‘Alto Knights’ Director Barry Levinson Talks ‘The Natural,’ ‘Rain Man’

As an adult drama based on a true story released into theaters by a major studio, “The Alto Knights” feels like a film from a bygone era.

Written by Nicholas Pileggi (“Goodfellas”) and starring Robert De Niro in two equally juicy roles, Warner Bros.’ latest release harkens back to the days before superheroes and wall-to-wall spectacle (though it does utilize some state-of-the-art special effects to allow De Niro to play opposite himself). Perhaps it’s because of its old-school appeal that the film faces an uphill battle at the box office over its opening weekend, where it’s facing off against Disney’s well-publicized live action remake of “Snow White.” Yet in order to smoothly fuse together the project’s blend of cutting edge technology and classic storytelling, the studio recruited a director known for his versatility and movie star-friendliness: Barry Levinson, the Oscar-winning helmer of “Rain Man.”

Levinson’s 55-year career includes “Diner,” “The Natural,” “Good Morning, Vietnam,” “Bugsy” and “Wag the Dog” alongside dozens of television episodes and another five Oscar noms. Ahead of Friday’s release of “The Alto Knights,” Levinson spoke to Variety about the relationship between Pileggi and Warner Bros. Discovery CEO David Zaslav that paved the way for the film to get made, and the process of getting De Niro on board and prepared to play dual roles.

Additionally, he reflected on many of his earlier films, including “Diner,” “The Natural,” “Rain Man” and “Bugsy,” offering insights about how collaborations with the likes of Robert Redford, Tom Cruise and Warren Beatty led to some of the most irresistibly entertaining, award-winning films of the last four decades.

After making “Goodfellas” at Warner Bros., I understand that Nicholas Pileggi has or had a relationship with David Zaslav or the folks at Warner Brothers that might have greased the wheels for “The Alto Knights.”

I think it was before the pandemic that [producer] Irwin [Winkler] was talking about the project and then meeting with Nick, and we started doing work on it over a fair amount of time to find the way to tell the story — that was the genesis of the whole project. And Zaslav has known Nick, and somehow in a conversation it came up, and Zaslav was intrigued by it, and that was sort of how it all came together.

Was it always meant to be an acting showcase where the lead actor played both Vito Genovese and Frank Costello?

Originally, it was a Frank Costello piece, but ultimately we developed two characters. And Irwin Winkler said to me one day, he said, “What do you think about the idea of Bob playing both?” I said, “Well, that’s intriguing.” I mean, we’re talking about one of the greatest actors ever in film. It’d be interesting to talk with Bob and see what he thinks. We had that conversation and Bob liked the challenge of doing two totally different characters.

You obviously have a long-term creative partnership with Robert from previous films. How, if at all, was that impacted by him playing both of those roles?

We’re talking about one of the great actors with a real challenge, where you’ve got two totally different people — they’re not like twins or something. And one is the volatile monster that you see, and the other is almost like a corporate mafioso character… quieter, more deliberate. So we talked about it, discussed it, refined it. He had an actor off camera that could really challenge him so that it’s a real conversation. In his camper at lunchtime, we would go over and tweak the lines over and over again, leading up to the scenes that [his two characters] would have together. So it was a really interesting process, but I’m used to it in a way because he really is a perfectionist in that regard.

This film reiterates a theme that I feel like has run throughout your work, which is this sort of interest in exploring the fabric of America, people navigating the American dream. Has that been a conscious linchpin that has drawn you to projects?

I am always drawn to character, first and foremost. And then, of course, what story do you want to tell? But I want to get inside of a character, and just recently, I was thinking back on things in the past, and I go, “So, what’s one of the first things that ever impressed me as a kid in terms of movies?” And it was “Marty,” the movie, and there’s a line in it, “What do you want to do tonight, Marty?” “I don’t know, Angie. What do you want to do?” It’s the most ordinary exchange between two people, and what do you know from it? That these are lonely people, all said in that one simple little line between the two of them.

It stuck in my head as a kid. I mean, I used to walk around all the time going, “What do you want to do tonight?” “I don’t know, Angie, what do you want to do?” I was just fascinated by that. So if I were to try to make sense out of what compels me or what interests me, it’s that: how do you tell an audience about characters in the simplest possible way that they actually get involved and they understand without just saying, ‘I don’t have a date, and I feel lonely tonight’?

That sort of naturalism was evident even as far back as “Diner.” Was that always meant to be your directorial debut?

