François Truffaut was, it turned out, serious about Bonnie and Clyde. At least he seemed to be. Nobody knew if he really meant to make the movie. He was impetuous, his moods changed quickly, his marriage was disintegrating; push him too hard, and all would be lost. Truffaut had effectively taken the reins of the project the minute he received the treatment, well before it was even translated for him. “Please explain to me your precise relations with the writers of the script,” he had written to Helen Scott in January. “Are they themselves the screenwriters or is there someone else? Did they offer it to anyone else? Do they want to sell it to a producer? Were they commissioned to write it? Was it their own idea to offer it to me?” Truffaut was already thinking about how the movie could be made— “It’s such a simple and inexpensive film to shoot that I could [produce] it myself,” he wrote—and about where to get the money to do it: He wanted to work with United Artists,1 which at the time was alone among the major studios in offering great freedom to independent producers and directors to shape projects without taking away the right of final cut or forcing on them a studio house style, a crew, or contract players.

Simply by being the person on whom everybody else’s hopes were hanging, Truffaut, with his take-charge tone and fusillade of questions, immediately became the de facto engine of Bonnie and Clyde; without having read a word of it, he was now the boss. Benton and Newman were exhilarated by the mere possibility of his involvement and did a couple of readings of their treatment for friends. “One of the people who came was a girl I was trying to get into bed with at the time,” says Benton, “and I did, so I knew it was a good script!”2 And they started mapping out their own idea for what the movie would be, earmarking the Flatt and Scruggs music they had played while writing as a perfect idea for the score of the film itself and fixing on Timothy Carey, a stone-faced character actor with a cult following from a couple of early Kubrick movies, to play Frank Hamer, the ex–Texas Ranger who tracked Bonnie and Clyde relentlessly in 1934.3 But Truffaut wasn’t ready to talk to Benton or Newman at all in January, much less to discuss ideas that specific.

In New York, Elinor Jones took steps to formalize her and her brother’s role as producers. In February, she had Robert Montgomery start to draft a contract that would give them an eighteen-month option on Bonnie and Clyde.4 Truffaut, unclear about whether Jones or her boss, Lewis Allen, was attached to the script, learned of Jones’s involvement from Helen Scott and cautioned Scott, whom he was using as a go-between, not to overstate his commitment to the film, for which he still didn’t have a completed French translation. “I won’t speak to you about Bonnie and Clyde until I’ve read the script,” he wrote on February 22. “Then I’ll send a detailed note to the writers… in case they start taking it in another direction from the one I want; unless I’m disappointed by it and decide not to do the project.”5

When Truffaut finally got his hands on a translation, he was interested enough to make time for Benton and Newman on his upcoming trip to New York. He had several reasons for coming to the United States: He wanted to continue researching his book on Hitchcock, he needed to meet with Allen about the still gestating Fahrenheit 451, and he was planning a side trip to Chicago to visit his friend Arthur Penn, who was there shooting Mickey One with Warren Beatty and Alexandra Stewart, a young French Canadian actress who was an intimate friend of Truffaut’s.

Truffaut arrived in New York on March 26, 1964. Meeting Elinor Jones, he played it cool— “Pas mal,” he murmured when he walked into the Joneses’ eighteenth-floor apartment and saw their spectacular view of Central Park.6 But with Benton and Newman, he was more openly enthusiastic and offered his time and advice in a way that profoundly affected the direction they took in turning Bonnie and Clyde from a treatment into a screenplay.

Truffaut invited “the boys,” as he called them, to his hotel room, where, with Helen Scott translating and Elinor Jones taking notes, he spent two or three days working with them in a combination brainstorming session/tutorial. He had brought with him line-by-line suggestions. Taking each scene in order, he walked through the treatment with Benton and Newman and gave them a marathon seminar in writing for the movies. Some of his notes were technical: He recommended high-angle shots on Bonnie and Clyde’s car for some of the getaway driving scenes.7 Some were dramaturgic: He found places to add humor and sensuality, raising the stakes in a scene in which Bonnie and Clyde take Hamer hostage and humiliate him by having Bonnie force a kiss on him. “Truffaut said, ‘It’s got to be more than just catching a criminal—there’s got to be a sexual aspect to it,’” says Elinor Jones. And some of his ideas were so fully thought through that it became clear he was already shooting and editing at least some sequences from the treatment in his head. His suggestion to cut from Bonnie scribbling out her self-aggrandizing poem for the newspapers to the newspaper itself in the hands of a Texas Ranger, then back to Clyde reading the paper delightedly to Bonnie, made it into the finished film virtually intact.8

