Shortly before Brian Helgeland won an Oscar for Best Screenplay (LA Confidential) and a Razzie for Worst Screenplay (The Postman) in 1998, he worked as a director for Mel Gibson's Icon Productions, helming the translation of his own script – based on a novel by Donald E. Westlake – onto film.

When Mel Gibson sold the film to Paramount and Warner Bros. It became clear that both studios actually wanted a movie more accessible to the mainstream audience, like the Lethal Weapon series of films. In its original version Payback didn't have that mass appeal.

Brian Helgeland got the chance to rethink his version and alter it so it would come closer to the studios' wishes. Especially the ending seemed to be a problem. But Helgeland couldn't do it. He always pictured the wrapped film the way he wrote and shot it. So other writers were brought in on the project and they basically rewrote almost the complete third act. Mel Gibson asked Helgeland if he wanted to direct the new scenes but he declined and so Helgeland's participation in Payback was over for the time being.

The reshots had to be postponed because Mel Gibson went off to shoot Lethal Weapon 4. After that the studios sent production designer John Myhre with additional 30 to 40 million dollars (sources vary) to shoot the new scenes which were mostly concetrated in the last third of the movie.

From an economical point of view it surely was the right decision to change the movie – and thus replace Brian Helgeland. An unappealing hero, only little humor, some graphic scenes which were hard to swallow, no happy ending but a dead dog instead – this limits the target audience and thus the success at the box office. Helgeland knew that. But if the easier accessible version is better is questionable.

If the producers gravely encroach upon the making of a movie it's rarely a good sign and it poses the question which version is the better one. But I think with Payback we have two versions which are so different they're not better or worse that the other.

The new scenes are beautifully integrated and change Porter's methods on the way to his money around the middle of the film. In Helgeland's version he consistently fights his way to the $ 70,000. He doesn't think a lot about the way he does it, he just wants confrontation. In the theatrical version he becomes more clever halfway through and plots carefully. He stages a kidnapping, leads the syndicate into a trap and blows them up eventually. I'm sure this break is not obvious to most viewers. But if it is, it's the only thing that depreciates the theatrical version a little.

Another flaw of the theatrical version is the visual style. I never noticed it that much but since I've seen the beautiful picture of the Director's Cut, which is full of contrast, the blue of the theatrical version seems ugly and cheap to me. The decision to give the movie a new look has been made specifically for the Director's Cut. Helgeland's original version also had that blue tint.

Overall the theatrical version is a little funnier, easier accessible and more spectacular. Many shots show Porter with a lighter facial expression, almost smirking, and the dog survives. Above all the disturbing scene in which Porter beats up his wife Lynn without the audience knowing the reason for it at that point is now missing. The theatrical version makes it easy for the viewer to recognize events and characters, using voice-overs. Also there are two nicely shot explosions – a form of action that is absent from the Director's Cut.

In the spring of 2006 the Director's Cut was produced and it comes close to Helgeland's original version. The latter, however, probably never existed as a final cut. The Director's Cut still differs a little from it. As in the theatrical version Porter enters the syndicate hotel without having to distract the guards in the hotel lobby.
In general the new version has been tightened a little bit and thus runs a little shorter than the first version. Other differences include music, which has partially been re-written for the DC. As peculiar struck me that many shots in the DC are a few frames shorter. If this has been intentionally arranged while editing the movie or if it was depended from the material that was used, is unknown. Those differences aren't mentioned in the report.

Finally I recommend the Director's Cut for everyone who liked the theatrical version. It heavily differs from the latter and is worth another sit-through.

Theatrical version: ca. 97 minutes PAL
Director’s Cut: ca. 90 minutes (87 minutes PAL)

Theatrical version
Voice-over of Porter. He talks about how he's been betrayed and about the $ 70,000 he wants back. While we hear this we see Porter more dead than alive on the table of some backyard doctor. The doc takes a sip of whiskey and sterilizes his instruments in it. He walks over to Porter and spills some whiskey over his back and bullet wounds for desinfection. He digs out several bullets without Porter moving. In the end of the sequence he opens his eyes and we see that he really is still alive.
82,5s

Director's Cut
Text is shown in the beginning.
10s

Alternate material
Porter crosses the bridge in different directions in either version. In the DC he crosses left to right, in the TV from right to left. Furthermore the sequence is longer in the DC.
DC 28s longer

Theatrical version
The aerial railway is a moment longer in frame.
1s

Theatrical version
Porter steps over the barrier at the aerial railway.
13s

Alternate material
When Porter fights off the homeless guy whose money he just stole the DC presents a different shot. Aside from that the TV creates the impression that Porter steals from an imposter who fakes to be acripple. In the DC he simply steals from a bum.
DC 1s longer

