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This sample comprises selections from each chapter of Three Stages.
******* indicates a cut and … indicates a deletion for brevity within a paragraph.

Chapter One: A Big Small Town
(Bristol, Tennessee 1935–1948)
We were Southern Baptists. In this context “southern” is not a regional distinction but a denominational one. Southern Baptists were the true Baptists. We believed the (King James version of the) Bible literally. And I mean literally – with one exception; when Jesus turned the water into wine it meant grape juice. (Yeah, right!) Yet another questionable teaching. But the Baptists of our ilk had a really slick rule about sin. It was called the “unpardonable sin”. Guess what it was… Questioning!
And there were lots and lots of other sins beyond the obvious Ten Commandments kind: dancing, drinking any kind of alcohol, going to the movies. If it was fun there was a pretty good chance that it was sinful. (Strangely, in retrospect, smoking was not a sin. Almost all the men did it. I think maybe it was a sin only for females.)
One night while we were hanging out at the station [Dad was on call for electrical emergencies and Mom was at choir practice] a call came in about a drunk on State Street. [Dad] and I rode along and when the miscreant was spotted he was staggering right down the middle of the street. Years later when I first saw a Keystone Cops silent movie this event always came to mind. One of the Tennessee cops got out of the car and approached the guy and as he reached for him the drunk wavered over to the Virginia side. [Bristol is half in Tennessee and half in Virginia.] The officer tried to coax him back to Tennessee and soon the inebriated gentleman lurched back but was barely out of reach. The cop made a grab and missed sending his quarry back into Virginia. This little dance went on for a couple of minuets (pun intended) much to my delight. I laughed so hard I nearly wet my pants. Finally the Virginia boys showed up and the malefactor was taken into custody by I don’t remember which authority but it was a scene I’ll never forget.

Chapter Two;Another Planet
(Los Angeles 1948–1953)
… As we gradually became acquainted with other members [of Fountain Avenue Baptist Church in Hollywood] we discovered, much to our surprise, that nearly half of them worked in the movie business. A few minor actors, many technicians and artisans and (Are you ready for this?) two bona fide movie stars; Roy Rogers and Dale Evans, “King and Queen of the West”. I have to give Mom and Dad credit for flexibility of mind. Once that incorrect idea about the sinful denizens of the movie profession had been erased we all began to go to (carefully selected) movies.
Roy and Dale had a cute daughter, Cheryl, and I dated her a few times in (or after?) college. When I’d stop my car inside their compound I’d be met by Bullet, Roy’s German shepherd (Trigger’s companion in the movies) who would gently take my hand in his teeth and lead me to the door.
[Audobon Jr. High, Hollywood] … I got my first leading role in a musical. In Ride ‘em Cowboy I played the hero, Terry O’Brien. This was an all boys choir so my leading lady was played by a boy soprano in a blonde wig. This fine performer, Marvin Inabanett, later changed his last name to Ingram and achieved a modicum of fame in the ‘50’s pop group, The Four Preps. We gave three performances and I had the time of my life. Believe it or not, Roy Rogers and Dale Evans came to see me play a singing cowboy.

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Chapter Three: I’m a Poet
(Whittier 1953–1956)
Wearing a sweat suit to prevent excessive pain upon hitting the water flat on either my back or belly, I started attempting to learn inward, twisting, reverse and back dives. It wasn’t pretty but it was often loud. The noise made by a 190 pound boy in a sweat suit hitting the water flat from a three meter springboard sounds something like an exploding hand grenade. But with some rather limited coaching from Dr. Johnson I finally managed to execute at least two from each category. I got all my real coaching from the other divers at the meets. Once they realized that I was no threat actually to win (this occurred during warm-ups) they were very generous with tips such as “point your toes”. I had fun and Whittier College had a diver. When the letterman banquet was held at the end of the spring semester Dr. Johnson saved me for last. I’ll never forget what he said. “Ben Bryant, Whittier’s first diver, has a very unique style. It can best be described as Grandma throwing a wet wash rag off the back porch.” Everyone, including me, had a good laugh and I got a letter on the swim team.

Chapter Four: An Innocent on the Boards
(California & Texas 1956–1959)
One day that spring (‘57) … I took a day off work and went to the audition. [LA Civic Light Opera’s South Pacific]
… there were about 500 guys there. We stood in line and, one at a time, walked into a large room containing a piano, a pianist and a table where two men were seated. … The pianist asked if you were a baritone or tenor, played an appropriate arpeggio and you sang it; “ah, ah, ah” etc. Then one of the guys at the table either said “Thank you.” or told you to take another card and fill it out. I got “Thank you”.
After the audition I went over to ABC to hang out with [my best friend, Bob Collins aka BC] Cobb. Later when I was going to the parking lot I heard a woman’s voice calling my name. I turned around and saw Susan Luckey, a girl I sort of knew from Hollywood High.
We chatted. … the audition story came up. Susan asked if “Mr. Lester” was there. I had no idea who this was but I described the men and she said he wasn’t one of them. Edwin Lester was the founder and executive producer of the Civic Light Opera. She said that she was under contract to him and that he ought to hear me sing. She took my phone number. I went home and forgot all about it.
A couple of days later I got a call from someone at the Civic who told me to be at an address (I don’t remember where) two or three days later prepared to sing a ballad and an up-tempo number. Mr. Lester wanted to hear me for South Pacific. So I showed up. This time there were ten or twelve guys instead of 500. This was the callback.
… I don’t remember what ballad I sang sixteen bars of but the other number I did was Without a Song. This time they didn’t stop me after a few bars and I sang on. Somewhere in the middle I forgot the words but made up lyrics, which rhymed, and kept going. Later Mr. Lester told me that’s what got me the job. I didn’t get rattled and quit but instead made the best of a bad situation.
What a job! Instead of working forty hours a week on a line gang for $90.00 I got to sing Bloody Mary is the Girl I Love and There is Nothing Like a Dame eight times a week and get $100.00. I loved showbiz! Not only that, I was “working” with Mary Martin, Georgio Tozzi and Myron McCormick, one of the theater’s all time great comic actors. I was hooked. No more football coach, I was now a professional singer/actor …
The [General Electric Theatre] show was titled Train for Tecumseh and starred John Cassavetes and Janice Rule. I had one line. We shot my scene at Union Station, I was the Information Booth guy. While the crew was setting up the shot I was standing in the booth wearing my uniform and someone came up and asked me a question about the trains. I remember the pride I felt when I told them I didn’t know because, “I’m just an actor.” I was an ACTOR!
Anyhow when they were ready we did a rehearsal (in what I now know as a two-shot). John ambled up to me and muttered, “Train from Tecumseh, Tennessee?” And I, in my best Philharmonic voice answered, “Gate G at 10:40”. The sound man yelled and ripped his headphones off and everyone laughed. Embarrassed doesn’t even come close. I was mortified! John was great. He said something like “First movie job? Been doin’ theatre, right?” He was very kind and made me feel like a real theatre guy. I apologized to the sound man and we shot the scene with no more laughs. I always loved John Cassavetes for that and later on was very gentle when working with young actors.

Chapter Five: Back to the Biz
(California & Arizona 1959 -1962)
… Harold Swoverland, known in the Biz as “the Indian agent”. Harold, a one man agency, had a couple hundred clients half of whom were American Indians. A robust garrulous man, he accepted me as a client with great enthusiasm and when I called him two days later he had no idea who I was. When I dejectedly reported this to Wayne he told me that Swoverland had so many clients he didn’t know a quarter of them and advised me to go hang out in his office.
It was like a scene from a Damon Runyon story. There was an old guy in a porkpie hat chewing on a cigar stub, who was Harold’s constant companion and always seemed to be reading Variety. I never found out who he was or what he did. The guy was like furniture. I had to reintroduce myself to Harold the first three or four times I dropped in but finally he began to recognize me. After a few weeks he actually sent me for an audition at Buena Vista studio. I was very excited since it was my first reading for a feature movie but when I walked into the casting office I noticed that I was the only man there who was over four feet tall.
It was a call for midgets. … I said goodbye. [to Harold]
… The name of the [Alfred Hitchcock Presents] episode was The Woman Who Wanted to Live and it starred Lola Albright and Charles Bronson.
I played a guy [“Fat Boy”] driving a hot rod on a lonely road where Lola was fixing a flat. There were two other guys with me and we stopped and started hassling her. A wounded Charles Bronson got out of her car and told us to back off and leave the lady alone. I pulled a switchblade and began waving it at Bronson at which point he pulled a gun. In the rehearsal when he pulled the gun I dropped the knife and backed away. The director said. “No, no. Keep waving the knife.” I said, “Are you serious? He has a gun!?” The director said, “Fat Boy is not as smart as you are.”
… Charlie was, and you may find this hard to believe, one of the funniest guys (not counting Robin Williams) I ever worked with. He was very friendly and loved to tell jokes. Mr. Hitchcock, who came to the set briefly, was very cool and standoffish.

Chapter Six: Sin City and the Road
(Vegas/USA/San Francisco 1962-1964)
… My next-door neighbors [in Las Vegas] were morning people – loud morning people. The wall in my bedroom, against which my bed stood, was the opposite side of their living room wall. This infelicitous juxtaposition often caused an abrupt awakening and bodily levitation less than three hours after I had retired. I never met these ungracious folks though I did leave several polite notes requesting more solicitude in the early hours. No appropriate response was forthcoming and the raucous awakenings continued. My only recourse seemed to be fighting volume with volume.
I had one of those record players with which one could either place a stack of LPs to play consecutively or play just one. (Remember them?) If the arm was left off the spindle the single record would play over and over until the machine was turned off. One night I went to my apartment before the midnight show, put the player against my bedroom wall, selected Stan Kenton’s Cuban Fire, the loudest record I owned, cranked the volume to the maximum and set it to repeat play. I then went to work.
I never heard another peep out of my neighbors.
… the I’m Gonna Wash That Man Right Outta My Hair scene. In case you’re one of the six people who have never seen the show, there’s a “SeaBee shower” on stage operated by the “Billis Bath Boys”, in this case, me and another guy. After a chorus of the song Nellie gets into the shower and washes her hair. When that time came instead of going into the shower Joan walked off stage. (Note: Joan’s understudy was home sick.) One of the nurses, Gay Edmund, who had never played the role or even rehearsed it was standing next to me. She said, “What should I do?” I asked if she knew the role and she said she did and I said, “Get in the fucking shower!”
She did, I pulled the handle and she washed her hair. While Nellie is in the shower De Beque, the man she’s ostensibly washing out of her hair, enters, the nurses all giggle and run off. Nellie comes out of the shower with a towel over her head, sees his feet and stops. De Beque slowly lifts the towel. When Bill Miegs [De Beque] saw Gay’s face he nearly shit a brick. He didn’t know Joan had walked off. The man was a stone pro! After a brief pause he composed himself and went on with the scene.


Frankie Avalon and me in Wish You Were Here

… The audiences were made up almost entirely of teenaged girls. Whenever Frankie was on the stage all you could hear was their screaming. … You couldn’t even hear the orchestra. It was pandemonium.
The adjoining dressing room building was, like the theatre, circular. The four entrances were evenly spaced around the circle with one leading into the theatre and the opposite one the “official” stage door. That entrance would be so mobbed with girls that it was nearly impossible for Frankie (or anyone else) to get out after a show. After the first couple of performances Frankie, his Manager, Bob Marcucci, and I devised a strategy for getting him out unscathed. We found a very large overcoat that I’d put on. Bob would have Frankie’s driver pull up to one of the other doors and Frankie would get into the coat behind me so we resembled a large, four-legged hunchback. Bob would open the limo door, we’d run out and dive into the back seat and the driver would roar away.

