The Dark Romance of James Toback

The ever-controversial director of films about obsession is back as the screenwriter of his friend Warren Beatty's film about Bugsy Siegel. Here Toback lets fly on topics ranging from the "demonic" gangster he created for Beatty, to the acid origins of his own dark vision of life, to the two-year sex orgy he lived through in L.A., to the trouble he's had thanks to Spy magazine.


From the outset, James Toback's career has caused talk. He sparked a small furor in 1971 with his book Jim, an autobiographical account of his immersion into the drugs-sex-and-rule-breaking world of football pro and movie star Jim Brown. More autobiography came three years later with The Gambler, a film directed by Karel Reisz from Toback's first screenplay, a Dostoevski-inspired meditation on a college professor obsessed with losing. Fingers, Toback's dark directorial debut, elicited admiration from Truffaut, Fassbinder and Pauline Kael, and revulsion from others, including John Simon and Vincent Canby. His subsequent films--Love and Money, Exposed and The Pick-up Artist--were all flawed movies that suggested a labyrinthine mind derailed by hubris, or perhaps, pursuit of pleasure.

Over the years, hair-raising tales of excess (gambling, drugs, booze, womanizing) have given Toback outlaw glamour. And this vibe has been enhanced by his ongoing relationship with the reclusive Warren Beatty, who nearly starred in Love and Money and helped set up The Pick-up Artist. Recently, a by-now notorious Spy magazine piece--and the letters that followed its publication--portrayed Toback as a loin-driven sexual compulsive, cruising the streets of New York for beautiful women, screwing away his masterpieces. But Toback continues to do interesting work. In his 1990 film The Big Bang, he picked away the social masks of interview subjects ranging from producer Don Simpson to sports hero Darryl Dawkins. And now there's Bugsy, from a script he wrote for Beatty based on gangster Bugsy Siegel's life.

"Hi, sorry you're not there," began Toback's first message on my answering machine. "I just caught Robin Givens on a TV interview using the word 'integrity' in an absolutely mind-boggling way." Click. During my first talk with him, he observed that he has begun to believe that in-depth conversation may be his true metier. And indeed, in conversation, Toback is all funky erudition and exhilarating, exhibitionistic swoops and dives. He makes no bones about his tony educational background at Ethical Culture School, Harvard and Columbia, or about his upper middle-class New York lineage, his friendships with such figures as Aaron Copeland, Norman Mailer, and Pete Hamill, or his obsessive urge to rock and roll with death. He can also be disarmingly self-effacing; he seems to delight in using his wit to skewer his own passions, narcissism and pretention.

With The Big Bang just out on video and the release of Bugsy set for Christmas, I decided to take Toback up on his apparent willingness to talk about anything. We met twice over meals at a Santa Monica chop house and a pseudo-posh hotel, during which he ordered and ate like a Pritikin convert, and, despite the parades of women who passed our table, never shifted his focus from the subject at hand: James Toback.

Stephen Rebello: One hears that Bugsy, at least in script form, is plenty out there.

James Toback: It is a portrait of a tremendously charming, sex-and-violence-obsessed quasi-madman who is infatuated with creation and death. It's a complex movie.

SR: How did you get involved?

JT: I wrote the movie at Warren's invitation. It was commissioned in 1984. It's the first time I took a job like that and I did it because Bugsy is a character I would have been happy to write anyway and because I love Warren and I've always been eager to write and direct him in something. I delivered the script about six years late and made The Pick-up Artist and The Big Bang while I was writing it. My assumption all along was that I would be directing him in this.

SR: Why the six-year delay?

JT: I knew that if I stayed with Bugsy religiously, let him grow into me, didn't look at it as an assignment that had to be delivered for better or worse, that I would end up with much more. I immersed myself in research on Bugsy. I'd just sit for hours in Bugsy's suite at the Flamingo Hotel. I read everything I could get my hands on, except, ironically, the biography of Bugsy that Beatty owned. I read two pages of it that were so poorly written, I thought it would discourage me in a world where I'm encouraged and excited. Most of all, I looked inside myself for an understanding of the psychology of what he did--he became one of the most successful gangsters in New York, gave it up, went out to L.A. because he was infatuated with Hollywood, became a kind of quasi-outlaw star, then gave that up and went back to his gangster friends in N.Y. to get money from them to build a hotel which, in his mind, was a city in the middle of the desert. That requires a kind of madness, a kind of megalomania, a kind of artist's vanity that any writer-director would recognize as a kindred spirit. It's turned out to be a movie unlike any studio picture ever dreamed of. Dark film though it is, it is absolutely hilarious. People are going to be astounded by Beatty in this movie. He's a complete psycho.

SR: How was it that Barry Levinson, not you, got to direct your close pal Beatty?

JT: Warren has a theory of moviemaking which goes: Three intelligences are always better than two in controlling a movie. Warren, when he wants to get his way, always does. Unbeknownst to me, he had approached Barry, who had offered him Tin Men earlier. He liked that Barry had been very good with the actors. And I would not underestimate the sheer power in deal-making with Barry's name along. For Warren to go to Tri-Star and say he wants X million dollars and here's the script by Jim Toback, I'm going to star, and Toback is going to direct, is not going to bring the same degree of enthusiasm, to put it mildly, as when the director of two of the biggest moneymaking films of all time is directing.

SR: You don't strike me as someone who would just step aside.

JT: My initial response was to just disappear from the process. Let them find another third intelligence. I was so physically joined to the script that it would have been appalling to me emotionally to let it go and not know what was going on. After I thought about it for awhile, I thought: I can always leave if it's not working out. At first, I don't think Barry was thrilled with the idea of having the writer present throughout shooting. I was there every day. But what came about--on this tremendously huge, difficult movie--was an incredibly fortuitous collaboration in which everybody was feeding everybody all the time.

SR: PBS recently showed The Big Bang, your 1990 quasi-documentary. Christmas brings Bugsy. But your press--especially in the last year--suggests a guy who doesn't work more because he's compulsively cruising for sex.

JT: Well, Spy magazine did this thing with 12 nonexistent women. Not one uses her own name. Which is to say, there are no such people. This stuff just seems ludicrous to me. First of all, it's wrong. Secondly, it's so petty and meaningless. I mean, who the fuck cares? The only thing that's truly interesting, if you really get into sex as a subject, is if you learn something serious about the person through the sex. I have had what I consider to be a more ludicrous overattentiveness to my imagined personal life than any director in the history of movies. I don't understand the amount of attention paid me when you never hear about the personal lives of 20 or so directors who are constantly active, manipulating, maneuvering, involved with the people they're working with.

SR: The Spy article portrays you as an insecure, gonad-driven, manipulative schmoozer who basically makes movies to make women.

JT: I'm flamboyant by nature. I test things out. I say things sometimes to be outrageous. I'll play with situations to create states of mind in myself and in other people. Often, I'll wonder why I've said or provoked something. But their hook in that Spy article was The Pick-up Artist--they made an ostensible comparison between that written character and an invented character of theirs, which is supposed to have some resemblance to me. Not only could I not come up with those leaden, pathetic moves, thoughts, dialogue and actions, but I would detest, loathe and not go near anyone who fits the description of that guy.

SR: The women portrayed in the piece accuse you of trying such ploys as "Come with me, baby, and I'll do for you what I did for Nastassia Kinski," who starred in your film Exposed.

JT: Nastassia assumes, as do most actresses who are under the age of 90 and more attractive than Mel Allen without his toupee, that every guy she meets wants to fuck her. She had a reputation and, in several cases I know it's true, of having been involved with her directors. [During the filming of Exposed] I was living with, and in love with, Stephanie Kempf, who edited The Big Bang and did all the research for me on Bugsy. I introduced Stephanie and Nastassia and said to her: "Whatever you may hear about me or think about men in general, there will never be a situation between us." Without missing a beat, she said, "If you really mean that, I will trust you with everything." I was very close to her father--a hilarious, tremendously likeable guy--who isn't capable of being around any female without projecting some sense of sexual aggression or menace. You can't come from that--and look like that--and not see the whole male gender as predatory. Since Nastassia is actually this goofy, frustrated, wild, disconnected creature with no sense of her own sexuality or appeal who feels she's occupying the wrong body, it makes it even stranger to her that people are always approaching her.

SR: So you let her be?

JT: Absolutely, 100 percent. It never was even in the air.

SR: If you don't recognize that guy in Spy, who are these women mentioned in the article?

JT: I vaguely recognized only one of them. Norman Mailer's nephew, who is a very good friend of mine, introduced me one night at the Harvard Club to a friend of his from Harvard who was with a girl who was obsessed with talking about her lesbianism and every sexual experience she ever had. That was basically the end of the conversation. When Spy claimed that I was making overtures, that I wanted her to fly from Japan, Peter [Mailer's nephew] called me and said, "I want to apologize because I feel I brought this on by introducing you." He asked if I wanted him to write a letter saying how appalling, asinine and fraudulent it was, but I said, "No, fuck it. Just forget it."

SR: But you and the editors of Spy had some lively contact, right?

TB: Spy hates Jews and sex. Is there ever anything in it that suggests sex is anything but an odious, creepy and vile activity? If they had their way, the human race would become extinct because nobody would fuck anybody. It's like, "Let's get anybody whom we think fucks." They were smart. They hired this very clever girl, [editor] Susan Morrison, who would be really vicious. It's an anti-sexual, anti-Jewish frenzy. Put sex and Jews together and they'd bring on Holocaust II. They're a very dangerous magazine.

SR: Have you felt backlash from producers and such?

JT: Not among producers, say, because Spy goes after Ovitz and Simpson like crazy. See, if you have two elements of truth in a list of thirty, you can give a story authenticity. For instance, if I know that you took two girls to Chicago to an apartment you had there in 1975 while you were married, I can nail you by saying: "Every weekend he goes to Chicago where he keeps that apartment." All your friends now say, "I didn't know you were doing that." And your wife says, "I didn't know you were doing that." And you're not. But how would "they" know about Chicago if you're not doing that? I have been so controversial since I was at Harvard that I long ago stopped trying to correct other people's opinions of me. Most people would assume that I take drugs. I haven't had drugs since I was 19. Except from 1979 to 1983, when I drank.

SR: You were something of a world-class drug-taker.

JT: I took drugs in my teens to get a 24-hour buzz. I was always high. I flipped out on 1000 micrograms of acid when I was 19 and knew that I could never take another drug. I obliterated my "I," my socalled identity, for eight days. It's one thing to have it obliterated when you're in a trance for a few minutes, but eight days and nights is a long time to be missing. To have nobody home--or nobody that you recognize home. In fact, The Big Bang, which is a wild and funny excursion into the question of identity, comes from that experience. I mean, we're sitting here, each carrying a name, an identity. We have voices, a consciousness we walk around in.

Secretly, we know that there is a chaotic swirl behind that, a void, an absolute nothingness that echoes the nothingness that is space and time. In one second, the overdose of acid I took shredded this facade of an identity and forced me to admit that the only thing that was there was the void. To have everybody else walking around with the ludicrous misconception that they actually existed made it much too frustrating to bear. The only reason I didn't kill myself was because, on the first night all this was happening, I felt that if I died and still felt this way after I was dead, I couldn't have the fantasy that killing myself would end the agony.

SR: How did you come back from that zone?

JT: I clung on for a week. Then, miraculously I found my way to this doctor who had, with another doctor, synthesized LSD by accident in a Swiss laboratory in 1938. The doctor who gave me the chemical antidote made me sign a statement that were I to die as a result of the medication, he would be absolved of all responsibility. He wouldn't tell me for a year what was in it till he was sure that I was totally away from any possibility of experimenting with it.

SR: What was in the magic bullet?

JT: A compound of heroin, mellaril, Stelazine, morphine and Thorazine injected IV. I went from unspeakable agony to such ecstasy that I thought: "I wonder if we couldn't just sustain this a little bit more?" Apart from bringing me back into my projected self, my external "I," it also served the extra function of giving me three or four minutes of unutterable ecstasy.

SR: Spy or no, your name has been linked to some wild days and nights.

JT: That's why, when I read this stupid, feeble shit in Spy, I said, "I can see doing an article that's interesting or shocking or unusual or bold, but this is fucking fraudulent, nonexistent pigeon shit." I mean, I've been in love with Stephanie [Kempf] for years now, but when I look at my life as a sexually obsessed phenomenon, it's the period with Jim [Brown], two solid years of real Boschian madness, that wasn't about picking up people, but total sexual immersion.

SR: I've heard you may do a movie about those years. Conjure it up for me.

JT It was two years of utter abandon. I don't think people dream about the stuff that went on there, which was truly unlike anything that goes on a regular basis anywhere else in America, maybe anywhere else in the world. I was a complete psycho. If I ever do a movie about sex, raw and direct, that would be it. The movie would take place almost entirely in a house. You put 15 people plus a revolving seven or eight others every day in a totally uninhibited environment in a house that's gated off and isolated from the rest of L.A. and the world. Part of the intensity of that experience came from a feeling that the house was the world. What you wanted of the outside world came to you.

Therefore, you could design your own rules, your own morality, your own code of behavior with no need to justify or explain.

By definition, anyone who came to the house was subscribing to that or would leave. Basketball, swimming, as well as endless sexuality, went on in a completely relaxed, unhurried, leisurely way. It wasn't like, "We're doing this now because we're on vacation." One's job was to be there and explore these things. There was always somebody's limb or organ within three inches of your eye when you woke up in a room that you didn't quite remember was yours. There was a sense that every subliminal violent or erotic thought was capable of taking shape. There was also a kind of psychologically complicated hedonism at work all the time. There was also a kind of consciousness, if not pressure, because of the racial aspect. Jim suggests in his book [Out of Bounds published in 1989] that I was more conscious of racial difference than others. If that's true, and it might be, I would say it's for the same reason that one black person with a bunch of whites is going to be more conscious of it because you're the minority.

SR: How did you pull out?

JT: In America, that was about as far as you could go. That's what drew me to it, because, when you really get into it on that level, you're really dealing with the psychology of a person's racial attitudes, his whole psychic makeup, your fears, your homosexual longings and undercurrents, competitive instincts, deep-rooted attitude toward women. When you enter that deeply into another guy's being and he into yours--because there was no homosexuality there--but because of the endless, chain-letter randomness and openness, it was as if there were. You felt as close to the guys sexually as you did to the women, even though by some code of behavior, you were only actually sexual directly with a guy--with a girl. But in your dream life, everything was turned inside out and upside down.

SR: How do your acid flip-out and life with Jim Brown inform your work now?

JT: I've been thinking a tremendous amount about acting since making The Big Bang. The idea, which came out of the LSD experience, is, essentially: Does the "I," the self that one presents to the world, have any fundamental integrity or is it just an invention created with the collusion of family, educational system, religious system, social context? Left to one's own wiles on a deserted island, an infant is not going to grow up with a developed "I" but be much closer to that fundamentally chaotic state that I believe the "I" covers. It took me awhile to assimilate it all.

Then, as with many things in my life, I had a delayed reaction to it in work. The real goal of anything I do now in movies is to get a sense of what that void is behind the roles. The Big Bang is a full-scale attack to get at the preconscious void-centered state of 19 totally diverse individuals. After making movie after movie in which I was going along with the normal actors' goal--let's get a moment of reality, a moment of truth--I now think: Let's do nothing else. Let's make a movie in which all we're doing aiming at stripping away.

SR: Although Fingers is regarded by many people as a classic, and your most recent film, The Big Bang, is respected, you're aware that your track record as a director scans something like, "Smart guy, dumb choices." How good a moviemaker are you?

JT: I'm better than I've demonstrated. I've wasted a tremendous amount of time. I started drinking right after Fingers and during Love and Money and Exposed was in a buzz 24 hours a day. On the one hand, I'd say I've done a body of work that--at its best and even at its worst--is remarkable, given what could have happened in a negative way. In the next five, 10 years I can do some great work. When I work, I'm a fanatic. It's the periods in between when I let too much time go by. More than I've needed to. I lull myself into believing that I need this period of gestation.

SR: You say you don't spend your time pursuing women. What are your addictions?

JT: From eating everything my mouth would open itself to, and drinking 25 to 50 diet sodas a day, I have gone to being the most boringly fastidious being. I now eat beans, rice. It's dreary. I've converted. I quit drinking in 1983 because I was a chain champagne drinker. I'd drink four or five, then six beers, three or four rum punches. Then, much to my surprise, my liver started hurting. My doctor told me that if I wanted to avoid a slow, painful death from either cirrhosis or cancer of the liver within the next couple of years, "I would suggest you quit." I haven't had a sip of alcohol since. Same with smoking. I am aware of time running out, but I have no interest at all in old age. I don't even want to live until late middle age. I'm 46 now. Death I'm not at all afraid of. Pain I'm not interested in. Some people would much rather live in discomfort, with all kinds of compromises, then die. I would much rather die than live with any kind of compromise.

SR: How did the suicide of Jerzy Kosinski, whom you knew well, affect you?

JT: Suicide has a bad reputation and this whole issue with Jerzy has brought all this up again. His wife had dinner with us right after he had committed suicide. She and Jerzy were old friends of Beatty's. She showed us the letter [Jerzy] wrote to her. It was the letter of someone in complete control of his faculties who had simply decided that it was a burden on her and a lack of pleasure for him to continue to live under the reduced circumstances that were inevitable. I would have done the same thing and would feel affronted if anyone tried to stop me. You're born and you know one thing: that you're going to die. That's the only inevitability. The mystery is when and how. On some level, seizing the means and the time is an enviable outcome. To be able to say, "I'll tell you when," because every second you let go by NOT doing it, you've given up that option. There might be a truck around the corner that has different ideas.

SR: Have you planned your own grand finale?

JT: I have a very clear scheme worked out. I've always loved the ocean. I almost feel I have a biological memory of having been a creature of it. I would take a boat as far as I could, then shoot myself. I've almost drowned twice and it's very unpleasant and I wouldn't want to go through that again. I would shoot myself and then go down. Then, let me be absorbed into the ocean through whatever sea creatures wish to absorb me. That would be a kind of ideal death. I don't want to be buried in a box. I'm claustrophobic.

SR: How would you spend the week before you die?

JT: I feel it's essential to bring good to the life of the people you care about and to redress grievances. I have a list--which is short but very precise--of people whom I plan to do away with, if and when I do away with myself. In the week before I would end my own life, I would certainly plan on ending theirs.

SR: You were once accused by the film critic John Simon of harassment through obscene phone calls and the like. What happened?

JT: I am, to my own suffering in most cases, incapable of not settling scores. When someone maliciously and unnecessarily tries to bring misery, failure, or pain to my life, I think that simply to accept it is not a good medicine for the soul. If somebody comes up to you on the street and spits at you, smacks you and kicks you, and now expects you to walk away, I believe it's a mistake to call the police because that's basically a weakening activity. To invite in daddy to fix the problem. It's better to take a bat and bash the guy's skull in.

SR: But Simon's going around with his skull relatively intact.

JT: I met him in the early '70s at a luncheon at Columbia University to initiate writers and artists. We started talking about Harvard and he mentioned he had developed a mad crush from seeing a picture in Esquire of a beautiful girl who had been my girlfriend at Harvard. He said he had cut her picture out and saved it and I told him she was a very adventurous, freewheeling girl. It seemed he would certainly like it if I suggested [a meeting] to her. When I did, she said, "I've seen that creep on TV and he's the most odious human being I've ever looked at." Over the next six months, he must have left me seven or eight messages, but I never called back because I didn't know quite how to say, "This woman you're obsessed with finds you revolting." Then he wrote a particularly nasty review of The Gambler in general and me in particular.

I must say that I felt there might be some connection. When Fingers came out, he wrote an article in National Review which implied that I had been sexually involved with Pauline Kael and that is why she had written the [positive] review she wrote of Fingers. He also said as much in a speech he gave at UCLA. I have fucked Pauline Kael as often as I've fucked John Simon. And had the same sexual relationship with her that I had with John Simon. Which is to say the same sexual relationship that John Simon had with the beautiful girl from Harvard.

SR: But what did you do to Simon?

JT: Let's just say that in my own ways, I brought a considerable amount of misery into his life. I'm sorry that I had to. It was a waste of time. I was not about to ignore the fact that he was pulling this stuff, on several occasions. When he interviewed Nastassia for a cover story for Rolling Stone and she told him she was going to do Exposed with me, he literally started foaming at the mouth and told her that it would ruin her life, her career, and that I was the most horrible, evil, demonic human being that she could ever dread to meet.

She told him, "I've never seen a man so consumed with sexual jealousy for another man as you seem to be." He confessed to her that the result of this hatred was that I had intentionally made a mockery of him with a girl from Harvard and that, after he had opened his heart to me, I toyed with him, pretended I was going to introduce him and then never called him back. He wrote a lengthy review in National Review of The Big Bang, a mixed sort of negative review and I thought, he's getting over it a bit. But what a crazy, psychotic anger to bring on somebody who has no bad feeling for you over a period of years.

SR: Speaking of Pauline Kael, how do you feel about her retirement?

JT: Very sad. She was a fucking wild woman in print. And contrary to what most people think, I think she was extremely stingy to me in her reviews.

SR: Given your passions, perhaps you were a good choice to write a movie about Bugsy. What's so inimitable about it?

JT: One of the things that I understood about Bugsy through myself is that he was constantly creating situations for himself in which it was likely that he would die. It isn't that he wanted to die or he simply would have killed himself. It was the knowledge that death was down the road and that he didn't want to live under even the most minutely reduced circumstances that drove him to one absurdly death-provoking act after another. I also realize that it's a big budget movie everyone will see that is unlike any big budget movie ever dreamed about. It is completely unlike The Untouchables, any of the Godfathers. Bonnie and Clyde is a film of airy lightness compared to Bugsy, which is a demonic film.

SR: But isn't Beatty a tad old to play the part?

JT: In Dick Tracy, they went for this primary color idea and it is not color or light that is flattering to anyone if you're talking about maintaining a youthful appearance. He's one of the handsomest guys who's ever lived. In Bugsy, with a combination of lighting, makeup and hair, you have an incredibly handsome guy who looks to be what Bugsy was then, in his late thirties, early forties. He looks magnetic, phenomenal, like a matinee idol. When Bugsy was 40, you never would have taken him for 30 or 35. And Warren has more hair than Bugsy.

SR: Your fortunes have been connected with Beatty's for some time.

JT: He set up The Pick-up Artist at Fox when everybody told me, "He's jerking you around. It will never happen." I said to him, "If you're telling me you'll definitely set this up, I'm going to stay with it, not work on anything else." He said: "Yes." There is no contract that exists that was as strong as that.

SR: Wasn't he supposed to get credit for producing that movie, from which he later distanced himself?

JT: Never. The whole idea was for his cousin, David MacLeod, who had been his assistant on film after film, to get a shot at being a legitimate producer. Unfortunately for everybody, MacLeod got into trouble and was not able to be on the movie when we were shooting. He was there during preproduction and post, but during shooting, Warren was obliged to do what MacLeod would have been doing.

SR: That trouble involved sex with minors and caused him to flee the country, right?

JT: Nobody knows where he is. That's a character worthy of a fucking novel. He had been an English teacher. He wrote speeches for Pierre Trudeau. His father was the head of the Communist party in Canada, the only Communist in the Parliament. [David] is a lovely, decent guy to whom I was very close. He had a sexual proclivity, even a sexual obsession, which is illegal. What a fucking trap to be in. I'm not saying it's right or wrong, but what do you do when the only thing that excites you is something for which you can go to jail? Put yourself in the guy's position. I don't believe he would have done anything that was brutal or hurtful or even manipulative.

SR: Explain your fascination with Beatty.

JT: The only person I've wanted to work for since I was 17 was Beatty. I've been fucking insane about him since I saw him in Mickey One and Splendor in the Grass in my last year of high school. I know him like a real friend, now, but it hasn't made me any less interested in him. He's tremendously complicated and intelligent, so there's always something new. Like me, he's not done what he could have done, although in Bugsy, he's going to shock people. No one will be prepared to see what they're going to see.

SR: He knows so much, yet is so withholding.

JT: He knows that and wanted me because he knew I would write him right out of the closet. I honestly believed until the last minute that he wouldn't do the movie. The script is so far out, so excessive, with so much bizarre, wild stuff, in terms of the psychology of sex and the sexual craziness Bugsy and Virginia Hill had between them. People who have followed Warren's career will see the movie and not be able to believe what they're watching. He went all the way with it. I thought he and Levinson would try to temper it. If anything, they were always pushing it. Actors, as they get older, tend to get more conservative, their behavior gets more conventional and they tend to want to play nice guys. But in Bugsy it's as if you're seeing Warren do his first movie at 19.

SR: How have you stayed so close?

JT: It's simply a case of two guys taking a tremendous amount of pleasure in each other's company. He's got a great sense of humor. He's tremendously interested in everything that's going on with anyone he's friendly with. He's tremendously intelligent. He usually has very good advice. He's been very helpful to me in my career. He's helped me to get things done. There's no one I know of--in movies or out--who is a real, as Elaine May said, "foul weather friend." The worse off you are, the more he's really reaching out to try and do something for you.

SR: Why does he come across so badly in interviews?

JT: Being fundamentally very shy and self-conscious, he is not capable of relaxing when he thinks several million are listening to what he's saying. When it's Warren Beatty as Warren Beatty, all of sudden all these people are listening to what he's going to say. He recoils from it. He's intrigued by people who have no inhibitions. I think one of his interests in Madonna was that she is really someone without even the vaguest of inhibitions about anything. But that doesn't mean that he could or would want to be that way himself.

SR: Would you care to explain Madonna?

JT: The '80s was the return of Norman Vincent Peale and Andrew Carnegie. Madonna was the emblem of that. She makes her audience feel "If she can do it, I can do it." It's not "I" and "you," it's "we." She's incredibly shrewd and cunning. One of the great marketing geniuses of the last 15 years. Her product is herself. Eventually she'll be a million-dollar-a-week act at Caesars Palace, or double the salary of what anyone has got for it.

SR: Considering the proximity of Madonna to Beatty at the time, how was it stage-managed that she would not play Virginia Hill?

JT: I only know that Warren wanted Annette Bening from the beginning. I didn't meet with Michelle Pfeiffer or any of the others Warren and Barry met with, but Warren said all along: "Annette Bening will be the one. I promise you." He's very close-mouthed. He tells me exactly what I need to know in terms of gossip in relation to something that we're doing and nothing more. He'll never break a confidence.

SR: Considering Beatty's and your reputations for womanizing, any tales of carousing you care to share?

JT: When we were shooting, we'd leave at 11 o'clock at night, and talk on the phone for an hour and a half and go to sleep. He said to me, "Do you realize how fucking crazy this is? If you asked anybody, 'What do you think Toback and Beatty are doing, based on reputation?' Everyone would say, 'They're running into telephone poles chasing everybody,' when every fucking night we're like two old women going to bed because nobody wants to see us."

SR: So is this a Toback movie directed by Barry Levinson the way The Gambler is a Toback movie directed by Karel Reisz?

JT: Absolutely. And without some of the mistakes that I've made. Of the five movies I've directed, two of them are free of mistakes. That is, given what their intention was, Fingers and The Big Bang are fulfilled realizations of what they were supposed to be. Fingers had so many terrific accidents that I was spoiled by it. If I were doing Exposed now, I would make Rudolf Nureyev's character gay. The one act I really regret is having missed the boat with Rudolf, who is capable of being as magnetic and hypnotic on film as he was as a dancer and choreographer. When I worked with George Cukor, he used to say, "You get the best from an actor when you write something that makes him feel that you recognize his limits. If they think that you have underestimated how much they can do with that part, you get actors with contempt for their work."

SR: What brought you and Cukor together?

JT: After The Gambler, George Barrie, who later financed Fingers, hired me to write Vicky, which, next to Bugsy, is the best script I've ever written. It was about Victoria Woodhull, the first woman to run for president. She was the mistress of Henry Ward Beecher, the first woman stockbroker, and a total freak who fucked everything that moved. I went to Faye Dunaway, who was wild for the idea, and I suggested George Cukor to direct. He loved telling sex stories about everyone he ever worked with, except himself. He had one of the most lurid sex lives in history. He wanted every detail of everything I did the night before. I was pretty open with him. He was endlessly amused by everything and always digging for details. As for himself, never a syllable. One time I saw a very handsome 13-year-old boy emerge from one of the rooms. He blushed and said, "Oh, remember the gardener who was here last week?" I said, "Yes." He said, "This is Tommy, his nephew."

SR: What happened to the movie?

JT: When The Blue Bird came out, it was assailed so viciously that it destroyed his confidence. He had a very bad back then and was taking Percodan for it and was referring to himself in the third person as "the junkie." He was supposed to take two or three a day. He was taking eight and floating all the time. Then, these reviews came in and he felt maybe he didn't know what he was doing anymore. He kept stalling for over a year. Faye was eager to go ahead and Cary Grant was on the verge of being talked into playing Cornelius Vanderbilt. I finally told George: "Either you go ahead now or I've been working on a script of my own, Fingers, which I'm going to George Barrie to finance and I'm going to direct." The next day, Barrie called up and asked if I would have any problem with James Costigan [who often worked with Cukor] being called in to do some additional writing. So, he and Costigan spent another six months working on it and finally, he dropped it.

SR: What is it like to be inside your head?

JT: Always fun. I love being alive, under the current circumstances. I'm aware of how little I would love being alive under limited circumstances, although I used to think that when my hair fell out, that would be sufficient cause for self-inflicted gunshot wounds. I now realize that I can survive loss of hair. While things are okay, I am endlessly fascinated by things around me.

SR: Where does an obsessive, highly personal filmmaker fit in the business?

JT: My 12-step mentality comes in here. I don't have it anywhere else. I take one film at a time. Everybody around me is always talking about "your career." If I started thinking of a career, I would blow out my brains immediately. I am so fixed on my way of seeing the world that, even if I can admire from a distance somebody else's way, I wouldn't know how to lend myself to it the way Barry Levinson lent himself to my way of seeing Bugsy.

SR: What's your next career move?

JT: A movie that deals with many of the themes of the acid experience at Harvard. The story is going to be contemporary, but there is no period other than now that is as much like-- psychologically, pharmacologically and sexually--the way it was then. If somebody put a gun to my head and said, "You have to write a shooting script in the next two days," I could do it. Either I'll die or I'll do the movie. And if I think that way, that's what will happen. The reason most movies don't get made is that there are people behind them who would also be happy to do any one of ten other movies. You need to be Ahabian: kill the whale or die.

SR: You seem to work best with unzipped people like Nastassia Kinski and Robert Downey Jr. Who do you like now?

JT: Jason Patric, Jason Miller's son, Jackie Gleason's grandson. Jackie Gleason was my idol. Twenty years ago, I knew every "Honeymooners" by heart. I saw Johnny Depp on TV and thought he was interesting.

SR: Have you talked with either of them?

JT: With guys like that, I feel you can't shoot your wad. That's one reason I don't want to go to parties and stuff. You meet these people in a sort of social, frivolous way. If they're not going to be of interest to you, why bother being there? If they are going to be of interest to you, it fritters it away to meet them like that. I'd rather say, "I've always been interested in you. You always make me curious. Let's get together and talk."

SR: What do you plan to do right after this interview?

JT: First, I have to call my mother, then I have to call Beatty.

Stephen Rebello interviewed Ross Hunter for the September issue of Movieline.