This book is a digital rendering of one of the many script analysis lectures I have given to students and film professionals in New York City and the San Francisco Bay Area for more than two decades. Only recently has it become possible to present such video-dependent content as a “screenbook,” a format that provides the same visual and media experience to a much wider audience than the classroom allows. This new technology has revolutionized what I do. In time, I will convert twenty-five of my in-depth script analysis lectures into “anytime, anywhere” screenbook form.

The foundation of my approach to script analysis can be found in the work of the late Frank Daniel, with whom I studied at the Columbia University Graduate Film Program in New York. Frank was a producer, writer and teacher who had immigrated to the United States in 1969 from what was then Czechoslovakia. He soon became one of the country’s most highly regarded teachers of screenwriting, infusing American film schools with a European sensibility about what constitutes screen drama.

Among the many writers and directors who were influenced by his work are Milos Forman, Ivan Passer, David Lynch and Terrence Malick. Sadly, Frank never wrote a book (at least not in English), and I have often wondered if part of his reason was that, like me, he could not see a way to analyze a film without being able to refer directly to the moving images on a screen. One of my hopes for these screenbooks is that they will spread his influence more widely.

Although over the years I have ventured beyond what Frank taught me, the core principles of his teaching are still firmly embedded in my work. First among them is his emphasis on the practical function of structure to create a desired effect. The story is simply a vehicle with which to create a psychological and emotional impact on the viewer. It is how the story is structured that determines what that impact will be.

Frank also advocated for principles and tools over formulas. He believed that having a thorough grasp of underlying dramatic principles and available storytelling tools frees the imagination to create and innovate(1)(1) For a thorough elucidation of the screenwriting tools Frank Daniel taught, see David Howard and Edward Mabley’s excellent The Tools of Screenwriting: A Writer’s Guide to the Craft and Elements of a Screenplay., whereas following overly proscriptive, point-by-point methods will stifle creativity.

But Frank was an equally ardent advocate for utilizing the undergirding strength of three-act structure. I remember my classmates and I being astonished when a rumor circulated that he could even identify a distinct three-act form in Alain Resnais’s seemingly formless Hiroshima Mon Amour. He was committed to the idea that the artist must know the historical precedents for two reasons: to avoid repeating them and, more significantly, to succeed at innovating from them.

But perhaps most important to Frank, a structure must be governed by psychological truth, which is revealed in both the character’s behavior and in the cause-and-effect logic of the unfolding events. He was also careful to distinguish between critical theory, rooted in external philosophy and of limited value to the artist, and analytical thinking, in which the work is examined in relation to itself and to the totality of creative work over the ages, an essential part of the creative process.

Frank’s script analysis class was a five-hour marathon, which further underscores the ease and elegance of today’s digital technology. First we would watch the film, and then he would go through it again, scene by scene, to reveal its hidden structural secrets. Video was not yet in wide use, so he would use an “analyzer,” a large 16mm projector that could laboriously project in slow motion or be slammed into a sprocket-mangling reverse to review a segment. When he stopped the projector to discuss a scene, it would throw a lead screen in front of the bulb to prevent the film from burning up, leaving only a washed-out image visible for study. Needless to say, the tension of worrying that the film might melt before our eyes just the same was a bit distracting.

By the time I got around to teaching script analysis, I had videotape allowing me to zip through the film and stop and start at will with a magic wand-like remote control. Then came the DVD, with which I could jump to the end and then right back to the beginning again. The first time I watched a DVD on my laptop, I thought I’d died and gone to heaven. Since then, I have spent many hours sitting in a café preparing my lecture with just earbuds and two small windows on my screen – viewing, typing, viewing, typing. Nowadays, there is no excuse for not doing this kind of close analysis of films.

I started with the films that I had seen Frank analyze, but soon began adding new films each term. This led to noticing structural patterns that he had not discussed. After a few years, I went back to school for a more thorough grounding in the history and theory of drama from the Greeks to the 20th century. I became an admirer of Euripides for his intricate structures and iconoclastic themes. I discovered the influence of the medieval morality play in the work of Shakespeare. I was awed by the psychological complexity of the characters drawn by Strindberg. And I traced the beginnings of three-act structure in the work of Henrik Ibsen. These studies have greatly informed my investigations of how filmed drama has evolved in the last hundred years.

I view a film’s screenplay not so much as the bunch of words that appears on the page, but, rather, as the scenes, characters, and dramatic structure that we finally see on screen. Thus, I analyze not from the script but from the finished film. I operate under the assumption that (at least with the great films) what ended up on screen is what was deemed in the end to work best, whether by the writer on paper, the director on set and in the editing room, or the viewers who vote with their feet.

