However, Disclosure Day triggered a lot of thoughts. I’ve always known that Steven Spielberg is a master of his craft, but you REALLY feel it when you’re watching it on an IMAX screen. It was more than that, though. The film burrowed under my skin and into my brain in a way that took me by surprise, and gave me a lot to think about.

So this is not a review. It’s just my opinion about what Spielberg has created in his 35th feature film (!) and what it made me feel. I know there are some who have grievances with Disclosure Day but I wouldn’t be in the least bit surprised when the film is reappraised in the same way that the conversation has shifted around his 2001 film A.I.: Artificial Intelligence to be ranked as one of his best works.

THERE WILL BE SPOILERS SO IF YOU HAVEN’T WATCHED THE FILM YET AND WISH TO REMAIN SURPRISED, STOP READING HERE!

We take Steven Spielberg for granted.

I think this nearly halfway through Disclosure Day, the scene where Josh O’Connor’s beleaguered and bewildered Daniel Kellner crawls up to a wooden fence as black-clad Wardex employees prepare to storm the farmhouse safe house; it’s filmed in one long take, the camera gliding between the fence and back as he sneaks around and into one of the cars. And for a moment, my filmmaker brain goes, HOW DID HE DO THAT? In any other picture, such a shot might be a piece of virtuoso filmmaking; for Spielberg, it’s just another shot. He makes it look so effortless that his lesser work could be another director’s finest.

Disclosure Day reminded me of James Cameron’s The Abyss, which is ironic because to me, that film felt like Spielberg’s own Close Encounters of the Third Kind but with a thriller component attached to it, and that’s exactly how I’d describe Disclosure Day. It’s got the awe and wide-eyed wonder about extra-terrestrials, but there’s also an ominous man in a suit— Noah Scanlon (Colin Firth)— determined to capture Daniel while television meteorologist Margaret Fairchild (Emily Blunt) gets tangled in the conspiracy when a visit from a seemingly stray cardinal (the bird, not a lost Catholic official) suddenly unlocks an ability inside her to speak any language fluently and intuit other people’s thoughts. No shade to Josh O’Connor, who is quickly becoming an interesting up-and-coming actor after appearances in Challengers and Wake Up, Dead Man, but the Emily Blunt story is the more interesting out of the two.

In this sense, Spielberg is retreading familiar territory— this is his fourth film about aliens, and the third one in which they are benign (the visitors in War of the Worlds were definitely not)— but that’s like complaining about Renaissance artists painting only Biblical subjects or Taylor Swift singing breakup/love songs. An artist likes to revisit certain themes— Martin Scorsese examines guilt, sin, and the Mafia repeatedly in his work. This time around, Spielberg is bringing newer perspectives and themes to the story. The most surprising is the Catholicism angle and the question of faith tied to the existence of life beyond the stars. Spielberg has embraced his Judaism faith especially after Schindler’s List, but since themes of Catholicism are more Scorsese territory, I wondered if that angle was courtesy of screenwriter David Koepp. Turns out I was correct: Koepp was raised Catholic and in an interview, he cites religion as important to his thinking about aliens:

“I was raised Catholic. I know people who are fervent atheists, and I know people who are fervent believers,” he says. “And I’ve always felt like the only reasonable position is agnostic; is only to admit: Possibly. I don’t know.”

Consider, too, that two people arguing against sharing the classified information about aliens are Catholic— Jane, a former novitiate… and Scanlon himself, who recalls attending Sunday School at the same convent that Jane studied in. Jane thinks that the truth could create panic as people’s faith in a mysterious supreme being crumbles under the evidence of real supreme beings. Scanlon believes the same, that people are incapable of handling such truths. When Jane confides her doubts in Sister Maria (Elizabeth Marvel), her former Abbess asks her whether it’s so hard to believe that God would create an entire universe and only create humans to enjoy it.

It’s interesting that both Catholics— Jane and Scanlon— have lost their faith in people. For Jane, it was around the time she left the church. For Scanlon, it’s hinted that it was around the same time that he lost his wife and dealt with the grief by turning away from people; which in turn pushed away his colleague Hugo Wakefield (Colman Domingo), the secret leader organizing the alien exposé.

A complaint I’ve been hearing and seeing is that Disclosure Day should’ve been about what happened after the information was released. How would people have handled it? That, however, is not the film’s intention. Disclosure Day is instead a plea for empathy in today’s increasingly divided and fractured times, the subtext made literal when Hugo argues with Noah that the aliens saw empathy as the human race’s evolutionary advantage, the reason for our survival. Margaret’s powers isn’t so much Charles Xavier-levels of telepathy as much as amplified empathy that is almost Christ-like, that is best demonstrated when her newly awakened powers help talk her out of a speeding ticket by seeing into the police officer’s life, and later when she walks straight into a Wardex black site to rescue Daniel, walking them out by empathetically influencing the agents to stand down— including Scanlon at a pivotal moment when he sees his dead wife in Margaret’s place and his resolve wavers for the first time.

On paper, this scene should feel comical, even silly. But all that Margaret does is simply see the agents as human beings; intuiting their fears and doubts, she tells them what they need to hear— and for the most part, it’s reminding them of their loved ones. The ones who are gone, the ones who are present, the ones to reach out to; creating a moment of shock that discombobulates them by reconnecting them with their humanity.

Given that we live in a time when technology is eternally surveilling us and algorithms are insidiously driving us further apart, it can serve as a jolt that our increasing partisanship is pushing us to destruction.

This isn’t hypothetical— in Disclosure Day, the world is literally on the brink of World War III. It seems incredulous that the notion of life among the stars could pull us back and unite humanity… but in 1986, that’s exactly what happens in Alan Moore’s and Dave Gibbons’ Watchmen, when the antagonist Ozymandias orchestrates a fake alien invasion to stop the United States and USSR from going to nuclear war.

The Spielberg film that comes to mind when thinking about Disclosure Day is not Close Encounters, but Schindler’s List, particularly in the glimpses of the alien footage itself. I thought about it in the scene where scientists lay out the bisected corpses of the aliens, presumably killed when their ship crashed. I thought about it a lot in the scene when three small aliens— as tall as a five-year-old— being herded into a tent by men with coats, like Holocaust victims sent to the camps. And I definitely thought about it in that grisly video in which experiments were conducted on the creatures, and without anesthesia. There is a chilling parallel between these alien experiments and the horrifying human experiments carried out on Holocaust prisoners by figures such as the ‘Angel of Death’ Josef Mengele, in the name of ‘science’. Science and technology can do good things, but it can also dehumanize us and force man to do terrible deeds.

Spielberg has often been accused— I would say to unfair degree— of being a sentimentalist, and a plea for empathy in Disclosure Day might merit a scoff or an eye-roll. Empathy isn’t going to solve the world’s problems, the more cynical among you might sneer. Solve, no, but empathy— the act of taking the trouble to see people as they are, as human beings— is the first step towards finding a solution. The world today does feel like it’s about to break into all-out war any day now, especially nuclear war. Authoritarianism is on the rise, Nazism is back in vogue and antisemitism is being normalized again. Inequality is worse than ever— Elon Musk became the world’s first trillionaire less than a week ago, so now everyone else including the billionaires are paupers in comparison— climate change is spiraling out of control, and tech-bros are either trying to frack our attention for profit or persuade us in an AI-slash-crypto-dominated dystopian future that will only dehumanize us further.

In Disclosure Day’s final moments, when the entire world grinds to a halt— including armies readied to deploy at the first sign of attack— I think about the Christmas truce of 1914. When German, British, and French soldiers crossed the World War I trenches to talk and exchange seasonal greetings in the week leading up to Christmas; when, on Christmas Eve and Christmas Day, some even ventured into no man’s land to exchange food and souvenirs and sing carols. For a moment, they stopped seeing each as nationalities or as the enemy, and instead saw them, as Christ would have wanted, as their fellow men. Future truces were less successful because the generals and leaders made it treason to make such entreaties. To win a war, it’s vital to see the other side as the enemy. To dehumanize instead of empathize. The last line in Disclosure Day comes from Margaret Fairchild as she looks into the camera, at the world— at us— and says “Listen.” To listen is the first real step to empathy and connecting. Spielberg made a movie about aliens but really, it’s a movie about us.

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Long live the movies!

D.L. Holmes

And when the teaser trailer came online, well, people had thoughts.

Lots of thoughts.

And those were the nicer ones! I’m not even going to bother showing the racist vitriolic comments because of course online trolls have racist vitriolic thoughts about Harry Potter, but why give them any more oxygen to amplify their toxic bullshit?

Aside from the more obvious advantages of adapting the books as a TV show— it can bring to life the stuff that couldn’t be included in the films, like Hermione Granger’s S.P.E.W. initiative1, entire characters like Charlie Weasley2, or create a unified vision from start to finish— and the more obvious disadvantage— can they pull off the visual effects on a TV show budget?!— this is the more interesting question to me:

How did producer David Heyman successfully oversee the adaptation of one of the most popular book franchises into one of the most successful film franchises all the way while maintaining the quality all the way to the very end?

Because without David Heyman, Harry Potter would not be as successful as we know it.

And one imagines that the executives at HBO are praying that the team behind the Harry Potter TV series can replicate the magic of the movies that cast such a powerful spell on the box office and audiences. 3

Only one other producer can rival Kevin Feige at Marvel Studios for his ability to bring together different directorial visions into one cohesive film tapestry, and that is David Heyman.

For the Harry Potter film franchise really owes its success to the British producer’s stewardship. He made the choices of hiring the right directors for the job— four in total— and allowed them to bring their creativity to the franchise without allowing it to derail the overall vision.

In fact, the Harry Potter franchise was, in its own way, a mini-Marvel Studios in the way it operated… but better, to me, anyway.

Our story begins in 1996. After spending close to a decade in the trenches of Hollywood, David Heyman had returned to England and set up his own film production company, Heyday Films. Born to parents working in the film industry— both parents were producers— Heyman started his career as a production assistant on A Passage to India4 before moving on to a creative executive role at Warner Bros.5 and later as vice president of United Artists. Afterwards, he spent a few years working as an independent producer on Juice (1992) and the cult “stoner” film The Stoned Age (1994). When he went home, he had established contacts, he knew how to put films together, and most of all, he had a first-look deal with Warner Bros. If he had any projects of interest, he’d show it to them first.

Heyday Films was a small outfit, as all humble beginnings tend to be. It was just Heyman, a development person— Tanya Seghatchian—and a secretary—Nisha Parti. The strategy was to adapt British books into films, largely because Heyman loved to read. So every Friday, he and his associates would take home books and manuscripts to review over the weekend and discuss on Monday at the weekly meeting.

They must have combed through piles of material with screen adaptation potential, and spoken to dozens of agents and publishers; but it wasn’t until nearly the end of 1996 that Seghatchian came across an article in a trade publication about a yet-to-be-published book about a young wizard by a first-time author. She contacted the author’s agent, got a copy of the manuscript… and placed it on a low-priority shelf.

There were dozens of other manuscripts to read. This one, called Harry Potter and the Philosopher’s Stone, was just one of many.

As the least senior member of the team, Nisha Parti often missed out on the more high-profile manuscripts and books. That’s how one Friday in early 1997, she picked up the Harry Potter manuscript from the low-priority shelf and took home to read. On Monday, she tentatively put up her hand to talk about it: she loved it. But Heyman was skeptical. The title didn’t seem all that great, for one. But Parti must’ve been passionate or persuasive about the adventure of a young boy who goes to wizard school because Heyman took the manuscript home that night, thinking he’d read a page or two. When he finally stopped reading, it was 3 o’clock in the morning. He’d read the entire thing in one sitting.

Heyman says:

I fell in love. I had been to a traditional British boarding school, not unlike Hogwarts—though without the magic. We’ve all had… the teachers we’ve liked and not liked, the Snapes and the Dumbledores and the McGonagalls. We’ve all been or known Hermione or Ron or Harry, and I think we all have felt a little bit like outsiders. Because the setting was so familiar, and because the characters were so, if not familiar, relatable, it removed it from being otherworldly and fantastical and made it feel possible, if that makes sense.

He also thought it might make a good, modestly-sized British film6 and so he reached out to his childhood friend Lionel Wigram, an executive at Warner Bros. in Los Angeles. Neither of them realized that Harry Potter would reunite them on a new professional journey.

Wigram love the manuscript, recalling:

I think we both responded so strongly to it because it reminded us of the kind of movie we as kids loved going to see—for example, Chitty Chitty Bang Bang, Willy Wonka and the Chocolate Factory, The Wizard of Oz... the films that played every year at the cinema in England at Christmas and Easter. Classics—about wish fulfillment, magic, fantasy. This book was a story like that.

At a weekly development meeting, Wigram—who was fairly new and didn’t have a lot of projects— pitched Harry Potter as “a sort of high school for wizards”. Despite the interest, his colleagues were hesitant: the inherent British-ness of the story made it unfamiliar to the Americans, and Hollywood hadn’t made a big fantasy film in a long time. In the end, however, they merely said, “Just don’t spend too much money.”

Warner Bros. secured the rights on behalf of Heyday Films, for seven planned books. It took a year to close the deal but once it was done, Heyman sat down with author J.K. Rowling for the first time; over lunch, he discussed his plans for the films, and took pains to assure Rowling that he would do everything he could to protect her vision and preserve the story’s British roots.

It was a promise he would keep— and perhaps unintentionally, serve as the franchise’s North star.

Over the course of 1998, Heyman and Wigram looked for a screenwriter, but with little luck. Holding to his promise, they tried to keep the talent behind the camera also British, and started by attempting to recruit the British team of comedy writer Richard Curtis (Blackadder, Notting Hill) and Mike Newell, who’d teamed up for 1994’s successful British rom-com, Four Weddings and a Funeral. Both Curtis and Newell passed, though the latter would later return to the franchise to direct Harry Potter and the Goblet of Fire.

When it became clear, however, that Harry Potter would be “big entertainment” and that there weren’t a lot of “big entertainment” British writers, they had to expand the search to American screenwriters. But it proved difficult; even though the book was a hit in the UK, the United States still hadn’t gotten a taste of Pottermania— and it wouldn’t until September 1998 when Scholastic released the American edition. Every screenwriter turned them down. Heyman assured a frustrated Wigram that things might change once the book arrived in America. “Let’s see what happens then,” he said.

It was successful, is what it was. Suddenly, everyone was calling them about making a Harry Potter film.

Two screenwriters quickly topped the screenwriter’s shortlist: Michael Goldenberg and Steve Kloves.

Kloves had made a name for himself writing and directing 1989’s The Fabulous Baker Boys, followed by Flesh and Bone; his adaptation of Michael Chabon’s Wonder Boys (2000) particularly impressed Heyman, even if nothing in Kloves’ filmography suggested an inclination towards fantasy or family entertainment. Says Heyman:

Steve really, more than most any screenwriter I’ve read, manages to capture an author’s voice. One reads his adaptation of Michael Chabon’s Wonder Boys, and it is imbued with Chabon’s spirit. It feels, when you read the script and see the film, like you are in Chabon’s world. One of the things that I loved most about Harry Potter and the Philosopher’s Stone, and loved about all the books, was Jo’s voice, and I thought that if, in some way, you could translate that to film, it would be wonderful. Steve is also a great writer of characters, and for all the magic, all the action, and all the fantasy, what I believe make the films work—make the books so special—are the characters.

To his surprise, Kloves was interested. He got the job in the end and would adapt all the books except Harry Potter and the Order of the Phoenix; Michael Goldenberg stepped in for him when Kloves took a break.

Over at Warner Bros., president and chief operating officer Alan Horn was dealing with more logical problems: should they adapt each book as a separate movie or combine the first three into one film? Should it be animated or live-action? Was the visual effects technology sophisticated enough to realistically depict games played on flying broomsticks and a big three-headed dog?

And of course, the biggest question of them all: Who was going to direct it?

Everyone in Hollywood was contacted about directing the first Harry Potter film.

Jonathan Demme (Silence of the Lambs)7. Brad Silberling (Casper, City of Angels)8. Alan Parker—a British director—who had worked on Bugsy Malone and Angel Heart, and was great with child actors9. Monty Python’s Terry Gilliam (Time Bandits) was an early favorite of both producer and Rowling10. Rob Reiner (Stand By Me) and Wolfgang Petersen (Das Boot) withdrew their names for consideration, as did Sam Mendes (American Beauty).

But the biggest name in the running was none other than Steven Spielberg himself. He was the first director to express interest in making the film, and the first person to be given the script. How far did the conversation go? Enough that Heyman met Spielberg in his office to talk about the film, which led to a second meeting over the phone with J.K. Rowling, and for news to break out when Spielberg took himself out of the running. Heyman has shot down rumors that Spielberg wanted to combine the first three books and make it as an animated film, insisting that it was not the case.

“[Spielberg] had three other projects that he was considering, and he wanted whichever one came together first,” said Heyman11. Decades later, Spielberg admitted that he’d also wanted to spend more time with his family, and directing Potter would have taken him away from them if he had to move to England.

Coincidentally enough, in a TCM interview recently, Spielberg also admitted that another reason for dropping Harry Potter was to make Artificial Intelligence after Stanley Kubrick died:

“After Stanley’s death, I was at the funeral at his home. Christiane Kubrick and Jan Harlan, her brother, approached me about taking over from Stanley, as Stanley had intended, and directing the movie.”

Apparently, the discussions with Heyman had gone far enough that Spielberg had started making casting suggestions for the older characters of Harry Potter.

“I actually walked away from Harry Potter, which I was scheduled to direct as my next movie. I gave it up. It was going to be a huge movie because the book already was a runaway cultural phenomenon. I gave that up to essentially do ‘A.I.’”

Ultimately, the coveted gig went to Chris Columbus, an unlikely choice. As Alan Horn would recall: “[Chris Columbus] was thought to be almost too ‘commercial’… and was definitely not British.”

But Columbus’s passion that won over both Warner Bros. and David Heyman. For nearly two hours, Columbus pitched his vision in which the real-world Muggle scenes would be dreary and the Wizarding World colorful and detailed. Said Columbus:

The inspiration was really from two David Lean pictures: Great Expectations and Oliver Twist. That sort of darkness, that sort of edge, that quality to the cinematography. For the color palette, we talked about Oliver! and The Godfather, which have a sort of rich, almost Technicolor quality to them. When we entered Magicland--which is how we always referred to Hogwarts--I wanted each frame to be filled with a sense of wonder.

It was Columbus’s daughter who made him aware of the book, which interested him enough to call his agent. The agent told him that there were 25 other directors ahead of him in consideration, but Columbus told to get him an interview anyway— but to make sure that he would be the last person interviewed.

I think my desire to be last comes from auditioning actors. For some reason, whether the actor is good, bad, or mediocre, you always seem to remember the last person in the room. So I felt that if I had my ‘A’ game on, it would be an advantage to be the last person.

It also gave Columbus time to think about how he’d approach the film. In an unprecedented move, he rewrote Kloves’s script in twelve days— simply to get a better feel for the material. As Columbus says:

It was important for me that I came in there having rewritten the script. I just wanted to be able to convey what my vision would be for the film. And no one in Hollywood tends to rewrite anything without getting paid for it, so they were shocked when I told them I’d done it. I had received the script with my name printed on every page [a standard Hollywood security precaution], so I had to essentially retype it into my computer and add some sequences that I wanted to see in the film.

Aside from being an American, Columbus had one advantage and disadvantage for and against him.

Disadvantage:

• Never made a fantasy film before— though he cited his scripts for Gremlins, The Goonies, and Young Sherlock Holmes as proof that he could do it.

Advantage:

• Successful with child actors, having made a star out of young Macauley Culkin on the Home Alone films.

But what really sold Columbus to Heyman was that their visions aligned: Columbus wanted the cast to be British, he wanted each book to be its own movie, and above all, he wanted to be faithful to the books.

“At that point,” said Heyman, “that was the most important thing to me.”

His persistence paid off. In March 2000, Chris Columbus was hired to direct the first two Harry Potter films. He got to work immediately: Warner Bros. wanted to put Harry Potter into production that very September, so Columbus relocated to England, started assembling his team, and worked with Kloves on the script.

David Heyman kept his promise to retain the Britishness of the book; as a result, everyone who appeared in front of the camera throughout the series was British12. But ironically, behind the camera, it was two Americans— Columbus and Kloves— who significant shaped and brought to life the creative vision of the franchise.

The biggest advantage that the TV series will have over the films is that they know how the story begins and ends. But in 2000, only THREE Harry Potter books had been published; the fourth, The Goblet of Fire, would come out only in July 2000 after Columbus had been hired. Heyman, Kloves, and Columbus were in the predicament that Game of Thrones showrunners David Benioff and D.B. Weiss found themselves in less than a decade later when adapting George R.R. Martin’s incomplete A Song of Fire and Ice saga— they had a runway to build a plane that could achieve liftoff… but they had no idea how it ended to know how to land the damn thing!

That’s why Rowling’s assistance proved crucial at this stage, offering Kloves and Columbus with feedback on the drafts, and helping them to better understand the world of Hogwarts they were creating. More crucially, Heyman, Kloves, and Columbus welcomed Rowling’s input. This was crucial: She knew what the still-fledgling Wizarding World looked like. The film team wanted to create a sandbox that aligned with her vision, instead of dismissing her feedback and doing their own thing. As Wigram would say when asked why the film adaptation didn’t significantly deviate from the source material as is often the case:

The books were already so popular that we couldn’t have deviated from them even if we’d wanted to. Two, we were all such rabid fans of the stories. We liked them as they were. David and I had found this little book and fallen in love with it.

Passion really does matter. Heyman, Columbus, Kloves, and Wigram over at Warner Bros. were all protective of the material and determined to do it justice for the fans. Leavesden Film Studios was hired to build the sets under the direction of British production designer Stuart Craig’s direction. Harry Potter was very much going to be a British production.

Casting began. For the supporting roles, a veritable list of who’s-who’s of the British film industry were selected, notably Alan Rickman, John Hurt, Dame Maggie Smith, and Richard Harris, who had a close connection with Heyman as he was the latter’s godfather.

The three lead roles, though, proved more challenging. They had to cast three eleven-year-olds who could carry the film on their shoulders, and later eight films. They pored through thousands of tapes and held several auditions. Slowly, a shortlist emerged, including two children named Rupert Grint and Emma Watson as Ron Weasley and Hermione Granger respectively. But the lead role of Harry Potter was turning out to be difficult.

See, Columbus’s top choice was a young actor he’d seen in a recent BBC production of David Copperfield, a boy named Daniel Radcliffe. But Radcliffe’s parents had actually turned down the offer earlier. Despite so many auditions, nothing satisfied Columbus, and his casting director grew frustrated— what did Columbus want?

Columbus picked up the BBC copy of David Copperfield. “This is what I want! This is the person I want to be in the film! It doesn’t get much easier or simpler than that!”

The casting director resigned the following week.

Heyman, who’d heard about Radcliffe from Columbus, ran into the boy and his parents one evening at a play he had decided to attend with Kloves. Heyman recalls the fateful encounter:

We walked into the theater and somebody called my name— Alan Radcliffe, who I’d known as an agent. He introduced me to his wife, Marcia, and his son, Daniel. I was immediately struck by Daniel’s blue eyes and his warmth. Steve and I sat down in the row in front, but throughout the play, I kept looking over my shoulder to Daniel—captivated by this wonderful old soul in a young body. At the end of the play, I realized I barely knew what had happened. I immediately tried to find Alan, but they had gone.

The following day, Heyman called Radcliffe’s father and pleaded his case. This time, they were more open to the request. But first, Alan Radcliffe suggested Heyman meet his son over tea. Heyman met Daniel Radcliffe and his mother first in his office, then popped over to a café and continued speaking to them for over two hours. A follow-up meeting was set at the Radcliffes’s house, this time with Columbus in attendance. Both the producer and the director made it clear that they intended to protect the young Radcliffe from the pressures that were to come— Columbus had already witnessed the effects on Macauley Culkin.

After thinking it over and talking to their son, they agreed to let Daniel Radcliffe audition. Quickly, casting combined the top contenders of the three roles and put them in different groups to test out the group chemistry. It was Daniel Radcliffe, Rupert Grint, and Emma Watson who came out on top.

Harry Potter had found its leads.

Listen.

The success of the Harry Potter films, especially that first one, is the result of a million moving parts aligning together at the right place and at the right time.

That being said, a close inspection of how the film came to be reveals a few things that helped set up Harry Potter and the Philosopher’s Stone for success.

1. A producer who genuinely loved and understood what made the source material work in the first place. David Heyman set the tone from day one: a faithfulness to the spirit of the books and its British essence, and a fidelity to the story without deviating from it. He didn’t have to do it. Neither did Kloves or Columbus. But he established the mandate that would be followed till the very end.

2. Hiring a writer and director who also loved the work and understood the assignment. Steve Kloves had never written a family-friendly script before, but he had a gift for capturing an author’s voice in the film medium; he also loved the Harry Potter books. Ditto with Columbus. And that’s important because when he produced and directed a Percy Jackson movie, the results were less than stellar. In a 2025 retrospective, Columbus got very candid about what went wrong: “Percy Jackson was an interesting adaptation because, I mean, to be quite honest, it taught me a lesson. I liked the books, I didn’t love the books. And I put myself in a situation for the first time, probably only time in my career, where I was approaching a project not as a full-fledged, adoring fan. So when I got into Harry Potter, I was a fan, I was a fanboy, first and foremost… When I got into Percy Jackson, I like the books, they’re fine, but I think I can make them better. Mistake, huge mistake. I realized that by doing certain things that I was... I didn’t realize it at the time, but after the movie came out, I realized I was alienating a good part of the audience who loved these books. And I felt badly about that, because I changed certain elements of the books, because I thought it would be more interesting to me as a filmmaker, quite honestly… to be honest, I based all of Percy Jackson, I changed everything, so I could put Logan [Lerman] in the movie. And I think he’s great in the movie, and I think he’s a great Percy Jackson, so there you go.”13

3. Cooperating with the author to replicate the world of the books on the screen. By all accounts, there was a harmonious relationship between Rowling and Heyman, Columbus, and Kloves. They wanted to be on the same page, especially since they didn’t know how the series ended. Mercifully, Rowling would finish the books with a few years to spare, allowing Heyman and his collaborators to stick as close as possible to the books without too much deviation14. This is an advantage that the TV series will have, allowing them to plant setups that will pay off years later.

4. Casting correctly. A cast can make or break a film. It’s a testament to Columbus’s tenacity that he was adamant to get Daniel Radcliffe as Harry Potter even after his casting director said it would never happen (and then proceeded to resign out of frustration). Today, every person who starred in the films have defined the portrayals of the characters so indelibly, it’s understandable that seeing any other actor in these roles is nearly impossible.

5. Building the right relationships. Could Heyman have mounted a production of Harry Potter right off the bat if he didn’t have a first-look deal with Warner Bros.? Would Warner Bros. have proceeded if Lionel Wingram, Heyman’s friend, hadn’t passionately advocated for it? What if Nisha Parti hadn’t been working for Heyman and read the Harry Potter manuscript—or worse, if Heyman hadn’t taken her opinion seriously enough to read it that very night? Like I said, a million moving parts went to making Harry Potter. But there’s one more element that absolutely needs to be acknowledged…

6. Timing is everything. When Harry Potter was about to go into production, visual effects had taken a massive leap forward thanks to CGI, which made it easier to bring Hogwarts to life. If J.K. Rowling had written the books a decade earlier, a film adaptation would have looked very different. But there’s also a lot to be said about how the magic and whimsy of Harry Potter, with its blend of light and darkness, certainly benefited from arriving in a post-9/11 world—literally two months after the attacks on America. When Harry Potter was approved, there were concerns that fantasy was a genre out of fashion. Both Harry Potter and The Lord of the Rings came out within a month of each other, spurring a craze for adaptaing different fantasy books, often aimed at kids— to varying results15. Examples include, but aren’t limited to: A Series of Unfortunate Events16, The Chronicles of Narnia: The Lion, The Witch, and the Wardrobe, The Golden Compass, The Spiderwick Chronicles, Peter Pan, Stardust, Bridge to Terabitha, Eragon, and Inkheart. Only the Chronicles of Narnia and The Lord of the Rings rivaled Harry Potter, even then it was only Lord of the Rings. Harry Potter arrived in the right place and time to find an unexpected surge in popularity for people who felt that the world was going through unknowing darkness and uncertainty.

The question, then, worth millions is simply this: Can the HBO series achieve the same kind of success and pop culture longevity as the films? Or will it meet the same fate as Fantastic Beasts— start strong, then sputter out and die before its intended completion date?

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Long live the movies!

D.L. Holmes

The Dirty Dozen. The Guns of Navarone. Marvel’s The Avengers.

All of them owe a debt to Akira Kurosawa, for Seven Samurai is the father of the “assemble the team” trope. Endlessly imitated— even remade as 1960’s The Magnificent Seven— yet rarely surpassed, I’ve always been curious to know how they put Seven Samurai together when the “assemble the team” template did not really exist until then.

I found my answer in the book Compound Cinematics: Akira Kurosawa and I, a memoir from Seven Samurai co-writer Shinobu Hashimoto. Within these pages, he devotes two whole chapters to the creation of Seven Samurai. There’s plenty of surprises to be found— for instance, Seven Samurai was salvaged from two failed projects about samurais.

But perhaps the most striking discovery is the one that is almost a throwaway, and yet is the clearest glimpse as to how Kurosawa, Hashinmoto, and Hideo Oguni (the third writer) wrote the script in such a manner that it effortlessly glides through its 207-minute epic runtime.

But before that, some context to the circumstances around the birth of Seven Samurai…

After 1952’s Ikiru was a success, Akira Kurosawa wanted to make a period piece. That’s how he and his writer, Hashimoto, decided to write a film that followed a samurai in a day of his life, who commits seppeku by the end after making a trivial mistake during the course of his work. It would be called A Samurai’s Day.

Now Kurosawa is meticulous. He wanted to create “an uncompromisingly realistic period piece of a kind never seen before”. What this meant was extensive research— “reading the necessary monographs and taking notes, asking historians about points that weren’t clear, and confirming all the details, from A to Z, of a samurai household and castle duty so it was all accurate”. Hashimoto eagerly got to work.

But the need for accuracy created a problem with the plot structure— that’s not relevant to this story. All that matters is that in the end, the project collapsed.

However, the research gathered was too great to throw away; Kurosawa still wanted to make a samurai film, and Hashimoto was eager to make up for the failed Samurai’s Day project.

A few days after A Samurai’s Day was abandoned, Kurosawa called up Hashimoto. All that information about real Japanese master swordsmen— “Ise-no-kami Kozumi, Bokuden Tsukahara, Musashi Miyamoto”— perhaps they could select individual stories from each of these people’s lives and combine them into an omnibus. Tentatively titled The Lives of Japanese Swordsmen, Hashimoto threw himself into the work.

He wrote a list of potential names, then arranged them in an orderly fashion.

“Leading off:

Sword saint Ise-no-kami Hidetsuna Kozumi

Followed by:

• Bokuden Tsukahara

• Shinmen Takezo Masana (Musashi Miyamoto)

• Tajima-no-kami Muneyoshi Yagyu

• Jiroemon Tadaaki Ono

• Samanosuke Matsubayashi

• Shusaku Chiba

• Kenkichi Sakakibara”

There’s a famous story about Ise-no-kami Hidetsuna Kozumi, founder of the Shinkage school (today, it’s called Shinkage-ryū) who disguised himself as a monk and walked into a storehouse where a bandit was hiding with a kidnapped child.

If you’ve watched Seven Samurai, then you’ll recognize that as the same introduction to the film’s weary samurai leader Kambei Shimada (Takashi Shimura).

But I’m getting ahead of myself.

Fifteen days after the call, Hashimoto presented a draft to Kurosawa. The filmmaker sat down and spent a long time reading the 297-half-sheet manuscript. Finally, he put it down and sighed.

“Hashimoto,” he said, “scenarios require kishotenketsu, it would seem.”

I’ll let Hashimoto himself describe what kishotenketsu means.

