INT: My own experience as a Director is that I was much more assured when I didn't know anything, and the more I've learned, I've gradually kind of fallen to pieces. [LAUGH] How do you feel about that? Did you feel on PICTURE SHOW [THE LAST PICTURE SHOW] very--were you a different Director than now, I guess is really what I'm saying, do you have a different style, approach? How did you… How were you at 30? 

PB: No. I think I was, I was very…I was pretty rough on the crew. By that I mean, the thing I didn't like about my first film TARGETS, I thought the acting was weaker than it should have been. I thought that Boris [Boris Karloff] and Tim O'Kelly were very good, but I wasn't that happy with the supporting performances. Though in retrospect I've looked at it and I don't see anything wrong with it. But at the time, I thought that the acting could be better. PICTURE SHOW I knew was a movie that was all about the performances. And so I decided to be very, very close to the Actors on that picture and really had no time for the crew. I mean at lunch there was a table marked "Cast Only," and I had the Actors all sit with me, and I sat with them, and the crew was… And I think the crew felt a bit left out. And they were not that happy. The only picture I've made in my career where the crew didn't particularly like me, and I knew they didn't. They liked Bob Surtees [Robert L. Surtees], who was the head of the, who was the head of the crew. He was the Director of Photography, an old timer. I think they didn't think I was treating Bob with enough respect, and I don't know. I just… I didn't like the operator. I didn't like him. I didn't… I wasn't that happy with the sound guy. They did a good job. It was me. And I didn't know how to handle both the crew and the cast equally, but that disappeared on the, from then on. And from then on I actually was able to handle both. And I think I've gotten better over the years in the sense that I'm more casual and more focused. I was focused then. I can't say that's not true, but I… It's more second nature now. I mean there are films that I made in the '90s [‘1990s] for television and in the year 2000. I don't think I could have done them at all in my 30s. I don't think I would have been able to do them in time. [INT: That's interesting.] I mean I've… I mean on PICTURE SHOW and… TARGETS we did in 23 days, but PICTURE SHOW we did in 60, WHAT'S UP DOC? was ’72 [1972]. PAPER MOON was ’60 [1960]. I think DAISY MILLER was 60 days, LONG LOST LOVE. Those were all 60-day schedules. Well, I mean I'm doing television movies in 23, six-… 19, 24. Couldn't have done that, I don't think.

INT: Were you an economical shooter then? Do you shoot more now than you used to, or do you… 

PB: No, I shoot less. I… Thanks to Roger Corman, I learned editing because I edited THE WILD ANGELS, didn't like my Editor on TARGETS, fired him and edited that myself, physically did the splicing and did the whole thing myself. And then same situation with THE LAST PICTURE SHOW. I decided I wanted to edit it myself. I thought the editing was extremely important and very personal thing, and it was very connected with the shooting. I always… I had learned from people like Hawks [Howard Hawks] and Ford [John Ford] and Welles [Orson Welles] to shoot very little, to shoot only when I needed. And on both TARGETS and PICTURE SHOW, I kicked myself saying I shot too much. And so I started shooting less, but I… Those two films, I physically edited myself every frame and did the sound and put in the music and did all that myself. But that was an enormous lesson to me about, also about shooting, 'cause I'd say, "Why did I shoot this? I don't need this," or, "Why did I, why didn't I, why didn't I shoot this," or whatever it was. I learned a lot, 'cause you know when you're the, when you're the Director, you say, "Who's the Writer?" When you're the Editor, you say, "Who's the Director," you know? [INT: What--] So I think I ended up… So after PICTURE SHOW, I think I shot less and less over the years.

INT: What's… I'd like to talk a little bit with you about your approach to literally just putting a scene together on the floor. Do you block it all out at home? Do you have it all worked out? Do you wait to see what the Actors are interested in bringing to it? Is there a consistency to the way you do it? Maybe it changes with each film. 

PB: It changes with the pictures, I think, a bit. But there's a certain thing. When I'm… I try to rehearse every picture, even the TV pictures; I've tried to at least get a day or two rehearsals. If I can get five, six days, if I can get a week. On PICTURE SHOW, we had two weeks rehearsal, which now, I think, is too much. But if I can get a week, five days, I'm happy. [INT: On the sets, actually, or just in a room?] No, it was usually in a room. [INT: So it's not so much about movement and staging. It's mo-…] It's about getting the scenes right and finding out if the scenes work.

