How John Schlesinger’s Homeless and Lonesome ‘Midnight Cowboy’ Rode His Way to the Top and Became the First and Only X-rated Movie to Win a Best Picture Oscar


By Koraljka Suton


A friend of mine, an American painter living in London, had read the book and suggested that I look at it. I read it and thought ‘If I’m going to make a film in America, then this is the one that I want to do.’ David Picker of United Artists had issued a kind of blanket invitation, saying “When you find something you want to do, do bring it to us.” So Jerry Hellman, who was a producer I knew, and I brought the book to David, who agreed to do it if we could keep the budget low enough. You couldn’t make ‘Midnight Cowboy’ now. I was recently at dinner with a top studio executive, and I said, ‘If I brought you a story about this dishwasher from Texas who goes to New York dressed as a cowboy to fulfill his fantasy of living off rich women, doesn’t, is desperate, meets a crippled consumptive who later pisses his pants (…) would you—’ and he said, ‘I’d show you the door.’John Schlesinger

Although highly controversial at the time, British director John Schlesinger’s daring, unconventional but primarily profoundly moving and honest film Midnight Cowboy managed to ride its way to the very top in 1969, despite all conceivable odds. After having made the hit movie Darling in 1965, which was nominated for three Academy Awards, earning the director his first nomination and winning Julie Christie the golden statue, London-born Schlesinger was set on making a picture in the United States. Despite his success, he was inherently a double outsider in his country, seeing as how he was both Jewish and gay. And as a gay Englishman who came to the States and suddenly wanted to do a movie about New York, that status did not change. While working on Darling, Schlesinger read Midnight Cowboy, a novel including a few sex scenes between men, written by James Leo Herlihy. Having liked the book, the director wanted to make it in collaboration with his producer Joe Janni but the latter asked Schlesinger whether he were crazy, proclaiming the source material “faggot stuff” that would surely destroy his career. Although disheartened, Schlesinger did not want to give up on the prospect of turning the novel into a motion picture, so he called producer and friend Jerome Hellman, whose project for the production company United Artists he had previously dropped out of. Hellman thought the material was great but was worried about the execution.

“I thought that the relationship between the two guys was something that would work. But that if there was any hint of homosexuality it would be a catastrophe. I was a little embarrassed to say that, because when I met John he was still carrying on this charade of being a straight man. In the little house on Peel Street, he had a guy living in the attic, but he never let me meet him. He told me I was not supposed to know that there was a guy scurrying in and out. So I knew he was gay, but he absolutely agreed with me [about Midnight Cowboy]. I said, ‘O.K., look, it’ll be very hard to get money for it—we’ll have to work for nothing—but I’d love to try to do it with you.’” —Producer Jerome Hellman


And try they did. Well-known author Gore Vidal was asked to write the screenplay, but he replied that the novel was crap and wanted to persuade Hellman and Schlesinger to go with one of his stories instead. The duo refused and temporarily found a suitable replacement in playwright Jack Gelber, but his first two drafts of the script did not seem to work for them. Luckily, they soon hired a more than suitable candidate for the job, talented author Waldo Salt, who was reduced to working on television under a pseudonym due to being blacklisted for his “communist affiliations” back in the 1950s—Midnight Cowboy was the wind in his sails he had been waiting for. What Salt managed to pull off was a faithful adaptation, taking the movie’s most memorable scenes directly from the novel—dialogue included. But the most important thing he got right was placing the relationship between the two main characters, Joe Buck and “Ratso” Rizzo, front and center, which turned the script, and subsequently the movie, into a genuinely emotional, relationship-based social commentary on marginalized communities.

