October 9th, 1985. Orson Welles, the man who made Citizen Kane, the greatest film ever produced in America, walked into NBC Studios at 1:47 in the afternoon. His call time was 5:30. He was 4 hours early. The stage manager thought it was a mistake. He wasn’t expected for hours. Welles smiled, asked for a private dressing room, a working typewriter, and one thing more.
Absolutely no interruptions. For the next 3 and 1/2 hours, the most legendary filmmaker in American history sat alone in that dressing room typing. The crew could hear the keys through the door. Slow at first, then faster, then long pauses of silence, then faster again. When he finally emerged, he was warm.
He was funny. He was brilliant. He did the Tonight Show. Johnny Carson laughed at his jokes. The audience adored him. He hugged Johnny goodbye, walked to his car, and drove home. 9 hours later, he was dead. 2 days after that, when staff finally cleaned the dressing room he had used, they found something in the bottom drawer of the makeup table.
A sealed envelope, addressed in Welles’ own handwriting to Johnny Carson. And what was inside that envelope was something that nobody, not Johnny, not Welles’ family, not the NBC executives who eventually saw it, was ready for. What Welles had been typing in that dressing room for 3 and 1/2 hours was a confession.
And the final paragraph contained instructions that Johnny Carson would not be able to follow for 7 years. Before we go any further, I see comments all the time from viewers who didn’t realize they weren’t actually subscribed. It’s a free thing to do. It takes 1 second and it lets us keep telling these stories.
So, please just check that the button below says subscribed. If it doesn’t, tap it. Thank you so much for being on this journey with us. It really does matter more than you know. To understand what happened on October 9th, 1985, you have to understand what Orson Welles was carrying that morning. He was 70 years old.
He had spent the last 44 years of his life being told he was the greatest filmmaker in American history. And every single one of those 44 years, he had been quietly terrified that the world would eventually figure out he wasn’t. He had directed Citizen Kane when he was 25 years old. 25. The film had been called perfect, revolutionary, untouchable.
And from that moment on, Orson Welles had spent his entire adult life trying to make something else that lived up to it. He never did. Not in his own mind. Not in the mind of the critics. Not in the mind of the public. He made The Magnificent Ambersons and the studio took it away from him and cut it to ribbons.
He made Touch of Evil and they did it to him again. He made The Trial, Chimes at Midnight, F for Fake, brilliant films, defining films, films that other directors would build their entire careers on. But none of them, in the eyes of the world, ever quite matched Citizen Kane. And Welles knew it. He had been carrying that comparison around for four and a half decades.
It had become a kind of slow, private erosion that nobody on the outside could see. But what nobody knew, what almost nobody on Earth had ever seen, was the version of Orson Welles who was alone in a room. The version who couldn’t sleep. The version who, in the last years of his life, had started writing letters to people who had been kind to him over the decades.
Long letters. Honest letters. Letters he never sent. There was one person, though, who had seen pieces of that private Welles over the years. Just pieces. Quiet moments after the cameras stopped. Late phone calls that nobody on either end mentioned the next morning. A particular kind of friendship that exists between two men who have spent their lives being watched by millions and watched genuinely by almost no one.
That person was Johnny Carson. And on October 9th, 1985, Orson Welles had decided it was time to give Johnny the rest of the picture. But what happened in the 4 hours before he walked onto that stage is something nobody on The Tonight Show staff fully understood until much later. And what they finally pieced together would change the way they remembered Orson Welles forever.
He arrived at NBC at 1:47 in the afternoon. The receptionist at the artist’s entrance recognized him immediately. He was unmistakable. 70 years old, enormous frame, a beard that had gone fully gray, a black suit that hung on him the way clothes hang on men who have stopped paying attention to their reflections.
He carried a battered leather satchel that the receptionist would later say looked too heavy for him to be carrying alone. He set it down on the desk and asked, in that voice, the voice that had narrated half of American culture, whether he might possibly be shown to a private dressing room. The receptionist hesitated.
“Mr. Welles,” she said, “your call time is 5:30 in the evening. We don’t usually have you back here until 4:00.” He smiled at her. The smile of a man who had spent his entire life convincing people to give him exactly what he wanted. “I know, my dear,” he said. “I have some writing to attend to. Would it be terribly inconvenient if I borrowed a room? It was not terribly inconvenient.
A stage manager named Bill Fontaine was paged. Within 10 minutes, Welles had been escorted to a small private dressing room two doors down from Johnny Carson’s. Fontaine asked if he could bring him anything at all. Welles thought for a long moment and then asked for two things. First, a working typewriter.
