During the production of one independently produced, mostly forgotten B-film

During the production of one independently produced, mostly forgotten B-film, the literary, theatre, and film worlds of mid-century America collided in a big way, resulting in a tumultuous affair, a scandalous divorce, and decline of a Hollywood star.

Shot on location in New York City, Guilty Bystander is about as bleak and seedy as noir gets. The film is the fourth and final to pair Zachary Scott with Faye Emerson. Emerson plays Georgia, a desperate woman who seeks out her ex-husband Max Thursday (Scott) after their son and her brother go missing. This one-time police officer, now drunkard, is the house detective at a seedy hotel run by a friend named Smitty. Here Zach plays the kind of anti-hero we’ve come to associate with film noir.

Zachary Scott and Faye Emerson.

After his breakout in 1944’s The Mask of Dimitrios (his first pairing with Emerson), Zach had secured a lucrative deal with Warner Bros., but found himself deeply unhappy with the villainous roles in which he was typecast. “Warner Bros. seemed to think that I had the right sort of face to play heavies,” he once quipped. “Looking evil is really an occupational disease.” The epitome of tall, dark, and handsome (at six-foot-five, he was one of the tallest actors working in the movies at the time), Zach spent much of his time in Hollywood fighting for, and often failing to achieve, more nuanced roles.

To combat his unhappiness, Zach turned to alcohol, which impacted his ability to do his job, as well as taking a toll on his marriage. Zach had met his wife Elaine while the two attended the theatre program at the University of Texas at Austin. After graduating, they moved together to New York City to pursue the stage. While Zach found some success, Elaine did not, so she learned the technical side of the business while working for The Theatre Guild. According to letters Zach wrote to his mother, he and Elaine’s relationship had been on the rocks as early as 1941. After Zach signed a seven-year contract with Warner Bros. in 1943, he moved out to Hollywood alone to begin work on The Mask of Dimitrios. After the film’s release in 1944, he was joined by Elaine and their daughter Waverly.

Zach, Elaine and Waverly.

By 1949, Zach was struggling for control over the films in which he starred, asking Warner Bros. for a three-month release from his contract to star in Guilty Bystander for the independent studio Film Classics. After agreeing to star in a Lux Radio adaptation of Mildred Pierce, in promotion of Flamingo Road (his second film with co-star Joan Crawford), Zach was allowed this leave - but not without a studio-imposed penalty of an additional fifty-two weeks added to his contract.

An extract from an interview with Zach in Screenland magazine.

While Zach was deep in pre-production for Guilty Bystander, Elaine took a trip up to Monterey with a family friend, actress Ann Sothern, during Memorial Day weekend. This is when everything for the Scotts would change: Elaine met the author John Steinbeck. At the time, Steinbeck was suffering not only from writer’s block, but also extreme existential dread. It seems meeting Elaine was what the doctor ordered. The two took to each other immediately, finding a deep connection. He wrote to his friend Annie Laurie Williams, “As a matter of fact, I kind of fell for the Scott girl. Who is she – do you know?”

Zach (reading) with John Hodiak, Macdonald Carey, Anne Baxter Hodiak and Cesar Romero. From Photoplay magazine.
Zach and Elaine arrive at a party hosted by John and Anne Hodiak. From Photoplay magazine.


Steinbeck began writing letters to Elaine in June of 1949. In a letter dated June 6th, he wrote, “Can you bring a little sin and debauchery along? You can get too much purple sage, but you can only get just enough sin.” By the end of the month, he was sending her letters nearly every day via mutual friends and referring to her as “Belle” (a reference to Emma, Lady Hamilton, mistress of Lord Nelson). About a month after they met, Steinbeck came to Los Angeles on some pretense and the two managed to see each other nearly every day. In late July, the Scotts hosted a dinner party. Who was on the guest list? You guessed it: John Steinbeck. Whether Zach could sense the sexual tension between his wife and the author is unknown. After Steinbeck returned to Monterey, Joan Crawford asked Elaine to accompany her on a short trip up the coast. This gave Elaine and Steinbeck fuel to fan their amorous flames.

John Steinbeck.
John Steinbeck.
John Steinbeck.

Around this same time, Robert Redford – yes, the Robert Redford – entered the picture

Around this same time, Robert Redford – yes, the Robert Redford – entered the picture. Redford’s mother Martha had known Zach back in Texas, and after a chance meeting in the Westwood neighborhood of Los Angeles, the families became friends. Zach often carpooled the kids to school as Waverly, it turned out, was one year ahead of Redford in school at Brentwood Grammar. Redford and Waverly began spending time together and according to Redford, they once caught Elaine in the act with another man, possibly Steinbeck.

