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The truth about Threat Level Midnight on The Office

After seven seasons as Michael Scott, the often ineffective yet big-hearted boss at the Scranton branch of Dunder Mifflin, The Office had to say goodbye to its star Steve Carell. The writers knew that they would have to spend the episodes ahead of his departure celebrating the man who helped make their show such a resounding success. In one of those seventh season episodes, "Threat Level Midnight," the writers behind The Office brought life to one of Michael's best creations (which NBC released years later as a full-length short film online).

The episode uses a plotline from the season 2 episode "The Client," in which Michael's employees accidentally stumble upon a script he's written while the boss himself is out pursuing a big client. The script's lead character, Agent Michael Scarn (clearly a thinly-veiled self-insert for Michael himself), sets out along with his completely inept sidekick Samuel L. Chang to save the day from the evil Goldenface. Of course, he prevails.

Thankfully, just before Carell left the show, the writers saw fit to make "Threat Level Midnight" a reality, and a lot had to come together to make that happen. In Andy Greene's new book The Office: The Untold Story of the Greatest Sitcom of the 2000s: An Oral History, the cast and crew recall what went into making "Threat Level Midnight," and how Michael's script finally made it to the screen.

One last hurrah for Steve Carell

As Greene wrote, "At Steve Carell's urging, B.J. Novak penned an episode near the end of Michael's time at Dunder Mifflin where he screens the movie, which he's been filming slowly over the past seven years using the entire office as his cast. It meant not only bringing back old characters like Karen, Roy, and Jan, but carefully de-aging the main cast so they'd look period appropriate. It was an enormous undertaking."

Novak, who also played Ryan Howard during the show's entire run, said, "We did a greatest hits of Steve Carell before he left. 'What do we want to see?' And this was one of them." Writer Amelie Gillette agreed, calling the episode "a dragon the writers wanted to slay for a long time." Writer Peter Ocko added that "being able to do that in particular was a lot of fun." However, everybody knew who was responsible; as writer Halstead Sullivan put it, "That was really B.J.'s baby."

There were a lot of initial logistics to consider, especially hair and makeup. Assistant director Steve Burgess explained that the crew "brought everybody back for one day or a half a day to do their little pieces as if Michael Scott had been doing this throughout the whole thing." Producer Randy Cordray remembered, "Hair and makeup and costume had to match the look from the earlier seasons. We had a lot of research time where we would go to editing with the department heads and we would print off stills so that they had matching stills to match from for hair and makeup. We tried to maintain the integrity of the joke that this had been shot during the previous seven seasons."

The practical realities of "Threat Level Midnight"

At first, the writers actually weren't sure where they wanted to set Michael's fictional film, and even considered shooting it outside of the office. "That was a big discussion for a while," Gillette remembered. "It would have been very cool to have it that way, but it's hard to do something that breaks the form so much in a network television show." Novak agreed, saying, "I think it's a very entertaining and substantial work on its own, as Michael Scott's film, but it simply felt out of context to simply air the way that we normally air The Office, without including any background reactions, or consequences to the characters." As director Tucker Gates put it, he wanted to "ground it in the world."

Production also meant that they had to bring back actors who were no longer on the show, like Rashida Jones, David Denman, and Melora Hardin — who played Karen Filippelli, Roy Anderson, and Jan Levinson, respectively — though there were some actors that simply couldn't make it. Cordray recalled, "We tried to get Amy Adams [who played Jim's girlfriend Katy in the first two seasons]. I worked with [casting director] Allison Jones on this and we were even willing to shoot her stuff completely out of order, on another week if necessary, but we just couldn't make it work. Her feature schedule was just too busy." Though the writers had a great idea for Adams to play a "floozy" who ends up in bed with Michael, Adams couldn't make it, but Cordray says she did send a "very nice note thanking everyone and wishing that she could participate."

A ton of thought went into "Threat Level Midnight"

Of course, the small details were important, and the writers left no stone unturned, especially when it came to Michael Scarn's secret mission: "to stop Goldenface from blowing up the NHL All-Star Game." Novak remembered, "I always liked that he saved all-star games, which to Michael Scott would be more important than championship games but most sports fans know are kind of irrelevant."

The crew also had to figure out how to make the movie that Michael, a man of limited technical skills, could have actually produced, while making sure it wasn't agonizing for real audiences. As Gates recalled, "Some people said, 'Well, the production values were too good for a Michael thing. He would have shot it on a phone.' But I really looked at it like it was his life's project. He watched all these James Bond films and he would have wanted to try and re-create those things. He may not have had a dolly, but he would have made something that could have given him a dolly feel. I really wanted to see the aspiration and the heart that he put into it and the homage that he was trying to play with however awkward or amateurish it was. Michael had an aspiration to make something great. This was his opus."

Novak agreed: "We didn't want the joke of the episode to be how bad he was at filmmaking, which would be a little too easy and actually a little out of character; we wanted it to be more about how he actually did a heartbreakingly good and diligent job on doing something completely ridiculous."

The origin of "The Scarn"

As any fan remembers, one of the most memorable scenes in the entire episode comes when Michael goes to a bar and performs a line dance called "The Scarn" alongside several other co-workers from the office, all of whom inexplicably know the dance.

The dance, choreographed by Mary Ann Kellogg (who also worked on previous Office segments like the "Cafe Disco" episode and Pam and Jim's wedding dance), made filming a ton of fun. As Burgess recalls, "A big problem was people laughing when they weren't supposed to be because it was just so funny." The writers even figured out why people like Rashida Jones' Karen would have even participated; as Novak said, "[that] would have been filmed right after Karen transferred to Scranton, so she would have been a brand-new employee in a new city, eager to fit in; you can even see her going the extra mile to play along pretending to 'learn' the Scarn dance the first time Michael demonstrates it." Their efforts paid off, and "The Scarn" remains one of the funniest, most ridiculous parts of Michael's fake film.

Michael's dreams finally come true with "Threat Level Midnight"

Michael is, of course, incredibly excited and proud to share his film with his co-workers. Unfortunately, they all think it's ridiculous, because it is. Though Michael is initially angry at everybody, including his girlfriend Holly Flax (Amy Ryan), for making fun of him, he eventually realizes his film is a total mess and sits down to enjoy it with all of his friends.

Novak remembers, "This was Paul [Lieberstein]'s idea, that Michael has a very active fantasy life and as his reality becomes more fulfilling, he has to let go of it." Now that Michael is finally reunited with Holly, the love of his life, he's almost at his own personal finish line, and his masterpiece just doesn't really matter to him anymore, providing a perfect button to his character arc.

Ultimately, the show handled Michael's movie in the perfect way, giving an amazing sendoff to both Michael and Carell himself. As Kate Flannery, who played Meredith Palmer, said, "That whole episode was odd and could have been so mishandled, but it wasn't. B.J. is just such an amazing writer and I feel like he's so wise beyond his years. I never ever questioned any of his writing choices, ever."

If you want to revisit the highs and lows of "Threat Level Midnight," you can stream it on Netflix now, but soon, that episode — along with the entire series — will move to NBC's new streaming service, Peacock.

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