Great Conversations: Barry Levinson

I interviewed Barry Levinson a few days before 9/11 regarding his heist comedy, "Bandits." Released a month later, the film's askew humor failed to draw big audiences from an American public largely still in mourning, in spite of strong critical response. Levinson proved a wonderful conversationalist during our time together: energetic, a great raconteur with a quick laugh who also wasn't afraid to put up his dukes (in a friendly way) if he disagreed with you. Our chat remains one of my favorites.


In the annals of modern filmdom, few directors have amassed the kind of body of work that Barry Levinson has, in as short of period of time. Now almost synonymous with the city of his birth, Baltimore, Maryland, Levinson made his debut on April 6, 1942. Levinson's father owned the city's first discount appliance warehouse and young Barry initially followed in dad's footsteps, selling encyclopedias and used cars while attending junior college. It was after Levinson made the move to Washington D.C. to attend American University that he discovered his true calling, enrolling in radio/TV classes on a lark.

After several more years of abortive attempts to finish his degree, Levinson packed his things and moved west, hooking up with actor Craig T. Nelson (Coach) in an improv class and forming a successful comedy duo that played clubs in and around L.A. during the late 60's and early 70's. Levinson got his first break as a writer working for the late Marty Feldman and Tim Conway, later moving to the legendary Carol Burnett Show as its leading sketch writer. Levinson and writing partner Rudy De Luca were enlisted by Mel Brooks to pen his hits Silent Movie (1976) and High Anxiety (1977, featuring Levinson in a cameo), kickstarting his career as a successful screenwriter, penning the features ...And Justice for All. (1979), Inside Moves (1980), uncredited work on Tootsie (1982), and Best Friends (1982).

...And Justice for All., a stinging satire starring Al Pacino as an earnest Baltimore attorney forced to defend a powerful judge (whom he despises) in a high-profile rape trial, earned Levinson his first Oscar nomination for Best Original Screenplay (shared with his then-wife and writing partner, Valerie Curtin). This put Levinson on Hollywood's A-list of writers and also gave him the leverage to start doing what he always wanted: direct.

Diner (1982) put Barry Levinson on the map as a filmmaker. Telling the story of a disparate group of young men coming of age in the Baltimore of the late 50's, Diner re-wrote the book on low key character study infused with a healthy dose of humor derived from real life. It also introduced a cast of stars to be: Kevin Bacon, Mickey Rourke, Tim Daly, Steve Guttenberg, Paul Reiser, Daniel Stern, and Ellen Barkin. Levinson hasn't left Hollywood's "A" list since, helming such films as the classic The Natural (1984), Young Sherlock Holmes (1985), Good Morning Vietnam (1987), Tin Men (1987), the Oscar-sweeper Rain Man (1987) for which Levinson copped a Best Director statuette, Avalon (1990), Bugsy (1991), Disclosure (1994), Sleepers (1996), Wag the Dog (1997), Liberty Heights (1999), and An Everlasting Piece (2000).

Levinson's latest is another gem of understated comic charm. Bandits tells the tale of the country's most wanted bank robbers (Bruce Willis and Billy Bob Thornton) and their serpentine odyssey across the country with a dizzy housewife (Cate Blanchett) in tow who captures both their hearts. Barry Levinson spoke to us recently to spin his own story of cinematic success and innovation.

Tell us about the genesis of Bandits.

Barry Levinson: Well, it's funny. I was sent the script, and turned it down initially, twice. Then one day I suddenly got an idea of how it could work for me and decided to get involved with it, and try to make the film more in line with my own sensibilities.

At what point did Bruce Willis and Billy Bob become involved?

Well Bruce had been kind of intrigued by it early on, and then I called Bruce when I became interested. We discussed our thoughts, what changes we thought should have been made, things like that. So Bruce came on board, then I had a similar conversation with Billy Bob not long after that, and he came on board, and then I spoke with Cate when she was working on, I think, The Gift (co-written by Billy Bob Thornton). We met in person later on in Santa Monica and decided to come on board at that point. The pieces just sort of fell into place. It's nice when that happens, because it's so rare.

All three of your leads really show new sides of themselves in this.

