WHAT WENT WRONG - Memento

Episode Date: January 5, 2026

In 2000, Christopher Nolan had to believe in a world outside his own mind... even though no one seemed interested in what his imagination had wrought. Join Chris & Lizzie as they ring in the New Year with a dive into the early aughts' seminal neo-noir cult classic, Memento, and sleuth out how Nolan's breakout film was nearly forgotten. Plus, how Stephen Tobolowsky's penis snagged him the role of Sammy Jankis, the Hollywood hunk who almost took on the role of Leonard Shelby, and why Joey Pants owes Carrie-Anne Moss a lawn chair or two.*CORRECTIONS: Editor extraordinaire Dody Dorn's name is pronounced "DOE-dee", not "Dotty" as Chris mispronounces it throughout this episode. Our apologies to Dody! Hosted on Acast. See acast.com/privacy for more information.

Snap and action. Well, hello and welcome back to What Went Wrong, your favorite podcast full stop that just so happens to be about movies and how it's nearly impossible to make them, let alone a good one, let alone a mind-melting, genre-bending, breakthrough film on the fallibility of memory. I am one of your hosts, Lizzie Bassett, here as always, with my co-host, Chris, and Chris, I can't remember.

What do you have for us today? Welcome to 2026. I totally forgot everything that happened in 2025. Maybe I just blacked it out. Maybe I lie to myself to be happy. Who doesn't? Object permanence does the world exist when I close my eyes? It does because as I open them, Lizzie is still here. Lizzie, how are you doing this morning? And tell me, what are we talking about today? I've already forgotten. I'm doing great. And honestly, the most disturbing part about watching Memento, which is what we were talking about today, is that I feel like I am actually living in Memento at this point with the amount of things that I forget. David and I just moved from Seattle back to Los Angeles. And we, last night, we just keep losing stuff and we can't find it. And we're both walking around the house being like, I just had it. I just had it in my hand. And I just, I don't know what's going on. from minute to minute. So I'm just like, just like Lenny. Chris, how about you? Brain fog's very real, and I do think it was accelerated by the pandemic. But one thing I will say, if anyone's interested, if you can, and this is very hard to do,

forego using your phone for an extended period of time, I swear your memory improves. I'm sure you're right. Your recall improves. And it's like a little bleach bath for you. your brain to get all the phone toxins out of it. So I highly recommend it. I, too, Lizzie, have a hard time remembering things these days. The tip of the tongue syndrome is frequent, much more so than when I was younger.

And that made Memento all the more enjoyable to watch this time. It's a movie I've seen many times over the last 25 years. But I'm really curious, what were your thoughts upon watching it or really? watching it for the podcast. Well, this is one that, I think I've talked about this before, but I was exposed to a lot of movies like this when I was, you know, 14, 15 in my friend Jim Ivan's basement, where, you know, we would all get together and they would put on like Quentin Tarantino or the rules of attraction or this.

Anxie White Guy Cinema from the early, 2000. Yes. Fight Club, obviously, was on many times. And shout out to Jim. And, you know, a lot of the time, I wasn't really paying very close attention to the movies that were on. I think it was more like, in retrospect, more performative that I could show that like, no, I get it. I get these movies. These movies are cool. I like them a latch because I'm cool, you know. So it's not one that I have. had revisited since that period. And I, you know, vaguely remembered it, but this is a movie you have to pay very close attention to, and I don't think I ever did. So watching it for the podcast was a great experience. As you said, it was really enjoyable. I think it's enjoyable to watch it as an

adult who can't remember where she put her phone or her purse ever. And I really appreciated that this is a movie that you cannot look away from. You can't pick up your phone and start scrolling because you will miss something and it will not make sense. It's both extremely complicated and in many ways very simple. I love Guy Pearce. I think his performance is wonderful, but my favorite performance in this has to go to Joey Pants, Joe Pantiliano, who is amazing. I didn't really recall this, but I loved the way that Teddy's character really keeps you guessing. I found myself vacillating across the entire movie between feeling really sad that, you know, Lenny was going to kill him and that he had the wrong guy and that this is his friend.

And then suddenly the realization dawning on you as it's beginning to dawn on Lenny, obviously in reverse, that, you know, he's not a good guy. He's not the guy, but he is doing something terrible with Lenny and to Lenny. I'm really excited to talk about it. In many ways, it's interesting to me that this is Christopher Nolan's. you know, breakout because I think he has stepped away from the simplicity of this in some of his more recent movies. And I miss this. I miss that he's able to do this. I just think the performances are amazing. I think the editing is amazing. I really, really loved this. This is one of my favorite

movies we have watched recently. Carrie Ann Moss has never looked better than in this. interesting that it was a Matrix reunion shortly after the Matrix was made. Anyway, I'll stop talking about it. I loved it. I do have one question for you, though, Chris, which is, do you think that

his wife did survive the attack and that she was diabetic? Let's get into that in a bit. I'll give you my full theory and let's go through it. Because I have a slightly different interpretation of Teddy and there's a fun Nolan quote that we can get into.

Okay. I also really like this movie. It is probably my favorite Christopher Nolan movie overall. I love some of the bigger stuff he's done. I was a huge fan of the Dark Night when it came out. I really like insomnia. We had a patron reach out and mention insomnia as a good latter day post-heat Al Pacino performance. And they're absolutely right. He's excellent in that movie. I rewatched it before we recorded this podcast. And this movie, like you, mentioned Lizzie. For me, it was kind of a holy trinity of angsty white guy indie cinema that came out between 2001 and 2005, and it was Memento, Donnie Darko, and Brick. And we just discussed Ryan Johnson in our review of Knives Out, Wake Up Dead Man. And so this was a really formative movie for me in high school. And I stand by that it's a great exploration of the human condition or a human condition through something that film can do really well, which is editorially, it can create a structure that through color and black and white and repetition, we can kind of subconsciously

start to understand. And it really uses that to put us in the perspective of the protagonist. That's the thing. That's what this does so unbelievably successfully, is that you feel what he's feeling. You feel the discomfort and the uncertainty in a way that I don't know that you really do in many other movies. Right. You enter each scene as lost as he is, hunting for context, clues, I don't feel drunk. I'm chasing this guy. No, he's chasing me, right? And there's some dark humor that comes with that as well. It's a really well-crafted puzzle, but I also think in an interesting way, it also touches on the idea of free will, which is something that comes up in film constantly. Like Ariasster seems very obsessed with it with the idea of, are his character

is free to make any choices or not in something like hereditary. And, and, And in Memento, the thing that I think is really compelling about the way the story unfolds is that the question it seems to ask is, is Leonard in control of his actions? Is Teddy in control of his actions? Or is Leonard simply acting on conditioning and then creating a narrative to explain what he has done to himself after the fact? Yeah. And whether you believe in free will or not, there is an interesting phenomenon that we all experience. Lizzie, you're familiar with a myoclonic jerk? No.

When you're sleeping, you dream that you step off of something and your leg kicks and you wake up. Mm-hmm. And so phenomenologically, what happens is that's a muscle spasm that then triggers the dream that explains why you're muscle spasmed. Oh. And so the causal order is the reverse of how we experience it, which is really interesting. Yeah, because it could suggest are there other instances in which we are simply looking for explanations for things we have already decided to do. And what we think is a decision is really a rationalization or the story we tell ourselves, as Lenny explains at the end of the movie. And I think

that it's a really also interesting meta-exploration of why we make movies or why people strive to tell stories, to create meaning that can exist even when they're not there. It will continue to project even when they close their eyes. So again, I think this movie is a pretty amazing accomplishment, as we'll discuss. It's a bit of a little movie that could, that went up against some pretty stiff obstacles and had some long shot odds. And I think it's very interesting, like you said, Lizzie. I think in 2001, around the time of this movie, no one would have really expected that Christopher Nolan would become one of the biggest directors in the world. Just in terms of scope and scale, not that they doubted his talent or anything like that. But as you mentioned,

he has become synonymous with the big budget Hollywood production and a real traditionalist in a lot of ways. And he, as you mentioned, you said, why can't he do something simple like this in its scale and scope and the linear nature, even though it's nonlinear of the story is telling? And he has said he feels a responsibility to continue to put on big productions because it is an opportunity afforded to so few people. And there are so few of those productions that can get made in Hollywood. And so I do think, again, it's interesting that he's scaled up to such a big size that something like Memento feels almost impossibly small compared to, you know, Oppenheimer or Dunkirk or anything like that. It doesn't even feel like his movie. Like I honestly, when I think about all of the Christopher Nolan movies, you know, of the last like 10 to 15 years, it is hard for me to connect Memento to those. Yeah, I think you can see it if you kind of walk from Memento to insomnia to the prestige.

and then to inception. If you kind of go through those stepping stones, it does make sense to me. I like the prestige a lot. I do, too. It's one of those funny movies where if you were to translate it to modern times, it would become so silly

because it would be David Blaine versus Chris Angel. And you'd be wondering, it basically becomes Bert Wonderstone, the Steve Carell movie. But it totally works in its 19th century setting. Let's talk about Memento. This was a movie with a no-name director and a crew that was,

truly made up of second, third, or fourth choices. And yet somehow they came together to make, as you mentioned, Lizzie, one of the favorite basement-dwelling white boy movies of the early 2000s. No, one of the greatest noiras of the 21st century. It is great. I wish I'd paid attention. What was I doing? All right. Let's talk about the details. Memento is a neo-noir psychological thriller film directed and written by Christopher Nolan. It is based loosely on the short story Memento Mori, by Christopher's brother, Jonathan Nolan, will get into the details of the inception of this film. It was produced by sisters, Jennifer Todd and Suzanne Todd.

