‘The Good German’: Director Steven Soderbergh & His Team Dive Back Into Their R-Rated Resurrection Of ‘40s Noir

In November of 2006, The New York Times proclaimed: “You Can Make ‘Em Like They Used To.” The headline was in reference to Steven Soderbergh’s semi-obscure historical thriller, The Good German, which dared to do the impossible by painstakingly recreating the black and white film noir aesthetic of the 1940s, a time when studios and contracted A-listers reigned supreme.

“I gave Warner [Bros.] two options. It was very much akin to the gun or the knife," Soderbergh recalls over Zoom. “I said, ‘I either want to shoot it in black and white, in the style of a movie made from that period, or I want to do it as an animated film.’ And they went with the live-action notion … We all agreed to do the movie for a nominal amount of money. If I’m not mistaken, I think we all took the same amount just because we really wanted to make it. We knew that it was risky."

“From soup to nuts, Steven wanted it to be shot, lit, and acted [in that style],” affirms producer Ben Cosgrove, an erstwhile key figure in Section Eight (the now-defunct production company founded by Soderbergh and George Clooney in the late '90s). “He was really obsessed with ‘40s-style Warner Bros. [films and] we were on the Warner Bros. lot. We were right there where a bunch of these movies had been shot and he said, ‘Well, why don't we shoot like a ‘40s-style movie?’”

While the star-studded adaptation of Joseph Kanon’s novel clearly draws inspiration from Casablanca, The Maltese Falcon, The Third Man, and other monochrome classics from a bygone era, the film, a labyrinthine thriller set against the rubble-strewn backdrop of post-World War II Berlin, is more than just homage or pastiche, but a genuine and breathtaking resurrection of a long-forgotten method of cinematic storytelling — albeit with a contemporary, R-rated twist. “There’s the what-if aspect to the project,” Soderbergh explains. “What if [Casablanca director]

Michael Curtiz could have the kind of freedom in 1945 that I’ve enjoyed?”

Nearly two decades after its inauspicious theatrical rollout, The Good German (now available to own on 4K UHD and Blu-ray) remains a criminally misunderstood masterpiece that uses the noir genre as a lens through which to explore the moral ambiguity in the immediate aftermath of the Second World War, particularly with regards to Operation Paperclip. Initially labeled “Overcast,” the top-secret program undertaken by the United States government recruited Nazi scientists, many of whom were guilty war criminals complicit in the Holocaust, to the American side of the fomenting Cold War.

“There’s a considerable amount of whitewashing of the Nazis and then specifically as it related to the rocket program, because we wanted those brains,” explains Good German screenwriter Paul Attanasio. “I think you can look at it and say, ‘Well, we got the brains and we got a rocket program, and maybe it was the right decision.’ But then since we're on the eve of the Fourth of July, possibly our self-righteousness should be tempered.”

At the end of the day, The Good German is a cinephile’s greatest wish come true. It’s an audacious, time-traveling, and thematically complex experiment undertaken by an fearless artist who proved beyond a shadow of a doubt that, as the Times said, the Golden Age ways of doing things were not as dead as one might think.

"When Warners asked me, ‘Who is this movie for, actually?’ I said, ‘It’s for anybody that loves movies,’" the Oscar-winning director explains.

The source material, which had been published in 2001 via Henry Holt & Company, was brought to Soderbergh’s attention by Cosgrove.

“I had gotten a copy of the book from the Warner Bros. book scout, and just loved it,” the producer says. “I thought it was really compelling and powerful [with] great characters. I thought it was something for George, but didn’t know Steven well enough to know if it was his kind of thing yet. Warner Bros. optioned it on our behalf and then it was literally one of those situations where they said, ‘Okay, just [go out to] whomever your favorite writer is. I had always wanted to work with Paul Attanasio. I’d been a huge fan of Quiz Show and Donnie Brasco. So I sent it to Paul and he immediately read it and loved it. It was surprisingly easy.”

Having been impressed with Soderbergh since the director’s 1989 debut — Sex, Lies, and Videotape — Attanasio considered it a nob-brainer. “[We] had a wonderful, close collaboration,” says the two-time Oscar-nominated screenwriter. “Steven would come over to my house and he liked to drink Dr Pepper. So my kids, even at that time, started calling him ‘Dr. Pepper.’ And so, ‘Dr. Pepper’ would come to the house and we would talk through the script. Steven believed in outlines and I didn’t, so I submitted to that process, and we outlined it together. Then I went off and wrote it.”

Soderbergh concurs: “He and I spent a lot of time together, working on the adaptation. But it never ran into any of the typical obstacles that we all run into on most things. Everything seemed to go right until it came out [laughs]. So it was a happy memory — the whole experience of it for me, anyway.”