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Chapter Seven: First Bites of The Apple
(New York City 1964-1967)

… I arrived in The City on Tuesday, had two auditions on Wednesday and got both jobs.
The setting of the show [Hang Down Your Head and Die] was a circus with two ringmasters, James Rado and Remak Ramsey. The condemned man, a white-faced clown, was played by Gerome Ragni. This is when Rado and Ragni met. A few years later they would write the book and lyrics for Hair. I was a black-faced clown.


Me            Ragni
Near the end of the show there was a scene where Ragni (as the condemned) was to be taken from his cell by four “warders” and marched to the scaffold to be hanged. This action was accompanied by the reading of a description of an actual hanging. The direction was that one warder was behind him, one each at his sides and the fourth (me) in front of him just inside the cell door. As the guy behind him took his hands to shackle them behind his back Ragni was to “go berserk” and try to escape. Fine, we could choreograph that. But no, Murray and Ragni wanted to “do it naturally”. They said that there were four of us and one of him so he should just do it and we should react.
At that point I said, “Wait a minute. You want Jerry to go crazy, try to get away and then you want us to ‘naturalistically’ subdue him and carry him out. Is that what you want?” Both Ragni and Murray enthusiastically said, “Yes!” I replied, “Okay, I just wanted to be sure.”
We got into position, the guy behind him grabbed his hands and Jerry went nuts, flailing his arms and trying to run past me. I put my head in his gut and tackled him, as a linebacker would tackle a running back, slamming him to the hardwood floor and knocking him out cold. Now Murray, the stage manager and the other actors freaked out. As someone attended to the groggy Ragni I said to Murray, “Is that what you want eight times a week?” I had made my point. After a short break for Jerry to recover we properly and carefully choreographed the escape attempt. I received silent nods of approval from my fellow actors.
When I walked into the lobby of Theatre Four (where I’d seen Boys from Syracuse about a year earlier) eight or ten other actors, all appearing to be in their forties, were waiting. I gave my headshot and resume to the guy in charge and sat down. A minute or two later an actor followed by Mr. [Howard] DaSilva came into the room. They shook hands and the actor left. Mr. DaSilva took the next resume from the guy and looked around the room espying my youthful face. “What are you doing here?” he barked in his inimitable growl. “To read for the Cop and Doctor.” I replied, standing up. “You’re too young.” he said as he turned to reenter the house.
Here’s where it gets strange. I’d never done anything like this before but I had nothing to lose and besides, he’d pissed me off. I followed him into the hallway and aggressively told him I was twenty-nine and would by now be a resident if I were a doctor and a detective if I were a cop, or words to that effect. He stopped, turned and stared at me for a few seconds and said. “Okay, okay, you got the job. Be here at nine in the morning for rehearsal.”
I was flabbergasted, as were the other actors who’d witnessed this brazen display of chutzpah. I had the job. Amazing.
Jerry Orbach was the star of our show, playing “Larry Foreman” the role originated by Howard DaSilva.
Jerry and I became friends across a poker table. … Jerry was the best player I ever saw. His acting skills were a big help but it was his personality that really made him great at the game. Jerry was the personification of “cool”. We remained friends until his untimely death in 2004.


Les James            Chris Walken            Me
… The bulk of both [fight] scenes were fully staged with brutal dancing and realistic looking combat. In certain sections we were split into “fighting pairs” and given an area of the stage where we improvised struggles with each other. … The Rumble guy, whose name I’ve forgotten (we called him “Aunt Jemima” because of the red bandana he wore) was a different story. Our fight had a motivation. He told me that before the run was over he was gonna kiss me on the mouth. You want to see me put up a fight!? He was bigger than I, maybe stronger but my desire to keep my “virtue” intact always won the day.
Stan Mazin, who played “Bernardo” (kills Riff at the end of the first act) had … a running battle with Chris Walken who punched him in the mouth about once a week. The Rumble begins when Riff swings at Bernardo but the actors are not supposed to actually hit one another. It’s called “acting” for a reason. Anyhow, Chris was lanky with long arms and a limited spatial consciousness. From time to time he would misjudge the distance between them when he swung at Bernardo thereby causing his fist to come into sudden contact with Stan’s mouth. Stan found this somewhat inconvenient and was not shy about sharing his displeasure with Chris (and anyone else within a hundred yards). On several occasions actual sutures were needed to repair Stan’s wounds and thus he was dubbed the “stitch queen”.
In October I got a role in my first (and only) Broadway show. Pousse-Café was a musical based on the classic movie, The Blue Angel with a book by Jerome Weidman and music by Duke Ellington. What could go wrong? As it turned out, everything.
Finally [after disastrous runs in Toronto and Detroit] we were back to New York and a week’s hiatus was declared before we went back to rehearsals. Both [director] Altman and [choreographer] Gordon were fired and replaced by José Quintero and Valerie Bettis, a matched pair of train wrecks. Later Gordon was brought back to help with the choreography. Bettis need all the help she could get. Alas, there was no help for Quintero who consumed a fifth of scotch every day by mid-afternoon. This is NOT an exaggeration.
… Mickey Leonard wrote a song for us four students called The Eleventh Commandment; Thou Shalt Not Get Caught. Although it was put in the show it was never staged. For two or three of the last previews we just sort of stood there and sang it. The four of us improvised some staging in the dressing room before the show opening night.
The closing notice went up the Monday before we opened on Friday March 18, 1966. Total Performances: Three.

Chapter Eight: Life After Broadway
One night Marie [“Kim” in Gretna Playhouse production of  Bye, Bye Birdie] had me over for a macrobiotic dinner before the show. I didn’t care too much for the “cuisine”. It tasted like ground up place mats to me and was very salty. Hence I drank a lot of apple juice with the meal. What happens in ones’ stomach and intestines after such a repast is not salubrious especially if one has to wear a skintight costume and shake ones’ bootie all over the stage two hours afterward.
To say that I was bloated with gas would be a gross understatement. By show time I could hardly walk. I did everything I could think of to release some gas – jogged around in the trees, did jumping jacks – you name it but nothing worked. How I got through the first act and all the gyrating in that tight gold lamé costume I’ll never know. By midway through the first act the entire cast was aware of my discomfort and, I must say, some were unsympathetically amused.
There’s a scene late in Act I where Birdie is an overnight guest at Kim’s house. He comes to breakfast the next morning, disheveled and grumpy in a leopard skin robe. With Kim close behind him, he briefly peruses the elaborate buffet, pulls a can of beer out of his pocket, takes a swig, belches loudly, says. “Call me for lunch.” and exits. By the time we got to this scene I was in agony. I felt as though my guts were about to explode.
As I reached over to lift the lid of a chafing dish a tiny piccolo fart escaped. I was praying that no one heard it. Alas, Marie (Kim) let out a tiny giggle. That was all it took. I broke up helplessly into laughter. I later learned that Marie was the only one who had been aware of my colonic high note but breakups on stage are contagious and within fifteen seconds the entire company, including the small orchestra were roaring. The audience, without a clue as to what was so funny, were carried along with the merriment. After a moment or three I pulled out the beer, popped the top and took a drink but I was still so convulsed I couldn’t talk so I simply strolled off stage leaving the wrecked scene behind me.
The poker games resumed now with the addition of Jeff. [friend from Pousse-Café] He introduced me to a comely asian girl … the original “Slum Goddess” in the centerfold of New York’s first underground newspaper, The East Village Other … As lovely as she may have been my memories of her are not fond.
She gave me crabs!
This is not a gift to be treasured. I bring this up in the context of the poker games because a few days after this unfortunate invasion of my naughty bits, having painted my crotch with that purple goo one used in those days to kill the little fellows, I went to a game at the home of one of the Pousse-Café dancers. In case you don’t know about this stuff, in addition to getting rid of the crabs, it metes out god’s punishment for carnal knowledge in the manner of a blowtorch. I had a very difficult time even remaining seated let alone keeping my mind on the cards.

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Chapter Nine: Betsy

Sitting in the front row was a lovely young woman with a Shetland Sheep Dog at her feet. I didn’t know who she was but it was as though there was a pin spotlight on her and all the others in the room faded from view. Her presence hit me like a velvet sledge hammer. It was confusing.
… I learned that the mesmerizing lady’s name was Betsy Hepburn and that she was playing “Carrie”, the comedienne, who marries “Mr. Snow”. I was thrilled with her voice and the comic personality with which she sang. She was really good and that was a relief.
… we worked on my big number, Soliloquy. This is a seven minute tour-de-force and I’d sung it many times but knowing that Betsy was ten feet away hearing everything, I sang it better than ever before and socked the high b-flat on the end with all I was worth. Then we broke for lunch.
I asked Betsy if I could take her to lunch. With some reluctance she accepted and we went to the snack bar across from the Inn. As we were eating our sandwiches I told her that I felt like I knew her. She replied that she knew we’d never met. I agreed that that we’d not met before, that wasn’t what I meant. I just had the feeling that I knew her. This was the absolute truth. (It was several years later that I learned the concept of reincarnation.)
Betsy and I had written our own vows and, of course, I blew my “lines” but somehow got through the ceremony anyhow. (Betsy, naturally, knew both hers and mine.) After I kissed the Bride and the recessional began we turned to walk out and I caught my heel on the little rug on the step and nearly fell. To this day, forty-five years later she still thinks I was doing shtick!

Chapter Ten: The Magazine, The Met and Moodus
Sam [Morgenstern, opera coach] finally arranged an audition for me at the Metropolitan Opera with George Schick, Rudolf Bing’s right hand man. I sang in a small concert hall inside the Met building for an audience of one. Opening with Mozart I then sang Recondita Armonia from Tosca. Dr Schick got out of his seat, came up on the stage, shook my hand and asked if I’d like to work with the Metropolitan Opera Studio. I’d never heard of the Met Studio but I accepted the offer.
Then it was time for summer stock auditions. Howard Da Silva and my idol, Alfred Drake had formed a company with the ostentatious name “The National Lyric Arts Theatre” and were planning a season of two new shows and one revival (Rodgers & Hammerstein’s Allegro) at the Goodspeed Opera House in Connecticut. Every unemployed singer in the theatre wanted to get into this company. … they hired both of us.
Howard Da Silva was a delight in every possible way. While Alfred was a fine comic actor, as a person he seemed to be lacking a sense of humor. He was a very private man. Not unfriendly or standoffish, just cool. Howard, on the other hand, was Mr. Warmth and riotously funny. As a director he was gentle but firm and treated everyone equally and with respect.
… fall of ‘68 was … when I learned that during presidential elections, at least in those days, marijuana was hard to come by. It had something to do with the authorities cracking down during election seasons. Nobody, including our building Super, Norman (a serious pot head), could find any dope. Leave it to Frank to come through. He met a guy at a party who said he could get some but only in quantity, minimum purchase four pounds. That was a lot of grass but the price was wholesale, $150.00 a pound.
We put together a small consortium of several friends … and sent Frank to make the buy in a Queens parking lot. We all eagerly awaited his return in our apartment and after a long hour and a half there he was with the briefcase filled with the (purported) controlled substance.
The first thing we noticed about the “bricks” was that they were very sticky. Siggins, the resident expert, inspected the goods and declared that it was most likely “Mafia grass”. These fine Sicilian importers were known to soak their product with molasses to increase the weight. Fine, there was plenty and it was cheap, no problem. We turned on the hot water, put a handful in a strainer and rinsed it until the brown water turned clear, put the stuff on a cookie sheet and into the oven to dry.
The second thing we then noticed was a distinct farmyard odor emanating from the oven. Undeterred we pulled out the warm cookie sheet and found that the contents were dry. Joints were rolled, pipes were charged and the smoking began.
The third thing we noticed was that this shit didn’t taste like ganja. And its only effect was a harshness in the throat that promoted coughing. A close inspection of the leaves revealed the terrible news. We had purchased four pounds of extremely expensive alfalfa!

