Production Notes provided by Warner Brothers                Return to The Good German page at MMC


The Production

If War is Hell, Then What Comes After?

V-E Day, May 8, 1945, marked the unconditional surrender of Nazi Germany and the end of the war in Europe. By June, the Allies began the job of dividing Germany and Berlin into zones of military occupation: American, Russian, British and French.

Ostensibly, they were there to keep the peace, restore vital services like food and fuel, and maintain law and order, much of which they legitimately accomplished. But they were also looking after their own interests in ways that would never make the papers back home.

“Everyone in this story—whether representing themselves and their own lives or representing institutions or governments—is not speaking directly about what they want and is hoping they can achieve their goals without ever having to tell the whole truth,” says director Steven Soderbergh. “It’s about hypocrisy and denial. It’s human nature and the inevitable outgrowth of any post-war environment. That’s something that has always been with us and always will be. Set in a super-heated situation, these issues can mean life or death.”

War correspondent Jake Geismer has returned to Berlin to cover the Potsdam Peace Conference, where Allied leaders will meet to finalize details of disarming Germany and restructuring its government and economy. He is shocked to see the utter destruction of this once-beautiful city.

Jake is further shocked to see his former lover, Lena, keeping company with his motorpool driver, Corporal Tully—a soulless, small-time racketeer exploiting anything and anyone to his advantage on the black market, and to whom Lena is little more than another commodity.

How did things come to this?

Whoever Jake was before the war, by 1945 he has become, says George Clooney, “a bitter guy. Where he once had ambition and passion, he’s been disillusioned by the war and his experiences and has become a cynic. The one thing he still remembers as a shining moment in his life was his relationship with Lena, but when he runs into her again, things are very different for both of them.”

Describing that moment, Cate Blanchett, who stars as Lena, says, “The fact that she’s there and he suddenly sweeps in, the fact that she’s even still alive and the suddenness of their reunion, is a very romantic concept, but in Steven’s hands, it gets a rawer treatment. It’s a love story but set against a very harsh and gritty backdrop. Seeing Jake reminds Lena of who she used to be, how she used to feel and the fact that she used to have a sense of morality, and that’s unbearable to her now.”

“These are two people who clearly care about each other, and it’s played in an understated way that makes us wonder exactly what that relationship once was and what it might have been,” suggests producer Gregory Jacobs. “But it’s a complicated world and a complicated time, and I think real life intercedes.”

There is another reason Lena prefers to keep her distance. “Everyone in this film has a hidden agenda, often deeply hidden from themselves,” says Blanchett. “Living under The Third Reich cured people of forming hasty confidences. You didn’t ask intimate questions and you didn’t tell anyone anything; you always assumed the person you were talking to could betray you. Lena knows Jake is like a bloodhound when he’s on a scent. Whatever she is doing now, with or without Tully, Jake’s presence can only complicate things.”

Tully has his own problems. Following a violent confrontation with Jake, the would-be entrepreneur gets himself killed… in the wrong military zone, his pockets stuffed with cash. “That in itself is not surprising, as Tully’s lifestyle makes him an accident waiting to happen,” notes Tobey Maguire, “but what Jake cannot fathom is why the American and Russian authorities are so eager to sweep it under the carpet.”

A conversation with the city’s interim military governor, Colonel Muller (Beau Bridges), leaves Jake with more questions than answers.

“Why does Jake even care that Tully is murdered?” asks producer Ben Cosgrove. “Tully is hardly likeable. But what disturbs Jake is that an American soldier—even a corrupt one—died under mysterious circumstances and no one is concerned. That bothers him, both as a reporter and as a person of character. He finds it hypocritical that the U.S. entered this war for clear moral reasons, yet is now ignoring the murder of one of its own.”

The situation soon takes on additional complexity. Says Clooney, “At first, Jake is implicated in Tully’s murder. Then, he feels compelled to solve it, his old hunger for a story. Finally, piece by piece, it becomes more about the woman he loves. If he can get to the bottom of this, and help her in the process, he can feel better about himself and maybe get a bit of his soul back. At least he can feel better about leaving her the first time.”