A birthday letter from Zach to Waverly, printed in Screenland magazine.

By late August, the Scotts headed to New York City, where much of Guilty Bystander was shot on location, including near the Gowanus Canal in Brooklyn. Steinbeck continued to send letters to Elaine, finding an “eastern oak,” meaning a secret address in which to send them. By the time they returned, Steinbeck had rented a home in Malibu while on vacation with his two sons, significantly closer to the home Elaine shared with Zach in Brentwood. In a conversation with Zachary Scott’s biographer Ronald L. Davis, Waverly recalls that she and her mother took almost daily trips out to see Steinbeck and his sons that summer. She also recalled that when Elaine, depressed from all the secrecy, finally told Zach she had fallen in love with the author, he incredulously shouted, “John Steinbeck?!?!?”

During much of Guilty Bystander, Zach looks gaunt and exhausted. While he is playing a man at the end of his rope (and living mostly at the bottom of a bottle), it’s hard to watch his work in the film without wondering how much of the stress in his personal life made its way into his performance. In the film Max Thursday’s family fell apart because of his alcohol problems, paralleling the tensions in the Scotts’ marriage. However, the similarities end there as the film ends on a high note. The Scotts’ marriage? Not so much.

Extract from an interview with Zach in Photoplay magazine.
Zach and Elaine.
Zach and Elaine.

Before agreeing to a divorce, Zach insisted that Elaine visit Steinbeck to discuss their future, hoping he would give her up once he knew she was free – the whole affair losing its clandestine sheen. Steinbeck wrote to her saying, “It was a matter of mutual regard in all directions from the first. And I would do it again instantly. And I’m too old to wear a hair shirt for pure pleasure.” Although Steinbeck was unable to offer much in the way of stability for Elaine and Waverly, it appears this meeting did not go as Zach had planned.


In November 1949, Elaine filed for divorce from Zach claiming “mental cruelty.” Just a few days later, Zach was in a rafting accident, which resulted in a hospital stay for head and internal injuries, causing delays on his latest picture, Colt .45. In December, Elaine testified in court to his violent and erratic behavior. Their divorce was finalized in early 1950, with the two sharing joint custody of Waverly and Elaine retaining their home in Brentwood. Elaine joined Steinbeck in Mexico where Viva Zapata!, starring Marlon Brando and featuring a screenplay by Steinbeck, was being filmed. The two married in December of 1950. In his memoirs, Elia Kazan said that Elaine “raised [Steinbeck’s] spirits, restored some of his confidence, made him feel like what he was, an exceptional man with an exceptional talent.”

Elaine Scott and John Steinbeck.

Guilty Bystander opened at the Palace Theatre in New York City on April 20, 1950 to mixed reviews. In The New York Times, Bosley Crowther praised Zach’s “genuine intensity” and the film’s “oddly disturbing slow-beat rhythm and plenty of sleazy atmosphere.” Zach would appear in four more films in 1950, all with higher profile releases: Colt .45, opposite Randolph Scott and Ruth Roman; Shadow on the Wall, alongside Ann Sothern and Nancy Davis (Reagan); Born to Be Bad, co-starring Joan Fontaine and Robert Ryan; and Pretty Baby, opposite Dennis Morgan and Betsy Drake. After filming wrapped on Lightning Strikes Twice (released in 1951) in March of 1950, Zach was finally released from his Warner Bros. contract. This would be his last prolific year, making only a handful of films, appearing more often on television and returning to his first love: the theater.

After his divorce from Elaine, Zach met and married model and actress Ruth Ford, the daughter of hoteliers and sister of surrealist Charles Henri Ford, as well as a former member of Orson Welles’ Mercury Theatre. They remained married until his death from a brain tumor in 1965. Although Elaine remained married to John Steinbeck until his death in 1968, speaking at an event at the University of Texas at Austin in 1988, she said, “I had Zach in my youth and John in my maturity.”


A sixth-generation Californian, Marya E. Gates has written, podcasted, and vlogged about film for over a decade and is the creator of Noirvember, a yearly celebration of film noir during the month of November. She has created social media and editorial content for Warner Archive Collective, Rotten Tomatoes, TCM, Noir Alley, FilmStruck, and NetflixFilm.