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THE REWATCHABLES · April 28, 2025

Someone to Watch Over Me

A 1987 noir / romance / thriller movie directed by Ridley Scott—and decision no. 53 in the Hanks–Cruise tape.

NoirRomanceThriller1980sDirected by Ridley Scott
Someone to Watch Over Me1987MOVIE

ON THIS EPISODE

Podcast episode#392No. 403 overall
Movie year19871980s release
Tomatometer67%No. 83 of 128 tracked
Metacritic55View score
Roger Ebert2/4Original star rating
State of the raceHanks led by 328–25 · 0 ties

FROM THE CONVERSATION

What they said about the movie

The episode argues that Someone to Watch Over Me is a flawed but highly rewatchable erotic-thriller/cops-and-class-crossing movie: a strong hang, great visual direction from Ridley Scott, memorable performances from Tom Berenger, Mimi Rogers, and Lorraine Bracco, and a compelling midlife-crisis premise. The hosts love its New York mood, rich socialite fantasy, and 'one for us' weirdness, while acknowledging that the last stretch and the sex/action mechanics are messy.
Based only on this episode’s transcriptTimes approximateSpeakers were clearly identifiedExplore the connections

WHY IT WORKS

What made it rewatchable

  1. 01Ridley Scott's visual style makes a pulpy premise feel elevated and atmospheric. About 8 min
  2. 02The movie is a strong 'one for us' hang: mid-budget, odd, and full of recognizable character actors. Opening minutes
  3. 03The central moral crossroads between a solid home life and seductive glamour gives the movie emotional pull. Opening minutes
  4. 04Mimi Rogers and Lorraine Bracco are both compelling in contrasting ways, and the hosts are very invested in both performances. About 8 min
  5. 05The song motif, with multiple versions of 'Someone to Watch Over Me,' gives the movie a strong rewatchable signature. About 24 min

WHAT DID NOT WORK

Their main criticisms

  1. majorThe ending loses steam and is seen as the reason the movie is not a full classic. About 56 min
  2. moderateThe sex scene(s) are too restrained for an erotic thriller. About 40 min
  3. minorThe fake punch sound effect is terrible. About 48 min
  4. moderateSome plotting around the villain's access, witness intimidation, and the final plan does not make much sense. About 48 min
  5. minorClaire's painted portrait feels like an unnecessary rich-person cliché. About 56 min

SCENES THEY KEPT COMING BACK TO

Standout moments

Favorite

Opening credit sequence and New York night mood

The hosts love the opening credits and the nighttime New York atmosphere established by the song and visuals.

About 32 min
positive

Queens family breakfast and cramped home life

Mike's family life is portrayed as warm but crowded, which makes the central temptation relatable.

About 8 min
Favorite

Claire's apartment tour

Mike getting lost in Claire's giant apartment underscores the class gulf and seduction of her world.

About 16 min
Favorite

Guggenheim escort and tie shopping

The outing turns the movie into a class-and-attraction showcase as Claire upgrades Mike's look and moves him through her world.

About 32 min
Favorite

Ellie confronts Mike about the affair

Bracco's lunch confrontation is one of the episode's most admired scenes and a key emotional turning point.

About 40 min
critical

Bathroom attack / chase with Venza

The villain's over-the-top intimidation, shouting, and witness violence are discussed as both exciting and implausible.

About 48 min
critical

Ending with the family hostage and final shootout

The final sequence is seen as the movie's weakest stretch and the reason it is not a canonical classic.

About 56 min

WHERE THEY DISAGREED

The biggest debates

No final agreement About 16 min

Ridley Scott versus a hypothetical Tony Scott version

Bill Simmons

Ridley's visual style is ideal and elevates the movie.

Chris Ryan

A Tony Scott version might have been cooler or more action-forward.

They agreed About 40 min

How explicit the sex and erotic-thriller content should have been

Bill Simmons

The movie needed a bigger sex scene and more erotic-thriller energy.

Chris Ryan

He agrees the movie could have pushed the erotic material harder.

They partly agreed About 16 min

Whether Tom Berenger should have been a bigger star

Bill Simmons

He had the look and charisma for more leading roles, maybe even westerns.

Chris Ryan

He was stuck between star charisma and character-actor looks.

They left it as a friendly argument About 24 min · medium confidence

Sting versus Roberta Flack version of the title song

Bill Simmons

He prefers Roberta Flack at the end.

Chris Ryan

He entertains the comparison but the choice is not deeply argued.

They left it as a friendly argument About 1:04

Whether the movie would work better as prestige TV

Bill Simmons

It could be expanded into a prestige series, though it might go off the rails.

Chris Ryan

He jokes the show would likely become too much by episode six.

