“You Saved One of My Best Pictures”: My Adventures with Peter Bogdanovich and his Lost, Last Picture Show

By James Kenney.

Fade In: Staten Island, late 1970s, early 1980s:

“Once Upon a Time…”

My world changed when I saw Peter Bogdanovich’s They All Laughed at the age of eleven on Wometco Home Theater (at that time HBO’s strange little sister) in 1982. I was raised in New Brighton, Staten Island, by parents who regularly took me to double features (such as Breakfast at Tiffany’s and Roman Holiday) at Theater 80 St. Marks in Manhattan’s East Village, with its legendary bar spilling over with candy (and brownies and coffee, not theater staples at that time).

My dad taught film courses at Manhattan College (in the Bronx, by the way), giving me the opportunity as a young child to see 16mm prints of classics like The Gold Rush and The Band Wagon in our living room. His student Bob Sheridan, later a screenwriter for low-budget auteur Jim Wynorski, would bring to our house prints of Hammer horror films and reel after reel of genre film trailers along with copies of Photon, Cinefantastique and Fangoria magazines. I was quite the little cinephile.

My mother passed from cancer in 1981, and I went into an understandable depression, hanging around the house, skipping a lot of school. My dad, after reading Andrew Sarris’s rave Village Voice review, saw They All Laughed during its short run at Dan Talbot’s New Yorker Theater, and decided for some reason that this was one for me to see, though it was certainly not a kids’ picture. 

I won’t say it saved my life, but the film, starring Audrey Hepburn, John Ritter, Ben Gazzara and the love of Peter’s life, Dorothy Stratten, brought light into the darkness that had been surrounding me. Laughed is a richly visual arabesque: Manhattan as a welcoming world of romance and fun and possibility and beautiful women and loyal friendships, just one ferry ride away.

Bogdanovich, working with cinematographer Robbie Müller, had his ensemble scamper around 5th Avenue, Times Square, the West Village, the Upper West Side and Wall Street like no one before or since, producing a gorgeous, appealing, ephemeral reality that unfolds here and now, in the moment, and we are there. It is a film that builds bridges, not walls, but also doesn’t tease or coax. Costar Dorothy Stratten wrote a poem for Bogdanovich around that time that can help convey the unusual effect this quietly beguiling film has on certain audiences:

…The moon encircled
In a misty rainbow–

Those who do not see it
Do not know it is there;
And the answer
For those who do?
It’s personal.

Cut to: My Living Room, Queens, 2020.

The original title sequence to SQUIRRELS TO THE NUTS, removed from SHE’S FUNNY THAT WAY

As Peter Bogdanovich’s latest (and ultimately last) picture show begins, we soar, like gods at play, over a gleaming Manhattan, through brilliant sunrises timed to Frank Sinatra’s boisterous, indelible “New York, New York.”  Bogdanovich, helming his first theatrical feature since 2001, is back, making a “brand new start of it,” facing the 21st century with wit and flair.

One problem. This film doesn’t exist.  But more on that to come.

As Sinatra’s indefatigable ode to the city that never sleeps reaches its crescendo, we come to my current stomping grounds of Queens, John F. Kennedy Airport to be precise. Owen Wilson arrives from Los Angeles, the camera tracking him before discovering Austin Pendleton arriving from Washington, all in one beautifully timed take. Wilson surreptitiously checks out the legs of passing flight attendants while Pendleton, up to something, anxiously surveys his surroundings.

SQUIRRELS TO THE NUTS airport sequence removed from SHE’S FUNNY THAT WAY

No musical score signaling how we should feel about anything. This is a Peter Bogdanovich film, the way he wants it, no input from money men or from mall test screenings. The music of the film, as in the Oscar-nominated Bogdanovich’s best films, is in the staging, the editing, with continual airport announcements and the hubbub of travel coloring the scene: no composer necessary.

At a newsstand, Wilson buys a paper and is disconcerted to find an unctuous, self-satisfied face (Rhys Ifans) staring up from the cover of a nearby Esquire. He turns the magazine over, only to find the same face again staring up, this time from a cologne ad. After briefly squinting into space (what are the gods up to?), Wilson covers Esquire with a copy of an adjacent New York magazine, and passes Pendleton, who is now devoting enthusiastic attention to a stuffed canary, as he exits.

As Wilson and a hired driver head for the baggage carousel, George Morfogen (a Bogdanovich regular) steps around the driver and greets Pendleton, addressing him as “Judge,” before announcing “I’ve found her. She’s living with her parents in Brooklyn.” “Parents?” Pendleton responds. “How interesting!” He then curtly rejects Morfogen’s offer to drive him home to his wife: “We’re going to Brooklyn!” (all this in one uninterrupted take.) And as these two head out, Wilson, driver, and luggage also exit the airport.

