Sean Penn
Robin Wright
Ed Harris
Gary Odlman
State Of Grace

Directed by Phil Joanou
Produced by Ned Dowd, Randy Ostrow, Ron Rotholz
Screenplay by Dennis McIntyre
Music by Ennio Morricone
Cinematography by Jordan Cronenweth
Editing by Claire Simpson

Sean Penn as Terry Noonan
Ed Harris as Frankie Flannery
Gary Oldman as Jackie Flannery
Robin Wright as Kathleen Flannery
John Turturro as Nick
Burgess Meredith as Finn
R.D. Call as Pat Nicholson, Frankie’s Lieutenant

John C. Reilly as Stevie McGuire

What Up Yo.
The film is called “State Of Grace. It was released in the fall of 1990.

Now there were 3 American films about organized crime that were released theatrically in the fall of 1990, 2 were released in the same week.

One of those 2 was a little film by director Martin’s Scorsese which you may have heard of unless you’ve lived under a fucking rock for the past 25 years.

It is called “Goodfellas”


Then there was a film called “Millers Crossing” which is directed by the Brothers Coen (The Coen Brothers).

Millers Crossing

Both of those films are incredible. One of them changed the face of cinema.

It’s the third film that I want to celebrate here, Phil Joanou’s “State Of Grace”.

State Of Grace

I love each of the films above.


I consider each of them masterpieces.

But I have a special love for “Grace”.

Talents came together here …the primary members of this films crew were people at the top of their crafts, people who have exquisite abilities and are considered masters of their chosen fields.

A few of them weren’t recognized as the talented powerhouse geniuses each of them are at the time the film was released in 1990.

Some were.

A major factor in this film not receiving the credit it deserved, was that it was overshadowed by the masterwork that is “Goodfellas”, and what can I say about that film that hasn’t been said already?

It simply cast a big shadow that season.

The next season.

It still does, and that’s because its fucking high-octane brilliance captured on celluloid.

It sent shock waves through the industry…and in turn, while this film is a gem, it suffered and suffocated.

It was unable to reach an audience in its theatrical run, and as is the way with Hollywood, once it underperformed it was written off to a degree…

Which is why I wanted to celebrate it a bit here.

I’ll break it down the best I can.

The Story

“To make a great film you need three things – the script, the script and the script.”
Alfred Hitchcock

Below, I will spoil the hell out of this film. Just saying, you’ve ben warned. I’ll make this as quick as possible.

Terry Noonan (Penn) is a Boston Cop who hails from Hell’s Kitchen. He used to run with the Flannery mob on the west side.

His best friend Jackie (Oldman) is a Flannery, as his first and only true love…Kate (Robin).

Jack’s older brother Frankie (Ed “FUCK PICASSO!”Harris) ran the Flannery crew under Mikey and Flynn.

It is because of his relationship to the Flannerys that he is the perfect candidate to go in undercover and infiltrate the gang as there is a new union brewing between the Irish mob and the Italian mob that the police, especially Terry’s commanding officer Nick (Turturro) wants to get on top of before

“Bodies start piling up all over the city”

When the story opens, we meet Terry on the edge of re-entering his old life.


Terry is in a drug deal that goes bad.

He kills 2 drug dealers and runs to New York City under the guise that he is in trouble.

This is  a fake incident we learn later, set up by the cops, to get Terry street credit to enter Frankie Flannerys organization.

When he re-enters the old world, he see’s Jackie at their old bar hangout and they happily reconnect as Terry as ben gone for 10 years.

While they catch up, he learns from Jackie that Mikey and Flynn both met with accidents…and that Frankie Flannery is now running the show.

He learns about the deal between the irish and italian mobs…this is why he is here…he is now in place.

Then he see’s Kate.

Instantly he is back in love with her, as she is with him…and they begin to get close again.

State Of Grace l [] [640 x 429] (1)

Jackie doesn’t suspect anything is wrong with seeing his old friend again, he is too elated and is trusting of the people close to him to a fault.

They see their old friend Stevie (John C. Reilly), who is having an issue of his own with a faction of the Italian mob he owes  money too. They are roughing him up and both Terry and Jackie jim in and beat up the Italians together to defend their friend.

State Of Grace l [] [2048 x 1364] (7)

They think nothing of this.

Terry then goes to see Frankie and asks if he can get back in the gang.

Frankie is hesitant, and has his right hand man, Nicholson (R.D. Call) check on Terry’s drug deal story to make sure he is ok.

State Of Grace l [] [2048 x 1352] (9)

Slowly, Terry begins to get sucked back into the life he ran from 10 years ago and his inner struggle begins to wear him down.

The Italians that terry and Jackie beat up to defend Stevie is brought up at a preliminary meeting between the Italians and Frankie. They take the behavior by all three as an insult and they command Frankie to kill Stevie.