“What drives the story is that Jake knows Lena is lying to him and he cannot rest until he finds out why,” says screenwriter Paul Attanasio. The writer of “Quiz Show and “Donnie Brasco,” Attanasio’s reputation for richly detailed characters and tight plotting made him a natural choice to adapt “The Good German.” “For all his cynicism, Jake is also a romantic. Like Gatsby, like Rick in ‘Casablanca,’ he never sees the world as it is; he sees what he wants it to be. He wants to believe that Lena is the same woman he knew before the war.”

Jake doesn’t realize the truths he is pursuing go far beyond Lena, beyond lost love, beyond Tully’s shady deals and shadier partners. Yet, somehow, they are all tied up in it together.

Making Deals with the Devil

As they entered Germany, the Americans and Russians discovered that German physicists, chemists and engineers were considerably further advanced than they expected—years ahead in many areas, including rocket science and biological warfare.

Meanwhile, even as Joseph Stalin posed for publicity photos with Harry Truman, those in the know understood the two powers were allies only by necessity…and only temporarily. A new war was already beginning and the new enemy would be the USSR. America wanted the knowledge these German scientists and engineers could provide. Equally important was keeping that knowledge out of Soviet hands.

Jacobs points out the irony. “Amidst the victory celebrations and the so-called Peace Conference, a desperate struggle was being waged over who would get the German scientists and their research for the next war. The Russians were literally kidnapping them off the streets and the Americans weren’t far behind. It was a major operation going on, a secret mandate within the U.S. government to transport these scientists to America.”

Simultaneously, military lawyers were sorting through voluminous records to determine who would stand trial for war crimes. Among those would surely be some of the scientists and engineers responsible, directly or indirectly, for the deaths of thousands because their work was accomplished through slave labor under the most appallingly inhumane conditions. Any number of valuable scientific minds could find themselves wanted in both spheres immediately after the war—a military tribunal or a foreign laboratory—and, in such cases, which need would supersede the other?

“It was a bitter choice,” Soderbergh acknowledges. “Either the Russians get these guys and they win the arms race, or we whitewash their backgrounds and bring them to the U.S. and we win the arms race. There was no high ground to take. There just wasn’t.”

Says Attanasio, “It was a deal with the devil. And when America makes those kinds of decisions, they come at a high price because our ideals are part of our power and how we are perceived by the world. Those scientists held the knowledge of how to make rockets, and rockets and nuclear weapons were the definition of military power. We needed this to keep us safe and it did, through the Cold War. Yet these were men who were deeply involved with war crimes by any definition and the definition the government had at that time was quite loose: simply, who was an ‘ardent’ Nazi and who wasn’t?”

Beyond the purely practical, Attanasio suggests, “There may have been an even subtler and more powerful argument. We needed to look away. We needed to look away for life to go on.”

Bringing “The Good German” to the Screen

Steven Soderbergh worked closely with Attanasio to draw Joseph Kanon’s novel The Good German through a slightly different prism for the screen. “It had great characters and a fascinating premise, very dramatic and cinematic, but we needed to amplify elements of the story and the issues it was laying out,” says Soderbergh. “Of all the adaptations I’ve been involved with, this was the most difficult because there are so many moving parts. Murder mysteries are a difficult genre because you’re always concerned about revealing too much information or not enough. Ultimately, it’s how you release the information and when that’s everything. It’s also difficult to judge the impact of something on the page that, in this case, you know will be represented in a very theatrical visual style.”

Regarding the film’s narrative structure, he says, “Paul and I tried out different ideas on how to do it, but it wasn’t until we settled on this ‘baton pass’ between the characters that the whole thing fell together.” He decided to move the action continuously forward while subtly shifting the point of view from one character to another—first Tully, then Jake, and then Lena—a structure that required the enlargement of Tully’s role, which was significantly smaller in the book.

Though not an easy method to employ without compromising the story’s drive or emotional momentum, it proved well worth the effort, Attanasio says, explaining, “This fractured point of view on the events, and the way that we only really know the narrative at specific points from one character’s perspective is an example of form following content. What we’re trying to capture is the question of how well can you ever really know another person? It’s a classic film noir theme and it fits the political context. After the war, with 30 million dead, Europe in ruins, and the knowledge that your neighbor might be a murderer, there was plenty of guilt to go around.”

“No one gets away clean. There are no good guys here,” says Clooney. “Everyone has done some terrible things along the way. There’s a point at which Jake tries to reassure Lena that she hasn’t done anything wrong, and she says, ‘I survived.’ You can argue the reasons and the values of how she survived but you’re never going to understand the circumstances she was facing. In the end, you can look at these characters and maybe justify everything they’ve done. But that doesn’t make it right.”