No. I worked for three years with Mel Brooks, which was just an extraordinary time, even though the comedy that he did wouldn’t be the comedy that I would necessarily gravitate to. But I could write it, and the collaboration of it was fabulous, and sometimes at lunch, I used to tell diner stories, just talking about the guys. And one day, Mel said to me, “you should write a film about the diner guys.” And once over Christmas, I suddenly sat down and started writing “Diner,” and I just stayed with it through the holiday and it just kind of came out. And if I were to think back and go, “Okay, what is this?” it was basically Marty taking, “What do you want to do tonight?” “I don’t know, Angie. What do you want to do?” That ordinariness is “Diner.” I’m not thinking of “Marty” or Paddy Chayefsky’s work, but that’s what compelled me, and that’s how that came out.

“Diner” came out at the tail end of that wave of ’50s nostalgia that swept through Hollywood in the 1970s. But given its sort of unique unsentimentality, how tough a sell was it to make?

I have to attribute that to Jerry Weintraub, who was interested in it. He had a conversation with MGM and said, “we’re going to make it for this amount of money. It’ll be a cheap little movie.” He was a real showman in that regard. They went okay, and somehow, it wasn’t like, “but we need two stars.” So I was able to put together a cast with Jerry’s support that I thought would work — Mickey Rourke and Ellen Barkin, Kevin Bacon, none of them were known. When I finished it, MGM wasn’t exactly thrilled with the movie, but we somehow survived.

You were vindicated by history, certainly.

Yeah. It was slow going in the beginning, but then the movie sort of started to catch on. So, we had a nice run, and the actors got some real attention, which was great because you could see that they had so much potential.

You did return to Baltimore three more times, with “Tin Men,” “Avalon” and “Liberty Heights.” How have those films either complemented or maybe provided a respite from the rest of the work that you’ve done?

Periodically, an idea would come up to explore, like “Avalon,” which was the idea that jumped into my head one day. When I was a kid, the storyteller was my grandfather, and we would sit around and he would tell us stories. And television came in, and then television became the storyteller. And so it was the beginning of the breakup of the extended family because suddenly the grandfather is not the key person. It’s a bunch of people. And I thought that’s interesting to explore, the breakup of the extended family and how it starts to come apart in America. And that just sort of got under my skin, and I just started writing it. You never know what catches your attention to realize, “I have to write this and see what happens.” And sometimes you get lucky and make a movie, and other times they go, “What? I don’t want to do that.”

Discussing the inspiration that possesses you to make a movie, that shot in “The Natural” where Glenn Close is in the ballpark stands feels like one you could build a whole film around. Do you build your stories at all working backwards from moments like that?

Well, originally in the script, it said that she stood up — that was it. And so you say, “How do we make it a magical moment?” So, I talked to [cinematographer] Caleb Deschanel, and we said, she’ll be back lit. And then, somehow in the conversation, we said, “We’ve got to get a hat so that somehow the light can go through the hat.” So it’s not like some special effects thing. She happened to stand up. The light’s going down in the afternoon, she’s wanting something to happen that’s good. And then he looks up, and he can see that. And that combination of talking with Caleb, talking with the wardrobe about what kind of hat, what time of day, and you work towards that.

I can’t imagine that movie being shot by anyone other than Caleb Deschanel. I feel the same way about watching Allen Daviau’s work on “Avalon” and “Bugsy.” You’ve switched up cinematographers frequently — how do you determine who’s the right collaborator for each project?

In some cases, somebody you want to use is not available. I would’ve liked to have used Caleb again, but he was busy. And that’s where Allen Daviau came into the mix in terms of “Bugsy.” But Caleb was so great to work with. He’s so good — sometimes, I would describe stuff in some half-assed manner, and somehow he was able to interpret what I’m talking about. I never got a chance to work with him again, but his ability and talent for “The Natural” was just extraordinary. Someone criticized [the film], “It’s too this or too that.” And “The Natural” is not supposed to be some totally real movie. I would always say, it’s the way people talk about baseball after the game — it all gets exaggerated. “He was running, and he was literally climbing the wall when he caught the ball.” It’s bigger than life, in a way.

This is a fantasy, this isn’t reality, not in the real sense. You don’t want cartoon performances, but the world that they’re in has this quality to it. And in its day, the movie did well, but we were criticized for romanticizing the time. And you go, “Yeah? That’s the way we think about games in our memory.” And then, of course, certain things happened in real life — with Kurt Gibson, basically injured, coming to bat with the World Series and hitting the home run, and Kurt Schilling with blood on his sock like in “The Natural,” where Roy Hobbs had blood on his [jersey]. But baseball, sometimes it becomes bigger than life, and that’s what the movie was.

