(1980) Elderly husband and wife David and Eva (Melvyn Douglas and Lila Kedrova) rediscover each other when they embark on a cross-country road trip after learning that Eva is suffering from a terminal illness. Eventually, their journey takes them to San Francisco, where they wind up on the doorstep of their now-grown granddaughter (Brooke Adams).

Seriously ill, Eva tries to explain to her emotionally troubled granddaughter the meaning of her own life. From
Russia in the middle of the revolution to raising a large family in America to facing old age in a retirement home run by her defeated husband's union. This visit with the granddaughter becomes the catalyst for reconciliation and a rediscovery of mutual love and respect.



  • Melvyn Douglas...........................David
  • Lila Kedrova......................................Eva
  • Brooke Adams.............................Jeannie
  • Peter Coyote......................young David
  • Nora Heflin.............................young Eva


  • Directed by................................Lee Grant
  • Screenplay  by....................Joyce Eliason
  • Cinematography ................Fred Murphy
  • Music............................Sheldon Shkolnik
  • Running time...........................94 minutes
  • Premiered on December 15, 1980


  • Featured in the Jewish Film Festival that began a 10-city national tour in February 1981
  • Released on video in 1988
  • The film marked Melvyn Douglas' last performance.
  • Won Best Picture and Best Actor at the Edinburgh Film Festival and Best Actress Award at the Taormina Festival in Italy.

Based on the O'Henry award-winning novella, this film was revolutionary in its creation and subsequent cultural impact. It was the first feature film in America to be written, produced and directed by women; the first women's film to raise more than a million dollars and to receive major studio distribution; and, the first women's film to get into the Cannes Film Festival's 'Directors's Fortnight.'


Judith Martin, Washington Post:
"For forty-seven years they had been married. How deep back the stubborn, gnarled roots of the quarrel reached, no one could say - but only now, when tending to the needs of others no longer shackled them together, the roots swelled up visible, split the earth between them, and the tearing shook even to the children, long since grown."

That's the chilling opening and the theme of Tillie Olsen's story "Tell Me a Riddle," from which three young producers called the Godmothers have made an extraordinary film. Many powerful talents went into this, and it's a powerhouse of sentiment. But that very chill, the most frightening part of Olsen's depiction of old age, had to be sacrificed to get the hot tears this film extracts.

Feeble bodies frailly encasing passionate souls occupy this film: Here the quarrel between husband and wife concerns only their retirement, thus making it of comparatively recent origin. The suggestion that they part because they differ on how to spend their old age is dispersed by the eloquent plaint of the husband that he would be lost without "my comrade, my everything, my girl." Melvyn Douglas, as the old paperhanger, and Lila Kedrova, as his moribund wife, perform one of the great sensual love scenes when they cut through the cobwebby details of their lives to rediscover the fire that has stoked them. Brooke Adams, as their devoted granddaughter, an angel on rollerskates, is the eager recipient of their emotional heritage.

But the film, often meticulous in repeating the story line, achieves its emotional impact by offering reassurances about these old people: Yes, the love is still there. Yes, the soul and the intellect will live on. There's a tremendous legacy left at the old woman's deathbed, and someone standing by who's worthy of receiving it.

Kedrova, brimming with unused excesses of thought and love, and Douglas, brittle with over-use of mind and limbs, will wrench you apart between them. Flashbacks have been used to reflect the shifts of senility, giving a dignified logic to erratic behavior, and a corresponding cruelty to the cold view of the outsider. It's a sensitive and clever handling of the realized fears of aging - with the exception of hopelessness.

Janet Maslin, NY Times (12/15/80):
'Tell Me a Riddle'' is a slow, restrained, dignified effort. Directed by Lee Grant, it opens today at the 68th Street Playhouse. Miss Grant, whose film is based upon Tillie Olsen's novella, seems to have made just the movie she wanted to. Quietly and with a sometimes paralyzing gentility, she unfolds the tale of an elderly couple who turn the wife's mortal illness into an occasion for examining and reaffirming their lives. The couple, played with reserve and dignity by Melvyn Douglas and Lila Kedrova, begin the story in a state of estrangement. But as they visit their family members and come to terms with their history, they begin to warm up and the film moves faster. Eventually, they share a love scene that is genuinely, atypically touching. By the time the movie ends, the audience should feel very well acquainted with these two.
Dolorous as they are, they have produced an extremely peppy granddaughter, played by Brooke Adams. Miss Adams is in large part responsible for the movie's becoming livelier after a while. In a studiedly eclectic San Francisco apartment - Miss Grant appears to have taken a lot of care with decorating flourishes in the film's various interiors - the granddaughter, Jeannie, lives a life of exceptional zing. After breaking up with her boyfriend, for instance, Jeannie slips into purple tights and red shorts and goes roller skating, bravely announcing she never needed the guy anyway and then admiring her grandmother's legs. Her spunk is an inspiration to everyone, as the film so adamantly wants it to be.

