"I am Peter Bogdanovich and I'm going to be speaking about Paper Moon," "billy Friedkin, Francis CoppoIa and I had a company." "There were three Directors Company films." "This was the first." "That typeface," "Paper Moon, the logo," "polly PIatt, the production designer, found in Kansas while scouting locations." "It's very Thirties." "It was Tatum's first picture." "I had already made What's Up, Doc?" "with Ryan." "LaszIo Kovacs, polly PIatt and Frank marshall, who all worked on this picture, had all worked with me before on a couple of pictures." "The title of this book, on which the movie's based, was Addie Pray," "I was looking through a list of songs of the period and there was this song called lt's Only A Paper Moon," "Those two words, "Paper Moon", jumped out at me." "We actually had to put a scene in the picture where she sits in the paper moon to convince the studio." "alvin Sargent did a great job on this screenplay." "The picture begins in a cIose-up." "actually, the original script began in a movie theatre, where Tatum's character was watching a shirley temple movie." "I thought we should begin at the funeral, and I thought, just in case anybody doubted who the movie was about, we should begin in a cIose-up, so they get the point." "This was actually, I think, the first day of shooting, when we did this." "We tried to shoot pretty much in continuity." "We did this with a red filter." "A Iot of the film was shot with a green or red filter, which both John Ford and Orson welles had told me was a good way to get contrast in black and white." "We threw this in at the Iast minute where he steals the flowers." "We'd have liked more clouds in the sky." "What could we do?" "We had to shoot." "There's overlapping dialogue here that we had to rehearse a few times." "A wonderful actress from Texas." "She played the woman who takes over the movie theatre in The Last Picture Show," "wonderful actress." "Brought her in from Texas." "This location was a graveyard we found in around Hays, Kansas." "That's the only line in the entire picture that we looped." "We did it afterwards." "Every other line in the picture was recorded live." "The whole picture was shot in and around a 50-miIe radius of two towns." "One, Hays, Kansas, right in the middle of Kansas, we shot a Iot of little towns around there." "Then we moved to St Joseph, Missouri, where we shot a Iot of other stuff." "This was shot in Hays, early on." "also, polly PIatt and I had driven across the country in the mid-'60s, and we'd noticed that there were no hills in Kansas, and so we thought, when we were confronted with this," "we thought it wouId be more interesting to do it in the middle of the country, rather than the South, which is how it was written, as a southern story." "With Tennessee williams and william Inge and so many southern writers, including FauIkner, it'd be more interesting somewhere else." "This was shot in Kansas." "We had to, of course, straighten out the backgrounds, so that we made sure there were no anachronisms." "AII done in one piece." "It's a great sky in this shot." "This is all in and around Hays, Kansas." "We didn't do too much to have to make the period, make it to find no anachronisms or to erase them." "But, every so often..." "Now, this depth of field you see with noble WiIIingham, who played a small part in The Last Picture Show and I brought up from Texas, that depth of field was done with wide-angIe lenses." "We did that a Iot." "We wanted everything in focus." "It's hard to do, you have to put a Iot of light in it." "I Iike the idea of everything in focus, because it's the way the eye sees." "Orson welles had done that brilliantly in Citizen Kane and two other films, where you could see everything, Ambersons and Touch of Evil," "I Iove the way that looks, but it takes a Iot of light and you have to use wide-angIe lenses." "We did a Iot in this picture." "I'II point it out as we go through." "Of course, shooting the picture in black and white was something" "I decided that we would try to do, because I felt that both Ryan and Tatum first of all were both attractive, blonde, bIue-eyed, and I thought they'd look too good." "I also thought too movie starish." "And I also thought that, as on The Last Picture Show, it wouId be a Iot easier to convey the Thirties, very much of a black and white period, in black and white." "It would look too pretty and too much like a movie in colour." "So, I said to the studio that I wanted to do it in black and white." "See the depth of field there?" "She's sharp and so is everything you see behind her." "Now, here's a good example." "Everybody's in focus." "He's in focus, the fellow in the foreground and Tatum." "On the reverse from the window, we had two kids playing in the back." "We put them back there, so that they would be in focus, too." "also, of course, the contrast between two happy kids playing in their yard and Tatum standing on the tracks." "This was a real a real railroad shack in Kansas." "I told the studio I wanted to use black and white." "They said, "Why?"" "Gorham, Kansas, it really was Gorham." "They said, "Why?" and I told them." "They said, "OK."" "luckily, I'd had a big success with The Last Picture Show," "What's Up, Doc?" ", which we made with Ryan and Barbra, was playing in theatres, so I guess they figured I was doing something right." "So they let me do it without much of an argument." "Here's a shot where we built that movie theatre, the facade of that movie theatre across the way so we could see its reflection, and in the cut inside as the waitress turns, you'd see it outside." "There was a movie theatre somewhere in Kansas called Dream." "I thought that was a marvellous word that summed up a Iot of what movies are to people." "Like dreams." "So we called it Dream." "polly designed the facade." "It's playing Steamboat Round The Bend because that was a John Ford movie of 1 935, and will Rogers' last movie." "And also a kind of a a middIe-of-the-country kind of story." "Ryan's on the Ieft, Tatum's on the right." "In order to turn around and shoot the interior, which we needed, we're still over here on this side." "As he moves, on the movement we cut to a direct reverse, you see?" "Now he's on the opposite side." "Audience never notices because of the movement." "Howard Hawks once told me," ""always cut on movement and the audience won't notice the cut."" "A good way to go to a direct reverse is to do it on a cut like that, where the actors basically switch sides." "But we needed to be on the inside so we could see people reacting when she starts talking about the $200." "I told Ryan to have a big bite of cheesecake in his mouth so he'd have trouble talking!" "Everybody has to turn and look around." "We had to be on this side." "This is where the audience fell in love with the picture, in this scene." "Every time I saw it, they'd watch, they'd be interested but didn't know if they liked it." "When this scene happened, this is where we got 'em." "Every time." "There's a fly flying around." "Ryan's annoyed by it." ""It'h pothibIe!"" "I think that I've been saying, "It'h pothibIe" ever since then." "It's a kind of a joke in the family." "Now, Ryan plays this whole long speech without a cut." "Get in the Nehi and the Coney island." ""Coney island" was a middIe-western term for a hot dog." "It's