It turns out that getting a personal phone call from Hollywood legend Warren Beatty is not unlike getting a call from Howard Hughes, the larger-than-life, eccentric billionaire Beatty plays in his new film, Rules Don’t Apply. It goes something like this: The phone rings, a charismatic voice makes an introduction, you’re caught off-guard and you doubt the person is really who he says he is.
This is what happened about 12 years ago when veteran location manager John Panzarella was first invited by Beatty to work on his long-gestating Hughes passion project, which is finally being released on Thanksgiving.
“I’m walking across, I think it was the Paramount lot, and my phone rings,” Panzarella says. “It says ‘unknown’ or something on it. It wasn’t a number I recognized, and I answered the phone and the voice on the other end says, ‘Hello, John, this is Warren Beatty.’ And I’m like, ‘No way, who is this really,’” Panzarella recalls with a laugh. The film then went dark, but more than a decade later, Panzarella received another call to location manage Beatty’s film.
Location scout Lori Balton, LMGI, who scoured the L.A. region for Rules Don’t Apply off and on for about three years, received a similar call and, like Panzarella, was stunned to think it was actually Beatty. “[The call] came out of the blue,” she says.
Long stretches of time between Beatty’s directorial efforts are not outside the norm. Nine years passed between his sophomore film, Reds (1981), and his highly stylized comic book adaptation Dick Tracy (1990). Eight years later, Beatty’s political satire Bulworth (1998) was released, and it’s been a staggering 18 years between that film and Rules Don’t Apply.
According to Peter Biskind’s biography, Star: How Warren Beatty Seduced America, the filmmaker had a fascination with Howard Hughes at least as far back as 1973. While staying at the Beverly Hills Hotel, Beatty observed some mysterious men dressed in almost identical suits — employees of Hughes — and learned that Hughes had multiple rooms and bungalows reserved in the renowned hotel. “Beatty was impressed,” Biskind writes, “and that became the seed of a decades-long interest in doing a movie about Hughes.”
Years later, when it finally came time to consider where Beatty would shoot the film — not a biopic but rather an intimate Hollywood love story — the filmmaker recruited a team whose knowledge of period L.A. locations is unsurpassed. Between Panzarella, Balton and Oscar-nominated production designer Jeannine Oppewall, they’ve delivered and adapted stunning time-worn locales for films including L.A. Confidential, Catch Me If You Can, Argo, Seabiscuit, The Majestic, Pearl Harbor, Pleasantville, School Ties and, more recently for Panzarella, the Coen Brothers' Hail, Caesar!.
Oppewall, who designed one of the greatest of all L.A. films, L.A. Confidential, doesn’t know if she’d say she has an expertise in re-creating old L.A.; rather, she likens it to the fact that producers concerned about the great expense of making a period film want someone who’s done it before. She says, “As a designer, you get typecast in the same way you get typecast as an actor. ‘You’ve done this successfully so, OK, maybe you can do it successfully again.’” Though, she admits, finding L.A. locations of the past gets harder every year.
“I cry every time we lose another great location,” Balton says.
Panzarella says, “There’s not that much new under the sun [to shoot in L.A.], to a degree, but people like Lori Balton, people like me, will go out and we will go up and down streets till the cows come home … and in this particular case, we did that.”
Though Beatty’s film is set primarily in Los Angeles, it takes place between 1958 and 1964, a period of Hughes’ life when he lived mostly in hotels both in L.A. and abroad. With the film shooting entirely in L.A., the art and locations departments were charged with finding spots in the area that could double for Las Vegas and D.C. as well as far-off destinations such as London, Acapulco and Managua, Nicaragua. While they wouldn’t work on Rules Don’t Apply concurrently — Balton had moved on to other projects by the time cameras started rolling in 2014 — Panzarella, Balton and Oppewall proved to be a dynamic combination when it came to finding and employing the period-accurate filming locations for Rules Don’t Apply.
It was also Beatty’s iconic stature and relationships that made it possible to shoot at some L.A. spots rarely seen in movies, and one that’s hardly ever opened its doors to a feature film crew for almost 40 years.
