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played comedy but never the kind of low comedy that Rose was envisioning. Kramer, however, was convinced a cast of some fifty comics needed the rock-solid core that only Tracy could provide. As he worked to complete his principal cast with Milton Berle, Dick Shawn, Phil Silvers, Jonathan Winters, and Terry-Thomas, the title was changed to It’s a Mad, Mad, Mad, Mad World to more adequately reflect the overwhelming size and ambitions of the picture. Still, the lack of an ending bothered Tracy, and he was afraid the whole top-heavy enterprise could turn into one impossibly long shaggy dog story. In May 1962, as Kramer was shooting stunt car footage outside of Palm Springs, Tracy busied himself recording a narration track for How the West Was Won.1

“The script and the casting were completed almost simultaneously,” Kramer recounted. “Bill Rose had come over from England to spend some six months with us and with the actors, as they were hired, delving into characterizations and fighting off the inevitable suggestions for padding of this or that part.”

The 305-page shooting script was divided into two volumes—one for dialogue, the other for business. First-unit work began on June 1, 1962, with Sid Caesar and Edie Adams trapped in the basement of a hardware store. The individual comedians—Caesar and Milton Berle in particular—were asking for changes, which kept Rose, a notoriously slow writer, grinding out pages just ahead of production.

“I am eager and needful for the revisions,” Kramer prodded in a memo to Rose on June 14. “I am in complete agreement with all of them as we have discussed and I would particularly need a chance to read the conclusion for Tracy. He is my danger point at this moment and I feel that I must hold him.”

A month later, with first-unit work having shifted to the desert, the matter of an ending was still to be settled:

Tracy has never appeared in Palm Springs [to observe the filming and greet the cast] and I have never attempted to force the issue just for my own peace of mind. He has wanted out of the picture several times but finally agreed to go ahead. In regard to the end scene, when you edit it, I would urge that you give some consideration to the most basic, corny idea of all—some big statement on the subject of greed, human beings, and morals. The more I think of the finale the more I believe that the framework you have is correct but it needs a classic statement sandwiched in too for denouement to wrap up the whole sorry plight of these mad people.

Kramer knew his credibility was on the line, for he had never before directed a comedy and had produced only one—the completely forgotten So This Is New York. He likened the first few days of production in the desert to something out of Alice in Wonderland: “It became a three-day staring contest. I stared at them, waiting for them to start being funny, to display the precision timing and comedy knowledgeability for which they were justly famed. And they were waiting for me to start telling them what to do.”

In the end Tracy agreed to go ahead with the film, even as Louise—who thought it “too much, too strenuous”—advised against it. (“He wasn’t well,” she explained.) The deal was for $250,000—far more than what anyone else in the picture was getting—and in lieu of his usual percentage, Tracy would be paid another $150,000 at breakeven. As an added incentive—and a sop, perhaps, to Louise—Kramer’s production company agreed, as a signing bonus, to make a $5,000 donation to the clinic.

Tracy’s first day on the film was July 27, 1962, when he made some police station exteriors in the port city of Long Beach. The real work began August 1 on a private estate at Portuguese Bend, near Rancho Palos Verdes, where several acres had been dressed to suggest a municipal park in the fictional city of Santa Rosita.

“We didn’t know how sick Spencer Tracy was,” Buddy Hackett later said, “but he came in late the first day. We had broken for lunch when he came in. Now we’re sitting around after lunch, talking like comics do, and Spencer Tracy says, ‘Well, are we