ON LOCATION : Three Not-So-Easy Pieces : The ‘Five Easy Pieces’ crew--Jack Nicholson, director Bob Rafelson and writer Carole Eastman--are back, but it’s not all laughs

It’s nearly midnight at Yamashiro, a Japanese restaurant located high up in the Hollywood Hills. If you look outside, you can watch the fog rolling in over a twinkling grid of city lights.

If you peer inside, you can see Jack Nicholson cozily perched with co-star Ellen Barkin at one of the restaurant’s corner tables, his eyes ablaze with a mischievous gleam.

Smoking a cigarette and hanging loose, Nicholson is in high spirits, like an old surfer riding his favorite wave. Marking time as the crew of “Man Trouble” prepares for a new shot, he warbles Tin Pan Alley tunes and trades wisecracks with Barkin. When a prop man deposits a fresh mound of egg noodles on his plate, Nicholson launches into a cartoonish monologue, barking in mock-Japanese like an overwrought sushi chef.

It’s no wonder the two-time Oscar winner is in such a good humor. The movie he’s starring in pays specific homage to his devilish charms. Written by Carole Eastman, a lifelong pal who wrote “Five Easy Pieces,” Nicholson’s first starring vehicle, “Man Trouble” is a knowing romantic comedy that casts him as Harry Bliss, a con man posing as an attack-dog trainer.

Wearing a cheap sports jacket and a thin mustache, Bliss is dining tonight with his new client, a classical singer (played by Barkin) who has sought protection after a series of mysterious threats. As the couple polish off a few bottles of saki, you begin to suspect Mr. Bliss is just as eager to woo his new client as teach her about her new dog.

The crew is cheered by Nicholson’s corny antics. “We’re back into night shooting again,” a camera assistant says with obvious relief. “He comes alive.”

But not everyone on the set is in such good spirits.

Eastman, who spent a decade trying to get “Man Trouble” made, looks fatigued. Co-producer Bruce Gilbert, is subdued, having survived another battle with director Bob Rafelson. A strong-willed director who’s made five movies with Nicholson, Rafelson has been at odds with Gilbert for much of the 64-day shoot.

Tonight, Rafelson cuts his old friend some slack, letting Nicholson squeeze some extra humor out of the scene. As written, it plays like a quiet seduction. But Nicholson and Barkin are injecting the scene with a raucous display of one-upsmanship.

By the seventh take, Barkin is sliding her hand up and down her chest, clutching at the top button of her blouse as if cooling an overheated engine. Resting her chin on her palm, she lets her elbow slip off the table, like a wobbly drunk trying to regain her equilibrium.

It’s hard to imagine any actor keeping up with her, but she’s not working with just anyone--she’s sharing the spotlight with The Old Pro. From “One Flew Over the Cuckoo’s Nest” through “The Shining” to “Batman,” Nicholson’s been walking away with movies for 20 years.

With each take, his eyes narrow and his voice drops half an octave, easing into a hushed, conspiratorial whisper. His eyebrows dart up and down, as if on springs, as he slides closer to Barkin, a wolf on the prowl.

According to the shooting script, the scene ends with Barkin asking: “So, you think men and women can be friends?” Peeking around the room, Nicholson responds, with W.C. Fields-style sincerity: “Oh, yeah, absolutely.”

Sensing this seduction scene could use a chaser, Nicholson starts to improvise. When the camera rolls, he delivers his final line, then leans behind Barkin and motions to a kimono-clad waitress.

“Lotus pie,” he hisses softly, stealing a look at Barkin, making sure he won’t break the spell. “How about some of that nice Japanese coffee.” He holds up two fingers. “And a couple of snowballs.”

Rafelson beams. “Cut. That’s great.”

Barkin gives Nicholson a bemused stare. “Lotus pie?”

Nicholson flashes a broad grin. “I’ve always wanted to say that line. I mean, have you ever had good Japanese coffee?”

As the crew prepares for another take, a prop man brings in more noodles for Jack’s plate, taking away his bottle of saki.

A thirsty visitor pours a drink from the bottle, which is still warm to the touch. No wonder Jack’s in good spirits tonight. The Old Pro is sipping real saki.

It’s been more than two decades since Nicholson, Rafelson and Eastman teamed up to make the fabled “Five Easy Pieces.” Released in the fall of 1970, it not only made Nicholson a star, but ushered in a new era of American classics, marked by such ambitious films as Arthur Penn’s “Little Big Man,” Robert Altman’s “McCabe and Mrs. Miller,” Mike Nichols’ “Carnal Knowledge” and Peter Bogdanovich’s “The Last Picture Show.”

