James Mangold on Sweet Smell of Success
James Mangold‘s films as writer and director include Cop Land (1997), Walk the Line (2005)
and 3:10 to Yuma (2007). Mangold studied with Mackendrick at CalArts in the early 1980s
(which he where he first saw the original version of 3:10 to Yuma) and dedicated his first
feature Heavy (1995) to his teacher. “The greatest lesson I learned from him,” says Mangold
in the published scripts of Heavy and Cop Land, “was how hard you had to work to make a
good film. I would bring in some lame five-page film script, and he would generate seven
pages of handwritten text about what I had written. He was also an illustrator; he’d even
do sketches of scenes in your film. It was this level of indulgence that made you realize that
you were a complete fraud unless you could somehow match his level of application and
passion toward your projects with some of your own.” In the book My First Movie, Mangold
tells of his arrival at CalArts and decision that he wanted to study with Mackendrick. “They
had a mentor system and I already knew I absolutely had to work with him, but he said,
‘I’m not interested.’ We then had a day when we all showed a movie we made before we came
to the school, and I screened my film Barn. As the credits came up, Sandy trundled down
behind where I was sitting and leaned in my ear and said, ‘I didn’t remember which movie
you’d made. But I like this film very much and if you want to work with me, I will help you.’
And so he became my mentor for the next two years and by the second year I was his teaching
assistant.” Mangold explains that what Mackendrick taught him “was that the lark that had
been movie-making for me since I was a child was now becoming a very severe craft. Unlike
the other teachers at CalArts, who were very indulgent and loved the idea of exploring your
creative side, putting your dreams on film, Sandy was very severe about putting craft into film,
into stories. But in retrospect, his ruthless sense of what was right and what was wrong and
what would work and what would not was great preparation for me, for what I had to deal
with in the years ahead. I never came across his kind of clarity and severity again.” Here for
the complete interview. Here for another lengthy interview with Mangold where he talks about
his time with Mackendrick.
For all the cynicism it portrays, Sweet Smell of Success is a film directed by an idealist, a perfectionist and an innovator. In 1981, when I was seventeen and in my first week of art school, I met Sandy Mackendrick. He was a giant presence at Cal Arts. Students, professors, deans, cafeteria workers, everyone was in awe of him. Though seventy years old, Sandy was a strapping, broad-chested genius with little patience for ignorance and even less for talent unmarried to discipline. Fresh out of suburban high school, my only reference for a man like this was the John Houseman I had seen on seventies TV as Professor Kingsfield in The Paper Chase.
I had a pile of Super 8 films under my arm and was desperate for Sandy to become my mentor. I watched all his movies (The Man in the White Suit, The Maggie, The Ladykillers, Whisky Galore! and Sweet Smell of Success, to name a few), but he wanted nothing to do with such a youngster. I was persistent. I forced him to watch my collection of shorts. I will never be as proud of anything as changing his mind that day.
As I sit here, over fifteen years later, I profoundly miss Alexander Mackendrick. He taught me more craft than I could articulate, but beyond that, he showed me how hard one had to work to make even a decent film. He demonstrated – on a daily basis – the sharp elbows, passionate heart and evangelical tongue required to defend and nurture innovative projects.
The innovation of Sweet Smell is often credited to Ernest Lehman’s courageous portrayal – in his original novelette and screenplay – of the underbelly of the post-war American media machine. But the dazzling achievement of the film springs not merely from its politics – many mediocre films of the fifties took on important political concerns – but from its swirlingly brilliant screen-narrative and language – verbal and visual. Sandy supervised all the rewrites on the film. When Ernest Lehman fell ill, Sandy chose Clifford Odets to do the rewrites. The collaboration of these three continued through production. “What I really enjoyed about working with Clifford,” said Sandy about Odets, “was his craft in the structuring of scenes. One of Odets’ passions was chamber music. Particularly string quartets. He took great delight in the craft of the composers who knew how to interweave the five ‘voices’ of the instruments so that each has its own ‘line’ throughout the work, each distinct from the others but all of them combining to make sure the whole was greater than just the sum of the parts.”
