THE RINGER: What Do George Clooney, Nazareth, and a 16-Foot Mechanical Bear Have in Common?

Answer: ‘Grizzly II,’ a bonkers unfinished ‘80s monster movie filmed in Hungary that you’ve almost certainly never seen. It took crooks, Clooney, rock stars, Laura Dern, Charlie Sheen, and some fearless filmmakers to get it made. After decades in obscurity, it’s finally being resurrected for the world to see. But how? And why?

August 31, 2020 by Brian Raftery

Even now, decades later, no one’s sure what became of the giant mechanical bear. For a while, there were stories of it being seized by angry Hungarian authorities. Then came rumors that the bear had perished in a mysterious warehouse fire. All anyone knows for certain is this: In the summer of 1983, a 16-foot-tall fake grizzly slipped behind the Iron Curtain and never made it back out.

The bear was a high-tech terror, with lifelike claws and jaws, and covered with real fur. A team of effects wizzes had spent almost half a year building this perfect beast, before finally delivering it to a wide, leafy park outside Budapest. That’s where the bear was to star in one of the most ambitious movies ever semi-made.

The film was titled Grizzly II. Or maybe it was The Predator (accounts from the time vary). Its setting was Northern California—unless it was actually Wyoming. And the script followed a vengeful “devil-bear” that stalks a massive, drama-stricken electro-rock festival. Grizzly II was a little bit Jaws, a little bit All That Jazz, and a whole lot of maxed-out ’80s grandiosity. And it would all climax with a massive concert held deep in the woods of communist Hungary, where a (very fake) Western synth-pop act would entertain nearly 50,000 (very real) Eastern European music fans.

It all sounds like the stuff of a strange, half-remembered dream—the secret-forest setting, the towering mega-bear. And for the cast and crew of Grizzly II, the movie was kind of a dream. Making a film, even an insane-sounding film like this, requires hustle and hope. And many of those who journeyed to Soviet-controlled Hungary that summer did so believing they’d emerge with something unforgettable.

They arrived in the fields of Budapest in August of ’83, having traveled from all over the world. Their numbers included brooding new-wavers, raging classic-rockers, and Jazzercising dancers (not to mention a revered Oscar winner who found the whole thing ludicrous). Also along for the trip were three unknown young American actors with short résumés and long-revered last names: George Clooney, Laura Dern, and Charlie Sheen.

Just months after Ronald Reagan declared the USSR an “evil empire,” they’d all converge upon the vast Soviet military base that would serve as the film’s main set. As Soviet tanks hid in the distance and secret police looked on, the Grizzly II faithful kicked off the film’s 45-day shoot—a rare moment of communal warmth at the height of the Cold War.

But what started as an act of global goodwill quickly became one of the most chronically imperiled productions in movie history. Less than 24 hours after Grizzly II began shooting, the movie’s American producer inexplicably vanished, along with the money he’d raised. It was the beginning of a disappearing act that would last nearly four decades. The concert, the 16-foot bear, even Grizzly II—they’d all vanish from sight. Until now.

“We Have Plenty of Mysteries”

Doomed movies don’t just keel over and die. They’re euthanized slowly, via a series of rewrites and reshoots and reshufflings—a process that can take months, or even years. The ordeal of Grizzly II, however, has stretched on so long that a complete account of its making (and unmaking) is near impossible. Many of the film’s key players have died. Others have dropped out of sight, lost in the wilds of Hollywood or Hungary. And Grizzly II’s survivors don’t always agree on what went wrong, and who’s to blame.

As a result, many tales from the film’s productioncourtesy of interviews with nearly 20 eyewitnesses—are at least a little bit apocryphal, with subplots and sidetracks likely never to be resolved. Even Suzanne C. Nagy, the Hungarian-born producer who’s long served as the film’s inadvertent caretaker, can’t explain all of Grizzly II’s turns of fate. “We have plenty of mysteries,” says Nagy, who sometimes refers to the movie simply as “The Grizzly.”

What is clear, though, is that the long lurch of The Grizzly actually begins back in 1975. That summer, as Steven Spielberg’s shark tale Jaws was gobbling up theaters, screenwriters David Sheldon and Harvey Flaxman were chatting about a camping trip Flaxman had recently taken with his family. “There was a scare about a bear being loose, and people were screaming,” Sheldon recalls. “I looked at Harvey and said, ‘Wow, there’s a movie in that.’”

Sheldon was an East Coast theater veteran who’d worked with the likes of Gene Hackman and Robert Duvall before heading to Hollywood to write and produce films (he’d recently shepherded the 1975 Pam Grier private-dick caper Sheba, Baby). In a little more than a week, he and Flaxman finished a rough outline for a film titled Grizzly. The movie was essentially a landlocked riff on Jaws, swapping out a great white shark for a 2,000-pound, limb-tearing bear who chews up tourists, before finally exploding in a blast of bazooka fire.

