“Every Day Was Like, ‘How Do We Pull This Off?'” Martin Brest on “Midnight Run”

“Is there a story about Stuart Cornfeld, Hervé Villechaize and a barracuda that would be appropriate to tell to an audience?”

Paul Thomas Anderson had been saving this question for Martin Brest, waiting about 45 minutes into a Q & A at the Aero Theatre in Los Angeles, to ask for a friend about the apocryphal tale that had been circulating since the director’s days studying at the American Film Institute.

“Well, it’s a non-story — it doesn’t have a plot,” Brest said hesitantly, before happily obliging with the tale of how he and AFI classmates Cornfeld and Ken Lerner had lured a pre-“Fantasy Island” Villechaize out to Los Angeles to star in their student film and as poor college students, the quartet went out fishing on the Santa Monica Pier, ultimately landing a far bigger fish than they could’ve hoped for. “It was already a little Bunuel [on the boat], and somebody caught a barracuda and it was [flailing]. Everybody’s terrified and Herve pulled out his bowie knife, jumped on it, straddled it and that’s the story. It’s an image, not a plot.”

This might’ve seemed slightly off-topic during the conversation that was tucked in between a double bill of “Midnight Run” and “Beverly Hills Cop” (though you’ve would’ve been hard-pressed to find anyone object), yet it was unusually revealing of Brest, a criminally underappreciated filmmaker whose meticulous attention to detail yielded a rare combination of high-concept comedies with great personality that studios could get behind before disappearing after the very public failure of “Gigli.” Anderson wasn’t taking questions from the audience, nor did he ask Brest himself about anything that’s happened in the years since his last film, but after Brest was greeted with a warm standing ovation, Anderson seemed to nod to this absence from public life in teasing him about how long he takes in between films — “Like Stanley Kubrick, we always have to wait seven years before the next Marty Brest movie, [they] take forever and ever and ever and we wait and wait and wait.”

Brest, who couldn’t look more delighted to take the stage, quipped that having Anderson sit across from him was like “having a Bugatti deliver a pizza,” and beyond the mutual admiration between the two, there was also a considerable history. Anderson called Brest “one of the first people that was ever nice to me in Hollywood,” remembering how the “Scent of a Woman” director had met with him about potentially working on a movie together — “about a guy who kidnapped girls because he wanted to just have someone to go around and look at Christmas lights with” — and he ended up with a new nickname (“Pauly Three Names”). Even though Anderson has said in the past it must’ve been subconscious that he cast Phillip Baker Hall as a Vegas-based fixer in his debut “Hard Eight” after the actor played a character with the same name (“Sydney”) in “Midnight Run,” it hardly seems like coincidence, given how many times Anderson said he’s seen the film.

That’s perhaps the best tribute of all when anything that seems like a happy accident in Brest’s work may start out as something unanticipated, but has been worked to perfection by the time it reached the screen, which is why the director might’ve slightly winced before telling the Villachaize tale, thinking to himself it might’ve been missing a few beats as a story even when the image that it conjured was satisfying in itself. He said even before having the idea for “Midnight Run,” he had been “obsessed with creating a Swiss Clock of having all these characters paying off [a] debt, having each character develop in an arc and have them come together in a way where each one [has] their own development and finds out things at a certain time that’s influenced by other characters.” Following the success of “Beverly Hills Cop,” he was meeting with various screenwriters looking for something that would inspire him when he met George Gallo, a relative novice who related the story of his friend Stan White, a homicide detective who told him about the time he had to extradite a prisoner who wouldn’t fly, so they had to bring him back by bus.

“I thought that’s a good problem,” said Brest, who proceeded to work with Gallo on a script that was so intricate in structure that it required the two to come onto the Paramount lot on the weekend when no one was around and spread out eight folding tables in their garden area to chart out every scene. (“George actually said, “I can’t take the pressure,” Brest laughed.) However, as obsessed with structure as Brest was, he was content to not knowing exactly what would happen inside of any given scene — including the ending — after learning a lesson on his first studio feature “Going in Style” about overplanning.

“My tolerance for hot water was very high,” said Brest. “[On ‘Going in Style,’] there were no young directors [at the time] and I was trying to be professional. I was very anal about making sure that everything worked out and the movie was very stiff and dry. But right at the end of the shooting, there was this scene at a crap table and we didn’t have enough time to shoot it, so I just put up lots of cameras and [I studied] the mechanics of a crap game and how you took bets, but we were shooting it so fast, every take was different. I thought, ‘Okay, it’s the end of the shoot and I’ll use all the film and figure it all out later.’ That scene took as long to cut as the rest of the movie and it was totally based on little pieces of dialogue juxtaposed against other little pieces that had no relationship to each other, but were [cut] together to look as an actual scene. It had a life that the anally proper scenes didn’t have.”

