Adjusting the Picture: The Outer Limits Movie (1994-2014)

OuterLimitsSquareOn 16 September 1963, two months before the assassination of John F. Kennedy and the UK broadcast of the first episode of Doctor Who, audiences watching the American Broadcasting Company might have been forgiven for thinking their televisions needed tuning, as wavy lines filled the screen before the picture shrank suddenly to a white dot. Only then did a voice, somehow both reassuring and discomfiting, explain that there was nothing wrong with their television sets. “Do not attempt to adjust the picture,” it intoned, or warned. “We are controlling transmission.” After a demonstration of this control, during which the volume, position and clarity of the image were seemingly influenced by an outside force, the voice went on to invite viewers to participate in a great adventure. “You are about to experience the awe and mystery which reaches from the inner mind to… The Outer Limits.”

That the narration, known as ‘The Control Voice’ and voiced by Vic Perrin, sounded like Rod Serling, host and creator of popular anthology series The Twilight Zone, was no coincidence. Since its series début in 1959, The Twilight Zone had supplanted Science Fiction Theatre as the public’s favourite sci-fi mystery series, with 120 episodes having been broadcast by the time The Outer Limits’ première episode, ‘The Galaxy Being’, aired. Ten days later, The Twilight Zone’s fifth and final season began. Although the science fiction theme, anthology format, and presence of a stern-voiced opening and closing narration marked creator Leslie Stevens’ The Outer Limits out as an obvious competitor for The Twilight Zone, episodes of the newer show ran for a full hour, allowing room for a deeper exploration of the scientific, philosophical and even existential themes than The Twilight Zone’s irony-tinged twist-in-the-tail half-hour formats. In addition, as David J Schow, author of The Outer Limits: Official Companion explains, “In general, Twilight Zone stories were about ordinary people swept into extraordinary situations and The Outer Limits, if anything, was the opposite of that, with its roster of eccentric loners, misfits, and determinedly atypical characters.”

Running for a total of 49 episodes across two seasons, The Outer Limits featured a great many chilling, eerie and even downright terrifying stories, and is notable for having given birth to several science fiction legends, including Mr Spock’s ears (modelled on those of David McCallum’s character in ‘The Sixth Finger’) and James Cameron’s The Terminator (inspired by Harlan Ellison’s teleplay for ‘Soldier’). The series ended in 1964, and despite rumours of a revival in the sci-fi-friendly 1980s, it was not until the success of such shows as Star Trek: The Next Generation, Babylon 5 and the anthology series Tales from the Crypt that rights holder MGM became convinced that the time was right to revive The Outer Limits. The new series, produced by John Watson and Pen Densham’s Trilogy Productions, and broadcast on US pay-TV channel Showtime, débuted in 1995 with a feature-length episode based on George R. R. Martin’s novel Sandkings. The series ran for seven seasons, and had amassed more than 150 episodes — three times more than its 1960s progenitor — when it was finally cancelled in 2002, by which time the Sci Fi Channel (now Syfy) had taken over production and broadcast of the hour-long series.

Even before the revival of the television incarnation of The Outer Limits, plans were being drawn up by Mark Victor, writer of MGM’s hit Steven Spielberg production Poltergeist and writer-producer of its sequel, for a big screen outing, which Victor and his producing partner Michael Grais would potentially produce. “It was a project that I always thought would be a hit,” says Victor, “in that it had an identifiable, hungry audience… not so large that it was obvious, but that it could really build and become a worldwide hit. And that title is worth, at least in my mind, a fortune in itself. It’s so easy to promote.”
The success of MGM’s first major science fiction project, Roland Emmerich’s Stargate (1994), which grossed almost $200 million worldwide from an estimated $55 million budget, doubtless helped convince the studio’s executives of The Outer Limits’ potential. For Victor, however, the original show’s key producers, Leslie Stevens and Joseph Stefano, proved to be a more significant hurdle. “It was difficult to get Stefano on the same page as Stevens,” Victor admits. “Leslie was anxious to go forward with it, but Stefano was very ‘up and down’ about it.” Victor sensed that the two producers had not spoken in many years, and that each felt that they should be the one in the driving seat. Eventually, Victor addressed this problem with a ‘most favoured nations’ deal, under which Stevens and Stefano would receive equal credit, and equal pay, regardless of their eventual contributions. This, however, precluded either Stevens or Stefano from writing the script, “because the other one, psychologically, wouldn’t allow it, or thought they should be the one to write it.”

The successful revival of the television series gave the project a boost, but added a new complication: a pre-existing agreement that allowed the new show’s producers, John Watson and Pen Densham, a production credit on any future incarnations of the show, including feature films. In fact Watson and Densham had invited some of their Outer Limits writers to pitch stories which might form the basis of a potential feature film.

The first of these, completed in August 1997, was Alan Brennert’s Control Group, a melding of H. G. Wells’ The Island of Doctor Moreau and Robert Louis Stevenson’s Strange Case of Dr Jekyll and Mr Hyde, in which Dr Matt Bergman, a geneticist working on a cure for his son’s autism, accelerates the evolutionary trajectory of a chimpanzee, transforming it both mentally and physically with astonishing rapidity. But when the chimp bites one of Bergman’s colleagues, it unleashes a virulent disease which enhances the physical appearance of those infected and removes behavioural inhibitors so that the id is unchecked. The second, written by James Crocker and dated December 1997, takes place in a Martian biodome, where a life-extending substance is harvested from the sap of a kind of tree which can only be grown on Martian soil. But something else is feeding on the sap: a terrifying, predatory alien creature which attacks the human colonists one by one, cocooning the females and thereby adding to the general ‘Alien clone’ feel. The third proposed story was Sam Egan’s New Breed, dated 1 September 1998. Like Brennert’s Control Group, the story concerns a pioneering scientist’s creation of a kind of cure-all, in this case a “surgical SWAT team” of nano-bots which, when injected, can repair almost any physiological damage, from blindness to cancer, physical injury — even death. When a group of experimenting teens (like the young medical school students from Flatliners) inject themselves with the serum, they find that not only are they virtually indestructible, but, as with Brennert’s tale, behavioural inhibitors are affected, and soon the ‘good’ superhuman teens are fighting their ‘bad’ counterparts — like Heroes might have turned out if it were set in a single college and everyone had the cheerleader’s power.

