Original subtitles

[wind blowing]

[jazz music playing]

[man 1] That's the car. What was left of it after the accident.

If it was an accident.

Hannaford, before he changed his mind, was gonna give the car

to the young leading actor of his last movie,

John Dale.

And Hannaford was supposed to have saved him, at some earlier date,

from committing suicide.

Or so the story goes.

As for his own death,

his admirers were sure that Hannaford did not intend

to drive the car off that bridge.

"A corny ending," they said.

J.J. Hannaford would never be guilty of that.

But there were other opinions.

He died many summers ago, [sighs slightly]

...July 2nd.

For years, I personally didn't want this document shown

because, frankly, I didn't like the way I came off in the piece.

But I'm old enough now not to care anymore...

how my role in Jake's life is interpreted.

My name is Brooks Otterlake,

probably Hannaford's most successful acolyte.

Anyway, this little historical document has been put together from many sources.

From all the footage shot by TV and documentary filmmakers,

and also the students, critics, and young directors

who happened to bring 16 and eight-millimeter cameras,

having been invited to Jake's... 70th birthday party.

That was long before cell phone cameras and computerized images.

The choice of this material is an attempt

to sketch a film likeness of the man himself as he looked...

through all those different viewfinders.

Hannaford's own unfinished last motion picture

is part of this testimony,

The Other Side of the Wind.

It has been left just as it was when they showed it at his party,

on what turned out to be...

the last day of his life.

- [crewman 1] Lock it. - [crewman 2] Steam bath, take nine.

[women laughing]

[Jake] Action.

[women chattering]

[hands clapping]

[shrieks]

[Jake] All right, sweetie. You know where to go.

Cut. Thank you, everybody. That's a wrap.

[bell rings]

[man 1] Jake, Brooksie's riding with you, if that's okay.

[assistant] Mr. Hannaford, your meeting with wardrobe is at 8:00 a.m.

[Jake] Make it 7:00. Let's get the hell out of here.

[man 2] Same scene, nine o'clock, Monday.

Zarah Valeska is the one giving the party.

According to Jake, she's the greatest cook in the world.

Is she the one who talked Jake

into letting all the media get at him at once?

We're the Close-up on Hannaford people.

- These ladies are from Life, I guess. - [photographer] Up here, look here!

I'm independent.

Pister, from The Film Institute.

Everybody else not assigned transportation

can collect in the carpool.

[man 3] Maggie, you can be chaperone.

Mostly, the nudies are driving their own cars.

I want to make sure they can get home.

- And the beards? - A TV special for the BBC.

[cameraman] No, ma'am, CBC.

I'm doing a film, and he's doing a book on Mr. Hannaford.

And I know somebody, somewhere, who isn't.

Uh-huh. But mine is the authorized biography.

It's certainly one of them, Ms. Rich.

May I present, Maggie Warden, our film editor.

Ms. Juliette Rich, the celebrated critic.

[engine starts]

[man 3] Isn't that trying just a little hard to be funny?

Come on, Matt, I ain't trying to be funny. Ask the boss.

- He thinks they're lousy. - [man 4] I know what he thinks.

Hey, Costello, step over here, will you?

Who let you in?

He'll want you with him, Mr. Otterlake. He always does.

- [Otterlake] Where is he? - [assistant] Who?

- [engine revs] - Wh... Where's Jake's car? Do you know?

Hey! You wanna ride out with the boss?

You can just catch him at the studio gate.

Mr. Pister.

The first name is Marvin.

- What? - [man 3] Isn't it?

This is Matt Costello, he's Mr. Hannaford's personal assistant.

Yeah, I do all the dirty jobs.

[man 1] I'm supposed to be selling the picture.

- You'll just have to wait. - Hi, Billy.

Sorry. Sorry, Brooksie, I was talking to him.

I... I guess you'll be riding with Jake, won't you?

- [Otterlake] So they tell me. - I...

[man 2, over megaphone] Once again, the bus with the green stripes,

marked "students," is for the students!

[filmmaker 1] Jake said we should ride with you.

[filmmaker 2] Let's go.

Can you wait for our second camera? You're gonna make a... [yelps]

- Hang on, guys! Wait for me. - [filmmaker 1] Come on! Come on!

[man 2] The jazz musicians...

and the midgets... in the blue charter bus.

[Matt] Where's The Baron?

Here, sir.

[Matt] What's the plan for the head of the studio?

Billy's screening the film with him.

I know it should have been you, Baron, but according to Jake,

I'm more Max's style. [chuckles] Oh, who knows? Maybe he's right.

Jake? [chuckles]

- Isn't he always? - Huh. We'll see about that.

I had hoped to ride with the naked ladies.

[man 5] You're lucky you aren't with the midgets.

[man 4] All students from the Movie University of Southern California...

or whatever you are...

in the bus with the green stripes!

Uh, according to Jake, I'm more Max's style.

Maybe he's right.

[watch ticking]

[door opens and creaks]

Hi, Max, remember me? Billy Boyle.

I've seen you in some Hannaford films, haven't I?

[Billy] Well, some early ones on very late TV.

He let me play a few friends of the heroes for a while.

- We're both reformed... - Where is he?

...actors, aren't we?

Uh, Jake? Oh, I... I don't think we ought to wait for him.

He's still on the set?

Well, I don't actually know just where he is at the moment.

[man 2] All right, the crew,

the jazz musicians,

and the midgets...

on the blue charter bus!

[Matt] Zimmer, I've got a message for you.

From Jake? [sighs] I got that message.

Everybody got it.

[Matt] Not this message.

I'm fired?

That's the message?

Why?

Why? Would somebody please tell me why I'm going to his party?

You're invited.

All these stupid dummies.

They're invited.

[camera rolling]

[projector whirring]

- [beeps] - [Billy] This is toward the beginning.

It comes right after what we were shooting today.

She leaves the steam room, and here's this character waiting for her.

[jazz music playing]

[line ringing]

- [sighs] - [phone booth door opens]

[door closes]

- [engine revs] - [tires squeal]

[cameraman] Right here!

Through the window, right there. Come on, man.

Life was never like this in Hicksville, huh, Julie?

- [Rich] Hicksville? - Yeah, that little town you were born in.

I remember, Polack extraction.

Richeviski, huh?

You certainly seem to know quite a lot about me, Mr. Costello.

Call me Matt.

- Oh, Matt here, he knows about everybody. - [Matt] Keep it quiet.

He's on that committee,

the one that decides if you're an American.

Maybe you didn't know that these people are still in business.

You mean that Mr. Hannaford's investigating me?

We're still in business, huh?

So what am I gonna see, everything he's shot up until now?

Well, the first couple of reels, Max.

The last part's already at the ranch.

Zarah's giving him this party.

She's invited all these movie freaks.

We'll see the rest of the stuff when we get out there.

Zarah's expecting you, Max.

So is Jake.

I was expecting him here.

Fine. Rolling. Hello, hello, hello... Okay, I'm ready to go.

Just go right ahead and talk, Mr. Hannaford.

- Don't mind us. - [Pister] I'll go first.

Mr. Hannaford, is the camera eye a reflection of reality?

Or is reality a reflection of the camera eye?

Or is the camera merely a phallus?

- I want a drink. - You heard him. Let's get it out here!

[filmmaker 4] We ought to start with a broader spectrum.

- Here. - Don't you agree, Otterlake?

[filmmaker 5] True, the interview is for everybody,

not just us.

[Pister] But today, there's a special dispensation.

[filmmaker 6] Mr. Hannaford, could you please slow down?

Otherwise, I'm gonna fall off the car.

- [shouts] Mr. Hannaford! - [engine revs]

- [Max] Dale something. - John Dale, Max.

He... He's the kid on the motorcycle.

- Look. - [tires squeal]

According to Jake, the box likes him.

- Box? - The old magic box.

If the camera doesn't like an actor,

it just stares at him.

Well, that's what Jake says.

And if the actor doesn't like the old magic director?

[sighs] Yeah.

[Max] Is it true Dale walked off the movie?

Well...

[stutters] He'll come back.

[car door closes]

And if he doesn't come back, how will you finish it?

[Matt] Come on, Zimmie, Jake's fine. He's just like he always was.

You know how he is sometimes.

He's... turning sour, Matt. He's going bad.

- Oh, put a can on it, will you? - [Zimmer] I'm a makeup man, an expert.

All my life, I've been sticking my nose

into other people's wrinkles.

I know the little signs.

It's something you can almost... smell.

[chuckling] That's what the gypsies say.

Gypsies?

Nine months, we practically lived with them.

Jake's first picture, in Spain.

[lively piano music playing]

[filmmaker 7] Come on. Get next to...

[filmmaker 8] All right. Bring it. Good. Right there on her.

Hey, hey. Can you look over here? That's it...

- [Max] She's an Indian? - A red, red Indian.

In the story.

You... You'll meet her at the party, Max.

[projector whirring]

How does the box feel about her?

