Plot of the film-within-a-film

Hannaford's experimental film-within-a-film, shot as a spoof of European arthouse cinema typified by Antonioni, and performed without any dialogue, is visually striking, but has very little narrative coherence. The following scenes are shown, in this order:

• A graphic lesbian steamroom scene, rapidly intercut, featuring Oja Kodar, which Hannaford is in the process of filming at the start.
• Several expressionistically shot chase scenes between Oja Kodar and Bob Random amid the skyscrapers of Century City, Los Angeles, with various optical illusions, in which it is not immediately apparent whose character is chasing whom. At the end of these scenes, he buys a doll for her, and she rebuffs him, driving off into the night with her boyfriend.
• The two characters meet again in a nightclub. She steps out into the toilets, where various hippies are engaged in various sex acts, and changes her clothes, before coming back in again. He gives her the doll. She produces a pair of scissors, rapidly cutting the doll's hair, then cutting out its eyes.
• They step out from the nightclub into her boyfriend's 1968 Ford Mustang fastback. The car takes off in the rainy night, and as the boyfriend drives, the pair have sex in the passenger seat next to him. After a few minutes the boyfriend stops the car, grabs the girl off of Dale, and appears to make an attempt to engage her for himself. She rebukes him and the pair is then tossed out. John Dale, with his pants halfway down, lands in a large puddle.
• The next morning arrives and Kodar's totally naked character has found shelter in the second story of a house. From there, she climbs carefully out of an open window, drops to the ground, and wanders to an empty railroad car, where she finds Dale asleep on the floor. More chase scenes with optical illusions ensue, around the Metro-Goldwyn-Mayer studios back-lot (including Kodar's character going into Andy Hardy's iconic house).
• There is then a sex scene on raw bedsprings left on the studio back-lot. Off screen you can hear Hannaford giving Dale direction, and after some awkward badgering, a naked Dale decides he's had enough and leaves the set. Hannaford watches him go and calls out through the megaphone ..."goodbye Johnny Dale." The production is now without a leading man.
• There is then a scene—which Hannaford's manager 'The Baron' complains is presented out of sequence—in which a now-clothed John Dale walks alone around a dusty, windy studio back-lot.
• The final scene features a nude Oja Kodar attacking a giant phallic symbol with a pair of scissors, and it deflating and collapsing in front of her.

Inception of the project, 1961–1970

The film had a troubled production history. Like many of Welles' personally funded films, the project was filmed and edited on-and-off for several years.

The project evolved from an idea Welles had in 1961 after the suicide of Ernest Hemingway. Welles had known Hemingway since 1937, and was inspired to write a screenplay about an aging macho bullfight enthusiast who is fond of a young bullfighter. Nothing came of the project for a while, but work on the script resumed in Spain in 1966, just after Welles had completed Chimes at Midnight. Early drafts were entitled Sacred Beasts and turned the older bullfight enthusiast into a film director. At a 1966 banquet to raise funds for the project, Welles told a group of prospective financiers:

Our story is about a pseudo-Hemingway, a movie director. So the central figure ... you can barely see through the hair on his chest; who was frightened by Hemingway at birth. He's a tough movie director who has killed three or four extras on every picture ... [but is] full of charm. Everybody thinks he's great. In our story he's riding around following a bullfighter, and living through him ... but he's become obsessed by this young man who has become ... his own dream of himself. He's been rejected by all his old friends. He's finally been shown up to be a kind of voyeur ... a fellow who lives off other people's danger and death.^[10]

Casting

The film features an exceptionally large number of film directors in acting roles, besides Huston and Bogdanovich who both occasionally acted. Other directors who performed in The Other Side of the Wind included Claude Chabrol, Norman Foster, Gary Graver, Curtis Harrington, Dennis Hopper, Henry Jaglom and Paul Mazursky, mostly playing Hannaford's entourage of journalists and young film-makers. Other Hollywood celebrities who were friends of Welles were asked to participate, including Jack Nicholson, but either declined or were unavailable.^[11]

