considering the damage this is doing to him. And the face that De Niro's making, the reaction, everything within his body suggests to me someone who is aware of that judgment and actually is a little bit bothered by it. He's someone who, again, comes off as so brusque and there's all that bravado and that sense of control. And in that moment, it's as if he knows he's being watched. He knows he's doing something quote unquote wrong. And he's a little bit ashamed of it. He would never say that. He would never admit it, but De Niro lets that in.
36:26Adam Kempenaar:He allows for that to be an interpretation of the moment. So I want to get to the pathos. And I give Gallo, the screenwriter here, some credit in that even if we think we know it's coming, that eventually he's going to end up on the doorstep face-to-face with his ex-wife and daughter again after that's introduced, I could see a lesser film concocting an extremely stupid ruse to get them there. And maybe some people watching this would say, that is what happens with the shootout in Chicago and they get away on foot. Okay. But the fact that that moment comes, not because Jack has some big change of heart or all of a sudden feels like he has to do this and we don't really believe that his character would do it.
37:18Adam Kempenaar:The fact that the only way he ends up back on her doorstep is because he truly has no other choice, that he is so desperate for help that he goes to the only person whose help he can ask. I appreciated that. And then when we get there, that interaction with Wendy Phillips is gale. Everything about their energy suggests and sells the history that they have. And the feelings that have changed dramatically between the both of them, but that are still there. And I mentioned the head shake that I love so much that De Niro gives in that comedic moment on the phone where he lets the Duke know that he doesn't mean it.
38:05Adam Kempenaar:How about the four, I think it's four head turns that we get, those silent head turns that we get when he sees his daughter.
38:14Josh Larsen:Denise?
38:19Josh Larsen:He got so big.
38:21Adam Kempenaar:And the way De Niro even kind of asks her her name when he says Denise, it's a question. He just can't believe that that's really her, that that's his daughter who he hasn't seen in so long. And that line delivery, you got so big. the hugs where he he kind of he doesn't really know what to do he hugs her like three times you know kind of briefly as opposed to one big hug and then her going back out into the driveway and trying to help her dad despite the fact that they've been estranged i'm not gonna lie josh it's midnight run and it got a little dusty twice sitting on my couch watching this movie
38:58Josh Larsen:in those moments i think that's a overall well-handled scene i can't say it got things dusty for me maybe my favorite moment in it though is the awkwardness that they allow and give space for and it's right in that sequence you're talking about in sort of the entranceway to the house after his wife has left the room for a few minutes and so here's who we're left with the duke jack and this daughter who as you pointed out he's not even entirely sure it's been so long at first that it is his daughter. I think is Danielle Duclos plays the daughter, I believe. And yeah, no dialogue. There's like, I don't know, maybe 40 seconds of De Niro just kind of looking around awkwardly, wandering around a little bit, not knowing what else they've been reintroduced at this point.
39:54Josh Larsen:And some sort of conversation should happen, right? And it's not. And the movie just sits there and lets us sit in that. And that was one of those bits where it's unexpected, right? I didn't, we know this scene is coming. I think it plays out, you know, as mostly we expected probably, but I did not expect a little moment like that. And even Grodin is good there again, patience, not going for a laugh. He's you're seeing his face in that scene. And you're also seeing how awkward he is in that moment. Maybe even thinking I shouldn't have pushed this. This was a bad idea. I was hoping this would end in a better way, but instead it's become really uncomfortable for everyone.
40:37Josh Larsen:And yeah, it was brave of the film to let us sit in that. Yeah. And here I want to go back to what you were saying in terms of what stood out to you about the substance or I suppose one of the morals of this movie or at least the moral discussions the movie is having.
40:56Adam Kempenaar:I, as I think about, again, De Niro's character and what's so effective in terms of rooting all of this in their behavior, at the core of this movie, it's not the gags, it's not the action, it's not plot or anything else. It really is character. And with character, I'm going to go to the film spotting word of every episode. It's about the stakes. And there are stakes, right, in that there are these time-driven stakes, what is ostensibly what this movie is about and what Jack's motivation is. Will he make it? Will he complete the job? Will he get back before the deadline Friday night at midnight or whatever it is?
41:33Adam Kempenaar:It really does, though, turn out to be, over the course of the movie, a story about integrity.
41:41Josh Larsen:Yeah, that's the perfect word. Yep.
41:44Adam Kempenaar:It's integrity. That's what they're arguing about. With that comes being willing to do the right thing even in incredibly tough situations. Yeah. That's maybe the definition of integrity is sticking to what you believe in despite the challenges and the adversity. And so with that, you've got these two men who couldn't be more different but actually are equal misfits in terms of society and their professions, right? He notices that his accounting firm is on the take. The police force is on the take. They both end up on the outs with the bad guy, the mob guy in this case, Jimmy Serrano, really great, Dennis Farina.