To assess, Mr. Hannaford, just how fully that theme in your work

may be a reflection of your father's suicide...

The suicide can wait.

We ought to start with a broader spectrum.

Don't you agree, Otterlake?

[imitating James Cagney] Hannaford began his career...

as a propman... for the ol' cliffhangers.

You were a property man?

Bombs, you know? Buzz saws, pits... pits full of deadly serpents...

He provided all the...

- [flamenco music playing on radio] - Don't turn on the radio.

I'm in the middle... I'm telling your life story.

This was in Hollywood?

Of course it was Hollywood.

He, uh...

He shared a... a bungalow with his first leading man, you know?

I even know his name. Frank Fryer. How about that, Skipper?

And I'm the only one not doing a book about you.

My book on Hannaford has been canceled.

- [Pister] Canceled? - Indefinitely.

The first five chapters

took the two of us three and a half years to... to do.

I finally... I had to start directing myself so I could eat.

[Jake] The rest is history.

And now, I suppose you're too busy.

No. Well, we both are. Take it from me, fellas...

our friend here, he just purely hates being interviewed.

So, I... I donated a lot of my old tapes, you know?

Scattered them here and there, among you cineastes, you know?

To spare him as many questions as possible.

Answers.

Answers are my department.

John Dale, for instance.

[sighs] He looks like a girl.

[chuckles] They all do nowadays, don't they? That's how they want to look.

That's the scene.

Which scene?

Well, the scene.

[Max] Oh, and you old guys are trying to get with it.

Is that what this movie's about?

Kids today...

Kids today? What the hell do you know about it?

What does Jake know at his age?

He better know.

[Zimmer] The way I hear it, he's, uh, putting up his own money.

[Maggie] The bank wanted a name.

Jake wanted him. A baby.

[Maggie] The world's full of them, Zimmie.

Or haven't you noticed?

- Early Hannaford films. - [flamenco music continues playing]

- Silents. - Silents?

Shh! Um... Action pictures. Plenty of action.

Jake and Frank used to strip to the waist,

every Saturday night, and they'd put their pay envelopes...

on the, uh... on the mantelpiece, and they'd fight each other for the pot.

- What ever happened to him? - Fryer?

I don't know, kid.

- They come and they go. - John Dale, for instance?

Yes, the latest of all those actors you've discovered.

Discovered? Like we went pearling for 'em?

Squeezed your movie star out of an oyster?

[engine roars]

[tires squeal]

Well, no editing, really. It's just the slates cut off.

Gumdrop?

All right, men, let's get organized. Now, where should we start?

Where ol' Dad here ran away to sea

or, uh, way back with the ancestors?

All right, save your voice, Skipper. It's all here on the tapes.

- Listen. - [player clicks]

[Jake, on recording] Most of the old actor managers were micks.

Barrett, McCullough, Hannaford, O'Neil... What else was there to be?

You carried bricks, or got into politics, or went on the stage.

Ol' Junius Hannaford was pretty big in high tragedy.

And Junius Junior, as befits the second generation,

made it into high society.

A pioneer snob, blazing the trail for the Kellys and the Kennedys.

[engine revs]

[man 2, on recording] Randy Moore, for instance,

he was a prop boy.

David Leigh was an extra.

Neil Trevor, Branch Sutter,

- Glen Garvey... - [Jake] I happened to notice them.

Just listen.

[Jake] But Dale, I found. Literally.

Fished him out of the sea. Yeah, that's what you'd call a discovery.

Do you get it?

He saved the cat's life.

[filmmaker 2] So, the boy's indebted to him, even for that.

Can you imagine a relationship more all-consuming...

between master and slave?

[Jake] Dale was flopping around like something you'd bring up in a net.

We did what we could.

Kept him on the yacht, signed him on as a deckhand,

and made a sailor out of him, or tried to.

Sure, I rescued him.

And I've been rescuing him ever since.

Look what he did with the others. Glen Garvey, Courtney Saxon...

Courtney? He was selling vacuum cleaners when Jake discovered him.

And as for Hannaford hisself...

What about him?

- Branch Sutter, he was a dishwasher. - It could be he's wrong this time.

Who says so?

Zimmer says so. Ha!

I don't know what I think of this one.

[man 2] Who does?

- [exhales] - [Pister] Jack Simon?

See that cop back there?

[shivering]

Uh... you guys are overloaded.

Thanks, Jack.

- Somebody's gonna have to go. - [engine roars]

- [filmmaker 5] Pister, you're it. - [Pister] Come on.

- Can he ride with you, Jack? - Uh, I haven't got the insurance.

See you at the party.

Thanks, Jack.

[filmmaker 5] Good luck getting to the party, Pister!

[jazz music playing]

[Max] What happens here?

I'm not really sure, Max.

Uh, maybe... maybe it's here she leaves the... the...

the bomb.

[brakes squeal]

Having fun, Mr. Pister?

The people in that last car were kind of... awful.

Mr. Hannaford's car?

They threw me out.

And then I... I tried... I got a ride with a bunch of video freaks.

But they ran out of gas, or needed a fix or something.

- [toys squeaking] - [Max] So, what are the toys about?

Well, be... before this, she'll be pretending

to look in the window at 'em.

That is, when we get around to shooting it.

- [Max] She's some kind of crook? - [Billy] Well, some kind of radical.

[stammering] Anyway, there's... there's some more shops there,

and then, the boy thinks she's been looking at these dolls.

[Max] Which doll?

Well, the one she...

he thinks she was looking at.

So...

well, he goes in and buys it for her.

May I see that, please?

- Jake wrote that? - It's transcribed from tapes, I guess,

but it hasn't been typed.

"The hippies and the beatnicks.

The bums. Call them what you want to.

They slouch and slack around the floor because they like it down there.

Talk about the return to the womb,

what about the return to the cave?

[laughs and slurps]

Junk. Junk is how you get there.

That's how you dig your way back!"

- Drugs. - [man 2] "Junk,

for the cool dreams, kid. And the cool, dim, anonymous gang shag.

The mutual jack-off."

[laughing] That's sure telling it like it is, huh?

[projector whirring]

What's in the package?

Uh, the package. You... You mean, what she's got in her bag?

[Max] Well, it's either a bomb or her lunch.

[Billy] In the kid's package.

That... That's the doll!

[footsteps approaching]

- [Max] Now, tell me, Jimmy. - Oh, Billy.

Okay, Billy.

There is going to be film showing that there's a doll in this package?

Oh, sure, that's easy, Max.

Just... Just an insert.

[engine starts]

And the bomb?

[Max] And if there is a bomb, when does it blow up?

[stammering] Well, we don't actually know.

What do we know?

You... You better ask Jake.

I better read the script.

[Billy clears throat]

Oh. There isn't one.

Jake is just making it up as he goes along.

He's done it before.

[journalist] Dream projections of Hannaford himself.

Man, they're real.

He made them real. He gave them existence.

He molded them out of clay.

[camerawoman] Or cut them out with scissors.

He conceived them.

Like a God.

A terrible and jealous God.

That's what he's been with this new boy of his.

John Dale is Hannaford's personal creation.

There's something else, too.

An even stronger claim.

Very much in the Hannaford style.

[engine idles]

[Billy] Understand, Max, this isn't even a rough cut.

- [Max] Sure. - [Billy] You have to see the rest.

And Jake's gonna have to shoot it.

Oh, like I told you, Max,

an awful lot of the footage is out at the ranch.

We'll be screening it for you... at the party.

[Max] Tell Jake he wasted my time.

[people chattering]

[speaking German]

- [male guest] Either one... - [guests chattering and laughing]

- [lively jazz music playing] - [female guest] Oh, my God!

Just a little more basil. Otherwise, it's good.

- [male guest 2] I know! - [male guest 3] Come on!

[speaking German]

- [female guest 2] He's over there. - Oh, yeah.

[interviewer] Nobody can do it like you, Ms. Valeska.

No. Nobody.

- [whistles] Keep moving. - [photographer] Add another four feet.

It's open season tonight, Mr. Otterlake.

We are in public domain.

[all laughing]

"Major studio" is a bullshit word, but that's the word.

I made a picture that made money. That's what I had to do.

That's right. What about those people

who can't first make a picture that makes money?

They're not interested in making a picture that makes money. That's my point!

He's a man who could take a mediocre idea,

and do something absolutely atrocious with it.

- But it's absurd! - [male guest 4] It's absurd. I thought...

Inevitably, the need to make money

creates the need for a certain kind of picture.

And the picture...

- [Mazursky] Shh. That's Jewish logic. - Oh, I'm Jewish.

- [female guest 3] That's your opinion. - The ontology of its iconography...

is so incredibly facile.

If you indulged in aestheticism for its own sake,

it could be called an abstract.

[male guest 5] If the audience can't get it,

what's the point of going to the movie?

[Hopper] I'm trying to, you know...

I'd like to get John Wayne's audience in to see my movie.

[Jaglom] You've got an entire revolution going on in this country on every level.

