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The Making of Close Encounters of The Third Kind

The Making of Close Encounters of The Third Kind

The producers of CLOSE ENCOUNTERS OF THE THIRD KIND almost hot the roof when they saw the budget – the effects bill alone was $3 million! Who the hell does this director think he is? Steven Spielberg?

In 1964, 17-year-old Steven Spielberg directed his first film. Titled Firelight, it was inspired by the science-fiction novels of Ray Bradbury and Arthur C Clarke and the work of stop-motion effects genius Ray Harryhausen in his 1956 film Earth Verus The Flying Saucers. An ambitious little picture about extraterrestrial life, it cost just over $600.

Some 13 years later, with two features under his belt, Spielberg wanted his next movie to be the one he would have made in 1964 if he’d had more than just his paper-round money to play with.

This time Spielberg was working with a budget of $20 million, reflecting his enhanced status after Jaws, which had cost $12m to make and took $260m in the US alone. But this picture was to be more than a. simple remake of a cherished early work.

The first of the modern generation of effect-orientated blockbusters, Close Encounters of The Third Kind cost more than mere money. The film’s original screenwriter Paul Schrader quit the project when it became apparent that his vision was at odds with Spielberg’s.

Spielberg also experienced problems in his friendship with acclaimed New Wave director Francois Truffaut – who played one of the key characters in the film – and producer Julia Phillips, who developed a cocaine habit that later made her life a living hell.

A spiralling budget, anxious execs and several serious accidents, including the near-death of a stunt driver, only exacerbated on-set tension.

Following Star Wars, released the same year, Close Encounters of the Third Kind helped transform the way major American studios made movies, raising box-office expectations even higher and paving the way for mega-budget blockbusters. 

Steven Spielberg: (Director of Close Encounters)

Close Encounters was the remake of a film I wrote and directed when I was 17 – Firelight.

Rick Cook: (Childhood Friend of Spielberg)

Firelight was a colossal undertaking. Steven wrote a professional-looking script; he had to be the production manager, scare up props, convince actors to be in it and juggle everything. He knew how to get things out of people.

Clark ‘lucky’ Lohr: (Star of Spielberg’s FIRELIGHT)

Firelight was a cold war movie. Critics talk about it being his first version of Close Encounters – a sky movie about sky gods.

Paul Schrader: (Uncredited Screenwriter)

Close Encounters came out of that group that spent their weekends at the Phillipses’ beach house. Steven had told Michael and Julia that he wanted to do something about flying saucers, so they put us together.

I find writing the most challenging thing I’ve ever done – much more complicated than directing, as it requires a lot of concentration. Essentially I’m not a writer, and I don’t enjoy writing. I need fresh ideas coming to me.

Paul Schrader:

I wrote the first draft. My script centred on a guy named Paul Van Owen, whose job for the government is to ridicule and debunk flying saucers. But one day, like St. Paul, he has his road to Damascus moment; he has an encounter. Then he goes to the government; he’s going to blow the lid off the whole thing. Instead, they offer him unlimited funds to pursue contact clandestinely, so he spends 15 years going that. Eventually, he discovers that the key to making contact isn’t out there but implanted inside him.

Steven Spielberg:

Schrader’s was one of the most embarrassing screenplays ever turned into a major studio or director. It was fortunate that Paul went so far away on his own tangent, a terrible guilt-ridden story not about UFOs at all.

Paul Schrader:

It came down to this. I said, “I refuse to send off to another world, as the first example of Earth’s intelligence, a man who wants to go and set up a McDonald’s franchise.” And Steven said, “That’s exactly the guy I want to send.”

Michael Phillips: (Producer)

Paul’s was a more serious quest, a religious transformation of a doubter into a believer. It sounded like a good idea. It just wasn’t a Steven Spielberg film; it wasn’t a joyous rollercoaster.

I wrote Close Encounters for a 45-year-old, but Dreyfuss (who was 30 at the time) talked me into casting him as Roy Neary. He heard me talking about Close Encounters all through Jaws – he had to listen to about 155 days’ worth of Close Encounters. He contributed ideas. He finally said, “Look, turkey, cast me in this thing!”

Richard Dreyfuss:

Steven said, “I don’t want to make a film. I want to make a movie.”

John Veitch: (Columbia Pictures Production Executive)

If we’d known that the picture would have cost over $19 million, we wouldn’t have made it because we didn’t have the money!

Michael Phillips:

David Begelman (Columbia Studio Chief) asked Steven, “Who much will this cost?’ Steven said, “$2.7 million.” Julia and I looked at him and thought, How could he have the audacity to come out with that figure? As soon as we got out the door, we said, “What were you doing?” He said, “I just had an instinct that that was as high a number as I could mention.”

