Rules Don't Apply

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Rules Don't Apply
Rules Don't Apply.png
Theatrical release poster
Directed by Warren Beatty
Produced by
Screenplay by Warren Beatty
Story by
Cinematography Caleb Deschanel
Edited by
Distributed by 20th Century Fox
Release dates
  • November 10, 2016 (2016-11-10) (AFI Fest)
  • November 23, 2016 (2016-11-23) (United States)
Running time
126 minutes[1]
Country United States
Language English
Budget $25 million[2]
Box office $3.3 million[2]

Rules Don't Apply is a 2016 American romantic comedy-drama film written, co-produced and directed by Warren Beatty. The ensemble cast features Beatty (in his first feature role since 2001's Town & Country), Annette Bening, Matthew Broderick, Lily Collins and Alden Ehrenreich.

Set in 1958 Hollywood, the film follows the romantic relationship between a young actress and her driver, which is forbidden by their employer, Howard Hughes.[3] The film had its world premiere as the opening film of the AFI Fest on November 10, 2016,[4] and was theatrically released in the United States on November 23, 2016 by 20th Century Fox.[5] It received mixed reviews and was a box office bomb, having grossed $3 million against its $25 million budget.


In 1964, Frank Forbes (Alden Ehrenreich), Levar Mathis (Matthew Broderick), and Nadine Henley (Candice Bergen) are anxiously waiting for Howard Hughes (Warren Beatty) to make a phone call to members of the press (Peter Mackenzie and Paul Sorvino) at 4:30pm. Frank goes to check on Hughes who is unresponsive. It then cuts back to 1958, where Frank goes to pick up Marla Mabrey (Lily Collins) a devout Baptist beauty queen from Virginia, who is also an aspiring actress, alongside her strict mother Lucy (Annette Bening). Frank becomes Marla's driver, chauffeuring her wherever she or her mother want to go. Marla is under contract with RKO, receiving $400 a week and living in a home paid for by Hughes and his associates.

Marla and Lucy start to become fed up with the fact that they have yet to meet Hughes, or find out information for Marla's upcoming screen test. During dinner, Lucy warns Marla about how Hughes is with young women and about men in Hollywood in general. During a drive to receive Marla's pay check, Lucy brings up her frustration to Frank. Frank tells them in confidence that he has not met him either. Marla starts to become friends with fellow actresses signed by Hughes, Mamie (Haley Bennett) and Sally (Megan Hilty), who inform Marla they do not have any information either, and find out there are over 30 actresses who live in houses across the area. Frank goes to pick Marla up, and is reminded by Levar that any one working for Hughes cannot have a relationship with any contract actress signed to the studio. Once Frank drops Marla off at home, Lucy gets upset and suggests the two move back to Virginia since no progress is being made. Marla decides to stay behind.

Frank continues to drive Marla to class and back, where she informs Frank she is upset that her mother has left. Frank decides to let her drive to a plot of land Frank and Levar want to purchase, and the two begin to connect. Later that night, Marla is informed that she will be meeting with Hughes. They briefly chat, and he calls Nadine to set up Marla's screen test. When Marla starts to ask questions, Hughes ignores her. Marla leaves and goes back to Frank, who informs her that he will also be meeting with Hughes that night. Frank picks up Hughes, and the two head to his airport, where Hughes reminds Frank that he can not have a relationship with any contract actress and asks if he suspects anyone doing so. Frank goes back home to see his fiancée Sarah (Taissa Farmiga) and her parents (Amy Madigan and Ed Harris). The next day, Frank and Marla go to lunch where they talk about the night before, and about Sarah. Marla informs Frank that she is waiting for the right person to have any intimate relationship with. Frank gets a call from Marla stating her television wires are broken, and when he goes to change them, Marla performs a song she wrote. The two start to kiss and undress, but Levar knocks on the door to pick up Marla. The two try to cover up the fact that Frank was there.

Marla goes to her screen test with a director (Patrick Fischler) who is more concerned about seeing Marla in a bikini than hearing what she has to say. Later, Noah Dietrich (Martin Sheen) informs Hughes that he should see a doctor as he is forgetting and saying bizarre things. Hughes finds out in order not to be committed to a hospital, he must be married. Hughes later goes to testify in court where he promises to the senator (Ron Perkins) his airplane will fly. Frank goes back home to tell Sarah they should take a break. Marla and Frank get into a disagreement and agree they should not see each other. Later that day, Marla goes to see Hughes. Mr. Forester (Oliver Platt) and his associates are attempting to purchase Hughes's company however, and he refuses to meet with them. Marla becomes upset and begins heavily drinking. Shortly after, Hughes arrives and the two chat, with Marla drunkly saying no one understands him. She later performs the same song she performed for Frank to Hughes, who gets emotional and proposes to Marla. They then have sex.

