Glitter, doom, and elephants fucking: An oral history of Southland Tales

In 2005, director Richard Kelly was in a unique position inside the Hollywood ecosystem. Four years earlier, he had watched his debut feature, a bizarre blend of ’80s needle drops, teen angst, and high-concept science fiction called Donnie Darko, first bomb at the box office, and then miraculously un-bomb, gaining a second life through midnight screenings and DVDs. The film’s latent success had raised the profile of its lead, Jake Gyllenhaal, and turned its writer-director into something of a minor prophet. Hollywood had been wrong about Donnie Darko, and Richard Kelly had been right. What else could he possibly be right about?

Kelly seemed to be wondering that, too. Although he’d been co-writing the bounty hunter thriller Domino with Tony Scott, Kelly was still determined to chart his own path as a filmmaker. He’d already turned down a few offers to helm franchise films for major studios; he was still driven by the urge to direct something that was his, an expression of his constantly expanding interests. As it happened, Kelly was sitting on a self-penned script he thought might make for the ideal sophomore picture: A satirical tale that had begun life as a story about failed actors kidnapping a movie star, but which had been transformed by the director’s own post-9/11 anxieties into something much more expansive, biblical, and strange. It was called Southland Tales.

Fifteen years later—after the whirlwind, sometimes guerilla-style shoot; after the push for an ambitious transmedia launch that saw explanatory graphic-novel prequels shipped out to Cannes; after a reception at said festival that left Roger Ebert “deafened by the boos”; after the immortal line, “I’m a pimp. And pimps don’t commit suicide”—Kelly’s film still fascinates, and is still, to his mind, unfinished. Ahead of a new Blu-ray of the movie that’s being released this week (which includes, among other things, the first wide release of its infamous 160-minute Cannes cut), The A.V. Club talked to Kelly and a few others involved in the making of Southland Tales about its creation, its legacy, and—against all odds—its future.

“Making your sophomore film about a big animatronic mutant cow, that’s a bit of a risk.”

Richard Kelly: The very first draft of Southland Tales was written right after Sundance in 2001. We came back from Sundance really depressed, because we had no distribution deal for Donnie Darko. They were talking about just taking the movie away from me and cutting it down to 90 minutes, with none of the pop songs that we had in the film. We only had the festival clearances, and they wanted to replace it with cheap catalog knockoff stuff that cost like $1,000 per song. The people who financed the movie just did not understand it. They thought it was a lost cause. They were really pissed off.

So I went and I wrote two really aggressively comedic screenplays on spec. I wrote a script called Bessie, which has gotten kind of a lot of attention over the years, about a genetically engineered, upright-walking mutant cow. It was obviously a challenge to get made, because it involved a gigantic cow that could speak with limited vocal dialog. It had cognitive abilities, and it was this sort of mutant telepathic cow beast that had been engineered by this group of media technicians and scientists who come in to oversee the cows’ unveiling to the world. And then I wrote the first draft of Southland Tales, which did not have any science fiction in it.

The first draft was very much like an L.A. crime caper. It was centered on a group of rejected, failed actor-comedians, because I was hanging out with a lot of comedy actors at the time. So I wrote this script about a comedy troupe that ends up trying to extort money from a big movie star who’s researching to play a detective in a film. They’re going to stage a racially motivated cop killing in front of the actor and then try to extort him for money to get the tape back. That was the foundational plot device: the ride-along with the actor, the staged shooting with the squibs. And then an extortion attempt to try and get money out of this kind of crazed movie star, because these actors are very angry, and they’re just trying to do this as a way to lash out. And, of course, everything goes wrong. And it had this big dirigible at the end, which didn’t quite make sense—someone shoots a rocket launcher at the blimp and it explodes into this Hindenburg kind of disaster over downtown Los Angeles. And this tape of the state’s racially motivated shooting ends up getting released and causing civil unrest and a riot type situation as the Hindenburg explodes over downtown Los Angeles.

Priscilla Elliott, assistant art director: Did Richard tell you about the original ending? Basically what happened was, when [Dwayne Johnson’s character] Boxer goes onto the ship, he has his gun, and he’s going to shoot himself, and then he shoots into the air and hits the helium in the blimp. So the entire end of the movie is all in [Affects helium voice.] super-high voices.

I’m like, “Wait a minute. What if they’re actually the same person?”

Richard Kelly: After 9/11, that image felt much more weighted. “Oh, gosh, I’ve written this apocalyptic conclusion to my L.A. crime caper. It feels like if I’m going to have riots and the Hindenburg explosion with some kind of futuristic dirigible, I need to justify all of that. I need for it to have more socio-political weight behind the story, and I need to make this thing more ambitious. I need to lean further into the Philip K. Dick of it, the near-future of it all.”

I was still rewriting the script and trying to take it to the next level, with the religion and the science fiction and the politics and US-IDENT, all the things that were happening at the time as Bush was heading toward his second term and reelection. All the things that were happening in the world, with Iraq and the Patriot Act and everything in the Bush Doctrine that was building, and it just felt like I needed to lean into all of that.

And I felt like I had momentum, that this needed to be a much more meaningful film, and not just about a bunch of out-of-work comedians trying to shake down a movie star.

Priscilla Elliott: I think the word that we always used to joke about was “scope creep.” That’s Richard: scope creep. I always told him, if I was going to get a vanity plate for your car, that’d be what it was: SCP CRP.

Evolving from its crime caper roots, Kelly’s ideas for Southland Tales began to expand. Soon, the script incorporated a wide variety of ideas plucked from the ether of early 2000s political anxieties: An energy crisis being manipulated by a sinister “wizard baron” (Wallace Shawn) for his own dark ends. An American guerilla war waged, on one side, by family values-spouting conservatives with a sexual obsession for the surveillance state, and on the other by fractured leftist revolutionaries chopping off each other’s thumbs to steal a national election. And at the center of it all: a pair of twins, Roland and Ronald Taverner, played by Seann William Scott.

