Telling the Truth Can Be Dangerous Business: The Overdue Enshrinement of Elaine May

A New Leaf

By Christoph Huber

It’s not as if Elaine May wasn’t a beloved figure in American popular culture for most of her life. Her successful pairing with Mike Nichols as an innovative improv comedy team in the late ’50s may have been short-lived—the duo broke up at the height of their success in 1961—but is regularly cited as one of the most influential and well-remembered comedy acts the US has ever known. Subsequently, May embarked on a respectable career as a playwright and performer on and off Broadway, which allowed her to branch out into the cinema, just as her former partner-turned-filmmaker Nichols had followed up his own successes as a Broadway director with the filmic double whoopee of Who’s Afraid of Virginia Woolf? (1966) and The Graduate (1967), establishing himself as one of Hollywood’s hottest tickets.

May as well eventually found her way to the director’s chair, after having played romantic interests in two largely forgotten 1967 comedies, Carl Reiner’s autobiographical Enter Laughing and Clive Donner’s Luv—both based on long-running Broadway properties, neither of which May had starred in on stage (though Nichols had directed the latter, which garnered him his second Tony). Reportedly, May wrote the script for her first venture behind the camera, A New Leaf (1971), without an intention of directing it herself, or to act as the second lead—both of which ultimately ended up happening, because of her agent’s negotiations. With this, she became only the third woman in the sound era—after Dorothy Arzner and Ida Lupino—to direct feature films for a major Hollywood studio. What followed was one of the most impressive directorial careers in the American cinema, but, famously, also one of the most embattled.

Starting with A New Leaf, May embarked on a series of four films whose remarkable darkness is barely mitigated by the fact that three of them are classified as comedies. More importantly, with the exception of her sophomore outing The Heartbreak Kid (1972)—notably also her only feature that was not considered a box-office disappointment—all ran into considerable production trouble, as May’s penchant for shooting extraordinary amounts of film collided with changes of studio regimes mid-production. Mikey and Nicky (1976), her “serious” outlier—though actually just a transposition of her themes and worldview into a slightly different register—was rejected with uncommon vitriol; however, this had nothing on the reactions to what was supposed to be her comeback, Ishtar (1987), which was famously treated as one of the most notorious flops in the history of Hollywood. (In May’s own characteristically funny words: “If all of the people who hate Ishtar had seen it, I would be a rich woman today.”)

Since then, May has given us a couple of well-received performances—including in In the Spirit (1990), a minor but quite May-like effort that is the only directorial credit of noted acting coach Sandra Seacat—and got good notices for writing two scripts for Mike Nichols: the Americanized La Cage aux folles remake The Birdcage (1996), and the Clinton campaign-à-clef dramedy Primary Colors (1998), the latter of which earned her a second Academy Award nomination (following the one shared with Warren Beatty for the 1978 fantasy Heaven Can Wait). But the tide truly turned in her favour in the last decade, which has seen May taking home a series of career achievement awards that range from the National Medal of the Arts that Barack Obama decorated her with in 2013 to the honorary Oscar given to her at the Academy Awards this past March—the latter of which surely indicates, even as ever-fewer people actually spend time following the Oscars (let alone caring about them), that the curious controversy that effectively nixed her major-studio directorial career has been swept under the rug.

Judging from public appearances, May, who turned 90 this April, is still going strong and has lost none of her wit. Tributes all over the world have been coming in during the last decade, abetted by her triumphant and also multiply awarded performance as an Alzheimer-stricken art-gallery owner in the 2018 Broadway revival of Kenneth Lonergan’s 1999 play The Waverly Gallery. This year, her nonagenarian anniversary has brought in another load of deserved showcases of her directorial work, with one upcoming at the Viennale this October—which seems as good a reason as any to take this look back at a body of work that is outstanding in its committed and uncompromising view of humanity as being deeply scarred by flaws and perfidy, while withholding one-sided judgment. Whether naively upbeat, cringe-inducingly ass-kissing, or Dracula-black deceitful, May’s protagonists are still characterized with a rare ambivalence, as their creator has the grace to indulge their shortcomings in the face of weaknesses we all know too well. After all, the aspect of her work that is most unforgiving is her satiric description of people as willing victims, imagining ourselves as free agents when we are actually trapped in the throes of a capitalist system that has warped our world beyond recognition by making us succumb to its promises.

