Theodore Rex

(Whoopi Goldberg + Police Dinosaur) x Lots of Lawsuits = How Did This Get Made?!?!

Nobody sets out to make a bad movie. But the truth is, it happens all the time. And every time it does, there’s a fun misadventure and cautionary tale lurking somewhere behind the scenes. This is that story for the most expensive movie that ever went straight to video: THEODORE REX.

Synopsis: In a futuristic society where dinosaurs and humans co-exist, a police detective (Whoopi Goldberg) partners up with a Tyrannosaurs Rex to track down a mad scientist bent on creating a new Armageddon.

Taglines: The World’s Toughest Cop is Getting a New Partner. He’s a Real Blast From the Past. And Don’t Even Think of Calling him Barney

With a budget of $35 million, Theodore Rex holds the distinct honor of being the most expensive film ever to be released directly to video. Not to mention the fact that the film made major headlines when Whoopi Goldberg allegedly broke contract to escape from this film, only to be sued and, essentially, forced to do the film against her will. How could so much notoriety come from a movie that began with the noblest of intentions?

Here’s what happened, as told by those who made it happen…

This special feature by Blake J Harris has been developed alongside Paul Scheer and the gang at the How Did This Get Made to supplement the podcast. Please check out the companion How Did This Get Made podcast episode here.

Theodore Rex


  • Richard Abramson, Producer
  • Jonathan Betuel, Writer/Director
  • Stefano Ferrari, Producer/Financier
  • Bruce Lanoil, Head Puppeteer
  • Walter Martishius, Production Designer
Producer Richard Abramson, who also used to be Pee-wee's manager/producer (photo credit William E McEuen)

Producer Richard Abramson, who also used to be Pee-wee’s manager/producer (photo credit William E McEuen)

Part 1: The Starfighter, The Hustler and the Pharmaceutical Tycoon

Jonathan: After Starfighter, I had written a couple of scripts and then watched what appeared to be “go pictures” turn into development deals with directors that were from another planet. And you just get frustrated when that happens. You wind up in an endless development corral.

Richard: Whether you’re a writer, director or producer: if you can actually get something made in Hollywood, it’s a great accomplishment. It’ll give you a thrill that you’ve never had before.

Jonathan: I wanted to do something out there, you know? Something completely unexpected. Things were starting to feel, I don’t know, a little bit formulaic. And I had just sort of wanted to break the box a bit. I wanted to take something—maybe a familiar point of view, like a buddy cop movie—and shake it up in a way.

Richard: A cop and a dinosaur. It seemed like a good idea. Jonathan: But it’s easy on paper, what can I tell you?

Richard: I’m not sure how familiar you are with my background, but what I was known for at the time was Pee-wee Herman. I was his manager and his producer. So I think because of the nature of that movie—not only the movie, but the television series and other stuff—I think for that reason Jonathan got to me.

Jonathan: I met Rich Abramson first through David Snyder, who had been an art director on Blade Runner. He introduced us and Rich really liked the pitch.

Richard: Although I had produced a studio film before [Pee-wee’s Big Adventure] and Executive produced another popular film called The Big Picture, I wasn’t really a “player” in the business. That’s because—without getting too much into the details—I’d had been a contractual dispute with Pee-wee and was no longer his manager. I lost all of my…power, so to speak. And I was disappointed, but I still wanted to make a movie like everyone wants to make a movie.

With Jonathan wanting to make a movie outside the studio system and Richard, seeking redemption, possessing the knowhow, it seemed like a good match. But what they really needed, and they would need a lot of it, was the money to get it done. That’s partly why it ended up taking six years to eventually get this movie off the ground (1989-1995).

Richard: You know, the motion picture business has a reputation for attracting money. When I first started, there was German Tax shelter money. And then the Japanese came in. There was always somebody that producers could go rape and pillage to get money from.

Jonathan: Raising $35 million was the key to this equation.

Richard: What happened was, I became friendly with a man named Stefano Ferrari. Stefano came from one of the largest pharmaceutical company’s in Italy, but he didn’t want to be part of that business so he moved to America; he kind of lived off his father’s money and then went off to form a film production company.

Stefano: My dad had actually cut me off years earlier because of my professional and lifestyle choices. At the time, I was living off my wife’s modeling money and the residuals from an aerobics tv show I had made for Italian television). Anyway, I read the script for T-Rex—by the way, the film used to be called T-Rex so I’m going to refer to it as that—and I have to say it was really, really a good script. Now, I can guess what you are thinking, but at this stage the script was a really a gritty sci-fi story. It was a dark, futuristic buddy cop movie, but where one of the buddies just happened to be a dinosaur.