Frankie has big plans, and is way out of his league here…he must do what he is being told for the deal to go through. This will make him incredibly powerful, but he must act the part…and his crew must act the part to pull this of, but Stevie is a loose cannon, as is Jackie. Their behavior won’t be tolerated and while Frankie at one time would never have turned on his gang, he is a different person now.

Terry can see this in him, but Jackie cannot.

Frankie and Nicholson kill Stevie,

When Jackie finds out Stevie is dead…he goes berserk.

State Of Grace l [] [2048 x 1359] (8)

Instead of claiming responsibility for it, Frankie blames it the italians.

Jackie now wants their blood.

Terry knows Frankie did it, he gets on to an empty subway and meets his commanding officer to debrief him and begins to tell him he is having a change of heart…he wants out.

Soon afterwards, jackie sits alone in a bar, sad about Stevie when the italians that Frankie blamed for the murder approach him and offer a truce. They offer friendship.

They don’t know that they are all about to die. Jackie accepts their offer to sit and have a drink, and then opens fire and massacres the 3 italian capo’s right there in the bar.

Because of this, the italian mob demands a sit down with Frankie.

Fearing his own death, he instructs Terry, Jackie and the gang to wait across the street from the meet for him. He tells them if he doesn’t call them at a specific time, they should storm the restaurant and kill everyone in sight.

This…is a delicious scene.

Jackie is watching the restaurant like a hawk and waiting for a call from Frankie.

State Of Grace l [] [1023 x 673] (6)

Terry is hoping they kill Frankie. He knows the truth, he knows that Jackie will be killed for this if Frankie makes it out of that meeting.

Frankie doesn’t call when he is supposed, Jackie loads his gun and heads to the restaurant with the gang to avenge his brothers death.

State Of Grace l [] [1023 x 687] (2)

But Frankie is alive… and he signals his brother just in time.

Jackie walks away relieved, but what he doesn’t know is they have commanded Frankie to kill his brother, Jackie for the insult.

Frankie must comply or he will be killed.

Terry is now falling apart. While with Kate one night he confesses to her that he is a cop. She is horrified, but keeps his secret.

I love everything about Robin Wright here. Her hair. Her black leather jacket. Her fire.

When she tells Terry she has spoken to her shrink about everything, Terry stops her and asks her to repeat what she just said.

He asks her to clarify:

“You told your shrink?”


“You told your shrink about me?”

Robins Kathleen stops for a beat…then announces:

“Of course I told her!!!”


So good.

Terry goes to embrace her. To calm her down. Which works, she does calm down. For a moment.

She loves Terry. He was her first love, she wants to feel safe…but she has loyalty.

This guy is a cop. He is a rat. He is going to take down her family. He has put her in danger. The danger she tried very hard to get away from.

She flips.

“Get off of me!!!!I don’t want anything to do with you!!!”

She throws Terry, she has power.

This is Robin Wrights moment. She shines. She screams at this traitor. At this bastard, at the man she loves to death.

“You’re just like them!!!You’re just like my fucking brothers, you are!!! You think you can come to me whenever you fucking want!!!!!! And you just reach inside me and you just….,YOU JUST PULL!!!!! YOU CAN’T!!!!!”

“I love you. “

“You’re a liar, I’ve met you before…you’re a fucking liar!!!!!!YOU SHUT UP!!!!!!”



He has lost her…

He tries to explain to Jackie that he thinks Frankie killed Stevie, Jackie puts a gun to Terry’s head. He is insulted at them mere suggestion of his brother betraying his trust.

In a deceptive move, Frankie tricks his brother into going somewhere alone on a fool’s errand…

Jackie, happy he is not in trouble…agrees.

Jackie apologizes to Terry…tells him not to repeat that to him ever again…and asks if he will come on the supposedly important errand with him.

Terry hides during the meeting and tries to call his commanding officer from a pay phone as for back up before anything happens, but during this…Frankie pulls up, approaches a confused jackie and shoots him dead.

Terry runs over too late.

He knows Frankie did it.

When his commanding officer Nick finally arrives, Terry tells him to fuck himself….and quits.

At Jackies wake…he confesses to Frankie that he was at the meeting.

Frankie tells him not to start a war with him, it wouldn’t be smart.

“You want to know how smart you are?” Terry asks him

Terry hands Frankie his police badge.

“That’s how smart you are.”

Frankie opens the badge and all at once learns the truth, this fuck is a cop.

Terry goes into hiding…but goes to see Kate once more to explain that his first idea was to come back into the city, reconnect with Jackie and give enough information to take down the bosses and pull his friend out to safety.

Kate listens, then turns her back on him.

The next day is the Saint Patrick’s Day parade in New York City…Terry enters the bar where Frankie is and opens fire killing all of them and getting possibly fatally wounded.

The End.