With the upcoming release of Rules Don’t Apply, we spoke with Oppewall, Panzarella and Balton — all of whom were working with Beatty for the first time — about executing the locations for Beatty’s first film in almost two decades.
When Howard Hughes (Beatty) brings singer-songwriter and aspiring actress Marla Mabrey (Lily Collins) to L.A., she and her mother (Annette Bening) are immediately whisked away by Frank Forbes (Alden Ehrenreich), a driver assigned to one of the many starlets Hughes is supposedly grooming for fame. They drive down Hollywood Boulevard (in what is actually restored archival footage), discuss religion and finally pull up a red brick driveway that leads to the luxurious home in which Marla will be living. For a young woman who’s never been anywhere outside her small Virginia town, the view of Los Angeles from her new hillside home is straight out of the movies.
“It was a tough find,” says Oppewall about the house, which is one of the film's key locations. “I think we looked for that with the most anxiety and the longest of anything.” Panzarella says it’s the location he’s most proud of in the film, because he estimates that he and his team explored about 100 homes before finding the one with which Beatty absolutely fell in love.
Oppewall explains that the original plan for the location was a typical Spanish colonial house, like some of the film’s other starlets’ homes, which were shot on Cromwell and Dundee drives in Los Feliz. The idea for Marla’s house, though, evolved over time. It was determined that Hughes also would have owned some modern homes, and those would have been used to put up his young actresses. The aesthetic clearly sets Marla apart from the rest of Hughes’ contract players.
The house that was finally chosen, a private residence at the top of a narrow, winding street in the Hollywood Hills, was built in 1951 as nothing more than a one-bedroom bungalow, which over the years was slowly added to and eventually became a single-family home. One of the owners, Phil Mercado, tells us that, upon doing research, he found there was no architect of note attached to the house. He also said that though the home has been used previously for film, TV, music video and print work, Rules Don’t Apply is by far the biggest project, in terms of star power, to feature his home.
The spectacular view alone, though, wouldn’t be enough to make the location period-accurate for 1958 Hollywood. “We built walls to cover over where their kitchen was because their kitchen was new and inappropriate,” Oppewall says. “We painted, we emptied the whole place out, and brought in new curtains, wall hangings, furniture; we basically started over. We put in a lot of planting, a lot of bushes. There was a lot that got done to help that place out a little bit.”
Homeowner Todd Quinn tells us that due to the sharp pitch at the bottom of the driveway, the production had to devise a small ramp that made it possible for the antique cars to maneuver into the brick driveway without sustaining damage.
Though most of Mercado’s and Quinn’s first-floor furniture and decorations were placed in storage for about four months during rehearsals and shooting, the one piece of theirs that remained in the house and appeared in the film was their baby grand piano, which Marla used to play the film’s gorgeous title song.
(On a side note, the Beatles rented the house next door during what was to be their final tour in 1966.)
The hotels of Rules Don’t Apply
By the late 1950s, Howard Hughes’ companies had begun to spiral out of control. He lost contracts with the Pentagon, was forced to sell movie studio RKO and was on the brink of having to part with his airline, TWA, the company he cherished most. With the world seemingly coming apart around him, the unconventional businessman retreated into seclusion inside Bungalow 4 at the famed Beverly Hills Hotel.
“Probably more often than virtually any other location I can think of over the years, producers have said, ‘What about the Beverly Hills Hotel,’” Panzarella says.
Aside from establishing shots and montages of Beverly Hills locations, filming at the hotel has been essentially nonexistent over the last four decades. It’s likely seen as too much of a hindrance while the hotel caters to high-profile guests and events. It just so happened that Beatty, the one man in Hollywood who was making a movie about Hughes, also had a long-standing, personal relationship with the hotel.
“The only reason we shot there was because of his relationship with the hotel, period,” Panzarella says. “To my knowledge, we’re the only feature film lock, stock and barrel that has shot there in God knows when.”
The last film permitted to use as much of the hotel as Rules Don’t Apply was 1978’s California Suite. Prior to that Neil Simon comedy, films like 1963’s Move Over, Darling, Who’s Been Sleeping in My Bed? and 1957’s Designing Woman shot at the hotel, but all were relegated to the pool area.