“Kishotenketsu, a venerable piece of scenario terminology, referred to the introduction (ki), development (sho), climax (ten), and conclusion (ketsu). The term itself, however, was musty, so we said Start, Development, Climax, and Last, using the English words for all but Development (for which we preferred the modern “tenkai”). Since these were divided and placed into four boxes, we called kishotenketsu “the four boxes” or even “big box” for short—as in “What happened to the big box?” or “How’s the big box?” In any case, it meant that the structure (assemblage) of a scenario had four indispensable elements and stages.”

It seemed that neither of them had considered the possibility that assembling seven separate stories into one film could lead to problems with the overall pacing.

Or as Kurosawa remarked self-deprecatingly: “Trying to string together climaxes from beginning to end to make a movie was woefully wrongheaded in the first place, I guess.”

Thus, a second strike in their attempts to make a period samurai movie.

Then Kurosawa posed an unusual question to Hashimoto.

“By the way, Hashimoto … What were these traveling swordsmen?”

Hashimoto stared blankly. Kurosawa explained:

“As a trend, an astonishingly large number of people must have rushed to the way of the sword … but aside from famous ones that might come up in these lives of master swordsmen, I doubt most of them would have had the money to become traveling swordsmen … I mean the expenses of being on the road. Without some silver on you, how do you ever roam the country on a journey to hone your skills?”

Hashimoto didn’t have an answer but he’d look into it. He put in a request to the planning personnel at the arts department of Toho, the giant Japanese entertainment company that produced and distributed Kurosawa’s films. The department passed their findings to producer Sōjirō Motoki.

Motoki met Hashimoto and Kurosawa at the latter’s residence to share what the department had found.

“About traveling swordsmen … A phenomenon from the late Muromachi through the Warring States era, tacticians could wander freely all over Japan even if they didn’t have money. That is to say, if you went to a dojo and undertook a bout, they’d treat you to dinner and give you a handful of dried rice when you departed the next morning. This dried rice, boiled rice that had been dried out, you could either bite into as-is or soften back with hot water. So as a tactician all you needed to do was arrive at the next dojo within the day.”

And if there wasn’t a dojo, Motoki explained, they could go to a temple— since this was a time before inns, temples offered protection to travelers with no other place to go.

“So,” he said, “if you went to a temple, they’d feed you and allow you to stay the night. And in the morning when you left, they’d hand you that handful of dried rice.”

“If there’s neither a training hall nor a temple, what do you do then?” asked Hashimoto.

“We’re talking from late Muromachi to Warring States,” answered Motoki. “Crime was rampant all across the country, and the wilds were full of bandits and brigands who’d pop up. So if you simply went into some village and spent the night on lookout for burglars, any village would let you eat your fill… and hand you dried rice when you set out.”

Hashimoto stared. “Farmers hiring samurai?”

“Yup.”

Hashimoto looked at Kurosawa. The same thought seemed to have occurred to the director. They nodded at each other.

“The number of samurai,” Hashimoto asked Kurosawa, “how many samurai should the farmers hire?”

“Three or four is too few,” said Kurosawa. “Five or six, maybe seven or eight… No, eight is too many, I’d say seven.”

“Then it’ll be seven samurai.”

Kurosawa lifted his face, as if answering a challenge. “Yes, seven samurai!”

In mid-January 1953, Akira Kurosawa and Shinobu Hashimoto set themselves up in a cottage room at Minakuchien to write Seven Samurai. The idea of going away to a new place where they could work undisturbed is an old tactic by artists. But Toho was a little craftier: they would mandate their writers to hole up at an inn and complete the scripts they were tasked to write. This process was known as “canning” (kanzume) because the studio would “can” the writers in an inn, not permitting them to leave until they had a completed draft— unlike at home, where writers could procrastinate or take their time finishing the assigned work.

Their third writer, Hideo Oguni, would join them later. Meanwhile, Kurosawa and Hashimoto got to work; the latter writer had quickly assembled a first draft at home. Now the trio would methodically take it and together compile a proper draft.

On their first day, Kurosawa turned to Hashimoto and asked if he knew Dvořák’s Symphony No. 9 or the New World symphony.

Hashimoto responded in the affirmative. It was a favorite of his.

“I want that New World music to be the original work,” said Kurosawa. “Do you know what I mean?”

Hashimoto did. “The feel of the script we’re going to write,” he said, “the rhythm or sense of sound, the inflection, that reading the script imparts to you.”

Kurosawa nodded.

“For the beginning, we could just go with the first movement,” continued Hashimoto, “and the Negro spiritual in the second movement can be used to good effect for the farmers’ plight too.”

Kurosawa began to smile. He and Hashimoto were on the same page.

“And then the nimble, awfully crisp third movement, that’s for some jolly part in the first half,” Hashimoto went on. “Especially the end, the grand end… the final battle, right? The fourth movement’s massive swell, the phrase la-si-do-si-la-la repeating like churning waves, on and on… There’s nothing else for the final battle but that.”

“Good,” said Kurosawa. “Well then, Hashimoto, let’s do Seven Samurai with ‘The New World’ as the original.”

Now, unless you are a classical music aficionado— and I’m not— you’d be justified in asking, what the hell is Dvořák’s New World symphony?

Antonin Dvořák (1841–1904) was a Czech composer, famous during the second half of the 19th century. He has been described as one of the most versatile composers of his time. And the New World symphony— also known as Symphony No. 9—was composed in 1893 while Dvořák was the director of the National Conservatory of Music of America from 1892 to 1895. It is considered to be one of the most popular symphonies—and it’s no surprise, it’s really lovely, influenced greatly by Dvořák’s interest in Native American music and African-American spirituals he heard while in America, and blended with his own native Bohemia’s musical traditions. The work consists of four movements.

You don’t have to be a classical music lover to appreciate it— I’m certainly no expert. But if you listen to it, and then watch the movie— or think about it— you can start to get a sense of exactly what Kurosawa was trying to do.

I’m going to rely on what Hashimoto says about how their script corresponds to the New World symphony since I don’t have the musical expertise to elaborate on it too greatly.

When writing the scene where Kambei has accepted the request of the farmers to come and protect their village from bandits, he gets to work selecting the other samurai. Hashimoto writes:

“The subsequent selection of the six samurai—to the tune of Dvořák’s New World’s nimble third movement—had a pleasing rhythm and a brisk pace.”

Later, when tensions rise between the samurai and the villagers, while also figuring out ways to cooperate—including protecting the village with fences and training the men in using bamboo spears, as well as a fleeting romance between the youngest samurai Katsushiro and the village girl Shino (forced to wear male attire by her father to protect her from the samurais)— all of this “is the Negro spiritual of Dvořák’s New World’s second movement”.

Is this contrary to the actually order of the music? I… guess? But I am thinking that they simply structured sections of the story to various parts of the symphony than followed it down to the letter— especially when you consider the New World symphony lasts 40 minutes, while Seven Samurai clocks nearly 3.5 hours.

When the bandits attack in retaliation for the samurais’s earlier pre-emptive strike on their hideout— which costs the life of the easygoing Heihachi— marking the first proper skirmish between the samurai and the bandits, Hashimoto writes:

“At last, it’s the final battle… From somewhere sounds The New World’s fourth movement.”

The way I see it, the first three movements of the symphony correspond to the first two hours of the film. And the final hour—when the battles begin properly— is based on the fourth movement.

To recap:

• First movement – The beginning, the plight of the village, the mission to find samurai, finding Kambei, the two farmers pleading their case, Kambei accepting the mission.

• Second movement – The samurais meet the villagers, preparations underway, a brief romance between Katsushiro and Shino.

• Third movement – Selecting the samurai – this is the shortest part of the New World symphony. Yeah, I know, the order doesn’t make sense, but who am I to disagree with a writer of Seven Samurai about how the film was written?

• Fourth movement – The film’s final hour, the battle between the bandits and the samurai.

In all my research, this is the first time I’ve come across an example of a film that used a musical symphony as its blueprint. It’s a fascinating way to structure a script.

It also underscores why Akira Kurosawa was a great director. The man read, watched, and listened to as many of the art forms as he possibly could.

He took stories from works like Dashiell Hammett (Yojimbo), Shakespeare (Throne of Blood, Ran, and even the use of two comic reliefs to tell the story in The Hidden Fortress), and Dostoevsky (The Idiot).

He watched films from all over the world— one of his favorite and biggest personal cinematic influence was American director John Ford, whom he got to meet at the London Film Festival in 19571; and he even became good friends with Satyajit Ray, calling the latter a “giant” of the movie industry and saying, “Not to have seen the cinema of Ray means existing in the world without seeing the sun or the moon”— and, as we’ve just seen, he listened to classical music.

Using an existing piece of work to create your own is not uncommon, and Akira Kurosawa did not pioneer the method. James Joyce, for instance, based Ulysses on Homer’s The Odyssey, and so would Stanley Kubrick with 2001: A Space Odyssey. F.W. Murnau would structure Nosferatu on Bram Stoker’s Dracula after he failed to procure the film rights to the novel.

But to use a musical symphony as a structure? That’s a first.

And maybe that’s part of why Seven Samurai is truly great. Because it was built on a great foundation.

Are you a fan of Seven Samurai? Or do you have a different favorite Akira Kurosawa film?

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Long live the movies!

D.L. Holmes

Arrival was also director Denis Villenueve’s bridge from mid-budget films to blockbuster studio fare— his next three films were Blade Runner 2049 and the Dune trilogy— that really brought him into the mainstream as a uniquely singular voice that positioned him as a filmmaker both thoughtful and visually-driven.

It also proves that it is possible to make a sci-fi film on a mid-budget and still make it look good. But the better question, really, is how do you bring a story like Arrival to the movies?

Arrival‘s existence begins with Ted Chiang’s ‘The Story of Your Life’, the 1998 novella about linguist Dr. Louise Banks, who recounts her experiences working with the alien heptapods who land on Earth and seek to communicate with the humans. Working with physicist Dr. Gary Donnelly and the U.S. Army, Louise discovers that learning the heptapod language rewires her brain to experience time the same way as the heptapods do: all at once, instead of linearly— allowing Louise to see the past, present, and future at the same time.

Here’s the kicker: Louise is telling this story to her newborn daughter, Hannah, on the day she’s conceived— who knows exactly when and how her little girl will die an untimely death, and chooses to have her anyway.

The film retains these major beats:

• Louise is hired by the Army to make contact with the aliens and learns the language that rewires her perception of time;

• She meets physicist Ian Donnelly (not Gary), who will be the father of her child;

• She knows that her child will die young, and chooses to have her anyway.

But since this is a feature film, ‘The Story of Your Life’ is expanded and gets a little Hollywood razzle-dazzle sprinkled in— for instance, the presence of the heptapods creates global tensions that escalates towards the possibility of war; Louise has to hurry up and decode why the aliens are here, and what is the ‘weapon’ they are offering before things go bad; and there’s a moment when a rogue soldier throws a bomb into the alien ship.

I’ve got to be honest: the parts that worked for me come from Chiang’s story; and the parts that didn’t work as well were those created specifically for the film.

Still, that doesn’t weaken the film— especially because Villeneuve makes it work. However, adapting the story started long before he boarded the project.

Indeed, Arrival’s existence owes largely to the passion and insistence of its screenwriter: Eric Heisserer.

Eric Heisserer seems an unlikely choice for a quiet philosophical sci-fi story like Arrival, given his track record in horror. The truth, though, is that Heisserer is mad about science fiction. And he was especially mad about Chiang’s ‘The Story of Your Life’.

By the time he came across Chiang’s novella, Heisserer had written 13 spec screenplays; six were sci-fi, only one was horror— and that was the one that sold. Which made him an in-demand writer for horror movies and gave him steady work; but also forced him into a box. He recalls:

Whenever I’d present Ted’s short story to producers, I was met with a not-insignificant level of suspicion. “This is heady stuff. I was hoping for Stephen King or something.”

So Heisserer did two things:

First, he wrote and directed the 2013 drama Hours, to prove that he wasn’t just a horror writer;

Second, he took a leap of faith and got the author’s approval to write the script on spec before securing the rights.

Both actions, especially making the Hours, helped him gain traction that was previously missing, which led him to producers Dan Levine and Dan Cohen at 21 Laps.

It also helped that Heisserer had been living with the story for so long that he’d gotten through enough bad versions to get the script to a much stronger creative position.

For instance, take the scene in which Louise teaches basic vocabulary to the aliens. Heisserer had written it as “a series of shots done like a language-lesson montage. Simple action verbs, nouns, subject-predicate material” but the producers pushed back against this scene. Heisserer took the note seriously, but when he looked at the process, he knew that the scene was vital to the story:

I returned with the core question humanity wanted answered by the heptapods, written on a page. I dissected the question one word at a time in a defense of the need for basics. I realized how ridiculous I sounded: Here I was, defending a series of little scenes of a woman teaching alien life words like “eat” and “walk” and “home.” But this movie is about process, and I was passionate about protecting Louise’s process.

After he was done explaining this to the producers— or as he says, ranting— the wide-eyed producers told him: “All that needs to be in the script. In fact, you can replace most of these little beats with that rant.”

Heisserer says:

So I cleaned up my own rant and made it Louise’s in the script, to the colonel trying to understand her reasoning.

Another time, when Heisserer got frustrated with his inability to describe language and told this to his wife on a dinner date (Christine Boylon, a writer-producer-director), she asked him to show her a sample. He recounts:

I drew something on a piece of scrap paper and showed it to her: A rough sketch of an alien logogram.

“Why don’t you just use that?” I blinked.

“What, insert a graphic in the script?”

“Yeah. Let that do the work for you.”

The same night, Heisserer scanned several heptapod phrases he’d drawn and tried to insert the images into the script.

That’s when I discovered: No screenwriting program at the time allowed for graphics. There was no “Insert PNG” option. The only way for me to place images into the script was to add white space in the native document, save as PDF, open in an editing program and manually paste in the images in the various spots throughout the screenplay.

He continues:

To agree to this was to agree to repeating the process every time a revised draft needed to go out to readers. So I made an absurd amount of work for myself, all because I believed there were times a small visual cue had a bigger impact than mere text.

To keep track of the dual timelines, Heisserer color-coded note cards to distinguish between the present-day alien sequences and the Louise-Hannah future scenes, pinning them up as a giant grid on his cork wall.

All of which made it easier to attract a director of Villeneuve’s caliber because a lot of the heavy lifting and puzzle-solving had been done by the time the script came into the Québécois director.

By the time the film was completed, Heisserer estimates having written over 100 drafts. That’s also because Villeneuve had his ideas.

For Villenueve, the journey to Arrival started shortly after he made 2010’s Incendies. He met producers Dan Levine and Dan Cohen, and over the course of conversation, they asked him what he’d like to do next.

“I said I’d like to do a science fiction film,” he said.

They gave him Chiang’s short story. Villeneuve loved it. But he was developing Prisoners at the time, his first Hollywood movie, and didn’t have the time to adapt it himself. He recalls: “I told them it was really promising and that it seemed difficult as an adaptation but that I’d like to look at it later.”

While he made Prisoners, Villeneuve got Heisserer’s script for Arrival. He liked it, but he had thoughts (of course) and worked with the writer as he shot and edited Prisoners.

One of the biggest changes he made was to the title. Says Villeneuve:

We got further away from the short story, which focused principally on language, and Eric had brought a tension in the script and a problematic that didn’t belong to the short story. I found it wasn’t faithful, so I wanted to take a distance from it out of respect for Ted Chiang’s story, and also because we found the title worked very well for a short story, but in general, people around me and myself reacted that it sounded more like a romantic comedy and not really a science fiction film.1

Eventually, they settled on the title— out of hundreds— that one of the producers had suggested early on: Arrival.

Heisserer remembers spending most of his time on “the intellectual and political challenges” of the script. However, he rarely touched Louise’s personal story because if he “ever encroached on the intimate, emotional through-line of Louise’s journey, the story fell apart.” The one change he did make on that front was the manner of Hannah’s death— in the novella, she dies in a rock-climbing accident; in the film, she dies from an incurable disease. Heisserer elaborates his decision:

I chose the path for [Louise], I chose the ending because I felt like giving Louise a choice— giving her agency and free will, even in what seemed like a deterministic future, an insurmountable task—giving her that option made it more profound, as a parent or as a mother, to make that choice to have Hannah. That then required me to change—spoilers—how Hannah dies.2

He adds:

Other scenes could be sacrificed, reworked, moved, or cut to the bone. But director Denis Villeneuve and I found a bare minimum of steps to Louise’s personal journey, and that became our Alamo; our hill we would die defending.

Compared to how long it took Heisserer to get producers and studios to pay attention in the beginning, progress on Arrival sped up once Villeneuve and Oscar-nominated actress Amy Adams were attached to the project (Adams accepted in 24 hours of reading the script). Even as Villeneuve had to wrap up Sicario first, momentum built and filming got underway at last on June 7, 2015.

Upon its release, Arrival grossed $203 million on an approximately $47 million budget, making it Villeneuve’s highest-grossing film at the time; not to mention racking up several accolades including eight Oscar nominations for Best Picture, Best Director, Best Adapted Screenplay, Best Cinematography, Best Production Design, Best Film Editing, and Best Sound Mixing, winning eventually only Best Sound Editing3.

To make Arrival work meant retaining what made the original story, ‘The Story of Your Life’, so appealing— the themes of free will, plus the gut-punch reveal that Louise’s visions of Hannah’s death weren’t flashbacks but premonitions—while also working in political and scientific themes to beef up the material to a feature; or as I call it, the Hollywood part of the story.

As for Ted Chiang, how did he feel about the adaptation? He approved.

“For a while people have been asking me how I felt about having my work adapted into a movie, especially since Hollywood seems to think science fiction means special effects and action scenes,” he said. “What I told them was that, while the screenplay departed from the story in significant ways, it retained the emotional core of the story, and if that aspect made it onto the screen intact, I’d be happy. It has, so I am.”

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Long live the movies!

D.L. Holmes

Continuing my recent love of listing things about films, I’ve compiled a list of film shots that I like, picked from one film corresponding to the alphabet (one film with the letter ‘A’, another with the letter ‘B’, and so on and so forth).

Which shots do you love from your favorite films? Please share your answers in the comments.

#

8 ½ — Fellini, 1963

A

American Graffiti — Lucas, 1973

B

Before Sunset — Linklater, 2004

C

The Cook, The Thief, His Wife, And Her Lover — Greenaway, 1989

D

Double Indemnity — Wilder, 1944

E

Ex Machina — Garland, 2015

F

Five Easy Pieces — Rafelson, 1970

G

Goldfinger — Hamilton, 1964

H

Hugo — Scorsese, 2011

I

Inglourious Basterds — Tarantino, 2009

J

Jaws — Spielberg, 1975

K

Kiki’s Delivery Service — Miyazaki, 1989

L

Lost In Translation — Coppola, 2003

M

Malcolm X — Lee, 1992

N

No Country For Old Men — The Coen Brothers, 2007

O

Oldboy — Chan-wook, 2003

P

Paths of Glory — Kubrick, 1957

Q

No film for Q, so here’s a bonus entry:

Once — Carney, 2007

R

Rocco and His Brothers — Visconti, 1960

S

Still Walking — Kore-eda, 2008

T

Tampopo — Itami, 1985

U

Us — Peele, 2019

V

Vertigo — Hitchcock, 1958

W

Wings of Desire — Wenders, 1987

X

No film for X, so here’s a bonus entry:

The Souvenir — Hogg, 2019

Y

The Year of Living Dangerously — Weir, 1982

Z

Zodiac — Fincher, 2007

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Long live the movies!

D.L. Holmes

Because when I look at the films we still talk about— from low-budget to even one of the most expensive movies ever made at the time— something that stands out is how the filmmakers used constraints in their favor to tell the story.

So let’s take a look at five memorable films that overcame their limitations to make a memorable movie.

Oculus (2013)

Mike Flanagan’s original 30-minute short film Oculus: Chapter 3 – The Man With The Plan took place in an entire room with one character and a mirror. But this wouldn’t be sustainable for a 90-minute feature film, so the first thing they did was change the story to two siblings in a room with the mirror; which was going to take place in the basement room of an auction house.

Still not enough.

So they had a second story running in parallel— which took place in the past and depicted the siblings’ first encounter with the mirror as children when they moved to a new house.

Then Inteprid Pictures’ producer Marc D. Evans proposed staging both stories inside the house instead of two separate locations.

You can see this as a practical move— they could save on the budget— but creatively, the restriction of keeping it one location actually opened up a creative possibility: instead of simply cutting back from one place to another, Flanagan could toy with audiences and disorient them in the same way that the siblings were losing track of reality.

And that’s exactly what he did.

The result: Oculus launched Flanagan’s film career in proper.

Reservoir Dogs (1992)

I’m not a big fan of Reservoir Dogs. Sure, it’s got its moments, and there are stretches of the story that are interesting, but the overall impression I got was that this was a director still working out his style and vision.

Naturally, I am in a tiny minority of people when it comes to that opinion.1 Still, that doesn’t mean I can’t study and appreciate Reservoir Dogs in my own way, and learn from it.

Quentin Tarantino wrote the script with the intention of making it cheaply for $50,000 in guerilla filmmaking style if he couldn’t get financing. So from the get-go, he kept the limited budget in mind when writing. One of the biggest things that he did was choosing NOT to show the jewel heist around which the entire story is based on. This saved money, but it also created an ambiguity about what happened. As a result, most of the film takes place inside a large warehouse where the criminals are hiding out; only a few scenes take place outside the warehouse, including the memorable diner scene that opens the film.

By limiting the number of locations, Tarantino had to focus on the characters and dialogue— his forte— instead of elaborate set pieces. I may not have been entirely taken with it, but the rest of the world was— and as they say, the rest is history.

The Terminator (1984)

When most people set out to make their first film, chances are it’ll often be a drama, since they can film in their house or the houses of friends, and keep the budget low.

And then there’s James Cameron, who made an action sci-fi film about a cyborg assassin who travels from the future to kill the mother of the resistance leader so that the future enemy is unopposed.

But since he was an unknown first-time filmmaker2, he knew that he was not going to get a lot of money, so he had to make certain decisions from the writing stage itself that could be realistically done within a tiny budget.

One choice was to keep scenes of the future war to a minimum— there’s just one major sequence of the humans fighting the robots— and to omit showing any form of time travel.

Another choice was a narrative decision. An early idea that Cameron had in mind involved Skynet sending two Terminators; the T-800 (played by Arnold Schwarzenegger) who would get destroyed halfway through the film, and then a more advanced deadly Terminator that even Skynet was scared of: a liquid-metal robot. When Cameron realized that the technology didn’t exist to do justice to what he had in mind, he discarded the idea— though he’d later revive it for the sequel.

Lastly, Cameron kept most of the effects budget for the final showdown, which included depicting the Terminator in all its chrome endoskeletal glory. Even then, since they were using a mix of stop-motion animation and puppetry, the shots were deployed strategically for maximum effect.

As a result, despite its sci-fi action labels, The Terminator was filmed more like a conventional shoot— on location— and it plays more like a realistic action film from the 80s except with glimpses of its sci-fi DNA.

Here’s the funny thing: When James Cameron got a chance AND a bigger budget to return to the world of Terminator, constraints became even more important…

Terminator 2: Judgment Day (1991)

At the time, T2 was the most expensive film made. It was also responsible for really pushing the possibilities of CGI in movies.

But computer-generated effects was still a nascent technology, and Industrial Light and Magic could deliver what Cameron had in mind, provided that it wasn’t a huge volume.

Also, Cameron also had less than two years to write, make, and release the film, so he was running against the clock and budget.

So from the writing stage, Cameron and co-writer William Wisher kept this in mind. As they revised the drafts, they would get brutal in jettisoning any scenes or sequences that either extended the runtime or required visual effects that didn’t advance the story.

At the macro level, this meant drastically reducing the future battle sequence that opens the film to a few minutes— initially, it was going to be revealed that this was the decisive battle that Skynet lost, which prompted them to send back a Terminator the first time, which led an adult John Connor to send Kyle Reese to stop the T-800… which is how he was born. Another sub-plot was eliminated in which Sarah Connor reunited with her ex-military trainer, who presumably would help them in the destruction of Cyberdyne.

At the micro level, this meant removing any scenes of the T-1000 that didn’t serve the plot. Would it be cool to show the T-1000 picking up a cup of coffee and turning into it? Yes. Was it essential? Nope, so out it went!

In the end, T2 only had 42 CG shots and another 50-60 practical shots, which forced Cameron and Wisher to focus on the drama and character interactions to tell the story instead of relying on special effects.

And guess what? As cool as the effects are, everybody remembers the non-VFX parts best.

If they had an even bigger budget and time, there would have been more action and effects. But here, literally time and money forced Cameron to keep the focus on what mattered.

Iron Man (2008)

Marvel Studios is ponying up approximately $400 million to make the upcoming Avengers: Doomsday (excluding marketing costs, mind you), but there was a time when this $400-million plus was the ENTIRE cash available for Marvel Studios to make their first four movies.

And especially with their first film, Iron Man, they only had a $150-million budget to play with. That sounds like a lot except they also chose to film in California, which was more expensive than shooting someplace with tax credits. Money was TIGHT.

As a result, Iron Man keeps its big action sequences to a handful:

• The convoy attack at the opening;

• Tony Stark breaking out of the cave in a prototype suit;

• Iron Man battling the Ten Rings in the fictional village of Gulmira, and a subsequent chase sequence with the U.S. Air Force;

• The Iron Man vs Iron Monger showdown.

Smaller visual effects sequences include Iron Man testing out the suit’s capabilities for the first time, Iron Monger chasing Pepper Potts and S.H.I.E.L.D. operatives, and Tony Stark inside the suit surrounded by a virtual H.U.D.

Even when they realized that they needed to do some reshoots for the final battle, they were restricted to using whatever VFX plates and footage that already existed— which resulted in the scene where Iron Man tricks Iron Monger into flying up and getting his suit frozen due to the altitude. There was also little that they could do because they had to write whatever they could before the 2007 Writers Strike started.

What this meant was that Marvel could not AFFORD to film the kind of wall-to-wall action and endless reshoots that has plagued Marvel lately. They had to get it right early on as possible because there wasn’t money to do it all over again.

That’s why most of Iron Man is really just the characters stuck in a room talking to each other. Like an independent film. An expensive independent film, to be sure, but in its DNA and story, definitely more indie than subsequent Marvel films.

Guess what? THIS was what fans connected with when the film came out.

Not the action scenes— even if they did look cool— but the scenes of Tony Stark and Pepper Potts flirting and bantering; Tony Stark and Ho Yinsen talking in the cave; Tony Stark and his best friend Col. James “Rhodey” Rhodes trading quips and insults; Tony Stark and his mentor-slash-father-figure-slash-enemy Obadiah Stane; Pepper Potts and Agent Coulson.

Is it any surprise that the first Iron Man still remains the best of the bunch?

Do you know any films where its limitations turned into an asset? What would you add to this?

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Long live the movies!

D.L. Holmes

Which, when you think about it, boggles the mind. No director has been better suited for a comic book film than Edgar Wright— *cough* Scott Pilgrim vs. The World *cough*— and it’s actually astonishing that he still hasn’t. Maybe once the uncertainty over the Paramount-Warner Brothers merger is resolved— or you know, once the merger is STOPPED— James Gunn can convince the British filmmaker to take a stab at a DC Comics property2.

So here’s the million-dollar question: how in the world were we deprived of Edgar Wright’s Ant-Man eleven years ago— and why?

Four important things happened in the first half of the 2000s where Marvel Studios and Edgar Wright were concerned:

1. In 2000, Marvel struck a deal with Artisan Entertainment (the company behind 1999’s money-minting The Blair Witch Project) to make film and TV adaptations out of Marvel’s lesser-known characters, including:

• Captain America

• Thor (earmarked as a TV show)

• Black Panther (Wesley Snipes was already attached to produce and star)

• Ant-Man (a superhero who can shrink to the size of an insect).

2. Around that time, Wright— still an unknown British TV director— was in Los Angeles and had a meeting with Artisan. Learning that he was a Marvel Comics fan, Artisan hired him and Joe Cornish to pitch and write a script for Ant-Man.

3. In 2003, Artisan is bought by Lionsgate Entertainment and the Marvel/Artisan deal is scuttled. Lionsgate lets all the rights to the Marvel characters revert to the comics company.

4. In 2004, Wright visits San Diego Comic-Con around July to screen Shaun of the Dead (it had already released in the UK, but was only scheduled to open in the United States in September) and takes a meeting with Avi Arad and Kevin Feige, who—along with David Maisel— were building a nascent Marvel Studios. “Weirdly enough, I did something for you,” Wright told them. “Do you want to read the thing that we did three years ago?” Arad and Feige knew nothing about the pitch, so Wright gave them a copy. The two were impressed enough that Feige held onto the treatment; and when Marvel Studios got money to make its own feature films, Ant-Man was on the short list of films it wanted to make.

With their treatment, Wright and Cornish did something that hadn’t been done in superhero movies at the time: They took two different characters using the name Ant-Man and brought them into one film3. Ant-Man’s lack of powers— beyond the shrinking and communicating with ants through the tech— appealed to Wright. He said:

There’s no supernatural element, there’s no gamma rays. It’s just, like, the suit and the gas. We could do something high-concept, really visual, cross-genre, sort of an action and special-effects bonanza, but funny as well.

The proposed story operated in the vein of a heist film, loosely adapted from ‘To Steal an Ant-Man’, Wright’s favorite story from Marvel Premiere #47. It opened with a flashback to the original Ant-Man, Hank Pym (in the comics, he was also a founding member of the Avengers), then jumped forward to the present day to Scott Lang, a thief who steals the Ant-Man suit from Pym.

Artisan rejected the treatment. They’d wanted something more along the lines of family-friendly entertainment like Honey, I Shrunk the Kids.

But Feige and Arad decided to move ahead with Ant-Man. So as soon as Wright finished Hot Fuzz, he and Cornish sat down and turned their treatment into a screenplay for Marvel.

In 2006, Wright and Feige returned to San Diego Comic Con; Wright was doing a panel for Hot Fuzz, while Feige was hosting the first Marvel Studios panel and trying to drum up interest for their upcoming films: Iron Man and The Incredible Hulk. Marvel convinced Wright to join Feige onstage to announce Ant-Man, during which Feige hinted at the still-to-be-named Marvel Cinematic Universe: “If you listen to all the characters that I name that we are working on currently and you put them all together, there’s no coincidence that they may someday equal the Avengers.”

The room for the 2006 Marvel Studios panel was half-empty. As one fan recalled: “Absolutely nobody cared. Everybody was trying to get into the Spider-Man 3 panel instead. They had an Iron Man teaser poster signing with Jon Favreau and they practically couldn’t give them away.”

Oh, how the times have changed…

Two years later, Wright and Cornish delivered their completed Ant-Man script. But back at Marvel Studios, things had changed dramatically in a short time.

Avi Arad, whom Wright had met, was out. Feige was now head of production. Most unexpected of all: Iron Man turned out to be a such a game-changer that the fledgling studio changed its strategy. The initial plan was to experiment with a range of characters to see what worked best— now, however, Marvel Studios greenlit an Iron Man sequel and rapidly set about establishing the identities of S.H.I.E.L.D. (introduced in Iron Man), Thor, and Captain America that led to an Avengers movie. Still, they wanted to make Ant-Man with Wright, so they commissioned another script draft.

But both the company and Wright had more pressing priorities: The Avengers (sans Ant-Man) for Marvel Studios, and Scott Pilgrim for Wright.

As a result, the next screenplay revision was only ready by 2011, because Wright was occupied and so was Joe Cornish, who’d made his directorial debut with Attack the Block. At this point, a decade had passed since Wright pitched Artisan his Ant-Man treatment, and a lot had changed in that time: Wright had made his stamp as an ambitious auteur with an unmistakably distinctive style, and Marvel Studios had tightened its creative control to ensure a cohesive vision. The two were soon about to find out what happened when an unstoppable force met an immovable object.

But not yet.

Marvel Studios liked the latest Ant-Man script— it was still a heist movie about Pym and Lang trying to keep the Ant-Man suit and tech away from a villain with nefarious intentions, but sleeker— and were keen to include Ant-Man in its MCU Phase Two, as one of the movies leading up to Avengers: Age of Ultron.

