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Rules of the Game

John McNaughton and Steve Jones wondered what it would be like to make a big-budget movie with name stars and studio financing. Now they know.

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The day is September 17, 1991, the place Belden Avenue east of Lincoln. This is the 46th day of the 49-day shooting schedule of Mad Dog and Glory, Chicago filmmaker John McNaughton's first studio film.

The scene he's shooting is tricky. It's a fight sequence between Robert De Niro, who plays a forensics cop, and Bill Murray, who plays a gangster and loan shark. The nebbishy cop, ironically called "Mad Dog," has inadvertently saved the life of the sullen crime boss, whose thanks were the ambiguous services of Glory (Uma Thurman). Now Mad Dog has fallen in love with Glory and refuses to return her. That's the story.

Robby Muller, the cinematographer, is preparing the shot. McNaughton and his partner, coproducer Steven Jones, sit wearing headphones in high-backed directors' chairs, checking the camera placements and blocking on two video-assist monitors. "What do you think?" McNaughton asks Jones. They confer, then McNaughton breaks away to discuss the scene with his three actors. Then he and Jones talk some more.

Later, during lunch, McNaughton and Jones are approached by their assistant Chuck Parello, who hands them a thick envelope. Inside are advance copies of the New Yorker issue containing a review of Sex, Drugs, Rock & Roll, McNaughton's film of Eric Bogosian's concert performance of the same name. McNaughton scans the piece, stopping at "The film, which was directed (erratically) by John McNaughton . . . " "I read reviews until the moment I find anything critical or something I don't like and then I stop," he says.

In 1990 the relationship of McNaughton and Jones was formalized as McNaughton-Jones Motion Pictures Ltd. The two work as a team in which their responsibilities, talents, and even identities merge. "You call up and leave a message for Steve and you get a call back from John, or the other way around," says Eric Bogosian. "On a certain level what they have is an emotional relay race, energy and ideas they pass back and forth."

Tom Towles has appeared in all three of their narrative features. "Directing a movie is so difficult, there are so many demands made on you, and what Steve does is keep those distractions to a minimum. He protects John," Towles says.

McNaughton was looking for something that blended satire with a dark view of human motivation and failure. Mad Dog was the project. Producer Martin Scorsese picked him to direct Richard Price's screenplay. McNaughton and Jones convinced the Dutch-born Muller, best known for his work with Wim Wenders (Kings of the Road, Paris, Texas) and Jim Jarmusch (Down by Law, Mystery Train) to shoot the movie. In theory, the film would combine the best of independent and studio filmmaking. McNaughton and Jones were sure they could emerge with their souls intact.

June 29, 1992, is an eerie replica of that September afternoon. Unprepossessing Belden Avenue has again been transformed into a Hollywood back lot. Another crowd has gathered; this one seems more difficult to control. McNaughton's parents, John Sr. and Matilda, whom everyone calls Pudge and Tillie, are seated in folding chairs and have an unobstructed view of the action. Grabbing hold of Mrs. McNaughton's foot, Bill Murray twists her leg and kids her. "Boy, you must really be proud of your son. That movie Henry, during the home invasion, was that something?

"You didn't see it," Murray continues. "Well don't rely on the neighbors' word of mouth. I think you should see it for yourselves." Murray is playing with Mrs. McNaughton's carefully arranged hair, and Pudge tells him to stop. The dynamics are different this time around. McNaughton is under the gun. The atmosphere is tense and uneasy. For McNaughton, Jones, and editor Elena Maganini, the last six months have changed everything.

The cast and crew have returned to Belden and Lincoln to shoot a new ending. Universal Pictures ordered it because the original ending tested poorly. Scorsese was going to supervise the editing, but he became preoccupied with the film he was directing. The studio, with Scorsese's consent, brought in veteran editor Craig McKay, shunting Maganini into a subservient position and forcing McNaughton and Jones to play by a new set of rules. "It was a $17 million film and the studio was there to protect its investment," Jones says. "I think there was some panic from Marty because the preview went so terribly," McNaughton says.

Jones is talking about the pictures they made before Mad Dog--Henry: Portrait of a Serial Killer, The Borrower, and Sex, Drugs, Rock & Roll. "If you add up all three pictures, theatrical release totals less than 100 theaters," he says.

"The thing with working for the studios," McNaughton says, "you get paid and the pictures get released and they're usually there when the films are done. I mean, we watched two studios collapse around our pictures. Independents come and go."

But the studios are far less interested in self-expression than in efficiency, discipline, and economic viability. McNaughton and Jones thought they could subvert this system. "It's a mistake we've made every time," Jones says. "We just think the executives are going to respect us for our previous work and they're going to leave us alone. As the projects have gotten bigger, that's a bigger and bigger fallacy."

"There's always this weird balance going on between us. When I'm out of control, John is calm," Jones says. He displays their business card, the logo a variation on the classical masks of comedy and tragedy. "John is the sad face. He recognizes he's the more dour of the two of us," Jones says, laughing.

