They'll Love Me When I'm Dead (2018) Script

Ladies and gentlemen, good evening.

This is the story of Orson Welles' last movie, The Other Side of the Wind.

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

Orson Welles. Um...

Sound roll number eight. Rolling.

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

Scene 58, take one.

What you're about to watch is made up of fragments of the materials that Orson and others left behind.

Many of Orson's films started with a death... and so does ours.

When Orson Welles died yesterday, he was, as he had been most of his life, in the midst of several film projects.

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

He was a giant of a man who made Citizen Kane, who once scared America half to death with his War of the Worlds.

He'd been called a genius almost from birth.

He was reading at two, performing Shakespeare at ten.

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

He drifted off to lesser work and grew enormously fat.

Movies were never finished.

There was this one, The Other Side of the Wind, about a world-famous filmmaker.

Perhaps Welles' vision of himself.

How we sum up a person's life and the truth of that life are rarely he same thing.

Almost any story is almost certainly some kind of lie.

But not this time.

This time, the story of The Other Side of the Wind is being told by the people who were there: cast and crew, friends and family.

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

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

No, Orson denied ever saying that.

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

Our movie starts long before things went wrong.

And they did go horribly wrong.

But it begins at a moment of promise for Orson.

Let's watch.

Mr. Orson Welles.

Every time you'd mention his name, people would say, "What did he do since Citizen Kane?"

Citizen Kane, the greatest motion picture ever made.

He made such a great movie and then...

"Whatever happened to Orson Welles?"

Every list of great films, many of them lead with Citizen Kane and say it's the finest film made.


Do you agree? No, certainly not.

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

- The Magnificent Ambersons? No.

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

That's gonna make history.

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


It would become a last big effort in his lifetime.

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

What will really be the big basic differences between this picture and anything else you've ever done?

Because everything else I've ever done has been controlled, every frame is controlled.

But I would like to take a whole story and make the picture as though it were a documentary. The actors are gonna be improvising.

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

Nobody's ever done it before, you know.

But that seems to me like shooting and shooting, and aren't you afraid the end result won't have any control?

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

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

The greatest things in movies are divine accidents.

"Embrace that accident."

And my definition of a film director is "the man who presides over accidents."

They're these divine accidents.

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

Every time one would happen, boom!

Genius would come out.

Everywhere, there are beautiful accidents.

There's a smell in the air, there's a look that changes the whole resonance of what you expected.

Sometimes I've had those accidents.

I made a picture in which somebody reached through a window in Touch of Evil, and found the egg...

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

But I wanna go further.

Then on the basis of what you've said, it sounds as though the whole thing is going to be a series of your "divine accidents."

If we're lucky. If you're lucky.

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

Which I think can be very exciting, you know?

Yeah, yeah.

Do you feel any kind of resentment for what Hollywood did to you, or failed to offer you?

At the time, Orson had lost his ability to finance his own work in America.

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

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

Orson had been in Europe for two decades.

Because he felt very betrayed by Hollywood.

I think he was permanently traumatized by Touch of Evil.

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

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

That's what you think.

Then they saw a rough cut of it.

They were so horrified that I was fired.

And nobody's ever explained what horrified them.

After Evil, nobody would touch him.

They really wouldn't.

The popular press had forgotten about him.

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

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

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

Orson needed a comeback film... And?

...and it had to be strong.

It's one thing to know what you want, it's another thing to know how to go through the door when it opens.

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

The new Hollywood began around '66.

Bonnie and Clyde, Five Easy Pieces.

Easy Rider.

The kids with beards were taking over.

We are children playing games, when we create.

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

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

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

The studios were collapsing.

When Warner Brothers stopped making cartoons, it was over.

In the new Hollywood, everybody had this incredible reverence for Orson Welles.

He was somewhere between Zen master and God.

I mean, sure, Citizen Kane was maybe the greatest film ever made, but I'm not even sure it's his best film.

Lady From Shanghai. The mirror sequence.

Oh, wow! Wow!

How could you even think to do that?

He was a prototypical independent filmmaker.

Oh, my God, yes.

Chimes is the most perfect film ever made.

The chance to make my films in America's... has been very hard, but I think it's getting easier.

Pictures are becoming more adventurous.

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

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

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

And this is where the story really begins.

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

One day in 1970, near the 4th of July, I was at Schwab's Drugstore in Hollywood.

This is cameraman Gary Graver.

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

Tell us how you met Orson Welles.

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

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

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

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

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

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

I want to talk to you now!

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


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

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

Orson said, "We'll make some tests, and if I like what you do, we'll start a script."

And I was very nervous about it.

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

The tests, as you see here, are shots of Orson sitting in the Beverly Hills Hotel bungalow that he rented, and I was shooting him.

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

The first one was Gregg Toland on Citizen Kane."

He says, "Now you.

So, it must mean good luck.

I would like to work with you."

And we began to make a movie called:

The Other Side of the Wind.

The Other Side of the Wind. What is that?

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

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

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

There is the film which is made by documentary cameramen, which is the story of the last day of the director's life.

And there is the film which is made by the director, which has just broken down for lack of funds.

And these two stories almost simultaneously move together.

So, what is this film about?

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

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

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

The darling of Hollywood who fell out of favor.

The great American film artist...

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

And comes back to Hollywood.

It was a thinly-veiled version of himself.

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

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

Yeah. Bullshit.

Of course it is. It must be autobiographical.

A hundred percent Orson.

No doubt it's an autobiographical movie.

He hated that.

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


Actually, The Other Side of the Wind started because of a conversation I had with Orson.

Who is this man?

Peter Bogdanovich started as a film historian.

And Orson, he was my hero.

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

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

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

And he said...

You know why I was sleepless last night?


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

I said, "What's that?" "Well, it's about an older film director and a young film director, and the betrayal of their friendship."

Not that it matters.

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

Oughta make it right away. Right away.

"I must make it now."


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

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

But this was before all that.

Orson said, "What time is your plane?"

I said, "Three o'clock."

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

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

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

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

Bus Studio, Scene 55, Take one!

The mic all right?

At first, he had me playing a cineaste, you know, a guy who writes about movies.

