Three Watchmen and a Baby

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Three Watchmen and a Baby
File:Three Watchmen and a Baby.png
Movie poster
Directed by Zack Snyder
Leonard Nimoy
Written by David Hayter
Alex "Goa" Tse
based on the graphic novel Watchmen by
Alan Moore (uncredited)
Dave Gibbons
Starring Tom Selleck
Steve Guttenberg
Ted Danson
Malin Akerman
Jeffrey Dean Morgan
Matthew Goode
Distributed by Warner Bros.
Release date(s) March 6, 2009
Language English

Three Watchmen and a Baby is an American dark-superhero-drama/light-comedy film, released by Warner Bros. on March 6, 2009. It is based, however loosely, on the DC Comics graphic novel, Watchmen by Alan Moore and Dave Gibbons, published in 1986.


In May 2006, Leonard Nimoy approached Warner Bros. -- which, like DC Comics, is owned by Time Warner -- about adapting one of DC's graphic novels. Nimoy wanted to adapt Frank Miller's The Dark Knight Returns with himself as an aging Bruce Wayne/Batman, but the executives suggested one of their most acclaimed graphic novels, Watchmen. Nimoy had never heard of, let alone read, Watchmen, but agreed to read it. He loved the novel, but thought that the themes were too dark; he had been wanting to direct a comedy to get a break from Spock, Star Trek, and science fiction in general. Nimoy suggested another director shoot the darker material, while Nimoy directed more lighthearted scenes. The legendary actor also suggested that the film include a baby to lighten the mood a bit. Warner reluctantly agreed and both Nimoy and Zack Snyder signed on to direct.

The screenplay was written in two weeks by David Hater and Alex Tse, and the film began pre-production in late 2006. That's when the trouble started.


Nimoy and Snyder clashed over casting; Snyder was not happy with the casting of Tom Selleck as Rorschach or Steve Guttenberg as Dr. Manhattan. Nimoy actually wanted Patrick Wilson to play Nite Owl, but Snyder won the battle and cast Ted Danson in the role instead. "I thought Patrick Wilson was more of a romantic comedy kind of guy," Snyder said.

Snyder wanted Malin Akerman to play Silk Spectre, but Nimoy prefered Meg Ryan. Warner feared that Ryan was past her prime and Snyder won out. Both directors agreed that Jeffrey Dean Morgan was the perfect choice for the soon-to-be-murdered Comedian, but for different reasons; Snyder because he thought Morgan could pull off a tour de force performance, and Nimoy because he couldn't stand the guy and couldn't wait to kill him off.

Selleck agreed to play Rorscach with the stipulation that his mustache be visible at all times. Snyder's choice, Jackie Earle Haley, wanted to play the role, but by the time principal photography began, Haley had a prior commitment to play Freddy Krueger in the remake of A Nightmare on Elm Street. Also, Nimoy deemed him unsuitable for the film, calling him "uglier than Ted Danson and Clint Howard combined."

The last major role to be cast, in September 2007 (just before principal photography began), was Ozymandias, a character Nimoy (and everyone else, he assumed) forgot about. Indifferent about the character, he left the casting to Snyder, who had to convince Matthew Goode to take the role. Goode was reluctant to play Ozymandias, as he wanted to play any of the other male leads; he didn't even know who the character was. "You want me to play Ozzy Osbourne?" he reportedly asked Snyder.

Struggles with balancing tone[edit]

The cast and crew struggled to find the right tone for the film and where to fit the baby into the storyline. Tom Selleck got so frustrated with switching back and forth between dark and serious to light and funny that he stormed off the set for a week and threatened to quit. Nimoy reportedly donned a fake mustache and Rorschach's mask to cover for him in the meantime. Guttenberg quit twice, once claiming that Warner offered him $20 million to do another Police Academy movie; the second time claiming that a sequel to Zeus & Roxanne was being filmed. Neither film has ever been in the works.

File:Randy Newman Watchmen.png
Randy Newman plays Nimoy a demo of the song "That's Not Your Mask, Rorschach, It's a Diaper."

Cinematographer Larry Fong got so frustrated balancing the two disparate tones of the film that he decided the more comedic scenes be handled by a different cinematographer, Donald McAlpine, who had worked on the 1993 comedy Mrs. Doubtfire. This freed up Fong to handle the darker tone.

