Along Came a Director…

Frank Marshall on the Making of 'Arachnophobia'

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Frank Marshall, who along with Kathleen Kennedy and Steven Spielberg formed Amblin Entertainment in 1981, has produced some of the most memorable and celebrated movies in cinema history. From his early work with directors Orson Welles (The Other Side of the Wind), Martin Scorsese (The Last Waltz), Peter Bogdanovich (Paper Moon) and Walter Hill (The Warriors), through more than a decade with Amblin Entertainment (the Indiana Jones films, Gremlins, The Goonies, the Back to the Future trilogy, Who Framed Roger Rabbit), to setting out his own shingle with Kennedy at The Kennedy/Marshall Company (The Sixth Sense, The Jason Bourne franchise), and most recently on Amblin's Jurassic World films and the documentary Laurel Canyon, Marshall’s work across five decades in the industry is legendary. After nearly 20 years in the business producing film and television, however, it was near the end of his tour of duty at Amblin that Marshall made the big move from producing and directing second-unit on many of Steven Spielberg’s films to collaborating with actors and commanding a small army of arachnids as director of our horror-comedy Arachnophobia, which scuttled into darkened theaters 30 years ago on July 18, 1990. talked with Marshall about the subtle art of directing not only Golden Globe-nominee Jeff Daniels in an early starring role, but hordes of creepy, crawly, and sometimes temperamental Method actors in the form of the eight-legged fiends that terrify and torment Daniels, John Goodman, Harley Jane Kozak and a supporting cast of seasoned character actors. Marshall also reveals information about a shot that places Arachnophobia on the cusp of the CGI revolution that would explode with Amblin's Jurassic Park three years later.

"Arachnophobia" Director Frank Marshall

AMBLIN: How did the Arachnophobia project come to your attention? Were you looking for something specifically to make your directorial debut?

MARSHALL: I hadn't really thought about directing. I was pretty happy producing Amblin Entertainment movies. I was a second unit director on a lot of movies for Steven Spielberg and Bob Zemeckis. I was on the set of Always up in Montana, and I was doing second unit on that. Jeffrey Katzenberg [at that time still with Walt Disney Studios] came by the set and he said, "We think it's time maybe you step up to the first chair. We think we have a script that you might like," and he handed me Arachnophobia.

AMBLIN: What was it about the screenplay that appealed to you where you thought, "This'll be my first one as director"?

MARSHALL: Well, it wasn't Shakespeare and I thought I could handle it. I liked the setup. I liked the setup of the spider hitchhiking its way back in a coffin from South America. It kind of reminded me of The Birds [the 1963 Alfred Hitchcock film starring Tippi Hedren and Rod Taylor]. If you think about it, The Birds wasn't really about the birds. The Birds was about this couple that have a romantic weekend outside of San Francisco, and then all these weird, scary things start happening to them. That's what appealed to me. It was sort of a horror movie, but it did have a lot of opportunity for humor. I just thought, "If this is going to be my first film, I think I get it." The script had a lot of the basic horror elements in it, but then I hired Wesley Strick to come in and expand the story and we went much more down the path of taking The Birds as our inspiration, where it was really about this family that had moved to the country from San Francisco and then this spider invasion happens all around them.

AMBLIN: You brought Strick aboard for rewrites on Don Jakoby’s original draft. What was it in his work that matched your vision for the film?

MARSHALL: I thought he had a good sensibility. He'd written Cape Fear for Amblin, we’d read a couple of his scripts, and we got along really well. He understood my approach to Arachnophobia, and I liked his dialogue and he wrote kind of creepy scenes. I thought that was fun, but he wrote good characters. I think that what's important in all of these movies is you've got to care about the characters and he wrote great characters for this movie.

AMBLIN: In casting Arachnophobia, what were the difficulties bringing on human actors in a movie where their co-stars were hundreds of real spiders?

MARSHALL: It was really getting somebody who was up for the game and Jeff Daniels came in and he's just a wonderful actor. We sat around and talked about his character and what that would be and at the end of the meeting, he said, "Let's do this," and I said, "Great!" He's just a terrific guy and really was up for all of the antics that we had to go through with him and spiders and he actually said, "I'm kind of scared of spiders anyway, I won't be acting a lot of the time."