Mr. Hannaford? Uh, Mr. Hannaford.

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

Mr. Hannaford, uh, in the body of your film work, how significantly would you relate the trauma of your father's suicide?

Orson had me do it like Jerry Lewis. And it was like, "Mr. Hannaford, do you think that the cinema is like a phallus?"

Orson thought that was hilarious.

I did some stuff like Jerry and broke myself up.

He said, "Don't laugh!"

He wanted a free train.

All right, come back! Come back!

Sun got in the lens.

Mr. Hannaford!

Mr. Hannaford?

It's a crazy picture.

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

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

It's kind of a departure in moviemaking.

The Other Side of the Wind is structured around a party being thrown for the director, Jake Hannaford.

This gives him a chance to assert his relevance amongst the biggest names of the new Hollywood movement.

Orson began shooting fragments of this scene, and would continue to do so for the next five years.

Chabrol, take one!

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


...on camera.

But then... For Henry and Paul!

Roll five, take one.

He wanted a fight of two young directors.

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

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

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

Uh, Dennis Hopper showed up.

Dennis Hopper, filmmaker, extraordinary leading actor.

He got incredibly stoned...

...and was debating Jake Hannaford.

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

With the lead role of Jake Hannaford not yet cast, Welles played the role of the director off camera.

Do you believe movies are also magic?


When Elvis Presley was 21, he came to me and said... he's gotta do this fight scene. He says, "I've never hit a woman before.

Gotta hit Debra Paget."

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

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

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

He said that? Yeah.

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

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

Reality is always poor, weak stuff compared to magic.

Orson was a big believer in magic.

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

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

And it's partly, I must confess to you, the fact that you see my nose as it is.

He's really a very handsome man.

He always hides it with different noses. He doesn't like it, he thinks it's too weak-looking or something. I love his nose.

He changes noses? Oh.

In most of the films that I appear in, I put on a false nose, usually as large as I can find.

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

And he had created a wall with these masks, hiding the real Orson.

The Other Side of the Wind is entirely masked.

In other words, the party shot by a documentary crew is in a style that wouldn't have been my style as a movie director.

And the movie within a movie is an impersonation by me of my director character trying to make an art movie.

It's not my film.

It's a film by the character. Yes!

You will see the movie within a movie is not a movie I would ever have made.

There was no plot.

Essentially it was about my character chasing a girl, chasing her around or something.

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

It was pretty clear the film that Hannaford's making is Orson's attempt to satirize European atmospheric cinema.

Which was popular back in the '60s.

And it was very amusing to make, because I had the freedom, the joy, to make a film that is not a film by Orson Welles.


Because it's a film made with a mask.

With this film, Mr. Welles is a professional who's become an amateur.

And it worked.

Pretty much everything he was doing was to save money.

Because Orson paid for the shoot himself.

Gary Graver provided him with a small, proper crew.

Oh, boy!

By the way, Frank Marshall, producer of Indiana Jones, wasn't he part of the crew? Yeah.

It was before I understood what a producer did.

There's a glorious sense of freedom and innocence that Welles was always yearning for.

Because they were making things up as they went along.

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

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

Her name... is Oja. Oja Kodar.

The star and the co-writer of the movie within the movie was a young Croatian artist, Oja Kodar.

She was also Orson's lover.

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

And he considered her an artistic collaborator.

When we first met... um...

I was very young...

To me, he looked somehow menacing.

With his cape... he was a personification of the wind itself.

But I knew the other side of this wind.

Because Orson was the wind that was capable of caressing you, lifting you, making you dance.

Time for a confession.

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

Olga... I call her Olga.

That's her real name, you know?

My father was fascinated by this double life.

It became intriguing and it was not boring, this unbelievable double life.

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

But... that's her choice.

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

Orson had been shooting this material for years with his own money, in the hopes that he could raise more money to finish when people saw what he was shooting.

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

In fact, Orson was sneaking into abandoned studio backlots under assumed names and filming an elaborate critique of Hollywood itself.

Was it vengeance?

The Magnificent Ambersons was the beginning of what we can call... the period of betrayal.

My father was betrayed by a lot of people.

Did he bring that on himself? Who knows?


Whilst editing The Magnificent Ambersons, Orson was practically ordered by the US government to go to Brazil to make a documentary.

And so I arranged to film a voodoo witch doctor.

And I came back to the office and found that, on my desk, in a script of the film... was a long, steel needle.

This was the mark of the voodoo.

While I was in South America, the studio previewed Ambersons and said it was too down-beat.

And they started cutting it.

The editor used to send him telegrams saying, "Come back from Brazil.

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

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

Come back."

And he didn't.

I was fired by the studio.

I never recovered from that attack.

They destroyed Ambersons and destroyed me.

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

He was considered somebody who didn't care that much about the commerciality of a project by many in Hollywood.

Therefore, Orson needed to get financing from untraditional sources.

And, eventually, it worked.

But, regarding the money, it's complicated.

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

Andrés Gómez. Right, Andrés Gómez.

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

We had some money from Gómez, but we needed more.

So, Orson found French producer Dominique Antoine.

Yeah, so I had the money at that time because I had made an association with the brother-in-law of the Shah.

The Shah of Iran.

And he had a dictatorship.

The brother-in-law and I created together a company called Les Films de L' Astrophore.

L' Astrophore.

The Iranian company that was Paris-based.

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

I believe she came with a satchel full of money.

Orson was like the Cat of Cheshire.

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

Money makes miracles. Yeah.


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


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

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

What he didn't have was a leading man.

I remember one time we were in Paris, and he'd already shot a lot of footage without the leading character.

Would you play the director?

Who should play it is John Huston.

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

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


And he's sort of pacing up and down the street, saying, "But why should I give it to Huston? It's a great part, I should play it myself."

If I should ever... get close enough to the pearly gates to have an argument with the man who opens them, I would suggest that the reason to let me into heaven is that I didn't play that wonderful part.

And gave it instead to John Huston.

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

John Huston was the sexiest old devil I ever met.

I'm trying to live... live life as best as I possibly can.

Why'd he want John Huston?

They loved each other, they were brothers!