Good, I thought so, too. Obviously each one of them is very different and have their own distinctive personas and ways of working. Bruce and Billy Bob really played off each other beautifully, and are both very good at just sort of letting things happen. And of course, both were very excited to work with Cate, and when the four of us would sort of play around with some of the scenes, some great things would happen.

Do you rehearse before you shoot?

No, I don't like to really rehearse. I've always felt that you can rehearse something to death, and then it gets stale. I like to talk about things before we do them. For stage, it's a whole other thing. For me, it's more like, let's get familiar with what we're going to do, then go from there.

Do you believe in leaving actors alone generally once the cameras are rolling?

Basically. I've always felt that you have to work within certain boundaries. Within those boundaries I want to create a kind of controlled freedom, you might say. I might come over, mention a little thing here and there, make an adjustment, and then take it from there. I don't like to be all over everybody because I feel that inhibits the creative process for an actor. If things are going well, there's no point in doing a lot of talking when things are working.

Bandits has a tremendous sense of fun throughout. Was it that way on the set?

It was overall. We were always traveling, always moving, so physically it wasn't always the easiest shoot, but we were able to find and play around with a lot of things, to explore the boundaries to see if there's any new moments to be had, and they were always up for that.

Let's talk about your background. I think all of your fans feel they know you a little bit through your "Baltimore" series of films (Diner, Tin Men, Avalon, Liberty Heights). Let's start with Avalon. Was it pretty much a straight autobiography?

It was very close. I never really thought about being a filmmaker growing up there. I mean, at that time in Baltimore, to think about directing movies would be like thinking about going to the moon one day, it just wasn't within the realm of possibility. What happened was, I got involved with radio and television in college just by avoidance! I thought, 'How hard can a course in radio/TV be?' (laughs) So initially I was looking for an easy way out, then found I really liked radio and television, which evolved to working at local stations, then to me moving out west to study acting, which led to improvisational work, which led to writing.

Your comedy partner was Craig T. Nelson (Coach). You guys seem like an unlikely duo in hindsight.

Yeah, we were in acting school together for two years, then we played clubs and wrote for television for a while, so we worked as a team for about three years total, I guess. It's funny because Craig really wanted to be an actor. I didn't know what I wanted to do, but I knew that I didn't want to act. When we were in improv class, we always got a lot of laughs, just goofing off, so we said 'Hey, why don't we play some clubs and make some money?' (laughs) So we actually got hired to play some clubs.

From there you got hired to write for Tim Conway's variety show.

Right, along with Rudy De Luca. We wrote for time and played a place called the Icehouse in Pasadena a lot. Ultimately, Craig wanted to focus on his acting, and I began to get involved with writing screenplays.

Tell us about Marty Feldman, for whom you also wrote during the early 70's.

Oh, Marty was fantastic. He was a great guy. I was pretty new to the business at that point. Larry Gelbart was the head writer/producer. He brought me over with Rudy De Luca to write sketches for Marty. Marty was really cool, had an offbeat sense of humor, and we wrote these really strange sketches, so it was a perfect collaboration and a great period of time.

Was Gelbart a mentor for you?

You know what was funny? We used to bring him a sketch. And he'd look it over, say "Yeah, okay, this is good. It could use a little of this here, and that there," and he would say everything we needed to make that sketch go from good to great in about seven seconds, that's how quick he is. As young kids in the business, our impression then was 'Wow, these producer/writers really know their stuff!' (laughs) When I worked for other people after that, nobody was close to Larry. There's nobody like Larry, and there never will be.

After that you got involved with Mel Brooks.

It's funny when you look back on it, all my mentors were former disciples themselves: of Sid Caesar! We got involved with Mel Brooks because the head writer/producer of the Tim Conway show, a guy named Ron Clark, had this idea to do a contemporary silent movie. At this point I was writing for Carol Burnett. This producer said "I'm going to pitch this idea to Mel, and if he likes it, you guys would be perfect to work on the script." And we go "Okay, sure!" Afterwards, we said 'What're the odds that he's going to get a meeting with Mel, that Mel will say "yes," and we'll be the writers?" Literally at 3:00, Ron calls us and says "Mel loves the idea, wants to meet you guys tomorrow!" We said "Really?!" (laughs) So we met with him the next day, and got to work on Silent Movie.

What's Mel like to work with?