Impressionist Rich Little was originally cast as Brooks Otterlake, but his role was recast during production. There are differing accounts as to the reason for his departure. Welles expressed dissatisfaction with the impressionist's acting ability, and stated that he fired him. Little says that he doesn't know why he lost contact with Welles part of the way through filming. Cinematographer Gary Graver tells a different story: "We shot many, many scenes with him, and he was quite good in each of them. ... One day, completely out of the blue, Rich showed up with his suitcase in his hand. 'Orson,' he said, 'I haven't seen my wife in a long time. I have to go home.' And like that, he was gone! ... Orson didn't get angry. He just sat there looking incredulous. He couldn't believe what was happening. The rapport between Orson and Rich had been a good one, so no one had expected Rich's sudden departure."^[12] Filming was completed with Bogdanovich playing Otterlake. This necessitated reshooting all of Little's scenes. Little's interpretation of the Otterlake character would have had him using a different accent or impression for every single scene – a device which Joseph McBride thought "uncomfortably labored". By contrast, although Bogdanovich did several impressions in character as Otterlake, he played most of his scenes with his own voice.^[8]: 165 Previously, Bogdanovich played cineaste Charles Higgam by doing an impression of Jerry Lewis at Welles' request.^[13]

The characters played by Foster, Selwart, Jessel, McCambridge, O'Brien, Stewart, Wilson, Mitchell, Carroll and Repp form Hannaford's entourage, representing the "Old Hollywood"; while Chabrol, Harrington, Hopper, Jaglom and Mazursky play thinly veiled versions of themselves, representing the "New Hollywood". The "Old Hollywood" characters serve as something of a chorus for Hannaford, providing various commentaries on his life.^{[8]: 177–178} According to the shooting script, Welles intended to provide the film's short opening narration, intending to dub it in post-production. However, he never recorded it. Many of the cast and crew worked for free, or for low wages, or in exchange for favours from Welles. Huston, a close friend of Welles, worked for the nominal fee of $75,000 – some of which is still owed to his estate, after one of the film's producers embezzled part of the budget. Welles said he could not afford to pay his cinematographer Gary Graver, so instead gave him his 1941 Academy Award statuette for the script of Citizen Kane by way of thanks. McBride's salary comprised two boxes of cigars. Mazursky recalled that he was never paid for his one night of acting.^[14]

Production approach

Welles described the film's unconventional style to Peter Bogdanovich during an interview on the set:

I'm going to use several voices to tell the story. You hear conversations taped as interviews, and you see quite different scenes going on at the same time. People are writing a book about him—different books. Documentaries ... still pictures, films, tapes. All these witnesses ... The movie's going to be made up of all this raw material. You can imagine how daring the cutting can be, and how much fun.

[PB: Have you written a screenplay?]

Four of them. But most of it's got to be ad-libbed. I've worked on it for so long—years. ... If I were a nineteenth-century novelist, I'd have written a three-volume novel. I know everything that happened to that man. And his family—where he comes from—everything; more than I could ever try to put in a movie. His family—how they were competing with the Kennedys and the Kellys to get out of the lace-curtain Irish department. I love this man and I hate him.^[15]

John Huston confirmed that the film was photographed in a highly unconventional style: "It's through these various cameras that the story is told. The changes from one to another – color, black and white, still, and moving – made for a dazzling variety of effects." He added that principal photography was highly improvised, with the script only loosely being adhered to. At one point, Welles told him, "John, just read the lines or forget them and say what you please. The idea is all that matters."^[16]

In addition to the tightly edited montage of different styles for the main film, Hannaford's film-within-the-film was photographed in an entirely different style, at a much slower pace, as a pastiche of Antonioni. Welles said at the time: "There's a film with the film, which I made [in 1970–71] with my own money. It's the old man's attempt to do a kind of counterculture film, in a surrealist, dreamlike style. We see some of it in the director's projection room, some of it at a drive-in when that breaks down. It's about 50% of the whole movie. Not the kind of film I'd want to make; I've invented a style for him."^[9]: 196

In 1972, Welles said that filming was "96% complete" (which seems to have been an exaggeration, since many of the film's key scenes were not shot until 1973–1975 – although it was true that The Other Side of the Wind, the film-within-the-film, was complete by that stage) and in January 1976 the last scene of principal photography was completed.

