Photo by David Seidner © 1994.

I first met Tom at the Sundance writing lab in 1990. I was there with Crush and he was developing one of his many scripts. This particular one was about a man who lives in a caravan on his parents’ property, who has Tourette’s syndrome and swears uncontrollably. Tom made a strong impression on me with his height, his slightly disconcerting sense of humor (what is he really thinking?) and his almost obsessive perfectionism. The directing exercise was far more than an exercise for him, but a way of pushing his skills as far as he could. Goading his crew to create this sophisticated little piece then and there, even if nobody was ever going to see it again. Sneaking into the editing room late at night to re-edit.

He talked about his huge frustration at not getting any of his scripts off the ground. People admired him as an actor in films like Manhunter, but no one was willing to take the risk of putting up money for his first feature. Since then he’s done it—made a feature, What Happened Was—with his own money. Then on the strength of that film and a couple of awards at the Sundance Film Festival, he made a second film, Wifey, very quickly. Both films center around funny excruciating dinner parties where people learn much more about each other then they ever wanted to know. I suspect there’ll be no stopping Tom, or his humor, for quite awhile.

We talked in Riverside Park, with Tom and Karen’s new baby, Wanda, asleep in a sling around his neck.

Alison MacLean What Happened Was and Wifey [film is titled The Wife were both plays before they were films. When you were writing them, did you think of each as a play or as a film or as both?

Tom Noonan What Happened Was I did as a play, I wasn’t thinking about it as a movie. I had decided to take a year off and not do any Hollywood acting jobs. I wanted to write something really small for me to do in the theater. All I wanted to do was to be on stage during those months that I had the theater space. I wrote that play in real time. I started writing the first scene and I wrote until I came to the end. That and having staged it in the round made it easy to go to film. And that got me doing this particular method, so I did think of the second play as a movie. I knew I’d end up doing it as a film. But it grew out of the first one, it wasn’t some high concept that I came up with.

AM You didn’t plan them as companion pieces?

TN No, not at all. I finished the edit of What Happened Was and I went up to dinner with Scott MaCaulay and Robin O’Hara and said, “We should do something else. And we should do something soon. I have this idea called Wifey about a couple who come over to dinner and won’t leave.” And they laughed, and I went and wrote it. I told them the idea on August 5th, started writing on August 8th, and the screenplay was done on August 20th.

AM That’s totally intimidating, (laughter) I can’t stand that. You write so quickly. Did you know where it was going to lead you? Because what I love about your films is that people turn out to be so completely different from who they seem to be in the beginning.

TN I just wing it. I didn’t write the last two things the way I usually write, which is to plot out the whole script, scene by scene, break them down, and once I see the whole movie in my head write it out. In this case, because it’s all in one room and it’s in real time I didn’t have to worry about the structure. I knew that people would arrive, they wouldn’t leave, and then eventually, they do leave. And that’s really all I have to worry about. I used to be in an improv group, and we did exercises where Actor A would start with one emotion and Actor B would start with a completely opposite emotion. During the course of the scene their roles were to switch emotions: Actor A would go from joy to anger, and the other actor would go from anger to joy. They’d do the scene and you’d watch the two emotions cross. And so I’ve done a lot of writing where people have an arc that crosses over the arc of the other character. If you start off with that thought, during the course of the writing you know what direction they’re going to be going, and then you can stop thinking about it, it just happens.

AM The dynamic completely changes in the course of the piece and yet it happens through conversation, that’s really unusual in American film.

TN I’ve gotten interested in these very little, subtle things you usually don’t see in movies, very quiet, tiny, little moments that you see in life and which are very difficult to put into a movie. I watch people a lot and look for those moments.

AM Do you think you’ve been affected by the kind of work you’ve done as an actor? That this is in part a reaction to some of the Hollywood films that you’ve done?

TN Probably.

AM Mainstream films are built around big melodramatic events.

TN I’ve always been a very quiet person, and ironic, and subtle, and a lot of the parts that I get to play are these loudmouth maniacs who have something really wrong with them.

