Boston Public Library

Boston, MA 02116
 No longer the property of the
Boston Public Library.
Sale of this material benefits the Library.

The Making of
MEMENTO
Of related interest from Faber
MEMENTO & FOLLOWING
by Christopher Nolan
The Making of
MEMENTO

JAMES MOTTRAM

ff
faberandfaber
 First published in 2002
by Faber and Faber Limited
3 Queen Square London wcin 3AU

Published in the United States by Faber and Faber Inc.

an affiliate of Farrar, Straus and Giroux LLC, New York

Typeset by Faber and Faber Limited

Printed in the United States of America

Illustrations 1-13 © Newmarket Capital

Group, by courtesy of Pathe
Illustrations14-16 by courtesy of Daniel McFadden
Illustrations 17-18 by courtesy of Patti Podesta

All rights reserved

© James Mottram, 2002
'Memento Mori' © Jonathan Nolan, 2002

James Mottram is hereby identified as author of this work in accordance with Section 77
of the Copyright, Designs and Patents Act 1988

This book is sold subject to the condition that it shall not, by way of trade or otherwise, be
lent, resold, hired out or otherwise circulated without the publisher's prior consent in any
form of binding or cover other than that in which it is published and without a similar
condition including this condition being imposed on the subsequent purchaser

A CIP record for this book

is available from the British Library

ISBN O-571-21488-6

2468 10 97531
 To Jerry,
Something to remember me by . . .
 1

Contents

Acknowledgements ix

Introduction xi

Memento i

Credits 1

The Making of Memento 19

Appendix 183
 Digitized by the Internet Archive
in 2014

https://archive.org/details/makingofmementoOOmott
 Acknowledgements

I would particularly like to thank all those who worked on Memento

who gave up their time to talk about the film, namely, Chris Nolan,
Emma Thomas, Jonah Nolan, Wally Pfister, Jennifer Todd, Aaron
Ryder, Dody Dorn, Patti Podesta, Cindy Evans, David Julyan, Gary
Gerlich, Bob Berney, Patrick Wachsberger, Guy Pearce, Carrie-Anne
Moss, Joe Pantoliano, Mark Boone, Jr and Larry Holden.
I would also like to thank my editor, Walter Donohue, Richard Kelly,

Marianne Gray, Michael Dillingham, Julie Keough, Tony and Debra

McMahon and the staff of the BFI library and viewing facility.
Special thanks to: Swifty McBay, Ted Maul, Chris James and, of
course, Tom 'What about this?' Lewis.

Visit: www.jamesmottram.co.uk
 Introduction

Every one of us experiences a film differently but, for whatit's worth,

here's my Memento. One thing I won't be yours.

guarantee is that it

I've seen the film five times now; each time, it has caused a different
emotional reaction. My first two viewings were in a small basement
screening room in Wells St, London Wi, in August and September
2000. The first time I saw it, appropriately enough I was with friend
and former editor Jeremy Theobald, both the lead and co-producer
of Christopher Nolan's debut. Following. I emerged bewildered and
almost hollow inside, an empathetic emptiness for this man caught in
a perpetual cycle of revenge. I was also confident I had a grasp on the
mechanics of Nolan's intricate plot. My second screening left me dis-
satisfied: fully believing that, on going into the movie, I knew what

was going to happen, I left the room frustrated, a feeling echoed by my

companion that evening, who had seen the film for the first time.
Bogged down with further questions about Leonard's back-story, a
feeling of uncertainty crept over me; answers dangled tantalizingly,
fading as dreams do, as my memory of the film diminished. Unlike the
flourish of expositional information in the finale to Following, Nolan's
second feature was beginning to prove much more elusive, a quality
rarely achieved in contemporary cinema. Months later, with the
knowledge that thisbook was in the offing, I watched the film on VHS
for a third time. The feeling? Relief. The benefit of the 'pause' button
allowed me to stop the film and think about what was unwinding
before me, allowing me to re-assert my authority over the narrative.
Twice more I watched it, either side of completing all the interviews
for this book. The first of these caused me amusement more than any-
thing, as my housemate guffawed her way through the movie, laughing
at Leonard's wry comments about his condition. As you might expect,
my most recent viewing, stimulated by hours of discussions with the
film's key collaborators, evoked feelings of both enlightenment and
obsession. But just in case you think I've found all the answers, I
haven't. Memento is a film that rests and revels in ambiguity, the
answers all there but necessarily obscured. I have settled, finally, for
theories rather than answ^ers. Like one of my favourite films over the
past few years, David Lynch's Lost Highway^ it concludes with a nar-
rative loop - or - that dares to return us, in some
in this case hairpin
senses, to the beginning, exploding questions outwards like shards of
flying glass. While I hope to answer some in the course of this book, I
trust by the end you will still have some left.

James Mottram, September 2001

Memento
Above and opposite: Lenny (Guy Pearce) shoots Teddy
(Joe Pantoliano), with gun and Polaroid camera.

2
4
 Written on the body; Lenny inscribes himself.

Lenny's murdered wife, Catherine Shelby (Jorja Fox),

6
Natalie tests Lenny's memory with a drink.

7
Lenny reads himself, under Natalie's watchful eye.

8
9
Christopher Nolan and Guy Pearce.
 Credits

CAST
Leonard guy pearce
Nataliecarrie-anne moss
Teddy joe pantoliano
Burt MARK BOONE, JUNIOR
Waiter russ fega
Catherine jorja fox
Sammy Stephen tobolowsky
Mrsjankis Harriet sansom Harris
Doctor THOMAS lennon
Dodd CAELUM KEITH RENNIE
Blonde kimberley Campbell
Tattooist MARIANNE MUELLERLEILE
Jimmy larry holden
Stand-ins chad lane
scott pierce
jenny worman

CREW
Writer/Director chris nolan
Executive Producer aaron ryder
Producers Jennifer todd
SUZANNE TODD
Director of Photography wally pfister
Production Designer patti podesta
Costume Designer cindy evans
Music DAVID JULYAN

Line Producer elaine dysinger

Production Associate emma thomas

II
Unit Production Manager page rosenberg-marvin
Production Supervisor bill povletich
ist Assistant Director Christopher pappas
2nd Assistant Director Michelle pappas

Stunt Coordinator julius leflore

Stunts BRIAN AVERY
CHRIS DOYLE
COREY EUBANKS
STEVE HULIN
MONTE PERLIN
Post Production Supervisor Jenifer chatfield
Post Production Consultant nancy kirhoffer
First Assistant Editor mike grant

Camera Operator bob hall

First Assistant Camera phil shanahan
Second Assistant Camera daniel c. mcfadden
Still Photographer danny rothenberg
Set Decorator Danielle berman
Assistant Art Director p. erik carlson

Property Master sean fallon

Assistant Property Master tessa 'lucky' chasteen

Script Supervisor steven r. gehrke

Production Coordinator larry lewis t.

Assistant Production Coordinator Christina kim

Sound Mixer William m. fiege

Boom Operator ace Williams
Location Manager russ fega
Assistant Location Manager howie sherman

Key Make-Up Artist scott eddo

Key Hairstylist larry waggoner

Assistant Costume Designer laura marolakos

Set Costumer anne laoparadonchai

Special Effects Coordinator Andrew sebok

12
Storyboard Artist mark Bristol
Leadman david mocsary
On-set Dresser marilyn morgan
Swing Gang Patrick bolton
WALSH CREEK CARVALHO
J. J. FLEISHER
Draftspersons Andrew max cahn
FANEE AARON
Art Department Assistants Liz ruckdeschel
JULIA d'AGOSTINO
JAY HAD LEY

Gaffer cory geryak

Best Electric jim mccomas
Boy
Lamp Operators eric m. davis
GREGORY E. MCEACHEN
DON SPIRO
RACHEL WELLS
Key Grip jason newton
Best Boy Grip david bodin
Dolly Gripkenny davis
Grips dan lynch
R. MICHAEL STRINGER
LANDEN RUDDELL
Construction Coordinator paul a. still
Head Paint Foreman dan dorfer
Set Painters randy budka
JEFF LEAHY
DENNIS BIANCHI
Standby Painter lilly frank
Standby Carpenter derek christensen
Propmakers lamont carson
WILLIAM F.GRAVES II

GABRIEL LOPEZ
CATHRYN SANNER
RUSS BROWN
Production Accountant william povletich
First Assistant Accountant denise mora

13
Post Production Accountant Elizabeth bergman
2nd Second Assistant Director michael j. musteric
Todd erika hemmerle
Assistants to Jennifer
MARIANNE TITIRIGA
Assistants to Suzanne Todd Michelle glass
FRANK JOHNSON
Key Set Production Assistant monica m. kenyon
Production Assistants jonah nolan
AUDREY TALLARD
CHARLIE YOOK
ED MCGRADY

Casting Assistant wendy o'brien

Extras Casting bill dance casting
Casting Associate Terence Harris

Publicist AMANDA LAWRENCE

Transportation Coordinator p.gerald knight
Transportation Captain Joseph r.feeney
DriversRobert blatchford
BRUCE CALLAHAN
JOHN BUD CARDOS
GARY DEVOE
DAN DUFFY
DENISE FLIGG
CHARLES NEWLAND
SHAUN RYAN
STEVE 'shoe' shoemaker
KEVIN HALE SIMMONS
TRAVIS STAKE
DAN O.WISEMAN
First Aid anthony woods
Construction Medic janet Baxter
Caterer cuisine express
Chef ANTONIO GARCIA
Helpers jose carrillo
RAFAEL HERNANDEZ
Craft Service rhonda wheelan
CAJUN GUILBEAU

14
Newmarket Executives cindy kirven
BRENT AMELINGMEIER
DEBRA POLLACK
KENNETH KIM
RENE COGAN
JOHN CRYE
SCOTT LECLAU
LINDA HAWKINS

SECOND UNIT
First Assistant Director marlon smith
Second Assistant Director Robert j. ohlandt

Director of Photography joaquin sedillo

Eirst Assistant Camera david j. harder
Second Assistant Camera rich hughes
Key Grip kevin chickauis
Best Boy Grip shane toulouse holliday

POST PRODUCTION
Supervising Sound Editors gary s. gerlich
RICHARD LEGRAND, JR
Re-Recording Mixers michael gasper
JONATHAN WALES
Recordist Charlie ajar, jr

Music Supervisor david klotz

Music Editor mikael sandgren

Sound Effects Editors william hooper
PATRICK O'SULLIVAN
Assistant Sound Editor samuel webb
Dialogue Editors Walter spencer
NORVAL CRUTCHER HI
Apprentice Editor cybele o'brien
Post Production Assistant jamie burris

15
Color Timers mato der avanessian
DON CAPOFERRI
ADR norval crutcher hi
Supervisor
ADR Mixers jeff gomillion
ALAN HOLLY
ADR Recordist diana flores
Foley Mixer albert romero
dean minnerly
Foley Artists
ROB MUCHNICKI
ADR Voice Casting Barbara Harris

ADR Voices
terrence beasor
vicki davis
john demita
judi durand
EFRAIN FIGUEROA
GREG FINLEY
JEFF FISCHER
DORIS HESS
RUTH ZALDUONDO
BOB NEILL
Negative Cutting magic film & video

Titlesand Opticals title house

Post Production Sound Services provided by
UNIVERSAL STUDIOS SOUND
Digital Audio Loading provided by
DIGITAL DIFFERENCE

Additional ADR Services provided by

SOUNDFIRM. MELBOURNE

Grip &c Electric Equipment provided by

THE LEONETTI COMPANY
Completion Bond provided by
FILM FINANCES, INC
Insurance provided by
AON/ALBERT G. RUBEN INSURANCE SERVICES INC

l6
Production Legal Services provided by
STROOCK & STROOCK LAVAN
Additional Legal Services provided by
bennett j. fidlow
'something in the air'
Written by David Bov^ie
and Reeves Gabrels
Performed by David Bow^ie
Courtesy of RZO Music. Inc./
Virgin Records America Inc.

'stone'
Written and Performed by Monc
Courtesy of Conglomerated Industries

'generation z'
Written and Performed by Monc
Courtesy of Conglomerated Industries

'motherlode'
Chuck Hamshaw
Written by
& Mark Schmidt
Published by JRM Music (ASCAP)
Courtesy of
Megatrax Production Music Inc. (1994)

'IPANEMA dreaming'
Written by Daniel May
Performed by Daniel May
Published by Revision West (BMI)
Courtesy of Marc Ferrari
MasterSource

'do the boogaloo'

Written bySammy Burdson
and Jean-Claude Madonne
Sonoton Music Library
Courtesy of Associated Production Music

17
SYNOPSIS

Memento is an inverted noir, a detective story told backwards in order

to thrust the audience into the head of a protagonist who can't define
himself in the present, but is forced to trust the conclusions of his for-
mer self. The subjective storytelling is intended to make us question
familiar notions of revenge and identity.

Venice Film Festival catalogue, September 2000

18
The Making of
MEMENTO
 Chapter i

'It's beer o'clock. And I'm buying.'

The Critical Response

FADE IN:
INT. DERELICT HOUSE - DAY [COLOUR SEQUENCE]
A Polaroid photograph, clasped between finger and thumb, showing a
crude, crime-scene flash picture of a mans body lying on a decaying
wooden floor, a bloody mess where his head should be.

The image in the photo starts to fade as we superimpose titles. The

hand holding the photo suddenly fans it in a rapid flapping motion,
then holds it still. The image fades more, and again the picture is
fanned.

As the titles end, the image fades to nothing. The hand holding the
photo flaps it again, then places it at the front of a Polaroid camera.

The camera sucks the blank picture up, then the flash goes off.

As the Polaroid fades to white, so we begin with a blank slate . . .

It's the story of Leonard Shelby (Guy Pearce), a man who proves as

emotionally empty as his surname suggests. Unable to make new

memories since a blow to the head during a raid on his apartment, he
remains hell-bent on avenging the death of his wife from that same
assault. Hampered by his affliction, Leonard trawls the motels and
bars of Southern California in an effort to gather evidence against the
killer named John G. Tattooing scraps of information on
he believes is

his body, memory is abused by two others: bartender

Leonard's faulty
NataHe (Carrie- Anne Moss) and undercover cop Teddy (Joe Pantoliano),
both involved in a lucrative drug deal.
It's also the story of how writer-director Christopher Nolan avoided
the 'sophomore slump with flying colours', as Variety delicately termed
it. No second-album syndrome here, for in Memento Nolan manages
to significantly deepen the issues of identity and narrative pursued in

21
his black-and-white 70-minute debut Following. The story of a would-be
writer who becomes entangled in a murderous web of his own making
after he meets a charismatic burglar who shows him the voyeuristic
delights of his profession, its fractured time-line indicated just how
willing Nolan was to challenge his audience. Raised in both the US and
England, Nolan's mother is American, his father English, leading one
critic to aptly call him 'a double-crosser himself. He had been making
Super 8 shorts (Action Man toys in science-fiction epics) with his father's
camera was seven, collaborating with his brother and childhood
since he
friends Roko and Adrian Belie (who themselves would go on to make the
award-winning documentary Ghengis Blues). All good prep in terms of
fine-tuning his powers of resourcefulness, much needed on Following.
Shot on weekends with friends from University College, London, where
he studied English literature, it received a cursory UK release, after
receiving finishing funds from Next Wave Films. With his third film - a
re-make of Erik Skjoldbjserg's thriller Insomnia starring Al Pacino,
Hilary Swank and Robin Williams - in the can, Nolan stands on the
brink of widespread critical and commercial acclaim as he turns 30.
It's also a story of the resuscitation of film narrative. While twist-

ending movies with unreliable narrators have been flourishing at the

box office in recent times (The Usual Suspects, Twelve Monkeys., The
Sixth Sense being the most memorable). Memento manages to out-
manoeuvre them all. A modern noir about time, memory and identity,
it delivers a sucker punch unlike any other. While The Usual Suspects

closes as a mere shaggy-dog story and The Sixth Sense does no more
than play paranormal games, Mementoes unique reverse structure lures
us into a false sense of security; by the end, at the point we think we
know absolute truth, Nolan whips the rug from right under our feet.

What followsan attempt to survey the reaction to Memento and

is

introduce the reader to some of the theories and themes that surround
the film.

The critics

I hope no shame to admit I couldn't understand Memento.

it's

Maybe I should have gone back and seen it a second time. Frankly,
I couldn't face the exam it would set me The feat of keeping so
. . .

many bits of disparate and seemingly disordered information in

one's mind was too much for me. Mensa champs might have

22
 accomplished it; I grew fatally confused, then resentful that such a
brilliant idea should be so unnecessarily entangled in style.

Alexander Walker, London Evening Standard^ 19 October 2000

One of the most honest reviews I have read for Memento, Walker's
critique also lamented the fact that Nolan was not rewarded by his
newspaper at their annual film awards for Most Promising Newcomer
for Following - a film that led Walker to call Nolan 'an ingenious new
talent who looks back to Stanley Kubrick's own polymorphous begin-
nings' - high praise indeed from a critic with strong personal links to
the late Kubrick.
Likewise, Jonathan Romney began his review in the New Statesman:
I tend to take a lot of notes during press screenings; the more
intriguing the film, the more notes. Sometimes I write so much that
I miss entire chunks of the film. Then, when
comes to writing a it

review, I can't always read my own writing or remember exactly

what a note means. So reviewing ends up being largely a process of
deciphering my own notes and reconstructing in my mind the film
that they supposedly refer to (but which I may already have half-
forgotten). This probably means that my reviews are inaccurate
and unreliable; but, if so, they are no more unreliable than anybody
else's, or than memory itself.''"

As you might imagine, Romney went on to draw comparisons with

Memento, a film in which 'the hero is similarly confounded by his own
note-taking'. Just as many of the more interesting critiques of the film
showed. Walker and Romney found themselves unwittingly in
Leonard's shoes; their task akin to his, they, unlike Leonard, were less
prepared, their 'system' not as in tune as his. Unable to disconnect
themselves from this world, they got a taste of what it was like to be
Leonard Shelby.
Undoubtedly the best-reviewed film since LA Confidential three
years before, it was clear from the outset that Memento would garner
strong praise, surrounded as it was by a lacklustre selection of major-
league films at the time (Space Cowboys, What Lies Beneath and the
thematically related Invisible Man re-working. The Hollow Man,
spring to mind). Screen International's Lee Marshall, reporting from
the Venice Film Festival, where the film received its first international

'•"Jonathan Romney, New Statesman, 23 October 2000

2-3
screening, immediately spotted the film's potential: 'That the ending
leaves too many questions unanswered will, if anything, only boost the
film's word-of-mouth appeal; Memento is the sort of film that gives rise
to long post-screening discussions.' Variety's Lisa Nesselson, reporting
from Deauville, where the film next played, called it 'a bravura tribute
to the spirit of Foint Blank and the importance of memory [that]
deconstructs time with Einstein-caliber dexterity in the service of a
delectably disturbing tale of revenge'.
The UK-based long-lead reviewers that followed were equally
impressed. Sight and Sound's Chris Darke, for example, called it 'a
remarkable psychological puzzle film, a crime conundrum that
explores the narrative possibilities of noir\ Empire^ meanwhile,
and exhausting
called the film 'exciting, intriguing the promise . . .

Nolan showed with his no-budget noir debut Following has been
borne out with an assured and original thriller'.
As can so often happen, sensational advance word can rankle some
critics further down the line (American Beauty^ for example, received a
whipping from some national reviewers in the UK, fed up of being told
it was the film of the year). 'Chris and I were real concerned that any

minute there would be a backlash,' says Memento's Executive Produc-

er, Aaron Ryder. 'The reviews were so good, it felt like somebody

would take a shot at us. But it's just kept going. I saw a statistic that
said we had 94 per cent good reviews.'
Indeed, the majority of the UK national critics, who saw the film
before their US counterparts, were positive. Philip Erench, in the
Observer^ called it 'one of the year's most exciting pictures'; Anne

Billson of the Sunday Telegraph noted it was 'a thriller that engages the
brain from beginning to end ... an intellectual roller-coaster'; Peter
Bradshaw, in the Guardian, said that 'bobbing and weaving for 112
minutes, it is a film which somehow manages to keep you off balance
and on your toes'. There were detractors, of course. Adam Mars-Jones
in The Times said: 'Perhaps he's [Nolan] been influenced by Roeg's love
of fracture, but the editing here isn't in the same class; memories of the
assault are cut into the narrative with an aggressiveness that sometimes
seems callow'; meanwhile, Nigel Andrews in the Financial Times added
that Nolan 'weaves promising labyrinths for an hour. Unfortunately the
film lasts two hours, by the close of which we are screaming for either
enlightenment or release.'
By the time the US critics saw the film, Memento was already a

24
cult classic. Elvis Mitchell, who would
conduct an enlightening
later
interview with Nolan for the DVD, film an 'intense,
called the
through-the-looking-glass noir\ His colleague, A. Scott, noted that the
film pulled off 'a dazzling feat of narrative sleight of hand'. Peter
Travers, of Rolling Stone, called it a 'mesmerizing mind-bender ... a
mind-fuck as well as a new classic among thrillers'; Kenneth Turan, the
LA Times' film critic, called it 'exceptional ... a haunting, nervy
thriller'; Joe Morgenstern, from the Wall Street Journal, said: 'I can't
remember when a movie has seemed so clever, strangely affecting and
slyly funny at the very same time.' Roger Ebert, in his Chicago Sun
Tribune column, even batted away suggestions of plot holes (such as,

How does the protagonist remember that he has short-term memory

loss?) by saying: 'Leonard suffers from a condition brought on by a
screenplay that finds it necessary, and it's unkind of us to inquire too
deeply.'

The public
After the reviews, though, come the public. Glowing critical praise or
not. Memento could still have suffered at the hands of the hardest audi-
ence to please - those who pay. Strong word-of-mouth was obviously
vital.By December 2000, two months after the film had been released
in France and the UK, it still had to make its US debut. The Internet
buzz, by this point, was at fever pitch. 'Do yourself a favor, though,
buy a ticket for the second show following so that your own short term
memory doesn't forget the details,' said one web-head. The reaction on
film-preview site Corona (www.corona.bc.ca) was typical, as reviews
were being sent over from Europe. 'OK, now we really want to see this
film and see if it's as good as all our UK readers say it is Everything . . .

tells one of those films that flies in under the radar

us so far that this is

and surprises everyone.' That the film then flourished, as we shall see,
in an unforgiving marketplace is testament to the fact that Memento is
a movie that prompts coffee-shop debate. Chris Nolan's brother,
Jonathan (known as Jonah), whose short story Memento Mori inspired
the film, has a perspective typical of most:

I got a phone call from a buddy of mine, who's a film studies student
at Tisch Film School in New York. He called me up from a movie
theatre, the Angelika in the Village in New York, having tried to
get into a screening. This was the third weekend, and he had some

^5
 difficulty getting into the midnight screening. Then he watched two
people get into a physical fight with each other, arguing about what
was about. I can't remember hearing that about any other
the film
film.To be perfectly honest, I take a sick sense of pride being
connected to something that has a power to do that. I don't expect
people to sit around for the rest of their lives talking about it; it's

just a piece of entertainment. I snuck out in New York and

watched it with a group of people. I had read from chat-groups
people saying, 'This is the first time I've ever seen total strangers
stickaround after the screening and talk about it with each other.'
Sure enough, that's exactly what happened - and I'm tremendously
proud of that.

As Jonah notes, chat-groups were put to good use where Memento

was concerned. Too many to cover here, but the one I studied
(www.cinephiles.net) contained what one would expect: healthy
argument about the meaning of Memento. By way of introducing the
myriad theories surrounding the film, here are some of the topics up
for discussion. As I have already suggested in the Introduction, many
of the film's plot points can only be speculated upon and Nolan himself
is not about to put his cards on the table and reveal all. Here's what he

has to say:

I believe the answers are all there in the film, but the terms of the
storytelling deliberately prevent peoplefrom finding them. If you
watch the film, and abandon your conventional desire for absolute
truth - and the confirmation of absolute truth that most films
provide you with - then you can find all the answers you're looking
for. As far as I'm concerned, my view is very much in the film - the

answers are all there for the attentive viewer, but the terms of the
storytelling prevent me from being able to give the audience
absolute confirmation. And that's the point.
The Insurance Scam. My personal favourite, one fan suggested that
Leonard's wife faked her own death for insurance money. 'If not, why
would she Lenny continue to hunt for her killer?' Based on the con-
let

fusing clip of Leonard in bed with his loved one, with the 'I've done it'
tattoo on his chest, this person suggested it was a flash-forward to a
time when they were re-united, with the wife masterminding the whole
scam, even manipulating her husband.

26
The mental hospital. As reported by the film's website (www.otnemem
.com) and the short story Memento Mori, Leonard has spent time in a
mental institution. One particularly pedantic reader, after pointing out
that Leonard would have crashed his car had he driven it, as he does,
with his eyes closed for a few seconds in the film's close, added: 'I say
he's still in the mental hospital and this is all in his mind.'

Remember Sammy Jankis. A popular one, given the fact that Teddy
winds up by telling Sammy was a con man, is that some
Leonard that
think Leonard is Sammy (as evidenced by the three-tenths of a second
shot of Leonard in the nursing home, in the scene where Sammy is
committed). Or at least, he has distanced himself from his own past,
and merged it with Sammy's story. With the brief clip of Leonard's wife,
post the rape, under the plastic sheet but with an eye still open, it is sug-
gested she may have lived. This could mean his wife had diabetes,
despite Leonard claiming otherwise (it was possibly brought on after
the attack, hence Leonard being unable to recall it). That Leonard is

unable to make new memories would cover the fact that he accidentally
killed her in the end by overdosing her with insulin - possibly goaded by
his wife, in the way he remembers Sammy's spouse desperately trying to
shake her husband from his memory loss. With the various shots of
Leonard pinching his wife's thigh, along with the brief insert of a needle
being flicked as Leonard notices his 'Remember Sammy Jankis' tattoo,
Nolan does imply that this is possible. Returning to the Tve done it'
tattoo, it ties in to Teddy's suggestion that Leonard has already killed
the real John G. As Joe Pantoliano theorizes: 'Leonard's wife is the one
that tells him to start tattooing himself, in the hope that he remembers.
That's why he's got that tattoo over his heart that says "I've done it".'
But then why is there no sign of the tattoo now, or a scar where it once
was? As some have suggested, Leonard's flashback to him lying in
bed with his wife may just have been a figment of his imagination -
an idealized fantasy of being reunited with his wife, and a convergence
of memories - after the conversation he had with Natalie where he
points out that the space round his heart is 'for when I've found him'.

Leonard may well have been admitted into care after overdosing his
wife, and then incited himself to escape and find his wife's 'killer' via
his tattoos, having hooked up with Officer John 'Teddy' Gammell
along the way. But as costume designer Cindy Evans points out: 'There
is no solution. You'll never know how long he's been doing what he's

^7
doing, or how long he's been with Teddy being manipulated. You'll
never know whether his wife is living or dead. You just have to let go
of it.'

Suicide. As an alternative to this, while the wife may have survived the
initial assault, she may have committed suicide (again, something
Leonard would not remember), unable to take life without her Lenny.
One web-user suggested that the police and the doctors have planted
the idea in Leonard's head that he killed her, in an attempt to reveal the
truth, by telling him '(with leading questions) that he killed her by
giving her too many shots'.

The drug deal. This segment of the plot is more certain, as it happens
across much of the film's two hours, but we are still left with questions.
What is clear is that Natalie, who works to set
uses the bar where she
up drug deals for boyfriend Leonard up to deal with Dodd.
Jimmy, sets

Jimmy has disappeared (killed, of course, by Leonard, who then starts

wearing his clothes and driving his Jag) with $200,000 in cash, owned by
associates of Dodd's and Jimmy's, and Natalie senses she must protect
herself by using Leonard. The deal itself was to be with bent cop Teddy.
Beyond this, Jimmy and Natalie's connection to Teddy (and Dodd) is
obscure: both refer to Leonard as 'the Memory Guy', indicating that
Leonard has been mentioned by Teddy to them in the past. Jimmy, as
he dies, also says under his breath: 'Remember Sammy', a fact that
shocks Leonard into realizing he is being set up. As Teddy tells him,
'You tell everyone about Sammy' (undoubtedly true). Jimmy's last-gasp
advice - along with his earlier disbelief after Leonard doubts that
Jimmy may remember him - goes some way to indicate the depth of
Shelby's involvement with him. However, why Jimmy requests
Leonard to remember Sammy is obscure: perhaps in an effort to shake
him from the murderous cycle he finds himself in.
One web-fan believes all are in cahoots with each other, but when
Natalie meets Leonard (by accident); she uses him to her full advan-
tage. Aware that Jimmy is dead (by Leonard's vehicle, his apparel and
the coaster he has with her handwriting on it), she then sets him up to
remove Dodd and then Teddy (even pointing Leonard towards the
same derelict building he killed Jimmy in, showing she was well
informed about the initial drug deal). The reader even theorizes that
Teddy and Natalie may have initially been in on the deal together, hence
the lack of surprise on Teddy's face when he finds a bound-and-gagged

28
Dodd in the wardrobe. This is unHkely, given that Teddy
Leonard tells

not to trust NataHe, though by this point he may be scrambhng to save

his Ufe, aw^are that she may be using Leonard to turn on him. What is

not clear in the film is what happened to Natalie; the last we see of her
is handing over the photocopy of Teddy's licence-
in the restaurant,
plate, knowing full well Teddy will soon be dead. As she says, she and
Leonard are 'survivors', so one thing can be sure: she's still alive at the
end (or rather the beginning) of the film.
As Carrie-Anne Moss told Cinefantastique:

Natalie's trying to save her own life. Her reactions to what is hap-
pening are motivated by her need to survive. In one scene, Natalie
is throwing out the garbage behind her bar when she thinks she
sees her boyfriend Jimmy pull up in his car. She takes a look in the

car and sees that it is not her boyfriend but Leonard. She reacts
with a mild 'Oops, sorry. Wrong person.' Now, another woman,
one who wasn't as streetwise as Natalie might have reacted with
suspicion or fear or anger. Natalie lives in her own world, a world
of I'll stab you, you stab me - anyone can be fucking you over at any
time. And so when she sees that the man in the car is not Jimmy, she
doesn't know what's going on, so she's piecing it all together, like:
'What's happening here.^ Who is this person?' A million things are
going through her mind at that point, and then she goes away, and
she's trying to figure everything out. I think Natalie is used to
being in situations like this, but I'm sure she's been involved in
worse things, where she's had to pretend everything's okay, then
had to find her way through it, to make sure she gets out all
right. I always think, like in my own life, with somebody bad you
maybe act nonchalant, so you can get out of it.'''
As for Teddy, the question hangs over his head: Has he been using
Leonard as a patsy, a terminator with no moral conscience? Fighting for
his life (an important point, given what he says), Teddy tells Leonard:
'You don't know who you are ... let me take you down to the basement
and show you what you've become.' Is there a basement full of rotting
victims, oris Teddy just buying some time? In relation to the theory that

Leonard and Sammy's histories overlap, as one viewer noted, 'in

Leonard's case the doctor was Teddy and the electrified objects were the

Cinefantastique, April zooi

2-9
murders that Teddy was tricking Leonard into repeating over and
over'. How long have they been together? If we are to beHeve Teddy, at
least a year, as he shows us the picture of Leonard pointing to himself,
after having reputedly despatched the real John G. Why then does
Leonard not, by the end of the film, need to take a Polaroid of Teddy?
Surely he should already be in possession of one. My guess is that it

was Teddy who only recently gave him the camera as a way of helping
his 'system' of remembering things. We know that Teddy snapped a
picture of Leonard a year before, and it remains in keeping with the
idea that Teddy, while crooked, genuinely likes Leonard. Joe Pantoliano
is sympathetic towards his character. 'I think that it wasn't Teddy's
intention to get Jimmy killed. As he says to Leonard, "What the fuck did
you do?" Everything changes in this instance. He takes his identity, puts
on his clothes, is driving his car. This is not the way it was meant to be.'
That said, who then is on the phone in the black-and-white segments
talking to Leonard, pointing him towards the latest John G. ? We assume
Teddy, and certainly it must be at the beginning of the black-and-white
scene that leads Leonard to the derelict hallway to encounter Jimmy.
Mark Boone, Jr, who plays motel clerk Burt, would disagree, though.
'You can't assume it's Teddy. It doesn't really make sense, in what
Leonard is saying, for Teddy to be having this conversation. I found
that part of the movie only to be expositional. This is why I haven't
spent much time thinking about it, because I don't see that it logically,
validly pieces together.'
Perhaps Teddy was not expecting Leonard to succeed. More likely,

he was not aware that Leonard would snag the man's clothes and car.

Teddy does spend much of the film attempting to get Leonard out of
town, partly to save his ownand partly because he knows people
life,

will start asking questions if they see Leonard kitted out as Jimmy,
potentially leading the trail back to Teddy. At one point, just after
Leonard has killed Jimmy, Teddy intercepts him at the tattoo parlour,
where he clocks the fact that his own licence-plate number is being
burnt into Leonard's leg. Banking on Leonard having no recollection of
the recent murder of Jimmy, Teddy - who, depending on the situation,
has a habit of disguising his true identity from Leonard - claims to be
a snitch, who is in contact with a cop looking for Jimmy. The cop, he
says, has been calling him, slipping letters under his door, feeding him
'a line of crap about John G. being some local drug dealer'. This is

exactly what we assume Teddy to have just been doing; but things have

30
changed. Teddy needs Leonard out of town - though, in keeping with
a constant motive of his, he first needs Leonard's car. As evidenced by
the goggle-eyed expression on his face when Leonard opens the trunk
of the Jaguar, Teddy wants the $200,000 stashed inside.
As Joe PantoHano says: 'The big through-hne for Teddy is to get that
money out of the car. Chris explained that to me. I asked him, "Well,
why don't I just steal the fucking car? The guy goes to bed doesn't he?
Fm a cop! Why don't I just steal the car?" He said it's because Teddy
likes Leonard.' Certainly Teddy, from the outset, has been trying to trick
Leonard into handing him over the keys to the Jag, without drawing
attention to his crime.

His 'condition'. This where a number of people split. How does

is

Leonard, if the last thing he recalls, remember he has a

his attack is

memory problem? One theory, as mentioned by Joe Pantoliano, is that

Lenny's wife organized the early tattoos - with the 'Remember Sammy
Jankis' statement there to remind Leonard of Jankis's story, and hence
his own memory Through conditioning, he now knows that he
loss.

has this problem. What is clear is that Leonard knows the pros and
cons of his predicament; he knows he can deceive himself into killing
Teddy, and have no memory of it afterwards. He also knows how to
circumvent the limitations of his affliction, as shown by the way he
hires the blonde escort to plant his wife's things around him. As Nolan
himself has said:

That was a scene I was always prepared to defend, because I always

assumed that someone would try to make me cut it out, because . . .

it doesn't necessarily relate that much to the story. To me, it's the first

moment in the film that we're given a strong indication that Leonard
understands how to manipulate himself. Essentially, it provides a
small model of what the entire film comes to represent, which is that
on some level he is aware of the fact that he can . . . 'communicate
with his future self, because he doesn't have the connection of
memory between the two selves.''*

Some have been unable to accept that Leonard would be able to

repeatedly incite himself to avenge his wife. One viewer points out that
if Leonard's condition is waking up every ten minutes or
really just like
so, then surely he must be constantly in a state of grief, and yet he is

Creative Screenwriting, March/April 2001

'''

31
able to 'recite with total certaintywhat the medical diagnosis is in his
case and what the police attitude to his statement and handling of his
investigation would be'. Another noted:

He must indeed be spending all his awake hours reading through

the Cliff Notes of the case (and losing all the information every
fifteen minutes) to even have the faintest clue what he is doing. The
habit and conditioning story wouldn't work to explain his uncanny
ability to know what's in his own notebook, and case-map, because
learning a host of different causal/semantic relationships (this clue
indicates this, this piece of evidence goes there) is a far cry from

learning not to pick up cylindrical blocks by aversive conditioning.

In Nolan's defence, Leonard does say, at one point: 'I've got a copy
of the police report. It has lots of information, but with my condition,
it's tough. I can't really keep it all in mind at once.' Beyond this, all Ido
is grant Nolan some dramatic licence, in allowing his character's mind
to function in the way it does. Of course, the fact that Leonard's
'condition' does not fully play out as it should do, opens up a further
avenue: Is Leonard faking?
One fan points out that every time there is a knock at the door,
Leonard quickly decides to cover his tattoos up. 'This implies that he is
aware of them and wants to hide them, which implies that he has more
memory than he lets on.' As another example, the chase with Dodd
starts with Leonard trying to calculate where he is, and who is chasing
whom. 'He can't remember fleeing his own car as Dodd shoots out the
window, yet he does have the mental recall to go straight to the Jaguar
without consulting his pictures.' It could be argued that both of these
actions come from conditioning, but equally maybe Leonard's memory
has partially returned; perhaps he did kill his own wife and can recall
this but, for safety's sake, has projected his actions onto that of Sammy,
and wants to absolve himself by catching the man involved in her initial

rape. Certainly, Leonard's unflappable facade - given the fact that he

spends much of his existence disorientated - would suggest he, like

Sammy Jankis, knows how to fake everyone out. Even himself.

Memento and the presence of time

Undoubtedly one of the most intricately structured films ever devised.
Memento's talking point - a film that runs backwards - is highly
deceptive. The obvious comparisons are to Harold Pinter's play

32
Betrayal and Martin Amis's novel Time's Arrow. In the former, a story
of adultery between friends, the narrative works its way back from the
break-up of a relationship through disenchantment, complications,
happiness and finally to innocence. Pinter'swork turned on the irony
that the characters grew happier as the play progressed, while the
audience was all too aware of how the story would pan out. In Amis's
story, a first-person account from death back to the birth of a Nazi,
the reader is fed a bewildered commentary by the protagonist as he
reviews his life as if in reverse. Leading to the point in the concentration

camps when he witnesses dogs 'mending' prisoners' faces, the atrocities

of the Holocaust are given a frighteningly naive slant. Nolan had read
Time's Arrow years before, but wasn't even aware of the Pinter play.
Either way, his motives for using a backwards-stepping narrative were
entirely different. Unlike Amis, Nolan is not interested in social com-
mentary, or re- viewing history through fresh eyes. Pinter, meanwhile,
plays on granting the audience knowledge over his characters, with the
break-up of the relationship that opens the play remaining the most
important 'event' in our minds. All the action that follows (and leads up
to the divorce) is presented to comment upon that opening scene.
Nolan, though, leaves us (almost) as confused as Leonard. The death of
Teddy, as we move backwards, ceases to become as important as
Leonard's own journey.
In many ways, comparison between these three works - written for
very different mediums (although Pinter's play was turned into a film in
1983) - is spurious, given that Memento does not truly carry a backwards
structure. Nolan thinks it's helpful for people to think of it in this way,
you
to understand the film, but he prefers a different structural model. 'If

draw out the time-line, it is you order the material

indeed a hairpin. If

chronologically, the black-and-white material moves forwards, and in

the last scene switches around and goes backwards to the colour scene.
So there is this hairpin turn.'

Breakingthis idea down, this is how the film concludes. The final
backwards-moving colour segment of the film begins with Leonard's
screech to a halt outside the tattoo parlour (where he will significantly
request Teddy's licence-plate number to be inscribed on his leg, setting
him on a journey that will ultimately lead to Teddy's death - as seen at
the film's outset). When the scene closes, Nolan takes us back to the
black-and-white sequence where Leonard leaves the motel, meets
Teddy, and heads to the derelict hallway, chronologically just before

33
the tattoo parlour scene. As Leonard later takes a Polaroid of the dead
Jimmy Grantz, the film fades into colour, as the Polaroid develops, at
one of the film's most elegant but understated moments. Leonard,
unsettled by Teddy's revelations in the derelict hallway, decides to
choose him as the next John G., copying his licence plate dov^^n, know^-
ing he will soon forget his murderous intent. The next step? The tattoo
parlour, of course, and the skid to a halt.
Time is no longer a universal constant, running two different
in
directions and, after a small jink, meeting in the middle. As one critic
noted, 'Think of a watch whose minute hand revolves clockwise and
whose hour hand revolves counterclockwise.' 'You can never find out
where you are in the time-line, because there is no time-line,' says
Jonah Nolan. 'If it was a straight-backwards film, you could just take
that two-dimensional time-line and flip it over, but you can't do that
with this film. Later on down the line, you realize that this film doesn't
run back; it's a Mobius strip.'
The geometric shape that half-twists back on itself, looping around
to finish where it started, is most fitting for a plot that one critic called
'effectively one continuous twist from start to finish'. Such a structure
has been most successfully deployed in David Lynch's 1997 film Lost
Highway. A film even more complex than Memento, it was one Chris
Nolan enjoyed immensely. 'To me, it worked on the level of a dream. I
enjoyed it much more afterwards than I did watching it. But I do feel
it's an impenetrable film in narrative terms. In terms of teUing the story
of that film - and there is a story - I could not personally get it; I could
not get those With Memento those specifics are there, they're
specifics.

just incredibly hard to put together and incredibly hard to find.'

Unlike Bill Pullman's Fred Madison in Lynch's film - who arrives
outside his own front door to whisper a message he himself heard at
the beginning of the film - Nolan plays no such tricks with Leonard
Shelby. 'Leonard is not in a backwards world. He doesn't see his story
as backwards. He's just in the moment,' he says. For Leonard himself,
time is moving forward, rather than looping back on itself.Nolan
points out the film's narrative structure, rather than a true Mobius
strip (though he confesses his brother's analogy is apt) is a cycle in an
ever-widening gyre - in other words, a spiral of chaos that Leonard is
perpetually sliding down.
In many ways, you could also think of the film's two time-lines as
being pulled together, folding in on each other and imploding. Props

34
and physical characteristics are Nolan's favoured devices to pull the
tv^o segments together, 'clues to the objective chronology', as Nolan
puts it. For example, the paper bag in the black-and-white sequences
that has 'Shave Thigh' on it is discovered by Leonard after Burt (in a

colour scene) takes him, accidentally, to his former room; Leonard's

scratches are also absent in these black-and-white scenes, suggesting
again that these moments occur before the colour sequences.
Nolan also uses a number of verbal and visual devices right from the
beginning to ensure we can tune in to the chronology of events. Aside,
obviously, from the credit-sequence murder of Teddy, whereby the
scene literally winds backwards, Nolan deliberately makes the first
reverse-shifts memorable. Our first clue is the Polaroid of Teddy with
'Kill Him' written on it, which Leonard consults just before he kills

him. Two colour scenes later, where Leonard is preparing to leave his
motel to find Teddy, we see him writing this very startling command on
the photo. In the same scene, Nolan stages a discussion between
Leonard and motel clerk Burt that crystallizes the experience the audience
are about to undergo. Leonard describes his condition as 'like you
always just woke up'; as we shall see, at the beginning of each colour
segment - roughly the length of Leonard's short-term memory span -
Leonard begins disorientated, and so will we. As Burt replies, 'That
must suck. All backwards. Well, like
. . . you gotta pretty good idea
. . .

of what you're gonna do next, but no idea what you just did.' It's a
beautifully understated expression of the structure. 'I wanted to have a
bit early on where they basically did explain what the audience was

going to go through,' says Nolan. 'I think there's a limitation as to how

much the audience can take on of the specifics of that, but it does suggest
this disorientation.' At the very end of this scene we are treated to the

second sight of Teddy, with his grating cry of 'Lenny!' By this point,
this line already memorably delivered at the beginning of the previous
scene, becoming clear that we are moving backwards. As if to
it's

emphasize the point, Nolan pans the camera right to left as Teddy
enters the door. Later on, Nolan enjoys a joke as he gets Leonard to say
to his wife in a flashback: 'the pleasure of a book is in wanting to know
what happens next'. He knows very well this 'pleasure' has been
substituted for us by the urge to find out what went before.
Across the time-line of the film, though, time is compressed with
elliptical shifts. As production designer Patti Podesta points out: 'There

are slow-downs in the time, as we move backwards. It's not just that

35
everything moves at the same amount of time, and we're marching
backwards.' For example, Nolan uses jump cuts in the sequence where
Leonard has just tied up Dodd, as he sits down on the bed. The segment
where Dodd is run out of town also crosses from day to night. Within
the scenes there are also cycles of time; while relaxing at Natalie's
house, we Leonard flip through his Polaroids before the film cuts to
see
later in the day, where, still on the couch watching TV, he sees his
Sammy Jankis tattoo and automatically begins to flip through his
photos once again. A crafty moment, it highlights the perpetual process
of loss and recollection he goes through.
Nolan also uses repetitions a great deal, partly - as he says - to 'show
how the same situation can be viewed very differently, depending on
what information you already know up to that point'. As an example,
think of where he's searching for a pen (hidden by Natalie, of course).
Natalie comes in with a bruised face, and Leonard is sympathetic to
her plight; later, we see what led up to this. Natalie berating Leonard,
then merely going outside while he forgets her barrage of insults
about his wife. The 'Remember Sammy Jankis' tattoo also plays very
differently, from the first (in the motel) to the last (in the car, just
before the skid-to-a-halt) time we see it. By the end, we begin to suspect
Leonard is not thinking of Sammy to recall the fundamental differences
between their tales. 'Great story,' says Teddy. 'Gets better every time
you tell it. So you lie to yourself to be happy. Nothing wrong with that
- we all do. Who cares if there's a few little things you'd rather not
remember?' Leonard also repeats that he never said Sammy was lying;
the first time he says it, his tone is full of guilt for what happened.
When he later implores, 'I never said he was faking! I never said that,'

his voice is more defensive, as he tries to rebuff Teddy's revelations.

