INT: My Name is Bob Balaban, today is April 19, 2011. I am conducting an interview with Barry Levinson for the Directors Guild of America’s Visual History Program. We are at the DGA in New York.

INT: What’s your name, your full name? Don’t lie.
BL: My full name is Barry Lee Levinson. [INT: At birth, was it that name?] Exactly the same name. [INT: Nickname or nicknames that you can say?] No. Don’t have one. [INT: Birthdate?] 4/6/42. [INT: And the city and the state of birth and country if it’s not the United States?] Baltimore, Maryland.

INT: Lets start [Barry Levinson]. I'd love to hear about THE BAY?
BL: THE BAY is an inexpensive, two million dollar theatrical film. It started as a, I was going to do a documentary about the Chesapeake Bay, about all the ecological issues there, the fact that 40% of it is dead. I was approached by someone to do a documentary about it based on my feelings that sometimes there are these documentaries that are really terrific, well done, fact based, etc. and we just don’t pay attention. FRONTLINE did a great documentary on the Chesapeake Bay. It said 40% of it is dead, showed all the reasons it was contributing to the pollution problem and nobody cares. They don’t get outraged about it. Someone approached me about doing a documentary, which I thought needed to be more in your face and really kind of use some of theatrical ways to pull us into some of the issues. I had a couple meetings, and I said, “I don’t mind doing it for free, but I don’t know that I need all these hands in the mix here. I’m just not used to working that way.” So I pulled out of it and about a week or two later, I was talking to my assistant and I said, “You know, if you took all that information and you tweaked it a little bit, you could end up with a theatrical piece.” And so we converted into a theatrical piece. Its style is a documentary, it looks like it’s a documentary, it looks like it’s made up of all of this footage from all the people that had all their cameras and cell phone devices and still cameras when this disaster happened in this small town on the Eastern Shore and someone put all of this together to piece the events that took place on this one given day, this ecological disaster. And so, it becomes a horror film with a, at its core is a ecological issues in there even though we don’t hit it over the head that way, but it’s in there, it’s buried in the piece. The fun of it is shooting fast; we shot it in eighteen days, cost two million dollars, used every kind of digital platform, from an iPhone to a little bit more upscale. We didn’t go up to the really good digital stuff, but we were in there, and we treated and played with it. We gave people cameras, scenes so that it seemed natural. Somebody might be filming and the other person takes the camera away, and it’s all done in one shot. You’re working, in a sense, with all the new platforms that are available.

INT: But you also managed to, in a way, you’ve synthesized, you put together everything that you’ve done in your entire career, and now it’s going to be in a movie, yes?
BL: Yeah. Well, what happens is that sometimes you’re unconscious of how you’re going that way. I started out basically working in news departments when I was in college, then I went into television and I was around that, then I go like into features, and then I started to do these documentaries. In these past few years, I did a couple of these different documentaries. This one, I took the documentary techniques, the theatrical techniques and blended them together and tried to make them as raw as you possibly can, so you really think this may be real footage. And so to use it, and then of course, we’ll make each one of those cameras different so they all have different textures. A Google phone is going to have a different texture than say a Casio or whatever and all of those kind of consumer products. The piece is built together that way. It’s another way to tell a story. It’s a different way to tell a story. You wouldn’t tell that story ten years ago, you couldn’t tell it in that technique. What’s fun about it is we’re seeing the change that the technology is changing, which is going to change the storytelling, and we’re about to see an opening of a door to a whole other world of storytelling, I believe, because basically up until the past ten years, you had to have that camera, and that camera told the story, and only a few people could get a hold of the camera in the real sense. I mean, there’s been video, but that didn’t quite happen the way digital is pushing the barriers of where we’re going. So, it was exciting to work that way. You’re working extremely fast and applying the technology of today in telling a story, as I have said in repeating myself, that I don’t know you could’ve quite done that way.

INT: How did you develop it, Barry? Is it a script? Is it an outline? How did you do that?
BL: It’s a script. It is a script. And then from the script, you basically work within it, improve within it because you’re casting a lot of local people, and you got to give them a certain amount of room so that they have a freedom, so it becomes very spontaneous. When we shot this in South Carolina and said, “There’s a pool party and something is happening, something is going wrong,” you’re just kind of telling these people the basics of what it is, and then you’re letting it all go, and you’re getting these bits and pieces that you know will basically tie your story elements together, but it seems so kind of natural as opposed to line, line. It’s messy. And you have to find that place where it’s messy enough that it seems real, but not so messy that you cannot understand what’s going on. It is a combination of a screenplay, a lot of improvisational elements, and the surprise of what’ll happen because you’re putting cameras sometimes in different, in real people’s hands. So, they may not be framing it the way, and then you gotta hope that you didn’t lose the shot completely, but that somehow the way they’re doing it adds a certain tension to the piece.

INT: It must take, I don’t know if you’re aware of this, but it must take a real comfort level from you directing this to be able to deal with mistakes, things that come up at the last minute, to appreciate things that you didn’t intend to be there necessarily. This is in your background, though, as a very early improviser, yes Barry?
BL: Yeah, because I studied theatre for a few years and did a couple years of improvisational stuff, and I did improvisational stuff in stand-up, etc. So what happens is you have to have control and then you have to allow, give up the control because you can’t say, “No. It’s gotta be just that way.” You have to find this elasticity in it, in a sense, so that things can keep impacting on the piece all the time. You know where you want to go, you know what you want to do, and you gotta be open enough to allow for mistakes and great mistakes.

