Published by Michael Wiese Productions

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Manufactured in the United States of America

Copyright 2020 by John Badham
All rights reserved. No part of this book may be reproduced in any form or by any means without
permission in writing from the author, except for the ­inclusion of brief quotations in a review.

Library of Congress Cataloging-in-Publication Data

Names: Badham, John, 1939- author.

Title: John Badham on directing : notes from the sets of Saturday night
fever, War games, and more / John Badham.
Description: Second edition. | [Studio City, California] : [Michael Wiese
Productions], [2020] | Includes index. | Summary: “Action and suspense
pictures have almost always been made by “seat of the pants” filmmakers.
Crafting their stories from gut instinct and intuition, their innate
talent often leads them to exciting results. Badham examines and
explains the elements of action and suspense that are needed to make a
great film, spotlighting the universal elements exemplary scenes across
all film genres possess and giving readers valuable directing and acting
tools. This edition features a brand new section. “A Director’s Survival
Guide to Episodic Television” explores the political danger zones faced
in the ever-expanding worlds of streaming, cable, and network
television. Badham has created a much-needed first-aid kit for all
directors; the newly expanded list of “14 Must-Ask Questions Before
Rehearsal” is an essential addition to any filmmaker’s toolbox. Intended
for actors, directors, cinematographers, production designers, or other
creatives, here are the tools to deconstruct and understand your scenes.
Continuing the work begun in Badham’s bestselling I’ll Be In My Trailer,
he shares more insights from talented directors on working with
difficult actors, finding the best rehearsal techniques”-- Provided by
publisher.
Identifiers: LCCN 2019057049 | ISBN 9781615933167 (trade paperback)
Subjects: LCSH: Motion pictures--Production and direction.
Classification: LCC PN1995.9.P7 B2724 2020 | DDC 791.4302/32--dc23
LC record available at https://lccn.loc.gov/2019057049
 Contents

Contents

Contributors �����������������������������������������������������������������������������������������������������xi

Using This Second Edition������������������������������������������������������������� xvii

PART I
A Lack of Trust:
The Five Mistakes
Introduction: A Nasty Bit of Laundry����������������������������������������3

CHAPTER 1

Mistake #1: Directed by Anonymous��������������������������������������10

CHAPTER 2

Mistake #2: Know-It-Alls Rule������������������������������������������������������� 28

CHAPTER 3

Mistake #3: Filibusterers ������������������������������������������������������������������� 34

CHAPTER 4

Mistake #4: Too Many Notes��������������������������������������������������������� 40

CHAPTER 5

Mistake #5: Enamel Grinders������������������������������������������������������� 64

CHAPTER 6

Working with Your Actors:

A Cyber-Colloquium��������������������������������������������������������������������������������79

viii
 C o ntents

PART II
Action and Suspense:
The Three Strategies
CHAPTER 7
Strategy #1: Not Just a Pretty Chase ������������������������������������ 91

CHAPTER 8

Strategy #2: Who, Where, and When����������������������������������104

CHAPTER 9

Strategy #3: Quick Techniques and Safety ������������������ 118

PART III
Preparing the Scene:
The Director’s Checklist
Before Rehearsal: The Checklist �������������������������������������������� 137

CHAPTER 10

The Scene Related to the Film����������������������������������������������������140

CHAPTER 11

Enter the Characters���������������������������������������������������������������������������� 152

CHAPTER 12

Strategies, Stakes, and Obstacles ����������������������������������������166

CHAPTER 13

Scene Signposts �������������������������������������������������������������������������������������� 178

CHAPTER 14

Imagination Instigators������������������������������������������������������������������������195

ix
 ON DIRECTING  JOHN BADHAM

PART IV
Surviving Television:
A Director’s Guide
CHAPTER 15
Not a Parallel Universe����������������������������������������������������������������������� 203

CHAPTER 16

Research and Preparation��������������������������������������������������������������210

CHAPTER 17

Concept and Tone Meetings��������������������������������������������������������219

CHAPTER 18

Casting����������������������������������������������������������������������������������������������������������������231

CHAPTER 19

What’s the Story��������������������������������������������������������������������������������������� 236

CHAPTER 20

On the Day ����������������������������������������������������������������������������������������������������� 242

CHAPTER 21

Enter the Editor ����������������������������������������������������������������������������������������� 252

Epilogue������������������������������������������������������������������������������������������������������������� 258
Acknowledgments����������������������������������������������������������������������������������261
Further Reading ��������������������������������������������������������������������������������������� 262
Photo Credits����������������������������������������������������������������������������������������������� 264
About the Author������������������������������������������������������������������������������������� 267
Index ��������������������������������������������������������������������������������������������������������������������� 270

x
 Using This Second
Edition
Using This Second Edition

D irecting is part art, part craft. Like architects and writers, the
practitioners of two other classic hybrids, directors are proud
of their work and glad to share their knowledge with those eager to
learn. The part of the hybrid we call “art” falls into that inchoate abil-
ity known as talent: virtually impossible to teach, difficult to describe,
and unmistakable when observed.

The “craft” part is easier, although there’s always more to learn. When
writing I’ll Be in My Trailer, my book with Craig Modderno on how
to effectively work with actors and elicit their best performances, I
talked to many skilled and talented directors and actors who shared
their personal insights, tips, and stories on the complicated and chal-
lenging relationship between actors and directors. In that way, I am
still as much of an apprentice as a craftsman. The art will be left to
others to assay.

Steven Soderbergh: I imagine you’d agree

that we can teach the practical stuff about
directing. If we could inject people with the
soul of an artist, then we’d all be Stanley
Kubrick. That’s a personal thing — whether
they have a point of view that’s interesting and
specific or not, you can’t inject somebody with
that. They grew up with it. You know? But you can teach them the
craft, and it’s a fun craft to teach and to learn.

In the time since that book came out, many more talented direc-
tors and actors have contributed their additions and responses to
the ideas expressed in the first book. A wonderful addition to this
second edition of On Directing is a “cybernetic colloquium” of sorts,

xvii
 ON DIRECTING  JOHN BADHAM

or group discussion about many of the finer points of working with

actors. Some of our best directors of actors have generously allowed
their thoughts via email, texts, and interviews to be compiled in this
way and placed in conversation with their peers.

