Chapter Six

“WHITE BOYS DON’T EAT...”

MUTUALLY AND ENTHUSIASTICALLY, PETER AND I rejected marriage vows—but both of us will always regret not having had a child together. When we moved into Sunset Towers, there was a period of time when he went “home” each night to put his two young daughters to bed. He usually returned beaten down by Polly’s recriminations. Later his girls would visit us on weekends, and for the first twenty-four hours, I was the enemy, but I never tried to woo them or be their mother, just included them in games of Parcheesi and croquet and took them swimming. Eventually, we would all relax just in time for them to go back “home.”

I had no more than the occasional bloodless telephone conversation with their mother. Polly was a great help to Peter in his work, but when the marriage was over, their behavior toward each other reinforced a sense of the singular creative hostility between them, still fresh in recent interviews. According to Polly, she not only discovered the novel of The Last Picture Show but also me. When Peter began work on What’s Up, Doc?, a screwball comedy with Barbra Streisand and Ryan O’Neal intended as an homage to Bringing Up Baby, he decided to hire Polly, who accepted the job of set designer on the condition that I be banned from the set, bravely joking that she refused to be “Cybillized.” I visited in San Francisco anyway but was relegated to swimming laps at the Nob Hill YWCA and hearing stories about la Streisand secondhand. (Peter asked her to cut her famously talon like fingernails, but she would only comply on her right hand, so in most of the movie, she’s holding a raincoat or some other prop in the left.) The closest I got to the set was watching the “gag reel,” Peter playing Barbra’s part to show her what to do in the scene where she sings “As Time Goes By.” He hides under a drop cloth and slithers off the piano, stopping just short of kissing Ryan on the mouth.

My relationship with Peter felt as if it was built on shifting tectonic plates. Our only rule was “Don’t ask me what you don’t want to know,” and the corollary was “Never cheat on me in the same city.” I’m sure part of my appeal for Peter was that I was attractive to other men. He’d watch from down a drugstore aisle or across a theater lobby as some guy would circle in preflirting formation, then he’d appear beside me with a smug kiss or gesture of intimacy that announced squatter’s rights. I wonder now if he didn’t unconsciously condone me having relationships with other men.

The summer of 1972, while back in Memphis, I got a call from George Klein, the local television host who’d emceed the Miss Teenage Memphis pageant. A friend of his had admired me in The Last Picture Show. He was an actor too. And he lived at Graceland.

I’d been crazy jealous when my sister got a record player and a small collection of Elvis Presley 45s back in the mid-1950s, playing “Hound Dog” and “Don’t Be Cruel” nonstop and singing along in a tinny voice that I tried to overshout. Everybody in Memphis felt jingoistic pride in the native son who hung out with the black musicians like Big Joe and Ivory Joe Hunter in the juke joints of Beale Street, adapting their moves and their music. (It was Willie Mae “Big Mama” ‘Thornton who recorded “Hound Dog” first, and she was talking about men—“You ain’t lookin’ for a woman, all you lookin&rsqor is a home.”) Sam Phillips, who engineered the radio broadcasts on the Peabody roof, had started Sun Records, signing up Jr. Walker and Little Milton and B. B. King, and he was looking for a white boy who could sing like a black one. A local disc jockey at WHBQ named Dewey Phillips was playing black and white artists on the same station for the first time. He’d spin anything from Hank Williams to Sister Rosetta Tharpe, and he put Elvis on the map. But when Elvis went from radio to television and live performances, his music wasn’t considered polite (you never saw Sinatra bump and grind like a stripper), and I could recall with clarity the furor when Ed Sullivan consented to show him only from the waist up, fearful for the overwrought libidos of the nation’s youth. In 1972 I was not too interested in Elvis Presley or his moves. He’d become a little passé, supplanted by Motown and the British invasion of the Beatles and the Rolling Stones. But he was, after all, the King.

“He’s got to call me,” I told Klein, “and he’s got to pick me up himself.”

“Fair enough,” he said.

One of his people tracked me down at Jane’s house. “It’s for you,” she said, handing me the receiver with demonstrative boredom. “Some weirdo pretending to be Elvis Presley.” When she grasped from my stunned mien that this was no impersonator, she pressed her own ear to the receiver next to mine, the two of us listening to a voice that sounded like melted Kraft caramels.

“I’ve wanted to meet you for a long time,” he said, “ever since I saw you in that movie.”

“That was two years ago,” I said. “What took you so long?”

He gave an appreciative little laugh. I’d like to see you sometime,” he said.

“Are you sure you’re not still married?” I asked. Like the rest of the world, I knew about Priscilla and their daughter, Lisa Marie, and I’d already taken hits for breaking up one marriage, but he assured me he was separated and in the throes of a divorce. He asked me to join him for a movie that evening--Elvis regularly rented local theaters at midnight for his entourage, unflatteringly known as the Memphis Mafia. Jane was flailing her arms in a silent entreaty, “Take me! Take me!” I asked if I could bring my best girlfriend. Sure, he said. Elvis never did have a problem with two girls.

I dropped my demand about being picked up, since Jane and I were driving together. When we entered the Crosstown Theater, the phalanx of good ol’ boys wouldn’t let us past the lobby. So Jane and I started tangoing together in front of the popcorn machine, ignoring the people who were trying desperately to ignore us. Word that Elvis had entered the building through a side door filtered into the lobby like a game of whispering down the lane, and we were granted admission, sitting in a row with the bubbas. As if on cue, everybody in the row to my right got up and moved one seat over.

I smelled him before I saw him, but I couldn’t for the life of me identify his cologne. Let’s just call it Eau de Elvis. His luminous olive skin glowed with what I later learned was bronzing makeup. He was chewing Fruit Stripe gum and offered me a piece, graciously sending another down the row to Jane. As others arrived for the screening, he pointed out a distinguished-looking man. That’s an eye surgeon,” he said. “He treated me for an infection by driving a needle straight through my eyeball, and I was awake every minute.” Then he opened his jacket and revealed a pearl-handled revolver stuck in his belt. “I carry this little girl everywhere I go,” he said. When these preambles were over, we watched Goodbye Columbus in silence, while I tried to sneak peripheral glances at him in the dark. There was a second feature scheduled, but partway through Sunday, Bldy Sunday, there was a kiss between two men. Revolted members of the Mafia yelled, “That’s gross, man,” and Elvis ordered, “Stop the movie.” And then he was gone, uttering a barely audible “See y’all later.”

Jane and I had just reached the sidewalk in front of the theater when a white Lincoln made a U-turn and pulled up to the curb. Elvis strode toward us and asked, “Y’all want to come back to the house?” Jane and I exchanged glances, read each other’s thoughts, and declined. With the barest trace of good night, Elvis pulled away and proceeded right through a stop sign, within spitting distance of a motorcycle cop. We watched as the officer signaled the car to pull over and Elvis flashed his Special Deputy badge from the Memphis Sheriff’s Department. (Later I got a badge too. It lived in the bathroom drawer until somebody in the sheriff’s office was indicted on sixty counts of fraud and bribery, and all special badges were revoked. Fortunately I tend to get in the kind of trouble that doesn’t involve law enforcement.)

A few days later I was invited to Graceland for lunch. One of the bubbas rang the bell of my childhood home while Elvis waited out front. Mother was oblivious to my caller, and my brother was in his “Everything in my life is terrible because you are my sister stage” I’d been in swanky homes of famous people (in fact, I now lived in one with Peter), but Graceland had a special glow behind its wrought-iron gates, with a tree-lined driveway winding up to a portico fronted by tall white columns and two white stone lions as palace guards. There was a rather formal dining room, but we ate in the kitchen with Elvis’s father, and with little conversation. (Southern folk are brought up not to talk with their mouths full.) The meal included the first three of the four southern food groups: salt, fat, sugar, and alcohol. Chicken-fried steak was cooked well done by a housekeeper who called me Missy and sent plates out to the bodyguards waiting by the cars. One of them drove me home shortly after dessert: slices of devil’s food cake colored an unnatural red.

I was back for dinner the next day (deep-fried sandwiches made of peanut butter, bananas, and mayonnaise), and it was just the two of us. Elvis led me on a tour ending in his bedroom, all red and black with a fake leopard cover on a king-size bed, four TVs, and smoky mirrors on the walls and ceilings. I had no doubt about how the evening would end—there was soft kissing on my neck and arms, pulling off layers of clothing to reveal new naked places—while I kept thinking: Do I want to do this? I’d been treated like a hot piece of ass in New York, and I resisted the idea of being a notch on the belt of a renowned lover boy. But his kisses were so slow and deliberate, his skin so smooth—a little soft around the middle but hard in the right places. He nibbled down my body, virile and playful, then stopped abruptly at my belly button.

“Is something wrong?” I asked.

“Uhh, well, you see, me and the guys talk, and, well, white boys don’t eat pussy,” he said.

This was an interesting concept: that the frequency and popularity of oral sex broke down along racial lines.

“You don’t know what you’re missing,” I said playfully, emboldened by the prospect of shaming him into action with my sheer disbelief. “I’m used to men diving for it. Would you like me to show you how? “

He warmed to the subject, as did I. But I had the feeling of being outside myself, watching. Sex with another man didn’t feel like I was cuckolding Peter—I figured I couldn’t cheat on someone I didn’t have, and Peter wasn’t mine in any real, permanent sense. I kept earnest, copiously annotated diaries in those days written in code in case Peter happened upon them. The musings of youthful self-absorbed angt are fairly insufferable to read now, but there’s one passage that still resonates: “Elvis’s stupidity is rejuvenating against Peter’s superiority. I don’t think Peter takes me seriously, but going with him has a lot of prestige.”

