On (Re)Writing Pretty Woman

To this day, people often ask me why my name doesn’t appear in the credits of the film, Pretty Woman, on which I did a lot of work.   It’s a long story and it’s a short story.  The long one first, at least as I remember it.

In the late eighties, Touchstone Picture acquired the rights to the screenplay, 3000, by J.F. Lawton. It was the dark, gritty, very realistic story of Vivian, a street prostitute, and Edward, a manipulative, amoral, wealthy businessman who hires Vivian’s services for a week.  The best way to describe the tone of the screenplay is that it ends with Vivian emptying her suitcases of all the expensive clothes Edwards has bought for her and, screaming hysterically in the middle of Hollywood Boulevard, throwing them at his limo as he drives off into the sunset, never to see her again.  It would have made a very interesting movie but it wasn’t the movie Disney/Touchstone wanted to make.

I don’t know who – it might have been David Hoberman or Donald DeLine but it was probably Jeffrey Katzenberg – but someone had the idea that 3000 could be a romantic-comedy.  They were so sure of this they’d hired a director, Gary Marshall, and already had a lovely, young actress to play Vivian – Julia Roberts, who was coming off a wonderful film, Mystic Pizza, and who had recently wrapped Steel Magnolias.  What they didn’t have yet was the script they wanted.  (As Gary Marshall would say – “I haven’t found the funny.”)  And so they were interviewing writers.  A lot of writers. And I was one of them. And probably like all of them, I had read this script and thought – “how the hell is the story/relationship of a coke whore and a Machiavellian asshole supposed to be a romantic comedy?” And guess what? Thanks to my background in the theatre, I came up with an answer. When in doubt, steal.

“Pygmalion,” I said. “My Fair Lady.”

The room looked at me. Producers (one of them, the great Laura Ziskin), assistants, interns. Gary Marshall. You could see the light bulbs going off. Pygmalion is the story of a well-born professor of phonetics, Henry Higgins, who on a bet, takes Eliza Doolittle, a cockney flower girl from the streets, and turns her into a well-spoken lady. And in doing so, falls in love with her. Vivian would be Eliza Doolittle. Edward would be Henry Higgins.

“We’ll get back to you,” the room said.

They didn’t have to. They could have taken the idea and gone with someone else, a more prominent name. I think it says something about the integrity of the time that they didn’t.

They hired me.

In the movies, story is everything.  It’s not for nothing that Robert McKee, the dean of screenwriting workshops, has a bestselling book called simply, Story.   And with the structure and tone of Shaw’s Pygmalion and Lerner and Lowe’s My Fair Lady in mind, let’s face it, I had a pretty good story to work with.   Still it was intimidating.  It is easier to make something good out of something bad than to take something good and make it better.  One thing it did was it allowed me to add characters – Colonel Pickering became the hotel concierge (played by Gary Marshall’s go to guy, Hector Elizondo). The young business exec who, to Edward’s dismay, falls in love with Vivian was Freddy Eynsford-Hill.   I never could figure out an Alfred Doolittle – at one time I think I tried to make it a fellow streetwalker.   The template also suggested new scenes and places.  The LA polo grounds replaced Ascot races (“Rich people picking up dirt I can do funny!” said Gary Marshall) and the San Francisco Opera replaced My Fair Lady’s Embassy Ball.

I found it relatively easy to lighten the tone of the piece – to make the characters “likable” – which means, as an audience, identifying with them. I find writing dialogue sort of like an actor doing an improvisation – once I get the character’s voice in my head I follow him or her. I have a sense of where I want them to go but I don’t impose. I keep their motivations and objectives close at hand.  A man is rich but he is unhappy. His life is empty. He yearns for something, he doesn’t know what. And now he finds it in such an unlikely place, he doesn’t recognize it. We identify with that. A young woman through reasons unknown is living on the edge. She desperately wants something better. We identify with that. They banter with one another. They surprise one another. They desire one another. They are taken with one another. He treats her with respect and affection. She both surprises him and delights him. We see it. We are pleased by it. We begin to root for them. There are obstacles, thrown at them by others and of their own making.  We want desperately for them to overcome those obstacles.  Why? Because essentially they are good people. Even though they are very different, with different backgrounds, like Henry Higgins and Eliza Doolittle, they are right together. They complete one another.  He, in fact, needs her more than she needs him. Fairy tales are made of such things.