The thing about Orson Welles and my dad is that they were really able to live up to their own mythology and camp that up a little bit.

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

And that's what they're playing with.

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

John loved Orson Welles.

And he received a call one morning, and he said, "Oh, my God!" And I said, "What?" He said, "It's Orson.

He wants me to come to Carefree, Arizona."

Gary called me at about 10:00 at night.

"Mike, can you be in Arizona tomorrow?"

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

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

To go to the desert in the middle of nowhere.

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

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

"Yeah. That sounds like fun." Absolutely.

I'm in my car driving to Arizona.

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

It's clearly no coincidence that the location that Orson chose to shoot in Arizona is in fact the house next door to the house Antonioni blew up in Zabriskie Point.

On The Other Side of the Wind, Orson wanted to push further than Antonioni.

Orson was the ultimate independent filmmaker.

I was part of a core crew, not of 80, but of six people plus Orson.

He wanted to be in a kind of circus.

Full of young people.

I fell right in the vat of cream.

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

For me to have the luck to work with Orson Welles, oh, it was so exciting, even when it was difficult.

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

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

Everybody's job was really difficult.

I had built sets, schlep sets, hung lights.

This young kid, so anxious to get this thing for Orson that he ran through the plate glass. Shattered it.

Fortunately, I was going so fast...

He was in the living room before the pieces of glass had finished cascading down to the floor.

Oh, it's great. It was crazy.

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

I picked John Huston up at the airport in Phoenix.

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

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

We've been shooting around you." And Huston looked really alarmed. He said, "You've been acting in this picture for three years?"

Write that down, somebody.


I fucked that up. Let’s do it once again.

The little campier still, but masculine.

Once again.

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

And it reflected the process that Orson had been going through in Europe in making his own films.

Welles' exile had meant that he was exiled from the facilities of Hollywood.

I have a different style as a director, because I know of things I can't ask for.

For example, with Othello, there's a fight scene where a punch is thrown, but then production had to shut down while Orson went off to make more money as an actor.

And the reaction shot of the guy getting punched was shot two years later and a thousand miles away.

It worked.

Who would've thought that was possible?

Good evening.

Now... the first thing you're probably asking yourself is, "What is Orson Welles doing as the host of a comedy show?"

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

Starring Rich Little.

I was in the studio doing a routine called "Famous Celebrity Sneezing."

I said, "Orson Welles, sneezing."

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


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

"I never sneeze."

We clicked.

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

He phoned me at home, and told me about this movie, Other Side of the Wind, and would I be interested in playing a wide-eyed, young director.

I said, "Well, great.

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

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

When I was introduced to John Huston, Orson went up to him and said, "John, this is Rich Little.

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

And John Huston said:

"Oh, well, then we're gonna get along fine, because I'm into art, you know."

"No, no, not that kind of impressionist.

He does voices."

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

Orson populated the film with characters based on the icons of the film community.

Like screenwriter John Milius.

Film critic Pauline Kael.

I just want to know what he represents.

And the head of Paramount Pictures, Robert Evans.

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

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

And that's what Peter did.

I'm Peter Bogdanovich.

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

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

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

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


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


John couldn't drive.

And he never told us this.

My camera's gone out. Oh, Jesus!

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

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

It's stopped. The magazine jammed.

The car stopped, too.

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

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

John said to me, "Oh, Rich, you'll get good billing."

'Orson Welles, John Huston, and Rich Little, all drowned'."

This is a picture about the love of death.

You came to my party after all.

Get in. I'll drive you.

This is Jake Hannaford's 70th birthday party.

He died at the end of it.

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

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

Roll tape! 40, David, take six.

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

Mr. Hannaford. Happy birthday, Jake!

The whole documentary, the kind that we're all so accustomed to today, he was inventing.

Happy birthday!

And for that, Gary was probably an ideal cameraman, because Gary was very fast.

Gary Graver was the key person on the film.

He was the closest person to Orson.

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

Orson and Gary, father-son...

No. Not so much.

Orson isn't very paternal. Action.

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

Up! Up! Up! Bossy, yes.

Paternal, no.

Slower! Stop!

Move slowly!

My father Gary's enthusiasm for filmmaking was something I don't think I've ever seen equaled.

Every moment that my dad was not actively engaged in shooting, he looked at that as time lost.

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

And if he was scheduled to be home at 10:00, and it went until 4:00 in the morning, oh, well, he stayed.


Gary did as he was told.

Orson put the camera where he wanted to, and Gary was, you know, just his slave.

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

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

And I had to make it exactly right.

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

You wanted to please him, because you knew he was such an artist.

I mean, anything was possible with Orson.

Everything had to happen right away, even when we didn't quite understand what we were doing.

There was no script.

He was constantly writing it as he was going along.

And fiddy-owney-owney-own!

Sometimes I had trouble understanding some of the lines.


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

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

And I didn't know what that meant actually.

Would somebody please tell me why I'm going to a stupid party with all these stupid dummies?

I had no idea what all these dummies were.

There were dummies out by the pool.

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

But it was like, "Well, why?"

Didn't make any sense to me.

But Orson knew exactly what he wanted.

Every part of it was here.

To Baker, one.

We were doing a scene and Orson said...

Now a midget goes from behind you...

All of you feel midgets touching your feet.

"Midgets running between your legs."

All right. Keep acting?

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

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

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

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

And then walked away.

The rule of thumb was Orson knows what he's doing, don't question anything. Just do it.

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

I'm not sure anybody did, actually.

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

Wasn't a team player.

Realistically, I suppose he was counting down the days until he knew he had to leave.

My three weeks was up, and I had to leave, because I had club engagements that I can't get out of.

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

And I thought to myself, "Oh, my gosh, I'm not gonna be able to finish this part."

Well, here's what I remember happened.

It was the last night.

The film was practically finished.

We were supposed to shoot this big scene.

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

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

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

He had an engagement in Las Vegas.

Allegedly, Orson's secretary had been having a relationship with Rich Little.

He missed his wife and he was tired of working.

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

You don't do that to Orson.

He felt betrayed.

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

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

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

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

It was crazy.

I have replaced actors on the second week of shooting.