Manual, if possible. He could not bear the sound of the electric ones. Second, absolutely no interruptions, please, unless the building was on fire. Fontaine laughed and said he would see what he could do. A manual typewriter was found within 20 minutes in the props department, a battered old Royal that had been used in a sketch the year before.
Fontaine wheeled it into Welles’ dressing room on a small metal cart, set it on the makeup table, and asked if there was else. Welles thanked him. He said no. He said it would all be all right now. And he closed the door behind him. For the next 3 and 1/2 hours, that dressing room door did not open.
Fontaine walked past it twice. He could hear the typing through the wood. Slow, deliberate keystrokes. Then a long silence. Then a burst of typing so fast that Fontaine actually stopped walking. Then another silence, longer this time. The second time Fontaine walked past, around 3:30 in the afternoon, he heard something that he did not put together until much later.
He heard, very faintly, what he believed was the sound of an old man crying. He did not knock. Welles had asked him not to. And there is one more thing that Fontaine would only admit years later in a single off-the-record conversation with a Tonight Show archivist. When he walked past the door that second time, he actually stopped for a long moment.
He stood there with his hand inches from the wood debating whether or not to check on the man inside. He was an experienced stage manager. He had handled crises before. He had pulled drunk actors out of bathrooms and talked nervous comics through panic attacks in the wings. Everything in his training told him that whatever was happening on the other side of that door was something he should be a part of.
But something else, something he could not put words to, told him not to interrupt. He took his hand off the door. He walked away. And for the rest of his life, he would replay that moment wondering if he had been right. He had been right. Years later, Johnny Carson, when he finally heard the story from Fontaine in 1996, took his hand and said something very simply.
“Bill,” he said, “You let a man finish saying goodbye. That is the kindest thing you have ever done for me without knowing it.” Fontaine, who had been waiting 11 years for some kind of permission to forgive himself, started to cry in the middle of an NBC commissary lunch. He cried hard enough that Carson got up and walked him out of the room with one arm around his shoulders, the way a father walks a grown son.
Wait, do not miss this detail. Because what Wells was typing in that dressing room was not, as everyone first assumed, an essay. It was not an article. It was not the draft of a screenplay or a memoir or a magazine piece. It was a letter. A single 14-page letter addressed by name to Johnny Carson. And the first sentence of that letter, which would not be read until 7 years later, began with five words that would shatter Johnny Carson in 1992 the way they could not have shattered him in 1985.
“Johnny,” the letter began, “If you are reading this, that is all anyone outside of Johnny Carson, his immediate family, and one NBC executive would know about that opening for the rest of the century. The full text of that letter has never been published. It will never be published. Johnny Carson made sure of that himself.
But pieces of it, the parts Johnny himself talked about quietly, almost never on the record, have surfaced over the years. And what they reveal is one of the most extraordinary secret friendships in American entertainment. To understand it, you have to go back to September of 1972. Orson Welles, then 57 years old, had agreed to appear on The Tonight Show for the first time.
He had avoided Carson for years. He had avoided most American television, in fact, because he believed, correctly, that American television tended to embarrass guests like him. He believed the format was designed to make you smaller than you actually were. He had watched too many of his peers try to be charming on those couches and instead come across as desperate.
But his agent had begged him. He needed the money. He always needed money. The independent films he was trying to fund had been stalled for years. The Tonight Show paid scale, but it sold tickets to whatever lecture circuit he happened to be on. He said yes. He arrived at NBC. And in the green room, before the show, something happened that almost nobody on Earth knows about.
Johnny Carson walked in. He was not supposed to. The Tonight Show had a very strict rule. Johnny did not meet guests before the broadcast. Carson believed it ruined the energy of the interview. He wanted to react to them in real time on camera. So, when Carson walked into Welles’s green room 20 minutes before tape, Welles was caught completely off guard.
“I just wanted to say,” Carson said quietly, “that I have watched Citizen Kane more times than I can count. And I have watched Touch of Evil. And I have watched Mr. Arkadin. And I want you to know that I have no intention tonight of asking you any question that would make you feel small. We are going to talk about whatever you want to talk about.
And if you want to be serious, we will be serious. And if you want to be funny, we will be funny. But this is your night. I just wanted to say that to you before we went on.” Welles, who had been a public figure for over 40 years, who had been interviewed by every major journalist on Earth, did not know what to say.
