The Billy Weber Interview: Part Two

❉ The film editor on his work with Tim Burton, Tony Scott and Terence Malick, and more.

Tom Cruise, Don Simpson, Kelly McGillis and Jerry Bruckheimer on the set of the original Top Gun. (Photo: ©Paramount/Courtesy Everett Collection)

We continue with We Are Cult’s Nick Clement’s in-depth interview with film editor Billy Weber. Here, Weber covers his exemplary and decade-defining work on Top Gun, Beverly Hills Cop, Midnight Run, Extreme Prejudice, Beverly Hills Cop II, Days of Thunder, Pee-wee’s Big Adventure, The Package, Batman Returns and Josh and S.A.M.

Defining an Era

Beverly Hills Cop became a critical and box-office smash in 1982, and helped to solidify Eddie Murphy as one of the biggest stars in the world. And I can’t help but feel that the impeccable editorial timing in that movie really played a big part on generating some of the film’s biggest laughs and thrills.

That movie was a huge creative process that never seemed to end. We were constantly having the script re-written by a couple of writers and Marty Brest every single night. Stallone was the original star, and he took a stab at re-writing the script, but the studio wasn’t happy with his draft, and everyone felt that Stallone wasn’t the right fit. So Don Simpson and Jerry Bruckheimer, the producers, flew to New York with Marty and Jeff Katzenberg to meet with Eddie. He signed on, the script was re-written for Eddie specifically, and off they went. And when the dailies were coming in, Katzenberg absolutely hated the accent that Bronson Pinchot was using, and he wanted all of his scenes re-shot without him using an accent. So Jerry got on the phone with Katzenberg and told him that they didn’t agree, and that the accent was going to be hysterical. They compromised by agreeing to re-shoot all of his footage if the accent didn’t fully work when it was all cut-together. There were lots of situations like that where Don and Jerry and Marty just had to come up with stuff on the fly to make it all work.

You all must have known you had something special with Beverly Hills Cop.

Not until the first screening. We never fully knew what we had while we were shooting because Marty was always re-writing the script each night after shooting – there were always changes. With Beverly Hills Cop, we had one of the most successful test screenings in the history of Paramount. Nobody had seen the film and during that first screening, there were people standing up in their seats, and screaming at the characters on screen, telling them what to do, or what not to do. It was electric to see that sort of response, and it’s something I’ll never forget. And honestly, you just never know how people are going to react.

After The Warriors, 48 Hrs, and Beverly Hills Cop, did you get the sense that you were becoming an “action guy?” Your credits throughout the 80’s would sort of cement this reputation amongst film lovers.

To be honest, no, I never thought of myself as an “action guy.” I just wanted to keep working with exciting filmmakers and being a part of telling great stories. Which reminds me of a funny story – Don Simpson and Jerry Bruckheimer, both of whom were likely the best producers I’ve ever worked with – they just couldn’t understand why I’d want to follow up Beverly Hills Cop with Pee-wee’s Big Adventure. They just didn’t get it. But I told them that I’d seen Tim Burton’s student films – he’d made Vincent, and then Frankenweenie for Disney, which of course Disney hated. But I knew that Tim was special and I really wanted to work with him.

Pee-wee’s Big Adventure is easily one of my favorite films of all-time, and it’s one of the key films from my own childhood that I can’t wait to introduce to my son. Thinking back on your experiences while working with Tim on the film, what do you remember the most from the editing process?

It was the easiest film I ever had the chance to edit. Tim knows exactly what he wants when he shows up, because ultimately, he thinks like a production designer. He’s got that great visual sense which means that he really is prepared when he’s on set, and he knows precisely what he’s looking for. So, in that respect, the film was very easy to edit because we knew everything that we wanted to achieve.

Director Tony Scott and Tom Cruise on the set of movie Top Gun

And then comes one of the biggest and most iconic films of all-time, Top Gun, which of course has become a touchstone classic for generations of movie lovers.

