With a background in documentary film (she was one of the principal editors of Michael Wadleigh's Oscar-winning WOODSTOCK), Thelma Schoonmaker has shared in the creation of Martin Scorsese's films as far back as his first feature, WHO'S THAT KNOCKING AT MY DOOR, and has been his regular editor since RAGING BULL.

This conversation is comprised of two interviews, the first in January 1991, in the editing suite set up in a Fort Lauderdale office building during filming of CAPE FEAR. With the innocuous image of a teddy bear frozen on her flatbed editing table, Schoonmaker spoke of the working relationship Scorsese has had with her and what exactly she feels she contributes to his films. "I'm so lucky. I keep wondering when someone is going to murder me so they can get my job!"  Laughing, she then turns that devilish plot in her mind to its perhaps inevitable conclusion: "Marty'd make a movie about that."

Morgan: I noticed while watching them shoot today that Marty and De Niro seemed to share a very private space; is this typical when they're filming?

Schoonmaker: When Marty and Bob work together they particularly don't want anybody near because they experiment so much; they sort of think that's embarrassing. I think just because they like that absolute freedom to say whatever they want to each together, they don't want to have to worry that somebody may overhear them and misunderstand them. You know what I mean? So I think it's just as simple as that. It's funny because listening to any of their conversations would be valuable, you can be sure. [But] they just prefer to have that absolute freedom, that they don't have to worry about whatever they say.

Of course Marty is such an editing director, he shoots in a way because he knows how the film is going to go together. And therefore he doesn't like people necessarily to see dailies because he's afraid things will be misunderstood again. You know he may have printed the take because perhaps of a line he likes and he doesn't want people to see something he wouldn't normally print. You can sometimes overestimate what people understand about filmmaking. Every once in a while some little thing comes up or somebody comes up to him and says Gosh, you did such wonderful changes since the last time I saw it, and he hasn't done anything. 'Wait a minute – maybe they know less than we think!'

I feel very affectionate towards him because of that lack of willingness to show things to the world, but I know how painful it is, because I love hearing it, I love being around it, so I know it's really a shame in a way that more people can't share in how they work.

Has that feeling increased or decreased over the years as they've worked more often together?

I think it depends on the role, too. Certain roles they wanted to experiment. For example, the Jake La Matta role: they did a tremendous amount of experimentation. A classic example would be the last shot, the ON THE WATERFRONT speech in the mirror. There they just did the whole spectrum, cause Marty felt the take should be very cold, and I sort of wondered whether it should be or not, so they went from warm to cold in about 15 takes and of course Marty as usual was right. But it's fascinating to watch that range.

Marty looks at films like a painter goes to museums to look at other great painters. It's not that you are imitative of them, but they fuel you, they inspire you. Sometimes other directors just imitate, but Marty takes it in and it comes out something else. Back in the days when we were a little more leisurely, and much more disciplined, he'd always have the television on, because he studies films all the time. And often he'll see something and he'll stop and say, `Oh, now look at this,' and I would learn so much from him. He'd point to some scene and say, `Now this is the shot that inspired that shot.' My favorite example was the opening title sequence of RAGING BULL, that wonderful bit of Bob bouncing up and down in slow motion – that was inspired by a shot from a Sam Fuller film, one of the Korean war films (I don't remember which one it was,) of a helmet rolling on the ground with just a little whisp of dust. Marty says that was the inspiration. It's not imitative but something happens and out of that came a great vision.

He loves those thrillers, he adores them, he loves horror films and all that. It's become fascinating that way, because there wasn't going to be that kind of thing in this film but there is now. That's going to be very interesting, because he can pull the audience in with the thrills and them hit them betweenthe eyes. I hope. A lot of people don't like to think. They get annoyed when you ask them to.

But a filmmaker isn't supposed to tell an audience what to think; he's supposed to inspire them.

That's what people who don't like his films don't like, is they feel and they don't want to feel that. Sometimes you get very vigorous reactions to Marty's films, and it's about that; they're angry because he reached down in there and churned it around.

They would prefer to be comforted instead.

I understand that; a lot of us sometimes just want to go to a movie and enjoy it. But for me, Marty's films are so enjoyable because they are dense. Fortunately he's understood more and more as an artist, but there are still people would just not go to see his films. I don't think Universal would want me to say that!