Locations

Much of the party scene was filmed in 1974 on Stage 1 at Southwestern Studio in Carefree, Arizona, a suburb of Phoenix, with John Huston, Peter Bogdanovich, Susan Strasberg, Stafford Repp, Dan Tobin, Norman Foster, Cathy Lucas, Peter Jason, and others.^[17] Welles used the living room set and furniture designed for The New Dick Van Dyke Show that remained standing when the show left Southwestern Studio to return to CBS in Hollywood.

Other party scenes were shot in 1974 in a private mansion among the boulders of Carefree, not far from the studio, that was rented by Welles and used as his and other members of the company's residence during the shoot. The opposite house on the same street was used in Michelangelo Antonioni's film Zabriskie Point.

Further party scenes were shot in Bogdanovich's own Beverly Hills house, which Welles stayed in for over two years in 1974–1976, after the film's financial problems meant that the crew could no longer go on renting the Arizona studio and mansion. Parts of the scenery from the previous shoot were redeployed to the Beverly Hills house.

Other scenes were shot in Reseda (where the drive-in cinema scenes were filmed in the same location as the climax of Bogdanovich's Targets), Century City (where the skyscrapers form the backdrop of some of Hannaford's film), Connecticut, France (at Welles' house in Orvilliers), the Netherlands, England, Spain, Belgium, and the Metro-Goldwyn-Mayer back-lot in Hollywood.

The scenes shot on the M.G.M. back-lot, viewed in Hannaford's film-within-a-film, were photographed without M.G.M.'s permission. Welles was smuggled onto the back-lot in a darkened van, while the rest of the cast and crew pretended to be a group of film students visiting the studio. The crew was not confident that they would ever be able to access the back-lot again, and so filmed everything over one long, amphetamine-fuelled week-end in 1970, without sleep. The back-lot, which was seriously dilapidated, was demolished shortly afterwards, and only one more film – That's Entertainment! (1974) – was shot there before its demolition.^[18]

Beginning of production, 1970–71

When Welles moved back to the United States in the late 1960s, the script's setting changed to Hollywood, and second-unit photography started in August 1970. Principal photography in 1970–1971 focused on Hannaford's film-within-a-film. Welles was initially unsure whom to cast as the film director and whether to play the role himself, finally settling in 1974 on his friend the actor-director John Huston. The few party scenes shot before 1974 were shot without Huston, and often contained just one side of a conversation, with Huston's side of the conversation filmed several years later and intended to be edited into the earlier footage.

First pause in filming, 1971–1973

Filming ground to a halt late in 1971 when the U.S. government decided that Welles' European company was a holding company, not a production company, and retrospectively presented him with a large tax bill. Welles had to work on numerous other projects to pay off this debt, and filming could not resume until 1973.^[9]: 197 During that time, Welles acted in a number of other projects to raise funds, and secured further financing in France, Iran and Spain. Some scenes were shot intermittently in 1973, as and when cast were available (as with Lilli Palmer's scenes, all shot in Spain without any other cast present); but the film's main production block did not begin until early 1974, when major shooting of the party happened in Arizona.

1974 production block, alleged embezzlement, and second major pause in the filming

Filming resumed for an intensive four months of production in January to April 1974, when most of the party scenes were shot, but principal photography was undermined by serious financial problems, including embezzlement by one of the investors, who fled with much of the film's budget. Barbara Leaming described the situation in her biography of Welles, based on extensive interviews with Welles:

The first of the backers Orson managed to find in Paris was a Spanish acquaintance of his from the international film community who enthusiastically agreed to kick in $350,000, a little less than half of what Orson and Oja had already invested. Shortly thereafter an equivalent sum was pledged by a French-based Iranian group headed by Mehdi B[o]ushehri, the brother-in-law of the Shah ... Dominique Antoine, a Frenchwoman, made the deal with Orson on behalf of the Iranians ... Orson left France with the understanding that the Spanish partner would act as intermediary with the Iranians in Paris ...