Don and Jerry were huge at the time. They’d of course hit it big with Flashdance, and Beverly Hills Cop was an absolute blockbuster, and they were just coming off the thriller Thief of Hearts, which didn’t really work, and they knew it was sort of in trouble. But as we know, that film ended up being a blip on their radar. And, I think Thief of Hearts was being cut while we were filming Beverly Hills Cop, and they were released one month apart in 1984. For Top Gun, They had a relatively un-tested director in Tony Scott, as he had only done one movie that hadn’t been successful, The Hunger, and it was really the Don and Jerry show. They knew what they wanted, and one of the reasons I consider them the best producers I ever worked for, is that they always backed the director’s vision.

What were your first impressions of Tony Scott?

I met Tony for the first time at his apartment in West Hollywood, and we got along great, immediately we hit it off, and he was just the sweetest man. I didn’t know anything about him or about his background in commercials. I knew about The Hunger, which was his first movie which hadn’t done very well, and I’d know that at one point he was attached to direct the plane crash survival film, Alive, which ended up getting made in the ’90s by Frank Marshall. But Tony was a great person, and so much fun to work with. He was obsessed with always finding the “perfect shot.” With Tony, it was always about how everything looked on screen.

Director Tony Scott and Tom Cruise on the set of movie Top Gun

It also makes sense to talk about your relationship with film editor Chris Lebenzon, whom you worked with on Top Gun, and who would go on to become one of the key Simpson-Bruckheimer and Tim Burton collaborators throughout the years.

I hired Chris to help cut the flying footage in Top Gun, and we became best friends. I’d met him while I was working on Days of Heaven, and while he was cutting The Secret Life of Plants, and then seven years later when he was working with Mark Warner on Weird Science. Chris is a great guy, and of course, he ended up making a lot of movies with Don and Jerry, and then he became Tim Burton’s go-to guy for a long time. We still talk all the time and remain close friends.

Director Tony Scott and Tom Cruise on the set of movie Top Gun

Top Gun is easily one of the most iconic and celebrated American blockbusters ever made. During the editing process, what were your thoughts? Did you think you had a hit?

The footage we were getting was just spectacular; there was no doubt about it. After Chris and I completed our first assembly edit, we showed it to Don, Jerry, and Tony. And after the end of the first reel, Don got up out of his chair, and started clapping and yelling, and saying how they had a big hit on their hands. Then Tony went off with us for 10 weeks and did his director’s cut, and he brought it to show Don and Jerry. And I can remember Tony coming out of their office and telling me that they were going to send him back to England if he didn’t fix the movie.

Why? What happened?

Tony was always about how it looked – story always came second to the way things looked on screen, so he had become obsessed with stuff like how the light and wind would bounce off the jets, and there were tons of abstract shots and weird angles, and it was just overstuffed with too much aerial footage, and the plot and story got totally lost as a result. He just was more interested in making things look great- you have to remember, Tony would bring his own special filters on to the set and use specific lenses to achieve a very special visual texture. I remember when we were getting ready to do press for the film, he told me that he didn’t really know how to explain what the movie was truly about, and he was sort of nervous to be asked questions by the media. So I wrote down a detailed sentence for him to memorize which explained the film, and he memorized it, and repeated it all throughout the press rounds.

You then went back to work for Walter Hill on the undervalued actioner Extreme Prejudice, which is another movie that has found a big following over the years.

Freeman Davies was cutting that for Walter, and they needed some help because they had too much footage and not enough time to get through it all, so I came in during the middle of the process to help, sort of as a pinch hitter, and then I had to leave before it was fully done. Critics didn’t like it, and it didn’t do any business, but it’s a fun movie, and it’s a pure Walter movie. Powers Boothe was fantastic as the villain and of course, Nick Nolte was great. He’s always great.

And then Simpson, Bruckheimer, and Scott call you back up for more work, this time on Beverly Hills Cop II. Was it a little unnerving to go and make a sequel to a film that so many people loved?

Marty Brest had passed on the sequel, and Tony was available. But, he wasn’t a comedy guy, so after we ran the first cut, Don and Jerry just looked around, and shrugged, and said, “Huh.” It wasn’t a comedy – it played like a straight action movie, which made sense, because Tony was an action guy, and that’s what he knew how to do best, so it was really action heavy. We just never had a great script, and it never had a chance of being as good as the first movie because the script never got there. They re-wrote the script after the first screening and more jokes were shot and added in, and it brought it up a little bit. Eddie also started to act up on the set, the primadonna behavior was starting to show, and he was always late for filming, but he got along great with Tony.