Mackendrick’s office at Cal Arts was adorned with nearly thirty framed aphorisms that ran the circumference of the room. They were rendered in a faux needlepoint style, and they said things such as:
1. A character who is intelligent and dramatically interesting THINKS AHEAD.
2. EXPOSITION can only be dramatic when it emerges in the context of DRAMATIC CONFLICT.
3. A FOIL CHARACTER is a figure invented to ask the questions to which your audience needs answers. (It may be more important to have the questions clearly asked than to provide an immediate answer.)
4. In movies what is SAID is less effective than what is SEEN HAPPENING.
5. The action of the ANTAGONIST(S) is often more important to the structure of the plot than the intentions of the PROTAGONIST.
6. Don’t expect audiences to register the names of characters mentioned in the dialogue but not shown on the screen.
There were no aphorisms about eyelines or blocking or camera placement. Sandy was a director who built his films from the script up. He believed a film’s value and style, its jazz and its meaning, all stemmed from the screenplay. And he knew, as most decent film-makers (but few outside the process) do, that a script is more than a libretto of zippy dialogue. It is what is seen happening in what order to whom, where.
To that end, I want to examine the front end of Sweet Smell through the introduction of J.J. Hunsecker (Burt Lancaster) at the Twenty-One Club. Of the selected aphorisms above, the first five are all clearly implemented in these sequences. Ernest Lehman’s exposition in Sweet Smell is artfully dispensed (given the bewildering world of the press agent); we are told only what we must know to survive the current scene.
From the moment Sidney Falco (Tony Curtis) is introduced, we see a man in crisis. The exact nature of this crisis is indistinct, but it clearly emanates from a columnist named J.J. Hunsecker. Even without understanding the exact nature of Sidney’s profession, we see in his artful maneuvers that he is clearly a man who thinks ahead (Rule #1). We (the audience) are continually catching up with him. We learn about this world as a) Sidney spars with frustrated clients, b) responds to the romantic whinings of his assistant, c) slinks his way toward Susan and Steve, maneuvering past Steve’s manager and a cigarette girl desperate for a favor – both characters to be used effectively later – and d) escorts Susan home, discovering her engagement. Each dollop of exposition religiously follows Rule #2. Every scene has a present purpose and conflict, as well as serving to dispense more and more backstory.

Sidney’s assistant is the first ‘foil character’ introduced (Rule #3) and asks him “Why is Mr Hunsecker trying to squeeze your livelihood away? What do you stand this kind of treatment for?” – this charged with the lingering feeling that Sidney has taken comfort in her ‘meaty arms’ in the past. He responds with a passion-charged monologue about getting “up there there everything’s balmy” and no one snaps their fingers and says, “Hey – kid – rack up the balls.”
However, the essential load of exposition (just what is a press agent? What does Sidney Falco do for a living, and why is he necessary?) is denied us. Without it, we (the audience) are living fully through Rule #4. We watch both the machiavellian and the ass-kissing behaviors of a press agent without much explanation or comment upon the rationale behind them. It makes the movie smart. Lehman and Odets make us work a little. Something we experience rarely these days. In fact, in this age of intensive audience previews where everything needs to be fully comprehensible at every moment (unless you are making a mystery), this kind of slow-spooned exposition is nearly impossible to get through the system.
And this is where a whole second tier of structural brilliance comes into play. Sandy chose to defy his own rule (#6). But to our benefit. For the first twenty minutes of the film, everyone is talking relentlessly about J.J. Hunsecker with nearly religious fear and respect. But he goes unseen.

Sweet Smell‘s build-up to the introduction of J.J. Hunsecker at the Twenty-One yields one of the great character introductions in the history of film. Lehman’ Odets and Mackendrick boldly chose to force us to deal with J. J. in every possible perceptual way before introducing him as a live human presence on-screen. Equipped (as he was) with an awareness that he was breaking one of his own cardinal rules, Sandy compensated for the gamble with a breathless pace. He knew Hunsecker was being played by one of the biggest stars of the day and the longer his arrival was delayed, the more it would build suspense and appreciation of J.J.’s supreme status in the world of the story.
1. In the very first image of the film we see J.J.’s name and face slathered on the side of the newspaper trucks leaving the warehouse.
2. In the first scene, we see J.J. Hunsecker’s likeness on the banner atop his column as Sidney reads it with disgust at a hot dog stand.
