I first noticed that show business had gone crazy in 2002, when my wife, Jill St. John, and I were guests at the wedding of Liza Minnelli and David Gest.

I had known Judy Garland, Liza's mother, since the very early fif¬ties, when she would sing at Clifton Webb's parties, backed up by Roger Edens on the piano. I had been her escort to the royal premiere in London ofI Could Go On Singing, her last starring film. (And to answer the obvious question, she was in very good shape that night¬ thin and sober.) And Vincente Minnelli, Judy's ex-husband and Liza's father, had shot a week or so of retakes forAll the Fine Young Cannibals, a film I had made with my wife Natalie Wood at MGM in 1960.

As for David Gest, I had hosted all of the Night of 100 Stars presentations he had produced during the 1990s. In return, he had made generous donations to the Motion Picture Home in Natalie's name. For theNight of 100 Stars productions, which had been backed by Michael Jackson, David uncovered people who hadn't been seen for decades: Turhan Bey, Clayton Moore, Silvia Sydney, Fay Wray, Eleanor Powellstars of silent movies- archaeology combined with showmanship. No one could have done it better than David.

The date of the wedding was March 16, 2002. The ceremony was scheduled for late afternoon, but we were all asked to be in black tie. I was sitting next to Robert Osborne, a close friend and the longtime host of Turner Classic Movies. All the guests were punctual, because David and Liza were determined that it wouldn't be one of those Hollywood weddings that start late. Even Michael Jackson was on time.

But Elizabeth Taylor, one of the two matrons of honor, was late. No surprise there. Elizabeth was always-and I do meanalways¬ late. And once she finally did arrive, she realized that no one had brought the shoes she wanted to wear, so she sent someone back to the hotel on upper Fifth Avenue to fetch them. The church, needless to say, was on lower Fifth Avenue. Somewhere in the middle, a parade was taking place.

So we sat there.

Twenty minutes, and we still sat there. A half hour, and we sat there.

After a while people stopped looking at their watches. And we sat some more.

There really wasn't anything to do but look around the church. "We" included Donald Trump, Mickey Rooney, Tito Jackson (co best man, along with Michael), Gina Lollobrigida, Lauren Bacall, Natalie Cole, Mia Farrow, Cindy Adams, Martha Stewart, Liz Smith, and 842 more of David and Liz a's most intimate friends.

Bob Osborne and I discussed whether Liza had ever met Gina Lollobrigida before her wedding day. We decided it was highly doubtful.

Now, I have always had the greatest affection for Elizabeth. I first met her in the late r94os at a party thrown by Roddy McDowall, her best friend for life. Everything that people say about Elizabeth's looks was truth: she was just illegally beautiful. Years later, Elizabeth and I had a fling, and years after that, I produced and costarred in a movie with her,There Must Be a Pony, based on James Kirkwood Jr.'s fictionalized memoir of his mother, the silent star Lila Lee.

I've always believed that Elizabeth was a terribly underrated ac¬ tress, and I've always known that she was among the most generous people alive-not just with money, but with the most valuable commodity any of us possesses: her time.

But Elizabeth had her flaws as we all do. Foremost among them that she was oblivious to the concept of punctuality. A wait of one or two hours was normal for people waiting for Elizabeth. I've always wondered whether it was a passive-aggressive way of asserting herself for all those years of enforced punctuality at MGM. But she was never late on our picture.

Unless she really, really liked you, Elizabeth was always late.

And sometimes she was incredibly late even if she did like you. So I wasn't terribly shocked when, even after the gofer arrived back at the church with the correct shoes, we were still sitting there.

David Gest was growing noticeably perturbed, so he asked Michael Jackson to go find Elizabeth and bring her back alive. Neither David nor Liza wanted to personally force the issue, since they were so pleased that Elizabeth had agreed to come in the first place. Elizabeth was going through one of her bad phases-overweight and not looking good.

Michael disappeared into the room where Elizabeth was supposedly getting ready, while one of his bodyguards stood watch outside.

