WHAT WENT WRONG - Three Kings

Episode Date: August 17, 2026

When George Clooney read the script for 1999’s ‘Three Kings’, he knew it was the kind of project he wanted to be attached to. Even though Clooney was a bonafide TV star, he hadn’t found his footing as a leading man yet, so he practically begged director David O. Russell to cast him. Little did he know he had just signed up to work for his worst enemy. This week Lizzie and Chris dive into the madness of ‘Three Kings’, from a disastrous desert shoot, to the truth behind Clooney and Russell’s infamous knock-down drag-out fight. Hosted on Acast. See acast.com/privacy for more information.

Hello, dear listeners, and welcome back to another episode of What Went Wrong, your favorite podcast full stop that just so happens to be about movies, and how it's nearly impossible to make them, let alone a good one, let alone, I would say a very good one, shot in the desert with kids, and also maybe Hollywood's bitchiest director. As always, I am Chris Winterfauer, joined by my co-host, Lizzie Vassett. Lizzie, where are we going? and who are we maybe going to have to hit in the face when we get there?

Thank you so much, Chris. I'm actually not sure that bitchy is a strong enough word. The director we're talking about today. We are, of course, talking about Three Kings. I'm very excited to get into this movie. It's a great movie, and it's an absolutely wild story. But before we get into this, if you're enjoying this podcast and you want more of it, you can have it.

You can now subscribe in both Apple and Spotify, where you can get bonus episodes, at least one bonus episode every month. usually it's more. We've been really enjoying these. We're covering new movies that are coming out. We're talking about our opinions on them. It's been really, really fun. You can also now get an ad-free feed. Just so you know if you do subscribe in Apple, that ad-free feed will come up a little bit later than it will on Spotify and on Patreon. And of course, you can for $5 a month, join our Patreon community where you will get everything I just mentioned and more. So if you like the show, please consider becoming a subscriber. It's worth it, I promise. All right.

Now, Chris, I have to ask you, what was your experience with Three Kings prior to today? And then what was it re-watching it for the podcast? You know, I think I had actually only seen this once fully through before. I watched it in high school. It's one of the many phenomenal films, in my opinion, to come out of 1999. Yeah, crazy year. And I have distinct memories of a lot of the cinematography, which we can talk about in this movie. There is a sort of bleach bypass, speed ramp, time lapse, you know, music video.

punk rock quality to this movie that I really appreciate. And so rewatching it, I wondered if it might feel dated as a result, because so much of it felt of the time, obviously, it is set against the first Gulf War. So the beginning of the 1990s. I got to say, I thought it held up really well. I think the performances are really good in this movie. I think these actors are all being used to their respective strengths in a lot of ways, which is really smart. I think the writing is surprisingly incisive for the time. I in particular think the first half of this movie to two-thirds is pretty exceptional. And then in the final third, I just find that some of the payoffs to some of the plants earlier

start to feel less inspired and perhaps a little more predictable as the movie kind of rounds the corner. I also think as it moves from sort of dark biting black comedy satire into something somewhat more idealistic. It's not that I mind it. I always like an optimistic movie, but it does feel like the message starts to muddled slightly towards the end of the film. Totally fine. All to say, though, I think visually the movie holds up really well. And my hot take is that I actually think this is David O. Russell's best movie.

And I know a lot of people would disagree because of the run he went on much later in his career, 10 to 15 years later with, you know, The Fighter and Silver Linings Playbook and American Hustle. And my takeaway is, I think American Hustle's really good. I'm not as high on the fighter or Silver Lighting's Playbook as other people are. I agree with you. I could get behind you. find this being his best movie 100%. And I really like his movies. Yeah. Generally speaking, I wasn't a huge fan of Joy or Amsterdam, although I think those are, I think actually, like, if you were to put them in a different director's filmography,

we would perhaps look at them slightly differently. I think in part, like, it felt like a bit of a downturn from, again, the Oscar Beatty stuff he'd done prior. But all to say, I really enjoyed rewatching this movie. I do think it's still, it's one of the best movies to explore the intersections of the export of American consumerism into the Middle East and then the East. import of oil, it's all these kind of conflicting interests that we had at the time. I love the interrogation scene that is done by Sayyid Tagmawi, yeah, the French actor from Lahain.

Yeah, French Moroccan, he's amazing. Dude, Brozky, my main man, the way he uses the American colloquialisms in interrogating Mark Wahlberg, I think, is brilliant. And so yeah, I really like this movie. I think it's really good. I agree with you 100%. Very similar experience. I actually don't even know if I had ever seen this all the way through. I think there was a period where this was running on like TNT or TBS somewhat frequently, not Shawshank Redemption level, but I know I had seen bits and pieces of it because there are certain scenes from the certain visuals that I remembered very clearly, but I don't think I'd ever sat down and watched the whole thing. And I just loved it. I thought beginning to end, this movie is excellent.

The pacing is great. I agree with you that it starts to fall apart a little bit as they kind of are grappling with, you know, whether or not they're doing the right thing and how to do the right But I still think the whole thing works incredibly well. I love Spike Jones in this movie. He's so good. He's so good. When Spike Jones is driving the luxury vehicle up toward the bunker and Chicago is playing on the speaker is one of the most.

That's the absurd tone I liked most in this movie. Was that like a moment like that, for example? Yes. It's so good. I agree. I think that that tone, the way that they were able to achieve this weird liminal space across this whole movie, I think is done so acceptable. exceptionally well. And of course, we cannot leave out that quite a bit of that is due to, I think,

our favorite production designer, Catherine Hardwick, back again on this. She's really good at this. She's really good at, you know, building these almost otherworldly spaces that still feel very real and grounded, like just the painting of Saddam in the cave with the graduation cap on. The one where he's kissing the little kid. Like there's so many, yeah, kind of disturbing ones. Yeah, it's so strange. You know, we'll talk about this a bit in the episode, but they really did both David O. Russell, to his credit, and also people like Catherine Hardwick, below the line crew members, really went above and beyond in terms of speaking to a lot of Iraqi refugees and trying to get this to feel as true to life as they possibly could without, of course, being able to visit the region themselves. And I think that that comes across very clearly. I think this might be Mark Wahlberg's best performance. It's one of my favorites because I think they play well into he's not quite a tough guy, even though he is kind of a tough. He's like a good guy, but he's not quite a tough guy. He's not really a hero. No, he's a little dumb. He's a little dumb, but he's smarter than Spike Jones by a country mile. But I mean, who's not? Yes, it feels self-aware. I may still put the departed, like, above it technically because it's so ridiculous. But yeah, it's a great Walbird role. He's very fun and then departed. Or boogie nights. Yes, that's true. Boogie Nights, he's wonderful. The Departed, he's so much fun. But there's something about this. Maybe it's because he had the confidence from having done Boogie Nights that he was not a still was not, you know, a bona fide movie star when he made this movie that I feel like he let himself be more vulnerable in this than I've really see him be in other performances. And it's just a reminder that he is a good actor. Yeah, he's very guileless in this movie. He is, yeah. It doesn't feel like watching Mark Wahlberg. It feels like actually watching a character. And, you know, I understand he is also a problematic person, but we're going to deal with another problematic person over the course of this episode. So join the club.

Did you were going to shout out the arrested development pre-arrested development reunion prequel? Judy Greer and who? Please tell me you recognize Amir's daughter, Cliff Curtis's daughter in this movie. No. That's Allie's Shockat. That's Maybe. Really? Yeah.

Oh, my God. No, I did not realize that. Oh, wow. Okay. Well, there you go. It's Kitty and Maybe. That's right. Yes.

Judy Greer, always fun. Also, we're watching the five-star weekend in which she has a bit of a villain turn, which is fun for her. And then obviously Ice Cube, who is just like, Ice Cube is really good in this movie. Such a good actor. And that, I mean, should go without saying at this point,

given the work that he's done. But he really... We should also mention George Clooney, like... Oh, we're going to get to George Clooney. I love a slightly dirtbag George Clooney. Yes. Who steeped down a good guy. I like that.

I was thinking of out of sight. The Soderberg movie he did with Jennifer Lopez around this time. He's so good in these types of movies. Yes, he is. That movie actually, is we're going to learn, played a big part in him getting Three Kings. Oh, cool. Yeah, I was saving George Clooney because George Clooney's performance in this is one of his best. Yeah.

I understand it, as we will learn, was quite a miserable experience for him. But he does such a good job. He is so understated and just compassionate and emotional and doesn't overplay his hand at any point over the course of this movie and was maybe a bit of a hero in real life as well. So let's get into all of it. All right. Three Kings was released in 1999. It was written and directed by David O. Russell with a story by John Ridley. Let's not forget that. It stars George Clooney, Mark Wahlberg, Ice Cube, Spike Jones, Nora Dunn, by the way, a drop-dead gorgeous repeat back here. Judy Greer, Michael T. Williamson, always good. Cliff Curtis, Jamie Kennedy, Saeed Tug Maui, and many, many more. Also, Jamie Kennedy.

