INT: So it's the mid ‘60s [1960s], and on one foot is with Roger Corman and the other foot is in Old Hollywood, that's, I think the thing is so interesting, looking at your life is that you were the bridge in a sense between Old Hollywood and what was then becoming New Hollywood. Were you aware of that at the time? Did you see that happening? 

PB: No. I don't think I was aware of it at all. I mean, it's funny but when you're in the middle of a change in epoch... epochal kind of change, an era changing, I don't know if you're aware of it until you get some perspective on it. I don't think I was particularly aware of it. I didn't realize that Old Hollywood was dying, that I was talking to Old Hollywood and had a foot, a big foot in New Hollywood. In fact, THE WILD ANGELS was kind of a ... it was a big success for the New Hollywood. It was Roger Corman, it was Peter Fonda, Nancy Sinatra, it was a New Hollywood kind of movie, and it was very anti-the Old Hollywood, it was very hard-edged, violent, you know, it was not at all an Old Hollywood movie. And I didn't, I wasn't particularly aware of it. Then the following year was BONNIE AND CLYDE, SHADOWS had come out in the early '60s, so that was really the first sign of a kind of off-Hollywood movement. We weren't aware of it, really. I realize it now, obviously. But I wasn't particularly aware of it at that time.

INT: Were your friendships at the time with Directors, of the many who were the ones who you felt were really the ones you wanted to pattern yourself after? Who were the strongest Directors at that time who you knew that influenced you? 

PB: Howard Hawks. I would think had a tremendous impact, Hitchcock [Alfred Hitchcock], Ford [John Ford]. [INT: As people, as thinkers, as…?] But just generally I was enamored of all of those guys. And then Orson Welles, of course. But that was later, because I didn't meet Orson until the end of '68 [1968], by which time I had already made my first, directed my first film. [INT: I didn't realize you'd made TARGETS before you met him. Yeah.] TARGETS was in theaters before I met him. And had been released. TARGETS was shot and finished in '67 [1967]. But because of various reasons it wasn't released until '68. I met Orson after that. Late in '68. And we started working on our book together in '69 [1969]. So, Welles, I was admirer of Welles, but didn't know him personally until then. Had by then worked with Corman [Roger Corman] on a few things, THE WILD ANGELS, had started a script for Roger called THE CRIMINALS, which we never made. It was a pretty good script. We worked on a thing called VOYAGE TO THE PLANET OF PREHISTORIC WOMEN that was, he called me and asked me to put women on the planet of Venus in this stupid Russian science fiction movie that he had already bought and dubbed, somebody else had dubbed it. You can get it on DVD now. It says I directed it. I didn't direct it, I directed 10 minutes of it. [INT: Oh, that's funny.]

INT: So, Corman [Roger Corman] was your, was a film school really for you? 

PB: THE WILD ANGELS was the film school, because I'd worked on it 22 weeks. Starting rewriting the script for him, starting, first of all, rewriting some scenes, and then rewriting the whole thing. And then, acting in it sort of playing, you know, playing a townie that got beat up, and then doing the second unit. Yeah, it was a huge... and then this is typical of Roger, who you know throws you in the water and says "Swim," and if you swim, fine, if you drown, fine, too. It's whatever works. If you swim, you'll get another job, if you drown you won't. Well, the Editor on WILD ANGELS was a fellow named Monte Hellman, who made a name for himself as a Director, but now he was editing. And Roger said, called me in the office and said, "Your stuff doesn't cut." I said, "What do you mean it doesn't cut?" He said, "Well, it doesn't cut. It doesn't look good." I said, "Well, maybe it's not cut right." Oh, I looked at it, and of course it was cut wrong. So, I said, "Well, it's not cut the way I shot it." "Well, then cut it yourself." I said, "Well, I don't know how to cut." He said, "Well, don't you know how to use a Moviola?" I said, "No." "Oh, come on, Dennis'll show you." So, he called Dennis, "Dennis, show Peter how to use a Moviola and a splicer. We'll send it out to your house. Do it out there." So, he sent a Moviola and a splicer out to and rewinds out to my house in Van Nuys, and the next thing I know I'm editing my own footage. And I did it, and it all went into the picture.

