Boys will betray
When The Graduate picked up its Best Picture nomination in 1968, the industry had formally acknowledged a shift that was well underway: a “New Hollywood” of young directors breaking norms and speaking from the heart about a fracturing culture. The casts of these movies channeled influences from Marlon Brando to European arthouse into something more neurotic, psychological, and naturalistic, eschewing the stoicism and suaveness of the ‘50s. For better and worse, Cary Grant was out and Dustin Hoffman was in.
One particular school of New Hollywood filmmakers made this acting style and its associated character sketches the whole ballgame. The most uncompromising and influential of them was actor-turned-director John Cassavetes, who leaned so fully into naturalism that he spent years fending off accusations of letting his cast improvise great chunks of dialogue: charges he, his actors, and his crew repeatedly denied. Cassavetes was the clearest patron saint of the mode, but not its only practitioner.

Elaine May came up in Hollywood as a comedian, in a celebrated stage duo with a young Mike Nichols; who, as luck would have it, directed The Graduate. When she moved behind the camera, she took a path partly opened by her old partner. She developed a reputation as a mercurial, brilliant creator forever tussling with studios over budget and tone; she directed just four features, each an X-ray of American (mostly male) moral rot, and she was filed for decades under “difficult” before her reputation was rehabilitated. She turned 94 a few days before I wrote this.
Mikey and Nicky, her 1976 third feature, is the one most in conversation with the Cassavetes mode… in part because Cassavetes is in it. Nicky (Cassavetes) is a jittery small-time Philadelphia criminal who just robbed some of his mob superiors. He starts the film holed up in a hotel room, fearing retribution. His childhood friend Mikey (Peter Falk), who shows up to offer comfort and an escape plan, is the only person alive he feels he can still trust. Across one long, sweaty, nighttime journey through Philly’s underlit streets, bars, and a cemetery, the two men wander, reminisce, and slowly combust. A hitman named Kinney (Ned Beatty) is on their tails, but the movie is less about the chase than what it exposes in these two men whose reckoning with modernity is unraveling.
Mikey and Nicky is “a gangster movie” in only the broadest sense. May uses the hit-job framework as a pressure cooker to watch two lifelong friends challenge, manipulate, and ultimately betray each other in slow motion. It’s a thermonuclear critique of toxic masculinity decades before the term had traction, a dissection of what rots when two men have spent forty years struggling to grow up (“Nicky” and “Mikey” are deliberately infantilizing nicknames), desperately needing each other and lying to each other in roughly equal measure. It is also unblinking about what those men do to the women who cross their path. May leverage what would eventually be known as the Cassavetes “house style”: extended takes, natural cinematography, and emotive acting.

Yet the movie isn’t actually loose even if it has lived-in, improv-adjacent texture. May started writing the script in the 1950s during her Compass Players days in Chicago, drawing on stories from a family with real mob ties in Philadelphia. Beneath the naturalistic skin is a tight, poetically stylized screenplay that traces its two characters’ shared history from childhood to this one fatal night. Ten- and fifteen-minute scenes fly by: the dialogue does enormous architectural work, with every barb, humiliation, and tender memory load-bearing on the character sketches.
On top of that chassis of character sketchwork sits some of the great American screen acting of the period. Cassavetes and Falk were close friends and frequent collaborators; May wrote that chemistry into the film. The onscreen intimacy between the pair is un-fake-able. Cassavetes’s Nicky is a paranoid, self-destructing disaster of a man, played largely through his glittering eyes and uneasy jitters. (He offers one of the most honest depictions of an obnoxious drunks in American cinema.) Falk, stripped of the trench coat and cigar of Columbo (no “just one more thing”s in the entire screenplay), turns out to be devastating. He reveals a moral ambiguity that ponders the extent to which decency must intersect with honesty, as he tries to make peace with his big betrayal of Nicky. Mikey arrives at a final stretch of behavior so small-souled that you find yourself rethinking every conclusion you drew about the character across the first 90 minutes.
The other star of the movie is the night itself. DP Victor Kemper shoots mostly handheld, close in, woozy and intimate and unbroken. The Philadelphia of Mikey and Nicky is the quintessential ’70s city: all grease, neon reflections, shadowed alleys, free-flowing nightlife (informally segregated on racial lines). Its grimy textures practically get under your fingernails. If you want to call Mikey and Nicky a “hangout movie,” it’s one of the most atmospheric entries the form has to offer.

For a movie designed to feel flowing and natural, the cast and crew put in a lot of effort: May shot roughly 1.4 million feet of film for this two-hour movie, which, for reference, is nearly three times what Gone with the Wind used. When Paramount tried to seize control of her footage during post-production, she hid two key reels in her husband’s friend’s garage in Connecticut, which the studio couldn’t get access to. The cut that Paramount dumped into theaters in late 1976 was riddled with continuity errors, earning pans and losing millions. The experience effectively ended May’s directing career for a full decade. (Her own version of the film, the canonical one, wasn’t released until 1986.)
Mikey and Nicky requires you to buy into its ethos and mood to function; if you prefer stories with tight narrative clockwork and momentum, or you find that specific Rabbit, Run lens on fragile men that dominated Baby Boomer media to be exhausting, the movie will flop like a wet fish. I respect the objection without quite sharing it. This is the risk with any film this character-driven and naturalistic: if it doesn’t click together for you with sufficient chemistry and magnetism, it will feel noodly and shapeless, even painful. For me, Mikey and Nicky pulls it off: the Cassavetes-Falk chemistry pops off the celluloid (exhausting though the characters are), May’s sense of rhythm and nocturnal mood are outstanding, and it all adds up: Mikey and Nicky is a terrific character study, one of New Hollywood’s aching achievements, and a pretty strong argument that May should have made fifteen movies instead of four.
Is It Good?
Exceptionally Good (7/8)
Dan is the founder and head critic of The Goods. Follow Dan on Letterboxd. Join the Discord for updates and discussion.