Sheldon hoped to make Grizzly his formal directorial debut. Instead, the job went to his friend William Girdler, a sort of wunderkind B-movie maestro. Though only in his late 20s, Girdler had already directed a half-dozen low-budget features, including Sheba, Baby and Abby, an Exorcist clone featuring an all-Black cast. Girdler worked cheaply and quickly—skills that would come in handy on a low-budget, fast-turnaround film like Grizzly.

That fall, the Grizzly crew traveled to Georgia, where they quickly ran into trouble with the film’s most valuable performer: a $100,000 mechanical bear. When the creature’s handlers left it out in the rain overnight, ruining the grizzly’s faux-fur, Sheldon was forced to fly in a semi-trained bear from the Northwest. “There were only two things he was capable of doing: rushing forward, and opening his mouth as if he was roaring,” says Sheldon. “We did this by dangling a dead fish in front of him. It wasn’t as good as we had hoped.”

Grizzly, though, turned out far better than anyone could have guessed. Released in May 1976, the film featured sly, just-shy-of-campy performances; some effectively gnarly kill scenes; and a lush score by the National Philharmonic Orchestra of London. It earned more than $30 million worldwide, and became the first entry in a wave of scenes-from-a-maul thrillers with titles like Dogs,Claws, and Tentacles.

The shocking box office success of Grizzly would lead to a dispute between the film’s creative team and Edward L. Montoro, its distributor. Montoro was a legendarily slippery character with a curious backstory: Depending on the source, he’d been disfigured in either a late-’60s plane crash or an early-’70s car accident. Either way, the legend went, he awoke with a new face, as well as a desire to produce quickie genre films.

Montoro would become known for wild, legally iffy promotional stunts, like dumping live sharks into a tank at Caesars Palace in Las Vegas (to hype 1982’s Great White). His accounting methods were equally notorious. Despite Grizzly’s huge haul, Montoro insisted the movie hadn’t turned a profit. “I had to sue him to collect,” says co-screenwriter Sheldon. “We were not in a very good relationship.”

Still, a few years after their legal battle over Grizzly, Montoro approached Sheldon about working on a sequel. A wary Sheldon said yes—but on one condition: This time around, he’d get his chance to direct a Grizzly film. (William Girdler, who’d helmed the original film, had died in a helicopter accident in the Philippines less than two years after its release.)

Sheldon got to work on a screenplay with his wife, the actor and writer Joan McCall. The couple drafted their Grizzly II script from separate rooms, passing an outline back and forth. They finally landed on a story about a mama bear who, after the death of her cub, seeks revenge by feeding off tourists, rangers, and poachers, before finally making her way to a gargantuan pop concert. “We’d have a lot of good music, sell a [soundtrack] album—whatever,” says McCall. “It seemed like a good idea at the time.”

Montoro was given a year to put Grizzly II into production, but according to Sheldon, few people wanted to work with him: “Ed Montoro had a very bad reputation around town.” Hollywood’s suspicions were confirmed after Montoro allegedly embezzled more than $1 million from his own company, then vanished. “He turned out to be a scoundrel,” laughs McCall. “He ran away with the money. We never found out where he went.” Montoro reportedly hasn’t been seen since the mid-’80s.

With their Grizzly II script in limbo, a business associate introduced Sheldon and McCall to an upstart film producer who’d just worked on a comedy with Jerry Lewis. The new guy clearly had access to money, and was eager to make Grizzly II—and, even better, he promised Sheldon he’d finally get a chance to direct it.

The producer introduced himself as Joseph Ford Proctor. But Lewis had stopped calling him that years ago. “His real name,” the comedian would scream to the press, “is Joseph Fraud Proctor!”

“I Am the Corporation”

The limousine was waiting for Suzanne Nagy at the airport, a lone red rose resting in the back seat. It was late 1982, and Nagy had been summoned to Chicago under curious circumstances. All she knew was that a producer she’d never heard of, Joseph Ford Proctor, urgently wanted to talk to her about making movies together—so much so that he’d left a first-class plane ticket at the airport in her name.

Nagy, then 35, had spent the past few years making long-shot trips like this one, shuttling across cities and between continents, in an effort to persuade Western filmmakers to come to Hungary. She’d become interested in the movie business in the mid-’70s, while living in Budapest. Though Nagy had a degree in economics, she’d come to feel stifled and restless in her home country. “I was a lost person in Hungary,” she later recalled in a memoir.

