Peter Bogdanovich Reflects on "Brilliant" Barbra Streisand, "Irritating" Cher

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Peter Bogdanovich

The 76-year-old director of 'She's Funny That Way' (out Aug. 21) offers confessions from behind the scenes of four of his most notable films including 'The Last Picture Show,' 'Mask' and more.

A version of this story first appeared in the Aug. 28 issue of The Hollywood Reporter magazine. To receive the magazine, click here to subscribe.

Whether behind the camera or in front of it, writer-director-actor Peter Bogdanovich has worked on some of the most iconic film and TV projects of the past several decades. From his recurring role as Dr. Elliot Kupferberg on The Sopranos to directing a 10-year-old Tatum O'Neal to an Oscar in Paper Moon (still the youngest winner ever), the 76-year-old has endured some of Hollywood's most notorious dramas (a Ryan O'Neal-Ali MacGraw affair that almost torpedoed Paper Moon) and divas (Cher's "bad attitude" on the set of Mask). With his latest directing effort, the love-triangle comedy She's Funny That Way, Bogdanovich is back with an all-star cast that includes Owen Wilson and Jennifer Aniston as well as blast from his past Cybill Shepherd. He shared with The Hollywood Reporter some of his favorite projects from his illustrious career.

The Last Picture Show (1971)

We had such a bunch of good actors in that film. [The scene in which] Cloris Leachman [who won the best supporting actress Oscar for her role] throws that coffee pot and yells at Timothy Bottoms — Cloris did it brilliantly. She wanted to rehearse it and I kept saying, “I don’t want to rehearse it; I want to see it for the first time when we actually roll.” I had learned that idea — to not let the actors show you an emotional scene before they shot it — from John Ford through Henry Fonda. It was Hank Fonda who told me that for the big climactic scene with the mother in The Grapes of Wrath, [Ford] wouldn’t let the actors play it for him — he wanted it to be fresh when they did it and of course he used the first take. So I said, “Action!” and she was extraordinary. [But] she said, “I can do it better.” I said, “No, you can’t; you just won the Oscar.” And to this day — Jeff Bridges told me that he [recently] ran into Cloris and that she said, “Oh, I’m so angry at Peter. That was the first take. I could have done it better.” And Jeff said: “Oh, Cloris. You won the Oscar!”

What's Up, Doc? (1972)

[This] was really the second picture in my career that I styled to a movie star. One was Boris Karloff in Targets and the second was Barbra Streisand in What’s Up, Doc? The entire picture came about because Barbra wanted to do a picture with me. What happened was she saw an early cut of Picture Show and was extremely moved. She said, "I want to do a drama with you." I said, "I just did a drama. I want to do a comedy." I had seen that she could be very, very good. She had a few bad habits that I would be able to fix, but my major feeling was that she was brilliant at comedy — and, as it turned out, she is. She sort of took that for granted — that’s why she wanted to do a drama with me, because for her, comedy was fairly easy. She was a joy. She’s great in the picture and I love her dearly, I really do. Even though she didn’t trust the material, she went along with my humor and we became very good friends and we get along very well — and I have nothing but affection and love for Barbra.

Paper Moon (1973)

They said, "[John] Huston wants to do this with [Paul] Newman and his daughter, but we’d rather have you." I said, "OK, I’ll do this with Ryan [O’Neal] and Tatum O’Neal." But they didn’t want them. [Producer] Bob Evans was pissed off at Ryan because Ryan had an affair with Ali [MacGraw] while she was married to Bob on Love Story. And I said, "Bob, I have a hit in the top 10 called What’s Up, Doc? with Ryan O’Neal. How do you explain to your shareholders that you won’t do a picture with this megastar?" It was an unarguable point. I think it’s one of the audience’s favorites of my pictures. People really like that movie. It didn’t get great notices originally — it got mixed notices — but it was a big thing with the audience.

Mask (1985)

I made that picture for Dorothy Stratten because she’d been murdered, and in the 10 months I knew her I found that she was very, very interested in The Elephant Man on Broadway. She went to see this production and she was very moved by it. After she was killed I figured it out: Dorothy identified with him because of her beauty — because her beauty was as much of a source of alienation as his ugliness. They came to me with this picture called Mask. I thought it was not a very good script but it surely was an interesting story because it was a true story. And then I remember how Dorothy felt about The Elephant Man and I thought, “Well, I’ll make it for her.” [We had] a list of actresses for the role of Rusty. Ellen Burstyn and Cloris [Leachman] and Jane Fonda — anybody with a name. About two-thirds of the way through the list, there’s Cher. I said, "That’s interesting. I can see her [playing] a druggie and riding a motorcycle, and I can’t see Jane Fonda doing it. She’s too sophisticated." Cher and I didn’t get along that well. She sort of irritated me, because she had such a negative attitude. But she’s very good in the picture. I don’t think I’ve ever shot more close-ups — she’s very good in close-ups and not that good in playing the whole scene through, because she loses the thread of it. So I shot it that way, and she should have won an Oscar.

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