I had fun in Elvis’s bed, but I couldn’t sleep in it. Shortly past midnight, he drove me home, my face rubbed raw from kissing.

Although I’d made TV appearances as Model of the Year, The Last Picture Show really inaugurated what becomes almost a tangential career for any actor: working the talk-show circuit. At first I was stiff, calcified, afraid to open my mouth. Then I became awkwardly flirtatious, trying to amuse, drinking too much coffee and talking too fast. Then I would adopt Peter’s hauteur, minus his raconteur skills. One of my appearances almost derailed my career. In 1971 Neil Simon, the most popular American playwright of his time, had written his first screenplay called The Heartbreak Kid, from a short story, by Bruce Jay Friedman. Charles Grodin was to play the nice Jewish guy who falls in love with the classic icy shiksa of his sexual fantasies on his Miami Beach honeymoon and ditches his bride, played by Jeannie Berlin. (Director Elaine May had cast her real-life daughter as the jilted bride, although nobody knew they were related until filming had begun.) The shiksa role went to the dark-haired girlfriend of Freddie Fields, a powerful Hollywood agent who looked like an early Austin Powers. (“Let me give you some information, kiddo,” Fields once said to me, leaning uncomfortably close and breathing hot agency breath on me at a screening in his house. “It’s not the directors or the producers who are the real powers in this business. It’s the agents.”) The brunette had to become a blonde, and rehearsals had already started when her stripped and bleached hair began falling out in clumps. I got a call: could I go for a reading tomorrow?

Although I didn’t learn about it until later, Elaine May had seen me chattering mindlessly on Dick Cavett’s show and decided I couldn’t play this or any part. (In partial defense, Cavett had started the interview by saying, “I haven’t seen your film, but it’s supposed to be very good.”) The reading for May and Simon took place in a small generic office building in New York. Most of the time when I enter a room for an audition, I know if I’ve got the job, and I didn’t feel like I had this one. But I started to read, and they started to laugh. As we said good-bye, Simon clasped my hand in both of his and said, “I always knew you’d be perfect.”

Simon had a contractual guarantee that the dialogue would be used exactly as he’d written it, and we knew that not a word could be altered. (There’s nothing wrong with cleaving to good writing: Katharine Hepburn and Spencer Tracy always said they were “script technicians” hired to make the lines on the page work.) But May liked to use improvisation as an acting exercise during rehearsals, although she didn’t call it that. She spoke about the exploration of subtext, the meaning beneath the lines. And she gave me a wonderful piece of advice that sounds dumb but works. “When you deliver a line,” she said, “say it as if you expect the other character to be hearing you, getting it.”

May seemed to think that Grodin was hysterically funny and laughed at everything he did. He had lost a lot of weight to do this role, so his skin was kind of hanging off his bones. In a scene where we were lying in bed together, the script called for me to play with his hair, but when I reached up to push a strand off his forehead, he blocked my hand and hissed, “Fake it. This is a rug.”

“You’re kidding,” I said, assuming that he was making a joke to catch me off guard and provoke an interesting facial expression. (I’d nevero;t within calling distance of a toupee before.)

“No, really” he said.

You can’t be serious,” I persisted.

“I’m serious,” he said. The exchange did not endear me to him, or him to me.

The Heartbreak Kid was a continuation of The Great Breast Hunt: I didn’t want to do the nude scene clearly indicated in the script, but if I’d said so up front, I wouldn’t have gotten the part. I still didn’t quite trust that stills from The Last Picture Show wouldn’t fall into the wrong hands and had no wish to enrich any celluloid archives that could haunt me in the future. I was bothered by the objectified use of naked women, an issue of power, not morality. If Harrison Ford had to expose his balls on-screen, I don’t think he would make as much money. In the past, when nudity was verboten, directors had to be more clever. Alfred Hitchcock hired a double for Janet Leigh’s shower scene in Psycho, then used seventy-two different shots in forty-two seconds without ever exposing an erogenous zone.

One of the producers of The Heartbreak Kid was Eric Preminger, the love child of the director Otto Preminger and the burlesque queen Gypsy Rose Lee, who said of her career, “I wasn’t naked. I was covered with a blue spotlight.” Perhaps Preminger deemed to have a special affinity for female strippers because he was recruited to visit the Playboy mansion in Chicago to audition the bunnies, inspecting their breasts and selecting a body double for me. When he found the pair he’d dreamt of, he came to my dressing room with a contract and said, “Sign this right away.”

I didn’t know it at the time, but an actor has the right to give written approval of a body double, guaranteed by the Screen Actors Guild. I just knew not to sign anything without a lawyer looking at it (a precaution I have drummed into my children since they were old enough to hold a pen). When I finally saw the scene cut together, Grodin was shown looking at my chest, followed by a shot of the proxy’s breasts (nice ones, by the way) without my head attached. I. found the nudity disruptive, but there was a lot of pressure on me to approve the use of the body double, since Preminger had spent considerable production money on the Chicago trip and had paid the bunny. But I held my ground, and Elaine, the director agreed with me.

Elaine May chewed No-Doz by the fistful to stay awake. Shooting in a frigid Minneapolis winter, her feet got frostbitten, and we got to keep warm inside, while her toes thawed out. The weather was more accommodating in Miami. I was staying with the rest of the cast at a low-rent Holiday Inn nowhere near the fancy beach hotels and got stuck in the decrepit elevator. I was more bored than scared--which is why, to this day, I never approach an elevator without thinking I should have a book with me, just in case. So it wasn’t just languishing for Peter that made me anticipate his visit so eagerly: for a few days I would get to stay in the Fountainbleu. Big breakfast buffet. Big swimming pool. Big Atlantic Ocean. Peter was not one for slumming.

Larry McMurtry came to visit too. Peter had suggested that they collaborate on a new script, called at various times West of the Brazos which is a river), then Palo Duro (which is a canyon), then Streets of Laredo (which, it turned out, had been the title of a mediocre movie starring William Holden and Glenn Ford). “What kind of western do you want to make?” Larry had asked Peter.

“Some kind of a trek,” Peter said. “As long as it’s not about cows because Howard Hawkes did the quintessential cattle drive in Red River.”

From the beginning, the film was conceived as a vehicle for Jimmy Stewart, Henry Fonda, and John Wayne. Peter acted out all the parts while he and Larry wrote the script, and nobody does a better Stewart, Fonda, or Wayne excetewart, Fonda, and Wayne. But Wayne apparently asked John Ford’s opinion, and although Ford had been instrumental in getting Ben Johnson to do The Last Picture Show, this time he told Wayne not to do the film knowing full well that if he backed out, the others would follow “The old man doesn’t like it,” Wayne said to Peter.

“That’s not what he told me,” Peter said, but for some reason he never confronted Ford. Maybe he didn’t want to ask another favor. But Peter would often repeat what James Cagney said about Ford after the director had knowingly let him crash in the sidecar of a motorcycle driven by the character actor William Demarest, who had never been behind the wheel, “There’s one word to describe John Ford and the Irish: malice.”

The ideas that germinated in the Fountainbleu were eventually reworked into Larry’s Pulitzer-winning novel Lonesome Dove. Despite the warning that cows had been done, the book centered on the last daring cattle drive from Texas to Montana in the late nineteenth century. But Peter was never given credit for many of the ideas generated at the hotel, which saddened and angered him. “Larry used every part of the pig,” he would say.

I hadn’t heard from Elvis since Graceland. But when I was back in Los Angeles, he called, offering to send his plane for me for a weekend at the house he’d rented in Palm Springs. One of his henchmen picked me up at the airport, looked at my jeans and tie-dyed mirrored vest and said, “Next time we’re in L.A. we’re gonna arrange a shopping trip so you can get some nice new clothes because Elvis likes his ladies to look a certain way.” Only if I can help pick out his clothes, I thought. The house was luxurious in a rental sort of way, sprawling and devoid of personal taste. Everything had a metallic glow. All the King’s men were in residence, wearing pins that said TCB, code for Elvis’s catch phrase “Taking Care of Business.” They spent the afternoon competing to see who could make the biggest splash into a murky swimming pool. I really didn’t want to go near that pool but couldn’t resist one-upping the bubbas by doing a “can opener” leap I’d learned from the lifeguards at Chickasaw Country Club. The guys raced in dune buggies three or four abreast while shouting into walkie-talkies or sat around a long table with a thick top of beveled glass, eating their favorite deep-fried sandwiches. Elvis was the first person I ever saw drink bottled water, which he had imported from the Ozarks. “You drink enough of this,” he said, “and it’ll keep you regular.”

I thought it was a little odd that he slept during the day, and I didn’t learn until many years later that he was actually terrified of falling asleep in the dark. He had heavy drapes, blackout shades on the windows, even aluminum foil taped to the glass to block out every bit of daylight. The sweet charm that I had seen in Memphis seemed to be draining away, replaced by unfortunate frat boy humor. When I emerged from the bathroom before dinner, he said, “I never knew a girl to take so many baths,” which caused great guffaws among the cronies, even though his own bathroom had a six-drawer black box of cosmetics--he wore more makeup than I did. We were hardly ever alone and didn’t talk much when we were, not about his music or his marriage or his daughter or the lunacy of spending $40,000 to fly his entourage to Denver for a certain kind of sandwich (this, from a man whose father was once sentenced to three years in jail for forging a forty dollar check). He didn’t seem too interested in anything I said either, and he acted as if I was putting on airs if I mentioned the book I was reading. I was seeing the morbid cheese ball side of him, and it made me slightly nervous, as if I’d better not displease him or I could get myself in troubleortunately, I was never asked to enact what I heard was one of Elvis’s favorite erotic scenarios: putting on waist-high cotton panties, eating cookies and milk, and wrestling with another girl.

