Original subtitles

Ladies and gentlemen, good evening.

This is the story of Orson Welles' last movie,

The Other Side of the Wind.

Uh, this is May 11th, 1971, The Other Side of the Wind.

Orson Welles. Um...

- Sound roll number eight. - Rolling.

'Cause you always start announcing it before I roll. All right, now,

I'll announce it.

Scene 58, take one.

What you're about to watch is made up of fragments of the materials

that Orson and others left behind.

Many of Orson's films started with a death...

and so does ours.

When Orson Welles died yesterday, he was,�as he had been most of his life,

in the midst�of several film projects.

It was the end of a career that had once promised so much.

He was a giant of a man who made Citizen Kane,

who once�scared America half to death with his War of the Worlds.

He'd been called a genius almost from birth.

He was�reading at two, performing Shakespeare at ten.

Regrettably, his later years never matched the promise of his early years.

He drifted off to lesser work and grew enormously fat.

Movies were never finished.

There was this one, The Other Side of the Wind,

about a world-famous filmmaker.

Perhaps Welles' vision of himself.

How we sum up a person's life and the truth of that life

are rarely he same thing.

Almost any story is almost certainly

some kind of lie.

But not this time.

This time, the story of The Other Side of the Wind

is being told by the people who were there:

cast and crew, friends and family.

- My God, you're shooting from over there? - Why not?

Orson said, "They'll love me when I'm dead."

No, Orson�denied ever saying that.

- It's almost true. - It's not true.

Our movie starts long before things went wrong.

And they did go horribly wrong.

But it begins at a moment of promise for Orson.

Let's watch.

Mr. Orson Welles.

Every time you'd mention his name,

people would say, "What did he do since Citizen Kane?"

Citizen Kane, the greatest motion picture�ever made.

He made such a great movie and then...

"Whatever happened to Orson Welles?"

Every list of great films, many of them lead with Citizen Kane

and say it's the finest film made.

Um...

- Do you�agree? - No, certainly not.

- That's interesting. - My next one�is though, that's the...

- The Magnificent Ambersons? - No.

- The one I'm�preparing at this moment. - Oh, the next one.

That's gonna�make history.

- Could you�give us the title of that? - I haven't�decided what it is yet.

Oh!

It would become a last big effort in his lifetime.

The chance to say, "This is my masterpiece."

What will really be the big basic differences between this picture

and anything�else you've ever done?

Because everything else I've ever done has been controlled,

every frame is controlled.

But I would like to take a whole story and make the picture

as though it were a documentary. The actors are gonna be improvising.

Have you done that kind of thing before with other...

Nobody's ever done it before, you know.

But that seems to me like shooting and shooting,

and aren't�you afraid the end result won't have any control?

- I keep... - Not a bit,�no, I really am not.

I can't even�count the number of times I heard Orson say...

The greatest�things in movies are divine accidents.

"Embrace that accident."

And my definition of a film director

is "the man who presides over accidents."

They're these divine accidents.

It's the�only thing that keeps films from being dead.

Every time one would happen, boom!

Genius would�come out.

Everywhere, there are beautiful accidents.

There's a smell in the air, there's a look

that changes�the whole resonance of what you expected.

Sometimes I've had those accidents.

I made a picture in which somebody reached through a window in Touch of Evil,

and found the egg...

And we made a whole scene about it, you know.

But I wanna�go further.

Then on the basis of what you've said,�it sounds as though

the whole thing is going to be a series of your "divine accidents."

- If we're�lucky. - If you're�lucky.

That's right. You know, we're going to go fishing for accidents.

Which I�think can be very exciting, you know?

Yeah, yeah.

Do you feel any kind of resentment

for what�Hollywood did to you, or failed to offer you?

At the time, Orson had lost his ability

to finance his own work in America.

You are in some sense an exile, aren't you?

- You've been�out of America a long time. - Yes, yes.

Orson had�been in Europe for two decades.

Because he felt very betrayed by Hollywood.

