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"Threat Level Midnight" is the seventeenth episode of the seventh season of the American television comedy The Office and the 143rd episode overall. Written by B.J. Novak and directed by Tucker Gates, the episode aired on NBC on February 17, 2011 and was viewed by 6.41 million people.

For the in-universe movie, see Threat Level Midnight: The Movie.

Cold open

Michael Scarn is sitting at his desk, pretending to type when a delivery man tries to shoot him, but he dodges all the bullets. Michael Scarn then pulls out two revolvers and shoots the delivery man, who falls to the ground slowly while riddled with holes, as Scarn comments "clean up on aisle five" as a movie logo for "Threat Level Midnight" then appears. In a talking head, Michael Scott explains that "after three years of writing, one year of shooting, four years of reshooting and two years of editing" he has finally completed his movie: Threat Level Midnight.


Erin tells everyone that Michael has completed his movie and will let everyone watch it if interested. In a talking head, Jim and Pam comment that the movie is a great lost film and stars each employee from years' past, "It's like a home movie, if Michael Scott did your home movie" as Jim excitedly says. There was an original test of the movie, but everyone laughed because they thought it was a comedy, which Michael became offended by.


The Office - Threat Level Midnight

"Makes all the girlies feel alright"

As Michael invites Holly to see the movie as well, Pam and Jim remind everyone not to laugh no matter what, so that they can see the whole movie. Michael then plays the movie for everyone in the conference room, with everyone cheering as the movie begins.

The Narrator (Stanley) explains the story of Michael Scarn, "the best secret agent in the business" as newspaper clippings of his previous exploits of saving the NFL, MBA and NBA All-Star games are shown, along with news that his wife, Catherine Zeta Scarn was murdered by a man called Goldenface. A final news clipping is shown that Scarn has retired to "become a mild mannered paper salesman." Lying hungover in his bed, Scarn is awoken by his butler, Samuel Chan (Dwight). In a talking head, Dwight explains that he plays a robot butler, but Michael decided that Samuel was to be a very advanced android, thus being almost human in behavior. In another talking head, Michael insists that Dwight's character is not a robot. Back in the movie, Samuel tells Scarn that the President needs him for a mission, but Scarn insists that he is retired, until it is revealed that Goldenface is involved as "this makes it personal." In the Oval Office (the conference room redecorated), the President is shown to be played by Darryl, who reveals in a talking head that he took the role as he thought his daughter would benefit from seeing a black man as President, even if it was just in Michael's movie. Now that Obama is President, Darryl calls being in the movie a "what a stupid waste of time." In the movie, the President explains that Goldenface is planning to bomb the NHL All-Star Game, as well as taken all the concession stand workers hostage. The President also tells Scarn that his personal for him, since the stadium to be bombed is owned by him and is his retirement plan. After flipping a coin ten times to decide, Scarn accepts and says "Looks like there's gonna be a cleanup on aisle five." The office members cheer in the conference room, to Michael's delight.

