Some films are not meant for the era in which they’re made. Such was the case with Richard Kelly’s Southland Tales, a sci-fi epic from the provocative filmmaker whose first feature, Donnie Darko, premiered in 2001. Arriving five years into President Bush’s presidency, Kelly’s second feature debuted in Competition at the 2006 Cannes Film Festival, where it was received much like Bush’s tumultuous War on Terror. “More film maudit than the basis for a midnight cult,” film critic J. Hoberman observed in the Village Voice, his review being one of the few positive notices to follow the film’s disastrous world premiere. The film would not garner a theatrical release stateside until well over a year later, significantly edited down and dumped in 63 theaters to little fanfare and a quick demise.

An apocalyptic time-travel drama, episodic film noir, manic frat comedy and patriotic USO musical, Southland Tales is an overloaded Frankenstein of a movie, filled to the brim with political screeds, social diatribes, quick bursts of violence and lots and lots of dick jokes. The film begins on July 4th, 2005, as a mushroom cloud explosion engulfs Texas, signaling the impending end of the world. We then jump to the near future (2008) and California, where Boxer Santaros (Dwayne Johnson, never better), a movie star married to the daughter of a current vice presidential candidate, awakens on the beach to discover he’s been struck with amnesia.

Boxer soon befriends Krysta Now (Sarah Michelle Gellar), an influential porn star who collaborates on a screenplay with him called The Power, the plot of which begins to mirror the one of the very film we’re watching. Did I mention there’s also Justin Timberlake lip-synching to The Killers? And that Seann William Scott plays two different men who may or may not be twin brothers? And that numerous Saturday Night Live alumni show up and are subsequently killed off for being for (and in some cases, against) neo-Marxism? Constantly puzzling, always involving, Southland Tales feels more attuned to the military state of Donald Trump’s America (the corrupt police department is named the Urban Pacification Unit) than Bush’s, although it’s worth noting that not even Kelly predicted a reality TV host as President.

Presented in a 2K restoration approved by Kelly and cinematographer, Steven Poster, the Cannes cut of Southland Tales makes its home video debut this Tuesday, courtesy of Arrow Films (the shorter theatrical cut is also included). To mark the occasion, I caught up with Kelly to discuss life after Donnie Darko, the negative reception to Southland Tales at Cannes and what he’s been working on throughout the pandemic. 

Filmmaker: We last spoke when a 4K restoration of your first feature, Donnie Darko, was being released on home video courtesy of Arrow Films. Perhaps we can pick up our conversation from there. After Donnie Darko, how eager were you to jump into directing a second feature? And what sort of opportunities were available for you to do so?

Kelly: It was around the time that Donnie gained a second wind from a theatrical run in the United Kingdom (and a DVD release in America) that my career really picked up momentum. I received offers to direct several projects, one of which I spent a year-and-a-half working on, called Knowing.

Filmmaker: Alex Proyas’s film?

Kelly: Yes. It eventually got made at a much larger budget, with Alex Proyas directing and Nicolas Cage starring in the lead role. There had been several writers on the project before me, but I was brought in to do rewrites and direct a $15 million version of the movie for Fox Searchlight. However, while we were attempting to cast the movie, we were struggling with the budget, as what I wanted to achieve was quite ambitious and folks were concerned about producing it at $15 million. There was another issue: Escape Artists was the production company that owned the script, and they had already made ironclad deals [to distribute the film] within the United Kingdom. However, Fox Searchlight was adamant about obtaining all worldwide rights and could never find a way to clear the United Kingdom territory. Ultimately, the combination of rights disputes and the $15 million budget shut the project down in Business Affairs and, even though it was a bummer to do so, I left the project.

Filmmaker: You had also written a draft of the screenplay that would become Tony Scott’s film, Domino, around this time, right? 

Kelly: Oh yeah, I spent almost two years working on that! Everything was happening at the same time! The two years working with Tony Scott was an incredible experience, as I was able to observe his process in the research, screenplay, and development stages. I even did on-set rewrites during production and got to watch him really direct. There were a lot of things going on back then, with Knowing and Domino and then right into Southland Tales.

I had written a draft of Southland Tales around this time, and as I refocused myself, my passion grew for seeing that script through. Even though I just had an early draft, I told myself, “I really love this wild Los Angeles story and want to incorporate more political and religious and scientific ideas into it.” I essentially wanted to add a big Philip K. Dick layer to my Southland Tales script, so I dug back in and put all my energy into developing that project. I figured that if I had really acquired some career momentum thanks to the second extended life of Donnie Darko, this might be my only chance to make a sprawling Philip K. Dick/Robert Altman acid trip of a movie set in Los Angeles. So, I forged ahead.  

