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Intolerable Cruelty

Theatrical poster
Directed by Joel Coen
Ethan Coen (uncredited)
Produced by Brian Grazer
Ethan Coen
Joel Coen (uncredited)
Written by Robert Ramsay
Matthew Stone
Ethan Coen
Joel Coen (screenplay)
Robert Ramsay
Matthew Stone
John Romano (story)
Starring George Clooney
Catherine Zeta-Jones
Geoffrey Rush
Cedric The Entertainer
Edward Herrmann
Paul Adelstein
Richard Jenkins
and Billy Bob Thornton
Music by Carter Burwell
Cinematography Roger Deakins
Editing by Roderick Jaynes
Studio Imagine Entertainment
Mike Zoss Productions
Distributed by Universal Pictures
Release date(s) United States October 10, 2003
Running time 100 min.
Country United States
Language English
Budget $60,000,000

Intolerable Cruelty (2003) is a romantic comedy directed by Joel and Ethan Coen and starring George Clooney, Catherine Zeta-Jones, Cedric the Entertainer and Billy Bob Thornton. It was released by Universal Pictures.



Donovan Donaly (Geoffrey Rush), a soap opera producer, comes home to find his wife, Bonnie (Stacey Travis), having an affair with a pool cleaner named Ollie (Jack Kyle). He brandishes a gun to shoot Ollie, but his wife stabs him in the rear.

Miles Massey (George Clooney) is the U.S.'s top divorce attorney. He becomes Bonnie's lawyer, assuring her he will win the divorce case and leave Donovan with nothing.

Meanwhile, Rex Rexroth (Edward Herrmann) is having a role play session with a blonde temptress in a cheap motel when a private investigator named Gus Petch (Cedric The Entertainer) bursts into the room with a video camera and records everything. He brings the video to Rex's wife, Marylin Rexroth (Catherine Zeta-Jones), who reveals that the video is her ticket to wealth and independence. Rex seeks counsel from Miles Massey, who assures him that, despite the video, he will win the divorce case. Marylin consults with her girlfriends, wealthy fellow serial divorcées, including Sarah Sorkin (Julia Duffy). She warns Marylin to beware of Miles Massey.

After Marylin and her lawyer, Freddy Bender (Richard Jenkins), fail to agree with Miles, Rex, and Wrigley on a divorce settlement, Miles asks Marylin to dinner where he decides that Marylin is the challenge he's been looking for. He hires Gus Petch to take pictures of her diary. Later, in divorce court, Miles exposes Marylin's calculating life by presenting a witness named Heinz, the Baron Krauss von Espy (Jonathan Hadary) who testifies that she asked him several years ago to find her a rich husband who could be easily manipulated. Because she winds up with nothing from the divorce, she swears revenge on Miles. She contacts Donovan Donaly, who is now living on the street, to help her. Herb Myerson (Tom Aldredge), Miles's boss, congratulates and praises him lavishly for his fine work.

Soon after, Marylin shows up at Miles's office with her new fiancé, an oil millionaire named Howard D. Doyle (Billy Bob Thornton). Not long after the wedding, Marylin divorces Howard and takes his money, making her a very rich woman.

Months pass. Marylin bumps into Miles at a convention of divorce attorneys in Las Vegas. They discover that they both are lonely people despite their wealth. Miles is besotted with Marylin and marries her on the spur of the moment. Miles has become a changed man and decides to abandon divorce suits in favor of pro-bono work in East Los Angeles. However, while celebrating this decision, Miles discovers that Howard D. Doyle is in fact an actor from one of Donaly's soap operas, and not really an oil millionaire. Marylin has no money of her own. Marylin has thoroughly tricked Miles and now his wealth is exposed to Marilyn's asset stripping.

Miles' boss is most displeased with this turn of events and demands that something be done about it because she has humiliated their law firm. The boss then hires a hitman named Wheezy Joe (Irwin Keyes) to kill her under the assumed name of "Mr. Smith", but before the plan is completed, Miles learns that Marylin's ex-husband Rex Rexroth has died of a heart attack, bequeathing her millions. Miles now stands to benefit from a divorce, so he rushes out to stop the assassination.

Meanwhile, Marylin, after arriving at the couple's new house, discovers Joe and easily perceives that he was sent to kill her. She offers to pay Joe double to instead kill "Mr. Smith" (Miles) and his boss. When Wheezy Joe meets Miles again, Miles sprays him in the face with Mace, causing him to mistake his gun for his Albuterol inhaler, shooting himself in the head. At the end, Miles and Marylin meet at a divorce attorney's office to hammer out a deal. Miles is still in love with Marylin and shows his trust in her by retroactively signing a pre-nuptial agreement. She tears it up, and they kiss and reconcile. Marylin tells Miles that she suggested to Donovan Donaly a TV show about divorce. The film ends as Gus Petch hosts the first episode of America's Funniest Divorce Videos.



