ACT ONE



1970-1973

He was disappointed in the world. So he built one of his own.

-JEDEDIAH LELAND ON WHY CHARLES FOSTER KANE BUILT XANADU

The greatest danger for those working in the cinema is the extraordinary possibility it offers for lying.

-MICHELANGELO ANTONIONI



JULY 3, 1970

Located on Sunset Boulevard, Schwab's drugstore was a legendary industry hangout with a soda fountain where, during the golden era, you might find yourself on a stool next to Mickey Rooney, Marilyn Monroe, or Groucho Marx.

Schwab's was where Charlie Chaplin played pinball and where F. Scott Fitzgerald had his first heart attack. It's where William Holden hung out with his screenwriting pals in Sunset Blvd. and where Ava Gardner worked while awaiting her big break.

It has long been claimed that Schwab's was the site of a story that encompasses all we believe about Tinseltown at its peak. It goes like this: In January 1937, sixteen-year-old Judy Turner cut class at Hollywood High to grab a Coke at Schwab's, where her beauty was so stunning that director Mervyn LeRoy offered her a screen test on the spot. Later changing her name from Judy to Lana, she became Lana Turner: one of those remarkable things known as a movie star.

Like many things in Hollywood, the story is mostly true, except for the facts. Lana Turner was indeed discovered while ditching school to get a Coke, but it was at Top Hat Malt Shop where the publisher of The Hollywood Reporter discovered her and put her in contact with talent agent Zeppo Marx, Groucho's brother.

But to this day, many who know better will still tell you it happened at Schwab's.

The story of how cameraman Gary Graver came into Orson's life also begins at Schwab's, and like Lana Turner's discovery, it seems like something from a screenplay. It almost has to be true, because if you made it up, nobody would believe you.

In Hollywood, however, truth is often more remarkable than fiction, and it's a place where anything can seem possible-as it was on Friday, July 3, 1970, when Graver and his wife, Connie, stopped for coffee at Schwab's.

As he sat down, Graver picked up a copy of Variety, whose headline blared that indie films were booming and represented 39 percent of new pictures heading into production that year.

On the second page, he found Army Archerd's "Just for Variety" column, which explained that Sean Connery had set up a new production company; Laurence Harvey had fractured his knee; Patty Duke was back from her honeymoon; and actress Sharon Farrell was pregnant.

But right in between Laurence Harvey's knee and Patty Duke's honeymoon, the following item struck Graver:

Orson Welles looking very well, visiting friends here and in San Fran., says he soon returns to film his yarn "The Other Side of the Wind" in Italy and Yugoslavia.

Yes, Orson Welles was in town and making a new movie.

"I bet he's at the Beverly Hills Hotel," Graver told his wife before walking to the pay phone.

"Orson Welles, please," Graver asked the hotel operator, praying he'd picked the right place and that Welles was staying under his own name.

Then the line began to ring and somebody picked up. And there was that voice.

"Hello," rumbled a man who was unmistakably Orson Welles.

Stunned, Graver asked, "Uh ... Orson Welles?"

"Yes," Welles responded. "Who is this?"

"My n-name is Gary Graver and I'm an American cameraman," the thirty-one-year-old stuttered. "I know you have some projects and I'd sure like to be involved with you as a cinematographer-"

Welles cut him off, explaining that he was busy and just about to fly to New York, where he was acting in Henry Jaglom's A Safe Place.

"Why don't you give me your name and phone number," Welles said.

Graver did so but knew he'd blown it. Somewhere at the Beverly Hills Hotel, Welles was sitting impatiently on the edge of a bed, waiting for the call to end and not writing down Gary Graver's phone number.

Returning to the table, Graver looked at his wife and said, "Let's go home."

* * *

With Orson, one friend said, timing was everything. If you came into his life a few minutes early, you might be gruffly dismissed. Arrive five minutes later, however, and you could be swept into his orbit for an evening as his dinner guest, an experience that you'd talk about for the rest of your life and one he'd forget by the next afternoon.

But if you arrived right on time, not a minute early or five minutes late, you could be more. Meeting Welles at the right moment meant you could become his business partner or his personal assistant; his trusted friend or future enemy; Sancho to his Don Quixote; or Hal to his Falstaff. Even more, when Orson needed you, you became indispensable-until, of course, you weren't. You might remain in his grasp for the rest of his life or even yours. That choice was his, and resistance was futile.

The impact of falling under Orson's spell was summed up best by actress Geraldine Fitzgerald, who said he was "like a lighthouse. When you were caught in the beam, it was utterly dazzling. When the beam moved on, you were plunged into darkness."

As Graver drove back home to Laurel Canyon, he probably felt some small measure of that darkness. Soon, however, he would be caught in the beam.

* * *

As the Gravers arrived home, Gary heard the phone ringing, ran inside, and picked up the receiver. It was Orson, who said, "Get over to the Beverly Hills Hotel immediately! I've got to talk to you right away!"

Back in the car, Graver flew down North Beverly Drive to the pastel-green Beverly Hills Hotel. Moments later, he was at a bungalow door, face-to-face with Orson Welles, clad in black silk pajamas and a matching robe.

Inviting him in, Welles offered Graver coffee and they chatted for a bit. Then Orson cut to the chase.

"I'm about to make a movie called The Other Side of the Wind and I'd like to work with you," he said. "You are the second cameraman to ever call me up and say you wanted to work with me. First there was Gregg Toland, who shot Citizen Kane. Since then no technician has ever called up and said they wanted to work with me. So it seems like pretty good luck."

When he returned from New York, they would take test shots for The Other Side of the Wind.

* * *

Gary Graver had come to Hollywood in the early 1960s, looking to get into movies any way he could. A native of Portland, Oregon, he tried acting and took classes from Lucille Ball and Lee J. Cobb but went nowhere. So he parked cars and ushered at movie houses until he found a way to break in.

That break, strangely, came as the result of an event that wound up shaping an entire decade-the Vietnam War. Drafted into the army, Graver chose to enlist into the navy because he'd heard that Honorary Admiral John Ford sometimes trained Los Angeles-based cameramen before they headed off to Southeast Asia.

Graver didn't meet Ford, but with his naval film unit in Vietnam he got a crash course in how to be a cameraman and shot in conditions that studios would spend millions trying to re-create, while doing so from the air, ground, and water as well as under enemy fire.

Back in Hollywood, Graver found that this training made him perfect for producers such as Al Adamson and Roger Corman, whose independent studios cranked out down-and-dirty, low-budget biker, horror, and exploitation films made by eager young directors. Corman's studio in particular was a de facto film school for everyone from Francis Ford Coppola and Martin Scorsese to Ron Howard, James Cameron, and Peter Bogdanovich.

Before meeting Welles, Graver's credits included Satan's Sadists and The Girls from Thunder Strip, in which three "beautiful bootlegging sisters" fend off a violent biker gang.

At heart, however, Graver was a true cinephile who possessed an encyclopedic knowledge of film, read Sight & Sound, had watched the French New Wave, and loved old masters such as Alfred Hitchcock and Jean Renoir. He was also a Welles fanatic, who'd sat in an empty theater to watch Chimes at Midnight and had marveled at the opening shot in Touch of Evil. If there was a single director Gary Graver would have given his life to work with, it was Orson Welles.

That director, amazingly enough, was now talking to him in a bungalow at the Beverly Hills Hotel and mentioning him in the same breath as Gregg Toland, the legendary Oscar-winning cinematographer who'd taught a novice Welles everything he needed to know about cameras and lenses before the pair pushed every possible creative boundary to achieve the rich, deep-focus world of Kane. Making this all the more remarkable was the fact that Orson was now asking Graver to fill Toland's shoes on his next film.

With those thoughts undoubtedly colliding in his brain, Graver suddenly felt Welles's huge hands unexpectedly gripping his shoulders and then, just as suddenly, found himself being thrown to the ground, where moments later he was joined by Orson who used his bulk and one beefy arm to keep the cameraman pinned to the ground. Each time Graver struggled or tried to speak, Orson would simply raise a finger to his own lips, wordlessly indicating,Silence! Perhaps, Graver wondered, this might not have been such a great idea after all.

Then, however, Welles slowly peered over at an open windowsill, stood up, and helped Graver to his feet.

"I saw the actress Ruth Gordon out there," Welles said. "If she'd seen me, she'd have come in here and talked and talked and talked. Right now I want to talk to you."

From then on, Gary Graver belonged to Orson Welles, putting him ahead of marriage, children, money, food, and the mortgage. Of those priorities, Graver's son Sean said, "Orson would be number one."

* * *

Graver told Welles he could make a movie for almost nothing, using a young, non-union crew willing to work for less than $200 a week. He could get discounts at labs and purchase unexposed film stock left over from other pictures. He even knew ways to sneak extra days out of rental equipment.

Together they had enough equipment for a mini-studio. Graver had an Arriflex camera, while Welles owned both a 16mm and 35mm Éclair. They also had lighting, sound equipment, and an editing table.

After talking for hours, the pair agreed that they had everything necessary needed to start the movie when Orson returned from New York. At least everything besides a cast, a final script, and a financier. Until then they'd start with $750,000 provided by Orson.

Before Graver left, the fifty-five-year-old Welles said that he didn't want to spend his remaining years making movies for hire. No. He would focus on what he did best. The only movies he would make from here on out would have to be Orson Welles movies.

* * *

When Graver arrived, he'd noticed a dark-haired young woman in the background who quietly walked into another room and closed the door. With Graver gone, she returned.

The woman was Oja Kodar, a twenty-nine-year-old Croatian model, artist, and actress who'd met Orson in Zagreb during the early 1960s while he was directing The Trial. She was in her early twenties when they met, while the thrice married Welles was in his mid-forties, with three daughters, one of whom was three years older than Oja.

Despite the age difference, they began an intense on-and-off relationship. After an early separation, Welles took great pains to find Kodar in Paris, where he smashed in her apartment door and presented her with a love letter he'd been holding for three years. They'd been together ever since.

Though born Olga Palinkas, Kodar had picked up her stage name after Orson had described her as a "present from God" and learned that the Croatian word for "as a present" was kodar. Taking that as her last name and using a childhood nickname as her first, she became Oja Kodar.

A man who surrounded himself with beauty, Welles had found, in Oja, a striking woman with dark eyes, sharp features, and a lithe body, all of which emoted strength and sexuality. She was warm and tough; sweet and stern; sensual in spades; but nobody's plaything. This was not a woman with whom you'd have either a casual fling or a cozy family with a white picket fence. Orson had dated Dolores del Rio and been married to Rita Hayworth, two remarkably desirable women. But it was Kodar, somehow, who managed to maintain her grasp on him.

Things, however, were complicated. With Orson anything could be complicated, whether it was romance, setting up a shot, or financing a film. And in this case the major complication was that Orson remained married to his third wife, Italian actress Paola Mori, with whom he had a teenage daughter named Beatrice. After Orson's death, Kodar has stated that divorce was impossible because Mori was a Catholic who prized being "Mrs. Orson Welles." And while that may be true, Mori was also an intelligent, attractive woman who provided Orson with something his chaotic life greatly needed-stability.

For Kodar the situation was no problem since she didn't feel the need to marry Orson and was content to be his mistress. Welles, on the other hand, found himself maintaining two separate lives over the next twenty years: a bohemian existence with Oja in Los Angeles, Paris, and Spain; and a more formal arrangement with Paola and Beatrice in London and later Sedona, Arizona, and Las Vegas. And because he was accustomed to managing chaos, he supposedly kept Paola from even knowing about his relationship with Oja until a year before his death-though even for Orson that would have seemed to be a nearly impossible trick to pull off, particularly given that their relationship appears to have garnered attention in the Italian press while they visited Milan in February 1970.

Confident, bold, and sexually expressive (something Orson was not), the fiercely protective Kodar was like "a fairy queen who could order this huge man to scurry after things." If you needed Orson to change his mind, you asked Oja.

But the most important component of their relationship may have been the unity it brought to Orson's existence, which was expressed by Christopher Welles, who wrote: "My father's life was his work. And of all the women who attempted to live with him, only Oja was capable of entering fully into his creative life."

After starring in Orson's unfinished film The Deep, Oja allegedly collaborated on the screenplay for The Other Side of the Wind and would play the female lead in Hannaford's film-within-the-film. Thus, during the next several years, while Orson shot the movie in homes where they were also living, that merger between life and art became nearly complete.

"I like this boy," Welles said to Kodar after Graver left, "and we have that story-let's see if we can make it."

When Welles headed for New York, he took the typewriter that had been provided by Columbia but left no script behind, only an unpaid $30,000 bill that was charged to BBS.

* * *

Less famous than Schwab's, the Larry Edmunds Bookshop was pure Hollywood nonetheless. Crammed floor to ceiling with scripts, lobby cards, stills, movie posters, and books about filmmaking, the store on Hollywood Boulevard was frequented by everyone from David Lean and Jean-Paul Belmondo to Carl Reiner and François Truffaut.

On August 21, 1970, twenty-three-year-old film critic Joe McBride came into the store looking for owner Milton Luboviski. A tall, earnest Wisconsin native, McBride was on his first trip to Hollywood and had already interviewed John Ford and Jean Renoir. He was about to meet Orson Welles.

Although McBride had originally intended to become a novelist, his life was forever changed in a darkened University of Wisconsin classroom when he saw Citizen Kane for the first time; from that moment he settled on a new career, in which he'd still be telling stories, but now he'd be telling them on film.

After leaving school, McBride took odd jobs around Madison and wrote for movie magazines. By 1970, a collection of his criticism, Persistence of Vision, had already been published and he was at work on another book, this one about Welles, whom he'd never met. Having read in Variety that critic-turned-director Peter Bogdanovich was also working on a book about Orson, McBride visited Larry Edmunds to ask Luboviski for Bogdanovich's phone number.

Later that day, when he called Bogdanovich, the director immediately said: "Can you hold? I'm on the other line with Orson."69 When Bogdanovich returned to McBride, he gave him a phone number and said to call Welles at five thirty that afternoon, which McBride did from the phone booth outside Schwab's.

After only a few minutes of conversation, Welles invited McBride to lunch the next day at a home he was renting on Lawlen Way near the top of Beverly Hills. He also asked if McBride wanted to be in his new film, which would begin shooting in Tijuana on Sunday, August 23.

"Is this going to be a feature-length movie?" McBride asked, and immediately realized how awkwardly he'd posed his question.

Welles laughed and said, "We certainly hope so!"

* * *

At noon the following day, McBride arrived at a one-story modern home at the end of a half-completed block overlooking what would become Century City. He rang the bell and was greeted by Welles, who said, "Well, I finally meet my favorite critic!"

Stunned, McBride asked, "Why am I your favorite critic?"

"You're the only critic who understands what I try to do," Welles responded.

Soon McBride found himself sitting in the living room, puffing on a massive cigar (at Orson's insistence) and looking up at a copy of Persistence of Vision on the mantel.

During lunch and a long, informal interview that day, Welles seemed intent on explaining that the medium in which he'd worked over the last thirty years wasn't really all that important to him or to society in general.

"I've never been as excited by movies as movies, the way I've been excited by magic or bullfighting or painting," Welles said to McBride. "After all, the world existed for a long time without people going to the movies."

Welles also used the discussion to gently mock modern cinephilia, particularly "the auteur theory," which viewed certain directors as artists who used a camera and film stock to stamp their unique signature on each of their movies. Auteur films were not to be viewed as individual pieces of art. Instead, they could be understood only within the canon of the director's work-as a part of his creative progression.

The "auteurs" included Renoir, Hitchcock, Akira Kurosawa, Ingmar Bergman, and, of course, Welles, who burst into laughter when McBride revealed that he'd seen Citizen Kane more than sixty times.

"You've seen Kane sixty times?!" Welles said, roaring. "How could you see any movie sixty times?!"

Another of Welles's objectives that afternoon was to explain the plot for The Other Side of the Wind and how he'd modeled Hannaford not only on Hemingway, but also on hypermanly filmmakers such as John Ford, Henry Hathaway, Howard Hawks, John Huston, and, most of all, an early studio director named Rex Ingram.

"He made terrible movies. They're awful!" Welles once said in describing Ingram as a Hannaford prototype. "[But] he was a great fascinator like John [Huston] in the high style of the great adventurer. A Super-satanic intelligence and so on. He was a great director as a figure in the way that John is."

Hannaford, Welles said, who was famous for seducing his female lead or the male star's wife or girlfriend on each of his films, would ultimately be revealed as a closeted homosexual.

"Hannaford's underlying interest had always been the leading man himself," McBride wrote. "In the desperation and abandon of his old age, the macho mask slips away and Hannaford becomes openly smitten with his somewhat androgynous-looking hippie leading man."

When the subject turned to modern directors, Welles expressed his admiration for Stanley Kubrick but confessed that he hadn't bothered to see 2001. "I'd rather spend two hours talking to you," he told McBride.

* * *

That night, McBride had dinner at Orson's house with Welles, Kodar, and Bogdanovich, as well as Gary and Connie Graver. The festivities lasted until two or three A.M.

The following morning, Sunday, August 23, Graver woke around nine thirty when his phone rang. It was Orson.

They'd planned to shoot in Tijuana that day with a Super 8 camera and film Graver had just purchased, but Orson explained that legal restrictions prevented them from taking cameras into Mexico.

