‘Boogie Nights’: Paul Thomas Anderson’s Priceless 155-Minute Film School

Heather Graham and Paul Thomas Anderson on the set of Boogie Nights © New Line Cinema, Lawrence Gordon Productions, Ghoulardi Film Company, Getty Images


By Sven Mikulec

Had it not been for his inclination for porn films during his formative teenage years and one specific ‘A Current Affair’ article on adult film star Shauna Grant’s romanticized journey to Hollywood, accompanied—it goes without saying—by his passion for filmmaking developed from the early days, Paul Thomas Anderson’s sophomore feature film wouldn’t have been the story of Eddie Adams, a good-looking high-school dropout who takes the name of Dirk Diggler and achieves huge success in the adult film industry. Boogie Nights, the movie that really opened doors for Anderson and set him on the path he still treads today, was a big critical success when it opened in the fall of 1997. It was a project that Anderson had conceived and been developing for a long time, stemming all the way from his high school mockumentary called The Dirk Diggler Story, a 32-minute account of a fictitious porn star’s career and life inspired by Rob Reiner’s 1984 brilliant This Is Spinal Tap.

Having shot the film with his friend Michael Stein, Anderson contemplated expanding this little bizarre universe he created, and after his work on his debut film was finished, he was ready to take the next step. Due to constant rough clashes with the studio on his first feature Sydney, ultimately ending up in theaters as Hard Eight, Anderson was confident about what exactly he wanted and what he would never allow himself to do again: compromise. On Hard Eight, where he failed to have the final cut, he was literally expelled from his own editing room. Never again, Anderson decided, and considering several key factors, such as the astonishing fact he was only 26 at the time and the very topic of the film: the porn industry, it’s quite a miracle he managed to get away with it, almost fully in control of his vision. It was a fortunate thing he met and saw eye-to-eye with Michael De Luca, the New Line Cinema executive prepared to put his faith in a fresh face in Hollywood’s directorial circles. “It was easier for us to take chances with new people than compete for the already-established top-five directors in town,” De Luca explained later. “We tried to zig when the majors zagged.” Adamant in his demand that the film lasts over three hours and that it gets an NC-17 rating, constantly reminding everyone involved the project was nowhere near the mainstream vein of contemporary filmmaking, Anderson finally had to give in, as De Luca requested he either shortened the picture or conceded to an R rating, of which Anderson chose the latter. But the risk that both De Luca and Anderson took when they shook hands paid off, as Boogie Nights was universally hailed as a thoughtful, inspiring piece of cinema, welcomed with arms wide open despite its raunchy, juicy subject only seemingly inappropriate for the conservative American audience.

Even though Mark Wahlberg did an excellent job as Boogie Night‘s protagonist, consequently propelling himself as a true, sought-out talent in the film business even more so than he was in the modeling and hip-hop circles, it was actually Leonardo DiCaprio who Anderson had in mind when he started the casting process. Anderson had seen The Basketball Diaries with both DiCaprio and Wahlberg starring, but since he was dedicated to making James Cameron’s record-breaking Titanic, DiCaprio recommended his colleague to Anderson. Realizing Wahlberg desired to break out from the Calvin Klein-wearing poster boy image, Anderson gave him the lead, while the rest of the cast was soon filled with respectable names attracted to the project first and foremost thanks to Anderson’s brilliant script. Burt Reynolds agreed to do it, even though he was less than enthusiastic about the film’s subject, William H. Macy was so impressed by the screenplay and Anderson’s Hard Eight he admitted he would “do the Yellow Pages as long as Anderson’s directing,” Philip Seymour Hoffman was happy to do it because he saw a challenge in figuring what his character was about, Luis Guzman called the script “the most amazing thing he ever read in his life,” and then there’s the great Julianne Moore, Heather Graham, Don Cheadle, John C. Reilly… We could go on and write an essay about how fresh, intelligent and daring Anderson’s collaborators deemed Boogie Nights to have been. And it was: when Anderson explained that the apparently lewd film was actually a story about family and the sense of belonging, it wasn’t far from the truth.

