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Under the Skin is a 2013 science fiction film directed and co-written by Jonathan Glazer, loosely based on Michel Faber's 2000 novel of the same name. It stars Scarlett Johansson as an otherworldly woman who preys on men in Scotland.

The film premiered at Telluride Film Festival on 29 August 2013, and it was released in the UK on 14 March 2014, and in the United States on 4 April 2014.

With a total worldwide gross of £5.2 million, Under the Skin was a box office failure. Nevertheless, it received positive reviews, particularly for Johansson's performance, Glazer's direction, and Mica Levi's score. It received multiple awards and was named one of 2014's best films by several publications. It ranks 61st on the BBC's 100 Greatest Films of the 21st Century list.

Plot
In Glasgow, a motorcyclist (Jeremy McWilliams) retrieves an inert young woman (Lynsey Taylor Mackay) from the roadside and places her in the back of a van, where a naked woman (Scarlett Johansson) dons her clothes. After buying clothes and make-up at a shopping centre, the woman drives the van around Scotland, picking up men. She lures a man (Joe Szula) into a dilapidated house. As he undresses, following the woman into a void, he is submerged in a liquid abyss.

At a beach, the woman attempts to pick up a swimmer (Kryštof Hádek), but is interrupted by the cries of a drowning couple. The swimmer rescues the husband, but the husband rushes back into the water to save his wife and both drown. As the swimmer lies exhausted on the beach, the woman strikes his head with a rock, drags him to the van, and drives away, ignoring the couple's distraught baby. Later that night, the motorcyclist retrieves the swimmer's belongings, ignoring the baby, who is still on the beach. The next day, the woman listens to a radio report about the missing family.

The woman visits a nightclub and picks up another man (Paul Brannigan). At the house, he follows her into the void and is submerged in the liquid. Suspended beneath the surface, he sees the swimmer floating naked beside him, alive but bloated and almost immobile. When he reaches to touch him, the swimmer's body collapses and a red mass empties through a trough.

The woman seduces a lonely man with facial disfigurement (Adam Pearson) but lets him leave after examining herself in a mirror. The motorcyclist intercepts the man and bundles him into a car, then sets out in pursuit of the woman with three other motorcyclists.

In the Scottish Highlands, the woman abandons the van in the fog. She walks to a restaurant and attempts to eat cake, but retches and spits it out. At a bus stop, she meets a man (Michael Moreland) who offers to help her. At his house, he prepares a meal for her and they watch television. Alone in her room, she examines her body in a mirror. They visit a ruined castle, where the man carries her over a puddle and helps her down some steps. At his house, they kiss and begin to have sex, but the woman stops and examines her genitals.

Wandering in a forest, the woman meets a commercial logger (Dave Acton) and shelters in a bothy. She awakes to find the logger molesting her. She runs into the wilderness but he catches and attempts to rape her; he tears her skin, revealing a black, featureless body. As the woman extricates herself from her skin, the man douses her in fuel and burns her alive.

Pre-production
Director Jonathan Glazer decided to adapt Michel Faber's novel Under the Skin (2000) after finishing his debut film Sexy Beast (2000), but work did not begin until he had finished his second film, Birth (2004). Glazer's producer Jim Wilson sent him a script that closely adapted the novel; Glazer admired the script but had no interest in filming it, saying: "I knew then that I absolutely didn't want to film the book. But I still wanted to make the book a film."

Glazer and cowriter Milo Addica, later replaced by Walter Campbell, spent several years writing and rewriting the story. They initially conceived an elaborate high-budget film, and produced a script about two aliens disguised as husband-and-wife farmers. Brad Pitt was cast as the husband, but progress was slow. Glazer eventually decided to make a film that represented an alien perspective of the human world and focused only on the female character. When Campbell was brought on board he felt the book was holding Glazer back. He and Glazer deleted every scene in their script that did not involve her and removed the elaborate special effects sequences, a process Glazer likened to "a big, extravagant rock band turning into PJ Harvey." Another major change from the book is that all of the characters have names, removed for the purposes of the films. Glazer shot commercials while the film was in preproduction, which he used to "sketch" ideas and test equipment.

Gemma Arterton, Eva Green, January Jones, Abbie Cornish and Olivia Wilde were considered for the lead. In 2015, Arterton stated that she had been Glazer's first choice but the film had needed a bigger star to get funding. The role went to Scarlett Johansson, who remained committed to the project for four years before it reached completion. For the role she learnt to drive a van and mimic an English accent. Johansson was well known for her roles in blockbuster films such as the Marvel Cinematic Universe franchise. Glazer said: "It made a great deal of sense to cast somebody very well known out of context. I remember seeing her walking along the street in a pink jumper on a long lens and she looks like an exotic insect on the wrong continent." Despite her fame, Johansson was rarely recognised, as members of the public did not believe it could be her.