"Tijuana's out," Welles said, as was the Super 8. The new plan was to film at Orson's house, where Graver was to meet him in forty-five minutes, with an assistant cameraman and a soundman. Then Orson hung up.

As he was trying to figure out how he could make it all happen by ten fifteen, Graver heard the phone ring again. It was Orson, giving him more time. Now he had until eleven.

* * *

The same morning, Bogdanovich called Eric Sherman, a cameraman whose father, Vincent, was a prolific studio director. The former head of Yale's campus film society, Sherman roomed with his soundman, Felipe Herba, in an apartment that doubled as their editing room.

Bogdanovich was calling to find out if Sherman was interested in "working with Orson."

"Orson who?" Sherman asked.

"Welles, of course," Bogdanovich said.

Sherman's reply: "Is Christ Jewish?"

Bringing along Herba and their equipment, Sherman arrived at Welles's house around noon and found out that they'd be doing more than shooting film and recording sound. Orson also wanted them to appear on-screen as documentarians ("the Maysles Brothers," Welles called them), making the film Close-up on Hannaford. The pair would be taking actual documentary footage while they performed and also double as crew members when they weren't being filmed.

"You guys are playing a camera-sound team," Graver told them. "I'm shooting you while you're shooting [Hannaford]. Orson wants to shoot it all at once."

It was all part of Welles's creative conceit: Shoot in as many formats as possible and edit it together as a cinematic collage of moving and static images shot in both color and black-and-white, with 16mm, 35mm, Super 8, handheld, and still cameras.

As part of this, many extras were handed cameras and asked to shoot during party scenes. Welles also imagined that there would be several documentary crews, including one from German television and another from the BBC, thus creating an underlying commentary on the all-consuming modern media who try to devour Hannaford but are actually "feeding off themselves."

Knitted together during editing, that frenzied, frantic, hyper-real party footage would act as a frame, providing context and a narrative structure into which Welles could place Hannaford's beautiful but meaningless 35mm comeback movie.

* * *

A fellow cigar smoker, Sherman presented Welles with a seven-and-three-quarter-inch double corona, the largest you could buy in the United States. After examining the gift thoughtfully, Welles said, "Oh, no, thank you, Eric. I only smoke large cigars," and pulled out a gargantuan Cuban.

"Where on earth did you get that?" Sherman asked.

"They make them for me," Welles said proudly.

Given this and his other larger-than-life qualities, Welles, Sherman assumed, would portray Hannaford. Bogdanovich, however, thought Huston would eventually play the role, and indeed the pair had discussed the part when Welles appeared in Huston's film The Kremlin Letter the prior year. Huston had agreed to play Hannaford, but when he'd heard nothing from Welles afterward, he'd assumed someone else had been given the part.

Leaving the matter unresolved, Welles decided that he'd play Hannaford off-camera whenever he was needed, and they could shoot the lead actor once he'd been cast.

* * *

Work began shortly after noon, when Welles appeared on set wearing a white robe and white pajamas. On his feet were unlaced high-tops. With a $25 cigar eternally burning in his hand and one of the dozen Frescas he drank each day close by, Orson directed sitting atop a large baronial chair, because, he said, "this is an auteur film."

The day before, McBride had seen Welles typing at a card table with a large box of notes on the floor nearby and asked if it was the script. No, Welles said, what he'd written would be ten hours on film. But it also provided a deep understanding of his main character, on whom he told Bogdanovich he had enough material for a "three-volume novel." Orson knew Jake Hannaford and his family's entire story. "I know everything ... everything," he said.

This knowledge of the character and his nuances was so thorough that Orson's feelings about Hannaford were both clear and complicated. "I love this man," he told Bogdanovich. "And I hate him."

Ultimately, the notes would provide a foundation for each character, allowing him to execute the idea he'd expressed in Madrid. What he had would be a springboard that provided the idea and context for each performance. Thus, when they began filming, Welles kept a typewriter nearby where he could create and rework dialogue, often in collaboration with the actor-who was usually playing some version of his or her own persona, like McBride and Bogdanovich, who were both writing books about Welles and were cast as a pair of writers working on books about Hannaford.

McBride's character, Mr. Pister, is a "high priest of cinema" writing a scholarly examination of the director. A heightened parody of his obsessive, film-centric nature and outward midwestern innocence, McBride's character had overanalytical phrases such as "mother fixation" and "Oedipal complex"86 written in pen on his wrists. This quirk was incorporated when Welles found out that McBride had scribbled notes on his arms after running out of paper at a screening.

Bogdanovich's Higgam was a slick, smarmy composite of two film writers: Rex Reed and Charles Higham, the author of a recently published book in which he claimed that Orson suffered from a "fear of completion."

Having studied under Stella Adler, Bogdanovich was intent on questioning Welles about how to portray Higgam, who was ostensibly homosexual like Charles Higham. Should he be effeminate? No, Orson said, he should be a jumpy, high-octane nebbish. A gifted mimic who'd done Cary Grant and other celebrity impersonations since childhood, Bogdanovich jumped into his vivid Jerry Lewis impression, which Welles pulled apart and reconstructed by dialing it down and adding some measure of culture and refinement, before ultimately landing on a strange mix of Lewis and Noël Coward.

Welles had the pair play with the kinds of movie-nerd conversations their characters might have and the annoying questions they'd ask Hannaford. Responding to this, McBride described his view that John Ford's films were "an oblique reflection of the changes in American society."

Orson loved it and knocked the idea around with McBride, shaping the dialogue so that it described Hannaford, then distilling it and punching it out as "The main thrust of my argument, you understand, is that during the thirties Hannaford's predominant motif was the outsider in absurd conflict with society. In the forties he achieved salvation. In the fifties..."

Later, Welles convulsed with laughter when McBride made reference to Dziga Vertov, who directed Russian newsreels in the 1920s. Never having heard of Vertov, Orson stopped laughing long enough to reject the idea, telling McBride, "C'mon now, you're supposed to be a serious character."

* * *

The first scene they shot was a very basic setup: Bogdanovich and McBride on a sofa in front of a bare white living room wall. When he entered, however, Orson saw that Graver had prelit the room in a complicated scheme, which Welles quickly had disassembled. Instead he wanted total simplicity, with the only artificial light coming from behind an open door in the background and casting a delicate pattern on the floor.

That pattern, Welles said, was "the only beautiful thing I want in this shot." Then he turned to Bogdanovich and added, "Von Sternberg," referring to the famous director of The Blue Angel and Crime and Punishment.

Despite the simple set and lighting, the scene required choreography that involved the passing of a whiskey bottle; new dialogue that overlapped with McBride's; Sherman and Herba running around chasing Hannaford; and Orson's houseboy walking into the shot while eating chicken and asking if anyone had seen a person named Andy. And in contrast with the improvisational, spontaneous dialogue, Welles wanted perfect execution.

"I give [actors] a great deal of freedom and at the same time the feeling of precision," Welles told McBride. "Physically and in the way they develop, I demand the precision of ballet. But their way of acting comes as much from their own ideas as from mine. When the camera rolls, I do not improvise visually. In this realm, everything is prepared."

McBride and Bogdanovich, however, were not capable of ballet. There were muffed lines; slow reactions; McBride's inability to seem comfortable while saddled with a tape recorder, whiskey bottle, camera, and coat; and Sherman's and Herba's failure to properly time their entrances and exits.

Despite this, Welles worked with uncommon glee. As he got caught up in the act of creation, a light turned on inside of him that grew larger as the cameras rolled. His direction was often loud, but it was also subtle, and he elicited effective performances from non-actors such as Sherman and Herba, who'd been instructed to run as fast as they could while shooting Hannaford.

"Cut! Cut! Cut!" Welles screamed. "You're not running fast enough."

"We can't run faster," Sherman said. He explained that the equipment and the need to change film slowed them down.

Without speaking, Welles turned to Sherman and conveyed exactly what he wanted.

"He looked at us as if to say, 'Not your bodies moving, you need to move.' We ran, but we were being careful with the equipment," Sherman said. "He wasn't interested in careful. He wanted us to appear frantic."

Then, after shooting for a few hours, Welles felt he had a decent take or two and moved outside to film scenes of Hannaford driving to his birthday party, using himself as a stand-in while McBride and Bogdanovich sat in the backseat, asking questions like "Is the camera a reflection of reality, or is reality a reflection of the camera eye? Or is the camera a phallus?"

* * *

After nine hours, they'd completed nearly thirty shots and everyone was completely spent, except for Welles and Graver, whose energy never seemed to wane.

The next day, McBride returned to Madison and Welles sent Graver to scout locations in Utah. Upon his return, Graver and Welles started shooting again and kept at it for four months.

"We never had a budget," Graver said. "We just started filming. What I didn't fully understand was going to happen was that Orson worked seven days a week, every single day."

* * *

The University of California Press published Charles Higham's The Films of Orson Welles in August 1970, and because it was a semi-scholarly book by a first-time author, published by an academic press, it wasn't expected to receive much attention. It did, however, capture the full attention of its subject.

Claiming he'd only glanced at it in a bookstore, Welles was deeply upset by the final chapter, in which Higham described hunting "a minotaur in his labyrinth to explore the multitude of facts in the hope that they describe the real creature at the center of the maze." The conclusion he reached was that Welles simply hated to finish films.

Higham's strange last chapter included an account of the author's single encounter with his subject (whom he never interviewed) while watching a Welles magic show at a Los Angeles art museum.

He was grotesque ... He was tragic ... He was terrifying in his anger.... A thunderous oppressive force seemed about to break from him and destroy all concerned ... in brief moments of pause I sensed the face of a man at once anguished by all that had been lost and afraid that behind the gargantuan meals and wine-bibbing, the anecdotes and the backslapping, the raucous laughter and the assembly of famous friends, there would be silence and loneliness and invalid rugs: the cold truth of dissolution.

Apparently it was one hell of a magic show.

Odder still, Higham explained that he interviewed only a handful of Welles's friends and collaborators, from whom he "sensed a feeling not directly expressed by the people I spoke to, but nevertheless omnipresent, that Welles hated to see a film finished, that all his blame of others for wrecking his work is an unconscious alibi for his own genuine fear of completion [italics mine]."

Ultimately, Higham concluded not only that Welles feared completion (many would argue he was right, including some Welles defenders), but that it was all related to an obsession with death, as expressed through his approach to filmmaking. "At the moment of encounter, everything is absorbed into a pattern where it becomes part of a dream and that dream is of death," he wrote. "For Welles his own films are dead, which is one reason he can't bear to look at them again."

Welles prevailed upon Bogdanovich to refute Higham's assertions, particularly those revivifying the claim he'd abandoned Ambersons so he could party in Rio while shooting It's All True.

"I don't know of any more fun than making a movie and the most fun of all comes in the cutting room when the shooting is over," Orson wrote Bogdanovich. "How can it be thought that I'd deny myself so much of that joy withAmbersons."

For Orson, this was more than vengeance or simply setting the record straight. It was about demolishing a legend that he considered to be the primary force that had inflicted so much damage and denied him the opportunity to have the kind of Hollywood career he so richly deserved.

"When I'd left [for Rio] the worst that can be said is that I was some kind of artist," Welles wrote to Bogdanovich. "When I came back I was some kind of lunatic.... The friendliest opinion was this: 'sure he's talented, but you can't trust him. He throws money around like a madman; when he gets bored he walks away.... Nobody cared about the facts; the fiction was vastly more amusing."

This grim reality was driven home further one day in 1970 when Orson headed happily to lunch with Joseph Cotten and returned in a dark mood. When Oja asked what happened, Orson said Cotten repeated a "Welles story" that both knew was untrue. But when this was pointed out, Cotten responded, "Come on, Orson, you know it makes a great story."

Now, just when it seemed that such stories might finally expire, they were rising from the ashes because of Higham. For Welles, destroying the myth was a matter of survival.

And despite the fact that he was in preproduction on his first studio film, Bogdanovich made time to research each of Higham's allegations and secured space to refute them in The New York Times.

* * *

Why Peter Bogdanovich took the time to defend Welles when he had his own career resting on the success of The Last Picture Show can be explained by loyalty. It was a loyalty he felt not just to Orson, but to the movies themselves.

To the Manhattan native who'd kept an extensive card file of notes on the more than six thousand films he'd seen between the ages of ten and thirty, movies were everything. They were his joy, salvation, and education. They were how he processed emotions, and sometimes the line between reality and celluloid seemed blurry enough that the world he saw on-screen was the one in which he wanted to live. There was good reason for this.

The product of a tense marriage between a Serbian father and an Austrian Jewish mother, Bogdanovich experienced a childhood shaped by events far beyond his control and comprehension.

Before his family left Europe, Bogdanovich's infant older brother was killed in a tragic household accident for which his father blamed his mother. So deep was the tension that Bogdanovich hadn't even known about his brother's existence until he was in his twenties. But the repercussions in Peter's life were clear, as he was wildly overprotected and didn't spend his days playing stickball with the other boys. Instead, according to his biographer, Andrew Yule, Peter went through his entire childhood without so much as a scratch or a bruise.

Then there was his father, Borislav, a painter unable to earn a living with his art who felt he'd been betrayed by his in-laws when they reneged on their promise of financial security if he got them out of prewar Europe. Proud and talented, Borislav suffered from depression so profound that he was hospitalized for a nervous breakdown before Peter entered his teens.

To cope, Peter became immersed in a world of fiction, imitating movie stars, writing plays, and lying about his age to take classes at the Stella Adler Theatre Studio. It was there that Brando's acting guru herself complimented him on how he'd directed some classmates, gushing, "Brilliant, my boy!"

Without graduating from high school, Bogdanovich took film classes at Columbia University. And although all the classmates fantasized about becoming great movie directors, one of his professors says that only Bogdanovich and Brian De Palma, "seemed to hold on to the dream, while the rest were too easily seduced by reality."

That refusal to succumb was one of Bogdanovich's most remarkable traits, propelling him forward through failure and success, allowing him-at age twenty-to write Clifford Odets, asking for permission to direct and produce one of his plays.

While acting and directing, Bogdanovich became a film critic and championed older directors such as Welles, about whom he wrote an early 1960s monograph for a retrospective of his work at the Museum of Modern Art.

In his early twenties, Bogdanovich married costume designer Polly Platt, who wholeheartedly joined him in his movie obsession. Bright and talented, Platt was a curious mix of someone with brassy confidence and intelligence who also harbored the old-fashioned notion that what mattered most was whether her husband was happy. Because if her spouse were happy, then she would be happy. As a result, Platt helped Peter land a position covering movies for Esquire, where he profiled his heroes: Howard Hawks, Jerry Lewis, Leo McCarey, John Ford, and others.

In 1963, after he'd raised $30,000 to produce a play that closed after one performance, Bogdanovich heeded the advice of director Frank Tashlin, who said that if he wanted to make movies, he should come to Hollywood. The couple packed and drove to Los Angeles, where Peter met Roger Corman at a screening. A week later, Corman called, to ask if Bogdanovich wanted to write movies.

And just like that, Bogdanovich and Platt were working on The Wild Angels, a twenty-two-week shoot where they rewrote the script, managed the production, scouted locations, directed the second unit, and edited the film on a Moviola. It was film school. Suddenly, they knew how to make a movie.

Bogdanovich moved on to direct Voyage to the Planet of Prehistoric Women, after which Corman explained that Boris Karloff owed him two days' work from the contract for another picture. What he wanted was for Peter to make a film for under $100,000 that was built around two days' use of the eighty-year-old horror legend.

In response, Bogdanovich wrote Targets, the story of an aging horror actor whose new film premieres during a clean-cut young man's Charles Whitman-like shooting spree. Made in twenty-three days and released in 1968, the film received mixed reviews. But it put Bogdanovich on the map and helped him get a deal to make The Last Picture Show for BBS and Columbia.

Though set in Texas, the plot of Larry McMurtry's novel was tailor-made for Bogdanovich, as it used the demise of a small-town movie theater to frame a bittersweet look at a dying way of life-similar to the destruction of the Ambersons and their magnificence.

* * *

One day in 1968, Bogdanovich was at home when the phone rang.

"This is Orson Welles," said a familiar voice. "I can't tell you how long I've wanted to meet you."

"Hey, you took my line," Bogdanovich replied. "But why have you wanted to meet me?"

"Because you have written the truest words ever published about me," Welles said, then paused briefly. "In English."

They agreed to meet at three the following afternoon in the Polo Lounge at the Beverly Hills Hotel.

So anxious that he'd driven to their meeting in the wrong gear, Bogdanovich came to the Polo Lounge with a copy of his John Ford book under his arm and gave it to Orson, after which he sat down and joined him at the table. Expecting to be a bundle of nerves, however, Bogdanovich found that the angst had unexpectedly vanished, giving way to a sense of total comfort and familiarity. Suddenly, Bogdanovich felt that he could tell Orson anything.

"There was, in fact, even a strangely conspiratorial quality Orson and I fell into almost at once," Bogdanovich wrote. "As though we'd known and trusted each other for a long time."

Bogdanovich was so at ease that he even told Welles that he loved all his movies, except for The Trial.

"I don't [like it] either!" Welles replied.*

Hours later, as they prepared to part, Welles said he regretted the fact that Bogdanovich couldn't write a book about him that was similar to the one he'd done with John Ford.