I think is very funny in this. I know he's doing his shick, but he's good at it. And the IMDB logline is, as always, in the aftermath of the Persian Gulf War, four soldiers set out to steal gold that was stolen from Kuwait, but they discover people who desperately need their help. Sure. Yeah. It's basically it. Our main sources for today are a piece that was published in Slate, written by Brian Rafferty, but it's from the book, Best Movie Year Ever, How 1999 Blew Up the Big Screen, and that is called Desert Storm, How Three Kings Almost Fell Apart. A creative screenwriting interview with David O'Rust, Entertainment Weekly's coverage, and then, of course, Rebels on the Backlot by Sharon Waxman and many, many more. All right, let's start with a little bit of context on the Gulf War and more

specifically Operation Desert Storm, because I'll be honest, this was happening essentially when we were like one year old, and I have an enormous gap, I think, in an understanding of this period of history, maybe because we were so young that we were aware it had happened, but it wasn't really being taught in schools. I don't know about you, but I felt like that for myself. So the Iran-Iraq war lasted from September of 1980 to August of 1988. Basically what happened here, Saddam Hussein had decided to take advantage of the chaos that erupted following the Islamic revolution in Iran and around 1979. So he invades Iran, tries to gain control of the Shat al-Arab waterway and also the oil-rich area along the border between the two countries. It doesn't go great for

anybody. The war ended with a UN ceasefire, but the damage that had been done had absolutely devastated Iraq, in terms of human casualties and also the actual money that they had spent on the war, because they had to borrow an enormous amount of cash from countries like Kuwait, Saudi Arabia, and yes, the U.S. and Soviet Union in order to keep fighting. This is why when, you know, Saeed Tagmawi, as the interrogator, is saying, I was trained by U.S. soldiers. That is true. So with the war over, Kuwait obviously wanted their money back.

And instead, Iraq basically said, no, you're exceeding your oil production quotas. You're producing too much. You're selling it too cheaply. You're undercutting Iraq's oil revenue. And also Saddam Hussein was like, surprise, you're also an Iraqi territory. And Kuwait was like, what, wait, no, what? We lent you money. And so he then sent 30,000 troops to the border to kind of hover threateningly. And this is in 1990-ish. And in July of 1990, Kuwait said, okay, fine, we will limit our oil production, you know, leave us alone. Saddam said, that's great. We'd also like to accuse you of drinking our milkshed. a.k.a. stealing oil through cross-border slant drilling. So they demanded Kuwait pay them $10 billion. Kuwait said, how about $500 million? And then Iraq invaded Kuwait. So within two days, Iraq had installed a puppet government just a few days after that. Hussein announced that Kuwaiti was a province of Iraq. The UN denounces the invasion. They tell Iraq to get out of there.

Iraq refused. So this is when a Kuwaiti resistance movement formed, to which the Iraqi military responded by very brutally torturing and murdering people who resisted most of whom were civilians. By November of 1990, the UN authorized the use of all necessary means against Hussein if he did not stop the war on Kuwait. And of course, U.S. President George H.W. Bush was getting increasingly anxious that Hussein may eventually move on Saudi Arabia, which would obviously be bad for business. So he got permission to increase our troops' presence in Saudi Arabia. He gets Congress's permission to intervene in the war on Kuwait. Saddam Hussein just keeps on, keeping on, he ignores everybody, and so this is when a coalition led mostly by the U.S. began actually bombing Iraqi forces from the air.

That is Operation Desert Storm. Meanwhile, over about half a million U.S. soldiers poured into the Persian Gulf region, of course, along with the soldiers from at least 28 other countries. And they were discovering that airstrikes weren't quite enough. So on February 24th of 1991, the coalition enters Kuwait. they are able to overwhelm and basically destroy the Iraqi forces quite quickly. I believe it's within like four days, I think, a ceasefire took place. I think the bombing run ran, I want to say, like the last four months of 1990 and then, you know, the beginning of 91 and then yeah, the boots on the ground was basically a week. It's nothing. It's not even. It's like half a week, which is in part what led to obviously the false sense of confidence with our second incursion

into the Gulf and the whole mission accomplished faux pa and whatnot that would hunt Bush's son. Yes, exactly. And on their way out, the remaining Iraqi troops, when you see this in the movie, they burned at least 700 oil wells. And some of those kept burning for 10 months, which caused unbelievable pollution in Kuwait and also cost Kuwait upwards of $1.5 billion. Now, as you can probably tell from that very short and oversimplified retelling of the war, things in the region were an absolute hot mess after this. And in the midst of all of that residual chaos, it became clear that millions of dollars of Kuwaiti gold and valuables had gone missing. And of course, they were being hidden by Saddam Hussein in Iraq. Now, one soon-to-be TV writer on shows like Martin and the

Fresh Prince of Bel Air was pretty interested in this story about how the Middle East got flipped turned upside down. And for a few years, he kept mulling over an idea for a movie. This is, of course, John Ridley. He would become a celebrated novelist as well as eventually Academy Award winning. screenwriter for 12 years a slave, but by the mid-90s, he had become a staff TV writer who in his spare time decided to write a script about American soldiers in Iraq hunting for gold. He said, I wanted to see how fast I could write and sell a screenplay. So I came up with the most commercial and visually interesting story I could think of. He pulled inspiration from the treasure of the Sierra Madre, something that comes up often on this podcast. And in just one week, Chris, he had written a screenplay

called The Spoils of War, and he sold it to Warner Brothers less than a month later. Wow. Yeah. And just to double down again. This was not, you know, pulled out of nowhere. As we've said, there were millions of dollars worth of gold and valuables that had been looted by Saddam's forces. It was also a lingering point of contention even at this point, I think, because in addition to the gold, Hussein had absconded with valuable artifacts that Kuwait wanted back. I believe they did eventually get the gold back, but I don't know if they got everything. So one day, a young indie director hot off his second feature film came across the log line for the spoils of war in Warner Brothers logbook of purchased but unproduced scripts that they had just been sitting on. And this director immediately knew that this would be

his next movie. So let's talk about David. Oh boy, Russell. He was born in 1958 in an affluent suburb of New York. Both of his parents worked at Simon & Schuster, his father as VP of Sales, and his mother as a secretary. Simon & Schuster, of course, is a publishing company. His father, whose original name was Markovsky and changed it to Russell, traveled a lot, and according to Rebels on the Backlot, was known to be both physically and emotionally distant. His mother, on the the other hand, may have been better if she was a little distant. According to the same book, she was an alcoholic who pushed David very, very hard to succeed. And this evidently included both emotional and at times physical abuse. At 13 years old, he made his first film for a school project,

but he didn't ever really think he wanted to be a filmmaker because both of his parents had worked in the literary world, so he always dreamed of being a writer. And in 1981, he graduated from Amherst with degrees in English and political science. He then traveled to Nicaragua and taught in a Sandinista Literacy Program, which evidently left him pissed off at both President Ronald Reagan and the leftist Sandinistas. They were a Nicaraguan political organization. They'd overthrown the Samoza dictatorship in 1979, which I think actually came up in our out-of-frame episode on the Cotton Club murder. So they had launched a campaign to increase literacy in the country. But can you imagine having David O. Russell as your English teacher? No. Especially if English is not your first

language. Yikes. Feeling disillusioned with basically everything. He returned. turned to the U.S. and took up a series of odd jobs including waitering, catering, bartending, sometimes at the homes of Uber Richies like Rupert Murdoch and Jackie O. And one fun fact, Chris, some of the guys he worked with during this time were the founders of the Blue Man Group. Chris Wink, Phil Stanton, and Matt Goldman. Very odd. Yes. One of my film school classmates, who's the director now, was an actor for a long time.

He was a touring member of one iteration of the Blue Man Group, I believe. Blue Man Group's pretty cool. Yeah. He then turned to community organizing in some of the rougher neighborhoods of Boston, but found himself burned out pretty quickly. Not a surprise there. I can't imagine the rougher parts of Boston being welcoming. Walking into my neighborhood? Yeah. What are you organizing? And finally, he realized the only thing that seemed to still give him joy was movies. So he thought, fuck it. I'm going to try and make them. But he didn't know how. He did not go to film school.

He just watched movies over and over and over. And he was particularly inspired by the morally murky American films, in quotes, of the 70s like Chinatown and Dog Day Afternoon. So he kicked off his own directing career with a documentary short. In 1985, he directed a short which followed the daily lives of Panamanian immigrant workers in Boston. And around the same time, he also lands his first real gig as a PA on the PBS series Smithsonian World. Then between 87 and 1990, he got a couple of shorts screened at the Sundance Film Festival, which Chris has also done, and David. He also worked there as a ticket taker. So just remember. You never know who's taking your tickets. Be nice to your ticket takers. This was all happening, of course, as Operation Desert Storm was kicking into full swing. David O. Russell said, quote, I remember I was at Sundance when the war started. And to me, it was better than any of the movies that were there. It was just this weird thing that was going on. It made you nauseous and excited at the same time. So next, he raised about $80,000 in private funding. And he also got some grants. And this was for a feature that he had pitched as being about a fortune cookie writer. But then,

He decided, ah, I'm going to make a comedy about an incestuous mother-son relationship instead. And this became... Have ever seen Spanking the Monkey? I have not seen Spanking the Monkey. It's good. It's funny. Yeah. It's super weird.

It almost at the time, I saw it later, obviously. But you could see a different world where he goes in a more Todd Salon's direction, potentially. That makes sense. But, yeah. You just tell us what it's about, Lizzie. It's about an incestuous mother-son relationship. But the whole movie's a will-day, won't-they sort of tension building between Jeremy Davies and his mother. He's the caretaker of her as well. It's very, very strange. Yes. Naturally, he did have to go

ahead and hand that money back that he'd gotten from the private funding and grants. But it didn't matter because this won the audience award at the 1994 Sundance Film Festival. It also helped that back in 92, he had married New Line executive Janet Grillo, who had helped him get distribution after the film's success at Sundance. Spanking the Monkey's indie success led to a deal with What company that snapped up indie filmmakers and made them bigger? Miramax. Miramax, which led to the Ben Stiller indie film flirting with disaster in 1996, and that loops us back around to where we are in our story.

