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On May 13, 1980, eyebrows shot up around Hollywood with the announcement from Universal Studios that Barbra would replace Lisa Eichhorn as Gene Hackman’s co-star in the low-profile romantic comedy All Night Long, which was already three weeks into principal photography. Even more surprising were the details: Streisand had agreed to play an essentially supporting role and had accepted second billing to Hackman as well.

Word had it that tension between Eichhorn and the film’s director, Jean-Claude Tramont, had led to the actress’s dismissal. But cynics doubted the “artistic differences” cliche and instead focused on Barbra’s longtime agent-confidante, Sue Mengers, who was married to Tramont. Many sensed that the powerful Mengers, in a masterfully orchestrated campaign to save her husband’s problem-plagued film, had talked Streisand into doing the picture as a personal favor. Why else, observers wondered, would a star of her stature make such a seemingly unfathomable decision?

As details of the arrangement emerged over the next few weeks, the answer became clearer: Barbra’s salary for what was expected to be twenty-four-days’ work would be a stunning $4 million, plus 15 percent of the gross profits.

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THE LONG AND troubled saga of All Night Long had begun in 1978, when Jean-Claude Tramont, whose 1977 directorial debut, Focal Point, had fizzled at the box office, approached Alan Ladd Jr. at Twentieth Century-Fox about doing a film based on “food and immortality.” Given a tentative okay, Tramont asked the screenwriter W. D. Richter to craft a sophisticated romantic comedy that explored, in an offbeat way, one man’s midlife crisis and the events that spring from it.

Tramont had Gene Hackman in mind as the film’s star from the outset, because he felt Hackman needed to soften his tough-guy image. Hackman, who had taken a three-year hiatus from the screen, liked Richter’s quirky script. “I didn’t have to shoot anybody,” he explained. “I didn’t have to get beaten up or beat somebody up. It’s just a lighter piece. And it works.”

Hackman was so enthusiastic, in fact, that he offered to lower his usual acting fee for a percentage of the film’s profits. But Twentieth Century-Fox executives didn’t share the actor’s excitement, and the project was dropped from the studio’s production schedule. Eventually it was picked up by Universal.

Richter’s script told the story of George Dupler, a family man who throws a chair through his insufferable boss’s office window and is demoted to the neon-lit lunacy of an all-night drugstore. In the process, he falls in love with Cheryl Gibbons, his muscle-bound son’s older girlfriend, who, to further complicate matters, is married to a male chauvinist San Fernando Valley fireman. Cheryl’s soft-spoken, sexy, submissive persona seems modeled after Marilyn Monroe, and this ultrafeminine fantasy character has visions of country-western singing stardom dancing in her bleached-blond, lavender-kerchiefed head. Eventually, Dupler confronts a series of obstacles, ends his worn-out marriage, quits his job to become an inventor, and winds up with the giddy Gibbons. This “realistic fairy tale,” as Tramont called it, would depend on strong casting to work, and Sue Mengers thought she had just the right actress to step into Cheryl’s suburban slippers: her number one client, Barbra Streisand.

When Barbra read All Night Long she reportedly “laughed her ass off.” Clearly Cheryl Gibbons, a character so unlike anything she had ever attempted on screen, offered her a rare acting challenge. She almost said yes, but she was deeply immersed in preproduction work on Yentl, and she wasn’t thrilled by Cheryl’s subordinate position in the story. Barbra had never been anything but the centerpiece of her films; other actors revolved around her, not she around them. So, with a tinge of regret, she turned the role down, went back to work on Yentl, and expected to hear little more about Tramont’s film until its release.

After Barbra’s pass, Tramont and casting director Anita Dann assembled the company quickly. Lisa Eichhorn, who had co-starred to splendid effect with Richard Gere in Yanks, was cast as Cheryl, Diane Ladd as George’s put-upon wife, Dennis Quaid as his blockhead son, and Kevin Dobson as Cheryl’s unsupportive husband.