Boogie Nights deals with the rise and fall of the porn industry, the behind-the-scenes everyday lives of these tireless professionals, the lavish lifestyles many of them were able to pursue at least for a short time while they were on top of the world, but it’s also so character-driven, with such a well-developed script and displaying obvious storytelling mastery that it somehow comes off as sympathetic, human, humorous and made with obvious style and technical know-how, evoking the spirit of the seventies and paying great attention to recreating even the smallest details to bring life to a forgotten era.

Shot by Academy Award-winning cinematographer Robert Elswit, who has worked with Anderson ever since Hard Eight, scored by singer-songwriter Michael Penn, edited by the great Dylan Tichenor, who started as an apprentice on Robert Altman’s movies and went on to do great films such as Magnolia, There Will Be Blood, Brokeback Mountain and The Assassination of Jesse James by the Coward Robert Ford, Paul Thomas Anderson’s epic drama went on to garner three Academy Award nominations, did reasonably well at the box office by tripling its initial investment and, more importantly, showcased the surprising talent and determination of one of the few brilliant filmmakers of American contemporary cinema. Boogie Nights is one of the best films of the 1990s, riddled with amazing acting performances and beautiful, more or less obvious homages to the movies which motivated Anderson to grab a camera in the first place. “You can learn more from John Sturges’ audio track on the Bad Day at Black Rock Laserdisc than you can in four years of film school. Film school is a con, because the information is there if you want it.“ Take Paul Thomas Anderson’s advice seriously and explore every corner of Boogie Nights.

A monumentally important screenplay. Dear every screenwriter/filmmaker, read Paul Thomas Anderson’s screenplay for Boogie Nights [PDF1, PDF2]. (NOTE: For educational and research purposes only). The DVD/Blu-ray of the film is available at Amazon and other online retailers. Absolutely our highest recommendation.

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Livin’ Thing: An Oral History of Boogie Nights by Grantland’s Alex French and Howie Kahn. Illustrations by Alexander Wells.

Boogie Nights began as a teenage boy’s wet dream. Nearly a decade before its 1997 release, it was a fantasy to chase. The year was 1988. The boy was a precocious, plotting 17-year-old named Paul Thomas Anderson. He was growing up in Los Angeles’s San Fernando Valley, obsessed with the studios all around him. He wanted in and hustled plenty—sneaking onto sets, working a Betamax camera from the age of 12, filming everything—but he also gained entrée from his father, Ernie, who was famous from his voice-over work for ABC on shows like The Love Boat. The Andersons had a pool—where funny-guy actors like Tim Conway and Robert Ridgely frequently lounged, cracking jokes and pouring drinks—and their own Shetland pony. The absurd and the domestic were one and the same.

Anderson also became consumed by porn and the Bizarro Hollywood industry that claimed the Valley as its Fertile Crescent. His relationship to the material differed from that of the average high schooler. There was the fucking, sure. But the real seduction was in the imagined backstories, the circumstantial tragicomedies of the casts and crews, which inspired Anderson to write and film The Dirk Diggler Story, a 32-minute mockumentary-style short about the pursuit, delusions, and costs of fame.

When he was 26, Anderson’s first full-length feature, Sydney, had run into problems. The production company Rysher Entertainment made its own cuts to his Reno-set gambling story and released it under a different title, Hard Eight. During the process, Anderson squabbled with producers, barred them from the set, and refused to show any edited footage or make any significant suggested changes. But he didn’t have final cut and was eventually fired and locked out of his own editing room.

In the fallout, Anderson told a reporter that his experience on Sydney “created a sort of paranoia and guardedness in me that I’m glad I have because that will never, ever happen to me again.” When he set out to film Boogie Nights, it was with a resolve bordering on arrogance. Compromise wasn’t part of the plan. Still, after an intense production and postproduction period—one in which the director had to manage a cranky, confused Burt Reynolds and an untested, rapping underwear model named Mark Wahlberg—Anderson was forced once again to fight studio heads for his cut of the film.

But Anderson’s vision prevailed this time. Nearly 20 years later, Boogie Nights endures. For its beautiful portrait of nontraditional families; for Reynolds and Wahlberg, the surrogate father and son, who were never better; for Philip Seymour Hoffman, squeezing into character and breaking hearts; for its prodigy director sticking to his guns and nailing it; for John C. Reilly’s hot-tub poetry; for Roller Girl. Is everybody ready? This is the making and near unmaking of Boogie Nights. —Livin’ Thing: An Oral History of ‘Boogie Nights’


Paul Thomas Anderson interviewed by Kristine Mckenna & David Konow, Creative Screenwriting, volume 5, #1 (January/February 1998) & volume 7, #1 (January/February 2000).

