Martin Scorsese, still struggling through his debut feature, years in the making, Who’s That Knocking at My Door?, recalled meeting Francis Ford Coppola in a loft on Great Jones Street. Coppola was in town to promote the New York opening of his first feature film, You’re a Big Boy Now, and had packed the loft with 40 or 50 young people, in denim, fringe, and beads—Scorsese had never seen this species at a Hollywood party, which, incredibly, this was. Scorsese was equally amazed by this guy Coppola. He had never come face-to-face with a director his age, a New York Italian-American like him who had made his own little movie and had written for the big Hollywood studios. Which one was this guy? Scorsese did not recognize in this new breed the complacency of what he thought of as a studio workingman. He saw in him the kind of filmmaker he himself dreamed of being: both of the system and an iconoclast. “You have to want to make a film so badly,” Coppola told the crowd that night on Great Jones, “that you would kill for it.” That’s me, Scorsese thought. I want to make Hollywood films—my own kind. “He’s like the older brother,” Scorsese said.

Steven Spielberg was just a film student at Long Beach State, almost 21 years old, when he heard Francis Ford Coppola was at Warner Bros., directing his next movie, the Fred Astaire musical Finian’s Rainbow—and “his door was open to any young film student anywhere in the world. You can just walk in and meet Francis.” To sit and talk about movies with a young filmmaker in his own office at Warner Bros.? Spielberg was nervous. He had first met Coppola through actor Tony Bill, who had appeared in You’re a Big Boy Now, but suspected he and Coppola didn’t dream in the same vernacular. Spielberg’s tastes were by his own estimation slightly old-fashioned; he didn’t love the European “art” filmmakers with the same passion as his friends did; he loved classical Hollywood, David Lean, Michael Curtiz, “and I didn’t think there would be room for me.” But Coppola, in his Warner Bros. office, took the time to listen. “That was a blessing in those days,” Spielberg said.

“He’s like the older brother,” Martin Scorsese said of Coppola.

And there was another young filmmaker.

A solemn little kid in glasses, “standing there in his black chino pants, white T-shirt, and white sneakers day in and day out,” an observer of George Lucas recalled. “He had a little goatee and looked like a backroom engineer. He was just very quietly always there, watching, looking, and listening.” He had been hanging around the Finian’s Rainbow set “bored out of my mind,” thinking, This is just another big, dumb Hollywood musical, when Coppola at last looked up from his work and saw him, the only other guy at Warner Bros. with facial hair. In a way, almost a skinny version of him. He went over.

“Hi,” Coppola said. “Whatcha lookin’ at?”

“Nothin’ much.”

“How come you’re here?”

George Lucas was there on a scholarship, he said. He’d hoped to put in some time in the animation department, he told Coppola, but the place, like most of Warner Bros., was empty, drafting boards and chairs. Even Jack Warner, Lucas heard, had sold his interest and left.

“I heard a U.C.L.A. student was shooting,” he added, “so I thought I’d take a look.”

“Well, if you want to come and be part of this, you’re welcome. On one condition.”

“What’s that?”

“You have to come up with one brilliant idea a day.”

George Lucas on the set of American Graffiti (1973).

For instance, those dancing leprechauns. Coppola had to shoot them gallivanting around a pot of gold. To finesse the obvious challenge, Lucas suggested Coppola cast normal-size actors, use an oversize pot, and shoot the scene with an anamorphic lens turned vertically to create a “squishing” effect. Wow, Coppola thought, this kid has talent.

“You have to want to make a film so badly,” Coppola told the crowd that night on Great Jones, “that you would kill for it.”

As agreed, Lucas came up with brilliant ideas, one a day, but three days of singing and dancing leprechauns later, Lucas couldn’t wait to leave Hollywood. In six long months, when his Warner Bros. scholarship finally ended, he intended to go back to U.S.C., finish his master’s degree, and then move back up to San Francisco, where (if he was lucky) he’d get work shooting commercials and educational films to finance what he really wanted to do: make avant-garde films.

Coppola had to agree: he didn’t want to be there, either.

Julie Harris, Karen Black, and Peter Kastner in the 1966 film You’re a Big Boy Now.