PART ONE of this book deals more specifically with the issue of trust
(or lack thereof ) between actor and director. It looks at solutions
and techniques for overcoming this nasty problem. In particular, it
addresses some of the real differences between directing film and
directing episodic television. Though most of the basic techniques of
directing film and television are the same, there is a substantial dif-
ference in protocol between the two as far as a director is concerned.

PART TWO deals with techniques I’ve learned by directing stories

with elements of action and suspense in them (every type of film can
contain both action and suspense) using examples from my films
Blue Thunder, WarGames, and Nick of Time. This section asks: What
are the elements that make a successful action or suspense sequence?
How important is point of view? How critical is jeopardy? How are
actors best directed in action sequences? How can we keep safety
the main priority on an action set? How much coverage is enough?

PART THREE is the Director’s Checklist. Before you start rehears-

als — any rehearsals — what questions have to be asked? Whether
you’ve directed no films or a hundred, these are the basic tools that
help you deconstruct a script or a scene.

The checklist contains the tools that keep the director and actor on
the right path to creating a good scene. You’ll not only be better
prepared to answer any questions on set, you’ll also know how to
approach guiding your actors in their performances.

PART FOUR, new to this second edition, is the director’s survival

guide to episodic television. With the inception of so many new
venues for streaming television and media, there are hundreds more
shows being created and hundreds more opportunities for directors.
Many directors who would not have thought of working in televi-
sion now see that the opportunities are too numerous to resist. No

xviii
 U sing T his S ec o nd E diti o n

longer your four stodgy, commercial-driven networks, what we’ve

got isn’t really television anymore. It’s streaming media everywhere.
Two-year-old kids are swiping right on their smartphones to stream
SpongeBob and more. (What’s next? WombTV?)

  

I want you to come away from this book with a better appreciation of
bonding with your actors and a deeper understanding of the politics
of episodic television, whether network, cable, or streaming media.
May it protect you in a world where diplomacy and collaboration are
must-have skills.

I’ve included photos of posters from the international versions of

some of my films. They’re often very different from the U.S. posters,
sometimes even featuring a different title, and are fun to compare
with the originals.

John Badham
December 1, 2019

xix
 PART I

A LACK OF TRUST:
The Five Mistakes
 A Nasty Bit of Laundry

If you’ve spent much time around actors, you’ve probably heard

something scurrilous whispered between them. That’s in public.
What actors say in private among themselves is often worse — and
here it is. You ready?

Many. . . most. . . let’s say lots of actors don’t trust directors. Not a
bit, not a whit, not a crumb. They have been flogged, flayed, and
betrayed by directors ever since they were
told in acting class to pretend they were
a fried egg that had been beaten by their
rooster father. Misled, misrepresented, and
flat-out ignored, they have been treated
like robotic pieces of meat, if you’ll pardon
the metaphoric succotash. Viewed as mis-
behaving children who live in a fantasy
world of explosive egos and DUIs, actors
often find themselves demeaned, devalued,
Japanese edition of I’ll Be in
and depressed. My Trailer.

Taylor Hackford: Well, the whole idea of trust

between actors and directors is so critical, and
I think it’s why many actors distrust direc-
tors: because they never take the time to gain
their trust and to let them feel that somebody
smart is working with them. Some directors
are afraid of actors. Some directors don’t want
to talk to them.

3
 ON DIRECTING  JOHN BADHAM

It’s easy to understand how an actor can store up resentments over

time and begin to see all directors as louche or suspect. Polite direc-
tors, talented directors, and helpful directors all get lumped in with
the mediocre ones, the abusive ones, the screamers, the idiots, and
the invisible directors who only shoot the same sequence — master,
two shot, over shoulder, close-up, close-up — time and again, no
matter what they’re shooting.

Delia Salvi: The best-kept secret in the entertainment industry is

how much actors, including award-winning performers, distrust
directors, and how directors often fear or dislike actors.1

Exaggeration, you say? Maybe. You have to look at it from the point
of view of the actor who has been tortured and ignored their whole
career. Their resentment has built up a volcanic pressure inside that
wants to explode when a director comes around with their snotty
little “notes.” Even the famously talented directors — the Scorseses,
Spielbergs, and P.T. Andersons who are great communicators — often
have to rehabilitate the battle-scarred, shell-shocked, PTSD-ridden
actor to gain their trust as a creative collaborator.

Gilbert Cates: I understand why some actors

become pricks. I get it. You go through many
difficult times before you get cast in a role. You
build up a heap of resentment and anxiety.
Most of it is fear. Most of it is actors afraid of
being asked to do something that they can’t do,
and being found out that they can’t do it.

Little wonder that any actor who has achieved any level of respect
will demand director approval, both in films and television series.
They want to feel confident that their director not only knows their
craft as a filmmaker but also has respect for the actor and under-
stands the character they’re playing. They want to know they will be
protected from looking bad or foolish. Actors want to be directed. . .
but by people who help them do their best work.

1
Delia Salvi, Friendly Enemies (New York: Billboard Books, 2003), xv.

4
 A N asty B it of L aundry

Jodie Foster: I think sometimes directors are

afraid of actors because they don’t entirely
understand the process of acting. There’s
something very mysterious about it. It’s a skill.
They just don’t know what the skill is.

When an actor steps on a film set, they know that they only have
so much control over the elaborate process of filmmaking. It’s quite
different from the world of theater, where most actors are trained.
There, they have much more control over their world. Every night is a
different performance that can be improved, corrected, and adjusted.
Bad directions can be ignored, staging can be fixed. That doesn’t
mean it will be better or that it was bad initially. It just means that
the actor feels more control in a theater environment.

Sadly, Judd Nelson, member of the famous Brat Pack and star of The
Breakfast Club, reminisced once that when he first started acting, “I
thought all movies were going to be collaborative and have rehearsals
and a director who liked us.”2

Stephen Collins: I think sometimes as an actor,

you just know that you can trust a director. You
know him well enough to say, “Oh, screw it.
I’m going to take a leap of faith because he’s
got something going here.” I think actors just
want to be heard. If an actor really feels that he
or she has been heard, they’ll give up what’s on
their mind. If you feel like you’ve been stamped down and can’t put
your two cents in, then you never commit to the scene.

