How to Make a Score Brando fights, De Niro stages heists and Norton does rewrites. No one said making films was easy

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As a young puppeteer, Frank Oz provided the voice for Miss Piggy and Yoda. As a movie director, he built a reputation as one of the best comedy craftsmen in Hollywood, with films like In & Out, Bowfinger and the musical gem Little Shop of Horrors. But Oz, who's actually a very serious fellow, always longed to prove himself at drama, to get his hands on something "dark and gritty."

Two years ago, he found a project that promised to be just the ticket: The Score, a crime flick that opens in New Zealand this week and in Australia on Nov. 29. And he didn't just get a cast, he got a Mount Rushmore of actors: Marlon Brando as Max, an elderly homosexual crook orchestrating the biggest heist of his career; Robert De Niro as an aging thief ready to retire from his life of crime; and Edward Norton as a smart young punk eager to begin one of his own.

"I always imagined my first drama would be lower budget, maybe $15 million," says Oz, 57. "I could get really dark and dirty with actors who were unknown." It actually ended up costing nearly $70 million, but Oz did get dark and dirty, thanks to clashing egos and a script that wasn't finished when the film went into production.

De Niro, 58, who signed on first for $15 million, admits to having "second thoughts" about the script from the very beginning. Although Danny Taylor-the first of several writers to work on the film-had written it as a breezy caper, Oz assured De Niro that it would be rewritten as a more character-driven piece. Oz got the 77-year-old Brando on board, paying him about $3 million for three weeks of work, after a couple of meetings at the actor's home. And Norton, 32, says he joined the cast simply because "if someone called me and said we've got Marlon Brando and Robert De Niro and we're gonna film a reading of the phone book, I would go."

It was Brando who supplied most of the offscreen drama and humor. You may have read that he shot his close-ups naked from the waist down when The Score was on location in Montreal last year. Those reports were greatly exaggerated. "It was hot," explains Norton, "and Marlon was sweating through his suit, so he put on shorts instead of the suit pants. It was the most practical, simple thing."

But wrangling Brando was anything but simple. When the Method-acting legend showed up to shoot his first scene, he was in full makeup (eye shadow, rosy cheeks, the works), and his initial performance as the gay Max looked something like Barbara Bush doing her best Truman Capote impression. "He had earnestly worked on his character," says Oz diplomatically, "but my tone was more reality based." In take after take, Oz asked Brando to "bring it down." Brando obliged, but told the director, "F___ you."

In the ensuing battle of wills, Brando would refuse to come to the set if Oz was present. De Niro had to direct Brando's big emotional scene, while Oz watched the action on an off-site monitor and sent instructions to De Niro via an assistant director. When they were in the same room, Brando also jabbed at Oz by calling him Miss Piggy and telling him, "I bet you wish I was a puppet so you could stick your hand up my a__ and make me do what you want." Still, Oz gave Brando plenty of freedom to ad-lib. During one scene-an argument with De Niro's character-Brando picked up a water bottle and, pretending it was a phone, mumbled, "Operator, we got a nut down here."

De Niro and Norton also contributed their creative ideas. Unhappy with the film's heist scenes, De Niro recruited a technical consultant-a friend with a shady past who knew about cracking safes and such-to show the screenwriters how it should be done. "There's no point in doing it if there's no authenticity," says De Niro, whose character now blows the door off a safe the way a professional would-from the inside out, by pumping it full of water.

Meanwhile, Norton made extensive script revisions, especially in scenes he shared with De Niro. "There were moments on this movie when Bob and I disagreed," says Norton, "when Frank and I disagreed intensely and when Frank and Marlon butted heads. But the assumption that conflict is bad is wrong. It's just creative wrestling."

In the end, the movie worked out fine. "I don't care about tension on the set if it's all about the movie and the character," says Oz, who admits he learned a valuable lesson. "I was combative [with Brando] when I should have been nourishing and gentle." Yoda, in his infinite wisdom, would agree.