Filmmaker: In the lead up to the film, you first released three graphic novels that would make up Southland Tales: The Prequel Saga, consisting of the first three “chapters” of your Southland Tales story (the idea being that the feature film, Southland Tales, would cover the concluding chapters four, five, and six). That was pretty ballsy at the time. Since they were released almost a year before the film would open theatrically, I wanted to ask if it was difficult drumming up awareness for the graphic novels themselves. I imagine potential readers wouldn’t have even been aware of an upcoming film (and the transmedia nature of the project) at that point.

Kelly: The idea for creating the graphic novels came about while I was casting the film. I think we had Seann William Scott and Sarah Michelle Gellar on board at this point, then we finally found that essential third piece, Dwayne Johnson, to play the role of Boxer Santaros. He was our key chess piece and how we received our greenlight. God bless Dwayne Johnson for helping to make that happen. Seann and Sarah were amazing and essential elements to the process, of course, but the centerpiece of the story is Boxer and we really needed to cast that third piece. With those three actors finally set, we were greenlit.

Of course, I always knew there was a bigger, more complex story beyond the screenplay I had written. The story logic was really complicated, and in trying to explain to my actors their characters’ complicated backstories, I took to writing additional information that would ultimately serve as scripts for what became the Southland Tales graphic novels. I wrote about how Boxer and Krysta met in the desert, what happened to Boxer in the desert before he arrived in L.A., what happened to the Taverner twins before they got to L.A., all the stuff that went down in Las Vegas and Lake Meade, etc. There was just so much narrative “stuff,” and eventually I was like, “You know what? I should just start writing out all of this backstory.” After I did that, I was like, “You know what? Let’s publish these as graphic novels. Let’s make it one big transmedia event!” No one was doing that in 2005. Graphic novel prequels were not really a thing back then. 

Anyway, as I tend to do, I bit off more than I could chew and tried to tell a story that couldn’t be contained within a reasonable running time for a feature-length film. I became bullheaded and stubborn, saying, “we are going to publish these as graphic novels,” and I did have interest from several publishers. I met with Kevin Smith (who I had become friends with by this point), as I wanted him to play a character in the film where he’s decked out in old age makeup and fatigues and stuff like that. Kevin told me, “Richard, my partner, Bob Chapman [of Graphitti Designs], and I will help you publish these books if you’d like.” It was essentially a handshake agreement between friends and Kevin introduced me to Bob, who is a great surfer dude, publisher, merchandise guy, toymaker, etc. He lives in San Diego. Bob was going to help me get these books published, as I now thought of Southland Tales as a six-chapter story. The novels would serve as the first half of the story and the feature film would serve as the second half (but each chapter was equally important in my mind, regardless of format).

Looking back, I think I was too naive or caught up in my own head, so much so that I didn’t realize that these books were only going to be digested by maybe less than one percent of the people who watched the movie. 

Filmmaker: And those graphic novels were released before the film was released, is that correct?   

Kelly: Yes. We had the first book printed before the film’s world premiere at Cannes in May of 2006. The second and third novels were still a work-in-progress, but we brought the first book to Cannes and distributed 100 copies to visiting press. At the time, I was thinking, “Everyone is going to be so excited by these books and how they lead into the movie!” I really thought that was going to be an exciting and enticing thing for people. 

In reality, everyone was just confused and found the idea to be completely bizarre. People did not lean into the books and I don’t even know if anyone bothered to read them (maybe they used them as coasters for their drinks or ripped a few pages out for toilet paper). I was clearly embarking on a failed experiment, but I was really passionate about a big, six-chaptered story. But we kept running into all of these obstacles, such as the Cannes screening, where the movie wasn’t even finished. Even so, if we had more time to work on the visual effects and refine the edit, I’m not sure the reception to the film would be any better than it was. We were facing a very steep uphill battle, even before Cannes. We were honored to be included in the festival, don’t get me wrong, but after the Cannes premiere, it was clear that we were going to struggle to get a wide release from SONY. Maybe we would receive a tiny arthouse release that would serve as promotion for the subsequent home video debut, but that would be about it. After the Cannes screening, I knew that I would need additional funds to complete the VFX and in order to obtain them, I would have to cut the film down a bit. 

