The Keys to the Kingdom (35 page)

Katzenberg made
Pretty Woman
over the objection of virtually all of his underlings. The script was mentioned in a meeting dismissively, but Katzenberg immediately glommed onto the idea. If it could be brightened up, he said, it would be a hit.

Laura Ziskin, the producer of
Pretty Woman,
says director Garry Marshall very deliberately set out to make it into a fairy tale, a popcorn version
of
Pygmalion
. But the filmmakers had no idea that they were working on a film with the potential to become Disney's biggest hit ever.

Casting the film was such a nightmare that any other studio might well have given up. Julia Roberts, coming off the modest independent film
Mystic Pizza,
had been loosely attached to the project in an earlier incarnation at Vestron, a struggling company that had sold it to Disney. But once Disney acquired it, she had to win the part all over again. Her screen test wasn't outstanding. Disney wanted to cast the film with Sean Connery and Meg Ryan, but that pairing fell through. Katzenberg and Marshall also discussed using Madonna, who passed. Laura Dern, Diane Lane, and Valeria Golino were considered. Everyone was impressed with Golino but concerned about her Italian accent. Finally they concurred that Roberts had star potential and she was cast.

Finding a male lead was almost impossible. Dozens of actors, including Al Pacino and Robert Redford, passed. The producers wanted Sting but couldn't get him. They considered Charles Grodin and Donald Sutherland before turning to lesser stars like Christopher Lambert and Sam Neill. Disney even considered Pat Riley, then coach of the Los Angeles Lakers basketball team. Eventually, Katzenberg sent the script to Richard Gere, who had been rejected at first because his career was in a slump and he wasn't known for romantic comedy. After Katzenberg and Marshall took him to lunch, he signed on. (Gere still commanded a $2 million fee; Roberts was a $350,000 bargain in those days.)

There were still some sticking points. Katzenberg pushed Gere to dye his gray hair but the star refused. Meanwhile, Gere let Ziskin know that he wasn't happy with the script, which was going through numerous rewrites. “I promise you, we will get this right,” she said.

With that pledge, Gere suited up for wardrobe tests. Word came back from Katzenberg that Gere's stylish suits were fine but the points on the shirt collars didn't look right. Ziskin had no idea what he was talking about but costume designer Marilyn Vance assured Ziskin that the collars would be changed. Just before shooting began, Gere came to do a read-through of the script. As he read, it was obvious that he wasn't happy. When the session broke up, Donald De Line, then vice-president of Touchstone, showed up with a Polaroid camera. “Jeffrey wants you to get Richard in wardrobe so he can see that you fixed the shirt-collar problem,” he told the producer.

“I would not be surprised if the actor did not come to work Monday,” Ziskin replied. “We have bigger problems than the fucking collars.”

Sure enough, Gere called the next day. “You promised you were going to fix the script and it's not fixed,” he said. “We can't start.”

Ziskin and Gere holed up in his trailer, cutting and pasting the script together for three nights. The cameras finally started to roll after some dark moments had been replaced with lighter touches. When the prostitute played by Roberts first retreats into the bathroom at Gere's hotel room, for example, she flosses her teeth. In the original, she was using drugs. A drug overdose was entirely eliminated from the script.

Director Garry Marshall had his own problems. Like everyone who made movies at Disney, he had to watch every dime he spent. Marshall particularly wanted Hector Elizondo to play the manager at the hotel where Roberts and Gere stay. But Disney refused to pay his fee. “I got so mad that I paid half his salary myself,” Marshall remembered later. That, of course, was fine with Disney. (Eventually, Disney gave him the money back.) Marshall was also particularly attached to the idea of filming Gere and Roberts on a big, glamorous date at the War Memorial Opera House in San Francisco. It was considered too expensive; he was advised to shoot them watching a video of an opera or maybe just taking in a movie. Finally Marshall had art director Albert Brenner build a clever set on a soundstage that allowed him to cheat and use only a handful of extras.

