AH: There’s another thing about working with Actors, and that’s also like with George C. Scott in HOSPITAL [THE HOSPITAL]. He has a scene where he is about to commit suicide, and she [Diana Rigg's character] comes in and stops him, and he goes into this long, emotional scene about his relationship with his kids, about his lack of life, about impotence and what impotence means in every area of life, and he goes on and on like that, and I thought, “I can't ask this man to build these emotions 10 times for each angle that I’m going to shoot; it’s just too much.” And so, I created most of it in one shot. It took four hours to light it, because we were in a, not too big a room, and it... But it worked out, and it was just wonderful. Just in terms of acting, on the very first take, he started, and it was just going, and he was building, and his kids, and then the impotence and what have you, and he went on and over to the wall, and then over to her, and then over to holding the door to the outer office, and we were sort of three-quarters behind him, and at this one point he was supposed to say, “We have built the biggest medical establishments, and,” I’ve forgotten, “still our kids are out on the streets.” And when he got to it and he was supposed to say, “We have built the biggest medical establishments and still...,” instead he said, “We established the biggest medical,” and he stopped, and I knew that what his mind was saying was, “I just said established, how do I say establishment,” and out of him came, “... entity,” and he went on and on, and it went on, and all the builds, and I said, “Cut.” And I said, “Print.” It was just this wonderfully emotional take. And he said, “Oh, Arthur, I’m sorry.” And he said, and I said, “No, George, it was wonderful. It came from the gut.” And he said, “Let me do it again.” And we did a second take, and it was perfect. The first take is in the film. But think of an Actor in the midst of an emotional scene like that, building character and going through these emotions, saying a wrong word and being able to stay in character while he’s saying to himself, “I just screwed up. I said a wrong word,” and finding another word to take its place. I mean I just tingled at that kind of acting. You know, if he’d stopped and said, “Oh, I’m sorry, Arthur,” I wouldn’t have been upset. I would’ve said, “You know, we’ll just, we’ll do another take.”

AH: Actually, I only had one big argument with him [George C. Scott] in terms of acting. When he establishes, that scene [in THE HOSPITAL] continues and he has this really love relationship with her [Diana Rigg's character], and he becomes a new man. He’s... the impotence is gone, even physically, and she leaves in the early morning to go get her father, and he’s around his house, in his room. He had just… And I’d staged it so that he sort of didn’t know where he was going, and he sat into a chair, and I said, “Just jump up again and go to your desk, then don’t... and then finally go to the window,” which was in the script, “and shout to the world, ‘I love her. My god, I love her!’” And we do it, and he goes, and he’s doing all the things that I asked, and he gets to the window and he, “I love her. My god, I love her!” And I cut, and I said, “George, you know, I think it should be, out to the world, and he felt uncomfortable with it. And I said, “But it’s... it’s your new, you know, you’ve come to life and...” He said, “Arthur, it’s cliché.” I said, “But why do things become cliché? Sometimes that’s what makes it work.” And, “No,” he said, “I’ll try.” And he didn’t, and I said, “George, think of it as birth. Think of it as your first moment alive, and that's... it has to come out of you that way.” He said, “I don’t think I could... I can’t do it.” And I said, “Try it once.” And he went up and said, he got to that, he built, and he got to the point, and he said, “I love her…” and he couldn’t. He cut, stopped. And I said, “You’re right. You can’t do it.” And I thought he was gonna kill me. I mean, he turned, and he walked off. And I didn’t get it. But I was so determined. I thought, “Ah, I’ll get another voice to put it in.” And then, no, in SAG rules, you can’t do that without permission of the Actor. So I lifted a line from another scene, so that now when he came to the window, we were on his back, what you heard was, “I love her. My god, I love her.” And that’s how I did it. And I remember when we ran it for George, a rough, and when it was coming up to that part, both Paddy Chayefsky and Howard Gottfried got up and said, “We better leave.” I said, “No.” He said, “He’ll kill you.” I said, “I did it. I have to live with it.” He never commented on it. He commented how much he liked the film. You know, how he liked the emergency room scenes, which he had never seen. And he knew. He either said, “I was right,” to himself or that I tricked him, but it worked. But he let it go, and it went that way. But it’s a funny thing, and I was just thinking also in SEE NO EVIL, HEAR NO EVIL, my biggest job--Richard Pryor had burned himself with the cocaine and you know almost died, and came back. And my biggest job in directing on SEE NO EVIL, HEAR NO EVIL was getting Richard to believe in himself. He lost faith in himself. And that was, I had to... because he could do it. And just to keep him up there, and keep him up there was the, you know, the hardest part of that… There are just, the stories go, as we say, on and on.