Crucial sequences of Rules Don’t Apply were shot at multiple areas on the hotel grounds, including the patio of the fabled Polo Lounge, Bungalow 5 and North Crescent Drive on the east side of the hotel.
Though the production was granted rare access to shoot at the hotel, some portions had to be re-created on a stage. “We could not possibly have been eating up that much time at the Beverly Hills Hotel,” Oppewall says. “Warren was very sensitive to the fact that we could get to shoot there for some of the sequences but not all of them; we would be there for too long.”
It should be mentioned that the production was wrapped out of the location before highly publicized protests and boycotts began related to the Sultan of Brunei, the hotel’s owner, and severe human-rights violations in his home country.
As Rules Don’t Apply is a movie of hotels, the filmmakers would go from using one of the least filmed hotels in the city to one of the most filmed. Opened in 1923, the Millennium Biltmore Hotel in downtown L.A. has been seen in well over 50 feature films, including Ghostbusters, Pretty in Pink, Beverly Hills Cop and Beatty's own Bugsy.
Oppewall, Balton and Panzarella are unfazed by using a location that’s had so much exposure in other productions.
Panzarella sums it up by saying, “You go where the architecture is right and you hope that that carries the day. If people are looking at a movie to see whether it’s that location or that location around Los Angeles, you’ve lost them.”
“It depends upon how you shoot it,” Balton says. Through creative lighting and production design, the Biltmore Hotel in Rules Don’t Apply doesn’t appear to be the Biltmore at all. Even to the critical eye, the Gallery Bar, doubling for a restaurant in Managua and various corridors, is unrecognizable.
The last hotel to appear in Rules Don’t Apply was found far outside the 30-mile studio zone and is perhaps the most remarkable location in the film.
Set in the foothills of the San Bernardino National Forest, Arrowhead Springs, a 69-room resort complete with hot springs and pool named after synchronized swimming film star Esther Williams, opened in 1939. Designed by architect Paul Williams (no relation to Esther), the sprawling hotel property was a hot spot for the Hollywood elite and was ceremoniously opened with a performance by Rudy Vallee, Al Jolson and 17-year-old Judy Garland, hot off the release of The Wizard of Oz.
“There are probably more Paul Williams properties in movies than almost any other single architect that you can think of,” says Panzarella, who recently used a Los Feliz home designed by Williams in Hail, Caesar!.
During WWII, the Navy used the property as a rehabilitation hospital. Shortly after the war, it was brought back to life as a hotel by Conrad Hilton, only to go dormant again in the mid to late ’50s, when Vegas began to thrive. By 1962, the Campus Crusade for Christ (Cru) purchased the property for a reported $2 million. When Rules Don’t Apply used Arrowhead Springs in 2014, doubling it as an Acapulco hotel, the hillside property had been on the market, sporadically, after Cru moved its headquarters to Florida in 1991.
When considering the Acapulco hotel in Rules Don’t Apply, Oppewall remembered a New York exhibition she had attended for American interior decorator Dorothy Draper, and recalled that the designer worked on the Arrowhead Springs resort. “When we got to seriously thinking about locations, I asked if we could find out what was up with the Arrowhead Springs hotel. Was it closed? Was it dead? Was it still available?” Oppewall wondered. After the locations department contacted the San Bernardino County Film Office, Oppewall learned that the hotel was still intact and, luckily, it was available for filming. Not only was it accessible, some of Draper’s furniture had been left inside the hotel, and Oppewall arranged to rent it for a hotel room set that was built onstage. The production designer tells us that even the largest room at Arrowhead Springs, the so-called Elizabeth Taylor suite on the sixth floor, would have been too small to film in. What appears on-screen, though, is the hotel’s magnificent lobby and its sweeping front driveway.
Balton had scouted Arrowhead Springs years before working on Rules Don’t Apply and suggested it as a location for Paul Thomas Anderson’s There Will Be Blood, but it was Inherent Vice where the director used the resort.