"Why can't I?" Bogdanovich said.

Within a year Peter and Orson split a $20,000 advance for a book of interviews that-for a variety of reasons-wouldn't be published until after Orson died.

But two years after that meeting, Bogdanovich had written a piece for the August 30, 1970, issue of The New York Times.

"Is It True What They Say About Orson?" is a ruthlessly efficient, point-by-point annihilation of Higham's book which Bogdanovich demeaned as "well-meaning" despite being filled with "half-truths ... mythical anecdotes, factual lapses and conclusions based on false information that add up to an illustrated textbook on how to criminally impair an artist's career."

It was enough to shame any writer that wasn't named Charles Higham, who responded with unreserved glee, even sending Bogdanovich a telegram thanking him for drawing attention to his book. Higham also wrote a mock interview with himself that ran in the Times on September 13-pointing out, among other things, that Bogdanovich was more than a valiant Welles defender; he was also a competitor writing his own book about Orson. Soon Higham was getting reviews in major papers and magazines and even appeared on the Today show to discuss a book that should have simply disappeared into academia.

At the time, it seemed like a big deal. But a far more important critic would soon become a problem-and a target-for Orson while he made The Other Side of the Wind.

* * *

Bob Random's audition for The Last Picture Show was brief. Looking like Jim Morrison's sensitive brother the handsome young Canadian clearly wasn't right for a 1950s period piece about small-town Texas. But after telling Random that he wasn't getting the part, Bogdanovich mentioned that it had been Welles who'd seen the actor onGunsmoke and recommended that he let him read for the film.

"I remained cool and went, 'Oh, yeah?'" Random recalled.

But, like Graver, Random had always wanted to act for Welles more than he did anyone else. Having already found regular television work, Random said, he began "summoning" Orson into his life after talking to Bogdanovich. "I didn't want to do The Beverly Hillbillies," Random explained. "I just wanted to work for [Welles]."

Three days later, the phone rang at his apartment near the beach in Ocean Park. It was Orson.

"Oh, hi, Orson," Random said in a tone that indicated, I'd hoped it might be you.

Orson told Random he was making a movie and wanted him for one of the male leads. There would be no audition. "You have the part," Orson said.

After accepting in his casual manner, Random went to Lawlen Way the next day with his heart pounding. There he met Welles, who gave him a check for $2,000, the advance on a $10,000 salary. They talked a bit, and at some point before Random left, Welles mentioned that his character would ride a motorcycle, or perhaps a scooter, in the film.

Deciding immediately that he wouldn't appear in a Welles movie on some crappy little bike, Random headed to a Triumph dealership and quickly spent his entire $2,000 on a motorcycle. When he roared up to Lawlen the next day, he told Orson not to worry, he already had his own bike.

* * *

At Universal, Lew Wasserman decided, despite misgivings, that the way to capitalize on the magic of producers such as BBS was to create a low-budget mini-studio focused on young, independent filmmakers.

The Young Directors Program was headed by Ned Tanen, a talented but erratic executive, and Danny Selznick, the son of producer David O. Selznick and grandson of MGM's Louis B. Mayer. Wasserman told the pair to make films for under $1 million, which would simultaneously spread the risk and create more chances for success.

"For $5,000,000 they could have five pictures, five chances at a breakthrough," Selznick told Peter Biskind in Easy Riders, Raging Bulls.

The program would be responsible for Diary of a Mad Housewife, American Graffiti, and the John Cassavetes filmMinnie and Moskowitz. It also, however, funded Dennis Hopper's ill-fated film The Last Movie, the tale of a stuntman who goes native while shooting a western on location in South America.

While filming The Last Movie in Peru, Hopper and crew landed knee-deep in some of the world's finest cocaine and wound up going native themselves. The result was a drug-fueled sojourn that produced forty hours of film that took Hopper a year to edit down to an incomprehensible six-hour mess. Finally cut to a reasonable length, The Last Movie was released in 1971 and disappeared, along with the next decade of Hopper's directorial career.

Though in his mid-fifties, Orson viewed the Young Directors Program as an opportunity to fund his film and decided to see if he could work within the new system.

Raising money, however, had always been something Orson despised. He bemoaned the fact that his post-Kanecareer was 98 percent hustling and only 2 percent filmmaking. Over the years he'd wined, dined, pleaded, seduced, cajoled, and entertained potential investors so he could get the funds to practice his art. But beneath the considerable charm he displayed was a genuine contempt for producers and midlevel executives. And now he was forced to put on a show for Tanen and Selznick, all the more galling as he'd known the latter since he was a child. The last thing he wanted to do was get on his knees for a second generation of Hollywood royalty.

Still, believing the pair had total deal-making authority, Orson considered them a good fit for the combination of funding and independence he required. He was not, however, going to make it easy-beginning with his refusal to meet them at Universal. The clear message was that if they were interested, Tanen and Selznick would have to come see him-which they did that September.

Orson set up for the meeting as if it were a scene from Mr. Arkadin, asking Rift Fournier, a flamboyant, wheelchair-bound commercial director, to sit in with him. Fournier, who favored white suits, lavender shirts, and Peter Max ties, was told only that "guests were coming" and that he should sit in the corner smoking Gauloises, nodding mysteriously when it seemed appropriate.

"I was just an element to head-fuck them," Fournier said.

When Selznick and Tanen arrived, Orson pointedly did not introduce or even acknowledge the mysterious man in the wheelchair, smoking the unfiltered French cigarettes.

The first order of business was to discuss rumors that Orson was shooting an erotic film. This Welles dismissed by explaining that there might be some suggestion of sensuality, but certainly nothing explicit, which would just be dull and tacky.

Satisfied they weren't funding an auteurist porno, Selznick asked if there was a script. Orson replied by pointing to a large stack of paper sitting on the corner of a nearby desk.

"Can we read it?" Selznick asked.

"Yes," Orson said. "But, it's meaningless."

"Okay," Selznick replied. "Then just tell us the story."

Orson went to work, detailing the plot and holding the pair in thrall. He explained Hannaford's tale with conviction and theatricality, stopping for the occasional dramatic pause and looking at Fournier, who'd nod cryptically and light another Gauloises. Finally, at the end of his story, Welles introduced Selznick and Tanen to "one of my colleagues-Mr. Fournier."

Taken with the story and the idea of working with Orson, Selznick asked again if he could read the script. Almost immediately Orson went ice cold.

"The word was that you and Ned could just meet with directors and, if you loved them, approve a project up to a million dollars," he said.

Selznick said that was mostly true, but they'd need a screenplay so they could go through the studio's budgeting process.

When he heard this, Orson walked to the desk and tossed the unbound script in the air, explaining that they were welcome to pick up the papers, put them in order, and read them if they were so inclined.

Mystified by Orson's behavior, Selznick tried to salvage a potential deal by telling Orson that if he could have someone pick up and organize the pages, they'd send an assistant over to get the script and the ball could start rolling at Universal.

Orson, however, was done. "Okay, Danny, that's it," he said. "Good-bye."

Pleading, Selznick said, "Orson, this is a wonderfully dramatic gesture, but I just don't understand-"

"That's it," Orson repeated. "Good-bye."

* * *

From the beginning, Orson's thematic attention was focused primarily on relationships between male characters that often resulted in some form of betrayal. Women played major roles, but their romantic entanglements with men were quite chaste, even by studio standards. Despite a long string of affairs, Welles was puritanical when it came to making films: Discussing sex or putting it on-screen, he explained in a 1970 interview with David Frost, was comparable to the depiction of religious faith.

"There's only one other thing in movies I hate as much as [an actor praying on film] and that's sex," Welles said. "You just can't get in bed or pray to God and convince me on the screen."

Yet despite those words and his assurances to Tanen and Selznick, Welles sat on a chair in an empty lot across the street from the home on Lawlen, drinking a Scotch, smoking a cigar, and preparing to shoot the first graphic sex scenes of his career.

The desire to do this sprang from two sources. The first was Kodar, who'd inspired the erotic elements in the script and came from a culture and a generation that were more open about sexuality.

But while Kodar opened the door, it was the film's structure that freed Orson to journey into sensuality, because he could do it in the guise of Hannaford attempting to make a sexually charged comeback movie for the youth market. He would be filming sex, but not doing it as Orson Welles. Instead, he'd be imitating Hannaford imitating the style of someone such as Michelangelo Antonioni. In directing, Orson could wear a mask over a mask while he filmed Kodar making love to Bob Random in the front seat of a car late that evening in early September.

* * *

Orson preferred not to crap on other directors in public. But with Antonioni he'd made an exception.

Ironically, the two directors had much in common, as both were child prodigies from well-to-do families who'd grown up with a passion for creating their own worlds and carried it into adulthood.

But the world Antonioni created on screen bothered Orson to no end. Because while Welles tangled with love and hate, life and death, and the unknowability of man, Antonioni's films were about existential ennui with characters who lived empty lives covered by another layer of ennui. It defined all that Welles despised about the auteur theory.

"According to a young American critic, one of the great discoveries of our age is the value of boredom as an artistic subject," Welles told Playboy in 1967. "If that is so, Antonioni deserves to be counted as a pioneer and founding father."

With a visual style featuring long, lingering shots of inactivity (for example, a woman staring at an electrical post), Antonioni's work galled Welles.

"One of the reasons I'm so bored with Antonioni [is] the belief that because a shot is good, it's going to get better if you keep looking at it. He gives you a full shot of somebody walking down a road and you think, 'Well, he's not going to carry that woman all the way up that road.' But he does. And then she leaves and you go on looking at the road after she's gone."

It was empty art, Orson felt, consisting of beautiful images that created no value or meaning. Antonioni was "an architect of empty boxes" whose plots had no beginning, end, or context. It gave real art a bad name and made people mistake nonsense for complexity.

Worse yet, Antonioni, actually three years older than Orson, had thrived during the 1960s and had a three-picture deal with producer-director Carlo Ponti and MGM that included substantial artistic control over his films.

Blowup, the first of those films, was a success partially because of its use of boundary-pushing sexuality circa 1966. The second film, however, was Zabriskie Point, a 1970 commercial and critical disaster exploring the emptiness of consumer culture.

And it was that film that would be Orson's inspiration for Hannaford's attempt at a youth movie.

Welles would not only mock Antonioni, but also outdo him at his own game, capturing stunning shot after stunning shot in vivid 35mm and doing it so well that one crew member marveled at an astonishing image and said, "Antonioni never got a shot like that!"

"You bet your sweet ass he hasn't!" Orson yelled back.

In this manner, the man who only wanted to make "Orson Welles films" was working on a major artistic statement that contrasted Hannaford's flawless Antonioni knock-off with the jumpy, raw, documentary footage of the party. Welles was making a film in two distinct styles-neither of which was his own.

* * *

After midnight on September 6, Orson, wearing pajamas and an overcoat, directed a small crew as they prepared for the first night shoot of the sex scene on the empty lot across Lawlen.

The crew included Graver and his wife, Fournier, Sherman, Herba, television producer Ed Sherrick, and Curtis Harrington, who went on to direct the Shelley Winters horror films Whoever Slew Auntie Roo? and What's the Matter with Helen? Tipped off that Orson was shooting that night, Harrington was caught watching from a nearby hill, after which Orson asked him to help on lights.

There were also two other crew members who'd remain with Orson for years: Michael Stringer and Glenn Jacobson. Both were friends of Graver's, Stringer from the B-movie world and Jacobson from their childhood in Portland. Over the years, Stringer worked for Orson as a grip, camera operator, or anything else he needed to be. Jacobson had an open-top Willys Jeepster, so he frequently drove Welles around and did whatever he asked both on and off set.

That night, there would be three performers working in the front seat of Graver's 1967 Mustang. Robert Aiken would play the driver, with Oja, naked except for a raincoat and beads, sitting next to him-and Random, in jeans and an open shirt, on the other side.

As the crew prepped, Orson had Oja open her raincoat so the camera captured more of her body as she seduced Random, who was to sit in stunned obedience as Kodar undressed him and sat writhing in his lap.

Welles explained to Aiken that he should be driving fast through a rainstorm, trying to pretend that there wasn't a couple having sex right next to him. Then, toward the end of the seven-minute scene, Aiken would explode in aggravation and toss Oja out the passenger door into the rain.

Because Orson didn't have the resources to close streets, the action was filmed using the "poor man's process," in which the car never actually moves, but the illusion of motion is created around it with sun guns and handheld lights that simulate passing cars and traffic lights via the use of colored filters. Meanwhile, several crew members would rock the car gently back and forth. Jacobson's job was to create the storm by spraying the window with a garden hose that hooked up to Orson's house across the street.

With Graver contorted in the backseat to shoot from one of Orson's low angles, Welles screamed, "Rain!" One hundred and fifty feet away, someone turned on the hose and Jacobson began nervously hitting the windshield and hood with water while Fournier, Connie Graver, and Stringer moved around the car with sun guns. Meanwhile, inside, Oja mounted Random and began grinding up and down.

Sitting in back, as his naked girlfriend straddled a handsome young actor, Orson helped rock the car by shifting his weight, screaming directions to the lighting crew.

Knowing he wanted to create a quick cut blur of images and lights that would flash as beads flapped against Oja's chest, Welles orchestrated a scene of intense rhythm with footage that is as disorienting as it is erotic. Take after take and angle after angle, Welles was in total command and enjoying every minute of creation.

"He just loved the filmmaking process more than anyone I've ever met," Stringer said of Welles. "His vision was what everyone else was focusing on-and that's an intoxicating process."

* * *

Orson sent everyone home before sunrise and said to come back for an early call the next day. Drained from an eighteen- to twenty-hour workday, the crew left and did their best to get a nap and a shower before returning. But Welles, a hopeless insomniac, remained energized, and it wasn't uncommon for cast and crew to leave him at the end of the night sitting in his pajamas pounding out revisions and then find him in the same position-still typing-when they returned in the morning.

Although a number of people came and went over the years, Graver, Stringer, and Jacobson began forming a group that was there for the long haul. Several years later, line producer Frank Marshall would coin the termVISTOW, but this was the beginning. They were "volunteers in service to Orson Welles."

VISTOW membership required several personal and professional qualities but first and foremost you had to come in with the right intentions. You had to be there because you loved film and wanted to make a great movie. If you came simply to meet the great Orson Welles, you were doomed. Welles would eat you alive.

"[Orson] simply wouldn't suffer a fool," Stringer said. "And we had our share of fools show up."

Stringer learned this on day one. Never having met a movie legend, Stringer sat down at lunch and said, "I can't believe I'm eating fried chicken with Orson Welles."

For the next week Orson ignored Stringer, unless it was to be verbally abusive. Not understanding the situation, Stringer approached Graver, who said, "You can't treat him like he's your pal. You need to show professionalism and respect."

Putting his head down, Stringer did his work and was repaid when Orson gave him the ultimate recognition: assigning him a specific task and referring to him by name. "Mike Stringer would be good at that," Welles would say. "Have him do it."

Others, who didn't pick up signals or lacked a thick skin, disappeared quickly, while anyone who resisted or fought back against Orson vanished as well. During the first months of work, this meant that 50 percent of the crew turned over on a daily basis.

Some couldn't deal with the hours. Work began around six A.M. and ran until early the next morning. There was, however, a long, two-hour lunch break each day, at which cast and crew devoured buckets of chili brought in by Chasen's or a spread laid out by the Beverly Hills Hotel.

The conditions were probably illegal and sometimes dangerous, but those who loved Welles never thought about it. Instead, they were driven by the simple belief that The Other Side of the Wind was important. Thus they would submit to the biggest demand of all-remaining on their game at all times and giving themselves almost completely to Orson.

This meant holding the same awkward camera position for ten minutes, without moving. It meant ignoring the bombast and doing precisely as they were told. But most of all, it meant accepting that they were there to make Orson's vision a reality. No matter how impossible the request, they never thought, "That won't work." Instead, it was, "How do I make that happen exactly as he wants?"

Graver was the ultimate example of this.

"Orson would demand a shot that was beyond human ability, and I never heard Gary say, 'C'mon, Orson,'" Sherman said. "[Gary's] duty was to deliver Orson whatever he wanted."

Those such as Graver also accepted the surreal aspects of the job and the sometimes surreal and childish needs of their boss.

Among those who couldn't hack it were a still photographer who likened Welles to "a mean Santa Claus" and one man who was overwhelmed by the weirdness of spending more than an hour trying to lower Orson's gigantic body into the trunk of a Lincoln Continental so he could direct a scene through a hole in the backseat. With a look that said, Am I seriously lifting the great genius of American cinema into the trunk of a car? he finished the job and never came back.

But then there were those such as Jacobson, who once received an early Sunday morning call from a moaning Welles, who sounded as if he might be near death because he'd run out of some important medication that needed to be filled immediately. Driving across Los Angeles intent on saving Orson's life, Jacobson arrived to find a seemingly healthy Orson who handed him a slip of paper that was not a prescription. Instead, it was a list of pastries he wanted Jacobson to pick up at the bakery.

* * *

Their payoff didn't come in money. Orson paid the going non-union rate, though he grumbled mightily every time it went up. Nor did it come in appreciation, since having Orson call you by name was often as good as it got.