The movie continues to show the hostages in the stadium, held by Goldenface (Jim), who are worried that no one will come for them. Goldenface tells them that "Someone is coming alright, the only man who would care, Michael Scarn." He further reveals that his plan is to lure Scarn to the stadium, kill everyone, "then I'm gonna dig up Scarn's wife and I'm gonna hump her real good" laughing as he finishes. As everyone in the conference room watches the scene uncomfortably, Jim reveals in a talking head that he did not love the dialogue nor the character, only choosing to take the part in the first place "to impress a receptionist who will remain nameless." Back in the movie, Scarn is seen driving as the Narrator explains that since tickets to the All-Star Game were sold out, he needed to get into the game as a player. Not knowing how to play hockey, he goes to learn from famed trainer, Cherokee Jack (Creed). Cherokee Jack then tells Scarn to mop the ice, as a training montage begins. After some time, Cherokee Jack hands Scarn a hockey stick, and he is shown to be proficient in hockey, as the Narrator explains that Scarn was now becoming one of the hottest hockey players in the country. The scene then shows a coach (Ryan) explaining to Scarn and two other contestants that each year the National Hockey League accepts one civilian amateur to play in the All-Star Game. The final test is speed skating, but as the race begins, one of the contestants reveals himself to be Goldenface who engages in a shootout with Scarn. After they both run out of bullets, Scarn tells Goldenface that he failed to kill him, but the latter reveals he wasn't trying to kill him, but slow him down. Scarn then turns around to see the third contestant (Oscar) has been crowned the winner, as Goldenface further mocks Scarn by asking "How's your wife doing?" In the locker room afterwards, Scarn takes an American flag and strangles the contestant to steal his medal and place in the All-Star Game, as back in the conference room everyone watches uncomfortably. In the movie, Scarn is seen sipping coffee back at his house, when Samuel reveals he has intercepted a name, Jasmine Windsong, but does not know what "The Funky Cat" is. Scarn tells Samuel that "The Funky Cat" is the name of a popular jazz club. As he leaves, he spills his drink on Samuel and the scene changes. In a talking head, Dwight complains that the following scene would have shown Samuel's circuit board malfunctioning, upset that the drink was spilled on him for no reason. In the movie, Jasmine Windsong is shown to be played by Jan. The documentary crew try to ask Jan about it in reality, as she tries to get into her car while flustered. Jasmine Windsong sings a strange song, but when Scarn records it and plays it backwards, it reveals "The hostages are under the stadium." Unfortunately, an assassin (Troy) sent by Goldenface murders her shortly after, as Scarn solemnly asks for the check. The scene cuts to the stadium, where a hostage (Pam) begs Goldenface to let them go. Wanting to show that he means business, Goldenface shoots a hostage (Toby), and the shot of the hostage's head exploding is replayed numerous times. Back in the conference room, Michael watches the scene of Toby's head exploding being repeated and smiles happily, revealing in a talking head that while that scene was the most expensive to shoot, "it was 'intregral' to the story." Scarn and Samuel arrive at the location of the hostages, as Goldenface taunts Scarn about the death of the hostage he shot, Scarn reveals "the jokes on you Goldenface, that man was a wanted animal rapist." Having searched the entire stadium, Samuel demands to know where the bomb is (having to repeat his question several times as Jim pretends to be unable to hear him), which Goldenface reveals is in the puck, which he tosses to Scarn. The latter asks why he would reveal the location of the bomb, and Goldenface reveals that he will kill Scarn, unless he forgives him for killing his wife. Reminiscing about his wife while holding the puck, Scarn yells "Go puck yourself!" and hurls the puck at Goldenface who dodges it and prepares to shoot Scarn. As he is about to pull the trigger, Samuel screams and dives in front of Scarn to shield him, which Michael reveals was not scripted. Goldenface then shoots Scarn as the screen fades to black.

As Scarn comes to his senses, the camera shows a scantily clad nurse attending to him, played by Helene to Pam's horror. As the nurse comments that Scarn is lucky to be alive, Scarn says "It'll take a lot more than a bullet to the brain, lungs, heart, back and balls to kill Michael Scarn." The nurse then says they should "make sure everything is working properly", as she leans in to kiss Scarn while the heart monitor begins to accelerate, while back in the conference room a disturbed Pam watches while clutching Jim's arm. Having fully recovered, Scarn tells the President that the bomb is in the puck, who in a surprising turn of events, calls in Goldenface and his assassin. Samuel questions why the President would blow up his own stadium, which Scarn realizes is to claim the insurance money. As the three villains attempt to open fire, Scarn smashes a picture of Abraham Lincoln on the President's head and escapes with Samuel. Scarn then muses while standing in the rain that all he wanted was to start a family with his beautiful wife, wondering where things had gone wrong. Scarn enters a bar as the Narrator comments "It wasn't easy for Scarn to admit he'd lost his self-confidence, and he hadn't of course, he just wasn't using it right now." In the bar, Scarn talks to the bartender, Billy (Andy), about his problems. Billy tells Scarn that a table of bachelorettes bought him a drink, and as Scarn turns to face them, one of the bachelorettes (Karen) asks him "Ever banged an entire bachelorette party, baby?" In an interview with the documentary crew, Karen asks "why are you singling my line out, like a million years later?" Scarn tells Billy that he is too depressed to save the game, and Billy decides to cheer him up by getting him to do "The Scarn", a dance that Scarn hasn't done since his wife died. Scarn then begins to dance as the entire bar joins in, regaining his confidence. Jim struggles to contain his laughter during the dance, despite Pam's insistence, and bursts out laughing when Todd Packer appears and shouts "If doing the Scarn is gay, then I'm the biggest queer on Earth!" Upset that Jim was laughing, Michael pauses the movie, upon which Jim apologizes and says he was just relived to see Scarn regain his confidence. Not wanting Michael to stop the movie, the office members insist that it is a good movie, and showers it with praise. Satisfied with their response, Michael asks Holly if she liked the movie, but she simply asks "which part?" Upset that Holly doesn't seem to like the movie, Michael insists that the movie is not ready yet and stops the viewing.

