The Conversation is the little picture Francis Ford Coppola made between The Godfather (1972) and The Godfather Part II (1974). By "made," I mean he wrote, produced, and directed this incredible movie that, at least to me, is every bit a masterpiece as the two legendary Best Picture Oscar winners he made the year before and the year after. While it may not be a "perfect film," and it may not be a pure character study, I consider this the greatest "character-forward picture" I've ever seen.

True character studies are films like Robert Bresson's Diary of a Country Priest (1951), Chantal Akerman's Jeanne Dielman, 23 quai du Commerce, 1080 Bruxelles (1975), or Martin Scorsese's Raging Bull (1980). These are movies that spend their time observing the daily routines, preoccupations, and internal struggles of their protagonist, with everything seen from that character's point of view. Some kind of story still propels the action forward in these studies, but the narrative is secondary to the single character we learn about. The Conversation is a character study, but it's also a mystery that fits squarely in the category of paranoid thrillers of the 1970s. The closest equivalent to The Conversation I can think of is Martin Ritt's 1965 adaptation of the John le Carré novel The Spy Who Came In from the Cold. That film is a densely plotted British espionage thriller, but you come out of the picture thinking about Richard Burton's depiction of the lonely, washed-up, bloated alcoholic whom MI6 believes can be useful to them. Like The Conversation, it's a character study with an enigmatic narrative that explores a unique subculture.

Gene Hackman stars as Harry Caul, a surveillance expert who is considered, by those few in the know, to be the best in this rather shadowy business. The Conversation never deviates from the point of view of Harry, its main character. We only know the events of the story through the protagonist's eyes, and since he starts out deliberately trying to keep himself unaware of whatever plot he's become involved in, we only have this rather unattractive, unlovable man to follow. But what he's doing is so interesting it hooks us, and soon he becomes fascinating, too.

A mysterious company has hired Harry to record the conversation of a young couple as they stroll around San Francisco's Union Square during the lunch hour. It's a difficult task. Harry's marks (played by Cindy Williams and Frederic Forrest) constantly move through the busy park, weaving in and out of dozens of people talking, laughing, eating, and playing music. Harry and his associates use multiple recording techniques, which he then takes back to his warehouse studio and spends days EQ'ing and mixing the individual tracks into one clear composite tape.

Harry Caul is a loner. He has a partner, Stan, played by the peerless John Cazale, and a girlfriend of sorts, Amy, played by the multitalented Teri Garr. But both of these individuals have grown impatient with Harry's secretiveness and unwillingness to share any part of his life or knowledge with them. Harry's paranoia is perhaps understandable. His work has exposed him to the darkest aspects of humanity and shown him how little privacy people in America truly have (even in 1974) compared to what we believe we have. He's haunted by memories of a previous job undertaken before he moved to the West Coast—a job he may have done too well. Since then, he has made it his policy never to become involved in what the people he surveils are saying; he just wants "a nice fat recording." But over the days of work on this latest assignment, he becomes obsessed with the cryptic conversation he's piecing together between the young couple, and he fears that this recording will place them in danger.

Hackman was not excited to play Harry Caul. At the time of shooting, the dynamic character had been nominated for three Academy Awards—twice for Best Supporting Actor, in Bonnie & Clyde (1968) and I Never Sang for My Father (1971), and once for Best Actor in The French Connection (1972). His win for The French Connection had made him an in-demand leading man, and he'd gone on to co-star with Lee Marvin in Michael Ritchie's Prime Cut (1972), with Al Pacino in Jerry Schatzberg's Scarecrow (1973), and had headed up the all-star cast of Irwin Allen's disaster film The Poseidon Adventure (1972).

