Last Action Hero is one of the most confounding movies of all time. On paper, it should work. A genre-bending, fourth-wall-breaking parody of Arnold Schwarzenegger films starring the man himself seemed like a sure-fire blockbuster, arriving at the height of the actor’s popularity in the early ’90s.

Yet, when the film was released on June 18, 1993, it bombed at the box office and became an immediate punching bag for critics. The backlash was so intense that then-President Bill Clinton became apologist in chief, stating, “I don’t understand why the critics were so hard on this movie. I liked it myself.”

In honor of the 25th anniversary of the flop turned cult classic, Yahoo Entertainment sat down with the two men who dreamed up the film in the first place, Adam Leff and Zak Penn. During our 90-minute conversation, the screenwriters didn’t hold back on what frustrated them about making the movie, and the movie itself.

A movie poster for Last Action Hero billed the movie as “The Big Ticket for ’93.” It would be an instant box-office failure. (Photo: Columbia Pictures/courtesy Everett Collection)

In 1991, Adam Leff and Zak Penn were freshly graduated from Wesleyan University. They moved to Los Angeles and began working on their script for Extremely Violent, the initial title for Last Action Hero. Before he was named Jack Slater, their action hero went by Arno Slater, a not-too-subtle play on the reigning movie king, Arnold Schwarzenegger.

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Zak Penn: I guess [we were writing] a hybrid of action and parody. I think we spent a lot of time debating genres and what genre everything was. I spent a good month figuring out what genre it was. We really took it seriously. … We rented a good 40 to 50 movies and watched them through and just really immersed ourselves in the genre.

Adam Leff: We watched Die Hard and Lethal Weapon and all the classics, but you were inundated with action movies in those days, in a way you’re really not now. So it was all around you.

Penn: We made up these question-and-answer sheets that said, “Who’s the second-most evil bad guy, and does he die last scene?” and “When does it become personal?” and “What’s his weapon of choice?” and whatever. One of the things I remember being very funny was we watched all the Steven Seagal movies, and in one of them we got to the end, we realized he was wrong, like the whole movie, he’d been wrong about who he was accusing. So technically everyone he had killed and beaten up was innocent, and he was the villain in his own movie.

Leff and Penn sent their scripts to a few different agencies, hoping to gain some notice. Chris Moore at InterTalent Agency read it, loved it, and sold it.

Leff: It all happened in one week. We went from being script readers to selling our first script in the course of seven days. And I think that was pretty fast, even for back then. We got an agent, Chris Moore, and then he partnered with Tom Strickler, and then we met with them once and then the next thing we knew, you know, they were taking the script out and we had two studios bidding for it. When we got that phone call —

Penn: — Getting the phone call about the bidding and just realizing, “Holy crap. We have money. … I don’t have to take out this lady’s garbage anymore or read any of these terrible scripts.”

Leff: I remember that phone call on that day very well too. I think we were literally jumping off the floor and hitting the ceiling. It was very exciting.

The two studios bidding for Leff and Penn’s script were Columbia Pictures and TriStar Pictures, both divisions of the Sony Pictures.

Leff: The unfortunate part was it was all Sony. Bidding against themselves.

Penn: We thought we had sold it for $350,000, and it ended up being $100,000. When Arnold signed on, they redid our deal. Right off the bat, highs and lows. You know, like, incredible high and then, “OK, we sold it, but for a third of what we told you, and you’re fired. By the way.”

Leff: That came a little later.

Arnold Schwarzenegger as Jack Slater in Last Action Hero. (Photo: Columbia Pictures/courtesy Everett Collection) More

Before Leff and Penn were “fired,” they say they had a meeting with Arnold Schwarzenegger, the brass of Columbia Pictures (including chairman Mark Canton and head of production Michael Nathanson), and the first writer hired to replace them, Lethal Weapon scribe Shane Black. However, they felt the meeting was only done as a courtesy.

