Songwriter Paul Williams had an intriguing assignment: write bad songs for Warren Beatty and Dustin Hoffman to sing in the $40-million film “Ishtar,” which opens Friday.

“It’s like drawing a bull’s-eye on my forehead and telling critics of my work to take their best shot because they can’t miss now,” said the diminutive Oscar-winning composer, whose comment seems etched with worry rather than with his customary carefree wit.

Best known for such easy-listening hits as “We’ve Only Just Begun” and “An Old Fashioned Love Song,” Williams has written or co-written with “Ishtar” screenwriter-director Elaine May the majority of tunes the “awful songwriting duo” of Beatty and Hoffman perform in the long-delayed comedy (except for “Little Darlin’,” the Diamonds’ trademark ‘50s hit).

Added Williams: “I’ve put myself on the line for this film. If people don’t enjoy my wacky lyrics or have fun with the picture, I’ll immediately become the answer to the trivia question, ‘What successful songwriter stupidly ended his career by writing bad songs for two superstar actors who couldn’t sing?’ And before you ask the question, I’m telling you I didn’t take bad songs I’d written in the past and rewrite them for the film.”


Among the songs Williams wrote for the film is a love song called “That a Lawn Mower Can Do All That.” It includes this verse:

I can see her standing in the backyard of my mind

She cracks her knuckles and the scab that’s on her knee won’t go away

I can see the woman waiting in her eyes and I can see the love

But I can’t see the Brooklyn Dodgers in L.A.

That a lawn mower can do all that

It’s amazing.

“I don’t expect any of the songs to be hits,” Williams said, alternating between drinking wine, smoking a cigarette and eating a salad. “I just want people to laugh when they hear them.”


“Do you know Dustin and Warren think I’m a genius?” asks Williams with an impish grin, like a comic setting up his own punch line. “Dustin thinks so because I’m short and I sing as badly as he does. Warren’s convinced I am because I wouldn’t leave a woman at midnight to take a meeting with him.”

But he’ll remember “Ishtar” for more than the association with Beatty and Hoffman and the music. He almost died during the filming of the movie in Morocco. Williams slipped in a nightclub, hit his head on a fountain and suffered temporary amnesia.

“I woke up on an operating table and nobody around me spoke English,” recalled Williams, his tone temporarily serious. “I didn’t know why I was there or what had happened to me. I had a hard time remembering things for quite a while. Here I am surrounded by nobody I knew, I’m badly hurt and it’s all for this expensive silly little film.”

Though the sound-track album is on Capitol records, Williams doesn’t have a recording contract. “I get paid a lot of money by God not to sing,” he joked. “To be truthful, I don’t like my own singing. When I’m singing in the shower now, I often sound like Bon Jovi and I have intense flashbacks of pretty teen-age girls going through puberty.”


Movies, not music, seem more on Williams’ mind lately. He’s planning to direct a film next year--possibly an anti-pornography project he scripted with girlfriend Melissa Kester. “It’s about the violence pornography creates in men’s attitudes towards women,” explained Williams. “I’ve been guilty of those attitudes in the past every time I heard Helen Reddy attempt to sing one of my songs.”

Williams used to have the same reaction when Barbra Streisand’s name was mentioned. He once said of his Oscar winning co-composer (“Evergreen” from “A Star Is Born”): “Writing a song with Barbra is like having an intimate picnic on an airport runway.” But most of the problem, he recalled, was with people around her, not Streisand herself. “Barbra is very strong and demanding, which I find attractive.” he said.

Meanwhile, Williams nervously awaits the fate of “Ishtar.” The film had a lukewarm response at a few screenings, but the opening and ending scenes where Williams’ songs were primarily performed elicited laughter. The negative press surrounding the filming and director Elaine May’s endless editing doesn’t faze the composer.

“Warren gave Elaine everything she needed except a ‘FADE OUT’ button! You must remember one thing about Hollywood. Even if ‘Ishtar’ is a big bomb, Warren, Dustin, Elaine and I will all work again . . . only next time at a higher fee!”