INT: Do you put them [Actors] on their feet? Do you sit around the table and… 

PB: Sometimes. Not as much. Just sometimes you sort of read it through and then see what happens. And also, I try to get some sense of how I see the scene. Do I see it in pieces, or do I see it in one shot or so on? Just get some idea of it. And then this used to be what I would do. I don't know that I do this now, but sometimes. The night before I'm going to shoot a sequence, I look at the day's work the night before, and I read it through and I decide then, by and large, how I'm going to shoot it. By that, I mean am I going to have close-ups, medium shots, two shots, singles? Am I doing it in one piece and not cover it? What am I going to do? And that's all based on how the scene reads to me the night before, having probably rehearsed it a bit with the Actors. Well, I think I'm… this… and what I do is I read it, and I say, "I don't see a cut here," or, "I see this is all cut. Cut, cut, cut, cut, cut." And I… So that's just, it's how I see it at that moment. When I get on the set, and I see the Actors in positions, and we sort of stage, move it around a little bit, I can sometimes… I'll sometimes drop shots or I'll change my mind. But the idea is to try to have some sense of what the scene is, how it, how it, how it should be and how it fits in the overall scheme of the movie. And I… And when I'm alone privately thinking about it, I can say, "Well, this is really… they're separated here, so maybe it should be different pieces. It… they're arguing, but they're a family, so maybe we should do it in one piece to show that although they're arguing they're still united." Those kind of more intellectual thematic questions about editing and containing something within the frame or cutting into it because of you want discord or you want no interruption; all that comes up, and you can have the… in the piece of… before you get on the, you know, on the crazy sound stage or in the location where everything's pulling at you and you have no time, try to have that moment of quiet, where you can think it through. And I do that. I still do that, to a degree. Though the more experienced I got the less I felt the need of doing that and the more I felt I could just do it on the set.

INT: It's interesting, because when I look at your earlier films, when I look at WHAT'S UP, DOC? or PAPER MOON, I feel very much in the presence of a Director. You're making those films very much… you're in the shot somehow. You're… And I look at your later films, and I feel that it… you disappear more. They're more… if I look at MASK or if I look at THE THING CALLED LOVE, that's a movie where you really are observing, and I don't feel you as much in them. Do you think that that's, in a sense, youth going, "Here I am" in this, in this… Because it works brilliantly in DOC, but it's very much a directed film, if you know what I mean. 

PB: Well, I think that it was, it was very… I'm not aware of that, but I know what you mean. I think it's… I think… I thought it through very, more so, I drew it out more. I would make notes for myself. I was… Then later I would tend to make the decisions more sort of extemporaneously on the set. And you know I'd come on the set, and I'd… Generally, what I'd try to do is, "Let's… can we do this scene in one shot?" I mean that… The more, the older I got, the more I wanted to try to do that. So in THE THING CALLED LOVE, there's a lot of scenes without a cut, carry them down the street and back and don't cut. Move in on him, don't cut. And I don't know if I had the nerve to do that as much when I was younger.

INT: One thing that I see in all of your work is tremendous energy. Are you conscious of infecting the moment with that? Do you, do you say anything to, you know, to make sure that it all is paced strongly, and there's a great… there's a muscularity to the way you direct that I see in your films that's very impressive. Is that something you really work on with Actors? Is it just your… 

