'Someone to Watch Over Me'
The Ringer's Bill Simmons and Chris Ryan spend the night in the Upper East Side with Mike and Claire as they rewatch Ridley Scott's 1987 crime thriller 'Someone to Watch Over Me' – starring Tom Berenger, Mimi Rogers, and Lorraine Bracco.

Cast
Tom Berenger as Mike Keegan
Mimi Rogers as Claire Gregory
Lorraine Bracco as Ellie Keegan
Jerry Orbach as Lt. Garber
Andreas Katsulas as Joey Venza
Directed by: Ridley Scott
Written by: Howard Franklin
Notes
- A 'one for us' / 'flawed Rewatchables' episode. Bill and CR only, with Craig producing. Bill's flawed Rewatchables checklist: is it OK if the movie is flawed but an incredibly cool hang? If the performances are better than the actual movie? If the ending falls apart? If an excellent director said 'plot schmutt, I care more about how this looks'?
- Ridley Scott comes off Blade Runner and Legend, wanting a change of pace – 'to be set in present day New York dealing with the lives and relationships of contemporary characters.' He did extensive research studying Queens cops and how they interacted. He saw Berenger in a rough cut of Platoon and was fascinated.
- Mimi Rogers deep dive: graduated high school at age 14, screen tested for 'Body Heat' (lost to Kathleen Turner), married to a Scientology counselor first, then to Tom Cruise, member of Mensa, on the board of directors for the World Poker Tour, did Playboy in 1993, quietly quit Scientology in the 90s. Said about Cruise: 'he thought he had to be celibate to maintain the purity of his instrument. My instrument needed tuning.' Then retracted the comments.
- Mimi Rogers tested for both parts (Ellie and Claire), didn't get Ellie, was brought back for Claire. She and Berenger had already screen tested together for 'Body Heat' – neither got it. Sharon Stone screen tested for Claire but lost to Mimi; four years later the roles flipped when Stone got 'Basic Instinct' over Mimi.
- Lorraine Bracco's first movie – a complete unknown. Had a modeling career before this. Scott said the Ellie role was the hardest to cast. She's phenomenal knowing 'Goodfellas' is coming in three years.
- Ridley Scott: 'the most visual director I've ever worked with' per Mimi Rogers. He specifically asked her to put blonde highlights in her hair so light would hit them in dark scenes. He spent more time on how things looked than on actor direction. Pauline Kael said 'Ridley Scott put so much morbid, finicky care into this silly little story that he's worried the fun out of it.'
- Bill: 'This had all the tools to be the greatest erotic thriller of all time' – better blueprint than 'Fatal Attraction'. Then diagrammed 8 sex scenes they could have added. Craig agreed: 'no gratuitous nudity, no sex scene – it's a huge miss.'
- $12.8M budget, made $10.3M – a box office loser. Roger Ebert gave it 2 stars.
- Ridley Scott follows Blade Runner with Legend, 'Someone to Watch Over Me', Black Rain, then Thelma & Louise (which they've never done on the Rewatchables).
- The song 'Someone to Watch Over Me' (George Gershwin) plays three times: Sting's version over opening credits, the original mid-movie, and Roberta Flack over end credits. Bill: 'It's rare to have a song three times in the same movie titled after the movie that's also the theme. It's the fucking Triple Crown.'
Categories
Quote from Rog's review:
“Once you master the concept, there's nothing left for the movie. Movies like this are on automatic pilot. There's nothing fundamentally wrong with the script in which the hero sleeps with the wrong woman.”
- 2 stars. Also wrote: 'The makers of this film got so carried away with their high concept that they missed the point of the whole story.' Bill thought it was 'one of the better reviews I've read from him on any movie we've done.'
- Pauline Kael: 'Ridley Scott put so much morbid, finicky care into this silly little story that he's worried the fun out of it.' Bill: 'Late 80s Pauline needed a big heaping helping of settle down juice.'
- Bill: The opening credits with Sting singing 'Someone to Watch Over Me' over nighttime New York. Also: Berenger's first day walking through Claire's incredible apartment (he gets lost, ends up in the closet). The Guggenheim party – tie shopping, Claire's friends fishing for info ('who have you been hiding from us?'), the 'does shooting a gun make you hard?' lady, then the chase. Claire asks Mike for a drink on his last day. Ellie finds out about the affair at lunch – incredible Bracco with Twin Towers in the background: 'You come back for me. Not for Tommy, not for your mother, not for your God damn job.'