Truffaut found the issue of historical accuracy even less compelling than Benton and Newman did. Before arriving in New York, Truffaut had broken their seventy-five pages into “what he called ‘unities,’ i.e., blocks of the film which stood as [separate] emotional and dramatic entities,” Benton and Newman wrote later. “He demonstrated to us the difference between ‘real time’ and ‘film time,’ pointing out where we had goofed… in sacrificing the emotional curves of the film for factual or actual purposes.”9 Events could be elided or skipped, he told them; they were necessary sacrifices to the style that would define the movie.

That was exactly what Benton and Newman wanted to hear. Their original treatment had gone to Truffaut with a prefatory note of several pages from them, intended largely to provide historical context about Parker and Barrow to a director who might not have heard much about them. But it also contained an explicit announcement of the film’s ideological intent: “Bonnie and Clyde were out of their time in the 30s,” they wrote. “If Bonnie and Clyde were here today, they would be hip. Their values have become assimilated in much of our culture—not robbing banks and killing people, of course, but their style, their sexuality, their bravado, their delicacy, their cultivated arrogance, their narcissistic insecurity, their curious ambition have relevance to the way we live now. Of course, what makes them beautiful is they didn’t know it…. They are not Crooks,” the introduction finished with a flourish that Benton and Newman themselves later called pompous.10 “They are people, and this film is, in many ways, about what’s going on now.”11

Truffaut got the point and helped the young writers move past the didacticism to which that statement of principle could have led and toward a kind of storytelling in which their concerns could be integrated organically. Though he was only a few months older than Benton, he proved to be a generous teacher, and Benton and Newman, elated to be in the presence of one of their idols, absorbed everything he had to say. Truffaut also let them know that, as much as they thought their idea was indebted to the French, they needed to look deeper into film history, particularly at some of the neglected American crime dramas that had inspired the directors of the Nouvelle Vague in the first place. While in New York, Truffaut arranged a screening of Joseph H. Lewis’s Gun Crazy, a superbly unsettling B picture from 1949 about a thrill-seeking, amoral young couple (John Dall and Peggy Cummins) on a crime spree. The movie prefigures Bonnie and Clyde in several ways: its suggestion that the couple’s criminal life begins almost as a game, its skillful depiction of violence and gunplay as a means of sexual excitement, and even the stylish beret that Peggy Cummins’s remorseless Annie Starr wears cocked to one side. Truffaut watched the movie with Benton and Newman and also invited his friend Jean-Luc Godard, who sat in the front row with his wife, actress Anna Karina. “The boys” could scarcely keep their eyes on the screen. “I thought, this is the closest to heaven that I’ve ever gotten in my life,” says Benton.12

What was going through Truffaut’s mind at that moment is harder to discern; there’s no knowing whether his decision to invite Godard to the screening was a gesture to a friend or something else—an attempt to find his own potential replacement. At the end of his week with Benton and Newman, Truffaut gave them marching orders to spend the next two or three months working on the Bonnie and Clyde screenplay13 and was enthusiastic enough about its possibilities to mention to Marcel Berbert, a production manager, that he thought the script could be “terrific” and might even “substitute” for Fahrenheit 451 on his schedule.14 At the same time, he made it clear to Benton and Newman that Fahrenheit, the project he had long wanted to be his English-language debut, was his priority and that if financing and a cast came together for that movie, he could make no commitment to Bonnie and Clyde.15

     

That spring, both Truffaut and Godard flew to Chicago to see what Arthur Penn was doing with Mickey One. Their visits, which were made separately, were exploratory—Godard was almost as interested in making a movie in the United States as Truffaut, and both men were curious to see what an American director might do with their techniques. But the trip was also ambassadorial, an expression of respect for a director whose work was admired in France and who had already made clear his esteem for French moviemaking.

