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The Orson Welles Adventure: On the Road to F is for Fake and The Other Side of the Wind

The Other Side of the Wind

The Orson Welles Adventure: On the Road to F is for Fake and The Other Side of the Wind

George Porcari   |   May 2020

Man forgets that he produces images to find his way in the world; he now tries to find his way in images. He no longer deciphers his own images, but lives in their function. Imagination has become hallucination.

– Vilem Flusser




Films about Hollywood are a genre onto themselves. From King Vidor’s celebratory Show People (1928) to Quentin Tarantino’s elegiac Once Upon a Time In Hollywood (2019) films about Hollywood, and by extension Los Angeles, have been there from the start of movies and continued in various guises throughout its multifarious history, often with tongue planted firmly in cheek. Throughout the sixties and early seventies several films were produced that spoke of the end of Hollywood as a creative enterprise, that is, as a field in which artists could examine their emotions and ideas and their response to the contemporary world – a civilization in crisis that they sought to describe or explore in depth from within. From Pier Paolo Pasolini’s La Ricotta (1963), Roberto Rossellini’s Virginity (1963), and Jean-Luc Godard’s Le Mepris (1964), to Federico Fellini’s Toby Dammit (1968), Robert Altman’s The Long Goodbye (1973) and Dennis Hopper’s The Last Movie, (1971) the bells were tolling. Orson Welles’s last two completed productions fit in with this group of films and, arguably, consist of his best and most original work.



The Other Side of the Wind (Henceforth TOSOTW) appears at first glance to be an overly poetic and precious title – something thought up by F. Scott Fitzgerald during his Tender is the Night phase – but the title is a lie that is stated as a fact. There is no “other” side to the wind because natural phenomena do not have sides, their shape is in constant flux and the side depends on the viewer not the event. The title appears to derive from a statement made by Oja Kodar, Welles’ companion and partner in the screenplay and direction to TOSTW, who said at one point in their long relationship that “now she knew what was on the other side of the wind,”1 referring to Welles’ habit of wearing a cape that would blow dramatically in the wind – an unusual habit that he picked up in the world of theater, magic and variety shows in the second and third decades of the 20th century that informed his early life in New York and Europe. Kodar meant it as a metaphor for having seen beyond the myth of the great artist to the man himself. The self-conscious lie, becoming an unresolved paradox, would be close to Welles’ heart as in his previous film F is For Fake (1973), (henceforth Fake) he delved deeply into the nature of artistic creation, history, narrative, and the mediation and lying that informs them as they engage with the world.

In his acceptance speech to the Academy of Motion Pictures Arts and Sciences in 1975 for a lifetime achievement award Welles described himself as a small family shop in relation to large corporate entities, and that in an ideal world there should be room for both. That he got nowhere in his attempt at a truce with Hollywood executives is a given for in a sense they were there not just to praise him but to bury him. Welles refused to lie down, and to add insult to injury he then harangued his powerful and wealthy audience for letting him hang in the wind without giving him a chance. To prove to them that he was still in the game Welles showed them a clip from his new work in progress titled TOSTW. While the work was politely received there were murmurs – clearly the scene was nothing remotely like his masterwork Citizen Kane (1941), (henceforth Kane)– in fact it looked like nothing anyone had seen before and for that particular audience of moguls and stars that was not a good sign. There are few things more terrifying for a conservative audience to see than work that is brilliant and beyond their scope of understanding for it suggests that they are living in a fantasy bubble that has limited their understanding of contemporary reality and works that deal with it. What such an audience wanted was reassurance, and the smart “players” (their own term) in their circle, knew how to provide that kind of aesthetic concoction. Welles was, from their point of view, now on the lunatic fringes of the Hollywood community – an eccentric older uncle who made wine commercials for television to pay the bills – someone who had spent too much time in Europe looking at art and something had gone wrong, some derangement of the senses had unhinged the mind that had made the best Hollywood movie ever made at the age of 25. The genius was on the skids and there was nowhere to go but down – after a time there was even a book titled Whatever Happened to Orson Welles?


Heart of Darkness

Unfortunately for Welles the ambitious scene that he showed that night – brilliantly shot in sharp, high contrast, saturated color by Gary Graver – of Oja Kodar seducing and fucking a young man in a 67’ Mustang at night in the rain, lost somewhere in the deserts of Los Angeles – was a calculated gamble that was bound to either succeed or fail spectacularly. In 1975 the New Hollywood – a reprieve from the overstuffed mega-spectacles churned out by the old Hollywood in the 1950’s – was in ascendancy, and was comprised mostly of young cinephile directors who revered Welles. But still the short scene from TOSTW was met with glazed eyes, stiff smiles, and polite applause. The gamble failed spectacularly right on cue and Welles was left to his own devices to finish his film from his day jobs: acting in television commercials, performing as a magician in Las Vegas, adjunct acting in blockbuster films, and voiceovers for movies he sometimes didn’t bother to see.

It’s difficult to imagine Welles in the seventies – still young and vigorous by our standards as in 1975 he had just turned 60 – often seen in Ma Maison, an exclusive restaurant on Melrose Ave. in West Hollywood. It is here where Welles received mail and made phone calls, treating the birthplace of California nouvelle cuisine as an office. The nondescript restaurant was just down from the famous hills where the rich and the powerful read screenplays poolside and gave the thumbs up or down like the royalty of empires past. Welles would invariably be waiting for a producer, trying to find the magic words that would bring back Xanadu! What must have gone through his mind as he sat there, twirling his enormous cigar in the restaurants Astroturf-lined patio, staring at the blinding light he had first seen on coming out to Los Angeles in 1940, courtesy of RKO Pictures, to make an adaptation of Joseph Conrad’s Heart of Darkness?2


The Wellesian Universe

What made Welles unmarketable to that audience of Hollywood royalty was neither his age nor his bankability, since older directors, with less of a financial track record, were regularly making feature films in the “dream factory.” There was a far more serious problem that had to do with America itself and its difficult and complex relation to European Modernism. In Kane Welles had made what is arguably the best Hollywood film ever made by deploying every stylistic device in the book – the film is a veritable encyclopedia of film form – from documentary to expressionism, and from Russian montage to painterly dissolves – all played out with a sure handed virtuosity that was orchestrated with devastating emotional power in a film arranged around the theme of the maze.

Then he did the unthinkable. After the enormous worldwide critical success of Kane he shifted in The Magnificent Ambersons (1942), from a book by Booth Tarkington, (a family friend of the Welles’s), to a highly theatrical and aggressive moving camera, poised on a crane that could move vertically and horizontally through space, using extensive long takes and deep focus with clearly fake indoor and outdoor sets; there were also sudden shifts in tone from mournful nostalgia to self-reflexive irony, and from tragedy to farce. This was a film – at least as Welles originally conceived it – that was far beyond the range of contemporary film tastes. The butchery of The Magnificent Ambersons by RKO is well known – he disavowed the film that was eventually released and the studio version is the only one available today.

