In January 1985, the phone rang. The caller announced that he was Orson Welles and that he wanted to have lunch with me. Thus began one of the most extraordinary and bittersweet adventures of my life.

Sometimes the journeys we take through this life begin and end in the most unexpected ways. My encounter with Welles in the last days of his life centered on a common interest: Sony's new one-piece camcorder, the Betacam. It had just come to market and Welles, always the genius filmmaker, had big ideas for what he could do with one. With Welles there were no limits. "You can't do that" wasn't in his vocabulary. This was a short, but very passionate story.

At the time I was running Television Matrix, a small video production facility in the Sunset-Gower Studios in Hollywood. I had been in California only a short time, having moved from Miami the previous summer. I had started in video production in 1975 and had been shooting mostly news for the networks throughout Latin America. Business was good because the networks were switching from film to tape in this period and they were short of video crews. In late 1982, I purchased something totally new—one of the first Sony Betacams delivered in the United States.

Beta Goes To Hollywood

One of our clients in Miami had been Entertainment Tonight. During a lull in a location shoot with Robin Leach, then an ET correspondent, I'd shown him the new Betacam. Leach had been offered a chance to do his own television show, but could find no one in the mid-1980s who could bring in a one-hour episode for his very low budget of $100,000. The Betacam, Leach thought, might be the answer.

"Could this work?" he asked me at the time. "Maybe," I responded. Only the Sony Betacam camcorder—the first one-piece camera and recorder ever made—and a standalone player existed. To edit, one would need to connect the player to another format to finish the work. That would mean integration with a one-inch Type C format system.

Leach made me an offer. If I could figure out how to make all the technology work, he would move me and my crews to LA to do the production on his new reality show. That motivated me to call Charles Felder, then the president of the tiny Sony Broadcast office in New York. My timing couldn't have been better. It turns out that Sony had the same thoughts about how to extend the Betacam and I had brought them the right project at the right moment. In a flash, we made a deal. In exchange for a small financial investment on my part, Sony would build an experimental facility in LA. They would make it a "first" that they'd advertise and show to others in Hollywood.

The Hottest Video Editing Suite in Town

The prospects were exciting for everyone. An elated Robin Leach began to plan for the new show, and I, along with several freelance crew members that I had worked with, moved to Los Angeles in the summer of 1984. One of the reasons we picked the Sunset-Gower lot (the old Columbia Pictures Studios) was it housed the broadcast center for the 1994 Olympics in LA that summer. When the Olympics ended, the networks would have a huge fire sale of their used broadcast equipment on the same lot. I had targeted the pieces we needed in advance, bought the gear, and moved it to our new edit bay days after the games ended.

We were lucky enough to hire Jim Fancher, now chief science officer at Technicolor in Hollywood, to build the facility. He was far more than a brilliant engineer. As a hands-on "can do" guy, he was also a natural-born negotiator who could coordinate the different technical approaches of companies whose gear would not work together. I will always picture Jim lying on his back under a rack of gear talking with tech support at some company about why their product wouldn't work.

Somehow, thanks to Jim, it all came together on time and on budget. By fall, we were ready. The show, now called Lifestyles of the Rich and Famous, went on the air. To be honest, I thought it was dumb idea that would last for one season if we were lucky. All I really cared about was that we had moved to Los Angeles and that Leach had paid for everything. I was ready for whatever came next. I can honestly say it was one of the great shocks of my life when the show became a major hit. I was totally unready for it.

We had built the first interformat edit bay in the nation (Betacam to one-inch), and Lifestyles was the first major magazine show to be shot using the new format. We had made history. The cost of television production had come down—way down. At least by half. Word spread fast and we were running facility tours in no time. Sony even hired Milton Berle to do a two-page ad for the facility and the technology concept behind it.

