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Focal Point

In-depth interviews with directors and cinematographers by Jim Hemphill

“We Kept the Third Act in a Safe”: Tarantino’s Assistant Director William Paul Clark on Kill Bill, Once Upon a Time in Hollywood and Improvisational Logistics

Brad Pitt, Leonardo DiCaprio and Quentin Tarantino on the set of Once Upon a Hollywood

“I can’t imagine making a movie without him.” That’s what Quentin Tarantino said about first assistant director William Paul Clark, whose roots with the writer-director go back to Pulp Fiction. Since then, Clark has worked on nearly every Tarantino picture while also facilitating great work by a wide array of directors from Mark Pellington and Gregg Araki to Terry Zwigoff and Barry Levinson. As an enthusiastic cinephile with an infectious passion for both making and watching movies, Clark seems to have had the time of his life working with Tarantino on last year’s Once Upon a Time…in Hollywood. Taking on one of the most logistically complicated projects of his career, he worked with Tarantino, director of photography Robert Richardson and the rest of the production team to transform present-day Los Angeles into 1969 Hollywood, filtering rigorous research through the prism of Tarantino’s memories, fantasies and influences to create a poignant and scrupulously detailed cinematic daydream about movies and the people who make them. I sat down with Clark to talk about his partnership with Tarantino, how he runs a set and how he got 1500 onlookers to move across Hollywood Boulevard in seven minutes.    

Filmmaker: Before we get into the details of Once Upon a Time…in Hollywood, I wanted to ask about the origins of your collaboration with Tarantino. Talk a little bit about how you came to work on Pulp Fiction and where you were at in your career at the time. 

Clark: I moved to Los Angeles in April of 1991 and wasn’t anticipating a career in the film business. I had been a stockbroker in Boston but realized that most of the people I was trying to be like had a lot of issues. Although I was doing well, I decided I didn’t want to turn into that type of person, so I decided to try something else. I was only 20 years old. I was about to start a job with the Clippers to do institutional corporate sales, celebrity boxes and all that jazz. Then I happened to see White Men Can’t Jump being shot on the beach in Venice and was moved by the living, breathing organism of the set—I was also amazed that people were working in shorts and T-shirts. So, I decided to see what it would be like to get into the movie business.

I learned what a PA was, found an internship on a little film and worked on a lot of tiny low budget movies for places like Saban Entertainment and 21st Century Film Corporation to get some traction. In the summer of ’93, I was the first AD on a $500,000 film in Provincetown, Massachusetts. Back in LA I was invited out to a birthday dinner with one of the ADs, Eric Davies. Paul Hellerman happened to be there and had started as a production manager on Pulp Fiction. They were two weeks in, and the second second assistant director, John Hyde Jr., had gotten into a car accident on the way home from set that evening. Paul asked me if I would come in Monday morning to see if I could fill in.

When I stepped onto the set to meet with [first AD] Sam Mahoney and [second AD] Kelly Kiernan, I hit it off and filled in for John Hyde Jr. for two weeks. Labor Day came around—we had three days off and I was done on the movie. Then the DP, Andrzej Sekuła, got into a car accident while away for three weeks in New Mexico. Kelly Kiernan was doing double duty as the second AD and set manager, so Paul and Lawrence Bender sent her out  to get the prognosis on Andrzej, and asked me to come be the second AD. I did that for a couple of days, was done again, and they called the next morning: “Will you come in? Paul wants to talk to you.”

Because we had gone down one day, he had to turn three days into two, and one of those was going to involve two company moves from Culver City, where our stages were, to the hills in Hollywood, where Ving Rhames is on the phone with Uma in the background and Sam Jackson and John Travolta are walking through the bowels of the convention center downtown. These locations are not close to each other, not convenient company moves, and they were expecting a very big day, so they asked me to production manage that. That day went like clockwork—we finished in 12 hours, well under what our time was supposed to be. They said, “Look, we got Jack Rabbit Slim’s coming next week. Would you just stay for the rest of the movie? We’ll pay you like you were when you were the second if that’s okay?” My job description was nebulous, it moved around quite a bit. But I was trusted, and I got to work real close with Sam. He was used to smaller films, 25-day and 30-day movies, and once we started to get into 35, 40 days, he was starting to wear down a little bit, you could feel it.