- CR: When Ellie finds out about Claire – 'such a great scene.' Also the Studio 54-style club opening, and Joey Venza with Keegan's family at the end (ridiculous but compelling).
Bill: Sting doing your theme song, or a club blaring Steve Winwood – 'I love Steve Winwood. I would never listen to Steve Winwood again for any reason at this point.'
- CR: People reacting to adultery in an adult way – Bracco doesn't just say 'our marriage is over,' she works through it. Also: the kid Tommy (perfect 1987 kid with cyclist hat, like Bart Simpson). The cop Koontz having a little stud earring – CR 'really thought for a second about coming in today with a stud.'
- Bill: The opening cop party – 'I just like hanging out with cops.' Cop daughters who marry cops. Cops calling other cops' wives 'the old lady.' All the Bracco scenes knowing 'Goodfellas' is coming. Two-way mirrors for perp IDs. Mike's old school 80s Jets sweatshirt with a collar. New York guys pronouncing 'idea' as 'I-dear.' Claire's apartment. Cops hanging out with their families.
- CR: Scotty's bachelor apartment with the bunk beds – 'Renee is a screamer.'
Bill and CR: Berenger on the 80s New York subway standing up with the handles. 'Ridley probably spent two days storyboarding that.'
- Bill: Opening Sting version of 'Someone to Watch Over Me.'
- CR: Roberta Flack version over the end credits.
Bill: The last 10 minutes. Joey somehow knows Mike is at a Queens party, shows up, takes the family hostage. What's Joey's strategy? What's Mike's strategy – bring Claire so she'll get shot? 'This is the reason this movie is not considered a classic.' But 'this is an 80s thing – sometimes they just didn't know how to end movies.'
- Bill: Claire having a painting of herself – 'it's a rich person move I've never understood.' The fake punch sound effect when Bracco hits Berenger – 'beyond what's aged the worst.' Orbach in the hospital trying too hard: 'Is it love, Mike?'
- CR: The terrible punch sound effect. 80s villains were just psychos with no motivation – 'the guys in 'Commando' were just psycho.' Also: Venza always seems to have a tux.
Bill and CR: Joey Venza – 'I give the order, I don't take orders.' Also when he first gets Mimi Rogers in the bathroom: screaming 'don't say a word!' at the top of his lungs.
- CR: Joey Venza is the best thing that ever happened to Mike and Ellie's marriage – his entrance 'shows them what's important and probably reinvigorates their sex life.'
- Bill: This had all the tools to be the greatest erotic thriller of all time. Better blueprint than 'Fatal Attraction'. Then diagrammed 8 potential sex scenes: Ellie 'my ass is dropping' scene, solo scene with Claire in the bathtub, scared sex with Claire, make-up sex with Ellie, etc.
- Mimi Rogers tested for both parts. Didn't get Ellie (which she wanted), was brought back for Claire. She and Berenger had already screen tested together for 'Body Heat' – neither got it.
- Sharon Stone screen tested for Claire. Lost to Mimi. Four years later, Stone gets 'Basic Instinct' over Mimi. Bill: 'Sharon Stone as Claire is a completely different movie because I don't think he's going back to Queens.'
- CR suggested Susan Sarandon for Claire (didn't think it worked), Geena Davis or Melanie Griffith for Ellie.
- Bill: Jessica Chastain as Claire in the early-mid 2010s. Demi Moore circa 1993-94 'Disclosure' era. Nicole Kidman in '95.
Bill and CR: Andreas Katsulas (Joey Venza) – also the one-armed man in 'The Fugitive'. Also: Tony DiBenedetto as TJ (also played Johnny Fingers in Marked for Death). Mark Moses.
- Bill: The 'does shooting a gun make you hard?' lady at the Guggenheim party – in the movie for a minute and a half and is great. Also: Scotty's bachelor buddy with the bunk beds ('Renee is a screamer').
- CR: Jerry Orbach – 'really trying to go for it' with his 'Is it love, Mike?' scene.
