Heard the one about the three-armed comedian? Here's the untold story of the cult film The Dark Backward

Writer-director Adam Rifkin has made a diverse array of films, from 1994’s thriller The Chase, to 1999’s KISS-oriented comedy Detroit Rock City, to the upcoming Burt Reynolds-starring Hollywood tale The Last Movie Star. He also penned Mouse Hunt and co-wrote the Joe Dante-directed Small Soldiers. But there is a part of Rifkin’s heart which will always belong to one of his very first films, 1991’s deeply strange The Dark Backward.

“The Dark Backward is and forever will be my sentimental favorite,” he says. “It is the only thing I ever wrote that isn’t influenced by outside voices. Every script you write, to some degree, is influenced by the business at large. Is this a financeable story? Is this character a castable character? Who is going to want to see this movie? With The Dark Backward, I was totally naïve to all of that. I did not understand that that’s how Hollywood worked at all. I wrote it purely from my heart. It was something I wanted to write because it was something I wanted to see. Because that will never ever happen again, that’s why it holds such a place in my heart.”

The Dark Backward stars Judd Nelson as a shy garbage man-cum-terrible standup comedian named Marty Malt who grows a third arm on his back and the late Bill Paxton as his larger-than-life friend, co-worker, and sole booster, Gus. The movie’s supporting cast includes James Caan as a doctor, Lara Flynn Boyle as Marty’s horrified waitress-girlfriend, and Wayne Newton as a showbiz agent who thinks Marty’s malady can be turned into money. “I never anticipated in a million years that we’d be able to attract the cast we attracted,” says Rifkin. “It was more of a shock to me than anybody.”

On Jan. 31, The Alamo Drafthouse in Brooklyn, NY, will screen a double bill of The Dark Backward and Detroit Rock City with Rifkin in attendance as part of the theater’s “Weird Wednesday” programming strand. Below, the filmmaker recalls how he made one of the most bizarre movies in cinematic history.

ADAM RIFKIN: The Dark Backward was the very first screenplay I ever wrote. I came out to L.A. from Chicago with big dreams of making movies. It’s what I’ve always wanted to do ever since I was a little kid. When I wrote it, I was 18, 19 years old. I was trying to figure out what I was going to write for my first script. A friend of mine was pursuing a career as a stand-up comedian and I went with him to an open-mic night. He was so bad, and the experience was so uncomfortable, so depressing. I thought, You know, this could be a fun thing to explore for a screenplay.

I knew I wasn’t going to get a lot of money. I thought, Well, if I can write something that feels unique or original in some way I can make the ideas the production value. That’s when I came up with the idea of having him be a bad stand-up comic that grows a third arm out of the middle of his back. I’ve always loved movies, all kinds of movies. One type of movie that I’ve always felt a kinship with were cult movies. We all know what the classic cult movies are and I used to watch them all. I thought to myself, Well, if I make a movie that’s unusual, and kind of oddball, and kind of weird, maybe it can sort of be seen in a similar context, maybe it can stand out from the usual run-of-the-mill movie that gets made as an independent film. So, that’s why I had him grow three arms and that’s why I wanted to make it kind of off-beat.

We tried to get the movie made many times and we never could. Everybody said it was too weird and that it would never make money. But Judd Nelson read it and was insistent that he get to play the part. I didn’t think Judd would be able to pull it off. I mean, Judd was a big star at the time but he was known for playing tough guy roles. You know, when I pictured Judd Nelson, I pictured him as the burnout character in Breakfast Club. I said to the producer Brad Wyman, “I don’t see how Judd Nelson can play the most crippling nerd in the world.”

Judd was so determined to play the part, he wanted to audition for me. So, what we did was, he got in disguise, and he went to do all these different open-mic nights at all these different comedy clubs around L.A., and he did the routines that were written in the script. They were so unfunny, and so awkward, and he was so bad, and the audiences had no idea what the hell was going on when they were watching this. I thought, Alright, he’s great. I mean, to put himself through this kind of humiliation to prove to me that he could play this part — how could I cast anybody else? So, I cast him. Judd Nelson was a big enough star that just his name attached to a project instantly funded it.

Bill Paxton, I just loved from Near Dark and from Aliens. I was absolutely determined to get him to play that role. He originally turned it down but then we somehow, Brad and I, convinced him to take a meeting with us. We all three just had a sort of meeting of the minds. Bill has always been a fan of old films, and old Hollywood, and show business, and sort of the caricature of show business. That’s what I wanted The Dark Backward to feel like. I wanted it to feel like old vaudeville, the cartoon version of show business. And he responded to that. When we started talking about that vision of showbiz, and he saw that we were all on the same page, he got excited about it, and we all agreed that we’d work together on it.

James Caan is legendary and he couldn’t have been more hot at the time coming off of Misery. So, I pursued James Caan doggedly and he kept saying “No, no, no.” I just kept trying and trying and trying. He had no idea who I was. I was just some kid trying to get this movie made and he thought I was a nuisance. I had found out through somebody who had heard something through somebody else that he was at the pool at the Playboy Mansion at this particular moment. I called him at the pool at the Playboy Mansion and he was so, I guess, amused that I had tracked him down there that he gave in and he agreed to do it. He said he didn’t want the money, he needed plane tickets, he was going to Florida for something. He said, “If you buy me the plane tickets for this Florida trip I need to go on, I’ll play the damn part.” And he did it.