INT: How did TARGETS come out of your association with Corman [Roger Corman]? 

PB: Well, Roger called me up one day. First of all, first of all WILD ANGELS [THE WILD ANGELS] was a big hit. It end up costing $350,000 and grossed $6 million, that was huge at that time. Huge. And I mean, that was a lot of money, and so he knew that I'd contributed quite a bit, although I got no credit for anything I did really. Just my credit on the picture was assistant to the Director. He called me and said, "Listen, Boris Karloff owes two days work." You know, he said, "What I would like you to do if you're interested is to shoot 20 minutes of Karloff footage in two days. You can shoot 20 minutes in two days, that's no big deal, I've shot whole pictures in two days." Right. He says, "Then get a bunch of other Actors, and shoot with those other Actors for, you know, 40 minutes. In a few days, shoot 40 minutes with the other Actors, and then take 20 minutes of Karloff footage out of another movie that we made called THE TERROR, and so you'll have 40 minutes of Karloff and 40 minutes of the other Actors, and make a new movie." "You interested?" And I said, "Yeah." And that was how it started. [INT: And that's how literally how TARGETS was developed around a shooting schedule?] That's how it started. [INT: And two days work that Karloff owed?] That Boris owed him. That's how it began. [INT: How was Karloff? What was he like?] Well, he had emphysema, so he had trouble breathing and he braces on both legs. So, he had trouble walking. Walking and talking together was not easy. He didn't do... we didn't do much of that. And he was occasionally a little grouchy, but terrific. You know, in retrospect he was a real trooper. [INT: What was your I’m...?] And the script was written for him.

INT: And you're in the film [TARGETS], so was it... Did you put yourself in the film almost as a way to feel perhaps closer to the Actors? 

PB: I don't know, that was odd, that happened again, sort of as an afterthought. [INT: Because you've never done it again, it's very interesting.] SAINT JACK. [INT: Except for SAINT JACK, of course. Yeah.] What happened was I wrote the part of the Director, a young Director, for another Actor. For a friend of mine named George Morfogen, and who was living in New York, who has played parts in a few other of my pictures. The biggest part he played was Eugenio in DAISY MILLER. He's a very good-looking guy, a young guy at the time, and I wrote it for him with dialogue, the things that he'd said to me, and so on. He couldn't do it. He was ill, and couldn't do it. And I was rather upset that he couldn't do it. And then I didn't know what to do. Henry Jaglom wanted to play the part, and I almost thought maybe I'll let Henry do it, and at the last minute I just decided to do it myself. I don't really know why. I just said, "Oh, I'll just do it." And just thought I maybe should do it. [INT: It gives the film when you watch it now a very peculiar authority. You feel that it's, you're writing about yourself, and I don't know that you necessarily were, but...] Well, it's ... he's sort of like me. [INT: Right.] He's named after Samuel Fuller, who was a friend at the time and helped me do the rewrite on TARGETS. He gave me a huge help by basically rewriting the script. [INT: Really?] Sammy Fuller paced up and down the living room of his "shack" as he called it, and rewrote the script in about two hours. Didn't write anything, just rewrote it, talked me through it. [INT: And you agreed with all of it?] Oh, it was brilliant. He just dashed it off. He says that, "You got any footage with Karloff [Boris Karloff] in a tuxedo? In the old stuff, you got Karloff in a tuxedo?" I said, "Yeah." "Great!" And he came up with this ending where Karloff is coming ... first of all, because we only had Boris for two days, I had killed Karloff off in the middle of the picture. And Sammy says, "What are you killing him off for? Why are you killing your leading man?" I said, "I only have him for two days." "Never think about that! Never think about limitations, budget, none of that. Don't think about it. Write it the way you want it. Worry about that stuff later. Later. It's not for the writing." And of course, it was brilliant advice. And he said, and we had the drive-in sequence, "Take him to the drive-in." "Do you have him in a tuxedo?" "Yes." "Do you have him in a tuxedo on the screen?" "Yes." "Have him in a tuxedo, and have Karloff coming at this kid on the screen, and in life." That was the ending that he came up with, which I thought was wild, and I thought, "I don't know if I can pull that off." But you know, it was such a theatrical conception that I had to alibi it all the way through, have him lose his guns and ammunition and it was... but it worked. People loved that ending. [INT: Oh, it's great. Yeah, that's amazing. I didn't know Fuller was that responsible. Yeah.] Fuller had an enormous, Fuller, I mean, without Sammy it wouldn't have been the same picture at all. [INT: And of course that has a line that I think is so great. It's when Karloff looks at Los Angeles and says, "What..." I don't want to misquote it.] Yeah, that was... [INT: I always say, "What an ugly town this has become."] That's the right line. [INT: Is that it exactly? Yeah.] It's exactly the right line. And with that, it's funny that you'd mention that line, because when Boris came to Los Angeles to shoot, he only arrived I think two or three days before we were supposed to shoot, and he came to my house for dinner, and, the second night he was there, and he says to me, "You have written the truest line I've ever read in a script." "Really, what line?" He said, "I was thinking of it when I landed in Los Angeles. "God, what an ugly town this has become."