Let’s see how that worked out in practice with one of the toughest
actors, and one of our best directors.

2
Susan King, “Judd Nelson Interview,” Los Angeles Times, October 2, 2012.

5
 ON DIRECTING  JOHN BADHAM

Michael Zinberg: I was doing an episode of

The Practice. I had a huge show with James
Whitmore Sr. He was a brilliant actor. I grew
up watching him on television and in movies,
on the stage when I could. I was intimidated. I
was frightened. Now, I knew his son very well,
James Whitmore Jr. He’s a great director in his
own right. I said, “I got a huge show with your dad, do you have
any tips?” He thought for a beat, and he said, “Well, if you have
anything to say, it better be good.”
So in comes Mr. Whitmore to talk with me about the script. We
get to this one pivotal scene. I said, “This is how I think this scene
should play.” He said, “You’re absolutely wrong.” I said, “Okay, tell
me.” He pitched me his idea. I said, “I don’t think so. I don’t think
that fits within the context of the show.” I said, “But I’ll check. I’ll
check with David Kelley, the showrunner, and I’ll come back to
you.” Kelley agreed with me how the scene should play. I came back
to Whitmore: “I think you’re wrong. But let’s see what happens
when we get to the stage.”
So now we rehearse the scene. He does the scene exactly the way I
asked him to do it. So at this point, I’m taking “yes” for an answer.
When we roll on the first take, he performs beautifully and flaw-
lessly, exactly what I’d asked him to do. Take two, same thing,
perfect. I said, “I’m good.” I said, “I think that scene is exactly
right.” I said, “Is there anything else that you’d like to do? Would
you like to do another take any way you want to do it?” Whitmore
replies, “Nope.” I said, “You’re happy, I’m happy.”
Later on that day, I went to his dressing room. I asked him, “Were
we saying the same thing all along?” He said, “No, no, no, you’re
dead wrong.” I said, “I’m dead wrong?” He said, “Yeah, you totally
misinterpreted the scene.” I said, “Okay, but you did the scene the
way I asked you to do it.” He said, “You’re the director.” I said,
“Thank you,” and I walked out. He won an Emmy for that perfor-
mance, having nothing to do with me, just because he’s so damn
good. I mean, he was brilliant.

6
 A N asty B it of L aundry

Postscript: I ran into him at a restaurant in Beverly Hills. He

was having dinner with his wife, Noreen, and I was with my wife,
Leslie. I went over to him, and I said hello and introduced them to
Leslie. Whitmore Sr. looks up at her and says, “Well, your boy isn’t
much of a director, but he’s got good taste in women.”

I have been asking directors and actors everywhere: What are the
signs and symptoms of directors who aren’t trusted? What do they
do that makes actors grit their teeth and wish they had gone to law
school instead? We’re not just talking about being popular with
actors (nice, but hardly the end goal). Filmmaking is not primarily
a social club. What do we as craftspersons and artists do that gets
in the way of making the best film possible? Many of the problems
we’ll discuss occur in television or low-budget films, where schedule
often trumps quality and there is little time for niceties. But the
truth is that they are universal problems existing at all levels of
filmmaking.

For now, let’s focus on the cast. Many of the ideas will also apply
easily to our crew, who need and deserve just as much respect and
attention as the cast — the difference being the crew is usually more
compliant and easier to work with.

It’s enough to say for now that Number One on the call sheet (as
the star or lead actor is code-named) is such a critical part of every
equation and production decision that to ignore, demean, or take
lightly their participation is a fatal mistake. Whether they are well
behaved and committed to making the best film possible, just
pulling down a paycheck, or on an ego trip, Number One must
be considered at every turn. We want them to look their best, to
feel their best, and to enjoy giving all they can give to the film
they are fronting and headlining. Being Number One is a huge
responsibility.

And it goes without saying that there is no “one size fits all” when
it comes to actors, how they work, their temperaments, their back-
grounds. It’s part of the challenge and part of the fun.

7
 ON DIRECTING  JOHN BADHAM

D.J. Caruso: I learned, having five children,

just as every one of them is totally differ-
ent from the other, every actor is different.
You can’t have the same directorial approach
to Al Pacino that you have to Shia LaBeouf
or to Michelle Monaghan or to Matthew
McConaughey. What I’ve learned is to quickly
discover whether the actor is a reactive actor
or an aggressive actor.
Val Kilmer, for example, is very reactive. He knows what he wants
to do, and for me to affect his performance, I have to use off-
camera people to change his performance. He reacts to what he’s
getting from the other actors.
On the other hand, a guy like Matthew McConaughey is just gung
ho. He just wants an action, like “be more aggressive.” If aggres-
sive isn’t enough, it’s going to be, “I want you to take her clothes
off when you’re talking.” He’ll come back and say, “Give me a verb.
Give me a verb.”
You have to learn to adapt to every actor’s style of working. Where
a guy like Shia LaBeouf — and this is the truth — take one, take
two, I don’t have to do anything. I don’t have to do anything. He’s
spoiled me forever.
But Shia spends preproduction with me. He goes on location
scouts. He calls me and asks me questions. In rehearsal, we never
do the lines, but he wants to know something like, “Should I have
a picture of my brother in my hand?” Everything’s about his prepa-
ration and the foundation of the character. When we get to the
set, I swear to God, you’re prepared to do more takes because. . .
you always have to do more takes. But Shia nails it the first time.
I think, “That can’t be it, I can’t be moving on already.” You liter-
ally can, because in two movies I’ve done with him, he’s messed
up a line once, one time. And it was a line that I changed the
night before.
So I’ve learned to really adapt my style and figure out what kind
of actor I’m working with, from the Angelina Jolies who are very
cerebral, to Matthew McConaughey, who is all about action.

