The idea of escaping from Hollywood chores and bringing a generation with him fueled his determination to make his next film, the offbeat road movie "The Rain People" (1969). He plowed his own money into mobile equipment and began shooting flashback scenes at Hofstra before he landed financing for the movie. Working from his original script about a pregnant Long Island housewife (Shirley Knight) who leaves her husband and hits the highway, Coppola surrounded himself with key collaborators, including Lucas, editor Barry Malkin (billed as Blackie Malkin), "sound montage" expert Walter Murch and actors like Robert Duvall and the top-credited James Caan, playing a brain-damaged college football player.

The film is simultaneously a mood piece and a period piece -- it evokes an era when personal disintegration echoed the fraying of society at large. So three decades later, even its arty self-importance seems expressive. More significant, with Murch wedding aural poetry to the moody cinematography of Bill Butler, the film showed one of the first creative trademarks of the independent company whose name would end the credit roll: American Zoetrope.

Shortly after finishing up "The Rain People," Coppola led his exodus of tyros from Hollywood to San Francisco and established American Zoetrope as a studio where a hundred visions could bloom. "He infused everybody with this great indomitable spirit," John Milius told me. "He was the rebel envoy. He hired four or five people from my class in USC, and he was our leader." (Milius went on to direct such films as "Dillinger," "The Wind and the Lion" and "Conan the Barbarian.")

Yet Coppola nearly lost his dream with the first American Zoetrope production, Lucas' Orwellian fable "THX 1138" (1971). After viewing the rough cut, Warner Bros.-Seven Arts, which had sunk development money into Zoetrope's slate, decided to oversee the final editing of the film, reject Zoetrope's future projects and demand repayment of their seed money. "Warner Bros. did not in any way make us a loan," Coppola told me, still seething decades later. "They never even said it was a loan." It was Lucas, the director of problem child "THX 1138," who pointed the way out of dire straits and urged him to direct a big bestseller for Paramount. "It's true, George is very practical," Coppola said. "He really wanted me to do 'The Godfather.'"

The making of "The Godfather" is now cemented in movie history as a renegade movie victory on the scale of "Citizen Kane." Coppola used all his theatrical and Machiavellian powers, starting with a mock epileptic fit, to secure casting choices like Brando and Al Pacino, maintain a stately pace and an intricate lighting scheme and preserve the Italian-opera flavor of Nino Rota's score. The saga has been retold many times -- including once by me (in the March 24, 1997, New Yorker). And yet what I think has gone unstressed is how Coppola worked by magnetizing others. Although "The Godfather" was a Paramount picture, not a Zoetrope film, Coppola made a host of creative choices with his once and future Zoetrope cohorts.

"At least a year before 'The Godfather,'" casting guru (and producer) Fred Roos recalled, "we would schmooze about various actors and exchange opinions on who was interesting coming up. I knew Talia; she may have talked to him about me. Then he called me on 'The Godfather' and asked if I wanted to work on this." One of Roos' personal coups was finding John Cazale in New York and realizing that he'd be the perfect Fredo. (Cazale would also appear in "The Godfather Part II" and "The Conversation"; he died in 1978.)

The late Mario Puzo told me two years ago that when he visited Coppola in San Francisco at the time "The Godfather" was being made, he was impressed with the Coppola group's "high schoolish team spirit." One of the most important members of that group was Murch, who was officially functioning as the sound effects supervisor on "The Godfather" but was always involved in Zoetrope projects as a top-flight film mind. (He had co-written "THX 1138.")

"From my perspective," Murch told me, "Francis would never have made the 'The Godfather' had the crisis not happened between him and Warner Bros. When the studio said that the $300,000 they had fronted Zoetrope was a loan, Francis was deeply in the hole and had no prospects for getting out until Peter Bart made the call for 'The Godfather.' On one level, he needed the money; there was also something about the material that deeply resonated in him. He was even ambivalent about that until he really got into it. Obviously, he was able to tie it into his life as a member of an Italian family and also as someone who'd experienced the movie business as Big Business. The fusion of the two was what was new about the film. It gave us IBM or AT&T with a human face. Rather than seeing a corporation as thousands of faceless people, Francis got it down to five faces, each a psychological type, the father and four brothers.