With Billy Weber, his editor on both “Midnight Run” and “Beverly Hills Cop,” in the house, Brest outlined an extraordinary editing process in which every frame of film he shot was scrutinized more heavily than on most productions, describing how the scene where Jack Walsh (Robert DeNiro) and Jonathan Mardukas (Charles Grodin), on the run from the authorities, have to scrounge up some cash from a dive bar in the desert owned by a guy named Red Wood. What ended up in the film never existed on the page or during the shoot, but was pieced together in the edit room, and while Brest said every scene was “[written] to death,” “it was meticulously worked together not only to take a scene that was improvised in a master shot, but each side, so I would have improvisations that didn’t relate to the other and I would keep track, like I’ve got to get that piece to match that piece.” He’d use everything he gathered from the set, even the moments that were before or after a shot when cameras were rolling and his cast could get frustrated, such as when Walsh and Mardukas are driving an unsteady Jeep across sand dunes and Grodin wasn’t in character when he said “Something bad is going to happen…” or Yaphet Kotto, with whom Brest acknowledged he didn’t have the best working relationship, got so aggravated during a scene he said, “I’m going to get a heart attack,” one of his exasperated FBI agent’s most memorable lines caught on a long lens.

Eventually, he would dote on test screening reactions, not interested in what an audience might write down on cards after the film, but “sit there with a little tape recorder and say, ‘take three frames off that shot,’ or ‘take two frames and add it to the shot…’ after every screening to get the timing of the reaction shots.” (As a funny aside, Brest mentioned that he could really give himself a trial by fire when there was a particular screening room at Universal “where comedies go to die. They did dramas in that room — something about it is too warm. On ‘Beverly Hills Cop,’ we noticed when we had screenings, the thermostat was directly related to the reaction.”)

This frame-by-frame tinkering must’ve been especially arduous given how much footage Brest would shoot — so much Anderson mentioned hearing that the director once called Kodak to reopen their offices after running out of film on “Scent of a Woman” — “on a Thanksgiving weekend!” Brest affirmed, ascribing it to his experience in film school “where it’s like people who starved during the depression — they won’t leave a crumb on the table, so fuck it, I’m going to shoot.”

“Everybody’s here [on set]. Save film?” said Brest incredulously. “And they say, well, you can only print the [takes] you like. And it’s like, ‘I’m going to shoot a shot of Robert DeNiro and not print it?’ You’ve got to print everything because there might be a little twitch in a shitty take and if we use that twitch, we can use this other piece [and so on].”

Given that “Beverly Hills Cop” worked out in the end, Paramount didn’t have concerns about Brest piecing together the film as much as much as his insistence on pairing Robert DeNiro and Charles Grodin, which led to the film migrating to Universal after Brest had his heart set on Grodin.

“It was a problem because we had DeNiro, which was great, and the other character had to fuck with DeNiro — had to fuck him up — and every actor was so intimidated by DeNiro,” said Brest, who first admired how undaunted Grodin was in “Heaven Can Wait,” cutting Warren Beatty down to size merely with a glance. “And Grodin came in [during screen tests] and wiped the floor with him. God, I couldn’t believe it.”

The film lent itself to being shot mostly chronologically when Walsh and Mardukas have to travel from New York to Los Angeles — Brest gleefully dropped the piece of trivia that in every scene headed east, the actors would be facing right and every scene going west, they’d lean left — and although it took some time to get the rhythm going between the two leads, the director knew the casting paid off by the time they had to spend hours together in a boxcar after Mardukas thinks he’s ditched Walsh, only to learn Walsh made his way onto the train and has to get back into his good graces, eventually cracking him up by asking if he was attracted to the chickens at their last stop.

“The Grodin character had to take the DeNiro character who jumped on top of the train and was yelling at him and was so ferocious and had to turn him, had to melt him and he really had to do it. DeNiro would not give an inch,” recalled Brest. “We called it the dreaded night boxcar scene [because] we didn’t know how to crack that problem as we got closer and closer …and we kept shooting take after take and DeNiro would just stay silent. Finally Grodin came up with this “sex with a chicken” thing and DeNiro started to laugh, and I discovered a rule on that, which is I said [to Grodin], ‘That’s fucking hilarious, but we can’t use that. We can’t use having sex with a chicken.’ And I realized whenever you say that to yourself, use it.”

Brest suggested it was a true creative collaboration between himself, DeNiro and Grodin, who both could see at times when less was more. Grodin had insisted on shooting a dialogue-free take of Walsh and Mardukas’ last moment together after Mardukas asks what Walsh do with the bounty money he’d collect — after 17 other takes, it was the one that made it into the movie — and for the scene in which Walsh has to visit his estranged ex-wife (Wendy Phillips) and teenage daughter (Danielle DuClos) in Chicago when he runs low on cash, DeNiro told Brest that all the questions the character asked of his daughter after not seeing her for so long were going to hit the cutting room floor because it would be more powerful. (“I remember when we shot it, we were like, ‘Who is this girl?’ And [DeNiro] said, ‘Trust me. Let’s get rid of some of that dialogue,’ and he was totally right. The pain of the silence and just standing there was beautiful,” said Brest.)