For me, I sometimes find all the sort of action, car-chase films ... I get really bored, because I know, 'Oh, now we have to sit through the car chase!' But I guess a lot of people will [sit through them].

What do you bring to the film in terms of ideas for shots, for montages, perhaps before the principal photography begins?

I hardly ever participate in that part of it. Marty is so good at that himself he really doesn't need that from me. If I read a script and I see something that I think is a problem, or sometimes during the shooting I may suggest [something], but it's rare frankly. Marty is so experienced as a writer and as an editor he really doesn't need [it]. I feel I am much more valuable to him in giving him [feedback], whether it's coming back off the screen the way he wanted it. And also, when we really start to hack in. But not at the early stages.

First of all, a lot of the reason why he's such a good director is he's such a good editor. When he shoots, when he writes, he's already thinking of the editing in his head. And that means he can also shoot less because he knows he can eliminate things, because he knows in editing we can [work around it]. I keep prostletizing that I wish more directors knew more about editing, because it is so critical. I get credit really for what he does, as far as I'm concerned.

Our main work is after he's through shooting. I do a very complicated assembly of the film, but he really comes and pushes the film when he's here with me. And of course the most important time for me is his first reaction himself, which is very critical. And so is De Niro's; they're both brutally honest about their own work. They don't have any egos to protect.

What exactly do you feel you contribute?

I bring first of all a long friendship and trust. We share a great many of the same interests in the history of film, things like that, but I think first of all I like the working relationship. Some editors get really angry about directors being in the room with them, because that wasn't the way films were made for years. Marty likes to consult about how things should work, and then he likes to sit back and he reads or watches while I do it and then we look at it together. Obviously somebody has to [cut and paste] for him, he doesn't want to do that himself. And then once we get the first cut hacked out, which represents what he wanted, then we go sit and look at it and say, well that didn't work – maybe we can go another way with that. I tend to get more and more involved as we're refining the film. Because the biggest thrill for him is to see, Did it work?' The sort of backbreaking work the editor then has to do, to refine and create rhythms, is not as interesting to him, but has a perfect eye for. There's a lot of just real hard work – I love it, I'm not complaining, but that sort of work you need someone for. You have to be there. And he does tend to lose a little bit of interest once he's seen whether the vision worked or not. When it comes to the three hours it's going to take to refine a scene he often will just go away, do other things, read scripts or do interviews, and then come back with a fresh eye. That's pretty normal in an intense director-editor relationship.

What inspirations are you bringing to this particular picture?

Frankly I can't do that if he hasn't done it. This is one of the things, I mean, by being given too much credit for things like GOODFELLAS and RAGING BULL. I won the Oscar for RAGING BULL for those fight sequences. If you look at those fight sequences, those were so incredibly storyboarded and shot in an incredible way – each ring was a different size for each fight – that is the conception a good director has to bring. And I could improve it, with rhythm and some cuts I can make it work better, but I could never have made it worse than it is. The thing that is so powerful about that is the directorial conception on how to do that fight, how to shoot it. It's not really me. I got the Oscar for it, but it was really Marty.

And the same to a certain extent for GOODFELLAS, because there he had such a strong vision of that film. From the minute he wrote that script, it had a certain energy and drive and a desire to thrust the story along, and a lot of people think it's editing. And it is, but it's the way he thought it out and shot it that makes it [cut] that way. And sometimes I think people try to hire me because they think I'm going to bring that to their material. They think I can make it look like that, but I could never do that.

It has to be there from the very start.

Yes, it has to be there long before the shot is made. He's already got a very strong idea of the general look of the film, then the rhythm, the kinds of camera moves he wants, so it's go to be very, very early. And then he's constantly battling to make sure that look gets there. He's very diligent on the set. So as far as I know at this point [on this film], the editing that will be there, that will be visible to people, would be implicit in the shots.

There are other times, in heavily improvised scenes like in RAGING BULL, where it really was my job to try and pull that out. Marty was sometimes unable to shoot with two cameras because the rooms were too small. Joe Pesci is such a wonderful improviser with Bob because he sparks Bob off and then he goes all out, we ended up with a real mess – brilliant scenes, but it was a real mess to try to pull it together. Marty really threw up his hands after a while and I battled that out and got it to work.