You were the lead editor on Beverly Hill Cop II, correct?

Yes, it was me, and Chris Lebenzon, and I gave Michael Tronick his first picture editing job on Cop II, as he’d been working as a music editor. The film didn’t do well with critics but it was a big hit at the box office. Not as big as the first one, of course, but very successful. One funny bit during editing was that Tony realized a mistake he made. We were watching the shoot-out scene where Ronny Cox gets shot, and we all realized we didn’t have a matching shot to show who Ronny’s shooter was. Tony looked at me and said: “Oh shit, man. I’ve completely fucked up!” We had to go back and get that shot during pick-ups, but that was the sort of guy Tony was – it was controlled chaos all the time.

And then you cut Midnight Run, which many people feel is one of the best films of its type, of all time. It’s another terrific movie by Martin Brest, who really should be getting the chance to work again, it’s just not fair how he was run out of town after Gigli, but we’ll get into that later on.

Midnight Run is a great, great movie, and it’s one of the best movies I ever had the chance to work on, and it was a pure joy to put it together. Originally it was set up at Paramount, and Marty was casting it and developing it there. De Niro was first to be cast, and then it was between Charles Grodin and Robin Williams, and Marty went with Grodin. But, Paramount wanted to cast Cher and Bruce Willis in the lead roles, and Marty was not happy with that idea at all. He then asked Paramount to sell it in turnaround, and remember, Brest had a big deal at Paramount after Beverly Hills Cop, and Midnight Run was his follow-up. Paramount agreed to put it into turnaround, and Casey Silver at Universal, who had previously worked as Simpson and Bruckheimer’s development assistant, read the script and immediately bought it with De Niro and Grodin attached.

Wow. I had no clue about any of that. Cher and Bruce Willis in Midnight Run – that’s a scary thought! How was the production process?

We got that film made exactly how we wanted to get it made. Nobody interfered with us at any point and honestly, it was one of those rare situations where you wouldn’t want to change anything about the process, it was smooth the entire way. It’s just a shame that the film didn’t connect with audiences the way it should have.

Yeah, it should have done three times the box office.

It was a movie for certain areas. We got strong reviews, and it sold out in New York, Chicago, and Los Angeles. But in Dallas, there were four people in the theater. It was an urban movie with a distinct New York sensibility, with De Niro and Grodin doing their thing, and it was a cross-country trip narrative, which sometimes is a tough sell for people.

What did De Niro and Grodin think of the movie?

The first time we showed it to Bob, which was about a week and a half after they finished shooting, he loved it, he was so excited because he’d never done a comedy before. And so to be fair, we wanted to show it to Grodin, so we made him a copy in ½ inch VHS and sent it to him. And the next day, he sent over a 25lb Godiva chocolate basket. He said we’d “made his career” and that he was overjoyed about the picture. And even though the movie didn’t do very well at the box office, the people at Universal loved Grodin as a result of his performance, and he became very popular with them, and would of course star in their Beethoven franchise shortly after Midnight Run. And here’s one more little funny bit – I remember Lew Wasserman, who had been running Universal at the time – he had been going through colon cancer treatments and surgeries, so Midnight Run had actually been sent into production by a group of execs and was fully done by the time Wasserman had recouped. And at the first studio meeting upon Wasserman’s return, he apparently asked: “Who the fuck greenlit a movie starring Robert De Niro and Charles Grodin?”

One of my fondest memories from my teen years involves heading up to the local Blockbuster Video, and scanning all of the VHS cover-art, just looking for that right movie to rent. The Package was that movie that always got rented – it’s one of those old-school, terrifically efficient studio programmers that just aren’t getting made today with the same level of panache. What was it like working on The Package?

It’s exactly as you just described it – it was one of those studio programmers that was just a lot of fun to put together. I’d never edited a Gene Hackman picture before, and I’ve long loved him as an actor, so that was great to get a chance to do, and you know, it didn’t make any money in theatres, but the director, Andy Davis, he’s such a sweet, sweet person, and so easy to work with.