As he had with You’re a Big Boy Now, Coppola had rehearsed Finian’s Rainbow like a play: six weeks (paid) with a full cast and a one-night-only performance, in the round, outdoor at Warner Bros., for friends and family. (Coppola’s father, Carmine, brought his flute to join his son’s orchestra.) Coppola said, “By doing this, the camera schedule, which could have taken double or triple the time, has been trimmed to 13 weeks for a tremendous saving, possibly $3,000,000 to $5,000,000.” Even still, he faced serious opposition. Harried by studio restrictions and sets (he wanted to be shooting on location), the stodgy taste of senior crew people, and the implacably outdated material, Coppola couldn’t bring Finian’s Rainbow to life. He wanted to be doing his own thing, working on other ideas, like The Conversation or The Rain People, which he had begun writing. Why wasn’t he? It was the offer to direct a movie with such a musical pedigree; it would make his father proud, his “Achilles’ heel,” Coppola said. Those incredible songs … “I thought, ‘What would my father think?’ My father would finally think that I was a success. My father would finally accept me as someone who had sort of made it, which is something that he had wanted all his life.”

An Italian Opera and a Comic Book

Coppola’s office on the lot—which other film-school graduate had one?—became the unofficial clubhouse for their generation of Hollywood up-and-comers: Lucas, John Milius, Caleb Deschanel … Ron Colby, a friend of Coppola’s from Hofstra … Carroll Ballard, whom Coppola hired to shoot the terrific opening sequence for Finian’s Rainbow … They had plans. Coppola’s success made them seem possible. Milius was talking about Apocalypse Now, which maybe Lucas would direct … Ballard was talking to producer Joe Landon about directing a film version of Heart of Darkness … And always, always asking could they do it cheaper, faster? How could they get a camera, get a Moviola, and really go to work? What if they owned their own equipment? The cameras were smaller, more portable than ever. They could even be like a studio but not at a studio. They would have power: Francis, the gang asked him, which director do you admire most?

“Would you believe Howard Hughes?”

“I consider myself a very romantic human being,” Coppola would say, “and I really feel I was well suited to do this project,” Finian’s Rainbow. “But it’s not my personal kind of filmmaking, which I may never depart from again, by the way.” Lucas would sit there, saying nothing, hands in his pockets. “I’m disgruntled,” Coppola confessed. “I could make a lot of money by just grabbing up three pictures and having writers write them and having cutters cut them, and just—zoom—go right through them. I could pile up about a million dollars, which I would surely like.”

Coppola in 1962.

But which came first, the pictures or the money? They would chicken-and-egg that one for hours (with Coppola doing most of the talking). You do not wait for permission, Coppola taught them. You just go. And when the studio execs find out you’re making a movie, they’ll fall all over themselves to buy in. But if they lay out the money first, Coppola advised, they’ll own you. That was the whole problem with, say, Warner Bros. They don’t hire you because they want you; they hire you because they want you to work for them. New ideas, the very essence of creation, innovation, civilization, and happiness, they all sound crazy to studio executives. Most are paid not to take chances. But they didn’t know the history of the world. They didn’t know all visionaries begin as misunderstood; they haven’t yet changed the world to match their vision. “What I’m thinking of doing, quite honestly, is splitting,” Coppola would tell the press. “I’m thinking of pulling out and making other kinds of films. Cheaper films. Films I can make in 16 mm. No one knows whether there’s a valuable market for that kind of film yet.” All Coppola and his fellow filmmaking aspirants had was talent, but maybe that was enough. Maybe they really could make money and change the world … “The establishment wants no part of the young filmmakers,” Coppola would say, “and the young filmmakers want no part of the establishment.”

Spielberg, nearly eight years younger than Coppola, was intimidated by the big ideas coming from Francis and his cohort, their talk of revolution. He was, he said, “a young anachronism. And I didn’t think there would be room for me because I did see that the times they were a-changing, and maybe I was too old-fashioned, even at 20 years old, to be a part of those times.”

Coppola had an office on the Warner Bros. lot when Steven Spielberg, pictured here with Roy Scheider on the set of Jaws, was still a film student at Long Beach State.