INT: And these are not professional actors? Are any of them actors?
BL: The core is, but during the shoot, for instance, I had this one little sequence where there is a young girl, fifteen years old, and she has an iPhone, and she’s talking to her friend, and she’s showing that she’s got these blisters. We have to send her off into this bathroom where she’s supposedly talking to her friend, so we have no video tape to it, and I give her some things, “Look, this is what’s going on in the story, this is what’s happening: You talk to your friend and you show the thing,” and I send her in there. I could hear her through the door talking, and she was very convincing. She was so convincing, I let her go on for three and a half minutes talking in there. And then I finally looked at the playback and said, “Gee, this is really good.” Then I told her a few other things and she went back and she did it again, and she did a great job, she’s a day player, and I said to her, “Look, it was really good. I’d like to use you again.” I could see she wasn’t really happy and I said, “Well, what’s the problem?” She said, “Well you know, I’m going to need a note to get out of school.” So I ended up putting her through the movie. I kept using her in different sequences because of, there was something about her that was intriguing. So look, it may work, it may not work in that regard, and you have to keep playing and crafting the story beats that you want to do as you go along. You have to be open enough to take in what’s there, and at the same time, you can’t just let it go any which way or then you’ll end up with something that becomes totally nonsensical in some fashion.

INT: But you have total, in this case, you have complete freedom to basically deliver anything you want, yes?
BL: Basically. We made the deal that, look, this is what it’s going to be: It was designed to be a documentary-like piece. It has things that’s scary along the way, and there is a certain amount of science that works all the way through it. It’s got its beginning, middle, and end. It has all the aspects of, you know, form. And within it, you got to find this discovery. So we were also shooting underwater with these little kinds of cameras. We were out on boats; we have a July 4th celebration going on or whatever with all these little kinds of cameras and shoot it in an eighteen-day period, which was a lot of fun.

INT: I’m geographically challenged, so I have no idea where Baltimore is. Is Baltimore on the Chesapeake Bay?
BL: Baltimore is up into the, all the way there. We shot it in South Carolina, but the Chesapeake Bay goes down along the eastern shore and out into the ocean. You come in, it’s a protected harbor where Baltimore is.

INT: So this is not autobiographical in any way, this THE BAY?
BL: It’s not autobiographical in the sense of me or whatever. It is accurate in the sense that the Chesapeake Bay is severely polluted. 40% of it dead, the chicken runoff from all the chicken farms where they have hundreds of thousands of chickens in these small little shacks, that there is this kind of runoff of chicken excrement into the bay. It is steroid laced, you know. It is changing the dynamics of the water. There are all of these agricultural issues that are impacting on it. And you taking all that information is how you build the story.

INT: Do you want to start talking a little bit about Baltimore and growing up there and your childhood in Baltimore, Barry?
BL: To me, growing up in Baltimore, it felt like our version of sort of like Andy Hardy [Andrew Hardy]. That’s the way I kind of pictured the area because it was an extremely isolated area of Baltimore and a Jewish area. The interesting part about it is that you have this kind of nurtured period of time and because we were the first generation to drive cars, that can go out of our neighborhood as teenagers, and all of a sudden, we realized there’s a whole other world out there. So in other words, what I had said and I think I covered it in AVALON, I mentioned that I thought the whole world was Jewish because that’s all I knew. And then all of a sudden, when we would started to drive, then all a sudden we realized not only isn’t the world all Jewish, but we’re a very small minority, that there is very few people who are actually Jewish. And then, we began to deal with the world, which was somewhat of a shock in a way, greater Baltimore and all the dynamics that play out in terms of class distinction, your background to other backgrounds, and in a sense, the beginning to evolve and the beginning to understand the complexities of the world outside of what was originally this very small little cocoon-like world.

INT: What were your early interests when you were, were you a puppeteer? Did you do anything that would lead you to look back on it and go, “I see. I was a filmmaker?”
BL: When I was young, I was ill a lot, so I was in and out of hospitals a lot, and I was home and missed a lot of school. [INT: With what?] I used to have all of these intestinal kinds of problems at a very young age, like from ten on. I was in the hospital on and off for a number of years, and I missed like a half year of school at a time. So, I saw a lot of television, and so I saw all these TV shows. Everything from the soaps to the thing, to the whatever and all that kind of stuff. I loved those particular pieces and old movies because they also used to show old movies during the day. It used to be the early show so like at 4:30 in the afternoon, I would see some of these old movies, movies I never heard of, and it seems ironic that you can watch, for instance, CASABLANCA could be on the early show. So that’s how I would know about some of those movies, and so I began to see a lot of this stuff and also a lot of the variety shows and the comedians. So I saw a massive amount of those things. And I remember, and here’s one of the strangest things: I was in a hospital bed, this sort of gives away my age in a sense because it’s before remote control so the TV is on and you can’t change the channel, and I remember lying in this bed, it’s in the evening and the television is on, there’s a show and it’s from CBS. You could see the outside of the building, CBS Television City, they’re doing some show and it’s outside, and I hate this show. I don’t like it at all, and I don’t feel well, and I’m lying there, and I don’t like it. I said to the nurse when she came through the room, “Could you please change the channel?” And she looks at it and she says, “Why?” I said, “I don’t like this show, I don’t like it.” And for some odd, strange reason she says, “Well, do you think you can do better?” which is the strangest comment in the world, do you think you could do better, the most peculiar comment. And I said, being all frustrated and everything, “Yes, I can do better.” Now, I was probably fourteen or something, fourteen, maybe fifteen. The irony is, and I’m going to jump forward, Baltimore, in the hospital, fourteen, fifteen years old, something like that, get a job working at THE CAROL BURNETT SHOW, parked the car in the lot, and I start to walk towards the thing, CBS Television City. There’s the canopy and I’m heading in, and I got chills and I said, “Oh my God! It’s CBS Television City,” and I remember the nurse saying, “You think you can do better?” and I said, “Yes, I can.” And there I am going in there. It was only like twelve years later. When you think about how time is, it’s like twelve years later. If somebody could have said to me lying in that hospital bed then, “One day you’ll end up writing for THE CAROL BURNETT SHOW,” or, “You’ll be working in television,” or you’ll be doing any of those things, I would have said, “That seems impossible.” It would never have occurred to me. It never occurred to me to even go into the business, and how I got in is only by accident because I had really no plans whatsoever to go into this business because I had no one, there was no example. In Baltimore, who was going to say, “Well, when I grow up, I’m going to write, I’m going to direct.” It wouldn’t have been a discussion.