This, I feel, is the answer to a conundrum that plagued this young cinephile in his teenage years: how could it be that films as uniformly excellent as May’s mostly had such a bad reputation? As a film-buff teenager, the only way I could encounter May’s work in my neck of the woods was through German-language television, which is how I had my initial, love-at-first-sight viewing of A New Leaf. As a devotee of Walter Matthau, I would catch anything he starred in, yet there had been slight caveats about this film in both a Matthau biography (highly undistinguished in retrospect, but one of the few books on film translated into German and actually available in the provincial backwaters where I grew up during the late ’80s) and the television magazines that served as major sources of information, all of which cited a troubled production. This primed me for a minor pleasure at best, yet what I saw instead was one of Matthau’s finest performances, not to mention a subversive approach to romantic comedy (and luxury) that far outweighed the smallish drawback of what seemed like a tacked-on happy ending (and even that was not so clear-cut, on further reflection).

A few years later, this admirer of John Cassavetes was shocked to encounter in Mikey and Nicky a film that, from the look to the lead actors, seemed like prime Cassavetes, yet was even more trenchant than anything he had ever done—including my favourite film of his, The Killing of a Chinese Bookie (which was released in the same year, 1976). Given that this film’s tone was completely different from that of A New Leaf, I became even more fascinated by May, who was still a barely known directorial entity in the literature accessible to me at a time when the internet as we know it was barely beginning to take shape. Once again, the mainstream TV guides unhelpfully filled that void, referring to Mikey and Nicky as a flop that tried to imitate the mastery of Cassavetes but failed, apart from the acting. Lost on me was the irony that Cassavetes had often faced similar putdowns in the US press, as I grew up in a European world where he had long been considered a great, independent artist, and naturally assumed it had always been that way all around the world. (Of course, looking into something like Halliwell’s Film Guide years later, I’d see that back in the day Chinese Bookie had been chided in comparable ways: “Why he keeps on trying in the face of indifference is beyond comprehension…”)

And so I ventured to the video store to rent Ishtar, a film that, sight unseen, was considered a joke in my youth. As such, it should have been interesting to a budding film lover by default: after all, contrarian distrust of the mainstream is one of the defining properties of any nerd culture. In the case of my own young self, however, the dreadful impression I had of Ishtar came not just from the misleading consensus that it was a failed mainstream comedy whose worst sin was being far too expensive and not funny enough, but also from the fact that it starred Dustin Hoffman and Warren Beatty, two actors whose annoying importance was exacerbated by their visible vanity, regardless of them having been in some New Hollywood films I greatly admired. (In fact, Hoffman’s strenuously self-conscious actorly bravado had almost sunk some of them for me—although not The Graduate, which seemed lacking in bite almost as much as it overdid the dated zeitgeist.) And, of course, when I’d first read and heard about Ishtar, the name of its director had meant nothing to me—but now, Elaine May suddenly was the main reason to take a look.

To my merriment, May not only hilariously sent up the vanity of both her stars—with their complicity, I realized, which consequently highly improved my regard for both (even as I must admit that, to this day, my favourite Hoffman moment is seeing him being tooth-tortured in Marathon Man [1976])—but also clearly and smartly made fun of Reaganite politics. (That she did so in the guise of a modern Crosby-and-Hope Road picture—which seemed an important reference point on the film’s home turf—meant absolutely nothing to me, as this had never been part of the world and culture I grew up in, but the satire still worked well without my knowing this reference.) Furthermore, since Ishtar had been such an infamous cause célèbre, I could actually check out some contemporaneous reviews to help me figure out why such a sweet (though deliciously sting-in-the-tail) comedy was treated so noxiously and regarded as one of the worst films ever made—and, unlike the self-consciously weighty Heaven’s Gate (1980), had not even been rehabilitated in Europe.

Of course, one has to point out that even at the time, all of May’s “flops” had their critical admirers. (In May’s case, the “flop” label was connected foremost to perceived financial failure, starting with A New Leaf—which actually did make money, just less than expected. Even Ishtar likely doesn’t qualify as a flop on those terms anymore, as ancillary has allowed it to earn more than it cost over the years.) As online resources got better, for instance, I would learn via ardent May admirer Jonathan Rosenbaum about how, after a crisis with Paramount, Mikey and Nicky had originally been released in a hastily assembled version full of continuity errors, and was only later restored to the director’s cut which I had seen, and which, I learned, had first been shown at MoMA—meaning that there clearly had been some prestigious support for May-as-director already. As I re-encountered May’s films over the years (and also finally saw the one which had long escaped me, The Heartbreak Kid), several times on the big screen, it became clear to me that she was a genuine maverick, in the sense that every time she had managed to take big studio money, she had always radically undercut all the notions of what makes a solid studio picture.