8
 A N asty B it of L aundry

So how do we deal with this hotbed of distrust, egos, and compe-

tition? The entire philosophy of this book is based on one simple
principle: People tend to reject the influence of someone they don’t
like. Whether it’s a disliked director, doctor, or teacher, there is
tremendous resistance to following their advice or learning from
them. Benedict Carey, writing for the New York Times about George
Steinbrenner, the tyrannical owner of the New York Yankees until
his death in 2010, points out that even he mellowed substantially in
his later years, having realized that the most effective leaders “find
a way to mix some patience with their Patton, to persuade rather
than intimidate, to convince people that their goals are the same as
the boss’s.”3

And there is no need to transform oneself into a grinning ape or

Uriah Heep, Charles Dickens’ obsequious, handwringing “’umble
servant.” It’s mostly about respect.

D.J. Caruso: You have to be the authority figure. You can’t be just
buddy-buddy because there has to be a captain. And so I’ve learned
over the years how to try to choose an actor who’s really going to
be your partner.
And that you can only learn by sitting with them, by talking to
other people that have worked with them so you don’t step on land
mines where they were sweet in the meeting and then turn into a
monster on the set.

Let’s look at common mistakes that directors make — in the hopes

that you can avoid them.

3
Benedict Carey, “The Boss Unbound,” New York Times, July 18, 2010.

9
 Chapter 1

Mistake #1: Directed

by Anonymous

T here’s always plenty of sitting around on sets, waiting for one

task or another to be completed. A director can only do so much
helping before having to get out of the crew’s way. They can spend
this waiting time in many ways, hopefully productive. I like to talk
with the actors about the upcoming scene or anything that’s concern-
ing them. Often, an actor will tell me about a film or TV episode that
they acted in. “Who was the director?” I often ask. This is frequently
followed by a long pause and a bit of riffling through their mental
contacts. Then I hear, “He was a tall guy, I don’t remember his name,”
or “She had real curly hair,” or “He liked to shout a lot.”

I used to think that this was coming from some bobblehead who was
only thinking about themself. Surely this couldn’t be the case with
actors who are playing leads or major roles.

Uh. . . yes, it could. It’s especially true in television, where a series

may have a dozen or more directors in a season. Every show starts
to blur together, and the schedule is so hectic that basic niceties and
courtesies go by the boards. People barely introduce themselves, and
then they work together for days or even weeks on end but may never
learn each other’s names.

10
 M istake #1: D irected by A n o nym o us

Michael Zinberg: In series television, the smart directors know

the crew before they walk on the stage. Most of them get to know
the crew during prep. Man, they can help you or not help you. If
you’re a dick, they’ll find out fast, and it won’t be pretty.

If we’re talking about the crew, this kind of behavior is rude, but not
necessarily damaging. Crews are inured to being treated rudely by
directors. This doesn’t make it right, polite, or even a good practice.
Because they need the work, they swallow their pride and press on.
Sure, it’s easier — or, more accurately, lazier. But we can get a much
better result from people who we treat as individuals, not cogs in the
filmmaking machine.

John Woo: I think if you want to work with actors, first you have
to fall in love with them. If you hate them, don’t even bother. . . .
I treat actors as though they’re part of my family. Before I start
shooting, I insist on spending time with my actors. We talk a lot,
and I try to see how they feel about life, what kinds of ideas they
have, what kinds of dreams. We talk about what they love and
what they hate. I try to discover what each actor’s main quality is
because this is what I’ll try to emphasize in the film. . . .
Once we start working, there are two primary things. First, of
course, is communication with the actor. To achieve that, I always
try to find something more trivial — we both like soccer. It’s very
important because often, the whole communication process will
rest on that. It’s something you can always fall back on when con-
flicts arise. The other thing I pay attention to is the eyes. When an
actor acts, I always stare at his or her eyes. Always. Because it tells
me if he or she is being truthful or just faking it.4

Just by knowing someone’s name and using it on a regular basis, we

are making personal contact with them. They become a person who
wants to help us get the job done well. They become a person who
looks forward to coming to work and who feels part of something
worthwhile. . . even if it’s just a small film or TV episode.

4
Laurence Tirard, Movie Maker’s Master Class (New York: Faber and Faber), 148.

11
 ON DIRECTING  JOHN BADHAM

Martin Sheen: I had the joy of working with

Steven Spielberg just last year. I couldn’t believe
his character on the set. He was so available to
everybody. He was so personable. He shared
everything about himself and wanted to know,
“Where are you from, Martin? Oh, really? I
didn’t know you were from Ohio. Isn’t that
something? What did your dad do?” I said, “Oh, he worked in a
factory.” “I didn’t know that. Really? How many children are in
your family?” You know what I’m saying? He genuinely wanted to
know who I was when I had only met him socially here and there.
I was so disarmed. You watch that set, and it’s not just the actors
who will go to any lengths for him. It’s the whole set. The whole
crew will break their back for this guy — anything. He sits behind
that monitor. He knows exactly what he’s looking for, and he’ll get
it in the shortest amount of time, but he won’t leave until he gets it.
Then he invites everyone involved to come and look at the replay,
and if someone’s not happy? “All right, let’s try it again.”

Whenever I step on a set for the first time, I make it a point to know
the names of all the actors, heads of departments, and the names of
their “best boys.” I will know the camera operators, their assistants.
and their dolly grips — all this without having met most of them. I
use mnemonic tricks, rote memory, anything to be able to address
them by their first names as quickly as I can. This is not to be popu-
lar. This is just good business.

Gary Busey: One thing that’s very important

to others is remember their name. You have an
ally. The name is so important. People don’t
realize how important the name is. Maybe they
do, but not so much as to take two seconds to
learn one. “I’m terrible with names” is just a
lazy excuse for not paying attention.

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 M istake #1: D irected by A n o nym o us

Get ’Em While You’ve Got ’Em,

Before You Get ’Em
How does the director establish a relationship with the actors?
When do we get to know them? Is it in the audition? The rehearsal?
The shoot?

The truth is, it gets harder and harder every year to create that rela-
tionship with the actor before the day of the shoot. At the audition,
the actor comes piling into the casting office with the baggage of all
the other things they’re doing that day. They grab the script sides
and put all their concentration into getting a grasp of the character
and how to play it. Called into the audition room, they’re lucky to
have a word or two with the casting person about the scene. Then
the camera records and they perform it with the casting assistant,
who may or may not read well.

