Free Guy, Act 2, Scene 3: A Masterclass in the Power of Dialogue

Warning: this post contains utterly massive spoilers for the 2021 film Free Guy, the Ryan Reynolds vehicle in which a mild-mannered bank teller in a surreal and violent world finds out he’s a background character in a video game and decides to do something about it.

The actual central plot of the film is that the two actual main protagonists, Millie and Keys, are programmers who worked on a peaceful, delightful fishbowl video came called Life, Itself in which the AI characters would grow and evolve, creating new choices for themselves through merely existing and engaging with one another; the game was bought by a massive development firm headed by a vile man named Antwan, who immediately shelved it and tried to hire both of them for his next game, a violent first-person massively multiplayer game called Free City, a Grand Theft Auto clone the point of which was to live out your most violent, psychopathic, narcissistic fantasies. Keys accepted, Millie refused– and she then sued Antwan claiming that Free City’s interactions were being fueled by the Life, Itself encounter engine.

All of the scenes with Ryan Reynolds as “Guy,” the NPC, are basically to illustrate the inner world of NPCs as derived from Life, Itself and set him up as the final macguffin to solve Millie’s lawsuit. They’re CGI-heavy (being inside a video game, of course) and entertaining as hell, but they’re not really the point of the plot.

The best scene in the whole film, hands down, is the second-to-last scene of Act 2. As anyone who knows the standard beat sheet will tell you, this is the scene where the main characters figure out exactly what’s going on. By the end of this scene they don’t have a solution, but they’re determined to find it. (The last scene of Act 2 is known as the “Whiff of Death,” the moment when they believe they can’t find a solution and someone, in this case Guy, is going to die… until someone has a spark of inspiration that hurtles them all into Act 3.) This scene is shot entirely with hand cameras in the intimate space of Millie’s tiny apartment with no CGI and very little post-production at all. It’s the single most organic scene in the whole film.

I want to take this scene apart because I think it’s a masterclass in emotional register. Keith Johnstone wrote in the book Impro: Improvisation and the Theater, that good dialogue, even among allies, is about power: who has the high register to command the audience’s attention, and how dialogue can be used to raise, lower, or sieze that emotional register, and how that register can be used.

The scene before this one is called Midpoint in the beatsheet: Millie has just had a very heartfelt conversation with Guy, who she still believes is an actual human being behind the avatar, so she’s already an emotional wreck when Keys knocks on her door to open the scene beatsheets call Closing In:

KEYS, knocking loudly on Millie’s door: Millie, open up! Millie, it’s me, it’s Keys! Open up! Come on! Millie! It’s me, open up!


KEYS (STORMING IN): You were right. You were right!

MILLIE: Oh, come on in.

KEYS: You were right. Our code, it is in Free City and, Millie, it works.

MILLIE: Yeah, I know. But we don’t have proof.

KEYS: Just forget about that for one second. I’m saying that our game, Life Itself, where characters would grow and change and feel real…


KEYS: …worked.


KEYS: The AI worked. It’s the reason why Free City is so realistic and people love it so much. And of course it doesn’t look the same. There’s no waterfalls, there’s no butterflies and unicorns, all the characters have different skins. Of course they do. But the underlying code in the game is the same. Our code. And Guy, I mean, he has evolved way further than we thought was even possible.

MILLIE: Wait, are you talking about the hacker in the NPC skin?

KEYS: Millie, I’m talking about the fact that Blue Shirt Guy is not a player. He is an algorithm who thinks he’s alive. I mean, hell, technically, he is alive. He is the first real artificial intelligence.


KEYS: I know.

MILLIE: No, no, no.

KEYS: Yeah, yeah.

MILLIE: Guy? My Guy?

KEYS: Guy.

MILLIE: One who has been…

KEYS: Your Guy?


KEYS: This is a good thing.

MILLIE: No, it’s really bad.

KEYS: Millie, his code, it’s thousands of times the size it should be. We did it, Mills. We did it. Everything that we wanted to create, it actually happened. Okay? Did you know that the NPCs have private lives? One of the baristas learned how to make a cappuccino through trial and error. I mean, that’s really difficult. I can’t even do that. I can’t even froth my own oat milk in the morning. And the Bombshell character in the game wrote a memoir that’s a searing indictment of gender roles, the patriarchy… It’s a little preachy in parts, but overall, it’s pretty good. Millie, we have to celebrate!

MILLIE: No, this can’t be happening.

KEYS: What are you talking about? This is what we’ve been working for!

MILLIE: No! I let him kiss me! … So … yeah.