So David O. Russell is a hot new indie filmmaker. Naturally, that means that two Warner Brothers, co-presidents of production Bill Gerber and Lorenzo de Bonaventura, said, come on over to us and make your next film with us. Now, Russell was very surprised. He said, because I always thought of Warner Brothers as being the least independent of the studios. In fact, I think they were one of the only major studios that didn't have an indie division at this time. Bill Gerber would end up leaving Warner Brothers before Three Kings got off the ground, but Di Bonaventura was in it for the long haul with Russell.

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He's flipping through WB's logbook of unproduced scripts, and he comes across the log line for John Ridley's The Spoils of War. And he said, I couldn't stop thinking about it. In fact, I was researching another script, a turn-of-the-century story, and I didn't feel like I had cracked it. So I started buying books about the Gulf, photojournalist books that had amazing images in them, like hundreds of soldiers being stripped in the desert

and Bart Simpson dolls on the grills of cars. All this incongruous stuff. There was once a scene where they ate animals in the zoo. Yikes. And this all made Russell say, I think I want to do this. And he said, everybody's eyebrows went up, including my agents. They were all like, what?

I said, I think it's going to be crazy texture with all the politics and everything. To me, the heist is the least interesting part. I think that's right. Now, as you pointed out, this is not a natural fit for the work that David O. Russell had done up to this point. How would you describe the two movies that he had made up to this point in his career? Family sex comedies. Sure, very low budget, offbeat. Low budget, indie, offbeat, family sex comedy.

Spanking the Monkey feels closer to like a Mike Mills movie to me in a lot of ways if you were to go watch like Thumb Sucker or something like that. Totally. And then flirting with disaster. It's a road trip movie at the end of the day, but it's a sort of, it's not I'm Mutu Mamma Tamien, but you know what I'm saying? There's a threesome sort of sex tension to it with Tealeone and Ben Stiller and Patricia Arquette, you know, going to find his adopted parents.

But they're very small. They're very small. Little Miss Sunshine is like kind of a comp and scale to that movie, I would say. Yeah, they're like 90s. movies through and through. Yes. Not war movies. Right.

Action movies. Big time. And he said, I want to make something big and muscular. He also wanted to respond to what he felt like he saw as gun lust that was taking hold of American culture in the 1990s. He'd said, I'd played Army. I'd had GI Joe's. I did all that stuff.

But because of the Vietnam protests, I'd end up really, really hating war. So I think he kind of wanted to do the same thing for the next generation. And from 97 to 98, he spent 18 months re-referred. writing the spoils of war into the script that would become three kings. But his rewriting process, Chris, was interesting because he claims he never really read John Ridley's script because he didn't want it to pollute his own idea. According to him, the only thing he kept was the log line. It's possible. Yeah, it's possible. I don't know. I will say, for example, Alex Garland, we just talked about annihilation on our Patreon a little bit with some folks. And, you know,

he read Jeff Vandermear's book once. And then he, he, wrote the adaptation effectively from memory, and he didn't, he never went back to it. I will also say, I wrote a script. I cannot say anything more about this, but I wrote a script for a studio, and I believe David O. Russell's name was one of the names being banded about as the director to approach for this movie. I don't think they ever did. I don't think it worked out timing-wise. Which script? Redacted. It like makes a lot of sense for him. Yes, it does. Anyway, I don't think they ever approached him about it for, I don't know why, but one of the producers basically said, like, if this happens, like, you should be aware you'll be rewritten.

Completely rewritten. Completely rewritten. Which is fine. Like, that's the job of a writer, ultimately, is, you know, to get out of the way when you need to. Yes. But hold that thought. Okay. Let's talk about this a little bit more because you actually have a lot of experience.

I think it's going to come in very handy talking about this movie. And to be clear, I don't know. I'm just saying I could see it either way with maybe he didn't read it. Maybe he did and he's lying about it. Who knows? I don't know that he's lying. I think what we're going to start to see about David O. Russell is that he, He is quite hyperbolic, and he sees things in extremes.

Right. It's like, oh, wait, do you mean read it? Of course I read it, but I just never went back to it. You know, like that sort of, yeah. I think that is a lot more accurate, would be my guess. So he also started talking to veterans of the Gulf War who told him, quote, it was a very strange and confusing period. They didn't know if they were supposed to be shooting people.

They didn't know if they were supposed to be eliminating Saddam Hussein. Many special forces guys I interviewed said they cried about having to walk away and let Hussein's brutality take over the country again. And I think you do see a lot of that in the finished product. I think the first scene sets the tone perfectly. Yeah. The first line, are we shooting? Yes, exactly. Now, I want to read this quote from Russell about his process, because I think it's going to be pretty illuminating as we head into the actual production of the film a little bit later. He said, quote, I read papers, talked to veterans and Iraqis, then I sewed together the quilt of this script. It was liberating because it was blank as the desert, a palette where I could do a lot

of different things, including action, which I hadn't done before. I wanted to click on lots of information, like click on their day jobs, click on the wife at home, click on how this punk sees violence as opposed to how violence really is. I'll do it and see how it works in the editing. So what stands out to you about that quote? He's experimenting. Yes. Experimenting heavily and also anticipating that the actual filming of the movie will be the experimental period and that post-production is where he will be really crafting the story. Yeah, and when he says, you know, he's going to click on something, he does this literal cutaway style that's very reminiscent of, like, Nicholas Rogue.

Did you ever see Don't Look Now, for example, with Donald Sutherland? Or did you ever see Angel Heart with Robert De Niro from 1987, the Alan Parker movie? No. I had to watch them recently because I got to do the DVD commentary on Memento. Yes, you did. In Australia. But. In Australia.

In Australia. In Australia, qualify. We love Australia. We do. I would love to go. But Christopher Nolan talks about the way that flashbacks and cutaways are used in those movies. They're very stylistic and they're very abrupt. And I would imagine those are actually two references very much that O'Russle's pulling from in this movie when you cut to Mark Wahlberg imagines, for example, his wife and child been bombed in their home. I will say it's very effective in this movie. I do think the end product works really, really well. So 12 weeks into this writing process, into this rewriting process, though, Chris, WB, Warner Brothers, had come knocking, asking, hey, where's our first draft. It's, you know, standard timing after 12 weeks for them to see a first draft. And they were a little confused when David O. Russell said, uh, I don't have one. And he replied to them, that's why most of your movies suck and then told them to kick rocks. He had a 200-page draft at six months, which he then

shelved and came back to many months later. And finally, after 18 months, he had what he considered a whole new script. But according to John Ridley, quote, Russell may have rewritten it word for word, but it's still my story. And speaking, Speaking of John Ridley, no one bothered to tell him that his script was going into production. He actually had to read about this online, and he was not happy about that. Unfortunately, not that uncommon. I believe it. Shitty.

Yes, not polite, but not that uncommon. In 1999, Ridley told Entertainment Weekly of David O. Russell, quote, This is a guy who every step of the way has tried to grab credit. I never heard a word while he was shooting the movie, never saw any of the script changes, and then finally a year later, I get a copy of the script, and my name isn't even on it. It's by David O. Russell. My name is nowhere. That is rude.

He should have left his name on the front page. Yes. From an etiquette perspective, he should have left his name on the front page. So David O Russell, though, told creative screenwriting, quote, yeah, he sold his script like every other writer. I don't understand what his whining is about because it's the most common experience in Hollywood. You write a script, you sell it, and get paid. Goodbye. You're lucky you're not rewritten 700 times.

He said, I thought we had an amicable agreement. He was all friendly when we made the credit agreement. Now, this is referring to the agreement the two eventually negotiated directly instead of going to a WGA arbitration. This is what gave Ridley a story by credit on the film. More on Ridley and Russell a little bit later. But I can see both sides of this. I mean, I think David O'Russle is pretty rude the way that he's handling this. But he's correct.

You know, this is what happens. You sell your script. Like, to your point, you do relinquish control when you do that. I just don't like the way that he's implying that it's in time. entirely his own story. It's not. You found this story in Warner Brothers logbook. So in 1998, Russell had a finished script in hand that was much bigger and more action-heavy than anything he'd ever made. This, plus the political implications of the script, did make Warner Brothers very nervous. But they still gave him the go-ahead and forked over almost $50 million for

the budget. And he couldn't believe it. He said, I kept waiting for them to go, how did this guy get in here? I just figured I had the ball and was going to keep going with it until someone said, Wait a minute. He's only made a $7 million movie before. Now, the big reason for this is that Warner Brothers was coming off of a string of big time floppers, Batman and Robin, Steel, The Postman. And they were basically throwing spaghetti at the wall to try and figure out what the new direction of the studio should be. What's another big film from 1999 who benefited from this same... The Matrix.

The Matrix. Yes. So the Wachowski Sisters had done Bound, which is a very good movie. It's very well made. but it's a small indie at the end of the day, a small lesbian crime drama and probably budgetarily smaller, I would guess, or Russell's second film than flirting with disasters, my guess.