The Characters

Jake Geismer embodies the moral complexity of the time and brings a distinctly American point of view to the situation in Berlin. Says Soderbergh, “The role seemed to be written for George Clooney. It’s the quintessential George role: intelligent, energetic, opinionated and fearless.”

Jake’s Peace Conference assignment holds little interest for him, but Tully’s death stirs his dormant reporters’ instinct by offering him the possibility of a story behind the story he’s been sent to cover. “I like the idea that this is a murder mystery wrapped up in a much larger historical event,” says Clooney, who came to the project well aware of the realities depicted in the film, having grown up “with a lot of World War II and Cold War history. “The Americans didn’t want a headline in the middle of the Peace Conference that would start World War III. It was a very tenuous moment. Everyone was shaking hands over their victory and then, within seconds, putting up demarcation zones and fighting over the spoils of the war. Immediately the Cold War began.”

Although it bothers Jake profoundly that Tully’s murder is dismissed by those who should be committed to unearthing the truth, he fails to acknowledge similar inconsistencies in his own life. As Soderbergh explains, “Jake is a character who always has a chip on his shoulder towards people he feels aren’t taking the moral high ground, but he was having this affair with a married woman, and, at some point, he has all of the information to put together what’s really happening and just refuses to see it. He has all kinds of ideals but also an incredible blind spot which means, inevitably, he’s going to get some sort of rude awakening or comeuppance. In my experience, people with that problem are confronted with the contradiction, and how they deal with it is a function of their character.”

Nothing comes easily for Jake, emotionally or otherwise, which brings a note of wry humor into the portrayal, says Jacobs. “He’s the hero but he’s far from invincible. Every step of the way he’s duped, he’s lied to, he’s beaten up. Still, he perseveres.”

Attanasio believes that, in a larger sense, Jake is just lost in the sophistication of post-war Europe. “Like Tully, he thinks he knows everything, but he’s in over his head. And being in love with Lena doesn’t help him.”

“He knows getting involved with her again isn’t the brightest move and he’s aware that she might be playing him,” Clooney admits. “But I think he believes, at the end of the day, that Lena deserves one break and he’s going to make sure she gets it.”

Lena, meanwhile, seems untouched by sentiment. “The interesting thing about Lena is that she accepts that she’s been sullied by the events of the past years and will never be the same, and, therefore, she and Jake can never return to what they once had,” says Blanchett, who prepared for her role by reading personal accounts of women who survived the war and its aftermath. “These women sought to protect themselves by denying their emotions and adopting a gallows humor about the commonplace brutality and deprivation of their lives. In one diary, a woman described that she could no longer recall happiness. When her fiancé returns and embraces her, she’s like ice in his arms. When you’ve been exposed to the depravity of human nature on a daily basis, happiness becomes a hollow concept, and I think this is how Lena feels about Jake. Why did he come back? To save her? For what?”

“Lena is extremely complicated and there wasn’t enough time within the story to explore all the factors that have influenced her life,” says Soderbergh. “But Cate is able to convey that in the depth of her expression.”

“The beauty of Lena is that she never gives up who she is,” adds Clooney. “She’s like the Faye Dunaway character in ‘Chinatown.’ Every single time she tells Jake something, he believes her, and almost every single time she’s lying.”

Lena also lies to Tully. Says Maguire, “He thinks they have a real relationship. In fact, he thinks he has her under his thumb, but she has things going on that he’s not privy to. With Tully, there’s always a level that he is aware of and a deeper level that escapes him.

“Tully’s a reptile, an opportunist who changes roles depending on who he’s with,” he continues, describing a character who gifts Jake with a bottle of whisky and simultaneously picks his pocket. “He comes off very patriotic and apple pie and, meanwhile, he has this whole underground life. Everyone is a mark to him.”

As Attanasio sees him, “Here’s a guy who was probably a choirboy back in Illinois, but, suddenly, in the dislocation and poverty of post-war Berlin, he finds his calling. He can finally be the person he’s always wanted to be; he can do and say anything he wants and he’s making money. Tully is deplorable and savage but completely recognizable. It makes you wonder what anyone might do with the same opportunity.”