Arrowhead Springs officially changed hands this past summer when the San Manuel Band of Mission Indians purchased the property from Cru for an undisclosed amount.
The film’s old L.A. restaurants
Though the oldest restaurant in Hollywood, Musso & Frank Grill, is no stranger to location filming, the legendary steakhouse and bar doesn’t open its doors every time a film comes knocking.
Scott Alexander, the co-writer of Ed Wood, said in 2015 that the restaurant was hard to deal with when it came to the amount of crew allowed inside and the time of day the production could shoot. Ultimately, the famous scene in which Ed Wood met Orson Welles at Musso & Frank was shot across the street at landmark Hollywood bar Boardner’s.
Panzarella, though, has had more positive experiences with Musso & Frank, which has been operating since 1919. He suggests that you just have to know the limitations of shooting there. “They close on Monday and open only for dinner on Sunday; they welcome filming on [those days]. If you really want to shoot on Tuesday, they’ll work it out. I mean, it’s more expensive because you’re buying them out when they’re not closed,” he says. “Generally speaking, they’re one of the easiest places to film.”
Oppewall tells us that we’re lucky to have the classic Hollywood restaurant where Marla and Frank go for lunch and eat in one of the restaurant’s worn, red-leather booths by the window along Hollywood Boulevard. “I think we ought to all get down on the ground and bow to [the owners of] Musso & Frank,” she says, laughing, “who have managed to [keep] that place, more or less, in an intact condition because it houses and collects so many of all of our memories. I think that the owners would be drawn and quartered and run out of town should they attempt any grand renovations.”
Also to appear in Rules Don’t Apply, if only for a brief moment, is everyone’s favorite Westside burger stand, the Apple Pan. The burger joint on Pico Boulevard, whose slogan is “Quality Forever,” has been flinging burgers topped with its signature relish and serving up its famous apple pie with vanilla ice cream since 1947. While the restaurant has been referenced in movies, television and literature, it’s quite rare that it’s actually been used as a filming location in anything outside early episodes of the original Beverly Hills, 90210.
In Rules Don’t Apply, the exterior of the Apple Pan appears for a few fleeting seconds in the background of a nighttime shot of Marla and her friend as the warm glow of the interior backlights them through the restaurant’s windows. Panzarella says that even though the location makes only a brief cameo in the film, it helps to cement the time period in which the story takes place. According to sentiments shared by Panzarella, Balton and Oppewall, the Apple Pan also happens to be a favorite restaurant of Beatty’s. “We probably wouldn’t have gotten permission to shoot there if it hadn’t been for Warren. They know Warren, Warren goes there, and they were happy to accommodate us,” Panzarella says. “They don’t usually do this sort of thing.”
Airports of Rules Don’t Apply
Airports within the L.A. city limits are just too busy for filming, and they can’t provide the period look that was needed for Rules Don’t Apply. That being the case, it was imperative for the locations department to venture outside the studio zone to find spots that could represent multiple airports around the world.
For a majority of the airport settings – L.A., Vegas and London – the production traveled out to Ontario Airport, a location that Oppewall used in Catch Me If You Can, but on a much grander scale than in Rules Don’t Apply. Not only does the airport have an old hangar that was a perfect fit for the film’s time period, the location’s proximity to another nearby landing strip factored in the decision to use Ontario Airport.
Flabob Airport in Riverside, which dates back to 1925 and was used as the Managua airport in Rules Don’t Apply, is home base for an original 1940s Douglas DC-3 passenger airliner called the Flabob Express. The plane was flown about 15 miles to Ontario Airport for an early scene in the film that introduces Marla and her mom as Frank greets them at the airport. “Yes, the damn thing still flies,” says Oppewall, wryly. The aircraft also appears later in the film when Hughes’ plane arrives in Managua.
Long Beach Harbor
Howard Hughes made the historic flight of his 200-ton wooden aircraft known as the Spruce Goose on Nov. 2, 1947. It flew for just over one mile at an altitude of 70 feet in Long Beach Harbor.
