Funny Business

Justin Zackham and Clay Pecorin like to joke around—a lot. But for these Greenwich High buddies, producing and directing movies with the likes of Robert De Niro, Jack Nicholson, Diane Keaton and Morgan Freeman is reason enough to put on an adult face.



photographs by Fran Collin and Visko Hatfield

Meet filmmaking partners Clay Pecorin and Justin Zackham, friends for more than twenty-five years, since their days at Greenwich High School. In their early forties, they’re both family men. Both confess to marrying beyond their merits, and have young children. Among the attributes that they share is a likeminded sense of humor, which they proudly classify as “boorish.” The actress Diane Keaton, who has come to know them, likens the pair to Laurel and Hardy. “They should just forget about movies and go out on stage and have a comedy team,” she says.

A large part of their existence, in fact, is devoted to harpooning each other with insults and vying to undo one another with everything from gleeful revelations about the most private of medical afflictions to the issuing of whipped cream pies right in the kisser. “As publicly as we can embarrass each other the better,” says Zackham, who lives in Southern California and is the operation’s creative impresario.

Not all of the broadsides, however, are about the funny. As often happens in creative endeavors, the pair has had their share of authentic donnybrooks. “There are moments when we want to kill each other,” admits Pecorin, a Riverside resident, who oversees the financial side of their enterprise. “But you know what? A minute later we’re having a beer laughing about it. We say things to each other that would completely not be legal if it was a real business. We’d both be sued by each other for some of the things we say.”

Their six-year-old company, very much a real business, is called Two Ton Films, in tribute to their mutually expanding middle-aged waistlines. Fittingly, its logo depicts twin elephants standing rump to rump. “That’s because we’ve known each other so long we have nothing nice to say to or about each other except for how fat the other one is getting,” explains Zackham.

“People who see us are always amazed at first because we’re so mean to each other. But it’s one of those things: You don’t make fun of people you don’t love. We go at each other just because it’s so much fun. We get serious stuff done, but there’s always an adjustment period for people working with us.”

One of the serious things that they’ve recently gotten done is to complete their first feature film, The Big Wedding, which was shot in Greenwich two summers ago and has its moment of truth in theaters this spring. The dramatic comedy’s budget of more than $30 million was modest by Hollywood standards, with much of that sum paying for the venerable cast. Zackham’s script and Pecorin’s wheeling and dealing brought four Academy Award winners—Keaton, Robert De Niro, Susan Sarandon and Robin Williams—into the fold, along with luminaries from a new generation in Katherine Heigl, Amanda Seyfried and Topher Grace. Equally impressive, the partners marshaled this mélange of talent and ego through a narrow shooting schedule of thirty-two days. In an industry that’s notorious for projects being overdue, over budget and laden with headaches, they finished on time, under budget and with hardly a hitch. Not bad for a couple of comedians.

Written and directed by Zackham, The Big Wedding is the story of a family celebrating the nuptials of their adopted son. The catch is that in an attempt to avoid upsetting his highly religious biological mother, the young man asks De Niro’s and Keaton’s characters, who have long been divorced and loathe each other, to pretend they’re still happily married. In the tradition of Billy Wilder, Nancy Meyers and any number of directors and films that Zackham admires, complications ensue.

How the production will fare at the box office is anyone’s guess. The movie industry saw some growth last year after a couple of years of worrisome decline. Superhero and action flicks can be thanked for much of that. But a still balky economy and the siren song of video games and other alternatives to the cinema continue to crimp the bottom line. Big-name actors, meanwhile, who The Big Wedding are banking on, are no longer a surefire attraction. And old-school stars, even with fresh-faced talent alongside them, don’t always appeal to younger filmgoers.

Pecorin and Zackham’s movie has a lot going for it, not the least being its powerhouse marketing and distribution partner, Lionsgate Entertainment, which is betting millions on its success. Proper positioning and spreading the word are critical, but intangibles also loom large. “They’re in good hands, that’s for sure,” says Paul Dergarabedian, an analyst with Hollywood.com, which tracks box office information. “The bigger issue is if there’s an audience for an adult drama like that. And I guess they’ll find out.”