Nagy eventually enrolled in a Budapest film-studies program, where she was the lone female student, studying screenwriting and production. After getting her diploma, she married an American gallerist, relocated to New York City, and landed a job representing the Hungarian film industry. Nagy pitched producers and studios on the benefits of shooting in her home country, which in recent years had become more hospitable and affordable.

“There was a hope, a wonderful idea, that the Hungarian film industry was going to be noticeable,” Nagy says of the early ’80s. “[The country] wanted a lot from me. I’d be opening a gate to Hollywood.”

Nagy brought a handful of modest projects to Hungary for the next few years. But by the time she flew to Chicago to meet Proctor, she was eager to land a movie that would “have some buzz.” Over their dinner together, she outlined how Proctor could save money in Hungary, while he detailed his showbiz career. Nagy remembers Proctor, then in his mid-’80s, as tall and well-built—“like a giant bear”—who alternated between soft-spoken and excitable.

“I was new in the country,” Nagy says. “I took everything he told me—his references, his producer’s experience—at face value. I trusted him blindly.”

At their meeting, Proctor spoke vaguely of his collaboration with Jerry Lewis. What Proctor didn’t mention was that he was on the run from the comedian, who believed Proctor had scammed him out of more than $1 million.

Proctor—who one reporter would describe as a bearded, “husky young man” with a love for pricey suits—had met Lewis in the late ’70s. That’s when Proctor sold the hit-needy actor and filmmaker on a plan to make three comedies in Florida in a single year. Proctor had never produced movies before, yet somehow coaxed six-figure sums from a group of rookie film investors. And he arranged to have complete control over their money, telling one colleague: “I am the corporation.”

But Proctor’s operation sputtered out before the Florida project could be realized. In the summer of 1979, while in the middle of directing a scene, Lewis got a call from his lawyer, informing him of numerous financial irregularities on Proctor’s part—including nearly $1 million in bad checks. Proctor soon fled the Sunshine State, leaving behind an estimated $1.4 million in unpaid bills (that’s nearly $5 million today, when adjusted for inflation). Lewis’s investors were livid, and hired a private investigator to track down their ex-partner. But for the next few years, no one could find him.

Proctor wouldn’t reappear until 1982, when he materialized in Michigan City, Indiana, pitching local leaders on a contraption that supposedly converted garbage into barrels of oil. But his past quickly caught up with him. One Michigan City politician learned about Lewis’s missing money, and warned city leaders that they were being “conned by a smooth-talking fellow.” Once again, Proctor fled town before anyone could ask too many questions.

It’s impossible to know exactly when Proctor returned to filmmaking. But he did so with conspicuously deep pockets, having spent a mighty $150,000 on Sheldon and McCall’s Grizzly II script. It was one of three movies he proposed making with Nagy in Hungary—a deal similar to the one he’d struck in Florida with Lewis.

Proctor wanted to begin filming as soon as possible, and offered Nagy a handful of horror scripts, demanding she commit to one. “He pushed, pushed, pushed: ‘You have to make a decision now,’’” Nagy recalls. “I picked the grizzly movie, because it was the most difficult, and I wanted to do something special.” A horror movie featuring a real-life rock festival, Nagy figured, would certainly get Hollywood’s attention.

Within weeks, the two formally became partners, with Proctor wiring a good-faith advance of $400,000 to Nagy’s partners in Budapest. Decades later, the budget for Grizzly II is appropriately fuzzy, though Nagy says Proctor was tasked with raising at least $4.5 million for the film (the equivalent of about $12 million now, when adjusted for inflation). But Proctor never gave her exact figures. And in the weeks and months that followed, everything about Grizzly II began to swell: Its costs. Its scale. And especially its cast.

“The Most Ridiculous Thing I’ve Ever Been Associated With”

It was called the “Danger Car”: a rusted-out 1976 Monte Carlo that had racked up about 200,000 miles by the time George Clooney drove it from Northern Kentucky to Southern California in 1982.

Clooney was barely in his 20s when he pulled the Danger Car into Hollywood, where he hoped to break into the movies. He’d been blessed with a luxurious mullet, as well as an impressive showbiz lineage that included his father, TV broadcaster Nick Clooney, and his aunt, singer and actor Rosemary Clooney.

But Clooney was just another good-looking, untested talent in a town already at peak capacity. (“The Glut of Actors—Enough Already!” shouted a Los Angeles Times headline.) He grew so desperate for work that, at one point, he called producers himself, pretending to be an agent: You gotta see this kid Clooney!

Horror movies, though, were always hiring, and always in need of attractive, affordable new talent to kill off. Which is why, about a year after arriving in Hollywood, Clooney found himself in the Sunset Boulevard offices of Barbara Claman. The veteran casting agent was helping Grizzly II director-producer David Sheldon find the film’s youngest victims: a group of boombox-blasting hikers who get drunk, make out, and scream in confused terror as they’re devoured by the bear.

