In the spring of 1984, when Desperately Seeking Susan was greenlit, there was only one actor attached, Rosanna Arquette, who had been brought on board by the producers. To put together the rest of the cast, we hired two young casting directors, Risa Bramon and Billy Hopkins, whose experience up until that point had been casting for the Ensemble Studio Theatre. This would be their first job working on a movie.

Everyone’s concern was to find the right actor for the role of Susan. We considered every young actress who was generating excitement in the early 1980s. Ellen Barkin, Jennifer Jason Leigh, Jamie Lee Curtis, Linda Fiorentino, Kim Cattrall, Kelly McGillis, Melanie Griffith. Even singer Suzanne Vega came in to audition. But I knew of another singer who happened to live only a few blocks away, in a loft on Broome Street, and thought she might be an interesting possibility.

I remember the first time Madonna caught my eye. It was still the early days of cable TV and MTV (launched in 1981) was playing a music video for a newly released single called “Borderline.” There weren’t many music videos back then, so the early ones were played on heavy rotation. The singer had messy blond hair held back with a big, floppy headband and wore a cutoff denim jean jacket. She came across as self-assured and cheeky. She knew how to flirt with the camera.

I’d heard that Madonna was interested in a movie career and had done a small singing cameo in the film Vision Quest. I thought she might give the role of Susan, the downtown grifter, some authentic street cred, so I asked the casting directors to arrange for her to come in to audition.

The day of our meeting she arrived at the production office by taxi. Somehow, she’d managed to get the driver to wait by the curb while she disappeared inside the building in the hope of finding money to pay for the ride. Cynical New York cab drivers don’t usually wait while a passenger disappears, so already that was proof of her persuasiveness. I think she borrowed money from an assistant sitting behind the reception desk. I don’t know whether the assistant ever got paid back, but Madonna instinctively knew how to make an entrance.

The first thing that struck me was her naughty sense of humor. A confident swagger worn like a protective second skin to cover up any hint of insecurity. Later on, Madonna would admit to sharing a lot with the character of Susan. Both used their powers of persuasion to get friends and lovers to do what they wanted. Both were charming con artists that didn’t let you know you were being conned. There was an art to seduction, and Madonna had mastered it. She was a flirt who made everyone she flirted with feel a little bit sexier. Men and women. That was her gift.

Orion had to approve the casting of the lead actresses and because Madonna was a newcomer that involved jumping through some hoops. So Madonna flew out to Los Angeles to meet with the Orion executives. Barbara Boyle had never heard of her, but had a fifteen-year-old son, David, who had. Apparently, he was an early Madonna fan and told his mother that she had to hire Madonna immediately.

The following day Madonna walked into Barbara’s office, fell on her knees, and said, “I’ll do anything to get this part.” Barbara responded: “Sorry, I’m heterosexual.” And Madonna replied: “How do you know unless you try?” Instantly, Barbara knew Madonna had the sass to play the role and told her to take a seat.

According to Barbara, they had the following conversation:

Barbara: “I understand you’re a successful singer and performer. Why do you want to be an actress?”

Madonna: “You understand from whom?”

Barbara: “My son, David.”

Madonna then took a pencil and paper off of Barbara’s desk and wrote a note: Dear David, Tell you mother to give me this role.

And it worked. Barbara spoke to Mike Medavoy, who agreed to pay for a screen test when Madonna returned to New York. The following week, the cinematographer (Ed Lachman), Madonna, me, and a small crew of four went to a nearby park to film the test. I remember while we were filming there were a few passersby who glanced in our direction but paid little attention. Small crews of NYU students were often filming in the park. But I recall one teenage girl calling out, “Look! There’s Cyndi Lauper!”

Fortunately, the test went well and Madonna was hired.

Allowing me to cast a relatively unknown singer was a risk for Orion. But the risk would pay off in spades. Of course, no one could have predicted Madonna’s meteoric rise to stardom only three months later. The proof was reflected in her acting fee—one third of Rosanna’s.

The best thing about working with someone who isn’t yet a star is that there are no agents, managers, personal assistants, or an entourage of sycophants hanging around the set. No personal hair and makeup people hovering near the video monitor and making suggestions.

To prepare, Madonna and I talked about screwball comedies of the 1930s and 1940s. Those comedies had strong and feisty heroines: Judy Holliday in Born Yesterday, Barbara Stanwyck in The Lady Eve, Carole Lombard in My Man Godfrey, and Rosalind Russell in almost everything she did. They were bodacious women, often outsmarting their male counterpoints. Screwball comedy gave actresses roles to shine in, ones much more exciting than the traditional housewife and supportive girlfriend roles usually available to actresses at that time.

