Filmmaker Magazine Interview: William Paul Clark

“I can’t imagine making a movie without him.”

“I can’t imagine making a movie without him.” That’s what Quentin Tarantino said about first assistant director William Paul Clark, whose roots with the writer-director go back to Pulp Fiction. Since then, Clark has worked on nearly every Tarantino picture while also facilitating great work by a wide array of directors from Mark Pellington and Gregg Araki to Terry Zwigoff and Barry Levinson. As an enthusiastic cinephile with an infectious passion for both making and watching movies, Clark seems to have had the time of his life working with Tarantino on last year’s Once Upon a Time…in Hollywood. Taking on one of the most logistically complicated projects of his career, he worked with Tarantino, director of photography Robert Richardson and the rest of the production team to transform present-day Los Angeles into 1969 Hollywood, filtering rigorous research through the prism of Tarantino’s memories, fantasies, and influences to create a poignant and scrupulously detailed cinematic daydream about movies and the people who make them. I sat down with Clark to talk about his partnership with Tarantino, how he runs a set, and how he got 1500 onlookers to move across Hollywood Boulevard in seven minutes.


Jim Hemphill: Before we get into the details of Once Upon a Time…in Hollywood, I wanted to ask about the origins of your collaboration with Tarantino. Talk a little bit about how you came to work on Pulp Fiction and where you were at in your career at the time.

William Paul Clark: I moved to Los Angeles in April of 1991, and I wasn’t anticipating a career in the film business in any way, shape, or form – I was a salesman. I had been a stockbroker in Boston, but I realized that most of the people I was trying to be like had a lot of issues. Although I was doing well, I decided I didn’t want to turn into that type of person, so I decided to get out and try something else. I was only 20 years old.

I was about to start a job with the Clippers; I was going to do their institutional corporate sales, celebrity boxes and all that jazz. Then I happened to see a movie called White Men Can’t Jump being shot on the beach in Venice, and I was moved by the living, breathing organism of the set – I was also amazed that people were working in shorts and T-shirts. So I decided to see what it would be like to get into the movie business. I learned what a P.A. was, and I went and found an internship on a little film, and I worked on a lot of tiny low budget movies for places like Saban Entertainment and 21st Century Film Corporation, just to get some traction. In the summer of ’93, I was the first A.D. on a $500,000 film in Provincetown, Massachusetts, and then back in L.A. I was invited out to dinner with one of the A.D.s, Eric Davies, who I had worked with on some of these smaller films. It was his birthday, and Paul Hellerman happened to be there. It was just six or eight of us at the dinner, and Paul had just started as a production manager on Pulp Fiction. They were two weeks in, and the second second assistant director, John Hyde Jr., had gotten into a car accident on the way home from set that evening. Paul asked me if I would come in Monday morning and meet with the first and second A.D. to see if I could fill in for him.

I said, “I would happily do that.” And when I stepped onto the set that first morning to meet with Sam Mahoney and Kelly Kiernan, there was an energy and a vibe that I had never felt before. It was electric, and I was immediately excited to be there and to be a part of it. I hit it off with Sam and Kelly and filled in for John Hyde Jr. for two weeks, and then Labor Day came around. We had three days off and I was done on the movie. Then the D.P., Andrzej Sekuła, got into a car accident while away for three weeks in New Mexico. Kelly Kiernan was the second A.D. and the set manager – she was doing double duty, so Paul and Lawrence Bender sent her out to New Mexico to get the prognosis on Andrzej, and they asked me to come be the second A.D. So I came in, and I was now the second A.D. I did that for a couple of days, and that was over, and I was done again. And they called the next morning, “Will you come in? Paul wants to talk to you.”