AH: The stories go, as we say, on and on. I’m thinking in POPI, with Alan Arkin, one time when he’s got this plan of putting his kids out in the water to be picked up as Cuban refugees, but you know, you’re gonna have to give up your kids for life. But he catches them, or finds them at one time, and they’ve been beaten up by the kids in the neighborhood, and they’re bleeding, and he’s so upset that he then makes his decision and he’s, you know, “St. Jude, I’m going to do it. I’m going to do it.” And we’re shooting him on that, and I said, “Cut.” And I could see, I was afraid to say what I was gonna say, because I could see how the work, you know, how much was coming... work that, I said, “Alan, I didn’t feel it.” And I didn’t, despite... I don’t know what he did on take two. Boy, did I feel it. So, I didn’t even coach him, I just said, “I didn’t feel it.” And he did something internally and gave me that feeling. And there, also, I changed staging once to keep he and Rita Moreno apart when they were angry with each other, and they were supposed to be face-to-face fighting. I made them fight at a distance, and it gave them a whole different... I just remembered, when Alan finds the kids beaten by the teenagers, they’re still beating up on them. To get the feeling of reality there, I asked him to act with a camera tied to him, so that it gave us just part of his ear, and whatever it was he was doing, and he acted a scene with this camera hanging from him. You ask Actors sometimes strange things, like, I was working with Eli Wallach in TIGER MAKES OUT [THE TIGER MAKES OUT], and he had a scene where he’s in Midtown, New York, and everything, you know, everybody’s running around and busy as can be, and he’s walking down the street with all of this action going on around him, and he’s saying, he’s speaking to himself, but we’re hearing, I mean, he’s saying, “That’s it. Everybody gets up in the morning, you know, rush to the sink. Brush your teeth. Brush your teeth. Grab some breakfast. Grab your briefcase, into your clothes, out you go, rush to work,” and it goes on like that, and building to, “You’re all gonna have heart attacks.” You’re trying to say there’s more to life than that. And I thought, “I’d love it if when he’s walking down the street saying that, if everybody else was going at double-speed.” And I thought about rear screen and then I thought, “No, then there’d be nobody around him. Nobody in front of him,” and I thought of you know, blue screen, front, oh, finally I decided, “Forget it, you know?” When we were filming it, I had an idea, and I, as always with, we're on, you know, the streets of New York, and I said, “Eli,” I said, “Could you act at half-speed?” And he acted at half-speed, and we undercranked, which brought his performance up to normal speed, and everybody else was going like that. And I got 12 seconds of what I wanted. Now, again, you say, “I wouldn’t...” if he said, “I can’t do it,” I wouldn’t be upset, you know. But he did it. He could do that. I’m just thinking, 12 seconds in LOVE STORY, I wanted to get the feeling--Ali MacGraw was supposed to be this great pianist and that she had a great future as a concert pianist. Well, Ali doesn’t play the piano at all. Well, the obvious thing is you cut to somebody else’s hands on the keyboard and you cut to her, you know? But people realize, and I said, “Ali, would you learn to play 12 seconds?” And for three weeks, she studied 12 seconds of it, so that I did a shot where I was behind the group of musicians in this room looking through and seeing the audience and Ryan [Ryan O'Neal] in the audience, came across and saw... oh, as we came across, dropped down, and saw the hands and then panned up, and it was Ali. So, that you really thought, “My gosh, it’s really Ali,” then changed the... I mean, we switched to the... to Ryan, you know, but to give the feeling that she had done that, you know.