That Mickey One got financed by a major studio at all was a testament to the willingness of Mike Frankovich, the newly appointed vice president in charge of production at Columbia Pictures, to take a chance. In the early 1960s, Frankovich was the first studio head to pick up on the United Artists model of giving producers and directors control over their own movies as long as the budget was right. The price of Mickey One was low, though not nearly as modest as its commercial potential. Penn shot the wintry film in bleached, deliberately raggedy black and white, and it was assembled with muffled sound; an impressionistic, only semidiscernible plot that cast Beatty as a minor nightclub comedian on the run from a group of Detroit mobsters; jumpy, discontinuous editing; and a surreal climactic scene involving a performance artist whose work eventually bursts into flames and is destroyed, a reasonably appropriate metaphor for the movie itself.

What Truffaut and Godard encountered in Chicago was the production of a movie that, says Warren Beatty, “nobody wanted to make. Nobody.”16 And Truffaut came away disappointed. “Penn… films every scene from twelve different angles, out of ignorance,” he wrote to Scott later that year.17 Only the charge of ignorance was inaccurate. Penn, still feeling burned by his abrupt firing from The Train, was determined to make this movie his way. Although nothing in the script required elaborate setups, the shoot dragged on interminably. “Forty and fifty takes for some scenes!” says associate producer Harrison Starr. “Arthur was playing William Wyler, and God knows what role Warren had, but he had an opportunity that he might not have had when he was working with someone like Kazan to express himself more fully, and he took it.”18

Coming off the noncollaborative experience of making Lilith with Robert Rossen, Beatty was no longer going to keep his mouth shut when he had something to say. He and Penn would argue daily: Beatty would tell his director that the movie’s stew of symbolism, absurdism, and narrative ellipsis was “too fucking obscure,” a point that Penn, years later, conceded. (“He now believes I was right?” says Beatty, laughing. “That’s funny, because I now believe I was wrong.”)19 But their conflicts never became angry; rather, they were discovering a working rhythm that both men found nourishing. “Sometimes it was about who was gonna win, who was gonna get their way,” says Starr. “But they weren’t at loggerheads in a direct or personal way—it was just about the intensity with which they both worked on the film.”20

Alexandra Stewart, Beatty’s costar, saw the conversations between Beatty and Penn as productive, not problematic. “Lilith, I think, was not easy for Warren. He was very intelligent and had humor, but coming after Montgomery Clift and Paul Newman and Marlon Brando, you fear, maybe, that you are a ‘sub’ version of them, and with Rossen, the littlest thing… So he liked working with Arthur, who would talk and listen. And Arthur, because of his theater training, could maybe deal with Warren better than some other directors.”21

Those involved in the production of Mickey One differ on how—and if—Bonnie and Clyde became part of the conversation. Stewart says Truffaut mentioned the treatment to her when he visited the set, which seems likely given the recent intensity of his involvement with Benton and Newman. “And I remember saying to Arthur and to Warren, ‘Do you know who this couple is, Clyde Barrow and Bonnie whatever-her-name-was?’ And they said, vaguely, not too much,” she says.22

But when Godard visited the set, he seemed to be interested in directing Bonnie and Clyde as well. No evidence has been found that, this early on, Truffaut had talked to Godard about picking up the project if he dropped it. But a conversation between the two directors certainly could have happened after the Gun Crazy screening in New York, and it would not have been out of character for Truffaut—who at that moment was hedging his bets and about to debut his new film, La Peau Douce, at Cannes—to have been uncertain about his next move.