In his third film It’s All True (1942) Welles shifted again to what would prove his lifelong passion, the fake documentary, the form that had launched his career, with the radio broadcast War of the Worlds (1938). Yet in the Wellsian universe there is no such thing as “it’s all true” – quite the contrary it is nearly all a lie – but just what is true in It’s All True? The film was to have been an omnibus film combining different stories, some shot by other directors, set in South America and liberally mixing documentary, animation – by Oskar Fischinger – and what would later be called docu-fiction – the score was to have been done by Duke Ellington. The stories varied from one set in Mexico titled My Friend Bonito about a young boy befriending a bull destined to die in the ring, shot in the neorealist style, to color footage of the music festival in Brazil, shot by Welles himself who was in South America as goodwill ambassador for FDR – a liberal/left political administration that was close to his heart. While It’s All True was being shot The Magnificent Amberson’s was being extensively re-cut and re-shot by RKO. The protracted problems with the studio at that time fundamentally terminated Welles’s Hollywood career. While he made films for various studios after this period they would all be re-edited and/or retitled without his consent: The Lady From Shanghai (1947), Macbeth (1948) Othello (1951), Confidential Report (1955), and Touch of Evil (1958). Many other projects were shelved or postponed indefinitely. What happened to Orson Welles?

WELLES THE MAGNIFICENT AMBERSONS (1942): Joseph Cotton and Dolores Costello. A clearly fake outdoor set that is by turns nostalgic and nightmarish, cartoonish and tragic. A film far beyond the tastes of the period that took Citizen Kane’s counterpoint of style variations into new areas.
WELLES THE TRIAL (1962): Anthony Perkins seen in a beautiful deep focus shot clearly indebted to Antonioni’s use of urban space, obsessive framing, and poetic juxtaposition of the modern city with a character that is out of place.
WELLES THE LADY FROM SHANGHAI (1947): The classical maze structure shattered and in pieces never to be put together again. Welles would henceforth make a very different kind of film influenced primarily by European modernism.
WELLES OTHELLO (1952); The influence of Ingmar Bergman and Gunnar Fischer’s work with extreme close-ups that are disorienting and claustrophobic.
WELLES TOUCH OF EVIL (1958): A classic Welles shot from below with typically elaborate and beautifully developed mise-en-scéne. The maze structure returns but now in the banal hallways of bureaucratic power – similar to The Trial four years later where this kind of shot would be much more developed.


Hearts of Age

What happened is, in one word, Modernism. Welles always suffered from ambivalent feelings about Modernism as is evident from his first film from 1934 Hearts of Age that openly satirized Jean Cocteau’s Blood of a Poet (1932), then one of the watershed, radical, avant-garde films that would be enormously influential to later filmmakers as different in sensibility as Maya Deren and David Lynch. Welles ridiculed Cocteau’s humorless poetics as overwrought and over cooked surrealism that was far less profound than it pretended to be. Welles was 19 when he made the film using professional equipment – the film was self-financed (a harbinger of things to come) from his lucrative radio work. Welles had painstakingly trained his voice to sound the way it did and made a fortune with it making commercials during the depression when radio was equal to cinema in terms of populist appeal, and actually surpassed it in terms of reach, as even those who couldn’t afford to see movies could always find a friend or family member with a radio.

Despite his misgivings about the European avant-garde, and his profound appreciation for theatrical entertainment – whether Shakespearean or Chaplinesque – Welles dove into the deep end of the avant-garde while a young theater director in New York along with the Mercury Players. His radical production of Macbeth from 1936 – retitled Voodoo Macbeth – using only African American actors in a contemporary setting “somewhere in the Caribbean” prominently raised the issues of colonialism, apartheid and racism in a production that would be radical (and controversial) if it were produced today. Clearly Welles had learned something, but the highbrow aesthetics of what would later be called art cinema still left him cold. The one cinematic project that he wholeheartedly supported (in its own time) publicly was Italian Neorealism, citing especially Vittorio De Sica’s Shoeshine (1946) and Umberto D (1952) for high praise.


Machine Man

From Welles’s perspective what was the problem with Modernism? On the face of it, the aesthetics seemed readymade for a young artist coming of age in the America of the 1930’s. Jackson Pollock, who was the same generation as Welles, after a brief early foray into Thomas Hart Benton’s regionalist aesthetic shifted into abstract expressionism and never looked back. The problem for Welles was that Modernist art sought a break with the past, not merely bypassing it but consciously undermining its foundations. What Welles wanted was to bring the past, in the form of classic texts, into the present by reconfiguring them to the contemporary political, social and aesthetic realities of the moment. Welles always needed a strong, seductive storytelling voice as a core that would run through a work – perhaps this was due to his early training in radio and theater. Early Modernist artists openly despised the presumably rational storytelling narratives and aesthetic conventions of classical art because they found them hopelessly trite, predictable and sentimental; even worse, such tropes were, from their point of view, unable to describe the present, that is, the early 20th century.

For many artists in that period, particularly those who had suffered through WWI, there was a political component to consider as well since they associated classical narrative conventions with the very sort of rationalism (and nationalism) that brought Europe to the brink of self-destruction more than once, via mass industrial human slaughter on a scale that had never been seen before. In effect, to support the older conventions was in some sense tantamount to supporting industrial warfare, predatory capitalism, and the new mechanized man – the cyborg – the robot – the machine-man that the Dadaists with brilliant hindsight articulated with devastating accuracy, although their vision was not wholeheartedly critical – there were some within their group who sided with the Futurists and saw the mechanization of contemporary man in a positive light.

There were also some within avant-garde circles who broke ranks and, like Welles, derided much of what passed for contemporary avant-garde art. For example roommates Pablo Picasso and Georges Braque preferred slapstick comedies and American Westerns to the high art cinema of Marcel Duchamp or Fernand Leger.3 The surrealists who wrote about the movement, led by Andre Breton, Max Ernst, Leonora Carrington, Paul Eluard and Cesar Moro – who were all sympathetic to varying degrees to Marxist ideas then au currant – criticized much of the avant-garde efforts of their time. The surrealists’ favorite films were the Fantomas series based on an amoral French comic strip, the comedies of Keaton, Mabel Normand, Chaplin and the Keystone Studios along with the horror and science fiction films of the period such as King Kong (1933) and The Cabinet of Dr. Caligari (1920).4

From Breton’s writings we can gleam that what the surrealists disliked about certain tenets within the avant-garde were, first, a self-contained, sterile formalism whose sophistry sucked the air out of the room; secondly a rarefied, sanctimonious wit that concealed a lack of humor; third, a tiresome and repressive puritan asexuality; and lastly a rigorously organized concept or idea – an abstraction – that would be deployed at the expense of the organic, random and messy minutiae of everyday life. In short they disliked art for arts sake and wanted work that dealt with contemporary reality in some capacity – children’s drawings and naïve art were preferable to formulaic high art since they were at least engaged and curious. With the help of the Surrealists writings we can more clearly see what it was that Welles disliked about the avant-garde, but also why he favored Neorealism, a movement that eschewed formalist trappings and professional rigor for a full immersion – inconsistencies and rough edges intact – into the rich poetics of the everyday and the unknown.