Although I sympathize with the screenwriter’s resentment of the auteur theory, in which the director is considered the “author” of the film, I have also found, in my background research, instances in which the director did, indeed, have the greater hand in what the filmgoer sees. On occasion, I have even found that the producer or lead actor deserves more credit than he or she has been given. This is why, for me, the point is to acknowledge what ultimately worked on screen and then to learn from it.

The films I choose to analyze are those that are widely considered to qualify as “great.” Such a designation can be debated at length, of course. But I have come up with three criteria that have worked for me. The first and most important is whether a film has staying power, which is to say, if, many years after its release, people are still watching it and talking about it. I take this level of enduring appeal as an indication that there is something in how the film is constructed that creates a deep resonance in people’s consciousness.

My second criterion is whether the film had a significant cultural impact when it was released, which is not to be mistaken for box-office success. What I’m interested in is if people talked about it and wrote about it, if it received a number of awards, if it turned up on the top ten lists of respected critics, and if its title or snatches of its dialogue became part of everyday speech.

Finally, I look for a diversity of form among the films I analyze in order to explore different ways that structure can be applied. I like to challenge myself with films that are generally considered to be unconventional in their narrative style.

Given that a film fulfills these criteria, I am then curious to find out what makes it tick. However, my methods are driven as much by instinct as they are by rational thought.

My first step is to break down the film into outline form, playing each scene and writing a one or two-sentence summary of its most basic dramatic elements, to get an overall view of the structure. This exercise allows me to get a look at the forest rather than being stuck among the trees. Although this process is laborious and can be time-consuming, it delivers a great payoff in enriching one’s understanding of story structure. I recommend it highly as a way to study the films you admire and want to emulate.

When I’ve finished the outline, I print it out and “meditate” on it, literally staring at it to spark a free association process. I read the outline through and then read it again, looking for patterns, connections and layers to emerge. When I have filled up the margins with notes, I grab a blank sheet of paper and begin charting the structure on a timeline.

The benefit of studying time-tested, cultural-impact films is that you know, going in, that it is a cohesive whole that has crossed generations and withstood repeated viewings. The question is, how does it achieve that breadth and depth? To answer this, I look for a thematic cohesion and then try to find how the story’s structure creates and supports that overarching meaning. Sometimes I will draw multiple timelines to chart interweaving structures. Other times I use color coding to represent different time frames or story lines. If it is a nonlinear story, I might chart it in chronological order to gain some insight into what the writer hoped to achieve by jumbling the events in time.

Looking at a film through the lens of three-act structure is a convenient jumping-off point. It provides a template that you can lay on top of the outline to see how it matches up to the most commonly recognized model. “Let’s see if this story launches with a point of attack. Wow! There it is! Plain as day.” But you don’t want to be satisfied with simply naming it. You want to look at how that component – in this case, the point of attack – is functioning. First, you determine how it is being used in common with other films and then you look at how it is being used differently. The goal is to see how the film has taken the conventional structural components and used them in service to that particular story.

That is where you will begin to see the art emerge.

I, for one, am a firm believer in the essential role of gut instinct and unconscious impulse in the creative process. Otherwise, we are simply automatons following external rules with our thinking brains to manufacture soulless entertainment. As any artist knows, genuine creativity comes from a much more mysterious place than rational thought; a seemingly unknowable place of accumulated wisdom that functions in a manner quite contrary to how our conscious mind works.

Why, then, if I hold this conviction so dear, am I also such a passionate advocate of applying one’s thinking brain to analysis of the inner workings of great films? The short answer is because conscious thinking is vital to the cultivation of one’s unconscious wisdom.

As a screenwriter, y­ou have this raw material gus­hing forth from your imagination and you have to get it into a form that will be intelligible to others. You have to organize it, shape it and refine it. So in comes the cerebral cortex to put your amorphous ideas into a structure that others will understand. Ideally, your conscious and unconscious minds engage in a back-and-forth collaboration. When your conscious mind gets stuck, you take a step back and say, “Okay, Unconscious, what have you got for me now?” The unconscious then responds with a sparkling nugget, and you exclaim, “What a great idea! Now, let’s see, what do I need to do to make it fit with the rest of the story?”

As in any partnership, this collaboration works best when both parties maintain respect for what the other does best. The conscious mind must be willing to say, “You are the master of creativity, Unconscious. I am here to serve you.” This allows the portals to fly open and the ideas to flow. If the conscious mind is acting like a control freak, trying to think its way through the creative process, those doors to the unconscious won’t open.