A Dog Can't Be a Horse

A couple of years ago, as preparations got underway to shoot The Big Wedding, Pecorin and Zackham were asked where they’d like their respective trailer-offices to be located on the set. Given their different responsibilities it seemed only natural that the men should have separate quarters. That is, to everyone except them. “We were like, ‘We’re going to stay in the same office,’” Pecorin remembers. “It’s just who we are. We want to be with each other and hang out with each other.”

Usually they’re separated by 3,000 miles of America. Still, they’re on the phone ten times a day and as often as not they’re jawing about something other than their labors, like their weekend or the kids. “We’re two really good friends who happen to be in business together,” Pecorin explains.

The pair had long talked about trying some sort of venture together, not necessarily in films. But when Zackham had a true-to-life rags-to-riches experience, they decided to take the leap. For fifteen years, Zackham had been in Hollywood struggling to make it as a screenwriter. Then, in contemplating a list he had compiled of all he wanted to do before he died, he came up with an idea for a script, which he noodled over for a month and then pounded out in two weeks. The story was about two men of a certain age who were dying of cancer and who set off with checklist in hand to live their dreams before they “kicked the bucket.” The Bucket List, as he called it, was rejected all over town. Forty-eight producers—couldn’t the guy take a hint?—told him “No, thanks.” Finally, one of Zackham’s contacts from a major studio asked him, “In a perfect world who would you want to direct this movie?”

“Well, Rob Reiner would be pretty cool,” Zackham replied.

OK, his connection told him, he’d send the screenplay along to Reiner’s agent and see what happens.

“Not long after, I get this phone call,” Zackham recalls. “I was walking back from the gym and I hear, ‘Hello, this is Rob Reiner calling. I’ve read the first ten pages of your script and if it’s OK with you, this is my next movie.’”

The Bucket List, starring Jack Nicholson and Morgan Freeman, came out in 2007. The movie proved to be a solid success, earning $93.4 million domestically and $175.4 million worldwide. Beyond coining a phrase that became part of the vernacular—who doesn’t know what a bucket list is?—Zackham had written his ticket to the big time. Now he was flush with work. And though he sheepishly admits that he replaced his old Volvo with a new BMW, he wanted more than to simply be a working screenwriter. In an increasingly conglomerate-ruled Hollywood studio system, he wanted greater creative and financial control.

Enter his old chum Pecorin. He had worked as a headhunter, sold advertising for magazines, then shifted to raising capital for business deals like real estate or a concierge health service. But now, as his work increasingly brought him to Southern California, he and Zackham got talking more and more about starting a film production company. “I thought it would be cool to be involved,” says Pecorin. “What I learned after reading a tremendous amount of scripts is that Justin is just a little more talented than everybody else, which by the way I would never tell him to his face. And we decided, let’s take a run at this.”

Playing off of Zackham’s success with The Bucket List, their goal was to produce their own television shows and movies, the way they wanted them done, without a dozen suits from a studio interfering at every turn. And while Pecorin had no experience in the entertainment industry, he figured that getting investors for a movie couldn’t be much different from what he was already doing. “I thought if I raised money for health care and real estate, why can’t I raise money for film?” he says.

Like racehorses and Florida swampland, movies are a stereotypical bad investment. But by hedging risk, Pecorin learned, one can do it responsibly. It starts, of course, with a good script. The next step is to raise enough capital to make an offer to a major star or two, then lock them in. (De Niro, according to The Hollywood Reporter, received between $4 million and $5 million for The Big Wedding.) Every star, meanwhile, has a certain popularity in foreign markets, which translates into a given price that foreign distributors will pay for the films that they are in, sight unseen. So it is that Pecorin and Zackham sell the foreign rights before they even shoot their movies, thereby covering most of their costs. Shoot the film in a state like Connecticut, with its enticing tax incentives, and the risk shrinks even more.

Their friendship, which the pair liken to kinship, might well be the team’s biggest asset. They have an innate trust in each other and an unmitigated respect for one another’s expertise in their particular domains. “Our joke is that I can’t count and he can’t read, and it’s not that far from the truth,” says Zackham.

And though they like to shout and call each other names, they also have a facility for getting past their professional differences. “We have an agreement that our friendship comes first,” says Pecorin. Eventually, one or the other gives in. Or they scrap the matter and move onto the next project. Or they set the issue aside and revisit it later from a new perspective.