Michael approaches Holly in the annex who tells him it was a good movie, but Michael tells her everyone else said great movie instead. He asks her what she loved about the movie, and she says she loved that Michael was able to work with all his friends in it. Michael is unhappy with her answer and asks what she doesn't like about the movie, and she hesitates to say. Michael briefly wonders if Holly doesn't like the movie because she is afraid that he will become famous and leave her, but she assures him that is not the case. Michael then angrily tells Holly that the movie was his dream for eleven years, which surprises Holly since he has never mentioned it before. She asks him why he needs to make a movie in the first place, and Michael sighs that if he doesn't have his movie, he doesn't have anything. Holly asks, "Really? You can't think of anything else that you might have?" Oblivious to what Holly is hinting, he lists his other ideas for television shows and books, but insists that his movie is the most real thing to him. As Holly says that she is real, Michael snaps "Yeah, you're a real pain in the ass." He then says he will watch the movie with people who love it, and apologizes for what he said, telling her he loves her before storming out of the annex. In a talking head, Michael compares himself to Woody Allen and his movie Antz, but gets lost in his comparison and states "Don't listen to your critics, listen to your fans." Michael then invites the rest of the Scranton branch to finish watching the movie, which they happily agree to.

The movie shows Scarn arriving at the hockey game, but he learns that his trainer, Cherokee Jack, has died. Scarn dedicates his performance in the game to his mentor, and proceeds to join the game. Back in the conference room, Michael looks at the empty seat next to him where Holly should be, and decides not to take his movie too seriously. He reveals facts about the movie, such as the hockey scene being shown was filmed during an actual Scranton High School hockey game, which he admits was "really screwed up, because they were trying to qualify for State", and as a result of entering the rink he had got them disqualified since they had to forfeit the game, after it was an undefeated season. Michael sees Holly outside the conference room and goes to her, as she tells him she is sorry for what she said and that it is a good movie, he replies that she doesn't have to lie and kisses her. He comments that while the movie isn't good, the Scranton branch seem to be enjoying it anyway. In the movie, Scarn has a vision of Cherokee Jack, who tells him to take all his frustrations out on the puck, "all on the puck" which Michael snickers at. Scarn dramatically hits the puck out of the stadium. It flies into space and hits a satellite, before landing on Goldenface and exploding as Samuel rescues the hostages. Scarn is then crowned champion of the NHL All-Star Game. Scarn is seen having breakfast in his house, and gives Samuel his own "breakfast", drops of oil that are dropped onto his circuit board, causing Michael to remember he did tell Dwight he was a robot. Scarn then answers the phone, and the President asks him to go on another mission, which he accepts.

Michael Scott as Michael Scarn

After Holly and Michael reenter the conference room, the office begins laughing freely at the absurdity of it all. As Andy asks why Scarn would accept a mission from the President, who is a villian. Dwight tries to defend the movie, but Michael just comments "No, he's just being stupid." The movie ends as the Narrator reveals that the reason he has so much knowledge about Michael Scarn, is because he himself is an elderly Michael Scarn. The office cheers as the credits to the movie begin to roll.

Deleted scenes

Writer B.J. Novak said that the episode came in far too long, and they had to cut large quantities.