AH: And you know, it’s... You do funny things; I’m just thinking back to television days when I worked with Claudette Colbert in TV after her sort of career, but I knew that she should only be photographed from the left side, that was, you know, the only way they ever photographed her in the movies. And I staged carefully ahead of time, so it was all on the left side. And she was very happy and was going along. When we moved in for a close-up, she said, “No, nothing closer than a waist shot.” And I’m saying, “Claudette, this is television. You know, it’s a little screen. We have to...” “No,” and we argued. There was no way. Finally, I said, "Okay,” and we backed up and I said to the Cinematographer, “Put on a long lens.” And we got the close-up. And you can’t tell me she didn’t know what I was doing. She’d been around long enough, but that was part of her that she was... and she had to stand up for it. Or I had with Mickey Rooney who was like the fullest Actor I’ve ever worked with [on THE DICK POWELL SHOW: SOMEBODY'S WAITING]; it just oozes out of him. And it was a whole thing where he said, he loses his... his friends are upset with something he did, and a couple of teenagers are after him for breaking a bottle, and his relatives say, “Oh, we’re going out. You can stay in the house.” And there’s this lonely man, and he meets the girl next door, and you see the first warm human relationship of his life. And it grows through the day, and the mother invites him to stay for dinner, and he goes through the alley. He knows a shortcut to get a bottle of wine, and the teenagers have been looking for him all day, and they find him there, and they stab him, and they leave him lying there. And he says, “Help. Help...” And nobody can hear him at either end. And the little kid goes by and he says, “Call your mother. Don’t be afraid,” but the kid runs away. And now we’re shooting on him, and he says, “Finally, somebody’s waiting.” And he dies. And I said, “Cut.” And I thought, “Why is he dying? There are two more scenes.” And I realize he hasn’t read the script. He’s been playing whatever I said was in each scene. He looks at the scene and plays it, and he said, “Oh, sorry Arthur.” And we do a pick-up, and he doesn’t die. He took the scene to its logical conclusion. You’ve been searching all of your life. Finally, you find the first love of your life, and you lose, which is wonderfully dramatic. But of course, being a television show, the next scene is his buddies come looking for him, because they feel badly that they sort of chased him away. The girl comes looking for him, and they all go off in the ambulance together, so...

AH: And also in television, I worked with Errol Flynn in his last show [GOODYEAR THEATRE: THE GOLDEN SHANTY], and how do you direct him? In the read-through, he was wonderful that we did the day before. And I thought, “No problem.” And then I could see, as we were finishing, though, he was getting less and less confident, shall we say? And I realized it was, he realized the next day he had to perform. And I’m trying to boy him up, and he said, “Arthur, I’m used to 100 day schedule; this is three days.” And then I’m saying, “Think one day at a time,” the usual. And the next day, first he didn’t show up. He had this disease supposedly, you know, and finally we got him on the set, and of course the doctor checked; he was fine. But it ended up, I had to restage everything. It was really sad, because it was a little story, a Western, and just to see this man that you’ve seen flying through the air, having difficulty climbing into a wagon, and then to, I had to restage so that I could do just singles on him. And I would deliver. I’d be offstage, and I’d be delivering his lines to him. He wanted me, I’d give him his line, and it would come back to me fine. I tried, he’s been, it takes place in a bar, and he’s been telling the woman, he sneaks in, he regularly comes in and says, “Run away with me. I love you. I love you,” while his buddy is chopping gold out of the stones, 'cause they found that there. Only this time he comes in and she says, “I’m going with you,” which shakes him up. That’s not what he wants. And she says, “I left my husband who owns the bar a note on the bar,” and I thought, “I’d love it if he went to get the note and she got there first. Then he went around the bar, and she got there first.” So I tried. He couldn’t. So, I just made it one side of the bar. He still had trouble. And, so I got... we just got these huge boards and made cue cards. We wrote the lines. He still couldn’t, and finally he put his head down on the bar and he cried. Then he looked up at me and he said, “Arthur, I can’t do it. I just don’t know what I’m doing.” And I remember calling his Agent, and saying, “Don’t do this to the man.” I said, “I’m not talking about the program and what it costs, you know, of getting...” but I said, “Just, it’s the dignity. Just don’t let him work anymore.” And there were more stories, like... Nice man, two ex-wives came to visit, you know, happy. They still loved him very... and he was wonderful, let’s say, in, when we did looping. Boom, boom, you know? It’s just, somehow that just, it’s so sad to see that happen. Anyway…

AH: Or and how, again working with an Actor. In GUNSMOKE, I did a few of them, and there was always, you know, what the horse coach that comes through every week, it would arrive, and I thought, “What am I gonna do that’s different in the shot that, you know, you’ve been doing it every week, and every other Director is doing it?” And I said to Dennis Weaver, I said, “Dennis, when the horse carriage comes, the coach,” I said, “you’ve been expecting a present. You’ve been expecting this parcel for three weeks, and you think this is it, and you’re excited by it.” Well, I tell you, Dennis gave me such a performance, and it just, the Actors respond and can, you know, can do wonderful things like that. I was thinking also about delivering lines to Errol Flynn.

