With ‘Badlands,’ Terrence Malick made a directorial debut most filmmakers can only dream of


By Sven Mikulec

With Badlands, Terrence Malick made a directorial debut most filmmakers can only dream of. The road to such success, however, was paved with nothing but problems. In order to finance it, Malick managed to gather only 250.000 dollars, a tenth of which came from his own pockets. The filming went way over its schedule, causing a part of the crew to give up and proclaim the director lost his sanity. Malick had to fight his producer, demanded more from the crew they could possibly deliver, creating in the process “a million feet of footage.” But when the film premiered at the New York Film Festival, everything was suddenly worth it. Some say it even overshadowed Scorsese’s Mean Streets. The story of a wild, dark-natured greaser who takes an infatuated, baton-whirling teenager on a bloody road trip, loosely based on Charles Starkweather and Caril Ann Fugate’s 1958 Nebraskan killing spree, transferred to the screen as a dark love story, a blood-trenched fairy tale, ruthless and shocking but enriched with transcendental moments of poetic beauty. TV actor Martin Sheen and quite anonymous Sissy Spacek were launched towards stardom, assistant editor Billy Webber jumpstarted his editing career and paved his way to future collaboration with Malick, Tim Burton and Tony Scott, and the world got to know one of rare true poets of the cinema. Terrence Malick was suddenly a force to be reckoned with.

I was not a good teacher; I didn’t have the sort of edge one should have on the students, so I decided to do something else. I’d always liked movies in a kind of naive way. They seemed no less improbable a career than anything else. I came to Los Angeles in the fall of 1969 to study at AFI. At the end of my second year in Los Angeles, I began work on Badlands. My influences were books like The Hardy Boys, Swiss Family Robinson, Tom Sawyer, Huck Finn—all involving an innocent in a drama over his or her head. I wanted the picture to be set up like a fairy tale, outside time, like Treasure Island.Terrence Malick

Screenwriter must-read: Terrence Malick’s screenplay for Badlands [PDF]. (NOTE: For educational and research purposes only). New, restored 4K digital transfer, approved by director Terrence Malick, with uncompressed monaural soundtrack on the Blu-ray edition is available from the Criterion Collection. Absolutely our highest recommendation.

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In Search of Terrence Malick explores the career of Terrence Malick from his first feature film, Badlands, to his second made five years later, Days of Heaven. In this 15 minute viewing, we learn a lot about what goes behind a Malick film. With the cinematographer gone, Malick himself shot the well known Badlands scene of Martin Sheen with his arms hanging over his rifle across his back, the full moon bright against a darkening sky. It is capturing these moments, the transience nature of life, that makes Malick’s films astonishing, and even the process carries this weight. In Search of Terrence Malick is a necessary watch for those interested in the mysterious filmmaker. Through actors Martin Sheen and Sissy Spacek, art director Jack Fisk, film editor Billy Weber, and Professor Dreyfus we discover more about Malick’s directing style and the command he holds on his films. As Martin Sheen says, ‘He’s a screen poet, there was no other way to describe it.’” —Edwin Adrian Nieves, A-BitterSweet-Life


“On July 10, 1972, in La Junta, Colorado, a twenty-eight-year-old ex-MIT philosophy instructor named Terrence Malick began filming Badlands, a script based on the true story of Charles Starkweather and Caril Ann Fugate, teenage lovers whose 1958 murder spree across the Nebraska plains made national headlines. To finance the picture, Malick had raised $250,000—a pittance even by the standards of the day—and to play the leads he had hired a journeyman TV actor, Martin Sheen, and an unknown, untrained actress and onetime folk singer, Sissy Spacek.” —Badlands: An Oral History


Making Badlands.


“Confessional mode is atypical around here, but I must admit that, upon reading this interview with Terrence Malick, from 1974, that appeared then in a small journal called Filmmakers Newsletter, tears came to my eyes. Literally. And I know exactly why. In this fascinatingly nuts-and-bolts interview about the making of Badlands, Malick makes clear what the movie’s Hollywood connections obscure: that it was made as an independent film. (“It was financed like a Broadway play—that is, on a limited partnership arrangement with a lot of investors who didn’t know one another each coming in for a small piece, anywhere from $1000 to $50,000… There was no completion guarantee… Nor was there any guarantee of distribution.”) He goes into some extraordinarily revealing details about how he got it made, and what he describes is pretty much the image of independent filmmaking, seventies-style. In other words, what he describes is the material substrate (albeit at the high end—when asked about his budget, he answered, “Under a half a million dollars, I’ve been advised to say”) of the world of independent filmmaking that, as a newly minted college graduate in 1980, I put my toe ever-so-tentatively into and that lots of people I knew were hazarding, too.” —Richard Brody

An interview with Terrence Malick by Michel Ciment, Positif, 1975.