Chicago theater director and writer Richard Fire met Jones through musician James Young. Fire wrote Henry and The Borrower and is currently adapting Thomas Berger's Meeting Evil. "The temptation is to reduce each of them to an adjective, and they're both much more complex. They're different. If you have a parking ticket you want to get out of, you give it to Steve rather than John. Though what really impresses me about John is his tenacity. As a director you have to play a lot of roles, and John can ride out anything. He's a good captain, the ship is not going down with him," Fire says.

Musician and photographer Paul Petraitis introduced them in 1982. "In a way John and Steve are the original odd couple, though both are very intense guys. What they both have is an extraordinary skill pulling together talent. John is so many things, some of them contradictory. He's a funny guy, a loner, a leader, and a joiner. Steve is the same, a bit 'sick,' funny, left of center."

Jim Morrin is a lawyer who's known McNaughton since the fourth grade. He and Jones attended Illinois Institute of Technology in the 60s. "Steve will get along with anybody. He'll say anything in order to get the process moving. John is a little more unwilling to bend. I see Steve as a cushion, he's a flak jacket who protects John. Steve is also a translator who's active in the conception and execution of ideas. John has always had a dark side, it's not an evil nature. Steve has always had that ability to interface with people, to be a pleasant conversationalist. John is never a happy guy. His laughter comes out of his work and the dark perspective that he views things with."

John McNaughton was born in 1949 and grew up in the south-side neighborhood of Roseland. He was an only child. His father was an athlete who'd owned a bar before John was born and now made his living selling insurance. His mother was a department store seamstress. McNaughton played high school football but he tended to follow solitary pursuits. He liked drawing, sculpture, music, and photography.

From birth, McNaughton was influenced by television. "In 1949 my dad bought an Admiral 13-inch for this bar he owned on the south side, and we had that until 1961. I used to live in front of that fucking thing. As I got older I used to watch a lot of movies on television. Being alone was the natural state. We used to go to these resorts in Arkansas and I would watch television. My dad would tell me to go to the swimming pool, and I'd say no, I'm watching TV."

The neighborhood got rougher, McNaughton's pack of friends a little seedier and more dangerous. He rejected athletics for music, played a portable organ and guitar in a neighborhood band. In 1967 he left for the University of Illinois in Champaign-Urbana to study art. He stayed for two years.

"I couldn't see the point in painting. I wanted hard information." He saw some New Wave movies--Godard, Truffaut--but was getting interested in video. McNaughton spent the summer of 1968 working in a south-side steel mill and going to antiwar demonstrations, though some of the left's doctrinaire attitudes upset him.

"I was against the war in theory; I was against all authority. We didn't like the cops, they were pigs, but also a lot of people opposing the cops, we didn't like them either. During the first night of riots at Grant Park, they strung up the barbwire. My friends were on the first tier, we're jeering at the cops, I remember seeing this blur, though I didn't see it all go down. I saw something fall, a cop grab his face and I saw a brick, and I saw blood pour out from his hands. I thought, this isn't right either. Later we found out a lot of the brick throwers were paid government informants, what they called agents provocateurs. This cop is down on the ground with a smashed face, and as much as I was against all forms of authority I saw it happening and I thought it was sickening."

That fall McNaughton transferred to Columbia College to study video production. "It was revolutionary times. Sony had just come out with a half-inch, black-and-white reel-to-reel portapak, and I saw video as a savior. We thought we were going to change the world. Those of us in the arts, we knew everything was about communication and television was the most widespread form." McNaughton also found himself becoming interested in still photography.

In the early 70s, after graduating, McNaughton worked at International Harvester for a year and a half, married, joined an ad agency, and lasted there less than a year. "I hated the advertising business," he says. "I finally started getting a little crazy, my marriage busted up, and everything went to hell at once and I left the job." He hooked up with a guy named Jim Cole, a deep sea diver with an apparently endless supply of cash. McNaughton and Cole went on a three-week binge in New Orleans. He returned to Chicago broke and moved in with a friend in a converted garage in Calumet City. In 1974 he joined a carnival. "I had zero prospects, I was at the bottom. I don't regret it at all," he says. "I did one thing, I worked in the dime pitch. I was called a 'head'--head of a joint."

He left the carnival in 1975 and spent some time in Dallas-Fort Worth. He bought a 1950 Plymouth for $500 and drove back to New Orleans to find Jim Cole. This time he stayed two years. He crafted jewelry, made boats, worked in a bar, did construction.

"When I met him, I recognized a certain wild streak, though he was someone who wanted to create and he was fairly introspective," Jim Cole says. "I saw a photograph of John when he was very young; you look at his face and there was this brooding mentality. It said everything about him. It was there then, it's there now.

"One thing I can say about John is he's always been interested in aberrant behavior. Middle-class squareness has always turned him off. The other thing about him is I look at John as more of an observer than a participant. If I was an instigator, John was more likely to appreciate and contemplate situations and scenes."

McNaughton says "It was always frightening for me to think, I'm going to take this job and in 30 years I'm going to retire and that's it. I was numb. Since I've pursued the film business with some diligence, my life is not very adventurous anymore. It's just career and that's kind of sad. Sometimes I think, what adventure is there in my life? There's just work. Though in your middle years, it's OK, it's good to work a lot."