Now, indulge me as I mention a few standout contributors to this film:

Gary Oldman

State Of Grace l [] [669 x 589] (5)The thing about Gary, Mr. Oldman is…he is fucking amazing.

This was the first film I saw his chameleon abilities in full force and they rocked my face off.

At that point I didn’t know he was English, I didn’t know he had an accent, I hadn’t seen the incredible performance he had given 4 years earlier in Alex Cox “Sid And Nancy”…
Sid And Nancy l [] [1468 x 2150] (1)

After watching him here, my brother in arms at the time Swan and myself (I was Hawk…for a minute…because we loved Bruce Willis in Hudson Hawk…loved) watched it over and over until we had the dialogue memorized. Because we were best friends, we both compared ourselves to Terry & Jackie (Sean & Gary respectively) and argued among ourselves about which of us was Jackie and which was Terry. A debate that would end with us both claiming we were the Jackie character…which at 17 for us two American kids, was the pinnace all of cool.

James Dean meets Mickey Rourke cool.

Gary played Jackie with a swagger, a heart filled with love and tenderness, naïvety and innocence, rage and loyalty. He stole the film. He owned it. You loved the character because of what Gary infused him with, honesty, dedication, he didn’t see himself as being lost, as being a trouble maker, because he was a victim of his environment. A character that we had seen as written many times, but when Gary gave himself over to the character, his performance elevated this tragic “best friend from the wrong side of the tracks” character to the one character you knew you could trust in the film if you had to choose.

Phil Joanou

Coming out of Southern California film school, Joanou showed immense talent and film making skill. Spielberg became his protegé, and he made his first feature…a cult classic…”Three O’Clock High” in 1987. Adults may not have seen it at the time, but the trailer alone had us kids interested.

High school, while you are in it, is dramatic as fuck. And even after you leave and you get to know the world, you can look back and realize how hard-core your experiences there were…how influential the experience of school as a whole will be to your development on this big blue ball we call home for now, and this film played as seriously as a public hanging. It was darkly funny, every corner was filled with stylized editing and camerawork, great performances and pretty remarkable first offering from the director.

Three O'Clock High

During post on this this film, Joanou was contacted by U2. They had just cracked the music scene wide open their massively successful 1987 album…
“The Joshua Tree”
They wanted to film a documentary of their upcoming American tour and they were interviewing directors. They asked him to come to Ireland the next day, he dropped what he was doing, pissed off the producers of “Three O’Clock High” and 24 hours later he was in Ireland.

He spent the next five days randomly being abandoned all over Ireland by U2, being left by the band at various events around Ireland…having to find his way around by himself as a sort of initiation before, after five consecutive days of this, they finally approached him and told him he had won the job.

Read more here:

Joanou would go on to film what I humbly consider to be the greatest rock ‘n roll concert documentary ever made, “U2: Rattle And Hum”
U2: Rattle And Hum

He also directed the video for the bands ballad, “One”

U2 ~ One “Manhattan nightclub ’92” (Directed by Phil Joanou) from Maria Perescu on Vimeo.

By the time he began “State Of Grace” he was 28 years old.

There were high expectations for him which I think he satisfied, but visual accomplishments are initially measured by their financial success what he and his team achieved tends to be overlooked.

Dennis McIntyre

McIntyre was an accomplished playwright from New York City. He had a terrific ear for  dialogue and a blunt and honest approach to his subjects, this was his first screenplay. Sadly, McIntyre passed away in February of 1990 of stomach cancer, months before the film was released. He never saw the finished work. The story from everything I can gather is original,  with moments and anecdotes taken from true story’s as told, freely and given as testimony, by members of The Westies. The Westies are he Irish Mob that ran Hell’s Kitchen on the west side of Manhattan for many years and is what the film is loosely based on.

With his playwrights sensibilities for character development, he wrote primary characters that each suffer with their own personal moral dilemmas. Along with his ability to write engaging dialogue, which rang both funny…and authentic more often than not, while also adding tense plot twists, and giving us a protagonist with a deep inner struggle with which even we the audience aren’t sure which is right and which is wrong for him by the end story…in my book he crafted the perfect original crime drama.

Jordan Cronenweth

Jordan Cronenweth is legend. You know his work even if you don’t realize it. He and Joanou had worked together before on “Rattle And Hum” Jordan Cronenweth shot the color footage segments for that film, but 10 years earlier he made his mark when he was the director of photography on another sci-fi movie directed by Ridley Scott that was so visionary it altered and influenced the visual aesthetic for everything from filmmaking to music-videos, from photography to graphic design from the moment it was released and still to this day.

That film is “Blade Runner”. The man who photographed that film, is the cinematographer here.

Blade Runner

Blade Runner

Jordan has since passed, but his visual legacy lives on through his son, Jeff Cronenweth.

Jeff, like his father, has the eye of a brilliant photographer, his talents have been on display also altering the visual storytelling world.

