Warner Bros.

It’s all in the exclamation point.

Steven Soderbergh’s The Informant! is adapted from Kurt Eichenwald’s The Informant, a work of journalism that the publisher wanted so badly to align with the nonfiction thriller A Civil Action that the latter is mentioned on both the front and back covers.

The informant in question is Mark Whitacre (played in the film by Matt Damon), president of bioproducts at Illinois food corporation Archer Daniels Midland. The story—as told by Eichenwald, before becoming an episode of This American Life on its way to the big screen—begins as a kind of agitprop tale of price fixing (companies conspiring to artificially elevate prices on their goods to maintain dominance against competitors at consumer expense), and Mark’s role in helping the FBI take on ADM. But that description only hints at where the story goes, as Mark’s lies pile up and his mental stability crumbles, leading him to launch a chaotic battle against the FBI amid the revelation of his own financial crimes.

With all that espionage and paranoia, the playbook for a movie seems clear. Look no further than the Discovery Channel special on Whitacre, where by-the-numbers dramatizations of shadowy tête-à-têtes and sickeningly-lit conference rooms create a satisfying if uninspiring effect. And when it was reported that Steven Soderbergh would helm the Hollywood version, it made sense. This was the man who directed Traffic and Erin Brockovich (and released both in the same year, the absolute madman). Fusing those two sensibilities would surely produce a first-rate slice of dark corporate intrigue.

Then he slapped that exclamation point onto the title. Something else was on his mind, something to elevate his product over any Hollywood competitor taking on a similar story.

Soderbergh chose a surprising take: He turned the story into a comedy…sort of. Really, he did something more complex and sophisticated, taking a straight account of the events—the screenplay was written by his collaborator on Contagion and Side Effects rather than any of his farces or capers—and directing it in the style of a comedy.

To walk the audience through this tonal uncanny valley and provoke joy rather than discomfort, he needed something very specific from his cast. So he made a choice that proved to be the film’s masterstroke: he cast nearly every significant supporting role with actors known primarily for comedy. Actors who could embody that exclamation point.

It’s a choice that paid off with myriad delights. And so, without further ado, I humbly present a definitive and objective ranking of The Informant!’s best supporting performances.

10. Paul F. Tompkins (FBI Special Agent Anthony D’Angelo)

Tompkins takes a fairly dry approach to his role in the final act of The Informant! As his character questions Mark about the profit he made off illegal activities, Tompkins never reaches for the kind of laugh you know he’s capable of—while he’s best known as a stand-up comic and cast member of the groundbreaking comedy series Mr. Show, he can also be found playing a small role in There Will Be Blood, so it’s easy to think maybe Soderbergh asked him to draw more on his experiences in a dark Paul Thomas Anderson epic than those mugging for a live studio audience.

But when Mark spews another of his endless deceitful excuses, Tompkins interrupts with a raised hand. “So not five, but seven-point-seven [million]?” he asks, assessing the full scale of Mark’s crime.

The scene ends there; another minor detail in a story dense with them. But rather than a whimper, the scene ends on, if not a bang, at least a pop thanks to a series of small choices by Tompkins. There’s the slightest flourish in the way he raises his hand to interrupt. When he asks his small fragment of a question, he traces his finger through the air just so, his eyebrows bobbing in time. The length of the pause midway through the question, and the exact stress he puts on “seven-point-seven,” are sharp and precise, suggesting time spent considering the smallest elements of his delivery.

A comedian spends years honing that ability—manipulating voice and gesture to keep an audience’s amused goodwill because if it’s lost, it might never come back. And Soderbergh needed performers with that ability if he wanted to keep the audience with him through an endless string of financial minutiae on the way to the film’s climax. He needed performers who could wield voice and gesture with a surgeon’s care, and make trivialities feel like quips.

9. Marvin Hamlisch (composer)

He never appears onscreen, but that doesn’t make the support provided by Hamlisch—who had been in semi-retirement for a decade when Soderbergh hired him—any less vital to the The Informant!’s success.

Though his name recognition might be lower in 2017, Hamlisch was once an icon—he scored some of the most beloved films of the second half of the 20th century, from Ordinary People to Sophie’s Choice to The Sting, which won him a well-deserved Oscar for his ragtime-influenced soundtrack. He wrote themes that netted nine Best Original Song nominations. He’s one of only 12 people to EGOT (i.e. win an Emmy, Grammy, Oscar, and Tony), for goodness’ sake. In David Wain’s 2008 comedy Role Models, Christopher Mintz-Plasse’s character complains (straining credulity a little) that bullies tease him for a resemblance to Hamlisch. This is no anonymous journeyman.