In June 2012, while The Avengers tore up the box office, Marvel Studios paid Wright to film a day of test footage of Ant-Man (played by a stuntman) battling two men in a hallway, shrinking and growing as he fights. Feige smelled a promotional opportunity, and took the footage to 2012 San Diego Comic Con. This time, the Marvel Studios hall was packed.

And the audience loved the footage. Wright himself turned up, brandishing an issue of Marvel Premiere #47—the comic that inspired the script—and spoke about the test footage that had been screened: “I shot a little test, because when I say ‘little test’ it was genuinely to test what it looks like when he’s little.”

It would be the only footage that Wright would ever shoot for Ant-Man.

Something happened before the 2012 Comic Con. Eric Fellner, the cofounder and co-chair of Working Title— who was instrumental in getting Wright’s films made— was diagnosed with cancer. He disclosed his illness when Wright turned in the script for The World’s End, the third film in the Cornetto trilogy. The news changed everything. Wright says:

[Eric Fellner] was our knight in shining armor on Shaun of the Dead. I felt [that] if we didn’t make [The World’s End] and something terrible happened, I would never forgive myself.

Indeed, it was Fellner who picked up Shaun of the Dead after the project fell apart when the original production company, Film4, downsized. Funnily enough, Wright turned down Working Title to go with Film4 before Fellner stepped in. Wright informed Marvel Studios that while he still wanted to make Ant-Man, he needed to make The World’s End first out of loyalty to Fellner. He recalled,

“To Marvel’s credit, Kevin Feige and Louis D’Esposito said they understood. ‘We’ll see you in a couple of years,’ they said.”4

When Wright returned in 2013, ready to make Ant-Man at last, he discovered that things at Marvel Studios had changed even more in that short time.

The days of experimentation and improvisation at Marvel Studios that cooked up Iron Man were over. There was a template now, but mostly, there was a process— and it involved a lot of discussion, a lot of feedback, and— more disconcertingly— a lot of oversight. Wright was getting notes not just from Feige, but from Avengers director and unofficial Marvel steward Joss Whedon5, as well as the Creative Committee in New York.

Still, Wright got to work. He cast Paul Rudd as Scott Lang, liking his mix of comedic timing, charm, and vulnerability; Patrick Wilson as police officer Jim Paxton and Lang’s ex-wife’s fiancé; Michael Douglas as Hank Pym; and a raft of other names. Evangeline Lilly was in negotiations to play Hope van Dyne. Wright also assembled a trusted crew of department heads with whom he’d previously collaborated, including production designer Marcus Rowland and cinematographer Bill Pope. Was there some friction between Wright’s personnel and Marvel’s in-house staffers? Sure. Each had their own working methods, but it was nothing too serious that could not be resolved. What was, however, becoming increasingly difficult to resolve were the barrage of notes that never seemed to end.

The biggest issue that the Creative Committee harped on was continuity. Wright and Cornish’s script was written before the MCU; now they had to integrate it with the expanding universe. Wouldn’t S.H.I.E.L.D. have contacted Hank Pym if he’d been an active superhero in the past? Wouldn’t Pym have crossed paths with Howard Stark, Tony’s father, a founding member of S.H.I.E.L.D.?

The writers were happy to accommodate revisions that helped connect Ant-Man to the wider MCU, but they were adamant about maintaining the tone of the script. The flood of notes reached such a point that in March 2014, Wright and the Committee postponed the Ant-Man production to July to sort out script issues.

What Wright didn’t know, though, was that Marvel Studios had handed off the Ant-Man script to in-house writers who did a pass that addressed all the Committee’s notes6. In mid-May, Wright received the new draft— and he was horrified. Though the story was still the same, entire swaths of dialogue had been rewritten and references to the MCU shoehorned in.

For Wright, this was the last straw. The director thought that he and Cornish had been working in good faith with Marvel Studios to find a common ground, only for that trust to be betrayed.

On May 23rd, Marvel Studios and Wright released an announcement: the two were parting ways “due to differences in their vision of the film”. Most of Wright’s chosen department heads left with him, partly because they realized that the movie was not going to start shooting as planned in July, and partly out of loyalty to Wright7.

On Twitter, Wright posted— then deleted— a Photoshopped image of a sad-faced Buster Keaton holding a Cornetto ice cream. If you know your film history, it’s easy to interpret the meaning: Keaton was an independent director who lost his creative control after the costly misfire of The General (1926) and forced to work eventually with big film studios like MGM where he constantly clashed with them and had to make compromises to his artistic vision that he always regretted.

Joss Whedon tweeted a photo holding up a Cornetto in solidarity. He was confused as anyone by the abrupt departure and said at the time: “I thought the script was not only the best script that Marvel had ever had, but the most Marvel script I’d read. I had no interest in Ant-Man. I read the script, and was like, ‘Of course! This is so good!’”

Later, Feige would say this about the split:

I wish it wasn’t as late in the day as it was, but it just had become clear that there was an impasse that we had never reached before. We’ve worked with lots of unbelievably talented filmmakers like Edgar before, and of course there are disagreements along the way. We had always found a way around it, a way to battle through it and emerge on the other side with a better product. It just became clear that both of us was [sic] just being too polite over the past eight years, I guess! Then it was clear that, ‘Oh you’re really not gonna stop talking about that note?’ ‘Oh, you’re really not gonna do that note?’ Alright, this isn’t working.

A few years later, Wright tried to be polite about what went wrong: “I wanted to make a Marvel movie but I don’t think they really wanted to make an Edgar Wright movie.”

The departure was a “really heartbreaking decision” for Wright after “having worked on it for so long.” He said:

I was the writer-director on [Ant-Man] and then they wanted to do a draft without me, and having written all my other movies, that’s a tough thing to move forward thinking if I do one of these movies I would like to be the writer-director. Suddenly becoming a director-for-hire on it, you’re sort of less emotionally invested and you start to wonder why you’re there, really.

The unstoppable force had met an immovable object. And the casualty was that we never got an Edgar Wright’s Ant-Man movie.

Marvel postponed Ant-Man until they got things in order. Meanwhile, Paul Rudd called in his friend, Anchorman director Adam McKay, who recalled:

[Rudd] called me when Edgar Wright stepped away from the project and told me what was going on. I was a little dubious just because I’m friends with Edgar and I didn’t know what the story was, and then when I kind of heard what happened, that Edgar had parted ways, and then I saw their materials. I was like, ‘God, this is pretty cool.’ Ultimately I didn’t want to jump in as a director—I had too many other projects going and it was too tight—but I thought, ‘You know what, I can rewrite this, and I can do a lot of good by rewriting it.’

While Marvel searched for a new director, McKay and Rudd bunkered down in different hotel rooms and hammered out a rewrite. According to McKay:

It was like six to eight weeks: we just ground it out and did a giant rewrite of the script. I was really proud of what we did. I really thought we put some amazing stuff in there and built on an already strong script from Edgar Wright.

Some of the changes included expanding Evangeline Lilly’s character, Hope Van Dyne, establishing a more complicated daughter-father relationship with Hank Pym and more action scenes. This compelled Lilly to sign on— when Wright left, she hadn’t finalized her contract and had been debating whether to stay or go. “I think everyone was a little uncomfortable because we all loved Edgar and were very passionate to work with him,” she said.

McKay and Rudd also appeased the Creative Committee by inserting a flashback sequence for Peggy Carter (Hayley Atwell) and adding a sequence in which Ant-Man faced off with the Falcon (Anthony Mackie) on the new Avengers Compound. Oh yeah, the schedule was shuffled so that Ant-Man now took place after Age of Ultron. Rudd insists, though, that the story remains Wright’s and Cornish’s—who received final screenplay credit alongside McKay and Rudd.

Said Rudd:

The idea, the trajectory, the goal, and the blueprint of it all, is really Edgar and Joe. It’s their story. We changed some scenes, we added new sequences, we changed some characters, we added new characters. If you took the two scripts and held them up together they’d be very different—but the idea is all theirs.

Wright and Cornish received final screenplay credit alongside McKay and Rudd.

Feige finally selected Peyton Reed to helm the movie; the director was willing on the condition that Marvel pushed back production by one month to give him enough time to get himself oriented and to replace the department heads who’d left with Wright.

Peyton later revealed that he and Wright exchanged emails: “We both acknowledged the general weirdness of the situation. It’s all very odd, but it’s been really nice to communicate with him.”

Insiders say that Wright’s animatics and storyboards were still used for the action sequences. One scene that did remain from the Wright and Cornish script was a battle between a miniaturized Ant-Man and Yellowjacket on a child’s train table with Thomas the Tank Engine barreling toward them, a moment prominently highlighted in the trailers. Reed did add his own contributions, such as bringing the Quantum Realm into the final act— he said that it was never in the early drafts— as well as the gag of Michael Peña’s character Luis recounting a story with him voicing every line of dialogue.

When Ant-Man finally opened on July 17, 2015—nearly a decade after Wright met Kevin Feige and Avi Arad— it did respectable business, grossing $519 million worldwide, and was received positively, if a little mutedly. For fans of Edgar Wright and those who knew the changes behind the scenes, it was a little difficult to watch the film and not imagine what could’ve been.

But don’t feel too bad for Edgar Wright. After exiting Ant-Man, he turned to making his 20-year-old passion project, Baby Driver, which also did respectable business. Still, it does make you wonder what Ant-Man might’ve been like if Edgar Wright had been given a chance to make it his way.

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Long live the movies!

D.L. Holmes

Fargo arrived at a critical time for Joel and Ethan Coen. If it hadn’t, the trajectory of their careers and lives would have been very different, and we’d have been deprived of further gems.

The Big Lebowski. No Country For Old Men. Burn After Reading. Inside Llewyn Davis.

More importantly, it is one of the best examples of going back to the drawing board and trying out something different with your artistic style when the current one isn’t working.

And it was all thanks to the failure of their last film…

In 1994, The Hudsucker Proxy was a box-office flop.

Not that the Coens were big box-office draws in the first place. The same is true of both then and today. Their type of movies are geared towards more adult, more sophisticated audiences, so financial viability was always tenuous. However, their first two films, Blood Simple. and Raising Arizona, made more than their budgets, and they were critical and commercial hits.

But the next two, Miller’s Crossing and Barton Fink, weren’t hits; even though their small budgets would’ve helped keep the losses low enough for the Coens to fight another day

The Hudsucker Proxy, though, was their most expensive film yet. When it flopped, that made it their third box-office bomb in a row. That wasn’t good. The Coens didn’t need to make blockbuster millions, but if they wanted to keep making films, they had to at least prove that they could earn enough to recover their budgets and then some.

So for their next film, the Coen brothers decided to take a step back creatively, scaling back and doing things differently. Moving away from the flashy visual style of their early films— no complicated tracking shots (Blood Simple.), no kinetic camera movements (Raising Arizona), no elaborate visual effects (The Hudsucker Proxy)— to a more ‘realistic’ approach, almost semi-documentary that suited the more ‘real life’ nature of the story.

The story was about a car salesman who hires two bungling henchmen to kidnap his wife, in order to shake down his rich father-in-law for a ransom. But the henchman botch it up along the way, and a sharp pregnant police detective is doggedly closing in on them.

It’s a crime movie, sure, but with a distinct Coen brothers flavor of subverting expectations and finding laughs in ways and places you wouldn’t think would be comedic. A large portion of that comedy is due to the simple-mindedness of the two henchmen—the motormouthed weaselly-looking Carl Showalter (Steve Buscemi) and the sour taciturn Gaear Grimsrud (Peter Stormare).

Ethan Coen explains:

One of the reasons for making [the criminals] simple-minded was our desire to go against the Hollywood cliché of the bad guy as a super-professional who controls everything he does. In fact, in most cases criminals belong to the strata of society least equipped to face life, and that’s the reason they’re caught so often. In this sense too, our movie is closer to life than the conventions of cinema and genre movies.

By bringing the villains and hero from an archetypal pedestal down to a “recognizable, ordinary scale”, Fargo feels real instead of slick. The hero isn’t the Martin Riggs or Frank Bullitt variety, or the Clarice Starling variety either. Police chief Marge Gunderson (Frances McDormand) is a “very real ordinary person with ordinary and mundane concerns”.

And this makes all the difference. As Joel Coen says:

People who do these kinds of crimes generally, in reality, are not rocket scientists. There’s a tendency in movies to make criminals much smarter than they are in real life. If you read about how these things usually happen it’s incredible stupidity that usually trips these people up.

As part of their creative reset, the duo decided to set the story in Minnesota, near Minneapolis, where they grew up; it was an environment with people they were familiar with— though no doubt they stood out in a culture of humble and unpretentious sincerity with their “hip irony”. It was a deliberate attempt to do something “very far from what [the Coens] had done before”.

Says Joel: “It’s more naturalistic generally in terms of everything: unembellished sets, real locations.”

This extended to every aspect of Fargo. The filmmaker siblings wanted the camera to tell the story as an observer, moving away from the style one might expect from a crime film.2 They teamed up again with Roger Deakins, who’d just earned his first Oscar nomination (of an eventual sixteen!) for Frank Darabont’s The Shawshank Redemption. For Fargo, Deakins drew from his earlier work on documentaries to create a “distanced, more objective visual approach”. That meant minimal camera movements to complement the static bleakness of the snowy landscape, and shooting intentionally bland locations. Deakins recalls:

We chose some of the locations because they were particularly bland. Both the designer [Rick Heinrichs] and I would say, “Well, that’s really nothing.”

But the bland appeal was very much part of the Minnesota landscape— from Jerry Lundergaard’s workplace at the car dealership and his middle-class suburban home to the coffee shops and restaurants— all of which enhanced the ordinariness of the world in which the story took place, and made it all the more real.

This naturalism also extends to the plot. It is digressive and episodic. Scenes sometimes exist almost without any narrative purpose.

Do we really need a scene of Norm (John Carol Lynch) having an early morning breakfast of eggs before Marge goes to the crime scene? Or the couple sharing lunch while discussing worm bait? Does Fargo need a scene of Carl taking a hooker to a Jose Feliciano show and awkwardly struggling to make small talk? Or, most famously, Marge meeting Mike Yanagita (Stephen Park), who never appears again in the film. On first glance, it feels completely random.

And yet— it’s not random, either. These scenes show the characters in their world— like in a documentary. And the Mike Yanagita scene is the first time that Marge realizes how far some people will go to try and deceive others, behaving in ways that make no sense to her. This sets up her speech after arresting Grimsrud: “There’s more to life than a little money, you know. Don’tcha know that? And here ya are, and it’s a beautiful day. Well. I just don’t understand it.”

The Coens wanted to “show the story had a relationship to life rather than to fiction”. And this meant creating scenes that had “no relationship to the plot”. That doesn’t mean the scenes are aimless— there absolutely is a purpose to these moments. They add color and flavor to the relationships and enrich the film.

Despite a creative reset, the Coens didn’t abandon their sense of humor. A title card solemnly opens the film before we see a single frame of the story:

“THIS IS A TRUE STORY. The events depicted in this film took place in Minnesota in 1987. At the request of the survivors, the names have been changed. Out of respect for the dead, the rest has been told exactly as it occurred.”

The last line ought to have given the joke away, but many people— myself included—fell for it. Later, the Coen brothers would admit that it was entirely made up, though it was loosely inspired by some criminal incidents they’d heard about. But the purpose of the title card with such an audacious claim is a Trojan horse, lowering our defenses and making it more likely to accept what we’re watching. Explains Joel:

“If an audience believes that something’s based on a real event, it gives you permission to do things they might otherwise not accept.”

The ‘based on a true story’ declaration, then, is no more truthful in Fargo than it is when it appears in biopics; it is nothing but a distortion of the truth. Even the title is a lie— while the first scene takes place in Fargo, the rest of the story unfolds in the Minnesota cities of Brainerd and Minneapolis. When asked about the title inaccuracy, the Coens simply said that ‘Fargo’ was a more evocative title than ‘Brainerd’.

Hard to argue with that, really.

Recalls Joel:

It was interesting to try and restrain ourselves… we moved the camera far less and used a lot more over-the-shoulders.

Even if they didn’t move the camera as much, this restraint did not stop them from trying out new things. According to Deakins, the Coens shot on longer lenses for Fargo than they’d had on their earlier films:

Our main lens was probably a 40mm or a 32mm, whereas normally it would be a 25mm.

The scaled-back production of Fargo was also a welcome change for Deakins. He says:

Hudsucker was quite a big picture. [The budget wasn’t] a huge amount of money by today’s standards, but that project had its own momentum. Fargo, on the other hand, was a small picture, but in a certain sense we could be more flexible because of it. Less pressure, a smaller crew and a much more intimate production are advantages in many ways.

For the Coens, it allowed them to go back to the way they used to work when they started out, just with each other in a controllable environment with a small crew.

Says Joel: “It was fun for all of us, and a relief in a way.”

The small budget of $7 million— more than Blood Simple. and Raising Arizona, but less than their last three films— meant they shot everything on location in practical, working establishments— apart from two small bathroom sets. As a result, they had to use available exterior light through windows and augmenting the existing lighting in a location.

This was very much in line with the strategy that the Coens were using: If they pushed to dramatize everything— from the story and plot to the visual style— on their earlier films— Fargo went in the opposite direction to “de-dramatize things rather than dramatize things”. This choice even extended to the lighting. Recalls Deakins:

I was very much working off of natural sources. It’s not something I always do, but I suppose I do it more often than not. Particularly on Fargo, where we wanted a naturalistic feel, I was working a lot more with practicals — boosting practicals and putting little gag lights in. A lot of the film was shot in bars and clubs, so basically you have to work with the production designer to install the kind of practicals you want.

When Fargo was released, it became the Coen brothers’ highest-grossing film yet at the time, bringing in around $60 million at the box office and earning seven Oscar nominations for Best Picture, Director, Supporting Actor (William H. Macy), Cinematography, and Editing3; it ultimately won for Best Actress (McDormand), and Best Original Screenplay (the Coens).

Perhaps the most unexpected result was Fargo’s box-office success outside America—half of the film’s box-office earnings came from other countries. Despite its distinct Minnesota style of speaking and mannerisms, Fargo clearly resonated outside America. Case in point: ME writing about Fargo!

Creative resets are rarely talked about. Many artists— from filmmakers to writers and singers— are still finding their voices and experimenting in the early stages of their careers. It takes time to find what works best for you, and what doesn’t. For Fargo, it meant that the Coens stopped trying to be visually flashy and telling highly dramatized stories, and instead tried to tell a true-to-life crime film. Instead of doubling down on what they were doing— and potentially permanently damaging their future prospects— the Coen brothers went back to basics almost to figure out how to go about films differently. It takes a lot of guts to admit that something isn’t exactly working, and pressing the reset button. Mike Flanagan, who has made his reputation as a horror director, made his first three films as ‘college drama and complicated love life’ stories, before switching to horror and discovering his voice.

Even the Coens hit the reset button again nearly a decade later, to adapt Cormac McCarthy’s No Country For Old Men for the big screen. It wielded similar— if bigger — results, and this time won the Coens their first Oscars for Best Director and Best Picture, as well as Best Adapted Screenplay.

If you are unhappy with the creative direction of your work or if your work isn’t resonating with audiences as much as you’d like, then perhaps you need to take a creative reset. It means going back to basics, deliberately thinking about your approach and style in connection to the story WHILE retaining the parts that are uniquely you— after all, the Coens didn’t abandon their style of subversive humor. They simply deployed it differently— and to great results.

Although if you take the word of the Coen brothers, the results of Fargo have mystified them. Says Joel, “Fargo was the final straw in trying to figure out why certain things are popular and others aren’t. Its success was a complete surprise to us.”

Is Fargo your favorite Coen brothers’ movie? Can you think of other filmmakers who made something different to reignite their career? Please share your answers in the comments.

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Long live the movies!

D.L. Holmes

What’s funny is that when Scream came out, horror had been in a slump— unlike today when horror is destroying the box office, with newcomers Obsession and Backrooms taking down established IP like Star Wars (The Mandalorian and Grogu). With the genre showing no signs of slowing down, Scream offers a valuable lesson for filmmakers about how to stand out from the crowd and make a horror film that feels different.

In 1995, Kevin Williamson was one of many hopeful dreamers in Los Angeles: a struggling broke writer. He’d actually managed to sell a script, Killing Mrs. Tingle, to Interscope; and Joe Dante was even attached as director. But the project was stuck in development hell, and the $75,000 Williamson got from the sale mostly went to settle his $100,000 debt plus daily expenses.

Williamson recalls:

It was so sad because I thought I had made it—and, no, I had not made it. I was in West Hollywood in a rent-controlled apartment for $650 a month and it got hard to pay that bill, believe it or not.

Frustrated, Williamson went back to work on a new script. And he had just the story for it.

“No one was making good horror movies,” he says. “So, I wrote the movie I wanted to see.”

Lesson #1: Don’t discard your ideas

When Kevin Williamson was studying theater at East Carolina University, he wrote a one-act play about a young babysitter who gets a creepy call and starts talking with the other person about all the tropes in horror movies.

According to Williamson, it was a “forty-page mess of ideas” that ultimately never got staged. But the idea never completely left his mind, as you very well know— it became the inspiration for Scream’s iconic opening sequence with Drew Barrymore.

Some ideas need the right time to be told, and to be combined with another idea to create something new. For instance, when James Cameron got the writing assignment for an Alien sequel, he cobbled the pitch proposed by producers Walter Hill and David Giler— marines go to the alien planet and shit happens—with a spec script he’d written eighteen months earlier called ‘Mother’. Voila! That’s how we got Aliens!

For Williamson, the babysitter and the creepy phone call idea just needed another element. And it came to him in the form of a true crime report on the Gainesville Ripper.

Lesson #2: Study the world for ideas

Williamson was house-sitting for a friend in Westwood one night when he stumbled across a prime-time news special about Danny Rolling, the Florida serial killer dubbed the Gainesville Ripper after his horrific murder spree of five college students over four days in Gainesville, Florida, in August 1990.

Williamson recalls:

It was the most gruesome story I had ever heard. It was so horrific the way that he would break into their back doors with a screwdriver. These unsuspecting people, he would just sit outside and listen to them on the phone. Then, when they’d get off the phone, he’d wait for them to go to sleep. It was terrifying.

During a commercial break, Williamson walked into the family room and saw the window open. Had it always been open? Because he certainly hadn’t noticed. Spooked, he tried to call the homeowner and ask if the latter had left the window open when he left.

The homeowner did not answer the call, so Williamson called a friend. He describes the experience:

I was like, ‘Okay, there is a window open in the house. I think someone’s in the house.’ He goes, ‘Well, get out of the house!’ I grabbed a knife and I started walking around, checking under the bed and behind the shower curtain, and he was on the phone with me to keep me company. He was being a jerk and going, ‘Kill kill kill kill.’1 He goes, ‘Yeah, Michael Myers.’ I’m like, ‘No, that’s Jason Voorhees.’ And we got into this whole discussion about horror films.2

Lesson #3: Take from your personal experiences and pay attention to epiphanies

Luckily, there was no intruder in the house. But the experience set off a light bulb in Williamson’s mind.

I thought, ‘I’ll deconstruct the horror film the way that Stephen Sondheim deconstructed [the stories in] Into the Woods.’ That was my favorite musical. I saw it a hundred times when I was waiting tables in New York next door to the Martin Beck Theatre. I kind of used that as my inspiration. I sat down and I was like, ‘Where do I start?’

This is why it’s important for artists to be attuned to their thoughts, something that is becoming increasingly impossible when smartphones and tech companies are desperate to grab and steal every ounce of our attention. For an artist, to be constantly distracted, like most people, is like leaving your front door open every night for a thief to waltz right in and steal your valuables, and not doing anything to stop it.

Anyway.

Armed with his latest experience, plus the creepiness of the Gainesville Ripper, Williamson cast his mind for ideas… and landed on his abandoned idea about the babysitter and the phone call.

“That’s how it all came together,” he says, “and then I started writing the opening scene.”

Lesson #4: Write something that you want to see but is also fresh

Horror films were in a slump in the 1990s. Slashers had done so well in the 1970s that Hollywood churned out a wave of similar films, largely derivative sequels that were increasingly lesser than the film that started it all. According to the New York Film Academy:

If there’s one trope that typifies the ’80s, it’s the slasher format—a relentless antagonist hunting down and killing a bunch of kids in ever-increasing inventive ways, one by one…. Some were a lot better than others as the genre descended to its most kitschy. Similar to the first horror movie, these films were not intended to scare, but to entertain. Suffering from exhaustion in the wake of a thousand formulaic slasher movies and their sequels, the genre lost steam as it moved into the ’90s.

But here’s Williamson, writing for a genre that seemed to be on life support.

Yet early on, he realized that his idea about the babysitter wasn’t enough for an entire movie and changed direction. He says:

I realized: Forget the opening scene. This story is about someone else. I created the character of Sidney Prescott and this whole big story about the death of her mother and how she’s traumatized by that and how it has affected her relationships and who she is and how she navigates high school life.

Lesson #5: Combine genres

How has Scream survived for seven movies over three decades? That’s because it has a story engine that could allow it to run for several stories. In the case of Scream, Williamson combined the slasher genre with the whodunit genre.

He elaborates:

Every horror movie has its thing. For Scream, I thought it could be a mystery where we have a different killer every time and that would be the gimmick (emphasis mine). I was a big Agatha Christie reader as a kid and I really enjoyed the reveals. I read that she works backwards and so I constructed Scream backwards. Once I latched on to two killers, I stopped everything and restructured it so that it all made sense. I already had it all planned out, but when I started taking those two characters and working them backwards, it all fell into place.

I feel really stupid writing this but… until he framed it this way, I had never realized this. When I rewatched the films, it was very apparent that this was a whodunit that was also a teen movie but dressed as a slasher. I can’t believe it took me this long to realize it.

Williamson also did something radical at the time: his characters actually watched horror movies. They knew the tropes and conventions, unlike in other horror films where nobody appeared to have ever seen or much less heard of a horror film before.

Lesson #6: Make it personal, if possible. Also, themes matter!

The first Scream is still the best Scream because it’s actually about something more than just the killings. For this outing, Williamson tapped into the themes of betrayal and family, which felt personal to him. He explains:

I’ve always felt like betrayal is a big thing in my life. I write about it a lot, and lies and deceit. I always felt like Sidney had such a distrust of people around her and she is also dealing with grief. I latched on to her mother being dead and her father being absent as a result of that. Her mother was murdered and she put the guy away, but it was the wrong guy and now she doesn’t trust herself. It’s all about trust. Her whole relationship with herself or with Billy was about that trust and belief in the lies. Can she trust this man she loves? Then she chooses to trust him and he, of course, is the killer.

Focus on themes and character, then weave the scares through them, not the other way around.

Lesson #7: Have a cornerstone on which the movie is built on

While Scream was Williamson’s love letter to slasher films, it was also an indictment of the genre and a pushback against people who blamed entertainment for society’s problems. He succinctly summed it up in a line that ends up in the finished film: “Movies don’t create psychos, movies make psychos more creative.”

He wrote this line on a notecard and taped it to the wall as he wrote; it would become the cornerstone of the story.

Williamson doesn’t believe violent movies cause people to become violent, but it can be suggestive to those already susceptible to violence. He says:

If you look at all the reports, there’s no real relationship. I watched all those violent movies growing up and I’m scared of blood. Real blood, real violence freaks me out. I believe, like Quentin [Tarantino] believes, that the movies are where you can take the darkness. Fiction is the only place you can take this darkness and live in it because you can close the book, and you can turn the TV off, and you can leave the theater. You can play in that darkness and then you step out of it and come back to the real world and you’re in the light.

Later, when the film was in post-production and submitted to the Motion Picture Association of America (MPAA), this line became a battleground. The film’s editor, Patrick Lussier, recalls:

[The MPAA] hated ‘Movies don’t create psychos, movies make psychos more creative’ [because] it was saying a truth that they did not want out there voiced so clearly.

For all its scares and meta-take, Scream has something to say. Genre films get rapped on the knuckles for not having much substance, but the best writers and directors always make sure that what they’re making has something to say.

And since horror is the best vehicle for talking about society and its problems, not having something to say is missing an opportunity to say something meaningful!

Find out what your film is trying to say. Capture it in one line. Let your characters state it. Then make it the cornerstone of your movie.

Once Williamson had all this in mind, he got down to writing the first draft.

Lesson #8: Seclude yourself from the world to write your first draft

Here’s what most people don’t understand about writing: writing is HARD.

It takes honest-to-God effort to sit down and put words on to a page, then continue all the way until the end. That’s why writers are easily distracted. We welcome any excuse NOT to write and then lament over the time lost not writing. It’s fun and not fun simultaneously.

One way that writers overcome this problem is by moving away from their regular environment to write.

It can be a different room in the house, or it can be a small space within the premises like a small office or shed— Roald Dahl wrote all his novels in a shed at the bottom, and Christopher Nolan has a small office unit built separate from his house to do all his writing.

Sometimes, it can be a space in another part of town or the city— Edgar Wright and Simon Pegg got a pokey office in London to write Shaun of the Dead, while Tina Fey wrote Mean Girls in “the backroom of a Fire Island rental home”.

But sometimes, you need a more drastic option: you go away to another place entirely. Rian Johnson frequently secludes himself in an Airbnb to write his scripts once he has all his materials. For Scream, Kevin Williamson did something similar— his friend, the one for whom he’d been house-sitting when he caught the Gainesville Ripper news special, found a condo in Palm Springs that Williamson could have for the weekend.

It was a golden opportunity. Said Williamson:

I thought, ‘I’m gonna go away and I’m gonna write this movie and get it out of my system. I wrote an outline and I took it to Palm Springs. I locked myself in a condo with no TV and for three days I wrote Scream. I came back with a draft. It was pretty close to what I sold.3

Do you have a script you need to write? Once you get all your notes and ideas together, write an outline, then lock yourself away in an unfamiliar place without distractions and get that first draft out of your system as fast as possible.

Lesson #9: Don’t be afraid to mix it up

As mentioned earlier, Scream was not a straightforward slasher film. That’s what Dimension director of production and development Richard Potter thought when he read the script. He actually saw it as a teen movie, recalling:

This was a movie for an audience that was absolutely being ignored at the time. Nobody was making movies for teenagers. I liked how the teenagers spoke. No one can write Kevin Williamson dialogue like Kevin Williamson. They weren’t real, but they were close to real. They had actually seen horror movies. It always killed me, and obviously Kevin also, that when you would watch a horror movie, no one in it seemed to have ever seen one. They had no awareness of the connection between what they’re living through and things they had seen, even just in dialogue.

Funnily enough, the same thing appears to be happening today. Horror films like Obsession, Backrooms, and Iron Lung are aimed at an audience— namely Gen Z— that Hollywood has been ignoring. Which leads to the next point…

Lesson #10: Make a movie for a generation to own

It seems crass to talk about making movies in business terms especially ever since finance shitheads and techbros have encroached the space, calling everything ‘content’, but one thing that absolutely does matter is thinking about your audience.4

Williamson was 30 when he wrote Scream, but his characters were teenagers. And Potter saw immediately that this was a film that teens would be drawn to. He said: “[Teens will] finally have [a movie] for them. Not the fifth one in a franchise that started when they were four. It’s for them.”

AGAIN, THIS IS EXACTLY WHAT IS PLAYING OUT AT THE BOX OFFICE. Including films like The Devil Wears Prada 2 which targeted a female audience, especially older, and is doing MUCH BIGGER business than its predecessor because it is for an audience that is ignored in stories on the big screen from the bigger studios. Gosh, it’s almost like the movie business is cyclical, isn’t it?

Thinking about your audience, simply through the type of characters in your story, can help you to position your script to a specific audience that will turn out to watch. Intentionally or otherwise, Scream positioned itself as a movie for 1990s teenagers without a horror franchise to claim as their own.

Lesson #11: Have champions

Especially for someone struggling to break in, artists need champions and true believers in their work. And Scream had quite a few.

Richard Potter, for instance—he persistently pushed Bob Weinstein at Dimension Films to make the film until the co-founder caved in.