What an opening. A beautiful old-fashioned credit sequence (remember those?) setting up expectations of an old-fashioned “New York movie,” the city itself one of the characters.  We’ve been shown, not told—it’s a movie, remember —potential, yet-to-be-defined, points of conflict: Wilson’s antipathy toward Ifans, the tension between the seemingly sane Morfogen and the apparently unhinged Pendleton.  Meanwhile, the fluidity of choreography and camera movement, among characters who have no awareness of one another, combine to promise an ensemble piece, the Bogdanovich way.

This is Peter Bogdanovich set free, his breathing enraptured and senses alert, filming in New York City for the first time since Laughed in 1981, directing a large troupe in a cockeyed original romantic comedy spun by him and co-writer/producer (and ex-wife and still-friend) Louise Stratten.  The comic timing and delight in coincidence  remind us of What’s Up, Doc; the characters roaming around Manhattan, falling in and out of  love have us looking back to They All Laughed; the theatrical company struggling to put on a show despite flaming tensions among the participants recalls Noises Off and Nickelodeon; the airport opening echoes Saint Jack; an interdependent society projecting its desires and fears unto a woman disrupting its equilibrium returns us to The Last Picture Show, Daisy Miller, Texasville and The Thing Called Love; a climactic scene of characters dancing and switching off partners to  reengage with old flames references both At Long Last Love and They All Laughed; and a satisfying, resonant resolution, wistful and poignant, characteristic of nearly all Bogdanovich films.

Squirrels to the Nuts employs many Bogdanovich veterans (Colleen Camp and Tatum O’Neal in cameos, as well as Morfogen, Pendleton and Cybil Shepherd) mixed with actors new to Bogdanovich’s universe: Wilson, Ifans, Jennifer Aniston, Tova Feldshuh, Will Forte, Lucy Punch, Richard Lewis, Debi Mazar, Jennifer Esposito, an ascending Kathryn Hahn.


It is, by any measure, a handsomely constructed screwball comedy, directed by a major director at peak capability, exploring personal themes with unexpected emotional depth alongside the pratfalls and slamming doors.

Smash Cut To: Toluca Lake, California November, 2020:

Peter Bogdanovich views Squirrels to the Nuts for the first time in six years, believing it had been irretrievably lost; “You saved one of my best pictures…Can’t thank you enough, James, you’re a real trooper!”

Cue Clumsy Exposition:

More than most of his major contemporaries—the “New Hollywood” auteurs that rose to prominence in the 1970s, Scorsese, Friedkin, Lucas, Allen, Ashby— Bogdanovich, who died January 6 of this year, was a benign, if genially skeptical, humanist. He was inclined to look, we might say, at the bright side, if occasionally with a tear (or is that a speck of dust) in his eye.

Bogdanovich’s characters are anything but perfect, but he loves and empathizes with them all.

Wilson’s Albert Albertson is a famed director and well-meaning screw-up who posits his philandering as evidence that he’s a feminist; Imogen Poots’s Izzy is a kindhearted escort, aspiring actress and inadvertent home wrecker; Jennifer Aniston’s Jane, a therapist, chases a patient around her office with a letter opener; Morfogen’s private detective Harold Fleet is broke and, against his better judgment, pursuing a case involving his  son, a playwright played by Will Forte; Pendleton’s Judge is in love with Poots because “she’s the only  woman who doesn’t sound like my grandmother”; Katherine Hahn’s Delta, is a loving and devoted wife to Wilson’s Albertson, but she desires (and may have once had) an adulterous fling  with cocksure (but lonely) fellow actor Seth Gilbert, played by Rhys Ifans.

Austin Pendleton and Jennifer Aniston in a sequence from SQUIRRELS TO THE NUTS reedited and shortened in SHE’S FUNNY THAT WAY

From the hotel bellboy who dreams of being an actor to the cab driver who quits his calling mid-fare after trying to deal with Wilson and Hahn, the film offers a rich, absurdist universe of uncommon, unforgettable characters who constantly surprise us. It’s Bogdanovich country.

What a movie! So much wonderful stuff in it!

However, there is one rather glaring problem.

Squirrels to the Nuts doesn’t exist.  Or at least it didn’t, not for a long time…

Cut To: New York City Editing Room, 2014:

Squirrels to the Nuts had evidently been seen by no one on Earth since Peter Bogdanovich was pressured in 2014 to recut the film and shoot new material. Bogdanovich himself retained no copy of the film I’ve described above nor did anyone he knew.

She’s Funny That Way, released in 2015 by Lionsgate, is what we have in its place: Bogdanovich’s film, ruthlessly altered, with added voice-over narration, a humdrum score, and, as a narrative frame, an extended interview sequence featuring Poots and Ileana Douglass (shot, in fact, by Bogdanovich under duress).

Characters’ fates are changed, and whole performances (Joanna Lumley, Stephen Dorff) are removed, as are all traces of Sinatra and the many Tom Petty songs on the soundtrack (Bogdanovich and Petty had become friends after Bogdanovich directed a celebrated 2007 documentary, Running Down a Dream, about the singer).