The volatile actor, now unexpectedly crowned a movie star, did not relish the idea of playing the aloof, neurotic, anal-retentive Harry Caul. The role required Hackman to shave his hairline back in a most unattractive fashion, wear thick, unflattering glasses, cheap off-the-rack brown suits, and encase his torso in the ugliest clear plastic raincoat imaginable, regardless of the weather. Always a tempestuous collaborator in these early days, Hackman clashed with the Coppola, who was also not in the most easy-going stage of his career. The director fired Haskell Wexler, the acclaimed cinematographer of Who's Afraid of Virginia Woolf? In the Heat of the Night, Faces, and The Thomas Crown Affair, after shooting the iconic opening sequence, replacing Wexler with Bill Butler (The Rain People, Drive, He Said). The atmosphere on set was tense from that point on, with everyone feeling a little unsure if what they were making was going to turn out well. But Hackman has since called his performance in The Conversation his finest work. Considering that the great actor also showcased his comedic skills that same year with his extended cameo as the blind man in Mel Brooks' Young Frankenstein, 1972 feels like the year that cemented Hackman's reputation as one of cinema's greatest actors.

Harry's main rival in the surveillance world is William P. "Bernie" Moran. Coppola and casting director Jennifer Shull considered many actors for this key role. They came close to hiring Timothy Carey, the 6’4” character actor best known for playing Private Maurice Ferol, the most cowardly of the three men Kirk Douglas must defend at a court-martial in Stanley Kubrick's anti-war drama Paths of Glory (1957). Carey was known to be a loose cannon, constantly giving his directors a difficult time on set. It's fascinating to think of how intimidating he would be playing opposite the serious and comparatively introverted Hackman. But the actor they went with in the role was Allen Garfield—the perfect choice. Garfield, a member of the Actor's Studio, spent most of his career, before and after The Conversation, playing low-lifes, corrupt politicians, and slimeballs. He brings shades of desperation and opportunistic smugness to the role of the #2 guy in the surveillance racket. Next to Garfield's Bernie Moran, Hackman's Harry Caul looks noble and dignified. After the convention, when Harry and Sal bring Bernie and other "buggers" back to Harry's workshop for a little party, we see how much Harry is an outsider, even among people in his own profession.

When Coppola started working, he dreamed of making pictures like this one—small, personal films with original screenplays. Getting hired to direct The Godfather changed the course of his career, and he was only able to make a handful of movies like this one. He started writing the script for The Conversation in 1960. It came about in much the same way that Billy Wilder was inspired to write his Oscar-winning The Apartment. Wilder had seen David Lean and Noël Coward's Brief Encounter (1945) and thought that the guy who lends Trevor Howard his flat for a rendezvous with Celia Johnson would be a much more interesting protagonist than either of that film's stuffy thwarted romantic leads. Similarly, Coppola wanted to take a typically minor character in a thriller—like an operative who drops off surveillance tapes to the main, central cops or detectives, then exits the story—and focus a film on that guy. Always self-conscious about his physical appearance, Coppola also drew inspiration from his and other film editors' experience spending countless hours hunched over a Moviola viewing and listening to footage of beautiful actresses they'd never met and could never get, fantasizing about their lives.

The Conversation was also partly influenced by a conversation Coppola had with Irvin Kershner, then a teacher at USC, about a surveillance guy Kershner knew named Hal Lipsot. An expert "bugger," Lipsot was later one of the people called in to investigate the 18-minute gap in Nixon's White House tapes. He told Coppola that the best folks in his business all built their own equipment from odd bits of off-the-rack gear that didn't look impressive but did the job much better than equipment specifically designed and marketed for surveillance. This insight inspired The Conversation's indelible surveillance conference sequence, which was shot at an actual conference of this ilk (proving there are trade shows and professional conferences for every profession out there). Filming in this real convention is part of what gives The Conversation its quasi-documentary quality. The movie often feels like it is made up of actual surveillance footage. The opening sequence is shot through long telephoto lenses, mimicking one of the main ways people spy on others, observing them from great distances with high-powered lenses. The final shot and many of the scenes look like they are recorded with a hidden motorized camera that moves left to right and right to left, just like security footage.