The biggest challenge of shaving Kanon’s nearly 500-page tome down into a manageable shooting script (the final runtime is just under two hours) was trying to keep the subject matter accessible to a wide demographic. “You have to contend with an audience expectation for what a World War II film is [and] at same time, you need to present a film for a new audience that maybe doesn’t know anything about World War II, which would obviously be a younger audience," notes Attanasio.

As for Kanon’s involvement, Cosgrove remembers the author being very helpful to the production. “He had a lot of resources for us [because] he had done a lot of research for his novel. He was there [on set and] I think his son was even an extra in the movie …. I had a lot of conversations with him about the story, and he was very thoughtful about it, because the movie is significantly different [from the book] … In his own mind, he was able to say, ‘I wrote my book. It’s one thing, the movie is a different thing, I see where they cross over, and I see where they diverge.’ He was totally fine with it.”

Though the final result ended up being a more of a loose adaptation of Kanon’s work, the general bones of the story remained the same, laying the foundation for a paranoid yarn chock full of harsh lighting, stark shadows, cynical characters, voiceover narration, and a conspiracy that goes all the way to the top:

American journalist Jake Geismer lands in Berlin to cover the Potsdam Conference and ends up in a snarled web of sex, lies, and murder involving his black marketeering driver, Patrick Tully, and the German woman he once loved before the war, femme fatale Lena Brandt. “The basic thing we were going for was [the famous saying from] Casablanca: the problems of these people ‘don’t amount to a hill of beans in this crazy world,’” reveals Attanasio. “That these people, who are on the fringes of this kind of grotesque historical scandal, got swept into and crushed by it.”

And who better to play these hardboiled characters than the biggest movie stars of the day, as would be the case in Golden Age Hollywood? George Clooney, a handsome and strong-jawed A-lister, would play the Bogart-ish role of Jake Geismer, while Tobey Maguire and Cate Blanchett tackled Tully and Lena, respectively. As Joseph Kanon simply puts it over email: “It was a dream cast — then and now.”

“Looking back, I think the trickiest thing was the actors and explaining to them the style of performance that was going to be required here,” Soderbergh shares. “My mantra to them was, ‘If it doesn’t feel weird, you’re not doing it right.’ And it took a little [time for them to get used to it]. It was going against what you’re doing most of the time, which is to to be natural, and I needed this kind of performance that was italicized [in order] to fit inside of the style of the film … It was just a completely different way of approaching performance. And, as you might have read, we didn’t use any body mics, no lavalier mics. It was all boom mics. So generally, they did have to project more."

The director purportedly didn’t want the actors to get dialect coaches, but Blanchett “got one anyway," Cosgrove says. “She wasn’t about to have that.”

“Cate loves to play dress up and loves to transform,” concedes Soderbergh. “And so, for her to become a brunette and wear these brown contact lenses and really alter her way of moving and speaking. I think she’s really good at that and she enjoys it.”

As for Jake, Soderbergh compares Clooney’s character to another film noir icon with the same name: Chinatown’s Jake Gittes. “George’s performance is really wonderful and subtle. There aren’t a lot of actors who could pull off what George is pulling off here. He’s got to play the sort of movie star, but it’s got to be undercut with this layer of self-incrimination. It’s a really delicate balance and he gets everything wrong in a way. It really is like Jake in Chinatown. He gets everything wrong."

Maguire was the black sheep of the top-billed stars, having been cast against type. A far cry from the mild-mannered Peter Parker in Sam Raimi’s Spider-Man films, Tully is an abusive, hot-headed, and greedy slime ball who leverages post-war desperation into a thriving criminal business. He doesn’t last long, however, once he starts asking dangerous questions about Lena’s supposedly dead husband, Emil (the late Christian Oliver), a member of Hitler’s rocket program and the titular “Good German.”

When Tully’s body washes up on the shores of Potsdam early on in the runtime, the story pivots over to Jake’s crusade to uncover the truth.

“I think the beauty of not having to carry the entire film is being able to do something wild like play that character,” Soderbergh says of Maguire’s performance. “I think you have to be careful how you use movie stars. They bring with them a certain expectation that’s been built around the persona that made them movie stars … We start with Tobey McGuire’s character, [who then] hands the movie over to George. And then George, at a certain point, hands the movie over to Cate. That was a Paul Attanasio’s idea that I thought was really interesting."

