In September 1990, the American cinema changed forever when Martin Scorsese’s Goodfellas exploded onto the country’s multiplex screens. I’ve written elsewhere about that film’s influence and impact, which was so massive that its unfortunate side effect was to eclipse several other excellent mob films that were released at the same time. Indeed, the period was a remarkable one for terrific gangster movies – Miller’s Crossing, King of New York, Men of Respect, and The Godfather, Part III all premiered in the fall of 1990. To varying degrees time has been kind to all of these films, but none has aged as well as Phil Joanou’s Irish-American crime epic State of Grace, which was released the same week as Goodfellas and suffered commercially (though not critically) as a result. Filled with top-notch performances from Sean Penn, Gary Oldman, Ed Harris, Robin Wright and others, it’s an ensemble character study with both scale and depth, the kind of high-end movie for adults that seems rarer and rarer these days – making Joanou’s achievement all the more valuable.

After years of relative obscurity due to its commercial failure and the demise of financier Orion Pictures, State of Grace steadily acquired an audience on cable television, and now it’s available as an exquisite limited edition Blu-ray from Twilight Time. At the same time, Joanou recently set up a comprehensive website, http://www.philjoanoudirector.com/, on which his fans can view a treasure trove of material including short films, television episodes, and more. On the eve of State of Grace’s 25th anniversary, I sat down with Joanou for a freewheeling conversation that began with that picture but went on to cover several other films in his oeuvre, including the upcoming Blumhouse release The Veil.

Filmmaker: One of the things I really like about State of Grace is the almost perfect blend of visual precision and dramatic spontaneity. On the one hand, the shots seem very precisely designed, yet the actors are always given free reign to explore and improvise. How much pre-planning do you do when it comes to your visual style?

Joanou: For me to have a visual point of view, it has to be worked out ahead of time because you shoot totally out of order. If you’re shooting page 100 on day three, who’s to say what’s going to come before that in the movie if you’re making it up as you go? On every movie I’ve ever made, I shot list every single shot before I get to the set. I have this document, often 75 or 80 pages long, of every shot in cutting order. It takes me a few weeks, and I don’t do it on and off. I do it day after day after day after day until I’m done. That way, I basically go to sleep and wake up with the movie in my head, because I’m trying to be very cognizant of what I like to call the symphony. Like symphonies, films all have rhythm: they have low points, and they have builds, and they have crescendos, and they come back down. Every shot you do contributes to that rhythm, whether it’s going to be a long take or a bunch of quick cuts, whether it’s going to be slow motion, whether it’s going to be tight or wide. Those all affect the visual and emotional impact of the movie on the viewer.

So now I have this document, which I rearrange again once the schedule is done. I cut and paste all the shots, not based on story, but schedule, because what you can get done in a day has more to do with the amount of shots you’re doing than with page count. Each shot takes time. So I look at the schedule and the shot list, and we redo the schedule based on shots. If there are a bunch of crane shots, we schedule those all at the same time so we don’t have to build the crane, take it down, build the crane, take it down. That allows you more time for acting and creativity, because you’re not sitting there watching guys put up scaffolding all day. I want to give the actors the most amount of time to do their thing, because if what’s in front of the camera isn’t working, everyone behind the camera and every dollar we’re spending is worthless. To me, the whole reason to go to the set every day is to get the actors to do their thing, and to give them the room to do that, and to really let them explore the characters.

We got to rehearse for a week on State of Grace, and I took the actors to the locations – I didn’t rehearse in some empty room. I took them to the church, I took them to the bar, I took them out to the river. We went around in a van, and we actually staged and rehearsed on location, because that way they go home and think about the scene where we’re really going to do it, as opposed to walking through in the morning going, “Oh, this is the church. OK. Where would I be in here?” Orion paid for a week of rehearsal for the entire cast, which is one of many things they did that was incredible. They let me have the best actors, the best production designer, the best cinematographer —

Filmmaker: And you got Ennio Morricone to compose the score.