- It's not gonna be reflected in films? - [Mazursky] It's not a revolution.

- Not in the way you think it is. - Well, okay.

There's still rich people, poor people starving, and a middle class.

Why wouldn't they listen to me? What assholes they were,

and what a dying dinosaur they were involved in.

- Why are you defending a corrupt system? - [Mazursky] I'm not defending the system!

You don't see the point at all.

I hate the system.

I think that it's relatively easy to make a good... movie.

Not a great one.

That's... something else.

- Hannaford's new movie? - You do know about that.

Yes, indeedy, ma'am. We'll be seeing it here tonight.

Not this character. You won't be seeing him.

Not until they find an actor for it.

"Mostly, we're just supposed to feel him spying on the boy

and on the girl, too, of course... from the shadows."

Am I quoting you correctly? Of course I am.

- [Baron] Of course. - She has total recall.

And a perfectly splendid imagination.

Don't try and be cute. Answer the question.

Would you just repeat it, please?

I didn't think you asked anything.

[sighs] I guess I haven't asked it.

I just want to know what he represents.

[Pister] Well, as I conceive of it, this character in the film,

well, he's... he's sort of a hermit living out there.

There is a possibility.

A Peeping Tom. You tell us.

This part, we didn't cast.

This old man.

He's Hannaford.

Hannaford himself.

- [guests cheering and applauding] - [camera shutters clicking]

- [reporter 1] Mr. Hannaford! - [reporter 2] Mr. Hannaford! Hey!

Mr. Hannaford! Mr. Hannaford! It's me!

Happy birthday, Jake! Happy birthday!

- Mr. Hannaford? Mr. Hannaford? - Happy birthday.

I'm Marvin P. Fassbender.

Of course you are.

[Fassbender] Mr. Hannaford? Mr. Hannaford?

[indistinct chatter]

[reporter 3] Mr. Otterlake, is it true you're planning a Western?

This is Mr. Hannaford's night. Let's save the questions for him, huh?

You two are very close, aren't you?

Yes, I'd like to ask you about that.

- Why? - Come on, Otterlake. [groans]

Why do you think you have to be as rude as he is?

As rude as you are. In print, anyway...

- I liked your last picture. - Yeah, sure.

No, I know that it was... it was repetitive...

[stutters]...but, uh, uh... But I, oh...

And... Oh, shit. For what it was, it worked.

Yeah, well, she wasn't that kind to me in her review.

Not that you did much harm. How much harm can you do

to the third biggest grosser in movie history?

Did it really make that much? How marvelous.

Yes. Did you know that when his own production company goes public,

that your friend there stands to walk away with $40 million.

- [Jake] Forty million dollars? - And she'll keep on writing

that I stole everything from you, Skipper.

- I'm never going to walk away from that. - It's all right to borrow from each other.

What we must never do is borrow from ourselves.

[guests laugh]

Of course you are close, you two.

You have to be.

You have no choice.

Please, dear lady...

don't tell us what you mean by that.

[guests laugh]

[chuckling]

[Matt] Kill the music, will you? They're still shooting Zarah there.

That's what she wanted, don't you think?

Okay, if she says so.

She's picking up the tab. [chuckles]

Gypsies, jazz, and mariachis, all for a bunch of creeps

who only want to listen to themselves talking.

Jesus Christ, I tell you!

[crewman] Zarah Valeska, take one, scene two.

[interviewer] Zarah, speaking of great men,

your name has been linked romantically

with quite a few celebrities.

Wasn't it understood that we weren't going to talk

about love affairs?

What you agreed to talk about is Mr. Hannaford.

- A fascist, for Chrissake. - [Otterlake] Hannaford? No.

- How about Jack Simon, right here? - You tell us, Brooksie.

Jack's got it in his contract. Right, Jack?

Every picture he directs, he gets to shoot the animals personally...

with a gun!

- They even pay him off in guns. - No, they pay me money, kid.

Oh. And they say I imitate him.

Well, that's your thing, Otterlake, you're good at imitations.

[young woman] Do Jack Benny.

[man 6] He's the one that's into guns.

A fascist? Shall we define our terms?

Spades, spics, micks, hunkies,

honkies, hebes, those kind of terms?

Fasci-tists? We don't like them kinda people.

- What kind of people does he like? - Nobody.

Nobody at all.

Nobody in the plural.

And then, who in the particular?

Mr. Otterlake, for instance. Ms. Valeska.

[interviewer] Uh, it's been reported that you call him, uh, GF sometimes.

Jokingly, of course.

Is that right?

GF meaning "God the Father."

I call Mr. Hannaford... [sighs]

...Mr. Hannaford.

[Otterlake, on recording] God isn't dead. Reflection of your attitude.

Right, Mr. Hannaford?

[Jake, on recording] Well, kid. He's certainly Jewish.

Thus spaketh Jake.

What's that about?

- One of your old tapes, Brooksie? - [Otterlake] I deeded them to the cause.

- [man 7] From that book you're doing? - [Otterlake] From the one we're not doing.

[man 5] You're the first big director that ever tried to write about him.

The first one to give up. But I still know all the material.

You know, religion...

Here it is, the Gospel According to Jake.

"God the Father is an old Jew...

invented by a lot of other old Jews...

in a hopeless attempt to put down the Jewish mother."

- [guests laugh] - [male guest 7] Jewish mother?

That's what the whole new scene's about, you know? Everything...

- even his movie. - Um, what's that about the movie?

- You mean the one... - We don't talk about the movie.

Try the Baron here.

Under torture, he might squeal a little.

- He writes the scripts. - So Mr. Hannaford likes to say.

Please, don't pretend to be stupid. Now, you're supposed to be the brainy one

in this club or this, I don't know, this clan, whatever...

It's a highly informal organization, lady.

The tape that we were hearing.

The subject is God. Is he a member?

She.

We're all ruled by the wind, aren't we, lady?

So, uh, if the Lord is a lady,

and God's will is Her will,

then we can all relax and...

stop expecting the universe to be logical.

[Otterlake] You heard the man, lady.

"We're right back where we started.

Back to Mama."

[Jack] Now, that's when Brooksie's at his best.

When he's using straight Hannaford dialogue.

Gee, that's real nice, Jack, coming from you.

- [Rich] What I'd like to clarify... - Yes?

- is... um... - Yes?

- Is... Is... - [Otterlake] Mm-hmm?

how his disciple feels about the new Hannaford film.

- [Otterlake] Who? - Who? You.

Hey, why pick on me? The man is infested with disciples.

I'm the apostle, lady.

Sure, just like Saint Paul. I know the lyrics to that one, too.

Oh, we're sure you do, Brooksie. Uh...

Yeah. The Apostle Paul packaged it.

You know, by now, Jesus was dead...

- [Jack] You tell us... - Be quiet about 30 seconds. And, um...

so the subject was in public domain,

and, um... um...

Let's see, now. Where was I, folks?

[guests laughing]

So, when Paul dreamed up Christianity...

and...

- [cameras rolling] - [people laughing]

...and stuck the - anity into Christ...

As long as I'm still twitching, Brooksie, you ain't gonna stick it into me.

- [guests laughing] - Isn't that just what he's doing?

Movies and friendship. Those are mysteries.

And religion. The Baron's into that, and I know his material, too.

You ought to get away from both.

[in a German accent] "A mystery may reveal.

It never explains." Right?

Yes. Just like you, Mr. Hannaford.

Just like me and God.

If it weren't for the difference in sex, how could you tell us apart?

[piano music playing]

[Rich] Are those supposed to be John Dale?

He asked for them. It was Mr. Hannaford's idea.

How's this one?

Fine, Joey.

So, how do they look? Hmm?

Stupid, that's how they look.

[Matt] Your leading man. The poor, sick, hungry kid

you pulled out of the water and stuck into pictures.

The orphan, Mr. Johnny Dale. Do you know where he came from?

Where he really came from?

A big rich family in Ohio. How do you like them apples, huh?

[Matt] Yeah, he didn't break out of any reformatory.

He graduated from boarding school, one of the snotty, expensive ones.

We found one of his teachers. He's coming right out here with Billy.

[Jake] Billy's supposed to bring Max David.

When is he joining the party?

He isn't.

No?

- Any word from Texas? - The oil money?

Not yet.

Well, here it is...

if anybody wants to see it.

[interviewer] Darling, this marvelous bash you're giving him,

and if I understand, your whole idea was to get Jake Hannaford in touch

with the new generation.

And vice versa. Yes. [sighs]

[interviewer] Very few of your guests are his own age.

Most people of Mr. Hannaford's age are too old for him.

[Jake] Hey, beautiful.

Hello.

We don't have much of a past... do we, beautiful?

We made just half of a picture together.

That was in Ms. Valeska's country.

[Valeska] In Austria.

- [interviewer] What happened? - Hitler.

- That's what happened. - [interviewer] He threw you out?

She threw him out.

Her USO Troop led our...

armies into battle. I witnessed it from the rear.