Theatrical version
Extended shot of the pawnbroker looking at three watches.
7s

Director's Cut
More footage of Porter fiddling with the revolver before he hands it back to the pawnbroker.
3s

Theatrical version
After Porter threw Lynn to the ground she says: "You're not dead. - What are you gonna do. Kill me?"
8s

Director's Cut
Porter and Lynn have some coffee at the kitchen table when he sees her arm which shows obvious heroin injection marks. As she pulls her arm away he furiously gets up and hits her in the head really hard. He then pushes the table aside as she grabs a knife to attack him. He fends her off and pushes her against the fridge before he slams her to the ground, headlocks her and shows her a picture of Rosie and him before their marriage. As the situation calms down Lynn asks him what he's gonna do now. He wants his money back but realizes she meant what is he gonna do with her. He then asks her about Val before they talk about Rosie and what relation Porter had with her.
2:46 minutes

Alternate material
When Porter beds Lynn and sits down on the bed
TV 2,5s longer

Director's Cut
The casket is seen a little longer.
0,5s

Theatrical version
A moment more of Porter in the shower.
2s

Alternate material
Alternate shots of Porter crawling out of the car after the crash. The TV shows him spitting out his gumshield and then cuts to him already standing on the car's window. The DC completely shows how he's crawling out.
DC 1s longer

Theatrical version
More footage of the three of them backing the car up.
2,5s

Alternate material
After the money has been counted the TV is longer in several shots (e.g. Porter takes one more drag from his cigarette) and two shots use a different take. The spoekn dialogue remains the same.
TV 5s longer

Director's Cut
Val closes the front passenger door before getting in the car.
4s

Alternate material
Before Porter wents to Stegman we see a different aerial railway.
no time difference

Alternate material
Similar yet different shot of the black guy with the wounded ear entering Stegman's back room.
TV 0,5s longer

Theatrical version
A moment more of the police officers showing their badges.
1,5s

Alternate material
The outide conversation with Stegman has been recut a bit and we see the black officer at the window one more time. Stegman seems to be more nervous.
TV 7,5s longer

Theatrical version
After Val arranged a meeting with Stegman over the phone the sequence with him an Pearl is much longer. He yells at her if she can't see he's working here. She friendly signals him to come closer, then hits him in the abdomen and says "Can't you see I'm working here?" Val moans, satisfied.
After that we see Porter talking to a cheap hooker in a bar. He asks for Rosie but the girl can't help him because she's working another league. When Porter pulls out some cash and tells a story about the sick brother who wants to see her for the last time she mentions a bartender who is the one to talk to about luxury callgirls. The answer doesn't satisfy Porter at all and he holds on to one of the bills the hooker grabbed. Eventually he gives in and leaves.
93,5s

Theatrical version
As Stegman and Val leave the restaurant where Val picked a fight with another guest Stegman tells the owner that Val's just a little overexcited because he got promoted and apologizes in his name.
8s

Director's Cut
There's an outside shot of the next bar in which Porter breaks the hand of the bartender.
2,5s

Director's Cut
Right before Porter leaves Rosie's apartment she tells him that he never even asked how she's been. He asks her if she needs money or something. She gets mad and throws a little statue at him but he easily catches it. As he turns aroudn she tells him that he sould go and get himself killed because she has to tell the Outfit that he's coming.
33s

Theatrical version
More material of Porter sitting at Val's bed before he wakes up.
2s

Alternate material
As Porter shows Val the picture of him and Rosie either version uses a different shot.
DC 0,5s longer

Director's Cut
Before Val is allowed to enter Carter's office one of the bodyguards frisks him. He finds three guns. Val is pissed off and poses as more important than he actually is. The bodyguard knows that.
60s

Theatrical version
Carter interupts Val right at the beginning of the conversation and tells him a proverbt: "Do not shit, where you eat. - or was ist live? - Do not shit, where you live. Yeah, I like that better."
14,5s

Theatrical version
Carter says that the Outfit investet time, money and training in Val after he listed the possibilities of dealing with the situation.
6s

Theatrical version
The end of the Val & arter scene is different. In the TV Val leaves and the bodyguard talks to Carter and wonders why he won't simply liquidate Val now. Carter takes this easy, he doesn't think a great deal of Val and doesn't believe he will survive by himself. But he shows interest in Porter, even if he can't understand why he willingly would challenge the entire Outfit für $70,000. He tells the bodyguard to handle Porter quietly without Bronson noticing.
73s

