(Editor’s note: This on-the-set account of the filming of Orson Welles’ “The Other Side of the Wind” first appeared in the July 1986 issue of American Cinematographer. Wellesnet is pleased to reprint it here with the kind permission of Kevin C. Brechner and American Cinematographer).

By KEVIN C. BRECHNER

One of Orson Welles’ last films as a director was The Other Side of the Wind. In March and April of 1974 a portion of the film was shot at Southwestern Studio and in the town of Carefree in the Arizona desert forty miles north of Phoenix. I had the opportunity of spending three days on the sets. The last two days I brought an old Leica IIIf and was allowed to shoot anything from the sides and the lighting catwalks above as an observer-participant only. What information I gained came from talks with the cast and crew; it must be considered hear-say information and taken with a large grain of salt. However, the overall mise-en-scene does give an indication of the way Orson Welles was working at that point in his career.

The Other Side of the Wind has not been released. Excerpts of the film were shown on the telecast of the 1975 American Film Institute’s tribute to Orson Welles (American Cinematographer, April, 1975). It revealed some magnificent photography and editing. The cast list of the film is rather impressive in itself. Included among the players are John Huston, Ota Kodar, Peter Bogdanovich, Edmond O’Brien, Lilli Palmer, Norman Foster, Mercedes McCambridge, Dennis Hopper, Paul Stewart, Susan Strasberg, Claude Chabrol, Stephanne Audrian, Robert Random, Paul Mazurky, Henry Jagtom, George Jessel, Cameron Mitchell, Benny Rubin, Pat McMahon, Frank Marshall, Curtis Harrington, Dan Tobin, Larry Jackson, and Stafford Repp.

Many others play small roles and bits or serve as extras. Most of our knowledge of the film comes from accounts written during or after the filming. A recent interview with the filmmaker Henry Jaglom described The Other Side of the Wind as “A brilliant film he (Welles) made about Hollywood that’s been locked in a vault in Paris because of a complicated legal suit.” Joseph McBride’s book Orson Welles (Viking Press, New York, 1972) gives a description and photographs of the early stages of filming. A newspaper account by Joyce Haber in the Arizona Republic (March 21, 1974) describes the role of Peter Bogdanovich. Three recent books on Orson Welles by James Naremore (Oxford University Press; 1978), Barbara Learning (Viking Press, New York, 1985), and Charles Higham (St. Martin’s Press, New York, 1985) discuss The Other Side of the Wind at length. John Huston described his involvement in his autobiography, An Open Book (Alfred A. Knopf, New York, 1980).

My involvement in The Other Side of the Wind resulted from a phone call made to the secretary at Southwestern Studio. The studio was all but shutdown due to a lack of business. Only a skeleton crew remained consisting of the studio management, Tom Brodek and Mark Lambert, a secretary, the operations manager, and a couple of guards. Southwestern Studio had three large soundstages, production offices; facilities for makeup, dressing and editing; a tour department, and a 125-acre back lot with Western street. Although the studio was well outfitted, it had seen better days as the network television home of The New Dick Van Dyke Show, which ran for three seasons on CBS. The studio also housed production offices for Hugh Downs and had been used for several network pilots. The studio or back lot had been used for part or all of several feature films, including Zabriskie Point (1969), Cancel My Reservation (1972), Pocket Money (1972), Man and Boy (1972), and the short feature Time River (1973). But by 1974 lack of work had caused the tour department and all but the most vital functions to be closed down.After that I periodically phoned the office to keep in touch. It was one such call that got me involved in The Other Side of the Wind.

When I asked what was going on at the studio, the secretary said, “Oh, not much…. It’s pretty quiet here. … Oh, … Orson Welles is back on Stage One working on a film.  They’re having trouble finding extras maybe you could help.” Trying to remain calm, I forced out a reserved, “Well, … maybe I could find some time.” A Phoenix newspaper earlier had run Joyce Haber’s article announcing that Welles was filming at an undisclosed location in the Phoenix area. The city was abuzz with rumors about where that might be. The secretary gave me the phone number of Rick Waltzer, a production assistant on the film. When I spoke with him he said that they did indeed need extras because of the studio’s remote location. I arranged to gather together some friends, mostly film enthusiasts and graduate psychology students, to travel the 40 miles north into the desert the next evening to be “extras in an Orson Welles movie.” Incidently, some of the extras those nights have gone on to prominence in other fields, such as psychologists Dr. Avril Thorne of Wellsley College and Dr. June Flora of Stanford, and social economist John Cook of the University of North Carolina.