AH: When I worked on W.C. FIELDS AND ME, Rod Steiger and Valerie Perrine didn’t get on. And so, it just, they just didn’t work well together, and it got to the point where if it was a close-up, each of them preferred I be offstage doing... I’m just remembering, we were doing a close-up on Rod at the driver’s seat of a car, and I was in the passenger seat. It was a parked car. But the close-up on him, and I’m playing Valerie’s role. And take one, I said, “Cut.” And I said, “Print.” And Rod looked at me, he said, “I was wonderful, wasn’t I?” And he was. You know, it was just one of those takes that just, sometimes you get a great take and you think, “Let’s do another one; it might even be better.” But sometimes, you know, that’s it. And this was, Rod just hit just right. And he said... I said, “You were, Rod, it was just, you know, terrific.” And he said, “I want to thank you,” he said, “You gave me all of the emotions that I needed.” I said, “Good.” "No," he said, “It meant so much to me to have something to...” I said, “That’s fine, Rod. That’s fine.” He said, “No, it just did...” I said, “Rod, okay.” He said, “But do you know what you were doing?” I said, “I’m sorry.” He said, “Do you know what you were doing?” I said, “What was I doing?” And he said, “You were giving me her lines, then you were mouthing my lines at me.” I said, “No, I wasn’t.” And he said, “Don’t tell me,” he said, “I’m sitting there looking at you.” And I realized after I was feeling his performance. I was a beat behind. You think you’re keeping a straight face, because you don’t want to disturb the Actors or give them any feeling or anything. You know, you try to be hidden, and I thought I was straight-faced, but I guess I was feeling his performance, and so, so you get a lot of sort of embarrassments.

AH: There are a lot, sometimes it’s very simplistic and you’re directing, like in LONELY GUY [THE LONELY GUY], Steve Martin has met the girl of his dreams, and got her address and the phone number, and then somehow got ice cream on it, you see, and couldn’t read it. And now he’s looking for her, and he looks everywhere. He goes back to the place, and he can’t... He looks in the phone book, and can’t sleep. And at one point, he turned, and he’s talking to the pillow as if it were her and talking to her, and after a take, I said, “Cut,” and I said, “Steve,” I said, “what did the pillow say to you?” He said, “What?” I said, “If you’re speaking to the pillow, then it’s somebody. It’s something. What’s it response that you’re then playing on?” “Oh,” and he did then a terrific take, you know, because he was new at acting really. He’d come out of standup comedy. But still like, when we would, if I would do a scene where he and Charles Grodin were in it, and when I would get the scene, fine, the way I wanted. And if we were in a different location each time, I’d say, “Okay, you guys make up. Do something.” And they would create a little scene or do something, and we would shoot it. And so we got, so you never know quite where things’ll come from. Some of them are in the picture. Some aren’t. You know, but it’s that kind of film that you could put things in or not put them in, and you get... and make use of their talents at improvising, and doing, and obviously of playing off each other, you know... And you have to use as a, like in THE IN-LAWS, Peter [Peter Falk] always had different ideas on the scene. He... Peter has a lot of ideas, and a lot of very good ideas, but you’re trying to do your vision, and so you’re trying to keep a certain way, and so we were having discussions. I devised a scheme where I would do, get what I wanted, and then say, “Okay, let’s do one Peter’s way.” And we would do one his way, so that I didn’t get into a half-hour of discussion on every shot, and that would, or you know we’d be adding days. And I worked that way, and the odd time I thought, “Gee, I liked...” I’m just remembering about liked better, when I worked with Peter and Natalie Wood in PENELOPE, and we were filming in the Museum of Modern Art in the Sculpture Gardens in New York and did a scene and got the shot, and I think it was the fourth take I said, “Cut. Print.” And I went with Harry Stradling [Harry Stradling Sr.], the Cinematographer, to lay out the next shot, and Peter came over and he said, “Arthur,” he said, “Natalie and I felt number three was better.” And I explained why I felt number four gave us more, and he said, “Yeah, we feel three,” and you, and I said, “Yeah, but four did this,” and... “We think three...” and they were all good takes. It’s not that one was... and he kept on with three, and finally I said, “Hey, I’ll print them both. What’s the big deal? And tomorrow I’ll look in dailies. If three is better, I’m agreeable.” And the next day, I watched dailies at noon, and indeed three was better. And I came back on the set, and I said, “You guys were right. Three was better.” And they laughed. Why did they laugh? They’d gotten the Assistant Director to change the numbers on me. So, they didn’t get after me anymore. But... [INT: That’s funny.] Just thinking in terms of acting or how, you have to know about getting performance and getting reaction. And just thinking about Peter, how wonderful he is in the dinner scene in THE IN-LAWS, talking about the tsetse flies and all the... I mean it’s so out of this world, and yet he kept it so real, and that you’re... think, “What is... could that?” But watch the scene, as wonderful as he is, watch Alan Arkin’s reaction shots, how necessary that is, too. What Alan would do with the raising of an eyebrow, or a little look, or just... and you need each thing, that’s... To do your scene, and to get your feel, it has to be everybody. It has to be that wonderful storytelling, but it has to be that wonderful reaction, and that’s the excitement that you do something sort of different each time.