a Iong speech to do without a cut." "It works because it isn't cut." "Again, you see how she's sharp in the foreground and he's sharp." "That was something we wanted to do for the whole picture." "I told her to take her time with this." "Tatum and I worked closely together, helping with the lines." "This cIose-up coming up here, I said, "play this line like John Wayne, darling."" "I said, "Just, 'Then get it.'" ""Take your time, you got him by the balls."" "And she laughed!" "I remember she went, "Oh, Peter!"" "And, "You know you got him, so take your time." She did." "A great, "Then get it."" "You see she's walking on the tracks now, quite happy." "We got a good sky there." "Again, this sequence coming up was two scenes originally." "It was a scene where we find out about the bibles and how he prints them and does all that." "And there was a scene where you see him trying to sell a bible and see how he does it." "As I was going through the script, I combined the two scenes, so that Tatum would be discovering how...he does the thing, and with the bible, at the same time he's selling a bible." "So we combined them and played the sequence from her point of view." "You see it from her point of view, even that shot we had a minute ago where she rides up in the seat and the camera comes up to see him." "AII this is her point of view, done very consciously to put the audience in her head, studying and learning how he did it all." "alvin was happy when I showed him and said, "That's good movie-making."" "It was a good way of telling the whole story economically." "Everything she does here is to help the audience understand it when you see it from her point of view." "And then you hear him doing the whole thing, which originally was a whole separate scene and she wasn't in it." "She reads it, she figures it out just as he says it." "And it dawns on her." "And he does his smooth salesman thing." "The audience loved this because they were discovering it as she did." "polly PIatt and me were discussing the script and she said," ""I think maybe I have an idea for somebody who could play the part."" "She mentioned Tatum O'NeaI." "I had met her, I think, on the movie set briefly and I said," ""well...she's young," ""but if we use Tatum, we could use Ryan."" "I kind of wanted to do another picture with Ryan." "So that's how it happened really." "You're hearing Jack Benny and The Jack Benny Show on the radio, which was very popular in the Thirties and we had to get permission from Jack." "actually, Tatum wasn't listening to Jack Benny when we shot it." "We put it in later." "Now, this was the scene when she lights a cigarette." "I was smoking at that time." "I used to smoke." "She was imitating me." "To get her to light it with her thumb like that, we actually glued a little piece of sandpaper on, so she could do it easily." "Then she..." "Then she takes this puff very much like I smoked!" "The funny thing is that we found some lettuce cigarettes with no nicotine, no tobacco." "They made them in Texas." "We had a bunch of lettuce cigarettes brought up for her for these scenes, so she wouldn't be smoking nicotine." "Even so, she kept smoking these things." "She'd sit with the crew, playing cards and smoking." "I'd say," ""Come on!" "OK, put out the cigarette!"" "She had to make it look second nature but didn't keep smoking after the picture." "There was no nicotine." "That's Dick powell singing." "It's from Flirtation Walk, a Frank Borzage picture, Warner Brothers." "This shot was reminiscent of Grapes of Wrath, which, of course was a great Thirties' movie." "It was shot in the Forties, but it was a movie about the Thirties." "We decided not to have a score, which was something we had done on Targets and The Last Picture Show," "Even What's Up, Doc?" "there was no score, although Barbra sang." "On this picture, we did the same thing we'd done on The Last Picture Show where we used songs of the period, records of the period, and there's quite a few in this movie." "The idea was to give you more of a sense of verisimilitude, give more of a sense of period without having the score tell you what to feel." "Now, this fellow playing the sheriff was my driver on the picture." "He was a really nice guy and seemed right for the picture." "We couldn't find somebody we liked." "My driver did it well." "Those shots of Ryan were shot with a very wide-angIe lens which distorted his face, made him look scared, helped him to look a little out of control." "That's why we did it that way." "Things are in focus in the background and sharp in the foreground." "That's hard to do, unless you use a wide-angIe lens." "Again, here everything's sharp." "Here's the first time she ups the price." "I remember those chickens in the background." "I moved the chickens into the shot." "Here, she's listening to the radio again, Fibber McGee and Molly, which was a very popular show in the Thirties and Forties." "The joke of the closet was something they used to do every week or two." "He'd open the closet door, everything would fall." "That was a running gag." "So, the idea was everything you hear in the movie soundtrack is something they're listening to, the radio playing, or phonograph or whatever." "There's no score." "As I said, it kind of gives a feeling of verisimilitude." "I noticed it when I did Targets, how it seemed more real, because there was no imposed point of view from the outside." "I've done it on a Iot of my pictures and I Iike to do it." "And it gives you a chance to hear songs that were popular at the time the story's set." "I did it in my most recent film The Cat's Meow with 58 period songs." "On this one, we had well over 20, I think." "There's a list of them at the end." "AII those rooms..." "That was a real room somewhere in Kansas, with those pipes." "It was really shot there." "AII these interiors, nothing was built." "We moved things but the interiors on this movie were all shot also on real locations" "in Kansas or Missouri." "Now, this scene here, where he does the scam with the $1 0 and asks for the change, what's funny is that..." "She cracks her knuckles which I had her do." "It was something I used to do." "Again, I gave her that touch." "This scam he does where he gets extra money to fool her," "Ryan absolutely never understood it." "He never could figure it out." "I said, "Just do it, it'II be all right."" "He turns away from the camera because he wasn't confident." "Tatum does it later." "I don't think she understood it, either." "That was all one piece of film." "You see them outside, getting into the car, driving off." ""That just don't seem right." "Somehow."" "It's also a line that's in our family quite often," ""Don't seem right." "Somehow."" "This is EIeanor Bogart." "She was a wonderful woman." "She was a writer, a magazine writer." "We found her, I think, in Texas." "We did a Iot of the casting for the picture in dallas and Houston, where we cast The Last Picture Show and had good luck." "So we used a Iot of actors from Texas and brought them in." "This is where she has her pang..." "Her heart goes out." "Ryan doesn't like that too much." "I keep calling them Ryan and Tatum because you get used to that." "It's Addie and Moze." "In the book, his name was "Long Boy" Moses, and we called him Moze." "Again now, here, she walks up and when she