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Whatever any one of them said, the other three sat with the most attentive expressions and gave the greatest responses I've ever seen from any audience. They gasped, slapped their cheeks, or stuck closed fists in mouths. But in the end their final reactions were usually the same: "No, that's impossible!" or wild, side-splitting laughter. Of course I have no idea what they really said, but that's how it looked from fifty feet away. Those women and their absolute interest in each other haunted me until I put the memory of them at the beginning of my film How to Put On Your Hat.

And that was the scene Wyatt and Sasha chose to begin with: the four women (now in black bathing suits) sitting in a park overlooking Lake Almanor in upstate California (the town Phil later used for the first Midnight).

I had a mouthful of food but said around it, "How the hell are they going to follow that up?" But, by God, they did.

The cut to the next shot was perfect – Bloodstone's small hand picking up a cut crystal paperweight and bringing it to the camera's eye. The movement is slow and theatrical – Phil wanted us to see the strange child's hand and linger on it before we noticed what it was doing.

Through the prism's different faces we see a bright green object, split into four. The hand moves, and now we see something red split into four. A quick move again, to something black split into four. Since we never know what it is we're actually seeing through the glass, it could just as easily be the four women in the park.

The sandwich tasted great. The drink tasted great. They were doing it! The prism scene dissolves into one from Sorrow and Son – a black bedspread being shaken once and then used to cover the dead beekeeper. The woman doesn't see the jar of honey in a corner that's fallen over and oozed its muck onto the floor.

Before it changed, I said, "Bloodstone and the honey!" which was their next scene.

Besides my growing excitement and relish for what my friends had assembled, a parallel dismay had set in when I realized again how much Strayhorn had taken from my work. Not just favorite images – honey, prisms, the grain in oak wood – but also a very specific way of turning the viewer's head in a certain direction so they'll be sure to catch an angle or fall of color that makes everything come together.

I was a fan of Phil's razor-sharp Esquire column, but not of his films. I'd liked Midnight very much, when I first saw it, and told him so plenty of times. The fact I didn't like it so much now, or like the other ones, didn't make any difference.

On the other hand, my films could do no wrong in his mind. Whenever we got together, he would grill me on how I'd done a specific shot or what had influenced me when I was writing a section of dialogue. He always wanted to know what I was reading and what new ideas I had for movies. The day he showed me his video The Circus on Fire, I put my arm around him and hugged him. I'd forgotten his answer in the burst of my enthusiasm but now, thinking hard, I vaguely remembered something like, "Maybe there's hope yet, huh?"

What embarrassed and annoyed me now was not having noticed this "borrowing" when I'd originally seen the films. There's very little of it in Midnight, but a hell of a lot of it in the others.

Sure, being copied is great flattery. But not in this case, not with a friend who was so full of his own vision and talent that he didn't need to suck on my straw to get sustenance.

Sasha and Wyatt's piece was still running, but I hadn't been paying attention. I rewound the tape and fixed my mind on business.

When it was finished I knew it wouldn't work. Witty, imaginatively conceived, and sinister in many of the right places, the clip was nevertheless too thought out and smooth, if that's the right word. It was horror with style but no honesty. The work of damned good professionals who knew their business, but clearly thought what they were doing here was silly bullshit and not to be taken seriously.

One of the reasons why The Finky Linky Show was such a big success was the famous tongue-in-cheek humor that was so much a part of the personality of both Finky Linky himself and the weekly half hour. Any age could watch because there were jokes on so many different levels. In-jokes, kid jokes, smart-ass jokes, clever jokes . . . the gamut. Wyatt did it like no one else.

But some of that double– and triple-entendre approach came over to their Midnight Kills sequences, and in the end it was annoying. If you're going to make a horror film, damn it, go flat out. No winky asides or additions that say, We're all above this, aren't we?

When Wyatt gave me the Umbo book and said he thought we should give M.K. "that" feeling, I thought he'd meant the sinister, edgy mood of Europe in the 1920s and 1930s: Cabaret, Otto Dix, Bruno Schulz. But the way he intercut my work with Phil's, it appeared what he intended was a contemporary film noir, a thinking man's B movie. It had begun so well, too: quiet and tender. The sight of the nailless child hand was enough to set off small alarms inside. You were waiting for more not-so-nice to come. But it didn't. Only fancy cutting and sliding pieces and scenes around. We easily could have used this to end Strayhorn's work, but I knew it could be much better.

There were three other cassettes stacked on top of this television. The first one was of the bicycle kids I'd filmed that afternoon, the gambado boy and retarded Walter. I slid it in and watched them wheel around. Gambado had asked me three times to use the camera. "You should only take pictures of us!" Where had he gotten that word? The question wasn't intriguing since I'd seen the Finky Linky tape. There were more important things to think about.

You know how, when you're nervous sometimes, you pick things up and put them down without really knowing you're doing it? That's what happened to me, only my nervousness manifested itself by sliding tapes in and out of the video machine, watching them for fifteen seconds, then going on to another. It felt stupid but necessary. I was thinking, but I was nervous and wanted my hands and head to be functioning. That worked for a while, but the nervousness grew and I switched on the other two TVs and their respective videos.

The room was a bombed-out mess. Every day Sasha groaned over what had happened to her once-nice TV room, and I kept promising to clean it but hadn't. Books, notes, videotapes, clothes. Small mountains of "I don't need it now but I might any minute, so leave it there." The other great slob I knew was Max Hampson. He used to joke about how he could get away with it because –

"Max!"

Where was that tape? I looked and looked, frenzied, hysterical, finally laughing because I wanted to find it so goddam much.

"It's on the fucking TV, asshole!"

One of the three I'd seen up there before; it was even marked with his name. My hands were in such a hurry to get it out of its box that they tried to jiggle and pull it at the same time. I realized I was saying "Oh, yay! Yay! Yay!" while I worked it out and plugged it in.

The dinner party. Fast forward. Greetings. Fast forward. More. People talking. Eating. Camera on Sasha putting a forkful of brown cake in her mouth. That's it. Question: "What do you think is in Poodle Cake?" She shrugs and goes on eating. Cut to Dominic Scanlan. ". . . and Blow Dry!" Everyone laughs. Camera pans to Max, and it takes only a moment to see something's broken in him and he's collapsing.

I don't know why I kept the film in the first place, but there it was. I ran it back and watched again, marking the number on the counter to zero at the point where Max appears and we see the metamorphosis.

How long did I sit there, watching that one– or two-minute sequence, again and again? How many times? When did the quiet, familiar voice inside say, "We want this scene. We need it."