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Genesis and Financing

The genesis of Phantom of the Paradise was Brian De Palma's sad experience in 1969 hearing a Beatles song ("A Day in the Life") played as muzak in an elevator, and realizing that everything that's beautiful can be transformed by corporate America into garbage for the sake of a dollar. He combined that with his own experiences of trying to pitch his original material to indifferent studio executives who either ignored it or ripped it off, and an idea from Mark Stone and John Weiser, two of his friends, about a "Phantom of the Fillmore" (a title which appears on early versions of the script and in stories in Variety and the Hollywood Reporter in July of 1973 announcing the project "to be filmed in San Francisco", but which was dropped when the rights to the "Fillmore" name couldn't be obtained from Bill Graham)...
...and five years later, the result was Phantom of the Paradise. (An intervening title was simply Phantom, but concerns about conflict with the King Features comic strip by that name forced the addition of "...of the Paradise".)

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

Sisters was made first, as it seemed the simpler (and more commercial) project, and sold to American International Pictures for distribution. Initially, Pressman and De Palma were to work with AIP's financing on Phantom, and profits from Sisters paid for some of Phantom's preproduction, but AIP balked at De Palma's budgetary needs.

After failing to attract interest from the major studios, Pressman and De Palma turned instead to a real estate developer named Gustave Berne for financing. Berne put up $750,000, approximately half of the production costs, and Phantom was on its way.


In his attempts to get financing for Phantom, De Palma had, when the studios failed to show any interest in bankrolling production, approached record companies, seeking to entice them to become involved. In the course of these efforts, he met with Michael Arciaga at A&M Records, who introduced him to Paul Williams.

At the time, Williams, who was in tremendous demand as a composer, was working to develop his resume as an actor. Although we've seen it reported that Williams's deal with De Palma and Pressman entailed providing the music for far less than his accustomed pay in exchange for a principal onscreen part, this is not the case; in fact, casting Williams was De Palma's idea, though De Palma had initially asked Williams only to write the songs. As the two got to know each other, De Palma told Williams, "You've got to play Winslow!", the role that he had written originally for his longtime friend and collaborator Bill Finley...which meant that Gerrit Graham, another longtime De Palma mainstay, would have played Spectre (as Swan was known in the early scripts -- a play on both record producer Phil Spector, upon whom De Palma had modeled the Swan character, and Swan's otherworldliness.) Williams, however, didn't feel he was "scary enough " to play the Phantom, and, only two weeks before rehearsals started, decided with De Palma that he would play the character that eventually became Swan. (At one point, after the Spectre name was discarded, Swan's character was called "Dorian," a heavy-handed reference to the "Picture of Dorian Grey" subplot.)
Sha Na Na was originally (since at least December of 1971) slated to play the Juicy Fruits. (We're guessing that De Palma might have become acquainted with Sha Na Na because both he and they had been students at Columbia.) That fell through, apparently at the last minute, as the band was still on the call sheet on November 2, 1973, only 24 days before shooting commenced. According to De Palma the problem with Sha Na Na was interpersonal friction within the group, while Paul Williams tells us that Sha Na Na was nixed because Williams needed to build a group that he could manipulate through many styles of music. In any event, De Palma and Williams had to assemble their own group on the eve of shooting. Williams brought his friend songwriter Jeff Comanor in; and De Palma, at Bill Finley's urging, went to see Harold Oblong performing in the New York production of "Lemmings" (playing the part that had been John Belushi's before Belushi left to join the Not Ready for Prime Time Players), and hired him away. Oblong, in turn, brought in his friend Archie Hahn. Oblong and Hahn had backgrounds which were for the most part in improvisational comedy, though all had musical talent as well. The three rehearsed their numbers off by themselves, and then brought fully realized performances to De Palma, who focused on finding interesting ways to shoot them. While Oblong did much of the choreography for the bands for each of the three songs (and Beef's choreography for Life at Last), each of the lead singers for the Fruits/Beach Bums/Undead's numbers worked out their own movements. (It was "just a choice" Hahn made to give the lead singer in Goodbye, Eddie a Puerto Rican accent, which was based on someone he knew, and felt right for the part.) Tomi Barrett, who is uncredited, but who played the surf girl who sprints down the runway with Jeff Comanor in the first couple of seconds of the Beach Bums scene, before it goes to splitscreen, did the surf girls' choreography.

