“She can't be all bad. No one is.” “Well, she came the closest.”

That is Out of the Past in three little sentences. Jacques Tourneur's 1947 masterpiece, made at RKO, is widely considered among the greatest film noirs, right next to The Big Sleep, The Big Heat, Gilda and Laura. While it does have a lot in common with those, Out of the Past is a little different, playing with time and having our leading man who's a sap and he knows it. Even when he finally wises up in the latter part of the film, he's already been played too many times to come out victorious.

Out of the Past is split into three parts – the past, the present and doomed hopes for the future. It begins with Jeff (Paul Valentine) arriving at an idyllic town near Lake Tahoe, looking for a guy named Joe Bailey (Robert Mitchum). Turns out Joe has built a nice life for himself here, even owning a gas station and getting a girlfriend, Ann (Virginia Huston). But Jeff is here to take Joe to Whit (Kirk Douglas), a mobster who hired Joe back in New York City to find Kathie (Jane Greer), who killed one of his associates and ran off with his $40,000. On the way to Whit's Lake Tahoe house, Joe tells Ann this and it takes up the first third of the movie.

During his search for Kathie, Joe learns just how dangerous this femme fetale is. Unfortunately, he finds it impossible to leave her grasp. At every opportunity he's given to leave or even to tell Whit where Kathie is, he doesn't take it. And this habit continues into the present, when Whit gives Joe another person to find. But this case goes awry too, as Kathie again tries to undermine him, killing the man who was searching for. Then, in the final part, Joe thinks he has a leg up on Kathie, but he's doomed. He was doomed from the moment he agreed to go back to Whit in the first place.

That's a lot of plot and I'm not going to give away exactly what happens in that final third, when Joe really thinks he can get out of this disastrous situation he's put himself in. This is what Out of the Past does have in common with the greatest of film noir. Despite running just 97 minutes, this is more densely plotted than Ben-Hur. So much is told through dialogue and so much is going on in the background that if you miss one line, you might as well start the whole movie over again. (Not that there's anything wrong with that.) It's nowhere near as confusing as The Big Sleep, but every word, every frame goes toward building characters and pushing the plot.

Tourneur, who knew a thing or two about keeping movies short, doesn't have time to set the mood with frivolous establishing shots or artsy silent sequences. He fully understood that you can set the mood without wasting the audience's time. Nicholas Musuraca's dark cinematography sets the tone for the dark world, perfectly contrasting cities from the Late Tahoe town at the beginning of the film. However, when he get back there later, even that idyllic town turns to hell as Joe's past catches up with him.

Out of the Past is also the birth of the real Robert Mitchum, an actor who commanded the screen as a weary, brooding star who always looked like he didn't give a damn. While he had been in several films before this and even earned an Oscar nomination for the excellent Story of G.I. Joe, Out of the Past introduced us to the Mitchum we would see for the rest of his career. He's the type of rough man Hollywood can't make any longer and how he kept that going in this film is a stroke of genius. Even as Joe gets deeper and deeper into his mess, Mitchum continues to play him up as the smart guy. Mitchum gives off a hint or two that Joe might know when he's making a mistake, but he's always a guy who thinks he knows an answer, but doesn't.

There's also a sterling supporting cast here. Kirk Douglas is vicious as Whit, matching Mitchum at every turn. Their rapport is brilliant, particularly in that first scene together when Douglas tells Mitchum all about Kathie. And we can't forget the actress that plays Kathie, Jane Greer. She easily gets the best part in the movie, swinging from sympathetic to downright evil as it develops. She's gorgeous and dangerous, the very definition of a femme fetale.

Out of the Past dose have one more notorious supporting character – cigarettes. If bullets didn't kill these characters, lung cancer probably would have. Everyone in the movie smokes and no one can leave or enter a scene without lighting up. It's almost hilarious, but part of the atmosphere of the film. For audiences today, I think it adds a new element. All these characters are living dangerously and have a very dangerous habit – smoking.

On Home Video: Warner Archive released Out of the Past on Blu-eay earlier this year and it's gorgeous. Hopefully more film noir from RKO and Warner Bros. hits high definition. The only included supplement is a commentary from film noir specialist James Ursini, who does a great job of teaching Noir 101, in case you aren't familiar with the genre.

Some classic movies have remained important because of technical achievements, great performances or historical milestones. Film noir has remained important because movies made in the genre are just a blast and Out of the Past is the very definition of that. It's jam-packed with plot twists, short bursts of violence, double crosses, fast dialogue and gritty performances. This is one film that begs to be watched over and over again.

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