Nichols had always viewed Hollywood with a measure of amused snobbery. He often said that the first spoken line in The Graduate—“Ladies and gentlemen, we’re about to begin our descent into Los Angeles”—was an intentional encapsulation of its entire theme. To him, L.A. was an oasis of tacky luxury and seductive schlock, a fun place to parachute into for a variety show appearance or a nightclub performance, but only if you left before it started to nibble away at your values. This trip was different; he was there to learn. “I’m more anxious to do films than anything else,” he said. “Movies are the best things we have, part of everybody’s experience—something you can really share with others.” Like a lot of young film buffs, he had little use for the bloated spectacles that the studios were then manufacturing as a bulwark against the popularity of television and felt that the most exciting new work was coming from overseas. “There are movie directors whose toes I couldn’t touch in a million years,” he said. “Truffaut! Fellini! It’s mysterious. They’re always reaching for something new.”
He arrived in California intending to start a new career, at a moment when the industry’s caution about outsiders was just beginning to give way to a hunger for newcomers. Although he was welcomed, he knew, he said, that “if I foul up on the first movie, they’ll send me right back.” He wasn’t embarrassed to ask for guidance, and he got plenty: Veteran filmmakers, most of whom in 1965 were no more excited about current studio product than he was, were eager to meet the upstart from New York whose stage work they had heard so much about, the kid who had gotten a top-tier assignment that everyone thought would go to an eminence like Fred Zinnemann. The actor Norman Lloyd was told by his friend Adolph Green that Nichols felt “fully in control of what he wanted to do with the story [in Virginia Woolf], but not of technique.” Lloyd responded by setting up a lunch for Nichols with the revered master Jean Renoir, who was then seventy and all but retired. “Don’t worry about the technical stuff,” Renoir advised. “Stick with the story and the actors—the cameraman will take care of all the rest.” “He told Mike how to get through it without committing suicide,” says Lloyd.
Billy Wilder reached out to Nichols and invited him to lunch with Joseph L. Mankiewicz and Otto Preminger. Together, the three directors schooled him on everything from the artistic to the strategic to the mundane. Wilder was especially generous with his time. “He was my mentor,” Nichols said. “When I got to California, I was worried about what to wear on the set. He said, ‘Go with windbreakers and blue jeans.’ Then I got into ‘What is a camera?’” Wilder also gave him a piece of advice about how to allow a narrative adequate space to unfold onscreen, telling him, “Don’t forget to leave some string for the pearls.” Nichols never forgot it. “It was the most useful thing anyone ever said to me. He meant, connect your masterpiece scenes—tell the fucking story!”
Nichols also met with a filmmaker his own age—Norman Jewison, an affable Canadian who had directed him and May in the quiz-show-scandal sketch for The Fabulous Fifties several years earlier and had since become a successful director. Jewison was several months from starting production on The Russians Are Coming! The Russians Are Coming! and had questions for Nichols about Alan Arkin, whom he wanted to star in the comedy once his Luv contract was up. After they compared notes, Nichols mentioned that he was making lists of actors who might play the young biology professor Nick and his alcoholic wife, Honey, the other two roles in Who’s Afraid of Virginia Woolf? Jewison suggested that he ask Haskell Wexler, a cinematographer who had a gritty, non-Hollywood visual aesthetic and had recently shot America America for Elia Kazan, to film screen tests and possibly be the movie’s director of photography.
Just how much sway Nichols would have in choosing the creative team for Virginia Woolf was very much in doubt. Early on, he realized that he would be up against both Jack Warner, the aging autocrat who had cofounded the studio forty years earlier, and Ernest Lehman, whom he handled with wary respect in their first meetings but soon came to regard as a kind of surrogate studio executive. (Nichols later referred to him as “the writer-producer who was neither producer nor writer.”) In addition, Virginia Woolf presented formidable content problems. The Production Code Administration, the industry board that had governed the content of all studio movies for decades, had been on alert ever since Warner Bros. purchased the play. Albee’s profane, scabrous language had been a jolt even to sophisticated theater audiences; in mainstream movies, the words his characters tossed around so casually had never been heard. In a memo to the studio, a PCA representative had annotated the playscript and, starting with “Jesus H. Christ,” on page 1, flagged every “goddamn,” “angel tits,” “son of a bitch,” and “hump the hostess” as unacceptable. And any off-color language that the Code could be persuaded to let slip would surely run afoul of its religious counterpart, the National Catholic Office for Motion Pictures (long known as the Legion of Decency). A rating of “condemned” from the Church or the denial of a seal of approval from the Code would render a movie version of Virginia Woolf unplayable for most theater chains and unreleasable in many cities. Nichols encouraged Lehman to stand firm and defend every epithet but noticed that he was dutifully changing “you bastard” to “you lousy . . .” and doubted he was up to the fight.