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

Scheduled for seven weeks, shooting took ten, in the winter of 1973/74. De Palma checked in to apartment 5-A at Hollywood's Chateau Marmont on October 21, 1973, to finalize the script and supervise preproduction in Los Angeles, and shooting commenced on November 26, with the rooftop scene where Swan explains the "This Contract Terminates with Swan" clause, and the Swan/Phantom interplay in the Phantom's recording studio being the first before the cameras. (The rooftop scene was re-shot later in production, in Dallas, because the version shot on November 26 proved unusable as a result of Paul Williams being exhausted, having spent the previous night in the recording studio.) November 26-28 was also when the shots of the Phantom composing Faust for Phoenix, Swan bringing him "breakfast," and Swan slipping out with the Phantom's music were taken care of. Originally, shots of Winslow calling Death Records from a phone booth during daylight hours (and then still in the booth under a dark sky, hours later, waiting for a call back) were scheduled for this week, but ultimately dispensed with. The production moved to the Greystone Mansion in Beverly Hills -- at that time being leased by the American Film Institute -- and paid $2,400 to rent the facility on November 29 and 30 for the audition lineup where Winslow first meets Phoenix. These scenes, of being assaulted by Philbin and meeting Winslow, were Jessica Harper's first.

The week of December 3, 1973 was spent at sets built at Producers Studio in Los Angeles: Swan's bathtub contract signing on Tuesday; Winslow getting kicked out of Swan's bed (and Swan making love to Phoenix) and the ineffective rooftop stabbing on Wednesday (the latter on a set mocked up - complete with a Jack Fisk-built gargoyle - to look like the roof of Big Red, the Dallas courthouse later used for Swanage exteriors.) Thursday was the auditions around Swan's gold desk, and the end of that week was utilized for Winslow's suicide attempt, and his two visits with the Death Records receptionist.

After two weeks in Los Angeles, the production team flew on Sunday, December 9 to Dallas for five weeks; they were running late, and had rented the Majestic for three weeks (at $2,500/week) starting on December 3. (If you look at this rental agreement for the Majestic, you can see that it was typed up by someone who thought the title of the film was "Phantom of the Film War". We have to imagine that whoever had called the Majestic to make arrangements had a serious Bronx accent.)

That first night in Dallas, in the hallway of their hotel, the Juicy Fruits developed the choreography they would use for Goodbye, Eddie , to be shot the next day (along with Swan and Philbin's conversation about Annette, Winslow's rendition of "Faust", Swan entering the club through a sea of flashbulbs, and Betty Lou backstage with her locket, all at a Dallas club called Travis Street Electric. These last two scenes were later repurposed to take place at the Paradise, rather than at the Juicy Fruits show. The remainder of that week was used for some of Swan and Winslow's discussions outside the mirrored doorways at the Paradise, and, on Friday, to shoot "Special to Me", and Beef's balking at rehearsal. The Beach Bums' rendition of "Upholstery" was taken care of on Saturday the 15th, but went over schedule, thanks to problems getting the complex splitscreen/multicamera aspects right, which prevented the planned shooting of the cemetery footage for Beef's funeral that evening. Ultimately, the funeral footage, although repeatedly rescheduled, would never be shot.

The week of December 17 gave us Beef's unveiling at the not-yet-open-for-business Dallas Fort Worth airport, and his adventures with the plunger (Tuesday). While much of the cast and crew went home briefly for Christmas, Christmas Eve was used for the shot of the judge sentencing Winslow to "Life!", and Paul Hirsch made use of the time to film various elements of the "Phantom composing his cantata" montage, in the back of the Majestic's auditorium against a sheet of black duvateen. The Undeads, Phoenix's performance of "Old Souls" and Beef's performance of Life at Last were all shot on December 27. On the 28th, the crew went out to the Zales building (now Pegasus Park), to shoot exteriors: Winslow entering the building and getting thrown back out; and watching Swan leave in his limousine.