Part of the reason her career stalled seems to be a simple case of sexism, which has always been structurally ingrained in the Hollywood system. Not only was May unusually gifted, but she was a perfectionist and allegedly a somewhat neurotic presence—all traits that can be forgiven in male “masters” from Stanley Kubrick to Woody Allen, but which seem to have been considered indefensible when associated with a woman (and one with a very unusual profile, to boot). On the other side of the coin, even though May repeatedly sued the studios over various disputes, her steadfast downplaying of her achievements didn’t exactly align with certain feminist agendas. Still, today she probably stands as the pioneer of the first (and still very limited, when you crunch the numbers) real influx of female filmmakers into ’70s Hollywood (it’s worth remembering that Barbara Loden’s Wanda, released in 1970, was a wholly independent affair), which has surely contributed to her overdue moment(s) in the spotlight in these times. (Although, apart from her mid-length and quite intriguing 2016 PBS American Masters documentary on Nichols, which seems to double no more major film projects have emerged from her, despite occasional rumours about upcoming solo work or projects with her now-deceased longtime partner, Stanley Donen.)

Beyond her ill-fit with preconceived gender roles, May’s most taboo-breaking transgression is the disdain her work evinces for the American Dream even as she plays with the allure of that trope to invite identification with her protagonists, albeit an identification that is full of awkwardness and ambivalence. Rosenbaum has repeatedly compared May to Erich von Stroheim, and although I see where he’s coming from, I would contend that May is even more subversive in that she allows empathy for all her characters even when she submits them to spot-on caricature. Even at her most acidulous, she reveals in her characters a tragic human essence that persists in spite of the warped (self-)images promoted by the capitalist way of life, that cannot be completely wiped out by the interlinked power structures—social prestige and position, rules of conduct, or simply money—that govern their (and our) world. So while it may seem impossible to recount May’s career without resorting to the business story dictated by the system, a true tribute to her genius should simply try to capture the greatness of each of her works, in and of themselves.


A New Leaf. The very first moments of May’s first film already provide an exemplary demonstration of her ability to subtly transform terrible insights—i.e., that life has become a commodity—into amusing comic bits (a legacy of her improv routines?). As an ominous EEG signal beeps over the opening credits, Henry Graham (Walter Matthau) seems to be standing in a hospital room, ostensibly steeling himself as he awaits the worst news from a group of grave-looking doctors…who turn out to be car mechanics with a dire diagnosis for his sports car. It’s all downhill from there for useless heir Henry, as he soon thereafter finds out that he has squandered his riches and embarks on hilarious farewell rounds of his mansion and favourite spots (from his couturier to his exclusive club and the stables…), in his silly driver’s helmet, sobbing “I’m poor” as he waves goodbye to…mostly things. “I have no skills, no resources, no ambitions. All I am or was ever was is rich, and that’s all I ever wanted to be,” Henry confesses to his trusty butler (brilliantly given the appropriate stature by Brit vet Gerald Rose), only to then react with horror at his manservant’s proposed solution: “Marriage? You mean to a woman?”

Henry’s saving grace soon arrives in the graceless guise of clumsy heiress Henrietta Lowell (May), who occasions a triple rug-staining disaster at a party that allows Henry to play the heroic saviour, crowned by his immortal riposte to the offended hostess: “Madam, I have seen many examples of perversion in my time, but your erotic obsession with your carpet is probably the most grotesque and certainly the most boring I have ever encountered.” Suffering courtship over Mogen David extra-heavy Malaga wine with soda water and lime juice, during the course of which Henrietta inevitably drops the cocktail glasses, Henry ultimately proposes on the shards (“Kneeling on broken glass is my favourite pastime. It keeps me from slouching”) and proceeds with his plan of killing his newlywed wife in order to resume the lifestyle he has perfected: the art of being useless. Yet in a world where everyone is seemingly incapable of dignity or honesty (only Henrietta, as the prototypical May naïf, possesses the latter trait), Henry unwillingly winds up discovering unexpected qualities within himself.