Sometime in December of 1910

Virginia Woolf, looking back on the transition in society from her youth in the 1890’s to the 1930’s, said that civilization and the human character as a whole had changed decisively “sometime in December of 1910.”5 Typical Modernist she was being ironic and serious at the same time. Dada had begun shortly after 1910, and it was, from the get-go, an art movement at war with rationalism, classical art and established institutions of power. This programmatic anti-rationalism owes much to the collaborations of artists with writers in an effort to create a new radical poetics that transformed the multilayered, politicized experience of the city into art. Aside from the Dada group it was the Russian Constructivists, Cubists, Expressionists and Surrealists who sought ways of slowing down reading and looking by creating powerful visual enigmas that would inspire curiosity, give pleasure, and take the work to a new level of meaning, or many meanings, simultaneously.

This new seriocomic, urban poetics had a profound influence on contemporary art, graphic design, and literature, and while it contributed heavily to the film work of Man Ray, Maya Deren, Bruce Conner, Mary Menken and Kenneth Anger, among others, the feature film was profoundly unaffected. At most the avant-garde was given a nod (and a wink) with occasional forays, such as Alfred Hitchcock’s Dali inspired Surrealist sequence in Spellbound (1945) with mixed results. But that was all to change radically in the 1960’s with the French New Wave, the British Kitchen Sink films, and the work of Michelangelo Antonioni, Andrey Tarkovsky, Ingmar Bergman and Federico Fellini. Their use of jump cuts, different film stock and different genres or styles within the same work, digressions in the narrative unrelated to the story arc, reversal film stock, dropped sound, sudden musical interludes that were in counterpoint with urban noise, abrasive shifts in tone, and extensive use of quotation, was the Modernist collage aesthetic of the earlier part of the century brought to bear on the feature film. This collage aesthetic represented the radical shifts in speed and emotional tone common to the urban experience that was one of the principal themes of the filmmakers of the 1960’s. In effect they continued the tradition of critical urban analysis in France started by Charles Baudelaire and Edward Manet, but combined it with other narrative forms that they were drawn to, regardless of their seeming incompatibility, orchestrating these qualities to create beautifully complex many layered works. While these filmmakers used genre, it was always italicized or in quotes, as if genre had become part of a larger, interactive, meta-fiction that was in constant tension between illusionism and reflexivity. The interruptions between movements from one style or genre to another gleefully preempted narrative or spectacle, and became the focus of a calculated discontinuity. Ironically Kane anticipated many of these techniques, that would later be subsumed under the general term “post-modern,” but did so with the proviso that the maze structure of the film would have a strong, classically structured, dramatic arc that would tie the film together.

Welles publicly disavowed some of the new, most interesting works of the 1960’s, openly criticizing Alain Resnais and Robbe-Grillet’s Last Year at Marienbad (1961) – he also denigrated the work of Jean-Luc Godard and Michelangelo Antonioni, the first for expressing opinions that might be better stated elsewhere, and the latter for being boring.6 Yet despite what Welles said it was clear that he was adapting many of the formal techniques of the new Modernist filmmakers into his work. Merchant of Venice (1969) clearly shows the influence of Ingmar Bergman’s and Gunnar Fischer’s work, that also influenced Resnais, using high contrast black and white film and extended close-ups in counterpoint to landscape shots without intermediary establishing shots. Fake uses jump cuts, a common practice in avant-garde films, that was introduced into the feature film by Godard in Breathless (1960). Welles’s The Trial (1962) is heavily indebted to Antonioni’s use of ambiguously framed, empty urban spaces to dislocate the viewer and create a sense of anxiety, uncertainty and alienation – perfect for an adaptation of Kafka’s tragic and absurdist world-view.


Instant Simultaneity

Modernist films of the 1960’s, made by mostly European filmmakers, but not limited to them, addressed the collapsing social norms or the “social contract,” that seemed to be undergoing radical transformation in the post-war era and by the 1960’s was beginning to unravel. Welles’ The Trial (1962) is comparable to other films from the same period such as Michelangelo Antonioni’s L’Avventura (1960), Jean-Luc Godard’s Pierrot le Fou (1965), Agnes Varda’s Cleo From 5 to 7, Alain Resnais’ The War is Over (1966), Richard Lester’s The Bed Sitting Room (1969), and Don Levy’s Herostratus (1967) among others. What these films have in common, despite the radically different sensibilities of the artists who made them, is that they all dealt with contemporary society from what we might call an outraged critical perspective that sought to explore its tragic contradictions.

While it might seem that this outraged radicalism would be more appropriate for artists than filmmakers, gallery artists in the 1960’s and after re-formulated the various original art movements of the early century into pop art, abstract painting, and conceptual art, creating one-dimensional, mannered works that were self-contained, self-referential and self-absorbed. By the 1960’s the radical aesthetics of the early century had calcified and turned into a new orthodoxy with rules, conventions, and institutionalized marketing structures with penalties for those that bucked the system, exactly like the old Academy that the Modernists thought they had destroyed. By the 1970’s the corporate world had moved into all areas of culture – absorbing it like a parasite that eats its host but leaves the skin or shell intact as camouflage, successfully turning the music, art and films within their reach into “product.” From the radio station to the art museum, and from Broadway to Hollywood what came to dominate cultural production after the 1960’s is a form we might describe as “state/corporate art” – this is a situation that we now accept as a matte of course. While the second golden age of Hollywood created some masterpieces the blockbuster and franchise films from the new regime, such as Star Wars (1977) and Jaws (1975) would come to rule the day, and this time there would be no reprieve.

What Welles and the filmmakers at the forefront of the 1960’s intuited in their work was that Marshall McLuhan’s “instant simultaneity” – the basic common denominator of computer technology – created a paradox: that while this instant communication might provide an unheard of horizon of progressive and emancipatory experiences it also created a tribal sense of dread, both existential and generalized. The reason being that, as McLuhan himself pointed out, in a world of instant communication one can, at any moment, receive a message that means “panic – start running now!” New means of transport and communication would create a permanent sense of dislocation and displacement as much as they would facilitate movement. The problems, identified in the postwar period, were a rapidly diminishing human agency and political freedom, and the paradox that as human powers increase through technological mastery, efficiency, and scientific research, we are less equipped to control the consequences of our actions.


Francoise Reichenbach and Oja Kodar

Welles was right there with the other great filmmakers of the 1960’s but by the end of the decade his work was beginning to show signs of stress and dissolution. The Deep (1970, uncompleted) is a melodrama aboard a yacht that seems to have little of the energy, ambition or scope of his earlier work. Some defenders of the film claim that it was an attempt by Welles to prove that he could make a conventionally made commercial film – he had done it before with The Stranger (1946) but that film had failed at the box office, in effect accomplishing the opposite of what it set out to do, that is, it convinced the studios that the magician who had made Kane had lost his touch. Don Quixote (1972, uncompleted) is an attempt to get back some of the magic of The Trial and Falstaff (1965) using a classic text as source material, but the shots, indebted to Sergei Eisenstein’s Que Viva Mexico! (1930-1934), also uncompleted, were strangely dislocated from their time and place.