"Aside from the fact that the role of the Godfather was a comeback for Brando, who'd been exiled to the outhouse for sins against the studios, it was a stroke of genius to cast four New York actors [Pacino, Caan, Cazale and Duvall as the adopted son, Tom Hagen], who had all become actors because Brando had inspired them," Murch continued. "Each one was trying to impress dad with some aspect of dad that he had honed himself. So there were all these harmonic resonances of Francis and the material, and Marlon and the material, and the actors -- the sons of the acting mafia of which Marlon Brando is the Godfather."

"Francis fell in love with the actor who played Fredo," Puzo said, "and changing Fredo's character was Francis' doing." Coppola put Puzo on his side early on -- a wise move, since Puzo was both his font of Mafia lore and an astute storyteller in his own right. "On 'The Godfather Part II,'" Puzo said, "when Francis wanted Michael to murder Fredo, I told him not to do it. But Francis was adamant. Then I said, All right, but you can't let Michael do it until their mother dies, and it turned out to be the right decision -- it even added tension to the funeral scene." To Puzo, "Francis had to do all the fighting, and I've always felt that's where all the credit should go."

But Puzo took his own proprietary pride in their shared decisions: "I know Diane Keaton hated that role [as Michael Corleone's wife], and yet she never realized that we picked her because she had a sunny face with all those grim mugs; she represented innocence in the midst of all that corruption, even though it might not have called on all her talent. People never talk about Keaton's role, but she's the reflection of the real world opposite the Mafia world -- that was my intention, anyway."

The greatness of "The Godfather" emerged both from its "harmonic resonances" and from its dissonances. Coppola didn't just go to war with Paramount during the making of the movie; he also engaged in tooth-and-claw combat with his celebrated cinematographer, Gordon Willis. Even though they and production designer Dean Tavoularis had agreed on the film's tableaux style, achieving it became an agony for Coppola and Willis. It's a measure of Coppola's confidence and clarity at this creative peak that he rehired Willis to do "The Godfather Part II."

Under pressure to repeat the success of the first film, Coppola achieved an unprecedented American urban epic. What the two films said together was that for the immigrant groups that have become this country's backbone, the American Dream was always limited by the burdens of poverty, unsettled Old World scores and insular cultures. As in the old countries, immigrants were prey to powerful economic and political forces; but here these forces took more various, insidious forms. Many post-Vietnam movies told us that America was evil, but "The Godfather Part II" told us that in America the evil sleeps with the good. The same Senate committee that exposes the Corleones includes a politician in the family's pocket -- one of many who have paved the Corleones' road to criminal ascendancy.

In between the "Godfather" films came the precious gem "The Conversation," which once again displayed Coppola at his pinnacle -- synthesizing influences, reconciling conflicts and shrewdly delegating responsibility until he created a masterpiece. It was fellow filmmaker Irvin Kershner ("The Empire Strikes Back") who nudged Coppola to check out the world of electronic eavesdropping. Under the influence of Antonioni's "Blow Up" (and Kurosawa's "Rashomon"), that hint grew into a tour de force of suggestive filmmaking about a hermetic, guilt-wracked bugging master named Harry Caul (Gene Hackman) who believes he hears intimations of murder on surveillance tapes. Once more, Coppola found himself and his production designer (Tavoularis again) at loggerheads with a renowned cinematographer (Haskell Wexler) during filming; this time, he fired Wexler and continued with Bill Butler, the veteran of "The Rain People." More important, he entrusted the working out of the intricate audio clues (and ultimately the clinching of the plot) to Murch, who for the first time was also made supervising editor. When the film premiered, the technological tricks and sleek corporate backdrop evoked Watergate. Thanks to Murch's uncanny instincts and Hackman's uniquely clammy, subtle performance, the movie captures a more elusive and universal fear -- losing the power to respond, emotionally and morally, to the evidence of one's senses.

The influence of Coppola's first two "Godfather" movies and "Apocalypse Now" has been epochal, from their catch phrases ("I'll make him an offer he can't refuse," "I love the smell of napalm in the morning") and divergent techniques to their expressions of contemporary confusion. But "The Conversation" has had its own lingering aftereffects -- most notably last year, when screenwriter David Marconi, who worked as a gofer on Coppola's "The Outsiders," penned the sizzling high-tech thriller "Enemy of the State," in which Gene Hackman co-starred (with Will Smith) as a grizzled, more ornery version of Harry Caul. With each passing decade, "The Conversation" seems more prophetic in its demonstration that the more technology advances, the more it leaves us feeling existentially stripped.

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