INT: What did you think of Los Angeles when you got there in the '60s [1960s]? 

PB: Well, at first I sort of liked it. I mean it was so different from New York. You had to drive everywhere, which I thought was fun at the time. It became horrifying to me after a while to such a degree that I ended up losing my license on purpose so I didn't have to drive anymore. But for years I thought it was sort of fun, and the smog was bit bad and more noticeable than it is now. I, you know, don't forget the Old Hollywood, sort to speak, was there, so all these people were alive and it was exciting to go talk to Raoul Walsh and Sammy Fuller and John Ford and Howard Hawks and Hitchcock [Alfred Hitchcock] and Cary Grant and Jimmy Stewart, John Wayne, I mean, they were all there. So, it was fun. [INT: It was still an industry town? It was still a...?] It was an industry town, it all fell apart in the early '60s, but the Old Hollywood was still working, it was still functioning, even though it fell apart, the survivors were still there and still working. Hawks made his last picture in the '70s [1970s], '71 [1971], '70 [1970]. And Ford, '66 [1966], you know, they were still sort of hanging on. Sammy was still working. Orson [Orson Welles] was working when he came over. Cary was still making pictures; he didn't retire till '66. Wayne kept going. So, Jimmy Stewart kept going. So, you know, it was still... it was enough of it going on that it didn't feel like a ghost town. As it does to me now.

INT: Did you meet Welles [Orson Welles] for the first time in L.A.? Can you tell me about how you first met? 

PB: The Beverly Hills Hotel. He called me out of the blue. I ... He got my number from Daniel Selznick, who'd worked on TARGETS. And he called me up and his opening line was, "Hello, this is Orson Welles. I can't tell you how long I've wanted to meet you." I said, "That's my line." And he said... and I said, "Why?" He said, "Because you have written, because you have published the truest words ever written about me," beat, beat, beat, "in English." "Really?" This, he was talking about the monograph. [INT: Right.] And he said, "I'm over at the Beverly Hills Hotel, do you want to meet me tomorrow at the Polo Lounge?" I said, "Yeah." He says, "Okay, I'll see you at 3:00." I drove over the hill at 3:00 and met with him and we spent two and a half hours together, and that was it. I fell in love, and I guess he liked me. [INT: What I... what springs...?] Referring to my hot chocolate eyes, "Don't look at me with those hot chocolate eyes."

INT: What springs off the pages of THIS IS ORSON WELLES is a tremendous fellowship, kinship between the two of you. It feels like a relationship that was destined, you know, you were both waiting to find each other, that's how I always read your banter and your references and your comfort with each other. 