Because we had gone down one day, he had to turn three days into two days. And one of those days was going to involve two company moves from Culver City, where our stages were, to the hills in Hollywood where Ving Rhames is on the phone with Uma in the background, and Sam Jackson and John Travolta are walking through the bowels of the convention center downtown. These are not locations that are close to each other, not convenient company moves, and they were expecting a very big day. So they asked me to production manage that day, to put all the elements together to make it a doable process. I spent four or five days doing that, and then that day came and it went like clockwork – we finished in 12 hours. It was well under what our time was supposed to be. And at the end of the day, they said, “Look, we got Jack Rabbit Slim’s coming next week, and would you just stay for the rest of the movie? We’ll pay you like you were when you were the second, second, if that’s okay?” I said, “I’d love to.” My job description was a nebulous, it moved around quite a bit. But I was trusted, and I got to work real close with Sam, the first A.D. He was used to smaller films, 25-day and 30-day movies, and once we started to get into 35, 40 days, he was starting to wear down a little bit, you could feel it. And I was there for him. I would say, “Hey, did you see Andrzej and Quentin just talk about this?”

I was on the floor directing all the background, always by the camera except for when it was time to get Uma, because Uma really liked the way that I would wake her up. I would go out to the trailer and get Uma out of her bed. Other than that I spent all my time around the camera for the last four weeks of the movie, and I would set up additional shots when we needed splinter unit stuff. There’s no second unit with Quentin, but I would set up those splinter shots and then Quentin would join us, or he’d go do them, like blowing off Phil LaMarr’s head, things of that nature, small stuff. It was a great experience, and I became part of the family. And the best part, aside from what I’ve already described, is the way Quentin does dailies. He had dailies at FotoKem, and they were open to everybody, so I would go to the dailies and I’d sit right in the front, so Quentin and Sally [Menke, the editor] would be two rows behind me. They would whisper things back and forth, and I would listen very carefully. It was really a great learning experience…I mean, what a movie to work on.


Hemphill: Okay, so jumping ahead to the present day, how would you say your relationship with Quentin has evolved from Jackie Brown, which was your first film with him as first A.D., to Once Upon a Time…in Hollywood?

Clark: To get a sense of the evolution, you have to go back to Inglourious Basterds. We had done Pulp Fiction, Jackie Brown, and the two Kill Bills, and then we didn’t see each other for about five years. Quentin did Death Proof down in Austin and worked with Robert Rodriguez and his whole squad there. He had also directed episodes of E.R. and CSI with other A.D.s. He had done a bunch of different things, and he had acted in lots of different things. And he even started Inglourious Basterds without me, with an A.D. who was friends with the line producer and was familiar with Berlin, where they were shooting. When he called a week into shooting on Inglourious Basterds and asked me to come, I was pleased but a bit surprised. When I arrived, he said, “Let’s go out. I want to talk to you.” We hadn’t seen each other in those five years, and he said a couple of things that were really very kind about how I run the set and how much I enjoy the process – he said that his whole attitude about the movie had changed once he found out that I was willing and able to come.

He knows I’m there for the joy of it, that I’m doing this because I love it, and that I’m there to help the director every step of the way by understanding what the director’s endgame and goals are and by understanding their motives and feelings and sensations. I want any director I work with to feel like they’re standing on firm ground. And I think Quentin felt that on Basterds, and the absence since Kill Bill is what made us stronger in a way. Sometimes that happens in relationships. People are together, they split apart, they get back together, and they have a stronger relationship after that. That’s what happened with me and Quentin. And ever since then, we’ve been like peas and carrots, as they say. If I have something to say, he’ll stop everything so we can talk about it. Rarely do I do so, because I don’t want to take advantage of that. Only if it’s important. He just trusts my judgment now, which is really great. And that’s practically as well as creatively, which is thrilling to me.


Hemphill: Tell me what kinds of factors go into scheduling something like Once Upon a Time…in Hollywood. Watching the movie and seeing all those speaking parts – there are well over a hundred actors, several of whom are huge stars – I just thought it must have been a nightmare to get everyone’s availability lined up.

Clark: It wasn’t as hard as you might think. There were a couple of little things with Brad and Margot, but they were relatively easy to manipulate. The biggest problem is that when we started we had a hard-out date for Leo, because he was going to start an Iñárritu picture. I like to schedule the movie in a logical order that’s as sequential as possible so the story can develop in the director’s mind, and the Leo thing was tough because it meant we would have had to shoot the end of the movie closer to the middle of the shoot. That was really disconcerting to me. Quentin was actually okay with it, but I wasn’t, because I know how things change. As Quentin watches the actors, he sees certain elements that are better than he expected, and some that didn’t work as well, and things evolve and the changes affect everything else in the script, because it’s like a nervous system. It’s all connected. So I was uncomfortable with shooting the end so early. Fortunately, for us, and I think for Leo, because he’s such a focused actor, that Iñárritu picture went away. It was put to the side, so it really helped Leo to just be Rick Dalton and the characters of Rick Dalton. And I think it was quite a relief for him to just be able to do that.


