CHAPTER 6 Dialogue: Making More of Less

BY MICHAEL ELDRIDGE

A film that just knocked me out is Broadcast News (written and directed by James L. Brooks). Especially the dialogue. The plot is basically a love triangle set in a major network television newsroom. Two men, an accomplished field reporter and a newly hired airhead anchor, vie for the affections of Jane Craig, the news producer. Jane is a whip-smart woman who excels at one of the most demanding jobs around, but she's not without her problems.

Practically every line of dialogue in this movie is a gem, but let me point out one moment in particular. The entire news staff is at a party when a U.S. fighter jet is shot down over Libya. It's big news, and the team goes into overdrive. The head of the division, Paul, decrees that Tom, the airhead, will take his first shot at anchor for this breaking story. Jane takes Paul outside and argues that the pretty boy is nowhere near ready. Paul disagrees, saying that's only her opinion. Adamant, Jane states that it's not opinion. And the rest of the dialogue goes:

PAUL

It must be nice to always believe you know better.

To think you're always the smartest person in the room.

JANE

(from her depths)

No, it's awful.

In those three words—"No, it's awful"—Jane sums up the whole dilemma of her life. Yep, she is always the brightest bulb on the porch, and because she knows that, she can't just let things go when they don't seem right to her. But this attitude isolates her, drives people away, and leaves her lonely, neurotic, apt to close her office door, turn off her phone, and go on a good crying jag. (As one of Jane's colleagues say, "Except for socially, you're my role model.") All of Jane Craig, her faults and strengths, shoot through in those three words.

That's how you make dialogue effective in film. You whittle it down and ensure that every word counts. It's the art of making more of less. Every line should contain layers of information, emotion, characterization, meaning, so much so that the audience can't even get a piece of popcorn to their mouth without freezing in mid-nibble to concentrate on what the characters are saying.

Here's another reason you need to keep the dialogue whittled down. Film is a visual medium. Those visuals trump talk. You can—and should have—great scenes, where there is little dialogue or none at all. Less dialogue means more room for visual storytelling.

Yet most of what you see in an actual script is, in fact, dialogue. And many people reading scripts focus primarily on the dialogue. When those actors on the screen speak, we pay close attention to what they say. Dialogue is one of the most crucial elements of any screenplay. Great dialogue can help your screenplay, your entire story, take flight and soar like a big ol' jet liner, while bad dialogue, on the other hand, rips the wings off and sends that plane hurtling to the ground. Such fiery explosions are good for action movies. Bad for your career.

The Illusion of Reality

First off, you want your characters to sound like real people. Good dialogue has a natural feel and flow. This seems simple enough; after all, most of us are pretty experienced at running our gums. But the fact is, it's not always easy to pull off on the page.

Here's a good bit of natural-sounding dialogue from The Shawshank Redemtion. Red and Andy are "celebrating" Red's thirty-year anniversary in Shawshank and yet another parole rejection.

EXT. PRISON YARD - DUSK

Red emerges into the fading daylight. Andy's waiting for him.

RED

Same old, same old. Thirty years. Jesus. When you say it like that . . .

ANDY

You wonder where it went. I wonder where ten years went.

Red nods, solemn. They settle in on the bleachers. Andy pulls a small box from his sweater, hands it to Red.

ANDY (CONT'D)

Anniversary gift. Open it.

Red does. Inside the box, on a thin layer of cotton, is a shiny new harmonica, bright aluminum and circus-red.

ANDY (CONT'D)

Had to go through one of your competitors. Hope you don't mind. Wanted it to be a surprise.

RED

It's very pretty, Andy.

Thank you.

ANDY

You gonna play something.

Red considers it, shakes his head. Softly:

RED

Not today.

Let me point out a few basic things that will help you achieve this kind of naturalness.

Don't worry about perfect grammar. People don't always speak grammatically; no reason they should in movies. Notice how Andy drops pronouns—"Wanted it to be a surprise"—and doesn't use complete sentences—"Anniversary gift." He also uses the very ungrammatical "gonna," as people often do in real life.

Use contractions. Red doesn't say, "It is very pretty." He says, "It's very pretty." In real life, people almost always use contractions when possible. Lack of contractions is a sure path to stilted speech.

Keep it moving. Don't let any character ramble on for too long before the other character speaks. Real-life conversation usually bounces back and forth like a Ping-Pong match. Note that you can also get that back-and-forth going between character "lines" and bits of physical action. Red is pensive in the Shawshank scene so Andy does most of the talking, but his lines are interrupted with bits of action with the harmonica. Rule of thumb: You shouldn't go more than three or four lines each time a character speaks unless there is very good reason.

A good way to ensure that your dialogue is natural is to read it aloud. It should fall trippingly off the tongue, feel real to you as you speak it. If your dialogue is phony, you'll know it as soon as you're forced to act it out yourself.

Aside from that, it's just a matter of developing your ear so you have a feel for the way people actually talk. Listen to how real people talk. Pay attention to what they say. What verbal tics do you notice? How is the way people really talk different from what you thought? You might even transcribe pieces of overheard conversations to see what authentic talk looks like on the page.

