Out of the Past (1947), (aka Build My Gallows High, its title in Britain), is one of the greatest, multi-layered film noirs of all time. The downbeat screenplay was based on Geoffrey Homes' (a pseudonym - his real name was Daniel Mainwaring) 1946 novel Build My Gallows High, a book that consciously imitated Dashiell Hammett's The Maltese Falcon (1941). (An uncredited James M. Cain wrote some of the script.)

Director Jacques Tourneur, who collaborated with legendary producer Val Lewton, was well-known for his subtle horror films, including Cat People (1942) and I Walked With A Zombie (1943). (And this film marked the third and final time that Tourneur worked with cinematographer Nicholas Musuraca.) His masterful ability to create a doom-laden, dark, shadowy mood of terror, assisted by black and white cinematographer Nicholas Musuraca, is perfectly blended into this tragic film noir classic. Unfortunately, the film was ignored and lacked even a single nomination by the Academy of Motion Picture Arts and Sciences.

The quintessential classic film noir masterpiece from RKO, a definitive flashback film of melodramatic doom, contains all the elements of the genre. First and foremost, there is an irresistible but deadly, chameleon-like femme fatale (Greer) who is the object of romantic fascination and erotic obsession for both a detective (Mitchum) and a gangster (Douglas). Themes of betrayal, corruption, fatalism and a cynical, perverse, and a morally ambiguous atmosphere are all interwoven and entangled together in a confusing and convoluted dark plot (mixing narrative flashback with linear narrative) with both double- and triple-crosses. Eventually, all three individuals meet their inescapable, tragic ends typical of a Shakespearean-level tragedy.

The three major figures in the film are iconic symbols, perfectly and vividly portrayed: the sleepy-eyed, ill-fated, joyless and laconic investigator Jeff (Robert Mitchum in one of his defining roles), lethal and slick racketeer/gangster czar Whit (Kirk Douglas in his fourth film), and the self-indulgent, lethal, and erotic enchantress Kathie (Jane Greer) - she ultimately has the upper hand over both male leads.

Director Taylor Hackford's remake, titled Against All Odds (1984), starring Jeff Bridges, James Woods and Rachel Ward (and with Jane Greer in a cameo role as the mother of her original character), was an inferior work.

The film opens as a car drives along the highway into the small resort town of Bridgeport, California at the foot of the Sierra (79 miles from Lake Tahoe on a road sign viewed during the credits). The driver pulls his car into the small Mono Motor Service garage and gas station, managed by Jeff Bailey (a former detective), according to a prominently-displayed sign. The station's attendant is a mute boy, a kid named Jimmy (Dickie Moore).

The dark stranger asks the kid: "Where's Bailey?" and quickly learns that the boy is "deaf and dumb." Going across the street to Marny's Cafe, the stranger overhears waitress Marny (Mary Field) mention to a customer that romancer Jeff Bailey goes "fishing" every day with his girlfriend: "Two things I can smell inside a hundred feet. Burning hamburger and a romance." He asks Marny about Bailey, intuitively thinking he might know him: "I often wondered what happened to him. And one day, I'm breezin' through here, and there's his name up on a sign."

By a beautiful Sierra lake, Jeff (Robert Mitchum) is fishing with and courting his sweet, local girlfriend/fiancee Ann Miller (Virginia Huston), who views the cloudy sky: "They say the day you die your name is written on a cloud." [Throughout the film, she is identified in pastoral, peaceful, well-lit, and safe environments, when compared to the other female in the film, Kathie, the darker, more exciting femme fatale.] She also describes how people talk about him as the "mysterious Jeff Bailey." Suddenly, Jimmy appears nearby, summoning Jeff with signs to come back to town to speak to a stranger. Obviously, Ann doesn't know everything about him: "You sure are a secret man."