Then two things happened that would radically alter Welles’ trajectory. First, his friend, the French documentary filmmaker Francois Reichenbach, showed him a film he had made in 1970 about a failed art forger – a charming but slight conman with the improbable name of Elmyr de Hory, and the coincidence that his cameras had inadvertently picked up: one of the young men in the film, presumably writing a biography about de Hory, was an American writer named Clifford Irving, who would shortly after become very famous – with a cover story in Time magazine – for having faked an autobiography of the then legendary American recluse Howard Hughes. For Reichenbach, who was hoping that Welles would narrate his film, it was an amusing footnote, wherein a young faker is conning an old faker, but Welles saw something with greater potential that he could exploit. He asked Reichenbach if he could use the work, as well as Reichenbach’s earlier documentary on Welles himself made for European television: Portrait: Orson Welles (1968). The second thing that happened was that his then young muse and partner, a young, intelligent, and creative Hungarian actress and model, had been learning things, and had some ideas of her own about the sorts of games artists, fakers and conmen play with the women in their lives, with each other, and with themselves. Her name was Oja Kodar.

Fake shot/reaction shot using a real photograph of Picasso and a fake voyeur’s point-of-view of Oja Kodar.
Shot of Oja Kodar walking cuts to the same sequence in a film studio being cut together – the “real” shot.
Reaction shot of men to Oja Kodar over credit sequence.
Documentary shot of Welles on set – but is it a real documentary shot?
Welles in a maze of frames within frames with Rembrandt lighting suggesting that the classical and the contemporary can occupy the same space.
A moment of candor as the actors are captured after a take is done – so in effect becomes “real.”
From Hollywood’s classical style an over the shoulder two shot with eyes locked in focus – but the obviously fake lighting and set make the shot problematic.
A documentary shot that is made fake by having superimposed titles.
Welles at an art exhibit presenting himself and his double – as Welles himself says later in the film: “But is it Art?”
A fake book by a man who makes fakes about a faker – typical Wellesian visual pun.


F is for Fake

Welles’ Fake is a tour de force essay film – a master class in film editing and visual/aural interplay that was far ahead of its time; it was also a work very much of its time in that, similar to other genre works of the period, it turns in on itself to examine the full range of possibilities and limitations within genre itself; and without question the genre that was most widely taken on at that moment with great enthusiasm by directors of wildly different temperaments and political orientations – as if ripe for the picking – was the documentary form, or cinema-vérité. Prime examples are Woody Allen’s Take The Money and Run (1969) that ingeniously took apart the conventions by which we recognize reality on screen, such as a shaky camera, grainy 16mm film, and subjects addressing the camera directly; Dusan Makavejev’s scathingly ironic Innocence Unprotected (1968) that seemed to blend cinema-vérité with the theater of the absurd; Shohei Imamura’s A Man Vanishes (1967) that begins as a documentary about the disappearance of a plastics salesman in Japan, but at a certain point elements of fiction and autobiography begin to permeate the narrative eventually obliterating any stable sense of reality; Fellini’s Roma (1972) that contained documentary footage and operatic spectacle within the same scenes and sometimes within the same shot, orchestrating a virtuosic array of styles within the framework of the personal essay film.

Fake’s title is, like the film itself, a wonderful pun with several layers of meaning. At first it reads like a children’s grammar book – A is for apple, etc. Then it turns adult because clearly F is for fucking – as well as farce, fool and fun. Fake is on one level a biography shot by Reichenbach of a fussy, pretentious, narcissistic conman, who was also an artist that had failed to make a dent in the art world with his own work but had succeeded spectacularly by forging what the curators wanted to buy: art by already established master artists. In effect he bamboozled the experts – presumably the “adults in the room” – and took their money and ran to the idyllic Mediterranean island of Ibiza, where lawyers with extradition papers were knocking on the door while the parties in his mansion, filled with beautiful people he barely knew, rolled on.

Welles had learned that any genre could be italicized by being placed within the larger overall framework of the essay film, allowing him the freedom to orchestrate various genres across a wide spectrum. Yet Welles always maintained a strong authorial narrative voice and in Fake that voice is his own incomparable baritone. Fake is one of the most magnificent displays of aural art in the history of film; in effect the audio track would no longer be playing a supporting role to the image, but would now stand on its own as a complex layered collage of sounds, words and music. This soundtrack at times would coincide with the image, and at other times would be independent of it, creating a grater sense of balance between the two. Interestingly when Godard returned to feature filmmaking after a ten year absence with Every Man For Himself (1980) he also started to use the soundtrack in a very similar way, eventually creating complex polyphonic works in sound often completely divorced from the image track – a feature of his work that he would elaborate on in a large body of work that would take him into the next century.


Editing Would be the New Fulcrum

At a certain point Welles makes fun of himself, by showing his large frame in the tight quarters of the editing room, as an accident causes a reel of film to unspool from the editing console onto the floor. The scene is of course staged but it points to something larger. Like the spilled wine earlier in the film (not staged), shot by Reichenbach, it is a harbinger of chance being a determining factor in human life, and this would be one of the principal themes of his last two films.

Welles would go from having made Kane, one of the most rigorously controlled films of Hollywood’s golden age – equal in that respect to any of Hitchcock’s work (the ultimate maestro of control) – to being a guerilla filmmaker on the run with a small crew, shooting without permits or faking them if the shoot required longer set ups; and even more incredibly using chance and serendipity to help determine the form and the course of a film. Welles would also shift from a filmmaker who emphasized rigorous staging and blocking along with deep focus – all elements prized by the critic and theorist Andre Bazin – to putting an emphasis on editing. Typical of Welles he deployed a virtuosic array of techniques, from Eisenstein’s “collision” of images to create metaphors, to jump cuts accentuating an unhinging discontinuity, to flash cuts emphasizing an urban

speed that is out of control, to rhythmic montage linked to corporeal movement within the frame; this ensemble of editing techniques created a visual/aural syncopated polyrhythm of extraordinary force. While editing became the new fulcrum on which the last two films would hang together the mise-en-scéne would still be carefully constructed, at least for certain longer scenes where the editing would slow down to take in the staging and the interplay of the actors. These were major changes in Welles’s approach and not simply a change in the film’s budget creating studio limitations. This new direction indicated a fundamentally different philosophical approach that was radically different from his previous work – he would incorporate Neorealism and documentary, along with fake versions of these that were often comical, and then combine them with theatrical staging and blocking, creating something entirely new. Welles clearly delighted in mimicking the various conventions and styles of cinema, as he had in Kane, but now the maze structure would be far more dense and complex.

Hitchcock, one of Welles’s favorite directors, once said that he loved film directing because he could play at being God, and that in documentary films – a form he shied away from – God was God. Welles clearly shifted his allegiances, but he took the reins of the documentary form on his own terms, taking the lessons from War of the Worlds and Kane with him. One of the things he most clearly wanted to show with Fake was that in the trenches of everyday life there were no “adults in the room” but only “pretend adults” who had real power and could force others to do their bidding, and accept their reality as the real thing; in short the “pretend adults,” or the “experts,” decide what is fake and what is real, and one contradicts them at one’s peril.