Attanasio, however, is rather hard on himself for the Psycho-esque bait and switch. “The pass-off structure I invented was more clever than good in my view,” he professes. “Because if you introduce the audience to a character and then you [suddenly] kill him, that’s bracing and shocking. But it’s also kind of saying, ‘F— you for investing in this.’ You can do that, but you have to be careful about it … As much as I love all the stuff with Tully, is that the best way to get into this story? It was in the book, but I don’t know…"

If he could do it all over again, the screenwriter says he’d juice up the relationship between Jake and Lena, tighten the plot a little more, and provide a greater narrative context for critical plot points like the US government’s desire to nab as many Nazi eggheads as they could before the Soviets. “I think it’s really crying out for a Hitchcock-ian treatment," he muses, self-effacingly. "It needed to go further into that Hitchcock-ian direction and just be more densely plotted with more twists.”

With a script and cast in place, Phil Messina (Soderbergh’s collaborator on Solaris and the Ocean’s trilogy) began to formulate the physical world of The Good German. “I was so jazzed [about] being able to work on something that was kind of experimental a studio level — and with Steven, who’s pretty fearless that way,” he says. “I had my hands full on trying to figure out what this thing was going to look like."

In keeping true to the productions of the ‘40s, it was decided that principal photography would solely take place in Los Angeles, with the Universal Pictures backlot standing in for the bombed-out ruins of Berlin. “A lot of filmmakers in the immediate aftermath [of WWII] went to Berlin and shot films there, Billy Wilder being one of them,” Cosgrove says. “They were known as this sub-genre called ‘rubble films,’ which were films that were shot in the rubble of post-war Berlin.”

“I went to both the backlots [Warner Bros. and Universal], did a scout, and took extensive photos,” Messina adds. “I realized very quickly that true to the style of those films and also because of a lot of restraints, that we had to really pick frames. It wasn’t about a camera moving. It was not a modern day methodology for making the film … We had these conversations about, ‘Can you even make a film that has constraints that no longer exist? Can you put yourself back in time?’ They did it this way because they were forced to do it this way, not because they’re choosing to do it this way. And that’s a big conceit and whether that was successful or not, I’ll let others decide."

For reference material, the production designer watched old film noirs and hired researchers to sift through “a ton of photos of post-war Germany, [a lot of which] was pretty destroyed, so rubble was going to be a big part of what we were adding,” he continues. And since rubble was a lot of our language, we literally had a rubble department … Between scouting and film and pictorial research, it started develop a scope for what were going to do. It was pretty complicated.”

And since not all productions in the mid-to-late 1940s had the luxury of going abroad like the few American-made “rubble films,” many films set in post-war Germany had to go off photos. “Maybe they’d have a plate unit or something, but they never went there,” notes the production designer. “They had to deal with it from photo. So in some ways, I was doing the same thing that they were doing. We had a little bit of CG, but even 20 years ago, we had to pick and choose our shots for set extensions. It was a big deal. So the goal was to keep it most of it in camera. I feel like we really kind of dipped into their methodology, pretty one-to-one.”

At the end of the day, his job was to capture the archaic, yet charming, simplicity of '40s-era movie magic. The most notable instance of that philosophy can be found in the scene where Jake and Lena are framed against a painted backdrop (see below) in a bombed-out stairwell. “It just really captured what that era was all about. That was something I came up with. It was just romantic and told a lot of the story.”

Says Cosgrove: “Phil Messina’s sets were brilliant … and all of this was on a budget of $30 million, which sounds like a lot, but for a film shot in Los Angeles with movie stars on a studio backlot, that’s pretty fantastic."

“I remember walking around the sets with [Paul Attanasio] and thinking that all of this stuff had been built because of something out of his imagination,” says Cosgrove. “I was watching the expression on his face and he was incredibly moved by that.”

A similar sentiment was shared by Kanon, who visited the set while gearing up to write his 2009 novel Stardust, which takes place in post-World War II Hollywood. What better place to conduct research on that particular period of cinema than the set of The Good German? “I got to go back in time every day to a '40s movie set — same soundstages, same cameras, same costumes as might have been used then,” the author recalls, characterizing Soderbergh as “a model of professionalism.”

Soderbergh’s interactions with Kanon were “were remarkably pleasant, given that the process of transforming a book into a movie can be traumatic for the novelist,” the director says. “But I think he understood … if we were making changes, it was to make the story even more of what it was. We had no interest in compromising what he was trying to do. We were actually trying to really go narrow and deep and and be uncompromising about it. So he seemed very happy that it was happening and my recollection of him seeing the finished film was that he appreciated and understood what we had done. I think the historical novel is a really fascinating genre, and Joe happens to be very good at it.”

Before principal photography began in earnest, Soderbergh “gave everybody a syllabus of films that they had to watch before they showed up on set," Cosgrove remembers. "So we all went to the film noir film school with Steven, which was a great experience.”

