Karen Sperling is an author and filmmaker. She is the daughter of writer-producer Milton Sperling and granddaughter of Warner Bros. executive Harry Warner. Her first feature film, Make A Face, was shot in and near her Manhattan apartment in The Dakota building between 1969 and 1970. It was shown during the 15th London Film Festival in 1971.
    Her second film, The Waiting Room (1973), was also shot in New York and is notable for being the first ever made with an all-female crew.
    Since then, she has written screenplays, educational novels about the medical profession (published by Doubleday) and a series of interactive children’s books (www.invitationalbooks.com). She has also lectured extensively on doctor-patient relationships, and helped build health centres to support women with breast cancer.
    Between 1971 and 1975, Karen had a relationship with Frank. When I approached her, she was blissfully unaware of being mentioned in books by Nigey Lennon (as ‘Miss Moviola’: “She was excruciatingly sophisticated and confident – and Frank was plainly crazy about her.”), Pauline Butcher (“She radiated health, like women do when they're in love – full of smiles and blooming.”) and Howard Kaylan (“This one was really lovely and very nice – some were not.”), and has never written or spoken about her time with Frank. Until now.
    Before we sat down to chat, she told me she had managed to have a quick look at the Kindle version of Pauline’s book, and said, “Dear me, I sound like a rich bitch who thought I was a creative genius!”

Have you read a bit more of Pauline’s book now?
I don’t think I’d ever read any books about Frank, so I skimmed through it – just to kind of remember him, and also see what she had said. It was not very flattering [laughs], but I was not naked with my dog! I did have a dog in the movie… [laughs]
    I think everybody looks at who they are, and what they see and notice in others is different. I don’t know how disinterested Frank was that evening, but he called me and said, “Please come to me,” the next day! So her interpretation was a little personal.

Okay, let’s go back to the beginning. Tell me when and how you met Frank.
I had made Make A Face, my first feature, and they were doing publicity for me. They asked me to be on What’s My Line? Do you know what that is?

Yes, the panel game show – we had a version of it over here but I wasn’t an avid watcher, I must admit.
That was a long time ago.
[i] But it had a wonderfully witty panel.
    Now because if they said my name, they would know who I was, and I wasn’t famous enough to not say my name, so they decided to call me ‘Miss X’. Usually they would have people on and say their name, then they would have to guess what that person did.

So they didn’t have masks on for you?
No, I was just ‘Miss X’, and Frank was the mystery guest.
    So I met him, but I didn’t know a thing about him. I think I asked, “Oh, are you a band from San Francisco?” – that might have been the feeling I got.
    He had just finished 200 Motels, and he was on a publicity tour for that. I guess he asked me for my number, and I must have given it to him because he ended up in my apartment and said he wanted to play the music for 200 Motels for me.
    Now I lived next door to a guy named Gary Smith who was one of the first people to put together big act shows on television. I was living in the Dakota still, and I think we went to their apartment because I remember introducing him to the kids that lived there, and my friend who lived with his wife Gail – her name was Gail too.
    My father was a classical pianist – aside from being a producer and writer – and he played in Carnegie Hall when he was seven years old.

He loved classical music. So I had records – real records! – of Stravinsky, whose music Frank loved. So I played him some of my dad’s old records.
    Stravinsky came to our home – I think we had his 72nd birthday at home. So I think that made Frank feel like I had some interest in good music. I’d been raised on classical music.
    So we were together that night. And then also he was in town for a couple of days, and I met him again at his hotel. Then he asked me to come with him to the airport. So I went in the limousine with him to the airport, because he wanted to be with me some more. And that’s the first time I knew he was married, because he took out his wallet to show me his children. I think he had Moon at that point.

Yeah, Moon and Dweezil were alive in 1971.
So I was surprised: ‘Oh – married!’
    I’m giving you everything I remember – is that okay?

Absolutely wonderful!
He said he was coming back – because he was about to do that big tour. And I was going to be opening my film at Carnegie Hall, and also going to Europe for these film festivals. The London Film Festival had invited me to speak three times at the director’s forums. So we were kind of packed up and going at the same time. And we got a suite together in London.

