The Overlook In The Overlook, A.V. Club film critic Ignatiy Vishnevetsky examines the misfits, under-appreciated gems, and underseen classics of film history. Prev Next View All

“All of my heroes are self-made: Rocky, Scarface, all the guys from The Godfather.”

—Pain & Gain


Between October 1994 and May 1995, a group of Miami bodybuilders—later dubbed “the Sun Gym Gang”—committed a string of shockingly violent crimes, which began with the kidnapping and torture of a Schlotzsky’s franchise owner and ended with the murders of a phone sex mogul and his wife, who were found dismembered in 55-gallon drums. The Sun Gym Gang’s crime spree was marked by recklessness, improbability, and incompetence: They moved into their victims’ houses and drove their cars, spending lavishly and telling people they were CIA agents; had more accomplices and witnesses than they could keep track of; failed to kill people they meant to and accidentally killed people they didn’t. In fact, it was because their crimes were so unbelievable that the Sun Gym Gang was able to get away with them for so long; their first victim, the Schlotzsky’s franchise owner, was forced to hire a private investigator because police didn’t believe his story.

Michael Bay’s 2013 black comedy Pain & Gain recasts the story of the Sun Gym Gang as a grisly, absurd farce about muscle-bound idiots looking for meaning, with multiple narrators, extended asides, and grandiose flourishes. It’s the macho stylist’s take on Casino-era Scorsese, right down to the extended Rolling Stones cut—“Can’t You Hear Me Knocking,” a song that’s actually featured in Casino. The film is swaddled in ’90s decadence, from the baroque-print Gianni Versace silk shirts to the Plymouth Prowler in signature purple—an anachronism, but still effective shorthand for excess spending and bad taste. Many critics hated it, including our own Nathan Rabin.


Dwayne Johnson in “Pain & Gain”

But though I think Pain & Gain is under-appreciated, I wouldn’t call it completely misunderstood. For one thing, it got Bay some of the best reviews of the latter part of his career, in addition to the pans. For another, most of the things singled for criticism by the film’s detractors are true; they’re part of the appeal. It is loud and garish and excessive, and it drips with contempt for almost all of its characters, the exception being Ed Du Bois III (Ed Harris), the private investigator. You either find those qualities off-putting or exhilarating.


The screenplay, adapted from the same-titled three-part series that ran in the Miami New Times in 1999, was by Christopher Markus and Stephen McFeely, the writing duo behind Marvel’s Captain America films, which are much more subtle in the way they tweak rah-rah American imagery. In the storied tradition of American crime movies, Pain & Gain is about a perverted pursuit of the American dream. The movie’s worldview—and it certainly has one, as off-putting as it may be—is best exemplified by the composite character of Paul Doyle (Dwayne Johnson, in what’s still his best performance), a childlike giant desperate for anything to give him meaning: first born-again Christianity; then the Jewish identity of kidnapee Victor Kershaw (Tony Shalhoub), the movie’s version of first victim Marc Schiller; then cocaine. If there’s anything potentially corrosive about Pain & Gain, it’s the fact that money doesn’t play that much of a role in the characters’ motivations, being mostly just the stuff that rains through the frame in slow motion.

Instead, the corrupting forces are self-actuation, self-improvement, and self-fulfillment. Pain & Gain plays fast and loose with the facts of the case; its signal departure is the addition of Jonny Wu (Ken Jeong), an exaggerated parody of Tom Vu, the Florida infomercial king of the era, who took to the late-night airwaves with a bullying pitch and armloads of bikini-clad women. Wu—framed in front of a banner that reads, “Get Off Your Lazy American Ass”—hosts a financial seminar for an audience of dimwits, including eventual Sun Gym Gang ringleader Daniel Lugo (Mark Wahlberg, at his most beefed-up and lunkheaded). And though Wu promises wealth through real-estate speculation, what sticks with Lugo is his meaningless catchphrase: “Don’t be a don’ter; do be a doer.” As the world-weary Du Bois declares over the epilogue, “The only thing they weren’t found guilty of was the one thing they were most guilty of: being dumb, stupid fucks.”


Mark Wahlberg and Anthony Mackie in “Pain & Gain”

The Sun Gym Gang—here reduced to Lugo, Doyle, Adrian Doorbal (Anthony Mackie), and putz accomplice John Mese (Rob Corddry), owner of the eponymous fitness club—are scammers and con artists who are themselves suckers, and everyone is parroting someone else. (One throwaway exchange implies that Wu may be repeating slogans he learned in Alcoholics Anonymous.) No one could ever accuse Bay of subtlety, and in Pain & Gain, he goes out of his way to sneak American flags into as many shots as possible: in offices, behind the counter of a gun store, on the marquee of a bodybuilding competition funded with money extorted from Kershaw, in the warehouse where the Sun Gym Gang keeps him blindfolded. In the scene where the bodybuilders abduct Kershaw, Bay manages to sneak flags into two consecutive shots: in the sale signs of the store Kershaw is leaving, then on the spare tire cover of a Jeep. Pain & Gain may hold the record for most ironic uses of the Stars And Stripes, though Bay is a little more shrewd than he’s generally given credit for being.


The massive American flag that covers one wall of the Sun Gym is intentionally framed out or left out-of-focus in early scenes. The first time a flag makes it into frame, it’s during a flashback to Lugo’s past in Medicare fraud, where a flag stand cuts the space between Lugo and a couple of potential marks; the first time one appears completely unfurled, it’s on the wall behind Lugo as he pleads guilty in the next scene. Flags become markers of criminality—which is, admittedly, a dry way of phrasing one of several broad strokes in a crass, violent movie that has a subplot about steroid-induced impotence and a scene where a coked-out-of-his-mind Dwayne Johnson feeds his severed toe to a Chihuahua. The closest thing Pain & Gain has to a competing visual motif is fake sex: sex toys, $75,000 worth of which were reportedly stolen from the set; strippers; phone sex operations; body-building-themed porn; penis pumps; the breast implants used to identify the body of one the gang’s victims. (Inevitably, the two motifs converge in the form of flag-adorned dildo packaging.)

Mark Wahlberg in “Pain & Gain”


Pain & Gain is overworked and gaudy, and as visually hyperactive as any of Bay’s blockbusters, despite its much smaller budget; it bursts with extreme low angles, distorted close-ups, and over-saturated colors. Its primary mode is overkill, typified by an entirely invented episode in which Doyle robs an armored car courier, gets shot in the foot while escaping underwater, and then shows up at a wedding with his face stained toxic green by the explosive dye pack. Some parts of it don’t seem to have much of a purpose, like the romance between Doorbal and impotence clinic nurse Robin (Rebel Wilson). And yet, it’s the most cohesive of Bay’s later films, never wavering in its pessimism and misanthropy. As far as Pain & Gain is concerned, this is a country of rubes who want to get big and live large because they believe it’s their destiny.

It’s hard to think of a recent film that’s as negative about America and everything it’s supposed to represent, or one that tries to undercut as many institutions, from organized religion to the neighborhood watch—all the while still finding time for some less-than-glowing product placement. (When you need to get a chainsaw to dismember a body, go to Home Depot.) And yet, Bay’s middle-finger-in-the-air extravaganza is both quintessentially American and self-destructive; it has the unintended side effect of undercutting the jingoism of his other films, sending everything crashing in a hurrah of explosions, splatters, and confetti. It’s pyrrhic filmmaking at its most out-of-control.


Next guest: Wild man cinematographer Christopher Doyle made his directing debut with 1999’s little-seen, multi-lingual Away With Words.