New Years week 1974 was when the dressing room footage was shot, at the studios of Stage Inc. on Grissom Lane off LBJ highway. (Beef's dressing room set, redecorated to make it less feminine, was used for Phoenix's dressing room scenes as well, and for the scene of the Phantom discovering his mask.) The footage of Swan congratulating Phoenix after her performance was shot on New Years Eve, and the Phantom discovered his mask on the first day of 1974. Rehearsal of the wedding sequence was on Thursday January 3rd, with the wedding itself shot on the 4th and 5th.

Three replicas of the Majestic's mirrored wall panels were delivered the morning of January 7, just in time to be installed in the Majestic's hallway and used for the shots of Swan entering and leaving his secret room that day. The following night, the crew moved to the grounds of the Dallas courthouse, "Big Red", to shoot exteriors: Winslow approaching the Swanage (to the tune of "Never Thought I'd Get to Meet the Devil"), and being "discovered" by the cops after having been beaten up.

On January 9, Swan's tape room was set ablaze (in a set built in a warehouse adjoining Stage Inc.'s facilities off LBJ Parkway).

On January 13, the production team flew to New York for exteriors, and for the footage shot at the Pressman toy factory. January 17 was particularly busy: Winslow hails a cab at 100 Wall Street, at 6am; comes out of the subway at Chase Manhattan Plaza at 7am; and is in a box falling out of a truck near Battery Park at 9am. Meanwhile, the production reserves Generation Sound, the famous recording studio in the basement at 1650 Broadway from 10am to 7pm, presumably to catch Swan saying "filters...Dolbys..."

The evening of January 18, the production rented the alley next to the Brooklyn Academy of Music, for $300. That night, they shot the Phantom leaving through the stage door, Beef and Philbin's altercation on the stairs, the greasers talking about the tire iron (watch closely: the camera appears to swish from a shot of the front of the City Center to the greasers, about three miles away in front of the BAM alley...there's a little optical trick in there), Philbin linechecking, and Phoenix finking on the Phantom to Swan and Philbin ("the freak who killed Beef is up on the roof"). It looks to us like they were going to shoot the shot (from the roof) of Beef being put in the ambulance ("He wouldn't listen to me!"), but probably ran out of time; this was picked up the following week.

The week of the 21st had most of the remainder of the New York shooting: the tiddleywinks factory in the prison and, on the 24th, Winslow getting his face mooshed in the record press. On the 25th, Winslow fell into the river at Pier 9 (South Street and Old Slip), Swan's limo entered the Swanage at the E 82nd Street entrance to Central Park (Engineers Gate), and Winslow got out of his cab to follow on foot. (Of course, when Winslow jumps the wall, he comes up on the other side in Dallas.)

The very last day of shooting appears to have been evening of January 28 and early morning of January 29, at the City Center in New York (W. 55th between 6th and 7th ) for the crowds going into City Center (standing in for the Paradise); the point of view shot from the roof of the Paradise of Beef being put into the ambulance; Swan, Philbin and Phoenix admiring the crowd from inside their limo; and the Phantom telling Phoenix, "Swan'll destroy you too," which we think was the very last scene shot, on the roof of J&R Music World in Manhattan.