Richard Kelly: I think Seann was the first actor to get on board the film, to play the twins. I knew that the twins were somehow the key to the whole movie, and there needed to be a bigger twist to the twins at the end, a bigger payoff. I remember that the idea popped in my head during a conversation we had [about the script]. I’m like, “Wait a minute, what if they’re actually the same person?” And he was like, “What?!” “What if they’re the same person? That’s the twist.” And so, from there I had to reverse-engineer that twist into the story. And tie it back to Boxer Santaros. And then that kind of tied everything together, with the time rift in the energy system of this alternative fuel system, and the whole thing started to kind of make sense in my mind, this big, sprawling, interconnected story, that tied in religion and politics, and Orwellian surveillance and the impending election of 2008. It all started to sort of make sense as this big grand systemic narrative in my mind. Once I solved the mystery of the twins, everything fell into place. And I just kept building in layers of the story. I figured, “Let’s just swing for the fences.” And it just kept getting bigger and bigger.

Eventually, the momentum of the project built to where we got it to Dwayne Johnson, and that was the trigger to our greenlight.

In 2005, Dwayne Johnson was still simply, in most people’s minds, “The Rock.” Although he’d starred in 2002’s The Scorpion King, his most recent film, Doom, had been panned by critics, and he was still years away from attaining his now-secure “planet’s biggest action star” status.

Richard Kelly: It was the most amazing meeting of my life. I’ll never forget it. I meet Dwayne at the Firehouse Cafe. He’d just worked out at Gold’s Gym, and he ordered, I think, about five scrambled eggs, a steak, and a gigantic bowl of broccoli. He started eating this enormous meal, and I had my whole visual presentation there to show him.

I had all the visual design concept art, I had designs for the MegaZeppelin that had been commissioned by the great concept artist Ron Cobb, who worked on so many great science fiction works. So I had all those schematics. So here I am sitting across from Dwayne Johnson and I’m showing him my MegaZeppelin blueprint. And pitching him my vision for the movie. And he didn’t bat an eyelash. He said yes, right away. He was like, “This sounds awesome. I love it.”

And I could tell right away he was a very good listener, and he was really excited and eager to push the envelope and do something really new and something he had never done before. I felt like I had just caught lightning in a bottle, just getting to sit across from him in that restaurant. “This is the biggest movie star in the world.” It was the one thing that was crystal clear in my head, sitting across from him, watching him devour an entire bowl of broccoli.

Johnson’s character, Boxer Santaros, serves as a riff on actors like Arnold Schwarzenegger, a major action star with heavy ties to establishment Republican politics. Waking up without his memory in the film’s opening moments, he spends the movie unsteadily unraveling its mysteries, manipulated by those around him, and drifting between two personalities: The childlike, amnesiac Boxer, and the fictional hardass Jericho Cane.

Richard Kelly: So the instructions were: When Boxer emerges, he’s very childlike and vulnerable, almost like a little boy lost, and then for the Jericho side of his personality, we looked at Ralph Meeker in Kiss Me Deadly. Which all stemmed from a meeting that I had with Benicio del Toro, maybe six months before I met with Dwayne. I was still working on the script, and Rick Yorn [the high-profile Hollywood manager whose clients include Martin Scorsese, Leonardo DiCaprio, and, notably, Justin Timberlake] had set up a meeting with Benicio del Toro, and he thought the project was really wild. Ultimately, I didn’t think he was going to commit to the role, but it was cool getting to meet with him. And we went to dinner and we talked about it and he walked me over to a video store. It might have been Vidiots; it was one of those video stores that has every movie—you know, when those used to exist. And he brought me over and said, “I want you to rent Kiss Me Deadly and watch it, you’ve got to watch Ralph Meeker. This guy is like Ralph Meeker. That’s the universe that your movie exists in, the Kiss Me Deadly universe.”

So having Dwayne study Kiss Me Deadly, and then licensing clips from Kiss Me Deadly—like literally putting it in the movie. And I really went aggressive in paying homage and tribute to that film. Vaughn Smallhouse and Fortunio Balducci and Dr. Soberin Exx—all those character names are very referential to characters in Kiss Me Deadly, or actors who appeared in Kiss Me Deadly. I was leaning hard into that.

Dwayne is very good at taking direction. You can give him really complex, intricate direction. And he’ll go and he’ll study it and execute it flawlessly. He’s so in command of his entire body, and all of that training from working in pro-wrestling, and delivering those huge monologues, and doing very precise acrobatics and hitting all those marks. It’s this incredible preparation for being an actor. He has all these abilities to do these really intricate things with his face, he can move the muscles in his face by just a few millimeters, almost the way Jim Carrey can do things. Dwayne has so many different kinds of movie stars inside of him.

One notable element of the Southland Tales cast was the large number of Saturday Night Live performers who appear in the film: Cheri Oteri, Nora Dunn, Amy Poehler, Jon Lovitz, and Janeane Garofalo all show up (sometimes briefly), usually as members of the “neo-Marxist” revolutionaries.

Richard Kelly: In the casting of this movie, pretty much everyone that I worked with, with a few exceptions, has a background in either stand up-comedy, live performance, professional wrestling, sketch comedy, pop music. They have this other performance life.

I was like, “Give me more, I want more SNL people. I wasn’t worried about overloading the cast. If anything, I felt honored that I was getting to work with so many of them. Saturday Night Live is known for being a very political show, in the sense that they lean hard into political sketches. There’s always an exploration of the political winds and which way they’re blowing. I was trying to do that on Southland Tales. It just felt like there was this kinship, and it just felt like these were some of my favorite people. It was just a blast to get to work with all of them, because they’re used to taking risks and doing wild, unhinged stuff in sketch comedy, and that’s what I needed.