Nimoy hired Randy Newman to write lighthearted songs for the film. Newman thought the film was too disjointed, but nevertheless composed twelve songs for consideration, including "Rorschach's Test," "That's Not Your Mask, Rorschach, It's a Diaper" "Nite Owl Smells Like Poo," "Who Watches the Baby," and "Lullaby;" All twelve songs were rejected by vote, much to Nimoy's chagrin. Snyder and Warner decided instead to use an original score by Tyler Bates and a soundtrack consisting of several classic rock songs, such as "The Sound of Silence" by Simon and Garfunkel and Jimi Hendrix's cover of Bob Dylan's "All Along the Watchtower." Nimoy tried getting at least one new Newman song in, but he was unavailable, as was Paul Williams, leaving Spock with no choice but to slap his own "The Ballad of Bilbo Baggins" into the film, despite the song having nothing to do with the plot. The song was so trippy, campy, disturbing, and out-of-place that Newman quickly made himself available and wrote three songs for the film: "Nixin' the 22nd Amendment," "Spandex and Diapers," and "Where Babies Come From."


Marketing a half-dark-superhero-drama/half-light-comedy was a tricky task for Warner Bros. They ran into trouble with the Director's Guild of America, who ruled that there can be only one director. Without the permission of Snyder or Nimoy, Warner created the collective pseudonym "Spock Sparta." Snyder and Nimoy were furious.

Cquote1.png This isn't a Spock Sparta picture; It's a Leonard Nimoy & Zack Snyder picture. Cquote2.png

—Leonard Nimoy commenting on Spock Sparta

The tone of the promotional materials ranged from dark gritty crime drama in the vein of Christopher Nolan's Batman trilogy, to a 1980s family comedy such as Mr. Mom or TV's Full House, to an uneven mix of both. Warner knew they had a train wreck on their hands.


In a dystopian alternate 1985 in which Richard Nixon (Robert Wisden) is still president, retired "Watchmen" superheroes — architect Walter Joseph Kovacs a.k.a. "Rorschach" (Tom Selleck), cartoonist Dr. Jonathan "Jon" Osterman a.k.a. "Dr. Manhattan" (Steve Guttenberg), and actor Daniel Dreiberg a.k.a. Nite Owl II (Ted Danson) — are happy living their lives as bachelors in their lofty New York City apartment. Their lives are disrupted when fellow "Watchman"-turned-government-agent Edward Morgan Blake a.k.a. "The Comedian" (Jeffrey Dean Morgan) is murdered one night... and the following day when a baby arrives on their doorstep. A note with the child, Mary, indicates that it is either Blake's or Rorschach's — the result of affairs both had with Laurie Juspeczyk a.k.a. "Silk Spectre II" (Malin Akerman), Dr. Manhattan's girlfriend. The baby arrives in Rorschach's absence, leaving Nite Owl and Dr. Manhattan to fend for themselves in taking care of the child, something in which their lack of experience befuddles them.

Rorschach, by the way, is busy investigating The Comedian's murder while the police have no leads; while doing this, he discovers a plot to terminate costumed adventurers and sets about warning four of his comrades: Nite Owl, the superpowered and emotionally detached Dr. Manhattan, Silk Spectre, and Adrian Veidt (once the hero Ozymandias, and now a successful businessman) (Matthew Goode).

After The Comedian's funeral, Dr. Manhattan is accused on national television of being the cause of cancer in friends and former colleagues. When the U.S. government takes the accusations seriously, Manhattan exiles himself to Mars, leaving Nite Owl to raise Mary himself. In doing so, he throws humanity into political turmoil, with the Soviet Union invading Afghanistan to capitalize on the perceived American weakness. Rorschach's paranoid beliefs appear vindicated when Ozymandias narrowly survives an assassination attempt, and Rorschach himself is framed for murdering Moloch, a former supervillain.