Toward the end of the summer, Elvis invited me to see him perform at the Las Vegas Hilton. I told Peter that I was spending the weekend with a girlfriend in San Francisco. The spectacle began with the orchestra playing the tone poem “‘Thus Spake Zarathustra” by Richard Strauss, better known as the theme from 2001: A Space Odyssey. If ever there was music announcing the arrival of a god, this was it. A noisy procession of motorcycles swept onto the stage before Elvis appeared in a jeweled cape and jumpsuit--splendiferous but a little chubby. I’d always admired his voice, but now, I was moved in a way I had not expected, as if he were singing directly to me, and without thinking, I rose to my feet just like the rest of the audience. After the show, he sat at the piano in his suite and sang gospel songs with his background singers, wearing a custom-made blue velour lounging suit. Then he walked through curtained French doors into the bedroom and collapsed on an enormous four-poster bed.

I didn’t know it, but what I was seeing was the full-throttle effect of drugs. I had an adjoining bedroom, and I wasn’t sure what I was supposed to do. Any possibility of nooky had evaporated--seemed far away and woozy, his eyes half closed, his speech slurred. Holding out a handful of pills, he said, “Here, take these.”

I was confused. “Are you going to take some of them?” I asked.

“Oh, I already had mine,” he said. “These are all for you.”

I went to my room and flushed them down the toilet. As I got into bed, I noticed a small black velvet box on the nightstand. I opened it to find a diamond and emerald ring that looked like a glob of porcupine bristles-too large, too elaborate, too hideous even for Liberace. I went to the desk and wrote Elvis a note on Hilton letterhead, thanking him but declining his generous and extravagant gift. Then I called the airline to change my return reservation.

Earlier that day in Los Angeles, Peter was driving on Santa Monica Boulevard when he noticed a billboard announcing Elvis’s Vegas engagement. He’d been hearing me say that I was fascinated with Elvis (Peter deemed him boring) and had a purely intuitive feeling that I was with him. He called the Hilton, asked for me, and when I answered, he screamed, “You’re a goddamned liar!” Then he hung up. I called back to hear more of his invective. “You know what happens to liars?” he shouted. “They get their mouths washed out with soap. You get your ass back here, and I’m going to wash your mouth out with Ivory Soap.”

I only heard that he wanted me back, that the damage wasn’t irreparable. When I got home, he screamed and stomped so hard that the fake crystal chandeliers of the apartment shook, then issued a summary judgment: “That’s what I get for being with an actress.” Fortunately, he wasn’t home a few days later when I got a call from one of the Memphis mob saying that Elvis needed to talk to me.

“I can’t do that,” I said.

“He’s right around the corner,” said the bubba. “Do me a favor, just talk to him because he’s really upset.”

When Elvis pulled into the oval driveway at Sunset Towers, he seemed sulky and remote--no kiss in greeting, no concern about my disappearance of a few nights before, just a statement of intention and an ultimatum.

“I really enjoy spending time with you, but you’ve got to get rid of this Dogbanovic guy,” he said, mangling the name a little. “It’s either him or me.”

I was thinking: What’s he talking about? Watching someone pass out cold when I was expecting a rollicking sexual rmp was not my idea of fun. Perhaps it was a bit of posturing from a wounded ego, an attempt to regain control after my rejection of his ring and his drugs. Later I learned that I was a temporary filler for Linda Thompson, who was Miss Memphis State, Miss Liberty Bowl, and Miss Tennessee--a self-described virgin who quit college twelve credits short of her degree, gave up her acting ambitions, and let Elvis make all her decisions, even changing her sleeping habits to become what his buddies called a “lifer.” Elvis was a goody I couldn’t resist, but I had a life with Peter I wasn’t about to give up. I wanted to make decisions, some of them foolish, on my own.

Well, that’s it for us,” he said. Those were his last words to me. We circled the block in silence until we got back to Sunset Towers, and he paused at the curb barely long enough for me to exit under the yellow and white awning. I said “Good-bye,” but he didn’t answer. I never saw him again. Five years later he was dead. Peter, unrepentant about his opinion of Elvis, said it was the best career move he ever made.

WHEN PETER WAS ENVISIONING DIRECTING A McMurtry western, he wanted Polly Platt to do the set design, but only on the condition that she knew I would be in the movie, and in her face. The western never got made, and instead they began working on Paper Moon, with Ryan O’Neal playing a Bible-selling con man and his daughter Tatum as the sharp-witted progeny he never knew about but unwittingly befriends. In the late fall of 1972, days before principal photography began in Hays, Kansas, Polly announced to Peter, “I can’t handle Cybill coming to the set.” It was the end of any pretense of civility between them, and their relationship never healed, although I schemed to defy her, wishing I could make her deal with my presence just once. Peter’s whole life was his work, and I was excluded from it because he was working with his ex-wife again. She wasn’t even his ex-wife yet. (Their divorce would not be final for three years.) I spent most of my time driving around the depressed prairie towns, photographing dilapidated buildings, railroad yards, and old men’s faces, practicing my tap dancing on the linoleum flooring of our hotel room until the people below pounded on their ceiling with a broomstick. We were staying in the utilitarian Pony Express Motel in Elwood (still resting on its laurels of being the first Pony Express station in Kansas) because Polly and the crew were in the marginally better Ramada Inn. The tension must have gotten to Peter because the next to last day’s worth of footage was shot with a hair stuck in the “gate” as the raw film passed through the camera. (That’s why someone yells “Check the gate” after every take.) All these scenes appear slightly soft-focus in the movie, since Peter enlarged every frame just enough to eliminate the hair, but he refused to go back and reshoot, declaring, “It beats spending another day in that hellhole with Polly.”

Peter met Marlene Dietrich on his way to Kansas--the plane stopped first in Denver, where she was doing a one-woman show. He was not the sort of man who imagined that women were coming on to him when they weren’t, and he knew she had something in mind even before he walked into his Kansas hotel room. The phone was ringing: Dietrich saying in a smoky voice “I found you.” When Paper Moon was completed, he invited her to its New York premiere, and she was not pleased when she saw me in the limousine, obviously anticipating a “date” with Peter. She sat between us, cooing into Peter’s ear and digging her left elbow into my side. Marlene Dietrich was the closest thing I had to a role model--a working mother who created sexually powerful roles (she wore pants before Katharine Hepburn) and ended her career with a triumphant cabaret act. I was so excited to be in her presence at I was happily impaled.

The next day, a bellman knocked at our suite in the Waldorf Towers. “Flowers for Miss Shepherd,” he said.

I opened the door and saw him struggling with an arrangement so large that there was no table that could accommodate it and it had to sit on the floor. The card read “Love, Marlene.” Well worth being ignored.

It was about this time that I joined a unique sorority: ever since the release of The Last Picture Show, Playboy magazine had tried to get me to pose nude by throwing money at me. First I was offered $5,000, then $10,000, then $50,000, to no avail. Then they figured out how to get me for free. My unwelcome Christmas present that year was my naked likeness in the magazine’s year-end “Sex in Cinema” issue, also featuring Jane Fonda and Catherine Deneuve. Technology provided a method of making a frame enlargement from a 35-millimeter print of the movie that had been borrowed for a screening at the Playboy mansion. I called a lawyer and sued for the right to control my image, insisting that there was a difference between the legitimate press and a magazine like Playboy. The suit claimed that I was a young woman of “dignity, intelligence, modesty, and artistic and personal integrity”—a legally accurate if not quite apt self-description.

The case dragged on for five years. Playboy started out treating it like a nuisance suit, using their local lawyer in Los Angeles, who coincidentally had been my lawyer’s professor at Stanford. When they realized that I was serious, they brought in the head of their Chicago law firm. My lawyer was looking through their files, and either they were pretty dumb or extremely honest because he found a smoking gun: a handwritten memo from Hugh Hefner to his secretary that said, “I’ve been stymied in every way to get pictures of Cybill Shepherd for the ‘Sex in Cinema’ issue. I’m screening The Last Picture Show tonight, so have [Mario] come up here with his magic machine.”

Hef was willing to settle after that. But instead of asking for a shitload of money, I wanted a book that Playboy had under option, a novel by Paul Theroux called Saint Jack about an amiable Singapore pimp. Hefner came to my house, offering a formal apology and informal arrangements for a settlement. The standard Screen Actors Guild contract now includes a protective clause that prevents unauthorized use of movie frames for still photographs. It served as excellent protection for actors until the world of cyberspace, which is proving impossible to police. Not long ago, I discovered that anyone can pay fifty dollars and go to a Web site where my head is stuck on some other woman’s naked body in the anatomically graphic poses favored by smut magazines. If I decided to sue, I’d have to do it country by country because there’s no international law in this area, and the fabricated photos would just resurface in another form.