In September of 1977 McNaughton left New Orleans for Chicago in a '57 Jaguar, ten bucks in his pocket. He returned to the south side, tended bar, and confronted the fundamental truth that what he really wanted to do was make movies. His problem was realizing the divide between his standing and his goals. "I was doing some construction with these south-side guys who got this contract to remodel Burger Kings. You go in and work all night. The hour before dawn is incredibly depressing, there's probably a preponderance of deaths. It's about 12 below zero. I have to go out and get some lumber. We're at 26th and Kedzie or somewhere. I'm out in the parking lot, it's razor wind. I'm thinking, I want to be a film director, I'm at 26th and Kedzie, I'm 30 years old. I'm at point A, I don't know anybody. How do I get to point B? I remember thinking, how long am I going to kid myself? It was terribly frustrating."

Steve Jones had heard about John McNaughton from friends at the Illinois Institute of Technology back in 1967. "These guys all said, there's this guy John McNaughton but he's not around, he went somewhere else."

Jones grew up among the working poor in an Italian and Irish section of Brooklyn. Born in 1950, he's the child of a white mother and a black father. His mother and stepfather (who's also black) were communists who'd been run out of Syracuse for their labor activities. Tall and precocious as a kid, and musically gifted, he skipped a grade and distinguished himself at a Brooklyn technical high school. "He was very bright, charming, and goal-oriented," says his mother Mary. "I don't remember taking him to the movies. He was interested in other stuff. What I remember is his collection of 45 RPM records, his art and drawings. He was intelligent but he had a good sense of fun. There was some strain being a child of an interracial marriage, though he didn't talk about it."

Jones experienced overt racism for the first time when the fraternity he pledged at IIT dropped him on learning he was partly black. "I'd gone 17 years without ever having to directly confront something like that. It only took me a little while to figure the nature of Chicago at the time," he says.

Jones's passion was music, and his first friends on campus were Jim Morrin, Paul Petraitis, and James Young, the guitar player who would make his reputation with the Chicago band Styx.

Jones studied product design at IIT for two and a half years before switching to animation. But schoolwork was often eclipsed by his deepening political consciousness. He marched in Washington, D.C., got arrested at the '68 Democratic convention, got stoned at Woodstock. The images from Grant Park are vivid and terse. "I got teargassed at about five different locations. I was at Michigan and Balbo on the wrong side when they sealed the street off. People behind me at the Hilton went through the plate-glass windows, people in front of me got battered down to the sidewalk. For ten years I couldn't even look at the footage because I just started shaking.

"I marched with something called Revolutionary Youth Movement, when they had their split with the Weathermen. We got more and more into the hippie culture, traveling and going to the west coast and checking out psychedelics. But I never joined anything, I never signed anything. I'll put my mind and body there and I'll think the way I think and I'll protest, but I had this paranoia about a mass of people representing me. It's with me to this day. I hate to participate in the system to this day because I don't feel there's a system that represents me. I'm a kid who's half black and half white and relatively intelligent--and things that were my goals and passed on by my parents, I don't necessarily feel these ideas are part of other people's agenda."

Jones graduated in 1969, briefly lived on the coast, and returned to Chicago to make a living as a free-lance artist, designer, and animator. He was a drummer with six different bands, the best known of which was probably FAWN. "Bob Dylan's lawyer sent us a letter that we thought anticipated some kind of recording contract, but we never got anything from anybody. That was 1979 and the record industry crashed."

Tom Sinnott, president of the Sinnott & Associates ad agency, asked him to direct some test commercials. Not long after, Jones was made the company's animation director. Sinnott's major clients were Cap'n Crunch and McDonald's. "Steve is a real quiet guy, but monochromatic he's not," Sinnott says. "When you work in animation, you can't afford to have a bad cut. You have to know film syntax, camera position, structure, action, and sequencing."

In 1978 McNaughton started working for Waleed and Malik Ali, the brother owners of a fledgling Oak Forest video company called Maljack Productions, Inc. MPI began as a specialized mail-order video house in the mid-70s--when "there were 1,800 Betamaxes in the country," Waleed Ali says--but made its reputation producing macabre low-budget tapes such as "Faces of Death." McNaughton also directed some music videos and collaborated with Jim Morrin, who was doing legal work for MPI, on a two-hour MPI program, a history of Chicago gangsters called Dealers in Death. It was 1982. Jones worked on the packaging design for Dealers in Death. He recalls, "'I came here in '67,' I said, 'and I finally meet you,' and John said, 'Yeah, I heard all about you, too.' I'd be in one place and he'd be in the carnival or somewhere."

"In 1984 John was very persistent that we put some money together to do a feature," says Waleed Ali. "I said, John, we can't afford to make a movie on the kind of scale Hollywood does, and we felt there had to be a theme or subject matter that would enable you to do a lower-budget film. John noticed, and so did I, a piece on 20/20 about Henry Lee Lucas, and all of a sudden he started talking about doing a movie about a serial killer. John said he didn't want to make an art film, he wanted to make a commercial film. We told him we would invest in the movie if you limit the work to Chicago talent."