According to Harrison Starr, Godard had a copy of Benton and Newman’s treatment in hand when he visited Chicago and, while there, told Starr he was considering directing Bonnie and Clyde as an extremely low- budget film with a quick shoot; Starr says Godard asked him if he’d be interested in producing it.23 Starr believes that Beatty read the treatment of Bonnie and Clyde during the Mickey One shoot; Beatty says he vaguely remembers the movie being discussed but didn’t read the treatment.24

If Beatty did get a look at Benton and Newman’s work, it clearly didn’t make much of an impression. At that moment, he was more concerned with other professional matters. Mickey One was turning out to be murkier than he had hoped, and Woody Allen’s rewrites of What’s New, Pussycat? had progressed in an unexpected direction ever since Allen had agreed to a lower writing fee in exchange for a small role in the movie. “Woody’s part was little—a guy who jumps around on a pogo stick,” says Beatty. “It was like five pages in his first draft, but I didn’t think he had his mind around the pretty-boy Don Juan [Beatty’s part] yet. In the next draft, the pogo- stick guy went from five pages to fifteen pages. By the second rewrite, the pogo-stick guy was thirty-five pages, and my character had turned into some neo-Nazi Übermensch who was unkind to women. The third rewrite was hilarious. His part was, of course, now bigger than my part—he was the lovable guy who found it hard to get laid and had all the really good jokes.” Beatty was far from ready to give up on What’s New, Pussycat?, any more than he was willing to stop pushing for what he believed would work best on Mickey One. Only three years into his movie career, he already felt he needed a comeback. But with Columbia still figuring out when and how to release Lilith, and Mickey One looking even less accessible, that prospect seemed a little further away every day.

     

If Columbia and United Artists were viewed at the time as the innovators and risk takers among the Hollywood studios, it was largely because of the men who ran them. In the preconglomerate era, studios often served as clear reflections of the tastes and passions of their leaders. At Columbia, a man like Mike Frankovich, who was genuinely interested in the films and directors coming out of England and Europe, could change the creative direction of the studio he ran and even the way it did business, setting up branch offices in London or Italy. The same was true of Arthur Krim and Robert Benjamin, who had assumed control of the flailing United Artists in the early 1950s and, over the next ten years, built a thriving creative and commercial structure in which independent producers would retain control of their work and share profits with the studio as long as they could reach agreements on cast, cost, director, and script.25 Krim and Benjamin’s dramatic rethinking of the old studio system not only resulted in better movies, but caught the attention of every other studio: From the beginning of the 1950s to the end, even as the overall number of Hollywood films declined sharply, so-called independent production at the majors quadrupled.26

For an unaffiliated producer like Arthur Jacobs who owned a property as valuable as Doctor Dolittle, that sea change both created an opportunity and limited his options. At a moment when the average studio picture cost around $3 million, Dolittle was without question going to shape up to be an expensive proposition. In the spring of 1964, Columbia had no interest in getting into the business of large-scale family musicals, and United Artists—whose executives were, at that moment, watching with alarm as the budget of George Stevens’s long-in-production biblical epic, The Greatest Story Ever Told, soared past $20 million27— wasn’t about to throw a lot of money at a Dolittle-size project. Disney was out of the question: Besides its long history failing to make a deal with the Loftings, the company’s movies didn’t even have producer credits; they would have undermined the notion that every foot of film came straight from the imagination of Walt Disney himself. Paramount and Universal weren’t spending much money in the early 1960s; Universal was a great place to go if you wanted to make a Doris Day movie, but the studio was everybody’s last stop, a second-rate empire that was becoming known more as a producer of television shows than a place to make movies, a reputation it wouldn’t turn around until the 1970s.

That left three representatives of the old guard: MGM, Warner Brothers, and 20th Century-Fox. MGM had a well-respected new president, industry veteran Robert O’Brien, who had taken over in 1963. But the studio was still trying to wash off the red ink from the catastrophic failure of the 1962 Marlon Brando remake of Mutiny on the Bounty;28 O’Brien had room on his slate for only one high-cost gamble and had already chosen to place his bet on David Lean’s Doctor Zhivago.

Which meant that Jack Warner’s office was a logical first destination for Jacobs. With the deaths of Louis B. Mayer and Harry Cohn in the late 1950s, the number of czars from the golden age of the studio system was dwindling, but the tenacious Warner, at seventy-two, was still holding on to his throne and the power that came with it. Warner was about to release My Fair Lady, a project he had pursued vigorously and on which he put his own name as producer; he believed in musicals, in Alan Jay Lerner, and in Rex Harrison. Jacobs flew to Los Angeles and met with him on February 7, 1964. But Warner may have been a little too familiar with the ever accelerating expenditure that making a Rex Harrison movie could entail. Though his investment would eventually pay off handsomely, he had, to his own shock, spent more than $22 million on My Fair Lady, making it the third most expensive movie in history; at one point, with George Cukor calling for reshoots and more reshoots, Warner ordered the Ascot racetrack set bulldozed rather than risk any further elevation of the budget.29 He listened to Jacobs’s pitch for Doctor Dolittle and passed.