She’s Funny That Way received essentially negative reviews and quickly disappeared. Many reading this never saw it. More than a few never heard of it. Some may have seen it and already forgot it.

And Peter Bogdanovich would never direct another theatrical feature.

Cut To: Maspeth, Queens, 2014:

After my introduction to They All Laughed in 1981, I became Bogdanovich’s Biggest Fan (a self-designated title no doubt shared with thousands of others), seeing Laughed perhaps 80-90 times over the next forty years, dragging my dad to a neighborhood theater to see Noises Off on opening day (we loved it), catching The Thing Called Love at its belated New York City premiere at Anthology Film Archives (Quentin Tarantino quietly in attendance), obtaining Bogdanovich memorabilia and press materials (I might let you have my Japanese  Illegally Yours program if you ask nicely enough), locating the screenplay of the abandoned Private Lives adaptation he hoped to shoot with Audrey Hepburn.

In one of those moments that hint to me that the universe is not random (a belief Peter shared), I, the person on Earth most desperate to see it since it was first announced, scored a copy of She’s Funny That Way from a nice Chinese lady who sold bootleg DVDs for five dollars each near my daughter’s dance school in Maspeth, Queens, in 2014, a full year before the film officially surfaced in the United States. The disc had an indifferent transfer and came with Arabic subtitles, but it was the New Peter Bogdanovich Film, here, at last. And I scored the only known copy this side of Dubai.

And, as Bogdanovich’s Biggest Fan, I had to face it: The film was a mess.

Illegally Yours (MGM/Author’s Collection)

Not a likable mess like his Illegally Yours (1987), a flop that has the feel of a wobbly-frisbee version of a true Bogdanovich picture, but more like the work of an imposter, or someone else with the same name who had been taking sloppy notes. It may have had moments better than anything in Illegally Yours, but it generally felt impersonal yet nervous in its construction, as true Bogdanovich movies never do. No silky extended takes. A routine score ladled on, battling for domination with Poots’s interminable narration, conveying in her questionable Brooklyn accent what the movie should be showing us. All the signs, in short, of a desperation recut to something that had started out much different.

But Bogdanovich did not disown She’s Funny That Way.

In fact, he and Stratten provided a pleasant audio commentary for the film’s eventual legitimate home-video release; there was nothing to suggest a troubled production history. I reluctantly allowed myself to consider the possibility that perhaps Bogdanovich’s time had passed, that his best work remained behind in the 20th century. He had shot a film that didn’t work, that had to be reshaped in post, a sad ending to an extraordinary career.

I took Funny’s deficiencies rather personally.

Cybil Shepherd, Richard Lewis and Imogen Poots in a sequence from SQUIRRELS TO THE NUTS removed from SHE’S FUNNY THAT WAY

Cut To: Lincoln Center, New York, 1997:

Our paths had fleetingly crossed: he signed my copy of Who the Devil Made It, his tremendous book of interviews with directors, at a Barnes and Noble near Lincoln Center in 1997. Peter’s eyes lit up when I started rambling timidly about how much They All Laughed meant to me. It was a pleasant, if short-lived, conversation, and his personalized signing registered appreciation for my admiration at a time when his career was faltering:

For Jim – Thanks for liking They All Laughed – it’s my favorite of my own stuff. I really appreciate the kind and encouraging words! All the Best! Peter Bogdanovich

Cut To: Toluca Lake, Los Angeles, 2019:

A lovely if indirect encounter. A piece I wrote on Bogdanovich’s Saint Jack and They All Laughed, at the time of Saint Jack’s release on Blu-ray, was sent to Peter by a mutual friend, who shared Peter’s emailed response:

“…That article you forwarded f****g floored me. Somebody Got IT!!!! Very moved by it, never knew of its existence, but do now thanks! Really appreciate your sending it to me.”

It was satisfaction enough that I had been read by Bogdanovich, that he had seen and been moved by my efforts to put on the page how much his work, especially these two seminal but undervalued films, meant to me. I shared the news with friends, who were fittingly impressed and happy for me, and carried on my busy life as a teacher raising two kids with my wife.

Cut To: Staten Island, Late 1970s:

Moments . . .

When I was a small child, my dad took me to a panel discussion at the Staten Island public library at which Frank Capra would be taking questions. Those living room 16mm screenings were paying off. Without consulting my dad, I raised my hand and, recognized by the moderator at a nudge from Capra, asked a question about Capra’s silent film The Strong Man, a personal favorite of mine. (No one on the panel or in the audience had referenced Capra’s work in the silent era.). A beaming Capra went into a lengthy discussion of his silent films.

. . . in a not quite random universe…

Cut To: Manhattan, 2018:

My wife and two young children joined me at a Bogdanovich retrospective at the Quad Cinema in Manhattan, coinciding with the release of The Great Buster, Peter’s documentary on Buster Keaton. She’s Funny That Way wasn’t screened at this otherwise comprehensive overview of his career.