The film currently holds a 75% fresh rating on Rotten Tomatoes


Original Motion Picture Soundtrack: Intolerable Cruelty
Soundtrack by Carter Burwell and various artists
Released October 7, 2003
Genre Film score
pop, blues
Length 50:50
Label Hip-O
Professional reviews
Coen Brothers film soundtracks chronology
The Man Who Wasn't There
Intolerable Cruelty
The Ladykillers

Intolerable Cruelty is scored by Carter Burwell, in his tenth collaboration with the Coen Brothers.

The soundtrack album features a variety pop songs and cues from Burwell's score.

"The Boxer", first by Simon and Garfunkel and then as covered by Colin Linden, opens and closes the album. A Canadian blues musician, Linden had previously participated in Down from the Mountain, a live performance of music from the Coens' O Brother, Where Art Thou?, and he performs several songs in the film.

Other songs include "Suspicious Minds" by Elvis Presley, "Non, Je Ne Regrette Rien" by Édith Piaf and "Glory of Love" by Big Bill Broonzy.

Track listing

Tracks by Carter Burwell unless otherwise noted.

  1. "The Boxer" (Simon and Garfunkel) – 5:09
  2. "Intolerable Mambo – 1:41
  3. "Suspicious Minds" (Elvis Presley) – 4:33
  4. "Hanky Panky Choo Choo" – 2:07
  5. "Don't Cry Out Loud" (Melissa Manchester) – 3:48
  6. "Feels So Good" (Chuck Mangione) – 9:42
  7. "You Fascinate Me" – 1:40
  8. "April Come She Will" (written by Paul Simon, performed by Colin Linden) – 0:59
  9. "Heather 2 Honeymoon" – 1:39
  10. "If I Only Knew" (Tom Jones) – 4:18
  11. "Love Is Good" – 3:26
  12. "Non, Je Ne Regrette Rien" (Édith Piaf) – 2:21
  13. "No More Working" – 3:01
  14. "Fully Exposed" – 1:46
  15. "Glory of Love" (Big Bill Broonzy) – 2:20
  16. "The Boxer" (Colin Linden) – 2:20

External links


Up to date as of January 14, 2010

From Wikiquote

Intolerable Cruelty is a 2003 romantic-comedy film about a powerful divorce attorney who falls in love with the ex-wife of one of his clients.

Directed by Joel Coen. Written by Joel Coen and Ethan Coen.
Engage the enemy. tagline


Miles Massey

  • You fascinate me.
  • Sorry. I'm not omniscient.
  • Ham sandwich on stale rye bread. Lots of mayo, easy on the ham.
  • Let the record show that the Baron has identified Rex Rexroth as the silly man!

Marylin Rexroth

  • I've invested five good years in my marriage to Rex and I've nailed his ass fair and square. Now I'm going to have it stuffed, mounted, and have my lady friends come over and throw darts at it.

Gus Petch

  • You want tact, call a tactician. You want an ass nailed, you come see Gus Petch.
  • [repeated line] I'm gonna nail your ass!


  • Who needs a home when you've got a colostomy bag?
  • [Wheezy Joe has just accidentally shot himself] Told him it was no go...
  • Rex, sit!
  • Why kill the only woman you've ever loved when she's the richer party.

Donovan Donaly

  • Explain this away, darling!

Herb Myerson

  • I'm going to talk to you about the law. We serve the law. We honor the law. And sometimes, we obey the law. But this is not one of those times.

Bonnie Donaly

  • You should have seen this coming you Australian piece of shit!

The Baron

  • Has any one got some bones?


Rex: My wife has me between a rock and a hard place.
Miles Massey: That's her job. You should respect that.

Freddy Bender: Objection, Your Honor: strangling the witness.
Judge Marva Munson: I'm going to allow it.

Miles Massey: So you propose, that in spite demonstrable infidelity on your part, your unoffending wife should be tossed out on her ear.
Rex: Is it possible?
Miles Massey: It's a challenge.

Miles Massey: I guess, something inside of me died, when I realized that you'd hired a goon to kill me.
Marylin Rexroth: Wait a minute. You hired him to kill me.
Freddy Bender: No. Both of you wait a minute. Nobody hired anyone to kill anyone.
Wrigley: Hear, hear.
Freddy Bender: Apparently, from what I can gather, a burglar broke into your house.
Wrigley: Miles's house.
Freddy Bender: Whatever. A burglar broke in intending to loot the place, uh, repented, became despondent over his lifestyle and shot himself.

Miles Massey: "Dismiss your vows, your feigned tears, your flattery, for where a heart is hard, they make no battery..." Mrs. Rexroth, do you know those lines?
Freddy Bender: Objection, your honor.
Judge Marva Munson: Grounds?
Freddy Bender: Uh... poetry recitation.

Mrs. Gutman: Sometimes there would be a gizmo.
Mrs. Gutman's Lawyer: A gizmo?
Mrs. Gutman: He had a device he called the Intruder. It was something he had the engineers at the factory design. And then he had a prototype built out of the parts from our vacuum cleaner.
Mrs. Gutman's Lawyer: I see.
Mrs. Gutman: So the vacuum cleaner wasn't available to me for several months.
Mrs. Gutman's Lawyer: Several months without the appliance.
Mrs. Gutman: Yes.