But after seven weeks... it's impossible.

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


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

I had to pay off Rich Little."

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

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

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

He is a rough magician, isn't he?

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

He is a rough magician, isn't he?

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

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

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

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

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

Scene three X, take one.

Ah, red light.

No, we... Mr. Hannaford.

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

Start again? Yeah, do it better.

You must deal with every situation. Okay.

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

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

In case you haven't noticed, Peter Bogdanovich went from playing exactly who he was in 1970, a young writer, a celebrated movie director.

My book on Hannaford's been canceled. Indefinitely.

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

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

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

Action? Action.

I had to start directing myself so I could eat!

Cut! Very good. That was good.

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

There's a number of myths about you already, even though you're young. Like the fact that you had a goal set for yourself that you would make a movie at the same age Orson Welles did.

Oh, I wanted... I thought I'd be a failure if I didn't make a movie at least by the time I was 25, which is when Orson made Citizen Kane, and I was a disaster 'cause I didn't make one until I was 27.

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

Their relationship started as mentor/mentee.

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

You're as successful as you are and you have a gorgeous lady, as you do have.

Cybill, uh...

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

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

A guy has to learn to hate you.

Bogdanovich had outpaced his mentor.

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

I'm Orson Welles, he's not.

What's wrong? The future.

What's the matter with it?

We cannot all be masters.

Nor all masters cannot be truly followed.

I remember, we were sitting at lunch one day, and on top of the refrigerator was this industrial size bag of Fritos.

Orson tore the top of it off, poured most of the contents onto the kitchen table, sat down, took a big bunch of Fritos, put it in his mouth.

So, of course, I did the same thing.

Absolutely out of the blue, Orson just turned to me and said, "If anything happens to me, I want you to promise me you'll finish the picture."

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

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

"I know, nothing's gonna happen."

Hey, why pick on me?

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

The film deals with the betrayal of friendship.

Movies and friendship.

Those are mysteries.

He tested people with that.

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

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

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

It was all within Orson's control.

And he was creating an inevitability.

She's gonna say I stole everything from you, skipper, I'm never gonna walk away from that.

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

What we must never do is borrow from ourselves.

We winked and nodded at each other, which was like, my God, this is going to happen.

This inevitability is going to occur.

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

You have no choice.

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

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

There was a scene in which Hannaford comes into the party with a blond teenager on his arm.

She was pretty young.

What was her name, Mavis Henshaw?

What's your name, sweetie? Mavis Henscher.

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

Want me to bring you another scotch?

And we just went... “That's Mavis.” She didn't know who Orson Welles was. She didn't know who John Huston was.

And there were times when their combined energies could barely get a performance out of her.

Ready? Thank you. Action.


Oh, I thought he was gonna say his part first.

You say it. All right.

Say it.

Gee, I don't know, I have school tomo... No, wait.

Absolutely dreadful actress.

But why would Orson wanna do that to himself?

She's kind of a Cybill Shepherd take-off.

Was she?

Oh, okay.

Clearly Orson was giving Peter a hard time about his relationship with Cybill Shepherd after Last Picture Show.

Cybill was 19, I think, when Peter discovered her.

With Orson, you never quite know what is gonna happen.

Peter said, "Orson's making fun of me and things I've said to Cybill."

Tomorrow's Sunday, Mavis. Pardon?

You'll be flying down with us to Mexico.

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

I'll, uh, write a note to your teacher.

That's it.

I was supposedly, like, his girlfriend and I was really young, and he was very old.

He's like, "Mavis! Mavis! Come here!"

It was... It was very strange.

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

You could be right at that. Well, she's always right.

Excuse me, fellas, I think we have a confrontation.

Once again. John? Yeah.

You took a look back at the girl after "She's always right."

Excuse me, fellas, I think we have ourselves a confrontation.

In this story, Hannaford takes away this blond girl from Peter's character who’s kind of a crude, sexual power play.

We like your little friend.

"We like your little friend."

She's mine.

Cut. Again.


He thrived on friction.

So, the old man can still score.

How he scores and who he scores with, now that, my friend, gets us into some very interesting country.

I think Orson was fascinated by this macho thing.

It's part of where the concept of The Other Side of the Wind was even born.

The whole mystique of the, uh... the he-man.

This picture we're gonna make is against he-men.

The initial conception of The Other Side of the Wind, that it was gonna be a little bit of a satire of an obsessively masculine character, like Hemingway.

So, it's no coincidence this film takes place July 2nd, the date of Hemingway's death.

Hemingway? That, uh, left hook of his was overrated.

And the character displayed certain tendencies of, perhaps, latent homosexuality.

He wants to fuck him. He wants to fuck his leading man. Don't you see that?

Don't you see that there in his movies? And he can't acknowledge that.

Orson was very comfortable with himself and his feminine side.

But he could fall right into a guy-guy role.

I think Orson was always kind of interested in that duality in men.

You've had so much written about you, and you were so far ahead of your time in achievement.

Has your success made you less willing to challenge than you were in those times?

Oh, I think not at all. I think I'm much more of a... of a renegade than I was then.

In what way? Oh, in about every way.

The best scene I've seen in The Other Side of the Wind is the sex scene in the car, from the film within the film... which is seven minutes long in the version Welles edited.

Yes, it's long, long.

Everybody talks about the sexy car scene.

I remember it having quite an impression on me.

I remember being in my mid-teens, and having the screening of this footage.

The footage of Oja was remarkably erotic.

Of her in a car uh, with a hose being poured over the car, creating all these droplets and the... the windshield wipers going.

The car never moved, and they had a couple of guys with hoses.

Hundreds of feet of garden hoses.

We robbed water from all of his neighbors.

I did all the little things on set.

And Orson yelled down to me, "Hey kid, pick up that hose and make rain."


One of our paraplegic friends was pushed down the road, holding two lights in his hands, impersonating car in a motion.

The movie inside the movie, it's about love, about sex, about desire.

It's incredibly hot.

And it's unlike anything he'd ever done.

His earlier films were rather prudish in their treatment of sexuality.

He was, he called himself prudish.

And he didn't think films needed nudity.

Come, Desdemona.

