Back in the 1990s, Mississippi lawyer-turned-novelist John Grisham was hot. After his novel The Firm was made into hit film starring Tom Cruise in 1993, a succession of films followed: The Pelican Brief also in ’93, The Client in ’94, A Time to Kill and The Chamber both in ’96, then 1997’s The Rainmaker, which was directed by Francis Ford Coppola. Not to be confused with the 1956 Burt Lancaster classic – this film is not a remake of that one – The Rainmaker tells the story of Rudy Baylor, an up-and-coming good-guy lawyer in Memphis, Tennessee, whose sketchy cohorts, victimized clients, and powerful opponents keep him on his toes throughout the movie. 

The Rainmaker opens with a black screen leading to a calm introductory narrative from Rudy Baylor (Matt Damon) about why he became a lawyer. Quickly, the black screen shifts to a series of scenes with Baylor helping people with legal work, and we’ll soon find out that these are among our minor characters in the film. During the narrative, Rudy Baylor tells us that his abusive father hated lawyers, but that’s not why he became one; he became one to help people, like the Civil Rights lawyers in the 1950s and ’60s, who, he tells us, were doing the work that lawyers should be doing. We then watch Rudy studying all alone, and we also find out that he also tends bar and has to lower himself to serving pitchers of beer to his arrogant and snobbish law school classmates, whose family connections will land them in the sweet gigs. What Rudy really needs, he tells us, is a job.

But there are too many lawyers in Memphis, Baylor continues, as the imagery shifts a succession of ambulance-chaser billboards. So Rudy gets that job through his boss at the bar, a fat man with a pony tail and a purple suit named Prince. He will be working for J. Lyman “Bruiser” Stone (Mickey Rourke). Baylor admits in the overdubbed narration that it is embarrassing to work for a lawyer named Bruiser, but it’s the offer that’s there. Prince vouches for him, and we learn that the Prince and Bruiser are close confidantes and partners, who have not only a law firm but other businesses as well. The deal that Bruiser offers Rudy Baylor is a draw and one-third of the fees he generates, but Rudy will have to pay Bruiser back if his fees don’t meet his draw— a plan commonly known as pay-to-play. Rudy is tentative but yields, explaining that he already has two cases lined up from a free law workshop: a wealthy elderly woman redoing her will, and a case against insurance giant Great Benefit. Bruiser seals the deal with a handshake and calls in Deck Shifflet (Danny DeVito) to  show Rudy the ropes. 

Deck will be Rudy’s righthand man from here on out. Rudy follows the busy little man around the busy office as he eats Chinese takeout, then they stop in a conference room that Deck calls “the law library.” Deck admits that he finished law school five years ago and has failed the bar exam six times, but his value to Bruiser lies in the fact that he used to work for a big insurance company, so he knows the ins-and-outs. Rudy is still a bit nervous and overwhelmed by both the sketchy scene he is entering and the fact that he will soon take the bar for the first time.

Out in the parking lot, Deck tells Rudy, “Bruiser owns all this,” as he points to a sleazy strip mall and an adjacent strip club, adding, “You can’t really call this a firm. It’s every man for himself.” They walk to Rudy’s compact car, which is piled high with his belongings, and Deck asks, “You moving?” to which Rudy replies, “Evicted.” Next, the two wannabe lawyers look over the insurance policy for one of Rudy’s two clients, and Deck calls it “the scratch-and-sniff armpit of the insurance industry” and tells Rudy, “The blacks call this ‘streetsurance.'” What should Rudy do then? Sign ’em up.

Dressed in a suit, Rudy is next seen trotting up the stairs of an older home as the neighbor’s dogs bark viciously at him. The woman, Dot Black, who answers the door barely remembers him, and she says, “I thought you’s a Jehovah’s Witness.” Rudy has come to have the family sign the paperwork to sue Great Benefit for refusing to pay for treatment for her adult son Donny Ray’s leukemia. In the dining room, they look over the paper, as Mrs. Black dangles a cigarette from her lip, while Mr. Black can be seen sitting in an abandoned car outside. She explains that he has war injuries and “ain’t right in the head” now, then she asks if Rudy wants to meet Donny Ray. Rudy says, “Not right now,” and proceeds with his papers, but Donny Ray comes in. He is smiling but gray and sickly-looking, and while Mrs. Black tries to get her drunk husband in the car to sign, Donny Ray’s nose begins to bleed profusely. As the scene ends, they are putting their signatures on the blood-spattered contract.