Fake begins during the credit sequence with Oja Kodar walking down the street in flowing dress, with cuts to the predictable reactions shots from various men captured with a hidden camera. While some have used this shot/reaction shot sequence to illustrate notions of the “male gaze” put forward by the theorist Laura Mulvey, in a work written around the same time, the film’s voiceover leads to a different conclusion. Welles posits that perhaps everyone is, to some extent juggling various roles, while watching others do the same and judging their “performances.” In effect everyone is a fake – an actor and a voyeur, a performer and an audience, a critic and a fan, all at the same time. People use their imaginative capacity and their powers of observation in tandem on an ongoing basis often without being fully cognizant of the complex process involved. We might call people who are conscious of this process, artists. Although philosophers from Aristotle to Deleuze have devoted time to the study of how perception, image, sensation and “reality” interact, we are still in the dark about the complex organic interrelationship involved. Surely Welles is arguing for complexity, complicity and paradox as the norm, rather than Mulvey’s then popular idea within academic circles that placed the emphasis on the controlling “male gaze.”

Welles then switches gears again to move into the main body of the film, Reichenbach’s footage of De Hory at work faking masterpieces, and at play in mod, swinging parties worthy of a Jesus Franco film; this is intercut with Clifford Irving’s real relationship with De Hory as his biographer, and his fake relationship with Howard Hughes. Welles used the eccentric billionaire’s stranger than fiction life to create an extraordinary montage, in the style of the “News on the March” sequence in Kane, of Hughes’ life story. The sequence uses an extensive variety of real and faked black and white newsreel footage along with shots from a variety of Hollywood films, from science fiction to film noir. It is a tour-de-force montage that is one of the most brilliant set pieces in Welles’s career.


An Open Question

The film then shifts again, creating a new narrative illustrating Kodar’s improbable story of having once been the muse of the then most famous artist in the world: Pablo Picasso. The film wraps up this complex visual/aural essay with a beautiful reflection on the nature of magic, illusions, fakery and creation itself, and what will be left of all our efforts – will we leave behind anything as enduring as a gothic cathedral? Welles leaves it an open question.

Fake is a series of Russian nesting dolls but with the proviso that each doll is very different and contains a mystery of its own. The maze had become a multi-dimensional puzzle and this time Welles was not going to wrap up all of the loose ends and give the viewer the solution like a present, as was the case with Kane. Fake is a much more ambitious film and he wants to viewer to work – pleasurable work but work nonetheless – to understand our own complicity in narrative logic and continuity. He pulls out the rug from under us repeatedly not so we fall on our faces, but rather so we see more clearly how we make films in our heads. In effect we are always reworking the finished work in front of us, treating it in a sense like raw material – for Welles (as for Walter Benjamin with literature) there was no clear division between making a film and watching one attentively.

Two shot from Hollywood’s classical style with Peter Bogdanovich and John Huston.
The macho style in full flight – John Huston takes to the open highway with a cigar and a drink.
Welles mimic’s Antonioni’s Zabriskie Point.
Welles mimic’s European high art cinema and the American variant transported to the USA as the New Hollywood.
The classic romantic Hollywood two shot with the leads looking off in the same direction signaling a reaction shot that never comes.
Susan Strasberg is brilliant as Pauline Kael seen here in a tight close-up with great cinematography by Gary Graver.
At the top is Ernest Hemingway taking aim – at the bottom John Huston recreates the moment for Graver’s fake documentary camera.
Oja Kodar in your face. Seen from the point-of-view of Dale in the car. Kodar is both terrifying and sensual – electrifying and in control.
Welles mimics the action sequences in the New Hollywood – all speed and aggression but nowhere to go.
One of the most oblique and bizarre shots in the film – a Shakespearean dagger, Oja Kodar’s nude torso and some film sound equipment combine to make a baroque tableau.


The Other Side of the Wind

TOSTW is a film conceived and written by Welles and Kodar and shot between 1970 and 1976. The editing of the film would continue on to Welles’ death in October of 1985. What was available upon Welles’ death was the short sequence that he had edited and shown in 1975, and while this scene– arguably the most virtuosic sequence in the film – would be elaborated upon by Welles the following year it would provide a sense of rhythm for the editor to follow; there were several hours of unedited film, without scene numbers on the slates as everything was done on the fly; there were also extensive notes by Welles on the work as a whole. All of this material remained in a vault in Paris while the legal wrangles between the various principals who owned the rights, or pretended to own them, went on for years – a process that would become as legendary as the film itself. Netflix Studios in 2015 eventually bought out the various parties and paid for a full restoration of the film that took approximately two years. This was possible because, unlike other uncompleted projects, such as his adaptions of Moby Dick and Don Quixote, every scene in TOSTW was actually on film. The reconstruction process was organized and directed by Peter Bogdanovich, one of the actors and a producer of the film; Bob Murawski the editor; and Frank Marshall the Production Manager.


The Final Cut

The final cut of the film still remained something of a problem, even for the editor who worked directly on the original cut with Welles, as the maestro who had made Kane was now improvising and molding as he went along, as was clear from Fake, building a collage rather a homogeneous classically structured film. The writer Adrian Martin, in an essay on the “challenge of narrative,” made the astute observation that there are many possible versions that might have been made from the same available footage: “The crux of this matter is the relation between the “framing” story of Jake Hannaford and the “framed” story, the film-within-the-film, featuring Oja Kodar…the reconstructors have erred on the side of dovetailing the latter inside the former in order to create a clear hierarchy of levels – a very “classical” decision taken for what is not (in my opinion) a very classical project. Could we imagine a version in which the two “films” that comprise TOSOTW stood more as equals or fought each other for supremacy more openly?”7 Martin’s intriguing question goes begging but must remain unanswered. The three men in charge of the reconstruction, perhaps wisely, chose a traditional approach that harkens back to Kane’s “classical” orchestration of tempic segments and scenes from a wide variety of genres that push against the classical order of the story arc but do not overwhelm it. The team that reconstructed the work chose a middle ground between Kane’s classical containment of a multiplicity of different styles and a more radical, avant-garde, destruction of classical order in favor of open ended episodic sequences, or perhaps the disintegration of narrative itself. While we will never know how Welles would have ultimately handled his final cut the editing team have given us the “best of all possible worlds” from the material, taking a safe middle ground.


The Fake Documentary

As in Kane, TOSOTW picks up the life of Jake Hannaford (John Huston) at its end and then works backwards using the “documentary” footage, shot by different crews, from his birthday party to reconstruct his last day on earth. Despite its formal complexity the plot of the film is relatively conventional. In the present, the early 1970’s, Hannaford, an aging, macho film director with a long history in Hollywood, is about to throw a 70th birthday party at his ranch house just outside Los Angeles in the desert. Hannaford is also looking for funds to complete his new film that he hopes will put him back in the forefront of the “new Hollywood” comprised of young directors such as Peter Bogdanovich and Dennis Hopper. As is customary in the Hollywood community the party is also an opportunity to screen the rushes and partially finished scenes to powerful people who have been invited that might provide the funding to finish his new work titled “The Other Side of the Wind” starring “the actress” (Oja Kodar) and John Dale (Robert Random). After a power failure forces the guests to a Drive-In to finish Hannaford’s screening, there is a final confrontation with the principal players and the film concludes as Hannaford’s film plays on the Drive-In screen in one of the deserts that surround Los Angeles.