Twenty-one years later, “Man Trouble” marks a bittersweet reunion for Nicholson, Rafelson and Eastman. Once idealistic young Hollywood rebels, they are now battle-scarred veterans whose careers have spun into vastly different orbits. Nicholson is one of Hollywood’s reigning stars. Rafelson has carved a niche as a respected but fringe director. Eastman remains a cult figure, an accclaimed screenwriter whose scripts have largely gone unproduced.

Known for his loyalty to old friends, Nicholson has kept close relations with both Rafelson and Eastman for nearly 25 years. He has a pet name for each--Rafelson is Curly, Eastman is Speed. But moviemaking, even for old comrades, can be a wrenching experience. After following the stormy progress of “Man Trouble,” which finished shooting late this summer, you get a sense of why Hollywood friendships are sorely tested by flare-ups of creative tensions and the demands of career ambitions:

* Nicholson was always Eastman’s first choice for the starring role, but his salary demands almost derailed the project when it was finally set to shoot early this year.

* Insistent on protecting her screenplay, Eastman not only held out for a co-producer credit but wrangled a written agreement from Rafelson that he could not change her script without her permission. A daily presence on the set, Eastman worked directly with actors and often suggested dialogue revisions between takes. Much of her desire for control stemmed back to conflicts with Rafelson on “Five Easy Pieces.”

* Eager to avoid a skirmish with either of his old friends, Nicholson largely stayed out of the fray, forcing producer Bruce Gilbert to mediate disputes and debate script trims with Rafelson, who often stopped speaking to the producer during production.

Seeing these conflicts up close, you first wonder if Rafelson, Nicholson and Eastman--drawn to Hollywood by a shared passion for film--have given in to the tug of careerism. But the threesome’s relations, which have ebbed and flowed, sometimes buoyed by shared triumphs, sometimes soured by personal conflicts, are more complicated than that.

Eastman’s rigid script control limited many of Rafelson’s customary directorial prerogatives--and sparked conflicts--but no one was more effusive in their praise of Eastman than Rafelson. “The only scripts I read for pleasure are Carole Eastman’s,” he volunteered one day on the set. “With the possible exception of David Mamet, no one uses language as an instrument of comedy or drama as well as her.”

“Bob’s kind of an autocrat as a director,” explained Nicholson, who spent an evening at his house talking about the movie after shooting was completed. “So this kind of unusual collaborative effort is a little chafing to him. Bob can seem a little cavalier at times, but believe me, he’s one of Carole’s biggest fans.”

“Jack and Carole and I all have very intense temperaments,” said Rafelson, who was so embattled by the end of filming that he refused to conclude his interviews with Calendar. “People on the set often wonder what the hell is going on, because one minute we’re swearing at each other and the next minute we’re all laughing and kidding.”

The most heated skirmishes broke out over differences in filmmaking technique. Financed at a cost of about $30 million by Penta Films, and tentatively due for release early next year, “Man Trouble” is no art picture. Yet for the most part, Rafelson insisted on shooting comedy scenes using master shots. Eastman and Gilbert lobbiedfor more variety, preferring more close-ups of Nicholson and Barkin.

These disputes, which also raged over Rafelson’s insistence on cutting out entire scenes from the script, soured relations considerably between Gilbert and Rafelson.

“There was definitely a lot of tumult,” said Gilbert, who has produced such high-profile hits as “On Golden Pond” and “The China Syndrome.” “We’d have arguments over Bob shooting coverage, and he’d get better about it for a while, and then he’d go back to his old ways. We got close to having to insist on him shooting something different so we’d have insurance when we went to edit the film.”

Gilbert wearily wagged his head. “It was probably a lot for Bob to swallow. He stopped talking to me a few times during the shoot.”

When relations reached a low ebb, it was inevitable that the principals looked to Nicholson to see if he would step in and take sides.

“Jack was the real wild card,” Gilbert explained. “He’s known both Bob and Carole for a long time. But long before we started shooting, I think he’d made a commitment to the script. Jack was very supportive. He often tried to get Bob to relax and not be so paranoid.

“I don’t know how many late-night phone calls there may have been, but on the set, Jack supported the script. So if there was a debate over the script, he supported Carole.”