Joanou: Originally, U2 was going to score the movie. I took it Dublin and showed it to them in 1989, and they liked it. They were in the middle of doing Achtung Baby, and that went from a six month project to a year long project, and eventually Bono called me and said, “You know what? Our album is just going on and on and on, and we’re not going to be done in time to devote time and energy to your film.” I was sitting around thinking, “Who am I going to get to replace U2?” The producer, Ron Rotholz, said, “What about Ennio Morricone?” I said, “Oh, forget it. There’s no way Orion’s going to let us go to Rome and get Ennio Morricone. He’s one of the most expensive guys there is.” He had just done The Untouchables and Casualties of War. He was still in his prime.

Filmmaker: And not long after your film he did In the Line of Fire and Love Affair, which are great scores.

Joanou: And Bugsy. Which, if you listen to that score and the score for U-Turn, you’ll hear State of Grace’s theme – it popped back up in those movies. Which is great as far as I’m concerned – it’s his music. He wrote it. If he wants to echo back on his own work, it isn’t like he’s stealing from anybody. It’s his. Anyway, I went to Orion and said, “Hey, listen, we lost U2. What about Ennio Morricone?” They said, “Fantastic. Go see if you can get him.” So my editor Claire Simpson and I go to London with the film, and we’re carrying it in this big film can. We both look really young and small. We arrive at Ennio’s screening room in Rome, and Ennio is waiting for us in the lobby. He always talks through an interpreter, so we carry the film cans in and the interpreter says, “Mr. Morricone says you two may take the film upstairs to the projection room while he waits for the director.” I said, “I am the director, and this is the editor,” and I could just see the guy roll his eyes like, “What have I gotten myself into? Nobody told me it was this punk kid.” He hated the temp music, which was chosen when I thought U2 was doing the score, but eventually he came around and we had a great working relationship. It was really fun. He’d sit at his piano and we’d run through themes. It was really exciting for me, because this is the guy who did The Good, the Bad, and the Ugly, you know?

There were a lot of crazy things on that movie. Robin and Sean falling for each other, fighting like cats and dogs, falling for each other, fighting like cats and dogs, falling for each other … and Gary Oldman was dating Uma Thurman, so she would come around. They got married right after the movie. I remember Ed Harris scaring John C. Reilly when he rehearsed the scene where he slits John’s throat. Ed kept pulling out real knives on the other side of the camera and lunging toward John and John was like “He’s got a real knife! He’s got a real knife!” I said, “Ed, use the rubber knife. What are you doing?” Then he had a meat cleaver. I don’t know where he got it. He had a big meat cleaver and lunged at John C. Reilly with it. When it came time to really attack him with the rubber knife, let’s just say John was unnerved by what was coming at him. I was too.

Filmmaker: With a great ensemble like that, I would imagine everyone has their own method and their own way of working. Have you ever run into a situation where you get some actors who may be great on the first take and then they wind down, and then some who build to being great on take six, and somebody else who’s in between? How do you deal with that?

Joanou: Gary comes out of the box hot and ready to explode, and those first three takes are just gold. Sean? More of a slow burn. He would warm up, and I’d say in general that by take six, seven, eight, nine, he’s in the zone. Well, Gary’s done by that point. And I have a lot of wide shots that they’re in together, so that did cause tension. Sean needed the takes to get there, and rehearsing without rolling the camera was not the same thing. Rehearsing eight times is not going to get you to his first take. It had to be a full-blown “here we go” situation.  So I said to Gary, “Here’s what I want you to do. I want you to stay in first gear. Just walk through it. It’s going to be easier for you to keep it in, keep it in, and let it cause frustration with your character, and as Sean’s getting there, when I give you the signal, let her rip.” That was kind of what we developed, and Gary went with it. I had a great relationship with him – later he was in Final Analysis but I cut him out. He was so good he tipped the whole movie. People just wanted to see a movie about him. They’re like “Why can’t we see a movie about that guy in an insane asylum that Richard Gere treated?”