However, the role of the conscious mind is to serve as the master of intelligible communication. Without it, we are hindered in our ability to share with each other all our wild and wonderful ideas. While inspiration comes from an intuitive place, conscious thought is essential for organizing, tweaking and refining. The way the unconscious shows respect for that expertise is by readily absorbing and putting to use what the conscious mind has figured out.

In other words, the unconscious is highly trainable. If you make a regular practice of consciously absorbing into your unconscious the fundamental principles for structuring intelligible stories, your unconscious will be far more likely to cough up its nuggets in a communicable form. Rather than having to consciously rule out the bad choices, you will be making those decisions unconsciously.

Studying the great films through deep analysis of their screenplays is the most effective and efficient way to train the unconscious mind in the principles of screenwriting. Overthinking your own creative process can kill your work, but thinking through the creative process of others who have mastered the form will embed the secrets to their success deep in your unconscious mind.

Of course, another way you can train your unconscious is to make your first screenplay into a feature film and then watch to see if it succeeds or fails. But that’s a considerably more expensive and time consuming method. Thousands of others have already gone through that trial and error process, so you might as well benefit from their collective wisdom. The common language that has evolved over the course of drama history provides a starting point from which to analyze the great works of our own time.

Three-act Structure

Over the past 20 years, a screenwriting advice industry has grown up pushing the latest, greatest methods for ensuring popular success. The important thing to understand about these methods is that they are all variations on our historically derived model of drama, generically referred to as three-act structure. Traditional three-act structure contains much less, in the minimal requirements it puts forth, as well as much more, in the myriad ways it can be applied, than it may appear when only seen through the lens of the branded methods. The real value of this structure, in its unvarnished form, is in how it lays out the minimum necessary elements for creating a cohesive whole that will be intelligible to your viewer, while having enough openness to give your unconscious the free rein it needs for true creativity.

Three-act structure is the one-point perspective of screenwriting. Just as in drawing, you have two points in the foreground and a third vanishing point on a horizon line to orient the viewer in space, in drama, you have a beginning, middle and end to orient the viewer in time. Within this three-part structure, there are infinite possibilities for achieving more complex structural models. After years of study, I have come to feel that the particular structure being used is not as important as simply making sure you have some kind of underlying system in place. When you apply your system consistently throughout your story, the viewer will quickly adapt and unconsciously derive security in sensing there is a structure at work. But knowing how to create that structure is not a simple matter and a beginning writer needs a place to begin.

The Origins of Three-act Structure

In the 2,500-year history of Western dramatic literature, three-act structure is actually relatively new. It was not until the mid-19th century that dramatists began to finally break free of a highly proscriptive, closely dictated form that dominated Western drama for almost 2,000 years. Although in screenwriting circles Aristotle is often credited with the invention of three-act structure, sadly, he was not that specific. What he actually said was that a tragedy should have a beginning, middle and end. In so doing, what he did invent was the idea that a dramatic work must have a structure, period. But by not specifying that this structure should have three acts, he left an opening for the first century Roman theorist Horace to declare that a play “should consist of five acts – no more, no less,“ a somewhat arbitrary dictate that would, nonetheless, dominate Western dramatic literature until well into the 19th century. In the Neo-Classical period of the 16th to 18th centuries, playwrights were even required to write their plays in five acts (in France, it was legislated into law).

In the experimental zeal of the popular theater, from the late 18th century melodrama to the early 19th century well-made play, a three-part organizing principle began to appear despite adherence to the five-act constraints of raising and lowering the curtain. But in 1863, German theorist Gustav Freytag, in his Technique of the Drama, graphed Horace’s dictates into a pyramid, with the climax in the middle, further entrenching the five-act form. Nonetheless, leading playwrights of that time began innovating in a three-part form, including Henrik Ibsen, George Bernard Shaw and Oscar Wilde. As a result, the English drama critic William Archer, in his 1912 classic Playmaking, came to observe, with some ambivalence, that organizing a play into three acts might actually make more sense than five.

A halting acceptance can also be seen in other playwriting manuals of the time. In 1908, the American playwright William Thompson Price explicitly referred to “three natural divisions” of exposition, development and denouement and in 1936 John Howard Lawson described “three cycles of action” underlying a well-structured drama. Then, in 1939, University of Michigan professor Kenneth Thorpe Rowe stated simply, “In recent years, by no rule, but in general practice, three acts has come more and more to be the standard,” finally putting the five-act form to rest. (Rowe was the teacher of respected screenwriting guru Robert McKee, by the way.)

