Behind the Scenes: The Lion in Winter (Harvey, 1968) with Peter O'Toole and Katharine Hepburn

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15 Video Views·Jul 21, 2026
King Henry II's three sons all want to inherit the throne, but he won't commit to a choice. When he allows his imprisoned wife Eleanor of Aquitaine out for a Christmas visit, they all variously plot to force him into a decision.
This audio-visual film commentary has been extensively edited, dubbed and transformed by Serious Feather in an original and thoughtful manner for historical, cultural and educational purposes.
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My agent phoned up and said that Peter O'Toole wanted to meet me.
And he looked at me and he said,
those great blue eyes that he has, he said,
he said, I'm very interested in you playing Richard the Lionheart.
Couldn't believe it.
I said, who's in the film with you? He said, Catherine Hepburn.
It's Catherine Hepburn.
And it was wonderful.
I did the film test, he seems likely, he's right, you've got the part.
And it was just like that.
I'd never seen a film camera, I'd never been in front of a camera.
All my life I wanted to be in films.
I beg you to believe my reputation.
I am a constant soldier, a sometime poet, and I will be king.
So to start from my film debut with those two was quite an event.
My, what a greedy little trinity you are.
King, king, king.
Two of you must learn to live with disappointment.
Ah, but which two?
Let's deny them all and live forever.
Tusk to tusk through all eternity.
You know, it was a kind of showy, big, glossy historical movie.
Like, uh, The Unforgiven.
Pure, old-fashioned entertaining.
Fugitive, entertaining, line-o-meter, entertaining.
Your Grace.
Welcome to Sheenor.
But the one powerful, charismatic figure I'll never forget is O'Toole.
Because he was something unique, he was special.
He was, uh, he was extraordinary.
And he still is, I think, a real acting genius.
I deny you!
None of you will get my kingdom!
I'll leave you nothing that I wish you plagued
by all your children, break and die!
You're still the marvel of a man.
And you're my lady.
I remember feeling, uh...
I don't waste time by saying that I was nervous.
I was never nervous. I'm never nervous as an actor.
That's a waste of time.
So I wasn't nervous of her.
But I did manage to get my cloak caught in the door
and I fell over a few cables
because obviously, deep down, I was a bit in awe of her.
Leave you, madam, with pure joy.
Departure's a simple act.
You put the left foot down and then the right.
Mother!
Hush, dear mother, spiting.
At the end of the rehearsal, she said, uh, let's talk a moment.
So we walked off set and we had a coffee.
She said, uh, I'm gonna give you a few tips.
She said, don't act.
I said, what do you mean?
She said, don't act. You don't need to act.
She said, you've got a good face, you've got a good voice,
you've got a big body.
She said, don't act. She said, you don't have to.
She said, leave that to me.
She said, I act all over the place, she said.
She said, watch Spencer Tracy.
Watch the real American actors who never act.
They just do it, you know, speak the lines and show up.
And, uh, I took that advice as, uh,
the best advice I've ever been given as a film actor.
Well, that's how deals are made.
We've got him if we want him.
He'll sell us all, you know,
but only if he thinks we think he won't.
Why did I have to have such clever children?
But I remember that when she said, isn't it wonderful?
She said, we, here we are in the South of France,
um, being paid to do what we do,
being paid to play games.
And she told me, she said, don't any of you forget that.
She said, because this is movies.
This is the best you can be doing.
And, uh, that stayed with me for 27, 28 years,
whatever it's been now.
And I still do that every day when I go on set.
I think they actually pay me to do this.
And it's fun. It's wonderful.
A question about something that is always spoken about.
You have a daughter named Kate.
I do.
Who's actually here with us.
And Kate was born in 1960,
and it's always said you named her after Katherine Hepburn.
Is that true?
It is.
It is true.
But now, Lion and Winter didn't come until 1968.
So what was your earlier connection to Katherine Hepburn?
Am I being indiscreet?
No.