Then producer Cathy Konrad, who produced the first three Scream films, and was an executive producer on the later films. She famously kept the studio at bay in the early days of filming when Dimension got antsy about the dailies and the Ghostface mask. Or, to put it more accurately, she told them if they didn’t like what they were doing, then they should “shut us down or fuck off”.5

Another believer was Julie Plec, who was Wes Craven’s assistant at the time. She loved the script and kept nagging her boss to accept the directing gig— especially since Dimension kept offering it and Craven kept turning it down. One day at lunch, she mentioned that Dimension still hadn’t found a director. “Which is a shame,” she told him, “because that was such a good script and you were always their first choice.”

Craven replied, “Well, they should make me an offer I can’t refuse.”

Plec immediately relayed this to someone she knew. They conveyed it to Dimension Films. And they made him an offer that Wes Craven finally could not refuse.

Lesson #12: Think long-term. Don’t be seduced by the almighty dollar sign

When Kevin Williamson sent the Scream script out in 1995, he was broke and needed money. He didn’t expect the script to start a bidding war in Hollywood. He recalls:

I remember Mandalay tried to buy it. Paramount made an offer and then once it went over the $300,000 mark they were like, ‘We just don’t pay that kind of money for a horror film. That’s not gonna happen.’ Then it got up to four fifty, and then it got up to six hundred or six fifty. Oliver Stone’s company came in higher and Dimension came in lower.

Williamson could have easily sold the script to the highest bidder, so why did he ultimately go with the company making the lowest offer? He credits his lawyer for the decision:

My lawyer Patti Felker, who is my lawyer to this day, smartly said, ‘Do you want the money or do you want the movie made?’ She goes, ‘I really think it’s more important to make the movie.’ I went, ‘Yeah, I want the movie made.’ And she goes, ‘Dimension will make it. Miramax just started this division of genre filmmaking dedicated to this type of film. They will make this movie.’

So Williamson turned his head away from the allure of more money and went instead with the company willing to get it made. True to his lawyer’s word, in less than a year later, Scream hit theaters.

Sometimes, you have to make the smart play to gain for the long-term, even if that means a temporary short-term loss.

Lesson #13: Be audacious and stand out from the crowd

Williamson was inspired by Psycho’s clever tactic of positioning Janet Leigh as the star of the film—only to remove her from the story halfway through. The Casey Becker character in the opening is one such tactic, but when production got underway, it was actress Drew Barrymore who really helped them sell the bait-and-switch: She told Wes Craven that she wanted to play Casey Becker instead of Sidney Prescott, because it would shock audiences if she— a recognizable face— was the teen killed in the opening.

It took a while for Craven to realize the brilliance of Barrymore’s idea. Same with Dimension. But they all saw the genius behind the thinking. In fact, the marketing team would prominently feature Barrymore at the center of the pre-release marketing campaign.

Says Potter:

You’re ahead of the movie thinking, ‘Drew Barrymore is not going to die, she is obviously the star of the movie’. Then she is dead and suddenly anyone could live, anyone could die, you have no idea.

Julie Plec credits this as partly for boosting the film’s popularity at the box office.

I think Drew’s presence in the movie gave it the right credibility, and then the surprise that she died in the opening scene, I don’t think anybody saw coming. People were so gobsmacked by it that it created a level of chatter and awareness that is rare in movies. It’s hard to surprise an audience.

A film has to stand out to get noticed, and today, that’s more urgent than back in 1996. Scream had a strong script and concept that helped, but something like the Drew Barrymore casting only solidified its uniqueness.

Lesson #14: Pay attention to studio notes when they make valid points

Dimension Films only had two notes for the team.

Note #1: The film needed one more kill because the middle had a lull since nobody died.

Given that audiences even back then were liable to check out during the middle stretch, this was a strong point. So they killed off the character of Principal Himbry, played by Henry Winkler. Luckily, his death also created a plausible reason in the story for most people to leave Stu Macher’s house—they wanted to see the body in the football field before police removed it— which set up the place for the final showdown with Ghostface, so it wasn’t a big headache to include it in the story.

The second note was more contentious.

Note #2: The killers needed a motive.

Williamson had purposefully given Billy Loomis and Stu Macher no motives in committing their crime spree. He was inspired by Leopold and Loeb, two notorious teen killers in 1924 who kidnapped and murdered a fourteen-year-old boy. Why? For no reason, except to commit the perfect crime6. Loomis and Macher would be the same because it was more frightening without a motive.

Bob Weinstein wasn’t buying it and got his way.

Still, it wasn’t a major overhaul to address the note. Since the story already had the backstory about Maureen Prescott baked into the story, Williamson added a few lines about her affair with Billy’s father, which led to her death at Billy’s hands and the framing of Cotton Weary. Problem solved. Stu was just along for the ride.

Still, Scream editor Patrick Lussier prefers the original concept. To quote Billy Loomis himself: “It’s a lot scarier when there is no motive.”

Lesson #15: Remember Wes Craven’s advice: “Don’t trust anybody and persevere, really, really persevere. Don’t trust anybody’s judgment about what will work except your own.”

Wes Craven nearly got fired from Scream in the first week of filming.

It had been decided to begin principal photography with the opening scene featuring Drew Barrymore. But though the cast and crew felt they were making something special, Bob Weisten was unimpressed with the dailies. He complained that the footage was “workmanlike at best”, and that it was “just a girl running around with a telephone in her hand.”

Richard Potter, the executive who’d championed Scream, understood why there was a disconnect between the dailies and what his boss, Weinstein, had been expecting. He explains,

When Wes shoots, he is shooting for Patrick [Lussier] to edit. Patrick knows in a forty-second shot that there’s twelve seconds three-quarters of the way through that Wes wanted. That’s what he was going for. When Bob watched the dailies, he thought it looked boring. It didn’t look like anything was happening, and he was kinda freaking out that the movie wasn’t going to be good.

Cathy Konrad, who had made several movies with the Weinsteins, was bracing herself for the worst. She says, “I was the only one that knew to the depth of my soul what could happen when the train comes off the track.” Weinstein sent Dimension Films president, Cary Granat, to Santa Rosa to deal with the situation— and this was the occasion when Konrad famously dared them to shut the production down.

Still, the only way to convince them that they knew what they were doing was to show them what it would look like in the end. So Craven got in touch with Lussier and asked him to stitch the opening scene with music and sound effects. Lussier did, and Potter arranged for Weinstein, Granat, and Andrew Rona to fly to Santa Rosa and watch the now-edited opening scene. After it was finished, Weinstein went up to Craven and said, “What do I know about dailies?”

This changed everything from thereon out. Lussier recalls that Dimension backed “way off” and allowed Craven to make the movie as he saw it. They also were generous with the budget. Lussier says:

“Suddenly, there was money for everything. There was money for an orchestra. All that changed because of that thirteen and a half minutes. My whole career has changed because of that sequence.”

Years later, when asked what advice he’d give young filmmakers, Wes Craven would point to this experience as a cautionary tale. To this, he would add:

If you don’t have that knowledge inside of yourself of what’s going to work for you when you’re making a film, you probably shouldn’t be doing it. But if you have the drive and you have the talent, then don’t let somebody talk you out of it.

I’d say it worked out excellently for Scream and everyone involved in it.

And as for Kevin Williamson, Scream changed everything. He’s never looked back, and I doubt he’s had to house-sit for money ever since.

Do you like scary movies? Which Scream film is your favorite?

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Long live the movies!

D.L. Holmes

Unlike the 100 favorite films, I had to make even more brutal cuts simply to fit the list. And just as last week’s list exposed my gaps in my film education, this one makes it even more apparent that I have a lot more to learn about film scores.

What are your favorite film scores and who are your favorite composers? If you have any film scores not included here, please share them in the comments.

The Adventures of Robin Hood – Erich Wolfgang Korngold (1938)

Big, bold, and brassy. Old-school Hollywood at its finest, capturing the spirit of the swashbuckling Robin Hood.

Casablanca – Max Steiner (1942)

Max Steiner balances the music just right without letting it overpower the emotion: it’s romantic but not sappy, wistful but not saccharine.

The Third Man – Anton Karas (1949)

The only film that Anton Karas ever scored, because until director Carol Reed plucked him up when hearing him play the zither one night in Vienna, he was an unknown performer. The zither’s music perfectly captures the mood of post-WW2 Vienna, and the story of deception and betrayal and love unfolding before us.

The Good, the Bad, and the Ugly – Ennio Morricone (1966)

The theme for this film is probably Ennio Morricone’s most famous theme song, but the rest of the soundtrack is fantastic, too. He composed the music before Leone shot the film, allowing the director to play it on set and dictate his movements and editing choices to the rhythm of the score, which only enhances the musicality of the picture.

On Her Majesty’s Secret Service – John Barry (1969)

For George Lazenby’s one and only outing as Bond, John Barry created a soundtrack using electronic instruments to give it a different mood. The title track in particular is fantastic, equal parts aggressive and yet also tragic.

Chinatown – Jerry Goldsmith (1974)

From the first mournful note to the last, Jerry Goldsmith creates a musical landscape that evokes the sentiment of Chinatown long before its tragic climax. What’s even more impressive is that he only had ten days to compose and record the score after producer Robert Evans rejected Phillip Lambro's work at the last minute.

Taxi Driver – Bernard Hermann (1976)

This would be the last score that the great Bernard Hermann would compose— he died hours after he completed the recording— and it’s a great work to sign off on, creating within us the uneasiness of being in Travis Bickle’s orbit. Uncomfortable? It’s doing its job.

Star Wars – John Williams (1977)

The score that John Williams was working his entire life towards, combining all his talents into creating an operatic soundtrack as big as the picture he was making it for. George Lucas told him he wanted something that evoked the Golden Age of Hollywood, something familiar, to pair it with the fantastical images he had instead of a futuristic sound. The rest is history.

Risky Business – Tangerine Dream (1983)

Tangerine Dream’s soundtrack feels like a teenage boy’s hormones converted into music. Moody, romantic, lusty, youthful, anxious.

Blade Runner – Vangelis (1984)

Vangelis channels classical music through synthesizers and creates a soundtrack that is dripping with noir. The “Tears in Rain” soundtrack, in particular, makes you feel like you are there in the rain.

Witness – Maurice Jarre (1985)

In the 80s, Maurice Jarre started experimenting with electronic instruments and synthesizers. For Witness, he composes a music landscape that conveys the Amish lifestyle, while injecting a romantic lyricism whenever Harrison Ford and Kelly McGillis are on screen together.

The Lion King – Hans Zimmer (1994)

The soundtrack for a lot of 90s kids, myself included. Hans Zimmer scored this film because he wanted to write something for his daughter at the time. He drew from his personal experience of losing his father when he was young, and you can feel that emotion in the music especially in the soundtrack when Mufasa dies.

Fargo – Carter Burwell (1996)

Carter Burwell’s score is as stripped down and unfussy as the rest of the film, but without losing the sense of danger and darkness underneath the banal-looking surface and pleasantry. Apparently, he took the main motif from the Norwegian folk song, ‘The Lost Sheep’ which seems appropriate in a story about bumbling criminals and a terrible plan hatched by an incompetent car salesman.

Spirited Away – Joe Hisaishi (2001)

The music captures the mood of Spirited Away, in which innocence and danger exist together, while also being wistful and fantastical and scary all together.

The Lord of the Rings: The Return of the King – Howard Shore (2003)

You can listen to the music on its own and it still tells a story. The only reason I ranked this over The Fellowship of the Ring is that two tracks in particular, ‘The Black Gate Opens’ and ‘The Grey Havens’, are absolutely outstanding. It’s really operatic and grand in scale, which feels appropriate for Tolkien’s epic finale.

The Social Network – Trent Reznor & Atticus Ross (2010)

Trent Reznor and Atticus Ross had never composed music for a film before, but they killed it on their first attempt. Listen closely to their main theme, ‘Hand Covers Bruise’, and you’ll notice that as it recurs through the film, it gradually starts to sound hollow, as protagonist Mark Zuckerberg alienates everybody around him while triumphing… over what?

The Grand Budapest Hotel – Alexandre Desplat (2014)

It captures the whimsy of Wes Anderson’s confectionery-colored tale, but also hints at the darker undercurrents beneath it. While it sweeps you away at first, it eventually hits you hard when the story reaches its conclusion.

Aftersun – Oliver Coates (2022)

This score wins simply for the track ‘One Without From’, which is literally a few bars repeated over and over again on a violin. But what it sounds like is a child’s plaintive cry, over and over, as if stuck and unable to move on— which is appropriate for the story about a woman remembering the last time she saw her father alive when she was a young girl. It’s memory fossilized into music, frozen and aching, and heartbreaking.

Spider-Man: Across the Spider-Verse – Daniel Pemberton (2023)

The music throws you through the movie like Miles Morales flung through the multiverse and it is an absolute sonic rollercoaster.

Oppenheimer – Ludwig Göransson (2023)

Ludwig Göransson captures Oppenheimer’s emotional state of turmoil, and it’s great. Christopher Nolan didn’t have a lot of instructions for the composer, except an idea to use the violin to portray Oppenheimer. Göransson took it, ran with it, won his second Oscar for it.

One Battle After Another – Jonny Greenwood (2025)

Jonny Greenwood’s entire score feels like frayed nerves on edge, in a perpetual state of anxiety— which is exactly how paranoid Bob Ferguson (Leonardo DiCaprio) feels throughout the movie. It’s one of his Greenwood’s best scores, and it’s a tragedy that he lost out an Oscar for this.

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Long live the movies!

D.L. Holmes

The unthinkable has happened: Star Wars, one of the most dominating franchise in pop culture, is now the box-office Goliath with everything to lose.

I’ve little interest in The Mandalorian— my interest in Star Wars only extends to the three trilogies and Rogue One1— but even I’m taken aback by the lethargic response to the film.

Which makes you wonder if Disney is freaking out over next year’s Star Wars: Starfighter and whether Ryan Gosling and Shawn Levy can reignite interest in the franchise, or if it will be the final nail in the coffin.

But really… what’s going on?

I want to make this very clear before I begin: This is NOT going to be a hit piece about the state of the Star Wars franchise ever since Disney bought Lucasfilm— though I will touch a bit on George Lucas’s response to it. Personally, I enjoyed the sequel trilogy, though The Rise of Skywalker was a real disappointment.

What I’m curious about is looking into the original recipe that George Lucas wrote and cooked when he made Star Wars back in the late 1970s. What did Lucas do that turned Star Wars into an honest-to-god pop culture behemoth, and is it possible for Lucasfilm to replicate it under the corporate rule of Disney? Can another filmmaker be a true successor to Lucas, or is Star Wars so creatively tied to its maker that any attempt is simply an exercise in failure waiting to happen?

Poring over the endless books and interviews about the making of the original Star Wars, three things stand out:

1. Star Wars was a hot pot of endless influences and ideas.

2. Star Wars was always intended to be a film for kids.

3. Star Wars was a subtle political allegory about Vietnam.

I’m sure that last point is going to piss off a certain segment of the fanbase, but guess what? It’s not MY interpretation— it’s on the record FROM GEORGE LUCAS HIMSELF!

So let’s look at each of these points in detail, and then let’s consider whether Lucasfilm has kept this in mind when they started making new Star Wars films and TV shows since Disney bought the company.

Star Wars was a hot pot of endless influences and ideas.

Star Wars begins and ends with Flash Gordon. Without Flash Gordon, there would never be Star Wars.

Flash Gordon was one of the biggest space adventure comic strips in its time. Originating in 1934, it followed the titular Flash Gordon and his companions Dale Arden and Dr. Hans Zarkov on their adventures on both the planet Mongo and, later, throughout the galaxy. It was the Star Wars of its time, extremely popular around the world, and one big fan was none other than George Lucas himself, who tried to buy the film rights in the early 1970s when he was still unknown.

Lucas recalls:

I’d been toying with the idea, and that’s when I went, on a whim, to King Features. But I couldn’t get the rights to it. They said they wanted Federico Fellini to direct it2, and they wanted 80 percent of the gross, so I said forget it. I could never make any kind of studio deal with that.

Having failed, Lucas started to think about how he could make his own version of Flash Gordon, but with his own characters instead. Says Lucas:

I realized that Flash Gordon is like anything you do that is established. That is, you start out being faithful to the original material, but eventually it gets in the way of the creativity. I realized that Flash Gordon wasn’t the movie I wanted to do; if I had done it, I would’ve had to have Ming the Merciless in it—and I didn’t want to have Ming the Merciless. I decided at that point to do something more original. I knew I could do something totally new. I wanted to take ancient mythological motifs and update them—I wanted to have something totally free and fun, the way I remembered space fantasy.

This is ironic because King Features Syndicate, the company that owns Flash Gordon, actually created the space adventure comic after failing to reach an agreement with Edgar Rice Burroughs to adapt his John Carter of Mars stories in response to another popular science fiction adventure comic strip called Buck Rogers. That’s right: When King Features Syndicate couldn’t get John Carter, it tasked Alex Raymond to create Flash Gordon with John Carter as an inspiration— and the original creation was a mega-successful hit. Now history was about to repeat itself.

But it would take a while. After licking his wounds over the box-office failure of his first film THX 1138, George Lucas worked on the smaller (and decidedly non-science fiction) film American Graffiti to reestablish his credibility. During this time, he also toiled on ideas for Apocalypse Now and Star Wars. The success of American Graffiti allowed George Lucas to finally turn his attention to what he really wanted to make: Apocalypse Now. However, that stalled due to rights issues between him and Francis Ford Coppola, so Lucas turned his attention next to his Flash Gordon-inspired space opera.

If Lucas had merely stopped at making a Flash Gordon rip-off, Star Wars would’ve been consigned to the rubbish heap a long time ago. Instead, George Lucas spent three years pilfering from science fiction novels, comic books, movies, and folklore, taking influence from anything and everything. Though he agonized over plots and characters, and baffled both his friends and studio executives at 20th Century Fox with constantly changing drafts and plots, Lucas knew exactly what he was creating:

It’s your basic superhero in outer space. I realized that what I really wanted to do was a contemporary action fantasy. (emphasis mine)

I’m about to go on a slight tangent here because the way Lucas went about creating Star Wars is fascinating:

He started by making lists of names and locations for his fantasy. ‘Emperor Ford Xerxes XII’ was scrawled at the top of one notebook page, followed by single names like Owen, Mace, Biggs, and Valorum. Then, after testing different combinations, he would divide his list into names of characters and planets; each would get a brief title or description. On the list was ‘Luke Skywalker’ but in early iterations, he was ‘Prince of Bebers’. Han Solo was there too, but he was the ‘leader of the Hubble people’. Other names included planets such as Alderaan and Yavin; so were locations named after the Japanese actor Toshiro Mifune and Herald Square. Once Lucas had his names and places, he’d insert them into a short narrative, try them out, and repeat ad nauseam.

Okay, now let’s back to the topic of inspiration because it didn’t stop at other stories. Inspiration also came from his real life.

Take Chewbacca. One afternoon, when his then-wife Marcia Lucas drove away on errand with their dog sitting in the passenger seat— an Alaskan malamute named Indiana (whose name Lucas took for ‘Indiana Jones’)— Lucas thought the big dog in the passenger seat looked like Marcia’s copilot. Lo, the image became the inspiration for the character of Chewbacca co-piloting the Millennium Falcon alongside the human Han Solo.3

Then take R2-D2. When he and Walter Murch were editing the sound for American Graffiti, the pair had devised their own system to quickly organize the racks of film reels and miles of film by assigning an identification number for each reel, dialogue track, and sound track. During one late-night session, Murch asked Lucas for Reel 2, Dialogue 2—but instead of saying the entire thing, he used the shortcut of R2 D2. Lucas loved the way it sounded— the sound of a name was very important for him—and after he handed Murch the requested cans, he quickly scribbled R2D2 down in his notebook. Lucas would later say:

As I was writing, I would say the names to myself, and if I had a hard time dealing with a name phonetically, I would change it. It had to do with hearing the name a lot and whether I got used to it or not.4

Although there’s no indication from where he got the name ‘Vader’ from— though there’s clear indication that in the beginning, Darth Vader and Anakin Skywalker were two separate characters— there’s speculation that Lucas borrowed the name from a schoolmate one grade ahead, an athlete named Gary Vader. Lucas loved the way names sounded.

Sidenote: Carry a notebook, or something to record your ideas before you forget them. This is what Guillermo del Toro also does. In fact, the annals of history show that creatives that made it would carry notebooks or scraps of paper to record their ideas, never knowing when inspiration would strike.

He also envisioned borrowing a storytelling device popularized by the old Disney cartoons of opening with a storybook. Over time, he would refine this, over and over again, until eventually ending with the iconic title crawl which itself was inspired more by Flash Gordon than Disney, as well as Cecil B. DeMille’s Union Pacific (1939) which also did the same but rolling towards a vanishing point in the distance.

At the same time, Lucas wrote out bits of plots and scenes that he wanted to see. He said:

One of the key visions I had of the film when I started was of a dogfight in space with spaceships—two ships flying through space shooting each other. That was my original idea. I said I want to make that movie. I want to see that.

When writing out dogfights proved difficult, Lucas taped old war movies on television and compiled footage of airplane battles from films like Tora! Tora! Tora! and The Bridges at Toko-Ri, later transferring it to 16mm film and editing it to an eight-minute reel, “a way of getting a sense of movement of the spaceships.”

Flash Gordon. Throwaway sounds and images. Dogfights. Opening title crawls. These are some of the ingredients that Lucas was throwing into the stew that he was cooking. In fact, when he stalled brainstorming ideas for Star Wars, his mind would wander to other serials he had enjoyed such as Don Winslow of the Navy (1942), about a naval intelligence officer who fights spies as he locates and explores a secret submarine base. Said Lucas:

I began thinking it’d be a good idea to have an archaeologist in a 1930s-style serial, so I’d make little notes about what it would be, who his character was, and how all that would work out. That’s how I came up with the idea of Indiana Smith.

Films were a major influence. Lucas, an avid consumer of cinema, has openly credited Akira Kurosawa’s The Hidden Fortress (1958), in which two greedy (and comic relief) peasant farmers help a disguised general and princess on a treacherous journey. The idea to tell the story through two lowly characters would shape the first part of Star Wars, told through the perspective of the droids R2-D2 and C-3PO; years later, it would also serve as a template for The Phantom Menace, with the droids replaced this time by Jar-Jar Binks. Says Lucas:

Hidden Fortress was an influence on Star Wars right from the very beginning. I was searching around for a story. I had some scenes—the cantina scene and the space battle scene—but I couldn’t think of a basic plot. Originally, the film was a good concept in search of a story. And then I thought of Hidden Fortress, which I’d seen again in 1972 or ’73, and so the first plots were very much like it.

He added, “Having the two bureaucrats or peasants is really like having two clowns—it goes back to Shakespeare. Which is probably where Kurosawa got it.”5 The two “clowns”— C-3PO and R2-D2— found its influence from Fritz Lang’s 1926 silent film Metropolis— in a note, Lucas wrote, “two workmen as robots? One dwarf/one Metropolis type.”

Meanwhile, other films that Lucas analyzed and took notes on included The Wolf Man (1941), Michael Curtiz’s Casablanca (1942)6, William Wyler’s Ben-Hur (1959), and John Ford’s They Were Expendable (1945) and The Searchers (1956); the saloon scene from the latter partially inspiring Star Wars’ cantina sequence in Mos Eisley. Martin Scorsese, a friend of Lucas’s recalls:

[Lucas] had all these books with him, like Isaac Asimov’s Guide to the Bible, and he was envisioning this fantasy epic. He did explain that he wanted to tap into the collective unconscious of fairy tales. And he screened certain movies, like Howard Hawks’s Air Force (1943) and Michael Curtiz’s Robin Hood (1938).

Meanwhile, Lucas also drew from comic books such as series like Weird Fantasy, Weird Science, Shadow Comics, and Amazing Stories, as well as Jack Kirby’s psychedelic New Gods series about the heroic Orion and his father, the supervillain Darkseid— is this where Lucas got the idea of making Darth Vader into Luke’s father?

Other influences include comic sci-fi novels like The Stainless Steel Rat, and Bill, the Galactic Hero— the latter being about a frustrated farm boy, sound familiar? Literary influences include Frank Herbert’s Dune— which was something that Herbert was not too pleased about— as well as Edgar Rice Burroughs’s novel A Princess of Mars; E. E. “Doc” Smith’s series of Lensman novels, about super-powered space cops; and novels by Harry Harrison— whose 1966 novel Make Room! Make Room! was adapted as Soylent Green.

Books on mythology and religions also played a key role in Lucas’s research, scrutinizing works such as Sir James George Frazer’s The Golden Bough: A Study in Comparative Religion and Joseph Campbell’s influential The Hero With a Thousand Faces. Lucas read—nay, absorbed— themes, plot devices, tropes, and information about myths while working away on his scripts.

This barely scratches the surface of the exhaustive myriad influences that fed Star Wars. For instance, he instructed composer John Williams to create a score that was traditional and old-school Hollywood to complement the fantastical images he was creating, feeling that doing so would create a familiar entry into his world. He struggled to meld these diverse influences— swashbucklers, comic books, science fiction, Westerns— into one story, but by borrowing from so many sources, Lucas slowly pieced together something that felt both familiar yet utterly original.

He didn’t stop there.

I researched kids’ movies and how they work and how myths work, and I looked very carefully at the elements of films within that fairy tale genre which made them successful. I found that myth always took place over the hill, in some exotic, far-off land. For the Greeks, it was Ulysses going off into the unknown. For America it was out West.… The last place left ‘over the hill’ is space.

Which brings us to Ingredient Number #2…

Star Wars was always intended to be a film for kids

Steven Spielberg claims that George Lucas always intended Star Wars to be a “kids’ picture, a little Disney film” that he didn’t think anyone would want to see except him. His ex-wife Marcia Lucas, who was a co-editor on Star Wars, confirmed that Lucas “always said he was making it for 10-year-old boys”.

I think this point matters a lot. George Lucas was targeting a certain demographic—10-year-old boys— and as a result, a lot of his decisions were influenced by this. When George Lucas was honored at Cannes in 2024, he spoke at length about Star Wars and especially the prequels, arguing that critics of Episodes I-III forgot that Star Wars was never intended for adult audiences. He said:

It was supposed to be a kid’s movie for 12-year-olds that were going through puberty, who don’t know what they’re doing, and are asking all the big questions: What should I be worried about? What’s important in life? And Star Wars has all those things in there. They’re buried in there but you definitely get it, especially if you’re young.

This was particularly true in the prequels especially in the character of Jar Jar Binks, who was trashed so badly that the experience traumatized the actor Ahmed Best; allegedly, the negative reception to the character in The Phantom Menace forced Lucas to reduce Jar Jar Binks’ role in the next two movies. But he also pointed out that the hate towards Jar Jar was reminiscent of the original response to C-3PO:

Everybody said the same thing about 3-PO, that he was irritating and we should get rid of him When I did [Return of the Jedi] it was the Ewoks: ‘Those are little teddy bears. This is a kid’s movie, we don’t want to see a kids’ movie. I said: ‘It is a kids’ movie. It’s always been a kids’ movie.’ (emphasis mine)

Now…

I’m pretty sure a lot of adult fans will be annoyed by George Lucas’s remarks. Like, how dare you, sir?! Yet- he’s right. I love the Star Wars movies but it is very much intended for a young audience. There’s absolutely nothing wrong with that, but there is something very wrong about getting up in arms over a story that is no longer intended for your age demographic.

I actually had this experience with two properties that I grew up loving.

The first is Harry Potter. The Potter books— and films— were to me what Star Wars was to children who watched Star Wars in 1977: absolutely transformative. Harry Potter made me want to become a writer in the first place, and Steve Kloves’s script for Prisoner of Azkaban was the first screenplay that I read in my life. And I love it, I still do— even despite the controversies being caused by its creator. Hell, I was one of the first beta users to sign up for the site Pottermore. But I have realized that I am no longer the target demographic— something that became abundantly clear in the wake of the announcement that HBO was adapting the books as a series for a whole new generation. In fact, I am way past the intended target demographic. Which is why the backlash against the casting by people my age and older is, put simply, pretty fucking weird.

Funnily enough, Harry Potter actor Daniel Radcliffe himself made this point in 2012 when he hosted an episode of Saturday Night Live:

The incredible thing about the Harry Potter franchise is how it touched fans of all ages across the world. And to the children who loved Harry Potter, I want to say: your enthusiasm was the real magic, and I so enjoyed being on the journey with you. And to the adults who own the Harry Potter books and devoured them, I just want to say, those books were for children. You were reading children’s books. I know they were long, but that’s because the letters were big. You know, for children? I am joking, of course, I would never insult the adult fans of Harry Potter. Though if I did, what’s the worst they could do? It’s not like the wands they carry around are real.

The second instance I had was with the Percy Jackson books. I stumbled on to Rick Riordan’s series relatively late at sixteen; just after The Last Olympian was published, but right before The Heroes of Olympus series started. I devoured both sets of books, and then in 2015-2017, I also read his Norse mythology trilogy spin-off Magnus Chase and the Gods of Asgard. They were fun! But I vividly recalling closing the last book and thinking that, being in my early 20s, I was definitely too old for these books.

Which, again, is why I found it weird when adults were protesting the casting choices and debating the recent Disney+ Percy Jackson television series. It’s pretty fun, but it’s also clear that I’m not the demo for this, so I’m just going for the ride.

But for many people, these franchises— like Star Wars— are such a huge part of their identity that they are sacrosanct; I think that to NOT be passionate about it as an adult would cause a literal identity crisis, the same way that renouncing your religion might.

To which I leave you this quote from Corinthians 13:11:

Which brings us to Ingredient Number #3, the most controversial of them all…

Star Wars was a subtle political allegory about Vietnam

I’ve seen a lot of people (mostly toxic men) wailing and gnashing their teeth over “politics” in their favorite film franchises and wishing that these film corporations would try to stop shoving “politics” down their throats and go back to the original films which were free of such “politics”, especially their childhood fav Star Wars.

Dear lads, I am going to quote George Lucas directly when I tell you that Star Wars channeled his critiques about the Vietnam War:

I figured that I couldn’t make [Apocalypse Now] because it was about the Vietnam War, so I would essentially deal with some of the same interesting concepts that I was going to use and convert them into space fantasy so you’d have a large technological empire going after a small group of freedom fighters.

In his earliest notes, he references Vietnam and America directly as to leave no doubt about what he was thinking about when he was creating Star Wars:

Theme: Aquilae is a small independent country like North Vietnam threatened by a neighbor or provincial rebellion, instigated by gangsters aided by empire. Fight to get rightful planet back. Half of system has been lost to gangsters … The empire is like America ten years from now, after gangsters assassinated the Emperor and were elevated to power in a rigged election … We are at a turning point: fascism or revolution… [the Empire allowed] the crime rate to rise to the point where a ‘total control’ police state was welcomed by the people.

And one associate involved with the 1977 Star Wars would later say: “Most people have no realization that part of it [Star Wars] is about a Vietnam situation.”

Yep. Star Wars is political. In the original Star Wars, Lucas hid his liberal politics in plain sight. For the prequels, he abandoned subtlety entirely and put the politics front and center—I mean, come on: the entire plot of Phantom Menace happens because taxation of trade routes leads to Palpatine clinching power in a legally binding move as a step towards his ultimate plan of ruling the entire galaxy.

Before I continue, let’s reiterate three key ingredients that were instrumental for George Lucas to create Star Wars:

1. Star Wars was a hot pot of endless influences and ideas.

2. Star Wars was always intended to be a film for kids.

3. Star Wars was a subtle political allegory about Vietnam.

And now, let’s look at the state of the Star Wars since Disney bought Lucasfilm and whether or not the stories since then follow the blueprint laid out by Lucas and ask the following questions:

Do the Disney Star Wars films borrow from other influences and ideas?

As I catalogued earlier, George Lucas drew on anything and everything he loved to create the universe of Star Wars. This was vital because it was in response to something he initially wanted to make— a Flash Gordon movie— without plagiarizing one property. He’d do the same for the sequels and Indiana Jones (more on that in a bit).

