The project was announced in a 23 Nov 1977 Var news brief, which named Art Linson as producer, Floyd Mutrux as director, and Paramount Pictures as domestic distributor. International distribution would be handled by Cinema International Corp. An undated HR item, circa 1978, stated Floyd Mutrux purchased the rights for $25,000, in a deal that stipulated the film could not be R-rated. Although no writer had been hired, it was already determined the film story was to begin on Halloween night, 1941, with a focus on “Dick Tracy’s” rivalry with the “Halloween Gang.” A summer 1978 start date in Chicago, IL, was expected. Producer Art Linson predicted the film would be the first in a series, according to the 26 Nov 1977 LAT. RKO Radio Pictures had previously produced a series of films based on the comic strip in the 1940s, including 1945’s Dick Tracy, 1946’s Dick Tracy vs. Cueball, and the 1947 releases Dick Tracy’s Dilemma and Dick Tracy Meets Gruesome (see entries).
       A 26 Jan 1978 HR article cited the budget as $7 million. Mutrux was eyeing Harrison Ford to play the lead, and the 27 Jul 1979 DV stated the director planned to shoot two Dick Tracy feature films back-to-back. The story’s setting shifted from the early 1940s to late 1930s, and Dick Tracy was described as “a jazz buff” and fan of Nat King Cole, while the sequel was slated to take place in McCarthy-era Hollywood, CA. Lorenzo Semple, Jr. was hired to write a script in 1978, according to an 8 Apr 1985 DV news item.
       On 23 Sep 1981, an LAHExam item stated the project had moved to PolyGram Pictures, with John Landis set to write and direct. Eager to star as Dick Tracy, Clint Eastwood reportedly telephoned Landis in China, where the filmmaker was on vacation. In 1983, the project reverted to Paramount Pictures, and Universal Pictures came on board to co-produce, as noted in several contemporary sources including the 21 Oct 1983 LAT.
       Walter Hill replaced John Landis as director, after Landis was indicted on involuntary manslaughter charges in the deaths of actor Vic Morrow and two child actors on the set of Twilight Zone: The Movie (1983, see entry), according to an 8 Jul 1983 LAT brief. Around the same time, Joel Silver joined the project as producer. The budget was set at $25 million, and filming was expected to begin in Oct 1983. Although Warren Beatty was in negotiations to play the lead role, talks ended when the actor demanded a $5 million salary, plus fifteen percent of the film’s gross. Hill and Silver left the project, and Paramount-Universal planned to move forward with a less expensive approach. The budget, which had been reduced to $18 million, as stated in a 13 Jul 1983 Var item, was further reduced to $14 million, according to the 16 Nov 1983 Var, and Richard Benjamin was hired to direct. Despite rumors that both Paramount and Universal had dropped the project, the 2 Feb 1984 DV stated that Paramount would produce the film without Universal, at a cost of $12.5 million. Although no producer or lead actor was set, the production had to begin by mid-May 1984 according to the most recent contract extension on film rights. Warren Beatty was again in consideration for the lead role, along with Harrison Ford.
       A 5 Sep 1984 HR brief reported that Warren Beatty was now expected to produce and star in the film, still set up at Paramount. Beatty was allegedly working on a re-write with Elaine May, although May later denied any affiliation with the project, according to a 5 Feb 1989 LAT brief. Martin Scorsese was announced as director in an 8 Apr 1985 DV article, which named Elaine May and Herb Gardner as screenwriters. Scorsese planned a more serious version of the comic strip, in contrast to recent “tongue-in-cheek screen versions” of comics such as Superman (1978, see entry) and Popeye (1980, see entry). A 24 May 1985 HR brief stated that Beatty would earn $6.5 million and twenty percent of the gross. However, a 15 Jan 1986 LADN story reported the project was in turnaround, after Paramount president, Ned Tanen, deemed the $25 million budget too high. Beatty, who was now on board to direct, produce, and star, was asking for a salary of nearly $11 million, according to a 29 Jul 1988 HR article. In a 10 Jun 1990 interview in LAT, Beatty stated that, in addition to Martin Scorsese, he had reached out to Bob Fosse to direct before deciding to take on the job himself.