These visual details are subtle, as are the metaphorical motifs regarding how Harry Caul is depicted. His last name sounds like a reference to a telephone, which would make sense since he's a wiretapper. But his name is spelled like the term for the membrane that covers a newborn baby's head and face. Like the subconscious idea of a caul, the movie has much translucent imagery. Harry always wears an ugly plastic raincoat when he's outdoors, and his office has walls made of thick plastic behind which we can only make out shapes. Harry is an intentionally anonymous man who talks on pay phones and takes buses as his preferred mode of transport. The only times he's ever fully honest is when he's in confession. The fact that he's a Catholic makes total sense since he seems to be racked with guilt and fearful that some unseen force is watching his every move. Coppola has also pointed out that the confessional is the most ancient form of surveillance.

Perhaps the biggest inspiration for this movie was Michelangelo Antonioni's Palme d'Or winning counterculture mystery thriller Blowup (1966). Antonioni's picture centers on a photographer who discovers a key piece of evidence deep in the background of one of his pictures. The Conversation does much the same thing but with audio. Blowup was a major influence on the New Hollywood filmmakers of the 1970s. But, while is a stylish picture, it never puts style ahead of substance, as Blowup does. Coppola's film is overall a much more accessible, gripping, and satisfying movie.

The film is a masterpiece of screenwriting, acting, editing, and sound editing. Appropriately, it is the film for which the term "Sound Designer" was coined. That credit came about because the supervising film editor, Walter Murch, was not in the union and could not be credited as Sound Editor. He used the titles "re-recordist" and "sound montage" before hitting on the moniker Sound Designer, which perfectly describes his work on this movie. The Conversation is a film about audio as much as it is a film about paranoia. Murch, a USC film school grad student buddy of George Lucas, had co-written the screenplay and edited the sound for Lucas's 1971 debut feature THX-1138. And the year prior to The Conversation, Murch helped Lucas mix the music heard from the various car radios in American Graffiti so that the soundscape of that movie would evoke the feeling of being out on the street on a hot California summer night when everyone is cruising around in their cars with the windows down.

The Conversation was Murch's first job as a film editor (he would go on to be nominated for six Best Film Editing Oscars, in addition to his three for Best Sound Mixing), and this is a film that was made in the editing room. I don't want to take anything away from Coppola's achievements here when he was at this high point in his artistic output. But as someone who rejects the simplistic auteur theory, I can't emphasize Murch's contributions enough. The script was long and unfocused, and Coppola didn't finish shooting it all before he had to go off to start Godfather II. He left Murch to figure out how to finish the movie.

Working with editor Richard Chew (who would go on to cut One Flew Over the Cuckoo's Nest, My Favorite Year, and Risky Business&mdashas well as Star Wars with Paul Hirsch and Marcia Lucas), Murch worked extensively in the cutting room to find the balance between the film's mystery thriller aspects and character study qualities. They would host mini-test screenings for small groups of friends, experimenting with various cuts to determine how to balance the odd mix of genres. During the editing process, the role of Martin Stett, played by Harrison Ford, took on more prominence. Stett is the assistant to Harry's elusive client. When Harry first takes his mixed recording of the conversation to the big corporate office of the client who hired him (a man known as “the Director” played by Robert Duvall), he is only allowed to speak with the Director's assistant. Harry causes a disturbance when he refuses to turn the materials over to this flunky, insisting that he only delivers his masters to the man who has hired him. As Harry leaves, he discovers that the people he was hired to record are employees of the Director's organization. This scene has a profound effect on Harry. He becomes distrustful of his latest employer, concerned for the safety of the two young people who were his targets, and fearful of the Director's assistant, who later turns up at the surveillance convention and calls Harry on his unlisted number.