Neglected in her relationship with Manhattan, and no longer kept on retainer by the government, Silk Spectre stays with Nite Owl and Mary; the two don their costumes and resume vigilante work as they grow closer together. With Nite Owl starting to believe some aspects of Rorschach's conspiracy theory, the pair take it upon themselves to break him out of prison. Dr. Manhattan, after looking back on his own personal history, places the fate of his involvement with human affairs — and with baby Mary — in Silk Spectre's hands. He teleports her to Mars to make the case for emotional investment. During the course of the argument, Silk Spectre is forced to come to terms with the fact that Blake/The Comedian, who once attempted to rape her mother, was in fact her biological father following a second, consensual relationship. This discovery, reflecting the complexity of human emotions and relationships, re-sparks Doctor Manhattan's interest in humanity.

File:Watchmen scene.png
Dr. Manhattan (not pictured) holds baby Mary, who needs a diaper change in this famous scene from Three Watchmen and a Baby. Nite Owl's amused smile, never in the script, was improvised by Ted Danson.

On Earth, Nite Owl tries to adjust to surrogate fatherhood — balancing work, costumed vigilantism, hassles with the law, assassination attempts, their impending doom, and the rearing of a child. Soon his paternal instincts take hold, and he grows attached to the child. Eventually, when Rorschach returns from prison, Nite Owl does not hesitate in taking his revenge and passing all responsibility of looking after Mary to Rorschach, but Rorschach quickly grows to love the baby.

Nite Owl and Rorschach continue to uncover the conspiracy surrounding the death of The Comedian and the accusations that drove Doctor Manhattan into exile. They discover evidence that Adrian Veidt/Ozymandias may be behind the plan. Rorschach writes his suspicions about Veidt in his journal, and mails it to New Frontiersman, a small, right-wing newspaper in New York. The pair then confront Veidt at his Antarctic retreat. Veidt explains his underlying plan is to save humanity from impending atomic war between the United States and Soviet Union by faking an alien invasion in New York City, which will annihilate half the city's population. He hopes this will unite the nations against a perceived common enemy. He also reveals that he had murdered The Comedian, arranged for Dr. Manhattan's past associates to contract cancer, staged the attempt on his own life in order to place himself above suspicion, and eventually staged Moloch's death to frame Rorschach. This was all done in an attempt to prevent his plan from being exposed. Dreiberg and Rorschach find Veidt's logic callous and abhorrent, but Veidt has already enacted his plan.

When Doctor Manhattan and Juspeczyk arrive back on Earth, Juspeczyk returns home and the three men then fully embrace their new role as Mary's guardians. However one day Silk Spectre returns, asking for Mary back intending to take her to the Soviet Union to live with her family, including her mother Sally Jupiter, the original Silk Spectre. Handing her over, the three quickly find themselves miserable and desperately missing Mary. Deciding to stop Silk Spectre and Mary from leaving, they rush to the airport to try and persuade Spectre to stay — with crime boss Big Figure (Danny Woodbum) and Detective Steven Fine (Jerry Wasserman) hot on their trail — however they arrive just as her plane leaves. Defeated, the men return to their apartment, still being persued by Big Figure and Dt. Fine where they find both Silk Spectre and Mary. Spectre explains she doesn't want to give up her superhero career but can't do this if she has to raise Mary alone, so Rorschach quickly invites her and Mary to move into their apartment with them with Nite Owl and Dr. Manhattan's agreement, and she agrees.


The following songs appear in the film and its soundtrack album:

  1. "Bad Boy" by Miami Sound Machine
  2. "Nixin' the 22nd Amendment" by Randy Newman
  3. "The Beginning is the End is the Beginning" by the Smashing Pumpkins
  4. "The Times They Are A-Changin'" by Bob Dylan
  5. "Spandex and Diapers" by Randy Newman
  6. "Daddy's Girl" by Peter Cetera
  7. "Good Lovin'" by the Rascals
  8. "Conga" by the Miami Sound Machine
  9. "My Girl" by the Tempations (sung by Ted Danson)
  10. "Goodnight, Sweetheart, Goodnight" by the The Spaniels (also performed by Danson, Tom Selleck, and Steve Guttenberg)
  11. "99 Luftballons (99 Red Balloons)" by Nena
  12. "Unforgettable" by Nat King Cole
  13. "The Sound of Silence" Simon and Garfunkel
  14. "Ride of the Valkyries" by Richard Wagner
  15. "Me and Bobby McGee" by Janis Joplin
  16. "I'm Your Boogie Man" by KC & the Sunshine Band
  17. "You're My Thrill" by Billie Holiday
  18. "Protest" (Act II, Scene III) from the opera, "Satyagraha (Latin for 'The Baby Wants Her Baba')" by Philip Glass
  19. "Something She Has to Do" by Philip Glass
  20. "Prophecies" by Philip Glass
  21. "Pruit Igoe" by Philip Glass
  22. "Everybody Wants to Rule the World" by Tears for Fears (covered by Studio Group)
  23. "Hallelujah" by Leonard Cohen
  24. "All Along the Watchtower" performed by Jimi Hendrix
  25. "Clyde" by J.J. Cale (covered by Waylon Jennings)
  26. "Control Voice" from TV's The Outer Limits by Vic Perrin
  27. "Outer Limits Theme" by Dominic Frontiere
  28. "Desolation Row" by Bob Dylan (covered by My Chemical Romance)
  29. "First We Take Manhattan" by Leonard Cohen
  30. "Panic" by Dominic Frontiere
  31. "That Smell" by Lynyrd Skynyrd
  32. "Where Babies Come From" by Randy Newman
  33. "The Minute I Saw You" by John Parr

