Oral Histories Special Features

An Oral History of Last Action Hero: A Crash Course in Hollywood (Part 1)

Movie’s have been breaking the fourth wall since at least the 1920s. Buster Keaton’s timid movie projectionist dreamed about walking through the screen and into his favorite Sherlock Holmes movie in Sherlock Jr. (1924). Woody Allen had Jeff Daniel’s character walk straight off the movie screen and into a fan’s life in The Purple Rose of Cairo (1985).  Then here’s Last Action Hero.

Ah, Last Action Hero.

Zak Penn and Adam Leff, two young twenty-somethings fresh out of Wesleyan University, had an idea to send a kid into a silly action movie starring his favorite actor and use his knowledge of the genre to subvert all the clichés. Their twist was the kid’s dad had just died of cancer, and his way of working through the grief was to watch the ultra-violent action movies of the day starring an Arnold Schwarzenegger type who could never die and thus never leave him. By the end of their script, the action hero convinces the kid movies are no substitute for dealing with your real emotions, encouraging him to return back to the real world and join his mother to visit his father’s grave. In the final scene, the action hero departs the fictional world as well, eager to see what real life has to offer.

The script spread like wildfire in Hollywood. This was a time when violence in action movies was under attack. Arnold Schwarzenegger alone was thought to have killed around 275 people on screen. Here was a script commenting on that in a clever way. More importantly, it was a script that Schwarzenegger, eager to soften his image, wanted to make. Penn and Leff landed the talent agent they wanted, and he sold their script within a week for half a million.

And then everything about their script other than the name of the kid (Danny Madigan), last name of the action hero (Slater), and a scene parodying Hamlet was completely changed. The resulting movie was a box office bomb, foolishly released the week after Jurassic Park. It’s one of the more fascinating stories of how a good idea was made better but then completely ruined by Hollywood hubris, and here is the first part of two-part oral history.


Penn from a 2008 profile

March-June 1991 – Aspiring screenwriters Adam Leff and Zak Penn first met in a film class at Wesleyan University, and after graduating they moved to Los Angeles, finding immediate work as script readers for Quincy Jones. Penn had a screenplay idea for a kind of reverse Purple Rose of Cairo mocking the action genre, and Adam worked with him on it for four months.  The titled it “Extremely Violent,” and called in as many favors as possible to spread it around town.

Adam Leff, co-writer: You went to an action movie [in the early 90s] and there was nothing new under the sun. They were all reaching these baroque, gothic buddy genres, retellings of themselves again and again, and it had therefore reached a humorous level. You knew everything that went on those action pictures, but you enjoyed them anyway.

Zak Penn, co-writer: The Simpsons inspired us. We thought, ‘If this show can destroy genres even as it embraces them, why can’t we do it in live action?’ So, we created the story of this disillusioned kid knocking around New York. His father died and he turned to the movies obviously for his fantasy life and fulfillment of the kind of powerlessness that he feels in New York, being beat up by thugs and what not.

Leff: What if we send this kid in there who knows every turn in the action and says, “Hey, don’t go through the front door, idiot. There’s a back door to these places. Go through there” or “You don’t have to blast 150 people to get the girl back” or “You can’t go check on your old CIA buddy right now because they’re going to kidnap your wife, don’t you know that?’”

Penn: We rented every action movie we could think of and made a checklist. Who is the second-most-evil bad guy? In every one of these action movies, there’s the bad guy, then there’s the second-most-evil bad guy, and one of the little rules is: That guy always dies last. You would think the main bad guy would die last. But no, it’s always the henchman who dies last. We had all these other little rules like “Why is it personal?” and “At what point does it become personal?” “Who’s his partner?” “His friend who betrays him?” It was fun, although watching Steven Seagal movies one after another can be soul-crushing.

Chris Moore, agent: In October 1991, Wendy Rose, an assistant at TriStar-based Jersey Films thought I’d be a good agent for [Penn and Leff]. So I thought, “Sure, I’ll read it.” But you have a ton of other stuff to do as an agent, working through this maze, trying to make my bosses happy. Then Michael Goldman, a trainee at the agency, came running into my office saying, “Listen, this [script] is genius, and it’s starting to happen” and “You got to read this thing because they need your help.” Michael had a way of exaggerating.

Leff: [Moore] was our age, he went to Harvard, he’s supposed to be a really nice guy, likes action films, might be looking for young clients-it all seemed to fit

Moore: Then completely randomly, [after promising to read “Extremely Violent” and never doing it] my lunch canceled on me on a day in which Goldman had again badgered me about reading the script. I was just sitting there. I had nothing to do. So I ordered some food and I sat there and read it. By page forty-five, I loved the movie. Then I got totally nervous; if I had this reaction, I could literally see it going. I cannot wait to sell this movie, and if anybody else was reading it right now, they’d be having that same reaction or they’re stupid.

