Elaine's Mayhem

Patrick Cooper: Well, and it's funny too, like I, it's like the last movie I'd want to say appeals to me. It's, you know, it's ugly in its relationships. It's ugly. I mean, the photography is quite ugly at times. Um, but there was something in the characters and just.

A constant thread through the entire movie of friends betraying friends.

Dan Delgado: This is author Patrick Cooper talking to me about a movie he's obsessed with. So obsessed, he's written an entire book about it. The movie is Mikey and Nicky. The 1976 Elaine May film starring Peter Falk and John Cassavetes. For those unfamiliar, Mikey and Nicky is about two lifelong friends.

One of them, Nicky, John Cassavetes, has foolishly ripped off his mob boss. Now, does that ever work out? And now, he has a price on his head. He needs to get out of town, and seeks help from his old friend, Mikey. It's Peter Falk. The two spend almost the entire movie wandering the streets, talking and arguing.

Oh, and here's a big spoiler for you. Mikey has already tipped off the hitman.

Patrick Cooper: The relationship between Mikey and Nicky is definitely the number one thing that drew it to me. To be, you know, I didn't know who Elaine May was the first time I had seen it in college. I wasn't too familiar with, uh, Falk or Cassavetes I mean, you know, obviously I was aware of them, but I hadn't done a deep dive into, you know, indie cinema or 70s cinema, uh, up until that point.

But there was something that just really stuck with me in, almost like how a song gets stuck in your head. I would get scenes from it stuck in my head, I would get bits of dialogue, and responses, faces that they make to each other, it all felt very familiar. And that's when I sort of connected it to the friendship I had in my youth with, uh, someone back home.

Obviously, we weren't criminals or, you know, running numbers for the mob or anything like that, we were just boys in suburban New Jersey. But yeah, it hit home. I'd say it hit home.

Dan Delgado: The book is part essay on the film and its themes and part history lesson of how it was made. A movie about two middle aged guys wandering around a city at night while a hitman drives around looking for them might seem like a simple production.

But Mikey and Nicky was anything but simple. And when it was all over, Elaine May, who refused to compromise on almost anything, wouldn't have another movie made for 10 years. My name is Dan Delgado. And in this episode, we're taking a look at the production of Mikey and Nicky. Welcome to The Industry.

Who exactly is Elaine May anyway?

Here are the basics born in 1932 in Philadelphia, where Mikey and Nicky was shot. May joined the brand new improv comedy troupe, The Compass Players, in 1955. It's there that she meets Mike Nichols. And two years later, the pair leave The Compass Players to form one of the most influential comedy teams of all time, Nichols and May.

Approximately four or... five years later, after three comedy albums, numerous television appearances, and a Grammy award, the duo broke up. Mike Nichols went on to direct theater, and then moved on to movies, directing films like The Graduate, Working Girl, and of course, Day of the Dolphin. After their breakup, May spent a good portion of the 1960s as a playwright.

She met Peter Falk, (you know, Nicky) when they were both cast in the movie Luv. And that's L U V if you're keeping score at home. But it's in 1971 where she hits the big screen as a triple threat. She wrote, directed, and co starred in A New Leaf with Walter Matthau.

A New Leaf was a minor success with major critical acclaim, but it's also with A New Leaf where May has her first battles with a studio, Paramount Pictures. She was over budget. Her original cut was 3 hours long and had a much darker ending. And much to May's disapproval, it was cut down to less than 2 hours and a happier ending was used. She even tried, unsuccessfully, to get her name taken off the picture.

The next year, May followed it up with another movie, The Heartbreak Kid, which also scored with critics and audiences. And The Heartbreak Kid even managed to land a pair of Oscar nominations for Eddie Albert and Jeannie Berlin, who happens to be Elaine May's daughter.

And there were no script changes and no major problems. Though it should be noted that Heartbreak Kid was not her script. And if you're keeping track, May is now two for two with her movies. And that brings us to Mikey and Nicky. And if you're like me, you might be wondering, Elaine May, known for her comedies, why would she be coming up with a movie as dark as Mikey and Nicky?

