Out of the Past

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Robert Mitchum as Jeff Bailey, aka Jeff Markham, and Jane Greer as Kathie Moffat.
You're like a leaf that the wind blows from one gutter to another.

Out of the Past is a 1947 film noir about a small-town gas-station owner whose mysterious past catches up with him one day when he's ordered to meet with a gambler.

Directed by Jacques Tourneur. Written by Daniel Mainwaring, based on his novel Build My Gallows High.
A MAN - Trying to run away from his past... A WOMAN - Trying to escape her future! taglines

Jeff Bailey/Jeff Markham

  • They say the day you die your name is written on a cloud.
  • I sell gasoline, I make a small profit. With that I buy groceries. The grocer makes a profit. We call it earning a living. You may have heard of it somewhere.
  • You don't get vaccinated for Florida, but you do for Mexico.
  • You say to yourself, "How hot can it get?" Then, in Acapulco, you find out. I knew she had to wind up here because if you want to go south, here's where you get the boat. All I had to do was wait. Near the plaza was a little cafe, called La Mar Azul next to a movie house. I sat there in the afternoons and drank beer. I used to sit there half-asleep with the beer and the darkness. Only that music from the movie next door kept jarring me awake.
  • And then I saw her, coming out of the sun, and I knew why Whit didn't care about that forty grand.
  • I knew I'd go every night until she showed up. I knew she knew it. I sat there and drank bourbon and I shut my eyes, but I didn't think of a joint on 56th Street. I knew where I was and what I was doing...what a sucker I was. I even knew she wouldn't come the first night. But I sat there, grinding it out.
  • She waited until it was late. And then she walked in out of the moonlight, smiling.
  • I never saw her in the daytime. We seemed to live by night. What was left of the day went away like a pack of cigarettes you smoked. I didn't know where she lived. I never followed her. All I ever had to go on was a place and time to see her again. I don't know what we were waiting for. Maybe we thought the world would end. Maybe we thought it was a dream and we'd wake up with a hangover in Niagara Falls. I wired Whit but I didn't tell him. 'I'm in Acapulco,' I said. 'I wish you were here.' And every night I went to meet her. How did I know she'd ever show up? I didn't. What stopped her from taking a boat to Chile or Guatemala? Nothing. How big a chump can you get to be? I was finding out. And then she'd come along like school was out, and everything else was just a stone which sailed at the sea.
  • It was a nice little joint with bamboo furniture and Mexican gimcracks. One little lamp burned. It was all right. And the rain hammering like that on the window made it good to be in there.
  • She's a clever little girl and she's always a hop, skip, and a jump ahead.
  • I don't like playing games when I'm the fall guy. You might remember that, Whit.
  • It was the bottom of the barrel and I scraped it. But I didn't care. I had her.
  • We found a little movie house in North Beach. We were on the run. We went to places we never would have seen in our lives. And after a while, we grew a little more sure of ourselves. We drifted back to more familiar places. Ball parks and the race tracks. Why not? After all, there was one chance in a million we'd bump into our past.
  • It was meeting her somewhere like in the first times. There was still that something about her that got me - a kind of magic or whatever it was. I held her and we could laugh because we were together again. We'd played it smart and forgotten nothing. Forgotten nothing except one thing. He had followed her.
  • I wasn't sorry for him or sore at her. I wasn't anything.
  • [to Whit] You liked me because you could use me. You could use me because I was smart. I'm not smart anymore. I run a gas station.
  • [to Meta] If you'll drop this Junior League patter, we may get this conversation down to where it belongs.
  • I think I'm in a frame...I don't know. All I can see is the frame. I'm going in there now to look at the picture.
  • You see, I've got the files that were in your briefcase. I also know the address of the Treasury Department. That's the theory, isn't it? Keep the files away from the Treasury boys. Save Whit from doing ten years in a federal pen. Now you correct me if I make a mistake...You get the files and you also get Eels' body, in case you want to keep it from the cops...I want the affidavit that Meta put in Eels' safe when she took the files out. The lie that somebody put on paper that I killed a guy named Jack Fisher. Cause you see, I only buried him. And you don't get the gas for being the undertaker...And you won't need Whit. All you need is Meta to unlock that safe in Eels' office. I hope Meta's still around.
  • [to Kathie] Did it take much persuasion to make you say I killed Fisher? Come on, feed my ego. Tell me he beat ya, tell me he had to drag every word out of ya.
  • And cheer up Kathie. You'll get out of it all right. You always have.