Richard: So Stefano and I, we started working together and set out to raise money for Jonathan’s script.

Stefano: The story about Jonathan was that he had a very aggressive, very “powerful” in quotes agent. Richard was trying to get the rights to the project, but he had no money to do it. So as the initial seed money was coming in, his agent was imposing a lot of things on us. And one of those things was that Jonathan would direct the project. There was no script without Jonathan directing it.

Jonathan: If you write, you have a responsibility to your material to direct.

Stefano: One thing for sure is that Jonathan is bigger than life. In both personality and physical stature. And, you know, he could explain the project really well. He was really into it. He had a vision. At this point, we had a lot of confidence in him.

Jonathan: The thing about Stefano is that he was just such a gentleman. A gentleman and an aristocrat. You just wanted to protect him from all the craziness of making a movie. But the fact of the matter is that, in the end, nobody’s protected from it, are they?

Theodore Rex

Part 2: An Asteroid Named Whoopi

Stefano: First of all, the lead character was a white male originally. So we were thinking of someone like Kurt Russell. But then as the budget for the film grew a little bit—to pay Jonathan and hire some animatronics people to make a head that we could show to investors and distributors—and what happened was Richard realized that in order to really raise the money for this film we needed to get a star. And eventually he came up with the idea that Whoopi Goldberg would be very good for this.

Richard: Whoopi—being funny and sassy—plus a dinosaur, it seemed like a good idea.

Stefano: Whoopi was just out of Sister Act 2 and that was why we thought she could get us the distribution we needed.

Jonathan: I rewrote the script to that because I thought the pairing of a dinosaur was still unique enough that maybe Whoopi would bring some zaniness to it.

Richard: I had become friendly with a guy by the name of Larry Finch; he was kind of a guy around town who was friends with Whoopi Goldberg. I approached her with the concept and it seemed like a good idea to her. We eventually had a couple of meetings, made her an offer of $5 million and she said “I’m going to do this. I’m in.” And then we started pre-production and hiring people.

Although it had taken a while to get the film off the ground, T-Rex was finally headed towards production. Until things got, well, complicated.

Stefano: And this was a process that had happened over months; everyone was excited and things were moving ahead until suddenly Richard would call Whoopi and she stopped picking up. And if he ever got her on the phone, there was always an excuse. Meanwhile, the conversations with her agents were getting less and less dynamic.

Richard: To this day, I don’t really know what happened. I just think that she, hmmm, no. I don’t know. I really don’t know.

Stefano: Whether this happened because, you know, Whoopi found information about Richard and decided this would not be good for her within the industry, or her agents talked her out of it, which was the speculation at the time—this is a very dangerous project, Betuel might not be up to par as a director, you’re going to be acting against an animatronic—I don’t know for sure.

Jonathan: Stefano had graciously given Whoopi—who at that time was sort of betwixt the good favor of Hollywood—this landmark banner deal to which her manager/producer then took to the studios to used raise her price and get her a three picture deal. I don’t blame her for that, really, but it got to the point where Stefano was still paying holding money on the vast amount of money that was set aside. And Whoopi’s people, they basically said: we know you paid this, Stefano, and we’ll give you your money back. But if you’re looking for anything more than that then sue us. Not in so many words, but that was the crux of it.

Stefano: Personally, I am not a litigious person, but Richard and I debated for a long time what to do. I was really against [suing her]. I think a 3-year-old could realize that you don’t take to court your star. Because even if you win, what do you get out of it?

Richard: The Italians said, “you gotta find a way to get her to do it.” So I was basically following the wishes of the people who had financed the film.


In March 1993, a suit was filed against Whoopi Goldberg, who then fired back by countersuing Richard Abramson.

Stefano: Prior to the lawsuit, Whoopi came to me and said: listen, let me out of this thing and I will help with the project. And I thought we should take her up on this offer. Because she had CAA behind her—she was very powerful in Hollywood—and she would have brought in a star that maybe wasn’t as big as her, and maybe been an executive producer. But when that opportunity came, Richard didn’t take it. In hindsight, I think not agreeing to this was probably the biggest mistake on T-Rex. Which does not mean the film would have been any better, but I’m talking about from a financial standpoint.

With no contract ever signed between the parties, this case seemed destined to be a grueling he-said/she-said dispute. Except for the fact, that as luck would have it, Richard Abramson had come across a secret weapon…

Continue Reading Theodore Rex (An Oral History) >>

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