But you did liberate the Ritz.

No, her friend Hemingway put in for that one.

Jake was three bottles ahead of him.

Where did you come from?

The studio.

Jake, I told you.

Hemingway? [sighs]

That left hook of his was overrated.

"Every man contains within himself...

the whole condition of humanity."

Write that down, somebody.

Somebody did.

She even gave me the book.

Mr. Hannaford enjoys pretending to be ignorant.

Then she spoiled the present by, uh...

telling me who gave it to her.

[interviewer] Who?

Oh, just someone he doesn't happen to like.

The queers adore great women.

They like all women, Uncle. They're the only sex that does.

True.

Real men never like us. Men only like men.

And, um...

Women keep us away from each other.

"Ah, but if I cut him off," we ask ourselves.

"Cut him off from all his good companions,

what will be left of him?

An amputee, perhaps?

An emotional basket case?"

[in singsong] You chop away... all the same.

[in normal voice] Half a man is better than none.

- [guests] Happy Birthday, Jake. - [cheering and applauding]

As I open my mouth, we raise our glasses to a great gentleman,

who is not only a great artist,

but one who's been called the Ernest Hemingway of the cinema.

The Murnau of the American motion picture. Who Murnau is, I don't remember.

Let me see... Murnau and Dean, the vaudeville act.

As I recall, they played in either Lowes Newark,

or Pickleton on Thames in Great Britain.

That's enough, Georgie.

- [guests laugh] - You ought to make a wish.

What for?

The one thing you'd most like to have.

Or... one last thing you'd like to do.

Don't you think it can happen?

It'll take a lot of blowing.

That should be a job for Ms. Rich.

She'd huff and puff and blow the house down.

[guests laughing]

[guests blowing with him]

[laughing]

[guests cheering and applauding]

Okay, let's get to the movie, shall we?

[projector whirring]

[guitar solo playing]

[rock music playing]

[indistinct chatter]

♪ It's so nice to feel the colors ♪

♪ All days when you are new ♪

- ♪ You close your eyes ♪ - [electricity crackles]

♪ And feel the foam of silence ♪

♪ Running home and cease to happen ♪

♪ Phase across the path of time ♪

♪ In it all, you see them coming ♪

♪ That heaven left behind ♪

♪ I can see you when you're laughing ♪

♪ Laughing when you're having fun ♪

♪ Your head is glowing ♪

♪ Overflowing with good times ♪

♪ Listen for the water droplets ♪

♪ Falling from the ledge ♪

♪ Of birds you heard From grapevine sounds ♪

♪ Of people that you need ♪

[indistinct chatter]

♪ It's so nice to feel the colors ♪

♪ All the day when you are new ♪

♪ You close your eyes ♪

♪ And feel the foam of silence ♪

♪ Listen for the water droplets ♪

♪ Falling from the ledge ♪

♪ Of birds you heard From grapevine sounds ♪

♪ Of people that you need ♪

[windshield wipers clicking]

[engine revs]

- [car honks] - [tires squeal]

[railroad crossing bell dinging]

[engine roars]

[necklaces clacking]

[panting]

[tires squeal]

[handbrake clicks]

- [engine roars] - [tires squeal]

[projector whirring]

[watermill creaking]

- [projector stops whirring] - [guests groan]

Yes?

- Start the movie again. - I can't.

[Baron] Why can't you?

- Because it doesn't work. - [Baron] What doesn't work?

- The projector. - [Baron] Which projector?

Both of them.

[indistinct chatter]

[man 6] What happened, Jake?

Who knows. Johnny Dale, maybe.

- [Otterlake] Dale? - [Jake] Could have snuck

into the generator with his monkey wrench.

[man 8] What is this, another energy crisis?

[Fassbender] Too many camera lights.

Never went in much for symbolism, did we, Baron?

[man 2, over megaphone] All right now, let me have your attention.

We've got a power failure on our hands.

The ranch's generators have broken down.

But, we hope the situation will be temporary.

Meanwhile, we'll be getting lamps for you from out in the stables

and lighting up candles,

so you can all find your ways to the booze and the eats.

Projection of Mr. Hannaford's motion picture,

TheOther Side of the Wind,

will, naturally, be suspended until the juice comes on.

We trust you good folks

will find your own ways to amuse yourselves.

[man 9] All passengers to the lifeboats.

Our gallant musicians will keep right on till the end.

They can't see the notes, but that's all right, they can't read them.

Abe, how nice to see you looking so old.

- [crewman] Getting anything? - [camerawoman] Not with color.

[crewman] Black and white, maybe?

Whistling in the dark, old man?

Well, kid, you whistle or you whimper. How is it in your corner?

[Abe] Who got him an invitation?

Confrontation's the word for it.

- Abe, take it up with the hostess. - Zarah? You must be nuts.

Mother seems to think a little young blood would be good for us.

- [male guest 8] She could be right. - Well, she's always right.

Excuse me, fellas,

I think we have ourselves a confrontation.

I dig. It's not that he didn't make any female stars.

It's just that he didn't make them stars.

That's my whole thesis.

Great thesis. So, the old man can still score.

Who says so?

How he scores, and who he scores with.

That, my friend, gets us into some very interesting country.

- [interviewer] Okay, Zarah, no romance. - You meant with Mr. Hannaford, I suppose?

There wasn't any.

[interviewer] I do wish you could open up just a little on Jake.

No sex at all.

- [piano playing] - [guests chattering]

- [Billy] This way, Mr. Burroughs. - Dr. Burroughs.

[Billy] We have our own generator. This sometimes happens.

These are our storyboards.

[Burroughs] Oh, oh.

- All... All these. - Oh.

- Here. - Oh, thank you.

[filmmaker 10] These show they're going for a closer shot.

- [man 7] A zoom or a dolly? - [filmmaker 10] Doesn't make a difference.

- [man 7] Of course it does. - [filmmaker 10] Looks like a crutch.

Some people are old fashioned.

[male guest 8] Jake, he started out in silent movies.

He goes way back.

The movie he's making now,

- it's a real departure for him. - [male guest 10] He's losing it.

- [camerawoman] Run the cable? - [cameraman] I'm good here.

- [camerawoman] Watch the boom. - He's coming.

[Jake] Tomorrow's Sunday, Mavis. You'll be flying down with us to Mexico.

- [Mavis] What for? - Montaña rojas.

- [Mavis] Who? - Bulls.

A very dangerous breed, sweetie. One of them once killed a friend of ours.

We'll see what happens to our new boy tomorrow.

[Mavis] Gee, I don't know. I have school on Monday.

I'll write a note to your teacher. [laughs]

[man 5] Who's the joker with the cigarette?

Miguel.

[Baron] He was the best of all.

[man 5] Best of what?

[man 9] The best of all our bullfighters. We followed old Miguel all over Spain.

That's Jake, aiming his gun at him in the shooting gallery.

[Jake] Another birthday.

What a party that was. [laughs]

No bums, no movie buffs,

no spies, no spooks, just...

paid-up members of the club.

- [man 5] Miguel Ortega. - [Baron] The best.

- Number one. - Till he got killed.

[man 5] Dad, I hope you weren't responsible for that.

I just had one shot at him.

I missed.

- [Billy] But he got the cigarette. - [laughter]

Get that spook out of here.

- [camera rolling] - [Baron yelling]

Get out of here!

[Baron] Respect Mr. Hannaford's privacy.

You, too. [scoffs]

[jukebox clicking]

[man 9] Hey Billy, why don't you leave that jukebox alone?

That thing doesn't work with solar energy.

I need some new music.

And you shall have it, boy,

wherever you go.

A one, and a two and a three.

[upbeat instrumental music playing]

- It's great. - [camera shutters clicking]

[man 2] Where the hell's Matt? He should be taking this call.

Stupid, that's how they look.

Yeah?

Oh, go on, then, Zimmie. Have a drink.

Oh, how could I?

Besides...

I don't know these people.

It's a whole new business.

These leading actors nowadays... [sighs]

...stars, even. [chuckles]

I don't know their names.

You know the dummy's name? Old Pat here says we can never guess.

John Dale?

Oscar, that was his real name.

You know, at school, what he was famous for?

Fornication?

We got somebody coming here tonight who's going to tell us all about it.

Yeah?

- [Maggie] Darryl Zanuck? - [Pat] Got a message for him.

It's for Pocahontas, or whatever it is Jake calls her.

She's in there, at the screening.

Come on in, Zimmie. Join the fun and games.

[Pister] All those Mr. Dales of yours are certainly lifelike.

So is Mr. Dale.

To look at him, you'd swear he was real.

[guests chattering]

[Matt] I got a message for you, Minnehaha. It's for you.

From Zanuck. Call the secretary first thing Monday morning

for an appointment.

- He's got a picture for her. - Darryl? Swell.

- When's he joining the party? - He isn't.

The Hannaford mafia isn't looking very festive. What's...

- What's the big worry, Skipper? - They like to worry.

Worry is their thing.

Four days is a long time.

