The Borrower (1991) Retrospective

An alien serial killer is sent to Earth to live among humans as a punishment for his crimes, and his body is genetically transformed to look like a human. Nevertheless, the transformation is incomplete and every few hours the alien’s body begins to revert to its original form, causing his head to explode. The situation prompts the alien to “borrow” heads from anyone who happens to be nearby. He gets it by squeezing the head off with a crab-like claw and skewering it onto his own neck. At the same time, Detectives Pierce (Chong) and Krieger (Gordon) try to figure out who is causing the killing spree, with only one clue: all the heads of the victims have been removed and are lost. The team slowly comes to the conclusion that they are facing a rather unearthly killer.

The film was originally financed through the Kushner-Locke Company. They hadn’t had much experience in features, but it had inked a deal with Atlantic to make 10 movies with Kushner-Locke retaining ownership. The original script, by Sam Egan, proved to be too ambitious for a small company, McNaughton said. Numerous fight scenes and exploding buildings had to be scaled down to fit a $2 million budget, but Egan was willing to make the necessary changes. “The original script was monstrous in terms of effects,” McNaughton shakes his head. “The Borrower was always blasting things with this laser gun. There would have been hundreds of thousands of dollars worth of opticals. He was blowing up buildings, things were on fire, twice as many people were decapitated, and there was a huge radio telescope facility at the end which would have cost a fortune to build and blow up.  McNaughton convinced the studio to hire fellow Chicagoan Richard Fire. Seven drafts were required; the film was originally going to be produced in Chicago with the same people used in Henry, but that was only one of numerous changes made.

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Fire, who spent little time on the Borrower set takes a philosophical view of the whole matter. “The movie business is an interesting sport, and recognizing that is one way not to have a bad time,” he counsels. “If you have unreasonable expectations, you’re far more likely to be frustrated and disappointed. When I was in college. I thought that you wrote whatever you wrote a movie. A poem, a novel, a play-in a burst of romantic inspiration. You wrote feverishly and all the time for a weekend or maybe two, and then you produced the work and all the writing was done.

“Now, I’m not saying that it isn’t possible to have it happen that way. But my life experience is that it doesn’t. You have to keep going back to the drawing board and reconfronting the beast…refining the work. It’s more like sculpture than anything else, where you keep having to take additional whacks at it to get it just right.”

Fire does, however, lay to rest rumors that there was extensive rewriting done while The Borrower was being shot. That’s completely false. The script was not drastically rewritten during production. There were two extra lines put into the first scene that was the extent of the rewrite. As John said to me the first time we saw the movie on cassette. “This was the movie we set out to make it’s up there. The problems on this film were purely business. Period.”

Fire wasn’t the only Henry alumnus to work on The Borrower: Jones was on board again as producer, Elena Maganini came back as editor, and the music is credited to Jones. Robert McNaughton and Ken Hale. all of whom contributed to Henry’s haunting score. Organic Theater members/Henry co-stars Tom Towles and Tracy Arnold are also back. Arnold. who played Henry’s would-be love interest Becky. is seen briefly as a nurse. Towles. Henry’s skin-crawlingly degenerate buddy Otis. plays Bob Laney. the alien’s first and most loathsome victim. “Otis was a big stretch for Tom,” claims Fire. “He’s been one of my best friends for 20 years. and he’s one of the nicest guys you could ever imagine. It sounds like a cliché. but it’s true. Tony Amendola has a small role as a doctor and Mädchen Amick briefly appears as a rock groupie. Pamela Norris cameos as a hooker.


An early effects test shot-of Tom Towles decapitated by the alien’s handcuffs, used as a garrote-proved disastrous when a makeup man had to be found in three days to replace a departing Kevin Yagher. “The test was a disaster!” McNaughton howls. “It was scheduled to be shot in 11 hours. We shot for 23 hours straight, and even that wasn’t enough time. I thought it was horrible, but Atlantic was still interested in the project.”  “The footage was awful and I was ashamed to have been a part of it,” said McNaughton. “Kushner-Locke stopped paying me because they thought Atlantic wouldn’t pick up the film based on the effects footage. Kushner-Locke took the film to Atlantic last December and they didn’t invite me, so they could say, ‘This is McNaughton’s fault!’ But Atlantic kind of thought it was okay, which it wasn’t.”

After not being paid by Kushner-Locke for five weeks, McNaughton thought the whole deal was off. He returned to Chicago, he was shocked when he got the news that Atlantic was still interested in completing THE BORROWER.

“Somehow, Atlantic got the picture away from Kushner-Locke,” McNaughton said. “We had to rewrite it and cut back on the effects. I asked Richard Fire, the man who co-wrote HENRY, to help me. But the attitude was, ‘Who the hell is Fire? We’ve got our own guy.’ It was the same old Hollywood thing. We worked on the new script for a month. Tennant hated it. He said, ‘You win, you can use your writer.’ Back in Chicago, Richard and I started working together. We made the film more character-centered. We pushed the cops chasing the alien into the background. The interesting thing is the monster taking over people. By the time we were done, we had completed seven drafts. The seventh was the one that got approved.”