One last meeting remained on his schedule: an evening with Ross Hunter, his Public Eye producer. Nichols suspected they would be a poor match, and when Hunter proudly told him of his insistence that not a speck of dirt appear in his movies, he barely knew how to respond. Hunter had set up a screening of Jewison’s latest picture, the Doris Day–Rock Hudson comedy Send Me No Flowers, one of Day’s few films in recent years to have been made without Hunter’s detail-and-decor-oriented supervision. The two men sat and watched in silence. When the lights came up, Hunter said, “As a producer, I was very offended by it.” Nichols replied, “I don’t understand, completely.” Hunter said, “Well, as a producer, I wanted to rush up to the screen and just rip every bow off her dress.”
“I thought, This is a gag. They’re kidding me. I can’t possibly work with this guy,” Nichols said. He calmly returned to his hotel, called his agent, Robert Lantz, and told him to get him out of his contract. “I mean, it would be terrible. It would be hopeless,” he said. “I knew I would kill him.” Lantz did his job—“There was something unpleasant, a deal in which I owed Universal a movie, one of those things that studios do and then never collect on,” Nichols said. “And I think it cost me money, too. But anyway, it was over.” He flew back to New York, relieved.
Nichols barely had a moment to relax before beginning work on The Odd Couple, which had its first rehearsal on December 28, 1964. Neil Simon had sold him on the inherent comedy of a mismatched pair of middle-aged divorced men in New York City becoming roommates. (His pitch: “They start to treat each other the way they treated their wives.”) He had also sold Walter Matthau, who read the script and told his wife he thought it could run for ten years. Matthau was an inveterate and heedless gambler who swung between fortune and serious debt; to him, the play felt like such a sure bet that he told Simon he would invest as well as star—but rather than play the disheveled, ill-tempered Oscar Madison, he wanted to stretch himself by taking on the tidy, neurotic Felix Ungar. “Walter, do me a favor,” said Simon. “Act in someone else’s play. Do Oscar in mine.” For Felix, Simon and Saint-Subber had recruited Art Carney, who had turned to Broadway after a run on television in The Honeymooners that had won him three Emmys.
As had been the case with Barefoot in the Park, Simon had gotten off to a roaring start without figuring out how to resolve his premise. The Odd Couple’s first act—built around a raucous poker game interrupted by the arrival of Felix, whose wife has just kicked him out—was full of laughs, as was its second, which focused on Felix and Oscar’s double date with their British neighbors, the Pigeon sisters. But even after several drafts of the third act, Simon hadn’t yet found the play’s comic boiling point. Nichols assured him he had time; they would try out The Odd Couple in Delaware, Boston, and Washington, D.C., before reaching Broadway. That gave Simon almost three months, and he was already rewriting so compulsively that Nichols had to tell him to slow down and at least let the actors try his new material before he decided it wasn’t good enough.
At a party on the eve of the first rehearsal, Simon told Nichols he was worried that the play wasn’t ready. Nichols, by now accustomed to his forecasts of apocalypse, told him to postpone any judgments until the next morning’s read-through.
The Odd Couple was the first play on which Nichols worked with two well-established stars. Carney, who was struggling mightily with alcoholism and his own failing marriage, was a bundle of nerves. Matthau was grouchy, resentful, and certain he knew best about everything. They were perfectly cast. “Art Carney was a saint,” said Nichols. “Walter Matthau was not a nice man.” When Simon and Nichols gathered their cast of eight to read the play aloud, the first two acts went smoothly. The third, according to Simon, was “unimaginably bad.” He and Nichols exchanged glances as “the room grew strangely quiet . . . now we knew where the trouble was.”