He looked at Johnny Carson for a long moment. And then he said, in a voice almost too quiet for the room, “Thank you, Johnny. I needed to hear that more than you know.” Carson nodded. He left without another word. 20 minutes later, Welles walked onto The Tonight Show stage and gave one of the most charming, witty, vulnerable interviews of his entire life.
The audience was on its feet at the end. NBC switchboard lit up immediately. The two of them had something. The country could feel it through the screen. That was only the beginning. Over the next 13 years, Welles came back to that show again and again. Each time, it was the same quiet routine. Welles would arrive a little early.
Carson would slip into his green room before tape just for a moment, just to say hello, just to say that this was Orson’s night. And every single time he did it, Welles felt something unclench inside him that almost never unclenched anywhere else in his entire life. What you have seen so far is nothing compared to what was happening inside Orson Welles’s head during those years.
Because in private, in the apartments he kept in Los Angeles and the hotel rooms he stayed in around the world, Welles was unraveling. The money problems were getting worse. The film projects kept collapsing. His friends from the old days, the men and women he had made movies with in the ’40s and ’50s, were dying off one by one.
He was, in every meaningful sense, alone. He had a daughter he barely saw. He had a wife from whom he was permanently estranged. He had a partner, Oja Kodar, who tried to hold him up, but who could not, by herself, replace the world he had built and lost. The Tonight Show, in those last years, had become one of the only places where Orson Welles still felt seen.
And he had never told Johnny that. Not directly. Not in words. By the summer of 1985, his health was failing. He knew it. His doctors knew it. He had a bad heart and worse habits, and he had spent 50 years not taking care of either. He had recently, in fact, received a piece of medical news that he had not shared with anyone.
Not his family. Not his agent. Not the producers of the documentary he was supposed to be finishing. He had been told, quietly, in a small office on Beverly Drive, by a cardiologist he trusted, that he was not going to live to see his 71st birthday. He had 3 months. Maybe less. He told no one. And he started writing letters.
But what came next would change everything America thought it knew about the man behind Citizen Kane. On October 9th, 1985, the morning of his Tonight Show appearance, Orson Welles woke up in his small house on Stanley Avenue in Hollywood. He had slept badly. He had been sleeping badly for weeks. He got up, made himself coffee, sat in his study, and looked at the unfinished pages of a letter he had been trying to write to Johnny Carson for over a month.
He had started it nine times. He had thrown out every single draft. The problem was that he kept trying to say everything, and you cannot say everything in a letter. And the more he tried, the more he sounded like Orson Welles being eloquent instead of Orson Welles being honest. That morning, he made a decision.
He would not write the letter at home. He would write it at the studio. He would write it in the dressing room of the only show in America where he had ever felt completely safe being himself. He would write it on a borrowed typewriter in the hours before he sat down for the last interview of his life.
And he would not leave that dressing room until it was done. He did not tell anyone that morning that this would be his last appearance. He drove himself to NBC. He arrived at 1:47 in the afternoon. He carried his battered leather satchel. He asked the receptionist for a dressing room. He asked Bill Fontaine for a typewriter.
And then he sat down at the makeup table, lit the small reading lamp, took 14 sheets of blank paper out of his satchel, and began to type. 3 and 1/2 hours. When he opened the door of the dressing room at 5:20 in the evening, Bill Fontaine was waiting in the hall to walk him to makeup. Welles looked at him.
He looked, Fontaine would later say, like a man who had just put something down. His shoulders were a little lower. His eyes were a little softer. He was holding in his right hand a plain manila envelope, sealed with one word handwritten across the front. Johnny. What Welles did with that envelope and what happened over the next 9 hours is the part of the story that has been retold most carefully by the people who were there.
He did not give the envelope to Johnny that night. He did not put it in Carson’s dressing room. He did not leave it with a producer. What he did was, when nobody was looking, slide the envelope into the bottom drawer of the makeup table in the dressing room he had been working in. The drawer where the wardrobe department kept spare lapel pins and pocket squares for emergencies.
The drawer that nobody opened on a normal night. The drawer that, in his own quiet judgment, was the one place the envelope would sit untouched until somebody who cared enough finally found it. Then he went into makeup. He let them powder his face. He chatted with the makeup woman about a film he had loved in the 30s.
He thanked her warmly. He walked out to the green room. He sat on the small couch. And when Johnny Carson, breaking his own rule one final time, walked in to say hello before the broadcast, Orson Welles smiled at him with an expression that Carson later said he would think about for the rest of his life.
“What kind of expression?” the reporter asked years later. Carson looked away. He took a long moment before he answered. “It was the way someone looks at you,” Carson said quietly, “when they are saying goodbye and they don’t want you to know.” The Tonight Show that night was a master class. Welles was extraordinary.