I think he was permanently traumatized by Touch of Evil.

The studio said,

"God, Welles is functioning at such a level of brilliance.

We're gonna make film after film with him."

That's what you think.

Then they saw a rough cut of it.

They were so horrified that I was fired.

And nobody's ever explained what horrified them.

After Evil, nobody would touch him.

They really wouldn't.

The popular press had forgotten about him.

People weren't chasing Orson down to work with him.

I think I have to make a very successful box office picture.

I think I'm�getting too old not to have made one.

- Orson needed a comeback film... - And?

...and it had to be strong.

It's one thing to know what you want, it's another thing

to know how�to go through the door when it opens.

Hollywood was changing in the '70s, changing huge.

The new Hollywood began around '66.

Bonnie and Clyde, Five Easy Pieces.

Easy Rider.

The kids with beards were taking over.

We are children playing games, when we create.

Which is what movies are to me, and what drama is to me, it's a game.

Thirty-five-year-old men had taken over show business.

The studios didn't know anymore what was making money.

The studios were collapsing.

When Warner Brothers stopped making cartoons, it was over.

In the new Hollywood,

everybody had this incredible reverence for Orson Welles.

He was somewhere between Zen master and God.

I mean, sure, Citizen Kane was maybe the greatest film ever made,

but I'm not�even sure it's his best film.

- Lady From Shanghai. - The mirror sequence.

- Oh, wow! - Wow!

How could you even think to do that?

He was a prototypical independent filmmaker.

Oh, my God, yes.

Chimes is�the most perfect film ever made.

The chance to make my films in America's...

has been very hard, but I think it's getting easier.

Pictures are becoming more adventurous.

The opportunities ahead of me are greater, much than they were five years ago.

Orson wanted in because he wanted to do a film about Hollywood.

It was the siren's call that drew Orson back to Hollywood.

And this is where�the story really begins.

In a�bungalow at the Beverly Hills Hotel on the 4th of July, 1970.

One day in 1970, near the 4th of July,

I was at�Schwab's Drugstore in Hollywood.

This is cameraman Gary Graver.

He shot�everything Orson directed for the last 15 years of his life.

Tell us how�you met Orson Welles.

I read in Variety that Orson Welles was at the Beverly Hills Hotel.

I went back to the phone booth, called him up...

...and to my surprise, he answered the phone.

- "Hello?" I said, "Oh, Orson Welles?" - Hello?

I said, "I'm Gary Graver, I'm an American cameraman."

- Come and�talk to me. - "I've got to talk to you."

I want to�talk to you now!

And he said, "Get over to the Beverly Hills Hotel right away."

Wow!

I raced over to the Beverly Hills Hotel, knocked on the door,�and there was Orson.

- I said, "I'd like to work with you." - Why?

Orson said, "We'll make some tests, and if I like what you do,

we'll start a script."

And I was�very nervous about it.

Cut. Go back again. Stop it! Gary, you must listen to me.

The tests, as you see here, are shots of Orson

sitting in�the Beverly Hills Hotel bungalow that�he rented,

and I was shooting him.

He said, "You're the second cameraman that's called me up.

The first one was Gregg Toland on Citizen Kane."

He says, "Now you.

So, it must mean good luck.

I would like to work with you."

And we began to make a movie called:

The Other Side of the Wind.

The Other Side of the Wind. What is that?

You could drive yourself nuts trying to get an answer to that one.

The conceit of this movie is that it is actually two movies in one.

The Other Side of the Wind is divided into two sections.

There is the film which is made by documentary cameramen,

which is the story of the last day of the director's life.

And there is the film which is made by the director,

which has�just broken down for lack of funds.

And these�two stories almost simultaneously move together.

So, what is this film about?

- It's the story of an old director. - Yeah?

A generation even older than me. It's difficult to imagine that.

The Other�Side of the Wind is a movie about an aging film director.

The darling�of Hollywood who fell out of favor.

The great American film artist...

That gets rejected in Hollywood, goes to Europe...