What this history shows is not only a tortured process of casting off burdensome requirements to make room for creative openness, but also a steady evolution from arbitrary dictates to practical guidelines. My guess is that when Aristotle introduced the notion that successful drama is dependent on structure, he was making a plea to young playwrights to write their plays in an intelligible, as opposed to chaotic, form. But it took many more centuries of playwrights to figure out how to do that, first laboring within and ultimately pushing their way through the externally imposed dictates. Thus, I view three-act structure as a hard won model for structured openness. But the key to maintaining a balance between the structure and the openness is to keep a focus on function.

The Function of Three-act Structure

The first essential function of any story is to begin it, which is to say to invite the viewer in and orient them to what’s going on. Thus, the First Act contains the necessary elements to do that – establish the situation, introduce a few characters, maybe give some background information, and definitely set up the style of the film. About halfway through the First Act comes the Point of Attack (also known as the Inciting Incident), an event that moves past all the introducing and gets on with beginning the story. By the End of the First Act, the various ramifications of the Point of Attack have become clear and a course of action is launched to address these challenges.

The second essential function of a story is to end it, which is to say, to give the story a sense of purpose by arriving at a different place from where it started. This is usually accomplished with, among other things, the triumph over an enemy, the solving of a mystery, the resolution of a problem or the internal evolution of a flawed human being. But for an ending to be convincing to the viewer, it cannot be easy (because we all know life is not easy). This is the job of the Third Act, to give the story authenticity by bringing it to a close with a sufficient amount of difficulty. The first structural marker of the Third Act is the point that marks the End of the Second Act, when events have intensified to a seemingly unsurpassable pitch. Then comes the Climax, when that height of intensity is topped to provide an ultimate release of tension. Finally, the Resolution signals the story’s definitive conclusion by giving a glimpse of the new normal.

What’s left, then, as the third essential task of a story, is to progress from the beginning to the ending through a developing middle that is credible and compelling. This is the job of the Second Act, to bring in setbacks, reversals, complications, obstacles, ticking clocks, raised stakes, parallel action, cause and effect, plant and payoff, preparation and aftermath and, in short, utilize every dramatic opportunity available. But the Second Act is a long stretch of territory to cover, so a little added structure can help in getting through it. This is the function of the Midpoint, to give some definition to the Second Act with a mini crisis or a partially met goal that then prompts a regrouping or a shift in direction.

Placing these essential functions in their natural order, here’s how they build upon each other:

1. The Setup. Introducing the normal world of the story.
2. The Point of Attack. An event occurs that throws “normal” out of control.
3. The End of the First Act. It has become clear something must be done, and a course of action is set.
4. The Midpoint, or First Culmination of the Second Act. A first attempt to solve the problem, which either fails or has only partial success.
5. The End of the Second Act, or Second Culmination. A second attempt is made, which leads to the situation becoming as bad as it could possibly be.
6. The Climax. The situation goes from bad to worse, which leads to a release that makes everything better.
7. The Resolution. Showing the return to normalcy.

These are the fundamental elements of the traditional three-act model. Together, they provide a highly effective structure for building a conventional, plot-based story and bringing it to a satisfying conclusion.

However, by itself this model is somewhat limited. It doesn’t account for the internal journey of the main character. Whereas in the plot, the character moves towards an external goal, in the character’s internal life another end point is reached — one of behavioral, emotional or psychological change.

A Character Structure Model

My definition of a story is that you have to go from A to B, which is to say you have to give the viewer the sense that they have ended up somewhere different from where they started. How this works in a plot-based story is fairly evident: the solving of a problem, the triumph over an enemy or the unraveling of a mystery all reflect an A to B progression from beginning to end.

However, a necessary aspect of cultivating your creative unconscious is opening your mind to the possibility that models may exist beyond what you accept as given. I open myself to finding a new model each time I study a new film. That model then becomes embedded in my unconscious and informs my understanding of other films. This willingness to be open is what led me to see that there can be another storyline, operating in tandem with the plot storyline, that provides a parallel A to B progression in the main character. For this story, the B that is arrived at is an internal shift from, say, timidity to courage, or insensitivity to tenderness, or any one of hundreds of ways in which people evolve in response to life’s external challenges.

