Horace Greely said "Go West Young Man!" In 1915, the Williams family of Lone Wolf, Oklahoma did just that. Travelling by covered wagon, the Williams family made their way to New Mexico. By the time he was 14, Elmo Williams was an orphan taking care of his sisters. The young man persevered, placed his younger siblings with family members back in Oklahoma and headed to Los Angeles to attend UCLA. While working as a car-hop at the Hi-Ho drive-in in Westwood, the young Mr. Williams met a person who would change his life.

I recently had the pleasure of talking to Oscar-winning film editor, film producer and former studio executive Elmo Williams. At 92 years old, Mr. Williams is still as sharp as a man half his age. Mr. Williams is enjoying life at a slower pace in a small Oregon town, but he still is active in city affairs and in promoting film education in his part of the Great Northwest. Elmo Williams won the Best Editing Oscar for his work on the classic Western "High Noon." Mr. Williams spoke to me about the controversy surrounding the Oscar he shared with Harry Gerstad. Mr. Williams was also nominated for a Best Editing Oscar for the Disney adventure classic "20,000 Leagues Under the Sea." His peers at the American Cinema Editor’s Guild honored him with a Career Achievement Award in 1999 and the Filmmaker of the Year Award in 1971. Mr. Williams was also a longtime studio exec for 20^th Century Fox. He worked as a producer, second unit director and in one famous case, an uncredited editor on "Cleopatra." Mr. Williams was the man who fired Akira Kurosaw from the production "Tora! Tora! Tora!" The epic Pearl Harbor film took up several years of his life. Enough of my words, let’s hear from Mr. Williams himself.

EINSIDERS: You spent a number of years getting "Tora! Tora! Tora!" produced.

ELMO WILLIAMS: Yes. Four and one half years.

EI: I was curious about your interaction with Akira Kurosawa and why he left the film.

EW: He didn’t leave. We had to fire him. He worked for six weeks and only shot six minutes of film. We found out later that he was acting very erratic. His doctor said later that he had a tumor on the brain, which caused his erratic behavior. I don’t know that that is true, but it makes some sense because Kurosawa certainly didn’t make sense at the time. He spent a million dollars for nothing. He was famous for that. He had no regard for money. Not just with us but with Japanese producers as well.

EI: The man you replaced him with, Kinji Fukasaku, (Battle Royale) went on to have a distinguished career himself.

EM: Toshio Masudo was actually the one who did most of the Japanese part. Fukasaku was doing second unit with Masudo. Masudo did most of the Japanese part. Fukasku was doing process projection work with a new process called Front Projection, which had lots of problems. It was frustrating for Fukasaku to do that because things kept going wrong. It wasn’t his fault. He tried hard and made contributions. He did quite a few setups of the Japanese in flight.

EI: I think your film has gained a new appreciation following Michael Bey’s horrible "Pearl Harbor."

EM: Yes. That’s been the story all along. Everyone credits us with the most authentic film made about the bombing of Pearl Harbor.

EI: I went to a website run by a friend of yours who was auctioning off some of your movie memorabilia. There was an interesting autograph by George Peppard with a drawing of a pig. I also found a picture of you in your office with a wall covered by drawings of pigs. What’s the story behind that?

EM: I used to do that. I would have the artist blindfolded and have them draw a pig. It was just a hobby of mine. That was my London office. I was in charge of all foreign production for FOX at the time and my office walls were pretty much lined with pictures of pigs. The Daily Press sent someone out to do a story about it for the papers.

EI: The Hollywood legend goes that Lana Turner was discovered at Schwabs. It seems you got your big break at the Hi-Ho when you met film editor Merrill White.

