Joan Didion once wrote of Hollywood, “Much of what is written about pictures and about picture people approaches reality only occasionally and accidentally.” So it is with Midnight Cowboy, one of the classics of the short-lived New Hollywood era and the only X-rated film ever to win an Academy Award for best picture.

The long-standing myth is that the Motion Picture Association of America’s prudish ratings board, repelled by Midnight Cowboy’s scenes of fellatio, sodomy, homosexuality, and sadomasochism, slapped an X on the film before its release in May 1969. Which meant no one under 17 was allowed in the theater and suggested to mainstream moviegoers that the ratings board was effectively condemning the movie as pornographic. Later on, after Midnight Cowboy won best picture, an embarrassed board supposedly pleaded with producer Jerome Hellman and director John Schlesinger to snip a few frames of the film so that board members could claim the movie had been toned down and therefore had earned an R. But when the filmmakers defiantly refused to cut even one frame, the board sheepishly gave the movie an R rating anyway.

Call it a heartwarming story of Hollywood hypocrisy, one that got repeated frequently two years ago when Midnight Cowboy celebrated its 50th anniversary. There’s just one problem.

It didn’t happen.

Fortunately, the truth is a better story.

The cast of characters includes one of the film industry’s preeminent power brokers, who got squeamish over the sex scenes and generally raunchy subject matter of the movie; a gay film director who was still in the closet even while he sought to make a movie that dealt openly and frankly with sexuality, straight and gay; a politically connected former aide to President Lyndon Johnson who tried to steer the motion picture industry around the shoals of controversy; and a clever psychoanalyst with a passion for power who provided the phony rationale that allowed the studio head to do exactly what he wanted to do.

The story takes place at a pivotal moment in American cultural and political history, when homosexuality was still widely viewed as a contagious disease and a dire threat to American youth, while filmmakers were struggling for more freedom to tell adult stories.

Into the storm rode Midnight Cowboy.

Since this is a Hollywood story, let’s start with the man with the most money and power. Soft-spoken and serious, with an industry-wide reputation for being smart, tough, and fair-minded, Arthur Krim was a classic studio mogul, so powerful he didn’t even feel the need to live in Hollywood, preferring his native New York. He wore a gray bespoke suit to the office every day of his working life and was considered to be both the brains and moral conscience of United Artists, the famous anti-studio studio. “His mind was like a bear trap,” recalled David V. Picker, who worked as a senior executive at U.A. “Once something got into his head, it never got out.”

Krim was the kind of businessman for whom the phrase “pillar of the community” could have been invented; alongside his day job, he engaged in politics, the arts, and charitable causes, and he was a major fundraiser for the Democratic Party and a close friend of John F. Kennedy’s. After JFK’s assassination, he quickly and deftly made the leap to become one of Lyndon Johnson’s closest advisers. He even had his own bedroom at the White House for overnight stays. “No one had won LBJ’s trust and admiration more than Arthur Krim,” wrote Jack Valenti, the former Johnson aide who became president of the Motion Picture Association of America in 1966.

Krim had helped engineer Valenti’s ascendance to the role, prying him from the jealous grip of Johnson, who couldn’t imagine anyone wanting to leave his employ. Valenti soon discovered that despite its own sunny press releases, Hollywood was slouching toward a financial and artistic reckoning. Ticket sales had been steadily falling for more than two decades. The genres that had sustained Hollywood during its long golden age—Westerns, musicals, romantic comedies, biblical and historical epics—seemed tired and predictable, and many of the highly paid stars and filmmakers who worked on them had lost the magical power to attract increasingly younger audiences. In a time of political upheaval and changing social mores, Hollywood seemed less relevant than ever.

The rebels pounding at the gates included studio system veterans like Robert Altman, Sam Peckinpah, and Dennis Hopper and sophisticated New Yorkers trained in theater and television like Sidney Lumet, Mike Nichols, and Arthur Penn. Influenced by foreign filmmakers like Jean-Luc Godard, François Truffaut, Federico Fellini, Ingmar Bergman, Tony Richardson, and John Schlesinger, the new American iconoclasts set out to make more personal, character-driven films that defied, ignored, or subverted the old genres, appealed to sophisticated audiences, and explored adult themes and sexuality.

One of the fortress walls they sought to breach was the Production Code, the system of self-censorship that had been established in the early 1930s under pressure from the Catholic Legion of Decency and its puritan allies. The code banned vulgar language, upheld “the sanctity of the institution of marriage and the home,” and barred “lustful kissing” and “passion that stimulates the baser emotions.” Adultery, premarital sex, homosexuality, and abortion for any reason were not allowed, nor was anything else that might “lower the moral standards of those who see it.”

