The Holcroft Covenant

The Holcroft Covenant with director John Frankenheimer

Imagine my excitement upon learning that John Frankenheimer had done a commentary track for our own The Holcroft Covenant. Regular readers will recognize Mr. Frankenheimer as a recurrent object of attention here at our website. While no other director (currently, at least) has yet to make a return appearance, the films of this worthy have been the subject of three entire full-length reviews. Aside from The Holcroft Covenant, I have also examined Prophecy, while Jason memorably dissected The Island of Dr. Moreau.

Frankenheimer is a commentary track mainstay. He has performed similar duties for the DVD releases of at least two other films, The Manchurian Candidate and Ronin. Of course, those are two of his best movies, with the former an authentic classic. Therefore, the big question: Would Frankenheimer come clean that The Holcroft Covenant was a terrible film? Would he even show awareness of the fact? With those questions in mind, I rented the DVD from

As we open on the Nazi bunker (if you haven’t read my review, you should probably go ahead and do so first), we do get a hint that Frankenheimer is aware of at least some of the film’s manifold shortcomings. This I gleaned from his comments regarding how the film was adapted from a Robert Ludlum novel.

The problem, the director continues, was to condense Ludlum’s long and extremely convoluted book down to an intelligible two hour film. Admittedly, Frankenheimer doesn’t come out and admit that the film utterly failed in this respect. Still, it seems possible that he’s tacitly signaling listeners that this is the cause of at least some of the film’s problems. Certainly his comment that the plot had to be told “in very broad strokes” can be read this way.

The most telling mark of Frankenheimer’s disenchantment with the film may be the desultory quality of his commentary. (I really should have listened to some of his other commentaries, to see if he’s more animated when holding forth on his good pictures.) Long gaps appear between remarks, a major bugaboo for commentary fans.

He also tends to toss out non sequitur statements. Referring to the initial scenes in the bunker, he notes, “We decided to do this scene in German, with English subtitles, because we will be speaking English later in the picture.” Huh? Also, is this the most relevant thing he can think to comment on?

I was soon alerted to another potential problem. The director makes some observations regarding the film’s score, composed by Stanislas. Frankenheimer (hereafter JF) notes that the fellow did a great job, although I don’t think I’m alone in finding it a rather poor piece of work.

Said praise, however, raises a point as to how candid JF felt he could be in his remarks. Even if he is aware of the film’s myriad flaws, he quite possibly would avoid pointing them out, so as not to impugn others who worked on it. In other words, he may be to much of a gentleman to provide the sorts of lacerating insights I was hoping to find.

Soon star Michael Caine makes his initial appearance. JF informs us that the role of Noel Holcroft was originally written for an American actor, who remains unnamed. Unfortunately for JF, although quite fortuitously for the anonymous thespian, this fellow dropped out of the picture just as shooting was to commence. Caine was then hurriedly cast. JF calls Caine a brilliant actor, which he is, although it’s to Caine’s advantage that he’s not going to be remembered for his work here.

JF continues on that they were lucky to get him. Considering the unusually poor quality of Caine’s performance here, I tend to take this statement with a grain of salt–not that I believe that anyone else would have likely done better. Still, the question of Caine’s acting here aside, JF notes that Caine was a “joy to work with,” as well as “one of the nicest human beings I’ve ever met.” These latter two comments, as least, I can easily take at face value.

Actor Michael Lonsdale soon appears, resulting in another of JF’s odd remarks. Noting that Lonsdale’s mother was French and his father English, JF observes that the actor is “totally bilingual.” Unless one is a Valley Girl, this seems rather an odd way to put it.

Meanwhile, Lonsdale’s appearance kicks off the first of the film’s interminable exposition sequences. JF notes that such scenes are a nightmare for directors. This is no doubt true, although hardly an original insight. Still, he gets a nice point across by observing how good actors are essential for such scenes. He fields Sidney Greenstreet in The Maltese Falcon and Donald Sutherland in JFK as two examples.

The director then remains largely silent for nearly five straight minutes. He briefly comments that this is so the viewer will be able to hear the current exposition and thus follow the film. This makes me wonder whether he is so truly unaware of the purpose of a commentary track. Does anyone who hasn’t already seen a film listen to commentary about it? It seems more likely that this is just a handy excuse for keeping quiet when he has nothing much to say.

Frankenheimer eventually recommences with an anecdote about how poor weather kept interfering with the filming of this sequence. This is OK stuff, although he does tend to ramble on with it a bit. He then explains how he tends to cast stuntmen to play bit parts in action sequences (here, the various assassins stalking Caine as he leaves the tour boat with Lonsdale – again, see my review).

This is followed by an amusing story. Apparently, they had to start shooting the film before landing Caine to replace the formally cast lead actor. (James Caan, reportedly, and yes, he’s a rather different style of actor.) JF didn’t yet know who was going to get the part, and so couldn’t film any scenes with the character, even with a stand-in. Thus, the stuntmen/actors received more attention in their short bits here than they were ever likely to receive again.