It was so much fun getting to show up with this roundtable of incredible comedy heroes coming in. “Oh, today it’s the Jon Lovitz day.” And I think we asked him to dye his hair blond. I think he was nervous about doing that, but he went for it.

We spoke to Cloris Leachman’s management, and they were like, “Well, Cloris doesn’t work for scale.”

“‘Richard, how are you going to show the nuclear attack?’ ‘Well, we’ll do it as a Fourth of July barbecue.’”

In an effort to cut costs (and save time on the film’s highly truncated shooting schedule), Kelly and a small team began assembling footage well ahead of principal photography—including the nuclear attack on U.S. soil that kicks off the movie’s plot.

Richard Kelly: We had already shot some of the footage of the Ironman competition in Hermosa Beach and Manhattan Beach, all the beach stuff where you have all the people chugging beer and vomiting on each other. You see the actor who ends up assassinating Miranda Richardson’s character at the end of the film, the guy with the mohawk. We cast him based on his performance at the Hermosa Beach Ironman, where he’s actually projectile vomiting in a mosh pit all over a bunch of other people. We tracked him down and cast him in the film based on that, because when I saw that footage, I’m like, okay, [Richardson’s character] Nana Mae Frost needs to witness that footage of projectile vomiting, it needs to make her physically sick, and that foreshadowing, that’s the man who’s going to come in and assassinate her.

And then I had this idea of doing the prologue in Abilene, Texas, knowing that we have these two nuclear attacks that happened mysteriously in Texas that are sort of the catalyst for the alternate universe. We need to see the nuclear attack happen so that the audience can be rattled by it and be emotionally traumatized by it at the beginning of the film, so they’ll take the plunge into this bizarre alternate future. And [the producers are] like, “Well, Richard, how are you going to show the nuclear attack?” “We’ll do it as a Fourth of July barbecue.” But we were still closing the financing, and they’re like, “We can’t fly second unit and shoot 35 millimeter, that’s going to cost hundreds of thousands of dollars.”

So I paid for it myself. We rented two Sony HD cameras. We flew to Abilene. There’s like three of us. My aunt and uncle live in Abilene. My cousin, Dee Austin Robertson, was helping me with a lot of the second unit surveillance video footage in the film. Then we threw a fake Fourth of July party at my uncle’s house, and it was, I think, May of 2005. And we told everyone: We sent out fliers to the local [paper] and to the whole neighborhood, and said, “We’re going to host a fake Fourth of July barbecue for a major motion picture. All you have to do is come sign a release. We’ll have burgers and hot dog and games and squirt guns.”

We had already recorded “Teen Horniness Is Not A Crime.”

My trick of how to make it authentic looking is [that] we brought [child actors] in early that morning, and we taught them how to operate the Sony cameras. “Here’s how you do the autofocus, here’s how you record.” During the three hours of the barbecue, we sent the kids out to capture footage. We just told them to go out and just goof around and put the camera in people’s faces and ask people questions and do whatever you want with it. Then we kind of gave them notes, and they kept going out and coming back. Everyone at the barbecue really wasn’t aware that that was part of the core shooting of the film. They just thought it was two kids goofing around. So we kept getting all this footage and it was working. It felt authentic. It started to have an emotional quality to it.

At the very end, we staged the nuclear bombs, and we had everyone run out to the street. That only took maybe a few minutes to do, and that was it.

Sarah Michelle Gellar stars in the film as Krysta Kapowski/Krysta Now, an adult film star attempting to break into mainstream media who manipulates the amnesiac Boxer for her own ends. She may also, it’s revealed in the film’s accompanying graphic novels, be genuinely psychic.

Richard Kelly: The next thing that we shot, and this was like a week before photography, was the Krysta Now talk show with Sarah [Michelle Gellar] and the three other actresses: Abbey McBride, Jill Ritchie, Gianna Luchini.

Marguerite Derricks, choreographer: The one thing that I really remember is Sarah Michelle Gellar was probably one of the most committed actresses I’ve ever worked with. She put so much time into rehearsal; she just wanted to be perfect. I’ve never seen an actor with that kind of work ethic, ever.

Richard Kelly: We went to Malibu, which was, I think, where they shot Planet Of The Apes with that big rock. We set up the set with these ridiculous couches and the outfits and the costumes, and we shot like two or three hours of this talk show. Some of it was scripted, and then I left lots of room for improv, because this is a big improv movie. I always left room for as much improv as I could, because even the not-famous actors that are in the movie, it was a lot of sketch comedy friends that I had. So I tried to make room for real up-and-coming, sketch comedy Groundlings people who weren’t famous. Jill had been in movies and TV before, but with Abby and Gianna, they had just been Groundlings. It was a lot of improv and just letting them run with stuff, and then we shot the music video at the end with them dancing on the beach. We had already recorded “Teen Horniness Is Not A Crime.”

Then the next day we went and shot Cheri Oteri’s big comedy show on Main Street, Santa Monica, which you only see a little bit of in the theatrical cut of the movie.

Todd Berger, “Bing Zinneman”: I was in college at the University of Texas in Austin, and one of my friends/classmates was this guy named Dee Austin Robertson. So whenever they shot Donnie Darko, Dee went off to Hollywood for the summer to help work on his cousin’s movie as a PA. He came back senior year and was telling us all these stories about how he worked on his cousin’s weird little movie. And then Donnie Darko comes out and everybody’s like, “Oh, my god!”

“Richard, did you not tell Todd he’s in the movie?” And Richard’s like, “Oh, right! Todd, you’re in the movie.”