Bill: Dennis Franz as TJ. CR: Could Caruso have been Scotty or even Mike? 'Definitely in the vein of stuff he's good at.'
- The nightclub was shot on the Queen Mary, not in New York. Claire's apartment was built from scratch at Burbank Studios.
- Ridley Scott wanted to make a change of pace from sci-fi – studied Queens cops, how they interacted in bowling alleys and pubs.
- Mimi Rogers's Premiere magazine interview and Bobby Wagant deep dive material (see notes).
- Tom Berenger: Platoon (this is the same 12-month period). Mimi Rogers: This movie – star of a Ridley Scott film, married to Tom Cruise. Lorraine Bracco: 'Goodfellas', not Sopranos. Andreas Katsulas: 'The Fugitive'. Ridley Scott: 'Gladiator', definitely not this.
- The Guggenheim in a movie – CR couldn't think of another famous Guggenheim scene.
- Rich hot socialite characters in a movie.
- Queens movies: 'Coming to America' is the best Queens movie.
- 'Someone to Watch Over Me' renditions in a movie: three in this film. Counter: 'Mr. Holland's Opus'.
Consensus: Hanks. CR: 'It would be pretty funny if Cruise was playing Mike.' Bill: Instead of a sex scene, they'd just be laughing in bed.
CR: Scorsese – 'the material would lend itself more to Scorsese, especially at this time.' Bill agreed: cocaine would get involved, Mike and Scotty would have a bender scene in the bunk beds.
- Bill: Wynn Hockings (the murder victim) or Neil (Claire's doofus boyfriend).
- CR: Koontz, the cop with the stud earring.
- CR: What is Venza's plan? How is he Kaiser Soze-ing through New York? What did he make his money doing? The NYPD knows who killed Wynn Hockings but just lets Venza work it out. No District Attorney consulting on any of this. Once witness protection kicks in, the FBI would take Claire to a secure location – she wouldn't be at her apartment going out in NYC.
- Bill: Claire would never be with Neil – they need to establish Neil is worth a kajillion dollars. Claire says 'I have to go for a pee' – she would say 'I have to stop by the ladies room.' Why doesn't Joey just murder Claire in the bathroom? He murdered Wynn Hockings in public. The drinks scene: they get home at 3AM but nobody's drunk enough.
- CR: 'I'm all good' – no sequel, prequel, or remake needed. Not even untouchable, just done.
- Bill tried to make the case for an Apple TV prestige version – learn more about the Queens cops, Scotty's divorce, the moaner. CR: 'Terrible by the 5th episode.'
Bill: How loaded was Claire? (Generational wealth, dead parents, probably died in a small helicopter crash in the early 80s.) What does she do for a living? (Socialite, maybe owns a gallery, charitable foundation.) Claire as one of the great catches in movie history. What are her next three boyfriends after this? CR: 'Italian count.'
- CR: Would not want the bunk bed from Scotty's bachelor pad. Would want the Jets sweatshirt to give to Sean Fennessey.
- Bill: The tie or the Jets sweatshirt.
- Scotty: 'What the hell is so great about being married? Marriage is an idea whose time has come and gone.'
- Bill: Mike cops to falling for Claire because their relationship is too good to hide stuff.
- CR: Jagged Edge.
- Bill: Black Widow (1987) – another movie where the first 90% is awesome and the last 10 minutes falls apart. Also: 'Fatal Attraction' (same year) or Suspect (1987, Dennis Quaid and Cher).
- Bill: Mimi Rogers – 'this movie left me wishing she had done more. Bracco got to be in some good stuff. Mimi, it's like what? I felt like there was more there.'
- CR: Ridley Scott. A push among the actors, but giving it to the director.
Craig had never heard of this movie. Compared it to NFL draft scouting: 'Scouting Abdul Carter's boring. I want a fourth-round tackle out of Chattanooga.' Called it 'a couple squares short of 80s movie bingo but it hits a lot of them.' Called it 'hairdo Apex Mountain – the LeBron and Bosh Big Three of 80s hairdos.' Also noted: 'No gratuitous nudity, no sex scene – it's a huge miss.' He was converted by the pod: 'Minority Report, not for me. This movie? Pretty good.'