Anderson marveled at how happy DeNiro looked in a rare comic part for the actor in his prime, to which Brest said “He approached it the same way he approached ‘Raging Bull.’ He solved that problem and he’s going to solve this problem and he’s going to be as honest in a scene as he is in everything, which is why the other actor had to be not only a good actor, but a sparring partner and they would each fuck with each other in a way that would help.” Brest couldn’t believe in a scene that ultimately didn’t make the final cut, after Grodin improvised a song as Mardukas to lighten the mood, DeNiro “cut him off — he didn’t know this was coming, [and] started a song in character, written the way [Jack Walsh] would write a song, lead footed, like ‘I’m going to do it too’ [that was] 10 lines and it was brilliant. How can you write that kind of stuff in the character’s mind off the cuff?” He also recounted how they shot “Midnight Run” in freezing temperatures and while the director outfitted himself in the warmest possible clothes, DeNiro would gently refuse any entreaties to go inside while they were setting up shots, Brest believes now because “when you watch the movie, you see as the story progresses, his bones get stiffer, like because that character would be sleeping on the floor and out in the cold, so you see his posture start to slowly over the course of the movie slightly change. You know that’s something he worked on.”

Brest admitted that after seeing such greatness up close, he now has trouble going to see plays when he’s 100 feet away, and that launched the two directors into a conversation with the great actors they’ve worked with. While Anderson clearly wanted the night to be about Brest, Brest coaxed his colleague into talking about the bowling alley climax of “There Will Be Blood,” saying, “Because I know Daniel Day Lewis is there and when you have an actor like that doing [something that’s intense], that’s who you’re talking to in between shots.”

“There was nowhere to hide,” Anderson said of the shoot, which was in the basement of Greystone Mansion, home to the American Film Institute at the time Brest went to school, and the production went to the trouble of restoring a two-lane bowling alley back to its original condition. “There were four of us and Daniel and Paul Dano and it was intense, long stretches of dialogue, but there was an element of ridiculousness to it because everybody had booties on because you couldn’t walk with your feet on the bowling floor, so as intense as it was, everybody had those surgical booties on. The only thing I really remember about it is we hadn’t really mapped out how [Day-Lewis’ Daniel Plainview] was going to start throwing bowling pins at [Dano’s Paul Sunday], so he just started doing it — at Paul, real bowling pins and real bowling balls — and he did kinda catch himself and say, “We should really map this out.”

After bringing the house down with this, Anderson got Brest back by asking about Phillip Seymour Hoffman, who still had a day job at a deli when he was cast in “Scent of a Woman” and hadn’t yet established himself, yet had an air about him that was beyond his years, which Brest ruefully said cut both ways.

“Phillip gave one of the most amazing performances I’ve ever seen,” Brest said, being so impressed with the actor that he cast him as the lead prep student in the film in spite of being wrong for the role he initially auditioned for. “It was like, ‘What the fuck,’ it was ridiculous [but] it was this really wide establishing shot and it was not the right performance for the character or the story. And I said, ‘Phil, first of all, never blow your wad in a wide master. And it’s the wrong performance,” which he was a little shaken, but he was so earnest he didn’t know not to go there when the camera was on. It was something like out of a Kazan movie.”

As much as Brest was impressed by Hoffman’s conviction, he admitted to once being put off by it after the actor had dug in his heels about a certain aspect of his performance before shooting, to the point that Brest sarcastically told him, “That’s it. I’ve worked with DeNiro, Pacino and the two Hoffmans – Dustin and Phillip.” (Brest had just come off prep for “Rain Man” before Barry Levinson took over as director.)

“And you were right,” grinned Anderson, surely knowing that these kind words might somehow reach Hoffman on what would’ve been the great actor’s 52nd birthday (July 23). It was clearly a special night for both men, though for Brest, who was seeing “Midnight Run” for the first time in 20 years, in particular, it was especially so as the rapturous response to it touched on the memories of his own favorite moviegoing experiences.

“I realized when I was watching it I was paying off a childhood debt,” said Brest. “My mother took me to see “Mad, Mad World” when I was 11 and it was my only cultural experience at that time in my life. I never saw plays or anything, and there was a moment where before they went to the first intermission, it was parallel action and tons of comedic characters to keep the audience charged while they’re all getting popcorn, [all] intercutting all the different stories and the score started to swoon, I felt a ecstatic religious experience of comedic glee, and seeing it here after not seeing it all those years was kind of full circle.”