INT: What did Renoir [Jean Renoir] say about...? 

PB: Well, I will tell you first of all and this; the whole Singapore adventure [filming SAINT JACK] was remarkable because we were doing it really under the radar. And kind of like guerrilla warfare. The reason that Singapore banned the book and the reason they wouldn't have been happy if they had known we were doing it was because they wanted to pretend politically that there had been no such thing as American soldiers coming over from...during Vietnam [Vietnam War] and using Singapore as an R&R camp with hookers and etcetera. They didn't want to cop to that. They said that wasn't true. Well, it was true. It was true. So that's what they were trying to expunge from history. Well, actually I always thought that making the picture that way sort of under the radar and sneaking around and sort of doing it illegally was part of what gave it the dynamic that it had and in fact I think it's something that's good for pictures and it reminded me of something Renoir said. He said, "When you make a picture you should gather around you not associates, not collaborators, but conspirators." I love that. And I think that whole idea of doing something sort of slightly illegal; it was a great line of Leo McCarey's who had made a picture and didn't like it; for his first picture, didn't like it and thought it was a disaster and had to see it... show it to the studio. And he was sitting on the steps of the projection room, waiting glumly to show it to the… And Jack Ford [John Ford] comes along and says, "What's the matter Leo you look down." He said, "Yeah, I made a lousy picture, I've got to show it to the studio." And Jack said, "Well I just made a pretty good one, why don't you show 'em mine and tell them you made it." And McCarey said, "And I always regretted that I didn't do it because it's the perfect way to start in movies with a touch of larceny." [LAUGHS] It's the... You know, and that connects also to something Orson [Orson Welles] said about, "You know it was the first great step downward for the acting profession was when Henry Irving was knighted." And I say, "Why do you say that?" "Because artists shouldn't be respectable." So that all connects. So we made SAINT JACK under the radar and made it… It was not just a "fuck you" to Hollywood movie; it was a kind of "fuck movies" kind of movie. It was-it was-it was a way of saying... because Benny [Ben Gazzara] and I discussed it. We said let's not do any scene in this movie that's obligatory. Let's not put any scene that would normally be in the picture. If there is a scene like that let's take it out. And we would do it, we would say this is the one of those things; let's not do it, you know. And it reminded me of something Howard Hawks said. He said, " You know, audiences expect certain scenes in pictures; they know they're going to come up. And when you don't give it to them they're so happy." So we decided to make a movie that had none of those kind of scenes in it.

INT: Gazzara [Ben Gazzara] seems like he was very much of a collaborator with you on that film [SAINT JACK]. 