Joe Buck, a naive, wide-eyed and blond-haired cowboy fan from Texas decides to leave his job as a dishwasher and, dressed like his childhood idols, find his luck in New York, satisfying lonely and wealthy women in exchange for cash. His dreams of working as a hustler and the joy with which he approaches his journey—both the literal and the metaphorical one—resemble those of aspiring actors and singers, who strive to capitalize on their talents by becoming stars, recognized and adored by all. For Buck, listening to a radio show on his way to New York in which women describe what kind of a man they are looking for, only fuels his fantasies of the luck and prosperity that will come his way in the Big Apple, where his only talent—“lovin”—is going to be appreciated and optimally utilized. It never once occurs to him that hustling on the streets of NYC is not all that it is cracked up to be, and that there are not that many ladies willing to be taken to bed and billed afterwards, especially by someone in cowboy attire. Another thing that does not cross his mind is that, given his chosen line of work, gay men would be much more suitable and willing customers. New York quickly proves itself to be a fickle mistress, one that welcomes you with open arms, only to chew you up and spit you out after having its way with you. One such encounter proves to be rather serendipitous—upon meeting “Ratso” Rizzo, a homeless, limping con-man who dreams of moving to Florida, Joe starts to believe that his luck has changed and that he might have found his “manager,” only to be proven wrong soon enough. Despite getting off to a rough and fraudulent start, the two become unlikely companions, squatting together in an abandoned building with no electricity or heat and seldom earning a buck or two, courtesy of Rizzo’s pickpocketing talents and diversion tactics. Joe’s hustling career struggles to take off, with him managing to arrange just a couple of hook-ups, two of which are with men and none of which end happily for Joe and the other person.


Loneliness, a byproduct of marginalization that these two characters endure, oozes out of Midnight Cowboy’s every single frame, brilliantly filmed by first-time cinematographer Adam Holender—recommended to Schlesinger by Roman Polanski—whose camera captures the “gritty and realistic” microcosm that is the underbelly of NYC in the 1960s. The extent of the characters’ poverty is not an inconvenience conveyed through conversation or the occasional monologue, but is rather a given showcased by a number of situations depicting the two friends’ day-to-day lives. Both are highly delusional individuals—with Joe fantasizing about succeeding as a hustler and Rizzo daydreaming about a life in the Florida sun—and for good reason. Were it not for their delusions of a bright future that lurks just around the corner, slightly out of reach but still attainable, they would have given up on life a long time ago. It is their delusions that help keep the crippling feeling of loneliness at bay, enabling them to hold on to their sanity and their will to live. This kind of visceral portrayal is what enables Midnight Cowboy to be a truly triumphant piece of cinema, giving us one of the most heart-wrenching, raw and deeply empathetic depictions of homelessness we never asked for, but obviously badly needed. In many films, poverty is portrayed as an obstacle to overcome, a circumstance to be delivered from, a tribulation that is often a necessity if a protagonist is to be propelled into the life he is truly meant to live. But in Schlesinger’s movie, there is no “before” and “after.” In Schlesinger’s movie, the tribulation that is extreme poverty does not constitute the first plot point, but rather the entirety of the plot. In Schlesinger’s movie, there is no deliverance and no catharsis, just different variations and degrees of the status quo. We are given a glimpse into the hidden underworld of New York City in the 1960s (and any city of the world in any given decade, with homelessness being an occurrence as old as time), one which is very easy to shy away from and turn a blind eye to when walking the busy streets in pursuit of one’s own daily mission. But Midnight Cowboy makes it impossible for us to look away and unapologetically faces us with the facets of a homeless person’s experience we would rather not face, for they possess the power to reflect back to us our own fears regarding lack, loss and loneliness. What they also hold is the key to unlocking both our deepest gratitude for the lives we take for granted, and our endless capacity for feeling empathy, the state which enables us to take another human being as part of ourselves and walk a mile in their shoes, regardless of the fact that that person is but a fictional character on a silver screen.

This deep empathy that we have the privilege of experiencing, thereby expanding our own inner worlds and emotional capacities, is not only a result of the fantastic script that Waldo gifted us with, but also the actor’s terrific portrayals of these two relatable human beings. The role of the titular cowboy was initially given to actor Michael Sarrazin (They Shoot Horses, Don’t They?) but luckily for Jon Voight, the producers decided to go with him after all because Sarrazin reportedly wanted to be paid more. Voight, on the other hand, agreed to be paid “scale”—the Screen Actors Guild minimal wage—because he so badly wished to be in the movie. The story goes that the producers wanted to look at Voight and Sarrazin’s screen tests back to back in order to make their final decision. Casting director Marion Dougherty reportedly stated that Voight was clearly the better actor, and Dustin Hoffman, who had already been cast as Rizzo, apparently said the following after being shown the tests: “When I look at my scene with Michael Sarrazin, I look at myself—when I looked at my scene with Jon Voight, I look at Jon.”


