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"I NEVER WANTED TO DIRECT THAT SPOT BACK IN 1985," INSISTS STILL photographer turned commercials director Dennis Manarchy. It seems he was shooting a print campaign for Pevely ice cream and agreed to take the director's chair after a persuasive art director assured him he wouldn't have to say boo during the preproduction meeting. But as soon as the meeting started, the AD was called away and the client was on Manarchy like hot fudge on vanilla.

Manarchy did a little soft-shoe routine along with some handwringing, and managed to get through the meeting by not saying a whole lot. But he ended up embarrassed anyway-during the shoot he consistently used the wrong terminology, which confused his crew. "I had kind of heard all the terms-dolly, boom, crab," he says, "but I didn't have them right." So when the shoot wrapped, a mortified Manarchy vowed to stay away from film and stick to print-the medium he'd already mastered for the likes of Nike, Harley-Davidson and Christian Brothers. He later backed off his no-film pledge to accept a few spot assignments from some of his print clients, and five years after the Pevely affair his "No Commercials" spot for the Illinois Bureau of Tourism-a series of peaceful nature scenes punctuated with title cards offering promises like "No heavy metal" and "No fax machines"-won medals at Cannes and the New York Festivals.

Though the Chicago-based Manarchy continued to toss most of the boards that came his way into the circular file, the sporadic film work he did take on steadily increased his confidence level, until, two years ago, he decided to make a full-time commitment to commercials direction. "I wanted to be sure I was an asset to the film industry before I committed myself," says the 49-year-old Manarchy. "Otherwise, why be there? I waited until I had enough positive experiences to get to the level I wanted to play at." He's reached such a level that his work was included in last year's Saatchi & Saatchi New Talent Showcase at Cannes, although the director carps that they included a spot he's not too crazy about. Preferring that the spot remain anonymous so as not to anger the agency whence it came, Manarchy says it looks too "cutty" and might give the impression that he couldn't move the camera-a sore spot for many photographers who've staked out directing careers.

Actually, some of the spots on Manarchy's reel have a deliberate, contemplative feel, and two, a Virginia Power spot that focuses on a cutesy-poo baby sitting in front of a sunny loft window and a nostalgic ode to the Mazda Miata that simply pictures the car as seen through the window of a small-town showroom, are literal one-takes. While Manarchy has shot for big clients like Toyota, Chrysler, Schick and Hershey, his coolest spots by far are relatively obscure :30s for an environmental group called Green Seal, from Cole & Weber/Seattle, and a Matrix shampoo called Biolage, from Hal Riney/Chicago. The composite-driven Green Seal spot features a fixed shot of a hairless woman framed against a rolling blue sky, on whose face is projected the woes of consumer waste as if she were an empty vessel being continually recycled. In the Matrix spot, a wiry model wielding a sledge hammer-shades of Apple's "1984"-manages to defeat the environmental ravages of time and redeem her Bride of Frankenstein locks by smashing a giant clock.

Then there's the Manarchy manner, which is easily as remarkable as anything on the Manarchy reel. "Working with Dennis is like working in a sitcom, or a bad nightclub act in a strip joint," says Marty Klar, Saatchi's senior CD on Toyota. "He tells these rude, crude jokes in mixed company-definitely looking for a reaction-and this impish quality he's got lets him get away with bloody murder."

"He starts in five minutes after he meets you," says Saatchi's Toyota group head Anne Doyle. "And I hate blue jokes. But after a while, I'm thinking, this doesn't bother me at all. It was like being with a brother. A naughty brother."

For example, while Manarchy was driving his daughter to school one morning, he heard a radio report about a man who was being sued for telling a woman she had an ass like a racehorse's-which afforded Manarchy a few weeks' worth of fun. "I'd scope out a personality-I wouldn't do it to someone who'd roll up into a ball-and tell them they had an ass like a racehorse's," Manarchy explains. "I'd wait a bit and carefully read their reactions, then I'd tell them about the lawsuit and ask if they were upset by the comment.