In GOODFELLAS every one of those shots was preordained to follow the other, with a certain rhythm. We were shooting all over New York; he had to keep in mind the speed and the drive he had on the shot before and how he wanted to increase it or lessen it here, and that whole thing is an amazing conception. He's famous for carrying pieces of music around in his head 30, 40 years and then suddenly he knows where they're going to work best; he's quite brilliant with that.

If you're editing a scene and he hasn't already ordained some background music, do you cut to a temp track?

Oh, no. He occasionally shoots to playback. For example in GOODFELLAS, all the scenes showing the people who had been killed by Jimmy Doyle because he didn't want to pay them the money, they were all shot to "Layla." All the camera moves were all done with that music playing as a guide track. But most of the rest of the film, he knew what he wanted to put in some of the critical places, such as the freeze on the young boy after he's taken to court for the first time; the next shot you see him grown up, there are two airplane shots – he knew exactly how he wanted to lay "Stardust" there, and he designed the shot that way. But there were other sequences where he didn't know which of maybe six songs he wanted to use, so after we cut the scene, pretty far along to the fine cut, then he and I sit, he listens to six pieces of music and we try them all and then one usually works the best.

He never forgets. He can remember when he first heard a piece of music, that he was with his mother in a sausage shop or something. He has a photographic memory in many ways!

Sometimes he wants to go with the flow, but often he's more interested in working against the grain, creating a certain tension that way. In the mixing, that's a wonderful period of filmmaking at the end. We have a brilliant young sound mixer who's worked with us ever since AFTER HOURS; his name's Tom Fleischer, and he's quite brilliant, and he now knows us so well that he actually does a tremendous amount of work on the dialogue tracks for three weeks cleaning them up, equalizing them the way we want and doing some real sleight of hand to smooth everything out, and then Marty comes in and starts with sound effects and music. Marty is a real master at that – it's quite fascinating to watch him do it – because he has an impeccable ear, and he won't let anything go by. It was particularly fascinating on RAGING BULL, because there we had 40 tracks sometimes for the fight sequences, that were woven almost inch by inch between the music and the effects. It practically killed everybody. He couldn't do the actual mixing himself – you have to be an engineer to do that, but he knows when he hears things that most directors would not hear. What's great about Tommy is that Tommy loves that. He loves to rise to that. I remember once Marty said, `I heard you fading.' That's a wonderful Marty thing to say. That shows how critical his ear is.

About half the film is already shot; have you put together an assembly already?

Yes, but it's not what we'd call a first cut. Marty likes to see the options of the acting, each line sometimes, and I do a very complicated assembly where I give him all of those options in descending order of his preference. So he sees the first he likes, then the second and the third, and together we decide which is the best take to start working with. It's a very complicated system, because he does a lot of the directing in the editing room. Some directors do it all on the set, but he likes so many options, that he has to be here to help make those decisions. In fact, that's where he will guide the film in a certain way. He doesn't stop shooting until he knows he's got it, he knows he's covered everything; but then he wants to see it in a very highly structured way so can then further refine his choices.

What are some the challenges on this film?

To see if we can do a thriller, we've never done this before.

Creating the tensions, the rhythms, and building to an actual climax?

That is the challenge. It's very different from the kind of stuff we used to do. But it's already there basically in the writing, and he certainly is packing it into the shooting.

But you also don't want a scene that just stops the picture cold because it is so shocking, so frightening, that the rest plays like an anti-climax.

That's something we've never had to worry about; we do have to worry about it here. And that is something we discuss a lot. Bringing off the big scene at the end, of course I mean in the sense of dramatic structure, rhythm, pace, that would be very critical – we've got to get the audience there the right way, and we've got to pay it off the right way. You can still get into situations where even if it's storyboarded it still will not work, certain things will not work. Then you have to drop half the scene or maybe even go another way. So he's pretty careful to protect himself. If he's worried, he'll shoot it in one or two ways. In AFTER HOURS, we had to drop so much; that film was 45 minutes too long. And we had to drop 45 minutes in cut scenes which was a killer for us, because it inevitably means we drop my favorite scene and Marty's favorite scene, the cameraman's favorite scene. But we had to; it was way too long and it wasn't working. Then you hit another problem: Does the storyline match up? We actually had to go back and shoot one shot, of Griffin Dunne knocking on a door. Marty hardly ever goes back and reshoots.