Patrick Cooper: A great resource I had writing this book was a history of the compass players, the, uh, improv troop that Elaine may belong to along with Mike Nichols. And in that book, they talk about all the ways back in 1954, I believe it was. Elaine May was working on this idea. It originated as a one act play. She was in her early 20s, I believe, when this started gestating in her mind.

And just worked on it constantly. No, I don't know about constantly, but worked on it. Um, for... 20 something years before she finally got to film it. And there's a few different stories. There's, I think it was her cousin who was an assistant on the film told. The press guy from Paramount that it's based on her neighbors growing up, they were brothers and one of them had the other one killed, um, and the other brother just kind of stuck around town, even though everybody knew what he did.

And there's another story about, I believe it was her uncle or grandfather or great grandfather who owned a bar. And around the time of World War II,  something like Mikey and Nicky occurs, occurred within his bar. Somebody set somebody up to be killed. So I guess just that idea of a very, very intimate betrayal stuck with her.

And it was something that she had to get out on the page.

Dan Delgado: May makes her deal for Mikey and Nicky at Paramount Pictures. And Paramount had already been through it with May on A New Leaf. So they put some clauses in her deal.

Patrick Cooper: I believe the head of Paramount at the time was Yablans, Frank Yablans. He knew what he was getting into with May, but he believed in her.

So they made this sort of ironclad contract where there was so many clauses, everything down to who would control what airlines that get shown on, uh, as an in flight pitcher. Things like that. They set the budget at 1.8 million, and if it went 15 percent over budget, Paramount got to take over immediately.

And they wanted the picture by June 1974.

Dan Delgado: May already had her. Nicky, she knew Peter Falk from the 1967 movie Luv and had talked to him about eventually making Mikey and Nicky even back then. Falk then roped in his frequent collaborator, John Cassavetes to play Mikey. This is Falk talking about how he got Cassavetes to do it.

It apparently wasn't very difficult.

Peter Falk (archive): Elaine May had written a script called Mikey and Nicky. I thought it was a tremendous, tremendous script. And Alain and I thought that John would be wonderful to play in it. And I made a meeting with John. It was in the Paramount commissary. And I told him, Elaine wrote the script and we would like you to be in it.

And I'm here to ask you whether you'd be interested in it. He said, I'll do it. I said, John, this is serious business here. She spent a lot of time on this script. And, uh, I, I, this is very important to me. So I'm asking you whether you'd be interested in it. And he said, I said, I'd do it. No, I said, no. Why don't you ask some questions?

Some intelligent questions about the project and about the plot. Uh, it's too quick, I, I'll do it. Well, he started out rather calmly. But by the time he finished, he was up on top of the table. I can't, I, it's on television, so I can't tell you exactly what he said. No, I can't tell you exactly what he said.

But the gist of it was, “Do you think I'm like you, worried about whether or not it's going to be a success? Do you think I'm worried that maybe my career will be furthered by this? Do you think blah blah blah blah blah”, and it got further and further away, and he ended up by saying, Are you going to be in it?

Yes.

Did she write it?

Yes.

Is she gonna direct it?

Yes.

What else do I have to know?

Gee, I thought, well, boy. This is a hell of a guy. That is one hell of a guy. So then we sat down, we continued eating.

Dan Delgado: With her cast set and a very interesting set of clauses, May gets to work filming her passion project, Mikey and Nicky, in 1973.

Patrick Cooper: Finally, when it gets going, Philadelphia, they shoot in, uh, May 73, and it's interesting, it's It's set in Philadelphia, I don't think it's mentioned once in the film, there's no landmarks, it's really like in every city in the film. So 73, they start filming, and really from the get go, from what I can discern, it sounded like it was a total, just, acting fest.

The production side of it, cameras, sound, everything like that. Was sort of pushed aside and just focused on Falk and Cassavetes and May getting the performances out of them. There was really no setting of marks. May just let the camera run. She let Falk and Cassavetes, you know, just move as they saw fit throughout the scene.

Which the producer Mike Hausman told me that it was just hell. Was just hell for in between takes. That's why there's so many inconsistencies in shots. Things like that, so it was a slow process, and by the summer, so they started in May, and then by the summer, they had to pause shooting because of Columbo.

Dan Delgado: Oh yes, Columbo, the long running TV series that Peter Falk is best known for, interrupted filming in August of 1973.

