The Making of POPEYE (1980)

Introduction

With the recent passing of acclaimed actor Shelly Duvall at the age of 75, we thought this would be a good time to do a deep dive into the making of Popeye (1980). It’s a film that is widely, and wrongly, considered to be one of the biggest “flops” of all time at the box office. In truth, Popeye turned a profit. In this retrospective article, we’ll discuss the behind-the-scenes story of this 1980s cult classic, directed by Robert Altman and starring Robin Williams and Shelley Duvall.

Annie and Popeye

In 1977, a new musical centered around the beloved comic strip character Little Orphan Annie. Opening on Broadway, it quickly took the world by storm. Annie would go on to win seven Tony Awards and ran for nearly six years on the Great White Way.

It didn’t take long for Hollywood to take notice of this hit show. Both Columbia and Paramount were very interested in gaining the rights to the musical. A bidding war ensued with Columbia winning with the staggering bid of $9.5 million. Over $45 million when adjusted for inflation, this was the highest ever paid for the rights to a stage play or musical.

After losing the rights to Annie, Paramount studio executive Robert Evans held a meeting at the studio with his peers. This included Barry Diller, Michael Eisner, and Jeffrey Katzenberg. Charles Bluhdorn, head of Paramount’s parent company Gulf+Western was also in attendance. Evans told them they were going to push forward with their own comic strip musical movie.

Now all they needed to do was figure out which classic strip to bring to the screen. Paramount already owned the movie rights to E.C. Segar’s Popeye characters from its acquisition of the Fleischer Studios. As a result, it was decided that this would be the property they would adapt for the screen.

Development

Evans’s original choice for director was John Schlesinger (Midnight Cowboy). Mike Nichols (The Graduate), Arthur Penn (Little Big Man), and Hal Ashby (Harold and Maude) were also considered. The first three of these directors all had something in common, directing actor Dustin Hoffman. It was Hoffman who was the choice to play the titular role in Popeye.

For scripting duties, Evans turned to Jules Feiffer. In addition to being an accomplished screenwriter, Feiffer had worked in the medium of comics under the wing of the legendary Will Eisner (The Spirit). Feiffer leaned heavily on the cartoon serials produced by the Fleischer studio. He also was influenced by the original comic strips, incorporating elements and characters such as Popeye’s magical pet Eugene the Jeep.

After reading the script, which he deemed terrible, Hoffman went to Evans, demanding Feiffer be fired. When Evans refused, Hoffman left the project. By this time Academy-Award-nominated director Robert Altman (M*A*S*H) had been hired to helm the production. With much handwringing about the script from all sides, Altman told Evans that he loved the script and didn’t want to change a word.

“I laughed when Evans reported this to me. I was a friend of Altman’s and a fan. As a fan I knew what was coming. Altman didn’t believe in scripts except as a necessary evil to get films financed. He didn’t much believe in words; he didn’t care if you heard the dialogue or not. And he didn’t believe in story. But I could imagine no one better to give credibility to Segar’s outlandish creations on-screen.”

– Jules Feiffer

Shelly Duvall

Evans’s original choice for the role of Olive was Lilly Tomlin. However, her interest in the role disintegrated when Hoffman backed out. For this reason, the next choice for the role was Saturday Night Live star, Gilda Radner.

Radner’s agent, Bernie Brillstein, discouraged her from taking the part. This was due to the script as well as Altman’s reputation for his difficult and unorthodox methods. Altman was fine with this as he didn’t want to hire Radner anyway. The director eventually opted for an actress he had frequently collaborated with, Shelley Duvall (Nashville). Not long after, Robin Williams of Mork and Mindy fame was brought on board to fill Hoffman’s shoes.

Music

For the film’s music, Altman decided he wanted to hire singer-songwriter, Harry Nilsson. Nilsson, who had an early boost via the vocal support of The Beatles in 1968, had an up-and-down career for the next dozen years. A legendary party animal who was a founding member of The Hollywood Vampires, there was no denying that Nilsson had one of the best voices of his generation. He was also a masterful lyricist with a quick wit. Perfect for Altman’s tastes.  

Robert Evans and the rest of the brass at Paramount were against the hiring, fearing that Nilsson would be difficult to work with. Indeed, throughout his Grammy-winning career, Harry was known for being difficult and demanding, as well as constantly drunk.

The only person who vocally supported the decision was Williams, who had no clout with anybody involved in the production since this was his first movie. Regardless, Altman loved working with Nilsson on the movie and found him to be a total professional.