When it came to the role of Rizzo, the first and only pick was Hoffman, who had, until then, managed to build up his all-American image thanks to the lead role in The Graduate two years prior. Schlesinger was the one who needed some convincing though, since Hoffman was hardly considered a character actor, with his performance in The Graduate not quite guaranteeing that he could pull off the role of the limping, coughing, scruffy Rizzo. Although the character is described in the novel as being “a skinny, child-sized man of about twenty-one or twenty-two… (a) little blond runt,” Jack Gelber had told producer Hellman that he had seen Hoffman in an Off-Broadway play called Eh? and thought the actor would be perfect for the role. Hellman went to see the play and was blown away by the one-character drama, thinking “Oh shit, this guy was born to play ‘Ratso’ Rizzo.” When meeting with Schlesinger and the producer, Hoffman took it to the next level so as to show that he would indeed be a good pick for the part—they were to meet on a Manhattan street corner and he showed up dressed in rags. Schlesinger did not even notice the beggar who was asking people for change until Hoffman revealed himself and got the part. But The Graduate director Mike Nichols tried to change his mind about accepting the role, thinking his performance would imply taking a few steps backwards, instead of forwards: “Are you crazy? I made you a star. This is an ugly character. It’s a supporting part to Jon Voight. What are you doing? Why are you sabotaging?” But Hoffman stood his ground and it ended up being one of the best decisions he had ever made: “The truth was, I saw The Graduate as a setback, because I was determined not to be a star.” Little did Hoffman know that he would become an even bigger star and also get his first Academy Award nomination, along with co-star Voight.

There was one scene in particular that went on to become a classic one and it was, according to Hoffman and Voight themselves, entirely improvised. It is, of course, the famous “I’m walking here!” scene, in which Buck and Rizzo talk while crossing the street when all of a sudden a cab almost hits Rizzo, who in turn starts hitting the hub and exclaiming: “I’m walking here!”

“They didn’t have the money to close down a New York street, so they were going to steal it. The camera was in the van across the street. It was a difficult scene logistically because those were real pedestrians and there was real traffic, and Schlesinger wanted to do it in one shot—he didn’t want to cut. He wanted us to walk, like, a half a block, and the first times we did it the signal turned red. We had to stand there talking, and it was killing us, because Schlesinger was getting very upset. He came rushing out of the van, saying, ‘Oh, oh, you’ve got to keep walking.’ ‘We can’t, man. There’s fucking traffic.’ ‘Well, you’ve got to time it.’ ‘Well, we’re trying to time it.’ It’s the actors that always get the heat. It was many takes, and then the timing was right. Suddenly we were doing this take and we knew it was going to work. We got to the signal just as it went green, so we could keep walking. But it just happened—there was a real cab trying to beat the signal. Almost hit us. John, who couldn’t see anything in the van, came running out, saying, ‘What was that all about? Why did you ruin it by hitting the cab? Why were you yelling?’ I said, ‘You know, he almost hit us.’ I guess the brain works so quickly, it said, in a split of a second, Don’t go out of character. So I said, ‘I’m walking here,’ meaning, ‘We’re shooting a scene here, and this is the first time we ever got it right, and you have fucked us up.’ Schlesinger started laughing. He clapped his hands and said, ‘We must have that, we must have that,’ and re-did it two or three times, because he loved it.” —Dustin Hoffman