We offered a cameo to Wayne Newton. We never in a million years dreamed that he would come back to us and say, “No, I don’t want to play a small part, I want to play a big part. I want to play the agent, because I’ve known a million guys like this throughout my life in show business. I want to play this guy.” And he asked to play the third lead, which was a mind-blower to us all, but we were delighted.

Lara Flynn Boyle and I went to the same high school in Chicago together, the Academy of the Arts. When the movie got up and running, I asked her if she would play the part, and she very graciously said “Yes.”

Tony Gardner (special makeup designer) created the third arm, and he created the nose, and the teeth, and funny look for Rob Lowe, who plays the Hollywood talent scout. But mostly Tony Gardner created the third arm. It starts with a baby hand, then grows into a young child’s arm, and then a full-grown arm, and it has to move and he created all that. He was actually the first person connected to the project. I was a big fan — still am — of horror movies and I read about him in an issue of Fangoria magazine. He had created one of the very high-profile effects for a movie called The Return of the Living Dead, which was a corpse on a slab in a mortuary that was alive. I thought that was such a cool effect, and I contacted him first of anybody, before there was even a producer, before there was money, before anything.

We shot it all in L.A. The budget was about $700, 000. I’ll tell you, it was a dream come true to make this film. For those who haven’t seen it, it’s a pretty oddball movie, and I wanted it to be, and I wanted to cast really wild-looking people, and I wanted the whole movie to feel like a circus sideshow. All the sets in the movie were built with the exception of the diner and on a tiny little movie it’s very rare that you get the opportunity to do that. But it was so important to me that we create this whole world from top to bottom and make it look like something that you haven’t seen before. That’s why we put all the effort into making the sets look unique and filling everything with garbage. I wanted the whole movie to just feel like one giant garbage dump. When I was writing the script I thought, What’s a very inexpensive way to have production value? Well, if we have lots of garbage everywhere it’ll create a lot of atmosphere for really no money. Because garbage is free! So, we were saving up our garbage for months before the shoot. We had this big truck of garbage that we’d trek around with us everywhere, and we would shovel it out onto the set, and it would make everything look weird, and then we’d shovel it all back into the truck and take it to the next location. And it really helps make it look like its own world.

I didn’t want to have any recognizable product names in the movie. It wouldn’t feel like the whole world was its own universe. So, I created this fake company called “Blump’s.” Blump’s is the company that creates every product in this universe. So, every food product, every piece of hardware, every medical product is a Blump’s product. The logo for Blump’s, the woman’s face, is my grandmother, which I thought would be fun. She’s still kicking, she’s 96, and she’s very excited that the movie is playing in Brooklyn.

Everybody was there because they wanted to do something unique. That’s why we got such a great cast, and that’s why we got such a great crew, and that’s why everybody worked really hard for no money. At times on the set I really felt like we were part of a traveling circus. It really was a gang of misfits, but it was really fun.

Judd and Bill, they’re the best. What was really interesting is that Judd was very confident in letting Bill be so big. Judd, as this shy, sort of freaky, nerd, he had to be very withdrawn and very quiet. Judd’s natural personality is very large. I mean, he’s a very big personality in real-life. So, the fact that he was confident enough to not feel the need to compete with Bill’s larger-than-life character of Gus was very impressive to me. But both of them were totally in it because they wanted to be there, they wanted to do something weird, they wanted to do something unique. Everybody really worked hard for each other to do something special and we’ve all remained great friends since then and we made it a long time ago. I spoke to Bill Paxton a week before his surgery, and I showed him a rough cut of my current film, The Last Movie Star. He’s always been such a great friend, and such a great champion of my work, and such an inspiration, and we had the best time, as always. Whenever we were together we would have a great time. Last thing he told me was that he was a little nervous about the surgery, and I said “That it’s going to be fine, it’s a very common surgery,” He said, Yeah, he knew, but he just feels a little nervous about it. Those words will haunt me forever. (Paxton died from a stroke in Feb. 2017 after heart surgery.)

It got an art house release. We went with a company called Greycat Films, because we were so impressed that they had released Henry: Portrait of a Serial Killer, which I loved. So, they released it, and they really believed in it. When the movie came out, most people hated it. But the few people that liked it, really really liked it. The reactions and the reviews were very polarizing. The release advertising strategy was to take the best reviews and the worst reviews and alternate them. So, in the ad it would say “The Best movie of the year,” “Worst movie of the year,” “It was so funny,” “I ran out of the theater, sick to my stomach.” That actually got people’s attention.

It was not a success, but it really has found an audience as the years have gone on. Little by little, it got, and continues to get, discovered by people, and that I’m truly grateful for. The fact that the Alamo Drafthouse contacted me out of the blue and said they wanted to show a double feature of Detroit Rock City and The Dark Backward blew my mind. I mean, these movies I made a long time ago, and the fact that there are people who like them enough to want to see them, and see them projected in 35mm in 2018, is something that I do not take lightly and does not go unappreciated. I’m humbled by the whole thing.

You can buy tickets for the Detroit Rock City/The Dark Backward screening at the official website of the Brooklyn Alamo Drafthouse. Watch the trailer for The Dark Backward, above.