In a game with smaller stakes, Tully could be successful. But here, says Maguire, “He finds himself in a situation he’s not powerful enough or smart enough to handle. He can’t see the whole game. By the time Jake arrives, things are getting intense for him and he’s feeling the pressure from all sides, even from people who were formerly his best contacts.”

“We were interested in having somebody play that role who hadn’t played a role like it before, and you couldn’t ask for a better contrast than to go from Spiderman to Tully,” Soderbergh attests.

“Movies from the classic era always had a fantastic gallery of supporting characters,” he goes on to note. Those playing significant supporting roles in “The Good German” are Beau Bridges as American Colonel Muller, Ravil Isyanov as Russian General Sikorsky, Leland Orser as U.S. military attorney Bernie Teitel, and Robin Weigert as Lena’s roommate, Hannelore.

Although the characterizations in “The Good German” are fictional and not meant to represent specific people, there would actually have been an American general serving as the deputy military governor of Berlin at the time. In the film, that person is Colonel Muller, of whom Ben Cosgrove says, “His job is to represent law and order. At the same time, he is there to protect American interests and sometimes that requires bending the rules. It might mean looking the other way when a U.S. serviceman working the black market gets killed because it will shine a light onto something better left in the dark.”

“The purpose of the office was to get the country back on its feet as quickly as possible so everyone could go home,” offers Beau Bridges, who studied numerous non-fiction accounts of the period in preparation for his role. “It was an immense responsibility, on top of which Muller has to keep an eye on the Russians because he doesn’t trust them and he knows they’re working their own angle. To him, Jake is an annoyance but, at the same time, a person who may have valuable information.”

Muller’s counterpart in the Russian zone is General Sikorsky. Like Muller, he is looking out for his country’s interests, not to mention his own. Sikorsky is one of Tully’s best customers when it comes to cases of liquor and other luxuries, but his attitude changes drastically when Tully tries to barter with a more dangerous commodity.

“Ravil Isyanov expresses a world-weariness that you cannot put a price on,” declares Soderbergh of the Russian-born actor who honed his craft at the Moscow Art Theater before emigrating to England and, finally, to the U.S. “He gives Sikorsky the air of a career military officer who has already seen and done everything, and to whom nothing comes as a surprise.”

Representing the legal perspective is Leland Orser as army special prosecutor Bernie Teitel, charged with the formidable job of examining Nazi personnel files to determine who should stand trial for war crimes. Like Muller, Bernie is fictional, although there was a man in that position at the time. As Cosgrove notes, “In our research, we discovered a man who worked for the State Department who was very much like Bernie, trying to decide which Nazi scientists would be permitted to enter the U.S. and which would not. He had a strong moral sense and refused to whitewash anyone’s past. He was eventually moved to another job.”

“Bernie is up against total corruption,” Orser admits. “The question is, how much is he willing to compromise his own morality to get his job done? You have to draw the line somewhere: some will be forgiven and some punished.” Orser sees the relationship between Bernie and Jake as similar to “a DA and a reporter. There’s a slight edge to it, a little antagonistic. Bernie has leads that Jake wants and Jake might have information Bernie can use.”

In the role of sometime-cabaret performer and sometime-prostitute Hannelore, the filmmakers cast Robin Weigert. Hannelore shares a shabby apartment with Lena, although the two women share nothing else—not taste, not temperament, and not confidences. Hannelore is strong, shamelessly opportunistic, and apparently untroubled by conscience.

“In essence, Hannelore is the only comic relief in the movie,” says Soderbergh. “It was easily a character that could have been sad or pathetic. When you read her scenes on the page, they don’t necessarily seem funny, but Robin brought this attitude that made those scenes comic in the way they needed to be.”

Matching a Contemporary Perspective to the Mood and Style of Classic Hollywood

Long inspired by the classics, and, in particular, the atmospheric film noir genre typified by films such as “Casablanca,” “The Third Man,” “Out of the Past” and “Notorious,” Soderbergh decided to shoot “The Good German” in the noir tradition—not only thematically but technically.

Though his use of black-and-white cinematography is the most visually striking retro element, the director also employed vintage camera lenses, an old-style score, simulated rear-projections for background shots, and the traditional swipe cut to shift scenes, favored by directors of that era. He confined filming to the backlot and limited local sites, and supplemented his sets with archival footage—some of it shot in Berlin just after the war by legendary directors Billy Wilder and William Wyler—that provided not only the necessary historical backgrounds but helped set the tone with its undeniably authentic bleakness.