One of Jack Valenti’s early priorities was to scrap the Production Code as an outmoded impediment to creative freedom and new audiences. But it wasn’t easy. Mike Nichols had recently completed filming his first movie, a screen adaptation of Edward Albee’s incendiary Broadway play Who’s Afraid of Virginia Woolf?, starring Elizabeth Taylor and Richard Burton. Just 10 days after taking office, Valenti and his vice president, the celebrated New York lawyer Louis Nizer, flew to Los Angeles to the palatial office of Jack Warner, head of Warner Brothers, the film’s distributor. To Valenti’s dismay, he and Nizer found themselves negotiating with the mogul over specific language in the screenplay, agreeing they would leave in a reference to an imaginary game called “Hump the Hostess,” but delete three usages of the phrase “screw you.” “By today’s standards, the movie might be a training film for a nunnery,” wrote Valenti in his 2007 memoir, “but in the ’60s it was controversial.” He found the entire exercise demeaning and “even absurd, that grown men could be spending their time on such a puerile discussion.”

A few months later he was confronted with another controversy over Italian director Michelangelo Antonioni’s Blow-Up, which included some 15 seconds of frontal female nudity. MGM, the film’s distributor, ultimately sidestepped the Production Code’s disapproval by releasing it under the label of an MGM subsidiary.

Hollywood was even more squeamish when it came to homosexuality. Even the word itself was prohibited on the screen. Still, just as other adult themes started to seep into mainstream American films, homosexuality took its first baby steps out of the closet, but only in films that depicted gay people as depraved, unhappy, and self-destructive. Thus a handsome young senator, played by Don Murray, blackmailed about a long-past affair with a fellow male soldier during World War II, ends up slitting his own throat with a straight razor in Otto Preminger’s Advise & Consent (1962). A school marm (Shirley MacLaine) who harbors feelings for a fellow teacher (Audrey Hepburn) hangs herself in William Wyler’s The Children’s Hour (1962). And a troubled Army major (Marlon Brando) lusting after a young soldier shoots the man dead in John Huston’s Reflections in a Golden Eye (1967). These films should have carried a surgeon general’s warning: Homosexuality, like cigarette smoking, can be hazardous to one’s health.

At first Valenti toyed with the idea of killing the Production Code outright and replacing it with a simple cautionary label: “For Mature Audiences.” But this proved unacceptable to politicians and community leaders who saw adult-themed movies as a threat to America’s moral fiber. Valenti and the studio heads chose instead to replace the code with a ratings system designed, at least in its early days, to offer wider artistic latitude for filmmakers willing to accept an R or X rating, restricting audiences to ages 17 and over.

The new system took effect on November 1, 1968, just in time for Valenti’s guardian angel, Arthur Krim, to bring before the fledgling ratings board a serious problem.

Based on a 1965 novel by James Leo Herlihy, Midnight Cowboy is the story of Joe Buck, a handsome young Texan who abandons his job as a cafeteria dishwasher and boards a bus for New York City, the modern-day Sodom and Gomorrah, where he hopes to make a killing as a street hustler servicing affluent but frustrated older women. His business plan turns out to be fatally flawed—the only customers who show any interest in Joe’s sexual prowess are a handful of gay men, while he himself becomes fair game for a series of predators who quickly relieve him of his small stash of cash. The only person he connects with is Ratso Rizzo, a sleazy, bottom-feeding petty thief and con man with a debilitating limp and tubercular cough. Joe was played by Jon Voight, a tall, blond, and supremely talented newcomer starring in his first movie. His costar was Dustin Hoffman, fresh from his own breakthrough role in The Graduate (1967), now playing Ratso, a name that conjures up the feral, subterranean life he lives. 

The film shattered many barriers. Men like these hustlers—hungry, hollow outcasts—had never been depicted with such honesty and directness in a mainstream American movie before. Neither had this particular vision of New York—cold, bleak, corrupted. The acting is superb—not just Voight and Hoffman, but a small troupe of brilliant supporting actors—the screenplay terse and powerful, the camera work fluid, the music poignant and engaging. Even the costumes are memorable.

Still, no one expected the movie to make a dime. On the way to their first screening before the executives at United Artists, the chronically anxious Schlesinger turned to Hellman, his producing partner, and asked, “Really, Jerry, do you think anyone in their right mind will pay good money to see this rubbish?”

Turned out the answer was yes. The executives and staff at U.A. gave the film a standing ovation at the end of the screening. “It’s a masterpiece,” declared Arnold Picker, David’s uncle. One of those on his feet applauding was Arthur Krim.

He soon had second thoughts.