But Coppola and Lucas were different. They were at odds with the world without. The system depicted in Lucas’s dystopian debut, Electronic Labyrinth: THX 1138 4EB, was twinned to their Hollywood nightmare, the imagined consequence of social and emotional oppression; so, too, was isolation in Coppola’s script for The Rain People, about a woman alone, and his gestating tale of privacy and paranoia—titled, maybe, “The Secret Harry,” “The Personal Harry,” “The Unspoken” ( … and, finally, The Conversation) …

He wanted to be doing his own thing, working on other ideas, like The Conversation or The Rain People, which he had begun writing. Why wasn’t he?

But, first, Finian’s Rainbow, a mistake, as Coppola told the gang in his Warner Bros. office, he vowed never to make again. “A lot of us were involved with those discussions about how to get through Finian’s Rainbow,” Ballard recalled. For his part, Coppola would not see Finian’s postproduction to completion. Instead, he would finish writing and then go out and direct The Rain People, the script, paid for by Seven Arts, that he had put aside to direct Finian’s Rainbow—just as the pregnant heroine of The Rain People leaves her life and husband behind to … go where? It didn’t matter; not to the fictional Natalie, not to Coppola, as long as they did it together, an adventure in filmmaking on their own terms—with George Lucas as his assistant. “By then,” Coppola said, “he was like a kid brother, so I wanted him—and he wanted to go on this adventure. We were going to get a van and make a camera van and go across the country.”

Coppola (atop the ladder) with Robert Duvall (third from left), Shirley Knight (fifth from left), James Caan (on motorcycle), and the crew of The Rain People (1969).

“Francis’s attitude was, ‘We’ll just start making it and they’ll have to catch up with us,’” Lucas said. “So he put up some of his own money”— about $20,000 or $30,000, Coppola estimated—“and got us going. We started casting and scouting locations and hiring an art director and doing all kinds of things before Warner knew what was going on. Finally, [Coppola] just said, ‘Look, you’re either going to make this movie or not.’”

“Well, you know,” Francis mused to George, “we could get money in the budget for you to do a documentary on the making of the film, but really you could be writing your script”—the script being a full-length version of THX 1138. So it was that the Coppola Company, on January 30, 1968, offered George Lucas his first screenwriting deal: $2,500 for a treatment and first draft.

Lucas insisted he couldn’t write. He hated writing.

“You’re never going to be a good director unless you become a good writer,” Coppola advised him.

“Francis, I can’t write a screenplay.”

“Sure you can.”

“But this is not my thing.”

“You have to learn how to do this.”

“He always said we were the Trojan horse,” Milius recalled, “but that wasn’t quite true, because he was inside opening the gate. None of those other guys—Lucas, Spielberg, all of them—could have existed without Francis’s help. And his was a much more interesting influence than theirs. Francis was going to become the emperor of the new order, but it wasn’t going to be like the old order. It was going to be the rule of the artist.”

“We had the big preview of Finian’s Rainbow today,” Jack Warner cabled Coppola, care of the Paradise Motel, “and the picture went over fantastically. I could see the wonderful touch and the warmth you personally put into the film. This is just the beginning of a very important future that will rank among the tops.” But what kind of future, Warner had no clue. By the end of June, after five full weeks of living and working in Ogallala, Coppola’s editor, Barry Malkin, worked out a rough cut in the back of the Dodge. It was apparent, foremost to Coppola, that “he could make a film studio anywhere,” Coppola’s wife, Eleanor, said. “In fact, they wanted him to stay and make a studio right there.”

Coppola, too busy wrapping the movie to accept an invitation to speak at the California Council on the Arts Conference in San Francisco, sent an associate in his stead. “Hi,” Coppola’s emissary—“this rather thin, young guy in blue jeans and tennis shoes”—greeted fellow panelist, filmmaker John Korty, moments before the conference began, “I’m George Lucas.” Lucas took a seat at the table behind the name card Francis Coppola and proceeded to speak, “mainly about what Francis had been doing,” Korty said, “trying to break out of the system in various ways,” driving across the country, shooting, learning, cutting as they went. “We obviously had a lot in common right there,” he observed.

You do not wait for permission, Coppola taught them. You just go. And when the studio execs find out you’re making a movie, they’ll fall all over themselves to buy in. But if they lay out the money first, Coppola advised, they’ll own you.