PB: It was weird, because I had of course been a fan, or a fan is the wrong word, I'd been a disciple, or a sort of an admirer, whatever you want to call it for many years. If I bought a movie book the first thing I'd do is look up in the index the references to Orson. I was always interested in Welles. Read books about him, and all that. And when we met he was so enormously disarming that I had the nerve to say to him that I'd ... there's one film of his I didn't like, "Which one?" "THE TRIAL." "I don't either," he'd say. Of course it turned out to be completely not true. But he said, "I didn't..." he didn't like it either, and I told him. And then, a few months later once we were pretty good friends, I said something about THE TRIAL, he said, "I wish you'd stop saying that." And I said, "But I thought you didn't like it?" "Uh, no, I said that to please you. I like it very much. But I respect you and value your opinion. And when you disparage a work of mine, you diminish my small treasure." Jesus Christ. Thanks, Orson, I'm ... and you know? So, from then on it was "that picture you hate. They're showing that picture you hate, in Paris. Do you want to go?" Then we were there together in Paris in the mid-70s [1970s], and he said, "They're showing that picture you hate at the ... on the Right Bank. They're giving me an award." "Really?" "Yes." "And they're giving me a check, which I need." I said, "They're... what's the check for?" "They're paying me to accept the award." I said, "What?" "Well, you don't think I'd accept an award without being paid, do you?" And sure enough, I saw them give him the award and Jean Moreau passed him this envelope. [INT: But within that...] And we saw THE TRIAL together. [INT: I see so much in that exchange about the nature of your relationship with him; at once you were a disciple of a man who was also needy and demanding of a certain something he was looking for from you, too, and there's a tension and a... that's curious and interesting to me about that in your relationship with him.] I think he had respect for me as a filmmaker, because he saw TARGETS and he liked it. And he loved THE LAST PICTURE SHOW, but I think it was I knew a lot about him, I admired his work, I had said that he was a poet, which is how he ... what he thought of him... he wanted to use the motion picture camera as an instrument of poetry, he once said. I saw beyond the surface, I said that his film, that it wasn't just CITIZEN KANE, that TOUCH OF EVIL was every bit as good as KANE. I was totally on his side, except for THE TRIAL, which I came around to eventually. And I think, you know, I'm older now than Orson was when I met him, and I can see where a little affection can go a long way. A little respect, and particularly when you're not getting much from your other countrymen. Orson was, people were afraid of Orson, but they didn't have that much respect for him. [INT: Isn't that interesting, because I always sensed from you--] They do now. [INT: His goodness comes through in his interviews with you. His disarming nature. I understand why people would be scared of him and yet you seem to me to have revealed another layer of him as much gentler and very approachable character. You brought that out is what I think.] Well, I think he had that, obviously. I mean he was like that. He could be like that. It depended on if he felt like being like that or not. And you could bring it out of him, yeah.

INT: I know you acted in OTHER SIDE OF THE WIND [THE OTHER SIDE OF THE WIND]. [PB: Yeah.] Can you tell me a little bit about the beginning of that, how you were introduced to that project and how you got involved with it? 

PB: Well, I was ... It started with a conversation we had in Guaymas, Mexico, when I was interviewing him [Orson Welles] for the book [THIS IS ORSON WELLES]. Because he asked me to do the book. The first time we met, he said, because I gave him a copy of my John Ford book [JOHN FORD], which was an interview book that University of California published, and he looked through it and said, "Isn't it too bad you can't do a nice little book like this about me?" And I said, "Well, why can't I?" "Well, you're a big Director now, you haven't got time." I said, "Well, no, I'd love to do an interview book with you." "All right, let's do it. I'd like to set the record straight." And that was the beginning of this... thing that went on for 10-12 years, until he died, really. And then the book sat on a shelf and finally we brought it out seven years after he died, it's ridiculous. But that's... it started out as this setting the record straight. And it was an amazing experience doing that. So, we were sitting down and sort of... I flew down to Guaymas to interview him while he was shooting CATCH-22 with Mike Nichols, which he very much did not like. He didn't like the whole experience. So, I went down there and I'm interviewing him. And one night we got talking about how these Directors that we all admired like King Vidor and John Ford and Howard Hawks, all of whom he admired, were having some difficulty getting work. And he went, he got very upset about it, very upset about it. And the next day he came in and he said, "I couldn't sleep last night thinking about the, all these Directors that they say are over the hill, my God, you know? The best age is youth and old age, are the two great ages, middle-age is the enemy of life, as middle, as the middle-class is the enemy of society." And he went into this whole thing about youth and old age, and old age must be cherished and not ... "Don't let them just be sent away. God, it makes me..." and he was very upset. And he decided to make this film that he had been thinking about making for some time. It had started off as an idea about a bullfighter, a young bullfighter and an old matador. And then he switched it to a young filmmaker and an older filmmaker. And then he was gonna be, he was gonna play it and then he decided John Huston should play it. And that was a funny decision. But anyway, he started to work on this script, which he'd already sort of been sketching out.