Now that we had our two female leads, we needed to pull together the rest of the cast. Billy and Risa knew all the best up-and-coming theater actors and brought them in to audition. For many, this would be their first time in a feature film. John Turturro, Will Patton, Laurie Metcalf, Mark Blum, Anna Levine Thompson, Giancarlo Esposito, and pokerfaced comedian Steven Wright would all go on to long and successful careers. I also cast some musicians and performers like Ann Magnuson, Richard Hell, Richard Edson, Adele Bertei, Arto Lindsay, Annie Golden, John Lurie, and Rockets Redglare. They would add the downtown authenticity I was looking for.

Mark Blum was quickly cast in the role of Rosanna’s suburban, hot tub-selling husband, Gary Glass. Mark had the clean-cut good looks of a leading man, but instinctively knew how to play a comedic foil without turning the character into a cartoon, bringing the perfect degree of self-deprecating humor to the role. He and actress Laurie Metcalf, playing his neurotic sister Leslie, had great comedic timing, and Laurie delivered one of the more memorable lines in the film: “Just take a valium like a normal person!”

For the lead role of Dez, we hoped to cast a male star opposite Rosanna. The producers and I discussed Kevin Costner and Dennis Quaid. But it was hard to find a young leading man who wanted to play third fiddle to two leading ladies. Then we heard about Aidan Quinn.

Aidan had recently starred in a movie called Reckless, opposite Daryl Hannah, playing a motorbike-riding high school rebel. He was a serious actor, with an understated cool attitude and brooding good looks. Reckless had flopped at the box office, which now made Aidan available. That’s the way it worked in Hollywood. There was a definite hierarchy. We sent Aidan’s agents the script and they expressed interest.

During our first meeting I remember thinking Aidan was very handsome, but worried he might be too somber for the role. This was a comedy; it needed to stay buoyant. Then I realized that there were already so many quirky, colorful, characters in the film, there needed to be someone to ground the story, to keep it from getting too zany. Aidan gave the role the right amount of edge and earthy bemusement to contrast with Rosanna’s slightly dizzy amnesiac.

There was another lead role that needed to be cast, the part of Madonna’s punk musician boyfriend, Jim. We held auditions where Madonna read against the top contenders to see how their chemistry would work. Some of the auditions got pretty steamy. There was a dialogue scene that called for a kiss at the end, and the next thing I knew the actors were down on the floor, making out. The casting directors and I watched with dropped jaws. It was certainly attention-grabbing and some of the actors left the casting office blushing, but with a juicy story to tell their grandchildren one day.

An unknown actor-bartender named Bruce Willis was one of the finalists and gave a great performance, but ultimately the role went to Robert Joy. Bruce would turn up again as the bartender at our wrap party on the last night of shooting, as cheerful and irreverent as ever. Two years later I would bump into him at a restaurant in LA where he thanked me.

“For what?” I asked.

He said that because he didn’t get the part in Desperately Seeking Susan, he had moved to LA to try his luck out there and was quickly cast in a TV series called Moonlighting. The show turned out to be a huge hit, which led to several action-hero movie roles and mega-stardom.

Two weeks before we were about to start filming, I found out I was pregnant. The timing couldn’t have been worse. My professional career was just beginning. At thirty-two, I’d been given a rare opportunity to direct a studio movie. I needed to be at the top of my game physically, mentally, emotionally. On the other hand, I wanted to have a child one day and was no longer young. But being pregnant was not an option I could consider. It wasn’t the right time. Or the right partner. So I made a decision that was right for me. I did not take this casually. I would have preferred to keep the whole thing private, but felt obligated to tell my producers. I can only imagine what went through their minds. It was a Friday, two weeks before we were about to start filming.

I’ve debated about editing this event out of my memoir. I’ve taken it out, put it back in. In. Out. In. Out. But finally I left it in to make a point. I’ve often wondered how this situation might have played out if my producers weren’t women. Or were less understanding. Or, if the choice I made had not been a legal option at the time.