Several drafts of each of these approaches had been overseen by Watson and Densham by the time they learned of the potential conflict of interest with Victor and Grais. “There was a dispute about rights with Victor and Grais and there was a potential lawsuit and it was all ugly,” Watson recounts. “So we elected to meet with them and say, ‘Rather than no movie happening, why don’t we figure out how to team up on it and see if we can do something together?’” As a result, instead of suing and counter-suing over what was essentially a bureaucratic error in the MGM legal department, the four producers — Watson and Densham, Victor and Grais — decided that collaboration would be the best way to take the project forward. “We reached out,” says Densham, “and generally enjoyed the relationship with them. Sometimes those marriages can be awful, and sometimes they can be valuable. And we felt that by not getting defensive, but by just saying, ‘Listen, together maybe we can get this movie made,’ we found a new foundation and we shared both the company’s efforts and our relationships with the studios, which were very deep.”

It didn’t hurt that, thanks to his legacy on the Poltergeist property, Victor had a good relationship with MGM head Chris McGurk, the man with the power to give the Outer Limits movie a green light. “He was a visionary, in his own way,” Watson says of McGurk. “He had this property which he thought was exploitable and would make for a great movie, but he wanted to do it on a bigger scale, [whereas] we were developing movies in the lower budget range, around $10 million.” McGurk’s notion was to make a James Bond film one year and an Outer Limits movie the following year, and alternate both properties. In addition to the question of scale, Watson recalls that McGurk had several other diktats. “He specified that it had to be contemporary, it had to have aliens involved, and it had to deal somehow with how these aliens had an effect on Earth people today, so it was relatable.” Densham wrote a treatment for a story, developed with Watson, which followed a group of modern day humans who had been kidnapped by aliens. Victor and Grais, however, chose not to move forward with it. “And again, this was cordial,” Densham points out. “We really believe that one works hard in this game and that you get more out of it by being constructive. So that, if we say that there was conflict, it was an opinion that was shared openly and honestly. I mean, it’s hard enough to get things made in this business. Why would you want to make it more difficult?”

Scouring old episodes for inspiration for the feature film, the producers found two problems: firstly, many of the stories had provided inspiration for other properties; secondly, none of them had the scale Chris McGurk felt the film required. “I agreed it should be a significant movie,” says Victor. “It had to be bigger than the TV show, because when you go into a movie theatre, you’re expecting all the elements that you identify with that show, but you have to take advantage of the big screen. You can’t give them the exact same thing that they can see on TV.” Instead, the producers decided to begin with a blank sheet of paper, inviting veteran screenwriter Gerald DiPego (Phenomenon, Message in a Bottle), and his sons Justin and Zachary, to pitch for the project. “They came in with a story that frankly didn’t work,” Victor recalls, “and I sort of gave them all the mandates of what I thought this movie was supposed to be. They went away, and they came back with enough of a premise and a twist that it got me excited.” Says Densham, “They came in and pitched an idea, which was very complex, very well worked out; an elaborate and very clever pitch. We showed it to the studio and got the go-ahead to start the writing deal.”

The DiPegos’ story was indeed original, although it melded several elements familiar to science fiction fans — elements of Outbreak, Species, The Matrix and 28 Days Later — in depicting an invasion of Earth by extra-terrestrial beings able to disguise themselves as humans, but in possession of superhuman powers, such as teleportation. Rather than unleashing the kind of destructive force depicted in sci-fi stories from War of the Worlds to Independence Day, however, the aliens in the DiPegos’ script had a more intriguing modus operandi: a highly infectious disease spread through counterfeit currency crawling with nano-agents which invade the brain, turning humans into virtual zombies, unable to resist the will of their new masters. Call it Invasion of the Carpetbaggers.
The story opens in a village in Myanmar, where a strange phenomenon is first witnessed: without warning, people fall into a kind of ‘standing coma’, seemingly the result of a strange paralyzing disease spread by touch. The United States Army Medical Research Institute of Infectious Diseases (USAMRIID), a military equivalent of the Center for Disease Control and Prevention (CDC) previously seen in the movie Outbreak, flies in to investigate, but the local government, fearing a setback to the lucrative tourist trade, deports them and burns the ‘coma’ victims alive…

As these horrific events unfold, the script introduces the protagonist: John Cooper, a former pilot retired from the US Air Force after a unexplained crash, now living in Santa Fe, New Mexico, with his girlfriend Laura, scraping a living as a cable guy. It is while Cooper is repairing the TV of his old friend Chet — where we see the old introduction to the show, as Chet flips channels — that he stumbles upon a video feed of the bodies being burned in Myanmar. “Damn it, I don’t want news,” says the curmudgeonly Chet. “This isn’t news,” a horrified and fascinated Cooper replies. “It’s between channels.”

Suddenly, and simultaneously, the strange paralyzing disease breaks out in other parts of the world, causing chaos: entire cities literally come to a standstill, a train crashes into a station in Bombay as the driver falls into a coma, five airliners fall out of the sky as their pilots succumb to the disease. At each of the locations where these incidents occur, the audience is shown a group of individuals — a skinny man (SLIM) in Bombay, a bulky Asian (JUMBO) in Myanmar, a man with a flat-top haircut (HAIRCUT) in Tanzania, and a gorgeous female (BEAUTY) in the United States — handing out money to the locals. Meanwhile Cooper fiddles with various electronic gizmos, trying to isolate the source of the military satellite feed he saw earlier. Unbenownst to Cooper, the source is the USAMRIID team — Dr Jo Prescott, Colonel Terry Glanvil, chemist “Jack” Rabbit, and Robert “Diet” Coke — sent in to investigate the outbreak. The government sends in a man named Haggerty, who takes charge of the investigation just as a new symptom of the disease is revealed: if one of the standing coma victims is touched, they react with extreme violence and hostility, akin to the blind, spitting rage seen in Danny Boyle’s 28 Days Later. When Coke is attacked in this way, he quickly becomes infected, confirming that the contagion can be spread through touch.

