‘Who’s Afraid of Virginia Woolf?’ as One of the Most Accomplished Play Adaptations in Hollywood History

Richard Burton, Haskell Wexler, Mike Nichols and Elizabeth Taylor on the set of Who's Afraid of Virginia Woolf?, 1966

By Sven Mikulec

Even though Edward Albee play ‘Who’s Afraid of Virginia Woolf?’ was a big Broadway hit, garnering five Tony awards in the process, the general consensus was that it was a material far from easy to adapt to the silver screen. Its coarse language and uncompromising theme was deemed to be too huge of an obstacle for Hollywood, still influenced by the rigid Production Code established in the thirties. The only studio that saw the project as a challenge worth the trouble was Warner, and the maverick decision to transform Albee’s work into a film turned out to be a success of seminal importance. Elizabeth Taylor and Richard Burton arguably played the greatest performances of their entire careers in a film nobody expected them to get involved with. Taylor enjoyed the full status of a major film star, with critics eager to note her off-stage persona overshadowed whatever talent she might possess. Burton, on the other hand, was famous for playing strong, brave, powerfully masculine characters a whole world apart from what Who’s Afraid of Virginia Woolf? offered. They saw the film as a professional challenge and a personal test they passed with flying colors.

Adapted for the screen by the celebrated screenwriter Ernest Lehman (Sabrina, North by Northwest, Sweet Smell of Success) and directed by the newcomer Mike Nichols (The Graduate, Charlie Wilson’s War), Who’s Afraid of Virginia Woolf? was a hit, scoring home runs both with the critics and the audience, gathering no less than thirteen Academy Award nominations with five triumphs.

Given the talent of the people involved—not only Nichols, Lehman and the star-studded supercast, but also Haskell Wexler, one of the most important cinematographers of the years that followed this film—it might seem strange to label the project as risky. But the truth is, it took a lot of guts even to set it up, and even more skill to pull it off the way they did it. Half a century later, Who’s Afraid of Virginia Woolf? is considered one of the most accomplished play adaptations in Hollywood history.

A monumentally important screenplay. Screenwriter must-read: Ernest Lehman’s screenplay for Who’s Afraid of Virginia Woolf? [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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Ernest Lehman was one of the most critically and commercially successful writers in Hollywood history. Here, he is interviewed by Tony Curtis in 1997.



Few American directors have done as much or been as synonymous with quality projects. From The Graduate to Angels in America, Mike Nichols has raised the bar for literate filmmaking. His secret? Keep it simple. An interview with Mike Nichols by Jeffrey Ressner, Fall 2006. Courtesy of Directors Guild of America.

It seems you don’t enjoy these kind of discussions, going over various shots and styles and so forth. In fact, you’ve said that it’s not the filmmaker’s job to explain his technique, only to do the best job he can. Why don’t you like talking about it?
I really can’t tell you why. It feels personal. In the beginning of course, especially in Virginia Woolf, I paid strict attention to it. The very first day of shooting the very first scene, I said I’d like to shoot (Elizabeth Taylor and Richard Burton) coming in the door, see their faces as they pass the camera, and then let them go down the hall and let them do what they do. The DP said, how about if I just track along and we see them and we don’t see them and we see them. And I said what would that be for? And he said, well, it would be interesting. I said, yeah, but it’s not what’s happening. They’ve come home drinking and discouraged and bugged with each other. Whatever we do has to express that. And I realized on the first day that I would have to be the one who decides what the shot is and how the camera moves because, in the end, I was the only one who knew what was happening. You know, the camera expresses the event. But by and large I now follow my instinct. I know what I want to see. And I can decide on the lens when we’re there and how far I want to track and when I want to pan and when I want to let them go and all of that, but it’s so intricately connected with the feelings of the characters and with the things you don’t speak about—the insides of the feelings of the characters.

Having unconsciously and then consciously studied George Stevens and other directors, when it came time to plan what I was going to do, I saw it in terms of shots because the shot can’t be separated from the event. I only have two questions of any piece of material: ‘what is this like in life?’ And then, when you get down to the moment or the scene, ‘what is this really like?’ Throw away the conventions and the assumptions: when this happens in life, what is it really like? And then the question for the camera is, where is it to show what it’s really like?
I had an interesting lesson on Virginia Woolf. It was the scene where Elizabeth is in the parking lot stalking around, smoking a cigarette and telling Richard something suddenly snapped. I had two cameras as near each other as possible shooting exactly the same scene—one on 100 and one on a 75. When we looked at the film some days later (because in those days you had to wait for the dailies to come back, especially to Massachusetts where we were), one shot was absolutely useless and the other was spectacularly good—and the cameras had been maybe two feet apart. I realized that those two feet, and sometimes two inches, could make an enormous difference. The placement of the camera is obviously different for every event, but when you’ve found it you know it and you can’t start shooting until you have found it.