From day one, McNaughton wanted to make THE BORROWER on his home turf in Chicago where he had enjoyed great success with HENRY. But even after scouting Chicago-area locations and assembling his people from HENRY, McNaughton realized the production was destined to be shot in Los Angeles because Atlantic viewed Chicago talent as inferior and less experienced than West Coast talent. They were also frightened by the infamous Chicago unions.

Tennant hired Elliott Rosenblatt as line producer. Rosenblatt poo-poohed Chicago and its locations and eventually got the production shifted back to Los Angeles, McNaughton said. From that point, Rosenblatt took an aggressive role on the set, eventually forcing the replacement of 12 key personnel, including the camera and sound crews.


“It was a disaster for me,” McNaughton said. “Rosenblatt sandbagged my DP and got somebody loyal to him. A guy named Bob New. I had seen his resume reel and originally chose not to hire him. We called the guy ‘Bob No-Can-Do,’because his pet comment was ‘we couldn’t do that. ‘He was into the fast, easy way to do things, not necessarily the right way.”

Then the big ship sank. Atlantic suddenly went belly-up. Tennant disappeared. Rosenblatt reportedly became at odds with the film’s owners. As McNaughton put it, “There were a lot of bad feelings.” Those feelings were so bad that when THE BORROWER was scheduled for postproduction work at Zenith Labs in Chicago, Rosenblatt tried to seize the work print at Atlantic and take it with him, McNaughton said. “One of the guys working with the company, R.P. Sekon, grabbed the film before he (Rosenblatt) could get it,” McNaughton said. “Otherwise, who knows what would have happened to it.”

McNaughton is still waiting to see what happens to THE BORROWER. It’s a project he decided to direct after he had rejected offers to helm New World’s WARLOCK (before that studio went under as well) and TEXAS CHAINSAW MASSACRE 3. “I turned that down because I knew that if I made too many more blood pictures, that’s it. That will be my life,”


McNaughton explains. “Originally, part of the joke was that he’s from a higher civilization, transported to Earth for his heinous crimes. It’s like, ‘If you want to act like a monkey, we’re going to put you in a zoo.’ Here, they said, ‘You want to act like a human being? Fine. We’re going to turn you into one, and drop you in Chicago.’ It’s the ultimate punishment.

“When he comes to Earth, his transformation fails,” the director continues. “His craft comes down in a forest preserve, where some dirt bag and his kid are poaching deer. They see this thing land, and when the transformation fails, he reverts to his alien form, but his head can’t. His head explodes, so he starts grabbing the heads of various human beings. He also gets chased by a couple of cops, who think they’re after a human murderer.”

One of the most appealing things about The Borrower, says McNaughton, is that all of the FX are derived from the story. “I’ve read a lot of scripts where they find some half-assed story and fill it up with gratuitous effects that aren’t organic to the narrative in any way,” he frowns. “They have what is basically a crappy story, and every so often they dump a bunch of gimmicks in there that don’t belong. They just sew them on. In The Borrower, the effects stem from the concept. Here comes this alien creature, his head goes away, and now he’s lost on Earth. He’s like a lion: He’s not really a bad guy, he’s just hungry.”

There are rather grim yet funny moments in the film. “I always go into those meetings where someone’s trying to sell the concept down the line,” he grimaces. “I hear things like, ‘It’s a cross between Terminator and Gone With the Wind!’ We tried to put humor in the script, but we weren’t really concentrating on it. It just happened that the players we got, like Tommy Towles and Antonio Vargas, were always thinking of ways to make it better. There was humor in the situations, and we were just fortunate enough to have players that hooked on to it, which brought us more than we expected.

“I hate gag humor,” the director goes on. “The humor in this story comes from the situations. It’s very humorous, very dark, and it moves very well. All of the gore comes from the fact that this creature has got to have new heads. It’s part of the story. It’s not gratuitous. There’s a metaphor to the script: He’s assuming these other people’s lives and personalities, almost like an actor.”


The story follows the title character’s attempts to fit into modern American life, assisted by such helpers and reluctant head donors as Antonio Vargas and Tom Towles. In addition to the various human victims, the Borrower even attempts (albeit unsuccessfully) an animal’s head. Along with the alien’s story, another plot involves a psychotic killer (Neil Giuntoli) who, at the film’s beginning, is captured by a detective (Rae Dawn Chong).