INT: Were you a writer? As a kid though, did you enjoy writing in school?
BL: I wrote, but I failed everything, so I always thought that I couldn’t write. And the reason I didn’t learn until much later, and this is again which why this whole debate with teachers and everything else is how important they are, how astoundingly important teachers are in terms of like affecting our lives in a positive way. I failed everything in high school in terms of writing. Everything I did, I failed. The reason is I didn’t really care how good a grade I got, it was of no interest to me whatsoever. So, if I didn’t like the subject, I just didn’t write about it. I’d write about another subject. It didn’t matter to me. You could not intimidate me to write just for a grade. In college, I had a teacher in this writing class and he said, “OK, I want you to write about," whatever the heck it was, you can write about whatever and he said, “I’ll read what you write to the class.” It took me back and I went, “Oh my God,” he’s going to read it to the class. So when I sat down to write, my motivation wasn’t about the grade, it’s if I write something and it’s really boring, I’m going to have friends saying, “Gee, that was the most boring thing,” like, “God, was that terrible!” And so, I was writing for the audience, my friends in the class, not for the grade, for them so that they would say, “Oh, that was interesting,” or, “That was fun,” or whatever to get a response. And that teacher, in a sense, that’s what he did so that you were responsible, your writing has consequences. How do we react to that? And that was the first time I began to write and think that writing isn’t just on a page and a grade, writing is to somehow affect someone else in all the different emotional ways that you could affect someone. And that was the beginning of actually beginning to think about the consequence of writing. Seems kind of naïve that I didn’t put that together as a kid, but it connected with that one teacher.

INT: But it also sounds like the teacher figured you out in some real way.
BL: Yeah, and that’s what’s so influential, and so that became a real key thing. And the other thing at American University, I had this professor in terms of television course. The only reason why I was taking the television course, it sounds really nutty, is I was looking for the easiest thing to take. Well, if I take a television course, how hard can that be? I watch television, that’ll be easy. That’s a lot easier than taking something about Roman history or whatever, so I’ll take the easier course. And of course, I was really fascinated by it. I did well. The professor happened to be the program director of Channel 9 in Washington D.C. who said to me one day, “We have a training program over at the station, and I think you ought to apply for that.” And so, I got the job there, and it paid $50 a week, forty hours. It was like an apprenticeship, and you learned everything about television, in a sense, you were the floor director, you worked the Teleprompters. I worked on the RANGER HAL show, and I began to understand the puppets. I would ultimately do puppets, and I would make up sketches that the puppets could sing, and how do you do this? What if you take some old film and you play with that? You would do all this stuff, so I’d find some of the old archival footage that was available…[PHONE RINGS] So, I would pick up archival footage and I’d say, “OK, if I take this archival footage, and if I play this particular song, by THE LOVIN’ SPOONFUL, and then I mix in some of the puppets doing this with it, I can make these little sketches for the RANGER HAL show.” And so I would do all of that. And then I got to the point where I was an assistant director on the news program and other things and therefore you were working in the newsroom, and then you’re having to get all these kinds of visuals to be put into it, so I was doing that. And then I got a chance to direct in the local news as well. So I got an experience in all of those elements, and it was this great apprenticeship in a way. I mean, there was no one really to teach you. They didn’t teach you anything. You kind of like had to find your own way to survive it, but that was a very influential period of time.

INT: But when you got in there, I imagine you were patterning yourself after your dad. And were you going to go into your father’s business?
BL: Well, my single biggest ambition was, because my father was in the appliance business, my biggest ambition in life was not to work in my father’s appliance business. That was my biggest single ambition in life, was not to do that because I did not understand how to talk to people about appliances. I mean, I remember being as a kid, I would watch him, because I would work in the store, and he’d be over there talking to somebody about this refrigerator. I’d see them, they’d be talking and talking. They’d be talking for ten, fifteen minutes about it and they’re all totally, and I’m wondering, “What is he saying? What do you talk about that you can talk twenty minutes about a refrigerator? What is that?” But he had this real investment in this product, and he could really sell it, and he did it well. That’s at the fundamental of everything. He told the story of the refrigerator that got the people involved in, but that wasn’t the story that I wanted to tell. I wanted to get, because he sold televisions and that became the big part of his business, I was curious about what could go into the TV at that point, that became my fascination.