And history repeated itself. After a screening of They All Laughed, with no encouragement from me, my son Julian, then eight years old, raised his hand. The moderator declared the session over, but Bogdanovich pointed to my son and said he wanted to hear the question. Julian wished to know if a scene at Rockefeller Center was scripted or “just happened,” having just heard Bogdanovich discuss the many improvised moments during the shoot. Scripted, Bogdanovich replied. But, he added with a smile, “Good question.”

Colleen Camp, John Ritter and Dorothy Stratten in THEY ALL LAUGHED

Later that week, our paths crossed in the men’s room before a screening of Noises Off, his 1992 adaptation of Michael Frayn’s farce. As we both washed our hands, I again praised They All Laughed, and he asked if I’d be staying for the screening. Then, hands clean, we went our separate ways.

In total, four “pieces of time” that Bogdanovich would certainly never remember but I would certainly hold on to.

Peter Bogdanovich on the set of NOISES OFF

Montage Sequence:

Life goes on. Over the years I’ve become friends with some of Peter’s many fans, including as committed a Bogdanovich buff as Bill Teck, who produced and directed One Day Since Yesterday, the essential documentary about Bogdanovich and the making of They All Laughed. However, I was apparently the only true fan; you know, obsessed with cracking the mystery of She’s Funny That Way. How could any genuine Bogdanovich devotee accept this stumbling footnote as his final act? Cracking the code of Funny became my personal obsession. No one else seemed to care.

I looked regularly on eBay, hoping that someone might dump a copy of its screenplay, or anything that might shed light on how a project with such promise didn’t deliver. Perhaps reading a script would allow me to see what Bogdanovich was aiming for, even if he missed the target. Or was the problem in the intention itself, a movie wrong-headed from the start?  Regardless, I kept the faith and kept up the search.

But there was little out there; as the 21st century has deteriorated into a digital morass, there are no more lobby cards or press kits to pick up, no magazines to buy back issues of, little in the way of release posters or ephemera to be found, especially for small releases like Funny. But I never stopped looking…

Slow Dissolve to Queens New York, 2020:

On Screen Title: “Victory belongs to the most persevering.” – Napoleon Bonaparte

October 2020: I was poking around eBay on a Sunday evening, when I should’ve been grading papers. 

And I stumbled on a life-changing moment, for me, and for Peter Bogdanovich.

There was an eBay listing that didn’t even mention Bogdanovich by name but seized my attention: “She’s Funny That Way a/k/a Squirrels to the Nuts Production SONY HDCAM Tape/ Jennifer Aniston & Owen  Wilson 2013


What was apparently being offered for 150 US dollars was a production tape of Bogdanovich’s last film, in a format demanding equipment I did not have. A curiosity, to be sure, but it would take a richer man than me to pick it up simply to use as a paperweight. There was no indication anything was extraordinary about this odd item, but when I closer examined the provided photo I spotted something intriguing.

The tape was labeled Squirrels to the Nuts. Title changes happen.

However, detailed examination revealed the listed running time was 1:53:00

113 minutes? She’s Funny That Way was 94 minutes. 

OK, this was something else. 

Even if it was just a cruddy-looking work print with sound issues, a time stamp, and a temporary music track, I possibly would see this troubling film at an earlier stage, perhaps getting at last a sense of what the original intention was, no matter how frustrating the final product.

But what was “SONY HDCAM Video,” anyway?

I googled and found the required player for this industrial-only tape sold for something like ten thousand dollars. A bit more research determined that there also were places that did ‘not inexpensive’ conversions of such tapes. One such place, DiJiFi, could be found near where I used to live, in Greenpoint, Brooklyn. They would produce a digital copy and a Blu-ray for a few hundred bucks, in addition to my initial outlay for the tape itself.

It was beginning to feel like destiny. Or, at least, a rather expensive plot development.

I sent a quick Twitter DM to Bill Teck, my friend the Bogdanovich documentarian. Had I stumbled onto something worth having?

Oh, man. I think you found the Lubitsch cut,” he wrote back.

The Lubitsch cut?

For anyone who may not know, Ernst Lubitsch is one of the greatest filmmakers, perhaps best known today for the classic Jimmy Stewart-Margaret Sullavan romantic comedy, The Shop Around the Corner. Teck informed me that the cut Bogdanovich put together with Pax Wasserman, a veteran editor and also his son-in-law, was said by Peter to “move like a Lubitsch film,” fitting as its title is borrowed from dialogue found in Lubitsch’s Cluny Brown.

But investors, perhaps for reasons only investors could understand, had forced Bogdanovich to edit and reshoot the film, reducing Squirrels to the Nuts to She’s Funny That Way.

So, I dared do what apparently no one else would (this Squirrels tape had been listed several months on eBay without a nibble). I bought it, itself a leap of faith because perhaps the tape would prove just another Quixotic windmill — who knew if it was damaged or the listed running time a simple typo– had it converted to a digital file and a Blu-ray, and, at the first opportunity, sat down to give it a watch.