And you don’t bring him in to compose anonymous background music, because what he does is very specific to his era. Most 21st century movies don’t call for the kind of lively orchestral melodies that Hamlisch was so adept in. So Soderbergh chose Hamlisch to give a performance, more than perhaps any other composer alive in 2009 could have.

Among Hamlisch’s credits is the James Bond adventure The Spy Who Loved Me, and when Mark leaves his routine first encounter with the FBI agents for whom he’ll soon be wearing a wire, Hamlisch scores the moment with a track that sounds exactly like a Moore-era Bond theme, all dramatic horn stings, antic timpani, and frenzied surf guitar. It’s ridiculously out of step with a Midwest executive driving home, and that irony is anything but cheap. Mark believes he’s living in a thriller—he constantly chirps that his escapades are “just like a Crichton novel!”—and so the music serves not to comment on objective reality, but on Mark’s pathologically subjective perspective on his own life.

The music continues to serve as a melodic Greek chorus as the story shifts into Mark’s mental collapse and our sympathies shift outside of his solipsistic viewpoint. When he invokes attorney-client-privilege and draws his office blinds, the moment comes not with the Bond-esque flourish Mark would imagine, but with a ragtime tune we associate with slapstick farce—an association largely cultivated by Hamlisch’s own work decades earlier.

Mark’s story is wracked by cognitive dissonance. Soderbergh chose to highlight and worsen that dissonance for the audience, and in bringing a master composer back for one last job, he secured a key ally.

8. Scott Adsit (Sid Hulse)

Scott Adsit eats funny. That’s most of what he does in The Informant!: Chew on a massive mouthful of seafood in a way that’s halfway goofy and halfway grotesque. And it’s important he be funny when he does, because he needs to leave enough of an impression for us to remember him between that one very brief appearance at the beginning, and an even briefer appearance at the end.

Adsit (first recognizable for playing a feral man in a Super Bowl Honda commercial before becoming a costar on 30 Rock) plays an acquaintance of Mark’s whom, we’ll come to learn, Mark is fleecing through a classic “Nigerian prince” scam. His first scene is at a dinner, and though his lines are unremarkable, Adsit paints a portrait of this slightly unpleasant man—one we won’t mind seeing get his comeuppance an hour later—through the way he gnaws that much-too-large mouthful, talking around it, working his nostrils and eyebrows with a gymnast’s agility.

There’s a feeling of silent-film acting to Adsit’s performance, the slightly heightened physicality of performers who had to make a vivid impression without the benefit of their voices. And that’s what Soderbergh needed—he didn’t want an outright farce, he just wanted to waft enough of that feeling into the theater that we’d be primed to notice how ridiculous it all becomes. Performances like Adsit’s heighten a moment just enough that it’s elevated above reality without spinning away from verisimilitude.

7. Tom Papa (Mick Andreas)

Papa has a lot to do in The Informant!, more than nearly any other performer on this list. As Mark’s ADM superior, his arc takes him from obnoxiously confident in his illegal dealings, to cowed by the repercussions, to ultimately baffled by his colleague’s frantic behavior.

Tom Papa is not a household name, and that’s just as well. A bigger name—say, a Steve Carell—could have pulled off the part with aplomb, but someone like Carell would have taken up too much oxygen, reminded us too much of the balance being struck between comedy and drama (as he did, for example, in The Big Short). The role of Mick Andreas needs to navigate that balance seamlessly as he guides us through the tonal shifts in the story, not call attention to it.

The first act of The Informant! is comparatively dry, and while it’s essential we get the drthe ift of the corporate malfeasance, we don’t need to follow every detail (in fact, there’s so much jargon that it takes Herculean focus to do so even on repeat viewings). But we need to maintain our interest in this world, so an actor with decades in the comedy trenches—including a stint as a sitcom star in the short-lived Come to Papa, where he played lead to a fourth-billed Steve Carell—is a perfect choice as a ringer to keep us along for the ride.