And when Patrick says, May just let the camera run, she really just let it run. Until the entire roll of film was done, which is about ten minutes. There's a well known anecdote about the Mikey and Nicky shoot. I'll keep it quick. Falk and Cassavetes are doing a scene and improvising, and eventually Falk leaves, and then Cassavetes leaves.

But the camera keeps rolling. After a minute or so, the cameraman calls cut, and Meg gets annoyed. The cameraman explains that the actors have left and may famously replies yes, but they may come back. And I want you to keep in mind per the causes in our contract, Elaine Mae needs to have Mikey and Nicky completed by June of 1974.

Patrick Cooper: They had to pick up again in California, so a lot of the nighttime scenes, the scene at the very end, outside of Mikey's house, that's Los Angeles, some suburb somewhere, and they went through, I believe, three direct DPs. It's quite a few sound people, and just from the stories you hear, it was just, I hate that sort of stereotype, but May seemed very, uh, difficult to work with for the crew.

Actors loved her, it seemed. Um, the crew, not so much. But just a lot of spontaneity. There's a story I found in a magazine back then, I think it was the New Yorker where they had the crew, she asked the crew to repave one of the streets in Philadelphia that they were shooting on because she didn't like how the street looked or it was too bumpy.

And that's actually the scene where Mikey and Nicky have their fight, where they actually get physical. The street looks brand new. That's a freshly paved street. So that all continued. They finished wrapping in March.

Dan Delgado: Production moved to L. A. because Paramount was getting worried. The movie should have wrapped by now and May had already shot over a half million feet of film.

Paramount figured having the movie close to home meant they could keep a close eye on things. And that thing that Patrick said about the difference between the cast and the crew. The cast loved the freedom, but the crew, while dealing with that much freedom, could be kind of rough for them. There's lots of examples of it being a rough shoot.

Patrick Cooper: I spoke with Mike Hausman, the producer. He was gracious enough to invite me to his apartment in New York. He did not seem like he was having a good time reminiscing about Mikey and Nicky. I talk in the book about when they were filming the scene at the bar, when they're sitting there, Mikey's drinking beer.

Nicky's drinking milk or whatever. It was just filmed at some little dive bar in Philadelphia and it was a thousand degrees out, middle of summer and Cassavetes would not let them put the air conditioner on because he wanted to sweat. And Mike Hausman had to fight him for it and just say, “listen, like, we're going to put this air conditioning on. You can go in the bathroom and sweat. We're going to put the air conditioning on.”

Dan Delgado: Kind of like that. And I really wanted to hear from someone on the crew, and I did, and I didn't. First, I had an email exchange with someone on the crew who described the Mikey and Nicky experience as, quote, :one of the most wonderful and fascinating experiences of my life.”

But that was as far as I got. I couldn't get this person on the phone, much less consent to an interview.

I also spoke to a different crew member, Jack Cooperman. He was very willing to speak with me. The IMDB lists him as the director of photography for the driving sequences. And just to give you an idea of who Jack is, he's had a long career as a cameraman doing a variety of jobs.

And he worked on a number of big movies, especially in the 1980s. So if you enjoyed WarGames, Indiana Jones and the Temple of Doom, Big Trouble in Little China, and Top Gun, That was some of his work you were enjoying. According to Jack, while Elaine May definitely worked in her own way, dealing with that, well, that's just part of the job.

Jack Cooperman: She did her film the way she wanted to do it and, uh, I'm not going to tell somebody how to achieve what they want. It didn't in any way affect my ability. It just gave me a different way to do things. That's what you're supposed to be able to do is to adjust to what's in front of you or coming at you.

Dan Delgado: And if May was say less communicative with her crew than other directors, it was fine because she knew what she wanted. And if she knew that meant that Jack knew, and that was fine. And he always viewed her as the director in charge.

Jack Cooperman: See. I only, at that moment, thought of Elaine and her position as a director, and I would say a lot of our inputs about what we wanted, or what she wanted, happened in the editing rooms at the hotel where she had a A couple of rooms with chems in them, but you know, I related to her strictly as a director of her character of comedies in the past with Mike Nichols never even entered my mind.

It was totally a director cameraman relationship.