But hold on a moment. Time to spin this around with a paradox. I've said that dialogue should sound real—but the fact is, dramatic dialogue is actually far removed from real-life speech. We falter all over the place when we speak, and often we take forever to get to the point. Mere transcriptions of conversations are duller than dishwater, and you'd be committing a felony against your audience if you made them sit in the dark and listen to it. Dialogue is not real-life speech, but it should give the illusion of being so. Dialogue is actually a highly compressed version of everyday speech. If drama is anything, it is the essence of life, the boiled-down version of the everyday that carries a punch and says something at all times. Any great story, from your whiz-bang actioner to your quietly pitch-perfect drama, keeps the audience on their toes at all times with new information. If you look back at that Shawshank passage, you'll see that every line has meaning, carries the drama forward in some way. Every word matters.

Now, take a look at the same scene from Shawshank, with the dialogue uncompressed.

EXT. PRISON YARD - DUSK

Red emerges into the fading daylight. Andy's waiting for him.

RED

Same old, same old. I was rejected by the parole board again. Every time, same damn thing. Thirty years. I've been in this prison for thirty years now. Jesus.

When you say it like that, you gotta wonder where the time went.

ANDY

Yeah, you wonder where it went. I wonder where ten years went. But you . . . thirty. I can't even begin to imagine how you must feel.

Red nods, solemn. They settle in on the bleachers. Andy pulls a small box from his sweater, hands it to Red.

ANDY (CONT'D)

I bought you an anniversary gift. You didn't think I'd forget, did you? Go ahead, open it.

Red does. Inside the box, on a thin layer of cotton, is a shiny new harmonica, bright aluminum and circus-red.

ANDY (CONT'D)

I had to go through one of your competitors. I hope you don't mind my subterfuge. I wanted it to be a surprise and that was the only way I could pull it off.

RED

It's very pretty, Andy. Look at that, will ya? This baby's a beaut. Thank you.

ANDY

You gonna just look at it or you gonna play something?

Red considers it, shakes his head. Softly:

RED

Sorry, I'm not in the mood.

Besides, I don't even know if I remember how to play.

Been so long. Not today.

This isn't exactly terrible dialogue. It sounds natural enough, might even be more realistic than the first version. But nothing is gained from beefing up the lines like this. In fact, you lose a lot. Read this passage aloud and see how long it takes. Dialogue takes much longer to say aloud than it does to read on the page, something you might not realize when you're madly typing away. The longer version of the scene would draaaaaag on screen. The first version of this passage moves much more quickly and yet says everything the longer version does. Compressed dialogue helps the actors, too, giving them more room to infuse every line with meaning rather than wasting their time yapping unnecessary words.

It's okay if your dialogue is long and windy in the first few drafts. You can trim, cut, reduce it to the perfect length later. You'll go through the same process. Here are a few techniques to help compress your dialogue.

The first is incredibly simple. Just cut out as many words as you can. If you have a speech with, say, four sentences, see if you can't lose two of them. Usually, you can.

It'll also help if you follow the principle of "enter late, get out early." That doesn't mean that every scene must fly by; it simply means that you want to start each scene at the moment when the drama is high. Then get out of the scene before the drama starts to flag.

Perhaps the most important thing is to know what your characters want every time they speak. Dialogue must be motivated by some kind of desire, be it conscious or unconscious. The question you have to ask, and you have to ask it for every line of dialogue, is this: Why is this character speaking? If you don't have a good answer, it's a cutable line. If you do have an answer, then you can focus the line better.

Another technique for compressing dialogue is to find the words that trigger another character to respond, preferably quickly and emphatically. The most basic trigger is the question mark. What's your name? We're triggered to respond. But triggers aren't just questions, they're words or ideas that compel a character to respond. Take a look at this passage from Sideways:

Jack and Miles are served breakfast by a young, innocently sexy WAITRESS. Jack leers after her.

JACK

Fuck man. Too early in the morning for that, you know what I mean?

MILES

She's a kid, Jack, I don't look at that stuff anymore.

JACK

That's your problem, Miles.

MILES

As if she'd be attracted to guys like us in the first place.

JACK

Speak for yourself. I get chicks looking at me all the time. All ages.

Each idea that comes up, Jack or Miles jump right on it with their response, contradicting and pushing each other—and thus accelerating the pace of the dialogue. Dialogue that is sharp and effective is a series of trigger-response-trigger-response, sharp volleys and returns. Not only does the dialogue keep clipping along, the conversation remains dramatic.

It's also interesting to consider which words or ideas a character personally considers a trigger. This can say a lot about the character responding, and the relationship between the characters. For example, you're in your study, working away on your brilliant screenplay. Your partner comes home, slams the door, and says:

PARTNER

Will you take a look at yourself! You never have dinner ready when I get home! You just sit there and work on your little screenplay!

Now there are a lot of potential triggers there. If things are really on edge in this relationship, you might be triggered by that first shot: "Will you take a look at yourself?" Maybe you're most annoyed that your partner expects you to be the one who always provides dinner, and so you jump on the second line. Or let's say you're a relatively calm person and you don't mind that dinner is expected of you but that crack about your "little screenplay" is what makes you jump out of your seat and fight back. All of these are very specific character choices. (By the way, you should always stand up for yourself if someone is condescending about your screenplay. Write that movie and order some takeout.)

Take a Shot

Eavesdrop on a real-life conversation. Then try to write down the conversation verbatim, just as you heard it. It won't be possible unless you use a tape recorder, but try. Then write a much briefer version of the conversation in screenplay format, distilling the essence of the characters and the situation. It's fine if you fabricate dialogue to achieve this. Keep the new version under one page.