3. We then follow Sidney through a night’s work – all the time hearing J.J.’s name invoked with fear and/or reverence.
4. Sidney goes to the Twenty-One and asks ‘Is he here?’ A maitre d’ nods and we see a table in the dining-room with a man’s back to us (J.J.). Ever thinking ahead (Rule #1), Sidney measures his moves. He chooses not to plunge into the club and confront J.J. Instead, the brilliant indulgence of this tease is tested one more time as –
5. Sidney calls J.J. on a house phone. It is now, for the first time, that we hear the sinister voice of Hunsecker. “You’re dead son, get yourself buried.” Sidney now, with some hesitation, marches into the dining-room where –
6. Lancaster (J.J.) is finally unveiled. Sandy worked this first image of Hunsecker out very carefully with James Wong Howe (the cinematographer), who top lit Hunsecker in his horn rims so that his head resembled a skull. J.J. tells a waiter to have Sidney escorted out – until, that is, Sidney (thinking ahead once again) lets Hunsecker know that his sister is about to become engaged.

This is brilliant film-making. The movie up to this point has been dancing through a dark parade of major and minor characters. There is no one left to introduce. We have met everybody. Only J.J. remained veiled. And no one previously introduced failed to discuss J.J., the great unseen monster. Lehman claims this choice came from his subconscious, without planning. Many bold ideas come to a writer quietly and without fanfare – a feather falling in the night – but when they fly in the face of accepted practice, it requires real courage for the writer and the team that follows to maintain the bold choice and avoid backsliding.
This unique first act structure is not merely a stylistic device. The holding back of J.J. until all other story forces have been set in place (all of these plot lines reactive to his power), is what makes J.J. Hunsecker so impressive upon his introduction. It is not just Lancaster’s searing portrayal. It is not merely Howe’s cadaverous lighting. It is not simply the sparkling dialogue of Lehman/Odets, nor Sandy’s swinging dark camera and furious blocking. J.J.’s power comes from the film’s core architecture. The sum that is greater than the parts. Hunsecker’s introduction is the arrival of the missing link. Once we confront him, we retroactively understand everything that preceded this moment. And the movie structurally unites with its own setting and theme. We have not been merely told that the world of the press agent is a dark labyrinth, we have been shown it (Rule #4); we have felt, first-hand, the humiliating scramble for the access to power.
And who is at J.J.’s table? Not only a talent manager, Manny Davis (expected), and a pretty actress (expected) but a United States senator who is apparently trying to get his ‘Jersey’ mistress (the ‘actress’) a gig through J.J.’s influence. With such a table setting any confusion over the level of J.J.’s power (or ‘the system’) is quite literally demonstrated. What might be another movie’s authority figure (senator) is witnessed groveling before J.J.’s power to anoint. Says J.J., at the scene’s climax, “God willing, Senator, you might want to be President one day. Yet here you are, out in the open) where any hep Cat can see that this one (Manny) is toting around that one (actress) for you. Are we friends or what?”
Dialogue – no matter how clever or poetic – plays like this only when the architecture of the film supports it. The elements (narrative, performance, visual, verbal, musical) have to dance. The crafters of this film – Lehman, Odets and Mackendrick were not just smart) they were very smart and they gave the senator an additional purpose here. The senator asks Sidney to explain what it is he does for a living – what is a press agent? And so it is that we finally (Rule #3) get a foil to ask the question that we’ve been dying to understand. What exactly is Sidney doing? And instead of a merely verbal response we also get to see the relationship on the other side of the table, between a press agent (Sidney would now be called a publicist) and an influential columnist. Sidney sits to J.J.’s side, just a bit behind him. It is immediately understood. They may snipe at each other, but Sidney is an ally, a junior officer in “the war.”
There is a Shakespearean aura to this film. It is rare in modern movies to follow characters who are so irredeemable and ambitious. But as we see in Sandy’s Rule #5, antagonists drive a story. And this story’s particularly intense drive comes from the fact that our central characters are conniving, cunning, methodical, lying – in short, innately evil. Throughout the film, there is a tenuous dance between elaborate scene constructions and economical story-telling – we move from location to location, club to TV studio (an amazing scene of five-step manipulation) to club to office without confusion, just momentum. Notice the beautiful symmetry of the two cigarette girl and Herbie Temple scenes.