Under the Skin was jointly financed by Film4 Productions, the British Film Institute, Scottish Screen, Silver Reel, and FilmNation Entertainment. Glazer secured final backing after cutting the elaborate special effects scenes from the script. The crew built their own cameras to shoot some scenes.

Filming
As Glazer wanted the film to feel realistic, most characters were played by non-actors; many scenes where Johansson's character picks up men were unscripted conversations with men on the street filmed with hidden cameras. Glazer said the men were "talked through what extremes they would have to go to if they agreed to take part in the film once they understood what we were doing." During the van scenes, hidden cameras were employed, placed in the dashboard, mirrors and seats, as Glazer wanted Johnasson to actually drive the van, without being recognised. Principle members of the crew, including Glazer, would sit in the back with monitors.

Championship motorcycle road racer Jeremy McWilliams was cast as the motorcyclist, as the film required a "world-class" motorcyclist who could ride through the Scottish Highlands at high speeds in bad weather. The logger was played by the owner of a location researched for the film. For the man with disfigurement, Glazer did not want to use prosthetics. To cast the role, the production team contacted the charity Changing Faces, which supports people with facial disfigurements. The role went to Adam Pearson, who has neurofibromatosis and had worked in television productions. Pearson's suggestions about how Johansson's character could lure his character were used in the script.

Post-production
To create the black room in which the character traps men, the crew built a bespoke set with a reflective floor, blackout, and custom lighting. The actors were filmed walking into a pool whose floor sank as they walked, submerging them. The scenes were finished with computer graphics.

Soundtrack
Under the Skin's soundtrack was composed by Mica Levi and produced by Peter Raeburn. Raeburn suggested Levi to Glazer, who contacted her after hearing Chopped and Screwed, her collaboration with the London Sinfonietta. Glazer wanted the music to express the protagonist's feelings as she experienced things like food and sex for the first time, and directed Levi with prompts such as "What does it sound like to be on fire?" or "Imagine when you tell somebody a joke and it’s not very good and their reaction’s a bit stilted." Later scenes use less music, to emphasise the sounds of the natural world that Johansson's character experiences. Levi based her compositions around 5 themes: the makeup, the cosmos, aliens, her job music and her feelings, and attributes a lot of the success of the soundtrack to "a mixture of bad recording technique"

Levi used mainly a viola to write and record over ten months, taking inspiration from Giacinto Scelsi, Iannis Xenakis, John Cage and music played in strip clubs. She looked for the natural and "identifiably human" sounds in the instrument, then altered the pitch or tempo of her recordings to "make it feel uncomfortable." In an article for the Guardian, Levi wrote: "Some parts are intended to be quite difficult. If your life force is being distilled by an alien, it's not necessarily going to sound very nice. It's supposed to be physical, alarming, hot." According to Pitchfork, "the strings sometimes resemble nails going down a universe-sized chalkboard, screaming with a Ligeti-like sense of horror; elsewhere, they endlessly drone in a gaping vortex, like Vangelis' iconic Blade Runner score dipped in turpentine." The Guardian wrote that Levi's "score brings together strings, percussion, distortions in speed and clashing microphones to create sounds that are seductive, perverted and compassionate."

The soundtrack was released on March 17, 2014.

Box office
Under the Skin premiered on 29 August 2013 at the Telluride Film Festival. It was screened at the 70th Venice International Film Festival and the 2013 Toronto International Film Festival. It was released in the United Kingdom on 14 March 2014 and the United States on 4 April 2014. Under the Skin was a box office failure, grossing $2,614,251 in the United States and Canada and $4,615,682 in other countries for a worldwide total of $7,229,933, against a production budget of $13.3 million. In the United States, it opened with $140,000 in four theatres; despite earning the highest per-theatre average of all films playing that weekend, above Captain America: The Winter Soldier (which also stars Johansson), it failed to make the list of top-grossing films in the United States speciality box office. In the United Kingdom, it opened with a gross of £239,000. According to the Guardian, the film's budget was in "the danger zone: not in the ultra-low bracket that can make a sharply executed future vision ultra-profitable ... [nor] the $30m-plus range where marketing begins to snag mass audiences."

Home media
Under The Skin was released on DVD and Blu-Ray format on 15 July 2014.