It's one of the few examples I could find of sisters producing a film by brothers, technically speaking. It stars, as you mentioned, Guy Pearce as Leonard Shelby, Carrie Ann Moss as Natalie, Joey Pants as Teddy or John Edward Gamble, Georgia Fox as Leonard's wife, Catherine Shelby, Stephen Tobolowski in a scene-stealing turn as Sammy Jankis. I would like to also just give a special shout-out to Harriet Sandsom Harris, who plays Sammy Jankis's wife, Mrs. Jankis, who gives, I would argue, the most emotionally compelling performance in the film

with her one scene opposite Guy Pearce, where she is hunting for an answer, some sort of answer to her predicament. Mark Boone, Jr. as Bert and many, many more. It was released by New Market Films, on March 16th, 2001, and as always, the IMDB logline reads. A former insurance investigator who now suffers from anterior-grade amnesia uses notes and tattoos to hunt down his wife's murderer. Pretty good.

Sources for today's episode include, but are not limited to The Making of Memento by James Motrim, Christopher Nolan's DVD commentary, Past Imperfect, Christopher Nolan, and Jonathan Nolan on memory, metaphysics, and Memento. This was an interview conducted by Chuck Sondon, Stevens in the 2001 winter issue of filmmaker magazine, an interview with producer Jennifer Todd on season one, episode six of the Hollywood Gold podcast, which is a lot of fun.

Stephen Tobolowski's excellent article on auditions and Memento, which is so funny and valuable, called The X Factor Part One, Look It Up, and many, many more articles, retrospectives, and interviews with those involved in the film. All right, Lizzie, like Memento, we got to start somewhere toward the end. and work our way to the middle. So on March 24, 2000, the producing team behind Memento hosted three screenings

of the finished film for distributors. The buyers were primed. They'd love the script. In fact, the screenings were all set for the same night because all of the distributors wanted to see it first. So they said, okay, we'll do three screenings at the same time. Each producer will go to a different screening, and you can all watch it at once,

and then the bidding war will begin. So producers Jennifer and Suzanne Todd and Newmarket Executive Aaron Ryder each attend one of the screenings. The lights come up and everybody is waiting for the offers. Crickets. Some of the distributors even walked out before the film was finished. Wow. Jennifer Todd later said, it was horrible. I could not get drunk fast enough.

Oh, no. And Aaron Ryder said that one of the companies suggested they, quote, put it in the right order. End quote. What? Maybe it was the timing. This was the Friday before the Oscars. The Oscars would be on Sunday. But the weird thing is, people seemed to like the movie.

Joe Pantiliano, Joey Pants, as he's affectionately called, ran into Bill Block, the founder of Artisan Entertainment, who had released the Blair Witch Project the year before at the Independent Spirit Awards that Saturday. So the next day. Here's the quote from Joey Pants. He said, oh my God, Memento. You were wonderful. Thank you.

You're going to buy it? No. Then I saw Russell Schwartz of USA films. Russell said, Joey Pants, Memento. Brilliant, baby. Thanks, Russell. You're going to buy it? No.

Next night, Harvey Weinstein. Joey Pants, Memento. You're fucking great. Thanks, Harvey. You're going to buy it? No. Trimark Pictures and Paramount Classics did show some interest,

but their offers just came in too low. Apparently, the head of Paramount Classics also ran into Joey Pants. And she said, Why are you telling everybody nobody? Nobody wants to buy your movie. I want to buy your movie. And he says, yeah, for five cents. I'm actually, I'm surprised that the Weinstein's didn't snap this up. There may have been some buyer's remorse later, or lack of buyer's remorse. The general consensus was that the movie was great, but it probably wouldn't make any money because it was just too

smart. It was too goodwill hunting. It was too confusing. I will say, the other thing I remember about this movie outside of watching it in the basement, is that my mom was so mad at how confusing this movie was. She was just enraged. How are girls watching this in basement with boys got to keep up with this movie? Well, she's got a point. They're not. Yeah.

As New Market co-founder, William Tyrer put it, they were all looking for a film that will gross 25 million or more rather than 10 million to 15 million. And the movie costs around $5 million to make. So they just wanted, it seems like, according to him, a bigger margin than they thought the movie could provide. Everybody was stunned. Everybody except Christopher Nolan. And this is when we would switch to black and white, for those of you watching it home.

In July of 1997, Christopher Nolan, he's on the cusp of his 27th year, was stuck in the car with his younger brother, Jonathan Nolan, driving from Chicago to Los Angeles. And like the characters in many of Nolan's movies, he had grown up split between two worlds. There was the English life, boarding schools, visits to Pinewood Studios with his father, who was a creative director in the London advertising scene. He was infatuated with the directors that broke from that scene into cinema,

Ridley Scott, Alan Parker, Hugh Hudson. And then there was the American life. Summers in Evanston, a suburb of Chicago, flights facilitated by his mom, she was an American flight attendant, and the great American blockbusters of the late 70s and early 80s, Star Wars and Stephen Spielberg. And he also loved Raymond Chandler,

movies like The Big Sleep, Hitchcock, Jacques Tournier. So finally, in 1997, he's moving to America after a long slog of rejection in the UK. He'd failed to get into the national film and television school in the Royal College of Art. That's where one of his heroes, Ridley Scott, had gone. So instead, he paid bills working as a camera, for Electric Airwaves, which was a London-based industrial film company.

And maybe it was his split nationality childhood, but he was drawn to stories about people pretending to be someone that they're not. So he had a first attempt at a feature film sometime in the early 90s called Larry Mahoney, which was about a student impersonating other people. He shot some of it at night and eventually scrapped the project. The footage has never been seen. Then there was this long period of failing to find financing for another feature film, and he did make a couple of short films during this period.

But he described the London film financing world as clubby, and he had no luck penetrating it. So he decided to make a movie for no money. Lizzie, have you ever seen Christopher Nolan's first film following? No, I have not. Mid-1990s, he rounds up his friends from the University College London Film Society, along with, and I want to point out, Emma Thomas, his wife, producer, and closest collaborator over all of all of the...

his films, and they shot a 70-minute black-and-white 16-millimeter film for roughly 3,000 pounds. Wow. They would shoot at times one day a week on the weekend, go back to work, shoot again, go back to work, save up some more money, shoot again. And it's so interesting because it feels like such a rough draft for Memento. It's this neo-noir about an aspiring novelist who has no inspiration, so he decides to just start following random people on the street to learn about them. He gets wrapped up with this very unusual burglar who steals mementos from people's houses to remind them of what they're missing

in their lives. There's a femme fatale. There's a mob connection. Somebody gets pegged for a crime they didn't commit. And the movie's told across three, arguably four timelines that are intercutting at the same time. It's inspired by these long walks that Christopher Nolan would take to get to work, and he had been robbed at his flat, and I think that that event really stuck with him. And you'll see, as you have seen in Memento and Inception, like, thievery is a big theme in all of Nolan's work. So the movie, I actually think is a really impressive debut film. It's definitely light on character development, heavy on style, non-liter editing, fantastic music by David Julianne, who would score Memento and insomnia and a number of Nolan movies.

And it shows Nolan as somebody who's really interested in puzzles as people. Like, why do people do things? What are their explanations for the things that they do? Or the rationalizations for the things that they do? Could I show some behavior and then explain it later in an interesting way? And I think criticism of the film kind of says it's a little too clever for its own good. Like some of the justifications that come in the back half of the film would rely on so much coincidence that it feels, it starts to feel implausible, like a house of cards. But again, 3,000 pounds.