Having recently directed his own film, “The Two Jakes,” Nicholson was content to put his energies into playing his part. “I went out of my way not to put my two cents in,” he said, sipping coffee in his living room. “I think a lot of the problems stemmed from what you might call a fear of the creative moment. It can really change the dynamic of a film.”

Though Nicholson often talks around a subject, his description of his intense, almost masochistic relationship with Rafelson was incisive.

“There’s no doubt that Bob is a prickly character. But I’m a prickly character too. So when I work with him, I know I can shoot my mouth off and he can shrug it off--he’s got very broad shoulders.

“Sometimes I know I go too far. All Bob asks is that I try not to make too much noise in front of other people, who might not understand what we’re up to.”

Nicholson picked up a cigarette and tapped it on his coffee table. “Although after all this time, I’m not sure if we always know ourselves.”

Ask men what they remember about meeting Carole Eastman and they tell you how enamored they were of her beauty.

“Carole was a gorgeous California girl, strange and very beautiful--eerily beautiful,” remembers writer-director Robert Towne, who first met her when she was 19. “She had a head that was shaped like a gorgeous tulip on a long stalk.”

“Believe me, the first reason I was attracted to her wasn’t that she was a writer,” says Nicholson, who was in the same acting class as Eastman and Towne. “I didn’t know she could write. I just knew she was a knockout.”

Coming of age in the era of “The Blackboard Jungle” and “Rebel Without a Cause,” she was a brash teen delinquent, too wild for Hollywood High to tame.

“I got kicked out of the entire Los Angeles school system,” she recalls proudly, sitting in her trailer on the set. “They thought I was incorrigible. I was bored beyond belief--a constant truant.”

Eastman says she still has the letter her school sent to her parents, whose admonishments she recites from memory, with writerly relish: “ ‘We can no longer continue to allow Carole to carry on in her course of non-conformity.’

“My parents were horrified. Whatever would become of me without a high school diploma?”

Eastman came from a Hollywood family. Her father was a grip, her uncle was a cameraman and her mother was one of Bing Crosby’s secretaries. Her first love was dance--she even makes a brief appearance as a model and dancer in Stanley Donen’s “Funny Face.” But after suffering a broken foot, she turned first to acting, then to writing.

She was still a young dancer when she met a former jazz drummer who had come to Hollywood to seek his fortune--Bob Rafelson. They met through her brother, writer Charles Eastman, who went on to direct “The All-American Boy.”

Rafelson was immediately taken by her. “She was exquisitely beautiful and she had a scintillating intellect,” he recalls. “And she was like so many talented writers who work in Hollywood--she was extremely frustrated.”

Still, she had the knack. The first script she wrote, an oddball, low-budget Western called “The Shooting,” was made by another Hollywood rebel, director Monte Hellman. One of its co-stars was Eastman’s acting school pal, Jack Nicholson.

“Jack and I first met when we were 19 or 20 and taking Jeff Corey’s acting class,” recalls Eastman, who chain-smokes Carltons, tearing off the filter when she’s finished. “It was a wild bunch--Jack, me, Monte, Robert Towne and Dean Stockwell. When Monte got a job directing for Roger Corman, he asked me to write a script, which became ‘The Shooting.’ ”

If Nicholson was enamored of Eastman, you could say the attraction was mutual. “Jack defied description,” Eastman says. “I thought he was the strangest young man. He had this unusual nasal voice and such an odd way of moving.

“I kept thinking, ‘What is this? This I’ve never seen before.’ It was as if he’d been dropped out of outer space. I think I was a little put off, because I had such a strange mixture of fascination and--not quite revulsion--but a feeling of being unsettled. It was like seeing Marlon Brando on stage for the first time--he was it. “

Eastman falls silent. She seems momentarily distracted. “I was crazy about him,” she finally says with a sigh. “We never got into a full-scale romance, but we became real friends. Very good friends.”

By the late ‘60s, Nicholson had befriended Rafelson as well, who’d teamed with Nicholson to write and direct “Head.” Later, when Rafelson and Nicholson decided to do another picture together, they asked Eastman to write “Five Easy Pieces.”

Released to great acclaim in the fall of 1970, the film was a benchmark in Hollywood’s early-’70s Young Turks revolution.

Suddenly catapulted to stardom, Nicholson made it clear he’d have to be accepted on his own wayward, counterculture terms. Interviewed by Time after the film’s release, he explained one of the biggest ordeals of shooting the film: “We all took a vow to stay off pot. But I think I’m the only person who stuck to it.”