Reception
The review aggregator website Rotten Tomatoes gives Under the Skin an approval rating of 85% based on reviews from 212 critics and an average rating of 7.8/10. The site's consensus states: "Its message may prove elusive for some, but with absorbing imagery and a mesmerizing performance from Scarlett Johansson, Under the Skin is a haunting viewing experience." On Metacritic, which assigns a rating out of 100 top reviews from mainstream critics, the film has a score of 78 out of 100 based on 42 reviews, indicating "generally favorable reviews". Metacritic also listed the film as the fourth best of 2014 based on its appearance in critics' top-ten lists.

Xan Brooks of the Guardian gave Under the Skin five out of five and called it "far and away the best picture" in the Venice Film Festival. Peter Bradshaw, also of the Guardian, said the film was "visually stunning and deeply disturbing" and also awarded it five out of five. Robbie Collin of The Daily Telegraph wrote: "If my legs hadn't been so wobbly and my mouth so dry, I would have climbed up on my seat and cheered." Matt Zoller Seitz gave the film four out of four, describing it as "hideously beautiful. Its life force is overwhelming." Richard Roeper gave the film an A+ and four out of four, stating: "This is what we talk about when we talk about film as art." Christy Lemire gave it four out of four, calling it an "undeniably haunting, singular experience" and one of the best films of 2014. Jon Espino of the Young Folks gave it nine out of ten and called it "easily one of the most visually haunting films of 2014." Andrew Lowry of Total Film, Dave Calhoun of Time Out, and Kate Muir of The Times and Robbie Collin of The Daily Telegraph each gave the film five out of five.

However, Todd McCarthy of The Hollywood Reporter said that "the film provides too little for even relatively adventurous specialized audiences to latch onto." Kaleem Aftab of The Independent stated in his review that "Glazer simply gave up on trying to find a cohesive story." Henry Fitzherbert of The Daily Express awarded it two out of five and wrote: "it didn't get under my skin, just on my nerves."

Under the Skin was named the best film of 2014 by 20 critics and publications. In 2015, the Guardian named it one of the top 50 films of the decade so far. It received multiple accolades, including the London Film Critics Circle award for British Film of the Year and a European Film Award for best soundtrack. In 2016, it was ranked number 61 in the BBC's 100 Greatest Films of the 21st Century, an international poll of 177 critics.

Themes
Writing for the Milwaukee Journal Sentinel, Duane Dudek speculated that Johansson's character assumes a human identity to collect information about humans as an alien intelligence might, inducing an identity crisis causing her to "spin out of control like a broken machine". He wrote that the motorcyclist can be interpreted as a companion, enabler, or pursuer, and that the "tar-dark world" where the woman submerges her victims may be a nest, a web, another planet or dimension, or a visual representation of how sex feels to her or them. In the Guardian, Leo Robson wrote that Under the Skin deals with issues of race and immigration, interpreting Johansson's character as a "kind of immigrant", and that the film's title "seems like part of an anti-racial slogan, a reminder that despite our racial or ethnic differences we share some basic components". The depiction of these "basic components", provide a searing contrast between the musings of Robson's interpretation of the films representation of "otherness" and the subterfuge which can be derived from the physical violence and sexual assault Johansson's character faces. These events demonstrate that the film is "an allegory for what continues to pass unrecognized about patriarchy: those who break the rules of gender are stamped with a scarlet letter that easily becomes a target."

Though Glazer said he wanted to make a film "more about a human experience than a gender experience", several critics identified feminist and gender themes. The Economist wrote that "there is some aggressive sexuality in the film: women seem very vulnerable but then men’s desires are punished." In The Mary Sue, Kristy Puchko wrote that Under the Skin "creates a reverse of contemporary rape culture where violence against women is so common that women are casually warned to be ever alert for those who might harm them [...] By and large men don't worry about their safety in the same way when walking home late at night. But in the world of Under the Skin, they absolutely should."

Robson wrote that Johansson's character is "both a watcher and predator of men. In the society she enters, and to which she brings nothing besides a body, [she] is a sex object, in dress and demeanour a kind of sex toy; she might have come to Earth to prove a point about male expectations of women [...] If Under the Skin communicates any gender-politics message, it does so through the disparity in excitement between the male characters' reaction to [Johansson] and that of the camera." Noah Gittell, discussing in The Atlantic the scene in which Johansson's character undresses before a mirror, wrote: "You would think the first nude scene by a Hollywood star whose body has been the subject of such intense scrutiny would be big news. But the way the film frames it — with Johansson having removed almost all of her personality from the character — it doesn’t play as even remotely sexual, and the scene, remarkably, barely attracted any hype."