What’s wrong with this picture? Lots and lots. In a feature film and
most television shows, the director is present and able to give the
actor some direction. The smart director knows this is not just time
to find an actor for a role; it is a chance to experiment with the
scene long before getting to the stage. You have the actor’s attention
cranked up full. They wants that job and are focused on the director
like a laser.

Eriq La Salle: I find, as an actor, when a direc-

tor gives me an idea in an audition, if a director
gives me something I haven’t thought about,
that director has me. Even in the audition pro-
cess, I’m always impressed when a director says
something like, “What you are doing is fine, but
let’s try it this way.” Whether I get it or not, I’m
glad I went in and I had an interesting time.
Whenever I direct, I’m always trying to find the thing that they
haven’t thought about that’s going to give them a greater under-
standing of the situation, of themselves and the character. That to
me is one of the marks of a good actor or director.

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 ON DIRECTING  JOHN BADHAM

Even if the actor isn’t quite right for the role, they can be a source
of ideas and will be delighted to try the scene any way the director
suggests. I will often tell the actor who is auditioning, “You know,
this is a crazy idea that isn’t in the script, but will you try playing
exactly the opposite of what you just did? For example, instead of
you celebrating getting an engagement ring at the dinner table, try
making fun of the proposal. But use the same dialogue.”

Now I can get an idea of what the actor is made of. Now I can see
how they respond under a bit of light pressure

Sometimes this works, sometimes not, but one thing is always true:
The actor will never forget that you worked with them and asked
them to stretch their creative juices. They will always remember you.

What can you learn from this? Plenty. You know now how much the
actor can stretch and how they respond under pressure. Do they
create something new, or do they just repeat what they did the first
time? If the latter, then it probably won’t get any better on the set.
It will be the infamous, robotic “office reading,” like a pre-recorded
message. It never changes, so you should look for someone else. If
the former, and the actor does respond with an unusual or creative
choice, the director has also learned what kind of playing the scene
will allow. It’s free rehearsal with no pressure.

Martha Coolidge: To me the auditioning

process is to search the extremes of what the
part might demand and find the actors who
are going to bring something beyond what-
ever I imagined, rather than somebody who
has to beat it out of them or manipulate it
out of them.

This is why it is so important the director be present at auditions.

Otherwise, you only get part of the information you need. Watching
recorded interviews only gives you part of the information. It’s like
buying a car based on seeing the commercials, but never driving
it. Curiously, frustratingly, maddeningly enough, many TV shows

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 M istake #1: D irected by A n o nym o us

manage to skip having the director at auditions. Maybe not by delib-

erately trying to keep the director out of the loop, but by dragging
them off on location scouts and other things that seem more press-
ing. The auditions are done by the casting director and then show up
online on the computers of everyone involved. Choices get made. If
the director doesn’t pay attention to when auditions are happening
and insist that they be present, the producer and the network subtly
hijack the process.

What’s wrong with this? The actor has given a reading without
much of a compass to guide them beyond the writer’s stage direc-
tions. When the producer and the network view the auditions on
their computers, hopefully they aren’t taking phone calls, or chatting
with associates. This would not only be disrespectful to the actor; it
would also be shooting the show in the foot. Then executives send
out fatwas and ex cathedra dictates about who will play every role,
right down to Nurse #2 with their one line: “This way, Doctor.” Easy
to see how directors have a hell of a time getting their choices heard.
At least if the director were present at the auditions, they could know
the actors well enough to see beneath the surface, and their recom-
mendations would carry more weight. Besides which, the experience
of working with the actor during the audition starts the creation of a
bond between actor and director that will grow stronger over time.

Homework. . . Do It
If you’re getting serious about casting someone, you want to do
homework on who they are. You can say to yourself, “Oh yes, I know
Brad Pitt’s work.” Do you? Go back, look again. Pay attention to how
he does things. Where are his mannerisms, his strong points, his
weak points? You need that information fresh in your mind. This
is where the internet is such a blessing. If you don’t know his work
beforehand, you can find his films so easily. You owe it to yourself to
learn all you can about what he likes and doesn’t like. Call directors
he has worked with in the past and get their take on the actor. Every
director will return the call and share what they know. It’s not only
professional courtesy; they may need to call you one day.

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 ON DIRECTING  JOHN BADHAM

Donald Petrie: Jack Lemmon kind of encom-

passes a role all around. Walter Matthau finds
something he can glean that is the character.
One of the reasons I managed to work so well
with Walter is the first day we met, he said, “I
don’t know if I can do this. First, this is called
Grumpy Old Men. I’m not old. See this hair?
There’s not a gray one in it.” He was arguing that he wasn’t old
enough to play this role. I said to him, and again, I’d done my
homework, so I said, “But Walter, you did so brilliantly in Koch.”
Jack Lemmon had directed him in Koch, where he played an old
man. “Yeah, I just don’t have a way to kind of glom onto this
character. I don’t know it yet. I’ve got this doctor that works for
me, and he talks like he’s got cotton in his mouth all the time.”
I said, “Oh, that sounds great.” Then I knew I had him. Sure
enough, if you listen to “Crazy drivers!” he sounds like he’s got
something in his mouth. He chose that thing to kind of build his
character around.

They’re On Board
After you, the producer, the studio, the network — and God — have
discussed, argued, fought. . . and gone with the one God wanted in
the first place, call the actor on the telephone. Don’t text, tweet, email,
Facebook, or smoke signal: Call the actor. They all have phones. Call
them up and welcome them to the film. Tell them how delighted you
are to get to work with them. Even if you are not delighted, still tell
them you are delighted. On a cynical but very realistic level, if you are
going to have to work with them, you are going to have to make the
best of it. That won’t happen if they think you didn’t want them in
the first place. Now get their thoughts on how they see the character
and how they like to work.