With startling rapidity, the epidemic takes hold elsewhere in the world: China executes victims in an attempt to contain it; quarantine camps are set up in Europe; the first cases are diagnosed in Montreal, Canada; before long, Times Square is at a standstill. The government urges people not to panic, as news of the contagion spreads fast — but the disease is spreading faster. Villages, towns, cities, communities, governments, social infrastructures are collapsing throughout the world — and we’re still only at page twenty-four. Cooper and Laura pack up and head for NORAD, Cooper’s former air base at Cheyenne Mountain, where the USAMRIID team has made a bizarre discovery: a hundred dollar bill taken from one of the victims is teeming with trillions of tiny, squirming objects. Parasites? Bacteria? “It’s neither,” says Haggerty. “Not unless bacteria have gears.” The objects are biomechanical: part organic, part machine; highly evolved nano-agents which enter through pores in the skin and lodge in the cerebral cortex, interfering with brainwaves, paralyzing the carrier. It’s highly contagious. It spreads through money — and someone is deliberately spreading the wealth… Running various tests, they find a way to track the counterfeit currency: no matter what the outside temperature, the nanite-coated money maintains a constant temperature of 61.5 degrees Fahrenheit. Thermal satellite imaging narrows the search to the nearest concentration of currency: San Francisco.

Cooper and Laura reach NORAD, where various VIPs, military personnel and scientists are trying, without success, to gain access. One by one, all of them succumb to the sickness — even, in a heartbreaking scene, Cooper’s beloved Laura — until Cooper is the only one still moving, arousing the curiosity of those inside. They bring him into the base, theorizing that his immunity may result from damage to the hippocampus — the part of the brain affected by the nano-agents causing the ‘disease’. Cooper explains that the injury may have been caused when he crashed his experimental aircraft, since when he has had blackouts and memory glitches. Desperate to stop the disease in its tracks, the USAMRIID soldiers head for San Francisco by helicopter, taking Cooper along for the ride. There, they spot the skinny man (Slim) spreading money, and pursue him to a Macy’s department store, where the showdown is hampered by Slim’s apparent ability to teleport, or ‘blink’, short distances instantaneously.

By chance, the team discovers that they can short out Slim’s teleportation using radio waves — but when they corner him and gun him down, twisted metal tendrils shoot out from his wounds with deadly force. Finally, they manage to outgun and overpower the creature, which an impromptu autopsy confirms is not human. “The skin is some kind of bio-suit,” Haggerty explains, “a living genetic disguise. The outside has complete human functions: blood in the veins, pores in the skin, facial hair.” “Counterfeit people handing out counterfeit money,” says Cooper. No one has seen anything like it before — except, it transpires, for Haggerty, who admits that the bodies of similar creatures were recovered from a crash site in Chile five years earlier, but that the government hushed it up. Shouldn’t the government have been prepared, one of the team asks. “For an invasion?” Haggerty responds drily. “For an army? They didn’t come with an army. They took our planet without firing a shot. They just handed out money. Gotta admire them for that.”

From here, the script becomes more action-oriented, echoing Species as the team encounters another of the aliens: Beauty, who reveals a deadly defence mechanism which makes the creatures extremely dangerous to injure. Later, in one of the script’s eeriest and most chilling scenes, everyone suffering from the sleepy sickness suddenly begins moving, shuffling along with unknown purpose (shades of M. Night Shyamalan’s The Happening), “an endless wave of comatose people — all heading in a uniform direction.” Soon they begin assembling in circles, their eyes turned upwards, as though awaiting the arrival of visitors from the sky…

“We did an internal draft with the DiPegos before we shared it with anybody, contributing our skill at working with scripts,” says Watson, pointing out that he and Densham had overseen more than 150 shows for The Outer Limits, not to mention forty-four episodes of their 2002 revival of The Twilight Zone. “You know, there are only two great supernatural fantasy science fiction anthology shows in American history, and we were able to revive them both,” he says. “We love science fiction. You’re in a world where we could talk for hours, and as you can imagine, we had a lot of ideas that were constructive to help the DiPegos’ script get stronger before we presented it to the studio. Victor and Grais had their thoughts included in that process, too. Then I think we handed it in to the studio, and got a fairly strong positive response, if my memory’s right.”

Armed with the DiPegos script, the producers set out to find a director for the project, narrowing the choices down to one: Rupert Wainwright, the British-born director of a recent MGM hit, Stigmata. “Oddly enough, I think I had offered Rupert what would have been his first feature film when we were doing Sleepwalkers,” says Victor, “but I don’t think he was quite comfortable with that at the time. He was doing music videos and commercials. So I had been familiar with Rupert, and I knew that he was brilliant, visually. Michael Nathanson, the president under Chris McGurk, was a fan of his, and McGurk had certainly known about him from Stigmata.”

Wainwright was on the verge of taking another film when he was contacted about The Outer Limits, but even though he didn’t think the current script was perfect, he felt it was full of possibilities and ideas, and agreed to pitch for the job. “He was a ‘high energy’ guy, and he came in with a really strong take,” remembers Densham. “He had some terrific visual ideas,” adds Victor, “and I think that he has a science-based thinking which helped tie things together so that they were logical.” Wainwright recalls that he did not have time to make a full presentation, “but I took something like forty books and Post-It Notes into the first meeting, and I just tried to overwhelm them with information overload and enthusiasm.”