An independent filmmaker in the little Northern California town of Stinson Beach, Korty was already a giant step ahead of them: “I mean the idea of going to Hollywood or being part of the film industry never really occurred to me,” he said. “I was interested in filmmaking the way someone gets interested in carpentry. I was like, oh, there’s a camera. It was the tools and it was the craft, and I didn’t mind being responsible for my own financial future in it, whether it was making commercials or whatever.” Five years prior, he’d finally made a move. “I was in this tiny apartment in Brooklyn Heights,” he said, “and was actually going through a divorce with my first wife, and I wanted to go to Northern California. I was very clear that I didn’t want to go to Southern California. Everything I heard about San Francisco sounded like my kind of place. So I came out. I packed up and I drove a VW bus across country in the winter of ’63, got a place in Stinson Beach, California. A wonderful old house right on the beach …”

Screenwriter John Milius, 1974; director John Korty, 1977.

Korty soon found out he could make five-minute animated films, on his own—the design, animation, music, photography, everything—in about five minutes, which led to “Breaking the Habit,” which he submitted, on a lark, for Oscar consideration, in 1965; it got the nomination. His first low-budget feature, The Crazy-Quilt, followed in 1966, and another, Funnyman, came a year later—all “little soulful independent movies,” as Lucas would describe them—and, remarkably, they were actually making money, not a lot, but enough to keep Korty working in the studio he made out of the big old garage by the ocean he rented for $150 a month.

As soon as the panel in San Francisco ended, Lucas grabbed Korty’s arm. “Come on. We’re gonna call Francis.” They found a phone booth downstairs. Lucas dialed, and Korty observed the Lucas version of enthusiasm.

“Francis,” he told the phone, “I just met John Korty and he’s doing exactly what you said you wanted to do and we’ve got to get together …”

“That’s it,” Coppola said from Nebraska. “That’s what we should do.”

Lucas hung up and faced Korty. “As soon as Francis is done, since he is on the road anyway, he’ll come and see you in Stinson Beach.”

Coppola with Cynthia Wood on the set of Apocalypse Now (1979).

Days later, Rain People in the can, Coppola, Lucas, and Ron Colby, along with Eleanor, and Coppola’s sons, Roman and Gio, caravanned their (now beat-up) station wagons 1,370 miles west from Nebraska to the Pacific Coast Highway and down to Stinson Beach. They arrived at Korty’s barn on the Fourth of July. “It looked terrible on the outside,” Korty said—there were literally holes in the wall—“but inside we had an editing room with the first 355 Steenbeck on the West Coast, a screening room with two 35-mm. projectors, and Nagra tape recorders for taking sound. Francis and George walked in and their mouths dropped open.”

“This is what I want,” Coppola announced.

Lucas and Colby were in complete and instantaneous agreement. “And it just seemed like such a perfect environment,” Colby said, “because it was like you’re being a writer in the country, but yet you have the tools …”

Never one to miss a ritual celebration—the joyous convergence of community, tradition, and living theater—Coppola had come prepared with fireworks, which they shot up, throughout dinner, and colors rained down onto the barn.

Coppola with Lucas on the set of Lucas’s directorial debut, THX 1138 (1971).

“We’re gonna be back Monday,” Coppola assured his new friend Korty. “We’ll be back Monday and we’ll go look for a place and we’ll get this place and we’ll all be together in this big filmmaking community.”

The search for their headquarters began, taking them to West Marin, and someone mentioned how beautiful Bodega Bay was, “and they had fishing boats and things,” Korty added, so off they went to the seaside village where Hitchcock had shot The Birds five years earlier.

“That’s it,” Coppola announced. “We’ll set up a studio in Bodega Bay.” Korty laughed. “Francis, it’s over two hours from the city …”

The difference between Francis and George, Korty thought, is the difference between an Italian opera and a comic book. Coppola had, in his imagination, already moved into their headquarters on the sea, his children at his feet as he expounded philosophically on Herman Hesse and Orson Welles with writers and musicians, photographers and singers, gamblers and architects …

“He always said we were the Trojan horse,” Milius recalled, “but that wasn’t quite true, because he was inside opening the gate. None of those other guys—Lucas, Spielberg, all of them—could have existed without Francis’s help.

In another reality, Malkin, was moving back to New York with The Rain People still in cans.

“Do you know anybody that knows anything about sound?” Coppola asked Lucas.

“I know just the guy. He’s a genius.”

Coppola and Knight on the set of The Rain People.