And comes�back to Hollywood.

It was a�thinly-veiled version of himself.

Okay. Would�that make him an autobiographical character for you?

No. Everybody will think it's autobiographical, but it's not.

Yeah. Bullshit.

- Of course it is. - It must be autobiographical.

A hundred percent Orson.

No doubt�it's an autobiographical movie.

He hated that.

He didn't�want to be analyzed through his films.

Ten-hut!

Actually, The Other Side of the Wind started

because of a conversation I had with Orson.

Who is this�man?

Peter Bogdanovich started as a film historian.

And Orson, he was my hero.

He said, "Isn't it a pity you can't do a nice little book about me?"

I said, "I'd be happy to do an interview�book with you."

He said, "Fine, let's do it."

And he�said...

You know why I was sleepless last night?

Why?

I've got a story that I've worked on for many years.

I said, "What's that?" "Well, it's about an older film director

and a young film director, and the betrayal

of their�friendship."

Not that it�matters.

I am crazy enough to do that in preference to anything else.

- Oughta make it right away. - Right away.

"I must make it now."

Cut.

He calls me up and he says, "What are you doing Thursday?"

And I said,�"I'm going to Texas to start my first film."

But this was before all that.

Orson said, "What time is your plane?"

I said, "Three o'clock."

He said, "Can you meet me at noon where the planes fly low over the�street?"

I said, "Yeah, okay. What are we doing?"

"I'll tell you about it when I see you. Just meet me at noon."

- Take one, second... - Let me announce it.

Bus Studio,�Scene 55, Take one!

The mic all right?

At first, he had me playing a cineaste,

you know,�a guy who writes about movies.

Mr. Hannaford? Uh, Mr. Hannaford.

Jake Hannaford's the leading character, an old director.

Mr. Hannaford, uh, in the body of your film work,

how significantly would you relate the trauma of your father's suicide?

Orson had me do it like Jerry Lewis. And it was like,

"Mr. Hannaford, do you think that the cinema is like a phallus?"

Orson thought that was hilarious.

I did some stuff like Jerry and broke myself up.

He said, "Don't laugh!"

He wanted�a free train.

All right, come back! Come back!

Sun got in the lens.

Mr. Hannaford!

Mr. Hannaford?

It's a crazy picture.

It's not a work of fiction, it's a little of everything.

You either hate it or loathe it, like most people.

It's kind of a departure in moviemaking.

The Other Side of the Wind is structured around a party

being thrown for the director, Jake Hannaford.

This gives him a chance to assert his relevance

amongst the biggest names of the new Hollywood movement.

Orson began shooting fragments of this scene,

and would continue to do so for the next five years.

Chabrol, take one!

During the�party scenes, Orson wanted to have actual filmmakers...

Thanks.

...on camera.

- But then... - For Henry and Paul!

Roll five, take one.

He wanted a�fight of two young directors.

- Don't condescend... Don't patronize me. - Let me�finish. Well, let me finish.

- If you're really an honest man... - Can I talk�to him?

- Yeah, but if�you're an honest man... - May I speak with him or not?

Uh, Dennis Hopper showed up.

Dennis Hopper, filmmaker, extraordinary leading actor.

He got incredibly stoned...

...and was�debating Jake Hannaford.

- Jake, everybody knows about you. - Yeah, I know.

With the lead role of Jake Hannaford not yet cast,

Welles played the role of the director off camera.

Do you believe movies are also magic?

Right.

When Elvis Presley was 21, he came to me and said...

he's gotta do this fight scene. He says, "I've never hit a woman before.

Gotta hit Debra Paget."

And I said, "But you don't really hit people in movies."

He says, "I suppose you're gonna say�they don't really shoot real�bullets at people.

I've seen�the wood splinter off the wall."

- He said�that? - Yeah.

Yeah, but aren't you confusing reality with magic?

In other�words,�I believe people will believe anything in movies.

Reality is�always poor, weak stuff compared to magic.

Orson was a big believer in magic.

