Diner: An Oral History

Earlier this year, when Vanity Fair marked the 30th anniversary of Diner by proclaiming the Baltimore-set movie, written and directed by native son Barry Levinson, “the most influential movie of the last 30 years,” it led to lots of head-scratching: “Not E.T., notReservoir Dogs, not Titanic, but… Diner?”

Well, yes. By using pop-culture-driven small talk to create rich characters rather than advance the plot, this modest 1982 film about nothing paved the way for everything from Seinfeld and The Office to Pulp Fiction and Superbad. Authors and filmmakers, including Judd Apatow and Nick Hornby have lined up to declare their adoration.

And while Baltimore, portrayed so lovingly in the film, would like to say it always knewDiner‘s greatness, the fact is that test audiences in Baltimore hated the film when it first came out and The Baltimore Sun gave it a terrible review. Thanks to Baltimore, Dineralmost didn’t make it into theaters.

To mark the momentous anniversary, we talked to Levinson, producer Mark Johnson, cast members Kevin Bacon, Steve Guttenberg, and Paul Reiser, and critics, to compile a definitive history of the film, its origins, its secrets, and its legacy, including plans for a Broadway musical.

Barry Levinson, director
Diner happened by accident. I used to write with Mel Brooks and I worked on his movieHigh Anxiety. I used to tell Mel some Diner-esque stories and he said, “You should write that as a screenplay,” but I never really followed up on it because I couldn’t figure out what the hell it was about it.

I wrote …And Justice For All with [ex-wife] Valerie Curtin, and then we did another couple movies together. She was also an actress and she went off to be in some film. I had some time on my hands and I sat down and suddenly I wrote “Diner” at the top of the page and three weeks later, I finished it. When Valerie went away, I thought, Oh, it’s all about male-female relationships, lack of relationships, lack of communication. I thought, if I can set it in a five-day period, that would be it. I had the framework for it.

Mark Johnson, executive producer
I met Barry when I was the assistant director trainee on High Anxiety and Barry was one of the four writers. I was running around doing whatever an assistant director trainee does and we struck up a friendship. I didn’t know that anything would ever come of it.

Barry was immediately likeable. Not necessarily a big, outgoing person, but he clearly liked to laugh and was friendly. It’s not easy to work with Mel Brooks—because he’s hard to compete with—and Barry somehow stood out. There seemed to be a lot more going on with Barry than maybe you were first led to believe.

Levinson
I was always at the [Hilltop Diner in Northwest Baltimore]. Some of those conversations in the movie came right out of conversations I had at the diner. The argument about Sinatra and Mathis and who you make out to, and the influence of Presley used to come up.

The big fallacy is that these guys in the movie were really the guys. I put people together, mixed them up. I took things from my cousin Eddie, things he did. I took things from other friends, things they did, and they became composites for the characters that are in the movie. Boogie might’ve been the closest in that he was a hairdresser, he did get involved in bets, he dressed differently. Eddie and Shrevie and Billy and Modell are all put together from different people.

Johnson
Barry had written …And Justice For All with Valerie Curtin and had become a highly respected screenwriter and then had an opportunity to make a movie. His first movie was going to be Toys, a movie we ended up making a lot later. Barry asked if I wanted to produce it. I remember meeting with Valerie and Barry and it took me about 30 seconds to say “Yes.” We didn’t make the movie but we formed this impromptu partnership.

I started working for Jerry Weintraub at MGM, and Barry was writing Diner. We talked about it, I went over his house a few times. I loved Diner from the very beginning when I read it. And it’s one of the reasons it’s so universal: I didn’t know these characters, I hadn’t grown up on Baltimore, I’m not Jewish, and yet I understood these characters. I understood them as just guys hanging out, but I understood more importantly, what they were all sort of hungry for.

As soon as he had a script I gave it to Jerry Weintraub and he set it up almost immediately at MGM. We were very low-budget. The good news was that MGM had a lot of higher profile movies at the time and they kind of left us alone. At $5 million they weren’t worried about it.

For casting, we used Ellen Chenoweth, who was just starting her casting career. Now she’s a big deal: She casts all the Coen brothers movies and several Clint Eastwood movies.

Levinson
I think I saw about 600 guys. And that was before you taped people, so you just meet them. You know what you want to get, to a degree, but you want to be open enough to see what some actors bring to it.