The Conversation was only Ford's second film. The carpenter-turned-actor had just about given up on acting and gone back to carpentry and selling pot as more stable ways to make a living. He was about to make a big impression in Lucas's American Graffiti shot the year before, but no one, including American Graffiti's producer Coppola, knew how big a hit that film was going to be. Ford's screen presence, even for those who have no idea who he was, is formidable in The Conversation. Though he's never shot in ways that suggest menace, each time we see him, he seems somehow threatening.

One of the most notable things Murch did in terms of the film's narrative structure was to transform an unfinished sequence in which Harry tries to speak with Cindy Williams into a dream sequence. This scene was the last one that Coppola shot, and he was frustrated with the circumstances of the shoot and just stopped production, wrapped the picture, and left for LA to start work on The Godfather Part II. Murch liked the scene, even though it had no resolution. In it, Harry comes face to face with a character he has known, because he's been living with her voice as he pieces together her conversation, but she has no idea who he is. The details Harry shares with her about his childhood are taken directly from Coppola's own youth. Inspired in part by how much fog was encircling the actors on the day the scene was filmed, Murch transformed the scene into a dream Harry has after spending the night with a girl in his workspace. In piecing together this sequence, Murch also altered the motivations the girl has for spending the night with Harry.

It is a fascinating solution to the problem of wanting to preserve a good scene that is lacking footage when you are unable to reshoot. It's also one of the reasons why I don't consider the film a pure character study. As I define that type of movie, we, the audience, are always observing the character; we are never made expressly aware of their thoughts, dreams, or inner monologues. This sequence is also what makes the film part of the cannon of 1970s paranoid thrillers. Movies like All the President's Men, Three Days of the Condor, The Parallax View, Marathon Man, Klute, The Tenant, Night Moves, and The China Syndrome all center on protagonists who discover they have become part of some giant conspiracy, be it one run by the government, a group of criminals, or their neighbors. The '70s was the heyday for this type of cinema because the Vietnam War and the crimes of the Nixon administration caused a new low in American's trust in their government.

The Conversation is an interesting example of this sub-genre because, while the company that hires Harry to record the mysterious conversation is certainly mysterious, we have no way of knowing if Harry is actually being spied on by them or not. Also, most of the films that fall into the category of '70s paranoid thrillers were made after the Watergate story broke. Coppola was ahead of the curve when he wrote this screenplay, at least a couple of years before the covert White House Special Investigations Unit planted surveillance bugs in the Democratic National Committee offices at the Watergate Hotel Complex. Surveillance, wiretapping, and secretly tape-recording conversations were starting to enter the zeitgeist by the late '60s, but none of these activities would come to dominate the news until The Conversation was in production—right around the time the Senate Watergate Committee began its nationally televised hearings. When Coppola came up with the image of Harry Caul bugging a hotel room crouched under the sink in the adjacent bathroom, he had no idea the men the Nixon administration sent to bug the DNC headquarters in the Watergate Hotel were referred to as "Plumbers." He simply thought the image would capture the grubby, undignified, legally questionable nature of Harry's work.

The Conversation is not a "perfect film" because I think Coppola and Murch could have devised a better way to deliver the "twist" at the end. It's not exactly a plot twist, as this is not the film that lives or dies by how the viewer's appreciation of the narrative is turned upside down at the end. But ultimately, Harry's understanding of the events becomes something different from what he thinks once he starts paying attention to the content of his recording. I think there are many better ways this reveal could have been delivered than what the filmmakers came up with. But I don't consider the "twist" any kind of fatal flaw.

Coppola's colleague Brain De Palma, on the other hand, considered the ending of The Conversation a total cheat, claiming that "you can't do" what Coppola and Murch do with Harry's audio recording. It's rich that de Palma would make such a critique since his own Blowup-inspired movie, Blow Out, is nothing but cheats in terms of the way the audio and film technologies he depicts in that movie would actually function. I've always considered Blow Out an extremely enjoyable but rather silly picture, whereas The Conversation is a less entertaining but vastly superior work of art.