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Be Cool Be Cool is a 2005 American crime-comedy film adapted from Elmore Leonard's 1999 novel of the same name and the sequel to his 1990 novel "Get Shorty" (itself adapted into a hit 1995 film of the same name) about mobster Chili Palmer's entrance into the film industry.

The film starred John Travolta, Uma Thurman, Christina Milian, Andre Benjamin, Cedric the Entertainer, Steven Tyler, Dwayne "The Rock" Johnson, Danny DeVito and Harvey Keitel.


Spoiler warning: The following contains plot details about
the entire movie.

After years of filmmaking, Chili Palmer (John Travolta) enters the music industry after witnessing the execution, by the head of the Russian mob, of his friend Tommy Athens (James Woods), owner of a record company. Chili uses the opportunity to help his friend's widow, Edie Athens (Uma Thurman), manage the failing business, which owes $300,000 to the hip hop producer Sin LaSalle (Cedric the Entertainer). Chili enters the music industry on the talents of a female entertainer, Linda Moon (Christina Milian).

Moon convinces Chili to take on her cause, getting out of contractual obligations to Nick Carr (Harvey Keitel) and Raji (Vince Vaughn), who has a gay Samoan bodyguard named Elliott (The Rock), an aspiring actor and the butt of Carr and Raji's homophobic jokes. Carr and Raji take exception to Chili's intervention, and hire a hitman, Joe "Loop" Lupino (Robert Pastorelli) to kill Chili. In the meantime, Chili convinces Edie to produce Moon, hoping to resurrect Athens' failing record company through a live performance with Steven Tyler and Aerosmith.

LaSalle threatens Chili and Edie for payment of the $300,000, but they convince him to give them a few days to get the money plus the vig. When the Russians attempt to kill Chili, Joe Loop mistakenly kills Ivan Argianiyev (George Fisher), the Russian Mob hitman. Carr is furious about the mistake and orders Raji to confront Loop at once.

At a restaurant, he informs Loop about Carr's anger with him and warns him to do his job properly. Raji then kills Loop with a metal baseball bat after Loop "disrespects" him. After Chili talks Linda into leaving Carr and his girl group, Carr tries to trick Chili by handing him a pawn ticket, claiming that Linda's contract was at the pawn shop owned by the Russians. This is actually a set-up by Carr to get Chili killed.

Wary of Carr's plans to get him killed, Chili hands the ticket to Edie, who turns it over to the police. Now the cops, instead of Chili, pay the Russians a visit. Meanwhile, Raji and Elliot set up LaSalle by making him believe that Carr tricked Chili in giving him the $300,000 grand to get Linda's contract. Furious, LaSalle and the DubMD pay Carr a visit to confront him in his office.

Believing that Carr tricked him by giving the ticket to the police, Bulkin and his men pay a visit to Carr's office while Sin LaSalle and the DubMD's are there. Insulted by Bulkin's racist remarks, LaSalle kills him. In the meantime, Raji sends Elliot to kill Chili.

However, Chili befriends Elliot and tells him that he can help him out with his acting career. When Carr threatens Chili, Chili sends him to the hands of the police with a pawn ticket. Finally when Raji and Elliot threaten Chili, he again befriends Elliot when Edie helps him figure out how to answer his cell phone message on it.

After learning that Chili had gotten him an audition for a film, Elliot turns on Raji because he erased the evidence of it on his answering machine. For all his smooth talking and flamboyant wardrobe, Raji finds himself in a firework conflagration which roasts him live on camera. Carr is arrested on murder charges when they find him with the bat used to kill Joe Loop.

During all of this confusion, Chili squeezes in a dance scene with Edie (a nod to his "Twist Contest" scene, also with Thurman in Pulp Fiction) and Moon gets her debut with Aerosmith. Finally, LaSalle becomes the producer for Moon and Elliot embarks on a successful acting career (his first film is with Nicole Kidman).


  • John Travolta as Chili Palmer
  • Uma Thurman as Edie Athens
  • Vince Vaughn as Roger "Raji" Lowenthal
  • Cedric the Entertainer as Sin LaSalle
  • André Benjamin as Dabu
  • Christina Milian as Linda Moon
  • Harvey Keitel as Nick Carr
  • The Rock as Elliot Wilhelm
  • Danny DeVito as Martin Weir
  • Robert Pastorelli as Joseph "Joe Loop" Lupino
  • Paul Adelstein as Hyman Gordon
  • Arielle Kebbel as Robin
  • Debi Mazar as Marla
  • Gregory Alan Williams as Darryl
  • Seth Green (uncredited) as "Shotgun" the Music Video Producer
  • James Woods as Tommy Athens
  • George Fisher as Ivan Argianiyev
  • Kimberly J. Brown as Tiffany
  • Lewis Jordan as Harver James
  • Alex Kubik as Roman Bulkin


  • Aerosmith (Steven Tyler, Joe Perry, Tom Hamilton, Brad Whitford and Joey Kramer)
  • Wyclef Jean
  • The Black Eyed Peas (, Fergie, & Taboo)
  • Sérgio Mendes
  • Gene Simmons
  • Fred Durst
  • RZA
  • Anna Nicole Smith
  • Della Reese
  • Kobe Bryant
  • moe. (Sticker only)
  • The Pussycat Dolls
  • Rocco Botte


"Be Cool" began production in 2003. '

Jennifer Connelly, Charlize Theron, Naomi Watts and Halle Berry were considered for the role of Edie Athens. Joe Pesci was part of the cast before filming began, but due to unknown reasons, he left the project shortly before production started.

James Woods was originally cast as Nick Carr, but he had to drop out due to emergency surgery for an aneurysm & was given the smaller role of Tommy Athens instead.

This was Robert Pastorelli's last film; he died from an accidental drug overdose during production.

Box Office

On a production budget of $53 million, "Be Cool" grossed $56,046,979 in North American and $39,169,077 internationally, totaling up to $95,216,056 worldwide.

Critical Reception

Be Cool received a 30% rating, based on 169 reviews, with an average rating of 4.6/10. The site's critical consensus reads: "Be Cool is tepid, square, and lukewarm; as a parody of the music business, it has two left feet."

On Metacritic, the film has a score of 37 out of 100, based on 38 critics, indicating "generally unfavorable reviews."

Halliwell called it "a palpable miss, a movie so lazy and laid back that it falls over; there are none of those insights ... that made Get Shorty so enjoyable".

In an August 2015 interview with "Deadline", director F. Gary Gray discussed the failure of the film, stating: "With Be Cool, I made some assumptions in thinking that movie was going to work. I’d just made a successful PG-13 movie The Italian Job and when I walked into Be Cool, it was rated R and then at the last minute in preproduction I was told, “Well, you have to make this PG-13.” I should have walked off the film. This was a movie about shylocks and gangsta rappers and if you can’t make that world edgy, you probably shouldn’t do it. I walked in thinking I was going to make one movie and then it changed. Maybe it was arrogant of me to think because I had success in this realm of PG-13 I could make that work".

USA Today wrote: "Despite a cast and production that seem to promise one of the year's first movies of any note, Cool never translates its promo-photo flashiness into authenticity on screen."

The Chicago Tribune's Michael Wilmington wrote: "Even if you enjoyed the mean, funny 1995 John Travolta-Elmore Leonard crime comedy "Get Shorty"-and many of us did-this forced sequel isn't likely to help you repeat the experience."

James Berardinelli wrote that the film "lacks both a focus and an edge, making it an amorphous mess."



Be Cool (2005) Trailer