does, it's all told from her point of view." "The dynamic between Ryan and Tatum was rather like the movie." "See, here's her point of view, figuring out that she's rich." "Had to tell it visually, so we get to this moment where they get $24." "Tatum had to sing." "We couldn't have the music playing at the same time." "So she had to Iearn it and we had to sync it up." "Here, this is the shot that was really to recall The Grapes of Wrath," "Now, this shot here plays for several minutes without a cut." "It was the single most difficult shot in the entire picture." "We did it 36 times." "We did it 25 times the first day and never got further than about four lines." "Now, there was only one stretch of road that ran for about a mile where there were no anachronisms, no signs that were wrong or anything." "This is what AIvin and I referred to as the end of the first act." "It was a scene I had asked him to write." "It wasn't in the book." "I said, "Let's put a scene at the end of the first act" ""where they're together, they've done well, but now they get into a fight." ""They argue, they almost break up, and then they cement the relationship."" "He wrote this brilliant scene, one of the best scenes in the picture, and I felt it had to be done in one continuous shot." "Even though it's a scene of antagonism, I felt if we didn't play it all in one shot, it wouldn't work." "Something about the unity of the shot would give them a kind of unity." "Notice all he has to do is have his hands on the wheel." "We were pulling the car and she has all kinds of business with the map and the radio, and everything else." "This one stretch of road, we were pulling this car with only a mile to get the scene, and if we didn't get it in the mile, we had to turn around, go another mile down the road, turn around," "drive right back, turn and drive again." "We did it 25 times the first day, then came back about two days later and got this on the tenth or fifteenth take." "The sun came out, it was perfect." "It was the only one." "That's the end of the first act." "Each act ends with the car driving away from us." "also, that scene being in one continuous shot," "I thought would convince the audience unconsciously, subconsciously, that everything Tatum did was real, because they watched her in that scene, doing everything." "It's an extraordinary piece of work on her part to do that at eight and a half." "AII that business, all those words, it wasn't easy." "I was very proud of her when she got it." "Ryan threatened to quit halfway, and at the end of the first day he couldn't stand it, he'd done 5,000 Peyton Places and couldn't handle it." "But he did." "This again, this whole sequence again, was told from her point of view." "It moves in on her, she peeks, she sees him, and that was again to make the audience..." "Here, actually, it becomes objective but, up to there, it's subjective." "And subjective use of the camera is a wonderful way of having the audience..." "Again now, see, it becomes subjective." "It's a way of having the audience on the side of the character from whose point of view we're seeing it." "We did it quite a Iot in this picture with Tatum." "And now she gets up and goes to the bathroom." "An amusing scene." "This was again shot in a real room somewhere in Kansas." "usually we'd go inside if it was raining." "We'd go inside and shoot something, but we always had a cover set." "This was again shot really on location." "This again, a Iong piece of film here, where we show the box and that there's a fake bottom to it." "This is the only time we see the mother." "We got an actress to play the mother." "Now, this extended piece of film in the mirror was interesting." "It was difficult to rehearse it." "We did a rehearsal, but what I did was cut the sound out." "I talked her through the shot, telling her, "Open the perfume." ""Put some in your hand." "Put it all over your face like a guy after shaving."" "And she did all that." "Then we took my voice out and put the sound in." "It was the only way." ""Put some more on." That was to set up the joke coming up where..." "Look at that sweet smile." "Breaks your heart." "It was to set up this joke." "We got lucky with the car." "We didn't have to open a window, just the dash, which was a wonderful prop." "FoiIed again!" "Again, you see the background." "That's real and in focus." "This was a real barber's shop, again somewhere in Kansas." "Those are her Funnies," "This next shot on the street is a dolly shot with no cut." "They play the whole scene together." "It was such a bumpy street, the crew came in ahead of time and laid down cement, or something, to make the road level, so we could..." "You can see it there." "We had to lay it down so that the dolly would not bump like crazy." "This is all done in one piece, all the way across the street and they had to play it." "If they screwed up, or we did, we had to start again." "This didn't take too many times to do it." "This was again a town in Kansas that hadn't changed much." "There were many like this." "Jack Benny said to me after he saw the movie, "I wanted to ask you." ""Why is it in all your pictures there are never any people on the streets?"" "I said, "I don't like extras."" ""I thought there was a reason."" "I said, "You go to these little towns, you never do see people on the street."" "That was really the reason." "I joked about the extras." "A wonderful actress from Texas." "I can't think of her name now." "And this little shop," "polly did a hell of a job designing." "There was some Ipana toothpaste with original packaging." "Again, everything's from her point of view right now." "We do that so often, rarely from Ryan's point of view, almost always from Tatum's." "polly designed that dress, which she ends up wearing in the picture." "The camera moving for her point of view makes a feeling of suspense." "Something's going to happen." "Now it becomes objective." "And this whole scam, of course..." "We had to go in for inserts to make it clear what was happening for the audience." "Inserts are those kind of shots where you see the dollar bill and so on." "Now, this was a big moment for Tatum where she had to pretend to cry." "She loved doing this, you know, faking it." "She had that raspy voice." "Here she had to pretend to cry." "I said, "Lay it on thick, Tatum."" "Going for sympathy, big time, here." "See how the background, the town is all sharp, so you feel you're there." "This was, "My Aunt HeIIing", she said." "I liked it so we kept it in." ""Happy Birthday, Addie." I remember writing it on the bill myself." "talk about walking down memory lane." "A cIose-up for where she can't keep tears." "This, as I remember, was all one long piece of film also, starting on the cotton candy, where she does the scam now," "fooIing the guy with the dollar scam." "She just rattled it right off." "Again, we did this whole piece in one film..." "We did this whole section with one piece of film." "The entire carnival scene," "I think we did it in only two or three shots, the whole thing." "The camera follows her." "AII these extras and all this was all done in one shot, one big shot." "Again, Tatum had to do it." "She was eight and a half and did wonderfully." "The first day we shot this, it was cold and took time." "She ate so much cotton candy she got sick, and