INT: In your career, periodically, you have gone back and used this material, everything that you couldn’t be a salesman, but you could sure make a movie about sales people. TIN MEN must have come out of that?
BL: TIN MEN came out of DINER, when we were doing DINER, and I was saying to the assistant director, we were talking about extras and I said, “To the right side, it would be to the younger people, the young guys, which is our focus. To the left side will be these older guys.” He said, “Older guys?” Yeah, ‘cuz I said, “That’s where all the tin men sat.” He said, “Who were the tin men?” I started to tell him the story and he was kind of interested in it. And I began to think then, well, that would be another story to tell. In the Baltimore stories that I’ve done, I’ve tried to carve out a particular thing that interested me. I was fascinated by the tin men because, to me, they were the Damon Runyon characters of Baltimore. They were flamboyant, etcetera. I set it in the ‘60s, so in a sense, in my mind, and this is in the writing of it, they are the Rat Pack in its last days, and the rise of feminism, which is the Barbara Hershey character, that to me was going to be the end of the era, the end of those kids of guys with the Cadillac and the things, and the dressing all cool and all that kind of stuff, that’s coming to an end, and this transition is about to take place. But I was always fascinated by those kinds of guys ‘cuz they were so colorful. When I would read some Damon Runyon stuff or had seen some movies that had a Damon Runyonesque feel, they were always New York. I didn’t want to work from that. I wanted to work from what I knew, and all those things existed in Baltimore, at least that version of it. I was intrigued in a sense by finding a way to show things that I was close to in my life in a way to take it from Baltimore and its specificity and take it outside so people could view it and still be intrigued by it.

INT: But it’s interesting because by not doing it in New York and by doing it where you knew, in a smaller place, you universalized it, right? I mean, it’s far more accessible to people.
BL: That’s the way it turned out, but I didn’t realize it at the time. I mean, when I was going to do DINER, there was all that talk about shooting it in Chicago or something. Somehow, it was going to be cheaper to shoot it in Chicago. And I went there, I’m going to direct my first film, and I remember walking around and looking at things, and I’m going, “I don’t know how to do this at all. I haven’t a clue. I don’t understand any of this. I don’t understand the streets, I don’t understand the buildings, I don’t understand how to shoot anything." And so I said, “Baltimore,” and we were able to make it work for the dollars because as a director, you gotta find a way say, “Well, I understand this,” ‘cuz if you don’t, you’re like in some kind of strange vacuum and you’re trying to create a reality when you’re not even sure, there’s no comfort to how it will evolve.

INT: Can I take you back, Barry, to getting out of Baltimore, going to college, and how your path lead to coming to California a little bit after you went to, after you studied, was it radio and television you were studying in college? So how do you end up in Los Angeles? What happened?
BL: Broadcast journalism in American University. What happened was I got, as I say, I was a floor director, assistant director, I got a chance to direct some shows. And then I had an opportunity where I might have become a director at the station, which would have paid a lot of money back then, you know, I’m only 22 or 23 or something like that. I didn’t want to take that job because I already felt like I kind of know what that is, I mean, it is what it is. You’re doing that and you’re going this, snap, and it just felt sort of limiting in a way, so I quit and went back to school full time. And then I came back to the station again about six months later because this girl I knew worked in the promotion department, and I came back. The same professor, whose the head of the station, and I said, “Rosalee is quitting, would you like to take that job?” He said, “Well, you know that’s sort of like a secretarial job in the promotion department.” I said, “I thought it might be intriguing in a way, you know?” And he said, “Well, you were assistant director. Why would you take this secretarial type of job?” And so I took it. And basically all you’re supposed to do would be like “The Case of the so and so, PERRY MASON, Sunday at 9 o’clock on channel 9.” That would be, you’d write that type of stuff out, these little tiny things. There wasn’t much to do other than that kind of copy writing. But I wanted to do more and then I started to fiddle around and push to do more promotional stuff. The very first thing that I got lucky with is they said, “We need to do, “ because channel 9 used to have the Washington Senators on their station, and so they need to have some kind of Senator baseball television spot, so they said, “Well, we got to put something together.” I ended up taking all this footage of rundowns between first and second, and second and third, and third and home, all those run downs, and I got this piece of music from Dave Brubeck called the UNSQUARE DANCE and I cut it to music. And so, they’re cut in these rundowns. You’d just hear that music, that Brubeck thing. And it just said, “Senators Baseball, Tomorrow 8pm, Channel 9.” That’s all you had on the screen. It was kind of very entertaining. [INT: Did people realize how great that was, what you did? Did it get noticed?] It got some attention, but it was such a peculiar thing to do. And so, I ended up getting an offer to go to channel five, which is a Metromedia station back then. Metromedia was not a network, so it needed to develop all of its promotional Internally, everything ‘cuz it didn’t have a network to give them promotional stuff. That’s why the baseball one, I got to do ‘cuz the network wouldn’t provide it ‘cuz it’s local to that. So, channel 5, Metromedia, everything you had to create. And I began to fiddle around. As it turns out, one of the strange events, the guy that hired me, terrific guy, became ill. He was the head of the department, and he was out, so there was nobody running the department. I’m new, so there was no one to tell me basically anything. I could do whatever I wanted. And so, I started fiddling with everything I could play with, especially music because I sometimes think about we were the first generation to grow up with rock n roll and music was everywhere with us. And so, I was always thinking about music and film. And so whenever I was making spots, I was trying to use music and use that all the time and playing those things off one another. I got an opportunity, the station was going to have a 5 o’clock newscast. I designed this thing about a young girl, and what a young girl’s world was like, etc. I had to go out and film it. Now, I’d never filmed anything in my whole life, so I had this camera guy, but I didn’t understand anything about editing in the sense that you do all that. We would film it literally, exactly the way it would be shown rather than, if she made a left turn, you’d go, “Cut.” There wouldn’t be like make a left turn and let’s see. It was cut in the camera. And so, it was basically like a young girl’s journey in Washington D.C. and I played some music that was contemporary to the time. It applied somehow to the news in some fashion. I would do these various spots, and I would find different ways to try to engage an audience. I remember one, the ten o’clock news. They were going to start the 10 o’clock news. There was a white screen and a little robot that was sort of moving along with a little thing turning on the back of it, so he’s a wound up little toy. It talks about how busy our day is and everything else. The thing sort of runs out of juice, and it just stands there, and it said, “For those who can’t stay up until 11 o’clock, there’s now an alternative. There’s now the 10 o’clock news. You might call it an early retirement program.” [INT: Did you write this spot?] Yeah, so I wrote this spot. There were these very odd spots for, that no one did quite those crazy things like that. An early retirement program with a little robot moving across the screen. And so I did all of that stuff, and I kept turning these spots out. All I did was stay there and spent all my time inside of this place, making spots for every imaginable thing ‘cuz as I say, there was no head of the department anymore, so there was only me. So I was doing everything I could possibly come up with to promote shows.