AMBLIN: Were there any on-set issues between cast members and the actual spiders?

MARSHALL: Not really, because we knew these spiders were not poisonous. It’s like worrying about the snakes on Raiders of the Lost Ark. If the snakes aren't poisonous, it's not really scary. Although you do have that tactile reaction when a spider jumps on your hand no matter what you do.

There were some famous stories, sort of urban myths around the stage we shot on at Warner Brothers, that some poisonous spiders had escaped. For many years after that, I would get a call about spiders on the stage at Warner's, but no, we didn't have any poisonous spiders.

AMBLIN: For the film, you specifically selected the Avondale spider, a breed from New Zealand and Australia that was absolutely not poisonous, just looked creepy.

MARSHALL: Yes. I held what I called the Spider Olympics, where I had the bug guy, Supervising Entomologist Steve Kutcher, bring in these spiders and I really put them through their paces to see if they could climb a glass, if they looked scary, to see how big they were or if they looked good on camera and how we could motivate them. It was usually with a hair dryer and hot air would motivate them. We had a spider condominium where we had different drawers with spiders that could climb better than others, some that were faster than others. It was really a science of different spider actors.

AMBLIN: Despite casting the spiders by their individual skills as you describe, did you ever have days where they really slowed you down and took a lot of takes while your human actors were hitting everything perfectly?

MARSHALL: There were days where I kind of let it be what it would be, I was kind of "go with the flow." So we would put a spider or however many spiders we needed in a situation and then we would roll and depending on what the spider did, then that's what would take us to our next shot. For example, when when we set them for the bathroom sink gag, we blew hot air and they came bursting out of the drain. Expectations are fantastic, but I never dreamed that they would just explode. Then of course with the popcorn gag, there were a lot of takes on the popcorn. The popcorn was probably the hardest one and in the shot that we got, the spider comes out and we follow it. That's all ad-libbed by the spider.

AMBLIN: Now you'd just worked with John Goodman on Always. What was it in Goodman that you felt was right for how you perceived Delbert McClintock, the insect exterminator? He's not necessarily the most comedic character in the show, so it's not Goodman working in a broad Raising Arizona mode. He's kind of somewhere between.

MARSHALL: I tried to cast really great actors in the character parts and the smaller parts. I did feel like it needed a little bit of comic relief in this story because it was going to be so creepy. John had a week off every month from his television series Roseanne. I had to shoot half of his scenes in one week, then the next month, I had to shoot the rest of his stuff. So I didn’t really get to rehearse with him. He just showed up in Cambria [California, the town where the production shot] and put on the outfit. We shot all his scenes in the order they appeared in the script. He got out of Delbert's truck, did the first scene and I said to him, "Well, John, who is that? Who is Delbert?” He said, "It's based on two characters, an exterminator I knew and one of my high school science teachers. I kind of combined them,” and I said, “Okay."

AMBLIN: Speaking of your supporting cast, the entire supporting cast is just full of really great character actors including Henry Jones and Frances Bay, Stuart Pankin, Roy Brocksmith and Kathy Kinney, and Peter Jason. Did you leave room for any improv, or for them to bring in their special gifts as comedic performers?

MARSHALL: I always like to work with people who are gifted like that. That's why I do a couple of takes. I like to do a take where we stay with what's in the script, and then I give them a chance and say, "Do something that's within the character if you want." We do a take or two like that. I do think there are always some moments that end up in the movie. A good friend, Peter Jason, a wonderful character actor—he came up with a lot of stuff for his part as Coach Beechwood.

AMBLIN: He's really great in the film. Coach is actually one of the funnier elements of it all. Speaking of the humor, horror and comedy are so dependent on hitting just the right tones. Can you recall, especially as a first-time director, how you worked to find that right balance between scares and levity? Was it baked into the screenplay, or did a lot of it come during the shoot?