I WENT TO THE PETER BOGDANOVICH SCHOOL OF Cinema. Peter didn’t want to exercise, sweat, get dirty--he only liked to watch movies, and he watched with a curator’s eye. When we went to a movie theater, he was always quick to tell the projectionist if a reel was out of focus. In our apartment, the focal point of the living room was a rebuilt 16-millimeter projector aimed at a blank wall. Several times a week we went to a studio screening room that smelled as if it hadn’t been opened since Fatty Arbuckle was thin. We’d eat moo shu pork out of paper cartons while we watched The Merry Widow--the silent Erich von Stroheim version with Mae Murray and John Gilbert (and an extra named Clark Gable)-- then the 1934 remake with Jeanette MacDonald and Maurice Chevalier, and the other Ernst Lubitsch musicals: The Love Parade, Monte Carlo, One Hour with You. When we moved to a house, the first thing we added was a screening room that right red carpets and plush white couches with ottomans, the walls covered with classic movie posters. The film department at UCLA would let us borrow silver nitrate prints of the golden oldies, even though it was illegal to screen them at home: the film is flammable and explosive if it breaks, and the law stipulated two projectionists and a double-insulated flameproof projection room. But screening the only 35-millimeter print of Ernst Lubitsch’s The Smiling Lieutenant that existed at the time was like seeing the way God sees: a face in sharp close-up, scenery in the distance, and everything clear in between. The expression “silver screen” comes from the actual silver in the film itself, which shimmered. All of modern technology can’t achieve that brilliance and depth of focus.

My endurance level didn’t approach Peter’s (often a triple feature), and I sometimes fell asleep during the third movie. I learned that all kinds of acting can work: the broad energy of James Cagney or the minimalisim of Gary Cooper. The only important question is: do we believe the actor? Can we suspend disbelief? Movies demand a leap of faith from the audience, a willingness to forget that what it’s seeing is fake. It was said that when Jimmy Stewart appeared on-screen, he annihilated disbelief.

I would ask Peter, “You sure you don’t mind seeing this again? You’ve seen it twenty-seven times.” He would say, “I’m looking at it with new eyes.” Every week he’d mark the TV Guide for the films I should watch. Anything directed by John Ford, Howard Hawks, or Jean Renoir became required viewing. Living with Peter was like inhabiting these movies. We developed a private language, borrowing bits of dialogue, like “I close the iron door on you” (John Barrymore in Twentieth Century), or “Don’t you think it’s rather indecent of you to order me out after you’ve kissed me?” (Carole Lombard in My Man Godfrey). And we weren’t above quoting from The Last Picture Show (“Comb your hair, Sonny--you look like you smelled a wolf”). Sometimes when we were out, I’d stomp my feet and pound my fists, and people in the restaurant would think I had lost my mind, but Peter would crack up, knowing that I was doing one of Lombard’s tantrums from Twentieth Century.

We were living in Bel Air at 212 Copa de Oro Drive, a Mediterranean-style house with a red-tiled roof that had belonged to a newlywed Clark Cable and his bride Kay Spreckels. I found that house in 1974, and Peter bought it with money borrowed from Warner Bros. against his next project. We moved in with only a mattress on the floor and filled the rooms with furniture by spending a whole day at a Beverly Hills store called Sloans. Each of us had a bedroom suite upstairs, connected by a large closet: after years of unlocked doors and a sister who pummeled me out of bed, I readily embraced Virginia Woolf’s fine idea about a room of one’s own. Peter’s room had a niche in the wall for an antique Italian daybed covered with champagne-colored raw silk. Mine had a waterbed with a patchwork quilt we bought in Big Sur. Every wall was white and hung with Peter’s father’s paintings.

Peter and I were the couple du jour in Hollywood, but I often felt like an impostor among the real denizens of the film world, and I tended to be quiet in their company. When Larry McMurtry wrote Lonesome Dove, he sent me the galleys with an inscription that said, “You were the seed of so much of it. I started it fourteen years ago with Lorena’s silence--the silence of a woman who won’t give her voice arid heart to the world because she had concluded that the world would not hear it or understand it or love it. I felt such a silence in you.” People often acted as if my brain was blonde and watched rather than listened when I spoke, as if wondering where the viloquist’s hand went.

Even my agent, Sue Mengers, seemed to perceive me that way. “When you go to a meeting, don’t talk,” she’d instruct. “Just wear a lot of makeup and do your hair.” Sue was never known for her tact. She spoke very slowly to me, as if I needed extra time to process the information, Peter would get annoyed and tell her, “You don’t have to talk to Cybill that way.” She’d speed up to normal for a while, then decelerate and say, “I’m so sorry, I did it again.”

My first real Hollywood party was at Sue’s faux chateau in the Hollywood Hills, at the end of a series of hairpin turns on a thrillingly narrow road. We had to park in what seemed like another town and arrived somewhat breathless to see Gregory Peck straddling a chair, drunk as a skunk. I felt as if I had entered a parallel universe in which my idols turned into their evil twins. I didn’t have the courage to start a conversation with anyone, and the only person who approached me was a producer who said, “So you’re an actress. Who are you studying with?”

“Nobody,” I answered.

“That’s a mistake,” said the producer with a sniff. “You’d better start soon because you’ll need all the help you can get.”

I put down my wineglass, fled outside, and was halfway to the car when Peter came to retrieve me.

“They’re all phonies,” I said. “They’re all horrible.”

“I know,” he said, “but we can’t leave.”

When I did open my mouth, my irreverence sometimes backfired. Sue Mengers was hoping to foster the notion of my working with Dustin Hoffman, another of her clients, and she gave an intimate dinner for Peter and me, Dustin and his wife, Anne, and Sue’s husband, Jean-Claude Tremont. Entering the small dining room, Dustin sat down just long enough to look up at me, my rather long torso extending well above his, and then pushed up on his arms, as if trying to make himself taller.

“Why don’t you ask Sue if she has a couple of phone books?” I said with misguided humor.

Dustin looked as if he’d just been hit but didn’t know how to fall down, and the evening never recovered. The Hoffmans made a flimsy excuse and left early.

Foolishly trying to mitigate that sin, I went to the set of Marathon Man, taking an inch-thick Beverly Hills phone book. I delivered it to Dustin, saying, “This is what I meant.” He mumbled “thanks” and walked away. Perhaps this was one of those times when he stayed up for days to look appropriately scruffy and exhausted for a scene, prompting his costar, Laurence Olivier, to ask, “My dear boy, why don’t you try acting?”

It would be an understatement to say that I failed to impress Marlon Brando. On a warm summer night Peter and I drove the great acting coach Stella Adler to a party in her honor at Brando’s home atop Mulholland Drive. There were Japanese lanterns strung through the trees, and I was seated on a garden bench next to Brando, but for once I was chattering away rather than deferring to the conversation of others. Brando was holding a beer bottle when he looked at me with unsubtle disgust.

“If this girl doesn’t shut up,” he said to no one in particular, “I’m going to hit her in the face with this bottle.” Then he turned to me and said, “Would you get up and go over there so I can watch you walk away?”

Years later, when I was doing the Cybill show, Brando was the only celebrity the writers knew they could malign with impunity. I’d say, “Just make it Brando, and I don’t have a problem with it,” so the joke would become, “One bee sting, and I swell up like Marlon Brando.”

PETER TOOK EVERY OPPORTUNITY TO SIT AT feet of great filmmakers, and I usually got the big toe. In 1972 he readily agreed to interview Charlie Chaplin for a documentary conducted at his home in Vevey, Switzerland, but Chaplin was in his dotage. At lunch, he suddenly stopped eating and said, “You know, my daughter Geraldine is very rich.”

We’d been there four hours, and those were the first words I’d heard him speak. “Really?” I replied. “That must be nice for her.” Then I went back to my soup.

One day Peter came home from a visit with Alfred Hitchcock, badly in need of black coffee and aspirin. Peter has little taste or tolerance for drink, but he had arrived at the great man’s hotel suite to find him pouring whiskey sours. Although Peter tried unobtrusively to nurse the drink, Hitchcock kept noticing and chastising him in that sonorous voice, “You’re not touching your glass.”

By the time the two of them left for dinner together, Peter had a nice little buzz going. They were descending in the hotel elevator full of people when Hitchcock turned to him and said, “So there he was, sprawled on the floor, blood pouring from every orifice and seeping into the carpet.” Peter reeled. He was a little drunk, but had he blacked out momentarily and missed the earlier part of this conversation? Everyone else in the elevator was rapt as Hitchcock went on, “The music that had been playing in the next room stopped, and I could hear a scratching sound.” Just as the elevator reached the ground floor, Hitchcock said, “So I kneeled over him, asking, “My God, man, what happened to you?’ He grabbed my shirtfront, pulled me down and...”

Just then the elevator door opened in the lobby. The other people were hanging back, straining to hear the end of the story but Hitchcock sailed past them, with Peter in tow, and began discussing the restaurant plans.

“But Hitch,” Peter said, “what happened to your friend?”

“Oh, nothing,” Hitchcock said, “that’s just my elevator story.”

In 1973, John Ford was to be given the Congressional Medal of Freedom, the first filmmaker so lauded. The public knew him as the director responsible for such classics as The Grapes of Wrath, How Green Was My Valley, and The Searchers. I knew him as a neighbor, living across the street, and as a flasher. By this time he was mostly confined to bed, dressed in a pajama top and a bedsheet that he liked to rearrange for shock value, often after drinking one of the two daily bottles of stout he was permitted. (Mary, his wife of fifty years, once told me, “Never believe anything you hear or read, and only half of what you see. And make sure the back of your skirt is clean because that’s where they’ll be looking.”) On the night of the award ceremony, outside the hotel, Henry Fonda had to fight through the anti-Vietnam picketers led by his daughter. Cary Grant was standing on line ahead of us, and as we got to the reception table, he said to the ticket taker, “I’m terribly sorry, I’ve forgotten my invitation.”