“Nobody wanted him at first except Robin Williams. Everyone said ‘You’ll get in trouble with him — he’ll get drunk; he won’t do it; he’s all washed up.’ As a matter of fact I said all of those things about Harry to Robin myself one day. Then I went home and thought about it and said to myself, ‘Jesus, that’s what some people are saying about me!’ So I called Harry Nilsson, because I had never met him in my life, and we got along terrifically”

– Robert Altman

Nilsson took a break during the recording of his final album “Flash Harry” to write the music for Popeye. He wrote all of the original songs and co-produced the music with producer Bruce Robb at Cherokee Studios in Hollywood.

Feiffer hated Nilsson’s songs, feeling they weren’t right for the film. Consequently, he expressed this to Altman. However, it changed nothing, and they were used for the movie. Nilsson’s lyrics, and orchestrations with Van Dyke Parks, add a level of additional playfulness that is a fairly common theme throughout Harry’s career.

Malta

Nilsson took the musicians to Malta where a studio was constructed for their use. The musicians dubbed themselves, “The Falcons.” Ray Cooper, Doug Dillard, Harry Nilsson, Van Dyke Parks, Klaus Voormann, and “The Mysterious Karsten” recorded the basic tracks on the island as the set was finished and filming began. 

When the production of the movie got underway Nilsson headed to Malta, where the movie was being filmed, to work with the musicians in a studio built for him on set. The typical movie-musical practice of actors recording the songs in a studio first and then lip-synching was eschewed by Altman. Alternatively, he had the cast sing some of their musical numbers during filming. This resulted in the sound quality of the recordings being diminished.

“Robert Altman thought it was a good idea to take all the musicians to Malta, which is a crazy idea, because they just took all the drugs in the Middle East with them. It just became this huge party – people were lucky to have gotten out alive!”

– Eric Idle

Popeye Village

The construction of the Popeye set began in June of 1979 in Mellieha, Malta. The look and feel of the village were intended to emulate the E.C. Segar comic strip Thimble Theatre in which Popeye and his supporting cast appeared and not the Fleischer cartoons which audiences were infinitely more familiar with.

Dubbed Popeye Village (or Sweethaven Village as it is known in the film) the nineteen wooden buildings crafted for the movie took the construction crew of 165 men nearly eight months to complete. All of the wood used to create the buildings was imported from Holland, except the wood shingles which came from Canada. In addition, eight tons of nails and 2,000 gallons of paint were also used.

In addition to sets, living quarters, and editing rooms, a recording studio was also built as part of the massive Popeye compound. The village still exists today and is a popular tourist attraction. Furthermore, in addition to props from the movie, there are also several shows centered around the movie village in its current incarnation.

Stalag Altman

In December 1979 Disney joined the film as part of a two-picture production deal (including Dragonslayer) with Paramount. Disney acquired the foreign rights through its Buena Vista unit. This was the first-ever collaboration between the studios. 

Filming on Popeye began on January 23, 1980, with a budget of $20 million. The production was filmed until they spent the full budget on June 19, 1980. At that point, Altman was ordered by Paramount to return to Hollywood and to use the footage he had already shot to complete the movie. There were numerous problems throughout the six-month-long Malta shoot. First and foremost were Popeye’s prosthetic forearm muscles. Because they weren’t completed in time for shooting to begin Altman had Williams wear a raincoat to cover his normal arms.

When the silicon arms finally arrived, an unexpected problem occurred: the sweat from William’s actual arms acted as glue, thereby making the prosthetics almost impossible to remove. A new set without this problem was created causing production delays.

“I had to dub that movie (Popeye) over twice… because people couldn’t understand what I was saying. I sounded like a killer whale farting in a wind tunnel.”

– Robin Williams

Aside from the forearm difficulties, Williams did not enjoy working with Altman at all primarily due to his rigid unwillingness to allow the comedian to improvise which is the cornerstone of his comedic prowess. This caused Williams to refer to the production as “Stalag Altman.”

“It’s almost like being a veteran, surviving Popeye.”

– Robin Williams

However, Shelly Duvall loved the production as well as the movie. She had just finished the tortuous experience of working with Stanley Kubrick on The Shining (1980) and was comfortable with Altman having worked with them for many years. Even so, this would be her final collaboration with Altman.

“I’ve never before been allowed to play a woman of any strength, of depth. And although Olive Oyl is a cartoon character, I think she does have depth. All of the other characters I’ve played in the movies, to me, they never really broke the surface. But Olive Oyl is 101 percent woman! She’s not Popeye’s ‘girlfriend’ I see her as a real femme fatale.”

– Shelley Duvall

Reception and Legacy

Popeye was released on December 6, 1980, and earned $50 million at the domestic box office making well twice the production costs. A modest financial success the majority of critics and audience reactions were negative. People expected a movie based on the Fleischer cartoons, not Thimble Theatre.

As a result of the backlash, Altman was essentially banished from Hollywood. Subsequently, he spent the next decade directing low-budget movies out of Paris. Over the years the reputation of Popeye has improved and it’s well regarded as a cult classic over four decades later.

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