The Gideon Bible being one of the few items to
early reference to the
be found in an empty motel room is also later repeated by Leonard,
when he opens a drawer in Dodd's apartment. As he spies the gun on
top of the Bible, he stops mid-sentence, hinting at how much deeper he
is now involved than when he last uttered those words.
Ask Nolan about how he sees these repetitions fitting in, and the
response is frank: 'Well, that's where it gets complicated. It's true of
and also of the story elements. There are direct repetitions
the action,
and then there are echoes, if you like, or indirect repetitions. It's an
outward spiral, a widening gyre. That's true of the back-story: where
do you think this piece of the story we're showing you over two

36
hours fits? But it's also true of scenes within that two-hour cycle -
wheels within wheels.'
Nolan also dislocates the narrative to such a degree that even certain
lines of dialogue are reacted to long before the feed-line has been deliv-
ered. Burt, for example, announcing to Leonard: 'You said you like to
look people in the eye when you talk to them.' Much later, in a black-
and-white segment, Leonard explains this to Burt down the phone. As
Nolan says of novelist Graham Swift and Waterland - his fractured
Fens-set story of three generations and another structural influence on
Chris - 'He has an incredible structural approach to time-lines, clueing
you into what's going on so much that by the end of the book he's leaving
sentences half-finished and you know where they're going.' It's an
affect Nolan achieves with the script to Memento.

The futility of revenge and the film noir tradition

'Thirty-three years ago, after making his cinematic debut with a
small-scale black-and-white movie in Britain, John Boorman went
to the States and became a world figure overnight, directing Lee
Marvin in Point Blank, a very European treatment of an archetypal
American subject. The 29-year-old Christopher Nolan has done
something similar.'''"
Christopher Nolan had never, so he says, seen John Boorman's Point
Blank before or during the making of Memento. Given the uncanny
parallels - a revenge noir set in California that, as French says, 'repays
with interest its debts to Alain Resnais' - it's a rather surprising fact. 'I
can certainly understand the parallels,' admits Nolan. 'It's very similar
in the way it starts, throwing you into this chronological turmoil. Also,
the revenge motif, it's taken to such an extreme. I'm never surprised to
see other films people have made that have done the same kind of things
as me; we're working in the same realm, and we're all drawing from
all

everyday and books and experiences.'

life,

Boorman's 1967 film opens with Marvin's Walker - double-crossed

by his pal and girlfriend - wounded, close to death, as he lies in an
empty cell of the deserted Alcatraz prison. As the recollections of a dying
man flood back, the words 'a dream, a dream' fill the screen. The titles
roll (looking uncannily like a film's closing credits), as we see ghostly,
frozen stills of the protagonist scaling the wire fence of Alcatraz, while

'•"Philip French, Observer, 22 October 2000

37
the voice of a tour guide explains that escape from the prison is virtually
impossible. That we then see a smart, healthy Walker begin his quest for
revenge and the pursuit of the $93,000, which by rights is his, we assume
this man achieved what few ever have, his flight from the island driven

on by sheer will. As his vengeful journey takes him through various

tiers of the crime organization he attempts to penetrate, his progress
goes strangely unhindered. Trawling through a near-hallucinogenic
landscape. Walker's search is what becomes important; as David
Thomson has said. Walker is 'a man for whom the game has suddenly
become more valuable than any prize'.''" Concluding with an enigmatic
riddle that leaves us wondering whether what has preceded is merely a
delirious revenge fantasy, the last-gasp triumph of a man on his way out.
Point Blank, as Thomson suggested, 'may be still the richest merging of
an American genre with European art-house aspirations'.
It would be fair to say that Memento, whether influenced or not by

Point Blank, is very much in the same tradition, Nolan unwittingly tak-
ing the baton from Boorman. Think of Leonard's quiet, unassuming
memories of his wife around the house, devoid of sound. Likewise,
Walker's rose-tinted rain-washed recollections of his stroll along the San
Francisco waterfront with his loved one are soundless, only Johnny
Mandel's swooning theme to be heard. Kindred artistic spirits, Nolan
and Boorman understand too the futility of revenge.
As Natalie tells Leonard: 'Even if you get your revenge, you won't
remember it. You won't even know it's happened.' Leonard's snappy reply
is a desperate moment of self-defence. 'The world doesn't disappear when

you close your eyes, does it? My actions still have meaning, even if I
can't remember them. My wife deserves vengeance, and it doesn't
make a difference whether I know about it.' As he later (or earlier)
explains to Teddy, in an echo of this conversation, he's living just for
revenge: 'That's what keeps me going. It's all I have.'
In a time when Hollywood seems content to foist nasty-minded
efforts like Payback and 8mm onto us, films that have no regard for the
consequences of revenge, Nolan is one film-maker attempting to
redress the balance. 'It seems to me that too often, in films, things that
should be disturbing aren't, but are used for short-term, superficial
narrative advantage. was interested in reclaiming
I the concept of
revenge, and hopefully making the audience look at it in a different

* David Thomson, Sight and Sound, June 1998

38
way from other movies, where the revenge element is simply an excuse
to view the main character going off and killing someone.'
An emotion strong enough to sustain Walker's wild fantasies
(whether imagined or not), revenge becomes Leonard's life-blood, the
idea of retribution more central to his life than the act of vengeance
itself. Unable, as Natalie points out and Teddy later proves, to

remember his acts of vengeance, Leonard becomes locked into this

ever-widening gyre, as Nolan would say. A cycle of destruction that has
yet to satiate his desire for revenge, it's a cruel trick of his condition
that keeps him want time to pass,' he says. 'How can I heal if
there. 'I

I can't feel time?' As Nolan says. That moment [the rape] is totally

separate from present day. Leonard can't get a handle on the difference
between those two time periods. He doesn't know if it's six months or
two years.' Leonard's transformation from avenging angel to surrogate
psychopath is a timeless one, his moral conscience subdued - and
manipulated - by the loss of his short-term memory. Revenge becomes
a concept more than an act; unable to remember it, Leonard's dilemma
prompts the question of whether the act can exist, in any real sense,
outside of one's own head. Does it have any value beyond personal
satisfaction? - a point that Point Blank surely also raises. Yet Leonard
sustains his anger throughout, through the very fact that he has been
rendered, in a manner of speaking, impotent. 'He took away the
woman I love and he took away my memory. He destroyed everything;
my life and my ability to live.' In a curiously asexual film noir where
even a call-girl leaves the scene untouched, Leonard's potency has been
replaced by a longing for a (seemingly) dead woman. As Jonah Nolan
says:

It's what Teddy says at the end of the film; he's the hero of his own
romantic quest. wanted Chris to have Teddy say at the end - which
I

Chris ultimately rejected and in hindsight was right to do so - 'You

loved your wife, but how much more did you love your dead wife?
How much easier is it to love your dead wife?' Having her taken
away is much easier; now she's preserved in aspic, as it says in the
short story. Locked away in a filing cabinet, she becomes a memory,
not a person.

Memento is very much a distillation of film noir, stripping down the

parameters of the genre to their purest possible form, using its trappings
to subvert. The film's narrative recalls a familiar generic pattern: the

39
chief protagonist, a lone figure on the periphery. Certainly, the motels,
Ferdy's bar, the derelict house are typical settings we associate with film
noir. The characters - undercover cops, dealers, prostitutes and so on -
are also familiar, as is the theme of betrayal and revenge; every character
- from Burt (the first person we realize is using Leonard) to Sammy ('a
con man', says Teddy), and including Leonard - is lying to another or
himself. Paranoia - the feeling of not knowing whom one can trust -
also comes into play. Yet examining these customary tropes via the
prism of Leonard's extreme situation causes a refraction. Like the film's

colour scheme - blue rather than black, cream rather than white -
everything has been painted afresh. As Nolan has said:

I felt that we had a situation here that would allow us to freshen up

and re-awaken some of the neuroses behind the famifiar elements.

You know, the betrayal, the double-cross, the femme fatale - all
these things function very powerfully in the way they were intended
in the old film noir by exaggerating our fears and insecurities. I felt
that by taking this particular approach and filtering it through this
concept, we would be able to re-awaken some of the confusion and
uncertainty and ambiguity that those types of character reversals
used to have, but lost because we've come to expect those kinds of
surprises.'"'

Take Natalie, Memento's so-called femme fatale. Despite her cool

ice-blue eyes. Moss is no Lauren Bacall, and rather than sizzle with
sexual energy, her line readings are deliberately without any hint of a
come-on. Natalie, more blue-collar worker than rich bitch-on-heat,
uses her cunning - rather than her sex - as her weapon. Despite the
indication that she and Leonard may have had sex when the scene
opens in her bedroom, the film is chaste enough not to show any
intercourse (closing with Leonard slipping into bed, the previous
colour sequence began with the pair waking up, coyly avoiding any
such revelations). While we are unable to tell if Natalie is genuinely
aggrieved to have lost Jimmy, or is just manipulating her emotions to
fool Leonard into saving her neck, the photograph she shows him goes
some way to indicate the love she had for her boyfriend. Leonard, of
course, becomes the image-double of Jimmy, dressed in his clothes and
a surrogate 'lover' for a woman who 'has lost someone'. Like Teddy,

'"Creative Screenwriting, March/April 2001

40
Natalie, while using Leonard, has feelings for him. As Carrie-Anne
Moss says:

I feel even that with the times she is manipulating Leonard, she
does really care about him, and the fact that a woman cares about
a man and he doesn't remember because he has this [memory] con-
dition,it's sort of a major rejection She lets Leonard walk by,
. . .

and then she grabs him, and is like. Okay, he's just not going to
remember me. She says to him in the scene before - which is the
scene after that in the movie - she kisses him and says, 'Don't you
remember me?' He says, 'No' and she says, 'I think you will.' And
then he hadn't. So she thinks, 'Ah, this one's not going to work."'*

More emotionally ambiguous than what we might expect from a

film noir, what does this make Memento} As J. Hoberman noted in his
review: 'The video stores are filled with examples of rttro-noir and
neo-noir, but Christopher Nolan's audacious timebender is something

else. Call it A
postmodern fable filmed in the information
meta- wo/r.'
age, Memento's hero is a renegade gumshoe, an amateur private eye
strangely (yet aptly) dependent on handwritten notes and fading
Polaroids - the latter flashed like a detective's badge; both a symbol of
his quest and an assured definition of self. The distinct lack of elec-
tronic paraphernalia - bugs, camcorders, tape-players, computers,
cell-phones - indicates just how out of step Leonard is. Just as the
tattoo reads 'Never Answer The Phone', so Leonard is marooned from
modern technology. Unable to learn how any piece of equipment fresh
to him would work, he is left with a bulky (and incomplete) file that he
must, as he puts it, 'summarize' to understand. As Teddy says: 'You
don't know who you are^ who you've become since the incident.
You're wandering around, playing detective and you don't even. . .

know how long ago it With his 'freaky tattoos' and his incomplete
was.'
file of information, Leonard is a walking text, his life and his mission

literally carried at all times on his person.

To complete the circle, Memento also has much in common with the
superlative Double Indemnity, Billy Wilder and Raymond Chandler's
archetypal adaptation of James M. Cain's novel. Like Memento and
Point Blank, Double Indemnity begins at the end as Walter Neff (Fred
McMurray) staggers, seemingly shot, into the office of a colleague to

'^Cinefantastique, April 2001

41
flick on a tape recorder and tell his tale, the story of how he, an insur-
ance agent, connives with the glamorous wife (Barbara Stanwyck) of a
client to kill her husband. Like Leonard, Barton Keyes (Edward G.
Robinson) is an insurance claims investigator, who shares many of
Shelby's analytic skills. A film that influenced a generation of noirs
with its retrospective narration, we always know what Neff's fate will
be, whatever he says or does. Memento, of course, leaves us less cer-
tain, but Nolan's deliberate nod to the world of Wilder's film goes some

way to show how he wishes to revitalize the 'nostalgic image of guys in

raincoats and fedoras coming down alleyways', as he puts it.

Unlike Double Indemnity, Memento's voice-over begins, and pre-

dominantly remains, in the second-person - immediately dislocating
Leonard from himself. 'So, where are you? You're in a motel room,' he
says. During these black-and-white 'confessional' sequences, Leonard
one space where he can achieve some form of
exists in the sanctity of the
stability. Outside, for Leonard, all is chaos - but inside the room, he is

master of all the facts. Such a 'confessional' state recalls Wilder's film -
the Neff flashbacks are structured to achieve a retrospective examination
of his current moral/criminal state. Yet Memento also employs another
form of 'investigative' flashback. A common currency in film noir, it sets

out to re-examine past events to solve a recent crime. Memento, of

course, turns it on its head - beginning with the resolution to the murder,
and retracing its path, undermining us every step of the way. In
Memento a very modern noir, even betrayal and revenge are acts
stripped of their certainties.

Memory and the question of identity

How is it that are? We might wake up in the

we know who we
night, disorientated,and wonder where we are. We may have
forgotten where the window or the door is, or the bathroom, or
who's sleeping beside us. We may think, perhaps, that we have
lived through what we just dreamed of, or we may wonder if we
are now still dreaming. But we never wonder who we are. However
confused we might be about every other particular of our existence,
we always know is this: That we are now who we have always
been. We never wake up and think, 'Who am I?' because our
knowledge of who we are is mediated by what the doctors of the
mind call our self-schemata, the richest, most stable and most

42
 complex memory structures we have. They are the structures that
connect us to our past, and allow us to connect to our futures. To
lose those connections would be a sign of pathology, a pathology
called 'amnesia'.

The above quotation could quite easily be mistaken for a description

of Memento. With reference to the uncertainty of waking up, it feels
like the nightmarish existence that is Leonard's life. As it states, our

sense of self ensures we never question who we are - unless we suffer

from amnesia. In fact, this is the opening monologue to David Siegel
and Scott McGehee's audacious but overlooked 1993 meta-?zo/r.
Suture. Meaning either medical stitching or a term of Lacanian theory
concerning the relationship of the individual subject to its place within
language, the word 'suture' makes for an intriguing title, as the film
deals with both definitions.
The tale of two half-brothers, Vincent Towers (Michael Harris) and
Clay Arlington (Dennis Haysbert), the story begins after the latter is

nearly killed by a car-bomb, planted by his relation.Under suspicion

for murder of his father, Vincent had already hidden his own ID on
Clay, before lending him the vehicle. Hoping to evade the murder rap
by faking his own death, his plans go awry when Clay survives, albeit
needing extensive surgery to his face. When he comes to. Clay is now
mistaken for Vincent - and, now suffering from amnesia, is unable to
argue otherwise. While Clay replaces Vincent as chief suspect, what
remains fascinating in the film is that Dennis Haysbert himself is

black. His skin colour is not acknowledged by anyone; shot in black-

and-white Scope, Haysbert is the only black actor to be seen in the
film. It's as if world literally drained of colour.
we've landed in a
Co-directors McGehee and have stated they wanted to con-
Siegel
struct a story around the issue of identity, rather than make a film
commenting on the black experience in America. As they told
Jonathan Romney: 'We've attempted to keep the film more in the
parameters of sociology than of race, the way the homogeneity of
society affects the construction of personal identity."'" With Leonard's
identity asanonymous as the culture around him, one could argue
that Nolan makes a similar point. Also like Memento (see Chapter 6),
the film makes great use of mirrors to prompt the question - as the
above monologue notes - 'How it is that we know who we are?'. The

"'Sight and Sound, February 1995

43
fact that a mirror is used to outwardly confirm to ourselves that we are
who we think we are is suggested by Siegel and McGehee marvellously
- most notably, as Clay removes his bandages and first checks his face.
The camera catches a reflection of Dr Renee Descartes (Mel Harris), the
female surgeon responsible for re-constructing Clay's face, suggesting
he has been created in an image that came from her. Set in the sym-
metrical city of Phoenix (its main-street axis echoed by the Rorschach
blot on the office wall), it's a film of reflections - and like Memento,
what is shown in the glass does not always tell the whole story.
As if to emphasize the kinship between the films, they also set
about visually deconstructing film noir. While Nolan shades his film
in inky blues, so Siegel and McGehee deliver a white-and-black noir,
partly suggesting the clinical feel that runs through the film. Nolan
calls Suture 'a cool film', adding that he met both film-makers at the
Sundance festival, where their second feature. The Deep End, played
alongside Nolan's sophomore effort. 'They came to see Memento,'
he says. 'Afterwards, I was talking to David Siegel, and he said,
"Yeah, it was quite in the realm of Suture.^' You can definitely see
the connections.'
Amnesia in films is not a new subject. Most famously, Alfred
Hitchcock's Dali-influenced 1945 ^il^i Spellbound (a direct influence
on Suture, with its murder plot) told the story of a paranoid amnesiac
(Gregory Peck) posing as the new head of Green Manors mental asylum.
Memento, though, bears little comparison to Hitchcock's work -
given that Leonard knows who he was, not who he now is. A more
is with the aforementioned Lost Highway. At the
fruitful contrast
halfway point in Lynch's story, co-written with Barry Gifford, sax
player Fred Madison is arrested and imprisoned for murdering his
wife; after a hellish interlude, Madison transmogrifies, it would
seem, into garage mechanic Pete Dayton (Balthazar Getty). Described
(not, initially, by Lynch, but by the film unit's publicist Debra
Wuliger) as 'a psychogenic fugue', it's the perfect metaphorical
description for both Madison's journey and the film itself. A form of
amnesia, which is a flight from reality, the word 'fugue' itself is a
musical term that describes a theme that starts, which then is taken
up by a second theme, with the first continually supplying a counter-
theme. Indeed, as Dayton's story plays out, the spectre of Madison
haunts the plot, until he returns in the final reel. Absolved, it would
seem, of his inner demons - via the telling of Dayton's story - Madison

44
is able to recover his soul and return from the fugue. Interestingly, both
Memento and Lost Highway position their protagonists as potential
wife-killers - hinting that this most extreme form of self-deception
(amnesia) is a physical manifestation of the guilt they feel.
While Lost Highway was dubbed a 'zist century horror-wo/r', it
could hardly be called science fiction. Yet the genre, in recent cinema
history, has seen two key films - both inspired by books from author
Phillip K. Dick - deal with the question of memory. Ridley Scott's 1982
effort Blade Runner and Paul Verhoeven's Total Recall eight years later
both asked: 'Are we our memories?'. The latter - from Dick's We Can
Remember It For You Wholesale - dealt with notions of memory-
implants, ultimately posing the conundrum: 'If you can insert false past
experiences, is what you are now witnessing any more real?' Like
Blade Runner^ with its androids known as Replicants, memory
becomes the 'self-schemata' we cling to as a way of defining who we
are in relation to the world. Take that away, and we have no history in
the world, no interaction with it, and therefore are left stranded. Faces
in the crowd become just that - and we have no way of distinguishing
if those around us have any relevance to our lives.

Minus any new memories, Leonard's own sense of self, however, is

malleable. We see him, across the film, in three different guises. As
Leonard the insurance investigator, he is logical and methodical, con-
vinced that Sammy is faking. This is, of course, a flashback - or even a
distortion. In the black-and-white sequences, when Leonard is telling
this story, he is in his second personality phase - more trusting and

honest, as he reflects upon the possibility that he is being manipulated.

Finally, in the colour scenes, Leonard is at his most deceptive. A hero
looking to avenge his wife, he is both chivalrous (helping Natalie) and
savage (killing both Jimmy and Teddy). He is a man able to change his
identity almost at will.
Likewise, the issue of identity is at the core of John Frankenheimer's
1966 film Seconds^ a film that relates to both Suture - with its use of
plastic surgery as a means to change identity - and to Nolan's own films.
'I loved the film and thought about it a lot in relation to Following^' says
Nolan. 'Not in terms of subject matter, but the style. It's beautifully

shot by James Wong Howe, with the hand-held camera. Very, very
unusual. I think I took on board a certain amount of that for aspects of
Memento as well.' Indeed, Frankenheimer's opening sequences - where
the camera and actor are both mounted on the dolly, providing an

45
uncomfortably close close-up - resemble Nolan's thinking, as the camera
virtually hangs off Leonard's shoulder, to show his point of view. But
Seconds has more comparison with Memento than Nolan might
in
think. The story of tired-of-life businessman ArthurHamilton (John
Randolph), who gets a chance to 'disappear' and start a new life, via a
covert organization, it sees the protagonist undergo facial reconstruc-
tion, before being shipped off to live the American Dream in LA. Given
the life and face of artist Tony Wilson (now played by Rock Hudson),
our hero then realizes that the dream of freedom is just that. He's no
better off a new man. As much an attack on materialism as anything,
it is ultimately a film about moral responsibility. Like Leonard, free of

moral constraint because of his amnesia, Hamilton - once he emerges

as Wilson - is told he is now 'absolved of all responsibility, except of
your own interest . . . You don't have to prove anything anymore. You
are accepted. You will be in your own new dimension'. While his
actions are less deadly than Leonard's, he has similarly ducked out of
society and, to some extent, its rules.
Seconds^ like Memento and Suture^ bases itself on a situation that is
more metaphorical than realistic. Yet while some have questioned the
accuracy of Mementoes depiction of anterograde amnesia, or short-
term memory loss, it would seem that Nolan - while not planning for
a medically accurate rendering of the condition - has given Leonard's
affliction a lot of thought. As a cognitive psychologist who wrote in to
the Internet discussion board featured above pointed out: 'Leonard
could remember whatever he's thinking about indefinitely, as long as he
is intent upon it. However, the slamming of a car door, for instance,
could distract him for a moment, and then a long train of thought
would derail.' AA, he goes on to explain, is 'not so much an inability
to record new memories but to be consciously aware of them'. He cites
the story of a patient with AA who shook hands with his new doctor,
who had a pin concealed in his palm. The next time they met, the
patient had no recollection of the doctor, but would not shake hands
with him. Leonard, too, has this sensation through the film; at one
point, after his fight with Natalie, we see him rubbing his fist, aware
that he has hit something, but unsure what it was. His subsequent
expression borders on distrust when he talks to Natalie. Likewise, the
shell-cases he discovers in Teddy's pick-up truck by the derelict house
in the film's opening were dropped there earlier by him (seen at the end
of the film, after he sits in the driver's seat and notes down Teddy's

46
 .

number plate). Again, his quizzical expression when he re-discovers the

shells indicates he is subconsciously aware of the fact that he put them
there.
Nolan's film also questions the fallibility of memory. Teddy, in the
diner, tells Leonard his notes may be unreliable. His reply is thus:

Memory's not perfect. It's not even that good. Ask the police; eye-
witness testimony is The cops don't catch a killer by
unreliable.
sitting around remembering stuff. They collect facts, make notes,

draw conclusions. Facts, not memories: that's how you investigate.

I know, it's what I used to do. Memory can change the shape of a

room or the colour of a car. It's an interpretation, not a record.

Memories can be changed or distorted and they're irrelevant if you
have facts.

In many ways the key speech of the film, it contains the very crux of
Nolan's argument and Leonard's experience. His own recollections are
subject to change, as we will see when he deliberately writes down
Teddy's licence-plate number, knowing he will forget that he has falsi-

fied this evidence. As Guy Pearce says, Leonard 'operates almost like a

synapse really, just a nerve ending that's responding to everything

around him and trying to maintain some sort of control'.
Of course, this should be amended, as Leonard is very much a discon-
nected synapse, a man emotionally stranded from his experience who, as
Mark Boone, Jr notes, ends up in 'a place of utter, desolate loneliness . .

a very lonely and desperate man looking for a connection'. As we know,

the word memento^ Latin for 'remember', means a reminder of the
past, something that can trigger a memory. One of the most poignant
scenes in Nolan's film is the shot of Leonard at the refinery burning his
wife's things, his remaining mementoes of a life he once had with her.
He murmurs: 'Probably tried this before. Probably burned truckloads of
your stuff. Can't remember to forget you.' It's a devastating line that
encapsulates his dilemma. His feelings permanently on hold, his last
memory - he believes - is of his wife dying. Forever grief-stricken, his
faulty memory is unable to accumulate new experience as part of the
healing process.
One can argue that his memory is a tool he manipulates to reconstruct
his uncertain past in a way that confirms a 'truth' more loyal to his needs
than the facts themselves. Driven by a desire for revenge, yet forever
adrift in the present, Leonard must remember the past in a way that

47
not only continually motivates him towards his goal but simultaneously
banishes from his mind his own culpability for his past.As Teddy says
'I guess I can only make you believe the things you want to be true,
huh?'
As we began this chapter with two accounts of critics confounded by
their own limitations of memory, it seems fitting we should end with
Memento's lead actor - who began to think about the issue of memory
in relation to the task of learning to play Leonard:

As soon as I read the script, I had a bit of a chuckle about it,

because I'm always questioning my own memory anyway. And not

because I would consider it to be bad, but because of the different
ways your memory is broken up. People are continually saying to
me: 'Gee, you're an actor, you must have a good memory. How do
you remember the lines?' It seems to be a common misconception
that actors must have great memories. I have real paranoia about
my memory and I don't know if it's because my mother keeps
telling me my father had a real photographic memory and I wonder
if I'm angst-ridden that I should live up to that. Since doing the film

it's made me question it even more. Particularly in relation to

things like my father. My father died when I was very young and
I'm always asked about my memory of him. I really have no idea as
to remember him, or whether I just have created this
whether I

memory of him via the stories my mother has told me and the
photographs that I know.

48
 Chapter 2

'I have to believe in the world outside my own mind.'

Releasing Memento

The US release
On 24 March 2000, the unthinkable happened: Memento was passed
over. The Friday before Oscar weekend, three screenings were
arranged in Los Angeles for distributors. Memento's producers, Jen-
nifer and Suzanne Todd, the sister team that makes up production
company Team Todd, attended one each, Executive Producer Aaron
Ryder the third. 'Everyone was so hyped to see the film. People had
read the script, so they knew what it was going to be. The film is the
best version of the script, obviously. Everyone was trying to bully us
into seeing the film first, so we did all these screenings on the Friday
night,' recalls Jennifer Todd. Every single studio head was there; Todd
sat next to her former boss, Miramax head Harvey Weinstein. 'I'd

worked for him ten years ago, as an executive. Fie passed [on the film]
to my face; he just said, "Oh, it's not for us. He's a talented film-maker,
and we should try and find something to do together, but it's not for
us,'" remembers Jennifer. It was the same story with every other major
distributor:

It was horrible. I could not get drunk fast enough. Having to tell

Chris was so awful. He doesn't care so much; he's the guy who
could make movies in his basement alone, and he'd be fine. It
phased him a bit, but I think it hit Aaron and I much harder. We
come from the world of 2000 screens. We were so proud of the
film, and we thought it was so we had shown it to
cool. The friends
were our smarty-pants friends - intelligent, film-savvy people. They
had responded so well to it. I couldn't imagine that distributors
were not responding in the same way.

Left with the sound of 'I don't know if people will get it', or 'It's hard
to stay with', ringing in her ears, Todd met with Ryder afterwards at
the Four Seasons Hotel to drown their sorrows. 'It was one of the worst
weekends of my life,' reflects Ryder now. Banking on an edgy company
like Artisan Entertainment (who boldly orchestrated The Blair Witch

49
Projecfs release) biting the bullet, he, like the Todds, could not quite
comprehend what had just happened. 'These were very dark days,' he
it would be hard to market, and
says, bluntly. 'All the distributors felt
it was too small. Some
them found the film frustrating, I think.
of
Maybe it just wasn't right for them at that time.'
Chris, on the other hand, was typically stoic in his acceptance of the
film's rebuttal:

I kind of expected it. I always expected it to have a hard time getting

it out there in its purest form. I always thought there would be this

moment where I would be asked to start compromising. Luckily that

was not the case. But I always knew this was a film that distributors
weren't necessarily going to get. I wasn't seeing very exciting things
coming out of the independent distributors anyway. I had spent a lot
of time showing people the script, who worked in those types of
companies. The reactions had been very varied. People were interested
in it, and in the craft of it, and in what I was doing next, but not in

the script itself. So I was used to the levels of rejection that the project
could have. To people who loved it, who helped make it, that was
baffling. But it didn't really surprise me that much.

Joe Pantoliano remembers not being surprised at the studios passing.

The following night, he was - as was Chris and his then-girlfriend-
now-wife Emma Thomas - in attendance at the Independent Spirit
Awards, there to present an award. His experience that night was typical.

First on the list of studio personnel to accost him, armed with praise,
was Artisan Entertainment President Bill Block:

He comes over and says, ']oty, it's such a good movie. You're
incredible in it!' I said, 'Oh, thank you. You gonna buy it?' He said,
'No.' Then, later on, Russell Schwartz, who was
Gramercy, came
at
across the room and said, 'Joey Pants, Joey Pants! Memento - what
a picture! It's a killer.' I said, 'Thanks, Russell, you gonna buy it?'

.... 'No'. The next night at the Vanity Fair party, Harvey
Weinstein - who I'd me from across the
never formally met - sees
-
room and says, 'Joey Pants? Memento what a great film. You're
fucking great in it.' I said, 'Thank you, Harvey! You gonna buy it?'
. 'No.' Poor Chris Nolan; they put all their eggs in one fucking
. .

basket. Everyone was in town; if Harvey had said he wanted to buy

it, then everyone wants to buy it. It was in limbo.

50
 Only Tri-Mark Pictures, which had previously released such 'difficult'

films as Catherine explicit Romance, stepped forward,

Breillat's

showing any 'We were dead set against that,' says Jennifer
interest.

Todd. 'They weren't bad, they were nice people. But they were much
smaller than we envisaged.' Within a couple of weeks, representatives
from Paramount Classics came back saying they would like to release
it, but after a couple of meetings, the 'low-ball offer', asTodd puts it,
made to Newmarket was rejected. Pantoliano recalls a frantic Ruth
Vitale, Co-President of Paramount Classics, confronting him later on
at the SAG awards. 'She said, "Joey, you've been telling everybody that
nobody wanted this movie. That's not true! I wanted to buy this movie!

I loved this movie!" To her credit, she was one of the few that wanted
to buy - but for five cents. She shorted them!'
it

Chris Nolan concedes that the Todds and Ryder were thinking in
business terms when rejecting the offers made, but he felt, at least
partially, validated that some distributors had shown genuine interest.
'While it wasn't embraced by those who would put the most money in,
the film - at every stage - had its advocates. To me it was most impor-
tant that the company that bought it loved the film. That said, there's
definitely a sense that if somebody isn't willing to pay a decent sum of
money for the film, how much can they really love it?"

With the and Emma found themselves in a

film left in limbo, Chris
familiar position. Just as distributorshad largely dismissed Following
because it was black-and-white and under feature length, so they
rejected Memento owing to its reverse structure. 'That was a really
tough time for us,' says Emma, who co-produced Following and was
associate producer on Memento. 'It was quite bizarre to then show it
to distributors - who all, by the way, said they loved it but just didn't
have faith that they could make any money from it. Ultimately, that's
what it comes down to.'
It was a thought that horrified Steven Soderbergh, the man whose

debut film sex, lies and videotape almost single-handedly re-invigorated

the US independent cinema movement a decade before. Currently on
a roll, following the success of both Traffic and Erin Brockovich,
Soderbergh - now more of a father-figure for aspiring low-budget film-
makers - made his feelings patently clear during interviews. His
remarks to website FilmThreat were typical: 'I saw a film under cir-
cumstances that, to me, signalled the death of the independent
movement. Because I knew before I saw the film that everyone in town

51
had seen itand declined to distribute it, which was Chris Nolan's
Memento ...I watched it and came out of there thinking "That's it.

When a movie this good can't get released, then, it's over.""''
As Nolan recalls: 'He happened to be recommending it just before
he became the most successful movie director in the universe. The
timing was wonderful for us.' Impressed by Nolan's evident talent,
Soderbergh - along with his Out of Sight star George Clooney - went
on to executive-produce Insomnia, recommending Nolan for the job of
director. 'He became a champion of the film around town, helping create
the buzz about it,' says Jennifer Todd. 'As a film-maker, I think he was
devastated that there was this great young film-maker, who'd made a
cool film, and no one would release it. He did his bit as a heavyweight,
going around complaining and being very vocal in interviews about it.'
Nolan was finally able to meet the director, in connection with the
Insomnia project; he found, in him, a kindred spirit. 'I was able to
thank him for talking up Memento; he didn't really have a lot of
questions to ask. He'd seen the film the same way I had. He'd seen it
and responded to it. You get fewer questions from people who really tap
into the film in the way I viewed it. The questions are less important
than the thing itself. He told me he'd seen Following in London, which
I thought was pretty impressive considering the short time it played

there.'
Nolan had deliberately avoided catching Soderbergh's own film The
Limey, which was released while Memento was in production. 'People
had told me it had a similar unconventional approach to chronology,
and I wanted to not have anything in my head that was similar.' But
during their meeting, after Nolan had finally seen it, the discussion
inevitably turned towards the film. 'Steven felt we'd done similar
things, in terms of taking a formerly mainstream genre and applying a
more experimental approach,' remembers Nolan.
Another California-set revenge drama that deconstructed time, it
starred Terence Stamp as a career criminal hell-bent on avenging the
death of his daughter, who he suspects was involved with Peter Fonda's
laid-back record producer. 'Tell them I'm coming!' bellows Stamp
after a bruising; moments later he's on his feet and gunning his
assailants down. Like Leonard, and Lee Marvin before him in Point
Blank, he is relentless in his task. What remains distinct in the film,

''Filmthreat.com, Z5 March 2001

5^
aside from Stamp's explosive performance, is the fractured narrative
that Soderbergh twists the story around. Opening with Stamp in a taxi
cab leaving LAX, within minutes the film runs us ragged through time,
as we lurch into past recollections of his girl, spliced with fantasy-
projections, clips of him back on the plane and ahead in his lonely

hotel room. Quietly orchestrated by Soderbergh, it's a technique used

to highlight the protagonist's volatile mental state. 'Seeing The Limey,
what it does with time and structure is incredibly different from Memen-
to,' Nolan reflects.

The common misconception around Hollywood, though, was that

Soderbergh had secured Memento a distributor. 'It was very ironic,'
says Todd. 'I ran into a girl in Sundance who was in the film business -
I won't name names - but didn't know I was one of the producers on

Memento. She said, "Oh, y'know, I helped that movie get distribution.
I told Soderbergh to see the movie, and then he found it a distributor.'"

While his influence obviously didn't hurt the film's reputation, by the
time Soderbergh saw the film, a distribution and festival strategy was
already in place. Undoubtedly a brave step, Newmarket chiefs Will
Tyrer and Chris Ball decided to release the film themselves. 'I got an
inkling before other people,' says Nolan. 'It was very clear to me that
Will really loved the film. He'd seen it several times. Chris Ball similarly.
I felt from that an attachment to the film that was bound to mean that

they wanted to find the best way of getting the film out there. It kind of
made sense to me, and I felt it was a great compliment to the film, that
they didn't feel they could just give it away to somebody else.'
To this point, Newmarket had only fully funded one film. Cruel
Intentions, though its investments - in films like Jim Jarmusch's Dead
Man - underlined its commitment to risky projects. Distribution, how-
ever, of a film passed over by the studios was another matter entirely.

'This was a company whose faith in this film had never shaken,' says
Ryder, who was initially responsible for introducing Nolan's script of
Memento to Newmarket. 'These are the two guys, when everyone passed
on it, who had the balls to say: "We're gonna do this ourselves." A lot of
other companies I could think of would've sold it to HBO or put it

straight out on video.'

Their decision was a relief to Patrick Wachsberger, President/CEO
of Summit Entertainment, who frequently handle Newmarket projects
in the international market. Summit had been with Memento since the
beginning. 'I loved the movie from the get-go, so I was totally shocked

53
when no one bought it. You get to the point where you think, "Maybe
it's time to leave the business. Maybe I don't get it anymore.'" A com-
pany with a history of working on prestige independent films (Bound,
The Blair Witch Project, Sleepy Hollow), Summit's job was to hawk
Nolan's screenplay across the world, pre-selling the distribution rights
and simultaneously securing contributions towards the film's budget.
While foreign sales were not dependent on a US release. Summit and
Wachsberger still held a financial and emotional stake in the film.
So much so, that Wachsberger had himself disagreed about the
date chosen to screen the film to the US market, feeling most poten-
tial buyers would be distracted with thoughts of winning golden

statues that weekend. 'I had a big argument at the time with Will
Tyrer, at Newmarket, about the date chosen to screen the movie to
the domestic distributors. I said it was wrong
the wrong time, the
date, and was not the way to do it. I said they should wait about two
weeks. They decided to do it anyway, and it was a big fiasco. Some
distributors didn't stay to the end of the screening; their minds were
elsewhere. I bumped into a lot of distributors that night, and it was
pretty discouraging.'
all got lucky. Having met Chris
In retrospect, says Wachsberger, they
Balland Will Tyrer back when he was involved with Ridley Scott's
Christopher Columbus yarn 1492: Conquest of Paradise, he was still
surprised that they decided to distribute the film domestically. 'It's

pride of ownership, I They have a larger share of the movie than

guess.
we do. Will and Chris had set up a video business, which was very
lucrative, and said, "We are going to need to distribute films domesti-
cally, because we're buying some titles for video where the film-maker

really wants a theatrical release, so why don't we start with a movie we

all love - Memento}'' To which we said, "Why not?" They didn't have

much to lose.'

What it did mean was that Memento did not have to be test-
screened, a fact that relieved Jennifer Todd:

That is the worst part of making a film. The studios make you go
and do these test screenings, where you have to listen to 300 people
dragged off the street critique your film. It's horrible. Most of the
time, you do it in LA, and half of the people are struggling film-
makers themselves, and they bitch about the mise-en-scene in your
movie! And you just wanna kill yourself! We never had to do that

54
 on Memento. Other than showing it to friends, and watching the
movie internally, the first time any of us saw it with an audience
was at the Venice Film Festival. Which was great. I loved that.'

The first step was to bring in Bob Berney, a veteran distributor

who, coincidentally, had just begun working for new US independent
distributor, IFC, a company that a few years before had funded Chris
Nolan's Following. A former theatre exhibitor himself, Berney was
initially just asked to come in and view the film. 'At the time, I didn't

know anything about it. I didn't know if it had or had not gotten any
offers. I just came in cold to see the movie. I was alone in a screening
room. I was blown away by it; I was further amazed to hear that they
were having any kind of problem whatsoever finding a home for the
film. I had an amazing gut instinct. Not only was this director a find,

but so was the cast. I don't think the distributors really thought it
through.'
Berney already had experience in releasing titles left in limbo: the
previous year, October films had found themselves unable to distribute
Todd Solondz's Happiness after a ruling from their parent company
Universal, who balked at the film's taboo subject matter. Berney was
brought on by the film's producers. Good Machine, to form an ad hoc
one-off distribution company to release the film. Taking $3.8 million,
the film did respectable business, given that, as Berney says, 'it did not
cross over beyond the art-house and to the 'burbs'.
'The Newmarket guys were curious,' recalls Berney:

Could this be done? Can do their own distribution?

a producer really
My answer was 'Absolutely!' I done it on Happiness^ even
had just
though it was a one-time situation. I had told them, 'If you're willing
to put up the money to back up what you want to do .' I mean, it's
. .

one thing to want to do it, but you also have to be prepared to take
the financial risk. They believed in the film enough not to give up in
any way. I told them that as long as they put up the proper amount
to match a fairly aggressive release, and just let me do it, I thought
we could really make it work. I wasn't going to predict that it would
do as well as it did, but I knew it would work.' (He predicted a gross
of around $5 million at the time.)

Money for p&a (prints and advertising) had to be found, to cover

advertising, publicity, creative materials, and even the cost of shipping

55
prints. 'Most independent producers couldn't really do that, and it's
risky,' says Berney. 'Because I was able to assemble a team that had had
experience doing that, they felt confident - and they believed in the film
too.' Creating a distribution company from what he calls 'smoke and
mirrors', Berney set about planning the marketing and release strategy,
with the rare luxury of having carte blanche to plan the film's launch.

'I was really comfortable working with Newmarket. It was kind of

rare. They'd "We're financiers and producers, not distributors. So
say,
we're gonna go with you." Luckily it worked, because it was all put on
me to make these decisions because they didn't have that experience.
They went with it worked in the end.'
it, and
Initially, was to launch the film in the US in the fall at
the feeling
the New York Film Festival, which would act as a curtain-raiser for
an October release. 'We kind of thought it might be invited to the
New York Film Festival,' says Berney. 'Ultimately, it didn't work
out, and we were going to have to make a really brutal decision. If
we'd rushed it, we would not have had the success we've had.' Without
that autumnal platform to launch from, it left Memento jostling for
screens in a packed Oscar-friendly holiday season. 'Bob was scram-
bling to see what theatres we could get, but we were scared that if
we went too late we would be boshed by the Christmas movies,'
remembers Todd.
It was decided, instead, to wait for Sundance in January 2001,

returning Chris to Park City, where Following had played (as part of
the simultaneous Slamdance Film Festival) two years previously, before
on a 16 March opening date, almost a year to the day after the
settling
filmwas roundly rejected by the major studios. 'I wanted to wait until
March, really to have the luxury of time,' says Berney:

To let campaign grow, to let the trailer play out. I think

the Internet
the launch through the web campaign was really a factor in the
film's success. It's hard enough for the big studios at Christmas

time. They're overspending all sorts of dollars at that time, and it is

very tough to come in then, and let the film sit there at the theatres.
We were able to really have plenty of screens. It was doing so well,
that it was able to hang in there. There wasn't the pressure that
Christmas brings [in March].

Much of Berney's job was completed before Christmas. With the

film set to travel the foreign festival circuit (see below), Berney had

56
already spent time at the Toronto festival negotiating sales with
exhibitors, as well as working on advance publicity. 'Bob has a great
relationship with theatre owners,' says Ryder:

That ultimately can make or break you: the ability to get your
movie into theatres, and keep it there. That's the biggest hurdle to
accomplish. He came up very early on and said, 'If we're going to
do this right, we have to let the audience discover the film. We
build a platform release.' In other words, you release it on eleven
screens in New York and LA, and that's it. A week later you go to
seven cities, and then the week after that you go further. It's truly a
ramping up, platform release. While it was tempting, when we
were hitting high numbers in New York and LA, to try to blow it
out on 500 screens immediately, we would've not had the success
we had.

When the film opened in the US on 16 March, in New York and LA, it

followed Berney's recommended pattern. Opening in certain key theatres,

such as the Lincoln Plaza, on New York's Upper West Side, the down-
town Angelika Theatre and Loews 19th St theatre, both near NYU,
Memento was given the chance to reach a wide audience. 'We had an
interesting mix of theatres giving the potential of a cross-over right
away,' said Berney. 'Through NYU, we really reached a younger
crowd. We tried to cover the demographics.' Similarly, in Los Angeles,
the equivalent of the Angelika, Laemmle's Sunset 5, was booked,
alongside more commercial runs in the Valley. 'We took a bit of a
gamble, going for the art house and the more suburban commercial
run,' says Berney.
Opening against Steven Seagal's comeback Exit Wounds, Jean-
Jacques Arnaud's Stalingrad Siege flop Enemy at the Gates as well as
low-key movies Gabriela and American Desi, it was a dream week
to make your bow. The following week saw lightweight vehicles like
Heartbreakers and Say It Isn't So released, again not encroaching
upon Mementoes core audience. Only Amores Perros, another rave-
reviewed effort, which opened on 30 March, could be seen as touting
for the same kind of film-goer. 'There was nothing in the genre
around the same time,' says Berney. 'There were some quick action
films, and some comedies, so I think we benefited from an abundance

of formulaic fare. That's one reason we really stayed around. We

certainly were completely different.'