Walter Murch. Now graduated from U.S.C. Film, and expecting his first child with his wife, Aggie, he lived on Cheremoya Avenue in Hollywood, not far from where he was cutting commercials at Dove Films, Haskell Wexler’s company—which is where Lucas introduced him to Coppola in the summer of 1968.

“Come with us up the street,” Coppola said to Murch, “and have a look at this new computerized editing system.”

Computerized editing? Computers?

Coppola was shopping. That day, he and Murch had a good look at the CNX Memorex system, with its crappy black-and-white picture, its intolerance for more than five minutes of footage at a time. A very good idea, they agreed, but not yet up to snuff. In a flash, Coppola was in Cologne, Germany, at Photokina, a film-equipment fair, where he discovered “a candy store of technology,” bought an Eclair PR, “a very beautiful camera,” he said (lightweight, quiet, 16 mm.), and beheld the new array of Steenbecks and KEMs, far better suited to the mixing of sound elements than anything else in Hollywood.

Coppola with wife Eleanor, mother Italia, father Carmine (far right), sons Roman (bottom left) and Gian-Carlo (center) at the 47th Annual Academy Awards. His 1974 film The Godfather: Part II won six Oscars that night, including for best picture of the year.

“God, we can have our own mix studio,” Coppola recalled thinking. “And so I kind of went all crazy,” he said. “And I figured, well, I’m going to sell my house. I’ll have enough money. So I don’t know how much money I went in the hole.” Following a trip to Denmark, to Klampenborg, Coppola pressed his nose to the lustrous windows of Laternafilm, a villa on a hill by the sea.

Coppola was awestruck by the people, their process, the life. Its cohabitants had transformed their mansion into a filmmaking collective, “a Korty-like existence,” as Ron Colby put it, of administrative offices, a garage turned into a mix studio, bedrooms changed into editing rooms, each with its own Steenbeck, beautiful zoetropes, and other antique film artifacts—and outside, in the garden, in the perfect picnic spot, they were treated to salmon and herring and aquavit and beer. This is heaven, Coppola thought, this is paradise. To make movies surrounded by lovely colleagues in a beautiful place with all this equipment by the sea.

Coppola outside Zoetrope Studios, 1982.

Returning to Los Angeles, Coppola was “in a daze.” He sold off his summer house and home in Mandeville Canyon, started buying film equipment, and poured the vision into Lucas: “We’ll have a place out in the country and we’ll make the bedrooms editing rooms and we’ll discuss the script in the garden and we’ll have lunch together and there’ll be all these young people working there.”

Lucas could see it, too: a Victorian estate, maybe, whirring with splicers and sprocket clicks, in the woods just outside San Francisco …

“Then,” Coppola added, “we’ll be independent …”

“The Wheel of Life”

All they had was a name. Lucas had pushed for “TransAmerica Sprocket Works,” but Coppola chose “American Zoetrope.”

“Zoetrope,” for the 19th-century optical toy Coppola was gifted at Laternafilm. “I thought it would be a good symbol,” he said. A primitive miracle of physics and cinema, the zoetrope—relative of the magic lantern that was the symbol of Laternafilm—condensed many facets of the Francis Ford Coppola dream: technology and art, egalitarianism (anyone could work a zoetrope; you just had to spin it), and transformation: zoe is Greek for “life,” and trope means “movement, turn, revolution.” The revolutions Coppola had in mind were not political per se. “It’s the wheel of life,” he said of the zoetrope. “The whole idea of our company was that everybody—all the filmmakers—could do whatever they wanted.” That couldn’t happen in a union town.

Lucas on the set of THX 1138.

With The Rain People still in postproduction in Los Angeles, Coppola’s frustration with the Hollywood way only mounted. Lucas’s THX 1138 was turned down first by Warner Bros. and then, late in December—after the Academy screening of Lucas’s documentary short, “Filmmaker,” about the making of The Rain People—by United Artists. “Despite many clever things in the screenplay,” concluded UA’s Herb Jaffe, “I think it becomes very redundant and boring, and while I think Lucas is a man to be reckoned with, I don’t think THX 1138 is for us.”