When Nicholson made plans to attend the 1971 Academy Awards, where he was nominated for best actor, Hollywood columnist Hank Grant brooded: “Hope nominee Jack Nicholson will have the good taste not to wear patched Levi’s and tennis shoes to the Oscars.” Nicholson behaved--he wore a dark suit. A year later, when he presented the best picture Oscar, he sported a McGovern for President button.

Today, Nicholson remains one of Hollywood’s bona fide superstars, commanding a mega-million salary. Producer Gilbert wouldn’t reveal Nicholson’s “Man Trouble” salary, but he spent five grueling months negotiating it. (Premiere Magazine reported earlier this year that the actor asked for $8 million, plus 20% of the gross.)

A blunt, acerbic man who has earned a reputation as a crusty Hollywood maverick, Rafelson has endured far more ups and downs. He’s made critically praised films, including “Stay Hungry” and “Mountains of the Moon,” but never enjoyed a mega-hit. A stubborn perfectionist, he made only two films during the 1980s (“The Postman Always Ring Twice,” with Nicholson, and “Black Widow”). Along the way, he was forced off “Brubaker,” after falling out with Robert Redford, and spent several years trying to launch “At Play in the Fields of the Lord,” which was ultimately filmed by Hector Babenco.

“Bob’s very smart, but he’s so dogmatic that he can’t get along with anybody,” says one producer. “With him, you realize there are two ways to see things--his way and the wrong way.”

Since “Five Easy Pieces,” Eastman has suffered her share of ups and downs as well. After a couple of abortive projects, she wrote “The Fortune,” a 1975 Mike Nichols film starring Nicholson and Warren Beatty. It was an expensive flop--the “Ishtar” of its day--and its failure further demoralized her.

“I don’t think it prevented me from writing,” she says quietly. “But discouragement can make you wilt--or turn inward. You begin to lose touch with your own instincts as a writer.”

She smiles, sadly. “I’ve just never had a big, moneymaking movie. In fact, my record stinks! It makes it hard to keep up the spirit or inspiration to write. If you’re always worried about having to rewrite your work, or have someone else do it, you can’t bring your best to your writing.”

She rubs out her cigarette, pulling off the filter and placing it on the edge of the table. She’s a woman of charming eccentricities--until “Man Trouble,” she wrote all her films under the fanciful pseudonym of Adrien Joyce. She’s also armed with a barbed sense of humor. Just ask about the notion of screenwriting as a collaborative art.

“Come on! Movies are an autocratic, star-driven market-motivated business. If you don’t like the writer and you just get rid of them, is that collaborative?”

Rafelson has frequently told Eastman she should lock herself away and write novels. “Carole is a hot-house flower,” says producer Lynda Obst, a friend of hers. “She’s an extraordinarily gifted person who has the disposition of a painter. She can’t write an assignment. Her artistic instincts are too personal.”

Towne, who’s survived a few crushing career blows himself, suspects Eastman would have been more productive if she had been born in France, whose film industry holds writers in higher regard.

“Carole is brilliant, but she’s very proud and fragile. And you’ll always have a hard time in Hollywood if you can’t handle the bruising confrontations you go through to get your work made in this forbidding, Rube Goldberg-style system.”

As she wrote “Man Trouble,” Eastman geared up for one final good fight: “My last fling,” as she puts it. She began writing the movie ages ago. Towne remembers her talking about it as far back as 1971, when they both were buying German shepherds from a pair of “weird, funny guys” who had a kennel off Doheny Drive.

Eastman says she took the script to David Geffen in the early 1980s, when Geffen had started his new record company, Geffen Records, and wanted to get back into the movie business. Though Geffen was a steadfast supporter, the movie didn’t get off the ground. Eastman spent much of the ‘80s reworking the script and looking for a star and a name director.

At one point, Jonathan Demme was attached to the script, with Nicholson and Diane Keaton co-starring. Later, Lawrence Kasdan signed on, with Robert De Niro and Jessica Lange involved.

“David might have made the movie if it had been rewritten. But he was such a gentleman that he would never take the script out of Carole’s hands,” says Obst, who was then a Geffen production executive.

Finally Eastman asked Geffen if she could take the movie and shop it elsewhere. He gave it back to her. Soon afterward, Gilbert got involved, taking the script to Meryl Streep, who loved it and signed on.