So is Miss Kedrova's, and she has almost more spunk than one can bear. When she sees a beach, by golly, she throws off her shoes and goes dancing. When left alone, she makes merry, birdlike gestures with her hands. When waxing eloquent, she pores over her scrapbook of Great Thinkers Who Have Influenced Her, cooing at the memory of Victor Hugo and Emile Zola and others. She is nothing but noble from the movie's start to its finish.

''Tell Me a Riddle'' is so straightforward and so simple that it doesn't prompt anything more elaborate than subjective reactions. If you bring the right sad baggage to it, you may be deeply moved; if you resent being manipulated, you may be moved in quite another direction. Throughout the film, plain competence and good intentions are on display, and at least in this case, they aren't qualities that make for strong responses. This may be a movie to remind you of something. But I don't think it's one to touch you on its own.

Desmond Ryan, Philadelphia Inquirer:
The film is an ambitious attempt to blend the memories of a dying woman with her present domestic problems. It opens tomorrow at the YMHA, Broad and Pine Streets, as the first offering of the Jewish Film Festival, a collection of 21 movies that reflect the Jewish experience.

Even with a movie as good as Paul Mazursky's "Harry and Tonto", growing old in America is presented as a problem for the young who must care for the aged. To her credit, Grant has chosen a story that perceives the relationship of an elderly couple as a viable subject in itself.

David (the late Melvyn Douglas) is a retired paperhanger who simply wishes to sell his house. The most poignant scene in the film finds him at the foot of a ladder in painting overalls realizing that he no longer has the strength to climb. His wife, Eva (Lila Kedrova), can tune the world out by turning down her hearing aid. For her, the house is a trove of memories and associations; giving it up would be catastrophic.

Grant shows enough in "Tell Me a Riddle", especially in the compassion she extends to her characters without wallowing in their emotional predicament, to suggest she could do more behind the camera.

Michael Blowen, Boston Globe:
Lee Grant's "Tell Me a Riddle" is a  melancholic adaptation of Tillie Olsen's novel inspired by magnificent portrayals by Lila Kedrova and Melvyn Douglas.

Sacramento Bee:
Lee Grant, the Oscar-winning actress, has always shown a wide talent for creating rich, winning performances. So it should come as no surprise to find her coaxing good acting from others in her first film as a director, "Tell Me a Riddle".

The late Melvyn Douglas, in his last performance, and Lila Kedrova star as a quarrelsome immigrant couple seeking to find some common ground in their twilight years. Douglas plays David, a retired paperhanger. He longs for a circle of friend Why don't they sell their seven-room home and move to a residence for the elderly where their needs will be taken care of and they can socialize with folks who have common interests?

Kedrova, as Eva, turns down her hearing aid when such talk surfaces. She wants to be alone with her memories, revisiting the literary heroes of her violent Russian girlhood: Gorky, Mindelstam, Hugo, Zola. She's warmed by the passionate ideals she shared with them. The survival of their marriage is at stake.

Eva is dying of cancer. David, hiding this from her, takes her across the country to visit their children and grandchildren for one last time, a trip that leads them to San Francisco. It is there that their granddaughter Jeannie, (Brooke Adams),  helps them reach, at last, a reconciliation. Eva finds the one woman to whom she can leave her heritage.

The highlight of the film is Douglas' restrained performance. He is absolutely first-rate. And Kedrova is irrestible, as well. Adams adds her very best work, to date. All give evidence they were provided an ideal situation in which to work through Grant's graceful direction.

And there are more to be singled out for praise in this truly wonderful cast: Lili Valenty's fine portrait as Mrs. Mays, an old comrade of Eva's, who lives in San Francisco. Zalman King as Paul. Peter Coyote, playing David as a young man. And Nora Heflin, daughter of the late star Van Heflin, as the young Eva.

Never for a moment is there a hint that a word of the script nor a fragment of a scene was created without the deepest of respect for the original Olsen work. And this includes the stunning production design by Patrizia Von Brandenstein. This is a gripping and deeply touching movie.