Jodie Foster: I love it when directors come to me before the first

few days of shooting and say, “What do you like and what don’t you
like?” “Tell me how I should approach you and how I shouldn’t.
What happens in this circumstance? Do you like doing a lot of
takes? Do you like to be first? Do you like to be second?” “Is it okay

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 M istake #1: D irected by A n o nym o us

if there are lots of people surrounding you? Do you like a lot of

notes?” All those questions are completely fair to the professional
actor. You just set up the scenes accordingly.

When you’ve got your actor on the phone, that’s the time to ask if
they have any questions or concerns about their part, wardrobe, or
dialogue. You don’t want to put them on the spot or embarrass them
in any way, you just want to get them thinking. If you didn’t get to
meet them in person, you are putting a voice to your name. It’s a
critical first step in bonding with the actor, who wants to know that
you are looking out for them and will take care of them to get their
best work. They’ll come to work feeling someone is there for them.

Allan Arkush: That whole sense of protecting the

actor just really makes them be so much better.
They end up trusting you so much that they feel
they can’t make a mistake, and that if they do
make a mistake, you’ve got their back. Obviously,
with series regulars, that’s a lot.

This is the easiest phone call you will ever make, and it will only take
a few minutes. Of course, the best is meeting in person over a meal,
but I’ve made calls from tops of mountains, from the van during tech
scouts, or at 3 a.m. to talk to Bryan Brown in Australia. Anywhere.
Just get it done; you’ll be glad you did.

Elia Kazan: As a director, I do one good thing right at the outset.

Before I start with anybody in any important role, I talk to them
for a long time. The conversations have to do with their lives, and
before you know it, they’re telling you all about their wives, their
mothers, their children, their infidelities, and anything else they
feel guilty about. . . . They’re dying to tell you they tried to kill
their brother once. They’re eager to tell you their problems with
their father. . . . I veil it. I make it sound like chatter. An actor will
tell you anything in five minutes, if you listen. . . . By the time you
start with an actor, you know everything about him, where to go,
what to reach for, what to summon up, what associations to make

17
 ON DIRECTING  JOHN BADHAM

for him. You have to find a riverbed, a channel in their lives that is
like the central channel in the part. . . . You’re edging toward the
part so that the part becomes them.5

If you’ve not been fortunate enough to have had extended rehearsals

before shooting — and frankly, very few directors are so fortunate
these days — you will have to do it on the day of shooting. Rehearsal
is viewed by bean-counting production executives as either some
arty perversion designed to cost them money or an opportunity for
the actor to undermine the script. The truth is quite the opposite:
Rehearsal saves them money because most of the script problems,
actor questions, and staging concerns get explored, even in brief peri-
ods of rehearsal. Sidney Lumet proved this film after film, year after
year. He would consistently shoot his films in four to five weeks when
every other director was taking ten weeks for the same kind of film.
In rehearsal, a thirty-minute discussion is no big deal. A thirty-min-
ute discussion on the set on a tight shooting schedule is a disaster.
And when is the shooting schedule not tight? James Cameron, after
two thousand days of shooting on Titanic and Avatar, still says he
needed more time. If there’s a protracted disagreement about a scene,
not only is shooting time lost, but the tension of the situation causes
tempers to flair. Producers get frantic — angry, even; directors smell
hot cigar breath on their necks, and actors wonder, “What’s the big
deal? I just asked a question.”

There is an art to proper rehearsal. Take a look at Judith Weston’s

excellent book Directing Actors, which has a terrific section on
rehearsal. As Jessica Lange said in her Academy Award acceptance
speech for Blue Sky, “I want to thank our director Tony Richardson
for giving us permission to play in rehearsal.” Or Harvey Keitel:
“When I met Scorsese, the work between us was never ‘you walk
over here and then turn around.’ It was about finding what we were
searching for in my own being.” These are not the kinds of things you
hear from actors when they get jammed through the process.

5
Jeff Young. Kazan (New Market Press: New York, 1999), 130.

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 M istake #1: D irected by A n o nym o us

On the Day
So you’ve not had the benefit of rehearsal beyond what you might
have gotten done in the auditions and callbacks, beyond what you
worked out with the actor over dinner. You’re now standing on the
set promptly at call time, 7:30 a.m.

That’s your first mistake.

You will be seized by the AD (assistant director) and frog-marched

to the DP (director of photography), who wants to know about the
first shot. You don’t know, do you? Because you haven’t rehearsed
with the actors. Then the prop man comes over to ask if you want
a ballpoint pen or a lead pencil in the scene, and the line producer
comes up with a heart-stopper: They’ve lost the next location.

When will you talk to the actors? Oops. Too late! The juggernaut is
rolling. You may have an idea of camera placement, but you really
need to pull the cast out of the makeup trailer to work it out, find the
marks, show the crew, and send the cast back to get dressed.

Oh, stop right there! Don’t ever think you don’t need the actors on set
to place the camera. I’m telling you. Even if the star sends word that
they’ll stand wherever you tell them, don’t believe it. They will screw
you. They’re not evil, they’re not out to cause a problem; it’s like the
scorpion and the frog, it’s just in their nature. When you’re all lit and
they get called to the set, they’re guaranteed to look at the mark you
set for them and say, “No, I wouldn’t stand there.” Argue with them
you will. . . and lose, you will. Now you’ll have to wait through a little
relight, a big loss of momentum, and a couple of layers of enamel
being ground off your teeth.

If you think I’m kidding, you have been warned.

Instead, get to the set early. Forty-five minutes before call ought to do
it. Go to the makeup trailer and corner sleepy actors in their chairs.
What you’ll talk about doesn’t have to start out with anything more
than a “Good morning, did you sleep okay?” kind of hello. Then look
in their eyes. What do you see? Relaxed people? Confident people?

19
 ON DIRECTING  JOHN BADHAM

Do you see frozen grimaces? Thousand-yard stares? Their eyes will

tell you all you need to know. The grimace and the “deer in the head-
lights” looks are sure signs they’re worried about the day’s work. No
matter how confident they looked on other days, today’s scene is
probably the scene that scares them. This is when you get to play
therapist, coach, and friend.