So a couple of years later, I had moved out to Los Angeles, and Dee was living in Los Angeles, and they were putting together the director’s cut DVD of Donnie Darko. And Richard went to Dee and said—because Dee was a filmmaker—“Hey, we’re just looking for stuff to put on the DVD,” as extras, because this was still the boom time of DVDs and bonus features. “Do you have any ideas or stuff that we could do?” Dee had this idea of a documentary about the No. 1 Donnie Darko fan. So they cast me to be Daryl Donaldson, the No. 1 Donnie Darko fan. And for years, people saw this and thought it was real. Like I’d be at the Arclight movie theater, and someone would walk up to me: “Excuse me, are you Daryl Donaldson, No. 1 Donnie Darko fan?” And I’d be like, “Oh, that’s fake.” And you could just see them be crushed.

That’s how I met Richard. Then they started working on Southland Tales, and I got a call one day that they’re shooting—Dee was helping him shoot all of the pre-roll. And they were shooting this kind of rally with Cheri Oteri’s character. So Richard was like, “Hey, Todd, do you want to come and be the guy who gets brought up on stage and have your thumb cut off?” And I was like, “Yeah, sure.”

So they were shooting at this venue [O’Brien’s Irish Pub & Restaurant] in Venice or Santa Monica. I show up and they put me in wardrobe and Cheri Oteri gets up on the stage and she gives this big political speech. Then she brings up the volunteer to have his thumb cut off. And I come up on stage and they have a prosthetic thumb for me. And she uses like garden shears, and she cuts my thumb off, and then blood sprays everywhere. It was super gross and super fun. And everyone had a great time.

Richard Kelly: I don’t think we even had to rent out the bar, because we knew the owners. We were just like, “We’re just going to shoot our comedy club show for this movie and we’re going to have cameras there.” And I think we signed releases and stuff, but we had Cheri Oteri and a lot of the Groundling actors there, and we shot a neo-Marxist comedy show where everyone had the Digits For Democracy shirts and the posters. And there was Cheri Oteri in hair and makeup [as] Zora Carmichaels, doing her whole Sam Kinison riff with the screaming. It was the best time.

Todd Berger: Afterwards, we’re hanging out at the bar, and the AD comes over to me. And he says, “Hey, what size shoe do you wear? What size skates do you wear?” “Like a 13, why?” “Well, for the rollerblades.” “What do you mean?” “You know you’re in the movie, right? Your character is in the movie.”

And I was like, “No, I didn’t know that.” And then he’s like, “Yeah, you’re in like four scenes and then Cheri Oteri’s going to murder you by running you over with her car while you’re on off-road rollerblades.” And I’m like, “Oh!” And the AD looks to Richard across the room, and he’s like, “Richard, did you not tell Todd he’s in the movie?” And Richard’s like, “Oh, right! Todd, you’re in the movie. You’re Bing Zinneman.” And I was like, “Oh, okay!” So at that point, I was in the movie apparently, which is a surprise to me.

Richard Kelly: And this is literally one week before principal photography was set to begin. The actors were like, “We’ve never really quite done this before, this feels a bit rogue. Like, do you have permits to do this?” “Yeah, we have permits. The bar is okay with it, you know.” But it helped ease everyone into the ambition of the movie. [For Sarah,] doing the talk show just before, it let her work out the comedy chemistry with the other actresses. It kind of let everyone sort of warm up into the movie. It was me finding the movie.

“We were doing a lot of really dangerous stuff.”

Once all the pre-roll was shot, production began. Kelly and his crew had 24 days, and $17.8 million, to shoot a star-studded, effects-heavy science fiction satire, much of it in public locations.

I had a really great first AD named Mark Cotone, one of the best in the business. He’s done dozens of movies, huge blockbuster movies—he did Mulholland Drive for David Lynch. So he’s done it. And he helped me deliver this movie. I can give you a list of some of the great below-the-line crew people who made this movie happen, and Mark Cotone is one of the big reasons why.Richard Kelly: Everyone who works with a good first AD tries to shoot in chronology. You do your best, but it never works out that way unless you are a very, very powerful filmmaker who gets all the money that you need. But most people have to break up chronology, because filming a movie is not conducive to narrative chronology. You have to jump from location to location, and this is a movie with a lot of big, complicated, expensive locations, very public locations. We were putting SWAT vehicles on the Venice boardwalk. We had one hour to get those SWAT vehicles on and off some of the most expensive, high-security real estate in all of Los Angeles. We were shutting down the Santa Monica Pier, sections of it, for hours at a time. We were firing off massive weapons in Hermosa Beach, where a lot of very wealthy people live. We were doing a lot of really dangerous stuff. Our schedule had to be what it was.

We had the most insane shooting days. And every stunt that you see in the movie, whether it’s a squib, whether it’s an ice cream truck flipping over, or an ATM being ripped out of a wall, practical stunts and effects stunts: Every single one of those that you see in the movie, we had literally one take to get it right. There was no breathing room to do it a second time.

Priscilla Elliott: We were doing the scene where they steal the ATM, and at the same time the blimp is going to get shot out of the sky. We built this hobo camp and did all sorts of crazy shit, like we were fashioning meat skewers to look like rats so that they could have props that they’re cooking in the fire. And they were working on getting the pyrotechnics and everything to work for the gag. And we’re out there getting the fires set up in the homeless camps. And then, right then, some kind of huge rocket from Palm Desert or some military base went up. And it was high enough that it was catching the sunlight, even though it was dark out. And it looked like a giant blimp on fire. Another moment where you’re like, “Is this real? What’s happening?”

Richard Kelly: We didn’t have a backup plan. That’s how much we were stretching every dollar and every hour that we were on set. Mark had to help me organize all that. There were a couple of second unit shots where I literally just could not be in two places at one time. When they flip the ice cream truck with the airburst, we had to shoot that in two pieces. When they shot that, I was three blocks away, shooting the ATM being ripped out of the wall. I literally could not be there to witness the flipping of the truck. I approved the shot beforehand, and the camera, it was all designed and everything, but I literally wasn’t standing there when the ice cream truck flipped, because we could only do it once. There was constant stress like that, like, “Oh, god, is the ice cream truck going to work? Is it going to work? Is it going to work?” And then someone called over the radio, “We got it. We got it.” And everyone’s applauding.