Director's Cut
Here the scene ends with Val posing in front of two men (presumably bodyguards) outside the building. He says Carter loves him. He pretends that this won't keep him awake at night. Unfortunately both bodyguards received a call from the outfit prior to Val's arrival. They both say goodbye, smiling. Val is on his own.
Suddenly he yells at them "lone warrior"-style, claiming they are both useless since Porter sneaked by them the night before and entered his room. Then he yells to the sky that if something needs to be done right you gotta do it yourself. That's the American way.
46s

Alternate material
Right after that he calls Pearl. The DC shows him dialing and cuts right to the question if her friends arrived already. In the TV he first tells her that the Outfit won't hep him. She puts the phone aside and walks to a guy in the background whose tongue is stuck in a mouse trap and who won't stop screaming because of that. She punches him several times, yelling that he sould shut up because she's on the phone.
TV 15s longer

Theatrical version
After Porter has been hit by the car there's a little more footage of him on the ground with a very weird expression on his face.
4s

Theatrical version
The Chinese guy fiddles with his knife a moment longer.
0,5s

Alternate material
The editing during the scene in which the dog gets shot is different. The shots of the dog are mostly alternate takes and all the shots of Rosie are a few frames longer in the TV.
TV 2s longer

Alternate material
After Porter shot at Val both versions show different shots of Porter with the TV being longer. In the TV Porter grins a little whereas the DC shows him emotionless.
TV 5s longer

Theatrical version
At the end of the appartment sequence the TV presents a big extension. Porter and Rosie return to Porter's place after visiting the vet. The dog is still alive whereas it died in the DC. Suddenly the phone rings and Porter gets suspicious because nobody has his number. He looks at the phone and follows the cable under the bed where he finds a bomb. He then walks to the window and sees Carter's henchmen sitting outside in a car. They wonder why he's not picking up the phone. Meanwhile Porter hes sneaked outside and cuts the car's fuel line. As the driver tries again to call Porter he notices him in the rearview mirror. Everyone turns around, shocked, as Porter throws a cigarette at the leaking gasoline. The flames approach the car which then explodes. In a voice-over Porter says that he must gotten really far when they sent him professional assassins. He decides to visit Carter in the lion's den.
3:28 minutes

Theatrical version
As Porter gives his gun to the policemen outside the Outfit HQ the TV is a bit longr in several shots.
5,5s

Alternate material
There's a different shot of Porter getting frisked outside Carter's office. The DC is much longer because he also shows the bodyguards a roll of pennies with which he's gonna knock them out later. It seems a little strange that the experienced bodyguard has never heard of this technique.
DC 17s longer

Theatrical version
When Porter hits a bodyguard the TV is a moment longer.
0,5s

Alternate material
The conversation with Carter has been heavily reorganized. There are still short passages now and then, which are identical. But those are exceptions, mainly because the TV intercuts to Bronson who's being introduced as a new male character. In the DC we hear the boss, who's clearly a woman and we never get to see her.
Right in the beginning there's a different shot of Carter catching the roll of coins. In the DC he guesses the number of coins. 48 instead of 50 in the roll. Then brief recuts follow until both versions differ completely when Carter speaks with Bronson. As said before, in the DC it's a woman who we never see but only hear over a speaker. She appears to be considerably tougher and more determinded than the Bronson played by Kris Kristofferson. In the TV Bronson is in the exercise room. So's his son whose birthday is today. His father gave him a convertible. They briefly talk about a boxing match the boy's going to attend and where Rosie and Porter want to kidnap him later.
The death of Carter is more stagy in the TV than in the DC, because in the former he jerks his arms up whereas he keeps his cool in the DC. When Carter insults Porter in the final seconds of his life the woman on the other line remarks that she hopes it wasn't directed at her. This way she seems more cold than the male Bronson who really seems to worry about Carter.
TV 29,5s longer

Theatrical version
Rosie and Porter sit in a diner and talk briefly. He then drives her in a limo to the boxing match (like he used to when he still was her guard) where they kidnap Bronson's boy. After the match the limo with Rosie in it waits for Johnny who thinks of Rosie as a present made by his friends and is happy to get in the car. In it he clumsily makes out with Rosie before she handcuffs him to the car.
The peculiar, maybe even annoying thing here is that Porter only operates in the gangland and doesn't care about the normal, righteous citizens (if he's not stealing from them) until this point in the movie, where he picks an innocent person – Bronson's boy – for his plan.
5:41 minutes

Alternate material
Fairfax coming back to his house has been recut. There are also different shots of Stegman in the cab.
TV 7,5s longer