It was early spring 1969, and New York was entering a new era of revolutionary change in the way many creative people thought about and depicted homosexuality. Mart Crowley’s The Boys in the Band, the first mainstream play to focus on gay men, had opened six months earlier to sold-out crowds off-Broadway. The Stonewall riots, a landmark three-night confrontation between cops and gay and lesbian bar customers in Greenwich Village, were just around the corner. Still, sodomy even between consenting adults was a crime in 49 states, and it would be four more years before the American Psychiatric Association erased homosexuality from its official list of mental disorders. Not just the city’s ruling elite but a large subsection of its college-educated middle class was under the influence of the psychiatric establishment, which in 1960s Manhattan enjoyed the sacred status of a secular priesthood and which by and large viewed homosexuality as a contagion.

Two scenes in Midnight Cowboy troubled Krim. In the first a moon-faced high school kid, played by Bob Balaban, picks up Joe Buck outside a seedy movie theater on 42nd Street and agrees to pay him $25 for sex. They go up to the balcony, where the kid performs oral sex on Joe—we don’t see the actual act, but the kid slides down onto Joe’s lap while we watch Joe’s troubled expression and apparent climax. The next scene is in the men’s room with Balaban’s character gagging into a toilet bowl and then revealing to Joe he has no money. An angry Joe threatens to beat him and take his watch but eventually walks away in disgust.

The second scene takes place near the end of the film, when Joe, desperate for money to take his dying friend Ratso to the warmer climes of Florida, picks up an out-of-town businessman, played with agonizing precision by Barnard Hughes, in a 42nd Street arcade and then brutally beats him when he resists Joe’s demands for money. The man moans intensely, taking masochistic pleasure from the pain Joe inflicts. 

Still, when United Artists submitted the movie to the MPAA’s new Code and Rating Administration, the board came back with an R, noting the movie’s graphic portrayal of male hustling but acknowledging its worth as a serious drama. R stood for restricted; it meant that children under 16 (changed to 17 in 1970) would not be admitted unless accompanied by a parent or adult guardian.

Krim remained uneasy. He worried that an R rating meant children could be exposed to the movie if their parents weren’t vigilant. He decided to consult an expert who happened to be a neighbor of fellow U.A. executive Robert Benjamin in Great Neck, Long Island.

Aaron Stern was a psychiatrist and a member of the faculty at Columbia University’s prestigious medical school. He was personable, self-assured, sophisticated, and smooth-talking—“an urbanely packaged man, with gray, contoured hair, sharp but pleasing features, the sure moves of an athlete, and the alertness of a fighter pilot,” swooned Leonard Gross, who profiled Stern for the Los Angeles Times. Like Krim and Benjamin, the Brooklyn-born Stern counted himself a liberal at heart. But like many of his fellow shrinks, he clung to the conventional wisdom that homosexuality was a deviant lifestyle choice that children needed to be protected from at all costs. Homosexuals, he argued, were narcissists who chose to be gay because they could only love people exactly like themselves. “Theirs is a choice born of fear,” he would later write. “They withdraw from the frightening demands of a relationship with someone of the opposite sex and move into relationships with others who mirror themselves.” None of these sweeping generalizations were verified by actual research. They were the cherished opinions of Aaron Stern and the brotherhood of shrinks. (Stern, who is 95, did not respond to several letters and phone messages seeking comment.)

It was Midnight Cowboy’s “homosexual frame of reference,” Stern would explain in a 1971 radio interview, that caused him the most concern. “That’s no problem for an adult. If you choose the homosexual life, that’s fine. But before you make that choice, you should understand what homosexuality stands for.”

Peering past the convoluted language, Stern was basically saying that Midnight Cowboy could cause young men to become gay. His fears mirrored and affirmed those of Krim, who decided after consulting with Stern to reject the board’s R rating and self-rate the movie with an X. But because Krim’s maneuver was done behind the scenes, most people assumed the ratings board was responsible. The X rating damaged the film’s commercial prospects—newspapers and TV stations in many cities refused to accept advertising for an X-rated film, and half the country’s theaters even refused to book one.

Still, United Artists not only took the X rating in stride—it was its idea, after all—but found a way to capitalize on it. “Whatever you hear about Midnight Cowboy is true!” boasted one of the first ads. Gabe Sumner, U.A.’s veteran chief of advertising and promotion, understood that the younger, more engaged moviegoers who were Midnight Cowboy’s target audience could be attracted rather than repulsed by the X rating. “The quality was there, no question—I was sure Hoffman and Voight would be Academy Award nominees,” he recalls. “The question was how to make the movie more potentially exciting to the general public. I felt the controversy over the X rating would give it an extra dimension. The movie needed to get out of the art house and into the public square.”