The film, budgeted at $7 million, went into production in the San Fernando Valley on April 14. A week later Lisa Eichhorn arrived on the set, reportedly armed with vision, energy, and an attitude. After seven days of filming, Tramont decreed that Eichhorn was unsuitable. According to Tramont, “The part was too much of a stretch for Lisa,” but he added gallantly, “It’s no reflection on her acting ability.”

Although the Los Angeles Times reported that “observers on the set indicated that tension between the actress and both Hackman and Tramont contributed to her departure,” Hackman refused to join the public fray. “[Lisa’s] got enough problems,” he said, “and I’ve been fired myself. I know how it hurts.” A source close to the production concurred with the Eichhorn-as-diva scenario, saying she “was very difficult on the set, objecting to things like camera angles as if she were... a star like Streisand.”

According to Eichhorn, “What happened to me on All Night Long came as such a shock. I’d already done three and a half weeks’ work on the film when, out of the blue, the director called and said, ‘I don’t think it’s working. You’re just not funny. We’ve got someone else.’”

That someone else, of course, was Barbra. As soon as Sue Mengers heard that her husband was unhappy with Eichhorn, she approached Barbra again. This time the stakes were much higher. In a flurry of backstage negotiations, Streisand accepted the role after she was offered the $4 million fee, a salary that set a new high for female stars. The press pounced on the money angle and dubbed Cheryl Gibbons the most expensive supporting role in film history.

Still, Mengers’s dollar-drenched deal wasn’t the only reason Streisand finally said yes. Still smarting from the criticism of her uneven performance in The Main Event, Barbra was eager to prove herself to an increasingly doubtful acting community. All Night Long, with its satirical look at life, love, and lust, fascinated her. So did dizzy, daffy, delectable Cheryl, abused and low on self-esteem, in so many ways Barbra’s antithesis.

In the days that followed the Streisand casting bombshell, the whispers grew to a crescendo: Hackman couldn’t handle the film alone, Tramont’s direction was lackluster, the script needed further rewrites, Eichhorn had been a scapegoat, Streisand was valiantly trying to save a friend’s sinking ship. But the subject of most of the tongue-wagging wasn’t around to hear the latest theories: Barbra had checked into the Ashram in Calabasas, California, a health spa where she dropped fifteen pounds through a rigorous regimen of exercise and Spartan cuisine. To portray Cheryl the temptress, Streisand wanted her figure to look as tempting as possible.

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THE ADDITION OF Streisand to All Night Long inflated Universal’s opinion of the project immediately. “The sales force loves it,” the screen writer William Goldman observed in his book Adventures in the Screen Trade, “the advertising people are in ecstasy, fabulous Barbra Streisand is something very special.”

Robert Brown, the film’s unit production manager, was equally excited, even though Streisand’s signing had doubled the film’s budget from $7 million to $14 million. “It wasn’t all her [salary],” he said. “It was her entourage, the people that come with her, and the things you have to do to accommodate a star of her stature.” Although Brown had heard the rumors that Eichhorn was pushed out of the film only after Streisand decided she wanted to do it, he remains uncertain about the actual sequence of events.

“I did hear a little bit in the beginning,” Brown recalled, “that there was a move afoot to replace Lisa Eichhorn, and the next thing I was told was that it had been done, that Barbra Streisand had replaced her, and I needed to come up with a new budget.” The ballooned ledger, Brown recalled, included “a special motor home [for Streisand] and a driver assigned to her, renting a limousine, and her own makeup, hair, and wardrobe people. Often you end up paying for a personal secretary or assistant of some sort that’s with her all the time. There’s just a lot of extra care that goes into supporting somebody like her.”

None of this seemed to trouble Gene Hackman. “Sure, the script is being rewritten for her,” he confided. “The way the part was written, it wasn’t that big and would be a waste of her time and talents. But I’m not afraid she’s going to take over the picture. Yes, she can be difficult. So can I. Show me an actor who’s not difficult and I’ll show you a mediocre actor.... I’m sure everything will be fine.” Hackman downplayed rumors that Barbra, whether she wanted to or not, would steal the picture from under his nose. “It’s mostly my film. She has five or six good scenes, and that’s it... it’s about my character, not hers.”