And then we waited some more.

By now the wedding was an hour late and counting.

I asked a man what the holdup was, but he just shrugged and said that Elizabeth was in a room with Michael Jackson.

Nobody seemed to be moving, and nobody seemed eager to break up whatever was going on in the waiting room. Because I knew Elizabeth so well, I was finally deputized to get Michael away from her so the wedding could proceed. Otherwise we all might find ourselves growing old, very slowly, at the Marble Collegiate Church.

I walked past the bodyguard and into the room.

Elizabeth was sitting there, gazing at Michael. Michael was on his knees, gazing at Elizabeth. He was holding her hand. Nothing was being said. He was besotted with her; he was drinking her in. "Michael," I said, "we have to get the wedding started. Wehave to get going."

"I want to be with Elizabeth," Michael said in that weird, whispery voice. "I love Elizabeth."

Talking to Michael when he was in one of his reveries was exactly like talking to a six-year-old waiting up for Santa Claus: you didn't want to disabuse him of his fantasy, but you had to firmly lead him away from the Christmas tree so that the presents could be put out. "I love her, too, Michael," I said. "We all love her. But we have to go ahead with the wedding. There's a church full of people out there, and they're getting restless. You can spend all the time you want with Elizabeth after the wedding."

Full disclosure: I was angry, so I might have said all this a little ... brusquely. By this time I was heartily sick of the wedding, even though it hadn't even taken place yet. What I wanted to do was have a drink with Bob Osborne and not be bothered by infantile bullshit.

I got them moving, but Elizabeth came out on the wrong side of the church-the guests were divided into men on the left and women on the right-and so she had to walk all the way around behind the pews. Since Elizabeth was fairly immobile and walked with difficulty-part of it was her back, part of it was the medica¬tion for her back, which always gave her a buzz-she had to be helped onto the altar.

Finally--finally-the wedding got under way. David gave Liza a 3•s-karat diamond ring from Tiffany's. After the minister said he could kiss the bride, David tried to suck the lips off Liza's face. I was too appalled to say anything. Jill said,"Ewww." Next to her, Liz Smith said, "Double ewwww."

The reception afterward was huge. Andy Williams sang. Gloria Gaynor sang. Michael Jackson gave the toast. I noticed some people I hadn't noticed at the wedding: Kirk Douglas, Joan Collins, and Sid Luft, one ofLiza's stepfathers. Elizabeth had skipped the reception. I finally had my drink with Bob Osborne.

For a long time after that, David would call Jill and me to chat.

"You two are the happiest people I know," he would begin, "and now I've found the same thing. I'm so in love with her. I go to bed with her and I rest my head on her right breast." Then Liza would come on the line and tell me how wonderful David was, and that she was finally, unbelievably happy. They were nuts about each other.

They divorced in 2007. It was, needless to say, acrimonious. For a while David lived in England; now I understand that he's in Nashville.

That was the day I began to think seriously about the business in which I have spent my life. Ever since then, I've felt that while the wedding was not exactly a Fellini movie, it was close.

And it was then that I began thinking about how show business had changed.

Now, Judy Garland's marriage to Vincente Minnelli was probably not any more plausible than Liza's to David Gest. But the difference is that the former had been designed and directed by MGM so as to minimize damage to the reputations of a major star and a major di¬ rector. The full extent of the emotional, psychological, and sexual misalliance between Judy and Vincente didn't become apparent until years later, after they had left the protective shelter of the studio.

It needs to be pointed out that David was in many respects very good for Liza. He got her thin; he got her performing again. But Liza's way with men derives from her mother's. She's neurotic and she's beguiling. She would put her life in someone's hands and convince him that he was the only one who could possibly save her. At some point, either David became too exhausted to carry on or the intrinsic problems in the relationship reared up and destroyed the marriage.