Alternate material
The conversation with Fairfax is different as well. In principle almost all shots of Porter are new whereas most of the rest where nobody refers to "her" or "him" remained the same. Again the TV cuts to Bronson at his house. Here Bronson says that he'd like to beat the hell out of Porter with the $130,000 to get rid of him. Female Bronson however says that she should have Porter kill Fairfax so Porter can run the the business in town. She seems pretty worried when Porter shoots the case, though, thinking Fairfax got killed.
Right after that she agrees to the money transfer. Porter tells her to send a single man to Kings Cross Station. In the TV he demands that Bronson himself brings the money or else his son must die. Both Bronsons make it clear that the transfer will result in Porter's death but Porter doesn't care.
TV 52s longer

Alternate material
The sequence of the corrupt cops getting busted by Internal Affairs and the sequence with Stegman and Porter in the cab are a little longer in TV and both use several alternate shots.
TV 15s longer

Alternate material
When Stegman gets shot in the back both versions use different shots in two places. The shot in the DC is more graphic. More bullets drill Stegman and more blood is flowing. It could be possible that this change was made in the TV to receive the R rating.
no time difference

Alternate material
The second alternate shot.
no time difference

Theatrical version
Additional shot of Porter shooting at the car.
0,5s

Theatrical version
The Chinese driver puts the car into reverse.
1,5s

Alternate material
After Porter stopped shooting we see Pearl in the car in a different shot.
TV 0,5s longer

Theatrical version
A moment more of the driver shooting to the ground.
0,5s

Alternate material
Both versions use completely different takes when Porter and Pearl aim at each other (and pull the trigger). The order stays the same.
Watch her hair.
TV 1s longer

Alternate material
The end of this scene is also different. In the DC he walks away and gets into the refridgerated truck right next to the car. In the TV he gets knocked out by a couple of Bronson's men. Here Pearl insults one of the men and gets hit in the face.
TV 20,5s longer

The finale of the theatrical version
(5:38 minutes)
The TV shows the known ending in which the captured Porter is messed up by Bronson's henchmen before Bronson enters with a sadist torturer who works on Porter's toes with a sledge hammer before he tells them where they keep Johnny. Bronson drives to the adress (Porter's appartment) with Porter in the trunk.

While Bronson and his men enter the appartement Porter unties himself in the trunk and crawls through the back seat in the front of the car. He then calls his appartment phone woth the car phone. Since the bomb Carter had installed is still connected to Porter's phone and Bronson, unaware of this, picks it up the appartement explodes and all crooks are killed. Porter drives to Rosie's appartement where she's already waiting for him. Johnny is also there, cuffed to the heating. In the end Porter, Rosie and the dog leave the city with the money. Happy ending for everyone.

The finale of the Director's Cuts
(7:15 minutes)
The ending in the DC takes place at Kings Cross Station. First of all the henchmen of the Outfit must be disposed. Rosie in the refridgerated truck distracts the crooks in the car while Porter sneaks up on them and forces them at gunpoint to get in the back of the truck. They lock them in there.

When one of the guys grins and tells Rosie that he believes he slept with her once she takes the safety off her gun, aims at his croch and asks him how his chances are on doing that ever again. The guy falls silent. Fter Rosie left the truck Porter shoots the guy in cold blood for the stupid remark. The other guy gets locked in the truck with the body and thanks Porter for allowing him to live.

Porter enters the station, approches another guy and asks who else is with Bronson before he kocks him out. On the men's restroom he takes the urinal between Bronson's men. As they draw their guns Porter shoots them both.

On the platform two more men of Bronson wait for Porter. He takes them by surprise and forces them onboard of the arriving train.

He then waits for the courier. He frisks a suspicious guy who turns out to be a regular businessman. He the spots the courier who's placing a backpack with the money (still 130 grand and thus too much) on the ground. Porter wants him to open it. As he bends down a woman behind him draws a gun and shoots at Porter. She hits him and he goes down and shoots the courier who is right in the middle between Porter and assassin. She also shoots at the courier. As he falls over to the side Porter shoots the assassi. She breaks down, dead. Porter strugles himself up, kills the still breathing courier and leaves the platform, badly wounded and bleeding.

Outside the station more men of the Outfit are waiting in a car and the bodyguard Porter knocked out with the roll of coins gets out and starts shooting at Porter. Porter takes another hit but manages to kill the guy. The others flee with the car and Porter goes down.

Porter staggers to the sidewalk, bends his knees and sits down at a parkometer.

In a voice over we hear Rosie, Val and the others talk to him while he lights a cigarette and we see black and white flashbacks of earlier scenes of the movie flashing briefly. The flashbacks start to overlap with Rosie's arrival (marvellously edited) who tries to wake Porter up. He, however, seems to think about going into the white light. After she shook and hit him he slowly wakes up. They drive off with the cash. Almost a happy ending. Just the dog died.