The 18 Nov 1988 LAHExam announced the Walt Disney Company’s $1 million acquisition of motion picture rights to the novel, Billy Bathgate by E. L. Doctorow, scheduled for publication by Random House in Feb 1989. Eighteen months later, producer Arlene Donovan told the 13 May 1990 LAT that she was hoping for Doctorow’s involvement in the picture, referring to him as a “muse.” A news item in the 29 May 1990 DV estimated an Aug 1990 start of principal photography. The 11 Jul 1990 DV reported that location filming in Montreal, Canada, would likely be abandoned in favor North Carolina. Actor Dustin Hoffman, who was already committed to the project, was expected to receive writer Tom Stoppard’s screenplay within the next ten days. Although the 22 Jul 1990 Long Beach Press-Telegram stated that filming was delayed indefinitely, reportedly because Hoffman was dissatisfied with the current draft of the screenplay, the 8 Sep 1990 HR announced a 26 Sep 1990 start date.
       According to production notes in AMPAS library files, Arlene Donovan suggested Hoffman for the role of “Dutch Schultz,” and director Robert Benton met with him the next morning to discuss the project. Benton interviewed Australian actress Nicole Kidman, based her performance in Dead Calm (1989), and offered her the role of “Drew Preston,” once she proved that she could cross her eyes and affect an American accent. Actor Loren Dean was given the title role for his ability to project “vulnerability and innocence,” while maturing as the story progressed. He was among the first three candidates to audition for the part. On 29 Sep 1990, Screen International revealed that actor John Malkovich was originally cast as “Otto Berman,” before being replaced by Stephen Hill.
       The art department was faced with the challenge of returning parts of New York City to the way they appeared in the 1930s. Basing designs on images culled from the New York Public Library and the Museum of the City of New York, storefronts were fitted with façades, lamp posts, pay telephones, and street markings were replaced with period replicas, and items such as air conditioners, security doors, and television antennas were removed with the promise of being replaced once production ended. A news item in the 5 Nov 1990 New York noted that a group, led by a man named Mustafa, interrupted production the previous month, demanding more African-American crewmembers be hired. A spokesman for Disney affiliate Touchstone Pictures asserted that “hiring minorities” was standard company policy.
       Racetrack sequences were filmed in Saratoga, NY, in late Sep 1990, a month after the track closed for the season. The groundsmen remained at their jobs to maintain the greenery, and sod was replaced with a fast-growing grass. Because the horses could only be raced around the track once per day, substitute horses were needed, all of which required the cooperation of the owners and the New York Racing Commission.
       After photography was completed in New York, the company moved to Hamlet, NC, a former railroad town that was relatively unchanged since the 1930s, with a main street featuring an abandoned movie theater, a transient hotel, and several empty storefronts. The tugboat sequences were filmed at Carolco Studios in Wilmington, NC. After photographing tugboat exteriors in New York City, a tugboat set was constructed to accommodate a variety of interior and exterior shots. The cabin set was built on a thirteen-ton steel frame, suspended fifteen feet off the ground by a crane, and moved manually to simulate motion. Only twenty actors and crewmembers were allowed on the set at any time, and weight racks required constant adjustment to compensate for “shifting bodies” as they moved about. Carolco Studios also housed the “Embassy Club” and brothel sets. Production was completed in Durham, NC, where the diving pool at Duke University was used for Nicole Kidman’s underwater scene. The pool was lined with colorfast black cloth, weighted with chains to hide the tile walls and viewing window. Production was completed 10 Feb 1991.
       According to the 11 Nov 1991 Var, composer John Kander was offered several hundred thousand dollars to score the film. Although director Robert Benton was satisfied with Kander’s music, Disney executives were not and commissioned Mark Isham to write a new score.
       The 9 May 1991 DV reported that the picture’s 28 Jun 1991 release would be postponed until autumn, pending the reshooting of several scenes. Hoffman and Kidman were committed to other projects, making them unavailable over the summer. The 29 Apr 1991 Var estimated the picture’s cost at $45 million. The 21 Jul 1991 LAT noted that delays were common to the project, beginning with preproduction, which lasted three to four weeks longer than expected. After filming was completed, Robert Benton was given only sixteen weeks to prepare a “rough cut,” rather than the twenty-two weeks he had anticipated. The finished product was rejected by the studio, by Dustin Hoffman, and by Benton himself, who envisioned a different ending. On 5 Aug 1991, Var reported that Nicole Kidman had returned to New York City for reshoots. However, the 25 Aug 1991 LAT expected Hoffman to remain unavailable until completing Hook (1991, see entry), leaving the picture in limbo. The 12 Sep 1991 LAT announced a 1 Nov 1991 release, while the 2 Oct 1991 HR stated that additional filming would take place in the ensuing weeks. Two days later, the Oct 4 1991 HR reported that Introvision was currently filming a scene composed of miniatures and visual effects. The following week, the 10 Oct 1991 DV announced the completion of film’s new ending, which Disney executives would view the following day.
       Billy Bathgate opened to lukewarm reviews. Dustin Hoffman told the 31 Oct 1991 LAT that he was disappointed in the completed picture, claiming Benton ignored many of his suggestions, despite their agreement to collaborate on the project. Among his complaints was the absence of a “triangle” between “Billy,” “Drew,” and “Dutch,�� and the humorless portrayal of Jewish gangsters, whom he described as “terrific, funny characters.” Writer Robert Kaufman agreed, telling the 10 Nov 1991 LAT that his late godfather, the real Dutch Schultz, “had a wicked sense of humor.” In a separate article in the 31 Oct 1991 LAT, Benton insisted that he honored his agreement with Hoffman, implementing the actor’s suggestions when they seemed feasible. Hoffman, who was also involved in casting, did not completely agree that Loren Dean was suited to the title role. Benton recounted other problems in making the film, such as a negotiated wage increase for members of the Teamsters union, resulting in a larger budget, and additional days being added to the North Carolina shoot. He defended his revised ending to the film, saying the screenplay originally allowed “Billy” to survive a gun battle without coming to the defense of his comrades, which seemed inconsistent with the character. He reshot a total of five scenes. Hoffman convinced Disney president Jeffrey Katzenberg to allow the additional filming, predicting that the picture would otherwise fail. Katzenberg reportedly considered replacing Benton, but could not be reached for comment at the time of the article. Hoffman requested another reshoot earlier that month, but was denied because of the film’s looming release date. Despite rumors to the contrary, Benton said that he and Hoffman remained close friends. Earlier in the year, the media nicknamed the picture “Billygate,” referring to the failed epic Heaven’s Gate (1980, see entry), which was plagued by similar delays.
       A “CinemaScore Movie Report” in the 5 Nov 1991 HR stated that sixty-three percent of viewers gave the film a high rating. The 424 participants were polled in St. Louis, MO; Los Angeles, CA; Las Vegas, NV; and Orlando, FL. Billy Bathgate was one of several films included in a promotional partnership between Touchstone Pictures and Coca-Cola, as reported in the 2 Oct 1991 HR.
       End credits include the following statement: “The producers wish to thank: The people of the cities of Hamlet, North Carolina; Wilmington, North Carolina; Saratoga Springs, New York; The New York State Governor’s Office for Motion Picture and Television Development; The Mayor’s Office for Film, Theatre and Broadcasting of New York City.”