Stylization

Okay, so dialogue should sound real, but better than the conversational flotsam that we call real-life speech. Sometimes it's much better than real. Characters in movies often say things that are far sharper, smarter, wittier, more eloquent than what we poor mortals usually utter. While walking about in your day-today life, you may never have said something as good as, "Of all the gin joints in all the towns in all the world she walks into mine." But your characters can, and will, say stuff this good. You don't want to lose all semblance of naturalness, but it's often okay to let your characters phrase things incredibly well, creating lines that are truly memorable. This is all part of giving the illusion of reality.

Some movies take this concept even further and use dialogue that is somewhat stylized. This is a conscious choice made to suit the world of the movie. A good example is Glengarry Glen Ross, which David Mamet adapted from his own play. The movie is set in a capitalist hell, the dog-eat-dog world of real estate sales, a little shady and very rough. Here, two salesmen, Roma and Moss, are tearing into each other:

MOSS

And what are you, Ricky, huh, what are you, Bishop Sheean? Who the fuck are you, Mr. Slick . . . ? What are you, friend to the workingman? Big deal. Fuck you, you got the memory of a fuckin’ fly. I never liked you.

ROMA

What is this, your farewell speech?

MOSS

I'm going home.

ROMA

Your farewell to the troops?

MOSS

I'm not going home. I'm going to Wisconsin.

ROMA

Have a good trip.

The dialogue brings you right into this viper's nest of salesmen. The characters are filled with so much rage and frustration that they pummel each other with words, in a roughshod, Gatling-gun style. The longer speeches burst out from the mouths of these characters as if they were expelling pieces of their souls, be they sad or violent, full of bile or brimming with guile. The dialogue is exactly real for that world, if not totally realistic.

Stylized dialogue is rare, more commonly heard in theater than film nowadays, but it has been used to good effect in movies. Probably the most frequent use is in hard-boiled dramas like Double Indemnity, and futuristic stories like The Matrix. If you try it, you'll need to do it really well, but if you can pull it off, you'll plunge the audience into a whole new world.

How Characters Talk

One of dialogue's primary functions is to reveal character. How characters speak, what they choose to talk about, how they relate to the world verbally. These things speak volumes about people—their background, personality, sensitivity to certain situations.

For me, I know, truly know, a character inside and out when their dialogue starts to come easily. When it flows. Until then, I'll write some lines that clang like a wrench in an empty bathtub. I don't worry too much about it at the beginning. Usually I'll write my way into knowing the character, and, soon enough, all will feel right with the world. It's a gorgeous moment in the process. When you come to know these characters well enough to really make them live, suddenly your fingers are flying across the keyboard, and the dialogue starts to sing.

A common pitfall for many writers is making all the characters sound vaguely alike. Often, this will reflect the way you speak. It's natural; we go with what we know. Push yourself, however, to find the specific vocabulary, rhythms, verbal quirks, and attitudes of each of your characters. The more you can differentiate between each character's way of speaking, the more distinctive they will become.

See if that isn't true in this exchange from Die Hard between Hans Gruber and John McClane:

HANS

Mr. Mystery Guest. Are you still there?

MCCLANE

I wouldn't think of leaving, Hans. Unless you want to open the front door . . . ?

HANS

I'm afraid not. But you have me at a loss — you know my name, but who are you?

(scornfully)

Just another American who saw too many movies as a child. Another orphan of a bankrupt culture who thinks he's John Wayne . . .

Rambo . . . Marshal Dillon.

MCCLANE

Actually, I was always partial to Roy Rogers. I really dug those sequined shirts.

HANS

(harsh)

Do you really think you have a chance against us, Mr. Cowboy?

A LIGHT blinks on the elevator.

MCCLANE

(long pause)

Yipee-ki-yea . . .

motherfucker.

These two characters are worlds apart—Hans, the urbane European criminal and McClane, the shoot-from-the-hip American cop—and they sound it. There is a formal elegance to Hans's lines, apparent in phrases such as "You have me at a loss" and the perfect condescencion of "orphan of a bankrupt culture." McClane is a guy who says "dug," manages flippancy in almost every line, and has no problem with a little vulgarity. You could cover up the names and easily detect who was speaking, something you should be able to do in your own scripts.

Take a look at this exchange from Thelma & Louise between two very different characters who come from the exact same background, Thelma and her husband, Darryl:

THELMA

Hon.

DARRYL

What.

THELMA

(she decides not to tell him)

Have a good day at work today.

DARRYL

Uh-huh.

THELMA

Hon?

DARRYL

What?!

THELMA

You want anything special for dinner?

DARRYL

No, Thelma, I don't give a shit what we have for dinner. I may not even make it home for dinner. You know how Fridays are.

THELMA

Funny how so many people wanna buy carpet on a Friday night. You'd almost think they'd want to forget about it for the weekend.

DARRYL

Well then, it's a good thing you're not regional manager and I am.

We can hear that Thelma is sweet, or at least cowed, by the way she says "Hon" and the way she wishes Darryl a good day and asks his preference for dinner. We can immediately hear that Darryl isn't remotely interested in Thelma from his abrupt sequence of "What—Uh-huh—What?!" If there were any doubt about Darryl being a jerk, we'd get it from his vulgar, "I don't give a shit what we have for dinner."

There is often a power dynamic in scenes, with one character establishing more dominance than the other. Darryl is obviously the dominant one here, though Thelma makes a subtle comeback with her comment about people buying "carpet on a Friday night." We know she knows he's up to no good, even though she won't say it.

We also get a sense of the backgrounds of these characters, southern and probably not too highly educated. Their speech is very colloquial and neither would be able to match Hans's elegance nor McClane's flippancy.