INT: It’s so interesting because you had no real plan to become a director, but you were doing everything that would be the best apprenticeship for becoming a director. You were in training to be a director.
BL: Yeah, but I wouldn’t have known it. [INT: Where do you get your confidence from? Did your mother tell you could do anything? Why do you have it?] I don’t even think it applies to being a, confidence. I think it’s a little bit like, you have this thing and this thing, and if you put that thing with that thing, wonder what happens? What happens? It wasn’t like, what’s going to be the consequence? What happens if you did this and this and you stick that with that? What does that do? That was the fun of it. It was literally playing with everything that I can get my hands on. And so that became really exciting to me. I would of continued to just do that because it was so much fun to me, that’s all that I would care about. And then I had this thing where I could be made head of the department. I remember the conversation ‘cuz the other guy wasn’t coming back and they said, “We’ll make you head of the department.” I said, “Well, what do I do?” And he said, “Well, you become head of the department.” I said, “Yeah, but what do I do?” He said, “Well, we’d have somebody like you, would do the work.” I said, “But I like doing the work. I don’t want to just tell someone to do the work. Doing the work is the fun part.” And so, it was at that moment that I realized this idea of advancement is that you’ll get further away from doing the thing that’s the most fun, and I ended up quitting because of that, because they wanted to make me head of the department, so I ended up quitting. Then I went to Los Angeles. And in Los Angeles, I really didn’t know what to, what to do or what I was really wanted to get into.

INT: Did you just pack your suitcase and you left? Were you scared?
BL: No, I wasn’t actually. I didn’t have any idea what I was going to do because, as I say, I never had these goals, these specific goals. It wasn’t like I said, “Well, I’ve studied and now I know about like this and therefore I’m going to apply it.” I did not know what to do next, but I knew that that was done and there was no more fun in what I was doing except just running a department, and the idea of doing that was not intriguing to me. So the question is, where do you go from there? And so it was like, it’s time to start over.

