Ahead of his first movie in 15 years, ‘Rules Don’t Apply,’ Beatty and his former costars reflect on the charming and revered man of mystery

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Hollywood is a place of make-believe and artifice. But in real life, Warren Beatty lives the way that we imagine movie stars do — in a sprawling gated estate perched atop Mulholland Drive. The breathtaking views stretch to the Pacific and look down on the glittering nighttime jewel box of Los Angeles. The air is thick with the scent of eucalyptus. And despite its sheer size, the home, which the 79-year-old designed himself and shares with his wife of 24 years, Annette Bening, and two of their four children, still manages to feel cozy and lived-in.

It’s here that EW caught up with the Hollywood icon (and Scout, his hulking Landseer Newfoundland) in advance of the Nov. 23 release of his latest film, Rules Don’t Apply. Set in 1958, the movie is a comedic love story about two naive Tinseltown newcomers (Lily Collins and Alden Ehrenreich) who get swept up in the controlling web of eccentric billionaire Howard Hughes (Beatty). It’s the first project that Beatty has written, directed, produced, and starred in since 1998’s Bulworth, and he’s eager to discuss it. But over the course of seven hours, our conversation takes countless detours that span his entire six-decade career — a career that’s earned him 14 Oscar nominations and includes such classics as Bonnie and Clyde, McCabe & Mrs. Miller, Shampoo, Reds, and Bugsy.

Beatty is a man about whom much has been written (his flirtations with political office, his high-profile seductions and love affairs), and he’s careful about what he says and how he says it. But throughout the afternoon and deep into the evening, the stories eventually begin to spill out — slowly at first, then in rushes. Still, one person can say only so much, and his career has intersected with some of the most famous Hollywood names of the past six decades. So EW spoke with many of his costars and collaborators to get the full story on the real man behind the myth.


Credit: Everett Collection

Beatty made his movie debut opposite Natalie Wood in 1961’s Splendor in the Grass, a tinderbox drama about sexual repression and social propriety — a theme he revisits in Rules Don’t Apply. The kid brother of the already famous Shirley MacLaine, Beatty received a Golden Globe for Most Promising Newcomer.

WARREN BEATTY: I had a very lucky start. I was lucky to go and study with [famed acting teacher] Stella Adler. I had gotten a contract at MGM for $400 a week, which was more money than I thought existed. And I was very fortunate that I did my first movie with Elia Kazan—Splendor in the Grass. There was no better director for actors.

DIANE KEATON (Reds): I remember being in high school and seeing Splendor in the Grass and going, “Oh my God!” Natalie Wood and Warren. And, of course, he was sooo pretty. Like, the prettiest guy I had ever seen.

BEATTY: It’s so interesting that people thought Natalie and I had a relationship on the film. Our relationship began after the movie was out. I’ve had so many things written about me that are filled with such invention. But there were very few times when I’ve minded being famous. I remember after Splendor I was walking out of a hotel in New York and there was a crowd of people, and one young girl, who was particularly happy to see me, said, “Wow, you’re Warren Beatty! I can’t believe it… You’re nothing.” And I thought, Hmmm, that’s a learning moment. I also thought it was rude. [Laughs]

His early films (The Roman Spring of Mrs. Stone, All Fall Down, Lilith, Mickey One, Promise Her Anything) show a young man with his eye on the bigger picture: soliciting advice, gaining experience, and hungering for a seat at the power brokers’ table.

BEATTY: Right away I became interested in how things got done. And I was lucky enough to be introduced to a generation of filmmakers like Sam Goldwyn, David Selznick, Darryl Zanuck, and Jack Warner. They invited me to parties and I went. I don’t know what they saw in me. When we were doing The Roman Spring of Mrs. Stone, Vivien Leigh had just split up with [Laurence] Olivier, and there was no baloney about her. I remember I had dinner one night in Paris with her, Marlene Dietrich, and Noël Coward. And that was the night I found out I was allergic to oysters. I threw up three times. In truth, I did not projectile vomit in their presence. I excused myself seven or eight times. Needless to say, I don’t think they were very impressed.

EVA MARIE SAINT (All Fall Down): When you say “Warren Beatty,” I just have to smile. I don’t think he’d done many movies before, but he was eager to please the director, John Frankenheimer, who was demanding.

GENE HACKMAN (Lilith): Warren and I met for the first time on Lilith. Between takes he would ask director Robert Rossen why he was doing certain masters, tracking shots, and setups. Warren’s interest in the technicalities of filmmaking impressed me.