Penn: We didn’t even get in the [Writers Guild of America] on Last Action Hero because we were never paid for a rewrite. [Columbia] acquired the script and then never hired us for a rewrite.

Leff: It was discussed that we would do a rewrite. We were at a meeting with Arnold, Shane Black, Mark Canton, and Michael Nathanson, and all the Columbia brass. … In this meeting with Arnold, where we meet him for the first time, they are discussing the script. So we think, “OK, great we’re here to break out, you know, some ideas, see where there’s weak spots.” And Arnold says, “I liked the first 42 pages. Then it gets a little flat.” And we’re like, “Yep. Totally agree. First 42 pages. Great.”

Penn: We were told that, “Yes, Shane is going to come in. He’s going to supervise you.” And then we went to dinner with Shane. He said, “This is always going to be your script.” And then at some hazy point we were just fired.

Leff: Our agents told us just shut up and agree [at the meeting]. Which was good advice, and we did, and we got fired anyway, somehow. It was never clear that we got fired.

Penn: Subsequently, I realized there was never any intention to have us do a rewrite because it wasn’t in our deal. That’s very strange to buy a spec script and not have a rewrite as part of it. I think because things were moving so quickly it was just, “Get rid of these guys. Bring in Shane. He’ll deal with it.”

Leff: It seems really hard to believe now in 2018, but Arnold Schwarzenegger was the largest box-office star in the world right then. Here, they had him on a hook with a script, that he wanted to do by these two nobody kids, and they’ve got Shane Black interested in doing the rewrite. You know, “Just get rid of the kids, get Shane in a room, get him to do the rewrite, and let’s get Arnold on a stage,” you know? So that was kind of what they were thinking. Which I get.

Black and his friend David Arnott were hired to rework the script. Eventually they would receive the writing credit. The Writers Guild decided to give Leff and Penn a “story by” credit. Meanwhile, Die Hard and Predator director John McTiernan signed on to direct the film. Leff and Penn were excited but wondered if he was the right fit.

Leff: We were like, “Holy s***, this guy is the best.” I mean, we weren’t sure that he was going to know how to do the comedy of it but kind of figured he would. We were in no way disappointed. The guy was definitely top of the list of best action directors we could think of.

Penn: When we originally wrote it, we were thinking [Steven] Spielberg, [Robert] Zemeckis — Amblin was the idea we were going for. But that said, McTiernan had directed a number of really good movies, and they’re not all the same. Die Hard is a very different movie than Hunt for Red October. ... But we were just like, “They’re making our movie! This is amazing!” We weren’t sitting there saying, “They didn’t get a good enough director.” … We were kind of in awe that it was actually happening.

While Leff and Penn admired McTiernan’s work, he didn’t respond in kind. In comments given to the New York Times in May 1993, he said their first draft “wasn’t very good” and that it “didn’t have a spark.”

Penn: I’ve been doing this a long time. [Penn’s subsequent credits would include X-Men 2, The Incredible Hulk, The Avengers, and this year’s Ready Player One.] There’s no need to insult somebody’s script. I mean, talk about punching down. You know, we were we were at the bottom…

Leff: The bottom of the food chain.

Penn: Right. I mean the easier thing to say would have been, “Wow such a great idea” and, you know, “A lot of wonderful moments.”

Leff: And “We’re going to go another direction for the second act.”

Penn: “Not there yet. These guys are just started and God bless them.”

Leff: Not that John McTiernan needs me to come to his defense, because he clearly doesn’t, but the second half of our script as we originally conceived it was pretty bloody and pretty violent and pretty dark because the whole premise as we originally saw it was pretty dark.

Danny (Austin O’Brien) trying to encourage Slater (Arnold Schwarzenegger) to curse in Last Action Hero. (Photo: Columbia Pictures/courtesy Everett Collection) More

While Leff mostly stayed away from the set, Penn asked for and received a part. McTiernan’s lack of generosity to Penn as a writer extended to Penn as an actor.