Kevin Bacon, Fenwick
I had been on Guiding Light for a year, and I had just been offered another year and that’s a pretty tempting thing when you’ve been out of work or working as a waiter for so much of your life. But it just didn’t feel right to me, and, even though I had no prospects, I quit the show. A week later, I got a call to audition for Diner and it was like a message from the gods.

It was a massive call the first time around. They said I could read for any part, so I chose Billy, because he was romantic and got the girls, and Boogie, ’cause he was cool. Barry said go back out and read for Fenwick. It wasn’t something I related to, but I read for Fenwick, and I got a call back.

In the call back, I was really, really sick, like 103 fever. It was the flu, but I had to go in—I’m sorry if I made anybody else ill. I had a kinda slowed down and out-of-it quality, just based on the illness, that sorta worked for the character, and, in a funny way, I held onto that for the movie.

Levinson
Paul Reiser came with a friend, not there to audition—not even an actor—but Ellen saw him and started talking to him and said, “You oughta see this guy.” He came in and I met him and I cast him.

Paul Reiser, Modell
It was a very serendipitous accident that I happened to walk in with a buddy. They actually came to New York to look at comics, and even then, I wasn’t included in the group. But, for some reason, they flagged me.

The thing that always amuses me is that it was so in the wheelhouse of what my comedy was. I had just started taking acting classes and I was eager to show my great depth and range as a thespian, and Barry kept saying, “You don’t have to work that hard.” I said, “Well, if I don’t, it just sounds like guys having coffee in a diner.” And he said, “Yeah, that’s exactly what I’m looking for.”

Levinson
Mickey [Rourke] came in and I liked him and it just took some time to sort it out in my head, because, of course, he going to be different than the real Boogie—you’re not trying to do the real Boogie, you’re just trying to find the essence of a character that you respond to. It was very key, because he becomes a real dominant character and you want an actor that can step up to that.

Steve Guttenberg, Eddie
I met Jerry Weintraub, Barry Levinson, and Mark Johnson at Weintraub’s offices and we had some really nice discussions about the script and the character. It was thrilling because Jerry and Barry and Mark were all really, really good at what they did. Barry described Eddie as a little hard-headed and independent, liked to live with and stay close to the family and the old friends. He was a good character.

Levinson
I only saw one person for the role of Beth and that was Ellen Barkin.

Johnson
We were sure from the very beginning that Ellen Barkin was the right person. At some point, Ellen, Barry, and I just knew we had the right cast. There was no doubt. The more we worked the cast, the more we knew we had the right people.

Reiser
It was literally my first job. I had never been in anything. I didn’t know what the rules were. Johnson still teases me, cause I didn’t know anything. I was like, “So, what, do I take a bus to the set?” “No, you idiot, we got a guy and a truck.” “Oh, I didn’t know that, that’s awfully sweet of ya.”

Johnson
I remember that we were a big deal. There had not been a lot of movies shot in Baltimore. The city couldn’t have been better to us. I’ve met most of the [real] diner guys. Chip Silverman was a good friend of Barry’s, he was around the set a lot.

Levinson
It was a great experience. We would shoot mostly nights. I remember coming back, daylight is coming up, and you’re coming back to the hotel to go to sleep at the Holiday Inn. Everybody else is getting up to go to work. Baltimore is now beginning a day and you’re finally calling it a night.

Reiser
I fondly recall the off hours: Shooting and coming home at six in the morning, just being in this bizarre world that underlined the absurdity of the whole thing. We were all, for the first time, away, out of the comfort of New York, in a period piece and you’re literally 12 hours off from the universe.

I remember waking up for the first day of production at the Holiday Inn, and looking down at the parking lot and I had never seen equipment. And there was a transportation truck with all these vintage beautiful cars on it. And I remember thinking, “Wow, I’m in a real movie and I have a character name and everything, and one of those cars is my car.” And I get down there and they’re like, “Uh, no, you don’t have a car.”

Johnson
We had trouble finding, of all things, the diner itself. One of my big pre-production coups was finding the perfect diner in New Jersey and trucking it down and planting it where we wanted it to be.

Levinson
We were trying to use the Double-T Diner, which was on Route 40, I believe, and we kept getting into this negotiation, they just wanted more money and more money, and I said, “Look, we don’t have it, this is a cheap movie.” They said, “Yeah, but it’s an MGM movie.” I said, “Yeah, but it’s a cheap MGM movie.” And they just pushed us and pushed us and we couldn’t do it.