What you did receive was the opportunity to be in the presence of genius; to witness that genius; to help that genius; and to work in the glow of that genius. Because working with Welles was like performing behind Thelonious Monk or Charlie Parker, artists who so totally took over what they were doing that it was rehabilitating to be part of their creation. Or perhaps it was like being a spot-up shooter next to Michael Jordan, who is present to complement his brilliance and, in doing so, finds his game raised to its highest level.

During his few weeks on the film, Sherman said, he did the best camera work of his life simply by following Orson's directions and witnessing his process. Welles would stalk around the set, look through a circle he made with his fingers, and explain precisely which lens and focal length were required. Without looking through the camera, he always knew exactly what image would be captured if its operator followed his instructions. While such precise instruction from a director might feel constrictive in the abstract, it had the opposite effect on Sherman and others-who found that Orson's intense control of the process relieved pressure and doubt. It required enormous work, but the outcome was artistically fulfilling and of colossal depth.

Then there was his conceptual ability, as he seemed to be creating each frame as if it were its own work of art and then-in his head-weaving them together into a creative whole that exceeded the sum of its parts.

"Each shot had something to do with the larger creation, but the shot itself would be stunning and staggering in its magnitude," Sherman said. "The concepts Orson had for shots were utterly astounding and his ability to conceptualize them was total."

But there were still moments when the execution of a shot was so difficult that it seemed as if he needed another medium, beyond film, with which to communicate. And although he pulled it off more often than not, there were rare instances when he tried over and over to get a shot, killing himself, Graver, and everyone else in the process. On one such occasion, when Graver provided a stewing Welles with a solution, Orson waved him off.

"No, Gary," he said. "God doesn't want me to make this shot."

* * *

Though seemingly in control of his art, Welles clearly lacked discipline concerning his health. When he was between cigars, Orson smoked cigarettes. And though he suffered from gout, he would seem to go long periods of not eating at all punctuated by gigantic binges in which he ate huge amounts of food (allegedly including an entire turkey) in one sitting. That food was chased by gallons of coffee and a dozen daily Frescas, not to mention gulps of cough medicine and painkillers. Yet despite trouble with his knees and weight-related problems, he appeared to be unbreakable and chugged along like a tank, seemingly unaffected by what he was putting in his body.

Though he drank early in the shoot, Orson's alcohol consumption went down dramatically after he excitedly stopped work early on September 17 so everyone could watch him appear with Joey Bishop and Petula Clark on Dean Martin's variety show.

But when Orson saw himself on-screen, the joy turned to self-recrimination.

"God, I'm fat," he said.

Graver claimed that Welles immediately cut back on his wine consumption and quit hard liquor entirely, though he continued doing ads for Jim Beam and Japanese whiskey. Clearly self-conscious about his weight, he spent most of the next fifteen years on diets that either didn't work or to which he couldn't stick-including one that consisted of stewed tomatoes and another in which he was allowed to eat only shrimp.

* * *

Three days later, Christopher Welles was remarried, and-again-her father didn't attend. In fact, he hadn't even responded to the invitation.

From early on, Christopher had been warned not to expect Orson to act like a normal dad. Welles proved this to be true, popping in and out of her life for thirty-two years, with dramatic, exciting visits during which he filled his daughter with the sense that he loved her very much. Then he would disappear once more.

"Orson may not be the father you've always been looking for," Skipper Hill told Christopher. "But, in his own way he cares about you. As much as he can, that is."

Some of this wasn't Orson's fault, as his first wife (Virginia Nicholson) conspired with her second husband and her mother to estrange him from Christopher. It wasn't until adulthood that Christopher began to accept what Skipper told her. But accepting that didn't make it easier when he missed her first wedding trying to save Touch of Evil and didn't even acknowledge that she was marrying again, this time to a man named Irwin Feder.

Then, six weeks later, acknowledgment, of a sort, arrived in a letter postmarked Beverly Hills.

Darling Girl,

Very nearly my first frustration upon landing on these shores was to find that the Feders had moved. I should have remembered that New Yorkers always do that, but what good has it done me? The migration of birds can be charted New Yorkers are something else again. Forgot the name of your place of business-if indeed I ever knew it-so what to do?

Over several pages, Orson implored Christopher to write a Christmas card to her half-sister Beatrice and mentioned a Jim Beam print ad he'd done with his other daughter Rebecca. The letter included no mention of her wedding or Irwin Feder, whom Orson didn't meet for another decade.

Though he loved his daughters, it had always been difficult for Orson to fully engage with them; as he told Bogdanovich, he "never knew what to do with girls." Which was possibly the reason Welles enmeshed himself in father-son relationships with men such as Bogdanovich and Graver.

With Gary, it was simple. There was a deep bond born of many things, including the fact that both lost their fathers at a young age. Orson loved Gary like a son, spending more time with him than almost anyone during the last fifteen years of his life. Essential, however, was Gary's subordinate position, in which he served Orson even to his own detriment. Making ends meet shooting low-budget films and directing borderline pornography such asSandra: The Making of a Woman and Erika's Hot Summer, Graver occasionally received money from Orson as payment for his services, or Welles gave him work if he was filming a commercial. But while he was making The Other Side of the Wind, his marriage to Connie disintegrated and he remarried a woman named April, with whom he had a son. That marriage also ended in divorce before principal photography on the film was completed.

Still, Graver was loyal to Orson and knew what an opportunity he would have to be launched into a much more lucrative and higher class of film work once they finished The Other Side of the Wind.

With Bogdanovich, the bond was far more complicated and would evolve (over the next decade) into an increasingly difficult, sometimes torturous, relationship that bordered on Shakespearean. But in 1970, the roles remained clear. Bogdanovich was a young director in the thrall of a charming, brilliant Hollywood immortal whom he both admired and emulated.

Thus, as he began to work on his first major studio film, The Last Picture Show, Bogdanovich bounced his creative challenges off Welles. Most notably, they discussed how he could shoot a 1950s period film that captured a bittersweet nostalgic beauty against the grim, desolate backdrop of his location in Archer City, Texas-which had been selected because it emitted a visceral sense of loss and desperation.

The answer was to attain the depth of field in which Welles had filmed Kane and Ambersons. The problem was how to achieve it, something they discussed at length before Orson finally said the only way to make it work was to shoot in black-and-white.

"You'll never get it in color," Welles explained.

When Bogdanovich said he didn't think BBS and Columbia would let him make a black-and-white picture, Orson recommended that he at least ask. This turned out to be good advice, because after discussions with Schneider and Columbia (which polled their theater owners on the subject), it was decided that the film didn't need to be in color after all. And in the end, the black-and-white cinematography would be one of the most stunning and important creative elements of The Last Picture Show.

In addition to offering counsel, Welles wanted to be cast as Sam the Lion, a venerable Texas-style father figure who owns the local pool hall and movie theater. Though he'd been offended by the screenplay's sexual content, Welles told Bogdanovich that whoever played Sam would win an Oscar. Wanting a movie without any stars, however, Bogdanovich stuck to his guns and cast Ben Johnson, an Oklahoma-born rodeo champion who played grizzled cowboys in John Ford movies. And just as Orson predicted, Johnson won the Oscar for Best Supporting Actor in 1971.

* * *

With Bogdanovich heading off to make The Last Picture Show, Orson continued working in Los Angeles, now shooting scenes at Century City, which had once been a 20th Century-Fox back lot that covered nearly two hundred acres before the studio capped off a run of early 1960s box office disasters with Taylor and Burton'sCleopatra and decided to sell the land. The developers who bought that land envisioned turning it into a city-within-a-city, consisting of skyscrapers and modern architecture that would stand in contrast with the sprawling hodgepodge of styles that made up Los Angeles.

In 1970, the development was still in its infancy and Century City was little more than a few mirrored buildings and lots of construction dirt, which Welles decided to transform into a neo-futuristic landscape he could use as a backdrop for scenes from Hannaford's film-within-the-film. He literally achieved this effect with mirrors, as he'd done in The Lady from Shanghai, having his crew put large, smoked and clear glass mirrors on rolling platforms that he positioned at different angles so they'd capture reflections off the existing buildings and create the image of a strange, seemingly uninhabited city that didn't exist anywhere but in his mind and on the camera.

Because it was large and nearly empty in the fall and winter of 1970, Century City also offered Welles the chance to shoot without interference from others and on the cheap. Welles had Gary secure permits for Gary Graver Productions and skirted additional fees by having him erase dates and enter new ones each time they expired. This was done so frequently that by the time they finished shooting, the permits had holes where the dates were supposed to go.

Though intricately composed and set up, the Century City scenes were shot without sound and under highly improvised circumstances. Having conceived an idea for a great visual, Welles ran with it and directed on the fly. Random described the shoot as "like a silent movie, except that you never knew what you were going to do.... [Orson would say,] 'Now you see the girl, she's over there, you're interested, so your eyes are following her....'"

But somehow every direction made sense, as Random chased Kodar across the barren wasteland.

Another day, it was almost too windy to shoot, but when they viewed Graver's footage, it was so dynamic that Welles decided to start creating wind on his own. "Anything that made the shot more interesting stimulated Orson," Stringer said. "He then took that stimulation and magnified it."

To make the wind, the crew mounted an airplane propeller on a giant motor. Orson fell in love with the device, having it dragged to dusty areas under unfinished overpasses and near big portable tunnels, where he had Random drive the motorcycle into a blistering dust storm. On another occasion, he shot Random riding up Bunker Hill into the wind, and later, at MGM, Random spent half a day walking toward the fan with a jacket pulled over his head while crew members tossed garbage into the fan, which shot it back in the actor's face.

Though seemingly arbitrary, the fan was in keeping with Welles's theory that directors "preside over accidents." The wind was an accident whose limits he was now exploring with by playing god and creating gales of his own.

For the crew, what sometimes came off as madness was tempered by the knowledge that Welles was carrying the entire film in his head. "He knew exactly what he needed and wanted," said cameraman Leslie Otis. "He could accommodate bad luck, timing, and circumstances and come away with something better. We didn't know how, or how it would turn out, but we had complete trust in his ability to turn it into a magnificent film."

* * *

Welles also shot scenes from Hannaford's movie on MGM's back lot, which he was able to rent at a rate of $200 a day, as long as Graver and the crew pretended to be UCLA film students-meaning Orson had to duck every time they passed a security gate.

Once its own little city and Hollywood's most glamorous movie factory (boasting "More Stars Than There Are in the Heavens"), MGM sat on 185 acres that housed offices, soundstages, film labs, and massive departments for makeup, lighting, costumes, and publicity. It also had its own one-hundred-officer police force, a florist, a zoo, its own railroad, and a sixty-three-million-gallon lake.

Although in disrepair and being sold off to developers, MGM maintained a number of crumbling western sets that were also among the divine accidents over which Welles chose to preside. Reduced nearly to rubble, with tumbleweeds blowing across the streets, the sets offered some old catwalks, rafters, a few façades, and half-demolished structures with staircases to nowhere that were crisscrossed by beams.

This provided more fuel for Orson's imagination, and he began to think about how to use the old lot as part of Hannaford's surrealist world. Letting the set dictate what would work, rather than forcing his own preconception onto it, Welles would see beams or staircases and say, "That's what's important here," after which the crew worked the shadows Welles found most interesting.

Much time at MGM, however, was consumed by Orson searching for inspiration and without a clear vision of how he wanted things to appear on-screen. Many scenes were rehearsed and filmed numerous times, after which Orson would change things around and do it again, and again, until the right image or interpretation emerged. Then he'd move the camera again and reenvision the action from a different perspective.

On another film, the producer might have pushed Orson to be more efficient. But since it was his own money and he had an accommodating crew, Welles had total control over the set, how long they worked, and what they shot. As a result, when the lot was available for only one final weekend, Welles had the crew work seventy-two hours straight until they got all the footage they needed.

Because of the free-form nature of the MGM shoot, Welles often became exasperated over technical glitches or shots taken from the wrong angle. Many times he would lament that they were "losing the light" and explode in a way that terrified some but was part of the job to most.

One outburst took place when Welles sent someone out for dinner during the late afternoon. Upon his return, the crew member handed out wrapped plates of food and plastic silverware. Orson went ballistic, launching into a twenty-minute tantrum about how they'd lost the light.

"I wanted sandwiches!" he screamed as the precious light dissipated behind him. "So that they could eat with one hand!"

Everyone, including those stifling laughter, put on an appropriate face out of respect for Orson and to avoid the line of fire.

Random recalled that Welles blew up on another occasion and told everyone to get off the set and never return. Knowing it was just another explosion, they left and then came back as if nothing had happened when Graver called later that week.

"Everybody excused him for everything and we didn't care why he was having a tantrum or what was wrong. We just did whatever he said. 'Get out,' we got out. 'Come back,' we came back," Random said. "He just made things up. I knew about his madness. I liked it."

* * *

"Where's the lighting?" Dennis Hopper asked when he arrived at Orson's house one evening to find that they were filming in the backyard with kerosene lamps as the only illumination.

"This is it," Orson replied. "These kerosene lamps."

"That's cool, man," Hopper said.

Hopper was there for a portion of Hannaford's party during which the power goes out and the documentary crews conduct interviews with young filmmakers. Hopper played a director named Lucas Renard, clearly based on himself, the idea being to film Hopper discussing movies in general and Hannaford in particular.

With a big untrimmed beard, long hair, and a black cowboy hat, a clearly stoned Hopper appears on camera sitting by a fire, rambling about how he'd like to get John Wayne's audience to watch his films and mumbling about the FBI visiting his house.

Probably still editing The Last Movie when he shot his scenes in November 1970, the disoriented Hopper is strangely compelling and captures the essence of all that he embodied, talking about how the idea of "a god-director" (later he says, "I'm still confused about the area of the magician as director") is "a very dangerous area"; then he unknowingly points to a theme at the heart of The Other Side of the Wind when he says, "The whole thing becomes a movie in front of that camera."

* * *

Hopper's Easy Rider producer Bert Schneider called Paul Mazursky at his office and said, "Orson Welles wants you to be in his new movie."

The first-time director of the 1969 blockbuster Bob & Carol & Ted & Alice, Mazursky was in postproduction on Alex in Wonderland, a semiautobiographical film about a director with one hit, trying to figure out his second movie.

Having never met Welles, Mazursky was suspicious, as he'd been in a legal battle with Schneider a few years before. And though they'd patched things up since then, the pair weren't friends. Mazursky assumed it was a prank.

"Why would Orson Welles want me?" Mazursky asked.

"I don't know why, he just asked for you," Schneider said. "He's doing a picture called The Other Side of the Windand wants Paul Mazursky for a party scene."

Mazursky said he was insanely busy but asked when Welles wanted him. Schneider gave him Orson's address and said to be there at eight that evening.

Arriving around seven forty-five, Mazursky circled the neighborhood a few times. Either he was the butt of someone's joke or he was about to meet one of his heroes.

Finally he parked, went to the door, rang the bell, and was greeted by a very heavy Orson Welles, dressed in a black smock and laughing.

"Ho, ho, ho, Paul Mazursky!" Welles said. "Come in! Bob and Carol and Ted and Alice-wonderful! Wonderful! I can't tell you how happy I am that you came to my party."

Together they walked through the dark house to a room where Mazursky saw Henry Jaglom sitting at a table near two 16mm cameras. Now Mazursky had some idea why he was there.

* * *

A fiercely independent writer, actor, and director, who seemed to need friction in order to do his best work, Jaglom had met Welles in the late 1960s and settled into a less complicated mentor-student relationship than the one Orson had with Bogdanovich.

Smart and handsome in the scruffy, offbeat style of the era, Jaglom had come from New York to be a contract player at Columbia, appearing on Gidget and The Flying Nun. He was waiting for his big break when he auditioned for the lead in Alex in Wonderland, where he'd have portrayed a fictionalized Mazursky.

According to Mazursky, Jaglom was never promised the part but was in the running before it went to Donald Sutherland. Jaglom, however, said that he'd been cast and claimed to have spent months fielding late night phone calls from an anxious Mazursky, who sought his total commitment to the project.

"He needed to know it was the most important thing in my life," Jaglom said. "He wanted me to be as enthusiastic and overwhelmed as him."

Months later, however, after turning down roles in films by his friends Jack Nicholson and Dennis Hopper, Jaglom said he received a call from Mazursky, who told him he knew Jaglom was working on A Safe Place and feared that his attention would be divided, so Sutherland would get the part.

Knowing they hadn't spoken since, Orson hoped putting Jaglom and Mazursky together would give him real tension he could use as the catalyst for an improvised debate about the merits and philosophical underpinnings of Hannaford's films.

As Mazursky greeted Jaglom, the strain between the pair was everything Orson wished for.

"Hello, Henry," Mazursky said.

"Hello, Paul," Jaglom responded.

"Paul, I want you to sit here, right across from Henry. You know each other, but you have opposite opinions of Jake Hannaford," Welles said, laughing again. "Johnny Huston is going to play Jake Hannaford, but since John isn't available tonight, I'll be off camera so you can have someone to refer to."

After pouring Mazursky the first of several huge glasses of brandy, Welles handed him a Churchill cigar and the conversation began.

"What sort of man are you, Mr. Welles?" Mazursky asked. "I mean, Jake Hannaford."

"Hannaford has been living in Europe for some time. A director, filmmaker, someone who's been blackballed by Hollywood," Welles said, and emitted a thunderous, earthshaking laugh. "A great man!!"