Though Hughes’ flying boat was placed into a climate-controlled hangar shortly after its one and only flight and remained there until his death in 1976, Rules Don’t Apply romanticizes the billionaire’s long-lasting legacy by displaying it at the end of a Long Beach dock, its nose lit only by a single lamp extending out from the side of the berth.
After picking up the businessman at the Beverly Hills Hotel, Frank drives with Hughes down to Long Beach, where the two stroll along the dock. In this masterful long take, Hughes makes it clear to Frank that he's not to get involved with any of Hughes' contract actresses.
The large-scale location that was chosen for this nighttime scene was Berth 60 in San Pedro, which is leased by U.S. Water Taxi, a privately owned company that services and supplies ships in the Port of Los Angeles and Long Beach. The company also transports crew members, immigration agencies and other government officials to the anchored boats. A few of the other movies to have shot at Berth 60 are Nixon, Men of Honor, 8mm and Pirates of the Caribbean: Curse of the Black Pearl. U.S. Water Taxi will occasionally provide production support. It’s not unusual for one of its cranes to pull a car out of the water after it’s just sped off the dock during a take.
Berth 60 is perhaps the one dock in Long Beach that hasn’t been seriously modernized, and it was best situated for how the Spruce Goose would be presented. “We did look at a couple of other places, which turned out to be nowhere near as exciting,” Oppewall says.
YWCA Hollywood Studio Club
Architect Julia Morgan is best known for her work on Hearst Castle. However, she designed more than 700 other buildings in California, including a series of YWCA centers, one of which was built at 1215 Lodi Place in Hollywood. The Mediterranean Revival style building, built in 1926, would come to be known as the YWCA Hollywood Studio Club.
In Rules Don’t Apply, the location appears as a dance studio where Marla and some of Hughes’ other starlets are taking lessons. The employment of the location fit hand-in-hand with the organization’s actual use of the building from the year it opened until 1975. “It was originally for single women who came from the provinces to try and find jobs as extras and actresses in Hollywood,” Oppewall says.
“Marilyn Monroe lived there; all kinds of starlets lived there at different times. It was great to use it as what it really was,” Panzarella says. “It so thoroughly embraced the Golden Era of Hollywood.”
Oppewall brought in furniture and changed some doors, but she says the place had a good vibe right from the start.
Also shot at the YWCA was the kitchen at the Desert Inn, one of Hughes’ Vegas hotels. Based on a real-life debacle, Hughes had 350 gallons of Baskin-Robbins banana-nut ice cream delivered to the Desert Inn’s kitchen when he learned that the flavor was being discontinued. Shortly after packing the hotel’s refrigerator with his favorite ice cream, Hughes switched his preference to French vanilla. It’s said that the hotel then ran special promotions on banana-nut ice cream, even giving away pints to unsuspecting jackpot winners.
Churches of Rules Don’t Apply
At the outset of the film, we learn that both Marla and Frank have had religious upbringings. It’s something that connects them but also puts them at odds.
Los Angeles has any number of spectacular churches that the filmmakers of Rules Don’t Apply could have chosen for its few church scenes.
Balton says, “We had a whole bunch of churches [under consideration], and we were just sort of waiting to see where other things ended up being before we committed to where the churches would be.”
The filmmakers eventually opted for Westminster Presbyterian Church in Pasadena. Spectacular in its own right, the location's encompassing streets had as much to do with the decision to shoot there as the church itself. “There were a lot of driving shots that were shot on the same day in the surrounding neighborhood,” Panzarella says. “You’ve got Immanuel Presbyterian off of Wilshire Boulevard, which is a great church also, but you couldn’t go driving all around there and have it appear to be period.”
Period driving shots are among the hardest to accomplish, for obvious reasons. “There’s nothing that terrifies the design department more than driving shots,” Oppewall says. “The first thing I do when I get a script by a young director that has people driving all around in the 1940s or ’50s … is say, ‘See that scene? Highlight it and hit the delete button. We can’t do that,’” Oppewall says, matter-of-factly. “It’s too hard and too expensive. Just think about it: You have to go house by house, you have to ask people to put their cars someplace else, you have to ask people to take their kiddie toys out of the front yard, you have to ask people to change all the furniture on their front patio. It goes on and on and on and on.”