Hemphill: That brings up something that surprised me when I was talking with Quentin, which is how fluid the script is. He told me, for example, that the scene where Leo flips out in his trailer wasn’t in the script…how often are things getting added on the fly, and how does that affect your job?

Clark: Well, I know the ending for Inglourious Basterds wasn’t in the script anywhere. That was completely reworked by him over the Christmas holiday that we had taken. And it was never put into script format. It was basically an outline that he put together for how he wanted the ending to go, with little snippets of dialogue put in. He took his time over the holiday to write this out by hand and handed me a stack of yellow ruled paper that he had written it on. My solution for scheduling and making sure everybody else knew what we were doing was to photocopy it, and fortunately my daughter Josephine, who is one of the Manson girls in Once Upon a Time, was in kindergarten, so I was quite apt with cut and paste at the time. And I cut and pasted it together on a daily schedule, cutting and pasting his outline that he had written over the holidays into a schedule that I distributed daily to the crew. It was a bit unorthodox, but I think it really worked out well.

The final shootout in Django Unchained where we killed around 40 overseers wasn’t in the script. I mean, I was in that scene, because Quentin kept saying, “We need more people.” I killed a couple of P.A.s. Anybody who could fit, we’d put in, to get more guns in there. It just had to get bigger and bigger and bigger, to top what we had done in the barn earlier. The whole ending – the dynamite and everything – that was all different from what was in the original script, so the last month of Django was really quite an exercise in flexibility.


Hemphill: With the exception of Death Proof, which Quentin shot himself, you, Quentin, and cinematographer Robert Richardson have worked together on all the Tarantino films from Kill Bill on. How important is the communication between you and the director of photography on a set?

Clark: It’s essential. We’re a bit of a three-headed monster, the director, and the cameraman, and then the A.D. As the assistant director, I have to watch them communicate, because so often creative people can be communicating what they think is the same thing, and it’s not. I pay very close attention to what each of them is saying to each other, and they’ll sometimes just walk away, “Great. Okay, great.” And I’ll say, “Wait, wait, wait, wait, wait, wait, wait. Come back. You said red, and you said blue.” “No, no, no, no. He said red.” “No, he said blue.” “Oh.” Not that they weren’t listening to each other, it’s just so clear in their own minds that they sometimes miss a little bit. So I’m very careful to make sure that they’re communicating well, and that I’m taking the information that they have and making sure that it gets to the other people.

Now, with Bob Richardson, I was scared to death at first. His reputation had preceded him when I came to Kill Bill. It was said that he was very difficult on his first assistant camera person, because there’s no such thing as not being in focus, or equipment malfunctioning, or all of the things that the first assistant camera person is responsible for. And he’s very difficult on the dolly grip, because you don’t miss the mark, you don’t move early…and he’s tough on the first A.D., because he hates wasting time. I had heard all that, but it turns out he’s not hard on first A.D.s. He’s hard on first A.D.s who don’t know what they’re doing. We immediately got along, and it was a great working relationship on what was a very difficult film. I always understood where he was coming from, and he was one of my biggest allies. The way he and Quentin and I work, it’s like three kids in a candy store, really. We just have so much fun together that it almost doesn’t feel like work. The stakes are high, and the demands are high, but the environment is positive, and that’s an important part of any film to me. I’m positive to the point of nausea. I think it’s important to raise people up, not scare the shit out of them, if you want them to perform better. If they’re shaking, they’re going to drop the ball, not throw the ball hard.


Hemphill: I’ve heard both you and Quentin describe Kill Bill as a very difficult shoot. What was about it that made it so hard?