On the eve of Magnolia’s release, Paul Thomas Anderson is clearly a happy man. Then again, it’s not every twenty-nine-year-old filmmaker who gets compared to Martin Scorsese and Robert Altman on his second film, gets final cut on his third, and is able to get Tom Cruise to work for peanuts. Yet Paul’s journey to where he is now wasn’t always so smooth. Paul Thomas Anderson was born in 1970 and grew up in the San Fernando Valley where Boogie Nights and Magnolia take place. Paul’s father was Ernie Anderson, a comic who played a wild horror-show host in the ’60s named Ghoulardi. Ernie would later gain fame in the ’70s as a famous voice-over announcer for ABC. His voice was instantly recognizable when introducing spots for America’s Funniest Home Videos, The Winds of War, Roots, and of course, The Love Boat. Ernie instilled a unique sense of humor, as well as a strong independent streak, which Paul carried with him into his filmmaking career. And as you’ll read here, Ernie’s antics would later inspire one of the most celebrated scenes in Boogie Nights.

In 1992, Anderson wrote and directed a short subject, Cigarettes and Coffee. After it played the Sundance Festival in 1993, he secured a deal with Rysher to make his first feature. He expanded Cigarettes and Coffee into a full-length film, which was then titled Sydney. Anderson’s dream come true of making his first feature turned into a nightmare when Rysher took the film away from him and retitled it Hard Eight, a title he still hates. In order to try to save his version of the film, he sent a work print to Cannes; after it was accepted into their competition, Rysher relented and allowed Anderson’s cut to be released. With the help of the film’s stars Gwyneth Paltrow and John C. Reilly, Paul raised $250,000 to finish Hard Eight, but Rysher dumped the film into theaters with little support and it quickly disappeared.

Boogie Nights also had its origins in a short subject, namely The Dirk Diggler Story, which Anderson shot on video at age seventeen. During his perpetual frustration with Hard Eight, he threw himself into writing an epic 300-page screenplay. The film would pay homage to the golden age of pornography, with its centerpiece being the rise and fall of a young porno star loosely based on John Holmes. Shortly after shooting wrapped, word got around that Boogie Nights was really the film to watch that fall. Variety wrote that Anderson’s “striking command of technique, bravura filmmaking, and passionate exploration of the possibilities of a new kind of storytelling recall the young Scorsese of Mean Streets.” Anderson was also drawing comparisons to Robert Altman during his Nashville period, and Steven Spielberg as he was coming into his own with Sugarland Express.

Boogie Nights not only showcased Anderson’s assured directing, but his strength in writing strong, three-dimensional characters. The film featured breakthrough roles for Mark Wahlberg, Heather Graham, and Don Cheadle, and not since John Travolta in Pulp Fiction had anyone made as fine a comeback as Burt Reynolds (many felt it was his best performance since Deliverance). The expectations were high for Boogie Nights to be the next Pulp Fiction, and while it didn’t get medieval at the box-office, the film’s popularity and its influence on a number of films that followed can’t be denied. Anderson also earned an Oscar nomination for Best Original Screenplay. Already everyone was wondering how Anderson would top Boogie Nights, but he kept his plans for the future vague, telling the LA Times, “I’m mostly thinking in terms of writing great roles for actors I love.” He also promised Details, with tongue firmly in cheek, “I’m gonna reinvent drama. Rashomon will look timid compared to what I’ll do next. I don’t know what it’s going to be about, but from the beginning of the movie to the end, nothing bad is going to happen.”

By late 1998, Anderson had finished his next screenplay, Magnolia. Throughout the making of the film, Magnolia’s plot and characters have been kept a closely guarded secret. Anderson was granted final cut of Magnolia, which guaranteed his innovative screenplay would make a smooth transition to the screen. Like Hard Eight and Boogie Nights, Magnolia follows a group of haunted lives intersecting with one another, this time during a twenty-four-hour period in the Valley. Again Anderson has written strong and unique characters that fuel great performances, the character Frank T.J. Mackey already generating much advance buzz and talk of an Oscar nod for Tom Cruise. Anderson hasn’t lost his appetite for risks: Magnolia takes plenty, including a spectacular freak-of-nature climax that proves once and for all, it’s not easy being green. Magnolia is a complicated, unique, and often painful movie that’s both uplifting and haunting. He subsequently wrote and directed Punch-Drunk Love (starring Adam Sandler). Creative Screenwriting spoke to Paul Thomas Anderson in 1998 and 2000 and found him as unique and thoughtful as his films.