The idea�that maybe... maybe what you see isn't real.

You may have wondered why I look so peculiar on the television.

And it's partly, I must confess to you,

the fact that�you see my nose as it is.

He's really a very handsome man.

He always hides it with different noses. He doesn't like it,

he thinks it's too weak-looking or something. I love his nose.

He changes noses? Oh.

In most of the films that I appear in, I put on a false nose,

usually as�large as I can find.

He said, "All my life, I've hidden behind masks."

And he had created a wall with these masks,

hiding the�real Orson.

The Other Side of the Wind is entirely masked.

In other words,

the party shot by a documentary crew

is in a style that wouldn't have been my style as a movie director.

And the movie within a movie is an impersonation by me

of my director character trying to make an art movie.

It's not my film.

- It's a film by the character. - Yes!

You will see the movie within a movie

is not a movie I would ever have made.

There was no plot.

Essentially it was about my character chasing a girl,

chasing her around or something.

A little game of "catch me if you can."

It was pretty clear the film that Hannaford's making

is Orson's�attempt�to satirize European atmospheric cinema.

Which was�popular back in the '60s.

And it was very amusing to make,

because I had the freedom, the joy,

to make a film that is not a film by Orson Welles.

Yes.

Because it's a film made with a mask.

With this film,

Mr. Welles is a professional who's become an amateur.

And it�worked.

Pretty much everything he was doing was to save money.

Because Orson paid for the shoot himself.

Gary Graver provided him with a small, proper crew.

Oh, boy!

By the way, Frank Marshall, producer of Indiana Jones,

- wasn't he part of the crew? - Yeah.

It was before I understood what a producer did.

There's a glorious sense of freedom and innocence

that Welles�was always yearning for.

Because they were making things up as they went along.

We have an entire crew who would let him do anything.

The only one who didn't give him any flak was Oja.

Her name...

is Oja. Oja Kodar.

The star and the co-writer

of the movie within the movie was a young Croatian artist, Oja Kodar.

She was also Orson's lover.

Orson just loved Oja, it was the love of his life.

And he considered her an artistic collaborator.

When we first met...

um...

I was very young...

To me, he looked somehow menacing.

With his cape...

he was a personification of the wind itself.

But I knew the other side of this wind.

Because Orson was the wind that was capable of caressing you,

lifting you, making you dance.

Time for a confession.

- Um... he was also married. - Good night, Oja.

Olga... I call her Olga.

That's her real name, you know?

My father was fascinated by this double life.

It became intriguing and it was not boring,

this unbelievable double life.

Why my mother stayed married, I'll never know.

But... that's her choice.

We'll leave Miss Kodar aside, for the moment.

Orson had been shooting this material for years

with his own money, in the hopes that he could raise more�money

to finish when people saw what he was�shooting.

But I don't think he tried to get funding from the studios at first.

In fact, Orson was sneaking into abandoned studio backlots

under assumed names and filming�an elaborate critique

of Hollywood itself.

Was it vengeance?

The Magnificent Ambersons was the beginning

of what we can call... the period of betrayal.

My father was betrayed by a lot of people.

Did he bring that on himself? Who knows?

Maybe.

Whilst editing The Magnificent Ambersons,

Orson was practically ordered by the US government

to go to�Brazil to make a documentary.

And so I arranged to film

a voodoo witch doctor.

And I came back to the office and found that, on my desk,

in a script of the film...

was a long, steel needle.

This was the mark of the voodoo.

While I was in South America,

the studio previewed Ambersons

and said it was too down-beat.

And they�started cutting it.

The editor used to send him telegrams saying,

"Come back from Brazil.

They are re-shooting The Ambersons. We are all under contract.

We can do nothing against that. You are the only one who can stop that.

Come back."

And he�didn't.

I was fired by the studio.

I never recovered from that attack.

They destroyed Ambersons

and destroyed me.

I didn't get a job as a director for years afterwards.

He was considered somebody who didn't care that much

about the commerciality of a project

by many in Hollywood.