Even though the most challenging aspect of May’s original conception—which had Henry becoming a multiple murderer, though not in the way he intended—was eliminated in a recut of the film by new Paramount studio head Robert Evans, A New Leaf excels at turning the screwball formula topsy-turvy by asking the audience to identify with a protagonist who is not only a would-be killer, but whose narcissistic lifestyle and haughty weariness are the quintessential expression of the false promises of a culture of privilege supposedly worth striving for. Matthau has never been better, constantly giving the impression of being mildly disgruntled beneath a transparent but impeccably enacted veneer of polite resignation, as if he really would overstrain himself should he actually start to give expression to his persistent annoyance and frustration. It’s just not worth it—and thus he comes across as a well-behaved “gentleman” whose dissatisfaction is actually monstrous, and he’s all the more loveable for it. Vice versa, the same applies to May with her bumbling, Jerry Lewisesque incompetence.

The Heartbreak Kid. My least-favourite May feature, but only because the others are so incredible. Though it’s attributed to Neil Simon (who wrote the script), May’s sophomore outing is clearly hers through and through, as it instantly picks up on her debut’s themes and style. In the latter department, even though May’s focus on her actors may make her direction seem free of flourishes, the film relaxedly fulfills great comedy’s demands for invisible precision work in its (often masterful) timing. A New Leaf had a perfect example of this in its unexpected use of an electric pepper mill by James Coco, who starred in Otto Preminger’s neglected Such Good Friends from the same year—which, as it happens, was pseudonymously written by May, and shares its acerbic tone with The Heartbreak Kid, whose sourness creeps more strongly to the fore the longer it goes on. 

Like Henry Graham, Heartbreak’s ostensible hero, Lenny Cantrow (Charles Grodin, in a fearless performance: he doesn’t try for the grumpy-uncle charm with which Matthau inevitably draws the audience in), is a monstrous narcissist who is trying to ditch his newlywed wife, albeit less fatally in his case. Shallow Lenny has mostly been starved for sex, which his now-wife, Lila (a riveting and, ultimately, unusually touching performance by May’s daughter, Jeannie Berlin), has been postponing until marriage. But already on the way to their honeymoon resort, Lenny becomes disillusioned with Lila’s dreams (her habit of bringing up “the next 40 or 50 years” of their marriage is a sustained and truly terrifying triumph of May’s way with running-gag dialogue), appearance, and manners. As in A New Leaf, May manages to make the audience share the protagonist’s perspective even as she completely undercuts it, which underlines how her satiric impulse always cuts both ways. What’s more, she makes The Heartbreak Kid’s tale of alienation particularly salient by making it explicitly Jewish: as Lenny encounters his dream shiksa (Cybill Shepherd), he goes to extraordinary lengths to convince her WASP dad (an impressively gruff Eddie Albert) to accept him into the family.

While this set-up would seem to allow for much frothy farce in the crowd-pleasing Simon style, May quickly complicates the proceedings as she works her way towards a painful, protracted separation dinner between Lenny and Lina (echoing a similar revelation-over-a-meal scene in Such Good Friends, even as many other elements are clearly intended as an answer to Nichols’ The Graduate). From that sequence, she works her way towards a series of confrontations that seem to grant the self-absorbed Lenny his wishes (throughout his courtship of Shepherd’s Kelly, he constantly, unconsciously underlines to her how their union would be the fulfillment of his dreams), but ultimately reveal them as the spectre of a life that will consist of recurring disappointments and eternal alienation. Beneath the guise of a bittersweet mainstream comedy, The Heartbreak Kid translates a seeming American success story into a merciless examination of self-delusion, which could be perfectly crystallized in the repeated line: “I’m in athletic equipment. It’s interesting.”

Mikey and Nicky. This seems to me the summit of May’s cinema, the film in which the she sheds the mainstream-comedy skin to bring out her unsettling worldview in full—even as the scariest thing about this chilling film is how much of it plays like a May comedy. Sending out the clowns, May brings home the desperation that is the submerged source of so many laughs. 

Basically, Mikey and Nicky is a long journey through the night, as minor mobster Mikey (Peter Falk) is called upon by his old friend Nicky (John Cassavetes), who has gotten himself into trouble once again. It’s a film of relentless paranoia—when they first leave the house, Nicky, who’s afraid of being set up for a hit, insists on changing clothes; Mikey complies, while adding ironically: “Why bother? There is no one out there, right?” Is he in on the contract for Nicky? This being a May film, you can be sure that he is (preceding a punchline from In the Spirit: “The Mafia is not gonna kill us and make it look like an accident…they’ll just kill us, they’re the Mafia!”), but she engineers so many reversals, surprises, and complexities in the relationship between the two protagonists that the question of betrayal becomes moot, and the film begins to point to something deeper in human relationships that far exceeds the genre hook.

