Biographies & Memoirs

CHAPTER 32

Something a Little Less Serious


I’m tired of controversy,” said Stanley Kramer in October 1960. “After I finish my next picture, Judgment at Nuremberg, I’m making the biggest comedy in the history of the business—Something a Little Less Serious. It’s a long Keystone Kops comedy. Somebody said to me, ‘You should do something a little less serious,’ and so we used that as the title.”

The original title of the story had been So Many Thieves, and it was the brainchild of a transplanted Missourian named William Arthur Rose. Having settled in England at the end of the war, Rose became the journeyman screenwriter who in 1952 conceived a comedic gem about an antique auto race called Genevieve—an original script that won him the first of four Academy Award nominations. He went on to write a string of British classics: The Maggie, Touch and Go, The Ladykillers, The Man in the Sky, and The Smallest Show on Earth, four of which were forMichael Balcon’s Ealing Studios. It was, in fact, one of Rose’s stories that formed the basis of the very last of the great Ealing comedies, Davy.

Bill Rose loathed the idea of working in Hollywood, but with Ealing’s demise in 1957, he found himself adrift and scrambling for work. After a long dry spell, he traveled to California to make the rounds in April 1960, meeting Kramer for the first time in his office on the Revue lot. Rose, as Kramer later remembered it, pitched So Many Thieves along with four other story ideas, verbally developing the property as a “giant comedy” with an all-star cast of comedians, a “monster chase story, heavily larded with visual humor, and spun off against a background of time pressure in which, literally, every minute of screen time represented exactly two minutes of elapsed time in terms of the story’s progress.”

When it came time to put the story down on paper, however, Rose found himself blocked, and his agent at William Morris, Mike Zimring, urged him to simply write it out in the form of a letter. Zimring charged Kramer $20,000 for the resulting document, and another $330,000 for the original screenplay. Rose retreated to his home on the Isle of Jersey to begin work on the script, and Kramer caught up with him only briefly that summer—once in London, again at Cannes.

Rose had a mania for structure. Collaborating with his British-born wife Tania, the first few months of work were spent developing a proper character mix and puzzling out the mechanics of the thing. “For weeks and weeks and weeks,” recalled Tania Rose, “there were these eighteen feet of cardboard lying across our living room floor, marked out as if for some outsize game of snakes and ladders. There was a large white square outlined in blue with blue arrows leading out of it every which way which had simply COLLOQUY written in the middle. And then there was a bit of a grind while Bill got out the dialogue.”

The Roses turned in their first draft, carrying the title Something a Little Less Serious, just as Judgment at Nuremberg was being readied for release. But the massive 297-page script lacked an ending. “We tell ourselves that if there are to be a hundred comedians involved in this business we shall have a thousand suggestions for our pay-off to contend with before this last page is ever shot, and that a lot of them are likely to be better than any of our own devising. And if not, then we tell ourselves that, having got this far in little more than a year, we aren’t really likely to need more than another year to get a last page which really will be The End.”

In December 1961 Kramer and his attorney, Samuel S. Zagon, got Arthur Krim to agree to accept Something a Little Less Serious as one of the pictures due under Kramer’s contract with United Artists. A budget of $5 million was approved, along with the casting of Ethel Merman, Sid Caesar, Mickey Rooney, Buddy Hackett, and Spencer Tracy. Wrote Kramer:

From the onset, we were all agreed that to make it as overpowering an assault of the risibilities as possible, casting should concentrate on the top comedians of the world—all of whom would play straight parts, not their usual characterizations—to heighten the comedic effects of the script itself. That’s where the trouble started. Nightclub and television commitments usually are arranged long in advance … It became apparent after the first three telephone calls that the only way in which we would get all these people together for the minimum of three months in which each would work, would be to shoot in the summer, when they were free of television commitments and could, hopefully, juggle their nightclub dates … Happily, everyone we approached was tremendously interested. Not in the parts we had in mind. There was a considerable amount of horse-trading before we finally arrived at a completed cast.

In spite of his obvious affection for Kramer, Tracy wasn’t convinced he belonged in such company and was frankly wary of the entire affair. If the whole point of the movie was a mass assemblage of great comedians, then just where exactly did he fit in? He had, of course, played comedy but never the kind of low comedy that Rose was envisioning. Kramer, however, was convinced a cast of some fifty comics needed the rock-solid core that only Tracy could provide. As he worked to complete his principal cast with Milton Berle, Dick Shawn, Phil Silvers, Jonathan Winters, and Terry-Thomas, the title was changed to It’s a Mad, Mad, Mad, Mad World to more adequately reflect the overwhelming size and ambitions of the picture. Still, the lack of an ending bothered Tracy, and he was afraid the whole top-heavy enterprise could turn into one impossibly long shaggy dog story. In May 1962, as Kramer was shooting stunt car footage outside of Palm Springs, Tracy busied himself recording a narration track for How the West Was Won.1

“The script and the casting were completed almost simultaneously,” Kramer recounted. “Bill Rose had come over from England to spend some six months with us and with the actors, as they were hired, delving into characterizations and fighting off the inevitable suggestions for padding of this or that part.”

The 305-page shooting script was divided into two volumes—one for dialogue, the other for business. First-unit work began on June 1, 1962, with Sid Caesar and Edie Adams trapped in the basement of a hardware store. The individual comedians—Caesar and Milton Berle in particular—were asking for changes, which kept Rose, a notoriously slow writer, grinding out pages just ahead of production.

“I am eager and needful for the revisions,” Kramer prodded in a memo to Rose on June 14. “I am in complete agreement with all of them as we have discussed and I would particularly need a chance to read the conclusion for Tracy. He is my danger point at this moment and I feel that I must hold him.”

A month later, with first-unit work having shifted to the desert, the matter of an ending was still to be settled:

Tracy has never appeared in Palm Springs [to observe the filming and greet the cast] and I have never attempted to force the issue just for my own peace of mind. He has wanted out of the picture several times but finally agreed to go ahead. In regard to the end scene, when you edit it, I would urge that you give some consideration to the most basic, corny idea of all—some big statement on the subject of greed, human beings, and morals. The more I think of the finale the more I believe that the framework you have is correct but it needs a classic statement sandwiched in too for denouement to wrap up the whole sorry plight of these mad people.