Consider the time that Pecorin found a potential backer for their next movie, Nubs, which is based on the bestselling children’s book about a stray dog in Iraq and the marine who befriended him. “I had an investor in the Middle East who had put money into the last Mission Impossible,” says Pecorin. “He said, ‘Clay, I will give you $2 million and you do whatever you want with it, but you must make the dog a horse.’ I said, ‘What?” He goes, ‘You must make the dog a horse. I do not like dogs.’

“So I called Justin and I said, ‘Hey Bud, I’ve got good news. We’re funded. But you’ve got to change the dog to a horse.’ And he was like, ‘You are out of your mind. I’m not changing it to a horse.’ I was like, ‘God, I spent all this time! Change the thing to a horse, who cares?’ Which I understand is ridiculous, but at the same time it’s not easy to raise money for a film. So sure enough, we have this argument. I’m pissed and he thinks I’m ridiculous. In this particular case he was right.” (Pecorin ended up finding funding elsewhere.)

Then there was the day during the filming of The Big Wedding that Zackham decided that he wanted a crane for a shot at Burning Tree Country Club and Pecorin said no way, that no money was available for that. One intemperate remark led to another, and pretty soon they were lashing into each another. “Everyone in the office was looking at us like, ‘Oh, my God,’” says Zackham. “So we go outside, and within two minutes we’re cracking up.

We go back inside and everybody is looking at us and we’re cracking up hysterically. Our line-producer came in and asked, ‘Are you guys on something?’ We said, ‘Hey, we’ve been friends since we were kids; it just is what it is.’”

It all shakes out in a neat balancing act between artistic passion and financial reality. “I am always going to be the guy who’s trying to make the dog movie a horse movie and he’s always going to be the one who keeps me grounded on that,” says Pecorin. “He’s always going to be the one who wants to spend three times as much on different camera angles, and I’m going to be the one telling him that we have an investor we have to protect. But ultimately we both want to make a good movie.”

Boys to Men

As youngsters, they came from different parts of town. Pecorin’s late father was an executive with the Lillian Vernon Corp., a catalog company; and his mother, Elsie, is the manager of Weichert Realtors in Greenwich. The family had moved quite a bit—Illinois, Wisconsin, Florida—before putting down stakes in Milbrook, then later backcountry. Pecorin, the youngest of three children, was twelve or thirteen when they arrived in Greenwich and remembers the challenge of trying to figure out who his friends would be in this strange new place.

Zackham, too, had to make big adjustments at a young age. His father, now deceased, was an art dealer named Edward Eglowsky; and his mother, Gillian Zackham, worked for a corporate gift company, among other jobs. They lived in western Greenwich, near the old Byram School, early on, but when his parents divorced, Zackham’s mother took him and his younger brother to live in Riverside, and Justin switched to his mother’s surname.

It was at Greenwich High in the late eighties that Pecorin and Zackham’s friendship took root. There, they were part of an eclectic group of friends that defied quick and easy labels. Some played sports—Pecorin, for instance, was a swimmer—but they were neither jocks nor brainiacs nor burnouts.

If anything would define their crowd, it was the bonds that they formed. Pecorin and Zackham are among a dozen male friends—and one honorary female, Kate Larkin Laverge—who graduated in 1989 and who have maintained their ties through college, work, family demands, and all the changes that typically cause friendships to fade. They call themselves “the Fellas,” and they come together for everything from weddings to funerals of parents to vacations. Many of them work in finance or sales. A good number of the Fellas still live in Greenwich.

“It’s part of all our identities that we’re so close to this day,” says Laverge, a media executive in London. “These guys really treasure their friendships. They’re not overly sentimental by any means, but they make time for their friends.”

(Pecorin, it should be noted, also married a Greenwich girl, Eva Sucic, from the GHS class of 1990. Their house is often the gathering place for their pals.)

After high school, Pecorin went to Clemson University, and Zackham, after a couple of detours, landed at New York University’s film school. While most of the Fellas began building their careers and starting families, Zackham marched to a different drummer, moving out west to try to make it in Hollywood.

Back then, he drove a warhorse old Volvo, which he facetiously dubbed the Silver Bullet, and he paid his bills by tending bar. When he could, he worked on crews for commercials and helped others with their movies. He tried acting, even getting a screen test opposite Kelly Ripa on All My Children. He also wrote, produced and directed a best-forgotten fraternity-house romp called Going Greek.