       Beatty took the project to Walt Disney Pictures, as noted in the Oct 1986 issue of Los Angeles magazine. There, the film received a green light from Disney’s Touchstone Pictures in summer 1988. Disney chairman Michael Eisner had previously given the project a green light at Paramount, according to the 6 Jun 1990 Var, and Jeffrey Katzenberg, Eisner’s co-chairman at Disney and also a former Paramount executive, was quoted as saying, “This is a movie we wanted to make with Warren for many, many, many years.” Several sources, including a 6 Jan 1989 LAHExam brief, listed Beatty’s Mulholland Productions as a production company on the film, but Mulholland receives no onscreen credit.
       According to a 12 Jun 1988 LAT item, Bo Goldman was hired to write the screenplay, which took place in 1938 Chicago, and showed Dick Tracy flying airplanes and fighting Nazi spies as they attempted to “infiltrate the Manhattan Project...and kidnap J. Robert Oppenheimer.” Jim Cash and Jack Epps, Jr. were later brought on to write a new script, and the Nazi storyline was eliminated.
       A 9 May 1989 LAHExam brief listed Tom Cruise, Gene Hackman, and Faye Dunaway as possible cameos, and a 29 Jan 1989 LAT item stated William Hickey would play “B.B. Eyes,” although none of these actors appear in the film. Brigitte Nielsen was named as a contender for the role of “Tess Trueheart” in a 15 Apr 1988 HR brief, and a 9 Jul 1990 Long Beach Press-Telegram article stated Kim Basinger, Michelle Pfeiffer, Kathleen Turner, and Melanie Griffith were considered for “Breathless Mahoney” before Madonna, who was romantically involved with Beatty at the time, vied for the role. While the other actresses reportedly demanded too much money, Madonna agreed to work for the Screen Actors Guild (SAG) scale fee of $1,440 per week, as stated in a 5 Jun 1990 LAT “Morning Report” column. A 12 May 1989 LAHExam brief stated Jack Nicholson was hired to play a cameo, but Nicholson does not appear in the film. Larry Meyers, a former executive at Lorimar Pictures whose 4’8” stature caught Beatty’s eye at a Santo Pietro, Italy, restaurant, was cast as “Little Face,” according to a 6 Jan 1989 DV.
       Principal photography began 1 Feb 1989, as stated in a 22 Jan 1989 LAT item, which announced the casting of Seymour Cassel as “Sam Catchem.” Filming took place at a warehouse in downtown Los Angeles, CA, and on the Universal studio back-lot, as noted in a 12 Apr 1989 HR item. During production, the budget was estimated at $28 million.
       After two days on set, actress Sean Young, who was cast as Tess Trueheart, came to a mutual agreement with Warren Beatty that her “casting wasn’t consistent with the way the rest of the film was going,” according to a 23 Feb 1989 DV brief. Young was replaced by Glenne Headly, and actors were called back to the set to re-shoot scenes from Young’s first two days, according to the 5 Mar 1989 LAT.
       According to production notes in AMPAS library files, costumes, production design and set design conformed to an aesthetic of “undistinguished simplicity.” Period automobiles, including Fords and Studebakers from 1936-1939, were fashioned into a nondescript fleet, with uniform grills and hoods without any visible carmaker insignia. A 10 Jun 1990 LAT article described the film’s limited color palette of seven primary-colored hues, an idea Beatty got from cartoonist-screenwriter Herbie Gardner, who once drew cartoons for a magazine that assigned numbers to every primary color for the purpose of coordination. Cinematographer Vittorio Storaro avoided prop smoke for a less realistic look. However, smoke rising from chimneys did appear in the film’s opening sequence, which entailed an eight-foot-by-twelve foot matte painting blended with two separate live-action scenes.