PB: Oh, Benny and I were closer I think than any other Actor I've ever worked with on that picture. [INT: What led to that do you know?] Well it was just like that; the part, I mean he was never off. It was his story; he was Saint Jack. He was never off camera and the picture lived or died on his performance. He gave a great performance and I had seen him on the stage in the first three things he did in the theater in New York. I saw him do END AS A MAN, Calder Willingham's play, which became a movie; a strange one not a very good movie but not a bad version of Benny's performance. And I saw him do CAT ON A HOT TIN ROOF on Broadway and at HATFUL OF RAIN on Broadway. I've never seen a more interesting and more... I mean his silences were explosive. He was-he was an amazing stage Actor and I didn't think any of the movies except the ones he did with Cassavetes [John Cassavetes] like HUSBANDS had... and maybe to a degree ANATOMY OF A MURDER; I didn't think he quite captured what Benny could do. And I think SAINT JACK is an example of what he could do. And THEY ALL LAUGHED to a lesser degree, which we made right afterward. [INT: Right, right now they all left--] But I worked very closely with Benny all the way through it. We-we never had a final shooting script on SAINT JACK. [INT: Oh really?] We-we wrote it as we went along. We knew what the plot was and we had a pretty strong... we had a pretty strong construction of how it would go, which was solved by Howard Sackler the playwright. Because in the book-in the book Denholm Elliott's character, the accountant comes to Singapore once; everything happens to him that happens and then he dies and that didn’t work. So Sackler is saying come up with this solution, which is this big contribution to the script. He said, "Have him come three times and that will be the three acts. In each act something else happens and then the last one he dies." It was a big solution. So we had that, but we-the dialogue in each scene was made up as we went along; a lot of it. You know when we... This was a book about a pimp and hookers and in the original book there's no hookers; there's no characters that are hookers. I think it's because Paul Thoreau the Writer was married at the time; I don't think he wanted to put in what was really happening. [INT: Right] But we-we were both living with somebody; he was married and I was living with Cybill [Cybill Shepherd] but we-we did a lot of research on the scene and put a lot of it into the picture. We had real hookers in the movies that we "saved" so to speak from the street. And but you know saved them and sent them home. Gave them enough money to go home. One of the... well the girl who gets the watch in the picture, that Benny gives the watch to she-she was a girl who worked in a bordello; I met her, I liked her, I thought she was adorable and very, very sweet, full of terror. Got her enough money she could go home. We did that with the number of people. There's certain lines of the picture that were said to me by prostitutes that are extraordinary; one of them was a girl who I gave her a lot of money to go home and she just looked at me and she said I look for you Bangkok, I look for you... it's the only thing she ever said to me in English; I look for you in Bangkok. We changed it to I look for you in Sologne [Sologne, France]. So there was a lot of stuff that we learned particularly, you know, sort of in the trenches that we put into the picture.

INT: It sounds in many ways like SAINT JACK was a-was an ideal experience at both filmmaking, and adventure, as a collaboration with an Actor; do you think it was the film you had most enjoyed making or do you have another one? 

PB: I'd say that there were three films that I absolutely adored making. I think THEY ALL LAUGHED, SAINT JACK and WHAT'S UP, DOC?. WHAT'S UP, DOC? was just so much fun. I was riding high; PICTURE SHOW [THE LAST PICTURE SHOW] was a hit. Everybody was... thought everything I said was brilliant. It was fun to make a wild comedy. I think that the spirit of that picture; the spirit I had in the kind of mood I was in, which was very good; I was in love with Cybill [Cybill Shepherd]. Polly [Polly Platt] was my first wife; she was working on the picture even though I was living with Cybill; everything was--seem to be okay and it was a happy ending kind of movie. And it's the picture shows that. SAINT JACK and THEY ALL LAUGHED which were made one after the other I think are the two most intense filmmaking experiences besides THE LAST PICTURE SHOW that I've had in terms of getting deeply involved in the, in the very fabric of it. And the same thing that happened on THEY ALL LAUGHED happened...had happened on SAINT JACK, which was that we had a pretty good idea of what the script was that the scenes weren't written. This dialogue was made up just before we'd shoot it in many cases. [INT: Really?] And I think that had a lot to do with the freshness of it. One time Orson [Orson Welles] said to me; "You know, the terrible thing about pictures is the-they're canned." And I said, "What?" "They're Canned." I said, "What do you mean?" "They come in cans." I said, "Yeah okay I understand Orson but I lost you; what do you mean?" "Well anything that's canned isn't exactly fresh is it?" [LAUGH] So I thought about that and I thought well okay, when do you can things, because I remember my mother used to make preserves, so I thought when do you can things? At their freshest, hopefully. And so what could be fresher than Actors saying lines for the first time never having been given them before until just now? And so I did that... we did that a lot on SAINT JACK and particularly with the Asian Actors who didn't read English anyway and hardly spoke English. I'd say, "'Say this; say Wally, Say Wah-Wah Plymouth pink. Wha.'" And he'd say it and it was wonderful. We just--they just did what I ordered. And Benny [Ben Gazzara] would write the scenes; for example and-and we personalized it like with the English Actors in the-in the-in the guys talking about Hong Kong and all that. Jimmy Villiers and Joss Ackland and all those Actors who came or Rodney Bewes who came over to be in the picture. We read the dialogue and I said this stinks; this... all this dialogue stinks. So I said, “Let's-let's change it all.” "You guys what would you say? What kind of... order a funny drink." "Well I'd order a Frogit." "What's a Frogit?" "Well order it,” and we'd... and they'd make it up. Or Denholm [Denholm Elliott] had a speech about what his dream retirement would be and it was shit. And I said, "What would you like Denholm if you retired? What would you... wr-write it..." and he wrote it and we shot that. It was like that and-and all THEY ALL LAUGHED it was very free form. We-we... you know like we had to shoot with John Ritter and Colleen [Colleen Camp] on Fifth Avenue and crossing Fifth Avenue and then walking up Fifth and… I remember going over... they were staying... we were staying in a... they were staying in a beauty salon waiting for me because we didn't have dressing rooms or trailers or anything. They was too much trouble. And I came up and I said, "Okay its war down there; here's the dialogue," and I'd give them the words. And they, “What's the line?” And I'd say, “No, not repulsive, repulsive, impulsive, da, da, da. You say, you say, ‘Uh, well you say well you gosh you're very impulsive.’ ‘You say repulsive?’ ‘No impulsive.’” And-and we'd do it and we'd say... they'd say it a couple of times and they'd say well let's shoot it. [INT: Right] Like that. And I think it gave it that kind of spon... feeling of spontaneity and I think it was one of the things that I liked. And I was, of course, THEY ALL LAUGHED was the most beautiful experience because I was madly in love with Dorothy Stratten and I loved John Ritter and I loved Audrey [Audrey Hepburn] and-and Sean Ferrer and everybody on the picture it was, you know... Benny was not having a great time on that picture; he was sick. Having a sort of mental breakdown, but we got him through it. But that was the most... that was the most memorable experience I had.