Very importantly, never neglect the day player who is there for only
one or two scenes. They are more nervous than anybody. They may
only have one line, but they are Jell-O inside. They probably don’t
know the other actors. If you got to audition with them, you at least
are a friendly face. You are their lifeline. Ask them how they see their
scenes today. Of course, they will try to do it any way you want, but
ask for their thoughts. They’ve agonized over it quite a bit and may,
just may, have something worthwhile to contribute. They are a col-
laborator, too. You cast them because they had a good handle on the
part. Take advantage of what they bring to the party. Listen to them.

“How are you feeling about the scene today?” is always a safe ques-
tion. “When you were thinking about the work last night, how did
you see playing it?” You hope their vision agrees with yours. If their
thought is different from yours, there are three possibilities:

1. It’s really interesting, and you can use it with your idea or instead
of your idea.
2. It actually is the same idea, just spoken in different words.
3. It’s a terrible idea for any number of reasons.

Whatever you do, don’t panic. Remember, this is just a discussion,

not a demand. Most of the time, it’s an idea that the actor thought of
last night or this morning and just wants to discuss. The best thing
you can do is listen with interest. You want to stay open-minded
and keep remembering the thought, “What if it’s a good idea?” At
this point, without showing any sweat, you can reply, “That’s really
interesting, I never thought of it that way before. Tell me more.”
Whether the actor’s idea is good or bad, say something like that, but
always focus the actor on the action.

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 M istake #1: D irected by A n o nym o us

Elia Kazan: What you talk about is what they want out of a
scene —why they are going into it. You keep them concentrated
on the “objective.” If you do that, at least you’ll have clarity. If you
talk about what the character is feeling, you’ll get nothing but
simulated emotion.6

Let the actor explain themself before you stupidly jump in and say,
“That’s wrong. That’ll never work.” Why? Because if you jump on
their idea without at least looking like you’re considering it, they will
get defensive. When actors get defensive, they get emotional. When
they get emotional, their egos get in the way. When their egos get in
the way, there is no talking to them. Reason has flown south, and the
chill of winter descends. You have to allow the actor time to express
themself and really hear them out before you say, “Wow, that’s so
interesting because I had thought it might play this other way. Tell
me more.” Now you hopefully have a dialogue going, a dialogue that
will lead to understanding between the two of you, not a monologue
from you, Ozymandias, all-powerful director. An understanding
that should be about trying to find the best version of what you’re
both thinking.

John Rich: On All in the Family, we’d read the

script line by line, and anybody who had a ques-
tion could speak up. Sometimes I’d say, “Does
that make sense to you?” If they said, “No, not
really,” I’d ask, “What would you say instead?”
Some writers were very upset by that. But I
got tremendous performances. When we were
staging, I never told them how or when to move on a line. “Find
your own way, I’ll help if you get tangled up.” Paying attention to
any actor’s instincts really brings out the best in them. They are so
much happier than one who’s been told to stand here, move there.

Remember, we’re talking about actors who don’t trust directors,

actors who are used to being run over roughshod by directors. You
always have to ask yourself, “What if they’re right? What if there is

6
Young, Kazan, 72.

21
 ON DIRECTING  JOHN BADHAM

something here I can use?” If an actor’s idea is harmful, you need

to search for clues about what’s really bothering them. So “Tell me
more about how you see the scene” is not just pampering them and
manipulating them through the process; it’s the therapist’s time-
tested way of getting to the bottom of the problem.

Very often, it can come down to something very minor in the scene,
like a stage direction or a wardrobe or prop choice. Even a particular
line of dialogue can throw an actor off. That’s why I love having the
writer on the set. Actors respect writers. A writer can tell the actor
the very same thing you just said, and the actor takes it positively,
whereas they may think the director is shining them on.

Isn’t it better to have this conversation privately before you get to the
set? Of course it is. It’s not a public forum. Don’t give sensitive notes
in front of other actors or crew. It’s embarrassing to the actor and
often blows up on the director. A private conversation is always less
stressful and less likely to cause a pissing contest.

Patty Jenkins: The most important thing that

I try to seek out is a few moments, whether in
person or on the phone, to sit and talk through
the script with the actors. “Here’s why I see this
happening. Here’s where I see the turn. I felt
like so-and-so would be angry here. What do
you think?” “Well, I was thinking that they are
angry, and that they’d hide it.” “Oh, very interesting.” So that you
at least are completely on the same page about what performance
you’re trying to achieve: “Okay, we agree.” So now you’re not fighting
that out on set. You’re not standing on set saying, “I think I’d walk
over here.” And if you’re arguing about a deeper-level issue, you can
sit and talk, and try to get on the same page before shooting begins.

By listening, you not only get the actors’ thoughts, but you have an
enormous relaxing effect. They get to see your face, not just on the set
amongst a horde of other faces. They get to see it up close and per-
sonal. You’re there to ask about them, not to give orders. Suggestions,
maybe, but not orders.

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 M istake #1: D irected by A n o nym o us

A while ago, I took my wife to the hospital for a procedure that,

though not a humongous deal, would scare anybody. She was no
exception. As she lay on the gurney in the pre-op room, her heart ran
a two-minute mile. Soothing words from me had little effect.

After a few minutes, the anesthesiologist came in, gowned for the
procedure. He introduced himself and paid attention to her as
though she were the only person in the world. Nothing much was said
beyond “How do you feel?” and “Do you have any questions?” and
“We’ll take good care of you.” He said he’d see her in a few minutes
and traipsed off to the operating room. The change in her breathing
and heart rate was beyond dramatic. It dropped like a stone, and a
smile returned to her face. When they wheeled her into the operating
room, she was as calm as calm could be.

Afterword: The procedure was successful, and her recovery was defi-
nitely helped by the anesthesiologist’s visit beforehand. Why would
that work when my words didn’t? Of course, the anesthesiologist’s
bedside manner helped, but what is more important was that his being
the doctor carried gigantic credibility. So too with the director. No
matter the actor’s trust level before you come to visit, it will be greater
afterward. You’ll be able to tell it right away on the set as you rehearse.