Chapter Eleven: Group One, Uptown & Swan Song
… On Monday, May 4th the Kent State massacre happened. The following Friday, late in the afternoon, I met Frank Zappa at his Number One Fifth Avenue suite, tape recorder in hand.
Our conversation began with my quoting one of his lyrics; “Mama! Mama! Someone said they made some noise. The cops have shot some girls and boys.” He replied that he didn’t think that put him in the Nostradamus category. And we went on from there talking about politics, music, dope, marriage – you name it. We talked about it.
We spent nearly all of Frank’s free time together that weekend and talked about everything. Mostly he talked, I asked questions and listened. But when we were on music it was more a conversation than an interview. We were both fans of Shostakovich, Stravinsky, Bartok, Honneger, Milaud and the like. He turned me on to the music of Edgard Varèse, one of his earliest influences. He said that his high school music teacher gave him a record of Varèse and he listened to it over and over because, “It was some nasty stuff and I wanted to figure out what he was doing.” (Or words to that effect.)
I was surprised what a gentleman Frank was. …
… The Ballad of Johnny Pot, … was to star David Carradine and Betty Buckley. … it was a major role, third billing after Dave and Betty …
… I knew that Bob Collins had been talking with David about shooting a low budget movie with him that coming summer. On the first day of rehearsal, after the introductions, we sat around a table and did a read through. This was S. O. P. for a new show and I always found it exciting and enjoyable; the first time these words had been spoken by actors. I loved it!
After the read we took a break and David was being “cool” if not exactly unapproachable. He was sitting alone on the floor smoking a cigarette. Without saying a word I strolled over to him and handed him my Group One [BC’s company] “East Coast Vice-President” business card. He looked at it then at me and grinned. The beginning of a strange but interesting friendship.
… David was unbelievably inconsistent. He drove us all crazy. One day he’d be absolutely brilliant and the next the lights were on but nobody was home.
His performance or lack thereof aside, he and I, launched by the BC/Group One connection, became pretty tight. He was staying at the Chelsea Hotel, two blocks from our apartment and almost every night he was there. Betsy would feed us, we’d smoke some dope and David would tell stories. He was the only guy I ever met who could outtalk me when we were both stoned. One night he performed the entire Peter Sellers movie, The Bobo, and it was hilarious. Later when I saw the movie I called him in Hollywood and told him that his rendition was better than the movie itself. And it was.
His hound, Buffalo, was with him every night. “Bo” was fond of cheese and when he snatched half a gouda off the coffee table David whacked his snout and the well salivaed cheese fell on the raya rug. David picked up the cheese and the attached remnants of the rug and popped the whole thing into his mouth. Betsy was appalled. But that was David Carradine. BC called him a mad man and he wasn’t far off.
Earlier that summer [‘72] I had run into Theo Bikel and when I told him I was beginning to do film production work and was thinking of quitting acting he had said. “No one should be an actor if they can live without it.”
I could live without it and after the contractually required four weeks [Boston production of South Pacific] I called Chris [Hewett, director] and gave my two weeks notice. He was pretty pissed off for a while but when we saw him backstage after a broadway show a few years later he had forgiven me.
So I “hung up my makeup kit” as it were and though I did a few more commercials as an actor Luther Billis, fittingly, was my last performance on the stage.

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Here are a few slices of my adventures in the strange and wonderful world of film production (and life itself) between 1972 and 1990.
When you see words enclosed in [brackets like this] those words are there to clarify because of something that I’ve not included. Of course “…” means that anything from a word to several pages has been omitted. And when you see a character’s name in italics it’s a pseudonym.

Chapter 12: Carole King & W/O (1972–1974)

… Although I had retired from theatrical work [as an actor] I had stayed active in S. A. G. and my commercial agent, Lester Lewis, was still on the job. He sent me up for a Bic pen commercial that was going to be directed by Mel Brooks. …

When I arrived at the casting office there were four or five other actors there, all of them muscular and burly. I signed in and asked for a script and was told that the audition would be improvisational. That was cool, I could improvise. Most commercial auditions were for casting directors so when my turn came I was “trilled and delighted” to meet Mr. Brooks himself. He was friendly, funny and immediately put me at ease. He told me he was looking for a caveman and asked me to “do” one and work in the words Bic and banana. I bent over in my best chimpanzee impression, scratched myself, pounded my chest and grunted a few non-words and included bic and banana while glancing over my shoulders for approaching predators.

Mel roared with laughter and asked if I was available the next day to shoot a test for the client. I said I was. He went to the door and called the casting director over and said, “Send everyone home. I have my third caveman”. I was beside myself with elation. I was going to actually work with Mel Brooks. To quote Slim Pickens’ character from Blazing Saddles, “Piss on you. I’m workin’ for Mel Brooks!” …


… You can see the final cut here.

… In April of ‘73 BC [my oldest friend, cinematographer, Bob Collins] was hired by Lou Adler, Carole King’s manager, to produce and direct the filming of Carole’s Central Park concert … He offered me the job of production manager and I, of course, accepted – having no idea of what I was getting myself into.

… the concert was on May 11th. BC came to the City about ten days before the event. There was a lot of planning (which I now know as preproduction) to do.

… It was time to learn about New York’s unions. The … “IA”, was the biggie covering all the film and stage crafts. BC was a member of the Hollywood local for cameramen and he told me to call the New York local. … They assigned us a Gaffer (chief lighting technician) Milty Moshlack and a Key Grip (I didn’t know what he did), Hugo Dominic.

I met Milty and Hugo for the first time about a week before the event when we had our initial preproduction meeting …

When the meeting broke up Milty, Hugo and I went to the site in Central Park …
When the three of us got into the elevator, repeating my pattern from the Neil Diamond job, [my first shoot as production manager, Three Stages Chapter 11] I told them that my experience consisted of four small shoots with relatively tiny crews and that I was in way over my head. I was relying on them to keep me out of trouble. When I look back on this after thirty plus years of working with IA crews, it was a big risk. There are many guys I’ve worked with that would have taken advantage of my inexperience and screwed me royally but I got lucky with these two men. They were both honorable gentlemen and became my “Dutch Uncles”. They taught me every step of the way and are largely responsible for my being able to manage the production without making a fool of myself.

… We rented a Winnebago, got the City to allow us to park it next to where the stage was being built as our on site production office and somehow managed to get the phone company to install two lines.

The stage construction began the day before the concert and it was done by members of IA Local 1, the theatre stagehands  Yet another union to deal with.
… We brought in the rarely seen and long gone Tyler Moxie Mount, which was designed to hang a camera and operator from a construction crane. It’s most famous appearance was carrying Peter O’Toole around the movie set-within-a-movie in The Stunt Man. …

By the day before the concert I was in a state of near panic. As I said, production management wasn’t rocket science but I was quickly learning that it was crisis management. I tried mightily just to handle one thing at a time but sometimes three or four things were blowing up at once and I felt almost as though I were in a war. I was dealing with a union crew of approximately 100 people made up of members of three different locals. The whole thing was nearly overwhelming.

…The Moxie Mount hung from a construction crane over the stage all right but we discovered on the day that something was wrong with it. The thing was not controllable, it just kept spinning randomly. I think the camera operator got motion sickness. …

Both our phones were constantly busy on the shoot day. Late in the morning a telephone operator interrupted a conversation and put through an emergency call from Betsy. The Teamsters’ union was trying to reach me. She said that they had told her that if I didn’t get in touch with them immediately they would shut down our entire operation. I’d never heard of them but I called. I was told in a somewhat hostile and intimidating way that I should have called them days ago and that I “needed”, I’ve forgotten exactly how many but maybe a dozen of their men. I apologized for my ignorance explaining that I was new at this and that they should send as many men as necessary. (I’ve had great relations with the Teamsters ever since that day.)

By four o’clock the Great Lawn was overflowing. Our … crew had erected several sets of risers (scaffolding) for both lights and camera positions. The lighting ones were eighteen feet high and those for cameras were six and twelve feet. Cops were guarding the risers but the crush of the crowd swamped the police and people, mostly kids, began to climb the towers.

… [The rest of this story is in the book.]

… [Fall 1973] …  a recruiting commercial for Cazenovia, a small college in upstate New York. Chuck Sloan [Wakford/Orloff exec producer] assigned me as producer. It was an important milestone for me.

All I remember about this job other than [that] … the campus was lovely, is an incident with the local constabulary. We were shooting in the gym shortly after lunch when a PA (Production Assistant) came to me and said there was a cop outside who wanted to speak to whoever was in charge. I went out and the cop was eyeing our truck which was parked at the curb. He informed me that if we didn’t move it he was going to have to give us a parking ticket. I started trying to figure out where we could put it. There was gear on the lawn near the truck and all sorts of stuff would have to be moved. I asked him to give me a minute and as I was heading back to the gym to get some crew I had a thought. Going back to the cop I asked him how much the ticket would cost. He said, “Two dollars.” I replied, “Officer, do your duty.”

Chapter 13: Manny, Quicksilver and Ansel Begins (1974–1975)

… In May [’74] … AT&T [was] planning a series of two, two-minute documentary style commercials. …

I learned of this when David Johnson, Ansel’s executive producer called me in for an interview. I’d been recommended to produce the job by my former partner, Gary Young who was hired to shoot second camera. I got the job.
…In late June our (very) small crew headed west. In addition to Ray, Gary and me there was Kit Whitmore (AC – assistant cameraman) and Juan Rodriguez (Sound). That was it. We took two Eclair 16mm cameras, a few small reflectors and Juan’s gear. Accompanying us was one agency guy, a writer/producer who was a very nice fellow.

… James Roanhorse [Navajo guide/translator] was waiting for us when we arrived at the motel. “The” motel is correct, as it was the only one for miles and miles. I suppose my history of watching Westerns and The Lone Ranger caused me to expect that an Indian with such an impressive name would look like Jay Silverheels, Ned Romero or Ed Ames. Wrong. Jimmy looked more like Wally Cox. He was short, skinny and wore thick horn-rimmed glasses and a big cowboy hat. However he was a very nice and accommodating young man and we all grew fond of him over the coming days.

The day we arrived Jimmy took us to meet our subjects. From a New Yorker’s perspective, Window Rock is very nearly the middle of nowhere. The actual middle of nowhere was the home of our featured Navajos.

That’s my shadow and this is where our family lived.

Our main character was the father, Mister Dibe, a shepherd. With Jimmy’s assistance he showed us around and told us about his daily routine which began at dawn when he drove this sheep to their grazing area in a picturesque canyon not far from the house and sheep pen. He was reticent and standoffish and we began to feel a bit chary about our prospects, but he was our star and we had to find a way to make it work
I’m not certain how many were in the Dibe family but at least three (maybe four) generations were represented. They all, eight or nine people, lived in this one room house with no electricity or running water. Each one of them who appeared on-camera was to receive S.A.G. scale (about $250 in those days) for each day they were photographed. We were told that the household income for this family was about $3,000 a year so this was going to be a major windfall for them.

The next morning we left our motel at 4:00 AM, cameras loaded, for the hour drive to the location. We arrived just before dawn and were set up and ready to shoot when Dibe rode his horse to the sheep pen. With both cameras rolling we got some beautiful shots lit by the rising sun. We needed to get ahead of him to shoot the entrance to the grazing canyon and Jimmy asked him to stop until we could get ready. He refused. He was driving his sheep and we were free to shoot him but he would not alter his routine.

I must tell you about this canyon. The picture of the Dibe house gives you the idea of the general environment in which these folks lived. I wish I had a shot of the canyon where the shepherd and his sheep spent their days. This was as different as you can imagine from the plateau. A steep path led down from the sheep pen into an amazingly verdant ravine. A cold clear stream gurgled at the bottom. The sounds of the stream, the bleating of the sheep and their bells reverberated off the rocky walls creating a sort of natural music. The whole setting was breathtakingly beautiful.