TOSTH is, like Fake, a dense film with many layers; it has typically Wellesian overlapping dialogue that is at times purposefully hard to understand; it shifts with bravado from sarcastic asides to considered reflection, from flash pans to jump cuts; and it deploys radical shifts in tone and style. The central structure of the film consists of three alternating films. The first is an array of various documentary shots using different film stocks, lenses and aspect ratios coming from presumably different documentary filmmakers, some professional and some amateur, documenting Jake Hannaford’s birthday; the second is the film within a film that Hannaford has partially completed titled “The Other Side of the Wind” shot in saturated color 35mm film; and the third is Welles’ own crew, including the DP Gary Graver, on hand shooting TOSTW. This part of the film at times mimics the documentary approach, and at other times stages more conventional scenes using actor’s blocking and professional lighting set-ups that are sometimes visible in the shot. The three films are then orchestrated into very quick flash cuts, many under two seconds, that play off each other in a beautiful display of cinematic counterpoint.

Hannaford’s “The Other Side of the Wind” involves a young man, John Dale, who is hunting or being hunted by a young woman, “the actress,” in an empty film studio set, playing cat and mouse. The shots clearly mimic both the compositions of the New Hollywood such as Easy Rider (1969), Bonnie and Clyde (1967) and The Trip (1967) – including one very funny satire of psychedelic films that necessarily includes an orgy. The film also mimics the work of Antonioni and Godard, both name-checked later in the film.

Eventually the two young people come together and consummate their sexual passion inside a car at night in the rain – one of the most virtuosic scenes in Welles’s body of work. Dale, the actress, and a driver bounce around in the pouring rain at night in LA; although the scene could be anywhere as the pitch black night is only broken by occasional strong colored lights flashing by through the pouring rain hitting the wet windows that create an extraordinarily beautiful and powerful psychedelic effect that is both erotic and disturbing. The lights often shine directly onto the camera lens – breaking one of the cardinal rules in Hollywood – creating blinding flash outs of pure light. Welles then cuts on the rhythm of the wiper blades (like Hitchcock in Psycho, 1960) and Kodar’s long hair flying around the car’s tight quarters as the actors maneuver for space. The driver then enters into the scene, having become aroused, he goes after the actress and when she rejects his advances he ejects her from the car naked. Kodar ends up in a ditch in the pouring rain, exhilarated and disgusted. This incredible scene is indebted to Godard’s night drive sequence from Pierrot Le Fou (1965) but goes further in terms of his cutting, and in the use of transgressive content, having the woman be the aggressor, the man passive, and the drama that ensues between them be both dreamlike and nightmarish, with no clear dividing line between the two.

The games between Dale and the actress become progressively more dangerous and sadomasochistic until Kodar seems to engender the destruction of the studio sets that crumble to dust, including a large inflatable phallus – a kind of brother to Woody Allen’s inflatable breast in Everything You Always Wanted to Know About Sex But Were Afraid to Ask (1972). The absurd proceedings end in a Wagnerian storm in a Hollywood teacup with the actress walking off into the sunset – a parody of Antonioni’s Zabriskie Point (1970).


The Party and Its Guests

Brooks Otterlake (Peter Bogdanovich) is Hannaford’s most trusted acolyte and perhaps the man who can come up with the cash he needs, having become wealthy from his recent success directing a film that some at the party insist is a “copy” of older film classics – a charge also leveled against Bogdanovich’s Last Picture Show (1971) and Paper Moon (1973). Otterlake is, like Bogdanovich, a film scholar, and had started a book on Hannaford’s work that was interrupted by his sudden and unexpected success as a director. Bogdanovich’s career had started in the early sixties by publishing monographs on Welles, Hitchcock and Howard Hawks for MoMA – the first in-depth English language studies of their work. Bogdanovich then switched to directing films making Targets (1968) for Roger Corman’s company, the success of which led to The Last Picture Show, an American masterwork that mimicked John Ford’s classical style and that changed the careers of virtually everyone involved in the project.

Otterlake is there to lend support to the man he calls “skipper,” but inevitably a rivalry surfaces that Otterlake tries to put aside, being uncomfortable with confrontation; nevertheless it is made clear that the tensions that underlie their relationship have been there all along. Otterlake has uncovered some unsavory truths about Hannaford for his unfinished book, including an incident early in his career while his star was on the rise. Hannaford had consummated a brief affair with a young starlet in a hotel, and her husband, upon finding out, had confronted Hannaford, and later committed suicide by hanging himself from the hotel’s chandelier. The guilt on Hannaford’s part is unclear but no one who knows about the incident has forgotten it, and it remains a stain on Hannaford’s reputation.

Being a Hollywood party of course it gets out of hand. Hannaford unzips his pants to urinate, and simultaneously confronts Otterlake – man to man – to an impasse, as Otterlake refuses to fund the film himself but remains faithful, exclaiming “Come on Jake, they’re all idiots, you know that.” In frustration Hannaford gets a rifle and shoots the dummies that resemble Dale. He’s arranged them carefully around his property for target practice, and proceeds to blow their heads off. Interestingly he gives a rifle to the actress giving the impression that he’s taunting her to kill him, or at least to show her stuff and see what she can do with a gun, which she proceeds to do by shooting out the lights.

Ms. Kodar is made up to resemble a Native American, a typical procedure of the time now considered politically incorrect. Welles not only satirizes this convention, by putting it in quotes, but he bluntly puts the issue on the front lines when the actress is accosted by Hannaford, who derisively calls her Pocahontas, in a sarcastic, macho style, later adopted by an American president to describe one of his colleagues in the Senate. He then sets forth a tirade of abuse, explaining that his proud “honky” ancestors duly wiped out the American native population, in order to plunder the land and make a fortune, leaving behind little relics: bones taken from Native American ears as trophies and inscribed with funny sayings such as “I’m finally off the Reservation.” He then proceeds to hand one to the actress – a small ear bone that he suggests she can shove up her leading man’s ass. Kodar remains silent – as she is throughout the film – regarding him with contempt.

Another guest at the party is Matt Costello (Paul Stewart) the accountant who knows that bankruptcy is just around the corner. The part is superbly played by Stewart who was also in Kane playing the cold-eyed butler who wants cash for information leading to the meaning of Rosebud. In TOSTW Costello is just there to show his support – he knows the game is up. As played by Stewart, Costello seems to loathe the Hollywood “beautiful people” but can barely bring himself to articulate his contempt. Accountants, like butlers, know everything.

Zimmer (Cameron Mitchell) is the beleaguered production assistant who has been with Hannaford for his whole professional life. He is one of the first people we meet, loading party guests onto a school bus for the ride to the desert, along with some dummies that resemble Dale, ordered by Hannaford for that evening’s entertainment. Costello informs Zimmer that he’s been fired, but the invitation to the party is still on. Zimmer takes the blow philosophically. With typically Wellesian humor he informs guests wanting to get on board that there is a second bus “for the jazz musicians and the midgets!”