What’s the most common mistake in written dialogue?
Complete sentences. Bad movie dialogue speaks in complete sentences without any overlapping or interruption, and avoids elliptical speech, which is truer to how people actually talk.

Did you consciously train your ear to be sensitive to how people talk?
I probably did when I was eighteen and was just starting as a writer. Actually my mission then was to rip off David Mamet, because I foolishly believed Mamet’s dialogue was how people really talked. It took me a while to realize that Mamet had developed a wonderfully stylized way of highlighting the way humans speak. People immediately think of dialogue when they hear Mamet’s name, but I think the strength of his writing is his storytelling—he uses very solid, old fashioned techniques in setting up his stories. House of Games, for instance, is one of the best scripts ever written, and it’s the story structure that makes it so brilliant.

When you’re writing dialogue, does it take on a life of its own and move in directions that surprise you?
Absolutely. I’m showing some of my cards here, but I often write scenes without knowing where they’re gonna go, and as I write I start acting and sort of improvising. It’s great when the scene takes on a life of its own and frustrating when it doesn’t, because the passages you have to labor over are invariably worse than the ones that seem to write themselves. This notion that writing happens in the rewriting is something I’ve never agreed with. I’ve always hated rewriting. Rewriting is for pussies! Send it out, zits and all, is my feeling.

What passage of dialogue in Boogie Nights are you most proud of?
The three scenes where Amber and Rollergirl are on a coke binge. This movie has many Achilles heels, but when I watch those scenes I put my ego hat on and say, “Okay, we nailed those scenes.”

How do you know how people on a coke binge talk?
I’ve done a lot of coke and had those insane conversations. I was struck by the dialogue in the scene where Mark Wahlberg’s character, Dirk, meets his sidekick, Reed Rothchild, played by John C. Reilly.

I get the impression you’re not a guy who hangs out at gyms, yet you had those ridiculous, “how much can you bench press?” gym conversations down pat; how did you learn gym dialect?
Just by knowing those kinds of guys when I was growing up, and loving the absurdity of those conversations. John [Reilly] and I have a similar sense of humor and we’ve spent hours riffing with dialogue and laughing. I wrote that scene to give John something he could have fun with.

How quickly does slang evolve? Was there language commonly used in the Boogie Nights era that would sound completely foreign to people now?
Probably not because pop culture is currently obsessed with the ’70s. So, although a word like “foxy” may be given an ironic spin now, it certainly isn’t foreign to us.


The rain of frogs at the end of the film was great. Several scenes in Magnolia refer to the book of Exodus in which there was a plague of frogs after Moses’s people weren’t allowed into the promised land. Was the rain of frogs a natural reaction to the turmoil that built up in the film?
Well, that’s certainly an element. There’s certainly a Biblical reference there, but I’d be a liar if I said to you it was written initially as a Biblical reference. I truthfully didn’t even know it was in the Bible when I first wrote the sequence. I had read about a rain of frogs through the works of Charles Fort, who’s a wonderful writer. He was the person who coined the term UFO, who wrote about odd phenomena. So when I read about the rain of frogs, I was going through a weird, personal time. I don’t want to get too personal, but maybe there are certain moments in your life when things are so fucked up and so confused that someone can say to you, “It’s raining frogs,” and that makes sense. That somehow makes sense as a warning; that somehow makes sense as a sign. I started to understand why people turn to religion in times of trouble, and maybe my form of finding religion was reading about rains of frogs and realizing that makes sense to me somehow. And then of course to discover it in the Bible and the reference that it makes there just sort of verifies it, like, “Hey, I guess I’m on the right track.”