I have but an hour of love to spend with thee.

Orson felt that explicit sexuality was distracting from the art in the narrative.

He said, "It just shows a lack of imagination."

He never talked about sex.

That's why Oja such a shock.

I think the things I contributed to his creativity was the eroticism.

I introduced the sex.

I ask Orson, "How do you want me to do this?"

"Well," he said, "any way you feel like it. It's your story."

So, I thought what kind of female I should be.

So, I decided to be a praying mantis.

Wow, my word!

She sat on his lap and made love to him while her character's boyfriend was driving the car.

Her chain beating against her breasts.

He ask Oja, “Give animal look.” I still remember the fantastic color, the rhythm, the pulsing rhythm. It’s like a cinematic equivalent of an orgasm.

But he shot that over, like, a three-year period.

He shot part of it in his driveway in Los Angeles, and then he shot more of it in his backyard in France.

At one moment, it's Gary Graver with false hair, playing the young guy.

The film is an exploration of Orson's desire.

The writer Peter Bartel described The Other Side of the Wind as

"a desperate venture shared by desperate men."

As production lagged on, the financiers and the crew became restless.

Gary would be pleading with Orson, "I gotta eat."

Once in a while, Gary would actually have to work to make money.

Gary would take other jobs in B movies, just so that he could afford to work for Orson.

He's the only guy I know who worked with Orson Welles and Ed Wood.

Gary shot this film, One Million AC/DC.

It was the world's first bisexual dinosaur movie.

What's that?

Don't worry, it can't eat us in here.

It’s not what Gary wanted to have as his trademark in his career.

The Other Side of the Wind was the film.

This was gonna be his claim to fame. This is the one that would take him to new heights.

Orson said, "Gary, if you get a job on another movie, you come to me.

If I need you, you can't do it."

Ultimately, I think he found the easiest path towards making all this work was to do adult films.

Gary did a lot of porn.

Hundred or so films that he never wanted to have his name associated with, he worked under an assumed name.

Akdov Telmig.

That's "vodka gimlet" spelled backwards.

He was shooting these semi-porn movies and he asked me if I wanted to be a part of this one called 3 A.M.

I think that was... it had pornographic elements to it.

And Orson knew that this was important to Gary, to get this movie done, so he wanted to help him.

He came over and he was at Gary's house, and they cut it together.

And Orson ended up cutting the shower scene, yeah.


Excuse me.

Oh! Yeah, it's totally true.

Orson was very decisive. He was very like, "Okay, we need to cut here, we go there."

There was no pharumphing around.

It was like, "I need to get this off the docket, so I can get Gary back to work again."

Gary's work never ended.

He got worn down on it, for sure.

I think there were two occasions that he was hospitalized for exhaustion.

He just physically was collapsing.

Now, Gary. Gary?

You all right, Gary? You feel all right?

Yeah, I'm all right.

I think he might have thrown the towel in with any other director.

And he would try. He would tell Orson, "I can't." But somehow, Orson would always find a way to get him to change his mind.

The costs were tremendous.

You don't go through multiple divorces unscathed.

Orson would push you to the point where you said, "Fuck you, fat man, and take that legend and shove it where the sun don't shine."

And just at that moment, where he could feel that he had gone too far, he would wrap his arm around you and basically say, "Have I told you what a great job you've been doing for me lately?"

There's no doubt about it that he seemed to be doing everything he could to alienate as many people as possible.

But why? What is all that about?

It's strange.

I fear dying before I have accomplished something that I'm... not ashamed of, that I'm even a little proud of. I'm afraid... that I will be taken away before I have justified the luck and joy that I've had.

Relax totally.

Relax your face, sad, empty.

Empty. Now say, "Many happy returns," so I hardly hear you.

Many happy returns.

You pronounced it too carefully.

Many happy returns.

There is a... inconclusiveness, or a lack of definition that is basic to this effort of Orson's.

You know, was it some sort of endless odyssey?

We'll never know.

Orson knew what he wanted. He knew.

Take 21. Action.

What happened to the lights?

But, unless you have a brain that works like that, how does anyone else know?

It was this circus of scattered souls.

We were totally out of reality.

What was happening on the set was so much like what was happening in the movie.

It was like, "Wait a minute. That's Orson.

Is it? Orson, is that you?" "No, that's John Huston. It's not me."

John didn't know what Orson was doing.

He said, "I just can't figure out what the hell he's putting together."

Come forward with your matches, looking, everybody, quickly.

But it's Orson, it'll be something.

Test one, take one!

Keep moving here.

One night in particular, I was listening to John and Orson, and John was saying, “What the hell is this movie about, Orson?"

And Orson said, "It's about a miserable prick.

This is his swan song.

It's about us."

My father felt that film was a sort of slightly vulgar art-form.

He made one for them and one for himself, and was able to play the system, more like a poker player.

Orson couldn't have been more different, yeah.

My father was such a perfectionist, and movies were his canvas.

Every shot of my father's movies are a painting.

And Orson's line was that Huston was willing to sell out.

I kept waiting for my big scene with John Huston, the one time he was supposed to really interact with me.

One day, we were shooting and I said, "Where's John?" He hadn't been around for a while, and one of the crew said, "He's off making some little film somewhere."

It was a huge success.

“Masterpiece,” they called it.

It was wonderful for my father. A Kipling story in the Atlas Mountains was heaven, heaven on earth.

But to think that, at that moment, the industry is not paying the same amount of respect to Welles is sad.

He once turned to me and he said, "Citizen Kane is the greatest curse of my life.

Every time I do anything, people start comparing this to where it stands vis-à-vis what they call the greatest American movie.

This is my curse."

No other director has ever been held up to such an impossible standard.

What The Other Side of the Wind is about is, in a sense, a bookend to Citizen Kane, about the tragic end of... somebody who had become great... and then had lost his place in America.

Well, you know, Orson said...

"No story has a happy ending, unless you stop telling it before it's over with."

The tragedy of The Other Side of the Wind started with Andrés Vicente Gómez.

He was our Spanish co-producer.

I'm not sure how much I can say about this without getting into... um... muddy legal waters.