And The Matrix was a, I believe, 50 or $60 million movie. I have to double-check the budget. Now, in part, they proved it. They did, I believe, a 500 or so page. That's not going to be the right number. Book that was every shot of the movie storyboarded as if a comic book in beautiful black and white. But yeah, credit to Lorenzo de Bonavent to it.

and the folks at Warner Brothers, they took some swings at the end of the 90s. They really did. And as soon as the film got greenlit, Russell did travel to Dearborn, Michigan to again interview the large Iraqi community and make sure the portrayal in the script felt accurate to them. So now that he was seemingly happy with his script and he had money in hand, he spent the entire summer of 1998 trying to cast the right actor for Major Archie Gates. It should be noted that this part was originally written quite a bit older

than George Clooney and more grizzled. So who are some names, big names at the end of the 90s, but who would be at least a decade or maybe even 15 years older than George Clooney that might have been considered? Well, De Niro came to mind because he's, he is a lot older, but that may not have been, you know, trying to think, like Costner's a lot older. He's a bigger name. 15 years older. How old is Clooney here? 35. He's in his 30s, yeah. He's in his 30s. So we're talking about in there like 50th. Harrison Ford? Probably. So here's the thing.

Okay. Almost every major older leading man was considered. There were two big names that did seem to be of major interest to David O. Russell. These were Clint Eastwood. Oh, that makes sense. And Jack Nicholson. That makes less sense to me. But Eastwood makes sense.

I was about to mention Mel Gibson, too. Yeah. I think Nicholson could make sense, given the sort of morally gray elements of the character. It feels less gray a little more in just one direction. But I'm colored by. his later work. I'm thinking of older Jack Nicholson. Obviously, you think about Chinatown, which O'Rustle was inspired by, that makes a lot of sense. Yes. But Chris, there was a problem, which is that none of them wanted to do anything with this movie because of the politics.

Sure. They were all very scared of it, except for one, George Clooney. So a little bit about George Clooney at this time. He had, of course, been on ER since 1994, so huge TV star at this point. But he was pretty stuck in a filmography he was not very happy with. Things like The Peacemaker, One Fine Day, and of course, particularly Batman and Robin, had made him a lot of money, but they had not made him happy, nor had they gotten him particularly good reviews. However, out of sight was a rare instance in his filmography where he felt like he really got to make a movie that he enjoyed. So here's what he said about first Batman and Robin. He said it wasn't a very good movie, and I'm not very good in it.

But I got wealthy from it. They gave me three million bucks and I met with my accountant after it and I said, where do I stand? And he said, you never have to work again unless you're an idiot. But he did, of course, and after out of sight, he made a decision. He said, quote, I had a really great experience working on out of sight because of the script. I figured that now I'm going to work on projects that I would go see. And if I'm wrong, I'll deal with my bad taste. So his friend at Warner Brothers, where Clooney had a production deal, had gotten him a confidential copy of Russell's script. And Clooney loved it. There was one problem, though. As we said, the lead was written as too old for him, so he didn't really think that that was going to work. But then he heard word that Russell couldn't get any of the very rich old men to sign on, and he was reworking the role to be younger. So Clooney decided he was going to campaign for this hard. He sent a letter to David O Russell that began to David O Russell, filmmaker, from George Clooney, TV actor. Good for him. He arranged to show Russell an early cut of out of sight.

He even turned up at David O. Russell's apartment trying to make a personal plea, and none of it worked. According to David O. Russell, quote, my perception of Clooney was as a romantic leading man because he always had a beautiful woman with him in his pictures, whether it was Jennifer Lopez, Michelle Pfeiffer, or Nicole Kidman. But I'd seen a little bit of him in that vampire movie from dusk till dawn, and there was a little glimmer in there. He's a real shitbag in that movie. Yes, I love from Dust Till Dawn. I do, too. It didn't help that Russell had his heart set on Nicholas Cage. Wow. He would have been good, too. I think this is particularly suited to Clooney.

I think Clooney is the best choice by a mile. I do too, but Cage was doing some really interesting work around this time. Obviously, O'Rustle now has finally crossed paths with Cage with the Madden movie, which is going to come out this fall, which I am optimistic for, although at moments the trailer did look like an S&L version of a Madden movie, so we'll see, but I'm excited. Yeah. But that's interesting. It helps that Clooney's salt and pepper look. He looks older than he is, to me. Yes, or at least more weathered than some of the other people. Sure. But Cage bowed out pretty quickly in order to make Scorsese's bringing out the dead, which basically left David O. Russell with zero options and one George Clooney TV actor. So he at this point also deigned to watch out of sight, realized there were more dimensions to Clooney than you were getting to see on ER,

and so he said, fine, and he cast him. Now, Warner Brothers was thrilled for two reasons. One is that Clooney wanted in so badly that he had taken a pretty major pay cut. to star in Three Kings. Yeah, if he was getting $3 million for Batman and Robin. He ain't getting that for this. And he's willing to do this for a fraction of that. That's a big win.

Exactly. And also, Warner Brothers produced ER. Right. So they could just finagle Clooney's schedule where he wouldn't miss any work on either project. After all, Burbank, where it's filmed, was just a hop, skip, and a jump from Arizona where Three Kings would be filming.

And who needs days off, Chris? Not George Clooney. That's what they said. It really can't be overstated. how important scheduling or an actor's schedule is when you're making a movie or a television show, obviously, in my limited experience, making a couple of movies. We were not able to cast a major actor we really liked in one of those movies because there was a chance they were going to be needed on a bigger movie in the middle of our production.

And if we had to go dark for a week, we would have died, basically. The movie would be done. So it's everything. It's a total puzzle. And I can't imagine how disappointing that would be that that's the thing that gets in your way. But I know you've been through that several times. So they were a bit less stoked, though, about Russell's insistence that they cast one non-actor, Spike Jones, as private Conrad Vig. Now, Jones at this point was, of course, an established music video director.

He had done a run of incredible 90s videos, including The Beastie Boys Sabotage, Weezer's Buddy Holly. it's oh so quiet by Bjork. I mean, just, like some of the best music videos ever made. He was also a personal friend of David O. Russell's. And he had just wrapped up filming his own directorial debut, which was what? Being John Malkovich, right? Being John Malkovich, that's right. He had literally like just finished that. And apparently during the filming of that, David O. Russell would call him and make him speak in a Southern accent because he wanted to be sure that Spike Jones could pull off the role, which I actually liked his explanation of this. He was like, he is a good friend. And if he was going to be bad in the movie, it would have ruined our friendship. So I wanted to make sure. Yeah, I think that's totally fair. He's a non-actor. You've got to check

him. But Spike Jones, he has been in three of my favorite movies of the last 30 years and in decently big roles or decently memorable roles, yet he's a non-actor. So this one, Moneyball, he plays the new husband of Robin Wright, Radfitt's ex-wife, and then the Wolf of Wall Street as he runs the penny stocks and when his line. He's great. He's a very good actor. He's very natural. He's very, very, talk about guileless. Yes. He is guileless. Yeah.

That is his superpower. I actually think, I was trying to think of movies where you could swap in the director as the lead and maybe the movie would still work. I think Joaquin Phoenix is perfect in her. I actually think Spike Jones would be pretty good in her as the lead. Totally. There's a real sweetness to Spike Jones in everything he appears in. He is like an illiterate semi-bigot in this movie.

And I'm like, poor guy. I know. But I'm also like, Chief, I get it. I get why you do. don't like this guy. Of course. Of course. Russell, I think, also wanted to use him for this, because part of the point of this character was to show the kind of glorification of violence that had appeared in music videos and, you know, video games at the time. So casting one of the biggest music video directors is a very meta-commentary in this role. He also said, I like the chaos that

a non-actor brings to the set. He has a level of realism because he hasn't been through it before. I totally get it. De Bonaventura, on the other hand, said, are you serious? And he made Russell audition other known actors, including Jared Leto and Christian Bale, before giving in on Jones. Now, Spike Jones and David O. Russell have remained close friends, and Jones said of Russell, quote, what makes him great is twofold. One is his brain is incredible. He's got an incredible mind. He's incredibly smart. On the other side, whatever he's feeling, he expresses. Not everyone is so fond of that second quality. According to Mark Wahlberg, quote, David probably had me in mind because he dislikes me and figured who better to beat the shit out of he's tied down than Mark Wahlberg. He probably took a poll and asked all guys, especially guys with girlfriends and all of my ex-girlfriends. But Walberg was very happy to be offered this

role. This is one of the first times he didn't have to fight for something because, of course, he had just broken out in Boogie Knights. And also, it should be noted that obviously Mark Wahlberg continued to work with David O. Russell for several movies after this. I think they did have a falling out, though, I believe, over Silver Landing's playbook. Because he wasn't in that. It's correct. Did he want the lead? Yes, I think so. Oh, okay. Yeah.

I think Bradley Cooper is kind of pitch perfect. He's incredible in that movie. He has been robbed of an Oscar for several performances. That's one of them. So, the same was true for Ice Cube. David O. Russell had been blown away by him in Boys in the Hood. As we said, he's just a great actor. It's really good in Boys in the Hood.

We covered that. Listen to our episode. He's very natural in that movie. He is. He also, by this point, had starred in Friday, which of course he co-wrote. He's really funny in Friday. The whole Friday series, he's so funny. 21 John Street. He steals that movie.

He's funny in everything. He's funny in this, but he also brings a real gravitas to this role. And I just, he's great. All right. So the core cast is in place and they were all excited about the film, none more so than George Clooney. But Warner Brothers was again getting cold feet. They are really worried about the politics of the film. They're worried it could get them in big trouble. In particular, the film does blatantly say the U.S. abandoned Iraqi rebels after President Bush told them essentially to rise up against Hussein and then left. Of course, that's true, but, you know, they felt that it was risky. And it didn't help that in August of 1998, a Planet Hollywood restaurant in Cape Town, South Africa, was bombed just days after Clinton had ordered American missile strikes on terrorist targets in Sudan and Afghanistan. According to George Clooney, some of the executives were genuinely worried that the cast and crew might be in physical danger if they made the film.