Wrigley: Uh, I'll just have a, um, salad, please. Um, baby field greens.
Nero's Waitress: What did you call me?
Wrigley: Uh, no, I-I... I-I didn't call you anything.
Nero's Waitress: You want a salad?
Wrigley: Yeah. Do you... Do you have a, uh, green salad?
Nero's Waitress: What the fuck color would it be?
Wrigley: Why are we eating here?
Nero's Waitress: What's his problem?
Miles Massey: Just bring him an iceberg lettuce and a mealy tomato wedge smothered with French Dressing.
Nero's Waitress: And for you?
Miles Massey: Ham sandwich on stale rye bread. Lots of mayo, easy on the ham.
Nero's Waitress: Slaw Cup?
Miles Massey: What the hell.

Rex Rexroth: Have you sat before her before?
Miles Massey: No. No, the judge sits first. Then we sit.
Rex Rexroth: Well, have you sat after her before?
Wrigley: Sat after her before? You mean, have we argued before her before?
Miles Massey: The judge sits in judgment. The counsel argues before the judge.
Rex Rexroth: So, have you argued before her before?
Wrigley: Before her before, or before she sat before?
Rex Rexroth: Before her before. I said, before her before.
Wrigley: No, you said before she sat before.
Rex Rexroth: I did at first, but...
Miles Massey: Look, don't argue.
Rex Rexroth: I'm not. I'm...
Wrigley: No, you don't argue. We argue.
Miles Massey: Counsel argues.
Wrigley: You appear.
Miles Massey: The judge sits.
Wrigley: Then you sit.
Miles Massey: Or you stand in contempt.
Wrigley: And then we argue.
Miles Massey: The counsel argues.
Rex Rexroth: Which you've done before.
Miles Massey: Which we've done before.
Rex Rexroth: Ah.
Wrigley: But not before her.

Marylin Rexroth: They bought Massey's argument. If I lied or cheated and was with Rex only for his money, then he shouldn't have to give me any.
Sarah Sorkin: Well, that makes no sense. Why else would you put in all those years?

[Marylin's poodle bites Miles Massey on his hand]
Marylin Rexroth: Ow. Howard.
Miles Massey: Howard. You named him after your ex.
Marylin Rexroth: I'm sentimental.

Wrigley: What do you think?
Miles Massey: What are they, ladles?
Wrigley: Berry spoons.
Miles Massey: Spoons?
Wrigley: Berry spoons. Everybody has spoons.
Miles Massey: And nobody *needs* berry spoons.
Wrigley: Everybody eats berries.
Miles Massey: Who are you, Pollyanna? Where'd you see 'em at? A Martha Stewart catalog right next to the silver napkin rings? Stadium seat ass-warmers?

Freddy Bender: If you have a proposal to make, let's hear it.
Miles Massey: Well, at this point, my client is still prepared to consider reconciliation.
Freddy Bender: My client's ruled that out.
Miles Massey: My client is prepared to entertain an amicable dissolution to the marriage without prejudice.
Freddy Bender: That's a fart in a stiff wind.
Miles Massey: My client proposes a 30-day cooling-off period.
Freddy Bender: My client feels sufficiently dispassionate.
Miles Massey: My client asks that you not initiate proceedings pending his setting certain affairs in order.

Miles Massey: All right, so much for the ice-breakers. What are you after, Freddy? [takes a drink of water]
Freddy Bender: My client is prepared to settle for 50 percent of the marital assets. [Miles spits out some water]
Miles Massey: Why only 50, Freddy? Why not a hundred? While we're dreaming, why not 150? Are you familiar with "Kershner"?
Freddy Bender: "Kershner" does not apply.
Miles Massey: Bring this to trial, we'll see if "Kershner" applies.
Rex: What's "Kershner"?
Miles Massey: Please, let me handle this.
Freddy Bender: "Kershner" was in Kentucky.
Miles Massey: "Kershner" was in Kentucky?
Freddy Bender: "Kershner" was in Kentucky.
Miles Massey: All right, Freddy, forget "Kershner". What's your bottom line?
Freddy Bender: Primary residence, 30 percent of remaining assets.
Miles Massey: What, are you nuts? Have you forgotten "Kershner"?

Miles Massey: Attila the Hun. Ivan the Terrible. Henry the Eighth. What do they have in common?
Wrigley: [thinks] Middle name?

Miles Massey: [of Rex's wife] Has she retained counsel?
Rex: I don't know... She has Rottweilers.
Miles Massey: Not a good sign.

Miles Massey: [after ordering food for both of them] I assume you're a carnivore.
Marylin Rexroth: [laughing] Oh, Mr. Massey. You have *no* *idea*.

[last lines]
Gus Petch: We gonna make you laugh, we gonna make you cry, but most of all, we gonna
[with audience]
Gus Petch: nail your ass!
Audience: [chanting] Nail your ass! Nail your ass! Nail your ass!

Gus Petch: ...and those Rottweilers were a menace, man!
Miles Massey: I told you she had dogs.
Gus Petch: You didn't tell me they had a hard on for Anus Africanus!


  • Engage the enemy.
  • A romantic comedy with bite.

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