This impasse remained in effect for the next four hours and while we were able to get some usable footage the situation was difficult to say the least. By 9:00 the temperature was approaching 100° and we wrapped and arranged to go back late in the afternoon.

Dehydrated, hungry and disheartened we returned to the motel and sucked down a few cold Coors while Kit de-dusted the cameras and magazines. His was the toughest job on the shoot assisting two cameras in the desert but he did it without (much) grousing.

… Meanwhile Ray, Gary, the agency guy and I were discussing the Dibe problem and what we could do about it. …

[You know where to find the outcome of this dilemma.]

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Chapter 14: Ansel & est (1975–1976)

My first day, [as manager of Ansel Productions’ studio] Monday 26 September the call time was 6:00 AM. We had a Ray Baker job going on location and a Jerry Ansel shoot in the studio. I went with Ray.

… I got home around 8:00 and Betsy asked what my call time was for Tuesday. I said 5:30.

… The rest of this first week is a blur except for the fact that each night I got home later and each morning my call seemed to be earlier …

… During my [eight month] matriculation at the “Ansel University of Film” [as Studio Manager] the only big name I recall working with was Tony Randall. What the product was, who knows?

There’s a lot of opinion on both sides of the typecasting question regarding actors. It is a well established fact that many movie stars of the Big Studio period nearly always played virtually the same character. Only rarely did, say, Gregory Peck play a bad guy and if he did the character had some specific kind of integrity such as Jimmy Ringo in The Gunfighter or Captain Ahab in Moby Dick. The point is that the most successful movie and TV actors rarely strayed from a certain type, and often this type was very close to their real personality.
Mr. Randall was Felix Unger. He was neither a disagreeable nor an unfriendly man but he was persnickety to a fault. Having recently quit his cigarette habit he would tolerate no smoking anywhere near him. In those days more than half the people smoked and it was not forbidden even on a sound stage – unless Tony Randall was in the cast. We had been warned about this and the smoking lamp had not been lit.

All went well until late morning when, right in the middle of a take, Randall stopped and said in stentorian tones, “Someone is smoking!”

We all looked around but there was no malefactor in sight. Mr. Randall – nobody called him Tony – was adamant. So I was dispatched to find the culprit.
It was a small studio and completely sealed (for sound) so I went out the padded door and sniffed no fumes in the office. I was bewildered. Finally I went out the main door and there, on the sidewalk, were two guys talking and one of them was smoking. I politely requested that they move down the block which, fortunately, they did.

We took a short break while the exhaust fan was run and I posted one of my boys on the sidewalk on nicotine patrol. The shoot continued and we finished the day without further unpleasantness.

With that one exception Tony Randall was very agreeable, professional and easy to work with.

Chapter 16: Distant Locations (1977–1979)

Sometime in late ‘77 or early ‘78 David Johnson (formerly of Ansel Productions) became exec producer for N. Lee Lacy Associates, a big, bi-coastal commercial production company. They had four or five directors in LA and an equal number in New York [DJ hired me as a freelance producer to work with many of them] one of whom was also a DP (Director of Photography), Don Guy.

… [Over the next two or three years I did over a dozen shoots with Don as his producer/AD.] …

The shoot we did for the National Council on Child Abuse … was a Public Service Announcement, as such spots are called. The tag line for the piece was “Help destroy a family tradition” and it was based on a statistic which showed that a very high percentage (in the upper eighties or low nineties) of people who are incarcerated for violent crimes were abused as children.

So Don and I went to Kansas State Penitentiary where all the inmates are lifers who have been convicted of violent crimes. … We had to interview inmates (never called prisoners) and, without them knowing the purpose of the interview, find out which had been abused children. We were scheduled to begin the interviews on Friday morning but when we arrived in Kansas City on Thursday and called the Warden we were told we’d have to wait at least twenty-four hours because the joint was in lock-down. A CO (Corrections Officer – never called guards) had been stabbed in the heart and killed by an inmate using (are you ready?) a Bic pen.

Saturday afternoon we began the interviews. Lifers in a place like this rarely have the opportunity to talk with outsiders so they were all loquacious. A few were even eloquent and we heard some harrowing stories. Practically all of them volunteered their tales of abuse so we had a sizable pool from which to choose our on-camera guys. The original plan had been to do the same at a nearby women’s prison and bring a couple of women to shoot in the men’s facility but the authorities decided that was not a good idea and so we hired a local actress and Betsy (a SAG member) came along as “talent”. She’s the white woman in the middle of the spot. (Youtube link below)

Neither [of us] will ever forget the last man you see in the PSA. His name was Tom Royal and he was in for armed robbery, kidnapping a highway patrolman and transporting him across a state line. If he ever got out of this prison he had another life sentence awaiting him in Oklahoma. But Tom was okay with that. He told Betsy that his work was in prison. He had discovered a book, Be Here Now, by Ram Dass that had changed his life. From this book he had learned to meditate and was now teaching meditation to other inmates. He was completely at peace with himself and his situation. A remarkable fellow. It was from Tom that I first experienced the phenomenon known as “jail-house pronunciation”. Having never heard Ram Dass’ name spoken by anyone else he pronounced it “Rammed Ass”. Even though he didn’t know the proper way to say the name, he certainly got the message of the books. When we got home Betsy sent Tom several more Ram Dass books.

Other inmates with whom we became acquainted were not so enlightened. We had as an inmate liaison a trustee named Terry, who had a Masters Degree in engineering. He, like many of his fellows, worked out with weights. He was in his mid-twenties, about six-feet-two, quiet and well muscled. He was eager to tell his story. Right after he finished grad school his girl friend was working in a convenience store. One night when he dropped by around her quitting time he saw her get into a car with the store manager. He followed in his pickup truck and when they parked at a make-out spot Terry took his shotgun off the rack and blew both their heads off. He seemed satisfied with the justice of this act and said that in the same circumstances he’d do it again. Aside from this little character flaw he was a very nice and helpful guy.

… One of several things we were cautioned about was our tools. All the technicians have tool kits with many potential weapons in them (Bic pens?) so we were told to keep a close eye on the kits. Ira [Brenner, AC] was given an empty cell for the camera gear and his kit and a CO was assigned to watch it. But after the first ten or fifteen minutes of the shoot day we forgot all about the caution. … [There’s a lot more…]

Here’s the finished PSA.

… The only one of Don’s jobs for which I have a firm date is the Phillips Petroleum spot: June of 1979. It was the most logistically intensive shoot I ever produced for a single thirty-second commercial.

The subject was reflection seismology, one of the the techniques used for oil exploration … by petroleum geologists and geophysicists to map and locate potential petroleum reservoirs. …

There were three locations for this commercial: two in the southern Arizona wilderness and one in a Louisiana bayou. …

… Except for the fact that they involved a team of “jug hustlers” [reflection seismologists] and all their (then) hi-tech gear, I don’t remember the actual content of any of the shots Don did on this job. All I remember is the logistics, which were daunting.

The first location in Arizona was, like the Navajo shoot (Chapter 13), another middle of nowhere site. About seventy miles east of Tucson is the old town of Tombstone, made famous in Western Movies. Another twenty miles down an unpaved road is the “town” of Gleeson, which (at that time) consisted of a general store/saloon/ post office and a stop sign. Our location was in the badlands another ten or fifteen miles from there, near the Mexican border. No roads at all. Obviously we were using four-wheel drive vehicles. How we found and how Don selected this spot I no longer have any idea but find it we did.

The first setup was a sunrise shot so we had to navigate this wasteland, which was crisscrossed with gullies and dry stream beds, in the dark. Anticipating this we had gotten some fluorescent orange ribbons of the type that surveyors use to mark our route into the site. We tied strips to bushes and cacti as we made our way back out to the dirt road.

The next morning (if you consider 3:00 AM morning) our sizable caravan bravely set out for the serious boondocks. When we reached our jumping-off point near Gleeson it was still dark, of course, and we discovered that our marker ribbons were considered a delicacy by some of the local fauna. At least half of them had been eaten but fortunately the beasties were unfamiliar with knots and enough remnants had survived for us to, with considerable difficulty, make it to our chosen spot.

… During the dusk portion of the shoot we were visited by some rather large bovine creatures with extraordinary horns and bad attitudes. One of the local guys distracted them sufficiently to protect life and limb (and cameras) and another potentially ruinous situation was avoided.

We wrapped at dark. … By then what had remained of our markers was long gone and we damn near didn’t find the road.

… [After the following day’s shoot on a mountainside] … [we] were off to New Orleans.

… [While scouting the location we had found] Cajun boatmen who took us [into the swamp] …

About the Cajuns: They were strange. Like Gypsies, they are chary of us white men. They are also white but consider themselves apart from the rest of us. But they were accommodating. The only problem I had with them was that they wouldn’t give us a price for their services. This made me (and especially DJ) a bit nervous. But no matter how I explained the problem, my budget etc. they simply wouldn’t say what their charges would be. However since they were the only game in town, as it were, I went along and hired them. This is the only time in my forty years of production work that I couldn’t get at least an estimate up front.

The day before the shoot we all went to the location. We drove about an hour out of New Orleans to the Cajun’s compound. There we boarded a couple of large power cruisers and started up a river to the swamp.


After thirty or forty minutes we changed into several outboard motor boats for another fifteen or twenty minutes and finally into a flotilla of pirogues. These are small, flat-bottomed boats. Propelled by poles, the design allows the pirogue to move through the very shallow water of marshes and swamps.

Once again we city slickers were in the middle of yet another nowhere, a beautiful and vibrant nowhere teeming with life much of which seemed alien and a bit scary. Having found the magic spot we hung some of the Spanish moss. Around sunset when the light was right Don was able to determine the camera and boat positions for the next afternoon. We left a pirogue full of moss to use the next day. … [There were alligators.]

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Chapter 17: The Guild & Four Marathons (1978–1979)

… [On a shoot with Andreas Zahler] … The next day we had a flatbed truck upon which to mount the Ferrari for car interior running shots. With a normal car, shots like this would be accomplished by using car mounts – giant suction cups which would adhere firmly to a door, hood or trunk and allow a small camera to be attached directly to the vehicle. Because we were working with not just a car but a $150,000 (1978) work of automotive art this was not doable. The idea was that with the car on the flatbed we would mount cameras on the truck bed while it cruised through the scenery carrying the Ferrari. The actor would act as though he was driving. Well it didn’t turn out quite that way.

In the motel parking lot we got the Ferrari up onto the truck, the first mount positioned and the driver into place. A small generator was also on the truck and Frost began lighting the car while Andreas framed his shot. He asked Fang to get a small, leafy limb from a nearby tree and mount it in front of one of the lights. One thing led to another and to make a long story short, we spent the entire day in the lot waving tree branches and shaking the Ferrari to simulate movement. The truck bearing the Ferrari never left the parking lot. This became the most expensive stationary camera position in my career. …

Chapter 18: The Italians – Licata & Ficalora (1980–1983)

… We were in Hartford, CT and the spot featured one of the bank’s revolutionary new automatic teller machines. … The ATM was in the lobby of the bank enclosed by floor to ceiling windows. Under ordinary circumstances this presented a challenging lighting situation. But ours was made more formidable by an odd-lots bargain store across the street with gaudy flashing light bulbs of various uncomely colors. As was common practice I sent a PA over to politely request that their exterior lights be turned off for a few minutes while we got our shot. The PA returned and said the owner declined the request.

Bobby Provenzano [prop master] was standing next to me when the kid made the report and he said, “I’ll go talk to the guy.”