Do you want everyone who sees Magnolia to have to interpret the scene in their own way and think what it could mean to them?
Absolutely. I’m normally not a big fan of that; I generally like to make my points. But there are some times where if you pull it off properly, you can put something on the plate of the viewer and go, “You know what? However you want to decipher this, you can.” And there absolutely is no wrong way. If you want to reference the Bible, that’s good; if you want to link it to something else you can. There’s a notion that you can judge a society’s exis- tence by the health of its frogs. There’s something about a frog’s health; the color of its skin, the texture, the wetness on its back, that’s an indication of how we’re treating ourselves as a society. So when you look around and see that all the frogs are dying or deformed, it’s sort of a warning sign about how we’re treating ourselves. The ironic thing is as I was thinking this up, I met with Phillip Baker Hall, who’s an actor I work with over and over again, and he asked, “What’s the next one about?” And I said, “Well, I can’t really describe much to you Phillip, but there’s this one sequence in the film where it starts to rain frogs.” He was looking at me and just nodding his head. Then I explained the history of frog rain, because it really does happen, it’s something that has happened many times. Then he said, “I have an interesting story. Just after the war, I was in Switzerland and I was in a rain of frogs.” I said, “What?” Phillip had been driving on a mountain pass in Switzerland and he said for about fifteen minutes it rained frogs. It was really foggy and the mountain road was covered in ice. The frogs falling was not the thing that freaked him out. What freaked him out was that his car could not get any traction and he was afraid he was gonna fall off the mountain! I just thought right then and there I gotta go through with this sequence.

Magnolia and Boogie Nights have a lot of great songs in their soundtracks. Do you write to music?
Absolutely. Even more with this one than ever before. This one was very specifically written to Aimee Mann’s songs. She’s a good friend of mine, she’s a wonderful singer and songwriter. In addition to a lot of great songs that have been released, I was privy to a lot of demo stuff she was working on at the time. So I had those to work off of. In a way, I sat down to adapt one of her songs. There’s a song called “Deathly” that she [wrote] and the very first line of the song is “Now that I’ve met you, would you object to never seeing me again?” Melora Walters says that in the movie. That sort of notion of being unlovable or being so fucked up you can’t understand how anyone could love you back was really important and really beautiful to me. It kind of made sense to me at that time in my life. I probably owe Aimee a ton of money for the inspiration she was to this movie.

You have final cut on Magnolia, and you’re certainly in an enviable position as a writer and director. A lot of people reading this could be on the verge of a break as a writer and are about to face the den of wolves that’s known as development hell. Do you have any suggestions or advice on how writers can empower themselves more?
Right off the bat, I want to say that my motto is: remember the power is yours. The power is in the writer. It seems that the writer has been so neutered lately that he’s forgotten that the buck starts and stops with him. I think that’s how I got to direct my first movie. Basically it was a bribery situation; it was, “I know that you like this script, but there’s no one else who’s going to direct it, and I own it.” I think to get paid for a script before you write it is just certain death, because you’re basically giving ownership to someone else. I think what most writers have to remember is they can not only have power of authorship, but if they really want to, they can have power of ownership. There’s a very big difference. Ultimately, it is my choice about who I give my script to. Anyone who is writing alone in their room, that is their material, that is their product, their copyright; they own that. Don’t give up easy: never fuck on the first date. However, I think I’ve only come to learn a lot of lessons because I got incredibly fucked. I’d made my first movie with a company I’d never met. I never shook hands with anyone at Rysher Entertainment, and it was the biggest regret of my life, because there was that small period of time where I had my first movie taken away from me. Ultimately I got it back, and what’s out in the world is my version, but I went through a movie being taken away from me, a movie being recut behind my back. I went through all of that, and it created a sort of paranoia and guardedness in me that I’m glad I have, because that will never, ever happen to me again. But I was so fuckin’ anxious to get my movie made, I would have gone anywhere. So it’s hard to say. Is it good advice to tell someone to hold out? Well, I sure wouldn’t have taken that advice when I was twenty-three years old and I could get my movie made. You’re gonna go where you can go, but if you can just remember that your brain is yours and they can’t own it, then it’s a really healthy thing.

What’s the most valuable thing you’ve learned about this movie business in the last two years?
I unfortunately learned that writing and directing a good movie is only fifty percent of my job, and that the other fifty percent is dealing with the people who finance it and get the movie seen. Because however good your movie is, it doesn’t mean shit if nobody sees it. It’s very odd, but the movie business is full of people who don’t love movies, and the more people I meet in this industry the more I want to run away.