I attended a preview of AFTER HOURS, and when seeing it again on its release I saw little that was different from the pre-release version, except that at the end when Griffin's returned to his office, a message plays out on his computer screen that his landlord called, something about a flood in his apartment – a rather cruel topper to all he'd been through. How closely does Marty follow the results of preview audiences and their cards?

Well, you have to learn how to take those – and even the studios now know, that basically they tell us now they use them to see what market is responding and what isn't so they can target, they can pitch their advertising a certain way. What I heard, WHO FRAMED ROGER RABBIT got terrible cards, and I think the studios learned something from that. A little bell went off.

Because they showed it to the wrong people.

We find [previews] very agonizing, because the film isn't finished usually and that drives us mad, to have to show the film without a proper mix or who knows how much splices and dirt. I've had people say things to me that indicate that it was merely the difference between seeing a rough cut and seeing a finished print, and they thought something miraculous had happened (in the interim). So this drives us mad: We hate previews, we resist them vigorously but they're very helpful on comedies [like AFTER HOURS] and they'll be helpful on something like this, for us to see whether certain things are working. On a film like GOODFELLAS, no, cause that film was what it was, but on comedies and thrillers I would think it is very helpful to see if they believe it, if it's too long. But you do have to know how to read the cards. They can be devastating, `What did you like about the film?' `Nothing.' And then you get a card, `What did you like about the film?' `Everything.' Or, `There weren't enough murders.' It's just appalling.

Do you fight with him a lot, as a devil's advocate?

No, not really. I don't have to be one so much; sometimes we disagree on what would make something work, and we have mock battles because we're always able to work it out, there's never a situation where the director and editor hate each other and completely disagree about how to make a film work. We laugh a lot and have mock fights. He is the first person to see if something he dreamed up didn't work. There's never anything major that doesn't work, at least so far.

But something he may spend a day or two shooting, what if that has to go out in the trash?

It's never anything that big, but it might be a shot that he loved, and it's too far out on a limb, or too extreme an idea, and eventually we have to eliminate it. That's part of your job when you're making a film; you often have to eliminate things you really love. It's very painful. On GOODFELLAS, thank God, it was one of the few films I've ever worked on with Marty where he did not have to drop beloved stuff, because he scripted it so beautifully.

Was there a problem with the studio because of that film's length? (The final release was 2 hours 26 minutes).

No, the studio wasn't a problem there. But things like LAST TEMPTATION, films that he's not been able to get as much control over because of the conditions under which he had to shoot, the budget – like LAST TEMPTATION, where it was a miracle he got anything on film – then you often find yourself in a situation where you have to cut off a leg in order to make the thing work.

How has Scorsese's shooting style changed on this production, in your view?

Here he's using very dramatic camera moves, making them more visible to the eye, deliberately, because I think with this kind of film you can do that. As Marty says, I like to grab them by the back of the neck and say Look at this and Look at this!' And so he's doing a lot more of that kind of stuff here, and he can get away with it more because it is a thriller. A phone rings, you can rush in on it, and it's not laughable, whereas it would be laughable in AFTER HOURS. He keeps saying to me, `Do you think it's too funny?' because I think that the element of humor here is very important. Using humor to open you up and let you see that ordinary people do these things. Now he's doing it here in a different way, to where it's so awful that it can be laughable, too. You get to the point where it's so awful, it's funny. What we find so much on the painful films is that we laugh a lot more than we do on the comedy films. Comedy is hard work, particularly in the editing. But we laughed so much on RAGING BULL, and we laughed so much on this film, we laughed so much on GOODFELLAS, particularly when they're doing awful things like killing people.

Another story that Marty told me was Mel Brooks said the script conferences on Sid Caesar's show were always terribly depressing – everyone's going around, Well, that's a chuckle,' That's a belly laugh' – never any laughter or enjoyment, just hard work trying to refine this comedy, but not enjoying themselves at all. That's kind of the way it is with comedy. No, [here we] laugh a lot – blood, shooting, getting hit in the eye. Hopefully it won't be funny when we cut it!

How easy is it for you to remove yourself from the film in progress, and watch it cold?