Therefore, Orson needed to get financing from untraditional sources.

And, eventually, it worked.

But, regarding the money, it's complicated.

When I was there, it was a Spanish�producer...

- Andr�s G�mez. - Right, Andr�s G�mez.

I was not a�financier of the film, but I did find some money.

We had some money from G�mez, but we needed more.

So, Orson found French producer Dominique Antoine.

Yeah, so I had the money at that time

because I�had made an association with the brother-in-law of the Shah.

The Shah of Iran.

And he had a dictatorship.

The brother-in-law and I created together

a company called Les Films de L' Astrophore.

L' Astrophore.

The Iranian�company that was Paris-based.

So, I said to Orson, "The Other Side of the Wind,�of course�we do it."

I believe she came with a satchel full of money.

Orson was like the Cat of Cheshire.

With a smile from one ear to the other one. And he was purring.

- Money makes miracles. - Yeah.

Yeah.

You're a bad boy, and you know it.

Confused?

Don't worry about it. It's not the most important thing.

What is important

is that Orson finally had the money for his comeback film.

What he didn't have was a leading man.

I remember one time we were in Paris,

and he'd already shot a lot of footage without the leading character.

Would you play the director?

Who should play it is John Huston.

Huston is the best, and I'm the second best.

If I can't get Huston, there's nobody else but me.

Yeah.

And he's sort of pacing up and down the street, saying,

"But why should I give it to Huston? It's a great part, I should play it myself."

If I should ever...

get close enough to the pearly gates to have an argument

with the man who opens them,

I would suggest that the reason to let me into heaven

is that I�didn't play that wonderful part.

And gave it instead to John Huston.

It's a piece�of unselfishness which I have regretted�ever since.

John Huston�was the sexiest old devil I ever met.

I'm trying to live...

live life as�best as I possibly can.

Why'd he want John Huston?

They loved�each other, they were brothers!

The thing about Orson Welles and my dad is that they were really

able to live up to their own mythology

and camp�that up a little bit.

It is a lot of smoke and mirrors. You don't know what's real and what's not.

And that's�what they're playing with.

They'd known each other for so many�years, and they were both rapscallions.

John loved Orson Welles.

And he received a call one morning,

and he said, "Oh, my God!" And I said, "What?" He said, "It's Orson.

He wants me�to come to Carefree, Arizona."

Gary called me at about 10:00 at night.

"Mike, can you be in Arizona tomorrow?"

"Orson's putting together a ten-day shoot."

Would I come down for ten days. He needed me.

To go to the desert in the middle of nowhere.

"It's gonna be like summer camp, I don't know if there's any money.

- Are you interested?" - And I said, "Yes."

- "Yeah. That sounds like fun." - Absolutely.

I'm in my�car driving to Arizona.

I suddenly�looked up and there was the Zabriskie Point house.

It's clearly no coincidence

that the location that Orson chose to shoot in Arizona

is in fact the house next door

to the house�Antonioni blew up in Zabriskie Point.

On The Other Side of the Wind,

Orson wanted to push further than Antonioni.

Orson was the ultimate independent filmmaker.

I was part of a core crew, not of 80,

but of six�people plus Orson.

He wanted to be in a kind of circus.

Full of�young people.

I fell right in the vat of cream.

You know, I fell right in the middle of it.

For me to have the luck to work with Orson Welles,

oh, it was so exciting, even when it was difficult.

I mean, the first day of shooting, he fired the sound man.

Can you please just slow down? Otherwise I'm going to fall off the car.

Everybody's job was really difficult.

I had built sets, schlep sets, hung lights.

This young kid, so anxious to get this thing for Orson

- that he ran through the plate glass. - Shattered it.

Fortunately, I was going so fast...

He was in the living room before the pieces of glass

had finished cascading down to the�floor.

- Oh, it's great. - It was�crazy.

It is insane,

but it's the kind of thing that happens to people who are working like Orson.