Who’s Afraid of Virginia Woolf? was a famous play, The Graduate a not-so-famous book. How do you pick the movies you choose to make?
It’s the hardest part of the process. In the end, it has to be something I feel, whether it’s true or not, that it’s meant for me, that I know more about this particular thing than most people and I know what to do. I know its secrets. It is, of course an illusion, but it’s like falling in love. You say, I know this person, I knew this person before, we understand each other. You have to have that kind of connection to a story, to a piece of writing. It’s so you can say when you’re casting, ‘No, I haven’t seen them yet—I need somebody who’s more powerful or somebody who’s harder to read.’

You’re one of a handful of directors today who still remembers the end of the studio system. How has the business changed over the past five decades for directors?
Well (pause), studios are far more hands-on than they ever were, for obvious economic reasons. It’s pressure, pressure on everybody all the way down the line in a kind of general panic to spend less and spend less and spend less. They all tend to try and control everything and, as you know, you can’t control it, you can only keep in mind that there are limits as you are going. I actually like the limitations because it’s unnerving to do whatever you want, and it usually doesn’t lead to anything great. Limitations are inspiring: they lead to thinking, so I don’t mind them. But when I think back to the people we thought were monsters, like Jack Warner, in fact I had carte blanche and could do anything I wanted and nobody ever bothered me… until he threw me off the lot when we were mixing Virginia Woolf because he did that to everybody. I had to connive my way back, and I did.

For the Warner DVD edition of Who’s Afraid of Virginia Woolf? the studio had Steven Soderbergh conduct an interview with director Mike Nichols and the result is one of the wittiest and most sophisticated commentary tracks ever. For the running time of the film, a listener is given the feeling of being in a private screening room with two Hollywood titans as they talk about a very important picture. —Facing dying days of the DVD commentary track by Joe Meyers



And, there’s also an audio commentary with cinematographer Haskell Wexler. He chats mostly about technical issues like camera techniques, lighting, and various cinematographic choices. Wexler also digs into issues like sets and locations, working with the actors and Nichols, and the tone during the shoot. This track will work best for those with a significant interest in the technical domains.

Acclaimed director and cinematographer Haskell Wexler discusses what it takes from both roles to bring excellence to features and documentaries. —Visual History with Haskell Wexler



In the editing room cutting Who’s Afraid of Virginia Woolf? are editor Sam O’Steen and director Mike Nichols. Virginia Woolf was the beginning of a long and successful collaboration between Nichols and O’Steen. They would team up on 11 other pictures: The Graduate, Catch-22, Carnal Knowledge, Day of the Dolphin, Silkwood, Heartburn, Biloxi Blues, Working Girl, Postcards From the Edge, Regarding Henry and Woolf. In addition, O’Steen was a member of the Directors Guild of America and was awarded the 1975 DGA Award for his direction of the movie for television Queen of the Stardust Ballroom. From the five television winners that year, O’Steen was also selected as the most outstanding television director. (Photo courtesy of Bob Willoughby; Directors Guild of America).

Legendary film editor Sam O’Steen (The Graduate, Chinatown) talks candidly with wife Bobbie O’Steen about his work in the cutting room and behind the scenes on some of the most influential movies in motion picture history. Sam began what turned out to be a thirty-year collaboration with director Mike Nichols when he went to work on Who’s Afraid of Virginia Woolf?. The following is an excerpt from his discussion of this groundbreaking movie, courtesy of Bobbie O’Steen.

You said when you were cutting Virginia Woolf, it was like a bucket of worms, that it just went on and on.
It had a very fast motor and you had to keep it going. Once you opened that up, you just had to go with it.

What was the biggest technical difficulty?
All the overlapping dialogue. Mike called me down to the set and said, “Two people are talking all the time and I want them to overlap, how do I do it?” I said, “Use two cameras, you know, camera on him, camera on her, you got one track” But one of them wouldn’t do it, I think it was Burton, cause he said, “I can’t act when you do that, why don’t you shoot one, then the other?” I said, “Then I’d have to cut the track first.” Mike said, “Do whatever you have to do.” So this is what I did: When George and Martha were talking at the same time, I mixed their two tracks together. I did a dub on it, and it came out right, bang, the scene timed out about right, so then I coded the soundtrack (had numbers printed on the edge to match the picture’s code numbers, so that they were both in sync). I did it twice to match both actors, George’s takes and Martha’s takes. So say George is speaking Latin and Martha is wailing away, and they’re talking between them–well, when I started cutting first to her, then to him, it didn’t matter if they overlapped, they would always be in sync. I could cut anyplace I wanted to.