INT: Have you ever had an Actor with an affectation or a quirk that you wanted to lose or change?

AH: Yeah, it’s interesting. When I did THE OUT OF TOWNERS, so many people came up to me and said, “Oh, you’re such a wonderful Director.” And I said, “Thank you. Thank you.” And they’d say, “The way you got Sandy Dennis to stop going [MAKES SOUNDS],” all that sort of stuff, you know, [MAKES SOUNDS] and they said, “How did you do that?” And I said, “I said to her, ‘Please don’t do that.’” And it’s true. That’s all. Nobody ever said to her, “Please, don’t do that.” So, you get, it’s simplistic sometimes, just say that, or on the same, on OUT OF TOWNERS, my big problem with Jack Lemmon was trying to get him to argue with me. Jack would come over and say, “Arthur, what would you think if we did this and this, or I said this and this?” And I’d say, “I don’t think so.” And he’d say, ”That’s what I thought,” and walk away. And I finally got him, and I said, “Jack, if you feel strongly, if you feel it emotionally, argue with me, because maybe when I hear you then something will click, or maybe I’ll find that it’s something else that’s really bothering, and I’ll find a way.” I couldn’t. He just couldn’t. If you’re the Director and you said, “No,” he would just walk away. But other pictures you had, I had arguments or dis... you know, sometimes in trying to get the performance from, you know, a wonderful Actor, Peter O’Toole, just wonderful, but there were times when I wanted something, just no way he would give it to me, and... But you know, you almost, what I ended up doing a few times was without doing it sort of face-to-face, but doing it in my way was give him the feeling, “Oh, you’re not doing it my way because you can’t do it.” And he would do it because, to show me that he could do it. Fine, I don’t care. I got, you know, what I was looking for. Or sometimes you’ll find there are things between Actors that go on. We’re filming a scene one day, and Sophia Loren came over, and she was just so upset, and she said, “Arthur, I’m so upset.” And I said, “No, Sophia, you’re right on. You’re playing the character just right.” And she said, “No, I’m not talking about the scene. I’m talking about Peter.” And I said, “What do you mean?” She said, “Every time you say ‘ready’ and you’re gonna say ‘action’, he looks at me and he says, ‘What makes you think you can act?’” I said, “Sophia, he’s just trying to get your adrenalin up for the scene.” She said, “I’ve been acting long enough to know when somebody’s trying to get my adrenaline up and when they’re trying to put me down.” And I said, “Well, I’ll speak to him if you want, but if you can show him that it doesn’t bother you, then...” And she said, “Easy for you to say. Not so easy for me to do.” I said, “I’ll tell you what to do.” She said, “What?” I said, “The next time he says it, you look at him and you smile, and you say, ‘Fuck you.’” And she laughed. And I said, “You can’t laugh. Just smile.” Well, about an hour later, she came over in heaven. It worked.

