Time for schmoozing: Arthur Penn, John Shea and Walter Bernstein. Imagine photo by Erika Hahn.

Arthur Penn, the legendary director of THE MISSOURI BREAKS, BONNIE AND CLYDE, ALICE'S RESTAURANT and other classic movies, asked, "Should I tell them the tomato soup story?"

Walter Bernstein, screenwriter on a number of classic movies including THE FRONT, SEMI-TOUGH, THE LEGEND OF BILLIE JEAN and THE MOLLY MAGUIRES, chuckled. It was an inside joke between old friends, Penn curly-haired, stooped in his sport jacket while Bernstein looked the cherub with pinker cheeks, straight white hair and bifocals.

For the rest of us in the Atlantic Café that last rainy morning of the Nantucket Film Festival, lucky to witness the two legends of filmmaking meet for a chat, Penn told the joke.

He explained, "Two producers were lost in the desert, crawling around thirsty, going out of their minds, when they found a can of tomato soup. One of them opened it up and they were about to drink it when the other one said, 'Wait. First we have to piss in it.'"

Bernstein chuckled, then responded to a question about the movie he scripted in 1964, FAIL SAFE.

"FAIL SAFE and DR. STRANGELOVE had to be done at the same time. But Kubrick decided FAIL SAFE wouldn't be released first... We were totally different-ours was a melodrama-but he sued for plagiarism. His suit had no merit, but it scared the studios, so they held back the release and it hurt us," Bernstein said, offering a glimpse into past politics.

Penn, a sometime producer between 1965 and 1990, offered a pedigree for Warren Beattie's recent film, BULWORTH, after local columnist David Klieler asked about MICKEY ONE.

"I went to the studio and I said, 'I'll make two pictures for you, for a million apiece, but the only requirement is that you never read the script.' They agreed, but they only made one. MICKEY ONE. Beattie's always loved it, so he went out and made BULWORTH, which is based on MICKEY ONE," Penn said.

Bernstein, who smiles easily, was urged by moderator Bingham Ray to talk about THE FRONT, which established Woody Allen as a dramatic actor.

"Marty and I had been blacklisted, so we both wanted to tell a story about it. Couldn't get anyone interested. Then I said, 'Let's go at this sideways and make it a comedy.' We weren't getting anywhere, so he said okay. We took it to David Beggelman, a strange perverse man-he committed suicide in jail-but it was the kind of thing that appealed to his perversity."

"He said, 'I'll do it, but only with a star, Redford or somebody like that... But what about that kid, that funny kid?' He was talking about Woody Allen. We sent Woody the script and he said yes."

Bernstein's smile came out when he said, "We hired as many blacklisted writers as we could. It was our revenge."

Penn: "It's hung around."

Ray: "It's the definitive film of the time."

Bernstein: "It's the only film of the time, so it's definitive."

Ray asked about the role of industry unions then. "Where was the Guild as far as the blacklist?"

"All the unions capitulated... It was difficult to explain... The weight of the government was laid on everyone," Bernstein replied.

Penn offered screenwriters an insight based on his experience teaching workshops.

"One thing that struck me about the young writers is how small their scope is. It seems as if the greater world out there scares them, they prefer working with smaller stuff, sexual problems and things like that... They weren't saying anything," Penn said.

Later he added, "The other dreadful thing is film schools. They don't teach... the ineffable, the mysterious." Penn offered a comparison with European film schools by saying, "They put the emphasis on interpersonal relationships and here we put it on sprocket holes."

The pastries were gone, the veterans could've talked for hours, but a boxful of Bernstein's book, INSIDE OUT: A MEMOIR OF THE BLACKLIST, were waiting to be signed and sold, so the rest of us slipped out into the misty morning, fortified by the light sweet.