* * *

When Welles decided to cast Mazursky, he told Jaglom: "I'm going to bring him to my house. He won't know why. Go at him. Tell him that he's a lousy filmmaker. Berate his films. Take my character and beat the shit out of him. Mazursky will defend the character because he thinks it's me. I want you to question my masculinity."

Filled with indignation, Jaglom did just that, railing at the forty-old Mazursky, whose owl-like face and cigar are visible against a backdrop of almost complete darkness.

Jaglom infers that Bob & Carol was a sellout. Exasperated, Mazursky calls Jaglom a spoiled rich kid and refuses to apologize for making a successful movie.

"But what about people who can't first make a movie that makes money?" Jaglom asks, cutting off Mazursky's response. "Maybe they're not interested in making pictures that make money. That's my point."

With Welles refilling their brandy glasses and someone passing a joint, the pair went on like this for a long time until they began screaming at each other like a pair of stoned philosophy majors having a three A.M. argument.

Jaglom: "Don't condescend to me! Don't patronize me!"

Mazursky: "Let me finish-"

Jaglom: "Don't patronize me!"

Mazursky: "Let me finish now-"

Monstrously frustrated, Mazursky even throws up his hand at one point and says, "Let's not talk about pictures, then."

Seeing that they were sufficiently whipped up, Welles approached.

"Cut!" he said. "Don't say a word. It's brilliant!"

Now it was time to start talking about Hannaford.

When the cameras roll again, Mazursky defends Hannaford and explains how the director's work is thrilling. He invents names for various Hannaford movies on the spot and praises them. In response, Jaglom calls Hannaford a fascist and says he helped put Franco in power. When Orson interjects, as Hannaford, Jaglom confronts him about the role of women in Hannaford's films, asking why he always turns men into stars, then has a falling-out with them. Why hasn't he ever launched or shaped the career of an actress? Why, he asks pointedly, is it always men?

"Are you asking him if he's a homosexual!" Mazursky yells. "What are you asking him?! What is it that you're asking him?!"

"We did this for two or three hours and I was getting drunker and drunker," Mazursky said. "I had no idea what was going on, except that I was having fun."

* * *

With no clue how he'd gotten home, Mazursky was at the office the next morning when Welles called.

"Now I have a film," Welles said. "You're the greatest improviser I've ever seen. Unlike Dennis Hopper. He can't improvise."

Flattered, Mazursky said, "Mr. Welles, it was such a thrill and an honor. I hope we can get together sometime."

Welles said that sounded great, but not to call him. Instead, he would get in touch once The Other Side of the Wind was completed.

* * *

Taking a break in December, Welles told Bob Random to go to Hawaii and lie in the sun for a while. When he returned, Orson said, they'd finish the film.

After getting back, Random waited a few weeks but didn't hear anything, so he waited a few more weeks and then called Orson.

The phone was disconnected.

Random phoned Gary, who said Welles was in Europe and would be in touch when he returned to Los Angeles.

Not satisfied, Random began searching for Welles's number in Europe. He asked everyone and tried everything, until finally, through a backdoor channel, he was given a number in France. He dialed and was soon on the phone with one of Orson's secretaries. After explaining that he was looking for Orson, he heard her tell Welles that there was a call.

When Welles grumbled loudly in the background, the secretary asked who was on the line. Random just told her it was important and that Orson was needed on the phone.

The director's voice grew louder and louder as he approached the receiver. "Hello?!" he barked.

"Hi, Orson," Random said. "This is Bob."

"Oh," Welles said. "Good to hear from you. Busy, Bob." The line went dead.

Random would neither see nor hear from Welles again until 1975.

1971

Orson has no friends, only stooges.

-SCREENWRITER BEN HECHT

Carefree, Arizona, wasn't easy to reach in 1971. More than thirty miles from Phoenix, it required driving through raw desert on roads that went up and down like a washboard and flooded quickly, leaving drivers stranded after any decent rain.

Populated by aging cowboys and wealthy folks so conservative that Orson said they thought Reagan was a Communist, Carefree seemed an unlikely place to shoot a movie about Hollywood. But early in the year, Welles had a crew member rent a home there on the premise that Orson would use it to sit quietly by the pool and write his memoirs.

Like Orson, the home was dramatic. Owned by a New Jersey family named Slingman, the rental was a recently completed, architecturally significant structure designed to blend with the desert landscape. It had been built into the side of Black Mountain, with only one boulder moved to make way for a home that looked as though it had been lifted up and placed there by a giant.

Constructed from native, desert-toned red granite, the home featured huge picture windows, and each room opened to a patio or balcony from which there was a remarkable view. The pool, meanwhile, was nine and a half feet deep, with no shallow end or diving board, since the Slingman kids just dived off surrounding rocks.

The house was perfect for Orson, with the right look and feel to double as Hannaford's ranch, a desert backdrop they could use in Hannaford's film, and the irony of being located down the road from the home Antonioni blew up (on-screen) at the end of Zabriskie Point.

Finally, Carefree was so remote that Orson could shoot in private, without journalists or Hollywood folks poking around asking about his film.

Meanwhile, the Slingmans were back home in New Jersey, probably thrilled that they were renting their vacation home to a highly cultured living legend, while that very same legend was turning it into a movie set.

* * *

In Arizona, it became clear that Gary needed more help. Up to this point, he'd been much more than a cinematographer: He hired, fired, and managed the crew; procured meals; purchased and altered work permits; located props; and made sure Orson had everything he needed. But even Welles could see it was too much and decided they needed to hire a production manager and beef up the staff.

Among those Welles contacted was Polly Platt, who was back in Hollywood with her two children, living in the home she shared with Bogdanovich on Outpost Drive. Bogdanovich, however, wasn't there, as events that took place during the making of The Last Picture Show had dramatically altered not only his career, but also his personal life.

The Archer City, Texas, set of The Last Picture Show had been a mix of creative brilliance and virtuouso filmmaking, enhanced greatly by the creative rapport between Bogdanovich and Platt, the former bringing his innate sense of story composition and the latter her impeccable visual instincts. It was a partnership that remained intact even while their marriage crumbled because of Peter's affair with Cybill Shepherd, the twenty-year-old model he'd cast as the spoiled, small-town ice queen Jacy Farrow.

A tomboy turned Memphis beauty queen, Shepherd was discovered by Bogdanovich and Platt while they waited in a checkout line at Ralph's Supermarket in the summer of 1970 and saw her picture on the cover of Glamour.

"Doesn't that look like Jacy?" Platt said of Shepherd's mixture of all-American blonde and cool, seductive carnality that jumped off the magazine cover.

After his casting director tracked her down, Bogdanovich went to New York so he could interview Shepherd for the part. What he found was more than a typical model or southern belle. Cybill was smart, tough, funny, and rebellious-not to mention so unimpressed with movie people that she showed up to meet Bogdanovich in his room at the Essex House hotel wearing jeans, sandals, and no makeup.

Accustomed to stopping men dead in their tracks, Shepherd ironically found herself on the other end of the equation when Bogdanovich opened the door and she felt an intense and immediate attraction and spent the interview sitting nervously on the floor and casually pulling petals off the flower from a room service tray while she answered questions.

For Bogdanovich, what Shepherd said wound up being much less important than what she was doing with the flower.

"I thought, 'That's kind of the way [Jacy] plays with guys. Just kind of offhandedly,'" Bogdanovich said. "And that little gesture made me feel that she could do this part."

In Archer City, however, the sexual tension between the pair was clear to everyone on the set, including Platt, who-for the most part-sat by as her husband fell in love with his lead actress. In fact, Platt later said that she even mildly encouraged it on some level, making Cybill up each day to embody Peter's Hollywood-based fantasy girl. Although she believed that Bogdanovich almost had to fall in love with his lead actress for the good of the film, Platt figured that any relationship wouldn't last after they wrapped. Ultimately, she even understood why Peter couldn't avoid the inevitable.

"Cybill was irresistible," Platt said. "If I was a man and a beautiful girl like that made a pass at me, I don't know what I would do. I could see why Peter was head over heels in love with her."

In November, after nearly two months on set, a flirtatious conversation between Bogdanovich and Shepherd crossed the blurry line between film and reality when Peter said, "I can't decide who I'd rather sleep with. You or Jacy." Ultimately, however, the answer to that question didn't matter, as Peter wound up in bed with his lead actress.

Upon returning to his hotel room later, Bogdanovich had a huge fight with Platt, who kicked him out. From that day forward, they could barely speak to each other as husband and wife. But the movie came first, and the pair drove to work together each day and talked through setups, then sat side by side on set, working through each shot.

No matter how well they worked together, the tension between Platt and Bogdanovich bled onto the set, where the crew was already bristling at Peter's perfectionist ways and tendency to make them take shots over and over until they were just as he wanted. Equally annoying was his determination to maintain control over the set, which included a rule that cast and crew couldn't eat together. And along with all this, there was the perception (among those who didn't care for him) that Peter was arrogant. It was a feeling that only got worse as he seemed to walk around gloating over his affair with Cybill.

Then in late November Peter's father died unexpectedly of a stroke. Heartbroken and deeply shaken, he remained focused on his film. "That's what movies are like," he said of all that happened. "You just kind of keep going ... the present definitely intruded personally on our lives and the making of the film, but it was an obsessive ... movies are an obsessive thing."

* * *

Knowing the entire story, Welles called and spoke to Platt for the first time since Peter and Cybill's affair, which he said was a laughably hackneyed Hollywood story straight out of a crappy screenplay.

Orson told Platt that the best thing for her would be to join the crew in Carefree.

"Come to work for me," Platt recalled Welles telling her. "I need you."172

Meanwhile, with Peter living at the Sunset Tower, The Last Picture Show production manager Frank Marshall was between jobs and occupying a spare room at the house on Outpost, where he was helping out with Bogdanovich and Platt's kids.

After she spoke to Welles, Platt told Marshall, "I'm going down to do this movie with Orson. Do you want to go?" And soon after that, Platt flew to Arizona while Marshall drove his VW bus to Carefree, arriving in time to find Orson's secretary-an Englishwoman named Margaret Hodgson-in the garage, typing the script while smoking a cigarette through a long holder.

When he met Orson, Marshall received a grunted, "Hello," after which he ran around for three days doing whatever he was told. Finally Welles yelled, "Frank! Go move that thing over there."

"My God! I've been accepted," Marshall thought, blown away to hear Welles refer to him by name.

Now part of the team, Marshall was asked to construct a small table that seemed like one of Orson's bizarre tangents but became a key element in the creation of something remarkable.

The table, Welles said, was being used in a "forced perspective" shot: an effect created in the camera that alters the viewer's perception by placing small objects of varying size and scale between the audience's vantage point and the on-screen image.

Often used in low-budget movies, forced perspective allowed Japanese directors to make a toy Godzilla tower over scale model Tokyo skyscrapers. More artistically, the effect was used at the end of Casablanca when Humphrey Bogart says good-bye to Ingrid Bergman in the rain as her plane waits behind them. The scene was shot in the studio, with an airplane painted on the wall and the actors standing in the foreground, while dwarves (in order to achieve proper scale) prepared the aircraft for takeoff and the rain created enough distraction between the view and the backdrop to make it work.

Orson's forced perspective shot was from Hannaford's film, where the foreground remained in sharp focus while Oja's character walked across a distant volcanic wasteland. It was something a moviegoer wouldn't notice, but for Marshall, making the idea work was fascinating, as it required the table (covered in rocks that had been painted black) to act as the foreground miniature while Kodar stood atop a bread truck parked half a mile away.

Maintaining sharp focus on the rocks, the resulting image appeared to be a tiny Kodar atop a huge black tundra, which had been created with a table and rocks.

"It was the most amazing thing I'd ever seen," Marshall said.

What Welles had done was use the struggle to stimulate his imagination. The more impossible the shot, the more creative he became. Often it seemed he created problems just to get the results that came from overcoming them. "Visually and in a cinematic sense, [Orson] was creating shots in his head with these crazy ideas," Marshall said.

It was just another part of his genius.

* * *

On the set of the 1970 biker pic Bury Me an Angel, Graver and Stringer met Mike Ferris, a big guy and a movie fanatic with no practical training whose on-set function was to carry heavy things. Working as an unpaid grip, he did whatever was asked and began working on non-union films.

Soon the three were close, with Stringer becoming Ferris's best friend. Graver, meanwhile, would kill downtime on the set with Ferris as they challenged each other's movie knowledge. According to Ferris, he would often name a little-known actor from a rarely seen film, only to have Graver describe its plot and recite the names of the cast and crew.

When it became apparent they needed more people in Carefree, Stringer called Ferris, who was in his car thirty minutes later, headed for Arizona.

Arriving the next afternoon in the waning desert light, Ferris saw standard filmmaking equipment as well as numerous items Orson had asked crew members to make out of papier-mâché. He found Graver and Stringer, and soon after that he met Orson, who extended a big hand and asked him to kneel down to help him get a shot.

Three or four feet from the camera, but on a ninety-degree angle from the lens, Ferris and Orson sat on opposite sides of the camera. When they were ready, Welles said, "Let's roll!" and began throwing dirt at Ferris, exhorting, "Mike, throw dirt at me!" So Ferris threw dirt, with no idea what purpose it might serve. But Orson Welles was throwing dirt and telling him to do the same with such clarity of purpose that Ferris's dumbfounded amazement turned to compliance.

To Ferris, what they'd been doing looked insane. It was two men just throwing dirt. But with Orson, he said, "the amount of dirt; the way he tossed it; the angle; the exposure; the setting: All made it look like some kind of strange storm that could only take place in this particular desert at this particular time."

Like Marshall, Ferris adapted to Orson's work methods, realizing that part of the process was for Orson to invent problems and situations for which he would need to create a solution. Each day included the constant surprise that arose from Orson's fertile mind, which spewed forth new ideas that were always outside anyone's experience.

"Once we got used to it, we expected it," Ferris said. "But we never stopped being amazed."

Equally amazing was Bogdanovich's new life, which included Cybill; friendships with Orson, Jerry Lewis, Howard Hawks, John Ford, and Cary Grant; and a new film that was already the talk of Hollywood, despite the fact that it wouldn't hit theaters for nearly a year.

Representing the hottest young director in town, Bogdanovich's agent, Sue Mengers, spent her days fending off requests to see the film and granting access only to the biggest stars, including Barbra Streisand and Steve McQueen, the latter wanting to see if Peter would be right to direct The Getaway. Though he'd blown off Bogdanovich before the screening, McQueen came to him afterward and said, "You're a picture maker, man. I'm just an actor, but you're a picture maker."

Streisand was more dramatic. Unable to stop bawling, she loved the film and spent over an hour discussing possible projects with Bogdanovich, who suggested that they make a screwball comedy with the actress playing off her own persona. Streisand, however, wanted to do something serious, like The Last Picture Show.

When McQueen took on another project before The Getaway, Bogdanovich pitched his idea to Universal. The studio green-lighted his concept of a Hawksian film like Bringing Up Baby, starring Streisand as the wacky Hepburn type who disrupts the life of a stuffy academic, and offered him $125,000 to direct, plus 8 percent of the profits. Bogdanovich cast Streisand's boyfriend Ryan O'Neal in the Cary Grant role, and by October they were shooting What's Up, Doc? in San Francisco, where Polly Platt was again at his side, talking through the setups.

Though they were still not divorced, their marriage was clearly over. Peter was with Cybill, and Platt, still hurting, had become deeply wary of his almost dreamlike, cinematic view of life and the limitations it created.

"You can only feel for people on celluloid," she screamed at him during one fight. "You have no concept of what it's like in real life to feel any grief ... Picture it in a movie ... and maybe you'll get it."

That quality allowed her to understand-and empathize with-where he was coming from. "It's almost impossible to hate Peter," Platt told writer Rachel Abramowitz. "You realized he never knew what to do. Because he only learned things from the movies."

Meanwhile, with her psyche and self-worth in a shambles from the way the relationship had ended, Platt was also sitting by as Bogdanovich was launched into the stratosphere by a film to which she'd made a substantial contribution. Though the picture had rested on Peter's shoulders, Platt felt she wasn't getting any credit-it was as if she didn't even exist. Home alone with two children, she was nobody. Which was why Orson's job offer had been so important and why she was able to compartmentalize her personal relationship with Peter and go to work onWhat's Up, Doc?

But if Platt had been at a low point when Orson called, her savior was about to cast her, briefly, in a role based on someone who seemed intent on driving him to similar depths by taking away the one thing he'd always had, no matter what: Citizen Kane.

* * *

Before the Kane crisis, however, Charles Higham reappeared to write a short, highly inaccurate, piece in the January 31, 1971, New York Times. In it, he revealed the plot of the self-financed film Orson was "secretly" making without a lead actor, but with a cast that included Mazursky and Marlene Dietrich (playing a character based on herself), who interrupted filming to attend Coco Chanel's funeral in Paris.

Higham was indeed correct that Dietrich was the model for Zarah Valeska, the legendary actress throwing Hannaford's birthday party. But, though Welles may have considered her for the part, he hadn't shot a millimeter of film with his old friend, whose cameo as a fortune-teller in Touch of Evil included a line that became symbolic for the way many perceived Orson.

When Welles's corrupt cop, Quinlan, asks Dietrich's Tana (who once loved him) to read his future, she says he doesn't have one and explains, "Your future is all used up."