Well, it's partly my job to be able to do that, but one thing that does it for you is to just have one person in that screening room with you, and you look at the film in a whole different way. It's amazing. Marty and I always look at it first ourselves, because we don't want anybody to see the terrible things we've done. Then we react immediately. The worst for that was RAGING BULL when we saw that the basic structure didn't work – interspersing the fat Jake La Motta with the thin one. We immediately that went out the door. It could just take one person, it could be the janitor in the room, makes you start seeing the film the way they're seeing it, so that gives us that freshness each time. It's terrifying. It's one of the most agonizing periods, both of us die all through the screening – but you learn tremendously.

Like two actors rehearsing a scene in an empty auditorium, and then again when there are people sitting out there.

It's very valuable. You also have to know what not to listen to. You also have to know that people are going to advise you to do the wrong thing. You have to have the courage to say to yourself, Well, that may be the way they're perceiving the film, but it's not the way we're perceiving the film and we have to stick to our guns.' He's always had that courage. Marty would die first before anybody ever compromises his art. You know you are protected by someone like that. And there are certain times we'll compromise because we feel it won't basically hurt the film; he's very reasonable, he will listen. He's not a maniac, but he also sticks to his guns if he feels he's in the right. There are very few people in the world you could say that about, as artists, and it's a rare treat to be able to be a partner in that. A lot of editors spend their time dealing with studios in terms of having to push a film this way and that way and back again. After you get to be a certain age that must be very wearing. It might be better to chuck it in!

Have you had similarly close relationships with other directors?

I was married to one, Michael Powell; Marty introduced me to him. And he was always appalled that Marty was in the editing room with me, because he worked in a very different way, the way I was describing before – one shot, one take. He never did understand how Marty works, he always used to give Marty a very hard time, which was very painful for Marty because he adored him. Other directors I've worked with, mainly I would say Michael Wadleigh on WOODSTOCK, which again wasn't really a feature film, it was a documentary feature that was different. That was where we all came together as filmmakers, and we worked and made documentaries, and that was ambitious. So because we came out of that documentary background, which was wonderful fun, we were making against the war and in Harlem, covering rock concerts and things like that. We were very lucky to come out of that background. And then I worked with Michael and tried to script with him for two years [a project] on the American Revolution; it was a different working relationship than this; WOODSTOCK was really a tremendous amount of editing – editing made the film. The performances made the film originally [but] if Wadleigh hadn't shot them against all odds as beautifully as he did we would have had nothing.

It was a wonderful time because we were cinema verite, you know very pure, and oh we had so much fun. Everyone loaded magazines, everyone drove the cars, everyone ran sound. Not everyone shot – Michael was always cameraman. He'd jump onto tables, run across rooms, to elevators, down stairs, shooting all the time; he was very gifted. That was a lot of fun, WOODSTOCK, particularly because no one understood it but us at the time. The studio said, what is this? We practically had to carry out guerilla war to protect that film. Finally when it got up there, people started coming in droves.

Schoonmaker spoke again in July of 1991, after principal photography ended, about how the project was shaping up.

We are having miniatures shot at this moment in England, and so we had to cut the ending first (which was the first time I've ever done that) so that we would know exactly what we wanted. At the end of July we'll look at it all together.

How did your cut of the climax compare to the storyboards?

It's almost exact. Hardly anything that's been changed there. So it worked out exactly as he planned it.

Because it's a suspense film with a lot of plot points that must be included, what kind of differences did you see in the editing process, since you couldn't for example arbitrarily cut a scene that contained important information?

That kind of exposition which we would normally try to reduce to the minimum, or throw out, which one can sometimes do in Marty's films because the character portrayals are really what's carrying the films – you sometimes get away with murder dropping explanatory scenes; but here of course you can't. You have to have them all in. He tries very hard to incorporate his character development as well – I don't mean development, but his interest in characters. He tried to marry the two of them together – the narrative line and the character line, and in some ways that's been a little more work than it would be in one of his "normal" films to try to get just the right blend of narrative and character. So that's been a little more work.

If you can't drop scene entirely, can you easily restructure scenes to intercut, so you can trim material?