Malick begins the interview with a biographical sketch.

I was born in Waco, Texas, and raised in Austin, Texas, and Oklahoma. I was named a Rhodes Scholar and received a fellowship to study at Magdalen College in Oxford, England. I didn’t complete my fellowship; I left my studies in my first year and began working for the New Yorker. I went to Bolivia to write an article on Che Guevera’s cause and the trial of Régis Debray. I spent four months there, but I didn’t publish anything. Over a period of eight months, I did write other things for the New Yorker, including obituaries for Martin Luther King and Robert Kennedy.

I returned to the United States, where I taught philosophy at MIT for one year. In the fall of 1969, I realized I wasn’t a good teacher and should leave teaching, but I didn’t know what to do next. I’d always liked movies without ever being a true cinephile. When I heard that the American Film Institute had just opened and was accepting applications for their master’s program, I decided to apply. Today I would certainly not be accepted, but at the time it wasn’t well known, and they accepted just about anyone. I’d never made any films. At the end of my second year at the AFI, I started to work on Badlands.

During my studies at the AFI, I made a short film called Lanton Mills with some friends. It was the story of two cowboys who leave the West on horseback, enter the modern world, and try to rob a bank. I acted in it along with Warren Oates and Harry Dean Stanton, whom you might have seen in Dillinger and Godfather II. I didn’t really know what I was doing, and acting in the film was a distraction. I was far from satisfied. While I was at the institute, I wrote, and above all rewrote, screenplays. I made a name for myself in rewriting. I studied in the morning, and I went to the studio in the afternoon. I worked on the first screenplay of Dirty Harry that Irvin Kershner was supposed to direct with Marlon Brando in the lead. Kershner and I were very excited about the film, and we worked on it together for two months. In the end, Don Siegel directed the film using a very different screenplay. I also worked on Pocket Money for six weeks, Drive, He Said, for two weeks, Dead Head Miles, and other projects.

How did you come up with the idea for Badlands?
I wanted to make a film about an adolescent girl. We’re more open as teenagers. We ask ourselves questions that we later avoid. This is particularly true for young women in the United States, who are less inhibited than young men. In terms of actually coming up with the idea, I can’t talk about it because I’m legally bound to keep it a secret.

Your film belongs to a long tradition of “lovers-on-the-lam,” beginning with You Only Live Once, They Live by Night, Gun Crazy, and Bonnie and Clyde.
Strangely enough, I’d only seen Bonnie and Clyde before shooting. What interested me was how the murders compromised the young woman. Today it’s hard to compromise a young woman. We’re no longer living at a time like Jane Austen’s when having an affair was enough to compromise a young woman. Today it takes at least a murder to get the same result: she loses her footing. I thought one of the film’s ironies would be that even a series of murders would not truly compromise someone like Holly. She’d continue to have both feet on the ground; she’d be unshakable. The story seemed powerful in and of itself to me. I knew that a big studio might be interested in the film, but I wouldn’t be able to control its production. So I decided to produce an independent film. Much like a Broadway show, I produced it through a partnership agreement, which means that a lot of people contributed a small sum of money. Raising the money took a long time. In fact, it took longer to raise half of the money I needed than it took to shoot the film. The other half was raised by Ed Pressman. We shot the film in the summer of 1972 in the southeast of Colorado, the Dust Bowl, and South Dakota for three hundred thousand dollars. Things started out well but went downhill as we ran out of money: a terrible fire destroyed some equipment and seriously injured the special-effects technician. Soon our team was made up of only four or five people. The shooting took longer than expected because we didn’t have enough money. I stopped shooting to write screenplays, and that took almost a year. The film is very similar to the original screenplay except for the scenes in the forest, which were improvised. I’d searched locations and auditioned the actors before shooting because I thought that it would be easier to raise money if I had something to show potential investors. In the end, they never wanted to see anything. We kept all of the scenes that we shot with the exception of a sequence in which Kit goes into a radio station to send a message back home.