But when I tried to find out what films inspired The Force Awakens, the closest I found to an answer was… the Star Wars franchise itself. Or as director J.J. Abrams said about making Episode VII:

It was obviously a wildly intentional thing that we go backwards, in some ways, to go forwards in the important ways, given that this is a genre — that Star Wars is a kind of specific gorgeous concoction of George [Lucas]’s — that combines all sorts of things. Ultimately the structure of Star Wars itself is as classic and tried and true as you can get. It was itself derivative of all of these things that George loved so much, from the most obvious, Flash Gordon and Joseph Campbell, to the [Akira] Kurosawa references, to Westerns — I mean, all of these elements were part of what made Star Wars.

He continues:

What was important for me was introducing brand new characters using relationships that were embracing the history that we know to tell a story that is new — to go backwards to go forwards. So I understand that this movie, I would argue much more than the ones that follow, needed to take a couple of steps backwards into very familiar terrain, and using a structure of nobodies becoming somebodies defeating the baddies… but use that to do, I think, a far more important thing, which is introduce this young woman, who’s a character we’ve not seen before and who has a story we have not seen before, meeting the first Storm Trooper we’ve ever seen who we get to know as a human being; to see the two of them have an adventure in a way that no one has had yet, with Han Solo… who gets to enlighten almost the way a wonderful older teacher or grandparent or great-aunt might, you know, something that is confirming a kind of belief system that is rejected by the main character; and to tell a story of being a parent and being a child and the struggles that that entails — clearly Star Wars has always been a familial story, but never in the way that we’ve told here.

Finally, he adds:

Yes, the bones of the thing we always knew would be a genre comfort zone, but what the thing looks like — we all have a skeleton that looks somewhat similar, but none of us look the same. To me, the important thing was not, ‘What are the bones of this thing?’ To me, it was meeting new characters who discover themselves that they are in a universe that is spiritual and that is optimistic, in a world where you meet people that will become your family.

I must say that on this front, Abrams did succeed: The Force Awakens feels like a remix of A New Hope, which creates a strange sense of déjà vu. It was made well, but as Lucas would later tell producer and Lucasfilm president Kathleen Kennedy in what sounds like a disappointing tone: “There’s nothing new”. Whereas he used his films to present new worlds and new characters, while pushing the possibilities of visual effects, he thought that in The Force Awakens, there weren’t “enough visual or technical leaps forward”.

He’s… not entirely wrong. Disney CEO Bob Iger, who was instrumental in the purchase of Lucasfilm, took particular umbrage with Lucas’s criticism, writing in his memoir The Ride of a Lifetime:

He wasn’t wrong, but he also wasn’t appreciating the pressure we were under to give ardent fans a film that felt quintessentially Star Wars. We’d intentionally created a world that was visually and tonally connected to the earlier films, to not stray too far from what people loved and expected, and George was criticizing us for the very thing we were trying to do.

I’m going to return to this point later.

Since Abrams returned to finish the trilogy with The Rise of Skywalker, I looked for any articles I could find about what influences he and co-writer Chris Terrio took for the film. If there were any books, movies, or comics that they referenced outside of Star Wars itself… I’ve not found it.

The same, though, can’t be said for Episode VIII: The Last Jedi, for which writer and director Rian Johnson drew on films such as Bridge on the River Kwai (1957), Twelve O’Clock High (1949), Letter Never Sent (1960), Three Outlaw Samurai (1964), and Gunga Din (1939). To me, this is why The Last Jedi feels like something both familiar and yet different— Johnson actually followed Lucas’s footsteps by taking in influences from outside Star Wars.

And I think that’s also why the first two seasons of The Mandalorian were a hit with fans: It took the Western trope of a lone gunslinger, in the vein of a John Wayne or Sergio Leone Western, combined it with other influences such as Japanese manga Lone Wolf and Cub, and created something enjoyable.

This matters because creativity is about taking different elements from different stories and mixing them into something new. In many ways, creativity is reproduction, where the DNA from two people are combined to give life to something familiar— the parents— and yet different— a new life.

But if a film takes elements from the very source of its creation without bringing in anything new, the result is a sense of a snake eating its own tail— an ouroboros. To extend the DNA metaphor I used in the earlier paragraph, doing so is incestuous. It defeats the purpose of creativity.

In fact, this problem is absolutely responsible for hobbling another popular Lucasfilm property: Indiana Jones and the Dial of Destiny. A convincing argument is put forth that The Dial of Destiny consumes itself instead of the stories that inspired its creators:

For [Raiders], Lucas and Spielberg gleefully pilfered stories of adventure from foreign civilizations, the basic atomic unit of American pop culture during their formative years in the ’50s. Hiram Bingham had “discovered” Machu Picchu in 1911; in 1954 Barks had replaced him with Scrooge McDuck, and Hollywood had made him into a louche jerk named Harry Steele (Charlton Heston) in Secret of the Incas. The Raiders team stole their hero’s wardrobe from Secret—costume designer Deborah Nadoolman said the crew watched the film together several times—and the boulder sequence from Uncle Scrooge7. When Indy channels a shaft of sunlight that reveals the location of the movie’s sacred MacGuffin, a scene lifted from Secret of the Incas, he’s dressed in a near-exact copy of T.E. Lawrence’s Bedouin garb in Lawrence of Arabia.

But, he says, in Dial of Destiny:

… we no longer see references to movies made before Star Wars; instead, the new film, directed and co-written by James Mangold, is an homage to the other Indiana Jones flicks, with Mads Mikkelsen’s baddie at one point jacking his whole outfit from Raiders’ Arnold Toht and, at another, donning René Belloq’s white suit and fedora. John Rhys-Davies reprises not just his role as Indy’s faithful counselor Sallah but the few bars of H.M.S. Pinafore he bellows at the end of the original film. Indy and Marion Ravenwood (Karen Allen), on the outs at the beginning of Dial, reenact Raiders’ “Where does it hurt?” scene right before the camera discreetly gives them some privacy as the film ends. And that scene in which a sunbeam reveals the location of the titular relic is back, except this time to nod to Raiders rather than to shine a light on a forgotten Charlton Heston vehicle.

Indeed, Indiana Jones was also inspired by James Bond in its earliest incarnations with plenty of womanizing— it remains to a degree in Raiders in the scene where a woman has written ‘Love you’ on her eyelids and bats them at Indy.

Does this mean that Disney should mandate its filmmakers to start cribbing from other stuff outside Star Wars for future Star Wars films? Well, it’s by no means a golden ticket to box-office success, but it certainly can’t hurt.

However, there’s more than just influences that make a film like Star Wars work, which brings us to our next question…

Who are the new Star Wars films for??

I’m going to requote Bob Iger’s statement and highlight one part in particular:

He wasn’t wrong, but he also wasn’t appreciating the pressure we were under to give ardent fans a film that felt quintessentially Star Wars. We’d intentionally created a world that was visually and tonally connected to the earlier films, to not stray too far from what people loved and expected (emphasis mine), and George was criticizing us for the very thing we were trying to do.

Now pardon me for asking an obvious question but I think it’s worth asking: who were these ‘ardent fans’?

No, really, who?

Were they the 10- to 12-year-old kids whose first Star Wars film was the original in 1977… who would now be 48-50-years old?

Were they the 10- to 12-year-old kids whose first Star Wars film was The Phantom Menace in 1999, the first film in the prequel trilogy… who would now be 26-28-years old?

Because it sure doesn’t sound to me like it was aimed at a new generation of 10- to 12-year-old kids who’d never seen Star Wars before.

The answer is the first one, by the way: those old enough to remember seeing Star Wars in the theaters in 1977. And, to a degree, the second one. No surprise then, that the most vocal and vociferous outraged fans are those in that age demography.

Which, you know, defeats the entire purpose of what Lucas was aiming for when he created Star Wars, which was to make it for kids. I was the age demographic for Phantom Menace when it came out, and Phantom was my first Star Wars film, and let me tell you: I loved it.

But if I was a kid in 2015, I don’t know how much I’d have loved The Force Awakens. We took our cousins who actually were that age to see the film, but they didn’t seem particularly wowed by it.

What really boggles my mind is that the pairing between Disney and Lucasfilm should’ve been a slam-dunk. Disney is a family-friendly kids-oriented brand; Star Wars is for kids. How they seem to miss that truly is the billion-dollar question.

I think the upcoming Starfighter, though, might have better luck at this, since they’re pairing the older Gosling with the young newcomer Flynn Gray, which could make it more youth-oriented, but let’s see.

And then lastly, the most contential question…

Are the new Star Wars films political enough?

Now I’m pretty sure a large portion of the fanbase will howl “Yes!”

But I’m going to make a bold claim: I think that the George Lucas Star Wars films— the original and prequel trilogy— are MORE political than the sequel trilogy (2015-2019) ever was. Only the spin-off Rogue One and its TV spin-off Andor, come close.

Now I’ve not watched Andor, but in my research, it was plain that the show was VERY MUCH political. I mean, it’s literally about how one man becomes committed to sacrificing his life in the name of freedom. That is inherently political, whether you want to agree or not.

This wasn’t accidental. Tony Gilroy, who first stepped into the Star Wars universe to work on Rogue One, is a filmmaker who thinks about issues quite deeply— look at his work on the Bourne series and his legal thriller Michael Clayton. You don’t get Tony Gilroy to come in and not do his thing.

A more interesting find was Gilroy revealing that he expressly told people working on Andor to put aside their reverence for the Star Wars franchise. He said:

In every department, we’ve had all kinds of people come in, and they know it’s Star Wars, so they change their behavior. They change their attitude. They change their thing. An actor will come in off a Ken Loach movie or something, they’ll put on a Star Wars [costume], and all of a sudden, this great actor, who auditioned for you and didn’t know what it really was, starts acting differently. And you go, “Wait, no. Do your thing. You’re here because we want you to be real.” So it’s a testament to the potent power of Star Wars. It really gets into people’s heads, but to change the lane and do it this way, it takes a little effort. It’s interesting.

Some fans might bristle at Gilroy’s seeming lack of reverence, but this is what allowed him to approach both Rogue One and Andor the same way as Lucas did in the beginning, drawing instead from the things he loved and being unafraid to get political. Says Gilroy:

[Cassian Andor] gave his life for the galaxy, right? I mean, he consciously, soberly, without vanity or recognition, sacrificed himself. Who does that? That’s what this first season is about. It’s about him being really revolution-averse, and cynical, and lost, and kind of a mess.

He continues:

[Andor’s] adopted home will become the base of our whole first season, and we watch that place become radicalized. Then we see another planet that’s completely taken apart in a colonial kind of way. The Empire is expanding rapidly. They’re wiping out anybody who’s in their way.

And Cassian Andor himself, star Diego Luna, described the series as a refugee story, with desperate people fleeing the Empire at the full force of its power:

[Andor] is the journey of a migrant. That feeling of having to move is behind this story, very profoundly and very strong. That shapes you as a person. It defines you in many ways, and what you are willing to do.

Even without having watched the show, all of this sounds awfully political. Refugees? A planet that becomes radicalized and then taken apart “in a colonial kind of way”? That’s Politics with a capital P— on par with George Lucas’s prequel trilogy than maybe the original.

The Last Jedi is also maybe the only new film that injected political elements into its story, notably in the depiction of the casino town Canto Bight, where Finn discovers that the wealthy enjoy the planet’s perks by enslaving racing animals and using stable-hand children— which is honestly very Dickensian, which in itself was a political act as Charles Dickens used his novels to criticize the ills of society and force reform by depicting the squalor of the city and the pitiful conditions of the suffering people. Benecio del Toro’s enigmatic hacker character DJ injects more ambiguity by revealing that the same dealer who sold weapons to the First Order (bad guys) also sold weapons to the Resistance (good guys)— perhaps the two factions are two sides of the same coin, he points out.

If I was an executive at Disney or Lucasfilm, I would push to implement the following three measures into future Star Wars stories:

1. Draw from a LOT of influences and ideas from OUTSIDE Star Wars. The more, the merrier.

2. Make these stories for kids, not adults. That doesn’t mean you dumb it down, far from it— it means you tackle adult stuff without forgetting that it’s intended for kids at the end of the day.

3. Inject some political allegory, man! Kids today are even more worried and asking about what’s important in life. Use Star Wars to answer some of these questions.

And bonus: PUSH THE ENVELOPE OF VISUAL AND TECHNOLOGICAL EFFECTS WITH EACH STAR WARS FILM. Give people another reason to turn out in droves. How else do you think James Cameron’s Avatar movies made so much moolah?

But even if these are followed through, perhaps it will still be difficult to replicate the success of Star Wars because the property is very much tied to the personality of its creator. Something George Lucas himself hinted at Cannes 2024 when he said the Disney “corporate bosses got a lot wrong” about Star Wars after he sold it:

I was the one who really knew what Star Wars was … who actually knew this world, because there’s a lot to it. The Force, for example, nobody understood the Force. When they started other ones after I sold the company, a lot of the ideas that were in [the original] sort of got lost. But that’s the way it is. You give it up, you give it up.

It’s not too late for Star Wars to regain its footing. The world that George Lucas created offers endless possibilities for reinventing the franchise in a way that excites moviegoers as it did in 1977.

Or… perhaps the next big Star Wars-like phenomenon will come from someone who wants to make a Star Wars movie but, unable to do so, creates a new story inspired by the property. Just as George Lucas did in the 1970s when he couldn’t get the rights to Flash Gordon.

In which case, Star Wars seems destined for the same fate as Flash Gordon: Once popular, now largely obscure.

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Long live the movies!

D.L. Holmes

Or as he will prefers to call it by its original title: Sydney.

It starts with a short film, Cigarettes & Coffee.

Actually, no.

It starts before that, when PTA dropped out of Emerson College after two semesters— he was studying an English major. His stint at New York University Film School was drastically shorter: he dropped after out two days when one professor panned Terminator 2 and another graded him a C for a prose sample.

The sample wasn’t his; it was written by David Mamet.

As far as Anderson was concerned, film school had nothing to teach him. So, in the words of the Pet Shop Boys’ song, PTA decided to go west.

Landing in California, he worked as a messenger and production assistant on television shows1.

Then one day, he got a crucial PA job for a PBS movie starring Philip Baker Hall.

Hall had caught Anderson’s attention some years earlier in 1988, after appearing in a small role on Martin Brest’s Midnight Run, playing a Las Vegas consigliere trying to convince his godfather not to kill people. The character’s name was Sidney.

According to a former teacher, PTA walked into her office one day and handed her a piece of paper. He told her, “This will be my next film.”

On the paper was scribbled only one word: Sydney.

Back to the PBS job…

As the PA, Anderson would bring Hall his coffee, and they’d smoke cigarettes and chat in between shooting. He’d ask Hall questions like what it had been like to work with Robert Altman on Secret Honor— a real deep cut that must have certainly flattered Hall, since it was not well known beyond film-obsessed fans.

One day, Hall asked what Anderson wanted to do with his life.

“Write movies,” Anderson told him. “Incidentally, I’ve written a twenty-eight-minute minidrama, and there’s a good part in it for you. If you’re interested, maybe I can borrow some equipment and we can shoot it.”

Soon enough, Hall received a script from PTA. It was about a young gambler suspecting his wife of an affair, who turns to an older gambler for advice. For a short film, it had multiple storylines connected through a twenty-dollar bill. It was certainly ambitious, but what caught Hall’s attention was the writing. This guy was the real deal. Hall, who passed away in 2022, recalled,

”I was wondering, Who was the first actor in the seventeenth century to see a Shakespeare script, and did he know what he was reading? I certainly knew what I had in my hand.”

The script was called Cigarettes & Coffee.

With Hall attached as his lead, Anderson hustled the short film into life.

His friend, Shane Conrad, had connections at Panavision; so Anderson asked if he could borrow a Panaflex camera for one weekend. Conrad’s friend agreed, only on the condition that they returned it on Monday morning.

Anderson’s father loaned him money; so did Wendy Weidman, PTA’s girlfriend from high school who also served as a producer on the short. One of Conrad’s friend’s father arranged a stay in Las Vegas so they could spend a day shooting on the Strip. A professional cinematographer was hired, a Fisher dolly was rented; Conrad found a camera operator.

But things were chaotic.

Despite his outsized knowledge about cinema and his confidence, twenty-two-year-old PTA was inexperienced; the crew hadn’t worked before; and there wasn’t a strong producer or cinematographer running the show. Still, Anderson knew what he wanted, enough to even challenge the crew’s expertise. And even though he was still learning to work with actors, he knew enough to get what he needed from them in a couple of takes.

Yet that one weekend deal stretched into three weeks; during which time, he fired his cinematographer and hired a new one.

Chaos aside, the end result of Cigarettes & Coffee was impressive enough to get PTA into the 1993 Sundance Film Festival. He was invited to the Sundance Filmmakers Lab to expand Cigarettes & Coffee into a feature-length film, and there he met casting director John Lyons, who would sign up as a producer on the film that Anderson was now calling Sydney— just as he’d told his teacher.

“I thought he was particularly smart and one of the most interesting directors who came through there,” Lyons recalled. “He had an unusual amount of confidence, even for a director, especially for someone his age. He was very savvy, utterly self-confident.”

The casting director was also won over by Anderson’s ability to create humane, believable characters: “He never wrote with any condescension or sense of brittleness or falseness. He has an incredible ear.”

Michelle Satter, who has run the Sundance Feature Film program since the festival’s inception, has a similar assessment. She said, “There was something different about him. Occasionally you meet somebody who just jumps out at you, with an incredible spark, imagination, with incredible originality and confidence…. He was almost like this kid who loved movies, yet a wise soul.”

Somebody else was also impressed by Cigarettes & Coffee: British producer Robert Jones. He reached out to Anderson about making the short as a feature with an $800,000 budget. The conversation slowed down, however, by PTA’s insistence on casting Philip Baker Hall as the lead; it slowed long enough that Jones got busy with another film being made at the time by another young filmmaker called Bryan Singer, who was working on a thriller titled The Usual Suspects.

Still, Jones persisted and in 1995, he tried again. Anderson still wanted Hall as his lead, and he refused to sell the script unless he was allowed to direct. Jones agreed. This time, things got moving. Lyons worked on casting: Aside from Hall, they got Samuel L. Jackson, John C. Reilly, and a newcomer called Gwyneth Paltrow2. They managed to raise $3 million for the budget from Rysher Entertainment, a small television production company looking to break into film. Anderson would later admit that he never met with anyone at Rysher Entertainment prior to filming— something he’d later regret.

Troubles started when the opinionated Jones clashed with the immovable Anderson. The producer thought some scenes could be trimmed at the script stage; the 25-year-old writer-director refused to cut them. As he did on the short film, PTA knew what kind of film he wanted to make; and he did not wan any interference from a producer, a studio executive, or financier. Jones, meanwhile, had a decade of experience over Anderson, and had also found the financing for the film. He wanted his point of view to be taken.

“I’m not a stand-in-the-background producer,” he later said.

Even Lyons, who took Anderson’s side, thought the film had problems that would have to be sorted in the editing room. He said:

“We had different philosophies. I truly felt that Paul had an incredibly clear sense of what he wanted to do, did an amazing job shooting, and would find the film in postproduction.”

During the shoot, things only got worse. Anderson completely shut Jones out, and instructed the editor not to show him anything. Jones, naturally, was pissed. He said: “When that kind of thing happens in other films, he’d be fucking fired. He was under contract. He wasn’t a final-cut director.”

When Jones finally did get to see a cut, he thought what every executive thought: at two-and-a-half-hours, the film was too long. “Interminable,” said Jones. “There were great things in it, but it was obvious he was so close to the film he couldn’t see the woods for the trees.”

Anderson refused to shorten the film. “This is my cut. I’m not touching a frame.”

Days later, Lyons got a hysterical call from the young director. “They locked me out of the editing room!” he shrieked.

What was happening was that Jones, with executive producers Hans Brockmann and François Duplat, were making a shorter version of the film on video; they also changed the ending to keep the Philip Baker Hall character alive. Jones says that Anderson made the changes on video himself, but refused to do so on film. That was the breaking point.

Years later, Anderson would be contrite about his behavior from that period. “I’m sure Robert Jones was right,” he said. “I’m sure I was throwing the rattle from the cage constantly. It was a mess of egos, with silly behavior for the most part.”

PTA still considered Jones’s input an interference. “He’s a total fucking asshole,” he said. “But I’d talk to him today. I’m different now. We’d have a laugh.”

At the time, Anderson was certainly not laughing. To his eternal fury, Rysher changed the movie title to Hard Eight, and sided with Jones on keeping the lead character alive. They also preferred the producer’s cut over Anderson’s. Keith Samples, head of Rysher Entertainment, did try to work directly with the director, though Jones warned him to be careful about what he was signing up off.

Two weeks later, Samples fired Anderson— along with Lyons and the editor— and cut his own version of the film— one that was shorter, snappier, and more conventional noir than what Anderson had been making. Lyons sardonically dubbed it ‘the Showtime version’: “If you’d been flipping Channel 98 and 99 at 2:00 A.M. you wouldn’t have noticed it.”

When the film was submitted to the 1996 Sundance Film Festival, they got two prints of Hard Eight (though the title change was permanent, Anderson only referred to it as Sydney). One print was from Rysher Entertainment, the other from Anderson. When the film was accepted, Michelle Satter made sure that it was Anderson’s version that got screened. The same thing happened at the 1996 Cannes Film Festival, where it premiered in the Un Certain Regard section. In both instances, Anderson’s supporters pulled through for the young filmmaker. And Rysher Entertainment was forced to accept that Anderson’s version was preferred by the viewers.

Yet the film failed to find an American distributor until Anderson recut the film to 102 minutes. It eventually got picked up by The Samuel Goldwyn Company. Not that many turned up: when the film opened a year later on February 28, 1997, it grossed about $220,000 against the $3 million budget.

Not exactly an auspicious start, but the confidence and strength of PTA’s vision and voice convinced a young executive named Michael De Luca at New Line Cinema to gamble on PTA’s next film about a porn star named Dirk Diggler in a script called Boogie Nights…

Jones always believed that Anderson turned the actors—and Hollywood—against him. When he ran into John Lesher, Anderson’s agent, in the hallway at a Sundance screening, Lesher hissed in his ear: “Get out of America. We don’t want you here. Go back to Europe.”

Jones did return to England, where he eventually headed up the British Film Council. But filming Hard Eight traumatized him. “It took me a long time to get over the experience,” he said.

He wasn’t the only one. Anderson, who’d gotten his hands burnt plenty by his first film, would later reflect:

“I’ve only learned a lot of lessons because I got incredibly fucked. I went through a movie being taken away from me, a movie being recut behind my back, I went through all of that, and it created a sort of paranoia and guardedness in me that I’m glad I have, because that will never, ever happen to me again.”

For Lyons, he knew that a lot of people didn’t take to Anderson’s self-confidence that bordered on arrogance. He recalled: “What people couldn’t stand was that Paul was never humble. He would never acquiesce, and he just fought back. People like Robert Jones and Hans Brockmann hated that. They wanted him to roll over.”

As for Anderson, he’d never trust a studio executive again.

Key Takeaways

1. Know what you want. Paul Thomas Anderson’s self-confidence, even at that young age, is intimidating. But it was this self-assurance that also allowed him to power through making his first short film despite inexperience, allowing him to get the shots that he wanted and the performances he wanted from the actors. That confidence might not make you popular with all of the crew but it will certainly put your cast at ease.

2. Learn as much as you can. “You can learn more from John Sturges’ audio track on the Bad Day at Black Rock laserdisc than you can in 20 years of film school,” says Paul Thomas Anderson, adding that “film school is a complete con, because the information is there if you want it.” PTA ran around making short films from the age of 12 with a Betamax video camera that his father gave him, watched and studied a lot of films, and learned everything he could about filmmaking. You don’t have to go to film school to learn how to make films. The resources are available today easily.

3. Hustle. Write. Hustle. Repeat. The common theme from Anderson’s early years is that he was a hustler, and would do anything to get what he wanted. He also wrote a lot, which helped him to get a short film script in front of Philip Baker Hall. He hustled to get Cigarettes & Coffee made, he hustled to get his version of Hard Eight seen by festivals, and he would eventually hustle his way into making the kinds of movies that he wanted to. Filmmaking is a hustle. Keep on hustling.

4. Have champions in your corner when you go to battle executives and producers. Without the support of mentors like John Lyons and Michelle Satter, PTA might have fallen into obscurity or never gotten to where he is. The support of Lyons and Satter was instrumental in getting his work out there. Especially when you’re young and starting out, it’s vital to have older professionals looking out for you or else you can become chum in the shark-infested waters that is the film industry.

5. If you like an actor and you want to work with them, let them know. Despite being a steady character actor, Philip Baker Hall had rarely been seen as a leading actor. But Anderson liked Hall’s work, told him as much, and then fought for him to be the lead on Hard Eight. In his subsequent films, he’d write parts for actors or tell them that he wanted to work with them— which is how he wrote the character of Bob Ferguson for Leonardo DiCaprio and Deandra/’Lady Champagne’ for Regina Hall, and the part of Barry Egan for Adam Sandler in Punch-Drunk Love. Actors like being appreciated; it’s the reason why so many actors want to keep working with PTA.

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Long live the movies!

D.L. Holmes

Let’s get to it.

Dreams are great sources for ideas

James Cameron got the idea for Terminator when he had a nightmare after collapsing from fever in a tiny Italian hotel room. In the dream, a knife-wielding chrome exoskeleton crawled out of the fire and came after him. As soon as he woke up, Cameron sketched the image on hotel stationery, while interrogating the story behind the image.

Which leads directly into the next lesson…

Keep a notebook beside your bed to write down your dreams instead of your phone

Imagine what we would’ve lost if Cameron had picked up his smartphone instead of sketching out his dream? Or if Paul McCartney, who got the melody for ‘Yesterday’ in a dream, reached for his phone instead of going straight to the piano to play what he heard?

Keep a dream journal next to your bed. Even if you don’t come up with the next Terminator, you’ll at least get a good night’s sleep by staying away from the screen’s blue light.

Work with a friend if you hate writing

Cameron doesn’t really like to write. So he reached out to his friend William Wisher to help him write the script; though Wisher wouldn’t get a screenwriting credit, he’d get one for Terminator 2.

Important: you and the friend have to share the same tastes and interests, or else there will be conflicts.

Steal like an artist— borrow from films to create your own

Terminator has at least three direct influences:

• Halloween (1978)

• The Warriors (1979)

• Mad Max 2 (1981)

You cannot create films in a vacuum. Everything is influenced by everything; if not film, then from art or comics or anime— whatever.

Also, watch beyond your circles. You never know where and how influences can inspire you— remember, George Lucas was inspired by I Vitelloni for American Graffiti, and The Hidden Fortress and Flash Gordon for Star Wars; meanwhile, the king of cribbing Quentin Tarantino borrowed (almost liberally) the plot of Lady Snowblood for Kill Bill.

Constraints lead to creativity

Contrary to what you’d think, there is freedom in limitations.

Since Cameron knew he would only get a small budget since he was an unknown first-time director (he refuses, to this day, to acknowledge Piranha II: The Spawning as his first film), he had to deploy his effects careful in his film.

That meant not showing the mechanics of the time travel and definitely eliminating the idea of a second liquid-metal Terminator (that he later used for T2), while also keeping most of the effects for the final showdown towards the end of the film.

On a different film, Jaws, the mechanical shark kept malfunctioning during shooting. As a result, Steven Spielberg was forced to use and show the shark sparingly— largely, like in Terminator, in the final showdown— while finding creative ways to suggest the shark.

A fin. POV shots.

And the final touch from composer John Williams that heightened the suspense: the ominous two-note double-bass ostinato.

Everyone calls it genius. In reality, it was a workaround for a problem.

How can you use limits before shooting a film to get the most creativity out of it? From the beginning, deliberately insert guardrails and rules. Maybe it’s using your effects sparingly. Maybe it’s staying confined to a single location.

Now find ways to get around them. And you’ll find that the solution is often better.

Find a producer who believes in your vision

For Cameron, this was Gale Anne Hurd. He sold her the rights to Terminator for $1 in exchange for allowing him to direct it. Hurd kept her word, turning down financiers who were interested in funding the film but wanted Cameron out. Although the deal meant that Cameron could never get to enjoy the financial windfall from the franchise, he chalks it up to “the cost of a Hollywood education”. Besides, I think he’s done quite well for himself with Titanic and the Avatar franchise alone…

There will NEVER be a good time to raise money for a small film

This is the lesson that is burned into my brain.

When Cameron and Hurd set out to find financiers, 1982 was a bad year— especially for unknown filmmakers trying to break in. At the time, unemployment in America was at 10% while interest rates hovered at 17%. People were more risk-averse and less likely to put up money.

But guess what? Things aren’t any better today. They’ve been bad across the decades, some a little worse than others, but still bad.

However, bad times doesn’t mean you won’t be able to find people who believe in your vision and give you their money. It just means you have to be savvier and more persistent about how you pitch it, as demonstrated below…

Ask friends for help

Cameron had a key meeting with John Daly of Hemdale Pictures and wanted to make an impression to seal the deal. So he asked actor Lance Henriksen to dress up as the Terminator and turn up early.

Henriksen, only too happy to oblige, literally kicked in the door of the Hemdale office, “wearing a ripped T-shirt, a leather jacket, and knee-high boots” with “gold foil from a pack of Vantage cigarettes smoothed on his teeth and special-effects cuts painted on his face”. The poor receptionist was terrified, and when Cameron arrived later, the Hemdale staff were delighted to see him, if only to get Henriksen to stop sitting there and staring at them icily.

Did it actually help to seal the deal? Well, it certainly didn’t hurt, because Hemdale agreed to finance the picture.

Speaking of…

Investors can be from anywhere

One of the earliest investments in The Terminator was courtesy of HBO who put up $500,000 for the premium cable rights. This was crucial because the money put in convinced others to put in money, too. The landscape has changed especially with the internet and streaming, but there’s still money to be found in showing on airplanes, on cruises, and so on.

Be prepared to change your original vision for a better idea

Cameron originally envisioned the Terminator as a small-made, lithe figure who could blend into the crowd. Arnold Schwarzenegger is neither small-made nor can he blend into the crowd. But after one meeting with the Austrian bodybuilder, Cameron was charmed enough to reconsider what the titular Terminator could look like, even though it meant updating his script to accommodate the casting change. But look how well it turned out!

Definitely be prepared for your plans to get changed!

Filming on Terminator was supposed to start in spring 1983, but then Schwarzenegger was contractually obliged to reprise his role as Conan the Barbarian in the sequel, Conan the Destroyer. This resulted in an 18-month delay and if this happened to me before I read this, I’d have burst into tears. Cameron must’ve felt equally upset, but that delay would turn out to be a hidden boon…

Turn delays and disadvantages to your advantage

Since 18 months wasn’t enough time to start a new movie, Cameron decided to send his Terminator script around as a sample to get some writing jobs. One of them led to a fateful meeting with Walter Hill and David Giler. Cameron went in expecting to pitch a space-version of Spartacus; and came out with a sequel to Ridley Scott’s Alien. He submitted a treatment in two weeks— Hill and Giler loved it so much that they hired him at once to write the script.

At the same time, he also got hired to write a first draft for a Rambo sequel. That meant he had three months to write Alien 2, Rambo 2, and rewrite Terminator all at the same time. Cameron asked Giler what he should do. The producer replied, “Well, don’t be stupid. Take both jobs.”

And he did. And it worked out well for him. Aliens and Terminator, anyway; Rambo II was not well-received.

Find your tribe

Cameron’s initial choice for the special effects, Dick Smith (The Godfather), turned down Terminator, but directed Cameron to his friend Stan Winston. Winston and Cameron clicked right away, forging a strong personal and professional bond that lasted all the way until Winston’s death in 2008. The only way to make something unique is to make it with other people who get what you’re trying to do.

Plus, it’s just always more fun.

Ignore conventional Hollywood wisdom about female characters— and write good roles for women

From the Terminator to present, Cameron’s films either have female leads or are split between male and female leads. As a result, a James Cameron film draws in both men and women to the cinema.

This is what Cameron had to say about writing Sarah Connor: “In writing I like to be fresh, and at the time of Terminator, that kind of female character hadn’t really been done.”