Favorite moment 1. When we first meet Vivian she is in thigh high boots, heavy make-up, carries, multi-colored condoms and wears, yes, a fake looking, brassy blonde wig. We love the fact that she can drive a Ferrari and he can’t. (She can do a lot of things, he can’t.) She is, however, a prostitute. Society teaches us to look down on women of the night. What to do about that? I think one of the most important moments of the film – and I’ll take credit for it – is when Vivian takes off the wig. In doing so, she transforms from a streetwalker into Julia Roberts. What else is there to say?

Favorite moment 2. At the San Francisco Opera, Edwards offers Vivian an open jewel case. In it is a magnificent necklace, one she is to wear for the evening. The sight of it moves her and leaves her breathless. Before the take (the moment when the director calls action), Gary Marshall asked Richard Gere (Edward) to snap the case shut as Julia Roberts (Vivian) reached for the necklace just to see her reaction. Gere did and startled, Julia Roberts stepped back, eyes wide and – began laughing. Neither actor broke character, neither broke the reality of the scene, both built on the moment. You sense Vivian’s trust of Edward and Edward’s growing adoration for her. And it was totally improvised. To me, it’s as amazing and honest a moment between two people as I’ve ever seen in a film.

The screenwriter, William Goldman (Butch Cassidy and The Sundance Kid), once wrote that if you have a good script and the right cast, the movie might work. A great cast can’t save a bad script and a bad cast will ruin a great script. Pretty Woman – a pretty good script if I do say so myself – worked because Julia Roberts and Richard Gere worked.  And guess what? Richard Gere almost wasn’t in it.

Casting films is a crazy business.  Career changing roles often come about by accident or happenstance, by offers being rejected by other actors first. Martin Sheen replaced Harvey Keitel on Apocalypse Now. Tom Selleck couldn’t get out of his commitment to Magnum PI to play Indiana Jones. John Travolta turned down the role of Forrest Gump. Sean Connery turned down the role of Gandalf in Peter Jackson’s Lord of the Rings.

And speaking of Sean Connery.

I was working on my first draft of Pretty Woman when it came down that he was who they were talking to about playing the role of Edward. First impression? They were taking the idea of Henry Higgins way too seriously.  (Maybe Connery and Michelle Pfeiffer who, I later heard, was offered the role of Vivian before Julia.) At any rate, he passed.

I subsequently heard the pitch – there wasn’t the new draft quite yet – subsequently went to Robert Redford, Harrison Ford, Warren Beatty and Mickey Rourke (who in the 80’s, post Diner, post 9 ½ Weeks, pre-plastic surgery, would have been interesting). “Went” means it was discussed with their agents.

I turned the script in and it was well received.  I even got a phone call from Disney president Jeffrey Katzenberg – “Great work. Talk soon. Gotta go.” – and even though Katzenberg was famous for making about a billion phone calls on his thirty minute drive home every night – he sat in his car, his secretary fired them in from the office – I was thrilled.  A lot of people could learn from Katzenberg.

I began a second draft with notes – lots of notes. People always have notes. To sit in a studio script meeting and not have a note to give to the writer is like saying you’re not fit for anything in La-La Land but going for coffee. (My personal favorite – “I think we need to develop the characters more.”  My second favorite – “I think we need to make the scene more magical.”  WE.)   Anyway, one day, while working away, sifting through notes, I got an excited phone call from the assistant to someone – “Al Pacino wants to do a reading of the script.”

Now I am often a huge Al Pacino fan. Godfather I & II. Scarecrow with Gene Hackman. Serpico. Dog Day Afternoon. The Basic Training of Pavlo Hummel (on Broadway). But I also think he can be guilty of chewing the scenery to bits and I’ve never seen him successfully pull off a romantic comedy – actually I think the only one he’s been in is Author, Author where he played – ouch – a playwright.