He's a zany guy who's very serious about his work. Again, it was a great apprenticeship for me because I got to work with Mel as a writer, then I got to be around when he was shooting it, then later on when he was editing, through every phase of it. The same was true with High Anxiety. So for those two films, I was involved with all the aspects of it. That was a great introduction the film business for me. Even though my sensibilities would be different, that learning period was very, very helpful. Mel was actually the one who encouraged me to write Diner, after I told him all the stories about the guys there.

Let's back up and talk about Carol Burnett. That was the one show, pre-Saturday Night Live, that really shaped my generation's sense of humor.

It was great because most of the shows at that time had people reading cue cards, and it's really hard to get a rhythm going reading cue cards. Carol and the rest of the cast used to really work it and they performed it when it went in front of the studio audience. So, as a writer, you got a chance to see you work really played out. Then you could see where your mistakes were, and how they could get hold of something and take it to another level. It was a very well-run show. We used to do a lot of the Tim Conway stuff, like the old man sketches. We had a lot of fun.

The movie that changed everything for you was Diner. Tell us about your seagway into directing and how this story, which had obviously been gestating for some time, grew into what it was.

What happens is, sometimes you write a screenplay and you say 'I want to direct this, because it will be inexpensive to make.' And then every once in a while, a door opens up at the studio where you can sneak in. It happens every so often. We got to sneak through a door with this little film that nobody really paid any attention to.

So the brass left you alone during the shoot.

Yeah, it was really cheap to make, $5 million, and was eclipsed by all these other huge films that (MGM) was working on, initially.

You also discovered the greatest cast of young actors since American Graffiti (1973).

That's what happens sometimes with a film like that where you have a young cast, you get to dip from this incredible pool of emerging talent. Ellen Barkin was the first and only person I read for the girl. The minute she came in, I knew she was the one. I thought 'Hey, casting is easy!' (laughs) Then I read literally hundreds and hundreds for the guys.

What was the transition like from working writer to famous filmmaker?

I think with Diner I went through all the stages one can go through with a movie: I made the movie the way I wanted to make it. The studio hated it, barely released it, then pulled it. So I felt basically like a bum. It was like "You did this terrible film. It's unreleasable. You'll never work again in this business!" (laughs) Then within six weeks, the movie gets rediscovered and it's this highly-praised film. Then all of the sudden, "You're terrific!" So I got to see both extremes in a very short time. It was a real lesson.

There was actually a short-lived TV spin-off of Diner, right?

Not a series, just a pilot. They thought it wasn't compatible with the current programming line-up they had. You remember who was in the cast: Paul Reiser, James Spader, Michael Madsen, Robert Pastorelli and I'm forgetting somebody. We had a great cast for that too, but CBS thought otherwise.

Your next film, The Natural, is one of the most beloved films of all time. It's still the only film to capture why it is we all love sports so much: because of the mythic qualities that surround the games and their players.

When people talk about baseball games, or "a game," and it gets told over and over, it becomes bigger and more magnified. That's the way we tried to approach The Natural: a story that keeps being retold until it reaches mythological status. And baseball itself, if you watch it without understanding the past, it's a different game, because when the pitcher is about to pitch, it's not just about that particular game. It's about how that pitcher's been pitching, how that batter's been hitting, what's the history between the two teams, it's all adding to that moment. So when you blend those two things, that's what we tried to do in The Natural. At the time, people thought it was really unusual, plus with Randy Newman's score with that great Americana sound, all those elements were pretty new at the time. The reviews were mixed at the time it came out, but now I think people seem to get it for the most part.

Your films have always seemed to me to have much more a European sensibility than American. Who are some of your biggest influences?

I can't think of anyone specifically. I can talk about the people I like. Probably the earliest influence I had was Elia Kazan. I remember as a kid thinking that there was something going on with these actors in On the Waterfront, that I'd never seen before. I saw a lot of Bergman movies when I got older and very foolishly thought I understood everything that was going on (laughs), and thought it was really fascinating. I would also say Godard, in terms of Breathless (1958) and a couple films around that time that he did were really interesting in the way he turned American pop culture on its side. I always liked Fellini because he created this reality that was an invention, that's what always intrigued me about his work.