But no sooner were Orson and Oja in Spain than trouble started. "We were perfectly all right as long as I was using Oja's money and mine," says Orson, "but the moment we got associates!" The Iranians appeared not to be living up to their end of the deal. Orson heard from the Spaniard who had flown in from Paris, that the Iranians had not given him the money they had promised. There were heavy rains and flooding in Spain, so Orson and Oja were basically cooped up in their hotel, where they worked on a new script together. The Spaniard returned to Paris to try again. "In a minute they're going to have it," he told Orson later. "It looks all right." In lieu of the Iranian funds, he gave them very small sums of money, which he said were part of the investment he had agreed to make. Not until afterward did Orson discover that the Iranians had indeed been giving the Spaniard the promised money, which had come from Iran in cash, and that, instead of bringing it to Spain, the sly fellow was pocketing it. Says Orson: "We just sat, month after month, while he went to Paris, received the money, and came back and told us that they wouldn't give him any money. He was very convincing to us, and very convincing with them in Paris. He kept flying back and forth extracting money from them. We didn't know them, you see. We knew him." The small sums of money he had been giving Orson as if from his own pocket actually came out of the Iranian funds. His constant reassurance to Orson that the Iranians were about to come through was calculated to keep Orson in Spain out of contact with them. On his part, Orson did not want to interfere in what he presumed were his emissary's delicate negotiations with them. It simply never occurred to him that the fellow was lying—and had never any money of his own to invest in the first place...

Meanwhile, due to foul weather, Orson had decided to abandon Spain for Arizona, where John Huston and a host of other faithfuls joined him. ... The swindler continued his game of collecting cash from the Iranians who, having heard only from him, still did not know that anything was wrong. When they received a telex purportedly from John Huston's agent to ask for a $60,000 advance, Dominique Antoine did ask for further verification. But this did not deter the swindler, who sent her a Screen Actor's Guild form with a bogus Social Security number and signature from the States. The Iranians dispatched the $60,000, which was pocketed by the Spaniard rather than Huston, who, out of friendship for Orson, was actually working for much less. After having sent the money, Dominique Antoine had second thoughts about it. Until now she had deliberately left Orson alone because she sensed he preferred it that way. But now something told her there was a problem. "I think I have to go there," she told Boushehri, "even if Orson isn't pleased." Since Orson had yet to receive a penny from the Iranians, their French representative was the last person he expected to see in the Arizona desert. He could not have been happy to see her. When almost instantly he asked her where the money was, she nervously told him that she had been making regular payments to the intermediary, who obviously hadn't passed them on to him, he broke down.^{[6]: 476–479}

The film's producer Dominique Antoine subsequently endorsed the above account from Barbara Leaming as being "entirely accurate".^[19] A July 1986 article in American Cinematographer also corroborates this story, describing Antoine's arrival in Arizona on the set at Southwestern Studios late at night.^[20] Welles himself told interviewer Tom Snyder in 1975: "I got a backer, and we shot a couple of weeks, and then that backer ran away with my money as well as his."^[21] This story is further corroborated by Peter Bogdanovich, who wrote in November 1997 of the production, "another producer ran back to Europe with $250,000 of Orson's money and never was heard from again (although I recently saw the person on TV accepting an Oscar for coproducing the Best Foreign Film of the year)".^[22] In 2008, film scholars Jean-Pierre Berthomé and François Thomas identified Spanish producer Andrés Vicente Gómez (who collected a Best Foreign Picture Oscar in 1994) as the alleged embezzler, and they date his withdrawal from the project to 1974.^[23] Gómez first met Welles in Spain in 1972, during the making of Treasure Island, in which they were both involved. Gómez then negotiated Welles' deal with the Iranian-owned, Paris-based Les Films de l'Astrophore, the first product of which was the 1973 film F for Fake, followed by The Other Side of the Wind.^[24] As well as the accusation of embezzlement, Welles also had this to say of Gómez: "My Spanish producer never paid my hotel bill for the three months that he kept me waiting in Madrid for the money for The Other Side of the Wind. So I'm scared to death to be in Madrid. I know they're going to come after me with that bill."^[25]

