The contract Allen had with Palomar Pictures gave him carte blanche to do what he wanted with Take the Money and Run, including final cut, setting the precedent for how he works to this day. "They never bothered me," he said. "It was a very pleasant experience. And from that day on I never had any problems in the cinema from the point of view of interference in any way."

As a neophyte director, Allen admitted he sought very little help from more experienced filmmakers. "It never occurred to me for a second that I wouldn't know what to do," he said, and let the vision of the film in his head guide how to do it. He did have lunch with Arthur Penn who imparted some technical information (such as the process of color correcting shots) and some logistical details, but otherwise, he just dove in.

Allen may not have known much about directing, but he knew what he liked, so he showed his crew some movies that would make more concrete his abstract thoughts about what he wanted: Blow-Up (1966) for the use of color, Elvira Madigan (1967) for its lyrical romanticism, I Am a Fugitive from a Chain Gang (1932) for its sympathetic prisoner-on-the-run theme, and The Eleanor Roosevelt Story (1965) for its documentary approach to a subject.

Most of Allen's production team was chosen for him, but he did pick the costume designer, cinematographer and art director. A few weeks into production, however, he encountered problems with his choices and fired both the costumer and cinematographer.

San Francisco was chosen for location work after it was decided that using the first choices, either New York or Florida, would add $500,000 to the budget. The city had to double for locations as widespread as New Jersey, Ohio, Baltimore and Georgia.

Principal photography on Take the Money and Run began in the summer of 1968. Allen later said he was not nervous about his first day but was so excited about shooting on location in San Quentin prison that he cut his nose shaving that morning. The mishap can be seen in the prison scene in the movie. He and his team found the inmates there to be very friendly and cooperative. The prison authorities also eagerly welcomed the production but issued a warning: cast and crew were always to be accompanied by guards and if taken hostage, the gates would not be opened to secure their release.

Janet Margolin loved working on Take the Money and Run and got along well with Woody. She was delighted to be playing her first comic role and found it to be her best experience in front of the camera since her debut in David and Lisa (1962).

Many of the cast members were non-professionals and were chosen because they would seem more authentic and real than character actors in the "documentary" approach Allen had in mind.

Allen encouraged his cast to improvise, often shooting as many as three impromptu gags for each scene.

Allen shot countless takes on Take the Money and Run and printed most of them because in his inexperience he assumed a good director must do many takes and protect himself with coverage from all angles. He continued the practice on his first few movies but then gained the confidence to do what felt more right to him - long takes, with little or no coverage and very few retakes.

Fouad Said, the film's original cinematographer, who was replaced a few weeks into production, had recently invented the Cinemobile for the TV show I Spy, a vehicle that facilitates the transport of equipment on location shoots. Using this device, Allen was able to shoot as many as six locations per day, three times the usual for a Hollywood film unit at that time. As a result, he brought the picture in nearly a half million dollars under budget and a week ahead of schedule.

The real story of the Take the Money and Run production began after shooting wrapped. Allen's attempts to cut the picture together were, by all accounts, disastrous. One of the main problems was that he had chosen to end the film on a very downbeat note, having Virgil die a bloody death in a hail of gunfire, a la Bonnie and Clyde (1967). This was followed by a brief humorous scene at his funeral when his wife hears him whisper from below ground, "Get me out." But even this last gag couldn't undo the humorless effect of that violent death scene.

To test initial audience reactions to Take the Money and Run, Allen screened the rough cut for soldiers recruited from a USO club. Although he learned later from more seasoned directors that they always explain gaps, changes, and areas for future work in a rough-cut screening, at the time he just ran the film as is without comment. The young men at each of the screenings sat stone-faced all the way through. The worried producers turned for help to editor Ralph Rosenblum, who had cut Mel Brooks's acclaimed comedy The Producers (1968).

Rosenblum found Allen to be reserved, despondent about the problems with his film, but not at all arrogant or demanding. He admitted to not knowing what he was doing and followed Rosenblum's suggestions.

One of the first things Rosenblum did was to ask to see all the material that had been cut out. He found that Allen had removed many of his funniest bits.

Another Rosenblum touch was to rearrange the film. Since it was so loosely structured anyway, with many scattershot visual one-liners, he was free to use the documentary style to change the order and pace of the film to better effect. He split the interviews with Virgil's parents into several segments that he could go back to in order to have something to cut away to, a bridge between other sequences.

Rosenblum had Woody write new pieces of narration and voiceover to help bridge the disparate pieces. Allen displayed a virtuosic ability to go into a corner and whip out new pages in no time that fit perfectly with Rosenblum's suggestions.

The new editor (listed in the credits as editorial consultant) also identified the music as a key problem with the picture. He found that Allen had put gloomy music behind some of the scenes to emphasize his character's sad life. Rosenblum substituted new, upbeat music-a Eubie Blake ragtime piece here, a bossa nova there - to show Allen the improvement, and offered the advice to always cut with music, even before scoring was done. This aspect of the picture was also helped tremendously by composer Marvin Hamlisch, a former rehearsal pianist new to the business who amazed everyone with his ability to take suggestions and compose just the right piece of music in virtually any style in an astonishingly short period of time.

Despite their satisfaction with Hamlisch's work, everyone was driven slightly crazy by his personality. He would call constantly, obsessive and nervous, wanting to discuss the score, begging people to hear what he had immediately written. Sometimes he even insisted they listen over the phone, questioning what instruments they preferred to hear playing, asking for scenes to be extended to accommodate the motifs he had created. Hamlisch's melodramatic nature increased when he was around the calm and not very talkative Allen. At a recording session for the main title sequence, an original ballad with which Hamlisch was particularly pleased, Allen listened impassively, shrugged, and asked, "What was that?" The composer was so devastated that when Allen left the room, he lay down on the floor of the studio and wept.

by Rob Nixon