It's very, very impressive. So then his brother comes to him with this idea. What about a character who can't remember what they've done, let alone why they've done it? So Jonathan was at Georgetown. I think he'd taken some time off, and he took Psych 101. And like all of us who took Psych 101,

he thought he'd figured out the human condition. So he tells his brother, I've got this idea. It's about a guy with anterior-grade amnesia who takes to tattooing clues on his body. He takes off his shirt and realizes with a kind of horror that he's turned himself into a canvas of evidence. And it's incredibly cinematic, right? This image of somebody taking off their shirt

and they've written the clues to the mystery they need to solve on their own body. And even Jonathan years later said, you know, maybe deep down I knew this was probably better as a movie. And I wonder if he thought, should I be pitching this to my filmmaker, brother? He's going to take it.

And he did take it. Nolan asked if he could steal it and turn it into us. screenplay. And one interesting point, one of Nolan's inspirations from university is Jorge Lewis Borges' story fumes the Memorius, which is about a man tormented by perfect recall. So it's kind of the inverse of this story. And just to be super clear, the condition that Guy Pearce has in this movie is real. It is a real condition. Yes. Okay. Although it has many different names, it's not fully understood. I have read, and we will get to the quote, major plot hole of this movie and how Nolan

explains it, but I have read that a lot of scientists and specifically neuroscientists who study memory do feel that the movie's actually a very accurate exploration of how memory works and how memory loss can be disorienting. Yeah, I worked on a podcast when I was at Wondery, and one of the episodes ended up exploring memory and the ability to recall certain things, and they actually interviewed a specialist, and he was talking about how he had always grown up remembering this earthquake that occurred when he was little, and he remembered it because he remembered seeing the clock that his childhood home stopped at the time when the earthquake had happened. Long story short, it was later revealed to him that that couldn't have been the case because that wasn't the time

that the earthquake had happened. And he had basically smushed together memories in his head, and it had solidified into the real memory at that point for him. And that's extremely common. That's something I think they even say in this movie is that eyewitness accounts are extremely, extremely unreliable. They are, but Christopher and Jonathan Nolan both agree on what happened next. Chris turned to his brother and said, it's a great idea. Can I steal it? Now, the screenplay for Memento, Lizzie, as you might imagine, was not the easiest read, but it was exactly what editor Doddy Dorn was looking for. As she later said, when I'm reading a script, always looking for scripts where the editing gets to be a character.

Big time in this. Yeah, not everybody liked that. There were many who read it who were irritated or frustrated at having to flip back and forth through the script to make head or tails of where they were. But Dorn had a knack for finding emotion in unusual places. She had actually come up under a couple of James Cameron movies. She was a sound editor on The Abyss, and she worked in the editorial department on Terminator 2. But it was the cutting that she did on a documentary,

sick, the life and death of Bob Flanagan, super masochist, that Nolan noticed. Specifically, the scene in which the guy hammers this nail through his penis and blood drips onto the camera. To Nolan's shock, he was not disgusted by the shot. Somehow she managed to contextualize it. That seemed to me to be the type of editor I was after, somebody who could understand the audience's emotional response to the character, who is doing sometimes unpalatable things. in the case of Leonard. Now, the movie was a puzzle, and every piece was necessary.

So Dorn put together an intricate, color-coded system of index cards to keep everything straight. And one of the biggest issues was figuring out how much material had to be repeated at the end of a scene in order for the audience to understand that they were seeing the same moment again. Yeah. So maybe Lizzie, you can describe this effect in the film briefly. It's very effective, and it must have been an absolute knife's edge to dance on because you can't show too much. But basically, because it's working backwards, you need to see a little bit of overlap between, like, you know, obviously it's sandwiched color, black and white color. The color

sections of the movie are starting at the end and working backwards. The black and white sections are starting at the beginning and working forwards. And what they do so well is that, let's say you make it to, you know, like, for example, you mentioned the, he's holding a Jameson bottle in the bathroom. And he says, huh, I don't feel drunk, and that's where that sequence starts. The next color sequence begins prior to that, takes you up just up to the point where you understand how he got the Jameson bottle in his hand, basically. But it's not so repetitive that it becomes annoying, which is really, really impressive.

And part of the way that they avoided it becoming annoying is that in certain instances, they would use slightly different takes or slightly different camera angles for the overlapping action. And that would allow the audience to clue in without it feeling like we were retreading the exact same footage that we had seen prior. What I like about that, too, and what I like about this whole movie is that it's, I mean, really, it's dealing with the malleability of memory and seeing something that is ever so slightly different, it does register on some level that it's not exactly what you saw. And that also brings that additional element of sort of disquiet to this. So Dorn starts cutting two days into production, and they keep at it for five months.

They couldn't really do traditional test screenings because it wouldn't be that helpful to get a giant audience's reaction to this somewhat confusing movie. So they would show it to some people for feedback, and they would incorporate that. But Nolan had really worked out the structure in the script. In fact, only one scene needed to be rearranged, according to Dorn. There was a point in the middle of the script where the jumping back and forth got too frequent. So we joined two sections and dropped one repeat. This is around the point where he's doing the stick tattoo on his leg and he's scratching under his arm. They said they basically didn't cut any narrative material.

They just combined some smaller beats into one larger scene. Okay. Maybe we're going to get to this. But how did Guy Pearce become involved in this? Well, we're moving backwards and forwards and all over the place. Fine. So Nolan said of the repeated footage, some of them use exactly the same footage, some are slightly different takes, and as you mentioned, Lizzie, I just want to read this quote because you nailed it. I like that idea that memory and context would change things very slightly, end quote.

It honestly freaks me out. Like the more that I think about this movie and the way that my own memory loss is working, and, you know, Chris, I think both of us have dealt with relatives who had either Alzheimer's or dementia, but it does really scare me. Because it's like, can I trust what I recall about a conversation or an interaction? The answer is probably no. I think we know the answer is actually most certainly no in terms of treating it as fact. Yes. And it brings me back if you guys didn't get a chance to listen to our episode about Natalie Woods' death and her final movie, Brainstorm. There's something that movie does very effectively, which actually feels like a little memento-y, which is that it shows memories from different perspectives and one of the characters basically points out that in the memory that was just

presented, it was so different from their own experience that it wasn't, like, they weren't really watching themselves. And I don't know, it just, it freaks me out. You can't trust your own mind. You really can't. No, you cannot. Can I call out one, my favorite edit in the whole movie just because I think the timing of it is so beautiful? Please do. This is our editorial section, so go for it. Can you guess what it is? Your favorite edit in the whole movie. when he wakes up and he thinks his wife's in the bathroom? No, although I do love that and I love all the cuts to her still and then her eye opening. No, it's when you see Stephen Tablowski in the mental ward.

Oh, yeah, the wipe and we see Guy Pearce in his chair. It could have been so cheesy, but it's done so deftly and it happens so quickly. Comes late enough, too, that I think it's good. I just think the timing of it is really beautiful. And it's very effective and it's just enough to make you wonder if that was real or if it wasn't. Absolutely. By the way, that was not in the script. Oh.

That was added while they were shooting the movie. Interesting. Yeah, very interesting decision. Just to mess with us a little bit more. Okay. I have some thoughts on that. So as a wrap-up post, distributors are coming into town for the Independent Spirit Awards. And Newmarket says, this is the perfect time to do screenings for buyers.

So they send out the invitations. Everybody wants to see this movie. So they set three screenings for the same night, invite everybody, and wait. Now, of course, back in 1998, an invitation was about to change history for Nolan's life. Nolan knew the conceit of the movie that he wanted to use to tell the story of the man with anterior grade amnesia. He wanted to have the audience have the same amount of information as the protagonist in any given scene, which would mean that at least some of the story had to move backward. But as you mentioned, Lizzie, the final result of the movie is actually a horseshoe.

It's as if you were to bend the story over on itself and then intercut from the ending to the beginning and back and forth until they meet in the middle. So following had an untraditional story, cutting between multiple timelines, but Nolan had actually written following chronologically. and then he had rewritten it into the structure that it would end up being. And he said that took a crazy amount of work to rewrite it to then flow the right way. With Memento, he wanted it to have this unconventional time structure, but also a conventional narrative rhythm underneath it. So even though it's cutting back and forth from the ending to the beginning, he wanted to make sure that it had all the traditional beats that we expect as an audience.

an act one break, a three-act structure, a double-cross when we expect it, a twist when it's supposed to normally come. So he starts working on this in January of 1998, basically as they're finishing up following. So they don't have a lot of money to finish following, so it's taking a long time to finish following. So he starts working on Memento. His first draft was apparently 170 pages, and he actually wrote it in the order that it appears on screen. So he wrote the last scene, then the first scene. He writes it as you, do see it. He did not write it chronologically. Wow. Okay. Yeah. He shared the draft with Emma, Thomas, his wife, and producer, then with Jonathan, his brother, and then with his good friend,

Aaron Ryder, who worked at a little film financing company called New Market Capital Group. He got notes from everybody. He gets the script down to 127 pages or so, and mostly he just simplified things. So Leonard was originally staying at three hotels. He combines it to one. He provides more information on Leonard's wife and killer, and the final showdown between him and Teddy leans into the genre a little bit more. It's like Teddy's giving a version of the villain's monologue because he knows that Leonard will never remember it, which is really fun. So finally, Nolan is ready to share Memento with Hollywood. But first, he needs his calling card. So he and Emma had sent out tapes of following to all the top festivals. But as Nolan later said, my experience

this far with the festival world is that I have never gotten into. a festival that I have applied for. So one judge at a very prestigious top festival liked the film. My guess, based on timing, is that this was Sundance, but we could not confirm that. This judge recommended following to the San Francisco International Film Festival. At the same time, Aaron Ryder takes the revised draft of Memento to New Market and convinces them to option the script, just as following premieres at the 1998 San Francisco Film Festival kicking off its festival run.

