Writer-Director Warren Beatty’s Rules Don’t Apply Is An Unconventional Comedy

A love story that explores the sometimes comical and sometimes sad consequences of American puritanism in the late 50s and early 60s.

Set in 1950s Hollywood, Rules Don’t Apply is an unconventional comedy that offers a window into the often surreal realm of Howard Hughes, the billionaire movie mogul, famed aviator and legendary eccentric – who was both a rule-maker for many young stars and a rule-breaker – challenging the industry’s social mores and restrictive moral code.

It was written, directed, and produced by Warren Beatty, who also stars as Howard Hughes, the billionaire movie mogul, famed aviator and legendary eccentric – who was both a rule-maker for many young stars and a rule-breaker – challenging the industry’s social mores and restrictive moral code.

Elements from the real Hughes’ life are woven into a fictional comic tale that explores the changing landscape for women, the meaning of love and the transformative power of redemption and family.

Alden Ehrenreich and Warren Beatty in Rules Dont Apply


Set in 1950s Hollywood, Rules Don’t Apply follows the burgeoning romance between aspiring actress Marla Mabrey (Lily Collins) and her ambitious driver Frank Forbes (Alden Ehrenreich).  She is a small town beauty queen, songwriter, and devout Baptist.   He is a Methodist engaged to his junior high school sweetheart. Both are employed by billionaire Howard Hughes (Warren Beatty) who has forbidden romance between his employees.  As Frank and Marla fall in love and defy the rules, the sexual and cultural repression of the 50s makes way for the more liberated 1960s.

Hollywood in 1958 was on the cusp of change.  The major studios were beginning to see their all-encompassing power wane as independent, artist-driven companies rose.  At the same time, the tightly contained Studio System – with its carefully cultivated idols under airtight contracts — would soon be declared over.  And the popular films of the day would soon begin to mirror not the conservative values of the 50s but the churning sexual, political and social revolutions of the 60s.

1958 was also when a young Warren Beatty was just starting his career.

Raised in Virginia within a Baptist family, he would arrive in Hollywood in 1958 and debut as a film star in 1961 opposite Natalie Wood in Elia Kazan’s Splendor In The Grass — a story of sexual repression’s consequences for two love-struck youngsters.  The film presaged a coming era at the movies that would question every societal precept – of love, family, industry, religion, war, sexuality, politics, right down to what makes a ‘meaningful’ life.

Beatty would himself develop into one of America’s premier Academy Award winning filmmakers. He has been nominated for 14 Academy Awards and won the Thalberg Award, among many others.  “In Warren’s films, there is always a sense of melancholy mixed with a sense of humor, no matter what subject he writes about” his wife and two-time co-star Annette Bening observes.  “Whether he’s making a film about Hollywood or politics or social mores.”

Bonnie & Clyde (1967) used the exploits of the Depression-era outlaws to explore the creation of anti-hero rebels and is considered one of the first films of the ‘New Hollywood’ era.  Shampoo (1975) looked at the atmosphere of Nixon’s 1968 election via the escapades of a Beverly Hills hairdresser and his wealthy clients.  Heaven Can Wait (1978)– adapted the 1941 classic Here Comes Mr. Jordan into a comedy not only about love, football and celestial errors, but one set against the increasing corporatization of late 70s America.

Reds (1981) followed real-life journalist John Reed into the Russian Revolution and romance but became equally a look at the rise of the American Left. Dick Tracy (1990) redefined the comic book genre in bringing the famed detective to life. Bugsy (1991), the story of the real-life gangster who created Las Vegas unraveled the inner contradictions of the Great American Con Man. The prescient Bulworth (1998) turned the 1996 political campaign into the tale of a plain-speaking U.S. Senator who becomes a pop sensation – in a satire touching on themes of globalization, race, media and the costs of our broken political system.


After taking a break to raise a family, Beatty returns with Rules Don’t Apply, a film he had had in the back of his mind for many years, that reflects Beatty’s own upbringing and arrival in Hollywood at a time of societal change.

Beatty admits to a long-time amusement with Hughes: “He could do whatever he wanted to do but there was a certain level of Puritanism that he never quite kicked,”  but devised a story that utilized Hughes’ mystery and impact while avoiding a telling of the tycoon’s life. “I didn’t write a biopic of Howard Hughes at all,” says Beatty. “This is more a love story of two young people in 1958 who happen to be working for Hughes — a love story that explores the sometimes comical and sometimes sad consequences of American puritanism in the late 50s and early 60s when I first came to Hollywood.”

That theme is personified by the film’s romantic leads: Marla Mabrey, a Southern Baptist virgin pursuing Hollywood stardom despite her ‘square’ religious upbringing; and Frank Forbes, a Fresno Methodist and a member of Hughes’ vast stable of drivers who aims to follow in the tycoon’s business footsteps.  Both Marla and Frank vie to at least get a rarified chance to meet Hughes, who is hidden in a fog of rumors and speculation.  Yet as both are figuring out how to navigate the rules of their upbringings while getting ahead in Hollywood, their growing attraction makes them fall foul of Hughes’ most incontrovertible rule:  that drivers and starlets must never, ever date.