"You have to be intelligent about your mischief," Manarchy quickly adds. "I don't want to hurt or offend anyone, but I don't want them to be too comfortable either. If people get past my jokes, it loosens them up and allows them to be able to say anything to me. If I can demonstrate I'm capable of having fun and being less conventional, it works as a catalyst for that type of behavior-which brings out more of what people have to offer."

As Riney's Kelley puts it, "Dennis is an iconoclast, and there should be room for his kind of stuff. You have to change contexts to get out of doing the normal and expected. I wish we all had the opportunity to shake things up more because it's easy to get into ruts-and Dennis doesn't allow that. He avoids groupthink, which is a dangerous thing."

Now, Manarchy's shtick doesn't work for everyone-and he's the first to admit that-but how he got this way leaves much to the imagination. Manarchy grew up in the working class town of Rockford, Ill., and was nurtured in a what he calls a "very unartistic, illiterate, Italian immigrant family." Had it not been for his medical photographer uncle, who taught him a thing or two about cameras, he probably would have become a plumber like his father. While still in high school he began taking pictures of his old immigrant neighbors. After graduation he entered a Professional Photographers of America contest-an association of wedding and portrait photographers-and won a one-year scholarship to the Rochester Institute of Technology, which led to an apprenticeship with Irving Penn.

Not long after, Manarchy moved back to Chicago and began working as a commercial photographer, but he was soon caught up in the draft and found himself slogging through rice paddies in Vietnam. When he didn't find civilian life terribly inviting upon returning home, he ditched society for three months and lived on an Indian reservation in South Carolina, where he hung out with a faith healer who, periodically, would throw insightful gems his way. "He directed my entire future from his porch on that Indian reservation," Manarchy says. "I'm the biggest skeptic on this planet, but he told me I'd go to New York, move back to Chicago and become very successful. And, basically, that's what happened."

However, picking up his career where he'd left off wasn't easy at first. Manarchy's year in Vietnam had given him a short fuse-not a particularly good client-building asset. But his rich and often arresting images pulled him through and, over the years, he became a kinder, gentler soul. "Compromise and commitment are incompatible," Manarchy says. "You don't want to lose your commitment, but, at the same time, you want to be user friendly. And it took me a certain level of maturity to figure out how to combine the two: You have to be a good listener and understand what people's needs are-and you must be honest in the initial interview about what you want to do. Then things usually work out."

And his recent Ameritech spot for Fallon McElligott illustrates that theory in action. "Connections," reminiscent of the grid paintings of Chuck Close, pulls back from a portrait of a woman seemingly to reveal that her image is composed of thousands of other portraits. Cabell Harris, the freelance AD/CD on the job, says that what sold the agency on Manarchy was the fact that he was the only director who didn't want to do the spot digitally.

Instead, Manarchy shot b&w portraits of 30 people, printed them variously across the gray scale and combined 4,000 of them into one 6-by-6-foot portrait. "I was very classically oriented when I began working as a photographer," Manarchy says, partly by way of explanation, but he hasn't had a print rep in more than three years and now only shoots print when he feels like it. "People have stopped being experimental in print, and, as a photographer, you try to give them the newest thing you can do, invent techniques to take things a step further," he says. "Seven, 10 years ago, creatives almost didn't want to know what the job would look like. 'Surprise me!' But I haven't heard that in a long time-which is good for my art projects."

Manarchy has several self-published collections of his photos, and his most recent, portraits of homeless people, forced him to walk the fine line between exploitation and powerful imagery-and, oddly, prompted Wieden & Kennedy to hire him to feature the greatest living hockey players for an ESPN print campaign. His 1992 collection of nudes manages to incorporate some autobiographical elements, specifically in the image of a man wrestling with his own horns. "I was going through a period of creative frustration," Manarchy explains. "I didn't like the assignments I was getting, and I didn't feel in control of my career."

Manarchy is feeling considerably better these days. "It's like one of my teachers used to say: 'If you follow your own path diligently, there are times

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