This brings us to the question of dialects. Do not write them phonetically, à la Huckleberry Finn. It's too difficult to read, and you're almost guaranteed to offend someone. Simply say in your description that the character is from the South, or Irish, or whatever designation you need, then indicate the dialect with little touches. The southernness of the characters is easily apparent in this exchange between Thelma and Louise:

LOUISE

How come he let you go?

THELMA

'Cause I didn't ask him.

LOUISE

Aw, shit, Thelma, he's gonna kill you.

The small details, such as "How come . . . " and "Aw, shit" and "'Cause," give just enough regional flavor to get the point across.

Another way to reveal character through dialogue is to determine how a character would play to a certain audience. I'm not speaking of the audience watching the movie, but rather the audience the character is speaking to. We all change our way of speaking according to our audience—our friends, our boss, a check-out cashier, and so on—and those modulations say a lot about us. If we see a man who's normally smooth and easy suddenly become tongue-tied in front of his mother, we know there's a problem in this relationship. The woman who can't say the right thing to save her life on a date, but is the picture of poise in the boardroom? We know her confidence socially needs to come up a level.

An example from my own experience. I was traveling in Connecticut with an old friend at the wheel of my car. He was speeding, and in Connecticut that's not good. I asked him, twice, to slow down. Then, the inevitable; we got pulled over. Two state troopers ambled up to either side of the car. And my dear friend rolled down the window and said to the mirror-shaded trooper, "Hey Deputy Dawg, trying to make your fucking quota?"

Oh, dear. Bang, we're both out of the car and getting patted down as cars whiz past on I-84. Good times.

But what does it tell you about my (former) pal? Rebel. Rude. Maybe not too bright. Problems with authority. Funny guy, certainly. Maybe a little selfish (I wasn't speeding, and yet I was facedown on the hood alongside him). Headed for jail eventually (indeed, he was). And all of that characterization comes from one line of dialogue.

Subtext

Again, we look to inspiration from real life to help us with dialogue. It's a little peculiarity of human nature that we very rarely say exactly what we mean. We avoid saying exactly what we mean because we're too polite or too afraid or perhaps we don't even know the truth ourselves. Conversations in real life are exercises in detective work. The same should be true of dialogue. Whenever you have characters say exactly what they mean, it's known as writing "on the nose." Very often when writers discuss each others' scripts, you'll hear someone say, "This is much too on the nose." It's not meant as a compliment.

So you want to bring subtext to your dialogue, at least a good part of the time. To break it down: Text is what a character says; subtext is what is truly meant.

Let's illustrate with a brief exchange from Sideways. Miles and Jack are at the bar of a winery. Jack begins flirting with Stephanie, the pourer. When Miles shows disapproval, Stephanie attempts to shut him up with a hefty pour of wine:

JACK

You're a bad, bad girl, Stephanie.

STEPHANIE

I know. I need to be spanked.

What's really going on here? Simple. Jack is coming on to Stephanie, she's letting him know that she'd be up for an evening with him (and she's up for more intriguing things than the standard missionary position). They don't come right out and say these things, but the subtext is pretty clear.

Subtext achieves three crucial things: It makes the dialogue more realistic; it adds a layer of dramatic tension, tension between the spoken and unspoken; and it makes the audience an active part of the drama—they have to really listen and piece things together for themselves, as you would do if you were eavesdropping from nearby. This last reason treats the audience as if they have a little intelligence while also giving them some voyeuristic fun. The above passage would fail miserably on all three counts if it were written too on the nose, like so:

JACK

I'd love to sleep with you, Stephanie.

STEPHANIE

Okay, tiger, that could probably be arranged.

Of course, subtext is not always as simple as it is here between Jack and Stephanie. Later in the film, after a double date (Jack with Stephanie and Miles with Maya), they all go back to Stephanie's place. While Jack and Stephanie disappear to make whoopee in another room, Miles and Maya are left alone. They are obviously attracted to each other, but both carry romantic baggage and their courtship is fraught with awkwardness. Instead, they discuss wine.

MAYA

Why are you so obsessed with Pinot? That's all you ever order.

Miles smiles wistfully at the question. He searches for the answer in his glass and begins slowly.

MILES

I don't know. It's a hard grape to grow. As you know. It's thin-skinned, temperamental. It's not a survivor like Cabernet that can grow and thrive anywhere . . . and withstand neglect. Pinot's only happy in specific little corners of the world, and it needs a lot of doting. Only the most patient and faithful and caring growers can do it, can access Pinot's fragile, achingly beautiful qualities.

It doesn't come to you. You have to come to it, see? It takes the right combination of soil and sun . . . and love to coax it into its fullest expression. Then, and only then, its flowers are the most thrilling and brilliant and haunting on the planet.

In the context of the scene, we know they're not just talking about wine. This is a wooing scene, every bit as much as the previous exchange between Jack and Stephanie, but these are two very different pairs of people and they express themselves in very different ways. With Jack and Stephanie, the subtext was close to the surface. With Miles and Maya, two highly guarded people, it's submerged a few layers.

What's really going on here? Maya asks why Miles is obsessed with Pinot not only because she's interested in this particular grape (although she is) but because she wants to know Miles better. Then Miles launches into a long passage describing his penchant for Pinot. The speech is a mixture of various subtextual messages, no less complex than a bottle of superior wine. Really, Miles is telling Maya about himself, confessing that he is a difficult person. He's not happy-go-lucky like Jack, but under the right conditions he's a person very much worth knowing. He's actually making a case for those of us whose true potential isn't always easy to see. And by making such a painfully honest disclosure, he is showing Maya that he hopes she will understand and be that person who allows him to blossom.

