Suitable Flesh Writer Dennis Paoli on Body-Swapping, Stuart Gordon, and Adapting Lovecraft

Joe Lynch’s Suitable Flesh is more than just a throwback to the campy outrageous Lovecraft adaptations of Stuart Gordon; it’s a tribute to the late director who had struggled to find a home for the story himself.

Gordon’s long time writing partner and best friend Dennis Paoli joined Gordon alum Barabara Crampton and Brian Yuzna in bringing the adaptation of H.P. Lovecraft’s The Thing at the Door to the screen.

The finished product is Suitable Flesh, and stars Crampton alongside Heather Graham and The Babysitter’s Judah Lewis in a gender-swapping tale of cosmic horror . ComingSoon’s Senior Editor for Horror, Neil Bolt, talked to Paoli about how Suitable Flesh finally got made, changing the script to reflect a different time, and offered advice on how to adapt Lovecraft.

Neil Bolt: You’ve never really been away from writing due to your day job, but it’s been a while since you had been this involved in film or television to this degree. What is it about Suitable Flesh that brought you back?

Dennis Paoli: It was Barbara Crampton. It was reconnecting with her because she wears a producer hat now, and I, of course, knew her as a scream queen back in the films we made together (Re-Animator, From Beyond, Castle Freak) with Stuart Gordon. She was just terrific. Stuart was a great actors director, and he loved working with actors, and he tried to keep a company of actors he used again and again. You’ll notice she and Jeffrey (Combs) worked together three times. So I have known her since then.

Then unfortunately, terribly, Stuart passed away at the beginning of the pandemic and there were several Zoom memorials for him, and I reconnected with Barbara on those. Then when we were able to do a live memorial for him in LA, I flew out and attended. When I was there Barbara asked me if I had any scripts lying around, and this was a script I had written for Stuart back in the mid-to-late ‘90s because it was gonna be the next Lovecraft. We Identified The Thing on the Doorstep a really well-told story that had more story value to it than many other Lovecraft stories have. Plus, as many Lovecraft stories are, it was fascinating and horrifying.

So I started working on it, rewrote it, we were happy with it, and Stuart, with his producer hat on, started schlepping it around Hollywood and Burbank. Then it was optioned and not made, we tweaked it, it was optioned…and not made again. Then we did it again in the early 2000s, and it was not made again, and every time it was not made for the same reason, and I will let you guess what that reason was. So we started doing theater work together, so we did Edgar Allan Poe and Re-Animator the Musical, which was a great deal of fun.

So I told Barbara, ’’I wrote this script for Stuart, you would get this, why don’t you take a look at it?’’ and she did, and she loved it. She showed it to her producing partners, and they loved it, but it didn’t get close to getting made until she showed it to Joe Lynch. Joe Lynch came on as director, and bingo bongo; it was gonna get made.

Joe had some ideas that sort of refreshed the script. When you’ve had a script for decades, you sort of get locked into certain character conceptions and Joe threw a wrench into that, gave it a twist, and allowed me to see it as a refresh. Even though is almost exactly the same story, it’s got elements to it that we thought really work.

It’s a long story, sorry!

Understandable after all this time! I suppose that made this quite an emotional experience for you.

Yes, it was. And Joe knew Stuart too, it wasn’t just Barbara and me. I mean, Stuart was my best friend; we were college roommates, but Stuart was very generous to young directors; he was a mentor figure. He liked being around younger directors and talking to them, so Joe had gotten to know him and was inspired by him. So yeah, there was a lot of emotion in making this.

And I suppose that made this feel like a good way to pay tribute to Stuart as well.

Once it came out and was good, yeah! I think it’s good; I’ve seen it a couple of times now.

I’m in agreeance with you on that.

Plus Joe is happy with it, and Barbara is happy with it. You know, the writer is the first person off the project, so I didn’t see the dailies or the rushes; I didn’t see any part of it until it was done. Then I was like, ‘’Well, okay!’’ and look, you can make a film with the best intentions and with the best talent, and it just doesn’t work. But this works like a charm.

