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Genesis and Financing

The genesis of Phantom of the Paradise was Brian De Palma's sad experience in 1969 hearing a Beatles song played as muzak in an elevator, and realizing that everything that's beautiful can be transformed by corporate America into garbage for the sake of a dollar. He combined that with his own experiences of trying to pitch his original material to indifferent studio executives who either ignored it or ripped it off, and an idea from Mark Stone and John Wiser, two of his friends, about a "Phantom of the Fillmore" (a title which appears on early versions of the script, but which was dropped when the rights to the "Fillmore" name couldn't be obtained from Bill Graham)...
 
 
...and five years later, the result was Phantom of the Paradise. (An intervening title was simply Phantom, but concerns about conflict with the King Features comic strip by that name forced the addition of "...of the Paradise".)

Initially, De Palma had sold the script (and the script for his immediately preceding film, Sisters, as well) to producer Marty Ransohoff at Filmways. From there it made its way to Ray Stark. At the time, Stark was producing Barbra Streisand vehicles like The Owl and the Pussycat, Funny Lady, and The Way We Were; quality fare, to be sure, but with a sensibility very different from De Palma's. It seems likely that De Palma and Stark had irreconcilable creative differences which prevented them from bringing Sisters or Phantom to fruition together. In any event, producer Ed Pressman and De Palma ultimately purchased both scripts back from Stark, and pursued financing independently.

Sisters was made first, as it seemed the simpler project, and sold to American International Pictures for distribution. Initially, Pressman and De Palma were to work with AIP's financing on Phantom, but AIP balked at De Palma's budgetary needs.

After failing to attract interest from the major studios, Pressman and De Palma turned instead to a real estate developer named Gustave Berne for financing. Berne put up approximately half of the production costs, and Phantom was on its way.

Casting

In his attempts to get financing for Phantom, De Palma had, when the studios failed to show any interest in bankrolling production, approached record companies, seeking to entice them to become involved. While visiting Michael Arciaga at A&M Records, he ran into Paul Williams, and, though he knew little about Williams's music at that point, felt that Paul had the right "look" for his film.

At the time, Williams, who was in tremendous demand as a composer, was trying to develop his resume as an actor. Williams's deal with De Palma and Pressman entailed providing the music for far less than his accustomed pay, in exchange for a principal onscreen part. De Palma was initially interested in having Williams play the Phantom, a role that he had written originally for his longtime friend and collaborator Bill Finley...which meant that Gerrit Graham, another longtime De Palma mainstay, would have played Spectre (as Swan was known in the early scripts -- a play on both record producer Phil Spector, upon whom De Palma had modeled the Swan character, and Swan's otherworldliness.)
 
 
Since Peter Boyle was originally under consideration for Beef (then called "Captain Beef" in the scripts), Finley would have ended up out in the cold.

Williams, however, didn't feel he was "scary enough " to play the Phantom, and, only two weeks before rehearsals started, decided with De Palma that he would play the character that eventually became Swan. (At one point, after the Spectre name was discarded, Swan's character was called "Dorian," a heavy-handed reference to the "Picture of Dorian Grey" subplot.)
 
 
Sha Na Na was originally slated to play the Juicy Fruits, but when that fell through (according to De Palma the problem was interpersonal friction within the group), De Palma had to assemble his own group. (Apparently, Beef was originally to have been one of the Juicy Fruits, who sort of gets "promoted", and the guys in Sha Na Na couldn't stop fighting over which of them would get this larger (juicier?) role.) Paul Williams brought his friend songwriter Jeff Comanor in; and De Palma, at Bill Finley's urging, went to see Harold Oblong performing in the New York production of "Lemmings" (playing the part that had been John Belushi's before Belushi left to join the Not Ready for Prime Time Players), and hired him away. Oblong, in turn, brought in his friend Archie Hahn. Comanor, Oblong and Hahn had backgrounds which were for the most part in improvisational comedy, though all had musical talent as well. The three rehearsed their numbers off by themselves, and then brought fully realized performances to De Palma, who focused on finding interesting ways to shoot them. While Oblong did the choreography for the bands and backup singers for each of the three songs (and Beef's choreography for Life at Last), each of the lead singers for the Fruits/Beach Bums/Undead's numbers worked out their own movements. It was Paul Williams' idea that Archie Hahn's lead singer in Goodbye, Eddie would have a Puerto Rican accent.