we had to quit and come back and do it the next night." "We still finished the picture four days under schedule." "polly did a wonderful job designing this whole thing." "She runs over, they come back to the camera, and there's been no cut yet, not until this scene ends." "There we see the Ferris wheel." "There's an enormous amount to do and it's all started on the cotton candy." "The thing about scrupIes was one of the biggest laughs in the picture." "We didn't have to do this too many times." "By now, she was getting pretty professional." "Huge laugh on that, and she walks out." "Ryan did a funny thing with his shoulders here." "This is the second shot in the carnival." "It was tricky to have her in focus as she came in." "That took a Iot of time." "I wanted to see the background in focus and have her walk in, without having to rack focus as usual because she walks in on a cIose-up." "LaszIo had to throw a Iot of light in there to have her come in sharp." "This is the second shot." "We did the carnival in two shots." "This thing with the paper moon we added so we could call it Paper Moon, 'cause the studio said," ""Why do you want to call it Paper Moon?" "Addie Pray was a bestseller."" "I said, "How many copies?" "1 00,000."" "I said, "Get 1 00,000 people, we'II really have a hit."" "They said, "OK!" I talked to alvin about adding a scene where they sit in it." "We thought of a way of connecting that and having it actually pay off at the end." "Here's a shot, also." "This whole scene is played in one shot." "Again, she's sharp and he's sharp, and it's not easy to do." "It's wonderful when you get actors that can play the scene in one piece." "She smokes again, very meditativeIy." "Audiences laughed every time she did it." "This was MadeIine Kahn's introduction." "We had to get a bra specially made so it wouId jiggIe like that." "We wanted to make sure it jiggled." "P J Johnson's an actress, a kid of 1 6 that we found in Houston, I think it was." "This was a road in Kansas that PoIIy found, actually two roads side by side." "She said, "WouIdn't it be nice to get a shot travelling?"" "We did it twice in the picture, later with the other car." "It was wonderful to be able to have a wide shot travelling like that." "Two roads side by side she found." "MadeIine really was very attractive, but we've made her not look too good." "She hadn't looked too good in What's Up, Doc?" "either." "She wasn't happy about how she looked in this." "That little expression she did." "Here was another real town." "My God, all these real towns!" "He stops so sharp, the kids almost got thrown out." "He really did it!" "Now, this shot coming up was another very difficult shot and we had to do it twice." "We did it one day." "We didn't get it and then we came back." "This shot here." "It was very tricky." "I actually had her light a match and light the cigarette." "That would stall this." "The first time we did it, that screwed things up." "This whole scene I wanted to play without a cut, as it does." "They just talk and there's no cutting, there's no interference." "When the curtain goes up, that's it." "They did it, but not terribly well." "It was windy, they had trouble with the match." "We did it about ten times and never did get it right." "But I did print a couple or three shots, a couple or three takes." "The studio called." ""That scene isn't very good, is it?"" "I said, "No." They said, "That girl's not very good."" "I said, "No." They said, "Are you going to recast it?"" "I said, "Yeah, probably."" "So, three or four days later," "I took the two girls and, for 90 minutes, discussed the scene as though they were in their twenties." "I went into it in detail, told them stories about how to throw the scene away and not hit it so hard, and don't do any acting." "It was the first scene PJ had ever done." "She wasn't an actress, she was 1 6." "We talked them through it for about an hour and a half while everybody waited." "Then, we went out and got in the car and they did it." "We got it on the first or second take." "They were wonderful." "Studio called and said, "You recast it." I said, "Yeah." ""Had to."" "Both smoking, they're both wonderful." "Again, you just got to have good actors to do that." "This is another shop, Vivians Dress Shop." "polly named it after her mother." "This had to be very carefully timed." "It's all in one shot also." "It was a crane shot." "The joke's at the end and she had to pass the camera right at the right moment." "Then MadeIine just talking on and on." "Had to be timed, boom!" "Just like that." "This is one of the most memorable scenes in the picture." "people who've seen the picture often talk about MadeIine Kahn on the hill with Tatum, when she tries to convince her to let her sit in the front." "We didn't put that tree there." "believe it or not, it was there." "It's so picturesque you'd think it was put there, but we didn't." "She says, "Be careful with that stuff back there." She throws it down!" "This scene with Ryan, again you see they're both in focus." "This was shot all in just a few hours." "Again, somewhere within 50 miles of Hays, Kansas." "wonderful locations PoIIy and Frank marshall found." "I asked PoIIy to read the script and tell me why I should do it, the first draft, which was quite different." "She said, "You'd connect with it 'cause you have daughters."" "And that was one of the reasons I did it." "Again, you see, this is from her point of view." "Again, puts us in her head and avoids a Iot of dialogue we didn't need to hear." "It makes it possible for us to speed it up." "You don't have to hear that dialogue." "This is again from her point of view." "But now it becomes objective." "It's one of the big laughs. "You like Mickey the Mouse?" "Son of a bitch!"" "wonderfully written and wonderfully acted." "MadeIine was wonderful to work with." "In this scene she has her big line coming at the end of the scene." "This is all one piece." "There's a couple of cuts to Tatum." "This section here is all one piece, and it's a first or second take you're looking at." "MadeIine was brilliant, a brilliant actress." "This was only her second picture." "She did What's Up, Doc?" "and then this." "I think then she did Blazing Saddles," "What's Up, Doc?" "introduced her to movies, which we shot the year before and then this one." "MadeIine read for me when we were casting What's Up, Doc?" "She was on Broadway with Danny Kaye." "actually, she just talked." "I thought she was so funny." "She didn't think she was funny." "She walks away." "It cuts to Tatum." "We stop." "She turns." "That was all one piece we shot." "Now, on this turn is the change." "You get closer to her and this was all done in one piece." "And the speech ends with her saying, "So, how about it, honey?" ""Let old Trixie sit up front with her big tits."" "MadeIine said in rehearsal, "I'm not going to say that." "I'm not going to say big tits."" "I said, "OK." She said, "I'm going to say breasts."" "I said, "OK."" "So in rehearsals and whenever we ran through it, she never said that." "And this was the first take, I think." "I went over just before we shot it and whispered in her ear," ""Try saying tits once."" "She didn't say anything, and then she said it." "This is the first time she'd ever said it." "And the little thing she does...afterwards, that little