Elaine May and Walter Matthau in A New Leaf . Photo courtesy of Paramount Pictures/Photofest.

Two bright young comedians emerge on the Broadway scene, with a fresh act and brand of humor. Dropping out of their act with their fame still on the rise, it was not long before Hollywood came calling. One of these comedians directed over fifteen features, and racked up countless awards, prestige, and acclaim. The other was Elaine May, and she has directed only four films. Until recently (and even now), her films were hard to find, a sad gap in film comedy. Her term as filmmaker was one spent suffering constant battles with studios, moneymen, and critics. Eventually, after the public debacle of her fourth feature, Ishtar (1987), she decided to hang up her director’s cap. One gets the impression she may be more at ease with this than we are; she was never a fan of spotlight. As she herself has said, “Miss May does not exist.”

New York’s Film Forum is working to rectify this error with its upcoming complete retrospective of her directorial work. Do not be mistaken into thinking that May is getting some kind of Me Too resurgence, though. Her films do not rest easy there; they are much more complicated. They all feature male protagonists and exist in the gritty world of men. Often, hers is a female lens observing how male characters see the women in their lives. Women are a thing to be conquered or married, and in Mikey and Nicky (1976), women hardly exist at all.

She works beyond genders and presents the audience with an iconoclastic vision of mediocre individuals often unaware of the harm they can do to others, primarily because they are too preoccupied with themselves. She is an idiosyncratic perfectionist who finds herself perfectly comfortable investigating the darker moments of human behavior, seemingly without judgement—Elaine May discovers a situation and films what develops.

I say her perfectionism is idiosyncratic because this is an entirely different kind of cinema than Jacques Tati or Stanley Kubrick made—with precise timing and everything ironed out to a “T.” These men pulled out all the stops in order to capture their vision. May is more of an explorer—searching after some comedic truth based upon the structured elements of the piece. Her films are much more meandering, have less gloss. In the honeymoon travel montage that begins The Heartbreak Kid (1972), barely matching aerial footage, seemingly filmed off the cuff, is cobbled together and set to music. Polish interests May none, she is concerned with what is happening inside the car as the newlyweds travel to their Miami honeymoon. These superfluous frames simply get us there. Inside the automobile, May lets her compositions play out, often in extended two-shots. The audience can see the characters interacting and reacting—discovering each other and themselves. Witnessing Lenny (Charles Grodin) truly begin to discover how he feels about his newly wedded wife Lila (Jeannie Berlin), that is what is essential.

It takes time, comfort, and trust to build a dynamic in which the performers and director can communicate such specific emotions and plot motivations in simple, un-manipulated two-shots. Which, in Hollywood terms, means: money, money, and more money. It is no wonder than that May’s arrival on the scene was immediately marked with troubles. It is unfortunately no surprise that studio executives would hire a star player of improvisational comedy and then balk at the notion that she might bring her improvisational techniques (the very thing that led to her discovery, and this opportunity) to the filmmaking. Some of these filmmaking peccadillos are legendary and perhaps avoidably wasteful, such as leaving the camera running after John Cassavetes and Peter Falk left the set of her third film Mikey and Nicky because “they might come back.” Even Kubrick might have had trouble getting away with that one.

That anecdote on Mikey and Nicky is hardly the greatest tale of her trials and tribulations with the studios. Mikey and Nicky was a step outside of May’s comfort zone; whereas her previous films had been comedies, she now returned with a dark, dramatic crime picture, budgeted at $1.8 million. Production delays and budget overruns were endemic, and the film came in at a cost of $4.3 million and well over schedule. As the cost overruns were growing alongside the schedule, Paramount, who was financing the picture, fired Elaine May.

Rather than stomp off, as had many a director before her, May instead held two reels of negative hostage until Paramount relented, and allowed her to finish the picture.

If this was not the nadir of May’s filmmaking career, it was certainly its turning point. Studios were tiring of her antics. While clearly her relationship with the studios tended towards the antagonistic (my way or you go away), film critic Alexandra Heller-Nicholas finds that it “is difficult not to see the downward spiral of May’s reputation as director being the result of some kind of inherent, widespread bias against women filmmakers. Her reputation was tainted by unrelenting, jokey accusations of her being a woman out of control, unable to contain herself, resistant to an industrial logic long deemed the terrain of men and the masculine.”

Which has a ring of truth to it. Hollywood loves its arrogant perfectionists, raising hell for their art. We talk in reverence over the fact that David Fincher needed ninety-nine takes to get one shot of The Social Network right. Writer Saul Austerlitz has put it bluntly: “One wonders if May might have worked more had she been a young male wunderkind and not a middle-aged woman.”

Facts being facts, if Mikey and Nicky, upon its eventual December 1976 release, lit the box office on fire, it might have been a different future for May, gender be damned. Instead, it failed, derailing her film career. Like Orson Welles before her, she had tested the studio beyond its patience. Except Welles lost control of The Magnificent Ambersons and May did not. She finished her film, her way. It took only four years before Welles returned to the director’s chair after Ambersons, while May would have to wait a decade.

It was actually her old partner, Mike Nichols, who was declared “the next Orson Welles,” by film critics of the time, not Elaine May. While Nichols’ debut Who’s Afraid of Virginia Woolf? (1966) was being lauded, May was having 80 minutes shorn from hers, 1971’s A New Leaf (which again, if one thinks about Orson’s career after the big bang that was Citizen Kane, is much more in line with May; two cinematic searchers). The film follows Walter Matthau as a bachelor gone bankrupt, whose only chance at solvency is courting and wedding a wealthy young woman (May herself). He does so in the film’s first half, and then they set off on their honeymoon, in which Matthau begins to contemplate murdering his bride to have done with her. The film is as meandering, twisty, and journeying as it sounds in its 128-minute release version; May originally submitted a three-hour cut to Paramount.