Matthau announced that the play was “god-awful” and said he was thinking of quitting. Nichols, in no apparent distress, told the ensemble that it “just needed a little tinkering” and suggested that, rather than read the whole thing a second time, they break for lunch, come back, and start working on the first scene. “What do we do?” Simon asked him once the actors had left. “Well, I’m going out to lunch,” Nichols said. “You go home and write a new third act.”
While Simon wrestled with the ending, Nichols dove into one of the greatest challenges of his career as a theater director: figuring out how to turn a group of men sitting around a table playing poker—one of the most unphysical and inherently untheatrical group activities imaginable—into a tour de force that could carry most of the first act. “One of the things he said that was very valuable was ‘At moments when Felix and Oscar are arguing, I don’t want the audience to think you’ve stopped talking to each other at the poker table,’” says Paul Dooley, who understudied Felix and played one of the poker players as well. “‘I want them to feel a real game is going on, so deal the cards, and put your bets in, and keep it real.’” The scene became an obsession for Nichols, who, at that point in his young directing career, enjoyed having technical problems to solve—he filled it with gestures, grimaces, and muttering, added and then removed a baseball game playing on TV in the background, layered in jibes, comebacks, and cross talk, phones and doorbells, the lighting of cigars, the making of sandwiches, and the spilling and spraying of beers until he had turned Simon’s scene into a hilarious group character study and an intimate portrait of a male ritual. As they refined the scene, he spent half the time on his feet, often running to whisper a note into an actor’s ear. When Carney entered, Nichols told him a version of what he had told his Barefoot in the Park stars: “I don’t want you to think about playing jokes, enhancing jokes, finding something which might be a joke and trying to make it as good as you think it should be,” he said. “If there are any jokes, it’s because of Neil Simon, and they’ll take care of themselves. They don’t need you to push. Just play it.”
The stakes were high; Nichols himself was so sure of the upside that, for the first time, he had put his own money into a play. And Simon still couldn’t find an ending. Two weeks into rehearsal, he returned, triumphantly brandishing a fresh draft of the last act. It was even worse than before. “Go home and try anything,” Nichols told him. “Try something bad, who knows, it might be good. Something will come. And we have those three and a half hours on the train to Wilmington to talk.”
Just before The Odd Couple began its Delaware tryout, Nichols took a brief break and went with Steinem to Washington, D.C., for the inauguration of Lyndon Johnson; he and May had agreed to perform at one of the parties. The increasing demands on his professional life had left him with little free time, and his relationship with Steinem had become strained. In Washington, things only got worse. She and Nichols were staying in the same room; when she tried to order food and gave her last name, the operator insisted that she couldn’t have anything delivered to Nichols’s suite unless she was his wife. Steinem finally had to state that she was, in fact, “Mrs. Nichols” in order to get lunch. When the room service waiter arrived, he smirked at her and said, “Congratulations.” It was too much, too shaming. Nichols, who was separated from Margot Callas but not divorced, was already being urged by friends to propose to Steinem; she was not interested in marrying. She felt she and Nichols should break up, but rather than confront him, she started seeing other men. “I somehow began to go out with another friend without being honest about it, and was not truthful,” she says. “I regretted that.”
Nichols worked with Simon on the train to Delaware, read yet another version of Act III, and said, “I like it. It’s not there yet . . . but it’s better than what we have now.” Simon assumed that they would wait until they got to Boston to try performing it. Nichols surprised him by gathering the cast in Wilmington and telling them he wanted the new material in right away. “Why do a bad third act well when we can do a good third act badly?” he said. “It’ll get better each night.”
In rehearsals, Matthau had mostly behaved himself, despite grumbling to Louis Zorich, his understudy, that “there were so many changes that at any given time, with the wrong cue I would have been in Macbeth.” But now, about to perform the play before its first audience, he blew up. “I’ve never been unprepared in my life and I’m not going to start now,” he said. Nichols was amiable but wouldn’t budge. “All right, you bastard,” Matthau eventually conceded. “I’ll go out there and make a fool of myself. But at the curtain call, I’m going to say to the audience, I did my best. Blame this shit on Nichols and Simon.”