Maya has invited intimacy, and Miles has reciprocated. And they have talked about nothing but wine. It's a breathtaking moment of drama.

As previously mentioned, generally it's best to keep your dialogue lines short and to the point. Every now and then, however, a long speech is right for the moment. Speeches should work like an aria in opera, a passionate expression that cannot be contained in a mere few words. Save your arias for those moments when your characters are bursting with emotion, and then make the dialogue worthy of those emotions. The Pinot speech is a wonderful aria, a high point of the movie.

In the two examples from Sideways, the characters are sort of saying what they mean, their words just dancing around the meaning a bit. For example, by simply changing a few words in Miles's speech, you could have him talking directly about himself. Other times, though, the text will have no direct relationship to the subtext.

That's how it happens in this passage from Thelma & Louise. When Louise and Jimmy go off to their motel room in Oklahoma City, Thelma is left alone in her room. There is a knock at the door from J. D., the studly hitchhiker they dropped off a short while ago.

Thelma opens the door and there stands J. D., soaking wet from the rain pouring down behind him.

J. D.

I just thought I . . . I know I'm supposed to be gone, but . . .

He's kind of looking over toward the road. He's still slightly shy.

J. D. (CONT'D)

I'm not having much luck getting a ride.

He notices, looking past her into the room, that Louise isn't there. Thelma just stands there looking at him.

J. D. (CONT'D)

Well, I guess I better . . .

THELMA

Wait . . . ! Um, where ya going?

J. D.

I don't know. Nothin'. What are you doin'?

The whole concern of his getting a ride, or where he may be going, isn't of any consequence at all. Those are just filler words because neither one of them wants to come right out and say what's really on their minds. In truth, J. D. wants to be invited in but he's playing polite, feeling out the situation. Thelma wants to invite him in, only she's just a teeny bit reluctant, never having done anything like this before. All kinds of things are flittering around beneath the hemming and hawing.

And there are times when the text is completely the opposite from the subtext. As the law starts closing in on Thelma and Louise, the two women begin to sense there is no easy way out for them. Since they are dead set against going to prison, they know they will probably die. But instead of talking about their imminent demise, they try to buck up each other's courage with a pleasant pipe dream. Here's what they say while drivin' down that road.

LOUISE

We'll be drinkin' margaritas by the sea, Mamasita.

THELMA

We can change our names.

LOUISE

We can live in a hacienda.

THELMA

I wanna get a job. I wanna work at Club Med.

LOUISE

Yes! Yes! Now what kind of deal do you think that cop can come up with to beat that?

THELMA

It'd have to be pretty good.

LOUISE

It would have to be pretty damn good.

The scene is incredibly poignant because we know they know the truth but they can't bear to let their minds dwell on it. So they discuss something as far removed from death as possible, drinking margaritas by the sea. It becomes even more heartbreaking because when they talk of haciendas and changing their names we feel their intense desire to be free, acting independently for the first time in their lives, and now that they have begun to achieve this desire, they will not be given the chance to let it play out. And yet, neither one crumbles and cries. With these words, we see they are choosing to face their destiny with bravery and good cheer.

Most of the time, characters are aware of their own subtext. They may or may not be thinking to themselves that they're speaking with double meaning, but they have a general sense of what they're doing. There are exceptions, however, where a character is not aware of the double meaning. For example, a junkie who states, "I'm not an addict," may be in denial about his addiction. When Miles discusses the wonders of Pinot, he probably didn't set out to talk about himself; it was probably just a matter of his subconscious desires emerging through his words.

Subtext is one of the keys to great dialogue. Examine every line of dialogue you write to see if you can make it less on the nose. You'll find that in almost every case, the dialogue will improve with a little subtext. You're walking a tight line, of course. You have to make the subtext clear enough so the audience can understand what's going on, but you don't want to make it so obvious they feel insulted. Usually, the context alone will do it, but sometimes physical clues will help, as you're about to see. And don't worry about whether the actors will get it. Actors live for subtext, which allows them to act, rather than parrot overwritten dialogue.

Physical Accompaniment

Dialogue should not go unaccompanied. Characters do things before, during, and after they speak. You don't want to go overboard, directing every move the characters make, but you should pay attention to the physical action that goes with dialogue. Choose these actions as carefully as you choose the dialogue; they speak just as loudly, often more so. In fact, whenever you can convey something through action instead of words, do that, as it makes things more visual.

Look at this passage from Tootsie. Les, a regular guy with a farm, falls for Dorothy and proposes to her, with a ring and all. Then Les, poor man, discovers along with the rest of the world that Dorothy is really Michael Dorsey. At the end of the movie, Michael shows up at the bar that Les frequents, hoping to make amends. Here's what happens:

Les enters, takes his usual place at the bar. CAMERA PANS to see Michael rise from a table and move to a stool next to Les. Les turns back to him. They stare at one another a beat, then Les turns back to the TV. Michael reaches into his pocket and puts the ring box on the bar; pushes it toward Les, who does not take his eyes off the TV.

LES

(sotto)

Get that off the bar, or I'll break your hand.

MICHAEL

I thought you'd want it back.

LES

(side of mouth)

Outside. Give it to me outside.

Michael puts the box away.