PB: The next thing I knew, a year passed, a little bit more than a year, and this was now toward the end of '70 [1970], and I was preparing to shoot THE LAST PICTURE SHOW in Texas. And he [Orson Welles] called me and he was in L.A. at that time, and he said, "What are you doing on such and such, Thursday or something?" And I said, "Well, I'm going to Texas that day." He said, "What time do you leave?" And I said, "I don't know, the plane's at 3:00 or something." And he says, "Good, on your way to the airport, you know where the planes fly, where the planes fly very low over the... meet me there, I'm shooting, I want you to be in the picture." "What are you shooting?" "Well, I'm shooting a dirty picture." "You're shooting a dirty picture?" That's how he referred to THE LAST PICTURE SHOW, "dirty picture." So, I'm shooting a dirty picture. It turned out to be THE OTHER SIDE OF THE WIND. And at that time, I played a different character entirely than I ended up playing. [INT: Was there a script?] There was a script. There was a long script. And he--quite a detailed script. And not that I ever saw him use it much. I mean, he sort of said, "You say this, and you say this," and so on. And we shot, and I was playing a young cinema buff, you know, like a guy who writes for film magazines, only he wanted me to do it like Jerry Lewis. He loved my impressions. So, he wanted me to do like Jerry Lewis. It amused him. And so he wrote lines like, "Do you think the cinema is a phallic?" I would lean with the mic to Mr. Hannaford. Of course, John Huston wasn't in the picture yet, because he, Orson hadn't quite decided to have him in it. He decided... and so it was all played off-camera to Orson. Because he didn't really decide to have Huston in it, until he had already shot quite a bit of stuff. Around that character. I ... we were in Paris together when he made the decision. We were ... we'd eaten this at some out of the way place, some great restaurant, which I never was able to find again. Some backstreet, and we were standing in front of the restaurant on the street, and Orson's having an argument with himself, "God, I don't why I shouldn't play that part myself. Why should I give it to Huston? It's such a great part, why should I give it to him? But he's so right for it, damn him!" And he did, he finally gave it to Huston. And then, but by then it was whole a lot of things happening, and I ended up playing a totally different part. Playing the second lead. [INT: That's funny, why did that ... was the script just evolving as he was shooting it?] No, no, he hired Rich Little to do a character that was very much like me. [INT: Oh, so he just replaced you and gave you another part? Really.] He replaced Rich Little. [INT: I see.] He fired Rich Little, because he said, "Well, Rich Little can't act. He can't act." You know? And so I said, "Well, why don't I play it?" And there was a long pause, he said, "That never occurred to me." I said, "Orson, the character is a Director, who's had three hits in a row, does impressions, is a little arrogant, and it never occurred to you that I... the part is like me, this is supposed to be me in a way, isn't it?" "Yes, but you're playing that other part." "Well, anybody could play that. You can write that out and put somebody else in." "You're right, would you play it?" "Yes." "Okay." Well, that was how I got that one. [INT: So, ultimately, it almost sounds to me like he began by casting you in a part somewhat based on you before you ever met him, and then decided, no, I'd rather Peter play who you were at that time.] Yeah. [INT: A Director of successful films. Yeah.] By then, yeah. [INT: And then it's curious, did you get the feeling the film was going to perhaps not get finished ever? Did it have the...?] No, I thought he'd finish it. I thought he'd finish it. [INT: There's something about that movie that sometimes strikes me as a... it was like an activity for him? Not necessarily a...?] No, he wanted to finish it I think. I don't know. [INT: Is that unfair for me to, you know?] It's hard, hard to know. He did a lot of things. Orson was working, this sounds like CITIZEN KANE, I don't know. [INT: He was a complicated man.] He was a complicated man.

INT: When did you decide to make a documentary about John Ford [DIRECTED BY JOHN FORD]? How did that occur to you? Why Ford? 