“Name, please,” said the woman, consulting her master list without looking up.

“Cary Grant,” he said.

The woman glanced up over half-glasses. “You don’t look like Cary Grant,” she said suspiciously.

“I know,” he said apologetically, “no one does.”

ORSON WELLES CAME TO COPA DE ORO FOR DINNER one night and stayed two years, intermittently with an elegant actress of Hungarian and Croatian descent named Oya Kodar, who had perfectly formed eyebrows and spoke in a thick, high voice, like the way a child would imitate a snooty librarian. She seemed too remote and exotic to be a pal, but we shared the same sort of alliance with bossy, self-involved men. Once, when the four of us were eating in a Paris restaurant,rson and Peter were completely excluding us from the conversation, so we set our menus on fire with the candle on the table. Fortunately we got their attention before burning the restaurant to the ground. Orson was always broke--despite the accolades, his films weren’t profitable, and for years he had put all his money into his work. He never slept through the night, but he napped off and on around the clock, and I was instructed not to knock on the door of his room for any reason, day or night. Once he summoned me inside where he was playing with the cable TV box, channel-surfing by punching at a long row of numbered buttons.

“Come and look at this,” he said, his heroic voice heavy with excitement. “It’s the most brilliant show on television.” The program that had elicited such praise was Sesame Street. His second favorite was Kojak. ‘The most frequent noises emanating from his room were the gurgles of Big Bird and Telly Savalas saying “Who loves ya, baby?” But he also encouraged me to study opera, which I did for three years. Working with a voice coach, a drama coach, and a language coach, on top of having a movie career, nearly did me in, and Orson finally told me, “You have to choose or you’re going to have a nervous breakdown. Opera or film.” One of the reasons I chose the latter was that when I sang opera, people either stared as if they were watching Mount St. Helen erupt, or just laughed.

It was Orson too who helped me with the talk show. circuit, where I kept making wrongheaded attempts to be clever. It took me a long time to figure out that the host must score with the first big laugh at my expense, that I was supposed to be smart and cute and funny, but not smarter, not cuter, and certainly not funnier than Johnny/Jay/Dave/Mike/Merv. “All you have to do,” Orson instructed, “is ignore the audience and have a conversation with the guy behind the desk.” Carson could really bring out the risqué in me: on one occasion, he put on a pair of horns, got down on his hands and knees, and let me lasso him. Another time he knocked a cup of coffee over on his desk, and I said, “If you’d spilled it in your lap, I could have cleaned it up.” On Leno I used my hands to approximate the position of breasts that are not surgically lifted. (They’re so much more versatile with age--you can have them up, you can have them down, side to side, round and round, or you can swing them over your shoulder like a continental soldier.)

Letterman posed a different challenge. “Don’t hug Dave too hard,” warned his stage manager right before I was announced. (Same thing happened when Tony Bennett came on the Cybill show. Perhaps I have a reputation as a particularly effusive hugger?) Once when I was scheduled for his show but wasn’t traveling directly to New York, I had the suit I planned to wear sent ahead. Dave hung it on the set, poking fun at it every night for a week as a kind of countdown before my appearance. When I heard about the stunt, I decided I’d be damned if I’d wear that outfit and instead came out wrapped in a bath towel. Years later, during another appearance on his show, Dave did pay up on a $100 bet that I couldn’t lob a football into a canister after he’d missed it nine times. When we went down to the street with the former Super Bowl champ Joe Montana to see who could throw the ball through the window of a passing taxicab, I became Diana of the hunt. All those years of tossing a ball with my father paid off, and Dave was gracious in defeat, especially after I accidentally stomped his foot.

Since Peter worked more than either of us, Orson and I were often left in each other’s company. One day we were drinking wine, sitting in the living room under a painting of Native American dancing. “You know,” said Orson, looking up at the inspirational images, “there was a time when God was a man.” I told him I knew about Cybele from the Sistine Chapel, and he suggested I read The Greek Myths by Robert Graves, a kind of dictionary of religious stories throughout history. Reading that book cover to cover intensified my spiritual quest to learn more about the so-called Great Goddess.

Orson ate my leftovers off the plate in four-star restaurants, especially if he had insisted on my ordering something strange and previously unknown to me such as tripe (I had no idea it was intestinal matter) or whitebait (I didn’t know the fish would come complete with heads and bones, curled into a position that looked like jumping). At home he would throw fits if we ran out of his favorite food.

“WHO ATE THE LAST FUDGSICLE?” Orson would bellow. Everyone knew that he’d eaten it, but we were too polite to say so. “That’s just balls,” he’d yell in a voice that sounded like God chastising Eve for eating that apple. “Everything you know is balls,” he’d say. Then he’d make an omelette as an act of contrition, standing barefoot by the stove in a voluminous black kimono. One day in the laundry room I came across a pair of silk boxer shorts, three feet wide and custom-made on Savile Row, draped over the washing machine like the Shroud of Turin. He taught me how to cut and smoke fat, foot-long Monte Cristo A’s, obtained from Cuba through European connections, holding the smoke in my mouth without inhaling and tossing out the last half, which he considered slightly bitter.

One afternoon I smelled smoke in the house and followed the smell to Orson’s room, right below mine. Standing outside the door, I tapped timidly and called to him.

“Is everything all right?” I asked.

“I’m fine,” he roared. “It’s all taken care of. Go away.”

I didn’t know what “it” was until later. Orson had shoved a still-smoldering cigar into the pocket of a robe, which he dropped on a mat when he got in the shower. The cloth caught fire and burned into the rug before he realized the danger. The next day, as an apology, I received The Victor Book of the Opera, which he had inscribed with a play on an old nursery rhyme: “Ladybug, ladybug, go away home, your house is on fire and your houseguest, a hibernating bear, is too.” The illustration was of my house leaping with flames, the smoke smudged, he said, with his own spit.

In August of 1972, Peter and I were invited to meet Richard Nixon at a fund-raiser in San Clemente for the president’s Hollywood supporters. Our disinclination toward Republican politics paled in comparison to our annoyance that The Last Picture Show was deemed too racy to be screened at 1600 Pennsylvania Avenue, but nobody turns down an invitation to meet the president, even if it was Nixon. I ransacked my closet and came up with a full-length gown by Jean Patou that was as close to an American flag as a dress could be—a red-and-white-striped skirt with a blue bodice. The invitation had read, “Less than cocktail dress,” but this was the president of the United States (even if it was Nixon). When we stopped to ask directions at a Shell station, the attendant simply pointed to the sky and the huge khaki green helicopters circling above an estate surrounded by chain-link fence. Granted admission, we felt like the Mel Brooks joke about going to a party where everyone is a tuxedo and you’re a brown shoe. There were Clint Eastwood, Billy Graham, Henry Kissinger with Jill St. John, Debbie Reynolds, Glen Campbell, Charlton Heston, and Jim Brown. Peter introduced me to John Wayne, who mentioned his admiration for The Last Picture Show. “But I’ll tell ya the truth,” he said in his signature drawl, “I was a little embarrassed. I mean, my wife was there.” Nixon gave a stuffy little speech paying homage to Wayne. “Whenever we want to run a pnded by Camp David,” he said, “I always say, ‘Let’s run a John Wayne picture.’” Wayne, who had a drink in his hand, probably not his first, raised his glass and said, “Keep those coming’.”

An aide-de-camp informed us that the men should precede the women in the reception line on the grass, where the president was standing. When we came face-to-face with Nixon, I smiled and said, “I wore this dress especially for you, Mr. President.”

“And you look lovely, my dear,” he said. Then, directed at Peter, “You ought to put her in a picture.”

“I did,” Peter said. “It’s one you haven’t seen.”

Nixon looked perplexed. “What’s the name of that production?’’ he asked with great formality.

“The Last Picture Show,” said Peter.

Musing over the title, Nixon said, “That’s a black and white production, isn’t it, the one that takes place in Texas?’’

“That’s right,” Peter said, genuinely surprised.

“I saw that,” said Nixon. “That’s a remarkable picture.” Then he turned to me and, touching my arm in a kindly manner, said, “And what part did you play, my, dear?”

Nearly stuttering, I finally got out the word “Jacy.” Peter, who was enjoying my discomfiture way too much, added, “She’s the one who stripped on the diving board.”

Nixon and I both turned crimson. His hand kept patting my arm lightly while still maintaining eye contact with Peter as he said, “Well, everyone gave a remarkable performance in that film. And of course, I remember you very well now, my dear.”

Not long after, we were invited to visit the legendary director Jean Renoir, then in his eighties and living in Beverly Hills. Jean had repeated his father’s predilection for angering his compatriots: the French threw rotten vegetables at the Impressionist exhibit where they first saw Auguste Renoir’s paintings, and years later Jean Renoir’s film La Regle du Jeu (The Rules of the Game) would be so severely panned that he would say he was either going to quit making films or leave France.