Kramer knew his credibility was on the line, for he had never before directed a comedy and had produced only one—the completely forgotten So This Is New York. He likened the first few days of production in the desert to something out of Alice in Wonderland:“It became a three-day staring contest. I stared at them, waiting for them to start being funny, to display the precision timing and comedy knowledgeability for which they were justly famed. And they were waiting for me to start telling them what to do.”

In the end Tracy agreed to go ahead with the film, even as Louise—who thought it “too much, too strenuous”—advised against it. (“He wasn’t well,” she explained.) The deal was for $250,000—far more than what anyone else in the picture was getting—and in lieu of his usual percentage, Tracy would be paid another $150,000 at breakeven. As an added incentive—and a sop, perhaps, to Louise—Kramer’s production company agreed, as a signing bonus, to make a $5,000 donation to the clinic.

Tracy’s first day on the film was July 27, 1962, when he made some police station exteriors in the port city of Long Beach. The real work began August 1 on a private estate at Portuguese Bend, near Rancho Palos Verdes, where several acres had been dressed to suggest a municipal park in the fictional city of Santa Rosita.

“We didn’t know how sick Spencer Tracy was,” Buddy Hackett later said, “but he came in late the first day. We had broken for lunch when he came in. Now we’re sitting around after lunch, talking like comics do, and Spencer Tracy says, ‘Well, are we going to get started?’ And Phil [Silvers], who had never known him, said, ‘Spence, you’ve never worked with guys like these. They’re all richer than you are.’ ” The boys, Silvers explained, had waited for him a good while, and now they figured that he could wait a little. “So we all went out, did the first shot, then [the next day] we found out he was ill. Even though he was ill, he’d show up on days he didn’t have a call.2 I’d sit down at his feet and he’d ask questions about how we started.”

“The comedians,” said Marshall Schlom, “treated him as if he were God. When he came on the set, it was: ‘Do you want a glass of water?’ They valued his being there, and maybe that all paid off for Stanley. The only [other] one who got that kind of respect was Buster Keaton. When Buster worked, the comedians were toast. They fell apart.” Sid Caesar, the quietest of the principal comics, was also the most awestruck: “Seeing [Tracy] made me flash back to Loew’s Proctor Theatre in Yonkers when I saw him on the big screen in Captains Courageous with Freddie Bartholomew. Tracy kept to himself during most of the shooting. Every morning he would say, ‘Hello, Mr. Caesar,’ but we hardly ever spoke.”

On location, Tracy seemed to favor the women, particularly Edie Adams and Dorothy Provine. To Adams, who hadn’t done much movie work, he offered words of encouragement. To the twenty-seven-year-old Provine he seemed very much like her own father, and he would sit with her at lunch. “Everyone knew that he was not very well,” she said. “He’d say, ‘What time is your call tomorrow?’ I’d say, ‘Six o’clock.’ He’d say, ‘Oh, well, we’ll change that.’ So then he’d change his own call to later.”

The fact that Tracy looked old and diminished on camera wasn’t helped by his refusal to wear makeup. He was aided in his early scenes by the trademark hat he wore cocked over one eye, a show of bravado on even the toughest of days. He often arrived late and left early, laid low by bladder troubles, his own chronic sleeplessness, and the continuing loss of his friends and contemporaries. “We got to the set one day,” Caesar recalled, “and heard that Marilyn Monroe had died. Tracy was real broken up about that. He turned to me and said, ‘You think they would have stopped shooting for a minute out of respect.3 A star dies and the studio doesn’t stop for a minute. Clark Gable brought so much money into M-G-M and no one stopped when he died. There was no respect.’ ”

He got winded easily during the chase scenes through the back alleys of Long Beach, and the shots were mostly of his double, Tracy only breaking into a run for a few feet at a time. “During the filming of Mad World with all the comedians,” said Kramer, “I think that Spencer Tracy was in poorer health than I could remember: he had bad color and no stamina whatsoever. But then, even though this lack of energy showed, I think he had his best time ever during the making of a film.”

Off camera Tracy sat watching the comedians work, clearly fascinated at how they differed from actors. “The people whose memories have lived are entertainers, not actors,” he once observed. “Bert Williams, Al Jolson, Jack Benny. They’re entertainers and they’re allowed their wonderful instincts without any cages or anybody telling them, ‘No, stop there.’ Now some of them, of course, go way over and have to be held down. But great artists like Benny and Williams and Jolson—Gee, I want to tell you, when I watch a fellow like Bob Hope do a monologue, or Benny, the timing is something to behold.” Said Buddy Hackett: “He just loved watchin’ the guys.”

Kramer was under terrific pressure to bring the picture in on budget, and it took all his considerable skills as a producer to bring the thing off at all, let alone well. Despite the controls he had in place, the stunt-flying sequences nearly wrecked him. “It had been budgeted at $6.3 million,” Marshall Schlom remembered,

Two old masters: Tracy briefly shared the screen with Buster Keaton in It’s a Mad, Mad, Mad, Mad World. (SUSIE TRACY)

but Paul Mantz was draining the budget with overages. His deal was that he and Frank Tallman, the two partners in Tallmantz Aviation, were budgeted at $1 million, [but] Stanley was so frustrated with Mantz he was ready to choke him. Paul drained him.

There was this flying unit which Paul and Frank were doing, and they were supposed to supply stunt flying and process plates and points of view, things like that, but they found a gravy train in Stanley. There was a unit manager assigned to this unit, Austin Jewell, an old-time unit manager from M-G-M, but he was ineffectual … No wonder Stanley was running out of money. The flying stuff was supposed to take a couple of weeks, and it was taking a couple of months … Mantz kept piling on the bills, the accountant would pay them. Two-thirds through the picture, no money. Stanley went to United Artists to get the extra money, and UA wouldn’t give it to him. UA said they would scrap the picture.

Kramer’s patron at UA had always been Max Youngstein, the onetime partner and vice president of the company who had backed Kramer when he first said that he wanted to direct. But Youngstein had retired after the Berlin premiere of Judgment at Nuremberg,and the remaining management at UA seemed to regard Mad World as another surefire money loser, outsized and unfunny. Kramer eventually had to raise outside capital to complete the picture, even putting in some of his own. Meanwhile, he was struggling to finish with Sid Caesar by Labor Day, when Caesar was due to begin rehearsals in New York for Little Me. By the time they retreated to the studio in early November, the pressure was off. “They had to get rid of the comics because they all had other dates,” Tracy explained at the time. “They let me go to the end. The hell with me.”