Papa plays his scenes like exceptionally joke-light episodes of The Office, with a verve that comes from years of making mediocre material into something watchable. This material isn’t mediocre, just a little dull, but we need to be warmed up and chuckling even in this early stretch. So Papa’s slightly big delivery of lines like “I don’t give a shit about the Japanese!” puts a small smile on your face, creating a cohesion of tone that cements the tricky balancing act this film represents. Not bad for a guy who isn’t a household name.

6. Andy Daly (Marty Allison)

Andy Daly’s main contribution to The Informant! is one 20-second scene. But what a glorious 20 seconds they are, glorious enough to land him just outside the top five.

As he explains to FBI investigators his role in Mark’s embezzlement, Daly (a familiar comedy utility player and star of the instant-classic Review on Comedy Central) slouches like a petulant teenager—you’ve never seen a man in a suit sit so strangely—and utters two fairly unremarkable sentences: “He had me set up a company, Nordkron Chemie, and just issue these fake invoices to ADM, and there was a bank account in Hamburg. So I would get a check for like 200 grand, and most of it would go back to Mark.” It’s a scene that could easily get lost in the shuffle.

But there’s something so special in the way Daly takes a breath between sentences to spread his hands in a half-shrug, half-yeah-I-know gesture, pushes out that final sentence a little too quick, a little too high-pitched, with a micro-shrug in the middle, then looks off to the corner before intently studying his palm.

It’s a note-perfect portrayal of a 16-year-old caught smoking behind the gym. It’s a marvel, so much more so than it needed to be. Despite—or maybe due to—lasting less than half a minute, it easily earns an MVP slot.

5. Joel McHale (FBI Special Agent Bob Herndon)

At this point, we first think of Joel McHale as a sitcom star, but the premiere of Community aired one night before The Informant! opened. So to audiences that first weekend, McHale was the guy who hosted The Soup for 11 years, offering weekly sarcastic commentary on the dregs of pop culture. In a representative clip, McHale presents a moment from Survivor in which a castaway claims, “My mouth is dry, and I’ve been getting treatment for it.” We then cut to McHale in the studio, brow in a deadpan furrow, responding, “Dry mouth is, of course, a very serious condition, and it takes a trained medical professional to administer treatment.” He takes a sip of water, refusing to crack a smile as the studio audience goes wild.

That understatement makes him an excellent choice to play a comic FBI agent, but more than almost anyone else on this list McHale’s role has virtually no comic beats. There are moments where his skill with a double-take comes in handy—like the scene where Mark casually reveals his embezzlement to his FBI handlers during a pleasant lunch at a Chinese restaurant—but on the whole, McHale’s part is simultaneously essential and slim.

In one scene, though, McHale examines a box of granola bars. And as he flips the box around in his hand, something feels funny. You might want to laugh, but it’s hard to say why. And here’s where it would be disingenuous to suggest that Soderbergh isn’t making some use of his audience’s familiarity with these performers in order to create his effect.

Soviet filmmaker Lev Kuleshov once took a close-up of an actor making an enigmatic face, and paired it with incongruous images. When audiences saw the expression paired with some soup, he seemed hungry; the same expression paired with a child’s funeral seemed sad. The Kuleshov effect, as it’s now known, demonstrates that we derive meaning not just from an image, but from the context around it.

And any fan of Joel McHale, whether his performance in The Soup then or Community today, puts some mental context around an image of him looking skeptical. It’s a sort of internal Kuleshov effect, pairing an innocuous study of granola bar ingredients with a memory of dozens of similar gestures—the time he made the same expression at a Real Housewives clip or an absurd Chevy Chase line reading. It seems safe to assume Steven Soderbergh didn’t pick this actor arbitrarily to study a box of granola bars.

4. Tony Hale (James Epstein)

In The Informant! Tony Hale is always paired with Richard Horvitz, who plays the other half of Mark’s legal defense team. They appear towards the end of the film, the part after Mark seeks outside counsel to protect him from both ADM and the FBI, but before he fires these competent professionals and hires a bozo in a Hawaiian shirt instead. Of course, you could be forgiven if you forgot Hale had a scene partner. While Horvitz is an experienced actor with a fair share of dialogue here, he barely registers. It’s not his fault; he’s just operating alongside one of the most uniquely anxious comic actors of the past quarter century.