AM Psychotics. (laughter)

TN I’ve never understood why people hire me to do parts like that. I wasn’t wildly screaming in Manhunter, but my natural instinct is to be very quiet. I feel more comfortable doing those roles my own way. It’s a joke by now because I’ll say to the director, I’ll do anything you want as long as I don’t have to scream. (laughter) I hate it. If you’re in a subway and a guy comes up to you and starts threatening you, you know the guy’s harmless. Because if all that emotional energy is going into yelling, he’s not going to have anything left to kill you with.

AM It’s the quiet ones.

TN It’s the guys who are really quiet, who are holding it back, who are scarier. They are interesting to me.

AM In Wifey, the character who holds the most back is really the scariest character, and that’s your character. He doesn’t say a lot, and yet he’s so manipulative and in control of the situation. He always knows how to keep the power in a room, how to manipulate other people.

TN My father was this very quiet, intimidating person who had a very bitter sense of humor. He would send all the kids from the table crying whenever he felt like it, by saying one thing . . .

AM Demolish the table.

TN And we were pretty tough, all of us kids. A lot of what happened in my family, happened around the dinner table. I find eating a very emotional experience. About 15 years ago, I used to get sick to my stomach every day at about five o’clock. I was in therapy at the time, and I couldn’t figure out why at 5:30 I would get nauseous, and I started thinking that eating dinner with my family was always this incredibly anxious time, exciting too, but very anxiety producing. And it’s not by accident that the things I’ve done as movies have a dinner as their central event.


Tom Noonan directing Julie Hagerty in Wifey. Photograph by Gabor Szitanyi.

AM You seem to have a certain cynicism about psychotherapy . . .

TN I found that therapy saved my life, literally. Many times. I find it incredibly valuable and I still go. But I’ve written about 15 screenplays and in half of them, therapists play these terribly misguided, destructive people. I’ve never written a script in which a therapist has been a decent person. I’m not sure why.

AM It’s like it’s a metaphor for something else. That interesting power balance between therapist and patient that can so easily be abused or taken advantage of.

TN I don’t know . . . I wanted to be a priest when I was a kid. I was very religious. I was an altar boy, and I really believed in God. Having grown older, I’ve lost faith in organized religions in general. It feels like therapists have taken the place of priests in this society, and I have very ambivalent feelings about priests, I went to Catholic schools where priests were sexually abusive of many of the students, and I felt very let down by religion. It’s possible that I’ve transferred these feelings to therapy. I still have residual feelings of being pissed off, being let down. But also, there’s something about religion—you go into a church and bare your soul to this total stranger. At least I did.

AM You mean confession.

TN It’s very similar to going to therapy. And having a therapist in the script is an easy way to have people say stuff that would take hours and hours of complicated scene writing to get them to reveal. To get Cosmo and Wifey to say these amazing things, I could’ve had them drink a real lot, but a therapist is an easy way into it.

AM It’s a very loaded situation, Cosmo and his wife visit his therapist, uninvited, and the therapist already knows Cosmo’s entire history, or thinks he does. That’s a fantastic starting point because you can just jump in. Do you write with specific actors in mind?

TN Almost never. In this case, I wrote Cosmo thinking about Wally Shawn a little bit.

AM Because he’s a friend?

TN I’ve known him a really long time, but more like a friendly acquaintance. Somebody I knew I could talk to but he wasn’t anybody I’d ever had dinner with or spent any real time with. I knew Karen Young would do Arlie, but writing for her is just so natural because I know her so well. When I write parts for myself I don’t think about me saying the words. I find that fucks me up a little because I start thinking, am I going to be able to say that line, and is there a better way? I try not to think about real people saying the words because I find that inhibits me.

AM Can you talk a bit about the way you work with actors? It’s clear that you have a great rapport with actors. I’m curious, how much rein do you give them in the process of rehearsing, in terms of playing around with the characters and the lines, inventing and improvising.