57
 Week two saw a small rise to fifteen screens, before the number hit
seventy-six in its third week, with the film making its bow in Dallas,
Washington DC, Boston, Seattle and Philadelphia. 'Memento absolutely
worked across the board in every city,' says Berney. 'It played very
strongly in the key upscale theatres, but also playing very deep into the
suburban runs, that maybe play independent films only every now and
again. It played the big circuits. It really did get into the culture.'
By this point,Miramax's Harvey Weinstein had realized his mistake.
Rumours Miramax, some four weeks into Memento's
circulated that
US run, wanted to buy the film from Newmarket. It would mean an
extensive Oscar campaign for the film, as well as money spent on
maintaining the number of screens the film was showing on. Jennifer
Todd remains unsure whether that would've happened. 'Harvey was
very sincere in the fact that he screwed up and didn't pick up the film.
There was talk that Miramax wanted to buy the movie and then do a
release for it. I don't know if that was coming from agents or Harvey
himself. Whether or not it came from Harvey or the agents, I know
for a fact that Newmarket weren't interested in that.' Indeed, having
suffered the indignity of being passed over, why should Newmarket
buckle a month into the film's run? Now, it was merely a case of
managing the film's countrywide release.
'Bob's point was that if you just throw this out there, without the
right amount of publicity, without doing your homework and letting
the word of mouth trickle down, it's never going to work,' says
Ryder. Spending four weeks in the top ten, and sixteen weeks in the
top twenty, during a summer that saw the release of such box-office
juggernauts as Pearl Harbor and Shrek, the strategy clearly worked.
With screen averages reaching as much as $9,705 a week when the
film was playing on a handful of screens, it was clear the film's repu-
tation was spreading. The film reached eighth position in its eleventh
week, having grossed $2,395,290 in that seven-day period at the end
of May. The same week also saw the film hit the highest number of
screens it would play on, at 531.
'When we got into release, it became about managing the success
and adding the theatres in, hopefully, a smart way,' says Berney. 'The
real trick is to be restrained. You don't want expand it too quick,
to
and go crazy. You're better off trying to wait, and let the word-of-
mouth build, because it takes a while to get out to the rest of the country.
Even though it's a media frenzy in New York and LA, it takes four to

58
six weeks before you can have that advance awareness in, say, Dallas
or Chicago. We could have gone higher, but we really tried to keep it at
a good level that we thought the film would perform at.'
By late September, at the time of writing, the film is still playing in
just under one hundred theatres across the country, with a cumulative
box-office total of $25,481,198. 'I really think the distributors thought
American audiences wouldn't want to stay with a slow-moving, unravel-
ling mystery thriller,' says Todd. 'They thought it was too smart for
them. The great punctuation to the whole story is that they were
wrong. The movie spread so much wider than we thought it would.
The fact that the movie has made $25 million so far is crazy.'
As Berney points out, with the film surpassing various 'lofty' mile-
stones (the$10 and $20 miUion marks), the ancillary value for video
and pay television has increased rapidly:

There's so many independent films that never make $1 million.

Most of them don't. It's very tough to ever get there. I was sur-
prised at the level it finally achieved. I wasn't surprised that it

played there, because of the genre elements and the cast. The fact
that it fools the audience . . . studio movies like The Sixth Sense
have proved that they will go and see films with twists and turns.
What I was just surprised at was the sustaining power, that it kept
going and people saw it over and over again.

So successful has Memento been, the film was released on DVD in

the US on 4 September 2001, while still playing in the cinemas there.
'The reason came out was that we did our deal early on, not knowing
it

the film would still be in theatres in August,' says Aaron Ryder. Extras
included a tattoo gallery, showing stills of Leonard's body-art, trailers
for both Memento and Following, Jonah Nolan's short story Memento
Mori and a 2 5 -minute interview with Chris Nolan. Understandably, no
audio commentary was provided by the director, given his desire to
keep the secrets of the film under wraps. In the DVD was an 'Easter
egg' leading to the rumoured re-ordering of the scenes, enabling the
viewer to watch the film in chronological order. 'The movie's meant to
be shown this way [backwards],' explains Ryder, less than impressed at
the idea. 'The idea is that you're putting the audience at a disadvantage
of learning information; to try to put it back in order . . . it's a gimmick,
in a way, but you're undermining the intent.' A film that benefits repeat
viewings, its sell-through shelf-life looks secure. As Ryder says: 'I think

59
Memento is going to be one of those films, like Blade Runner or The
Matrix^ that will be around for a long, long time.'

Foreign markets and the festival circuit

Let's take a step back, though. Prior to the film's US release, Memento
had already successfully opened in France, with distributors UGC, and
theUK, with Pathe. 'Ironically, the film always had foreign distribution,
even when it didn't have American distribution,' recalls Jennifer Todd.
'Because Summit were involved, they were always partnered with
Newmarket, and so when we were locked into the European festivals,
they went and built a release pattern around that.'
Summit Entertainment had been involved after Aaron Ryder first
brought Patrick Wachsberger the script. 'Memento was not a movie
when it came to us,' says Wachsberger. 'It was a screenplay, with a
young director attached. Chris had done Following^ and Aaron was
pushing for Memento to really become a movie. I really liked the
screenplay, and we decided to do the movie together. We became the
insurance, so to speak.'
Despite the potential of the script, personnel in Summit were split

over whether to jump on board:

Some people - who will remain nameless - just didn't get it. They
felt itwas complicated, and at the end, it doesn't really deliver. I
said, 'It's not a Hollywood movie.' I had a few notes on the script
that I shared with Chris and Aaron. We all understood we were not
doing a Hollywood movie - a whodunnit? We realized, as we were
getting in, that we were limiting the financial potential of the
movie. In saying that, I never expected or dreamt that the movie
became what it became.

As Wachsberger calls it. Summit then took Nolan's script 'on the
freeway', beginning with European distributors, selecting companies
he were best suited to releasing Memento in their own territory.
felt

Only, at this stage, able to read the script, most came on board on faith
alone. 'In Europe, people really dug the screenplay. They thought it
was interesting enough. They did not know, for the most part, who
Christopher Nolan was. Frankly, I don't think any one of them had
seen Following.'' Japan's Amuse Pictures, he notes, was also another
distributor that showed interest from the early stages, although most of
the deals were not signed until production was under way.

60
 Surprisingly candid for a man who works in Hollywood, Wachs-
berger admits - while being satisfied with most of the distributors he
signed deals with - not all were the best choices. 'Generally speaking,
we hit our target. We went to the right place, but that not to say we
is

didn't make some mistakes, and misjudgements, with Memento on a

^

pre-sales basis. There were some territories where we could've done

better, but very few.'
Italy - the film's rights eventually secured by CDE - proved a par-
ticularly tough market to crack. 'It's such a strange market, where
specialized movies are concerned. It's a star-driven country, it's a
television-driven market, so therefore you feel more secure to go to
television with names,' says Wachsberger. Meanwhile, Alexis Lloyd,
who was in charge of Pathe in the UK at the time, was one of several to
offer advice. 'He really understood the screenplay. He had a tendency
to want to be a little too much involved on the creative side! This can
happen - you ask someone to read a screenplay to see if they want to
buy a movie or not, and they send you back script notes.'
Memento^ of course, featured Guy Pearce, more an actor than a star,
and here due to be disguised with a crop of blonde hair. What helped the
film, internationally, was the inclusion of Carrie-Anne Moss, following

her appearance in the Wachowski brothers' The Matrix. By the time the
cameras rolled in August 1999, over 50 per cent of the ultimate number
of distributors who would release the film abroad were signed on. For
those that remained, a promo was cut - later to be used as a template for
the trailer itself - to show those that had read the script just what the film
would look like, visually. 'Chris was very helpful in helping us put
together a promo reel, in giving us access to material before he had even
done his first cut,' says Wachsberger.
The was shown in October 1999 in Milan, just as production on
reel

the film came to a close in California, at the MIFED marketplace,

partly to reassure those that had already invested in the project that it
was looking good. By this point, the pre-sales had already covered the
$4.5 million budget. 'We were not spending a lot of money doing this
movie,' says Wachsberger, 'so it wasn't that the target number was
astronomical or so far-fetched that we needed huge numbers.' The last
territory to be sold was Australia (though their April 2001 release date
preceded the likes of Thailand and South Korea), and the film -
while cut - had not yet even been screened. Other territories already
sold to included Austria, Benelux, Bulgaria, Canada, Czech Republic,

61
Denmark, Germany, Greece, Hong Kong, Hungary, Iceland, Israel,
Latin America, the Middle East, New Zealand, the Philippines, Poland,
Portugal, Russia, Sweden, Finland, Norway, South Africa, Spain,
Singapore, Switzerland, Turkey and Thailand.
Taking Memento on the festival circuit, before it ever reached any of
these territories, proved vital to the film's ultimate worldwide success.
Having taken Following through some low-key festivals - San Francis-
co, Edinburgh, Vienna and Dinard, among others - it was obvious that
a similarly difficult film such as Memento would have to establish a
rapport with festival audiences before standing any chance of making
it in the marketplace. That said, everyone also knew that - with a cast

that included Guy Pearce and Carrie-Anne Moss - the spotlight was
going to shine on the film that much more.
'With Following, our first festival was at San Francisco, and there
wasn't really as much at stake,' says Emma Thomas:

Obviously, we wanted the film to do well, but we didn't have

financiers that had spent enormous amounts of money on the film,
waiting to see how it would do. With Following, it was Chris's
film. For all of us, it was almost enough to watch the film with an

audience. It was so far from what we'd been thinking about when
we had been making the film on Tottenham Court Road three years
previously. With Memento, Newmarket had not only put themselves
on the line, creatively, but they had put a lot of money into it.

Set for its European bow at the Venice Film Festival, before engage-
ments in France at the Deauville Festival of American Film and at the
Toronto Film Festival in Canada, the momentum for Memento truly
began. The film always felt European to me,' says Todd. 'It reminded me
of some of the more interesting films from there. Slow but psychological
movies. More intelligent films play better in Europe. The art of cinema
is more appreciated there.'
Making its premiere in the Dreams and Visions sidebar at Venice, the
film received a standing ovation after its first screening. Emma Thomas
remembers that day as one of the most stressful in her life:

The ovation was amazing. Because it was an audience reading the

subtitles, there was a lot less laughter - so there was much more
tension. You're listening to every movement that the audience is
making. We got to the end, and I suddenly remembered that

62
 somebody had told me the day before that audiences in Venice can
boo films or do that slow-clap thing. The film ends very abruptly
anyway, and there was suddenly this moment of shock within the
audience, and then a huge roar as they stood up and gave Chris an
ovation. But for that one moment . . .

Aaron Ryder, who had been with the project almost as long as Chris
and Emma, was jubilant. 'That week in Venice was probably one of the
best in my life. You have to remember in March we'd shown it to US
distributors, who had passed. So from March to September, we had no
idea what we were going to do. When we went to Venice, and had that
reaction, it was incredibly vindicating.'
Giddy with excitement, as Jonah Nolan recalls, they had succeeded:
subtitles and frequent cell-phone interruptions aside, the film had won
over an Italian audience. 'We were all so happy that the film could
work and succeed on its own terms, even in a foreign language,' says
Jonah. 'So Chris went straight to the press conference and spilled the
beans.' In front of a packed press conference, in front of the world's
media, Nolan proceeded to reveal to the assembled journalists his
opinions on the film.
'I was flabbergasted that he did that,' recalls Jonah:

I thought he was on the same page as I was. I took him aside

afterwards and said, 'Well obviously it's your film, but I don't think
there's any mileage in telling people what you think.' You can
post-script that with: 'Well, that's just my interpretation,' but no
one As much as we're familiar with the concept of
will give a shit.
divorcing the artist from the art, it's still a hierarchical permuta-
tion. But it certainly hadn't occurred to me that anyone would be
particularly interested in knowing what the film was about. Until
then, it had been a personal group effort to make this thing and get
it out there. We suddenly realized, walking out into the streaming
daylight of the Venice Film Festival, with Italians milling around
arguing with each other about what the hell happened, that we held
the bag on this one. People would want to know what happened.
Chris concedes that his brother was right when it came to the public
being all too willing to 'see the film-maker with the answer', and for
his following encounters with the press he set out to dissociate him-
self from any definitive interpretation of the film. Yet, he views his

63
actions at the Venice press conference in another light, beheving he
had given different people different honest answers:

When you're at a press conference, and someone's asking a question,

you go ahead and answer it whatever way you feel is appropriate.
The answer I gave to somebody who's really paying attention,
somebody who's really desperate for an answer to the truth of the
film, they can extrapolate from the answer what was true or not for
the film if they wanted to. But at the same time, there was nothing
to hold me to that answer! The point is the ambiguity, the point is
the uncertainty. You can never know anything for sure, and you
have to choose what you believe.

Even the film-makers themselves were still in debate over the film's

meaning. That night, everyone from the Memento posse in Venice -

including Guy Pearce, who had flown in from Ireland, where he was
filming Kevin Reynold's The Count of Monte Cristo - went to dinner.
The conversation turned to the ending. 'We had a two-hour argument,'
recalls Jennifer. 'I couldn't believe we were still debating it, a year after
we'd shot the film.' Chris marvelled at the fact that those who had
spent three years making the film still contested the film's outcome.
'That's a rather unusual thing,' he says. 'You know what's interesting
about the ending to the film? Some people see it as incredibly tidy and
tightand complete. Some see it as amazingly ambiguous and loose-
ended.'
Within a day, everyone headed off for the less-than-sunny climes of
Normandy, for Deauville's Festival of American Film - the first public
screening in France, and it was not at the Cannes Film Festival.
Advised by their French distributor UGC to wait for this laid-back
cinematic showcase, the decision to do so now seems wise, with the
film taking the Critics' Prize and tying with Boiler Room (another
Team Todd production) for the Jury Special Prize. Rejected by the
Cannes committee for both the Director's Fortnight and main compe-
tition, Newmarket decided against accepting the offer of a slot in the
'Un Certain Regard' strand. 'The folks at Un Certain Regard did
enjoy the film, but we thought it may not suit the film best,' says
Aaron Ryder. 'So we decided to wait for Venice and Deauville. We
had our hopes set on main competition, and when we didn't get into
that, we just wanted to wait.'
When the gang flew back across the Atlantic for the Toronto Film

64
Festival, Bob Berney was able to orchestrate a full US press junket. Uti-
lizing PR company Rogers and Cowan, he saw it as a tremendous
opportunity to kickstart the film's word-of-mouth. 'That's a great place
todo it, because everybody's there anyway,' says Berney. 'Particularly
forNorth America. Toronto has all the regional journalists: coverage
from Dallas and Milwaukee, San Francisco, wherever. We had an
amazing screening, and some of the key exhibitors were there. We
knew the critical success was coming from Venice, but Toronto was
certainly the groundswell for the film's word-of-mouth.'
Berney was also able to make his first contact with US exhibitors
(with others catching the film in Sundance later on). The response was
very encouraging. 'I met some of the most important figures right
there. Particularly Dan Talbot, from Lincoln Plaza Cinemas, one of the
most influential theatre owners in the country. He was actually the first

one to call me immediately after the screening.'

The early release in the UK (20 October 2000), France (11 October
2000) and Switzerland (October 2000) meant that, for once, a US-set
film, backed by an American company, would open in Europe first. 'We
released it in Europe because we'd pre-sold the film,' says Ryder.

'Unhke the US distributors, Pathe and UGC loved the movie. They
were truly supportive of it, and they wanted to release it earlier, and
I'm glad they did - because it started that word-of-mouth.'
Todd herself would later witness this word-of-mouth in full effect.
On holiday in Kenya over Christmas 2000, she encountered a fan of
the film. 'I was sitting having dinner one night, and this 15 -year-old
French girl said, 'Oh, you're in the film business?I saw this great

film, MementoV I was rather ironic that none of my

thought it

friends [in America] had seen it, but I was sitting in Kenya with a
French girl who had.'
With the UK release coinciding with the film opening the Raindance
Film Festival (the more independent-minded annual precursor to the
London Film Nolan was paid homage to, in a sense, by the
Festival),
festival organizers. Not only was Memento given a prime slot, but
Following - despite it being a year since it had been briefly released
in London - was screened too. It was surely recognition for a director
whose two films - one shot on weekends, the other self-distributed -
truly embodied the spirit of independent cinema.
By January, Memento was on the last leg of its festival tour, arriving
at the Sundance Film Festival. Despite the film having been launched in

65
Europe, the was more than happy to invite Memento to make
festival
its American debut. Bizarrely, as Joe Pantohano points out, there was

some cross-over. 'Some of my friends who came from England to the

festival had been watching the movie on the airplane!' Yet more press
interviews were held, one Berney called 'a fast-breaking press junket',
which would yet again up media awareness in North America of
stir

the film, prior to the March For Nolan, he had come full circle,
release.
making the transition from Slamdance rebel to Sundance winner.
Memento won Nolan the Waldo Salt prize for screenwriting, an award
claimed in recent years by the likes of esteemed playwright Kenneth
Lonergan, Stanley Tucci and Tom DeCillo. Already voted the British
Screenwriter of the Year by the London Film Critics, Nolan says he was
delighted at winning the prize, though finds the notion of competing as
film-makers absurd. 'We were there competing with [John Cameron
Mitchell's drag story] Hedwig and the Angry Inchl To me, it's very
gratifying for someone to like your work, but at the same time, it's
quite a strange concept.'
Since Sundance, Memento has gone on to claim several more awards.
It tied with David Lynch's Mulholland Drive for Best Picture, as voted
for by the OFCS (Online Film Critics Society), it was awarded the acco-
lade outright by both the LVFCS (Las Vegas Film Critics Society) and
the Toronto Film Critics Association. All three of the aforementioned
also gave Nolan Best Screenplay, alongside themore prestigious
LAFCA (Los Angeles Film Critics Socity) and the AFI (American Film
Institue).While Pearce is the only Memento actor to so far receive an
award (from the LVECS), at the time of going to press, Carrie- Anne Moss
had been nominated for Best Supporting Actress at the Independent
Spirit Awards. With Memento competing in four other categories (Best
Picture, Best Screenplay, Best Director and Best Cinematography),
Nolan also finds himself up for a Golden Globe for Best Screenplay.
Sundance did provide one great surprise for actor Larry Fiolden,
who saw the film for the first time at a packed screening. Having
worked out at the gym for three weeks solid prior to the shoot to
shed some pounds to play drug dealer Jimmy, he was most perturbed
when he saw the Polaroid depicting his dead body. 'There's this close-
up of my recently "deceased" body and it looks nothing fucking like
me!' The actual Polaroid taken on set of Flolden had to be re-shot on
a day when the actor wasn't available, meaning a body double - less
trim than Jimmy - was used. 'Afterwards, in the lobby, Chris and

66
Emma were laughing hysterically at the look on my face,' he recalls
with a grimace. They probably just didn't want to pay me for an
extra day, the bastards - and they had some poor sod with this big,
bloated, whiter-than-mine gut lay on the fucking floor and act dead.'

www.otnemem.com and the marketing of Memento

Who can doubt the power of the Internet as a marketing tool in the
wake of The Blair Witch Project} The site - which dug into the back-
myth of the Blair Witch, and teasing
story of the film, inventing the
film-goers with notions of truth versus fiction - undoubtedly con-
tributed significantly to the buzz that surrounded Daniel Myrick and
Eduardo Sanchez's $30,000 camp-fire spook story. By the time it hit
the cinemas, web-users worldwide were titillated enough to come out in
their droves. Undoubtedly a watershed moment, it forced Hollywood
studios to re-evaluate the way they use the Internet. No longer will a
glorified menu with Warner Brothers have
pictures suffice. Already,
taken up the challenge, producing a massive on-line campaign for
Steven Spielberg's A.L, allowing the user to surf through a number of
subject-related sites. Stimulating interest in artificial intelligence in a
broader context, it's also the perfect way to ensnare the interest of web-
users in the run-up to the film's release.
'We always knew we wanted something a little more innovative,'
saysJonah Nolan, who was chiefly responsible for the design of
Memento's website, www.otnemem.com:

We knew we wanted something that would set us apart from all the
other low-budget crime thrillers that the market had been recently
flooded with. Despite the fact the film was unique in its own right,
we wanted the publicity material to match the want
film. We didn't
to do the Blair Witch thing of trying to convince you it was a real
story; at the same time, I didn't want any reference on the site itself
- at least in the beginning - showing that it wasn't real. Not saying
it's a movie, in other words. So there are no credits on the original
version of the website.

Serving as an illuminating book-end - together with Jonah's original

short story - for the film itself, Memento site begins with the line:
the
'Some memories are best forgotten.' From this the word 'Memento' is
picked out, and a snatch of Leonard's dialogue - 'The world doesn't
just disappear when you close your eyes' - is then heard alongside the

67
sound of Teddy's scream in reverse. We are then taken to the home-
page, and confronted with a newspaper article (undated) that has the
headUne: 'Photograph Sparks Murder Investigation'. The standfirst below
adds: 'Motel Customer Disappears; Leaves Suspicious Photograph,
Gun, Documents and Questions'. The story itself details Leonard's
disappearance from the Discount Inn, after killing Teddy. There is even
a quote from Burt, calling him 'polite but weird, forgetful'. Linking back
to Jonah's short story, we are told that a man by the same name
escaped from a Bay-area psychiatric facility in September 1998.
From this article, a number of key words are highlighted. Selecting each
one takes you further back into Leonard's story, mixing first-person
handwritten notes to himself (as the short story will do) with docu-
ments, such as police reports, diagrams and Polaroids.
In no particular order, the sub-sections are as follows:

Questions: We hear Teddy say: 'Maybe you should start investigating

yourself,' before seeing a scrap of paper with the words: 'Who did I

kill?' on it.

Body: 'I'm going to kill him,' says Leonard, before we see a picture of
Teddy, spliced with pictures of Leonard's wife.

Local: A series of clips relating to Natalie, who we hear ask Leonard:

'The next time you see me, will you remember me?' We then cut from
a picture of the Polaroid of her to the beer mat, and then the pharmacy
bag with the meeting crayoned over it, and finally to the photocopy of
Teddy's licence plate.

Suspicious: Leonard's photographing Natalie -

comment after
'Something to remember you by' - is heard before we see a picture of
him tattooing his own arm. A handwritten note tells him to find 'a
more permanent way of writing things down', followed by pictures
of broken biros, a note telling him to shave and a copy of the licence-
plate number, which he will ultimately record on himself, leading him
to kill Teddy.

Leonard: After we hear Leonard tell Burt: 'If we talk for too long, I'll

forget how we started,' we cut to a newspaper clipping, detailing the

original break-in. Significantly, a number of details are inked out, but
we had been sexually assaulted and received a
learn that 'Mrs Shelby
number of serious injuries to her head, neck and upper body.' No

68
mention of her supposed death is made. After pictures of Mrs Shelby,
two handwritten notes follow. The first is provocative: 'She's gone,
Leonard. Gone for good. You're the only one left. But there isn't
much left of you, is there? He took that too.' The second asks
Leonard to remember Sammy Jankis, commenting on the irony of
Leonard not believing Sammy's story.

Revenge: Natalie tells you get revenge, you're not

Leonard, 'Even if

going to remember it. You're not even gonna know it happened.' We

cut to a police report, detailing the death of one of the intruders, on 24
February 1997. A handwritten note then urges Leonard to find the
other intruder. A second scrap calls him 'a coward'. A third, in a direct
repetition of a segment of Jonah's short story, says the only conse-
quence of avenging his wife's death will be imprisonment in a 'little

room', adding, 'in case you hadn't noticed, that's exactly where you're
already at'. We are then shown a psychiatrist's report (dated 17
September 1998), that states it has been 'a strange and troubling week
in Leonard's recovery' as he has learned to distrust his attendants. It

also talks of his journal, which contains self-penned notes inciting him-
self to escape. We then switch to a note listing four facts about John G.

Forgetful: The most extensive segment. We first hear Natalie ask:

'What's the last thing that you do remember?' We cut to a picture of a
body, with contusions - like Leonard's - marked on the diagram, and
his diagnosis, 'Extreme Head Trauma: Apparent Disorientation,
Memory Lapses'. A note tells him, rather ambiguously, that his wife
'has gone for good ... so you've got to stop looking for her'. A fur-
ther psychiatric report, dated 16 Jauary 1998, tells us Leonard is an
'allegedly mentally sick person'. Leonard is admitted to the institution
as a ward of the state, with a high level of 'memory disruption'. A
doctor's report indicates Leonard forgot his examiner's name seven
times in an hour and a half before demanding to see his wife. A hand-
written note goads him, saying all the medical specialists can hope to do
is rehabilitate him. A report,
dated 4 April 1998, indicates he has devel-
oped a keen interest in crossword puzzles - as also shown in the short
story - while his 'cognitive-amnesiac period remains at roughly fifteen

minutes, although this greatly shortened by anxiety'. Finally, another

self-penned scrap says the doctors would put him in a straitjacket if they
knew what would make his pain go away - that is, revenge.

69
 Without ever being explicit, the site sets out to provide background
details to Leonard, previous to the events of the film, alongside a hint
that Leonard will have moved on to another motel and another
revenge-killing. Alongside the short story (see Appendix), the details
presented here set out to show how Leonard escaped from the institu-
tion, and began this perpetual cycle of revenge. Establishing the film in

a broader context, Jonah believes the site echoes a number of the film's
themes:

I don't want to get too postmodern, but it is interesting because

you can look at the story and then the film, and in these conflicting
narratives, it's two different people trying to tell the same story.
Given the subject matter, that's an interesting point: the way that
my version of events conflict with my brother's. I ran most of the
ideas for the website past him, but he gave me a long leash to play
with in terms of manipulating his characters and feeding them back
into the story that I'd come up with. There's no reference in the
film, other than a cut-away shot that lasts three-tenths of a second,
of Leonard actually being in a mental asylum himself. The story
and the website are primarily about that.

For Jonah, the site, to some extent, represented the conclusion to

what he set out to do with the original short story that inspired the
film. As he points out, the website can't be read like a book, but more
resembles the way we would read a magazine, skipping back and
forth, depending on what we were first drawn to. A better analogy -
something he hoped to achieve for the original story - is a deck of
cards. Intending to write the short from a number of different perspec-
tives, Jonah hoped 'each reader would shuffle the pages before making

their way into a completely fractured, random narrative'. While, much

to Chris's annoyance, he never followed through with this idea, the
opportunity to similarly piece together Leonard's back-story, via an
arbitrarily ordered set of documents, is provided by the website.
'One of the things I tried to do with the website is allow you to
assemble these police reports, medical documents, newspaper stories,
and see if you have any idea what happened,' says Jonah:

But you'll have four or five different accounts of where you can
look at the material of the website and come up with a number of
events. The idea that it's up to the audience to try and put together

70
 a version of events to understand what happened what I find
. . .

fascinating is the reluctance of some people to do that. There is an

obsession with knowing what happened. This is why we're fasci-
nated with the Kennedy assassination. We're never gonna know,
never. It was thirty years ago, and there are hundreds of different
points of view. Even with it on film, we've no idea what happened.

Jonah volunteered to design the site after it was discovered Internet

design companies (still luxuriating in the URL boom, before the
dot.com bubble burst) were charging inflated prices for their work.
Teaming up with a New York-based friend Marko Andrus, who ran a
website company himself, Jonah busied himself learning the various
software packages needed to create a home page. 'I had taken a com-
puter science course in college and realized that what most clients of
Internet companies don't realize is that this stuff is remarkably easy to
put together. It took just a couple of hours to learn the programmes.'
More taxing, it seemed, was the creation of the materials ultimately
scanned in for the site. Using just a computer, a Polaroid camera and
various dummy forms he had pinched from the props department on
set, Jonah set about re-creating documents evidencing Leonard's

existence from his time in the asylum. A part-time security guard,

during his time studying at Georgetown University in Washington
DC, Jonah had spent his nights checking IDs at the front desk, and
ferrying drunks home across campus. 'As all rent-a-cops do, you get
into the idea that you're out there to keep an eye out for serious
crime. You watch all these crime TV shows as a kid, and on the spot
you can conjure up the language of the rigmarole of amateur police-
work,' he says. 'Every night, I would have to fill out a log report, so I

got very interested for a while in the bureaucracy of crime prevention

- and how boring it is.'

Printing out forms, and tearing them into scraps, his time spent on-
set with Cindy Evans, and her assistant costume designers, helped

enormously when it came to ageing the materials. 'The actual work of

putting it on the web was peanuts compared to getting it together and
making it look dirty, and fucked-up and old and interesting,' he recalls.
'I would ride around the subway, rubbing Polaroids against the roof of

the subway car. I would crumple them up, and carry them around in
my pocket, trying to get them to age.'
Simultaneously, Jonah also wrote the e-mails that fans could receive

71
as if from Leonard himself. An approach already used for the market-
ing of Mary Harron's American Psycho (Patrick Bateman's despatches
were penned by Bret Easton Ellis himself), letters were sent out from
Leonard playing on the notions already suggested by story and
screenplay. Addressed to John G., they have been written three years
on (so we are told) from the initial assault, with Leonard claiming to
be on his attacker's trail: Tm
going to kill you like I killed your
friend.' Interestingly, within letter number 3, there is a wry little rebut-
tal to a question that bothered how Leonard
some fans of the film:

recalls his own memory loss. 'Try this one: "How does a man with no
memory remember his own condition?" But I don't waste my time with
philosophical questions any more, John, at least, I don't think so.' In

the fourth letter, we get further insight into Leonard's existence - 'For
me, every place is new, all the time. This town doesn't look familiar. I

don't even know what it's called, don't know how long I've been here,
don't know how long I'm going to stay . . . [I'm] like a road show,
going from town to town, stuck in the first act.' Leonard's morality is

also called into question, as he questions his desire for revenge, 'a
tough proposition', as he terms it. 'Part of me worries what I'm doing
is wrong. But I can't do anything about it, John, you're talking to the
wrong guy.' Curiously, at the Leonard says to
end of letter number 5,

John G.: 'You want to know why I'm really writing to you? I think I
wanted to apologize.' It is as if Leonard is guilt-ridden about his intent.
While responsible for creating much of this extensive back-history,
Jonah is happy to downplay the importance of reading his story, and
viewing the site, before seeing the film itself. 'I'm not big on the idea
of films needing to be set in a context. I think Chris has accomplished
this. You can just see the film and be very happy with that. Chris is

not a film-maker who is reliant on the merchandise, the T-shirts, the

action figures, the dime novels. He has made a world that functions
completely independently of my story and the website. But I do think
it's interesting to look at all three together.'
Chris, on the other hand, is convinced of the value of establishing a
film in a universe that extends beyond the parameters of the film:

What the Blair Witch people got absolutely right, which I thought
was really cool, was if you really looked at the website before you
went to see the film, you actually got a lot more out of the film. It
creates a larger experience than film-makers have to do. I recently

72-
 got to meet the Wachowski brothers, who are working on the
sequels to The Matrix - of which they would tell me nothing! - but
they are very clearly taking into account the bigger multimedia
picture, in terms of the offshoots thatany big film generates. If you
can do it yourself, hand it to a PR department which
and not just
doesn't add anything creative, you can increase people's
understanding of the film, allowing them to re-experience it again.

With Jonah and Chris having created the site off their own backs,
the arrival ofBob Berney - when Newmarket decided to distribute the
film themselves - galvanized their hard work, as he quickly realized the
value of their efforts. 'My contribution was to take advantage of the
organic marketing that was already in place,' says Berney:

This is what the bigger studios sometimes miss; they have to do

their own thing no matter what, which has to fit a certain formula.
When I met Jonah, and looked at the site he had already made for
the film, I thought we had to go with this. I had to make sure it got
out there and we marketed that site. Memento recognized the
power of what's already there. Chris and Jonah already had a really
good sense of the audience for the film. Sometimes, it's a simple
thing - the key marketing elements are there, and you just to have
to take advantage of them. You don't have to re-invent. They felt

very strongly about who they made the film for. I said, 'Let's
enhance and build on this.'

Passing out postcards at the Toronto festival, which were designed in

the shape of a Polaroid with an 'obscure picture of Guy' on the front
and just the word 'otnemem' printed on the back, the website began
receiving hits straight away, members of the public intrigued by what
they saw.
'The website didn't have cast lists,' says Berney. 'It wasn't like you
were fooling everybody; people knew what it was. We tried to have a
building strategy. The best web stuff is always viral, it spreads. Every-
one knows it's a promotion, but if you make it fun and smart, people
enjoy being in on it, and telling each other about it. We tried to let it

build and not overdo it.'

Meanwhile, with little p&a budget to speak of, other unconventional

and innovative methods were dreamed up to promote the film.
Newmarket hired New York-based press company Electric Artists to

73
randomly bulk-mail Polaroids to unsuspecting home-owners. Each
simply depicted the shot of a topless and blood-smeared Leonard
pointing to his chest after reputedly killing John G. They'd sent out a
boat-load of these things,' says Ryder. 'I got a call one day from a woman
who had no idea what this was. All it said on it was "Memento" spelt
backwards - otnemem. That was it - and, of course, a picture of a half-
naked, bloody man pointing at his chest. She assumed she was being
stalked, and she filed a report. The police traced it back, and found out
it was a movie. That grass-roots publicity really helped us.'

With no commercial spots lined up for network television in the US,

owing to the expense, cheaper cable channels - like Bravo and A&E -
were targeted for short 15- and 30-second trailers. With Newmarket
now acting as distributor, it meant that Nolan and Team Todd were
afforded a rare luxury for film-makers - remaining hands-on during
the film's marketing campaign. 'Jonah and I were very instrumental in
cutting our first trailer,' recalls Chris. 'We cut a foreign one and a
domestic one. For the foreign one, which played in England, Jonah and
I went to the edit suite, and talked to the editor.'

Berney found himself heavily involved in shaping the trailer and TV

spots, hiring LA-based company Global Dog House to cut them.
'What I do is try to find the right editor for the film. I had a really good
feeling that Steve Perani, at Global Dog House, would come up with an
unusual trailer that sold the film. It was great. He made a really good
go at it. We worked with the Newmarket people, and with Chris Nolan
and the Todds. Everybody worked together on it.'
The finished trailer, at the time of writing still available to view on-
line, indeed captures the mood of the film very well. Opening with a

shot of the Polaroid camera sucking the photo back into the machine, we
are immediately introduced to Leonard, as he references his 'condition'
to both Teddy and Natahe. Shots of him combating the problem, such
as writing on the Polaroids, are cut alongside title-cards detailing the
names of the three actors; within seconds, though, two major princi-
pals are noted. Teddy tells Leonard: 'You do not know who you are,'
blatantly indicating that the protagonist is not to be fully trusted. This
is followed by Burt's use of the word 'backwards', warning us of the
film's structure, which precedes a shot of Teddy's blood running up the
wall. We are then introduced to the idea that Leonard is trying to find
his wife's killer - 'You wander round playing detective' - and a number

of action sequences are cut together, before Teddy ('Maybe you should

74
start investigating yourself) and Natalie ('You can never know any-
thing for sure') remind us that this is a film that cannot be taken at face
value. A shot of Mrs Jankis's w^atch being re-wound reminds us that
time, in the film, will be played out backwards, before the pace of the
with a number of speedy shots of Teddy's death. It
trailer accelerates

closes with Leonard in voice-over - 'The world just doesn't disappear

when you close your eyes,' fading to the word 'Memento'.
Unlike studios, though, who are able to attach trailers to films of
theirs currently playing, Newmarket had no other project to attach
Memento to. It meant Berney having to go to exhibitors, screen the

trailer and negotiate:

They responded really well to the trailer, and thought it was such a
powerful piece, that they put it up early, over the Christmas play-
time, which is highly unusual. Usually, you get trailers six weeks in
advance. It's tough for an independent distributor to get them up at
Christmas for Spring. I think they felt the film was a special film
right away. Also, asan independent distributor, the fact that we
had the materials ready that early - I don't think they'd seen that.
We were really aggressive in trying to get this stuff completed in
time to really promote the film. A lot of independents don't have
the time or money to do that.

At the same time, the trailer was sent to key websites like Yahoo and
MSN, sites inundated with requests by film companies to showcase
their films.Response was so strong that Berney was swamped with
demands for exclusivity on the trailer. 'They were all putting it right at
the front of their home pages.' With the domestic trailer running to
around 2 mins 10 sees, the variety of TV spots created utilized the
same graphics, with the 'letters evolving' as Berney puts it, but focused
on different parts of the main trailer, each spot using a separate strand.
Review spots, once the critics had seen the film, were also created, with
quotes woven through the thirty seconds.
By this point, though, Nolan himself was tired. 'At the time, I was
very weary of the film. I'd been working on it for a very long time,
thinking, "Oh, Gosh, now we're gonna have to carry on pushing it."
But I have to say I've found that is the case through my whole career.
Increasingly, with every film I've made, I've had more people helping
me out, bringing things to the table. But at the end of the day, nobody
cares about or understands the film as much as I do. I have to push it.'

75
 Basic newspaper ads on the week of the US release were run in the
LA and New York Times, though even was hmited, given the lack
this
of publicity funds. 'I remember we were debating do we run a full page,
or a quarter page on the day the film was released,' says Todd. Tor this
we were all very involved. Chris, Emma, Bob Berney and Suzanne and
I would all get in a room together. We would talk about the poster, the

print ads, the quotes. We all conceptually had the idea that the
Polaroids should be used. There's one foreign poster where you see him
with the tattoos, with Carrie-Anne behind him. But here we didn't
want to show the tattoos; we wanted to keep it as a surprise.'
Nolan was given final say in how he wanted the US poster, designed
by a company called Crew, to appear:

They showed me an enormous raft of ideas, which were all beautifully

produced, but all along the lines of what you would expect: look-
ing like Seyen, with lots of layered imagery, and ripped-up and text
pictures. Within that, they had a couple of interesting ideas, one of
which was recursion - the picture within the picture - that they'd
crafted after they'd seen the film. All the other stuff was just from
seeing the trailer. I thought it was very was just
apt. Originally it

Guy within Guy within Guy; I think it was me who came up with
the idea of putting Carrie-Anne inside, so that it was a double loop,
which I thought was very interesting.

One of the more innovative advertising campaigns came from Pathe

distribution in the UK. Targeting film-savvy publications like Time
Out, they found an unusual way to highlight critics' quotes. A Polaroid
snapshot was taken of each journalist, and printed along the border of
the poster itself, with their quotes inscribed on the base of the photo.
This was not something repeated in America. 'The US critics were a lit-

tle bit more remarks Ryder. T think it's all

shy!' the bad reviews they
give people - they wanted to hide behind their anonymity. But we
studied everything Pathe were doing; they released the film before we
did, and everything that worked for them, we stole!'
Meanwhile, following the junkets already held in Venice, Deauville,
Toronto and Sundance, press days were held in New York and Los
Angeles just a week prior to the release, handled by experienced PR
company MPRN. 'I brought on aggressive teams, and tried to put
them all together with a strategy to make it cohesive and build on what
Chris and Jonah had discovered,' says Berney. 'Our initial approach was

76
to get the long-lead film publications, and film-writers, by interesting
them and
in the director the story. Then we targeted People magazine,
and talk shows like The Today Show, with the star-sell.' All the key cast
members were available, in LA, and willing to help promote the movie:
Guy Pearce was shooting The Time Machine, Carrie-Anne Moss
training for The Matrix sequels and Joe Pantoliano in pre-production on
his aborted directorial debut ]ust Like Mona. 'Guy and Carrie-Anne,
after the junket, had to go off to other films, but Joey continued to do
stuff for months,' recalls Berney. 'He's the hardest-working man in

show business. He helped us endlessly publicity-wise. He was on radio

talk shows, TV shows, on and on. Even a few weeks ago, he went on
the Howard Stern show talking about it.'

As far as Pantoliano was concerned, with his contract offering a

share of the back-end profits, he was just protecting his investment. As
far back as the first screening of the movie - with Nolan, Carrie- Anne
Moss, Guy Pearce, and sundry friends - Pantoliano had campaigned to
have the movie released in Europe first, believing the European critics
would understand the film - a reasoning that proved instinctual. 'I
remember being concerned by the genre of the film, and thinking,
"What American audience is going to have the patience to sit through
this?"' he says. During the LA press junket, he suddenly realized:
college kids.

I said to Aaron: 'Y'know, I think we're ignoring a whole market,

with college kids. I think college kids would really enjoy dissecting
a movie like this.' At that point they had no money to release the
movie. Three days later he called me up and said, 'The good news
is, we're taking your advice. The bad news is, you leave Thursday.'

They sent me everywhere: Detroit, Boston, Chicago, St. Louis ... I

was going to radio stations, television stations, getting on a plane.
Carrie-Anne was working, Guy was working and I had a window
. . .

in my schedule for The Sopranos. I think it was the success of that

that helped. Everything lucked out; all the stars aligned.

77
 Chapter 3

'Now . . . where was I?'

Assembling Memento

The edit
Dody Dorn encountered Chris Nolan in an elevator, on the way
first

up to her meeting with him. She had met Mementoes newly appointed
production designer Patti Podesta before, though never worked with
her,and when the position of editor was under discussion, Podesta
pointed out her name to Nolan on the shortlist.
'Our first meeting was very odd,' Dorn recalls:

I got into this elevator, and this guy got in. We rode up in silence,
and you know how it is in elevators, right? At the top, just as the
doors are opening, this other person says, 'You wouldn't happen to
beDody Dorn, would you?' I said, 'Well, at least we've had a silent
moment together.' From there, it was a very pleasant meeting. And
that's important. When you get into an editing room with a director,
you're there for a long time, hours, days, weeks and even months.
So you have to get along. It's really important.

She had already taken the time to watch Following, to get a sense of
where Nolan was coming from. 'I was very impressed [by the editing].
It was conceptualized very neatly,' she says. A fan of the film's use of

visual clues to aid the viewer in re-ordering the story chronology, it was
something Dorn saw as 'very bold'. It would also be something Nolan
would return to in Memento, using the scratches on Leonard's face as
a marker-point for the time-line, rather than indicating the passing of day
or night. 'He's very attached to that idea, and I think he uses it really
well. Sometimes, it works on a subtle level. There are probably people
who watch his films and do not necessarily know, but will still get it on
a subconscious level.'
Dorn remembers also being impressed by the length of their first
Nolan took the time to get to know her. He also saw her
discussion;
jacked up on coffee, a beverage she had been advised against drink-
ing during business meetings. 'I get really intense when I drink it,' she

78
laughs. 'But we were both offered it, and we both said "Yes". Over
the course of the meeting, he saw my personaHty change. So I figured,
if he's seen that, we should get along.' She told him the script was a
good read, though added, 'but everybody must tell you that'. He
replied, simply: 'Actually, no. Some people don't get it.' After reading
the script for the first time, Dorn herself was confused. 'I felt like I
better read it again!' she says. She did, another three times. 'I had a
lot of questions, but I knew by virtue of the fact that it was daring,
thatno matter what happened, it was going to be an interesting job.
For an editor, it was a dream come true: up front, to be told that
you're part of the narrative.'
Dorn was fascinated by Memento's bold structure, and the way in
which it firmly placed you in Leonard's helpless position. 'It wasn't just
a gimmick,' she says. 'Tarantino is the most well known for re-ordering,
but I don't always know why he does it; here I really know why. It

totally informs the narrative. Every time I watch the film, I experience
it differently. That's the beauty of it, that even I can have a different
experience. I also really get a lot out of watching an audience react to
it. Every time I see the film, the audience is dead silent, sitting up in

their seats. You can't afford to miss a second.'

Discussion, at their first meeting, briefly touched on that most
infamous of reverse-structured works, Harold Pinter's Betrayal. Dorn
also drew Chris's attention to an Italo Calvino work. If on a Winter's
Night a Traveller^ which she had read, that reminded her of the script
for Memento. 'It was a book I never completed because it irritated me! I
was so pissed off by being jerked around by this book. I felt frustrated.
And it was frustrating to read the script, but I appreciated it. I think
that it is [a frustrating film], and I think that is part of its appeal. Peo-
ple have been fed so many stories, which take them by the hand. It's
emotional gridlock, in a lot of ways, and I think people appreciate that.
You never get that on a film.'
Nolan had already interviewed a number of editors for the job - all
of whom he felt would've edited the film just as was envisioned in his
script. 'Chris felt that I might help bring another layer,' says Dorn. 'I

think he what I would bring would be something different

felt that
than what he would necessarily have thought. In other words, getting
an editor who would add a layer that was not necessarily encompassed
in your vision. Even if you don't choose to take that layer on, at least

you're being presented with those options.'