INT: It's a film [THEY ALL LAUGHED] that really, you really feel your love for New York, for romance. I-I think it's... In my opinion it's your most personal film. 

PB: It is. It was definitely. I knew it at the time because it started out as a film, we... THEY ALL LAUGHED started out as a film we were going to make about Benny [Ben Gazzara] and me and Ritter [John Ritter] and all of us having affairs. Falling in love, falling out of love, what did it mean to be in love as opposed to love. What did it mean to be married and not married; what was all that about. What was it all about and I decided not to make it personal in the sense of it being really about a film Director and Actors and so on. But rather to cloak it in the disguise of genre, which is what all the great filmmakers of the past had been doing. Howard Hawks had his own ethos, his own code, but he'd cloaked it all in genre; whether it was western or detective picture, adventure story. So we decided... I decided to make it a detective picture because detectives, you know, get involved in other people's lives as we do as filmmakers. And so it was really a meta-metaphor in a way; a kind of genre coating to a very personal story because here I was in love with Dorothy [Dorothy Stratten] and falling in love with her as I was writing it and she was falling in love with me and all that. So it was the happiest time of my life making that film.

INT: And am I correct that you had to put it out yourself [THEY ALL LAUGHED]? 

PB: No, no I didn’t-I didn’t have to. I-I ended up doing it because I was, lost my mind. Because--it was true, because Dorothy [Dorothy Stratten] was murdered and...a month after we wrapped and the bottom fell out of everything. It just went from-it went from the best of times to the worst of times in a split second. And I made an enormous number of bad decisions after that including ones that, you know, robbed me of all my "fuck you" money and I decided to distribute the movie myself because thought... I didn't trust anybody, which was ridiculous. And I-I blew $5,000,000 doing that. $5,000,000 was a lot of money then.

INT: Had the company that financed the film simply lost... 