Filmmaker: On State of Grace you’ve got so many actors who are so intense, and they’re all playing guys who are out of control —

Joanou: And we were all living in New York. Everyone was there the whole shoot. No one flew in and out. Summer. The heat, the sweat. Let’s just say, on their off hours they were still living the roles. I’d stage these fights, call action and all hell would break loose. They’d start punching each other and tackling each other, full-blown. That scene where Sean Penn’s out on the docks and smashes that guy’s head into the car? Broke the guy’s nose. Guy was pissed too, and I don’t blame him. Once they got revved up, chairs would smash, tables…even in rehearsals, I would tell the prop guys, “Anything that’s one of a kind in this scene, if we don’t have another one on the truck, take it out now.” I think the New York crew thought it was out of control, but I said, “No, I know what shots I want. I know what we’re here to get.” The key players, the grips, the gaffer, they all enjoyed it, but some other crew members who were not necessarily paying attention to what was happening and were just seeing the explosions were like “What is going on here?” They thought it was crazily out of control. No. I’m allowing that energy to infuse the scenes until we get what we need. What do I care if they smash the chair? So what?

Filmmaker: And the studio was on board with that approach?

Joanou: Working with Orion…it was a one-of-a-kind experience. And I didn’t realize that until my next movie, which was Final Analysis for Warner Brothers. The politics of making a movie in the Hollywood studio system, versus the New York-based Orion, were very, very different. And Final Analysis was a star-driven movie with Richard Gere as a producer coming off of Pretty Woman, so I was also managing that in a way I didn’t have to on State of Grace. I wanted Final Analysis to be more like a De Palma movie, a kinky thriller like Sisters or something, but Gere wanted the guy he was playing to be an ethical psychiatrist. I said, “But Richard, you’re sleeping with the sister of your patient and the other patient has a crush on you. You’re totally fucking with her head. By the nature of the story, he’s never going to be ethical – he’s a schmuck. Why don’t we go all the way?” He wasn’t having it. He said, “Well, he just makes a bad decision.” And I said, “Well, kind of a really bad decision that gets you kicked out of your industry. It gets you kicked out of psychiatry for doing what you did. They revoke your license.”

Up until Final Analysis I had lived a privileged existence. My first film, Three O’Clock High, was produced through Amblin and I had Steven Spielberg protecting me. Then I did U2: Rattle and Hum, and the band was financing it – later they sold it to Paramount, but I was supported and got to make the movie I wanted to make. Same thing on State of Grace. Then I go on to Final Analysis, and I was supported but it was much more political in terms of appeasing all the big power players. I had big producers and big stars, and there was a lot of fiddling with the script and a lot of fiddling with casting. I wasn’t allowed to just make decisions – every decision I made was scrutinized, and I wasn’t used to that. It really threw me off. A lot of my time and energy was put into being careful instead of filmmaking, and that disturbed me.

Filmmaker: Then you did Heaven’s Prisoners with Alec Baldwin—

Joanou: The worst nightmare. I did it for this company Savoy [Pictures] that went bankrupt. You have never, ever seen a train wreck like that company. I mean off the charts insane. What they were doing was green-lighting these movies for a certain amount of money and then making big announcements about it, because they were a publicly traded company. I think the idea was to run the stock up, eventually delist it, sell, and then who cares about the movies? To this day, I think they were about a PR splash, because they went IPO so early. They were publicly traded one of the gate, but they had nothing. They had no library. Why would you even put your money in it? They ran the stock up, and I don’t know who dumped or didn’t. All I know is once you were in there, they would say things like, “Go make a twenty-million dollar movie, but we’re only going to give you three.” I was literally saying things like, “Wait, there are contracts.” But I found out that even though you sign a contract and there’s a budget on that, they’re not obligated to really give you that money.

Alec and I weren’t done with the movie when Savoy went under and sold their catalog to New Line. They told us, “It’s over. Wherever you’re at now in the movie, finish to deliver.” Essentially, mix it in a couple of weeks, print it, done. If they had warned us that the company was going down, we could have pulled all-nighters for a couple of weeks and made the movie better, but they didn’t have the heart to let us know. I found out from the trades. Alec and I met with New Line and said we could finish the movie right with $100,000 and a month more of work. They didn’t care, they just bought the catalog for home video. The funny thing is, at one point we actually had a better cut of it, and then we were scrutinized, scrutinized, scrutinized, and did testing and all that. I began to try to fight off the scrutiny, and the cut got away from me a little bit when I was trying to fix the criticism. Really, the criticism was silly criticism that I should have ignored, but again, you get so into the battle…and it broke my heart because that movie had so much promise. I had to go to DGA arbitration against Savoy during the editing process because they tried to fire my editor. I had Bill Steinkamp, a huge, Oscar-nominated —

Filmmaker: Sydney Pollack’s editor, right?

