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‘Southland Tales’ at 15: An Oral History of the Cannes Cut Nobody Saw Coming

As the original version of the movie finally hits Blu-ray, Richard Kelly and his peers recall the weird and unpredictable ride.

American director Richard Kelly, left, American actor Dwayne "The Rock" Johnson, center, and American actress Sarah Michelle Gellar pose during a photo call for their film "Southland Tales," at the 59th International film festival in Cannes, southern France, on Sunday, May 21, 2006.  (AP Photo/Francois Mori)

Richard Kelly with Dwayne “The Rock” Johnson and Sarah Michelle Gellar at Cannes.


Countless directors have contended with the curse of the sophomore slump, but the saga of “Southland Tales” exists in a category of its own. Five years after his cult hit “Donnie Darko” established the filmmaker’s unique, surrealistic sci-fi voice, the filmmaker’s large-scale follow-up broke all the rules. Maligned at Cannes in 2006 when it premiered in an unfinished version, “Southland Tales” went back to the editing room, lost 20 minutes, and stumbled into theaters later in the year. Now, a new Blu-ray release from Arrow Video has brought the 160-minute Cannes cut to the public for the first time, and with it, an opportunity to fully assess one of the strangest American movies of this young century.

An audacious near-future pop fever dream under the guise of blockbuster aesthetics, “Southland Tales” starred Dwayne “The Rock” Johnson as a movie star who keeps forgetting his past, Sarah Michelle Gellar as a psychic reality show star with a background in porn, and Sean William Scott as a racist police officer and his politically active twin. It all made perfect sense in Kelly’s mind as a complex response to a paranoid, post-9/11 America.

Since then, its reputation has become as difficult to parse as the plot itself: “Southland Tales” was instantly perceived as a bomb at Cannes, even as it won a few passionate defenders there, and nobody can deny the sheer imagination on display throughout. Here, Kelly — with additional input from producers Sean McKittrick (“Get Out”), Kendall Rhodes, and Matthew Rhodes — recalls its strange journey and how the movie sits with him all these years later.

RICHARD KELLY, DIRECTOR: It’s very therapeutic for me to be able to talk about this.

SEAN MCKITTRICK, PRODUCER, “DONNIE DARKO” AND “SOUTHLAND TALES”: The first draft of the script he gave me was not what the movie became. It was very much a comedy, almost Altmanesque. It was about a failed group of actors creating an elaborate con against a major action movie star. It was very grounded and didn’t have sci-fi components at all. That was pre-9/11. After 9/11, Richard’s entire take on his own material completely changed. That’s where all the craziness of the film we know came into it.

RK: We were barely able to get “Donnie Darko” into theaters. I had some opportunities to direct other people’s screenplays and I pursued a project called “Knowing” with this company called Escape Artists. We were negotiating with Fox Searchlight for me to direct a $15 million budget version of my rewrite. The project fell apart because of concern over its ambition and whether my version was commercial enough. I had to walk away.

“Donnie Darko”

Arrow Films

Tony Scott had read the first draft of “Southland Tales,” without all of the political, science fiction, and spiritual elements layered into it. Basically, it was missing the Philip K. Dick-level stuff. Tony loved it. He brought me in and offered me the chance to rewrite “Domino.” For 18 months, it was a dream come true. But I was still licking my wounds from “Knowing,” which Alex Proyas eventually made with Nicolas Cage. I think they kept a few of my ideas.

But “Donnie Darko” was getting more fan support and a cult following, so I started layering in more of the Philip K. Dick element into the “Southland Tales” script. We just started building more and more momentum.

SM: I was always chasing Richard to try and figure out what he was doing. He used to yell at me and call me the “Why” parakeet. I was always saying “Why? Why is this character saying that?” I was just trying to corral the unlimited ideas. It was fun but also very daunting. It was such a complicated film with so many huge ideas and it was impossible to explain it all to someone with a checkbook who could make the movie.

KENDALL RHODES, PRODUCER: The budget was very high for this type of genre, which we were calling a political satire. That was confusing for the marketplace at that time. The finance companies and studios wanted us to make it for a certain price and the ultimate vision for the project was not fitting into that neat little amount, so it was very hard. We pitched a lot of places to get that extra financing we needed. Matthew Rhodes, who was one of the producers who came on to produce with us and finance, is now my husband.

MATTHEW RHODES: I responded to this original, fantastical, forward-thinking, fresh story. I met the love of my life, who became my wife. I loved the entire experience of making “Southland Tales.”

SM: We had to overcome “Donnie Darko.” People respected Richard as a filmmaker but to go onto his version of Gilliam doing “Brazil” was a tall order. So you really needed a solid, visible cast to anchor it. It was really the casting that gave the financial backers the confidence to support it.

RK: Once we had Dwayne Johnson, there was no turning back. I was committed to making it work. It just kept building and it got more elaborate and more complex, and it just kept going and going.

SM: It was a nearly impossible feat on set. There was no time to reflect on it. We enjoyed the hilarious moments along the way, shooting all over L.A., which is really difficult to do. The editorial process was difficult. People forget that when you’re financially strapped, you can’t just edit forever. You have a limited amount of weeks. Trying to fit a story of this magnitude into this many subplots was almost impossible.

RK: I absolutely loved working with Justin Timberlake. We had him for one 16-hour day at the Santa Monica Pier, and it was our longest day and night. The emotional brain center of the movie in my mind was this musical fantasy sequence where he takes the fluid karma street drug that he’s been distributing through other soldiers and hallucinates this musical number to The Killers’ “All These Things That I’ve Done,” which was the most popular song in the United States at the time.

His character was a famous actor and a pop star who was drafted and used as a propaganda tool by the United States army as a celebrity who sets off to Iraq and then was tragically disfigured by his friend. This musical sequence was meant to evoke that tragedy at the center of it.