And that’s what happened. Midnight Cowboy premiered on Sunday, May 25, 1969, at the Coronet Theatre on Third Avenue between East 59th and 60th Streets. The reviews were excellent. While “not a movie for the ages,” New York Times film critic Vincent Canby wrote, “as long as the focus is on this world of cafeterias and abandoned tenements, of desperate conjunctions in movie balconies and doorways, of ketchup and beans and canned heat, Midnight Cowboy is so rough and vivid it’s almost unbearable.” Archer Winsten’s New York Post review pronounced the movie “so extraordinarily good, and surprising, in so many ways that it’s hard to give it adequate praise.”

The most powerful verdict came that evening when Schlesinger learned that the line for tickets at the 598-seat Coronet stretched all the way to the 59th Street Bridge. The people waiting, who were mostly members of what the New York Times called “the under-30 brigade,” set a new one-day record for attendance at the theater, and long lines continued all summer long and into the fall. By early August the movie had pulled in more than a million dollars even though it was only playing in 11 cities. The following April, Midnight Cowboy was nominated for seven Academy Awards and won three: best picture, best director, and best screenplay.

Soon after, United Artists returned to the board and asked for an R. The board members, who’d been publicly mocked as prudes for the X rating, were somewhat puzzled but complied without serious debate. “There was no issue about it,” recalls Stephen Farber, who was a college student member on the ratings board and later became a prominent film critic and film studies professor at UCLA. “We watched the movie again, and then everybody voted R. It was not controversial.”

Farber says he found Stern’s notion that a movie might have the power to change a teenager’s sexual orientation “bizarrely paranoid...but I think [Stern] was definitely reflecting the views of the time about homosexuality within the psychiatric profession.”

Farber’s view was not widely shared. Jack Valenti, who was desperate to extricate himself and the Motion Picture Association of America from the endless culture wars over movie censorship, was so impressed with Aaron Stern that he hired him as a consultant to the board and later appointed him administrator of the code. Stern enjoyed every second of his newfound fame. In an April 1970 appearance on The Dick Cavett Show, he defended the ratings system. On the one hand he denied that the ratings board was attempting to censor filmmakers. The code, he claimed, was “designed to permit as much freedom and creativity to moviemakers as possible.” Yet at the same time, he made clear that his velvet glove concealed an iron fist. “A lot of people aren’t happy with an X rating,” he told Cavett, “but I think in life you have to be mature enough to accept the price for what you do.”

Stern went on to dominate the ratings board, issuing rulings based on his own creative psychological theories and sensibility, and intimidating movie producers into making twice the number of changes to their films as had been mandated under the old Production Code. When Stephen Farber and another former board member, Estelle Changas, wrote an op-ed piece in The New York Times criticizing Stern’s reign, the ratings czar enlisted three prominent directors and producers—Ernest Lehman, Sam Peckinpah, and Don Siegel—to write letters to the Times defending him (the fact that all three filmmakers had movies in production that would soon be up for rating by Stern’s board went unremarked upon).

Stern and his wife moved to Hollywood, bought a house in Beverly Hills with a private screening room, and became friends with Warren Beatty, Clint Eastwood, and director William Friedkin.

He terrorized some filmmakers. Bert Schneider, a partner in BBS Productions responsible for producing Easy Rider, Five Easy Pieces, and The Last Picture Show, found Stern’s interference infuriating. “I saw the Aaron Stern version of Macbeth. I wish I could have seen yours,” Schneider told his pal Roman Polanski after Stern dictated the cuts required for Polanski’s Macbeth (1971) to avoid an X. Samuel Arkoff, the combative chairman of American International Pictures, complained publicly that “Dr. Stern has evolved the new system by himself. He is using the whole country as a guinea pig for his own psychiatric beliefs.”

All in all, Stern failed to deliver the tranquil, evenhanded regime that Valenti had hoped for. “Today,” wrote Vincent Canby in June 1972, “the situation seems more chaotically hypocritical than ever.”

Stern resigned from the board in December 1973 to take a job at Columbia Pictures as head of special projects. A remorseful Valenti later told The New York Times, “I once made the mistake of putting a psychiatrist in charge, Aaron Stern.” He later told Farber, “I will never again have a psychiatrist or a psychologist on the rating board.”

But the legend of Midnight Cowboy’s X rating only grew over the years, aided and abetted by failing memories. Jerome Hellman, John Schlesinger, and David Picker all claimed at various times that Valenti and the board had rated the movie X and then begged them to snip a single frame so that the board could re-rate it as an R.

As for Aaron Stern, he and wife eventually returned to New York, where he revived his private practice. In 1979 he published Me: The Narcissistic American. Its conclusion, based presumably on personal experience: “We are, after all, each and every one of us—beginning with the moment of our birth—narcissists.”

Excerpted from Shooting Midnight Cowboy: Art, Sex, Loneliness, Liberation, and the Making of a Dark Classic by Glenn Frankel. Published by Farrar, Straus and Giroux, March 16, 2021. Copyright © 2021 by Glenn Frankel. All rights reserved.

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