‘The Train’: John Frankenheimer’s Monumental Tribute to Wartime Railway Resistance

Written by Tim Pelan. Photo credit: Vincent Rossell © Les Films Ariane, Les Productions Artistes Associés, United Artists


By Tim Pelan

There’s a probably apocryphal quote attributed to Winston Churchill in WWII, in which the man of Britain’s finest hour insisted that the arts must be funded, “otherwise, what are we fighting for?” John Frankenheimer’s 1964 masterly moving painting The Train controversially posits that a monster in Nazi Field Grey can have just as much feeling for Renoir or Matisse as any critic, and a begrimed railway resistance fighter determined to stop him hauling art treasures off to the Reich for his seeming own gratification, has no more feeling for them than “an ape.” So is set in motion a character-based action pile-driver of clashing motivations and crashing machinery–every set-piece gloriously realized in stunning wide-frame mechanized mayhem that expands on real-life heroism. Rose Valland, who worked at Paris’ Jeu de Paune museum and effectively curated the Nazis private art gallery, also surreptitiously aided the Resistance. With the Allied advance into France post-D-Day, she learned of Nazi plans to haul 148 crates of masterpieces back to Germany by rail. Her tip-off with itemised list enabled the Resistance to keep the train from departing: “mismanagement” of paperwork, altering of railway routes and sabotage prevented this large-scale theft. The retelling by Frankenheimer naturally expands the chase and elevates suspense and thrills. Orson Welles, on making Citizen Kane, boasted of having “the largest electric train set a boy could wish for”—here, real trains and railway yards crash and burn, but the film is also grounded in the grimy documentary-like detail of the neo-realist style the director admired. Franklin Coen and Frank Davis, aided by a blacklisted and uncredited Walter Bernstein, wrote the script (Oscar and BAFTA nominated) on spec, inspired by a few pages from Rose Vallan’s memoir, Le front de l’art: Défense des collections françaises, 1939-1945. She personally witnessed Goering treat Paris as his own private collection.

Art historian Kenneth Lindsay described this most unlikely spy’s activities: “Nobody knew that every night when she went home, she kept a secret diary of what French paintings, owned publicly or privately, were taken by whom, sent where.” Her actual notebook entries can be briefly glimpsed in the 1995 film The Rape of Europa, based on the book of the same name by Lynn H. Nicholas, documenting the Nazis wholesale art thefts. The Nazis didn’t just covet art—they believed they could sell “degenerate” pieces on the black market, to prop up their ailing war machine. For protecting the art Valland was initially regarded as a collaborator but eventually was awarded the Légion d’honneur. Her fictional counterpart in The Train is named Mademoiselle Villard (Suzanne Flon). Newsweek pointed out that to have been authentic to the true story would have been somewhat underwhelming (as George Clooney’s well-intentioned but dull film The Monument Men displayed):

“To have followed [Valland’s] modest story would have been to unmake the movie. Imagine Burt Lancaster as an assistant bookkeeper with a green eyeshade and snappy sleeve garters. There was bravado and action on the railroads during the resistance–but with munitions trains and shipments of vital material. And it was this kind of incident upon which Frankenheimer grafted the exotic story of the art shipment.”


The conflict is personalized by setting the cultured and snobbish Colonel Von Waldheim, played by Paul Scofield, against the deceptively stolid, lazy-lidded Labiche (Burt Lancaster), a railway inspector who at first balks at the human risk involved in stopping the train. Von Waldheim is actually acting against orders, deceiving his superiors (on the black market the haul will seemingly aid the Nazi war effort, as mentioned earlier) but not the museum curator Mademoiselle Villard, who sees how much he values and covets the paintings. He corrals various underlings and MPs to support his increasingly fevered obsession—his heart hammers to the purloined trains beat. “All Von Rundstedt can lose is men,” he sneers. “This train is more valuable.” One wonders how he intends to sequester his horde if he succeeds.

Labiche’s soul remains unmoved by Monet, or Renoir, or Matisse—these daubings on a canvas are nothing to the lines of track and signals he is responsible for and knows like the back of his soot-begrimed hand. As Mademoiselle Villard pleads her case to the resistance workers in the boatyard, Labiche argues back, “The Nazis would shoot a few hostages, but that’s the price you pay. Are your paintings that important, Mademoiselle?” He is initially unmoved, unlike one of his drivers, the squat and grumpy Papa Boule (Michel Simon) who sabotages the Nazis train: “I knew a girl who modeled for Renoir. She smelled of paint,” he recalls wistfully, before being ordered to move the paintings. “It’s my train!” He rails indignantly, and gets shot for his trouble—as Labiche pleads for the driver’s life with Von Waldheim, his lifeless body slumps to the ground behind them, the camera lingering. Does Labiche’s motivation to win stem from simple vengeance? Or to honor an old man’s gesture to save what he and Mademoiselle Villard believed to be the soul of France? Either way, the Colonel and the railwayman are now locked in a Sisyphean conflict of wills where neither will let up, willing to move heaven and earth, and use or abuse whoever gets in their way, to achieve their aims—Labiche’s task complicated by the fact that the train can’t simply be destroyed, as much as he would love to do so.