Okay, now we have to rip an ATM machine out of a wall.

“So for a minute, in my soul, I really was like, ‘Oh, my god, the Southland is real.’”

Much of the connective tissue of Southland Tales is narrated by Pilot Abilene, an Iraq War veteran (and former Hollywood star) wounded in a friendly fire incident by his best friend, Roland Taverner. Abilene was played by pop music superstar Justin Timberlake, in one of his first starring film roles. He factors into one of Southland Tales’ most notorious sequences, a psychedelic musical number where Abilene ambles around an arcade lip-syncing to The Killers’ “All These Things That I’ve Done,” accompanied by a chorus line of women in platinum wigs and vinyl nurses’ uniforms.

Richard Kelly: We had one day with Justin: One very, very, very long day, and I kept adding stuff with him, because he was so essential to the movie, and then we brought him back to do voiceover. I made him the narrator because The Killers sequence, I always knew, was the core of the whole movie. He breaks the fourth wall, and right then I realized, “He has to be the narrator, because otherwise it doesn’t justify him looking straight into the lens. He’s our doomsday narrator.” So the second I realized the musical number was working, my gut was—I had already made that decision, but I hadn’t asked Justin yet. “Justin, I need you to narrate this movie. Can I bring you back to record some voiceover?” And he’s like, [Affects Justin Timberlake voice.] “Yeah, sure man, sure!”

Marguerite Derricks: When I got the original script, it was almost like a musical. There were more numbers in there. I think that probably, because of budget, things may have gotten cut out.

I remember us discussing it being like a nod to the classic MGM musicals that we were doing, because there was a classic look about the girls [in the “All These Things That I’ve Done” sequence] all having that kind of Busby Berkeley look where they all had the same wigs and they all looked alike. And the way we were shooting it, I put a modern edge on the ending when they’re all dancing around Justin—a little bit more of an aggressive edge of the choreography as it’s starting to kind of wind down.

Richard Kelly: And before we wrapped that night, it was literally a 16- to 18-hour night at the Santa Monica Pier.

Priscilla Elliott: We only had the pier for 24 hours. So all that stuff with Timberlake was shot that day. All the military stuff was shot that day, under the pier. So we were up for, I don’t know, at some point it was past 50 hours? And I was going a little loopy, and we didn’t have enough money to shut down the pier. All these tourists were walking by, like real people, and all the dancing nurses were coming in. And I was going back to the car. I was going to maybe take a nap, and these German tourists suddenly parted ways in front of me. And these 6-foot, 6-inch Marilyn Monroes walked towards me, and I didn’t know what they were going to be wearing. So for a minute, in my soul, I really was like, “Oh, my god, the Southland is real.”

Marguerite Derricks: We went to the arcade for Justin’s number, and I saw where we would be shooting. I was able to map out the choreography and the style from reading the script and hearing Richard talk about Justin’s character, what he was going through, what this kind of music-video-like number was that we were doing. And then it was up to me to come up with the movement. And Richard, really, god, he was so supportive of everything I did. I don’t think I ever put something together that he didn’t like, or wanted any kind of changes. We had such a great vibe together with our work. He just really loved what I did.

As a filmmaker, if he was feeling that pressure, man, he never showed it. He’s a very chill, cool leader. I never would have felt that he was feeling any of that pressure. So kudos to him.

Richard Kelly: I asked [Justin] to be the narrator once we finished shooting the musical number. We could all tell, by the end of shooting the musical number, that it was going to work. Everyone was coming up to me, like, “Okay, Richard, we thought you were crazy, that this was a waste of time.” But everyone, even the biggest doubter of that musical number, was like, “We get it, you have to get this song, this is definitely working. This is definitely working.” Everyone was on board. And then we have like one hour left with Justin.

Well, who are the pimps, you know? Is America the pimp nation?

I think I brought him over to our sound recordist somewhere on the pier, and I just had him start reading off voiceover into a boom mic. A lot of these decisions were being made on the fly, because had the musical number not worked, he would not have broken the fourth wall visually, therefore the narrator could have been someone else. But had that musical number not worked, the whole ending of the movie would not have worked, with “Pimps don’t commit suicide,” the connection between Roland and Pilot back in Iraq, none of that would have tied all together. So literally, the whole movie was hinging on this one musical number in my mind.

And we didn’t have the rights to the song. It was really crazy, but it was just like a leap of faith, you know? And you can’t take too many leaps of faith on a movie, because you’ll end up face down on the pavement. But you can take a couple. I think you can afford a couple if you have a vision. And if it’s a safe leap.

One of the film’s most repeated lines is “Pimps don’t commit suicide,” which is spoken by Boxer Santaros/Jericho Cane in reference to the film’s complicated body-double plot, and then becomes the final piece of Timberlake’s narration as the time-split Roland/Ronald Taverner clasp hands, initiating—possibly—the end of the world.

Richard Kelly: Well, it’s a very loaded phrase. Once Dwayne delivered it—and he delivered it the way only Dwayne can deliver a line, because he can milk a line for every syllable—I realized, okay, that’s got to be the last line of the movie, because it has multiple meanings. You know, not only is it a reference to Boxer not killing himself in the desert, but there’s also the greater meaning at the end of the movie with Roland and Ronald not committing suicide and denying the world the resurrection and the magical handshake that saved the world. It gives the human race, potentially, a lifeline of some kind at the end. And then I thought about how we’re telling the story about Iraqi war veterans and PTSD, and how that’s interlaced into the story and thinking about veteran suicides and that horrible reality that we face, that our veterans face.