Did you attend the London premiere of 200 Motels with Frank?
I don’t remember if I went to the opening in London. I must have, but I don’t remember. But he must’ve come to see my film, Make A Face.

What did he think of it?
Well Pauline said he thought it was excellent, so I’m glad to hear that!
    You know, I was the first woman in this country to do a feature like that – except for one other woman: sorry, I can’t remember her name
[ii] but she was married to the man who made On The Waterfront. She had directed.

Yeah, Elia Kazan’s wife. A very lovely woman. She was an actress, and I think she was in the movie and directed it. But she had not produced it.
On Make A Face, I was working with a director originally, and he was taken off the film and I ended up producing the movie. Then I worked with my editor, and we decided to work with split screens – the first feature with split screens.
    So I was innovating on some level, and Frank was doing all video on 200 Motels. So I think he appreciated that I was innovative, a woman, and had done something more than most people at the time [laughs].

What did you think of 200 Motels?
I’m sure I enjoyed it….I was not a band person, by the way. I didn’t do the Beatle thing. I was never anybody who joined in. I didn’t have a group. I was always writing. Most of the men in my life were older.

If you don’t mind me asking, how old were you at that time?
Probably 26.
    So, I wasn’t aware of rock music or anything. The apartment I lived in was in the Dakota, where John Lennon was murdered. I actually helped them get into the building…I’ll tell you who I knew from London, who did a wonderful story on me. He was really a nice guy, a major interviewer. He was friends with the Lennons. And he had asked me after doing the interview if I could help them get in the building – because it was a co-op. And I had to go before the committee and guarantee they would not go naked in the building. Which I did! [laughs] But I never knew them, I just helped out. I wish I could remember his name…it was like John Chamberlain or something. A wonderful guy, who did a lot of big interviews.
    Okay, so somehow Frank and I ended up in London together, because I guess he wanted to be with me in London, and I wanted to be with him. He was there for about four or five days with me, and then he had to go on tour. So I was staying behind to do some publicity. And then all I remember is I ended up on a plane to Switzerland, because I was invited!
    I’ll tell you a little something about Herb and Suzie Cohen. I really loved Suzie, she was this wonderful red head. And I loved Herb too, he was a real sweetie. They…now you know, Gail I never met. She was somewhat politically active and would go to my parents’ home over the years, later on – in the 80s or 90s. But I never ran into her.