So Warner Brothers weighed three options. One, offer the film to another studio. Try to offload it. Two, rewrite the whole thing. or wait six months and see if some of the conflict could blow over. But at least one executive was still very gung-ho on it, and that was, of course, Lorenzo de Bonaventura. And then he made a critical mistake, Chris. He went on vacation for one week.

And during this time, Jim Miller, the president of worldwide theatrical business operations, called George Clooney in and tried to convince him to leave the movie. And George Clooney, to his eternal credit, stood by the movie. De Bonaventura came back from vacation. furious at what Miller had done, and it was George Clooney who stepped in to rally for the film and broker some peace between the two of them. In the end, the decision came down to outgoing chairman and CEO Terry Semmel, who chose to stand by the film. Clooney said he didn't make a corporate decision, but a creative decision, saying I'm not going to be told what kind of

movies I can make. Now, Chris, how many days would you ask for to shoot this film if you could? Well, I would ask for an obscene number of days. How many? In a perfect world, what would you ask for to make this movie? Well, now it would be a lot less. But in 1999, I would ask for at least 75 days to shoot this movie. Great. So he requested 80 to shoot the film. Yeah. So that sounds like that's pretty realistic.

That sounds reasonable. Yeah. Warner Brothers gave him 68. Yeah, that's tight. That's tight for the amount of action that they are shooting in the desert. And the thing about shooting in the desert is when you're in those wide open spaces, there is nowhere to hide. production. Right. And so anytime you flip camera directions, you have to move your entire goddamn base camp. Yeah. He told Entertainment Weekly in 2005, quote, I thought, I've made movies in 35 days. I can do this. I'll just shoot it like an independent film. It wasn't until I got on the set when I realized,

Jesus, what have I gotten myself into? That was when it hit me how big it was. And right away, David O. Russell, be fighting, including with his cinematographer, Newton Thomas Howell, who we talked about on Bohemian Rhapsody. Right. And on Donnie Darko, he was originally approached for that movie. I just want to throw this out there. He worked repeatedly with Brian Singer, and I'm pretty sure he never worked with David O. Russell again after this movie. So just going to leave that there. Now Russell evidently felt like Howell had been sort of thrust upon him by Warner Brothers. And David O Russell had very specific ideas for what he wanted the movie to look like,

which it does sound like Newton Thomas Howell was on board with, and he did. Specifically, they wanted it to look blown out, high contrast, and oversaturated, so that it would look like the newspaper photos most Americans had seen of the Gulf War. And Chris, can you explain how you might achieve this in terms of a bleach bypass, I believe, is the term that you used? Yes, and this is going to be something that I am not entirely familiar with from a practical perspective. I think I understand the theory behind it, but I've never shot film with cinematography. I've shot film with photography.

But basically, so normally in the development process, there's a step, a bleaching step that you use to remove the silver halide, which is a photosensitive chemical that's in the film, and you're stripping that away from the film. And in doing a bleach bypass or a silver retention process, you're skipping that bleaching process. So you're leaving the silver halide on the film, which I believe it causes two things to happen. Number one, it's basically like leaving a black and white version of the image on top of your color image in a sense. And so that's going to give you more contrast and it's going reduce saturation. And then it's also going to, I think, because you're retaining the silver halide, give you more grain as well. So you're just getting a grittier, punchier image. And then on top of

that, I think in many instances, the DP might under-expose the image and then push the exposure in the development stage, which is going to result in a narrower latitude or higher contrast as well. Very contrast, very grainy. Very grainy look. And part of what happens is that with film, the way that film captures light, as opposed to... to digital, and this is very general. The film actually does an incredible job of retaining highlights, and digital tends to do an incredible job of retaining shadows. And so with film, you actually have to push it like this if you want to blow the highlights out. There are many instances where you can actually overexpose film decently and still retain the information

and the highlights in a way that you can't. You will clip in digital. I think, like, great examples of this from the time would be Janusz Chominski's work with Stephen Spielberg. So, you know, saving Private Ryan, minority report. I think Munich and even as far as, well, I don't know about Lincoln, but I think all the way through Munich, definitely, they used a modified form of the bleach bypass process. But I do think it works really well in Three Kings. I think it looks great.

Yeah, it's a pretty popular style in the 90s. Well, Warner Brothers was not super stoked about it. He also insisted on shooting nearly half the film in Ectachrome, which is usually found in Instomatic cameras. He liked the way that it made the images look weird, bright, almost otherworldly. Right. It equated to what he'd been told by so many of the military consultants he had spoken to,

which was that something wasn't right about this. It's a bit incongruous. I think what the studio probably is bumping on is it's a very extreme look. Yes. And if you do it at the internegative stage, which I think insurance companies will insist you do, that's maybe okay because you're protecting the original negative. But if you do it on the original negative, that look is locked in. Right.

And so, therefore, you don't have any lateral. to change things after the fact? Well, they definitely didn't. Because on top of the, you know, very grainy bleach look that we're talking about, they also used a 45-degree shutter, which is what gives the action that kind of like staccato, strobe-like effect to it. Spielberg used this in Saving Private Ryan. I was just going to say that's, yeah.

And actually, Ridley Scott would use it a little bit in Gladiator. Black Hawk Down, too, I think, right? Yeah, Black Hawk Down. Yeah, yeah. It's pretty popular around this time. Right. So all these more avant-garde decisions were making the studio pretty nervous, especially because, again, like, he's never done this.

But still, Russell plowed ahead and principal photography kicked off in the fall of 1998 at an abandoned copper mine outside of Tucson, Arizona. And Chris, the area was perfect. It was a short flight from Burbank for George Clooney, and it was so desolate that it absolutely looked like war-torn Iraq. There was just one problem. The reason it was dead is because it was essentially a toxic wasteland. According to production designer Catherine Hardwick,

quote, all the plants were dead, and there was arsenic in the air. And as if that weren't bad enough, she said the nicest restaurant nearby was an applebees, which I like an apple bees. I love how Hardwick in the 90s cannot escape Arizona. No, she's just stuck in the desert. Tombstone, Arizona. Tank girl, Arizona. Three Kings, Arizona.

Just every time she goes, where is it shooting Arizona? Son of a bitch. God damn it. I'm going to go to the Pacific Northwest and do twilight. Maybe that's why. Yes. Maybe that's why. That may be why.

She wanted to get out. In the Arizona desert, obviously, she built an entire Iraqi village. despite, of course, never having been to Iraq herself, she actually found this preacher who had been carrying a giant cross over the whole world who was going to Iraq, and she asked him to please take some pictures for her while he was there, which he did.

And she used those as reference photos. She also, as we said at the beginning, she spoke to a lot of Iraqi refugees who were living in the U.S. She talked to many who were hired as extras for the film because, yes, quite a few of the extras in this movie are actual Iraqi refugees, I believe, including the guy who sells

the cars to George Clooney. I wondered if he was a non-actor. He's great. He's very natural. He is. And some of these extras also ended up working for Hardwick. According to her, she said, I hired them to do the graffiti on the walls. They would get so upset when they saw a huge mural of Saddam Hussein that they would get rocks and start throwing them. Also, while filming, a thick, green, mysterious dust covered everything, all of the filming locations and people, which caused a bunch of weird illnesses. They don't even know what it was still. I wonder if it was like some, you know, rust or something coming off of something that's bronzed in some way out there, you know, copper. I don't know. Interesting. It was also at times both extremely hot and cold enough

to snow. And they're handling all of this while dealing with a massive shoot featuring, of course, tons of extras, military equipment, vehicles, helicopters, and oil tanker full of fake milk that has to explode. So David O. Russell would arrive on set quite frequently wearing an orange and yellow camo t-shirt because he himself was ready for battle. And fun fact, this is the t-shirt that inspired Sophia Coppola's outfit for Bill Murray and Lost in Translation because she was dating Spike Jones at the time and she visited set. If you look at it, he's dressed the exact same way that David O. Russell was, which is very interesting. And on top of all of this, Chris, David O' Russell was really, really not getting along with his star. Stunningly, it was not Marky Mark who he was budding heads with.

It was the guy who had fought tooth and nail to be a part of the film. It was, of course, TV actor George Clooney. And it cannot be overstated how fucking tired George Clooney must have been. He would leave the ER set at 4.30 in the morning and fly straight to Arizona to start filming Three Kings, where he would then discover that David O. Russell had rewritten that day's entire script. Cluny, I think, understandably, found this pretty destabilizing. According to Clooney, quote, David's feeling was, what am I supposed to do, shoot it the way I don't like it written, and my feeling was, what am I supposed to do? I don't know my lines. He described the shoot as insanity and, quote, not well coordinated to say the least, which does align with what we know about David O. Russell's filming style, especially since this is kind of the

first time he's getting to execute it on a scale like this. He was very much improvisational, not so much in terms of on-set improvisation by actors, but more that he had no organized shot list. He would come up with a new idea mid-take. He would demand longer hours and constant rewrites. According to Hardwick, quote, David will get an idea in the middle of rolling and will yell out to the cameraman, let's shoot this. He's just spontaneously creative. That can rattle some people. According to Di Bonaventura, George is a big believer in a benign environment. David is a big believer in getting everything you can for the movie. Those two things are going to collide. Which person do I want to work with? George Clooney. Well, but yes and no. I was funny. I was trying to think of, I was thinking about

There have been people, why does David O. Russell continue? You know, how does he continue to get opportunities, et cetera? And I think there are people who do work well in the kind of environment that he creates. I agree. I would also suggest, and I'm not saying, I'm not condoning his approach. It sounds miserable for everybody involved. That being said, making a movie is extremely hard under the best of circumstances. And it's extremely brief. Even though this is, you know, let's say 68 days, right, that they're shooting. Yeah, you're not tolerating this person every day for years like you would in an office. But you do have to talk. tolerate the movie for the rest of your life. And with David O. Russell, at least at this point in time, well, maybe they didn't know it yet. I guess you'd know it by the time after this movie came out. But there's a pretty good chance the movie's going to be tolerable for a long time. And that it's not going to be Batman and Robin, for example. Yeah.