Warner Bros. was, at the moment of its turning down THX 1138, transforming. Effective January 1969, the Kinney National Service (its specialty: parking lots and funeral homes) had put the final touches on its studio takeover. Out went 18 of 21 older executives and in came, as head of production, a spick-and-span cool customer, 39-year-old John Calley. He was the new breed, inmate not asylum, or at least wanted it to seem that way. “He was so hip,” Peter Biskind wrote, “he didn’t even have a desk in his office, just a big coffee table covered with snacks, carrot sticks, hardboiled eggs, and candy.” (Jack Warner had cigars.) Calley wore—like the directors, writers, actors—jeans, as if he were one of them. He read books! Flaunting his friendships with talent—he and Mike Nichols were truly close—Calley understood that in post-studio Hollywood, where long-term contracts were a thing of the past, mutual loyalty was the coin of the realm. It was who you know. He said, “What [Warner chairman] Ted [Ashley and I] were trying to do when we got there was create a universe in which directors felt that they could come to us with projects and say I want to make it and they would either find support, or we would help them find support in the purely business and technical aspects of producing a film, but that, in the main, we favored the creative input of filmmakers rather than producers.” They would be openly hands-off where Robert Evans, their young competitor at Paramount, was covertly hands-on. “I thought that the studio system was ridiculous,” Calley confessed (though he had to admit it was efficient where independent film was slow, erratic, chaotic).

Coppola and Lucas on the set of Star Wars (1977).

Well before the first day of the new regime, Lucas was itching to bring them THX 1138. “Come on,” he implored Coppola. “We’ll get this thing made.”

“We gotta wait a while until these people show up for work.”

In his own office at Warner Bros.—spying distance from Calley—Coppola ran cuts of The Rain People for Carroll Ballard and John Milius, who had himself been making slow but steady progress—no script yet, just notes—on Apocalypse Now.

This is heaven, Coppola thought, this is paradise. To make movies surrounded by lovely colleagues in a beautiful place with all this equipment by the sea.

“How much do you need to live for a year?” Coppola asked Milius.

“Fifteen grand.”

“I think I can get it for you.”

As he had on The Rain People, Coppola convinced Lucas to begin pre-production—at least in his own mind—on THX 1138, though he had no deal. “We’ll just pretend like we’ve already started it,” Coppola advised, but before Lucas could look, Coppola leapt, and charged Ron Colby, Hofstra pal, with casting the picture … and called Robert Dalva, a friend of Lucas’s from U.S.C., to edit …

Coppola’s Citroën DS outside Zoetrope Studios, 1982.

Across town from Warner Bros., lazing with Ballard on a sailboat off Marina del Rey, Coppola asked, “What do you think about going to San Francisco?”

“Well, just think of Caesar,” Ballard answered. “The first move that Caesar made was to leave Rome and to get out of the hotbed and go out there and gather your army and then come back when you’re strong.”

A few weeks later, Coppola finally reached out to Calley. A jokey telegram: “Shape up or ship out.” Coppola had timed his approach perfectly. Presenting his idea for American Zoetrope and the hoped-for future of film, he found Calley receptive.

What Coppola offered Calley/Warner Bros. in American Zoetrope was a package of assembled filmmakers and scripts and, further, relationships with the future of film in the form of Milius (whose idea for Apocalypse Now intrigued Calley), Lucas (“who everybody thought was extraordinary”), and others from U.S.C. and U.C.L.A.—and of course Coppola (“as the parental figure,” Calley said), who would supervise all in San Francisco. In a way, Calley figured, Coppola’s proposal was not outlandish. While in Mexico, making Catch-22 with Mike Nichols, he had been early to see Easy Ridera giant hit, economically produced, in a similar fashion, by BBS for Columbia—which struck Calley as a successful proof of concept for Zoetrope, “a way of doing films,” he said, “that was not traditional.”

Warner Bros. was in. Seven scripts. Coppola’s lucky number.

Coppola burst into the little theater on Beach Street, where Lucas was casting THX 1138, with the incredibly good news: “George, I gotta tell you, we succeeded.”

Actors, waiting to be seen, looked to Coppola, baffled.

“Not only did I get THX off the ground, but I got six other movies off the ground. I even got that film that you and John are working on, Apocalypse Now, I got that off the ground, too. I got seven movies! And I got a go-ahead to do THX! We’re on our way, and they’re gonna fund American Zoetrope!”

Sam Wasson is the author of several books about Hollywood, including The Big Goodbye: Chinatown and the Last Years of Hollywood, and a co-author of Hollywood: The Oral History