INT: Did you meet Craig Nelson [Craig T. Nelson] at that point?
BL: I met Craig [Craig T. Nelson] when we were in acting school. [INT: So you took classes when you got to LA?] I’ll tell you one story, which has no, except this is literally the happenstance of things in life. I was living down in Manhattan Beach/Hermosa Beach area. I’m down there and I get friendly with this guy named George [George Jung], and George [George Jung] and I hang out together and this guy named Tuna, and we would all hang out together, etcetera. At some point, he’s broke, I’m broke, none of us have money, and so we get like one place. We shared this apartment. One day George [George Jung] comes up to me and says, “Listen, I got to go up into Hollywood and my car, I can’t get it to start. Can you give me a lift?” I said, “Yeah.” I hadn’t been up into Hollywood, so I thought, yeah, I want to go up there. So I drive him up there and we pull up, it’s late in the day, it’s starting to get dark, and he says, “Come on in.” I said, “Well, what are you doing? I’m going to check out this acting school.” I said, “Nah, nah, nah. George [George Jung], I’ll just stay in the car. The acting school stuff doesn’t interest me.” He said, “I’ma check it out.” He said, “Come on in.” I reluctantly went in. Anyway, it was much more exciting than I thought because I was thinking about in college where everything was sort of fake in a way. It didn’t seem credible, the acting in college, things that I had seen, it all seemed so kind of forced. I thought it was much livelier, and there were good-looking girls there, and it was kind of like fun. Anyway, so George [George Jung] signs up and on the way back, he said, “Why don’t you sign up?” ‘cuz it’s an hour drive from Manhattan Beach to Hollywood. He said, “Why don’t you, we’ll both go.” I said, “What am I going to do? I don’t want to be in an acting school. I don’t want to act.” He keeps trying to, he’s talking me into it. He says, “We’ll drive. I’ll drive there, you’ll drive, we’ll share.” He gets me more intrigued, so I go back the next day. I go back up there. I feel like an idiot, and I said to the acting teacher, “I’d like to sign up, but I don’t want to be an actor.” He says, “Well, what do you want to do?” I said, “I don’t know. I’ll just watch.” He said, “Well, you can’t just watch. Why are you going to just watch?” I said, “I’ll just watch.” He said, “No, no, no. You’re going to have to do the exercises.” “But I don’t want to do the exercises. I’m just want to watch this.” And he said, “Look, here’s the simple thing, you either want to be in the acting school, you’ll do all of that stuff, or don’t.” So I said, “OK.” So now I sign up. So George [George Jung] and I go back and forth, twice a week, one hour this way. After about two months, George [George Jung] is now bored with acting school. Now, I’m taking the classes. I’m going back and forth by myself. George [George Jung] has no interest anymore in the acting school, and I’m getting more and more involved in it. At a certain point in time I said, “George [George Jung], you talked me into it and now you don’t want to go anymore. I’m going to move up into Hollywood to be closer to the acting school ‘cuz this is too much driving.” So, I move up there. This is the age before cell phones, so within like three months, I don’t know where George [George Jung] is. I can’t get a hold of him anymore, I don’t know where he is, and I never heard from him again. And so if somebody, if they were to say, “So how did get started,” I said, “Well, because of George [George Jung]. George [George Jung] mentioned,” and the story I just told you. They say, “Whatever happened to George [George Jung]?” I say, “I don’t know.” Then I go to see, somewhere, I don’t know, in the year 2000 or whatever, I go see this movie, BLOW, starring Johnny Depp. It says, “Manhattan Beach, 1968,” or whatever. I go, “I was in Manhattan Beach,” with my wife. It said, “George [George Jung], you’re going to get a…” George [George Jung]? It said George Jung and George Jung, I said, “That’s George [George Jung]!” So if you know the movie BLOW, is that George Jung becomes the largest cocaine dealer in North America. That’s the George [George Jung] that got me involved in acting, to go to acting school. In this craziest possible way, George [George Jung] is really responsible for me getting involved in acting school, the acting school lead to a lot of improvisational things, the improvisational stuff lead to working with Craig [Craig T. Nelson], to say, maybe we can make some money in a club, ‘cuz we were both broke, and we started to play clubs. And then from doing that, that lead to starting to write the material down because then I realized, we don’t just have to improve it, I can now begin to think, if I think in terms of characters, I can write it down and not have to do it ‘cuz I didn’t want to be a performer. And then that lead to writing, and then writing lead to sketches on THE CAROL BURNETT [THE CAROL BURNETT SHOW] and other shows.

INT: What was the first show that you got on to? Was it THE TIM CONWAY SHOW?
BL: The very first show was a local show, it was 90 minutes, and it was in Los Angeles called THE LOHMAN AND BARKLEY SHOW. We used to write and perform on that show. We did 90 minutes a week, four writer/producers. [INT: And was Craig Nelson [Craig T. Nelson] not on that anymore?] Yes, he was on that. He was on that and then he was on Tim Conway [THE TIM CONWAY SHOW], which we went to afterwards. And so we did those together, and then Craig [Craig T. Nelson] wanted to be an actor, and then he moved off into that. I kept writing and stopped performing. And then I wanted to get out of being considered a sitcom writer or a sketch writer. That began to lead to theatrical stuff.

INT: Was Larry Gelbart, did you come across him, at what point?
BL: Larry Gelbart was the head writer/producer of THE MARTY FELDMAN SHOW [THE MARTY FELDMAN COMEDY MACHINE], which was in England. For a year we were there. And he was extraordinary. [INT: Did you learn a lot from him?] Well, I don’t know if you learn. I mean, he was brilliant because, I’ll never forget, we’d come in with a sketch, I was working with Rudy De Luca at this time, we’d come in with a sketch and Larry’d [Larry Gelbart] say, “You know what would be good, is if you’d said…,” and that was funny, “And then he can have the thing and…,” and like that just name 9 different kind of funny things. You go, “No wonder he’s the head writer. That’s what head writers do.” After that, whenever we’d go to a show, everyone else would say, “Well, I think it needs something here.” Gelbart [Larry Gelbart] never said it needs something here. He could just, five things would come flying out of his mouth like that, and I realized, that was Larry Gelbart, that was the brilliance of Larry Gelbart, is that he knew how to fix things and he was so good at that. So for a year and working on THE MARTY FELDMAN SHOW [THE MARTY FELDMAN COMEDY MACHINE] in England, that was an incredibly informative period. But at the heart and soul of all of it, I was doing that stuff, I was writing that, I was writing comedy things, but it wasn’t what I really wanted. I wouldn’t know what else to do particularly, but it’s not natural to me that that’s what I want to just do. I was much more interested in just character, that there’s humor in character, but not necessarily the joke in character, where the jokes are. It’s the behavior that becomes amusing to me. [INT: Like Mike Nichols, you could say. I always thought his humor was based on characters and their situation, I guess.]