We brought the dancers onto Santa Monica Pier. We rehearsed the whole thing, knowing that we didn’t have access to Justin until the day of the shoot, but we had all the dancers and we mapped it out with the steady cam shots. And then when we had Justin in the day, it was four hours and we didn’t even have a costume for him. So I just painted fake blood all over his white T-shirt at the last minute. He just stepped into it like a true professional who’s been doing this since he was a kid. He’s been singing and dancing, and he just nailed it. He lip-synced the lyrics. He did all the choreography and he navigated it all. We did the emotional change at the end and everything. And then I decided to make Justin the narrator.

KR: I feel like if you get it, you get it. Justin Timberlake actually said that to me while we were making it and he was 100 percent right.

SM: We were naive enough to accept the invitation from Cannes even though we weren’t ready. How could we say no? It was tough. And maybe we shouldn’t have done it.

RK: As we were putting the movie together, it was clear that the ambition was going to be a problem. We made the movie for $17.8 million and it was still nowhere near enough to do all the things we wanted to do. It definitely became a big red flag for any distributor knowing that I had basically written a six-chapter story where the film is the second half of it. It was definitely reliant upon this graphic novel transmedia prequel. I was perhaps incredibly naive or foolish enough to think that we could get people to read these books and buy these graphic novels and that I could get a distributor to really get behind this transmedia concept. I take all the blame for that, but it’s my nature.

MR: I was surprised the movie was accepted to Cannes. It didn’t feel like the obvious movie that would play in competition at the festival.

KR: We wanted to go so bad that we thought the audience would be cool about the film being unfinished, but something was lost in translation. It was weird being in a ballroom gown and tuxes and watching a very twisted dark political comedy.

RK: It premiered on the Sunday night at Cannes, which puts you in the crosshairs. It was me and Sofia Coppola and Richard Linklater in competition. Sofia had already won an Oscar and Linklater had a much longer directorial career. I was just there with my second film, a young guy who was very honored to be there.

SM: During the screening the silence was palpable.

KR: Too quiet. We all noticed it.

SM: There definitely was a lot of cheering after the Timberlake song number, though. I spent the time wondering if we’d be able to sell it. Also, I knew we needed to try different things with the cut editorially. The process of making that film was still opening up in Richard’s mind in terms of how much of that story he wanted to tell.

The lights come up on “Southland Tales” at Cannes.

Matt Dentler

KR: I will never forget waking up and picking up the paper in Cannes and reading on the cover, “Southland Tales est une bombe!” For a minute, because I loved it so much, I thought, “They liked it! It’s a success!” Then I realized I was reading the paper as if they would actually be using the slang use of “the bomb.” It hit me that they were using it in its true meaning.

MR: I felt there was a lot more positive support for the movie than what has been portrayed in the press.

RK: I think I knew I had something that was unfinished, so I was already really nervous about the edit not being polished enough and the visual effects not being finished. I was nervous about the incomplete nature of the film, but I think I just wasn’t prepared for any of it. I was shellshocked while trying to do all the press. I mean, Dwayne was there the whole time. But he was such a positive, supportive person. I was just trying to keep my head up and see if we could still sell the movie.

SM: The sale of the movie wasn’t a scenario where we’d make any money or the investors would recoup. It was really about just trying to finish the film in the best way we could.

Matthew and Kendall Rhodes, Richard Kelly, and Sean McKittrick at Cannes.

RK: Whether it’s tragedy or farce is to be debated, but it was definitely history repeating itself. It felt like a redo of Sundance and “Donnie Darko,” but just much bigger and more challenging.

There was actually somewhat of a bittersweet happy ending to the end of the festival because Sony bought our movie. It was Scott Schuman who screened it back in Los Angeles, away from all the craziness of Cannes. He was like, “Okay. It’s not finished yet. Clearly. But there’s something we can do with it.”

Once we got back to LA and regrouped and Scott read all the graphic novel materials, we were like, “Okay. Let’s try to figure it out.” It was never going to be fully satisfying, but we were trying to warm the audience up to the idea that they were entering into a story at chapter four.

It was a way to acknowledge perhaps the folly of my ambition, but also to establish the graphic novel aspect of the story in this animated prologue that you see after the found-footage nuclear attack in the theatrical version.

We brought Justin back in to redo the narration to make it very serious. I prefer the Cannes version, which has more of a playful tone to it. But I think at Cannes in 2006, people were struggling with watching a nuclear explosion in Texas and then being able to have any sense of levity or being excited to go on this bonkers journey.

Neither the Cannes nor the theatrical cut is fully satisfying in my mind. Both are still works in progress. Even if I had more time with the edit, if I had had a lot more visual effects, I’m not even sure that the response would have been much better for us. I think it was just sort of we were the UFO. When people see a UFO, maybe they’re worried that it’s going to be hostile. I have a much more Zen attitude about it now.

SM: If the limited series existed back then, maybe it would’ve been better suited for eight hours so audiences could wrap their heads around it.

MR: I continue to this day to get emails, social media comments, and even receive hand-written letters from fans around the world that love this movie.

SM: Richard will always be one of the most singularly creative voices I’ve come across. I’ll never understand how his brain works but his ideas are amazing. He has to make more films. I’ve read plenty of his screenplays in the past that should still get made. There are plenty that I’d absolutely pay to see.

RK: I’m so proud of this movie. I will always be proud of it. Getting to work with all those actors was the greatest experience of my life. I would never, ever change that. It would have been great if we had a spectacular reception. I don’t even know if the distribution apparatus existed at the time to do what we wanted to do with it. There’s actually a line in the movie where Sarah Michelle Gellar says to Dwayne on the MegaZeppelin, “It had to be this way.” And he says, “I know.” I always think of that moment.

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