The director’s biggest influence, of course, was Michael Curtiz, whose “understanding of staging and storytelling was so deep, especially during the ‘40s,” Soderbergh declares. “I enjoyed living inside of that and really forcing myself to use the rules and grammar that he was using during that period. I didn’t find it restrictive at all. I found it kind of freeing to know exactly what I was allowed to do and what I wasn’t allowed to do. And there were little things I would do that I felt pushed the grammar just a little bit with the belief that if you were operating at that point with the freedom that would come later; little technical flourishes that you would indulge in that would have been kicked back by Jack Warner.”

Once filming officially got underway, Soderbergh began to realize just how much ingenuity film crews of the '40s needed to employ to solve moviemaking problems that would one day become a cinch with the advent of better equipment and CGI. “It’s always a good thing when you have logistical and economic parameters that you have to work within, because it forces you to think laterally instead of vertically all the time," he says. "If the solution to every problem can’t be, ‘Let’s just throw more money at it,’ you have to be more creative.”

And as if trying to recreate a defunct style of filmmaking wasn’t hard enough, Soderbergh also decided to be his own cinematographer and editor, going under the pseudonyms of Peter Andrews and Mary Ann Bernard. “He didn’t look at those three tasks independently,” stresses Cosgrove. “He had edited a scene in his head before he shot it. Our director’s cut was literally [completed] just days after we'd finished shooting.”

In terms of cinematography, Soderbergh wanted to pay homage to a pair of Golden Age DPs, Gregg Toland (Citizen Kane) and Sam Leavitt (Exodus), both of whom “had very different methodologies,” he explains.

“Gregg Toland really pioneered the idea of adhering to a single light source. He would establish whatever the source of the light was and do the best that he could, given the film stocks of that day to really stay faithful to it — no matter where the camera was. That was kind of a new approach. Sam Levitt was exactly the opposite. Sam Leavitt just put a light wherever he wanted to illuminate whatever he wanted to illuminate. It was a very blunt style, and it had its own kind of appeal to me. So the film is kind of a mixture of both of those. There are times where I'm being very, very faithful to whatever the source is in the room, and then there are times where I just put up a lamp and hit somebody with it and, and all the subtlety is out the window.”

“I remember we were originally talking about actually shooting it in black and white, with arc lights. The old kind of lighting [style], really going full method,” adds Messina. “And I’m not quite sure. I think it was maybe the difficulty in actually developing black and white film. With the Digital Intermediate, it was just easier to shoot in color and turn it into black and white.”

One of the trickiest things to pull off was rear screen projection, the now-quaint green screen forerunner used to simulate a moving vehicle. While Soderbergh and his team had hoped to accomplish genuine rear screen projection for the driving scenes with Geismer and Tully, they were, ironically, forced to do it as a green screened CGI effect, albeit with genuine driving footage from the epicenter of the Nazi war machine.

Finding it, however, "was literally a Sisyphean task" and “crazy, crazy impossible,” Cosgrove recalls. “We looked at at archives all around the world, in Russia, in Europe, in the US. I finally found a couple reels where some GIs had basically strapped a camera onto the hood of their Jeep and drove around Berlin in the aftermath of the war. They were turning corners, you could see people. All we had to do was play it in reverse and we could shoot in that classic style. All the stuff in the background as they're driving through Berlin is all actual shots of Berlin from the immediate post-war [period]. Interestingly, the footage we found was in color, so we had to reduce to black and white. But the sense of joy of finding that piece of footage was fantastic.”

Per Soderbergh, this plate footage was shot for Billy Wilder’s 1948 “rubble film,” A Foreign Affair. “I don’t know what we would have done if we hadn’t had that. It would have been impossible to recreate. And back then, the possibility of building it as a total CG background wouldn’t haver worked either,” he says. “So we got really lucky, because studios may hang on to the movie that material was used in, but it’s really rare for them to hang on to that kind of [raw] footage. And it’s interesting. I think that first scene where Tobey picks him up at the airport and we go into the Jeep is a real inflection point for whoever’s watching the movie. You either smile at it and go, ‘Okay, I’m in! They’re going for it!’ Or you’re like, ‘This is weird. That’s not real. This is weird.’”

Given that the film was being made at Warner Bros., Soderbergh came up with the ingeniously meta idea of modeling the theatrical poster design after the iconic one WB had made for Casablanca over six decades before. “It’s the same studio, so I thought why not rip off your own material?” went his rhetorical thinking. “It’s hard to get a good poster these days. I thought that was really beautiful … I had convinced Warners that with critical support, we could build an audience for the film. But people [who saw it] weren’t just angry at it — I think they were maybe confused by its intention.”