Though Zackham was pursuing his dreams, it was hardly the stuff of “Lost Generation” Paris. “It’s not a Hemingway novel,” he says. “There’s nothing romantic about saying, ‘Excuse me, Mr. Landlord, can I have another couple of days to pay the rent this month?’ There’s nothing romantic about having $40,000 in student loans. You’re just hoping to get out of it, truthfully.”

The Fellas would invite him to join them on vacation trips and Zackham would beg off, not wanting to admit that he simply couldn’t afford it. When he came back to Greenwich, he felt out of step with his companions. “I remember going home and one of my friends had a Lexus SUV and two kids, and I was bartending in L.A.,” he says. “I was maybe twenty-nine at the time, and I just couldn’t believe that one of my friends had the money to afford a Lexus SUV.”

Some of the Fellas teased him and told him to get a real job while others grew concerned, says Laverge. “Whenever you asked Justin what he was doing when he started out in L.A., you’d get a list of five or six projects he was working on,” she recalls. “Then you’d visit him and he was waiting tables.”

In his heart, Zackham knew he was capable. Whether he got a chance to prove it was an altogether different matter. “I always felt like I was good enough,” he says. “And truthfully for a long time I thought I was good enough and I definitely wasn’t. But the question I always wondered was, ‘Will I be lucky enough?’ I wondered if I would be one of the people who just wasn’t that lucky.”

Of De Niro and Pie Fights

A couple of weeks before production was to commence on The Big Wedding, Zackham received a call from Diane Keaton about the shooting schedule. (Keaton had been the first star to sign on to the movie, which lent it the credibility to get Robert De Niro. This opened the door to getting others, even at less than their usual pay.) Zackham says the Annie Hall star was worried: “She goes, ‘Thirty-two days! You can’t shoot this movie in thirty-two days with all these celebrities, with all this dialogue. There’s no way. You can’t do it, man! You’ve got to get more time, you’ve got to get more money!’

“I was like, ‘First of all, Diane, I just want to say thank you for scaring the hell out of me before I do my first big movie. And secondly you are totally wrong.’”

Zackham, as it turned out, was totally right. The production, which was shot at a home on Stanwich Lane in the backcountry among other sites around town, was mostly devoid of problems like costly overtime or stars storming off the set. Largely because Zackham and Pecorin had prepared so well and hired good help, all the moving pieces and parts—they are legion with a big movie—fell into place.

Diane Keaton doesn’t remember being overly concerned about the shooting schedule. What she does recall, however, was Pecorin and Zackham’s comic back and forth and a happy set all the way around. “It really had a great atmosphere and that doesn’t always happen on movie sets; frequently it doesn’t,” she says. “People take themselves very seriously. But Justin and Clay just wouldn’t let us get away with that.”

There were cakes for everyone whose birthday rolled around during shooting, cast and crew alike, so many in fact that Pecorin started to simmer over the cost. One day a pie fight broke out. Another day, Zackham, his first assistant director, and cameraman donned bright red capes a la Superman. For reasons unexplained, Zackham directed one scene involving Katherine Heigl (who grew up in New Canaan) with a pink bow in his hat and a green ribbon attached to his nose. Some of that was Zackham being Zackham. And some of it was to keep the crew engaged and happy. “You’re having fun, so they’re having fun,” he says.

Given that the film was about a family, it was important that there be a family atmosphere on the set, says Topher Grace, who plays the biological son of Robert De Niro’s and Diane Keaton’s characters. Grace, who grew up in Darien before going on to star on television’s That ’70s Show and then in movies, never mentioned to anyone that his thirty-third birthday happened to fall during the shoot. That day, Grace was more concerned about a scene that he had to perform with Keaton, whom he has long admired, that he especially wanted to do well. When the moment came, Zackham asked if he was ready, then said, “Rolling.” But instead of the scene Grace was expecting, out came Keaton carrying a cake and serenading him with “Happy Birthday.” Says Grace: “That’s not every set. Do you know what I mean? Having Diane Keaton sing you ‘Happy Birthday’ doesn’t happen on every set.”