I was on the floor directing all background, always by the camera—except for when it was time to get Uma, because Uma really liked the way I would wake her up. I would go to the trailer and get Uma out of her bed. Other than that, I spent all my time around the camera for the last four weeks and set up additional shots when we needed splinter unit stuff. There’s no second unit with Quentin, but I would set up those shots and then Quentin would join us or go do them—blowing off Phil LaMarr’s head, things of that nature. Quentin had dailies at FotoKem, open to everybody, so I would go and sit right in front. Quentin and Sally [Menke, the editor] would be two rows behind me, whispering things back and forth, and I would listen very carefully. It was a great learning experience.

Filmmaker: How would you say your relationship with Quentin has evolved from Jackie Brown, your first film with him as first AD, to Once Upon a Time…in Hollywood? 

Clark: To get a sense of the evolution, you have to go back to Inglourious Basterds. We had done Pulp Fiction, Jackie Brown and the two Kill Bills, then we didn’t see each other for about five years. Quentin did Death Proof down in Austin and worked with Robert Rodriguez and his whole squad there. He had also directed episodes of ER and CSI with other ADs. He even started Inglourious Basterds without me, with an AD who was friends with the line producer and was familiar with Berlin, where they were shooting. When he called a week into shooting on Inglourious Basterds and asked me to come, I was pleased but a bit surprised. When I arrived, we hadn’t seen each other in those five years, and he said a couple of things that were very kind about how I run the set and how much I enjoy the process, that his whole attitude about the movie had changed once he found out that I was willing and able to come. 

I want any director I work with to feel like they’re standing on firm ground, and I think Quentin felt that on Basterds, and the absence since Kill Bill is what made us stronger in a way. Sometimes that happens in relationships. People are together, they split, get back together and have a stronger relationship after that. That’s what happened with me and Quentin. Ever since then, we’ve been like peas and carrots, as they say. If I have something to say, he’ll stop everything so we can talk about it.

Filmmaker: Tell me what kinds of factors go into scheduling something like Once Upon a Time…in Hollywood. Watching the movie and seeing all those speaking parts—there are well over a hundred actors, several of whom are huge stars—I thought it must have been a nightmare just to get everyone’s availability lined up.

Clark: It wasn’t as hard as you might think. There were a couple of little things with Brad and Margot, but they were relatively easy to manipulate. The biggest problem is that when we started we had a hard-out date for Leo, because he was going to start an Iñárritu picture. I like to schedule the movie in a logical order that’s as sequential as possible, so the story can develop in the director’s mind, and the Leo thing was tough because it meant we would have had to shoot the end of the movie closer to the middle of the shoot. That was really disconcerting to me—Quentin was actually okay with it, but I wasn’t, because I know how things change. As Quentin watches the actors, he sees certain elements that are better than he expected, and some that didn’t work as well, and the changes affect everything else in the script, because it’s like a nervous system. It’s all connected. So, I was uncomfortable with shooting the end so early. Fortunately, for us, and I think for Leo, because he’s such a focused actor, that Iñárritu picture went away. It was put to the side, so it really helped Leo to just be Rick Dalton.

Filmmaker: That brings up something that surprised me when I was talking with Quentin, which is how fluid the script is. He told me, for example, that the scene where Leo flips out in his trailer wasn’t in the script. How often are things getting added on the fly, and how does that affect your job?

Clark: Well, the ending for Inglourious Basterds wasn’t in the script anywhere. That was completely reworked by him over the Christmas holiday that we had taken and never put into script format. It was basically an outline with little snippets of dialogue. He wrote this out by hand and handed me a stack of yellow ruled paper. My solution for scheduling and making sure everybody else knew what we were doing was to photocopy it. Fortunately my daughter Josephine, who is one of the Manson girls in Once Upon a Time, was in kindergarten, so I was quite apt with cut and paste at the time. I cut and pasted it together  into a daily schedule that I distributed to the crew. It was a bit unorthodox, but I think it really worked out well.