Were you thinking about the juxtaposition of Holly’s voiceover and the images on the screen from the outset?
Absolutely, but I tried to limit the voiceover in the screenplay because big distribution companies tend to dislike voiceover; they don’t find it particularly cinematic. One of the reasons I didn’t feel as if I could improvise, and kept to the original screenplay, had to do with all of the complications in making the film. I had to take care of everything. We were shooting at private properties without authorization: the police were looking for us along with the IRS. We, ourselves, were on the run and wanted by the authorities, and I didn’t have the time or the confidence in myself to improvise. Moreover, while I was shooting my short, I believed in the myth of improvisation without realizing that in following your instincts, you can end up with the best or the worst results. However, for my next film, I hope to be freer in my shooting, less constrained by my initial ideas.

How did you deal with the problems of relating the voiceover to the images and moving between voiceover and dialogue?
It’s relatively easy with the Moviola, since you can adjust the transitions as you see fit. It’s obvious when a voiceover is manipulating the audience, for instance, when it communicates information that the audience should be learning through another means. But when the voiceover doesn’t have a direct relationship to what’s happening, as is the case in Badlands, it seems to work better. It also allows you to quickly solve problems that take too much time to set up and are of no real interest to today’s viewers: how did they get there, how long did it take, etc. I wanted Holly to talk like a fourteen-year-old who’s trying to come off in the best possible light. It’s not that she’s simple-minded; she just thinks this is how she should talk when speaking to other people. She’s not trying to influence the story or to promote herself, since she’s careful to admit her mistakes. But her admission doesn’t go much beyond regret that she threw out her fish when it was sick. Perhaps this act sets everything in motion. The voiceover was essential. It allowed a certain humor stemming from Holly’s false ideas about her audience. She has no idea what the audience will think of what she says, and she doesn’t know what interests the audience. As they’re crossing the badlands, she imagines we aren’t interested in what’s happening between Kit and herself, but rather in what they eat during the trip, how they get gas, etc., in case we go on the same trip. She doesn’t really know her audience.

She actually plays a role by “acting” as a historical commentator, just as Kit plays the role of James Dean.
In both cases, acting isn’t easy—it’s contradictory. Kit sees himself as a rebel without a cause, and so he’s very conservative; he would have been an Eisenhower conservative. When he’s talking into the tape recorder at the rich man’s house, he gives fatherly advice, or the advice given in a civics course. He thinks most of the people he kills are worthless. The only person he doesn’t kill, and who could be a potential threat, is the rich man. But he spares him because he’s a man after his own heart. He spares him, but not the friend he was working with. It’s another side of his conservatism, his respect for American values. He actually defends social order and doesn’t like it when people litter. And yet, while driving his car, he becomes a rebel. He knows about nature through National Geographic, but he doesn’t seem in tune with his own emotions, his own motivations. Holly is like characters in Tom Sawyer or Treasure Island who, like her, adopt a way of life. But they do it naturally, without perversion. Kit thinks he’s a character of incredible importance, but he can’t measure his own importance. He builds a rock pile marking the place where he’s arrested; he buries things in the desert; he leaves his “relics,” thinking that in the future people will make money on them and come to realize his place in time. In the end, the sadness emanating from the film partially comes from the fact that Kit’s most well-placed biographer, Holly, is living another life. And so his story dries up without leaving a trace.

Why doesn’t Kit kill the couple who comes to visit his friend?
He shoots at them in the cellar without knowing exactly what he wants to do. He acts according to a set of rules that must be followed in such circumstances—killing all the witnesses, for instance. But he isn’t sure of himself; he doesn’t really know what’s expected of him as a criminal. I saw Kit and Holly as young characters in Huckleberry Finn, The Swiss Family Robinson, and Treasure Island: they are lost in nature. They entertain themselves by making traps, oubliettes, and secret passageways; they invent a code; Kit gives Holly shooting lessons. They only know how to act based on what’s going on inside them. They don’t communicate with the outside world. They don’t understand what others feel, but it doesn’t mean that they are emotionless or insensitive.

The sequences in the forest are reminiscent of Vietnam. And Kit and Holly talk about the Russian invasion and nuclear war.
In the fifties, the fear of an impending Soviet invasion was widespread in the Midwest. We were trained in civil defense against a nuclear attack. At school, we crawled under the desks. People were building shelters.