Our Principal Archivist recently paid a visit to the building used for Swanage interiors, shown above.
Swanage exteriors were shot at the Dallas County Courthouse, also known as Old Red.
The Swanage as it appears today, with some work being done. Photo courtesy of Visiting ArchiFelligist Mo'.
The spot on the roof where Winslow had his heart broken, as it looks today and as seen in the film.
"Today" photo courtesy of Visiting ArchiFelligist Mo'.
Swan and Winslow's exchange on the "roof" of the Swanage was shot on a soundstage in Los Angeles.
The exterior of the Death Records building was played by the Zales Building, located in Dallas at 3000 Stemmons Freeway (now renamed Pegasus Park for the new owner, Mobil Oil. We at The Swan Archives like the idea that Death Records is now owned by an oil seems suitably evil.)
The Zales/Mobil building as it looks today.
Photo courtesy of Visiting ArchiFelligist Mo'.
The Zales/Mobil building as it looked in the film.
The Zales/Mobil building played the role of Sandman Headquarters (and was blown up!) in Logan's Run, filmed in 1975. Logan's Run starred Jenny Agutter, who was in Child's Play 2 with Phantom's Gerrit Graham. Gerrit Graham was in Walker with David Hayman. David Hayman was in Where the Truth Lies with Kevin Bacon. This gives Death Records a Bacon Score of 3.
The Paradise was played by Dallas' Majestic Theater, which still stands, though it's changed a bit over the years. Here's a shot of the Majestic's interior, where the décor still resembles what was seen in the film. In the background you can see Swan's "hall of mirrors".
Photo courtesy of Visiting ArchiFelligist Mo'.

Shooting was by all accounts hectic and, even according to De Palma himself, disorganized. The production faced a litany of hardships: A fire on the set in Dallas slowed shooting. Production designer Jack Fisk fired his entire crew on the first day (which is why his then girlfriend (now wife), Sissy Spacek, ended up with set dressing duties). During the Dallas portion of the shoot, much of the cast and crew was suffering from the flu, to the point that a doctor was coming to the set daily to give everyone vitamin B shots. (In fact, the group was so sick that when Paul Williams surprised everyone with a huge and opulent catered Christmas Eve dinner, most of the food, sadly, went untouched.) Conditions were exacerbated by rivalries between the New York, Dallas, and Los Angeles crew members, and minor turf squabbles with the Teamsters union. As well, rushes were not being received from the processing lab reliably, so it sometimes took several days before De Palma could watch the footage he had already shot to confirm that it was satisfactory, and that the set could therefore be struck, to make room for the next set. The Dallas hotel in which the crew was initially housed, although a national brand, suffered from inoperative climate control (in the dead of Dallas winter) and was plagued by rats; many in the crew quickly decided to rent apartments instead. Similarly, in New York, much of the crew was initially put up in a dump, and had to prevail upon Pressman to move them to the St. Moritz.

It's not clear whether certain discontinuities arose from this disorganization, or from certain scenes being resequenced in postproduction editing. For example, it appears that Paul Williams was only filmed once in Swan's "video room"; the first shot of him watching video (the replay of the Juicy Fruits' exploding prop car) is the same shot as is used later, when he's watching the video-record of his contracts with Winslow and Phoenix. That first time, as a result of this, the continuity's all wrong: as he enters the video room, he's wearing his beige suit. Once inside, we see him in his dark suit and red-patterned shirt from later in the film, and then on his way back out he's wearing his beige suit again. Our Archivists theorize that this discontinuity is probably just because someone figured that the same footage could be used for both scenes (since they're really the same shot), without realizing that Swan's clothing needed to be different.
In addition to having a budget that wasn't fully up to the task, the production was plagued by cashflow problems, and was for that reason almost constantly on the verge of being shut down. The producers had apparently placed production funds in 90-day CD's and the like, and could only get at them when the CD's matured, which wasn't happening quite quickly enough to meet day-to-day expenses. For a while during the Dallas phase of production, crew who didn't get to the bank early in the day on payday found there weren't sufficient funds left in the production account to honor their checks, so each payday became a game among the crew to get to the bank before everyone else. The cash situation stabilized eventually, until the last week in New York, when checks started bouncing again. (At one point during production, Pressman was personally "escorted" to the bank by Teamsters to assist them in negotiating their paychecks.) As well, a number of vendors to the production were under the impression that the production was being financed by American International Pictures (as the previous Pressman/De Palma production, Sisters, had been, and as Phantom was originally going to be), and extended credit on that basis; Pressman apparently made no effort to correct their misunderstanding of the situation. When Pressman failed to timely pay their invoices, they contacted AIP, which of course denied all knowledge of the production.

This is typical; the travel agency utilized by the production advanced funds for Brian De Palma's air travel in the mistaken belief that Phantom was an American International Pictures production.
The Phantom's cape changes throughout the film, from a black silver-lined cape (used in the scene which was first shot, the rainy night on the roof of the Swanage), to a red satin cape, to a red velvet cape. According to William Finley, the silver cape "was impossible to work reflected all sorts of light, it was just terribly designed and was rotten and I hated it." There were at least four different capes, and the production switched from cape to cape when one or another got dirty. "Strictly budget," says Finley. "We figured if anybody noticed, their reaction would be, 'who cares?'"

The Phantom's helmet was made by Sonny Burman, whose brother Tom made Winslow's scarred facial appliance and chrome teeth, as well as the "face melting" gelatin makeup worn by Paul Williams. The Burmans had both worked at John Chambers' studio before embarking on their own, and went uncredited (and, like many others who worked on Phantom, unpaid). (Chambers was credited as the make-up designer, but in fact did not do hands-on work on the film at all.) Williams' silver facemask for the wedding sequence was the mold that had been taken of his face for use by the makeup crew on Battle for the Planet of the Apes, in which he had played an orangutan. Rolf Miller, credited with makeup, was probably uninvolved with the design of Winslow or Swan's "gore" pieces, but focused on the more traditional makeup design and application.

This is helmet designer Tom Burmanís original pencil sketch of William Finley wearing the helmet.

The room-filling synthesizer we see the Phantom playing in the basement of the Paradise is a real, one-of-a-kind instrument called TONTO (for "The Original New Timbral Orchestra"). TONTO was the world's first multitimbral polyphonic analog synthesizer, and was designed and built by a pair of Grammy winning musician/engineer/producer/sound designers -- Malcolm Cecil and Robert Margouleff. It's a Series III Moog modular synthesizer, which Cecil expanded with modules from Moog, Arp, Oberheim, and others. It was used by Stevie Wonder on several albums, and is also heard on records by Quincy Jones, Bobby Womack, The Isley Brothers, Gil Scott-Heron and Weather Report, Steven Stills, The Doobie Brothers, Dave Mason, Little Feat, and Joan Baez. All those dials and jacks on the walls are actually part of the thing, and not some set-designer's fantasy.
Stevie Wonder, playing TONTO during the recording of the Innervisions album, at Electric Lady Studios.
We unfortunately don't hear sounds actually generated by TONTO in the film, where it's used only for its striking appearance. If you're interested in hearing what TONTO was actually capable of, track down a copy of "Tonto Rides Again," by Tonto's Expanding Head Band.
TONTO, after being liberated from the Paradise. Photos courtesy of Kevin Lightner.
TONTO still exists. Malcolm Cecil, pictured here, acquired co-creator Margouleff's share in 1975. In late 2013, Canada's National Music Centre, in Calgary, acquired TONTO from Cecil. The Centre plans to make the synthesizer available for use by artists starting in 2016.
"The Hell of It", which plays over the final credits, was originally written to be played at Beef's funeral, but the funeral sequence was never filmed. The tap-dancing sound effect was to be a little girl who jumps on Beef's coffin as it's being lowered into the ground, to audition for Swan.

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

The substance used to play the role of Beef's cocaine was dried lactose. Gerrit Graham does not recommend snorting this stuff. Apparently, it gets all clumpy and has to be "snotted out". (Here at The Swan Archives, we don't judge the news; we just report it.) Beef's shower, by the way, didn't have a working drain, so Graham had to shoot the scene with water pooling up around his feet until it could be pumped out for the next take. (Six or seven takes of Graham getting hit in the face with the plunger were required, as evidenced by the footage on our Outtakes Page.)

Although Beef's singing voice is dubbed by Ray Kennedy for the performance of Life at Last, that's Gerrit Graham's actual singing voice in the shower, and in Beef's first appearance at Swan's circular-desk auditions. And speaking of dubbing, have you ever noticed that the orgy girl who says "I'm saving it for Swan" has the same voice as Betty Lou, Swan's high school girlfriend? That's because both voices were dubbed by Betty Buckley. She wasn't credited, but she got her reward two years later, making her screen debut as Miss Collins, in De Palma's Carrie.

Here are two versions of an ad that erroneously claimed the film featured quadraphonic sound.
Phantom was one of a relatively small number of films in the 70's that were released in some theaters in four track mag sound, a process developed in the early fifties, and first used on Cinemascope prints. Prints with mag sound had four magnetic oxide stripes (similar to cassette tape) adhering to the print, with two stripes on either side of each set of sprocket holes. Projectors equipped with a magnetic sound pickup unit (called a penthouse because of its positioning atop the projector) could accommodate these special prints. Although it was four track, it was not "quadraphonic," in that the four channels were left, right, center, and rear, rather than left-front, right-front, left-rear, and right-rear. (Bizarrely, an ad for the film in the October 4, 1974 issue of Variety incorrectly described it as being in "quadraphonic supersonic sound".) Despite there being four discrete channels, the sound was referred to as "stereo." Still, very fancy for the time. In part because of the expense involved, both in striking mag sound prints (which cost about twice what regular optical sound prints cost), and the cost of equipping projectors with penthouses capable of "reading" the magnetic stripes, the mag sound format gave way in 1976 to Dolby stereo, which for the first time enabled high fidelity four-channel soundtracks in the traditional optical soundtrack, through the extensive use of audio compression: with Dolby, substantially more audio information could be embedded in an optical track with limited resolution than before, roughly the audio equivalent of "zipping" digital files on a computer so that more information can be stored in fewer bytes. Phantom was among the very last films to be released in the four track mag format, along with Nashville, and The Man Who Fell to Earth. Only two years later, Dolby optical tracks became the dominant high fidelity format, with the success of that process immediately evident in such films as Star Wars and Close Encounters of the Third Kind.

The Archives receives a lot of inquiries about how sound recording was handled. The electronic processing of the Phantom's speaking voice (which had sounded normal on-set) was done in post-production. The songs were pre-recorded at a recording studio; although the soundtrack credits say this was done at Sound Labs, guitarist Art Munson tells us he recorded his parts at MRI Studios in Hollywood. The actors then lip-synched to on-set playback of their own pre-recorded performances (except Graham, who lip-synched to Ray Kennedy's pre-recorded vocal on "Life at Last") while the onscreen musicians played along (unamplified) with the tape. The on-set P.A. system through which the pre-recorded songs were played consisted of a pair of Altec A-7's, hooked up to a 100 watt amplifier.

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

For the audition sequence in which the camera pans from one hopeful to the next as each takes their turn performing for a few seconds for Swan as he sits at his gold record desk, the performances were live; what you hear is what the performers were singing during the take. The lighting and camera angle made the use of a traditional boom mike impossible, so the boom operator had to position himself under Swan's desk with a directional mike in his hand, and crawl from one position to the next as the camera panned from each auditioner to the next, without making noise or dropping the mike or getting snagged in his cable or the legs from the light stands, and had to do it in pitch blackness...and also had to get the mike pointing at the performers, without having it protrude from under the desk into the camera's view.
Beef's guitar at his audition is an Ampeg Dan Armstrong acrylic, which was originally manufactured from 1969-71. For awhile, Keith Richards was playing one: you can see it in Gimme Shelter. In 1999, and again in 2006, Ampeg reissued this classic.
Gerrit rented the one he used in Phantom from Studio Instrument Rentals in's the rental agreement!

When Swan introduces Beef at the airport, the mikes on the podium were actually being used to pick up Swan's dialogue; Beef's mike in his rehearsal (an Electro-voice RE-50, for those planning to be Beef for Hallowe'en) and Phoenix's mike at her audition were used to record their dialogue, but not their singing, which had been pre-recorded. (During Beef's performance at the Paradise, a couple of different prop mikes were used -- he's using one of them until he breaks the microphone stand, and then suddenly has a completely different model.)


Attracting and keeping the "audience" for The Undead, Beef, and Phoenix's performance proved a tremendous challenge. Most were locals, attracted by advertisements for a free rock concert by something like "The Magnificent Vybrationless Bull-band". Some came into the theater just to get out of the bitter Dallas cold. Over the course of the day, though, people gradually disappeared, becoming bored with watching The Undead perform over and over so that all the necessary angles could be covered.
Here's some recently unearthed footage of the Undeads' performance being shot.
These twenty shots, most of which have never been seen before being posted here, were taken on-set at the Majestic by Randy Black, then a photographer with the Dallas Times Herald. The top two rows are five shots of Brian De Palma. The next several rows are Paul Williams, chatting with producer Ed Pressman (with his back to the camera); in the background of some of these, you can see Archie Hahn and Peter Elbling. At the bottom, a nice shot of Paul Williams, and, finally, George Memmoli, one by himself (without the grease in his hair) and one with editor Paul Hirsch. The Archives really appreciates all the trouble to which Mr. Black went in tracking the negatives down in his attic and scanning them for us. If you like his photography, you'll probably love his writing: he's the author of Tales from Siberia, a collection of short stories about his adventures in Russia. Find out more at
Larry Pizer is shown here on the left, next to De Palma, apparently practicing his Saturday Night Fever dance moves.
Here's another shot of De Palma at the Paradise, this one taken by Paul Hirsch.
Paul Hirsch took this one as well. De Palma is in a "bosun's chair," from which some of the wedding (probably including the shots from the assassin's point of view) was shot with a handheld camera. Since De Palma was observing from the box stage right as the wedding was shot, we're not sure who actually did the shooting from the chair. The chair is suspended from the ceiling, and counterbalanced with a 50 gallon oil drum filled with water.
During the breaks between setups, the sound crew tried to keep people interested by playing music over the P.A., but as the audience became more and more unruly, bribes had to be offered (prize drawings and the like). At one point, Paul Williams gave a live performance. (By all accounts, Williams was central to keeping the crowd sufficiently amused and interested in hanging around through the long days, mingling, telling jokes, and being sociable.As the day turned to evening, the crew had to resort to moving people around the theater so that wherever the camera happened to be pointing at the moment, there would be people; the small crowd was made to look bigger through constant migration. To help avoid the appearance that the same person was in different locations in the auditorium, audience members were encouraged to swap jackets with one another, and wear hats, so they'd look like different people in different shots. The Undeads, Beef's and Phoenix's performances were shot over a couple of days, with the wedding scene shot, several times, over the course of a single day. Much of the crowd is composed of the same people throughout.
And speaking of swapping jackets, a Death Records thug vest was re-used here, in a 1977 film called "Ruby," which starred Janit Baldwin, who appears in a couple of scenes in Phantom (as the woman in line at the auditions who says, "Do I look like a Kidder?" -- an apparent reference to actress Margot Kidder, De Palma's then-ex girlfriend and star of his prior film, Sisters -- and as one of the orgy girls on Swan's waterbed). Hmmm....
There is a longstanding controversy among Phantom fans as to whether the fellow sitting in the canvas chair behind Phoenix in this shot is Brian De Palma.
The Swan Archives' considered opinion is that it is not; we think the lack of a beard is a major tipoff. The slacks of the guy standing next to the chair, however, at least according to Gerrit Graham and Bill Finley, almost certainly belong to Larry Pizer, the Director of Photography.