“At Disney,” Marshall said later, “they'll harass you while you're shooting and drive you crazy and rush you and all these things, but finally when you put the picture together and you get it there, that's when Jeffrey Katzenberg looks and says, ‘Oh, well! We had to have it right this minute, but this needs another week—you'd better go reshoot it like you wanted to.' Their last decision is always okay. The ones leading up to it could drive you insane, but that last one is always right.”

Despite
Pretty Woman
's wild success at the box office, even some high-level studio executives were uncomfortable with its premise that prostitution can lead to wealth and happiness. “This could be popular but I think it's sort of reprehensible,” executive Michael Peyser (who did not work on the picture) told Katzenberg when he saw the finished film. “I hope you give some of the profits to AIDS centers and runaway shelters.”

“It's just a fantasy,” Katzenberg protested.

“That's one way of looking at popular culture,” Peyser replied.

Meanwhile, Ziskin's three-year deal at Disney was winding down. Like
Good Morning, Vietnam
's producer, she was extremely disappointed by the studio's offer to renew her contract. It wasn't that Disney didn't want to do business with her—she had two other projects in the works that the studio would make. But Disney wouldn't ante up to keep her, and like several others before and after, Ziskin made a better deal at another studio.

 

BY THE TIME
Pretty Woman
was released in 1990, it provided very welcome relief at the studio. The only other live-action picture that would perform respectably that year was
Dick Tracy
—and that was just in terms of grosses, not profits. Only
Pretty Woman
would bring in serious money.

Dick Tracy
was Katzenberg's most complete surrender to a big star yet. He and Eisner had considered making the film based on the cartoon detective when they were still at Paramount but Diller had concluded it was too expensive. The project languished in development hell for several years; eventually, Warren Beatty bought the rights. And in 1987, he brought the project to Disney.

No one had better reason to be wary of Beatty than Eisner. He had been at Paramount when Beatty made
Reds
there. And though Beatty had won an Oscar for Best Director for the film, it had been late and gone more than $12 million over its already substantial $23 million budget. All would have been forgiven if
Reds
had been a commercial success, but it wasn't. And Frank Wells had lived through his own bad experience with Beatty at Warner, when he and the star had fought over
Heaven Can Wait
and Beatty finally took the project to Paramount. Now Disney—the industry's most controlling studio—faced the proposition of working with one of Hollywood's most deliberate, perfectionistic, and manipulative talents.

But in
Dick Tracy,
Eisner saw a possible franchise—a fountain of money that could provide a series of sequels as well as a merchandising bonanza. Paramount was working on its third in the
Indiana Jones
series; Fox was making the second
Die Hard;
Warner was making the second
Lethal Weapon
and the first
Batman;
Universal was in production on a pair of
Back to the Future
sequels. Disney had avoided spending on the kind of effects that those films demanded but it wanted a piece of that kind of action. And Eisner realized that sometimes the studio would have to step up to the plate to compete.

After an arduous negotiation so high level that Eisner and Wells attended many meetings, the studio agreed to pay Beatty $9 million to star, direct,
produce, and rewrite the film. Beatty would also be entitled to more than 15 percent of Disney's gross from the movie and the anticipated merchandise sales. Disney hoped to control Beatty by approving a budget of $23 million, with an agreement that he would pay overages out of his own salary.

Wells had been involved in the negotiation in part to mend the fences that had been damaged years earlier during their fight over
Heaven Can Wait
. Some late-night negotiations with Beatty took place at Wells's Beverly Hills house—the same one he had owned since his Warner days. Late one night, as the talks wore on, the star said he was hungry and asked Wells if he could get him an apple. Wells was as clumsy when it came to domestic matters as he had been during his mountain-climbing days, and Eisner knew it. “What are you going to do?” he asked. “Wake Luanne to find an apple?”

“No,” Wells replied. “I can find an apple.”

He disappeared and returned fifteen minutes later—with a banana. “Typical Disney!” Beatty protested. “You ask for an apple and you get a banana!”