It wins best first feature prize and critics hail it as taught and ingenious. The New Yorker called it a leaner and meaner Hitchcock classic. Nolan all of a sudden has some support from the critical community as this natural talent. He'd made following for 3,500 pounds. Newmarket sets the budget for Memento at somewhere around $4 million.

After shooting the Dark Night trilogy, Nolan has said that the biggest leap he ever made in filmmaking, was from following to Memento. And this is somebody who eventually jumped into $250, $300 million productions. He famously took a year to shoot following, shooting once a week, basically. He had 26 days on Memento.

Production began in early September of 1999, and they were moving fast and completely out of order. Day one was the only day where Moss, Pantaliano, and Pierce were on set together. Carrie Ann Moss only shot for a week. And Guy Pearce felt he'd just begun to understand the script when he had to forget it all because in any given scene,

he wasn't supposed to remember what had come before it. At one point, Lizzie, they did 57 camera setups in one day. Oh, my God. That is nearly five setups per hour or 12 minutes per setup. That means, for the shot, you have to light it, block it, rehearse it, and shoot it. in 12 minutes.

Well, I guess you don't really get the luxury of being precious about your performance. Nolan has said that the schedule sometimes required Guy Pearce to do nine pages of material in a day. Wow. But cinematographer Wally Fister was used to insane schedules. He had gotten the Memento shooting script while shooting an indie film in Alabama. He desperately wants the job. This script is great, but he can't fly back to L.A. to meet Nolan.

He's in the middle of a shoot. and his agent tells him, if you don't figure out how to get back to L.A. To meet this guy in person, you're not going to get this job. You don't have a chance at the job. So Fister flies back to L.A., takes the meeting, flies back to Alabama the same day to keep shooting nights on that indie film. Oh, my God. Quote, I was convinced that I blew it. I hadn't slept in 36 hours.

I was a mess. I was rambling. So I left there going, oh, well, that would have been great. I was very surprised and pleased when I got that call, and that changed everything. Apparently his first four choices weren't available. End quote. He will not be the only person who wasn't the first choice on this project. So Nolan was also helped by rehearsal time at Joe Panoliano's house,

and the actors gave a lot of input into shaping their characters. Specifically, a lot of Teddy's dialogue was reworked by Joe Panaliano because it had been written by somebody who was not raised in the United States and it needed to be put into cop parlors. So, you know, nice shot, Leibowitz, what are you, Sherlock Holmes or Pocahontist? A lot of that is Panoliano retooling Teddy's speech patterns. It's also just like he's so comfortable with the dialogue in this. That doesn't surprise me at all.

Guy Pearce also helped rework some of the dialogue. He cut down the monologue he delivers when he's in bed with Natalie, which I think was probably a smart decision because it almost runs too long. It almost feels too stylized as is. And it was also Guy Pearce's idea to dye his hair blonde. And I, that's my big quibble with this movie. I agree with you. I agree with you.

It doesn't fit the character. No, it doesn't make any sense. And I brought this up to David. David was like, you're always so obsessed with hair. It's fine. And I was like, no, you don't understand. Because his hair is bleach blonde. It is platinum blonde, which you, if you have anything other than naturally platinum

blonde hair, and I say this as someone who has dyed her hair platinum before, you have to keep re-dying that shit. every couple of weeks tops. And even when you do redo it, you see roots immediately. You see roots within like a week to two weeks when your hair is that light. So for someone who has major memory issues, it's a little unbelievable to me that he is maintaining such a beautiful platinum hairdo. And that is also, I was wondering if there was like a plot device reason for this that I had missed or something. There isn't, but let me offer two ideas. So the reason it bothered me was less about the maintenance

and more about the fact that it allows him to fit into the Jimmy Grant's style too easily at the beginning of the film. So when we meet Leonard's character, he's wearing this beige suit, he's driving a jaguar, and the dyed hair matches that, right? It really does. But as we strip back the layers of who this person is across the movie and eventually see him in the outfinding, that he actually arrives to meet Jimmy Grants in,

which is a Patagonia vest and a flannel, and he drives a blue truck. It doesn't fit. It doesn't fit anymore. I could have seen a version where he bleaches his hair after the scene where he murders Jimmy Grants. I also could see a version where it is explained that Teddy has told him he has to bleach his hair

in order to hide his identity for some reason, and like there's a reminder to shave, there's also a reminder to bleach his hair. But in my opinion, it is the only element of the story that does not feel particularly well thought out by Nolan. So it makes sense that it was a suggestion by Pierce that Nolan accepted probably shortly before production. It did bother me. And I'm so, I'm only nitpicking because I think this movie is so exceptionally well constructed. Totally.

That it stands out for that reason. It doesn't really matter. It's just that it feels like something that was. was a style choice versus a substance choice, which obviously we were learning that's what it was. But it also bothered me in the black and white sections because it truly doesn't fit for an insurance adjuster, although whether or not he really was that, I think, is up for debate. So Nolan did say it wasn't what he had in mind, but in the end he felt that it did fit nicely with the tattoos and that it implied a history or backstory to the character. Again, I agree

that could have been the case, it did feel in a weird way like a hanging chad, a loose end that was not explained or tied up when so much of this movie is nicely explained and tied up. Now, Leonard's tattoos, I want to point out, designed by production designer, Patty Podesta. I think they are great.

They look like they were done by very different artists, and some of them were obviously done by Leonard himself. They took about a week to design and three hours to apply, and Guy Pearce said they'd last about five days if he didn't scrub too hard in the shower, which is great, because then they wouldn't have to redo them every day he arrives to set. Now, they also had a great script supervisor to help keep it all straight.

Now, we've spoken about script supervisor before on this podcast. They are in charge of not just the continuity from, you know, shot to shot and scene to scene, but really making sure all of the details of any given scene are going to make sense as you head into editorial, which would be extremely important in a movie that is taking place both in forward and in reverse when you get to editorial. So Steve Gerke called this the greatest script that he's ever read. He said to this day, it's still the best script he's ever read. And he thinks he got the job because he understood the story in a way that the few others did. And Christopher Nolan backs this up. Here's his quote. We had this continuity guy actually, the Farley brothers continuity guy strangely, but he was fantastic and amazing

and totally grasped the whole thing. They're just used to deconstructing and reconstructing, because even in fairly conventional films, there's all kinds of manipulation in time and space that we take for granted, because that's the standard we've developed. It's actually very sophisticated. And this is true, and I want to point out that every department breaks down the script

and comes up with chronology. This is night one. This is day one. This is night two. This is day two. They then sit down with the director, and they say, okay, how much time has passed between night one and day one?

How much time has passed between day one and night two? You know what I mean? And they go through, They have to understand, am I aging the wardrobe? Is the character changing? Has their scar healed more? Is the scab gone? Is their damage on the headlight?

They have to track all of these things. Every department on a movie is equal parts, arts, and logistics, is the point that I want to point out. And with this movie, hair, makeup, and wardrobe had to create these detailed chronologies because on screen, they'd be seeing them backwards. And so, you know, they talked about the fact that they had different suits for different days so that his suit would appear cleaner as the movie goes on. The Jaguar would also have to appear cleaner as the movie goes on. The marks on Leonard's cheek would actually become more obvious instead of less obvious as the movie goes on. Now, the Bayes suit and blue shirt were written into the script.

Nolan says it's a combo that he used to wear all the time. So he liked it because it could feel formal or casual. It's very Miami Vice. Yeah, it's very Miami Vice. It could be, it does make him feel like a PI at the beginning of the movie, which I think works really well, although it then when the collars popped and Jimmy Grants wears it, you can understand why a drug dealer would wear it. And costume designer Cindy Evans remembers, we shared a mutual office space with the art department and the props department. The ADs were on one side. Wally Fister DP was on the other side. We could all hear each other all day long, trying to work things out, all theorizing. It was amazing. It really helped so much. I can't imagine being in an office on your own trying to work that out.

again, I just want to point out so much collaboration between all of these departments in making the weird chronology of this movie work. Now, according to Guy Pearce, the original shooting schedule was 25 days, which left Lizzie two days to shoot all of the black and white scenes in this movie. So Christopher Nolan kept telling Aaron Ryder, there's no way. We cannot shoot all of those scenes in two days.