TN No improvising. (laughter) I say to the actors you can say whatever you want, kind of. It’s weird, I start off saying one thing at the beginning of rehearsal and by the end of it they’re all saying, gee, at the beginning you said it would never be like this . . . It’s complicated. I’ve done two movies. On the first day of rehearsals I said: I asked you to do this part because I wanted you to do something with it that you’ve always wanted to do, and you’re not here to serve the script, and you’re not here to do what I want you to do, and you can say and do anything you want, and I’ll rewrite it any way you want it to be, because I really want this to be very personal to you. For the first few months of rehearsal I almost never work off the script. We spend a lot of time talking about our lives, about things that are going on for us. Then slowly, we start to work on the script, and then I try to have the relationship that I developed with them as friends or people transfer over into the movie or the play.

AM Do you find at the end of that process that it often changes the script?

TN No.

AM It doesn’t? But it’s there under the words, in the subtext?

TN The words in some respect don’t matter at all. What you’re seeing on the screen is a relation between two people in What Happened Was, and among four people in Wifey. The more I make that real, the realness will eliminate the script, which is almost separate from the acting. During rehearsal I keep saying: if you just say the words and you’re there, you’re present, you don’t have to worry about what they mean. At times an actress will go, if I say this the audience will be confused. My response is, your job is not to worry about the audience, your job is to say the lines and be in the room, however they come out. If you want to scream the lines, or laugh, or cry, or mumble, if I don’t even hear the line I don’t care. Once the relationship starts growing, then the words take on other meanings. Instead of trying to put a meaning on them they start to develop.

AM It’s really a wonderful process.

TN I’ve given my scripts to people who don’t know how I direct. When you read a script of mine, you have no idea what’s going on, people are not finishing their sentences, they’re interrupting each other, they’re not finishing their thoughts . . . Some people who read the first script thought, there’s no play here, nothing really ever happens. Wifey’s a little more active as far as dramatic plot. A lot of the way that my character is in the script, and in the final movie, is the way I am as a person: I’m a wise guy, I’m sarcastic, I laugh at things and people don’t know what I’m laughing at. I try to keep that in the story, I stay as much myself as I can. In Wifey I’m this manipulative guy behind the scenes. And that’s what I am as the director as well, manipulating people, telling them things that they want to hear. (laughter) And then exposing them suddenly, making jokes at their expense, that’s how I am during rehearsal.

AM I can imagine. (laughter) I was going to ask you about that split. Isn’t it slightly schizophrenic directing yourself, like putting on two hats?

TN For me it’s all one thing. I think for other people it’s quite confusing. At times it’s hard, like when someone shows up late consistently. It’s hard to say, you’re late every day, you’re fucking everybody up, don’t do that anymore—and then try to act with them. I very rarely direct anybody to do much, especially in the first half of the rehearsal, but the one thing I’ll say is: it was fine what you did with that line, but I’ve known you for a while now, and I’ve never ever seen you behave in real life the way you did when you said that line. You can “act” but it has to be some behavior that is natural to you. It can be very difficult, right after saying that, to act with them.

AM Is it strange to be acting in a scene and yet be hyper-conscious of what the camera’s doing and what it’s seeing?

TN I find that my directing is better when I’m acting, because for me to be able to act very well, I have to be very present and very open—not warm, but connected to the people I’m working with. So to do that well, I have to really stay in the moment, I can’t be off wondering too much about shots or going too far towards becoming an obsessive director. The few days that I didn’t act during the filming of Wifey, my D.P. said, “Thank God you’re acting tomorrow because you’re a pain in the ass when you’re not.”

AM (laughter) Because you get more obsessive?

TN Yeah. Like, Oh my God, is the dinner table in the right continuity—What’s in the background?—I don’t like this lighting—How is this going to cut? . . . And on the other hand, when I’m directing, I’m distracted from my acting, I can’t be thinking, did I do this moment right? I just kind of do it. So it helps the acting. In big movies, you have too much time to think. I did this Woody Allen movie once (that I ended being cut out of, thank God) where I had five lines. And they were good lines. But for me to do five lines is just impossible. It’s like in life—you meet this girl, and think you have five minutes to convince her that you’re the guy for her. You’re putting too much into it so you mess up.