Before shooting began, Pecorin and Zackham held a dinner for the cast at Polpo. “This was the kind of movie that was supposed to be fun,” says Grace. “So we owe a lot to them for taking us out even before the film started and getting us in the mood.” And the bonding continued throughout the summer as assorted combinations of filmmakers, actors and crew would get together, often on Friday nights. For Zackham, it was a challenge not to be intimidated by the collection of stars who had not only acted in some of the greatest movies ever made but directed as well. He was often so anxious to get going that he’d buttonhole his cast while they were still rubbing the sleep from their eyes. “I’d be in the makeup trailer bright and early at six in the morning,” says Keaton, “and he’d come in with a huge bagel, eating away and talking to me while they’re putting my hair in rollers and doing my makeup. You couldn’t get rid of the guy. I thought, OK, is he ADHD? Something is wrong here. Something is terribly wrong.”

Truth be told, Zackham handled his iconic cast with an admirable mix of humor, respect and authority. On the only day of rehearsal, with just a limited number of scenes they could go over before filming, Susan Sarandon questioned Zackham about her character’s diction in the opening scene, saying the word “heretical,” as it appeared in the script, was all wrong. That, in turn, led to her voicing other concerns. And as Zackham tried to placate her, he noticed De Niro and Keaton wandering off to the side to chat. He’d barely gotten started and already he felt his cast was slipping away.

“I’m standing there literally thinking, ‘I’m so screwing this up right now,’” Zackham says. “And Susan is going on about this scene and that scene and finally I’m like, ‘Susan, stop. I hear you. I promise that I will go home and I will find six different words and I will find a bunch of different ways to make this scene work for you. But right now we need to rehearse. So let’s put a pin in that and let’s just get going on the scene.’ And Bob and Diane came back and the rest of the day went great. I went home that night, I wrote up a bunch of different things for Susan, and the next day Susan was like, ‘Ah no, heretical is fine.’ At that point I earned her trust because she wanted to know, ‘Is he someone who’s going to stick up for himself?’ It was definitely trial by fire.”

By all accounts, Pecorin and Zackham aced their first major test: They made a big-time movie with big-time stars with the money and time they were allotted. What’s more, their investor, Avi Lerner’s Millennium Films, has already seen a profit, on paper at least.

Ahead, however, waits the acid test. On April 26, The Big Wedding opens in theaters around the country. Low attendance won’t sink Pecorin and Zackham’s ship, but favorable box office numbers will make the kind of statement that Hollywood power brokers, would-be backers and actors best understand. “I don’t think our careers live or die by this film,” says Pecorin. “But if it does $40 million or $50 million, it certainly helps us tell our story.” (The Fellas, who all traveled to Los Angeles to be with Zackham for the premiere of The Bucket List, are looking forward to their return to the red carpet.)

Pecorin and Zackham, meanwhile, hope to start shooting Nubs, about the dog and the marine, in New Mexico by the fall. Not long ago, the two got into a tiff about something or other having to do with that project, and in this instance Pecorin proved to be right. As payback, Zackham went back to the script and changed the name of a dog that gets eaten by a desert lion, now calling him “Clay.” “He was an annoying little dog who never shuts up,” Zackham says. “The only way he’s not similar to Clay is that the dog is little.”

Another best-selling book that they have an option on and intend to turn into a film is How Starbucks Saved My Life, about a once well-off advertising executive who ended up working as a barista. In an individual project, Zackham wrote the script for the movie One Chance, which is expected to be released later this year by the Weinstein Company. It’s about Paul Potts, who went from mobile telephone manager to opera-singing winner on Simon Cowell’s Britain’s Got Talent.

Two Ton Films was behind the creation of the short-lived FX television series Lights Out, a boxing drama. The pair is pursuing other TV projects as well, including a dramatic series about life on a Georgia plantation in the period around the Civil War, a sort of American answer to the popular British program Downton Abbey, which in the United States is seen on PBS.

Ask Pecorin and Zackham about their ultimate dream and they’ll talk about bigger budgets, or being able to make a film without a requisite big star, or having the freedom of a Woody Allen to produce their films regularly and just as they envision them. But then again, they agree, life ain’t bad. They’re two guys from Greenwich whose lives in many ways have become one big buddy picture. Their ultimate dream? “We’re kind of doing it now,” says Zackham.   

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