So about a week before prep, one of the producers goes, I got a present for you. Day 26, we're allowed to shoot on Saturday. So now they had three days to shoot all the black and white scenes. At one point, Nolan's shooting a scene with Pierce. This is the one just before Natalie takes off his shirt and they look at his tattoos in the mirror. They are under the gun, and one of the financiers happens to be on set that day,

standing directly behind Nolan. They cut, and Nolan asked Guy Pearce, do you think you got it? And Guy says, no, we should do it again. but Nolan knows we're out of time. The financier is right behind me. And if he could tell Guy, no, guy's a professional, he would move on. But here's Nolan's quote. But I let him do another take, and that's the one used in the film.

It was very special, beyond what he had done previously, and way beyond what I had imagined was even possible for the scene. I've carried that with me ever since. If an actor tells me they can do something more with a scene, I give them the chance because it's not going to cost that much time. It can't all be about the technical issues. Oh, end quote. That's lovely.

Well, it's a lovely lesson that Christopher Nolan nearly never learned. Because as you may have guessed, Lizzie, Guy Pearce was far from Newmarket's first choice for Leonard Shelby. Memento is arguably the defining, or at least one of the defining performances of Guy Pearce's career. But the role very nearly went to a very different actor. That's actually kind of surprising. I got, the thing that came top of mind is that, you know, this movie is very, very clearly shot, I believe in the San Fernando Valley. And it, you know, it looks like Los Angeles. It's shot all around L.A. Yeah. It's an L.A. noir to a certain extent. And that immediately brought to mind, of course, L.A. Confidential, which is one of my favorite Guy Pearce roles ever. And I had wondered if this was almost a play on L.A. Confidential to cast him in this. So tell me more.

Don't answer now, but think about one of the movies you mentioned earlier that was released in 1999 and also had a bit of a trippy story. Casting director John Papsidera was handed a blessing and a curse with the Memento script. On the one hand, you've got a hot young director fresh off a festival darling feature debut and a script that everybody insists is brilliant. But on the other hand, the script is confusing and many actors, because they're tight on time, don't read the entire script when they are sent up. apart. They just read their character's sections and leave it at that. Stephen Toblowski was not one of those actors. While he was auditioning for the lovebug too, his first Hollywood audition. And I just love imagining this as Tobias Fuenke calling Carl Weathers for advice and getting a recipe for bone broth. So Tablowski calls his acting teacher Ed K. Martin for emergency audition advice. And Ed tells him,

read the entire script. Now, this backfire. on the Love Bug 2. Toblowski read the first version of the script, and the character he was reading for, Officer Bailey, wasn't in it. So he said, I think I have the wrong version. They said, oh, sorry, it's the second draft. They give him that one.

He reads it. Officer Bailey's still not in it. They say, oh, sorry, it's the third draft. They give him that one. He reads it, there's still no Officer Bailey because the part had been reduced to cop number two, and his only line was, yeah. And he didn't get the part.

But when his agent called him about Memento and told him about the part in question, question, Sammy Jankis, which, I believe at that point, maybe only had one line, test this, you fucking quack as he flips off the doctor. Toulowski remembered Ed K. Martin's advice. Read the entire script. So he sat down in his bedroom and read the script. He got to the first overlapping action and realized, this script is different.

So he calls down to his wife, Annie, and says, hey, I'm reading the script. It is either very, very bad or very good. He comes downstairs about halfway through and he starts pacing. His wife says, what's wrong? He says, that's the script. I'm really upset. She goes, oh, no, is it awful? He says, no, it's not.

I think it may be the best script I've ever read, and I'm terrified. It'll suddenly become stupid. Why do they always start good and stupid? He then goes back to his bedroom and finishes the script, and he throws it across the room. And his wife comes in, and she goes, so it's stupid. And he goes, no, it's brilliant. Unbelievable brilliant. So he calls his agent, and he says, get me a meeting for Christopher Nolan.

Because Toulowski knew. There is no substitute for a good script. You can play a tiny part in a good script, and it will be worth your while. Now, when you're making a movie, the studio or financier will almost always insist on taking a few big swings in terms of casting. I can say this from experience.

Sometimes they're literally impossible, and you wonder why you're going through the exercise. Chris Evans is not going to do my indie movie. That's a true story. Now, for Christopher Nolan and the Memento team, that big swing was not Stephen Toulowski as wonderful as he is, nor was it Guy Pearce or Carrie Ann Moss or the always wonderful Joey Pants. Lizzie, if you had to guess who their first choice for Leonard Shelby was,

who would you guess? I'm guessing it's Tyler Durdon. Can I get the actor's name? Brad Pitt. Bradley Pitts. That's absolutely right. Although, you could also guess Edward Norton, especially when you think about something like primal fear, for example.

It is interesting. Yes, but Brad Pitt at this point was a zenist of Brad Pitt. Absolutely. He is fresh off of the polarizing, somewhat twisty, basement-dwelling white boy favorite fight club. We all misunderstood it. We understand it better now. And he had done the criminally underrated Mito Black in 1998. I will stand by that assessment.

What was it? Brad Pitt, I think his patois accent's not bad. He was a reach. But he liked the script. So he agreed to meet with Christopher Nolan. And I would just like to offer, I cannot imagine, two more different meetings than the meetings that Christopher Nolan took

with Brad Pitt and Stephen Toblowski for this movie. On the one hand, I'm sure Brad Pitt was very polite and interested, but in a sense, Nolan is auditioning for him. Brad Pitt is the much bigger star, not the other way around. He did not have to read. He did not have to tape. He would be doing memento of favor, in a sense. He tells Nolan, and the truth,

team, he needs a month or two to think it over. On the other hand, the first thing Nolan asked Stephen Tablowski was, why on earth do you want to audition for Sammy Jankis? The part is tiny. And Tablowski says, because it's one of the best parts in the movie. In every scene, we wonder about Leonard to understand who he is. That is the entire thrust of the story. And he is trying to solve that mystery by understanding Sammy Jankis. Sammy is a key, and the death of Sammy's wife is one of the most horrifying and heartbreaking scenes I have ever read. Yeah. Absolutely right.

Chris nods. He says, okay, well, what are you going to perform? There's not a lot of dialogue in here for you to read. And he says, I'm not going to read for you. But I will tell you this. I am the only actor you will meet for this part who has actually had amnesia. Whoa. Now, Brad Pitt didn't forget about Memento.

And a month or so after his meeting, his agent Kevin Huvane calls Jennifer Todd, and tells her Brad Pitt is passing. Five minutes later, Huyvesen calls her back and says, have you gone to somebody else yet? And she said no, and he said, good. He still wants to think about it. Brad Pitt very nearly did this movie. In another interview, she said that she thinks

that maybe some of Brad Pitt's team were worried about him taking on more dark, edgy material right after Fight Club, which had not been super well received when it was first released, and maybe they steered him away from it. Can I tell you why I think Brad Pitt would have been a terrible choice for this? And it has nothing to do with his acting. I don't think I've ever seen a Brad Pitt performance where he is not cool on some level.

It's very hard for me to separate Brad Pitt from his performance. And that may be because he is a movie star, maybe because he's obviously an extremely handsome guy, not that Guy Pearce isn't, but there's a willingness with Guy Pearce to be pathetic, while also having this sort of like sinewy strength to him. And I don't think Brad Pitt has that. I don't think he has the ability to be weak or really show believable weakness in a way that the character can on some level recognize. And I think Guy Pearce does. It's a very long-winded way of saying, I do not think Brad Pitt would have been good in this movie. You know, while I generally agree with you, I do have to mention,

I do think Pitt shows some good weakness, fallibility in seven. And then I do think that later, after this film was released, years later, he would prove very capable of playing kind of bumbling fool in one of my favorite performances of his burn after reading. But I do agree, this character, I don't know. He does feel a little too small. suave for Lenny when so much of the humor of the movie comes from Lenny being utterly out of place, disoriented, confused in whatever given scene that he's in. That's where a lot of the pathos comes from, too.