I drove up to Carefree a little earlier than the eight o’clock call to find the sound stage set up, but empty of people except one technician. It was not until about nine o’clock that the cast and crew began to come in. Bit-by-bit from questions directed to the crew I gained a mosaic of what the film was about and it seemed every bit as incredible in concept as Citizen Kane.

The Other Side of the Wind tells the story of an aging film director, Jake Hannaford, played by John Huston, who is having trouble finding financing for his current film. The principal action takes place at a birthday party for Hannaford attended by various Hollywood types: actors, actresses, directors, critics — those on the way up and those on the way down, a few going nowhere. A group of young filmmakers are following Hannaford wherever he goes, documenting his life.

The scene being shot that evening was being made on the abandoned main set built for The New Dick Van Dyke Show. Originally the set had represented the kitchen and living room of a desert house. Adobe brick columns surrounded windows looking out to a painted desert backdrop. A small alcove contained a bar and was adjoined by an unusual fireplace shaped like a rounded cone. It looked a little like the bread ovens built by Pueblo Indians.

Welles’ set however looked entirely different than The New Dick Van Dyke Show. The lighting of director of photography Gary Graver did not resemble the bright situation comedy lighting designed by Richard H. Kline, ASC for the Van Dyke show. It was dark and moody, with pools of light around tables and chairs. Kline had used scores of 10Ks and 5Ks to illuminate and completely wash the large set in soft: modeled light. Welles and Gary Graver took what was left of that set and changed the visual look entirely. Most of the lighting was done with 1, 2., and 5Ks. Often, only five to ten instruments would he used in a large scene. ln some of the later scenes shot in the house in Carefree, only one or two 1Ks would be used to light-a scene with two people. While this economy in the use of lighting instruments was in part due to the low budget, it also led to very dramatic lighting where the principals, would be haloed in light and the shadows would go to black. This probably helped them match this set to previous sets they had filmed, and it also was reminiscent of the lighting in Citizen Kane.

It is impossible to describe accurately the sensation when Orson Welles arrived on the set. The three nights I was in attendance, the “day’s” filming began at about 10 p.m. and ended the next day at about 6 a.m. Usually the small crew of about ten people arrived first. The crew consisted of the director of photography, one camera operator, two production assistants, a gaffer, and grips. Then the extras and cast filtered in. Messrs. Huston and Welles arrived about the same time. Actually, Welles’ voice arrived first. Most everyone is familiar with his deep, commanding voice. But, when he came through one of the doors of the large sound stage and spoke to someone as he entered, it was as though a huge electrical switch had been thrown that suddenly energized the whole building. Everyone became alert, even the veterans. Most seemed to sense that they were participating in an extraordinary experience. The atmosphere was electric.

Most of the time, perhaps because of his great bulk, which must have been pushing 300 pounds, he chose to sit while directing. From a chair on the side of the set he would give directions to Gary Graver and camera operator Bill Weaver. Sometimes Welles would operate one of the two cameras. One crew member mentioned that if the director of photography thought a different camera angle was needed he would secretly move Orson’s chair to the new angle when Orson took a break.

Production assistants Rick Waltzer and Neil Canton simultaneously filled the roles of assistant directors, associate producers, clapper-loaders, gofers, and continuity. Rick Waltzer also acted in the picture. Neil Canton has gone on to co-produce the smash hit Back to the Future and at the time of this writing is working on Witches at Warner Brothers. Welles would speak quietly to the actors, often individually. Several of the scenes involved interactions of John Huston with Bogdanovich, Norman Foster, veteran actors Dan Tobin and Stafford Repo, and a young blonde actress, Cathy Lucas. When Welles did choose to stand up to make a point, or direct a camera movement, the point was emphasized by the sheer presence of his bulk and his commanding voice. It seemed curious how different the aging Welles looked from the way he had projected the aging Charles Foster Kane.

We were told that only one copy of the script existed and Mr. Welles had it. Later we saw it as a typewritten script held in a  black leather binder. The script had been written by Welles with assistance from Oja Kodar. Unfortunately, being an extra did not grant one the privilege of strolling over and thumbing through the script.