What Cameron understood— that Hollywood keeps forgetting— is that women are a large part of the moviegoing audience… and the mainstream cinemas have too few movies that appeal to them (most movies are catered to men, especially young men). Hollywood is constantly surprised when a female-driven film performs well at the box office, and even more surprised when Cameron’s films which are often female-driven, outperform expectations at the box office.

Plus, if you write a good female lead role, you’ll attract good actresses. Cameron’s films have either launched or significantly boosted the careers of the likes of Linda Hamilton, Sigourney Weaver, Kate Winslet, and Zoe Saldaña.

Learn to wear multiple hats

Cameron trained under low-budget filmmaker Roger Corman, who taught him a lot about the different facets of filmmaking. Coupled with his artistic training and his engineering mind, Cameron has an artistic and technical expertise that allows him to get involved deeply in all areas of the process. He’s even willing to operate the camera on dangerous stunts if his camera operator is nervous. Cameron learnt to do different things partly out of necessity; but it also led him to make films with BIG-ASS budgets because he knows what he’s doing. You don’t have to be an expert in cinematography, VFX, sound, and all that… but it certainly doesn’t hurt.

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Long live the movies!

D.L. Holmes

It’s hard to believe, but this moment happened twenty years ago on this day! If Pan’s Labyrinth was a human, it’d be an adult today!1 Which makes it an appropriate time to dive back in time and see how del Toro made his darkly beautiful fairytale, and what other artists and creatives can learn from it to apply in their own lives and processes.

Let the story guide you, not the other way around

The earliest versions of Pan’s Labyrinth wasn’t about the child Ofelia. It was going to be about a pregnant woman who arrives at a mansion in Spain, where her husband is restoring the house for the owner; falls in love with a faun in a labyrinth; then sacrifices her newborn child at the request of the faun, to open the gate to the magical world and allow her to pass through and be with him.

“And she made that leap of faith,” said del Toro. “It was a shocking tale.”

No shit! But it wasn’t long before del Toro realized that magic would be more interesting to talk about through the eyes of a young girl, like Alice who finds herself in Wonderland.

Also, the idea of a woman falling in love with a mythical creature would wind up as the plot of del Toro’s Best Picture-winner The Shape of Water.

Read, read, and read— read some more, then keep on reading.

Del Toro is a voracious reader, to put it mildly.

The man has somehow read everything, from literary classics to pulpy fiction; from comics to non-fiction; and everything in between. For Pan’s Labyrinth in particular, he says:

We are doing homages to Lewis Carroll, to The Wizard of Oz, to Hans Christian Andersen with The Little Matchstick Girl, to Oscar Wilde, and very specifically to David Copperfield and Charles Dickens.

Other books that deeply influenced the film were fairy tales; analytical books like Edwin Sidney Hartland’s The Science of Fairy Tales; the stories of early twentieth century British fabulists Algernon Blackwood and Arthur Machen; and Argentinian author Jorge Luis Borges, particularly two stories: ‘The Book of Sand’ and ‘The Garden of Forking Paths’— ‘Sand’ is about a literally infinite text that seemingly grows new pages every time the narrator tries to turn back to the beginning or ending; ‘Garden’ is about another infinite book that shows the results of every possible decision by its characters that is really a labyrinth.

But del Toro does not stop at just the literary references, obviously. No, he goes further than that.

Take influences from everywhere

For one, he was drawn to the idea of savage pagan mythologies lying underneath the surface of the modern world2. He also discovered that a huge Celtic footprint existed in northern Spain, which interested him in making a period piece set there.

Cinema plays a HUGE influence on del Toro’s films— naturally. In this instance, the gamut runs wild: from Neil Jordan’s The Company of Wolves to Jim Henson’s Labyrinth; to Disney’s animated 1951 version of Alice in Wonderland, where the party dress of the main character Ofelia (the one that gets ruined by mud) is inspired by the one Alice wears, but in green. Even Ofelia’s name echoes both the doomed love interest in Hamlet, and Roald Dahl’s daughter Olivia who died at the age of 7— the British author was a major influence on del Toro for his ability to blend fantasy with a blackly comic tone.

Other film influences include surrealist Luis Buñuel, especially in the depiction of wealthy guests and the local priest dining with fascists while peasants starve; as well as Victor Erice’s The Spirit of the Beehive, about a six-year-old girl in 1940 whose life is transformed after watching James Whale’s Frankenstein, and who secretly helps a Republican deserter hiding in a remote sheep-shed by providing him with food and clothing.

The influence doesn’t stop at films. Religion is a key theme in Pan’s Labyrinth. Accordingly, the Pale Man creature—who inserts his eyeballs into stigmata-like slits in his hands to see— is modeled after his memories of the statues of Saint Lucia, who is portrayed with her eyeballs on a dish and her eye sockets empty and bleeding from where they’d been gouged out. To del Tor, the Pale Man represented both fascism and “the Church eating the children when they have a perversely abundant banquet in front of them. There is almost a hunger to eat innocence. A hunger to eat purity.”

Art also influenced the story. For instance, the Pale Man mirrors Goya’s painting ‘Saturn Devouring His Son’, which also came to embody the idea that Spain was “consuming itself in the Civil War”.

As artists and creators, the broader your scope of influences, the more original and striking images you will be able to create.

Make eye protein, not eye candy

When a film looks visually good but the story is thin, we dismiss it as “style over substance”. If it looks good, but doesn’t do anything to advance the story, we call it “eye candy.”

Then there is del Toro, who believes in beautiful visuals that tell a story, or “eye protein”. He describes it simply:

Eye protein is beautiful and technically complex, but it tells the story. A Hitchcock complex camera move is eye protein. Alfonso Cuarón’s Gravity is eye protein—an incredibly complex, technical exercise, but essentially the form is the story.

For Pan’s Labyrinth, eye protein meant, for instance, in designing links between the fantasy world and “the idea of returning to the womb”. Del Toro wanted the film to look like a classic fairy tale while actually deconstructing it. He says:

It is ciphering the fable audio-visually as much as it’s doing it through the screenplay, which is only one layer of the storytelling.

He continues:

The appearance of a movie can be ciphered with more complexity through image and design. Audio-visually, film can be either more insidious or deeper than the genre it belongs to. You can make a profound movie while making a very entertaining movie. (emphasis mine)

Write your ideas down in a notebook— and don’t lose it!

Del Toro first started taking notes at the insistence of his mentor, Jaime Humberto Hermosillo. The young del Toro would initially dictate his notes into a tape recorder, but after he lost the device— and the notes with it— he switched to recording in notebooks.

He starts with sketches and drawings, then adds words around it. The notes can include “8 to 10 pages of biography on each character, including what they eat, drink, listen to, watch, like and dislike”. Because he draws faster than he writes, the images and text on one page could relate to different projects. Del Toro explains:

I might be five pages ahead of the writing with the drawing. So I write around the drawings, which means the images and text connect only tangentially.

I find this to be the most useful advice about maintaining a notebook of ideas because I was always afraid that jumbling different ideas in one book was bad. But in fact, del Toro believes that keeping notes for multiple projects in the same notebook helps ideas to “feed off one another”.

The notebooks are critical to Del Toro’s process: he’ll consult them when he’s low on inspiration; when he prepares to make a movie; and before a movie goes into production. It’s his second brain, really.

But in 2004, del Toro accidentally left his notebook in the back of a London cab. He wept because it contained the blueprint for the world and philosophy of Pan’s Labyrinth. However, the cab driver was resourceful and found a way to get the notebook back to del Toro. The filmmaker was convinced that the universe had sent him a sign: he had to make Pan’s Labyrinth. He even pasted his receipt from the taxi ride as well as the police report he had filed into the notebook to commemorate this moment.

Be prepared to turn down offers that distract you from the project you need to make

The temporary loss of his notebook happened at a critical moment in del Toro’s life.

The success of Blade II and Hellboy brought Hollywood to his doorstep with big-ticket offers. Marvel Studios offered him a buffet of choices to pick from— Fantastic Four, X-Men 3, or Thor3. Disney offered him The Chronicles of Narnia: The Lion, The Witch, and The Wardrobe. There had even been overtures from Warner Bros. about letting him direct an installment of Harry Potter, which is fitting since:

a) Del Toro’s friend Alfonso Cuarón had directed the third film, The Prisoner of Azkaban;

b) Cuarón only accepted the job because an irate del Toro forced him to go read the books instead of turning down the offer;

c) Del Toro loves magic and fantasy; he’d have been a good fit for the Potter franchise4.

And since financing hadn’t materialized yet for the risky Pan’s Labyrinth, he was flirting with the notion of making a big blockbuster and then returning to his smaller project.

But when his notebook was returned to him, del Toro was convinced that he had to make Pan’s Labyrinth, forcing him to turn down all the Hollywood offers5.

The universe is trying to signal us and tell us what is in our best interests. It’s our job as artists to pay attention and listen. Ignore at your own peril.

When designing sets, let each set make one statement

Del Toro is known for his fabulously designed sets that have won Oscars for production design. His sets aren’t great simply because they’re beautiful to look at: del Toro makes sure that the set is very much a part of the visual story, and therefore, each set has to make one statement. He explains:

If you go to the pit and the Faun in Pan’s Labyrinth, the whole statement of that set is the circular pit with one monolith in the center. If you go to the Pale Man, the statement is the chimney and the table. Sometimes the point of a set is complexity, but each set has to have a hero angle and make the statement quickly. You know what that set is about. The office of the Captain in Pan’s Labyrinth is about the gears behind him; he’s trapped in the watch. What’s the point of the central patio in The Devil’s Backbone? The bomb. What’s the point in Hellboy’s room? Cats and TVs. A set needs to be readable quickly and make one storytelling point.

Believe in your vision – because almost certainly nobody else might

When you’re in the trenches and in the thick of it, it can be hard to believe that you are creating movie magic.

As the director, it is your job to rally the crew and lead them to your vision. You have to believe in your vision even when— and especially when— it feels like the end of the world and everything being shot is an utter disaster.

If you don’t believe in the film, then why should they?

Since Pan’s Labyrinth was independently financed and not a studio production, that meant a small budget of $14 million; naturally, every cent was stretched to the max in trying to accommodate del Toro’s vision and ambitions, meaning it wasn’t enough. Del Toro put his fee back into the budget, but it was only a small relief. As a co-producer, he was constantly anxiously, slept three hours a night, and lost weight.

To save money, he hired untested department heads and fledgling effects companies in the hopes that they would be as hungry and ambitious as he was in the beginning. That brought its own troubles, where everything had to be built from scratch—sets, wardrobe, props, and furniture. Del Toro insisted on the details.

As if that wasn’t bad enough, drought conditions in the Guadarrama Mountains meant restrictions on gunfire and explosions where they were filming to avoid the risk of fire. So they had to install a complex irrigation system to get the grass to grow. The Spanish financiers almost shut down production because they thought del Toro was going out of control.

“And most of the crew thought we were making a strange silly movie,” del Toro said.

When close to finishing a film, show it to a close friend/supporter to ask for advice

“[Del Toro] always said that when somebody was finishing a film, it was like a baby being born,” said James Cameron. “You’re going through labour and everyone gathers to support.”

The Titanic director, who is close friends with Del Toro, was among the first to see an early cut of Pan’s Labyrinth. This was part of a ritual that del Toro had brought from Mexico and established where if either he or Cameron (or his other collaborators) were close to finishing and delivering the film, they’d invite the other to watch it and get feedback.

It creates a culture of support and helps to learn what’s working in the film— and what isn’t.

As for Cameron, his reaction to watching Pan’s Labyrinth was seeing a new maturity in his friend in the context of his career, saying: “It felt like something he had been building toward.”

After its sensational Cannes premiere, Pan’s Labyrinth went on to become a worldwide sensation, and grossing $84 million; it became the most successful Spanish language film ever released in America.

Although del Toro would lose the the Palme d’Or to Ken Loach’s The Wind That Shakes The Barley, as well as the Oscar for Best Foreign Language Film to The Lives of Others at the 79th Academy Awards6, Pan’s Labyrinth frequently pops up on several ‘Best Of’ lists. Many cite the film as del Toro’s magnum opus and indeed, it does feel as such.

Moreover, Pan’s Labyrinth sealed the man’s reputation as a bona fide filmmaker capable of directing fare that is both entertaining (like Blade II and Hellboy) or profound (Pan’s Labyrinth, The Devil’s Backbone) or both (Pacific Rim, Frankenstein, Pinocchio) while making them all look good. We are lucky to have Guillermo del Toro; his efforts and approach to creating movies can inspire us all.

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Long live the movies!

D.L. Holmes

Curating this list was torture. I had to leave out several favorites simply because they were made by the filmmaker, and even after that, I had to make some reluctant cuts to fit it in a list of hundred1.

Unintentionally, I also discovered gaping holes in my cinematic education— I’ve yet to watch the works of distinguished directors such as:

Erich von Stroheim. Josef von Sternberg. Béla Tarr. Jacques Demy. Alain Resnais. Bernardo Bertolucci. Edward Yang. Jacques Rivette. Alice Guy-Blaché. Douglas Sirk. D.W. Griffith2. King Vidor. Roberto Rossellini. Sergei Eisenstein. Chantal Akerman. Bob Fosse. Apichatpong Weerasethakul…

… and many more.

So in a way, I’ve found something to work on in improving my film education.

That’s why lists are self-defeating. There’s too many wonderful films to include and never enough space to put them all into one list.

What are your favorite films and your favorite directors? If you have any films not included here, please share them in the comments.

1. The General – Keaton, 1926.

2. City Lights – Chaplin, 1931.

3. M – Lang, 1931.

4. His Girl Friday – Hawks, 1940.

5. Citizen Kane – Welles, 1941.

6. The Lady Eve – Sturges, 1941.

7. To Be Or Not To Be – Lubitsch, 1942.

8. Casablanca – Curtiz, 1942.

9. The Red Shoes – Powell and Pressburger, 1948.

10. Bicycle Thieves – Sica, 1948.

11. The Third Man – Reed, 1949.

12. The Earrings of Madame De… – Ophuls, 1953.

13. Tokyo Story – Ozu, 1953.

14. Seven Samurai – Kurosawa, 1954.

15. Rear Window – Hitchcock, 1954.

16. Sansho the Bailiff – Mizoguchi, 1954.

17. The Searchers – Ford, 1956.

18. Jules et Jim – Truffaut, 1959.

19. The World of Apu – Ray, 1959.

20. The Apartment – Wilder, 1960.

21. La Dolce Vita – Fellini, 1961.

22. Lawrence of Arabia – Lean, 1962.

23. The Leopard – Visconti, 1963.

24. The Haunting – Wise, 1963.

25. A Shot In The Dark – Edwards, 1964.

26. Le Samouraï – Melville, 1967.

27. Two for the Road – Donan, 1967.

28. Nashville – Altman, 1971.

29. The Godfather – Coppola, 1972.

30. The Discreet Charm of the Bourgeoisie – Bunuel, 1972.

31. Aguirre The Wrath of God – Herzog, 1972.

32. Young Frankenstein – Brooks, 1974.

33. Chinatown – Polanski, 1974.

34. Barry Lyndon – Kubrick, 1975.

35. Network – Lumet, 1976.

36. One Sings, The Other Doesn’t – Varda, 1977.

37. Star Wars: A New Hope – Lucas, 1977.

38. Annie Hall – Allen, 1977.

39. Dawn of the Dead – Romero, 1978.

40. Halloween – Carpenter, 1978.

41. Alien – Scott, 1979.

42. Fanny and Alexander – Bergman, 1982.

43. The Karate Kid – Avildsen, 1984.

44. Once Upon a Time in America – Leone, 1984.

45. Paris, Texas – Wenders, 1984.

46. Broadcast News – Brooks, 1987.

47. The Princess Bride – Reiner, 1987.

48. Do The Right Thing – Lee, 1989.

49. Goodfellas – Scorsese, 1990.

50. Only Yesterday – Takahata, 1991.

51. The Silence of the Lambs – Demme, 1991.

52. Groundhog Day – Ramis, 1993.

53. Schindler’s List – Spielberg, 1993.

54. Three Colors: Red – Kieślowski, 1994.

55. Pulp Fiction – Tarantino, 1994.

56. Strange Days – Bigelow, 1995.

57. Secrets and Lies – Leigh, 1996.

58. Fargo – The Coens, 1996.

59. Scream – Craven, 1996.

60. Princess Mononoke – Miyazaki, 1997.

61. Titanic – Cameron, 1997.

62. Boogie Nights – (P.T.) Anderson, 1997.

63. Flowers of Shanghai – Hsiao-hsien, 1998.

64. The Truman Show – Weir, 1998.

65. The Lord of the Rings: The Fellowship of the Ring – Jackson, 2001.

66. City of God – Meirelles and Lund, 2002.

67. Adaptation. – Jonze, 2002.

68. Sideways – Payne, 2004.

69. Eternal Sunshine of the Spotless Mind – Gondry, 2004.

70. Brokeback Mountain – Lee, 2005.

71. Children of Men – Cuarón, 2006.

72. Pan’s Labyrinth – del Toro, 2006.

73. Casino Royale – Campbell, 2006.

74. Ratatouille – Bird, 2007.

75. 4 Months, 3 Weeks and 2 Days – Mungiu, 2007.

76. Hot Fuzz – Wright, 2007.

77. Juno – Reitman, 2007.

78. The Dark Knight – Nolan, 2008.

79. In Bruges – McDonagh, 2008.

80. The Social Network – Fincher, 2010.

81. A Separation – Farhadi, 2011.

82. Whiplash – Chazelle, 2014.

83. Before Midnight – Linklater, 2014.

84. The Grand Budapest Hotel – (Wes) Anderson, 2014.

85. Mad Max: Fury Road – Miller, 2015.

86. Creed – Coogler, 2015.

87. Moonlight – Jenkins, 2016.

88. Manchester By The Sea – Lonergan, 2016.

89. The Handmaiden – Chan-wook, 2016.

90. Get Out – Peele, 2017.

91. Annihilation – Garland, 2018.

92. Hereditary – Aster, 2018.

93. Mission Impossible: Fallout – McQuarrie, 2018.

94. Shoplifters – Kore-eda, 2018.

95. The Favorite – Lanthimos, 2018.

96. Parasite – Joon-ho, 2019.

97. Portrait of a Lady on Fire – Sciamma, 2019.

98. Little Women – Gerwig, 2019.

99. First Cow – Reichardt, 2020.

100. Aftersun – Wells, 2022.

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Long live the movies!

D.L. Holmes

Spider-Man is to Marvel what Mickey Mouse is to Walt Disney: it is the face of the brand. The web-slinging superhero first appeared in the pages of Amazing Fantasy #15 in August 1962 before he got his own series, The Amazing Spider-Man. Spider-Man wasn’t Marvel’s first superhero under Stan Lee’s editorial purview, but it was an instant hit.

Maybe it was because Spider-Man was a teenage superhero when teenagers in superhero stories were sidelined as side-kicks (see Robin in Batman, Bucky Barnes in Captain America). Or, as comic book writer-editor and historian Paul Kupperberg says in The Creation of Spider-Man, maybe it was because Spider-Man was a “nerdy high school student” outside the costume. Kind of like how Superman was bumbling clumsy Clark Kent when he wasn’t suiting up.

Or perhaps it was that Spider-Man had everyday problems: rent, sick aunt, unsteady employment, bad luck with women. He’s also flawed— have you read the early comics? Peter Parker is one angry teenager; if he was created today, he’d be an incel. I’d even argue that if not for Uncle Ben’s death, dude could have easily gone down the villain road.

In other words: Spider-Man felt real. Spider-Man was relatable. Just an ordinary guy given extraordinary powers who, after inadvertently causing the death of his beloved uncle, spends his entire life trying to atone for that mistake by ensuring nothing like that ever happened again.

Spider-Man was Marvel’s A-list character. He’s been successful across mediums (and merchandise), and has featured in plenty of cartoons, children’s books, games, and films.

But here’s the kicker: it was always another company that benefited from it.

Especially the live-action films. Sony got the rewards, and Marvel got, in comparison, a pittance.

When Marvel Studios proved that it could produce its own movies better than anyone, they made active efforts to get all their characters under one roof— right down to Disney buying 20th Century Fox, which allowed Marvel to get back the film rights to Fantastic Four, X-Men, and Daredevil.

But the one character that they didn’t have was Spider-Man.

Marvel Studios badly wanted Spider-Man. But no way was Sony giving up its cash cow, even in the face of diminishing returns.

And yet… by 2016, Marvel and Sony came to an agreement to let Spider-Man appear in the Marvel Cinematic Universe.

The question is: how?

The story of Spider-Man’s film rights is a long and tangled, uh, web, but I promise to try and make it as understandable as possible.

The success of Superman (1978) created interest in Hollywood about making a Spider-Man movie. In 1985, The Cannon Group—a B-movie company that was now being run by two Israeli cousins, Menahem Golan and Yoram Globus— optioned the rights for a reported $225,0001. But endless rewrites and treatments indicated that Cannon did not grasp the appeal of the character, delaying the development of a film.

Mercifully— for Spider-Man at least— Cannon went bankrupt. The company was sold to Italian financier Giancarlo Parretti, who renamed it Pathé Communications in anticipation of buying French studio Pathé. When the French government blocked Parretti, he went and bought Metro-Goldwyn-Mayer (MGM) instead in 1990. This was disastrous for everyone— the James Bond franchise was put on ice, which is why it got rebooted with 1995’s GoldenEye once Parretti was ousted from MGM in 1991.

That Bond reference wasn’t random. It played a key role in Sony getting Spider-Man, which I’ll get to in a moment.

One of the Cannon guys, Golan—who formed 21st Century Film Corporation in the demise of Cannon— had split the option rights they had among different companies.

• Viacom got the Spider-Man TV rights;

• Columbia Pictures got the home-video rights;

• Carolco Pictures— the company behind Rambo II and Terminator 2: Judgment Day— got the theatrical rights.

The only reason Carolco got the rights was because James Cameron wanted to make a Spider-Man movie. He wrote a treatment that was widely admired (and is available online, though your mileage of admiration might vary) and even drew concept art for the film.

A James Cameron Spider-Man movie. Imagine that.

Then came the lawsuits.

In 1993, Golan sued to overturn his deal with Carolco. Then Carolco sued both Viacom and Columbia separately to acquire the Spider-Man TV and video rights. Then MGM sued—and named Golan, Viacom, and even Marvel Comics—alleging fraud in the original deal made with Cannon.

During this time, Cameron tried to convince Fox Studio to buy the rights, but the studio balked because it didn’t want to get tangled up (pun) in the legal shenanigans. Cameron lost interest in the film and moved on to his next film, a little boat picture called Titanic.

Between 1995 and 1996, Carolco Pictures, 21st Century, and Marvel all filed for bankruptcy.

In 1998, after lengthy and protracted fights behind boardroom doors, Marvel emerged from bankruptcy. Wobbly but still alive. And the courts determined that the rights it had sold to Golan in 1985 had expired. Great. Marvel settled with both MGM and Viacom…

… and then in 1999, it sold the Spider-Man film rights to Sony Pictures for about $7 million.

Under the terms of the agreement, they would form a Sony/Marvel joint venture to handle merchandising from prospective films; meanwhile, Sony owned the film rights to Spider-Man and 900 Spider-Man-related Marvel Comics characters, on the condition that it release a new Spider-Man film every five years and nine months after the release of the last film.

This is a very important point in why we got so many Spider-Man movies in a very short space of time.

Meanwhile, Sony and MGM had their own settlement. Sony Pictures paid MGM $5 million for the latter’s rights to Spider-Man; in exchange, they gave the rights to the 1967 James Bond spoof Casino Royale— which was produced at Columbia Pictures, now a Sony unit. Columbia, in turn, would get all international rights to the James Bond films2.

Yeah, so Sony Pictures was going to produce new James Bond movies, but they dropped plans those plans so that they could make Spider-Man.

Well, you know how it worked out. In 2002, we got Tobey Maguire as the titular hero in Sam Raimi’s Spider-Man and it made a lot of money… for Sony.

This was the time when a guy named David Maisel approached Marvel with an idea: hey, wouldn’t it be great if Marvel could make its own movies?

It’s a whole story, but you can read it in the article below.

Two things happened towards the end of the 2000s.

In 2007, Spider-Man 3 became the highest-grossing Spider-Man film ever made at the time. It was also the most expensive of the three— production costs were growing, and so were the salaries of director Sam Raimi and the film’s stars Tobey Maguire and Kirsten Dunst. It was also, for many, the worst-received film of the trilogy.

In 2008, Marvel Studios released Iron Man and proved that they could make movies about their characters better than other studios.

Meanwhile, Sony Pictures and Avi Arad (founder and former CEO of Marvel Studios) were putting a package together for another Spider-Man movie. Spider-Man 4 would introduce Felicia Hardy, the anti-hero known as Black Cat; the Vulture would be the villain. Anne Hathaway and John Malkovich were slated to play Black Cat and Vulture respectively; and Angelina Jolie was briefly attached to play the Vulture’s daughter, Vulturess, who donned the wings after Spider-Man kicked her father off a building and out of the story.

But Raimi backed out. Stressed out by the pressures of outdoing himself and delivering a profitable film with a nearly-$400 million budget, and underwhelmed by the script drafts, he made a late-night phone call to Amy Pascal, the head of the Sony Pictures film division in January 2010. He told her:

“I don’t want to make a movie that is less than great, so I think we shouldn’t make this picture. Go ahead with your reboot, which you’ve been planning anyway.”

So yeah, Sony Pictures had been planning all along to reboot the franchise with a new cast and director in order to lower the costs.

Days after the call, Sony stunned fans by announcing that Spider-Man 4 was officially cancelled, but the series would be rebooted with a new cast.3

That royally pissed off Marvel CEO Ike Perlmutter.

See, Perlmutter was already annoyed that the film rights to Spider-Man had been sold to Sony for less than what he thought it was worth, at a time when the company was in a vulnerable place. Over the years, he’d routinely call high-ranking Sony Pictures executives—including Amy Pascal and CEO Michael Lynton—over a minor point or perceived slight. When the first Spider-Man made millions, Marvel sued Sony over the merchandising deal— which stipulated that Marvel would get a “lump payment for any Spider-Man film plus just 5 percent of the profits”. Sony had the rights to sell toy merchandise based on the movie while Marvel had the rights to “classic” Spider-Man product, but there was some profit-sharing on both sides.

Sony counter-sued, but the 2002 suit was eventually settled— the distinction between ‘film’ and ‘classic’ toys was eliminated; Sony would give up some of its merchandising rights, while Marvel would control all Spider-Man merchandise from that point forward. Sony, though, would get 25% of Marvel’s merchandise profit from any sales connected to the aftermath of any Spider-Man movie.

But as Marvel Studios began to grow into its own, it was missing its crown jewel: Spider-Man. And had Sony opted not to reboot the series, Marvel would get the film rights back.

Remember the stipulation that Sony had to get a Spider-Man film into theaters within five years and nine months, or else Marvel got the rights back?

Sam Raimi could stop making Spider-Man movies.

Amy Pascal would’ve liked to have waited a while before making another Spider-Man movie, to avoid franchise fatigue.

But if Sony waited too long, they’d lose the film rights and Marvel would get back the rights.

The only way for Sony not to lose the rights was to keep making Spider-Man movies.

So Sony made another Spider-Man movie to retain the rights, depriving Marvel of getting back the rights.

And Perlmutter was furious.

To placate him, Sony amended their deal with Marvel in 2011: they sold their 25% share of merchandise profit for $175 million; and each time Sony made a Spider-Man feature film, Marvel would pay Sony $35 million.

It worked. The movies sold so much merchandise that Marvel could literally afford to help their rival.

The Amazing Spider-Man came out in 2012, directed by Marc Webb, whose only feature credit was the indie (500) Days of Summer. It gave Andrew Garfield and Emma Stone their first leading roles in a feature4, from a script by James Vanderbilt—with contributions by Alvin Sargent and Steve Kloves5— that retold the origin story, but this time with Spider-Man facing off against the Lizard. A subplot about Peter Parker’s parents having arranged for him to have “special” blood—meaning that no other teenager bitten by a radioactive spider would’ve gotten powers, was scrapped. But it only made $758 million worldwide.

Good money, but it was the lowest-grossing Spider-Man film yet. Pascal was trying to develop releases based on brand-name intellectual property rather than A-list film stars, but it wasn’t promising thus far. As recounted in MCU: The Reign of Marvel Studios:

That same year [2012], the studio’s Men in Black 3 grossed $624 million worldwide, but contractually, $90 million of that money had to be redistributed to star Will Smith and producer Steven Spielberg. Sony also released the James Bond movie Skyfall, which grossed $1.1 billion worldwide, but the studio earned just $57 million from the release. (MGM still owned the Bond franchise, but when MGM came out of bankruptcy in 2010, Sony had cut a deal in which the larger studio would shoulder 50 percent of the production costs of Bond movies and get 25 percent of the profit back.) “Even though we were #1 at the box office,” Pascal wrote about 2012, “it was a shitty year.”

Pascal was trying to develop releases based on brand-name intellectual property rather than A-list film stars, but it wasn’t promising thus far. And this was when Sony realized that, with access to the entire litany of secondary Spider-Man characters, they could do spinoffs of villains like Kraven the Hunter and Venom, before uniting them in a Sinister Six movie. Pascal also considered moves about the female supporting characters such as Black Cat, Silver Sable, Silk, and Madame Web. There was also a possibility of an Aunt May spinoff, which sounds as ridiculous as typing out this sentence.

For the record: it boggles my mind that with access to all the Spider-Man characters, Sony has been unable to turn the spinoffs into moneymaking movies.

But anyway, here comes The Amazing Spider-Man 2 in 2014. It followed Sony’s mandate to include as many supervillains possible— seeming to forget that such a move did NOT work well with Spider-Man 3.

Surprise! Amazing Spider-Man 2 made even less money than its predecessor!

This is where it gets interesting.

See, all the Spider-Man movies were a co-production with Marvel Studios. And while president and producer Kevin Feige was not directly involved, Pascal would often reach out for his feedback.

On Amazing Spider-Man 2, Feige expressed his concerns in notes about Andrew Garfield’s performance as “emotionally inconsistent”6, and was especially critical about the revival of the ‘special blood’ plotline, which for some reason had been revived:

We’re distracted by the idea that Peter became Spider-Man b/c of his father’s blood—all this special back story with his super-scientist dad fights with the idea that Peter is normal kid from Queens who becomes the greatest super-hero in the world…7

Pascal was also aware that the film was not good. Two months before Amazing Spider-Man 2 came out, Pascal emailed Doug Belgrad, president of Sony Pictures, citing problems with the picture:

Uneven, schizo tone… weird, disjointed, no one single great set piece because action is just big and not storytelling8, not funny… if I’m really honest, wrong director and wrong casting.9

Her conclusion: “We will almost get away with it and we can never go back.”

Back at Marvel, sentiment was equally bleak. Alan Fine of Marvel Entertainment (and the then-still-active Creative Committee) emailed Feige after reading The Amazing Spider-Man 2 screenplay: “This story is way too dark, way too depressing. I wanted to burn the draft after I read it.”

Feige was equally dismayed by the lack of continuity between the Raimi films and the Webb films:

In a million years I would not advocate rebooting the Iron Man MCU. To me it’s James Bond and we can keep telling new stories for decades even with different actors.10

But the underwhelming performance of The Amazing Spider-Man 2 also opened an opportunity for Marvel. If Sony wasn’t going to abandon its claim to Spider-Man… what if they collaborated instead?

Actually, this wasn’t the first time such a possibility was floated. An unused version of the post-credits scene in Iron Man actually has Nick Fury (Samuel L. Jackson) citing Bruce Banner, Spider-Man, and the X-Men, confirming everything was happening in the same world.

But a deal couldn’t be made in time with the other studios to go ahead with this.

Then, when The Amazing Spider-Man was being made, there were discussions to include the Oscorp Tower in the Manhattan skyline of The Avengers as an Easter Egg, making Andrew Garfield’s Spider-Man officially MCU canon even without an official appearance from the web-slinger. But the digital skyline of the Avengers had already been rendered by the time the Oscorp Tower model was completed.