Douglas Trumbull: (Special Effects Designer)

There was a lot of avoiding facing the realities of what the movie would cost. Everybody was trying to make himself believe it would be a less expensive film than it ultimately was. It took on a bigger and bigger scope at every turn. At first, nobody knew what it had to look like or how to finally achieve the goal.

Vilmos Zsigmond: (Cinematographer)

Steven became involved in a terrible battle with the studio. He wasn’t used to it.

Douglas Trumbull:

If I were Steven, I would have been terrified! We estimated the effects at a fairly early stage for Close Encounters to be about $3m. That news never got to upper management until later. I have no idea what they said to the upper management, but it was too scary a number. Nobody had ever heard of a number like that for special effects!

Vilmos Zsigmond:

There was a lot of pressure from the studio. Nobody could ever conceive just how much light we needed to have for the shots. I never gave in to the pressure to use less light. Doug Trumbull kept saying, “Vilmos is right, we need a lot of lights.”

Julia Philips (Producer on Close Encounters):

Even now, I can still see the night shots being set up… lights everywhere!

Vilmos Zsigmond:

It would have been the easy solution to tell the studio to fire me. There was tension for a few days. The studio called four or five other cinematographers. Most were friends of mine, and they all came back to me. When I told them our problem, they all said, “If you can’t do it, nobody can!”

Julia Phillips:

I did everything I could to let the world know how Zsigmond sandbagged us.

Jean Weber Brill: (Childhood Friend of Spielbergs)

There were scenes in Close Encounters that were almost exact copies from Firelight – the lights appearing on the highway and the scene when the boy looks out the door at the bright light.

I love ‘God light’ – that beautiful but awful light, just like fire coming through the sky. And the boy’s very small, and it’s a very large door, and there’s a lot of promise – or danger – outside that door.

Joe Alves: (Production Designer)

John Veitch told me, “Steven wants you to find a mountain.”

Brian De Palma:

I said, “Find the most unique mountain. You don’t want Neary thinking it’s ten mountains in ten parts of the country.”

Joe Alves:

We were looking for an unusual bit of topography that took some 2,700 miles of driving. We went through several national parks.

Steven Spielberg:

It just so happened that as I went through books looking for locations, the only one that came near to matching my vision was Devil’s Tower, Wyoming. It was one of those fateful twists that made me very happy.

Joe Alves:

Devil’s Tower is a most unusual granite monolith. It rises out of the earth with walls composed of fluted shafts with tremendous crumbled boulders around the base. What a marvellous meeting place for UFOs.

John Veitch: (Columbia Pictures Production Executive)

One time, the boy (Cary Guffey) was tired, and we were filming at night. He said to his mother, “I want to go to sleep.” Steven and all of us said to him, “We’ll give you any kind of toy, anything you want.” He said, “I don’t want anything, I want to go home, mom.” And he did. We lost about $100,000 because that was the big set with all the extras and the mothership and Devil’s Tower.

Francois Truffaut: (Played Claude Lacombe)

Steven attracted me. I knew his work. I had confidence in him. When he called me in France and said he’d written the role, especially for me, I didn’t think he was serious. I assumed he thought I spoke English.

Julia Phillips:

Of all the assholes I know, Truffaut wins the Top Asshole award, hands down.

Steven Spielberg:

Directing a movie with Truffaut on the set is like having Renoir around when you’re painting by numbers.

Julia Phillips:

I never believed his English was as bad as he pretended, just like I didn’t think he was hard of hearing in his left ear. I was proud and happy when he committed to the role of Lacombe. It was a coup, no doubt about it, and a score at $75,000 and no points. That should have been a clue as to how he felt about the project. He saw a role on our picture as research for a book he was doing on acting and actors.

Steven Spielberg:

At the very beginning, I said to Francois, “I apologise in advance for the behaviour I’m going to demonstrate, but you’re Francois Truffaut and that blows my mind. It was one thing thinking about you for that part, but it’s another to actually meet you.”

Francois Truffaut:

Like Greta Garbo, I can only say that I had the feeling of being left waiting.

Bob Balaban: (Played David Laughlin)

Truffaut wrote one-and-a-half films on the set of Close Encounters. Columbia even gave him an office; he used to sit there, typing away.

Julia Phillips:

We gave Truffaut Sally Dennison to translate for him; He was also given a suite at the Bel Air Hotel, a car and driver at his disposal and any other amenities we could provide. But he was an arrogant, famous French director, and I couldn’t help but feel that he was fucking with us all the time.