When we first entered his home, the only thing I could see was a luminous portrait of a young man in the woods holding a rifle (a painting that now hangs in the Los Angeles County Museum of Art). So distracted was I by this glorious work of art that I didn’t even see Renoir himself until I heard a strange motorized sound and saw a sweet-looking old man being raised up to a standing position by an automated chair. He took a faltering step toward me, and I saw the bluest of eyes in a pale crinkly face, right out of the painting. His wife, Dido, who looked to be about thirty years younger, served white wine in short, very cold sterling silver cups that formed refreshing droplets of condensation, delightful in the heat of the summer day. We mentioned our visit to San Clemente, but naturally the talk turned to filmmaking. We were having an animated conversation with Dido, who had served as her husband’s script supervisor, about the unfortunate necessity of dubbing. Suddenly the great man looked agitated, his pale face flushed, and he started rising out of his chair again. “I have the answer to Richard Nixon,” he said excitedly. “Nixon is dubbed! And in a civilized time, like the thirteenth century, men would have been burned at the stake for less!”

IT IS FACINATING TO WATCH, ALTHOUGH I COULD hardly do so without passionate self-interest, as a budding career becomes a meteor. I’m talking about Peter here, not myself. Equally fascinating is the chronicle of the roads not taken. (Orson said, “Your career is made more by what you don’t do than by what you do.”) Before The Last Picture Show had even opened, it was enerating an expectant buzz in the industry, and Peter got a call from Robert Evans, then head of production at Paramount, which had just bought a book about the Mafia by Mario Puzo. Peter had no interest in directing a film about organized crime and its peculiar ethos of la famiglia. Ten years later, Evans was still chastising him for bad career choices.

“Hell, you even turned down The Godfather,” said Evans.

“No, I didn’t,” said Peter.

“Yeah, you did,” said Evans, recounting their conversation. But Peter was able to do some reciprocal reproaching because Evans’s bad judgment had cost him his marriage. He had tried to recruit Peter once again, this time to direct The Getaway with Steve McQueen. Ali MacGraw, then Evans’s wife, was to costar, but the part was written for a barefoot southern girl, a prototype of which just happened to be living with Peter. “Ali MacGraw can’t play this,” he insisted to Evans. “Isn’t she from Bennington, Vermont?” McQueen didn’t want me either (it’s much harder for the leading man to make a move on the leading lady if she’s the director’s babe, since the director is omnipresent). Disagreeing with the casting, Peter turned down the assignment. MacGraw got the part, and McQueen got MacGraw.

When Evans began producing his own films, he asked Peter to direct a detective story in the Raymond Chandler tradition starring Jack Nicholson, with whom Peter had a friendly personal rivalry. (I’d made one date with Jack to spite Peter for going to a film expo with his ex-wife, which I took as a sign to the world that we didn’t really exist as a couple. When Peter called and apologized, I canceled the date. Jack has never spoken to me since, except for “Hi” at a party.) Again Peter wanted to cast me in the femme fatale role opposite Nicholson, but Evans declared me too young. He wanted Faye Dunaway, so Peter said no to Chinatown.

I WAS BUSY MAKING MY OWN MISTAKES. THERE ARE whole chapters of my life that can be written with the postscript, “And the part went to...” The exalted director George Cukor had been acidly flattering about The Last Picture Show--he’d told Peter, “You’re going to put us old-timers out of work.” Cukor was the undisputed king of comedy for brainy, beautiful women, and I had practically memorized his oeuvre--Jean Harlow in Dinner at Eight, Katharine Hepburn in The Philadelphia Story, Judy Holiday in Born Yesterday. I was honored even to get an audition with him. But when I tried out for a small part in Travels with My Aunt, he said, “That was a really bad reading. Why don’t you take it home and study it? You can come back and try again tomorrow.” Peter and I spent two or three hours on it, and the next day I went to Cukor’s office for another reading. I thought I didn’t do half badly considering that I hadn’t slept all night, visions of the bungled lines prancing before my eyes. But Cukor put down the script, looked at me over horn-rimmed glasses and said, “I’m going to give you some good advice, and if you have any sense, you’ll take it. You have no comedic talent. Never try it again.” (The part went to... Cindy Williams, who became the latter half of Laverne and Shirley, and I developed an irrational hostility for her from which I never recovered.) A celebrated director had gone out of his way to be brutally discouraging, and I whimpered, worried, agonized, and almost believed him. But even though I’ve given up lots of times in my life, I usually only allow myself a week or two of sulk. Like the little engine that could, I get back on track. Ultimately no public or private humiliation has ever stopped me.

Orson Welles had given me the novella Daisy Miller, about a rich, spoiled, brash but naive young woman frm Schenectady, New York, trying to infiltrate nineteenth-century European society. “Henry James wrote this for you,” he said, slipping me a slim volume bound in faded red linen. “You act wonderfully on camera just like Daisy, but you overact in real life. And either Peter or I should direct it for you.” Peter got the job, and he filmed the book almost verbatim--there were perhaps three words in the dialogue that James didn’t write. Daisy chatters on, and on, and on, about her mother’s dyspepsia, about her nettlesome little brother, about strangers met in railroad carriages. Her manner of conversation and free spirit are judged harshly--one character says of her, “I don’t think she is capable of thought at all.” Since people often felt the same of me, it seemed perfect typecasting. In 1972 I was doing essentially what Daisy did in 1865: pushing the limits of polite society and ruining her own reputation.

Cloris Leachman gave one of her extraordinarily compelling performances as Daisy’s mother--permissive, whining, perpetually flustered--and Larry McMurtry’s son James (in his first acting job) was the bratty little brother who drones on like a fly that won’t be swatted away. The story is told completely from the point of view of Fredric Forsyth Winterbourne, the achingly correct young man who is infatuated with her but horrified by her defiance of curfews and convention. Peter had spoken to Jeff Bridges about casting Barry Brown (they had worked together in Bad Company), but no one realized that he was in the last stages of an addiction that would cause him to take his life just a few years later. He was glum and withdrawn, and his breakfast of champions consisted of beer, coffee, and Valium, a pattern that couldn’t help but affect the shooting schedule. Twilight is frustratingly evanescent for a film-maker--there are endless hours of preparation for a small window of opportunity--and Barry once staggered onto the set so drunk that we couldn’t shoot the scene before we lost the lovely light. Since he was in practically every scene, replacing him would have necessitated trashing all the film that had been shot and starting from scratch. “If he reaches for another drink,” Peter yelled to an assistant, “break his fucking arm or I’ll shoot him.”

As the filming dragged on into the heat of tourist-clogged Rome in August, Peter and I both became rather brooding and testy. Daisy Miller necessitated meticulous period details and locations in Italy evocative of the society that wealthy Americans wanted to invade, but it was to be Peter’s first movie without Polly as set designer. The wardrobe was made by Tirelli of Rome, the penultimate movie costumer, and the only liberty taken with historical authenticity at the suggestion of costume designer John Furness, was to move the time forward by five years so the women didn’t have to wear such huge, exaggerated bustles. Fittings took eight hours, and I developed chronic back pain from the tight corsets of the period, which stretched all the way from the bust to the hip, creating a perpetual swayback. There were times when I had to stop and be unlaced or reach for the smelling salts to keep from passing out.

One day I fell asleep in my dressing room and showed up half an hour past my call. “You will never be late again,” Peter screamed. “I don’t care how big a star you become. Time is money in this business. It’s not only expensive, but it’s insulting to the rest of the cast and crew. Marilyn Monroe was fired from her last picture for being late.” His tirade made an impression. In that scene, my eyes are puffy from crying, and I played the scene with exactly the right pervasive sadness. (Maybe he did it on purpose. You know how these amateur directors are.)

Despite the fact that this movie was a dream opportunity for us, Peter and I weren’t having a lot of fun together, on or ofset. He was exhausted, often not feeling well, and he didn’t want to leave the hotel. I wanted a playmate to make a midnight gelato run to the Piazza Navona. I wanted to make weekend excursions to cool Tuscan villages. I wanted to make love in Roman ruins. As always, I was better at acting out than talking out.

The perfect accomplice for hooky was a deputy producer my own age who had gotten his start working on Peter’s movies as a gofer (go for coffee, go for errands...). Our friendship began during The Last Picture Show, and we had spent afternoons by the pool of our Texas motel, taking turns bouncing on the diving board and pretending to jump into the freezing water fully clothed. We shared a love of music and a childhood informed by alcohol: his father was a jazz guitarist who went off the wagon at John Ford’s wake and died of a heart attack. The Producer had thinning brown hair, which never mattered to me (my first erotic fantasies were about Yul Brenner), and still had the carefree demeanor of a Southern California surfer: athletic and game for anything. We quickly became buddies, both of us pretending not to notice the powerful attraction because it was beyond inappropriate.

I had to go to New York to crown the new Model of the Year, and since Peter couldn’t leave, he asked The Producer to accompany me, oblivious to any potential threat. We were making a quick turnaround, Rome to New York and back to Rome in less than twenty-four hours, so Charles Bluhdorn, who ran Gulf & Western, the parent company of Paramount, got his friend Edgar Bronfman, head of Seagram’s, to lend us his private Gulfstream II. The jet was a libertine playground, all shag carpet and free-flowing champagne. We managed to behave on the flight west, but there was no way these two steam engines on the same track were not going to collide, about ten seconds after checking into the Waldorf-Astoria. When I had to go off to the pageant, I could barely walk.

I sent daisies, for obvious reasons, to the Producer’s room, reminding him of our pact: That was great, and that was all. We’re not going to do this again. However... when the heating system of the Gulfstream sputtered and failed on our return flight, we rationalized that mile-high sex would be the most efficient way to keep each other nice and warm. Back in Rome, we had to cool way down, trying not to touch or even to look at each other for fear of being discovered. We would not be lovers again until the filming was over. But we were both screwing the boss, and I found the deceit, the subterfuge, and the recklessness thrilling. The blend of sex and lies was comfortable and familiar territory for me. Betrayal? Not in my vocabulary.