Brad Silberling: What I always make a point

of doing when I’m shooting is to get in as early
as I can and spend a little time with the cast
and just ask them questions to get to know
their characters. And of course, you learn about
what they’re going to be like as actors. You can
get a real quick sense of someone’s process by
asking a few questions about how they like to work.
For me, some of the most constructive times that I ever had to
direct the actor was at the audition, where you have a somewhat
calm place to sit and make adjustments with them and really see
what they’re like as an actor. When they show up on the set, I
could say, “Hey, do you remember the work that we were doing in
the audition? Keep going that way.” So you use your casting time

23
 ON DIRECTING  JOHN BADHAM

as directing time. I find that even happens with costume fittings.

I’ll make sure that I drop by at costume fittings so we can keep
talking about the character and the scenes. Use any moment you
can. Because otherwise, you may not get any other rehearsal time.

Failure Is Okay
A final note on this subject: Major psychological studies of people
show again and again that one of everyone’s biggest fears, by far,
is speaking in public. If you thought that this did not apply to
professional actors, you were very wrong. More than anyone, they
understand that what they do today, especially on a recorded medium
like film, video, even YouTube, is going to be around forever. For
ever. That would make anyone nervous. And sometimes, the more
someone acts, the more they understand the long-term ramifications
of what they are doing, and the more nervous they become.

This means that the director has a big job with every single actor,
every one, not only to encourage them, to make them feel comfort-
able, but to let them know that it’s okay to fail. It’s okay to screw up.
Because only with that attitude can an actor feel free to experiment,
to try new things, to go outside their comfort zone. Only in that
way can the actor let go of all the safe, proven, crutchlike solutions
that they’ve relied on for years. To do that, they need the express
permission and encouragement from the director to leap off the cliff,
knowing the director is there to catch them.

On an episode of the TV series Psych, we had an actress whose char-

acter was written to go crazy, physically berserk, writhing, screaming
in one scene. She was supposed to be so violent that Sean and Gus
couldn’t hold her down. We could tell in early rehearsals that the
actress clearly did not like having to go outside her normal, quiet
comfort zone. She was afraid of looking stupid or foolish. Even
though that big scene of her going nuts was several days away, I had
to start working harder to gain her trust. I told her several times
on several occasions that my job was to make her look as good as
possible. If she looked stupid, it would make all of us look stupid,
it would make the episode stupid. I promised her I would not allow

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 M istake #1: D irected by A n o nym o us

that to happen. If she went “over the top,” we would not use that take.
However, she needed to feel free to go over the top, knowing that I
would protect her both on the set and in the edit bay.

I told her about Jack Nicholson’s work shooting The Witches of

Eastwick, in which he played the Devil. He would do five or six or
more takes on every scene, getting bigger and bigger and more over
the top until he exhausted his choices. Then he and the director,
George Miller, would look at the work and decide what worked and
what didn’t. They both believed that exploring the role of this fan-
tastical character this way was the only way to find the right level for
the character. The terrific results speak for themselves.

On the day we shot the crucial scene in Psych, I kept encouraging

the actress to let her inhibitions go, that I would protect her from
embarrassment. The writer, who had been worried sick about her
being too bland in the scene, was standing beside me sweating bullets
as we rolled the cameras. When the scene got to the part where she
goes nuts, we all held our collective breath.

Suddenly, she let loose with a scream that even woke the Teamsters.
Her body seemed to levitate off the bed, and Sean and Gus, who were
twice her size, couldn’t hold her down.

That’s what we needed! We did it several more times from different

angles, and I praised her after every take and encouraged her to try
anything different that she felt like. By the end, she was hoarse, sore,
exhausted, sweaty, and glowing. She said she never felt so free acting
before. The writer, the producers, and USA Network were themselves
over the top in praising her work. I have to thank Mark Rydell for
his blunt advice, invaluable in this situation:

Mark Rydell: I like to tell them that it’s okay to fuck up. Fucking
up is just fine. Don’t worry about it. Just don’t come unprepared.
Don’t come not knowing anything. Other than that, you can fuck
up all you want.

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 ON DIRECTING  JOHN BADHAM

SUMMARY
1. Actors often distrust directors they don’t know. It’s the director’s
job to gain the trust of all the actors, not just Number One on
the call sheet.

2. Every actor is quite different from every other actor and has to
be treated differently. There is no one-size-fits-all solution for
working with actors. The director must adapt to what works best
for each actor.

3. Get to know your cast and crew. Learn their names before you
shoot. Showing that you care about them will encourage them
to work harder to achieve the goals of the film.

4. Directors need to be present at auditions. Otherwise, they only

learn part of what the actor can do.

5. Use auditions as mini rehearsals. Work with auditioning actors

to see what both they and the scene are capable of. Actors are
much more receptive to ideas before they get the job.

6. Often, actors who are not right for the film have terrific ideas
about the scenes. Experiment in the casting session with anyone
if inspiration strikes.

7. Encourage actors you are interested in to talk about themselves

personally. You can learn more from this than from their care-
fully crafted — and always truthful — resumés.

8. When an actor is cast, make contact ASAP, on the phone if not in

person. Tell the actor how glad you are to be working with them.

9. Ask the actor before shooting if they have questions about the
dialogue or the character, the wardrobe, their hair, anything.
Don’t wait until the day of shooting.

10. Rehearsal before shooting is an invaluable tool for ironing out

problems and finding creative approaches to the film.

11. Never stage scenes without the actors present. You will be sorry.

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 M istake #1: D irected by A n o nym o us

12. Arrive at set earlier than crew call. Begin your day in the makeup
trailer with the actors. Discuss the day’s work with them and
make sure that everyone feels comfortable. Troubleshoot now,
not on the set.

13. Keep an open mind when hearing actors’ ideas for any scene.
It’s part of building trust, as well as encouraging creativity. You
don’t have to agree to their ideas; you do have to listen openly.

14. Let actors find staging with minimal help from you. Take advan-
tage of their creative imagination.

15. Let your actors know you are looking out for them. Create an
environment where they feel safe to experiment, knowing you
will make them look good, and you will reap the benefits of won-
derful performances.

16. “It’s okay to fail” is a calming mantra for an actor. Relaxation is

a key precursor to creativity. Assure your actors you are there to
catch them if they go over or under the top.

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