PB: The AFI [American Film Institute] called me, George Stevens, Jr. called me and said they wanted to make... That the DGA, that the AFI was going to make a series of films about Directors. And they wanted to begin with Frank Capra. Did I want to do it? And I said, "Well, I would do it, but I don't think you begin with Frank Capra." "Who do you think you should begin with?" "John Ford." "Oh. Would you do John Ford?" I said, "Yes." That's what happened. Had you met Ford prior to this?] Yeah, I'd already done... [INT: Oh, you'd done the ESQUIRE piece?] I'd done the ESQUIRE piece and I think I had done the book already. Maybe not. [INT: How did you like Ford?] No, I think I had done the book by then, yeah. How did I... well, Ford was, you know, very complicated. I liked him. He was... he'd picked on you. He'd pick on you, if he liked you, he'd pick on you. And he picked on me. [INT: But you withstood him.] But he also... [INT: I mean, that's part of the charm of that movie is how you stand up to him really and you take his shit. You know?] Take his shit, yeah. You had to take his shit. John Wayne took his shit for years. [INT: Yeah.] So, we went and did it and you know. [INT: How did he feel about having a film made about him?] "How'd you like it?" Well, I just asked him after it was screened. Ronald Reagan introduced it at a screening; everybody was there. Afterward I went over, "What'd you think, Jack?" He looks at me and he says, "Good job at a dull subject."

INT: Did you purposely, I've always felt you must have fed him [John Ford] leading questions, questions designed to irritate or...? 

PB: No, I was hoping he'd answer them. [INT: Really?] Yeah, I thought he'd answer them, but he wouldn't go anywhere near intellectual questions. [INT: Yeah. Yeah.] But don't forget, by then when I did the interview, when I did the thing with Ford, I had only, I had directed TARGETS by then. And hadn't made PICTURE SHOW [THE LAST PICTURE SHOW]. PICTURE SHOW changed everything. [INT: Did Ford ever talk to you about your work?] No. [INT: No.]

INT: Did any of the Directors like Hawks [Howard Hawks], or ... Who you were close to? 

PB: Hawks made an oblique comment once. [INT: Really?] When I said, "How come you didn't ... How come you decided to stay in that town or something, you didn't ever leave this town?" Something, some reference, and he says, "Well, you never left that town in that picture of yours, did you?" I said, "No." "Well, there you are." [INT: And he was referring to Texas?] LAST PICTURE SHOW [THE LAST PICTURE SHOW]. [INT: Yeah.] That was about it. And then one time Hitchcock [Alfred Hitchcock], at a screening of FRENZY, at Arthur Knight's class, some student, I was sitting, I was his guest, and some student said, "Are there any young, are there any new films that you liked, Mr. Hitchcock?" "Well, I haven't seen too many," which was a lie, because he's seen them all. He said, but "I very much liked THE LAST MOVIE SHOW, and WHAT'S UP DOC?" Got the title wrong. That was it, and everybody laughed, because they knew I was there. That was it, never said anything personally to me. Renoir did. Renoir did. Jean Renoir. But Jean Renoir was the only one ... artist that I ever met, filmmaker, who was really, reminded me of my father a bit. He was very generous, and very encouraging. Orson [Orson Welles] could be encouraging, but not like Renoir. [INT: Did you meet Renoir after you had been directing?] No, I met in '65 [1965], I think, before I had made anything. He was extraordinary. He was my favorite. [INT: I love the photograph you have of that room. I think it's so...] That was his living room, yeah. It was like paradise being in that room with him.

INT: Tell me how PICTURE SHOW [THE LAST PICTURE SHOW], again at the, even the title feels leading, knowing that your plays that you did were all Hollywood, that there's a movie in the title, it's curious that that became your breakthrough film as a Director.