Dan Delgado: Jack also told me something else that I thought was really interesting. That it wasn't just Elaine May that was directing.

Jack Cooperman: John Cassavetes directed, and we had, you know, quite a few cameras that John wanted to cover from a lot of angles. He directed a fair amount, maybe more than Elaine, but it's, you know, that's what I recall.

Dan Delgado: Now I am not trying to start some Poltergeist style controversy here, but as Jack says, that's how he recalls it. And there was a point in the production where the director of photography quit and Cassavetes briefly took over. So I'm guessing this might be what Jack is referring to. And there is one other person I was in touch with.

I had a great conversation with this person, but she would not do an official interview with me. Or even want me to use her name. So instead, she wrote down some of the things that she remembered about the shoot. And I had a fellow podcaster, Courtney Kosak, read them for me. So, let's just refer to this mystery person as Courtney.

And Courtney had already worked with Elaine May before.

Courtney: You know that this was the second film I worked on. The first film, I was a production assistant. The Heartbreak Kid, also directed by Elaine May. Also line produced by Michael Hausman. The difference was, Neil Simon wrote Heartbreak Kid, so she couldn't change a word of it.

It was in the contract. Elaine was always the scattered genius. But, on that, she had a framework.

Dan Delgado: And let's just say that for our Courtney, Mikey and Nicky was an interesting experience.

Courtney: Mikey and Nicky should have been much easier. It was to be shot during 60 nights, all in Philadelphia, in the summer of that year.

1973? It was hot and muggy. We were in some unsavory areas. But it shouldn't have been too bad. I was running the office. Mikey and Nicky was a vanity project. Elaine wanted to throw a bone to her old cronies from the theater world, or the Upper West Side, I don't know. Her people were important to her.

That's why Sanford Meisner, Bill Hickey, Carol Grace were all in the movie. The writer Susannah Moore, a friend of Joan Didion, her brother was hired because of that connection, I guess. He was the most exploited person on the crew. Thrown into craft service. Never an easy task. But this was impossible and exhausting and I don't know how he survived.

Dan Delgado: There was a lot of smoking.

Courtney: Elaine was smoking Bulk and Sabrina little cigars, and usually had three of them lit up at any moment. She was always covered in ashes. I gave up smoking because of her. Her husband, also her psychiatrist, followed her around with her handbag and took care of whatever she might need that someone else couldn't handle.

The Watergate hearings were on television in the office non stop, it seemed.

Dan Delgado: There were some marriage problems. Peter

Courtney: Falk met the woman he broke up his marriage for during this film. I got in trouble with him when she called the office to find out where we were shooting one night, and I suggested it wasn't a great night for visiting.

We were doing car shots. Oh, he was pissed. Now his family is pissed at that woman. Oh well, I tried.

Dan Delgado: And yes, for the cast who had all that freedom, it was a good time.

Courtney: John, Peter, and Elaine were having a swell time. There was an elite arrogance created by their collaboration and it was impregnable. They would just smile and dismiss anything that didn't fully support their way of thinking.

You know, that Cassavetes smile.

Dan Delgado: But for at least this member of the crew, it was definitely not a good time.

Courtney: One night, when Peter was in a scene pacing on the street below an old hotel, as I remember it, they needed someone to throw bottles out the window. And they hired a derelict they found on the street to do it.

It was reckless. and stupid, and not necessary. It made me take a long look at what I was doing. I knew I did not want to be in the film business. Elaine's husband, the shrink, asked me once, why are you so bitter? I couldn't tell him. I was shocked he would ask me such a question. I was in my early twenties.

I didn't have the words, or I had too many.

Dan Delgado: Yes, Mikey and Nicky, that experience made Courtney quit the industry altogether, at least for a while. She would come back and eventually have a very long career in the industry post Mikey and Nicky. And there you have it, three different crew members with different experiences.

One great, who wouldn't tell me anything. One standard, who did tell me what happened. And one so bad, that she temporarily quit the industry altogether.

The Mikey and Nicky production wrapped in March of 74. So of course it was time for…

Patrick Cooper: post production is probably when the biggest fight started we're talking about May versus the studio You know, she had control of the cut and she took her time with it There's a lot of stories about this period as well.