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THE COSTUME DESIGNER Albert Wolsky was faced with the challenge of creating Cheryl’s tacky wardrobe. “Cheryl’s a woman with strawberry blond hair that’s always too done, fingernails that are always a little too brightly polished, clothes that are always a little too tight, a little too young,” he said. “Whether draped in a lavender pantsuit, a peach-colored sweater and slacks, or an all-black funeral ensemble with peekaboo detail work, the look was tacky, tempting and titillating. It was also cheap. The clothes are not expensive, but Barbra doesn’t care about that. If she loves it, she doesn’t care if it costs two dollars or two thousand.”

Streisand’s fame got in the way of her preparation as an actress when she went to a country-western bar in the San Fernando Valley in an attempt to better understand Cheryl. “I put on a blond wig and ridiculous clothes and many jewels and all this, you know? And as soon as I walked in the door I heard someone say, ‘Oh, hi, Barbra!’ I thought, I don’t believe this! Now they think I have this lousy taste!”

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AFTER A THREE-WEEK shutdown to prepare for Barbra’s assumption of the role, All Night Long resumed shooting in South Pasadena amid a barrage of press coverage. With Streisand on board, everyone concerned felt the modest picture’s streak of bad luck was finally over. All Night Long would certainly be a blockbuster.

“I was dreading working with her because I’d heard stories,” Dennis Quaid admitted. His fears evaporated almost immediately after Barbra’s arrival on the set. “I was really surprised, because she was helpful on the set. She has definite ideas and works very hard. If you can’t keep up with her, that’s your problem.” Years later Quaid, who became a very big star, was still enthralled with his brief acting encounter with Streisand. “She was wonderful. She’s very generous and she’s real smart. She actually does have this glow about her. A beautiful woman. She’s something else.”

Streisand came to work every morning in her studio-rented limousine until, in a clever ploy to make even more money, she decided to use her own Bentley instead. According to Robert Brown, “Her contract called for us to rent a limousine to bring her to work and to take her home. And she asked me one day if I could rent the Bentley from her instead of [using] the limousine, and I said yeah, I’d be happy to. Might as well give the money to her. We paid her the exact same thing we’d paid the limo service.” Typically, a short time later, Barbra changed her mind. “She asked us not to do that after she’d ridden in it a couple of times,” Brown continued, “because in the limousine she could stretch out, and she could have her secretary with her so they could conduct business. In the Bentley she really didn’t have the room.”

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ONE OF BARBRA’S funniest scenes in All Night Long has Cheryl at the piano, composing a “country-Hawaiian” ditty entitled “Carelessly Tossed.” Robert Brown remembered that for the scene “her husband in the movie was supposed to get very exasperated with her and tell her to quit fooling around and get the housework done. But when we started to film that scene, she opened her mouth and this incredible voice came out. And everybody on the set just stood there with their mouths open listening to this. Then she stopped because she was supposed to be singing badly. She really had to concentrate to sing badly. But it was astounding being in the room with her, and hearing her voice come out. Of course, I’d heard it on recordings many, many times, but being right there with her was a memorable experience.”

Brown observed no temperament from Streisand. “She treated Tramont with respect. I thought perhaps she might start trying to direct herself, but she didn’t. She did have some suggestions at times. Some he followed, some he didn’t.” Barbra’s only “demand” during filming had to do with her Ashram-reduced figure. “There was one shot that was particularly a request of Barbra’s,” Brown continued. “She was very proud that she’d lost all this weight. And in the story, there’s a shot of her going up the stairs from below. She definitely wanted that because she thought it really showed off all the weight she’d lost.”

On July 20, just four days before All Night Long was scheduled to complete production, a long-threatened actors’ strike began. “Conspicuously hard hit by the strike is Universal’s Barbra Streisand starrer,” Daily Variety reported. Barbra returned to her work on Yentl and waited out a resolution of the labor dispute. All Night Long’s bad luck had returned.

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WHILE STREISAND THE actress sat at home on strike, Streisand the singer had a new album in release that would become the biggest seller of her career. She had been looking for a new producer, someone who could bring a distinct style and cohesion to a collection of songs. She thought of the Bee Gees—Barry, Robin, and Maurice Gibb—whose bouncy pop sound had produced six number one singles in a row and propelled the 1977 sound track of Saturday Night Fever to sales of eleven million copies. “I really think their music is wonderful,” Barbra said.