Just think: We could’ve gotten a version of Civil War in which Andrew Garfield and Robert Downey Jr. could’ve been on the same screen.

But anyway, back to 2014…

A plan was put in place. Perlmutter would make overtures to his counterpart, Lynton; Feige would do the same for Pascal.

A top-secret summit was convened at a hotel in Santa Monica. Feige met with Marvel’s creative producers to answer two questions:

• What could a deal with Sony to share Spider-Man look like?

• If Marvel Studios had control of Spider-Man, what stories would it want to tell?

Soon after, Feige visited Pascal on the Sony lot for lunch. Over gourmet sandwiches, Pascal talked about their plans for The Amazing Spider-Man 3, and thought Feige was there to give notes.

Instead, Feige pitched his idea:

The only way I know how to do anything is to just do it entirely. So why don’t you let us do it. Don’t think of it as two studios. And don’t think of it as giving another studio back the rights. No change of hands of rights. No change of hands of money. Just engage us to produce it. Just pretend it’s like what DC did with Christopher Nolan. I’m not saying we’re Nolan, but I am saying there is a production company that is doing this pretty well. Just engage the services of that production company to make the movie.

Pascal threw her sandwich at him and said, “Get the fuck out of here.”

Sony CEO Michael Lynton was more receptive to Perlmutter. As Michael De Luca11, then a Sony executive, said,

Michael [Lynton] had no ego about who creatively oversees Spider-Man. He felt this is a giant asset for the studio, so let’s get the best movie made. I think Amy felt personally guilty the fans didn’t love the last Andrew Garfield movie and felt she owed Peter Parker a better outing. She wanted to deliver that outing.

But Perlmutter pressed too hard. If Marvel produced the next Spider-Man movie, he insisted on 50% of the profits, but only willing to offer 5% share of any MCU movie where the character made a guest appearance (such as the Avengers movies).

Sony rejected the offer. Back to square one.

Then North Korean hackers broke into Sony Pictures’ security system and leaked a bunch of internal documents and emails in November 2014.

This was in retaliation for Sony releasing The Interview, a middling Seth Rogen comedy about a journalist recruited by the CIA to kill the North Korean Supreme Leader, Kim Jong-un.

And in these emails, Spider-Man fans learnt that Marvel Studios had made overtures to Sony… who turned them down.

They were not thrilled.

At the time, Pascal had switched the announced 2016 date for The Amazing Spider-Man 3 and the 2018 date for The Sinister Six, hoping to build some buzz. Drew Goddard was hired to write and direct the spin-off, which— according to sources— would have taken Spider-Man and the villains to the Savage Land12, where Spider-Man would ride a T-rex.13

But even before the hack, once she’d cooled down, Pascal was actually thinking about Feige’s proposal. When she realized fans online were clamoring to see Spider-Man alongside the Avengers, she sensed that having the web-slinger in a MCU movie was a better bet than The Sinister Six.

And Pascal respected Feige. She remembered him from her days during the making of the Sam Raimi movies, when he’d show up to all the meetings, get everyone’s coffee, and stay silent.

“Which makes you love somebody,” she said, “[because] when they do open their mouth, you realize that they’ve been thinking all these big thoughts and are really smart, but never had to hear themselves talk.”

Pascal invited Feige over to her house for dinner— refraining from throwing food this time—and discussed what a new Spider-Man franchise could look like under a dual stewardship. They both agreed that if Peter Parker was a teenager again, the films should focus on the adolescent drama, something like a John Hughes high school movie by way of Marvel.

If Spider-Man debuted in Marvel’s upcoming Captain America movie, Feige suggested, his suit could be made by Tony Stark.

In January 2015, a lunch was convened at Perlmutter’s condo in Palm Beach, Florida. Perlmutter, Feige, Lynton, and Pascal discussed the terms. This time, a deal came together quickly.

• Marvel would cast a new Spider-Man to debut in Captain America: Civil War in 2016 who’d then appear in his solo movie in 2017.

• The 2017 movie would be produced by Marvel Studios, but paid for and released by Sony Pictures.

• The question of splitting profits was sidestepped: each studio would finance its own movies and keep all the profits.14

• The current Spider-Man producers—notably Avi Arad—would not be involved with this new version of Spider-Man, but they could develop properties for Sony based on the Spider-Man IP.

For Pascal, the deal came at the right time. The 2014 hack had been too embarrassing for Sony and too many of Pascal’s personal messages had been made public. Less than a week after the meeting at Palm Beach, Pascal was fired as the Sony head of studio, but not before arranging to co-produce the new Spider-Man movies with Feige as part of her exit strategy.

And Feige graciously shared the title of lead producer with her, the first time that he’d shared it with anyone since the first Iron Man and The Incredible Hulk. It was a sign of his respect for Pascal and an acknowledgement of her contributions. As for Pascal, she her own production company, Pascal Pictures, to produce movies without needing to be the head of the studio. Since her departure, she’s done well— apart from Spider-Man, she’s also produced films like Molly’s Game, Little Women, Project Hail Mary, and the upcoming Narnia: The Magician’s Nephew; and in March 2025, it was announced that she would oversee the Bond film franchise alongside Harry Potter’s David Heyman.

Meanwhile over at Marvel Studios, Civil War writers Christopher Markus and Stephen McFeely had written two drafts for the third Captain America movie—one with Spider-Man, one without him. When the deal was officially a go, they got to work on the Spider-Man draft. Tom Holland was cast, and Marvel added a slot on its Phase Three roster for a Spider-Man solo movie, later titled Spider-Man: Homecoming— a sly nod to the character’s return to Marvel. Jon Watts was hired as director, and he was instructed to make this Spider-Man feel as much as possible like a John Hughes movie.

Writers John Francis Daley (Freaks and Geeks) and Jonathan Goldstein were hired to write a draft of the script15. Said Goldstein:

We wanted to depart from some of what was in the comic books. We definitely didn’t want to rehash the death of Uncle Ben. We felt like the origin story had been told so many times that either you knew it or you didn’t, and if you didn’t, you figure it out pretty quickly. When you start your movie with a death in the family, then you spend a lot of the movie sort of dealing with that emotionally and recovering from it, and it’s just not a ton of fun, obviously.16

A big difference about this Spider-Man is that he grew up in a world of superheroes. Another big change was that he was twice pitted against villains who had a grudge with Tony Stark, instead of evil scientists tied to Osborn or Parker’s family. It’s not a change I enjoyed— I think Tom Holland is a good choice for Spider-Man but the scripts he’s been given seem to miss the appeal of the comic book character. Yet again, however, I am in the minority because Spider-Man: Homecoming grossed $880 million worldwide when it opened in July 2017; and made even more in the two sequels, Far From Home and No Way Home, the latter roping in the villains and Spider-Men from the Raimi and Webb movies into the same movie. And don’t forget his appearances in Avengers: Infinity War and Avengers: Endgame!

The alliance between Marvel and Sony was both unusual and fragile. Pascal recognized the opportunities that having Peter Parker in the MCU afforded them.

“This is something that we would never [have] been able to do in any other way,” she said. “It was a very selfless thing that was very smart on the part of all the companies.”

But it almost got completely derailed when Disney tried to get a bigger slice of the money, offering to co-finance the films with Sony in exchange for half the profits. Sony and Marvel Studios parted ways briefly until Bob Iger intervened on behalf of Tom Holland, who was genuinely sad to leave the MCU. On September 26, 2019, the deal was restored, and for now, Spider-Man continues to be a part of the MCU, with a fourth film, Spider-Man: Brand New Day, on the way— something that Tobey Maguire and Andrew Garfield never got.

What, though, happens after this?

The gap between No Way Home and Brand New Day is the second longest gap between Spider-Man (solo) movies. Consider the timelines:

• 2002: Spider-Man

• 2004: Spider-Man 2

• 2007: Spider-Man 3

• 2012: The Amazing Spider-Man

• 2014: The Amazing Spider-Man 2

• 2017: Spider-Man: Homecoming

• 2019: Spider-Man: Far From Home

• 2021: Spider-Man: No Way Home

• 2026: Spider-Man: Brand New Day

The first longest gap between the solo outings was first between Spider-Man 3 and The Amazing Spider-Man— also 5 years. Both instances cut very close to the contractual stipulations between Sony and Marvel. I’m not sure if this clause covers appearances in other Marvel movies or just solo outings; but if we assume the latter, then Sony has to put out another Spider-Man film before the end of 2031— latest. Because no way are they letting Marvel get the film rights.

The question is: Will Holland continue to play the character or will they reboot? And if they reboot, will Spider-Man still appear in the MCU or will the deal end?

Honestly, since the concept of the multiverse has been introduced, why not simply have installments from each iteration? I badly want to see Andrew Garfield get one last outing to wrap up his story.

Or have one Spider-Man in the MCU, and the others in a multiverse non-dependent on the MCU.

Anyone who reads the comics— and I do— knows that while there are opportunities for being in a shared universe, Spider-Man can exist perfectly without the wider connections.

Given that Marvel seems to be wiping the slate clean on all their films with the upcoming Avengers: Doomsday and Avengers: Secret Wars, we’ll probably get a clearer idea of what Spider-Man’s film future holds after Secret Wars releases in December 2027— though not listed in the credits, Holland is rumored to be appearing in at least one of the Avengers films.

It’s really hard to imagine both Marvel and Sony wanting to end the partnership, especially with it benefiting both sides.

The question is whether they can continue to creatively deliver Spider-Man films, or will the Spider-Man films suffer the fate of recent MCU movies and become forgettable or blah.

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Long live the movies!

D.L. Holmes

Even though the company today is light years away from where it started1, the story of how Marvel Studios went from a risky enterprise to a multi-billion dollar company is worth examining, if only to see whether it’s an anomaly or if it offers some kind of blueprint for others to replicate.

Emphasis on “some kind of blueprint”: see, Marvel Studios had the advantage of having four decades of comic book characters— actually older, if you take Captain America, which dates to the 1940s— to adapt instead of starting from scratch.

But that didn’t make their journey any easier. In fact, it was much more difficult because the characters they did have were lesser-known to the public.

Which is, really, almost as good as starting from scratch.

I’m not going to dive into all of the Phase One Marvel movies— in fact, the closest it will get to is the early days of Iron Man. No, this essay is really about one man’s brilliant and unorthodox idea to replicate the comic book model in live-action films; a man who saw Marvel Comics sitting on untapped intellectual property worth billions, and convinced them that he could tap into it for them.

His name is David Maisel.

During his time, David Maisel was the President, Vice Chairman, CEO, and ultimately, Chairman of Marvel Studios. In fact, it was Maisel who arranged the sale of Marvel Studios to Disney, and then walked away just as the former launched into the stratosphere with 2012’s The Avengers.

Few people, though, really, know his name. Everyone knows about Kevin Feige, who has been instrumental in shepherding the company since producing Iron Man, but the truth is that Maisel is the one who built the ship that Feige has been steering all these years.

Without Maisel, there would be no Marvel Studios. Or at least, not the company as we know it.

A quick history lesson: Marvel Studios wasn’t Marvel Comics’ first attempt to get into the movie business.

It had been trying for years, unsuccessfully, but nobody seemed to know how to translate it as a feature film.

Part of it was ignorance— surely the sight of actors prancing around in spandex pretending to shoot laser beams was silly, was it not?— but the other part, really, was that the technology was still not in place to successfully bring characters like Spider-Man or Iron Man to life.

In 1993, Marvel went public and had a significant stake in Isaac ‘Ike’ Perlmutter’s Toy Biz company; the deal was that Perlmutter had an exclusive, royalty-free perpetual license to manufacture toys based on Marvel characters. Meanwhile, another Toy Biz designer named Avi Arad took over the Marvel Film division.

And under Arad’s guidance, Marvel licensed the film rights to its most popular characters. X-Men, Daredevil, and Fantastic Four went to 20th Century Fox; Blade and Iron Man went to New Line Cinema; and, thanks to litigation headaches, Spider-Man wound up at Sony.

Four things happened around the turn of the 21st century:

1. Marvel Comics emerged from bankruptcy and slowly returned to business;

2. In 1998, New Line Cinema had a surprise hit on their hands with a Blade movie;

3. In 2000, Fox scored a box-office hit with X-Men;

4. And in 2002, Spider-Man hit the big time.

Audiences were eating up these films about Marvel characters, both with audiences who grew up on the comics and those, like myself, who were beginning to discover them.

But while the success of these films helped boost consumer product sales for Marvel, which contributed to their wobbly financial health post-bankruptcy, the company only saw a fraction of the money from these success stories:

• 1998 – Blade made $131 million; Marvel earned $25,000

• 2000 – X-Men earned nearly $300 million at the box office; Marvel had negotiated only a flat fee from Fox

• 2002-2004 – Spider-Man and Spider-Man 2 rakes in about $3 billion from box office, DVD, and broadcast sales; Marvel only got $62 million.2

As Avi Arad ruefully noted: “We were giving away the best part of our business.”

Somebody else agreed: David Maisel. He approached Arad: he had an idea that could improve Marvel’s returns and turn the company into a billion-dollar corporation.

David Maisel has led an interesting life. Graduating in business from Duke and Harvard, he wrote to CAA’s Michael Ovitz— after reading a cover story in a 1993 issue of BusinessWeek— and was surprised when Ovitz agreed to meet him. Maisel recalls Ovitz making him wait all day just to have a five-minute meeting; but months later, he got a job as an adviser.

Ovitz took Maisel as his apprentice. He got an inside view into the secret sale he was making of MCA/Universal sale to Seagram, that foreshadowed his eventual sale of Marvel to Disney. When Ovitz left CAA in 1995 to become president of Disney, Maisel followed him, and there he got to meet rising players such as Bob Iger, then ABC’s president and COO.

It was at Disney that Maisel began to understand the power of franchises.

After Ovitz was fired from Disney, the loyal Maisel followed him to the theater-production company Livent. Ovitz made Maisel the company’s president but the latter soon discovered that Livent was riddled with fraud; it filed for bankruptcy months later. Maisel struck out on his own to join an internet company in London; but months later in March 2000, the dot-com bubble burst. So Maisel returned to Hollywood, spending a few years advising Ari Emanuel and Patrick Whitesell at their Endeavor agency.

That was around the time he pitched the idea to Arad and Arad’s deputy Kevin Feige: You guys should make your own movies. Arad arranged Maisel a meeting with Perlmutter; over lunch in Mar-a-Lago, Maisel argued that it made no sense for Marvel to accept 5% gross from other studios when making their own movies meant they kept all the box-office and ancillary revenues from merchandising and DVDs.

And, he added, each movie could be all tied together in one narrative, turning each effectively a quasi-sequel to the last film. Effectively, turning the company into a flywheel.

Maisel, a self-professed comic book fan, had long thought about what could happen if Marvel mixed its characters together in the movies just as had been done in the comics for decades. He was also inspired by George Lucas’s strategy on Star Wars:

“If [Marvel] could do movies similar to the box-office average of the [other studio Marvel films] that had been released or even a haircut to those, significantly, Marvel could be worth in the billions.”

The notoriously tight-fisted and risk-averse Perlmutter clearly saw something in Maisel and his idea, because he soon hired him as Marvel Studio’s chief operating officer and gave him a shot to come up with a plan to persuade him and the board.

It was time to get to work.

Around this same time, a deal that Marvel had struck with Artisan Entertainment fell through when Lionsgate Entertainment bought Artisan. Lionsgate, however, let the rights to the Marvel characters revert to the company. By the end of 2004, Marvel also got back the film rights to Iron Man when attempts at New Line Cinema collapsed.

Had that not happened, Maisel might’ve been left with nothing.

See, Avi Arad’s success with licensing the film rights to other companies had its pluses and minuses. On the plus side, it gave Maisel a strong starting point. “Without that track record,” he said, “it would have been hard to get people to listen.”

On the minus side: Arad had been so successful in his licensing deals that the company barely had any characters of their own to make. The A-list characters were at other studios— X-Men, Daredevil, and Fantastic Four at Fox; Hulk at Universal; and Marvel’s crown jewel Spider-Man at Sony. That left Marvel Studios with a handful of characters that were B-list or C-list at best; names that the average person would not recognize.

Captain America. Black Panther. Doctor Strange. The Avengers.

As it was, Maisel joined right on time to successfully stop Marvel from licensing Captain America to Warner Bros. and Thor to Sony. According to Maisel: “If I had gotten there three months, six months later, those deals would have been done. And there would be no chance to bring all these characters together.”

This is why Marvel Studios was at the same disadvantage as a new film company. Despite having IP to use, the IP in question was not well-known; so it might as well have been new IP. The only edge they had was that Marvel’s characters at the other studios had performed well enough that there was growing recognition of the Marvel brand.

But that was it.

Maisel, therefore, had to sell two polar opposite stories:

1. He had to persuade banks that the assets of the characters were worth a fortune in order to get them to loan them money to make movies;

2. And he had to convince the Marvel board of directors that if they lost the film rights to Captain America and the rest as collateral, it would not be a huge financial loss.

“I remember making a 30-page PowerPoint presentation,” said Maisel, “outlining with a huge amount of detail what the movies could be worth.”

Since the board wanted numbers, he insisted that having their own studio could take the Marvel share price from $17 to as high as $50. But many hesitated; the chaos and stress of the bankruptcy was still fresh, and they’d just recovered from it. Still, the pitch was persuasive enough to convince Maisel to now give it a shot.

Just as long as Marvel didn’t have to put up any money.

Although the Marvel/Artisan deal had collapsed, Lionsgate wasn’t entirely out of the Marvel picture yet.

Maisel knew he needed something more substantial to convince both the Marvel board of directors and the banks that Marvel Studios was more than capable of producing movies on their own instead of licensing them to others. That they could do a better job than the others!

While going around meeting and pitching the banks, he studied the finer points in the deals that Arad had brokered. That’s when he noticed that Marvel still retained the direct-to-video animation rights to its characters.

Maisel spotted his opportunity at once. He negotiated a new contract with Lionsgate for four direct-to-DVD animated features based on Marvel characters, each one budgeted at $300,000 per film—the total budget was about $3-4 million. Marvel Studios would make the animated films while retaining complete creative control; Lionsgate would market and distribute the film; and after it earned back its investment with each movie, Lionsgate would split the profits evenly with Marvel3.

I want to pause for a moment and point out what really struck me about this.

Maisel’s deal was to basically create a proof of concept based on these B-list characters— or in this case, four proofs of concept— to validate his pitch.

This is something that filmmakers and production companies in the early stages often do, either be shooting a short film based on a scene from the film or a fake trailer.

The only difference is that Marvel Studios had a little more money to spend on several entire direct-to-video animated features. Yet, at its core, the principle was the same: test the IP at a small scale to see if it works or not.

A prototype, if you will.

Here’s a trailer for the very first one that they made, Ultimate Avengers: The Movie (2006).

The experience also helped Marvel Studios test the waters in making films on their own. Said Maisel:

“It was the first time that we fully had producing responsibility. We had to make these on budget and deliver them to Lionsgate. When I talked to the board and Ike, I explained that we were guaranteed money. So we’re making $1.2 million, but we’re also producing stuff, so that was really fun.”

Better yet, the films did good business. Ultimate Avengers: The Movie and Ultimate Avengers 2: Rise of the Panther, both released in 2006, sold a combined 1.5 million copies, with each disc placing in the top ten children’s DVDs that year. According to Maisel:

“I remember [Lionsgate] got their three or four million back and we split the money. So we had no risk. It was like a mini-Marvel Studios type of deal.”

He continued:

“It allowed me to say to people: ‘Look at the value of our IP. Here’s someone paying all the money, and we have creative control and get half the profits.’”

Backed by the success of the direct-to-video animated films, Maisel got the board’s attention: This time, they gave him the support to build Marvel’s own live-action studio. Arad, meanwhile, was no longer permitted to license any characters to other studios. From here on out, all the Marvel superheroes stayed with them.

Arad was bitter about the decision. Tensions between him and Maisel had grown exponentially, as the latter soon rose the ranks. When the board sided with Maisel, it created a rift between Arad and Perlmutter that would never heal.

However, Maisel’s troubles were far from over. He still had to get a bank to loan them the money because Marvel refused to put up any of their own for this venture.

Non-recourse financing: a loan where even if the borrower defaults on the payment, the lender agrees to terms that do not include access to any of the borrower’s assets beyond the agreed collateral.

Keep this term in mind, because this was the deal that Maisel struck with Merrill Lynch4. Merrill Lynch would open a credit line of $525 million for Marvel to make four movies (with some cash set aside for overhead) over eight years based on 10 characters:

• The Avengers

• Ant-Man

• Captain America

• Black Panther

• Doctor Strange

• Hawkeye

• Nick Fury

• Power Pack

• Shang-Chi

Should Marvel’s first four films fail, Merrill Lynch would get the movie rights to the remaining six characters. That was the collateral.

Still, the downside was low for Marvel: even if they lost the rights, the company would still get merchandising revenues, so Marvel had little to lose if Maisel’s bet on a live-action studio flopped. Maisel explained:

“If [the backers] wanted to make films of those characters, they still had to pay a service fee of 5 percent of the gross… [if they failed] we were no worse off than current situation.”

It took six months of difficult negotiations, during which Maisel also brokered a deal with Paramount Studios to handle distribution and marketing in exchange for a modest percentage of the box-office gross. But the deal almost fell apart in September 2005 when Merrill Lynch got cold feet and wanted Marvel to put up a third of the money— something that Maisel knew Perlmutter would never agree to.

From MCU: Reign of Marvel Studios:

Maisel stubbornly refused to get up from his chair. As he described it: “I just held my breath like a little kid.” Maisel knew there was another option for covering the shortfall: Marvel could bring in a third party (likely another studio) as an investor. That move, however, would require giving up on his aim of full creative control, so he didn’t even want to mention it.

How did Maisel get around this obstacle? He offered a more attractive solution: Marvel would cover some of the production costs by “pre-selling distribution rights in five foreign territories for each of the four films”. Moreover, he persuaded Merrill Lynch to agree on the contractual language that said Marvel would try to cover a third of the budget.

Maisel was pleased with his efforts: “[Merrill Lynch] changed the word from ‘requirement’ to ‘target’ and [that] solved the issue.” Meaning, if Marvel couldn’t produce 33% of a film’s budget with foreign pre-sales, the bank was on the hook to pay them— as long as Marvel could justifiably prove that they’d done everything to raise the money.

Think about that for a moment: Marvel Studios had to make pre-sale deals with other countries to raise the money for their films. No different from independent feature films back then (and to a weaker degree, today).

Feige would later say:

“People forget that Iron Man was an independent movie. I pitched that movie dozens of times to foreign buyers because we had to get—I don’t remember exactly what the percentage was, but a large percentage of financing it was from pre-selling the foreign. We had a completion bond company. It was an independent movie.”

An expensive independent movie, but yes, for all intents and purposes, the first film out of Marvel Studios, Iron Man, was made and financed like an independent movie.

In November 2005, Marvel finalized the deal with Merrill Lynch. For its first two out of four films, it decided that it would make Iron Man and The Incredible Hulk.

Wait… but Iron Man wasn’t part of the deal with Merrill Lynch, was it?

Correct. A Variety article from that time stated that “Because Iron Man isn’t part of [the Merrill Lynch] deal, Marvel would have to get separate funds to produce the pic itself.”

And why the Hulk? That also wasn’t on the list.

Well, there were two reasons.

Reason 1: Universal had the film rights to the Hulk character. And despite the mixed reception to 2003’s Hulk, the Incredible Hulk was still a popular character. Plus, Universal was willing to cut a deal with Marvel to make a second movie, which minimized the risk.

Reason 2: When Marvel ran a focus group for children in 2005 to see which character would sell best as a toy, Iron Man topped the list. And since Marvel Studios just got the film rights back, it made more sense to go with Iron Man.

Think about that for a moment. The reasons for going with the Hulk and Iron Man wasn’t based on creative instincts, but on which characters were the least likely risk and which one would sell merchandise.

You might call that antithetical to art. I call it prudent. Marvel Studios only had four chances to get it right before they went bust, and they needed to start strong. And remember, if the films made money, that meant another day to make another movie.

Perhaps the most unexpected outcome was that the lesser known Iron Man outperformed the more popular Incredible Hulk in the end, largely thanks to the creative teamwork of Jon Favreau and Robert Downey Jr. on the former film.

And despite having a $150 million budget for Iron Man, the film was constrained by how many action sequences and visual effects moments they could put. Which, I’d argue, also helped in its favor.

One person who didn’t stick around for the transition of Marvel Studios into its own live-action studio was Avi Arad. After his way of doing things were no longer favored by the Marvel board, he planned his exit. Perlmutter was generous to his friend: “In May 2006, Arad’s 3.15 million shares of Marvel stock became fully vested, allowing him to sell a chunk of them for $60 million.”

Marvel Studios relocated to a larger office which had formally been the LA headquarters of Playboy magazine, located above a Mercedes-Benz dealership, to begin making their first films, with an idea for one film to lead into another before combining all of them in one movie— just like in the comics.

But that’s a story for another day.

Key Takeaways

Most production companies starting out will not have the good fortune of having existing IP of their own to adapt into films or TV shows. But the template used by Marvel Studios offers certain strategies for filmmakers and companies to implement worth keeping in mind.

1. Proof of concept helps to test and sell risky ideas. Maybe you don’t have enough money to create direct-to-DVD animated films like Maisel did with Marvel, but some proof-of-concept goes a long way. When James Wan and Leigh Whannell pitched Saw, they shot a memorable scene from the script and showed it to producers, which helped convince one company to take a chance on them. Damien Chazelle did the same thing with Whiplash. If that doesn’t work, you can do what Steve Niles did: when his film pitch about vampires in Alaska was unsuccessful, he turned it into a comic series called 30 Days of Night. The comics were so successful that it got adapted as a 2007 film of the same name. Because the comics was a proof of concept.

2. Test your ideas out in small ways. For Marvel, this “small way” was a toy focus group to see which of their lesser known Marvel characters would sell the most merchandise. You might not have the full force of Marvel to do that, but creating prototypes of characters— through drawings or 3D printed models— or writing/creating stories on a small-scale— say an independent comic story uploaded online, is a good way to get feedback, which mitigates risk.

3. Passion and enthusiasm matters. Shared universes were all the rage in the 2010s but before that, only Maisel believed it could work. He had to work hard to convince the Marvel board and the banks that his idea had legs and commercial potential, even when things seemed against him. Sometimes, it takes one passionate and enthusiastic person to lead the charge, especially the more outlandish and impossible the mission.

4. When you’re the underdog, take creative risks. Marvel is far from its fledgling days— do they even have presales?? Or completion bonds?? The entire budget for the upcoming Avengers: Doomsday probably outstrips the $525 million credit line that Merrill Lynch gave them to start out! But there was a time when Marvel was taking genuine risks with its ideas, especially with Iron Man, that seems to be missing in the last several years. Above all, starting a company to adapt their own creations was a hell of a risk. And that’s the thing: any creative endeavor will always be a risk. You have to manage your risks carefully so you don’t blow up. But you have to take the risks to stand out in the first place. And that’s what Marvel Studios did in the beginning, especially when they took a gamble on an actor with a record of troubled behavior and a director who’d only made small-to-mid-budget films to make their first film. That’s how you differentiate yourself in a crowded market.

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Long live the movies!

D.L. Holmes

Since its release in 2019, the man hasn’t made another film— which he claims will be his final one, and is seemingly in no hurry to make. He abandoned The Movie Critic after announcing it, then announced that he would co-write and co-direct a six-part miniseries with Sylvester Stallone about showgirls, gangsters, boxing, and music, and also write a stage play. In fact, the most notable thing he’s done in the intervening years since Once Upon A Time In Hollywood was diss Paul Dano’s performance in There Will Be Blood on The Bret Easton Ellis podcast, only to generate some fierce backlash.

But if Once Upon A Time In Hollywood is the last film we’re getting from Tarantino for a while, it’s a strong one to leave us hanging on.

In many ways, you can say that Tarantino has been building up to Once Upon A Time In Hollywood his entire life. He grew up in Los Angeles, loves all things Hollywood— not just the popular lore, but stuff that only the most die-hard and niche fans would know about— and the only thing he loves more than movies1 is probably television.

As a child, Tarantino loved to watch TV series such as 77 Sunset Strip, The F.B.I., The Mod Squad, The Green Hornet, and Kung Fu2. He especially loved Westerns on TV like High Chaparral, Alias Smith, Steve McQueen’s Wanted: Dead or Alive, and above all, Gunsmoke.

All of this created a rich, fertile imagination for Tarantino to draw from when he set out to make a movie about that period of time. The spark that ignited it all, however, started in 2007, and it was really thanks to Kurt Russell.

Tarantino cast Russell for his film Death Proof— after passing over the likes of Sylvester Stallone and Mickey Rourke— and the two became friends over the course of filming. One day, Russell approached the director to ask a favor: even though the film already had a stuntman, could he bring in his stuntman for a day’s work? He wanted to take care of him3.

Tarantino was happy to oblige.

On that day, the director was sitting on an apple box and watching the crew moving around the set, when he spotted Russell and his longstanding stunt double chatting. Watching this decade-long working friendship play out between the two men, Tarantino had a stroke of inspiration: “If I ever tell that story, the relationship between Kurt and his stuntman could be an interesting jumping-off board.”

It’s September 2007. Death Proof had wrapped, post-production was done, the movie was released, and Tarantino was in the middle of the press tour when he finds himself at the Soho Hotel in London. Press tours can be exhausting and leave little time for relaxing, but whenever Tarantino got a few hours to unwind, he liked to spend it by writing.

And he had an idea that he wanted to write. Sitting down with his two Paper Mate Flair pens in red and black, Tarantino opened his A4 notepad and began to jot down what was on his mind: the actor Aldo Ray.

*record scratch*

If that was your reaction, I don’t blame you. I didn’t recognize the name either.

Aldo Ray was an actor. He was also a decorated war hero— US Navy frogman. After the war ended, he got himself a small part in George Cuko’s Pat and Mike, written by Ruth Gordon and Garson Kanin, and starring Spencer Tracy and Katharine Hepburn. The film was a success, got Ray a Golden Globe nomination for Best Newcomer, and earned the respect of the likes of Tracy himself.

Like many who come to Hollywood, Ray believed that the Hollywood big screen was his future.

Alas! Despite roles in hits such as Let’s Do It Again, Miss Sadie Thompson, and especially Battle Cry, and despite investing his money in real estate and being independently wealthy for a while, Ray’s fortunes declined with the changing of the times. A drinking problem plus alimony to three ex-wives sapped his money, and Hollywood sailed on without him. Ray died at 64, largely broke, and forgotten to many except obsessive cinephiles like Tarantino, who first paid tribute to the actor by naming his Inglorious Basterds lead character, Aldo Raine, after him.

But right now, Tarantino was using Ray’s life as the basis for a stuntman character that was inspired by his chats with Russell on Death Proof. A character he’d begun to call Cliff Booth.

In Jay Glennie’s The Making of Quentin Tarantino’s Once Upon A Time In Hollywood, Tarantino recalled asking himself:

Who was this guy? What was his story? Now, Aldo Ray was a war hero, so I make Cliff a decorated war hero. They’ve got their war service in common. So there I have them in Spain in a bar after wrapping for the day. Aldo is there starring in a western, and Cliff is the stuntman. But what kinda stunt guy is he?

Then Tarantino remembered three things:

1. Russell’s stuntman, the one he’d requested to work for a day on Death Proof. Tarantino said:

People knew who he was. He had done enough to be legit. He had done enough to be considered a pro. His credits were good enough. He would hook up with an actor and double him for a couple of films or for a season on a TV show, or something like that. But not enough to take him to the next level, alright? Hal Needham is not going to put him in the head wagon during the wagon stampede during John Sturges’s The Hallelujah Trail, alright? He is not going to the head of a ten-thousand-dollar shot. He is the guy you take on to throw down the stairs eight times in a row.