Instead of elevating her protagonists, May delves into their weaknesses, and as they make their nocturnal rounds she connects them with a handful of fascinating supporting characters who further complicate the picture, including a hitman (Ned Beatty) who pinpoints the workings of the system when he complains, in true workingman’s fashion, that his job doesn’t pay what it should; meanwhile, an episode with Matthau’s offscreen wife, Carol Grace (in her only big role outside of Matthau’s lone directorial effort, 1960’s Gangster Story), brings out the double standard in the underworld milieu’s treatment of women in particularly piercing ways. Leitmotifs like time running out and communication breakdown are cannily interwoven via mundane details, while the pseudo-realist style catches the flavour of a place and a time (May’s hometown of Philadelphia, in all its mid-’70s grit) as the title duo wanders the streets, having endless conversations in dens serving Schmidt’s beer or in private apartments, high on angst and conflicting emotions. Much time is spent sitting in the dark and worrying about the truth, if there is any. The most inglorious of endings suggests there is, and it is both unwelcome and definitive.

Ishtar. “You never really appreciate your own country until you leave it,” says Chuck Clarke (Dustin Hoffman) to his partner, Lyle Rogers (Warren Beatty), as they’re midway on their misadventure in the fictitious African country of Ishtar (which, not quite coincidentally, is the name of an ancient Mesopotamian goddess—originally named Inanna—associated with love, war, beauty, sex, justice, and political power). This is where they get mixed up with a scene-stealing blind camel and political intrigues that have to do with leftist insurgents (their female contact, as played by Isabelle Adjani, is both implausibly seductive as well as the only competent person in the whole picture, apart maybe from Jack Weston as their wily, long-suffering agent) and the CIA, which is trying to keep in place a ruling Emir whose “palace is made of gold” even though his country’s people “have never seen a refrigerator.” (Charles Grodin gives another brilliant performance for May as the hapless heroes’ CIA contact, Jim Harrison; one of the leads even works in a Heartbreak Kid reference when he inquires, of Harrison’s profession, “Interesting work?” Is this what became of Lenny?)

In their deluded way, the spectacularly incompetent Chuck and Lyle serve as perfect avatars of US stupidity in the Third World (recalling an earlier funny exchange predicated on the mix-up of the words “smug” and “schmuck”), with the difference being that they are kind of loveable in their naïveté. Even more salient, however, may be how May uses them as a satiric representation of the artistic process—a subject that Ishtar actually treats with uncommon insight, with the proviso that all details pertaining are patently ridiculous. The film even opens with a side-splitting assemblage of the duo improvising what will become their signature song in the film, and a ditty that might double as the artistic credo for May’s directorial career: “Telling the truth can be dangerous business / Honest and popular don’t go hand in hand / If you admit that you play the accordion / No one will hire you in a rock ’n’ roll band.” 

Throughout the film, Chuck and Lyle are presented as both pitifully untalented and tasteless—the super-stupid headbands with which they are first seen are hilarious in themselves, yet will be easily topped by the rich selection of dunce caps that Beatty goes on to sport—but enthusiastic to a degree that is disarming. Their dream of rivalling Simon & Garfunkel may be one last echo of The Graduate (just as Nichols’ last film, Charlie Wilson’s War [2007], may be a lesser echo of Ishtar),whose smooth construction is bracketed by two images of a window display that goes from success—“‘Dangerous Business’ is as good as ‘Bridge Over Troubled Water’ any day of the week,” Chuck claims with utter conviction at the sight of Simon & Garfunkel’s greatest hits—to commercial failure, even as dreams have come true. And really, you haven’t lived until you see Beatty and Hoffman’s Rogers & Clarke lovingly massacre the doo-wop classic “Little Darlin’” in front of a stunned audience, along with the other brilliantly “believably bad” songs composed for the film by Paul Williams (whose work here rivals his inspired compositions for Brian De Palma’s Phantom of the Paradise [1974], another long-underrated satiric dismantling of the entertainment business—though Ishtar in some ways one-ups it with its critical allegory of Hollywood colonialism via the fusion of entertainment and politics). 

Still, it is worth noting that Ishtar is the mildest expression of the trope that stands at the centre of all of May’s films, which is a betrayal between two partners—a freshly married couple in the first two films, two male best friends in the last two. However, May still allows that there may be something of comfort to be found in the mellowing of age: as Chuck says at one point, “Life isn’t that bad. I just have a lot of pain.”