The final shootout in Django Unchained where we killed around 40 overseers wasn’t in the script. I mean, I was in that scene, because Quentin kept saying, “We need more people.” I killed a couple of PAs. Anybody who could fit, we’d put in, to get more guns in there. It just had to get bigger and bigger to top what we had done in the barn earlier. The whole ending—the dynamite and everything—was all different from what was in the original script. The last month of Django was quite an exercise in flexibility.

Filmmaker: With the exception of Death Proof, which Quentin shot himself, you, Quentin, and cinematographer Robert Richardson have worked together on all the Tarantino films from Kill Bill on. How important is the communication between you and the director of photography on a set?

Clark: As the assistant director, I have to watch them communicate, because so often creative people can be communicating what they think is the same thing, and it’s not. I pay very close attention to what each of them is saying to each other, and they’ll sometimes just walk away: “Great. Okay, great.” And I’ll say, “Wait, come back. You said red, and you said blue.” “No, he said red.” “No, he said blue.” “Oh.” Not that they weren’t listening to each other, it’s just so clear in their own minds that they sometimes miss a little bit. So I’m very careful to make sure that they’re communicating well and making sure the information gets to other people.

With Bob Richardson, I was scared to death at first. His reputation had preceded him when I came to Kill Bill. It was said that he was very difficult on his first assistant camera person, because there’s no such thing as not being in focus, or equipment malfunctioning, or all the things that the first assistant camera person is responsible for. And he’s very difficult on the dolly grip, because you don’t miss the mark, you don’t move early, and he’s tough on the first AD, because he hates wasting time. I had heard all that—but it turns out he’s not hard on first ADs, he’s hard on first ADs who don’t know what they’re doing. We immediately got along, and it was a great working relationship on a very difficult film. The way he and Quentin and I work, the stakes and demands are high, but the environment is positive, and that’s an important part of any film to me. I’m positive to the point of nausea.

Filmmaker: I’ve heard both you and Quentin describe Kill Bill as a very difficult shoot. What was about it that made it so hard?

Clark: Well, it was an immense amount of material. It started as one movie with a 189-page script. Quentin was a little unsure of how to achieve a lot of it, so it was trial by error. We spent 65 or 70 days in China, which is a whole other type of shooting experience. Whereas things are organized and sectionalized here, it’s a lot more chaotic there, with a lot of people. What we do with one person, they do with three, so there are 500 people running around on a daily basis. The cast was enormous, the fight scene was enormous, and the fight team wasn’t used to how Quentin works. Master Yuen Woo-ping is accustomed to a director saying, “Okay, we got the best fight coordinator in the world. Go ahead and make a great fight.” That’s not Quentin’s way. Quentin was a participant in every aspect of every single move, every single shot, which makes me and Bob a part of that, and the fight team was like, “This is weird. Normally, we’re just going out there and doing it.” There was a learning curve in that they had to learn to work in that way. 

I had done a 135-day first schedule, handed it to Lawrence Bender and Ben Walsh, and they were like, “Are you kidding me? You didn’t show Quentin this, did you?” “No, this is just what I think. I haven’t shown it to anybody.” “No way we’re going to be shooting for 135 days. Go back and make it a 98-day schedule.” So I made a 98-day schedule, and they said, “Great. Now you can bring it to Quentin.” I bring it to Quentin and he looks at the first week or so and says, “Good start, good start. The first week looks great,” and he hands it back. I’m like, “There are another 92 days. There’s a whole other 20 weeks there.” He says, “Yeah, I’ve never done this before. I don’t know how long it’s going to take.” So that puts a little bit of pressure on me, Ben Walsh, the line producer, and Lawrence Bender. Anxiety was coming from the producers’ side, which I spent a lot of time trying to keep away from the set, because Quentin doesn’t work as well under that. We did go over in our time in China, because that House of Blue Leaves fight was so big. Which obviously put more pressure on all the things that we were looking to do when we came back to the States.