At the station, laconic, heavy-eyed Jeff meets a former cohort/hoodlum Joe Stephanos (Paul Valentine). Joe's intuition was right about Jeff's identity - after a year, he has finally tracked down and found Jeff Bailey - an old acquaintance/ex-employee (private investigator) of his boss, gangster Whit Sterling. Bailey had tried to give up the crime-ridden city for a quiet life in the country. Stephanos tells Bailey that Sterling wants to see him at his mansion in Lake Tahoe, Nevada. The request is in reality an order that must be obeyed - a call to bring him out of retirement from a past that has caught up with him. Jeff has no choice - he cannot escape the claims of his past. He is a victim of his own prior actions and betrayal.

Typical of film noir, the story is narrated (in a mesmerizing voice-over sounding like the voice of fate) by the hero while driving toward his rendezvous with his past. To Ann, he reveals his secret, other self in his sordid past in a long flashback.

Jeff begins at the point in the story about three years earlier when his name was Jeff Markham (not Bailey) - a private detective in crime-ridden New York City, working with a partner, a "stupid, oily gent" named Jack Fisher (Steve Brodie). They were summoned to the fancy penthouse of a gambler/racketeer kingpin, an "operator" named Whit Sterling (Kirk Douglas) - an apt name for a smart financial operator.

At that meeting, Sterling complimented Jeff on his quiet, laid-back style:

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.

Sterling's girlfriend/mistress, Kathie Moffat (Jane Greer) had shot Sterling four times, connecting only once, and then had fled the scene. Fisher joked about it with a sexy wisecrack:

A dame with a rod is like a guy with a knitting needle.

The dame fled with $40,000 of Sterling's money. Taking Jeff into his diabolical web, Sterling hired Jeff to catch up with Kathie, agreeing on a deal and then explaining his motive for wanting her back - even after being shot by her:

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 (admiring his brains and integrity): 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.

As they left Whit's presence, Fisher told his partner Markham: "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?" Jeff didn't want Fisher along as his partner for the job, although he agreed to share the reward 50/50.

On the trail of the elusive woman, Markham spoke to Moffat's black maid Eunice (Theresa Harris) and learned that she took suitcases weighing 131 lbs. and had vaccinations before leaving for sunny Florida. Markham was suspicious: "You don't get vaccinated for Florida, but you do for Mexico." Hot on her unmistakable trail left for him to follow, he traced her to Acapulco, Mexico:

...How hot can it get, and 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.

Jeff's first sight of Kathie fulfills Whit's earlier observation: "When you see her, you'll understand better." He memorably describes how he first met the seductive femme fatale (when she first appears in the film and walks into his life) dressed in white but casting a sultry silhouette as she entered from the bright white, hazy outdoors into the dark Mexican cantina:

And then I saw her, coming out of the sun, and I knew why Whit didn't care about that forty grand.

Immediately, Jeff was mesmerized and infatuated by the dark-haired beauty (seemingly so innocent) with a broad-brimmed, white hat - unaware of her lethal charms at the beginning of their ill-fated affair. He attempted to make conversation:

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?

And then she leaves just as quickly after telling him of a bar she sometimes frequents in the evenings. As the flashback continues, he tells Ann that they were attracted to each other from their very first encounter. The Acapulco telegraph office was closed for siesta so Jeff couldn't wire Whit that he had found Kathie, reacting: "I was glad it was and I suddenly knew why."

At the bar, he sat waiting for her, not having any assurance that she would show:

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.

The next night, she appeared as he had predicted:

She waited until it was late. And then she walked in out of the moonlight, smiling.

Although he called their second meeting a "coincidence," Jeff told her that he had been waiting there for two nights - he had only been told about a place to meet her. From the very start of their romance, they were oblivious to each other's past.

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.

They left the bar to gamble on a game of roulette [a metaphor for the risk and chance factor in their lives]. Kathie laid down large sums of money on each turn of the wheel:

Jeff: 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: (hedging) 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.

They shared a romantic interlude on the beach in the moonlight, (framed by entrapping fishing nets), but she already had guessed his true identity and sensed that he had come to take her back to Whit:

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.