The spiral toward the climactic triple-cross is a beautiful narrative sculpture of bluffs, lies and counter lies with the seemingly innocent Susan proving to be every bit up to the twisted methods of her adversaries. According to Sandy, this final conflict in the penthouse was the source of several battles between the producers (including the star, Burt Lancaster) and the writer/director team. Odets rewrote it several times. Sandy shot it twice and recalled staging it in such a complex series of movements and linking shots that – should the producers seize the movie – would make it impossible for them to cut the footage any other way.

Like many innovative masterpieces, Sweet Smell of Success was unappreciated when it premiered. Sandy believed there were several reasons for this. “One, I suspect, was that many of the reviewers, particularly those from the Hearst papers, were outraged by what they felt – rightly – was a pretty savage attack on one branch of their profession, the press agents and gossip columnists, believing that the central figure was a libelous (portrayal) of a very famous journalist who was extremely powerful during the era of the blacklist. Another may have been because it offended the fans of Tony Curtis who had, up till that point, appeared only in quite sympathetic roles, the juvenile lead in light romantic comedies. Tony himself had accepted the role enthusiastically, but the movie-going public was clearly unprepared for the shock of seeing one of their favorite young leading men presented as a reptilian figure who, in the end, emerges as even more corrupt than his villainous associate played by Burt Lancaster. There were some commentators, indeed, who saw the whole subject as an attack of the ‘American Way of Life’ and the ‘success ethos.’”
I find Sandy’s point about Curtis particularly interesting as I had a similar experience on CopLand. Instead of his archetypal super hero role, Sylvester Stallone portrayed a more hesitant, damaged character. In previews, we experienced a ‘disconnect’ between Stallone and his core audience. We made some attempts to correct for it but it didn’t change the reality that the fan base of an iconic star can get frustrated if their hero takes a severe departure from type. When one Rambo fan in a focus group was asked how he would describe CopLand to his friends, he replied concisely, “I’d tell ‘em that Stallone’s a fat wimp.”
Beyond ‘the glamorous-stars-playing-flawed characters’ problem, there is yet another issue that certainly hurt Sweet Smell‘s box-office prospects. This is not a story about a dark hero changing his ways (redemption), this is a film about his undoing (tragedy). This is mitigated only by the triumph of a second tier love story. Some find the film depressing. However, when you mention Sweet Smell to many film-makers, it brings a profound grin. Despite Sidney’s tragic end, there is such structural genius and moment to moment wit and humor, not to mention the pleasure derived from watching Susan (the depressive waif) outmaneuvre Sidney and J.J., that Sweet Smell‘s proud swagger overwhelms the story’s dark outcome for Sidney. One could even mount a decent argument that Susan is, in fact, the movie’s true (but rarely seen) protagonist.
Barry Levinson made fond references to Sweet Smell in both Rain Man, where a clip from the film plays on a television in a hotel room Cruise and Hoffrnan are staying, and in Diner, where a supporting character continually spouts J.J. Hunsecker dialogue. Levinson told me he thought Sweet Smell might have been overlooked, both at its initial release and over time, partly because its setting and characters were so hard to sell to an audience. “I just happened to see it. I just walked in the theater. But I was absolutely knocked out by the movie. What got me was the dialogue. There was such a stylistic naturalism. It was amazing.”
Martin Scorsese told me he also remembered seeing Sweet Smell upon its initial release at the Astor in New York City in 1959. “The thing we loved about it was the toughness. It was such a tough film. The way it was written. It was vibrant, alive. The images of New York, the location work were all brilliant. And of course, the amazing performances. We loved Tony Curtis. It was a world of operators I knew very well – except of course I never knew anyone like J.J. Hunsecker.”
I mentioned Sweet Smell to Paul Thomas Anderson because I thought I had heard one of Chico Hamilton’s jazz pieces from Sweet Smell in Boogie Nights. He confirmed the ‘quote’ and also said that when he was in England a reporter asked him what he thought might be the greatest screenplay of all time. He thought a second and said, “You know, I think I’d pick Sweet Smell of Success.” The reporter was stunned, ‘That’s amazing, James Mangold was here last week and he said the same thing.’