Clooney auditioned in a makeshift theater area at Claman’s offices—as did his eventual costars, Laura Dern and Charlie Sheen. Both had grown up visiting their famous parents’ film sets. But while Dern had been performing since she was a child—even appearing on screen alongside parents Diane Ladd and Bruce Dern—Sheen had essentially been dropkicked into acting. The 17-year-old son of Apocalypse Now star Martin Sheen had recently got into an altercation with a high school teacher over a bad grade. The fallout cost Sheen a baseball scholarship and prompted him to rethink his job prospects.

Grizzly II would give Clooney and Sheen their big-screen debuts (and earn Sheen his SAG card). It would also serve as Dern’s first movie since she’d emancipated herself from her parents at the age of 16. Being eaten in a killer-bear movie surely wasn’t part of the actors’ career plans. But they likely knew what they could get from Grizzly II: a little bit of freedom, a few minutes of screen time, and a slim shot at fame. And Sheldon, in turn, knew what his filmwould get from his young performers. “They did good auditions,” he says. “But Laura and Charlie were mostly hired for their parents, and George because of his aunt. I thought that could help the box office.”

Clooney, Dern, and Sheen would ultimately appear just briefly in Grizzly II. Most of the movie’s action revolved around its at-odds team of heroes, including a hard-headed park officer (played by Staying Alive’s Steve Inwood) and a nature-loving bear-expert (TV-movie mainstay Deborah Raffin). But Grizzly II’s most vivid VIP was Bouchard, a French Canadian grizzly hunter who had a penchant for bombastic lines—“Leave this devil-bear to Bouchard!”—and who, in retrospect, could only have been played by John Rhys-Davies.

“It was flavor-of-the-month casting, and I got lucky,” says Rhys-Davies, who was fresh off the success of 1981’s Raiders of the Lost Ark—in which he played loyal sidekick Sallah—as well as years of stage and screen work. He was hired for Grizzly II by Proctor, whom he mostly dealt with over the phone. “He was an amiable man,” Rhys-Davies says. “A little difficult to pin down, if you asked him particular questions. But I wasn’t asking, ‘Who are you? Are you a crook?’”

Instead, Rhys-Davies focused on his devil-bear-despising character. Like Quint in Jaws, Bouchard was a near-mythical outsider, one whose hatred of his prey was driven by the horrors of his past (Bouchard’s wife and daughters, we’re told, were killed by a crazed grizzly). Rhys-Davies knew Grizzly II wasn’t going to be another Jaws, nor another Raiders. But at the very least, he thought, it might be a fun challenge.

“I love getting scripts that clearly won’t be major movies, but have a little glimmer that makes you think, ‘I could do something with that,’” says Rhys-Davies. Besides, he adds: “I like to work.”

So did Louise Fletcher, who’d starred in such ’70s classics as Thieves Like Us, and had won an Oscar for Best Actress for playing the wicked Nurse Ratched in 1975’s One Flew Over the Cuckoo’s Nest. Fletcher still has a copy of the Grizzly II contract she received in July 1983, from a company called Predator Limited. She signed it for a very simple reason. “I was 50—that should explain it all,” Fletcher says. “You’re too old to be young, and you’re too young to be old. It’s a big dip in careers, which often comes as you’re losing everything: your waistline. Your hair color. Your this, your that. You’re starting to go south, and everybody else is going north. It was a low period.”

If Bouchard was Grizzly II’s equivalent of Quint, Fletcher’s character was its Mayor Vaughn: A scheming local bureaucrat who ignores nature’s warnings until it’s too late. “I hardly knew the story line,” Fletcher says, laughing. “I just remember feeling, ‘This is the most ridiculous thing I’ve ever been associated with.’” Still, she was able to negotiate a decent salary: ”It was OK for going to Hungary for two weeks.”

That summer, before leaving for Budapest, Fletcher arrived at the Le Dome restaurant on Sunset Boulevard, where she was to dine with Grizzly II’s director. But instead of meeting Sheldon, she was greeted by a 40-something French Hungarian commercial helmer named André Szöts. At some point that summer, Proctor secretly installed Szöts as the movie’s director, despite his lack of feature-film experience.

Sheldon didn’t learn he’d been replaced until the Grizzly II team began arriving in Hungary without him. “Joe Proctor didn’t have the decency to approach me,” says Sheldon. “I’d put a whole crew together, and we were all just left in the dark.” Adds McCall, his wife and writing partner: “It was very painful, especially for David. He wanted to direct it, and he’s such an imaginative director.”

With Sheldon out of the picture, Grizzly II was about to become a very different film—something Fletcher realized during her restaurant meeting with Szöts.

“You read script?” he asked her.