Tracy’s principal scenes took place in Culpepper’s office, which had been constructed on Revue’s Stage 29. The cast had been winnowed down to just Tracy and his police station colleagues: Alan Carney, William Demarest, Charles McGraw, Zasu Pitts, Madlyn Rhue, Ken Peters, andHarry Lauter. Concurrently, a second unit was assembling the slapstick finale in which the cast finds itself trapped on the collapsing fire escape of an abandoned high-rise, a sequence accomplished with composite elements and the integration of miniatures.

For Tracy, whose comedy had always grown from character, Culpepper, like all the characters in Mad World, was pretty much a cipher, as one-dimensional as a cartoon. Rose gave him a bit of a backstory, saddling him with an unhappy marriage, a whining daughter, and a pending retirement that looked anything but cushy. It wasn’t much for him to go on, and with nine days of work ahead of him, Tracy made use of a device he had never before needed in his long career—an “idiot board” (as John Barrymore used to call it). “We’d have to set up a cue card here and there—not word for word, but just reminders of little things,” said Marshall Schlom. “And he asked for it.”

Whatever real playing Tracy did in the picture was confined to these Greek chorus scenes, mostly opposite Bill Demarest, who had been with him as far back as The Murder Man and was an old hand at playing cops. It’s Culpepper’s fifteen-year obsession with the Smiler Grogan case that animates him, the buried loot he’s sure is right there under their noses. Cracking the case should be reflected in the size of his pension, Culpepper argues, his pliable face a spectrum of emotions. (“Now come on, Aloysius, get in there and pitch a little for me, will ya? Now you know, you know Al, I got it coming …”) It was a tough part, tougher than it looked, and the scenes on Stage 29 didn’t go as smoothly as they might have at an earlier time, when he wasn’t as drained of energy and stamina. “When you get to my age,” he told a visiting newsman, “you want to do a picture that’s about something—Judgment at Nuremberg, Inherit the Wind. I don’t know what the hell this picture’s about. But I like to play comedy. It’s hard to explain. There’s a lot more joy connected with it. This picture has been an experience.”

Did he have any regrets? “No,” he said, his thoughts turning to the clinic. “I have a project in life, and the acting money has provided for the project to a great extent. So when I cool at least I will have done that. I didn’t do anything about it; Mrs. Tracy did. But the movie money helped when it was needed. But I don’t like to talk about it. It was a little thing started with one little house and now it’s all over the world.”

Tracy had finished his scenes for It’s a Mad, Mad, Mad, Mad World and was looping dialogue for Kramer the day Kate’s father, Dr. Thomas Hepburn, died at the family home in West Hartford at the age of eighty-two. His death was not unexpected; he had been in failing health for nearly a year, enduring gallbladder and prostate surgeries and growing progressively weaker. Kate remembered that he seemed to be “just quietly leaving” this world: “He smiled—he looked at us and he just slowly stopped breathing. His chin fell. He closed his eyes—he was gone—just gone. [My brother] Bob and I sat there. Such a remarkable man Dad had been. So strong. So definite. So tough and funny.”

Tracy remained in California but stayed in close touch by phone and by wire. Katharine Houghton, then a sophomore at Sarah Lawrence College, remembered taking the train home and going with her parents to the house on Bloomfield Avenue where Dr. Hepburn was “lying in our version of a wake and my step-grandmother, who was Italian, was making a great holler and fuss appropriate to her tradition.” Although the family was observing its tradition of deeply suppressed grief, it was clear to Katharine that the loss of her grandfather had left her eldest aunt devastated.

Although I have no specific memories of Kate’s grieving process at the time, from things she said to me over the years, I know that this death was the most poignant in her life to date … Not only did she have an unusually profound father-daughter relationship with her dad, brimming with mutual love and respect and, to a certain extent, a shared viewpoint on life, but his presence gave her a powerful position in the family and (in her mind) in the world at large. I’ve no doubt she focused more completely on Spencer after Hep’s death because he was now her only lifeline to herself … Tears, public moaning and groaning about death was never the Hepburn way, but that doesn’t mean her grief was any less poignant.

Long Day’s Journey into Night would be the last audiences would see of Katharine Hepburn for five years. Once the house on Bloomfield was cleaned up and vacated—it was donated to Hartford University—she flew west to California to be with Spence, and that year—atypically—they spent Christmas together in Palm Springs, “enjoying the rain.”

For the first time in memory, both Tracy and Hepburn saw a clear horizon—no commitments of any kind. (He was forced to pull out of The Greatest Story Ever Told when it looked as if production in Utah would conflict with the filming of Mad World.)4 Kate settled back into what she referred to as “Jack Barrymore’s birdcage,” the sparsely furnished aviary on Tower Grove where a stained-glass image of actress Dolores Costello dominated the living room. She did some minimal press to support Long Day’s Journey—even welcoming Hedda Hopper into her home—but was typically dismissive of a ninth Oscar nomination, which would, in fact, come in March.

The Academy Awards ceremony on April 8 brought David Lean to town, his Lawrence of Arabia having received ten nominations. Lean dined one evening with Tracy and Hepburn, neither of whom he had seen since the casting of The Bridge on the River Kwai,when he and producer Sam Spiegel had come to Kate’s New York home to try to persuade Tracy to take the part of Colonel Nicholson.

“Spencer, who read a great deal, had read the book Bridge Over the River Kwai and said, ‘I can’t do that part,’ ” Hepburn remembered. “And the first evening, he wouldn’t say yes. Then they said, ‘Can we come to dinner tomorrow night?’ And I said, ‘Fine, come on.’ So they came the next night, and he said, ‘You can’t. It isn’t right. You should have Alec Guinness play that part. He’s the only person whose personality is really suited to it.5 I’m not English.’ ” In declining the picture, perhaps Tracy was remembering his discomfort over Edward, My Son.