Richard Fire was recruited to help McNaughton develop the script. They wrote three drafts and submitted the last version to the Ali brothers, who committed $112,000. As executive producers, they had virtually no involvement in the day-to-day activities. "The one thing I'll always say about those guys," says McNaughton, "they'll hire you on a personal basis and then give you responsibility when there's probably 10,000 people who are more qualified."

Henry: Portrait of a Serial Killer was shot in 16-millimeter in 28 days in the fall of 1985. All three leads were played by local actors: Michael Rooker (Henry), Tom Towles (Otis), and Tracy Arnold (Becky). Jones was working at Sinnott during the shoot, but he put together a technical crew. One actress was so wary of the project she brought a bodyguard to the audition. Henry, with its themes of incest, necrophilia, and unrequited homosexual desire, is played out in anonymous hotel rooms, claustrophobic apartments, and other gritty locations in Chicago.

"The film was reasonably well organized. We shot every day," says McNaughton. "We had no unions and we went out and said this is what we're going to shoot today and we went out and shot until it was done. One day we shot 23 hours straight through until we were finished. At the end of the 23 hours, I would say most of the cast and crew would just as soon slash my throat as ever see me again."

In October 1987 Henry was submitted to the ratings classification board of the Motion Picture Association of America and sent back with an X rating. The board refused to cite specific scenes or moments; the X was based on the film's overall tone. "I think John was actually kind of happy the movie got an X, it was a badge of distinction," says one friend.

The Ali brothers were enraged. Their investment was at risk: theaters wouldn't book the film, newspapers wouldn't run ads. Jones returned to Sinnott full-time, convinced Henry would never see the light of day. But he and McNaughton began making high-quality video dubs and circulating them to critics, writers, and producers throughout the country.

As a result, McNaughton was invited by two independent producers to discuss possible projects. He didn't get either one of them. "John was essentially tossed out of both meetings," says Jones. "He came to me and said, yeah, I kind of blew it. Once again it was John speaking his mind, which sometimes can be an admirable trait and other times send you into poverty, which is what it did."

McNaughton also began receiving scripts in the mail, mostly inept horror and slasher works. But one that did intrigue him was a screenplay by Los Angeles writer Sam Egan about a criminal alien who's genetically devolved into a primitive human and transported to contemporary LA. The metamorphosis isn't complete, and to survive the alien must "borrow" other people's heads. The script was being developed by Atlantic Releasing Corporation and Kushner-Locke, a production company that specialized in low-budget TV shows, and after McNaughton shot the first three pages he and Jones were hired to make the movie.

They wanted to shoot it in Chicago. But Atlantic executive Bill Tennant and line producer Eliot Rosenblatt insisted on Los Angeles. McNaughton knew why. "I'd walk through their parking lot on the Sunset Strip and see all these expensive cars, these Mercedeses and BMWs, and I knew we were the only film in production and our $2 million horror film was going to support all of this. Everybody there was doing what they could in an attempt to justify their jobs."

Principal photography on The Borrower began on Halloween 1988. On Henry McNaughton and Jones had been free to do things on their own terms. Now they were accountable to higher authorities. "With Henry we just went out and did it. On The Borrower, we had every loser asshole drug rehab bastard in fucking Hollywood telling us, you can't do this. It was a fucking nightmare from start to finish," McNaughton says.

Production wrapped in December 1988, and the same month Atlantic filed for bankruptcy. Work on The Borrower halted. Jones became so enraged at fees unpaid to Chicago postproduction facilities that he threatened to dump the special effects footage in the Chicago River. When the film was finally completed, in May 1989, he and McNaughton were legally enjoined from showing it to anyone, even their friends. The film couldn't be seen in a theater until 1991.

Chuck Parello, a Chicago journalist hired by Maljack Productions to publicize Henry, talked the owners of the Music Box, Chris Carlo and Bob Chaney, into booking Henry for weekend midnight screenings. Dave Kehr became the film's first high-profile supporter. Nationally, Henry's breakthrough came in 1989 at the Telluride film festival, where filmmaker Errol Morris, a guest programmer, slotted two screenings. "Here was Morris, this Cambridge intellectual, screening our film, and I don't think anyone was quite prepared," McNaughton says. Twenty percent of the audience walked out.

Actor Michael Rooker says most people "felt the movie was fucking with their heads. Other people were too mixed up and didn't know how to feel. There was this outpouring of emotion, with spontaneous boos and people arguing in restaurants." Time critic Richard Schickel wrote that the film "was the single most brutal movie ever made, one which makes no concession to moral outrage."

The Ali brothers became plaintiffs in a lawsuit against the Motion Picture Association of America that said the X rating (since eliminated) restricted free trade, especially among smaller independents. Thanks to the buzz generated from festivals and some strong reviews, the Ali brothers found themselves in position to make a distribution deal. They considered a couple of offers and finally signed with Greycat Films, a young Las Vegas company.

In 1987 McNaughton's agent had sent a cassette of Henry to director Martin Scorsese, but his assistant despised the work and Scorsese never saw it. A couple of years later McNaughton tried again. Scorsese's new director of development insisted that he look at the tape, and Scorsese was stunned. He told friends it was the strongest debut film he'd seen in ten years. Scorsese, who had just signed a contract with Universal Pictures to direct and produce, invited McNaughton to New York. "I went out and bought this new Armani suit, and I don't think Marty expected that, because he did a double take," McNaughton says.