       The set was visited by Shel Dorf, an editor of Dick Tracy comics and “noted authority” on the character, as stated in a 2 Apr 1989 LAT brief. Dorf reported from the “closed set” that Beatty was eschewing Dick Tracy’s famed hooked nose and square jaw. Meanwhile, a 15 Jul 1990 Hartford Courant article detailed the elaborate make-up required for the film’s grotesque villains, designed by special character make-up artists John Caglione, Jr. and Doug Drexler, who recalled “Flattop” as the most challenging character. Drexler said Flattop’s look entailed fourteen prosthetic appliances, which initially required four hours to apply. With practice, Flattop’s time in the makeup chair was reduced to one hour and twenty minutes. “Pruneface” was modeled after President Ronald Reagan. Beatty had allegedly offered the role to Reagan, but the former president, whose last feature film appearance was in 1964’s The Killers (see entry), turned it down.
       A 28 May 1989 LAT item reported filming would end the following month, despite a ten-day work stoppage when Beatty contracted the flu. Beatty was rumored to look tired in close-ups, particularly in contrast to his younger co-stars, Madonna and Glenne Headly. However, despite reports that Beatty’s close-ups required re-shooting, Beatty denied the rumors, saying there were no re-shoots whatsoever.
       A 5 Jul 1989 Var news brief announced the end of filming, which went only two days over the eighty-five-day schedule. Claiming the production budget came in at $22 million, Disney was already in talks to produce a sequel, according to a 30 Jun 1989 HR item. Post-production was not expected to be special-effects intensive, since many effects were created in camera.
       Writing credits were determined by a Writers Guild of America (WGA) arbitration, which awarded Jim Cash and Jack Epps, Jr. sole credit. In turn, Beatty planned to give Bo Goldman a “Special Consultant” credit. However, the credit was challenged by Cash and Epps, Jr., as stated in a 15 Jun 1990 DV brief. Epps claimed the only Goldman contribution that remained in the final script was Breathless Mahoney’s line about mourning the death of “Lips Manlis,” in which she tells Dick Tracy, “I’m wearing black underwear.” If the WGA determined the “Special Consultant” title was given as a “consolation credit,” a dispute between the producers and the WGA would arise. No further mentions of the dispute have been found, and Goldman’s name did not appear in onscreen credits.
       An 18 Oct 1989 Var item reported Floyd Mutrux and Art Linson sued Warren Beatty and Universal Pictures, demanding a fee of at least $500,000 and executive producer screen credits on the film, based on a Dec 1981 settlement agreement with Universal and Paramount. Mutrux and Linson alleged that their deal with the studios promised them $545,000 and five percent of net profits. The pair were awarded fees, points, and credits, as stated in the 6 Jun 1990 Var.
       In a 20 May 1990 LAT interview, Walt Disney chairman Jeffrey Katzenberg detailed his ten-year history with the project, beginning at Paramount, and stated that Beatty required an “enormous amount” of input and support during the making of the film. Katzenberg recalled meeting Beatty countless times during the shoot late at night at the Hamburger Hamlet restaurant in West Hollywood. In Jan 1991, Katzenberg wrote a controversial twenty-eight-page memo lambasting the film industry’s “runaway costs” and restating his and Michael Eisner’s original model for Disney, which entailed low-cost stars and a focus on storytelling. The memo was leaked to the press and printed in full in Var, according to a 13 Feb 2011 LAT article, and included a “scathing assessment” of Dick Tracy in which Katzenberg stated the next time Beatty approached Disney with a project, the studio “‘should slap ourselves a few times, throw cold water on our faces and soberly conclude that it’s not a project we should choose to get involved in.” Beatty reportedly stopped speaking with Katzenberg after the leak.
       A 2 May 1990 DV article announced Warner Bros. Records’ plans to release the following three Dick Tracy albums: in May 1990, Madonna’s I’m Breathless, named after her character and including three of Stephen Sondheim’s original songs as well as music “inspired by” the picture; on 12 Jun 1990, “Music from the Motion Picture Dick Tracy,” including popular songs featured in the film as well as a “Dick Tracy” title song by rapper Ice-T; and in early Jul 1990, composer Danny Elfman’s original score. Elfman was reportedly unhappy that his all-instrumental soundtrack album would be released a month after the film. Singer-songwriter Harry Connick, Jr. also made public complaints about his experience working on the film, after he was hired to write six original songs but was dropped from the project over a pay dispute. According to a 5 Jul 1990 Long Beach Press-Telegram brief, Connick, Jr. stated, “I would like to publicly say that those are the most obnoxious and gross people I have ever worked with in my life,” specifically naming Madonna and Sire Records.