And I think that's why we have these situations of folks getting away with things that would not certainly not be permissible or we would not condone in a normal work environment. I'm also not saying I condone them here. I'm just saying I understand why actors and other creative types and department heads would say, you know what, this is going to be a pain in the ass, but I'm going to do it, you know what I mean, for 12 weeks because I think there's a pretty good chance this movie turns out pretty good. Now, according to Nora Dunn, who of course plays the reporter, she said, quote, David's always in the moment, but it's not always going to be the moment you're in. He has this

way of staring at you, and I always felt like saying, didn't your mother ever tell you that was impolite? Let's talk a little bit about the David O. Russell stare. He apparently had a habit of not looking at you, but more staring through your soul and making you deeply uncomfortable. There were some other antisocial tendencies as well. For example, one time he grabbed a hanky out of the jacket pocket of an older European man, blew his nose in it, and then put it back, all while New Line Chairman Bob Shea watched in horror. And apparently when flirting with disaster had premiered, Russell's friends had gotten him a nice, very nice bottle of vintage champagne with five stars drawn on it, meaning they were giving him in the movie five stars. But he took this as a serious,

personal slight because it meant that they didn't have the words to properly congratulate him. So I think it's fair to say he processes things differently. And listen, for all the shit we're about to rain down on David O. Russell, and it is going to pour. He is an incredibly talented writer and director. It's obvious that his improvisational directing style does return some pretty great results. So I think the question that we're going to be asking ourselves over the rest of this episode is, is the juice worth the squeeze? Let's continue further into the desert on this hunt for stolen treasure. So Russell was in way over his head on this shoot, as we've said. He was making it worse by constantly changing the schedule, which then irritated the crew. They were all getting

angry, and it probably didn't help that he was prone to fits of yelling and screaming. And this started right away, Chris, this was not like a two months into a shoot in the desert thing. This was like a four or five days into filming thing. David O Russell and George Clooney were riding in a Humvee fitted with a camera. Now, according to Clooney, Russell got enraged at the driver, asking him to speed up. He said, quote, David started reaming this guy. I got off the Humby and said, knock it off. David was stunned. I'd humiliated him.

But I said, this is not the way to do this. Now, Russell claims it was very different. He said, quote, the crane broke. We were losing the day and I was upset about that. So I jumped off the truck and I was like, fuck, I was just kicking the dirt and everything like that. And then George had this big thing about defending the driver of the truck whom I hadn't really said anything to. I'm sure the crane did break. I'm sure the day wasn't going well.

I'm sure he was kicking rocks in the desert. I don't think George Clooney is like a completely delusional liar. But whatever, we don't know. It doesn't seem likely. No. We should also point out, because this may not be clear, they're almost the same age, but David O. Russell is three years older than George Clooney. They are almost the same age.

And it's also, you have to remember, like, George Clooney is not a movie star the way that he is now at this point. I bet you Russell was surprised that Clooney kind of broke rank in the way that he did right there. A hundred percent. Yeah. I think he was very surprised. and I think it was destabilizing for him because it's not something he had experienced. Still, this is a bit of a he said he said situation.

We can chalk that one up to a misunderstanding, maybe. So let's move on. Another time, an extra had a full-blown epileptic seizure on set. George Clooney immediately stopped, filming rushed over to check on them. This, of course, made the tabloids. Clooney to the rescue in real-life ER drama. But much to George Clooney's surprise,

and what didn't make the tabloids, is that David O. Russell just kind of wandered back over to the monitor and ordered the crew to continue the shot. Clooney reportedly said, you can't do that. You've got a man down on your set. But Russell later said it wasn't that he was ignoring it. He didn't realize it happened. It was 500 yards away from him, he claimed. He was setting up a shot. To which I say, sir, 500 yards is 4.17 full regulation size football field's five, if you count the 100 yard lines. I don't think you're 500 yards away if George Clooney is responding that way. But again, I don't know. I wasn't there. I'm just saying,

David, be honest. Things eventually got so bad as they reached the tail end of the shoot and were set to film the climax of the movie that George Clooney finally figured he might as well just put it out on the table. So Chris, he decided to write a letter ostensibly to clear the air. But he may want to work on his air clearing tactics because this is what he wrote. Quote, you have created the most havoc-ridden, anxiety-ridden, angry set I have ever witnessed. He said he had no clue what Russell wanted out of him and he was struggling with his performance. He said, quote, you didn't get Clint Eastwood or Mel Gibson or Nick Cage. You got me. Be glad. Because they would have walked long ago. Probably true. He said, quote, you use me when you need me, working the budget, the film processing, even to keep them

from pulling the plug. But when it's time from my input, the answer is no every time. Again, from what we've seen so far, at least in terms of George Clooney standing up for the movie, that part is true. Finally, he asked Russell to please start over, to be a better communicator, to be more patient, and to finally provide a shot list. He said, quote, I'm holding out my hand and offering you an olive branch, and to take it, all you have to do is reach. But what Clooney maybe didn't know is that as he was sending this to Russell, Warner Brothers was adding a few more ingredients to David O. Russell's stress soup. They were getting really worried that the film didn't have enough action in it and they were pushing for more, while simultaneously trying to cut some of the more graphic war scenes, including the scene where the cat, blows up, which actually George Clooney did step in and convince them to keep in, so he was at least aware of that. They were also pissed about the birds covered in oil. They didn't want the scene where

the Iraqi woman gets shot in the head, even though that's literally the axis on which the entire movie's plot hinges. And they really didn't like the bullet POV shot where it rips through a human body and fills the stomach cavity with bile. Basically, they didn't want this movie. And they were making that very clear to David O. Russell. Well, they didn't want anything that made it actually question the morality of war at the end of the day. Yeah. Because that's all the moments they're talking about. But even from a plot mechanics perspective,

the cow blowing up is very important, not in just establishing the landmines, which will come into play later. Yes. But also because the Iraqi soldiers are in part surrendering so quickly to them because these men are covered in blood as they run into this bunker.

Yeah. These are not things you can pull out of the movie without rewriting the entire thing. No. Also, when it came to filming the torture scene with the interrogator, who, as we've said, played very well by a Saeed Takamawi. The studio really didn't like this,

not because of the torture, but because of the Michael Jackson references. Because originally, David O. Russell had written in dialogue having the torturer ask about Jackson's predilection for little boys, which, as you'll notice, is not in the movie. David O. Russell apparently fought this until the day the scene was supposed to be shot, and the studio actually had to show up with a legal document and made him sign this, promising that there would be nothing offensive to Michael Jackson in the movie. So the reference to him remained, but that part was removed, which is interesting because the point that they end up making... I'm interested to see what that was originally in the script in terms of what winds up on screen. Yeah, they make a race point as opposed to... But, I mean, as we saw from the Michael biopic release this year, Michael fans aren't interested in that part of his life. So perhaps...

They sure aren't. This was the, you know, politically expedient and prudent decision. Who knows? Well, to add a little sprinkle on top of all of this, Russell was also dealing with... with the fact that his four-year-old son Matthew had just been diagnosed with autism. Matthew would later be diagnosed with bipolar disorder, which, of course, ended up inspiring Silver Linings playbook. So it was a pressure cooker. Producer Charles Rovin described what happened next as a domino effect, saying, quote, the first domino was, we need an actor of stature

who was willing to cut his price, George fit the bill. There were a number of places along the way where he had every opportunity to bail on the movie because he was advised to for his own personal safety and said no. But he needed to work seven days a week between making our movie and Arizona, NDR. Nobody should work seven days a week for months. At the same time, the studio beat the shit out of David to get him to bring the budget down in the $40 million range. They tried to get him to take 10 days out of the shooting schedule. I advised him not to do it. I begged him, but he said, I can run and gun. Well, he couldn't. Even stalwart supporter DeBone Ventura was starting to get nervous now that the shoot had stretched to over 78 days. He said, it was one of the few times I was told

this is on you if it doesn't work. But, Chris, they were almost done. All they had left to shoot was the climax of the movie, the scene where the soldiers finally fully choose to relinquish the gold and help the refugees get across the border. De Bonaventura was breathing easy until he got a phone call from a producer on the Arizona set.

The voice said, We've got a problem. George is trying to pound David, and David is choking George. And not in a good way. No. Deep Bonaventor's response was simply, Are you fucking kidding me?

So in the shot where a soldier is supposed to throw ice cube to the ground, the ROTC recruit playing the part didn't do it quite right. They maybe did it a little too timidly. According to rebels on the back lot, Russell stepped in and physically moved the extra instead of telling him what to do, and that was it for George Clooney. And yes, lots of people were watching.