So was she even aware of you?
Okay, let’s go back – and let me give one quick caveat: I think Gail was probably the best person for Frank to be his wife. I would never have done all the things that she was comfortable with. And also caring enough to be with him through anything he needed. And as far as I know, she had businesses on the side that helped support them. There were so many other things I ended up interested in throughout my life that, if I had had to be a star’s wife, probably wouldn’t have happened for me. So I congratulate her for being a good partner to him.
    I think Herb appreciated me, because I was a ‘softer’ person. I had my own whole sense of self and worth. I know Gail was involved in telling Frank what she thought, and I think that that was annoying for him because, you know, managers and wives are gonna fight over things. So I think Herb was more comfortable with me. And he also did tell me that he had never seen Frank so happy, which made me feel good.
    So, to Montreux. I was studying magic at the time – not black magic, just what magic was. And I remember sitting in the hall where he was playing. I lit this little candle and I was reading my book on magic. I looked at the flame and I got scared. I went down to the dressing room, and he had just gone back up on stage and I asked the bodyguard to go up and get him off. I said, “Just get him off – something’s wrong.” So he went up, he called to Frank, Frank backed up, and a beam fell down right where he had been standing. On fire. Somebody had shot a firebomb into the rafters. And it really was like minutes to get everybody out. I think the only person that got injured was the bodyguard who got blown through a window.
    So we went back to our room and – you know, it burnt down! And one of the amusing things was, the first radio show that called to find out what happened was Bern Radio from Switzerland. I remember laughing about that. And of course he said I need to call Gail and tell her I’m alright. And obviously he wanted me to stay with him because then we went to Paris.
    The interesting thing about him was he had some sophisticated tastes: he liked good wine, he liked good food…he wasn’t as grungy as he seemed to be for most people. And of course his music was extremely complex. So his audience was divided between young people, hippies, etcetera, and architects, and doctors, and lawyers, and mathematicians and engineers, that would appreciate the complexity of his music.
    Now of course it had burnt down all of his equipment, everything was gone – it was like going with a cowboy who wasn’t packing. So we were going to Paris, because he was supposed to be playing there before going to London. And we were going through the airport and they stopped him. He had a vibe, I guess. They wanted to search him. So we had to talk them out of that.
Paris.JPG    I was very surprised because he was wearing a beautiful long coat from Saks Fifth Avenue; it wasn’t like he was…you know.
    But anyway, that got cleared up and we went into Paris. He wanted to go to try find some equipment. But they had had the May Day riots and there was some concern about them starting again, and they didn’t want to have him do a concert. So that concert got cancelled.
    Pauline mentions I had all of these society-like friends. Well my friends were not like that! My girlfriend, who I met in Paris, was this darling woman who had helped with the Bobby Kennedy campaign, And the reason I mention that is I was sitting with her and I said, “I have a bad feeling. I don’t know why.” And she said, “Don’t feel that way, because I felt that way about Bobby.” There was some sort of interconnectivity, about his wellbeing, that we talked about sometimes. So that was in Paris, and we were going from Paris to London.
    I thought it was the Albert Hall, but you said it was the Rainbow Theatre. Anyway, we had a half a day, and I decided to have the car – we had a chauffeur car – because it was going to be his birthday coming up. I thought I’d try and go find him some original music, by Stravinsky or somebody. So we were going to this music store to get him a present, and then I told the driver to turn around and go back. I went back to the dressing room to be with him, because this foreboding started again.
    I think there were 3,000 people in the theatre. And there were 3,000 people waiting for the second show. So he goes up on stage and I was meeting some friends there. I was holding his coat. And I decided we should go up to the dressing room, and we were walking along the stairs and I literally dropped the coat and ran on stage. I didn’t see the guy come up and knock him off, but I went to the front of the stage and looked down and he looked like a broken puppet. His leg was twisted – he was down, he was done. They called an ambulance, and I got in it with him – and there was like 6,000 people – you know: three in, three out – and everybody upset. We were in the ambulance, and he said to me, “Don’t leave me.” I said I wouldn’t, and we went to a hospital.
    They took him originally to a regular hospital, in a ward with about eight other people – not even separate from anybody. And I thought this is not where he should be. I remember I gave him some little pieces of peppermint, because his mouth was really dry, and I said “Look, I’m gonna see what I can do.” I don’t know who was doing anything at that point, but because I had been a Warner – it wasn’t Warners anymore, it was Kinney that owned it – and I think I called my father’s lawyer in New York, and I said, “Please get a hold of them and get him out of here.” I got him a private ambulance and took him to the private hospital, where he was properly cared for
    Something he said the next day when I went to see him was really funny: the doctor who was looking after him had a limp. And Frank said, “This guy’s gonna fix my leg and he’s limping!” [laughs]
    And again: the message had been “Don’t leave me,” so I got a little weekly apartment and I would visit him, and of course Gail was called – which was totally appropriate – and she showed up. I don’t think Herb had to juggle us, but I’m sure it was helpful if he knew when she was there!
    Anyway, at that time, I have to be honest, I loved him and I wanted to be with him. We were very close and had been through quite a bit within a few months. And after a couple of weeks, I said, “I have to go home. I don’t know where else to go, now you’re being taken care of.” So I went home, and that was that segment.
    Any questions?

Yes! How did you manage to stay in touch with him after you went home?
I didn’t. He called me. He would always call me.

How long after? He was in a wheelchair for a year.
Once he started going back on the road, he would call me.
    Now I had other relationships at this point. I had dated Peter Watkins, the guy who made Privilege
[iv] and The War Game[v] – an English director. He created the docudrama.
    One time, Frank called me when I was in New York when I was dating another director. I was in the hotel with him and Frank called and I took the call [laughs]. And he said he was coming.
    At one point, he had wanted me to come up to Toronto, so I met him there. That was the time when they threw the head of a dead pig in the dressing room, which upset him.