And the audiences loved it too. But at certain points prior to award season, things were not looking so good for Midnight Cowboy. The movie was initially rated R, then the rating was changed to X (no admittance for those under 17) upon its original release in 1969. From today’s standpoint, that might seem highly exaggerated, but in those days, nude scenes and content that involved sex, drugs and implicit homosexuality were considered scandalous. The MPAA was especially not on board with the notion of youngsters witnessing the sexual adventures of the good-looking Buck who agrees to get a blow-job from a guy in exchange for money. The MPAA reportedly consulted with a Dr. Aaron Stern, a Columbia University psychiatrist, who cautioned that the homosexual scene “could have an adverse effect on youngsters.” It was his statement that allegedly made the MPAA give the first-ever X rating to a major studio film. And among those who had seen Midnight Cowboy in theaters were numerous people walking out particularly during the aforementioned, by no means explicit, scene. Such reactions even frightened the actors—Hoffman’s agent told him his decision to star in the movie may have “buried his career” and talked him into starring in the romantic drama John and Mary, a decision Hoffman later regretted: “They told me to appear in a love story where you look like a respectable person, because you could be finished otherwise. I was talked into doing a movie I wished I hadn’t done.” What later followed, hardly anyone could have predicted: Midnight Cowboy went on to receive seven Academy Award nominations and earned three wins—apart from Hoffman and Voight, both nominated for Best Actor, Sylvia Miles was nominated for Best Supporting Actress and Hugh A. Robertson for Best Film Editing, with the movie winning Best Adapted Screenplay, Best Director and, ultimately, Best Picture. This made Midnight Cowboy the first and only X-rated movie in history to have won an Oscar for Best Picture. Two years later, the rating was changed back to R without a single scene having been altered or cut.

Schlesinger’s film is, ultimately, not at all about sexuality, although it did break new ground in terms of its acknowledgment of various sexual preferences and practices, but rather about the importance of connection and true intimacy. In a world that gave them nothing and expected nothing from them, Rizzo and Buck were, to steal a quote from Cormac McCarthy’s The Road, “each the other’s world entire”—and we were given the opportunity to take a glimpse inside and really feel what it means to survive, as opposed to thrive.

Written by Koraljka Suton. Koraljka is a member of the Croatian Society of Film Critics and has a master’s degree in German and English. For her thesis, she did a comparative analysis of Spielberg’s ‘Band of Brothers’ and ‘The Pacific’. Koraljka trained at a Zagreb-based acting studio for six years and fell in love with Michael Chekhov and Lee Strasberg’s acting techniques. She is also a contemporary dancer and a Reiki master who believes in the transformative quality of art. Read more »



“Salt was famous for his snail-like pace, but when his draft finally came in, Schlesinger liked it. Still, it needed work. Schlesinger, Hellman, and Salt started meeting every morning at the beach house the director had rented in Malibu, and batted around ideas. In the afternoons, Salt went home and incorporated the morning’s work into the script. ‘It was like extracting teeth to get pages out of Waldo,’ says Hellman. ‘But when the pages came, they were tremendously exciting. This process lasted a long time, months and months and months of work.’ There was one key structural problem to solve: the filmmakers wanted to focus on the novel’s second half, after Joe Buck gets to New York, but what to do with the first half, which takes place in Texas? ‘None of them liked the standard flashback,’ recalls Jennifer Salt. ‘My dad sort of developed this notion of a ‘flash-present,’ where Joe Buck’s past is seen through his eyes in the present as memories.’” —Midnight Revolution

Screenwriter must-read: Waldo Salt’s screenplay for Midnight Cowboy [PDF]. (NOTE: For educational and research purposes only). The DVD/Blu-ray of the film is available from the Criterion Collection in a new 4K digital restoration, approved by cinematographer Adam Holender, with uncompressed monaural soundtrack on the Blu-ray. Absolutely our highest recommendation.

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This article by Alex Simon, John Schlesinger: His Best Next Thing, originally appeared in the March 2000 issue of Venice Magazine.

John Schlesinger is celebrated for his ability to elicit sensitive performances from his actors, a skill which draws on his own experience on the British stage in the 1950s. His style is also influenced by techniques he developed while directing TV documentaries—a period of his career characterized by extensive location shooting, tight production schedules and an emphasis on the role of editing in shaping narrative structure.

Schlesinger was born in London February 16, 1926, the son of a pediatrician. He first became interested in film at the age of 11, when he received a 9.5 mm movie camera as a gift. While serving with the Royal Engineers during WWII he made an amateur film, Horrors, and performed as a magician in the Combined Services Entertainment Unit. When he resumed his education in 1945 he immersed himself in the theater, joining the Oxford University Dramatic Society and soon becoming president of the Oxford Experimental Theater Company. (He would continue to direct for the stage, in between movie assignments, throughout the 1960s and 70s.)