Also appearing in the film is the First Christian Church of North Hollywood, which many filmmakers favor, as it resembles any standard, Midwestern Protestant church.
7000 Romaine and RKO Studios
Howard Hughes owned the fortresslike, art deco structure at 7000 Romaine Street in Hollywood — generally referred to by his employees simply as 7000 Romaine or just Romaine — from 1930 until he died in 1976.
The filmmakers of Rules Don’t Apply did investigate shooting at Hughes’ old headquarters, but various factors made it impossible. Panzarella says, candidly, that the owners of the building absolutely would not allow the production to film there.
Oppewall adds, though, that even if permission had been granted, it would still have been difficult to shoot inside. “Forget it,” she says, directly. “We could have wrangled permission to shoot the exterior of it. Getting in the interior was the same problem [as the hotel rooms] — very, very tiny, cramped spaces not quite big enough for filming comfortably, really.” The fact that a metal plating company was operating across the street was an obvious noise deterrent.
Instead, the filmmakers combined two locations in Hollywood to create 7000 Romaine: Sunset Gower Studios for office interiors and Paramount Studios for exterior shots of the office complex as well as screening room interiors at Hughes-owned RKO Pictures.
Today, 7000 Romaine, which houses a high-end clothing boutique and various other businesses, is the only building of its era left standing in the encompassing blocks. A new building is under construction across Romaine Street, to the east is a parking lot, and to the west is a vacant piece of land undergoing development.
Early in the film, we learn that Frank is from Fresno.
Though it would have been too expensive to move the entire production north to California’s Central Valley, Balton first suggested they shoot in Fresno for a couple of sequences where Frank goes home to see Sarah (Taissa Farmiga), his fiancée. “I had proposed that they go to Fresno for a lot of stuff,” Balton tells us, “because Fresno has a really good small-town look and it has a lot of great buildings.”
Instead, the filmmakers chose two houses in San Dimas, just two blocks from that city’s historic downtown district, which boasts a 1934 railroad depot, the 1887 Walker House and wooden-plank walkways.
“San Dimas has fabulous period streets that look like California in the ’30s, ’40s and ’50s,” Panzarella says. “It’s a little further than we typically want to go for production — it’s just outside the zone, which you want to avoid if you can — but it’s a phenomenal period town.”
Locations that got away
Over the three-year period that Balton scouted locations for Rules Don’t Apply, she produced an inspired array of possible filming locales working from just a basic outline of the story. Here, Balton tells us about a few of the L.A.-area locations she scouted for Rules Don’t Apply that fell by the wayside for one reason or another.
The Catalina Casino Ballroom: “I thought Catalina’s ballroom was great, and such a sweet, small-town feeling, but the ferry ride made it cost-prohibitive.”
Dorothy Chandler Pavilion: “I liked the Chandler for a period hotel.”
Santa Anita Park Club House: “There was supposed to be a hotel in the Bahamas, and I thought from a certain angle the exterior of Santa Anita could work.”
Southwest Marine Terminal: “Southwest Marine [developed in 1918 at the Port of Los Angeles] was demolished by the time they shot.”
Bullocks Wilshire Building: “Bullocks Wilshire [opened in 1929] is now a law school. It’s so beautiful, but tough to schedule filming.”
The Queen Mary: “The art deco bar in the Queen Mary is one of the most beautiful rooms in the world … [However,] for what [we] were accomplishing there, it would have been very, very expensive compared to whatever clever solution that Jeannine ended up finding. On the Queen Mary, [the crew] have to cable all the way up from their generators on the dock. From a lighting perspective, it’s hell.”
The Hollywood Palladium: “The Palladium is one of my favorite locations that’s period just because of the great lines that it has. There was a press conference that I had proposed to do at the Palladium.”
Rules Don't Apply opens in theaters on Nov. 23. Please keep in mind that some of these locations are on private property. Do not trespass or disturb the owners. Follow Jared on Twitter at @JaredCowan1.