79
 Nolan concurs, stating that shot-for-shot he could have edited the
picture himself, having put Following together. 'That's how I shoot
when I'm on set; I'm editing in my mind. I wasn't looking for some-
body to enhance that. I was looking for someone who could bring
something different; an emotional element.' The film that actually
convinced him she was the right editor for the job was Kirby Dick's
1997 documentary. Sick: The Life and Death of Bob Flanagan,
Supermasochist. A disturbing, yet moving, account of the eponymous
- and notorious - performance artist, it depicted in uncensored detail
a man who was, until his death in 1996, an 'artist, masochist, and
one of the longest living survivors of Cystic Fibrosis'.
'There's a point in which the guy hammers this nail through his penis
and blood drips on to the camera,' says Nolan:

I found myself not being repulsed by that, which, to me, was an

incredible thing, and spoke very highly of the editing that had gone
into the film. With the director, she had managed to build this
portrait of a person in such a beautiful way that you understood
him to the degree where you could watch it and not be disgusted. A
lot of editors would've opened with that shot and used it for shock
value. Somehow, she managed to contextualize it. That seemed to
me to be the type of editor I was after: somebody who could under-
stand the audience's emotional response to the character, who was
doing sometimes unpalatable things, in the case of Leonard.

A native of LA, Dorn began her career in other areas of film produc-
tion. A production assistant on a movie-of-the-week about Elvis Presley,
she was asked to be the assistant editor on the foreign version. She kept
that job title for another four years, though disliked the fact that she
learnt nothing creative about the job. She left to work in sound, mov-
ing from sound assistant to editor to supervisor, ultimately to work
seven days a week for seven months on James Cameron's complex
underwater saga The Abyss. 'After that, nothing was ever as exciting
again,' she says. 'So I went back to picture editing.'

The first project that marked Dorn's return to the picture-edit suite
was one that would prepare her mentally for the task of editing
Memento. Made in Germany, though shot in English, Oliver Hirsch-
biegel's Murderous Decisions was in fact two films telling the same
story from two different characters' points of view. Broadcast simulta-
neously on two different channels, the viewer could switch back and

80
forth between each story. Featuring Memento's Burt himself, Mark
Boone, Jr, who by coincidence was lodging with Dorn at the time, the idea
- rather than the - was what counted. 'It was like two different
result

movies,' he says. 'It's the weirdest thing, and it didn't really work.'
Dorn saw it more like an interactive game. 'It was very fun for me
to edit. It was pretty complicated. I had to keep two tracks and two
pictures in synch. At any point the viewer switched channel, they had
to be at the same point in the story. I think I have sort of a precise,
almost mathematical mind for this kind of thing; for me, it's just more
fuel on the fire for wanting to stay in the room and figure things out.'
One of the first decisions she and Nolan had to make was whether
the repeat sequences shown in the film would be additional takes of the
same scene. 'We decided very quickly that that was not a wise thing to
do,' she says. 'The subtleties of the differences in takes would've been
very apparent; the re-interpretation of scenes, via different takes or
angles, would've confused the issue. Re-interpretation comes from the
knowledge, not the performance. If you take the scene, for example,
where Carrie-Anne comes back in the house, if you'd used a different
take, her performance might've betrayed more or less of her conniving.'
As it turns out, though, Nolan was interested in mixing exact
footage with alternative takes. For example, the scene in the restaurant
bathroom, where he tries to wash off the 'Remember Sammy Jankis'
tattoo on his hand, is - on its repeat - dupe footage for all shots except
the close-up of Pearce's hand. 'It's a very complex mixture, done for all
kinds of different reasons - some of which are narrative, some of which
are more practical.' He cites also the skid to a halt outside Emma's
Tattoos, which is not only two different takes, but two different set-

ups. 'On one, you're up a building and the car skids into frame; on
the other, you're on the car, and the building skids into frame - that's
the most extreme example of the way in which things are different. In
the one, it's the beginning of the scene, and your awareness of the scene
begins with the fact that you've stopped outside a tattoo parlour. The
next time you see it, it's the end of the scene, and your awareness is that
you're skidding to a halt, but you don't quite know why and it ends
with the fact that you're skidding to a halt - that's a very different
function in a way. It has a different feel at the end of the scene as it does
at the beginning, by using different takes.'
As Nolan points out, though, his intention was not to disorientate
the audience, by using different takes or set-ups. 'We never did it to

8i
that extent. There's so much disorientation anyway - more, if anything,
for reasons of being true to the idea of memory shifting the perspective
shghtly, on an event or an image. Presenting it in slightly different w^ays
sometimes seems very true to that idea.'
Dorn began editing the second day after shooting began. She
would watch the dailies with the lab rep every morning before
watching them again with Chris in the evening. He wanted to see
them projected because he had shot in anamorphic, but both had to
watch them in silence, as sound is not normally printed at this stage
on low-budget features. 'Chris spent most of his time in those
dailies, with the DP [Director of Photography], which is as it should
be, because they're talking about the next day. But I still had the
pleasure of seeing it on a large screen, on film, and knowing whether
or not it was in focus.' At lunch, she would visit Chris in his trailer
to talk about the material watched from the night before. 'I was
visualizing information from him throughout the shooting period,'
she says. 'Editing it, for me, was like reading the script for the fifth
time. So many things that I had read came to life, and expanded,
visually and emotionally. I could understand what was happening in
the script; the physical manifestation I read and got, but the emotional
quality I only understood when I edited it.'
Dorn's gender, and understanding of the film's emotional core, led her
to aid the edit greatly during the sequence where Natalie asks Leonard to
truly remember his wife. 'The flashbacks, and the emotion that it creates
- I said that I felt that that scene would create a very strong response in
female viewers, because every woman wants to have a man feel that way
about them. And by the nature of the intensity of it, and the quietness of
it, and the choices and images, it helped the level of emotionality.'

While Nolan is reluctant to reduce Dorn's contribution simply to

enhancing the characters of Natalie and the wife, he does admit it was
useful to have a female perspective on board. '[Dody's work] was also
a question of the perspective on Leonard himself, and how we want to
view him, relative to the other characters,' he adds. As actor Mark
Boone, Jr confirms, it was difficult for Dorn to shake Nolan away from
intensifying the spotlight on Leonard. 'She said to me, "I really wanted
to be on you more, but Chris kept saying I had to be on Guy!" That
was the director's choice, I guess,' he says.
Working first in Glendale, near the soundstage where much of the
film was shot, for the four weeks of the shoot, Dorn moved her work

82
to an editing suite at the Universal Studios lot after the film wrapped.
Chris joined her a few days after the shoot, and the pair would spend
another six weeks before the first working cut was fully assembled.

With around 150,000 feet of film shot, Dorn found herself using
135,000 feet - indicating what little waste there had been on the shoot.
Using an Avid machine, she was granted more freedom than if starting
with a work print - which requires careful consideration before mak-
ing the With the Avid, changes are easy to make. 'I'll often
first splice.

try something, and then just insert a line from another take, and watch
it through - which I can do very quickly.' While this made things easier,

for Dorn the process of editing is all about perspiration.

'You just have to dive in, and keep working, working, until it's right,'
she says. 'Sometimes the very first cut is the best one, but not always. You
just keep refining.' Certain scenes were close to her first assembly, such as
when Sammy kills became radically different
his wife. Others, ultimately,
from how she first visualized them. Take the scene where Sammy is
examined by the doctors. 'I had seen it sort of as a sound gag, and Chris
saw it more visually. I included both elements, but it was very different
to how it first was. On the page, it's just Sammy gets tested, so what do
you do but look at the images and decide what you think will be inter-
esting? Just sitting and staring at the screen will never edit a film!'
Just as Nolan had written the script in the order it appears, so he
wanted the editing process to mirror this. 'I just used to always write
that way when I was in college,' he says. 'I would never do much of an
essay plan, but when I wrote I would basically progress in a very linear
fashion. That's the way I've always worked. For me that's the best way
to establish the narrative flow, regardless of what the chronology is.'
Editing in the order that the scenes appear on screen was crucial
for maintaining a forward-moving sense of rhythm - even though the
narrative is heading backwards.
'I wanted to keep the rhythm and logical connection between narra-

tive elements,' says Nolan. 'To achieve the correct flow, you must view

things as they come on screen. If you think of an incoming image

you're seeing for the first time, that cut-in has a very different effect
than the cut-out. On the cut out, your brain is able to extrapolate, so if

you motion across screen and cut out of it, your brain is able to
see a
have an echo of it. It can't do that on the front end; if you take a cut
sequence and you just flip it round, the cuts generally won't work.'
Aside from keeping the script in her lap at all times, Dorn used an

83
'arcane' system to help order the film in her mind. Her assistants
Cybele O'Brien and Mike Grant, wrote out three-by-five cards, putting
them on the wall, not unlike Leonard's own wall-chart that he uses to
map out his investigation. With titles like 'Leonard heats the needle'
and 'Sammy accidentally kills his wife', Dorn admits the cards were a
source of amusement for her, though she found herself staring at them
all day long. 'The three-by-five cards are pretty standard Hollywood

vernacular, because lots of editors use them,' she says. 'We also used a
colour-coding system, so that we could see on the card whether it [the
sequence] was a repeat or not. We also had colour-code for the black-
and-white sequences, and the flashbacks. I made a book out of them,
sort of like a scrap book, just for fun.'
Dorn also made title banners for each scene, with a scene number,
because with the excess of repetitive material, it helped keep her aware
of exactly where she was in the film. Like a title above the frame for
every inch of the film, it became indispensable. 'The banners were dif-
ferent to the cards,' she says. 'It was something I needed to have for a
lot of different reasons.' It confirmed if the material being edited was
for the first or second time the viewer would watch the scene, some-
thing even Nolan himself needed to know. 'Even Chris says if he were
to walk into the film today after it had already started, he wouldn't
know where he was in the structure of the film.'
The banners also helped the sound editors - led by Gary Gerlich -
who would only ever receive the film broken down in 20-minute
increments - which, again, would disorient them as to exactly where
they were in the film's time-line. In addition, a chart detailing which
parts of the film were being repeated was made for the sound
department. Sound effects, such as a dog bark, would also have to be
repeated exactly as the footage itself was. 'It never became a headache,'
says Dorn. 'The only headache we had was that we had a very short
schedule. We had to find a way to get everything the way that it was
meant to be in a short amount of time.'
Aiming for a two-hour running time, she and Nolan initially found
their first cut ran to around 130 minutes, or at least that's what they
shrewdly told Newmarket and the Todds. 'I told them the film was
longer than it was, when I showed it to them, so I could then turn round
and say I'd cut ten or fifteen minutes. It works quite well! It's not lying.
It's the length that everyone wants it to be at the end of the day.' Actu-

ally trimming back between eight and ten minutes - it's a move that

84
demonstrates, despite his inexperience at this level, just how well Nolan
understands the minds of producers. During the trim, owing to the precise
structure of the piece, no actual scenes were lost. 'No narrative material
was dropped,' remarks Dorn. 'I'd never worked on a film that had ever
done that. All we lost were some tit-bits in the motel room, all around
the time he is tattooing himself and breaking the pen. They were not
real scenes; they're more like markers. We combined some of those
images, so that they became one instead of two. That meant that
because all of these repeats were bracketed by black-and-white scenes,
we had to lose some of these beats.' Nolan, who says cutting a film
where no scenes can be removed is like 'editing with one arm tied
behind your back', refers to this process as simply 'tightening up',
reducing Memento to the bare essentials. 'It was what I did with [editor]

Gareth Heal in Following, as we were able, because of the structure, to

strip things down to the absolute essentials and remove all the padding.'
A certain amount of scene-juggling was
though due
also achieved,
to the precise structure of the script, Nolan had
it was limited.
already experienced this during the editing stage of Following, which
used an equally radical form to tell its story:

When I had written the script, which seemed to work on the page,
the feeling was if you're going to use this unconventional structure
(such as the three time-lines in Following), my impulse at script
stage was do it very quickly
to teach the reader the structure, to
with small scenes, so that in the you have an idea of
first ten pages
the structure throughout. What I found with Following and
Memento, when you come to watch the film, was that's counter-
productive. It becomes too baffling for the audience. The audience
has to have a period in which to just connect with characters. With
both films, I took a couple of the initial blocks, and combining
them, so they run conventionally over two blocks. With Memento,
there were cut points at the arriving at the derelict building, and I
ran that together. It's a longer block of time.

As far as the flashbacks of Leonard's were concerned, Nolan was

looking for a method to cut them in, without making them seem obtru-
sive. Strangely, given that Nolan is compared to Nicolas Roeg in
often
terms of editing style, it was an altogether more conservative director
that influenced him: Alan Parker. Already taken with Parker's use of
props as a device to link time-lines in The Wall (as seen in Following),

85
Nolan remained impressed with his edit technique on Angel Heart.
Parker's 1987 wo/r-inflected New Orleans-set story about a private eye
on the hunt for a crooner gone AWOL already played a similar game
to Memento, dealing with issues of identity, but it was the director's
rapid-cuts of a character's thoughts that captivated Nolan.

I was very struck by that at the time, because it's rather daring, yet
seamless and easy, in a way. Nicolas Roeg and Sidney Lumet were
also doing this, but I wasn't familiar with them at the time, so it
would be dishonest of me to say I started from looking at Nic Roeg
films, when actually I was sitting there watching Angel Heartl
That's a very mainstream film, so the grammar of editing has taken
on those interesting devices from those older films, so you can do
that without completely baffling an audience.

Just as at script stage, and even late on during pre-production, the

ending to the film was to prove the most difficult to tackle, starting, as

Dorn points out, from the moment Leonard kills Jimmy. 'It was always
decided that we would end the film with Guy saying "Now where . . .

was I?" But the whole thing with Teddy explaining what was going on;
and then Leonard setting himself up to kill Teddy . . . that was really
important that everyone understood it. We knew there were multiple
interpretations available, but we wanted to make sure that there was
one interpretation that followed that.'
Spending another three months in the edit suite refining their initial
cut, Dorn insists that healthy debate was a vital part of her relationship
with Nolan. *You have to have a few disagreements; if you don't, it's

not right,' she notes:

It's a constant dialogue. I'm the objective viewpoint. I didn't write

the script; I'm only looking at the film itself. It's a mosaic, or a
puzzle. The editor is a sponge for the director's ideas. I don't want
to say we never argued, but Chris's vision was so clean that I can't
come up with any horror stories. Chris was very open; I never felt

any kind of an ego thing. There was never any stand-off. Everyone
knows that the director will get what he finally wants; but he didn't
want someone who said 'Yes' all the time.

Ultimately, through the edit, Nolan achieved the creation of a narra-

tive so complex that even he gets lost in it when re-watching Memento.
'It's one of the things I'm proudest of with the film. Even though I have

86
a very good memory for films - I have to, to do my job - and I've seen
the film thousands of times, I still get completely lost. If I come into a
screening halfway through, I don't know what scene I'm in. That's one
of the biggest achievements of the film, from my point of view. The film
manages to enter the mind in a way I really hoped it would. The fact
you can get so lost in it, is very much a by-product of that.'

The grading and the transfer

One of the problems with shooting on black-and-white film stock is, if

it is mixed with colour sequences, it has, ultimately, to be printed

to be
on colour film stock. Early on, Nolan and his director of photography,
Wally Pfister, saw the black-and-white dailies (printed to black-and-
white stock), and marvelled at the sharp contrast. T had the deep
blacks, so I felt I was right on course,' says Pfister. When they were
printed to colour, contrast and sharpness was lost, and an unwelcome
colour tint was gained. Tt was really a downer,' he adds:

Chris really accepted it. For me it was such a disappointment. In

the end, when we had to print to colour, the lab really were never
able to nail the look. You inherently get a colour tinting on it, so
we had to choose between a reddish tint or a blueish tint. In the
end, we aimed towards the blue, but there are prints out there that
erred towards the magenta/red side. That part I accepted; what
really hurt me was the loss of contrast. I wasn't able to get those
really dark, rich blacks that I was able to get in colour footage.

Paying tribute to his colour timer, Mato Der Avanessian, and dailies
timer, Don Capoferri, who worked forcompany Fotokem, Pfister says
they did 'a wonderful job in trying to . . . bring back the rich tones'.
Brought back into the production, after his work during the actual
shoot, to colour-grade the picture, Pfister admits the time he spent in
post-production was sizeable.
'It was a lot on this picture, because of the black-and-white. It's

hard to be specific on the amount of time I put into it. We would look
at a b/w test on Tuesday, then they would re-print it and we would
examine it again on Friday that sort of thing. That took place over
. . .

a couple of months. Then we put all the black-and-white material

together, and timed it all, and then we graded the whole picture.'
The process undertaken once the picture is locked, the colour timing is
performed to 'try and match the colours up' across the picture, and iron

87
out any colour defects. Pfister calls the grading 'standard' except for the
corrections on the Polaroids. 'You couldn't colour-correct for any imper-
fections in the Polaroids themselves, because you had other elements
within the frame, such as a hand holding the photo. So if you tried to
take the magenta out of the Polaroid, the hand would turn green.'

The sound
Sound design is always one of the most fascinating, yet undervalued,
contributions to a film. An air of mystery hangs over the process. If
Martin Scorsese is to be believed, Frank Warner guarded the work he
did on Raging Bull to an obsessive degree, hiding from the director the
sources of many of the distinctive bone-crunching sounds, even burn-
ing the tapes so no one else could use them. Theresomething to be
is

said, though, for this. Ensuring the sounds remain unique to the film
goes some way One of Memento's
to ensuring the film's longevity.
supervising sound editors Gary Gerlich, a former pupil of Warner's,
is

who worked with him on Raging Bull, as well as Close Encounters of

the Third Kind. Other credits in his illustrious 2 5 -year career include Hal
Ashby's Being There, Scorsese's King of Comedy, Jan De Bont's Speed,
and, more recently, both American Pie films. Fortunately Gerlich is more
revealing than his mentor when it comes to discussing the art of sound
design. Based at the Universal lot, working alongside Memento's other
Supervising Sound Editor Richard LeGrand, Jr, he was brought onto the
project by Dody Dorn, when the Memento edit relocated itself to the lot.
Both Dorn and Gerlich had worked for Twentieth Century Fox in the
past,and - while never on the same film - Dorn was aware of his work.
Chris Nolan was happy to listen to her suggestion of Gerlich for the job.
'She has a long history in sound,' he says. 'So she knows far more about
it than I do, so I trusted her judgement.'
Gerlich was impressed on their first meeting at the clarity of Nolan's
vision. 'As far as explaining what he wants, or conveying to a sound
designer what he had in mind, Chris was very specific, but very open.
Fie would want to experience different sounds. I could show them to
him, and then talk about it. I loved to work that way. He didn't walk
me into going for one specific sound for one specific scene. He gave me
an idea of what he wanted for the scene, but then he let me go the next
step further, and bring a selection to the sound stage.'
Nolan, as he did with Wally Pfister, used the word 'tactile' to explain
to Gerlich the feeling he wanted the sounds to evoke. 'I talked about

88
wanting to feel that we know what everything is made of. You do that
both with texture, in a visual sense, but also the sound, really getting
the feel of Leonard's words - which is so important to him. It's important
in terms of putting the audience in his head, making them experience
this world in detail. Every time he would write on
almost excruciating
a Polaroid you would hear it from that perspective.'
For Nolan, the use of tactile sounds was also the chance to aurally
alert the audience to the feel of Leonard's world. As if to emphasize
this, Leonard verbalizes it to Natalie: 'I know the feel of the world . . .

I know how this wood will sound when I knock ... I know how this

glass will feel when I pick it up Certainties. You think it's knowledge,
. . .

but it's a kind of memory, the kind you take for granted. I can remember
so much. I know the feel of the world.' A celebration of sorts, this is
Leonard's demonstration to himself that his 'sense memory', as Nolan
terms it, is still working. Another mirror to confirm, in a film full of
them.
'That came in quite late to the script and it arose from my discussions
with people I was trying to interest in the film,' says Nolan:

I would sit and explain how I was going to shoot it; I would
there
say all he can remember is what a ceramic mug feels like, for example.
Those memories are very precious, and it's one of the processes of
memory that still works for him. It's so instinctive for us, but once
you become aware of it in the present, it seems to me that Leonard
clings to that as proof of the fact that an enormous amount of his
memory is still working. If you remove your short-term memory,
you live entirely in this ten-foot-square space, and you live in the
room you're in right now. You don't know how you got there, or
what's outside.

Given a on what mood was required, as well as what

distinct take
direction the sounds should head, Gary Gerlich set about devising a
series of noises that would resonate with Leonard's own experience.
'We were trying to avoid doing something that would take the audi-
ence away from the movie,' he says. 'Sometimes, you get a movie and
you might add too many things to it. We were very careful about
staying within the mood of the movie, to keep it more intimate and in
tune with what the scene was trying to say.'
It was decided that certain elements of the story - characters or

locations - would be allotted their own sound. The motel room.

89
during the black-and-white sequences, had a sound unique to that
apartment: distant traffic noise, but slowed down, suggesting, if

nothing else, the timeless nature of Leonard's existence. 'We called it

"empty apartment" - was ominous-sounding,' says Gerlich. 'We

it

tried to not make it too accurate in terms of what you might expect
from outside noise. Chris hkes to not try and do too much. The
sounds were very precise; not a lot of extra stuff was going on, so it
really centres on that character.' Likewise, the noise that surrounds
Teddy is a street sound, but more natural, and not too busy. Natalie,
at her house, has, according to Gerlich, a less ominous and more
realistic note. As for the derelict building, Chris requested a 'desolate,
in-the-middle-of-nowhere sound' that was also ominous. Gerlich
initially considered using a simple array of sounds, a light wind, the
occasional bird and a little traffic -
until, that is, he came to work on

the piece, where he favoured slowed-down winds, tones and drones.

The bathroom-rape scene, however, Chris wanted to be 'jarring, like
cutting with a knife', as Gerlich puts it. He used a roar, a train and dry
ice to achieve this very grating tone.
While much of the film's intricate sound design is almost subliminal
in its usage, it provides a worthy complement to the unsettling mood
stirred up by David Julyan's evocative score. At points, it even echoes it,

as with the scenes in the derelict building, or in the trailer park chase
between Dodd and
Leonard. There, Julyan's wailing music, which
resembles a siren, matched by Gerlich's melange of street sounds, led
is

by a car alarm, which escalates in density as the scene gets more frantic.
For the flashback in the restaurant to Leonard's wife, Gerlich
showed considerable restraint, drawing as he was from his experience
working with Warner on Raging Bull. 'We took that sequence, and my
idea was to take the sound away from that. When he starts thinking
about her, everything goes away to silence. All the background - the
cafe, the street - disappears. We had done it before, on Raging Bull, on
the fight sequences, when everything just goes away, all you hear are
the footsteps. It's a draining of sound, so when you come back to
reality it makes it so much more dramatic'
His innovations didn't stop there. Again for the derelict building, he
set out to provide Chris with some of the texture he'd requested.was 'I

very careful to look at the condition of the building. I brought it up

with Chris. I said: 'Going into a building that has been abandoned for
years. Looking at the floors, they're all broken up. I want to do some

90
interesting things.' So I took some brokentiles to the Foley stage, and

taped them to the floor, and crunched over them. Chris was very
pleased how that turned out.'
Working with a five-man crew below him (Sound Effects Editors
William Hooper and Patrick O'SuUivan; Assistant Sound Editor Samuel
Webb; Dialogue Editors Walter Spencer and Norval Crutcher III),
Gerlich was brought on to the project during the edit, spending six weeks
working on the film. Initially shown segments of the film, what is remark-
able is that Gerlich did not hear Julyan's score, though he had some idea
of the direction it would take, until the final sound mix. Armed with a
mini-server and a ProTool editing system, Gerlich was able to bring his
selection of sounds to Chris on the sound stage, present him with various
options and tweak those chosen. He also had to face the inherent sound
problems a film with Memento's repetitious structure presented.
'It was important to keep each sound intact as it replayed again,' he

says. 'To make sure that each exact background, each exact footstep,
each exact phone ring or whatever, was the way it was before. You
build each scene pretty much the same way. It doesn't sound hard, but
doing it, everything has to be really precise. Continuity was very
important, obviously.'
Gerlich was also responsible for ADR (Additional Dialogue
Replacement, where lines unclear from the initial recording are cleaned
up). This mainly involved Guy Pearce, who by this point was back in
Australia working on Michael Petroni's Til Human Voices Wake Us.
Achieved using an ISDN which delivers the sound perfectly,
line,

Pearce was able to take direction from Nolan from the other side of the
world. The bulk of the changes were new ideas Nolan wanted to try
out for the voice-over that accompanies the black-and-white scenes,
with Pearce having to improvise these riffs from Oz.
After the final sound mix, Gerlich estimates there was still one-fifth
of his task left to do. 'You always add or tune things up,' he says. 'Once
that all gets together, you can really see how things are playing. You
may say this sound is too much, so let's take it down and feature the
dialogue or the music' Let's do that then.

The music
A one-bedroom flat in London's Blackheath area is an unlikely place to
find the studio facilities where the original music to Memento was
recorded. But here, in this quiet suburb south-east of the city, is where

91
composer David Julyan set out to lay down his unsettling score. Set
back from the main road, his flat looks out onto a sun-lit grassy enclo-
sure; a poster of Following and a postcard for Memento adorn his
walls, and a copy of the script for Insomnia sits at the foot of his bed -
visual reminders that Julyan, aside from Emma Thomas, is the only
surviving link across Nolan's three films. In one corner is the studio: an
Apple Mac, two Roland keyboards, a Soundcraft Mixing Desk and a
Roland sampler. Julyan points to a third analogue keyboard, the
Ensoniq, and says with pride, 'A lot of the weird atmospheric sounds
came out of that.'
Well, that's one way of describing the soundtrack. Comprising
sixty-one different musical cues, Julyan's score is entirely synthesized.
A self-confessed Vangelis admirer, particularly of his music for Ridley
Scott's Blade Runner^ Julyan's appraisal of the man's work rings
equally true of his own. 'Often, there is a criticism that electronic
music is a bit cold. I think he [Vangelis] achieved - which a lot of peo-
ple haven't - electronic music with an emotional feel to it.' Set at the
opposite end of the musical scale, so to speak, Julyan's low-key score
has none of the near-operatic quality that Vangelis invested into the
soundtrack for Blade Runner. Yet his work, particularly on Memento,
has this emotive sound he speaks of. Music to infect you, to slip
under your skin, it mixes haunting string sequences with flashes of
distorted sound that resemble the beating of a pulse. The result is a
soundtrack that embodies Leonard's own tragedy.
'One theme I've always been into is the sense of loss,' says Julyan.
'Often directors will use words to me like "loss" and "yearning", and
I think it's a really interesting feeling and emotion; that sense of having

lost something, but not knowing what you've lost. Which, bizarrely, is,
of course, what Memento is about. There came a point after I finished
Memento that I took a step back and realized that the film was about
this theme that I'd always been interested in.'

Julyan, who met Nolan at University College, London in 1993, is

not musically trained. A student of astronomy and physics, he spent his
weekends dabbling on his parents' keyboard at home, and creating
pieces of music on friends' home-based set-ups. 'I then started to think
more seriously about it, after some encouragement from friends in
bands,' he says. 'Was it actually possible to turn this into a day-job?'
Claiming he had no master-plan, or long-held desire to be the next
Kurt Cobain, Julyan became interested in 'electronic ambient music'.

92
as he calls it. 'I was writing atmospheric stuff anyway at the time, and
with the whole chill-out club scene happening, that kind of music was
getting more we say. I was sending demo
acceptable, or sellable, shall
tracks out to record companies, which was probably not the way to get
famous. I got a lot of response of "We really like it, but where 's the hit
single?" No one was prepared to say "We'll give you a deal to make
atmospheric ambient music!'"
Looking for another route into composing for cash, Julyan stumbled
into film music. A member of the UCL film society, where Nolan
first cut his teeth directing, Julyan had joined not to become a direc-

tor or cameraman, but just to make films. 'You would get a lot of
people making bad films, including myself. Every now and again, you
would get someone who made good films. When Chris came along, he
wanted to crew his film properly; a lot of film-society projects were
just a group of people who all wanted to be a director, and no one
had written a script.'
Julyan had already worked with other society members when he
teamed up with Nolan, who was determined to fashion a structured
production method for his film-making. Collaborating on Nolan's
shorts, Larceny and Doodlebug - 'trial runs', as Julyan calls them, 'to
see if it was possible to make a finished film in that way' - the pair
would again team up for Following^ with Chris taking the unusual step
of involving his composer from the early stages. It was an approach
that they took into Memento^ though 'not in a planned way', as Julyan
notes.
An extra in Following, as well as a sound recordist on a couple of
shooting days, Julyan spent most of his weekends at home in front of
the keyboards, writing music, while the others were out filming.
'Because Following was shot every Saturday for months, we had a long
time to allow the music to evolve,' he recalls. 'The music and the film
informed each other. As Chris started getting a couple of rough-cuts of
scenes together, I would look at those. He'd be doing rough-cuts,
which I'd be doing music to, before other parts of the film had even
been shot. It's odd to think how the m.usic for Following evolved.'
It began with a piece of music taken from a collection of tracks
Julyan had composed not specifically for Following. Even while writ-
ing the script, Nolan was listening to Julyan's music for inspiration,
which, by default, became the main theme for the film. 'Chris always
seems to have a sound in his head,' says Julyan. 'There'll be a couple of

93
sounds that he'll be obsessed in getting, rather than melodies or tunes.
With Following^ there was a ticking noise that runs through the music,
which he wanted. In Memento there are a lot of ominous rumblings.'
At this time, Julyan did not even have his trusty Mac - which,
using a sequencing programme called Digital Performer, allows him
to record CD quality tracks onto the computer's hard disk, before
mixing everything digitally. Ten, or even five, years ago, I couldn't
have produced the score in this manner,' he says. 'It's a nice way of
working, because it means I can experiment with sound a lot more
without worrying about paying for studio time.' Now, the only
equipment he needed to hire, for completing the Memento score, was
a digital multi-track machine, which allowed him to give Nolan the
score in a form ready for a final polish on a professional sound stage.
Before Julyan embarked on Memento, his hardware consisted of
an old Atari computer; as he calls it, 'the classic route of everyone
starting out in music with no money'. With fewer keyboards, and no
mixing desk, he had less flexibility, having to master his music from
the computer straight to a DAT machine. It left less scope to mix the
sound so subtly, though it still holds up. 'The biggest difference is in
the way I wrote,' he says. Now able to lock his Mac in synch with the
time-code on any video footage (to a frame-accurate degree) that he
may be scoring, Julyan was once a practitioner in the fine art of
improvisation - a skill essential for the sort of no-budget film-making
that he and Nolan practised.
'On Following, partly because I didn't have the facilities, I used the
rather primitive approach of pressing "record" at the same point every
time. If we had a scene, I would always take my cue from the dialogue.
Every time one of the characters said a certain word, I would press
"record" on the Atari, and do that track. It can be done! In some ways,
it seemed a shame to go from the eccentric method to the proper way.'

Julyan only upgraded days before he began work on Memento -

though he believes his lack of experience with the equipment never
actually compromised his work. Indeed, the end result, with its edgy,
scratchy sounds jarring against deeply sad string sections, is testament
to what can be achieved with a relatively small set-up. What
most is

remarkable, however, is the fact that Julyan composed the rough

'temp' tracks for the film before he purchased his Mac.
Nolan, unlike most directors, is not keen on using temp tracks - the
dummy tunes placed on the soundtrack while the movie is being cut

94
together. films, the composer is not usually invited to view
With most
the footage until themovie has been locked, and is nearing completion.
Julyan cites his recent experience working on Michael Almereyda's
Happy Here and Now (a gig won as a result of his work on Memento),
where he arrived to find music from The Limey and American Beauty
laid down to - temporarily - fit the mood of the film. As Chris
explains, however, it's not a method he subscribes to.

'I don't Uke using temps because if it works, you get very attached to
pieces of music and the combination of the image. If I was to send that
to Dave [Julyan], I'd say, "We'll do it like this but different." To me it's
not an ideal way of working. It's much better, if you can, to get some
music that has been specifically crafted for your project, based on
your script, or conversations or early footage.'
Julyan had read an early draft of the script to Memento back in the

summer would begin shooting, when he

of 1998, a year before they
had gone to Los Angeles on holiday. By May the following year, he had
read a revised version, and he and Nolan began exchanging ideas for
the music. It was at this point that Chris asked his friend to pen some
rough tracks for the film, adding, rather off-handedly, 'and we'll take it

from there'. During the months of August and September, Julyan began
composing, starting even before the shoot itself had commenced. It was
his work here, back in London, that would form the basis for the score;
a series of temp tracks, but ones written by the film's composer, and not
merely music appropriated from another movie.
'We had discussed some ideas, like having a simple descending string
theme, and something that was oppressive and rumbly,' says Julyan. 'I
sat down and wrote six pieces of music, and sent them to Chris. From
those six, the motel music - which was initially called "Oppressive
Drone"! - is pretty much the same as the initial one I wrote. There was
another one that I wrote that pretty much made it into the film as I
wrote it, when he's in the motel room, tattooing himself. I think they
even cut a scene to it.'

It's a method that ultimately seems rather indicative of the type of

film-maker Nolan is; during early stages of the edit, or even the shoot
itself, he was able to feel the mood of the film from Julyan's initial out-

pourings. And just as the film, with its subjective inserts, keeps us
squarely inside Leonard's head, so Nolan was able to immerse himself
further into the filmic experience by using tracks that would approxi-
mately resemble the final sound.

95
 'I think I told him something along the lines of Nine Inch Nails meets
John Barry,' laughs Nolan, in trying to recollect what sound he
required Julyan to capture. Chris was also influenced, in his mind, by
Terence Malick's The Thin Red Line, as he was for the filming of the
flashback sequences. 'He really loved Hans Zimmer's score,' admits
Julyan. 'And I do think it's one of Zimmer's best. It's very simple and
very evocative. Chris had instructed me to go and see the film and buy
the CD. Though at the same time he hadn't instructed me to rip off The
Thin Red Linel If Chris had been using a temp score, he might well
have used that.' Certainly, the 'wonderfully emotional and deceptively
simple' nature, as Nolan calls it, of Zimmer's work was something he
hoped Julyan would achieve for Memento.
'I felt in terms of the colour sequences, I was looking for a very direct

emotional connection with what the character's feeling,' he says:

Those kind of emotions aren't always understood by the character;

one of the points about the character in this dilemma is he feels
things without understanding the specific reason why. He just feels
something. I wanted a type of music that didn't have to be specifi-
cally tuned necessarily to a narrative element; it could just come
and go under a particular scene, and just push the mood one way
or the other. The character can't remember why he feels a particu-
lar way, and often he misinterprets that, so I wanted the music to

be able to support that ebb and flow.

Nolan's main concern was to reinforce the difference between the

black-and-white (objective) sequences and the colour (subjective)
segments. While the presence or absence of hue was a pretty good
starting point for that, the use of music, built around these moments,
was also employed to underline the division. The tracks used for the
colour footage are composed on a grand scale, brooding and classical
in their sound and 'We needed an emotional element for the
structure.
colour sequences,' reiterates Nolan, 'and I wanted something that was

quite specific in terms of sentiment, memory and melancholy.' Julyan

cites the film's main string theme as 'the closest to a romantic theme',

used when he is burning her possessions. He, however, is reluctant to

think of it as 'Leonard's theme'. 'I don't really think of Memento having
themes for people. The whole film is about Leonard, so everything's
Leonard's theme. I think it's more themes for his moods.'
By comparison, the black-and-white sequences would layer the

96
'oppressive and rumbly' noise underneath Leonard's motel-room nar-
ration. 'Most people don't even notice it,' Julyan concedes, though it's
a noise that seems to speak of Leonard's inner turmoil, or of a fate that
avs^aits him. Says Nolan: 'For the black-and-white sequences, I wanted
something far more extreme. There were a lot of feedback noises he
used. There's basically an idea of paranoia in those sequences.'
Take the 'Oppressive Drone' track, one, as Julyan mentioned earlier,
that remained virtually the same from its rough composition to the
final score. Used, in the black-and-white sections, as Leonard is
gruesomely recording information on himself, Julyan played it for
me, recalling a Nolan obsession:

On Following Chris was into this as well. He has this thing about a
high-pitched tension sound. I need to find one for Insomnia now. In
this case, we had this feedback, which was essentially me with a
load of guitar effects pedals and levers, twisting the knobs on the
mixing desk, just so it started feeding back to each other. Enough
to make an interesting noise, but not to degenerate into uncontrol-
lable chaos.Towards the end, as he gets more and more paranoid,
wondering what's going on outside his hotel room, there's a very
close sound happening.

Understandably, Nolan saw as essential the blending of these two

distinct styles of music for the final sequence where the black-and-
white segments meet the colour. 'It brings the two strands together. If
you listen very carefully, in the last colour scenes, when Teddy is
explaining what's going on, you're hearing some of the melody that has
been used in the black-and-white scenes; it works on a subconscious

level, bringing the two time-lines together.'

To some extent, Nolan already prepares us for this with his earlier use
of the music for Sammy Jankis. Julyan calls it his own personal favourite:
'I sound and the subtlety of the atmosphere. There's lots
really loved the
ofodd synthesizer stuff going on behind it.' Used almost exclusively with
Sammy, it does leak into the colour sequence of Leonard burning his
wife's possessions, hinting not only at the forthcoming structural shift

but also Leonard's unhealthy association with Sammy's life.

Uncertain of what inspired him when writing the music - 'It's like
asking me how I write music, to which the answer is "I don't know!'"
- Julyan began his task by writing notes on the scenes from the film
that most touched him, such as Leonard's 'How can I heal?' speech.

97
'Half the key scenes don't have any music on them in the final film!'
he laughs. 'So much of Memento is about the mood. It's really a case
of immersing yourself in the film, and watching it over and over. You
have to become a bit blinkered, and a Method-
bit obsessive. It v^asn't

composing, though. There was always the joke with Following, where
I should start following people to see what comes to mind, but that was

a little bit too dubious! I have to absorb the mood of the film.'
Working on most of the tracks while still in London, Julyan would
receive Fed-Ex-ed packages containing VHS copies of various scenes;
he would, in return, send over CDs of his compositions. Prior to this,
though, he returned to Los Angeles, to sit for a week in front of the
Avid and 'spot' the film, talking through with Chris what was required
and where the cues would be. The fact that his own rough
selecting
template tracks were already there, accompanying the images, made
Julyan's task that much simpler. 'It was a better starting point than
having nothing on it, someone else's tracks,' he says. Certain scenes
or
- such as the chase with Dodd - were not, however, even touched until
Julyan had the images in front of him.
'Having worked with Chris before, it wasn't that difficult. We trust-
ed each other. To know what he wanted was the main thing. There are
situations where people can ask for things, which are not actually what
they want. I'm sure part of the job is interpretingwhat the director
really wants, rather than what he's asking for.'

That said, a number of tracks Julyan intended for one sequence

ended up being used by Nolan for another - for example, the music
used for when Sammy's wife dies. 'That was a general mood piece.
That was one of the cases where I presented Chris with a temp track,
and said, "This is a sad mood for the film." He put it on the Sammy
scene, and it could've been written for the film. It's an interesting part
of the collaboration. If I write tracks for Chris, he sometimes does
things with those tracks that were not intended.'
He had originally intended the repeated piano strain, used in the
motel, as music to accompany Sammy. 'His scenes have this dated
quality about them, where he sits there with this old TV and a big
remote control,' says Julyan. 'Sammy is particularly out of time. Some
of his stuff didn't seem to need music' He cites, as an example, the
music he penned for when Sammy is being tested with the electrified
objects - ultimately used elsewhere in the film. 'It's quite a tension-
building scene, but also a sad scene, because it's tragic as he doesn't

98
know what's happening to him. That's why you have the repetitive
piano, the weird feedback, but also the sad string bits coming in.'

As for the use of existing material, Nolan always knew he wanted to

use a song at the end of the film:

When you have such an abrupt ending, that leaves you in such a
point of tension, I think you need a very active soundtrack over the

credits, in order to release the tension for the audience. If it's too
quiet, or silent, or we just reintroduce some of the quieter score,
there's a strange feeling that you want the audience to diffuse. You
want them to be able to relax, at the end of the film. Even though
the narrative ending leaves you very tense, you want to be able to
signal to the audience that the experience is over. It frees you up
immediately to consider the film and start processing it in your mind.

Initially he thought of using Radiohead's 'Paranoid Android', which

had been buzzing round his mind for some time. The opening track
from the majestic OK Computer album, which Nolan had been listening
to a lot while he was writing the script, it was an apt choice not only to
conclude the movie, but to comment on Leonard's 'condition'. Nolan
even used it in early private screenings, though, unfortunately, it

proved too difficult to secure the rights to. The inclusion of the band's
song 'Treefingers' on the soundtrack album to Memento offered some
consolation to him.
Nolan, a huge Bowie fan, turned to his hero for help. With Bowie
sharing the same agent - Chris Andrews - as Guy Pearce at ICM, a call
was put in to try to secure 'Something In The Air', a track from Hours,
Bowie's 1999 album released while Memento was in production. 'The
song has some quite nice lyrical relevance, but more importantly than
that, it was about the sound,' says Nolan. A melancholy song about the
break-up of a relationship, Bowie's distinct vocals belt out lines like 'I

guess you know I never wanted anyone more than you'. A veritable
hymn to Leonard's loss, one verse in particular sums up the horror of
his moment-to-moment existence:

Lived all our best times

Left with the worst
I'vedanced with you too long
Say what you will
There's something in the air.

99
 Nolan first heard the track when he and Aaron Ryder were driving
up to Jennifer Todd's house for dinner one night in Ryder's car. After
making contact with Chris Andrews, who was 'instrumental in
securing the song', a copy of the script was sent to Bowie himself,
though the film was not screened to him. 'Securing songs by an artist
like David Bowie is never easy to do,' says Ryder, 'but in retrospect it
wasn't that difficult. It wasn't that exorbitant.'

I GO
 The crew of Memento.

DoP Wally Pfister, producer Emma Thomas, and Christopher Nolan.

lOI
Guy Pearce and Wally Pfistei

I02
 Above: The body as canvas: a preliminary sketch by
production designer Patti Podesta.
Overleaf: A selection of sketches for Lennys tattoos by Patti Podesta.

103
THE LEAENHYREPEI
EACTS:
PHOTOGRA
FACTl HOUSE
MALE 04277

CAR
FRIEN[
FACT 2.
I'M. NO FOE.
WHITE DIFFEMNT

FACT4. FACT 3.
FIRST NAME r I

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JOHN
NAMES
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104
Qfi MEMORY IS TREACHERY

3
finb (]im

105
 Chapter 4

'Nice shot, Leibovitz!'

The Production

The casting
Time to take another step back in Memento's production. The casting
process began in earnest from an early stage. 'It's such a fascinating
part ofmaking movies,' says Jennifer Todd. 'How you come so close to
making it in different variations with different people, and then when
you see the film you can't imagine it with anyone else. Say, The Wizard
of Oz with Shirley Temple!'
Or Memento with Brad Pitt. Early discussions for the casting of
Leonard led to the heart-throb star. Aaron Ryder had a drink with one
of Pitt's agents, John Levin, who was desperately looking for a vehicle
for his client -
'a Sean Penn type of film', as Ryder puts it. 'I, of course,

said, ''Memento - that's the one." Pitt read it, and totally agreed. Chris
met with Brad, and I thought we were going to be making a Brad Pitt
movie. That would' ve been a much bigger film, and a bigger budget.'
Pitt passed, partially due to a schedule conflict - though Ryder's

contact with the actor enabled him later to show Pitt the script for
another of his babies. The Mexican. Released in 2001, with Pitt
opposite Julia Roberts, it was a far more commercial vehicle than
Memento, and more suited to his female fan-base. Yet, as Jennifer
Todd remembers, he thought about Memento a great deal:

He called, through his [other] agent Kevin Huvane, at CA. Kevin

called me one
afternoon, at 3 o'clock, to tell me Brad is passing. At
3.02, he called back saying, 'Don't pass yet, he's still thinking about
it.' We waited a while, and then finally From what
he passed again.
I understand, he had just shot Fight Club, and come out
it hadn't
yet, and they were all worried about him doing too much dark
material back-to-back. I loved that he wanted to do the movie; I

think it was cool that hewas responding so strongly to the material.

I loved him in Twelve Monkeys. I think Chris was relieved, because

of the baggage that comes with working with any movie star. The

106
 budget would've been higher, and maybe Newmarket would've
wanted to be involved because more would've been at stake. What
kind of animal would the movie have then become? You're the
director of the next Brad Pitt movie.