Kevin Smith and Bob Chapman, the gentlemen that they are, eventually committed to finishing the second and third graphic novels and getting them printed and out into the world. God bless them for doing that. We wanted to get the books done as a kind of contingency plan, with the belief being that one day we could figure out how to do this big, six-chapter, expanded universe thing, and hey, at least the books would be printed. When the original Blu-ray came out, we included a digital slideshow of the graphic novels [as a special feature] in an attempt to get them more widely read. It was like, “OK, this is now out in the world and in the archives. Southland Tales is at least out there in its unfinished transmedia form, and maybe one day we’ll get a chance to come back to it.” And now here we are in January of 2021 and Donald Trump is set to depart the White House.

Filmmaker: You were one of three American filmmakers competing for the Palme d’Or at the 2006 Cannes Film Festival, the other two being Sofia Coppola (Marie Antoinette) and Richard Linklater (Fast Food Nation). What was it like screening the film there? Had playing in competition at Cannes always been a goal/dream of yours? 

Kelly: It was a confluence of emotions. There was enormous excitement, a rush, as we were truly honored to be included in competition. At the time, there had been so much curiosity about the film, with some people being very skeptical or thinking we were completely crazy even before the film was finished or anyone had seen it. Some thought we had embarked on an insanely misguided endeavor, so being honored with a competition slot at Cannes was a wonderful validation for us.

That being said, the invitation was also very frightening, as we knew we didn’t have enough money to finish the film in time. Our financiers weren’t going to throw us more money for visual effects until we had secured a domestic distributor. That was the one thing we didn’t have. We had Universal for foreign distribution, with Wild Bunch and Benelux for France, but we did not have a company onboard for the United States. Without a domestic distributor, your film is just a big question mark when it comes to its future. So, we took the film to Cannes with the hope that a domestic distributor would see what we had and give us additional funds to complete the visual effects. However, we knew that we were going into the festival with an unfinished film, and that’s very risky (and never a good idea under traditional circumstances), but I didn’t have the luxury of backing out of Cannes and just waiting around. I couldn’t say, “Oh, we’ll just back out and wait for the Toronto International Film Festival (TIFF)!” I wasn’t that kind of filmmaker. I had only made one film previously and there was no way we were ever going to back out of a competition slot at Cannes. And even if we had decided to pull out of Cannes, I’m not sure we would have even been accepted by Toronto. They might have told us to go to hell! They could’ve said, “This movie is insane and we don’t want you.” With that fear in mind, we went to Cannes and did our best. It’s so frustrating to screen an unfinished film, but I’m still proud of our experience. 

I also want to make clear that our new Blu-ray release featuring the Cannes version of the film is exactly what we showed at the festival in 2006. It has a lot of unfinished visual effects and it’s a little shaggy in the edit, but it is what it is. It wasn’t finished, but I’m very proud of it as a work-in-progress kind of thing and as a means of historical curiosity. There’s a line in the final moments of the film where Krysta says to Boxer that “it had to be this way,” and Boxer responds, “I know.” That’s kind of how I feel about Southland Tales, that it had to be this way. I know that and I’ve always known that. 

I’m glad there’s a renewed interest in the film, and, with all the horrific things that have taken place in this world over the past year, I hope the movie can be therapeutic for those looking for a big, crazy narrative to dig into and explore. And if we can present a bigger version down the line, I’ve done the work, and I think we have a really exciting plan to pull it off.

Filmmaker: In marketing the film, I remember you taking to social media (which consisted of MySpace and not much else back then) to further build out the story. That seemed “far out” at the time, but you turned out to be ahead of the curve.

Kelly: Thank you, and I still find myself thinking of ways to expand the story [laughs]. The first three graphic novels featured a ton of build up to the events that transpire in the “2008 timeline” of the film. There were several epic events that had the story delve into flashbacks in Iraq, then to World War III and a ton of other big stuff. There are dreams and fantasy sequences. I’ve been working on something really exciting over the past year, throughout the pandemic. If you remember in the film, there’s another narrative strand to Southland Tales that runs throughout all six chapters of the story—The Power, the screenplay that Boxer and Krysta are working on and obsessing over within the film. And of course, I’d like to further explore the drug we introduce in the film, Fluid Karma, and the Utopia Three generator as well.

Southland Tales is set in the near future, with potential for a new live-action thread that, if we can pull it off, could really run through all six chapters in a new, exciting way. My goal would be to make this new project completely accessible to both a brand new audience and to viewers who have seen the movie twenty times already. I think they would equally be curious and surprised by where this new story takes them. 