Whit Sterling

  • When you see her, you'll understand better.
  • My feelings? About ten years ago, I hid them somewhere and haven't been able to find them.
  • [to Jeff] You'll never be happy until you square yourself.
  • [to Kathie] You dirty little phony. Go on lie some more. Tell me how you handled things for me in San Francisco. Tell me it was all Joe's idea. Go on, Kathie, show me how you're gonna squirm your way out this time. What a sucker you must think I am. I took you back when you came whimpering and crawling. I should have kicked your teeth in. No, I'm not going to. Not now Kathie. We're gonna let the law push you around...You're going to take the rap and play along. You're gonna make every exact move I tell ya. If you don't, I'll kill ya. And I'll promise you one thing. It won't be quick. I'll break you first. You won't be able to answer a telephone or open a door without thinking: 'This is it.' And when it comes, it still won't be quick. And it won't be pretty. You can take your choice.
  • [to Jeff] Look I crossed you once. I know better than to try a second time.

Kathie Moffat

  • You can't make deals with a dead man, Jeff.
  • I never told you I was anything but what I am. You just wanted to imagine I was. That's why I left you. Now we're back to stay.
  • [to Jeff] You dirty, double-crossing rat.

Jack Fisher

  • A dame with a rod is like a guy with a knitting needle.
  • [to Jeff] She must be quite a dame. A wild goose with 40 G's...You know, for a smart guy, that Sterling sure trusts you, don't he?
  • Don't try to pay me off with pitch handed to you with this cheap piece of baggage.


  • Marny: Two things I can smell inside a hundred feet. Burning hamburger and a romance.
  • Meta Carson: For a man who appears to be clever, you can certainly act like an idiot.


Joe Stephanos: I often wondered what happened to him. Then one day I'm breezing through here, and there's his name up on a sign.
Marny, diner owner: It's a small world.
Joe Stephanos: Yeah. Or a big sign.

Whit: You just sit and stay inside yourself. You wait for me to talk. I like that.
Jeff: I never found out much listening to myself.

Whit: I just want her back. When you see her, you'll understand better.
Jeff: Maybe she's just an impulsive girl?
Whit: So we'll let it go at that.
Jeff: I can let it all go.
Whit: Even $5,000 now, and 5 when you bring her back...and expenses.
Jeff: Now that should have been the first thing you said.
Whit: Find her Jeff. Bring her back.
Jeff: Why me?
Whit: Well, I know a lot of smart guys and a few honest ones. And you're both.
Jeff: And what happens to her?
Whit: I won't touch her.

Jeff: Very difficult girl.
Jose Rodriguez: Is there one who is not so, Señor?

Jeff: My name is Jeff Markam, and I haven't talked to anybody who hasn't tried to sell me something for ten days. If I don't talk I think. It's too late in life for me to start thinking. I could go down to the cliff and look at the sea like a good tourist, but it's no good if there isn't somebody you can turn to and say, 'Nice view, huh.' The same with the churches, the relics, the moonlight or a Cuba Libre. Nothing in the world is any good unless you can share it.
Kathie: Maybe you want to go home.
Jeff: Maybe that's why I'm here.
Kathie: Is it?

Kathie: You know, you're a curious man.
Jeff: You're gonna make every guy you meet a little bit curious.
Kathie: That's not what I mean. You don't ask questions. You don't even ask me what my name is.
Jeff: All right, what's your name?
Kathie: Kathie.
Jeff: I like it.
Kathie: Or where I come from?
Jeff: I'm thinkin' about where we're going.
Kathie: Don't you like it in here?
Jeff: I'm just not ready to settle down.
Kathie: Shall I take you somewhere else?
Jeff: You're going to find it very easy to take me anywhere.

