Scoop's notes (TOTAL spoilers for two different films):

Out of the Past is considered one of the five best examples of American film noir, in the same league as The Big Sleep and The Maltese Falcon. It was neither an acclaimed film (no Oscar nominations) nor a great box office success in its time, but its reputation grew steadily over the years and it is now considered a noir classic. In fact, it has been in the all-time Top 250 at IMDb, and is included in Roger Ebert's "Great Films of the Past." Its reputation is enhanced by the fact that some of its actors, who were merely RKO contract players or struggling newcomers at the time, became major Hollywood icons, particularly Kirk Douglas and Robert Mitchum. Part of the fun of watching Out of the Past is to see their familiar personalities, albeit in younger bodies. It was only Kirk's second movie role, and it represented Mitchum's first real chance to carry a picture. In both cases they established the template for characters they would play all their lives: Mitchum's laconic, lumbering, indifferent, sleepy-eyed antihero; and Kirk's cocky, energetic, physical, crackly-voiced combination of charm and abrasiveness.

Against All Odds was an officially acknowledged remake of Out of the Past, although it has only the most tenuous connection to its source material.

The two films have the following basic plot elements in common:

A bad guy exploits a good guy who made some mistakes in the past and has a secret that must remain hidden. The baddie says that the good guy will "square accounts" if he agrees to do one last job. The assignment is to track down the baddie's ex-girlfriend, who took off with a pile of loot, not before leaving a near-fatal wound in her former lover. The baddie swears he will not hurt the woman and doesn't really care about the money. He just wants her back. Under those conditions, the good guy, who is "down on his luck" anyway, agrees to do to the job.

The good guy finds it hard to believe that a woman could inspire such feelings in a hardened criminal until he tracks the dame to Mexico and takes a gander at her, whereupon he not only understands why a mug might have to have her back, but promptly falls in love with her himself. He then proceeds to double-cross the criminal and joins the girlfriend in her fugitive life. Needless to say this can't work out well. The criminal sends another guy after the couple. That guy ends up dead. Bodies start to pile up, and the femme fatale always seems to be the one holding the trigger.

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Remakes rarely work out, and few remakes are less promising than a glitzy Hollywood reworking of a classic B&W noir. The project turned out about as expected. The problem with comparing the two films is that Against All Odds softened all the hard edges that made Out of the Past such a fascinating movie to begin with.

* The most important change in the remake is that the femme fatale has been given legitimate excuses for her actions. In Out of the Past, another character says of her, "She can't be all bad, nobody is." The good guy replies, "Yeah, that's true, but she comes the closest." That was basically the entire point of the film. When the baddie sends another guy to track down the fugitive couple, the sassy dame whips out her roscoe and calmly blows the big lug away. Later on, she blows the baddie away. By the end of the movie, she has even pumped some hot lead into our hero. The remake changes her from a cold, scheming monster into a spoiled rich girl. She still always seems to be the one pulling the trigger when the other guys die, but she has a justification which makes it seem that we, in her stead, well might do the same. Finally, she does not shoot our hero at the end. Far from it. Unlike the calculating self-interest which dictates all her actions in Out of the Past, the female lead in Against All Odds shows genuine love for the good guy, and even shows regard and compassion for the baddie she once loved. The femme fatale character in Out of the Past, "the closest anyone has come to all bad," has been transformed into a sympathetic character in Against All Odds, a woman who could not only be the object of any man's lust, but could be truly loved as well.

* The tragic denouement has been eliminated. Out of the Past pulls no punches. The good guy turns himself and the femme fatale over to the cops. When she realizes she has been double-crossed, she shoots him dead. The cops then blow her away with machine guns. At the end of Against All Odds, the couple are separated by the scheming mother, but we know that they are still in love and although they cannot be together immediately, we are led to believe they will eventually find happiness as a couple. The ending is sad, but not tragic. The tone of the ending has undergone a metamorphosis from Hamlet to The Last American Virgin.

* The quirky minor characters have been whitewashed. Out of the Past includes a bevy of oddball noir characters. The hero's best friend, for example, is a compassionate and loyal deaf-mute. The baddie's henchman is a loveable, congenial, handsome murderer. (He'd be our favorite character if we did not know what he was up to off-screen.) The second detective sent to track down the couple is a total weasel. These characters have been eliminated or replaced with stock movie figures with as little personality as possible.

* The sparkling dialogue is gone. That's really what makes 40s-era noir so much fun for me: the lines which reflect the anti-hero's mixture of idealism and defeatism; and the wisecracks from everyone. I grant that such repartee would seem somewhat out of place in a 1984 movie, but the problem is that one of the original film's most entertaining elements has been replaced with routine conversations. And other movies from the early 80s did manage to update the snappy 40s-style banter without noticeable artificiality. (Watch 1981's Body Heat for a perfect example.)

* Robert Mitchum's world-weary protagonist has been replaced with a handsome, somewhat naive young Jeff Bridges. The Dude even sheds a tear or two! Can you imagine Mitchum crying? Give me a break! Hell, Mitchum knew all along that he was getting hosed by a bad-ass broad, and he just didn't care. When she says, "I didn't take the money. You believe me, don't you?" he replies, as he grabs for her body,  "Baby, I don't care." On the other hand, Bridges was in love. I don't blame Bridges for the character's weakness. He did what he was asked to do. I admire Jeff's skills, and I believe he could have delivered a character appropriate for a proper remake of Out of the Past, if he had been asked to do so, but the script for Against All Odds never required him to do that.

There are so many other changes that you might not even realize that the 1984 film was supposed to be a remake of the earlier classic unless you watch the two films back-to-back as I did. I like Against All Odds in some ways, but I like it better as a stand-alone example of a doomed romance, not as a remake of Out of the Past.  While not without merit, it is missing most of the elements that made Out of the Past grow in stature over the years.

Some elements of Against All Odds are interesting:

* James Woods brings the same kind of complexity to the baddie role that Kirk Douglas brought to the original. The characters are not identical, but in both cases they are not figures of cartoon evil. Douglas was downright charming in a sinister way, and Woods was revealed to have some genuine tender feelings.

* Two actors from Out of the Past appear in Against All Odds. Jane Greer, who played the cold-hearted femme fatale in the original, played the cold-hearted mother of the victimized femme fatale in the remake. (Thus allowing the actual femme to be less fatale.) Greer's role in Against All Odds was significant, and did not exist in the first film. Paul Valentine, who played the smiling, glad-handing henchman in the original film, played a smiling, glad-handing councilman (pretty much of a cameo) in Against All Odds.

* Rachel Ward and Jeff Bridges had some chemistry, and were both beautiful people with beautiful bodies, so the sex and other romantic scenes in Against All Odds have sizzle. I find all three of the sex/nude scenes very sexy, although it's more tease than anything else. The beautiful Ward was quite the cover girl back around 1983-1984, hitting with this film and a highly publicized mini-series called The Thorn Birds. Her career didn't live up to its early promise, but she continued to work, and her marriage to Bryan Brown has endured for 34 years as I type this.

* The ending kinda gets to me. What can ya say?

* Ironically, Against All Odds got an Oscar nomination, while Out of the Past received none at all. (Thank you, Phil Collins. The Oscar nomination was for the theme song.)