Both “The Natural” and “Bugsy” star actors who are significantly older than the characters they’re playing. How much you have developed in your career, a “print the legend” myth-making mentality as a storyteller, and how much are those choices a by-product of the alchemy of what can get made with what person at what moment?

Well, if you take “The Natural,” I can’t remember how old he was supposed to be.

He’s 19 at the very beginning, but Roy is 35 in the main section of the story.

But he was a guy who basically failed, and he finally comes to the majors at what basically what would’ve been the end of his career. So, you go, “I don’t know how old he’s supposed to be, but who cares? Redford looks great, and he’s a good athlete.” So I don’t know how you could do better than that, so you’d say, “We’re not going to worry about how old he supposed to look. And if I were to sit down and say, “Who else could have played Roy Hobbs?” I don’t know who that would be to this day.

“Bugsy” showcases Warren Beatty’s incredible skill as an actor at kind of being constantly distracted — he’s always trying to keep all of these plates spinning. What have you learned over the years about how best to wrangle movie star skill sets to meet the needs of the stories that you want to tell?

Warren, as an actor is terrific and incredibly smart. My feeling is you go with the actor you’re working with, you quickly learn their sensibility, and you say, “I’m not going to change this person. I have to find the way that we can communicate that’s going to serve the film.” You basically want to create an environment that seems free. It’s not — there are limitations — but you don’t want it to feel as if it’s so restricted that they can’t sort of get comfortable in it. It’s not like, “You got to pick this up when you say this line” … then, it becomes mechanical. Because the more comfortable they are, the more the unexpected might come out of someone’s mouth — that all of a sudden the line is said in a way that you go, “Holy God, I never thought of that.”

One of the films where I feel like that comfort that you’re able to create is so palpable is “Rain Man.” In revisiting it, it feels like Tom Cruise maybe had the harder job. How honed were his skills at that time playing this character who needs to be almost reprehensibly unlikable at the beginning of this film, and how much work for you was done by his youth and his earlier success?

I always thought that Tom was overlooked because he had to drive the movie, and sometimes when you drive the movie, the character can get to be boring. So, he said, how do we keep this all alive? And Tom has to react to what Dustin does, and we have to find a way for him not to become one note, because in the beginning, he is an incredibly selfish individual. How do we slowly begin to develop this relationship that this is his brother that he doesn’t really know, and how does he finally begin to develop some compassion for this individual?

A lot of it happened with these improvisational sequences that we did, and Tom was up for that. Like the underwear scene in the car. I said to him one day, “I think we have to show that he’s at least doing something for Raymond.” And he said, “Like, what?” I said, “Well, he gives him fresh underwear.” And Dustin doesn’t wear the underwear because it’s not from Kmart, and then that gets to be an argument, et cetera frustrating him. But we’re seeing that Tom’s character is beginning to at least pay attention to him and to his care, so rather than being a scene where you’re talking about that, he’s talking about underwear, but it’s the first step of beginning to care about his brother.

And that scene was basically just made up in the car. And he was up for that challenge all through the movie. We would talk about scenes, and we would throw things in and his character began to shine. And it’s a tough role because if not handled correctly, it can become tedious or boring. We had to find a way to be engaging and then realize he’s in over his head and he’s trying to help and doesn’t quite know how to handle this.

When I look up the work that you’ve done, there’s a list of all these projects that went unrealized or got made by other people. I read that you evidently at some point were working on a Super Mario Bros. movie?

Well, I don’t know that I was ever involved in Super Mario Bros. I’ve never heard of that.

Over the years, what attracts you to a project, and how tough is it to leave something behind or give it to somebody else?

There’s some projects that you get involved in that just can’t get made — timing is wrong or whatever happens, which is part of the business. You wanted to do this, and then there was money problems, et cetera. Or there were certain demands that were made that you felt like wouldn’t help the project that you have to step away from. There are a lot of obstacles in this business, and you just have to navigate it as best you can. It’s frustrating. But you have to understand this is the business, so you shouldn’t be actually shocked. There are these disappointments that come along, and it’s just part of it, and you’ve got to deal with it.

But there are the moments when you say, “Look, I’ve been able to do a lot of stories that interested me, and I was able to work with a lot of actors that I had a great, great working relationship with.” And you go, how much better can you do than that? The downside is the downside. But that comes with the territory.

This interview has been edited and condensed for clarity.