embarrassed thing, is 'cause she'd never said it before and it's one of the picture's golden moments." "And it cements them." "feels like yesterday." "Now, this, when she slips, she actually did almost slip." "That was all ad-Iibbed, 'cause she did almost fall down." "Here's another road, a wonderful road, with two roads that PoIIy found that we used to get this shot." "One of my favourites." "Now, this joke, Ryan loved telling this joke." "This cackIe he has after he tells the joke, he came up with." "He said, "What do you think of this laugh I got here?"" "In rehearsal, he came up with it." "I said, "It's perfect, it absolutely defines the character."" "Ryan does this wonderfully." "That cackIe, he thought that was hysterical." "And her laughter, of course." "MadeIine was hysterical." "Now, this whole sequence in the hotel was not in the first draft that I read of the script, which had been developed without me." "When I read the book," "I thought this sequence with Trixie..." "In fact, the whole thing with Trixie delight was not in the original draft script." "We only used about half the book." "We didn't use the second half at all." "This was pretty much as written." "Of course, it was southern and we moved it." "Here's her point of view to show that this guy is interested in her." "She figures it out and she's calculating." "That was Burton GiIIiam who plays the hotel clerk." "He's an actor that read for me in Texas." "He was an exterminator." "He was a boxer and then had an exterminating company." "He had those slightly fake teeth and that wonderful accent." "mel Brooks cast him I think immediately in Blazing Saddles, right after it." "I remember he called and said," ""MeI Brooks wants me in hollywood." "I'd have to give up my exterminating."" "I said, "Do it, Burton."" "He did, and he hasn't stopped working since." "He did a Iot of commercials." "So this whole sequence in the hotel again is told from Tatum's point of view." "It was pretty much the way it was written in the book." "We adapted it and moved it along a bit." "A wonderful, wonderful sequence, the whole Trixie delight episode, which is, basically, pretty much the second act of the movie." "Now, this was funny, because Tatum was very tired when we made this scene." "It was morning." "She couldn't kind of get this one scene." "She says, "When do we start?"" "This plays all in one shot, but when they get into it, she says," ""When do we start?"" "She says, "Tomorrow morning." I had to scare her to get that line, 'cause she didn't say it with enough excitement." "I kept saying, "You got to be more excited." finally, I just said," ""Say it!" She said, "Tomorrow morning!"" ""Print!"" "Sometimes we had to use tricks, because she was just a kid." "Oh, God, she's brilliant, MadeIine Kahn!" "My God!" "She was absolutely one of the most brilliant comediennes." "She could say a line, get a scream." "The line wasn't even funny." "This was a memorable shot." "In the scene she now says, "Juicy Fruit gum, please."" "In the original version, we had a different brand, and then we couldn't get that brand to send us a period wrapper." "We used Juicy Fruit as the wrapper is the same as it was in the Thirties, so we changed it." "Tatum learned the other brand." "Now she had to unlearn it and say, "Juicy Fruit."" "That presented an enormous challenge." "This was actually shot in St Joseph, Missouri." "We found a hotel there that PoIIy dressed up." "This was shot later in the picture than it is in the story." "They played this whole thing in the mirror." "This whole manoeuvre with Trixie and the desk clerk was in the book." "Now, of course, in the book" "Addie was twelve, twelve and a half." "Making her younger, which initially everybody was a little worried about," "I think, in fact, improved it, because it made her more advanced." "This was written to be cut with MadeIine." "I thought we'd stay outside and play the whole thing with Tatum and just do the inside as the voice." "You don't know what they're going to do." "Kept having them run down the stairs." "This business with the waffles we did many times, for various reasons." "She'd screw up, he'd screw up, and he kept having to eat these waffles." "I remember finally he broke down and said, "I can't eat any more of these!"" "One time the phone rang and he says, "I'II get it."" "This was an embarrassing thing." "Ryan had to be embarrassed." "He does it wonderfully." "And Tatum playing kind of fraudulent here." "He can't figure out what's going on." "We had fun that morning." "We'd had to do it many times, but it wasn't grueIIing." "Here she has an enormous amount to do, open the thing, put it back, close the thing." "And, you know, it's not easy, all that business." "Remembering to put the money in." "She had to do it fast." "I said, "We haven't much time." "Hurry!" She had to do it all quickly." "This is where they both had to make a scared face, the same face." "So they worked it out." "Verna fields was the editor." "She got an Oscar for Jaws," "Everything you're seeing..." "She did a terrific job." "Everything you're seeing was shot exactly the way it's edited." "I mean, there was no coverage, no additional footage." "It was all shot to be cut this way." "It's called cutting in the camera." "Of course, you have to find exactly where to cut it, but that's the way it was shot." "This fellow, Burt GiIIiam, wonderful actor." "He'd never acted before." "I gave her that little thing to do with her eyebrow." ""You won't be sorry."" "I couldn't do it, but she did it." "I showed her what I had in mind." "A Iot of running up and down the stairs." "This was a favourite line of everybody on the crew." "We used to laugh about it. "Who is it?" He says, "The Sheik of Araby."" "The Sheik of Araby was a popular song of that period, of a little earlier, actually." ""Come on in." Then she clears her throat!" "I thought that was funny." "The Sheik of Araby was a song of the Twenties recalling VaIentino." "They walk up and this is all done in one piece." "They listen." "We decided not to show it, but play it from their point of view." "Just hear it." "They did actually play it out there and we recorded it at the same time." "As we were shooting it, they played it." "This was a tricky shot, to pull back and hold everybody in focus." "AII in one piece." "This was a tricky little scene for Tatum, again her point of view." "The whole plan's not going to work." "She had to do those looks." "God, she was good." "Ryan, I remember, did a couple of funny takes on this when we rehearsed." "Now, this moment when she looks sad," "I told her to feel bad about it." "feel bad about what you did." "She did." "She felt kind of bad about it." "This little scene, again with so much dialogue for PJ to do." "She did it without a cut." "The audience laughed at this." "They played this in one shot and then they run upstairs." "This last moment here again was done without a cut," "where Ryan realises he's been..." "There was a cut there." "I was wrong." "This is the Iast time you see PJ." "The camera moves away." "The wind blows." "We didn't orchestrate that, so it really happened that way." "We shot this two angles, one of the few times we decided in the cutting room." "We shot it from the front and back, and we decided in the cutting room that it played better to just stay on