The Package has a big cult following. It’s another one of your credits that’s available on Blu-ray through the rather awesome Kino Lorber Studio Classics line. The Package had heavy rotation on HBO in the ’90s and it really found an audience.

I didn’t realize that – that’s great to hear! We had a terrific cast with Hackman and Tommy Lee Jones, and John Heard and Joanna Cassidy. And after The Package, Andy Davis would of course go on to direct Tommy Lee Jones in Under Siege, which then got him the job on The Fugitive. He did some strong action pictures.

And then, you get the call again from Don Simpson, Jerry Bruckheimer, and Tony Scott, because Days of Thunder was getting ready to rev its engines. I’ve always been a big fan of the movie despite always knowing it was never as good as Top Gun, which they were all clearly going for.

Well, you know, it’s really funny. The experience with Days of Thunder was an interesting one, because honestly, we never had a strong-enough script. That movie was willed into existence because Tom Cruise wanted to drive a race car in a big-budget movie, and Paramount said yes, and they were excited because along with Cruise came Robert Towne, who had written the script. Jerry sent me the script and he asked me what I thought. I said to him: “You’re really going to make this? Why? It’s not very good.” I couldn’t understand why Michael Rooker’s character didn’t die on the race track – if he’s not going to die in that spectacular wreck – than what dramatic reason does Cruise’s character have in order to get back into his race car. It just didn’t add up to me. And Jerry said it was because it was too similar to Top Gun. And I laughed, and I said: “Well, isn’t this supposed to be Top Gun in race cars?” But, the studio loved it because Towne had written it and Tom loved it, so off we went to North Carolina. Tony had already been shooting little inserts and some racing footage before the main photography began.

How cooperative was NASCAR with the production?

They had a very interesting philosophy that basically said – “We don’t need you, you need us” – so they didn’t do us any favors. We had to pay for everything, but they allowed us on the tracks and to film at events, and to use all the logos. But the movie was really driven by Cruise.

How so?

At the time, he was the biggest star in the world, and could get anything made that he wanted. And bottom line – he wanted to drive a race car in a movie. And Robert Towne, he was the original director of the undercover cop movie Rush, which ended up getting made by Lili Fini Zanuck. Towne was on board to direct that film, and he wanted Cruise to play the part that Jason Patric eventually played. So Cruise said to Towne, you write me a script about race cars, and I’ll do Rush for you. And Tom knew that Don and Jerry and Tony would be the perfect team for the project, so they all came aboard. Fast jets, and now, fast cars. And everyone felt – how could you miss? But I remember, while we were on set, Don, who was in great physical health and not on drugs at all, I asked him: “Why are we making this movie?” And he simply said: “Ask my partner.”  Days of Thunder happened because Tom Cruise wanted it to happen. After shooting in North Carolina, the production moved to Daytona Beach, Florida.

Is there any truth to the stories that scenes were filmed with Don Simpson, where he was playing a race car driver, and he was suited up in the full racing outfit? You briefly see his character during those amazing opening credits.

Yes, we shot a quick scene where Don’s character approaches Tom and Robert Duvall, and he imparts a little bit of advice. It was a very short scene, and Don did a great job I thought, he really had fun doing it and took it very seriously. But for whatever reason, Tom and Robert Towne had the scene removed.

Why? Why would they do that?

I have no idea, to be honest.

That’s so odd, especially considering that it was a scene that featured one of the biggest producers in the world at that time, and Tony Scott would have had final cut, no?

Tom Cruise used to have it in his contact, and he still does with the Mission: Impossible franchise, where he has “special consultation rights,” and in some cases, final creative control over the entire piece. So in reality, Tom had final cut on Days of Thunder. And he didn’t want to have the scene with Don talking in the final cut. But we did keep the clip of him in the opening credit sequence.

Which I want to talk to you about specifically, because that’s the scene that I use to demo my sound system when people come to visit at my house. It’s such an awesome three minutes of editing and music and visual texture, and because nobody shot movies like Tony Scott did, it has this specific quality to it that can’t really be fully described. And I just loved all the little inserts and cutaways to all the NASCAR guys getting ready for the race, and just “doing their thing.” How did this opening credits sequence come about?

