Film Review: Rules Don’t Apply, A Convoluted, Messy, Cloudy Love Story

Photograph courtesy of Twentieth Century Fox
Photograph courtesy of Twentieth Century Fox

Warren Beatty, the writer, director, producer and star of Rules Don’t Apply, has stated that the film is not about Howard Hughes (Beatty), which is mostly true. That being said, the story he’s chosen to tell wouldn’t exist or be worth telling with Hughes. In fact, the young would-be lovebirds at the center of the movie are brought together, torn apart, and the brought together again because of their overwhelming desire to be near the great and powerful billionaire inventor, industrialist, studio head, eccentric and recluse. As it turns out, being near someone that powerful can give one the sense that they too have a kind of power, and the desire to possess that influence might be more powerful than love.

Rules Don’t Apply is about a great many things, but at it’s core, it’s a love story—a convoluted, messy, cloudy love story between aspiring actress Marla Mabrey (Lily Collins) and the man hired by Hughes to be her personal driver, Frank Forbes (Alden Ehrenreich). Marla is part of a stable of young starlets all training to be multitalented performers, and Frank is among the small army of drivers who take them wherever, whenever Hughes wants them. It should be clear that just because you work for Hughes for event an extended period of time doesn’t mean you’ll ever meet him, as he moves from location to location with the stealthy urgency of a world leader.

Of the pair, Marla is the more interestingly written character. Raised as a devout Baptist and accompanied to Hollywood by her strict mother (Annette Bening), she’s also a songwriter of some talent. In fact, a song she writes about Frank is not only good, but it serves as a throughline for the film being performed in front of both Frank and Hughes, and serving different purposes in their lives. Frank’s pre-Hughes life includes a Methodist upbringing and a fiancee back home (Taissa Farmiga), but meeting Marla almost instantly makes both of those factors irrelevant, and I question why we spend time dwelling on either. At various points in the story, Hughes calls upon both of these young people to spend time with him, although according to staff rules (enforced by Hughes’s spies), they are not allowed to socialize at all, so every second they are together outside of driving to and from the studio is fraught with danger.

Photograph courtesy of Twentieth Century Fox
Photograph courtesy of Twentieth Century Fox

For a film that’s said not to be about Hughes, Beatty sure does spend a great deal of time focused on his comings and going—Congressional hearings, press conferences, business dealings, hours of him sitting in his darkened screening room, watching old films (mostly ones he produced) and dailies of young actresses. Admittedly, watching Beatty as Hughes is often fascinating, but it soon becomes more about observing an acting exercise and less about moving a story forward. And as the man who helmed such wonderful works as Heaven Can Wait, Reds, Dick Tracy, and Bulworth, this feels like a step in the wrong, muddled direction.

Beatty feels lost here, his focus scattered among these three stories, any one of which might have made for a much more interesting film. I certainly had no trouble enjoying the company of the two young, charming but still conflicted leads, and while I had no idea in which direction their story was going, the time and clutter we have to go through to get there is not worth it. Part of the problem is that Beatty has filled the movie with famous faces in smaller roles, and rather than simply cut some of the wholesale, he feels the need to introduce them and then, for the most part, never follow up on their respective storylines.

For example, Matthew Broderick plays another, more senior driver who befriends Frank, and he’s a fascinating presence in this film whom I would have loved to know more about. He makes out far better than most, including the likes of Ed Harris, Amy Madigan, Candice Bergen, Martin Sheen, Alec Baldwin, Haley Bennett, Oliver Platt, Steve Coogan and, god love him, Dabney Coleman—each getting a minute or two of actual screen time to intersect with Hughes and then, Poof, they’re gone. Granted, not every movie character needs or deserves a full backstory or fleshing out, but then why cast these wonderful actors if you aren’t going to utilize them effectively?

Photograph courtesy of Twentieth Century Fox
Photograph courtesy of Twentieth Century Fox

But Rules Don’t Apply has bigger problems than underusing its acting talent. The truth is, it’s not about anything. More to the point, it’s about too many things, not one of which rises the surface as its core value. I certainly don’t need a film to hit me over the head with its message or spell out its themes in neon letters. But I’d love to leave the theater contemplating something of substance, rather than simply wondering “What the hell was that?”

And there are still other issues. Since Hughes spent so much of his time existing in dark rooms, a great deal of the film is set in extreme shadow. Masterful director of photography Caleb Deschanel does his absolute best to make it work, but with so many theaters dropping the ball on projection quality, setting so much of your film in the dark is a risky proposition. And it makes the film look constantly murky. And then there’s the editing, which seems almost random and jarring at times, and I suspect there are several dozen versions of this film that could have been made (and possibly were) that all would have been equally puzzling. Considering Beatty hasn’t stood in front of or behind the camera in about 15 years, it actually hurts to watch him falter so completely. There are certainly small pieces of Rules Don’t Apply that are varying degrees of intriguing and even good, but the overall result lacks coherence or even simple entertainment value more often than not by a wide margin. One of the true disappointments of the year.

To read my exclusive interview with Rules Don’t Apply writer-director-star Warren Beatty and co-stars Lily Collins and Alden Ehrenreich, go to Ain’t It Cool News.

Steve Prokopy
Steve Prokopy

Steve Prokopy is chief film critic for the Chicago-based arts outlet
Third Coast Review. For nearly 20 years, he was the Chicago editor for
Ain’t It Cool News, where he contributed film reviews and
filmmaker/actor interviews under the name “Capone.” Currently, he’s a
frequent contributor at /Film ( and Backstory Magazine.
He is also the public relations director for Chicago's independently
owned Music Box Theatre, and holds the position of Vice President for
the Chicago Film Critics Association. In addition, he is a programmer
for the Chicago Critics Film Festival, which has been one of the
city's most anticipated festivals since 2013.