In May of 1990 the deal for McNaughton to direct Mad Dog and Glory was announced in the trades. "It was going to be a $10 million movie. We thought, we'll get Malkovich, we'll have Joey Mantegna, we'll have this great cast of Chicago guys, and we'll take it to New York," Jones says. McNaughton and Jones spent the summer in New York, scouting locations and hanging out with crime-scene specialists. McNaughton accompanied the cops to murder sites and insinuated himself into the traditionally closed-off world of the evidence and forensics cops. "The crime-scenes guys in New York have a room with couches, probably confiscated, a VCR, and a television. It's not a secret--until somebody's killed, there's nothing for them to do. On the night shift they often sleep. One night I went in there with a cassette of Henry and showed it to them. They all loved it. It's always been a popular picture with cops." The scope of the film, and of their own creative freedom, changed when Scorsese almost incidentally told McNaughton and Jones that he planned to show the script to Robert De Niro. The actor liked the script but couldn't agree on which part suited him, the cop or the gangster. He did two readings, playing each part, and settled on the cop. Meanwhile, Steven Spielberg contacted Scorsese about directing a remake of Cape Fear. Jones remembers, "Barbara De Fina, who was married to Marty at the time, said, 'Oh, don't worry, Marty will never do Cape Fear because it's got water in it.'" Less than a week later Scorsese agreed to do the film, and De Niro was no longer available. "We'd been living in New York for seven weeks on preproduction, living in this cheesy loft, and all of a sudden we didn't have a job," Jones says.

New York performance artist Eric Bogosian saw Henry and was floored. He wrote McNaughton a fan letter ("The only one I've ever gotten," he says). "I had nightmares for three nights," Bogosian says. "I couldn't do the show. There was something about the material that was so vile, but I realized the filmmaking and the various elements were so strong, it was absolutely unnerving. Some of the most effective scenes were without violence, the video camera dropping to the floor, a woman walking her dog."

McNaughton, Jones, and Bogosian met in a New York bar to discuss making a movie of Bogosian's one-man stage show, Sex, Drugs, Rock & Roll. McNaughton liked Bogosian a lot, but wasn't sure he wanted to make the film. Jones talked McNaughton into it.

McNaughton, Jones, and editor Elena Maganini shot the film over five days at Boston's Wilbur Theater. The cinematographer was Ernest Dickerson, best known for his work with Spike Lee. The kinship between Bogosian and the two filmmakers was clear, a common pessimism, alienation, anger, and irreverence. The filmmakers sat in the balcony in front of a video monitor. "Eric did 11 bits. We moved the cameras as he filmed bit number one, filmed number three, and moved the cameras," says Jones. "It looked like we had seven or eight cameras on every vignette because we shot them over and over."

Sex, Drugs, Rock & Roll was shown out of competition at Cannes in 1991. It had been financed by Avenue Pictures, whose chairman, Cary Brokaw, liked the film. But Brokaw started hearing from some influential exhibitors who told him it was too long. He ordered McNaughton and Jones to cut one of the vignettes, an angry black rap done in silhouette. McNaughton threatened to take his name off the credits. Bogosian himself wasn't that crazy about the vignette. When he began touring the show he stopped performing it.

A bigger problem was Avenue's shaky finances. The New York opening was twice delayed and then the company dropped a bombshell. Avenue declared bankruptcy and stopped functioning as a distributor. Though the film received generally strong reviews, it hardly made a ripple, and for legal reasons couldn't even be released on video.

Because of labor problems in New York, the setting of Mad Dog and Glory was changed to Chicago, and in the summer of 1991 Richard Price came here to make the necessary revisions in his script. He and McNaughton started visiting crime scenes with the police, and one smoldering weekend McNaughton went on 37 calls. De Niro was along when the filmmakers took in one Lincoln Park murder where the victim had been strangled with a telephone cord and beaten on the head with a hammer. De Niro got sick.

McNaughton felt ready, as if he'd been waiting to make this movie his entire life. "I don't know, I'm pretty introverted, so directing is good for me because it's a social thing. You master something and you get bored, and this is something you'll never master. Traveling with the carnival I enjoyed moving around a lot, meeting all these people. But the next year is always going to be the same and I couldn't go back for a second year, knowing how hellish some of it was going to be. With film you're going to meet some of the most interesting people in the world and the next time is going to be completely different."

Line producer Barbara De Fina was impressed by the intensity McNaughton brought to the project. "I have a way I like to work with all directors. I give them support and freedom and the director is there to be the leader," she says. "John was really prepared; it was obvious he did his homework. The studio was less concerned with the budget than that this was John's first film with three major stars, two of whom had a lot of experience."

McNaughton's most serious problem was his contentious relationship with cinematographer Robby Muller. Muller complained that the shoot lacked improvisation, that McNaughton and Jones depended too much on the storyboarding. He also was frustrated by the long delays between setups and by the privileges granted the movie stars.