       The 14 Jul 1990 issue of TV Guide noted Madonna’s single, “Vogue,” from the I’m Breathless album, was used in a commercial for Dick Tracy. However, the song does not appear in the film, prompting TV Guide to condemn the commercial as false advertisement.
       Twelve books were released in conjunction with the picture, as stated in a 6 Jun 1990 Var item, including a novelization distributed by Bantam Books. According to a 2 Jun 1990 Long Beach Press-Telegram item, Bantam cited the novelization as its “biggest movie tie-in ever,” with nearly one million copies of the initial printing shipped to booksellers in late May 1990. Because Disney did not want to spoil the surprise ending of the film before it opened, a second printing revealing the identity of “The Blank” was arranged. Bantam also released a paperback titled Dick Tracy: The Making of the Movie, an audio version of the novelization, and three Dick Tracy paperbacks by comic strip writer Max Allan Collins. Three graphic novels, two of which were prequels to the film, were issued through Disney Comics, as stated in the 31 Dec 1989 LAT. In addition, a children’s series would be produced by Western Publishing; an updated version of Bill Crouch, Jr.’s Official History of Dick Tracy would be released by Citadel; and Chilton Books would distribute The Authorized Guide to Dick Tracy Collectibles. In London, England, Plexus Publishing released Dick Tracy: America’s Most Famous Detective on the day of the film’s 6 Jul 1990 London opening, as noted in a 26 Jun 1990 DV news item.
       Over 600 Dick Tracy products were licensed, according to a 22 Jun 1990 NYT article, including lunch boxes, shower curtains, walkie-talkies, lingerie, backpacks, and a wristwatch priced at $2,500. Disneyland and Disney World opened stores dedicated solely to Dick Tracy merchandise, and put on musical stage shows based on the film. The George W. Bollman Co., Inc., a hatmaker based in Adamstown, PA, produced 40,000 yellow fedoras, and planned to capitalize on the film’s release by shipping the hats to stores in Apr 1990. As noted in a 31 Dec 1990 Time item, one of the toys based on the film, a “Steve the Tramp” figurine made by Playmates Toys, was discontinued after Rev. Christopher Rose, an Episcopalian priest, campaigned against it, stating it was an “attack” on the homeless. A 17 Jun 1990 LAT article criticized the excess hype around the picture, and detailed further promotions including a McDonald’s “lottery-style contest” called the “Crimestoppers Game,” and advertisements on Quaker Oats products.
       A 28 Apr 1990 Screen International brief erroneously reported that Warner Bros. would distribute the film for Disney. However, Disney handled the release through its Buena Vista distribution arm. The 23 Apr 1990 Long Beach Press-Telegram stated a premiere was scheduled for 13 Jun 1990 in Woodstock, IL, the hometown of “Dick Tracy” creator Chester Gould, who died in 1985. The following night, the film had a second “premiere” at Walt Disney World in Orlando, FL, with 3,000 guests in attendance.
       To coincide with the U.S. opening, Nostalgia Television planned to air a Dick Tracy feature film, re-edited from the fifteen-episode 1937 Republic Pictures serial Dick Tracy, as noted in a 7 Jun 1990 DV item.
       According to an article in the 30 May 1990 LAT, Dick Tracy was the first theatrical release in Cinema Digital Sound (CDS), “a noise-free, deterioration-free, crystal-clear” six-track digital sound track. The technology was expected to be in at least 100 theaters by Christmas 1990. Producer Barry Osborne predicted CDS would become the industry standard within a year.
       A 10 Jun 1990 LAT article stated the Associated Press (AP) angered Disney by releasing its review sixteen days before the film’s 15 Jun 1990 opening. AP, which distributed its material through 1,400 newspaper, television, and radio outlets, claimed ignorance of an “embargo date” set by Disney, discouraging the press from printing reviews before 11 Jun 1990. Despite pressure from Disney to hold their reviews, HR and DV followed suit, printing reviews the day after AP on 1 Jun 1990.