So here, Keys has the high register. He’s on fire. He’s thrilled because everything he and Millie dreamed was possible with Life Itself is coming true. So he’s doing this kinda rant while Millie is slowly coming to the realization that Guy isn’t a person, he’s an AI. This part of the scene works because so well because it allows Keys to infodump to the audience in a wholly natural way and allows Keys to be charming and self-deprecating and the true computer geek that he is, that Millie once admired before he “sold out” to Antwan, and the audience can see that Keys is coming around to Millie’s point of view.

But Millie has just siezed the high register with that last line.

KEYS: (CHUCKLES) I’m sorry, wait, you let who kiss you?



MILLIE: The first time I kiss a non-toxic guy in like forever and of course he’s not even real!

KEYS: Uh, there’s not a button for that.

MILLIE: Oh, he found the button.

KEYS: O… kaaaaay.


So Millie is still holding the high register, but it’s an uncomfortable register for her, she’s not used to being this emotional, especially not after her talk with Guy. In an earlier confrontation over his selling out, both Keys and Millie were bitchy and cold to each other. It happened in Key’s apartment, which is much larger than Millie’s because he has a well-paid job, but it’s black and white, empty and devoid of life. It’s more like a high-end furniture display of what a bachelor’s apartment should be. This scene happens, as I said, in Millie’s apartment, which is small and intimate, and the camera is swooping and following them around as they dance around this conversation.

Also, the “button” there is obviously a sex joke (“button” being a euphemism for the clitoris), and Keys recognizes it as such, which puts such a blush on his face because they were “just friends” back when developing Life, Itself, and Millie never talked like that before.

KEYS: I am… I’m so confused. And surprisingly curious. (CHUCKLES) You let an artificially intelligent video game character kiss you?

MILLIE: Oh, okay, can you just stop saying it like that?

KEYS: And then you thought that would be…

MILLIE: Because you have got to meet him, Keys. He’s funny, and he’s sweet, and he’s so handsome. Oh, my God, now I’m saying it out loud.

KEYS: Also, Millie, food for thought, he’s like… four. (BOTH CHUCKLING)

MILLIE: Really? You’re gonna do that?

KEYS: Really.

MILLIE: Wow, you just made that really creepy. (BOTH LAUGHING)

And here, they even out the emotional register. Both have told their Truths, opened their hearts about what’s going on, and Keys has found a way to “even the score” with respect to the sexual tension of the “button” comment. In David Mamet’s memorable formulation, these characters have shown up in this scene to get their problems resolved, but their plan for doing so will fail, and then in classic scene-and-sequel, they decide what to do next, now on an even keel:

KEYS: Millie, put all that aside. Weird or not, when people find out about this, you could win a Nobel Prize. Oh, God. Oh, my God, if they see this…

MILLIE: What? What is it?

KEYS: Antwan. What else? He’s lying. He lied about using our code, he’s been lying about the game being backwards compatible. I think he’s lying about Free City 1.

MILLIE: What are you talking about?

KEYS: Look. You see? There’s not one mission, not one location… I mean, there’s not even a single character from Free City 1 on here. Free City 2 is not an update…

MILLE: It’s a replacement. So when Free City 2 launches on Monday…

KEYS: Blue Shirt Guy, all proof of our code, everything will be deleted.

MILLIE: He can’t do that. I mean, this is artificial life we’re dealing with. I mean, that’s insane. We’re screwed.

KEYS: Maybe not. If we can find our original build in the game, it’ll prove that Antwan used our code without properly licensing it. And we just have to find it before Free City 2 launches. We have 48 hours.

And there's the deadline, firmly established, just long enough for two more encounters with Guy. And the follow-up to this is Millie finding out that Antwan has reset Guy’s “new” programming and put him back to his old behavior loop, wiping out his evolution. That’s the “whiff of death” (Guy, her Guy, was dead), but Keys then offers a way to bring him back (which, by the way, also plants a Checkhovian gun in the audience’s mind about just how nasty Antwan’s gonna get when he learns about this), which is the opening of Act III, the final confrontation, which is all big CGI whizbang stuff with a heartwarming ending, of course.

But you can see here how both characters have Truths that must come out, and they must control the scene long enough, with enough emotional force, for it to ring true for the audience. And the writers did a masterful job of doing that, pitching it around these two enthusiastic, desperate young people (there is more than a bit of Bildungsroman in their story), and the director’s choice of setting and camera work add so much to those choices.

Earlier: Aliens Don't Need Patience. They Probably Have Something Stronger.

Later: New Writer's Tool: Operational Theme