For those of you who don’t know, La Cosa Nostra was (maybe still is) reputed to be very big in that city. Anthony Provenzano was thought to be a Caporegime in the Genovese crime family so the name was well known in Hartford. About a minute after Bobby entered the store the whole building went dark. Bobby came back and I asked him what happened. He grinned and reported, “I said ‘my name is Mister Provenzano and I’d appreciate it if you would turn off your lights.’ The guy’s face went white and he threw the main switch.” Bobby was a good man to have on your crew for many reasons.

We wrapped in time for M*A*S*H in Ken’s [Licata, director] room where he and Ken, Jr. were dressed in green scrubs. It was a party.

Chapter 19: Backtracking – Screenplays and Other Adventures (1976–1985)

… Sometime in here I started jogging. … We live a block from Riverside Park which is a wonderful place to run. …

For those of you not intimately familiar with Manhattan, the Upper West Side – like many sections of our small island – attracts a demographically and politically specific population. I have heard it referred to as several kinds of ghetto: Musicians, Actors, Writers, Liberals. You can cast a movie or a play, put together an orchestra, a political movement or a film crew in this neighborhood by hollering out the window. Okay, that’s an exaggeration but you get my point. …

Five years before he achieved national recognition in the TV series Mod Squad we saw Clarence Williams, III in William Hanley’s short lived (88 performances) but stirring play on Broadway, Slow Dance on the Killing Ground. Clarence played Randall, a petty but snappily dressed thief. In the second act Randall is in a verbal duel with the young homeless girl when she nails him with a zinger about his wardrobe.

So one morning I’m running down the park when who do I see coming toward me but Randall himself, Mr. Williams III. Not only that but he’s snappily – if somewhat bizarrely – dressed in a designer running suit, colorful stocking cap and opaque shades. His jogging style makes it clear that he is a natural athlete but his mien is distant and robotic; head straight front, face expressionless he seems in a world of his own.

Nearly every day for more that a week we pass one another, both going and coming, at around the same spot and his behavior and wardrobe are consistent. On the fourth or fifth day, as is my wont with regular co-runners, I nod in friendly recognition and, surprisingly, the mechanical Mr. Williams III returns the small gesture of awareness. This pattern repeats for a couple of days then one morning I have a brainstorm. As we approach within a few feet of one another I speak the girl’s line from the play:

“Where’d you get that outfit, Randall, Barney’s boy’s town?”

Clarence bursts into laughter, stops and offers a high five. We slap hands and continue, chuckling, on our way.

We continue the passing pattern for several more days but now our nods of greeting are accompanied by mutual broad smiles. I left town for a job on location and we have not met again. …

Chapter 20: The Japanese (1979–1983)

Not long after being accredited by the DGA (Directors Guild of America) to work as a First AD, I was hired by George Braun, the owner of a production house modestly called Perfect Marketing Company – PMC, for short. …

PMC’s business was providing services, local contacts and crews, for Japanese production companies shooting in the U S. …

In July of 1981 I did the first of three shoots for Nissan cars (Japan) with Paul Newman. He didn’t do commercials for our TV but he did for theirs and all his (considerable) fees went to the Newman’s Own Foundation (as did all the profits from the foods sold under the “Newman’s Own” label).

… In my actor period as well as in my producer/AD period I worked with a lot of stars, many of whom I’ve already written about and a few more to come, but Paul was in a class by himself. Not only was he one of our greatest actors he was one of the all-time biggest movie stars. And he was the most easygoing, down-to-earth guy one could ever meet. The first indication I got of his attitude was that, in their excessive kowtowing to him, the Japanese had hired a limo to drive him to location. He would have none of that and drove himself to the location. Paul Newman wanted no special treatment. …


Newman-san with Ben-san at Lime Rock

… The following May we did the third (and last) Nissan shoot with Paul at the famous Daytona NASCAR track in Florida. This time the car was a really souped-up sporty model that was advertised as though it was a race car. Paul loved driving the thing. Speaking of things he loved: the only perks he tolerated were that his Winnebago be stocked with Budweiser, popcorn and Haagen-Dazs rum raisin ice cream. But I digress.

PMC housed the crew in a nice hotel right on the beach and had put Paul in a different, much more upscale, place a couple of miles away. After the first day’s shoot we Americans and the Japanese were in our hotel dining room sitting at a large round table having just ordered dinner when Paul walked in. He came over to me and asked if there was room for one more. We grabbed a chair, scooted everyone over and the waitress brought another place setting. When she saw Paul she nearly fainted but regained her professionalism and gave him a menu.

He asked me why the hell he had been isolated and said he’d rather be with the crew. By now he was used to the Japanese kissing his ass but he wasn’t fond of being given star treatment. I told George and he immediately dispatched a PA to move Paul to our hotel.

So Newman-san joined in the conversation telling jokes and swapping stories about weird things that had happened on other shoots. Had you not recognized him you would have thought he was just one of the crew, albeit the handsomest. … [More and funny in the book.]

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Chapter 21 Iris (1981 – 1986)

Morty Dubin: … was my favorite exec producer from my AD years. He hired me to AD for three (that I can recall) of his other directors after Ken [Licata] brought me into the company and once he learned to trust me he never interfered with the work. He asked short questions and liked short answers unlike some exec producers who always wanted a detailed blow by blow of anything untoward that ever happened on a shoot.

… Iris Films had on staff the very best line producer with whom I ever worked: Ellen Rappaport.

… the [best] of the other three directors I worked with there was Richard Avedon. Yes, that Avedon. Most people don’t know that the great photographer also directed TV commercials.

BenDirectorWhen he died in 2004 at 81 we lost a great guy.

… [Between ’81 and ’86 I did dozens of shoots with “Dick”.]
The biggest job I ever did with him was the famous (or infamous) series of four commercials for Calvin Klein’s Obsession. …

… [The] DP [was] one of the best: Nestor Almendros. Before coming to the US he had been the favorite cameraman of Eric Rohmer and François Truffaut. And a few years before, Nestor had won the cinematography Oscar for Days of Heaven. He had begun to shoot commercials between features.  …

Nestor strolled in a little after eight AM … and I introduced myself and chatted with him while we had coffee. I was shocked by the thickness of his glasses. I later learned that – ironically – one of our greatest cinematographers was slowly losing his eyesight.

After the pleasantries he asked me what we were supposed to be doing, as neither Dick nor the cast were present. I told him it was the first of two pre-light days. This was an alien concept to him. “How can I light the set until I see the actors in it and know what the action is?” he replied. I was at a loss. Pre-light days are (or were then) common practice for big sets on many movies and commercials. The DP and his crew (never worked with a lady DP) would rig the basic illumination and then refine it on the shoot day. Nestor was having none of it.

A major prop in the spots was a chess set and there were four or five for Dick and Nestor to choose from so for that and the next day we [the lighting crew and me] all played chess.

On day three Dick, … and the talent arrived. Dick, Nestor and I conferred. They did most of the talking. Actually, Nestor did, explaining to Dick how he needed to see some action in order to light. I got the somewhat flustered director aside and suggested that he bring the actors out, place them around the set, have them walk back and forth so Nestor could see something and get to work. So that’s what we did.

It took the electric and grip crew, under Nestor’s direction, about half an hour to set the lights and for the rest of the shoot barely an instrument was moved except for eye and edge lights. The man knew his business. …

The shoot proceeded in fits and starts. The lead model was pretty wooden but she wasn’t dumb and seemed to be picking up some pointers from the two skilled actors playing the older couple. Jean-Marc Barr, the young man, went on to a successful career in movies, mostly French. His first notable role in a movie with wide US distribution was as the diver in The Big Blue with Jean Reno and Rosanna Arquette, my high school pal Mike’s daughter.

As planned, during the fifth and sixth shoot days we reshot much of our leading lady’s close-ups and two shots and she was noticeably better as an actor. …

Throughout the shoot I was fascinated by the dance of deference Dick and Nestor did together. Each had enormous respect for the other and when they disagreed on camera placement or the framing of a shot it was fun to watch them work it out.

A few months later on another shoot I told Dick about my observation. He laughed and said that it was fun for him too. He also told me that I should have been with him in Rome where he shot a Chanel #5 spot with Sven Nykvist. “Sven wouldn’t even tell me where he wanted to put the camera. I had to watch him walk around the set and when he would stop and clasp his hands behind his back I knew where he wanted it,” Dick said. [More good Avedon stories…]

… In early December of ‘81 Morty asked me to come in for a meeting. He had recently signed an English director Howard Guard who, while quite brilliant, had a reputation for being difficult to work with. … [Here there is a long amazing story about my – AD record – three jobs with Mr. Guard and, for the only time in my career, the day I blew up and with a lot of very loud profanity, walked off a job. It’s all in the book.]

Chapter 23: The French (1980 & 1986)

Not long after I got into the DGA Betsy Reid was hired as production manager for the two week U S shoot on a French TV movie, La Guerre des Insectes. (War of the Bugs) …

It was summertime and the streets of midtown Manhattan were teeming with crowds comprised of both locals and throngs of tourists. … we had a series of setups both inside and outside the main post office across from Penn Station. The most difficult shot was on the long, broad staircase facing Eighth Avenue.

[Director] Peter between me and camera, Kit Whitmore blue shirt, Fang on the right

The action was that the bad guy, fleeing two FBI agents, runs out the door and down the stairs. Seeing a girl sitting on the steps eating a sandwich, he grabs her bicycle and dashes into the traffic pedaling north on Eighth, thereby losing his pursuers.

On a feature movie with a normal budget or even on a high end commercial, the avenue would have been blocked off and filled with picture cars driven by teamsters and precision drivers. The sidewalk would have been populated by extras so the entire situation was under the control of me and my team. However this was not a normally budgeted picture and we had to “steal” the shot. This meant that we had to mislead our movie cops because they would have never let us get away with it. There is no better way to distract a NYC cop than with a cute girl so I assigned the task to the attractive and resourceful Ms Reid. And she did a splendid job.

We had three cameras set for this shot because a) we needed it from more than one angle and b) we only wanted to do it once. We didn’t even rehearse it, just carefully mapped out the action and made sure everyone knew his assignment. When everything was set I spoke quietly into my walkie-talkie, “Roll cameras… and action.”

The bad guy burst out the door followed closely by the FBI agents. He bounded down the stairs, grabbed the bike and headed for the street. The bike girl started screaming and just before the malefactor hit Eighth Avenue an heroic, goodhearted New Yorker grabbed him. Oy veh! New York, New York.

The poor guy was immediately surrounded by several of the crew before he had a chance to beat up the frightened actor. I explained that we were making a movie and thanked him for being a good citizen. He didn’t know whether to be embarrassed or proud.

Somehow Betsy had gotten our cops far enough away from the scene that they were unaware of the event and we quickly reset and got the shot perfectly on the second take. [More…]

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Chapter 24: The Good, the Bad and the Strange (1981–1986)

… this chapter is a potpourri of [thirteen] directors I worked with between ‘81 and ‘86. …

Bill Fertik was (is still, I suppose) a hoot and the only Academy Award winning director I ever worked with. In 1973 Bill’s The Bolero won the Best (short) Documentary Oscar. He primarily made his living (and a good one) directing commercials.

… Over the next two or three years Bill was a regular client and was mostly fun to work with. …

Of all the commercials I did with Bill the most memorable by far were the three we made for Puritan Oil. They were all on city locations and pretty simple celebrity endorsement spots. What made them memorable was the celebrity involved, the inimitable and contumacious John Houseman.

The general public only knew Mr. Houseman from his Oscar winning role as the professor in Paper Chase (the movie and the TV series) but that was merely the icing on his formidable theatre and movie career cake. (More about cake is coming.) …

He had a wicked, dry sense of humor. While we were shooting in the library of the NYC Explorers’ Club there was difficulty with the noise made by a chair in which he was seated. Every time he moved the leather cushion would rub against the leather back and cause an intestinal gaseous sonancy. Our sound man, Gary Rich, was going nuts with blankets, talcum powder etc. but after each remedial attempt the unseemly auditory annoyance would persist.