Sharp, warm, generous, surprising. He told the story about the time he met Winston Churchill. He told the joke he always told about the wine commercials. He laughed at Johnny’s jokes the way he always did, throwing his head back, the laugh that came up from somewhere deep in his chest. He even did a small magic trick at the desk, just a little card thing, the kind of thing he had done at parties his entire life.
The audience adored him. Johnny adored him. Ed McMahon, sitting to Johnny’s right, watched the two of them with that fond, slightly amazed look he sometimes got when he realized he was watching something he was lucky to be near. The interview ended. The cameras cut. Welles stood up. He shook Johnny’s hand.
He thanked him. He thanked him a second time. He thanked him a third time. Johnny would, in private, mention that third thank you over and over for years afterward. He walked off the stage. He went back to the green room. He picked up his satchel. He walked out to his car alone. He drove home alone.
He sat down at the desk in his study on Stanley Avenue, and at some point in the next 9 hours, he wrote one final note on a single sheet of paper. The handwriting on this one was less steady than what he had typed at the studio. The note was found by his housekeeper the following morning on top of the typewriter where he had typed it.
The note said only two words. Thank you. He died of a heart attack in the early hours of October the 10th, 1985, alone in his chair at his typewriter. The housekeeper, a quiet woman named Maria who had worked for Welles for the last few years of his life, would later say one thing about the morning she found him.
She said that the last page in the typewriter was blank. He had finished what he wanted to say. He had pulled out the final page of his work. He had loaded a fresh sheet for whatever came next. And then he had written, by hand at the very top of that blank page, the two words that became his final note.
Thank you. Then he had simply stopped. He had not slumped over the keys. He had not fallen out of the chair. He had leaned back slowly, the way a man leans back when he has just finished a long letter that needed to be written. And that is the position in which she found him. Now here is where this story becomes something almost impossible to believe.
For 7 years, the Manila envelope sat in the bottom drawer of that NBC dressing room. Nobody knew it was there. The dressing room was used by other guests. Robin Williams used it once. Bette Davis used it. A succession of stars came and went through that small room, never knowing that a sealed letter from Orson Welles was sitting 2 feet from where they were getting their hair done.
In May of 1992, Johnny Carson announced his retirement from The Tonight Show. The week of his final broadcast, the network sent a cleaning crew through every dressing room on the production hallway. A new host was coming. New furniture was coming. Old drawers were being emptied. A young production assistant named Maria Vasquez was assigned to clear out the small dressing room two doors down from Carson’s.
She pulled open the bottom drawer of the makeup table. She found the Manila envelope, slightly yellowed now, sealed with the word Johnny handwritten across the front in a familiar, slanted script. She did not open it. She walked it directly to Johnny Carson’s dressing room. But what you are about to learn next is the part of the story that has never been fully told until now.
Johnny took the envelope. He looked at the handwriting. He recognized it immediately. He sat down very slowly in the chair at his own makeup table. He held the envelope in both hands for a long time. He did not open it. He could not open it. That night, he taped the second-to-last Tonight Show of his career.
The next night, he taped the final one. And the entire week, every spare moment between rehearsal and taping and rewrite, he carried that envelope with him. He carried it to lunch. He carried it home. He set it on his bedside table at night, and he looked at it, and he did not open it. What was inside that envelope had been waiting for him for 7 years.
It would wait another 4 days. The final Tonight Show aired on May the 22nd, 1992. Johnny said his farewells. He thanked America. The country cried in their living rooms. The next morning, he flew alone to a small house he owned on the coast. He did not bring his wife. He did not bring any staff. He brought a thermos of coffee, the Manila envelope, and a single chair he set out on the wooden deck overlooking the Pacific.
He opened the envelope. He read the 14 pages. He read them once. He read them again. And the second time he read them, according to a friend he eventually told about that day, he wept harder than he had wept since his son had died. What was actually in those pages? Johnny Carson talked about it exactly twice in the rest of his life.
Once in 1998 to his closest friend, the writer Henry Bushkin, over a dinner that neither of them ate much of. And once in 2003 in a private conversation with David Letterman during a long, slow phone call that Letterman would later refer to but never directly quote. Here is what we know. The letter was a confession of every fear Orson Welles had ever carried as a public man.