Leff: Somewhere around our [first lunch meeting with Moore] all of these people called him within a space of five minutes saying, “You’ve got to read this script, it’s hilarious, just came across my desk”…basically no agent in Hollywood is going to take this as coincidence. But it was, I think.

Moore: I saw it as a modern-day Wizard of Oz. The kid has a problem with his family. His father has left and he’s not getting on with his mom. And instead of getting whisked away to Oz, he does what most kids today would want to do, which is to escape into a movie. It’s what I fell in love with when I read the script. When my parents got divorced, or life was hard, I would find myself in a movie theater sitting in the dark, thinking about my life, wondering what I’m supposed to go do, and hoping that one of those guys on the screen would just look out at me for five seconds and say, “Hey, you’re gonna be all right.” When I read the script, that’s what this little kid was. And the script argued, “Listen, movies are just movies, these guys are just heroes, don’t put so much weight into it.”

Penn: Hollywood action movies were serving as a replacement for kid’s anger. This kid’s father died of cancer and there’s this big scene, which I thought was pretty good, where he talks about how he’s always had this anger, and he always wanted to do something to make up for his father’s death. At the point that the Arnold character finally comes around, he says, “Look, there’s nothing you can do about that, that’s just life,” that not every situation requires violence, and for the most part, violence just begets more violence. It doesn’t make you feel better. So at the end of the movie, the kid learns to stop projecting himself into action movies, which is a very cynical and negative thing to say about Hollywood movies.

Moore: Most everybody felt the first sixty to sixty-five pages were really, really good, and then once the kid was in the movie, the rules got a little twisted. [The partners at my agency] had the idea of maybe sending it to Shane Black. At one point, we thought of sending it to Shane and [comedy screenwriter] Pat Profit, who we both represented. It would just be one of those funny things, from the guys who brought you Lethal Weapon and the guy who brought you Hot Shots…


Last Action Hero was picked out of a list of alternate titles Leff and Penn came up with since no one wanted to call it “Extremely Violent”

October 1991 – Once Penn and Leff officially signed with Moore and InterTalent, their script sold to a studio within a week. It had already been passed around town for months. Shane Black had committed to at least produce, possibly even rewrite the script. Plus, the biggest movie star in the world was interested.

Penn: There were a lot of people who didn’t like our cynical take on the action genre. I heard Carolco [the company behind the Rambo movies] hated our script because of that.

Leff: Carolco was going to “kill it,” was the world. At our age, and with our experience in Hollywood, if someone at Carolco’s going to kill your script, it’s killed. I mean, we didn’t know. What this caused was a sort of quick spurt-out of the scripts to about twelve different producers, including Arnold Schwarzenegger’s agent. Who knows, maybe the slap-dash approach helped create heat on the thing that it might not have ordinarily had.

Moore: It was a wonderful chance for a big action star, whoever it is, to be much more heartwarming because he’s partnered with the kid. And not in the way that Kindergarten Cop or Don’t Stop or My Mom Will Shoot were, but where there’s actually a real action movie, such as how Indiana Jones had that little kid in the second movie, where the lead could be tender but still is the action hero.

Arnold Schwarzenegger, Jack Slater: Having a kid come into a movie awakens certain fantasies I had as a kid in Austria, like sitting on a horse with John Wayne.

Penn: We never thought we’d actually get Arnold. We were just two guys sitting in my apartment, thinking maybe someone would read it and get the reference. When we heard he wanted to do it, Adam and I looked at each other like, “This is insane.”

Leff: It was such a crazy long shot, we never believed [Arnold] would really do it. You expected, once it had been bought, maybe this thing could get made with Van Damme and it would still be funny. At that time, Arnold was the biggest box office star in the world. It would have been lunacy to suppose that he would really do it. The stars were in alignment or something because it worked out.

Van Damme Last Action
In the end, they did get Van Damme…to cameo as himself

Penn: We thought it would be made with Dolph Lundgren, you know, mocking Arnold…but really? I mean, we thought that was the realistic thing. Arnold’s character, in our script [which named him Arno Slater], was a parody of the characters he plays!

The competition over the script was so insane that Sony Pictures Entertainment’s two different production arms, Columbia and TriStar, unknowingly bid against each other. Once they figured that out, TriStar backed off, Columbia lowered its overall bid, and the script ultimately sold for $350,000 without Schwarzenegger officially attached yet.