BEATTY: At that time, I wasn’t choosing parts as much as choosing people: actors, directors, producers. I learned a tremendous amount. By the time I made Promise Her Anything with Leslie Caron, we were already together. I was a big fan of her in An American in Paris and Gigi and Lili. She had split up with her husband — I think people tried to make it into something scandalous, and it wasn’t. Around the same time, I’d started a movie called What’s New, Pussycat? I’d gotten Woody Allen to write the screenplay. And I wanted to do the movie with Leslie. But the producer wanted another actress. And he owned the movie. So I moved on and thought, Okay, I’m not going to go through that again. I wanted to be in control. And that’s what led me to produce Bonnie and Clyde.


Credit: Everett Collection

Six years after his star-making debut, Beatty fired what was arguably the first shot of the New Hollywood revolution with the controversial, bullet-riddled love story Bonnie and Clyde. The 1967 film was a smash and received 10 Academy Award nominations, including two for Beatty: Best Actor and Best Picture.

BEATTY: I thought Leslie [Caron] should make a movie about Edith Piaf, and we met with François Truffaut in Paris. He didn’t want to make a movie about Edith Piaf, but in passing he mentioned that I should really do this movie about Bonnie and Clyde, which he’d been thinking about doing at one point. So I called one of the writers, Robert Benton, and had him send the script. I was afraid to direct it and I wasn’t thinking about playing Clyde Barrow. I was thinking of Bob Dylan for the part. Then, gradually, I thought maybe I wouldn’t be bad. I was turned down by 11 directors before Arthur Penn said yes.

HACKMAN: My experience was highlighted by a number of brief but important moments with Warren, who supported me mightily in Buck Barrow’s death scene — along with his enthusiasm for my telling the [film’s famously corny] “Don’t sell that cow” joke. Warren gave support to everyone in the cast. We felt we had a real ally. Not intimidated by the front-office brass, he also shrugged off the old-timers who would have much preferred a three-piece-suited, cigared, potbellied producer.

BEATTY: Time magazine just panned the hell out of Bonnie and Clyde. And four months later they put it on the cover. It did disobey rules. There are times when the rules no longer apply. And in those days, you could open [a movie] in a couple of theaters and go for three months. What would happen if Lawrence of Arabia were made today with an unknown Peter O’Toole and he’s out in the desert with another guy and a camel?

Off the success of Bonnie and Clyde, Beatty would leverage his newfound capital to explore the dark themes of a turbulent decade in Robert Altman’s 1971 Western McCabe & Mrs. Miller and 1974’s conspiracy thriller The Parallax View.

KEITH CARRADINE (McCabe & Mrs. Miller): Altman always invited the actors to come to dailies. And after, Warren came up to me and said, “You were just terrific, what you did. Welcome aboard.” And I have to say, I have never felt more welcomed into the rarefied atmosphere of the A list. I was 20. And I’ve never forgotten it.

BEATTY: We were scheduled to start The Parallax View and the script was…well, we were clearly not going to do the script as written. And then about two weeks before the movie was supposed to start, there was a writers’ strike. So Alan Pakula and I wrote it as we went along.

PAULA PRENTISS (The Parallax View): We shot a lot of takes because Warren was very interested in how the scene was going to play. You always felt that Warren was very specific and particular about the whole film. He certainly knows how to pay attention to the things that make the movie better.


Credit: Everett Collection

Beatty’s onscreen triumphs in the second half of the ’70s (like 1978’s Heaven Can Wait, for which he became the first person to be Oscar-nominated for writing, producing, directing, and acting in the same film) were often overshadowed by his growing legend as an offscreen Tinseltown seducer. It’s an image he takes issue with, but one that he sent up brilliantly in 1975’s sex-fueled L.A. satire Shampoo, about a hairdresser frantically juggling his lovers.

BEATTY: I think there were people who thought when I did Shampoo, they were like, “What is he trying to do, show us how sexy he is?” Well, I thought of my character as someone who couldn’t perform. He was exhausted, out of gas.

LEE GRANT (Shampoo): As the character, I was shaking with desire to see this hairdresser who I was having an affair with. I just wanted to get him home and get him upstairs and have sex. It had taken over everything, my hair and my nerves and my life and my vagina. I was consumed with Warren. I remember he came into my living room one New Year’s. I had 100 people in my apartment. And 50 pairs of knees just buckled at the same time. It was like a hypnotist who can cast a spell. He absolutely had that power.

KEATON: I remember being at the Beverly Wilshire Hotel [in the early ’70s]. I was in the drugstore in the lobby and I saw him. I just thought, Wow, I think that’s Warren Beatty! Even though I was in my 20s, I was overwhelmed. He lived there in the penthouse. And, you know, I started going out with Warren years later, and I remembered that it was such a tiny little apartment, and it was filled with books. Everything about him was just so fascinating and unusual and unexpected. He wasn’t like anybody else ever.