- Four days until what? - [Jake] Friday.

Thanks, sweetie.

- [Otterlake] Could you get me one, please? - What?

[Otterlake] What's Friday?

Friday we, um...

close down.

[Otterlake] Jesus, you can't finish the picture in four days.

I've been overscheduled before.

Let's drink to that.

How many times have you been broke, Skipper?

At my present age, Brooksie, um... just, um... once.

[laughs]

Oh, terrific. It's nice being alone.

[Jake clears throat]

[Pat] All right, now. Let me have your attention.

A small auxiliary generator from the stables

has been hooked up to the movie projector.

If you'll all proceed quietly

to Mr. Hannaford's private projection room.

[Jake] Yes, Mavis.

They got the projector fixed. Didn't you hear?

[Jake] Didn't we all.

Aren't you coming to the movie?

Yes, but first we need a little more booze.

We wouldn't want to go in there alone now, would we?

Oh.

[Jake] I want to show you something you may like. Best seat in the house.

[projector whirring]

[dramatic music playing]

Excuse me.

He's in there. With all... With all the other guests.

Watching himself on the screen, isn't he?

Isn't who?

- Oscar... Oh, John, John Dale. - [projectionist] Yeah?

Yes, your leading man.

[projectionist] Not my leading man, buddy boy.

You've seen this before. How is it that they don't have any...

clothes?

They got wet.

In the other reel.

- Wet? - She didn't know him,

but she grabbed his raincoat. That was last night in this other reel.

And now it's today. She took off her clothes in the toilet...

in here. And this morning, he's got his pants hung up to dry on the train.

Train.

[drum music playing]

[Jake] Are we still rolling? I've got to keep shooting.

[soft instrumental music playing]

[laughs]

[Jake] Listen, kid.

Listen.

Somebody's watching you.

You can feel it.

There's somebody else out there.

Up there in that window...

there's nothing behind that window.

They're all the same, there's somebody in there peeking down.

[clattering]

Did he drop the scissors?

[upbeat music playing]

[Jake] But... watch it, boy.

She has her own ideas.

[Rich] Leigh...

Kingman...

Branch Sutter...

Garvey...

Absent friends.

...and John Dale.

Not in the same league.

Believe me.

It's funny...

I don't see one of those men here at your party tonight.

[Maggie] Tonight is for the freakos and the snoops, lady.

If you'll excuse us, please.

[Otterlake] Did you know they had dissolves in Shakespeare?

Ask Mr. Hannaford. He knows everything in Shakespeare.

Shakespeare, that's the Hannaford family curse.

He knows everything about the Hannafords, which is my curse.

Everybody knows about ol' Granddad.

[Otterlake] Junius the First, in the tinsel toga.

His limbs were always covered in dirty pink tights.

So as not to, um...

inflame the female members of his audience.

Right, Skipper? That's where the Shakespeare first comes from.

[photographer] Mr. Hannaford, would you sit

on the ancestral throne, Mr. Hannaford?

[Otterlake] Shall we give them a picture?

Shall we not? [chuckles] Later, okay?

- [Rich] Come on, let's go. - [Otterlake] Way later.

[Rich] This is a waste of time anyway.

The noblest Roman.

Mm-hmm.

Shanty Irish.

Lace curtain.

Like Seneca,

he bled to death in the bathtub.

One of the few times he'd ever...

sat in one.

Now, Junius Junior...

Yeah, he, uh...

He really made it into high society. Piss-elegant.

[Jake urinating]

"Blazing the trail for the...

Kellys and the Kennedys."

[Jake] Otterlake, the human tape recorder.

That's me, Skipper. That's me.

Then, um...

you know about the chandelier.

I'm the authority.

The old Hollywood Hotel, was it?

They found him one Sunday morning.

Hanging from it.

[sighs]

After which, you had to go to work for a living.

So, what do you do next?

[Jake] What does anybody do?

[camera rolling]

And he's on all the credits of Jake's screenplays.

Right?

I amuse Mr. Hannaford.

He has curious pleasures.

Games, he likes to play games.

I'm a writer who stopped writing one afternoon in Budapest in 1929.

Do I have a camera?

Oh.

I'm prepared to make a limited declaration.

This famous...

old lion of yours,

- he's not what you think, you know? - Lions are cats.

And Jake, my dear, is a cat.

A cat that walks like a bear.

I'd call him a necromancer.

But I do not know if he's raised the dead.

[beeping]

[jazz music playing]

Oh, there you are.

Yes. This gentleman...

kindly gave me...

- [projector whirring] - ...permission.

Just stay there. Do you mind?

[chuckles] Not at all.

[Jake] Here she comes again.

Push him down, dear.

Hold him down, choke him, drive that tongue in his throat.

Choke him.

All right, sweetie.

You know where to go.

Let's have that tongue. Let's see it.

Come on, sweetie. Slowly.

Slow...

Yeah. Go on.

- Kid! Kid! - [scissors clatter]

Listen, kid. Now you're getting your courage up.

Are you getting it up?

Or are we fresh out of courage, kid?

Okay. Now the necklace is caught in it.

Give us the reaction, John.

[Jake laughing]

You've gotta believe this could happen.

What if the truth isn't so goddamned impressive.

That's our secret.

Scissors.

Now she's going to cut it away.

Snip, snip.

Snip it.

Cut.

What has she cut, kid? Your little jewels, Johnny, or...

hers?

Let's feel that suspense, shall we? Come on, honey. Feel it.

Suspense, baby.

Pure Hitchcock.

If you'll pardon my language, sweetie.

Hold still, Johnny.

You can do that, can't you?

- [cameraman] Is that a cut? - [Jake] Keep it rolling.

Follow him.

Hold on him and keep rolling.

[cameraman] He said to keep rolling. Everybody, keep rolling.

[Jake] Both cameras. I'd like a record of this.

That's it. Hold it on him.

And goodbye, Johnny Dale.

Hey, look what you dropped.

Fifteen precious minutes of Hannaford. Every little bit...

added to what we've got, makes it just that much more.

- [chattering] - [male guest 11] I told those guys

those spots were too much. Where's the circuit breaker?

- [female guest 4] A circuit breaker? - [male guest 11] I'm pulling up.

Oh, not again.

[man 9] We are blacked out for good.

- Excuse me. - [murmurs]

[man 9] Just watch the birthrate nine months from tonight.

[Billy] What happened? Did that gennie break down again?

[Otterlake] Twice in one night. This is no accident. It's sabotage.

Good heavens. Who do you suspect? This cineaste?

He wouldn't know a cineaste from a hole in the ground.

Probably a midget with a grudge.

I saw your film.

You won't see any more of it tonight.

Why not?

No lights, no projection, dum-dum.

- [Billy] Excuse me. - Besides, I didn't make it.

You will, kid. You will. Let me tell you what I think of it.

Get us a drink, will you, sweetie?

Just look for Jake Hannaford. He glows in the dark.

- Right, Brooksie? - [Jake grunts]

What you imitate is him.

The man, not the movie; your idea of him.

You know, the bull fights and the big game,

the whole macho bit.

Now, the truth of the matter is...

that as a macho,

he ain't all that much.

That chest ain't near as hairy

as he'd like you to think. Yeah.

Your guy's a big pink lobster.

Nothing's really tough.

Except the shell.

Now what? I ask you what's so tough about you,

and you ask me if I wouldn't like to find out. Then we...

entertain the folks with a good old-fashioned Hollywood fistfight?

Well...

if that's the way you want it, kid.

[Otterlake] Old-fashioned is the word, all right,

even in the way you do Hannaford.

Maybe he was like that, 30 years ago.

I'll give him... 40 years.

My Jake can still lick the shit out of yours.

- [Jack gasps] - [sighs]

- What the hell did you do that for? - I wasn't even here.

This is all going on film, you know.

[Billy] Come on, get him out of here.

- [waiter] Got him? Three, two... - [men grunting]

Putting a little extra zing on the old lobster's claw, Brooksie.

I'd do the same for you.

We imitation Hannafords...

have got to stick together.

I brought that schoolteacher. Remember?

You were supposed to bring Max David.

Jake, I... I gotta talk to you about that.

[waiters speaking indistinctly]

[Matt] No sweat.

A couple of wranglers will take him to the local first aid.

- [Billy] You think it'll be all right? - Sure. [chuckles]

We'll donate his motorcycle to charity. [laughs]

Please, if you're gonna have a fight, invite me.

[laughs]

Who told you I was broke?

Well...

Billy said...

you sold the boat.

He did, did he? How about the roof over my head?

How does that grab you?

You mean the ranch?

[Jake] Out in the snow, kid. Over the hill and down dale...

But let's not ever speak of Master John Dale again.

Dale! Dale.

That's what really bugs you, isn't it? Dale.

All your troubles. What's one lousy leading man?

Less than the dust beneath my chariot wheels.

Cheers. I'll drink to that.

[sips]

[Baron] Is that for me? Thank you, Billy.