From 1952 to 1957 Schlesinger worked in England, Australia and New Zealand, appearing in five feature films, acting in nearly 20 plays with various repertory companies and performing on TV and radio. During this period, a chance meeting with director/producer Roy Boulting catalyzed his interest in photography and filmmaking and led to the creation, with theatrical agent Basil Appleby, of a 15-minute documentary, Sunday in the Park (1956). The film brought Schlesinger a series of documentary assignments for the BBC. After a stint as a second-unit director, he was commissioned to make an industrial documentary of daily life in London’s Waterloo Station. The poignant result, Terminus (1961), achieved nationwide commercial distribution and earned him a Venice Festival Gold Lion and a British Academy Award.

Motivated in part by the festival success of Terminus, producer Joseph Janni offered Schlesinger his first shot at a feature film with A Kind of Loving (1962). The result was a critical and financial success which won the Golden Bear at the Berlin Festival and propelled its director into the front rank of young British filmmakers. In Billy Liar (1963), Schlesinger continued to examine the themes of inarticulate ambition and frustrated tenderness he had explored in A Kind of Loving. Both films showed the influence of the British Free Cinema (or “kitchen sink drama”) movement, with its emphasis on the constraints and restrictions of working-class life. Schlesinger then moved into very different terrain with Darling (1965), a flashy satire of “swinging London” that certified its lead actress, Julie Christie, as an international star when she won the Academy Award for best actress. Schlesinger followed this with a sweeping adaptation of Thomas Hardy’s classic Far From the Maddening Crowd (1967) starring Christie again, and Terrence Stamp.

Midnight Cowboy (1969) was perhaps Schlesinger’s greatest success commercially and critically, winning Oscars for best picture and best director and launching a long but rather turbulent Hollywood career for Schlesinger. Films such as the bi-sexual love triangle drama Sunday Bloody Sunday (1971), the vastly underrated adaptation of Nathanael West’s Hollywood novel The Day of the Locust (1975) and the classic thriller Marathon Man (1976) all bear witness to Schlesinger’s remarkable ability to weave meticulously observed, realistic backgrounds into his complex studies of human relationships.

Schlesinger’s later films have included The Believers (1987), a gripping contemporary horror story starring Martin Sheen and Helen Shaver, Madame Sousatzka (1988), about an eccentric London piano teacher (Shirley MacLaine) and her gifted young student, the thrillers Pacific Heights (1990), The Innocent (1993), and An Eye for An Eye (1995). Schlesigner most recently helmed a delightful adaptation of Stella Gibbons’ Cold Comfort Farm (1996) starring Kate Beckinsale and Ian McKellen.

Schlesinger’s latest effort is the comedy-drama The Next Best Thing, starring Madonna, Rupert Everett and Benjamin Bratt. Madonna plays a yoga instructor who is devastated after a nasty break-up with her boyfriend. When her gay best friend (Everett) accidentally gets her pregnant, she decides to have the child, and the three as a happy, if unconventional, family. Several years later, when Madonna falls in love with überhunk Benjamin Bratt, complications ensue when she and Bratt decide to marry, and move the boy with them to New York. John Schlesinger sat down with Venice recently to reflect on his remarkable career.

Many of your films have featured up-and-coming talent. Can you tell us about working with Benjamin Bratt?
We took our time (casting the role). I had seen him in Law & Order and thought he was rather serious, never smiled, rather mournful at times. But he came out and read absolutely brilliantly for us. The light side of the character was there. It was very obvious that all our preconceived notions went out the window, which is what happens in casting quite often, and one of the delights of making movies. Jon Voight, for example, was all wrong for me as Joe Buck initially, then he just came round to it from tests, and things like that.

This isn’t the first film you’ve done that dealt with gay relationships. Midnight Cowboy, and particularly Sunday Bloody Sunday, very honestly portrayed homosexuals. Do you think society has become more accepting of the gay lifestyle in the 30 years since those films?
Yes, I think it has. I still think there’s an awful lot of prejudice and I think that AIDS, seen by many as a “gay disease” even though it clearly isn’t, has not helped at all. I hope this film will bring some understanding of that, as well, since we address the issue.