AM It seems that both presences makes it simpler for you.

TN Yeah, they’re very connected for me, I find the biggest problem is other people. The crew sometimes finds it intimidating that I’m in the scene and I’m directing them. I won’t be able to see the dolly but I’ll turn around to the dolly grip and say, you’re going a little too fast on that word. And he’ll think, how the hell did he know that? The cast also gets a little freaked when I say, wait until the camera goes over my shoulder to hit that word. And I’m sitting there looking at them, and they know that I can feel the camera. That’s hard, on them. But on me, it’s really easy.


Clockwise from left: Karen Young, Tom Noonan, Wallace Shawn and Julie Hagerty in Wifey. Photograph by Gabor Szitanyi.

AM Often, when I’m making a film, there’s a film, or a book that became a reference point for me.

TN Joe DeSalvo and I watch a lot of movies before we shoot stuff, movies that are often completely not connected to what we’re doing. We watched 2001 a lot before we did Wifey. There are a couple of scenes in it which have four people sitting around, and the way the group scenes are shot in 2001 are very beautiful. But having done Wifey as a play first, the story is so clear by the time we get to shoot, I know how it’s going to feel.

AM I was thinking of the images. This film is really quite different from the last one, it has a much more heightened cinematic look to it. Had you always imagined those wonderful long dolly shots that develop from one room to the next?

TN Usually we plan things in an incredibly detailed way. We had tracking shots that were going to be bridging other shots, we had a very detailed 30 page breakdown of dinner and exactly what lines were covered. The first day we said, let’s just try this tracking shot that’s supposed to bring us into the dinner. We did one in rehearsal with the camera and Joe said, this is so beautiful. So I rode on the dolly and looked at it, and said, well let’s just go back and forth with the camera until we run out of film. And at lunch we redid the entire list, so that everything was tracking instead of being stationary.

AM So you’ve discovered that way of shooting . . .

TN Yeah, it seemed simpler than stopping every time to set up another shot. The dinner would never have had that feeling of moving along the way it does in the play without those tracking shots.

AM Four people having dinner at a table must be one of the hardest scenes you can do, and such a large percentage of the film is just that, and yet you kept it visually interesting . . .

TN By having the play already worked out and being able to rehearse the entire scene through for the crew and to have the crew rehearse with us, you tend to have a lot better coverage than you would if you were just doing it the way most movies are done, where the crew has never read the script. I mean, the dinner is 50 pages long.

AM Right. You’ve been wanting to do what you’re doing now for years, you’ve been writing these scripts between acting jobs. I really admire the way you did What Happened Was, using your own money and finding a way to just do it. Because having done that, it’s set you on a path now where it’s easier to make other films. Are the stories in these two films and their aesthetic dictated to some extent by their being low budget? Are there other stories you want to tell that would cost a lot more? Or don’t you think about it that way?

TN No, I think about it that way. I’ve been in two of the most expensive flops that were ever made. (laughter) I mean, Last Action Hero wasn’t a total flop but it is considered scandalous, even though I liked the movie. And I was in Heavens Gate. I’ve been in a lot of movies that were legendarily expensive—as an actor. I don’t know if the word is guilt, but I would be ashamed to make a movie that cost so much.

AM The wastage?

TN Nothing I have to say could be worth spending that much money. I mean, I’d rather say something as cheaply as I possibly could.

AM So you don’t feel a low budget is a constraint . . .

TN I had this sculpture teacher in college who I liked. I was a Fine Arts major. All of us in the class were hippies and were used to being free, and he was this tough German guy who had a limp. (My friend used to say he was an ex-Nazi but I’m sure he wasn’t.) The first day of class, we came in, long hair, our clothes were dirty and he sat down and said, “Art is made by limits, the more limits, the better the art.” And he would make up these exercises that we would do in sculpture class that would be so limiting. You could only use one material in a particular way or you could only fold a piece of paper three times . . . . I found that the limits put on me actually free me. If someone said, here’s 25,000,000 dollars, you can shoot anywhere you want and you can have any actor, it would throw me. There’s a tremendous amount to be found in making things work when you’re under a lot of constraints.