Clark: Well, it was an immense amount of material. It started out as one movie with a 189-page script. And Quentin was a little unsure of how to achieve a lot of it, so it was trial by error, trial by fire. We spent 65 or 70 days in China, which is a whole other type of shooting experience. Whereas things are organized and sectionalized here, it’s a lot more chaotic there, with a lot of people. What we do with one person, they do with three, so there are 500 people running around on the set on a daily basis. The cast was enormous, and the fight scene was enormous, and the fight team wasn’t used to how Quentin works.  Master Yuen Woo-ping is accustomed to a director saying, “Okay, we got the best fight coordinator in the world. Go ahead and make a great fight.” That’s not Quentin’s way. Quentin was a participant in every aspect of every single move, every single shot, every single element, which makes me and Bob a part of that. And the fight team was like, “This is weird. Normally, we’re just going out there, and we’re doing it, and we don’t have to worry about you guys.” There was a learning curve in that they had to learn to work in that way.

I remember the first schedule. I had done a 135-day schedule, and I handed it to Lawrence Bender and Ben Walsh, and they were like, “Are you kidding me? You didn’t show Quentin this, did you?” I said, “No, this is just what I think. I haven’t shown it to anybody.” They said, “No way we’re going to be shooting for 135 days. Go back and make it a 98-day schedule. So I made a 98-day schedule, and they said, “Great. Now you can bring it to Quentin.” I bring it to Quentin and he looks at the first week or so and says, “Good start, good start. The first week looks great.” And he hands it back. I’m like, “There are another 92 days. There’s a whole other 20 weeks there.” He says, “Yeah. Yeah, I’ve never done this before. I don’t know how long it’s going to take.”

So that puts a little bit of pressure on me, and Ben Walsh, the line producer, and Lawrence Bender. So there was that level of anxiety that was coming from the producers’ side, which I spent a lot of time trying to keep away from the set, because Quentin doesn’t work as well under that. He doesn’t want that feeling. He doesn’t want that sensation around him. So my job is to keep it positive – even when inside I’m freaking out that we’re over two weeks – and not let it affect what we’re doing. There was that pressure, and we did go over in our time in China, because that House of Blue Leaves fight was so big. Which obviously put more pressure on all the things that we were looking to do when we came back to the States.

And I mean, talk about another major change. In the Kill Bill script, Elle Driver dies. I remember sitting in the trailer, in Budd’s trailer, as we’re rehearsing the fight between The Bride and Elle Driver. Everybody’s flying back and forth, the rehearsal’s happening, and I’m looking at Quentin, and he’s not engaged. He’s just not part of it. I said, “Dude, what’s up?” And he’s like, “Come here, come here.” We leave, and he takes me off the set. He says, “I’ve been thinking about it. What if Elle doesn’t die? What if Uma and Daryl fight and Uma just pokes out her eye and leaves her there thrashing around the trailer and she’s blind?” I said, “So, you see the eyeball drop?” “Yeah, Uma’s big toe steps on it.” I said, “That’s wild. That’s fantastic. That’s great stuff.” He’s like, “Well, what do we do?” I’m like, “We wrap. You go home, you figure out exactly how you want this fight to be. Give me some ideas as to what you think it’s going to be, so I can start working with the effects guys and things of that nature. And let’s go get Lawrence and Ben and approach it from that perspective.”

And we did, we wrapped. He went home and put the new fight together. He felt much better, but that changed everything, because The Bride was going to bury Elle Driver in the desert, in the rain. We had a whole set piece that was supposed to happen, so we had to reconfigure and restructure all sorts of different things, and redo this fight in 24 hours. It puts a lot of pressure on Quentin, me, Bob, the fight team, and the producers, everybody. The effects guys. So there are those types of challenges, and it was a long shoot. We wound up shooting for 154 days over the course of two movies.

There was a certain point when we were out in Barstow and everybody ate at the same hotel, and everybody got sick. So we shot one day with one-third of the crew. I mean, there are just different little funny things that happen over the course of shooting for a whole year, and with four different languages. We had the Chinese, we had the Japanese, we had Mexico, we had the Spanish speakers, we had English. So we didn’t do a production meeting, because it would’ve been like the United Nations. I broke it into three separate meetings, as opposed to one big meeting. It was just a lot of rethinking how to approach things because of the many different aspects, language, the length, actors, training. We trained for three months with everybody before we started shooting. There were just a lot of different elements that are not typical that made it a challenge.