Leff: What finally came out of it for us was a provision in our contract so that if Arnold signed on, Columbia would make good on their original five-hundred grand bid. So when he did sign on we each got a quarter million dollars in the mail.


Shane Black later wrote and directed Iron Man 3, replacing Jon Favreau

January 1992 –Columbia executives, Penn, Leff and Shane Black met with Arnold Schwarzenegger and his agent, and the studio gave Arnold everything he wanted: a $15 million salary, complete veto power over every aspect of production, and the promise to rewrite the script to make his character more three-dimensional and kid-friendly.

Shane Black, writer: I liked the idea [of Last Action Hero]. I liked some of the writing, but I didn’t want to take the assignment to rewrite it.

Moore: Shane had never rewritten anybody before, and he doesn’t want to be rewritten.

David Arnott, co-screenwriter: Shane called me in February and said, “David, they’re really interested in me maybe doing a rewrite on this script, and I don’t really want to do it. But I would love to sort of keep my fingers in it, because there’s something here. Would you be interested?” When I read it, it dawned on me that we really had a chance to make the Wizard of Oz of action movies, the E.T. of action movies. What if an action movie wasn’t about any of the action?

Black: David [who I met at UCLA] is the funniest guy I know, always has the newest jokes.

Arnott: Shane was essentially there to shepherd me, and in all fairness, no one would have hired me without him. I wasn’t anyone that anybody was willing to bank this movie on.

Penn: Shane Black said to us, “I’m gonna help you guys, you’re gonna work with me on it,” et cetera. We had one discussion about it. He did call us again, but basically he didn’t tell us for a month, and then we found out, he had already started rewriting the script. So we were thinking, “Okay, I guess that’s down the drain.” But we tried to be helpful; we actually said to him, “We’re going to bring you all our notes, all our jokes, all our earlier drafts. Anything we can do to help, let us know,” because we just wanted to be involved.

Arnott: We were really writing a movie a movie about a “real-world kid” who’s got no real-world father, meeting up with a “fictitious father” who loses his fictitious son. The two of them find surrogates in each other, but they obviously can’t stay together because they’re from different worlds.

Black: I got the script and knew how I wanted to do it. I felt so bad about what we were going to end up changing. I said to Zak and Adam, “Look, I would like to keep you in the process; I don’t want to keep you out. If you have a suggestion, call me up. I’ll show you the script. You can tell me things you like, or don’t like.”

Penn: For a couple of weeks, Shane let us be involved, but then he started to really resent us even asking questions. The irony is that we’d gone to the MPAA library and read all of Shane’s scripts. We were big fans of his — he was the Elmore Leonard of action movies. So it was this surreal moment of, “We’re parodying this guy, and now he’s rewriting us.”

Black: I should have just said, “Zak, I apologize but now that I’m on the project you’re not going to like what I’m doing. So maybe we should not talk about something that’s just going to prove upsetting to us.”

Arnott: We decided to set act three in the real world. “What if this character starts to realize about what his life really is?” There were so many ways to go it was almost scary. What if the bad guy held New York hostage and wanted $10 million? Well, what does he want money for – he’s fictitious? What if he wants to be real? If you burn a print of a movie do the characters die? Or do you have to burn all the prints? Or go back to where the negative was?

Leff: In our draft, the kid takes up guns inside the movie because of invincibility from the fact that he is actually human while the characters in the movie are celluloid creatures. Therefore, the kid’s actually stronger in their world. It’s Arnold who has to stop him, bring him back, and therefore teach himself a lesson that the cycle of blood and violence and revenge will never end and never solve anything.

Arnott: In Zak and Adam’s script, the villain within the movie turns out to be the projectionist of the theater. We extended that and made the projectionist the devil because whose better soul to steal than these young kids who sneak into R-rated movies and live for the violence? In our ending, Nick tries to goad the kid in shooting him but Jack talks him out of it. Then Nick, the Devil says, “What are you gonna do, kid? Your Jack is dying, you’re not gonna help him?” The kid puts down Jack’s gun and says, “Nick, when I was younger and my dad was around, we used to play cowboys and Indians together. All I ever really needed was this.” And then he clicks his fingers in a fake gun, and he sort of looks at it and there’s a pause. The kid aims his finger at Nick and just says the word “BANG!” and a thick hole blows in him. He goes “BANG!” Another hole. And the kid goes “guh-guh-guh-guh-guh” and all these holes blow in him. Not to sound really corny, but he essentially kills him with his imagination. And we thought, “God, that’s good.”

The only scenes from Penn and Leff’s script to make it into the film unchanged

Penn: While Last Action Hero meant a lot to us, it didn’t take up that much of our time. For our follow-up movie P.C.U., we spent two years writing with all the drafts the studio made us do. So the irony of it was that Shane Black and all these guys tore their hearts and hair out much more over the script itself than we ever did.