PB: I don't know. I know, you know, I think, as you ask me these things, I don't know that I'm that conscious of it. I do think that there's a certain tempo, and I think that pacing is very important. I think it's important to play a scene at a certain energy level, but not just much energy, but pace, pick up the cues. You know, I mean when I did a television movie with Sidney Poitier [TO SIR, WITH LOVE II] who… wonderful Actor. And I thought he was going to kick me in the teeth at some point because the only thing I ever said to him was, "A little faster." And I'd say… we'd do a take, and I'd say, "A little faster," or, "Put it together." Whatever it was, it was always pace. And he'd always do it. He'd never look at me and say, "Can't you think of anything else to say?" I was amazed at him, rather admiring of the fact that he didn't, you know, call me on it. But that's all I had to say. He was terrific, but faster. And that's… I do say, it's one of my, you know, Joanna Lumley on THE CAT'S MEOW said, "Peter usually says faster," you know, and what does he, how does he direct? He says faster. [LAUGH] So that has an energy; there's an energy to speed. But I tend to think that scenes are usually played too slowly. Also, Capra [Frank Capra] gave me a great piece of advice years ago. We were talking about pace. He always had a lot of pace in his movies. And he said, "You know, it's a funny thing." He says, "If you, if you play a scene at the normal speed, like you do it in life, it'll seem slow on film. And if you play it a little faster than normal, it'll seem normal. So if you really want to go faster than that, you've got to go faster." His point was that film has a tendency to slow things down, probably because it's on a big screen. I don't know what the reason is. But you see things and hear things quicker because they're big. I don't know if that's the reason or not. But I know, for example, if you look at a film like BRINGING UP BABY, which, on the big screen is fast, but not exhausting. When you see it on the small screen it becomes exhausting 'cause it's so fast. Maybe that has something to do with it. But I've always felt that scenes that… you know, I remember when we did WHAT'S UP DOC?, Barbra [Barbra Streisand], early on in the shooting, said… Streisand, said, "Can I have a moment here?" And I said, and with supreme arrogance, "No, no moments. There'll be no moments in the entire picture. I don't want any moments. Just keep going." And then toward the end of the picture, I said, "Take a moment here." She said, "I can't believe you said, 'Take a moment.'" [LAUGH] I mean it was like pick it up faster. I mean I would sometimes say… on DOC, I remember we had a scene on the roof of the hotel, when they had a scene, and no cut. This is two of them sitting after they fall off the piano, and they're sitting on the floor. And it was about a four-and-a-half-page scene. And we ran it through, and I said to the script girl, "Time it." And she timed it. It was three minutes, which is not slow for a four-and-a-half-page scene. I said, "It's too slow. Let's do it faster," and we rehearsed it again, and they did it, and they timed it. And I… we timing it until it got it down to about two minutes, and then I said, "It's still too slow." I said… and I told them where to overlap dialogue, and I told her to do business on the words rather than between the words, and we… and the scene itself plays in a minute-and-a-half. And I was timing it up 'til I got it to about two minutes, and then I said, "Okay, let's shoot one now." And I said, "Pick it up." "Pick it up? How much faster can we go?" "Just pick it up a little bit." So speed has a lot to do with it, and I think most movies are just way too slow, 'cause the Actors are indulged. Actors want to take moments. You know, "Let me have a moment here." I mean Actors want to do that, you know. So in life, there are not so many moments. People talk fast in life.

INT: It's interesting too, 'cause I look at, you know… frequently, when you remember a movie, you remember a moment. When you look back at it, that moment isn't really such a big moment. Movies have a way of growing in your imagination. [PB: It's true.] Like the less said is really the better. 

PB: It's true. You see Brando [Marlon Brando]. You see ON THE WATERFRONT. You think there's a lot of moments that aren't there. [INT: Yeah.] You, in retrospect, you think he took a moment there, but he doesn't. Goes right ahead.

INT: And that leads me then to, you know, want to talk with you a little bit about Actors and how you like them and how you work with them. 

PB: Well, I love Actors. I mean that… to me, to me the most fun of making a movie is all in the making of the movie. Preproduction I find essential and boring. Postproduction I find essential and boring. Making the movie is when it all happens for me. So when some Actors, some Directors say they like the writing part of it, I mean Woody [Woody Allen] likes writing scripts. He doesn't particularly like shooting and he doesn’t like post-production either. Jim Brooks [James Brooks], I'm told, likes writing but doesn't like shooting. Some people love post-productions. Scorsese [Martin Scorsese] says the movie's made in post-production. I don't, I don't see it that way. To me, the movie's made when you're making the movie. That's when we're all together. That's when I'm with the Actors. To me, working with the Actors and the crew, that's the fun of it. That's the excitement. That's when it really happens. And I think one of the things I like particularly is playing it in one shot because you can contain it, and you can really see if it works and if it works or it doesn't. And if it doesn't, you do it again or you decide to cut it up. But that's happened to me very, very rarely. On MASK, there were some scenes I wanted to play without a cut, but Cher couldn't do it. So we cut it. And so we did it in cuts. [INT: She couldn't… is she not good at her lines or…] She couldn't sustain. No, she just couldn't sustain it. She… Cher would start, like the… here's the road. Go down that road. And we'd start, and we'd go on this, and then she'd go, "Where the hell did you go? Come here." [LAUGH] You know? What are you doing over there? We're over here. [INT: Right.] She just couldn't sustain. [INT: How do you deal…] So I would… that's an instance where I can't. [INT: And you have to accommodate to an Actor. How do you deal with an Actor that you're not either getting what you want from or who is not happy with being there or you know who's..?] It depends. I haven't had it happen too often. Cher was a pain in the neck. She was difficult because she was insecure. She never played that big a role or that challenging a role. I recognized that. Her insecurity became a kind of general unhappiness, which brought me down to the point where I finally say to her is, ""Your attitude is depressing me."" I took her in the trailer. I said, ""You're depressing me. I come on the set and you look miserable. You look like somebody's taking something away from you. This depresses me. Could you cut it out, you know?"