Next, we meet Mrs. Birdie, Rudy’s other client. She is a meek elderly woman, who lives in a large, older home. She wants Rudy to draft her will such that a televangelist will get all of her money so he can buy a new jet, but Rudy tries to dissuade these changes. On his way out, Rudy notices a garage apartment behind the house and inquires whether she might rent it to him in exchange for yard work. She agrees, and Rudy is no longer homeless.

After a little lesson on ambulance-chasing at the hospital with Deck, Rudy is set up to meet his third client. He has been taken along with Deck who demonstrates a smooth-talking sign-up of a man who has been in a car wreck, then Rudy goes back to the law offices to study. Bruiser comes in and tells him to study on his own time, then hands Rudy a paper on a woman he should try to sign up himself: Kelly Riker, a pretty, young spousal-abuse victim. While waiting on Kelly to come downstairs into the hospital cafeteria, Rudy runs across an article in the newspaper that the FBI is investigating Bruiser and Prince, but his reading is interrupted when a beat-up Kelly and her abusive husband Cliff appear. What begins as a calm interaction then explodes when Cliff stands up, screams at Kelly in front of everyone, and throws their drinks onto her.

Back at the law office, Deck gives him the skinny: Cliff has beaten Kelly with a baseball bat and tried to attack the cops who came to arrest him. In a side note, Deck also explains that Mrs. Birdie did once have millions of dollars, left to her by a second husband, but that money was squandered and taken until now there was only about $40,000 left. Sorry, Rudy . . . Back at the hospital though, Rudy manages to introduce himself to Kelly, who is alone this time, and we sense that the love-story side plot is being added on. Their talk is interrupted by a call from Bruiser to see if Rudy has signed her up yet, and an orderly comes to wheel Kelly away. 

Now, Rudy is in the thick of it. In the next scenes, he is coaxing Kelly into filing for divorce after her husband got irate with her at the hospital again; he finds Mrs. Birdie’s middle-aged son and daughter-in-law snooping around the will he is writing; and he goes to the Black’s house to pick up Donny Ray to get out and about. They drive by a softball game to check on Kelly, and Rudy brings Donny Ray to meet Mrs. Birdie. And while he’s cutting her grass, Rudy gets the letter— he passed the bar! 

Immediately afterward, at a celebratory lunch, Bruiser tells Deck and Rudy that he is giving them each $5,500 from a settlement that came in from that car-wreck victim in the beginning of the movie. He is proud of both of them and is glad that Rudy is now a full-fledged lawyer. After a moment, though, Bruiser has to leave, and a nervous Deck pulls out a newspaper article about Bruiser and a grand jury. Deck suggests forcefully that they quit and go out on their own, a suggestions that Rudy balks at initially. But they do it, and next we see, they’re setting up an office in a dusty wreck of an abandoned building.

Passing by the law offices of J. Lyman Stone to get his files, Rudy finds the FBI there, chaining the doors. This is not good, so he keeps driving. But the next hurdle is already there. It is the morning to argue against Great Benefit’s motion to dismiss the Black’s case. Of course, Bruiser doesn’t show up, so Rudy and Deck are there alone— and Rudy without a license. Unfortunately for our heroes, the judge is a grouchy old codger named Hale who coughs incessantly as he rejects the inexperienced and unlicensed lad who has dared to walk into the courtroom. But the defense lawyer Leo F. Drummond (Jon Voight) offers to stand for the young man to get the proceedings moving. We have now met our main villain, the high-priced Southern lawyer with his cadre of backup lawyers, among them the asshole law-school classmate who belittled Rudy when he was a bartender. So, Rudy is in business, and he has managed to dive into the proverbial deep end. In a shifty “tag team,” Drummond and the judge attempt to coerce Rudy into a $75,000 settlement so the judge can save face and not dismiss the case outright. But Rudy takes it home to the Blacks, and they all agree on refusing it.