The rejection didn’t slow Jacobs down for a minute. Three days later, he met with Vincente Minnelli, who had worked with Lerner on An American in Paris, Brigadoon, and Gigi, and asked him to direct Dolittle. Minnelli said yes. On February 21, Jacobs took Julie Andrews to lunch “to discuss the picture,” undaunted by the fact that he had no script to show her and that he had, in fact, no idea what kind of female lead a musical of Doctor Dolittle might have to offer her; Andrews, awaiting the release of Disney’s Mary Poppins, understandably refrained from committing herself to a nonexistent role in an unscripted movie. A few days later, Jacobs met with one of Rex Harrison’s representatives to secure his commitment more firmly.30 And then he set up a do-or-die pitch meeting with the only studio left on his list, 20th Century-Fox.

The odds were not necessarily in Jacobs’s favor. For the last four years, Fox’s fate had been staked on one movie. At a cost of more than $40 million, Cleopatra was almost twice as expensive as any other studio film in history and the most heavily and lengthily publicized picture since Gone With the Wind. More than a year before it opened, as Fox’s PR team funneled photographs from the set to the press, newspapers ran stories on the dramatic effect Elizabeth Taylor’s kohl-eyed, striking makeup was already having on the fashion world. But the headlines quickly turned sour as the news of Taylor’s affair with Richard Burton and impending divorce from Eddie Fisher caused a scandal that seriously damaged the popularity of a star whose box office clout was one of the primary reasons for Fox’s big investment.

As production dragged on, as footage was scrapped, and as directors came and went, Cleopatra’s budget rose so dramatically that Fox’s president, Spyros Skouras, was called on the carpet at a meeting of livid stockholders. 31 In 1962, with the studio projecting a loss of $10 million for the first half of the year alone, Skouras lost his job, and Darryl F. Zanuck, who had spent much of the last decade as a producer, found himself on the winning side of a boardroom showdown and returned to retake the reins of the business he had co-founded thirty years earlier. “I have no illusions about the present plight of the company,” he said. “It has suffered disasters.” 32 Zanuck quickly kicked Cleopatra’s director, Joseph L. Mankiewicz, out of the editing room, leading to more unwanted headlines.33 When Cleopatra opened in the summer of 1963, Taylor and Burton, along with Mankiewicz, all but disowned the film, which drew large and curious audiences in New York and Los Angeles and then put them to sleep for much of its four-hour-and-four-minute running time. Cutting the movie, first by twenty-three minutes and then by an hour, only meant less of a bad thing. Although 20th Century-Fox offered elaborate projections suggesting that Cleopatra might eventually break even (using studio math that involved plaintively exuberant predictions of lucrative rereleases and vast sums for TV sales that might take place years in the future), the studio continued to be defined by the film’s failure.34

As Fox’s financial crisis mounted, leading to a loss of nearly $40 million in 1962,35 Zanuck had taken a step that was unprecedented in the history of Hollywood’s major studios: He shut down the company. By the end of the year, he had laid off half of Fox’s employees “for an indefinite period,” and The New York Times reported that the only people left on the lot were “those actively engaged in completing… Cleopatra or assigned to future television or screen writing projects.”36 And, in a move that did not inspire renewed confidence, Zanuck handed the job of running Fox’s movie production, or the little that was left of it, to his son Richard, a twenty-nine-year-old producer with only a handful of credits, and told him to start swinging the ax.37 “Everybody was let go,” recalls Dick Zanuck. “There was nobody left. I personally spoke to everyone who had been there over five years, but we closed everything. We were down to a janitor. Fox didn’t even have anything ready to go, nothing even resembling a good script. They had one television show on its last legs—Dobie Gillis. That was it.”38