Francois Truffaut:

Jeanne Moreau once told me, “On every picture, you must love everybody except one, who becomes the scapegoat.” I followed Jeanne’s advice. I made Julia Phillips my scapegoat.

Melinda Dillion: (Played Jillian Guiler in Close Encounters)

Steven was forever screwing up schedules like a whirlwind. He worked all night, catching a few hours sleep when he could. He had his Winnebago set up to screen films and always ran 2001. And when he got tired of that, he would run cartoons.

Vilmos Zsigmond:

During Close Encounters, Steven used to see one or two movies every night. Every night he watched movies and got more ideas. one day, he complained to the crew, “Gotta shoot faster.” Earl Gilbert, an old experienced gaffer, said, “Steven if you would stop watching those fucking movies every night, we would be on schedule!”

Joe Alves:

There were a few minor accidents on the film and one really serious one, a car crash that nearly killed one of the stuntmen.

Julia Phillips:

A cop car had to go through a fence and drop 30ft into a clearing. Craig Baxley did the drive. He drove too fast. I could tell by the lack of inactivity from Craig’s car that something was amiss. It wasn’t immediately clear that his heel was crushed in 40 places because the paramedic and the other guys seemed more concerned with his head. They eased the helmet off, and we were relieved to see that there was no blood. He kept asking me if we got the shot and if Steven was pleased!

Michael Phillips: (Producer)

Steven influenced every aspect of Close Encounters of The Third Kind, not just the script and the direction. The effects, the lighting, the signature music – he was everywhere.

Steven Spielberg:

Music plays the same role in Close Encounters as it played in Jaws. It supplants the story with a different point of view. It takes the experience and heightens it.

John Williams:

Steven’s perception was always five notes, though I believed it should have been seven. Steven kept saying no, he felt it should be five. “More of a signal than a melody,” he said.

Michael Phillips:

I think that my biggest contribution was to convince Steven that the aliens would be friendly. He wasn’t sure that you could have a climax of the meeting of these two species based on the sense of wonder alone. I remember saying, “If they were his advanced, they wouldn’t come to squash us. Would we? If we found lower life on Mars, would we enslave it?” He got into it and went beyond it and came up with the cornucopia at the end.

The first thing I did was go in search of the perfect ET. I had the strange idea that they shouldn’t be people in costumes. So I had this chimpanzee bought to set. We put him in an ET suit and put roller skates on him because I wanted him to glide down the ramp. You can imagine the test: a chimpanzee with a rubber latex head, a ballerina costume, and large roller skates. At one point, the chimp pulled the head off and threw it at one of the crew. That was his way of saying, “Find another way.”

Tom Burman: (Costume Designer)

He thought my designs for the aliens looked too scary, and he wanted something softer and more gentle-looking.

Vilmos Zsigmond:

Unfortunately, the aliens didn’t look real. Steven told me, “The only way we can do this is to overexpose them, so we can hardly see them.” I overexposed two-and-a-half stops, but the lab screwed up the dailies and printed the whole scene with nothing in it. Julia Phillips came down, panicking: “Vilmos, you ruined it. We have to shoot again.” I said, “Tell the lab to print it eight points darker.” The next day, the dailies came back and it was just perfect. Steven said, “Thank you.”

Melinda Dillon:

There was no way to work with the effects. For weeks we were just sitting around doing nothing, pretending to look at the landing site on the mountain and the sky.

Douglas Trumbull:

The key to the UFO design was our intent to create a soft, glowing, blurred look. The mothership was a collaborative effort. Steven wanted a look something like an oil refinery at night, and I liked the idea of a city of lights, so we combined those elements.

Steven Spielberg:

The best special effects are those that go completely unnoticed. If the audience stands up, points to the screen and says, “What a special effect!” – you’ve failed. Many of our effects were actually just an attempt to recreate nature.

Douglas Trumbull:

One of our more complex tasks was creating clouds. I had an idea that realistic miniature clouds could be created in a liquid environment. Scott Squires (the visual effects camera assistant) put together some fish tanks and numerous chemicals and spent days trying to find the right combination to inject into the water to form believable clouds. Scott finally came up with a special formula of white poster paints whipped up in a blender.

Richard Dreyfuss:

On the last day of shooting, I told Steven, “This has been the most horrible experience of my life, and thank you very much.”

Michael Phillips:

We had six wrap parties on Close Encounters. We popped champagne corks six times. Each time we thought we were finished, Steven would come up with another great idea that warranted going out and picking up something else. Steven always comes up with great ideas that make the movie better, though.