There is great violence in your film, but it’s latent. You don’t spend a lot of time on the sorts of violent scenes that abound in American cinema today.
I was raised in a violent environment in Texas. What struck me was how violence erupted and ended before you really had time to understand what was happening. Take, for instance, Lee Harvey Oswald’s murder by Ruby: it took place in a flash. Kit and Holly—and in this respect they are truly children—don’t think that death is an end. It’s a “crossing to the other side.” He’s obsessed with his own death and wonders what the papers will say. It must have been difficult to re-create on screen an era that is neither contemporary nor historical—it’s only ten or fifteen years ago.

It must have been more difficult than setting the film in the thirties or forties.
First of all, perfectly re-creating an era didn’t interest me. And in this respect, having such limited means actually helped me avoid such think- ing. Moreover, if you make a successful film about the past, there is no way to avoid nostalgia. So I tried keeping the references to the fifties to a bare minimum, and when they were necessary—for the music—I tried to choose tunes that were not especially of the fifties, like Nat King Cole’s music. I didn’t want to be too realistic, too precise, since I wanted to create a fairy-tale quality.

How did you choose the music for the film?
Irvin Kershner introduced me to the piece by Carl Orff. I’d never heard it in a film. The piece by Satie created a feeling of melancholia contrasting with the piece by Orff, which is in a major key and uplifting. Satie’s music went well with the scenes where Holly’s walking on the grass, when she’s looking at the rich man’s house, or when the plane takes them back to South Dakota at the end. Orff’s music accompanies the house fire, the scenes in the forest, and the helicopter’s taking off.

You introduce pauses in the forward progression of the narrative: the house in flames, shots of nature, images from the stereopticon, the newsreel.
That newsreel was in fact shot for the film! But there was no particular reason for the pauses. With the fire, I wanted to show that Holly was putting the past behind her, even if she wasn’t aware of it, even if she was thinking about continuing her studies at Kit’s suggestion. This once again shows Kit’s conservative side. I wasn’t able to express what I wanted with the shots of animals in nature: Kit feels for the animals living alone on the prairie who are left to their own devices. The lab lost a part of our negative that had one of my favorite shots, an image of water birds taking flight, which symbolized Kit’s desire to leave, to go elsewhere and start a new life. He feels closer to the animals than he does to the rich man, or even to Holly, who for him is more like a sounding board who’s ten years younger than he is. No woman his age would tolerate him or take part in his fantasy world. On the other hand, I do like the sequence with the stereopticon in which Holly thinks her life could have taken another course. But in the same sequence she doesn’t seem sad that it hasn’t. She accepts her fate in life. And my favorite quote from the film comes when Kit is fishing in the river, indifferent to the beauty of nature, and she says: “Sometimes I wished I could fall asleep and be taken off to some magical land.” She’s careful to point out, as if it were necessary to do so, “but this never happened,” which shows us once again that she does not understand her audience. This should make us sympathize with her more. I don’t think that the film is cold; there’s a certain warmth to it. I was very worried that people might say the film is soulless, because I admire [Elia] Kazan, [George] Stevens, and [Arthur] Penn, and scenes of great emotion. But to openly express your emotions, you have to have great maturity, which is something that my characters don’t have. People believe that when you’ve suffered in life, you act like a wounded animal, showing your wounds as if they were fresh from the day before. And that is often what happens in films. But in real life, you hide your suffering; it’s the only way to survive. That’s what happens to Kit. Far from having made them mature, deeper, and sympathetic—a myth Americans believe in—suffering has made them trite, narrow-minded, and dense. That is why Kit has become narcissistic, not in the sense that he’s looking for the root cause of his problems, but rather because he’s an imposter who doesn’t like who he is.