Despite the considerable momentum behind the project, and everyone’s enthusiasm for Wainwright, the director recalls that neither the producers nor the studio were ready to commit. “Everybody liked Rupert, and everybody liked his take,” confirms Densham. “But he did want to do substantial changes to the script, which I think gave us pause.” Says Wainwright, “I kept thinking, ‘If they don’t book me on this, I’m gonna have to go to Europe and start scouting the other film, and then do the other film.’ But then the people who were doing the other movie put a trade announcement on the front page of The Hollywood Reporter announcing that they’d hired me, that I was starting immediately and that Wesley Snipes was probably gonna do it. And the minute MGM saw that, they called me up to book me. It was just classic.” Instead of a traditional development deal, in which a director might be given $25,000 to develop a project over a number of months or years while pursuing other offers, Wainwright was given an unusually high holding deal, so that the studio effectively bought his services for six months, paying him an advance against his salary, “in this case around fifty per cent of my entire salary, just to hold me for six months — which was extremely rare.” The studio, Wainwright reasoned, was serious.

Wainwright’s first order of business was typical of incoming directors: to mould the script into a shape he was more comfortable with. Says Victor, “I think the DiPegos had achieved quite a bit. The structure of the story, the ‘throughline’, was good. I thought the characters, for what we wanted, were maybe a touch soft. And the last third was maybe a little too much of the ‘blow-’em-up-and-shoot-’em-up’ type of thing.” Wainwright says he offered to stick with the original writers, which would have suited Watson and Densham. “Being writers ourselves, we tend to be sympathetic to people who create ideas,” Watson explains. “But it didn’t happen, so I guess we didn’t fight hard enough.”

Wainwright and the producers began meeting with other writers, without success. “It was either a writer we really liked but they had a terrible take, or it was a writer that had an awesome take but their writing sucked,” he says. “We couldn’t find anybody who had the right combination. The studio didn’t necessarily want a name,” says Wainwright, “but they wanted somebody they felt was going to deliver. They didn’t want to take a ‘fishing trip.’” British screenwriters Dane McMaster and David Hughes1, who had written an unproduced script entitled Killing the Gods for Wainwright, were among the writers asked to pitch. So too was The Crow screenwriter David J Schow, who had written two episodes of the new Outer Limits television show. Says Schow, “He called me because we had worked on projects together and he had actually read my book and understood the ‘identity’ of The Outer Limits in a way that consistently eluded the producers of the remake series.” regarding his approach, he adds, “Having had several ideas over the years for what I thought was one Outer Limits-flavoured story or another, I would have respectfully requested a page-one overhaul. A global alien invasion plot where humans become zombie functionaries had to be handled very gingerly to seem like it had Outer Limits pedigree – that is to say, it would have to be a small, tight, focused story with the invasion as the backdrop, and the script they had wanted to be a sort of global tentpole blockbuster. Not to hit the irony too hard, but it seemed like just another makeover of Invasion of the Body Snatchers – an alien takeover plot handily solved by a character who turns out to be the darling of destiny.” Says Wainwright, “I love David, but to be honest he never really came up with a take on it that blew us away.”

Everyone eventually agreed that the next writers to tackle the project should be David Weisberg and Douglas Cook, who had written the ‘spec’ script which eventually became the hit movie The Rock. “The idea was to make the script more energetic, a little more ‘run and jump’, and a little more ‘high tech’,” says Watson; “to make things gel in a way that was far more action oriented.” The next question concerned the writers’ methodology. One approach would be for Weisberg and Cook to submit a ‘beat outline’ explaining what they planned to do; alternatively, they could go ahead and begin writing. “Either way is a little bit tricky,” Wainwright explains, “because if you do a beat outline, it’s the bones but not the flesh, but if you just let them get on with it, you don’t know what you’ve got until 110 pages come in after what might be three months.” Ultimately, a third approach was agreed upon, whereby Weisberg and Cook would write twenty pages per week, delivered on a Friday, which would then be reviewed over the weekend, before the next twenty pages were written, and so on. At first, it seemed like a good idea, as Wainwright recalls. “The first twenty pages came in, and they were awesome. Unbelievable. Couldn’t be better. All of us were congratulating each other on how brilliant we were, you know: ‘I found them first.’ The next twenty pages: not bad, a bit action-y, but still good. The mystery wasn’t really there, and it was a little The Rock-ish, but still okay. The next twenty pages — crap! It’s now turning into a Jean-Claude Van Damme movie. So we’re thinking, ‘Woah, Nelly! Slow down, slow down!’” “We thought their version was too active and losing character,” says Watson. Densham agrees. “We definitely felt we didn’t have strong characters, frankly, either in the DiPegos version or their version,” he says. “The lead guy was not really involved enough.”

Meanwhile, the studio was dangling the prospect of a green light. “There was a lot of pressure to try and figure out what the last issues were in the script that would please McGurk and get him to feel that he would stamp it a ‘go movie’,” Watson explains. The situation was complicated by the arrival at MGM of a new executive, who had his own perspective on what The Outer Limits should be, “which is basically a smaller, creepy movie, whereas our movie is turning into a huge Close Encounters/Independence Day/Signs kind of film. We gave him the first sixty pages, and he said, ‘This is a piece of shit! I hate these writers! We need to start again from scratch.’ So we’re slightly embarrassed, and we’re saying, ‘We told you it wasn’t perfect,’ but we want him to be involved. So then there was a bit of a crisis.” “We had two different groups inside MGM,” Watson adds. “One was trying to get the movie together for Chris McGurk, and he, in turn, was trying to reach around those guys and saying, ‘Just give it to me. I don’t want to wait for what they do.’ And that, politically, was a difficult place to be, and we did our best to navigate it without upsetting anybody. But at the same time, Chris is the kind of guy that likes an ‘open architecture’ kind of management style, and we responded to Chris because we were dealing with him on other projects and other ideas.”

Wainwright, having backed two writers the incoming executive now hated, felt that his job was under threat. “Luckily, I’d done this huge presentation,” he says. “I’d cut a trailer from found footage, I had a ten minute presentation of designs we’d done, and storyboards galore, and I showed them that before I showed them the script because I knew the script wasn’t where it needed to be. So luckily that enthusiasm level kept them going. Normally we would get the blame, but somehow we dodged that bullet, and they basically said, ‘Great project, great director, great producers — but the script sucks.’”