The next day, Hughes fires Noah, and replaces him with Frank. He hires Robert Maheu (Alec Baldwin) to be the CEO of his father's company. Hughes hires a body-double to go to Las Vegas to chat about his airline. He makes Levar and Frank stay behind in Los Angeles, and also makes them tell the press fake information if someone discovers that he is not in Vegas. Marla goes to the doctor with Levar, who informs her she is pregnant. Marla goes over to see Frank, where she requests a phone call with Hughes. Marla tells Hughes she is pregnant with his child, but he asks if she is lying and needs money. Marla becomes upset and gets into another argument with Frank – she tells him Hughes is everything her mother says he was, and Frank is not seeing it. Marla leaves upset.

Hughes asks to travel the world alongside Frank and Levar. They head to London, where Hughes flies his plane opposite a Colonel (Steve Coogan), but Hughes does bizarre things in the air, scaring the Colonel and Frank. They then travel to Nicaragua, where the president (Julio Oscar Mechoso) informs Hughes is being sued by the U.S. government for $645 million. They then fly back to America, where Hughes discovers he would have to sell his father's company in order to pay for the debt. Hughes goes to confide in Raymond Holliday (Dabney Coleman), who suggests he sell the company to Mr. Forester. Hughes signs over the company to Mr. Forester, only if they keep his name on the company.

It then cuts back to 1964, where Frank, Levar, and Nadine sit in Acapaluco, Mexico, waiting for Hughes to make a call to the press, revolving around a novel written by Richard Miskin (Paul Schneider), who claims Hughes has no memory of anything that has happened in the last five years. Marla later arrives with her son Matt (Evan O'Toole) to tell Hughes that Mamie will testify in court if Hughes decides to pursue legal action. She later leaves her son with Hughes, who tells the press that he has never met or even seen Miskin. After Hughes hangs up the phone, Frank quits his job. Frank goes after Marla, and asks if they can give a relationship a chance. The film ends with Frank, Marla, and Matt leaving the hotel, heading back to Los Angeles.




On June 20, 2011, Paramount Pictures announced that Warren Beatty would write, direct and star in an untitled film, his first directorial effort since 1998's Bulworth and his first acting role since 2001's Town & Country.[6] Beatty had been working on a biopic based on Howard Hughes' life for more than 40 years, after seeing him in a hotel lobby in the early 1970s and being fascinated by him.[7][8] The screenplay was written by Beatty, based on a story by himself and two-time Oscar-winning screenwriter Bo Goldman.[9] On September 16, 2011, Paramount dropped the project and New Regency Pictures picked it up.[10] The film then stayed in the development stages for almost three years.[11] On February 24, 2014, it was reported that New Regency and RatPac Entertainment were producing and financing the film,[12] with a $26.7 million budget ($25 million after taxes).[13][2]


Beatty began began looking for an ensemble cast for the film in June 2011, with him playing the role of Howard Hughes. He met with Andrew Garfield, Alec Baldwin, Annette Bening, Shia LaBeouf, Jack Nicholson, Evan Rachel Wood, and Rooney Mara to co-star.[14] On November 14, 2011, Felicity Jones was cast as the female lead,[15] but later dropped out of the role, due to production delays.[16] Justin Timberlake and Alden Ehrenreich were up for the male lead, while Bening, Nicholson, Baldwin, and Owen Wilson were rumored for other roles.[17] By February 2014, Beatty had cast Alden Ehrenreich, Lily Collins, Matthew Broderick, and Annette Bening among the ensemble. Collins portrays a young actress named Marla Mabrey, and Ehrenreich co-stars as Frank Forbes, assistant to Hughes, and who along with Hughes, becomes romantically involved with Mabrey.[12]

On February 27, 2014, it was reported that Candice Bergen had joined the supporting cast, portraying Hughes' secretary Nadine Henly.[18] On March 6, 2014, Martin Sheen was cast in an unknown role, later confirmed to be Noah Dietrich.[19] Taissa Farmiga later joined the cast as Frank's fiancée Sarah Bransford.[20] In April 2014, Brooklyn Decker revealed that Beatty had asked her to improvise on the film, but she did not know if her scenes would make the final cut.[21] On May 9, 2014, Alec Baldwin joined the cast, portraying Robert Maheu, the reclusive billionaire's lawyer.[22]

In March 2015, The New York Times reported that Dabney Coleman would co-star in an unspecified role.[23] In February 2016, Steve Coogan's casting in the film was reported.[24] That same month, Farmiga revealed in an interview that Ed Harris and Amy Madigan would be portraying her character's parents.[25] In April 2016, the casting of Josh Casaubon was reported.[26]