42:20Adam Kempenaar:Oh, that's so good. And so then the story becomes, actually, for us as viewers, it really becomes a matter of whether or not Jack will really be able to turn the Duke in at the end or not. Will he really be able to do it? And it's a legitimate question, I think, based on what we know about that character. and part of us even maybe wants him to, right? Like, I want Jack to get the money. I want him to complete the job. And the Duke can be kind of annoying. I don't know how I would fare after that whole flight scenario and getting kicked off the airplane, right? Be hard for me to forgive him for that, Josh, no matter what happened.
42:59Adam Kempenaar:But of course, we also want him to do the right thing because that's so central to his character. And so the way that's all fleshed out are these little moments that again, I think maybe lesser movies wouldn't give us are like the one where Jack is formulating the plan and you have that Cotto Mosley looks at him and can tell that he's getting almost giddy about this, which is something we haven't seen from the Walsh character yet. And he says that he's getting excited because he gets to feel like a cop again. You know, all of his behavior, everything he does, those moments of excitement, they inform our understanding of the character and ultimately those stakes.
43:42And, you know, our friend Sam,
43:45Adam Kempenaar:who has seen this movie even more times than me and every time gives it five stars, he had a nice little theory or idea too on Letterboxd where he said that even at the end, his decision to uncuff the Duke could be partly about that's another moment where he gets to feel like a cop again. He gets to not just be kind of the automaton who goes and does the job, but he gets to make a decision. He gets to take the cuffs off of someone and that it's really about part and parcel with his integrity is it's really about his dignity and the fact that his dignity in that moment has been restored more than anything.
44:20Josh Larsen:Yeah, I'm so glad you landed on the word integrity because I think that is essentially what they're quibbling over in almost every discussion they have. It's not inflated always as it is in that discussion at the outpost about the plane versus the truck. That's where it maybe comes to the foreground. But even when they're quibbling over what he's eating, that's kind of at the root of it is that question of integrity.
44:44Adam Kempenaar:Yeah, absolutely it is. And there's another hilarious exchange where it's at the root of it. And I'll mention this in the context of another thing that I saw from Sam on Letterboxd that I didn't see until earlier today, not before I saw the film. in one of his viewings a while back Sam said and of course he did still give it five stars and adores the film but he said that this is the first time that the ending ever troubled him a little bit he said I don't believe Jack would take the money he said he's got too much integrity to use stolen money to open a coffee shop or anything else for that matter and I bring that up because Josh I was so dialed into his integrity and these ethical and philosophical debates if you will, that actually populate this movie, that it had never occurred to me before until watching it last night that I had a moment where I thought to myself, I feel like Jack would give him the money back.
45:41Adam Kempenaar:I feel like Jack would actually be so against using money that came from Jimmy Serrano that he doesn't technically have any claim to no matter what reasons he would use it for or or no matter how bad the guy is right that he's taking it from ultimately in serrano he would never he would never actually use it he would never take it and the movie suggests that this is kind of his redemption this restoration of dignity at the end it's partly when he when he gets this money as well and for me i guess ultimately the way i came to justify it or think it works in terms of the story and character not just in terms of the movie getting a happy ending that we all get to get to smile about is remember the conversation where they're arguing about who lied to who first yeah and the duke's entire point is that he didn't know at the time he was lying when he lied to him on the water about the fact that the duke actually is just fine with flying and in fact has has the ability to fly he didn't know that he doesn't know it till later the implication the idea being right that what you do what your choices say about you in the moment with the information you have at your disposal that's what really matters not ultimately how it shakes out what matters is what you do in the moment and in that moment he has already decided to let the Duke go.
47:18Adam Kempenaar:He has no expectation in that moment that he's going to be rewarded financially for it at all. He's prepared to walk away and never see that guy again or reap any benefits. And in fact, he's missing out on a hundred thousand dollars that he is more than earned. He's actually, this is at the end you're talking about the end. Yeah. Actually losing, losing money. But, but because he's getting rewarded for something he'd already decided to do and it made the right decision based on that, not motivated by the money, I think he can justify it for himself as well.
47:50Josh Larsen:That's it. That's what, as you were talking, I was trying to remember, and it's been like a week since I've seen it again. There's a caveat. There was a little detail that takes place and that's it. That's what you described. That's why it is.
48:05Adam Kempenaar:Take it. You already let me go.
48:07Josh Larsen:Yes. That is why it fits with this whole understanding of integrity, why it's okay for him to take the money. That's what it is. That's why it works for me, at least.