EW: I was only 19 years old. I left Oklahoma City and moved to Los Angeles. I went to work at the Hi-Ho drive-in at corner of Whilshire Blvd. and Westwood. I enrolled at UCLA, but I didn’t have very much money, so I was working as a car-hop. Being the new guy there, whenever anyone who was difficult to wait on came in, they would say, "You wait on them." And Merrill White was one of those difficult people to please. He always had a hot temper and was very brusque. So everybody thought he was a tough guy and they didn’t like him. So I used to wait on him. He took a liking to me and I got along fine with him. So, when he got a job to work on a film that was supposed to star Jeanette MacDonald and Herbert Marshall called "A Queen’s Affair." Ernst Lubitsch was supposed to direct it. And Merrill, who was the top editor at Paramount, had worked on all of Lubitsch’s films. Merrill was the first person to cut a color picture and he was the first one to track sound in the early days. So, he was very much in demand when the British film industry started up. Anyway, he was signed to do the one film. So he came by one night and said "Hey kid, would you like to go to London?" I said, "Oh yeah. Sure." (laughs) I wasn’t paying any attention because I thought it was a pipe dream. He said, "I’ll be back at 10 O’clock to talk about it." At 10 O’clock he came in and he said, "Do you have a passport?" I said "No." "Do you have a birth certificate?" "No." He said, "Well, surely you have to have a birth certificate." I said "No. I was born in a little town in Oklahoma and they don’t keep records there." He said, "If you are going overseas, you have to have a passport and you need a birth certificate to get one." It was all Greek to me. He said, "Who was present at your birth?" "My Aunt." The ship he was sailing on was leaving in eight days. So he sent my aunt a telegram asking her to send an affidavit of his birth back by collect telegram. In those days you had to go to Washington to get a passport. There were no local offices. Merrill said "Meet me downtown to take a photograph and I’ll make the application for you. We found a Mexican photographer in East LA who was open all night. We went down there at 4 AM. Took the photograph. Merrill pasted it on the application. He sent it off special delivery to Washington D.C. Well, it takes two weeks to get a passport as a rule, but he said, "No problem. The ship sails down through the Panama Canal, up the east coast to New York and then on to England. There will be plenty of time to get a passport. So, knowing nothing about it I say, "OK." He put the application through and sent it to Washington.

I went down and got on the ship at San Pedro. When they blew the whistle and started taking the gang-plank up I wanted to jump off. I thought I was stupid. I didn’t know what to do, so I went down and locked myself in my room. I had a cabin on C Deck. The ship had to sail with the tide. I heard the whistle blow, and saw Long Beach receding in the distance. If I could have fit through the porthole, I would have jumped out. Anyway, after we got out of port, Merrill came down and asked me if I was OK. I said yes. I stayed in my room until we were well out to sea going down the coast. I managed to get acquainted with Merrill. We used to play deck tennis with him at night. It was a big adventure for me. A little Okie from Oklahoma. I landed in England with him. He had caught a throat infection and was quarantined in the Savoy Hotel in London. I got some injections so I would get sick.

EI: Was your intent on making the trip for you to learn the trade?

EW: I was just supposed to be a gofer. Somebody to send his clothes to the cleaners, pay his rent, pay his hotel bills, do his banking…just a general flunky. That’s what I was supposed to do. But then, the film that he was supposed to work on collapsed. The movie never turned out, so the British people who had invested money in it were stuck. Merrill was going to go back home. That was my deal, I was supposed to go back to California where I had enrolled in UCLA. Merrill was ready to pull out too, but they begged him over there to stay because the industry in England was just starting to grow and they didn’t have any experts there. Merrill was an expert, so they doubled his salary and begged him to stay. Merrill came to me and said, "If I decide to stay would you consider staying on." I said, "OK as long as I can go back to school." As it turned out, he never got back to America and I stayed on. I used to go out at night to where he worked. I picked up odds and ends of experience on my own. I ended up staying five and one half years in London with him.

EI: You worked on quite a few films at that time.

EW: That’s where I learned to edit films. I was pretty much self-taught. Merrill was always willing to help me, but only when I really, desperately needed it. Because his way of teaching was to let you get into hot water and let you work your way out of it.

EI: That’s not a bad way to learn!

EW: It certainly helped me a great deal. Because I made an awful lot of mistakes, but I never made a mistake I didn’t learn from.

EI: One of the popular features on DVDs these days are the "director’s cuts." Last year FOX put out what they called the Director’s Cut of "My Darling Clementine." One thing that I learned from the commentary track was that in the days of the studio system, the director would finish a film and go on to the next one. The film’s construction was left up to the editor and producer.

EW: That’s the way it was when I started.

EI: So you had autonomy and could set the tone of the film yourself?