Wainwright and the producers set out to find another writer, putting forward Zak Penn, whose credits included Last Action Hero, Inspector Gadget, Behind Enemy Lines and the first of his two sequels to The X-Men. “He came in and did a brilliant pitch,” says Wainwright, “and he said, ‘I can’t tell you the whole story, but this is where you go wrong.’ He said, ‘Listen, I’ll tell you the truth. You might find guys who write better dialogue than me, and write better characters and tell better jokes than me, but I’ll be frank with you, when it comes to structure, I’m one of the best guys.’ He said, ‘I’ve got these five weeks here, I’ll do this for X amount, in five weeks, and you might have to do a little dialogue polishing, but you will know that you have the movie.’ So we were like, ‘Okay.’” The studio, however, refused to hire him, apparently doubting that Penn would be able to deliver on his promises in only five weeks.

Instead, the studio proposed another writer — a veteran of the A-list, who Wainwright describes as “a complete prick,” but who he and the producers agreed to for largely political reasons. “I knew the studio liked him, so I was predisposed to hedge my bets a little bit,” Wainwright admits. “He was a good character writer, he wrote classy stuff — he wasn’t a guy who does ‘punch-ups’ on Michael Bay movies — so it felt like it was a smart way to go.” The new writer was engaged in the run-up to Christmas of 2002, just as Wainwright and the producers were heading off on vacation. “I figured he was going to spend the two weeks over Christmas working out what he was gonna do, then he was gonna pitch it to us, and then he was gonna do it. Boy, how wrong was I!”

The unnamed writer had been working on it for a week when Wainwright organised a conference call, which he recorded and transcribed, between himself, the writer and the four producers. “I’m expecting the writer to say, ‘I’m gonna do this, this and this, but I haven’t done any of it — I’m just waiting for your blessing.’” Describing the conversation as “brutal,” Wainwright elucidates. “I say, ‘So, how’s it going?’ ‘It’s going extremely well, but I’m not sure if I wanna submit it to the taste test.’ ‘I’m sorry? What does that mean?’ ‘Well, if you’re a chef and someone orders a meal, you don’t just start handing around the food before it’s been cooked.’ So we said, ‘Okay, we don’t wanna mess with your system — just give us the beats.’ And he said, ‘Well, I’ve already started writing.’ ‘Great! What are you writing?’ ‘Well, I can’t really talk about it because I’m already writing.’ ‘Well, how are we gonna know what you’re writing?’ ‘Well, you’ll know when I send you the script.’ ‘Okay, excellent. But we’re all pretty hands-on and invested in this thing — we’re not just sending it out here…’ And he said, ‘I’ve already told you what I’m gonna do: I’m gonna improve the story, I’m gonna give you real characters you can root for instead of these cardboard characters,’ and so on. At this point, I’m thinking this could go really pear-shaped, and I’m expecting the producers to say, ‘Oh that’s bullshit — just tell us what the hell is going on!’ And they’re really mellow. And I’m very aware that this is being recorded and I’m going to hand out the transcript to everybody, so I say, ‘Well, as far as I know, you haven’t even been ‘commenced’. You gotta let us know what you’re doing.’ I’m not too pushy, but I’m firm. And he says, ‘Rupert, I’m sorry, I don’t work this way. I’ve already been commenced. I’m writing. I’m on this for three weeks, and I don’t have the time to spend hours and hours on conference calls discussing what I’m doing. I’ve just got to do it!’ And he didn’t quite hang up, but…” Wainwright, knowing that the writer was friendly with the head of the studio, decided not to push it. Finally, a week behind schedule, the script was delivered. “Three hours later we all came out of our offices and looked at each other and said, ‘We’re fucked. We’re totally fucked.’”

Unbeknownst to them, the writer had sent the script to the studio at the same time, without giving them the courtesy of a ‘producers’ read’ — “which,” says Wainwright, “is unheard of. So we’re all thinking, ‘What do we do?’ We don’t wanna call the studio up and say, ‘We hate it!’ until we’ve found out what they think. Because by now we’ve been at bat once and not quite struck out, but been given a pass. This time, it was a much more expensive writer and the studio had a lot of faith in him, and we were gonna have a lot of egg on our faces if we struck out a second time. So we’re all prepared to go, ‘We don’t love this, it’s pretty fucked up,’ but not go out and say we hate it because maybe they’ll like it and want to start moving forward, and we can do the tweaks. We just wanted to get the movie made at this point — not at any cost, but we figured it’s gonna change anyway, and this guy’s not gonna be the last writer… And the studio calls up and says, ‘We really like this.’ And we’re saying, ‘Yeah, we think there’s a lot of good stuff in there.’” Wainwright called the writer and explained their views. “I said, ‘I just wanna say, I think it’s fabulous. I just have a few notes, so I just wonder if we can sit down…’ And he said, ‘Why don’t you just send me the notes and I’ll do ’em?’ And there were about forty pages of notes, starting on the third word! ‘When you say “FADE IN” — does it have to be “FADE”?’” With the budget edging towards $80 million, by far the biggest film Wainwright had worked on, the director was acutely aware of the precariousness of his own position. “I was very keen not to screw up,” he says, “but at the same time, there were things in the script that made me allergic. It was very goofy.”

Another conference call was arranged, “at which point the guy does this whole bipolar switch on us, and turns out to be really charming. He says things like, ‘I’m just a vessel for your creativity.’ He said, ‘We’ll have a meeting, we’ll go through the notes, and if need be, Rupert can literally move into my house, and we’ll sit there side by side at my computer and do the script exactly how he wants it, and you guys can go make your movie, and it’ll be perfect.’ So we’re like, ‘You can’t argue with that, can you?’” The meeting was scheduled, with Wainwright, the four producers and the writer. “It was the frostiest meeting I’ve ever been in in my life,” Wainwright recalls. “If there was one way of curing global warming, this was it.” In the space of two hours, the producers had only talked through ten pages of the script, at which point it was obvious to everyone it wasn’t going to work. Worse still, Wainwright’s reservations as the film’s would-be director were not shared by the studio. “They were like, ‘We see what Rupert’s saying, and he’s not wrong, but we don’t necessarily feel as strongly as he does about something really needing to be changed. We don’t dislike it as much as he does. We could probably live with it.’ So when you hear that, you don’t really want to kill the goose, but you also hope you can get to a place you think is right. And you kind of hope that the writer is gonna go, ‘All right, well, that’s why I did it, but if it doesn’t work, I’ll go fix it.’ But we had two meetings like that, and at the end of it we knew we had to let this guy go.”