BEATTY: I don’t understand this playboy bachelor image of me. I had something like seven years with Julie [Christie]. I had five years with Diane. I had two years with Natalie. I had three years with Leslie. What do you mean, exactly? What happens is, fame gives you access. So you’re lucky enough to be exposed to these very admirable women. I consider it part of my feminism that I felt from having a feminist sister and a feminist mother and being attracted to women who were feminists. What a great gift to have access to these friendships.

DYAN CANNON (Heaven Can Wait): He walks in the room and you’re like, “Whoa, who is that?” Because of his looks. But then he backs it up with his stuff. I remember a phone conversation I had with him a couple of years ago. He was looking out his window, and there was a tree that blocked his view. He had that tree moved. Not chopped down. Moved. That’s Warren Beatty.

BEATTY: I was preparing Heaven Can Wait because I had a good friendship with Muhammad Ali and I thought he would be very good in that movie. By the way, he would have. He just didn’t want to quit fighting, and I said, “If you don’t quit, I’m going to change it to a football player and play it myself.”

CHARLES GRODIN (Heaven Can Wait): He came up to me at one point and said something that I interpreted as meaning that he wondered if my humor was appropriate to the movie. I said, “If I were you, I really wouldn’t concern myself with my humor, but I would give some thought to maybe you should be funnier.” Then, without missing a beat, he says, “You got any ideas?”


With Ronald Reagan in the Oval Office, Beatty released his most personal (and most daring) film with 1981’s Reds, an epic love story starring himself and Diane Keaton about the American Communist movement. It would earn him his first Oscar, for Best Director.

BEATTY: Heaven Can Wait made a ton of money. And Shampoo had been a big hit. I’m thinking: This is the time to make this movie that otherwise couldn’t get made. So I went to Paramount and said, “I’m going to make a three-and-a-half-hour movie about a Communist who dies.” And the head of the studio said, “Take $30 million, go to Mexico, make a movie for $1 million, keep $29 million for yourself. Just don’t make this movie!” And I said, “I’m sorry, but I’m going to make it.” And they stepped up to the plate.

KEATON: I haven’t seen Reds in 20 years. I just remember that performance as being… well, you talk about attention to detail. That was the most unusual acting experience I’ve ever had. He had to do at least 30 takes for every setup. He was completely consumed by the project.

BEATTY: Diane’s something. And Jack [Nicholson] wasn’t supposed to be in the movie. But I needed someone to play Eugene O’Neill. It had to be someone who could convincingly take Diane away from me. And when I told this to Jack, he just smiled and said, “Who else?”

HACKMAN: Working with Warren on Reds, I think I disappointed him, although he never said so. After repeated takes on one scene — how many, I lost count — he calmly moved on, saying, “Print numbers 7 and 12.” The fact that I hadn’t solved the character was never brought up.

BEATTY: [Starts to tear up] Gene said that? He’s wrong! He had a temperature of 102 and he flew all the way over to London to do this one scene where he just talks his ass off. With Hackman, you do more takes because, who knows? But I knew I had it. I never worked with a better actor.

During the first year of Reagan’s presidency, the Cold War with the Soviet Union was heating up. It didn’t stop Beatty from screening Reds at the White House.

BEATTY: I was quite friendly with Ronald Reagan. I didn’t agree with him, but I liked him very much. And he invited me to bring Reds to the White House. During the intermission we walked outside and he said to me, “I really don’t understand how anyone could be president today without being an actor.” He wasn’t joking.

Beatty finally had his statuette, but he wouldn’t be as lucky with his follow-up, the 1987 comedy Ishtar costarring Dustin Hoffman and directed by Elaine May. Savaged by critics, it is still considered an infamous flop.

CAROL KANE (Ishtar): Warren called me up to play Dustin Hoffman’s girlfriend in Ishtar. I knew Warren because I’d worked with Jack Nicholson on Carnal Knowledge and The Last Detail. Jack used to call Warren “The Pro.” Ishtar‘s not as notorious [a flop] as Heaven’s Gate, but it’s in the same ballpark. It was just sort of like, Okay, we’re going to cut you down to size.

BEATTY: Nobody likes to fail. I have never known of a situation like Ishtar, where the new [studio] management who came in wanted to destroy their predecessor’s movie. Elaine May is as smart and as funny as a person can be. She once said if half of the people who attacked Ishtar had seen it, she’d be a rich woman. There will be a time when Ishtar will be looked at again and be seen for what it is — which is a very quirky, very good little comedy.