Yeah, I was there and I really, to this day, don't know...

Whoa... Oh, wait a minute. I do know.

Oh, this story I can't tell.

Andrés Gómez had supposedly put up a couple of hundred thousand dollars towards production costs on The Other Side of the Wind, and was on the set. He left, and we were told that he was going to pick up the next tranche of investment, something in the order of a quarter of a million dollars.

We were running out of cash and we kept, "Where's Andrés?

Where's Andrés? When is he coming back?" Well, he never did come back.

I've heard that he vanished with some money, but I don't know if that's true.

I don't know... He may have vanished with his own money.

The problem is everybody got their information from Orson.

Nobody has direct evidence of how the money disappeared.

I read that he blamed me 'cause of the finance fiasco, which is totally untrue.

I made a settlement with him.

There was no complaint, there was no anything.

If it was true, why didn't they make any claim to me, you know?

It created chaos. I mean, suddenly we're not filming.

And then we're even blaming each other.

You can imagine what happens to morale.

And then we're just all sorta, "What's Orson gonna do?"

Mark it.


Orson certainly was having trouble getting the film finished, and when the production had to move to Los Angeles and needed interiors that could work to double the Arizona house, Peter had Orson move into his house in Beverly Hills to shoot there.

What happened is, I think Orson sort of took advantage of that.

Peter told Orson he could stay at his house for maybe two, three weeks a month.

Right on!

Well, he stayed on and off for three years.

Right on!

Peter and Cybill Shepherd were living in the east wing.

It was a very large house.

And he ate a lot.

Ah, the French champagne... has always been celebrated for its excellence.


He had to have them all the time.

He got very angry if there were no Fudgsicles.

And I had strict orders never to disturb him.

And then I smell smoke one day.

He was in the downstairs guest room.

And I followed it down up to the door and tap-tap-tap, "Orson, is everything okay?"

"Yes, it's taken care of."

He'd put a lit cigar in his robe pocket.

He was miserable.

He was never as fat as he was then.

And it was because of the movie.

Over time, Peter gave more to Orson than he ever imagined he was going to give.

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

I'm not.

It's really embarrassing because he's broke.

Don't think I'm not ready to...

Don't think I'm not ready to put up a fight for you.

I think, for a long time, you could sort of justify, "Well, Orson needs me.

I'm helping him, maybe something good will come out of it."

It's you I'm thinking of.

God, I don't... Don't touch anything.

"It's you I'm thinking of." Right into the door, that one.

It's you I'm thinking of.

At a certain point, it was like, it should be time for Orson to... to go, but Orson's not going, and how do I sorta... try to tell him to do that?

We who somehow glow a little in his light... the fireflies, he does quite often swallow whole.

It's a fact that some of us, he chews on rather slowly.


Orson commandeered Peter's screening room and turned it into his editing suite.

There he worked all hours, piecing together The Wind.

This is a Moviola.

It's a machine for editing film.

Orson decided on a completely new approach.

Orson cut it.

He cut it, every take, in a lot of parts and he reconstruct it. Action!


Curtain. A film is... never right until it's right musically.

I ended up working as an editor. Cut!

I spent six months on what I call the bathroom orgy scene.

There were 500 edits.

And I spent six months with him editing two frames here, five frames here, six...

He kept editing it a little bit more and a little bit more.

His whole concept of The Other Side of the Wind was evolving, that's what he said. I said, "Well, how can it be evolving now?"

He said, "It's all in the editing."

I've never forgotten.

"It's all in the editing."

The jigsaw pieces were separated by breaks in time.

Jesus, with all your troubles, what's one lousy leading man?

There was no way for the picture to be put together, except in my mind.

Jesus, what's one lousy leading man?


It was funny, 'cause, after all that, Orson still wanted Hollywood to embrace him.

And I think he thought that the AFI uh, Life Achievement Award was going to be that moment.

The American Film Institute presents a salute to Orson Welles.

I was the Founding Director of the AFI.

I started the Life Achievement Awards.

To salute an outstanding individual for his lifetime contributions to the art of motion pictures.

We concluded that Orson should be the next recipient, but The Other Side of the Wind intruded.

Peter was my medium.

Stevens called me.

Peter said, "Orson would like to show something from his new film, The Other Side of the Wind."

I said, "Fine."

It was a big deal, because we were trying to sell the movie then.

He was trying to sell the film.

He thought he was going to get the money to finish it.

Which was not unreasonable, but it would grow ever more complicated as we got nearer to the time.

Nobody exceeded Orson in charm when he turned it on and he came to play.

This was all of Hollywood there.

What a better forum to present the movie at? I mean...

Now, how about a look at the future of our gifted friend?

The Other Side of the Wind.

It's about a celebration in honor of a famous movie director who is not Orson.

And all of the movie freaks and filmmakers in the world are in at this bash that I'm talking about, including a brilliant young director who, by another coincidence, is not Peter Bogdanovich, but is played by Peter Bogdanovich.

Orson thought the AFI was that moment where everyone was going to give him his just desserts.

This picture is beautiful.

And so are you, dear Orson.

This honor I can only accept in the name of all the mavericks.

And don't imagine that this raggle taggle gypsyo is claiming to be free.

It's just that some of the necessities to which I am a slave are different from yours.

He was not sucking up to the audience.

He was basically saying, "Fuck you," to the audience, "Why haven't you acknowledged my genius today?"

Let us raise our cups then, standing as some of us do on opposite ends of the river, and drink together to what really matters to us all.

To our crazy and beloved profession.

To the movies, to good movies.

To every possible kind.

Orson makes a great speech.

And then he worked in a clip of his new film.

The scene... that you're going to see takes place in a projection room.

Waiting there is the big studio boss.

The stooge is trying to sell the unfinished movie that Jake is making, for which he needs end money.

I just think it was sad.

He was practically begging for money.

What happens here? I'm not really sure, Max.

You... You better ask Jake. I'd better read the script.

There isn't one.

Jake, he’s just making it up as he goes along.

He's done it before.

Nobody gave him a dime.

He thought he was going to attract somebody who would open up the vault and say, "Whatever you need."

And he didn't get it.