With Pitt out of the frame, it was collectively decided to eschew the
pursuit of A-list stars and make the movie for less money by using an
affordable quality actor. As Joe Pantoliano says: 'It was a movie not
driven by star power. Guy Pearce is a great actor that the industry
knows; while Carrie-Anne and I were in a film that grossed over a
billion dollars worldwide - but we weren't openers, y'know what I
mean? The reason why they hired us, was that we were the guys they
could afford to hire. We all worked for way less than we normally get,
and we all have a partnership and ownership in the movie.'
While Pearce wasn't an 'opener', his credentials as an actor weren't
in dispute (coincidentally, a critic would later call him 'a Brad Pitt
who knows how to act'). Born in Ely, Cambridgeshire, in England,
Pearce, along with older sister Tracy, was relocated to Geelong in
Australia when he was just three. Prior to beginning an international
film career, Pearce was best known for playing do-gooder teacher
Mike in popular soap Neighbours, but his staggering ability to sub-
merge himself in a role soon saw him forge a name in Hollywood. 'I
wonder whether, subconsciously, the reason why I've chosen such
different roles is because I did the same thing for four years,' he says.
'That's probably ingrained. I get bored with myself, and how I look
on screen. I enjoy the extremes, but I wonder if I'm going to run out
of things to do.'
When I first interviewed Pearce, ironically it was just days before he
was due to film Memento. Speaking from his LA hotel room, principally
to discuss his role in Antonia Bird's Ravenous, the situation comically
reflected Leonard's conversation with the anonymous caller. At the time,
Pearce was without his wife, Kate, who had stayed in Australia for the
duration of the shoot. 'I needed to be by myself so I went to LA alone,' he

would say later. 'It was a short shoot and because we were so intensely
focused I didn't spend time missing my wife.'
Two had commanded critical acclaim worldwide, and they
roles
couldn't have been more different. His outrageous turn as a bitchy
drag queen in Stephan Elliott's The Adventures of Friscilla, Queen of
the Desert, followed by his slimy, toe-stepping cop Ed Exley in Curtis

107
Hanson's sublime James Ellroy adaptation, LA Confidential, indicated
just how diverse an actor he was. It was what drew Jennifer Todd to
him:

My sister Suzanne had been obsessed with him, after seeing LA

Confidential. She said, 'I can't beheve that's the guy from PriscillaV
Iremember when her husband had never seen Priscilla; they were
home, swapping the DVD's of LA Confidential and Priscilla, going
back and forth, looking at him. He's such an amazing chameleon.
His agent, Chris Andrews, was one of the first people who responded
back to the script, saying that Guy would likely be interested. As
the agents respond, you get a list in your mind. Guy was my first
choice, because he was the one I was most confident would be like-
able still. It was very important that he be reading for Leonard.

Others being considered at the time included Aaron Eckhart, who

had yet to make Erin Brockovich but had played in two Neil LaBute
movies, most memorably as misogynist Chad in office drama In the
Company of Men. 'I liked Aaron,' says Todd. 'I think he's an amazingly
talented actor, but I worried that he wouldn't be soft or likeable
enough. He has this harsh exterior. We never offered it to him, so I
don't know if he would've done it, though Chris did meet with him.'
Thomas Jane, who made his name in shark-attack movie Deep
Blue Sea, and also featured opposite Gene Hackman and Morgan
Freeman in Under Suspicion, had also read the script, but - filming
abroad - was unable to get back and meet Chris in time. 'Thomas
Jane was so funny,' laughs Todd. T saw him recently, and he said, "I
wanted that part so badly!" He really campaigned for the part, and
had read it, and had his agent call and call and call. Since we couldn't
get him in a room with Chris, we never really considered him. But he
was very sweet.'
It was Pearce, though, who impressed Nolan and Todd the most.

By their first meeting, Nolan was convinced that Pearce was not
only a nice guy, but passionate about the material. Pearce, on the
other hand, was nervous. 'I was a bit paranoid when I met with him,
because I went in there thinking, "There's so much about this that I
don't yet fully comprehend.'" His desire for winning the role even
extended to putting in a personal call to Nolan, a move that rather
touched the director. T was very struck by that. After we'd met, I
wanted Guy to do it. But then, we entered into the business of agents.

io8
which as a director - and I assume as an actor - you're totally outside.'
Nolan was particularly taken with the lack of 'celebrity' that Pearce
brought with him to the role:

When you make a film like Memento^ you want the audience to feel
that whoever you cast is not just going to perform a star persona
that they developed in other films; that they're actually going to
create something completely new and unique. Leonard is written as
an Everyman, but you're really looking to create a character that
no one has ever really quite seen on film. And that's the kind of
actor Guy is. He never really wants to repeat himself. Even in
things like changing appearance he considers it his privilege and
responsibility, as an actor, to give us something different.

For Pearce, though, who had heard many a tale of Hollywood

actors gaining parts because of the boundless enthusiasm shown, it

was a necessary action:

Part of me What do you have to do to prove that you're

thinks.
enthusiastic, and why give the role to someone who's just enthusi-
astic? I kept wondering about that, and wondered if I was a bit
lazy, and I thought I must call Chris personally and say. Honestly,

I'm really keen on this. I'm always very keen to look at interesting
scripts. Every now and again you get a script that is delightfully
different and inspirational and then you'll take a look at the films
the director's done and they're films you're not interested in, so
you're caught in this situation where you've got a great script but
you don't quite trust the hands it's to be placed in. In this case, I
was practically jumping up and down in my seat.

Understandable, given the journey Leonard takes. Pearce was initially

attracted to working on a script that dealt with notions of self-deception:

I'm fascinated with the conflict that goes on in someone's mind,

between what they know about themselves, andwhat they think
they know about themselves, and then what they present to other
people and what they present to themselves. Suddenly here was a
character where all those elements were really heightened. He's
doing this grotesque thing of telling himself things by tattooing
himself, profusely denying certain elements of his emotional state.
All these things that seem so linked are so separate, in different

109
 compartments . . . it's really difficult for me to explain. It was just a
reaction I got when I read it.

It also gave Pearce the chance to change his appearance again, this
time with dyed-blond hair. 'It's what I imagined when I read - partly
it

because I hadn't done it before. Something I picked up in the script was

heat. I imagined tan and blond and sweaty and messy and scruffy. Ironi-
cally, it and I knew it was a cream suit he
suited the palate of the film
wears.' Nolan remembers that Pearce would put calls in, suggesting he
find some way - be it dyed hair, facial hair or whatever - to distinguish
Leonard from his previous work. 'Eventually, we settled on the blond
hair. It wasn't what I had in mind, originally. I hadn't thought about it

that much. I was initially worried that if he dyed his hair it would look
dyed, but then I realized it would probably look pretty good. Obviously,
you can always tell that it has been dyed, but it fits in very nicely with
Leonard. It's a visual detail, as with the tattoos, as with the scratches,
that implies a history or a back-story to the character.'
Turning in a performance full of guile, it's to Pearce's credit that
we're fully sympathetic with Leonard's plight, despite his deadly
actions. Desperate, lonely, vengeful, angry, sardonic, sly, confused, dis-
orientated, it's a comprehensive array of emotions for an actor to go
through. Praise for his performance, as you might expect, is universal
from his colleagues, as demonstrated by Mark Boone, Jr. 'I felt that
Guy Pearce was the best thing about the movie. He is phenomenal in
the movie. The creation of this character, there's a lot there for him. But
he is the deal in the movie, the money shot!'
Nolan points out commitment was 'total' during the
that Pearce's
shoot, though he wasn't surprised. 'When you meet him it's very clear
how seriously he takes what he does, without taking himself seriously,
which is a huge point in his favour. But that's the way I am as a direc-
tor. I don't see any point doing anything halfway; you just have to dive
in and commit yourself totally.'
It was also Jennifer Todd that suggested Carrie-Anne Moss for the

part of Natalie, having been obsessed by her since seeing her as the
PVC-clad Trinity in The Matrix. 'I always thought she was cool. When
I read the part of Natalie, I thought she'd be great for it. When we were

discussing different actresses, she was definitely my favourite.' While

actress Mary McCormack, last seen opposite Minnie Driver in Mel
Smith's High Heels and Lowlifes, would campaign for the role, having

no
read the script, Moss was always the favourite. The actress immediately
responded to reading the script. 'The script was so fantastic.
It was one

of those scripts that you read, and as was unfolding, it was like
it

watching the movie. I kept wishing I was reading it with someone else
at the same time. So I could go, "Oh my God, can you believe this?'"
For Moss, Memento was the second of three films made back-to-
back, following mob comedy The Crew and preceding patchy sci-fi
thriller Red Planet. 'I was working - in terms of hours - incredibly

hard. And all the travelling, and I was like "Oh my God, how am I
going to do this?" - doing three in a row,' she says. It also showed
Moss's strong work ethic engendered by her mother, Barbara, who had
encouraged her since her childhood to head for the stage. Named after
the Hollies' 1967 hit Carrie Anne^ the girl from Vancouver needed little

persuasion. 'I've wanted to act since I was little. I did all the school

plays, and I sang in the choir. I was that kind of kid.' She even toured
Europe with her choir from the exclusive Magee Secondary School,
before she headed to Toronto in 1985 to begin a lucrative modelling
career that took her from Japan to Spain. There she won a role on CBS
series Dark Justice^ which eventually switched from Barcelona to Los
Angeles, where she, ironically, starred in a short-lived show called
Matrix.
But it was the role of Trinity that propelled her to worldwide stardom.
Infinitely cooler than Lara Croft and sexier than all three of the
revamped Charlie's Angels crew. Moss's Trinity kickstarted a rash of
female action heroines. But it was Moss's vulnerable moments that per-
suaded Nolan she would be right for the devious, two-faced Natalie.
'I loved her in The Matrix,' he says:

This would be the first time we'd seen her since that film. In The
Matrix, she has these two sides: a very guarded side, but also at
specific points, there aremoments when she was allowed to open
up and be a bit softer, visually and vocally. To me, those were the
two sides we needed for Natalie. As it is, she added an enormous
amount to the role that wasn't on the page. She read the script and
really seemed to get the character and what she could do with it.
She related the film quite well to The Matrix, which was a
conversation we had the first time I met her. The films, to me, are
very different, but at this base level they both deal with this idea of
'Is it real? Can we trust the reality around us?'

Ill
 As for the role of Teddy, it was Carrie-Anne Moss who had recom-
mended Joe Pantohano, her co-star from The Matrix. Both at the same
agency at the time, the pair had become friends during the making of
the Wachowski brothers' film, even subsequently appearing together in
Michael Hurst's 1999 little-seen thriller New Blood - 'a very bad film',
as Pantoliano puts it.

'Joey's in so many movies that make money, so he's this lucky

charm,' says Jennifer Todd. Films like The Fugitive, The Matrix and
even Warner Brothers' surprise recent hit Cats and Dogs all benefited
from the Pantoliano touch. 'It was important to Chris, and to all of us,
that Teddy had a sense of humour,' continues Todd. 'We knew we had
to have an actor who could be funny, otherwise he'd be so menacing. I
was so glad it was him.'
While Pantoliano was not the first actor considered (comedian Denis
Leary was mentioned, though proved unavailable), he met with Nolan
for coffee at the King's Road Coffee House. 'We had a really pleasant
conversation,' recalls the actor. 'I called my agent Gleb Kliner, who's no
longer an agent but has a dot.com company called Coffee Clubhouse -
which I think is funny, because this is the kind of movie where'd you go
to a coffee house to talk about it. I said I thought Chris was a nice guy,
but that he wasn't gonna hire me.' Chris, sensed Pantoliano, was
unsure whether to hire him because of the baggage the actor carried,
citing Paul Brickman's Risky Business, which saw him play an aptly
named scumbag Guido the Killer Pimp. 'Chris was concerned the
audience would think that I was the bad guy from the minute I came
through the door,' says Pantoliano. 'Gleb convinced him that that was
exactly the reason that he needed to hire me.'
Certainly, the New Jersey-born veteran character actor was best
known for playing the turn coat. Think of over-his-head gangster
Ceasar in the Wachowski brothers' debut Bound, or the traitor Cypher
from The Matrix. Yet he brings a wealth of depth to the role of Teddy,
a man who alternates between 'love and pity', as Pantoliano puts it.
Nolan soon realized that Joey Pants was a more subtle actor than his
type-casting would necessarily reveal:

I watched The Matrix again after the film and I suddenly noticed
that what he does in that film is entirely different in small ways.
He's not obviously an actor who transforms himself across each
role. He has that character-actor face, and people have associations

112
 with him, which I thought worked in our favour. The way he
speaks, it was significantly different to what he was doing on the
film. I think I underestimated the extent to which he was creating a
persona; he's quite like that, in terms of his liveliness, but he's much
more eloquent in a slower way in The Matrix. He has a deeper
voice.

As Suzanne and Jennifer Todd were

for the second tier of actors,
present at every casting session. 'It was great when we were casting,
because we found people really got the movie,' says Jennifer Todd.
'Some people came in and just auditioned, while others came in and
said, "Wow, this is such a cool movie!" Stephen ITobolowsky] was one
of those people. He really got it. That was fun, because you're never
sure if people are going to think you're crazy or not!'
Cast in the crucial role of Sammy Jankis, Tobolowsky offers a per-
formance of distinct pathos and poignancy. 'Stephen Tobolowsky is so
great,' agrees Todd. 'We were really happy that he wanted to do this

film. He's such a strong character actor.' Dallas-born, Tobolowsky has

been acting for the past two decades, with appearances over the last ten

years in such diverse films as Thelma and Louise^ Basic

The Grifters,
Instinct and The Insider. Typical of his work would be the bothersome
insurance salesman Ned Ryerson in Harold Ramis's Groundhog Day,
a film, like Memento, that fantasizes about the cyclical nature of time
and one Nolan could not help but think on during casting:

I did, though not in terms of 'That would be a good thing to do.' I

have seen him in so When he came to talk to us, he -

many movies.
more than any of the other people who came in to talk about that
role - understood that Sammy is the backbone of the entire story.
He explained exactly why, and explained the inherent metaphorical
whole story. He'd really thought about the script,
quality of the
and connected with it. Sammy, basically, in the script has one line.
So we were always looking for an actor with familiarity to the
audience, who was prepared to take on this role with just one line.
And he was happy to do that because he'd figured out that character
was the backbone of the story.

For the role of motel clerk Burt, the artful Mark Boone, Jr was chosen.
Born in Cincinnati, Ohio, the hefty-figured Boone, Jr began his career
in theatre with fellow hopeful Steve Buscemi. The pair would later

113
appear in Martin Scorsese's contribution to portmanteau movie New
York Stories, before working together on both of Buscemi's directorial
efforts, Trees Lounge and Animal Factory. Previously having v^orked
with Memento DP Wally Pfister on TV film The Sketch Artist, Boone,

Jr has also worked with likes the of Sam Raimi (The Quick and the
Dead), David Fincher (The Game and Seyen) and on Nolan favourite
The Thin Red Line. Aptly cast as the laconic Burt, Boone, Jr's air of
bemusement and dry sense of humour work well for the film.
T really liked Mark Boone, Jr's look and his attitude,' remembers
Jennifer Todd, which is more than Boone, Jr himself can recall - not
even sure, when I enquire, how he got the role. Shooting two other
movies at the time, his look was a happy accident. 'I was making this
movie called The Beat Nicks. That's why I had those tusks!' He does,
however, recall just what he felt when he had read the script:

I picked up the script and from the very first page, when I read it, I

was like Tuck you! C'mon, really!' Then I read the second page,
and I was like 'You gotta be kidding!' By page ten, I was literally

going like Tuck You!' at the end of every page, because there was
no way to figure this out. It was justmore and more infuriating at
every new page. I refused to flip backwards! I was so infuriated
with the script, and myself, for continuing to read. Normally, I

would've gone 'This and not wasted my time. But I

is baloney!',
found myself pushing through this script, and I'd never experienced
something like that before.

Larry Holden was cast as Natalie's boyfriend, Jimmy. Irish-born but

American-based, Holden's task of shaping the character across one
scene was tricky, and yet - with a pitch-perfect Stateside accent - he
conveys what he has to: a cocksure swagger soon lost, colour draining

from cheeks as he realizes the full extent of Leonard's intent. Holden,

though, is tough on himself:

I feel like I let Chris down in Memento. I went for some easy choices.
At least in the beginning of that scene. And I told him and Emma
that right after I saw it for the very first time. I'm extremely honest
with myself, and I know I could've brought more to the table, and I

didn't. I just said, 'Okay. Let's see ... a drug dealer who gets killed
and stripped down to his boxers well, I better go to the gym . . .

and lose some fucking weight.' I talked to Guy about it not long

114
 ago, and told him how I felt and that I was sorry, but he just gave
me that sly, little smile of his and said, 'Aw . . . Larry, Larry, Larry.'

A writer-director himself, his own production ethic could easily be

borrowed from Nolan. After shooting his Maryland-set debut My
Father's House for $75,000, his second effort, the Cassavetes-inspired
A Foreign Window was shot on digital video with, as he says, 'minimal
crew, no make-up or wardrobe department, no fucking trailers, no
whining, little actors'. A kindred spirit aside, he remains unsure as to
why Nolan hired him:

I think he liked the shape of my

moustache that day Seriously, . . .

though, I don't know what He and Emma were there

he saw in me.
- which I thought was cool, ya know, that they weren't just gonna
have a tape of my audition sent to them somewhere; that they
wanted to see it with their own fucking eyes - and they were
friendly and all, but pretty much cool, calm, and collected. As
usual. I finished, and looked straight at the casting director, John
Papsidera, a prince in this town full of Palookas, who was also
running the camera, and he snuck me a little thumbs-up sign
on the sly.

Interestingly, Nolan specified the actor playing Jimmy must have

facial hair, just as he did for Teddy and his 'sinister moustache'. Nolan
explains the obsession: 'To me facial hair always comes across in these
film characters as implying a certain amount of disguise. Watching the
film again, and what Joey did with this character, it really is all about
the spiky hair, the moustache and the glasses in front of this person. It's

only really in the last scene that you start to see his eyes behind it. It's

almost cartoonish, a distraction the character has. It definitely made

him harder to read.'
As for Jimmy, the 'tache was there more as a memory trigger for the
audience to relate back to the photograph we have briefly glimpsed of
him and Natalie together. 'Actually, we tried a few different looks,'
recalls Holden. 'Goatee, I think, a soul patch. Then we settled on
Chris's original choice: the infamous "'tache a la Holden"! It drives
Scandinavian women wild, ya know?' Given that Holden makes an
appearance in Nolan's third film, the remake of Norwegian film
Insomnia, it's just as well.
To play Dodd, Canadian-raised actor Galium Keith Rennie was cast.

115
Recently featuring in a number of key films from Canada (David Cro-
nenberg's eXistenZ, Don McKellar's Last Night, Lynne Stopkewich's
Suspicious Rover), Rennie had once before played a drug dealer, in
John Dahl's Unforgettable. 'Galium just gave a great audition,' says
Nolan. 'He really made something of the little scene we had him do,
being found in the closet. He had the right look, as well. We didn't
want to go with anybody who looked too obviously hke a heavy. We
shot him, though, to look more imposing.'
Rounding out the cast were The West Wing's Jorja Fox, as Leonard's
wife; Broadway star and Frasier actress, Harriet Sansom Harris, as Mrs
Jankis - 'this little gem in the movie', as costume designer Cindy Evans
notes; ^rd Rock From The Sun's Marianne Muellerleile as the tattooist;
newcomer Kimberley Campbell as the blonde escort; Thomas Lennon
as the doctor and even location manager Russ Fega, making a turn as
the waiter.

The photography
January 1999. Chris Nolan's Following wa.s at the Slamdance festival, the
younger, more spirited brother of Robert Redford's Sundance jamboree.
While there, he saw Ron Judkins' The Hi-Line, an adoption drama which
starred Rachael Leigh Cook as a naive youngster who discovers her real
mother is a Blackfoot Indian, living in the 'Hi-Line', a desolate area of
Montana. Nolan was impressed by the film's naturalistic style, replete
with stark, carefully composed shots, filmed in the dead of winter in
Montana by one Wally Pfister, who would later win the Santa Monica
film festival's award for Best Cinematography for the film.
'I knew it had been shot very efficiently and cheaply, but Wally had
still managed to pull off some really beautiful imagery,' says Nolan:

Iwas always of a mind to try and find a DP who could work very
same way I liked to work, because I knew we had to
efficiently, the

shoot fast but I still wanted to have a stylish look to the piece.
Obviously, the fact that he shot a low-budget film that looked as
good asit did was in his favour. What was really impressive was

that he had tremendous restraint, which most photographers don't.

There's an important scene in the film where a young girl meets her
mother for the first time, and he does a slow dolly in on the
protagonist, and he does it so slowly you wouldn't know it was
there. I had to watch the shot on fast-forward on video to make
 sure it was and not a zoom. It's so slow, you feel
a dolly, it rather
than see it. That kind of restraint and subtlety is rare.

Sold at the festival by Next Wave films, who had provided finishing
funds for Nolan's Following, The Hi-Line offered Chris an easy
introduction to Pfister; advised by Next Wave chief Peter Broderick
to hook up, the pair in fact missed each other in Park City, but it was

clear that they shared certain sensibilities. T found later on that we

had very similar tastes in photography,' says Pfister, 'and so I think he
just responded to that.'
Pfister did not in fact see Following until after he was hired on
Memento. Working on a low-budget feature called Rustin in Alabama,
he was sent the script by his agent. Working a six-day week, Wednesday
to Monday, Pfister read it on his day off, and was blown away. 'Of
course, I had to read it again,' he says:

I immediately responded to my agent, saying I was dying to do the

movie. My agent said the only way that it would happen was if I
was able to meet with Chris. And there I was, on the other side of
the country, working six days a week. We finished shooting, at
night, Monday. We wrapped at 4 a.m. I stayed up, and took a
on a
7.30 a.m. flight, having worked the entire night before, flew into
LA, met with Chris at noon that day for about an hour, went back
to the airport - without even going to my home - and had to wait
for about three hours, before catching a late-afternoon flight back
to Alabama. I then went to the set and shot an entire day's worth, I

was up for a solid three days. I credit my agent for really pushing
me to do it. But it was that important to me. I knew it was a gem
of a script - a once-in-a-lifetime opportunity.'

During that first meeting, Pfister admits that he wasn't sure if he had
formulated a full understanding of the material. Subsequently reading
the script five times, Pfisterwas initially impressed by the screenplay's
intricate structure, but it was a connection to the material on a more
personal level that struck him like a freight train:

My father had a bit of a short-term memory problem. To this day,

it's still difficult for me to see some of the scenes with Sammy
Jankis. Although those situations are somewhat extreme exaggera-
tions of what my father's condition is - he's 72 years old and it's
more common at that age - at that time, when the script came to

117
 me, my whole family was beginning to struggle with that. So it had
an incredible personal connection. I mentioned that in my first
meeting with Chris. I told him that it had an emotional grip over
me. Fm never able to look at those scenes objectively, in terms of
how that manipulates an audience because I always have a personal
response. I've always wondered everybody has the same sort of
if

feelings, or whether its motivated by my own life situation.'

Once on board, Pfister and Nolan began discussions about capturing

the look for Memento. Strangely, the one film-maker that didn't come
up in discussions was Nicolas Roeg, a natural father-figure for Nolan
in terms of both form and content, and a big influence on Pfister. 'I've

always been an enormous fan of Nic Roeg,' he says:

Even some of his more obscure Track 29; but Don't

films, like
Look Now is just an incredible, haunting film. We never talked
about that but it really came up later on in discussion. The
film,

way that film photographed - it's shot in that Seventies style -

is

very naturalistic, no bullshit. Before this whole hyper-stylized pho-

tography. It's right in line with some of my favourite cinematogra-
phy from that era; people like Gordon Willis, Nestor Almendros,
Vittorio Storaro. If you revisit Apocalypse Now, that's the work I
really love. It was a wonderful source of inspiration for me.

New York-born, Pfister began his career in Washington, DC, as a

member of the press corps covering the White House, State Department
and Capitol Hill. Later, his focus on documentary work earned him
two Emmy awards for the acclaimed PBS series Frontline. Moving to
Los Angeles in 1988, he attended a cinematography program at the
AFI, where he photographed the Academy Award-nominated short
film Sen-Zeni-na and met Steven Spielberg's now-regular DP Janusz
Kaminski. Employed at Roger Corman's legendary Concorde production
company in 1991, where Kaminski also worked, Pfister worked as a
second-unit DP for a year, including on the horror film The Unborn.
Not surprisingly, it was here he learnt to set up and shoot quickly, a
skill Nolan would welcome for the Memento production. There he met

cinematographer Phedon Papamichael, and would subsequently serve

as his camera operator for nine years.
Working with him on a number of high-profile projects, be they
Hollywood (Mouse Hunt, Stuart Little, Phenomenon, While You

118
^ere Sleeping) or art-house (Million Dollar Hotel, Unstrung Heroes,
Tanner '88), Pfister went on to lens a series of best-forgotten low-
budget sequels, such as Animal Instincts II and Amityville: A New
Generation.
As it happened, this experience was something else that attracted
Nolan to employing Pfister:

I was looking for a DP who could operate the camera himself, so

that I could remove a layer of communication that I was having to
take on. In Following, I shot the film myself, so I was very worried
about inserting an extra two people in the process; if you could
make it one, that would be better. And it was. We had a directness
of communication that was very valuable. It simplified the process
a lot. I'm a good operator, myself. I enjoy it a lot. I was very worried
about not being able to do that on a bigger film, because I didn't
have the experience.

The chance to shoot Memento, however, offered Pfister the oppor-

tunity to work on a serious-minded project, and stamp his style -
'clarity and realism' - across it. 'Realism is what I'd have to say is
my style, as a cinematographer,' he says. 'It's the only photography I

can understand. I can't do a stylized music-video look. I have to base

my work in reality, and that's the kind of storytelling I like to do. I

think that really is the essence of it.'

Nolan had already come into the film with the notion that he wanted
to shoot in anamorphic, a format Pfister himself preferred to Super 35,
and one traditionally used for capturing vast vistas and landscapes, as
seen in the works of, say, John Ford or David Lean. 'I was very excited
[that] he had made the decision to shoot in anamorphic before I came

on board,' says Pfister:

He mentioned it to me in the initial meeting. I love that aspect

ratio. It mocks human eyesight better. You get the peripheral
vision in there. It's a great way to get inside a character. Here it

works by opening up the sides, you can put

really well, because
the character in frame, and have some of the elements of what
you see in the frame as well. It worked well from that perspective.
What Chris liked about it was that with anamorphic, you have
less depth of field. It means that less is in focus. So if you're
focused clearly on Guy's face, for example, the background would

119
 be less in focus than if you were shooting the other way - and
Chris loved that notion. You could really focus on the character.
Whereas widescreen's aspect ratio is 1.85:1 - meaning a smaller area
of the negative is used, ultimately offering a grainier picture quality -
anamorphic (aspect ratio: 2.35:1) provides a crisper image. 'It's not
usually applied to interior, claustrophobic stories,' says Nolan. 'But I

felt that, in taking on Leonard's world, that is this immediate space

around him, and treating that with a format usually used for land-
scapes, we would actually exaggerate the feeling of claustrophobia.'
Nolan, in fact, wanted Pfister to look at two films by Adrian Lyne, a
surprising choice given the gross excess of some of his better-known
works, such as Flash dance and 9^2 Weeks. Two of Lyne's better films,
his 1998 nostalgia-tinged remake of Lolita and his nightmarish 1990
Vietnam-conspiracy film Jacob's Ladder^ were screened, for their - as
Pfister puts it - 'fairly natural, non-pretentious lighting'. Both were
scrutinized for the way Lyne uses inserts (close-up shots indicating a
direct point of view), something Nolan was very keen to get right, as
part of his means of keeping the audience within Leonard's world:

Chris showed me the film [Lolita]^ and how they used them in a
fashion that was the natural part of the story-telling, rather than
what had done for many years as a cinematographer and as an
I

operator, which was to shoot inserts to drive home a point. I think

they have been mis-used so often in film. Chris's point was really to
integrate them in a natural way. And what happens that way, once
you're used to it, is that they become little snippets of Leonard's
memory. It was the most effective use of inserts I have ever seen.
[With Jacob's Ladder] I was able to dial into the way the inserts
were shot. I don't know if you remember the trolley going down
the hallway, but there's an insert of the wheel going back and forth
over this piece of flesh. It's in a very natural light. Jeff Kimball shot
that movie, and I think he's a very talented, and somewhat under-
rated, cinematographer, and I thought he did a spectacular job.

During the shoot, the were shot by the first-unit camera crew,
inserts
a task Chris was insistent was
to them, and not the second or clean-
left

up unit. 'Quite often, the second-unit insert shots need to be re-shot, or

there are continuity problems. It does make sense to have the first unit
do them wherever possible,' says Pfister. 'Chris was adamant, and it

120
took a bit of pushing against the first AD [Assistant Director] and the
production manager. He constantly had to repeat to the first AD, "If
we don't get it now, they'll never get shot." That was really the driving
fear; that somebody might say him "We can't afford a second unit,"
to
or "We was to get them while he could.'
don't have time." His thinking
It meant shooting the inserts from any particular scene immediately
after the main action was captured, before the next set-up was
approached. 'I would start lighting with that in mind. I would keep the
area where we did the inserts lit at the same time as lighting the entire
scene, so we could jump right into it.' Pfister would often simply grab
his camera, hand-held, and get the inserts in the can. Rather than using
a double, Guy Pearce insisted on doing all of the insert work himself.
'Chris was thrilled about that,' confirms Pfister. 'It's a little unusual
for the actor to do that much. Guy definitely went above and beyond
what would be expected of an actor. He did stuff only he could do, in
order to match properly. In addition, he did stuff that anyone could've
we completed with Al Pacino [Insomnia],
done. In contrast, in the film
work was done with Al's double.'
quite a bit of the insert
Another, more recent film, Terence Malick's The Thin Red Line, was
also - as it would be on David Julyan's score - very influential on
Memento's cinematography. 'Malick's movie had a pacing and a feel to
it that was very real, a combination of all the elements - performance,

sound design, music, cinematography - coming together to create a

mood,' says Pfister. Shot by John Toll, Malick's 1999 adaptation of
James Jones's novel, a mournful hymn to the World War II Battle of
Guadalcanal and a meditation upon nature, beauty, love and death,
indeed harks back to the work of the esteemed cinematographers from
the Seventies that so impressed Pfister.
Pfister and Nolan specifically looked at Malick's use of flashbacks in
the film, in connection to the scenes where Ben Chaplin's Private Bell
thinks about his fickle wife. Filmed almost like a home movie, in a haze
of summer colours, the clips were highly distinct from the rest of the
movie. 'What Chris really liked about the way the flashbacks worked
in that picture was that there was no fan fare,' says Pfister. 'They
weren't slow-motion, or done in sepia tones. They weren't in your face;
also there wasn't any grand sound design change. They just popped up
very naturally, like little snippets of someone's memory. That was the

template, the starting point, for those sequences.'

Nolan had already decided, before seeing Malick's film, that he

121
wanted his flashbacks to cut in with 'no trickery'. He was also taken
with Malick's use of 'very tactile images of memory', evocative and
personal triggers. 'I felt that when you try to remember somebody from
the past, all you are left with is these small things. When I saw that
film, I was very stuck by it. Then I had to decide whether to do it that
way, or try and come up with something different. In the end, I felt the
only honest way to cut those images in was the way Terence Malick
had done it: to just cut it in. If you cut it in in the right place, you don't
need any dissolves.'
For the black-and-white sequences, Nolan was looking for a distinct
separation between the scenes of Leonard in the motel room and the
Sammy Jankis story. Chris initially proposed using a hand-held cinema
verite style, with the camera's frequent movement differentiating the
scenes from the more static colour segments. Although, ultimately, the
camera is less volatile than was first suggested, the sequences manage to
convey a pseudo-documentary feel, undoubtedly testament to Pfister's
own work for PBS.
'In the black-and-white sequences, we wanted to have more of this

style,' confirms Nolan. 'We felt able to then move the camera off his

eye-line, higher or lower. So when he goes to the sink, we're beneath his
waist looking up at him. When
on the bed at the end, when he
he sits

sees the "Never Answer The Phone" tattoo, you really get that sense of
a rat-in-a-box, by pulling wide and showing him in that way.' After the
tightly held close-ups of Leonard, these disconcerting wide-angled
shots Nolan refers to visually trigger the idea that we should be looking
at the protagonist in a more objective way. Along with the black-and-
white footage implicitly suggesting this objective, artificial view-
point, the camera's blocking (or placement), in fact, was planned to
emphasize the same point, partly by Chris's refusal to pull so-called
'wild-walls'. The fourth wall of a set, it can normally be removed to
permit access for the camera equipment and crew: Chris kept things
cramped, deliberately.
'That's pretty unusual if you're on a set, because on set you generally
pull a wall just to get access to a camera, and have some breathing
room, or to move the camera back,' says Pfister. 'Chris had a great
philosophy, which was a new approach to me, and I have taken it with
me since. This was, that the camera should never be someplace where
it can't be. If you built a set, and you establish the set - the walls are,

say, 12 X 15. Anytime you pull that camera back beyond 15 feet, which
you can do by pulling the so-called wild-wall on the set, then you are
going outside of where that camera belongs in the room.'
While Chris would pull walls to allow the crew to get some air,

they generally remained faithful to this dictate, one that Nolan him-
self had found others roundly rejected:

I feel very strongly, and a lot of DPs I've talked to disagree, that the

audience is always aware of where the camera

aware of the per- is,

spective and camera blocking.

point-of-view they're seeing, in terms of
So this blocking is very important to me. Therefore, I am not happy
to choose a frame that needs a zoom lens. If you want the camera
closer to the action, you need to move the camera closer. The frame
size to me is a different thing. A lot of cinematographers and direc-

tors view the frame size as the thing; I don't. I view the camera as
the thing. If you pull a wall, and you take the camera back 30 feet,
and use a zoom lens, to put a tight shot on the actors, I believe the
audience is aware on some level that it isn't the same and that they
feel you're outside that space. That can have an interesting effect,

but I didn't want to make the sets feel artificial.

As far as the lighting was concerned, Chris felt it was important to

keep a single, strong light source in the back of viewers' minds. It came

from the window, which was covered by both a shield and a pair of
curtains:

I felt if we could create a strong, directional light, which would give

these great shadows, it would give it a very noir-ish feeling. And
also create that kind of directional lighting [you get] when you
move around the subject and you shoot the subject from different
sides for different scenes. You actually achieve a completely different
effect then, using, realistically, the same lighting, so that when you
shoot from the window side, it's relatively flat. When you shoot
towards the window, it's almost completely a silhouette. Broadly
speaking, we started shooting towards the window, and then
moved around half-way, and then at the end, there are some shots
looking back into the room. It's all in that noir-ish shadowy style,
and there's something about the way we shot those scenes that
makes them distinct from the other ones.

By contrast, the lighting for the Sammy Jankis segments was

designed with a different aim in mind. Says Pfister: 'The Sammy Jankis

123
stuff has a different texture to the black-and-white; it's a brighter, flat-

ter light. The stuff within the hotel room is definitely a darker, more
contrasting Meanwhile, the camera's blocking - for a story, of
light.'

course, being retold by Shelby - was more traditional, using a dolly

and tripod to increase the stability. Curiously, Pfister - who operated
the camera himself throughout the entire shooting of the colour
sequences and the black-and-white motel scenes - asked his assistant
Bob Hall - 'for my money, the best focus puller in Hollywood' - to
operate here. 'It was so I could look at the take in black-and-white on
the monitor. We don't often use the monitor, but that was an area
where I didn't want to look through the camera. I had Bob do a lot of
the black-and-white work; not the hand-held stuff, I did that.'
Nolan himself would use the monitor as a 'tool', as Pfister puts it.
During the production, mounted on the camera was an on-board mon-
itor, usually used to see if the picture is in focus. 'Chris would glance

back and forth between the small monitor and the actors. He spent a
lot of time right next to camera. Often, I would float with the camera,

and I would do a documentary style, going off on my own to get the

pieces I knew Chris wanted. But for performance, he would sit next to
the camera and watch the actors.'
Working with a Panavision Gold II camera, for the colour work,
Pfister used a slower speed film to keep the grain structure strong.
The interior colour sequences, of course, were to be expressing
Leonard's point of view subjectively, the camera forever in his face.
But, knowing and black-and-white will intertwine in the
that colour
film's last act, Nolan prepares us for this twist, with the camera's
blocking. Just as he would with the score (mingling cues from both
the colour and black-and-white segments towards the close of the
film), so he uses the camera to suggest this structural union. As an
example, Nolan cites the scene when Leonard is sitting on Natalie's
couch, with her asking him why the police have yet to catch the
intruder. 'During that sequence, the camera leaves Leonard's point of
view and moves up to hers. To me that was very important in terms
of bringing the colour and the black-and-white together. That really
suggested for the first time that the audience should look at Leonard
more objectively. I think it instantly changes your perspective on him,
and what you've accepted.'
While most of the colour sequences were filmed inside, a certain
amount was shot out-of-doors. Chris specified to Pfister that, in an

124
ideal world, the day shots would be overcast, to help the 'grim por-
trayal of the environment', as the DP terms it. 'I'd originally envisaged
shooting further north, and getting gloomier weather,' says Nolan.
'The advantage of California is that the weather is always great, so you
always shoot. But this makes it difficult in terms of the fact that the sky
has a very harsh light, a deserty sun.' A technical nightmare at the back
end of a long, hot summer, Pfister set about devising a shooting schedule
with first AD Christopher Pappas where, whenever possible, the scenes
were not shot in direct sunlight so a softer light could be found. Or, if

they were, it would be used as a back-light, in a way that didn't stand

out.
'We were able to do that quite a bit of the time; for instance, finding
the best time of day, say, at the motel,' says Pfister. 'Basically, Chris was
very supportive of the schedule I proposed, in terms of shooting the
motel after 2 p.m. because the sun goes the other side, and this side is
in shade after 4 p.m. - and vice versa. It's very difficult to do on a 25
day shooting schedule, but sometimes we were able to do it, and other
times we weren't.'

The shoot
Shot on a remarkably tight schedule - officially from Tuesday, 7
September to Friday, 8 October 1999 - Nolan needed to be on full alert
to get Memento in the can. What follows is a day-by-day breakdown of
what was shot, with - where appropriate - cast and crew recollections of
that day. But first, Wally Pfister, on how Nolan managed to command
the respect of his production crew:

Chris has an incredible political sense of dealing with the powers

that be, the production managers or the producers. He is able to
really communicate to them and make it clear to them what he
absolutely needs. Where they tell him it can't be afforded, he'll
work with them. He really is a master at working the system too. He
really is a producer himself. He has those negotiating skills, and has
control of the set in that respect. He kind of ADs his own set. He's
number of things at once. The crew loved him, in
really capable of a
both cases on both films [Memento and Insomnia]. Often you'll see
a crew turn on the director if he's not showing them respect; you'll
get directors who won't even say "Hi" to them. But pretty much
everyone on the crew liked and respected Chris. At a certain point.

1^5
 a VHS copy of Following was passed around among the crew, and
they were very impressed.

Only Jonah, younger brother, got snubbed: 'I exchanged

as the
about words with him, while we were working on the
five or six
film. I think at one point he got on the radio, and told me to clean
up some shit that was on the steps of his trailer. But we had the usual
antagonistic older-younger brother situation, which was entirely
comfortable because it was his film and I was just along for the ride.
When he's making a film, he's particularly single-minded.'

Day i: The only day all three principal cast members were on set, the
scenes shot were exterior sequences outside of Natalie's house. The
first scene was Teddy warning Leonard about Natalie; the second saw
a freshly bruised Natalie sit in her car and then get out; the third was
Leonard and Natalie pulling up to the house.

Day The interior bedroom scenes at Natalie's house, calling for

2:

Pearce and Moss to be on set. Scenes shot were Leonard waking up

beside Natalie at daybreak, and then three night scenes - Leonard
delivering his 'How can I heal?' speech; Natalie waking to find
Leonard's side of the bed empty; and Leonard returning to bed.
Moss came well prepared, having taken her script apart and put it in
sequence. She also removed her scenes and re-ordered them chrono-
logically, an idea that partly came from her and partly from her acting
teacher. 'She [the teacher] was very confused by it and she re-arranged
it, and I wanted to do it. Christopher had said 'Don't do it' because I

think he was afraid that if somebody got their hands on what was a
more conventional story, they might turn it around, or might not think
that it worked, whatever. But I did take it apart, and I worked on that
sequence to find my character.'
Pearce, of course, had the same dilemma:

It was definitely a situation for me where I really had to try and

understand what Chris's intention was, which was not necessarily
about finding the answers to the questions - it was about the ques-
tion had to go through a number of stages of rationally and
itself. I

logically working out what I needed to work out, and then get rid
of that. Pulling the script apart, for example, and looking at the
script in a linear sense just so that I could understand the continuity

126
 of emotions. But then putting it away because of the condition that

Leonard is suffering from. It was much more unusual than most

films I've worked on.

Day 3: Again calling for Pearce and Moss, two scenes inside Natalie's
apartment - this time in the living room - were shot. Natalie setting
Leonard onto Dodd was followed by the scene where Leonard tells her
about his wife's murder.

Day Remaining with the same two cast members, and in the same
4:
location, the moment Leonard hits Natalie was shot, as well as his
dusk-set approach to her door, where he quizzes her about Dodd.
Referring to the expletive-ridden rant she delivers to Leonard, Moss
glows with pride: 'That was a real fun scene to shoot, and indicative of
how very liberating the movie was to make. There was a lot of creative
freedom within it, because of the way the story was told.'

Day 5: Three night scenes, again in Natalie's living room, were shot:
Natalie offering to help Leonard; the sequence where Leonard studies
the photo of Natalie and Jimmy; and Leonard writing on the Polaroid
snap of Natalie.

Day This saw a move to Ferdy's Bar - aka The Blue Room in Bur-
6:
-
bank first for the exterior scene where Leonard pulls up in the Jaguar
and enters the bar; inside, two more scenes were shot, with the need for
a number of extras, including a drunk, described as a 'grubby male'!
The first of the two saw Natalie bring Leonard the spit-ridden beer
tankard, then take it away; the second, at dusk, saw Leonard, 'the
memory guy', talk to Natalie.
A day scene, it gave Wally Pfister the chance to mix daylight - from
the bright window in the background - with some warm tungsten
He also got production designer Patti Podesta to place
lights inside.
lamps - with a contrasting cobalt blue base - around the bar (they can
be glimpsed behind Leonard in the shot of him in the booth). 'All the
walls were blue, so I kept the light warm on them. We had this great
contrast going - that's what I think you see and what leaps off the
screen, which is the contrast between this cobalt blue and the warm
flesh tones.'

Day The restaurant scenes were next, concluding Moss's stint on

7: the
film. The first sequence that day was the waiter giving Leonard his

127
envelope; the second, was Natalie doing the same; the third was an
Leonard arriving
exterior shot of at the building, and finally - on what
was a lengthy day - Leonard in the washroom, discovering the
'Remember Sammy Jankis' tattoo.

Day 8: The first of the black-and-white scenes were shot - with

Leonard in his office, dressed in his 'cheap, dark suit', as the schedule
notes, talkingon the phone about how people lie. The second scene
was with Harriet Sansom Harris, as Mrs Jankis arrives wanting to
know the truth about Sammy's condition. We then switched to the
nursing home, for the shot of Sammy watching people. Aside from
heralding the arrival of Stephen Tobolowsky on set, Guy Pearce, of
course, was also required for this sequence, as Nolan fractionally cuts
from Sammy to Leonard. The two medical scenes were then completed:
Sammy failing his test over and again, followed by the doctor examining
his patient.

Day 9: The crew then set off to the suburbs near Pasadena, for the
Jankis household. First scene was Sammy watching TV and injecting
his wifewith insulin. The scene where Leonard arrives at the front
door to notice a notch of recognition in Sammy's face was then
completed. Following this, the confrontation between Sammy and his
wife was shot. The final scene of the day called - mysteriously - for the
presence of Guy Pearce and Jorja Fox, despite it being the moment
when Sammy injects his wife with insulin repeatedly until she dies. In

fact, it was never an intention of Nolan's to put subliminal flashes of

Lenny and his overdosing wife into the scene. Both actors were simply
on call in case Nolan wanted to shoot their corresponding 'injection'
scene.

Day 10: A switch to Leonard's apartment, calling for Pearce and Fox to
be on set. Some seven colour-stock scenes were shot on this day. In
order, the day scenes were: Leonard recalling his wife; Leonard's wife
smiling; Leonard's wife being injected with a syringe and being
pinched; then at night, in the bedroom, Leonard talking to his wife
about the book she's reading; Leonard noticing his wife is missing, and
finally, Leonard retrieving his gun, going into the corridor and then
down the hallway.