One would assume that you named it
because of the Lion and Winter and Katherine Hepburn.
So tell us the story.
I was in a play called The Long and the Short and the Tall,
playing in London.
And it was after the show, and I was washing my hands,
and bang at the door.
And I said,
Come in, but for Christ's sake, shut that door.
Oh, certainly I shall shut the door if you insist.
Hello, how do you do?
My name is Katherine Hepburn.
I have come to...
Oh, my God.
And that's how we met.
She had done a film with David.
Summertime.
And from 1958, never stopped being my advocate.
She was a great encouragement to me and great fun.
We knew each other simply as friends.
And as your great champion.
And as my champion.
And Spencer died, as you know.
Spencer Tracy and Kate were together for many years,
and she loved him dearly.
And he died,
and Kate was the widow who couldn't mourn,
for obvious reasons.
And I heard that she was in Martha's Vineyard,
and a script came my way called Lion and Winter.
I thought, I'm going to send it to Kate and see what happens.
I had no high hopes at all,
but it was my picture.
I mean, I could...
I did the picking and the choosing,
and who was in and who was out.
You can get an awful lot done if you don't take credit,
you know that.
Yeah.
Yeah, yeah.
So I sent it off to Kate with no high hopes.
There were only two other actresses I could think of
who could see it.
One was Vivian Leigh,
and the other was Margaret Rutherford.
Margaret Rutherford, that would have been great.
Wouldn't that have been great?
That would have been the best, yes.
Oh, Henry.
And the phone rang in my house in London,
and I picked it up and a voice said,
do it before I die.
That fast?
And it was Kate.
That fast, like that.
Who could I have chosen to love,
to gall you more?
There's no one.
Time hasn't done a thing but wrinkle you.
Hasn't even done that.
I've born six girls, five boys,
and 31 connubial years of you.
How am I possible?
There are moments when I miss you.
Many.
Do you doubt it?
That's my woolly sheepdog.
And was she easy to work with?
I will give you 60 seconds in which you are to be word perfect,
and I will not give you another minute, pig.
I have come here now,
and I am 10 o'clock in the morning,
I am perfectly ready to work.
Where is everybody?
I told everybody off.
Delightful woman.
The best of America.
My agent put me up for it,
and I went to meet Tony Harvey,
and then I met Peter,
and we talked about various things,
including Peggy,
because he'd just fairly recently done
Taming of the Shrew with Peggy.
And then I was cast,
so I don't remember actually doing a test.
I don't think I did.
Well, I just wanted to do a movie.
I'd done one movie,
but I wanted to do the movie I liked.
Well, I suppose the thing I saw in him
was his very scheming,
ruthless, cold mind.
Well, I met Peter in a house in Belgravia somewhere,
and as I say, we talked about various things.
And his blue eyes,
and his vitality,
and his intelligence,
and his sense of humor.
And Catherine, we first met,
we being the boys,
Tony Hopkins and Nigel Terry,
and I had lunch with Catherine in Soho
with Peter and Tony Harvey.
You know, one finds a camaraderie,
one finds a friendship,
usually with any cast.
But I had the advantage of knowing Tony
from drama school days,
and so we'd been friends for some time then.
So that was already established.
Catherine, she was very, very easy to work with,
because all you had to do was listen,
and because she's very, very good.
She was very serious,
and she was then in her early 60s, I think.
And so went to bed early,
and got up very early,
and was absolutely immaculate.
The difference between screen acting
and theater acting
is the difference between coal mining and needlework.
It's a totally different thing,
and you're required to do a very, very different...
It's an emotional thing.
You're required to open up
and allow the camera in to you,
whereas in the theater,
you have to go out and hit it right at the back
and get the whole house.
And I think I saw a brief bit of film
of Michael Caine giving a master class on screen acting,
and it was brilliant, absolutely brilliant.
And it is totally different.
Well, for the time,
its budget didn't see its way down to the boys.
But as Joe Levine said,
I think you'll get bigger money next time.