  • David Wallace was Michael's first choice to play Goldenface, but he turned it down because "it wouldn't look good to people at corporate." In a talking head interview at his house, David Wallace regrets the decision: "I should have said yes. We all take ourselves too seriously in the moment. We think everybody's watching and judging us. But in reality, nobody gives a damn what you do. They're wrapped up in their own bullshit. Life is short, so just do what you want to do."[1]:2

Connections to other episodes

  • Michael's movie "Threat Level Midnight: The Movie" has been a running joke throughout the series, starting in "The Client".
  • In the flashback of Michael's romance with his wife, there is a scene of Michael squirting ketchup. Ketchup fights were part of Michael's idealized romance mentioned in "Cocktails".

Amusing details

  • The worker who delivers Michael Scarn a package in the cold open does not appear to be from the office like most of the other characters in the movie do.
  • The establishing shot of "Scarn Manor" was taken from a Carole Stills real estate brochure. Her name and face are briefly visible in the lower right corner.
  • In Michael Scott's mind, the All-Star Game is the most important game of the year, rather than the final championship game. To most sports fans, the All-Star Game is a meaningless exhibition.
  • Michael is apparently a big hockey fan, since he is an accomplished skater and owns a complete set of hockey gear. Nevertheless, in the movie, the President says that there is a bomb somewhere in the "stadium" (hockey venues are called "arenas"), and Scarn must find the puck "before halftime" (hockey games consists of three periods; there is no halftime).
  • The car that Scarn drives is very obviously not moving.
  • Tony Gardner appears as the piano player at The Funky Cat, even though he worked at Dunder Mifflin Scranton for less than a day. (See "Behind the Scenes" below for explanation.)
  • Troy, the man who sold Ryan drugs while he worked at Corporate ("Night Out") appears in The Funky Cat and as a henchman for Goldenface.
  • Helene appears in the movie, even though the rest of the footage seems to have been shot years earlier than when Michael was dating her. (This is probably due to the reshoots.)
  • Michael Scarn's wishes to have been able to start a family with his wife mirror Michael's longing for a family in real life.
  • Even though Michael Scarn is the hero, he also murders an innocent civilian, the second-place skater played by Oscar.
  • Michael Scarn uses Andy's catchphrase when he says, "Beer me, Billy."
  • One of the people doing "The Scarn" appears to be an employee of Vance Refrigeration, likely being one of the two guys who sold Michael "weed" in "Frame Toby".
  • A child jumps in while they are doing "The Scarn", even though they are in a bar seemingly late at night.
  • Andy plays a working-class bartender. Of all the employees at Dunder Mifflin, he's the one least familiar with the lives of working-class people.
  • Dwight's character slowly becomes more robotic as the movie progresses.
  • It is unclear where Michael obtained the technical expertise to produce a computer-generated animation of the hockey puck hitting the satellite. Maybe he called in a favor.
  • Goldenface seems to have obtained the insurance money from destroying the stadium before it is actually destroyed because the puck flies towards him as he counts the money.
  • Michael Scarn keeps repeating his catch phrase "Clean up on aisle 5", even in situations where it doesn't make any sense.
  • Watch when Samuel tells Scarn Jack is dead, then immediately removes his hand.

After the episode aired, the show created a Web site for the movie: www.threatlevelmidnight.com. The site is no longer available, but you can view an archive.

NBC released the full movie Threat Level Midnight on YouTube. Watch it here. Amusing details in the full movie:

  • When Goldenface has everyone tied up, Pam gives her speech volunteering to be the leader. Toby takes his hand out of the ropes, pats her leg, and then puts his hand back in the ropes. Link to scene.
  • When Agent Michael Scarn kills the race champion (Oscar), the 'dead' athlete is seen blinking.