PB: Yeah, it was odd, isn't it? It's all sort of coincidental. I was in a drugstore, looking at the paperback rack, and I saw the paperback called THE LAST PICTURE SHOW, and because of what you just said, I was interested in movies, I picked it up. It turned it to the back and it said a bunch of teenagers growing in Texas. I thought, "What, I don't have no interest in that." [INT: Right.] I put it away. A few months later, not very many months later, Sal Mineo comes over to the house and gives me a paperback of the same one I had seen in the drugstore. He says, "I think... this is a book you might like to make as a picture." I said, "Really?" He says, "Yeah, I was wanting to play the lead, but I'm too old now." So, I read it. And I thought it was a good book. I couldn't figure out how to do it as a movie. Because it didn't have a direct plot. It didn't have a... and it was a lot of people. And it was a lot of sex, and it was all played in about one year in this small town. And it was not really in the ‘50s [1950s]--it was in the '50s, but it was sort of a general '50s, it wasn't very specific. In fact, it was sort of all over the place. And the more I thought about it, one of the things that I've discovered about myself, don't forget I was ... this was my second movie, so I didn't know much about myself. And I don't know that much now, but I know more than I did then. Oh, because a lot of people have thought of me as being a rather self-analytical, self-conscious filmmaker. And I never was. I acted, often moved on instinct. But I noticed about myself that if I don't know how to do something that interests me, because I want to know how to do it. And I didn't know how to do PICTURE SHOW, until I thought, "Well, I'll just do the book. Just tell it, just do a year in the life of this town." And that's what we did. And that was what, how we decided to do the book was to do the book. Not change it really. What we did was we dropped things out that was too much, because you couldn't do the whole book. But we did, basically did the book.

INT: What size movie was that? What was the schedule and budget of PICTURE SHOW [THE LAST PICTURE SHOW] and...? 

PB: Well, it was considered a low-budget film. At that time the Guild [DGA], the unions had decided to give a special dispensation if the movie was a million dollars or under. You didn't have to take as big a crew. Everybody got paid less. The Actors got paid scale; except for I think Ben Johnson and Tim Bottoms. I know Cybill [Cybill Shepherd] got $5,000 or something. Jeff Bridges got $5,000. Ben Johnson got $10,000 for 10 days. And the schedule was originally 40 days. No, it was eight weeks; eight times six, what's that? [INT: 48.] It was 48 days. And I went over. We went over. We went to 60 days. And I almost got fired because of it, but they didn't. Because we definitely went over, and, but if I'd known more I wouldn't have gone over, I probably would've been able to do it in 48. And so, the picture ended up costing $300,000 more than a million. It cost a million, three. It was still a low-budget movie. It wasn't anybody in it that was known, except Ben who was not well known. [INT: Right.] And it was... it was sort of the New Hollywood kind of movie, BBS [BBS Productions] made it, they had made EASY RIDER; they'd had a big hit with that, and they had a big hit with FIVE EASY PIECES. And so this was in that tradition. And because Columbia [Columbia Pictures], well, you know, EASY RIDER changed a lot of things, because it was this $900,000 movie that grossed a fortune; won a Prize at Cannes [Cannes Film Festival] and all that. So, those guys had some clout. And this... and FIVE EASY PIECES was highly regarded, and did well. But ours was the first, PICTURE SHOW was the first one to get nom, Oscars for them and all that, so that was a big deal. But it was highly regarded and got great reviews.

INT: When making it [THE LAST PICTURE SHOW], did you know that you were on the verge of creating something that was going to, in a sense, last you a lifetime, that you were making a film that was going to change your life? Did you have a feeling that the experience was that life changing? 

PB: Well, the movie... the experience was very life-altering. But you know, again, you're in the middle of it, you don't really stop and look at it. But it did alter my life. While we were making it, my father died, had a stroke and died during the making of the film, buried him on the weekend. [INT: Wow.] When I flew to Phoenix. My marriage, I had ... fell in love with Cybill Shepherd and she fell in love with me. That became a thing that we tried to keep secret while the movie was going on. We kept telling each other, it would be over when the movie was over. And it didn't work out that way. The marriage broke up. Polly [Polly Platt] had been a, you know, was the Production Designer on the picture, so it was...she knew about it while it was happening. It was a tumultuous experience. [INT: And such an amazing result. Did you--were you surprised by the success of the film? Did you think it was...?] Yeah, I was totally surprised. I had no idea. I thought it would be a... I hoped it would be a good picture, obviously, and I was, very ... had a lot of, I had a lot of--I fought for it. But I had no idea. I thought if we, we'd be happy if we made our money back. And it cost a million dollars, if we made three, I'd be happy. It grossed, grossed about 30. And Oscars and all of that. No, I had no idea.