Hemphill: Going back to the issue of scheduling, do you have any kind of philosophy about what kind of material you like to schedule for the first day of shooting? How do you want to set the tone?

Clark: In general, if I can have number one on the call-sheet as the only person participating, that’s a great first day, because that’s the relationship that really has to get off the ground. Having the director and the lead actor work for the first time as much as they can with each other is great. It doesn’t always work out that way. Sometimes it just can’t. My ideal first day is a relatively mellow page count and nothing terribly intense, but a real day for the director and the lead actor to get their feet planted on the ground and understand what it is they’re trying to achieve together.


Hemphill: And then how do you approach something like the Hollywood Boulevard material in Once Upon a Time…in Hollywood, where you’ve got all the usual pressures plus you’re transforming several city blocks with period detail and dealing with hundreds of uninvited onlookers in the form of all the Hollywood tourists wandering over?

Clark: The first thing I did in prep was to make sure Bob, Quentin and I were all on the same page; I went through the order of events as I wanted to do them and sought their consultation, and we all agreed. Because we were always on the same page, we didn’t have to spend tons of time talking about what we needed to do on set. I was able to focus on making sure Brad and Leo’s needs were taken care of, and on getting them to the set. Because with all those people, that’s a challenge right there in itself. The producers and I were very concerned about the safety, not only of the crew and cast, but of the people who were going to come watch, so we got with the police department and put together a game plan to keep those people safe.

I told the second assistant director that as far as hiring P.A.s and additional help went, “Look, I’m not really concerned about people having so much experience. What I want is people with charisma. I want people who engage with the people who are watching. I want them putting on a show in between takes. I want them to entertain the crowd, and I’m going to do my best to entertain them as well. I want the crowd to be paying attention to what we’re doing, so when we ask them to do something, they’re already engaged, and they do it very quickly.” And it worked like a charm. We had to move 1,500 people from one side of the street to the other side of the street, and we did it in seven minutes.


Hemphill: I remember when you guys were shooting, the outside world just knew some broad strokes about the story, and that it was ostensibly Quentin’s Manson family movie. But nobody had any idea what he was going to do with that third act where he rewrites history. How did you maintain the secrecy of that without letting the script leak?

Clark: We kept the third act in a safe in the accounting department. There was a room off of the accounting department that was specifically for that. You come, you get the script, you go into the little room, you go read the third act. When you’re done, you give the script back, they put it back in the safe, and you leave. You take some notes. If you need to refer to something again, you go back, you get the script, you go in a little room, you take your notes, and you go back. At first, people are like, “How are we going to do that? Oh, my God.” It wasn’t that hard. You’re in prep, you’re there. You go to the little room, and you read it. And then when we got out on location, we just brought a safe, and you go to the producer’s trailer if you need to read it. But you know the material by that point. You know what’s happening. You know what it is. And whatever changes come, we’d just talk about it. As we discussed earlier, the script for Django Unchained would have been useless for the third act if you wanted to read it. So what’s the difference? The hardest part was getting over the fear of not having the material at your fingertips all the time. Once people got over that fear, it wasn’t an issue in any way, shape, or form.


Hemphill: We’ve talked a lot about this ongoing relationship you have with Quentin, but how do you go into meetings with other directors who you haven’t worked with? What’s important to you when taking on a project, and what do you hope to convey to your prospective collaborators?

Clark: The most important thing to convey is that I love it. I feel empty and get depressed if I’m not shooting. If I’m taking too long in between projects it affects me physically, it affects my relationships, it affects my mojo. So I like being on the set. I love making movies, and I bring that to every set that I participate on, that joie de vivre of the process. I try to communicate that to any director I meet with, and I hope it doesn’t come across as fake, because it’s very genuine. It’s so over the top that it could come across as crazy. But if you visit the set, it’s there. I am gregarious, and fun, and alive, and participating in every aspect of it and making it as much of a family as I can. I want that Tarantino feel on every movie, and I do my best to bring it to every movie I do.


Jim Hemphill is the writer and director of the award-winning film The Trouble with the Truth, which is currently available on DVD and streaming on Amazon Prime. His website is

This interview originally appeared on Filmmaker Magazine’s website.

Read Next

It’s A Boy!