I picked John Huston up at the airport in Phoenix.

I said, "Mr. Huston, I'm thrilled you're here."

I said, "We've been waiting for you for three years to be in this film.

We've been shooting around you." And Huston looked really alarmed. He said,

"You've been acting in this picture for three years?"

Write that�down, somebody.

Cut.

- I fucked�that up. - Let�s do it once again.

The little campier still, but masculine.

Once again.

The Other Side of the Wind is not a complete departure for Orson.

And it reflected

the process�that Orson had been going through in Europe in making his own films.

Welles' exile had meant

that he was exiled from the facilities of Hollywood.

I have a different style as a director,

because I know of things I can't ask for.

For example, with Othello,

there's a fight scene where a punch is thrown,

but then production had to shut down

while Orson went off to make more money�as an�actor.

And the reaction shot of the guy getting punched

was shot two years later and a thousand miles away.

It worked.

Who would've thought that was possible?

Good evening.

Now...

the first thing you're probably asking yourself is, "What is Orson Welles

doing as the�host of a comedy show?"

I met Orson on Kopykats, a show we did with a bunch�of impersonators.

Starring Rich Little.

I was in the studio doing a routine

called "Famous Celebrity Sneezing."

I said, "Orson Welles, sneezing."

I did not know that he'd just come into the studio. I went...

"Aah-aah-choo."

And he put his arm on my shoulder and said...

"I never sneeze."

We clicked.

Well, gee, Orson, I don't know how this show could afford you.

He phoned me at home, and told me about this movie, Other Side of the Wind,

and would I be interested in playing a wide-eyed, young director.

I said, "Well, great.

Just on one condition. That I have to shoot my scenes in about three weeks."

He said,�"Oh, no, no. I'll probably need you for about a week."

When I was introduced to John Huston,

Orson went up to him and said, "John, this�is Rich Little.

He's one of the world's greatest impressionists."

And John Huston said:

"Oh, well, then we're gonna get along fine,

because I'm into art, you know."

"No, no, not that kind of impressionist.

He does voices."

"Why would he do that? Why couldn't they get the real people?"

Orson populated the film with characters

based on the icons of the film community.

Like screenwriter John Milius.

Film critic Pauline Kael.

I just want to know what he represents.

And the head of Paramount Pictures, Robert Evans.

I started to�figure out that Rich Little's supposed to be Peter.

The character was a young, successful director who did imitations.

And that's�what Peter did.

I'm Peter�Bogdanovich.

What's the word I say? Oh, action!

And so then I started to think, "Well, is John Huston supposed to be Orson?"

I remember�thinking, �Oh, my gosh, this is starting to get really weird.�

I can remember one time we shot a scene...

Brooksie.

- Right here�by your side, skipper. - You know�what I'd like for my birthday?

Cut.

John couldn't drive.

And he never�told us this.

- My camera's gone out. - Oh, Jesus!

- Certainly, it was a stick-shift. - Give me the�magazine, quick!

And I was kinda worried, 'cause I had to return the car.

- It's stopped. - The magazine�jammed.

The car�stopped, too.

Let's put it in drive. In "D."

It looked like we were gonna go right into the lake.

John said to me,

"Oh, Rich, you'll get good billing."

'Orson Welles, John Huston, and Rich Little,

all drowned'."

This is a picture about the love of death.

You came to my party after all.

Get in. I'll drive you.

This is Jake Hannaford's 70th birthday party.

He died at the end of it.

And there was some question as to whether it was an accident or suicide.

So, what you're seeing is a reconstruction of the...

- Roll tape! - 40, David, take six.

...made up of all this different footage, all put together.

- Mr. Hannaford. - Happy birthday, Jake!

The whole documentary, the kind that we're all so accustomed to today,

he was�inventing.

Happy birthday!

And for that, Gary was probably an ideal cameraman,

because Gary�was very fast.

Gary Graver was the key person on the film.

He was the closest person to Orson.

Gary was really like the son Orson didn't have.

Orson and Gary, father-son...