AH: I had the same sort of thing on OUTRAGEOUS FORTUNE where Shelley Long and Bette Midler came from different kind of acting styles. Shelley's very, intellectually works through everything and Bette, it just comes out of so to speak. I’m exaggerating both, but... And so they sort of didn’t get on right away, and it went downhill from there. Part of that helped me because that was... they were supposed to be at each other, but it gave a lot of problems. I can’t tell you how much time I had to spend going from trailer to trailer to give each one the feeling that I was on her side. And yet at the same time trying to bring them together. And it got to a point where I really thought, “No, I just have to bring them face-to-face,” and I worked out alternatives to… I thought, “When I've set out this for them, this will bring them together.” And I got to them, I said, “Look, you know, we’re having these conflicts and these problems,” I said, “We can go on this way. That’s one way. Another way we can admit that we’re both a little, you’re both a little at fault,” you know, get them to say, you know, “We’re gonna do it, start again in our relationship and forget all of the other…” I’ve forgotten exactly how I... And then I said, “And the third, you know, so that we would be at peace, and you know, now we would go the new way, and everybody will be happy.” And I stopped and thinking how they’ll say, “Okay.’” And they just, they went at each other, I mean, even physically. I thought, “Arthur, you missed the boat. You did not, you did not come up… a Director’s supposed to figure out these things.” It did work out, and they did become friends, but it took time, and they really were. By the time we finished, everything was okay, but those are the... I can remember once...

AH: And I guess this sort of sums up the kind of things you have to do. I was one time talking with Maureen Stapleton, and I was trying to give her an emotional move, a drive. And I was explaining why the character would feel this and go... and I was having, I knew I was not expressing it well. I wasn’t quite getting it, and I would try another, and I was going, and finally Maureen said, “Arthur, it’s okay,” she said, “You don’t have to explain it. Just tell me what you want, and I’ll do it.” And I just said, you know, “Warmer and,” boom, she... That was it. And sometimes you do have to go into very involved discussions, and sometimes you can be simplistic. There’s the old joke about the Director saying to the Actor, “Remember, when there’s that knock on the door, for two and a half days you have been waiting for that knock. Every day when you got up, you thought, ‘This will be the day.’ Every hour you thought, ‘Now, it’s gonna happen.’ Just remember when that knock sounds, and you jump from that desk that you have been wanting this knock for this long.” And the Actor says, “You want me to play the door, right?” And you know, it’s sometimes you need to tell them the whole emotional thing, and sometimes you just say, “Play the door,” and...

INT: Have you had Actors who have not adhered to the script or Actors who really are very protective of the written word?

AH: I would say that most of the time Actors work with the script. I’ve had... That doesn’t say that an odd line won’t come up and something, and they’re often very good lines, but most, 99 percent of the time, if not more, they stick to the script. You’ll get things like, I remember in CARPOOL when Rod Steiger is the big business man who won’t deal with the Tom Arnold and David Paymer characters, and then finally it, through a whole series of meetings, he finally breaks down and says all right, that he’s going to do it. And it’s a big conference table, and Tom Arnold runs around to the table, to where Rod is and says, “Yeah, wonderful! Give me five!” And Rod looked up and said, “I wouldn’t give you three.” And it’s wonderful. It just fit in, and you get lines like that from the Actors. But you can have it the other way. On AMERICANIZATION OF EMILY [THE AMERICANIZATION OF EMILY], there was a scene... I wasn’t getting quite what I wanted from James Garner, and yet he was, there were the words, everything, and it was happen--something was bothering me, and I tried different things, and it was, fortunately it was close to the end of the day, and I said, “Let’s call it a day.” And I did some inserts, and then I thought about it on the weekend, and I spoke, I went over to Jim and I spoke to him, and I said, “Jim, what it was was we all love Paddy’s [Paddy Chayefsky] dialogue so much; it was so wonderful,” he was protecting it, and he was playing every line as if it was the best line in the movie, because he didn’t want to hurt those words. But then you get this character and not the... and I said, “Jim, you just play the character. The words will look after themselves.”