Penn: I can’t even believe they agreed to give me a part in the movie. I mean, I wouldn’t ask for that now in a deal. But I was like, “I want to get my SAG card,” and they said, “OK, you can have a small part.” I think my character’s name was like Grimmett or something. … I went in every day. I’d get there at 6 a.m. It’s embarrassing. I got there at 6 a.m., that was the call time, and I would sit there and get into costume and then sit at a desk. It was probably six days in that [cast member Colleen Camp] pointed out to me, “The camera is pointed that way, you’re not in the frame.” … After I found that out. I stopped acting very hard. But I had fun. I mean I had fun on the set. I learned a lot.

Black and Arnott’s rewrite helped convince McTiernan to come aboard the movie, but he was dissatisfied with the third act. Schwarzenegger didn’t like the ending either, and so Columbia decided to look elsewhere for help on the script.

Penn, however, wasn’t immediately aware that Black had been fired, and he says that played a part in their falling out.

Penn: First of all you have to keep in mind … we were a year and a half out of college, so we didn’t really know how things worked. I think we both felt like, “OK, we came up with this story, we created it — people are to want to get our opinion.” I mean now it seems so silly now to say that when you see how Hollywood works. You understand that people don’t care about anyone’s opinion. It doesn’t matter who you are, you could be a great author, they don’t care about your opinion.

[Shane] did try to keep us involved. To his credit. He did send us pages and stuff. We were fairly critical of some of them, although we liked some of them too. I think some of the worst stuff came later. I would call Shane. I didn’t know who else to call. And I would call him asking, “When are we starting shooting? Like, Are you going to go the first day,” whatever. I didn’t realize Shane had already been fired himself at that point.

So I think when I called Shane and said, “When is… where are they shooting the first day?” He said something to the effect of, “Why the eff do you want to go to set? This isn’t your movie anymore.” I was like, “What did you say?” I think I hung up on him or I said something nasty back to him. And you just have to keep in mind, from my point of view, I was like, I thought, “Oh this guy is our friend and he’s here to help us.” Which he wasn’t, and he wasn’t even on the movie anymore. At that point. So, I’m sure his attitude was leave me alone.

Schwarzenegger reportedly told Columbia if they hired Butch Cassidy and the Sundance Kid and The Princess Bride writer William Goldman to rework the script, he’d be their star; $1 million later, Goldman agreed to give it an uncredited polish.

Penn: What I remember distinctly hearing was that he was working on Danny’s character. This could be total hearsay, so don’t hold me to this, but I remember reading the draft and seeing that there was a new starred page when he operates the crane. It said, “In this moment, as he operates the crane, Danny goes from being a boy to a man.”

[Editor’s note: Leff said that line in unison with Penn.]

Penn: I think I remember saying to Adam, “We’ve been doing this wrong.” If that’s all you have to do, we should have written, “And now the movie kicks into a higher gear that makes it great. By page 50, you’re going to love this.” I just remember thinking, “I can’t believe that counts as a rewrite. I also can’t believe that the great moment for our kid is operating a crane.” That was something that just seemed shocking to me that, “Oh yeah, I’ve always wanted to get into an action movie so I could operate a crane.”

Leff: I have [had social interactions with Goldman] since. Very nice fellow. We’ve had some laughs about the movie and some of the things that went wrong. I think he also came away from it with some battle scars.

Yet, even the award-winning talents of Goldman couldn’t satisfy the team in charge. What followed was a parade of highly respected script doctors and at least one beloved space princess.

Leff: There were seven writers on the project, by the end.

Penn: I think maybe even more.

Leff: It was this giant commercial juggernaut with the biggest box-office star in the world, and they, you know, they were just throwing money at writers. The biggest, highest-paid writers of the time. Bill Goldman, [Highlander writer] Larry Ferguson…

Penn: Carrie Fisher.

Leff: Did Carrie Fisher do a pass?