It described, in detail Welles had never given to anyone, the imposter feeling that had haunted him since the light citizen Kane had premiered. It described his belief, never voiced, that he had peaked at 25 and spent the rest of his life as the ghost of his own promise. It described the loneliness of a man who walked through hotel lobbies all over the world and was recognized by everyone and known by almost no one.
And then, in the middle of the letter, it pivoted. The second half was a thank you. To Johnny, Wells wrote that for 13 years, The Tonight Show had been the only American institution that had treated him like the man he wanted to be rather than the legend he was trapped behind. He wrote that Johnny’s small, quiet kindness back in 1972, walking into the green room before they had ever really met, had cracked something open in him that had been sealed shut since he was a young man.
He wrote that he believed, sincerely, that without those appearances, without those green room conversations, without the way Johnny Carson had looked at him for 13 years like he still mattered, he would have given up on himself long before his body did. And then, in the final paragraph, came the instructions.
Wells wrote that he knew Johnny Carson He wrote that he knew Johnny, like himself, would one day reach the end of a career and wonder whether any of it had really meant anything. He wrote that he knew Johnny would not feel allowed to admit that fear out loud because that was simply not the kind of man Johnny was.
So, Wells had a request. “If you ever feel like quitting,” Wells wrote, “If you ever feel like none of it mattered, if you ever sit down at the end of the day and feel that the man on television and the man in the chair were never the same person and you cannot tell which one was real, take this letter out.
Read it again. And remember that one of the men you watched as a young actor, one of the men you grew up trying to live up to, was watching you back. And was saved by what he saw. You did not just host a television show, Johnny. You held a generation of men together who could not say out loud what they were carrying.
I was one of them. Thank you. Johnny Carson sat on that wooden deck for a long time. The Pacific moved below him. The wind came in cold off the water. He held the 14 pages in his lap. And eventually, very slowly, he folded them, put them back in the Manila envelope, walked into the house, and put the envelope in a small wooden box on the top shelf of his closet.
The same box he kept other small things in. A photograph. A note from his mother. A pressed flower from his first wedding. That box stayed on that shelf for the next 13 years. When Johnny Carson died in January of 2005, his widow Alex found the box. Inside it, alongside the photograph and the note and the pressed flower, was the Manila envelope.
She did not open it. She had heard him mention the letter exactly one time, in passing, late at night, and she had understood without being told that it was not for her to read. She placed the envelope in his coffin, beneath his folded hands, before the casket was sealed. The letter Orson Welles wrote in the 4 hours before his last broadcast went into the ground with Johnny Carson.
That is where it remained. But the story Welles told Johnny in those 14 pages did not stay buried. The pieces Johnny shared in those two quiet conversations with Bushkin and Letterman made their way out into the world the way private truths sometimes do. And what they revealed was the same thing every great story about late-night television eventually reveals.
It was never about the jokes. It was never about the celebrities. It was about the fact that millions of people, every single night, were watching one man sit at a desk and reflect their own lives back at them, and they could not say out loud what that meant to them. The famous ones could not say it.
The unknown ones could not say it. The audience could not say it. Sometimes a person had to be dying to say it. Sometimes a person had to sit down in a borrowed dressing room with a borrowed typewriter and spend three and a half hours saying it on paper because they could not say it in any other way.
Orson Welles said it. He said it for everyone who had ever wanted to say it and could not. He said it in a sealed envelope in a drawer that nobody opened for 7 years. And when Johnny Carson finally read it on a wooden deck over the Pacific for days after walking off The Tonight Show stage forever, he did not feel less alone.
He felt more alone. Because the man who had said the thing he most needed to hear had been dead for 7 years, and there was no way to write back. But Johnny did write back in his own way. He never made another major television appearance for the rest of his life. He turned down every offer for the next 13 years.
But every October the 10th, on the anniversary of Orson Welles’s death, Johnny Carson took out a small leather notebook he kept in the same wooden box on the same closet shelf. And in that notebook, on that one date, he wrote a single sentence to Orson Welles. His widow Alex eventually counted the entries.
There were 13 of them. If this story moved you, do one thing tonight before you close this video. Think of the person you watch from a distance. The one whose work has held you up in years they will never know about. The artist whose songs got you through the year your marriage ended. The writer whose books were in your hospital room.
The host whose face was the last face you saw before sleep when you could not sleep otherwise. Tell them. Write to them. You do not have to mail it. You do not have to read it out loud. You do not have to do anything but say it on paper. Because somewhere right now, there is someone who is the Orson Welles of your life and someone who is the Johnny Carson of your life, and one of them is going to run out of time first, and neither of you knows yet which one it will be.
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And then go write your letter. Tonight.