Dietrich was either unavailable for the part or feared that she wouldn't be lit properly in the documentary-style scenes and therefore wouldn't do the film. Instead, Welles cast German actress Lilli Palmer (costar of Fritz Lang'sCloak and Dagger).

Shooting at Palmer's home in Malaga, Spain, on several occasions, Welles matched up her scenes to existing footage using photos to duplicate the lighting, inserting tight shots of other actors and having someone dressed as Hannaford cross before the camera at the beginning of shots in which Palmer appeared. Thus, her scenes involved pairing performances on different continents, filmed years apart by actors who had never been in the same room.

"That was my father to a T," his daughter Beatrice said. "I don't think he even knew what the word continuity meant. He'd have done that even if he'd had the money."

* * *

Five years after she'd referred to him as "the one great creative force in American film in our time," Pauline Kael wrote the following about Citizen Kane in The New Yorker.

"It is difficult to explain what makes any great work great, and particularly difficult with movies and maybe more so with Citizen Kane than with other great movies," she wrote in the essay "Raising Kane," "because it isn't a work of special depth or a work of subtle beauty. It is a shallow work, a shallow masterpiece."

In the five years between her endorsement of Orson's genius in The New Republic and the publication of "Raising Kane" on February 20 and 27, 1971, things had changed for Pauline Kael. Upon moving to The New Yorker, she'd effectively become the most influential movie critic in America. A gifted writer with a wry sense of humor and contrarian taste, she liked to stir things up and now could do it from atop a gigantic soapbox.

Which is exactly what Kael did in 1970 when she decided that it was time to take on the auteur theory championed by her rival, Andrew Sarris of The Village Voice. There was no better (or more ironic, given Orson's feelings) way to do that than by taking down the greatest act of auteurism in Hollywood history, the making of Kane by actor, writer, and director Orson Welles.

Keenly sensitive to the plight of the screenwriter, who received short shrift when it came to handing out money and fame, Kael had developed a theory, based on a hunch, that the true author of Kane had been Orson's co-writer, Herman J. Mankiewicz, with whom he'd shared the writing credit and the Oscar that followed.

Extremely career-savvy, Kael knew a piece that questioned Orson's role in Kane would generate controversy and allow her to take a big dig at Sarris and auteurists everywhere. So, armed with the belief that Welles's co-writer was the real genius, she went about finding support for her theory that "Mankiewicz died [in 1953] and his share faded from knowledge, but Welles carried on in the Baronial style that always reminds us of Kane."

Beyond the irony that Orson also hated the auteur theory was the fact that Kael's essay would be the introduction to The Citizen Kane Book, which contained the film's script, whose publishing rights Orson had sold to Little, Brown and Bantam in return for a share of the royalties. But Welles wasn't the only one getting screwed by Kael.

The other victim was Howard Suber, an assistant film professor at UCLA, where Kael often lectured and was friendly with the department chair. During a 1969 visit, Kael met Suber and found out he was working on a scholarly book about Citizen Kane for which he'd interviewed Mankiewicz's widow, who'd, not surprisingly, rhapsodized about her husband's influence on the script.

Upon her return to New York, Kael called Suber and invited him to write one of two essays that would appear in herKane book. With Kael offering half her advance ($375) and promising to extract him from his current publishing contract, Suber would have seemed a fool not to accept.

Soon Kael sent Suber a check and asked for his research, which included interviews with Dorothy Comingore (who played Charles Foster Kane's second wife) and Orson's friend and associate Richard Wilson. Each contained evidence, Kael thought, supporting her beliefs.

Only Suber's wife found the situation suspicious and was worried about her husband working without any written agreement. Unconcerned, Suber asked her, "Why would the biggest film critic in America need to screw with some little assistant professor from UCLA?"

* * *

Kael spoke to only a few people, the most notable being John Houseman, Orson's longtime partner whom he'd taken to calling "an old enemy of mine."

Houseman, whose existence once revolved around doing everything else so that Orson had the freedom to just create, was hardly unbiased. Though he'd taken the alcoholic Mankiewicz to remote Victorville, California, in order to keep him dry and focused on putting together early drafts of the script, Houseman wasn't going to explain what Welles did to transform that work into Kane.

Estranged for nearly thirty years, Welles and Houseman had gone from an edgy symbiosis to-at best-bitter dislike. Orson believed that Houseman may have been in love with him (despite the fact that Houseman was twice married), an idea that was further solidified by his former partner's 1972 memoir, Run Through, nearly a third of which concerns his relationship with Welles and is written in the tones of a spurned lover.

In Houseman's defense, however, Orson was either unaware or unable to acknowledge just how valuable his partner had been, and that since they'd parted, the organization of his work life, the financing of his films, and his ability to concentrate fully on manifesting his genius had been badly compromised. Thirty years later, he still didn't have anyone who made sure that his projects had reliable funding; sets and costumes that arrived on time; and budgets managed by someone who understood his creative patterns and needs. Perhaps Houseman was intolerable, but he'd also been invaluable. All of which made Orson's former partner happy to tell his unfavorable side of the story to Kael.

Meanwhile, Suber heard from Kael less frequently, until the calls stopped. On February 20, he received the issue ofThe New Yorker containing her essay, but there was no mention of his name. Without a contract, Suber had no recourse against the famous critic who was friends with his boss.

Though Suber was not mentioned, Kael had (without naming names) mocked McBride in her essay. Either feeling guilty or trying to cover herself, she called McBride, saying she hoped he wasn't upset. McBride said he wasn't hurt, but he wanted to know why "Raising Kane" took such an unfavorable view of Orson's contributions and why she'd spoken only to unsympathetic sources. And why hadn't she spoken to Welles?

Kael said she'd avoided Welles and his confidants because she already knew what they'd say, summarily dismissing a gigantic flaw in her fifty-thousand-word piece that had eluded The New Yorker's famed fact-checking process. Kael was a critic, not a journalist, and her research files for the piece contained little more than a few phone numbers, including Suber's.

According to her biographer, Brian Kellow, Kael's behavior regarding the essay was both entirely in and out of character for a woman he'd found to be kind, brilliant, and generous for the most part. But, because of her ego, Kael had concluded that she'd discharged her obligations to Suber by giving him $375 and believed that having his work appear, even uncredited, in The New Yorker as support for her theory would make a larger impact than any academic book. Thus, she'd done him a service.

Regarding Welles, one of Kael's flaws was that she was frequently unaware of how her writing impacted its subjects. Though capable of such hubris, Kellow said he was still baffled that she'd taken such an enormous risk, particularly since it was unlike anything she'd ever done before.

One thing was clear, however. Kael thought she'd have no trouble getting away with it.

* * *

For two days after "Raising Kane" was published, Welles refused to come out of his bedroom or speak. When he emerged, he called his attorney, Arnold Weissberger, to discuss a libel suit against Kael and legal action against her publishers.

Weissberger said the lawsuit was a bad idea that would generate greater publicity for Kael and draw more attention to "Raising Kane." Breaking down in tears of anguish and frustration at the great indignity of the accusation that he'd stolen credit on the film for which he was revered, Welles took another blow when Weissberger pointed out the cruel twist of fate in which Orson was essentially partners with Kael and her publishers, with a financial stake in the success of a book featuring her snarky essay.

Then the defense began. Comingore angrily disputed her testimony. McBride, Sarris, and Wilson wrote anti-Kael articles for respected film magazines. And Orson turned to Bogdanovich again, this time asking him to respond to Kael.

Once more Bogdanovich came through, because "Orson was shattered by it and I thought, 'This is bullshit.'" Doing the legwork needed to decimate Kael's article and expose her as a fraud, he allowed Orson a very heavy editorial hand in "The Kane Mutiny," which appeared in Esquire shortly after The Last Picture Show opened in fall 1971.

In the article, Bogdanovich explains that Kael seems to have no idea how films are made and eviscerates her in a way that makes his Higham response look like a well-considered reflection upon a flawed but valuable work. Questioning every bit of evidence and providing information to the contrary, Bogdanovich even exposes Kael's violations of journalistic ethics, including the story of how she'd taken credit for Suber's work without mentioning his name.

Publishing the story under his own name was an act of colossal bravery, ego, and borderline foolishness for Bogdanovich, who was pissing in the face of America's most powerful critic at the moment his career was taking off. But his respect for Welles knew no boundaries.

And now it was Kael who felt blindsided, as Kellow's book recounts, describing how she had been with Woody Allen while she read the Esquire story. "How am I going to answer this?" Kael asked Allen.

Allen gave her perfect advice.

"Don't answer," he said.

* * *

Welles, however, sought retribution in his own way, by either revising an existing character or adding a new one-the bitchy, pretentious critic Juliette Riche. Originally, Welles had cast Polly Platt in the role; then, briefly, he'd replaced her with Janice Pennington, a Playboy centerfold and future Price Is Right model who was married to Glenn Jacobson. Ultimately, however, he chose Susan Strasberg, daughter of legendary acting teacher Lee Strasberg, recognizing that her fragility and intelligence would add balance and humanity to the Kael-inspired role.

Meanwhile, Platt was doing set design and various odd jobs. At one point, for instance, she was called upon to walk into a Phoenix radio station and tell the receptionist that she needed a private meeting with station manager Pat McMahon. The receptionist buzzed McMahon and said there was a strange but seemingly not dangerous woman looking for him. McMahon walked to the front desk and met Platt, who said she was working on a major motion picture whose director (wishing to remain anonymous) needed use of a radio studio.

McMahon told Platt the studio was booked and offered to call other stations. Wearing sunglasses and a trench coat, Platt looked at McMahon "like Pussy Galore in Goldfinger" and said, "May we go to your office for a talk?"

Once they were alone, Platt confessed that she'd been lying about the studio. "The director is interested in you," she said.

"This unnamed director of an unnamed movie is aware of me?" McMahon asked.

"Yes," Platt said. "He saw you on some kids' show."

A regular cast member on the popular local children's show The Wallace and Ladmo Show, McMahon was also a frequent victim of the elaborate pranks of his costar, Wallace.

"But, I'm not a film actor," he said to Platt. "At least tell me who the director is, so I can decide if I want to do this."

"I'm sworn to secrecy," Platt responded.

McMahon said that he couldn't agree unless he knew that he wasn't going to be wasting his time. Platt relented.

"You must promise not to tell anyone," she said. "It's Orson Welles."

Now McMahon was convinced it was a prank, given that everyone knew he idolized Welles. Telling Platt he'd do it, McMahon hoped to catch Wallace in the act. But he also asked for a script.

"Only Orson has a script," Platt said. "But here are some pages he'd like you to memorize. Are you free Saturday?"

McMahon said he could work after doing an amusement park appearance with Wallace and Ladmo. Platt told him to meet her beneath a bridge that ran between Phoenix and Tempe.

On Saturday, after wrapping up his appearance, McMahon thought, "Wallace isn't as good as he used to be," and drove to an access road under the bridge. There he found a small crew and Orson, who came directly to the car and introduced himself.

"God, I've admired you," Welles said, then gave a detailed description of how much he enjoyed McMahon's work on The Wallace and Ladmo Show.

Orson then began to explain McMahon's character, a fawning Hannaford fanatic who runs up to introduce himself as Hannaford arrives at the party.

"Mr. Hannaford," he says, beaming, "I'm Marvin P. Fassbender."

Looking him up and down, Hannaford takes his hand and says, "Of course you are."

Despite his suspicions, McMahon had memorized his lines, and Welles began talking to him about how to play a scene in Hannaford's car. But when Welles looked at the sides Platt had given McMahon, he exploded:

"We've invited my friend Pat McMahon and interrupted his extraordinarily busy day to come and be part of this company of players and yet somebody gave him the wrong sides!" Welles shouted. "How do you expect him to have any respect for what we are doing here?"

Quickly someone gave new pages to Welles, who handed them to McMahon and said, "Can you memorize these lines rapidly?"

With no context except that they were going to Hannaford's birthday party, Welles got in the front seat of a Jeep with his camera, while McMahon sat in the back, where he was going to speak to a nonexistent Hannaford, reading his lines from a page taped to the fly of Orson's pants.

For the next few days, they spent hours working on the scene, until they wrapped one evening and Welles said that McMahon, being a longtime Phoenix resident, would recommend a restaurant where they'd have some privacy.

Stunned, McMahon suggested a dimly lit place nearby, where he wound up sharing a booth with Orson and Oja. Drinks were ordered and everyone was looking at the menu when a waitress interrupted.

"I'm sorry to bother you, but could I get you to sign this?" she said, handing a piece of paper past Orson and to McMahon, whom she asked to sign as one of his Wallace and Ladmo Show characters, telling him that her kids would treasure the autograph.

When she left, Welles began to laugh hysterically and told McMahon, "I've always enjoyed dining with the stars!!"

After everyone left, McMahon was on his way out when he saw the waitress again.

"I really didn't want to bother him," she said. "The gentleman who just left ... that was Burl Ives, wasn't it?"

The next day, when McMahon told the story to Welles, the director smiled broadly and said, "Had I known that, I would have gone back and done the first eight bars of 'Big Rock Candy Mountain' for her."

* * *

Among the presenters at the Forty-third Annual Academy Awards that April was a young, giggly Goldie Hawn, who would give a Best Actor Oscar to either George C. Scott (Patton); James Earl Jones (The Great White Hope); Ryan O'Neal (Love Story); Melvyn Douglas (I Never Sang for My Father); or Jack Nicholson (Five Easy Pieces).

Opening the envelope, Hawn gasped, "Oh, my God, George C. Scott in Patton!" The audience exploded, and producer Frank McCarthy took the stage and graciously thanked the Academy for recognizing a remarkable performance.

Hawn hadn't gasped over Scott's win because he was an underdog. She'd known, as had everyone else, that he'd refused to attend the ceremony (which he described as a demeaning "two-hour meat parade") or accept the award if he won. Though Scott had also withdrawn his name when he was nominated for The Hustler, nobody had turned down the award before, and Hollywood was split on whether he was a genuine artist or a raging asshole. Gregory Peck and other establishment stars felt Scott was inappropriate and wildly disrespectful, while Ryan O'Neal and his contemporaries applauded his bravery.

But Scott wasn't the only person who didn't accept his own award that night.

In December, the Academy of Motion Picture Arts and Sciences told Orson that he'd be receiving a "Special Oscar" for career achievement. What may have been intended as a heartwarming welcome home wasn't interpreted as such by Welles.

Only fifty-five, he was receiving the same award as seventy-eight-year-old Lillian Gish, who'd made her film debut in 1912. For Orson, this was the industry sending him into retirement with a gold watch.

"'They're not going to get me like that,'" Bogdanovich said Welles told him. "As if it were humiliating for him to get the Oscar."

There was no way, Orson said, that he'd summon fake tears and false sentiment or play the jolly dancing bear to assuage the guilt of everyone who'd turned away his projects. He was a working filmmaker, not a dried-up museum piece.

"He didn't want to give them the pleasure of having him show up," Bogdanovich said.

But, unlike Scott, Orson didn't decline the award. He just didn't attend the ceremony, having John Huston accept in his stead.

Clean-shaven and distinguished, Huston strode to the podium and unleashed his seductive, hypnotic, whiskey- and cigar-ripened voice that was capable of convincing anyone of anything.

"Genius is a word that must be used very sparingly, especially in the world of films," he began. "Those who claim it don't have it, and those who do have it, keep the fact concealed for fear of being called difficult. Which usually translates to unemployable."

He paused.

"So at one time or another, Orson Welles has been considered both difficult and unemployable. I know only too damn well. But from the time of his very first picture, the unforgettable Citizen Kane, Welles's mastery of the medium was evident. Unfortunately, only once, in Kane, was he free to exercise his talents without restraint. Subsequent productions were cut by other hands or, like his Macbeth, made on impossibly low budgets. Yet in every picture he ever made, his brilliance shone through.

"Thirty-three years ago, Orson Welles received what he liked to call 'half an Oscar,' for the script for Citizen Kane,which he coauthored with Herman J. Manckiewicz. Tonight the Academy is honored to give him an Oscar all his own.... Because he is truly that most difficult, unforgivable, and invaluable of God's creations, a man of genius."

After explaining that Orson was filming abroad, Huston introduced a video Welles had prepared for the occasion.

Made up and lit to look younger and trimmer, a tuxedo-clad Welles spoke in one of the many voices he'd perfected over the years. Dialing down his commanding baritone, he was "humble Orson."

"Ladies and gentlemen, with this great honor, let me say that it's a lot more fun to look forward. Looking backwards over some thirty years in the movies is something that I like to do as seldom as possible, but I can't forget that I didn't spend those years alone. Every filmmaker knows how much was done for him and by how many. If I could call just half of all those who deserve it to stand beside this camera, just to get them in one shot we'd need Cinerama."

Glancing down shyly, Welles asked forgiveness because this award meant more than others, because it came not from the critics, but "from movie people themselves, the ones who love movies the most.... And if we didn't love movies as much as we do, if we weren't a little crazy on the subject, there wouldn't be any movies at all. I treasure this award as an expression of the happy lunacy, and may I accept it, please, not so much for what I may have done, but for what I hope to do.... Meanwhile, this encouragement is very welcome. With all my heart, I thank you for it."