Jeff: [at the roulette wheel] That isn't the way to play it.
Kathie: Why not?
Jeff: 'Cause it isn't the way to win.
Kathie: Is there a way to win?
Jeff: Well, there's a way to lose more slowly.
Kathie: I prefer it like that.
Jeff: Chuck it in.
Kathie: Don't you like to gamble?
Jeff: Not against a wheel.
Kathie: Tell me why you're so hard to please.
Jeff: Take me where I can tell you.

Kathie: When are you taking me back?
Jeff: Is that why you kissed me?
Kathie: No.
Jeff: Whit didn't die.
Kathie: He didn't?
Jeff: No.
Kathie: Then, why...
Jeff: He just wants you back.
Kathie: I hate him. I'm sorry he didn't die.
Jeff: Give him time.
Kathie: You are taking me back.
Jeff: There's no hurry.
Kathie: I could have run away last night.
Jeff: I'd find you.
Kathie: Yes, I believe you would. You're glad you did?
Jeff: I don't know.
Kathie: I am.
Jeff: There was a little business, about forty thousand dollars.
Kathie: I didn't take it.
Jeff: How did you know it was taken?
Kathie: It's what you meant. I don't want any thing of his or any part of him.
Jeff: Except his life.

Kathie: I didn't know what I was doing. I, I didn't know anything except how much I hated him. But I didn't take anything. I didn't, Jeff. Don't you believe me?
Jeff: Baby, I don't care. [They kiss]

Jeff: I didn't know you were so small.
Kathie: I'm taller than Napoleon.
Jeff: You're prettier too. [They kiss]
Kathie: Did you miss me?
Jeff: No more than I would miss my eyes.

Kathie: You don't know Whit. He won't forget.
Jeff: Everybody forgets.
Kathie: Not Whit.
Jeff: So we'll send him a postcard every Christmas.
Kathie: Jeff, I'm glad you're not afraid of him.
Jeff: I've been afraid of half the things I ever did.
Kathie: And this time?
Jeff: I'm only afraid you might not go.
Kathie: Don't be. I'll be there tomorrow. Love me?
Jeff: Mmm, hmm.
Kathie: Poco?
Jeff: What's that?
Kathie: Little.
Jeff: Mucho.

Jeff: Whit my friend, there's a million dames in this world. They all look like her.
Whit: No they don't. So she was here.
Jeff: According to all available evidence, she was.
Whit: Maybe you should have sent Stephanos. Could you find one dame in a million, Joe?
Joe: And one with forty grand.

Jeff: [after spilling a drink after seeing Kathie across the room] Sorry.
Whit: Picked up some nerves.
Jeff: I don't need a crack like that any more than I need your dough, which is what I've been telling you. I missed her. The dame caught a boat south.
Whit: Where?
Jeff: Look, I got along before this job. I ate good and I grew as big as you did and if there's something you don't like you can say so.
Whit: I just asked where.
Jeff: Chile, Guatemala...

Whit: I'm sorry. You missed her and you feel bad. I shouldn't have joked about it.
Jeff: I'll give you back your $5,000 and turn the job over to Stephanos.
Whit: You're on. I fire people, but nobody quits me. You started this and you'll end it. Besides, Joe couldn't find a prayer in the Bible. You'll find her. Take it easy. Take your time.

Jeff: You didn't have to kill him.
Kathie: Yes I did. You wouldn't have killed him. You would have beaten him up and thrown him out.
Jeff: You didn't have to do it.
Kathie: You wouldn't have killed him. He would have been against us. Gone to Whit.

Ann: It's all past.
Jeff: Maybe it isn't.
Ann: What'll happen?
Jeff: I don't know. It's been a long time. I don't know how much he knows.
Ann: Don't go, Jeff.
Jeff: I've got to. I'm tired of running. I'd better clean this up someway. Just one thing, Ann. Do you want me to come back?
Ann: Of course.

Whit: You know San Francisco, don't you?
Jeff: Yeah, I was there once at a party.
Whit: Then you get around.
Jeff: Like the monkey and the weasel.