AM I agree with you.

TN So the answer to that is that I’d probably like to do little, small movies forever and do them first as plays. Eventually I’d like to do a movie that isn’t in real time, that actually jumps all over the place. It bothers me that I’m stuck with that real time element because the way I feel comfortable doing plays is in real time. I hate plays that have blackouts and flashbacks. I’ve always liked plays that started with and went through an event. So I do feel constrained by the real time element. But I worry, how would I rehearse, how would I do it if I didn’t do it as a play first?

AM Presumably you could set up a rehearsal process that duplicated the process you go through for a play without actually showing it to an audience.

TN The audience is so important to me.

AM You must have a body of experience by now of what works and what doesn’t work, don’t you think?

TN I don’t think so. There were things when I wrote Wifey that I thought, this is going to knock them out, and during the play the audience would never laugh. And other times I thought, I don’t know what to say, I’ll write anything down, and they’d be roaring with laughter. You have no idea what people are going to like. Before the Marx Brothers did a movie, since they’d come from Vaudeville, they would take the film on the road, go to small theaters and perform it to find out where the laughs were, what didn’t work, what the timing was. So when they did the movie, they knew exactly where the jokes were. I find that I’d like to continue doing that by rehearsing in front of people. There’s just something about going on stage when the audience is out there and they’ve paid money . . .

AM Yeah, I know. It’s dangerous and it counts . . . . What’s your favorite part of the whole process?

TN I love acting more than anything. When you’re acting in a play you’ve directed with an audience there . . . people laugh when you say something. (laughter)

AM It’s such a hit, you can’t beat it.

TN It’s so great. And you sit there for 30 seconds and you think, geez, when I say these words, they’re just going to start laughing, and you sit there and you just watch yourself say the words and all of a sudden they’re laughing and all of a sudden it’s . . .

AM It must be quite addictive.

TN It’s a great feeling. I also love editing. It’s so stressful doing movies and plays because of the time element, you have to get things done, the money is going down the drain . . . . When I’m editing there’s really no money being spent because I edit pretty much alone. I can take forever. I go into this world and actually find things about the story that I never knew were there. Or you can make things happen that didn’t really happen.

AM What’s next?

TN Ideally, what I’d really love to do, I don’t know whether it will work or not, is I have an idea for a musical. I want to do this musical with six characters. I’m already writing it now, doing notes on it. It’s not in real time either, which should be interesting. It takes place over a whole weekend. And if I don’t write that, I’m thinking about rewriting a script that I wrote before I started doing these plays.


Tom Noonan directing Wallace Shawn in Wifey. Photograph by Gabor Szitanyi.

AM You’re going to hate this question, but what do you think of the state of the art of filmmaking right now? (laughter) I don’t know about you, but I get very depressed about it. What’s happened, since the ’70s, to American filmmaking?

TN I grew up loving movies. I found that movies made my life easier. When I was a kid, when I got really messed up, upset or confused, I would often think about what a character I really loved would do in my situation. Like, what would James Dean do if he were in my high school class and these guys were trying to torture him. (laughter) Or later, I loved Marlon Brando and Charles Laughton. What they would do in certain parts, movies really meant a lot to me. I often wonder whether it’s because I’ve grown older, because when you grow older things dim a little bit, but there are not a lot of movies that mean so much to me now. Most of the movies that do mean a lot to me are movies that are foreign or independent. There are Hollywood movies that I see, and I’m sitting there feeling this is the right idea, but I’m not feeling it. You can see that they’re doing what they think they should be doing but they’ve never had the chance to sit down and confront what they really feel about it. They think this is what people think about things but they really don’t know. So American studio movies tend to not do much for me. Being an actor who makes his living off Hollywood movies, I don’t really feel comfortable criticizing them but I’ve had a choice over the years to move to LA and live there, and I’ve decided to stay here. Ultimately, if you’re going to go to a place like LA, which I hate, and go through all this painful crazy stuff, at least you want to feel at the end of it that you’re going to come out with a really good movie. I don’t see Hollywood movies in the end paying off. There’s always something that doesn’t work, that’s ultimately not right. It’s really hard to make movies, and it’s really hard to act, and to have a life and make money. I understand why people have to go to LA, and I know why people are there, but I can’t do it, I can’t.