Where why did it take so long to cut the film? Well, the story goes they shot up to that point they shot the most film ever shot for a release. It was I forget, but it was over a million feet. It was more than gone with the wind. And that record was only recently broken by I think First Man. I think Mikey and Nicky had the record until First Man just a few years ago.

Dan Delgado: And for the record, first man shot over 1.7 million feet of film. And that was done in a variety of formats. 35mm, Super 16, IMAX 70mm. And Mikey and Nicky shot about 1. 4 million feet of film. And Gone With The Wind, a nearly 4 hour movie, and more than double the length of Mikey and Nicky, shot a mere 475, 000 feet of film.

And now, May has to edit. All that film into a cohesive movie, which, as it turns out, was not an easy task. And with the June 74 deadline approaching, May does something completely unexpected.

Patrick Cooper: So it got to the point where Paramount was saying like, hey, we, we need the cut of the film, we need it now. And May disappears.

May goes off the radar with the film.

Dan Delgado: She's just gone. And so is the 1.4 million feet of film. And it's not as though she's out of touch for a week or two. No. Elaine May and the footage disappear for 11 weeks. Nearly four months. Paramount has to send an executive, Paul Haggar, out into the world to find her.

Hager hires a private investigator, and eventually she is found in New York City, editing the film. But she's not alone. Falk and Cassavetes are there with her. And the three of them, in a haze of cigarette smoke, had been cutting the film together for weeks. And it wasn't as though they weren't working, but all that footage, the 10 minute long shots with no pickups, would be a difficult challenge for anyone.

Sometimes they would spend an entire day editing one single take. And so Haggar, the Paramount executive who tracked them down, is ordered to stay with them, make sure they finish that film. And he becomes essentially the fourth editor for a while. This monumental editing operation eventually moves back to LA and the editing continues now at the Sunset Marquis Hotel and the editing team expands to 12 people and it just drags on because you see, it wasn't just the excessively long takes that were the problem.

Patrick Cooper: May herself said at a screening of the film in the 80s at some time that. The sound did not match up something with recording the set, like actually documenting the sound, writing down the takes or what have you did not match up with what they actually needed. So there was. It's constant trouble trying to sync up the sound to their, their lips moving, things like that.

Dan Delgado: And by now you can forget that June ‘74 deadline. This editing lasts over a year. In September of 1975, May asked Paramount for another $180,000 to finish the movie. The movie was already 2.2 million over budget, so what's another 180K? Well, when May made her deal with all those clauses, it was Frank Yablans who was running Paramount.

And Yablans was a big Elaine May supporter. But by now, Yablans wasn't running Paramount anymore. Now, it was a guy named Barry Diller. And Diller had had enough of Mikey and Nicky and Elaine. And he wasn't going to give anything more. Instead, he demanded... that May and her team of editors move out of the Sunset Marquis Hotel, turn the movie over to Paramount, where they would assign some editors to finish the job.

Now, he would allow May to oversee it, but this would be on Paramount's property, with Paramount's editors. Mae responded, By selling the rights to the film. Yes, how she was able to do this, I do not know. But May, who did have Final Cut, thanks to previous Paramount boss Frank Yablans, sold the rights to Alyce Films, a company no one had heard of.

And what happens next is what Hollywood does best. File lawsuits. Paramount filed a breach of contract lawsuit demanding possession of the film. May countersued over Paramount's refusal to cough up the money needed to finish the movie. One month later, October of 1975, a judge rules in favor of Paramount.

May had to hand over the film. And Alyce Films, the unknown company that May allegedly sold the rights to? That turned out to be a group backed by Peter Falk and some of his friends. May does hand over the film to Paramount. Well, she handed over most of the film. There was also a missing reel of the film.

That's right. May hid a reel or two of the film. And they must have been the important ones because Paramount really wanted them back. Executive Paul Haggar, the guy who had to track May down to New York. Now has to go back on the hunt, this time looking for the missing reels.

Patrick Cooper: And there's all sorts of mythology about the missing reel, whether May stole it or not.

What I read was that May, and this was from I believe her cousin who was the assistant. May had her therapist steal the film and hide it in his garage until she basically held it ransom and then so the studio would let her keep cutting the film. Warren Beatty got involved, Warren Beatty sort of mediated between Diller and May and was, Beatty basically saved May's ass and just got Paramount to allow her to finish cutting the film.