For the first time, Nichols began to betray some stress. Briefly, he wondered if the poker game—The Odd Couple’s one surefire sequence—belonged in the play at all. And he seemed uncharacteristically embarrassed by a scene in which Matthau was onstage without his pants. “Mike was in some ways a very conventional guy,” says Ann Roth, his longtime costume designer. “I put Walter in undershorts in Wilmington, and Gloria Steinem was sitting there, and I think he thought, Why is this man in underwear in front of my guests? He wasn’t as relaxed as he got to be.”
The new third act still wasn’t right, but audiences clearly liked what they saw well enough that Matthau could keep his curtain-call speech in his pocket and the creative team could exhale. “The play had a different ending every night,” said Nichols. “Neil Simon and I, that was the most fun we had.”
Carney, who had approached his role studiously and with a great deal of anxiety, began to relax once he knew it was working. Matthau, however, started to chase laughs. “For twenty-five years I’ve been a serious actor,” he said. “Now I want to be a popular actor.” Nichols had never before directed a performer who didn’t give a damn about his purported genius or the writer’s wishes; Matthau was going to do things his own way and would stop at nothing to get the audience on his side. One flashpoint was a scene in which Simon had written the stage direction “Oscar looks to heaven” in exasperation before saying about Felix, “Why doesn’t he hear me? I know I’m talking. I recognize my voice.” In Boston, Matthau decided it would be funnier to deliver the line to a lady in the second row. During the notes session that takes place after every preview of a play, Nichols said, “Walter, don’t do that. Sure, you get a bigger laugh than you would have gotten, because you’ve broken the fourth wall. But unless the play is full of moments where we break the fourth wall, one time looks really odd, and it takes ten minutes to get the audience back.” Matthau nodded, then did it again the next night. Nichols gave him the same note. Matthau glared at him and said, “Well, maybe I’m just not a good enough actor to resist doing that.”
“He never stopped,” says Dooley, “all the way up to the opening in New York. He never listened to what Mike said, but he had a lot of bullshit answers. I must have heard Mike give the note ten times, until it finally became ‘Oh, and Walter: No.’ It was Mike’s way of telling him, ‘I haven’t forgotten this point, and you haven’t exactly won.’ But Matthau did win. He was saying, in effect, ‘Look, I’m gonna do this, I’m the star of the show, and once this thing is on Broadway, you’ll be leaving.’”
In Boston, almost by accident, Simon came up with what may have been the single best-received joke in his entire body of work, a moment that went halfway to solving the third act. During the climactic fight that results in Felix’s departure, he had Oscar say, “You leave me little notes on my pillow! I told you a hundred times, I can’t stand little notes on my pillow. ‘We’re all out of cornflakes. F.U.’ . . . It took me three hours to figure out F.U. was Felix Ungar.” The laugh the almost dirty line got from a customarily prim Boston audience the first night was so long that even Matthau, who was used to milking every moment, had nothing to do but stand there until it died down.
It was a critic who gave Simon the third-act fix that The Odd Couple needed. In the Boston Record American, Elliot Norton raved about much of the play, and about Nichols’s work as a “cunning manipulator who makes every situation pay off at its comic maximum.” But Norton also wrote that “in the third [act] it runs down and out despite the . . . stunning performances of Walter Matthau and Art Carney,” a verdict shared by most out-of-town reviewers. In the version of The Odd Couple the Boston critics saw, Oscar takes in Felix, kicks him out, realizes he wants him back, and reconciles with him so that at the end Felix can leave on his own terms. It imbalanced the play, which became about Oscar’s dilemma, not Felix’s—and Norton, who was not averse to giving a playwright or director a note or two, had a private suggestion: He told Simon and Nichols to bring back the Pigeon sisters, the ladies down the hall who had witnessed Felix fall apart just before their blind date in Act II. The idea clicked for Simon right away—“A lightbulb did not go on above my head,” he wrote. “It was a two-mile-long neon sign.” Felix would get his own happy ending by moving in with the sisters, and Oscar would return to his normal life a slightly better man thanks to his ex-roommate. “Let’s play poker!” he barks at his friends in the play’s last line, then adds, “And watch your cigarettes, will you? This is my house, not a pig sty.”