Penn: Yes, Carrie Fisher did a pass. … I did have an exchange with her once, and she laughed. [She said], “I don’t know why they paid me or what I did, but I did it.’ So. But who knows if it even made it in. Who knows? … By the way, I still have no idea who wrote what in the movie.

Leff: They said Larry Ferguson did the third act.

Penn: Possible.

The Hamlet sequence of Last Action Hero is the only substantial scene to survive from Adam Leff and Zak Penn’s original script. (Photo: Columbia Pictures/courtesy Everett Collection) More

‘Who’s running this show? How did this happen?’

The final project was a Frankenstein’s monster of a script, assembled from different parts from different scripts from different writers with different visions.

Penn: I remember talking about Commando as being a model of the movie we were making fun of and that Arnold’s character [would be] an idiot — he’s kind of naive and that’s partly what made the dynamic work. The kid understood everything, and he didn’t. And [Shane Black], who is a wonderful writer, is famous for writing the opposite type of character. You know, someone who’s world-weary and cynical and knows everything. And that’s kind of what the characters shifted into, which is no longer parodic. Now his character was as real as the kid’s character was in the real world, and that, I think, skewed things.

Leff: I think the final product is kind of a mix, right? He’s a little bit two-dimensional, you know, an action cardboard figure, but he is also Shane’s witty, world-weary detective. It’s a weird mix. … It was [intended to be] about a 16-, 15-year-old kid who’s miserable in school and disillusioned, has a single mom, and he goes to the movies for escape and he goes to the movies to feel empowered. And Arnold is the guy who gives him that power.

I mean Danny, for instance… in my mind he was always like Keith Gordon from Christine, maybe a slightly younger Keith Gordon, but that’s what we were going for. Angry young man, alienated young kid, awkward.

Penn: Edward Furlong in T2.

Leff: Yeah. Not quite as good-looking. A slightly more sci-fi oriented kind of kid with some anger issues. If you take that, you know, it’s not really a Robert Prosky, golden ticket kind of movie. … There was the worldliness of a Shane Black action detective movie layered on top of this really cheesy Disney film, and the soufflé collapsed.

Penn and Leff each named their specific issues with the final product. For Penn, it was the opening sequence in which Ripper (Tom Noonan) throws Slater’s kid off a roof.

Penn: Our opening sequence was this crazy chase through the Beverly Center, with [Slater] saving a kid with one hand and shooting a guy with another and doing something really silly and unrealistic. But… Oh no, I have a better idea. A horrible, frightening-looking burn victim-serial killer from Manhunter ... throws axes at him and then hurls his son off the roof to his death. Which of those sounds like a more fun opening for this movie? And clearly it’s the serial killer.

Leff: I think the thing that I gagged on and still gag on today was the magic ticket, that golden ticket, the magic ticket. That just still kills me. What we had done in the original script is … the kid is sort of getting sucked through the screen.

Penn: Right, there was a tear in the screen.

Leff: There is a tear in the screen, and he’s going up to inspect the tear and he actually kind of gets sucked into the movie, and you never really know exactly what happens. I don’t know, maybe that wasn’t great either, but to me it was better than a magic ticket, which which just makes me sick to this day.

Leff and Penn also objected to the movie’s ending, in which Danny finds himself at the mercy of Ripper and must be saved by Slater.

PENN: Imagine if E.T. was about a kid who just got pushed around and never did anything and didn’t help E.T. at all. That would not be effective. When you’re writing a wish-fulfillment story, someone’s wish needs to be fulfilled.

Leff: His character never goes anywhere in the final version. Where we took his character might not have been the right place, in retrospect, I realize that 25 years later. We went way dark, but they probably could have taken it somewhere.

Penn: In this, you really felt like he’s barely doing anything. I mean he’s meeting a girl who’s too old for him. I don’t know. I mean we could go on for a while. We had a lot of, there’s a lot of head-scratchers. You know, the animated cat obviously being one of them. I remember sitting in that premiere and just thinking, “What’s… why? What’s going on?” I thought, “Who’s running this show? How did this happen?”