What seemed incredible about The Other Side of the Wind was that the fine line that exists between the reality of the “real world” and the unreality of the “reel world” disappeared. The aging film director was played by aging film director Huston. The rising young film director was played by rising young film director Bogdanovich. The older pitchman was played by older director Foster, who surely must have made many pitches in his day, including when he directed Welles in Journey into Fear (1941). The beautiful young actress in Hannaford’s film was played by a beautiful young actress Oja Kodar,  co-author of the script. A Hollywood critic was played by the actress Susan Strasberg, who looked lovely and who surely must have grown up a critic by living in the household of her father, Lee Strasberg. We were told that Dennis Hopper and Paul Mazursky had been filmed earlier portraying themselves. The pattern followed all the way down to the extras. The group of cinema enthusiasts and onlooker; the party scene were all played by cinema enthusiasts. None of them were getting paid. Perhaps, the story line did not follow the actors’ real lives; nevertheless, the ensemble could only be regarded as an extreme example of typecasting.

The documentary filmmakers, led by Larry Jackson, were recording the party with still cameras and an empty Eclair Camaflex camera, which Welles owned. The actual film was running through two hand-held 16mm Eclair NPR’s, also owned by Welles. Other scenes had been shot with an Arri 2C, Super 8, and still cameras. As the real cameras flowed through the party scenes, they occasionally caught sight of the other cameras real and unreal. It didn’t seem to matter because the story and the filming of the story at that point became the same thing. (Larry Jackson has gone on to become the vice president of international acquisitions for Samuel Goldwyn Productions.)

Many times it was difficult to distinguish a difference between the actions and dialogue of the participants when the cameras were rolling and when they were not rolling. The dialogue between the actual takes was every bit as interesting as that of the film. Imagine Welles, Huston, and Bogdanovich, three giants of filmmaking, in the same room, trading off barbs and comments. It is unfortunate that these conversations were not recorded, because most of the comments have faded from memory. I do remember John Huston sliding up to Graver while the latter was directing the placement of a lighting instrument, and saying, “Well, Mr. Toland, do you think that was the right choice?” In sort of a backhanded compliment, John Huston placed Gary Graver in the same class as Gregg Toland, ASC, the legendary cinematographer of the likes of Tugboat Annie (1933), Les Miserables (1933), The Goldwyn Follies (1938), Wuthering Heights (1939), The Grapes of Wrath (1940), The Westerner (1940), and The Best Years of Our Lives (1946). In 1941, Toland teamed with Welles in what is generally considered one of the greatest of films, Citizen Kane. Graver, who appeared to he in his late twenties, just smiled.

Graver also filmed F For Fake (1976) and an educational fillm on Othello for Orson Welles. After The Other Side of the Wind, he went on to photograph The Attic (1980) for director George Edwards with Ray Milland and Carrie Snodgrass. He wrote and directed Texas Lightning (1980) and Trick or Treat (1982). He has recently completed Love Leads the Way (1986) for Disney and the remake of Stagecoach (1986).

During the filming of the party scenes, for what reason I know not, Welles selected Jack Boyce, who I had brought as an extra, and me to deliver single lines of dialogue. Whether we made it past the cutting room floor is not as important as the experience itself. Boyce was so affected by the experience that his first child, a boy born a few months later, received the middle name Welles.

The line I delivered was, “Fascist, shall we define our terms?” I had absolutely no idea what it meant or how it fit into the story line. I asked Welles some lame question like, “What is my motivation?” He pointed to Bogdanovich and said, “He’ll tell you … Peter, help him with his line.” Bogdanovich, who had just finished Paper Moon (1973) and Daisy Miller (1974) following the success of Last Picture Show (1970) and was beginning At Long Last Love (1975), took me over to the script. I saw that my line was typed under the heading of a character called “Cineaste.” Later I looked it up in a dictionary and found out the word cineaste means cinema enthusiast. I too had been type cast in my small role. I read the line from the script a few times. Bogdanovich said, “That’s fine.” Welles came over and said to Bogdanovich, “Do you think he can say the line?” The shot went very fast. I delivered the line while totally confused about what it meant. Bogdanovich crossed in front of me and delivered some response which I cannot remember. My enthusiasm was tempered later when I read in Joseph McBride’s 1972 book Orson Welles how honored he felt to have been picked to deliver a line in The Other Side of the Wind. His event occurred in 1970. Mine was in 1974. This will give some indication of how long the film was in production. Who knows how many people during those years were pulled to deliver one liners?