The term became very loaded with meaning and interpretation, and it just continued to resonate in my mind. “Well, who are the pimps, you know? Is America the pimp nation? Is America flirting with suicide? Is the American dream flirting with self-destruction?” You can read so much into it. It’s a silly line of dialogue on one level. But I guess the more you think about it, I guess it resonates. There’s a lot of really silly, nonsensical dialogue in the movie that kind of resonates. The line about, “Scientists are saying the future will be far more futuristic than originally predicted.” The way Sarah delivers that line, it’s for laughs, and it’s ridiculous, but it kind of encapsulates the whole movie. We were doing a false 2008. And here we are in 2020.

Operating on a shoestring budget and with minimal shooting time, Kelly and his crew were often forced to get creative when sourcing the movie’s props.

Priscilla Elliott: The first thing we did was set up all the research and the vision boards, finding references of all the tattoos, and what the different mechanisms might work and look like in the tanks. That was one of the areas where the Hustler tank was born. “We have to do advertising. Let’s put Hustler on the tank.” I did the [decal for the] Hustler tank, and then I got to ride around on the beach on the tank all morning. That was probably the happiest moment of my film life. It was so great. You know, the sun is coming up and you’re driving on this huge tank. I’m standing on the top with Hustler on the side. It’s one of my favorite moments in the film.

Todd Berger: At the time I was really into bocce ball. I decided to have a midnight bocce ball tournament, and I got these glow-in-the-dark, light-up bocce balls that you would put batteries in, and they would just blink. Richard came over to the bocce ball tournament, and he was obsessed with the glowing bocce balls, and he ended up borrowing them and he put them in the movie. Those little glowing orbs, like the one that The Rock finds on the zeppelin at the end—that was just from my bocce ball set.

Priscilla Elliott: We rented [the giant toilet in the neo-Marxist hideout]; it was from a music video. Basically we didn’t have money to fabricate things from scratch. What we were doing was hodge-podging and figuring out what we could find.

Richard Kelly: That prosthetic Dwayne Johnson body was a gift from an earlier production, so I’m guessing that it still exists. You’d have to ask Louis Lazzara, who is Dwayne’s wonderful longtime makeup artist, who is very essential to this movie. He also worked on The Box, my third film. He’s been Dwayne’s makeup artist for years, on many movies, and he did all the tattoos, he did all the old age makeup on Kevin [Smith] and Beth Grant. The prosthetic makeup on Amy Poehler and Wood Harris, he did the scarring on Justin Timberlake and Seann, the bloody eye at the end—Lou is a very gifted makeup artist.

And when we were figuring out how to do the doppelgänger body and how to pull it off, I think Lou made some phone calls. He’s like, “You know what? We’ve got a charred mold of Dwayne that we made.” It’s a partial mold of his body—it might have been [from] Scorpion King. But [Lou’s] like, “I can get that mold for you guys. I might have it at my house. I’ll bring it in.”

“I think those are the same kinds of people who were like, ‘Can you cut the cars fucking?’”

One of Southland Tales’ most memorable moments remains a car commercial for a fictional, alternative fuel source SUV, the Treer Saltair.

Richard Kelly: Believe it or not, it was a crazy idea that I had when I was working with Tony Scott on Domino. He used to produce with his company, RSA, these BMW commercials that were like short films, and they would bring in big directors to direct them. And I pitched the idea of two BMWs having sexual intercourse. And they were very amused by it, but it was clearly too bonkers and too out there for a BMW commercial. And I just thought, this ties into [Wallace Shawn’s character] Baron von Westphalen, and the clean energy, and the idea of his fleet of vehicles. It can be a provocative moment in the movie. We had the the SUV designed by Ron Cobb. To build one of those would have been way out of our budget, but we knew we wanted to at least try and build one with CGI. I mean, we couldn’t even afford to show the SUV going through the time rift at the end, with the flashback of what happens in the desert. But to build an SUV with CGI wasn’t crazy. So then I talk to my visual effects team: “Can you have [the cars] have sex in this commercial?” And we were all on the same wavelength, just trying to make this really bold statement, in light of everything that was happening in the world in 2005. I think the visual effects team was like, “We’re going to do it. We’re just going to go for it.”

Maybe there was someone at some point who wanted to cut it out, but anyone who wanted to cut that out of the movie was probably someone at some point who was like, “Can you cut the Justin Timberlake dance number?” I think those are the same kinds of people who were like, “Can you cut the cars fucking?” You know, like clearly someone who just has no business ever watching this movie, should just stay a thousand feet away from this movie for the rest of their life. Just don’t come near this movie. It’s not for you, you know.

Priscilla Elliott: I know the studio really didn’t want the car. I know a lot of people were really offended by the car. Which I love.

Richard Kelly: I don’t think anyone could have ever won an argument to cut it out, because someone spent all that time to render that. And, you know, we made it look at least that good. You’re just taking money and flushing it down the toilet if you’re not leaving it inside the movie. I think they just went for it. “We’re going to make this an NC-17-rated car commercial.”

It was pretty graphic.

In addition to the film itself, Kelly also pushed forward on plans to create three graphic novels to serve as a prequel to the movie. Illustrated by Brett Weldele, published by Bob Chapman, and partially funded by Kevin Smith (who also appeared in the film), they were meant to cover early parts of the movie’s chronology, which Kelly considered the first three chapters of Southland Tales.

Richard Kelly: A lot of people were like, “Richard, this is too much. People are going to need that information, they’re going to need to know what happens in those books.” And like, well, hopefully they’ll be able to still follow chapters four through six. And then it’ll be like a transmedia project, you know, and nobody was really doing that back then.

Todd Berger: Have you read the graphic-novel prequels? Because my character is in one of them, I have now been portrayed in a graphic novel. Anything else I do in my life, it doesn’t matter now, because I’ve been in a comic book.

Richard Kelly: It really means that I should just work in television for the rest of my career.

“Oh no. Oh no! Oh, no…”

Armed with graphic novels, bootleg soundtracks, and a film that was only partially completed—several key effects shots for its explosive climax were missing—Kelly took a long shot at submitting a 160-minute cut of Southland Tales to the Cannes Film Festival. To his surprise, it was accepted.