I’m sure. Howard Kaylan mentions that in his book. The guy who threw it thought it was a ‘loving gift’ for Frank, but it obviously didn’t have the desired effect.
I would be with him when young people would come up to him and say, “Hey, Frank – we have Zappa Island, and we go out there and we get really stoned!” And I’d look at him and say, “Well, you don’t get stoned?” He never did. He was scared of them. He didn’t want to mess with his head. He felt his head was plenty busy [laughs], not to get busier! And he had difficulties with some of the other band guys, because they’d get stoned.
    I was there when Jean-Luc Ponty and George Duke were there. And then there was a woman at one point?

Ruth Underwood.
Yes. So he had some wonderful musicians.

That was a great band.
He dragged me on stage a few times – I don’t know what he wanted me to do! Because I played the harpsichord a little bit, I guess he wanted me to play the piano or something. But I kept begging out.
    So I said to him, “Why don’t you do anything against drugs?” He felt everybody had a right to whatever their choices were, but he did start doing anti-drug commercials.
    I was in Aspen at one point, visiting my aunt, and he called and he’s in Denver. I got in this little plane, scared shitless, to visit him. I don’t really know why, but I remember this: we were eating in a no-big-deal hotel, and whatever he said to me, whatever he did, I went upstairs and locked him out of the room [laughs]!

You also told me you went to Hungary with him one time – he didn’t actually perform there until near the end of his life.
Yeah – man, why did I do that? I must have been going on another trip too. I can’t imagine I would have just gone there.
    I had a friend who was Tibetan, who had been run out of the country – he was an artist and a restorer. And I had helped him get a lawyer to get himself a passport to get to the United States. And he had introduced me to a Lama, and he had these big Tibetan bells and gongs. So I asked if I could borrow them to take to Frank, because I knew Frank loved different instruments. So I remember carting all these bells over [laughs], and we went to visit a musician who played – it wasn’t a harpsichord, it wasn’t a piano – it was some other kind of beautiful instrument, and we went to a studio and Frank loved all of these different instruments and sounds.
    I of course would go to LA to see my family, but I never called him. But I did see him in LA – all of this was over a four year period – I made a second film, The Waiting Room, and I was screening it in LA. And I decided to screen it for him. I maybe got to him through Herb, and he wanted to come see it.

Did you ever talk about doing any projects together with Frank – films or anything else?
I do remember a manuscript about the girls – The Groupie Papers. But. I was doing other projects – I was writing, I optioned several books to do. I optioned one by Viva, Andy Warhol’s character, which was pretty out there. I loved her. I’m trying to remember how out there I was! I’ve done so many other things since then – I had kids, wrote some books, designed a literacy programme for RKO pictures, did an ashram for a few years…I don’t remember being too gamey! But I certainly was attracted to Viva and her story – another renegade like character, who was very free willed. Then I optioned The Kin Of Ata Are Waiting For You by Dorothy Bryant, which was a kind of classic – very interesting story, but also kind of out there.
    So I was a writer, a director and a producer, so I’m sure we talked about stuff. We must have had some cohesion and caring for each other, or I wouldn’t have been seeing him over a four year period.

He had planned to do a film about Billy The Mountain at the start of 1972, but obviously because of the Rainbow, because of being in a wheelchair, that all just ended.
I don’t remember hearing about that, but I think that Frank certainly was a singular creator, but I’m not sure how co-operative. In my vision of what I wanted in my life would have been to work with my husband. I never wanted to be with somebody and have them go off to work, and I’d go off to work and never see them. And when I married my first husband – my only husband – we ended up writing two novels together for Doubleday. He was a doctor, but he was off for three years because of political stuff, and that was ideal for me to work with the person who was my partner.