All right, go home! Who gives a shit?

You stiffs can put all this stuff together. We'll have our own movie.

A real movie!

A real movie!

Maybe she just don't love us like she used to.


Orson said to me once that, "Los Angeles is the only city where every road leads to the airport.

If you're here, Hollywood can't wait to get you out of here."

The clouds around our film were gathering from all directions.

The new Hollywood ended around '75.

Star Wars and Jaws were blockbusters, not personal films, and changed the atmosphere.

I did have the chance, right after the tribute, of reviving my career in America.

But it was destroyed by the Iranians.

Iran's Islamic revolution.

Many foreign-owned businesses and their assets confiscated without payment.

Financing got into deep trouble.

The Iranian company, they simply shut off the spigot.

You see, the Shah himself was the brother-in-law of our producer.

When he was overthrown by the Ayatollah...

...the film was confiscated by somebody...

Well, here it is... if anybody wants to see it.

...and sent to a vault in Paris.

The Iranians attempted to move it out of Paris only two months ago.

Orson sued to finish his film.

Then, you know, he got fucked.

The French court locked The Other Side of the Wind in a vault.

Orson couldn't have access to the film.

When you hear the cry, "Death to the Shah,"

it doesn't come entirely from the Iranian people.

Now, pretty much everything was shot by this time.

And Orson was heartbroken.

I didn't wanna... don't wanna be introduced, because I don't want this to seem like a formal occasion.

That stops right now.

Stops right now. Back.

About ten feet, you get a much better shot. Zoom.

Sir, my question is a little bit personal.

What are the greatest events of your life in relation to your work as a film star?

The greatest moment is always when you know the money's in the bank.

The point is, you have fallen in love with an impossible medium, because it's so hard to get the money for your pictures.

It's so hard to get the distribution.

I believe we should work in the constant recognition of the fact that we are lucky to be working, and that our luck is too great to confuse it with ultimate justice.

Particularly, since any intelligent person knows that there is no justice in the world.

Of any kind.

My God, it's vodka.


That's all. Don't go on shooting me laughing and saying nothing.

Come on, I don't want... I don't want footage of myself...

Sometimes I try to imagine Orson having different bedrooms in different hotels.

And the door to this room is locked. And under the bed are hidden boxes and boxes of film.

Who knows?

A number of the things you've done, films you've made, have gone on for a very long time. You've come back to them, picked them up.

Yeah, there are only two main projects which are unfinished.

Don Quixote.

And the other one, which has been much longer is The Other Side of the Wind.

I don't know how many other pictures Orson's got somewhere that were never finished. A few, a few.

The Deep was finished.

He just needed to loop the actors.

But he never did.

The Merchant of Venice. If you are listening to Orson, the sound was stolen, that's the reason why he didn't finish the picture.

The Dreamers.

The Dreamers was a major project that would've been a really beautiful film.

Do you like to finish a picture and be done with it?

Are you happy when it's all done and cut?


No, because you always hope you can make it better.

I hate every kind of goodbye.

And every time those lights go out, it's a little death and a little goodbye.

I have a feeling, for which I have no evidence, that he never wanted to finish The Other Side of the Wind.

I always thought that we would never finish the film until he died.

Because... he felt that if we finished the film he would die.

On the other hand...

This question:

Orson did not like to finish his films.

There is really no logic in it, because not to finish his films would have been suicidal, and Orson loved life.

And life for him mainly consisted of making the movies.

It implied that he would act in other director's movies in order to finance and to direct his own.

Then just before the end, he would throw away all this money and effort, which he invested into his film, for the sheer pleasure of not finishing it.

The myth of him not wanting to complete his films is complete and total nonsense.

Such bullshit.

He wanted to finish them correctly.

I mean, look at the movies that were finished.


One can only imagine what the pain and suffering he endured through the years when he did finish.

Kane. Othello. Macbeth.

Stranger. Mr. Arkadin. And The Trial.

Touch of Evil. Lady from Shanghai. Immortal Story.

Chimes at Midnight. F for Fake.

And, of course, he did everything to continue with The Other Side of the Wind.

I used to see him at Ma Maison, a French restaurant in Los Angeles.

He would eat there seven days a week.

He'd go to Ma Maison for lunch.

He had his own table, and there was mostly business involved. I mean, like Burt Reynolds.

Jack Nicholson.

Henry Jaglom was a regular.

I'll finish this. Yes.

Chewing the burger.

He wasn't the ogre everybody thought he was, at all.

This weird notion that Orson was sitting around Ma Maison doing fuck all is insulting.

Miss Tracy. Prepare the standard rich and famous contract for Kermit the Frog and company.

We'd had all these lunches and we talked about everything.

And he was focusing on getting the film back so he could finish The Other Side of the Wind.

We created a company called Weljag.

And we lied and we claimed to have several million dollars to pay the Shah of Iran's brother the million and a half he was asking for.

And that would free the film.

He was outrageous. He was willing to completely lie, because he didn't have any respect for the stupid process that had held his film back.

So, we went and we testified.

The great part of the film was made before there was a partnership with the Iranians.

We were appealing on the basis of the Code Napoléon, that says the artist owns the film.

It's close to being finished, but the failure of the Iranians to pay the money they were supposed to delayed us for years, and several actors died.

That's what his whole focus was, finishing The Other Side of the Wind.

And then the French judiciary announced the producer owns the film.

Not Orson.

So, he's back to stage one.

You have to protect yourself.

There are subjects we don't think about.

You know, it's like avoiding the mirror.

I don't much like to look in any form of mirror.

In Orson's life, there's a sense of the essential untrustworthiness of people.

It's a world view, and that really does run pretty well through everything.

After that, I knew I couldn't trust him.

He was mad.

Betrayal was key to all of Orson's work.

They're mostly about two guys who love each other, and one betrays the other.

Gosh, this is difficult territory, but it must have stemmed from something in his life.

Actually, it starts as early as you like.

There are a number of betrayals in Welles' childhood...

I don't like a pair of eyes...

...that were absolutely fundamental to him, formative to him.

...staring at me.

His childhood was a mess.

With no look in them.

His mother died, died on his birthday.