 

DICK TRACY
DRAINED
the entire company,” says an executive involved in the film. “You could feel the weight of the entire company pushing this thing forward. Everybody was completely exhausted on the other side of it.”

One reason was that dealing with Beatty—even in the best of circumstances—was fatiguing. He pondered every decision at length. While other directors might quickly decide which poster was best to sell a movie, Beatty mulled over such matters endlessly. Beatty also shot fifteen or twenty takes of a given scene, recalls Dick Sylbert, the former Paramount executive and renowned production designer. As he ground out repeat after repeat of a scene, costar Madonna would call out, “War-ren. I'm losing my hard-on”—a line that became a standing joke on the set.

Colleagues say Katzenberg was entirely indulgent of Beatty and loved to spend time with the charismatic star. One crew member recalls Beatty literally genuflecting before Katzenberg in a display of mock surrender, and Katzenberg getting down on his knees and returning the gesture. The two met almost nightly at ten
P.M
., at the Hamburger Hamlet in West Hollywood or in an editing room. Beatty also liked to conduct meetings in his kitchen. “Jeffrey wanted on some level to be Warren Beatty,” says a col
league. “Jeffrey just loved walking around with Warren. When he's talking to you, if he is playing the movie star, it's like there's no one else in the room.” Meanwhile, Beatty soaked up Katzenberg's opinions like a sponge. If Katzenberg wanted to offer extensive comments on the dailies, Beatty was a willing listener.

Katzenberg was not the only one who found him mesmerizing. “Warren,” says one of those who worked closely with him on the film, “can be an aphrodisiac. Over time, that had an effect. He just entices you.” Beatty flirted with high-level women executives in various departments. One Disney executive remembers dropping by a soundstage one evening and finding Beatty there with one of the studio's top women executives. “There was this corporate executive dressed in these ass-tight blue jeans, red cowboy boots, and this white frilly blouse,” this insider remembers. “You'd come into a room and these women—these ball-busters during the day—were actually sitting on his lap.” Beatty also had visits from women who were not from the corporate suites. On some occasions, executives and the film editor had to wait outside an editing room while Beatty finished with some assignation. When it was over, says one who waited, “He'd come out as though nothing was happening.”

At the same time Beatty was carrying on an affair with Madonna. Disney executives regarded the romance with skepticism. The singer had agreed to work for guild scale because she wanted the role so badly. “Everyone who knew Warren, and knew what a controlling force he was, figured he was boffing her to get her through the movie and the promotion, and then it would be over,” says a Disney insider. “She kept him on a leash two inches long—or so she thought. That was the genius of Warren. She thought she had him under control.”

Some observers believed that Madonna was quite serious about Beatty. On his birthday, she threw him a surprise party with a guest list that included
Dick Tracy
costars Dustin Hoffman and Al Pacino as well as political figures like Gary Hart. It was close to Easter, and the unsuspecting Beatty walked in carrying a big chocolate rabbit. Madonna presented him with a painting. “This was Madonna on the prowl for Warren,” says one insider. “She bought him a red mesh shirt—silk with these solid circles. He looked ridiculous.”

Three weeks into the shoot, Sean Young was fired from the part of Tess Trueheart, Dick Tracy's girlfriend. Though Beatty rarely went to see dailies, he expected his associates to report problems. They did: Young, who was
notoriously difficult on other productions, was behaving like a professional but she didn't deliver as Tess. “It took a while to convince him to make the change because Warren was on the hook for overages,” recalls a source on the set. “Disney didn't want to replace anyone because it would cost money to reshoot.” But finally Beatty agreed that Young had to go. She was replaced with Glenne Headly.

Another problem arose when the prosthetics used to create the film's garish gangster faces looked too phony in early dailies. After a number of negative reports, Beatty finally came to look at dailies at the Technicolor facility. With his cinematographer Vittorio Storaro and editor Richard Marks present, Beatty looked at the disappointing footage and suddenly turned on producer Jon Landau, who had advised him that more work was needed. “Jon,” Beatty said reproachfully, “don't you realize Vittorio has the toughest job on this movie? Don't you understand that?”