Day 11: This saw the return to the set of Joe Pantoliano, who had so
far only done one day's work on the film, as well as the first day for

128
Galium Keith Rennie. Moving to the exterior of Dodd's motel room,
three sequences were shot: Leonard's fish-eye view of Teddy; Leonard
knocking the wrong guy out at the door; the kidnapping of Dodd.
Later on, the crew headed to Burbank-located diner The Grinder for
the discussion of memory held between Teddy and Leonard.
Pearce recalls being excited at the chance to work with Joey Pants:

He has such a lively energy. It really helped in determining the place

thatLeonard can cocoon himself into. Joey would be buzzing
around like a crazy man, and I suppose it was like the way some
animals react to other animals when they're being attacked - they'll
sit still and and so would L Joey brought such a great
just observe,
energy. We were talking about this the other day; whether that
energy is Joey or the character. I'm sure Joey's personality changed
while he was doing the role. There was a quality about Joey that
was almost absent-minded, which gave me cause to just observe
where he was coming from, and wondered whether I would believe
that we knew what he was up to as a person, via the character.

Day 12: A number of action shots were captured on this day. Firstly,
Leonard driving away from the tattoo parlour, followed by his drop
from the window. The screech to a halt outside the building was then
shot, before moving on to the trailer park. The chase between
Leonard and Dodd and then Dodd's enquiry about the Jaguar car
were shot, before moving to the sequence where Dodd pulls Leonard
over.

Day 13: A remarkable number of scenes were shot on this day, all at
the Discount Inn in Tujunga. Day exterior shots first: Leonard entering
the motel's office; Teddy and Leonard walking to the car park; three
separate scenes where Leonard heads to the motel office; Leonard
heading to room 304, then arriving at it. With the arrival on set of
Mark Boone, Jr, the scenes where Burt unlocks room 21 and Leonard
discovers that he's been renting two rooms were also completed. Two
black-and-white sequences were also shot: outside the Discount Inn,
the moment when Teddy gives directions to the derelict house; and the
phone call Leonard takes from Burt in room 21.

Day 14: More Discount Inn scenes in the can: the blonde arriving at
room 304; Leonard telling Burt, at the office, he has lost his key;
Leonard meeting Teddy in the office; Leonard talking to Burt as Teddy

129
arrives. Outside, three car sections were shot: Leonard, by day, stepping
into the Jaguar; and at night, Leonard heading to the car and leaving the
motel behind the w^heel.

Day 15: A trip to the derelict building in Carson, Long Beach, for
two of the film's earliest scenes, where Teddy and Leonard arrive,
was followed by the film's later sequence where Jimmy - and then
Teddy - pull up. The scene where Leonard emerges, requesting help
from Teddy, was also shot, as was the moment where Leonard opens
the trunk of the car, preparing to steal it. By nightfall, the crew
moved to the nearby refinery to film Leonard burning his wife's
things, as well as completing the shot of Leonard kicking out the
embers of the fire he's created.

Shot in the San Pedro area of California, the day was the perfect
example of the difficulties shooting on the West Coast. Upon arrival,
the crew found they had a fully overcast afternoon, a fog layer in
fact. Within two hours, the sun came out. 'It created a continuity

nightmare,' says Wally Pfister. 'The end result in the film, with the
very first exterior segment, there's a direct cut from complete cloud
to sunlight. It's a cringe moment for me, but most people wouldn't
notice. In fact, it went away on video because we were able to play
with the contrast.'
Nolan remembers that day as 'a nightmare' too; aware that the
perfectionist Pfister is still bothered by the discrepancy, he knows, as a
director, that he had to keep his DP filming:

At the end of the day, I think it cuts fine; I think it still bothers him,
but as a director you have to remain aware of the way people
watch films. They don't tend to look at those types of things. I
would have to confess, on that day, a couple of shots I would've
liked to have used, I couldn't, because we had to shoot so late in
the day, the lighting had changed. Some of the stuff just wouldn't
cut. Wally, as a good DP, is very aware of what you can get away
with and what you can't. Sometimes I have to make him shoot
things that we really didn't know if they'd work.

Day 16: The ShotMaker day. Eleven car sequences were completed
over this time; with Callum Keith Rennie back on set, the shot of the
Jag and the LandCruiser pulling over was completed; Teddy and
Leonard's discussion about cars, in the grey sedan and Leonard in the
pick-up truck (in black-and-white) were also completed. Several interior
Jag colour shots were done, including Leonard discovering where
Dodd was staying from the note, as well as telling Teddy they are heading
to the derelict house. Teddy's obtrusive knock on the windscreen was
also captured.
For the driving sequences, Pfister preferred to shoot at the right time
of day, having carefully chosen the street locations, rather than light
heavily outside. By this point, entering into early fall, the sun stays fairly

low, but Pfister still shot many of these sequences in the late afternoon.
Towing the Jaguar car with the ShotMaker, the crew were able to shoot
through the windscreen and side windows with the intention of keeping
a natural look. When parked, as with the scene between Teddy and
Leonard, after the latter has left Natalie's house, Pfister deliberately
kept the lighting 'soft and ambient', eschewing any sunlight patches
entering the car.

Day 17: Dodd's motel scenes were shot here. The sequence where
Leonard discovers a bound-and-gagged Dodd, and Teddy arrives,
was followed by the fight sequence, and then Leonard's wait in the
bathroom.

Day 18: A move to the tattoo parlour was next, calling for the arrival
of Marianne Muellerleile on set. All her scenes were shot in one day:
Leonard showing her the file card; Teddy's arrival; the completion of
the licence-plate tattoo; Teddy warning Leonard to get out of town;
and Leonard, alone, checking his Polaroids to see that his 'friend' is
lying.

Day 19: A very complex day. Firstly, the crew returned to the set of
Leonard's apartment, to film the death of the wife. Curiously, on the
shooting schedule, alongside the call for Pearce, Fox, plus a masked
stuntman, is a call for Pantoliano, who does not make an appearance
in the scene. Quite what Nolan wanted to imply with a shot of Teddy
in the scene is obscure, but its use would've undoubtedly left further
questions hanging over the film's back-story.
'We never filmed anything of Teddy in the bathroom,' confirms
Nolan. 'With the direct flashbacks, I tried to vary them to show the
way his present state is affecting his memory. This was done by jux-
taposing the images in odd ways - such as cutting to his wife as he's
about to kill Jimmy. At some point, it was certainly something I had

131
considered, some kind of device where Leonard would visualize a
person.'
Pfister calls the bathroom a 'brighter, see-more environment' in
comparison to other sets. That said, there is something rather dirty
about the light that falls on the Shelbys' bathroom. Pfister was par-
ticularly taken with white tiles on the floor. He sees it as the result
of him, editor Dody Dorn, production designer Patti Podesta and
Nolan himself working 'in synch' on the film. 'The white tiles on the
floor are something you see early on - the camera moving across
them - and then when it comes back again, after the wife is seen to
be killed, those octagonal tiles are like a memory trigger. They're
also like little brain cells, in my mind.'
The film then moved to the interior of the derelict building, where
Teddy's reverse-murder was to be shot. Nolan admits he was having a
hard time conveying how he wanted the sequence to play out, as it

could not be shot in one and simply reversed:

That sequence, it was essential to me that it was conceived as a

series of shots, as they appear on screen. Not just shoot a sequence
where a guy and then wind it backwards. It
gets shot in the head,
would be a very different sequence. If you literally just reverse it
and watch it backwards, it doesn't work with the timing and
rhythm. I knew it wouldn't work. You'd just have an optical effect.
You wouldn't have a series of forwards-running shots that combine
to give you this backwards effect. For example, the sounds are all
forwards sounds. When the shell-casing starts to move on the
ground, it's a forward sound. We can't hear backwards sounds. I
wanted people to watch it as a physical sequence. If you reverse the
sound, the physicality is gone. I wanted a realistic physical scene
that happens to be chronologically reversed.

The most tricky moment was with the shell-casing, which drops on
the floor - though in reverse flies back up in the air. Neither Nolan nor
his crew, could get the metal casing to stop in frame:

I got on my hands and knees and blew it out the frame, to have the
effect of the backwards shot. In the confusion of it all, they shot it
backwards as well, so I got it the wrong way round. It gave me a
huge headache. I saw it in dailies, and I knew it was wrong but I
couldn't remember why, but we figured it out in the editing. So we

132
 had to then make an optical, and reverse the shot, so that it was
forwards. That was the height of complexity in terms of the film: an
optical to make a backwards running shot forwards, and the for-
wards shot is a simulation of a backwards shot.

Day 20: Staying on the set of the derelict building, Larry Holden
returned to complete his scenes as Jimmy. The fight was shot first, and
Holden recalls just how he and Pearce decided to recreate a Fight Club
sense of authenticity.
we shot the footage of him strangling me, Guy said: "Hey,
'Right before
Larry. Do you wanna ya know, go for it, so to speak?" In my mind, I
. . .

was like, "Finally, an actor who isn't a big pussy, worrying about getting
some little bruise or cut on his pretty little mug." So I smiled and said,
"Sure. Bring it on, pal," and he did. Oh boy, did he. Nearly killed me for
real, the bastard. For a guy his size, he's one strong fucking dingo.'
Scenes then shot were: Leonard taking Jimmy's clothes; Leonard
dragging Jimmy's body down to the basement; Leonard watching
Teddy Leonard leading Teddy to the basement, and Leonard
arrive;
getting the jump on Teddy.

Day 21: Once again, at the derelict building in the interior, the complex
expositional scene was finally filmed, where Teddy tells Leonard that
he killed his own wife.
The derelict itself was one of Pfister's favourite sets designed
hallway
by Patti Podesta, though the one he spent the longest thinking about in
terms of lighting it. 'We were restrained by budget, in terms of being
able to have anything outside of the doors. Patti came up with the con-
cept of breaking the set in two, so we'd have the derelict hall, and then
a separate set for going downstairs into the basement; and also came
up with the idea of hanging this plastic over the doors. I had to over-
expose the doors on both ends, so that we didn't see outside to the
stage, where there was no dressing. It worked for Chris.' Pfister need-
ed to keep the walls dark, to contrast the dingy interior with the bright
doorways. It meant - when the camera was in the hallway looking
towards the light source - that detail on the actor's face would be lost,
as it was held in silhouette. 'We needed to create more detail. So I
requested Patti cut a series of holes in the wall that became part of the
design of the hallway, where I could put light through, and have little
slivers of light coming through the sides of the walls, as if it's an exterior

133
space. That allowed me to put these little pools of light on Guy, but
while maintaining this really dark contrast in there.'

Day 22: Again on set at the house, Leonard's fight with Teddy was filmed.

By now, Chris was well aware of the difference between making

Memento and the one-day-a-week he spent on Following. 'This was
much more intense. Fast and furious. You had to think much quicker.
The pressure of time per day was the same, but the accumulative pres-
sure was worse. On Following., I was able to take a week, get a tape on
the Tuesday, and edit it together in my mind during the week.'

Day 23: Back to motel room 304, and a number of colour scenes
were completed: Leonard preparing to leave to hunt down Teddy
was followed by the moment when Leonard believes he has found his
killer. The scenes where Leonard calls the escort service, the blonde

arrives, he instructs her and then - at night - collects the props were
also shot. This was then topped off with the moment when Leonard
finds the blonde sniffing coke in the bathroom.

Days 24 and 25: All in black-and-white, the final two days of the shoot
were in motel room 21, where Leonard talks on the phone to Teddy
and Burt, and shaves and tattoos his leg. Significantly, Guy Pearce had
been on set now for every shooting day.
The state of mind that Leonard is in is, in some ways, Hke a falsehood
he creates in himself, where there's almost a terribly relaxed quality
that he carries with him in order to get through the day and every wak-
ing moment,' says Pearce. 'One of the things I found when I fell into the
making of Memento was that because of having to act like this, I felt
more relaxed working [every day], when I am there as much as the
crew, rather than having days off.'

Following the film's official wrap, Leonard's early narration was

shot. Unlike the voice-over for the colour sequences, or even Leonard's
over-the-phone narration, this v.o. in the black-and-white sequences
was loosely scripted, allowing Pearce the freedom to riff on the lines (a
good example being Leonard's wry little comment that he reads the
Gideon Bible religiously; in the script, just the Bible is mentioned).
'I wanted to have voice-over reflecting the documentary style,' says

Nolan. 'So the way to get that, even though they were scripted was to
then improvise on the basis of that script, with Guy, and have him

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speak about himself in the second person: you do this, you do that, as
if he were describing his hfe to an interviewer.' Edited in the manner of

documentary voice-overs, which tend to use a dense information

stream, the end resuh achieved a level of spontaneity Nolan was look-
ing for. 'On some level, it lets the audience know they are receiving
objective information; you're finding out more about how this guy
lives. Then you jump back into the colour sequences - which are much

more obscure.'

135
 Chapter 5

'Just get these clothes on.'

Dressing Memento

The production design

Greg Araki's 1999 romantic comedy Splendor marked a move away
from the bleak Generation-X films, like The Living End and The
Doom Generation, which he had made his name with. Set around a
contemporary love-triangle, it was also production designer Patti
Podesta's second collaboration with Araki, after completing work on
his full-throttle punk-spirited 1997 effort Nowhere. Minus the garish
pinks and oranges of that film, Splendor was a more restrained affair,
but after Chris Nolan saw the film at the Sundance festival the year
Following was at Slamdance, he immediately became interested in
securing Podesta's services for Memento.
'Itwas a very different style to what I was looking for for this film,
but it was incredibly stylish-looking, and I knew was made for a very
reasonable budget. I was really looking for someone with a tremendous
imagination, particularly in terms of use of colour - a designer who
could achieve a great style without spending a huge amount of money.'
As it same parties during the
turns out, both were at several of the
festival, though never met. Podesta was actually contacted through her
agent, and asked if she wanted to come and meet Nolan, who - having
never worked with a designer on Following - was entering into
uncharted territory himself. Podesta, with no idea what Memento was
about, received the script. 'My agent was out of town, and her assistant
sent it over,' she recalls. 'When I got it, I rang back and said, "How did
I get lucky enough to get sent this?" I thought it was brilliant; one of

the best scripts I'd ever read. I remember thinking the structure - what
people are now calling a "gimmick" - was really baffling. Was he
gonna keep this up, or he is gonna play with it?'

Podesta herself was surprised that she got the call from Nolan in the

first place, with little in her portfolio to convince him she could design
a film like Memento. Born and raised in LA, Podesta had originally
envisioned becoming an architect, before taking up sculpture and then

136
embarking on a lengthy career as a video artist. 'I got more and more
interested in narrative. I then directed something with real good actors
in, but I didn't enjoy w^orking with actors - I cared more about the

background, and I realized I made films about the things you're

supposed to make films with. I was making films about scenery.'
Realizing her talents lay in designing scenery, rather than shooting it,

she switched to production design, initially working on commercials,

before moving into features with low-budget taxi-driver story Driven.
With her only other film credits being the Araki movies, Podesta was
impressed that Nolan could see past the fact she hadn't tackled a
project like this before. 'Although none of my work looked like what
he had in mind, he knew that he and I understood each other, and he
felt that I would be able to give him the look he wanted.' Not, it would

seem, her usual experience in the industry. 'Y'know, if you haven't

designed hamburgers, but you've designed hotdogs, they won't let you
design their hamburgers. But Chris isn't like that. He thought Splendor
was a beautifully designed film, with an idea being followed through all

the way through it.' Many of the portfolios he had looked at had, as
Podesta terms it, a 'kind of realism equalling grittiness'. Her work, as she

points out, iscommonly described as having 'clarity', a feature Nolan

wanted for Memento and one that echoed the work of Wally Pfister.
'In regards to clarity and my work, I tend to have things always
fairly uncluttered, and try to really have the frame be composed,' says
Podesta. 'This comes about from a lot of research, and not by putting
a lot of ageing on things. If things are aged, they aren't grimy, they
aren't dark. A lot of low-budget designers, who are up-and-coming, do
this. You can see it in the action thriller movie, where everybody thinks

it should look like Blade Runner. And the way they interpret Blade

Runner is to make everything really muddy.'

A part-time teacher of art and design, Podesta demonstrated a deep
conceptual understanding of Memento^ more so than anyone else
Nolan had interviewed. She showed him some still photography, that she
describes as 'photo-reaUsm', and also the black-and-white paintings of
German artist Gerhard Richter. Talking to the illuminating Podesta, it
becomes clear just how much her contribution enhanced Nolan's film.
Weaving a motif of wavy glass and transparent plastic through the
film, the ideas behind the question of memory are reflected through her
design. Think of the shower curtain that acts as a makeshift casket for
Leonard's wife; the frosted-glass partition in Dodd's bathroom; the

137
plastic that hangs at the back of the derelict hallway; Natalie's distinct
glass tumbler, or the layer of dirt that obscures vision through the
Jaguar windscreen:

Things are diffused and defocused but not by virtue of defocusing

the camera. With all of these things, memory makes the image be
diffused without the lighting or the camera; it's actual materials that
we used for the set dressing to bring that quality to the frame. Those
were the ideas that I presented to him when I first met him. I really
understood, without even knowing him, the issues in the script. This
was all without being explicit, without these things being symbols.
That's not something I'm interested in at all, and neither is Chris.

Nolan wanted to 're-define realism' with the film's production

design. 'You never know what someone means [when they say that]
until they start making choices,' says Podesta. 'Then you weigh and
measure the choices.' The pair talked about the look of certain Seventies
British movies, including John Schlesinger's 1971 psychological drama
Sunday, Bloody Sunday. The story of a menage a trois between a Jewish
doctor, a career woman and a twenty-something artist, its dour, drab,
almost colourless production design (by Luciana Arrighi) achieved the
clarity that Nolan was seeking.
'I was very emphatic that Memento would need realistic textures,' he
says:

In a sense, I wasexpanding on something I started to

interested in
do which was to take theatrical, melodramatic
in Following^
material - the tropes of film noir: the guy in the motel room with
the gun in a drawer, the femme fatale - and try to imply a more
mundane, textured and real visual approach. There is stylization -
light, shadow and all the rest, but at the same time, there is an

everyday quality to it. That was really important to me. It's all very
grounded in that contemporary world, and I think very often that
when this kind of material is approached these days it's treated in
pure nostalgic terms. I was interested in doing something more
contemporary, rooted in the everyday.

Chris, it must be noted, is not interested in verite realism per se, the
kind we might associate with the work of Ken Loach, for example. But
he wanted to use elements of it: 'I just want to take certain aspects, and
use it to achieve more everyday qualities of the setting, and trying to

138
contrast that with the theatricaHty.' The effect is to ground Leonard's
experience in the commonplace, an environment stripped of anything
remarkable, enabling the audience to empathize with this morally
dubious character. At the same time, when required, Nolan - as Podesta
points out - would move the film away from this.
'I realized that through the period we worked together - and I think
this is clear in the film - that sometimes the need for emotional story-
telling takes precedence over the true quality of verite realism for
Chris. The emotional quality is implicit as opposed to the story, which
is explicit; it's like a piece of music, coming from the design. You have
to feel like you're in the world, and yet it is actually quite altered.'
Podesta, while trying not to think too hard about other films, also
found herself drawn to the work of Nicolas Roeg. While Roeg is the
director considered by many to be Nolan's predecessor, Podesta never
discussed him with her director. 'I didn't realize until later that every-
body thinks about Nicolas Roeg when they think about Chris! I was
thinking particularly about, once again, this question of clarity in
Don't Look Now. The quality of the red and how soft it is, but how
crisp at the same time. It feels like a memory, or a certain kind of
image, or a colour, or a sound. That's one of the things I was trying
to get.'
Aside from composer David Julyan, Podesta was one of the first key
crew members to start working, with seven weeks of pre-production to
complete the bulk of the set decoration. One of the earliest - and
lengthiest - discussions was on the colour palette that the film would
follow:

Chris wanted all blue, and, actually, I said 'No!' I said 'You don't
really want to do that. You want there to be some shadings, that
are off-blue. You don't have to bring in other strong colours, but
you want different blues.' There are scenes where the blues are
quite bright, and there are other scenes where it becomes more
green. The blues in the motel room are quite primary, actually; they
are quite a true blue. At Natalie's house, the colours are more
muted; they're more towards dusky green - and that slows it down
a little bit. It was all slight shadings. We took a lot of care in
shooting the colours in the black-and-white scenes; we used the
same colours so they would have an 'equal' quality - so that time
is, in a certain sense, standing still, and the rest of the world is

139
 moving forward. We're caught in this encapsulated thing where most
of the world seems to be of the same nature - even though it's not.

It's a colour motif that Nolan sticks with; the bath salts that spill on
the floor during the attack on Leonard and his wife; the panelling on
the dilapidated building across the street from Natalie's house; the
blue-green bottles at Ferdy's Bar; Leonard's bedspread and so on.
'Y'know, once you start, it's kinda hard to stop,' shrugs Nolan. 'It was
just something I thought would work with the material. I was quite
drawn to the idea of using slightly colder colours, particularly given
that we had to film in LA, which is very hot and sunny. A lot of our

exteriors are very hot and dusty, and we are trying to counter that in
some way, by using the cooler tones, like blue.'
Given also that Nolan is red/green colour-blind, it was also a colour
he was very responsive too. With Memento being shot on a new Kodak
print stock particularly responsive to blue, the resulting palette becomes
how Nolan himself sees the world.
very distinct, an echo of
What is startling about Podesta's production design is the fact that
much of it is achieved on a set. Built on a sound stage at Glendale, in
the east of Los Angeles, three motel rooms were constructed (the two
Burt rents to Leonard, and Dodd's) to dimensions that resembled the
real thing. 'There was work on the part of Wally and Chris to
a lot of
make them would be comfortable,' says Podesta. 'It made
smaller than
the space both claustrophobic and realistic' Nolan and Pfister would
also shoot all 360 degrees of the sets, which meant all angles of the
rooms had to be dressed and ready to go at a moment's notice. 'It all
had to work, because there were no dead areas. Usually on set, there
are dead areas. That was another quality that makes you think it's not
a set, because you can look at it in any direction.'
Podesta adds that the rooms contained a number of recognizable
features, such as the tumblers topped with paper lids, but the design
was such was near subliminal. 'As opposed to
that their placement
other film-makers - who would dwell on those things - in this case,
you see them as the camera pans round, but you don't actually look
at them. The things are there, but they don't become symbols for
something.' To achieve the look she wanted, Podesta had a friend visit
a number of seedy hotel rooms in Southern California, and take
photographs of the disarray they were left in when the occupants were
out. 'We were looking for the state of undress that people leave their

140
rooms in,' says Podesta. 'The state of the walls in unfreshly painted
hotel rooms. Those kinds of qualities are very specific and you can't
make it up in some way. A lot of times, those things were too down for
Chris's idea of realism.'
Podesta's other main contribution was working on the derelict
hallway, where Leonard would slaughter both Teddy and Jimmy. It

was, in fact, two sets: a hallway with a room and a doorway that led to
the basement. The basement itself was up on a platform, which - for
purely practical reasons - enforced Podesta's visual motif of diffusion
to come into play. Draping plastic in the doorway to disguise the fact
there was a roof on the other side, it lent the set a 'limbo' feeling, as
Podesta puts it:

We did a lot of texturing. We applied twenty coats of this transparent

colour, to get these clear but deep layers of colour. There were a lot

of different textures, but they were all pulled together with this
monochromatic colour. So you have visual texture, but you don't
have the capacity to see things clearly. You don't see the tiles; you
see colour and a bit of texture. It's a corridor with plastic at either
end! You could take that as some kind of philosophical thing. It's

a very mundane transition.

Her time on the film also included one week to design the tattoos
that would be seen on Leonard. 'There are very few styles that people
actually use for tattooing. And we looked at them; we looked at pictures
of tribal tattoos. The one on his solar plexus, that is a triangle, is actually
mimicked after a Borneo tattoo - a ritualistic prayer of sorts.' One stunt
Nolan would not be pulling, however, was to change the tattoos around
on Leonard's body to disorientate the audience (as Martin Scorsese
reputedly did with Robert De Niro in Cape Fear). 'Chris did not want to
do those kinds of things. In regards to the question of memory, I sug-
gested things like one time seeing the cup as blue, and the next time, the
cup is red. He specifically did not want to do any of that. The question
of perception and memory was in the structure of the film.'
While only briefly glimpsed in the film, some of Leonard's tattoos are
clues to how he has managed to survive with his condition. Alongside
the mirror-reversed 'John G raped and murdered your wife' and the
inciting 'Find him and kill him' are more everyday instructions. On his
belly, upside down, is the command 'Eat'. Advice as to how to train his

mind comes with 'Condition yourself, while practical notes like 'Buy

141
 more philosophical statements like 'Cameras don't
film' are adjacent to
'Memory is treachery', 'I'm no different' and 'Consider the source'.
lie',

Most fascinating is the aforementioned triangle - actually a series of

boxes, each containing a word: 'Photograph', 'House', 'Car', 'Friend',
'Foe'. Guy Pearce, who was required to come to the set three hours
early to have the tattoos applied and touched up, remembers the strain
he went through in wearing them:

They took a long time to put on. They printed them first on paper,
reserved them and sprayed them on your skin and touched them up
if necessary and powdered them down and they would last for five

days if you didn't scrub yourself too hard in the shower. So we

were constantly having to fix the odd one or two, so they took a
long time. It became a great team effort but it happens all the time
on films that you've got people fussing round you. I'm a really
grumpy person sometimes. If I'm not in the mood for it I have to
tune out. These people are doing their job and doing what they
have to do.

An essential ingredient to the film's success would be the Polaroids,

and it was left to the props department to organize these. A duplicator
was obtained, which meant a single photograph could be taken and
numerous copies made for multiple takes. 'The duplicates were not
great,' says Wally Pfister, who had met Podesta years back on a short
called Spud. 'The colour was pretty horrendous on them; quite often it
was really magenta and muddy. I was not happy with the look of these
in pre-production. I went to Chris and Patti and I said I didn't know
how well they would photograph. So we just had to live with it. Then
we decided that we kinda liked the way it looked. They had their own
creepy look to them - a lack of detail with a weird colour situation. In
the end, they worked pretty well.'
Pfister ran on
tests the Polaroids, partly to determine how to shoot
the film's opening scene when Teddy undevelops. Initial-
the picture of
ly unsure how long they wanted the sequence on screen, Pfister shot at

six frames per second, then at 12 and then at 24 (with a reverse maga-
zine). Ultimately, with the scene cut to the titles, the 24fps shot was

used, though it was discovered that by manipulating the temperature

that the Polaroid was at, its development speed could be altered.
Working without an art director, Podesta was still completing her
tasks when the shoot began. Neither Dodd's room nor the Shelbys'

142
bathroom had been locked by the time filming was under way, and
Podesta had to work on both while the crew shot elsewhere. The afore-
mentioned bathroom, with its octagonal tiles that Wally Pfister was so
fond of, is the perfect example of Podesta 's design ethos on Memento:
the lone black tile that the camera glides over is real, not, as she puts
it, 'a movie' tile. 'We knew that we would be looking real close on it

constantly, so I insisted that it be a real tile. You can look it. I knew
at
that we would be looking at things in really precise focus. You had to
be able to look at the surfaces, and not be out of the picture, where you
would think, "Oh, it's a movie table, or a movie wall." So you're not
distracted by it.'

For Nolan, the appearance of the tile was crucial. While we initially

only see one black octagonal tile, in the early rapid cuts to Leonard's
wife's attack, in the extended sequence where Leonard is beaten over
the head and falls camera glides on to
to the floor facing his wife, the
a patch of floor where two black tiles are visible. Without ever
announcing themselves as symbols, the presence of both - aside from
figuratively representing the two heads on the floor - seems to tug at
us, pulling us towards the idea that maybe double meaning exists
throughout this story.
'It's a fairly standard tile that Fve always liked,' Nolan says. 'It's very

textured and the tiles are very small, and each individual black tile is
spaced quite widely, so when you shoot it from above you just get one
or two popping into frame, which seemed a really interesting image
that would stick in the head and later be explained. You feel you know
where that image has come from. It's another way of putting abstract
images through the film that later become clearer.'
Overall, Podesta was surprised at 'the level of shared comprehension'
she had with 'a first-timer' like Nolan. 'It was largely unspoken and com-
pletely understood,' she says. 'I was able to talk candidly with him about
what I wanted; usually there's a power thing that goes on, as people stake
their territory. Designers are the first people to block things, when you
lay out a room, working out where the furniture goes. You automatically
design what the shots will look like, in a certain way. Here, there was not
a lot of territory, but there was a lot of sharing.'

The costumes
Memento must be one of the few films where the lead character has
no clothes of his own. Like Arnold Schwarzenegger's killing machine.

143
in Terminator 2: judgment Day, Leonard (a terminator in his own
right, also out of time) takes the garments of another. Only with the
unreliable flashback to his work as an insurance investigator do we
see anything that could be taken as Leonard's own attire. In the
colour sequences, he wearing Jimmy's beige suit and blue shirt,
is

while the black-and-white motel scenes see him dressed in a plaid

work shirt (liberated from his previous victim, one may assume).
Even accidentally dressing in Natalie's ill-fitting white shirt at one
point, Leonard's cerebral confusion is echoed in his state of
(un)dress. Though the style remains contemporary, there is some-
thing distinctly timeless about the clothing; togs that don't easily slip
out of fashion - nor are they often in vogue - they hint at the warped
time-loop Leonard finds himself in.

Nolan was adamant that Leonard's main set of borrowed clothes

remain 'a beige suit and a blue shirt', as the script states. 'It was an
outfit I used to wear all the time,' he admits:

Not as a suit, but I had a beige jacket and a blue shirt. As I was

writing, for the same reasons I would wear it, I put it in the script.
It's kind of in the middle; it's not like wearing a suit with a tie, or a
black jacket with a white shirt. It's right in the middle and a little

bit difficult to get a handle on the character when you see him
dressed that way in the film. It's ambiguous. It could be smart, or
could be more casual. That was what I was after, something
neutral. It could be worn, as it is at the end, by a drug dealer in a
slightly flashy way, with the collar splayed outside it. Or as it looks
on him, larger and more stylish, in a baggy way. It doesn't give you
a clue as to who the guy is.

If nothing else, it gives us a clue to Nolan's own personality: his dress

sense, like his work, remains ambiguous, giving little away. Memento's
costume designer Cindy Evans, as one would expect, sensed the rela-
tionship between Leonard and Chris's apparel. 'Chris dresses a lot like
that. He always would wear a suit jacket, even if it was 120 degrees. It
was really nice. And I only ever met one other director like that, and
that was Andrew Niccol on Gattaca.'
Evans had been brought on to the project by Jennifer Todd. The pair
had a mutual friend, who persuaded Todd to let Evans read the script
and meet Chris. 'Cindy was a costume designer I'd known for a long
time who I wanted to give a break to,' confirms Todd. 'She was someone

144
I believed I hadn't worked with her, but I had known of her for a
in.

while. She had worked on a bunch of movies for Jersey Films, for my
friend Stacey Sher. She was somebody I'd always wanted to break in.'
Texas-born, Evans grew up in Lake Sherwood, where she would reg-
ularly get to see Dukes of Hazard being shot. 'I got the bug at a really
early age,' she says. 'We'd sneak behind oak trees and watch what they
were doing. I was always intrigued.' With no training to speak of (Tm
self-taught, most of us are.'), Evans - after a stint working for John
Candy when he made Planes, Trains and Automobiles - began working
under three times Oscar-nominated costumer designer Colleen Atwood.
This included time on Tom Hanks's nostalgic directorial debut That
Thing You Do! and, as mentioned, Niccol's genes-thriller Gattaca - a
film that Evans admits was in her mind when on Memento. 'I don't
think I styled it after Gattaca, but it had an oddness and a coldness that
Gattaca had. There was something about Gattaca that I realized too
when I was making Memento. I always felt Memento, even though it was
really low-budget, was something special.'

With one feature credit as costume designer to her name (Eric

just
Drilling's low-budget film Red River - 'my budget was about $3000!',
she recalls), Evans was aware that Memento was her big break. Like all
the key crew members, she read the script a handful of times:

Boy, was it intimidating. My brain felt like it was going to bleed.

When you get a project, you immediately start wanting to break it

down in chronological order to find out how many costume

changes there are, and how many different days there are, and
what days lead into night. Even the first time you read a script,
you're trying to constantly absorb that. And so, on the first time I
read it, I was like, 'Oh, my God! What is this?!' I became obsessed

by it, and I finally began to understand the fragmented structure,

and the continuity came later. I remember I had become so familiar
with the material, and even if I didn't understand the structure, I

began to understand the characters, and where they came from and
what they were doing. I honestly, first and second time, was

completely lost. And I'm not embarrassed to say that.

Evans impressed Nolan in their initial meeting with the sheer wealth of
research she had undertaken beforehand. She had watched Following on
tape: 'I really loved it, but I wish I could've had my hands on the
wardrobe, though. Just the girl. I loved the guys' stuff.' She also spent

145
time thinking about the look of film noir. 'I think Chris and I had a few
of the same sensibihties, with what the characters were going to look
like in the film. We tried to accommodate that desire to make it a more
modern noir, and I think we achieved it. Chris really wanted that feeling
of a timeless look. I really wanted the same thing, but [I was] trying to
achieve that in a really subtle way. I think Pulp Fiction achieved that, in
a modern sense.' Most intriguing for Nolan was Mr. Salesman, a coffee-
table book published by Diane Keaton, that Evans brought to their first
meeting. Full of photos from the 1950s of various besuited businessman,
it particularly captured the look that Evans believed best represented
Leonard as an insurance investigator. 'We took a lot of the black-and-
white stuff from Guy Pearce's point of view, when they are testing
Sammy Jankis, from the textures of that book: the striped shirts, and the
starknessfrom it. His look was very kempt, very insurance salesman. A
on the tidier side than what you normally see. Boring, really.'
little

With just over a month of pre-production time, Evans - along with

two assistants, Laura Marolakos and Anne Laoparadonchai - set
about assembling the wardrobe for the cast. With a relatively small
number of main characters, few extras and a contemporary setting to
boot, one could imagine Memento lacking the logistical complexity of
a film like, say. Titanic, making it a relatively simple job for a costume
designer. Evans would be the first to agree. But, in terms of calculating
the number of costume changes the characters would need, the project
was far from a pushover. With no obvious references to day/night in
the script, Nolan's backwards structure obscures the number of days
that the action takes place over - thus making it nightmarish for the
costume designer to decide how many changes a character might need.
Evans recalls the early days in their production office:

We shared a mutual office space with the art department, and the
props department. The ADs were on one side, and Wally [Pfister,

DP] was on the other side. We could all hear each other, all day
long, trying to work things out, was amazing. It
all theorizing. It

really helped so much. I can't imagine being in an office on your

own trying to work that out. When Chris came down he would
give everyone the time they needed. He loved answering the
questions, and he loved to hear the confusion. He would get this
twinkle in his eye, this Machiavellian look, this funny grin, as if
this was exactly what he planned!

146
 As it happened, Emma Thomas had provided a continuity breakdown
for the key crew members. Generally a job the first AD and/or script
supervisor would be given, to provide people with a time-line to work
from, was decided that Emma, being so familiar with the script and
it

having it on her computer, would re-order it chronologically. Says

Emma: 'It took a couple of days during which I felt as though my brain
had been replaced with a ball of string, but I got there in the end! Chris
was hugely opposed to the idea of people having copies of the "chrono-
logical" script, but it seemed that we had to do something to get every-
one on the same page; so I kept the one copy of the re-ordered script
under lock and key, but used it to create a chronological time-line by
scene number which we then distributed to all the departments.'
For those interested, the action - barring flashbacks - takes place
over three days and two nights. The time-line itself is still under lock
and key along with the one copy of the re-ordered script, and neither
Chris nor Emma is currently accepting bribes. As for Cindy, the time-
line was a godsend. Despite Leonard largely remaining in the one suit,

seven outfits were made, covering three different states of wear-and-

tear. Naturally, with the film going backwards, Evans had to contend

with the fact that the suit gets cleaner as the movie progresses. Not a
problem in itself, except for the fact that - as with most productions -
Memento was shot out of sequence.
Guy changed so many times through the day, because they might
do twelve scenes a day, back and forth across the whole film, so we
were constantly triple-checking that he was in the right suit. Maybe
the audience doesn't catch that the suit is getting cleaner and cleaner,
but that is what we were trying to achieve. I kinda think we did. I
took all the black-and-white stuff out of the script, and cut it out,
and then I re-copied it and then I broke everything down into seg-
ments. I had a wall-chart at one point. It was quite a challenge I
have to say. I started living and breathing it. I felt so good about it,
when I finally felt like I had broken through that first door.
By comparison, actually ageing the suits was as easy as wearing them.
Which, oddly enough, is what Evans spent most of her pre-production
time doing:

I remember Chris and Emma came over one afternoon, to see how
the ageing process was coming along, and I was wearing the pants!

147
 I was constantly rubbing the pockets, with this oil that I had on my
fingers. That's my favourite part. It's really, really time-consuming,
but it's way you can do it, and make it look really good, if
the only
you have a You just can't throw a load of dirt at it.
lot of time.
Everything was about textures. The suiting fabric we tested, but I
used the reverse side because it had a file detail to it. It appears
more raised that way.

As Evans notes, Leonard has a very dusty look about him; unspecific,
his suit may be Armani, but you're never quite sure, leaving you uncer-
tain about Leonard's own background. 'If you look at the pockets on
the suit, they are flat pockets; the suit is not really tailored to be severe
with shoulder pads, or anything,' she says. 'It's a very loose-fitting
suit. The guy obviously had a little bit of money, but I don't think he
was desperately loaded.' It's we do
testament to Evans's work that
not Leonard is wearing another's clothing, though
initially realize

upon closer inspection it becomes obvious. 'With Guy, he was always

more dishevelled. The size was always a little bit odd to the eye. As you
get closer to the end of the film, you realize his whole look never
looked right on him. I think when we came to film the suit on Jimmy, I
thought it definitely looked a lot sharper and cleaner, and more put
together.'
Larry Holden, who plays Jimmy, disagreed, uncertain about his tan-
coloured apparel and jewellery. 'I look like shit in light colours. I'm too
fucking white. And I wasn't big on the chain around his neck, either.

Felt like it was a little much - but I was alone there, because everybody
that's seen the film has commented favourably on both the suit and the
chain and my fucking moustache. So, it shows you what I know.'
With Leonard's blue shirt, however, in keeping with Patti Podesta's
indigo-tinted production design, Evans thought she might encounter
difficulties. 'I was really scared of the colour blue. I had worked with
so many costume designers, and blue is their least favourite colour. It's

really difficult to time it out, once the film is colour-graded. It ends up

looking purple. There are so many degrees of blue. In the dailies, I was
Uke, "Aggh!" and Chris said, "What's the matter?" And I said, "It's so
blue!" It really worked out beautifully in the end.'

For Nolan, costuming was considered more on a thematic level.

Dealing with issues of identity, clothing becomes an astute way of sym-

bolizing how we identify ourselves. 'One of the interesting questions

148
for me is, "What are your own clothes?'" says Nolan. 'There are a lot
of things in the film that imply the relationship of the clothes and the
car to the action. When we see him with the truck, wearing the plaid
shirt, the question hangs over that outfit and car - the same question
Teddy asks him in the car: "Where'd you get that?" There are no
answers, of course.'
With his decisive use of colour in the film, keeping the palette cen-
tredupon shades of blue, Nolan was also able to suggest a great deal
during the flashbacks to Leonard's wife, who wears a red summer dress
- ultimately as haunting in Leonard's mind as the red-coated figure that
spooks Donald Sutherland's character in Nic Roeg's Don't Look Now.
'There's very little red in the film at all, until the flashbacks of the wife,
with her blood,' says Nolan. 'That's the only time we really highlight
that colour. I wanted that and evocative about the
to be very specific
colours, so we used white and red, in a way that we don't use them in
the present tense. All the sheets are greyish; we don't use any pure
whites in the film, except in the flashback.'
Pre-production also incorporated the design of both Natalie and
Teddy's outfits. For Teddy, Evans was unsure initially if they should
give away that he was a plain-clothes cop. Dressed in a bland navy
windbreaker, a pair of black Oxfords and cuffed trousers, Teddy's
clothingmanages to imply his profession, without ever being explicit.
'We wanted to have that look. You look at his car and his clothes, and
you know he doesn't have a lot of money. That jacket - it was like a
mailman's jacket - reminded me what an "everyday" man would
wear.'
Using two sets of doubles for his outfit (his death scene, at the film's

outset, required it), Evans recalls that Joe Pantoliano was full of sug-
gestions about clothing his character:

In his own personal way, he's a huge fashion guy, and he wears
clothes really well. hard to say, 'We're going to go shop at
It's really
Sears or Wal-Mart These are Everyman clothes; we're not
for you.'
going to go off to Maxfields and buy Teddy's clothes, because it
would never make sense. It was about tweaking him in the right
direction, and making sure that what he really wanted he got, so he
was happy. It is what it is. We didn't have a lot of money. We had
to make what was going to work for the movie our first priority.
We got him a pair of shoes that he wanted, which were these black

149
 Oxfords, and after that he was hke, 'Whatever you want, put them
on me!' He was putty in our hands.'

For Pantohano, dressing Teddy was a part of building the character.

An actor who loves to change his looks ('it ensures my longevity as an
actor'), he admits to working outside-in, rather than inside-out:

I figured as I was a police officer I needed comfortable shoes; that I

would wear a loose shirt, so I could hide my revolver underneath it.
I wanted to wear clothing where it would not stand out. I could

just blend into a crowd. Chris was also very involved in those
choices; usually, you'll work it out with the costume designer and
take a Polaroid. But Chris was there. When we chose the glasses,
Cindy and the props guy had all these glasses. I knew in my head
that I wanted to have bifocals and I wanted that to be clear on the
close-ups. I also wanted to have one pair of shoes. That was the
start of it. It was important to Chris I had a moustache, and with
that, the crew-cut wig and the glasses, it was kind of like a click.
OK, listen, there he is.

With Natalie, Evans hit on the idea of dressing her in cold and steely
charcoals and gun-metal greys, rather than black, suggesting the ambi-
guities of her character, rather than painting her as evil personified. She
also set about making a lot of her tops transparent, again producing
doubles of everything - particularly for the scene where she is hit by
Leonard:

You could always see a little bit through her sweaters. You don't
really get to see many wide shots of her, so that when it was all cut
together, it was really claustrophobic. You didn't get to see a lot of
what was below the waist with the characters. Her skirt, I had
made from this 1930s kimono, so it was like a wrap-skirt. It was
really sheer, and the sweater was really sheer - there was a big hole
in it. Everything of hers happened really had this one photo-
easily. I

graph I found in this magazine of a woman who had her head tilted
down, with this big, black shock of hair. She had her hand through
her hair; it was a stance of frustration. From that one photo, I caught
into who this character was. It was just like an attitude.

Natalie was also fitted out with a selection of jewellery that Chris
wanted to keep small and subtle. Even the earrings couldn't move. It all

150
helped give the character an 'indescribable strength', as Evans puts it.
'She has this strange quahty; the sheerness and the clothes made her
transparent, but there was something about the jewellery that ground-
ed her for me. It wasn't like the jewellery was wearing her. It was part
of her. She had that watch, with that wide leather band, which was like
an armour. You never really get to see it for a long time; she's con-
stantly moving, so you'd just get to see flashes.'
Evans spent little time with Carrie-Anne Moss, who was happy to go
with the costume designer's ideas. When the fittings came, with Chris in
attendance at every stage, the trio were able to watch Natalie come alive.

Says Evans: 'There's so much going on with the character's development

right there, as a person is putting on the clothes, that you necessarily
can't just show a director the photograph, and say that this is what's hap-
pening with an outfit. It saved a lot of time, because he's right there. She
put on her main outfit, and I said, "This is a home run!" I just knew
when she put it on, and she loved it.'

While the bulk of Evans's work was done in pre-production, she still

found herself working on costumes for the Jankis couple while the film
was shooting. 'As it was in black-and-white, it was all about texture
and fabric to keep them Middle American,' she says. 'There were a lot
of sweaters, and sweater-vests. It wasn't ever black, but there was a lot
of heathered greys, and a lot of plaids going on. She had a lot of floral
prints.' Suggesting, once again, bland suburban fashions, Sammy's
white shirt and Mrs Jankis's dresses could have been made at any time
in the last thirty or forty years, an echo of Leonard's own clothing -
and, indeed, another link between Sammy and himself. 'It wasn't hard
for me to envision what was going to be happening with these people
and these clothes, because their clothes were so subtle,' says Evans.
Subtle, yes, but meaningful also.