Young Sherlock Holmes was an interesting departure for you.

I loved the idea of being able to do a Victorian type of film, and also loved the idea of how flamboyantly wild it could be. At that time, it was very unusual to have special effects in that kind of film. I thought it was interesting storytelling. There's a point where you do have to expose yourself to all kinds of filmmaking and I wanted to force myself to work in the special effects area. The scene with the stained glass was the beginning of CGI effects that are now standard in films.

Is it a different experience directing your own scripts as opposed to someone else's?

To a degree. Obviously the stuff I write is a lot more personal, therefore I have an understanding of it already, whereas when you direct someone else's material, you have to learn that understanding so it's second nature to you. You've got to really know it in your bones what you're up to so you can react at any given moment and change, and fix anything at that given moment.

Let's talk about Rain Man, another very unusual film.

Well, I wanted to show a way to deal with issues regarding family, even though there are a million ways to deal with those issues. I also didn't want to treat the subject of autism in such a serious, reverential way as you would in a TV movie. I thought we needed at times to laugh at it in the context of what was happening, which would give us the audience greater empathy for it in the end, instead of being so serious about it all. Then when certain things happen, they're even more frightening, like the scene when the smoke alarm goes off. So I knew that we had to find that kind of freedom and not have the feeling that we were making something "important."

This is the first film you did with Dustin Hoffman, who's become your most frequent collaborator in terms of actors.

I have a great time working with Dustin, as I did with Tom, although we haven't worked together since then, which I hope will change. One of the things that happened with Rain Man was a combination of elements, one of which was I got involved in the script very late, and then the Writer's Guild strike happened right when we were going off to shoot. I worked with Ron Bass up to the point when we discussed why they would drive to California. I brought up the point of why wouldn't they just fly back instead of driving all the way cross-country. I mean, who the hell does that anymore, right? (laughs) So we decided to give him another phobia, fear of flying, and I happened to know the fact that Quantas Airlines had never had a crash. So we worked all that into the scene, and that was the final scene he worked on before the strike commenced. So we went off to film and had a lot of open issues, which we basically handled as we went along on the road, and made up a lot of stuff!

Like what?

The accident on the highway, which explains why (Dustin Hoffman) won't go on an interstate anymore. I said 'I'm tired of all these highways. They all look the same.' So we invented that scene to get them on the back roads. The whole thing with K-Mart we did ("K-Mart sucks") about underwear and things, not leaving the motel because it's raining outside, all those kinds of things began to filter their way into the film as we went along.

What was it like winning the Oscar?

It's sort of an unreal experience, really. Like I said, I never had this ambition to be a director as a kid, so the idea that I'd grow up and one day win an Oscar wasn't even in my mind. Certainly when I did the movie, it wasn't in my mind, either. Even when the movie opened, we didn't do big business that first weekend. It gained momentum through word-of-mouth that, unfortunately, doesn't always apply to movies nowadays. Now you have to have that $100 million opening weekend or you're done for.

Your approach to Bugsy was interesting because you didn't approach it as a gangster picture, but as a love story. What did you learn about Bugsy Seigel and his world?

I think the line in the ad campaign summed it all up: "Glamour was his disguise." That was how we shot it as well, and this made him acceptable to people as a person even though ultimately he was a really sick human being. Warren was great to work with. Annette was just beginning to break out as an actress around then. She seemed to be a good match for Warren with her sexiness, intelligence and strength. Who knew that would lead to marriage? (laughs)

Did you get to know the late, great Bill Graham (who played mob boss Lucky Luciano) at all during the shoot?
A little bit. Remember the mamba bit he did in the film? We were talking one day and he told me how much he loved that kind of music and how he loved to dance to it. So that's how in the movie, Lucky Luciano is dancing the mamba while Bugsy is kicking hell out of Joe Adonis. Bill was a fascinating character. We just had him to talk one day, and he told us that originally he wanted to be an actor. When that didn't work out, that's when he began his career as a concert promoter.

Sleepers was an amazing film, and another departure for you in terms of style and subject matter.