Joanou: Exactly, correct. They fired him and gave me a guy whose only experience was doing cut-downs of movies for TV. I said, “You can’t do that. I get to have my ten-week cut under the DGA rules. After that you can dump us all if you want.” They said, “We don’t give a shit about the DGA agreement.” I went to my lawyers, we went to the DGA and they said that’s a breach of the agreement. It lasted all about an hour. I got to do my cut, they liked it, and for a brief moment I had hope. Then they just reverted back to the old behavior.

Filmmaker: It’s too bad, because the Dave Robicheaux character is such a great one. You and Alec could have done a whole series.

Joanou: But I fucked it up, because I was not mature enough either as a person or a filmmaker to understand that I just needed to block all the irrelevant noise out, and just be like “Uh-huh, great, whatever you say” and just do my thing. I should have ignored it, but I got caught up in it. I got caught up in the phone calls, and the e-mails, and the faxes, and every day battling over equipment and the amount of film they’d give me and the locations. They would just take days away for no reason. At one point I needed some extra time to shoot the shot where Alec sees the rings that reveal the mystery of the movie of who’s the murderer in the story. The producer said, “No, you don’t need that.” So I cut the movie together, and of course of the higher-ups said, “Where the hell’s the shot?” And I said, “Well, wasn’t allowed to do it.” Around the time of the first preview I was doing a Tom Petty video, so I got a counter and the rings and used the video guy’s hands for Alec Baldwin’s fingers because they matched. I shot it on the set of a Tom Petty video and that’s how I got that shot in the movie. That’s how absurd it was. The clue that tells the story, they wouldn’t let me shoot. No interest in the story we’re trying to tell. I got so angry, so overwhelmed, and so combative that it affected the symphonic rhythm of the movie. If you watch the movie, it’s out of rhythm. The movie runs nicely, then slows too much, takes too long to get to this, and over-talks about this…it’s fits and starts, that movie. I needed to smooth it out and I didn’t get to, but I could have done a lot, lot better when I shot it. I was fighting so much that I lost track of my shot list, if you will.

Filmmaker: How did you get into business with those guys in the first place?

Joanou: I got to know Alec through Kim Basinger – I had a great relationship with her on Final Analysis. Alec brought me Heaven’s Prisoners, and at that point Savoy had only released A Bronx Tale – by the way, not a bad movie, right?

Filmmaker: Oh, it’s a really good movie.

Joanou: Really good movie, exactly, and I was like, “Shit, they made a good movie, and it was dramatic, and it was about characters. They let De Niro do what he wanted.” I actually did a music video for that movie with these kids that were in the film, and De Niro was raving about the experience to me. I had one meeting, they green lit the movie, and I thought, “Here we go. This is going to be like my State of Grace experience.” I couldn’t have been more wrong. I wish there was a stronger way to say it than diametrically opposed. It really took the wind out of my sails, career-wise. I considered quitting directing, until I realized it was the only thing I knew how to do and the only thing I could make a living at.

Filmmaker: Didn’t Alec Baldwin even direct a movie for Savoy that never got released?

Joanou: I don’t know if it was Savoy, but yeah, he directed a version of The Devil and Daniel Webster. I don’t know what studio it was for, but it was basically a financier bail-out thing. They didn’t give him the money to finish it. Of course, now the technology’s in a place where he probably could finish it. I can finish a movie in my house. I’m making this movie right now for Universal and Blumhouse, The Veil with Jessica Alba and Thomas Jane, and I’ve literally done reshoots on my Canon 5D and put them in the movie. No one can tell – I put an anamorphic lens on my 5D for quick inserts and stuff. Not whole scenes, but shots. I’ve done over 200 effects shots myself in After Effects. I taught myself via YouTube. Back in the day, I’d have needed ILM or whoever, but today I can finish pretty complex digital effects shots on my Mac.