He was the cinematographer for a film directed by another one of the film worlds great visual storytelling pioneers named David Fincher on a film called “Fight Club”.

>The Cinematography of Jeff Cronenweth

Ennio Morricone

The music to “Grace” is one of my favorite aspects to the film. The music was written and composed by legendary composer Ennio Morricone. Ennio has done the score for such films as:

  • The Untouchables
  • Once Upon A Time In The West
  • Once Upon A Time In America
  • Days Of Heaven
  • The Good, The Bad And The Ugly

He has over 214 soundtrack credits to his name and is one of the most respected and established film score composers of all time.  His score for this film is haunting and beautiful.  It is my ringtone actually, because the phone annoys me so much I have to have music I love play when the damn thing goes off or i’ll freak the fuck out.

Now, when my phone rings and I hear the score to this film play…I’m transported

His score adds an emotional depth to the film and atmosphere that amplifies the mood and draws you into its world.  The film wouldn’t have as thick a weeping and tragic air to it without this amazing score.


Now I haven’t seen it mentioned or given credit anywhere officially…but when I first saw “Infernal Affairs” in 2003, I recognized  the story immediately.

Infernal Affars

This was a retelling “State Of Grace”.

This was a Hong Kong film, and tells a similar story…this time of a man who grows up in and around the Triad, leaves and joins the police force only to return years later to infiltrate the Triad undercover. There is a retooling of the original story here also in that there a secondary charter that also grows up in and around the triad and goes to the police academy…but not to infiltrate the triad, this one is sent to infiltrate the police dept.

Both officers know of each other and must eek each other out in a tense cat and mouse game.
this film was a massive box office smash in Hong Kong…then world wide.

Then in 2004 it was announced that Martin Scorsese would direct an american remake of infernal Affairs, which he would call “The Departed”

The Departed

Now listen.
Hey man, I love “The Departed”, and the Academy needs to stop fucking with Leo…he acted his ass off in this movie.

In every movie.


But you can’t tell me, that these 2 movie would have existed had it not been for “State Of Grace”

Scorsese’s “Goodfellas” was one of the reasons that “State Of Grace” was overshadowed at the box office…and when oscar season came around, Scorsese was denied the Oscar and “Dances With Wolves” won. (Don’t get me started)

15 years later, Scorsese remakes “State Of Grace’…and this time he gets the Oscar.

That may make sense on some planet.

Whether “Grace” served as inspiration for these 2 films or not may never be answered….or admitted to..,.

But as it’s an overlooked film I wanted to give it an article for you, the troops, because it deserves your respect.

This tale, when combined with Joanou’s direction, Jordan Cronenweth’s visual ability and Ennio Morricone emotional, haunting and beautiful score, then the performances of Penn, Oldman, Wright & Harris…becomes more than a crime drama with poignant & memorable performances, characters we relate to and care for, along with a carefully thought out visual aesthetic and underlying tragic score…

It ends up becoming a beautiful film noir piece.

It won’t leave you feeling warm and fuzzy, it doesn’t let you off the hook…as nobody wins here.

It’s a tragic piece, performed with conviction by both the cast and crew…and I can’t recommend it enough, It’s a remarkable film.

State Of Grace


4 thoughts on “Sean Penn
Robin Wright
Ed Harris
Gary Odlman
State Of Grace

  1. Wes Candela - May 20, 2017

    Totally. I’ve Heard of the complaints about the ending also but he loses Kate, he lost Jackie, he quit his job…

    Frankie was gonna pay.
    This was a personall vendetta now, he was going to do the one last good thing he could do, even if it killed him. Which it probably did.

    The beautiful thing about what you point out:
    the flashes of violence in the bar and the celebration in the parade,

    Is that at the end, he has freed Kate.
    We see that shot of her just devastated watching the parade…

    But really this was about his love for Kate and Jackie, making Frankie pay, and stopping him from ever hurting her again.

    So beautiful!!

  2. Gomorra76 - May 19, 2017

    I know the ending gets abit of flack from some people,but I love that ending! Switching between the St Patricks day parade,where people celebrate all things Irish,and the shootout,where Irish-American’s are basically destroying each other.Love that juxtaposition.

  3. Wes Candela - May 19, 2017

    Oh my god. You know what, I knew when I was writing this that I we getting forgetting something. Godfather III & King Of New York
    Thanks so much for the compliment.
    Love this movie. It’s huge to me. It gets overlooked too much. Wanted to pay it some respect properly.

  4. Gomorra76 - May 19, 2017

    Marvelous article and review! Couldn’t have said it any better myself.I actually prefer it to Goodfella’s.An absolute masterpiece!
    King of New York and The Godfather 3 also came out that year.Big year for gangster flic’s.

Comments are closed.

Scroll to top
%d bloggers like this: