Inspiration. Ambition.
Passion. Process. Technique.

By: Judd Apatow

Promotional poster for THE FABELMANS

Alison Herman hands it over to guest moderator Judd Apatow for a live conversation with Steven Spielberg and Tony Kushner about their latest collaboration, THE FABELMANS.

Steven Spielberg a screenwriter, director, producer, and studio executive. In a career spanning over four decades, Spielberg has directed nearly three dozen feature films and written or cowritten the screenplays for four.

His directorial work has covered many themes and genres–from science-fiction and adventure films to subjects like the Holocaust, the Transatlantic slave trade, war, and terrorism. He has been the subject of widespread critical acclaim, and numerous awards and accolades including 19 nominations and 3 wins at the Academy Awards, multiple Golden Globe and Emmy nominations and wins, and the 2015 United States Presidential Medal of Freedom, among many others.

Tony Kushner is a celebrated playwright, author, and screenwriter who is perhaps best known for writing the acclaimed play Angels in America: A Gay Fantasia on National Themes—and its TV miniseries adaptation—as well as for his collaborations with Steven Spielberg as screenwriter of MUNICH, LINCOLN—both of which earned him Oscar nominations for Best Adapted Screenplay—and the 2022 adaptation of WEST SIDE STORY.

Angels in America earned Tony both the Pulitzer Prize for Drama and the Tony Award for Best Play in 1993, and he received Emmy and Writers Guild Awards for its onscreen adaptation. He also received the National Medal of Arts from President Barack Obama in 2013.

Together, Steven and Tony cowrote the screenplay for THE FABELMANS, which Steven also directed. The semi-autobiographical story of Spielberg’s own adolescence follows a young Sammy Fabelman as he falls in love with movies after his parents take him to see “The Greatest Show on Earth.” Armed with a camera, Sammy starts to make his own films at home, much to the delight of his supportive mother – and discovers how the power of films can help him see the truth about his dysfunctional family and those around him.

The Oscar- and Writers Guild Award-nominated film was released in November 2022 and is now available on most major SVOD platforms.

Moderator Judd Apatow is a writer, director, comedian, and producer known for his work writing and directing films such as THE 40-YEAR-OLD VIRGIN, KNOCKED UP, and FUNNY PEOPLE, among many others. In 2012, he received the Writers Guild of America, East’s Herb Sargent Award for Comedy Excellence.

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Thanks for listening. Write on.


Judd Apatow: How’s everybody doing? Wasn’t that remarkable. I saw the movie and as soon as it ended, I just said, can I speak to them about it? And that’s why I’m here. I begged to do this. How many people beg to be the moderator of panels? I may be the only one in the business who values this more than my own work, my moderation. It’s such a beautiful movie. I mean, I know that it hits creative people, especially hard because it’s such an origin story for why we want to make things. And I guess my first question is how long had you considered telling this story? I mean, at what point did you think there is a movie in my childhood?

Steven Spielberg: Well, surely, in my daydreams I fantasized about what would it be like someday to tell a semi-autobiographical story that is really wrapped around my mom and my dad and my sisters and Uncle Bennie, Bernie in real life. And it was something that was just stewing in my imagination. But when you sit around a room with a lot of friends and you tell stories of your childhood, I think my story’s always got the biggest reaction. And only because it’s such a unique sort of strange story about my mom falling in love with my dad’s business partner and his best friend, and a person that from birth we thought was part of our family. We thought it was natural to have kind of like two dads.

I didn’t so much, because I think he came into my life when I was four, but all three of my sisters only know life beginning with my dad and my mom and the best friend. And that was sort of something that… And then Tony, we talked about this a lot. We talked about these stories a lot. And really it always takes a fire. And Tony was the one that sort of lit the match and just said, “You got to put this down. If anything, just write it down for posterity. Just talk into a tape recorder. Or better yet, I have a tape recorder. Why don’t you talk to me?” And so that’s how it started. It started with a lot of conversations between the two of us.

Tony Kushner: I asked him about his childhood, and when he first knew that he wanted to be a filmmaker on the first day of filming of Munich in 2005, and he told me the story about the camping trip footage. And I said, “I think you have to make a movie about that at some point.” And then we joked about it for the first 10 years, I think. And then suddenly it began, I don’t remember when, but at some point we began to think maybe we are actually going to do this at some point.

And then West Side’s Story, we had two months of rehearsal when we were a little less busy than we usually are in pre-production, because the dancers were rehearsing and the singers were rehearsing. And that’s when you first said, “Let’s start doing intensive interview psychotherapy, whatever they were sessions.”

Judd Apatow: And what did you find fascinating about it? Because you’re seeing things that maybe he’s not seeing about this story. What was intriguing to you?

Tony Kushner: I mean, I didn’t know Steven at all when he first told me the story, but I loved his movies and had been paying a lot of attention to him. And I’d like to say that somewhere deep down I had a sense that there was something really interesting about this kid sort of becoming a master of the known universe by becoming better and better and better with the movie camera, until the movie camera leads him right off the edge of a cliff and takes him to some place that he hadn’t wanted to go. And it seemed like that central question of safety and dangers and of safety in the family and danger in the family and danger outside the family, those are really… Steven’s been working with that stuff his whole film career.

So I think I was really stunned by this autobiographical, what seemed like a kernel for it. And then the more stuff he told me, at one point I said, “What was the first movie you saw?” And he said, “It was The Greatest Show on Earth.” And then we talked about the first movie that you made, and you said, you would crash trains together. And it was like, “Oh, my God.” So it…

Steven Spielberg: I just didn’t want to hurt anybody. And I think that might’ve been what kept me back from this for a long time. I’ve always been really good about getting… Because all of us, when we make our art, we put a lot of ourselves into it. Even if when you’re adapting a book, it’s an original, but it’s a genre that perhaps is nothing like the lives that you lead, and yet you put a lot of yourself into it. And I put a lot of myself, my personal self into a lot of my films. It’s not apparent, obviously, in ET, because ET… I began writing a movie about my mom and dad’s divorce back in 1975 when I had nothing to do on Jaws except waiting for the shark to work. And so I just started in my head saying, “Well, I’ll tell a story about the divorce that was really traumatic and all that sort of stuff.”

And then I made Close Encounters and I was still thinking about the divorce. And when I saw the little creature, we called Puck, go up back into the mothership, I thought, “What if he didn’t go up into the mothership, but it was like a foreign exchange, and Dreyfuss goes and he stays, and then he’s stuck on earth? And that’s where ET came from, while I was in the middle of shooting Close Encounters ET was born. So I collapsed the divorce story into the ET story, and there went the divorce story, because nobody really talks about that. But it does leak out.

And I wasn’t waiting for mom and dad to go, my mom was always encouraging me to tell the story. We had a lot of conversations about that camping trip, and the secret that I shared with her for years and she thought we should… So she was very encouraging of this.

Judd Apatow: And that’s enough to screw up your whole childhood. If you know this thing is happening and your sisters don’t know and your father doesn’t know. And that’s such a burden for someone to carry.

Steven Spielberg: Well, what the problem is, and here’s the strange thing, I didn’t see with my naked eye what I could only see on my little Mansfield 8mm editing machine, and a little round glass about this… well, it’s in the film. You saw the round glass, that’s the actual machine, not the machine I used, but a model just like it. And I actually discovered something on film, which is interesting, because we see spherically in film is about a proscenium. And when you watch a proscenium, there’s a lot that your peripheral vision doesn’t take in. So it forces your focus. It just forces everyone’s focus.

And I saw what my eyes weren’t or what I refused to believe my eyes were telling me about my mom and Bernie. And I think the thing that happens when I sat with my mom and I showed her what I had found, and my mom had that reaction just as Michelle Williams has, and I didn’t think she’d have that reaction. I think she’d say, “Oh, Steve, I love him. He’s like my brother.” I showed it to her because I thought she was going to make me feel absolutely… Normalize it, that she would completely normalize it. Instead, she falls to the ground sobbing. And that was the day that my mom went from being a parent to a person.

Judd Apatow: But that also leads to you and her having a secret relationship of your own.

Steven Spielberg: That’s right.

Judd Apatow: And how do you think that all feeds into being an artist and needing a way to express all those feelings which you can’t really express to other people?

Steven Spielberg: Well, I think, discovering what was happening in the secret life of parents as opposed to the Secret Life of Pets. Isn’t there something called that? I think it screwed me right into this business. I think it really did. Because I discovered just something for myself that I could get a lot of kids to laugh, making little westerns and war movies with the Boy Scouts, which is depicted here. And I made a lot more films than those. But it got me realizing that there was something a lot deeper that I could use secretly to work to gestalt myself into a kind of, I don’t know, just a better understanding of myself.

Judd Apatow: And when you start writing, on some level, you’re trying to excavate all these feelings and emotions and trying to bring up things that maybe you hadn’t considered before. What did you discover or help him discover through your questioning of him that maybe you didn’t know completely?

Tony Kushner: God, I don’t know. I mean, I don’t know if it was things that… I don’t know how to answer that. I don’t know if there were things that I figured out that Steven didn’t know. We first just went in a fairly free roaming way through all of the memories of his childhood from as early as we could go, pretty much right until where the film ends, and, right, it was just an enormous amount of stuff. And a lot of it is really great stuff that I still sort of wish we had found some way to include. But of course, we would have to make a miniseries. Every time I’ve written a movie for Steven, there’s inevitably a moment, not with West Side Story, but with everything else, where I say, “Couldn’t we do this as a 10 part miniseries?” And he says, “No.”

But it’s with The Fabelmans there was a lot of stuff, and I think that it was mostly together we kind of went through it and went through it and found this kind of spine, a kind of thematic spine that helped us decide what we were going to pick. One thing that… I mean, you knew this already, but Arnold Spielberg was a major figure in computer engineering. I mean, can I tell the Bill Gates thing? That when Bill Gates met Steven, Bill Gates said, “I don’t want to offend you, but I would really like to meet your father.”

And I mean, this guy figured out, started working at RCA in the ’50s in New Jersey on sort of a platform on computers that would involve multi-users. And even if you’re like me and you’re enumerate, you can really understand how that goes all the way to IBM, and then to Microsoft, well, through General Electric. And in General Electric, he got involved in this incredibly dramatic thing. Tricking-

Steven Spielberg: It’s the 235. It was a computer, the 235.

Tony Kushner: The 235, the BIZMAC. He had to trick the people at GE to let him continue to work on this stuff. But it leads really directly into the digital revolution. So I mean, it’s a fascinating thing. You think about Steven, the sort of poetic artistic side, and then this incredible mastery of technical aspects of filmmaking, and you would sort of need these two people together to make him. So that was a lot of fun to sort of trace that through.

Steven Spielberg: One of the most enjoyable parts of this story and the work I did with Tony that we did together on this was the Uncle Boris parts were where Judd Hirsch comes into the life of the Fabelmans and kind of stirred things up for Sammy. And Tony really felt that… this was the scene where Tony introduced the idea of family and art and how it can carry you apart. And that was one of I think… because we were trying to centralize some of the themes of this, I think one of the themes of this for me certainly is kind of just the art of forgiveness. Because I think there’s a lot of forgiveness in this story, or at least we intended that.

But the whole thing about art and life and family and what trade-offs do you have to make? And what do you sacrifice to either be able to do this or be able to have that? And I think that was what you introduced to the story that was so amazing.

Tony Kushner: I mean, I feel like we kind of did that together, but sure. I mean, Uncle Boris is a real person, his name wasn’t changed and he appeared, but not at this moment. We moved him from another point in the actual story to drop in the way that he does. But I think that it felt like, I think for both of us, that we’d worked together for 19 years when we did this, and it felt like a natural outgrowth of the way that we had worked on every screenplay that I had written for you. Steven has an incredible earful language. And so we went line by line through everything I’ve ever written for him, except this time we wrote it together on Zoom in two months.

Steven Spielberg: Well, I’d never written with anyone before and Tony’s never written with anyone before. And we wrote this during COVID. I was in LA on my computer and Tony was in New York on his, and we worked this whole thing out on Zoom. We only wrote on Zoom, and live. I mean, not like Tony went off to write or I went off to write and we came back with our pages and compared. This was real time writing, which I’ve never experienced before. But you do a lot of that, because you do a lot of real time writing and all the stuff that you’ve produced, especially with comedy,

Judd Apatow: A lot of it is people together banging things around. And it definitely feels like you’ve mined this story your entire career, and then told the story that you were mining. There’s so many people who are divorced, these broken families. And like it says in the documentary about you, about people breaking apart and finding ways to come back together. So it is interesting how the first wound is… you’re on that ride the rest of your life.

Steven Spielberg: Because, I guess, statistically half of every family has gone through a separation and a divorce. And it could be acrimonious, it could be civilized, but whether it’s acrimonious or civilized, the fact of the matter is you wake up one day and you’re either with your mom or you’re either with your dad, or either with half your sisters and the other half is somewhere else. And the lawyers get involved, and it’s essentially you rearrange the game board, and suddenly all those little pieces that you were so comfortable starting at the start mark is gone, and it’s all changed.

And it’s a profoundly traumatic thing to be a child. And it’s a very traumatic thing when you love your mom and your dad to be in your 20s and have something like this happen. And I just think it’s certainly informed almost every aspect of my working life.

Judd Apatow: I was talking to Norman Lear and he was talking about when he was very young, his dad was arrested for some sort of a stock scam where they created fake stocks and he went to jail, and he was sent to live with family. And he said, he’s still working on dealing with that, and he’s a 100 years old.

Steven Spielberg: I’ve admired so many of filmmakers who have done their own stories or Au revoir les enfants, 400 Blows, Amarcord, Kurosawa did In Dreams about the five most significant dreams he had growing up. And I’ve just admired so many of these films and I just wondered, “Well, how do they do that?” I mean, I’ve always been really private and I never could imagine how they could expose so much, especially when they were younger. And I thought when we were talking to Tony, either this is something I should’ve done when I was really young and just starting out, instead of Jaws, because it would’ve been much more pleasant to do this than that.

But then I wouldn’t have had the wherewithal to make this, nobody would’ve hired me to make this, so maybe it all worked out in the end. Or at this point, about to turn 76, and this just seemed to be an urging. It wasn’t a calling, it wasn’t a kind of wiggy or anything like that. It was just sort of an overwhelming urge to get this outcome hell or high water. And I think COVID helped. And I hate to say that COVID helped. Because it was a devastating, devastating plague on this world, on this globe.

But the fact that I’m in a social business, directing is social, you have to collaborate with people every single day. And suddenly I’m not going into the office, and I’m literally at home. And it’s a couple of us, me and my wife at home. And there was nothing to do, except, actually I had most of my meetings with you on Zoom, with the writers. Who would say to me, “Oh, we work that this all the time. We don’t ever leave this workstation. I’m always here. It’s like COVID every day for the last 30 years.” So I did a lot of work with some of the development through our company, but this was the chance to really, I think, tell the story.

Tony Kushner: It was also, I mean, Arnold was 102 and a half when we started West Side Story, and then 103 and a half when he died in August of 2019. The scene with Bert and Sammy at the end of the movie, we didn’t plan this, but it was actually filmed on the yahrzeit, the first yahrzeit of Arnold’s death. And I think that, and you said this, there is something transgressive and scary about taking your family and putting them up on stage or on screen or in a book. And I think it was something that probably couldn’t have happened until your parents had gone. And…

Steven Spielberg: But my mom would’ve loved the business. It would’ve driven to her restaurant, because she had a restaurant for the last 50 years of her life in LA, and she would’ve loved the way it would drive the business to the restaurant. But you’re right, there was something about… It was also because the toughest audience I knew was going to be Anne, Sue, and Nancy, my three sisters. Tough only because we had a shared lived experience with our parents and with these stories. Nancy, not so much. Because she didn’t remember so much. She was very young. But Anne and Sue, absolutely. And it was the scariest screening of my entire career, bringing the girls into a screening room in New York and showing them the Fabelmans.

They’ve read the script, and they read many drafts of the script. And they came to the set and they would run to the set and they would say, “You got to use these pearls. These were LeeLee’s pearls.” And Michelle was decked out and all the stuff that they got after my mom died. And then one day, without telling me, I suddenly sensed my mom in the room. And it was some kind of a strange sixth sense scent in the air. They had given her my mom’s perfume to wear that day, and didn’t tell me. And Michelle walked by me and suddenly it was like the tears, and oh, my God, it was quite a day. But they were very involved. And yet when they saw the film, it was a whole different experience for them.

Tony Kushner: They watched a lot of the filming and sometimes would tell me stories that Steven hadn’t told me or things that one of their parents had said. And several of those wound up in the movie. We would sort of talk at the end of the day and I would ask if there was something we could do with this. The line, “Guilt is such a wasted emotion,” was not in the… but a couple of days before we filmed the scene where Mitzi says it, I think it was Nancy or Sue who told me that she had said that. And I thought, “What a amazing line,” and so we stuck it in.

Judd Apatow: It’s also an origin story for workaholism, especially in that scene. They have this traumatic moment, the parents are getting divorced, and he just starts editing and you realize, “Oh, that’s what he’s going to do.” And also the echoes of your dad who was always working and you as someone who has those traits, and also how you’ve described as like Peter Pan traits-

Steven Spielberg: Yes, exactly, with my mom.

Judd Apatow: … from your mom.

Steven Spielberg: But the whole thing about the camera as a sort of firewall, years and years ago, I forgot what film it was, but I was working with a camera operator and he told me the story, this near death experience he had. When he was shooting a documentary on the raising of a city with huge wrecking balls, and he decided to get a really good shot. He’d go up into the building that was about to be destroyed and he’d go up to the 18th floor with his camera, set it up, and he told the crane operator, come close, but don’t come that close, but just come close. Maybe I’ll zoom in a little bit to make it look like it’s coming closer.

And he got up there and he saw the ball through his viewfinder coming toward him. He heard a huge scream from down below. But he was also screaming, because the shop was so great. It was such a great shot. And then when he came down from the building, everybody was absolutely blanched. And he said, “What’s wrong with all of you?” They said, “It came within a half an inch of your face, that the wrecking ball. The guy miscalculated and almost went right through the building.” But he was insulated because he had a 1.66 aspect ratio that he was looking through, which meant he was immortal.

And sometimes I felt when things got really, really hard at home, I would do what Sammy does. I would wind my Bolex camera, and just unload it just to listen to the motor. I would just lie there in bed listening to the motor of the camera. Or sometimes I’d just go off and put the camera between myself and the obstacle that I did not want to face. And that is a real kind of therapeutic companion.

Judd Apatow: Well, I certainly relate to the crazy output of a young… When I was a young person in high school, I went and interviewed comedians, because I wanted to know how it worked. I wanted to touch them. I wanted to have a sense of it. But at 15, 16 years old, I would be taking a train three hours to talk to Weird Al Yankovic or something like that.

But you get this madness when you’re young to accomplish something when you don’t feel safe or you’re trying to recreate a troubling world through your creativity. I really related to just what you could see as the energy building for the first half of your career. You have to be crazy when you’re young to make that much stuff.

Steven Spielberg: Well, you have to… It was not a common occurrence in late ’58, ’59, ’60, ’61 around there, there were a lot of 8mm home movie cameras being sold. Sanyos and Yashicas, and the little Bolex cameras that we use in the film, and Kodaks, but they were used for home movies. They were used for graduations. They were home movies. And it was kind of weird to make a movie and ask your friends to be in it in that era. Today, not so much, but then it was a really strange thing. But I was not popular and I felt, “Well, I’ll just add to my unpopularity and start making these movies and maybe I can get some of the popular kids to be in my movies, and maybe they’ll like me.” So it was that aspect, also. Some people use that to get a date.

Judd Apatow: Can you speak to the video from Ditch Day and the hallway fight afterwards, what your intentions were in that sequence?

Tony Kushner: The film footage that Steven shot, it was not at the Ditch Day thing at the end of his senior year, but at an earlier point when he was being bullied. And he told me this story about this kid who was bullying him, who was kind of the class jock god, and that he had filmed him and made him look more godlike. And then the kid had come into the locker room after he had shown the movie.

Steven Spielberg: After the prom.

Tony Kushner: After prom and fallen apart in front of Steven. And we sort of sat looking at this thing and they go, “Why on earth…” I mean, you said, “Well, I don’t know why it happened. And I never really figured it out.” And in a certain sense, I think we both began to realize that the not figuring it out is really the point. It’s not answering why this kid falls apart. But again, the camera is a way that, Sammy and Steven, you can weaponize your art. And we added a second bully and he tries to drive a wedge between them and to uplift one and sort of throw the other one down and it works and he gets what he wants. And then it takes him farther into some kind of miasma of feeling that leaves him baffled by how confusing and mysterious life is.

When we were struggling with the scene, I was trying to figure out, we knew that we hadn’t gotten the ending of the scene-

Steven Spielberg: We reshot the entire scene.

Tony Kushner: I wasn’t going to say that, because I thought-

Steven Spielberg: That’s okay.

Tony Kushner: … you’d get mad at me.

Judd Apatow: What was the really bad version of the scene that you had to get rid of?

Tony Kushner: We ended it originally, we both thought it sort of ended with the two of them becoming buddies. I mean, there was a kind of bonding thing. And then we realized that’s not, first of all, it ended that, I mean it really ended it. And it was wrong for the rhythm of the film. And also that wasn’t the point. And I was standing on the set freaking out about what the ending should be, and Rick Carter, the brilliant production designer, was standing next to me.

And Rick is very sort of mystical. And I started saying, “I don’t understand him. This guy falls apart.” And I’m going around and around and he goes, “God, it sounds like, I don’t know, for some reason I’m getting an image of a joint, and it sounds like it should have something with smoking pot.” And which I can’t do, because I fall fastly immediately like-

Steven Spielberg: And I’ve never done it.

Tony Kushner: Yes. We’re both Ashkenazi Jews who have absolutely… Steven texted me a couple of nights ago that he had a thimble full of whiskey and he was feeling drunk. I mean, it’s just really-

Judd Apatow: I accidentally smoked Seth Rogen’s personal pot once and had to run into the woods and have a panic attack.

Tony Kushner: Yeah.

Judd Apatow: I’m glad he didn’t do that to you on the shoots.

Tony Kushner: I guess Seth is the great exception to the rule that Ashkenazi Jews can’t handle controlled substances. We’ve always had a back and forth about improvising. I hate it. And Steven loves it. And we’ve had some real knockdown drag out fights on other movies. And then right before we started filming this, Steven called and said, “You’re going to have to get over that thing because Seth Rogen is going to be on the set. And he’s just going to make up everything, and it’s not going to have any relations with the script we’ve just written at all. So just get used to it.”

And I was horrified because of… I mean, “But you wrote this with me. Surely, the words…” Seth didn’t change a word of the script from beginning. He said, “Oh, it’s so great not to have to make up stuff. It’s good.”

Judd Apatow: That’s why he’s sick of me. “I wrote a shitty version of this, but you’ll figure it out.”

Tony Kushner: When Steven told me Sven and the wrecking ball, the cinematographers was Sven-

Steven Spielberg: His name was Sven, yeah.

Tony Kushner: … it was an early interview and I wrote in my notebook in big letters Sven and the wrecking ball. And then I drew a box around it, so I would remember it. And then we shot West Side’s Story. And I completely forgot what the story was, and it took me months to work up the nerve, because I knew it was something really important because I had drawn a box around it. And then it took me a long time to work up the nerve to say, “Who was Sven? And what is the wrecking ball?” Because I had completely forgotten what it was.

I told him the story about a Yiddish poet named a Abraham Sutzkever who said that in his village in the shtetl that he grew up in, an artist was hired to paint decorations on the ceiling of the synagogue. And there was a town lunatic who was sort of wandering around and the guy was up on a high shaky ladder with a paintbrush. And the lunatic came in and grabbed the ladder and started shaking it. And the artist said, “Stop shaking it. I’m going to fall.” And the crazy person said, “I’m pulling the ladder away.” And the artist says, “I’m going to die.” And the lunatic says, “Hang on to the brush.” And I thought, this is sort of like the Yiddish version of this Sven. And it was…

Judd Apatow: Well, that sequence, it feels like the moment you realize that it is a weapon, it could be used for good or evil, and your character doesn’t quite yet know what he’s going to do with it.

Steven Spielberg: Right. Because you have to understand that when we started sitting down to tell the story, there was a lot of story. There was too much story really to tell for a two hour and what, 25 minute or 24 minute movie without the credits. And so it was a lot of stuff that I wanted to get out. And this iteration of a story, it doesn’t mean there’s going to be another story like, it just means that we have a lot of wonderful memories that come from my sisters and my parents and our friends.

But by the same token, in terms of weaponizing the camera, I massively learned a lot of lessons when I got into the professional side of the business. The one thing is when you’re first starting out, you better not weaponize the camera or nobody will hire. You’ll get fired, which I did. I got fired off of a show at NBC, because I decided to shoot… I had shot the pilot for Night Gallery for NBC and then when it sold as series, they hired me to do one of the episodes. And it was a 30-minute episode with Godfrey Cambridge.

And I got so overcome with the power of cinema that I did the entire thing in one shot. The whole thing in one shot, in other words, I did what Hitchcock did with Rope, I went behind a couple of flats so we could reload the 10 minutes od 1,000 foot magazine, and come out of that for the next 1,000 feet. Did the whole thing, did a day of rehearsal, did it a show. And the next day I was waiting for the executives in the Black Tower to say how great it was at NBC, and I had literally got a notice that I was being replaced by another director, and they were going to reshoot the entire episode.

Steven Spielberg: And I thought for a second, “Okay, I guess this is a producer’s medium, television.” Which by the way, it is and isn’t. Certainly, theater is a writer’s medium. In theater, everything starts with a written word. And in motion pictures, I think it is a perfect collaboration between the writer and the director. And the producer, they’re involved, but it depends on who the producer is. But it’s really about writing and directing.

But I found in starting out that producers did not want that camera weaponized. They simply wanted something that everybody else had done before. It was a factory of television. We’re talking about the old review days in the late 1960s. And if you didn’t conform to that, you didn’t work.

Judd Apatow: Or you’re oner was only 11 minutes long.

Steven Spielberg: Exactly, instead of 31. Exactly.

Judd Apatow: It didn’t fit. The formats somehow.

Steven Spielberg: Didn’t get the-

Judd Apatow: Because they have commercials, they got to break your oner for commercials.

Steven Spielberg: And I kept wondering as I was watching the commercials back in the ’60s and ’70s and the commercials weren’t as creative as they are today, but there were some pretty interesting commercials back then, how come they get to do it in 30 seconds and we can’t do it in 30 minutes? Why is that? And that’s sort of when I departed for trying to get a job making movies.

Judd Apatow: Now, is it a real story or a myth that you snuck on the lot?

Steven Spielberg: Well, I didn’t sneak on the lot. I was given a three-day pass to get on the lot. I had snuck off a tour bus because in those days there were big Gray Line tours, big buses. And they give you bathroom breaks and I hid in the stall and waited for 20 minutes until I was sure the bus had left. Then I wandered around the lot for the whole day. It was great. And then I went to use a phone to get a ride back to Canoga Park where I was staying with my second cousins. And this guy got curious about what I was doing, and, “Really, you jumped off the business?” And he didn’t arrest me. He was curious about it. And I told him I was making little 8mm movies in Phoenix. And he asked to see a few.

The next day I got a one-day pass to come back to the lot to show him these movies. Then he gave me a three-day pass. He said, “That’s all I can write you. I’m a librarian. All I do at Universal is I rent out or I send movies to executive screening rooms. That’s my job. That’s all I do. So you’re on your own.”

So I literally had passed Scotty four times, the guard at the gate. I’d waved to Scotty with a pass in my hand. I just took a chance. And on that fifth day I walked past Scotty and I waved to Scotty with nothing in my hand at all. And he let me through. He me through it. And I came back to the lot every single day that summer, until high school. I had to go back to Phoenix to go back to high school.

Judd Apatow: So it is true.

Steven Spielberg: It’s sort of true. Yeah. It’s sort of true.

Judd Apatow: We have finally determined that it’s true, you committed crimes to get into the business.

Steven Spielberg: That’s right, trespassing.

Judd Apatow: We knew that. And now your parents, they were friends or reunited later in life. What is the post story? Did your mom marry that man? Or how did it go?

Steven Spielberg: My mom was married longer to Bernie, Bennie/Bernie, than she was to my dad. But it was interesting, because when Kate and I were married, my mom and Bernie came to the wedding and my dad and his wife Bernice came to the wedding, which is kind of interesting. My dad married a woman named Bernice after his best friend Bernie took his wife away from him. And that’s a movie that, maybe, I hope David Lynch will make.

Judd Apatow: It would be great.

Steven Spielberg: Going to encourage him to tell that story for me.

Judd Apatow: Let’s marry Shania Twain.

Steven Spielberg: But what happened was, just very quickly, what happened was the, after Bernie passed away, my dad and my mom and Bernice were together constantly, season tickets at Disney for all the concerts, because they all love classical music. Came to every event of every child, every briss, everything that went down. They were a threesome. So my dad, in a way, when he says, when Paul Dano says to Sammy in that last scene, “The story’s not over. It’s not time to say the end.” That’s exactly what happened. My dad just refused to say the end.

The thing that really got me was, my mom was passing and she was 97 when she passed, my dad wanted to come over to see her just before she passed. And as my dad came over in his wheelchair to her apartment, he said, “I’m going to ask her to marry me today, because I think we should be married before she passes.” And he came up to the side of the bed and my mom was quietly… she was still with us, but our eyes were closed. And my dad looked at her and just realized that was not going to happen. And so he loved her to the end of her life.

Judd Apatow: Wow. Before we end this, we should take a couple of questions from the audience here. Yes, sir. Just yell it and I will repeat it.

Speaker 5: The scene with John Ford going into the office. Oh, okay, great. I’ve seen it twice now, two different events. But I really like the scene of going into John Ford’s office. Could you talk a little bit about how accurate or realistic? Any changes made? And if you told Angelica this story, I’m sure over the years about her father, it’s a really… And wasn’t that David Lynch that played-

Steven Spielberg: It was David Lynch who played John Ford, yes.

Speaker 5: So if you talk about that. Yeah.

Steven Spielberg: Well, that scene happened word for word. Word for word. The only thing that didn’t happen was that in John Ford’s anteroom where he had a secretary that were not posters on the wall of Ford’s movies. So when I came in there and had to wait an hour and a half for him to get back from lunch, I didn’t know who it was, because he kept talking about a guy named Jack. And I was 16 years old at the time. And it was all about Jack this, Jack that. And I kept thinking, “Well, I know whose name is Jack. I love the creature from the Black Lagoon. Could it be Jack Arnold I’m about to meet?” I didn’t know. But that absolutely, absolutely happened. That’s exactly what he said to me.

Speaker 5: Did you tell Angelica about it, I’m sure you’ve seen her?

Steven Spielberg: I haven’t. I haven’t.

Speaker 5: She would enjoy that.

Steven Spielberg: But I would tell her if I see her, yes.

Judd Apatow: What did you take from that meeting? What did it launch you into in terms of your feelings about what you’re about to do to meet someone like that?

Steven Spielberg: Well, I felt I escaped that meeting with my life. That’s what I felt. So I didn’t think about my film career. I didn’t think about what sage advice he had actually given. It took years to reflect back on what he was actually saying to me. In his crotchety, kind of mean old Mr. Potter way, he was saying to me, “Do interesting photography, do it different than anybody else.” He was actually saying to me about the horizon, “That’s important. Composition is important.”

Tony Kushner: And I think that the reason that it wound up being the end of the movie, in part, is because at the moment of a surrender to life, the fact that art is not going to actually make the world a completely safe and manageable place for you, and Ford reiterates that. He says, “It’s going to rip you apart.” And then says, “Learn the basic fundamentals of your trade. Learn the tools, the simple stupid things that you do that make the machine work and then the art will take care of itself.” I mean, it just felt like a really perfect way to end the film.

Steven Spielberg: And also he was also, saying, “You can get inspired by looking at great art.” He was also saying, literally, “Yes, it’s great to frame your shots differently, but find your, draw your inspiration from art. Go to museums.”

Judd Apatow: I think more… Oh, I’m sorry.

Tony Kushner: Sorry. I think probably my favorite thing in the whole movie is that trip the camera makes around the perimeter of the room while he’s waiting for Ford. And Steven sort of made that up on the spot with all the posters and playing The Searcher’s theme, which was played on set as Gabe is looking at it. But I saw grips breaking down in tears, while we were filming it, because the camera’s going past this succession of films and you can’t believe that that man made this many astonishing masterpieces.

I mean, it’s just one after another after another. And it’s also him making a tribute. And then David Lynch comes in. So it’s one of the most meta moments ever as Steven Spielberg directing an actor, playing Steven Spielberg, talking to John Ford, played by David Lynch. It was a very interesting… I want to say because my husband is here, that it was his idea to cast David Lynch. But-

Steven Spielberg: It was. Thank you Mark Harris.

Tony Kushner: Yes. But-

Judd Apatow: Did-

Tony Kushner: … it was just… And you could feel it on the set that day. People were like, “Oh my God, it’s David Lynch.”

Judd Apatow: And also the movies really funny when it wants to be. And how did you two come up with this tone?

Steven Spielberg: Well, it’s just like, life is really funny. And there’s been a lot of things that might have scared me at the time, when you look back on it, like the nice Catholic girl.

Judd Apatow: Is that a true story?

Steven Spielberg: That’s a true story. But that actually happened when I was much younger. This happens to Sammy when he’s around 17, in our movie he’s 17. It happened to me actually in the eighth grade. And I just took that experience I had, and I just moved it forward in time.

Tony Kushner: I think that we should pause for one second. Judd Apatow just said that we were funny, so I can retire. It’s like…

Judd Apatow: But it really is hilarious in that sequence, I mean, it couldn’t be funnier. I mean, it’s a real nerd nightmare.

Steven Spielberg: Well, as you know, the writing this is the first step, and then the next critical step is the casting of it. Because Gabriel LaBelle, who plays Sammy, has incredible comic timing. It’s just natural. It’s just who he is. And this young actress we found Chloe East, who plays Monica, we were cracking up on Zoom watching the two of them play a scene together on Zoom. So he was on one screen, she was on the other, we were all on screens. And we’d watched the scene played out as he auditioned with several of the candidates for the character of Monica. When she came on, she slayed us.

Judd Apatow: When she nuzzles him when he is holding the camera, I mean, it’s a really delightful, incredible shot.

Steven Spielberg: Yeah, I think there should be a Monica movie next.

Tony Kushner: We made one discovery when we were putting up pictures of cute boys from the early ’60s with Jesus pictures. There’s a picture of John Lennon being held by the other Beatles and his feet are up here and his body is down here. And the set decorator and I were looking through things and we both stopped and we said, “Oh, my God, it’s Caravaggio. It’s St. Peter being taken down from the cross.” And it’s literally, I mean, John Lennon must have posed it that way. It’s a Beatles/Caravaggio cross… I just thought I would mention it.

Judd Apatow: John Lennon always got in trouble when he did anything around Jesus.

Tony Kushner: That’s right.

Judd Apatow: Yes, sir.

Speaker 6: Thank you. Your films are so visual and I’m just very curious when you’re participating in the writing part of that, the visuals you have in your head, how much of that makes it on the page?

Steven Spielberg: It does, it’s on the page. A lot of it’s on the page.

Speaker 6: The camera correction at the end, and that joke, that wonderful joke is in there.

Steven Spielberg: That’s on the page, yeah. And also, well just like how to reveal that Mitzi got her way and Bennie is coming to Arizona with the family. We wrote that. So Sammy’s got his 8mm camera. And first you see he’s goofing with his sister and goofing with the second sister. Then he pans up to mom and obviously you don’t hear the sound off. He says, “Hi, mom,” and waves back and then, “Hi, dad,” waves back. And then suddenly Bennie sticks his big face in camera and says, “Hi Sammy,” and takes a picture of him with his Minox. And so, yeah, that was all written.

Judd Apatow: Right there in the corner.

Speaker 7: When I came to consulting with your sisters, were there any moments when you had disagreements on your memories of certain events like the campfire or the car ride? Where one of them said, “You know what? I don’t remember it that way”?

Steven Spielberg: Not really, because the thing of it is, what they said was, “People aren’t going to believe this really happened.” I mean, when they read the first draft and they read the scene with the phone call, where after they bury Mitzi’s mom, the phone rings and it’s her on the phone saying, “Don’t let him in. I’m scared, Dolly, he’s coming. Don’t let him in the house.” And my sisters read that and said, “People aren’t going to believe that, because we all know that really happened, exactly that way.”

The same thing absolutely happened the day after the funeral. My dad was woken up by my mom. She told us the story the next day, and she was sobbing and saying, “Mama…” She was just sobbing. And she reported to my dad what she was saying. My dad listened to the phone, there was nobody there. My dad said, “It’s a dream.” And we heard the story that next morning, that evening, Uncle Boris pulls up in a taxi cabin, gets out of the car because he heard she had died and he wanted to sit shiva. And so they would read some of these scenes and say, “People aren’t going to believe that.” And I said, “That’s okay.”

Judd Apatow: Okay. Well, also the voice through the phone sounds like the girl talking through the TV in Poltergeist.

Steven Spielberg: A little bit.

Judd Apatow: Is that on purpose, like those illusions you’re making?

Steven Spielberg: You probably found yet another Easter egg that I wasn’t even aware of, Judd. You probably did. But, no, there were certain disagreements just in terms of where everybody was at when things were happening. I mean, my sisters did not know about the secret I had with my mom until much later in life. But pretty much all the other events that we covered, I went over a lot of the stuff with them on the telephone. And as we were writing it, I would keep Anne especially informed, and then I would let Sue and Nancy know. But they were pretty much on the same page with us the whole time.

Judd Apatow: And just talk about Judd Hirsch for a second. He’s my namesake. I met him at the Toronto Premier. I was very, very excited. He’s the most energetic 80-year-old man I’ve ever met.

Steven Spielberg: He’s 87.

Judd Apatow: He’s 87. The way he even gets down on the floor-

Steven Spielberg: Yes.

Judd Apatow: … I can’t get down on a floor like that. But just talk about shooting that sequence with him and preparing Judd Hirsch to do that.

Steven Spielberg: Well, he does theater and he never goes up. And that was the most amazing thing. So he absolutely knows all of his lines down pat. And I said to him going in, I said, “You can do the accent that I remember Uncle Boris having. He had a Ukrainian/Yiddish accent. You could use that.” Because he actually did trained lions for Ringling Brothers for a while back in the old country. “And you can-

Tony Kushner: Boris did, not Judd.

Steven Spielberg: … use your own…” Not Judd. Judd didn’t do that at all, no. No. Although it is very ironic that we let him be with a taxi, since that was how his career got started. So the taxi was a major Judd metaphor that we carried, a book end to that scene. But Judd would call me over and he would say, “I was rehearsing the scene, and it says in the script, the door opens and I’m looking out the door and I’m listening to Mitzi playing. And I’m saying, ‘She should have been a concert piano player, but she didn’t do it.'” He said, “What you should do is, if I open the door, why’d you put the camera in the hallway so you can see my face?”

So he’s giving me shots. He’s giving me shots. He says, “I don’t mean to give you shots, but wouldn’t it be better if your camera…” Of course, I always intended to bring the camera into the hallway. I didn’t want to do that on the back of his head. But he was thinking about the character and he was thinking about the setups at the same time,

Judd Apatow: It also feels like that, with your mom, it’s about women not having the opportunity to pursue their dreams at that time. And is that something you took as a young person? My mom is really creative and interesting, and she’s kind of stuck in this house having a really hard time. Is that part of what drove you to pursue what you pursued?

Steven Spielberg: I’m not sure if… Because I was pretty furiously pursuing as a hobby, but I was taking it very seriously. My dad did always call it a hobby. And I kept saying, “This is what I want to do.” And my dad kept saying, especially when I got into college, dad said, “You need a fallback. So I’m paying for college and I’m buying your books. And I just simply would like you to take a course, major in a course as a fallback. If you don’t become a director or a writer, you could maybe be a teacher.” So my dad and I made a deal and he took care of college and I majored in English, because that’s what my dad felt would be the net that would catch me. And I’m sorry, the question about was about my mom.

Judd Apatow: Didn’t you just drop out immediately though?

Steven Spielberg: Yeah, I did. I dropped out. After 18 months, I dropped out.

Judd Apatow: Me too. Exactly.

Steven Spielberg: Yeah, you too. 18 months, that was it. But I got a job. Did you get a job?

Judd Apatow: I ran out of money. I dropped out, because I couldn’t afford six grand at USC-

Steven Spielberg: Oh, God.

Judd Apatow: … cinema school.

Steven Spielberg: Oh, yeah.

Judd Apatow: Which, you tried to get in there, but I guess my essay was better. It wasn’t worth the 18 months. You didn’t miss anything. I’m the one with the education, and look at your work compared to my work.

Steven Spielberg: Hey, I’m on the board.

Judd Apatow: I know. You’ve got a building there. Don’t you have a building there?

Steven Spielberg: Yeah, exactly.

Judd Apatow: Do you know my essay to get into USC, I was 17, and I just wrote a long essay describing the buildings that I would have made in my name from all my donations, and I described all the buildings. And then I went there and I haven’t given them one penny, ever. And you didn’t go and you give them buildings.

Steven Spielberg: Yeah, that’s right. That’s exactly true. But also my essay to them trying to get in, because I was trying to transfer also out of Long Beach State to USC, in my letter, which sort of blew up in my face, I basically said, “Well, I know I’m not getting very good grades in college right now, but you’d let football players in with worse.” It didn’t work. It didn’t work.

Judd Apatow: They love when you call them idiots. Okay, we’ll take two more questions, but they got to be good. You got to come through. Who… Okay, re-raise your hand if you’re feeling confident. Okay, right there.

Speaker 8: Hi. So this is by far your most introspective movie. So I was wondering, which do you prefer telling stories that aren’t so much about you or telling stories that are a lot about you?

Steven Spielberg: Well, having told a lot of stories that aren’t about me and only one story that is completely based on me, this was a kind of a real catharsis for me. Because as I said before, I just don’t know how filmmakers have told their own stories of all the films throughout all of our collective memories of the movies that we’ve seen that were made very personally by filmmakers that we all love, I never went there. And to go there for the first time, I’m just happy I had the chance to do this.

And I’m not sure what this is going to inform me of in the next iteration of films. I’m not sure where I’m going after this. I mean, I’m playing around with a couple ideas, but I haven’t landed on any movie, because between West Side Story and the Fabelmans, I mean, I had no time or any inclination or any passion to think beyond these two stories, especially the Fabelmans. So I’ve got to figure out where passion is going to come from next. I don’t know where it’s going to come from, but we’ll see.

Judd Apatow: Does it make you two want to write something else that’s personal? For [inaudible 00:53:47] either-

Steven Spielberg: We could make-

Judd Apatow: Tony’s origin story of pain. What’s your pain that we can hear about?

Tony Kushner: I will say just because we didn’t quite answer, and I think it’s an interesting question, that as we worked on the movie, Leah Spielberg… I mean, my mother was a professional musician. She actually had a career. She was first bassoon in New York City Opera, and she recorded with [inaudible 00:54:10], and she was a big deal bassoonist. And then she moved to Louisiana with my father when we moved down there when I was very young. But I think our mothers, we discovered, as we were talking about this really came from a generation of women, feminism was on the way. Betty Friedan, The Feminine Mystique had been published. There was the beginnings of the modern feminist movement were really beginning to coalesce.

And there was a sense for women of that generation, I was very much aware of this with my mother, that you had the possibility now of making a career, maybe, in addition to being a mother or instead of being a mother, the world was not necessarily going to be all that welcoming to it yet. And so it’s a really interesting moment.

And I think we both got very interested in Mitzi’s struggle with this kind of being haunted by a sense that there was a path that she didn’t take that she had four kids instead. And I know that my mother struggled with that as well. And there’s a lot of really interesting films from that period that are very much about that. About women and professionalism and women and ego and having the right to have an ego. And that became a really big part of the dynamic of the film. So…

Steven Spielberg: My mom, she just loved Lauren Bacall and she loved Katharine Hepburn and she’d loved Bette Davis. And, certainly, she loved Irene Dunne. She loved outspoken women. And my mom, all her life was outspoken. She always said what you’re not supposed to say. You’re not supposed to say it at the dinner table. You’re not supposed to say it when you’re with your friends. And she didn’t say it to get a rise out of her group. She said it because she was just absolutely uninterruptible. She knew where she wanted to go. She knew she wanted to be a performer. She wanted to be a performing artist. The piano was the best way toward performing arts.

But she raised four kids. And even though she was more of a peer than a parent, because she wanted us all to call her Lee, not mom. Only, I called her mom. My three sisters always called her Lee, since they were kids. We stopped her from allowing her dream to come true. But the dream of her heart was this guy named Bernie, who my mom was hopelessly, platonically, but hopelessly in love with. And my mom had to make that happen for herself. And God bless her that she did.

Judd Apatow: And now the last question, it’s going to be so good, because the person in the very back corner right there, that right corner. You, there you go.

Speaker 9: Hi. I wanted to ask you about the line that your sister says to you that, “In the family you were the one that was as selfish as your mother,” and in what ways, looking back now, do you see that that’s true or not?

Steven Spielberg: Well, it’s absolutely true, and it’s not the first time she called me selfish. It’s because when things were falling apart, I was either cutting a little 8mm film in my bedroom or I was out of the house and not wanting to be part of the maelstrom. I was conflict avoidant, and my sisters were more tenacious. They were more fighters. When my mom and dad were having an argument, they were right there to make peace and I retreated.

And my sister used to always say to me, “Steve, you are so selfish. We’re trying to make things better. We’re trying to find some happiness here, and you’re off making your movies.” And so it’s something that has followed us. Has followed me, certainly, in those early years. I’ve made up for it though. I really have.

Judd Apatow: Well, your parents must have had a great time with your success, I would assume.

Steven Spielberg: Yeah, when my dad, who really wanted me to go to college to be an English teacher, if this didn’t work out. When my dad came to the premiere of Jaws, I’ll never forget, he came to the premiere and he said, “Geez, Steve, this is really neat.”

Judd Apatow: Well, thank you very much for being here. Thank you all for being here.

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