48:16Adam Kempenaar:Yeah. So lastly, just how about Midnight Run being one of those all-time that guy movies? We've already mentioned it a little bit with Dennis Farina showing up as Serrano, but as Serrano and Yafet Kodo as Alonzo Mosley. I love seeing John Ashton again. I say again, because we did talk about him and his relationship with Axel Foley and Beverly Hills Cop, the other Martin Brest film. Joe Pantoliano, Again, I didn't know this until Sam mentioned it on Twitter today, but it's insane that there have been three movies in a row talked about on the show, and he's been in all of them.
48:53Josh Larsen:Joey Pants, I think we're supposed to call him. It's been my month of Joey Pants between Risky Business, The Fugitive, back with Michael Phillips, and now you're in Midnight Run. And the other thing, you mentioned how De Niro here made you think about De Niro and Heat. How about Philip Baker Hall here? His name is Sidney. So I did a quick Google search and couldn't nail it down. But it does seem to be the case that in Paul Thomas Anderson's Heart Eight, he's supposed to be the same character.
49:25Adam Kempenaar:That's so funny that you looked it up because I had the same thought. I'm like, could this really be a coincidence? And maybe I just ran out of time, but I decided not to even search for it. I was like, of course, it's a coincidence. It just has to be. But it probably isn't.
49:37Josh Larsen:Yeah, it probably isn't is what I'm going to say. I gave it probably five to eight minutes and then I was like, I got to move on with my day. So I don't have it definitively anywhere that PTA said this. Maybe that's out there somewhere and a listener knows. But yeah, he's a mob advisor here. That would track, right, with the sort of mysterious Sidney's past in Hard Eight. And I think that's, even if it's not the case, it's lovely that it works out that way. I heard somebody picked up my dukes in New York. It's old news, Sidney. I'm already on it. I don't have to tell you what'll happen if he becomes a government witness.
50:08Josh Larsen:I can assure you that will not be the case. Yeah, I assumed you were taking that position, but I am supposed to advise you against such acts. Sidney, relax. Have a cream soda. Everything is going to be all over within a few minutes.
50:18Adam Kempenaar:We hope you enjoyed that conversation from our archive about Midnight Run from 2023. Josh, a 35th anniversary review. you. Once again, we remind you that as a FilmSpotting family member, you get access to the FilmSpotting archive. You also get bonus shows, get a weekly newsletter, you get early ad-free shows and more. It's all at FilmSpottingFamily.com. And don't forget, on Friday's flagship show, it is our top five needle drops. It's a good one with Rico Galliano from MUBI. Thanks for listening. This conversation can serve no purpose anymore. Goodbye.
51:24Adam Kempenaar:the new 2027 Kia Seltos X-Line. It's real world ready. Kia, movement that inspires. Limited inventory available. Comparison based on publicly available data regarding cargo room and 2026 entry all-wheel drive CUVs as of May 2026. Entry all-wheel drive CUV class as defined by Kia segmentation.
51:39Josh Larsen:Apple Vacations, where your story starts.
51:43Adam Kempenaar:The summer savings event is here at Apple Vacations. It's the perfect time to bring everyone together for the getaway you've been dreaming about. Book between July 24th and August 27th and enjoy up to 55 % instant savings. From From relaxing beach days to unforgettable moments with the people who matter most, your next vacation starts here. Travel through July 31st, 2027. Start your vacation today at AppleVacations.com or through your travel advisor. Apple Vacations, where your story starts.
52:10Josh Larsen:Honey, Felipe sent another photo. From Argentina? How? With T-Mobile, of course. Mira, he's video calling us. Hola, familia. Did you get my photos? We did. They're so pretty.
52:22Adam Kempenaar:Here to share every moment with T-Mobile. Enjoy data roaming at no extra charge in 21 Latin American countries. Switch now on the T-Life app or T-Mobile.com slash connectate. Qualifying plan required not for extended international use. You must reach out in the U.S. and primary usage must occur in our network. Visit T-Mobile.com. Hey, did you know Deaton Watson has been family owned for over 85 years? To us, that means it's more than a business. It's personal. We make our premium meats and cheeses the right way. even if it's slower or inconvenient or hard because that's how you get the highest quality.
52:55Adam Kempenaar:If it's not good enough for our family,
52:57Josh Larsen:it's not good enough for yours. And while others cut corners, we keep raising the bar. So if you see the Dietz & Watson name, you'll know every slice has my family's seal of approval. Dietz & Watson, it's a family thing since 1939.
From the publisher
In 2023, Adam and Josh took another look at 1988's Midnight Run for its 35th anniversary. The Robert De Niro/Charles Grodin action comedy was an early and somewhat controversial inductee in the Filmspotting Pantheon, a decision they use their conversation to defend.
Unlock the full archive, Filmspotting Discord, ad‑free + bonus episodes, and more when you join the Filmspotting Family. Promo code: summer for 20% off through Aug. 31.
See omnystudio.com/listener for privacy information.