Lean was pleased to find Hepburn “greatly calmed and more tolerant” than she was during the making of Summertime. “Kate,” he wrote, “amazed me by saying she thought that monogamy and marriage as we know it is all wrong. (This is a reaction to all the guilt she used to carry around about her love affair with Spence.) As we agreed, if society suddenly changed and it was alright to have free love we wouldn’t all be dancing into any more beds than we do at the present. Even less perhaps … Kate says she finds it damned difficult to live in the same house as a man. Not, I presume, that she doesn’t spend a lot of nights up with Spence … She makes me laugh like mad because she’s part schoolgirl, part very logical man, and part straight as they come woman.”

There was some talk of work—Seven Days in May, briefly, playing the president, and an offer from Dino De Laurentiis to do Abraham in a film based on the Holy Bible. Louise didn’t think he should work at all. “He should have quit after Mad World. That took a great deal out of him.” Kate also knew the strain of a role on him, the toll that it took: “It was so hard for him to get to sleep. He was a real artist inside, that’s where he did his work, preparing for a role, you couldn’t see it, just as you couldn’t see it in his acting.”

He had begun seeing a psychiatrist, Dr. Karl Von Hagen, who was chairman of the Department of Neurology at the USC School of Medicine. Tracy and Dr. Von Hagen would sit together. Kate would retire to another room, but she could never hear an exchange of voices. She wanted to take him away for the summer, and Dr. Von Hagen thought the best prospect was a rental near Chester and Sally Erskine at Malibu.

It was at Traucas Beach that Tracy received a letter—accompanied by a script—from John Ford. “I would appreciate it very much if you would read this script, Cheyenne Autumn,” Ford wrote. “This, of course, is the first draft … overlong … overwritten, but that’s the way I prefer the first draft.”

The proposal was to play Carl Schurz, the “first great liberal of our country, Secretary of the Interior, and the man who finally settled the Indian question. He tells the story in narration and finally comes in at the finish in person. This would entail about a week’s work on your part. This is not a charity job as Abe Lastfogel will tell you, but a firm, legitimate offer.” The picture was being produced by Bernard Smith, who had managed the filming of How the West Was Won and envisioned another all-star epic, one entirely under the direction of Jack Ford. Tracy could see no reason not to do the picture, given the minimal amount of work involved, and signaled Lastfogel to go ahead and make the deal.

Hepburn described that summer in Malibu as “a very quiet time,” the first time in twenty-two years that she and Spence had actually lived together. By all accounts, he seemed relaxed, though frail, down to 180 pounds, a weathered shadow of his former self. They had completed two months together in the house on Broad Beach Road when, one Sunday, Tracy began having trouble breathing. Kate managed to get him out to the car; then, certain it was a heart attack, she called for help from the nearby Zuma Beach fire station. When the men arrived, they found him “ashen gray and his breathing extremely labored” as Hepburn, seated next to him, held his hand and soothed him as best she could. “Be calm and just relax … Everything is going to be all right.” As the rescue team began administering oxygen, Sally Erskine summoned a doctor from a nearby house, who gave Tracy an injection. To cover the awkward circumstances, Kate told the authorities they were about to go on a picnic. “This is a hell of a way to spend a picnic,” Tracy commented as he began feeling better.

A private ambulance arrived, followed by Tracy’s personal physician of the moment, Dr. Karl Lewis. The patient was able to walk to the ambulance—he refused to lie down—and, accompanied by his brother Carroll, was delivered to St. Vincent’s Hospital at approximately 2:30 p.m. Early that evening Dr. Lewis announced that he had suffered “a little congestion of the lungs” and developed shortness of breathing. “He is recovering, improving, and feeling fine.” Later, Louise, who left the hospital shortly before midnight, told reporters, “He is doing as well as can be expected. He seems to be coming along very nicely. We hope he will be able to come home in two or three days.” In the news reports, it was invariably noted that Louise Tracy and her husband had been “estranged for many years.” The Los Angeles Times added the seemingly gratuitous information that Katharine Hepburn was “a divorcee.”

Shielding himself from news photographers as he is wheeled into St. Vincent’s Hospital. (AUTHOR’S COLLECTION)

Letters came from all over the world, and wires arrived from friends and professional acquaintances as diverse as Betty Bacall, Lew Douglas and his family, Earl Kramer (Stanley being in Europe), and Buddy Hackett. Judy Garland sent flowers, George Cukor a scold:

SEE WHAT HAPPENS WHEN YOU EXPOSE YOURSELF TO THAT FRESH SEA AIR? COME BACK TO THE DANK SMOG OF ST IVES AND YOULL BE OKAY FOREVER

From his hospital bed, Tracy dictated replies, Hepburn faithfully taking them down in longhand. By July 23—two days after the attack—he was reported as feeling fine, sitting up and eating well. Dr. Lewis told the press that Tracy was suffering from pulmonary edema, the inability of the heart to pump effectively, thus causing an accumulation of fluid in the lungs. A spokesman for St. Vincent’s added that he would remain in the hospital for “a few days while they are making tests.” When he did finally leave, Carroll at his side, Tracy had been hospitalized for twelve days. Telling the nurses he was “feeling fine,” he was driven home to St. Ives, where Kate had effectively taken up residence. A new phone line had been installed for her personal use, leaving the original to serve as Spence’s direct line to Louise.

“I have been thinking about Spencer,” Tim Durant wrote Kate, “and the possibility of getting him to start riding again. Let’s face it, at our age it is the mildest but most complete of all forms of exercise. Every muscle is in use but the horse does the hard work. You can choose your own gait and one has the therapy of a massage with the esthetics of being out of doors. I have a very quiet horse which he could start on. He used to be a good rider, and I sincerely feel if he took it up again it would be a great thing for him as it has for me. The ranch has complete privacy and is easily accessible.”