the backs, not see her, having tricked him, you know." "We decided not to show her lying so desperately to him." "We had trouble with the windshield wipers." "They kept going." "It was raining." "Everybody said we had to shoot interior." "I said, "Let's shoot the end of the second act."" "It was raining, so we shot it, two or three shots in the rain, and it was over and that was the end of the second act." "I Iearned from John Ford if the weather's bad, sometimes you can use it." "This was a Iong night sequence that we did about the bootleggers, and this is the third act." "That's John HiIIerman, who became rather well known later on Magnum P I, with Tom SeIIeck, playing SeIIeck's partner." "This is a real town." "The interior was real." "Somewhere again in Missouri, I think, we shot this." "It was a whole long night sequence, where nights are tough on everybody." "Of course, Tatum had lots of fun doing it." "Again, she had to talk, chew gum, look, and all without a cut." "John HiIIerman plays two parts, as you'II see in a moment." "plays brothers." "This whole sequence, night sequence, kind of spooky, was essentially shown from Addie's point of view." "This was a terrific location we found." "AII shot in real locations." "We had to build that little thing on the outside, and this was a tricky sequence to do, visually," "all at night, keeping everything sharp." "It's harder, of course, at night to keep things in focus." "And again, it's all from her point of view to show the bootlegging scam, which took people a while to figure out." "It was important that he be in focus on the outside, so you feel he's coming and it gives a little suspense." "Very difficult to do at night, 'cause it required a Iot more light." "LaszIo Kovacs did a brilliant job." "This was a tricky shot." "We had to bend down, so we could hold them closer in the two-shot." "Wrote all this in at the Iast minute to explain what was going on, 'cause it was a little confusing about the brothers." "Again, they played it in one shot." "It's wonderful shooting a scene in one shot, if the actors are good and the dialogue's right, and you can see them." "It adds verisimilitude," "like there's been no directorial interference." "I think this was a piece, coming up here, that plays in one shot." "He walks in the door, sits down, and the camera moves in." "It shows you where you are, sets up the situation, and now the two actors play the scene, and the camera moves in." "There's no reason to cut." "It gives a more suspenseful feeling, and also reality, it really happened." "Because it did." "What you're seeing is what happened." "It did happen and the audience feels that on some level, that there's been no interference." "And this is the only scene in the picture, I think, where Ryan is in it without Tatum." "That's why her winning Best Supporting Actress is odd." "She has a bigger part than Ryan." "She's on many scenes without Ryan, but this is the only scene he has without her." "That John HiIIerman's looking a little bit like Peter Lorre." "I knew Johnnie as an actor in New York, that's where I met him." "He's from Texas originally." "We worked together at the New York Shakespeare festival." "See, the camera moves in, still no cut." "His first film was The Last Picture Show, Then we had him in What's Up, Doc?" "For this thing, I asked him to gain weight so he'd be heavier for the bootlegger." "Then later, when he plays the sheriff, the brother, he should look similar but not exactly like him." "It was to give the subliminal feeling that these guys are brothers." "So you sort of recognise him, but not quite." "He had to gain a Iot of weight to play the bootlegger." "Then we shot the other stuff in Missouri, later." "This was in Kansas." "She almost did fall off this thing." "The thing tipped over." "That really did happen!" "luckily, the crates were glued together so they couldn't fall off, although it was a little scary there, when it almost tipped over." "Johnnie HiIIerman playing both parts would give us a feeling, a subliminal feeling that, "Haven't we seen this guy somewhere?"" "Of course, then they turn out to be brothers." "And that was the idea, that the audience might recognise something familiar about him and Ryan looks at him like he's familiar, which you see in the next sequence." "Tatum loved this, pretending to drive." "The very last shot in this scene, I got the idea from Rear Window," "Hitchcock's Rear Window, where it leaves you with suspense because you see just the light of the cigarette on this pan." "So you wonder if he heard it or didn't hear it." "You see him, but don't see anything really, except the light of the cigarette, which is something Hitchcock did in Rear Window," "This was night." "AII this stuff was done at night." "This was tricky, to get a feeling where she looks and you see nothing." "Then you do see something." "I think we shot this at a totally different time, because John HiIIerman's in this and he had to lose all that weight." "Seeing Ryan in the glass, it was tricky." "We had to do it all in the mirror." "And keeping them both in focus again." "That little something, I don't know how we did that." "It was tricky." "This was hard to shoot." "The prop man, Tony Wade, drove the other car." "He became a producer later." "That was a tricky little thing, to pull in like that." "It was done with one shot." "AII the cars, we found the cars down in the South or in the Midwest." "Now, here's John HiIIerman playing the other part." "The audience is supposed to think maybe they've seen him." "But he'd lost a Iot of weight, so this was shot later in the schedule." "The budget wasn't big, under $3 million." "I think we shot the whole picture for $2.8 million, which was below average for a picture at that time." "Of course, money was worth more." "Again, no music here." "Johnnie being from Texas helped him with this regional character he had to play." "Now, in this sequence, this is the scene in the very small room, it was actually just the size it looks." "It was a very small room." "I'm not sure, I think it was around St Jo, Missouri." "I don't know how many set-ups there were now." "The editor said to me," ""Do you realise you shot 4 7 set-ups in this little room?"" "And we did." "There are probably more set-ups in this sequence than in any sequence in the picture." "Every one of these pieces of film is different." "It really required that sort of thing as it was suspense." "Each angle is different and not repeated." "This looks similar, but it's different than the one we shot earlier." "I think it was 4 7 set-ups, or something close to 50 for this sequence." "Very elaborate." "We were in this room for a while, for two or three days, to get this." "This is a very suspenseful sequence and it required different points of view, different angles, different things, all in a tiny little room." "So you can imagine how much work there was with the lighting and camera, and in the editing, of course." "Amazing, in a small room, to do that many shots, but it's what we had, each shot is different." "We didn't storyboard it." "I worked it out on my own script and we just worked our way through it." "The hat that Tatum wore, which was supposed to be her mother's hat, was designed for the trick ending where the audience sees the money's in it." "That had to be