I was literally without a diner and I was riding around with the cinematographer Peter Sova and we were in Fells Point and we came upon this piece of land with the Domino Sugar sign in the background across the harbor, and I said to him, “Wouldn’t it be great if a diner sat right there?” I told that to Mark. We found this diner graveyard in Jersey. We went up there, found a diner, put it on a flatbed truck, brought it to Baltimore, put it on that location.

The Baltimore Sun review pointed out “[the real diner guys] probably didn’t go to the ‘Fells Point Diner’.” The reason I called it Fells Point is because we shot it in Fells Point—that looked nice! Does it matter that they were at the Hilltop Diner? This isn’t some historical piece here. It looked right there, it looked interesting, and that’s how we ended up there.

Johnson
Baltimore’s an amazing city. It’s a city made up of these very distinct neighborhoods. I remember Barry telling me it wasn’t until the sixth or seventh grade that he realized being Jewish was a minority. Where he lived, in the Northwest, everybody was Jewish.

I introduced Barry years ago to John Waters and they both started talking about their Baltimore and I realized neither one had been in the other’s Baltimore. Where Barry and his gang hung out had nothing to do with where John was.

The funny thing about Baltimore is, all of these people tell me they used to go the real diner and hang out. If it’s all true, it must’ve been the size of Memorial Stadium.

Levinson
I thought, “Why don’t I shoot all the diner stuff last, so at least they’ve gone through as much time as they can spend together to get as close as they can.”

Guttenberg
Barry is just brilliant at directing and writing. He had done films before and he understood that you can use a film’s schedule to your advantage and he did. He used all the tools that a movie gives you.

What makes a hit movie is a cast, when everybody just connects and has something very much in common. We all looked different, but we were all the same in a certain way. When you’re acting with people like that, you really enjoy it. All those moments become not just a moment in a movie, but a moment in your life and you remember it. Even though it’s imaginary, it’s a real moment between people.

Reiser
Barry has such a confidence. It’s actually astounding, looking back now, as his first film, how clear he was on what he wanted and how to get it. He told me from the beginning, “We’re gonna make your part bigger.” I said,” Okay, whatever. I’m happy to be in a motion picture. It’s a talkie, it’s all very exciting.”

Levinson
I sort of intentionally under-wrote Modell, because I know if I put in more stream-of-consciousness stuff, I’d have gotten some resistance. It was bad enough when [the studio] saw the movie. If they’d actually read some of the stuff they’d have gone ballistic.

Modell was the sixth guy, kind of the outsider and he was connected the closest to Eddie, so I thought, “I’ll play around.” I just need a guy who can deliver, who has a motor.” And then when I stumbled onto Paul, I thought, “Okay, he’ll be able to do that.” So between takes, I would talk to him and he would try to fiddle around with it.

Reiser
I remember when we shot the “nuance” scene, me driving with Mickey. Barry said to me, “You’re bothered by the word ‘nuance.'” I said, “What do you mean?” He said, “I don’t know, it’s a strange word, just play with it.”

The “roast beef” scene with Guttenberg (“are you gonna finish that?”) was totally ad-libbed and it’s possible we were doing it off-camera. We weren’t shooting, we were just sitting there and it was late, but they would feed us what we wanted. I remember we had done the scene, and it didn’t dawn on me that that was of any value. Later that night, when we were shooting the leaving-the-diner scene and Barry pulls me over and says, “Ask Eddie for a ride home, like the time you were asking him for a roast beef sandwich.” I said, “Is he gonna give me one?” He says, “I don’t know. Let’s see.”

Barry’s brilliance was knowing there was comedy there. I certainly didn’t know it. He probably told Guttenberg, “Reiser’s gonna ask you for a ride. Make him sweat it out a little bit.” And that was the full extent of the scene.

Levinson
Mickey and Guttenberg really got along well, and they came up to me at one point and said they wanted to do a scene together, because there wasn’t one, so I went off and came back and we wrote a little scene for them, which is the scene where Eddie’s talking about being a virgin. He says he’s “a virgin—technically.” I wrote that scene right off the side of the set.

Guttenberg
I really liked Mickey a lot. We became really close and the two of us would do little acting classes together. We went out to clubs together, we had good times.

We said to Barry, “We’re the only guys who don’t have a scene together.” And he went back to his trailer and a few minutes later, he asked us to come in and said “What do you think of this?” We said “This is great! Let’s go shoot it right now!” and we did.