Locations and lists

By the time Wally Pfister came on board, there was just two weeks of pre-
production left. 'That was tight,' he recalls. 'A little too short.' The reason
behind this was a major location switch, from Canada to California. At
one point, Montreal was to be the city where Memento would be shot.
When California was settled upon, the increased costs of using an LA
crew meant the production schedule was cut from 30 to 25 days.
'I fought very hard for the movie to be shot in LA, and I'm glad that

we did,' says Jennifer Todd:

151
 Chris was quite pleased with how the look of the film turned out. I'm
always scared of Canada, because people are quite quick to send
you there, because of the tax breaks on offer. Suzanne and I are
from LA, and I knew that on the outskirts of the city, where we
shot, there would be that great look for it. The bummer was it was
ICQ degrees every day on the set, but I loved that destitute, no-
man's land Americana we found. It's very homogenized. You can't
tell where you are. It just looks dry and dusty. It could be Arizona,

it could be Nevada. Creatively, I always fight on films to be set

where the most appropriate place is. [Ben Younger's] Boiler Room
[which we also produced], for instance, takes place in Manhattan.
New Line said it would be cheaper if we shot in LA. I've known
movies shot in LA for New York, because there are only two
blocks in LA that look anything like Manhattan, and they're used
in everything. You end up shooting in these tunnels to try to make
it look like Manhattan tunnels. When we did get Boiler Room shot

in New York, I made sure we had shots of these big water towers

so you knew it was on the East Coast. The same way, for this film,
we could've shot it in Pheonix, or wherever, but I fought very hard
for it From what I've seen of Montreal, I didn't
not to be Montreal.
think it Memento. It's always that thing if an extra
lent itself to
talks with an accent, it pulls you out of the moment. Stuff like
foliage and quality of light there's a lot about the environment
. . .

that you must take into consideration.

With the majority of his work to come during the shoot, of course,
Pfister had just a fortnight to assemble his camera crew, and plot with
Nolan how to photograph the movie. 'Really what pre-production is
about for me is to get as much of an idea from the director as I can as
to how he wants the picture to look. Then to translate that, so we have
a verbal shorthand on set. It's not about discussing for hours and hours
the look of the picture, while we're sitting on the set. It all should've
been done beforehand, in an ideal world.'
One task the pair had to reach a compromise on was the shot-list,
usually compiled in pre-production to break down each scene into
the coverage needed. 'Shot-lists I never do,' states Nolan. 'Producers
make you do them, so we shot-listed the first two days, just to reas-
sure everybody that I knew where I'm going. I don't respond very

well to that format. It just doesn't help me. You haven't seen the

152
actors yet in the environment, so it's a reductive thing. The main
purpose of it is to communicate vs^ith other departments.'
Pfister, who had experience of cranking out shot-hsts on previous
films, hoped to do one for Memento^ it being such a complex shoot
only 25 days to capture all the material. While he sensed that
w^ith
Nolan wasn't interested in creating one, he wasn't prepared to push the
point, until Jennifer and Suzanne Todd requested one. 'Until this point,
I really didn't know whether Chris would know what he was doing on
the set either. I knew he had made a film before, but he had made it

over a year, shooting on weekends. I was a little bit nervous too and a
lot was at stake.' Arriving at Chris's office with his computer, Pfister
undertook a page-trim with his director, whereby the pair went
through the script, 10 to 15 pages a day. It enabled Pfister to ask all his
initial questions, and glean from Nolan was to be
just how the film
shot. 'As soon as I sat down with Chris, had a clear
I found he really
idea of how he wanted the film to look. The shot-list, for me, became
unnecessary, because I knew that Chris knew what he was doing, and
I was comforted.'

Nor was Nolan particularly interested in storyboarding, a process he

indulges in only to get him thinking in the right way. 'I get bored with
it very quickly,' he says. 'Most [storyboards] are drawn according to

conventions, and they have a comic-book feel to them, which doesn't

necessarily relate that strongly to where you're going to put the camera,
and what lens you're going to use.' For the scenes where Nolan found
it difficult articulating what he wanted to other crew members, story-

board artist Mark Bristol, who had worked on Nolan's recent

favourite The Thin Red Line, was used. Most perplexing for Nolan to
explain was the opening murder-in-reverse sequence. 'Generally, I'm
very good at visualizing things in my head pictorially, shot to shot, but
on that scene, I was having a very hard time conveying what I wanted
and what would be practical, because there were effects involved. The
whole reverse nature of it meant that it was actually very helpful to
have the shots as pictures, so I could show people the order in which
they were going to take place.'
Pfister also spent some of his pre-production time visiting the loca-

tions that had been approved by Nolan. 'We had a wonderful location
manager,' he says. 'All those locations were together and locked within
that two-week period.' Scouted by Russ Fega, the procedure began
weeks before with Podesta, who was shown a selection of locations.

153
before deciding what was or was not appropriate. Initially, Fega wanted
the motel to be from the Safari Hotel chain. 'We said, "No, no, no!",'
says Podesta. 'We wanted something anonymous. We were looking for
locations that were exchangeable with each other, which was not that
easy. Chris specifically didn't want it to look like Southern California.
He was thinking more of Middle or Northern California. We were
looking for a place you could not place. A no-place. A place that is per-
vasive, everywhere, but you never look at it, for the most part.'
Looking for buildings that were all built in the same period - chiefly,
the early 1970s - the motel chosen was actually called The Hillcrest
Inn. Based in the middle-class suburban area of Tujunga, north of Los
Angeles, it was removed to 'complete the
re-painted with certain signs
monochromatic quality to it', as Podesta puts it. Nolan, who points out
the actual search for the right motel was one of the lengthiest location
scouts, specifically wanted a 'motel that pretends to be a chain, that has
ripped-off a chain, butis actually family-owned'. While the motel had

to bere-named the Discount Inn (one of a number of names Nolan had

thought up to imply the inherent shabby nature of the place), Nolan
was particularly pleased with the motel they settled for:

It was such a very, very peculiar design. A courtyard motel, totally

enclosed, with these weird bars on some of the entrances. All of the
angles of the courtyard are slightly off, so one end is shorter than the
other, one balcony isslightly higher than the other. We were limited

as to how much we could show of that, but - to me - it's very nice

when he room for the first time, and he goes down the
leaves his
staircase into the office. To me, you really do get this sense of spi-
ralling, cycles, circularity. It's the perfect motel for what we were

looking for. You wake up, you walk out the door, and you can't see
anything outside of the courtyard. It's totally closed in. Very surreal.

It wasn't entirely set up for shooting, though. While it already had a

prison-like quality, even up to the bars on some entrances and paint-
stripes above doorways, the feeling of claustrophobia was further created
by Podesta, as she continued the paint-stripes across the roof - thus
locking Leonard in with a series of verticals and horizontals.
Jonah Nolan was particularly taken with the real residents:

Iremember going up to the motel where Leonard was supposed to

be staying, and the characters who were actually staying in the

154
 motel would've made fantastic extras in the film. The people who
owned the motel had just rented it out. They took the money and
ran. I made the customers aware of the fact
don't think they even
that the production company would be descending on the motel,
closing off the entire premises, forcing people to stay in their
rooms, and - of course - turning the air-conditioning off. In

September, in the Valley, the wind can blow back in, and it gets red-
hot out there. Asking people who do
live in a residential hotel to

that didn't go over very well. That really felt like you were actually
there. Sitting there on the set, you could forget about the camera
crew. It felt completely genuine.

For Sammy's house, a suburban house was chosen close to Pasadena

and re-dressed. Podesta was automatically drawn to the house because
of its large, glass-panelled front door, which helpfully aided her design
motif of light diffusion. 'It was quite a ritzy house and very, very big,'
she says. 'We had this eight-foot couch to bring the scale back down.
There was a half-wall, when you walk in, that divides the room, and
made it feel a little bit more compressed. In reality, it was huge, but on
camera - behind Sammy - it looked like a little half-wall. Things were
over-scaled to make the room feel smaller; that was kind of strange -
to show that Sammy was in the space, and surrounded.'
Natalie's house, meanwhile, was in Burbank, in a white picket-fence
middle-class neighbourhood, close to Memento^ sound stage. 'The
thing about Natalie was that she still lived in the house that her parents
had occupied, and she was a bit of a pack rat,' says Podesta. 'She real-
ly hadn't got rid of their stuff. You can see that in the design and the

furniture, which is quite a bit older.' Much work was put into making
it look 'a bit down', as Podesta calls it. Re-painted, it was given a new

fence and blinds. It entirely fooled Jonah, who arrived in town just as
production started.
'Right in the middle of this block was this complete shit-hole. At first

it didn't even register, because it looked so natural. You walked inside

and there's shit all over the place. It took four or five days, when we
had wrapped there, before someone pointed out to me that the fence
wasn'treal, the colour of the house wasn't real ... all of it was fake. I

was blown away at how people can put these things together in such a
way that you wouldn't even notice it.'
The tattoo parlour was not even that; based about three miles away

155
from the motel in Tujunga, the space had just been leased, and was
empty. 'When we shot there, all the stuff was still in boxes,' says Podes-
ta. 'It's part of the reasons why the design of the interior has the divider
wall, with the tattoo designs on it. In the actual location, you couldn't
actually see into the building from the outside; you'd see the reflection
of the window. You can't really see into the building 'cos it would be a
stage set. That was the way we did that the whole time. Wally did such
a great job of melding those moments together.'
As you may have guessed, the name 'Emma's Tattoos' was in honour
of Chris's partner, and the film's associate producer, Emma Thomas.
'As with all films, you have to go through the process of clearing every
location name, and I can't remember the name of the original parlour
- I think it was 'Mary's Tattoos' - but we couldn't clear it. It seemed
obvious that there weren't any other 'Emma's Tattoos' any-
likely to be
where in the United States, and sure enough there weren't.'
The exterior of the derelict building proved more troublesome.
Owned by a train company, it was a Spanish-styled brick building
that seemed ideal. A week before shooting began, Podesta sent an
assistant down, on a hunch, to see once again what it looked like.
Dozens of full-sized train carriages had been placed there by the
company since the location had first been scouted, rendering it
unusable. 'We had to change locations a week before they were
going to shoot the exterior, and we had already built the interior,'
says Podesta. 'So we had to find an exterior that would architec-
turally work with what we had already built, and that I could blend
back together.' It also meant scouting a whole new location on a
weekend, when filming had begun: 'a nightmare', as Pfister called it.
Russ Fega's alternative suggestion was an oil refinery based in Car-
son, near Long Beach. 'He was a bit sheepish about suggesting it,'
remembers Nolan. 'He said it was way over-used in TV and films.
When you go down there and look around the place, it feels too famil-
iar. Way too familiar. It has all these weird different aspects. Right to
the of where we are shooting is this massive, complex oil refinery
left

that you would recognize from every other movie.'

At it happens, with Nolan tracking in and out of the scene as the
vehicles approach or leave the area, dwarfed as they are by these three
rusty tanks, the location is made to feel quite unique to Memento. For
the sequence where Leonard burns his wife's things, the same location
was used (rather suitably, given what the character is doing in the

156
scene), but on the other side of the over-filmed refinery. 'We were
shooting these weird concrete blocks,' says Nolan. 'They looked
almost like a graveyard, which was very apt.'
Fortunately, the Ferdy's Bar location proved a lot easier to secure.
Called The Blue Room, and located in Burbank just three blocks from
the production office, as the name suggests, its colour palette matched
Podesta's to a tee; the blue walls and ceiling needing no alteration by
the crew. The cafe where Teddy talks about memory with Leonard was
actually The Grinder, also in the vicinity. As for the restaurant scene
between Natalie and Leonard, an establishment in Pasadena was used,
though Podesta once again went to town on the walls, shading them in
sea-green - a similiar colour to motel clerk Burt's work shirt.
A book of pictures was then compiled to show to Nolan, who had
specific ideas for each location. 'Russ would go out and photograph
the locations in a very particular way. He was able to really interpret
what I wanted and really come up with interesting ideas. It was tricky
because I wasn't looking for the most baroque or unusual locations,
which I think people very often are on low-budget films - they're just
looking for anything that looks interesting. I was most concerned to
find a banal reality that was just skewed enough to express the story,
but was very much in the story.'

157
 Chapter 6

'Do you have a pen?'

The Origin of the Film

Memento Mori
So we end at the beginning; the seed of an idea is always the hardest to
trace, artists of any sort often reluctant to pinpoint their source of
inspiration. Like many films, Memento 'is based upon' a literary
source. In this case. Memento Mori, the short story written by Chris
Nolan's younger brother, Jonah. Curiously, the story had not been
penned when Chris first heard his brother's premise, on the now-infa-
mous road trip he and Jonah took from Chicago to Los Angeles, when
Chris was relocating to the West Coast. As diverse as they are similar,
the film and the story began in earnest on this trip, each brother taking
the kernel of this tentative idea and exploring it in his own way.
'The story's a funny one,' says Jonah. 'I've been trying to come up
with a good set of origins for some time now. The place where it came
from was out of a collection of different influences.' When I first speak
to Jonah, rather aptly he's on the road, making another trip across
country. When we resume our conversation he's house-sitting for
Aaron Ryder in Los Angeles. With an accent as American as Chris's is
English (he is five and a half years younger, and so spent his scholastic
years in the States), he seems to embody the drifter spirit that you just
know exists inside Leonard Shelby. He talks like a writer, carefully
delineating his story, so you hang on every word.
Back in 1996, while Chris was in England finishing up Following,
Jonah was over three thousand miles away at Georgetown College,
Washington, DC. He had taken a General Psychology class, which,
inevitably, led him to thinking about memory loss. 'In Psych classes, they
love to talk about "anterograde amnesia" - chronic short-term memory
loss. It's not a particularly common affliction in young people. But it does
provide a window to the way the human mind works. I found plenty of
material devoted to it in the textbooks, so I had that in my head.'
The following semester, just three days into his course in International
Relations, he decided he needed time out; hot-footing it to New

158
Zealand, where some relatives owned a sizeable dairy farm, Jonah
decided to work
and clear his head. There he stumbled on a col-
there
lection of heritage books and picked up Herman Melville's masterpiece
Moby Dick. Like we all have with books that have stood the test of
time, he had many preconceptions about Ahab's battle with the
leviathan. 'I always had this idea in the back of my head that it would
probably be my favourite book - I don't know why - but I read the
thing and, of course, it's clearly my favourite book. It's a book best
read when travelling. You're out there, and you're a little bit unnerved
yourself. I spent a month and a half reading it and it put me in a state of
mind of revenge. That's the seed, and the seed came with me.'
He quit the farm soon after, and, after a spot of hitch-hiking and a
Stateside detour, he wound up back in the UK. Deciding to travel
Europe, he flew to Madrid with his girlfriend. Arriving late that
night, he consulted the guide book for directions to a hostel, which
sent them in the wrong direction. Walking in circles through the city,
they got picked up by three thugs, looking for easy targets. 'Such as
stupid Americans with backpacks!' he guffaws. Aware they were
being followed, they pressed on regardless, even stumbling upon a
sign for the hostel.
'I think we're home free,' he recalls. 'We cross the street, and wind
up in a dark little alley. We arrive at the lobby and there's nothing
there. Just a mailbox, and two flights of stairs. Suddenly these three
guys are in the lobby, and my girlfriend does the right thing, and tries
to bolt out the door. They grabbed her They all had knives. Before
first.

I know it, my knife is out of my pocket, and I'm being held at the
throat with another one.'
As it turns out, the hostel was one flight up, but with the ground
floor nothing more than a hoUowed-out shell, the crooks could afford
to take their time and search through their captives' possessions. 'For
the first thirty seconds, I was shit-scared. After thirty seconds, I realized
I was six inches taller than all three of these guys. Here they had me in

a situation which I knew would bother me for months. It would fuck

up the way I travel and I would obsess about it. So I start to get pissed
off. And I'm just standing there, with these guys. They're even more

scared than I am.'

The trio found a camera and petty change, and scarpered, leaving
both parties unharmed but shaken. Spending the evening diffusing,
Jonah and his companion did not, as the police suggested, 'do the

159
responsible thing' and visit the station to pick out mugshots. 'I knew I

wouldn't be able to pick them out of a crowd,' he says. 'Your eyes are
filmed over with anger after thirty seconds, so you're not taking any-
thing in.' Returning to the UK, before later completing the European
trip, Jonah felt himself victimized, and the mugging stayed with him. 'It

stuck in my head that no resemblance to the movies you

real life has
grow up watching. In that situation, my kung-fu moves didn't manifest
themselves. I didn't have a surge of bravery, which you always figured
you would have. It was so quick and so clinical, and then you spend the
next three months obsessing over what you could have done.'
Things began to congeal in Jonah's mind as he returned, like the
prodigal son as he says, to his parents' London home. 'One night, I was
whiling away the rest of my days before I was due to drive back across
country with Chris - as he was moving to the States. I was lying on the
floor - where my makeshift bed was - and something popped into my
mind: this image of a guy in the motel room. He has no idea where he
is, and no idea what he's doing, and he looks in the mirror and notices

he's covered in tattoos. I couldn't tell you where that came from. But
that was what I got.'
Taken as a still - think of the oft-printed publicity shot of Leonard,
with Natalie behind him, uncovering his torso to see his own tattoos - it
is a shocking and surreal image to arrive in your mind, unaccounted for.

It speaks volumes for the ten-minute cycle that Leonard finds himself in,

the waking dream he constantly experiences, the repetitive shock of dis-

covering your loved one is dead. It's also an image born for the cinema.
'From the very beginning, I had the idea that this would make a
better piece of cinema than it would a piece of writing - even before I
had talked to Chris,' says Jonah. 'The first thing that came to mind was
not a words, but the image. The story wasn't a throw-away. I'm
set of
quitehappy with what I came up with. But I knew it would come
through a bigger form. The idea was truly intended, somewhere down
the road, for the cinema.'
Chris himself was particularly taken with the idea of the tattoos.
'When my brother told me the story, I really responded to that. It
speaks to me most extreme form of recording experience or
as the
information.' The picture of a man staring in a mirror also opens up
the central question of Memento: who we are, and how we perceive
ourselves. Undoubtedly, we all have a self-image that differs vastly
from how others see us. The raw truth of a mirror is sometimes too

1 60
much to bear. 'I think most people think about themselves from looking
at themselves in pictures, and in the mirror in the morning, and catch
glimpses of themselves in the street,' says Jonah. 'When w^e get closer to
what v^e look like, or what we're doing,
becomes shockingly apparent.' it

Prior to driving with Chris across country, Jonah had taken a short
camping trip in Maine, which drew his attention to this. When he
returned from his sojourn in the woods, he was stunned at what he
saw. 'I didn't look at myself in the mirror for eight days. I looked like
a wild animal. If you ever see a wild animal up close and personal, they
have this sheen of filth all over them. It's not like a domestic animal, it's

wild. When I looked in the mirror, that's what I saw: someone I didn't
recognize; hair standing up, blemishes, bits of dirt, soap and mud
smeared all over me. It was kind of shocking. I don't know what people
did before mirrors!'
July came, and it was time to drive. As befits an idea based on
memory, the brothers remember it slightly differently. Travelling in
their father's old Honda Prelude, Chris recalls Wisconsin, Jonah the
'fairly dreary state' of Minnesota, when the idea was hatched. Either
way, the 'homogenous American roadside', as Chris calls it, was there

for both to see. Jonah's Chris Isaak tape was stuck in the machine, a
perpetual looping sound that appropriately symbolized Leonard's
quintessential dilemma. Preparing to tell Chris he was working on
something big, Jonah recalls just how nervous he was.

I'd talked to my brother about ideas before - and met with little

success. Chris is the kind of guy who doesn't get enthusiastic about
things. He doesn't bullshit you around much. The idea had been
rolling around for a while, and I was quite happy with it. Sure
enough, I got lucky and he thought it was pretty cool. We kept

driving, and we kept talking. The funny things was, he immediately

started to turn it around in his head. My brother is one of these
people ... he would probably attribute it to his left-handed ability.
He has an odd first way of looking at things. The second you pitch
him an idea, he'll start reversing things and inverting them. I don't
really know where that comes from, but it's a certain skill he has.
He puts it together as an object he can handle; he rotates it, flips it

around. It's in his head so clear he can see it in three dimensions.

Got a name for it? Chris asks. Memento Mori - it means 'remember
to die', says Jonah. Won't work for a film, Chris thinks. 'Great title,' he

i6i
says. Within minutes, Chris was thinking of the film in terms of a
screenplay.He didn't know whether Jonah would permit him to have
a crack. 'You never know when somebody has an idea that personal
and that good whether they want to sit on it and figure it out for
themselves, as he clearly hadn't. He knew the story. He didn't know
the form, or quite what he was going
do with it. In retrospect, he
to
may have told it to me because of that. He was looking for somebody
to take it in a different direction, and do their own thing.'
In retrospect, Chris was not surprised to hear that Jonah was nervous
about confiding in his older sibling. Ideas are fragile things, he says.
'Anytime you tell anybody an idea that you think is important or
interesting, you're actually putting a lot on the line. If somebody
shoots one down, it's gone for ever.' A series of concepts not yet fully
formed, Nolan knows just how difficult it is to articulate to another at
this crucial stage. 'It's remember a dream, and trying
a bit like trying to
to explain it. It makes it so much less than what it was in your mind.'
Sensitive to his brother's needs, Nolan was also aware of a time when
the situations were reversed:

I showed him the screenplay for Following, and we talked about it.
Whenever I've shown him things, he's always had interesting advice
and it tends to stick in my head. The thing I always remember is
that he said, 'The only way it will work is if it's incredibly fast and
efficient.' Which the screenplay was anyway. He had tapped into

what I was trying to do, which was tell the story with no padding,
just the bare bones.That banged around in my head for a long
time. It was very and confirmed what I thought of
useful advice,
the material, but when you get that external confirmation, it
bolsters you.

The remainder of the summer, the brothers were apart, Chris in LA,
Jonah back in DC, preparing for college. Chris, already wrestling with
the idea, wanted to see Jonah's first draft. 'He kept hassling me,' says
Jonah:

I him a very rough first draft at the end of the summer. It was
sent
just bits and pieces, the nuts and bolts of the story. It was about
five pages of notes and descriptions and narrative - which was

actually what the final story would look like. I was trying to tackle
the same problems he was; which person, which tone, which tense,

162
 do you employ to try and tell the story of a man with no short-term
memory? How do you make that happen? We both thought using
first person was the way; the most interesting way of doing it.

Really getting inside his head. Not looking at him from an out-
side perspective, like telling the story through the eyes of a police
investigator, or whatever. was stumbling with that, in terms of
I

writing, trying to figure out a way to do it. I came up in the end

with a dialogue that was between first and third person.

Chris's urgency came from wanting to start writing, and not feeling
he would be able to until he had read Jonah's first draft to use as 'a
jumping-off point', rather than basing it simply on their conversations.
'I eventually convinced him to send me a draft, which was an early draft,'
says Chris. 'I was immediately struck by several of the images he had put

in; things had already decided that would go in the screenplay.'

I

Call it shared consciousness or sibling symbiosis, but both Jonah and

Chris hit on similar ideas at points without having discussed them with
each other. In the first draft of the story, a line about a shower curtain
is used as a metaphor for the description of the killing. 'I'm actually

quite squeamish about thinking of those kinds of things,' explains

Jonah. 'But Chris had already come up, independently, of this idea that
the wife would get caught behind a shower curtain.'
According to Jonah, Chris wasn't particularly enamoured by the
name Earl for the protagonist. 'My brother called me up one day and
said he thought the name Earl was stupid! Naming characters is hard;
coming up with something that doesn't sound too artificial, but is
interesting and memorable. I got stuck using Earl over and over again;
I don't quite know where I got it from. Chris had a different take on it,

and he came up with Leonard.'

Memento Mori is most certainly recognizable as the blueprint for
Memento^ but not merely because it concerns a man with short-term
memory loss who lost his wife in a brutal murder. Evocative and
poignant, it juggles with the same themes and ideas as the screenplay,
but emerges with a distinct slant on them. In terms of tone, Jonah's
writing contains the same grim humour that is found in his brother's
screenplay. 'Must be a hell of a story, if only you could remember any
of it,' we hear, recalling the numerous 'memory' gags made at
Leonard's expense. Earl, it seems, has a healthy manner of provoking
himself; practical notes are pinned around his room, for when he's just

163
blazed up a cigarette, that read: 'Check for Ht ones first, stupid!' Later on,
the humour blackens, as Earl is told, with his condition, he can no longer
have a normal and hold down a job: 'Not too many professions value
life,

forgetfulness. Prostitution, maybe. Politics, of course.' Equally, his

images are chosen with a degree of perspicacity, describing
Earl/Leonard in a way that his brother's screenplay can only hint at, such
as the state of purgatory he has reached. Explaining what Earl has left, we
are told he lives with his 'finite collection of memories, carefully polishing
each one', his past life 'set behind glass and pinned to cardboard like a
collection of exotic insects'. Also delighting in ambiguity wherever
possible,Jonah uses 'maybe' whenever he can. 'Maybe then he notices
the scar';'Maybe you can't understand what happened to you'; even
the weather is either early spring or late autumn, 'one or the other'.
Set, partly, in the hospital that Earl is admitted to after losing his wife,
it can be viewed as back-story to Leonard in some way, an account of
how he first geared himself up to setting out on a quest for revenge. As
we words of the story, 'If this moment is repeated
are told in the final
enough, if you keep trying - and you have to keep trying - eventually
you will come across the next item on your Hst.' In other words, with no
short-term memory to speak of, motivating yourself to such a deadly
assignment is a laborious and methodical task. Emphasizing the cyclical
we see him staring at the photo of
nature of Earl's predicament, twice
show the perpetual nature of his quest.
himself at his wife's funeral, to
Jonah draws comparisons between Earl and Man, each of us being
'broken into twenty-four hour fractions'. Earl/Leonard's 'fraction' is a
great deal smaller, of course, but the principal of writing a list of instruc-
tions to combat this problem is the same. While Earl needs to work his
way through a series of commands just to function, we all need a list to
combat the variety of personalities that tussle with each other inside of
us. 'Every man is a mob, a chain gang of idiots,' we are told; the sex-
addict, followed by the introvert, and the conversationalist, and so on.
Only briefly, every day, do we reach a moment of clarity, or 'genius',
where the 'secrets of the universe' are open to us. To remain in tune with
this state, we need 'a master plan'; steps to repeat ad infinitum to keep
us aligned with the planets, as it were.
In many ways, it intensifies the Earl/Leonard character's daily
problems, detailing the highly structured routine he must go through
each day. Alternating, as Jonah said, between first and third person, the

story, chronologically speaking, switches between past and present.

164
The by Earl to himself; an account of
first-person segments are written
how an pen explanatory notes that
'earlier version' tries desperately to

will be found later on by himself, in the hope that - with his recent
memory fading away - they will incite him into action. In the bathroom,
for example, he finds one that says: 'If you can still read this, then
you're a fucking coward.' On the back, it says 'PS. After you've read
this, hide it knowledge that ,within minutes or
again.' Written with the
hours. Earl will not remember what he has just done, the tone of the
voice is weary, hinting at how futile the exercise really is. As he says:
'It's a shame, really, that you and I will never meet. But, like the song

says, "By the time you read this note, I'll be gone.'"
At one point, the 'former' version of Earl buys a bell to carry around,
in the hope that it will remind him ~ through conditioning - of his
predicament (not unlike the 'Remember Sammy Jankis' tattoo). As an
example, we read an anecdote about ancient burial-sites, where the rich -
fearful of being buried alive - would have a piece of string running from
coffin through an air- tube to ground level. On the surface, the string
would be attached to a bell which could be rung if, by some chance, the
deceased turned out to be alive. Earl's bell, of course, is purchased to help
remind him he is him from the dead, as it were.
alive, retrieve

Opening with an apt quote from Melville - 'What like a bullet can
undeceive!' - that recalls Leonard's slaughter of Teddy at the film's outset,
there are a number of parallel moments in story and screenplay. Scenes
that can be recognized, in some way, in the final film include Earl notic-
ing an arrow on his wrist, which leads him to unbutton his shirt and
unveil the tattoos to remind him of his quest (including a police sketch
of the assailant on his chest); the desperate search for a pen, as he tries
to record information permanently (in this case, having just killed the
man he believes to have murdered his wife); Earl's system of Post-it
notes, resembling Leonard's maps and Polaroids; and his visits to the
tattoo parlour.
The story also introduces the motive of revenge - and how it relates to
time. While Memento has Leonard deliver the 'How can I heal?' speech,
highlighting how he has no concept of time and thus is repeatedly struck
by grief. Memento Mori informs us that Earl is unable to forgive,
because he 'can't remember to forget', a Leonard also utters when
line

burning his wife's things. Time, we are told, for most people is 'three
things' (past, present and future). For Earl, it is just the present, the
moment he lives in. Calling him the 'ten-minute man', the story pre-

165
empts Chris Nolan's structural device, whereby scenes do not last longer
than this amount of time, to keep us within Leonard's 'present' moment.
Symbolized by the absence of a watch on his wrist - after all, that was for
'the you that believed in time' - Earl is a man out of time.

Chris, rightly, believes that the screenplay and the short story arrive
at the same place, but in both different ways and different manners:

We two methods of storytelling - one in the short-story,

arrived at
and one - that, when you analyse them, are clearly related,
in the film

in terms of the alternations between subjective and objective, but

they're arrived at in completely different ways. I didn't set out, for
example, to write a story that alternated subjective and objective. I

set out to write a story that looped backwards. That was my job.
Jonah's was, even in the early draft, an alternation between first

and third person; the dialogue between two souls.

For Jonah the following year of college was a blur, punctuated by his
external correspondence with Chris, who wasaway on the
toiling
screenplay. Jonah continued writing and revising number of
his story; a
versions exist, one passed out to people before production on Memento
began, and a later effort, penned while Chris was editing. It was this
that would later be published by Esquire magazine - a deal that had
been struck after Emma Thomas had contacted a number of publishers
on Jonah's behalf. 'She is much more sensible than I am and more
acutely aware that I will need to put a career together,' he says. 'I

remember was in an airport lounge in Bangkok, after a few weeks in

I

Thailand. Got an e-mail from her saying Esquire had bit, so I did my
little dance around Bangkok International airport.'

Jonah's revisions were a process of experimentation, his pages a

writer's playground. He recalls the introduction to an anthology of
amnesia fiction he later came across. 'The [intro] talks about first-time
writers being drawn to amnesia because of their own psychological
condition, staring at a blank piece of paper. Most typical amnesia
stories begin with a character staring at four blank walls.' Jonah, as is

clear, already had his idea solidly ingrained in his head. Despite settling
upon the more-than-adequate dialogue he used between third and first

person, Jonah carried on playing, hoping to send tremors through the

lit-crit world, aware that - just like an idea - once published, a story is

in the public realm and cannot be recalled. 'My original intention with
the book - trying to re-invent the entire form, which most writers try

1 66
and do early in their career - was to decide that page-reading wasn't
good enough,' he laughs. As mentioned in connection to his conception
for the website, he briefly pursued a deck-of-cards format, offering the
reader the chance to shuffle the pages and investigate the story from a
series of randomly ordered perspectives. 'No one does this with books,
but they do with magazines, flicking through to find the article they
want,' says Jonah. 'Chris, as he's left-handed, has this thing where he
reads magazines backwards.'

The screenplay
It'san interesting - though admittedly moot - point as to whether
Memento would ever have been written had Nolan stayed in London,
rather than moving to Los Angeles. Undoubtedly, Jonah would have
shared the idea at some point, but there would have been no cross-
country road trip as an excuse to tell it. More importantly, unlike
Following - which is a very London-centric movie - a UK-set
Memento would not have worked.
'It wouldn't have been the same film,' contests Emma Thomas. 'He

didn't write it until he moved to LA, and a lot of the themes of the film,

in terms of anonymity, I don't think would've translated to England. I

don't think you could set it in quite the same way over there. Here, in
California, you can drive all the way up to San Francisco, and not really
know that you're in a different part of the state. There are lots of small
towns that have the same basic buildings, like Dennys and Motel 6.
You just don't get that in England in quite the same way.'
Chris sees the story as a quintessentially American one, dependent
on being set in a vast country with an identifiable homogenous culture.
'There's something about the landscape. It's not specifically LA. We
shot around Southern California. There's really nothing in the film that
you could recognize as LA. That seemed very important to the story, to
be getting lost in this landscape. There is a sense that the setting, and
the relationship between the setting and the predicament of the char-
acter is very American.'
His new-found home proving the perfect artistic inspiration, Nolan
set his mind to the problem of telling a story about a man with short-
term memory loss. No more than two months after he had received
Jonah's first draft, he excitedly called his brother long-distance with the
notion of how to tell Leonard's tale: sdrawkcab.
'He told me that and there was a long pause,' says Jonah:

167
 He probably waited for me to say something, and I think I wound
up saying something poHte, rather than informative. I did think for
a little while that he was off his rocker. I thought he was nuts! I
thought he was being silly. I thought it was an extension of his
impulse to invert things. At the time, I wasn't familiar with Pinter's
Betrayal, the Seinfeld episode, Martin Amis's Time's Arrow. It did
strike me as a pretty novel concept, but also as such a simple idea
that surely it must've been tried before and surely it must've failed.

As already noted, Chris had read the Amis novel, but had seen neither
Pinter's play nor, indeed, the episode of US comedy Seinfeld that ran
backwards, and claims not to have even been aware of them at the
time. 'If I ever had, I never would've done it, because you would have
said, "Well, someone's done that,'" he reasons. 'That's part of the
creative process for me. don't watch other films, or read too many
I

other books. You and go deep into your own mind. It feels very
just try
much at times like somebody else has done everything that you might
come up with. I don't waste any time worrying about that. In trying to
decide how to visualize it, I had plenty of influences I wasn't aware of
while I was doing that. In retrospect, once you've finished the film, you go
back and look at it, and you can see other films feeding into the material.'
Unquestionably, Nolan is working very much from the tradition -
'the structural adventurousness' - instigated by the likes of Sidney
Lumet and Nicolas Roeg in the 1970s. Films like Lumet's The Offence
and Roeg's Bad Timing and Don't Look Now, Nolan had seen when
he was younger, and were undoubtedly buried in his subconscious
when he was thinking about Memento. Roeg's 1980 film Bad Timing -
the grim tale of a torrid affair conducted between a psychoanalyst (Art
Garfunkel) and a woman (Theresa Russell) he meets in Vienna - has
more in common with Nolan's Following, with its triple time-line.
With the film roughly divided into three stages, each section flashes
forward or back in time, crossing the time-span of the relationship,
which culminates in an act of necrophilia. Less structured than Following,
the disorientating narrative has the effect of dislocating the characters
from the world around them. In many ways, such an effect is also
achieved with Memento - the backwards-structure reducing Leonard's
experience to the 'present', setting him adrift in time.
Lumet's 1972 film, the story of a policeman (Sean Connery) who
cracks under the weight of the gruesome sights he must contend with on

168
a daily basis, makes an interesting comparison to Memento. Hinging on
the interrogation of Baxter (Ian Bannen), a suspected paedophile, by
Connery's acerbic, embittered Detective Sergeant Johnson, John Hopkins'
screenplay sets out to reconstruct through memory what went between
them both. As Trevor Howard's probing superior states, 'I have to find
something like the truth,' the key word being 'like', suggesting - like
Memento - that 'truth' is a subjective concept. By the conclusion, it is

suggested Johnson has tendencies like Baxter's, as he asks him if the

paedophile's mind is full of 'thoughts, shadows and darkness' (as, we
infer, is - the Sammy to Johnson's
Johnson's). Bannen's paedophile
-
Leonard, perhaps even has two scratches on his face, like Leonard.
Whether Nolan meant such tributes or not during the writing process,
on the surface his thought processes worked on a more immediate level.
'What I do is sit there and think, "What do I want to do? What story do
I want to tell? And how do I want to tell it?" The reason I was so excited

to arrive at the idea of telling the story backwards was simply that Fd
been struggling to find some kind of solution to the problem Fd set myself
of telling the story of someone who can't remember in the first person.'
He recalls the moment when the idea first came to him. The Honda
Prelude that they had driven across country in had just broken down
the night before. Sitting at home, that day, waiting for Aaron Ryder
and Emma to return home and take him to the mechanic to discuss the
plight of their vehicle ('It was dead!' he sombrely recalls), he began to
get the feeling of an idea. 'You just sit with it for a little while. You
know that feeling when you really crack something? That it's gonna go
somewhere. Emma and Aaron came home at lunch to pick me up and
I told them both, 'I've just had the kind of idea I only get about every

two years or so,' which is true - that seems to be my pace of creativity.

I didn't tell them what it was.' Ideas, after all, are fragile.
After the triple time-line structure for Following, to go backwards
would seem the next logical step for Nolan, whose theory of film
narrative revolves around re-training the audience to view the flow of
information presented in a different way. After fifty years of being
on television, Nolan believes the medium has held
fed linear stories
back the development of the visual narrative:

Things are simpler now than they were back then. I really think it's

TV. It's entirely linear, it has to be. It's changing now, but you
have to be able to watch the last ten minutes where they explain

169
 the whole story, so you are narratively satisfied. As soon as VHS
came along, you could control the time-line - when you watch it.
The actual experience of film might well have pushed much fur-
ther if not for having to be compatible with people's expectations of
this visual medium. People get used to watching TV in that way.

Highly influenced by Graham Swift's novel Waterland, Nolan

points out that the non-chronological structure that Swift employs
would never be questioned by novel readers, for it's simply accepted
as common widespread introduction of
literary practice. Prior to the
television, Nolan believes film had the potential to go the same way.
Think of Citizen Kane now. The narrative structure is incredibly
inventive. Every other aspect of film-making, since that film, has
advanced enormously. I now have incredible editing freedom that
people making films back then didn't have. I can have an incredibly

fractured mise-en-scene that people can put together like that. But
narratively, things are simpler now than they ever were.'
In many ways, Nolan's belief in the freedom that prose literature can
achieve has been wound tightly into Memento^ narrative. He calls a

book 'a possessory experience', meaning that it can be re-read until the
reader is satisfied with his or her understanding of the writer's inten-
tions. He cites Jonah's story, as an example. 'It's a very bare bones
story. It's works very well as a story, as it hints at
the kind of thing that
this much bigger thing you could grow it into. Kind of the point of this
story was to suggest things to you and allow you to mull it over. Peo-
ple are much happier doing that with a short story or a novel than they
are with films.'As it turns out. Memento emerges as a film that people
have been more than happy to revisit and mull over.
Keeping regular writing hours - 'I don't write in the middle of the
night. I don't do anything in the middle of the night. I never got into
those crazy hours' - Nolan wrote the screenplay on a computer (unlike
Following)^ which enabled him to easily check how it would read
chronologically. He did not begin constructing the screenplay, though,
until he had thought out his ideas thoroughly:

I won't write something until it's ready. There are people who reli-

giously write a few pages every day; I'll get to that in a project.
Once you've got 30 or 40 pages in, you have to start disciplining
yourself, otherwise you'll never finish. Scripts are very hard to
write, in terms of that it is very hard to sustain your interest, once

170
 you've done the exciting bits. That's another reason why on some

projectsyou don't fully form where the story is going to go,

because you don't quite know yet. I think Memento was right in
between; I knew more or less where it was going because of the
cyclical nature of the story, so I felt free to dive into it, but I didn't
really know where it was going plot-wise.

What was clear, by this point, though, was how a man with short-term
memory loss could function in the real world, or at least in the world
of a cinematic narrative. *I knew he would need an extraordinary focus
of energy and a specific goal for his
life that could never be let go of.

For Leonard, in a way, the worst thing that could happen to him is to
achieve his quest, because then he's left with nothing. For me, that's
quite a compelling way to look at the way somebody lives their life; the
things that they use as points of focus to distract themselves from the
bigger picture, asit were, their place in the universe, if you like.'

To anchor Leonard's story, Nolan used the crucial Sammy Jankis

sub-plot, ostensibly a means of showing the audience a character with
the same condition in a more everyday setting, how it would appear in
the banal reality of life when not on, as Chris puts it, a 'crazy quest'.
For Nolan, itwas vital the script acknowledge the extraordinary
nature of the Leonard situation, its melodramatic nature. 'If we
acknowledge that in the film, which I think we do through the Sammy
story, we're suggesting to people that a lot of the melodrama is subjec-
tive. If you step outside the condition, and you view it in a different

character in a totally different context, it takes on a very, very different

feel, and you feel very differently to the Sammy Jankis character than

you do towards Leonard. To me that was an important contrast.' Until

Teddy suggests 'Sammy didn't have a wife,' Leonard's former client
becomes a touchstone for what not to do. It is a way for Leonard to
understand his own condition, and master it, by recalling Sammy's fail-
ure to cope with the disease. 'Sammy had no drive. No reason to make
it work,' says Leonard. When Teddy drops his bomb-shell, it sends

Leonard into free-fall as his fragile sense of self is attacked by external

'facts' that impinge upon his own dismembering of the truth.

While both siblings did some research on the condition of 'anterograde

amnesia' to grasp the basics, Chris deliberately avoided examining the
case studies they found too specifically:

As a writer, I don't want to be Tom Clancy. I'd rather just make it

171
 up, otherwise it was in danger of becoming a medical thriller. The
condition is a real condition but I don't present it in a realistic
fashion. The film is an exaggeration of this condition for its

metaphorical potential. I didn't want to feel too hemmed in, in

terms of where I could take the story with this protagonist. I

thought such a condition would provide a character and a very

interesting point of view from which to tell this story.

Jonah concurs, explaining that Leonard becomes a metaphor for how

everybody is and how everybody leads their life. By way of explanation,
he recalls one line from the original draft of his story that survived, to
some extent, in the final film: 'After all, everybody else needs mirrors to
remind themselves who they are.' Chris's screenplay warps it slightly:
'We all need mirrors to remind ourselves who we are. I'm no different,'
says Leonard near the end. Jonah remembers this revision took on an
alternative, bleaker meaning than was first meant. 'Originally, it was
about a guy trying to reassure himself that he's really not that different
from other people. In the film, that line has darker significance. No one
really has any idea who the hell they are.'
Chris had originally attempted to expand on the idea, with a line
that said, 'We all need calendars to tell us what day it is.' Deciding it
did not have the same tone as Jonah's line, he returned to the idea of
the mirror, and the process of self-identification - something that began
when his brother, of course, had spent a week in the wild without
seeing his reflection. 'That fundamental idea that every day you use
this device to essentially remind yourself what you look like is absurd.
In the case of Leonard, he's pointing out at the end that he uses more
crutches than the rest of us, but we all use those crutches. I just thought
it was such a striking notion, so I decided to save it for the end of the
film, and it said by him in a context where he isn't in front of a
to have
mirror. It becomes much more something he's thought about again and
again.'
As demonstrated in his perceptive essay, Dion Tubrett recgonises
that the mirror is ultimately John G. 'As the narrative reveals, [he] is a
kind of mirror for Leonard: a mirror-image, the inverse of Leonard;
and a double, an external embodiment of his negative attributes."'' As
he goes on to point out, Leonard's double remains unseen and has no

*Tubrett, Dion, 'So Where Are You?: On Memento, Memory, and the Sincerity of Self-
Deception,' Cineaction, Issue 56

172
independent identity; he simply becomes Lenny's motivation to live.