Arnott: [The first time we showed them our rewritten version of their script] we wanted them to know the way we were going, thinking, foolishly, that these guys were going to say, “Wow, you guys are great! You’ve taken our script and made it so much better.” I’ll never forget it. They just looked at us. I understand now why a lot of guys who rewrite other people don’t want to meet them. It’s a very uncomfortable moment.

Penn: Think of the first scene [in their draft]. It’s a horrible, scarred serial killer chucking a kid off the roof of the building. It’s not even an exciting action scene. It’s just this awful, horrible scene. In fact, I got a lot of shit from people about it.

Leff: Honestly, you couldn’t tell from the rewrites if this would work or not. “Maybe this will work” was our feeling, and, “Hey, that’s a good idea. Maybe he should come out of the movie earlier and go back into the movie at the end.” But that was a fairly minor slice of our lives at the time. We were on to pitching our next movie [P.C.U.].

Penn: [They shifted the parody of the hero to much more of the Mel Gibson-Bruce Willis] archetype, wisecracking, angry down-on-his-luck cop, which is a pretty enormous change and pretty much pervades every line of Arnold’s dialogue. I think, frankly, that it hurts the movie tremendously, because the whole point of the movie was the counterpoint between the kid who’s smart and like us, and the other character who’s a fantasy character, who’s an idiot, who’s literally one-dimensional. Instead, the Arnold character in the final movie doesn’t seem any less real than the kid’s character. They both have backstories. It’s just that Arnold lives in a separate world.

Black: Zak seemed to think that [David and I] ruined his script, but I was actually quite fond of what we came up with.

Penn: They added mobsters. They took the movie out of the strict action genre and tried to make it a parody of James Bond movies, some of it’s a parody of action movies, and some of it’s a parody of buddy camp noirish movies. It’s pretty astounding to see how badly they screwed it up.

Arnott: Maybe this sounds arrogant, but I think Shane and I made Last Action Hero a much better movie, a much better script, than what Zak and Adam wrote.

Penn: The idea that someone would come to me with their original idea as their first script that’s going to make their name in Hollywood. Then to take that credit from them, even if I did all the work – even if it was all rewritten by me – I don’t think I could live with myself. It would be so easy for them to have just been understanding, appreciative, and helpful, because the truth is, they all made a lot of money off our idea.

Arnott: Here’s what’s frustrating. We got Arnold Schwarzenegger. He signed to do the movie we wrote [not the one Zak and Adam wrote].

Black: Zak and Adam had just finished writing it not long ago, you have to understand. Then I came on and started rewriting. They sold it pretty quick. So that within a month of a sale to have it being changed, you’re not far from the day when you typed “The End” and thought, “There, we’re done, and we’re so proud.” I think they were still very attached to the material. But the drafts exist. If someone wants to read the drafts and decide who was an asshole, they can read their draft, they can read my draft.

Penn: Could you come up with a better crash course in Hollywood? From how we got an agent, and that whole thing, which was a very extreme Hollywood agent story, to the sale, which was an insane roller coaster, which was crazy. To the movie itself, which has gone down in history as an all-time case study.

Leff, Penn, Black and Arnott would eventually go through WGA arbitration to determine credit, and Leff and Penn ended up with “Story By” and Black and Arnott with “Screenplay By.”

Eventually even Black and Arnott were re-written, and Last Action Hero became one of the great cautionary tales of movie-making by committee in Hollywood history.  Head here for the rest of the story in Part 2 of my oral history of Last Action Hero.

Here’s a 2013 interview in which Zack Penn looks back on his experiences with Arnold:

Sources: Empire, Hit & Run by Nancy Griffith & Kim Masters, Blockbuster by Tom Shone, The Big Deal by Thom Taylor


  1. I only got around to seeing this movie a few years ago, and was kind of surprised by how much I ended up enjoying it. (Plus it has Charles Dance and Ian McKellan…how can it not be good?) I never knew the backstory of the screenplay. Thanks for sharing it. I would love to see another version of this based on their original script.

    1. Here’s the link to the second part of my oral history series about this movie. I just published it this morning: http://wp.me/p39B8E-4ux

      Looking around the internet while preparing my Oral History articles, Last Action Hero has become a bit of a cult classic. As you pointed out, it can be appreciated even more now that Charles Dance and Ian McKellan have become geek gods thanks to Game of Thrones and Lord of the Rings/X-Men.