So let's hear from them. According to producer Charles Rovin, quote, explosions, gunfire, it's chaos, madness. And George sees David talking to the extras, and it looks like he's yelling at him, but he's yelling to be heard. And George comes running over and goes, I told you motherfucker, if you're going to pick on somebody, pick on me. And David goes, why don't you just fucking remember your lines for once? And boom, they grab each other and they're tussling. So I pulled George away. That was it. According to Ice Cube, and by the way, I believe this is the version

that David O. Russell is most consistent with. He said, quote, there was this one extra that was kind of out of position. David is running across the desert telling the guy, hey, you're not supposed to be here. You're supposed to be over there. And David's an intense guy. So he grabbed the guy and moved him where he was supposed to be. And I think George just took exception of David actually putting his hands on the guy, which I get. According to Holt McEleney, David said, don't tell me what to do on my set. And George said, this is not your set. And it just went off from there. I literally wrapped David up in my arms and pulled him away because they were coming to blows. second AD Paul Bernard apparently just put his gear down and walked away.

He quit. He basically quit. He was like, I'm done. Well, the second AD also manages the extras, you know, to an extent. And so he was probably just like, yeah, I'm good. I'm not needed here. I'm going to just, uh, I'm going to leave. I'm going to my head out.

Yeah. Debo de Bontaventura got them both on the phone and basically told them you have to get your shit together. He was like, we are almost done. Just stay away from each other until we can wrap. That's it. I do want to say at this point in my research, I found myself feeling, I think, more sympathy than I had expected to for David O. Russell. Because in a world full of George Clooney's, those who seem to sort of internalize their stress and soldier on heroically, and then David O. Russell's, those who tend to take their stress out on other people, I unfortunately probably fall more into the David O Russell camp. I know. There was that time that you were just choking me out. It was like so inappropriate.

Not in the hot way. No. It wasn't even the time I'd ask you to do it. I also, and Chris, you know, more than I do, you have two of them. I know how hard it is to have a kid, let alone to be trying to helm a major studio film while dealing with your child's autism diagnosis. I mean, you did direct a movie while you had a newborn baby. I don't know how you did it. It should be noted Chris did not choke anyone out, though, on that set that I know.

Well, David O' Russell might suggest the movie could have been better. Had you choked someone. He's a better director than I am. Yeah, I will say I don't like the way he approaches his stress, as you said, having, again, had the chance to direct a couple of much smaller movies than this, having had a chance to write, you know, some movies for studios. It's crazy stressful. And I have a lot of empathy for everybody involved. Sure. And then I thought to myself, well, you know, I should probably go back because it's been years since I've seen this and watch that Lily Tomlin video from My Heart Huckabees one more time. Yeah. I'm not allowing my brain to contemplate that because it technically took place like five years after this. Well, yes.

We are going to listen to it. I know it happens five years after. However, I think it's illustrative of this. Okay. So this is a leaked video from the set of IHeard Huckabees. I am playing the second half of the video, the first half of the video. Lily Tomlin is getting very frustrated and upset because what's happening is that David O. Russell continues to change what he's asking for, change the lines, she is having trouble understanding what she's supposed to be doing in the scene

because of how often he is changing it, which sounds a little familiar. So, let's watch. Fuck you! I'm just trying to fucking help you. Do you understand me? I'm being a fucking collaborator. I'm just trying to help you figure out the fucking picture. Hey, bitch, I'm not here to be fucking yelled at. I worked on this fucking thing for three fucking years, not to have some fucking cut yell at me. In front of the fucking crew, or I'm trying to fucking help you, bitch. Figure it out yourself. Well, I have to do it out. Yeah, fuck yourself.

Good. Why don't you fuck your whole movie? Why don't you fuck your whole movie? Because that's what you're doing. We better get some insurance against the director. You're a fucking grown-up. I'm here to fucking help you. That's all I was doing is trying to help to pick out of everything.

You don't know. You're not to yell at you. You want to yell at you. You want to yell at you fucking yelling? You're going. You're going to fucking yelling. That's a yelling standard for the whole set. All right, that's enough.

That's enough for that. So here's the thing. That recording aligns awfully closely with George Clooney's account of the day. Let's hear what George Clooney had to say. He said, quote, it was a big pressure day and he was under the gun. We were trying to get a shot and then he went berserk. He went nuts on an extra. So I went over.

I put my arm around him. I pulled him aside away from everybody, which seemed fair. And I said, you can't do that. And he basically said, fuck you, worry about your acting. Okay, we literally just heard that. And I said, now you're being an asshole. And we started pushing against each other with our heads. So I got him by the throat. And I was yelling at him and he was screaming at me. And we were at it. Obviously, I do not condone George Clooney choking David O Russell. You should not choke your boss.

Which George Clooney admitted he was deeply embarrassed by. He would later tell Entertainment Weekly, will I work with David ever again? Absolutely not. Never. Do I think he's tremendously talented? Do I think he should be nominated for Oscars? Yeah. But I got to say, after doing this episode, here's the thing that I come back to in that I Heart Huckabee's video. This is obviously an audio-only format, so you can't see this. But in that video, Lily Tomlin is not alone on that set. Both Dustin Hoffman and Jason Schwartzman are right there. Jason Schwartzman is there right in front of her the entire time. Dustin Hoffman leaves about halfway through. Neither of them say a peep in her defense. And while I totally understand, not wanting to get involved, I'm not shitting on Jason Schwartzman for that. If I were Lily Tomlin,

I sure would have appreciated a George Clooney in that moment. And then when you take into account the person Russell was screaming at, wasn't Lily Tomlin, it was an extra. I am team George Clooney for life. I don't think that this was performative. I think he was genuinely standing up for people on this set who could not stand up for themselves. And again, he was not George Clooney movie star the way that he is today.

This was a big risk for him to do this on this set. Yeah, and really, that's where a producer also should be stepping in on this set. Somebody, yes. Because you do need somebody who is above the director. And yeah, like, while I have empathy for him, he's a maniac. Yes. And the studio needs to, like, hire a bodyguard to prevent him from like... Just make him bubble boy.

Put him in a bubble like Jake Gyllenhaal. Like someone big enough that any time he freaks out, they like grab him by the hips. You know what I mean? And just kind of lift him and walk him out of the room while he's yelling. And then he like gets a little time out and then they bring him back, you know, after a while. God. Yeah. It's just, it's the classic thing of if a woman had done,

this. If a person of color had done this, you don't ever get to work again. So, you know, that does have to be said. But anyway, by February 15th of 99, filming wrapped, it was over schedule, and it was just slightly over the original budget, but it was done. After filming wrapped, a Newsweek researcher asked David O Russell about how the movie would be marketed, and also asked about the fight with George Clooney, because of course, news of this had broken since every single person on the set saw it. Russell decided to get back at the interviewer by claiming that they had used a real corpse for the shot where they showed a bullet passing through it. Of course, the Morticians Association protested Warner Brothers for the unethical use of a corpse. David O. Russell thought that it was all very funny.

So he spent the middle part of 1999 editing the film. In June, when he was still in post-production, he met with not H.W. but George W. Bush at the Bel Air House of Terry Semmel. The then candidate was trying to win more support in California because the state had not backed a Republican candidate since 1988 when it had helped George H.W. Bush win. So Russell showed up in his trademark orange camo t-shirt. He said he went out of curiosity thinking he was a renegade. But what happened next surprised even him. Of the encounter with Bush, Russell said, he comes to shake my hand and I say, I'm editing a movie right now that's going to question your father's legacy in Iraq. And Bush smiled and said, well, I guess I'm going to have to go back there and finish the job. Yikes. On October 1st, 1999, Three Kings opened wide. It did pretty well at the box office,

60 million domestically, 47 million abroad, but it was the DVD sales that really brought home the gold. It made over $30 million in profit from the DVD sales alone. Bill Clinton evidently invited David O. Russell to the White House, and Russell said, quote, we showed the movie and it was a real quiet house. I was dying. The humor is not like there's something about Mary in big block letters. Hey, laugh at this. laugh at this. The material is as disturbing. as it is funny, so I think people were self-conscious about laughing at stuff in front of the president, so they wouldn't commit a faux pa. But, to his pleasant surprise, Clinton then proceeded to hold a two-hour on-the-fly seminar afterwards about the history of Iraqi policy dating back to the 1920s.

He reportedly said to Russell, apart from being a fabulous movie, this is an important movie, because people need to know how this war really ended. And then he jetted off to Epstein's Island. And then he said, now, can you teach me how you abuse the young interns on your films? Everyone's terrible. Let's continue to desecrate the offices with our power. Gosh, that's more Joe Biden than Bill Clinton, but yes, you get the point. Despite great critical acclaim, the film received zero Oscar nominations because 1999 was crazy. I was curious what was nominated for screenplay and picture that year, if we can do a quick sojourn.

Best Picture was American Beauty, the Cider House Rules, the Green Mile, the Insider, and Sixth Sense. Best, would this be original screenplay? Yes, even though he rewrote it. Tough category. Winner was American Beauty, being John Malkovich was nominated, Magnolia was nominated,

the Sixth Sense was nominated, and then Topsy Turvey. Interesting, by Mike Lee. I would maybe put this in. I would say that arguably the best original screenplay category is more stacked than the best picture category that year.