De Palma saw Jessica Harper, who at the time had no film experience whatsoever, in a New York stage production of Doctor Selavy's Magic Theatre and was apparently impressed; she was invited to audition for Phantom, and won her part over Linda Ronstadt, among others.
 
 
The film was made for -- depending whom you ask -- around one and a half million dollars (according to De Palma) or one point one million (Pressman), including deferred salaries, and was sold in less than ten days to 20th Century Fox, at the culmination of a bidding war involving six studios, for a two million dollar advance -- a record, at that time, for an independent film. Fox took out a two-page ad in Variety to announce their acquisition.
 
 
Locations

Phantom was shot primarily on sets in Los Angeles at Producer's Studio (with the rooftop scene where Swan explains the "This Contract Terminates with Swan" clause being the first before the cameras), and at the Greystone Mansion in Beverly Hills -- at that time being leased by the American Film Institute -- which played the role of the Swanage for certain interior scenes, like the audition lineup where Winslow first meets Phoenix.

After two weeks in Los Angeles, production then moved to Dallas's Majestic Theater for five weeks, mostly for the scenes at the Paradise, and then finally to New York for three weeks. Scheduled for seven weeks, shooting took ten, in the winter of 1973. The very last shot filmed (according to Finley, who might have been kidding) was Winslow getting his head mashed in the record press.
 
Our Principal Archivist recently paid a visit to the building used for Swanage interiors, shown above.
 
Swanage exteriors were shot at the Dallas County Courthouse, also known as Big Red.
 
The Swanage as it appears today, with some work being done. Photo courtesy of Visiting ArchiFelligist Mo'.
 
The spot on the roof where Winslow had his heart broken, as it looks today and as seen in the film.
"Today" photo courtesy of Visiting ArchiFelligist Mo'.
 
Swan and Winslow's exchange on the "roof" of the Swanage was shot on a soundstage in Los Angeles.
 
The exterior of the Death Records building was played by the Zales Building, located at 2400 N. Stemmons Freeway, in Dallas. The building has since been bought by Mobil Oil. We at the Swan Archives like the idea that Death Records is now owned by an oil company...it seems suitably evil.
 
The Zales/Mobil building as it looks today.
Photo courtesy of Visiting ArchiFelligist Mo'.
 
The Zales/Mobil building as it looked in the film.
 
The Zales/Mobil building played the role of Sandman Headquarters (and was blown up!) in Logan's Run, filmed in 1975. Logan's Run starred Jenny Agutter, who was in Child's Play 2 with Phantom's Gerrit Graham. Gerrit Graham was in Walker with David Hayman. David Hayman was in Where the Truth Lies with Kevin Bacon. This gives Death Records a Bacon Score of 3.
 
The Paradise was played by Dallas' Majestic Theater, which still stands, though it's changed a bit over the years. Here's a shot of the Majestic's interior, where the décor still resembles what was seen in the film. In the background you can see Swan's "hall of mirrors".
 
Photo courtesy of Visiting ArchiFelligist Mo'.
 
Production

Shooting was by all accounts hectic and, even according to De Palma himself, disorganized. It appears, for example, that Paul Williams was only filmed once in Swan's "video room"; the first shot of him watching video (the replay of the Juicy Fruits' exploding prop car) is the same shot as is used later, when he's watching the video-record of his contracts with Winslow and Phoenix. That first time, the continuity's all wrong: as he enters the video room, he's wearing his beige suit. Once inside, we see him in his dark suit and red-patterned shirt from later in the film, and then on his way back out he's wearing his beige suit again. Our Archivists theorize that this discontinuity may have been due to the the video room likely having been a set built in Los Angeles, while Swan's entry into and exit from that room would have been shot weeks later at the Majestic in Dallas.
 