Just as the structural markers of the plot serve to move the action forward, a parallel set of structural markers serves to move forward the main character’s internal journey by operating on a psychological level. In my analysis of great films, this is how I’ve seen those character markers functioning time and time again:

1. The Challenge to Assumptions. (Plot structure: The Point of Attack.) The same external event that begins the plot progression also serves to present the main character with a serious challenge to his or her bedrock assumptions about life.
2. The Decision. (Plot structure: The End of the First Act.) The moment in the plot that sets out a course of action also constitutes a decision on the part of the main character. It is usually the first proactive thing the main character does, often a bit outside their normal mode of behavior, stretching them in the direction of their transformation.
3. The Midpoint Shift. (Plot structure: The Midpoint.) Whereas, in the plot, the Midpoint is the first attempt to solve the problem, which either partially succeeds or completely fails, for the character progression it is a nearly cataclysmic external event that causes an internal shift in the main character. Up until this point, the main character could still go back to being the person they were at the beginning. But as a result of this event, the character’s internal balance shifts so that they are being pulled toward who they ultimately become at the end.
4. The Statement. (Plot structure: The End of the Second Act.) Throughout the second act, the character experiences more and more external pressure until, finally he or she makes a statement of transformation, either implicitly or explicitly, outwardly expressing an internal change.
5. The Test. (Plot structure: The Climax.) But the character’s transformation is not complete until it has been put to the test through action. In the plot structure, at the end of the second act things are seemingly as bad as they can possibly be and at the climax they get worse. This ties in with the character structure very neatly because, to motivate a statement of transformation, things must have become pretty bad, and then, in a high-stakes test, they will only become worse. This test gives proof that the character’s transformation is real and, likely, will last.

(I have left off discussion of the Setup and the Resolution since they are simply the intro and outro to the story and their function is largely the same in the plot and character progressions.)

In my observation, if you want to tell a character transformation story, these five points are the minimum necessary to provide credibility. As we all know, generally speaking, human beings are highly resistant to change. Thus, you make a character’s change more believable by motivating it in stages, over time. It is the structural transitions in the first and second acts that serve to incrementally progress, and, thus, give support to, your character’s ultimate transformation in the third act.

The point is not to adhere blindly to these structural guideposts. It is to understand their function and utilize them in service to your story. And, of course, it is the nature of any function that if you see another way to fulfill it (that serves the story better), by all means, do that.

Adding Theme to the Mix

In my early investigations into screenplay analysis, it was already clear to me that what makes a film great has as much to do with the strength of the character storyline as it does with all the machinations of plot. But somehow having only two parallel structures felt out of balance. I kept wondering if there was a third story progression I should take into account. Maybe for a story to be structurally sound it needs three foundational components, like a three-legged stool.

So I decided to look at theme, that elusive element of larger meaning, to see if a distinct A to B progression could be found there as well. In literature, the theme of a story is treated as a static statement on the nature of things, as in Love Conquers All or The Sins of the Father Are Visited Upon the Son. As a result, when I started teaching script analysis, I didn’t pay much attention to theme since, being a static element, I couldn’t see how it would function in a structural progression. But then I started to consider, what if the theme isn’t static? What if our understanding of the nature of things changes in the course of the story?

Reexamining the great films I had been studying, I asked the questions, “What is the nature of the world we are in at the beginning of the story?” and, “What is the nature of this world at the end?” And the films did not disappoint. Over and over, I found a thematic point B presenting a new understanding of human nature, society or the world, in contrast to a point A that exists at the beginning.

I like to cite Fargo as perhaps one of the purest examples I’ve found of a theme-driven film. It begins in a world in which a Hardy Boys-style kidnapping caper seems harmless enough to pull off with no one getting hurt, and then gradually progresses to a world of insatiable greed, psychopathic murder and gratuitous dismemberment. When it came out in 1996, Fargo’s contained world presented an apt metaphor for what had become of our society, and, therefore, resonated deeply with both critics and viewers. So, for this film, it is in the metaphoric meaning (a.k.a., the theme) that we find the strongest A to B progression.

While pure plot will tell a story with little meaning beyond the sensational events on screen and character will add some insight into human nature to the thrills and chills, putting the two together to create a metaphor brings the potential for the concrete embodiment of larger ideas. Character is not simply decoration on the plot with theme floating around abstractly somewhere above. Rather, each exists as its own entity in balance with the other two.

However, whereas generic models for plot or character structures can be mapped out with numbered lists, no system has yet emerged to describe a generic theme structure. The good news is that, therefore, the possibilities are endless. In my own studies of great films, each theme structure shows up as its own unique system peculiar to that particular story.

How do these theme structures get created? On occasion an artist may consciously come up with a theme progression. But far more often the artist is gripped with an inspired idea, endeavors laboriously to manifest it in a coherent form and then stands back to look at what they’ve just created. What happens next likely falls somewhere on a spectrum in which, at one end, the artist is surprised to find whole other layers of meaning that they didn’t consciously include; or, at the other end of the spectrum, the artist is no longer able to find their original inspired idea in the confused mess they have brought into being. Where the work falls on this spectrum is completely dependent upon the artist’s ability to engage not only their conscious effort but also the unconscious instinct they have developed from ongoing study of the masterful works that have preceded them.