And it didn’t take long to realize this this was something very different. 

Sinatra. “New York, New York.” Manhattan. Brilliant sunrise. Peter’s bold, ‘brand-new start’ mentioned at the top of this piece. And this proved no work print. It was crisp, HD image, fully finished.

As the film ended 113 minutes later, I knew I could bid farewell to She’s Funny That Way; Hello, Squirrels to the Nuts. How could I ever doubt? Of course Peter Bogdanovich delivered a sensitive, coherent, graceful, funny film, why were people accepting that imposter I scored from the nice Chinese bootleg lady as an actual Peter Bogdanovich picture?

But what now?

No one on Earth but me knew what was on this tape. If Orson Welles’s The Other Side of the Wind is hands down the major film discovery of the 21st century, wouldn’t the discovery of an unknown, drastically different version of a beloved Academy-Award nominated director’s final movie qualify as the second most important? Call it hyperbole if you must, but the story is so unprecedented we gotta call it somethin‘.

Joanna Lumley accosts Kathryn Hahn in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY
Imogen Poots in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY
Ahna O’Reilly in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY

The very existence of this tape, taken home from a New York production house, constitutes a mystery to this day. Why did only this one copy remain? The eBay seller didn’t trade exclusively in film-related items, making me suspect it was more of an estate-sale thing. Surely the original owner would hang on to it, or knowing what it contained, offer it for sale at a pretty penny? And why not make the effort to tell Bogdanovich the tape existed?

Someone thought Bogdanovich’s cut was worth saving, and it seems we’ll never know who that was. I too thought it was worth saving, and not because I wanted to hug it to my bosom or keep it from the hands of lesser mortals. I wanted Bogdanovich to know. I wanted the world to know.

Title: “A Few Days Later”

Bill Teck let Peter know the story unfolding in my little Southwest corner of Queens and told him how to reach me. Next day, I woke to find this email waiting:

Hi, James–

Nice to meet you. What an extraordinary way to meet!!! How on earth did that picture end up on eBay??? In a version superior to the released film?!

There’s much more to it–like that we were just starting to think of how to do a director’s cut! I’ll tell you all about it when we speak. Toward that end, what’s a good time for you tomorrow (Mon.) –in the afternoon? Give me your number and I’ll call you; where are you located, which state, time-zone? I’m in L.A.

Also: How soon could you get me a DVD, or can it be sent through the computer with  some kind of Link (I haven’t a clue on that stuff)?

Thank Heaven you bought it!!!!!

All the best,


No one in my household could wrap our heads around the apparent fact that I held in my hands perhaps the only copy of my personal favorite director’s most recent film. Bogdanovich wasn’t sure what I had, asking me to send him the film via “the fastest possible route—I really want to see which cut this is—it could be my fine cut. You are heaven sent!” Thus began a series of emails and phone calls up to Peter’s death, many related to issues around Squirrels, many not.

Voiceover Narration:

So, for those getting a bit lost, yes, there is a 2015 release, She’s Funny That Way, that bears passing resemblance to the vastly superior Squirrels to the Nuts. Same cast, same basic plot, many shared scenes.

The inferior Funny has a vastly different opening. A massively different (and bewildering) ending. Different star cameos (in Squirrels, Stephen Dorff appears as himself; in Funny, Quentin Tarantino appears as himself). Funny has none of the Petty featured throughout Squirrels, or the initial, extravagant Sinatra song usage. Funny most egregiously adds a tedious interview framework that destroys the ensemble flavor of Squirrels to reshape the film into some kind of “Cinderella” story about Poots’ escort turned actress. Throughout Funny we cut back to this interview (often jarringly, in the middle of graceful long takes seen in full in Squirrels) with Poots often talking over and distracting us from once-precisely timed sight gags.

Owen Wilson and Will Forte in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY.
Austin Pendleton and Will Forte in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY

With the addition of this laugh-free, uninterestingly shot footage to a cut already 20 minutes  shorter than Squirrels, we have a film that’s resequenced, partially reshot and missing  approximately 35 minutes of Squirrel footage, deleting much of Pendleton, Forte, Shepherd, Lewis and Morfogen’s work, ill-manneredly tossing around scenes and removing heads and tails of sequences and shots, making it an amiable but cluttered and noisy film that is a chore to sit through in sharp contrast to the graceful, large-scale, elegant 113-minute Squirrels, which ends with a final credit sequence at night just as gorgeous as the opening credit sequence, this one scored to Tom Petty’s “King’s Highway.” They couldn’t even leave the credit sequences alone.

The ending credit sequence of SQUIRRELS TO THE NUTS, removed from SHE’S FUNNY THAT WAY

Squirrels is, frankly, an entirely different film.