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“Scully the psycho then escapes and stalks Rae Dawn,” McNaughton details. “Eventually, he breaks into her apartment late at night, where she shoots and kills him. His body is taken to the morgue at the same time they bring in the dog-headed man. The dog-headed man then grabs the female coroner’s head, but the authorities shoot the hell out of him. They figure it’s all over, but the monster now takes Scully’s head! There’s a massive shoot-out, and a big boffo finish.”

Rae Dawn Chong was not used to working on projects like The Borrower, which led to a few uncomfortable moments. “Rae Dawn and I had a few run-ins,” the director reveals. “It was her first starring role, and I believe she was nervous and tense. Also, I don’t think she’s used to working on projects whose budgets are quite so low, where the amenities are quite so thin. She worked big blocks at the beginning and end of the picture, but during the middle three weeks she didn’t work at all. We had a scrape or two during the first three weeks, but I got along with her much better the last weeks, and it all went pretty smoothly.”


Although Kevin Yagher was in charge of the makeup FX, he farmed some of the work out to Robert Kurtzman, Greg Nicotero and Howard Berger of KNB EFX Group. “The work was pretty straightforward: Kevin had the real juicy stuff, and we got the stuff that he didn’t really want to deal with,” laughs Kurtzman, relaxing in the KNB lab. “He mainly told us what he saw, and we just did it here. He didn’t come in and beat into our brains how he wanted it. He basically just said, ‘This is what I’m looking for.’ We did most of the neck appliances, based on some of Kevin’s designs for the necks, and we also did several bladder makeups. Kevin took over the rest of the stuff, a couple of dummies that had their heads severed. There are a lot of dummy head gags, with severed heads. This is a very bloody film. I can’t even guess how they’re going to rate it.”


The filmmakers say that the majority of the FX work involves prosthetic makeup, along with a great deal of squibbing. The spaceship and outer space will be done optically, while armatures will be used for some of the head-splitting. At the beginning of the film, one of the aliens is seen in its natural insectoid form, as it leaves the Borrower on Earth. “The insect head involves mechanics,” McNaughton explains. “We had radio-controlled mandibles. We used fiberglass and foam rubber to build the alien’s body.”

THE BORROWER had been produced with Atlantic Pictures set as the distributor. “Then Atlantic was sold during the production,” McNaughton said. “The boss went away in the middle of the night. New people came in, but they couldn’t get the company into shape. So, everything collapsed. The completion bond people took over the film. It was a fiasco.”


MV5BMTY5MjUxMjUyNF5BMl5BanBnXkFtZTcwMzI0NjgwMw@@._V1_SY1000_CR0,0,812,1000_AL_Atlantic Releasing was in a motel that used to be on Sunset. They had a pretty good-sized parking lot and about 25 or 30 employees. One day towards the end of production I had to go over there to talk about how we were going to shoot nights. I pulled into the parking lot, and it was empty. The building’s doors were swinging on their hinges. I walked in, and there was literally no one there! The computers were all packed up. They literally disappeared in the middle of the night, and took the few hundred thousand dollars that was left in our budget with them. So it was an insane experience making THE BORROWER.  – John McNaughton (Director)


Rae Dawn Chong, appeared on THE PAT SAJAK SHOW a few months ago where she badmouthed THE BORROWER for having “the worst script” she’d ever performed. It was just an insult added to the stock piling injuries already suffered by McNaughton.

“It was a nightmare working with her,” McNaughton said. “She didn’t belong in a little $2 million movie. I mean, she wants to be Sigourney Weaver. She’s worked in big budget films before, so why did she do this picture? They asked her why she did the movie and she said because she needed the money. Why be so stupid as to go on TV and tell everyone you’re a whore?”

The Borrower (1989) Music Tracks

Directed by
John McNaughton
Writing Credits (WGA)
Mason Nage … (story)

Mason Nage … (screenplay) and
Richard Fire … (screenplay)

Rae Dawn Chong – Diana Pierce
Don Gordon – Charles Krieger
Tom Towles – Bob Laney
Antonio Fargas – Julius
Neil Giuntoli – Scully
Larry Pennell – Captain Scarcelli
Tracy Arnold – Nurse

Makeup Department
Everett Burrell … special makeup effects artist
Bernd Rantscheff … makeup artist
Heidi Williams … assistant makeup artist
Chris Yagher … special make-up effects
Kevin Yagher … special makeup effects
Evan Brainard … mechanical department: Kevin Yagher Productions, Inc.
Steve Galich … special effects
John Lundberg … mechanical department: Kevin Yagher Productions, Inc.
Tony Rupprecht … mechanical department: Kevin Yagher Productions, Inc.

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One thought on “The Borrower (1991) Retrospective

  1. Finally rewatched on Vudu. Came back for a second read. Excellent article. It’s always more fun to rewatch a flick when you know the production backstory. It makes you appreciate even the worst of films when you realize what filmmakers are up against. I remembered renting this back in the day and liking it then. Been years since.

    Liked by 1 person

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