15 People discussedActors, directors, writers, and producers
very favorableRidley ScottBill Simmons: Praised as exceptionally visual and able to elevate pulpy material with mood and location work. About 8 min favorableTom BerengerBill Simmons: Seen as a compelling leading man with charisma, a slight dark side, and strong work in this era. About 16 min very favorableMimi RogersBill Simmons: The hosts are fascinated by her, especially as the elegant Claire, and Bill launches into a long biographical deep dive. About 8 min very favorableLorraine BraccoChris Ryan: Chris says he is mesmerized by her and thinks she grounds the family side beautifully. About 8 min neutralStingBill Simmons: Mentioned as the opening-theme version of 'Someone to Watch Over Me' and discussed as still having range in 1987. About 24 min · medium confidence
neutralRoberta FlackBill Simmons: Mentioned as the end-credits version of the title song. About 24 min · medium confidence
mixedRoger EbertBill Simmons: His two-star review is discussed as sharp but ultimately dismissive of the movie's high-concept plotting. About 32 min mixedPauline KaelBill Simmons: Cited as saying Scott 'worried the fun out of it.' About 32 min favorableJerry OrbachBill Simmons: Praised as a strong scene partner in the police-captain role, especially in the emotional aftermath. About 48 min
neutralMimi Rogers' ex-husband Tom CruiseBill Simmons: Referenced mainly in Bill's Mimi Rogers biography digression and casting what-ifs. About 24 min
favorableSharon StoneBill Simmons: Discussed as someone who screen-tested for Claire and later replaced Mimi Rogers in a different project. About 56 min favorableDennis FranzBill Simmons: Suggested as a possible actor for the cop-buddy role in casting what-ifs. About 56 min · medium confidencefavorableDavid CarusoBill Simmons: Considered as a possible fit in the movie's hard-boiled cops-and-crime world. About 56 min · medium confidence
favorableAndreas KatsoulisBill Simmons: Mentioned as the villainous 'one-armed man' in The Fugitive and used as a template for a best-that-guy discussion. About 56 min · medium confidence
favorableChris BauerBill Simmons: Referenced from a previous 8mm encounter as part of Bill's 'flawed rewatchables' framing. Opening minutes · medium confidence
14 Conversation takesSpeakers shown only where the transcript identifies them
Bill SimmonsLoved it

Someone to Watch Over Me as a flawed rewatchable

He frames the movie as a great hang despite flaws, exactly the kind of one-off he loves revisiting.

Opening minutes
Chris RyanLiked it

The movie's ensemble of random faces

He likes that the movie is packed with odd supporting actors and weird choices.

Opening minutes
Bill SimmonsLoved it

Opening Queens-family-life material

He loves the opening domestic setup because it makes the later temptation believable.

About 8 min
Chris RyanLiked it

Claire's apartment and class world

He emphasizes how the apartment and social world are a different universe from Queens.

About 8 min
Bill SimmonsLoved it

Ridley Scott

He treats Scott as an extraordinary visual director who can make this kind of movie look expensive and expressive.

About 8 min
Chris RyanLiked it

Tom Berenger

He sees Berenger as a near-movie-star who could have handled more leading-man roles.

About 16 min
Bill SimmonsLoved it

Lorraine Bracco

He says Bracco is mesmerizing and makes the wife role work far better than it might have in weaker hands.

About 8 min
Bill SimmonsLoved it

Mimi Rogers

He is clearly a big Mimi Rogers admirer and treats her performance and persona as a major reason to revisit the movie.

About 8 min
Chris RyanLiked it

The film's erotic-thriller mechanics

He likes the genre ingredients but thinks the movie could have gone harder on the sex and temptation.

About 40 min
Bill SimmonsDid not like it

The end stretch and villain logic

He thinks the final third is the movie's weakest part because the villain's plan becomes too messy and implausible.

About 48 min
Chris RyanLiked it

The opening cop-party atmosphere

He enjoys the hangout quality of the cops-and-friends party scenes and the ball-busting tone.

About 32 min
Bill SimmonsLiked it

The film's song usage

He likes that the title song functions as a recurring motif across multiple versions.

About 24 min
Chris RyanLiked it

Mimi Rogers' casting fit

He thinks her casting works because she can play elegance, vulnerability, and distance at once.

About 40 min
Bill SimmonsLiked it

The movie as an adult adultery story

He likes that the affair is handled with some maturity rather than melodramatic instant destruction.

About 48 min
5 ThemesThe larger ideas in the discussion

Moral crossroads / seduction versus stability

The movie is framed as a husband choosing between a satisfying Queens family life and the dangerous allure of Claire's elite world.

About 8 min

Class contrast and spatial fantasy

Queens apartment life is cramped and homey, while Claire's apartment, parties, and limousine world feel expansive and alien.

About 8 min

Ridley Scott's style over plot

Scott is praised for making a stylish noir-ish atmosphere out of a fairly average plot.

About 8 min

Adult reactions to adultery

They like that the marriage conflict is handled with some maturity rather than instant collapse.