Eleven years after that wedding, things are ... even more bizarre. Recently I was idly watching TV when a formerly thin ac¬ tress who'd become fat, then thin and back again in what is apparently an endlessly recurring cycle, showed up to promote a reality show. Since she's now fat, nobody hires her to act, because there aren't a lot of parts for middle-aged fat women, movies and TV being predominantly a medium of fantasy.

So her only means of making a living is appearing as a formerly thin actress grown fat who is trying to get thin again.

I turned to Jill and asked a question: "This is a career?"

I didn't really expect an answer, which is good, because I didn't get one. Some questions don't have answers. And I'm compelled to admit that being a fat actress and playing oneself is not really a bad gig. If nothing else, she's working. Intermittently, but still, she's working.

All this got me thinking about the quantum differences be¬ tween now and then-then being right after World War II, when I got into the movies. And it got me thinking not just about the movies themselves, but about the differences in Hollywood, the town I've been a part of for seventy-five years.

On the most basic level, the difference is 180 degrees. For in¬ stance, when I worked onThe Longest Day for Darryl Zanuck, he commanded a huge force of actors and extras, and the film was shot on the actual locations, at Omaha Beach and so forth.

Darryl organized his version of the D-day landing by flying green flags for ''Attack," yellow flags for "Caution," and red flags for "Stop." I was in the sequence about rappelling up Pointe du Hoc, and we shot it at Pointe du Hoc, doing it exactly the way the Amer¬ican soldiers had done it less than twenty years before.

Today when a battle scene is mounted, the extra call is greatly diminished, and the body count and the effects are completed and amplified through the oddly weightless effects of computer generated images (CGI). Through some inverted math, the numbers of the combatants are incalculably greater, but the effect is halved, because you don't really believe what you're seeing. The pervasive lack of reality of so much modern filmmaking has made spectacle less spectacular.

Back then, we worked a six-day week, there was no such thing as overtime, and the large board at the studio that contained the shoot¬ing schedule for each picture on the lot was rarely altered-if Darryl wanted a movie made in forty days and you fell a little behind, then you could confidently expect to be pulling an all-nighter on that fortieth day because it would, by God, be done in the allotted time.

When I started out, I worked in front of a camera filled with film, and each take was signaled by theslap! of a clapper board, which was used to synch the sound. Today, the cameras are all digital, with no gentle but comfortingwhirrr of the camera, and the "clapper board" offers only a digital readout.

And I can assure you that if an actress got too fat at Darryl Zanuck's place of business-or, for that matter, Jack Warner's or Louis B. Mayer's-the studio would not have dropped her any faster than if she had contracted a venereal disease and infected half the studio.

Certain things weren't done, and fat was one of them. Nor were there a lot of alternatives to the movies. TV was further down the food chain, with less money and less prestige, although that began to change in the r96os.

In the golden days of Hollywood, stars didn't have much, if any, say over the parts we played, or, for that matter, over what movies we made. In fact, even famous executives like Zanuck and Mayer weren't truly autonomous-Hollywood always had a way of an¬swering to New York on matters of budget and overall policy.

Following this train of thought, I've realized that people in the movie industry, whether actors, directors, or producers, used to exercise real control only over their private lives. But even then things could be heavily monitored, as Judy Garland found out.

And all this is what has brought me to this book about the quantum differences between then and now, as seen in how we lived our private lives during the last gasp of radiance that was the studio system. I want to try to document a way of life that has vanished as surely as birch bark canoes. And I want to do this before the colors fade.

It cannot be overemphasized that the movie industry of the late 1940s was a family business. Jack and Harry Warner were running Warner Bros. just as they had been since World War I; Harry Cohn was running Columbia just as he had since shortly after that war; Louis B. Mayer was running MGM just as he had since the company was formed in 1924.

These men knew one another intimately, distrusted one another greatly, competed against one another constantly. They engaged in the kind of bitter squabbles and fights-at times physical-that can be understood only as family quarrels. Eventually, these men were squeezed out-by time, by death, once or twice by each other. I think it's fair to say that, at least at Hollywood's beginnings, they were too busy to really be conscious of what they were building, but they certainly believed in themselves, so they built something that has lasted. More important, they made movies that will undoubtedly outlast the studios that financed them.