Gómez responded to these accusations in a 2001 memoir, subsequently reproduced on his company website:

Regarding the end of my relationship with Orson Welles some lies were told, although he assured me they did not come from him. Accordingly, I don't want to go into that matter. I don't deem it relevant to mention the details of our split considering that our relationship was always polite and amicable and we had wonderful moments and experiences together. However, I must make it clear that if I abandoned the project, I didn't do so for financial reasons. My agreement with Welles, written and signed by him, envisaged my work as a producer, not an investor. ... Certain people who were close to Welles and part of his inner circle – the same ones who are spoiling his works and making a living from them – tried to justify his difficulties by linking them to the fact that I pulled out. They have even gone so far as to say that I had pocketed some of the Iranian money which in fact never existed, beyond the funds that were spent appropriately.^[24]

Gómez was later interviewed for They'll Love Me When I'm Dead, a 2018 documentary on the making of the film, in which he said, "I read he blamed me because of the finance fiasco, which is totally untrue. I made a settlement with him, there was no complaint, there was no anything. If it was true, why didn't they make any claim from me, you know?"^[26]

Further attempts to raise funds and complete the film, 1975–76

With the film's mounting financial problems after the March 1974 disappearance of Gómez and the simultaneous disappearance of many of the film's funds, Welles had to abandon the Arizona shoot in April 1974 before he could complete all principal photography. In particular, although he had shot seven weeks of footage with Rich Little in one of the lead roles, the re-casting of Peter Bogdanovich in the role meant that many of the film's key scenes had to be re-shot. Accordingly, in 1974 Welles moved into Bogdanovich's Beverly Hills mansion, where he lived on and off for the next few years, and where he intermittently shot more party scenes, until principal photography finally wrapped in January 1976.^[26]

In February 1975, Welles was awarded an AFI Lifetime Achievement Award, and used the star-studded ceremony as an opportunity to pitch for funding to complete the film. (With a touch of irony, one of the scenes he showed his audience featured Boyle screening a rough cut of Hannaford's latest film to a studio boss, in a bid for "end money" to complete his picture.) Sure enough, one producer made what Welles later called a "wonderful offer", but Antoine turned it down on the assumption that an even better offer would arrive. No such offer came, and Welles later bitterly regretted the refusal, commenting before his death that if he had accepted it "the picture would have been finished now and released".^{[6]: 480–484}

Welles estimated that the editing of the film in a distinctive and experimental style would take approximately one year of full-time work (which was how long he had spent on the experimental, rapidly cut editing of his previous completed film, F for Fake – like F for Fake, the film would have averaged approximately one edit per second, and would have lasted around half an hour longer). On F for Fake, Welles had used three separate moviolas, arranged side by side, to simultaneously edit the film. He would perform the cuts to the negative himself, then leave an editing assistant at each moviola to complete the edit while he moved to the next moviola to begin the next edit. The Other Side of the Wind necessitated even more complicated editing, and Welles lined up five moviolas in a semi-circle around a table, with a staff of assistants to help him.^[27]

A change of management at the Iranian production company in 1975 resulted in tensions between Welles and the backers. The new management saw Welles as a liability, and refused to pay him to edit the film. The company made several attempts to reduce Welles' share of the film profits from 50% to 20%, and crucially, attempted to remove his artistic control over the film's final cut. Welles made numerous attempts to seek further financial backing to pay him to complete the editing full-time, including attempting to interest a Canadian backer, but no such funding materialised, and so Welles only edited the film piecemeal in his spare time over the next decade, between other acting assignments which the heavily indebted actor-director needed to support himself.^{[6]: 484–487}