Did Frank ever give any indication that he might leave Gail at any point?
I don’t know. I do know, as I said, that he’d asked me not to leave him when he had been injured. I think he got totally compromised in terms of being cared for under something familiar, and being traumatised and all that stuff. So I just don’t know where it would have gone had that not happened. My understanding of our intention was to be together. But the way he needed and developed in his sense of who he was and what he created etcetera, I probably wouldn’t have survived that kind of relationship. Personally, for me, I don’t think it would have worked. And as I say, I think Gail probably was the best for him.

I read that you wrote a Broadway musical. Was that ever staged?
No. It was about Victoria Woodhull and her sister Tennessee Claflin. I had originally written it as a screenplay, for Jane Fonda and Goldie Hawn. That didn’t get made.
    Victoria ran for President of the United States in 1872. And she was a spiritualist and a free love advocate. And she had this wonderful background in all of American history in terms of being the first woman to run for President, so that really interested me.
    Over the years, I re-wrote it for a mini-series for it that didn’t get done, so then I wrote it as a musical. It was about to get done at the Manhattan Theatre Works, and then my daughter passed away. My only birth child. We buried her on her 18th birthday.
    So I could not proceed with that.

Understandably so.
    Presumably you wrote the book for that and not the music?

I wrote the book and I wrote with a woman named Jill Knight; I wrote the lyrics and she wrote the music.

You mentioned the harpsichord. You play the flute, I understand. I’ve seen pictures of you playing drums in the street.
You know where I played those? I’ve fed people on the streets for many, many years, and down in Venice there’s a boardwalk where musicians and street people go. And I had a dear friend down there who I had known for many years, Abraham. And I brought a friend down with me who ended up living with him in his van and playing the drums with him. And I thought, well if she can play the drums with him, I’m gonna play the drums too – that looks like fun!
    This was…maybe not quite ten years ago – I was like 65 years old. When my daughter died, she was a musician. She was a guitarist. And when she died, I had just bought her a Moog synthesizer. And I had to return it.
    I was with my business partner for my children’s books and I said, “You know, I have to play music – for her.” So I bought a flute. And every time I’d start playing it, for years I’d just start crying. So that didn’t work. But many years later, I thought, ‘I’ll play the flute with the drums.’ So I got a street cube and a mic. My pal Abraham had this little street band on the boardwalk and I played the drums for a while, and then my hands started hurting. So I played the flute with my mic, and he let me! [laughs]
    So for five years, every weekend, I played music on the street.

Going back to Frank. You said you knew him for four years. How did it come to an end?
I came to LA – again, he must have called me, because I never remembered calling him. I don’t remember having his phone number! So he probably called me and I told him I was coming to LA.
    We met in the studio. There was just a nice feeling – we connected and I felt engaged. I wanted to see him and he wanted to see me. We went to Canter’s, to the deli, and had a sandwich together. And I told him I was getting married.

How did he react – was he upset?
Oh, come on: he said, “Good for you!” of course. [laughs]

Did he ever mention any other women to you?
I don’t think I knew much about other women. But one time when we were together, he had a suite, and there was a girl knocked at the door. This was before the fire, and I heard later that he had a woman come live with them together, so there were three of them for a while, which is not something I probably would have done. But this woman wanted to come in, and she had some kind of shoe fetish or something.

That would be Nigey Lennon, I think.
Okay. She was very sweet, and he was very sweet with her. And he said she could come in but she had to stay in the living room; she couldn’t be with us because I was with him. So I remember that incident.
    I think one time he asked me if I had given him the clap. And I went, “What!? I’ve never had the clap! You must’ve got it from somebody else, big boy!”
Obviously he wasn’t gonna be faithful to me if he wasn’t faithful to his wife.
    I do remember telling him, “You know you sleep with women who sleep with a lot of other men. So let me say something: you’re actually sleeping with them too. She’s just like the in-between!” [laughs]

How do you look back on your time together these days. Is it something you think about fondly? Often?
Well, thank you for giving me the opportunity: I never really think about it. Although I must say lately, I have a friend and we’ve been working together for a couple of years on a wake-up call for nuclear arms. She lives in Hawaii, and every night we talk to each other, and we share our memories. So I’ve been remembering all of the people in my life, and she’s always going , “You’ve got to write that down!”
I’m sure I would have remembered Frank in the last year. And I guess once in a while I’ve told the story. If I meet a musician, I’ll say I knew him; it makes them happy to know someone who knew him.