The opening actions substitute for dialogue, brilliantly at that. We don't need Michael explaining who he is to Les; it's better to let these two men wordlessly stare at each other. And we don't need Michael explaining why he's returning the ring; it's obvious enough that marriage is out of the question, and it's funnier for Michael to simply set the ring on the bar. And then the ring becomes a great source of tension for Les because he's sitting in this very macho bar getting an engagement ring returned from a man, which launches us into the humorous exchange that follows. You could do this scene without the actions around the ring, but it wouldn't be nearly as visual, or as good.

Remember, also, that we all speak through body language and nonverbal clues. And here's the kicker, a lot of times, our physical language is far more revealing than what we say. It can even contradict what we are saying. Think of a charged situation; for example, asking someone out for a date when you have no idea if he or she is interested in you. What if it were to play something like this:

MAURICE

Would you like to have dinner with me one evening?

SHEILA

(not looking up from her book)

Uh, sure, Maurice . . .

Dinner might be nice.

Ouch. The truth here is pretty obvious. Look for those times when physical language can help bring subtext to the fore, and you will have a potent dramatic moment, rather than a limp line of dialogue.

Here's another situation. A woman has had a little too much to drink, gets sick in the parking lot of a bar. A man attends to her and makes a somewhat drunken compliment to her, even after she's puked. Nothing really bad, right? Now take a look at this moment from Thelma & Louise:

Thelma has been sick. She has Harlan's handkerchief and is wiping her mouth. Harlan has backed off for this part, but he's right back in there.

HARLAN

How ya feelin' now, darlin'?

Harlan is leaning close to Thelma's head, and she pulls her head away.

THELMA

I guess I'm startin' to feel a little better.

HARLAN

Yeah, you're starting to feel pretty good to me, too.

He pulls her to him and tries to put his arms around her. Thelma pulls away.

When I read this script—forget seeing the film itself—I knew there was trouble on the way. My tension shot up, even though the dialogue, on the surface, is unthreatening. Here the physical accompaniment is perfectly played. First, Thelma's actions put her in a vulnerable position, throwing up in a honky-tonk parking lot. She is sick and practically helpless. Then check out Harlan's actions: "Harlan has backed off for this part, but he's right back in there" and "Harlan is leaning close." You immediately sense that this guy is invading her space, at the worst possible time. There's evil on his mind. We can see that Thelma senses the danger, too, because she "pulls away" twice, trying to get clear from Harlan. Also notice how the meaning of the action finally merges with Harlan's words, "Yeah, you're starting to feel pretty good to me, too." If Harlan had sneered, put his bad-guy voice on, and stated his intention flat out from the start, the moment wouldn't give us that same horrible sensation in the pit of the stomach.

We respond to physical actions and physical language in ways that we don't always feel through verbal communication. These feelings are often deeper, truer, more visceral. Keep this in mind. Seek out physical accompaniment that will support and expand on the meaning of your dialogue in every scene, and you'll go even further on your way to making every word count.

Exposition

Simply put, exposition is dialogue designed to give the audience information about plot, character, conflict, or backstory. But there's another kind of exposition: the moment when good movies can go bad. Here's the problem with exposition. It's necessary, because there's always information the audience must know. All too often though, it's handled badly.

My favorite example is when the archvillain explains his plan for world destruction to the hero, right before killing him. Silly as it is, you still see this in certain popcorn flicks. Of course, it's there for a reason. They need to set the stage, explain the situation, give the hero a chance to escape. We roll our eyes and forgive it, because it's a summer film and the air conditioning feels good. But all too often, even in films that should know better, exposition comes too on the nose. It's boring, stupid, and not believable.

So, how to keep exposition from killing your screenplay? The first and best advice: Use visuals. If it's possible to replace expositional dialogue with something visual, go for the visual. The visual will convey the information faster and more effectively. Let's say you've written a long dialogue passage in which a character explains that he hates his job as a traffic cop. Drop it. Simply show something like this:

Frederico stands in the middle of the street, looking hot and miserable in his uniform. As he holds a line of cars at bay, he is answered with a symphony of dissatisfaction from the drivers, who honk and hurl verbal abuse. Frederico flips the finger at a driver.

We get it just fine, better than with the dialogue.

But visuals won't always work. You'll need dialogue at times. When you do, choose your situations well. Give only as much exposition as is necessary and select the right time for it. Remember The Matrix? For the entire first act, the movie teases us with mention of the Matrix without really explaining what it is, all the while making us very curious with unbelievably cool visuals. By the time we meet Morpheus, we are ready to take the red pill 'cause we're so damn eager to find out what the deal is with this Matrix.

How about a subtler example? An important aspect of Miles's struggle in Sideways is that he's clinging to memories of his ex-wife. We need to know about his marriage, but the exposition is carefully parceled out over the course of the film. First we get to know Miles a bit, growing curious about him, but we know nothing about his marital status. A little ways in, our first hint comes at his mom's house, when he looks at his wedding picture—visual exposition. We now know that Miles is, or was, married. In the next scene, his mom asks:

PHYLLIS

Miles, when are you going to get married again?

MILES

Mom, I just got divorced.

We now know he was recently divorced. But we don't know how he feels about it until forty minutes into the film, when he and Jack are talking on a hillside in lovely wine country.

MILES

Victoria and I used to like this view.

(lost in nostalgia)

Once we had a picnic here and drank a '95 Opus One. With smoked salmon and artichokes, but we didn't care.

JACK

Miles.

MILES

She has the best palate of any woman I've ever known.

She could even differentiate Italian wines.