The following Monday I was back in the production office, and two weeks later, on schedule, we began shooting on St. Marks Place on the Lower East Side. We had never been fully confident that the film was actually going to get made. Even during pre-production, we were waiting for a curtain to drop saying, “Just kidding. Everyone go home." But the camera was now rolling and I watched as Madonna, playing Susan, walked down the street wearing little white gloves and munching on Cheez Doodles. Some pedestrians stopped to watch, but few paid much attention. New Yorkers are cool and hard to impress. We were just another film crew on the streets of Manhattan. Madonna was not yet famous, so there were no movie stars to gawk at.

Ten shots down. Five hundred and thirty-five more to go.

This would be Madonna’s first film role, and our relationship was relatively straightforward and stress free. I liked the little details she brought to the role. One of my favorite moments took place in the bathroom at the Port Authority Bus Terminal. After arriving on a bus from Atlantic City, it was scripted that Susan goes into the restroom to change her clothes and wash up. While filming, Madonna suddenly flipped the nozzle on a wall-mounted air blower and used it to dry her armpits, turning this improvisation into a classic movie moment and, years later, a popular internet GIF.

My relationship with Rosanna was more complicated. There was an undercurrent of defensiveness on both our parts. This was the first time I was working with a young Hollywood star who was probably used to more stroking than I was giving. Her on-screen fragility and vulnerability were what made her past performances so moving, and she’d just come off the set of the latest Martin Scorsese film, After Hours. He was far more experienced than I at knowing how to make his actors feel special and secure. Also, he was an older man (seventeen years Rosanna’s senior). I say that because, in retrospect, I think gender and age were a factor. Young women directing young women was still a relatively new thing, and I would later come to realize that the job involved a lot of cajoling and ego massaging to get performers to do what you wanted (or needed) them to do. I had come from the rough-and-tumble world of low-budget New York indie filmmaking. During Smithereens, the actors were newcomers. We were all in the trenches together. There was no power hierarchy, no schmoozing. I was unskilled at hiding my feelings. I’m sure that whatever was on my mind was written across my forehead.

Unfortunately, once tension between an actor and director sets in, every creative decision, every suggestion, is viewed with mistrust and suspicion. That mistrust goes both ways, and when that cycle begins, it’s like walking on eggshells. The simplest feedback can become a defensive argument. That’s something they don’t teach you in film school. It’s not always easy to communicate with actors, which is why so many young filmmakers focus on the technical aspects of moviemaking. Those are the things you can control: the camera, lighting, production design, and editing. Dealing with creative people with egos and insecurities (as well as your own self-doubt) is a tricky maneuver that involves subtle negotiation and intuition. It’s also about trust.

I had a clear vision of how I wanted the film to look and feel, but hadn’t yet earned Rosanna’s trust. On top of that, she had signed on to star in a movie with a relatively unknown co-star when midway through production that dynamic totally changed. Madonna started to get a massive amount of attention, and the press began referring to the film as “The Madonna Movie.” In retrospect, I probably wasn’t sensitive enough to how Rosanna might have felt. I still had a lot to learn.

Then came the day I cried on set. In public. It’s unusual for me to cry in public. I’m not a crybaby and have a pretty high anxiety threshold. It would be the only time in my nearly thirty-five years as a director that would happen. “Stop it. Control yourself . . . Directors don’t cry!” I said to myself, pressing a fingernail sharply into the palm of my hand as a distraction. Then came that choked-up feeling I get in the back of my throat when I’m angry or upset . . . and I felt my eyes begin to tear. I don’t know what triggered this sudden flood of emotion. Anxiety? Exhaustion? Frustration that I didn’t know how to communicate with Rosanna?

It was the day we were filming a scene in the Port Authority Bus Terminal, where Roberta finds a key to a locker in the pocket of her pyramid jacket. If you’ve seen the movie, you’ll remember the scene. Roberta, suffering from amnesia, goes with Dez (Adian Quinn) to the bus terminal to find out what’s inside the mysterious locker.

What started the clash was a conversation Rosanna and I were having about amnesia. In real life, a person with amnesia might be terrified and totally disoriented. Amnesia is scary. But this was a comedy, so it needed to be played realistically enough to convey memory loss, but without destroying the lighthearted tone of the film. What began as a private conversation quickly escalated to a public argument in front of forty crew members and a hundred extras standing around watching. (Thankfully this was a decade before the internet. No one had a cell phone or could post a photo online!) Maybe if I’d been more experienced, I’d have understood her method and been more helpful. Certainly, we should have found a private place to talk. I was stressed. So was she. The assistant director was pointing to his watch and flashing me a cringy “let’s get moving” face. The crew and all the extras were in place waiting to shoot, and here Rosanna and I were, sitting on the floor of the bus station, stuck in an emotional loop.