Behind the scenes

  • Writer B.J. Novak wanted the episode to consist entirely of the "Threat Level: Midnight" movie without a frame story. However, it didn't fit with the overall style of the show.[2]:01:04:27
  • It was Steve Carell's idea to create an episode focused on Michael's long-time dream of making a movie. The idea was an instant hit among the writers.[1]:5
  • B.J. Novak didn't want the joke to be how bad Michael was at filmmaking. "We wanted it to be more about how he actually did a heartbreakingly good and diligent job on doing something completely ridiculous."[3][1]:5
  • Erin didn't appear in the movie because she was hired after filming had completed. Michael was editing the movie by that point.[1]:1
  • B.J. Novak came up with backstories for why each person would agree to do Michael's movie, perhaps after extended cajoling.[1]:1
    • Jim agreed to participate because it gave him the opportunity to spend more time with Pam.[1]:3
    • The bar scene with "The Scarn" was filmed right after "The Merger". Karen was eager to try to fit in.[3][1]:1 Michael called Tony Gardner, apologized profusely for mistreating him, and told him there was a role that was "absolutely perfect" for him in a movie. Tony was intrigued, flattered, and lonely.[1]:2
  • Hair and makeup had to replicate the look of the characters from years past, in order to make it look like Michael had been shooting this movie for ten years.[3][1]:3
  • The actors, particularly Jenna Fischer (Pam) and John Krasinski (Jim) had to recapture the chemistry from earlier seasons. Novak calls out the scene in which Pam asks Goldenface why his face is gold: They love that the movie gives them an excuse to spend time together.[1]:3
  • The show invited Amy Adams to reprise her role as Katy, but she couldn't fit it into her schedule. Katy would have been a "floozy" who ends up in bed with Michael.[3] It is followed by a talking head in which Katy is embarrassed to admit that she had been interested in acting at the time.[1]:2
  • The movie uses a lot of music from Billy Joel because that's what Michael would have wanted.[1]:4
  • The bar scene was filmed at the Chimneysweep Lounge, 4354 Woodman Ave. Sherman Oaks.
  • Choreographer Mary Ann Kellogg designed "The Scarn".[3]
  • Eve Nelson wrote the music for "The Scarn" and the rap at the end of the movie.[1]:4 Writer Charlie Grandy came up with the anti-apartheid message at the end of the rap.[1]:4

Cultural references

  • Scarn, when recovering from gunshot wounds in the hospital, asks for more Tylenol, a mild pain reliever.
  • Michael says he's a huge Woody Allen fan but has only seen Antz. Woody Allen writes and directs mostly romantic comedies and dramas. His voice work in the animated movie Antz is a departure from (and is partly a nod to) his usual work.
  • Michael thought that A Bug's Life was much better than Antz. They are both animated movies about insects which were released in the same year, and they were the subject of many comparisons.
  • Scarn learned how to play hockey by mopping the ice. In The Karate Kid, Mr. Miyagi teaches Daniel to fight by having him wax his car.
  • When Scarn enters the bar, everyone says "Hi!" in unison. In the television show Cheers, the character of Norm Peterson is always greeted in the same way.
  • Michael mocks Holly's review of his movie, saying that it's not like Ocean's Eleven, and he cares how it turns out.
  • The fast-paced string music towards the beginning of the film is taken from the soundtrack of The Bourne series of films.
  • The villain Goldenface is inspired by the villain of the James Bond movie, Goldfinger.
  • In the hockey puck, Michael sees a flashback montage of the romance with his wife. One sequence is copied from the movie Armageddon, in which A.J. Frost (Ben Affleck) plays with animal crackers on Grace Stamper's (Liv Tyler) stomach. Another movie referenced is Die Hard when Karl tried to blow up McClane and tries it on the hostages.
  • After the credits in the extended version, Scarn is at home and addresses the audience, telling them that the movie is over and asking why they are still there. This is a copy of the post-credits sequence in Ferris Bueller's Day Off.
  • A newspaper reads "Judge Attapow To Make Movie About Him". Judd Apatow who directed and co-wrote the film The 40-Year-Old Virgin with Steve Carrell (starring Carrell).
  • Scarn says he already has Jerome Bettis' autograph, who he met in "The Convention".


see Threat Level Midnight Quotes


Main cast

Supporting cast

Special guest star

Recurring cast

Guest cast

  • Greg Collins as Assassin
  • Dan Goor as Bar Patron