With a viable third act finally in place, and the cast getting through it with increasing confidence, The Odd Couple sailed through its Washington, D.C., tryout and into New York. But Matthau wasn’t done causing chaos. He would throw off the poker players by muttering during their lines. When Nichols cut a moment Matthau liked, he snapped, “Mike, you’re emasculating me. Can I have my balls back now?” (“Props!” Nichols yelled in response.) And Matthau saved a special punishment for his insecure costar just before the Broadway opening. “I was restaging something, just a little something, and I said, ‘Art, I like it when you come downstage and do this,’ and Matthau said, ‘Mike, don’t you think Art is a little faggy when he does that?’” Nichols recalled. “And I [thought], Thanks for fucking up our opening night. That was his approach.”
The Odd Couple opened at the Plymouth Theatre, next door to Luv, on March 10, 1965. Barefoot in the Park was still riding high well into its second year, and The Knack hit its first anniversary with no signs of slowing. Nichols had his fourth hit in eighteen months. The poker game was hailed as a master class in staging—Walter Kerr wrote that the Moscow Art Theater, then in New York, could learn a lot from its specificity and verisimilitude—and, as Nichols suspected he would, Matthau had unsettled Carney just enough to walk off with the reviews. (The play would win Matthau his second Tony; Carney would not be nominated.)
Most of the notices hailed Nichols as “a sorcerer, a wizard, a prestidigitator.” But a few sounded a note of skepticism about patterns they had started to notice. “All of Nichols’s trademarks are on exhibition: if a can of beer is opened, it is sure to spritz everybody in sight; if spaghetti appears, it will inevitably wind up on the wall; if someone has to cross a crowded room, the funniest distance between two points is always a straight line—over furniture, laps, and other actors’ lines. What Nichols . . . does with great skill is keep his performers’ timing at the most precise pitch,” but ultimately, Newsweek’s review argued, he “imparts muscle to what he touches, but not soul.”
To some degree, Nichols may have shared that dissenting assessment. It had been a frantic and pressured two years, and his face-offs with Matthau had made The Odd Couple a markedly less pleasant experience than the three plays preceding it. Although he was full of compliments for his stars in the interviews he did, when a reporter told him that Matthau had announced his intention to trade parts with Carney, he no longer bothered to hide his impatience. “It is a bad idea,” he said. “I thought it was a bad idea the first time he broached it, I will continue to think it is a bad idea, and by no means will I allow them to switch roles next year.”
Nichols’s depression started to loom again, as it sometimes did at moments of respite, and became more and more public. “I’m bored in the theater, at other people’s plays and my own,” he told Newsweek soon after the opening. And to the Times of London: “Why is my pleasure gone?” He said he felt numb. “Here I am with plays on Broadway and money and an apartment,” he told Steinem. “Why don’t I feel anything? Maybe I should throw it all away, turn my back on it.” Her tart reply: “You know, all this bitching you do . . . is just a safety valve that allows you to keep doing it. You don’t have to throw it away. You just have to keep doing things that scare you.”
Nichols had a chance to test that premise soon after The Odd Couple opened, when May called him and told him they should go to Alabama to perform for the civil rights protesters who were marching from Selma to the state capital in Montgomery. The marches had been going on for two weeks, and the brutality with which state troopers and local racist militia had reacted was filling national newscasts. Nichols had been scheduled to leave for Hollywood to start preproduction on Who’s Afraid of Virginia Woolf? He called Ernest Lehman, who warned him to stay away from political controversy.
May didn’t ask for much, but when she did, she meant business. “I said to Elaine, ‘He won’t let me.’ And she said, ‘You’re going.’ So I had to go,” said Nichols. “Mike was aware of the violence, and he was a bit concerned,” says Steinem. “But I remember him deciding to go.”