Enter Orson

A freelance editor for our show, Paul Hunt, also did some sound work for the legendary actor/director/producer/genius Orson Welles. He told Welles about our Betacam facility, now running almost around the clock, and from that moment on the great man's insatiable curiosity about every new sound and imaging technology took over. Welles wanted to meet me, and thus came a lunch invitation many film buffs would have died for.

To be honest, I knew very little about Welles. I had majored in television and radio at the University of South Carolina in the 1960s and it was hard to escape the many contributions Welles made to the broadcast and film industries. From audio special effects to remarkable moving dolly shots, Welles was a genius of the first order. But outside of having seen Citizen Kane, I didn't know the details of his career nor did I pretend to.

Our first lunch at Welles' favorite haunt, Ma Maison, was a roaring success. For reasons I still don't fully understand, we hit it off. Welles was curious about all things video, especially the Betacam, a device he envisioned to be an Arriflex camera that didn't need film. As our first meeting continued, Welles' small dog, who was seated at the table next to me, kept nipping at my leg. It was annoying, but I didn't dare take a swat at Orson Welles' beloved dog!

That lunch led to many others throughout 1985. In the earlier days of our relationship, he tested me in strange ways. One night, after midnight, Orson (he insisted that everyone call him Orson) called to ask for help in solving a sound problem he claimed to be having. He was recording and editing some narration on his Nagra tape recorder in his bedroom in the hills above Hollywood Blvd.

"Frank, after I do a splice with a razor blade, I get a bump in the sound when I play back the tape. What should I do?" he asked. This was a very strange question from the man who had practically invented modern sound recording. He had scared the nation with War of the Worlds and was asking me such a basic question about audio editing. Though half asleep, I knew he had to know the answer and instantly recognized it as some sort of test.

"Orson, your razor blade is magnetized. Get another one," I answered. "Oh, OK," he responded, apologizing for waking me and then promptly said goodbye. I went back to sleep and never heard of the issue again.

"Call Sony. Make It Work!"

As he learned more about video camcorders and nonlinear editing, Orson became determined to do a video project of his own. We visited New England Digital for a demo of nonlinear sound editing on the Synclavier. As for video, Orson wasn't content with just renting a Montage, one of the first non-linear video editors. He wanted his own, and he wanted it to sit next to his flatbed film editor at home.

As the talk turned to money (it always did in Orson's case), I offered to contribute video facilities and help him raise money for a one-man show to be called Orson Welles Solo. The production would be a retrospective of Orson's favorite theatrical material along with a big dose of magic—both new tricks and archival footage from Orson's glory days as a working magician. Our facility was already booked around the clock, but it didn't stop me from promising Orson anything he wanted.

Through a long and convoluted series of events (and with the help of the late Paul Rothchild, producer of The Doors, the Paul Butterfield Blues Band and Janis Joplin), the money was raised and the production was set to begin. Now Orson focused on how he'd use the two Betacams we'd secured to shoot the show.

Just as he had accepted no conventional technical limitations when he made Citizen Kane in 1940, Orson approached video in the same unrelenting way. In 1985, Betacams had Saticon tubes—not CCD sensors—and their ability to sync to one another via time code was, to put it mildly, a bit crude. Orson didn't care. He demanded that the handheld Betacams float around the set wirelessly and always be in perfect sync. He also directed that we shoot directly into bright lights and he didn't want to hear about any problems with lag.

"Call Sony and tell them to make it work," Orson demanded, slamming his fist on a table at one point. "Don't ever tell me 'No.'" I called Sony, and Sony responded by sending two expert engineers to help Orson push the video envelope on the project.

The day before the shoot was to begin in November, 1985, the Betacams were tweaked to the max. The jury-rigs—and there were a lot of them—were tested and re-tested. Every engineer and crew member that was to be in Orson's field of view was told that the words "you can't do that" were to be stricken from their vocabulary. With this project, I demanded, we will find a way to do any and everything Orson wants to do. All the old excuses about the limits of video will be left at the front door.