specially made, so that it could be believable that they wouldn't see it." "That's my voice doing the disc jockey in the background." "I always play the disc jockey in my pictures." "This was tricky, to not see what she was doing until we moved in." "I brought the light up so you could see the money at the end and not at the beginning." "AII these are different angles, each one." "Now, this is yet another angle." "Everything you see is what we shot." "There wasn't anything extra shot." "We didn't shoot the entire scene in each angle, we just shot whatever was needed for the moment." "It was cutting in the camera, but we knew that as we were doing it, that we had a Iot of cuts." "Here's one of the few times we see both sides of the room." "You can see how small it was 'cause you just saw him cross." "It pans him out." "It's a very small room." "John was playing this a little threatening." "I said, "Just throw the whole thing away."" "That actor playing the deputy is floyd Mahaney, the cop in The Last Picture Show who arrests CybiII Shepherd and Tim Bottoms on their honeymoon." "I remembered him and we brought him up for this." "Now he played another cop." "This was tricky, to get her to put the stuff..." "I couldn't figure it out." "Tony Wade said, "Have her do it with her arm."" "That solved it." "I couldn't figure out how to have her pick all that up quickly." "It was so simple." "Tony said, "Have her sweep it off." Thanks, Tony." "That was an insert of the key, so that's a cIose-up." "The audience laughed at that, at her smile and his reaction." "This next line was one of the biggest laughs in the picture." "She says, "I got to go to the shithouse."" "It was one of the two lines we had to change on TV." "A big laugh!" "Everybody's embarrassed, which was funny to the audience." "We actually previewed this picture once, in Denver, and it played great." "AII we did was, the opening credits were three minutes, and I reduced it to a minute and a half." "That's the only change we made from preview to final cut." "We took out a minute of opening credits." "actually, we just moved them faster." "originally we played the whole song, but we cut it in half." "This was a town near St Joseph, Missouri, I think." "Yeah, it was." "That door opened by accident." "We didn't know it wouId." "No scenes were cut out of the movie." "This was exactly what we shot." "John had to do that stunt himself." "Ryan insisted on doing his own driving, every shot, even long shots like that, where you don't see them." "Tony Wade, the prop man, drove the other car." "Tatum almost broke up there." "She had trouble with this." "You see it again, you'II see she kind of starts to grin." "This is this little action thing, all one shot, starting with this." "Camera pans around." "The car goes away." "It's sort of like the same shot I did in Targets," "Now we pan this car the other way." "It's more elaborate." "I thought it wouId be fun to do it in one shot." "Now it goes away." "It's all one piece of film." "So it's in live action." "It's true to what you see." "This was a tricky sequence." "That swerve of the car, Ryan did all that himself." ""selling whiskey to a sheriff's brother." Just to make sure the audience get it." "This was shot in Missouri." "Ryan did all this stuff himself." "We'd done an elaborate chase with Ryan in the car in What's Up, Doc?" "This was nothing compared to that one." "In fact, we didn't make it too long." "I figured we'd done that already." "We don't have to do it again!" "AII this was not easy driving and none of this was sped up in the camera." "This was all done really with this kind of speed and Ryan did it all himself, as I've said three times now, but it's impressive." "We had this sequence here with these hillbillies." "We had a Iot of trouble finding the main hiIIbiIIy." "Randy Quaid, whom I had introduced in The Last Picture Show and then brought to hollywood for a small part in What's Up, Doc?" "," "I figured if he came to hollywood, he'd get an agent, and he did." "By the time we were making Paper Moon," "Randy Quaid had been cast in the Ieading role in The Last Detail with Jack nicholson." "I couldn't find somebody to play this leading hiIIbiIIy in this sequence." "So I called Randy and said, "I know you're starring in a picture." ""could you do me a favour and come and play a small part in this picture?" ""I need somebody regional, who's a good actor," ""who's tail and gangly," ""and can't find anybody."" "Randy said, "I'II do it for you."" "Just before he did The Last Detail, he came and did this scene for us." "This is funny because I told them to rig the door to fall." "Watch the way Tatum didn't know it was going to happen." "She jumps back." "See?" "It's real!" "She didn't know it was going to happen." "Put in the line about the radio being OK 'cause I wanted music in it." "The truck was junk, but we wanted a radio, otherwise we'd have no music." ""The radio's OK." We threw that line in." "And here comes Randy and his brothers." "It's a little like Li'l Abner," "or later, a Deliverance kind of thing." "There's Randy Quaid." "And we set this "rassIe you for it" business, which we do at the end, we set it up like it wouId be a big deal." "We made it not a big deal." "There's Randy." "wonderful actor." "Found him in Houston, Texas for The Last Picture Show," "He was doing a nightclub act with his brother." "He read for one part." "We cast him in another." "There he is." "You can see him better." "In the book, Ryan's character was called "Long Boy" Moses Pray, and we didn't like calling him "Long Boy"." "Moses was too complicated." "He's Moze a few times in the book." "We just dropped "Long Boy", which is sort of southern, also." "This scene, Verna fields kept telling me, "This doesn't cut."" "I said, "You'II find it." It was tricky to cut." "With the camera..." "See how the camera's moving with these shots." "It was tricky to find where to cut." "It was one of the only times Verna complained." "She went, "This won't cut." "Your stuff usually cuts a Iot easier."" "I said, "Verna, you'II figure it out." It was real quick." "Boom!" "It's over." "We set it up like it was going to be a big thing." "He cheats and gets it over with." "I didn't want to make too big a deal out of it." "Ryan looks right in the Iens here." "I told him to look in the Iens." "That's a trick that Hitchcock taught me, about doing point of view." "She actually was driving and he was pushing." "I think the camera was locked on to the truck." "Again, they're both in focus." "This set up that it had no brakes, so we could do the ending." "This whole sequence had a hair in the Iens, which we saw the day after." "It was one of the Iast scenes we shot." "I was so tired of being there that I said, "We'II just blow it up."" "We blew the hair out of it and did not re-shoot anything." "We had to set up the faulty brakes so the truck could roll off at the end." "This whole last scam here..." "That's my voice, setting up the song, the DJ telling you we're in St Joseph." "AII this stuff was shot in St Joseph, starting with the hillbilly sequence." "This scene in the mirror, again without a cut, the whole thing plays in the mirror." "This was a scam that was not in the book, and we added it so that we could have a reason" "for him to drop her off with the aunt, which he was close