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COCOON (1985) Howard was directing actors more than twice his age in this sci-fi ensemble starring Don Ameche, Gwen Verdon, Wilford Brimley, Hume Cronyn, Maureen Stapleton, and Jessica Tandy as old-timers who cavort with aliens. And no, it didn't necessarily sound like a better idea back then -- but the result won Ameche an Oscar. ''This was back to high anxiety for me. I wasn't working with Brian -- it was [producers] Richard and Lili Zanuck and David Brown.... Each couple worked very differently, and it was tricky getting them all on the same page. But it wound up being an important experience, and one that I always wish I could have over, because I was anxious through the first two thirds, and the last third I was just so beat.''

GUNG HO (1986) Howard and Michael Keaton bonded again in a comedy about the culture clash between an American car company and its Japanese parent. ''I don't think the whole thing holds together as well as some of the other films, but there are some sequences I'm as proud of as anything I've done. For the title sequence, we went to Japan and ran around with a camera. Literally, it was myself and [cinematographer] Don Peterman and Michael. We had nothing scripted -- it was like the old days when they were making a one-reeler, a silent comedy.''

WILLOW (1988) Based on a story idea by producer George Lucas, who put up the money himself, this fairy tale costarred Val Kilmer and Joanne Whalley (as neither the dwarf nor the baby). It was Howard's first big movie -- reportedly costing a then-hefty $35 million -- and was his first big run-in with critics. ''That was my doctoral work because of the demands of the movie...and George was the professor. There were days I joked I wasn't directing a movie, I was executive vice president in charge of cinematic affairs. We worked a lot on the script. I knew in my heart it was good, but we had some areas that were stronger than others. Willow made it into the black...but the critics were very hard on it. Talking about it now, I still get a knot in my stomach.''

PARENTHOOD (1989) Howard bounced back with this family comedy starring Steve Martin, Dianne Wiest, Keanu Reeves, and Martha Plimpton. ''It was a next-to-impossible screenplay to solve. We kept developing it, but it wasn't jumping out at any of us. Then we went back to the original idea of doing it in a broader and less stylized way. At the time, Brian and [screenwriters Babaloo Mandel and Lowell Ganz] and myself all had young children, and much of the comedy came from our experiences. One that leaps to mind is projectile vomit, launched at totally unexpected moments. And Brian had actually lived through this moment where he and his girlfriend had gotten [intimate] pictures developed and they fell into the parents' hands, so that was where that Martha Plimpton/Keanu Reeves moment came from.''

BACKDRAFT (1991) Howard was intrigued by the idea of working with fire in this drama about two flame-fighting brothers, played by Kurt Russell and William Baldwin. ''Fire was a character, and a hell of a scary character. I learned a lot from Robert De Niro, who [played an arson investigator]. It was a money job, but he liked the script and could fit it in. He did a week of research, and then he asked if he could have another week [before beginning filming], and I thought it was a scam, that he had to go get another award somewhere. But I was cynical and wrong. He so thoroughly [researched] his character, getting his attitude from one guy and his posture from another. I realized that he's not relying solely on invention, he's looking around and getting the truth and showing it back. It was kind of embarrassing to be learning that for the first time, but it's served me well on many films since.''


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