INT: Valerie Curtin came along around then?
BL: Valerie Curtin came along because, there was a period of time when we were all going up to The Comedy Store, and we’d get up on stage, and we would improve stuff, play around, in its loosest days, it was that way. And I met Valerie [Valerie Curtin] and she was really very, very funny and we started to spend a lot of time and played with a lot of things. And then, that lead to writing and then we began to work on …AND JUSTICE FOR ALL, that was the first. [INT: It’s such a good movie.] …AND JUSTICE FOR ALL, in a sense, was all based on the guys from Baltimore that were at the diner, who then became lawyers. And so they told me all this stuff about what goes on in the legal system that was way in a whole other world beyond PERRY MASON. So the formality that we had seen and how messy in fact it really is was told to me by the guys and then Valerie [Valerie Curtin] and I would talk about it and then that became …AND JUSTICE FOR ALL.

INT: Your first screenplay was that?
BL: Well, I worked with Mel Brooks on two…[INT: Yes.] There were two films with Mel [Mel Brooks]: SILENT MOVIE and HIGH ANXIETY. I was one of the writers on it. [INT: You want to tell a little bit about it? It’s a nice story how that came about, how quickly, how that happened with Mel Brooks?] We got the job, I mean, it’s a very, it’s luck in a sense. From Tim Conway [THE TIME CONWAY SHOW], one of the producers, Ron Clark, and Ron Clark, we were now doing THE CAROL BURNETT SHOW, and he calls up and said on the phone, he said, “Listen, I’m having lunch with Mel Brooks. I got a great idea for a movie and if he likes it, I think you two guys,” Rudy De Luca and myself, “would be perfect to write it.” I’ll never forget that. So, I hang up, I tell this to Rudy [Rudy De Luca], “Ron Clark is going to meet with Mel Brooks and what’s the odds he’s going to like…” Mel Brooks, “Oh yeah, yeah, sure.” And then say, “Oh, you two guys? Fine, great!” And so we laughed about it. Literally, he calls me an hour and a half later. He said, “Mel [Mel Brooks] loves the idea and wants to meet you guys tomorrow.” We go, “What?” We meet him the next day and he said, “OK, let’s make this movie.” It was that fast and that was it. For three years, we wrote, with Mel [Mel Brooks], SILENT MOVIE, HIGH ANXIETY back to back. To me, that was this kind of apprenticeship in this regard, in that because you wrote with him, you were there in pre-production, you were there when it was filmed everyday. He was in the piece, so you sat there and saw the video on two different movies and you began to see all the things and how it all gets put together, how every element and then the editing process, and then the scoring process, so we saw every aspect of it. It was like the university of Mel Brooks in that regard. Every day, all the time, seeing all of that. And then what happens is Mel [Mel Brooks] has a very specific way that he wants to work, but then sometimes I could sit there and I would look and I would go, “Gee, I wonder what happens if you ever put the camera over here and you did that. And what would happen if you did this here and you did that and you kind of drifted over and then you went into this two-shot here? What would that be like?” And so all of a sudden the mind starts to begin to think about what else could you do, what are the other options, how would this work, how would that work? And so, that was the beginning of me beginning to finally say, “This is interesting. This is lit this way. What happens if it wasn’t? What happens if it was dark?” You know what I mean? It’s just your, the brain is just, you’re playing sort of gymnastics in a way, you start to begin to use muscles about what are the other and how could you do if you were doing this

INT: It’s interesting to me that you came, at this point, really out of comedy. Everything you did was either sketches or improv, and then you worked on a number of comedy shows. Did it occur to you that you were leaving comedy when you wrote …AND JUSTICE FOR ALL? Were you aware of it as a departure?
BL: That was specific that I wanted to move out of it. I wanted to move out of just being considered a comedy writer or a Mel Brooks writer, that I wanted to get out of that, and so that was really in the sense where …AND JUSTICE FOR ALL, which has humor through it, but its underpinnings were much more dramatic, that was conscious. [INT: I think my friend Christine Lahti is in that. Is Christine [Christine Lahti] in it that movie?] Yes she is. [INT: I love that movie.] So that was, its underpinnings were dramatic and then there are all these absurdities going on within it. And so that was really the, what I was beginning to interest me and Valerie [Valerie Curtin] in that regard as well for that.

