Peter Bogdanovich’s ‘Paper Moon’ is a treasure to come back to even after all these years

Charming, kind of melancholy, deeply poignant and above all touching and heart-warming, Peter Bogdanovich’s Paper Moon is a classic period piece set in the Great Depression era of the mid-thirties. Based on a screenplay by Alvin Sargent, who adapted it from Joe David Brown’s novel ‘Addie Pray,’ it presents a surprisingly wonderful performance from the debutant Tatum O’Neal, joining forces with her celebrated father Ryan for the first time. With an utterly earnest, captivating effort, young O’Neal chains us to the screen, practically giving us no choice but to relate to her character, to become engulfed in the bleak atmosfere and the period’s hopelessness that spread with the ferocity and velocity of an unstoppable virus. Shot in black and white, Paper Moon is actually quite a surprising mixture of caper comedy and unsettling images in which poverty screams out of every corner of the frame. The sweet story of a pair of conmen—the orphaned child with a bag full of tricks and an experienced mysterious guy who might possibly be his father—who go on a roadtrip of deception and mischievous endeavours is in fact a warm story of the gradual build-up of their relationship. With every passing minute they grow closer together, forging a partnership based not only on business potential, but on genuine affection they start to feel for each other.

Unlike What’s Up, Doc?, the film Bogdanovich made just before this one, Paper Moon is not an homage or a parody of older styles of filmmaking and genres more popular in the days of yesteryear. This is a skillfully melted together combination of comedy and drama that uses the period and the mid-Western setting only as a background necessary for understanding and appreciating the characters, who leave the impression of being full-blooded creatures of individual motivations and impulses. Peter Bogdanovich demonstrated how well developed his storytelling technique had become by that point, making Paper Moon a treasure to come back to even after all these years.

A monumentally important screenplay. Dear every screenwriter/filmmaker, read Alvin Sargent’s screenplay for Paper Moon [PDF]. (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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James Powers moderated this seminar. The transcript also contains segments from seminars Peter Bogdanovich gave at the American Film Institute on May 27, 1975, January 15, 1986, and March 4, 1992, and from an interview conducted in summer 2009.

Did you write the script of Paper Moon?
I was sent a script called Addie Pray which was based on a book. It wasn’t too good but there were two scenes in it that were wonderful: the café scene and the scene on the hill with Trixie. Those two scenes were the only two scenes that remained after the rewriting. But they were so damned good that I said to myself, “Jesus, I could do something with this.” I saw the whole thing as some kind of anti–Shirley Temple movie. I read the book and there were some things that weren’t in the script that I put back in and some things that I took out. We didn’t come up with an ending until we shot it. I finally came up with it the night before we shot it. We had that great location, that wonderful road, and we knew she was going to come after him but we weren’t sure how, so I came up with that line about the $200, which got me out of a lot of trouble.

I came up with the title Paper Moon, which nobody at Paramount liked. I thought Addie Pray sounded like a snake or a lizard or something. They all said, “Why do you want to call it Paper Moon? What’s it got to do with the picture?” I said, “What the hell does it matter what it has to do with the picture? It’s a good title.” I said to the writer, “We’ve got a problem. You know those paper moons that you sat in at carnivals and they took your picture? We’ve got to put a scene in so they’ll think there’s a reason for the title.” I called up Orson Welles who was in Rome and said, “Hey, what do you think of this title?” Because this is long distance to Rome and I wanted to make sure he understood, I said, very loudly, “Paper Moon.” There was a long pause, and he says, “That title is so good you shouldn’t even make the picture. Just release the title.”

How did you work with Tatum O’Neal in Paper Moon?
With great difficulty.