Additionally, Soderbergh directed the actors in a style of performance that, as Jacobs describes, “was markedly theatrical and really harkens back to that 1940s style of acting.” Says Soderbergh, “it’s the antithesis to the way actors perform today. It’s a very outward way of acting; not so introspective or self-reflective.”

“You’re acting towards the camera, rather than acting and letting the camera catch you,” Clooney notes the fine distinction. “There’s very little internalizing; everything is right out in front and very direct. It’s definitely a different style from what any of us were used to.”

At the same time, “The Good German” is very much a modern movie, with modern sensibilities. Says Cosgrove, “Everything has a 1940s feel, but the subject matter and the language is very contemporary and the story itself is peppered with ideas too provocative to have been approached during that period.”

“What if,” suggests Soderbergh, “filmmakers working in Hollywood in 1945 had the same creative freedom we have today? What if there was no Hayes Code and they were able to be as blunt and realistic as we are in depicting some of the dramatic or physical elements like violence and sexuality? Most of our reference points about how people behaved during that period are based on movies from that period, which are not an accurate representation of how people behaved. There were terrible moral compromises being made in that environment. It will be interesting to see how audiences will wrap their minds around the blending of these two ideas.”

Creating Post-War Berlin on the Backlot:
Traditional Filmmaking Techniques Recapture the 1940s

“Steven takes different approaches to different projects,” says Gregory Jacobs, who collaborates here with the director for the 14th time. “‘Traffic,’ for example, was all hand-held and more of a run-and-gun technique, while ‘Ocean’s Eleven’ and ‘Ocean’s Twelve’ were his take on a big Hollywood production. He found the perfect way to tell this story by shooting it like a 1940s movie, using one camera rather than two, with shots that are very formally composed. A lot of scenes were covered in master shots, whereas today it tends to be wider coverage and everyone gets their close-ups and reverses. This time he designed very specific masters that cover a lot of the scene and went in for close-ups as needed, the way they used to do it. Watch a movie like ‘Notorious’ or ‘Casablanca’ and you’ll see it.”

Studying script continuities and reading script supervisors’ notes from 60-year-old productions, Soderbergh learned how his predecessors worked within the practical restrictions of the backlot. “It was really challenging and fun at the same time,” he says, acknowledging that, “in many instances, we had to do what they did in the 1940s. We had to cheat the way they cheated. Sometimes we read and discovered how they did it and sometimes we had to figure out on our own how they must have done it.”

One modern cheat was Soderbergh’s use of high-contrast color stock. Having shot black-and-white film on his 1991 thriller “Kafka,” he knew its tendency to be slow and grainy, and so opted to shoot “The Good German” on color stock, then pull the color out, as George Clooney recently did with “Good Night, and Good Luck.”

Soderbergh was joined by another longtime collaborator, production designer Philip Messina. Working for the first time with black-and-white and almost exclusively with backlot sets, Messina found these tight parameters alternately limiting and advantageous. “Black-and-white doesn’t reflect subtlety as color does, so we needed to use a heavier hand with texture, detail and aging in order to make it read,” he says, noting that early camera tests helped to get the painters and construction crew on track. Messina also prepared by taking digital photos of works in progress and converting them to black-and-white with Photoshop. “Things that looked overly theatrical in color were absolutely gorgeous in black-and-white.”

That lack of subtlety worked in his favor when Messina needed to create shadows behind broken windows. Instead of cutting the glass, he spray-mounted strips of black felt to the backs and got the same final effect, admitting, “I don’t think you could get away with that in color, but in black-and-white it was convincing.” Existing structures that were inappropriately peach or pink-hued did not require repainting because in the final print they appeared gray.

As Messina explains, “We tried to build everything and not rely on CG. I walked onto the lot thinking, ‘I need a German nightclub, a Russian checkpoint,’ and so on, while looking at New York Street or Philadelphia Street and wondering how we were going to do it. But once we got into it, things began to fall into place and we started seeing Berlin.”

The destruction in Berlin was haphazard, often leaving wholly intact buildings right next to bomb-blasted lots, so production took a similar approach. Leaving existing facades largely unaltered, they built additional structures in various stages of wreckage on parking lots or in the open spaces between them, creating portions of what, on film, looked like whole streets.