2. An anecdote that Russell had told him once about a stuntman who used to work with his father, Bing Russell— the only man who made Bing Russell a little wary. Kurt Russell said:

Some of those [stuntmen] sure went sideways. So Dad, well, he wasn’t going to upset my mom, because, let me tell you, my mom did not like that man. One time, he came to the house and my dad wasn’t there, and my mom would not answer the door. She did not trust him and did not like his vibe around us kids and the house. My mom was really cool that way. She told my dad, “I don’t want him around. I don’t like him, Bing. There is just something about him I do not like.”

Now, my dad always listened to that, and he never brought him around. I actually heard him say things, and even at my age, I’d be thinking, “Well, that’s just creepy.” I mean, I could tell you things about this guy, oh boy. He was a handful. He was the kind of guy who if you went to a bar with him at night, heads up, it’s going to happen. He had some experiences that I’m not sure the statute of limitations covers!

3. The sketchy stuntman in question was, apparently, indestructible. Russell recalled:

He was incredibly tough—just incredibly tough. I mean, nothing could hurt him. I worked with him and watched him come down a flight of stairs. It was a western, and this stairway was long. There must have been twenty steps or more off this thing. So he came down that thing five times. It didn’t mean a goddamn thing to him. He had elbow and knee pads on, but that was it. He just rammed down that thing. It just never touched him. Nothing ever touched.

So Tarantino wrote. And the more he wrote, the more Cliff Booth began to take form. But it wasn’t a script. Just a scene of Cliff hanging out with Aldo Ray in a bar in Spain. Tarantino was in no hurry to find the story; he was simply letting his characters ‘talk’. In some ways, this approach to writing reminds me of Stephen King, who lets himself be steered by the characters versus imposing a plot on them— for better AND worse.

Tarantino was adamant about one thing: he wasn’t writing his next film. He said:

I was writing to see what happens. I didn’t have a story or anything. It was purely me trying to find out, who is this guy, Cliff? It was the first thing I wrote when I was away from home, and I just started writing this great introduction into Cliff.

Next, he turned his attention to the actor character for whom the stuntman worked. At the moment, all he had was a name: Rick Dalton. At one point later, he tried changing it to ‘Scott Brown’ but decided against it quickly. Said Tarantino: “Come on—he cannot be a Scott. He’s a Rick. He is Rick Dalton!”

For this character, Tarantino cast his mind back to the long (even endless) line of actors who’d had their time in the sun, only to be forgotten… like Aldo Ray. The precariousness of the acting profession was not lost on Tarantino; the man once harbored— and I think STILL harbors— aspirations to be an actor.

Said Tarantino:

Everybody is not Bette Davis. Everybody is not Jimmy Stewart. How long do you think a popular acting career is supposed to last? A good career is ten years. That’s it. That’s your time, and ten years is a healthy amount of time—ten years where you are the girl, or you are the guy. Forget that you’re even the lead. Most people are not the lead for ten years fucking straight. If you’re still the lead after ten fucking years, then you’re a rare breed.

To help him figure out the character of Rick Dalton, Tarantino came up with a fictional cinema book: The Films of Rick Dalton. It was a detailed guide into each of Rick’s movies and episodic TV shows, with a synopsis for each, and some critical snippets from the time of each movie release, which finally ended with Rick’s retirement in 1988.

He also wrote a third chapter to introduce a wise older character: an agent called Marvin Schwarz. In the spirit of experimentation, Tarantino wrote it as a play instead of prose. James Joyce might smile: he’d mixed and matched medium formats himself in Ulysses.

Now—

Does this seem like a lot of work for writing a script?

Undoubtedly!

But since Tarantino wasn’t in a hurry to make this project right away, this was simply a fun exercise for him. He had all the time in the world to play around in this sandbox he was creating. And it certainly helped to finally figure out Rick Dalton: he was a TV actor who came from the movies and was trying to jump back to the big screen. He’d once been poised to become the next Steve McQueen… but he failed.

When the Death Proof press tour ended, Tarantino returned to his home in Hollywood Hills and locked up this A4 notepad with this long-form writing in his safe. No more writing. Right now, he wanted to recharge.

But it wasn’t too long before he was back to work— especially after the indifferent reception to Death Proof— on a new picture called Inglourious Basterds. And when Tarantino embarked on the Basterds press tour, he packed his Hollywood notebooks in his suitcase— along with fresh notebooks and pens to continue fleshing out his ideas. For the next several years, this became a ritual, where Tarantino only toiled on the story during the press tours of his other films— including Django Unchained and The Hateful Eight— which took the shape of a novel4.

During this time, Tarantino introduced another character into the story. Only this one wasn’t inspired by real people— this character was a real-life person: Sharon Tate, the actress whose life and career was brutally cut short on August 9, 1969, when she and her unborn baby were murdered by the Manson family.

Tarantino is a provocateur— the Paul Dano snafu was only the latest in a line of controversies— but even he knew that roping Sharon Tate into his fictional universe could be seen in poor taste. Since Tarantino was setting his story in 1969, depending on the timeline, he had to decide whether or not he wanted to factor in the Manson family.

Said Tarantino:

I thought hard about that, long and hard. I actually came close to abandoning the whole idea of the movie because I wasn’t too sure I wanted to go there. But, look, I wanted to try. I knew that, you know, it could fall into bad taste. Was it opportunistic? I knew that I had to earn the right, so I took the risk.

By his own admission, Once Upon A Time In Hollywood is the only movie he has written where he started with the end. Tarantino explained:

I thought, “What if Mr. Indestructible, Cliff Booth, was over at Rick Dalton’s house, and he lived next door to Sharon Tate on Cielo Drive, and Tex and the Manson girls went to Rick’s house instead?” And then the line came to me: “Those hippies sure picked the wrong fucking house that night.”

Tarantino committed to the research. He ordered books about the Manson family, sorting out the accurate works from the sensationalized ones— he considers ‘Helter Skelter’ by Vincent Bugliosi to be “bullshit” due to “too many falsehoods”. He also read newspaper articles and numerous interviews with Manson and family members to familiarize himself with the cult.

As his knowledge about the Manson family grew, his doubts about respectfully pulling off Tate and the events surrounding her death shrank. He decided that one way to accomplish this was to show Tate living her life, going about her day in Los Angeles, to show her as a real person instead of a footnote in history defined by her horrific death.

Said Tarantino: “[Sharon Tate] is living the life we know [in the movie], in reality, she would never get to do.”

But having finished writing, Tarantino wasn’t ready yet to leave behind the universe he’d created. He had more to give. Without telling anyone he’d finished, he put aside the script and started writing it as a play. Then he wrote five fictional scripts for fictional episodes of the fictional Rick Dalton TV show, ‘Bounty Law’.

Even by Tarantino’s standards, it’s a little much.

At last, however, sometime in 2016-2017, he was ready to show his team the script for his ninth film: Once Upon A Time In Hollywood. This time, he went to great lengths to protect it from being leaked: the only copies of the script were locked either in his safe or at the office of his agent, Mike Simpson, at William Morris Agency. Actors reading for the parts— Leonardo DiCaprio, Brad Pitt, and Margot Robbie— had to go to Tarantino’s house to read it, or to his agent’s office.

Including Columbia Pictures studio head Tom Rothman. No exceptions.

Well, except for Tom Cruise. Tarantino actually flew to Tom Cruise’s house with the script to discuss the possibility of Cruise playing Cliff Booth before Brad Pitt got the part.

Even Tarantino knows Tom Cruise plays by his own rules.

You know how the story ends. Once Upon A Time In Hollywood premiered at the Cannes Film Festival on this day, May 21, 2019, before it opened in the United States on July 26 and in the United Kingdom on August 14; it grossed $392 million at the box office— his second-highest grossing film in his career after Django Unchained— and received ten Oscar nominations, including for Best Picture, Best Director, and Best Original screenplay. It ultimately won two Oscars for Best Supporting Actor (Brad Pitt) and Best Production Design (Barbara Ling and Nancy Haigh).

Had Once Upon A Time In Hollywood released before or after 2019, I think Tarantino would have picked up at least his third Oscar for Best Original Screenplay— his competition for 2018 was Green Book and would have definitely have been a K.O.; 2020 would have been a close call since he’d have been up against Emerald Fennell’s Promising Young Woman. But alas! 2019 was the year of Bong Joon-Ho’s Parasite. Still, all things considered, at least it was a worthy contender to lose to. Besides, it’s not as if people have forgotten the film.

Nor, does it seem, has Tarantino. His passion for this alternate universe he has created led him to writing a Cliff Booth spin-off titled The Adventures of Cliff Booth. Although Tarantino didn’t want to direct it, he gave the script to none other than David Fincher to make.

What’s clear is that Tarantino’s excessive process in creating the Once Upon A Time In Hollywood world has resulted in a rich, detailed, and lived-in fictional universes to rivals that of Hogwarts, Westeros, Middle-Earth, and the Star Wars galaxy. What’s even more remarkable about this achievement is that the Hollywood universe is not a fantasy universe in the typical sense— it’s rooted in the real world, with real-world events and people— but in a Tarantino-esque fun house alternate reality. That requires a lot of imagination to pull off.

In some ways, perhaps Once Upon A Time In Hollywood should be Tarantino’s final film, because whatever he comes up with for Film No. 10 has to be even better than this.

Key Takeaways

Four things that stood out to me in particular:

1. Create a ritual out of writing. Tarantino wrote Hollywood only during the press tours of his other films until he was ready to commit to the project utterly and devotedly. Doing so creates a sense of play and anticipation.

2. Write your ideas by hand. Tarantino is famous for writing his first drafts by hand; and in this case, his ideas, too. There’s something about putting actual pen to actual paper to jot down your ideas and stories that simply cannot be replicated by a phone or tablet or anything with a screen. Get a notepad, get some pens, and store your ideas in there instead of your phone.

3. Spend time in your universe. Tarantino devoted years to this alternate Hollywood of the late 1960s, almost extreme in its obsessive level of detail. But it paid off, because it is a universe that feels extremely real. Plus, the material he generated gave him enough to write a whole ass spin-off for Fincher to direct, and certainly would have improved his own writing.

4. Pay attention to what is around you. The idea that gave Tarantino his entry into the world he had in mind came from observing Kurt Russell and his stuntman together. Had Tarantino’s nose been buried in a smartphone, he might not have had the insight needed to start creating Hollywood. Put the phone down when you’re out and about. Look around you. Let your thoughts roam. Who knows? It could plant the seed of an idea that leads to an Oscar-winning film.

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Long live the movies!

D.L. Holmes

“Evil in the world doesn’t have an answer and we try, as a culture, to create one in so many different ways that I think in our fiction when we don’t give it that kind of explanation it’s just scarier.” - Mike Flanagan

The first time I got freaked out about mirrors was in sixth grade. Our regular teacher didn’t turn up that day, and our substitute teacher let us have the period to share stories. One friend got up and solemnly proceeded to tell us why some people believe mirrors to be portals for dead souls to climb through back into the real world.

I don’t know why I believed him, but when I’m not looking in my mirror, I cover it with a cloth. I tell myself that it’s because I don’t want it to get dirty. But between you and me, I’m still spooked by that story I heard over twenty years ago.

Mike Flanagan gets it. There is something inherently unsettling about mirrors if you really think about it, and he finds them creepy. But also: how do you make a mirror scary in a movie?

Before The Conjuring: Last Rites put a scary mirror front and center in 2025 on a significantly bigger budget, Oculus did it first, for a fraction of the cost and— for me, anyway— with better results. Best of all, it pushed Mike Flanagan forward as a serious horror director.

This is how he did it.

In 2005, Mike Flanagan was still struggling to break into Hollywood when he decided to make a horror movie.1 He’d been living in Los Angeles for two years by that time, working for a company producing local commercials, and hoped to make an anthology of short films about a haunted mirror that could later be assembled into a feature film.

To this effect, he wrote nine short stories based on the concept, and picked the third chapter to make as an ultra-low budget short film or proof-of-concept. He picked the third chapter because it had the mirror’s history and was also the most contained of the stories— it took place in one room, which made it easy to produce on film.

Scraping $1,500 together and borrowing equipment from his job, Flanagan shot Oculus: Chapter 3 – The Man With A Plan in four days in the back of a coffee shop.

Costs:

• $300 – for a plastic mirror bought online;

• $750 – for the location;

• Balance – everything else.

The short had only one actor, Scott Graham— Flanagan went to Towson University with him and even cast Graham in his third feature Ghosts of Hamilton— along with a crew of eight people. No lights were used, apart from hanging light bulbs from the ceiling and a squeeze dimmer for the final scene; little makeup; and no effects. Flanagan operated the camera himself, though there were only a few places he could place the camera without him or the crew being seen in the mirror’s reflection or the monitors.

But Flanagan embraced the limitations. He pushed himself to maximize each scare, learning quickly that the key to success was to set people up in a story properly. The experience taught him to be very efficient. He recalls,

“The ‘history’ section of the film (which details what’s happened to others who have encountered the mirror) would do the work for us - if we did that properly, the anticipation of what people MIGHT see would carry us for most of the running time.”

Oculus: Chapter 3 – The Man With A Plan was a small success on the film festival circuit. But Flanagan soon realized that very few distribution options existed for a short film. It did get picked up on an indie horror film anthology called Aaaaah! Indie Horror Hits, but Flanagan and his team never saw any money from it. He uploaded it on Amazon through CreateSpace where it sold a copy or two every few months; but Flanagan didn’t feel right about charging more than $10— so all he’d get was about 45 cents per sale while Amazon got the rest2.

Making the short film taught Flanagan a valuable lesson: trust the imagination of the audience.

By painting enough of a vivid picture, akin to a campfire story, he conjured and set up enough backstory about the mirror to allow the audience to scare themselves with their imagination. In this rare instance, EFFECTIVE telling is AS POWERFUL as showing.

More importantly, though, the buzz of Oculus: Chapter 3 got Flanagan into meetings to talk about turning Oculus into a feature film. But Flanagan was forced to turn down every offer because everyone wanted to make the film version in a found-footage style. Flanagan stood his ground until he finally got fed up and decided to make a horror feature film to show what he was capable of. This was how he wound up making the $70,000 low-budget horror film Absentia.

Although it was a direct-to-video movie, the success and buzz of Absentia got Flanagan into more meetings. Most fatefully, with Intrepid Pictures. He pitched them a bunch of ideas but to his disappointment, none stuck. On his way out, Flanagan casually brought up the existence of the Oculus short film: “I have this short that’s been out for a couple years, and a lot of people have seen it and wanted to go the found-footage route. It’s a cool little horror short, and I’d like to expand it and do something crazy with it, if that interests you.”

To his surprise, Intrepid Pictures was interested. The producers watched the short, called Flanagan for another meeting, and asked him to pitch his take on an Oculus film. They listened, and told Flanagan that they didn’t want this to be a found-footage movie, either.

A deal was made. Flanagan recalls:

There was always this thought bouncing around my head, where anyone who comes out of film school just wants that one “shot.” If someone will give me a shot, I’ll be able to do it; if someone gives me the money and resources, I think I can do something cool. But when we started working on Oculus, I said to myself, “Oh, crap! Here’s that shot. It took me 13 years, and if I screw this up, I’m finished—I’m done forever.

With a laugh, he adds:

Suddenly the excitement about making a movie turned into this intense terror. If this doesn’t go well, this all stops here.

Expanding a 30-minutes short in one room into a 90-minute feature was harder than anticipated. Initially, he and co-writer Jeff Howard contemplated the anthology route—three separate half-hour segments— but it felt like three stories that were incomplete. Flanagan explains:

The way it would work is, you would know the mirror is haunted definitively by the end of the first story, so unless the characters in the next stories also did, most of the movie would be putting the mirror into someone’s environment and waiting for them to catch up to you. That didn’t seem like it was going to work; it felt like it was going to be a passive and boring experience. The other option was to take just the short and expand it into 90 minutes, but it was just going to be one guy in a room—that sounded like the most boring horror movie ever made.

So they made two changes.

1. They made Tim a supporting character and created a female protagonist, Kaylie, in honor of the horror genre’s plethora of female characters.

2. They made the characters siblings, one of whom disagreed about the supernatural origins of the mirror.

Flanagan explains:

What if one of them gets to be mouthpiece for the audience member who says, “This sounds ridiculous,” or who says, “Come on, why don’t you just leave or smash the damn mirror?” We wanted to give the most cynical viewer a voice and a counterpart in the mirror, and that would create a cool kind of Mulder/Scully dynamic, as well.

Still, it wasn’t enough. Flanagan didn’t want to do jump scares. And he knew that audiences would be wondering why the mirror was biding its time in accordance with the script’s three-act structure.

That was when they hit on the idea of combining two stories: one set in the present with the siblings as adults, and the other set in the past with the siblings as children who witness the death of their parents due to the mirror’s influence. Flanagan says:

Once that gear kicked in, we had two really complete narratives that we could braid together in such a way that we can watch two movies at once and then collide into and wrap around each other until you can’t tell which one is which anymore.

But it was producer Marc D. Evans at Inteprid who provided the most crucial piece of the puzzle that helped crack the story. Initially, the script would intercut between the basement of the auction house where the mirror was kept, and the house in which the siblings grew up. It could have been for budget reasons, but Evans asked Flanagan and Howard: “What do you guys think about staging both inside the house?”

It was as if a light bulb went off. Flanagan says: “If I can tell both stories in the same physical space, I’m not even bound by edits anymore.”

Oculus had a $5 million budget, but it wasn’t much money for ghost effects, much less creating a monster. Not that Flanagan wanted a monster on screen— he wanted to make the mirror’s supernatural origins in the vein of something out of H.P. Lovecraft— unexplainable, but completely evil. He was also inspired by the Stephen King horror short story ‘1408’ about a writer who decides to spend a night in a hotel’s notoriously haunted room against the express warnings of the manager. He describes the short story’s influence on Oculus:

When I first read that story, I noticed that they spent the first half of that story just talking about the hotel room. It was all talking before the lead character ever stepped foot into the room, and by that point I was terrified to go in with him. So with Oculus, I wanted to get back to campfire basics, where you have an object in the room that we just talk about, and if the stories around it are scary and upsetting enough, we can become afraid of this inanimate object without it ever having to do anything.

With its lack of jump scares and minimal gore, Oculus seemed risky on paper. But at the premiere at the 2013 Toronto International Film Festival, the film caught the attention of Jason Blum at Blumhouse Productions, as well as WWE Studios. Offers were made, and the film was picked up for a theatrical release in April 2014, where it grossed about $44 million worldwide.

But more than the money, Oculus gave Mike Flanagan the cachet— and confidence—he needed to get into Hollywood and to also continue making horror films. He has certainly become the King whisperer, having adapted four King stories (Gerald’s Game, Doctor Sleep, The Life of Chuck3, and at this time of writing, the upcoming Carrie miniseries). In some ways, Flanagan is the Stephen King of horror movies— in that his stories are more about people and their dilemmas who just happen to be caught in horrific situations.

Key Takeaways

1. Find your voice. Flanagan’s first three feature films— Makebelieve, Still Life, and Ghosts of Hamilton Street— were about college-life dating, but it wasn’t until he leaned into his love of horror that he discovered what kinds of stories he liked to tell that also found an audience. Those three features did teach him crucial lessons about making films, though, and helped him pivot eventually to horror.

2. Make low-budget short films as experiments to show what you can do—and embrace the limitations. Flanagan made Oculus: Chapter 3 - The Man With A Plan armed with only $1,500 and the camera equipment he rented from the production company he worked at.

3. Short films aren’t exactly distributor-friendly. This might be the hardest pill to swallow. For many of us, including myself, we dreamed about making that one short film, the one that would break down the doors and get us closer to our dreams. Here’s the thing, though: short films that led to careers— such as Martin McDonagh’s award-winning Six Shooter, Neill Blomkamp’s Alive in Joburg, Fede Álvarez’s Ataque de Pánico!, David F. Sandburg’s Lights Out, and Wes Anderson’s Bottle Rocket— those were the exception. The truth is that we’d have better odds of winning the lottery than getting the outcome of the aforementioned directors. When Flanagan realized this, he abandoned his original reason for making the Oculus short— to try and raise money for an anthology film about the mirror. But a short film still matters in the beginning— it’s good for practice and for failing small and quickly.

4. If you’re adapting your short film into a feature film, you DON’T have to be lavishly faithful to the former. It can be difficult expanding the world of a short film into a 90-minute feature film. The only two things that the Oculus short film and feature film have in common is that it involves a supernatural mirror and someone trying to destroy it. Everything else was created from scratch.

5. Embrace limitations. Personally, I don’t think Oculus works entirely— the past storyline isn’t so effective, perhaps because we already know the outcome— but I respect the film needed it to work around the narrative problem without losing audiences’ attention. By finding ways to work around limits imposed due to time and budget constraints, the dueling storylines help to maintain focus on the overarching narrative— and distracting the audience from wondering why the mirror is taking so long to react.

6. Experiment at a low cost. After Oculus the short film but before the feature, Flanagan scraped up $70,000 and made a film in his apartment and a tunnel called Absentia to show that he could make a proper horror feature film. Not that $70,000 is chump change— it’s a lot of money for some people— but it was enough for Flanagan to experiment beyond a short film, and further sharpen his horror storytelling skills.

7. Learn additional skills. In addition to writing, Flanagan also edits all his films. This reduces dependency on another person, while also teaching you to think about the film in different ways. Other filmmakers with an editing background include Oscar-winning director David Lean (Lawrence of Arabia), Oscar winner Robert Wise (West Side Story), Joel Coen (Fargo), and Kevin Greutert (Saw X). James Cameron— who eventually became on editor since Titanic— and David Fincher know so much about other filmmaking aspects that if they were to take over a department, they’d be able to do as good a job.

8. Find partners who understand your vision and ideas. Since Oculus, Flanagan has made most of his films with either Intrepid Pictures or Blumhouse Productions. He also has a regular rotation of crews and casts he likes to work with. That’s because it’s always easier and better to work with people who share your ideas. Movie careers are built on relationships and partnerships. The best filmmakers have lasting relationships from the production company to distributor and from cast to crew.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

So without further ado, here are 17 lessons that I found worth emulating.

Pay attention to the signs sent by the universe

Despite his interest in films— and the arts— George Miller was set on becoming a doctor. Even after he and his brother won a short film competition that gave the winners free access to a film workshop conducted at the University of Melbourne, Miller had no interest in attending…

… at least, not until a close call on a construction site gave him “an existential jolt”. The next day, Miller got on to his bike and drove 900km to attend the workshop. Thank God he did, because had he skipped it, he’d have missed out meeting one of the most important collaborators and friends in his life: Byron Kennedy, who produced the Mad Max films until his untimely death.

Find your Byron Kennedy

George Miller gets credit for creating Mad Max. But Mad Max got made because Byron Kennedy found ways to make it real. The two met for the first time at the aforementioned Melbourne workshop, and instantly connected. They found that they shared the same film interests and also recognized that the other person had strengths they lacked— Miller was more creative, Kennedy was better at handling the business side of things.

More than that, Kennedy found ways to raise the financing that made Mad Max a privately-funded movie (but we’ll get to that in a bit), and also kept an optimistic outlook on Mad Max. I think every filmmaker needs a Byron Kennedy in their life.

Make short films to practice and study filmmaking— and study the fine print in contracts while you’re at it!

Most people get a shock to hear that George Miller is actually Dr. George Miller. A proper medical doctor! So he and Kennedy would make short films in his off-time when he wasn’t working at the hospital; meanwhile, Kennedy flew to Los Angeles to spend six weeks studying “the contractual and legal aspects of film production, distribution and marketing in Hollywood”. When he returned to Australia, he came back with an edge that made him stand out at once.

Be creative, but always keep business considerations in mind, too

Miller and Kennedy wanted to make a film that was creative and could travel overseas easily, and that’s what Mad Max did.

But it took a while for the film to arrive at its final form. For instance, the character of Max Rockatansky began life on the page as a journalist; then he was changed into a teenager to appeal to the younger demographic; until he finally ended up as the decent police officer who breaks bad.

Another way that constraints helped in making Mad Max was thinking about practical considerations. They avoided setting it in the far future because that would require spending money on futuristic sets and props. Instead, Miller set the film in the “near-immediate future” because that allowed them to create convincing props and set design on a budget.

Think about how your film will sell

Is it easier to make a film set in your house about young people going through life problems? Yes. Will it sell? Well, unless you can write like Quentin Tarantino, Aaron Sorkin, Martin McDonagh, David Mamet, or Charlie Kaufman, chances are SLIM TO HELL NO.

Mind you, there is NOTHING wrong in wanting to make a movie that is both creative AND commercial. That’s the sweet spot— plus, the money it makes allows you to fund your next feature.

If you are making movies with the aim of making it your source of income, then you have to treat and think about it like a business. Which means both the creative and the practical business side of it.

Find collaborators who are strong in areas in which you are weak

I already mentioned Byron Kennedy, but this extends to other parts of the filmmaking process. When George Miller was dissatisfied with his script, he contacted his friend and journalist James McCausland and asked if he’d help him write the script. He especially wanted help with the dialogue.

Create a core concept that can travel regardless of language

“In the particular is contained the universal.” – James Joyce

Mad Max is unmistakably Australian. But unintentionally, the Max Rockatansky character also fitted the mold of an archetypal hero character, which helped other cultures around the world connect with the movie.

The Japanese said that Max was a lone rogue samurai—a ronin.1

The Scandinavians said, “[Max] is like a lone Viking!”

The French described Mad Max as “a Western on wheels”— a description that Miller liked immensely.

The upshot of this is that by tapping into archetypes while making it uniquely their own, Miller and Kennedy created a character— and subsequent franchise— with plenty of popularity and appeal across decades.

In other words, archetypes are useful. Ask George Lucas— he built his entire empire on them.

Watch other films

Good art is built on the works that came before it. Mad Max drew influences from a variety of films, from Fritz Lang’s Metropolis to Planet of the Apes, as well as Australian films such as The Cars That Ate Paris and a little-known film called Stone. Every good filmmaker borrows from other works, or takes something from it that they can use in their film. So go watch films!

Treat your films as serious investments to entice financiers to back your film

If I had to pick only one lesson worth taking from Mad Max, it would be this. It’s not enough to treat your films like art. If you want to make money— or at least recover your budget— you need to treat it like a financial investment.

When Miller and Kennedy ran out of people to ask for money, they approached Noel Harman, a Melbourne stockbroker who created a proposal that presented the film to investors as a financially attractive investment that could fill “a big gap in the market for something with heavy action”. By making “a business case for investing in Mad Max”, Harman argued it was “possible for the film to have a combined local box office of just over $1.1 million, providing a reasonable return on investment”, factoring in average audience attendance and a modest advertising budget.

This prospectus helped Miller and Kennedy circulate it amongst their circles, getting investments “in lots of $2,500” and “around $10,000”. It succeeded, and Mad Max was completely financed by private equity, giving Miller and Kennedy complete autonomy and helping to reap the rewards when the film did good business. The investors got their money back and still get money from the film to date.

For more, I highly recommend reading this Substack article from Lee Rudnicki on how to finance an independent film with private equity.

SCENE 7

A Producer's Guide to Financing an Independent Film with Private Equity

Hello, welcome to Scene 7. I’m Lee Rudnicki…

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a year ago · 53 likes · 8 comments · Lee Rudnicki

Casting is everything

Miller initially thought about casting an American actor in the lead role, but soon realized that that would wipe out most of the film’s tiny budget.2

So he cast Mad Max entirely with Australians, which led him to find future (and controversial) superstar Mel Gibson, then an unknown actor. Gibson—along with Hugh Keays-Byrne as the villainous Toecutter and others—really helped to sell the dystopian world of the film, proving that casting can make— or break— a film. Be precious when casting your film.

Prepare for Murphy’s Law

Oh boy did a LOT of things go wrong on the Mad Max shoot! On day one itself, there was the fracas over attempting to shoot a scene on the Melbourne freeway, without anyone discussing who was going to stop traffic.

Then a few days later, the stunt coordinator got into a bad accident that also resulted in the leading lady breaking her leg (he was bringing her to the set on his bike). Not only were they forced to recast the part and adjust the production schedule to factor the casting setback, but the possibility of their stunt coordinator being out of work created a serious question of whether they could proceed with the film.

It was so stressful that the normally unflappable Miller panicked. For a brief time, Kennedy reluctantly removed Miller as director and tried to find a replacement, before Miller convinced his best friend that he could do this.

So be ready: because whatever can go wrong will go wrong— your job is to respond accordingly and get the film across the finish line. If that sounds stressful, get a desk job. Filmmaking is fucking war!

Be prepared to face hostility on your first film

You’re the new guy, while the others have more experience and knowledge in technical areas, and are skeptical of what the hell you’re trying to do. If you aren’t an expert in the technicalities, this only increases the resistance. Actually, if you ARE an expert in the technicalities, that ALSO increases resistance.

Damned if you do, damned if you don’t!

This is always going to be the case. If you’re lucky, you all get along and are on the same page. If you’re not, then make sure you have at least one person staunchly in your corner— not just the producer, but ideally the cinematographer.

Unfortunately for Miller, he and his DP David Eggby clashed on nearly every shot, which no doubt only increased tensions. Nobody really seemed to have had a good time making Mad Max, including Miller himself.

Expect your film to look NOTHING like how you saw it in your mind

I think even experienced directors feel this, but on your first film, this realization hits with all the force of a sledgehammer. Budget constraints, inexperience, time, practicality, and expectations will force you to create what you can versus what you may have really wanted. All you’ll see are the flaws, and you’ll want to crawl under a rock and die.

That’s because there is still a gap between our vision and our skills. Ira Glass said it best:

Nobody tells this to people who are beginners, I wish someone told me. All of us who do creative work, we get into it because we have good taste. But there is this gap. For the first couple years you make stuff, it’s just not that good. It’s trying to be good, it has potential, but it’s not. But your taste, the thing that got you into the game, is still killer. And your taste is why your work disappoints you. A lot of people never get past this phase, they quit. Most people I know who do interesting, creative work went through years of this. We know our work doesn’t have this special thing that we want it to have. We all go through this. And if you are just starting out or you are still in this phase, you gotta know its normal and the most important thing you can do is do a lot of work. Put yourself on a deadline so that every week you will finish one story. It is only by going through a volume of work that you will close that gap, and your work will be as good as your ambitions. And I took longer to figure out how to do this than anyone I’ve ever met. It’s gonna take awhile. It’s normal to take awhile. You’ve just gotta fight your way through.

When James Wan filmed his directorial debut Saw, he envisioned it as a Hitchcock-style thriller. But that required time for setups that they did not have, forcing him to make it in a completely different style… that ended up feeling like a deliberate artistic choice that fans embraced.

Hell, you don’t have to wait to make a feature film to experience this— it can happen as early as your short films!

Lord, I dread the day I have to make my first feature…

Surround yourself with supporters

Everyone, Miller included, thought Mad Max would flop. Only Kennedy and Roadshow’s then-managing director Graham Burke thought otherwise. In fact, after Burke saw a rough cut of Mad Max, he called people and raved that he’d just seen the greatest Australian film that “takes action to a whole new level”. Now that’s faith!

Pay back your investors first before you take a single cent

No, really. This is a no-brainer. If people lend you money for your film, it is your fiduciary responsibility to repay them. You can have what’s left over.

Think about how you want to compensate others

Although the Mad Max cast and crew were paid their contracted amounts in full, Kennedy and Miller didn’t share in any of the spoils. Now, given the hostility that Miller endured— not to mention their lack of faith in the film— it’s hard to entirely fault the producers from sharing the Mad Max windfalls.

In contrast, George Lucas shared points from both American Graffiti and Star Wars among the cast and crew.

This is a personal decision. Remember, though, generosity can go a long way just as tightly controlling the sharing of points can do. It’s up to you to decide what you want to do about it.

Making a film is war

The job has long hours, keeps you away from your family and friends for extended periods of time, and everyone is slowly losing their minds. As the director, it’s your job to keep everyone together and keep your focus on the objective.

That’s what Peter Weir told Miller, more or less, when the Mad Max director complained about his experience.

It’s true.

If filmmaking sounds like hell, get a different job.

But if you still want to do it… then welcome to the fray, friend!

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Long live the movies!

D.L. Holmes