However, De Palma does show up onscreen briefly during the wedding sequence, in the box seating stage-right:
Another "behind the scenes" person who makes a cameo appearance is editor Paul Hirsch, who is visible in the crowd at the Paradise during The Undeads' performance. Unfortunately, set dresser Sissy Spacek is nowhere to be seen.
(Spacek, who had already completed filming her starring role in the Pressman-produced then-yet-to-be-released Badlands, was involved with Phantom's production designer, her husband-to-be Jack Fisk, who, incidentally, had served as art director on Badlands. When Fisk fired his crew on the first day of shooting Phantom, Spacek volunteered to serve as set dresser. It was Fisk who would later suggest to De Palma that Spacek would be "perfect" for the title role in Carrie.)
So here's something we love; Ms. Spacek's duties as set dresser entailed, in part, shopping for...well, all sorts of stuff. She did a lot of the shopping at Goodwill, and made handwritten records of what she spent, like this one, for pink satin for Phoenix's dressing room, so that she could get reimbursed by the production.
De Palma and Jessica Harper, in her Undead makeup; Phoenix was of course relegated to the chorus temporarily, and played one of the "nurses" who stitched Beef together.
Ms. Harper also played one of Beef's three backup singers in the brightly colored afro wigs in "Life at Last" as it was shot. Nearly all the evidence ended up on the cutting room floor, except for this momentary glimpse. Presumably, someone realized as the film was being edited that it was just not possible for her to have gotten out of that costume and into her white "Old Souls" dress in the few seconds it took Philbin to extinguish the flaming Beef.  
This next set of photos was taken on-set at the Majestic by Gary Bishop to accompany a story in Texas Monthly; some of them ended up in an issue of Buddy Magazine, as well. Mr. Bishop is still working as a photographer in Dallas, and you can see more of his fine work here (including a couple more on-set shots from Phantom which we're not reproducing here, so that you'll be encouraged to go visit his site.)

These appeared in Buddy:

These were not published, and have never been seen before:

Although she's not seen in the film, Ms. Spacek was on-set: in this shot, she's seated in the Majestic, next to the dog she shared with Jack Fisk, "Five".
Here's someone we can't identify (we thought it might be Jack Fisk, but he tells us it's not him) relaxing with the dummy that would be sacrificed by the Undead.
A spontaneous jam session broke out backstage while the Undead waited to go on. That's Peter Elbling (Harold Oblong) playing the guitar; seated next to him is George Memmoli. We're not sure, but we think that might be Archie Hahn banging on the box.
Here's Jeff Comanor, in his Undead makeup, with a woman named Andrea, who was one of the extras in the Juicy Fruits' "Goodbye Eddie" sequence.
Another shot from the Majestic: that's Jessica Harper in the background next to Brian De Palma's left elbow, and Jeff Comanor in the background on the left.
And here, it's Brian De Palma's back, as he operates the camera shooting the Undeads at the Majestic.
The next set of photos is courtesy of Judy Cohen, the Production Secretary on the shoot. In July of 2014, Ms. Cohen kindly dug into her boxes of antiquities for us to find the negatives, and this is the first time they've been seen anywhere.
George Memmoli reads Variety in the Majestic's auditorium
The Juicy Fruits' prop car, before, during and after the larger-than-expected explosion. In the foreground in the "before" shot is Alexa Bodrero, who was working as Mr. De Palma's assistant.
Hooligans Archie Hahn, Alexa, and Peter Elbling up to no good outside the Majestic.
Paul Williams and a number of crew members gathered in the Majestic's snackbar area.
Alexa, Ed Pressman, and unidentified others, undoubtedly drinking to Swan's good health, somewhere in the Majestic.
George Memmoli, Peter Elbling, and unidentified others, in the Majestic's lobby.
Winslow was named for Wilford Leach, a favorite drama teacher of De Palma's and Finley's at Sara Lawrence, where they had both gone to school. Mr. Leach was apparently, like Winslow, alternately meek and quick to anger. Although Winslow is obviously a fatally flawed character, his name was intended as a tribute to Mr. Leach, not an insult.

Here are a few shots, mostly of Bill Finley getting into makeup and his short hair wig, from the collection of hairstylist Anna Sugano. We presume (but aren't sure) that the gentleman in the moustache was Rolf Miller.
In the bottom center shot just above, Finley is wearing the latex facial appliance that gave Winslow his nicely scarred look. Here is what that appliance looked like, before it was painted. The one pictured here was not actually used in the film, but was created from the same mold as the original.

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