For his second feature, director William Friedkin tries another musical comedy, this one about the waning days of burlesque. He should have known better, but given the circumstances, I understand.

In his autobiography, The Friedkin Connection, Friedkin reveals how, post Good Times, he feared another flop would end his career. Thus, he passed on a lot of material. This led to concerns from his agents at William Morris. “You’re only a film director if you’re making films,” they cautioned.

Enter Bud Yorkin. Friedkin met Yorkin through Dave Wolper, a documentary producer and Friedkin’s former employer. Yorkin and Friedkin hit it off and became instant friends.

Yorkin, along with partner Norman Lear, had dominated television variety shows and sitcoms. Now they were branching into movies. They had a two-picture deal with United Artists studio head David Picker. Yorkin was going to France to direct one (Start the Revolution Without Me) and proposed Friedkin direct the other (Minsky’s) in New York.

Wrote Friedkin, “Forget for the moment that I knew nothing about burlesque in the 1920s, or how to direct a musical comedy. Forget that I had only the commercial failure of Good Times. Bud believed in me and convinced David Picker that with Norman producing, I’d bring something original and contemporary to an older subject. I was offered $100,000, which was huge.”¹

Set in 1925, the script sees Rachel Schpitendavel, a young Pennsylvania Amish girl, venture into New York with dreams of becoming a dancer. She chances upon Minksy’s Burlesque theater where she meets Raymond, the straight man in a comedy act with his partner Chick, who plays the clown. Both men fall for her, Raymond in lust, Chick in love, causing friction in their act.

More drama comes via a nebbish vice detective who threatens to shut down the theater. Raymond hatches a plan to use Rachael to embarrass the vice detective, but Rachael and underworld boss Trim Houlihan complicate matters.

It’s all meant as a love letter to the waning days of burlesque in New York’s Lower East Side, proffering both a behind-the-scenes view of the backstage drama, and the audience’s view of the acts.

Trouble is, burlesque seems as alien to Friedkin as it would to any thirty-three-year-old in 1968. His documentary-like approach—realistic lighting, candid audience reaction shots, natural performances—grants ample verisimilitude but betrays the acts’ illusions. Being so close to the performers, we see the route memorization behind the proffered inspiration. The tired eyes and worn bodies beneath the makeup and costumes. Burlesque never looked so unappealing.

Though his approach doesn’t work, I understand Friedkin’s rationale. He’s compensating for a script that trades on a non-existent nostalgia, assuming the viewer’s familiarity and love for burlesque. Take the burlesque scenes out, and you’re left with four underwritten characters with suspect motivations and no clear protagonist.

The casting doesn’t help and proved the first red flag. Friedkin and Lear’s first choice for Raymond was Tony Curtis. He agreed but asked for rewrites to beef up the material. “You gotta tell Norman to put some meat on the bones,” Curtis said.²

After the rewrites and three weeks before Lear and Friedkin were to leave for New York to prep the film, Curtis dropped out to make The Boston Strangler instead. They turned to Alan Alda, who agreed but couldn’t escape a Broadway commitment. Thus, the part went to Jason Robards, with Britt Ekland playing Rachael.

Though Robards’ resemblance to Humphrey Bogart shines, he and Ekland have no chemistry. In one scene, they stare into each other’s eyes in a costume shop, while Chick haggles over the price of a prop snake. The scene conveys no sense of mutual attraction. She falls for him because the script says she must, and when Robards reconsiders using her we’re supposed to root for him. Never mind said change only happens after he sleeps with her and betrays Chick, his friend and partner.

Ekland’s character proves no more endearing. After Robards, she gravitates to Trim, played by Forrest Tucker. Tucker proves better cast, and his character dresses her up in furs before her father shows up and demands she return home. In response, she struts out on stage and performs a strip-tease. One could spin this as a story of female empowerment, but Ekland’s naïve performance robs her character of any calculated agency. The uneven tone leaves us wondering if we’re meant to cheer or pity her.

With such a shaky foundation, it’s unsurprising Friedkin floundered. Wrote Friedkin, “There were many problems with it, but the biggest was my own ineptitude. I had researched the period but I didn’t know how to convey the right tone. I was in over my head. The crew sensed this and knew I was in over my head; from first assistant director Burtt Harris, to choreographer Danny Daniels, to director of photography Andy Laszlo. A film crew can be like the sailors on the USS Caine, on the verge of mutiny. If they sense weakness in the captain, plenty of junior officers are ready to step in and take over.”³

After filming wrapped, Friedkin, eager to wash his hands of the affair, turned in his rough cut and left for London to start production on The Birthday Party. Wrote Friedkin, “The final cut of Minsky’s was Norman’s, with assistance from our title designer, Pablo Ferro. Much as I’d like to absolve myself of blame for the film, I see my handiwork all over it, especially in the documentary approach to many of the scenes.”⁴

Indeed, Ferro’s magic trick-like device of morphing seeming archival footage to color current footage lends an immediate sense of authenticity and authority. Unlike Friedkin’s documentary style, this device enhances, rather than detracts from the proceedings.

Still, while the film proves difficult to recommend, it proves a step up from Good Times. Most should still avoid it, but for film students or serious Friedkin fans, it holds value. As an honest failure and semi-aborted project, it still feels like a Friedkin film—just not a good one.