Stephen Dorff and Lucy Punch in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY

New Hollywood versus Now Hollywood:

In perhaps the ultimate example of an esteemed New Hollywood Director falling victim to Now Hollywood’s questionable aesthetics, whoever put together the final She’s Funny that Way cut resorts to digital manipulation to make shots tighter than Bogdanovich favored – a bit with Jennifer Aniston slamming a door on Will Forte and roaring in frustration was presented in long shot in his cut – when I informed Bogdanovich Funny That Way actually cuts to a tighter medium shot at this moment he said “I sure didn’t shoot it. They must have used a computer to create the new cut, I didn’t cover the scene like that.”

Jennifer Aniston in a SQUIRRELS TO THE NUTS shot later digitally altered for SHE’S FUNNY THAT WAY

And yet since its release, no one has ever shown awareness this cut, this utterly different film, exists.  Bogdanovich kept his problems to himself at the time of release, occasionally alluding to some minor difficulties in getting the film to the finish line in interviews. The following exchange with Miriam Bale for the IndieWire website in 2015 hints at some of the trouble he’d been going through:

MB: There’s… something funny in the way [Owen Wilson]’s addicted to rescuing women.

PB: Well, it is a kind of addiction. As Owen said in a scene that was cut, “My therapist  says I have a Sir Galahad complex, which is always wanting to save the damsel in distress.” And his wife says, “After you’ve f***** them.”

MB: That’s so good. How did that get cut?

PB: Oh darling, always a struggle when you’re making a picture. A lot of producers, a lot of opinions. You win one, you lose one.

Neither Peter Tonguette in his excellent 2020 book Picturing Peter Bogdanovich: My Conversations with the New Hollywood Director or Ben Mankiewicz in his multi-part 2020 podcast interview with Bogdanovich, allude to production trouble or this original, “lost” first-class version. Tonguette writes of Izzy’s “omniscient narrator” and of the play-within-the film, A Grecian Evening, being a flop (which is not its fate in Squirrels), and how Izzy “is the author of her fate,” which is also not true in Squirrels. The film isn’t mentioned at all in Mankiewicz’s podcast.

What should have been a reemergent Bogdanovich’s victory lap was, in its severely maimed, nearly unrecognizable form, a subject gently avoided in conversation.

Rhys Ifans in a sequence from SQUIRRELS TO THE NUTS reedited and shortened for SHE’S FUNNY THAT WAY

For whatever reason, Bogdanovich had kept public knowledge of the desecration of his personal comeback Squirrels under wraps; I assume a comment he made at the Venice Film Festival, mentioned in Tonguette’s book, helps shed light: “Well, I don’t want to bite the hand that doesn’t  feed me, but….”

This reads as a shorthand explanation signaling a determination that he would avoid being “difficult,” reflecting the vulnerability of his position at this point in his career, and the hope that this new film might prove a springboard to returning Bogdanovich to his rightful place in the director’s chair. He later told me that it was “lawyer’s advice” that he now regretted that kept him from battling to retain his vision. An exchange with Jim Hemphill for rogerebert.com also reads differently knowing that Squirrels exists, no thanks to those who dismantled it at the time:

JH: I couldn’t believe the number of producers I saw in the credits for “She’s Funny That  Way.”

PB: And executive producers, and…yeah, it’s a lot of opinions you have to deal with. My  job doesn’t really change that much, it’s just more of a pain in the ass.

While producers may have ordered recuts marginalizing other performers to highlight Aniston and Wilson’s performances, both actors lose several key scenes, including Aniston’s reunion with her alcoholic mother (Joanna Lumley). Wilson all but disappears from Funny as it falls apart in its final moments, unlike his front-and-center role in the elegant and bittersweet extended climax, involving the entire ensemble, that ends Squirrels.

Kathryn Hahn, Owen Wilson, children and dogs in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY

Intercut: Toluca Lake, Los Angeles & Queens, New York, 2021

In a phone call early in 2021 when I questioned as inorganic Funny’s deux ex machina ending involving Mr. Tarantino suddenly showing up and swooping Poots away from her endless interview to catch a Sonny Chiba triple-feature, Peter responded “I shot all the [framing] interview footage, but it wasn’t my idea. I stayed with [the film] because I didn’t want it taken away from me. Quentin came in as a favor, because we needed something big to happen in the new resolution, and came up with that Sonny Chiba stuff himself. The audience loved it at the Venice Film Festival when we screened it, they applauded when they saw him.”

Nevertheless, reviews, including reviews from the Venice Film Festival, were more negative than positive. It’s hard to understand, at this distance, what led to the frantic recutting and restructuring that birthed She’s Funny That Way.

Flashback to Toluca Lake, Los Angeles, early December 2020

When, in December 2020, Peter got to see the version I had uncovered, he was elated, realizing it was not only an earlier cut of his film, it was his final cut. “It really is such a better film than the released version,” he wrote me. “It is like a lost child being found. Louise and I have a bunch of ideas to get this to as many audiences as possible.” And he acknowledged the season: “You have given me the best, most terrific Present I’ve ever gotten for Christmas . . . YES!”