Tell us about your background.
My father was a pediatrician. I suppose I was always drawn towards the arts. It was encouraged in the family. My father met my mother in a children’s orchestra. He played the cello and my mother was a violinist. So musically, the family was encouraged. I was the eldest of five and we all played instruments. During the second World War, my father was in the army in India, and we’d send him records that we’d all made, to show how our music was progressing. They gave us a very good musical upbringing, taking us to opera, festivals, and so forth. So I was very privileged in that way to have parents who were that committed to the arts. It was a happy childhood, really.

When did your fascination with film begin?
I suppose when I was in school. I was very interested in film and theater. I never thought I was going to get involved the way I have done, but I made various amateur films when I was at university (Oxford). During my vacations, we made movies which got some attention critically and the opportunity to go to work for Ealing Studios presented, then taken away because they didn’t really have a vacancy. It was a long time before I really got into (making films) professionally. I became a researcher and assistant director on a British documentary about cheese! (laughs) It was one of my first professional jobs. Then I got the opportunity to go to the BBC and make documentaries for magazine programs. I worked on a documentary series about Winston Churchill and interviewed all these high-ranking members of the military brass who were just incredible prima donnas! (laughs) Then I bummed around in the profession for years before I settled. I never would have been a good corporation man at the Beeb (BBC). Never would have been able to adapt to that corporate attitude.

Was there one film you saw as a young man that inspired you to become a filmmaker?
No, it wasn’t like that. There are dozens of famous films I’ve never seen. Then you have someone like Marty Scorsese who’s devoted his life to seeing every film imaginable. He’ll call me up and say “I just saw this amazing film with Rex Ingram!” (laughs) I could never be like that. There are other things I enjoy far too much, like opera, like ballet, like music. I want different experiences because they all inform each other.

A Kind of Loving was your first feature.
Yes, it was a great success. Won the Golden Bear at Berlin and started an association I had with a wonderful producer called Joe Janni. He’s dead now, but we made six films together and it was wonderful at the time. I was fond of that film, but Billy Liar, my second film, far eclipsed it.

That film introduced both Tom Courtenay and Julie Christie.
Yes, it was. I had made a documentary called Monitor for the BBC about the Central School of Acting in London. Julie was in one of the classes. She wasn’t in the film, but we noted her. She was very striking. When we came to cast Billy Liar, there we were in Joe Janni’s office, and there was a magazine which Julie was on the cover of. I pointed at it and said ‘Someone like her,’ not recognizing her. She came in and tested, twice, and we turned her down. I didn’t think she was “earth mother” enough. The other girl who we cast got ill during the first week of shooting and had to drop out. So we went back to the tests and saw Julie, and thought ‘My God, we’re mad! Why didn’t we cast Julie?’ So we put her in and that’s how it happened.

Since we’re talking about Julie Christie, let’s talk about Darling.
The genesis of that was a conversation we had with a journalist called Godfrey Winn, who played the man in Billy Liar who played all the records on Housewives’ Choice. He was quite a character. He told me a story about a syndicate of show biz people who’d rented a flat for a kind of call girl to live in, to whom they all had access, and how she eventually threw herself off the balcony, in Park Lane. We thought that was an interesting premise, but we veered very far away from it. Freddie Raphael came on board to write his script and it was total fantasy. Joe Janni said, ‘I know a girl who I’d like you to spend time with and follow around, who’s the perfect type for this movie.’ So we spent a lot of time with this girl, and finally a script based to a certain extent on her life, was produced by Freddie, which was much closer to the mark. And we went ahead and made it.

Dirk Bogarde, who died last year, was also wonderful in that film. He was also an accomplished author, painter, a real renaissance man. Tell us about him.
He was wonderful and was very nice to Julie during the shoot. He became rather a bitter older man, I don’t know why. But he was very embittered. We rather fell out as friends, which is sad, but it happens. Julie still remains a good friend of mine. As was Laurence Harvey, who died far too young.

Tell us about how Midnight Cowboy came about.
A friend of mine, an American painter living in London, had read the book and suggested that I look at it. I read it and thought ‘If I’m going to make a film in America, then this is the one that I want to do.’ David Picker of United Artists had issued a kind of blanket invitation, saying “When you find something you want to do, do bring it to us.” So Jerry Hellman, who was a producer I knew, and I brought the book to David, who agreed to do it if we could keep the budget low enough.