The Good German hit theaters on December 15, 2006 to mainly negative reviews from critics, who saw the film as more of an exercise in style over substance when, ironically, Soderbergh was using the singular noir aesthetic as a clever way to get at the substance of the story.

“My sense is that a lot of the negative things that were said were really sticking to the surface of it and not realizing that the style was the Trojan horse to get in and talk about some really difficult aspects regarding human duality,” muses the director. “It was just sort of written off as pastiche. It’s not a pastiche, it’s using that style and that grammar to get at its subject. Part of its subject, in addition to what the United States did in the aftermath of World War II to get Nazi scientists into the country, is also getting at our relationship to the movies — specifically our relationship to the movies from that period, which were restricted in terms of what stories they could tell and how they got to tell them. It would be another 20-plus years before filmmakers could make movies about what was actually happening in the world."

Attanasio, meanwhile, chalks up the film’s failure to a cognitive dissonance amongst the audience, who couldn’t quite reconcile the cynical tone with the appearance of big movie stars. “It creates a kind of a confusion about, ‘What am I watching?’” he theorizes. “And then the audience was changing, too. The audience in the decades that I’ve been doing this has become less curious. They don’t want that kind of confusion, find it piquant, or it just annoys them. That’s only gotten worse in the 20 years since then.”

“It’s a very, very dark ending, but it’s inevitable,” Soderbergh continues, referring to the film’s inversion of Casablanca’s optimistic conclusion. Rather than helping altruistic characters escape on a plane — à la Rick, Isla, and Laszlo — Jake unknowingly secures safe passage out of Germany for a Jewish woman who worked with the Gestapo to save her own life. Did he do the right thing or should he have let her be prosecuted for her crimes? The question and answer are less clear-cut than they might have been in the '40s. “It has to end this way," the director affirms. "I think Cate’s character, who’s both a victim and a monster, was difficult for people to to grapple with. So I should only have been surprised at how hopeful I was about the movie and maybe I was kind of blinded by my happiness at having gotten almost everything I imagined onscreen.”

Interestingly, The Good German was one of two black and white projects being produced by Section Eight in the mid-2000s, the other being Good Night, and Good Luck (recently adapted into a Broadway production starring Clooney). “I think that if you would have asked anybody at that point which one would become part of the cultural conversation, and which one would have more of a limited impact, you would have reversed them," Cosgrove says. "I think we were all very surprised at the reaction of The Good German and pleasantly delighted with Good Night, and Good Luck.”

Adds Messina: “I give credit to the studios back then for actually trying stuff like that. I think we were probably in between some of the Ocean’s movies. So at that point, Steven was kind of like, ‘One for them, one for me.’ It was just a different time and place — and I was glad to have been a part of it.”

Despite the response and a lackluster box office performance (a mere $6 million worldwide against a $32 million budget), the film was recognized by the Academy at the 79th Oscars ceremony for Thomas Newman’s original score, which emulated the swelling and romantic style of Max Steiner (Casablanca, Key Largo).

The 15-time Oscar nominee, came aboard late in the process after Soderbergh showed a cut of the film to a colleague, who encouraged him to nix the original music, which had been “written in the style of like '60s, Italian television," reveals the director. “[My friend] pretty much grabbed me by the lapels and said, ‘That’s fatal! You’re asking a lot of the audience already, but to not have a score done in the idiom of that period, you’re really shooting yourself in the foot.’ He was right. [Thomas’s score] really pulled all of the elements together in a way that the other score was kind of pulling those elements out of orbit. That’s a tough call, to tell somebody that you’re replacing the music, but it had to be done.”

Despite containing all the necessary ingredients for cult status, The Good German has not received much positive reappraisal over the last two decades. “This one has just been a third rail that people who write about films have just not taken up," Soderbergh laments. “And that surprises me, because it’s such a movie lovers movie.”

“My mother-in-law says that it’s become a cult film, although I’ve yet to meet anybody in that cult," commiserates Cosgrove. "But maybe they’re out there…”

With all of that said, deferred support and appreciation has begun to trickle in with the passage of time. In April of this year, for instance, both IndieWire and Collider made compelling cases for why the film stands among Soderbergh’s greatest achievements to date. Naturally, the movie’s biggest fan has, is, and always will be, Soderbergh himself.

“There are very few films I’ve made where, at the end of it, I felt that I’d gotten what I saw in my head before we started,” the filmmaker concludes. “Maybe that clouded my judgment a little bit. I wish we could hand out an old tube black and white television with every disc. That would be a fantastic way to see it.”

The Good German is available to own on 4K UHD and Blu-ray