to." "But in the scene before it looked like he wasn't going to do it." "We had to have a reason that he did, which was always part of the ending." "But we didn't know how to resolve it after that, until just before we left Kansas to go to Missouri." ""In the thky..." She's so sweet." "He forgot his gold tooth, which we set up so later on he can say he swallowed it." "It's only the second time you see him put it in, but it's to remind the audience." "Now, this was all shot in St Jo, Missouri, downtown, a great location that PoIIy and Frank found." "But this whole ending was not in the book." "Again, we shot this with a wide-angIe lens, which distorts his face and helps him seem scared." "We shot this on the weekend, so that there'd be no traffic in town and no people." "Ryan's really running in this next shot, really fuII-out running." "The camera's going back." "I think the camera was on a truck." "This is very sweet." "Tatum comes out the door." "I said, "Be happy now."" "She comes out and we pan." "She came down the stairs and does a little skip." "See?" "There." "She came over to me." "I said, "Cut!" "Print!"" "She went, "Did you Iike the skip?" So sweet!" "I always remember that." "She was getting to be a real pro by then." "Of course, this was toward the end of the picture." "It's a location they found to make this thing work." "And it does look..." "Somebody pointed out it looked like Shadow of a Doubt," "It's black and white in a small Midwestern town." "We had a transitional problem here that Verna solved with the shot of the clock." "The other sequence had ended with a high-angIe shot," "looking down on Ryan as they came in." "It looked stagey." "We didn't know how to make the transition." "Verna said," ""Let's go to the clock." That's what did it." "Again, this is all shown from Tatum's point of view as a way of putting you in her head." "St Joseph's an interesting town, because it looks like a bigger town, and it is." "Now, Ryan had to be heavily made up for this, of course." "The way she said "Moze" was so touching to me." "She did it so well." "We tried to avoid it being sentimental, but it's quite touching." "She's very good in this." "They both were." "Again, Ryan was shot with a wide-angIe to distort him, and she knows he's going to take her back." ""Don't start crying." "I won't." She's tough!" "This was all shot near St Jo, Missouri, and this is where we paid off the paper moon photograph." "Here we're setting up the photograph that he finds." "The audience knows he'II find something." "It isn't a surprise." "We don't know what it is." "The studio previewed the picture in 1 00 theatres across the country one day, taking an ad out in some of the magazines," "to guide word of mouth to start and it was very good on this movie." "The audiences really liked it." "It became a big grossing picture, from word of mouth, 'cause the reviews were mixed, some good, some not." "people remember it as getting great reviews, but it didn't." "The New York Times didn't give it a good review." "Time magazine didn't like it." "interestingly, some of the backlash against my previous successes was starting on this picture, but the audiences really embraced it." "A rare time Tatum doesn't get a cIose-up, and it was played from Ryan's point of view to keep it from being sentimental, because it's easy to overly work the heart strings." "Now it becomes her point of view again, albeit briefly." "AII these wonderful roads." "And now she goes to see her aunt." "This is where we had trouble figuring out how to end the picture." "She goes in." "You see she's not even thinking about being there." "She's missing him already." "We didn't know how to get them back together and what would happen if we did get them back together." "Just before we left Hays, Kansas," "I realised that we hadn't paid off a couple of things, one thing." "We hadn't paid off the" ""You owe me $200."" ""Paid off" means putting a finish to something set up earlier in the picture." "A number of times there'd been talk about "You owe me $200."" "AII that stuff in the first act, and then he loses all his money." "So now, of course, he still owes her the $200." "polly and Frank had found this road in Kansas." "I wrote that on the photograph myself." "They'd found this road..." "This, by the way, paying off the photo was part of this ending we thought of, just before we left Kansas." "There was this road with a wonderful hill, one of the only hills in Kansas, and it was a terrific road." "I had a brainstorm and thought," ""What if we pay off the fact that the truck has no brakes" ""and the photograph and the $200, and make that the ending?"" "That's what we did." "She misses him, says, "The hell with it!" and runs away." "We don't see her run away, but we see her when Ryan sees her." "And he stops the truck, 'cause it's not doing too well." "He notices the photograph, looks at it and misses her." "She is looking at this nice house." "Her aunt's a nice person, but she misses him, which you can tell from the way she turns in this shot." "It was one of the only times I didn't know how to shoot this scene in the room." "I actually said, "Let's go home." "I can't figure out how to shoot it."" "Then I realised it had to be in one shot, moving in to the cIose-up of her." "Orson welles told me if you don't know how to shoot, something's wrong with the scene, and it was too elaborate." "This shot was, I think, one of the most touching." "I said, "Don't smile, don't look happy, because it'd be too sentimental."" "Here it's paid off." "She runs up." "He says he doesn't want her with him." "She says, "You still owe me $200." The audience loved that pay-off." "The brakes fail, and we had an ending." "They ride off into eternity." "You see the road, not yet, but it was this great road." "CIose-up, and she hits him with it." "He throws down the hat." "She got him, again!" "And there goes the truck." "We saved it." "This shot here is the Iast shot in the picture." "It pans them and you see them do the whole thing." "There's the truck and road." "He jumps in and helped her in." "actually, we had somebody hidden in the truck who helped her." "She got in." "AII one piece." "Pan, and there's the road, finally, which PoIIy and Frank found." "She didn't know what this'd be good for." "It was good for the ending." "That happens when everybody works together." "The music goes." "Then the music comes back, and it's the only time, except the beginning, that the music is used as a score." "It comes back to us." "It goes to the optical and the credits roll." "The studio wanted to make a sequel called Harvest Moon, which would have used the second half of the book." "It mainly played with an older woman, which they wanted to have Mae West play." "I thought we'd done it." "I just thought..." "I couldn't return to it, somehow." "A TV series was done for 1 3 episodes, which I approved the casting in." "I actually picked the casting." "Jodie Foster had a big success with that, but the series itself was not popular, 'cause it was in...colour!" "The truck is still going." "I told them, "Just keep going."" "He went to the end of the hill." "I'm proud of the picture, proud of Tatum, Ryan, MadeIine and John HiIIerman." "AII of us, polly and Frank, everybody, LaszIo, did a great job." "So it's one of the ones I'm proud of."