And then his father was a drunk.

He told his father that he didn't wanna see him unless he was sober.

His father died.

Suicide, take one.

Welles was convinced his father committed suicide.

"Would-be suicide?"

Drank himself to death in a hotel room in Chicago when Welles was 15.

Announce it again. Suicide, take two.

This was the greatest source of guilt in his life.

And he said, "I don't think you can get over your guilt."

He said, "You have to live with your guilt."

This treason... is a theme that you use in other films.

Either people betray their best friends, or they betray their values in which they believe.

Yes. Uh...

Which is worse, do you think?

I suppose it's to betray the values in which you believe.

There we are!

Now we found the difference between us.

To me, the worst thing is to betray a friend.

We were very close for a while.

And I loved him, and I think he loved me.

I like him. I like him very much.

I consider him a true friend.

And I ask you to welcome him. Burt Reynolds.

But Bert Reynolds and Orson, they said a couple of not very nice things about me, on television.

We have a mutual friend, of course, Peter Bogdanovich.

That's right. As a matter of fact, you have me to thank for the fact that you were asked to be in the picture which was probably the least successful of any in your past.

My feeling was that the picture needed you.


No, it needed a lot more.

That's right.

I had the distinction of getting him on this show and having him host the show.

How did you get him off? Well, that was the thing.

This is the one that hurts.

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


Remember when you first appeared on that location of mine?

Yeah, I didn't even have fare back home. Just that... secondhand tape recorder.

A raggedy-ass kid.

So, I wrote him a note in which I said, "I tuned in last night to see what you think about me and I guess I found out."

And he sent me back a envelope...

The envelope.

...with two letters in it.

One said he was absolutely horrified and that he felt he'd betrayed our friendship.

And the other letter said I deserved it.

He said, "Take your pick."

What'd I do wrong, Daddy?

You can kiss my sweet ass.

Last Picture Show, Paper Moon.

Some of those early films. They said, "Bogdanovich is the best we've got. He's on his way."

They don't say that anymore.

What happened?

Peter, due to personal situations, ended up on the rocks in a number of ways.

But Orson was way beyond being on the rocks.

Orson was the rocks and the waves and the wind.


Many years later, we started talking on the phone again a bit.

But it wasn't the same.

And I said to him, "I feel like I made so many mistakes."

And he said, "Well... it does seem to be impossible to go through life without making a great many of them."

He died within a week later.

Our next speaker has been Orson's friend and cameraman for about 15 years, and a friend, very good friend. Underline.

He worked on The Other Side of the Wind and F for Fake...

At the memorial, Gary broke down.

That was a big piece of his life gone, you know?

He had more contact with Orson than he did with his children.

The thing that's sad to me really is that I wanna talk to Orson.

I wish I could talk to him and tell him a lot of things right now. That's... that's what probably makes me feel saddest of all.

It just broke your heart.

He said stuff like, "I don't know what to do tomorrow." You know?

And, uh...

He said, "I wake up every morning, what I do is I call Orson and he tells me what I'm supposed to do today.

And I don't know what to do tomorrow."

Gary ended up with Orson's ashes in the trunk of his car for a year and a half, waiting for... where are we gonna bury him, you know?

I'm sorry for all the... great things that Orson did that were never shown.

And that's why I keep after you, Gary.

I keep hoping The Other Side of the Wind will be released.

This... This is what we started The Other Side of the Wind with.


And then Orson could look there.

There was a work print amidst Gary's belongings.

And he did try to cut the movie before he died.

But... without Orson, it didn't track.

Gary would have the story perfect in his head, he just couldn't get it on film.

But without any doubt, I believe that my father would've immediately answered "yes." Yes.

That he would do it all over again.

A lot of people wanna see The Other Side of the Wind get made.

It is the greatest movie never released, you know.

What did Orson really mean by it?

What is its... its true form?

It's an eternal quest.

I shot Someone to Love, which is Orson's last movie as an actor, before he died.

And he turns to me and he says...

"We come into the world alone, we die alone, we live alone.

Love and friendship is the nearest thing that we can find to create the illusion that we are not totally alone."

So, I'm working on that, after Orson died, and I get a knock on my door. And it's John Huston.

He says, "You have footage of Orson that I haven't seen."

I said, "Well, I'll put it up for you."

As far as this movie is concerned, it seems to me you've got your ending.


Because we have come to the end.

I'm glad you came today. So am I.

Thank you. Stay a little longer?

Really can't go on recording this.

Why? It's got too sweet.

I'm not gonna say "cut."

I'll say "cut." I'm a director.

Say it... Cut!

Say it into the camera. What?

Say it into the camera. I did.

Can you do it again?

You want me to say "cut" again?

Into the camera... Wants to improvise and do it twice. Cut!

Huston turned to me and he said, "He let you do that?"

He said, "Oh, that's wonderful. I've always wanted him on film laughing.

That was so... "And he started crying.

He started crying, Huston.

Watching Orson laughing.

Clips of films, the cans, the years of work and ideas.

Did Welles see it all as an endless loop full of sound and fury, signifying nothing?

Or, perhaps for him, failure was simply a more interesting ending.

Orson talked about ways to re-imagine The Other Side of the Wind.

How did he put it?

Supposing, during the course of the picture, that it turns out that it's more interesting hearing the actors and myself talk about it than making the picture. That will be the picture.

Oh, maybe that's what he was talking about.

Maybe he was saying that The Other Side of the Wind was like a documentary.

At one point, he was talking about turning it into a documentary.

Yeah. Oh, yeah.

As he always had done, innovating with the form.

You were showing people making a movie.

So, it was like a documentary.

See what I mean? It's that... It's that free.

Maybe it isn't even the picture.

Maybe it's just talking about making the picture.

We're just gonna go.

Let me show that again.

Maybe it's just talking about making the picture.

Well, that makes perfect sense to me.

I remember him talking to me about that.

It's all in the editing.

The Other Side of the Wind and his life were inseparable.

The whole documentary that we're all so accustomed to today... he was inventing.

Well, who's gonna watch this film?

What kind of people do you think are gonna be your audience?

That's a wonderful question.

I hope everybody.