Filmmaker: Did you do that because of the budget, or because you like the control, or…

Joanou: Both. We made the movie for four million dollars in twenty-five days. The way Blum’s business model works is that everyone works for scale – me, the actors, everyone – and some of the above the line people get a little bit of backend if it makes some money. You don’t get a cent beyond that four million, but there’s no interference. None. The deal with Universal is that they’ll decide what kind of release you get when it’s all done, and unfortunately it costs a minimum of $25 million to market a movie theatrically. So as soon as you decide something’s going theatrical as opposed to just VOD it goes from being a $4 million risk to, rounding up, a $30 million risk. Since you only get half that money, the movie has to gross a minimum of $60 million to break even. So they start thinking, “At four million we’re guaranteed a profit, why would we risk it?” I don’t know what’s going to happen with ours, but I don’t really care. I’m over whether you get 3,000 screens or Netflix, I’m just happy I got to make the movie I wanted to make.

Filmmaker: Is it tough going back to a smaller budget after doing some of those big studio movies?

Joanou: Four million dollars to tell a story is a nice chunk of change. Tell a film student, “Well, I can only give you four million for your first film.” He’ll be like, “Um, I’ll take it.” Fast. So anyone complaining that there’s not enough money in it, tell that to some kid who’s dying to direct – he’ll jump as high as he can to get that shot. You’ve got to keep it in perspective. It’s a huge, huge deal to get to make a movie on any level. Every promise Blumhouse has made to me they’ve upheld, and I’ve had a great experience and have been really surprised by how well it has come out. You have to understand, Three O’Clock High was five million in 1986, so this is the cheapest movie I’ve done. Actually, I did Entropy for three million, so that one was really tight, but that was just crazy. That’s on my site now if you want to see it.

Filmmaker: Yeah, I’ve never seen that one.

Joanou: It’s on Netflix too, but…okay, how bad is this? This guy Elie Samaha financed it., and he sold the video rights before I could sell the theatrical. No one wants theatrical without DVD and VOD. I said, “Elie! How can I sell it to a studio?” “Phil, I don’t know what to tell you, I had to make sure I got my money back.” So who bought it? Disney! Touchstone. They never released it on DVD. It’s on VHS, good luck finding it. It was shot widescreen, 2.35:1, and when Netflix runs it, they run it full 16:9 – you see dolly track, booms, lights, the works. I should have hard cropped it, because it wasn’t anamorphic, it was super-35. On my website, it’s not that big and it’s on Vimeo, but you can see the whole movie if you want.

Filmmaker: It’s kind of wonderful how much the internet and all the new platforms have opened up access to that kind of stuff.

Joanou: Well, State of Grace…I’m sure you know the history of it, but when the movie came out in 1990, it was a total flop. I think it was only out two weekends total; it came out in about a hundred theaters, grossed less than four million dollars, and just came and went. I spent two years on it and it just vanished like it had never happened. It was almost like if a tree falls in the forest, and there’s no one there to hear it, does it make a sound? That’s how I felt about State of Grace. It didn’t make a sound, and I was really devastated. I was really hoping that people would notice it, and they didn’t. The VHS tapes disappeared quickly too, because they only bought one or two per store, and if they got worn out…it was a decade of complete anonymity. Finally, the DVD release in the early 2000s helped, and it slowly started playing on HBO and Showtime and those channels when Orion went out of business and sold their library to MGM. MGM has this price tiering system when they sell stuff to cable and movies like State of Grace, which grossed nothing and no one ever heard of, cost next to nothing to run. Naturally, especially late at night, they run the cheap ones again and again, so State of Grace started getting a lot of play – and as those actors all grew in stature, it was a good title to show that cost the cable channels nothing. It was the most bizarre thing. It really educated me about filmmaking for the long run, because cut to 15 to 20 years later, of all the movies I’ve made it’s the one that people want to talk about. For years I just thought, “Well, I guess no one’s ever going to know that film got made,” and lo and behold distribution changed, and viewing habits changed, and here we are 25 years later, and it’s finally got a Blu-Ray.

Filmmaker: It’s funny, I think people who grew up watching it on HBO and Showtime have the perception that it was a hit because it was on all the time and had all those big stars.

Joanou: I can’t tell you how many times people have said, “Gosh, State of Grace, that must have been great for your career,” and I say, “No, it was a flop. No one saw it. It was a disaster.” They’re like, “What?” Because perception changes, too. No one cares about box office two years later.

Jim Hemphill is the writer and director of the award-winning film The Trouble with the Truth, which is currently available on DVD and iTunes. His website is www.jimhemphillfilms.com.