On the Evening Before the Big Shoot

As technical preparations for the shoot continued, Orson taped an appearance in the late afternoon on Merv Griffin's syndicated talk show. Normally, Orson disdained conversations about his past. He'd always say he wanted to talk about the future, not "go down memory lane." But, uncharacteristically, he did go down memory lane that afternoon with his old friend, Merv. Orson charmed the audience, both with stories and card tricks.

After the show, Orson had dinner at Ma Maison and then headed home to finish writing the script for our first taping, now only hours away. Our first day of shooting was to be in auditorium on the UCLA campus. Orson would call when he was ready for us to go to the location.

The next morning, as I awaited those instructions from Orson in my office, the phone rang. It was Paul Rothchild.

"Did you hear the news," he asked gently.

"What news?" I replied.

"Orson Welles is dead."

Orson had died of a heart attack during the night. He was found slumped over his typewriter, working on our script. Minutes later, a Welles assistant called and said bluntly: "Frank, the project has been canceled."

Welles' Legacy and Love of New Technology

I drove home—numb and unable to function. After the initial days of despair, my incredible year working with Orson Welles took on a new dimension. A new journey would begin. Those same Betacams were used to record Orson's memorial service a few weeks later and that event, in turn, introduced me to the remarkable men and women who had been associated with Welles from his days with the Mercury Theater. The film critic Leonard Maltin and I did a documentary with these fascinating people, and I later produced, with Mercury Theater actor Richard Wilson, a retrospective of Orson's best radio work from his personal tape collection.

A couple of weeks after Orson's death, his cinematographer, the late Gary Graver, came by my office for a visit. Gary said something I will never forget.

"I've been driving around for two weeks with Orson's ashes in the truck of my car," he said, matter of factly.

"What?" I responded, quickly envisioning a fender bender with the Hollywood legend's ashes being scattered across an LA freeway.

"I'm not going to take them into my house," Graver said, almost fearing the prospect. "What should I do?"

I thought for a minute, looked a Graver, and said, "I don't know." Some months later, Welles' ashes were buried in Ronda, Spain, on the property of a longtime friend, retired bullfighter Antonio Ordóñez.

The demise of our video project left me yearning to do some kind of major Welles project to fill the void. As I reviewed our time together, I recalled an extraordinary story that Welles had taken nearly two hours to tell me on a leisurely Saturday afternoon a few months earlier. It was about the events surrounding his production of Marc Blitzstein's musical, The Cradle Will Rock, in 1937. It was, Welles told me, the only time in U.S. history that the military was sent out to shut down a Broadway play. He wanted to make a movie about it, but had failed to raise the money.

That was it. I would try to get the film made. It took the support of many of Welles' original Mercury colleagues—including the late actor/producer John Houseman—and a lot of crazy investors to keep the project alive over the years. Most importantly, it took Tim Robbins, who recognized the power of the story early on and spent most of 1990s writing and directing the film that eventually came to the screen.

Houseman once said that it's rare in this life to be touched by real genius. Welles, said Houseman, was the real thing—perhaps the only real genius he'd ever known. Now, I understand what he meant. Welles, long before most filmmakers, saw the powerful potential of small format video. Yet, he was perhaps 20 years too early to enjoy the real fruits of the video revolution in his own work.

Whenever I see a tiny new camcorder introduced, or see Apple upgrade a revolutionary application like iMovie, I think of Orson. Oh, how excited he'd be. The pure magic of it all! If he were alive today, he'd be making his movies without regard to raising huge amounts of money. That, for both Orson and his audience, would be an achievement that we'll never be able to enjoy.

Frank Beacham is a New York City-based independent writer at http://www.beachamjournal.com. Beacham was executive producer of the 1999 Touchstone Films release of Tim Robbins film, Cradle Will Rock. He and George Demas have written Maverick, a new play based on the events described in this story.

Top CC image from Scary Cow/Flickr; shot of Orson with camera from MovieMail, which sells the brilliant latter-day Welles documentary F for Fake.