Finally after rising and being re-seated four or five times when Gary was still unsatisfied Mr. Houseman declared, “It’s not the chair, young man. I am faahting. Now let’s get on with it.” …

Chapter 25: Two More Italians, Sing-Sing & a Greek (1981–1990)

… The … [director Ed Libonati] shoot was for Sports Illustrated; Billie Jean King, Arthur Ashe and Joe Frasier. All three of them were personable and professional and a pleasure to meet. Each one said a single line related to one of their famous events. I think Billie Jean’s was related to her defeat of Bobby Riggs. I don’t remember what Arthur’s was about but both of them were sharp, and quick and well able to give Ed several variations on line readings.

Then there was Smokin’ Joe Frasier. The man’s corporeal intensity was palpable. Even though he was warmly friendly and funny there was something scary about him. He was so physically powerful that I found myself wanting to keep my distance. This was the first man ever to defeat Muhammad Ali!
Joe’s line was: “It was the thrilla in Manila.” He didn’t have it memorized. But after a few rehearsals he got it. Then it was time for the variations. After several standard directions along the lines of, “Okay, Joe, this time I want to know where the fight was.”

“It was the thrilla in Manila.”

“Great, Joe. Now, tell us where the fight took place.”

“It was the thrilla in Manila.”

“Teriffic, Joe. Was this the only thrilla in Manila?”

“It was the thrilla in Manila.”

“Much better, Joe. How many thrillas were there?”

“It was the thrilla in Manila.”

And it went on this way for at least twenty takes and every single time Joe’s reading was exactly the same. It seemed as though Eddie was directing a tape recorder. And finally realizing that Mr. Frasier had taken a few too many blows to the head, Ed threw in the towel. …

Chapter 26:That’s a Wrap – or is it a Pizza? (1985–1989)

… By the first of June [’89] I had [directed] eight [two camera video] shows…, four of them live switched so I was beginning to see how this live video thing worked. A producer – Bernie something, I think –  I’d worked for as a film AD … was producing the taping of the Anne Frank Memorial Concert at St. John the Divine on the 14th. I shamelessly begged him to hire me as Associate Director for the shoot but he said he couldn’t do it. He needed a guy with experience on this type of shoot and as good a film AD as he thought I was, this was a different animal altogether. As I said a few pages ago, [omitted] the film AD and the live video AD are radically different jobs with different skill sets. I fruitlessly pled my case explaining how much I’d learned directing these shows. He said that there was a big difference between a two camera shoot in a living room and a ten camera shoot in a cathedral. I admitted that he was right about that and left.

On the eighth or ninth of June Bernie called me.

“Did you once tell me you had a degree in music?” he asked.


“Can you read an orchestra score?”


“You get the job.”

This is the only time in my life that my college degree actually resulted in employment. The director needed an associate who could alert him to certain imminent musical passages – such as, say, a viola solo – that he wanted to cover with one of the roving, hand-held cameras.

I asked him to get me scores and recordings of all the big stuff and an hour later a messenger arrived with a large package containing scores and cassette tapes of Mendelssohn’s String Symphony No. 1 and the Andante from his String Symphony No. 9, Lucas Foss’ Elegy for Anne Frank and Schubert’s ”Unfinished” Symphony. The Foss was a rehearsal tape since this event was the composition’s debut.

With my Walkman, my headphones and the Mendelssohn #1 score spread out on the dining room table I went to work. I had not looked at a full orchestra score for over twenty-five years. These things are monstrous with a staff of music for every instrument in the orchestra. …

What I was hearing and what I was seeing had no comprehensible relationship. I felt panic rising in my stomach.

So I started at the beginning again and on the third or fourth pass I had an epiphany. Abruptly I could see what was going into my ears. The old neural pathways that had long lain dormant, filled with cobwebs suddenly opened and the sense of relief was epic. I could read again.

… On the day, I arrived at St. John’s – just seventeen blocks from home – at 10:00 AM and found the production manager. The crew was running cables, setting up cameras and lights – I knew a few of the grips and electricians – and other than the shape of the cameras and their tripods, it could have been a film shoot so I was right at home.

The control room truck was there so I went in and introduced myself to the TD (Technical Director) and other techs who were checking their equipment and positioning the cameras. …

Once inside it was easy to forget that you weren’t in a studio control room.

Bernie was right, this was a whole different animal. I told the guys that I was a virgin and would take all the help I could get, explaining that I was a film AD and had some live switching experience but nothing on this scale. I had long since learned the idiocy of trying to fake it in situations like this. … [The director and I] talked for a while about how it was going to go and he told me that my main job would be the positioning of three hand-held cameras in conjunction with keeping him apprised of what was coming up musically, much as Bernie had set me up. I showed him one of the scores with my highlighter markings with camera cues. He was impressed by my preparation but the score may as well have been an ancient Sumerian scroll. But he joked, “That’s why you’re here.” I liked the guy.

We went inside the cathedral to figure out camera positions.

The interior is immense.

The world’s largest* Gothic cathedral, St. John the Divine has been a work in progress since 1892. Its sheer size is amazing enough – a nave that stretches two football fields and a seating capacity of 5,000. It would be full that night.

* Some sources say it’s second in size to the Cathedral in Seville.

… By 2:00 most of the cameras were in place, the stage was up and almost lit so we broke for lunch with a camera rehearsal scheduled for 3:00.

I must admit to a bit of apprehension at this point. I was not used to being the newby. I was nearly fifty-four years old and an experienced professional … at something else. I had talked and wheedled my way into this gig and was harboring some doubt about my ability to cut it. But I was here now and it was happening so I ate my burger and tried to relax.

… [The rest of this story is in the book.]

Between 1972 and 1991 I was involved in the production of over 1,000 commercials plus numerous short films and TV movies. The sample above touches on just thirteen of these shoots.
Need I say more?

BB, October 2013, NYC

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I was shocked when Ben asked me to write this foreword. Truth be told, I didn’t even want him to write the book. Who wants to resurrect life’s painful chapters even if they ultimately deliver the players to peaceful conclusions? Not me! But the determination (bordering on bull-headedness) and dedication of this man to tell his story, was non-negotiable. So here we are.
Much to my dismay at times, he read every chapter of this book to me. And though it was often “not a day at the beach”, it wasn’t as difficult as I’d anticipated.


Being a born leader (Someone said to me recently: “Ben doesn’t suffer fools gladly.”) his powerful voice served him well as a Producer and First Assistant Director in film, commercials, and live musical events. An innately curious man, he was always willing to jump into the deep end of the pool, often conquering very steep learning curves. From film he moved on to video production – shooting, directing and editing. All of these disciplines require much study and practice. And in our relentlessly shifting technological age, there’s no end to the ever-evolving tools. Ben just keeps embracing it all.

Furthermore, and perhaps most significant, through many of his most stressful periods – even our separation and divorce, as devastating as they were – Ben maintained his equanimity. The vicissitudes of life seemed to be no match for his innately positive perspective. And I was amazed as he shared his rendition of our most arduous times, that I wasn’t more upset. I could hear that his love for me had remained despite the anger and hurt, and that the love ultimately eclipsed them. Moreover, given that his ground of being is firmly ensconced in his steadfast sense of humor, laugh-out-loud-funny was often the result.


I’m very proud of him and his indomitable and adventurous spirit. By the way, I love him. – Elizabeth Hepburn, November 2014 NYC

 Openers: Waiting for Elizabeth

The wedding tradition of the groom standing at the front of the church waiting for the bride is no accident. It’s basic training for marriage. As you get a few chapters into this book the specific meaning of the title will become clear. But now I want to talk a bit about waiting for women. I’m confident that all heterosexual men will resonate with what I have to say.

One evening in 2003 or 2004 Elizabeth (often abbreviated as EH) was meeting me at a subway stop downtown to go see a show. *** and while I was waiting I got to thinking about the act of waiting for her. We’d been together by then for thirty-six or seven years and, while punctual to a fault when it came to gigs, in some situations she could be a tad (to use one of her contextually-defined words) “wifty” about time. It seemed always to take her longer than anticipated to complete her final preparations when we were going somewhere together so I spent a fair amount of time at our front door inquiring, “Should I push the elevator button?”

Anyhow in my mind I began to guesstimate how many hours a week I spent waiting for my beloved. It’s been nine or ten years since I did this little exercise and it was done in my not-very-mathematical head so don’t expect a lot of accuracy but it was an amazing amount of time over nearly forty years. Figure (wild guess encompassing over three decades) two hours an average week which is 104 hours a year times 37 years is almost 23 weeks! And you know what? It was worth it. When I add my mom and the myriad girlfriends before I met Elizabeth to the waiting list, fuhgeddaboudit!
But to get back to where I started this piece, this sort of waiting is not what this book is about. You’ll see.


Chapter 27: On the Road (1990)
[Travels with my two Best Friends]

On Monday, 4 June 1990 Elizabeth and I set out on a six week car trip to points west.


[Day 3] Having had an early start we pulled into our Shamrock [Texas] motel a little after 6:00 and we were pooped. The small pool looked delicious and five minutes after we checked in I was immersed. The water had to be eighty degrees. Elizabeth, who loves to swim, decided that a cool shower in the air conditioned room was more desirable than a dip in that tepid pool.

After a little rest I walked – I suppose in the Texas panhandle, one moseys – I moseyed over to the office and inquired as to where I might find the best restaurant in Shamrock. After some discussion between the two young ladies one of them informed me that the Dairy Queen was just down the road. What the hell do you do when the best restaurant in town is a Dairy Queen?

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 Chapter 28: Seven Nights (1989–1992)

[Elizabeth takes the Stage]


When you do outdoor concerts you pray to the weather gods – whether you believe in them or not. They heard our prayers for three out of four nights. Not too shabby. Friday was a different deal altogether as you will see.


Ch 28-6 Wind

Click for Video

Chapter 29: Video Casting Source (1990–1994)
[Talking Headshots]
We bought a Sony EVO 9700 Hi-8 (cuts only) editing system *** And I had to learn how to use [it].
Just off the main area of Ed’s studio there was a small storage room with a desk in it. When the edit system was delivered I unpacked it and set it up on that desk. As I was doing this an actress, one of our discounted helpers, asked what it was. When I told her she said, “Are you an editor?” To which I replied, “Ask me again in a week.”
I sat in that room for ten hours a day for the next several days until I could comfortably execute the basic tasks required for assembling our reels.


In Circumstances Beyond My Control I told of the many occasions when I came home – after shooting in the rain all day, or freezing my ass off on the Brooklyn Bridge in February or spending twenty-two straight hours in a sound stage – and said to Elizabeth, “In my next life I’m coming back as an editor.” As it turned out I didn’t have to die and reincarnate.


Chapter 30: Ben Bryant Video is Born (1994–1996)
[Soloist again]


I don’t recall exactly when this momentous event occurred but sometime in ‘95 EH asked me to sleep on the futon. I think it was shortly after she went to the bank to get some cash from her own checking account – in which she thought she had a balance of around $1,500 – and found it empty: zero balance. The NYS Tax folks had put a lien on the account and taken every last nickel. Talk about a body blow! This was the beginning of the end.


Elizabeth’s shrink recommended a colleague, Herb Robbins, who turned out to be ten years my senior, twice married and a former pro piano player. We hit it off immediately.