Arthur Penn was originally slated to direct The Train as a small-scale character study, but after the disappointing returns for Lancaster’s recent personal favourites like The Leopard and The Sweet Smell of Success, the star had him replaced by previous collaborator John Frankenheimer, who he’d worked with successfully on political thriller Seven Days in May and prison drama Birdman of Alcatraz. Newsweek argued that Penn “didn’t satisfy [Producer Jules] Bricken, who said he’d never got at the essential point in the film—its physicalness.”


The Train was a film that I had no intention of ever doing. There was another director on the film but he left after about two weeks. I don’t really know to this day exactly what happened. There was a conflict of personalities, a conflict over the type of film being made. I think the director, Arthur Penn, wanted to do one film, while the producer and Lancaster wanted to do another. Penn has since proved that he can make the type of film he wants to do with Bonnie and Clyde, so I think it was a difference in concept rather than anything else. Burt called me and asked if I would come over to France and direct it. I’d just finished Seven Days in May and I was quite tired. I didn’t want to do it, yet he asked me to do it as a favour to him. And also, I wanted to go to Europe. On the way I read through the script. It was delivered to me just as I got on the plane. I thought it was pretty much appalling. It was neither fish nor fowl. The damned train didn’t leave the station until page 140. When I arrived in Paris we shut down the production and we rewrote the script. I’d brought over Ned Young and Howard Infell, and we re-wrote it. I wanted to include a point of view I felt strongly about which was that no work of art is worth a human life. But to say that the film is a statement of a theme like that is really being unfair to the film because in my opinion it is also a significant action movie. I don’t think it’s a film that you have to read a great deal of social significance into, but it is true to people and their environment.” —John Frankenheimer

The new director heightened the kinetic conflict to highlight a recurring theme in his films, of how to “take a character and push him to his physical or emotional limit, to see how he reacts.” Critic Matt Zoller Seitz describes their fruitful collaboration well: “… because Frankenheimer made movies the way Lancaster moved across the screen—economically, elegantly, mixing flamboyance with no-nonsense forcefulness—he created the ultimate vehicle for the ultimate physical actor.”

Seitz also sees it as a forebear of another action classic—Die Hard. The cultured, effete villain versus the working Joe—a sweat begrimed, running, jumping, vaulting, thinks on his feet hero (and don’t forget that Schmeisser, long strap slung across Lancaster’s broad shoulder like Bruce Willis’ Heckler & Koch machine pistol). Witness Lancaster slide down a metal ladder’s rails and hop upon a moving train in one fluid take. Or haul ass across open track, sweeping those long legs over walls and fences, later limping up an embankment (the writers wrote in a knee injury, reportedly picked up on the golf course, as a bullet graze), grim determination etched across his face. Man and film machinery in perfect harmony.


Not every critic at the time appreciated Lancaster’s mannerisms and athletic persona. Writer Harlan Ellison, always an entertaining if controversial voice, wearily conceded, “He can act, certainly, but on what level above that of swashbuckling, I cannot conceive… The intrusive personality of Lancaster the acrobat, doing his special parlor tricks down ladders, over garden walls, superbly muscled and annoying as hell when they tell us over and over, ‘I’m not really Labiche, I’m Lancaster.’” Jealous much? Lancaster was in his fifties when he pulled all this off!

The director makes excellent use of wide angle lenses, long tracking shots, and extreme close-ups whilst maintaining depth of field—the eye is allowed to seemingly linger on myriad details as the narrative steams along. Frankenheimer, with his cameramen Jean Tournier and Walter Wottitz, and editor David Bretherton, deliberately ensures that elaborate camera movement and cutting was planned so that “logistically you knew where each train was,” in relation to the action. A minutia of details reveals the subtleties of resistance: a coin in a train’s gears to cut the oil supply, a pipe in the gears, and so on. Frankenheimer says in the DVD commentary, “I think the audience likes to know how things work.” The French railwaymen’s canniness is quite often the undoing of the Nazis plans.