Many in the industry dismissed Dick Zanuck as a Hollywood princeling whose father’s nepotistic whim had landed him a job running a studio that no longer had a pulse. “A lot of people at the time said, oh, this is it— they’ll never start up again and that’s why he put the kid in charge,” he says.39 But neither Zanuck had any intention of presiding over the embalming of the family business, and Dick Zanuck’s own ambitions for the studio were not to be underestimated. Though he was based in Los Angeles and his father spent most of his time in New York and Europe, the two were in frequent contact, and the younger Zanuck began hiring screenwriters and developing a slate of modestly budgeted comedy and action films that would bring some life back to the lot and get movies flowing through the pipeline to theaters again.

The Zanucks were taking Fox into a new era of moviemaking, but cautiously. They would sometimes bring in projects from outside producers, as United Artists and Columbia were doing, and they also moved Fox aggressively (and wisely) into television production. But Cleopatra did not occasion a fundamental rethinking of Fox’s approach to movies: Like most studios, its lineup would continue to consist of westerns, war films, comedies, “filler” (usually low-cost horror flicks or beach party movies), and, once in a while, a bigger roll of the dice on a grand-scale historical epic or musical. These movies, known as road-show pictures, were long, large, and lavish: They opened initially in a limited number of huge movie houses, sometimes with two or three thousand seats, in engagements that offered reserved-seat tickets at significantly higher prices than the national average; only after those engagements had played out did the films move into first-run neighborhood theaters and smaller cities. Handled wrong, these movies could turn into Cleopatra or Mutiny on the Bounty. Done right, they were The Ten Commandments or Ben-Hur, money machines that could often play theatrically for more than two years before exhausting their audience.

When Arthur Jacobs showed up with his proposal for Doctor Dolittle, Fox was in the market for a road-show movie. The studio already had The Sound of Music in the works, but its release was still a year away, and Dick Zanuck knew he had to start thinking about another hard-ticket spectacular that could follow it, maybe in 1966. Zanuck liked the idea for Dolittle, he knew that Jacobs, with whom he had worked on What a Way to Go!, could deliver a movie, and he felt comfortable with the proposed budget: Although $6 million wasn’t cheap, it was a long way from Cleopatra. On March 9, 1964, Jacobs met with him in Los Angeles, then flew to New York, where the following week he met with Darryl Zanuck at the St. Regis Hotel and finalized a deal for 20th Century-Fox to make the film.40 Jacobs and the studio began to hammer out some early financial details: Alan Jay Lerner would, as the writer and co-producer, earn $350,000, the first $100,000 of which would come when he turned in a treatment; Rex Harrison would receive $300,000 (a 50 percent increase from My Fair Lady); Jacobs himself would take $100,000, plus $50,000 in overhead to set up shop for himself on the Fox lot. Since Lerner’s longtime partner, Frederick Loewe, had decided to retire, an additional $50,000 to $100,000 was earmarked for a composer.41 By May, Jacobs had found one: André Previn, who had written scores (and occasionally songs) for two dozen movies, agreed to compose and supervise Doctor Dolittle’s music for $75,000.42

On May 1, just two weeks before his six-month window of opportunity to make a deal was due to close, Jacobs nailed down an agreement with the Lofting estate. He now owned the exclusive movie rights to the Dolittle books, and Lofting’s widow, Josephine, was to receive 10 percent of net profits from the film.43 Fox’s publicity department started drafting press releases immediately, trumpeting the involvement of Lerner, Harrison, and Vincente Minnelli and announcing that “Doctor Dolittle is planned for world-wide release for Christmas 1966!—Hollywood’s Christmas present to the world! We visualize Doctor Dolittle as a classic international musical film which will be re-released in an orderly pattern every several years for many a year.”44

Jacobs had only one thing to worry about: As the Dolittle deal was closing, one of the key members of his team was suddenly becoming a lot more famous. In May 1964, Alan Jay Lerner was making front-page tabloid news in New York City. The prospective writer of 1966’s biggest fun-for-the-whole-family musical and his fourth wife, Micheline Muselli Pozzo diBorgo, were beginning a very public divorce battle that was about to provide local journalists with a year’s supply of raw meat. He hired Louis Nizer. She hired Roy Cohn.45

On the 20th Century-Fox lot, Jacobs settled in for preproduction. He had an office painted for Lerner and a parking space reserved for him.46 He wondered when he would get a call or a cable from Lerner and hear his co-producer say he was ready to begin work on the script for Doctor Dolittle. The call never came.