The opening credit sequence was actually made up from footage that I had cut together early in the creative process. We wanted to show NASCAR what we were doing, and what our intention was with the project, so early on, Tony went down to a race track and shot all of this B-roll footage of race track guys talking and mingling and doing their prep and working on the cars, and we got together with Hans Zimmer who sort of called upon his score from Driving Miss Daisy, you can hear some of it in the score for Days of Thunder. And it has that advertising-look to it, with all of the brands and logos, which of course makes sense because Tony was so great with that stuff.

And then the film came out, and it did OK business, but it was considered to be a failure when compared to Top Gun and previous hits for Simpson and Bruckheimer and Scott and Cruise. And critically, it wasn’t well-received though it’s gone on to have a healthy life on cable and home video platforms.

The first hour is really fun and the racing footage that Tony got was extraordinary, but there wasn’t enough emotion, and it didn’t have the same dramatic pull that Top Gun did. I really think that they made a big mistake about not killing Rooker’s character, and they even went back and shot a quick dialogue scene between Tom and Nicole Kidman, that sort of gave purpose to the reason that Cruise would get back on the track to race after that terrible accident, but it just wasn’t good enough. We had only one test screening for Days of Thunder, and it got a very lukewarm response, and right away everyone knew how it was all going to play out when it hit theaters. You needed to have an accident with a death, and we didn’t have that.

An Editor Directs

How did you get involved with directing the second unit footage on Batman Returns? Also, just a personal tidbit, Batman Returns remains one of my favourite cinematic depictions of the caped crusader, and I love the tone of that movie – it’s so bonkers!

It really was Tim Burton unleashed with the character in a way that he wasn’t able to do on the first one, but after the first one was such a big success, the studio left us alone, even though they were very worried about the footage and the overall tone of the movie. The story is so much darker than the first one – the actual plot is really disturbing – and again, the first one had been a huge moneymaker, so Tim was given his freedom.

Yeah, I always felt that Batman Returns seemed like the proper vision for what Burton wanted to do with the character.

Oh, absolutely. And here’s one fun thing about Burton’s original Batman – he wanted Christopher Walken for Bruce Wayne/Batman, and John Malkovich for The Joker. But Jon Peters and Peter Guber said absolutely not, and threatened to take him off the picture if he was set in stone about those casting ideas. So when he finally got the chance to make Batman Returns, that’s why the vibe is so of the wall – it was the Batman movie that Tim had wanted to make all along, and because of the success of the first one, nobody bothered him during production, and we were pretty much left alone to make the film we all wanted to make. And he got to cast Walken as one of the bad guys.

So you had no previous directing experience, and here you are, doing second unit direction on a massively budgeted sequel to one of the biggest and most influential blockbusters of all time – that’s so crazy to really think about!

Yes, and it was so much fun, I had a great time doing it.  I had worked with Tim on Pee-wee, and at the time, he knew I was interested in directing. I was developing a few projects and was reading scripts, and I really thought I wanted to go into directing. So, Tim called me and asked if I wanted to do Second Unit on Batman Returns, and so I obviously said yes, that I would be honored to do it. The Second Unit shot for 50 days, with a crew of between 50-60 people. Whatever Tim didn’t get that day through the main unit, the Second Unit would get the following day, provided there was no major talent involved. And then on top of it, I handled a lot of the action sequences, the car chase stuff, tons of extras, and all of the penguin footage, which was really extraordinary. The opening prologue with Paul Reubens and Diane Salinger, playing the Penguin’s parents, where they send him off into the sewer – that was also done by the Second Unit.

Wow, I would never have expected that stuff to have been Second Unit!

Yeah, at the time, Batman Returns was the biggest production that Warner Brothers had done on the stages in Los Angeles, and that entire movie, except for one shot of Michelle Pfeiffer in her car driving, was done on the lot at Warner Brothers. It was a massive production. And the penguins, they were amazing to work with. The little ones were easy and a pleasure, but the big guys, the Emperors, they are big, about four and a half feet tall, and they have very specific health requirements. They need a constant 35 degree or under environment, so the studio rented massive AC units to keep the sets extremely cold, and they had their own trailer with a pool attached to it. They are big, intelligent creatures, and they’d been raised by a guy from the UK, who had gotten them as babies from the Falkland Islands, and he flew them over from London to Los Angeles for the filming of the movie. But you had to be very careful with them otherwise they could get very sick.