Kathie: I had to come back. What else could I do?
Jeff: You can never help anything can you? You're like a leaf that the wind blows from one gutter to another. You can't help any thing you do, even murder.
Kathie: You can't say it was that.
Jeff: I can say one thing. I buried him. What did you tell him? About us? But you couldn't help it, could you Kathie?
Kathie: He knew it. He looked right into me. He knew it.
Jeff: How much?
Kathie: What, Jeff?
Jeff: I mean about Fisher. Did he look into you for that too?
Kathie: No, I didn't tell that.
Jeff: Don't lie to me.
Kathie: I didn't. I wouldn't tell him that. I wouldn't tell anyone that. I swear it Jeff. Believe me.
Jeff: Sure, sure I believe you.
Kathie: I didn't know what to do. I was always afraid of him, and afraid of what I'd done. I couldn't live that way anymore. I couldn't stand it. Jeff, I've missed you. I've wondered about you, prayed you'd understand. Can you understand?
Jeff: You prayed, Kathie?
Kathie: Can't you even feel sorry for me?
Jeff: I'm not going to try.
Kathie: Jeff.
Jeff: Look, just get out, will you? I have to sleep in this room. Just leave it where it all is. Get out.

Jeff: Just remember, I'm coming out of this in one piece, Miss Carson.
Meta: Do you always go around leaving your fingerprints on a girl's shoulders? Not that I mind particularly. You've got nice strong hands.

Jeff: Meta always talked about you like you were the ninth wonder of the world.
Eels: She skipped one.
Jeff: For me, it must be the eighth.
Eels: All women are wonders because they reduce all men to the obvious.
Meta: So do martinis.

Eels: Your uh... cousin is a very charming young lady.
Jeff: No he isn't. His name is Norman, and he's a bookmaker in Cleveland Ohio.

Meta: You are an idiot.
Jeff: So's he.
Meta: You think so?
Jeff : Why not? He's in love with you.

Jeff: Doesn't your conscience bother you, crossing a nice guy like that?
Meta: Maybe he isn't such a nice guy. Maybe he crosses people too.

Petey, Taxi Driver: [after seeing Meta] Nice
Jeff: Awfully cold around the heart.

Jeff: Is there a slip up baby? Did you by any chance send your friend up there to find Eels dead?
Kathie: No Jeff.
Jeff: Tell me. Tell me.
Kathie: Don't Jeff.
Jeff: Don't what?
Kathie: I don't want to die.
Jeff: Neither do I baby, but if I have to, I'm going to die last. Something slipped up, didn't it? They told you they were gonna knock him off, and they haven't done it, have they? They haven't because I tipped him off. He blew.
Kathie: He's all right?
Jeff: Didn't you want him to be?
Kathie: Yes, yes, because if he died, they'll say you did it.
Jeff: You're wonderful Kathie. You're magnificent. You can change sides so smoothly.
Kathie: Don't Jeff. You're hurting me.

Jeff: Whit wants to get Eels out of the picture. He wants to square an old account with me. Two birds together...A redhead takes me up to visit the chump who has to go. I have a drink. Leave my prints around. I leave and somebody gets him. Eels dies and the tax papers...They were in the briefcase that Meta took, weren't they? Papers go back to Whit. I'm the fall guy. There's only one thing missing - a plant. What was there to give me a motive? I wouldn't kill a guy for a martini. Tell me Kathie.
Kathie: They made me sign it.
Jeff: Sign what?
Kathie: An affidavit.
Jeff: Go on.
Kathie: I couldn't help it Jeff. They made me sign it. I swear I couldn't help it. They said they'd find the body and tell the police I killed him.
Jeff: Fisher. Then you did tell them about Fisher when you told them I did it! Perfect. Foolproof and beautiful. That Whit can really hate, can't he? You said it once, he can remember.
Kathie: I never stopped hating him Jeff. I couldn't help myself. I was caught too. We don't have to be against each other now.
Jeff: Aren't we?
Kathie: No, we can break out of it. All we need is the briefcase. Then we've got them, Jeff. We can get anything we want from them.
Jeff: I'd like that affidavit you signed.
Kathie: We can get it. It's in Eels' office safe. We can make Meta get it. We can make them do anything.
Jeff: Sure.
Kathie: Oh, Jeff. You ought to have killed me for what I did a moment ago.
Jeff: There's time.
Kathie: No, you won't. I've never stopped loving you. I was afraid and no good, but I never stopped, even if you hated me. Did you?
Jeff: Yes.
Kathie: But you don't now.
Jeff: No.
Kathie: We could be together again, in a way we never were. We can go back to Acapulco and start all over as though nothing had happened. [They kiss]