How is having a hit movie different than you’d anticipated it would be?
I still feel like I don’t know the secret frat boy handshake. I was recently at Carrie Fisher’s birthday party, and they were all there—Jack Nicholson, Madonna, Warren Beatty, you name it. And sure, some people knew who I was and complimented me on the film, but I still felt like I wasn’t a member of the club.

Do movies shape the culture or merely reflect it as it already exists?
I think they shape the culture—and that, of course, means they have a responsibility to the culture. As a filmmaker, how much I feel the weight of that responsibility changes from one day to the next. If you feel it too heavily you’re probably becoming pretentious; if you don’t feel it at all you’re probably a jerk. —Paul Thomas Anderson interviewed by Creative Screenwriting



Filmmaker Paul Thomas Anderson talks about his film, Boogie Nights.


“In this 1994 memo from 20th Century Fox, three years before Boogie Nights would eventually be released, the studio is none too impressed with the 186 page first draft of the screenplay, giving it a grade of ‘Poor’ for both storyline and concept. Of course, we all know now that the project eventually landed at New Line, got made, established Anderson as a major director, showed that Mark Wahlberg had strong acting chops, and became an early career milestone for many of the actors involved. Maybe that draft changed, or maybe Anderson learned how to pitch it better, but in the end, Boogie Nights got made. For an interesting piece of cinematic history, read the memo below.” —Kevin Jagernauth




How does Forrest Gump have sex? Paul Thomas Anderson’s Boogie Nights, a story about LA’s porn movie industry and its stars, caused a storm when it was released two years ago. Fellow director Mike Figgis talks to him about sex on the screen, who it’s made for and why. —Interview: PTA & Mike Figgis


Boogie Nights Laserdisc commentary with Paul Thomas Anderson.

Open YouTube video


Paul Thomas Anderson’s ten films which influenced Boogie Nights (Aug ’98, Neon Magazine).



Illustration from Empire Magazine which gives a mini graphical play-by-play of the nearly 3 minute continuous shot that opens Boogie Nights. Courtesy of Cigarettes & Red Vines.



Boogie Nights 101 with commentary by Paul Thomas Anderson.


Paul Thomas Anderson provides commentary on selected scenes from the documentary Exhausted: The Real Story of John C. Holmes. This documentary was a major inspiration for Anderson when making Boogie Nights.


Writer and director Paul Thomas Anderson discusses how he creates great films like Magnolia, Boogie Nights and The Master with interviewer F.X. Feeney. Filmed on November 8, 2012.


Robert Elswit is one of the most accomplished contemporary cinematographers.


Bill Simmons is joined by filmmaker Paul Thomas Anderson and Ringer editor-in-chief Sean Fennessey to discuss the changing landscape of selling movies (10:00), dropping out of college to pursue filmmaking dreams (20:00), working with Burt Reynolds (35:00), the art form of DVD commentary (45:00), the comedic genius of Adam Sandler (54:00), the intense setting while shooting The Master (1:07:00), and writing scripts on Microsoft Word (1:18:00). —Paul Thomas Anderson on Pursuing Filmmaking, Loving Adam Sandler, and Making ‘Boogie Nights’


Dylan Tichenor, ACE, began working on films as an assistant to Geraldine Peroni (an American film editor) in the 1990’s. When Peroni passed away in 2004, Tichenor stepped to finish her work on Ang Lee’s Brokeback Mountain. Tichenor was first credited with Paul Thomas Anderson’s Boogie Nights, for which he was nominated for a Satellite Award. Tichenor was nominated for two Oscars; one for his work on Anderson’s 2007 film There Will Be Blood and one for co-editing Kathryn Bigelow’s Zero Dark Thirty with William Goldenberg, ACE. Some of Dylan’s other work includes Magnolia, The Royal Tenenbaums, Unbreakable, The Town, Doubt, The Assassination of Jesse James by the Coward Robert Ford, Whip It and American Made.


Here are several photos taken behind-the-scenes during production of Paul Thomas Anderson’s Boogie Nights © New Line Cinema, Lawrence Gordon Productions, Ghoulardi Film Company, Neal Peters Archive, Kobal Collection, Getty Images. Intended for editorial use only. All material for educational and noncommercial purposes only.


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