Richard Kelly: When we took the film to Cannes in May of 2006, I had finished the first graphic novel and it was published, bound, and ready for distribution. The second and third graphic novels were still in the finishing stages—they were partially written, but they were not finished. But at least we had one graphic novel ready for the Cannes Film Festival.

We brought like 60 copies of the graphic novel to the south of France. Producers were like, “Okay, the first few nights at Cannes, at the parties, start handing out the books to journalists and film critics, give them copies of the book so they can start to see what we’re trying to do.” And they tried! We had a CD of all the songs in the movie, like a bootleg soundtrack. We handed those out to Cannes, we handed out copies of the graphic novel. And I think everyone just sort of looked at the graphic novel like, “What is this?”

I think people just sort of shrugged, you know. And it became clear after the reception at Cannes that people were so confused, and that they saw that the movie was three chapters, but they were chapters four and five and six. They were like, “What is this, like a Star Wars thing? Are you trying to start at episode four?” And maybe there was a tiny bit of a joke about Star Wars or something, but it’s like, no, there’s really a whole prequel, a transmedia graphic novel prequel. And they’re like, “Okay, how the hell do you expect anyone to know that or to read these books?” Well, we’re going to try to publish them before the movie comes out.

And they’re like, “Okay, well… No one’s going to see this movie.”

Todd Berger: I remember being so excited. I thought about how much would it be for me to get a flight to France and go? I was so excited for those guys. And I remember being up in the middle of the night, refreshing websites to see the reviews start coming in. And then, very quickly, it was like, “Oh no. Oh no! Oh, no…”

And it didn’t seem like it was going well.

The reaction to Southland Tales has become part of Cannes lore. In Roger Ebert’s review of Southland Tales from 2007, the critic remembered being “dazed, confused, bewildered, bored, affronted, and deafened by the boos” during the premiere. Speaking to IndieWire in 2019, Johnson recalled “I took it in the gut.” As Kelly later said, “We were just walking into a shredder.

After the Cannes premiere, Kelly worked to finish, re-edit, and significantly shorten the film—including the addition of a lengthy exposition sequence dubbed the “Doomsday Scenario Interface,” which included much of the information, and several actual panels, from the graphic novels.

Richard Kelly: We had Sony, which was going to give us a tiny theatrical release as, like, a token of appreciation for our efforts. So the [Doomsday Scenario Interface] was really just, let’s try and cobble together some of the essential elements of these three graphic novels that are very essential to the story in my mind. The first three chapters are just as essential as the latter chapters, four through six. And I was like, “Okay, let’s just try to justify the existence of these books and give the audience a tease of it in this little animated prologue.” And we had no money. No one wanted to pay for this, because we were scraping together whatever dollars we could get out of Sony to fix some of the MegaZeppelin stuff at the end, and just make the ending look at least presentable, at a base level.

So we found two art students at Chapman University, where they had this wonderful art school. We put up fliers and we put out through the art department, “Any art students who know Adobe AfterEffects: Can you please help us with our visual effects in this movie? It was in the Cannes Film Festival, starring Dwayne Johnson and all these actors. We have no money and we need art students to come in and work for free.” So we found these two wonderful art students. One was named Chris Bayol, and then another art student named Shane Paugh.

[Paugh (now credited as Shane Strickman) is a visual effects producer for HBO’s Euphoria, while Bayol is deputy head of CG for media studio The Mill.—Ed.]

I remember I had to get on the phone with this guy and play hardball negotiating that clip of the elephants fucking. And I was so exhausted.

Our visual effects dollars were so stretched thin on more elaborate stuff that we could barely pull off. I needed Shane and Chris to help me with the graphics. So Chris worked on the Doomsday Scenario Interface, which is that 90-second animated sequence that you see after Abilene. I worked with him burning the midnight oil, driving down to Chapman, sitting in the computer lab at the university, working on this animated sequence with him. And then Shane was working on some of the news screens, because we had shot a lot of the KTLA news footage. That was another little splinter photography thing, with the real news anchors of KTLA in Los Angeles doing their alternate history 2008 news stuff about the MegaZeppelin and US-IDENT.

Because we here at The A.V. Club are serious journalists, we felt moved to ask Kelly about one particular bit of stock footage included in the Doomsday Scenario Interface sequence.

Richard Kelly: I think that was me. I think that was one of the last pieces of clearance footage that came in. I remember I had someone looking online. “Is there any footage of elephants mating?” And they found this piece. I think the person who owned the clip was in India, and he was making some ridiculous demand of money for the clip. We had a few hundred dollars or something, and I remember I had to get on the phone with this guy and play hardball negotiating that clip of the elephants fucking, and I was so, like, exhausted, because we were trying to deliver the movie. This is well into 2007, and everyone was just, “We’re throwing good money after bad here. Why are we spending more visual effects money on this fucking movie?”

So I was just begging. I remember I was on the phone with the gentleman from India with the elephant-fucking footage. “Sir, can we please just have this footage for like $100?” And finally, I just talked him into it. He was really hoping to get paid for this. I think I wore him down. That was the last piece of footage that got rendered, I think. This is well into 2007, where I’m in preproduction on The Box. I’m getting ready to go to Boston to shoot my big Warner Bros. movie that’s hopefully going to salvage my career.

Priscilla Elliott: I think the idea was to do something that was going to be commercial, was going to save his career on some level. He was very much starting from something that was very simple, constrained. And then the Richard snuck through anyway.

What is Southland Tales about?

Todd Berger: I think it’s about a future in which government surveillance and pop culture saturation start melding into one. And the lines between the two are hard to interpret.

Priscilla Elliott: To me, it’s sort of the farcical nature of our culture that has taken over the most serious aspects of our lives. Which then leads us to some deep form of existential dread.