JACK

Miles, I gotta tell you something. Victoria's coming to the wedding.

MILES

I know. You told me. I'm okay with it.

JACK

Yeah, but that's not the whole story. She got remarried.

MILES

She what?

(long pause)

When?

Now we know everything—Miles is still stuck on her, she's remarried, and this is devastating news to him. The writers could have laid out all this exposition earlier in the film, but they wait until we care about Miles, until we're actually interested in his deepest pain. There is also the bonus of turning the revelation into an especially dramatic moment, soon followed the wonderful visual of Miles racing through a vineyard swigging desperately from a bottle.

Not only do you need to find the right amount of exposition and the right moment for it, but you need to find a way to sneak it into the dialogue, so we get what we need in the midst of what feels like a realistic conversation. Many a screenwriter has gone quietly mad trying to accomplish this feat. So let me give you a few strategies to help keep you out of the padded room.

Strategy #1: Often the quickest and clearest way is to have your character talk to someone with whom he or she isn't familiar. Your character will have to connect the dots simply because the stranger doesn't have any prior knowledge of the character's life. There's a pitfall here, though. If there's no plausible reason for the conversation, you'll get what I call the "bartender scene." You know, the scene where a character pours out his or her soul to a bartender or waiter or whatever. There's no real reason for the character to do this, and the bartender is of no importance to the story. It feels fake.

Early in Die Hard, there is a talk-to-a-stranger encounter that manages to avoid feeling like a "bartender" scene. McClane gets picked up at the airport by a limo driver named Argyle who starts asking questions.

ARGYLE

So, you divorced or what?

MCCLANE

She had a good job, it turned into a great career.

ARGYLE

But meant her moving here.

MCCLANE

Closer to Japan. You're fast.

ARGYLE

So, why didn't you come?

MCCLANE

'Cause I'm a New York cop who used to be a New York kid, and I got six months' backlog of New York scumbags

I'm still trying to put behind bars. I don't just get up and move.

ARGYLE

(to the point)

You mean you thought she wouldn't make it out here and she'd come crawling on back, so why bother to pack?

MCCLANE

Like I said, Argyle . . . you're fast.

We get plenty of necessary backstory on McClane and his wife without feeling manipulated. Why? Argyle is set up as a bit of a Chatty Cathy, and McClane is so out of his element in this limo that he sits up front. So, they are practically forced to talk and the conversation leads naturally enough to the reason McClane has come to L.A. The whole scene feels perfectly natural.

Strategy #2: Place exposition in the midst of a heated exchange between characters. Exposition doesn't mean we need to take time out from drama. Make it dramatic. People are more likely to overstate things in heated encounters, giving us more information, and the highly charged atmosphere will disguise the fact that you're sneaking exposition into the mix.

Look at this scene from Tootsie, where Michael charges into the office of his agent, George, demanding to know why he didn't get an audition for a certain part. Michael is angry, pushing his agent to exasperation.

MICHAEL

I bust my ass to get a part right!

GEORGE

Yes, but you bust everyone's else's ass too. A guy's got four weeks to put on a play —he doesn't want to argue about whether Tolstoy can walk if he's dying.

MICHAEL

The guy was an idiot. That was 2 years ago.

GEORGE

They can't all be idiots.

That's the last time you worked! You argue with everyone. You've got one of the worst reputations in town. Nobody will touch you.

MICHAEL

Wait a minute now . . . what are you saying? That nobody in New York will work with me?

GEORGE

No. That's too limiting. How about no one in Hollywood will work with you either. I can't even send you up for a commercial. You played a tomato for 30 seconds and they went a half day over because you wouldn't sit down!

MICHAEL

It wasn't logical.

GEORGE

You were a tomato! A tomato doesn't have logic! A tomato can't move!

MICHAEL

That's what I said! So if a tomato can't move, how can it sit down? I was a great tomato! I was a stand-up tomato!

There is a busload of exposition in there and it's almost all on the nose. It works, though, because the situation is rife with conflict, not to mention devastatingly funny. You might also notice how effectively triggers are used to shoot the scene forward. Not everyone would get upset about being told to move as a tomato, but everyone isn't Michael Dorsey. (Also notice how this dialogue just jumps off the page at you. Great dialogue will do that. Readers will forget they are looking at a sheet of paper and will start seeing the scene, hearing the voices.)

I have to be honest, though. You can't always have characters exposing their lives to strangers and you can't always disguise exposition with a heated scene. Most of the time, you need to bite the bullet and get information across in a conversation between people who know each other and are acting rationally. This is toughest way to do it, but it must be done. Which brings us to . . .

Strategy #3: Crafty planning. We have our close companions with whom we talk about our lives, our histories, our jobs. But those conversations, rendered realistically, are next to useless for exposition. For example, earlier today, I had this very conversation with a good friend:

FRIEND

Done?

ME

Eh. No.

FRIEND

Man, you're slow.

ME

Alex called twice. I don't need you on me, too.

Do you know what's going on? Of course not. That shorthand exchange is actually about this very chapter you're reading, which was a little . . . (ahem) late . . . to my editor, Alex. Now, for you to know that, I'd have to add more information. But I can't add too much, or we get something like this terrible exchange:

FRIEND

Are you done yet with that chapter you're writing for the Gotham screenwriting book? You know, the one you're three weeks late turning in?

ME

No. I'm not done, and I'm feeling very frustrated.

HIM

You should be frustrated.

It's terrible that it's taken you so long. You're a slow writer.