Once again, The Outer Limits needed a new screenwriter, and the producers were taking no chances, opting for a hot writer with a recent sci-fi hit on his resumé. Leslie Bohem, who had scripted disaster movies Daylight and Dante’s Peak before writing Steven Spielberg’s miniseries Taken, seemed like the perfect fit. “I started reading the scripts for Taken, and they were so good, I started ordering the next episode so I could find out what happened. I mean I didn’t like it, I loved it. It was a huge epic, going from the Roswell crash in 1947 up to the present day. It was great.” Wainwright, Watson, Denham, Victor and Grais met with Bohem, who did not seem to have a clear idea of the direction he wanted to take The Outer Limits, but won the studio’s approval and was hired. “We figured we’d work it out as we went,” says Wainwright. “Third time’s the charm, right?”

Almost immediately, Bohem claimed to have a broken computer. Wainwright promptly lent him a laptop. Then the director learned that Bohem was friendly with one of the studio higher-ups and had been discussing plot intricacies with that executive, bypassing the chain of command, i.e. Wainwright and the producers. “Wait a second — we’re producers being hired by the studio, and we’ve hired you so you can present something to us so we can present to the studio,” Wainwright reminded him, asking to be conferenced in to any future conversations between Bohem and the executive in question. Bohem, says Wainwright, reacted poorly. “He says, ‘Listen, if he’s gonna call me, I’m gonna talk to him, okay? That’s just it.’ So I’m like, ‘Okay.’ And he said, ‘By the way, about your laptop — if you want it, come and pick it up.’ And I said, ‘Okay, it’s cool.’ And he said, ‘No, it’s not okay. I quit. I don’t want this job.’ And he hung up.” Wainwright waited a few minutes for Bohem to cool off, but was unable to reach the writer for the rest of the day. Finally, the director reached Bohem’s agent by phone. “He says, ‘Yeah, he doesn’t want to do the job. There’s too much politics involved. He quit.’” Wainwright immediately began freaking out. “I mean, he quit while he was on the phone to me,” he says. “It couldn’t be much clearer about where the problem arose.”

Wainwright called the producers to try to explain what happened and found them in remarkably mellow moods. “They said, ‘Maybe we should just leave him alone and see what he comes up with.’ And I remember what happened the last time we left a writer alone with The Outer Limits.” Neverthless, he agreed to try to win Bohem back — without success. “So then we were really up shit creek,” says Wainwright. The studio called a meeting with everybody, threatening to fire the producers. “And they’re looking at me as if to say, ‘Why don’t you fire this asshole? He was on the phone when the writer quit!’ So this goes back and forth and back and forth, and in the end they go, ‘Okay, you’ve got one more shot.’” Once again, Wainwright had won a reprieve — this time, he reasoned, because, as the studio saw it, it was the producers’ role, as seasoned screenwriters, to develop the script. “I think that’s why I dodged a bullet repeatedly,” he says.

“One of the difficulties was that the executive in charge of the script changed at least three times during the development,” says Victor. “When that happens, you’re dealing with a person with a different taste. And everyone has their own idea of what The Outer Limits is, and frankly, I would say that one of the executives probably wasn’t even much of a sci-fi fan.” Studio head Chris McGurk, however, remained a steady enthusiast of both the project and its director, extending Wainwright’s holding deal with what he describes as “extremely generous” top-ups, to the point where he had been paid almost three quarters of his director’s fee. As a result, MGM agreed to increase his fee so that he would not be working for free when the movie began shooting. “It was getting more and more insane.” Yet again, the producers sought a screenwriter, preferably one as close to the A-list as possible.

“Everybody came in from a different perspective,” says Victor. “Some wanted to blow it up and start over, and some wanted to nurture it forward.” The writer they chose was James V. Hart, whose credits included Robert Zemeckis’s Contact and several well-received drafts of Ridley Scott’s unproduced film based on the bestseller Crisis in the Hot Zone. If the combination of science fiction and disease expertise seemed to make him a perfect fit on paper, Hart’s take on The Outer Limits also impressed the producers. The studio, however, remained uninvolved. “They were like, ‘If you wanna hire him, hire him,’” Wainwright recalls, “which was a big sign that we were basically walking into an ant’s nest. I think the studio saw the same writing on the wall that we did, which was that if Hart got involved and screwed up, the producers and the director would look like shit, but they wouldn’t because they didn’t back him.” After two conference calls and a meeting at which Hart “was great in the room,” it was agreed that Hart would begin writing, delivering twenty pages at a time, just as Weisberg and Cook had done several months before.

Once again, it was four o’clock on a Friday afternoon when the first twenty pages were received, and Wainwright and each of the producers sat down separately to read them. “We all walked in after about twenty minutes, and we just hated it. We were stunned. We’re so unhappy with it, we’re ready to shoot ourselves. We’re like, ‘What the hell are we gonna do now?’” One of the producers, Pen Densham, didn’t agree with their assessment. “When he read it, he said, ‘I don’t know what your problem is, guys. It’s not perfect, but it’s all there.’” Densham wondered if it was a matter of losing perspective after so many rewrites. “I think everyone had gotten frustrated with the process of development,” he says, “because every time you bring in a new writer, they introduce variables, and to fix one thing, another thing falls off.” “We were so depressed and freaked out,” says Wainwright, “I think he just wasn’t as beaten-up as we were at that point, so he had this ‘Let’s fix it’ attitude.” Densham offered to work on a rewrite, and by the next day, he was fifteen pages into it. “He came in and showed it to us, and we were just like, ‘Dude, you just scored!’ It turned out he was right — [Hart’s draft] wasn’t all wrong. It was just like ‘turds in the punchbowl’: there are just a couple of lines on the page that make it look as though the whole thing’s fucked, but if you take those out — if you take the turds out of the punchbowl — you’re like, ‘Hey, this is delicious!’”