INT: Did somebody suggest to you that you write DINER? How did you get on to going to DINER?
BL: I would say probably Mel Brooks would have been the most influential, because for three years, at some point you’re going to be talking about things other than the movies and everything else and your personal life gets mixed in and everything else. I would talk about these diner guys and all of these things that went on, and he would always say, “You ought to write about that. You should write about that.” He would sort of encourage me, but I couldn’t quite figure it out. I didn’t know what the story was. I couldn’t quite figure it out. I needed something to hang my hat on and then one day it occurred to me that we guys were so kind of insulated in a way and so we can have all of our kind of guy kind of stuff, but it was our inability, that we didn’t connect to females in the real sense of the way, that there were these separate tribes. So the inability to communicate with females, in a sense, was be an interesting way to approach the piece, that is this guy behavior, but the guy behavior is based on a lot of fears and things with women that we don’t understand and we’re perplexed by and we can’t put it all together. So that lack of communication, that’s what I was thinking about. So then I went, “Oh, maybe I’m going to write this.” In the piece, nobody ever really talks about things very directly. Everything is sort of sideways all the time because that’s how we function mostly. That’s how you deal with male/female behavior, the lack of communication. That became the way to get into it. [INT: Doesn’t Ellen Barkin in the movie, forgive me if I don’t remember this correctly, she has to take a test that’s a big part of the movie, but it’s a test about baseball?] No, football. [INT: Football.] She has to take the football test before, not Ellen Barkin. The character Eddie’s [Edward Simmons] bride-to-be has to take a football test and if she passes, they’ll get married. [INT: Did this come from your life?] Well, my cousin Eddie gave his…[INT: Seriously?] The funniest thing about it, he says to me, he says, he calls me up one point, he says, “I saw the movie five times now. I’ve seen DINER five times.” I said, “Really?’ He says, “I realize it was silly to give my wife the football test.” I said, “Really?” He says, “Yeah, because three weeks after we were married, she doesn’t remember any of the answers.” So that to him was the… [INT: That’s why it was silly then. Are they still married?] No, not married. And then the idea about record collections and guy things and the female trying to understand what they guy is all about, that’s really what the movie was. The key to it for me was how to make it come across as if it’s a, that it seemed sort of naturalistic. That was the key to it, so it doesn’t feel as if it’s performed. And that was what I really wanted for the piece.

INT: Aside from casting wonderful actors, did you have a technique? Did you have a way of ensuring that that would happen, this naturalistic?
BL: It’s a little bit like accidents happen. We’re going to do the DINER things, two things happened: 1) We’re going to start the DINER stuff and there’s an electrical fire in the diner, so we lost a night. Because MGM cared so little about this movie to begin with, they went, “Well, that’s the way that goes.” We said, “We can’t have an extra day?” “No, you can’t have an extra day.” So we have to now make it up, make up this one night. I said to Peter Sova who was the cinematographer, I said, “What are we going to do to try to compensate for losing a night?” We were like sitting around and talking about and I said, “I know I can do certain things here, but I don’t know how to deal with some of this because there’s so much talk going on.” And he said, “Well, I’ll break out the other camera. We’ll use two cameras,” you know, because the other camera was the back up, “We’ll use two cameras.” “Well, that’s good.” So now we got two cameras and we start to do one of the takes, the two shot and a single, you know, shooting one way in that. So we do the first take, and it sounds great. I said, “Alright. We have that. We gotta move on real quickly,” and the sound guy said, “You got a problem.” I said, “Well, what is that?” He said, “Well,” he said, “you have some overlapping,” and I said, “Yeah, that sounds good.” He said, “Yes, but they’re overlapping and they’re off mic,” he said, “they shouldn’t overlap.” And I said, “Well, I like them to overlap.” He said, “You can do that in post.” I said, “I know, but it effects the acting. The acting, we talk over one another all the time.” He said, “Yeah, but then you have off camera dialog,” I mean, not off camera, “off mic, so it doesn’t work.” I said, “Alright. OK. Alright. Well, then let’s mic everybody. Mic both sides of the table, those off camera and on camera.” He says, “But then you’re going to be married to the tracks.” I said, “I don’t care what I’m married to. If it doesn’t sound right, if the actors are inhibited, if the actors can’t just talk and they gotta do that, it effects the dialogue. The dialogue is very delicate here. They got to be able to step on one another’s lines, and so if I can’t cut because it’s not there, I’ll deal with that. But I don’t want to change the rhythm of it. I don’t want to invent the rhythm after the fact. I want the rhythm now, so let’s mic everybody on camera and off camera.” And that was, in a sense, the big thing because then they could just go and talk. Now, if they were all talking over one another, it would be messy, it would be no good, but if it’s very clear and it’s specific enough, then fine. And if I didn’t have and if they had changed the line from one take to another, I couldn’t cut to that moment, I didn’t cut for that moment, but at least it was there, you could hear it, you understood it.

INT: This is a revolution basically in sound because for sixty years in movies, nobody was ever allowed to do this. Did you have any idea that Robert Altman was currently doing this, or was he doing that at the time in his movies?
BL: Well, I heard that he was doing, you know, some, that he and I’m not exactly sure what and how he was working with it. I know that he was playing with sound. [INT: Well, his big deal was overlapping just like you and Mike Nichols and Robert Altman were all coming up against this at the same time.] It was to be able to find it, so if you didn’t have it, if you didn’t have the shot, OK, but at least you heard it, it’ll still be funny, you don’t have to see the person saying this or that, you’ll find a way to fix it. I knew that Altman [Robert Altman] had been playing with it, but I’m not exactly sure how he was doing it ‘cuz I’m a first time director, so I can’t go and say, “So, now let me,” and it never occurred to me how I’m going to apply this. It was only when I began hearing, “Well, this doesn’t sound right to me. If I do it this way, it’s gotta sound right.” And it’ll allow the actors because again, this goes back to like in acting school, if you’re not suddenly imposing something in it and you can be free, it’s going to live, it’ll have a life. That’s what we have to play with. [INT: And critical to six people sitting around a table talking.] Yeah, ‘cuz some line is going to get in there somewhere. Somebody’s going to say something in a different way that’ll somehow give a certain spin to something or whatever. And so that naturalistic quality that sounds as if it’s all made up is a combination of lines get tweaked, turned, inverted or whatever and they can go over one another. So that was a very key element. The electrical fire started with the two cameras and then that lead to the fact of the overlapping. That became essential.