For openers Herb had a great sense of humor – as did Manny, my first shrink back in the ‘70s – which made a sometimes painful process a bit less onerous. As I learned more about him he became an even more interesting guy. Raised by vaudevillian parents, as a child he spent time with an “A List” of soon-to-be famous performers from the Ritz Brothers to Jack Benny. Before Herb was ten he could do a soft shoe with hat and cane as well as play piano. I don’t remember how it was that he grew up to be a psychologist instead of a song and dance man but I am glad it worked out that way.
One of my favorite Herb Robbins stories is about the time when he was in Africa as a young doctor, touring with some sort of UN group. He and his band of Americans found themselves in the camp of a nomadic tribe who didn’t seem all that friendly. Surrounded by hostile looking half-naked warriors with face paint and spears, they had no way of communicating their friendly intentions and were becoming concerned that white meat may be a delicacy favored by their hosts. In a moment of inspiration evoked by sheer terror Herb began to dance a soft-shoe. Almost immediately smiles spread across the previously stoic ebony faces and the formerly fierce fighters began to imitate his movements. Soon the entire encampment was filled with joyous terpsichorean glee and no one became a light lunch for the locals.


My old friend Ellie Ellsworth, with whom I’d done Jacques Brel is Alive and Well and Living in Paris way back in ’71 and from whom I had heard not a word for several years, called one day and asked what I was doing in August. I said something like, “It’s March. I don’t know what I’m doing in April.” She invited me to breakfast to discuss a project.
We met at a diner on Broadway in the 90s a few days later and Ellie told me about her current passion, something called The Cabaret Symposium. “Cab Symp” as it was referred to by familiars, was a nine day training program for Cabaret performers of which Ellie was founder and artistic director. Held at the famous and pastoral O’Neill Theatre Center in Connecticut each August, the program attracted singers – called Cabaret Fellows – from all over the country as well as the occasional Brit. *** There were about a dozen so called “Master Teachers”. That list comprised such luminaries as singers Margaret Whiting and Julie Wilson, songwriters Babbie Green and Carol Hall as well as five of the best piano player/coach/accompanist/arrangers in the business including Tex Arnold, Shelley Markham and Paul Trueblood. There were several other teachers I’d never heard of but who turned out to be really good. For each of the first five days of the event there were approximately ten hours of activities that Ellie wanted videotaped including classes and performances held in a variety of venues across the campus. The last four days were lighter but still would require several hours of shooting.

Dollar signs began to dance before my eyes. ***
Then Ellie dropped the first shoe. She asked me if I would do the job for the same fee as all the master teachers. Knowing who they were (Paul Trueblood charged $75 an hour for just accompanying singers, never mind coaching.) I figured I was still okay in the dollars department then she dropped the other shoe. “They each get $1,500 for the entire nine days.”
This affront took me aback. (I’ve waited seventy-eight years to write that line.)


At some point when I realized that the parting might be inevitable I told her that I was not leaving our apartment. If I was going to lose my beloved wife I was not going to lose my beloved penthouse, too. Elizabeth called my bluff – which wasn’t really a bluff – and started looking for a place where she could go. After a short time she found one, her friend Alice’s pieds-à-terre in the Murray Hill neighborhood.
EH moved out of our home on Saturday 13 July July 1996. That was the low point of my life.

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Chapter 31: She’s Gone (1996–1997)
[…after twenty-nine years]

So there I was, two weeks short of the thirtieth anniversary of meeting the love of my life and she was gone. Words fail me but I’ll try a few: Desolate, Devastated, Heartbroken, Angry – after thirty years as half of a pair I was, again, a singleton. How the hell did this happen to me? How did I let it happen? How did I cause it to happen?
There were no answers. There was only emptiness and a feeling of unworthiness. If the person who knew me better than anyone had rejected me what good was I to anyone else?


By the time the [first Cabaret Symposium] session ended at 10:00 PM and I’d shut down, labeled the tapes and safetied all my gear, I was exhausted and sweaty from the long day and could hardly wait to get into the shower. A-Ha! But this was also true of several dormitory mates. A group shower in a football locker room is one thing. A group shower at a Cabaret Symposium is – for a straight guy – something else altogether. I now knew what a cute girl felt like when being ogled by the boys. However I took the salacious remarks with good humor and told the men that while I was flattered by their attentions I was definitely not inclined to change teams this late in the game.


Several of the teachers were songwriters. The most notable of these was Carol Hall who had written music and lyrics for the Broadway hit Best Little Whorehouse in Texas. I loved Carol who was possessed of an acerbic humor and a sharp critical mind. Perhaps a tad more protective of the creators’ tunes and words than some of the faculty, Carol would brook no improvisation of lyrics. One hapless Fellow began a song and got about four bars into it before Carol stopped her. “What’s that lyric again?”, she asked. The girl recited and Carol pointed out that those were not the words she sang. I obviously cannot recreate accurately the entire exchange (wish I still had the tape I shot) but one thing Carol said was along the lines of, “Would you say ‘to be or maybe not’? I don’t think so. The lyricist labored hard and long over those words and deserves respect. By the way, who wrote that song?” The young singer phumfered and finally admitted that she didn’t know.
Quietly Carol said, “I did.”
If ever a person wanted a hole to open up and swallow them this was one of those times. But Carol’s point was well made and there were no more improvised lyrics for the next eight days.


 Chapter 32: From Tamberelli to Final Cut Pro (1997–2001)

[Rooming with Tony & Going Digital]


By now she [my mom] was in her ninety-third year and still going strong. From the time Elizabeth split I had been visiting her in LA twice a year and was always amazed at her vitality. Every day she took a brisk one hour walk up into the Hollywood hills. When I say brisk I’m not kidding. She was barely five feet tall and I damn near had to jog to keep up with her. And she was resilient. On one of my weekly phone calls when I inquired as to her wellbeing she replied that she was a bit stiff and sore. To my query about the reason she said, “I was standing on a chair changing a light bulb and I fell off.” The woman was in her 90s and a fall from standing on a chair left her merely “stiff and sore”. Most people her age would have broken at least two bones and a hip!
I’m ever thankful that I have her genes especially when my bike collides with a quickly opening car door.


Early in 1999 Elizabeth sent me the divorce papers which I signed. I was officially – at age 64 – a bachelor once again. I was not thrilled with my newfound freedom.


My buddy Phil Sexton [and I] were watching the Rams beating the Titans in the Super Bowl when he mentioned that he’d read that Apple was coming out with a Mac based editing system called Final Cut Pro. This conversation changed my life. About three weeks later (early March 2000) I was the proud owner of a Mac G4 computer and FCP 1.0.


David Weinstein, hired me to shoot and edit a sales demo for the [Cabaret Lulu] show.
“Lulu” was the stage name of David’s wife, a comedienne/singer around whom the show was built. A mix of comedy, music, magic and juggling, it resembled classic vaudeville and was designed to appeal to the senior citizen demographic – which it did. ***
Late in February I *** shot two performances with two cameras. Then it was time for (gulp!) my first actual Final Cut Pro edit.


David *** sat next to me with both the [FinalCutPro] manual and the [“how to”] book open and would look stuff up while I played with the controls trying to make things happen.
He’s a cool and surprising guy. When I met him I thought he looked like a banker, all dapper in his three-piece suit. Then he showed up at my place to edit in jeans and leather jacket, sat down and pulled out his stash and began to roll a joint. I assured him that smoking some reefer was fine but I declined his offer of a toke. Trying to learn FCP while stoned would not have worked for me. We spent a lot of time together for a couple of weeks and

I got to learn a lot about his multifaceted background.

David had a wild and wooly youth. I may be misremembering some of the details but as I recall he was somewhat of a hippy, doing a lot of mind-altering substances. Then he got into fund raising for various activist causes. At some point he dropped out and bummed around Europe for a while with the likes of William Burroughs and Alan Ginsberg. When he came back to the states broke in the mid-‘70s, on his first day home he got a call from a political group that was looking to hire a fund raiser. He needed a gig so badly that he didn’t care the color of the politics and thus a former psychedelic refugee joined the team of Ronald Reagan.
Mind you, these stories rolled out over several days with tasty tidbits spicing the conversation while searching for information on how to make an image rotate as it moved across the screen and such like.
Once Ronnie was ensconced at 1600 Pennsylvania Avenue our dope-crazed weirdo found himself working for the President of the United States. How bizarre is that?


By now, after four years of separation, I was very clear in my mind that this woman was my mate and I was determined to get her back. I did not know how but I was gonna do it.


 Chapter 33: Working at Home (2001–2002)

[A new Era in Editing]


My entire edit system: G4 with display, video monitor, DV, Hi-8 and VHS decks all fit nicely onto what used to be our dining room table. ***
The spot previously occupied by our (Elizabeth’s) grand piano was now stacked with camera gear, lights, stands etc. The apartment quickly took on the appearance of what it had become, a working bachelor pad. Plants died, piles of stuff began to accumulate. I was never very neat. Clean, yes. Neat, no. My cleaning lady’s challenges grew.


I didn’t learn this until quite a while later but the 9/11 event was a major factor in Elizabeth’s revised attitude about our being together. I’ll let her tell you:

For the world, the attacks on the WTC on September 11, 2001 were traumatically shocking; for New Yorkers, they bordered on the inconceivable. What happened here?! I was among thousands of the dazed walking north from midtown to the sound of Jet Fighter Planes flying over the city relentlessly. Very strange and ominous. However weird though, this shock offered each of us the opportunity to hold life in a brand new perspective. What’s really important to me; moreover, who’s really important to me? I wanted to gather all the people I loved to my heart, to my life. Most prominent among this group was Ben. I had to address this.


On one of my LA trips we went to see Mom’s physician. Doctor Aziz was a kindly gerontologist and he administered an Alzheimer’s test. The questions were along the lines of “What day is it?”, “Who is President?” and the like. Lucy would answer the question then look at me and roll her eyes as if to say, what’s this guy’s problem? I think the only answer she missed was the year so she passed the test. When she complained of not having an appetite the doc asked what she really liked to eat. “Pie, ice cream, fried chicken,” she replied. This is when Dr. Aziz really impressed me. He told my mother that she was ninety-some years of age and had earned the right to eat whatever she pleased; all the pie, ice cream and fried chicken she wanted.


By this time (April ’02) Elizabeth and I were seeing each other with some regularity: dinners, movies but we were always in public places. *** I was being very cautious because I felt in my bones that the possibility of a reconnection existed and I didn’t want to blow it by being pushy in any way. However sometime in that period I mentioned the fact that we were never truly alone with one another and felt that we might consider some way to remedy that situation. Much to my surprise – and inner delight – she didn’t torpedo the idea. And I didn’t push for an immediate response, just let the idea sort of saturate the space between us.
Then a couple of weeks or so later with my heart in my mouth I floated the bodacious idea that we should go somewhere together for a few days. Again, joyous surprise; she didn’t grimace and shudder. I suggested a few days in Puerto Rico, we’d had a nice vacation there once. She didn’t freak out but sensibly suggested that if we went that far and things were not in synch… I had to agree so I let some time go by then suggested a weekend at a B&B in the Berkshires. This idea was met with seeming acceptance. *** [T]he next day she decided that if things went sideways she’d be “walking down the Taconic parkway” and called it off.


It had become clear that the only way this was gonna happen was in a very nice Manhattan hotel.


At 1:15 PM on Saturday June 8th I picked up Elizabeth in a limo with roses and champagne. (I’d also packed a CD player and small speakers so we’d have our music in the room.) She didn’t know exactly where we were going, only to a hotel. We took a cruise around Central Park and pulled up in front of the Park Lane [on Central Park South] at 1:45.


Eric [Brown] had produced (and was playing the leading role in) a showcase of Neil Simon’s Chapter II at the Producers’ Club on 9th Avenue in midtown and wanted two performances videotaped the coming weekend. He asked my availability and price and when I gave him the number he didn’t quibble that it was more than he could pay nor did he ask for a discount. He just said, “Okay.” This was very unusual.
On 26 and 27 October I shot the shows, which were quite elegantly produced, especially for a showcase. This was no black box stage with mismatched furniture but a fully realized, professionally decorated and lit set that had obviously cost some bucks. Eric did a good job with his role, the other two actors were okay, and Melinda Pinto the woman playing his love interest was excellent and gorgeous.
When I looked at the check Eric gave me I knew why he didn’t complain about my price. His address was Sand’s Point, a very exclusive Long Island neighborhood where there were no poor people.