But the writers didn’t hate everything.

Leff: There was a pyramid of Rottweilers that was very funny. Shane, I think, put that in. That was really funny. I don’t mean to minimize the rest of the movie, but that comes to mind.

Penn: Our Hamlet sequence made it in intact, so we were very happy with that. I thought some of the Charles Dance [Mr. Benedict] stuff was quite good. And I liked the idea a lot that [Mr. Benedict] goes and gets villains from other movies. It just… I thought it was going to be King Kong and Dracula. I didn’t realize he was going to be Death from The Seventh Seal. But, that idea that the villain would try to escape — that’s a good idea, that the villain is trying to escape from the movie. I think it’s weird, but I like the video store scene … I think there’s a lot of good little moments and good jokes here and there.

Robert Prosky, left, as the kind movie theater projectionist, Nick. In the first draft, the projectionist turns out to be the movie’s primary villain. (Photo: Columbia Pictures/courtesy Everett Collection) More

‘A joyless, soulless machine.’

When Last Action Hero hit theaters on June 18, critics responded to it as poorly as Leff and Penn did. Commercially, it was a disaster and unable to challenge Steven Spielberg’s Jurassic Park, which was in its second week of box-office dominance.

Leff: [joking] We thought we were going to kill them. No. It was obvious that that was poor timing.

Penn: It was insane… I was like, 23, calling up and getting the head of the studio on the phone to complain… When we were kids, every summer there’d be Time and Newsweek with Steven Spielberg on the cover and whatever movie he was coming out with. You just knew. That’s what was going to happen … it’s going to be a big hit.

It just seemed incredibly self-destructive, almost. That’s the only movie they had to avoid that summer.

Leff: I still remember the Variety critic’s review — “a joyless, soulless machine.”

Penn: That was a good review.

The writers didn’t put the full blame of the film’s failure on Arnold Schwarzenegger.

Leff: I think he, as much as anyone, was caught up in what was a giant commercial venture. I don’t think you could really see the forest from the trees. You were inside this thing, and you were just trusting everyone. You were trusting McTiernan, who was trusting Shane, who was trusting his partner, David Arnott. … I don’t think you can ascribe blame to any one person, and definitely not Arnold, who I feel like was just wearing the whole movie on his shoulders.

Penn: He does give a good performance in the movie, weirdly. There’s a number of scenes which are actually really well-acted on his part. I think surprisingly well-acted. I think he’s a great performer, but he doesn’t normally give a full actor’s performance. But I think he did in this movie.

You can’t expect Arnold Schwarzenegger to make sure that the movie doesn’t go off the rails creatively. … I mean, that’s the real thing about Last Action Hero — I found it very hard to watch. There’s lots of good moments, but it really doesn’t hold together.

While Last Action Hero might have been a flop, it was still a wonderful moment for the careers of Zak Penn and Adam Leff. The attention they received helped sell another script, PCU. Their first movie would be taken away from them and, depending on whom you ask, ruined. Their partnership wouldn’t last. But still, they look back on those days fondly.

Leff: Two guys writing out of Zak’s bedroom. Drinking Diet Cokes and writing in the morning, playing tennis in the afternoon. Writing a script for Arnold Schwarzenegger, and it gets made by Arnold Schwarzenegger. It was insane. And yeah you know, gave us careers and it’s incredible luck. So obviously we’re grateful for that. Despite all this carping.

Penn: It was fun to write. Writing is not normally fun, either. I mean, it’s usually a pain in the butt. And that was fun to write.

Leff: [joking] Last Action Hero 2 is in the works.

Penn: I did not know that.

Leff: [joking] I think it’s a sequel that we should think about. I think we should get the team back together. … Let’s make some calls, get this going.

This interview has been edited and condensed for clarity.

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