Scoring is kept to a minimum, to reinforce the feeling of being amidst the action. And what action! At one point the script was written to accommodate an opportune moment. The railway yard the film-makers had secured was revealed to be scheduled for decommission. Why not blow it up in an allied bombing raid (covered by twenty cameras in concrete bunkers, three manned by dedicated maniacs)? And have Labiche thrown from the train by a determined Papa Boule, told to switch the track so it can speed past real explosions and pillars of flame in a masterful high-angled shot? The script, despite being by a seeming committee, including director and star, is as tight as the planning and execution of every bait and switch between the men. The plot also sets up a switching of tracks and signals that sends two massive engines barrelling into each other, derailing and hurtling toward the camera. According to the director, one “crashed on its side just five feet from where I was standing. It smashed three cameras, but a small automatic camera got the whole sequence. Just as well: we couldn’t do it twice.” Newspaper articles at the time compared the bravura sequence to the burning of Atlanta from Gone with the Wind. The railyard attack reportedly cost $3,000 per second, or $150,000.00 all in. Frankenheimer says of his efforts for hyper-realism, “When you look at the movie it is believable. But I always dreaded it wouldn’t work. So we had to make it super real.” On the DVD commentary, Frankenheimer describes the process a “horrendously complicated” shoot, expanding from fourteen weeks to a full year (Michel Simon’s character was actually killed off to release the actor for other work).

The New Yorker‘s review stated that “Not since Buster Keaton’s perfect comedy The General has the camera surrendered itself more eagerly to the steamy, sooty, black and silver, hissing and hooting world of rolling stock, signal towers, yards, shops, cranes, tunnels, bridges, and track.”


The long takes weren’t just saved for the action set pieces—the introduction as Von Waldheim seeks permission from his superior to sequester a train also uses this method judiciously. The camera tracks and pans back from a Nazi flag and follows him as he moves between floors, past fellow soldiers and officers burning files and so on, left arm sweeping impatiently, clutching orders to be signed. Amidst the seeming chaos, he embodies absolute purpose and force of will. An early cut, from the officer’s “Who canceled my train?” in the railyard, to a seemingly immediate rejoinder (“I did.”) from Labiche moving dynamically into frame in his eyrie, underscores the personalities of the mutual antagonists.

The final confrontation between the pair occurs amidst the ruins of their tunnel vision—hostage bodies lie next to scattered crates resembling spilled coffins, the Germanic stenciled names of artists recalling to the modern viewer the image of the crated Ark of the Covenant. Staring down the barrel of the railwayman’s gun, Von Waldheim sneers:

“Does it please you, Labiche? Give you a sense of excitement in just being near them? A painting means as much to you as a string of pearls to an ape. You won by sheer luck: you stopped me without knowing what you were doing, or why.”

Lancaster had suggested a climactic drawn out shoot-out be rewritten as this: an intellectual dressing-down from the princely Scofield to the silent Labiche—“a lump of flesh.” Frankenheimer had told William Millinship of The Washington Post that “he was trying to say two things [with the ending]. First, that no art is worth killing people for. Secondly, that a succession of small incidents can induce people to make sacrifices their common sense would reject.” With the many exemplary “small incidents” contributing to The Train‘s canvas, every touch is a masterstroke, every frame a painting.

Tim Pelan was born in 1968, the year of ‘2001: A Space Odyssey’ (possibly his favorite film), ‘Planet of the Apes,’ ‘The Night of the Living Dead’ and ‘Barbarella.’ That also made him the perfect age for when ‘Star Wars’ came out. Some would say this explains a lot. Read more »


From an original 16mm print. A look behind the scenes of the John Frankenheimer film.


“After Labiche shoots his nemesis, Frankenheimer closes with a mournful montage of the art crates and the murdered civilians, with just the distant clank of the cooling train on the soundtrack. ‘It’s a painful, beautiful punctuation, almost like archetypal silent cinema,’ says del Toro. ‘No camera movement. No adornments. Frankenheimer goes still, and in an image or two encapsulates the madness of war, because at the end of the day, war is waged on principles, but it’s measured in lives. And Lancaster walks away into the horizon, which is also why it’s quintessentially an action movie.’ He shakes his head and adds, ecstatically, ‘A goddamn perfect action movie.’” —Guillermo del Toro revels in the proficiency and poignancy of John Frankenheimer’s intimate WWII epic The Train


The work of director John Frankenheimer through interviews with him and his associates, with emphases on the earlier work.


Here are several photos taken behind-the-scenes during production of John Frankenheimer’s The Train. Photographed by Vincent Rossell © Les Films Ariane, Les Productions Artistes Associés, United Artists. Intended for editorial use only. All material for educational and noncommercial purposes only.


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