So I agree. And Suzanne Todd has said that Christopher Nolan may have been very relieved that Brad Pitt passed on this movie, not because he doesn't think he's a good actor or wouldn't have been good in the role, but because he may not have wanted to deal with the baggage of directing the next Brad Pitt movie. Yeah. Which is an enormous burden. As we mentioned, Danny Boyle, was very overwhelmed by being the director of the next Leonardo DiCaprio movie when he did the beach following Titanic. Plus, it's totally possible that Newmarket would have been a lot more hands-on with their investment

if Brad Pitt was at the helm of it. The movie also inevitably would have become more expensive. Yeah. He's a director that is still small and still new, and I'm guessing he wanted collaborators more than movie stars. And Stephen Toulowski had, in his own words, turned his audition into a collaboration. by telling Christopher Nolan about the time he stood over the toilet, penis in hand,

trying to remember if he'd gone pee. So a few years prior to reading Memento, Tablowski had surgery to deal with a kidney stone, and they used an experimental drug on him that didn't put him to sleep. It was a sedative, quote, that they used on bigger people. Now, Stephen Tablowski is six foot three, and at the time, he says he was about 210 pounds. He's a big guy.

It left him with a temporary case of drug-induced amnesia. As he put it, he would experience pain, but then forget about it, like a bad relationship. He would wake up and find himself in the living room holding an empty glass. Had he finished the water? Was he returning the glass? Was he thirsty? Worse yet, he found himself standing over the toilet, penis in hand, junior, as he calls it, in his blog post, unsure if he had to pee or if he'd just finish. While he waited, he forgot again and again and again, until finally his wife Annie walked down the hallway, gently told him that he was done and that it was time to zip up.

Oh, God. Stephen Tablowski credits both his ability to turn the session into a collaboration and the fact that he was unconcerned about how he came across with why Christopher Nolan cast him. Guy Pearce was not concerned about how he came across. In fact, he says he literally begged

to be in the movie. Now, Brad Pitt may have turned them down, but this actually probably sparked more interest in the project. The team was considering Aaron Eckart and Thomas Jane. Yeah. Aaron Eckhart would work with Christopher Nolan later on The Dark Night. I think either of them would have been very good as well.

I agree. One of the first replies to the original script submission had been Guy Pearce's agent. As you mentioned, Lizzie Pierce had had his American breakout role in 1997 with L.A. Confidential, and he kind of broken out internationally a bit and in Australia with 1994's The Adventures of Priscilla, Queen of the Desert. Yes. So his agent sends Pierce the script with a note at the bottom that says, you're going to love it. Also, by the way, this all goes backwards. Peirce calls his agent and says,

well, that was an understatement, wasn't it? I think both about loving it and the fact that it all goes backwards. So even though he'd had these great roles in The Adventures of Priscilla and Ellie Confidential, they were ensembles. He was second or third build, right, in both of them. I mean, he's great in both of them. In Memento, he would be the star of the show. He loves the script. He also admits that he's confused by it, but he really got the emotional journey of the character. So he watches following and he realizes, I have to work with Christopher Nolan. I have to do this movie. And lucky for him, he had an ally on his side. Jennifer Todd loved him for it. I remember sitting on the floor of my office and I had Ellie Confidential and Priscilla Queen of the Desert in my hands and I was like,

this is the same guy. Look at his performances. He is the same guy. Which Christopher Nolan literally hadn't put together. He had not realized that that was the same guy. That is a Understandable. When you watch those two movies back to back, he, obviously, there are, of course, the costuming differences with Priscilla Queen of the Desert. But the way that he moves is just stunningly different. Honestly, across all three of these movies, including this one. Yeah. And you mentioned his sinewy quality. I remember once reading, he was a little scrawny when he was growing up. And so he actually got really into bodybuilding during his high school years. And so what you see is very much the residual strength. Even though he's a very thin person, he looks very strong. And it's a very strong. And it's a very strong. And it's a very small. And it's a very small. And it's a very small. And it's a very small. And it's, he's a very makes for an interesting, like you said, the way he uses his body, the way he moves, he's very lithe and light on his feet. He's also like, he is a handsome guy for sure, but there... But he's unusual looking. He is unusual looking. There's something almost a little like... He looks like a fox to me. Yeah, like a fox or even a little like rodentie. And I'm like, I'm not saying that to be mean. He's a super handsome guy. No, like a marmit or something. Yeah,

there's something a little weasily about him. And I, what I love about Guy Pearce is that he doesn't fight that. Like, he knows how to use that, and he's not trying to, he's not trying to be Brad Pitt. I mean, in LA Confidential, famously, he's the most unlike member of the police department at the beginning of that story, and then he arcs to the hero in a really fun way. God, he's so good in that movie. It's a great movie. Now, there was a bit of a problem. Guy Pearce was great for the role, and he also was a stickler for logic and helped, he just pestered Nolan with logic questions constantly that actually made Nolan's strength in the script. But he was not a name. at least not on the international film market.

But Lizzie, Carrie Ann Moss, all of a sudden, was. Can you name the role that had broken her out just before Memento? That would be Trinity in the Matrix. I thought you were a guy. Most guys do. That's right. Trinity in the Matrix. Great movie.

Cannot wait to cover it. It was an enormous leap for Carrie Ann Moss. She has said that she had no career prior to being cast as Trinity in that movie. she had been rotating through television series and B movies for years. And according to Moss, her manager was the one person that pushed her to read Momento. So she sits down on the big splurge that she made after The Matrix, which was a lawn chair, and she read the scripts. She was intrigued, but it wasn't until she got to the scene where Natalie turns on Leonard that she locked in. And she thought, oh, my God, I have to do this scene.

Her performance is also both she is nasty in that scene. It's really good. She is nasty. and it's also like, you know... You realize this guy murdered her boyfriend? Like, this is, you know, it's pretty dark. It's very dark, but I think what she does so successfully, it's the same thing that Joe, that Joey Pants does,

which is that she really keeps you on your toes. And those two are kind of positioned across the movie as, like, one of these is bad, one of these is good. And it does remain very unclear as to which one is which. And I do think that is heavily due to those two actors and their performances. I agree. So she came with an added bonus, Lizzie, Joey Pants, her Matrix co-star. She recommended him for the role of Teddy.

According to Todd, Moss said he's a good luck charm. And he had kind of played the antagonist to her character, Trinity, in a lot of ways, in The Matrix, where he played Cipher. Now, Pants knew it was a great script. And he was not daunted by the fact that Nolan was a new director. If you haven't seen it, he's great in Bound, which was the Wachowski sisters first film. And so he's worked with rookie directors before. So he meets with Nolan at the King's Road coffee shop and immediately can feel that Nolan's meeting with him

as a favor to Carrie Ann Moss. And he just knows, I am not getting an offer for this movie. So he goes back to his house. He calls his agent, tells him how it went, and his agent says, you're good, pants. Yeah, they went to another client. And I said, oh, that's too bad. And he said, well, if they can't make this deal,

you're going to be the next call they make. And lucky for us, they couldn't make that deal. So Joey Pants was the next call that they made. I read that Nolan had not wanted to cast him. These were Joey Pants' words because he felt he'd played this type of role a lot, and that might tip it to, oh, he's a bad guy from the very beginning. I did literally say to David when we started this, because, again, like, yes, I've seen this before, no, I had never paid very close attention to it.

And I literally said the only problem with this movie is that Joey Pants is in it, and you know he's the villain, regardless of how he's doing it. So it's really interesting. Nolan has said an interview, I think it was in 2001, that the one thing that people, he was surprised by, was that people so vehemently believed the first time that they see Teddy's photograph on the back, it says don't believe his lies. But even as we come to realize that Leonard is an unreliable narrator,

and even as we realize that Natalie has, you know, dark goals and age, for Leonard, they still maintain the way that Teddy was established at the beginning of the film, and they had a hard time letting it go. I think Teddy's character is far more morally gray by the end, and I'll get to my thesis on him maybe as we wrap up, but I totally agree with you, even though his performance is so good, and I believe so many of the beats, I do think we're, like, the combination of the fact that he's presented is untrustworthy the first time when you meet him, and that it's Joey Pants. And, like, my thing is that it's Ralph Sifaretto from the Sopranos,

He's like the most odious, amazingly odious character in that show. It does make it tough. I do know it's unclear if this is who passed before it went to Joey Pants, but Dennis Leary is the name that has been reported who turned down the role. He would have been good. I actually like that, I think he would have been too tall. I know that's weird, but I think if Teddy's bigger than Leonard, the power dynamics skew too far.

So I think Joey's great for it. I love Dennis Leary. I think that that could have been really good. the one thing that I feel like Joe Pantaliano has in this movie that I'm not sure Dennis Leary would have had is that he does actually have a sweetness and I think a genuine compassion that comes through. At the end, when he's like, I really thought you were going to remember.