- [Billy] Pass it on. - [glass shatters]

Right on.

[both laughing]

[both pant and laugh]

[man 6] Billy. Hey!

- What are you doing, Billy? Smoking? - What does it look like?

[man 6] The way things are going tonight, it could be a reefer.

Nowadays, we call 'em a joint.

[man 6] What do you need tea for? You got gumdrops.

We know. That's to keep you off the juice.

He wants to see you.

[Billy] Yeah?

Well, I wanna see him.

I've got that teacher waiting. I wanna...

- [man 6] Get on out there! - Guess who joined us?

Herman the German.

[Jake] Hermie?

How's the boy? And you, Billy?

Jake, I just told you.

Kept you busy just collecting schoolteachers?

Hey, can I please get myself something to eat?

I wasn't just collecting schoolteachers.

Didn't they feed you?

All they do on airplanes is feed you.

Turbulence. Ooh.

You threw up.

Give him some candy, Billy.

Jake, those oil guys...

Keep the voices down.

These freaks got the whole joint wired for sound.

I caught one of 'em bugging a cactus.

What about the old guy?

Don't be bashful, Hermie. We know the answer.

They want no part of us.

Neither does Max.

- Right, Billy? - Nah!

Max David, that dirty crook?

- Who needs him? - We do.

Max? He's so crooked, he's got rubber pockets

so he can steal soup.

Our best chance was that oil money.

- [Billy] Otterlake, what about him? - [Otterlake] Yeah, what about me?

Brooksie. We wondered if you knew about the screening at the drive-in.

- We're screening the rest of the movie. - He's seen the movie.

Not everything.

Well, we... we don't have everything.

Leave it to Jake, pretty soon you'll have too much.

You bet, we've had our troubles before.

Want your little friend to get you a drink, uh, Skipper?

- Thanks, Brooksie. - He's Max's golden-haired boy, isn't he?

They gave Brooksie his own company.

- Come on. Tell us something we don't know. - I brought that schoolteacher.

Jake will see him if and when he feels like it.

What about Max David?

That's who you were to bring out here, right after the screening.

He blew it. Must be all that candy he eats.

Me?

You were the one with Max.

Where is he?

And what the hell's the candy got to do with it?

Could be it's softening your brain, Uncle.

It's for the sugar. You know that.

Since I got off that stuff.

- And speaking of which... - [gulps]

Speaking of which, here's little Mavis,

who'll bring us a little fresh encouragement,

um, won't you, sweetie?

- [Mavis] Shouldn't I go home and pack? - Pack?

I mean, if we're going to Mexico.

Oh, we go as we are, sweetie.

Just as we are.

[both chuckle]

Wasn't very smart, you know.

Poor-mouthing like that in front of Otterlake.

- You know who he is, don't you? - Of course I do.

I've seen his pictures.

He's a big success.

[man 6] Brooks Otterlake is money, not just success, but money.

His old man owns half the trees in Canada.

Yes, and you know what Billy told him. He told him we're in trouble.

Well, aren't we?

When you talk poor to the rich, they jump to conclusions.

They think we're getting ready for the touch.

And that's what we're doing?

Could have been the general idea until Uncle Billy loused it up.

But, Mr. Hannaford, excuse me...

Didn't I just hear you saying about Otterlake...?

- [man 6] No more questions, Junior. - Where did this yo-yo come from?

[Pister] As it happens, I did one of the first positive, critical appraisals

- of Brooks Otterlake. - Oh, hooray for you, buddy boy.

I just wanna be helpful. From what I overheard,

I understand there's thought of approaching him.

A word from me certainly couldn't hurt. He's bound to feel some gratitude...

Mr. Otterlake's a chum. We don't hustle our chums for dough.

We're kind of strict about that.

Always remember that your heart is God's little garden.

[Matt] Is that recorder still running?

- No. - Well, see that it isn't.

[Pister] There's a camera somewhere.

- [cameras rolling] - A couple of them.

Studying a man like Jake Hannaford, that's an experience.

Don't you miss it. Stick with the job.

Eat a little shit, Mr. Pister.

- [door slams] - [guests chattering]

[Billy] Have fun.

- [Baron] What's that, Billy? - That's the latest message.

Roger.

I did something I shouldn't have done.

[guests laughing]

- But I saw him go into the library. - Well, it's groovier in here.

[man 6] Billy? What are you doing?

[man 7] Otterlake.

- For Chrissake, Brooksie. - [Otterlake] What?

You know about Billy.

He's been on the program for nine years.

- What you wanna do that for? - What is the fundamental

aesthetic distinction between a zoom and a dolly?

What possible difference can that make except to another dolly?

- Ah, forget it. - What?

Hi.

[both laughing]

This is the one that hurts, Brooksie.

[Otterlake] Skipper...

This is a scene we both hoped we'd never get to.

I don't think it's gonna play, not even for comedy.

Uh, how much do you need?

How much have you got?

Hey, remember when you first appeared on that location of mine out in Iran?

[Otterlake] Yeah, I didn't even have fare back home. Just that...

secondhand tape recorder.

A raggedy-ass kid.

When was it?

Only... uh, four years ago.

- [Otterlake] Skipper? - Yes?

[Otterlake] That... 40 million that was...

mentioned...

[sighs]

I know, kid.

It's only a distant hope. How's that for dialogue?

[Jake] Tell you what, Brooksie... You might just lean a little on...

- [water running] - ...Max David.

You do the leaning,

he's got to give.

- I did set up the screening. - [Jake] So you did, Brooksie.

And he hated every frame.

He's an idiot, Jake. They're all idiots.

You know that.

He's your idiot.

[Otterlake] Up to a point.

Don't be pompous, Brooksie. You made his company all that loot.

Christ knows I didn't.

Oh, don't think I'm not ready to put up a fight for you.

- Want me to spare you the embarrassment? - It's you I'm thinking of.

God, I don't want to have to listen to Max David...

and all those stupid...

Turning you down.

Don't give up the ship, eh, Brooksie?

- I'm not. - [door opens]

[Jake] I told you this wouldn't play.

[Pat] You all right, Zimmie?

Oh, sure.

Don't worry about me. You've got troubles of your own.

[Pat] Jesus, all this TV.

There must be plenty of work for a good makeup man.

I got a suggestion.

[Pat] Yeah?

- It's what you can do with them dummies. - I know what I can do with them.

Listen, Pat. You take them dummies, see,

and you take this piece of iron pipe,

and you slash and beat and chop away

to your heart's content.

Or maybe give the pop to Jake.

He'd feel a whole lot better off afterwards, believe me.

- The state requires you...? [mumbles] - Well, yes, every state does.

- Is that so? - So, in order to graduate by January,

I'd have to take one correspondence course.

[Billy] Mr. Hannaford...

[Jake] You have two more credits to go before...?

- [Billy] Mr. Hannaford. - [Mavis speaking indistinctly]

- She doesn't want to pay that? - She won't sign for it.

Mr. Hannaford?

Dr. Bradley Pierce Burroughs.

Pease.

- Pease? - Bradley Pease Burroughs.

Not that it matters. [chuckles] How do you, sir?

- Here you go. May I take your...? - Oh.

Oh, yes. Thank you.

[camera rolling]

[man 6] The doc here is professor of English Literature.

at the Frannahan Boarding Academy for boys.

Clivedale.

- That's the name of the school. - He also teaches Dramatics.

And who do you think was my star pupil?

Of course, we knew him then as Oscar.

[chuckles]

Oscar.

[man 6] Uh, tell about Aunt Daisy with the funny hats.

Well, uh...

- They weren't... that funny. - [man 6] She raised him, so you said.

And... from the time he was first able to walk, he used to put on shows.

You know, with his auntie's hats and gowns and dresses.

[whispers] The way Dale tells it, he didn't even want to be an actor.

Supposedly Jake's idea. He practically forced him into it.

[Otterlake] Huh.

[Jake] What was he doing, um...

in Acapulco, besides getting stoned?

He made the trip just to see you.

[chuckles]

[both laughing]

- [Otterlake] Does all this matter? - [whispers] I think it does to Jake.

Oh, Christ. [laughs]

[coughs]

Um... And the change of name?

Oh, for that...

I'm afraid we have to blame Oscar Wilde.

But...

we had this...

Yeah?

There was, uh, an unpleasant little... [mutters]

You see, there was this, um...

We had this teacher.

- He was just one of those little... - You mean he was a faggot.

This teacher was a faggot.

Well...

Uh, Mr. Hannaford...

This story concerns my school.

I... I'm in no position to, uh...

- publish... - Publish and be damned.

Look. We've run out of film.

You can, uh, speak off the record.

Dale was in no way involved, you know,

but... among the boys... there was a...

great deal of morbid conversation, um...

I'm afraid, on unhealthy subjects.

As you could imagine, with a name like Oscar...

What happened to that teacher?

- We let him go, of course. - Let him go?

- Mm-hmm. - What about the police?

Well, the man was sick, Mr. Hannaford.