Famous scenes[edit]

One of the most famous scenes in the film is when Silk Spectre returns, asking for Mary back.

int. living room - day
Mary is in her playpen, playing with a squeaky rubber giraffe.

You were blocked tempo. yes

The doorbell rings.

You were blocked tempo. yes

Rorschach opens it: Standing there before him is Silk Spectre.

You were blocked tempo. yes

Silk Spectre
Hello, Walter...
Silk Spectre
I'm Mary's mother. I've come to get her...
(completely dazed)
Oh, it's you... Wait, I'll go get Jon and Daniel...

He stands there frozen.

You were blocked tempo. yes

Silk Spectre
How's Mary doing?
(as if he were dreaming)
Fine, fine, she's doing great... she's getting her back teeth in lately, I was framed for murder, it's been a bit rough...
Silk Spectre
Can I see her?
Oh yeah, sure, she's in there...

They both enter the living room. Mary stares at Silk Spectre. When she spots Mary, Silk Spectre suddenly breaks down in tears.

You were blocked tempo. yes

Rorschach is dumbfounded.

You were blocked tempo. yes

Silk Spectre
I don't believe how much she's grown!

Recovering, wiping away her tears, she walks over to the playpen.

You were blocked tempo. yes

Silk Spectre
Hello, Mary, hello my darling...

She picks her up, hugs her tightly, showers kisses on her. Mary laughs. Sylvia starts crying again and turns to Rorschach.

You were blocked tempo. yes

Silk Spectre
Are they here?
What? Who?
Silk Spectre
Are Jon and Daniel here?
(snapping out of it)
Oh, yeah, yeah, I'll go get 'em...

He exits like a sleepwalker and goes straight into Dr. Manhattan's room. The latter is asleep.

You were blocked tempo. yes

Rorschach sits down on the edge of Dr. Manhattan's bed and gently wakes him.

You were blocked tempo. yes

Jon, Jon... Laurie's here.

Dr. Manhattan wakes up and looks at Rorschach.

You were blocked tempo. yes

Laurie's leaving.
int. kitchen - afternoon
Dr. Manhattan's giving Mary her bottle. Nite Owl and Rorschach prepare to put all her stuff into a bag -- bottles, nipples, cereals, etc.

You were blocked tempo. yes

Silk Spectre
Hey, guys, wait! What's that?
What's... what?
Silk Spectre
That smell?
Nite Owl
It smells like...

Mary smiles innocently and giggles.

You were blocked tempo. yes

Everybody groans.

You were blocked tempo. yes

Dr. Manhattan (OS)
Silk Spectre
Watch your language!
int. living room - montage
Dr. Manhattan, Rorschach, Nite Owl, and Silk Spectre change Mary's diaper to hilarious results. Lynyrd Skynyrd's "That Smell" plays in the background.

You were blocked tempo. yes

In the above script excerpt, everybody groans that Mary needs her diaper changed. However, in the film all but Nite Owl groan. Ted Danson was so amused that he couldn't keep a straight face, and Nimoy thought it was cute and used it in the finished film. Nimoy and Warner Bros. paid $6 million to use "That Smell" by Lynyrd Skynyrd, one of the most expensive songs to license for the film. Surprisingly, "The Sound of Silence" and "All Along the Watchtower" were the least expensive songs, costing a mere $5 per song, only because Paul Simon, Art Garfunkel, and Bob Dylan had "no idea what the hell" the movie was about.