Perhaps the most moving part in the film is that of Billy Boyle (Norman Foster) who had worked with Welles before, as the director of the My Friend Bonito segment of It’s All True. Foster was a wily veteran with over one hundred credits as an actor and a director. Billy is Hannaford’s long serving right hand man – the “fixer” who is trusted to do whatever it takes to get the job done. He is one of the few people in the party who loves Hannaford, and will do anything to make his career get the re-start it desperately needs. The main job that he’s been trusted with is to show the unfinished cut of “The Other Side of the Wind” to Max David, a powerful producer, modeled on Robert Evans. Billy reminds Max of their beginnings as actors in the “old Hollywood,” while Max is typically unresponsive and non-committal – he also clearly hates Hannaford’s film, finding fault with its disjointed continuity, its flashy want-to-be hipness, and the looks of the androgynous Dale. Despite the protests Billy soldiers on. Predictably Max’s one interest in the film centers around the actress.

Mavis Henscher (Cathy Lucas) is a blond teenager who is Otterlake’s mistress and at some point during the party becomes involved with Hannaford who senses a power move, handing Otterlake a psychological blow that he seems to take in stride – another Hollywood tradition. Mavis’ part was modeled loosely on Cybil Shepherd, who was in her twenties when involved with Bogdanovich professionally and as a couple; but the role is also modeled on several underage mistresses of well known directors of the period, including Woody Allen, who would later immortalize his liaison with an underage girlfriend in Manhattan (1979). Welles treats the relationship between Hannaford and Marvis with typical sarcasm as Mavis excuses herself from the outing to the desert claiming she has to attend High School, while Hannaford, with a vicious grin, promises to write a note to her teacher.

The last crucial guest is Julie Rich (Susan Strasberg) modeled on the critic Pauline Kael. While Rich surveys the party guests, Strasberg plays the role with gusto, like a shark suddenly finding itself in a tank full of slow prey. Kael was the highly influential film critic for The New Yorker, a magazine, then and now, devoted to the cause of belles-lettres (such as it is), that espouses the range of opinions within the top brass of America’s cultural ruling elite. Her takedown piece on Welles, Raising Kane (1971), denigrated his contribution to the landmark film and championed the screenplay’s co-writer Herman J. Mankiewicz, who after Kane went on to write screenplays for mediocre, sentimental films within the Hollywood system such as The Pride of the Yankees (1942) and Christmas Holiday (1944).

Late in the film, when the characters, tired and a little drunk, are confronting each other for a final time at the Drive-In, Julie Rich – clearly baiting Hannaford – suggests that earlier at the ranch during the shooting of the dummies he gave the actress a rifle so she could kill him and thereby commit suicide by dying, literally, in a gunfight with a Native American. One of the guests comes to his defense and asks Rich just what she means by that accusation. Hannaford intercedes: “…even if she doesn’t know what she means, she’s going to tell us.” That is the one instance where it is clearly Welles speaking through Huston, but to his credit, Welles gives the last word to Rich. She reminds Hannaford of the incident at the hotel where he seduced a young actress and then had a confrontation with her husband, who subsequently committed suicide. Rich suggests that the brief liaison with the woman was staged so he could have a confrontation with the man which is where his true interest was located. Her psychological profile of Hannaford is a form of the Don Juan syndrome where the true objective is not simply sex with many women but deadly confrontations with fathers and husbands that would eventually bring about his own destruction. Continuously having to prove one is not impotent and killing “the father” in the process is a loosing game – from Mozart/Da Ponte’s Don Giovanni (1787) to Fellini’s Casanova (1977). Hannaford’s response to her charge is to fly into a rage and physically attack Rich, which strongly suggests her hunch is right.

There is also a cadre of academics on tow, led by Joseph McBride, who had written a superb book on Welles in 1972 for the “Cinema World” series, but Welles generally was skeptical when it came to academics, perhaps from having been burned more than once. He satirizes them from the beginning of the film when they accompany Hannaford in his convertible on the way to the desert ranch, with Otterlake and a raggedy documentary crew in tow. A student crammed in the back seat of the convertible asks Hannaford if the camera eye is a reflection of reality, or is reality a reflection of the camera eye – or is the camera merely a phallus? These questions, to some degree, were taken seriously at the time in academic institutional literature, particularly within the school of Semiotics and film studies, as well as within Godard’s circle in Cahiers du Cinema. Hannaford’s only answer is that he needs a drink, and he is quickly offered a Long Island Iced Tea that he accepts, despite the fact that he’s driving.

In the car Otterlake plays some tapes of Hannaford, from the hours of interviews that he’s done for his unfinished book. We find out that Hannaford’s father, like Hemingway’s, committed suicide; that he discovered Dale by “rescuing” him from drowning while on his yacht, but later it’s discovered that Dale had faked the scene to get into Hannaford’s circle; and we find out that Hannaford shared his first apartment in Hollywood with a leading man of the time with whom he used to wrestle. Doubts about Hannaford’s sexuality surround him despite, or because of, his highly groomed, self-conscious, macho persona.

Later at the party we meet the character of Dr. Burrows (Dan Tobin) an English professor working in a small exclusive private school for boys – not unlike the school that Welles attended as a boy – who has his own uneasy past history with Dale that is questionable. Tobin uses his physical comedic skills to devastating effect, squinting his nervous eyes and always shifting as if uncomfortable in his own skin. Of course Hannaford delights in torturing him. The stage for the party is set as the remaining players are friends in the film community: Claude Chabrol, Stéphane Audran, Curtis Harrington, Henry Jaglom, Paul Mazursky, and Dennis Hopper, along with various celebrities and hangers on who kindly play themselves, or caricatures of themselves, for the various roving “documentary” cameras.

In the after-party John Dale finally makes an appearance and Hannaford offers him a Porsche as a present – another Hollywood tradition. Dale refuses, and by implication rejects Hannaford’s advances that are never fully articulated. Hannaford then drives off with the sports car and crashes it and dies in what is probably a suicide. The film then returns us to the Drive-In where we see the last of “The Other Side of the Wind” as Hannaford’s voiceover wonders openly about the nature of cinematic realism and its negative, perhaps even devastating, psychological effects on those involved – although it’s hard to know how to take Hannaford’s condemnation as almost everything he has said in the film is either a sarcastic rejoinder, a lie, or an obnoxious comment that was out of line – Welles again leaves it an open question.


Michel Legrand

The music by Michel Legrand is one of his best late scores – at times forlorn appropriately quoting Georges Delerue’s score for Godard’s Le Mepris (another film about the end of cinema) but at others sarcastic – taking Welles’s cue by mimicking bombastic Hollywood scores, space age pop, or easy listening jazz. Legrand was hand picked by Welles but was not able to finish his score until 2016 when a cut of the film was available. They had collaborated successfully before in Fake, becoming friends, and Legrand put everything he had into it knowing it would be their final collaboration.


John Houston as Jake Hannaford

The role of Hannaford, arguably the greatest performances in Huston’s career, is clearly indebted to Welles for style, with his big cigars, imposing beard and braggadocio style. Huston is an inspired casting choice as he was actual Hollywood royalty from its golden age, and he knew where all the bodies were buried. His face and figure, as James Naremore points out, was that of an “imposing, rangy figure with a booming, theatrical voice and the drawling manner of a courtly tough guy. He wears a hunting jacket and the craggy lines on his weather-beaten face bespeak outdoor activity and occasional fisticuffs. His broad, captivating grin can seem both charming and vaguely threatening…”8 Nevertheless Hannaford is neither Welles nor Huston as his film “The Other Side of the Wind” is a ridiculous, naïve, pretentious, and shallow mish-mash from any angle and even his partygoer friends know it – when someone notices that the reels being shown are out of order another guest suggests that it doesn’t really matter. Welles had a lot of fun mimicking the New Hollywood with absurd shots of semi-naked people running around pretending to be in a hurry, often with motorcycles or exotic cars that seem like props from the studio back lot, looking like they are in a fashion photo shoot – perhaps out of Antonioni’s Blow-Up (1966) – but one that has clearly gone on past its sell date.