Marguerite Derricks: The end of the world. It’s about the end of the world, like the apocalypse, right? It’s so funny, when I looked today on YouTube, watching the dance numbers, there’s a video saying that they’re going to describe what the movie’s about. I’m like, “Oh, my god, I’ve got to go back and watch that.”

What does Richard say it’s about?

Richard Kelly: In my mind, it’s a satirical response to the Bush era and 9/11 and the War On Terror. The movie was a big statement in response to the anxiety that stemmed, and that continues to stem, from 9/11.

It’s difficult for me to just end it on that one statement. For me as an artist, my very first film was made just before [9/11], and then it was released in the shadow of 9/11. So it is sort of like my career was just getting off the ground as a filmmaker in 2001, and going to Sundance with my first film, and then seeing the world just so drastically shift. Whatever trauma that the whole world was feeling in the shadow of that event, as we were all being rattled to the core by this terrorist attack, it just felt like all my work, from that point on, was trying to have this emotional release of energy in response to that event.

And Southland Tales was born out of that—and I’m still trying to answer your question, like in one statement of what it’s all about. And I don’t know if I’m ever going to be able to answer that question. But I kind of come back to 9/11.

Priscilla Elliott: Part of its wonderful strangeness is the wonder and the dread—the glitter and the doom, we used to say. He’s spooky, Richard. He both absorbs content, and is interested in things, and then also has a very strong personal vision. I felt very lucky to be a part of it, and I believed in it, and I still do. And I believe that cinema should be trying to approach things that matter, and not just be a superhero movie.

Marguerite Derricks: He’s just way ahead of his time. Kind of a genius. I’ve always loved him.

Todd Berger: I run into people who either say it’s the worst piece of shit they’ve ever seen, or they’re like, “Dude, it’s one of my favorite movies.” And there doesn’t seem to be a lot of in-between. And isn’t that the mark of a true work of art? You don’t want people going like, “It’s fine. Yeah, I thought that was okay.”

Priscilla Elliott: I mean, I know it’s kind of a mess, and I also… don’t really care?

Richard Kelly: You make every one of these movies almost like it’s going to be the last thing you ever do.

It was my big Los Angeles film. And obviously, in a lot of ways, it was my big Philip K. Dick film. I grew up reading all of his books. A lot of his books were set in Southern California, and involved alternate realities and time travel and hallucinogenic future drugs and Orwellian government. Institutions and surveillance and all of these ideas, so very much in the world of Philip K. Dick. And in the shadow of 9/11, it just felt like I needed to swing for the fences, and try to address all of the things that were happening in the world.

In 2020, Kelly began talking about his plans to reinvent the Southland Tales’ prequel chapters as a second film, that would serve as a companion piece to the original.

Richard Kelly: [The Doomsday Scenario Interface] gives you just a tease of what I actually really want to do with the prequel film, with the first three chapters. The first three chapters have two elements to them. One is the 2008 stuff, in the three days that lead up to Boxer, Krysta, the Taverner twins—a lot of the characters are out in Lake Mead in Las Vegas, and then they all come to L.A. So the story really starts in Nevada. So in the prequel, you see all of that, all the characters, all that stuff, drama unfolding over those three days in animation—it’s literally the characters animated—and then it takes Boxer all the way to the point where, on the early morning of July 3rd, he wakes up on the beach.

It gives you a tease of what the big prequel film could look like on a much, much more lavish scale, with real major animation and the actors performing, whether it’s just performing the voices, or performing motion capture animation techniques that are now significantly more advanced with today’s technology. And then there’s Boxer’s screenplay within the script, The Power, which I think has evolved in a very exciting way, where that really is a glimpse further into the future, into the year 2020.

But those first three chapters are very real parts of the story. And in all the years since, they’ve become even more essential, because the graphic novels were our blueprint. I think what I’ve come up with for the prequel film, if it does happen, is a significant improvement from the graphic novels. It’s evolved. It’s become something more exciting and more sophisticated and more cinematic. As crazy and maybe as foolish as I was to try and do this transmedia story, to try to do a six-chapter story at the time, I am grateful that we got those books published. Because in my mind, it just feels like it’s a six-chapter story. It will always feel incomplete to me without us trying to complete all six chapters.

Epilogue: The Memory Gospel

Richard Kelly: I’ve written a new script, and I think it’s really exciting. And I think it’s it’s very cinematic, and it brings a whole new dimension to the movie. I think it will make people look at the existing movie in a completely new light. In a lot of ways, it adds a whole lot. It’s the bigger, completed version of Southland Tales that I’ve been working to try and complete. And we’ll see what happens. I hope it happens. You know, I’ll dedicate the rest of my life trying to make it happen. I will continue working on Southland Tales until the day I die, whether or not we get to make more of it or not. I certainly hope we do, and that we will. But I will be working on this. I’ll just keep working on it until they put me in a mental hospital, or an old folks home, or they take it away from me.

The A.V. Club: Why? Why this movie?

Richard Kelly: I just… I had so much fun with all the people working on it. I worked so hard on it. And the movie has never gotten its chance to live and breathe in its full glory. It’s always been kind of compromised. And I say that with incredible gratitude for the luxuries I was afforded in making this film. I am so grateful that someone gave me the resources to make this. But really, it’s for all the actors that showed up and did this for me, that showed up and took these risks. I want them to have a movie with a full, complete story. Incredible, mind-blowing visual effects and animation. I want their characters to be given full cinematic justice, because they did such a great job for me.

No matter how many movies I direct, no matter how much television I create for the rest of my life, Southland Tales will always be my favorite. If your movies are your children, you want your kid to have the best future. And I just want a better future for Southland Tales. I just don’t want it to always be this compromised, unfinished thing. I would love to see it shine for another day.

If that is in the realm of possibility, in this business that we work in.

[Interviews have been edited for clarity and length.]