Yeah, that's fair. Yeah, tough year. As for original screenwriter John Ridley, he felt pretty slighted by the whole thing, and I can't say I blame him for what he did about it. David O Russell wanted to publish the script for the Three Kings in book form, and Ridley had this to say, quote, I get calls all the time from the producers in the studio

asking me to please let him publish this thing, but I've been completely disrespected through this whole process, and now they're asking for a favor? The answer is no. To that, Russell responded, quote, I'm shocked that he's blocking the book. I think he's doing it because he's embarrassed by how little of his screenplay ended up in the movie.

He later said, quote, if he wants to direct his own scripts, he should control them a little bit. If he thinks it's such a dwork of genius, I think he'd let me publish my script. I even offered to publish both scripts in one volume. What a guy. Following this, both David O. Russell and George Clooney

have had some choice words to say about each other. So let's go through a little timeline of where their relationship stands now. In 2000, in a Playboy interview, George Clooney gave this version of events. He said, I was trying to make things work. I went over, put my arm around him. I said, David, it's a big day,

but you can't shove, push or humiliate people who aren't allowed to defend themselves. And then, you know, George Clooney reiterates the same story. Russell starts screaming at him. He's telling him to hit him. He says that Russell got him by the throat, so it does change a little bit here. In 2004, Clooney said, quote, quite honestly, if he comes near me, I'll sock him right in the fucking mouth. David O. Russell pushed back and said, quote, I never physically attacked him.

If I ran into him, I'd say, shut the fuck up, you lying ass bitch. These are like 45-year-old, man, like speaking publicly about their jobs. I know. Could you imagine just like a prominent lawyer being you lying ass bitch? Shut the fuck up, you lying ass bitch. In 2012. George Clooney said that he actually had spoken to David O. Russell at this point. He said, quote, I felt to go over and go, so are we done.

And he goes, please. And I said, okay, we made a really, really great film and we had a really tough time together. But it's a case of us both getting older. I do appreciate the work he continues to do. And I think he appreciates what I'm trying to do. So they put it to bed, Chris. Just kidding. in 2024 while promoting wolves, George Clooney and Brad Pitt in an interview together talked about

how, you know, acting is for young people. They've become more selective about the work that they choose to do and who they choose to work with. And then George Clooney said, quote, and so it's not just like, oh, I'm going to go do a really good film like Three Kings and I'm going to have a miserable fuck like David O. Russell making my life hell, making every person in the crew's life hell. It's not worth it, not at this point in my life just to have a good product. He's not over it. Now, of course, we talked about this following the leaked audio of David O. Russell's meltdown on IHeart Huckabee's set, he entered what was basically a six-year break from filmmaking, which he referred to as an unwanted hiatus. He told the New York Times in 2013, a lot of things happened. I was very humbled, but that was good. Humbolded in the sense that I had gotten divorced and I was helping to raise a son who faces bipolar issues, but I had also lost my way in terms of what kind of movies I wanted to make. Six years after Huckabies, Russell returned with the three films and four years that, people termed his reinvention trilogy. You mentioned these Chris, but it was the fighter in 2010, Silver Linings Playbook in 2012, and American Hustle in 2013. And unfortunately, he also continues to be an

abusive asshole. Alterations with his actors and other directors have continued. If we ever cover American Hustle, we will talk about his dynamic with Amy Adams on that set. Amy Adams told GQ in 2016, Jennifer Lawrence doesn't take any of it on. She's Teflon, and I am not Teflon. But I also don't like to see other people treated badly. It's not okay with me. Life to me is more important than movies. It really taught me how to separate work and home because I was like, I cannot bring this experience home with me to my daughter. It should be noted that Christian Bale evidently stepped in and put David O. Russell in his place for how he was treating Amy Adams during that shoot. But continues to work with him. That's correct. On Amsterdam, for example. Worked with him on several things after

this. Not to mention that time you put Christopher Nolan in a headlock at a party because he felt Nolan had poached Jude Law when Russell wanted Jude Law for Iheart Huckabees. Of course, he would eventually get him and Nolan would let him go for the prestige. Oh, I was going to say, when did Nolan work with Jew Law? He didn't. He didn't because David O. Russell put him in a headlock at a party. Especially if you've watched interviews of Christopher Nol, he's just so mild mannered. He's so nice. But also, it would be so jarring, I would imagine, just for the guy to throw you in a headlock?

Like, that guy, sir? I'd be like, for Jude Law, take him. Please take him. Please let go. And then I am mentioning this because I'm sure people will. bring it up if we don't. He has admitted to groping his 19-year-old niece for which she filed a police report. The case was dropped. He claimed it was consensual. I'm not going to get into it more than that, but he has a history of physically assaulting people. So that is worth mentioning. I'll end this by

saying it's very clear that he is an incredible filmmaker. I love almost all of his movies. I will probably continue to watch them. I definitely enjoy them, but I don't condone any of his behavior. And, you know, you mentioned this earlier, but, like, I do think people need to be questioning whether or not he gets to keep making movies. Oh, no, I'm not saying they shouldn't. I'm just saying I think when people... You understand why people justify it. Yes, I understand the mental math behind making the leap. That's my only point. I do, too. I'm not making a moral judgment one way or the other. I just making movies is really hard. He clearly is good at it.

And that is not to say that it justifies his behavior in any way. No. At all. It doesn't. I'm just trying to express my understanding. as to why Christian Vale would go back to continue to work with him even after stepping in on behalf of Amy Adams. To me, those two seemingly incompatible realities can coexist inside somebody's mind. Yeah, I guess. Chris, what went right? David O' Russell's working style.

I'm just kidding. No, I will give it to the writing. And I don't know. Maybe there's a way we can get John Ridley's first draft. I would love to read it if we could ever find it. Yeah. I'd love to know. I mean, obviously, yes, the story.

came from him. Having, again, coming from my limited experience, but I've been in a situation where I've, as a director, rewritten a script. In the moment, I really felt like I had completely reinvented it. And now a few years removed, I actually really can see, no, it has more of my voice in it. But it was really all there. And I was just reshaping it. You know what I mean, a little bit to fit me. Even though what you did was essentially a page one rewrite. Technically speaking, yes, but like the architecture was there. The foundations were there. the characters were there. I think we overestimate the work we do in crafting something, and we really downplay. We have a tendency to downplay the input maybe of other people when we get

close to it. Which makes sense because it is such a personal job. Yeah, you feel like you're really pouring yourself into it. Right. Maybe more than you are. Right. But I would say whatever the ultimate calculus of what percentage would go to each person, I think this is a really tonally tricky and successful screenplay, ultimately. I agree. And that's really hard to do. in the war genre, in the Soldier of Fortune genre. You know, we talked about Gungadine, you know, which this movie, it's never name-checked by the filmmakers, but it feels like it's certainly pulling from it a little bit

or something like Kelly's Heroes or something like that. And I think this movie, there's not a lot out there quite like it. And so I'll give it to the script. Great. I'm going to give it to the supporting cast, who we didn't get a ton of time to talk about, but Cliff Curtis. Kiwi. Yes, Kiwi, Cliff Curtis.

While you can definitely tell he's from New Zealand, he is really lovely in this movie, as is Saeed Tagmawi. as are so many of the featured extras that appear in this, I just think all around the acting and the ensemble cast is excellent. And we didn't even have time to talk about them because David O'Rustle was screaming and choking people too much. So I just want to make sure that they get their due. Obviously, Nora Dunn, Judy Greer, like, everybody is great in this and just feels very much

like they all live within the same world, which I think is a very difficult thing to achieve on a movie, especially one like this where it's a very unfamiliar world. So, all right, I think that wraps up our coverage of. of Three Kings. Let's wait a while before we go back to David O. Russell. Sounds good. I just don't want him to yell at me. You may hear from him after this episode drops. Well, Lizzie, thank you so much for taking us out to the desert and yelling in my face. Let's tell the folks at home how they can yell at people around them to help this podcast.

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just like one of these. Oh, no. Thank you to our full-stop patron supporters. I'm so sorry for what Lizzie's about to do to you. Again, you go to www. patreon.com slash what went wrong podcast. Let me get in character. All right, let's get this over with. You think you're special because you're a full-stop,

supporter, Adrian Pencouria, Alex Barrett, Angeline Renee Cook, Ben Shindleman, if that's even your real name. I'm just trying to fucking help you. Blaise Ambrose, Brian Donahue, Brittany Morris, Brooke, Cameron Smith, C Grace B, you know what? I'm being a fucking collaborator. Have you ever thought about that? Chris Leal, COVID Diner, Datum 3, David Friskillante. I'm not here to be yelled at, even though I'm yelling at you. Darren and Dale Connors. M. Zodia, Evan Downey, Felicia G. I did not work on these Patreon shoutouts for three years to have you yell at me in front of the crew. Film it yourself. Frankenstein, Galen and Miguel the Broken Glass Kids.

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Rural Jure. Sadie. Just Sadie. Soman Chianney. Suzanne Johnson. The Provost family. Oh, the O's sound like O's. Do they?

Shut the fuck up, you lying. All right. Well, I feel terrible. Chris, what do we have coming up next week? We're actually going to talk about a movie that you mentioned today. We are going to be talking about Sydney Lumette's Dog Day Afternoon. One of my favorite films of the 70s, Three Kings is a heist movie, and so I kind of wanted to follow it up with a heist movie, a great Pacino role. I'm really excited to talk about it and the complex history of films that are based on a true story.

Great. I can't wait. We'll see you then. Bye. Bye. What went wrong is a Sad Boom podcast presented by. Lizzie Bassett and Chris Winterbauer. Post-production and music by David Bowman. This episode was researched by Laura Woods and edited by Karen Krupsaw.