But those young boys.

They must have been sick after he finished with them.

Uh, I hope you're not worried about Dale.

You think I should be?

Wouldn't that depend, Mr. Hannaford, on your own... personal interest?

[shouts] What are you driving at, Dr. Burroughs?

Nothing.

Nothing.

No, no, no!

I'm just his director, not his Aunt Daisy.

And I'm just his English teacher.

[both laugh]

Certainly, he has every reason to be grateful to you.

I'm sure that one day, when one of his fine performances

gets the Academy Award, you'll be grateful to him.

Notice how careful he is not to refer to it as an Oscar.

Would you like to take a dip, Dr. Burroughs?

A dip?

Oh, the pool! What a grand suggestion. [laughs]

A little more hooch would be helpful. I'll be right with you.

Good. Good.

- Where do I change? - Right here.

In the sight of God.

We all promise not to look, hmm?

[all laughing]

Yes, I suppose all schoolteachers are prigs.

I suppose...

Prigs or... faggots.

- Now, now, Mr. Hannaford. - Now, now, Dr. Burroughs!

[chuckles]

[chuckles nervously]

We were conned, Mother.

He was a fake.

[Billy] She knows the way they met.

When Mr. John Dale was pulled out of the water,

the famous would-be suicide.

"Would-be suicide"?

I'm bored with the whole story. [sighs]

Would-be suicides ought to be treated like drunks.

Turns out he doesn't belong to you.

[Maggie] "Belong"?

The old Chinese business, remember?

You save a life, you own that life.

- Finders keepers? - [Maggie] Jake isn't a Chinaman.

And Dale wasn't no suicide.

No, he was an actor.

And he wasn't drowning, he was auditioning.

Jake, that boy didn't run away.

He was thrown away.

Yes, Mother. And sweet, Holy Jesus, what a relief that was.

Like getting rid of an aching tooth or the monkey off your back.

A drug habit's something you've gotta kick.

[Jake] Yes, and my foot was getting sore.

[sighs] How are you going to finish it?

That boy is all washed up, Ms. Valeska.

The picture. Isn't that what matters?

Well, we've got that footage of him bringing the clothes to her

and all that wind. Right, Maggie?

To the girl. What then?

The girl. What about her?

Yes, what about her?

- We're all interested. - Dale wasn't.

And neither is Mr. Hannaford. That's funny, isn't it?

A scream.

I'd just like to ask Mr. Hannaford

if things wouldn't have been very different if Dale had been her lover?

If they weren't lovers, doesn't that sort of spoil the pattern?

- Ms. Rich? - [Billy] She's on again.

You ask him.

- Why don't you get lost? - Tonight, it's all on the record.

It's all hanging out. That's how Zarah wants it.

- [Pat] Here's a present for you. - The truth shall set us free.

- Not from me, from Zimmie. - Zimmie?

- There's a card with it. - We ought to have a drink with Zimmie.

You fired him.

I always fire Zimmie. I fire Zimmie constantly.

Anyway, it's my birthday. I always give the presents.

- [Maggie] That's some kind of a gag. - We know.

He makes the gags, too.

Did he tell you where I should stick it?

Oh, Zimmie's jokes.

[Pat] Just in case you want to use it on those dummy John Dales he made for you.

Speaking of presents... have I got a present!

"Have a go at the dummies, Jake. They break even more easily than people."

- [guests chattering and laughing] - Gentlemen!

[cameras rolling]

Ladies.

We are presenting an award

to the other half of The Other Side of the Wind.

The, um, better half.

A bone...

for Pocahontas.

A little curio we picked up somewhere.

A bit of our own pale-faced craftsmanship.

Indian bone.

The inscription goes back to before all this was movie country.

Just after... gold was found,

the Indian population dropped pretty quickly.

And in ten years, about 90,000 of them...

just, uh, disappeared.

Well, in those good old days, our gallant honky pioneers

uh, used to cut off Indian ears and pickle them in whiskey for souvenirs.

And on pieces of bone, like this,

they'd, um, write funny little jokes.

"I am off the reservation...

at last."

And so are you, my dear.

Perhaps you'd like to present this to our leading man.

Right up his ass.

[guests murmuring]

[male guest 12] The old man is a destroyer.

What he creates, he has to wreck. It's a compulsion.

Then, we must wait, my dear, for him to eat us alive.

Unless, perhaps, you are a critic.

He does rather tend to push them to the side of his plate.

But others...

we who glow a little in his lights,

- the fireflies... - Fireflies. I'll drink to that!

...he does quite often swallow whole.

It is a fact...

that some of us, he chews on rather slowly.

[man 10] And you wouldn't call him a destroyer?

[Baron] I withdraw the aphorism,

and give you, in its place,

a simple law of physics.

"No machine ever produces

as much as it consumes."

[Jake, on recording] Everybody was happy until they found him one Sunday morning

in his suite in the old Hollywood Hotel,

hanging from a chandelier.

[slurring] Early morning,

just before dawn.

Not yet.

Flashback, Mavis.

An old-fashioned flashback.

We're out on the boat.

And we just happened to notice somebody drowning.

Trying to. A young punk nobody ever heard of.

John Dale.

They've heard of him now.

Yes.

How's this? After we dried him out,

we tried to get him interested in staying dry. But no.

Oh, we know the story.

Backwards.

I just can't get him interested in anything.

Put me in a movie, make me a movie star.

What does that prove?

What does it prove, Mavis?

Bores him to death.

[slurps loudly]

But he stops trying to die. I cured him of that.

Master Johnny just...

kicks me sharply in the groin

and walks away.

[sniffles] Suicide.

We were speaking of suicides.

Want me to bring you another scotch?

[slams]

[huffs]

- [grunts] - [glass shatters]

[Rich] Well?

What can I do for you, Ms. Rich?

[Rich chuckles] You could tell me what's going on here.

Or why.

I wouldn't even begin to try.

After Monday, I won't have to worry about it.

What does that mean?

Guess.

I don't want to.

It sounds like you are quitting.

You wouldn't do that.

It's Chapter 11.

We're finished.

See you around.

[Maggie] Where's Matt?

He's got that meeting with the bankers in New York,

so he's going straight to the airport.

He was supposed to fix it with the drive-in theater.

For the screening? Yeah, he's stopping there first.

Good. But, Jake said we shouldn't tell too many people.

I won't.

There ain't much left of this party as it is.

Jesus.

Up the fireflies, eh, Billy?

Right on!

♪ Shine, little glowworm ♪

♪ Glimmer, glimmer ♪

♪ Shine, little glowworm ♪

[all singing] ♪ Glimmer, glimmer ♪

♪ Lead us Lest too far we wander ♪

♪ Love's sweet voice Is calling yonder ♪

♪ Shine, little glowworm ♪

♪ Glimmer, glimmer ♪

- ♪ Shine, little glowworm ♪ - [Baron] Um...

- Uh... - [guests] ♪ Glimmer, glimmer... ♪

I'm sorry, J.J. It's almost time to go to the drive-in

to screen the rest of the picture.

[Jake grunts]

♪ Shine, little glowworm Glimmer, glimmer ♪

♪ Shine, little glowworm Glimmer, glimmer ♪

♪ And lead us on to love ♪

[guests laugh]

[upbeat music playing]

- [gunshot] - [loads rifle]

Sounds like shooting.

Baron, I'm surprised at you.

That's a lousy line of dialogue, and you know it.

[continues firing]

Fastest gun in the West, folks.

Jake? What the hell are we doing?

We're having a party!

[man 11] Hey, you! Pocahontas.

From your boss. He says you'll know what to do with it.

[gun firing]

[man 9] By God, there's reinforcements. Minnehaha!

- [man 12] What? - Princess Laughing Water.

She's sure as hell off the reservation tonight.

But what I want to know is who the hell she's aiming at.

[shoots]

If I know anything about Ol' Master Jake,

that red-skinned lady is supposed to be aiming at the dummies.

- [male guest] Why? - Why not?

[firing continues]

[fireworks bursting]

[laughter]

[young woman] What's going on?

[fireworks whooshing, bursting, and whistling]

[guests chattering]

- That's... Billy, have you seen this? - [Billy] Seen what?

[Otterlake, in feigned accent] There are little men up there.

They're shooting Roman candles on the roof.

[Billy spits]

[imitating John Wayne] Veteran troops, pilgrim.

Neorealists.

And the grand old new wave, sir.

They'll never give up! [laughs]

- What's all that about? - I thought you knew about the midgets.

What's there to know about midgets?

Ah, they broke into the wine cellar,

now they got their tiny little hands on the fireworks.

- They are going to spoil the party. - Jake's done that already.

Goddard has just set up a government in exile. Just a minute.

[Billy] Will you let him tell his joke?

See, I told you, it wasn't much of a joke.

- [loud boom] - [Billy] What the hell is that?

- [fireworks bursting] - [people on roof whooping]

Artillery.

The heavy stuff.

Is the children and womenfolk safe?