But it was fairly big.
Yes, it was big enough.
Joe Levine was one of those old-time producers
who knew how to make films.
So when his line producer came to him
and said, actually, we've got to stop the film,
we've got to rebuild the set,
because of the light,
Joe would say, yes, fine, rebuild it.
That was because Slocum had seen
that the set outside at Bray Studios
cast a very strong shadow on one part of the set
so that you couldn't film in that direction at all
for 2 hours, 2 or 3 hours,
because the shadow it cast on the set
couldn't be broken down by other lights sufficiently
for it to not look like what it was.
It made it look like a set.
And in those days,
if you were on a big-budget picture,
those sort of things were attended to.
I mean, Slocum was an absolute master,
brilliant, brilliant lighting cameraman.
Well, he's one of the really top lighting cameramen.
He was somebody who gave me
one wonderful piece of advice,
which was, before a take,
when the bright lights suddenly come on,
don't look at them,
but keep your eyes sort of shaded.
But then before the take, before it starts,
make sure you open them wide
and get the light on them.
And to keep your eyes as open as possible
and as still as possible.
So that was a real technical tip that he gave me.
But he would spend 2 hours lighting a shot,
you know, just a set-up, one set-up,
and it would look absolutely wonderful.
There's a shot which I think is
peasants walking across a field early morning.
No, not early morning, at night.
In the evening, when the sun is just going down.
And I think Douglas shot it in the morning first,
with the sun just coming up.
But to me, it absolutely captured
what I imagined to be the Middle Ages.
Well, in as much as, you know,
one's pleased with a performance.
Yes, I was. I was very excited about it all.
I thought, you know, it was all absolutely extraordinary.
I hadn't seen any rushes,
or I don't think blow-up was even out by then.
So I hadn't seen myself up on the big screen,
and I hadn't sat in an audience
and seen myself up on screen
speak a line and get an absolute belter of a laugh.
And that was all very exciting,
going to sort of premieres and all that stuff.
And I have very fond memories of working with O'Toole
and Hepburn and all of them,
Tim Dalton and, you know, everybody.
I got a call out of the blue
from my assistant, who was in England.
I was in Hollywood, saying that Tony Harvey
wanted me to edit Land in Winter.
It was with, as I thought, she said,
with Audrey Hepburn and Peter O'Toole.
Both names appealed greatly,
and the subject matter appealed.
I don't ever remember being sent a script.
I got back to England.
I left for film a little bit early,
came over to start work,
and to find that it was,
to everybody's eternal gratitude,
was Catherine Hepburn and not Audrey and O'Toole.
And from then onward,
that's when things kind of took off.
During the filming, I didn't have
very much interplay with Peter.
Catherine and I met several times
and was always absolutely delightful.
I was considerably in awe of her.
But she was always tremendously encouraging,
unbelievably enthusiastic,
and she, of course, was the reason,
I think, more than anybody else,
or anything else, that resulted in
Tony Harvey directing the film.
She had seen a small film
Tony had made called Dutchman,
which he did on a budget of God knows what,
say £5,000, £10,000 at the time,
and had been duly impressed.
And she persuaded Tony that
Tony Harvey would be a wonderful director
for Lion and Winter.
So their influence was enormous.
Tony obviously went on to direct.
I was very lucky.
I didn't really have that much experience,
though I did have my, you know,
couple of good films behind me at that time,
and I was pretty young.
But I was also taken on board,
and the rest is history.
I was in America and very sadly missed
a rehearsal that was taken
at the Haymarket Theatre for the entire cast.
I believe my assistant, I checked recently,
my assistant did actually go to it,
which was wonderful for her,
but I was just simply not available.
I would love to have done that.
It's rare to be given the chance
to do something of that nature as an editor.
You're usually taken on really from the moment
the film starts shooting is normal,
occasionally beforehand.
And it's rare for a director or producer
or anybody else to think in terms
that it would be rather useful, helpful
for a director to be present at a run-through.