So those penguins were very well taken care of on the set it would seem?

Oh yes, they were very well looked after, and they did a great job in terms of what they added to those sequences in the film. And overall, it was just a massive production. I had two cinematographers on the Second Unit, Paul Ryan and Don Burgess, and Don as I’m sure you know went on to become Robert Zemeckis’ cameraman for a long time. I gave Don his first solo DOP job on Josh and S.A.M.

Yeah, your only full-blown “Directed By” credit comes courtesy of the super underrated “kid’s movie” Josh and S.A.M., which didn’t fare well with critics or at the box office, but has definitely picked up a big cult following. I was lucky enough to see it in the theater, and because of my age at the time, the themes very much resonated with me. How did this film come about?

Josh and S.A.M. was greenlit by Castle Rock while I was wrapping up work on Batman Returns, so I went immediately from one film into the other with no break, and they put us basically straight into pre-production. The film was based on an idea I had, because as a child, I was obsessed with a film called The Little Fugitive, which I’d seen when I was around nine or 10 years old, and it made a huge impact on me. So I wanted to do a remake of that movie, and I pitched it to Marty Brest, who produced the film, and he loved it. So we met with some writers, and one guy, Frank Deese, we really liked him, so he went off and over a weekend he did a treatment, and Universal said OK. So, they struck a deal with Frank to write the script.

But the film wasn’t a production with Universal.

No, Universal ended up getting nervous about the content in the script, so they passed on it, and they put it into turnaround, and we brought it to MGM and Fox, who both passed on it. Carolco was interested in it, but they saw it as a low budget project in the $3-4 million range. Disney showed some major interest in the script, and in one of the early drafts of the script, we had the kids end their journey at Epcott, which of course would have made sense for Disney. But Castle Rock was the one who wanted it the most, so we went with them and it was a straight production deal. They loved the script, so we went right into casting and hiring the crew and off we went to make the movie. Shooting went great. I had a wonderful time making the film. My line producer, at one point, said to me that it was amazing because it was as if I’d directed 25 movies before my first one. But it was all of my experiences as an editor that had really prepped me to direct. And the final cut was 100% my vision and I had total support from the studio the entire time.

It really is such a unique film, and exactly the sort of movie that Hollywood knew how to make in the ‘80s and early ‘90s. They don’t make ‘em like that anymore.

We wanted to make a movie for kids which would then be taken seriously enough by adults. We walked a fine-line with the tone, and initially, it didn’t work for a lot of people. I’ve always been very happy with it, and I consider it a great experience. The release was terrible, and even Castle Rock would admit that they messed up by releasing it against Mrs. Doubtfire. We had four previews with kids in the audience, and during these test screenings, kids loved it, but parents were unsure. Then, the MPAA slapped us with a PG-13 rating, which meant we couldn’t market the movie as a “Family Movie Experience,” which really hurt us. We appealed the rating to get it down to a PG but they didn’t budge. And we kept saying, look at Home Alone  – that movie is filled with violence, but their response was always that Home Alone was a “cartoon” and that the violence was meaningless. But I always disagreed. But they felt that the kids in Josh and S.A.M. were doing things that were legitimately dangerous, like jumping from moving trains and running away from home and stealing cars. It was the themes that the ratings board objected to, and then when parents saw it, they didn’t want to recommend it to other parents.

Did you ever want to direct again?

Yes, and I got offers after Josh and S.A.M. to direct other things, but it just never happened again. Nothing ever really got me super excited, and I wanted to make a living, and I knew I’d make more money and work on more interesting projects as an editor. But I’ve definitely tried to direct other things throughout the years and I’ve still got a few things up my sleeve.


 Nick Clement is a journalist for Variety Magazine and motion picture screenplay consultant, as well as a critic for websites We Are Cult and Back to the Movies. He wrote the introduction to the book Double Features: Big Ideas in Film, which was published by The Great Books Foundation, and is currently working on a book about the life and work of filmmaker Tony Scott. He lives in Connecticut with his wife and son.

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