ME

Don't insult me. I have enough problems. The editor of the book, Alex, has called twice asking for the chapter. I think he's getting annoyed with me.

What's the problem here (besides my missed deadline)? This is a conversation between two people who know each other, and all the extra information is completely out of place. We wouldn't have to explain it to each other. The dialogue feels false.

So, find a balance. Give just enough clues to let the audience in on things while still keeping the dialogue natural. When dialogue is done well, the audience will feel like they're flies on the wall but they'll also gain insight into the situation. Here's my third and best attempt at the scene:

Michael sits at his desk, looking at the empty computer screen like it's his enemy. Next to him: a typewritten sheaf of papers and a sheet with the heading GOTHAM SCREENWRITING BOOK: WRITER'S GUIDELINES.

Michael's friend wanders into the room.

FRIEND

Done?

MICHAEL

Ehh. No, dammit.

FRIEND

Come on, man, it's one chapter.

MICHAEL

Don't start. Alex has already called twice.

FRIEND

What are you late now, three weeks? If I were your editor, I'd kill you.

This version manages to reveal everything—what I'm working on, how late I am, my frustration, who Alex is and how he feels about me at the moment. And I daresay, it doesn't feel too forced. You'll also notice that I assisted my dialogue with some visual exposition—the papers on the desk. I never said you can't combine visuals and dialogue for exposition, did I?

Voice-Over

Lastly, we come to voice-over, known in the trade as V.O. Voice-over happens when a character speaks words of narration that are heard over the images shown on screen. Usually the character is speaking from another time and place than that being shown. Most movies don't employ voice-over, and they shouldn't. Voice-over violates the rule of "show, don't tell," often turning a film experience into something more appropriate to the experience of a novel. Voice-over is a point of contention for many. There are knowledgeable people who say you should neve use it. But I'm not much one for absolutes, save for the all-important "never use the toaster while in the shower." Voice-over can be an effective device if used for the right reasons.

But there are bad reasons. The worst is the one most commonly used by amateurs. Voice-over should never be used solely for the purpose of getting across exposition. It's tempting, I know. It's such an easy way to slip that exposition in quickly and cleanly. But this will slow the movie down for viewers, and it'll show readers you don't know the art of screenwriting. If there is any way for you to replace the V.O. with some other kind of exposition—verbal or visual—you should do it. V.O. should only be used if it enhances the movie in some other way, aside from exposition.

The simplest and most acceptable way to use V.O. is as a kind of prologue (narration only at the beginning) or as a framing device (narration used only at the beginning and end). You'll see V.O. used in these ways in such films as Field of Dreams, American Beauty, and A River Runs Through It. It can be a nice little touch that doesn't interfere with the bulk of the movie.

If you're going to sprinkle V.O. throughout the entire movie, as it was in such films as Forrest Gump, Apocalypse Now, and Fight Club, you need to have a compelling reason for doing so. What might these compelling reasons be? Here's a list:

• To bridge time
• To lend a literary or poetic touch
• To reveal interior thought
• Some other interesting reason

The Shawshank Redemption boldly breaks the V.O. rule, letting Red speak in voice-over abundantly throughout the entire movie. Whole pages are nothing but V.O. But there is a method to the V.O. madness; in fact, Shawshank has all of the reasons listed above. The film spans almost twenty years and often Red is simply helping us move through time. Also, there is certainly a poetic flavor to the V.O. And Red is revealing his inner thoughts, saying things he'd never voice to other guys in the prison. (It's not usually okay to do this, but it becomes more acceptable if coupled with some other reason.) Finally, Red is telling the story of Andy Dufresne, and the story is intended to have the flavor of a tall tale, even a myth. It's the latter reason that gives The Shawshank Redemption its own distinctive aura, and the V.O. is a big part of it.

Look at this voice-over passage from Shawshank—the scene where Andy arranges for the guys working on the roof to get some cold beer—and see if you can pick up how Red turns this tale of humdrum prison life into something mythic.

EXT. LICENSE PLATE FACTORY - DAY

As before, an object is hauled up the side of the building by rope — only this time, it's a cooler of beer and ice.

RED (V.O.)

And that's how it came to pass, that on the second-to-last day of the job, the convict crew that tarred the plate factory roof in the spring of '49 . . .

EXT. ROOF - SHORTLY LATER

The cons are taking the sun and drinking beer.

RED (V.O.)

. . . wound up sitting in a row at ten o'clock in the morning, drinking icy cold Black Label beer courtesy of the hardest screw that ever walked a turn at Shawshank State Prison.

HADLEY

Drink up, boys. While it's cold.

RED (V.O.)

The colossal prick even managed to sound magnanimous.

Red knocks back another sip, enjoying the bitter cold on his tongue and the warm sun on his face.

RED (V.O.) (CONT'D)

We sat and drank with the sun on our shoulders, and felt like free men. We could'a been tarring the roof of one of our own houses. We were the Lords of all Creation.

In addition to everything else it's doing, this is still good dialogue. Natural yet compressed, married perfectly to the visuals, and every word counts.

Stepping-Stone: Subtext in Dialogue

Pick a scene that will appear in your movie, one with strong tension between two characters. Write the scene using dialogue that is on the nose. Then write the scene again, this time keeping the entire conversation in subtext; the characters should never touch on the real issue at hand. (If you're stumped on how to do this, keep the conversation on the subject of either pets or punctuation.) Then write the scene a third time, keeping the subtext but also letting the real issue rise to the surface where appropriate. Feel free to sprinkle in revealing physical actions.