I mean, the run-through happened to be
at the Haymarket Theatre.
It might just as well have been
in any rehearsal room anywhere.
But the principal idea of attending one
for an editor is wonderful.
I did do that when I did a film
called Chorus Line many years later,
and it was incredibly helpful
in understanding the mechanics,
if you like, of what was happening
and what was going to happen.
Night and Winter had quite a big budget,
but I really cannot recall,
in fact, I don't think I ever did know
what the budget was on the film.
But as such, it never affected
the way I approached the film
or anything else.
And in a strange way,
that never does happen in the cutting room.
You just get on with the job in hand.
And at a certain stage,
you are told and learn
what the budget was or is,
and it may or may not affect
how you approach it,
but effectively, no, a job is a job,
and you get on with it.
Tony Harvey, the director,
was a very distinguished editor,
and all the things that
was the most daunting on the film
was the fact that he had
such a tremendous reputation
for a very good reason.
He'd edited for Stanley Kubrick
and other very distinguished directors,
and it started at a very, very early age.
So the idea of editing for another editor
was kind of intimidating,
and I started very well with Tony.
I remember I cut the first scene
that I had edited and showed it to him,
and he was absolutely over the moon.
So I thought,
wow, this is going to be wonderful
if we really hit it off.
Well, unfortunately,
the next sequence I showed to him
a little bit later,
and Tony was quite demonstrative
in his feelings,
and I sat next to him
as he sort of virtually stamped his feet,
and I could tell there was
a certain amount of displeasure.
So now we never really went on to it,
except he did say,
which was another expression
which I grew to fear.
I thought, well,
I know exactly how it should be.
That's not a good thing to tell an editor,
and the thing is that one editor
is saying to another editor,
I know how it should be,
and you haven't done it right.
But time passed.
I continued on the film.
I think I didn't show him
very much material for a little while,
and I think the next time I did,
and he seemed to be quite happy,
but I decided that I had to
have a face-to-face confrontation
or discussion at least with Tony.
And we were in France on vacation,
and I went to the set,
and I waited until Tony was between shots,
and I could have a little chat with him.
And I said, Tony, you know,
I don't think things are working.
I'm thrilled when I show you a sequence,
and you also are delighted.
But it seems that if I cut anything
which isn't as you had imagined it,
it seems to be an unmitigated disaster.
And so I said,
Tony, if I'm going to be allowed,
and you want me to continue
to work on this film,
you've got to allow me the freedom
to express myself
and try to give you ideas.
And I can only say at this stage
that if in the whole course of the film,
and bearing in mind that you always say
you know exactly how a scene should be edited,
that there's just one idea I give you,
and it's worth the whole time.
And Tony took it on board,
and in the sort of traditional happy,
everybody lived happily ever after,
we then established a wonderful relationship.
It could not have been better.
And from that moment,
yes, we literally had a marvelous time,
and Tony did allow me to express myself.
And I would always say to Tony,
if you didn't like something,
you know exactly how it should be,
so be my guest.
Now we then had a marvelous time,
marvelous relationship,
and that continued through to another two films,
I think it was.
It would have been more,
but things called me away.
When one looks back on a film years later,
I think, well, directors invariably say
they can't bear to look at their films
because they would have done everything
in a different way.
Whether it's actually true or not,
I don't know.
I look back on it now,
and I think it,
what I will say strongly
is that the style of it suited the material,
was faithful to it.
I think it was well constructed
and had a very fine dynamic,
which is possibly the most important thing
that an editor can control over a film.
However well any individual scene may be edited,
what matters in the end
is that the whole piece is cohesive,
has a dynamic, has a flow,
and has the ups and downs provided,
obviously that the script will allow it
to a large extent,
but times in a correct way
to allow the big moments,
exciting moments if you like,
though excitement isn't particularly a word
I suppose one would use about
about land and winter,
but allow them to simply come into the film
and be there at the right moment.
And I think the film achieves that,
and I guess I'm quite proud of that.