The differences of May and Nichols are immediately apparent in their first features. They both made their cinematic bows with dark takes of human behavior and relationships, exploring how people feel about themselves and treat each other. Nichols’ film is precise and powerful—it knows its answers before the film begins, and the film is its explanation. May’s, on the other hand, keeps asking questions, and then lets the situations play out, constantly seeking.

Dustin Hoffman and Warren Beatty in Ishtar . Photo courtesy of Columbia Pictures/Photofest.

Which was not far from how their stage-act went. Elaine May was perfectly OK with not knowing the over-all structure her improv would take, while Nichols would need to know where a scene was going and its ultimate point. She has said of cultivating her improv work with Nichols: “It's nothing more than quickly creating a situation between two people and throwing up some kind of problem for one of them.”

A New Leaf presents us with Henry Graham (Matthau) in close up, sweating and worried, the beeps of what sounds like an EKG emanate in the background. After a few moments, it is revealed that we are not in a hospital, but rather a car garage. Mechanics fix Henry’s car. He will never again be this emotional for the rest of the picture as he was for this object. The audience, through this introduction, now knows who Henry is, as well as the vein of comedy May will be working in. “I have no skills,” Henry says, “no resources, no ambitions. All I am, or was, was rich.” More importantly, May has posed her question by presenting a thoroughly dislikeable affluent man (his banker tells him, “I dislike you so much”) who has gone bankrupt and needs to correct this error. He decides upon marrying up. In the world of May’s misfits and oddballs, the idea of romantic union is a transaction, or at best, a quest, a journey. It is not a destination. Simply look at the devastating closing shot of Lenny in The Heartbreak Kid for that clear illustration.

May’s films are all journeys, actually, and they all commence in Manhattan. A New Leaf begins there, leading us through courtship, marriage and honeymoon before ending in cold-water rapids. The Heartbreak Kid travels to Miami before taking a curveball turn to the cold landscapes of Minnesota. Ishtar takes its bumbling nightclub performers (played by Warren Beatty and Dustin Hoffman) out of the city and to Morocco. By contrast, Mikey and Nicky is a claustrophobic, insular tale of the soul that never leaves New York, and presents its streets as un-travelable and dangerous.

If Elaine May’s strengths were in the journeys and the investigations of behavior, this might explain why the follow-up to her debut, The Heartbreak Kid, was such a success. She had the backbone of the piece handed to her—a Neil Simon screenplay. This left May to explore and tinker in the human foibles of the characters, while always being able to rely on Simon’s words and scenes to keep the ship on course for her to steer it towards its conclusion.

Ishtar, her final feature, is her most ambitious journey. Chuck and Lyle (Hoffman and Beatty) are unsuccessful New York songwriters who are offered a gig as lounge singers at a Moroccan hotel. This comedic setup leads to adventure and intrigue, with the two meeting a woman in danger as well as a CIA man who wants to employ the boys. Through these acts of comedic heroism, Chuck and Lyle wind up with an album and a concert tour. Not too bad for two city boys searching for a big break they did not even really deserve.

May herself is simply a searcher; perhaps an explorer born too far ahead of the equipment required for her success. In the age of mumblecore and digital filmmaking, the idea of keeping the camera running and searching for, if not truth, then at least comedy, is common. After all, there is no film being burnt. Celluloid had a price that made Elaine May seem much more extravagant that she would seem now, shooting on the RED.

Seen in that light, keeping the camera running in case Falk or Cassavetes stepped back in through the door, while still eccentric, seems less like arrogant money-burning. Because maybe one of them would have come through the door. And maybe there would have been magic and truth—perhaps that would be a shot we would all be talking about today, like the powerful moment Nicky shares with a prostitute, the two in the dark foreground, while Mikey, lit, stands in the background.

Comedy in and of the moment were essential to May. Her films fit well with the current generation of do-it-yourself filmmakers fixated on human behavior over polish and artifice—from Andrew Bujalski to the brothers Duplass and Safdie. In A New Leaf, she mounts the camera in a stationary wide two-shot and, acting with Walter Matthau, attempts to put on a dress. It sounds like a simple, throwaway scene, but in May’s hands, she lets the gag play out, much as she might on stage. It is not flashy; she has just set up a dilemma. “You have your head through the arm hole,” Matthau says, more than once, each time funnier than the last. May was not dissuaded by running time and pacing, believing instead, as a lot of today’s indie filmmakers seem, to trust in the moment and let the camera serve the characters.

This set back, observational, flat technique is often preferred by May. In the pivotal dinner scene of The Heartbreak Kid, where Lenny courts Kelly (Cybill Shepherd), she frames the dinner table perfectly…for Kelly’s family. Half of the fun of the scene is watching Lenny force his face in between perfectly composed two-shots in an attempt to worm his way into the family.

This method of shooting caused May grief, and not just due to the amount of film that she would burn. On Ishtar, she often clashed with cinematographer Vittorio Storaro. He wanted the best composition while she cared only about placing the camera to the ultimate comedic effect. It might not always be beautiful, but it should always be funny. And, if possible, true.

All of this has lead towards an appreciation of May’s work by a new generation whilst being reappraised by the old. While Hollywood has gone gangbusters with its superhero and epic pictures (what studios likely wanted Ishtar to be), the independents, faced with tiny budgets, but amazing new technology, are more than ever embracing their limitations and searching for truths with small casts and tighter spaces. It is here they can learn from May. In her four comedic and tragic adventures, she embraced characters that could not and would not change. Her films are not about capturing the best light, but about the best quirk of character—the moment where comedy and truth meet.

Elaine May is running January 22 - February 12, 2019 at the Film Forum in New York.