 
 
 
The Phantom's cape changes throughout the film, from a black silver-lined cape (used in the scene which was first shot, the rainy night on the roof of the Swanage), to a red satin cape, to a red velvet cape. According to William Finley, the silver cape "was impossible to work in...it reflected all sorts of light, it was just terribly designed and was rotten and I hated it." There were at least four different capes, and the production switched from cape to cape when one or another got dirty. "Strictly budget," says Finley. "We figured if anybody noticed, their reaction would be, 'who cares?'"

The Phantom's helmet was made by Sonny Burman, whose brother Tom made Winslow's scarred facial appliance; the Burmans were both working at John Chambers' studio. It seems likely that Tom also made the facial appliance used by Paul Williams for the scene in which Swan is "melting". Williams' silver facemask for that scene was the mold that had been taken of his face for use by the makeup crew on Planet of the Apes, in which he had played an orangutan. Winslow's makeup was designed by Rolf Miller.

In addition to having a budget that wasn't fully up to the task, the production was plagued by cashflow problems, and was for that reason almost constantly on the verge of being shut down. The producers had apparently placed production funds in 90-day CD's and the like, and could only get at them when the CD's matured, which wasn't happening quite quickly enough to meet day-to-day expenses. For a while during the Dallas phase of production, crew who didn't get to the bank early in the day on payday found there weren't sufficient funds left in the production account to honor their checks, so each payday became a game among the crew to get to the bank before everyone else. The cash situation stabilized eventually, until the last week in New York, when checks started bouncing again. (At one point during production, Pressman was personally "escorted" to the bank by Teamsters to assist them in negotiating their paychecks.)

As well, the Dallas hotel in which the crew was initially housed, although a national brand, suffered from inoperative climate control (in the dead of Dallas winter) and was plagued by rats; many in the crew quickly decided to rent apartments instead. Similarly, in New York, much of the crew was initially put up in a dump, and had to prevail upon Pressman to move them to the St. Moritz.

The room-filling synthesizer we see the Phantom playing in the basement of the Paradise is a real, one-of-a-kind instrument called T.O.N.T.O. (for "The Original New Timbral Orchestra"). T.O.N.T.O. was the world's first multitimbral polyphonic analog synthesizer, and was designed and built by a pair of Grammy winning musician/engineer/producer/sound designers -- Malcolm Cecil and Robert Margouleff. It's a Series III Moog modular synthesizer, which Cecil expanded with modules from Moog, Arp, Oberheim, and others. It was used by Stevie Wonder on several albums, and is also heard on records by Quincy Jones, Bobby Womack, The Isley Brothers, Gil Scott-Heron and Weather Report, Steven Stills, The Doobie Brothers, Dave Mason, Little Feat, and Joan Baez. All those dials and jacks on the walls are actually part of the thing, and not some set-designer's fantasy.
 
Stevie Wonder, playing TONTO during the recording of the Innervisions album, at Ladyland Studios.
 
 
We unfortunately don't hear sounds actually generated by T.O.N.T.O. in the film, where it's used only for its striking appearance. If you're interested in hearing what T.O.N.T.O. was actually capable of, track down a copy of "Tonto Rides Again," by Tonto's Expanding Head Band.
 
 
T.O.N.T.O., after being liberated from the Paradise. Photos courtesy of Kevin Lightner.
 
T.O.N.T.O. still exists, and is today owned by Malcolm Cecil, pictured here with his creation.
 
"The Hell of It", which plays over the final credits, was originally written to be played at Beef's funeral, but the funeral sequence was never filmed. The tap-dancing sound effect was to be a little girl who jumps on Beef's coffin as it's being lowered into the ground, to audition for Swan.