NOTES CHAPTER 3

1. Truffaut Correspondence, op. cit., letter from François Truffaut to Helen Scott, January 1964, undated.

2. Author interview with Benton.

3. AI with Jones.

4. AI with Jones.

5. Letter from François Truffaut to Helen Scott, February 22, 1964, Truffaut Correspondence, op. cit.

6. AI with Jones.

7. Friedman, Lester D., ed. Bonnie and Clyde. (London: BFI Publishing, 2000), p. 11.

8. AI with Benton and Jones.

9. Benton and Newman, “Lightning in a Bottle,” op. cit.

10. Ibid.

11. Original treatment with introduction courtesy of Elinor Jones.

12. AI with Benton.

13. AI with Jones.

14. Truffaut, op. cit., p. 211.

15. Benton and Newman, “Lightning in a Bottle,” op. cit.

16. AI with Beatty.

17. Letter from Truffaut to Helen Scott, December 1964, p. 259, Truffaut Correspondence, op. cit.

18. AI with Harrison Starr.

19. AI with Beatty and Penn.

20. AI with Starr.

21. AI with Alexandra Stewart.

22. Ibid.

23. AI with Starr.

24. AI with Beatty.

25. Background on the history of United Artists can be found in United Artists: The Company That Changed the Film Industry by Tino Balio (Madison University of Wisconsin Press, 1987).

26. Balio, op. cit., p. 87.

27. Ibid., pp. 134–136.

28. Eames, John Douglas. The MGM Story, 2nd rev. ed. (New York: Crown, 1982), p. 310.

29. Thomas, Clown Prince of Hollywood, op. cit., pp. 260–261.

30. Records of Jacobs’s meetings with Warner, Minnelli, Andrews, and Ira Steiner come from memo from Jacobs to Schwartzman, September 7, 1966, op. cit., Jacobs Collection.

31. Smith, Kenneth S. “Skouras Defends ‘Cleopatra’ to Stockholders.” New York Times, May 16, 1962.

32. “Zanuck Succeeds Skouras as President of Fox.” New York Times, July 26, 1962.

33. Alden, Robert. “Zanuck Dismisses ‘Cleopatra’ Chief.” New York Times, October 24, 1962.

34. Archer, Eugene. “Zanuck Reports on Fox Finances.” New York Times, February 21, 1964; Esterow, Milton. “‘Cleopatra’ Termed ‘Success.’” New York Times, March 27, 1964; Canby, Vincent. “Costly ‘Cleopatra’ Is Nearing Its Break-Even Point.” New York Times, March 25, 1966.

35. “Zanuck Reports on Fox Finances,” op. cit.

36. Archer, Eugene. “Zanuck Shuts Fox’s Coast Studio; 300 Employees Are Suspended.” New York Times, August 20, 1962.

37. Mosley, Leonard. Zanuck: The Rise and Fall of Hollywood’s Last Tycoon (Boston: Little, Brown, 1984), p. 344.

38. AI with Richard Zanuck.

39. Ibid.

40. Memo from Arthur Jacobs to Jack Schwartzman, September 7, 1966, op. cit.

41. “Proposal,” memo from William Morris Agency, 1964 undated, Jacobs Collection.

42. Memo from Arthur Jacobs to Richard Zanuck, May 29, 1964, Jacobs Collection.

43. Reference in letter of agreement between 20th Century-Fox and Apjac, May 24, 1965, Jacobs Collection.

44. Draft of 20th Century-Fox publicity materials, undated, Jacobs Collection.

45. Jablonski, Edward. Alan Jay Lerner: A Biography (New York: Henry Holt & Co., 1996).

46. Dunne, The Studio, op. cit., pp. 32–33.