But we flew to New York and we read. Al Pacino, Julia Roberts (to me she was, like, er, uh, immediately tongue-glued-to-the-roof-of-my-mouth amazing and she hadn’t even read a word yet), Gary Marshal, (who somehow got stuck in a toilet stall for 20 minutes until his female assistant freed him – these things seemed to happen to him) and various New York based actors to play various roles. Al Pacino, dressed in black from head to toe, shirt open to his navel, was…. Al Pacino. Intense. Feral. Mercurial. Genius and wackjob, hubris and insecurity, in equal measure. The role of Edward, as written, did not flow trippingly from his tongue. Saliva flew (when Pacino did a play, the people in the first several rows needed umbrellas). The sense of connection between the two leads was questionable at best.

Hollywood Rule 7a. When in doubt, do a rewrite on the script.  Rule 7b – When forward momentum on a project grinds to a halt, do a rewrite on the script – it creates a false sense of progress.  Rule 7c – When offering the role to a “bankable” star or director, always tell them the script is a work in progress.  “We’re working on a rewrite” and “any input you have would be invaluable” – meaning we’ll change it to what you want if you say you’ll do it.

So it came to pass that I was hired to do a “rewrite” just for Al Pacino. It was a vague assignment at best. I wasn’t changing the beats of the story or the objectives and motivations of the character. I was trying to incorporate an actor’s energy, his delivery, and his tics into the role – make a more comfortable fit.   At any rate, just around the time I finished the draft, I got a call that Al Pacino had passed. He felt the role just wasn’t for him. I think he was right.

Being a screen writer is a funny thing. All in all, I did three, maybe four drafts of Pretty Woman.  The title of the movie didn’t come into play until months and months later – somehow someone acquired the rights to the Roy Orbison song and I’m not sure what came first the song or the idea to use it.  I would say I had sort of slipped away before that. There is really only so much a (re)writer can do. You start repeating yourself, second guessing yourself.  In trying to address the endless notes, you lose your perspective and the originality you initially brought to the work. I had moved on to another writing project offered by Disney/Touchstone by the time Pretty Woman went into production. They had, yes, cast Richard Gere – “settled for him” – by then. His career was in a lull at that moment. He had gone from films like Days of Heaven to American Gigolo to An Officer and a Gentlemen to semi-disasters like Cotton Club and King David. They had also hired a wonderful writer, Barbara Benedict to help shape the role of Edward for him.

I guess you could say it all worked out in the end.

And now we go back to credit. When there are three or more writers on a film, credit on the film automatically goes to what is called arbitration. A panel of three WGA members (Writers Guild of America) sit down with the drafts of the script and statements from the writers detailing what they think is their contribution to the final draft and why they should receive credit. I’m sure they take individual scenes, character development and dialogue into account but as I understand it, at the end of the day they are focused on structure and story. It was my feeling that I contributed to all of the above. And that’s what I said. My written statement to the arbitration committee was something along the lines of – “I think the work I did on the script speaks for itself.”

I was an idiot.

I have learned in subsequent years that statements from writers on what they did to a script can go on forever. They take the script and give a detailed account of their perceived contribution to every page. They point out that C is a variation of B which is a variation of A which originally was my idea!  I didn’t and I still don’t have the patience for it. Coming out of the theatre I also had this feeling that If I was ever rewritten, I would no longer feel complete ownership of my work. How can you claim credit for something that’s no longer completely yours? (The reality with a screenplay is that it’s never really yours. I’ve been on sets where things were changed, rewritten, made up and/or improvised at a moment’s notice.)

It’s my opinion that there should be a contributing writer credit. You have associate and executive producer credits given to those who never set foot in a meeting or onto a film set. In the end credits you have list of drivers, assistants to the assistants, location managers and the craft service people (caterers). No writers? Come on. Why isn’t there such a credit? Because sole credit brings a writer money in both bonus and, these days, residuals and it brings them future work. In the current system, a writer has every reason not to want to share. It’s disingenuous at best.

In the initial one sheet (poster) of Pretty Woman, the screenplay is by J.F. Lawton, Stephen Metcalfe and Barbara Benedict.   I have a miniature version, given to me by Touchstone Pictures.  In my opinion, that’s what it should have been, simple as that.  Was I disappointed?  Yes. But I got over it very quickly.  And because my contribution to Pretty Woman was common knowledge in Hollywood, the phone didn’t stop ringing for many, many years.

The downside is that I was categorized as a writer of romantic comedies.

But that’s another story.

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