He would rebound with 1990’s Dick Tracy — a color-crazy pop spectacle that made more than $100 million and anticipated the Age of the Comic-Book Movie.

Credit: Everett Collection

MANDY PATINKIN (Dick Tracy): I needed money. I needed to pay the rent. And Warren gave me this great job on Dick Tracy [as pianist 88 Keys], and it rescued me financially. I remember being nervous, and I’ll never forget, he leaned in to me while we were singing the song at the piano, and he said, “You can’t do anything wrong. You can’t make a mistake. Whatever you do is great.”

BEATTY: I was asked to do Superman — the one that ended up with Christopher Reeve. I was living at the Beverly Wilshire and I called down to my assistant and said, “Go out and get me some long underwear.” I put them on and looked in the full-length mirror and went to the phone and called my agent and said, “Pass.” I thought Dick Tracy could be interesting with all of the primary colors, the comic-panel look. It wasn’t Superman or Batman, but it did well.

PATINKIN: We did a scene with myself, Al Pacino, and Madonna. She had been, the night before, partying or doing a music video. And he was trying to get a certain performance out of her. Madonna was saying, “Oh, let’s stop, it’s enough.” Sort of whining a bit. And Warren just went over to her and very quietly and gently said, “Okay, we can stop, that’s fine. I don’t have it, but we can stop.” And she lit right up like a Roman candle. She just woke her little butt right up and started delivering. Within moments he had exactly what he wanted. He knew her like a racehorse.

BEATTY: She’s a huge personality. Diligent and disciplined and a spectacular dancer and performer. She’s a phenomenon. When we were going out and she was making Truth or Dare, I said, “Look, if you’re going to do this documentary, I don’t want to be in it.” And she said, “Why would I want you in it?” Then there was that scene [where] I said something like “She doesn’t want to live off camera,” and she used that. I thought that was a kind gesture on her part because that captured how I felt.


Now in his early 50s, Beatty took on the role of gangster Bugsy Siegel for director Barry Levinson in 1991’s Bugsy — a film that would introduce him to his future wife, Annette Bening, and lead him into a new chapter both personally and professionally.

BEATTY: When I met Annette over lunch for Bugsy, I felt immediately that this was going to change my life. I remember losing interest in the garlic chicken I was eating within 20 seconds. And the garlic chicken had been very good! After lunch I said, “I want you to know that I will not be hitting on you during the movie.” We made the movie together and it was very respectful, but toward the end of the movie, I said, “Should we have dinner together?” And I think there was a moment of hesitation on her part.

ANNETTE BENING (Bugsy): I just remember that we were so happy, and so happy to be together. We were starting our life together.

Credit: Gilbert Carrasquillo/FilmMagic

Beatty and Bening were married in 1992 and would go on to have four children together. Family became his priority. Over the next 24 years, he would direct only two films, 1998’s political satire Bulworth and his latest, Rules Don’t Apply — a labor of love he’s been crafting on and off for decades.

BEATTY: This new movie is something I had in the back of my mind for a long time. It’s kind of an unattractive analogy, but making movies is a bit like vomiting. There’s a time when you just can’t put it off any longer.

BENING: He’s always taken a while to put his movies together. It’s a mystery. You can study writers — some write quickly and others write one book in their entire life. Was he bored? I wouldn’t say that. He doesn’t get bored. We were busy having children, and that was important to him — raising our kids.

BEATTY: When you walked in here, you saw the photos of my four children. That’s the biggest thing that’s ever happened to me. And their mother. That’s bigger than fame, and it came not a moment too soon. Each one of them is more interesting to me than any five movies. Or 10 movies.

The new movie explores themes of romance and sexual repression, ambition and obsession, and the harsh glare of the media spotlight and the desire to hide from it. In other words, it’s as close as we may ever get to a Warren Beatty self-portrait. For a viewer, it also can’t help but raise the question of whether Rules Don’t Apply might be Beatty’s final film, and how he would feel if it were…

BEATTY: What do you mean: Am I okay if this is my last movie? You mean death? I don’t really think about things like legacy. The main thing that’s happened to me is the kids and Annette. I said to my 19-year-old last year, “Have you ever seen Shampoo?” And she was like, “Noooo.” So there’s my legacy for you. At least around here.

—Additional reporting by Anthony Breznican, Clark Collis, Leah Greenblatt, Jeff Labrecque, Joe McGovern, C. Molly Smith, Nicole Sperling, Kevin P. Sullivan, and Sara Vilkomerson.

This story originally appeared in Entertainment Weekly #1440, available here — and subscribe for more exclusive interviews and photos, only in EW.

Rules Don't Apply

  • Movie
  • PG-13
  • 127 minutes
  • Warren Beatty