With Nicholson embroiled in “The Two Jakes,” Gilbert sent the script to Al Pacino, who agreed to do the part if Eastman would execute some rewrites. But then Pacino stalled. “I like Al,” says Gilbert. “But he’s the kind of insecure actor who says ‘Yes,’ but it’s not really ‘Yes.’ ”

When Pacino passed, Nicholson stepped back in, saying if everyone could wait till “The Two Jakes” was completed, he would do the part. Then Streep announced that she was pregnant and withdrew. But Ellen Barkin, who already had a good relationship with Rafelson and was admired by all the principals, was available.

Before filming could begin, Gilbert and Penta Films had to clear one final hurdle--Nicholson’s salary. Coming off “Batman,” Nicholson had leap-frogged into a very high rent district, commanding not only a hefty salary, but a big chunk of the film’s gross.

“Jack is very loyal to his friends,” Gilbert says. “But I think business came before loyalty. This was not a labor of love or a favor--Jack thought it was a great part. But he felt his deal had to recognize the financial success of ‘Batman.’ There were definitely times when he was prepared to walk away.”

The biggest sticking point wasn’t Nicholson’s salary, but what is known in Hollywood parlance as his back-end profit participation (which would include a percentage for Nicholson of various TV, home video and foreign sales of the film).

“Jack didn’t want to set any precedents with us, as an independent production, that would affect his future contracts with the studios,” Gilbert says.

A man whose face now shows the wear ‘n’ tear of his night-owl lifestyle, Nicholson bristled at the notion that his salary demands put undue pressure on the financing of “Man Trouble.”

“I have probably the best commercial track record of anyone in the business,” he says sharply. “My movies earn the money. In fact, my movies make money in advance.”

Nicholson’s eyes have an icy glint as he stares across the table. “No one loses money on me,” he says coolly. “Just ask people I’ve done business with. I’m a bargain.”

Even though it takes negotiations worthy of an arms treaty to lock him up for a film, Nicholson insists he’s uncomfortable with the deal-making that dominates the industry.

“I don’t like all that dotted-line business,” he says. “It takes a lot of the fun out of it. You can still make money on little movies, but the studios aren’t interested in the movie that’s the 12th-highest-grossing picture. They want to know which one made the most. “

He feels little kinship with most of today’s Hollywood Wunderkinder , who are technical wizards and marvels of style, but whose vision seems geared to the studio marketplace.

“So many of the filmmakers coming up today are being taught about marketing and financing, but not about moviemaking,” he says glumly. “ ‘Terminator 2’ is a deserved success, but I’m not interested in seeing that kind of film. The ones we grew up on, the ones by Stan Brackage and Jean Vigo and Alain Resnais--God knows what these young filmmakers would think of them.”

He smiles, uneasily. “They must think they came from outer space.”

Hollywood has undergone a radical transformation in the two decades since Nicholson and Eastman and Rafelson made “Five Easy Pieces.” Then in their early 30s, they were part of a rude, rebellious generation. Inflamed by the artistic passions of the French New Wave, they were eager to make movies that mattered.

Today, they have the air of weary survivors, though still full of hopes for a happy outcome to this oddly bittersweet reunion. Will “Man Trouble” be a triumphant comeback for Eastman? A career boost for Rafelson? A launching pad for Nicholson’s next mega-hit? Or a dispiriting last hurrah for this formidable threesome?

For now, Rafelson is locked away in the editing room, keeping his own counsel, preparing his director’s cut. After that, you can bet the movie will once again become a bumpy collaboration, with Eastman and Gilbert rejoining the fray.

“Don’t worry,” says Gilbert with a knowing chuckle. “Carole and I will be in the cutting room. And I’m sure we’ll have some more interesting debates.”

Sitting in her trailer on the “Man Trouble” set one day, Eastman recalled her favorite nights at the movies, when she and her handsome pal, Jack Nicholson, fueled with crazy dreams and desires, would stay up all night, first watching, then arguing about the exotic, enchanting films that were popping up everywhere.

“I called Jack up the other day to reminisce about those days,” she says. “We talked about how great it was to be so overwhelmed by those movies and the sense of wonder they offered. And then there was this silence on the line. And finally Jack said, ‘You know, those days are gone forever.’ ”

Eastman stared out the window, squinting in the bright sunlight. “And I hated to hear him say it, because I feel the same way.”