“Of course, I read the script,” Fletcher replied.

“Movie we make—nothing to do with the script.”

The Three Bears

Back in Budapest, Nagy felt blindsided by the decision to replace Grizzly II’s director—though by then, she was getting used to Proctor’s unpredictable ways. One of her proudest Grizzly II hires had been Vilmos Zsigmond, the Oscar-winning Hungarian-born cinematographer who’d shot such classics as Close Encounters of the Third Kind and McCabe and Mrs. Miller. “He wanted to come almost for free, just to come back to Hungary,” Nagy says. But Proctor, apparently unhappy with the choice, either squelched the deal or scared off Zsigmond.

In the months after their first meeting in Chicago, Nagy and Proctor had mostly worked on separate continents, with her focusing on Grizzly II’s seismic concert: The “Fenevad Fesztivál,” or “Beast Festival.” Nagy had located the ideal venue for the concert, a vast park in the village of Pilisborosjenő, about 10 miles outside of Budapest. The area, Nagy says, was perfect for a large crowd—“very safe, very controlled, very rural.”

As Nagy soon learned, the spot was also very much overseen by the Russian Army. Tanks and bunkers were scattered around the property, which apparently served as a training camp. Nagy, convinced she could talk her way into a permit, marched into the headquarters of a local military official and made her pitch. “I showed him the map and I said, “This is what I want,’” Nagy recalls. “He looked at me—a very big, typical Russian general—and said, ‘What do you mean, ‘Want’?’”

In the nearly three decades since the Hungarian Revolution of 1956—which ended with the Soviets sending tanks into Budapest and solidifying their control over the region”—Nagy’s homeland had become one of the most relatively relaxed countries in the Eastern Bloc. Though a black market still thrived, privately owned businesses were slowly being encouraged, and Budapest markets were packed with tourists and filled with international goods. “Hungarians,” noted a 1983 New York Times article, “enjoy the highest standard of living in Eastern Europe.”

Still, the region wasn’t the easiest place to mount an all-day international concert. Western acts were largely barred from playing in Hungary, where the record labels were state-controlled. And large, unpredictable gatherings were hardly encouraged. “In those days, it’s communism,” says Nagy. “If people are walking on the street, the police can easily stop you, and put you into the station. Having [an event] on that scale, with people coming from Western and Eastern Europe, had absolutely never been done.”

Nagy won over the general by noting she’d need only a small area of the park and promising the event would be brief and self-contained—in effect, the Russians wouldn’t have to do a thing.

Once she’d finalized the concert site, Nagy turned her attention to Grizzly II’s fake killer bear—its three bears, in fact. They’d been designed by Nick Maley, an Emmy-nominated prosthetics, makeup, and effects artist who’d helped bring to life some of the Mos Eisley Cantina creatures for 1977’s Star Wars, as well as several ambitious aliens in 1980’s The Empire Strikes Back, including Yoda.

Grizzly II wasn’t quite as prestigious-sounding as some of Maley’s other projects. But the producers wanted him to storyboard and direct a few sequences, an exciting new creative prospect. And Maley’s experiences on Star Wars—a job he’d landed via a series of small projects and connections—had taught him to pursue every freelance opportunity, no matter how strange, as diligently as possible. “You give 200 percent, because you never know,” Maley says. “This could be some stupid little thing that introduces you to the guy who’s gonna get you the really big thing later on down the line.”

Maley and his crew would spend five months working on Grizzly II’s trio of beasts. One was an 8-foot-tall, semi-animatronic bear costume that, when combined with miniatures, would appear to be twice its size on-screen. “David Prowse, who played Darth Vader, came to my house to talk about doing it,” says Maley. “He had the bulk for it, but I thought it would look too much like a muscle-builder in a suit.” (The filmmakers opted instead to use a Hungarian mime-artist.)

The other two bears were more elaborate: One was the 16-foot-tall “giant puppet,” Maley says, with armatures that could be controlled by crew members. Another beast was a half-sized mechanical bear torso, to be used for close-ups. They’d all been adorned with real animal fur—probably yak, Maley says—and constructed at London’s Shepperton Studios, with Maley keeping a close eye on his creations. “I’d worked on another movie where the producer threatened to sell all my stuff to my competitors,” he says. “So I said to Joe, ‘At the end, this stuff comes back to us.’”

Maley and his team had been hired directly by Proctor, who struck Maley as assured, but inexperienced with moviemaking. “There were issues, it seemed, every time we were supposed to get money,” Maley says. “But it always came through, so we kept going.”

Maley was more concerned about how his bears would fare once they arrived in Hungary, a country with its own laws—many of them unwritten.