The jiggly effect in Beef's electrocution was accomplished by editor Paul Hirsch taking each third pair of frames and reversing their order, to achieve a "stuttering" look. That is, it would go three frames forward, then one frame back, then three forward, then one back..2-1-4-3-6-5-8-7 and so forth. We at The Swan Archives think this was pretty clever. At the time, Hirsch had only edited two other films, De Palma's Greetings and Sisters. Hirsch was also responsible for the direction of the various elements of the montage of the Phantom rewriting his cantata while dreaming of Phoenix. Hirsch borrowed time-passing techniques pioneered by Slavko Vorkapic, such as clocks flying through the frame, candles burning down and sheets of music piling up. He's continued to work frequently with De Palma, and also on lesser projects, like Star Wars, for which he won an Oscar, and Ray, for which he was nominated. In fact, Hirsch first met George Lucas at a screening of Phantom at which Lucas professed admiration for the editing. Hirsch believes his work on Phantom is probably responsible for his being hired on Star Wars the following year.

The substance used to play the role of Beef's cocaine was dried lactose. Gerrit Graham does not recommend snorting this stuff. Apparently, it gets all clumpy and has to be "snotted out". (Here at The Swan Archives, we don't judge the news; we just report it.) Beef's shower, by the way, didn't have a working drain, so Graham had to shoot the scene with water pooling up around his feet until it could be pumped out for the next take. (Six or seven takes of Graham getting hit in the face with the plunger were required.) De Palma had wanted the Phantom to be armed only with a plunger, while Paul Williams wanted him armed only with a knife; it was Finley, mediating between the two, who suggested having the Phantom cut the shower curtain open with a knife, and then shove the plunger through the hole.

Although Beef's singing voice is dubbed by Ray Kennedy for the performance of Life at Last, that's Gerrit Graham's actual singing voice in the shower, and in Beef's first appearance at Swan's circular-desk auditions.

Sound

Phantom was one of a relatively small number of films in the 70's that were released in some theaters in four track mag sound. Prints with mag sound had four magnetic oxide stripes (similar to cassette tape) adhering to the print, with two stripes on either side of each set of sprocket holes. Projectors equipped with a magnetic sound pickup unit (called a penthouse because of its positioning atop the projector) could accommodate these special prints. Although it was four track, it was not "quadrophonic," in that the four channels were left, right, center, and rear, rather than left-front, right-front, left-rear, and right-rear. Despite there being four discrete channels, the sound was referred to as "stereo." Still, very fancy for the time.

The Archives receives a lot of inquiries about how sound recording was handled. The electronic processing of the Phantom's speaking voice (which had sounded normal on-set) was done in post-production. The songs were pre-recorded at A&M's recording studios, and the actors lip-synched to on-set playback of their pre-recorded performances (except Graham, who lip-synched to Ray Kennedy's pre-recorded vocal on "Life at Last") while the onscreen musicians played along (unamplified) with the tape. The on-set P.A. system through which the pre-recorded songs were played consisted of a pair of Altec A-7's, hooked up to a 100 watt amplifier.

The Beach Bums sequence was particularly challenging, because the music playback had to be loud enough that the dancers and musicians onstage could hear it and pantomime to it, while not so loud that it would overpower Philbin's dialogue with "Harold" and with Linda the surfer girl. The solution was to use a bunch of small speakers from Radio Shack strategically placed around the set so that each of the musicians and dancers could hear the music through their own speaker. During Philbin's dialogues with Linda and Harold, the on-set playback was re-directed through these little speakers instead of the Altecs, and was then directed back to the Altecs after the dialogue was done...this had to be done "on the fly" because the whole sequence is a continuous take, owing to the splitscreen...which added its own level of complication: because of the use of the two cameras, there was no way for boom mikes to be used without being seen by one of the cameras, so the actors were provided with radio microphones which transmitted the lines spoken by the actors to a nearby receiver. But the transmission range was very short...not even powerful enough to transmit from one end of the stage to the other. So, as the actors moved around the stage (mostly Philbin and Harold going up onstage, and back down again), a sound man had to crawl around on the stage hiding behind the wooden "waves", holding the receiver and trying to stay as close as he could to the action in order to pick up the short-range radio transmissions.

For the audition sequence in which the camera pans from one hopeful to the next, as each takes their turn performing for a few seconds for Swan as he sits at his gold record desk, the performances were live; what you hear is what the performers were singing during the take. The lighting and camera angle made the use of a traditional boom mike impossible, so the boom operator had to position himself under Swan's desk with a directional mike in his hand, and crawl from one position to the next as the camera panned from each auditioner to the next, without making noise or dropping the mike or getting snagged in his cable or the legs from the light stands, and had to do it in pitch blackness...and also had to get the mike pointing at the performers, without having it protrude from under the desk into the camera's view.
 