I’d also like to point out that this information partly exculpates Caine’s performance. After all, by the time he took the part the picture was already being filmed. It seems likely that a lack of prep time might have hurt his thesping to a degree.

I’m going to skip ahead to the scene where Caine returns to his apartment in New York. (The exteriors for which, JF reveals, were actually shot in London). This involves the weird answering machine with the remote control device that I mentioned in my review. I had posited that Caine had been provided with such a remote so that he could wander around the set while he listened to his messages. (In olden days, you had to punch the ‘play’ button for each separate message. In order to play back six messages, you had to stand over the machine and hit the button after each message to hear the next one.)

JF confirms this, and moreover reveals that such machines never came with remote controls. He so wanted to provide Caine with the opportunity for movement in the scene that he invented the device entirely.

Here we enter another noticeable bald patch, one lasting almost five minutes. Minutes tick by without JF being able, apparently, to think of much of anything to say. It might have been a good idea for him to be joined by someone else who worked on the film, so that he had somebody to play off of.

Some of the best commentaries take this route. See the John Carpenter/Kurt Russell commentary for The Thing, or the Sam Raimi/Bruce Campbell track for Army of Darkness. In any case, combinations of a film’s director and its lead actor/actress seem to be particularly fecund. One certainly hopes that Caine, a charming raconteur, gets around to doing tracks for some of his films.

Insight into the film’s script problems is provided when Helden, the Victoria Tennant character, is introduced. Ludlum’s novel, we learn, had two sisters that were merged into this one character to save time. Also, we learn that a bit of dialog was inserted into the script to explain why the ‘American’ character Caine plays sports an English accent. Amused Jabootuites will recall a similar piece of exposition in Irwin Allen’s The Swarm.

A similar rationale, it turns out, resulted in the weird scene where Holcroft informs a furious Helden that he doesn’t know how to drive a car. In fact, JF reveals, Caine really doesn’t drive (what an odd skill for a movie actor to lack!), and again the dialog was added to explain this. Although, really, they could have just had Tennant drive in the first place and ignored the situation.

Nothing really interesting follows until the scene where Holcroft meets Helden’s brother, Johann, in that bizarre restaurant/horse riding establishment. Here again, to my chagrin, JF seems not to be aware that his techniques aren’t working. The actual location, we are told, was in Germany (the scene itself takes place in London), but Frankenheimer liked it and decided to use it.

As noted in our various reviews of his work, JF often attempted to liven up exposition scenes by having the actors move around during them. We learn that Anthony Andrews, the actor playing Johann, was an expert rider, and that JF decided to use his talents in this scene to liven things up. That it doesn’t really work seems to elude him.

To be fair, adapting a complex novel, especially when radically condensing it, inevitably demands a huge amount of exposition to keep the audience abreast of events. (Of course, you could argue that this is why one should be wary of adapting such a novel in the first place.)

JF’s concern that these scenes would come across as static, thereby irritating and/or boring the audience, is certainly understandable. What he fails to appreciate, however, is that his ‘keep the actors moving’ technique is utterly transparent to the viewer. This tends to remind you that you’re watching a movie, the worst of all possible results.

I’m going to skip ahead quite a bit here. Again, JF’s commentary is extremely spotty. Long periods of dead air will appear between dabs of fairly uninteresting observations and recollections. Even when the opportunity appears to make an interesting point, he fails to. For instance, take the introduction of the Jurgen Mass character, the orchestra conductor. JF notes that they (the filmmakers) gave the character this job so that he could be introduced in an interesting manner, i.e., rehearsing his orchestra. However, Frankenheimer declines to mention the long slate of similar scenes in his other films.

Most oddly, JF mentions that this scene allowed him to do something “…I’ve kind of always wanted to do. I really had kind of always had a fantasy of being able to work with a symphony orchestra.” However, he already had, in Prophecy, made six years earlier than this. There, the Talia Shire character is introduced as a player in an orchestra, and in a quite similar fashion.

Admittedly, the orchestra scene in Holcroft might be slightly more elaborate, but still, this comment seems to represent a rather bizarre memory lapse. As well, the hall in which this scene takes place inevitably calls to mind the prominent auditorium sequences in both The Manchurian Candidate and Ronin, and even The Island of Dr. Moreau. JF fails to mention any of this.

He also notes that the weird ‘decadence’ of the Berlin scenes – the baroque hookers, the ‘parade of prostitutes’ (which he admits he invented) – was inspired by his readings about the Berlin of the ’20s and ’30s. In other words, roughly the period wherein Cabaret takes place. He yet doesn’t seem to realize that grafting the sensibility of a past era onto a film set in the present only served to keep things from meshing.