In July of 1979 Barbra and Jon had attended a Bee Gees concert at Dodger Stadium in Los Angeles. Sixty thousand people filled the seats, and Barbra said to Jon as they came in, “Can you imagine filling up this many seats? Sixty thousand people would never come to see me.” As she sat down, Barbra recalled, “the audience spotted me and started to applaud. And it was like I was in shock. I couldn’t believe they would respond to me in that way. It was really thrilling.”

The thought of working with Barbra made Barry Gibb wary. “I was very nervous at first,” he admitted. “We all had heard the stories about how tough she is, and she is this enormous star. That’s got to intimidate anyone. I didn’t want to do it at first, but my wife told me to do it or she’d divorce me.” Still unsure, Gibb called Neil Diamond to find out what it was like to work with Streisand. “He had nothing but glowing reports, so I felt a little less scared.”

Charles Koppelman, working on his fourth straight project for Barbra, sent Barry, the handsome, wavy-haired main composer and lead singer of the group, five songs Barbra wanted to do as one side of the new record. “My brother Robin and I didn’t think any of them had the little extra bit that it takes to make a hit,” Barry said. “We told her [associates] that, and they asked us to write five songs.” Two weeks later Barry played the new tunes for Barbra at the Malibu ranch. “She loved them,” he recalled. “It was as easy as that. We hit it off straight away and Barbra asked us to write the other side of the record, too.”

Then matters became a little touchy. In addition to Barry’s producing fee, the group’s manager, the high-powered Robert Stigwood, demanded three-quarters of the performance royalties for the brothers, on the theory that they were three voices and Barbra was only one. “But they all sound alike!” Barbra reportedly retorted. “How much for just one.” A compromise brought the Bee Gees a 50 percent cut of the royalties.

With finances out of the way, “creative differences” arose and almost killed the collaboration. “This project could have been a disaster,” Koppelman said. “You’re dealing with a lot of egos here.... I’m sure Barry was apprehensive at some point that Barbra wouldn’t like the music or that she’d want her vocals too far out and the tracks too far back. I’m sure Barbra at certain times was concerned that she didn’t want a Bee Gee-esque album.”

“She knew what she wanted,” Barry recalled, “and I knew what I wanted. We treaded on eggs until we actually got to know one another.” Gibb said he came “this far away” from quitting, but all went smoothly after he called a summit conference with Barbra “to work out any differences and come to a mutually acceptable working arrangement. There was never any animosity.” Once Barry had earned Barbra’s complete trust, she said to him, “Just call me when you’re ready for me to sing.”

Guilty—named after a song written at the last minute to replace one Barbra didn’t think worked—was released in September 1980. By then the first single, “Woman in Love,” had hit number one, and Guilty reached that pinnacle on the album charts as well. With two more singles climbing into the Top 10, the album sold over 10 million copies worldwide and reached number one in twelve countries. It has remained Barbra’s most successful album and a state-of-the-art example of 1980s pop.

Clearly Barbra Streisand and the Bee Gees were a match made in heaven. Writing for Streisand had pushed the Gibbs beyond their lightweight pop sensibilities; for this album they produced complex melodies and even more complex—some would say obscure—lyrics. More importantly, the singular Bee Gees sound had brought to the tracks just the cohesion that Barbra had hoped for.

The critics were largely ecstatic. Stephen Holden wrote in The New York Times that Guilty “proves to be a sensational blending of talents, since the pair fill in each other’s weaknesses while reinforcing their strengths.... With less importance placed on rhythm, Mr. Gibb concentrates even more on melody, his strongest forte, and serves up an ice cream sundae of pretty tunes.... Even the angrier love songs have a celestial sweep. For in Miss Streisand’s voice the concepts of love, glamour, and stardom are virtually inseparable.... As a pop confection celebrating the giddiest extremes of the star ethos, Guilty is just about perfect.”