No. Not so much.

- Orson isn't�very paternal. - Action.

Go back! Go back, back up, back up. Quickly!

- Up! Up! Up! - Bossy, yes.

Paternal, no.

Slower! Stop!

Move slowly!

My father Gary's enthusiasm for filmmaking

was something I don't think I've ever seen equaled.

Every moment that my dad was not actively engaged in shooting,

he looked at�that as time lost.

Gary and I, we got married when I was 21.

And if he was scheduled to be home at 10:00,

and it went until 4:00 in the morning, oh, well, he stayed.

Action!

Gary did as he was told.

Orson put the camera where he wanted to,

and Gary was, you know, just his slave.

Orson would have the camera to his eye and he'd say, "Come here, Gary."

And then he'd move his head to the side, and he said, "This is it, see it?"

And I had to�make it exactly right.

When I look back on it, it's so complicated.

You wanted to please him,

because you knew he was such an artist.

I mean,�anything was possible with Orson.

Everything had to happen right away,

even when we didn't quite understand what we were doing.

There was no script.

He was�constantly writing it as he was going along.

And fiddy-owney-owney-own!

Sometimes I�had trouble understanding some of the lines.

What?

I remember�one line was the great "anonymous gang-shag."

"And the cool, dim, anonymous gang-shag."

And I didn't know what that meant actually.

Would somebody please tell me why I'm going to a stupid party

with all these stupid dummies?

I had no idea what all these dummies were.

There were dummies out by the pool.

They were there 'cause Orson said, "Let's put these dummies out there."

But it was like, "Well, why?"

Didn't make any sense to me.

But Orson knew exactly what he wanted.

Every part of it was here.

To Baker,�one.

We were�doing a scene and Orson said...

Now a midget goes from behind you...

All of you feel midgets touching your feet.

"Midgets running between your legs."

- All right. - Keep acting?

It�s what�you do to make this work, right?

Orson said, "Everybody look up! Midgets on the roof!"

I said, "Orson, what the heck is this midgets bit?"

And he said, "We're going to put the midgets in later, in Spain."

And then walked away.

The rule of thumb was Orson knows what he's doing,

don't question anything. Just do it.

I'm not sure he knew where this movie was going, and, um...

I'm not sure anybody did, actually.

It's quite clear that Rich wasn't comfortable with Orson's process.

Wasn't a team player.

Realistically, I suppose he was counting down the days

until he knew he had to leave.

My three weeks was up, and I had to leave,

because I had club engagements that I can't get out of.

And if I don't show up I'm gonna be sued.

And I thought to myself, "Oh, my gosh,

I'm not gonna be able to finish this part."

Well, here's what I remember happened.

It was the�last night.

The film was practically finished.

We were supposed to shoot this big scene.

We went to�get him, Saturday morning, he was gone.

We were all�there waiting for him, and he never showed up.

As I recall, he wanted to go to New Orleans for something.

He had an�engagement in Las Vegas.

Allegedly, Orson's secretary had been having a relationship

with Rich Little.

He missed his wife and he was tired of working.

Orson said, "No! You're on a contract�here for the next..." And he left and went.

You don't do�that to Orson.

He felt betrayed.

I could've come back later and finished the scenes.

We never�discussed that, and I... That always puzzled me.

I thought, "They're gonna have to do all those scenes over again.

Oh, my gosh! I can't imagine."

It was crazy.

I have replaced actors on the second week of shooting.

But after seven weeks...

it's impossible.

I called him, I said, "How's it going?"

"Terrible.

I just blew 25 Gs and I don't have that kind of bread.

I had to pay off Rich Little."

- "Why?" - "He can't act!"

"Oh, gee, I'm sorry to hear that. What are you gonna do?"

"I don't know what I'm gonna do. I just can't use any of his stuff."

He is a rough magician, isn't he?

So I said, "That's terrible, Orson. Why don't I play it?"

He is a rough magician, isn't he?

And then he said, "Well, you're playing that other part."