PB: No, I didn’t... [INT: Interest or faith in it or?] No, nothing. I did it myself. I said, “I want to buy it back and distribute it,” and said, “I don’t trust you guys.” Fox, it was 20th Century Fox. [INT: Oh I didn't know that.] Yeah Time Life Films put up the money and Fox was the distributor and they... we did a preview and they didn't... I think the preview went that well and I said, "It's fine I'll do it myself. Fuck you,” and I gave them $350,000 to buy it back as the first payment; put my house up for mortgage, got the money and we had... UA-UA; United Artists came out and said, “Then we'll distribute the movie.” PSO [Producers Sales Organization] said, “We'll distribute the movie.” Fox said, “We'll distribute the movie.” I said, “No. I don't want you to. I’ll do it myself.” I was completely off my rocker. I said I'll... Columbia [Columbia Pictures] said, “We'd like it with a soundtrack album,” and I said, “No, I'll do it myself.” I didn't because I ran out of money. [INT: Wow.] I completely fucked up. [INT: Fascinating] Do not ever self-distribute. Never. [INT: But-but...] The only person that ever made that work was Cassavetes [John Cassavetes]. Amazingly he did on-on THE WOMAN UNDER THE INFLUENCE [A WOMAN UNDER THE INFLUENCE].

INT: But look, had it [THEY ALL LAUGHED] made a great deal of money, if everyone would've said you were, you know, very prescient to have done it, so I mean that’s... 

PB: No it couldn't happen. It couldn't; it cannot happen and I'll tell you why. We played... for example and this is just one example. We played the Beverly Hills Music Hall, 15 weeks at the Beverly Hills Music Hall, doing very, very good business every week. It came time to open the picture on the city break; we made a deal with Mann theaters to... Well, we wanted to be in Westwood--we wanted to be in Westwood because of the kids at UCLA and we almost, you know, did anything we could; we took a lot of shit in order to get into the theater in Westwood and we did we got into theater and we were the most successful film that week in Westwood. And guess what we got pulled but next week for Paramount [Paramount Pictures] because they wanted to put REDS in. You can't fight the majors; even if you have a hit they’ll pull you. We did 19 weeks at the, one theater in-in Seattle. We did great in Philadelphia one theater for weeks. But you can't-you can't-you can't do it unless you-unless you do what John [John Cassavetes] did, which is made it into that was all he did. And he did it-he did it; I don't know how he did it, but he did it. I didn't. I also was completely fucked up because of Dorothy's [Dorothy Stratten] death and so I sort of slightly did it with my left hand. [INT: How did you feel about--] I think I had a death wish. [INT: Yeah.]

INT: How did you feel coming out of that period and going into MASK, which was a good four or five years after that? 

PB: It was a terrible period. [INT: Was it like starting over from scratch for you?] No it was I-I did-I didn't-I thought I'd never make another movie. I determined I would never make another movie. I said I'm not ever going to do another picture. And the only reason I did MASK was because I had to, I had no money. I had blown it all on THEY ALL LAUGHED. And I-I had to make a picture. There was no way I could not make a picture. I spent over three years writing a book about Dorothy [Dorothy Stratten]; a book called THE KILLING OF THE UNICORN [THE KILLING OF THE UNICORN: Dorothy Stratten, 1960-1980], which-for which I got paid you know not a lot of money and it was much reviled upon its appearance. We got one good review from Charles Champlin, the LOS ANGELES TIMES; we were in the bestseller list for a couple of weeks; a few weeks, but there was a tremendous sort of groundswell of animosity towards me that was fueled by various sections of the community. And the book was very anti-Playboy and just a lot of enemies came up and decided to kill me. And MASK came along and I was interested in... I knew I had to make a movie and they offered me this and I thought it was an interesting story. The script was 100 pages and it covered 10 years of the kids life. I said this is not a work. They said what we want you to work on it; I did nine drafts with Anna Hamilton Phelan sitting in a room with her and Marty Starger [Martin Starger]. Nine complete drafts before the picture we shot and then all the stuff with Cher and Sam Elliott was written on the set. All that dialogue it was... had nothing to do with Anna. And I, a lot of it was, you know, let's have-let's have this how this should end like this and this and what should happen. So we went through it; it was a lot of work on the script. The reason I was interested in was because, strange enough because of Dorothy Stratten. We used to walk down the street here in New York with her and she was so stunning that no photographs, and no movie ever captured how stunning she was in life. Some people look better in the movies like Cybill [Cybill Shepherd] and some people the camera can't handle it; Dorothy was one of those people. So we'd walk down the street and everybody would stop and look at her; dogs would stop. I'm not even kidding, dogs would... [LAUGH] It was-it was staggering. And I'd say, "Everybody's looking at you," she says, "No they're looking at you," she would be in denial. I would say, "They're not looking at me. If they're looking at me they're just looking to see who you're with." And it wasn't because she was famous from Playboy, it was just she was striking. And I said, "How does that make you feel," she said, “Very nervous.” "Why?" "I don't know I always feel like I've got ice cream on my shirt or something." She could not relate to the so set apart by her looks. And here... and-and one day she went to see THE ELEPHANT MAN on Broadway; I couldn't go, I was cutting or shooting or something. And she'd never seen a Broadway play and she was completely bowled over by THE ELEPHANT MAN. And one day we were and Doubleday book shop and she picked up a book about the real Elephant Man [Joseph Merrick] whose name I can't remember now and it was a real book with these horrifying photographs of him. I couldn't even look at them and she was pouring over them and I couldn't figure it out. Well after she was killed I figured it out that... because I went to see THE ELEPHANT MAN and I realized that to be set apart because of how you look whether it's ugliness or beauty is equally disturbing because you're an outcast. You're set apart, something is different about you. And so she and Rocky had a lot in common, so that-that was a kind of an amazing realization for me and that's one of the reasons I decided to do MASK. Also I needed the money as I said.

