Incongruous, that's what it was. Here was hell-raising John Huston, the man who had barked orders at Bogie, Gable, the Duke, Connery, Brando and Nicholson, trying to direct a bunch of child actors in a cornball 1982 musical called Annie. Huston's rumbling voice and Biblical presence didn't work here. When one moppet tugged on his sleeve for attention, his gently dismissive "Not now, dear" reduced her to tears. The notorious boozer-brawler spent the next half hour with one big, bony hand on her shoulder, the other hand drying her tears. Huston was helpless.

Probably for the first and last time. John Huston died of chronic emphysema last week at 81, after spending two years tethered to an oxygen tank. But the man's fighting spirit was never enfeebled. "I just have trouble breathing," he said. He had no trouble playing poker with his cronies, taking a nightly pop of tequila or finding work. In fact, at the time of his death Huston was in Rhode Island producing and co-writing a new film, Mr. North, directed by his son Danny, 25. "He relished adventure," said daughter Anjelica, 36, who has a role in Mr. North. "My father went for the rush of adrenaline."

His drive as a director energized 41 films over 46 years (he also appeared in nearly 20 as an actor), winning him two Oscars and 13 nominations. The only child of actor Walter Huston and journalist Reah Gore, he took a long time focusing his energies. Young Huston was amply distracted by amateur boxing, racetracks and beautiful women. But when his father helped him land a job as a screenwriter, he dug in and parlayed a few successes (Jezebel, Sergeant York) into a 1941 shot at directing. His debut film was a detective yarn you might remember, The Maltese Falcon.

Huston's classics—The Treasure of the Sierra Madre (1948), The African Queen (1951), Moby Dick (1956), The Misfits (1961), The Man Who Would Be King (1975), Prizzi's Honor (1985)—spanned five decades. Some critics carped that his work had no unifying theme. The great man roared: "I haven't made any two pictures alike. I get bored too quickly."

That need for excitement made for terrific movies and a turbulent life. He romanced and battled some of the world's great beauties and married five women he categorized as "schoolgirl [Dorothy Jeanne Harvey], gentlewoman [Lesley Black], actress [Evelyn Keyes], ballerina [Enrica Soma] and crocodile [Celeste Shane]." Says Keyes: "John was the best director and worst husband in Hollywood." His kids (Tony, 37, and Anjelica, by Soma; Danny, by actress Zoë Sallis; Pablo, 52, and Allegra, 23, whom he adopted) worshiped him. Seeing him was harder. Though Huston moved to Ireland in 1953, later to Mexico in 1975, his real home was a series of movie sets.

In his own way Huston tried to compensate his children for his near-constant absence. He guided Anjelica to an Oscar in Prizzi's Honor, directed an adaptation of the James Joyce story The Dead (due in November) from a screenplay by Tony, and co-wrote and produced Mr. North for Danny. Sharing his work might not qualify as true fatherhood, but the Huston brood was delighted. "Somewhere along the line he's become more human, more accessible," said Anjelica recently.

The night he died, in a rented house close by the Mr. North set, Huston was wheezing badly, yet he never struck a note of surrender. Maricela Hernandez, his companion of the last 12 years, reported that he raised clenched fists in a prizefighter's gesture of victory. His family understood. John Huston had just finished his last job. And once again he had done it with style.