Yes, it definitely captured some of that old magic, didn’t it? 

Yeah, you know the horror genre has changed over the years, and it’s more serious, suggestive, and subtle or psychologically, like the Saw films, way perversely twisted. There’s whole new ways of telling stories. I taught, in my day job, I taught gothic fiction, and there are as many ways to tell a horror story as there are any story, but it was fun to get back to that ‘80s thing y’know? Let’s have a thrill here, let’s try to goose the audience there, let’s throw in a laugh, let’s see if we can do them all at once and get them stomping their feet. So yeah, it was great to get back to that.

With Suitable Flesh coming so many years since those famous collaborations with Gordon and Yuzna, did you feel, beyond what you said about Joe refreshing the script, there were any significant alterations you had to make to the script?

Well, it was Joe’s idea to flip the genders of the main characters, and that refreshed the script for me a great deal, and since the story was already about gender-swapping, it’s about mind-swapping across genders, we felt the change was inherent in the work itself. We always try to let Lovecraft suggest to us; Lovecraft is a very suggestive writer. He usually doesn’t show things; he allows you to imagine. He sets up the cosmic horror and allows you to imagine the worst possible thing you can imagine, and that’s what you see. When you make a film, you have to show it. So instead of being impressionistic, as Lovecraft was, which I appreciate because I taught literature, you have to be expressionistic as Stuart and Joe are. You go back to the history of the horror film; it’s expressionistic, they’re expressionist filmmakers. Look at The Cabinet of Doctor Caligari, Nosferatu, these are great German expressionistic films, so we were in that mode.

But to be able to stay in that mode and refresh the story with female characters meant I did have to look at it a little differently. And you know, to say it out loud, I am not a woman, so writing female characters, you need to be as honest, fair, and forthcoming as possible. So I went back to From Beyond, where Barbara plays a successful young psychiatrist, and I looked again at that character and thought, ”What if that character was just ten years older?” and made that character the basis of Heather’s (Graham) character in Suitable Flesh.

But when I did write the scenes of female friendship, which is a lot of what this movie is about, I really wanted to run them by Barbara to make sure she was happy with them and they got revised a number of times. Like all adaptations, film is collaborative, and my standard line about film writing is that’s there’s three writers, the director, the writer, and the editor, and every once in a while, an actor will jump in there and write a line for themselves, and boy I’ve had actors improve my work and I wanted to give Barbara that chance to do that, and she was great. It was so great to work with friends again. I’ve been so fortunate in my career not just to work with geniuses, but with friends.

You were talking about adaptation. As someone who has successfully captured the core cosmic horror of the work of Lovecraft, it’s become more popular to adapt or be inspired by Lovecraft in recent years but it doesn’t always get it right, using it as an aesthetic rather than as substance, what would you say are the pitfalls a writer shouldn’t fall into when adapting Lovecraft?

Don’t be afraid. Don’t be afraid to let Lovecraft speak to your own sensibilities because you’re not gonna be as good as Lovecraft and what Lovecraft did as a writer, Lovecraft, I taught the lit, and he’s in the pantheon of the greatest writers. He wasn’t the greatest human being, but he was a terrific writer.

Be inspired, try to find what you like in it, and find what speaks to you. He’s an impressionist, like an impressionist painter, he’s requiring you to finish it yourself with your imagination. You have to add your vision to it. So see how it inspires your imagination and give yourself the freedom to imagine and go with that.

Read Lovecraft as a journey of discovery and discover where you connect with it. Lovecraft has a legion of fans, and by fans, I mean fanatic fans, and the fact that they haven’t torn me limb-from-limb for what I’ve done to Lovecraft makes me believe they understand that when you adapt Lovecraft or any kind of serious fiction, you need to be faithful to the spirit. You may not be able to be faithful to the letter because films aren’t letters; they’re pictures. But you need to be faithful to the spirit in your own way. Just try to find that.

SUITABLE FLESH is available in theaters, and everywhere you rent movies on October 27, 2023