But Tracy’s blood pressure was now dangerously high, aggravated by anxiety, and the notion of putting him on a horse—even a “very quiet” one—was unthinkable. He was, in fact, back in the hospital “just to have some tests made” by the end of the month, and he remained there through the middle of September. “Katharine Hepburn could have her choice of several important Broadway plays,” Dorothy Kilgallen told her readers, “but she’s turning down all New York offers to stay near ailing Spencer Tracy in Hollywood. Her devotion to him for more than two decades has been absolutely selfless.”6

While Tracy was in the hospital, he confessed to Kate that when he got out he wanted a snappy little sports car. “But then he said, ‘It wouldn’t do, would it—with the white hair and everything?’ And I said ‘Shoot, if it’s what you want, get it.’ So he ordered it and it was delivered to the hospital the day he got out and we went down together and there it was at the curb.” It was a dark blue Jaguar XK-E two-door convertible, one of the sexiest (and most powerful) production cars on the road. “All the nurses were leaning out of the windows, watching us. So he got behind the wheel and I got in beside him and he tried to start the motor and it wouldn’t start. And it wouldn’t start. So I jumped out, opened the hood, took a bobby pin out of my hair, and in two minutes flat I had it fixed. All the nurses started applauding. I took a bow. And we drove off in a blaze of glory.”

Hepburn was by now in full control of Tracy’s care, coordinating his medications, fixing his meals, maintaining his house, scheduling his guests. Her cooking was famously poor, and Frank Sinatra remembered being served a steak that “looked like it had been jumped on by 14 soccer players” when he came to visit. “However, in the middle of dinner the three of us are seated and having dinner, the lights went out. And I said to Shanty [his nickname for Tracy], ‘Where’s the fuse box?’ ‘No, no, no,’ he said. ‘No, no, no. She does all that kind of work. Kate—fix the lights.’ Sure enough, sure enough, she said, ‘Yes, Spensuh!’ And she got a screwdriver and a pair of pliers, and I swore that she was going to electrocute herself, but she knew exactly what to do.”

With Kate effectively making St. Ives her base in California (leaving Phyllis Wilbourn to occupy the birdcage), Tracy added a codicil to his 1961 will, bequeathing the contents of the house—furniture, fixtures, paintings—to his brother Carroll, who could in turn pass on to Hepburn everything that either belonged to her or that she wished to keep. She honored the simplicity of his home, the spare comfort designed into it, and did virtually nothing to alter it other than to move some clothes and a few personal effects into the spare bedroom. Close at hand at all times were oxygen (in case of another edema attack) and morphine (in the event of “cardiac distress”).

With Tracy in such delicate shape, the world premiere of It’s a Mad, Mad, Mad, Mad World nearly passed unnoticed within the little household. As with Judgment at Nuremberg, Kramer flew in members of the world entertainment press, taking over the Beverly Hilton and working a packed schedule of conferences, tours, and fetes. The press preview was set for November 3, 1963, at the new Cinerama Dome in Hollywood, followed by the invitational Mad World Ball with a number of cast members in attendance. The official world premiere took place four days later as a benefit for the Women’s Guild of Cedars-Sinai Hospital. Louise went and, as usual, called Spence the minute she was home. “He had been doing very serious things,” she later said. “I thought it was awful.” Kate subsequently saw the movie herself and pronounced it “funny as hell.” Tracy, as far as anyone knows, never watched it.

The early trade notices were wonderful, predicting big things at the box office, while the secular press was more divided, the reactions ranging from “wild and hilarious” (Bosley Crowther) to “appalled by nearly everything I saw and heard” (Philip K. Scheuer). Being, in some respects, the godfather of the picture, Crowther was one of the few major critics to comment at length on Tracy’s crucial role in the comic mechanism Kramer and Rose had so painstakingly devised.

“[I]t isn’t that Mr. Tracy is funny,” he wrote,

so much as it is that he is cynical and sardonic about this wholesale display of human greed and is able to move from this position into ultimate command of the hoard when the parties converge upon it and he is there to take it away. In this respect, Mr. Tracy seems the guardian of a sane morality in this wild and extravagant exposition of clumsiness and cupidity. While the mad seekers are tearing toward the money in their various ways—in automobiles that race each other in breathtaking sweeps on hairpin turns in the wide-open California desert, in airplanes that wobble overhead—Mr. Tracy sits there in wise compliance, the dignity of the law. And then, by a ruse I dare not tell you, he shows how treacherous his morality is.

Audiences kept the L.A. and New York reserved-seat engagements at capacity, while Kramer whittled away at the picture, stung by widespread comment that it was just too long, too loud, too much. When the murder of President John F. Kennedy occurred on November 22, attendance slumped badly at theaters across the nation as Americans remained glued to their TV screens. A rebound of sorts took place over the long Thanksgiving Day weekend and, thanks to advance sales, the film was back to smash business by the end of the month.

Tracy found himself top-billed in the biggest, most talked-about picture in the world, Kramer’s elaborate $400,000 press junket having paid off in a tsunami of ink. He was now, however, just 160 pounds, completely unphotographable, and in the aftermath of the Kennedy assassination, the Morris office notified Warner Bros.—Ford already being on location in Utah—that he couldn’t possibly do Cheyenne Autumn, that his doctor didn’t feel he was up to it. When the withdrawal was made public at the end of the year, it was with the news that Edward G. Robinson, who had himself suffered a serious heart attack the previous year, would step in as his replacement.

Into the new year, Tracy was plagued with bouts of dizziness and depression. At times his blood pressure surged into stage-two hypertension, and Hepburn feared that he would suffer a stroke. His potassium and blood sugar levels were too high; Kate continued to manage his diet, feeding him peas, carrots, fruits, eggs, melba toast, and iron supplements and lecturing him on the merits of a positive attitude. To bolster his spirits, she bought him a puppy—part police dog, part coyote—he named Lobo.

Stanley Kramer and Abby Mann came to dinner on February 4 to discuss Ship of Fools, for which Mann had drafted a screenplay. Kramer pitched Hepburn for the part of Mary Treadwell, but Kate said that she wouldn’t do the film—any film—without Spence. (“I think,” said Mann, “one of the reasons Stanley wanted Hepburn was to get Tracy.”) The day Hepburn called Mann to tell him what she thought of Ship of Fools, Abe Lastfogel and Phil Kellogg (the head of William Morris’ Motion Picture Department) stopped by to talk with Tracy about making another picture, this one with Steve McQueen.