INT: Well it also begins a part of your career where you go from making, from what you had been doing, making very personal films to being a Director for hire and I wonder if you can reflect a little bit on what the difference for you is... 

PB: Well I... [INT: Emotionally you know what the difference in the job is to you when-when you are taking on a project that you haven't started or don't necessarily have a deep personal interest in?] Well last... THEY ALL LAUGHED was the last film to date that I conceived and that was my movie; that was personal to me. But I tried with the other films since then to make them as personal as I can and to personalize them and to do the best job I could depending on, you know, for the given text. MASK I managed to make into my own film as much as possible and I made it into quite a good picture I thought and then I was very upset with what happened to it because the music was... that I-I... Bruce Springsteen… I was the first one to get permission to use Bruce's music for the picture and it had to be removed "over my dead body" so to speak and I got into another beef with Universal [Universal Pictures] while I was having a beef with Playboy, so I was very litigious. I remember Norman Mailer telling me I was making a big mistake to be suing everybody, which was not a good thing. Don't sue a studio. Not a good move.

INT: Did you... What were you suing Universal [Universal Pictures] for? 

PB: For fucking up my movie, by taking out the music and eight minutes. [INT: Did you feel that you had a contractual?] No, but I was so upset. You know it was all; everything that happened where I struck out was all out of frustration for what had happened to Dorothy [Dorothy Stratten]. Now I can look back and realize that I was striking. And I, hadn’t wasn't in therapy until later. So for five years I was striking out and burning bridges. I made a lot of mistakes. MASK was a beautiful movie which now exists in a DVD; a Director's cut DVD. [INT: And they've restored those?] They put the music... we put the music back and the eight minutes and it's the movie that I made and it's quite a different movie. It's much darker. The print, it was printed darker. They were so pissed off at me that they actually printed the movie five points brighter than we intended; then László [László Kovács] and I intended. Five points just straight through the movie. Completely ruined the look of what we'd planned which was a rather darker movie and the makeup looked much more realistic that way. And the bikers; everything was darker. It was much, much better. That exists now. It took 20 years to get it that way. So making that picture for hire was not what it-what it should've been.

INT: Was NOISES OFF something that appealed to you because of your beginnings in the theater and because of your-your love of Actors? Was it a...? 