Parts of it were improvised, right? Like Hoffman’s famous “I’m walkin’ here!” bit.
I don’t know that that was improvised. I think we got an extra inside a cab and did it. I can’t swear to the fact that it was in the script or not, but I don’t think that was improvised.

Waldo Salt, who did the screenplay for Midnight Cowboy, was a fascinating character. Talk about a man who could have been embittered (from the Blacklist).
He never was. Never was. He chose to be amused by the memories of it all. He was great to work with and I loved him dearly. He also did Day of the Locust for us.

Let’s talk about Day of the Locust, which is a wonderful, very underrated film.
Thank you. It’s one of my favorites, as well. I was fortunate to have wonderful designers. We got Richard MacDonald out here to do it. Driving from the airport to his hotel, he did a little tour. He said, “I’ll tell you what my impression of L.A. is: it’s tied together by telegraph wires with bizarre architecture.” He did a marvelous job, with Ann Roth doing the costumes… the final scene, the riot, took about 10 days to shoot. We used three stages at Paramount, linked together with black plastic. The fumes from the cars was one of the problems. But it was very exciting to do.

Marathon Man is one of my favorite films. It had a wonderful sense of foreboding. Was Hitchcock an influence on that film?
Well, I can’t say I was imitating him, although I’m accused of it. You can’t help but be influenced by his mixture of humor and suspense. I hadn’t done a thriller up to that point, and I loved doing it. I got very hooked on making suspense pieces after that. It’s a game you play with the audience that’s unlike any other kind of filmmaking.

There are all the legends of Olivier and Hoffman clashing. How much is truth, and how much is legend?
I think that Olivier didn’t want to improvise and Hoffman did. And it’s true, Olivier’s line “Why doesn’t he just act?” that he said to me, not Hoffman, happened, because Hoffman was trying various acting techniques to appear out-of-it during the dental scenes. When I looked at the dailies I realized there was no reaction from Hoffman’s eyes, so I had to completely reshoot all the close-ups. That’s when Olivier said to me “Why doesn’t he just try acting?” (laughs)

Any advice for first-time directors?
Never take ‘no’ for an answer. It’s a long business getting something off the ground and it takes very great determination. That’s the only advice I can really offer.



Dustin and Jon were terrifically able to adapt to street life in New York—they were both unknowns, so it was no problem to put them on a sidewalk, nobody knew who they were. We used no extras in the film to speak of, just the normal crowd of pedestrians crossing the streets. We tried everything we could to make it as realistic as it could be. We spent many nights on the seedy side of New York on 42nd Street. At one point I had an idea to build a large box containing the camera and the camera operator, and put it on the sidewalk, with a little opening for the lens. We were trying to capture the reality of New York without the camera being visible to people on the street at night. It worked for a while, but then John got terribly anxious to find out how well we were doing, so he kept running to the box and asking the camera operator, and after a while, people noticed that something was not quite normal about it, so it stopped working. I witnessed a very serious collaboration between writer and director. Waldo Salt and John Schlesinger managed to create a partnership, not only during the writing of the script and preparation, but throughout the production in which Waldo was an essential confidant and sounding board for John and the rest of us. In some 45, 50 films I’ve shot since then, I’ve never seen a better creative process than the one those two established, including writer-directors, who don’t have anyone to bounce their ideas off. —Adam Holender


“New York Film Academy in Union Square welcomed cinematographer, Adam Holender. His most notable credit is Director of Photography on the 1969 classic, Midnight Cowboy, starring Dustin Hoffman and Jon Voight. Adam suggested we screen another classic from 1971, starring the then unknown Al Pacino. The Panic in Needle Park is a stark portrayal of life among a group of heroin addicts who hang out in New York City’s ‘Needle Park.’” —NYFA


The Crowd Around the Cowboy, a 1969 short film made on location for Midnight Cowboy.


Here are several photos taken behind-the-scenes during production of John Schlesinger’s Midnight Cowboy © United Artists, Jerome Hellman Productions, Florin Productions. Intended for editorial use only. All material for educational and noncommercial purposes only.


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