McNaughton says storyboarding is at the heart of his collaborations with Jones. "Going in, we said, this is our first studio picture, we're going to be prepared. We have our responsibilities here and we're going to try to keep it up. Maybe when we get older and more confident we'll be looser." On Henry, the storyboard was one drawing per scene; on The Borrower and Mad Dog, it was shot by shot.

"I don't want to talk about Robby," says McNaughton angrily. "Robby has a lot more experience than I do in filmmaking. So does De Niro, so did a number of people. This was our fourth film. You can choose to support people when they don't know exactly what they're doing or you can think they're an asshole and 'I know so much more than you' and treat them like shit, and that's what Robby did. I'm sure I did things in De Niro's eyes that were totally foolish, but we had a relationship of trust."

Jones says the unusual nature of their collaboration upsets the balance of power between photographer and director. "I think the cinematographers are bothered by the fact that maybe they could pull the wool over one guy's eyes, maybe they could change one guy's thinking, but there's always a second guy saying, no, that's not what we had in mind. It's quite possible we piss them off, but we were used to working this way."

Jones had problems convincing people he was an active player in the creative equation. Once, before filming began, he received a call from De Niro's office. "They say Bob doesn't know me. I said I was John's partner. His assistant says, yeah, but he doesn't know you. I say, 'Tell me what you want. I'm working on the film, we have this relationship.' They asked me to fly in and meet Bob. I said, all right, I'll do whatever they think is necessary because this is my job. I go to Bob's restaurant and I don't belong there. Bob is there with his girlfriend, Robin Williams, and Williams's wife. I have to walk up there and reach across the table.

"Bob is saying, 'I'm sorry this is the only way we could meet.' He pulls me aside and takes me into the hallway. He says, 'So, you have made a lot of films in Chicago?' and I said no. We'd made two films at that point. I've got a chip on my shoulder. He says, 'I just had to get a look at you.' It was totally intimidating, but still, I'm one-on-one with this guy who wants to look at me, to get a feeling. He asked me if I wanted to stay, I just wanted to get the hell out of there."

During rehearsals, De Niro would politely but firmly ask Jones to leave. "I would plan every last inch of this picture, and now I was going out with the crew and waiting for them to rehearse the scene. Finally one day I was leaving because Bob says, 'Steve, you're making me nervous.' I came back, put my arm around his shoulder. I said 'Bob, I'm kind of tough to deal with.' From that moment on he'd say, OK, everybody out, but you stay here. It was a 49-day shoot, and it was probably day 35 Bob realized I wasn't an assistant."

Principal photography on Mad Dog ended in September of 1991. Scorsese and the Universal executives who'd seen the dailies were excited by the footage. McNaughton and Jones turned the film over to Elena Maganini and went on vacation. She had the storyboards to work from but she was free to pursue her own ideas. Her editing reflected an idiosyncratic cutting pattern that acknowledged the dark corners of Price's script. "The most important thing was we retain as much of Richard's dialogue as possible. We all felt it was such a strong script and we didn't want to lose any of it," Maganini says.

A talented novelist (Clockers), Price, who also wrote Scorsese's The Color of Money and the "Life Lessons" segment of New York Stories, hadn't liked how his script for Harold Becker's Sea of Love had turned out. Mad Dog was a highly personal project, based on a triangle he encountered in the late 70s, and he wanted some control over the final product.

After working on three low-budget films under difficult conditions, McNaughton, Jones, and Maganini were reveling in the creative freedom this project afforded them. Maganini cut the film in a suite at Cinecenter, a postproduction house at State and Erie, thousands of miles from Hollywood's reach. In November 1991, the team screened the rough cut for Scorsese, De Fina, and Price at Scorsese's New York office. The mood was ecstatic. Scorsese laughed throughout the film, then gave them detailed instructions on ways to change it. Scorsese suggested they show the movie to some friends, but McNaughton wasn't ready; he thought it was still too raw.

They showed two more advance cuts to Scorsese and De Niro, then screened their film for Universal executives in Los Angeles. The head of production told them the film wasn't "edgy enough." But Scorsese had given them some advice: "Just nod your head, say yes to everything they say, and then go and do whatever you want."

With the release of Steven Spielberg's Jaws and George Lucas's Star Wars in the mid-70s, the dynamics of the movie industry changed. A blockbuster mentality set in and market research reigned. Its centerpiece became the preview, where audiences viewed and scored films still considered incomplete. Studio executives use these screenings to determine whether a film will play with an audience, and if it won't, how it might be changed so it will. A recent notorious example of this process is Adrian Lyne's Fatal Attraction, whose violent, misogynistic ending replaced a much more enigmatic conclusion that preview audiences had strongly rejected. In the wake of this hugely successful film, a lot of studio executives believed that a change of ending would transform any problematic movie into a hit.

McNaughton, Jones, and Maganini had never had to worry about previews. They went on instinct and gut reactions. This movie would be different. De Fina says, "Previews are a devastating process, especially for the director, because everything is so personal. You don't ever get over it. We told them how hard it would be."

The preview was held January 13, 1992, at a mall in Westchester County, New York. McNaughton knew he was in trouble when he discovered the film had been threaded into the projector incorrectly and the movie was being shown off-frame. Universal executives refused to stop the film, fearing the disruption would cause anarchy.