MARSHALL: I think it was the tone that we set during the production. I tried to keep it as real as possible because I didn't want it to be too campy. Delbert got a little bit campy, I thought, but he was kind of a larger-than-life character, anyway. I thought what's scariest to people is everyday common things that we all would freak out by. I know that every morning when I get up to put on my slippers, I still shake them off.

AMBLIN: Poor Dr. Metcalf! [Henry Jones’s gruff old town doctor, who meets a painful fate lurking in his house slippers.] Yeah, that's pretty horrible stuff.

MARSHALL: I tried to come up with those kind of situations that were very everyday life. You sit down in front of the TV to watch a movie eating popcorn and you stick your hand in the popcorn. It was fun to come up with that kind of stuff and we just played it straight and that made for the scariness, but also for the humor. I knew the film was working in the first preview when I looked down the aisles and everybody had their feet up on their chairs.

AMBLIN: The opening sequence in Venezuela calls to mind not only your future directorial effort Congo, but the opening of Raiders of the Lost Ark and the actual production of Raiders when you went to Hawaii and had to airdrop equipment into a valley for the location.

MARSHALL: Right. I love to shoot in natural locations, in real locations. As part of the storytelling, we discovered that there were these things called tepui [mesas, or plateau-topped mountains] that exist down in Venezuela and in South America and that the environment of some of these tepui acted as ecological islands where there could be species that had never gotten out and were rare. That inspired the story. I wanted to go there and shoot because there's nothing better than the real place.

We were very adventurous back then. On Always we were up in Montana and on the Indiana Jones films we were around the world. We took this group down to Venezuela and there was one landing strip in Canaima, which is a national park there. There was a resort, we took over the resort and we helicoptered to the tepui with the crew and we're shooting on these real tepui that gave that authenticity to the film and made it really fun for us to make the movie.

"I like to get things done and I like to overcome challenges."

Frank Marshall

AMBLIN: You had two decades of experience doing a lot of location work, but you went down to a location for your very first scenes as a director. Did that give you any pause at all? Or did you feel perfectly confident to start there and not on a soundstage?

MARSHALL: I was very comfortable because I'd done so much second unit work for Steven on location that I felt pretty confident, and Mikael Salomon, director of photography on Arachnophobia, had shot Always so I knew Mikael really well and he's got a great eye. I relied on him all the time and together we would pick the shots and find how to tell the story. It was pretty natural for me to not just start on a soundstage. I like to be outside anyway.

AMBLIN: Seeing your fearless handling of tarantulas and snakes and bugs and rats on the production of the Indy films, then spiders in Arachnophobia, were you one of those boys who like to go chasing lizards and messing with insects?

MARSHALL: I like to get things done and I like to overcome challenges. That's essentially what I started doing on Raiders—"Who's going to get these shots of the bugs or the snakes?" and from then on, it didn't bother me at all to be out there. I did understand that on the first unit, I had to be a little more economical and efficient than on the second unit where your job is to stay there until you get the shots. I had to change my style a little bit, become a first unit director.

AMBLIN: You previously executive produced Gremlins for Amblin for which Chris Walas created all the animatronic mogwai and gremlin puppets. What was it in Chris's work for Gremlins that made you decide his shop was right for building the range of spider puppets on Arachnophobia?

MARSHALL: I like to work with people that I get along with, people who do great work and Chris had done that for us on Gremlins. Certainly, he seemed like the right guy to go with to create Big Bob, the master spider. There’s always a familiarity with working with somebody who makes it so much easier because you already have a shorthand with them and you're comfortable working with them. Chris knew how I thought about things. We knew we had to create these creatures that really looked like they were real. It's the magic of movies. We combined Big Bob with the giant tarantulas that we also had on the set. The movements, hopefully you don't know one from the other and they blend in and look the same.

AMBLIN: On working with people you're comfortable with, a good number of the key crew you worked with just before on Always—from Mikael, to production designer Jim Bissell, first assistant director Bruce Cohen, editor Michael Kahn and producer Richard Vane—joined you on Arachnophobia. Did that help you as a first-time director where you felt really comfortable moving from one picture to the next?