Hart, meanwhile, continued writing, “but the more he wrote,” says Wainwright, “the more horrible it became. It got worse and worse and worse and worse.” Finally, Wainwright and the producers, all seasoned screenwriters, divided up Hart’s pages and began rewriting them twenty pages at a time, working mostly in Wainwright’s office, while Hart worked away at his home in Virginia. “We had no idea what we were doing,” the director admits, “because these pages that were coming in were just terrible. We had started off with the DiPegos’ script, which was pretty good, but not perfect. Then we had this script, which had some interesting ideas, but, again, wasn’t perfect. So we kind of wanted the best of those scenes, and anything that didn’t quite fit we would have to add to or delete. Pen Densham broke the ice and did a lot of the heavy lifting, and then Mark, John and myself spent literally all the time during the week rewriting — sometimes together, sometimes separately — with me stitching everything together on my computer.”

Adding to their woes was the fact that all of them had a different style. Victor, for instance, could only write longhand, because he could not type. Wainwright felt unable to write a scene from scratch, but could rewrite a scene that already existed. For three hours, every Monday at 9.30 a.m., Wainwright and the producers would literally compare notes, not only with each other, but with their assistants, even the receptionist. “Obviously some opinions we valued more than others,” says Wainwright, “but everybody’s was listened to. And sometimes we’d get eighty pages into the script and we’d realize that a turn we’d made on page forty was totally wrong, and we’d have to go back and change the last forty pages after two weeks of steering in one direction.” Meanwhile, Hart was churning out more pages, unaware that he was being rewritten by committee, a turn of events which might well have had him reaching for his representative at the writer’s union. “But, meanwhile, it seems like it’s coming along,” says Wainwright. “Scenes were working. I’ve gotten completely inspired by it; I’m writing brand new scenes, and everyone’s loving it. Finally, we get it done — all 120 pages of it — and everybody reads it over the weekend and loves it.” After another collaborative polish, the draft was handed in to the studio, positioned as “basically Jim Hart’s draft, but with a few tweaks of our own.” Says Victor, “I was very pleased with that draft. I think we were all proud of it.”

On Monday morning, after the traditional ‘weekend read’, during which executives traditionally read scripts they are currently developing, Wainwright received a call from the studio executive who had joined part-way through production. “He calls me up as I’m driving into the office, and he says, ‘Rupert. One: this is amazing. Two: Jim Hart didn’t write one word of it.’” Wainwright knew the game was up. And yet… the studio loved it. “He said, ‘Everyone’s read it, and we love it.’” Wainwright agreed that it was an improvement. “And he says, ‘It’s not an improvement. It’s a brand new script — and it’s awesome!’”
Suddenly, The Outer Limits was back on track. “We were quite a long way along the process,” says Watson. “We went to umpteen effects houses trying to figure out who we thought would do the best job. We went on location scouts, trying to find a place that would give us the New Mexico desert look, and we found terrific locations up in British Columbia, east of Vancouver. We even found this empty town, kind of a ghost town, where tuberculosis patients were living back in the fifties, and all of these buildings and schools and town halls were all intact, but there was no one living there.” The producers hired a line producer, Jim Dyer (an executive producer on HBO’s Rome), and worked on budgets together. “We were battling to get it within that budget — you know, allowing X amount of dollars for the lead actor. Although, from my memory, we never got as far as going out to actors.” Several actors were, however, considered. “Russell Crowe was on our list,” says Densham, “Nic Cage, people like that. People who were sufficient to carry the movie but would be a great pair of shoulders to put the movie on.”

Now all that stood between the $80 million picture and a green light was the chairman of the studio. “Then he read it, and he loved it, but he hated the third act,” says Wainwright. “In the end it boiled down to about four lines in one scene that he didn’t like, but it took us about three weeks to find that out and fix it.” Finally, the studio decided to bring in one more writer to do an eleventh-hour polish: Hillary Seitz, whose sole screen credit was the remake of Insomnia in 2002, but whose duties as an uncredited ‘script doctor’ had included remakes of The Italian Job and Flight of the Phoenix, and the long-gestating sci-fi hit I, Robot. “I think the studio wanted to spend some more money and have a fancy-ass writer,” Wainwright says, noting that Seitz had been on the producers’ wish-list before, but had been turned down. “I think when she read it before she just didn’t get it. But she read this draft, and said, ‘I love it! What do you want me to do? I wouldn’t change it!’ So I said, ‘We need you to give it your blessing. Tweak it. Don’t fuck it up. They’ll love it even more.’” Wainwright went to Seitz’s house and worked with her for two weeks. “Sometimes the studio feels that the more they pay a writer, the better they like them,” he says. “When the studio read it, they said, ‘God, we love it! Now it’s ready!’ And we’re like, ‘You’re so right!’ So then it was full steam ahead.”
In all this time, through all of the different drafts, the story remained substantially the same. The final draft, dated 17 October 2003, is far more action-oriented, as though channeling the James Cameron of Aliens rather than, say, the M. Night Shyamalan of Signs.

“The throughline of the original story was still there,” says Victor. “There were a lot of ‘technology’ ideas that were laid in that I think were probably smart, but they didn’t change the story. What I would say changed the most is the relationship between the guy and the girl. Their characters came far more to life, and were much more fun and engaging.” Wainwright agrees. “It never changed that much,” he admits. “The big difference between the DiPegos draft and the Cook/Weisberg draft was that in their version, you really went overseas to see things unfold. Five aliens had been dropped, one had forgotten he was an alien and the other four were working their way around the world. And the disease was zeroing in on America, and we emphasised that a lot more, and created a whole team of alien hunters. We created this character who wasn’t [that significant] in the DiPegos draft, who was kind of like a Van Helsing [character] — the expert alien hunter,” he adds, referring to a central character named Haggerty in earlier drafts and Dr Boothe in the final version. “He was really cool. And he gradually got better and better, and then I think Jim Hart beefed him up a lot, basing him a little bit on [a character from] his script for Crisis in the Hot Zone. So we took that and made him a little bit more philosophical.”