In Alabama, Nichols, May, and the other celebrities who had traveled from New York and Los Angeles—Sammy Davis Jr., Harry Belafonte, Leonard Bernstein, James Baldwin, Shelley Winters, Anthony Perkins, Peter, Paul, and Mary—“were met by a guy,” Nichols recalled, “who gave us each a dime to call the FBI in case anything went wrong. Really? Calling the FBI from a pay phone? Is that the best way to be safe?” That night, on a makeshift outdoor stage in sweltering heat, Nichols and May, scripts still in hand, performed a version of their telephone sketch, this time about Governor George Wallace, played by Nichols, trying to get past a bored operator to reach President Johnson:
Nichols (as Wallace): It costs a lot of money to keep all those people in jail.
May (repeating): Costs a lot of money . . . to keep all those people . . . in jail.
Nichols: Not to mention the upkeep on the billy clubs . . . and the cattle prodders . . . and the bullwhips . . .
May: Bullwhips?
Nichols: Bullwhips is right.
May: Is that two words or one?
Nichols: It’s one.
May: One word. Yes, sir.
Nichols: And the police themselves cost a lot of money . . .
May (repeating): Police cost money . . .
Nichols: Even though some of them take very little and just do it for the sheer love of the work!
When Nichols got back to New York, he turned his attention to the last two roles in Who’s Afraid of Virginia Woolf? For Nick, the jockish, always-a-beat-behind teacher who becomes Martha’s lover during the long night in which the play’s action unfolds, Nichols approached Robert Redford, and was jolted when the actor turned him down flat. It’s possible that, having suffered the loss of an infant, Redford found the idea of an evening of cruel psychological gamesmanship about an invented baby profoundly unappealing. Nichols’s take was that he didn’t want to play a character whose weaknesses made him a target for scorn and mockery. “I was never a fan of the play,” Redford says. “At that point I felt, This is not an honest play, and I don’t want to be in it. I was wrong on many levels, but that was my standpoint at the time.”
Nichols then turned to George Segal, who seemed “close enough to the young god he needed to be for Elizabeth, and witty enough and funny enough to deal with all that humiliation.” Taylor had casting approval, so Nichols set up a private performance of The Knack for her. “Elizabeth and [her ex-husband] Michael Wilding sat on two folding chairs to watch, and that’s how I got the part,” Segal says. Taylor’s next stop was a Broadway comedy called Any Wednesday, one of many plays Nichols had been offered after Barefoot in the Park. The show’s star, Sandy Dennis, had never come close to a major movie role, but she had won Tony Awards for two years in a row, and her stage work was strong enough to move her up Nichols’s list past Barbara Harris, whom he had wanted to work with again since his Compass days, and Melinda Dillon, who had originated the role onstage. Warner Bros. was not as certain. Dennis was not conventionally pretty (“her stomach protrudes,” Ernest Lehman complained), and she had an eccentric, halting delivery; onstage, if she didn’t like the way a line sounded as she was saying it, she would simply start again. But Nichols took Jewison’s advice and hired Wexler to shoot her screen test. Lehman and Warner were convinced that she could play the “mousey little thing with no hips,” as Martha refers to her. Virginia Woolf’s cast was complete.
While Nichols was on the road with The Odd Couple, he had, at Avedon’s urging, hired the interior decorator Billy Baldwin to furnish his penthouse. He now had the showplace apartment he had always wanted, and no time to spend in it. As soon as casting was finished, he packed up and moved across the country to Tower Grove, the Spanish-style mansion in Benedict Canyon that he had rented from David O. Selznick. Over the next nine months, he would be too immersed in moviemaking to spend any time in New York. He would make a quick trip back in the spring, but only to collect his second consecutive Tony Award for Best Director of a Play, this time for his work on both Luv and The Odd Couple. He thanked his casts and his scenic and lighting designers, whom he said were collectively “responsible for most of my distinctive director’s touches.” “By the way,” the announcer said as Nichols quickly exited the stage, “he’s directing a movie, Who’s Afraid of Virginia Woolf? He’s hard at work on it at this very moment!”
By then, after a month in Los Angeles, Nichols had overruled his writer-producer, fired his first cinematographer, and told the head of the studio he was quitting unless he got what he wanted—all before a foot of film had been shot. Decades later, he would wonder at his own bravado. “I was so sure I knew what to do,” he said. “I never was again.”