Did you have to overcome some difficulty with her father?
Jesus no, I had to keep Ryan from killing her. “Goddammit, Tatum, would you learn your lines? Goddammit, I’m not going to do it again with her! Shit, we’ve done it twenty-eight times! Get the lines right, Tatum! Peter, I can’t do it again. I did Peyton Place five thousand times and I never went through anything like this!” This is on a road in the middle of Kansas with nothing anywhere but Kansas and the car and this rig that we had pulling the car with the camera on it and twelve people hanging around. It was a scene between Ryan and Tatum which played without a cut, and it was the end of the first act where they have this big argument about the Bibles. It’s really the scene where they sort of admit that they care about each other without saying it or admitting they’re going to stay together. It’s one of those scenes where they don’t say what they mean but hopefully you get the point. I wanted it to be without a cut with them driving along, so we figured the scene would take about a mile and a half to play, and we only had about a mile and a half where the road was good because after that you started seeing something that wasn’t of the period. Two miles down the road there was a place where we could turn around and come back, but turning around took five or six minutes because the road was so narrow. So since it had to be without a cut, if they started down the road and after about three lines somebody blew it we’d have to go two miles and then turn around and go back. We did it twenty-five times the first day. I remember putting my arm around Ryan and walking up the road while I calmed him down. I got him to do it another few times and we still didn’t get it. The next day it rained, and the day after it rained and we shot some other stuff, and a few days later we came back and did it again. We got it the second day on something like the sixteenth take.

Tatum was eight years old and didn’t have any idea what the hell we were doing, and she sort of cared less. She’d never had any discipline in her life. She was in a world of her own, and sometimes her world and the one we were trying to create on screen didn’t necessarily mesh, like the time we were shooting the carnival scene. It was a night scene so it took us about three hours to light it. Tatum got there about five o’clock and did what any kid would do. She started riding the Ferris wheel, eating popcorn, eating candy corn, eating peanuts, and by the time we were ready to shoot she was sick. She was on the floor. “I told you not to eat,” said Ryan. “I told you, you idiot.” “Oh, Daddy!” “Get up!” Ryan and I sort of alternated on who was going to be yelling at her. You had to scare her into doing it right. After about five weeks she really got into it and started to enjoy the shooting and was much better.

When Ryan’s character says, “I ain’t your pa,” I always figured from the first frame he really was her father. He’s just not going to cop to it. When we were casting the film, Paramount told me John Huston had wanted to make it with Paul Newman and his daughter. Polly said, “What about Ryan’s daughter?” But Paramount said they wouldn’t use Ryan under any circumstances because he’d had an affair with Ali MacGraw on Love Story when she was married to Bob Evans, who was head of the studio. I said, “I won’t make it with anyone else.” What’s Up, Doc? was still playing in theaters and was a big hit, so I forced the issue with Paramount. It wouldn’t have been good for their stockholders to turn the film down.

The 33 LP recording of the official soundtrack of Paper Moon was issued at the time of the movie’s initial release in 1973. It quickly went out of print however as the film and the movie music did not quite strike a nerve with the contemporary public. Since its release in 1973 the film and the soundtrack have both taken on a Cult following. In the late 70s, 80s and early 90s it was often shown on Sunday afternoon local TV stations and Late night movie broadcasts. Now its taken on new life in DVD land. The hard to find original vinyl record was cherished by those lucky enough to still have an original copy—and a working turntable. No more. Now YOU can enjoy the music without having to pay $130 to some ebay creep.

Multihyphenate filmmaker Peter Bogdanovich (The Last Picture Show, Paper Moon) shares stories from his long career as a director, writer, producer and actor during the “New Hollywood” era. —Visual History with Peter Bogdanovich

Directing tips from Peter Bogdanovich, courtesy of Screenwriting from Iowa‘s Scott W. Smith.


Bogdanovich seems to follow the old Hollywood axiom, “casting is 90% of directing.” (I’ve seen that quote attributed to everyone from John Ford, to John Huston, to Elia Kazan, to Hitchcock, but don’t if any of them actually said that—only that it’s often repeated. (On the director’s commentary on Mask, Bogdanovich says that of all of the actresses being consider for the role, Cher was the only one he thought would be believable as a druggie/biker chick.) Watch Bogdanovich’s The Last Picture Show (1971) and you’ll also see a wonderful cast.