It was brilliantly written. Mickey was brilliant, ending the scene by pouring sugar into his mouth—f—ing stole the scene so well. It was magic to watch that mother f—er. That scene was especially thrilling. We’re still in touch. He’s a good boy.

Johnson
Mickey Rourke was the next big thing, he was going to be DeNiro. He had this coolness about him. I found out way after we did the movie that Mickey used to go to Guttenberg’s room and help him with his lines, and Mickey didn’t want anybody to know that because it made him seem like too much of a good guy.

Bacon
I wanted to do a little bit of the Baltimore accent, but Barry was very against anybody doing any accents. If there was anything there, it was just my own Philly sliding through, and it is very, very similar. I can always tell if somebody’s from Philly or Maryland, but I can’t always tell which one.

Levinson
I didn’t want to do accents because I thought it might sorta throw things off. If you got it and it’s natural, fine. Otherwise, let’s just leave it alone.

Reiser
Shooting those diner scenes is what I remember most, because it was last and it was most intense. For the last week, there was this “comaraderie camper,” where they literally shoved us in the same hamster cage when we weren’t shooting. It did what it was meant to do: We got closer, we got a little riskier with our jokes. We were cutting close to the bone, busting each other’s chops. And there was some friction of people just being a little too close to other people’s faces, which is what happens with friends.

In was in those diner scenes that it finally felt really comfortable and it really confirmed that we were in somebody’s hands who knew what he was doing.

Bacon
You get thrown into these situations where you have to be incredibly close to these people incredibly quickly. For whatever reason, we were able to do that. We were really able to connect, to bond.

For a long time some of those relationships sustained. I was friends with Tim [Daly] and Paul, partly because they were both New Yorkers, but we remained very close for a long time after the movie. You’re talking about only 7 or 8 weeks of shooting and we developed a really strong friendship.

Johnson
When we wrapped the movie after 42 days, Barry and I were on a plane back from Baltimore and we sort of looked at each other and said, “It is what we set out to do.” We had this great sense of satisfaction that these two young filmmakers pulled what we wanted to pull off.

It was dispiriting when we started to show it to family and friends, and we got very little enthusiasm. It’s one thing if you’re not sure what you got, but we said “Maybe we’re crazy, maybe we’re the only two people who like this movie.”

The studio didn’t like it. They wanted it to be one those screw-around movies, they wanted it to be Porky’s—those crazy kids in Baltimore, trying to get drunk and laid, driving around. And it wasn’t one of those at all. They didn’t know what to make of it.

Levinson
After we made it, they looked at it and had a heart attack. It wasn’t a coming-of-age movie like they thought it was.

I remember meeting with a studio executive after he saw the movie and he said, “You have a lot to learn about editing.” I said “I’m sure I do, give me an example.” He brought up the roast beef sandwich scene. “Well you’re going on and on with, ‘Are you gonna eat the sandwich, not eat the sandwich,’ just cut it and get on with the story.” I said, “Well, that is the story.”

It’s a way to talk about friendship. A lot of time you see movies and people are talking about, “How long have we been friends?” Friends don’t talk about being friends. From the nature of their conversation, you know they’re friends. That was the point. We talk about problems with girlfriends in abstract ways, we get off the point, we get into arguments that are not essential to what the argument is really about. We’re always messy. That, really was the point of Diner.

The Baltimore Sun, in its review back then, was critical, like ‘How can you like guys like these, they’re so terrible,” which was sort of to miss the point. We do things that are somewhat cruel, not necessarily with bad intentions, but we’re imperfect. Show us as we are. Our immaturity, our stupidity is part of us.

I saw Grease and I thought it was great fun and all that. When I wrote Diner, I was wondering, “How can I make it closer to what I really remembered it being?” It’s not bright and gay and cheerful and whatever. I just wanted to do this stripped down version that was closer to what I remember it being.

Reiser
I remember seeing it the first time and my jaw was hanging open. A, that it held together, and B, that it had such a strong sensibility throughout, the look, the darkness—which was very courageous, it had a very dark look. Other than the horse scene, I don’t think there was a daylight shot in it. That’s odd. How many movies are just nighttime?

Bacon
When I first saw the movie, I was worried because it wasn’t like a super-commercial movie. It’s darker and I was afraid people wouldn’t be able to tell us apart. It’s weird to think that I would be worried about commerciality at that point in my career, but I was. I was afraid that it didn’t have the kind of pizzazz that Police Academy had (laughs).