Hannaford’s hyper macho style, always with a drink and a cigar, hides the fact that his repressed bisexuality no longer has a reason for remaining in the closet – the game’s already up and the partygoers could care less. Hannaford finally confronts his homosexual longing by expressing his emotions to Dale, but of course it’s too late. Hannaford’s failure, like Kane’s, is not merely one where their empires collapse around them, or their love life goes sour. There is a far more serious problem at stake – it’s a failure to connect on an emotional, intimate level with another human being.

Welles and Huston met up many times in the course of their careers in the old Hollywood, when it was a small industry town not much larger than Las Vegas is today. Welles replaced Huston on The Stranger (1946) when he bowed out, and then they reversed roles when Huston replaced Welles in Moby Dick (1956). They understood “the industry” (as the locals call it). Despite the fact that both men were associated with a number of beautiful women, and clearly had an appetite for sex, they were also reticent to show it on screen. Welles was linked to many famous actresses in the forties including Dolores del Rio and Rita Hayworth, whom he married, but he never shot a sex scene, even after the termination of the infamous Hays Code. That reticence changed with his encounter with Kodar, who seems to have opened up the possibilities for the depiction of sex on film in a way he had not considered, that is as comedy, or tragi-comedy, or as theater of the absurd, or, as Balzac would have it, as a “human comedy.” The humor inherent in intercourse and sexual need opened the door and it proved a turning point – we can see the transformation in the sly, mischievous sybaritic scenes at the party and the night drive in the rain.


Welles and Antonioni’s Zabriskie Point

Hannaford’s ranch house was a large mansion in the deserts of Carefree, Arizona, that Welles conspicuously chose despite the difficulties of transporting his cast and crew to the remote location. That ranch is nearby the house in Zabriskie Point and closely resembles it in terms of architecture and landscaping. In both TOSTW and Zabriskie Point the surrounding space, looking like a lifeless planet, comes to stand in for the expansive post-apocalyptic deserts that surround Los Angeles. By staging the party in that location Welles clearly is performing a critique of Antonioni’s film, suggesting that the sexual component of humans is too complex and full of contradictory, sometimes destructive, emotions for Antonioni’s fashionable, but trifling, hippie daydream. When Hannaford shoots the dummies he has brought with him, that resemble his new love interest, he is clearly responding to his own conflicted homosexual desires and guilt-ridden pathological aggressions. The shattered dummies are then made to resemble the orgy sequence in Zabriskie Point, using colored filters. Welles never shied away from the dark side, as we see in the final confrontation between Hannaford and Otterlake – he was always a master of confrontational scenes between powerful men, right from the beginning with Kane – and Bogdanovich and Huston are up for the showdown.


A Rough Magic

After the screening of Hannaford’s film shuts down due to technical difficulties the party moves to a local Drive-In where Hannaford has a final confrontation with Otterlake as their friendship stands on an abyss. If we consider Welles’ long relationship with Shakespeare Otterlake is Henry, the future king of England, to Hannaford’s Falstaff, the man whose time has passed him by. Otterlake is the “young buck now worth approximately 40 million dollars…”who loves Hannaford but cannot save him because he must consider his own future throne and its responsibilities. Their final confrontation is shot using none of the bravado flash cuts, shifts in tone, or film stock; rather, it is done in straightforward close-ups with eye-line match cuts, straight from Hollywood’s classical style.

We see Hannaford at the Drive-In by himself, in his car as if underwater, moving in a haze, drunk and smoking a cigar, oblivious to his film – clearly he realizes it is a work that he will never finish and perhaps it’s for the best. Otterlake approaches him with a line from Shakespeare’s The Tempest. I quote the scene in full as it is the heart of the film:

Otterlake (watching the Drive-In screen): “But this rough magic he here abjures.” Take back the last it doesn’t fit…

Hannaford: What does abjure mean? You went to Harvard.

Otterlake: Give up.

Hannaford: Is that a suggestion?

Otterlake: “Abjure” – he knows what it means.

Hannaford: I gave up in the seventh grade – how about you?

Otterlake: Never, not even then, and I didn’t learn my Shakespeare at Harvard.

Hannaford: Mr. Otterlake here wanted to be an actor, then he saw one of my films – we all read the interview.

Otterlake: “He is a rough magician” isn’t he?

Hannaford: (pause) You can kiss my sweet ass.

Otterlake: What did I do wrong daddy? …“Our revels are now ended.”

Their relationship is at an end. Otterlake’s first lines “But this rough magic he here abjures” is considered part of Shakespeare’s goodbye to the theater, in what would be his last play. While the line refers literally to Prospero’s vow to abandon the magical transformative powers of his art and to settle down and be a mortal human being, it is also a metaphor for Shakespeare’s own powers to raise the dead (Antony and Cleopatra, Henry V…) and to remake the world to suit his purpose – in effect a “rough magic” – that he now brings to a close. Otterlake’s reference to Hannaford as “daddy,” replacing “skipper,” closes that chapter in his life. Hannaford is at endgame – there is a new king in the land of Hollywood and Hannaford’s time is up. Otterlake’s closing line, “Our revels are now ended,” is also from The Tempest. It’s the beginning of one of Shakespeare’s most beautiful stanzas that happens near the end of the play, act 4, scene1:

Our revels now are ended.

These our actors as I foretold you, were all spirits and

Are melted into air, into thin air:

And, like the baseless fabric of this vision,

The cloud-capp’d towers, the gorgeous palaces,

The solemn temples, the great globe itself,

Yea, all which it inherit, shall dissolve

And, like this insubstantial pageant faded,

Leave not a rack behind.

We are such stuff as dreams are made on,

and our little life is rounded with a sleep.

James Naremore, The Death of the Auteur: Orson Welles’s The Other Side of the Wind, Cineaste  Vol. XLIV, No. 1


Robert Carringer, The Making of Citizen Kane, University of California Press, 1996



Tom Gunning, Picasso, Braque, and Early Film in Cubism, Pace Wildenstein, 2007



Andre Breton, Manifestos of Surrealism, University of Michigan Press, 1969



Virginia Woolf, Mr. Bennett and Mrs. Brown, Selected Essays, Oxford 2009



Orson Welles & Peter Bogdonavich, This is Orson Welles, Da Capo Press, 1998



Adrian Martin, The Challenge of Narrative: Storytelling Mutations Between Television and Cinema, Cineaste vol. XLIV, No. 3



James Naremore, The Death of the Auteur: Orson Welles’s The Other Side of the Wind

George Porcari

Contributing Writer

George Porcari is a writer, photographer and artist born and raised in Lima, Peru, and based in Los Angeles. He has been publishing and exhibiting his work since 1988, some of which can be seen in his website lightmonkey.net.

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