So after 1975, you had no more contact with him?

And you don’t listen to his music at all?
No. You know, I had all his albums, and I gave them to my best friend’s daughter – she wanted to collect them. So I don’t have his albums anymore.

Okay. Finally, how can we get to see your films – can they be seen anywhere?
Oh gosh, no.
    I had them on 35mm, and I carried them around with me for 40 years or so. And I discarded them. The lab that had them in New York disbanded, so all of the negatives were gone. I put them on ¾ inch tape, then I put them on DVD. So I have some DVDs of them. But I don’t look at them. Somebody told me it’s possible that I lost a reel on the DVD of the first movie and I don’t have the heart to look. And I have a 16mm reduction from the 35mm.
    When they were reviewed, they were called ‘Mabuse’ films – kind of psychological suspense films.
    I’ll tell you a little story real quickly about the first one. I’m in the movie, I directed the film. I had a wonderful editor who really made the movie work. She did a spectacular job with what we had. I was interested in R.D. Laing at the time. He did the The Politics Of Experience. Basically he felt that dreams, fantasy and reality were all equal. He was a psychotherapist. And in order to know someone, we needed to share all three of our lives: our dreams, our fantasies and our reality. And that was the whole person. So the structure of my films was experiential, so you couldn’t tell what was a dream, what was fantasy and what was real. It was compared to Blow Up!
    I remember I was in the ladies room when it was being screened at Carnegie Hall, and this woman walked and said, “If she was a Warner, why didn’t she make a western?” [laughs]
    It’s really an inventive film. And I’m just telling you about it because I doubt that you’ll ever get to see it.
    So you couldn’t tell which was real and which was not real. And the movie starts with “Dreams are more real than reality. In the day it’s quiet.”
    When I was speaking at the director’s forum in London. I was standing there looking like the character in the movie – I had the same hair and everything. And this woman stood up and said, “Is she gonna be alright?” And I said, “Thank you from the bottom of my heart. You just had the experience that I wanted my audience to have. You don’t know what’s real anymore, because I’m right here and I’m fine!” [laughs]
    So that’s what I wanted to create and that would have been the experience you would have had.
    The Waiting Room is the same kind of experiential film. But I wanted to have all women on the crew. So I mean again. maybe that’s why Frank liked me –it was kinda innovative in terms of sticking my neck out. I literally interviewed hundreds of women who knew nothing about making movies. The woman who ended up being my camerawoman had done porno films, so she knew how to light a red leather couch!
    I had two pretty good gaffers and I had one professional assistant director.
    That film is also very poetical and ethereal. Things happen and you don’t know how they happen. And I did a lot of bounce light.
    One of the things I wanted was that you never were in the room with a character if you couldn’t be in a room with a character – so there’s no from above shots, all the lighting is bounce lighting. It was as though you were there. If she’s walking down the street, you’re following here down the street. If she’s sitting in a room, there had to be a place in the room for you.
    So that’s the kind of movies I was making.

Fantatstic. Okay, well thanks very much for your time – some very interesting insights there.
Thank you. That was fun!


Photo of Karen taken during our Zoom chat on 10 February 2021.
Image of Frank and Karen at Orly Airport taken from an interview filmed by the Office de Radiodiffusion-Télévision Française in December 1971.

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[i] Season 22, Episode 36 of What's My Line? featuring FZ was broadcast on September 23, 1971.

[ii] Barbara Loden (1932–1980), who wrote, directed and starred in the independent film, Wanda (1970).

[iii] Frank actually went back on the road – with the Grand Wazoo – in September 1972.

[iv] 1967 British film starring Paul Jones, lead singer and harmonicist of Manfred Mann.

[v] The 1966 BBC pseudo-documentary that depicts a nuclear war and its aftermath. It caused such consternation that it remained untelevised in Britain until 1985.