EW: Yes. We used to…the director would finish shooting. You’d run the last dailies with him. He’d make his notes with the editor and then leave. The editor had an enormous responsibility. I never did agree with the idea of the "Director’s Cut." Because when I started directing I found that I had lost my objectivity, which I had as an editor. And I found that I could not be objective about editing a film. Because I would like one actor better than another, so, subconciously I was trying to give him more footage. When I turned to directing, I would hire an editor, even though I was capable of editing because I wanted that objectivity. I believe today, still, I believe that a lot films would be a lot better, they would be a lot cheaper, and they would get them out of the cutting room a lot quicker if they would ship the director out.

EI: I noticed that you worked on a lot of Richard Fleischer’s films. Would a director ask for you or was it because you both worked at the same studio?

EW: Dick Fleischer was in New York and he was a stage director. When sound first came in, that’s when I started, directors in Hollywood had no experience with directing dialogue. They were ‘picture’ directors. The studios started saying "We’re making talkies now, so we’d better get some guys out here from New York who know how to direct actors to read their lines. So Fleischer was one of those directors who came out from New York, who was a stage director. He was related to Sid Rogel, who was the studio manager…the head of production at RKO. Since Dick knew nothing about the mechanics of making films, I was assigned to him to help teach him. I made all of his set ups for him on his first three films.

EI: Almost a co-director on those.

EW: Yeah, well, sort of. Dick and I became good friends. After he started making his mainstream films, whenever possible, he would ask me to edit his films. He got me onto "20,000 Leagues Under the Sea" and "The Vikings." I always carried a big load. I edited some of Dick’s most successful films. Without bragging, I made lots of contributions to his films.

EI: The first film I ever saw in a theater was "20,000 Leagues Under the Sea." It was pure magic and put the hook in me.

EW: I have a lecture with "20,000 Leagues Under the Sea" here in my town in August. We have screenings now and then and I lecture with them. I’m going to lecture on "The Longest Day" and "The Vikings" soon. It helps raise money for the local theater by doing this. I lectured on "High Noon" not long ago. It filled the theater two consecutive nights and raised $28,000.00 for the local theater, which was a big help to them. So, they’ve asked me to do some others and I will.

EI: Speaking of "High Noon," that was the one you won the Oscar for, along with Harry Gerstad.

EW: All Harry did on the film was carry the film from my cutting room up to Stanley Kramer’s house. That’s his entire contribution. That is all he did.

EI: Really!

EW: What happened is…he knew I had been the editor on the film. With no help at all. Kramer had moved to Columbia and was left with "High Noon" at Motion Picture Center. Harry had a contract with Kramer as the head of his editorial department. Part of his contract was that every film Kramer made, he would get screen credit. I went to the Academy to protest in this case, because he had nothing to do with it. But he walked up and shared the Academy Award. But the Academy said that anyone who gets screen credit, as far as they were concerned was eligible. They admitted that there are a lot of people in the industry who get Academy Awards who have nothing to do with the films. Probably the biggest demonstration of that is Cedric Gibbons. He was the head of the art department at MGM. This was in the days when MGM was making all of the best pictures. Gibbons used to get screen credit. When I left Hollywood he had about sixteen Oscars, just because he was the head of the art department. But, that’s the way things are.

EI: "High Noon" was shot in ‘real time.’ How difficult was it keeping up with the clock?

EW: It was a problem. Once the film was finished Kramer wanted to take his name off of it. He fired Zinnemann, sent him packing. He said the film was a mess, didn’t know what to do with it. He wanted to take his name off of it. He said "I’m going to Palm Springs this weekend and figure out what I’m going to do with it. I’ll probably put it on the shelf." I said "Stanley, I never worked for you before, but if you give me a chance, I think I can whip this thing into a good film." He kind of looked at me like I was talking out of my head. He said, "What the hell can you do with it?" I said, "You have nothing to lose, you’re not happy with it." So he said, "OK. I’m going to Palm Springs. See what you can do with it." So I took it and completely reworked it. I re-edited the whole story, and threw out a lot of scenes that Carl Foreman had written. In three days, I had completely reworked the film. One of the problems was the Clock. Fred Zinnemann, when he directed the film, because the story was supposed to take place in actual time, he had a clock in the back of so many of the shots. My problem in re-editing the story was to either deceive the audience into looking somewhere else, or to put something in the clock to distract people from looking at it. Because there are a couple of places where the time has jumped forward or backward. But no one has ever caught it, so I figure I was successful in what I had to do.

EI: It remains to this day, one of the best-paced films in American history.