Yeah, it had a completely different look to it. We caught a lot of flack from certain camps about whether it was true or not, particularly from the religious right. It was because the character of the priest (played by Robert de Niro) lied on the stand at the trial, without understanding what the issues were that he was lying about! Just the thought that we'd show a priest lying under oath was abhorrent to them, and we got a ton of hate mail for it. Most of the people who attacked the film, of course, hadn't even seen it, otherwise they would have seen that the priest was one of the most sympathetic characters in the film. He tried to protect these boys and fought for them and believed in them, and was an extremely nurturing human being. So, God knows how it all got turned around and swept up in this controversy, but it did. But on a positive note, it was a very interesting shoot and it was great to work with those actors: Dustin again, De Niro, Brad Pitt, Kevin Bacon.

What was Vittorio Gassman (who played the mob boss) like?

Oh, just wonderful! I had been a huge fan of his going all the way back to Big Deal on Madonna Street (1958). He wasn't really well at the time, but I was thrilled when he agreed to do it. He was a real old school gentleman, a real kick to be around.

Wag the Dog turned into one of the most prophetic films of all time.

The irony of that, right? (laughs) It was bizarre. We had great reviews everywhere except from the Washington Post. It said I was naive, stupid, that I didn't know any better, what a far-fetched piece of junk. Even the title was stupid! (laughs) I couldn't have been raked over the coals any worse! Then two weeks later, the President and Monica, and she was wearing a beret, "Wag the dog" is being used as part of the vernacular for press manipulation. The transition amused me to no end. We shot this thing in 29 days for very little money with the idea that it would be this little, independent movie. Who knew? (laughs)

Liberty Heights, I think, is your greatest film and was unjustly overlooked by Oscar. Let's talk about the quartet of Baltimore films, and what it's like writing a personal film. Is it possible to retain objectivity?

I'm not sure. All you know is what does it sound like, feel like and look like to you. That's the only thing you can really go by. Whether it's objective or subjective, I'm not really sure. I tried to be honest with Liberty Heights and wanted to deal with those issues that we addressed not in a singularly dramatic manner, but to let some the humor come out in the absurdity of the way we deal with one another. That was my objective, really. When I think about the things that went on with anti-Semitism or racism, I remember so many things that went on, that I heard or observed with such astounding naiveté, or downright stupidity as opposed to hatred or real bigotry. We've seen those movies handled before. I wanted to show the other side of that, which really boiled down to a lack of understanding between people. It's crazy when you think that relatively recently, Jews and blacks couldn't swim in certain public pools, that blacks couldn't go to school with whites until 1954. And we really thought that we lived in a democracy then! Things changed very quickly and suddenly.

Are there going to be anymore Baltimore films?

I'd like to, but I don't really know how to approach it anymore. I can't go down the road of putting my heart into making those films and then having the studio just sort of toss them away.

Liberty Heights and An Everlasting Piece were both just sort of dumped by their respective studios, which shocked me, because I would think that those would be the kinds of films that the studios would market as Oscar contenders, especially Liberty Heights.

You have to nurture those kinds of movies. Miramax and Harvey Weinstein really nurtures those kinds of movies. But if you don't have someone who's basically willing to stand up and take a position, you can get lost in the crowd. We came out, had really good reviews, but the studio didn't stand behind them in a way that was necessary. There are no real villains here, ultimately, because they were the sorts of films that shouldn't have been made at a studio. Terry Semel, who okayed Liberty Heights, wanted to prove that Warners could go down that road and do that kind of film as well as Miramax. Terry wound up leaving before the film came out and Warner Bros. didn't have the tools at that time to do it correctly. So I don't think I'd ever do another one like that unless I got some kind of guarantee that the same thing wouldn't happen, because I don't know if I could handle that again. With An Everlasting Piece, it was even worse. Most people in the business I know didn't even know the movie existed. It was out for a week and then pulled. You can't release a movie at Christmas time unless you're really willing to do a selling job. We didn't even have ads for the first week when we got really good reviews! My wife went into the city to try and see it and couldn't find it anywhere!

Any advice for first-time directors?

Somebody once told me the best advice was "Don't stand up too much." (laughs) I think what you need to do is be prepared for how exhausting an experience it is, so you never get to a point that you're too tired to not want to do something that you need to do. Because what can happen is, you can get so tired that you'll go "Oh fuck it, let's not do that." The second you do that, you begin to compromise your movie. That's all I know. (laughs)