Safe? Someone's shooting at me.

- They're in the stockade? - Stockade?

- What? - Stockade?

That's what I said.

All right now, attention, everybody.

Mr. Hannaford's motion picture will continue projection

in the Magnolia Gardens drive-in movie theater,

which has been specially hired for the occasion,

at the corner of El Dorado and Getty.

Just one block south of the freeway.

No tickets required.

Another Hannaford shot?

[Pat] The drive-in is just a short ways from here

on the route to Los Angeles.

So, all you that missed the closing reels can now view this material

from the comfort of your own cars.

Thank you and goodnight.

Well, if Bastolucci doesn't surrender now...

Bertolucci.

Slice him how you want to,

he's-a gonna be one a-spicy meatball. [laughs]

[imitating Jimmy Stewart] You see that old lady there,

the one with the blue tennis shoes? You see her?

- Where? - [Otterlake] No, you mean, "Who?"

[Billy] All right, who?

It's Governor Reegan.

- Reagan. - That's who, Reegan.

- Reagan. - Reegan.

- Reagan. - Reegan, Reagan.

[both laugh]

Approached by a video-freak with an indecent suggestion,

just as he was sneaking across the state line,

Ronnie's wig... flipped.

Is he still governor? Governor?

Yep. He has decreed a state of emergency

and thrown himself on the mercy of central casting.

[scissors snipping]

[muttering]

- [grunts] - [laughs]

[Otterlake] Wayne himself, now a barefoot friar,

has been arrested for denigrating all over a daughter

of the American Revolution.

Jessel is demanding equal time. Here, catch.

[Billy grunts]

Five of our best biographers have just gone over to Preminger.

[Otterlake] Antonion-ioni-o...

What?

[Otterlake] They're dropping over Burbank...

[man 6] Will the owner of the '74 blue Impala

please come down and move it?

I wonder if our leader has any idea who that belongs to?

No, but he paid for it.

- What? - It was supposed to be Dale's.

- Wow. - We weren't giving him much of a salary.

He would have got that as a bonus when he finished the picture.

He didn't, so he doesn't. Hmm?

[man in car] Whoo-hoo!

[Billy] Now, here's a late bulletin...

Marlon Brando,

who, by the way folks, is not pregnant,

has gone underground and is doing splendid work for all of us,

under the name of Tokyo Rose.

Chin up, Brooksie! They haven't got us yet.

Here's a lady tells us we've got to stick together, Jake and I.

The farther you're apart, the harder it will always be to hide.

- What would we be hiding, lady? - How much you really hate each other.

You've got it slightly wrong.

Yes?

[footsteps fading]

[upbeat music playing]

[guests chattering]

[young woman] We made it. We're over on the left.

[man] There's a spot over here.

[camera rolling]

[Baron] Hot coffee? Over here.

[waiter] I'd say another case.

[Otterlake] Black coffee.

I hope Jake's one of your customers.

That's the idea.

Of course.

I wouldn't give much for the rest of them. But he... Lucky he's got you, Baron.

Oh, he'll get along without me.

What does that mean?

[Baron] There's a time for all things under the sun, Mr. Otterlake.

I'm getting much too old for my job.

If you can call it that.

Nonsense.

What I wouldn't give for somebody like you.

I'm not on the market.

You never were.

Even for the neutral observer, there is a price.

Not worth it for you, though.

You're not quite tough enough for that.

Not yet.

But who knows, Mr. Otterlake? Perhaps you will be.

[sighs]

And where will that put me, Baron, in your estimation?

Where do you want to be?

No, what you need, now and always...

are the soldiers,

the good soldiers.

Men like Billy.

They followed Hannibal and Napoleon,

they really crossed the Alps.

They are the heroes in any story.

Is there a movie in it?

[chuckles]

[jazz playing]

[wind blowing loudly]

[projector whirring]

[Baron] Excuse me. I'm afraid we're getting out of sequence.

Someone must have given you the wrong reel.

[projectionist] Does it matter?

[Baron] Maggie ought to be here, keeping the reels in order.

[projectionist] Who?

- She's the film editor. - [projectionist] I haven't seen her.

Well...

Well...

You're right, I suppose.

It doesn't matter at all.

"But this rough magic he here abjures.

Take back that last, it doesn't fit."

[Jake] What does "abjure" mean?

- You went to Harvard. - Give up.

Is that a suggestion?

"Abjure," he knows what it means.

I gave up in the seventh grade.

How about you?

Never.

Not even now.

And I didn't learn my Shakespeare at Harvard.

Mr. Otterfield here...

wanted to be an actor,

then he saw one of my films.

We all read the interview.

He is a rough magician, isn't he?

You can kiss my sweet ass.

What did I do wrong, Daddy?

"Our revels...

now are ended."

You bet your sweet cheeks.

[Baron] I thoughtyou had left.

We had to hire this drive-in for the whole night.

Somebody had to make the arrangements, didn't they?

It's on the way back to town.

- Monday, I'll have an office at Universal. - [engine starts]

Give me a ring.

- This station wagon. - What about it?

It belongs to Jake.

Where shall I pick it up? At Universal?

It goes back to the dealer.

Yes.

[Baron] Like the sports car, I suppose. The one Jake is driving.

[Matt] Oh, that one's paid for. That was gonna be a present, remember?

For John Dale.

When he finished the picture.

Wait a minute. Wait a minute!

What's with Billy?

He ran out of gumdrops.

[engine roars]

[grunts]

[sighs]

Going, so soon, honey?

Yes.

Wasn't much fun for you, was it?

Goddamn midgets.

Friends of yours?

[Otterlake] So sorry, Zarah. I'm afraid our leader's a little pissed.

She doesn't like you, kid. That's why she gave the party.

She figures I don't relate enough to the younger generation.

Just through you.

But I do, you know.

I relate all I need to relate.

Hey, beautiful.

Couldn't we fix it to see each other just a little bit less seldom?

With an old friend...

It's quite enough to know he's there.

Like Gibraltar, the Eiffel Tower...

Durability.

It can be rather fragile.

Sometimes, to keep that feeling,

we need to keep our distance.

The bad thing is to find out that a friendship was

between a couple of other people.

Thanks, Mother.

[chanting over speakers]

You hear that? That's old Manolito, remember?

We found him together. In Spain.

- [Rich] Where is he now? - Back there, with our hostess,

by the limo.

- [Rich] Valeska. Is she leaving? - [guest] Looks that way.

Well, she'll have to answer a few questions first.

Say goodnight for me to your actress.

She was pretty good in there with that gun.

[Rich] She wasn't shooting at dummies.

The preferred target, I suppose, would have been me.

Preferred by whom, Mr. Hannaford? You gave her the gun.

Now, what does that mean? What's it supposed to mean?

Don't worry. Even if she doesn't know, she'll tell us.

[Rich] Ms. Valeska,

you made just one film with Mr. Hannaford.

Yes.

That Garvey... Glen Garvey was your leading man.

It is true, isn't it, that during the shooting of that film,

Mr. Hannaford had an affair with Garvey's wife?

Men are the subject of his films. And whoever the man is,

naturally, he's got a girl, right?

And whoever she is, somehow, finally, Hannaford seduces her.

He must. He has to possess her,

because it's the only way that he can possess him.

We'll have to stop this, you know?

[Billy shouts] Okay, okay, cut it, you guys.

Expensive vice, isn't it? After he's had his actor's girl,

he throws her away.

And then he's thrown his actor away, and destroyed him in the process.

Maybe that's what you really want.

[Rich gasps]

- [people gasp] - [murmurs]

[shouting] You son of a bitch, you belong in a B-movie!

Pick on someone your own size, motherfucker.

- [cameras clicking] - I'm all right. Would you let go of me?

[Billy] All right! Go home!

[Otterlake] They're getting all this on film, you know?

Who gives a shit?

- [guests shouting] - [engines starting]

[shouting] Where's your public, for Chrissake?

Before any of you creeps could put this stuff together,

we'll have our own movie!

A real movie!

[horn honks]

[Otterlake] What happened to the critic lady?

She'll live.

Yeah, she'll live to write about it.

- [Billy] Don't let him get you down. - Do you?

Not yet.

[snoring]

[Jake, on recording] Remember those Berbers in the Atlas?

They wouldn't let us point a camera at them.

They're certain that it dries up something.

[birds chirping]

[Jake] The old eye, you know... behind the magic box.

Could be it's an evil eye, at that. Medusa's.

Johnny?

So...

you came to my party after all.

Get in, I'll drive you.

Chicken?

[engine roars]

[tires squeal]

[drumming]

[wind whipping]

- [fluttering] - [man chanting]

[wooden beams creak]

[wind blowing loudly]

[grunts and yells]

[Jake] Who knows,

maybe you can stare too hard at something, huh?

Drain out the virtue, suck out the living juice.

You shoot the great places and the pretty people.

All those girls and boys.

Shoot them dead. [echoes]

[orchestra music playing]

[Jake] Cut.