Cast the right actors for the part and let them act. Simple, right? Bogdanovich was an actor first—he studied with Stella Adler—so it would make sense that he would be concerned with performances. One trick that he used frequently in the past is to not complicate the production with lots of set-ups. Here’s how he explains a shot in Mask where two character have a conversation on a picnic bench with the scene staring with a close up of some baseball trading cards before settling on a two shot: “This close-up pulls back into a two shot and then the whole scene plays in one piece. I’ll point that out a number of times in this picture where you had a whole scene play without any cutting, it’s a way of giving the actors a tremendous amount of fluidity. Good actors always love that if you can do.” —Peter Bogdanovich, Mask director’s commentary


“I like everything in focus because that’s the way the eye sees. Orson Welles had that done in Citizen Kane and other films.” —Peter Bogdanovich, Paper Moon Director’s commentary

Bogdanovich has been a long time fan of the films of John Ford and Orson Welles. And while today shallow depth of field is all the rage with many filmmakers where the background is out of focus, both Ford and Welles were notorious for shots where everything is in focus. (Watch Citizen Kane and The Searchers.) Bogdanovich seems follow their lead. Bogdanovich describes one scene in Mask where two actors walk and talk on a long tracking shot with horses riding and jumping in the background and a freeway with cars beyond that; “We have the horses behind them and the traffic way in the distance. That’s my idea of a good scene. Two good actors, no cutting, and a lot of movement in the background. It isn’t distracting. It gives you the feeling of life going on. This therefore becomes more real.” Every actor knows the frustration of what it’s like having to do a good take over because an assistant didn’t nail a focus pull. Having a large depth of field allows a greater chance of having technical problems. Every great performance is captured. Bogdonovich and his crew tended to favor wide angle lens and fast film to achieve that look. These days because digital cameras can really jack up the ISO without adding too much grain that’s easier to achieve than ever. Though most shy away from it because it’s too reminiscent of the smaller senor video cameras which made everything look it focus. Shallow depth-of-field is now considered the “film look,” yet film history is full of other kinds of styles.


Great acting isn’t just saying words. There’s a scene in Mask where Cher’s father playfully tosses a baseball to Cher. She playfully tosses it back to him. There seems to be a connection made, and he tosses it back to her. Then Cher’s countenance changes and she fires it back to her father. He catches it but seems stunned. He puts the ball down, and walks out of the house. Not a word is spoken, but so much is conveyed. In fact, you can read into it their entire relationship. Silence is powerful stuff. (I should mention that Mask screenwriter Anna Hamilton Phelan received a WGA for the script.)


This is more of an extension of tip #4, showing how to maximize silent looks. In The Last Picture Show where the Timothy Bottom’s character is in the back of a movie theater making out with his girlfriend yet at the same time is glancing up at actress Elizabeth Taylor on the big screen, and then glancing down in front of him at Cybill Shepard who is kissing Jeff Bridges. His eyes say everything about his relationship with his girlfriend.

P.S. In case Bogdanovich is off your radar, or you only know him as an actor on The Sopranos, his film The Last Picture Show was nominated for eight Oscars including two for him for Best Director and Best Writing Based on Material from Another Medium (shared with Larry McMurty). (He also edited The Last Picture Show, though didn’t take a credit for it since he thought his name would be on screen too much.) The documentary he directed, Tom Petty and the Heartbreakers: Runnin’ Down a Dream, won a Grammy. And if that’s not enough clout, Quentin Tarantino once said that They All Laughed (a 1981 film directed and co-written by Bogdanovich) was one of the top ten films ever made. Wes Anderson called it a “masterpiece.”

Peter Bogdanovich discusses the making of LAST PICTURE SHOW, TEXASVILLE and PAPER MOON, making movies in Texas, and why today’s young filmmakers should rediscover the classics.

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