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THREE MONTHS AFTER it began, the actors’ strike was resolved, and Barbra returned from a trip to Paris to resume filming one of All Night Long’s final scenes: a jubilant, if secretly terrified, Cheryl slides down a firehouse pole into the arms of George Dupler. Designed as the symbolic ending of Cheryl’s marriage to her sexist fireman husband, Cheryl’s fall to liberty proved a nerve-racking experience for Barbra, who had gained back fifteen pounds during her hiatus. The moment was captured without incident, though, and All Night Long finally wrapped.

Yet just when Jean-Claude Tramont and Sue Mengers thought the long ordeal was over, another more personal controversy arose as the film was being edited: Barbra and Sue Mengers severed their longtime personal and professional relationship. Talk surfaced that Barbra had refused to pay Mengers and ICM their customary 10 percent commission because she had stepped into the film as a favor. Barbra may have felt that way, but of course Mengers was paid. Barbra had a contract with ICM, and all of her salary checks went directly to the agency, which deducted its commission and sent the remainder to Barbra’s business managers. A more likely reason for the falling-out was that Mengers did not feel she could get behind Barbra’s obsessive drive to make Yentl. Whatever the reason, the days of Barbra recording a one-of-a-kind collection of French love songs for Tramont and Mengers as a wedding gift were definitely over.

After a number of disgruntled audience members walked out of several screenings of the picture, Universal took the film away from Tramont and re-edited it to feature Streisand more prominently. The strategy didn’t work; All Night Long still felt as if it actually did last all night long. Dennis Quaid complained, “I don’t think the film worked on a lot of different levels—in the timing of it, in the relationships. It seemed long to me. It only ran an hour and a half, but it seemed like two hours and ten minutes.”

Worried about the film now, Universal’s promotion department decided to tout it as a zany comedy in the vein of What’s Up, Doc? and For Pete’s Sake. The ads featured a smarmy sketch of Streisand sliding down a large phallic fire pole, her skirt blowing up a la Marilyn Monroe to reveal her panties, as Hackman, Quaid, and Dobson leer at her from below. “She has a way with men,” the copy read, “and she’s getting away with it—All Night Long.”

For the film’s official opening on March 6, 1981, Barbra, swathed in white mink, attended a private screening party hosted by Tramont and Mengers in New York. Described by People magazine as “cool” to everyone but Hackman and Tramont, Barbra never spoke to Mengers, fueling further rumors that whatever had occurred between them was unlikely to be forgotten anytime soon.

A majority of American critics rebuffed All Night Long, although the film did win a small but vociferous group of devotees, including The New Yorker’s Pauline Kael, who raved over Tramont’s “idiosyncratic fairy-tale comedy about people giving up the phony obligations they have accumulated and trying to find a way to do what they enjoy.” While a number of critics praised Barbra’s toned-down performance, Kael found fault with the characterization, saying that “we don’t know who Streisand is. She doesn’t use her rapid-fire New York vocal rhythms in this movie, and a subdued Streisand doesn’t seem quite Streisand.... She’s a thin-faced, waif-like question mark walking through the movie.”

Unfortunately there was no question about the box office. Despite the ad campaign that promised moviegoers the kind of Streisand comedy they had loved in the past, even the opening weekend receipts were dismal. Eventually the film grossed only $10 million, equalling Up the Sandbox as Barbra’s least successful film. Among those who had seen the picture, word of mouth was so poor that The New York Times wrote an article about it: “Most pictures that fail commercially do so because of audience indifference. All Night Long, a comedy starring Gene Hackman and Barbra Streisand, has joined the select group of movies that audiences actively despise... the film is obviously a disappointment to Miss Streisand’s fans, and the audience for an askew French-style comedy has never been tempted to sample the movie.”

In 1985 Gene Hackman remembered the failure of All Night Long with regret. “Universal was advertising [the picture] in the theater section of The New York Times in a tiny little box... obviously they had no faith in the film... they didn’t know how to sell it. It didn’t fall into any kind of particular category that they had any expertise in.”

Barbra’s opinion of All Night Long can be surmised from a comment she made to Lisa Eichhorn in a telephone conversation shortly after the film opened: “You were well out of it, kid.”