Producers Midge Sanford and Sarah Pillsbury were on set that day and eventually joined in the conversation. Pretty soon we were all in tears. (Midge said: “There should be more crying on movies sets. It’s the female version of yelling.”) Long hours and a pressurized schedule can cause tensions to flare. But it was also because we all cared. We had worked so hard to get the film made and wanted to get everything right. Besides, crying isn’t a sign of weakness. It’s a sign that shows you don’t give a shit if your nose is running and your eye makeup is smeared down your cheeks, making you look like a rabid raccoon. I wonder, do male directors and actors ever cry together on set? Maybe they just punch the crap out of each other.

Eventually emotions cooled. We all took a deep breath and got on with our work. But sometimes the most exhausting moments on set are the ones that turn out best on film.

It took a little over nine weeks to shoot Desperately Seeking Susan. One of our final filming locations was the Magic Club, the set we created inside the Audubon Ballroom on 165th Street and Broadway. The place had long since gone to wrack and ruin and our production designer, Santo Loquasto, used the ballroom’s crumbling texture to create a nightclub set that felt magical and timeless. Ed lit the exterior with green and purple gels, giving it an otherworldly Wonderland glow. I remember seeing Rosanna sitting in a corner of the Magic Club while we were setting up lights for a shot. She was reading a script called Silverado, a Western that would become her next movie. I sensed she had mentally moved on. There was now pandemonium surrounding Madonna, since her album Like a Virgin was about to be released. In two weeks, she would be on the cover of Rolling Stone. A few months later, she would host Saturday Night Live and sell out Radio City Music Hall. I had never seen a career skyrocket so quickly. Just eight weeks earlier we’d been filming on St. Marks Place, attracting little public attention. Now the production needed security guards.

I wish I could have told Rosanna that playing Roberta Glass would bring her international fame and kudos. That it would be a film she’d be proud of decades from now. But whatever the cause of the tension between us, the push-pull resulted in a great performance, one of the best and most accoladed of her career. She would be nominated for a Golden Globe and win a BAFTA (the British Academy Award). But I wasn’t to know that yet, so I took a deep breath, preparing myself for a possible argument, then dug my fingernail into my palm and walked toward her to discuss the scene we were about to shoot.

We filmed our final shot on November 11, 1984. The production had gone relatively smoothly, with only a few minor hiccups. My spirit and confidence were still intact. I’d realized that directing is a physically and mentally exhausting job that is not at all glamorous, despite what outsiders might think. You find yourself shooting in lots of dirty rooms, breathing noxious fumes from oil-burning smoke machines in order to make a shot look pretty, and your face breaks out in a rash from all the grit and grime. I learned you drink tons of bad coffee, because Starbucks doesn’t yet exist and regular coffee was still lousy. You spend a lot of time waiting for lights to be set, cables to be laid down, and actors to get out of the hair and makeup trailer. Then you cram yourself into a tiny crawl space with six, seven, eight other crew members in order to get the perfect camera angle, trying to ignore the silent-but-toxic fart someone just expelled.

There’s ego massaging, psychologizing, and on-the-spot problem-solving. There’s shouting about “We’re losing the light” when the sun is rapidly disappearing below the horizon and day is turning to night and you haven’t finished filming the scene.

And I won’t say what I know or what was whispered about the personal relationships that sometimes develop on a film set. If there were any rumors floating around, they were just that, rumors, maybe mixed with a little truth and some wishful thinking. All I can say is that I now understood why actors, directors, producers, cinematographers, and various crew members sometimes find it difficult to separate their professional life from their personal life. It’s the occupational hazard of a job where the hours are long, the atmosphere is emotionally charged, and the production is shrouded in fantasy. A movie set is a world of make believe, where adults get paid well to play “let’s pretend.”

Yet, despite the stress, the commotion, and the occasional battle of egos, I loved almost every minute of it. And I can’t describe the euphoria I felt when the lighting was beautiful, the dolly move was perfect, the actors hit all their marks and said their lines with just the right attitude and feeling. When everyone working in front of, and behind, the camera was moving in sync like a beautifully choreographed ballet. You never know how the foot age will come together in the editing room, but I hoped the film would have a spark of magic, because I desperately wanted to do it again.

From Desperately Seeking Something by Susan Seidelman. Copyright (c) 2024 by the author, and reprinted with permission of St. Martin's Publishing Group.