Production dates

The following dates are provided by Jonathan Rosenbaum's chronology of Welles' career:^[28]

• August 17, 1970: Tests begin shooting, Los Angeles.
• August 30, 1970: Principal photography begins, Los Angeles. (Film-within-a-film scenes.)
• September – late December 1970: Shooting & editing continues in Los Angeles, including on the M.G.M. back-lot, Century City. (Film-within-a-film scenes, and car scenes.)
• 1971: Four months of filming in Carefree, Arizona, then later in Beverly Hills. (Party scenes)
• Late 1971/1972: Break in filming due to Welles' recurring tax problems after a fresh I.R.S. audit. Welles turns to raise money by working on other projects, including F for Fake, which is made for Iranian-French production house Les Films de l'Astrophore, with Iranian money provided by Mehdi Boushehri and the participation of French producer Dominique Antoine. For the completion of The Other Side of the Wind, Welles secures funding through a three-way deal, with a third of funds raised by himself, a third from Boushehri through Les Films de l'Astrophore, and a third from Spanish producer Andrés Vicente Gómez.
• Early 1973: Welles and Kodar are stranded by flooding in Madrid for three months, while negotiating with Gómez for funding. They eventually relocate to Paris.
• June – mid-September 1973: Filming in Orvilliers and Paris. (Party scenes.)
• January–April 1974: John Huston is cast in the leading role, which has been vacant up until now. Party scenes are filmed at Southwestern Studio and a private mansion in Carefree, Arizona. Susan Strasberg also joins the cast in Carefree.^[29]
• Sometime in 1974, circa March: Producer Andrés Vicente Gómez leaves the project after allegedly embezzling $250,000 of its budget, and having failed to contribute his promised third of the budget. Eventually, most of the outstanding budget is put forward by Mehdi Boushehri through Les Films de l'Astrophore, leading to legal disputes over whether they owned 33%, 50%, 67% or 80% of the final film. Welles also pours more of his own money into the film, including money borrowed from friends; Peter Bogdanovich puts $500,000 in the film.
• August 1974: Filming in Orvilliers. (Car scene.)
• November–December 1974: Editing in Paris and Rome.
• February–June 1975: Filming at Peter Bogdanovich's house in Beverly Hills. (Party scenes.)
• September 1975 – January 1976: Editing in Beverly Hills.
• January 1976: Principal photography completed.

Missing elements

Welles filmed 96 hours of raw footage (45 hours for the party scenes, and 51 hours for the film-within-a-film), including multiple takes of the same scenes, reshoots with different cast members (e.g. Peter Bogdanovich substituting for Rich Little) but did not complete the following elements:^[30]

• Welles never recorded the opening narration. Bogdanovich, in character as Otterlake, recorded a slightly amended narration for the final film.
• With 40–45 minutes of film edited by Welles, approximately 75–80 minutes still required editing.
• The film lacked a musical score, although Welles had indicated that he wanted a jazz score.
• Two shots had never been filmed: the dummies exploding after being shot, and the final shot of the last car leaving the drive-in theatre. The first was provided with the help of CGI, as dummies shot against a green screen were blended in with manipulated footage of rocks; the second was provided through use of stock footage of a drive-in theatre, with Hannaford's film digitally inserted onto the screen.
• Among the 96 hours of footage, it was found that the original quad sound tapes for many of the 1974 recording sessions were missing. This had to be provided through a combination of digitally cleaned-up second- or third-generation sound sources (e.g. on Welles' workprint material), or through modern actors dubbing, in some cases just dubbing individual words or syllables to salvage line recordings that were otherwise retrieved from the workprint.

Legal difficulties, and efforts to complete the film

Reception