I said, "You can just cut me out of that."

All right, men! Let's get organized. Now where shall we start?

John Huston goes, "Peter, how many movies have you actually acted in now?"

"Well, this is my second, Mr. Huston." "Two? Makes it easy to count!"

Scene three�X, take one.

Ah, red light.

- No, we... - Mr. Hannaford.

Oh, shit, I'm sorry. I'll do that again.

- Start again? - Yeah, do it better.

- You must�deal with every situation. - Okay.

Why snap your finger? We're not cutting. Uh-uh.

Orson said, "Play it like it's us."

In case you haven't noticed,

Peter Bogdanovich went from playing exactly who he was in 1970,

a young writer,

to exactly he became in 1974, a celebrated movie director.

My book on�Hannaford's been canceled. Indefinitely.

Yeah, the first five chapters took the two of us three and a half years.

Finally, I�just had to start directing myself so I could eat.

- Ha! Good. Now right away... - Do another one. Right.

- Action? - Action.

I had to�start directing myself so I could eat!

- Cut! Very�good. - That was�good.

At that time,�Orson had more influence on me than anybody.

There's a number of myths about you already,

even though you're young. Like�the fact that you had a goal set for yourself

that you�would make a movie at the same age Orson Welles did.

Oh, I wanted... I thought I'd be a failure if I didn't make a movie

at least by the time I was 25, which is when Orson made

Citizen Kane, and I was a disaster 'cause I didn't make one until I was 27.

My films�aren't like his films, but he inspired me.

Their relationship started as mentor/mentee.

But Peter was at the top of an arc of a meteoric rise.

You're as successful as you are

and you have a gorgeous lady, as you do have.

Cybill, uh...

Yes, let's not discuss what... Yes, go ahead.

You have her, you have four pictures in a row that make 30 million dollars.

A guy has to learn to hate you.

Bogdanovich had outpaced his mentor.

Orson realized, "He has money, I don't.

I'm Orson�Welles, he's not.

- What's wrong? - The future.

What's the matter with it?

We cannot all be masters.

Nor all masters�cannot be truly followed.

I remember, we were sitting at lunch one day,

and on top of the refrigerator was this

industrial size bag of Fritos.

Orson tore the top of it off,�poured most of the contents onto the kitchen table,

sat down, took a big bunch of Fritos, put it in his mouth.

So, of course, I did the same thing.

Absolutely out of the blue, Orson just turned to me and said,

"If anything happens to me, I want�you to promise me you'll finish the picture."

I said, "Oh Jesus,�Orson, why do you say a thing like that?

Nothing�s gonna�happen to you. Why do you say..."

"I know, nothing's gonna happen."

Hey, why pick on me?

I mean, the�man is infested with disciples. I'm the apostle, lady.

The film deals with the betrayal of friendship.

Movies and friendship.

Those are mysteries.

He tested people with that.

Betrayal can�only come if there's an initial love present.

- You two are�very close, aren't you? - Yes, I'd�like to ask you about that.

Orson created an environment where others would get sucked into it.

It was all within Orson's control.

And he was�creating an inevitability.

She's gonna�say I stole everything from you, skipper,

I'm never gonna walk away from�that.

Well, it's all right to borrow from each other.

What we must never do is borrow from�ourselves.

We winked and nodded at each other,

which was like, my God, this is going to happen.

This inevitability is going to occur.

'Course you're close, you two. You have to be.

You have no choice.

Orson had gone to the looking glass and passed beyond it.

The story was now being re-written in real time.

There was a�scene in which Hannaford comes into the party

with a blond teenager on his arm.

She was pretty young.

What was her name, Mavis Henshaw?

- What's your�name, sweetie? - Mavis Henscher.

Actually, she was this little waitress we found at a breakfast place.

Want me to�bring you another scotch?

And we just went... �That's Mavis.�

She didn't know who Orson Welles was. She didn't know who John Huston was.

And there were times when their combined energies

could barely�get a performance out of her.