Kathie: Things are mixed up.
Whit: Bailey mix 'em?
Kathie: I can't talk on the phone. We're trying to get a plane.
Whit: But you're bringing me something.
Kathie: No Whit. I can't explain now darling.

Rafferty: What do you want?
Jeff: I want the affidavit that Meta put in Eels' safe when she took the files out. A lie that somebody put on paper that I killed a guy named Jack Fisher. Because, you see, I only buried him. And you don't get the gas for being the undertaker.

Jeff: What are you scared about? Joe isn't coming back. He got careless and fell in the river. Did you hear what I said? Joe's dead, Kathie. Can't you find some tears for him?
Kathie: Do you think I sent Joe?
Jeff: Oh, you're wonderful Kathie.

Jeff: You take the frame off me. You pin the Eels murder on Joe.
Whit: Sure, sure.
Jeff: I get a modest settlement, say, oh, say $50,000. That should be enough for me to spend my waning years in Mazatlan. Not Acapulco, because I'd keep thinking about you Kathie, up there in the women's prison in Tehatchapie. It won't be too bad. Hills all around you. Plenty of sun. You make me nervous. You'd be happier if you let the cops have her Whit. That's what you'll have to do. Somebody's got to take the rap for Fisher's murder. It's not going to be me.
Whit: Wait a minute. I'm not framing any woman.
Jeff: When did you reform? I wouldn't try it, Whit, you're out of shape. Besides, it's not a frame. She shot him.
Kathie: He was going to kill you.
Jeff: You see Whit, self-defense. A cinch to beat. She might not even have to do time.
Kathie: I'll say you killed him. They'll believe me.
Jeff: Do you believe her? Go on Kathie, tell him about Joe. Last time I saw him, he was in the East Walker River.
Kathie: I didn't send him after Jeff. It was his own idea.
Whit: [to Jeff] Did you kill him?
Jeff: He slipped and fell. When I got there, it was too late. That's a mean river.
Whit: He was trailin' you?
Jeff: Well, you don't go fishing with a .45 in your hand.

Ann: Was it the same?
Jeff: I saw her and it was nothing.
Ann: She can't be all bad - no one is.
Jeff: No. She comes the closest.
Ann: Are you going to see her again?
Jeff: Tonight for the last time.
Ann: Then look at her, look at yourself, and be very sure that there isn't even a little bit of love left for her. Then when you find out and you know it once and forever, send for me.
Jeff: I don't have to find out. I know it now. [They kiss]
Ann: That's all I wanted to hear.
Jeff: You know, maybe I was wrong and luck is like love. You have to go all the way to find it.
Ann: You do to keep it.

Kathie: Don't you see you've only me to make deals with now?
Jeff: Build my gallows high, baby.
Kathie: No, no, we're starting all over. I want to go back to Mexico. I want to walk out of the sun again and find you waiting. I want to sit in the same moonlight and tell you all the things I never talked to you - till you don't hate me, till sometime you'll love again.
Jeff: They'll always be looking for us. They won't stop till we die.
Kathie: I don't care. Just so they find us together. If you're thinking of anyone else, don't. It wouldn't work. You're no good for anyone but me. You're no good and neither am I. That's why we deserve each other. [They kiss]

Kathie: Jeff, we've been wrong a lot, and unlucky a long time. I think we deserve a break.
Jeff: We deserve each other.


  • A MAN - Trying to run away from his past... A WOMAN - Trying to escape her future!
  • A guy without a fortune! A girl with too much past!


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