"You could see the microphone in 35 or 40 percent of the picture," says McNaughton. "Even people who really don't know film that well know when you see a microphone it's a sign of poor craftsmanship. The first realization when someone you love dies and the moment where there's nothing you can do and they're gone forever--that's how I felt. The compositions are hideous, and you're seeing this microphone; you've got to sit there for the next 100 minutes after knowing within the first ten seconds something is wrong. This for something you've poured two years of your life and your blood, sweat, and every fiber of your body into. The way we came into the preview we were lambs and we just got slaughtered."

The preview audience said the movie was long, disjointed, and dark. They hated the ending. De Niro's presence had suggested there might be some violence, and Murray's that there would be comedy, and instead here was a small film about relationships, divided loyalties, and primal fears about personal inadequacy and failure. Out of a possible score of 100, Mad Dog and Glory tested 17.

McNaughton, Jones, and Maganini returned to Chicago to begin making changes. The studio wanted them to emphasize the love story between the forensics cop and the girl and underplay the relationship between the cop and the loan shark. A subplot involving the cop and his lonely next-door neighbor was shortened. Scenes were pruned, dialogue compressed. Thurman's Glory became less enigmatic. "The studio didn't in any way want Uma to appear manipulative," Maganini says.

The three filmmakers returned to New York in February, expecting another shot at the preview process. But their new cut was never screened. Scorsese left to make The Age of Innocence and brought in Craig McKay, Jonathan Demme's editor, to supervise the recutting and reshaping of the film. Maganini was devastated. She was also furious with McNaughton and Jones for what she considered their insufficient support. She thought they'd capitulated to Universal to save themselves.

"Elena got brutalized by the process," Jones says. "This was her picture and she takes these pictures like they're her children. The next thing she knew, her child had a stepdad and the studio didn't ask her opinion about it. I told her all we could have done was quit. She thought we didn't stand up for her. I said this is an ugly situation we're in but we have to continue. I spent a lot of time trying to reassure her a large portion of the film was still her work."

McKay says he experienced no outright hostility from McNaughton and Jones. "With our first conversation I told them I was aware of what an awkward situation it was. I was up-front with them and told them I cared about their input and I wanted to keep Elena involved. It was also very clear to me intuitively that they had a very good movie."

What in McKay's judgment was wrong with the film?

"The story needed to be told clearer, it was too convoluted. I was clearly working with them. My job was to make the film play with an audience, because it wasn't." He describes his role as "doctor."

Of Maganini, McNaughton says, "I think most important for her she got through the experience and her name is on the picture. She got pretty badly beaten up, but I think what we did learn from Craig McKay was the organizational aspects of running the postproduction of a big film. It could have been worse. I had some bad days with Craig, too, we all did. If we had been left alone, by the end of the process the cutting style would have been more eccentric. It would have been fine, it would have been a little bit more ours. But Craig does what he does very well."

A second preview was held in Paramus, New Jersey, in April 1992. The film did better, though not by much. The score went up from 17 to 28. The problem, everyone conceded, was the ending. The original ending, which the studio had rejected out of hand, had Glory leaving the cop. The ending McNaughton originally shot had the cop, Wayne Dobie, being beaten silly by Milo the gangster, until Wayne gets in one lucky punch and Milo, sensing the futility of the situation, gives up. Wayne goes back to his apartment, followed by Glory, who nurses his wounds. But after the second preview, McNaughton, Price, and Scorsese worked on a new ending that made Wayne less passive and the fight less one-sided. They shot it in June 1992. "The ending we replaced was probably much more Hollywood and fantasy. I think this ending is a little more bittersweet and reflects the reality of the situation," McNaughton says. Price says, "The ending could have gone either way, she could have left or stayed. But the way it was played out, I thought it was pretty good."

Mad Dog and Glory opened in March to generally positive reviews and disappointing grosses. It was a success at Cannes, and probably will do better in other countries than it has in the U.S. McNaughton, Jones, and Maganini were undoubtedly bruised by their experience, but the other prominent collaborators walked away impressed. "John was terrific," De Niro says. "Henry was a very disturbing movie. When Scorsese told me he was going to use John as the director, I said that would be an interesting idea. When I met John and Steve, I liked them; they had a good sensibility, they were bright, intelligent, and sophisticated people and you can see that in Henry."

"We all speak the same language," Bill Murray says. "Movies really are a collaboration and they come out of the people making them. Really, anybody can give you direction, you have to know you're available for input. I enjoy somebody who can show me something that's not obvious. This was the first movie I made in Chicago, and it was clear that John really got it. Technically John really knows how to use the frame. I was talking to Marty about that, I don't remember exactly how Marty put it, but he said John's framing was just solid.

"It was also interesting to see the way he and Steve worked. I'd just come off codirecting a movie myself [Quick Change], and it was fascinating in the way they tried to make the other guy look good. Steve doesn't have the producer's mentality. He doesn't look down at you, push people around, or yell at them. Basically they're just two guys who live and work on the northwest side of Chicago, and they have talent. As far as the stuff with the studio, they're creative people and the studios are the ultimate bureaucracy, they're like the government."