The Cincinnati Kid was based on the breakout novel of the same title by Richard Jessup, a writer more familiar to the readers of genre paperbacks than hardcover fiction. Jessup had modeled his book on Walter Tevis’ The Hustler, substituting cards for pool. Producer Martin Ransohoff wanted Tracy for the role of the old master, Lancey Hodges, who, in the game of stud poker, was known simply as The Man. After reading the book, Tracy expressed an interest if Ransohoff, best known for his TV work, could land McQueen, who was inclined to commit only if Tracy was. The tentative casting was announced in March 1964 with an October start date, giving Tracy time to regain some of the weight he had lost. The screenplay was assigned to Paddy Chayefsky, the man responsible for scripting Ransohoff’s most recent production, The Americanization of Emily.

Hepburn resumed her morning tennis workouts at the Beverly Hills Hotel, even as Tracy continued to lose weight. After a bout of stomach trouble in May he was down to 158 pounds, fully clothed, and she began wondering if he could even be insured for a picture. Yet he seemed in good spirits and felt well enough to drive over to Columbia, where Kramer was shooting Ship of Fools with Vivien Leigh, Simone Signoret, and José Ferrer. He had a good time, stayed until 3:30, but was photographed on the set looking painfully thin and pale, coffee cup in hand, seated alongside actress Elizabeth Ashley. The next day, papers carried the picture nationwide, labeling the shot as his “first public appearance in a year.”

Kramer said to him: “I have your name on a director’s chair next to mine. Why don’t you go through the picture with us?” He went back a couple of more times that week, then fell into a routine of going in just once a week, specifically to have lunch with the director. “He’d come in a half hour or an hour early,” remembered Marshall Schlom, “just to hang out, and since he knew me from Judgment and Mad World, he’d come over and sit next to me. He’d want to know everything that had been going on, any gossip. He’d watch them shoot, then Stanley would call lunch and they’d go off together.”

Production on Ship of Fools was slowed by Lee Marvin’s alcoholism and Vivien Leigh’s harrowing mood swings, which necessitated electroshock treatments. Kramer was happy to have Tracy on the set to talk to visiting journalists, somewhat taking the heat off the picture’s troubled cast. When assistant director John Veitch shouted “First team!” one morning, signaling the stand-ins to step out of the scene so the stars could take their places, Tracy, after the manner of an old fire horse, rose from his chair as if to answer the call.

“Yeah, I’ve dropped 35 pounds,” he told the AP’s Bob Thomas, downplaying his various bouts of illness. “Now I can’t understand how I was able to pack all that weight around. How did I get rid of it? Just by cutting down on the chow. And I get some exercise every day. I’ve got a dog, and we go for long walks in the country.” He played along with the notion that he was studying Kramer’s technique as a director, but nobody took him very seriously. “Stanley’s as good or better than any director I’ve worked with. And I’ve worked with some of the great ones. I learned a lot watching Stanley work these last few weeks. The main thing it takes to be a director is patience. And I just don’t have the patience. I may never direct a picture.” He cast an appreciative glance toward twenty-four-year-old Elizabeth Ashley. “I really come down here to look at the girls.”

One day he was sitting with Marshall Schlom when an unfamiliar man approached with a dog-eared roll of paper. “Mr. Tracy,” the man began, offering him the roll, “I’m from M-G-M …” Tracy accepted the sheet and began uncurling an oversized print of a photograph so wide that Marshall had to take one edge in his right hand as Tracy held the other in his left. Before them was a group picture of the Metro star roster, sixty-five world-famous faces gathered for Louis B. Mayer’s birthday in 1943. There, seated front and center, was the old man, flanked by Kate on one side, Greer Garson on the other. Tracy himself was in the second row, directly behind the studio boss, clad still in the leather flight jacket he wore in A Guy Named Joe, Wallace Beery was to his right, Walter Pidgeon his left, the entire M-G-M galaxy (sans Gable) surrounding them.

“The studio is coming up on its fortieth anniversary…,” the man began, but Tracy seemed transfixed, taking in the images of Red Skelton, Hedy Lamarr, Van Johnson, Irene Dunne, Lewis Stone, Lucille Ball, June Allyson, Lionel Barrymore, Jimmy Stewart, Marilyn Maxwell, Mickey Rooney, Margaret Sullavan, Robert Benchley, Donna Reed, Esther Williams, Bill Powell, dozens of others. “We’d like to restage this photograph, with everyone sitting exactly where they were twenty years ago, and leaving the chairs empty for those who have passed away.”

By this time, Tracy was ignoring the man completely, lost in thought and a cascade of memories. Finally, leaning in toward Marshall, an impish grin crept over his face. After a moment he began to point with his free hand. “Her,” he said warmly, indicating one of the actresses in the front row. “Her,” he added, pointing to another. “Her…,” he continued. “And her …”

By August, Martin Ransohoff had a director in Sam Peckinpah. “I thought that The Cincinnati Kid had the feel of a western,” Ransohoff said, “and felt that Sam would give that kind of feel to it. I was interested in doing a gunfight with a deck of cards; The Cincinnati Kid was almost a romantic western.” Paddy Chayefsky couldn’t see it that way, having written it more as a character study. On August 3, Ransohoff and Peckinpah came to see Tracy, admitting they had no script. Alternatives to Chayefsky were discussed—Ring Lardner, Dalton Trumbo. As Hepburn noted, Tracy was “not too impressed” with Ransohoff, and two days later, while taking a phone call from the producer’s secretary, he said the hell with it. Ransohoff managed to reengage him over the search for a girl to play Christian, and Tracy was persuaded to drive to the studio one day to watch a test made of Sharon Tate, a young actress Ransohoff had under personal contract. He had, however, lost so much weight that Joe Cohn, one of the very few of the old guard still left on the Metro lot, didn’t even recognize him.

To write the new screenplay, Ransohoff hired Ring Lardner, who had spent the previous fifteen years blacklisted as one of the Hollywood Ten. It was Ransohoff’s idea that Lardner accompany him to a meeting with Tracy and Hepburn, thinking, apparently, that the cowriter of Woman of the Year would somehow forge a stronger bond with The Cincinnati Kid. At St. Ives, Kate answered the door and received Lardner warmly.