“One Very, Very Odd Job”

The bus descended the hills of Pilisborosjenő one August morning, gliding into a valley overtaken by scaffolding and steel. From his seat, musician Kevin Connolly watched as workers put the finishing touches on the Beast Festival’s colossal stage. Even in its skeletal shape, the structure looked unworldly—like a space station readying for lift-off. An arc-shaped performance shell sat at its center, surrounded on both sides by giant walls of lights. Looming over it all was an immense, chalice-like “phoenix head” structure, capable of shooting jets of flames.

As the bus pulled closer, Connolly turned to friend and bandmate Nigel Dolman. “We looked at each other and said, ‘Jesus Christ, this is massive,’” Connolly remembers. “It was our first sense of the scale of this movie.”

Just a few months earlier, Connolly and Dolman had been performing in the English group Michelangelo’s David—“new-romantic, Simon Le Bon–type of band,” Connolly says. After being spotted on U.K. television, the two men were invited to Hungary, where they’d be turned into Grizzly II’s second-most-impressive high-tech invention. It was a fictitious synth-pop combo with rococo costumes, melodramatic tunes, and an appropriately gnarly name: the Predator.

In Grizzly II, the Predator would be presented as a world-famous, mega-sized act, one capable of drawing tens of thousands of fans. In reality, neither Connolly nor Dolman had played to audiences anywhere near that size. To become overnight headliners, the duo spent time learning moves from famed choreographer (and future Dancing With the Stars judge) Bruno Tonioli. They also received a flashy new wardrobe, with Dolman outfitted in a custom-made suit covered head-to-toe with laser-reflecting mirrors.

“For two guys new to all this, it was quite extraordinary,” Connolly says. “Before, I’d been working a fairly mundane job. This was like going straight into stardom.”

On the Beast Festival stage, Connolly and Dolman—playing to prerecorded tracks—would be joined by Barbie Wilde, an actor-dancer who’d serve as the group’s drummer, despite having never played drums before. “I’ve done some weird stuff,” Wilde says. “Throwing a beer bottle at Charles Bronson in Death Wish III. Playing a demon from hell in Hellraiser II. Being a robotic mime in a Bollywood movie. But [Grizzly II] was one very, very odd job.”

The other Beast Festival acts—all of them real bands—were equally baffled by the event. The night’s lineup would include Toto Coelo, an all-female English new-wave combo known for its oddball-delightful 1982 anthem “I Eat Cannibals,” (“We didn’t know what the movie was about, or when or where it was going to be released,” says Toto Coelo’s Lacey Bond. “To us, it was just an amazing outdoor gig.”) And the evening’s headliner, Scottish hard rockers Nazareth, showed in Budapest unaware a film was being made at all. “Though back in those days,” explains Nazareth bassist Pete Agnew, “we were doing very well if we remembered what country we were in, never mind who was hiring us.”

Nazareth wouldn’t appear in the finished film. But they’d help lure the nearly 50,000 fans-slash-extras needed for Grizzly II’s concert scenes. In the days and weeks before the Beast Festival, “everybody was talking about it,” says Hungarian-born Akos Boldizsar, then 18 years old. “And being communists, they were talking about this as if it was going to be bigger than Woodstock. Obviously, it had to be bigger—because socialists do everything better, right?”

On August 13, Boldizsar—along with some friends and his girlfriend—made the long journey to Pilisborosjenő, first by train, then by bus, before making the long march into the valley. Tickets for the show were 180 Hungarian forint (“Big money at that time,” Nagy says). And transportation had been coordinated to ensure no one would show up too early, nor stay too late. Though the crowd was hardly Woodstock-sized, thousands of young Hungarians poured into the valley that afternoon, many dressed in denim jackets and black rock-logo T-shirts. “It was like some biblical thing, with people streaming in from everywhere,” remembers Toto Coelo’s Ros Holness.

A few hours later, as cameras rolled on Grizzly II’s first night of filming, that mass of fans witnessed a show full of uncut, sensory-smothering spectacle. There were dazzling lights, dizzying leotards, and scorching flames that shot from the top of the Beast Festival stage. The giant grizzly even made an appearance, during a scene in which the animal crashes through the stage, and is ensnared in lights and wires.

The filmmakers had hoped for at least 20,000 people to show up that night. Instead, Nagy says, the final estimates came in at between 40,000 and 50,000 attendees—enough to make it one of the largest concerts held in Eastern Europe at the time. And, save for a few fistfights, the audience was largely well-behaved. No one wanted to draw the attention, nor the ire, of the authorities on the premises. “The secret police were everywhere, watching the whole thing,” says Nagy.

At the end of the night, as the attendees began their long trek home, Nagy took a predawn tour of the concert grounds. The park was covered with trash, but somehow, the Beast Festival had gone off without local dust-ups nor international incidents. She headed back to her Budapest apartment, feeling good about the weeks of filming still ahead.

