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Flesh and Bone is a 1993 neo noir film drama written and directed by Steve Kloves that stars Meg Ryan, Dennis Quaid and James Caan. Gwyneth Paltrow is featured in an early role. Janet Maslin of The New York Times described Paltrow as a scene-stealer "who is Blythe Danner's daughter and has her mother's way of making a camera fall in love with her."[2]

Flesh and Bone
Flesh and Bone (movie poster).jpg
Theatrical release poster
Directed bySteve Kloves
Produced byMark Rosenberg
Paula Weinstein
Written bySteve Kloves
Music byThomas Newman
Distributed byParamount Pictures
Release date
  • November 5, 1993 (1993-11-05)
Running time
126 minutes
Box office$9,488,998 (US)[1]



A family in rural Texas finds a boy, Arlis, who says he is lost. They take him into their home, feed him, and give a place to sleep. But the boy later lets his father, Roy (James Caan), into the house to commit a robbery. When they are discovered, Roy brutally murders the family, which the boy witnesses. The sole survivor is a baby girl.

Time passes, and Arlis (Dennis Quaid) lives a solitary life in which he drives a truckload of goods and novelties to restock vending machines and arcade games in roadside stores and restaurants. Making a stop at a roadhouse where a rowdy party is being held, he spots Kay (Meg Ryan), a woman who pops up out of a cake at the party and then passes out because she had been imbibing liquor.

Arlis ends up giving her a ride home, a long drive, while continuing to make his rounds. Upon coming home, Kay sees that her husband Reese has sold the furniture, having lost their money gambling. She packs up her remaining belongings and leaves with Arlis. They spend more time together and grow close.

Meanwhile, a young woman named Ginnie (Gwyneth Paltrow) now travels with a much older Roy. She is a grifter who will pretend to be a mourner in order to steal the jewelry from a dead body at a funeral home. Ginnie brings an injured Roy to his estranged son, Arlis, to tend to his injury.

Passing the house where he grew up, Arlis comes to realize that Kay was the infant who survived the long-ago murders. Roy figures this out as well. He begins talking about tying up loose ends. It leads to a confrontation, and Arlis shoots Roy dead. Ginnie goes off on her own, and Kay and Arlis go their separate ways.



Principal photography began on October 5, 1992 and completed on December 26, 1992.

It was filmed in Lockhart, Texas. It was also filmed at the Mustang Mott, owned by Maxine McCoy, in Westhoff, Texas.

It was also filmed in Marfa, Texas.

Producer Mark Rosenberg died of a heart attack suffered on the film's location in Stanton, Texas. As the end credits begin, the film is dedicated to him.[3]


  1. ^ Flesh and Bone at Box Office Mojo
  2. ^ Maslin, Janet (5 November 1993). "Building a Future on a Shaky Past". The New York Times. Retrieved 19 April 2012.
  3. ^ DVD credits

External linksEdit