Principal photography for the film began on February 24, 2014 in Los Angeles, California.[27][28] Studio production took place at the Sunset Gower Studios in Hollywood.[23] On location filming took place at multiple venues, including S. Grand Avenue, Musso & Frank Grill, and the Millennium Biltmore Hotel.[29][30][31] It was reported that production had been completed on June 8, 2014, after 74 filming days.[32] Additional filming took place in late February 2015.[23]


The first production still from the film, featuring Collins and Bening, was released by Elle in October 2014.[33] Images of Collins, Ehrenreich, and Beatty were released on May 18, 2016.[34][35] In August 2016, Entertainment Weekly released another image from the film, featuring Ehrenreich and Beatty.[36] In April 2016, it was announced that 20th Century Fox would distribute the film with New Regency Pictures, with a planned fall 2016 release.[37]

Rules Don't Apply had its world premiere at the AFI Fest on November 10, 2016.[38] The film was originally scheduled for release on November 11, 2016,[39] but was pushed back two weeks and released on November 23, 2016.[40]


Box office[edit]

Rules Don't Apply opened alongside Moana, Allied, and Bad Santa 2, and was initially expected to gross $3–5 million in its opening weekend and $7–9 million over its first five days, from 2,382 theaters.[41] However, the film made $65,000 from Tuesday night previews at 1,100 theaters,[42] and just $315,000 on its first day (for a per-theater average of $129), and five-day projections were lowered to $2.2 million.[43] The film ended up grossing $1.6 million in its opening weekend (with a five-day total of $2.2 million), finishing 12th at the box office. It marked the worst Thanksgiving debut ever for a wide release and 6th worst opening ever for a film playing in more than 2,000 theaters.[44]

Critical response[edit]

Rules Don't Apply received mixed reviews from critics. On review aggregator Rotten Tomatoes, the film has an approval rating of 57%, based on 104 reviews, with an average score of 6/10. The critical consensus reads, "With Rules Don't Apply, Warren Beatty takes an overall affable – but undeniably slight – look at a corner of old Hollywood under Howard Hughes' distinctive shadow."[45] On Metacritic, the film has a score of 59 out of 100, based on 38 critics, indicating "mixed or average reviews".[46] Audiences polled by CinemaScore gave the film an average grade of "B–" on an A+ to F scale.[47]

Todd McCarthy of The Hollywood Reporter wrote, "At once an amusingly eccentric take on a billionaire fixated with controlling other people's lives and a romance about a young couple constipated by the conservative religious and social sexual mores of the 1950s, this is a fitfully funny quasi-farce that takes off promisingly, loses its way mid-flight and comes in for a bumpy but safe landing."[48] Variety critic Peter Debruge wrote, "Warren Beatty certainly took his time in getting this sprawling Spruce Goose of a movie off the ground, as the romance distracts from the Howard Hughes portrait, or vice versa."[49]

The Guardian's Jordan Hoffman awarded the film 3/5 stars, writing, "The legend's odd and energetic film is a mix of fun, sadness and fatigue, and while not everything falls into place, it has its share of entertainment."[50] Simon Thompson of IGN gave the film a 6/10 and wrote, "It's an odd beast of a movie that sometimes works perfectly and is absolutely enchanting and then at other times just feels leaden and either half-baked or overdone. The story is great, there is some snappy dialogue and some nicely drawn characters and the cast can't be faulted [...] but unlike directors such as the Coen brothers, Beatty fails to make it pop and, in most cases, criminally underutilizes them – this does both them and the film a disservice."[51] David Palmer of The Reel Deal gave the film a rating of 3/10, writing, "As someone who appreciates Warren Beatty's place and contribution to Hollywood history, I hope and pray he appears in at least one more great film, because ending his career on something as poorly assembled and downright boring as Rules Don't Apply would be devastating."[52]


Award Date of ceremony Category Recipient(s) Result Ref(s)
Hollywood Film Awards November 6, 2016 New Hollywood Award Lily Collins Won [53]
Hollywood Costume Design Award Albert Wolsky Won
Hollywood Music in Media Awards November 17, 2016 Best Song – Feature Film "The Rules Don't Apply" – Eddie Arkin and Lorraine Feather Nominated [54][55]
Critics' Choice Awards December 11, 2016 Best Song Pending [56]


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  3. ^ Chitwood, Adam (January 15, 2015). "Lily Collins Says Warren Beatty's Howard Hughes Film Is About "the Trials and Tribulations" of 1950s Hollywood". 
  4. ^ Hammond, Pete (August 30, 2016). "Warren Beatty's 'Rules Don't Apply' To World Premiere As AFI Fest Opening Night". Retrieved August 30, 2016. 
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External links[edit]