It was the last moment of peace she’d experience for the rest of the shoot.

“If the Movie Is Real, Then I Will Invest”

The morning after the festival, just as Nagy was heading to sleep, her phone rang. “Joe was on the line,” she recalls. “He was very cold.”

Proctor asked to meet with Nagy’s husband, Steve, who’d tagged along to Hungary for the shoot. When Steve returned, his face was white with shock. Proctor had told him, in crude and no uncertain terms, that there wasn’t enough money to continue making Grizzly II. Proctor also announced he was flying out of Hungary in half an hour.

Nagy sat frozen on the bed of her Budapest apartment, stung not only by Proctor’s announcement, but how he’d delivered it. She’d grown up watching her father, a well-known Hungarian economist, navigate his way through decades of tricky Soviet diplomacy, often traveling to Russia for difficult in-person talks. “And then a guy like Joe leaves, and doesn’t even have the guts to say it to my face?” she says.

As Nagy fretted over what to do, her phone rang again. She rushed for it, hoping Proctor would be on the line, having somehow found more money. Instead, it was an American surgeon who was visiting the Grizzly II set, apparently at Proctor’s request. “I came to invest in the movie,” the stranger told Nagy. “If the bear is real, if the concert is real, and if the movie is real, then I will invest.”

The arrival of this cryptic benefactor is perhaps Grizzly II’s most remarkable turn of events. Why would a wealthy American surgeon come to Hungary to scope out a low-budget horror sequel? How had Proctor never before mentioned this mystery investor? And what are the odds the doctor would step in the exact same day Proctor bailed out? The whole situation, Nagy says, is “really unbelievable.”

Decades later, Nagy declines to name the now-deceased investor, citing a desire to respect his privacy. His presence is but another of Grizzly II’s many mysteries. “The amazing part of this film,” she says, “is that there was so much that went bad, [but also] so much magic.”

Nagy gave the doctor a tour of the now-trampled festival grounds, and took him to see the 16-foot mechanical bear. Afterward, he immediately agreed to wire the production about $500,000. The money wasn’t enough to cover all the remaining costs, but it would keep the shoot afloat. At least for now.

“There Were an Awful Lot of Widows”

With the last-minute funds in the bank, main photography on Grizzly II could finally begin. But almost immediately, the production fell into chaos.

After Proctor skipped town, Nagy found herself sorting through paperwork he’d left behind, full of dubious contracts and unpaid debts. “He was making deals all over the place,” says Nagy. She learned that Proctor had signed two deals with director André Szöts: one for $75,000, and another for $250,000 (the latter of which, Nagy alleges, Proctor took for himself). She’d later realized the production also owed money to several Hungarian extras, who’d been hired without Nagy’s authorization. Proctor had enjoyed the same financial autonomy on Grizzly II he’d had with Jerry Lewis: Once again, he was the corporation.

Nagy did her best to play down Proctor’s absence from the set. But there was resistance from some of Grizzly II’s Hungarian crew members, who resented Nagy suddenly being in charge. “The minute Joe disappears, all of a sudden, I am the woman trying to put everything together,” she says. “And they’re not used to dealing with women.”

For the next 45 days, as filming on Grizzly II carried on, rumors of unpaid bills swirled among actors, many of whom were frustrated by Proctor’s absence. As a result, Nagy says, “everybody was a little edgy.” That tension sometimes played out on the set. Though Szöts was a skilled commercial director, he’d never handled a project so large and complex, nor a cast so demanding. “André was a gentle little fellow, and was accustomed to being deferred to,” says Rhys-Davies. “And here he’s got these swaggering egos, and no support from a producer, who isn’t there.”

Then there were the grizzlies themselves. Decades later, there are conflicting accounts about whether or not the creatures were fully functional. But either way, it’s clear the beasts’ performances were hampered by a frantic production.

Not long after arriving in Hungary, bear builder Nick Maley was told he’d have to turn over key grizzly duties to the Hungarian crew: “They wouldn’t let us actually operate anything in our workshop,” he says. That led to an awkward on-set accident one night during a bloody fight scene between Rhys-Davies’s hunter and the killer bear. A local technician had insisted on making a low-tech blood-pump using a fire extinguisher. As the cameras rolled, the makeshift device exploded. “There was this huge bang that made everybody jump, and the thing peeled open like a banana,” says Maley. “Everything was covered in blood: André, the actors, the continuity lady. I started slowly walking away, with André chasing me.”

Frustrated, Maley comforted himself with the knowledge that, later in the shoot, he’d be able to film the elaborate bear-bites-man sequences he’d spent months planning and storyboarding: “André would say, ‘Don’t worry, You’ll have time for that.’”