Cut To: a Kitchen in Queens, early December 2020. The Next Night:

A phone RINGS.

“James? It’s Peter.”

(frankly astonished)
“Hello, Peter!”

“How the f**k did you get your hands on this?”

I explained. We stayed on the phone for a few hours, talking about Squirrels, my family (he had also lived in Queens at one point), his other films, classic Hollywood, and a few of his thoughts on the final version of Orson Welles’s The Other Side of the Wind, which Peter starred in and had helped get released over forty years after it was shot. He slipped into a few of his well-known impersonations and talked excitedly about what should be done with this sudden Squirrels resurrection, promising to buy me a steak when he eventually got back to New York. He was gracious and thankful for my efforts to corral Squirrels and get it to him, and promised we’d speak again soon. Thus began a little over a year of long-distance friendship that ended only with his unexpected passing.

She’s Funny That Way, what now stands as the final feature film of Bogdanovich, is already largely forgotten because it is, well, largely forgettable.

Squirrels to the Nuts, on the other hand, is an autumnal work of art, a rich and delightful summation of Bogdanovich’s style and obsessions, featuring surprising depth of characterization and expertly executed comic set pieces, including a hilarious extended scene involving Forte, Pendleton, Morfogen, Poots, a dog, and a bagpiper, that was lost in transition. Writing days after Peter’s death, I am moved, astonished, and above all, grateful that I got my hands on this film and returned it to him.

Owen Wilson and Imogen Poots in a SQUIRRELS TO THE NUTS sequence removed from SHE’S FUNNY THAT WAY

Montage Sequence:

Over the last year and a quarter Peter and I talked about many things: the election (he despised Trump), Covid (we were all vaccinated), my daughter’s acceptance to New York City’s Frank Sinatra School of the Arts (he hadn’t known of its existence and enjoyed hearing of Tony  Bennett’s role in its founding). When I suggested he must be tired of hearing what his work has meant to fans such as I, he slipped into his Jimmy Stewart impersonation: “Why it means all of the world to me.”

He was bemused by my fondness for his Illegally Yours, a 1987 Rob Lowe comedy that escaped wide theatrical release, but he welcomed it, speaking on it for an article I published: “Your piece on Illegally Yours is brilliantly written and wonderfully reasoned but I still don’t like the picture. Yet I’m very happy that you do!” He was more convinced by my piece arguing his 1975 release At Long Last Love is one of the great American musicals, which I sent to him around his 82nd birthday in July, 2021: “What a fantastic birthday present!! I’m just overwhelmed. I’ve forwarded it to Cybill, who will probably faint with surprise that someone took this picture seriously. I can’t thank you enough for your endorsement of a very personal project.”

Burt Reynolds and Cybil Shepherd in Peter Bogdanovich’s AT LONG LAST LOVE

We talked mostly about movies, because that was our shared passion. “I would love to speak with you on the phone about a bunch of things, including your thoughts on several movies I particularly liked—or hated!” He shared anecdotes from the sets of various movies he had made, including discussing a television pilot, Prowler, shot with Scott Bakula, that I had never heard of and had never been broadcast: “It’s pretty good, but Scott didn’t want any humor in it, not one laugh. It’s pretty grim.” He was very upset with Lori Loughlin’s trouble with the law regarding the college admission scandal at Harvard, having directed her in the television movie The Price of Heaven in 1997, finding her a pleasure to work with.

Grant Show and Lori Laughlin in Peter Bogdanovich’s THE PRICE OF HEAVEN aka BLESSED ASSURANCE (Photofest)

But we talked about a bunch of things. After I told him via email that my family had gotten Covid, he called to check on us. And, after my basement was flooded in New York’s crazy September hurricane, he wrote, “I’m really sorry to hear about the flood. All this terrible weather is Mother Nature’s revenge—her built-up anger for all the things that have been done to planet Earth. The patriarchy has done such a great job. Now, we have idiotic zillionaires going into space to see nothing.”

I sent him DVDs of his own films he didn’t currently have copies of: a film he shot for producer Barbra Streisand, Rescuers: Stories of Courage, his Texasville: Director’s Cut. I also sent him a physical copy of his own screenplay Paradise Road, a 1980s Las  Vegas comedy that would have been a fitful follow-up to Saint Jack and They All Laughed, starring, if all had gone according to plan, Frank Sinatra, James Stewart, Dean Martin, Jerry Lewis, and Bogdanovich regular and personal friend John Ritter.

Sometimes he would allow a glimpse of the melancholy that was with him since August 14, 1980, when Dorothy Stratten was murdered. When I reminded him that his Paradise Road script was written in 1986, he said, “I thought it had been more recent, but time has become very relative since the murder.” And talking about director Allan Dwan: “A kind and lovely man. Made about 300 movies . . . completely forgotten until I tracked him down, in what turned out to be his housekeeper’s house in the Valley. And this was the man who had been chauffeured around New York in the 20s by none other than Billy Wilder. . .. I think I know a little about how Allan felt.”