Like, I really did. Actually, I really believe him in that scene. I do too. I wanted to help you. I think that is true. I bought it. But as Joey Pants later put it, I've never been anybody's first choice,

which was fitting because neither had Christopher Nolan. Now, Lizzie, as we discussed, even if they are the first choice on a movie, composers are usually the last to join the process. And temp score, which is the temporary score that the editor and the director lay into the film, often pulled from other movies so they can cut the movie together, oftentimes jams the composer into a box that they can never climb out of. But fortunately, for composer David Julian, Nolan didn't use any temp score for Memento. So Julian had worked on following and two early Nolan shorts.

Larsonie and Doodlebug. Doodlebug is available if you want to watch it online. And the following score, again, is wonderful. It really elevates the production values. So Julian starts writing music to the script. He turns to synth scores like Blade Runner in the thin red line for inspiration. And Nolan wants to use contrasting musical styles for the black and white versus the color scenes to reinforce that these are two different timelines. So his requests are a simple three or four note theme and a high-pitched feedback sound.

And in the end, there are two distinct musical palettes, right? There's the brooding and classical themes of the color scenes, and then the oppressive, rumbly noise of the black and white scenes. But Julian's main goal was to infuse it with a sense of loss. Now, in 2001, Stephen Soderberg was feeling a sense of loss. The loss, Lizzie, of independent film. I saw a film under circumstances that to me signaled the death of the independent movement because I knew before I saw the film that everyone in town had seen it

and declined to distribute it, which was Chris Nolan's memento. it's absolutely brilliant, and I watched it and came out of their thinking, that's it, when a movie this good can't get released, it's over. Now, I don't know if you've ever heard these rumors, but oftentimes it is misremembered that Steven Soderberg secured distribution for Memento. That is not true. He was a big champion of the movie, and I'm sure he helped them, and he was a champion of Christopher Nolens.

But by the time he gave that interview, Memento had found a distribution home. It was just a company that nobody had ever heard of before because it was formed to distribute the movie. So after the ill-fated screening in March of 2000, the producers and executives from Newmarket huddled up, one of them said it was one of the worst weekends of their lives. They knew they had a great movie. They believed they had a great movie, but they didn't have a great offer. As New Market co-founder, Will Tyro said, if we had an offer for $8 million, we would have said fine, but that offer never came.

People thought it was too difficult, too obscure. no commercial potential, but they love it. So they decide we're going to distribute it ourselves. Memento would be the first film released by the newly formed New Market Films. And luckily, for Tire and Ball, somebody had a playbook they could use. In September of 2000, Variety reported that Memento was set to launch New Market Distribution, Veteran Marketer, distributor, and exhibitor, Bob Bernie will serve as marketing and distribution consultant on the title. And I do think it's worth a brief sidebar on Bob Bernie because he's really interesting. Maybe most famously was one of the minds behind the distribution of My Big Fat Greek Wedding, which was a runaway success.

He's most well known for saving to a degree Todd Salon's follow-up to welcome to the dollhouse, happiness. It is a challenging movie. Pedophilia, rape, suicide, harassment, and it's a comedy. Basically, Ball and Tyra go to Bernie and says, we're financiers and producers, not distributors, so we're going to 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, and it worked in the end.

Bernie said he was basically distributing the movie out of his house, and that the Nolan brothers actually gave him a bunch of ideas on how to market the film. Plan A. Get invited to the New York Film Festival ahead of an October United States release. That didn't work out. Plan B. Release it over Christmas. That was going to be a little too risky.

Too much competition. Plan C, wait until January, screen the movie at the Sundance Film Festival, and release it in the spring. In the meantime, there was one silver lining. The movie was a hit outside of the United States. In fact, just before cameras rolled, Summit Entertainment had secured more than half of the film's

international distributors using the script alone. Because people abroad are not as dumb as American. or we don't think they are, clearly. I think it's a little bit of both. Yeah. These foreign presales were used to debt finance the movie. The profit was supposed to come from the U.S. theaters. So Memento kicks off this strategy by premiering at the Venice Film Festival on September 5th of 2000.

And Nolan is very nervous. The crowd is, quote, notoriously fickle. And he felt that some of the movie's dark humor was going to get lost in the subtitles. Now, Aaron Ryder put it in way more stark terms. Quote, for an entire year, everyone had been telling us that the film sucked. It had been turned down by every festival. Even the Italian distributor found it bad. She actually said we should prepare ourselves because the fact is that the Italian audience can be harsh, end quote.

The movie ends and the audience is silent. A few seconds past, Aaron Ryder also says that before the movie started, he put his hand on his wife's leg, and he didn't take it off until the movie was over. And when he did, there was just a puddle of sweat dripping down her leg. Nolan remembers, I kind of liked that, the silence. I was very frightened, but I felt proud of that emotion. Then all of a sudden, everybody gets on their feet and gives the movie a five-minute standing ovation,

and Aaron Ryder starts to cry in his seat. From there, it goes on to the DuVos Festival of American Cinema in France and the Toronto International Film Festival before being released in theaters outside the United States. The Guardian's review of the film poignantly points out. It is a film to induce exhilaration, along with a tiny, acute stab of regret. The regret is that while the melancholy search for a British movie renaissance continues,

the most natural young movie talent this country has produced in ages evidently finds American to be his natural cinematic language. The British film scene had lost their next tour to Hollywood. The international reviews were actually so positive that they made Aaron Ryder nervous. Would there be a backlash in America? But the film was a hit at the Sundance Film Festival in January of 2000. and won, the audience loved it. Moriarty wrote on Ain't It Cool News that it feels like an immediate cult classic,

Nolan took home the Waldo Salt Screenwriting Award, and there were even rumors that Miramax regretted passing on the film and were interested in trying to figure out a way to make a deal. But Newmarket wasn't going to give it up. So while Guardian was wondering how they lost a homegrown talent to Hollywood, and Miramax wondered how they'd lost a classic noir, Esquire showed the world how Jonathan Nolan chose to remember the story. he'd pitched his brother back in 1997.

He'd written an early draft of his version on an airplane vomit bag, and it had come a long way. It's called Memento Mori, and it reads like a memory of the movie, tantalizingly close in gist, but with the details all wrong. It follows a man with anterior great amnesia

who hunts the killer of his wife, just like the film, but his name is Earl. He's been institutionalized. There is no Sammy Jankis, and he allows himself no grace. His condition has conditioned him to be in a state of pure cynicism. The short story ends with a very bleak line, Life is a cheap parlor trick.

Now, Newmarket, having been beaten down for a year, despite loving the film, had maybe been conditioned a bit in their own way. Memento was actually released on DVD while the movie was still in theaters, because Newmarket had made the DVD deal assuming a short theatrical window, but Bob Bernie had other ideas.

He was confident that the movie would do well with the art house crowd. So ahead of the release, he arranges this aggressive, radio-driven screening program aimed at upscale young adults with an emphasis on the college crowd. And it turns out they had a secret weapon, Joey Pants. Joey Pants made appearances at colleges where all of a sudden he was very popular because he had just debuted as Ralph Ciforetto in season three of the Sopranos, which had premiered on March 4, 2001. Another key element, of marketing the film, the website, which is www.O-T-N-E-M-E-M-E-M-E-M-D-M-O-MENTO backwards,

and it was designed by Jonathan Nolan and set up by New York site designers, electric artists, very much in the vein of the Blair Witch Project, Lizzie, that we discussed. So Memento opened in the United States on March 16th, 2001, in 10 theaters. By its seventh week, it expanded to roughly 250 into smaller cities like Portland and Phoenix. It pulled in $350,000,000. its first week averaging $30,000 per theater.

It grossed more every week, week on week, for its first nine weeks in the box office. And it peaked at 531 theaters over Memorial Day weekend when it brought in a high of $2.4 million during its 11th week. It crested again the second weekend of July. And it ran in theaters all the way into the first week of September. That's insane. It was in theaters for six months. It's interesting about the DVD being a very long. because that's maybe my strongest memory of this movie from that time is the DVD cover.