Of course I did. While, in truth, one could point to a bias on my part (as my teacher made the film) – and it can get plain ridiculous, even nauseating, making ‘best of’ lists in any category – I can’t diminish the inspiration I have gotten from this film. Lehman crafted a truly original story, a great morality tale. Odets danced with some of the scene structures and dialogue till it sang. Elmer Bernstein’s score was swank, brassy, bold and moving. “No one would let you get away with a score like that today,” Bernstein told me. “To get that out in front – people would cringe.” James Wong Howe’s brooding, smoky, low-angle black and white photography was revolutionary, as was his low light location shooting of Manhattan. Burt Lancaster was maniacal and controlled. Tony Curtis leapt headlong against the currents of his ‘boy with the ice-cream face’ career and made arguably the greatest performance of his life.
This synergy, these bold choices and collaborations, all these musical strands coming together in one remarkable film must have something to do with the brilliance and leadership of the conductor. And because I knew Sandy, I know it did. And because I have worked in this business, I also know the answer to the next question. Why didn’t he make ten more films like this?
In truth, Sandy made a dazzling run of films in the UK at Ealing which culminated with his arrival in America to make Sweet Smell of Success. However, his emigration (not really an emigration as he was Boston-born) also marked the beginning of a difficult period.
I asked Elmer Bernstein about the environment on the set of Sweet Smell. “I wasn’t privy to everything, but the combination of people on that movie – Harold Hecht, Burt Lancaster, Cliff Odets who was crazy – good crazy, but crazy – it was a snake pit. There was a cultural distance between Burt and Sandy. It was like Sandy’s heart beat at a different rate. Burt was really scary. He was a dangerous guy. He had a short fuse. He was very physical. You thought you might get punched out. I mean, I was in the projection room once and I saw Burt chasing someone around. Sandy was a lovely man. It was a miracle that he finished that film. In fact, I think that film is what finished Sandy – as a film-maker.”

The same perfectionism and vision that can yield a brilliant film can also assist in the cooling of a career. One can become a ‘problem’ director. Particularly in the absence of Oscars or dollars. Sandy did not give up making movies after Sweet Smell, in fact he signed on to direct another Hill/Hecht/Lancaster project (The Devil’s Disciple). However, Bernstein was right, this was a turning point for Mackendrick. And the projects to follow were often troubled. Burt Lancaster fired Sandy from The Devil’s Disciple. He was taking too long. “Sandy told us not to worry, but after shooting a week we had only two days of film,” said Lancaster, “so we called him in and let him go. It’s ironic that his two days of the film are the best in the picture.”
Then, Edward G. Robinson had a stroke on A Boy Ten Feet Tall, forcing Sandy to shoot half the film with a dubbed photo double. Sandy prepared to shoot The Guns of Navarone (he performed uncredited rewrites and designed the film – his beautiful sketches of the great gun in the mountain were all over his office) but left the project a few weeks before production. A High Wind in Jamaica (with Anthony Quinn) was not a hit. And a stunt man tragically died on his final feature film, a comedy, Don’t Make Waves.

Upon these misfortunes, was an atmosphere of contraction and confusion in the film business (it was the mid-sixties and TV was making everyone scared and drying up production). Sandy directed some television – The Defenders. In declining health,he contracted emphysema. When offered the chance to run a film school, he jumped. I caught him twenty years later. Sweet Smell of Success is one of the great American films. Ask Martin Scorsese. Ask Paul Thomas Anderson. Ask Barry Levinson. Ask me. I have watched it a dozen times. I will surely see it again soon. It is a miracle of craft and passion and it was directed by my great teacher. I am supremely proud to have touched his genius and his heart.
James Mangold, 1998
From the published script of Sweet Smell of Success
© James Mangold/Faber and Faber
All rights reserved by the original copyright holders
Here and here for more on Mangold on the film. Here for details of Mangold’s contribution to the Criterion DVD of Sweet Smell of Success (a 20-minute interview with Mangold about his time with Mackendrick appears on the DVD). Extensive interviews with Mangold can also be found in Mackendrick on Film.