INT: So you confront, if necessary. 

PB: I confronted it. [INT: Yeah.] With Ben Gazzara on SAINT JACK, I felt that he was insecure after the first day of shooting it. I took him, I said, "You know, you have no problem with women, right?" He said, “No.” I said, "Well, the camera's a woman, and she loves you. That doesn't let you down, now?" "No, no." But I was worried that I saw some insecurity there and you know kind of hiding, and I had to bring that… I had to deal with it right away. I think if you confront something with an Actor, generally speaking, he'll turn around. There are Actors who are difficult like Tim Bottoms on THE LAST PICTURE SHOW. He was difficult because… difficult. You know, Lubitsch [Ernst Lubitsch] was famous for acting out the scenes for all his Actors. Now, he was a short, not attractive German with a very thick accent and a cigar in his mouth most of the time, but he would play all the parts. Signe Hasso, who did HEAVEN CAN WAIT with him, she told me he played all the parts. Jack Benny said he… I said to Jack, "How was Lubitsch, because I heard he played all the parts." "Yes." "Was he any good?" "Well, he was a little broad, but you got the idea." [LAUGH] You know, so… And everybody said Lubitsch acted it out. Well, I tend to do the same thing, not that I play all the parts, but there are times when I don't know how to say to an Actor what I want except to show him. And I'm… I have, I know a lot of Actors don't like that, but I often get past that. I say, "Look, I don't mean do it like me, but I'm trying to show you what I mean… have in mind," 'cause sometimes it means… sometimes it's impossible to put into words what you mean except to show them because it's a, it's a… And so I do that.

PB: Now, Cagney, Jimmy Cagney, I asked him one time… he said, "Well, that guy wasn't a real Director." I said, "Well, what is a real Director?" "A real Director is a guy who, if I don't know what the hell to do, can get up and show me." [LAUGH] So I figured that… okay. How many of those did you work with, Jimmy? “Five.” [INT: Who were they, do you think?] Well, Walsh [Raoul Walsh] was number one. [INT: Right. I know he liked Walsh.] He loved Walsh. [INT: Probably William Wellman.] I don't know if he liked Wellman. But anyway, the point is I… because I started as an Actor, and this is a very important point, which is that, to me, acting and directing are very close. So there are many times when I'll come into a scene when I'm working it out with the Actors, and I said, "Let me just try it, okay?" And I'll actually walk it just to see what the problems are. "Oh, I see the problem." I mean I did this with… on WILD ANGELES [THE WILD ANGELES], with Fonda. First day of shooting with Peter Fonda, first day of me shooting with Peter Fonda, I watched him get off the motorcycle, and I didn't like the way it looked, and I didn't know what the problem was. And I went over to him and said, "I don't like the way you get off the bike." He said, "What's the matter with the way I get off the bike?" [LAUGH] He was very annoyed. I said, "I don't know. You looked kind of faggy getting off the bike." "What do you mean," he said. [LAUGH] I said, "I don't know. Do you have to bend your…" So I got.. I said, "Let me get it." So I got on the bike. And I then got off the bike, and not riding, just in a standing position. And I realized that it's quite high, higher than you think, the bike, in the back. So you have to really swing your leg up high to get off the damn bike. You can't just like casually take it off. You actually have to lift your leg quite high. I said, "Oh, I see the problem. So when you lift your leg quite high, your tendency is to bend the leg, bend the leg at the knee." [INT: Right.] And that looks kind of weak. I said, "Keep your leg straight when you get off the bike," and that made all the difference. It's the same thing getting off a horse, actually. [INT: Yeah.] You swing your leg. If you have it bent, it looks unattractive. If you just have it straight, it looks better. It looks strong. That was it. So I wouldn't have known that unless I'd tried it. It's an obstacle. So sometimes you ask an Actor to… okay, put the thing, the drink down, cross over there, pick up the keys and so on, and maybe… and he's got something in his hand. Well, maybe that's difficult. So I'd do it and see if I can do it. If I can do it, then I can ask the Actor to do it.