The budget for Daisy Miller was just over $2 million, a paltry sum considering the overseas locations and period costumes. Peter was proud of the work but doubtful of the box-office potential. “It doesn’t feel like an audience picture,” he’d say over the dailies. His mood was not enhanced when he screened the rough print for Paramount executives.

“It’s okay,” said Frank Yablans, the chief of production, with a shrug and little emotion.

“‘Okay’?” Peter repeated, waiting for something more affirmative.

“What do you want from me?” said Yablans. “You’re Babe Ruth, and you just bunted.”

When the film came out in the spring of 1972, Newsweek raved and the New York Times called it “a triumph for all concerned.” We were invited to screen Daisy Miller at the Harvard Hasty Pudding Club. (We later found out that the student who carried our bags was Joel Silver, who would produce all the Die Hard movies.) But the movie critic Rex Reed recommended, “Go back to your blue jeans, Cybill.” That was almost laudatory compared to some reviews. At the start of production, Peter had been quoted in Timesaying, “Ithought that if Henry James had gone to all the trouble to write a good part for Cybill, I should shoot it.” The Time film critic didn’t agree: “Among all the flaws in this movie--the numbing literalness, the flagrant absence of subtlety--nothing is quite so wrong as Cybill Shepherd. Bogdanovich installed her in the lead as if she were some sort of electrical appliance being plugged into an outlet.” I understand that reviewer is dead now. I had nothing to do with it.

Daisy Miller was a box-office bomb, but it was our relationship, not the film, that most critics seemed eager to review. I believe that good reviews can be more dangerous than bad ones because it’s easier to believe them and stop striving. But there’s no way that actors don’t feel bad from the slings and arrows of outrageous fortune. Peter and I didn’t have children, so our movies were our babies, and we were wounded by the reproach. We consoled each other by reading aloud from an anthology called Lexicon of Musical Invective, which detailed the critical assaults upon great composers. (“An American in Paris is nauseous claptrap, so dull, patchy, thin, vulgar, long-winded and inane, that the average movie audience would be bored by it.” “Beethoven’s Second Symphony is a crass monster, a hideously rising wounded dragon that refuses to expire, and though bleeding in the Finale, furiously beats about with its tail erect.”) We flaunted our solidarity, brazenly leaving a press junket to make love in the next room. We were the first live-in lovers on the cover of a new magazine called People, and on the inside pages we bragged insufferably about how living together was sexier than being married. We were arrogant and smug, the message being: we’re Cybill and Peter, and you’re not. He was constantly given credit for my career, as if he were Pygmalion sculpting Galatea, or Svengali controlling Trilby’s singing through hypnotic powers. (I jokingly called him “Sven,” but he wasn’t allowed to call me “Trilby.”)

“Stop telling people you’re so in love and so happy,” Cary Grant warned Peter.

“Why?” he asked.

“Because people are not in love and not happy,” said Grant.

“I thought all the world loves a lover,” said Peter.

“Don’t kid yourself,” said Grant.

It was around this time that I got a reassuring call from Cary. “Now listen, Cybill, you’re very intelligent and I can see they’re offering you really dumb parts, but don’t get discouraged. If I was still acting, you’re the kind of girl I’d like to work with. Whatever you do, don’t get depressed and start eating.”

Peter had an aura of superiority about him and could be rude. When people didn’t understand something he considered basic, he would act as if they belonged in a day care center. Suddenly wealthier than he’d ever imagined, he changed the way he dressed, favoring brass-buttoned blazers and ascots, and drove a two-toned Silver Cloud Rolls-Royce with red leather upholstery. I bought him a quarter horse and a hand-tooled Mexican saddle with his initials on a silver horn; he bought me an Appaloosa jumper and a Hermes saddle; both arrived, draped with red ribbon, outside our house in a trailer on Christmas morning. We were disgusting.

However I might be deceiving him in private, I carried professional allegiance to extremes. When I was asked to present the 1972 Academy Award for Best Supporting Actor, I thought I’d have a little fun. “The nominees are John Houseman for Paper Moon--I mean The Paper Chase--and Randy Quaid for The Last Picture Show--I mean The Last Detail.” I was astonished when I heard two weak chuckles and the dead silence of thousands. Billy Wilder wrote in Variety, “Hollywood is now united in its hatred of Peter Bogdanovich and Cybill Shepherd.”

I’VE ALWAYS BEEN INSPIRED BY A LINE FROM GOETHE: “Whatever you can do, begin it. Boldness has genius, power and magic in it.” With great qualms, I decided to invade another medium and record an album of standards called Cybill Does It to Cole Porter. Peter agreed to produce the album, and his assistant, once again, was The Producer, who was conveniently living in an apartment less than a mile from our house. Peter had the idea to send advance cassettes to Orson Welles, Cary Grant, Fred Astaire, and Frank Sinatra, asking for blurbs to be quoted on the jacket cover. The first three sent glowing, appreciative comments, and I was hoping for the same from Sinatra. I’d met him once after a performance at Caesar’s Palace.

“I love you,” I gushed.

He fixed his cerulean eyes on me. “I love you too, baby,” he said.

But he sent a telegram after listening to the album: “Marvelous what some guys will do for a broad!” Peter tried to convince me we were just one typo short of a rave, that a misplaced exclamation point would have made the review read, “Marvelous! What some guys will do for a broad.”

It was on the basis of this album that Peter convinced 20th Century-Fox to green-light our next collaboration, an original musical comedy called At Long Last Love that he wrote using Cole Porter songs, about a madcap but impoverished heiress who loves a millionaire playboy who loves a Broadway star who loves an Italian roue. In movie musicals, actors usually record the vocals in a studio long before the film is shot and then lip-sync to those tracks when filming, so the sound of their voices is perfected with millions of dollars of studio enhancement. Audiences are accustomed to hearing this kind of technical quality, which can’t be duplicated in live performance. But Peter was more interested in spontaneity than perfection. Inspired by the 1930s Lubitsch musicals, when it was impossible to record voice and orchestra separately, he loved the subtle changes in tempo afforded by musicians following the actors. He asked the sound department at Fox to invent a process by which he could record the actors’ voices live while we heard a pianist on the set through tiny receivers in our ears, the antennae wired through our hair. One night when we were filming in downtown L.A. the police got suspicious of this equipment and threatened to arrest Peter for unlawful broadcasting.

Today many people actually love At Long Last Love--presumably it inspired Woody Allen to do a musical called Everyone Says I Love You. But when it came out, it was almost universally ravaged. We had four weeks of rehearsal (Fred and Ginger had six), and the stress took its toll: two or three times a week, Burt Reynolds would start hyperventilating and had to breathe into a paper bag. The last day of shooting I slammed three fingers in various doors (I still have a scar in my thumbnail where a studio nurse punctured it with the end of a paper clip that had been held in a flame). I bounced bralessly through the movie in 1930s-style silk-satin gowns that wrinkled so badly, I couldn’t sit down, so I spent the long shooting days propped up against an old-fashioned “leaning board.”

Considering that this frothy cinematic cocktail was released in 1975, just as the country was reeling from a post-Watergate malaise combined with a serious recession, the timing could not have been worse. Though defending it in public, Peter and I privately referred to At Long Last Love as our debacle. There was a tremendous pressure from the studio to get the movie out in a hurry, and Peter felt he was talked into some bad editing choices, which he would spend $60,000 of his own money to correct. The film was one of the last to be shown before Radio City Music Hall closed its doors for years, prompting Orson Welles to chastise us, “You shut down the fucking Rockettes!” The film community was thrilled; they’d been waiting for us to fail. The movie critic Judith Crist called Peter before the picture was released and asked, “How is it?”

“Pretty good,” said Peter.

“It better be,” she said. “They’re waiting for you with their knives out.” When Gene Shalit reviewed the film on the Today show, said, “In this movie Cybill Shepherd appears as if she cannot walk or talk, much less sing.” Then he held up a sign that read BOMB and ended with “produced, written, directed, and ruined by Peter Bogdanovich.” Vincent Canby at the New York Times, who’d had such kind words about me in Daisy Miller, wrote that “casting Cybil [sic] Shepherd in a musical comedy is like entering a horse in a cat show.” Another critic, again reviewing the relationship. called Peter “an eager foil for Cybill Shepherd, his well-publicized but untalented girlfriend.” I was crushed, humiliated, asking myself: Is it possible I am talentless? There’s an expression that goes, “If three people tell you you’re dead, lie down already.” But I kept thinking: It’s not how many times you get knocked down but how many times you get back up.

To that end, I met with the producer David Merrick and the director Jack Clayton, determined to have them cast me as another Daisy, opposite Robert Redford in The Great Gatsby. But when they asked for a screen test, I haughtily refused. “Can’t they see I’m perfect?” I asked my agent. (And the part went to... Mia Farrow.) I passed on a chance to do Agatha Christie’s Death on the Nile, since I would have spent most of the film as a corpse. (The part went to... Lois Chiles.) Certain actresses would become my nemesis: When John Schlesinger declared me too old and not vulnerable enough for The Day of the Locusts, the part went to... Karen Black. And she got the part 1 was hoping to play in Family Plot, which turned out to be Alfred Hitchcock’s final film.