Filmmaker: As of now, this new Southland Tales project is a treatment?

Kelly: Oh no, there’s a whole new screenplay that I’m currently working on to make a prequel, then there are new sequences I’ve written that would be incorporated into the existing film. It’s a gigantic screenplay/blueprint for six hours of Southland Tales that would be divided into two feature films. It’s still six chapters, but it could be presented as two epic feature films, probably most accessible and appropriate for a streaming platform. 

Filmmaker: When we last spoke four years ago for the Arrow Films restoration of Donnie Darko‘s theatrical and director’s cuts, you said, “I stand by both cuts and think they can co-exist together. The intention was never to replace or disown the theatrical cut at all. It was just to have an alternate, longer version for people who wanted to dig deeper into the narrative.” Do you also feel this way about both cuts of Southland Tales?

Kelly: Yeah, I do. Again, there are things in the Cannes cut I find to be essential to the larger scope of the story. The scenes with Janeane Garofalo and Kevin Smith in the Cannes cut, for example, hint at a larger subplot I’d love to further explore down the line. There are also things that frustrate me about the Cannes cut. In addition to the unfinished visual effects, some of the “news media” footage wasn’t in [that original cut], so the media presence isn’t in that version nearly as much. But the theatrical version is also somewhat frustrating to me, as I’m frustrated by some of the trims that were made, making scenes feel a little choppy due to how they’ve been cut down or are truncated or just aren’t clear. There are frustrating things about both versions. Even so, I’m very grateful that people can view them both as a primer for what could be in the future. 

I’m always trying to be looking ahead. Films are rarely completed to satisfaction, right? Sure, there are some filmmakers who finish their work and never look back, but I’ve just never had enough money for certain visual effects! Now, I’m very grateful for the budgets I’ve been afforded and it’s probably due to my own personal deficiencies that I find myself needing [a higher budget]. My vision can get too big or unrealistic for the level of budget I’m able to raise, and I’m continuously reaching for this massive and unwieldy scope and ambition. My filmmaking style would be much more manageable within this new era of longform storytelling and streaming. Filmmakers are now allowed to tell longer cinematic stories, to chapterize a film as the line between film and television continues to blur. I think you will continue to see an expanded definition of what a feature film is. If it’s too long to play in a movie theater and people can’t sit still for longer than three hours (if even that), then maybe we will get longer, chapterized versions made for streaming platforms. As to whether or not the chapters are actually divided into episodes that each conclude with end credits or if they’re viewable in a more “novel-like” way, I’m not sure. 

Look at what Scott Frank just did with The Queen’s Gambit for Netflix. That was close to a seven-hour film, told across several episodes. I think the episodes were each under an hour, but it feels very much like a film to me. There’s a lot of gray area there. Once we’re post-pandemic and looking at a reduced theatrical footprint (in terms of the number of films made and the number of theaters open), streaming is going to be a much bigger part of the feature film space. It will affect how we digest and view features. If you’re not asking someone to leave the house to go to a theater, it’s much easier to ask them to digest a longer running time at home. It’s just a matter of how you chapterize it or deliver it to them. 

Filmmaker: A little over a year ago, there was news of a Rod Serling biopic being in development that you would potentially write and direct. Is that still in play? 

Kelly: We have been working on that for just over four years now. We began by working with Rod’s daughter, Anne Serling, adapting a memoir she wrote a few years ago [As I Knew Him: My Dad, Rod Serling]. We started working on that before Trump was even elected President. 

Filmmaker: That feels like 20 years ago now.

Kelly: Yeah, in terms of “Trump time,” it does, but I guess it’s been just over four years. It’s a very challenging project to get made, as Rod left an enormous footprint on our culture and how we perceive television (and film) as an artform. When you look at all of his writing, everything Rod left behind transformed our business in numerous ways. So, we’ve been working to make sure that we have the best possible screenplay with all the right elements: the right budget, the right cast and everything else that could help to get it just right. We only want to make the film if all the elements are perfect, and sometimes that’s hard to achieve. It’s been a complicated, ongoing process, but we’re working on it and want to include a science-fiction and fantasy element in how we tell his story. We also want to make sure that Anne is comfortable with our approach, that we are honoring her father’s memory and that we have all the right partners involved to help do that. We want to present every element of Rod’s life with as much historical and emotional accuracy as possible.

I’m hoping for brighter days ahead and hopefully lots of new work, whether that’s via streaming or released within a theatrical setting. Whatever will be, will be, but I hope it will be something exciting to look forward to.