PB: Or I noticed when I did… when I had Barbra Streisand in a picture, that I ran a couple of her movies, and I noticed she had a tendency to touch her hair. I didn't want her touching her hair. I didn't like the way that looked, but she'd also… I didn't like her nails because they were too long for a college girl, and she refused to cut them. [LAUGH] So I thought, "Okay, I'll just give her something to carry at every scene so… I would have seen the nails and she can't touch her hair." And I did. I gave her a coat and a bag. [INT: Right.] In every scene she has a coat… you look in the picture. That was purposely so she wouldn't touch her hair and so I wouldn't see her nails. [LAUGH] You know, that's absolutely true. So you have to think about those things. But a lot of it is, a lot of my direction is let me try it, and then I see the problem, or I'll say, or I'll say, "Let me try it," and I don't know what to, how to direct it unless I can try it. With Eddie Izzard in the scene with, you know scene with Kirsten Dunst in THE CAT'S MEOW, it was a big argument you know all without a cut, and he's supposed to grab her at some point, and he wasn't… and I said, "Grab her like this," and I showed him. He said, "Oh, oh." And Kirsten said, "Well, Peter." And I said, "You know, and then put…" or in THE THING CALLED LOVE, there was a scene where he's supposed to pull the girl toward him. I said, "Put her coat back like this and then pull the coat." But I didn't tell him that until I did it. [INT: Right.] I just went over to her and I just did it and said, "Well, try it like that." He said, "Okay." So it's, so directing, a lot of the time, is figuring it out as an Actor, how would I do it, and then showing the Actor what I have in mind. And I often say, "Well, don't do it exactly that way, just to give you an idea what I have in mind."

INT: Tell me a little bit about the development of your first few big movies after PICTURE SHOW [THE LAST PICTURE SHOW], WHAT'S UP, DOC?, PAPER MOON, DAISY MILLER. These were stories that originated with you. Did you develop the screenplays? How did some of those movies come about? 

PB: WHAT'S UP, DOC? was the only movie, I think, that I've made on a dare, virtually. I had a deal to make a picture with Steve McQueen that eventually I didn't make, THE GETAWAY, but I was supposed to make that, and Streisand [Barbra Streisand] heard about it. PICTURE SHOW hadn't opened, and… But the word around town was that it was a good picture because McQueen saw it early before it was released and while it's still in rough, still in work print and hired me to do THE GETAWAY, and then for a variety of reasons I didn't do it 'cause we couldn't agree on casting, but that's another story. But then Streisand heard about it. She had a picture at Warner's [Warner Bros. Studios] that she was supposed to do, and… called A Glimpse of Tiger, and they asked if Barbara could see the picture. So Barbra came and saw the picture. She loved it and wanted to do a picture with me. She said, "I want to do a drama with you." I said, "Well, I just did a drama." I said, "Let's do a comedy." She said, "No, I just did a comedy." And I said, "Well…" and they sent me the script that she was doing, and I didn't like it. I just didn't like it. I didn't want to do it. So John Calley was the head of Warner's at the time, and he called me to his office. He said, "Well, Barbra wants to work with you." I said, "Fine." He said, "Well, do you want to work with her?" I said, "Yeah, I don't like the script." "Well, what do you want to do with her?" "I don't know." "Well, if you had to do a picture with Streisand, what would you do?" I said, "A screwball comedy." He said, "What kind?" I said, "You know, like BRINGING UP BABY, a screwy... Daffy Girls, Square Professor, She Breaks Me Down," and that. He says, "Fine, do that." "Really?" He said, "Yeah, who would you want to write it?" I said, "Well, I worked with David Newman and Bob Benton at ESQUIRE, and they're…" "Fine. Have them." So I called… so I said, "Can I produce it?" He said, "Sure." So I left the office with a screwball comedy with Benton and Newman producing and directing with Barbra Streisand, and that was the deal. [INT: You cooked it up.] [LAUGH] I just said right in the meeting… [INT: Okay.] I said, "Well, okay, I…" Benton and Newman only had three weeks that they could work with me. They had another… I said, "We can do it in three weeks." They came out to California. We sat in my hotel room. At that time, I was living in a hotel because I'd broken up with my wife, and we knocked out a first draft in three weeks. I mean I remember that Howard Hawks said he did the first draft of SCARFACE in 11 days with Ben Hecht, so if they can do it in 11 days, we can do it in three weeks. We did. It wasn't great, but it was okay. Then I did a rewrite myself after they left. Then was an issue I didn't think it was good enough. But we had to have a reading with the Actors. We had to have them read it because they hadn't completely committed their time to be a script. I mean that was all it was was an idea. So I… knowing Actors, I know that when there's a Director they want to please the Director. So I thought, "Let's have a…" I said, "Let's read it together." So Barbara and Ryan and I sat in a room, and we read it together, and they were so busy trying to impress me that they didn't notice the script was not that good. [LAUGH] And so they agreed to do the movie, and John Calley said, "You know, the script needs work." I said, "I know." He said, "Well, we should bring in another Writer." I said, "Fine." And he said, "How about Buck Henry?" I said, "He'd be great, you know." I'm at a meeting with Buck at the Musso and Frank's Restaurant. "What do you think, Buck?" "Well, you're going to hate me, but I don't think it's complicated enough." "You don't? You think we need another suitcase?" "Yeah." [LAUGH] So it went from three suitcases to four suitcases, and at that time the Pentagon papers were all over the papers, so we said, "Let's make it top-secret. Let's make it the Pentagon Papers." We even cast the guy to look a little bit like Daniel Ellsberg. And that became the first suitcase. And then Buck did a rewrite, which is pretty much what we shot. That's how that came about.