       Critical reception was mixed, but technical credits, including Vittorio Storaro’s cinematography and special make-up by John Caglione, Jr. and Doug Drexler, were routinely praised. The film won Academy Awards for Art Direction, Makeup, and Music (Original Song) for “Sooner Or Later (I Always Get My Man)” by Stephen Sondheim, and received Academy Award nominations for Actor in a Supporting Role (Al Pacino), Cinematography, Costume Design, and Sound. The film also won British Academy of Film and Television Arts (BAFTA) Awards for Best Makeup Artist and Best Production Design, and received Grammy nominations for the following: Best Instrumental Composition Written for a Motion Picture or for Television (Danny Elfman); and Best Song Written Specifically for a Motion Picture or for Television (“More” and “Sooner Or Later (I Always Get My Man)” by Stephen Sondheim).
       The film opened with special midnight screenings on 15 Jun 1990. Midnight moviegoers were required to purchase a Dick Tracy T-shirt, priced $12-20, which doubled as an admission ticket. A 19 Nov 1989 LAT item noted Dick Tracy was co-billed with a new “Roger Rabbit” animated short, Rollercoaster Rabbit. The previous summer, Disney had used a similar strategy, releasing Honey, I Shrunk the Kids (1989, see entry) with a “Roger Rabbit” short titled Tummy Trouble.
       The film grossed $22.5 million in its opening weekend, and $35 million in its first week, as announced in the 22 Jun 1990 DV, beating Walt Disney Studios’ previous one-week record of $24,920,434, set by Honey, I Shrunk the Kids. Although the opening marked a success for Disney, its stock fell $4.625 after the $22.5 million opening weekend earnings did not meet the expected $25-30 million predicted by analysts. The weekend revenues were also unfavorably compared to those of Batman (1989, see entry), which took in nearly twice the opening weekend box-office receipts of Dick Tracy.
       The 22 Jun 1990 NYT deemed Dick Tracy Disney’s “first truly big-budget film.” A 22 Oct 1990 Var article detailed the first “participation statement” from Disney, detailing the film’s overall costs. Negative costs, including studio overhead and interest, amounted to $46.5 million, while distribution expenses totaled an additional $54.7 million. Universal and Paramount were entitled to five percent of the film’s net profits. However, despite a cumulative domestic gross of over $103 million, to that time, Disney was said to have a deficit of $57 million. Beatty’s final salary was listed as seven million “against fifteen percent of the gross,” set to kick in after Disney grossed $50 million.
       Disney and Beatty’s Mulholland Productions were sued by Victoria Taft, a background actress who claimed she was injured performing “footfalls” on set, as noted in a 28 May 1990 LAT brief. Taft alleged she had to “violently throw herself to the ground repeatedly,” an action normally performed by a stunt person. The outcome of the lawsuit could not be determined. Another lawsuit, filed by Harold Steinberg against Beatty, Katzenberg, and Disney, was reported in the 4 Jun 1990 LAT. Steinberg claimed the filmmakers were presented with his idea for a musical based on the Dick Tracy comic strip in 1980 at Paramount, and stole the premise. The outcome could not be determined.
       According to a 16 May 2005 DV news item, Warren Beatty also filed a lawsuit related to the film, against Tribune Co., which claimed film rights to the comic strip had “unilaterally reverted” to Tribune in 2004. Beatty, who planned to make a second Dick Tracy film, argued his option on film rights had not expired due to a “multistep reversion process” Tribune failed to follow. Beatty sought $30 million in damages. A 25 Mar 2011 LAT article later reported Beatty won the lawsuit, having appeared in a half-hour interview about Dick Tracy with film critic Leonard Maltin, which aired in Jul 2009 on Turner Classic Movies, and fulfilled a “use-it-or-lose-it deadline” stipulated by Tribune in 2006.

      End credits include the statements: “The following albums are available on Sire Records: Madonna’s ‘I’m Breathless,’ ‘Dick Tracy,’ ‘“Dick Tracy” The Original Score’”; “Special Thanks: Craig Baxley, Dr. Leroy Perry and The International Sportsmedicine Institute”; and, “Dick Tracy® is a registered trademark of Tribune Media Services, Inc.”