Frankenheimer often refers to the various elaborate things he did in hopes of keeping the audience interested. Perhaps if the script had been better, such shenanigans wouldn’t have been necessary. Again, witness the crispness with which he directed Ronin, a film with a markedly cleaner screenplay.

I don’t want to beat a dead horse, but let’s move on to the meeting scene that occurs in front of the Brandenburg Gate. JF again explicitly speaks of his technique of giving the audience something interesting to look at during exposition scenes. Which, also again, brings into focus the contrast between this philosophy and his earlier remark that good actors are the most important element for such sequences. Of the actors he mentioned then, Sydney Greenstreet in The Maltese Falcon was shot in a very straight manner. (I can’t speak of Sutherland in JFK, as I didn’t see it – although I believe the scene just takes place on a park bench.)

Greenstreet sits in a chair opposite Humphrey Bogart, and the camera mainly stays put on him. If JF had directed the movie, the scene might well have taken place at a circus. I mean, I see what he’s saying. It’s hard to imagine the ‘dots’ speech in The Third Man being as mesmerizing had it occurred in an office building rather than on that Ferris Wheel. Still, even that brilliant film might have suffered had five or six other scenes taken place in similarly bizarre locations.

Now we get to the previously mentioned “Parade of the Prostitutes” segment. Again, JF mentions here that no parade of this type actually occurs in Berlin, and that he inserted it because of a certain fascination he had for the reported decadence of the city in the 1920s.

This all seems rather self-indulgent, especially given how goofy the sequence is. Unfortunately, our auteur seems totally unaware of this. This is problematic is more ways than one. JF continues to remark on how difficult it was to compress Ludlum’s massively detailed narrative into a film running two hours. Yet he apparently felt free to stage a bogus street festival and waste some minutes of screentime gawking at bared boobies and butts.

We’re going to skip way ahead here, due again to the general paucity of JF’s commentary. Aside from a rather tepid anecdote about fearing that Russian troops stationed at the Brandenburg Gate would ruin the scene there by shining floodlights on the actors (tepid mostly because this did in fact never happen), not much is said until the scene in which Johann is revealed to be the villain of the piece.

Even then, the comments are mostly further exaggerated praise for his cast, in this case for Anthony Andrews. Not, again, that I blame Andrews for his performance here. Like Caine, one assumes that he was lead astray by Frankenheimer’s direction and further victimized by the rather silly dialog he’s given to spout.

Later, during the hilarious incest scene between Johann and Helden, JF casually mentions that this angle came from the novel. This is mentioned almost as an afterthought, but one has to wonder whether he isn’t trying to duck responsibility for this rather disagreeable plot element.

Laughably, JF does seek to take ‘credit’ for the film’s goofball conclusion, wherein Holcroft defeats the villains by dramatically…calling a press conference. Indeed, he notes that he thinks it “works terribly well.” (He’s half right, at least.)

Apparently, again, the climax of the book was too complex to handle in a commercial length film, so this low octane finale was dreamed up as a substitute. Further undermining the conclusion’s purported quality is that, again, JF largely lets the scene run without talking over it. This is a mistake, as the buffoonish nature of the sequence quickly belies his confidence it in.

Perhaps the saddest remark comes near the end of the picture. “What we tried to do,” the director informs us, “is make this movie smart.” Unfortunately, intelligence is about the last adjective anyone would assign the film. Still, with the recent success of Ronin under his belt, we can at least take comfort in knowing that Frankenheimer seems to have regained his artistic compass.


What I can’t get past is how Frankenheimer either doesn’t see or refuses to see how poor this film is. (And watching it yet again, I can attest that it is indeed awful.) I can understand that he wouldn’t want to malign the efforts of others who worked on it. Still, to hear him straightforwardly commend Stanislas’ hideous score, or to call Caine’s work here “a performance that’s among the best he’s ever done,” borders on the surreal. I find it difficult to believe that Caine himself would rank it amongst his best work.

However, this does support my theory that the fault was Frankenheimer’s direction rather than with Caine’s abilities. JF’s praise indicates that Caine gave the director exactly what he asked for. Seldom has the phrase, “Our problems lie not with the stars, but with ourselves,” more completely rung true.

Nor is JF apparently cognizant of his other directorial flaws. Aside from those mentioned earlier (i.e., the obsession with movement and sets rather than the script during expository sequences), he, for instance, seldom mentions the film’s constantly recurring and extraordinarily annoying motif of tilting the camera angle so as to lend the scene a ‘weird’ feel.

Ultimately, the commentary a disappointment. Not just as a Bad Movie fan, but as a general movie buff, it would be very interesting to get the lowdown of why one film works and another doesn’t. As a maker of both remarkably good and bad films, Frankenheimer is in a rare position to provide such insight. Unfortunately, such is completely absent here.