Comments Beatty: “The story of Howard Hughes himself has an inevitable downward trajectory, I was more interested in telling the story of two people who, like myself, came to Hollywood in the time of Hughes, and fell in love when the rules were against them.”

The film also hones in on how the shifting power differential between men and women makes its mark on Marla and Frank — as their relationship progresses from 1958 to the post-Kennedy era of 1964. “Over that brief period, the country saw a strong burst of feminism,” observes Beatty.  “Some refer to the late 50s and early 60s as the sexual revolution. I think it’s fair to say there were real developments in the liberation of women, and that it resulted in a lot of turmoil, re-thinking, acceptance and denial.  And it continues.”

It is in this context that Marla breaks free of the expectations of the time. As director of photography Caleb Deschanel puts it:  “We watch over the course of the film as Marla and Frank triumph over the restrictions of the 50s – and become modern people.”

The film also reflects the shifts in Hollywood in a time of cultural change. Beatty himself witnessed the evolving of the former Studio System into a new, more creatively free Hollywood that led to groundbreaking films of the 70s.  He recalls: “From the first picture that I did, I felt I began to see the handwriting on the wall.  That some actors were going to take on more responsibilities and control and I realized if I didn’t take the responsibility for delivering a movie, that I would never really get to do what I, at times, wanted to do.  Of course, there are times when you just want to act and play your character, but I’ve enjoyed doing both,” he says.



At the center of Rules Don’t Apply are its two would-be, Howard Hughes-crossed lovers, who are up against Hughes’ controlling ways, traditional notions of sin and guilt, as well as their own highly individualistic ambitions, even as they are inescapably drawn to one another.  Beatty cast two relative newcomers to play the two Hollywood newcomers.

Lily Collins, who made her debut as Sandra Bullock’s daughter in the Oscar®-nominated The Blind Side and became the lead in The Mortal Instruments and Snow White in Mirror Mirror, plays small-town beauty queen Marla Mabrey.

“I read books on the 50s and studied actresses who worked under Howard Hughes.  But there was also a lot of just talking with Warren – who explains so well the feeling of that time – as well as with Caleb Deschanel, Albert Wolsky and Jeannine Oppewall.  I got so much from hearing them speak about the environment for women then,” she recalls.   “The more I understood the mindset of the times and the more that Warren told different stories, whether they were his personal stories or stories he’d come across in his career, I started to understand the moral shifts going on and the sexual repression.”

Alden Ehrenreich has appeared in Woody Allen’s Blue Jasmine, Park Chan-Wook’s Stoker and the Coen Brothers’ Hail Caesar, and was cast in the coveted role of the young Han Solo in Star Wars Episode IV.

For Ehrenreich, part of the appeal of Rules Don’t Apply is that it’s about a search that has now become a defining part of modern life over the last half century:  the search for how we each can break out of the limitations we think are imposed upon us: “I think the film is about a lot of things,” says the actor. “But at its heart it’s about choosing your priorities in life – about whether you’re going to let yourself be controlled by one kind of system or another or if instead, you’re going to take the chance to create your own life free from society’s pressures and guilts.”

Having become a symbol of decline in more recent times, it would be easy to forget how powerful and popular Howard Hughes was at one time.  Long before he became the quintessential celebrity eccentric in the latter half of his life, Hughes was enormously influential on the culture – as a paradigmatic chaser of the American Dream.

While writing the character, Beatty combined fact, apocryphal stories and imagination presenting  a Hughes who is as lonely and misunderstood as he is wealthy and powerful. Beatty’s Hughes is a legend wrestling with his own smothering myth, a tangle of contradictions:  at once brilliant and more than a little eccentric. Both seducer and loner, buoyed by power but in search of something more while also battling  mental illness.

Beatty never had a personal encounter with Hughes, but Hughes’ presence was strongly felt in Hollywood when Beatty arrived.  He met many people who had worked with Hughes, which gave him a different perspective.  “I knew many people who knew Howard very well – and really everyone spoke very highly of him,” he notes. “By that point, I don’t know that Howard was terribly interested in making more money. He was interested in flying, in filmmaking, in politics and in other things.”

Still there was a sense that Hughes’ unusual life lent itself to a kind of constant dissonance between his image and his reality.  “I think sometimes if you have all the financial resources and power to do whatever you want to do in life, that can be trouble,” Beatty observes.

Beatty also points out that Hughes’ cryptic public image was partly of his own making.  The late 50s was a time when privacy was more attainable even for the very famous – and it was also more cultivated, something the film plays upon.

“Hughes created a kind of mystery around himself,” suggests Beatty, “that I don’t think you could create now with all the social media.  The interesting thing is that in the 30s, 40s and even the 50s privacy was actually possible for the very famous. And sometimes privacy was maybe overly glamorized as well.  Hollywood actors were taught very much then to control how they were seen in every aspect. I don’t know that it’s possible any more, unless one wants to become a complete recluse.”