You just invented that, basically.
I guess so.

You developed a saying around that time, to remind a director not to become too attached to a moment, or a scene.
“Movie first, scene second, moment third.” That is the order of importance for everything.

So everything has to be justified in terms of how it serves the movie, you can’t hold onto a scene–or moment–just because you like it.

Tell about the walk to the tree.
If you remember, after the big squabble Honey (Sandy Dennis) and Martha go running off to the bathroom and George takes a walk to the tree. It seems like a long time where nothing was happening, so I asked Mike why he did that and he said you have to have a break after all the fighting. You can’t be afraid to be boring. Then we could start building up to the fighting again, and blast away.

That was a lesson.
Yeah, all movies are–should be–a series of arcs. You start it at one level, build to a climax, then you have to come down and start over again, there’s nowhere else to go. If you stay at one level, it won’t sustain. And Mike and I would refer to “the walk to the tree” on other pictures, when we needed to let it breathe, let it build up again.

Where did you shoot the walk to the tree and all the other exteriors?
At Smith College in Northhampton, Massachusetts. When we arrived it was September, which is still summer in California. Well, it sure wasn’t in Massachusetts, and we were shooting a lot of nights. It was cold, boy, I can tell you that. We bought all the long underwear in town.

You witnessed something special on the studio lot.
I was walking behind Burton across an empty sound stage–I was about twenty yards behind him–but he didn’t know I was there. Then suddenly he saw this shaft light coming down right in front of him, there must have been a hole in the ceiling. So he stepped into the light, looked up and did this amazing speech, I guess it was from Hamlet. All I know is it sent chills down my spine. I couldn’t believe it. Then he just walked on, as if nothing happened. He never knew I’d been watching him.

Nichols must’ve been worried about Elizabeth Taylor’s age, since she was supposed to play about twenty years older.
We shot make-up tests until they were coming out of our ears. First they put lines every place, and she looked old enough, but you saw the pencil lines. Mike sweated that out quite a bit, but in the end they didn’t put much make-up on her. She did gain weight for the part, and had a double chin, which helped.

Along with the smudgy mascara, lipstick and the gray-streaked wig. And she wasn’t difficult, she wasn’t vain about it?
No, she was really nice. She was into it. She even picked this one blouse that bunched up so her stomach would show. And she would make sure she smeared her lipstick so it would match the previous shot, stuff like that. She really didn’t care how bad she looked, she was a pro. There was also a scene we shot outside the roadhouse where she was trying to hit George and he hurled her away. She kept hitting her head against the car, and didn’t complain, but they did have a doctor examine her to make sure she was okay.

Was Mike worried about her acting abilities?
Well, he knew what she was, you don’t fool him about that kinda shit. And he would say, “She doesn’t make this moment.” And he’d have her do it again and again.

Was she better than he thought she’d be?
I think so.

When I saw it recently I didn’t remember how good she was.
Me neither, boy.

Sandy Dennis was great, too. She was actually pregnant and then miscarried during shooting. Was it when she fell in that scene?
I heard Mike say he thought that might have caused it, but he did tell her to be careful.

What did you think of George Segal’s performance?
I liked him okay, but, well, just look at the scene where he and Burton were drunk. Burton didn’t play drunk, Segal did. That’s the difference.

Warner had to be talked into hiring Richard Burton.
But he was dynamite.

Burton–the moody Welshman–was tougher to work with than his wife.
Oh yeah.

What would he do?
He’d just walk off the set if he got mad. He didn’t give a fuck. If anybody could intimidate Mike, it was Richard Burton.

(Imitating Burton’s deep voice) “What do you mean I don’t do this?” (Growls) But he was usually right.

What did Taylor do when he did that?
If she didn’t agree, she’d argue with him.

Another thing they had in common with George and Martha: the drinking. When they were called back to the set after lunch, what would they do?
They’d say, “We’ll be down.” Meanwhile, Mike was going crazy. He’d walk around saying, “Cocksuckers, I hate their fuckin’ guts,” and cry to me that they were costing him time. When they finally came back late, they’d just ignore it all, be real nice. “Hey, Mike, old buddy, sorry we’re late, okay let’s shoot.”