For all their at times petty vindictiveness, those brawling, hostile, often ill- educated men stood behind the movies that came from their studios in a way that the far more educated and sophisticated people who run the studios today don't. Warner and Cohn, Mayer and Zukor, Goldwyn and the rest made movies they genuinely believed in; they made movies they wanted to see themselves. They took pride in the product.

For them, their work was intensely personal-a reflection of their dreams and aspirations.

The Harvard MBAs who run the multinational corporations who own the studios today don't make movies for themselves. They make movies for an audience they don't know and probably don't want to know. They might be proud of their quarterly earnings, but, in most cases, they can't possibly be proud of their movies.

And while I'm on the subject, let me just say that the importance placed on constantly improving corporate earnings is one of the worst things to happen to the movie industry, and quite possibly to America.It turns the attention of the public and the industry away from the quality of the pictures to the amount of money a picture or a company can make.In this way the movie business has been converted from a long game into a short game. At the same time, the multinational corporations that own movie studios seem to do it more out of corporate vanity than anything else, because a hit movie doesn't really move the needle of their stock price-it's like punching a blanket. If Zanuck had a hit, the stock price and the dividends both went up.

Darryl Zanuck and Jack Warner played it both ways, but when pressed to the wall, they played the long game. Darryl knewThe Grapes of Wrath was not going to be a huge moneymaker, but he didn't care. It wasn't very expensive to produce, it would make money over time, and it would accrue prestige to the studio and the industry that made it.

And Darryl was right. The Grapes of Wrath broke even in 1940, but it has never stopped playing in more than seventy years.

I suspect that for the men and women who run studios today, it's just a business. But for Warner, Zanuck, and the rest of them, it was a passionate pursuit-they had a vision they wanted to put on-screen, and Hollywood grew around that vision.

I guess you might say that You Must Remember This is my farewell to the lives that those of us lucky enough to be in the movie industry lived.

While You Must Remember This is pantly about style and status, I hope that it will also offer an intimate look at people and what they were like away from the studio and publicity machine-stars and filmmakers at home, entertaining, having dinner with friends. Some of the book will be about the stars I knew best, from the homegrown American variety (Gary Cooper, Clark Gable), to the British colony (Cary Grant, David Niven), to Americans who imitated the British colony (Douglas Fairbanks Jr.). Other parts of the book will be about our houses, the architects who built them, the haberdashers who dressed us, the restaurants where we liked to eat and why. It will be about the way Hollywood actually lived, told via a mosaic of memory.

I will trace the changing times and styles that I've lived through. For instance: For about twenty years, William Haines, once the only out-of-the-closet actor at MGM, was probably the preeminent decorator to the stars. After he got cashiered by Metro-it didn't pay to flaunt homosexuality around Louis B. Mayer-Haines decorated a house for his friend Joan Crawford.

Then Billy bought a house on North Stanley Avenue in Holly¬ wood and decorated it in a combination of colonial New Orleans and eighteenth-century English. The story goes that Irving Thalberg came to visit the house and, as Haines showed him around, kept asking, "Who did this?"

"I did;' Billy replied each time. Word got around, and Billy went into the interior decoration business and did extremely well.

The style that Billy evolved-white or bright fabrics, clean

surfaces-began to go out of fashion in the 1950s. He still got decorating jobs, many from his friends in the Old Guard-he did a lot of decorating for the Reagans and their circle-but younger people wanted their own decorators, their own look. They always do. New designers came in, and styles changed.

Watching the ebb and flow of fashion in the microcosm of Los Angeles and its related towns, I've developed a sense of time as a river, always moving, always shifting the outlines of the banks. I see Los Angeles as a mutable organism-it never quite looks the same way twice. I remember a town of Red Car trolley lines and weekends spent at Catalina playing baseball with John Wayne and John Ford.