INT: How did you feel going from PICTURE SHOW [THE LAST PICTURE SHOW] to WHAT'S UP, DOC? Was that a scary shift in… 

PB: It should have been scary. For some reason, like an idiot, I just thought, "Well, this will be fun." [INT: They could not be more different.] No, and what… well, I wasn't… I didn't get scared until it was all finished and it was in the can and about to open. And I said, "This is a disaster. This could be a disaster." [LAUGH] [INT: What if no one laughs?] What if nobody laughs, you know. [LAUGH] [INT: Well, it is a movie that goes way out on a limb. You have to…] Goes out on a limb, and my favorite story about that is there was a screening of it. Barbra [Barbra Streisand] didn't like the picture. She saw a screening and thought it was going to be a disaster, sold her points. It was a small screen, 200 people. They laughed, but it wasn't like hysteria. Then made a screening in New York, here, not far from here, and it was kind of a ritzy audience, and John Cassavetes was there with Gena Rowlands. And the picture starts, so all these people are expecting something serious like THE LAST PICTURE SHOW or something, but this is a flat out cartoon. And they were sort of not laughing. A little bit, but reluctantly until about 20 minutes into the picture, John Cassavetes, loud, says out loud, "I can't believe he's doing this." [LAUGH] Everybody laughed. And from then on they had a good time. [LAUGH] But I had a… I insisted that the picture not be shown to critics in a projection room but that they see it with an audience. And they listened to me, thank God, and it got generally good reviews 'cause they all saw it at the lowest state with 1,000 people, people screaming. [INT: Yeah.] The first preview we had of the picture in Denver when it was about three minutes longer was a complete success. It was an absolute just played perfect, which I was very happy about. [INT: That must have been the first time you had made a film where you heard an audience…] Well, I had had that experience a little bit with PICTURE SHOW because… and this is where I learned… luckily it happened before DOC, because PICTURE SHOW, I thought, was funny, a lot of it. I mean it was a sad story, but it had a lot of comedy in it, at least it was supposed to. And we had screenings in this BBS [BBS Productions] projection room, which only sat 25 people. So we had 25 people looking at the movie, never got a laugh, not one, through the whole fucking movie. And I'm sitting there saying, "This is a disaster," 'cause when they're silent and they don't laugh in places that I think are funny, I figure they hate it. [INT: Yeah, you don't know what they're thinking, yeah.] What are they thinking? Why isn't that getting a laugh? Nothing. So I… and then it would come out, and they'd say, "Wonderful. Very beautiful movie." I think, "They hate it." [LAUGH] Finally there was a screening in New York. Now, this is after the picture's finished. 75 people at the Columbia screening room in New York, and for the first time in the history of the movie it gets laughs, 75 people. I said, "Ah-ha. You can't get laughs if there's 25 people. They won't laugh." [INT: Right.] It's just not enough people.They might smile, but a smile makes no sound, you know. [LAUGH] And that was… So then I… you see PICTURE SHOW with an audience anything over 75 people and you get a lot of laughs in the movie, a lot of laughs in the picture. But DOC was a flat out comedy, so of course that meant that it was huge, same thing with PAPER MOON.