Then Rudy gets a break. Judge Hale, the coughing antagonist of the earlier hearing, has died, and his replacement is Tyrone Kipler, a black Civil Rights lawyer who sues insurance companies and hates Drummond’s law firm. In a morning meeting that follows the refusal of the settlement, we see how the tide has shifted. The new judge has Drummond on his heels, but also recognizes that Rudy is in way over his head. Nearing the one-hour point, in this two-hour-and-fifteen minute film, we’re beginning to feel like Rudy has a chance. 

Once again, the plot gets busy. Rudy, Judge Kipler, and Drummond’s team have a deposition with Donny Ray at the Black home, because it is acknowledged that the boy may die soon. The gathering is an uncomfortable affair that has to be moved outside due to the number of people who would be cramped in the house. Curious neighbors gather in the street and at the fence to see what is going on. Meantime, Rudy visits the jewelry store where Kelly works after receiving a mailout advertisement from her, then she meets him down the street at a movie theater. She tells him about her marital problems, then kisses him before leaving abruptly. Before we know it, Rudy is on a bus to Ohio, to depose Great Benefit executives.

This scene in a corporate boardroom ratchets up our sympathy for poor Rudy Baylor. He is totally outgunned and has had to travel via Greyhound from Memphis to Cleveland. And once he gets there, Drummond sucker-punches him – probably in response to Judge Kipler’s treatment in the initial meeting – by making the trip virtually worthless. Half of the people who Rudy has come to interview are not available, two are even gone from the company. But Rudy gets in his dig, asking a cocksure Leo, in front of everyone, if he even remembers when it was that he sold out. Rudy Baylor doesn’t have much but he’s got cajones.

Back home, Donny Ray is dying, and Kelly is in trouble. She makes a late-night call to Rudy from the jewelry store, where she is hiding after being beaten again. A tearful Rudy agrees to help her and takes her home to live with Mrs. Birdie while it gets worked out. The tone of the story has taken a dark turn by this point, as Donny Ray’s funeral is held at the Blacks’ home. Deck advises Rudy, somewhat inappropriately, “Now, it’s a wrongful death suit. Gazillions!”

But the mood shifts, and the scenes that follow expose the likelihood that the defense lawyers have bugged Rudy’s phone. The underdog, two-man law firm concocts a scheme to expose the secret listening, which leads then to a semi-comical episode in the courtroom where Leo Drummond tries to expose jury tampering. The juror in question is played by country singer Randy Travis, who jumps out of the jury box and attacks the defense’s lead lawyer when he is accused to lying. Once again, Deck is the wild card that even experienced litigators can’t handle. 

After a brief scene where Kelly signs the papers to proceed with a divorce, Rudy and Deck are back in the courtroom to start the trial. First up is Dot Black, who does well with Rudy in creating sympathy, but she is chewed up and spit out by Leo Drummond. This is a woman whose son has just died after being denied medical treatment, and Leo, though he wins the battle, may be losing the war. 

After that lousy day in court, Rudy’s problems get worse in the evening. He takes Kelly to her apartment to get her things while her husband is out, but he comes home. A violent fight ensues, with both Kelly and Rudy trying to stop him, but eventually it takes abuser’s own aluminum baseball bat to do the trick. When it looks like Rudy will have to finish off the man, Kelly orders him out of the apartment and finishes the job herself. The police come, and Rudy watches from his car as Kelly is taken away in handcuffs for killing her husband. Rudy then meets her at the police station, but fails to get her released right away. Kelly is facing charges of manslaughter.