AM I was just watching The Straw Dogs, which I guess was made . . .

TN In the early ’70s.

AM I was amazed, particularly with the first half of that film. Remember those early scenes between Dustin Hoffman and his wife, they’re unbelievable . . .

TN Yes. Those guys working on the roof looking in the window.

AM They’re simple but there’s so much happening in those scenes that’s truthful, so emotionally and morally complex. I think directors have lost that ability. It’s so rare to see those truthful moments in mainstream films now.

TN It’s hard to make a movie by committee. I basically do everything so it has a single thought throughout, and that tends to be valuable. A very modest idea done with some conviction works if you have any kind of talent at all. It’s not that hard to make a movie if you have a true heart about it and you’re not wondering what ten other people are thinking about a scene . . .

AM I think that’s the key to it really.

TN Harold Clurman, who was this great theater guy in New York—I was very lucky to spend time with him in the early ’80s before he died—used to teach a workshop for writing plays and screenplays at the Actor’s Studio. One time somebody said, I’m going to rewrite this—they’d just gotten done reading it—and Harold said, “Don’t rewrite. It never works. You fix ten percent or lose 30 percent. Either do it or throw it away and go on to the next one.”

AM Do you agree with that? That’s a very extreme point of view.

TN For some scripts it’s not.

AM But there are probably people whose best work happens in rewriting. Sometimes I feel like I have to write something just so I can rewrite it.

TN As long as you’re not rewriting it to make it something it isn’t . . . as long as you stay within yourself.

AM You mean, to keep an innocence about the writing, not step outside of it or try to second guess the audience, or the critics.

TN You are what you are. You can’t write a script better than you can write it. People think if they rewrite it 15 times, it’ll get 15 times better and often it won’t.

AM Often it goes backwards.

TN Yes. But how people write is totally different. I read this interview with Whit Stillman in the Times where he said it takes him a year and a half to write a screenplay. Chekhov used to write one line a day. It works for them—Stillman’s stuff is wonderful. If I wrote a line a day, my scripts would be terrible. I couldn’t write them unless I wrote really fast.

AM Graham Greene apparently had an incredibly slow way of working, like a page a day. And yet you look at his body of work and he seems incredibly prolific. Another one of my favorite writers of all time is Jane Bowles—for her it was pure torture. Of course, I love those stories because it’s pretty slow for me. Everyone’s different. But you enjoy writing don’t you?

TN When it comes out fast, it’s really fun. Because all this stuff is coming out that I’ve never thought about and the people are saying things that I’ve never thought—it’s kind of surprising. I think about the story beforehand but when they start talking it’s really just writing down what I hear.

AM It is wonderful when it’s working like that.

TN I also have a very fast mind, before a character finishes their sentence, I’ve already got a joke ready. So I’m writing and one character’s talking, and the other characters are already thinking of ways to put that person down. Things are coming out so fast. I have notebooks full of fights between people. It’s the way my mind works, it’s reactive. My brother writes very quickly too, my family had to think on their feet because my father would point his wit at you at any moment and you had to be ready.

AM So he had a really savage wit.

TN Yes. And I learned that, but I’ve toned it down. I mean I could be terribly cruel but it was survival. It doesn’t sound like your family put each other down.

AM No. With my family everything was internalized. So for me it’s a struggle to be out, and verbal. My family is very self-conscious, censoring half of what they say before they say it. Always. So you’re always reading between the lines.

Tags:
Therapy
Acting
Audiences
Screenwriting
Writing process
Directing
BOMB 49
Fall 1994
The cover of BOMB 49
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