Mm-hmm. It was much more than the $25 million movie that everybody had been looking for. Memento pulled in $40 million worldwide against its $4 or $5 million budget. Critics compared the movie to the usual suspects. They compared Christopher Nolan to Darren Aronofsky. There were some complaints, and we must point out the one plot hole that everybody, or the seeming plot that everybody points out. Roger Ebert wrote, If the last thing the main character remembers is his wife dying,

then how does he remember that he has short-term memory loss? Christopher Nolan has explained this by saying it's conditioning. With the help of Teddy, he conditioned himself, and that's how he's remembered. It's almost like muscle memory. I prefer Roger Ebert's explanation. He later wrote in the same article, I prefer to believe that Leonard, the hero of the film,

has a condition similar to Tom Hanks' brain cloud in Joe v. the Volcano, he suffers from a condition brought on by a screenplay that finds it necessary and it's unkind of us to inquire too deeply. It didn't seem to matter to the Academy. Christopher and Jonathan were nominated for an Academy Award for Best Original Screenplay,

and Doddy Dorn was nominated for Best Film Editing. Now Memento launched Newmarket Films and in a very direct way saved another orphan indie film, Donnie Darko, which we discussed in our episode. Christopher Nolan was championed by Stephen Soderberg and found himself the first director choice to direct insomnia,

starring Al Pacino, Robin Williams, and Hilary Swank. He and Emma Thomas have gone on to create some of the biggest films of the last 20 years. Jonathan Nolan has flourished in television. He continued to explore memory and consciousness in Westworld to varying degrees of success. And Wally Fister became Nolan's go-to DP

for over a decade, along with Dottie Dorn, one of his go-to editors. Wally Fister shot Insomnia, Inception, the Dark Night trilogy. He also shot Moneyball, which looks amazing. Carrie Ann Moss has called Memento one of the projects she's most proud of, but Guy Pearce remembers it differently. He said earlier this year that he thinks his acting was shit in the movie.

He says he played the part too flippant, which was all wrong for the character. And that quote, I'm bad in a good movie. What? End quote. I don't agree. This is really interesting. Carmel, I watched it with my wife, and she had, seen it since high school.

15, 20 minutes in, she said she thought Guy Pearce was really bad. By the end of the film, she liked him. I do think he comes off flippant in the movie and a bit aloof. I always interpreted that through the lens of how he explains it later. You fake that you understand what's going on. He needs to have this brash confidence because he actually has no context for any scene that he's in in any given moment. He's overperforming, in a sense,

for the other characters around him to cover up the fact that he is completely lost in every single scene. I think it totally works. It doesn't bother me at all. I do too. So, I disagree. Pierce went on to find success in supporting roles,

obviously, more, I think more so than leading roles, although I really love his Australian Western, The Proposition. In 2017, the United States Library of Congress selected Memento for preservation in the National Film Library, which is perhaps the best protection one can have against being forgotten.

And before we go to what went right, really quickly, I guess I can share my probably very obvious to our audience, Sammy Jenkins theory. So I believe Sammy Jenkins was a real person. I don't believe that Leonard has made him up whole cloth. I do believe that Leonard has conflated Sammy Jenkins' story and his own story. I think Leonard Shelby is the one who accidentally killed his wife. I believe that Sammy Jenkins did not have a wife, as is expressed by Teddy. I believe instead the warning, remember Sammy Jankis that he puts on his hand, was originally

intended to warn Leonard. He's telling himself, you cannot beat this thing through conditioning. There is no way to condition your way out of this condition that you have. But through the conditioning and the help of Teddy and the endless notes that he writes himself and he does so in a different way than he says Sammy Jancus did, he uses polaroids and tattoos, he has conditioned himself into giving himself a purpose, and he has morphed or grotesquely warped that original warning he gave himself, remember Sammy Jancus, instead into a reminder that he can do better than Sammy Jancus, and he can, quote, avenge his wife, which isn't even possible because I do believe Leonard Shelby killed his wife, which is the ultimate tragedy of the movie. Again, probably very obvious to our

but that is my Sammy Jankis theory, the original tattoo that he has on his hand. The very first tattoo in my mind that he ever got was actually designed to prevent him from going down the path that he has gone down in this movie. And that brings us, Lizzie, to what went right? So I have to ask you, what went right in Memento? Great job, Chris. How about your non-linear telling of this story? I think it mostly works.

see if our audience agrees. I have to give it to the editor, Doddy Dorn. I just think if you had an editor who didn't completely understand this movie and what Nolan was trying to do, it just wouldn't work. And she does more than understand it. She expands it and enhances it. And I just think the editing in this movie is completely its own character. So, Doddy.

I couldn't agree more. Also, she edited Matchstick Men. I love Matchstick Men. And it's an exceptionally well-edited movie. She's done some huge projects with David Ayer, Ridley Scott, and then she's most recently been cutting a lot of Zach Snyder movies as well. So it's just an incredibly talented editor. And I agree.

It's so well cut. I am going to give my what went right to Christopher Nolan. You got it. Yeah, gotta. I read one quote from one of the producers who said that Christopher was the only person who wasn't really surprised when they didn't get picked up for distribution the first go-around. And she said something along the lines of, you know, he'd be comfortable making movies in his basement. He just wants to make movies. And I definitely get the sense that that's true, even though he now makes the biggest movies in the world. And the first movie I'd had never reached anywhere near the same stratosphere as Momento. But similarly, we had a moment where we were struggling to find distribution. And I can say I do think that's a common thing where the director, the people closest to the project kind of have the lowest expectations.

And so it didn't surprise me to read that about him. But one thing that I really liked about Nolan in reading this, again, I don't know him, but just the quotes from his collaborators, despite, being so meticulous with the way that he wrote the script, you could imagine him being really overbearing in kind of a James Cameron-esque way. And maybe it was his age or the fact that he was a transplant, but it seems like he really took a collaborative approach.

He was assertive in what he wanted, obviously, but there was room for everybody that he worked with, to have their influence and put their fingerprints on the movie. And again, I just think we always need to celebrate that on this podcast because these things are the efforts of so many, many people, so many talented people, and this is a story that demands every department working in lockstep, and they do so well. Everything from costumes to production design to performance. And I would just like to give my last shout out to Stephen Tumlowski, and that, you know, it really

proves there are no small parts. I will always remember Sammy Jankis. That is really, like, remember Sammy Jankis. I will always remember Sammy Jankis. And I love him as an actor, and I love him in this movie. So there it is. All right, guys, if you're enjoying this podcast, there are a few easy ways to support us. Number one, tell a family member or friend. Hey, you should check out what went wrong. Number two, you can leave us a rating and review on whatever podcatcher that you are using to listen to this show on. Number three, we have a couple of subscription options. Lizzie, would you like to tell the fine folks how they could get more what went wrong? Should they be interested? I certainly can. You can choose to subscribe on Apple if you would like. You can also

choose to subscribe on Patreon. We have a couple different tiers there. But if you would like to receive bonus content, which is at least one bonus episode per month, then you can subscribe on Apple, as I said, or you can join the $5 tier and up on Patreon. And those episodes typically are reviews of upcoming films this month. I believe we will have 28 years later at the Bone Temple. Very, very excited for that one personally. Chris is pumping his fist. with Ray Fonz. Yeah. So excited.

Strangely not the tagline they went with. No, it's not. Twenty years later, one of my unexpected favorite films of 2025, so I'm really excited to see the second one. I agree. Yeah, can't wait to do that. So, subscribe to us on Apple. Join us on Patreon. A couple different tiers there, $5 tier bonus content.

Or you can join for $50 and you can get one of these Memento shoutouts just like this. Padry and Korea. Angeline Renek, and the gentleman, Lazyamress, Rai Tjaniiou, Rheh, Kermismeh, C. Sikvisi,

Hesleyo, Hesuze, Sevidf, Sivisme, Nesernen Yoe Hanton, Shahn Schemble, Elisendlinson, Temezo de Zoudia,

and it's downy, Filišinji, Fulmi Ostaw, Frant is kind, Helen and Mekal, a fervkin-pawskaves, Christfather. Havarham's, she is Maccoy,

shevue, her dantsusbosan. She's new franco, and she ryebel, not sure in her pebbly. Ose and Mimalalal Sirelch. Havrina Hannabach,

he's coloring then. Kaffin'n't one of us, and he's not going to-machimachimach. One, L.J, many a house, Mary Sonson, Sinclairins, Mastin-Sikitin,

Maitmach, Maitmintz-a-Nin-San-Av, Hul-Mary, Sury-Salf-Mary, Hul-Jur, Sadi, Shah, Sadi, Scott Oshida, Saman-Shanani, Shinshaw-Jor-Vour, Sucan-San-Sin, a throw-lice family,

the Christmas spoon. Guys, we are so excited to dive into 26 with you all. We have some resolutions about the podcast, some personal ones we won't share as we will surely forget about them by July. And we just can't wait to continue to grow. And we feel extremely fortunate to have found listeners like you who are willing to put up with us week in and week out. So thank you.

Oh, we should probably tell you what we're doing next week. Lizzie? We are going to be covering Don't worry, darling. And it's an interesting story, if maybe not as interesting a movie. I'm excited to talk about it. Very excited. Bye. Bye.

Go to patreon.com slash what went wrong podcast to support what went wrong and check out our website at what went wrongpod.com. What went wrong is a sad boom podcast presented by Lizzie Bassett and Chris Winterbauer. Post-production and music by David Bowman. This episode was researched by Jesse Winterbauer.