“Spence was in his dressing gown,” Lardner remembered. “He looked pretty bad.” At some point, struggling to make conversation, Ransohoff told Tracy that Joe Levine was making a picture about Jean Harlow. Tracy didn’t have much to say about Harlow, so Ransohoff added that Carroll Baker—“the titless wonder”—was going to play her. “At the phrase ‘the titless wonder’ I noticed Tracy, who was sitting very still, his eyes went to Kate to see her reaction to this phrase. And she didn’t show any at all, but there was the faintest smile on Tracy’s face, because [of] how she would react, with her particular figure, to this crude bastard talking about ‘the titless wonder.’ ”

The meeting likely had the opposite effect of what Ransohoff had intended, for when the new script came in, Tracy read it and then, in Kate’s words, “complained of bellyache.” The next day Phyllis read the script and had the same reaction—she also complained of a bellyache. In a subsequent meeting with Lastfogel and Kellogg, it was agreed to view anything else from Ransohoff “only at arm’s length.”

There was, besides, a much more promising project in the offing, as producer Walter Wanger had optioned Louis Auchincloss’ new novel, The Rector of Justin, and proposed to turn it into a film for Tracy and Hepburn with George Cukor directing. On September 25, Wanger and Cukor came to lunch, and they all parted company thinking they had a firm commitment. Then Cukor found the tone of Wanger’s follow-up “disquieting” in that Metro seemed very excited about it and that Wanger hoped to sign contracts. “To me,” Cukor said, “it sounds alarmingly like so many of the messages I’m getting these days, ‘Don’t call us we’ll call you.’ ”

By late October, Peckinpah had replaced Ransohoff as Tracy’s day-to-day connection with The Cincinnati Kid, dropping off a revised script on the twenty-ninth and confiding that he didn’t much like Ransohoff either. Hepburn thought the script more like the book, but the troublesome part of Lancey “still about [the] same.” Phil Kellogg, hyping the indisputable fact that the script was indeed better, urged Tracy to do the picture, as did Ransohoff and Peckinpah, and, at least momentarily, Tracy said that he would. He was, however, undecided again after they left and “appalled” at their pushing him.

“It is very hard to know,” Kate wrote. “Spence said that he got very tired going to Kramer studio. He puzzles me—he wants the associations but the WORK? Phyllis finished & Carroll & thought script better but part not—I told Spence I personally would not do it—too mediocre a part—could say as they have just said that McQueen would play7 it then he ST can withdraw—the other parts are really better than his & it’s just not good enough.”

In consultation with Lastfogel and Kellogg, it was decided to warn Ransohoff that Tracy would “probably not do” the picture but that he would still read further revisions of the script. Ransohoff responded by saying that he couldn’t wait any longer and would be forced to look for somebody else. Tracy said okay—the answer was no. Hepburn’s notation the next day was that Metro would not wait twelve hours for Tracy to read a new ending to the script, so the picture was off. “Spence very thrown by apparent slam to his position—the part was very poor & I feel it was correct to turn it down. It may affect Rector of Justyn [sic]. Peckinpah called to say how sorry he was & how nice two people we were. I hope we were right—I think he would have been miserable doing a bad part.”

At Kate’s suggestion, Walter Wanger signed playwright Sam Taylor to adapt The Rector of Justin, but the whole project felt shaky. Wanger told Cukor the studio was mad at Tracy over The Cincinnati Kid, but Cukor thought Wanger was just “being used.” Steve McQueen wrote Tracy on November 18, expressing regret they wouldn’t be involved together on the picture. “I was looking forward very, very much to working with you.” Tracy responded on the twentieth, saying that he, too, was sorry it didn’t work out. “I had felt from the book that it could develop into a very interesting part and a wonderful situation between them, but somehow the old man never came to life for me, and when you’re my age, you just cannot play someone you don’t comprehend. I think you are very wise to go ahead, for while it’s not the book, it’s a damn good part.”

His health by now was a constant worry—to Kate, to Louise, to his close friends and family, and to the various doctors who attended him. There were days when Hepburn took his temperature hourly, and he was regularly bedeviled by bellyaches, constipation, colds and fevers, and the edema that occasionally returned, creating a drowning sensation that induced very real and sustained panic. One night over the telephone, while talking to Louise, he suffered an attack of some sort—probably breathlessness—and Louise, thinking him alone, jumped in the car and made the twelve-minute drive to St. Ives unannounced. She found him better, calmer, by the time she arrived, but the invisible wall that divided his two households had been, for the first time, intolerably breached.

“Don’t EVER do this again!” he scolded, concerned as much for Louise’s own protection as he was for Kate’s. Visibly shaken when she returned to Tower Road, she described to Susie what had just transpired. “I don’t know if Kate was in the other room, or hiding in a closet, or if she was even there at the moment,” Susie said, “but obviously he wanted to make sure that [my mother] never came uninvited again.”

By any measure, Tracy was a high-maintenance patient, and the office of his then regular doctor, William Paul Thompson, was downtown at Good Samaritan Hospital, a good thirty-minute drive from the house on St. Ives. In August 1964 Dr. Thompson put Tracy onto a former student of his, Dr. Mitchel Covel, a cardiologist who was on the clinical faculty of the UCLA School of Medicine. Dr. Covel began seeing him on a near-weekly basis, sometimes in his office on the Westwood campus, just as often at his home above Sunset, where the slightest upset could prompt an anxiety attack.

“There was always some reason,” Dr. Covel said.

He or Kate would call. Kate was his Chief Administrative Assistant; she looked after him very well. She was sensitive to his complaints and needs and his anxieties … He would have some minor illness—colds, sore throats, diarrhea … In January of 1965 I did a complete evaluation of him, physical examination and tests. My diagnosis then was hypertensive cardiovascular disease. Heart disease due to high blood pressure, with past congestive failure … At that time, too, diabetes appeared. It had been diagnosed before, [but] he hadn’t been on diabetes medication … He had a well-established diagnosis of heart disease and diabetes, and he was treated for both with medications.

A late snapshot of Louise and Spencer Tracy, taken at the house on Tower Road in August 1964. (SUSIE TRACY)

The patient’s weight stabilized, but he was still twenty pounds lighter than he had been for It’s a Mad, Mad, Mad, Mad World, and he had, by general consensus, looked terrible in that. With Kramer’s mammoth comedy having marked its one-year anniversary, on its way to domestic rentals of $19 million in its first four years of release, the only work Tracy could manage was the narration of The Ripon College Story, a half-hour promotional film he did as “a very special friend” of the school.