On a more personal level, Leonard's obsessive zeal to find his wife's

killers is a reflection of the film-maker's own drive to carry through a
project. 'For me, the process of film-making is all about obsessional
behaviour,' says Nolan. 'Directors, I think, after they have made a film,
are put in the position of the protagonist of this film, in that they're
having to focus on immediate day-to-day issues, but always trying to
place those issues in the context of an overall scheme of things that one
is trying to visualize in one's head. I think in the process of making any
film, directors are required to be intensely focused on a particular mental
image they wish to achieve, and that is very similar to Leonard.'
What is initially hard to detect with Nolan's screenplay is the conven-
tional sub-structure that runs underneath the narrative's backwards-
motion. Set in three acts, the twist arrives right on time, as we discover
Leonard is imprisoned in a perpetual cycle of revenge. 'I did that
deliberately, thinking that people weren't going to notice,' says
Nolan. 'To me it was important to create a film that people couldn't
watch in a passive way. They actually can, but they get a very different
film, and they do get an emotional journey, if you like. I've shown it
to people who don't care about plot, and they get a lot out of it; they
have an emotional experience, and accept the confusion as a clear
part of what you're meant to be experiencing, and follow the rhythm
of the piece.'
Jonah's early scepticism towards Chris's idea of a backwards film
would later disappear as Chris began sending him pages through. 'That
first scene, on that first page, I'll never forget reading that. With the
Polaroid snapping back in the camera, and the head reassembling
itself, it's a real moment. I'd never read or thought about anything
quite like it.' Trouble was, with Chris's words impinging on Jonah's
mind, it made working on his own version of the story difficult. 'I

found myself sitting there consciously trying to erase my memory of

what my brother had put together.' While the story kicked off the
screenplay, the script got fed back into the story and vice versa, the two
informing each other. Jonah gives an example:

I'm a pretty good bullshit artist, and the way to do this is if you tell

themost interesting story, compellingly, it becomes gospel. The

most flamboyant version of events, told well, becomes what
happened. To a certain extent, this is what Leonard is doing in the

173
 And what Earl is doing to himself in the story. He's telling his
film.

much better than these police reports can, in a way that's

version
much more believable.
By the time Jonah read the first draft of Chris's script, in the Spring
of 1998, he was hooked. He describes the process of watching his
brother work on his own idea as 'like feeding a virus into a Petri dish
and watching it multiply'. He cites the Sammy Jankis story, as an
example: 'That had nothing to do with what I came up with. I really
don't know where he got it from. It's a little frightening. People talk
about that as the emotional core of the film, which is understandable,
as the whole point of Leonard is that he's manufacturing emotion, to a
certain extent. He has emotional responses, but because he can't con-
nect chronologically with what happened, they're sort of arbitrary. He
props up his own emotions.'
Astounded that his brother, in the space of seven months, had taken his
idea and spun a dense, 170-page screenplay, Jonah still wasn't surprised
at the direction Chris was heading in. 'It's interesting to see how two
different people - with similar minds - would treat it, one as a story, one
as a film. To me, the broader strokes, and more important points are
there. You can see Chris's fingerprints; you can see the way in which he
was wrapping this story around film noir, and his understanding of film.'
Emma Thomas, meanwhile, remembers seeing the same early draft.
'He must have found it a frustrating experience, because I sat there on
the couch and read the script, tutting, going, "Oh, my God!" and flicking
back through the pages to work out where I was. I don't think he was
overly happy about that. From that point, even until the last week of
shooting, it was a work in progress. He was working on different areas
of the script. He definitely played with it, structurally, to make it easier to
understand.'
For Nolan, the rest of his time was spent simplifying the screenplay,
particularly in terms of thinning out the plot. Much that was specified
in the original draft, wisely, now remains hinted at in the finished film.

In the first draft, for example, Leonard stayed in two different motels,
to indicate more To prevent
explicitly the cyclical nature of his story.
unnecessary complications, two motels became two rooms at the same
motel. The character of Burt was, in fact, two characters initially. 'In
my mind, they'd always been the same character anyway, so it was easy
to strip that down,' says Nolan.

174
 while the Sammy Jankis sub-plot that Jonah was so taken with was
there from the beginning, it had been truncated from how it was first
written. Nolan had started out with a number of scenes relating to the
notion of appetite, where Mrs Jankis had stopped feeding Sammy to
see if he'd remember to eat. 'People who lose their memories potential-
ly don't, because the weird thing with hunger is thatyou stop feeling
hungry You don't recognize what you're feeling,' says
after a point.
Nolan. had all those things represented visually: hiding a sandwich
'I

away and showing him where it was, and then returning to the house
to see if it's still there.' The finished film only contains the briefest of
references to the story, as Leonard's voice-over tells us: 'It had got to

the point where she'd get Sammy to hide food all around the house,
then stop feeding him to see if his hunger would make him remember
where he'd hidden the stuff.' Interestingly, some lines cut from Teddy
and Leonard's conversation in the diner also revolved around food,
again strengthening the link between Jankis and Shelby. 'I never know
if I've already eaten, so I always just eat small amounts,' says Leonard,
adding, 'It's weird, but if you don't eat for a while then your body stops
being hungry. You get sort of shaky but you don't realize you haven't
eaten.'
Largely, though, the first draft and the completed movie remain
within touching distance of each other; the backwards-structure
meaning (as Chris would find out during the editing process) that it
became difficult to remove central scenes. Only another two drafts
were produced, each fresh one slightly less dense, before Chris was
ready to show the script to others. Aaron Ryder, who then lived
opposite Chris and Emma, was one of the first.
'I thought "Wow!" This is the most complex script I've ever seen. It

was 150 pages. It was incredibly dense, as you can imagine. You
couldn't pick up on the structure until about 30 pages in, because the
way it was told was so visual. At the same time, I knew it was one of
the most innovative scripts I had ever seen. I said that countless times,
as I sent it to agents. It was an amazing blueprint for what would
become a great film.'

The making of Memento

Ryder had arrived in Los Angeles in 1994, having trained as a director at
Emerson College. Employed by Working Title, initially as a production
assistant, Ryder worked on Stephen Frears' The Hi-Lo Country^ the

175
Coen brothers' The Big Lebowski, as well as the worldwide smash Bean.
Itwas here he struck up a telephone relationship with Chris's then-girl-
friend Emma Thomas, who worked at the London office. Offered a job
in the development department of the LA branch, Emma arrived in the
city in the spring of 1997, oddly enough filling the position just vacated
by Ryder, who had since been head-hunted by Newmarket. A financing
company that had invested on a limited basis in such cutting-edge fare as
Dead Man and The Usual Suspects, Newmarket, as we have said, had
just fully financed their first film. Cruel Intentions. Ryder was hired to

find new projects for the company to fund; little did he suspect that one
would be living in the mind of his next-door neighbour.
Ryder, of course, had been introduced to Chris by Emma, when he
arrived in July, full of thoughts about Memento. 'She brought with her
her boyfriend - who had just finished making his movie on weekends,
with a shoestring budget,' he recalls. 'Just what Los Angeles needed -
yet another resident film-maker!' Ryder's cynicism soon evaporated
when he saw what Chris had achieved with Following:

When I saw Following I was truly impressed. I knew how he

first

had made before he showed me the film. I always hate watching

it

films friends of mine have made, because you're always put in that
awkward position if it's no good. My wife and I watched it on the
Sunday night, and were so impressed. Clearly this guy knew exactly
what he was doing. That was enhanced by the fact that he shot the
film one day a week. That movie is not a linear film at all. I think
the structure is far more complex than in Memento.

By the time he read the script for Memento - 'perhaps the most
innovative script I had ever seen' - he and Nolan were firm friends.

Ryder was determined to get the film made, and he took the script -
along with another, for 'this small movie called The Mexican' - to his
bosses. Will Tyrer and Chris Ball.

Everybody here internally at Newmarket saw how great this film

could be. No one had ever read a script like it. We were all very,
very excited about it. Everybody initially was concerned about its
commercial viability, but it was what it was. We weren't trying to
go out and make an incredibly commercial movie. This was the
same company, after all, that had financed Dead Man and Velvet
Goldmine. We weren't just seeking movies like Cruel Intentions.

176
 It's great to have a balance of commercial films and ones you are
really proud of. This company has taken on first-
a lot of chances
time film-makers.

Nolan's script was optioned immediately, and Ryder then set about
ensuring that Newmarket would mitigate the financial risk as much as
possible. With a $4.5 million budget set, Summit Entertainment were,
as we have seen, brought on board to handle the foreign sales. The next
step was to bring on board a producer. Ryder suggested Team Todd,
the sister team of Jennifer and Suzanne, behind the Austin Powers
films. 'My feeling was the script could be seen as incredibly esoteric, an
art film,' says Ryder. 'It needed a commercial sensibility to it. Team
Todd, through their associations with Austin Powers^ bring that com-
mercial sensibility and credibility, too.'
Despite this, Jennifer Todd maintains that Team Todd is an outfit that

is best known for smaller-budget pictures, including HBO-portmanteau

drama If These Walls Could Talk and its sequel. 'The first Austin Powers
was a $16.5 million film; it was only the second one that got fat!
Suzanne and I tend to work in the smaller realm. We had been with
Newmarket for a while, and we got lucky that we were offered
Memento - and we were smart enough to hang on to it.'
Jennifer remembers reading the script, while in New York, working
on Ben Younger's junior Wall Street drama Boiler Room. 'I thought it
was kinda crazy. I got into bed quite late, with the script, and I started
to read it, flipping forwards and backwards. And I thought, "Oh
God, I'll never put this down!" So I started again in the morning, 'cos
it was way too confusing. I thought it was really cool and ambitious.

I wasn't 100 per cent positive that it would be the film it ended up

being, but I thought it was worth a try.'

Obtaining a copy of Following^ Todd - along with her sister, who
was partly wrapped up with post-production on Boiler Room - began
to assess just what sort of film-maker this young British-American
unknown was:
[As a producer] your job is to decide whether to take on a project
like this. You sit in a room and you meet with somebody, and you
have to go with your instincts as to whether they'll steer the movie
in a good direction. had a lot of confidence in Chris after I
I really
met him. When I came back to LA, I sat down with him and my
sister, and we thought he was really smart. We knew he had a very

177
 clear vision with what he wanted to do with Memento. You often
find that with writer-directors, because they're not interpreting
someone else's dream. It's their own dream, and you just have to
feed off that dream. That was very much the case with Chris.

The Todds' main once on board, was to help Chris crew the
job,
film, as well as assist him in calculating how to shoot the film in 25
days. As a means to put Nolan at ease, Emma Thomas was hired as
production associate. With only London-based composer David Julyan
brought on from the Following team, Thomas - who co-produced that
film, with Nolan and lead actor Jeremy Theobald - provided a reas-
suring link for her boyfriend. Having met each other while in the same
halls of residence at University College, London (Thomas was studying
History), they both joined the university's esteemed film society. While
from producing the shorts Larceny and Doodlebug, Nolan
there, aside
and Thomas made the feature-length Larry Mahoney, the story of a
lonely student who finds an address book and works his way
through it, pretending he's someone else. With both also making
appearances on screen, the film was a dry run for establishing a working
method for Following - Nolan's slick directorial debut.
'Larry Mahoney was less regimented, because we were still at uni-
we were doing it at night-time,' says Thomas. 'Following
versity, so
was altogether a different animal. By that stage, we were all out of
university, and the biggest challenge was keeping it going over such
a long period of time. Keeping everyone interested, and keeping our
actors' hair the same length! We had to change our methods slightly,
from that perspective. Ultimately, because it was the same people
working on it - other than the actors - the working method was
pretty similar.'
While not with Memento from the beginning - 'I was still at Working
Title- somebody had to pay the rent!' she notes - Thomas proved a
worthy addition to the team. During production her task was to protect
Chris. 'I was always there, and if Chris had any problems or worries, he
would tell me and I would go and deal with them. I would be the liaison
between Newmarket and the Todds. The way Chris works is that he's
very, very focused, and he can't think of anything other than what he's
shooting that day. I was there to be the conduit between him and them.'
In pre-production, she, along with numerous others, worked on the
film's ending. The script itself needed little alteration by this stage. Jennifer

178
Todd recalls she 'had the least amount of story notes and changes on any
movie'. But she was concerned at how open-ended the conclusion was. A
fortnight before shooting began, Nolan himself realized this, and came to
Jennifer Todd wanting to, as she puts it, make Teddy 'more specific at the
end'. She was relieved. 'Giving Teddy the dialogue about what he claims
is the truth was great, because it wasn't that specific before.'

Throughout each draft, Nolan had been simplifying the action, and
providing more answers to each plot question. Adjusting the film's
finale was, in his eyes, simply the conclusion to this process. 'Theoret-
ically, it supplied the audience with more answers - and I think it's very
important that we have the answers to those questions. And that's how
it'salways been constructed. [The screenplay is] not deliberately
contradictory. We were very disciplined in the way we constructed the
plotting, and the answers to those questions.' That said, Nolan was
always keen to cloud over certain parts of Leonard's back-story:

When Jonah and I first discussed the project, even from our first

conversation, it was very whole point of the story

clear that the
was such that explicit confirmation of what had happened to this
guy between receiving a blow to the head and the present day
would always be obscure. Otherwise, you'd be cheating the
audience. It has to be obscure. Or uncertain, at least, even if it's

theoretically clarified by a character or a prop, or whatever.

During the two-week rehearsal period - something Guy Pearce calls

'really valuable' on a film fraught with continuity details such as
Memento - he and Nolan would meet at Joe Pantoliano's house to
thrash out the final scene. Allowing Pantoliano to ad-lib, as he would
on set, Nolan let his actors feel their way through the scene. 'A lot of
my dialogue, Chris was smart and confident enough to let me make
more of my own,' says PantoHano. 'It was quite proper and I wanted
to Americanize it. He was very easy about that. We would talk it out,
work it out. It was really a great way to work; I would like to work
that way in the future.'
With Emma joining them in Pantoliano's Santa Monica office to
work through the script in the run-up to the shoot, the ending proved
to be a process of refinement and revision even throughout the film's
shoot. One other person contributed ideas: Jonah Nolan. Fitting,
perhaps, that the man who inspired the project should help conclude
it. 'It was really brilliant having Jonah around,' says Thomas. 'He was

179
definitely a collaborator at the script stage. He had lots of brilliant ideas,
clarifying or giving the script different layers of meaning.'
Jonah turned up in town the weekend before shooting commenced.
With Pearce also in LA preparing for the role, Jonah was invited to
dinner by Chris and Emma to meet with Guy. 'Guy shows up, and I'm
a bit nervous, because he's a movie star and he's doing the film. So I try
to be cool, and I notice that creeping out from underneath one of the
sleeves from his T-shirt down his arm was a tattoo - the one on his left
bicep. They had been testing the tattoos that day, to make sure they
would look right. It suddenly dawned on me that this was the first time
I'd ever seen something that resembled my work pubfished. It was a

very surreal moment.'

An extreme form of publication, it seems appropriate that Jonah's
words should first be displayed to the world on someone's flesh, resem-
bling Leonard's own method of recording his story. His debut over,
Jonah turned to the matter in hand: the ending. It was clear to all that
the audience needed a resolution, at least with the John G. character,
who never makes an appearance in the film, other than as a masked
man, in the briefest glimpse of a shot.

The original ideawas - and this had come directly from my

experience in Madrid - that the person who had committed the
crime, violent anonymous crime, was going to remain anonymous.
They may as well cease to exist because you're never going to find
them. How would I find three guys who mugged me in Madrid three
years ago? They vanish. Leonard cannot find John G. He won't get
the satisfaction of finding the guy and killing him; but it was point-
ed out that it may be too much for the audience - to come through
this whole journey and find nothing. We came up with this idea that

perhaps Leonard had already found him, and he was dead.

While less ambiguous than initially intended, it actually leaves the

viewer with far more to think on. Leonard is no longer the lone
avenger but a murderer with a severe case of denial. Add the fact
serial

that Nolan has already, for the observant ones amongst us, led us to
speculate on whether Leonard spent a period of time in a mental insti-
tution (his face fractionally replacing that of Sammy's in the scene
where Jankis is admitted) and the final flourish is a piece of bravura
film-making. An extended sequence that knits together the forwards-
objective black-and-white strand with the backwards-subjective colour

i8o
sequence, the film loops back on itself as Leonard's Polaroid of
Jimmy's corpse develops, fading us into glorious Technicolor. As the
sequence heads to join up with the moment where Leonard screeches
to a halt outside of Emma's tattoo parlour (providing one almighty
jolt as the film concludes), a multitude of ideas comes into play. With
the revelation that Leonard may already have killed the true assailant
but forgotten the action, we witness the beginning to another cycle of
detection and destruction for the protagonist. Condemned by his
foolhardy revelation that he too is a John G., Teddy becomes the next
target for Leonard, as he slips down that ever-widening gyre.
'It is a film without a beginning,' says Nolan. 'In terms of the story,
because it's is this backwards spiral, an implo-
told in reverse, the story
sion. When you back from that, and view it chronologically,
step
objectively, you realize it's an explosion. The more tightly you wrap up
the end, the more you exaggerate the explosion. It was a nice irony -
the more answers you tried to provide, the more ambiguities you
would raise.'
Think of the Leonard carries with him, missing pages and with
file

sections crossed out. Whether Leonard vandalized the file himself or

not, it becomes the perfect symbol for the film. All the answers, one
would imagine, are contained in there, but obscured. As we progress,
we learn how Leonard obtained the conclusive fact - Teddy's licence-
plate number - that puts him on the trail; we also see when the oft-
obeyed 'Don't Believe His Lies' was written on the Polaroid of Teddy.
By now, with Leonard confessing the fact that he is capable of lying to
himself to be happy, we begin to think that it is Leonard's words we
should not trust. With the brief shot of Leonard in bed with his wife,
with 'I've Done It' inscribed on the bare patch of flesh over his heart,
perhaps Leonard did once have such a tattoo; perhaps his wife, who
survived the rape, suggested hoping her husband would remember
it,

the actions he undertook with Teddy; perhaps Leonard did cause her
insulin overdose, and was admitted to a mental asylum, then later
escaped. Or perhaps it's just a fantasy. Perhaps Leonard, as Jennifer
Todd thinks, is telling the truth:

I don't think Leonard did though the website makes

kill his wife,
you think he did. I is lying to him at the end. There was
think Teddy
a Sammy Jankis, and Leonard did get the same condition. Emma
agreed with me - at least that night [at the Venice Film festival].

i8i
 People ask me about the ending, and more women want to believe
that Leonard didn't kill his wife than men do. I also think mine is
the more literal version. Fm the simple person who wants to beUeve
what we've seen.

Seeing, indeed, may be believing, but eyes can deceive. Nolan argues
that by the ending we have become distrustful of the mental images
shown, to the point that we no longer are willing to accept Leonard's
account of the rape. That said, the confessional telephone conversa-
tions Leonard has in the black-and-white sequences potentially seem to
ring true. Early on, we are verbally warned as to how Leonard will be
treated. 'You have to be wary of other people writing stuff for you
that's not going to make sense, or will lead you astray. I dunno. I guess
people try and take advantage of somebody with this condition.'
Towards the end of the film, Nolan again draws parallels between the
lives of Sammy and Leonard, who says: 'You know the truth about my

condition, officer? You don't know anything. You feel angry, you don't
know why. You feel guilty, you have no idea why. You could do any-
thing, and not have the faintest idea ten minutes later. Like Sammy.
What if I'd done something like Sammy?'
The split, as Nolan sees it, between those who believe Leonard didn't
kill his wife and those who think he did comes from the difference

between visual and verbal memory. 'If you believe what you've seen in
the film, you come to one conclusion. If you believe what you've heard,
you come to another. That wasn't something I thought about when I
was doing it, but it arises naturally from the situation, the expositional
scene. What I'm finding is that most people are very reluctant to aban-
don the idea of their visual memory. People believe their eyes more than
their ears.' If, by now, you are still seeking the answer to the riddle that
is Memento, it's sound advice.

182
 f

Appendix

Memento Mori
A short story by Jonathan Nolan

'What Hke a bullet can undeceive!'

Herman Melville

Your wife always used to say you'd be late for your own funeral.
Remember thatf Her little joke because you were such a slob - always
late, always forgetting stuff, even before the incident.

Right about now you're probably wondering if you were late for hers.
You were there, you can be sure of that. That's what the picture's for
- the one tacked to the wall by the door. It's not customary to take pictures
at a funeral, but somebody, your doctors, I guess, knew you wouldn't
remember. They had it blown up nice and big and stuck it right there,

next to the door, so you couldn't help but see it every time you got up
to find out where she was.
The guy in the picture, the one with the flowersf That's you. And
what are you doing f You're reading the headstone, trying to figure out
whose funeral you're at, same as you're reading it now, trying to figure
why someone stuck that picture next to your door. But why bother
reading something that you won't remember
She's gone, gone for good, and you must be hurting right now, hearing
the news. Believe me, I know how you feel. You're probably a wreck.
But give it five minutes, maybe ten. Maybe you can even go a whole
half-hour before you forget.
But you will forget - I guarantee it. A few more minutes and you'll
be heading for the door, looking for her all over again, breaking down
when you find the picture. How many times do you have to hear the
news before some other part of your body, other than that busted brain
of yours, starts to remember f
Never-ending grief, never-ending anger. Useless without direction.
Maybe you can't understand what's happened. Can't say I really
understand, Backwards amnesia. That's what the sign
either. says.
CRS disease. Your guess is as good as mine.

183
 Maybe you can't understand what happened to you. But you do
remember what happened to HER, don't youf The doctors don't want
to talk about it. They won't answer my questions. They don't think it's
right for a man in your condition to hear about those things. But you
remember enough, don't you^ You remember his face.
This is why Fm know how
writing to you. Futile, maybe. I don't
many times you'll have to read this before you listen to me. I don't even
know how long you've been locked up in this room already. Neither do
you. But your advantage in forgetting is that you'll forget to write
yourself off as a lost cause.
Sooner or later you'll want to do something about it. And when you do,
have to trust me, because Fm the only one who can help you.
you'll just

EARL OPENS ONE EYE after another to a stretch of white ceihng

tiles interrupted by a hand-printed sign taped right above his head,
large enough for him to read from the bed. An alarm clock is ringing
somewhere. He reads the sign, blinks, reads it again, then takes a look
at the room.
It's a white room, overwhelmingly white, from the walls and the

curtains to the institutional furniture and the bedspread.

The alarm clock is ringing from the white desk under the window
with the white curtains. At this point Earl probably notices that he is

lyingon top of his white comforter. He is already wearing a dressing

gown and slippers.
He lies back and reads the sign taped to the ceiling again. It says, in
crude block capitals, THIS IS YOUR ROOM. THIS IS A ROOM
IN A HOSPITAL. THIS IS WHERE YOU LIVE NOW.
Earl rises and takes a look around. The room is large for a hospital -
empty linoleum stretches out from the bed in three directions. Two
doors and a window. The view isn't very helpful, either - a close of
trees in the centre of a carefully manicured piece of turf that terminates
in a sliver of two-lane blacktop. The trees, except for the evergreens,
are bare - early spring or late fall, one or the other.
Every inch of the desk is covered with Post-it notes, legal pads, neatly
printed lists, psychological textbooks, framed pictures. On top of the
mess is The alarm clock is riding a
a half-completed crossword puzzle.
pile of folded newspapers. Earl slaps the snooze button and takes a

cigarette from the pack taped to the sleeve of his dressing gown. He
pats the empty pockets of his pyjamas for a light. He rifles the papers

184
on the desk, looks quickly through the drawers. Eventually he finds a
box of kitchen matches taped to the wall next to the window. Another
sign is taped just above the box. It says in loud yellow letters,
CIGARETTE? CHECK FOR LIT ONES FIRST, STUPID.
Earl laughs at the sign, lights his cigarette, and takes a long draw.
Taped to the window in front of him is another piece of loose-leaf
paper headed YOUR SCHEDULE.
It charts off the hours, every hour, in blocks: io:oo p.m. to 8:00 a.m.
is labelled GO BACK TO SLEEP. Earl consults the alarm clock: 8:15.
Given the must be morning. He checks his watch:
light outside, it

10:30. He presses the watch to his ear and listens. He gives the watch
a wind or two and sets it to match the alarm clock.
According to the schedule, the entire block from 8:00 to 8:30 has
been labelled brush your teeth. Earl laughs again and walks over to the
bathroom.
The bathroom window is open. As he flaps his arms to keep warm,
he notices the ashtray on the window sill. A cigarette is perched on the
ashtray, burning steadily through a long finger of ash. He frowns,
extinguishes the old butt, and replaces it with the new one.
The toothbrush has already been treated to a smudge of white paste.
The tap is of the push-button variety - a dose of water with each
nudge. Earl pushes the brush into his cheek and fiddles it back and
forth while he opens the medicine cabinet. The shelves are stocked with
single-serving packages of vitamins, aspirin, anti-diuretics. The mouth-
wash is also single-serving, about a shot-glass-worth of blue liquid in a
sealed plastic bottle. Only the toothpaste is regular-sized. Earl spits the
paste out of his mouth and replaces it with the mouthwash. As he lays
the toothbrush next to the toothpaste, he notices a tiny wedge of paper
pinched between the glass shelf and the steel backing of the medicine
cabinet. He spits the frothy blue fluid into the sink and nudges for some
more water to rinse it down. He closes the medicine cabinet and smiles
at his reflection in the mirror.
'Who needs half an hour to brush their teeth?'
The paper has been folded down to a minuscule size with all the
precision of a sixth-grader's love note. Earl unfolds it and smoothes it

against the mirror. It reads -

YOU CAN STILL READ THIS, THEN YOU'RE A FUCKING
IF
COWARD.
Earl stares blankly at the paper, then reads it again. He turns it over.

185
On the back it reads -
P.S.: AFTER YOU'VE READ THIS HIDE IT AGAIN.
Earl reads both sides again, then folds the note back down to its

original size and tucks it underneath the toothpaste.

Maybe then he notices the scar. It begins just beneath the ear, jagged
and thick, and disappears abruptly into his hairline. Earl turns his head
and stares out of the corner of his eye to follow the scar's progress. He
traces it with a fingertip, then looks back down at the cigarette burning
in the ashtray. A thought seizes him and he spins out of the bathroom.
He is caught at the door to his room, one hand on the knob. Two
pictures are taped to the wall by the door. Earl's attention is caught first

by the MRI, a shiny black frame for four windows into someone's
skull. In marker, the picture is labelled YOUR BRAIN. Earl stares at
it. Concentric circles in different colours. He can make out the big orbs
of his eyes and, behind these, the twin lobes of his brain. Smooth wrin-
kles, circles, semi-circles. But right there in the middle of his head, circled
in marker, tunnelled in from the back of his neck like a maggot into an
apricot, is something different. Deformed, broken, but unmistakable. A
dark smudge, the shape of a flower, right there in the middle of his brain.
He bends to look at the other picture. It is a photograph of a man
holding flowers, standing over a fresh grave. The man is bent over,
reading the headstone. For a moment this looks like a hall of mirrors
or the beginnings of a sketch of infinity: the one man bent over, looking at
the smaller man, bent over, reading the headstone. Earl looks at the
picture for a long time. Maybe he begins to cry. Maybe he just stares
silently at the picture. Eventually,he makes his way back to the bed,
flopsdown, seals his eyes shut, tries to sleep.
The cigarette burns steadily away in the bathroom. A circuit in the
alarm clock counts down from ten, and it starts ringing again.
Earl opens one eye after another to a stretch of white ceiling tiles,

interrupted by a hand-printed sign taped right above his head, large

enough for him to read from the bed.

You cant have a normal life anymore. You must know that. How can
you have a girlfriend if you cant remember her name^ Cant have kids,
not unless you want them to grow up with a dad who doesn't recognize
them. Sure as hell cant hold down a job. Not too many professions out
there that value forgetfulness. Prostitution, maybe. Politics, of course.
No. Your life is over. You're a dead man. The only thing the doctors are

i86
hoping to do is teach you to be less of a burden to the orderlies. And
they'll probably never let you go home, wherever that would be.
So the question is not 'to be or not to be,' because you aren't. The
question is whether you want to do something about it. Whether
revenge matters to you.
does to most people. For a few weeks, they plot, they scheme, they
It

take measures to get even. But the passage of time is all it takes to erode
that initial impulse. Time is theft, isn't that what they say^ And time
eventually convinces most of us that forgiveness is a virtue. Conveniently,
cowardice and forgiveness look identical at a certain distance. Time
steals your nerve.

If time and fear aren't enough to dissuade people from their revenge,
then there's always authority, softly shaking its head and saying. We
understand, but you're the better man for letting it go. For rising above
it. For not sinking to their level. And besides, says authority, if you try

anything stupid, we'll lock you up in a little room.

But they already put you in a little room, didn't theyf Only they
don't really lock it or even guard it too carefully because you're a cripple.
A corpse. A vegetable who probably wouldn't remember to eat or take
a shit if someone wasn't there to remind you.
And as you
for the passage of time, well, that doesn't really apply to
anymore, does it^ just the same ten minutes, over and over again. So
how can you forgive if you can't remember to forget f

You probably were the type to let it go, weren't youf Before.
But you're not the man you used to be. Not even half You're a fraction;
you're the ten-minute man.
Of course, weakness is strong. It's the primary impulse. You'd probably
prefer to sit in your little room and cry. Live in your
of finite collection

memories, carefully polishing each one. Half a life set behind glass and
pinned to cardboard like a collection of exotic insects. You'd like to live
behind that glass, wouldn't you^ Preserved in aspic.

You'd like to but youcan you? You can't because of the last
can't,
addition to your collection. The last thing you remember. His face. His
face and your you for help.
wife, looking to
And maybe where you can retire to when it's over. Your little
this is

collection. They can lock you back up in another little room and you
can live the rest of your life in the past. But only if you've got a little
piece of paper in your hand that says you got him.

187
 You know Vm right. You know there's a lot of work to do. It may
seem impossible, but I'm sure if we all do our part, we'll figure
something out. But you don't have much time. You've only got about
ten minutes, in fact. Then it starts all over again. So do something with
the time you've got.

EARL OPENS HIS EYES and blinks into the darkness. The alarm
clock is ringing. It says 3:20, and the moonlight streaming through the
window means it must be the early morning. Earl fumbles for the
lamp, almost knocking it over in the process. Incandescent light fills

the room, painting the metal furniture yellow, the walls yellow, the
bedspread, too. He lies back and looks up at the stretch of yellow ceil-
ing above him, interrupted by a handwritten sign taped to the ceil-
tiles

ing. He reads the sign two, maybe three times, then blinks at the
room around him.
It is a bare room. Institutional, maybe. There is a desk over by the

window. The desk is bare except for the blaring alarm clock. Earl prob-
ably notices, at this point, that he is fully clothed. He even has his shoes
on under the sheets. He extracts himself from the bed and crosses to
the desk. Nothing in the room would suggest that anyone lived there,
or ever had, except for the odd scrap of tape stuck here and there to the
wall. No pictures, no books, nothing. Through the window, he can see
a full moon shining on carefully manicured grass.
Earl slaps the snooze button on the alarm clock and stares a moment
at the two keys taped to the back of his hand. He picks at the tape
while he searches through the empty drawers. In the left pocket of his
jacket, he finds a roll of hundred-dollar bills and a letter sealed in an
envelope. He checks the rest of the main room and the bathroom. Bits
of tape, cigarette butts. Nothing else.
Earl absentmindedly plays with the lump of scar tissue on his neck
and moves back toward the bed. He lies back down and stares up at
the ceiling and the sign taped to it. The sign reads, GET UP, GET
OUT RIGHT NOW. THESE PEOPLE ARE TRYING TO KILL
YOU.
Earl closes his eyes.

They tried to teach you to make lists in grade school, remember^

Back when your day planner was the back of your hand. And if your
assignments came off in the shower, well, then they didn't get done.

188
No direction, they said. No discipline. So they tried to get you to
write it all down somewhere more permanent.
Of course, your grade-school teachers would be laughing their pants
wet if they could see you now. Because youve become the exact product
of their organizational lessons. Because you cant even take a piss without
consulting one of your lists.
They were right. Lists are the only way out of this mess.
Here's the truth: People, even regular people, are never just any one
person with one set of attributes. It's not that simple. We're all at the
mercy of the limbic system, clouds of electricity drifting through the
brain. Every man is broken into twenty-four-hour fractions, and then
again within those twenty-four hours. It's a daily pantomime, one man

yielding control to the next: a backstage crowded with old hacks

clamouring for their turn in the spotlight. Every week, every day. The
angry man hands the baton over to the sulking man, and in turn to the
sex addict, the introvert, the conversationalist. Every man is a mob, a
chain gang of idiots.
This is the tragedy of Because for a few minutes of every day,
life.

every man becomes a genius. Moments of clarity, insight, whatever you

want to call them. The clouds part, the planets get in a neat little line,
and everything becomes obvious. I should quit smoking, maybe, or
here's how I could make a fast million, or such and such is the key to
eternal happiness. That's the miserable truth. For a few moments, the
secrets of the universe are opened to us. Life is a cheap parlour trick.
But then the genius, the savant, has to hand over the controls to the
next guy down the pike, most likely the guy who just wants to eat potato
chips, and insight and brilliance and salvation are all entrusted to a
moron or a hedonist or a narcoleptic.
The only way out of this mess, of course, is to take steps to ensure
that you control the idiots that you become. To take your chain gang,
hand in hand, and lead them. The best way to do this is with a list.
It's like a letter you write to yourself. A master plan, drafted by the

guy who can see the light, made with steps simple enough for the rest
of the idiots to understand. Follow steps one through one hundred.
Repeat as necessary.
Your problem is a little more acute, maybe, but fundamentally the
same thing.
It's like that computer thing, the Chinese room. You remember that^
One guy sits in a little room, laying down cards with letters written on

189
them in a language he doesn't understand, laying them down one letter
at a time in a sequence according to someone else's instructions. The
cards are supposed to spell out a joke in Chinese. The guy doesn't
speak Chinese, of course. He just follows his instructions.
There are some obvious differences in your situation, of course: You
broke out of the room they had you in, so the whole enterprise has to
be portable. And the guy giving the instructions - that's you, too, just
an earlier version of you. And the joke you're telling, well, it's got a
punch line. I just don't think anyone's going to find it very funny.
So that's the idea. All you have to do is follow your instructions. Like
climbing a ladder or descending a staircase. One step at a time. Right
down the list. Simple.
And the secret, of course, to any list is to keep it in a place where
you're bound to see it.

HE CAN HEAR THE BUZZING through his eyeUds. Insistent. He

reaches out for the alarm clock, but he can't move his arm.
Earl opens his eyes to see a large man bent double over him. The
man looks up at him, annoyed, then resumes his w^ork. Earl looks
around him. Too dark for a doctor's office.
Then the pain floods his brain, blocking out the other questions. He
squirms again, trying to yank his forearm av^ay, the one that feels like it's

burning. The arm doesn't move, but the man shoots him another scov^l.
Earl adjusts himself in the chair to see over the top of the man's head.
The noise and the pain are both coming from a gun in the man's
hand - a gun with a needle where the barrel should be. The needle is
digging into the fleshy underside of Earl's forearm, leaving a trail of
puffy letters behind it.

Earl tries to rearrange himself to get a better view, to read the letters
on his arm, but he can't. He lies back and stares at the ceiling.
Eventually the tattoo artist turns off the noise, wipes Earl's forearm
with a piece of gauze, and wanders over to the back to dig up a pam-
phlet describing how to deal with a possible infection. Maybe later
he'll tell his wife about this guy and his little note. Maybe his wife will
convince him to call the police.

Earl looks down at the arm. The letters are rising up from the skin,
weeping a little. They run from just behind the strap of Earl's watch all

the way to the inside of his elbow. Earl blinks at the message and reads it

again. It says, in careful little capitals, i raped and killed your wife.

190
 your birthday today, so I got you a little present. I would have just
It's

bought you a beer, but who knows where that would have ended^
So instead, I got you a bell. I think I may have had to pawn your
watch to buy it, but what the hell did you need a watch for, anyway^
You're probably asking yourself. Why a bellf In fact, I'm guessing
you're going to be asking yourself that question every time you find it in

your pocket. Too many of these letters now. Too many for you to dig back
into every time you want to know the answer to some little question.
It's a joke, actually. A practical joke. But think of it this way: I'm not
really laughing at you so much as with you.
I'd like to think that every time you take it out of your pocket and
wonder. Why do I have this bellf a part of you, a
little piece of
little

your broken brain, will remember and laugh, like I'm laughing now.
Besides, you do know the answer. It was something you learned
before. So if you think about it, you'll know.
Back in the old days, people were obsessed with the fear of being
buried alive. You remember nowf Medical science not being quite what
it is today, it wasn't uncommon for people to suddenly wake up in a

casket.
So rich folks had their coffins outfitted with breathing tubes. Little
tubes running up to the mud above
someone woke up when
so that if
they weren't supposed to, they wouldn't run out of oxygen. Now, they
must have tested this out and realized that you could shout yourself
hoarse through the tube, but it was too narrow to carry much noise.
Not enough to attract attention, at least. So a string was run up the
tube to a little bell attached to the headstone. If a dead person came
back to life, all he had to do was ring his little bell till someone came
and dug him up again.

I'm laughing now, picturing you on a bus or maybe in a fast-food

restaurant, reaching into your pocket and finding your little bell and
wondering to yourself where it came from, why you have it. Maybe
you'll even ring it.

Happy birthday, buddy.

I don't know who figured out the solution to our mutual problem, so
I don't know whether to congratulate you or me. A bit of a lifestyle
change, admittedly, but an elegant solution, nonetheless.

191
 Look to yourself for the answer.
That sounds like something out of a Hallmark card. I don't know
when you thought it up, but my hat's off to you. Not that you know
what the hell I'm talking about. But, honestly, a real brainstorm. After
all, everybody else needs mirrors to remind themselves who they are.

You're no different.

THE LITTLE MECHANICAL VOICE PAUSES, then repeats

itself. It says, 'The time is 8:00 a.m. This is a courtesy call.' Earl opens his
eyesand replaces the receiver. The phone is perched on a cheap veneer
headboard that stretches behind the bed, curves to meet the corner, and
ends at the mini-bar. The TV is still on, blobs of flesh colour nattering
away at each other. Earl lies back down and is surprised to see himself,
older now, tanned, the hair pulling away from his head like solar flares.

The mirror on the ceiling is cracked, the silver fading in creases. Earl
continues to stare at himself, astonished by what he sees. He is fully
dressed, but the clothes are old, threadbare in places.
Earl feels the familiar spot on his left wrist for his watch, but it's

gone. He looks down from the mirror to his arm. It is bare and the skin
has changed to an even tan, as if he never owned a watch in the first
place. The skin is even in colour except for the solid black arrow on the
up his shirtsleeve. He stares at the arrow
inside of Earl's wrist, pointing
for a moment. Perhaps he doesn't try to rub it off anymore. He rolls up
his sleeve.
The arrow points to a sentence tattooed along Earl's inner arm. Earl
reads the sentence once, maybe twice. Another arrow picks up at the
beginning of the sentence, points farther up Earl's arm, disappearing
under the roUed-up shirtsleeve. He unbuttons his shirt.
Looking down on his chest, he can make out the shapes but cannot
bring them into focus, so he looks up at the mirror above him.
The arrow leads up Earl's arm, crosses at the shoulder, and descends
on to his upper torso, terminating at a picture of a man's face that
occupies most of his chest. The face is that of a large man, balding,
with a moustache and a goatee. It is a particular face, but like a police
sketch it has a certain unreal quality.
The rest of his upper torso is covered in words, phrases, bits of

information, and instructions, all of them written backward on Earl,

forward in the mirror.
Eventually Earl sits up, buttons his shirt, and crosses to the desk. He

192
takes out a pen and a piece of notepaper from the desk drawer, sits, and
begins to write.

/ don't know where you'll be when you read this. I'm not even sure if
you'll bother to read this. I guess you don't need to.
It's a shame, really, that you and I will never meet. But, like the song
says, 'By the time you read this note, I'll be gone.'
We're so close now. That's the way it feels. So many pieces put
together, spelled out. I guess of time until you find him.
it's just a matter
Who knows what we've done to get here^ Must be a hell of a story,
if only you could remember any of it.I guess it's better that you can't.

had a thought just now. Maybe you'll find it useful.

I

Everybody is waiting for the end to come, but what if it already

passed us byf What if the final joke of Judgement Day was that it had
already come and gone and we were none the wiserf Apocalypse
arrives quietly; the chosen are herded off to heaven, and the rest of us,
the ones who failed the test, just keep on going, oblivious. Dead
already, wandering around long after the gods have stopped keeping
score, still optimistic about the future.
I guess if that's true, then it doesn't matter what you do. No expec-
tations. If you can't find him, then it doesn't matter, because nothing
matters. And if you do you can kill him without worrying
find him, then
about the consequences. Because there are no consequences.
That's what I'm thinking about right now, in this scrappy little room,
framed pictures of ships on the wall. I don't know, obviously, but if I
had to guess, I'd say we're somewhere up the coast. If you're wondering
why your left arm is five shades browner than your right, I don't know
what to tell you. I guess we must have been driving for a while. And,
no, I don't know what happened to your watch.
And all these keys: I have no idea. Not a one that I recognize. Car
keys and house keys and the little fiddly keys for padlocks. What have
we been up tof
I wonder if he'll feel stupid when you find him. Tracked down by the
ten-minute man. Assassinated by a vegetable.
I'll be gone in a moment. I'll put down the pen, close my eyes, and

then you can read this through if you want.

I just wanted you to know that I'm proud of you. No one who matters
is left to say it. No one left is going to want to.

193
EARL'S EYES ARE WIDE OPEN, staring through the window of the
car. SmiUng through the window at the crowd gathering
Smiling eyes.
across the street. The crowd gathering around the body in the door-
way. The body emptying slowly across the sidewalk and into the storm
drain.
A stocky guy, face down, eyes open. Balding head, goatee. In death,
as in police sketches, faces tend to look the same. This is definitely
somebody in particular. But really, it could be anybody.
Earl is still smiling at the body as the car pulls away from the curb.
The car? Who's to say? Maybe it's a police cruiser. Maybe it's just a
taxi.

As the car is swallowed into traffic. Earl's eyes continue to shine out
into the night, watching the body until it disappears into a circle of
concerned pedestrians. He chuckles to himself as the car continues to
make distance between him and the growing crowd.

Earl's smile fades a little. Something has occurred to him. He begins to

pat down his pockets; leisurely at first, like a man looking for his keys,
then a little more desperately. Maybe his progress is impeded by a set of
handcuffs. He begins to empty the contents of his pockets out on to the
seat next to him. Some money. A bunch of keys. Scraps of paper.
A round metal lump rolls out of his pocket and slides across the vinyl
seat.Earl is frantic now. He hammers at the plastic divider between
him and the driver, begging the man for a pen. Perhaps the cabbie
doesn't speak much English. Perhaps the cop isn't in the habit of talk-
ing to suspects. Either way, the divider between the man in front and
the man behind remains closed. A pen is not forthcoming.
The car hits a pothole, and Earl blinks at his reflection in the rear-
view mirror. He is calm now. The driver makes another corner, and the
metal lump slides back over to rest against Earl's leg with a little jingle.
He picks it up and looks at it, curious now. It is a little bell. A little metal
bell. Inscribed on it are his name and a set of dates. He recognizes the first

one: the year in which he was born. But the second date means nothing
to him. Nothing at all.

As he turns empty space on his

the bell over in his hands, he notices the
wrist where his watch used to arrow there, pointing
sit. There is a little

up his arm. Earl looks at the arrow, then begins to roll up his sleeve.
'You'd be late for your own funeral,' she'd say. Remember? The more I
think about it, the more trite that seems. What kind of idiot, after all, is

194
in to the end of his own story f
any kind of rush to get
And how would I know if I were late, anyway^ I don't have a watch
anymore. I don't know what we did with it.
What the hell do you need a watch for, anyway f It was an antique.
Deadweight tugging at your wrist. Symbol of the old you. The you that
believed in time.
No. Scratch that. It's not so much that you've lost your faith in time
as that time has lost its faith in you. And who needs it, anyway^ Who
wants to be one of those saps living in the safety of the future, in the
safety of the moment after the moment in which they felt something
powerful^ Living in the next moment, in which they feel nothing.
Crawling down the hands of the clock, away from the people who did
unspeakable things to them. Believing the lie that time will heal all
wounds - which is way of saying that time deadens us.
just a nice
But you're different. You're more perfect. Time is three things for
most people, but for you, for us, just one. A singularity. One moment.
This moment. Like you're the centre of the clock, the axis on which the
hands turn. Time moves about you but never moves you. It has lost its
ability to affect you. What is it they sayf That time is theftf But not for
you. Close your eyes and you can start all over again. Conjure up that
necessary emotion, fresh as roses.
Time is an absurdity. An abstraction. The only thing that matters is
this moment. This moment a million times over. You have to trust me.

If this moment is repeated enough, if you keep trying - and you have to
keep trying - eventually you will come across the next item on your list.

195
 BOSTON PUBLIC LIBRARY

111

3 9999 04433 822 4

A;:;ion 3r-:ic^i
Utrary

BAKER & TAYLOR

Christopher Nolan's award-winning Memento is a movie that has made the
journey from New Release to Cult Classic
record time. Now, this invaluable
in

guidebook steers the reader (backwards, of course) through the mysteries of

the movie's making and its many possible meanings, with expert guidance
from Nolan himself and key members of his cast and crew.

Memento is an protagonist Leonard

intricate, original, fascinating thriller. Its

(Guy Pearce) is a man bent upon a mission to find the man who murdered
his wife. But Leonard suffers from a rare amnesia that plagues his short-term

memory so that in order to keep track of his life he must surround himself
with written reminders, some of them etched onto his own flesh. In this
vulnerable state, Leonard finds that no one can easily be trusted.

A film that revels in ambiguity Memento demands second and third viewings,

and even then it may not yield up all of its secrets. But James Mottram,
having conducted hours of detailed discussions with the film's creative
personnel, now offers the fullest imaginable guide to Memento's complexities.