EW: It’s a classic film. After all this time, it still looks good. When I lectured on it recently, I had a chance to see it again and was surprised to learn how well it still holds up. I think it was fifty years ago that it was made.

EI: I was interested to learn that you tried to set up a film industry in Iran when the Shah was still there. How did that come about?

EW: The Shah of Iran and his two sisters were all great film fans. When Iran found oil and became affluent, they thought it would be nice to get into the film business. But they knew nothing about it. They started asking questions. Someone recommended me to them and they looked me up. We had a meeting, and they were all gung-ho to start a film industry. So, I mapped out a five-year plan with them to start up an industry. I found out the Iranians were impossible to deal with. When the Shah married a second time, he married a woman who was raised in France. She had lots of French friends. They moved in, ambitious people moved in and got some of the oil money to start up the television industry there. So, the French sold equipment and personnel for the television stations. They would not cooperate with me for a film division. It was just a big mess.

EI: Not a happy experience.

EW: Not happy at all. I had lots of trouble making the films. When I agreed to do this, when I made "Caravans," the first thing I looked for was a story that could be made there. A good story. I got Michener’s book "Caravans" that MGM owned. I made a deal to buy it from them. Then I was a close friend of David Lean. I went to him to try and get him to direct it. I had no screenplay, but he said, "If you get Robert Bolt to write a screenplay, I’ll consider doing it." I went to Robert Bolt. At the time he was breaking up with Sarah Miles and he didn’t want to talk film at all. Without him, I lost David. I ended up the property and I had to start putting it together. Something never occurred to me. Iran is a very primitive country. There are a hell of a lot of people who don’t want to go there because they like their creature comforts. The big thing was on casting. When I went to cast the film I found out that I was running up against a brick wall. As you know, a lot of the artist and a lot of the people in the film industry are Jewish, and they wanted no part of a Muslim country. Because of that I automatically lost 75% of the possibilities for casting and for help. It was only after I got Tony Quinn to sign that I was able to put together a cast. It wasn’t a great cast at that, but I put it together and we endured. We made the film. It wasn’t a very good film. It looked good, because we captured the feel of the nomads who lived in the desert and so forth.

We kept working until Khomeini came in and then everybody left. Universal picked up the picture for distribution. But then Khomeini sued everybody that had to do with Iranian funds. Universal, rather than go through a lawsuit, put the film in the vault and forgot it. I was sued for $2,000,000.00. Although I never touched a dime of their money. I was the first one exonerated. The court cases went on and on for years. I certainly wouldn’t advise anyone to get into a situation like that!

EI: After that, you came back and hooked up with some people in Oklahoma to start producing films.

EW: Yeah.

EI: A few weeks ago I interviewed P.J. Soles. She mentioned working on one of your films: "Soggy Bottom U.S.A."

EW: Yes. PJ Soles and Don Johnson. I told Gaylord, who put up the money that place where all producers got robbed was in distribution. I explained how that all happens. The result was, he decided we should distribute "Soggy Bottom" ourselves. That proved to be a big mistake. That’s a whole different ball of wax: distribution. So, not a whole lot of people saw the film. I then went ahead and made a second film for them called "Man, Woman and Child" with Martin Sheen and Blythe Danner.

EI: That got a little more exposure.

EW: Yes. Paramount picked it up. It got out there and was shown in quite a few theaters.

EI: What was your contribution to "Cleopatra?"