      The original script by Penn and Leff is completely different than the finished film. From ScriptShadow (http://scriptshadow.blogspot.com/2010/03/alternative-draft-week-last-action-hero.html):

      15 year old Danny is a clever but introverted kid who embraces his loner label by escaping into the beautiful city of New York, or, more specifically, an old rundown movie theater where he watches as many movies as they’ll play in a day. His favorite films are those starring super action star “Arno Slater,” whose new movie, “Extremely Violent” is coming out next week. The reclusive projectionist of the theater (and Danny’s only friend) sets up a private screening for him so he can watch “Extremely Violent” before anyone else. During the screening, a tear in the screen causes a cosmic merging of reality and fantasy and sucks Danny into the very movie he’s watching. Before he knows it, he’s standing right next to his hero, Arno Slater! The two are immediately attacked by the film-within-a-film’s bad guys, “The Twins,” and not only do the Twins promise to kill Arno, they promise to kill his new friend (Danny) as well! For this reason, Danny and Arno have to stay together so Arno can protect him.

      Danny figures this is probably a dream and decides to ride it out. He warns Arno that because of the collateral damage he caused in his previous action scene with The Twins, he’s about to be screamed at by his always-angry captain, but Arno doesn’t know what he’s talking about (he’s a movie character and therefore has no idea what’s coming around the corner, even though it’s obvious to all of us). He’s completely shocked then when they get back to the station and he’s screamed at by his captain! This is followed by another typically 80s action movie scene where Arno goes home to his purposefully cliché wife who only exists to dress his wounds and tell him everything’s going to be okay.

      Danny becomes acutely aware that this world he’s in operates exclusively under movie conventions, and realizes he can prevent a lot of the unnecessary danger and violence that Arno would encounter. He points out that the real issue isn’t the Twins, but the big ultimate conspiracy. If they can figure out the conspiracy now, they don’t even have to deal with The Twins or any other nonsense. In essence, they can cut straight to the end. All this does though is make Arno’s head hurt because he doesn’t think three moves ahead. He tells Arno they need to go get his wife so the bad guys can’t use her as a pawn later (which is kinda funny because the wife is so used to being used as a pawn that she actually resists being protected before she needs to be). And then, instead of going into a lair full of bad guys where he’ll surely get hurt, Danny advises Arno to go to a public place and call 50 policeman for backup so there’s no way the bad guys can possibly hurt him.

      In the end, the police captain (along with the support of the rest of the cops) betrays Arno (there is no F. Murray Abraham character in this version) because his recklessness has made their lives hell. The chief villain, Mr. ID, has a circular logic for his actions which is that Jack is such badass that they had to stop him so they needed to have guns but to have guns they needed to sell drugs to pay for those guns…or something. It confuses Jack, who realizes that with Mr. ID’s logic and his friend’s betrayal he’s not the hero he thought he was. Plus, his wife is taken hostage but walks away from it because she wants a divorce and says they never really knew each other anyway.

      While all of that has gone down, Danny has become invincible since he’s an actual human to their celluloid status, and he goes Rambo on everyone’s asses, murdering bad guys en masse before Arno talks him down and convinces him that none of this will do anything for his grief over his dad.

      The big twist at the end is Mr. ID is also the projectionist, and he needed Danny to kill him inside the movie for some reason and when Arno talks him out of it the whole thing shatters….honestly, I thought the ending was super confusing, but it’s a “Was this all a dream?” kind of thing.

      Here’s the link to the script: http://www.awesomefilm.com/script/Last_Action_Hero_%281st%20Draft%29.pdf

  2. This movie is one of my favorites, it made our childhood dream come true-stepping into the world of movies! I didn’t know that the original script was written by that young guys so I found it interesting. I have heard that this movie couldn’t earn that much money compared with the budget and Arnold nominated Golden Raspberry Awards for this movie, so I thought other people didn’t like the movie that much. I am so glad that I found this article because I love this movie so much. #hpucinema

    1. I’m glad you liked the article. Thanks for responding. I didn’t totally get Last Action Hero when it first came out, but my brothers and I would quote it all the time, particularly Charles Dances’ “I’ve killed a man, and I did it on purpose!” moment. At some point I realized that I genuinely liked the movie despite its flaws. If you liked the first part of my oral history series about it, you’ll probably be interested to read the next (and final) part. It turns out that the guys who were brought in to rewrite the script were actually fired and rewritten as well. You can read all about it here: http://wp.me/p39B8E-4ux

  3. Great post. This is serious research right here, and it’s very interesting to see behind the scenes. I always had a soft spot for this movie. It’s a great twist on the genre that led us to stuff like True Lies, which actually worked as a movie and not just as a change of pace from straight-faced action movies.

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