Confining themselves to the lot required very strategic camera placement and planning, as Messina outlines: “Most of our shots are either one or two angles on a scene, and that’s how we were able to pull it off. For example, for a scene at a bus stop, I constructed pieces of a blasted building that Steven shot through, and the borders of the building masked everything we didn’t want to see. Rubble is very liberating. It saves you from having to justify a piece of architecture because you can just say, ‘Well, let’s pretend the roof has fallen in.’ In the process, you’ve made a perfect frame for what you want to see. Steven did a nice pullback and took it right to the edges of what we had built. Otherwise, you’d be looking right off our set.”

Says Soderbergh, “It was designing the movie to within an inch of its life, telling Phil ‘I will only see this side of the set, I will only pan from there to there.’”

This is the opposite of how the director and production designer usually work. Messina is accustomed to providing 360-degree coverage options on his sets to allow for Soderbergh’s on-set spontaneity. “But the great thing about Steven is that he’s okay with limitations,” remarks Jacobs. “If you tell him he can only pan this far, he’ll find a way to make maximum use of that. Here, everything was tight. Phil was taking parts of a set we had shot on the backlot and using it on stage, doubling and tripling up walls, which is how they did it back then. We moved the same pile of rubble from one set to another with a crane.”

Among the exterior sets created on the backlot were the bus stop, the Russian checkpoint and the back entrance to the Bugi Wugi Club where Jake and Lena first see each other again and where Jake and Tully later get into a fight.

 Extending and enhancing the new material was archival footage of Berlin street life shot right after the war by numerous sources, from European and American film directors to the U.S. Army, and kept at the National Archives in Washington, DC, the Imperial War Museum in London and similar archives in Paris and Moscow. Much of it had to be cleaned up before it could be used, and the bulk of it was in color, requiring Soderbergh to convert it for his 21st-century black-and-white film.

Footage shot on location by Billy Wilder for the 1948 film “Foreign Affair” was still available and used for some of the driving scenes in “The Good German,” as in the opening sequence when Tully picks Jake up from the airport.

Production then briefly ventured off the lot to nearby locations. “We found Potsdam in Pasadena,” says Jacobs, revealing that exteriors of a private home served as Berlin’s Hof Palace, site of the Potsdam Conference, while the Mayfield Senior School provided its interiors. In nearby La Canada, scenes of the woods and Havel River were filmed at Descanso Gardens. Los Angeles’ historic Tower Theater stood in for the interior of a movie theater in the French Sector and a church was used for scenes at a hospital. The Twin Springs Design Center became U.S. Occupation Headquarters. Finally, San Bernardino International Airport was transformed into Berlin’s Tempelhof Airport, circa 1945.

Antique props were obtained directly from Germany. Says Messina, “We had a shopper in Berlin who sent us a sea crate full of everything from vintage toilets to telephones, light switches, signs and stoves—things we would never find here. He sent pieces of tile that we reproduced and built into the kitchen walls of Lena’s apartment.”

Adding ambience were tanks and military vehicles and vintage cars. Among the most striking was a 1937 Rolls Phantom 3 (V-12) that had actually belonged to Field Marshall Montgomery, who put 360,000 miles on it during the war. The filmmakers also acquired the use of a 1936 Chrysler Airflow Limousine, documented to have been driven in Potsdam during the conference, and a 1937 Packard LeBaron towncar, both of which are the only models still in existence.

Soderbergh’s commitment to traditional technique extended to his use of camera lenses. Examining continuity reports from Michael Curtiz films such as “Mildred Pierce,” he determined, “They were basically using five lenses—a 50mm, a 40mm, a 32mm, a 28mm and a 24mm—and we pretty much stuck to that. As technology developed, lenses have improved and one of the things that has happened is that now there’s a coating to reduce flares when there’s a light pointing into the lens or kicking off of something. We were trying to find lenses that didn’t have this modern coating because we wanted those anomalies they used to get. Panavision pulled some of their early lenses for us. Some people would consider them not as good, but, in our opinion, for this they were better. It absolutely had an impact.”

The fact that Soderbergh functions as director of photography on many of his films, “The Good German” included, accelerates the pace of the production process, as those in his regular crew can attest. “Steven moves fast,” says Messina. “He doesn’t fall behind schedule; he gets ahead.”