Back in court, Rudy has a man named Edward Luftkin on the stand. He is the Vice President of Claims and is made to answer for an ugly letter he sent to Dot Black, asking if she is “stupid, stupid, stupid.” The man is embarrassed by his own behavior, but the witness doesn’t accomplish much for Rudy. Except that Deck is also on the case, breaking into cars and digging through dumpsters, and what does he find? Jackie Lemancyzk, the claims handler who left Great Benefit two days before Rudy was supposed to depose her. Deck has brought her to Memphis, and in a shady motel room, she explains Great Benefit’s great evil: policies are sold in poor neighborhoods, they deny all claims, and they have their own departments so mixed up that no one knows what anyone else is doing. “Most people give up,” she says, “and this . . . is intended.”

On the stand, Jackie Lemancyzk is to be the bombshell. Her presence upsets the wealthy defense lawyers and corporate executives, and her testimony reveals a culture of corporate greed. However, Drummond will not simply lie down. He reveals that she had an affair with Luftkin and that her testimony is retaliation for her displeasure at being “a woman scorned.” Ultimately, she is a half-start, because the claims manual to which she will refer is deemed “stolen work papers.” Inadmissible. 

And this is where Bruiser comes back in. Deck makes a call, asking to get in touch with “Big Rhino,” and next we see Bruiser answers the phone at a sunny beach resort. Prince is behind him, passing drinks to two girls. They’re obviously having a ball hiding from the feds. Deck’s question is one that only a shady back-alley lawyer could answer: how do you get stolen work papers admitted into evidence? And Bruiser has the answer.

Now the sun is shining on Rudy! Down at the jail, he gets Kelly out to tell her that the DA has decided not to prosecute. But he can’t hang around and has to get to court. The CEO of Great Benefit (Roy Schneider) is on the stand, and Deck has to get started when Rudy is late. And what a surprise: Rudy will use the stolen work papers to ask the CEO all of the questions he would never want to answer. Leo objects but Rudy now has the precedents so back up his use of the papers. The whole scheme is broken wide open! Drummond is wincing, the jurors are glaring, and the young lawyer is glowing. It is revealed that all claims were denied and that Great Benefit is a horrible, greedy, terrible corporation full of uncaring monsters who value money more than people’s lives.

In the end, Leo Drummond gives the stereotypical conservative argument to the jury that a huge punitive judgment will cause premiums to spiral out of control, while Rudy lets a video of Donny Ray do the talking. When the jury comes back, they award the Black family $175,000 in damages— plus $50,000,000 in punitive damages, a staggering sum. But that money will never materialize. The CEO tries to escape to Europe, and the company declares bankruptcy. Rudy has slain the monster, but the gold has disappeared into thin air. Leo calls to rub Rudy’s nose in what he will never get, and Rudy takes it well, then fades away himself with Kelly. As for Deck, we know he won’t change, so it doesn’t really matter.

The Rainmaker is a combination legal-thriller and David-and-Goliath story, which builds interest through a Mark Twain-like conflict between connivance driven by morality (in the form of Rudy) versus connivance driven by immorality (in the form of Leo). In this movie, almost everyone is shifty and backbiting, but for some reason, some of them are good guys and some are bad guys. There’s nothing surprising about the film’s story – we recognize this ragtag assembly of underdogs, we know Rudy will win the case, we know Rudy and Kelly will get together – but part of its charm is in that predictability. We like to see the feisty young lawyer with his working-class sense of right and wrong – Robert Ebert called this “Grisham’s ground-level realism” – as he gets the best of mean, old, jaded men who steal money from poor people, all while taking care of “the least of these.” Rudy Baylor is good people.

What makes The Rainmaker Southern harkens back to Johnson Jones Hooper and the Southwest Humorists, whose stories in the early 1800s had the lowest and least-educated people consistently outwit that better class of people, all of whom were trying to outwit them. The Rainmaker is swimming in the perspective that everyone in the legal profession is full of shit – lawyers, judges, all of them – and also in the notion that the common man’s best tool to defend himself is street smarts. You’ve got to be able to bullshit the bullshitter. There’s that twinge of Twain, with tricksters everywhere, and Memphis does rest beside the Mississippi River, after all.  As we watch this film, we have to chuckle at all of the bad behavior, since we kind of expect it from this crowd, but it still isn’t hard to pick whose side we’re on. The good, hard-working Southern boy, the defender of the downtrodden . . . of course.

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