MARSHALL: Absolutely, you become a family on the set, particularly on location. I think we're all in it together. It's a collaboration. There’s a benign dictator, but we're all in it together and we wanted to make a really good movie. I loved working with my friends and I knew they had my back and they were there to support me. We all wanted it to be successful. It's always nice having those kind of people that work really hard, but who you can also enjoy and relax with. On location, we would have dinners and get-togethers and it really is a family. I knew that particular group that you just named, we had done so many movies together already, why not keep going?

AMBLIN: And speaking family, what was it like working with Kathy [Kennedy] and Steven on the team as your producers this time, working for you as director?

MARSHALL: It's a different role. I had to learn to take off my producer hat and really understand and realize what I needed as a director and not worry about the budget. For example, I would say something like, "We can't do that because it's going to cost too much," and Kathy would say, "No, no, no, don't worry. You worry about what shot you want. You tell us, and we'll figure out how to get it." We had to change the dynamic of our relationship. It took me a while to do that, but it worked out great because we came in under budget. I got all the shots I wanted. It's a really great relationship.

AMBLIN: How extensively did you storyboard Arachnophobia and if you did storyboard much of it, did you find because of the spiders you had to think on your feet more than you might normally on a well-prepped film?

MARSHALL: I storyboarded the big action sequence, the battle in the cellar at the end. The rest of it, we pretty much let the spiders be our guide.

AMBLIN: The end sequence is very complex in how it moves the action all around the cellar. Were you able to conceive much of that beforehand through the storyboards?

MARSHALL: It was a thing where I had to be creative. I had to go on the set and I had to figure out, "Okay, what's going to happen here?" I'm a stickler for logic. "Where's the spider come from? How did it get here? How do we kill it? Can we kill it? What's a funny way, clever way to kill it?" for which we came up with a nail gun. It was having everyone around me and saying, "Okay, how do we get from A to B here?" and then we would storyboard it. Because it was, as you said, so complicated down there. We did have real spiders and fake spiders. We had to know what those setups were. That sequence in the basement was very well story-boarded, but that was the only sequence that was boarded.

"I storyboarded the big action sequence, the battle in the cellar at the end. The rest of it, we pretty much let the spiders be our guide."

Frank Marshall

AMBLIN: ILM is credited in the end credits of Arachnophobia, and it says they were responsible for “computer graphics.” Was that anything to do with any CGI? There's that long shot of the house with all the spiders all over it—

MARSHALL: That's the one shot, yes.

AMBLIN: That's never talked about in the history of computer-generated imagery! Amblin had the CG stained-glass knight in Young Sherlock Holmes and the opening titles of the original Amazing Stories series, but I never see Arachnophobia given any credit within the history of CG.

MARSHALL: It was that time when very thin lines like spider legs did not work very well. CGI was really just beginning. I thought, "Okay, I think this could work in a wide shot of the house with it covered and we don't get to look at it too long. There's no other way to do it. ILM took on the challenge. I think they did a great job, and I don't think it takes you out of the movie at all. I think it looks very real.

AMBLIN: Even to this day it does. I suppose they could have done cel animation, but it plays perfectly. I think it deserves credit for that because it was one of the earlier CG shots of biological creatures.

Arachnophobia was the very first film for Disney's new Hollywood Pictures label. They’d been working in more mature themes and fare with the Touchstone label, including Roger Rabbit with Amblin, which you produced. But was there a lot of talk with Disney, any worry about doing a non-Disney style horror film or was it not that big of a problem for them as reported?

MARSHALL: Arachnophobia was a scary movie in their opinion and they wanted the new Hollywood Pictures label even though they had Touchstone. They wanted a more family-friendly label.

AMBLIN: In the press at the time of Arachnophobia’s release, you mention you'd told Disney, "Let me shoot everything the way I'd like to and then we'll take it back if you find things are too gross, scary, et cetera." Did you find you even had to bother with that in the edit or were you pretty solid with getting your vision up on the screen?