Early in 1965, producer Alan Pakula and director Robert Mulligan, the team behind To Kill a Mockingbird and Love with the Proper Stranger, submitted a draft screenplay combining John Cheever’s episodic novels The Wapshot Chronicle and The Wapshot Scandal into a single picture, hoping to interest Tracy and Hepburn in playing the two principal characters, Leander and Honora. Invited to St. Ives, Mulligan was immediately struck by Tracy’s appearance—older, smaller, and frailer than he expected. “But the familiar grin was there. His voice was strong and his handshake firm. As we were introduced, his eyes fixed directly on yours and remained there for what seemed a long moment. Alan and I said later, it wasn’t so much Tracy looking at you but looking into you—and allowing you to do the same to him.”

In discussing the script, Hepburn thought her part underwritten, and there was “challenging Yankee flint” behind every remark she made.

Tracy seemed amused by all this—and then interrupted her. It was done softly, with a smile. He called her “Kathy.” He told her he was sure that we got the point, because she had been “emphatic” as usual. She smiled, turned to us, and said that as a peace offering she’d make some tea. Tracy then gave his notes. It was a completely different experience. His questions and remarks were all carefully thought out and non-combative. They were specific, focused on character—on how Leander served the story in certain scenes and on how he related to other characters. He was interested in emotional detail. His copy was marked with tabs, and he suggested moments from the novel. Would we consider including them in the next draft? We agreed to do that. It was a wonderful demonstration of a real actor at the work of breaking down a script.

The Wapshot project never came to fruition, nor did a proposed series of six one-hour specials titled The Red, White & Blue that would have marked Tracy’s network television debut. With no other prospects for work, he and Hepburn settled into a period of quiet domesticity. Kate painted and wrote, while Tracy read a great deal—everything from Pope John’s Journal of a Soul to the murder mysteries he would then send on to Louise. (“He would go through half a dozen in a week,” Louise said. “He had a standing order with the bookstore.”) Lunches were sometimes with friends, dinners were often quiet affairs served on trays in front of the TV set. “We led a tiny little life,” Kate wrote in her autobiography. “But it was very satisfactory. I felt very necessary to [him] and I really did enjoy that immensely. At a time when most ladies of my age were falling apart because they were no longer desirable—either personally or career-wise—I was wanted every hour of the day and night.”

She had to get away sometimes—to the beach, for tennis, shopping. On May 7, Tracy called Dr. Covel after stuffing himself with five hot dogs. “His diet was terrible most of the time until Kate took over. Five hot dogs! I don’t know whether he was compulsive or impulsive…[He had] indigestion. He thought he was having heart problems, or a heart attack. It was just—dog-itis! Hotdogitis.” The patient’s blood sugar was also intolerably high. “He had a blood sugar of 200 when normally it shouldn’t be above 110. Part of the reason was that he was drinking Cokes all the time, and they’re full of sugar. My advice to him then, among other things, was to switch to Diet-Rite Cola and Dad’s Low-Cal Root Beer.”

On June 23, he found Tracy upset by the death of David Selznick, who had suffered a heart attack at the age of sixty-three. “I just had to go over to him and talk to him,” said Dr. Covel, “and calm him down.” Abdominal cramps were frequent, as were urinary tract infections. In late August 1965 Tracy was admitted to Good Samaritan for tests and observation and the possibility of routine prostate surgery.

He underwent a prostatectomy on September 4, a Saturday, and for the next ten days his condition was generally regarded as good. Louise visited regularly, as did Kate, their comings and goings carefully monitored by Carroll, who staked out a place in the lobby to ensure no awkward encounters took place.

On the morning of September 14 Tracy was groggy, then semiconscious; by three in the afternoon his skin was mottled, his breathing a series of rapid, labored respirations. He went into shock, then turned blue as his kidneys began to fail. Dr. Covel explained the resulting condition, lactic acidosis, as “an electrolytic chemical disorder, when the chemicals in the body get out of whack because the kidneys aren’t operating.”

Tracy was put on a breathing machine, fed, medicated, and sustained intravenously. By late the following day, September 15, 1965, he was comatose and not expected to survive the night.


1 Tracy had withdrawn from How the West Was Won when the shooting of the Ford sequence conflicted with location work on Judgment at Nuremberg. His continued involvement with the film was due principally to Bing Crosby having earmarked his cut of the picture—reportedly 10 percent of the world gross—for the building of a new wing at St. John’s Hospital in Santa Monica. (Crosby’s company had produced the record album on which the film was based.) Irene Dunne, who headed the hospital’s auxiliary committee, was instrumental in assembling the all-star cast.

2 This impression was likely created because Tracy was officially “on hold” whenever a stunt double was working as Captain Culpepper. Tracy had two doubles for Mad World—one for driving, the other for strenuous activities like running and climbing. “We had rubber masks molded on plaster casts of actors’ faces for the stunt men to wear,” said Carey Loftin, who was Kramer’s stunt coordinator on the show. “When John Hudkins, who doubled for Spencer Tracy, walked in wearing his mask, Tracy said, ‘My God! Who’s that?’ ”

3 This was probably the day of Monroe’s funeral, August 8, as production records show that Tracy didn’t work August 5, the day of Monroe’s death, which was, incidentally, a Sunday.

4 The films, as it turned out, did not overlap, but Tracy, who disliked the idea of playing the man who ordered Christ’s crucifixion, passed on Greatest Story anyway. (“Do you think George Stevens is really that good a friend of mine?” he mused to Kate.) At a party in early November, Stevens reportedly asked Bill Demarest, “Are you friendly with Spencer Tracy?” And when Demarest said, “Sure, I love the guy,” Stevens moved on without a word. Hedda Hopper caught wind of the story and, ever ready to stir up trouble, called Stevens’ office to ask if Tracy would perhaps be starring in Stevens’ next picture, only to be told rather curtly that Stevens didn’t expect to be finished with Greatest Story “for at least six months” and that he hadn’t even thought of another.

5 At the time Lean thought Guinness wrong for the part because he lacked the “size” they needed.

6 Earl Wilson printed a similar item a couple of days later.

7 Steve McQueen’s contract gave him the option of withdrawing from the film were Tracy unable—or unwilling—to do it.

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