While Wainwright and the producers waited for their green light, events elsewhere in the industry began to have an effect on The Outer Limits. Firstly, the studio had been put up for sale, with Universal Studios or Sony Pictures Entertainment the likely buyers. Secondly, on Christmas Day 2003, Shawn Levy’s remake of Cheaper by the Dozen had stormed the US box office, making Steve Martin a bankable star for the first time since Father of the Bride a decade earlier and prompting MGM to fast-track its plan to team up Martin and Levy for a proposed revival of its lucrative Pink Panther franchise, which had lain more or less dormant since the death of its erstwhile star, Peter Sellers, in 1980. Fiscal prudence, especially in the light of the proposed sale, meant that MGM could not afford to make both films in the same six month period. “They only had enough money and enough freedom to do one movie on that scale and budget,” says Densham. “And the Steve Martin one was just a tad more of an acknowledgeable asset, so they pushed that, I think, to get the company a more economically viable profile.”

A key factor in the studio’s decision making process was the fact that The Pink Panther had obvious sequel potential, whilst the Outer Limits feature being prepped was a standalone story, meaning that any future sequel would have to begin from scratch. This was probably achievable on television, but almost unprecedented, not to mention risky, for a feature film property. (One that does come to mind is Tales from the Crypt: Demon Knight, the 1995 feature film inspired by the horror anthology series. It was proposed as the first of a trilogy, but when the second instalment, 1996’s Bordello of Blood, bled red ink at the box office, the third instalment was cancelled.) And yet, as Victor points out, “If you did a second movie that was completely original and worked, you could do these forever, because you wouldn’t be reliant on being able to get the same cast all the time. I realize that’s probably a more difficult sell, but there’s a good argument to be made for both.” Ultimately, MGM picked the surer thing, rushing The Pink Panther into production and pushing The Outer Limits back to spring/summer 2004. Might the decision have gone the other way if The Outer Limits had managed to secure a bankable star, as The Pink Panther had done? “You could argue that,” says Watson. “Or you could argue that they paid $60 million for a movie that should have cost $25 million, and that, considering they had made Barbershop for very little money, it was a lot of money to spend on a comedy. Outer Limits was designed to be ‘Spielbergian’ — to get toy lines, to bring in the fan base and the general public. We were designed to be a merchandising phenomenon.”

Adding to the producers’ frustration was the fact that they had met all of the studio’s concerns over the story and script, and the all-important budget. “We were given a budget of $80 million, coming down from $100 million, which was originally what they bandied around,” says Densham. “And we got to that budget level, and at that point, they green light the Pink Panther movie. We had gone through all the hoops and all the hurdles, got the script right and got Chris McGurk on board, and put all the team together. That had taken us eighteen months to two years. Then it was the studio being sold which apparently finally torpedoed us from getting made.” Says Wainwright, “We realised that [MGM majority shareholder] Kirk Kerkorian wanted out. He was going to sell MGM, and the next six months was basically spent with everyone sitting around with no projects getting made.”

The producers had one more shot, however, when Constantin Films read the script and offered to fully finance the film — not for $80 million, but for a modest $50 million — for which they would take international distribution rights, leaving MGM with domestic. “I think we could have done that,” says Victor, “but the feedback I got was that the new [studio] entity wasn’t very enthusiastic about it, or not able to do it — I really don’t know. The bottom line was that nobody was saying yes.” Adds Wainwright, “It was an awesome deal, but they couldn’t get it done.” Perhaps chairman and chief executive officer Harry Sloan saw The Outer Limits as a potential tentpole series, and felt that the title may have more perceived value if the films were as yet unmade.

“I think exploiting the brand was more important to the studio than capturing the correct ‘feel’,” says David J Schow. “What they were left with contained a few interesting ideas, but none really spoke to what I see as the Outer Limits ethos. Subsequent drafts just milled around endlessly, circling and complicating the basic idea until it was incomprehensible. It really seemed to be a kitchen sink approach. I think something like thirteen writers tackled it and they came out with nothing, due to a classic case of too many cooks,” he adds. “Nobody bothered to consult Joe Stefano, and he was the single unifying personality behind the first season of the show. The movie could have benefited from that kind of vision, but alas. I think it might have also benefited from the eye of someone like Rupert who at least had the basic visual and thematic coursework in his brain. Once you knock the theme and story, it’s all in the visual sensibility, which is an approach that could have helped ‘code’ the movie as an Outer Limits offspring. Sadly, it never got that far.”

After the lengthy accounting process known as due diligence, MGM was acquired by a partnership led by Sony on 8 April 2005, by which time Rupert Wainwright was busy directing a remake of John Carpenter’s The Fog. Meanwhile, Watson and Densham have seen stranger things happen in Hollywood, and even suggested that the film’s appearance in this book [The Greatest Sci-Fi Movies Never Made by David Hughes] might give it a boost. “We wouldn’t be surprised to find that this book comes out, and someone reads it and says, ‘Shit! This was that good. All right!’ It’s advocacy. The bizarre thing about our game is that there are too many projects out there for the number of slots available, so what gets made tends be the stuff that someone else salutes. So by you saying, ‘This is a great script,’ they will all go back and look at it with a certainty now, as opposed to the uncertainty when they were looking at it the first time.”

“I think it’s really fun and engaging,” says Mark Victor. “A big, suspenseful movie with numerous surprises and scenes you’ll remember, like all of those people being drones and just walking, and the idea of the disease being spread through money. I think there was some very good visual work that Rupert had done where the effects would go. I think it would be fresh, and it would be a tremendous ride for any audience. It was very disappointing,” he says of the film’s failure to launch. “I’d say, between Pen and John Watson and myself and Rupert, that we couldn’t have put much more into it. We put in maximum time and effort to move this along, because we all really cared about it.”
Wainwright goes even further. “I was in love with it.”

Originally published in The Greatest Sci-Fi Movies Never Made by David Hughes

© 2008, 2014 David Hughes

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