MARSHALL: Yes, it's things like the very first victim, the guy who gets bitten in the jungle there because, how far can you go? Can you see any blood? It was really editor Michael Kahn who helped me through that sequence because when he put it together, he said, "You got the steak but you need the sizzle." What he meant was, I had a great scene where this guy dies, but I didn't have the pieces that I needed to ramp it up to be really dramatic and impactful. I did a couple inserts like the actor’s hands cramping and then sticking out as he grabs at things around him. Those inserts that are able to give what Michael calls the sizzle to the scene.

"I think you could say that between Steven and Kathy and I, we were a bunch of grown-up kids trying to gross each other out."

Frank Marshall

AMBLIN: That's a great, gnarly corpse prop, too. As a kid who grew up adoring the Amblin gross-out, I was crazy for Raiders, Poltergeist, Temple of Doom and Gremlins. Kids love that comic book stuff and it’s a lot of fun in Arachnophobia, too.

MARSHALL: I think you could say that between Steven and Kathy and I we were a bunch of grown-up kids trying to gross each other out. I'd have to pull it back if the studio objected, but I was happy to do that.

AMBLIN: Were you a fan of horror and sci-fi movies growing up?

MARSHALL: Yes, I was.

AMBLIN: You mentioned The Birds, and screenwriter Don Jakoby mentioned Invasion of the Body Snatchers being an influence on him while writing Arachnophobia as well. Were there any other inspirations on the film?

MARSHALL: Yes. Another big influence was Them! [Warner Bros.’ 1954 rampaging irradiated giant ant film]. I remember seeing that at the Fox Van Nuys Theatre when I was a kid.

AMBLIN: Composer Trevor Jones was an interesting choice to score Arachnophobia. Amblin Entertainment had never worked with Jones to date, so how did you come across him and decide he was right for the score?

MARSHALL: To be fair, he was a last-minute choice. My dad was a composer, and I had a lot of my favorites, from John Williams to Jerry Goldsmith. I had composers that I wanted to work with but nobody was available and Trevor came in. His agent sent me a tape and I liked the way Trevor was very orchestral and I liked his themes. He conducted his own orchestra and was very much in the style that I like to work on the scoring side. So he came in and he did a great job in a very short amount of time. Trevor wrote that great theme for the opening sequence. He wrote some great stuff.

AMBLIN: Looking back, it’s 30 years now since the July 1990 release of Arachnophobia. What memories stand out the most in directing and releasing the film and where does the film stand in your experience of your life's work?

MARSHALL: Certainly it's right up there because it is my first major feature as a director. I always remember that first preview when you just don't know whether it's going to work or not and when I looked down that row and people have their feet up on the chairs, I knew it was working…My most favorite moment of all was sitting in the audience at the Leicester Square Theatre in London after the movie had been out already in the States. We were now on the publicity tour for the international side of things. I sat at the side of the theater and there were 1,500 people screaming when that spider jumps out at them. It was like a wave of people reacting at the same time. That's what it's all about. That's a reward and a satisfaction, to scare the hell out of people. That's how I designed the scare and it completely worked, and so that was very satisfying.

With Arachnophobia, I have to give this to both Jeffrey and Steven. They really left me to hire the people I wanted to work with and to do the things I wanted creatively on the movie. I'm very grateful to them for getting me started on my directing career.

Frank Marshall is one of the premier film producers in the entertainment industry. His career-long efforts in collaborating with the industry’s most influential minds has defined generations of movie-goers, producing such timeless hits as Back to the Future, Who Framed Roger Rabbit and the Indiana Jones and Jason Bourne franchises. In addition to a prolific producing career, Marshall has garnered wide acclaim as a film director, having brought to the screen such memorable movies as Arachnophobia, Alive, and Congo. His most recent work as director is a forthcoming documentary on the Bee Gees, and he is producing Jurassic World: Dominion. Marshall was a producer of the 2015 blockbuster Jurassic World, which has grossed more than $1.5 billion worldwide, making it the sixth-biggest box office hit of all time.

Steven Awalt is editor and digital content producer for He's written extensively on the career of Steven Spielberg over the last two decades, including in his book, Steven Spielberg and Duel: The Making of a Film Career (Rowman & Littlefield, 2014), about the making of Spielberg's breakout 1971 thriller.