Sandwiched between his roles in Arrested Development and Veep (a show that, along with all of Armando Iannucci’s work, has a lot in common with The Informant!’s farcical treatment of serious bureaucratic crises), Hale’s performance is a perfect addition to his portfolio of anxiously responsible oddballs. When Mark tells him that he recorded upwards of 200 tapes for the FBI, Hale makes a sound that’s tough to replicate in text, something between whoa and ooh, delivered with his shoulders far above his ears. The moment is neither naturalistic nor totally cartoonish. It’s just mildly exaggerated, like so much of this movie.

Hale features in one of the film’s most trailer-ready comedy beats. On their way up to a meeting with the FBI, Mark tells his lawyers, “I haven’t been telling you guys the whole truth. But I’m gonna clear that up in there today.” Then the elevator dings and Mark steps on as Hale’s Epstein chases him with a panicked, “No-no-no-no-no!”

The Informant!’s theatrical poster features one word in a typeface so large it’s broken into three lines: UN-BELIEV-ABLE. It’s a word we use in shock, usually accompanied by either a laugh or a scowl. Soderbergh sought to demonstrate the thin line between those impulses, how quickly we can flip from joyful to appalled and back until we can’t recognize the difference.

One way to think of laughter is as an unconscious response to being grateful that something is happening to someone else, not us. And when Joel Epstein realizes his unstable client is about to tank his own case, that’s why we’re laughing: because thank God we’re fortunate enough not to be caught up in the events of The Informant!

3. Frank Welker (Mark Whitacre’s Father)

Frank Welker isn’t known for his face. So when he delivers one of the biggest laughs in The Informant!, it’s easy to think, Wow, for a nobody, that guy really nailed it.

He isn’t a nobody, though. He’s one of the most important voice actors of his generation: Along with voicing Megatron in every Transformers property for the past decade, Welker originated the voice of Fred in the Scooby-Doo franchise and now voices Scooby himself, and his list of credits also includes Ray in the classic Ghostbusters cartoon and Kermit in Muppet Babies. The guy’s got chops.

But it’s not his voice that does the heavy lifting in The Informant!

Welker’s one scene comes just as the film’s two impulses—towards farcical caper and dark psychodrama—suddenly collide, and our biggest laugh accompanies the moment that we grasp the depth of Mark’s psychological distress. From the opening moments of the film, we’ve known one key fact about Mark’s upbringing: his parents died when he was a child, and he was adopted by a wealthy family. He repeats it not only to other characters, but in his inner monologue as well. It’s the truth to us, to his friends, and, seemingly, to Mark himself.

Towards the end of the film, though, we cut unexpectedly to a cozy suburban scene (accompanied by a jaunty Hamlisch melody, of course). A woman in late middle age (versatile character actress Candy Clark) is interrupted from her gardening by a call from a reporter. She answers some questions, then turns to her husband (Welker), and says, “Mark’s been telling people that you and I were killed in a car accident and he was adopted by rich people?”

Welker looks off in puzzlement, utters an almost inaudible, “Hm,” then pushes his glasses up his nose and admits, “That’s kinda weird.”

Everything about it is hysterical—Welker’s vacant consideration, his vast underreaction, the little tic of scrunching his nose that suggests so much about this man—and not just in the sense of riotous laughter, but in the sense of teetering on the edge of madness. Our amused unbelievable! response is suddenly turning into an aghast one, and an actor needs deft skill to ease us through a beat that recontextualizes our understanding of our protagonist while also providing a cathartic laugh for the road.

In the very hard cut that follows—to a shot of Mark hanging his head in what appears to be contrition but, we quickly realize, is a brief consideration before his next big con—the laugh catches in your throat. It needs to be a big laugh for the shift to be this startling.

2. Scott Bakula (FBI Special Agent Brian Shepard)

Scott Bakula is the beneficiary of everyone else on this list.

While he has plenty of experience in comedies, nobody would think to call Bakula a comic actor; they’d probably think first of his starring roles on Quantum Leap or Star Trek: Enterprise. And while his performance as Mark’s closest agency ally is warm and engaging, Bakula has no particular comedy moments to play. For the most part, he holds down the naturalistic end of the fort as his scene partners put amusing spins on their lines and gestures. But he’s present the whole time, quietly building audience goodwill. Because when the bottom drops out of this story, we’ll need him to keep us from spinning into the abyss alongside Mark.