Amid the applause, the camera cut to Huston, who said, "Happy lunacy, that's really telling it like it is.... On my way back to Ireland, I'll stop in Spain and give this to him." And he left the stage with a mischievous grin on his face.

The whole thing had been perfect. Huston's speech was a tightly written defense of Welles and a charming "I know you and don't care what you think" repudiation of an industry that kept his friend from expressing his genius, simply because he was a genius. Orson followed with a performance of such bashful modesty that it was hard to imagine why anyone would stop him from doing anything, much less making a picture. Was this thankful, innocent man someone who'd steal credit from poor dead Herman J. Mankiewicz?

Then there was the real joke. Orson wasn't in Spain, but was actually sitting in a bungalow at the Beverly Hills Hotel, watching the awards with Bogdanovich and Graver.

Thus, while Huston smiled, Orson busted out laughing. "Thanks, John!" he said to the TV. "Bring it over!"

Making the situation even more ironic was the fact that, according to one document, Huston also seemed not to know that Orson was in Beverly Hills and genuinely intended to bring the statue with him to Europe.

* * *

French actress Jeanne Moreau, who played opposite Welles in Chimes at Midnight, once said about Orson: "If he calls and says, 'I need you,' then you say, 'Orson needs me and it's something important.' His career is so strange because he's capable of such beautiful things and it's so hard for him to make a film, you wouldn't be the little stone that would stop the machine from going once he has the chance to make a film. I think that's why we all do react that way."

Nobody knew this drill better than Mercedes McCambridge, who'd received "the call" before. Often it came from a secretary. But the last time, it had been Welles himself.

McCambridge was home in Los Angeles during the late 1950s when Orson (who'd called her "the world's greatest living radio actress") phoned to see if she'd like to have lunch with him that afternoon at Universal. During the conversation, he also asked if she could wear black pants and a sweater (of course she could) and whether she had a black leather jacket as well (of course she didn't).

An Oscar winner (for Best Supporting Actress in All the King's Men [1949]) then in her early forties, McCambridge was a tough Irish wit from Joliet, Illinois. With a husky voice to match her personality, she was the perfect foil for Orson and his drama.

So when McCambridge arrived on the Touch of Evil set and saw Welles working from a distance, she didn't care that she'd been barely acknowledged by her host. Rather than go to him, she simply watched the chaos that swirled around Orson and waited to find out what her friend really wanted.

Soon a panicked assistant director came to her and said, "He's going to cut your hair. He's going to do it himself." McCambridge acted as if this unthinkable actress's nightmare were nothing unusual.

Then Orson came over. Cigar in hand, he embraced "Mercy" in a manner that suggested her presence was little more than a delightful surprise.

"I understand you're going to cut my hair," she said.

"No, no, no, no, no, my dear, sweet girl, not cut your hair," Orson cooed. "I'm going to trim it ever so slightly to give the perfect effect of the character you are going to play."

There was no mention of lunch.

Unflappable, McCambridge let Welles go at her with a scissors, snipping here and there, then a little more here and some more there, before standing back to admire his work and deciding what else was required. The answer: black shoe polish, which he used to curl her hair, outline a mole, and turn her eyebrows thick and bushy. Finally, to complete the transformation, Welles gave her a black leather jacket-and McCambridge became the toughest lesbian member of a Mexican gang ever seen.

After telling her to walk around like a "masculine hood-type broad" with a "heavy, coarse Mexican accent," Orson turned on the cameras and his lunch date became the strange thug he'd imagined overseeing the gang rape of Janet Leigh.

She was back home by four P.M.

"That's what it's like to work for Orson Welles," McCambridge wrote.

For a man who one biographer said was always searching for his Judas, in McCambridge he'd found Mary Magdalene. "If [Orson] asked me to jump off the Empire State Building," McCambridge told McBride, "I would do it and not ask why."

* * *

Having appeared in a string of forgettable films and TV westerns during the 1960s, Mercedes McCambridge was now in her mid-fifties, twice divorced, and a newly recovered alcoholic whom Orson cast as Maggie, Hannaford's loyal secretary. Joining the cast that May, while they shot in Los Angeles, she and other old Welles associates were playing "the Hannaford mafia," or "Jake's stooges."

In addition to McCambridge there was Paul Stewart as Matt Costello, Hannaford's snarling hatchet man who's involved with a Hollywood anti-Communist organization. With a gravelly voice and large, unsympathetic eyes, Stewart was one of Orson's Mercury Radio friends and looked every bit the villainous mobsters he'd been playing since his film debut as Kane's butler.

An Oscar winner (for Best Supporting Actor in The Barefoot Contessa [1954]), Edmond O'Brien also knew Orson from his New York days. Now a character actor, O'Brien had appeared in everything from James Cagney's White Heat to Sam Peckinpah's The Wild Bunch. Cast as Hannaford's friend Pat, O'Brien played a red-faced, whiskey-swilling former actor who openly harbors fascist political leanings.

Finally, there was Zimmie, the Texas Jewish makeup man who'd helped Hannaford mold actors into stars. Kept out of Jake's inner circle because of his religion, Zimmie was played by veteran actor Cameron Mitchell, who'd been Happy in the original Broadway production of Death of a Salesman and now played Uncle Buck on TV's The High Chaparral.

In late May, McBride joined the cast while Welles was shooting on a bus filled with dummies made up in wigs and trench coats to look like Random's character. It's Jake's weird joke now that his lead has run away from the set after the director humiliates him during a sex scene. Tooling around Encino and other parts of the San Fernando Valley in the sweltering heat, Orson, Graver, Stringer, Ferris, and other bearded hippie crew members filmed the older actors as they established the film's political undertone.

Tossed from the car after asking about the suicide of Hannaford's father, McBride's character rides with the dummies and the director's cronies to the party and screening at Jake's ranch. During the ride, Costello fires Zimmie but still orders him to attend Hannaford's party.

The more often he showed up, the larger McBride's part grew simply by virtue of his presence on the set. Typically, Welles treated the writer with great kindness punctuated by torrents of anger, such as the day he canceled the shoot because McBride brought the wrong trench coat for his character. After screaming until his biographer began to cry, Welles sent everyone home because of McBride's "carelessness."

By contrast, Welles was compassionate when McBride was unable to read back a transcript of Hannaford ranting against hippies and beatniks. Taking the writer aside, he explained privately that Mr. Pister should hand the transcript to O'Brien, whose character was really the one that should be reading it. Removing the blame from McBride, Orson said it would be better because "Eddie is such a magnificent ruin."

Welles could also be lighthearted when dealing with problems, such as when he tried executing a difficult shot in which the light changed from blazing sun to the darkness of a tunnel and back. With his powers focused on making it work and the crew trying to turn his vision into reality, Welles yelled, "Cut!" and asked, "How was it, Gary?"

Unsure of what to say, Graver began, "Well, Orson..."

"Magnificent!" Welles said.

"Y-yes," Graver stammered, "but the problem with the shadows and the lighting..."

"Don't say that," Orson replied. "I only want to hear one word: Magnificent!"

"Okay," Graver said. "Magnificent!"

Satisfied, Welles took a few steps, paused, and asked Graver, "Can we use it?"

* * *

Orson was less playful that month when he gathered the cast in a Howard Johnson's parking lot, only to have Peter Bogdanovich suddenly appear with a soundman. In addition to awaiting release of The Last Picture Showand plotting What's Up, Doc?, Bogdanovich was making the documentary Directed by John Ford, with Orson narrating.

In front of everyone, Bogdanovich told Welles they had to record. Now.

"Peter, I'm trying to make a movie here," Welles said.

Bogdanovich insisted, saying they'd waited too long and had to tape some of the narration then and there.

Embarrassed and furious, Welles said, "You know, Peter, sometimes you can be a real shit." He stormed into the motel with the soundman and returned thirty minutes later to angrily hand the tape to Bogdanovich, who roared away in his new convertible.

That moment seemed but a blip in the affection and devotion the two directors felt for each other, but it was also symbolic of the inevitable change in the relationships people have with their heroes. Soon they would have to either treat each other as equals or confront the unspoken gap in their friendship.

* * *

That spring, Welles continued shooting as inexpensively as possible. Despite a reputation for extravagance, he was thrifty and resourceful while spending his own money on The Other Side of the Wind. Having once shot Roderigo's murder in Othello using towel-clad actors in a Turkish bath when financial problems held up the arrival of costumes, Welles now reused gaffer's tape and had someone stand behind Graver to shut off his camera immediately after Orson cried, "Cut!" Even a few seconds of film wasted was too much.

Welles also continued shooting on locations where he didn't need permits or could avoid paying fees. Thus, after cast and crew had successfully posed as film students at MGM, Orson had Frank Marshall use the same excuse when they tried to shoot Hannaford's screening, without permission, at a Reseda drive-in one morning.

Soon, however, the police arrived. Marshall began the UCLA film school explanation, while just behind the cops sat a big convertible where a cigar-smoking Orson was slouched down in an attempt to remain out of view.

There was no doubt: This was guerrilla filmmaking.

* * *

When he returned home from Los Angeles, McBride received two boxes of cigars from Welles with a note:

Dear Joe: We didn't get a chance to say a proper goodbye and I certainly didn't begin to say a proper thank you.

Yours was a very real and valued contribution. We hope to make you proud to have been part of our picture. All my most affectionate regards-Orson.

On July 25, McBride sent a letter of his own, to Focus on Citizen Kane author Ronald Gottesman. Giving some sense of his role, the story line, and Welles's unconventional filmmaking method, he wrote:

About my part in the Welles picture: it's called The Other Side of the Wind, and as you know from the Higham piece in the Times, it's about an aging film director (not Welles either in person or proxy) who returns to Hollywood for a last fling. I play a fatuous intellectual critic, and so I have plenty of lines, mostly inane babbling while incredibly complex things are happening all around me. It's a cliché, but you don't appreciate the talent of a man like Welles until you actually witness it in process. To stand in the middle of a Welles shot is a fantasy experience.... I'm not supposed to say anything about the plot, which is good because I don't really have all of it quite clear, but from hanging around Welles, keeping my ears open, talking to the crew, I've managed to pick most of it up. I think.

On August 2, a page one Variety story reported:

Orson Welles has one of those "guess who" ventures coming up in "The Other Side of the Wind" to be filmed here.... The new film, which Welles will direct, is about an old filmmaker who finds the world changed when he tries to make a picture after a long hiatus. Welles says it's not autobiographical.

Orson reiterated that point when speaking at USC later that month. "It's not a cute thing, not Felliniesque, where you have to guess who it is," he told a group of film students. "It really is about a fictional movie director."

The event at USC had been Orson's idea but didn't go off as intended. Having contacted the film school's Arthur Knight, whose students had included George Lucas, John Milius, and John Carpenter, and explained that he wanted to film students on a soundstage posing questions to Hannaford (with Orson acting as stand-in), Welles arrived to find that Knight had reserved a huge auditorium for what was essentially "Arthur Knight Presents: Orson Welles."

Making the best of things, Graver shot as planned, with Orson directing while he spoke, stopping whenever there was a particularly inane question and telling Gary, "Get the camera over there," while the student asked the question on film for a second time.

Thoroughly annoyed with Knight, Welles had his revenge when a first-semester student asked what his goal should be while studying at USC.

"To get out of film school as quickly as possible," Welles said. "Everything you learn here you can learn in three weeks out there."

Though the ire was intended, Welles believed what he said. It was the school of life, not film school, that created great filmmakers.

Another student held up a magazine with one of Orson's Jim Beam ads and asked a question worthy of Mr. Pister.

"Mr. Welles, I appreciate your obligations as an artist," the student said. "But, I wonder how you would correlate this ad with your comments on artistic integrity."

Taking a deep breath and then puffing his cigar, Orson paused a bit more before he lamented, "Please, oh, please, allow me this bit of petty harlotry."

Then, just before the lecture concluded, someone brought out what was allegedly the actual Rosebud sled. Though several had been used in the film, Welles didn't let on. Instead, he sighed and said that it was smaller than he'd remembered it being.

Years later, hearing that Steven Spielberg had purchased Rosebud for $60,000, Welles told Graver, "I think you and I should go down to the basement and start making sleds."

* * *

When The Last Picture Show was released in October 1971, Bogdanovich sat in stunned silence as Bert Schneider read the opening sentence of a review in Newsweek that declared it "a masterpiece" and the most extraordinary film by "a young American director since Citizen Kane."

Bogdanovich had only one thing to say: "Jesus Christ." It was an understatement, given that his first movie was being compared with Kane.

Other raves continued to roll in. Kael liked the film, and The New York Times loved it, running two features about Bogdanovich within weeks of each other. The second, a full-fledged profile, bore the title "Peter Still Looks Forward to His Citizen Kane."

In that article, Peter confessed that his life was so remarkable that he hated for each day to end and had to take sedatives at night simply because things were so good that he didn't ever want to sleep.

After explaining that he didn't compare his films with those of his contemporaries, but instead measured himself against "Hawks, Lubitsch, Buster Keaton, Welles, Ford, Renoir, Hitchcock," Bogdanovich was humble enough to add that he was good, but not as good as those legendary directors. Yet he also explained that he'd begun to worry about how sad and disengaged he'd feel someday when "all the Bogdanovich pictures have been made....

"What will I do then?" he wondered.

1972-1973

Orson was horrified by money.

-DOMINIQUE ANTOINE

Luck and money. They were always inextricably linked for Orson. Together, along with talent, they were the key elements of his story after Citizen Kane.

Welles said he began with "the best luck in cinema history," total artistic control over Kane. That this was afforded to such a young man enraged more than a few Hollywood veterans, including Ward Bond, an ultra-right-wing member of John Ford's stock company who approached Orson one night at Chasen's and cut off his tie. Who the hell did Welles think he was?

After Kane, Orson had "the worst bad luck"-a karmic repayment for his good fortune. That bad luck always seemed to begin with making a movie but ended up having to do with money. Were it not for money, Orson surely thought, there would have been so much more unparalleled art; so many more Welles movies; so much more of everything.

But, much as he despised it, Orson knew money was essential and the lack of it was an albatross around his neck that became the explanation for greatness that might have been.

If he'd been born centuries earlier, Orson would have been a perfect Renaissance artist, as what he required was a patron with infinite money, impeccable taste, and unending patience. Someone who gave him the time and funds to create masterpieces. If he were a novelist or painter, Welles said, nobody would care how long it took him to create. But he was in the movies, which had a clear commercial purpose-even if Orson was simply an artist.

Given that he was hamstrung by the requirements of the industry, what Orson managed to create over thirty years has been unimaginably superlative.

In the winter 1971-1972 issue of Sight & Sound, Citizen Kane topped the magazine's list of greatest films ever made. Ambersons came in at number eight. Today, Touch of Evil, is twenty-sixth on the British Film Institute's rankings of the top one hundred movies. Decades after its release, The Lady from Shanghai came to be regarded as a masterpiece and "the weirdest great movie ever made" (according to critic Dave Kehr). At Cannes, Chimes at Midnight won two awards and earned Orson a lengthy standing ovation, while Othello received the festival's Palme d'Or. Even The Trial was named best picture by the French Syndicate of Cinema Critics.

Thus, though he never achieved the staggering productivity of Ford or Huston, Orson's batting average was unprecedented, with nearly half of his dozen movies eventually considered to be great films.

Artistry, however, rarely resulted in profits for Orson or his partners. After Kane broke even, the only Welles film to turn a genuine profit was The Stranger, a 1946 noir thriller that Orson directed, starred in, and co-wrote with, among others, John Huston. Portraying an escaped Nazi living as a small-town Connecticut prep school teacher, Welles costarred with Loretta Young as his fiancée (later wife) and Edward G. Robinson played the UN investigator sent to track him down. Welles made the film to show studios that he "didn't glow in the dark" and could say "Action!" and "Cut!" the same as any other director. Hopefully, he thought, it would kill off at least a few myths and demons.

The Lady from Shanghai came to be after Welles found himself in Boston in 1947, ready to premiere his musical version of Around the World in 80 Days, only to find out that his producer, Mike Todd, was bankrupt and needed $50,000 for costumes-immediately. Welles took action.

According to the oft-told tale, Welles called Columbia's Harry Cohn from a pay phone in his hotel lobby and said that he'd direct a movie for $55,000. Cohn asked what movie he had in mind and Welles said The Lady from Shanghai, selecting the title from books for sale on a nearby rack in the hotel lobby. When the studio chief said he'd agree, on the condition that it starred Orson's soon-to-be-ex-wife Rita Hayworth, Welles made the deal-as long as he could have the money within an hour. The money arrived, the show went on (and closed quickly), and Orson made The Lady from Shanghai, a production which was hamstrung by Hayworth's frequent illnesses and the delays they caused.

Thus began a decade in the wilderness, starting with Macbeth, shot in twenty-three days for a Poverty Row B-movie factory. After that he became almost totally independent, a setup he enjoyed for its freedom but whose frustrations and almost Homeric financing adventures swallowed huge amounts of time and energy.

In addition to possessing no aptitude for business or the management of personal and professional finances, Welles had an uncanny ability to choose lousy partners. The result was several films beset by money problems.