Beef's guitar at his audition is an Ampeg Dan Armstrong acrylic, which was originally manufactured from 1969-71. For awhile, Keith Richards was playing one: you can see it in Gimme Shelter. In 1999, and again in 2006, Ampeg reissued this classic.
 
When Swan introduces Beef at the airport, the mikes on the podium were actually being used to pick up Swan's dialogue; Beef's mike in his rehearsal (an Electro-voice RE-50, for those planning to be Beef for Hallowe'en) and Phoenix's mike at her audition were used to record their dialogue, but not their singing, which had been pre-recorded. (During Beef's performance at the Paradise, a couple of different prop mikes were used -- he's using one of them until he breaks the microphone stand, and then suddenly has a completely different model.)

Extras

Attracting and keeping the "audience" for The Undead, Beef, and Phoenix's performance proved a tremendous challenge. Most were locals, attracted by advertisements for a free rock concert by something like "The Magnificent Vybrationless Bull-band". Some came into the theater just to get out of the bitter Dallas cold. Over the course of the day, though, people gradually disappeared, becoming bored with watching The Undead perform over and over so that all the necessary angles could be covered.
 
During the breaks between setups, the sound crew tried to keep people interested by playing music over the P.A., but as the audience became more and more unruly, bribes had to be offered (prize drawings and the like). At one point, Paul Williams gave a live performance. As the day turned to evening, the crew had to resort to moving people around the theater so that wherever the camera happened to be pointing at the moment, there would be people; the small crowd was made to look bigger through constant migration. To help avoid the appearance that the same person was in different locations in the auditorium, audience members were encouraged to swap jackets with one another, and wear hats, so they'd look like different people in different shots.

There is a longstanding controversy among Phantom fans as to whether the fellow sitting in the canvas chair behind Phoenix in this shot is Brian De Palma.
 
 
The Swan Archives' considered opinion is that it is not. The slacks of the guy standing next to the chair, however, at least according to Gerrit Graham and Bill Finley, almost certainly belong to Larry Pizer, the Director of Photography. One "behind the scenes" person who does make a cameo appearance is editor Paul Hirsch, who is visible in the crowd at the Paradise during The Undeads' performance. Unfortunately, set dresser Sissy Spacek is nowhere to be seen.
 
 
(Spacek, who had already completed filming her starring role in the Pressman-produced then-yet-to-be-released Badlands, was involved with Phantom's production designer, her husband-to-be Jack Fisk, who, incidentally, had served as art director on Badlands. When one of Fisk's crew walked off the job on the first day of shooting Phantom, Spacek volunteered to serve as set dresser, working for Fisk. It was Fisk who would later suggest to De Palma that Spacek would be "perfect" for the title role in Carrie.)

Winslow was named for Wilford Leach, a favorite drama teacher of De Palma's and Finley's at Sara Lawrence, where they had both gone to school. Mr. Leach was apparently, like Winslow, alternately meek and quick to anger. Although Winslow is obviously a fatally flawed character, his name was intended as a tribute to Mr. Leach, not an insult.

The Swan Archives appreciates your reading this far; to reward you, we present a few frames that De Palma removed just before Phantom was released, as he felt they were inconsistent with the tone of the film. Here's Winslow's head coming back out of the record press, after being mooshed.
 
(click here [or refresh the page] if animation has stopped)
 
And here is what Winslow's latex facial appliance looked like, before it was painted. The one pictured here was not actually used in the film, but was created from the same mold as the original.
 

 
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All inquiries should be directed by email to archivist at swanarchives.org. The words "grand guignol" appear nowhere on this site. All website text, design, and coding is Copyright 2006-2008, Ari the Principal Archivist. No claim is made to the copyrighted works, trademarks or service marks of 20th Century Fox or A&M Records, and The Swan Archives is in no way affiliated with either company.
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