New Years’ Eve 2002 was the first one Elizabeth and I had shared in a long, long time. Neither of us remembers what we did but we both remember that whatever it was we did it together.


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Chapter 34: Creative Entertainment (2003–2004)
[Friend with Money]


Early in January 2003 I got a call from Eric Brown. He was producing (and starring in) Plaza Suite, another Neil Simon play and wanted to be sure I would be available in June to shoot it. I put the date in my calendar and then I had another brainstorm. This guy was a player and might just go for the idea that was percolating in my head.
The next day I called and asked if he’d like to get together the next time he was in town because I wanted to discuss an idea with him. On Monday January 20th he came to my apartment with Melinda ***. I pitched the idea of making a documentary about the creation of the show – from casting through opening night. They both found the proposition appealing.


This budget was what we call run & gun, a no frills project with Peter [Longauer] and me as the entire crew, shooting with available light.


During all this Elizabeth and I continued “dating” – dating my ex seems a strange thing – we spent Friday nights and sometimes Saturday nights together although due to the fact that she had a queen size bed I didn’t often sleep over. But we were growing closer and this made me very happy. In fact with the project, money coming in and, most importantly, being with Elizabeth once again, this was one of the happiest periods of my entire life.


At some point during the Nyack to Ninth Avenue shoot when Eric came over to see some footage he had mentioned that once the show closed he wanted to get together to “pick my brain” about producing. I’d demurred saying that I didn’t know anything about theatrical production. But Eric explained that he wanted to learn about movie production, a subject with which I had some expertise. That meeting occurred in 2003 on July 22nd. He asked me how I got started.
So I told him about being “thrown into the deep end of the pool and having to quickly learn how to swim” and the subsequent stories of my on-the-job-training as a production manager and producer. The short answer being that the best way to learn how to be a producer is to produce something, ideally with the support of a mentor.
The next thing he said changed my life. “You have any projects that we could do?” or words to that effect.
I did.


I’m not certain when Eric committed to producing (and financing) what came to be Elizabeth Hepburn’s Better & Better Series. *** In any case I got my first check for the project in February 2004.


Saturday morning [the first shoot day in North Carolina] I was wired, cranked, over-adrenalined – pick your adjective. By this time in my career I’d run hundreds of shoots, big and small as producer and/or 1st AD and dozens as director. But this one was different. Not only had Elizabeth and I created it from scratch I was in complete charge and had absolute responsibility for the success or failure of the movie.
*** I didn’t realize it at the time but I was so stressed that I didn’t give Elizabeth the support she needed but thank god she’s a pro and she stood and delivered in spite of it all.


Elizabeth: Hair and make-up was being done by Donyale in a small cabin on the grounds. *** Suddenly a PA was in the room telling me to get to the creek immediately. *** The next thing I knew I was standing on a rock in the middle of the creek feeling like I’d been shot from a cannon. Somehow we got the job done.

34-5 EH Creek


 Chapter 35: Group One Redux (2004–2005)

[Editing Nine Movies at the Same Time]
During these post-production delays [on B&B] Eric and I began to develop Birth of the Music Video. The idea we came up with was to stage a reunion of the five key Group One members.


At least eighty percent of this [B&B] edit was like a giant jigsaw puzzle, more like a documentary than a scripted movie. Except for Elizabeth’s on camera synch scenes – twenty percent or less – the rest was all simply moving pictures. There was no scenario, no visual plan. It was completely up to me to take this copious quantity of non-specific, beautiful footage and create coherence. The pictures had to support what was being said by Elizabeth and relate both rhythmically and conceptually to her expression as well as to the music. I’m so glad that I didn’t analyze the task that way when I was doing it. Had I done so I may have become paralyzed by the scope of the thing. I just plunged in without thinking about it very much.
What I did do, both on the unconscious level and sometimes the conscious, was to ask for help, guidance. I’m not talking about praying per se. I more or less abandoned that practice along with my fundamentalism way back in my twenties. Higher Power as they say in the twelve step programs? Inner wisdom? Don’t misunderstand, I was not hearing voices nor was I conscious of any external or subconscious influence. But with all the metaphysical/Spiritual training I’ve had over the last thirty-plus years I’ve come to accept the concept that hunches, ideas that pop into my head while on my bike or in the shower, are messages from… The Universe? My Higher Self? My Inner Wisdom? My Guides? The Artist Within? More religious folks might think of Angels. I don’t know and it really doesn’t matter what label you put on the phenomenon. What I think is important is that you notice, pay attention to these subtle cues. As Elizabeth might put it, “Open one’s self to the available guidance wherever it comes from.”
I did that. Most of the time it was not conscious and sometimes I’d say out loud, “I need some help here.” Most, if not all, of the time I got it.


Why not cater the [reunion] lunch in a soundstage? I got on the internet, did some research and came upon the Atwater Village Studio (now defunct). It was located about a mile from my folks’ former house near Glendale and on the website looked like a really retro studio. *** It was perfect; like something from the 1960s, full of old Mole-Richardson studio lights, a humongous ancient Moviola dolly and other equipment from that bygone era.
I immediately decided that it was the ideal location for the lunch and the next morning we took Pam [caterer] there to look it over. She arranged an elegant, delicious buffet and supplied everything from the food to the table and chairs.


Sometimes confluences of events happen in a remarkably favorable pattern. One doesn’t usually recognize these synchronicities until after the fact. Such a pair of fortuitous occurrences came about in that happy month.
Eric announced that it was time for us to get an office together in Manhattan.
Elizabeth announced that it was time for her to move back home to our penthouse.
The second of these announcements was a wish fulfilled.
However, immediate action was required. I had been living alone in the apartment for nine years and working in it for nearly four. I was not the neatest guy on the planet and was (then) a smoker so the place smelled of cigarettes. The apartment was filled with gear and hadn’t been painted for fifteen years. It had devolved from a lovely penthouse with a beautiful garden into a grungy working bachelor pad. While the trees and large bushes – including roses – on the terrace were still alive, the plants also needed a lot of work. Basically the apartment required not merely paint but renovation.


Then on Monday the 20th I saw a guy from the landlord’s office in the elevator and he casually said, “Pablo will start your painting tomorrow.” WHAT!? Tomorrow??!!?? Arrgghhh!
I can write no better a description of the traumatic painting event than I did in Circumstances Beyond My Control so here I quote Author Ben Bryant.

For those of you who dwell elsewhere this may not seem like a big deal but having one’s NYC apartment painted is an even bigger deal than moving. When you move you pack everything up and take it out of the apartment. When you get painted you pack everything up and put it in the middle of the floor. And that’s just the beginning. Six or eight days of chipping and spackling and dust are the prelude to the primer coat.
“Where the hell did I put those whatevers?” “Which box is the thingamajig in and what room is it in?” “Christ, there are plaster chips in the damn bed!” You get the idea – and this chaos goes on for three or more weeks. And finally after the longest month of your life it’s done. Then you have to put everything back. Fuhgeddaboudit.
Jeff and I began to scramble. The books were still on the shelves, the pictures, mirrors and paintings still on the walls and they were gonna start in eighteen hours.
By the next morning the living room was ready and Pablo arrived …


On Thursday June 23rd I was happily on my way back to LA.


We rolled the four cameras and the conversation rolled as well… for four hours. It exceeded my expectations and then some. I could have simply cut to whatever camera had a shot of whoever was talking and made a four hour movie that would have fascinated anyone who was a student or aficionado of film history.


Peter and I arrived at JFK a little after midnight on 30 June, drove home and found a parking spot right in front of our building. Thank you, Jee-zus-uh!
That’s the good news. The bad news is that I walked into what used to be my apartment but looked more like a construction site. Pablo and Manuel were still working on the destroyed walls. It would be another week before they even began to spackle then a week more before painting began. In all it took them nearly four weeks to finish the job.


The hardwood floors needed to be refinished and good ole Jeff volunteered. We rented a radial floor sander/polisher and the Monday after Pablo and Manuel finished we went to get the machine and humped it two blocks up the hill. The thing weighed a ton. Not really but it felt like it.
Once we got it home and plugged it in the fun began.
I watched at first in fright then in amusement as Cowboy Siggins busted the electric bronco and rasseled it under control.
*** The sander was plugged in and ready to go. Power on! I am not a large person and this machine manhandled me as if I were a rag doll. I did the only thing I could do to control it; I turned the power off. Whew! There was much laughter from all who witnessed this display of machine vs. human. Score one for the machine. I raised the rotating sander plate off the floor and flipped the switch. I gently lowered the rotating plate to the floor. Once more I took off across the floor with the machine having its way with me. Power off! Again much laughter. I was now down, two to zero against the machine. I realized then that I had to man up and get brutal with it. I grabbed it firmly, raised the rotator and flipped the switch. Grasping the handles with an ultra-firm grip, I again lowered the sanding plate to the floor, hanging on for dear life. Success! At least for a moment, then I tried to move the sander into position and again it slipped from my control and took off for one of the walls. Power off! I had had a modicum of success and was getting an insight into the machine. Again I flipped the switch and struggled to find the right grip and angle to control this very powerful opponent. It took me about five minutes to get all the kinks out of our relationship, but finally the machine succumbed to my will and the job was underway.


Final touches on Saturday and Sunday dawned warm and clear.
Elizabeth was coming home.

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Chapter 36: Convivientes (2005–2010)
[Home Again]


Sunday 24 July 2005 was one of the happiest, albeit exhausting, days of my life.
Nine years and eleven days after Elizabeth (and a couple of her friends) moved her out, I (and a couple of my friends who are hers too) moved her back in.


In July [07] I was going to the extreme East Side for a cardiac stress test with Fred, my heart Doc. Rain was pouring so I put a clean shirt, shorts and sox in a plastic bag inside my saddlebags and set out on my bike, leaving time to change into the dry clothes before the test. (I had another set of dry duds at my office, including sneakers.)
As I was rolling, happily soaking wet, down the left lane, right next to the sidewalk, of Second Avenue a couple of blocks north of Fred’s street I hit a puddle.
A bit of advice about riding a bike in the rain: You cannot tell how deep a puddle is.
This one was a major pothole maybe four inches deep. When my front wheel entered it the bicycle stopped. I did not stop. Well, I did stop actually… soon after my face made contact with the sidewalk.
My helmet and its visor prevented grievous cranial and facial injury. (Don’t ride a bike without a helmet!) Severe? No. Bloody? Yes. As all men who shave are aware, even minor facial cuts can bleed profusely. I had several of those plus a quarter inch circular divot in the front of my chin. I must have looked like the survivor of a perilous industrial accident. People on the sidewalk were very helpful: assisting me to my feet, asking if I needed an ambulance etc.
I reattached the helmet visor, got back on my bike and rode to Fred’s. His group was in a high-rise building, not a hospital or medical complex so the folks in the elevator gave my sanguinary presence a lot of room.
When I presented myself at the reception desk the young woman looked up from her papers, blinked a couple of times and said, “This isn’t an emergency room.”


By the beginning of 2010 Elizabeth and I had been living together – “in sin”, as our mothers would have put it – for four and a half years. The subject of remarrying had been mentioned but as much as I wanted to formalize our togetherness I’d not been at all pushy about it. Then one fine day early in the year she said, “I think we should get married.”
I could hardly believe my ears. No woman had ever proposed to me before. I’m not sure but I probably cried. (Don’t tell anyone.) We set the date for May first and our terrace as the location.


Our second marriage was truly a new beginning to a new life together. Who knows what that will bring? The possibilities are endless.
Maybe I’ll write a book about it. Or maybe Elizabeth will.

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