About 48 min

1980s erotic-thriller ecosystem

The movie is placed alongside a broader run of late-80s thrillers about temptation, marriage, and dangerous desire.

About 8 min
25 Facts and referencesProduction notes and other movies mentioned

Production note

Ridley Scott said he wanted the movie to be a change of pace from sci-fi and to depict contemporary New York lives and relationships.

About 16 min

Production note

Mimi Rogers said Scott cared intensely about lighting and had her add blonde highlights so her hair would catch the light in dark scenes.

About 8 min

Production note

The movie uses three versions of 'Someone to Watch Over Me,' including Sting at the start and Roberta Flack over the end credits.

About 24 min

Production note

The nightclub scenes were shot on the Queen Mary.

About 56 min

Production note

Claire's apartment set was built at Burbank Studios rather than filmed in a real Manhattan apartment.

About 56 min

Production note

Mimi Rogers graduated high school at 14 and was once tested for Body Heat.

About 16 min

Production note

Bill says Mimi Rogers is a member of Mensa and a serious poker player.

About 16 min

Production note

Lorraine Bracco was a model before acting, according to the hosts.

About 32 min

Production note

Bill says Berenger once had a two-episode Cheers run.

About 24 min

Production note

The movie was a box-office loser relative to its budget, which the hosts use to support its 'one for us' status.

About 32 min

Fatal Attraction

Used as a benchmark for the late-80s moral-crossroads erotic-thriller wave.

About 8 min

Body Heat

Cited as part of the broader erotic-thriller lineage and as a casting what-if for Mimi Rogers and Berenger.

About 8 min

Sea of Love

Listed with other adult noir and erotic-thriller titles from the era.

About 8 min

Blade Runner

Referenced as one of Ridley Scott's previous major films before this change-of-pace project.

About 16 min

Alien

Used as another Scott reference point and part of his earlier genre run.

About 16 min

Thelma and Louise

Mentioned in Scott's filmography when the hosts talk about his career trajectory.

About 16 min

Platoon

Used to explain why Berenger's star was peaking around this period.

About 24 min

Goodfellas

Referenced because Bracco's debut here leads into her later fame in Goodfellas.

About 32 min

The Sopranos

Mentioned as part of Bracco's later iconic career path.

About 32 min

The Fugitive

Referenced in a tangent about Andreas Katsoulis and great character actors.

About 56 min · medium confidence

Copland

Used as another example of cop-movie hangout energy and ball-busting party scenes.

About 32 min

Heat

Referenced for a tie-related detail and as a benchmark for crime-movie coolness.

About 32 min · medium confidence

The Big Chill

Referenced in the discussion of Berenger's range and career possibilities.

About 24 min

Anyone else?

The episode frequently references Tubi as a source of obscure movies and jokes that it should carry more titles.

Opening minutes

8mm

Referenced as a prior 'one for us' rewatchable that Bill enjoyed.

Opening minutes
11 Running jokes and short linesRecurring bits captured from the conversation

Tubi rage

Bill repeatedly jokes that Tubi should have other movies like Kiss of Death and Eddie and the Cruisers, and then tells Tubi to 'fuck off.'

Opening minutes

'One for us' / flawed rewatchables checklist

The hosts frame the episode as a personal, flawed rewatchable with ensemble weirdness and enough sex/violence to count.

Opening minutes

'Random guys' in the ensemble

They keep celebrating the supporting cast as a parade of recognizable oddballs and scene-stealers.

Opening minutes

Mimi Rogers deep dive

Bill keeps interrupting the movie talk with detailed, breathless Mimi Rogers biography and casting-history trivia.

About 16 min

Cop-party ball-busting

They riff on cops drinking, teasing each other, and hanging out at a promotion party.

About 32 min

Smoking awards

They invent multiple smoking-related jokes and categories, especially around Joey Venza's cigarette handling.

About 48 min

Bill Simmons

“This might be the last one.”
Opening minutes · medium confidence

Bill Simmons

“They were was's. They were is's.”
Opening minutes

Bill Simmons

“Don't have that martini with her.”
About 32 min

Bill Simmons

“You come back for me, okay?”
About 40 min

Bill Simmons

“What the fuck is Venza doing?”
About 48 min

MAKE IT A MOVIE NIGHT

Where to watch

UNITED STATES

Checking where Someone to Watch Over Me is available…

WHAT TO WATCH NEXT

Movies to watch before and after.

Three movies to watch before Someone to Watch Over Me, and three to watch next.

Finding six movies…Three to watch first and three to watch next.
Includes a Rewatchables episodePosters from TMDB.

ON THE MIC

2 voices made the call

Bill Simmons headshotBill Simmons125 tracked appearances · 56 H / 64 C / 5 ties
Chris Ryan headshotChris Ryan77 tracked appearances · 36 H / 38 C / 3 ties

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