I was also hoping to play the fictionalized Norma Shearer role in The Last Tycoon, a roman a clef about Irving Thalberg, which Harold Pinter had adapted from the final novel of F. Scott Fitzgerald. The producer, Sam Spiegel, and the director, Elia Kazan, asked to meet me at a Beverly Hills hangout called the Bistro Gardens. It was mid-afternoon (possibly they’d heard about my appetite and didn’t want to spring for lunch?) so the restaurant was almost empty, save for the waiters rattling cutlery as they set up tables for the dinner service. I knew that Kazan was a major Hollywood player, that he had cofounded the Actors Studio (birthplace of “the Method”). He introduced James Dean to the movie-going public in East of Eden, exposed union corruption in On the Waterfront, and assailed anti-Semitism in Gentlemen’s Agreement. I also knew of his controversial testimony before the House Un-American Activities Committee and his part in the Hollywood blacklisting. When he named colleagues who were suspected of being Communists, Stella Adler said that he committed matricide and patricide. But the luxury of turning down jobs based on political beliefs is something most actors can’t afford.

Kazan was quiet during our meeting, but Spiegel talked about working in Nazi Germany in the early 1930s and using the pseudonym S. P. Eagle when he first came to this country, thinking it sounded classy and American. He kept looking at the red and blue scarf double-wrapped around my neck, as if it were making him itchy and finally said, “Honey, take that thing off.”

“I can’t,” I said with what I thought was amusing drama, clutching my throat, “I have a hideous scar.” Kazan perked up and exchanged a glance with Spiegel--if the scene had been a cartoon, the caption would have red: “How can she talk with her foot in her mouth?” (The part went to... Ingrid Boulting.)

I went around serenading myself with a childhood rhyme that I would repeat with a certain self-absorption for years to come: “Nobody loves me, everybody hates me, guess I’ll go eat worms. Big fat juicy ones, little tiny skinny ones. Boy how they’re gonna squirm.” After my notices for At Long Last Love, it took granite ovaries to call the great jazz saxophonist Stan Getz and ask him to collaborate on an album called Mad About the Boy, named for the Cole Porter standard. The Producer produced the album. We were afraid to have Peter’s name anywhere near it, for fear of enflaming the critics, but the three of us financed it, putting up $10,000 each. Getz came on to me, and when I declined, he snarled, “It’s your fault if I go back to being a junkie and a juicehead,” ignoring me for the rest of the session. The album remained in limbo for four years, as I personally shopped it around and got turned down at the major record labels. (There’s nothing like rejection right in your face to keep you humble.) Miraculously, a few jazz critics actually heard it and liked it (being compared in the Los Angeles Times to Lee Wiley and Ella Fitzgerald is about as good as it gets). Eventually the album was released by a small company called Inner City Records, which went bankrupt a few years later. The company’s lawyer ended up with rights to the musical catalog, changed the name of my album to Cybill Getz Better, and informed me that the copies I requested would cost me an additional $10,000. I suggested he change the title to Cybill Getz Screwed.

With Peter’s approval, I had decided to rent a room of my own, a tiny studio in a tall tower on the oceanfront in Santa Monica. It was decorated with photographs of Buster Keaton, a shrine to his comic genius complete with burning candles, and I had every surface except the floor covered with smoky mirrors. One drawer of my bureau was filled with naughty gifts from Peter intended to enliven our sex life--motorized erotic gadgetry, books about tapping the lower chakras for full sexual awakening, crotch-less panties from Frederick’s of Hollywood. (The toys were okay, but I’d just as soon go into the vegetable department of a store to find playthings, although the moral majority is probably working on legislation outlawing cucumbers.) Peter called the apartment the Love Pavilion (there was no place to sit except the king-size bed), and together we sang the lines about “our little den of iniquity” from a Rodgers and Hart lyric: “For a girlie and boy, a radio’s got so much class, and so’s a ceiling made of glass.”

I don’t know if Peter assumed he was the only “boy,” but I was pretty sure I wasn’t the only “girlie” in his life. My dance instructor on At Long Last Love had told me about one of his flings. I was horrified, shocked, angered, and ultimately relieved. He never asked what went on in my apartment beyond his ken--we were still operating under our policy of mutual nondisclosure, and the apartment made it easier for me to see The Producer. But shuttling between two lovers did not preclude my taking a third, or fourth, or fifth. Perhaps my infidelity was a dysfunctional way of hedging my bets so I wasn’t as vulnerable as my mother, assuring I’d never be left by the man I loved. What was so unsatisfying about the relationship with Peter that I needed to do this? Was I trying to reclaim some control over the man who represented all the power, all the money, just as my grandfather had? Peter had given me sexual license, but he surely did not imagine that I would dare extracurricular activities quite so recklessly close to home, practically using his Rolodex as a personal dating service.

The Director was someone whose work Peter and I both admired, a craggy-faced man moran twenty-five years my senior who tended to wear long gold chains and a thick gold ID bracelet and was married to a famous actress. We were on the same Hollywood party circuit, making the occasional foursome for dinner.

Peter was out of town when The Director called, and while we were talking, I somehow ended up on the bathroom floor with the telephone cord looped around me twice. When he asked what I was doing, I embroidered the truth into something more provocative.

“I’m lying in an empty bathtub,” I said. “I often do that when I’m on the phone.”

He responded with a well-timed laugh and the appropriate question. “What do you wear while lying in the empty bathtub?”

“What does one usually wear in the tub?” I answered.

“Interesting,” he said. “I never knew you were this crazy.”

I mentioned the shrine to Buster Keaton at my beach apartment. “I’d love to see it,” he said. “Will Peter be upset if I take you to dinner?”

“Surely not with you,” I said.

We arranged to meet at the apartment. “You smell incredible,” he said when I opened the door. “What is that scent?”

“Why honey, it’s magnolia oil,” I replied in my best southern drawl. As he stepped past me, he jingled the change in his pocket distractedly and squirted his mouth with Binaca breath freshener. When I saw him looking for a place to sit, I ran to the balcony for a wooden stool, then changed my mind. “Let’s go to the pier,” I said. ‘’It’ll be an adventure.”

The Santa Monica pier was a faded relic of the Roaring Twenties, with a few seafood shanties, some rundown souvenir stands, and a wonderful carousel, closed on this chilly, foggy night. I was peering through the locked gates at its painted stallions when I heard change jingling again. It seemed to be The Director’s version of clearing his throat.

“Are you ready to go back?” he asked.

No, I wanted to walk all the way out to the end of the pier, deserted except for a few fishermen, who avoided eye contact. He walked along with me, grudgingly admiring my hitch-kicks over several garbage cans. As we got back to his car, he looked at me with a cold, self-assured expression. “If this was a scene,” he said, “I’d rewrite it.”

“How?” I asked.

“Oh, I’d have to sit at my typewriter,” he said. “That’s where the juices start flowing. I rent a house out in Malibu. It’s the only place in Los Angeles where I can breathe. Why don’t we go out there? You don’t have to worry. It’ll be perfectly all right.” I didn’t know if he was reassuring me that he had no designs on me, that he wouldn’t overstep the boundaries of his friendship with Peter, or that we wouldn’t get caught. I didn’t know which I wanted. But if you have to ask, maybe you shouldn’t do it.

The beach house was so close to the ocean that it vibrated with each breaker, and a depressing dampness filled the rooms and every surface, even the toilet seat. “Will you excuse me a minute?” he said rather formally. He was gone more than a half hour, performing, I assumed, some preseduction toilette. (I heard a Binaca spritz at least once.)

We went for a walk on the beach while he smoked a loosely rolled joint, getting red-eyed and more withdrawn. Then we sat on the sofa making excruciating small talk until he finally said, “It’s getting late. I’d better take you home.”

He phoned the next afternoon. “I called my psychiatrist today,” he said. “We’re just friends now--I finished my analysis three years ago—and I mentioned the situation with you. He thought that I was confused and guilty and that it would probably be healthy to indulge my impulsesquo; ‘There was a lingering pause. “What kind of time did you have last night?”

“Horrible,” I admitted.

“Me too,” he said. “I wanted you, but I had no idea how you felt. I thought you found me unattractive, and I was afraid of being rejected.”

I reassured him that he was every man’s idea of Adonis, and moved on to another card in the Rolodex.

Peter and I were good friends of the director John Cassavetes and his wife, the actress Gena Rowlands. John was one of the world’s great flirts, but when I phoned him at his office one day, I couldn’t get him to play.

“How are you?” I asked, an obvious siren call.

“Why are you calling me here?” he said with irritation. “What are you doing?”

Good question. I didn’t know what I was doing. I no longer believed that sexual desire meant love, but I was still convinced that I was out of control, therefore not culpable. I was using men and being used. (There is no coldheartedness toward someone else in which the cold heart is not also hurt.) As long as I didn’t get caught, I believed I was okay. I had learned early on that love is not about what you feel, but what you can get if you act lovingly, as I had with my grandfather. Men were supposed to want me, but I wasn’t supposed to want them. When I disconnected from my mother’s moral stance, which was based on the idea that my only value to the culture was sexual but I wasn’t supposed to enjoy it, I lost the protective, parental voice in my head, the voice that says: Cybill, what are you doing?

It took years to gain some understanding of my desperate sexuality. I had to believe in myself as a person with value beyond the sexual, a person with boundaries, a person who can say yes when she means yes and no when she means no and know the difference Up until then, I’d been trying to save my life the only way I knew how: lying.