What did they drink?
Lancers wine. Burton would drink brandy to get drunk, but not while they were shooting.

So they wouldn’t come back drunk, just a little buzzed.
Yeah. But sometimes they wouldn’t come back until five o’clock and they had in their contract that they couldn’t work past six o’clock.

God, that’s horrible.
Yeah, if you’re the director it is. Mike ended up being thirty days over schedule and doubling the budget. The studio thought about kicking Mike off the movie. They tried, but they knew if they fired Mike, the Burtons would both walk.

Did Mike and Jack Warner ever have a confrontation?
Warner wouldn’t fight with anyone directly. But in one scene where George rang the doorbell, Martha said, “Fuck you” in the play, Mike changed it to “Screw you,” and Warner said we had to put “Goddamned you” in her mouth, which is a long way from “Fuck you” and “Screw you.” And Mike tried to fight that. Also, Mike had been going to New York on the weekends doing commercials with Elaine May, then flying back Monday morning, so Warner said, “Is he doing that or doing this?”

There was also a fight over the composer.
Ernie signed Alex North as the composer. He was considered tops in Hollywood, but Mike didn’t want him, he wanted Andre Previn. I said, “Mike, they already signed him [North] and that’s money, don’t fight with Warner, don’t push him into a corner.” But Mike didn’t give a shit, he wanted Andre Previn. So he kept fighting and that was the last straw, that’s what finally did it. That was just before Warner threw him off the lot. Mike and I were working in the cutting room, we’d just finished shooting a couple weeks before, when they told him he had four more days to finish the movie.

And Mike didn’t fight it?
Sure, he yelled about it, but there was nothing he could do. The guards were told not to let him in.

Yet Sinatra got away with so much waste, so much bullshit.
Yeah. Well, Sinatra had his own unit on the lot, it was “Sinatra Productions.” And with Mike it was about a lot of things that had been building and building.

Mike said it was standard practice for Warner to fire directors because he liked to have his pictures finished as quickly as possible and let his departments do that.
That’s true to a degree, but Warner would’ve given him at least a little more time if he hadn’t been pissed.

So you worked day and night for those four days, and finished before he was kicked off the lot?
I remember at one point I was sitting on a stool, laughing at something, and I was so tired I actually blacked out. And then for the last reel, I met Mike at the studio at 5:00 in the morning and we worked until midnight. I was just a walking zombie. I’d say, “I got to take a walk to clear my head just for a minute,” but we finished. Then they wouldn’t even let Mike mix (supervise the process where technicians combine music, sound effects, and dialogue into a single sound track). I mixed the picture and at the end of each day I’d call Mike and hold the phone up so he could listen. And he would make comments like, “Can you bring the music down there, I don’t think we need that sound.” We did that every day for about a month.

Mike said that was a “remarkably brave thing” for you to do because if Warner had found out he would have blackballed you from every studio.
It could have happened, I guess. It’s amazing really to think that there were seven or eight guys (studio heads) who could just call each other and that would be the end of you.

Did Warner worry about the movie being too talky?
No, just too vulgar. But Warner did stand behind the movie and kept most of the dialogue the way it was.

What did you think of the movie?
I wasn’t worried about it, but I didn’t know what we had. We didn’t know.

Tell about the screening at the Pantages Theatre.
It was the world premiere, it was a full house, invited people and press, and Mike and I sat in the back row. Well, like I said, we had no idea what we had and Mike was a basket case. So the picture started and he said, “That’s a light print. Jesus!” And I said, “Come on, Mike, settle down.” But he kept moaning and groaning throughout the screening, that it was too dark and too light and at the end of it, Mike said, “Let’s get out of here. I don’t want to see anybody.” So we ran out, got in his car, and drove away. And everybody was looking for him, looking all over. But he just couldn’t face them, he thought it was a disaster. But the audience had been great, they’d laughed throughout the movie.

Then the movie came out and you got raves.
They loved the movie, they just loved it. The reviews called it the best movie ever made, said that Mike Nichols was a genius.

How did Mike deal with all that?
Very well. (Laughs)

When you see the movie now, anything you would change?
Yeah, a few cuts I would’ve fixed. But, basically, my first cut is the final cut.

Here are several photos taken behind-the-scenes during production of Mike Nichols’ Who’s Afraid of Virginia Woolf? Photographed by Mel Traxel, Bob Willoughby & Bernie Abramson © Warner Bros. Intended for editorial use only. All material for educational and noncommercial purposes only.

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