INT: Did you find PAPER MOON yourself, or was the project brought to you? 

PB: No, I was going to do a Western [LONESOME DOVE] with Larry McMurtry. We were going to do a big Western with John Wayne, Jimmy Stewart and Henry Fonda, which eventually he wrote as a novel called LONESOME DOVE, but it was, it was a script for me first called STREETS OF LAREDO. And Duke Wayne turned it down, and so I didn't have a picture. It's a long story, but I know we don't have time for that. And Paramount came to me while I was doing the picture… the Western, preparing the Western, asked me if I'd direct a picture called ADDIE PRAY based on a book called ADDIE PRAY. And I said I read it. I didn't read it. I said, "I'm doing the Western." Then when the Western fell apart, they came back to me and said, "Look, we'd like you to direct this. John Huston said he'll do it with Paul Newman and his daughter, but we'd like you to do it. We asked you first; we'd like you to do it." Well, I had two hits [THE LAST PICTURE SHOW and WHAT'S UP DOC?] going, big hits, which is still playing in theatres, both of them. I had two pictures in the top 10, and… Well, I read it, and I thought it was okay. I thought it was okay, and I wasn't crazy about it. And my ex-wife, Polly Plat, I asked her to read it. I said, "Do you see any reason why I should do this?" She said, "Well, you know, you're a… you have two daughters, and this is about a father and a daughter. That might interest you." I said, "Yeah." Then I read the book, and there was stuff in the book that wasn't in the script. So I said, "Well, we need to put some of the book back into the script," and then I said I'd do it, and then I said I'd do it if I could have Ryan O'Neal and his daughter do it. They didn't want Ryan because Ryan had had an affair with Ali MacGraw, and Bob Evans was married to Ali MacGraw and wasn't very happy about that. [INT: Right.] So he didn't want Ryan O'Neal. He said, "You can have anybody but Ryan O'Neal." [LAUGH] But they finally had to capitulate because Ryan and I had a huge hit playing called WHAT'S UP DOC?, so how could they turn him down? And that's how that happened. And then I had the idea to call it PAPER MOON, and that was… [INT: That was your title?] Well, I was looking through… I was going to do it without music, without a score, as I did PICTURE SHOW and DOC were without scores. We used incidental music when there would be… we'd use music when you'd hear, it's source. Even in DOC there was no score. It was just, you know, you'd go into an elevator and we'd have muzak, which we recorded. We actually recorded the muzak in WHAT'S UP DOC? with a band. But… so I was going to have no score in PAPER MOON as well, and I was looking at songs of the period and came across a song called, IT'S ONLY A PAPER MOON, and those two words "paper moon" jumped out at me. I thought it's a good title. A PAPER MOON or just PAPER MOON. Anyway, it's a good title. And the studio, I proposed it to the studio, and they said, "What's that mean?" And I said, "Well, it's a good title, isn't it?" "No. ADDIE PRAY was a best seller". I said, "Well, how many books did it sell?" "A hundred thousand." I said, "Oh, well, that's a really, you get 100,000 people to see this movie, we're going to have a big hit." [LAUGH] So I thought I was going nuts. I thought PAPER MOON is a good title. So I called Orson [Orson Welles] and he was in Rome cutting a picture. It was a bad connection, and he could hardly hear me. I said, "Can you hear me?" He goes, "Barely." I said, "Well, I just need you for a second. What do you think of this title: PAPER MOON." Pause. "That title is so good you don't even need to make the picture. Just release the title." [LAUGH] [INT: So you had his blessing.] So I had his blessing. So I called Alvin Sargent, the Writer… the Screenwriter, and I said, "Alvin, you know that scene we have in the carnival?" "Yeah." "Well, let's put a scene where she goes and sits in the paper moon. You know those old paper crescent moons they used to have in the amusement parks where you'd sit in them and have a picture taken?" "Yeah." "Well, let's have a scene like that." "Why?" I said, "Well, then we can call the picture PAPER MOON, and if they're so fucking literal, at least there'll be a reason for it, and then we can pay it off at the end." And all that happened because I wanted to use the title. [LAUGH] It turned out to be very effective. That's how that came about.