EW: "Cleopatra" was finished when we were making "The Longest Day." It had been in production for over three years. The overage and costs was staggering. FOX was unable to pay their bank loans because "Cleopatra" had drained the coffers. Mankiewicz, who wrote and directed it had total autonomy and he wouldn’t allow anybody to see anything. When it was finally finished, he decided he wanted to make two films out of it. One "Antony and Cleopatra" and one "Caesar and Cleopatra." The FOX board would not allow that and his contract called for just one film. So it was kind of out in limbo. Because he wouldn’t allow anybody to touch it and something had to be done with it. This was at the time we finished "The Longest Day" and Zanuck took over FOX again. The first job he faced was solving the "Cleopatra" problem. So they shipped the film to Paris without Mankiewicz knowing about it. I ran it for Zanuck. It went on for about five hours. We drank a whole case of beer while we watched it. It was obvious that it needed a whole hell of a lot of work. But because Mankiewicz believed he had made a masterpiece, he was reluctant to let anybody do anything or see it. So, Zanuck, told the press that the movie needed work, that it was too long. Mankiewicz got hold of that, he was a big friend of Taylor and Burton, so they held a quick press conference and they claimed that Zanuck was a film butcher and they would sue him and so on. So Zanuck was stymied. The film opened in New York. The theater manager claimed that he had over 200 people demand their money back. They were unhappy with it and he was unhappy with it. Because he had paid $1 million for the exclusive rights for New York City. He thought he was going to lose money so he begged Zanuck to do something. Zanuck had tangled with Mankiewicz once and was reluctant to do anything. I was kind of in the middle of all of this. One day I went down to the lab and I took it upon myself to take reject reels of the color print and cut it down to size. When I did, I called Zanuck and told him I had taken 28 minutes out of the film. He said, "Who told you to?" I said "No body. But you know and I know that something has to be done or FOX is going to go under. They can’t pay their bank loans if "Cleopatra" goes bust. Things are going to be tough." He said, "I know it, but I don’t want to tangle with Mankiewicz. Do you want to get me killed!" I said "At least come down to the theater and look at it." When the screening was over he said "No question about it. You’ve made a decent film out of it." So I said, "The ball’s in your court." He called Mankiewicz up and asked him on a Sunday to come down to the FOX office on 57^th Street. Mankiewicz knew about my reputation as a good editor, but he knew nothing about this screening and what it was for. When he walked into the theater, Zanuck was waiting for me. When he saw me back there, he smelled a rat right away. He walked around me as if I was a snake. Zanuck told him what I had done and Mankiewicz threw a fit. Offered to sue FOX, sue Zanuck. Threw a tantrum. Zanuck said "You and I disagree about this. Let’s let the public decide. They’re the ones that are eventually going to pay the bills." So, Zanuck had to talk like a Dutch Uncle to get Joe to agree to put it in the theater, the cut version. Mankiewicz said only if they put something on the marque saying this is not the original version of "Cleopatra", that this is a truncated version. Zanuck said "That’s not fair. You’re preconditioning the audience to hate it. Let’s just put it in there. You sit and watch and see what the reaction is." Eventually that is what we did. Manliewicz was in the back of the theater. Zanuck and I were sitting together in the middle of the theater. When the lights went up we turned around and Mankiewicz was gone. So we went to the theater manager and asked "Did he leave." "No, he’s up in my office." So we go up there and the theater manager said, "it was the first time they didn’t have any walk outs and nobody asked for their money back. I think it’s a miracle what you guys have done." He said that as far as he was concerned, he now had a film that might make some money. So when Zanuck came in the office, Mankiewicz walked over to Zanuck. He didn’t say anything to me, but he shook Zanuck’s hand and said, "OK. I guess you’re right. Go ahead with it." So, that’s what happened. That’s the way the film went out. The film did make money. And Burton and Taylor made money off of their percentage.

EI: That’s amazing that you just did it on your own.

EW: It was so obvious to me what needed doing. Especially, Taylor had had this long speech after she picked up the snake. I told Zanuck, "For God’s sake. Everybody in the world knows what happens when she picks up the snake. Why is she walking around giving this big oration. She’s walking around for about nine minutes spouting off her philosophy, and the picture just dies! So, that was the first thing I took out.

EI: You’ve directed film, you’ve produced films and you’ve edited films. Was there one area of film production that gave you more personal satisfaction that others.

EW: As far as I’m concerned, its all one. The joy of the whole profession is when you come out with a good film and the audience likes it. I mean, that’s the pleasure of it. It takes you a lot of sweat and a lot of hours to produce a film. When you think about it, an audience looks at it for hour and a half and they make a decision about it whether it’s going to make money or lose money. And when you’ve got one that’s going to make money and is successful, then that is a very big reward.

INTERVIEWER’S NOTE: In doing research for this interview, I discovered the website for Winchuck River Garden’s Antiques and Collectibles. Mr. Williams has a number of items for sale including several original Storyboards from "The Longest Day" as well as letters to Mr. Williams from such people as Anthony Quinn, Darryl Zanuck and Bela Lugosi. Memorabilia collectors might be interested in checking out the website. Just CLICK on the name of the store above to be taken to that website.

Rusty White