Dan Delgado: Eventually, it all got sorted out, but it wound up costing more in legal fees for Paramount than the 180k that Elaine May had originally asked for. The final budget, which was set for 1.8 million, ended up being around 4.3 million. For a movie about two guys walking and talking.

Patrick Cooper: I have a very vivid memory in Mike Hausman's apartment.

He pulled out the original budget sheet that Paramount produced, and he just stared down on it and shook his head and said, “It went over. It all went fucking over.”

Dan Delgado: And now, 3 years after it all began, Paramount put their cut of Mikey and Nicky out into theaters in December of 1976.

Paramount basically dumped it out with little fanfare and let it die a quick death in late 1976. Critically speaking, the reception of Mikey and Nicky upon its first release, which was the Paramount cut of the film,

Patrick Cooper: It was almost like split down the middle where, and maybe not the middle, because I think for the most part it was brushed aside by most critics as just a slog.

They went in expecting either a crime flick, a mobster flick, or a Mae romp, an Elaine Mae comedy, because that's what she's known for. But what they got was this really. Glacially paced character study between two friends. So there were critics who called it the greatest American film of the year. I think one, one critic said it was one of the greatest American films of the decade.

And then you had other, uh, another review called it a cinematic death wish. So yeah, it was not well received, but it also wasn't universally panned.

Dan Delgado: And audiences weren't exactly thrilled either. Here's Peter Falk in an interview with Julian Slosberg talking about it.

Peter Falk (archive): I was at a screening the other day where one woman, she got up and she said, this is the worst picture I've ever seen.

And she was offended, genuinely offended. And she was mostly offended, I think, by the treatment of the women in the picture.

Dan Delgado: The full Mikey and Nicky reappraisal would take some time and a different cut.

Patrick Cooper: What's funny is the 1976 release is a different cut from what's available now. And that cut is gone.

Apparently that's what Julian Schlossberg told me. When I spoke with him, and he, uh, he released May's cut of the film in ‘78, and that's the one now on Criterion. It is actually Elaine May's cut. So the original cut was actually longer, so it might have been more of a slog.

Dan Delgado: It's with the second cut, which is the only cut of the movie you can find now, that begins the Mikey and Nicky reappraisal.

That gave it a second life. The appreciation from critics and movie buffs like Patrick, and years later, the ultimate thing a movie can achieve, a Criterion release. May would have continued success in the industry as a screenwriter, but not as a director. She wouldn't direct another movie for 10 years, and that movie, The much maligned Ishtar, has a production story that itself could be another episode of this podcast, and it would also be her last movie as a director

Though, to be honest, I actually like Ishtar. When it comes to May's directing career being over after four movies, there's basically two schools of thought.

One. That her own unwillingness to compromise is what doomed her. She would go over budget and make unreasonable demands. Had she just been able to play ball with the studio a little more, she could have avoided a lot of headaches.

And then there's the other school of thought.

Patrick Cooper: If she was a man, she would probably just be considered an auteur with a vision, an uncompromising vision, which she does have. But

Dan Delgado: instead, she was just labeled difficult.

Patrick Cooper: And. Didn't get to work and she wasn't she didn't make the money, you know, Mikey and Nicky wasn't exactly a financial success but they made their money back, but it was no hit So that on top of all the post production issues and things like that, I'm sure soured them. But yeah, I mean you gotta wonder if she was a man would she just be put in the auteur bucket and given a blank check for her next film?

Dan Delgado: You know Mikey and Nicky might sound like an endurance test It's not a typical movie at all. And it's not fun either, for most people, it is a slog, but for some of you out there, I think it might be worth it.,

Peter Falk: Well, you know people do betray one another and people do love one another and people need one another and, and people mistrust one another and people kill one another.

And sometimes they do all these things all at the same time. And, uh, I, I think it's all, all in the picture and it's not a simple minded picture, you know.

It’s complicated. And it doesn't talk down. But I think there are people that, that are intelligent, you know.

And are capable of feeling. And who resent something that's oversimplified. I love a romantic picture and I love a sentimental picture. But there's, there's room for the other kind too.