Your cinematic style is very classical, very taut. To what extent did you work with your cameramen?
I had three cameramen, but I had problems with the first two and really only worked closely with the last one, Steven Larner, who studied at the IDHEC [Institut des Hautes Etudes Cinematographiques] and was Ghislain Cloquet’s assistant. He was my professor at the AFI. He shot the best scenes of the film—the fire, most of the chase, and most of the sequences at night. He’s truly remarkable, and it’s too bad he isn’t used more often. He has a luminous style. He had previously worked on Lion’s Love. I didn’t want to use filters. Many people find that the Eastmancolor negative is too saturated, and so they use techniques—filters, lighting, screens—that reduce saturation like [Vilmos] Zsigmond’s or [László] Kovács’s “flashage.” The landscapes in Badlands are actually unsaturated, even a little grainy. I overexposed the negative and then printed it with very low contrast, so that even in exterior shots with natural light the characters never need to be lighted by reflectors. I wanted to remain at a distance from my characters, which is why I refused to film with a handheld camera. In a fairy tale, you shouldn’t interfere with a story that follows its own logic. I hope that the voiceover and the cinematography create some distance without alienating the viewer too much. They should distance you, and then make you par- ticipate, then distance you again, in a back-and-forth movement. I was worried that the audience would patronize the characters if they became too involved. If you feel that you understand them perfectly, you have no respect for them in the end; you reject them. I didn’t want their lives to end with the end of the film. I wanted them to live beyond the end of the film with the sort of autonomy that people we encounter, but never befriend, have. This is particularly true for Kit.

How did you choose Sissy Spacek and Martin Sheen?
She had acted before in Michael Richie’s Prime Cut. She embodies the character, and she comes from Texas like me. I ended up having the character come from Texas instead of South Dakota, as I had originally written the roles. Sissy and I come from the same area and have had similar experiences. I found Martin Sheen by chance, even though he had acted before. He didn’t want to act in an independent film because they’re always so precarious. But in the end he worked even between takes, because as our money diminished, so did our technical team. He worked with me on his character’s dialogue. He was a little too old for the role—about thirty years old—but I chose him because he wasn’t like actors who come from rich families in New York or California. For them, their parents’ money allows them to wait around until they find a role. Even if they are broke, they are still well-off because they can always count on their families. But Martin comes from a working-class family. He has nine brothers and a sister. His real name is Ramon Estevez (his first name comes from Ramon Novarro); his father was a doorman at a bank in Dayton, Ohio. On weekdays, the kids worked at a factory, and on Sunday, they were caddies at a golf club. The other actors didn’t have the authenticity he could bring to the role. I didn’t know his life story in detail, but there was no mistaking that he had something genuine about him.


Making Badlands, a 2012 documentary featuring actors Martin Sheen and Sissy Spacek and art director Jack Fisk.


Terrence Malick on Badlands, Sight and Sound, 1975. Here’s the scanned article via chained and perfumed.


At the 2011 Virginia Film Festival, Turner Classic Movies (TCM) and the Library of Congress cosponsored a screening of director Terrence Malick’s first film, Badlands, which starred Martin Sheen and Sissy Spacek. After the film was shown, Spacek and her husband, Jack Fisk, joined TCM’s Ben Mankiewicz on stage at the historic Paramount Theater to discuss the making of Badlands and how it affected their later careers. (Fisk was the production designer on that film and on Malick’s subsequent projects, as well).


A distinctive trait of the films of Terrence Malick is the artful way they employ narration. Sometimes the voice-over is dreamy (Sissy Spacek’s in Badlands), sometimes it’s disarmingly concrete (Linda Manz’s in Days of Heaven), sometimes it comprises audacious, poetic philosophical musings (that of all the soldiers in The Thin Red Line)—but it’s always there, a character in its own right. In this clip from an interview included in Criterion’s new editions of Badlands, editor Billy Weber describes how the voice-over in Malick’s first film came to be, how it was influenced by Truffaut, and how the collaborators’ process evolved when they worked together again on Days of Heaven.


Rare Terrence Malick photos after the screening of Badlands in York, Nebraska at a nearby hotel. From left to right: Terrence Malick, Patsy McArthur, Caril Ann Fugate, Martin Sheen, James McArthur, and John McArthur. The photos below, courtesy of Jeff McArthur, have remained unpublished since they were first taken in 1973. Mr. McArthur’s book is available on Amazon. Thanks to Paul Maher Jr.’s All Things Shining…


An ongoing film journal by filmmaker Cameron Beyl, ‘Crimes of Passion,’ is the first chapter of The Directors Series’ examination into the films and career of director Terrence Malick, covering his pair of early mythic works: Badlands (1976) and Days of Heaven (1978).


Terrence Malick’s debut film Badlands, seems very different on the surface from his more recent work. But if we look closely we can see how the seeds that grew into what now defines a Terrence Malick film, were planted at the very beginning.


On the set of Badlands photographed by Ira M. Resnick © Warner Bros., Pressman-Williams, Jill Jakes Production, Badlands Company. Intended for editorial use only. All material for educational and noncommercial purposes only.


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