Photo: ©Paramount/Courtesy Everett Collection
If you are a fan of The Sopranos — and odds are that as a Decider reader you are certainly that, and more — you are conversant with the series’ theme song, “Woke Up This Morning,” the career peak of its writers/performers Alabama 3. It’s a grimy track, more “rock” than rock ‘n’ roll, but its lyrics might direct you to the song’s roots: “Woke up this mornin’/got myself a gun/your mama always said/you’d be the chosen one.” As the main character of Not Fade Away will explain to a friend, “woke up this morning” is a standard first line in blues songs. And we all know what they called the baby when the blues have one. And some of us also know the opening of Muddy Waters’ “Mannish Boy:” “Now, when I was a young boy/At the age of five/My mother said I was gonna be/The greatest man alive.”
Sopranos creator David Chase has only directed a single feature film so far in his career, and it’s one that has zip to do with guns or gangsters. But Not Fade Away is set in his home state of New Jersey, in towns not too far from where Tony Soprano did his business. The 2012 movie was a labor of love for Chase, and the most nakedly autobiographical of his screen works. It’s a marvelous movie, very sweet but also very tough, a story about, among other things, the pain of not quite being good enough to do the thing you love as well as you’d like.
I knew a bit about this movie well before it came out, because one of its locations it the Lafayette Theater in Suffern New York, right at the northern border of Jersey and upstate. The place is still in business, and back when Chase made this movie, it was being managed by an old friend of mine, and I went there pretty often — on weekends he would offer repertory screenings, showing the likes of Anatomy of a Murder and The Ten Commandments on a properly big screen, prefaced by a program of Wurlitzer Organ magic. As Not Fade Away opens, the movie house in the film is showing the immortal Corman/Vincent Price collaboration The Pit and The Pendulum. The movie is narrated by a female voice who speaks of a time when “My brother and his friends…started a band…like most bands you’ve never heard of them.” Said brother is Douglas Damiano, played with a pitch-perfect combo of tentativeness and swagger by John Magaro (who was pushing 30 when the film was shot but thoroughly convinces as a young adult). Doug is at first inspired by some slightly older guys who play Ventures covers. Then the Kennedy assassination and the debut of the Beatles — who Doug sees not on The Ed Sullivan Show but the variety series Hollywood Palace, hosted by Dean Martin, who’s pretty condescending about having to introduce the Fabs.
The spectacle shakes up the families of suburban Jersey. Doug’s dad Pat, played by the ever-great James Gandolfini, regards the new phenom with disdain. He likes to lie on the couch and make pronouncements like “Real life’s too much like it seems,” but he gets angrier and more active about it when Doug starts growing out his hair and talking about maybe not going to college. Neighbors the Dietzes are overseen by dad Jack, a more buttoned-down reactionary, played by Christopher McDonald. He’s got two daughters, and both seem a little overeager to take advantage of what will become known to some as “the new freedoms.” There will be intertwining, and sexual discovery. But first the band has to get its chops together. In their makeshift practice room — a basement of one of his bandmates — Doug discovers that he’s got the best singing voice of any of the guys, and he moves out from behind the drum kit to front the band. Much to the displeasure of Jack Huston’s charismatic Gene, who kind of forced the issue by accidentally swallowing a lit joint.

In this world, Doug is a big deal getting bigger — his moves raise the eyebrows of both Dietz girls, the friendly, sensitive, and age-appropriate Grace, played by Bella Heathcote, and the more aggressively bohemian older sister Joy (Dominique McElligott). The rites of passage don’t end with the opposite sex —there’s bathroom joint-smoking, which moves Doug and pals to go into hysterics over soap names.
“Time Is On My Side” by the Stones is heard early in the movie, and the thing about Doug and his band is that time is absolutely not on theirs. Taking time off from practicing, they go to the Lafayette and are flummoxed by Antonioni’s Blow-Up. “What kind of movie is this? Nothing happens. There’s no music in it, telling you a guy’s gonna get killed,” Doug grouses. “I think the trees are the music,” Grace corrects him. The girls are always smarter in movies like these, I guess because the girls are always smarter in real life, too. Doug and company have only just mastered a cover of Muddy’s “Rollin’ and Tumblin’” when Sgt. Pepper comes out. And so on. By the same token, the one original the band comes up with is more than pretty good. “The St. Valentine’s Day Massacre” was written and produced by Little Steven Van Zandt, Springsteen’s E Street band lieutenant and a significant solo voice himself. He served as music supervisor for the picture, and a few years after, put out his own version of the tune. (Personal note: I somehow had the privilege of moderating a press panel about the movie and had a blast with Van Zandt, Chase, and Gandolfini. In stark contrast to his onscreen characters at the time — his great turn in Enough Said was a year in the future — James was reserved, almost shy. I think he and Chase appreciated that I kept the on-stage conversation focused on the movie, deflecting Sopranos talk.)
The movie almost moves into tear-jerker level as Doug begins to realize he’s got no choice but to grow up, which doesn’t mean giving up his dreams so much as changing them. A dinner scene in which Gandolfini’s dad is compelled to go easy on his son contains some of the best acting James ever did. Also crushing it is Brad Garrett, miles away from his hilarious but often cartoonish Everybody Loves Raymond duties, playing Jerry Ragovoy, the actual writer of “Time Is On My Side,” who sympathetically but definitively lays out the dues Doug’s band will have to pay in order to be taken seriously.
I don’t want to give anything away if you haven’t seen this gem of a picture yet. I do wonder if Julia Garner’s character, on screen for less than a minute, would have taken Doug to the Spahn Ranch had he taken up her offer of a ride. Doug’s sister wraps the movie up with a question that’s still pertinent today. Not Fade Away — which is currently being showcased on The Criterion Channel with a new, black-and-white cut that adds a layer of timelessness to the picture — makes you wish for Chase to take another whack at feature filmmaking, but it’s also an achievement unto itself, a low-key masterpiece that pays off repeat viewings the same way the Bo Diddley drumbeat of the title song is never something you don’t want to hear.
Veteran critic Glenn Kenny reviews new releases at RogerEbert.com, the New York Times, and, as befits someone of his advanced age, the AARP magazine. He blogs, very occasionally, at Some Came Running and tweets, mostly in jest, at @glenn__kenny. He is the author of the The World Is Yours: The Story of Scarface, published by Hanover Square Press, and now available for at a bookstore near you.