This scene was voted #7 on AFI's 100 Years... 100 Laughs list in 2012.

Another famous scene features Rorschach, Dr. Manhattan, and Nite Owl crooning "My Girl" and "Goodnight, Sweetheart, Goodnight" as lullabies. The use of the latter song was a reference to its use in an episode of Danson's sitcom, Becker.

Release and rights issues[edit]

20th Century Fox sued Warner Bros. over the films rights and tried to block the film's release. Warner settled out of court for an undisclosed sum of money and the rights to the Joel Schumacher entries in the Batman film series.



The film received mixed-to-positive reviews from top critics upon its initial release. Based on 271 reviews collected by Rotten Tomatoes, Three Watchmen and a Baby currently has a 64% "fresh" approval rating from critics, with an average score of 6.2/10

Roger Ebert wrote,

Cquote1.png After the revelation of “The Dark Knight,” here is “Three Watchmen and a Baby,” another bold exercise in the liberation of the superhero movie. It’s a compelling visceral film — sound, images and characters combined into a decidedly odd visual experience that evokes the feel of a graphic novel, and one of the better episodes of “Full House.” It seems charged from within by its power as a fable; we sense it’s not interested in a plot so much as with the dilemma of functioning in a world losing hope... and with taking care of a cute little baby that needs its diaper changed every 12 minutes she appears on screen.

"Three Watchmen and a Baby" begins with too many characters, mostly superheroes, and too much plot. And 15 minutes into the film I actually fell asleep. It spends a lot of time describing the lifestyles of three retired superhero bachelors . . . We meet too many of the superheroes, and too many of their friends and enemies. . . . From that point on, the movie finds its disjointed rhythm, and... I guess, it... kinda works.

—Roger Ebert

Alan Moore famously disowns any adaptation of his work and refuses credit, with another notable example being when Warner Bros. adapted V for Vendetta into the Chevy Chase vehicle, National Lampoon's V for Vacation. Moore called Three Watchmen and a Baby "The worst pile of shit I've ever had the displeasure of witnessing. Fuck you, Warner Bros. and DC!"

Box office[edit]

As expected, Three Watchmen and a Baby debuted at #1 in its opening weekend. However, some box office analysts consider its $55.7 million gross a flop, or at least a disappointment. The film's opening weekend is the highest of any Alan Moore adaptation to date. Although the film finished with $55 million for its opening, while Snyder's previous adaptation 300 earned $70 million in its opening weekend, Warner Bros.' head of distribution, Dan Fellman, believes that the opening weekend success of the two films cannot be compared due to the fact that the extended running time of Three Watchmen and a Baby — the film comes in at 2 hours and 45 minutes, while 300 is just under 2 hours — provides the 2009 film with fewer showings a night than 300.

The film crossed the $100 million mark on March 26, its twenty-first day at the box office, and finished its theatrical run in the United States on May 28, having grossed $107,509,799 in 84 days. The film had already grossed one-fifth of its ultimate gross on its opening day, and more than half of that total by the end of its opening weekend.

Alternate cuts[edit]

  • Theatrical Cut

— The film in its original form

  • Zack Snyder Cut

— Simply titled Watchmen, the baby is excised from the plot entirely, and the film closely follows its source material. Snyder used groundbreaking special effects to replace Tom Selleck and Steve Guttenberg with Jackie Earle Haley and Billy Crudup, respectively. He felt that Ted Danson had gone soft on him, so he digitally replaced him with Patrick Wilson "for shits and giggles." He later found that Wilson's "performance" was darker and more serious than Danson's and preferred it.

  • Leonard Nimoy Cut

— Cut of the film emphasizing the baby storyline and downplaying the superhero aesthetics. In fact, several scenes were reshot for this purpose, and Nancy Travis's character, Sylvia Bennington, replaces Silk Spectre. Retitled Three Men and a Baby and mistakenly copyrighted as a 1987 Disney/Touchstone film. This is the only cut of the film rated PG; all others are rated R.

See also[edit]


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