PB: NOISES OFF I saw on Broadway and thought it was one of the funniest things I've ever seen and thought I'd like to make a movie out of it. And Hitchcock [Alfred Hitchcock] had once told me, he says, you know, I asked him--talking about DIAL M FOR MURDER I said, "Why is it that you didn't open the picture up much Hitch, you-you left it pretty much... you shot it in that apartment pretty much, you didn't..." "No. If you have a hit play just shoot it, don't open it up, don't try to make it cinematic. I mean what have you got; you've got people getting in and out of cars who cares?" [LAUGHS] So his point was... oh he went on he said, "Because when you buy a hit play, what are you buying actually; you are buying the construction because it's the construction that makes a hit. If you change the construction you're ruining the very thing you've bought." Well it's the perfect answer. [INT: Outrageously sensible.] It's just so sensible. So they had this book--play NOISES OFF and the Spielberg [Steven Spielberg] company [AMBLIN ENTERTAINMENT] had bought it and I went to them and I said I'd like to direct it. "Do you want to direct it?" No he wasn't planning to do it so I said, “Well I'd like to do it.” "How are you going to do it?" They had two scripts and then three scripts and they hadn't licked it. And the scripts were all over the place. I said, "Well you can't do this. You've got to do the play." "Well how can you do the play, it all plays in the theater?" I said so. I mean LIFEBOAT all plays in a Lifeboat. REAR WINDOW is all in Jimmy Stewart's apartment. If you know how to shoot it, it will be our right. And that was the big challenge and it was a wonderful challenge and I have good Actors and I loved the idea of doing the play. So it was the challenge was how do we make this play worked in a movie? And the decision had to be made for every single line of dialogue where is the camera; are we cutting or are we doing this in one piece; what are the... And one of the big decisions was because you sit there in the theater and you see this thing happening. These Actors are running up and down the stairs, running in and out of doors and you sit there and part of the dynamic of the evening is will the Actors survived the night. Will they make it through the show without breaking her neck; I mean how do you make that in a movie, you can't because the audience knows in the movie nobody broke their neck. But I thought if I have... if I asked the Actors to play long pieces of this without a cut with the camera moving up and down following them; 15, 18 pages without a cut, they will be nervous because they will say Jesus if I screw up we have to go back to the beginning because he's not covering this. So you had five or six, seven, eight, nine good Actors; nobody wants to be the one that screws up and gotta go back to the top, so everybody's you know under pressure. I figured some of that would communicate itself to the public and that's what we did. We shot--and if you look at that picture… I've looked at it recently, it was on television and I watched some of it. I was shocked how many scenes go on and on and on with no cut. I was like when did we cut here; I said did we cut? You know. [LAUGHS]

INT: It [NOISES OFF...] has that energy that I also see in Preston Sturges films where those longs takes sort of get everybody in hysterical, you know, tension. It's very interesting of a way to solve that issue with the play and turning it into a movie. 