Not particularly; I must say the structure of the film has stayed relatively the way it was as written; No, I think it's just been more a matter of just trying to get the scenes the right length, because we're both thinking exposition points and character points. So it's very difficult to get it down to a workable length – a length that will work within the bulk of the whole picture also. So I think that's mainly been what we've struggled with the most. But it does vary, some scenes are just purely expositional and they go very quickly, but there's improvisational, where the actors are being given a little bit more free reign. It takes us more time to get those scenes in shape.

In the past a lot of Scorsese's work with his actors revolves around improvisation, or at least a freedom to deviate from a script. Was it harder for him, do you think, to work that way on a thriller?

When he knows it's going to be a scene like that he usually shoots with two cameras, so he has coverage on the other actor – in case something unique happens we have coverage. And there are quite a few scenes in this film which are shot on double cameras for that reason. There's one scene in particular, a very nice scene with the young girl and Max Cady in the auditorium which is really wonderful, and where they sort of hit it. When they did the first take something magical sort of happened and it would have been essential for us to have two cameras there in order to capture the way they sort of hit this vein and just went with it.

Did you find editing a CinemaScope picture at all different than editing a flat or 1.85 film?

I think it was more of a problem for Marty in the shooting than it is for us here. There are a couple of times when he had a bit of a problem trying to get exactly what he wanted within that scope image because it might be too wide, or figures in the frame are not the way he would be normally happy with, but it's not caused us any problems here. We're very enthusiastic about it.

When Scope was introduced and first being experimented with, it often led to very static images, because some directors were inclined to compose the frame and then keep it on the screen.

This happened on every new advance; it happened when sound came in, because of certain technical problems that hindered that. And I think that people got enamoured with this big, big thing; they sort of felt maybe wide shots 'worked' better. But in fact we found we can do very quick cutting, and there's no problem at all. Also, I think there were very critical focus problems in the early days. I remember my husband telling me when he first started shooting in CinemaScope they had terrible focus problems. The lengths are very different and focus is much more critical, so probably people were afraid to move around too much, for that reason alone.

[On this film] the last shot was an extremely difficult shot for focus, they were doing it at 5 in the morning on the last day of shooting; Marty said you could hear a pin drop on the set because everyone was desperately hoping they would get it right, but they did, and it's beautiful.

Editorially, what did you learn from this film?

I'm very impressed with how the quiet threat of Cady is working so well; that it is a very distinct effort by Marty and De Niro. This is not a character who goes around waving guns in you face or knives or

But you think he might.

You get the terrible feeling of dread about him; I think it's quite amazing how they've managed to do that, it's hard to do I think, and sometimes when you're looking at the dailies you don't see how well it's going to work, until you get to see it cut together, and the accumulation of it is remarkable. Of course they've been carrying that around in their heads all the time. That's what they were aiming for. And then those few moments when he does unleash his potential power it's just triply terrifying because you've been dreading it for so long.

Because there is narrative – basically something happens before the family escapes to the river, where the final confrontation takes place, certainly the pace does quicken there.

When SPOILER BLOCK! SPOILER BLOCK! gets killed.

Yeah, the whole waiting in the house area is different in the sense that it's more narrative and more atmospheric, whereas the earlier part of the film people are talking more about their feelings. There's less of that here. You are seeing what people's feelings are and not hearing it, and so I think indeed that does build differently toward the end.

We got the ending cut first, and that's a big relief I must say. It's wonderful to know that you don't have a major sequence left to cut, when you get to the end you know you already cut the big sequence, it's a wonderful feeling. We spent quite a bit of time on that.

How long?

Almost five weeks cutting that half-hour, from the time they leave to go to the river. But it could come down some by the time we finish. It was very enjoyable but a lot of work. I'm glad we did it when we were fresh!

Have you the same affinity towards this genre as Marty, or are you a harder audience?

Yes, I think I am. I am not a person who normally enjoys thrillers. Marty has taught me a great deal about them over the years by showing me things on television, studying them. I'm not the kind of person who rushes out to see the latest thriller movie, but I would go if I heard it was good, or there was something interesting. So yes, I think I am a much tougher audience.

[But] no audience is tougher on Marty than himself. In the long run, whether something works on film or not, he is just ruthless. He never wants to live with anything that's half-assed and that's it, and that's a wonderful thing to be working for. Everything is a matter of life and death for him!

Update:

Schoonmaker is presently editing Scorsese's KUNDUN, a tale of the Dalai Lama.