First was Othello, financed by an Italian who went bankrupt immediately after shooting began. Then there was Mr. Arkadin, funded by Spanish, Swiss, German, and French investors, and ultimately taken away from Orson when he missed some editing deadlines. In 1962, after making Touch of Evil, he went to Europe and directed The Trial,but the French father and son producing it didn't have the money they'd promised, causing the Yugoslavian government to withdraw its funding and support for the film. Finally, in the mid-1960s there was Chimes at Midnight, which Welles financed by promising producer Emiliano Piedra that he'd simultaneously direct Treasure Island, while seemingly not making any plans to actually do so.

Ironically, Treasure Island returned to Orson's life in 1972 and introduced him to the first source of outside money he needed for The Other Side of the Wind, the production of which had begun to follow a familiar pattern.

"He'd have a new [house] for three or four months, and that ... would be our studio," Stringer said. "Then Orson would go away for three to six months and we'd shoot again when he returned. When funds ran out, he'd close up and just go find more money."

In the early 1970 Welles would chase money by appearing in Necromancy, Get to Know Your Rabbit (both released in 1972), and a television production of The Man Who Came to Dinner-playing Sheridan Whiteside, of course.

Welles also funded his life and art by lending his magnificent voice and sophisticated reputation to Jim Beam, Eastern Airlines, and-by the late 1970s- Japan's G&G Nikka Whiskey and, more famously, Paul Masson wine. With a daily fee that some say was nearly $15,000, Orson had no problem practicing what he called "the most innocent form of whoring I know" while remaining "virginal" when it came to directing film.

But earning the modern equivalent of $75,000 a day was often insufficient, because no matter how many commercials he made, Orson seemed to teeter back and forth between a simple need for more money and the brink of financial collapse.

According to his daughter Beatrice, the state of her father's finances was typified by their accomodations while shooting the Paris-based portions of The Trial.

"[At the beginning] We were living at the George V, then two months later we stayed someplace a little [less luxurious] and we wound up in a small B-and-B on the left bank because all the money was going into the movie," Beatrice Welles recalled. "It was perfectly normal. One minute we were just rolling in it and the next we were wondering how we were going to live."

Rarely discussed during this period of Orson's career-or in terms of The Other Side of the Wind-Paola was possibly the most dependable woman in his life since his mother, and played an integral role by creating stability within the disorder brought by Orson's lifestyle and frequently changing financial situation. Beautiful, intelligent, and deeply grounded, Paola had the capacity to make any hotel room, succession of hotel rooms, or other living circumstance feel as if it were home.

"It may have been chaos," Beatrice Welles said. "But I never knew it."

And that quality was one of the things that had attracted Orson to her in the first place and made their marriage enormously valuable to him, despite his simultaneous relationship with Oja.

It did not, however, settle Orson's longtime and endlessly recurring inability to deal prudently with finances on almost any level.

One of the problems with Welles's approach to money went back to his Broadway days, when he poured his own funds into his plays, including those underwritten by the government's Federal Theatre Project. The product had always been the only thing that counted, and having been raised with money, Welles believed it would always be there-not an unreasonable assumption given his initial inheritance and huge salary as a radio actor. Leaving details to people such as Bernstein, Houseman, and Weissberger, he lived well, was dedicated to his work, and had no idea what things cost or how much was in the bank.

Some of this stemmed from his upbringing and the attitudes it produced. Though his knowledge of the arts was superb, he'd never had an education in everyday life. To an extent, this was a great source of strength. His imagination was allowed to run wild, and others were magnetically drawn to ensuring the execution of his ideas. It was wonderful, but it shielded him from the skills required for the real world.

His aristocratic nature was also a factor, in that it fostered the belief that talking about money was beneath his breeding. This, combined with his education and experience, makes it easier to understand why he was able to live with the pressures of unpaid hotel bills and huge tabs at expensive restaurants.

All these influences together kept Orson detached from the realities of his financial situation and the nature of his obligations. He knew he needed money or when things were desperate. But the details were hazy, and like many famous or wealthy people, he had no concept of everyday expenses. It was a quality he displayed shortly after arriving in Hollywood to make Kane while still commuting back to New York each week for his radio show. Since air travel was expensive, Orson ran the numbers, incorrectly, and told Weissberger it would be thriftier to buy a plane and hire a pilot.

Having been protected from reality until his blowup with Houseman, Welles spent the next thirty years seeking cash for movies and personal expenses, which had become the same thing by 1972, with funds frequently disbursed among a multitude of film projects that generally included the cost of custom-made cigars, rental homes, and good food.

Then there were the fund-raising meals, which Orson found demeaning but necessary. Time and again, he'd dined with potential investors, turning on the charm and giving an Oscar-worthy performance over expensive wine and rich food. Puffing a cigar as waiters cleared the table, he'd be left with a check he couldn't afford while the financiers went home with the money and the ability to spend the rest of their lives telling people that they'd had dinner with Orson Welles. It had happened so often that he no longer had the expectation of landing fresh money.

A frequent companion at these meals, Bogdanovich found the charade depressing. Finally, after yet another evening of wooing investors, he expressed his rage and despair to Orson as they walked through New York.

"It's funny," Welles said. "I've been doing that for so long I guess I'm used to it."

* * *

A young European movie distributor and his partners had originally wanted Yul Brynner to play Long John Silver in their adaptation of Treasure Island. Then, however, the man remembered that Orson had long wanted to be the lead in a film version of the Robert Louis Stevenson classic, and, in the winter of 1972, they sent a copy of their script to Welles's office in London.

A week or so later, the pair shared a long lunch at Maxim's in Paris, where they ate, drank wine, and talked about movies. Like Bogdanovich, the man immediately felt completely at ease in Orson's presence.

When lunch was over, Welles handed the young producer a "revised" screenplay, written under the nom de plume O. W. Jeeves. That script was superior to the one they already had-and Orson was offered the part for $150,000. Orson accepted, with the following conditions: They would use his script; give him control over wardrobe; and allow him to provide his own parrot.

* * *

That summer, Orson came to Almería, a harbor town on Spain's Mediterranean coast where portions of Lawrence of Arabia and several "spaghetti westerns" had been filmed. Shooting had begun the week before, and when Welles visited the beach house his producer was renting, he decided to rent one next door. As filming went on, the pair became close and discussed collaborating on the completion of Orson's unfinished films, including The Deep;his never-ending Don Quixote; and their first priority, The Other Side of the Wind.

When the film wrapped, Welles stayed in Europe, spending most of the fall and winter in Spain and France, while the young producer courted investors such as Klaus Hellwig, who operated the German production company Janus Films with his brother Juergen. Eager to work with Orson, the Hellwigs became partners in The Other Side of the Wind and started raising $200,000. Meanwhile, Welles claimed that the distributor-turned-producer had agreed to invest $150,000 as well.

With his $150,000 Treasure Island salary, $200,000 from the Hellwigs, and $150,000 allegedly promised by his young production partner, Orson had new lifeblood and began editing at a Parisian film lab in 1973.

* * *

Meanwhile, back in Hollywood, Peter Bogdanovich was finding money much easier to come by after the March release of What's Up Doc?, which premiered while The Last Picture Show was still in theaters and had been nominated for eight Oscars.

Despite not winning in any of the three categories in which he was nominated, Peter watched Cloris Leachman pick up Best Supporting Actress while-as Orson predicted-Ben Johnson took home Best Supporting Actor. Meanwhile, What's Up, Doc? was the third-highest-grossing film of 1972, hauling in $66 million.

The success of What's Up, Doc? along with The Godfather and The French Connection sparked an idea for Gulf + Western's Charles Bludhorn, who'd purchased Paramount and hired former actor Robert Evans to turn it around, which he did with Love Story and The Godfather. A tough, perceptive businessman, Bludhorn wasn't a creature of Hollywood-but he could smell money and thought there was a potential gold mine in creating a unit that would combine elements of First Artists (a production company whose partners included Sidney Poitier and Paul Newman) and Universal's Young Directors Program.

To do this, Bludhorn planned to lock up three of Hollywood's hottest young directors (Bogdanovich, Coppola, and William Friedkin) and give them $30 million to $40 million in capital, artistic control, 50 percent of the profits, and a green light for any movie budgeted under $3 million. If each director committed to at least three films, Bludhorn said they'd all get rich.

On August 20, the formation of the Directors Company was announced by Paramount chief Frank Yablans during a press conference at New York's 21 Club. Though he'd told Bludhorn he thought the idea was idiotic, the thirty-six-year-old Yablans put on a happy face and spoke to the press.

"What made the deal possible was the degree of simpatico between the directors and the studio; we're all in our early thirties and we don't have a great hierarchy," he explained. "They've all gone through their growth period, indulging their esoteric tastes. Coppola isn't interested in filming a pomegranate growing in the desert. They're all very commercial now."

Behind the scenes, however, Yablans was playing a remarkable game of poker in which he didn't even have to show his hand. Because Yablans ultimately realized that mixing big money with big egos in an artistic context would bring out the worst in everyone and could have only one result: a nightmarish auteurist mini-studio more than capable of killing itself without any effort on his part.

The creation of the Directors Company, according to Peter Biskind's Easy Riders, Raging Bulls, "marked the zenith of director's power in the 1970s and its fate prefigured their fall from grace."

* * *

In addition to his difficulties financing pictures, Welles frequently suffered problems on the back end as well. According to some, his prolonged absence from Hollywood in the 1940s and 1950s was about more than breaking with the studio system; it also involved disputes over fines from the IRS and other tax authorities.

Those issues appeared to be in the past until the early 1970s, when the IRS questioned his business practices after CBS paid Orson's salary for a television special to a Swiss production company he'd established for his European film projects.

Although he claimed it wasn't a dodge, Orson was still hounded by the revenue department, which took the money from his Swiss company and placed him in a precarious financial state, after which, he formed Avenel, a Liechtenstein-based partnership with Oja that would help prevent similar problems in the future.

Then, in early 1973, the state of California levied a $30,000 fine for income dating back to 1958. So just as he was returning to sound financial footing, Orson was forced to dig out from beneath new troubles once again.

Some of the pain of this situation, however, might have been alleviated by the fact that he was doing what he loved most: editing a film. Setting up camp at their home in the Paris suburb of Orvilliers, Welles was busy at the postproduction facility Antegor, where he was assembling the initial footage from The Other Side of the Wind while he finished a BBC show and put together F for Fake, his remarkable essay film about art forger Elmyr de Hory.

At Antegor, Welles worked with and was impressed by Yves Deschamps, a twenty-eight-year-old journalist turned editor who helped solve a seemingly intractable problem with the BBC show. In addition, Orson loved the fact that Deschamps wasn't in awe of him.

"I wasn't impressed by his legend, which was such a burden," said Deschamps, who literally didn't know Orson was still alive when they met. "I was really just a stupid guy, and he liked that."

Early on, Deschamps realized that Welles was the greatest editor he'd ever meet. And by the time Welles asked him to work on The Other Side of the Wind, Deschamps knew he wasn't being hired to cut the film. Orson didn't need editors. What he needed were assistants, and Deschamps accepted that his role would be to supervise and make sure that Orson's orders were carried out.

After hiring him, Welles told Deschamps to meet him in Los Angeles, where they'd begin work. Following orders, the young editor went there and waited for three weeks-yet Orson never appeared.

When he returned to Paris, Deschamps heard editing would take place in Madrid, but this time he decided to stay in France until he heard from Orson. Sure enough, Welles called soon after Deschamps's return and set up a meeting at a film lab in Montparnasse. The meeting went well, but the lab's editing rooms were accessible only via long staircases, and Orson's weight and knee problems made working there impossible. So they decided to edit at a facility named LTC.

Knowing almost nothing about The Other Side of the Wind, Deschamps asked Welles if he could see a script, but Orson would share only the one or two pages that pertained to the scenes he wanted marked.

"Orson, it would be easier if I knew what the story was about," Deschamps said.

"You don't need to know," Welles replied. "I know the story. That's enough."

Despite this, Deschamps was fascinated by watching Orson's editing process, where the first step was to view all footage of a scene (often twenty to thirty takes) and eliminate only shots that were useless or beneath his standards. In keeping everything else, he wasn't simply finding a properly executed scene and printing it, as many filmmakers would. He was working the opposite way, avoiding choices and judgments after seeing a scene only once or twice. Then everything, even the same line repeated more than a dozen times, was organized by the assistants so Orson could watch the scenes again and again, paring down as he went along. Working intuitively, Welles began reorganizing material in new ways that arose organically from the footage. Taking a few lines or interpretations, he watched until he had exactly what he wanted because it fit perfectly with the next line.

"That was the way he rebuilt the interpretations of the actors," Deschamps said. "It was wonderful, because instead of choosing it by himself, he let the movie speak to him, progressively. It was like the movie gave itself the answer to what he was searching for."

As they worked, Welles was like a dancing symphony conductor. With his imagination fired up, he underwent a physical transformation. Gone was the heavy breathing and constant pain. Once he was rolling, Orson would float around the room with fluidity and grace, moving from one editing machine to the next and telling each editor to cut here or mark there.

Watching this brilliant man edit beautiful footage with such enthusiasm, Deschamps wondered how Welles could be having financial problems and was mystified that nobody would give him money to finish his comeback film.

"It's impossible that you can't find money," Deschamps told Orson. "I know at least ten people who'd be happy to give you the money."

"Introduce me to at least one," Welles replied.

Before making his first call to a wealthy young French producer named Carole Weisweiller, Deschamps told his friend Dominique Antoine about Orson's problems financing The Other Side of the Wind.

"You're working with Orson Welles and want to introduce him to Carole?" said Antoine, who'd once worked for Weisweiller. "You have to introduce him to me!"

"But you're broke and Carole is rich," Deschamps said.

"Yes, but I have more money than Carole Weisweiller and more than Orson Welles," Antoine replied. "I'm working with one of the richest men in the world."

And indeed she was, because Antoine had joined the recently formed Les Films de L'Astrophore, a production company under the direction of Mehdi Boushehri, third husband of Princess Ashraf, the shah of Iran's iron-willed twin sister. As part of the shah's modernization plan, Boushehri founded Astrophore to boost Iran's profile as a location for non-Arab directors while also setting up co-productions with well-known filmmakers.

Orson Welles seemed like the perfect place to start.

* * *

Antoine met Welles at LTC in January 1973, while Orson was working. Barely looking up, he reached a limp hand over the editing table and hardly acknowledged her existence. Then Deschamps explained that this was the producer he'd mentioned, and Welles hopped to his feet, turned on the charm, and enunciated every syllable of a suddenly warm, "How do you do?"

Believing she had only one opportunity with Welles, and that it required giving as good as she got, Antoine said, "So, for producers we stand up and say hello?"

There was silence, and Welles blushed before all but bellowing, "You bet!" and belting out a huge laugh. Sitting back down, he told Antoine about The Other Side of the Wind and said he had enough footage for one completed hour of film. Then he veered off, saying there were also other projects.

"No. No. No. Orson," Antoine said, "we should finish The Other Side of the Wind first, then we can see what to do next."

From then on, whenever she saw Welles, Antoine decided that she must be completely on her game all the time, because Orson would be hard to persuade and was too smart for her to bullshit. "That was part of his genius," Antoine said. "The relationship put you at your best-always."

Antoine also knew it was important to understand the kind of relationship their collaboration required. For things to work, she would have to devote herself to Orson in every way, while also maintaining discipline over his creative personality and ability to complete the film. She had no idea how complicated the latter would be, but the former was much more easily accomplished.

"I don't wait for you to love me," she said at lunch one day. "I am loving you and that's enough."

Because she'd offered her respect and affection while asking for nothing in return, Orson's wariness melted. Now, with the dynamics of the relationship cemented, Antoine had to persuade Orson to participate in the financing process that he so despised, as his dearest wish was for others to respect what he'd already created and give him money without meetings and contracts. And just as he'd bristled at Danny Selznick's inability to provide instant funding, Welles made Antoine plead with him to meet Boushehri in his office at the Maison d'Iran on the Champs-Élysées.

"That was when I understood the big baby that was in Orson," Antoine said of begging him to meet Boushehri.

That big baby, however, wasn't necessarily born of ego. Instead, Antoine realized, it was the behavior of the sensitive, easily hurt little boy who'd been abandoned by his parents. Though larger than life, Orson was filled with an easily shaken pride.

When Welles finally relented and went to see Boushehri, he found the shah's brother-in-law to be profoundly cultured, well educated, and seductive, with a deep well of patience and enormous respect for artists in general and Orson in particular.

Politically savvy, Boushehri was long separated from Ashraf, but they remained married and on good terms, allowing him to retain great influence in the shah's regime. He was smart enough to see the brutality and injustice perpetrated in the name of his brother-in-law but was motivated by an altruistic desire to further the Iranian arts.

A year younger than Orson, Boushehri was excited about having an artistic adventure with the great director-and Welles didn't disappoint at their first meeting.

"He was acting," Antoine said. "He was Shakespearean when he tried to impress people, and he was trying to impress Mehdi."

It worked. On December 26, Variety reported that Welles was getting $150,000 to finish The Other Side of the Wind, noting, "Welles has shot most of the pic except the director himself. He does not want to play it and has yet to find somebody to his taste."

Though Welles had flirted with the idea of character actor Dean Jagger as Hannaford, he realized there was only one person who could portray the swashbuckling director. Now needing to hire his lead and having already offered him the part at least twice, Welles contacted Huston, who agreed to a fee of $75,000 for several weeks of work that would commence in Carefree early the following year.



Copyright © 2015 by Josh Karp