Costuming, and Lessons on How to Wear a Proper Hat

Costume designer Louise Frogley worked with black-and-white on “Good Night, and Good Luck” and, like Messina, found the palette more liberating than challenging. She could use red shoes if they were handy, knowing they would appear black on film. “We put all sorts of mad combinations together without regard to color,” she says. “For contrast we relied on texture and patterns.”

Raised in post-war London, “playing on bombsites,” Frogley was still surprised by the degree to which Berlin had been destroyed, and crafted the wardrobe accordingly. “Everything was based on logistics and economics. It was a world of desperate poverty, grime and filth, lack of water, lack of food, and lack of privacy or personal safety, and you see that reflected in the clothing. Women would wear turbans or scarves because they couldn’t wash their hair. They would wear bulky coats even in the summer to make themselves as unattractive as possible in an atmosphere where rape was commonplace. People often carried their valuables with them in rucksacks. They didn’t have much clothing and what they had was old.”

At the same time, “People in the black market had money. You’d see prostitutes wearing the latest fashions, nail polish and high heels, provided that they had someone powerful taking care of them. It was a totally corrupt environment.”

Frogley patterned George Clooney’s wardrobe after war correspondents of the time, who favored dark shirts with lighter ties. “Technically, they weren’t supposed to wear dark shirts but they did it because they liked it,” she explains. “Jake would have done the same just to buck the system. He’d loosen his tie, leave his jacket unbuttoned and his hat cocked to one side, things no other officer would have done.”

For Cate Blanchett, the key was elegance. “Lena would find a way to be chic within her limits,” says Frogley. “She didn’t have much money and would have to buy dresses on the black market, but they wouldn’t be the latest styles. Still, she’d be more naturally tasteful than her roommate, Hannelore, who’s coarse and generally not as well put together.”

The designer’s largest challenge, by volume, was assembling period military uniforms for the four occupying armies. “We had them made all over the world and a lot of it doesn’t match but that’s okay because they didn’t match at the time either,” she reveals. The Soviet uniforms, in particular, were coming out of a transitional stage in the early 1940s, wherein medals and insignia denoting rank were being gradually restored after years of being banned in an effort to convey equality among the troops—a concept that, by the 40s, everyone agreed had fostered more inefficiency than morale.

Moscow-born Ravil Isyanov, who plays General Sikorsky, helped the costume designer identify the various Russian military medals she had assembled, to determine which of them would be appropriate for the general to wear.

Frogley found it humorous that so many of her young extras had no idea how to wear their pants or their hats correctly for the time and says, laughing, “We had tremendous trouble getting them to keep their trousers up, because the style now is to wear them lower. We had to put suspenders on them so they couldn’t be adjusted and still they tried, every time we turned around. They also needed hat lessons—back goes up, front goes down, pinch here—otherwise they’d wear them on the back of their heads. They were just naughty.”

The Musical Element

Another essential period element in the film was the score, which, Soderbergh states, “is as important as casting and as integral as production design and costume design. “I knew I was burdening Thomas Newman with an incredible task. The good news is that his father wrote this kind of music. It’s in his DNA.”

Newman is the son of the late, famed composer and conductor Alfred Newman. Newman Sr. and his contemporaries, such as Max Steiner and Dimitri Tiomkin, provided Hollywood films of the 1930s, 40s and 50s with notably dynamic scores. It was Steiner’s contention that a score should enhance and support the emotional content of a scene. This is the point of view Soderbergh wanted for “The Good German,” and the reason he selected some of Steiner’s work as a temp score during production.

“There was temp music I had in certain scenes that were expositional,” says Soderbergh. “When I sat down with Thomas, he said, ‘I think we need to go in a different direction with this underscore because the temp music is not letting me hear the dialogue the way I need to hear it, or to understand the importance of what the characters are discussing.’ So he went in a different direction, which literally makes you listen to the dialogue differently, and created something absolutely perfectly in that idiom. It lifted the whole movie up.

“The score is spectacular and complements the movie so well, not only emotionally, which you would expect, but in the way it helps express the narrative,” the director explains. “That’s especially important in a story like this, where there is so much subterfuge and so much depends upon what is being said or not said…known or not known.”

TM & © 2006 Warner Bros. Entertainment Inc. All rights reserved.