Gone, all gone.

This is a book about life outside the studio walls, from the very beginnings of Hollywood, to when I got there in the 193os, through the 1950s and 1960s-a window into a bygone world of splendid glamour that can, for most, be experienced only vicariously.

My intent is for you to experience the same thrill I did, one night at Clifton Webb's house. It was a dinner party, thrown with all of Clifton's impeccable taste. And then it became something more. Roger Edens, the associate producer for the Arthur Freed unit at MGM, began to play the piano and Judy Garland got up to sing for the better part of an hour-Gershwin, Porter, Harry Warren.

While she serenaded us with that great golden trumpet of a voice, Clifton's small poodles wandered around the room as dogs do, looking for food or affection.

I also saw Judy sing at the Palace in New York, but this was like nothing else. Watching her sing to a crowded theater paled in comparison to being in a room with her by the piano and fifteen people gathered around. There was a palpable, intimate quality that was unforgettable, and it was a complete thrill that I've never forgotten.

We who were lucky enough to be in the movie industry at that time lived in a cocoon of golden lace. We were protected from the consequences of our behavior by the vast studio apparatus and by a comprehensively different public attitude. We had freedom and, frankly, most of the time we also had license.

If there was an arrest for drunk driving, there would be a nod, a wink, perhaps some modest amount of money changing hands, and that would be the end of it. No police record, let alone a trial. If an actor behaved the way that, say, Tiger Woods did-and believe me, it was not unusual-it was covered up. No one knew, and no one would ever know ... except fixers at the studio.

No more. Now one of the prime ways to get on the cover of a magazine or to juice up a career is to go into rehab for alcohol or drugs, have a public psychotic episode, or make a porn tape. Even something as commonplace as a woman getting out of a car can be used to whip up a frenzy, if it's done sans underwear.

Then, stars could move around town more or less at will. We shopped for our own clothes during regular business hours, we often bought our own groceries, and we flew commercial. And when we flew commercial, we dressed up-maybe not in a tie, but at the very least we always wore a jacket. Wherever you were, there was rarely a sense of anything approaching hostility from the public, much less danger.

Now, the twenty-four/seven news cycle, with its hundred different news outlets, restricts behavior and enforces consequences. Brad Pitt and Angelina Jolie can't leave the house without a security detail hovering; if they have to go to the store they go after regular hours, and private airplanes are mandatory. The freedom that used to be one of the perks of celebrity is now virtually nonexistent-the size of the media lens is so much larger, and the focus is less forgiving. There are hordes of cameras, and anyone with a cell phone is a potential paparazzo. And stars can be brutalized by a media that has no filter, only stories-a lot of them manifestly untrue.

My sense is that today's celebrities trade the huge amounts of money they earn for an almost complete loss of freedom. The focus of the media is very close, and the view is totally unforgiving. And you know something? They can have it; I don't want it.

So this book is a loving farewell letter to the glorified mom-and¬ pop business I was lucky enough to get into. I've been so fortunate¬ my career has been going strong for more than sixty years, from Darryl Zanuck toThe Pink Panther to Hart to Hart, from Austin Powers to Two and a Half Menand NCIS. That experience, that long view, enables me to examine how the values and motivations of moviemaking have changed.

But at the same time, some things never change. Then or now, Hollywood is about basic human drives: ambition, respect, the desire to be noticed, the need to be loved.

The nightclubs, some of the houses, and almost all of the people that I'll be telling you about are gone, as are the styles and fashions. But the movies and the legends remain, and the documenting of those places, of the way we lived, will trace the road between then and now.

The time I'm writing about was better than ours in some ways, and worse in others. I'll point up these behavioral and sociological differences as they occur. I hope this book will be like a good movie: a little spectacle, some laughs, a sense of reflection, all of it underlying an emotional authenticity.

Here is Hollywood as I knew it.