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Chapter 1: The Idea

Thelma & Louise is a rare instance of a screenwriter, and a first timer no less, setting out to make a heartfelt social statement and largely succeeding. In the end, Callie Khouri saw manifested on screen a clear representation of her belief that women in this world must live under a soul-crippling double standard. Director Ridley Scott and lead actors Susan Sarandon and Geena Davis did great justice to her script. But the indelible power of Thelma & Louise comes not from its director, actors or production team.

It comes from a key choice Khouri made right at the beginning of the story:

We are so outraged at Harlan—first for brutalizing Thelma and then for his cavalier inference that Louise wouldn’t have dared use the gun anyway—we’re not particularly sorry to see him shot. But in our outrage, we overlook a key factor in the incident:

Louise’s practical choice is also Khouri’s creative choice, one that sets up a discussion of gender politics that hovers over the rest of the story:

Let’s just assume for a moment that the answer to these questions is, at least to some degree, yes. Then . . .

Khouri’s choice to have Thelma free from danger when Louise kills Harlan takes us beyond the simple justice of self-defense and into an uncertain moral ground where we must grapple with the more complex issue of how much abuse one individual can be expected to tolerate before she strikes back. It is as if Khouri is saying, “Sometimes I get so angry, I just want to shoot somebody!”

Callie Khouri is an avowed feminist. So the thematic aspect of this film was not accidental. But she is also an artist, which tells us her choices were not always entirely conscious, either.

The Artist

One day an image popped into her head of “two women on a crime spree,”1 which is how things work with artists.

The Feminist

Then the feminist in her said, “I like that!” because it challenges conventional notions of what women can and should do.

She toiled with this idea for a while, going down some dead-end paths (“Maybe Louise works at a big oil company in one of those giant buildings . . .”)2, until she had an encounter with a lecherous old man3 that provoked a spontaneous urge to shoot him and – Bingo! – there’s her triggering event for the crime spree.

By having Louise shoot Harlan, Khouri found a perfect outlet for her impulse toward the old man, giving her a much better revenge than actually shooting him in the face. If she had actually shot him in the face, she would have been vilified. Her story says this, too: Men are allowed to act out all their base impulses toward women, whether verbally or physically, with little to no accountability. But if a woman assaults a man, she is a threat.

Whereas Louise has to use a gun to get her point across, Khouri expresses herself in a language that men will hear: cars, guns, sex, violence and the chase. Thus, she created an action-packed, tension-filled romp that is also a thematically rich metaphor.

To be sure, there is a degree to which Thelma and Louise are stock characters. Thelma is the oppressed housewife and Louise is the independent single woman who can’t get a man to commit. But they also have their distinct personalities. Thelma is slightly nutty, while Louise is compulsively organized and a little bossy. Plus, they each have a growth edge. On their way out of town, Louise sums up the challenge they both face:

Louise is trying to break out of settling for a boyfriend who is physically and emotionally absent a good deal of the time, while Thelma is trying to get a break from a stultifying marriage and have some fun. She makes this clear when they stop at the roadhouse and she orders a Wild Turkey:

There is, however, yet another level on which these characters function, where they embody the larger meaning of the story.

Louise is the one who already has the knowledge of how dangerous men can be, as well as the limits of what women can do to protect themselves. Thus, she embodies female rage at having to live in a sexually and economically oppressive society. She expresses that rage by killing a man who insults her and then taking off for Mexico instead of turning herself in.

Thelma, on the other hand, embodies female denial, the segment of women who can’t acknowledge the oppression they live with because it’s too painful. So Thelma is asleep, the powerless housewife who has simply adapted. This story is about her process of waking up to finally access her own rage.

Since Louise’s act of shooting Harlan is the “trigger,” so to speak, for a plot about two women on the lam, you could say the story is “driven” by Louise. Technically, she is the one who the authorities are after. Thus, she provides the focus for the external story of escape and pursuit.

But at the same time, Thelma is undergoing a radical awakening. Although at first she may seem the more passive of the two, she travels an emotional and psychological distance that far outstrips the miles clocked on Louise’s odometer. By the end, she is seeing the world entirely anew.

Together, these two characters give the film an easily recognizable, action-packed plot that runs in parallel with a more subtle yet profound character transformation. (For more on A to B story progression, click here.)

The Plot Progression:

Louise gives in to a latent aggressive impulse and shoots a man for sexually insulting her.


After a long chase, she is backed up against a cliff and decides to go out fighting.

The Character Progression:

Thelma enters as a de­pen­dent, submissive house­wife, chaffing under her husband’s control and cra­ving a little fun in her life.


She makes her final exit as an empowered, self-directed woman, no longer willing to submit to paternalistic forces.

Thus, the impact of this film does not come from its action story alone. Of equal importance is Thelma’s internal journey toward self-empowerment, creating a second structure, complementary to the plot, in which the character transitions have their own function while operating in concert with the plot transitions.

However, what makes this film rise above so many others is its thematic throughline, which puts forth the idea that male-dominated society is unable to tolerate women who fight back against abusive men. The story progresses from a mundane truth to a newly revealed Truth in which we see how the world, or our understanding of the world, has changed. Any great film will have more layers than superficial plot. The beauty of this film is in how seamlessly its character and plot progressions weave together to reveal a thematic meaning.

The Theme Progression:

A woman can gain power with a neglectful man in her life by going away without telling him.


Women who take aggressive action against abusive men cannot survive in this world.

Being a road film, Thelma & Louise is very linear, giving it an easily identifiable structure and making it an especially useful teaching tool for beginners. But its real value is found under the surface, in its well-developed layers of character and theme, which also provide a highly rewarding study for the advanced learner. To strike a balance between the two, the following structural analysis assumes the reader has a basic familiarity with traditional three-act structure. Click here if you need a quick refresher.

Thelma & Louise: A Screenplay Analysis

by Jennine Lanouette

© Jennine Lanouette, 2015
Design and Layout: Jennine Lanouette
UX Design and Programming: Dan Visel
Design Consulting: Landon Elmore
Video Editing and Voice Overs: Jennine Lanouette
Opening Animation Voice Over: Taylor Ray
Opening Animation and Line Drawings: Eli Noyes, Alligator Planet
Storyboard Drawings: Tom Rubalcava
Cover Design: Jen Wang
Film stills and video footage: Thelma & Louise, 1991, a Metro-Goldwyn-Mayer Production.

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A Note on Copyright: The use of photos and videos in this ebook constitutes Fair Use under US Copyright Law. The Copyright Ruling in 2012, providing exemptions from the DMCA, held that circumvention of DVD encryption is allowed when using short portions of a motion picture for the purposes of criticism or comment in nonfiction multimedia ebooks offering film analysis.


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 theory 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.