When the bottom does drop out, everything feels different. More than any other scene, this one takes place in the real world. Mark sits in his living room across from Shepard, and his sputtered excuses echo harsh against the walls, as though the protective barriers we’re accustomed to have vanished. We’re no longer in the thriller that Mark perceives the world to be, nor the world positioned ironically as a farce. The filters are gone and we’re in the harsh reality where these events actually took place. Mark has drifted too far from the shore to be our perspective character. Now Agent Shepard has to be our protagonist.

As Mark rushes through what he claims to be a letter from a psychiatrist—though the spastic wording makes clear it’s a fraud—he shouts so loudly he blows out the microphone for a fraction of a second, a tiny crackle we associate with documentary, not farce. Shepard listens with an expression that registers as concern and sorrow, but always professionalism.

“I read the letter, Mark,” he says. And Bakula plays the next sentence so carefully, so gently but so firmly. “The problem with the letter is it’s a lie.” He puts a small, sympathetic lilt on the last three words, revealing that he is making every effort to defuse a human bomb that’s already halfway detonated.

Mark tells a few more outlandish and desperate lies, Shepard counters each one with a calm rebuttal, and we hear something so unusual in this film, or any other comedy: room tone. While Mark casts about for an escape hatch, there’s a faint whirring. It could be a lamp, or a kitchen appliance in the other room—it’s something most pleasant entertainments keep us from noticing. But it’s always there, that hum of reality running under everything.

“Why do you keep lying?” Shepard asks, and Bakula lets the professionalism slip long enough for a clench-jawed desperation to escape into the line.

And then more room tone fills this painfully real moment.

This scene seems to have been lifted in from the straightforward version of The Informant—the one with no exclamation point. But preceded as it was by the exclaimed version of the story, this scene hits hard. And Bakula’s performance hits just as hard for being preceded by the work of his funny costars. We were so busy watching them that we didn’t realizing he and Soderbergh were setting us up for a quiet devastation. Magicians always distract you with something flashy while they’re getting ready for the really impressive trick.

1. Patton Oswalt (Ed Herbst)

Patton Oswalt’s first line of dialogue occurs more than halfway through The Informant! In a nauseatingly yellow conference room, Oswalt’s character tells Mark, “I’m with the FBI’s economic crimes unit.”

He pronounces those last three words with such crisp precision. It’s not a showy moment; you completely buy that this jowly man in a very wide tie is a government suit. But rather than just letting the words tumble out before moving on to the point of the scene, Oswalt (sitcom costar on The King of Queens, Pixar star in Ratatouille, and one of the most prominent stand-ups of his generation) makes the most of each one.

He puts a slight pause between “economic” and “crimes,” raising his eyebrows as he does. His voice rises a little bit on “crimes,” then falls again on “unit,” and he adjusts his head slightly with each word of this slight tongue-twister of a title. Then he introduces his two colleagues, and they start interrogating Mark about his criminal conduct. All things considered, he’s not a particularly significant character, and his introduction is not a particularly significant moment.

And yet it is.

In his 2015 memoir Silver Screen Fiend: Learning About Life from an Addiction to Film (a subtitle that may resonate with anyone who’s made it this far in an essay that analyzes individual syllables of line reads from supporting actors in a nearly decade-old movie), Oswalt writes about his early days as an unknown comic. While he had a comfortable niche in Los Angeles, he writes, “I made it a point to go out on the road—to the less receptive cities, where I still had to win people over.”

A comedian needs that muscle, the ability to walk into a room full of people who might be tired or distracted and make them sit up and focus. You need to take words you’ve said dozens, or hundreds of times, and make them feel simultaneously spontaneous and heightened. You need to make your listeners believe they’re hearing you say something for the first time but say it with such polish and flourish that it’s worth paying to hear you say it. That’s a feat, and the mechanics need to be invisible.

And like a gig in an unfamiliar city, Steven Soderbergh invited Patton Oswalt and so many of his peers to step outside their usual roles and genres and into the world of corporate espionage, bringing those mechanics along to elevate the story into something special.

Soderbergh needed to pull a trick so subtle and unique that it’s hard to even classify, a trick that few if any directors had attempted before: Turn a drama into a comedy through nothing but style and tone. As masterful as the above performances are, The Informant! is ultimately a triumph of direction, a vision delivered with such laser-focused clarity that its singularity could be taken for granted.

But Soderbergh couldn’t pull it off alone, of course; he needed the fix to be in. And with these 10 supporting performances, he found them. The competition never stood a chance.