Joe Alves:

It was only after shooting that Julia Phillips was asked to leave the production.

Julia Phillips:

Cocaine had never been a problem for me before Close Encounters. It was only after I started working for Steven. He was such a perfectionist.

John Veitch:

When they were flying home from the India shoot, Steven and Julia got into a row because she was carrying cocaine in her purse. In the end, Steven took her to the bathroom and stood over her until she’d flushed it all away.

Julia Phillips:

The seductive thing about free-base is that I have the illusion that I’m doing substantially less cocaine than if I took it.

Michael Phillips:

There was no conspiracy to do her in. She was out of it. She was in the way of the picture getting done. Her authority was removed. Her perceptions weren’t accurate. It was a serious chapter of substance abuse that made her not capable of functioning the way she normally does.

Julia Phillips:

I was betrayed by the partners who mattered. Michael, Steven, David Begelman.

Steven Spielberg:

Close Encounters of The Third King couldn’t have been made without Julia Phillips.

Paul Schrader:

At Steven’s request, I withdrew from credit arbitration, which is something I’ve come to regret because I had points tied to the writing credit. So I gave up maybe a couple of million dollars.

Michael Phillips:

Close Encounters of The Third Kind is a great Steven Spielberg movie, Period.

Paul Schrader:

About the only thing of mine that was left in was the idea of the archetypal site – the mountain that’s planted in Neary’s mind – and some of the ending. The idea of the flying saucers as a religious experience is not in Steven’s nature. It is in my nature.

Steven Spielberg:

It surprises me that Schrader would slink after someone else’s success by vividly inflating his imagined contributions.

Michael Phillips;

From day one, the government seemed unhappy about the movie. We were refused any help by the army, the airforce, and even NASA. Those guys are usually happy to help filmmakers.

Steven Spielberg:

I found my faith when I heard the government was opposed to the film. When NASA took the time to write me a 20-page letter, I knew there must be something happening.

Michael Phillips:

Star Wars was our rival. Steven was upset that it was coming out before us.

Peter McClintick: (American Critic and Writer)

When they saw the rough cut, (Columbia Vice President) Bob Cort leapt in the air, whooping and giggling and pounding Spielberg and Trumbull like baseball players.

Michael Phillips:

Steven was unhappy with certain aspects of the film. So the studio gave him a chance to fix it (by releasing a ‘Special Edition’ directors cut). Steven couldn’t believe his luck.

Steven Spielberg:

I never wanted to show the inside of the mothership, but that’s how I got the money to fix the movie. I’m happy that a film company agreed to such an unorthodox plan. But there’ll be two versions of Close Encounters showing for the next 100 years, as far as I’m concerned.

Richard Dreyfuss:

I didn’t like my work in Close Encounters. And it took me a long time to reconstruct that feeling in me of why I made it. I did it because I knew they’d show it in the Museum of Modern Art in the year 2030, that it would be potentially the most important film ever made, and I wanted desperately to be a part of that experience.

Francois Truffaut:

I believe the success of Close Encounters comes from Steven’s very special gift for giving plausibility to the extraordinary.

Richard Dreyfuss:

In Jaws, the shark was the star of the film. In close Encounters, the film is the star of the film.

Steven Spielberg:

I’ve never been through psychoanalysis. I solve problems with the pictures I make.

Swirly Line Break

Sourced from:
The films of Steven Spielberg by Douglas Brode (Citadel); Steven Spielberg by Joseph McBride (Faber); Steven Spielberg; The Unofficial Biography by John Baxter (Harper Collins); Schrader on Schrader & Other Writings edited by Kevin Jackson (Faber); You’ll Never Eat Lunch in This Town Again by Julia Phillips (Mandarin); American Cinematographer.

The one-sheet poster of Close Encounters of The Third Kind
The Little boy in Close Encounters
Richard Dreyfuss looking up at the UFO in Close Encounters of the Third Kind
Richard Dreyfuss in close ENcounters
The UFO landing at the end of Close Encounters
Steven Spielberg directing on the set of Close ENcounters
Melinda Dillon in Close ENcounters
All the little aliens in Close Encounters
Spielberg shooting a scene handheld
The final scene in Close Encounters of the Third Kind
François Truffaut in Close Encounters
The UFO hovering over the mountain in Close Encounters
Neary making his mountain model
The little aliens in Close Encounters
Spielberg on the set
Spielberg giving direction to Cary Guffey
Close Encounters movie poster
Close Encounters movie poster for 40th Anniversary release
Close Encounters movie poster for 40th Anniversary release
Foreign language poster for Close Encounters
The Aliens from the end scene
The original movie poster for Close Encounters