I remember being at a screening of it and I’m standing at the urinal, literally with my dick in my hand, and the guy next to me was like, “Hey, were you in that movie?” And I said, “Yeah,” and he said, “Yeah, not so much,” and he wiggled his hand. And then he said something along the lines of “Yeah, it was a sleeper—I slept.”

Johnson
There was a real chance it wouldn’t come out. They tested it in a couple places, including Baltimore, and it didn’t test well because they set it up wrong. They cut some trailers that were very much like “Look at those cars zipping around Baltimore—those crazy kids!” And nobody wanted to see that movie. There were real questions. We didn’t have a release date. It was on the shelf.

It turns out one of my mother’s best friends was [film critic] Pauline Kael, who was at the height of her power at The New Yorker. I literally snuck it out of the studio and showed it to her and columnist James Wolcott in a little screening room and she loved it. She called MGM and said, “You guys are about to have a lot of egg on your face because I’m about to give this movie a rave review and it’s not going to be available.” So they reluctantly released it in one theater in Manhattan and then it took off.

The irony is that every movie since then, I would show Pauline, and she didn’t like them. It wasn’t until Bugsy that there was another Levinson movie that she liked.

Michael Sragow, film critic, The Baltimore Sun, formerly of Rolling Stone
I was writing for Rolling Stone from their Los Angeles office. A woman who worked for MGM said, “We’d like you to see this movie and tell us what you think.”

There were about a half-dozen critics at the screening. I thought it was a terrific movie, very fresh and unexpected. The lights came up and you could just tell everyone loved the movie.

The drama was, when were they going to release it? I kept pestering them about when it would open. I did an interview with Barry before it opened and we were waiting for them to release it. And finally, we heard they were releasing it in this one New York theater and I called them and said, “We’re running this, whether this goes wider or not.” And we did and we included this note at the end: “The movie slipped into New York theaters without the benefit of an ad in the Sunday New York Times. Though it’s won several rave reviews, the movie’s fate still hangs in the balance.”

Levinson
So, they put it into The Festival on 57th Street for a weekend. And Pauline Kael’s review came out and it was a rave. Rolling Stone was a rave. The New York Times was a rave.

And we did really great business. And the following week, we broke the house record. And we just started going from there. We went to Boston and the next week we broke a house record. We kept breaking these house records, but MGM still wouldn’t put us out because they didn’t think it would work to a popular audience.

We never had more than 200 prints ever, and it played for the better part of a year throughout the country, but it never went wide because they never had any belief that it could play to a broader audience. They always looked at it as this very obscure foreign film.

It’s always been the sorta stepchild to the studio. Even now, it’s not on Blu-Ray. Whatever it was about this movie that seemed to throw the studio off, they’ve never, ever truly embraced it, no matter what. And yet it’s endured.

Paul Reiser
Diner certainly was not a huge success at the time. It’s nice for future writers and filmmakers to recall that doing good work is its own reward and often the validation will come years later.

Barry not only pulled me out of anonymity and put me in the movie as an actor, but he also started me as a writer, which became much more important to me. Soon after the movie I moved to LA and he had said something to someone at one of the networks that I was a good writer and that just put me on the path. Somebody said, “Well why don’t you go write something about yourself,” and that became sorta my ticket, [with] Mad About You. He literally put me on the map and even pointed that way. (Ed. Note: Reiser’s company is called “Nuance Productions”)

Johnson
You talk to filmmakers, people who we really all admire today and people doing interesting work and they’ll talk about how seminal Diner was for them in terms of their filmmaking and them getting interested in the movies.

Bacon
It’s interesting to hear the people who found it so influential: Nick Hornby, Judd Apatow, [West Wing producer] John Wells. If you want to analyze it, there is some important ground that got covered there.

Levinson
The fact that it’s endured is sort of amazing. The Broadway show is exciting. As it moves ahead, I’m quietly enthused. I’m always wondering, “Is this going to keep going along this way? Is this really gonna happen?” Because there’s all these tales of things that are gonna be and they never happen. But Sheryl Crow wrote music that is fantastic, very compatible with the pieces. It is a very good reflection of what Diner is. The storyline is the same. I didn’t try and re-invent it, it was what it was.

Johnson
Barry was neither one of the Diner guys nor one of the Tin Men. He was always sorta looking in the window and always watching. And you see it in his writing. He’s a great observer. One of the things he taught me is that it has to be about character. No matter how plot-intensive a movie may be, if there’s no characters, there’s no point. If you like the characters nothing can really happen and you’re still happy.