With Grizzly II’s titular bear not yet camera-ready, the filmmakers spent the rest of the shoot focusing on the movie’s (relatively) less feral creatures: its human characters. Much of the film takes place backstage at the festival, amid a world of hustling roadies, egomaniacal pop stars, and Jazzercising dancers. In one sweeping, brightly colored sequence, the Predator’s pouty lead singer (played by Nigel Dolman) woos a young stagehand (recent Valley Girl breakout Deborah Foreman) by singing the gorgeous synth ballad “So Good, So Pure, So Kind.” Later, he breaks off their fling by explaining the life of an artist on the road. “I’m just a gypsy, a clown, a juggler,” he tells her. “I go from town to town, I do my show, and I move on.”

It was an existence to which the Grizzly II performers could surely relate. They’d come to Hungary for numerous reasons: a challenge, a check, a lark. For some of the musicians, it was a chance to become pop icons—if only for a night. For the actors, Grizzly II represented an attempt to sustain their careers, or to ignite them: After his first day of filming, Charlie Sheen called Martin Sheen, having realized he’d found a passion for acting. “It was so intense, so much damn fun,” Sheen would recall telling his father, in a 1986 interview. “He said, ‘Why do you think I’ve been doing it for 30 years?’”

Sheen, Clooney, and Dern were among the youngest members of the Grizzly II team—and perhaps the luckiest. Because their scenes took place without the rest of the cast, they were spared much of the film’s day-to-day drama, and allowed to go off on their own. “It was the craziest time,” Dern later said. “I’m 16 years old, and it’s six weeks in Budapest, Hungary, at the exact second communism is ending.” The trio explored the city, goofing off in typical young-American fashion. “[One night], we were trying to remember the name of the boss on The Jetsons,” Dern recalled decades later. “We pooled our money together from our per diem to make the international call to call a friend, ’cause it was making us insane: It might be $120, but we have to know.” (The answer, of course, was Mr. Spacely.)

Many of the Grizzly II participants were eager to vagabond their way through a country that was largely closed off to the rest of the world—and sometimes felt that way. Hungary may have been thriving in 1983, but the pains of the country’s past were not yet history. “There were an awful lot of widows,” remembers Rhys-Davies, who spent part of his off-time exploring Budapest. “They’d lost their fathers in the first World War, and their husbands in the second.”

Other encounters around Budapest triggered not only sadness, but shame. One day, Rhys-Davies went to a salami shop, where he was given notably favorable treatment over the locals. “I saw this little old woman looking at me with such hatred,” the actor says. “I realized, with a terrible discomfort, that I was eating what would have kept her alive for a month and a half. [She had] that rage you have when rich foreigners come and lord it over you.”

It was a rare moment of pronounced East-West animosity. But even in the final years of the Cold War, old rages were never too far below the surface. At one point, a double-decker bus carrying crew members through Budapest passed a walled-off Soviet military area. One of the passengers spotted a poster of an American soldier, accompanied by a Russian slogan. A local on the bus translated the text for them: Know your enemy.

“It’s Hard to Sell a Movie Called Grizzly II Without a Bear in It”

After initial production on Grizzly II wrapped in the fall of 1983, Nagy flew to France in a state of panic. Her movie was a mess. Working on a smaller budget than they’d been promised, the filmmakers had captured a few hours of concert footage, some Steadicam shots of fleeing victims, and lots of scenes in which the characters talk about the terrifying grizzly.

But the bear itself was still missing. All Nagy and director André Szöts had were a few quick glimpses of Nick Maley’s bears—scenes that amounted to mere seconds of screen time. As David Sheldon notes, “It’s hard to sell a movie called Grizzly II without a bear in it.”

Toward the end of the shoot, Maley had packed up his trio of mechanical beasts and stored them in a warehouse near Budapest. He then flew back to the U.K., having been assured the bears would be following him home. The plan was for Maley to direct his animal-attack scenes later on in the U.S., as soon as more funding was secured. “But once we left Hungary,” he says, “we had no control.”

Not long after returning to the U.K., Maley was told the bears had been seized by Hungarian officials, who were apparently frustrated by Grizzly II’s unpaid local debts. He waited for them to show up, only to finally receive devastating news: The bears had been destroyed in a warehouse fire. “We never got anything back,” he says.

Given the secrecy of both the era and the region, no cause for the blaze was ever provided—nor, for that matter, was any proof that it even happened. Maybe they really did burn down; maybe someone involved with the production sneaked off with them; maybe they’re buried in some Raiders of the Lost Ark–likegovernment depot in Hungary. No matter the bears’ fate, once they disappeared, so did any hope that Maley could shoot Grizzly II’s action sequences—a gig he saw as a springboard for the next phase of his career. “It was a disap