Financing for this film seemed to fit perfectly into the image of Welles as a maverick who could not get funding through the Hollywood studios. The crew members, who were all very young, mostly in their twenties, said that the financing was “coming from France.” One said that none of the crew had received their salary for several weeks. There was of course no pay or screen credit mentioned for any of the extras. The second night I was at the studio, at about 3 a.m., a young woman dressed in a flowing black cape arrived on the soundstage with a gush of French words, “Oh, Orson, mon ami… !” Welles disappeared with her for a few moments. I was told by one of the crew members that the payroll had just arrived in cash from France. Information in Barbara Leaming’s book on Orson Welles leads me to believe that the caped woman was Dominique Antoine, who arrived without the cash. That same night Oja Kodar spent the evening on the set, although she did not appear in any of the scenes. Besides being a co-author on the script, Learning describes Ms. Kodar as a co-financer of the film.

The third evening I was in attendance was not at Southwestern Studio, but in a private mansion in the nearby town of Carefree. The large house was perched on a desert hillside and built into the huge round stone boulders. In order to preserve secrecy, one of the crew members had posed as a vacationer renting the house for an extended holiday. Welles was said to be staying in the house during the Arizona portion of the filming. Again, not having a copy of the script, we had no idea of how the scenes fit into the story. The size of the rooms made the event much more intimate than on the sound stage. The original group of extras dropped in size due to conflicting commitments or lack of interest. The hard-cores made the long trek out from Phoenix.

Most of the shots that evening were dialogue between John Huston and Cathy Lucas. Huston’s gravelly voice, free spirit, and lumbering, slightly-bent-forward walk charmed everyone.

It was a pleasure to see him take direction from Welles. Welles had him retake one difficult scene in particular several times. After the third take, Welles said softly, almost with tears in his eyes, “That couldn’t he done  any better!”, to which Mr. Huston replied, “Perhaps.” Huston provides a long description of his participation in The Other Side of the Wind in his autobiography An Open Book. He mentions that Orson caught him studying his lines for his party scenes, and said, “John, you’re just causing yourself unnecessary agony. Just read the lines or forget them and say what you please. The idea is all that matters.” Huston also related a humorous incident that occurred during the filming of an exterior scene that required Jake Hannaford to drive recklessly. Huston, who does not generally drive, unintentionally gave them more than they asked for. With the car jammed with Welles, the crew and a rolling camera, Huston managed to steer the automobile the wrong way on a freeway into oncoming traffic. Then he jumped the curb, crossed the median, and eventually got the car aimed in the right direction. The passengers reacted with a stony silence followed by a heavy sigh. Orson said, “Thanks, John, that’ll do.”

After the third night our services as extras were no longer needed, and The Other Side of the Wind became a great memory for many of us. A recent interview with Henry Jaglom stated that The Other Side of the Wind is tied up in a Paris vault. David A. Cook in A History of Narrative Film (Norton, New York, 1981) reported from another source that as of 1979 the film was 96 percent completed. Barbara Learning’s book Orson Welles describes at length the complications associated with the film that have involved financing from a relative of the former Shah of Iran and the disputes that resulted when the Ayatollah took over. According to Gary Graver at a recent meeting, the film is completely shot, except for a few pick ups. It is partially edited. Oja Kodar now has control of the property. Gary Graver said that he and Ms. Kodar currently are working to complete the film.

Whether we shall ever get to see this last major work of one of the world’s greatest filmmakers is uncertain. Perhaps the film forever will remain unfinished or unreleased, like Eisenstein’s Que Viva Mexico (1930-32) or Josef von Sternberg’s I Claudius (1937). The excerpts of The Other Side of the Wind that have been shown publicly so far show magnificent photography, fine acting, and a truly unique concept. We can only hope that Graver and Kodar can complete the project. Bogdanovich, quoted in Joyce Haber’s news article says, “I think this is Orson’s most exciting film since Citizen Kane“.

(Kevin Brechner is a producer for Time River Productions of Pasadena, California.)  

© American Cinematographer, 1986. All rights reserved.

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