PB: That's the idea. It's because the Actors know that they have to do it in one piece. [INT: Right] And that's what creates a certain tension that communicates itself. So that's what we did. A lot of that was done that way. We got to the second act... We rehearsed--first of all I said, “We have to rehearse six weeks and then we'll shoot it in six weeks.” We did. We rehearsed the first act, blocked it out, knew what we were doing, figured out how to do it, I figured out what scenes we would shoot. We built part of it at Universal [Universal Pictures] and then we knew we had to shoot the reverses where you would see into the audience; we had to shoot that elsewhere. So we jumped... we skipped those shots and put them aside so that we only shot out into the theater and we shot in three different theaters in Los [Los Angeles]... real theaters because we couldn't build a whole theater. So we just built the proscenium and the backstage and the stage and then if we had to do something where you'd see out we shot that in a real theater. So any of those kind of shots where you'd see out we skipped those. We said, “Okay we'll do the shot; we owe this shot; skip it.” So it had to be very carefully planned. We didn't do a storyboard but we... I said, “Okay, this section is shooting that way, so we'll do that somewhere else.” And that's how we did it. Any time you saw Michael [Michael Caine], for example, in the theater as the Director those shots were shot at another time. But we rehearsed, rehearsed, rehearsed the first act a couple of weeks, got it down and we got to the second act and I said, "Holy shit." Because the second act, the whole... most of the second... two thirds of the second act is dumb show. There's no dialogue except what's going on on stage and back... were backstage and we're seeing... you hear the play going on on stage but on backstage you just see them doing all this stuff. [INT: Right] Well, I did something unheard of. I said, "I can't do this." I'm telling you right now; I said to the Producer, "There is no way that in two weeks I can stage this and have it ready; no way, I can't do it." "Well what are you going to do?" I said we've got to get somebody who did it on this stage and tell us what the fuck they did, because all it says is they do this and I knew there were jokes that weren't even written in this text because I said to the playwright [Michael Frayn], "Where's that joke where she falls over the couch?" "Oh that wasn't in the text, that was the play... the Director put that in." I said, "Oh great. Are there a lot of those?" "Yeah a few." So we got Michael Blakemore's assistant in London, Elizabeth something, and we flew her over. And I said, "Show us what you did." Well they were horrified that the Director would do that. I said, “I'm not-I'm not-I'm not proud; I don't give a shit.” I said, “There's no way to do it. I'm going to have to figure out how to shoot it, but I've got to know what that thing is.” It's like having no text. [INT: Right] “Make it up.” “I can't make this up.” So she'd show us how they did it and then we figured out--and then we adapt it and we shot that. It worked fine. We thanked them. The third act wasn't a problem, but the second act was absolutely horrendously difficult.

INT: I think that's a very interesting point about directing and I think... I wonder if you could maybe talk a little more about it. One of the things I learned early on is if I don't understand it it won't-it won't come across. I have to know what I'm trying to say and frequently as a Director you wind up to very honestly look at people and say, "Help me do this; help me,” you know… I guess my question is people want authority; sometimes you just have to give in and say, "You know, show me, help me." How do you balance that? 

PB: I think the point is that you the Director is the leader. And you are the leader and you do 95-98% of the time you know what you're doing or you know what you want. Sometimes you don't and I will often say, "I don't know what to do here; who's got an idea?" Or I remember on PAPER MOON there was one time when I just simply didn't know how to do this shot. I said, “I don't know how to shoot, where to put a camera for this. What you think about László [László Kovács]?" He said, "How about here?" I said, "That's great." But that doesn't happen very often but now and again just say it. I don't know… On PAPER MOON I had scene I could not figure out how to shoot it. And Orson [Orson Welles] has said, "If you can't... if you don't know how to shoot something then probably the scene isn't right." "What would you do Orson?" "Well let's call it a day." And so I did. I said, "Okay, let's wrap. I don't know how to do this. We'll figure it out tomorrow," and we went home. And in the night it came to me and I figured out how to do it. I figured out what was wrong with it.

INT: So you're honest? 

PB: Yeah. [INT: I mean that's the...] Yeah. The most interesting, was an amazing moment; talk about losing control. On DAISY MILLER we went out to the place where we were going to shoot the funeral, Daisy's funeral. I got there I saw the mound with the daises on it and it was a set; it was all built; it was a fake graveyard. I looked down there for a few minutes and I realized I was going to start sobbing. I could not control it and I said, "I can't shoot this today," and we went home. We were ahead of schedule; I just can't, couldn't do it. I was overwhelmed by the idea of it. But generally you just say, you know, for example, on NOISES OFF is a good example. We couldn't figure out how to time it, all the pantomime, because you have to time it to certain dialogue that was on stage and that would vary every time you did it. It would vary and guess who solved it? Carol Burnett. She said, "Why don't we-why don't we record it and use playback? It's like a playback and then it will stay the same, so we could rehearse it to the playback of the people speaking on stage it would have a finite length of time." [INT: Interesting.] It was like a musical playback. [INT: Right.] Because you had to have a certain amount of time; we had to rehearse it within that time and know that we--because they had to... at a certain line they’d have to be there. How do we do it; I couldn't figure it out. And Carol said, "What if we do it to playback;" we record everything and so we did. We recorded it two-two speeds; normal and faster. And we'd rehearse it to normal and then would shoot it to faster. We... everything was shot to the faster one. [INT: Right.] But we rehearsed it to the normal, until they got ready to rehearse it to the faster; that was how hard it was. [INT: Quite an ingenious solution.] Yeah it was a great solution; that was Carol's idea.