In the Kill Bill script, Elle Driver dies. I remember sitting in Budd’s trailer as we’re rehearsing the fight between The Bride and Elle Driver. Everybody’s flying back and forth, the rehearsal’s happening. I’m looking at Quentin and he’s not engaged. I said, “Dude, what’s up?” He takes me off the set and says, “I’ve been thinking: What if Elle doesn’t die? What if Uma and Daryl fight and Uma just pokes out her eye and leaves her there thrashing around the trailer and she’s blind?” “So, you see the eyeball drop?” “Yeah, Uma’s big toe steps on it.” I said, “That’s wild.” “Well, what do we do?” “We wrap. You go home, figure out exactly how you want this fight to be. Give me some ideas as to what you think it’s going to be, so I can start working with the effects guys, and let’s go get Lawrence and Ben.” He went home, put the new fight together and felt much better, but that changed everything, because The Bride was going to bury Elle Driver in the desert, in the rain. We had a whole set piece that was supposed to happen, so we had to redo this fight in 24 hours. We wound up shooting for 154 days over the course of two movies.

There was a certain point when we were out in Barstow and everybody ate at the same hotel, and everybody got sick. So we shot one day with one-third of the crew. Different little things happen over the course of shooting for a whole year with four different languages. We had the Chinese, we had the Japanese, we had the Spanish speakers, we had English. So we didn’t do a production meeting, because it would’ve been like the United Nations. I broke it into three separate meetings, as opposed to one big meeting.

Filmmaker: Going back to the issue of scheduling, do you have any kind of philosophy about what kind of material you like to schedule for the first day of shooting? How do you want to set the tone?

Clark: In general, if I can have number one on the call-sheet as the only person participating, that’s a great first day, because that’s the relationship that really has to get off the ground. Having the director and the lead actor work for the first time as much as they can with each other, with a relatively mellow page count, is great. It doesn’t always work out that way. Sometimes it just can’t.

Filmmaker: How do you approach something like the Hollywood Boulevard material in Once Upon a Time…in Hollywood, where you’ve got all the usual pressures, plus you’re transforming several city blocks with period detail and dealing with hundreds of uninvited onlookers in the form of all the Hollywood tourists wandering over?

Clark: The first thing I did in prep was make sure Bob, Quentin and I were all on the same page. I went through the order of events as I wanted to do them and sought their consultation, and we all agreed. Because we didn’t have to spend tons of time talking about what we needed to do on set, I was able to focus on making sure Brad and Leo’s needs were taken care of, and on getting them to the set. With all those people, that’s a challenge in itself. The producers and I were very concerned about the safety—not only of the crew and cast, but of the people who were going to come watch, so we got with the police department and put together a game plan to keep those people safe. 

I told the second assistant director that as far as hiring PAs and additional help went, “I’m not really concerned about people having so much experience. What I want is people with charisma, who engage with the people who are watching, putting on a show between takes. I want them to entertain the crowd, and I’m going to do my best to entertain them as well. I want the crowd to be paying attention to what we’re doing, so when we ask them to do something, they’re already engaged and do it very quickly.” And it worked like a charm. We had to move 1,500 people from one side of the street to the other side of the street, and we did it in seven minutes. 

Filmmaker: I remember when you guys were shooting, the outside world just knew some broad strokes about the story, and that it was ostensibly Quentin’s Manson family movie. But nobody had any idea what he was going to do with that third act where he rewrites history. How did you maintain the secrecy of that without letting the script leak?

Clark: We kept the third act in a safe in the accounting department. You come, you get the script, you go into the little room, you go read the third act. When you’re done, you give the script back, they put it back in the safe and you leave. You take some notes. If you need to refer to something again, you go back. When we got out on location, we just brought a safe and you go to the producer’s trailer if you need to read it. The hardest part was getting over the fear of not having the material at your fingertips all the time. Once people got over that fear, it wasn’t an issue.

Jim Hemphill is the writer and director of the award-winning film The Trouble with the Truth, which is currently available on DVD and streaming on Amazon Prime. His website is

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