Peter Bogdanovich’s first impression of Cloris Leachman was nothing like the lonely housewife she played in “Last Picture Show.”

The director recalled his first meeting with Leachman, who died Wednesday at 94, when he was casting “The Last Picture Show.”

“One of the producers was Bob Rafaelson. I said, ‘I don’t know any 30 or 40ish women.’ So he made me a list with Cloris and Ellen Burstyn and some other women,” Bogdanovich recalls. “She came in with two or three of her kids, they were very noisy and obstreperous and she was dressed very casually. She was completely wrong for the part, I thought.”

But when she started to read the script, “She was completely different,” he says. “She gave a wonderful performance right away. I think I cast her right then, I didn’t see anybody else.”

Lazy loaded image
Director Peter Bogdanovich on set, 1971 Courtesy Everett Collection

Leachman never forgot a difference of opinion she had with the director when shooting the dramatic last scene in the film. “She said, ‘I’d like to rehearse this with you’ and I said ‘I don’t want to see it until we shoot it.'”

“You can rehearse with whoever you want, I told her,” says Bogdanovich, who was borrowing a hint from John Ford. When Henry Fonda wanted to rehearse for “The Grapes of Wrath,” Ford said “If they play it for me, it’s like they’ve already done it. Ford was talking about what he called the “first-time emotion,” Bogdanovich explains.

“So I said ‘action!’ — one of the parts of the scene is very long, she had a lot to do, and she was brilliant on the first take,” the director says. “Cut, print, you just won the Oscar,” he told her as the scene wrapped.

Leachman wanted to do a second take, saying she could do it better. Bogdanovich said “No, you can’t.”

It was a point she would insist on for the rest of her life. “The last time I saw her, she still said ‘I could have done it better.'”

“Jesus Christ, Cloris, you won the fucking Oscar,” Bogdanovich thought. “It might have been better technically, but it wouldn’t have had that emotion,” he contends.

She was fearless when shooting the scene where she’s in bed with Timothy Bottoms, Bogdanovich said. “She didn’t mind taking off her clothes. I said, ‘Why don’t you get into bed with your bra on and the underpants,’ so she had to take that stuff off while she was in bed, I didn’t want her parading around naked. She had no modesty — she did whatever was needed. But Tim was not very happy with that scene, it was very awkward for him.”

Leachman and Eileen Brennan worked hard on their Texan accents during the production, he says. “We wanted it to be very authentic, so they kept doing it all the time, even when they were off the camera. They were all talking Texas all the time, it was quite funny.”

Bogdanovich cast her again in Henry James adaptation “Daisy Miller,” as the mother of Cybill Shepherd’s character.

“It was a completely different character — she was just brilliant, very funny. I was very impressed with her in that too.”

After her emotional Oscar-winning performance in “The Last Picture Show,” Bogdanovich says he was blown away when she demonstrated her range in Mel Brooks’ “Young Frankenstein” a few years later. “I had never seen that kind of exaggerated comedy from her.”

“She could do anything. It’s rare, she was an all-round solid” performer, he says.

Like her ability to adapt to comedy or drama, her appearance would also change, says Bogdanovich. “She could look very plain, like she was in ‘Picture Show,’ then she could be very glamourous, she could look ravishingly beautiful. She could appear both ways, but everything she did was very real.”

When I cast her I said “You, in this part, could win the Oscar.” When you have actors who have been around a long time and haven’t had a chance to do something extraordinary, and they get something they can really sink their teeth into,” the Academy says “wow.” “They’re impressed because they’ve been around so long, and suddenly they had a breakthrough.”

The director continued to see her over the years, including at an Academy tribute to “The Last Picture Show.” “She still had the same pert attitude, she was never old.”