INT: How long a shoot was NOISES OFF? 

PB: Six weeks. [INT: Oh that's right you rehearsed for six...] Six or seven weeks; I think we went a little over. It was a lot of fun; it was a tough picture, but it was a joy working with those Actors. They were wonderful. John Ritter, I mean come on. Chris Reeve [Christopher Reeve], Michael Caine, Carol Burnett. They were all brilliant. [INT: Yeah it was a great cast.] Great cast. The studio just pissed the picture away. [INT: Did they not release it well?] PB: No they just, no. They blew it on purpose, I think. That's another story. [INT: Right.]

INT: How do you feel in general about distributors and... 

PB: Oh horrible, because that's when the movie, that's when they stop you from getting to the public. And many times, as it did on that picture, was because the two executives were warring with each other; Eisner [Michael Eisner] and Katzenberg [Jeffrey Katzenberg] were at odds. Katzenberg had never, had sort of been against the film. Eisner had been for it. No win. [INT: Yeah.] Same thing happened with TEXASVILLE.

INT: Let's, let's talk about TEXASVILLE a little. Was that something you'd been thinking of? 

PB: No. Larry [Larry McMurtry] wrote the book, which is a sequel to THE LAST PICTURE SHOW and I thought, I don't want to do this. There is no odds in me doing this. Everybody's going to say it's not as good as the first one; there's no way they're going to say it's as good. First of all it's a different tone. It's about middle-aged crisis, middle-aged... mid-life crisis and that's not as romantic as young people growing up. So we were screwed. It was a totally different tone. It was going to have to be in color. I didn't really want to do it, but I needed to do it; I needed to do a picture. And I thought, okay we'll try it and it was a natural that we'd get quite a bit of money to do it. And we did although it was, we did it independently but nevertheless we got paid decent money to do it. [INT: Who did you--what do you mean independent?] Well Nelson [Nelson Entertainment] did it. It was a small company. Nelson, it's gone now.

INT: Do you like the film [TEXASVILLE]? 

PB: I like the long version of it, which is 25 minutes longer than the released version. The first regime at Columbia [Columbia Pictures], which was going to distribute it, had promised me that--the regime in power when I started the picture had promised me because LAST PICTURE SHOW [THE LAST PICTURE SHOW] didn't exist on tape or video tape or anything that we would, that they would allow me to reach that PICTURE SHOW, add a few minutes to it; I actually added six or seven minutes. I always wanted it to be longer. Release that in theaters before TEXASVILLE opened and then release TEXASVILLE, so that the revival of PICTURE SHOW would be around the country. The second regime took over while we were shooting TEXASVILLE had it in for me because I had--it was Frank Price. I had been fighting with him on MASK and he just completely destroyed that idea and said, “No, it has to stand on its own.” Well, there wasn't... so we had to end up cutting 25 minutes of TEXASVILLE because unless you'd seen PICTURE SHOW, which nobody could even go and rent it at that time you wouldn't... it wouldn't make any sense. And the whole point was that was meant to be a sequel that would follow the first one. So you need to see the first one again and then see the second one. We had to cut 25 minutes out.

INT: Why do you think distributors treat Directors like children with a bomb in her hands? Who could care more about the fate of the film than the filmmaker and yet over and over I feel like Directors have to confront this strange problem. 

PB: I think a lot of the time it's ego; executive ego, male ego. I think people want to be right. People want to show that they're smarter than the people who made the picture or want to prove that the guys not smart or that it's not any good or that often distribution and production are in, are at odds. "What the hell did you make this for; how am I supposed to sell this?" "Well can't you sell that for god's sake," and you know that whole scene. I think it happens quite often and sometimes it's just an honest difference of opinion.