After the New York premiere, there was a party at De Niro's restaurant in Tribeca. McNaughton and Jones, De Niro, Murray, Thurman, and Scorsese all attended, as did various other celebrities. McNaughton and Jones assumed their usual roles--McNaughton the shy loner who awkwardly recedes into the background, Jones more friendly and outgoing. "John is uncomfortable because he has intense desires, and each moment makes it that much more dire for him to do what he wants," Eric Bogosian says. "You look at the great acts, like McCartney and Lennon, without exception there's always the one guy who's looser and the other guy who's intense, and that's the way they are."

"I just read a quotation by Mencken," McNaughton says. "'Nine times out of ten the cynics are right.' I think with our films there's a healthy pessimism. Cynicism is healthy, it's debunking. I think I'm one of the most cynically pessimistic people you could want to meet, though I'm really optimistic at heart. You have to be realistic. There is a place for hope and optimism, but it must not be false. False optimism leads to self-delusion, which leads to worse crimes than anything."

"It's all been a continuum. Even into Mad Dog we have a certain cynicism," Jones says. "One of our mottoes is no good deed goes unpunished. It's always funnier and more human when some bad things happen. We definitely talk about it, but a lot comes from just knowing each other so well, so a lot of it is understated.

"In Mad Dog, Uma leaves Bob, she says, 'Fuck you, I'm out of here forever.' He says, 'Don't be a stranger.' Bob delivers the line as the most pathetic thing you ever saw in your life. De Niro says, 'I knew I got it right when I heard you guys howling across the street.' That's where we are."

Now that McNaughton's getting offers from the major studios, he hopes to put in motion some projects that he's been developing for years. Highly personal and not terribly commercial, the three that interest him the most are an adaptation of William Burroughs's The Last Words of Dutch Schultz; Neverland, a McNaughton/Fire adaptation of Robert Edmond Alter's atmospheric novel Carny Kill; and Step Right Up, an autobiographical work based on McNaughton's experiences in the carnival. McNaughton and Jones talk of switching titles, Jones directing and McNaughton producing. But that won't happen until McNaughton takes a few more swings.

"It used to be in the studio system you could crank out a lot of films and develop your style," McNaughton says. "I didn't experience that. After Henry it was three years before I worked again. After The Borrower, it was two years before Sex, Drugs. When I first went off on my own and made jewelry, someone gave me some money to set up a business and I had to produce. I remember days when I cranked out 14 rings. I finally got to the point where I was able to do the work I wanted to do. My technique was very good, just the soldering was very delicate. We haven't been able to do that, just work."

Jones and McNaughton maintain their outsider reputations by choosing to live in Chicago. McNaughton thinks Los Angeles is vile and New York violent and unsettling. "Chicago is still a fairly livable place. It's where I'm from. If I stay here for six months at a time, I think, I've got to get out of here, I've been here too long. It's a great place for a base and to come home to. The other thing about living here, people don't want a piece of you."

McNaughton recently moved from his Milwaukee Avenue loft of 13 years to a stylish Bucktown loft. But the first loft is still the center of McNaughton/Jones operations, a place strewn with books, scripts, art deco, and posters of B gangster movies. Jones lives in a north-side apartment. Professionally, McNaughton says, they're trying to regain the independence, vitality, and spirit of their first work.

"I think John has become more isolated," Elena Maganini says. "There's a point where you're unsure who to trust. No one speaks frankly or honestly about anything. As a reaction you become mistrustful, yet you feel like you have to stay in the game. I think John is trying to survive. His name is what he's trying to protect by staying in Chicago, remaining in the environment he feels most comfortable in. He's got a lot more pressures on him now than he's ever had. I think at times he's very confused about what he should do. John and Steve are at the critical point right now. They're trying to get back the control they feel they lost doing a big studio movie."

McNaughton says he doesn't have to declare his hand. He can be more than one thing, independent operator or studio director. "I'm broke. I don't know what I'm going to do next. Our projects are not set up and I'm getting too broke to sit. As far as having to choose, I think that's false. I don't ever want to be an assignment director. Some of my favorite movies of all times were made in Hollywood. Not very many anymore. I don't think it's a matter of deciding I'm going to be a studio director forever, or I'm not going to be a studio director. Independent financing is very hard to find. I want to work in the studios for a picture that has a big budget. But I have no idea what I'm going to do next. I don't feel secure, I don't feel I've arrived or made it in this business. No one seems interested in the kind of films I want to make."

This isn't entirely true. "We were in Turin, Italy, at a film festival where they were showing Sex, Drugs, and I was very pleased to see people laughing," McNaughton says. "More than anything, that made the whole film worthwhile, because the salvation of the film would have been video but it can't go on video, so nobody gets to see it. Sometimes the joke's on you, but we continue to work. I don't know where my next job is going to come, but it always does."

This is McNaughton speaking a few weeks ago. Since then, rights to Sex, Drugs were picked up by Maljack Productions, and it finally will be available on video in a couple of months.

He's still wondering about his next job.

Art accompanying story in printed newspaper (not available in this archive): photos/Mike Tappin.

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