But mostly there was no self-pity in his tone. A believer in signs, especially since Dorothy’s passing, he was delighted to learn that he and I shared a birthday: July 30. “Your wife was right to push you to tell me that you were born the same day as me! You were born on the same day as me, and you saved one of my best pictures.”

George Morfogen in a sequence from SQUIRRELS TO THE NUTS removed from SHE’S FUNNY THAT WAY


So while Peter Bogdanovich’s last film was saved, will it be released? Bogdanovich seemed confident. He told me there was a major distributor now involved, and laughed as he told me the official, unwieldy, working title: Squirrels to the Nuts: Peter Bogdanovich’s Director’s Cut of She’s Funny That Way. He relayed in October 2021 that “We still need to tie in Sinatra’s song and a couple of other minor things. However, we’re deep into getting a proper print to be able to show in theaters and put it out on Blu-ray. Squirrels is moving along,” though in a later email he did add “we’re still stuck in the music rights black hole.”

And then, on January 6, 2022, he died.

I can only hope his death doesn’t impede this major work becoming widely available in its proper form. To the end, Peter remained forward-facing, thinking in possibilities. On reading my piece extolling the virtues of At Long Last Love, he said, “As Ruth Gordon said when she won her Oscar [at the age of 72, after a long career] `This is mighty encouraging.’”

I’m thankful I was able to share with him how much his work meant to me and perform the small miracle of returning to him his “lost child,” wholly intact. In one of the last messages he sent, he wrote, “I am forever in your debt.” I’d like to think he knows, somehow, that any debt has been paid in full since I sat down as a kid with my dad to watch They All Laughed. And to believe that whatever guiding finger pointed me to that eBay listing will result in Peter Bogdanovich’s last picture show, Squirrels to the Nuts, receiving the release, attention, and acclaim it deserves in its proper form.

It is a fitting final bow that, once seen, will force drastic reappraisal of Bogdanovich’s late-career capabilities. There wasn’t a damn thing he could do in 1973 that he couldn’t do now.

As Peter himself said upon revisiting it, not with ego, more in gratification, “it’s such a good picture.”


I looked at “Squirrels” again, and I just can’t thank you enough for finding this small miracle…. I’m proud of it. I can’t wait for Louise to see it. She’s been in Canada for the last month. She’s going to flip out.

Once again, thanks for everything– you’re a prince!

All the best, as ever,


Fade to Black

14 thoughts on ““You Saved One of My Best Pictures”: My Adventures with Peter Bogdanovich and his Lost, Last Picture Show

  1. Love what you have done with this: tightened, sharpened focus, since the last time I saw it. And it’s such a great story, one that any movie lover can relate to. And all the more if the movie lover loves Bogdanovich.


  2. I’m certainly late to the game with developing my appreciation for Peter’s work. I’ve been binge-watching his films since not long after his death, and binge-watching every YouTube interview I can find (I’ve heard Peter’s Jimmy Stewart accent more than a few times!). He was an actor first, and then a fan of film and of great directing. It seemed natural that he would grow into his legendary status as one of the very best directors Hollywood has seen (and abused). He was an artist of the highest caliber. Thank you for this wonderful article (found courtesy of today’s NYTimes.com) and for sharing both your deep love for the man and his art, and also your story of saving a great work of art! I am so excited to see the proper Peter Bogdanovich version of this film!


    1. Thanks! If you can’t make it to MOMA, there are of course plans for the release to go further, with additional screenings, eventual streaming and physical media release, etc. Thanks for reading and reaching out!


  3. To the esteemed Mr James Kenney ~ you are now one of my cinephile heroes. We owe you a great deal for discovering the original cut of Squirrels to the Nuts. I remember when it was in production under that title before being released under She’s Funny That Way, which I confess I probably like more than you. As a Bogdan obsessive, I wonder if you could shed any more light on future screenings and the possibility of an eventual home video release (speaking of which I’m still eager for Other Side of the Wind to get home video treatment. Fascinating Bogdanovich bookended his career playing young upstart movie directors). Anyway, thank you for this terrific article. This is almost like discovering the long lost print of Ambersons. I’m in Minneapolis and imagine it could be some time before a screening happens here. Thanks again for this fantastic piece and discovery. Here’s to many more squirrels (to the nuts).

    Liked by 1 person

    1. Well I imagine there will be more screenings — I in fact am going to the University of Wisconsin for a screening this summer, so I guess it will spread (to even screenings that don’t include me!) Lionsgate has the rights to it, and the responses to the MOMA screenings were very positive, so I think they do realize it is a work worthy of respect. Thanks for the kind words!


  4. Oh my goodness! Awesome article dude! Thank you, However I am encountering troubles with your RSS. I don’t know why I am unable to subscribe to it. Is there anybody else getting the same RSS problems? Anybody who knows the answer will you kindly respond? Thanx!!


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